ARTICLES OF INCORPORATION

OF ISKOOL MORENO
UNIVERSITY, INC.

KNOW ALL MEN BY THESE PRESENTS:

The under signed incorporators, all of legal age and all are residents of the Philippines, have this
day voluntarily agreed to form a stock corporation under the laws of the Republic of Philippines and
certify the following:
FIRST – That the name of the corporation shall be: “Iskool Moreno University, Inc.”;
SECOND – That the purposes for said corporation is incorporated are:
a) To establish and conduct a university including enhanced basic education programs for tertiary
education, collegiate, and post graduate courses; to provide courses of study of university grade
for business, classical, mathematical, scientific, technical and technological, engineering, and
general courses of study; to develop continuing education programs at all levels catered including
academic offerings, personal enrichment, and professional licensing courses; to provide the
holding of lectures, exhibitions, and conferences adapted to advance a holistic education suited
for the modern day and age; to grant diplomas, titles, and degrees as may be authorized by the
government and the laws; develop new undergraduate and graduate academic programs
consistent with the mission and goals of the university;

b) To purchase, build, lease, construct, acquire lands, buildings, and offices as may be necessary or
useful to carry out the objects and purposes of the corporation and under its name;

c) To do all such other things and to transact all business as may be directly or indirectly incidental
or conducive to the attainment of the above purposes;

d) To do and perform such various acts permitted by the laws of the Philippines unto corporation of
like classes and kinds;

e) To assume, guarantee, act as surety, endorse or otherwise become directly or contingently liable,
whether as principal, surety, grantor or co-debtor, for or in connection with any debt or other
obligations of any subsidiary in which the Corporation owns at least seventy five percent (75%)
of the outstanding voting capital stock of such subsidiary.
 THIRD – That the principal office of the corporation shall be located at Aurora Blvd., Carriedo,
Manila, Philippines;
FOURTH – That the corporation shall have perpetual existence from the date of issuance of the
certificate of incorporation;
FIFTH – That the names, nationalities, and residence addresses of the incorporators are as
follows:

Name Nationality Residence

Danica Aguirre Filipino 1771 Sheridan St., Sampaloc,
Manila
Katrina Andaliza Filipino 201 Mayhaligue St., Binondo,
Manila
Rona Anyog Filipino 317 Alvarez St., Sta. Cruz,
Manila
Kayla Baguilat Filipino 986 Lacson Ave., Sampaloc,
Manila
Ezra Barrantes Filipino 41 Pedro Gil St., Ermita, Manila
Bernardine Bering Filipino 654 Padre Damaso St., San
Andres, Manila
Camille Bugtas Filipino 5143 Padre Florentino St., Taft
Avenue, Manila
Catherine Calusa Filipino 7286 Plaza Mayor St., San
Nicolas, Manila

SIXTH – That the number of directors of said corporation shall be eight (8) and that the names,
nationalities, and residence addresses of the first directors of the corporation are as follows:

Name Nationality Residence

Danica Aguirre Filipino 1771 Sheridan St., Sampaloc,
Manila
Katrina Andaliza Filipino 201 Mayhaligue St., Binondo,
Manila
Rona Anyog Filipino 317 Alvarez St., Sta. Cruz,
Manila
Kayla Baguilat Filipino 986 Lacson Ave., Sampaloc,
Manila
Ezra Barrantes Filipino 41 Pedro Gil St., Ermita, Manila
Bernardine Bering Filipino 654 Padre Damaso St., San
Andres, Manila
Camille Bugtas Filipino 5143 Padre Florentino St., Taft
Avenue, Manila
Catherine Calusa Filipino 7286 Plaza Mayor St., San
Nicolas, Manila
 SEVENTH – That the authorized capital stock of the corporation is Eight Hundred Million Pesos
(P800, 000, 000), divided into in lawful money of the Philippines, divided into ____ shares with the par
value of _____ PESOS (P_____) per share.

EIGHTH – That the number of shares of the authorized capital stock above stated has been
subscribed as follows:

Name of Subscriber Nationality No. of Shares Amount Amount Paid

Subscribed Subscribed
Danica Aguirre Filipino 50,000 2,000,000 1,000,000
Katrina Andaliza Filipino 50,000 2,000,000 1,000,000
Rona Anyog Filipino 50,000 2,000,000 1,000,000
Kayla Baguilat Filipino 50,000 2,000,000 1,000,000
Ezra Barrantes Filipino 50,000 2,000,000 1,000,000
Bernadine Bering Filipino 45,000 1,800,000 1,000,000
Camille Bugtas Filipino 45,000 1,800,000 800,000
Cathy Calusa Filipino 40,000 1,600,000 800,000
Kathlyne Crisostomo Filipino 10,000 400,000 100,000
Abigail Crisostomo Filipino 50,000 2,000,000 100,000
Eunice Cruzado Filipino 10,000 400,000 100,000
Mark Cruz Filipino 10,000 400,000 80,000
Michael Eustaquio Filipino 10,000 400,000 150,000
Imelda Fegarido Filipino 5,000 200,000 50,000
Total: 21,000,000 Php 8,180,000

NINTH – That KAYLA BAGUILAT has been elected by the subscribers as Treasurer of the
Corporation to act as such until after the successor is duly elected and qualified in accordance with the
bylaws, that as Treasurer, authority has been given to receive in the name and for the benefit of the
corporation, all subscriptions, contributions or donations paid or given by the subscribers or members,
who certifies the information set forth in the seventh and eighth clauses above, and that the paid-up
portion of the subscription in cash and/or property for the benefit and credit of the corporation has been
duly received.

TENTH – That the incorporators undertake to change the name of the corporation immediately
upon receipt of notice from the Commission that another corporation, partnership, or person has acquired
a prior right to the use of such name, that the name has been declared not distinguishable from a name
already registered or reserved for the use of another corporation, or that it is contrary to law, public
morals, good customs, or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 19 th day
of May, 2020 in the City of Manila, Republic of the Philippines.

DANICA AGUIRRE KATRINA ANDALIZA

RONA ANYOG KAYLA BAGUILAT

EZRA BARRANTES BERNADINE BERING

CATHERINE CALUSA CAMILLE BUGTAS

Republic of the Philippines)
City of Manila ) S.S.

SECRETARY’S CERTIFICATE

I, RONA ANYOG of legal age, Filipino, being the duly elected and qualified Corporate
Secretary of ISKOOL MORENO UNIVERSITY, INC., a corporation duly organized and
existing under the laws of the Philippines, with office address at Aurora Boulevard, Carriedo,
Manila, under oath, do hereby certify that at the special meeting of the Board of Directors of the
Corporation held on the 27th of April, 2020 the following resolution was unanimously adopted
that:

1. “RESOLVED, that effective immediately, RONA ANYOG is hereby constituted as

the authorized or official representative of the Corporation in all its transactions or
dealings with the ISKOOL MORENO UNIVERSITY, INC., with full power and
authority to exercise all rights and privileges accorded to the Corporation as a
member of ISKOOL MORENO UNIVERSITY. INC., including, but not limited to,
the right to vote or appoint a proxy for the Corporation, and be considered as the
Corporation’s nominee for election to ISKOOL MORENO UNIVERSITY, INC.,
Board of Trustees.

2. RESOLVED, FURTHER, that the foregoing appointment shall remain in effect until
it is revoked by the Corporation and such revocation is communicated in writing to
ISKOOL MORENO UNIVERSITY INC.,”.

3. That to the best of my knowledge, no action or proceeding has been filed or is

pending before any Court involving an intra-corporate dispute and/or claim by any
person or group against the Board of Directors, individual stockholders and/or
corporate officer of the Corporation as its duly elected and/or appointed trustees or
officers or vice versa.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 03rd day of May,
2020 at Manila, Philippines.

RONA ANYOG
Corporate Secretary

SUBSCRIBED AND SWORN to before me this 03rd day of May 2020 at the City of
Manila, affiant exhibited to me her Competent Evidence Identity (“CEI”) as follows:

Name Details of CEI Issued at Issued On

Rona Anyog TIN 127-973-208 Philippines

Doc. No. 56; Enrico G. Gilera
Page No. 1; Notary Public for Manila
Book No. III; Until December 2022
PTR No. 4938840; 05.03.2019
Series of 2020 IBP No. 82919485; 05.03.2019
Roll No. 31245; May 27, 1998
Compliance No. IV 00935739; April 23, 2003
Unit 403 Dona Consuelo Bldg., 929
San Andres, Metro Manila
Tel. No. 7359294
 Republic of the Philippines
Department of Education
DepEd Complex, Meralco Ave., Pasig City

1st Indorsement
May 15, 2020

Respectfully referred to the Honorable Undersecretary Atty. Josephine G.

Maribojoc, Department of Education, DepEd Complex, Meralco Avenue, Pasig
City, Metro Manila, interposing no objection to the Articles of Incorporation and
By-Laws of ISKOOL MORENO UNIVERSITY, INC., appearing that it does
not suffer from legal infirmity. Provided, that it shall adhere to the provision of the
Revised Manual of Regulations for Private Schools in Basic Education,
particularly on the intended basic education course prior to offering otherwise
administrative sanction will be imposed.

Dr. Malcolm S. Garma

Regional Director
 Republic of the Philippines
OFFICE OF THE PRESIDENT
COMMISSION ON HIGHER EDUCATION

Tracking No. 17235-20

1st INDORSEMENT
Date: May 15, 2020

Respectfully referred to Director Gerardo F. Del Rosario, Securities and Exchange

Commision, SEC Bldg., EDSA, Greenhills, City of Mandaluyong, Metro Manila, the attached
Articles of Incorporation of ISKOOL MORENO UNIVERSITY, INC., Aurora Blvd., Carriedo,
Manila, to which this Office interposes no objection thereto; provided that this shall not be
construed as a grant of authority to operate any collegiate course/degree/program without
obtaining the required grant/permit from the Commission on Higher Education; provided further,
that until a permit is granted by the Commission to the ISKOOL MORENO UNIVERSITY,
INC., the institution shall not cause the publication and advertisement of its program/course in
violation of Sec. 13, Rule III Part III, Rules and Regulations for the Implementation of Batas
Pambansa Blg. 232 (School Advertisement); that it shall not accept any enrollees pending the
application for any permit to operate any course; provided finally, that operation, administration
and management of the school shall be subject to existing laws, rules and regulations, and
policies and standards of the Commission on Higher Education, pursuant to Republic Act No.
7722 otherwise known as the “Higher Education Act of 1994,” and the applicable provisions of
Batas Pambansa Blg. 232, otherwise known as the “Education Act of 1982”.

FOR THE COMMISSION:

ATTY. CARMELITA Y. SISON

OIC DIRECTOR IV
Legal and Legislative Service
 1st Indorsement
May 31, 2020

Respectfully, endorsed to the Chairman, Securities of Exchange Commission, Secretariat

Building, PICC Complex, Roxas Boulevard, Pasay City (ATTN: MR. FERDINAND B. SALES,
Director, Corporate and Partnership Division), the herein attached Articles of Incorporation and By-Laws
of ISKOOL MORENO UNIVERSITY, INCORPORATED with business address at Aurora Boulevard,
Carriedo, Manila without action as the intent and purpose of said institution is “to include Iskool Moreno
University’s authority to undertake a guarantee, act as surety, endorse or otherwise become directly or
contingently liable whether as principal, surety, guarantor or co-debtor for or in connection with any debt
or other obligations of any subsidiary in which the corporation own atleast seventy-five percent (75%) of
the outstanding capital stock of such subsidiary” under Article second of its article of incorporation which
is NOT WITHIN THE JURISDICTION AND AUTHORITY OF TESDA UNDER ITS EXISTING
RULES AND REGULATIONS.

(Sgd)
ANTOINETTE MA. G. CARDASTRO
District Director
 BY-LAWS OF
ISKOOL MORENO
UNIVERSITY, INC.

ARTICLE I
CORPORATE OFFICE

SECTION 1 – The main office of the ISKOOL MORENO UNIVERSITY, INC. shall be located
at Aurora Blvd., Carriedo, in the the City of Manila, at the principal place of business of said corporation
in said city, or at such other place in said as the Board of Directors may, from time to time, determine
and fix.

ARTICLE II
MEETINGS

SECTION 1. PLACE OF MEETINGS – All meetings of the stockholders of the corporation

shall be held at the office of the corporation as above defined. All meetings of the Board of Directors of
the corporation shall be held at the office of the corporation as above defined or in such place as may be
designated from time to time by the Chairman of the Board or by at least a majority of the Board of
Directors.

SECTION 2. ANNUAL MEETING – The annual regular meeting of the stockholders, for the
purposes of electing directors and for the transaction of the said business as may properly come before the
meeting, shall be held on the first Monday of January at the principal office of the corporation or in such
other place in the city where the principal office of the corporation is located as provided in the notice. If
the annual meeting falls on legal holiday, the annual meeting shall be held on the next business day.

SECTION 3. SPECIAL MEETING – Special meetings of the stockholders may be called by

the Chairman of the Board at the latter’s discretion, or may be called at the request in writing to the
Chairman of the Board, signed by the majority of the Board of Directors or by two or more registered
stockholders owning at least one-fourth of the issued and outstanding shares entitled to vote.

SECTION 4. PROXIES – Stockholders may vote at all meetings either in person or by proxy
duly given in writing in favour of any person and presented to the Secretary for inspection and record at
least twenty-four hours before the time set for the meeting.

SECTION 5. VOTING – Voting upon all questions at all meetings of the stockholders shall be
made by hares of stock and not per capita or otherwise, each share of stock being counted as one vote.

SECTION 6. QUORUM – Unless otherwise provided by law, in all regular or special meeting
of stockholders, a majority outstanding capital stock must be present or represented in order to constitute
a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock
shall be present. 

SECTION 7. ELECTION - All election of Directors shall be conducted in the manner provided
by the corporation law of the Philippines under its general provisions and with such formalities and
machinery as the officer presiding the meeting shall then and there prescribe.

Nine Directors shall be elected every year.

SECTION 8. NOTICE OF MEETING - Written notice of the annual meeting of the

corporation shall be mailed to each registered shareholder at the address, within the Philippines, which
said shareholder shall have registered for the purpose. Said notice shall be so mailed at least fifteen days
prior to the date of said meeting. No notice shall be required to be sent to any address outside the
Philippines.

SECTION 9. NOTICE OF SPECIAL MEETING - A written notice stating the day, hour and
place of the meeting and the general natures of the business to be transacted shall be sent to each
stockholder registered at the central office of the corporation at least ten days inclusive of the day of
mailing, before the date of every special meeting, directed to the address within the Philippines, which the
said stockholder have registered for the purpose.

SECTION 10. CONDUCT OF MEETING - Meeting of the stockholders shall be presided over
by the President, or in his absence, by a chairman to be chosen by the stockholders. The Secretary, shall
act as Secretary of every meetings, but if not present, the chairman of the meeting shall appoint a
secretary of the meeting. 
 ARTICLE III

BOARD OF DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS – The member of the board shall be eight
(8). No person shall be elected as a director unless he possessed the following:
a. He must own at least one share of the capital stock of corporation in his own name;
b. He must not have been convicted by final judgement of an offense punishable by imprisonment
for a period not exceeding six (6) years or a violation of Corporation Code committed within five
(5) years prior to date of his election; and
c. He must be of legal age.

If any director ceased to be stockholder of record, his term of office shall be terminated.
Directors shall be elected annually by the stockholders for a term of one (1) year and shall serve
until his successor shall have been elected and qualified, or until his death, or until his resignation, or until
his removal in the manner provided under Section 27 of the Corporation Code and rules and regulations
that may be promulgated by the Securities and Exchange Commission.

SECTION 2. POWERS OF THE BOARD OF DIRECTORS - Unless otherwise provided by

law, the corporate powers of the corporation shall be exercised, all business conducted and all property of
the corporation controlled and held by the Board of Directors to be elected by and from among the
stockholders. Without prejudice to such powers as may be granted by law, the Board of Directors shall
also have the following powers:

(a)From time to time, to make and change rules and regulations not inconsistent with these by laws
for the management of the corporation's business and affairs;
(b To purchase, receive, take or otherwise acquire for and in the name of the corporation, any and all
) properties, rights or privileges, including securities and bonds of other corporations, for such
consideration and upon such terms and conditions as the Board may deem proper or covenant;
(c)To invest the funds of the corporation on other corporations or for purposes other than those for
which the corporation was organized, subject to such stockholders' approval as may be required by
law;
(d To incur indebtedness as the Board may deem necessary, to issue evidence of indebtedness
) including and without limitation to notes, deeds of trust, bonds, debentures, or securities, subject to
such stockholders' approval as may be required by law, and/ or pledge, mortgage, or otherwise
encumber all or part of the properties of the corporation;
(e)To establish pension, retirement, bonus, or other types of incentive or compensation plans for the
employees, including officers and directors of the corporation;
 (f) To prosecute, maintain, defend, compromise or abandon any lawsuit on which the corporation or
its officers is either plaintiff or defendant in connection with the business of the corporation;
(g To delegate, from time to time, any of the powers of the Board which may be delegated the course
) of the current business of the corporation to any standing or special committee or to any officer or
agent and to appoint any person to be agent of the corporation with such powers and upon such
terms as may be deemed fit;
(h To implement these by-laws and to act on any matter not covered by these by-laws, provided such
) matter does not require the approval or consent of the stockholders under the Corporation Code.

SECTION 3. VACANCIES OR REMOVAL OF DIRECTOR - Any vacancy occurring in the

board of directors or trustees other than by removal or by expiration of term may be filled by the vote of
at least a majority of the remaining directors or trustees, if still constituting a quorum; otherwise, said
vacancies must be filled by the stockholders or members in a regular or special meeting called for that
purpose.

When the vacancy is due to term expiration, the election shall be held no later than the day of
such expiration at a meeting called for that purpose. When the vacancy arises as a result of removal by the
stockholders or members, the election may be held on the same day of the meeting authorizing the
removal and this fact must be so stated in the agenda and notice of said meeting. In all other cases, the
election must be held no later than forty-five (45) days from the time the vacancy arose. A director or
trustee elected to fill a vacancy shall be referred to as replacement director or trustee and shall serve only
for the unexpired term of the predecessor in office.

However, when the vacancy prevents the remaining directors from constituting a quorum and
emergency action is required to prevent grave, substantial, and irreparable loss or damage to the
corporation, the vacancy may be temporarily filled from among the officers of the corporation by
unanimous vote of the remaining directors or trustees. The action by the designated director or trustee
shall be limited to the emergency action necessary, and the term shall cease within a reasonable time from
the termination of the emergency or upon election of the replacement director or trustee, whichever
comes earlier. The corporation must notify the Commission within three (3) days from the creation of the
emergency board, stating therein the reason for its creation.

Any directorship or trusteeship to be filled by reason of an increase in the number of directors or

trustees shall be filled only by an election at a regular or at a special meeting of stockholders or members
duly called for the purpose, or in the same meeting authorizing the increase of directors or trustees if so
stated in the notice of the meeting.

In all elections to fill vacancies under this section, the procedure set forth in Sections 23 and 25 of
this Code shall apply.
 SECTION 4. MEETINGS – The Board of Directors shall designate the days when it shall meet
in session, but it shall meet at least once each calendar quarter. It may be convened in special session by
the chairman or at the request of two (2) directors.

SECTION 5. QUORUM – A majority of the Directors shall constitute a quorum for the holding
of a meeting and any resolution by a majority of the quorum duly convened in session shall be valid as a
corporate act.

SECTION 6.MEETINGS BY TELECONFERENCE, VIDEOCONFERENCE OR

SIMILAR MODES - Meetings of the Board may be called and held by teleconferencing,
Videoconferencing or through similar modes of modern communication technology in accordance with
Memorandum Circular No. 15 of the Securities and Exchange Commission ("SEC") or such other rules
and regulations as may be promulgated in respect thereof from time to time by the SEC. In addition to the
secretary of such meeting maintaining written minutes, such meetings shall be properly recorded in tapes,
disc and/or other recording materials and such materials shall be properly stored for safekeeping.

SECTION 7. COMPENSATION - By resolution of the Board, each director shall receive a

reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the
Board shall receive and allocate an amount of not more than ten percent (10%) if the net income before
income tax of corporation during the be preceding year. Such compensation shall be determined and
apportioned among the directors in such manner as the Board may deem proper, subject to the approval of
stockholders representing at least a majority of the outstanding capital stock at a regular or special
meeting of the stockholders.

ARTICLE IV
OFFICERS
SECTION 1. ELECTION/APPOINTMENT - Immediately after their election, the Board of
Directors shall formally organize by electing its Corporate Officers. The Corporate Officers of the
corporation shall include the Chairman of the Board, Vice Chairman, Treasurer and Secretary.
Any two (2) or more positions may be held concurrently by the same person, except that no one
shall act as President and Treasurer at the same time.

SECTION 2. CHAIRMAN OF THE BOARD - The Chairman of the Board of Directors who
shall be selected by the Board from their own number shall be the Chief Executive Officer of the
University. He shall preside at all meetings of stockholders and Trustees and shall exercise general
supervision of the affairs of the corporation. He shall see to it that all resolutions of the Board are duly
carried out. He shall countersign all stock certificates of the corporation.

SECTION 3. VICE CHAIRMAN - The Vice Chairman of the Board of Directors shall,
likewise, be selected by the Board of Trustees from their own number. He is vested with all the powers
and authority, and is required to perform all the duties of the Chairman of the Board during the absence or
inability of the latter for any cause. The Vice Chairman may also accept any assignment in connection
with the University administration that the Board may entrust to him.

SECTION 4. TREASURER - The Treasurer shall be appointed by the Board of Directors from
among the stockholders of the corporation. Subject to the authority of the Board of Directors, he shall
keep full and accurate account of receipt and disbursements and of other business transactions and shall
be the custodian of the funds and properties of the corporation. He shall maintain liaison with the
Controller for the purpose of establishing control over the disbursements, preparing and controlling
payrolls, obtaining information on cash positions, obtaining values for financial projections and similar
activities.

The Treasurer shall be concerned with broad policies on the custody of funds, borrowing, and bank
relationships and shall be:

1. Accountable for custodianship of all cash funds and all financial assets of the University while
directing the handling of cash receipts, disbursements and balances and other related procedures.

2. Responsible for income receipts and receivables from tuition fees, deposits and other income, the
University's investment portfolio and other trust funds and temporary investments of excess operating
funds, the programming of disbursements of the University through purchase orders for equipment,
supplies and services, and for projecting financial needs and borrowing of funds.

3. Responsible for the preparation of the daily cash position report and cash flow statements, for
determining available operating funds for borrowing funds when required to meeting operating or capital
improvement expenses, and for making temporary investments approved by the Board of Directors.

4. Responsible for the custodianship of the University's real estate properties, the safekeeping of securities
and real estate documents, the depositing of funds in banks designated by the Board of Directors, the
payment of all debts and obligations duly approved for payment, all taxes, both income and real estate,
and the adequate insurance coverage of the properties of the university, the selection of reliable insurance
companies, and the payment of insurance premiums for such coverage upon approval by the Board of
Trustees.

The Treasurer shall perform such other duties as may be assigned to him from time to time by the Board
of Directors through the Chairman of the Board.

SECTION 5. SECRETARY - The Board shall appoint the Secretary. The Secretary shall
perform all duties generally devolving upon his position such as affixing his signature on all stock
certificates of the corporation and such other duties as may be assigned to him by the Board of Directors.

SECTION 6. PRESIDENT OF THE UNIVERSITY - The President shall be appointed by the

Board of Directors from their own number. He shall be the Chief Operating Officer and shall direct and
administer the academic affairs of the University. He shall also perform such other functions and duties as
the Board or the Chairman may prescribe and delegate.

SECTION 7. VICE PRESIDENT - If one or more Vice Presidents are appointed, he/they shall
have such powers and shall perform such duties as may from time to time be assigned to him/them by the
Board of Directors or by the Chairman.
 SECTION 8. VICE PRESIDENT FOR ACADEMIC AFFAIRS - The Vice President for
Academic Affairs shall be appointed by the Board of Directors. Subject to the authority of the Board of
Directors he shall generally assist the President in the planning and execution of the academic activities of
the University and shall assume all the academic powers and functions of the President in the absence or
inability of the latter for any cause. It shall be the primary function of the Vice President for Academic
Affairs to foster and nurture the growth of excellence of the University and toward this end shall
encourage and promote new programs and improve existing ones, propose educational changes and
innovations, and provide leadership and guidance in all academic areas of the University. His duties shall
include:

1. Formulation of educational policies and the rules and regulations for their implementation.

2. Coordination, improvement of the various curricular programs of the University and maintenance of
the standards of instruction.

3. Supervision of all curricular and extra-curricular activities of all Institutes and Schools in collaboration
with the deans and principals; general supervision over the academic advising of students and the
handling of student requests for exemption from academic standards and rules.

4. Institutional research, including the promotion and conduct of research on academic matters, and the
compilation of curricular and other academic information for University publications for accreditation
and other similar purposes.

5. Faculty evaluation and ranking and faculty performance, orientation of new faculty members,
promotion of faculty professional activities, committee appointments of faculty members and
involvement in appropriate committee meetings.

6. Adoption of textbooks including the maintenance of an official list of texts for all courses in all
Institutes and Schools; maintenance and administration of records of all faculty members and all
personnel under his jurisdiction, recommendation of action on requests for leaves of absence, sabbatical
leaves, educational and hospitalization benefits and other fringe benefits; and preparation and submission
to the President of an annual academic report and such other reports as may be called for by the Board of
Directors.

SECTION 9. REMOVAL AND SUSPENSION OF OFFICERS - All the officers of the

corporation shall be subject to removal or suspension by resolution of the Board at any time, with or
without cause, provided a majority of the Board shall vote in favor thereof.
Any officer shall be subject to peremptory suspension by order of the Chairman of the Board in
writing, subject to the subsequent action of the Board of Directors.

ARTICLE V

AUDIT COMMITTEE
 SECTION 1. AUDIT COMMITTEE - The Audit Committee shall be composed of at least 3
members of the Board, one of whom shall be an independent trustee who will chair the Committee. Each
member shall have adequate understanding at least or competence at most of the company’s financial
management systems and environment.

Duties and Responsibilities

 To check all financial reports against compliance with both the internal financial management
handbook and pertinent accounting standards, including regulatory requirements.

 Perform oversight financial management functions, specifically in the areas of managing credit,
market, liquidity, operational, legal and other risks of the university and crisis management.

 Pre-approve all audit plans, scope and frequency one month before the conduct of external
auditors.

 Elevate to international standards the accounting and auditing processes, practices and
methodologies, and develop the following in relation to this reform:

a) A definitive timetable within which the accounting system of the university will be 100%
International Accounting Standard (IAS) compliant.

b) An accountability statement that will specifically identify officers and/or personnel

directly responsible to accomplish such task.

 Develop a transparent financial management system that will ensure the integrity of internal
control activities throughout the company, through a step by step procedure and policy handbook
that will be used by the entire organization.

ARTICLE VI

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

SECTION 1. SUBSCRIPTIONS - Subscribers of the capital stock of the corporation shall pay
the value of the stock in accordance with the terms and conditions prescribed by the Board of Directors.
Unpaid subscriptions shall not earn interest unless determined by the Board of Directors.

SECTION 2. CERTIFICATE -  The stockholder shall be entitled to one or more certificates for
fully paid stock subscription in his name in the books of the corporation. The certificates shall contain the
matters required by law and the Articles of Incorporation. They shall be in such form and design as may
be determined by the Board of Directors and numbered consecutively. The certificate shall be signed by
the President, countersigned by the Secretary or Assistant Secretary, and sealed with the corporate seal. 
 SECTION 4. TRANSFER OF SHARES - Subject to the restrictions, terms and conditions
contained in the Articles of Incorporation, shares may be transferred, sold, assigned or pledged by
delivery of the certificates duly indorsed by the stockholder, his attorney-in-fact, or other legally
authorized person. The transfer shall be valid and binding on the corporation only upon record thereof in
the books of the corporation. The Secretary shall cancel the stock certificates and issue new certificates to
the transferee.
No shares of stock against which the corporation holds unpaid shall be transferable in the books
of the corporation.
All certificates surrendered for transfer shall be stamped 'Cancelled' on the face thereof, together
with the date of cancellation, and attached to the corresponding stub with the certificate book. 

SECTION 5. LOST CERTIFICATE - In case any stock certificate is lost, stolen or destroyed, a
new certificate may be issued in lieu thereof in accordance with the procedure prescribed under Section
73 of the Corporation Code.
ARTICLE VII
CORPORATE SEAL

SECTION 1. FORM AND INSCRIPTIONS – The corporate seal shall be determined by the
Board of Directors.

ARTICLE VIII
AMENDMENTS

SECTION 1. AMENDMENTS - The stockholders by affirmative vote of the majority of the

stock issued and subscribed, may, at any regular meeting or upon notice, at any special meeting, alter or
amend these by-laws. Likewise, the power to amend or repeal by-laws may be delegated to the Board of
Trustees in the manner provided in the corporation law of the Philippines.

IN WITNESS WHEREOF, we the undersigned stockholders have adopted the foregoing by-laws
and hereunto affixed our signature this 10th of May 2020 at Makati City, Philippines.

(SGD.) DANICA AGUIRRE. (SGD.) KATRINA ANDALIZA

 (SGD.) RONA ANYOG (SGD.) KAYLA BAGUILLAT

(SGD.) EZRA BARRANTES (SGD.) CAMILLE BUGTAS

(SGD.)BERNANRDINE BERING (SGD.) CATHERINE CALUSA