ARTICLES OF INCORPORATION AND BY-LAWS – MICROFINANCE NGO

THIRTEENTH: That the corporation manifests its willingness to change its corporate
name in the event another person, firm, or entity has acquired to a prior right to use
the said firm name or one deceptively or confusingly similar to it.

FOURTEENTH: That the DEJA BREW further undertakes to amend its Articles of
Incorporation and By-Laws upon receipt of notice or directive from the Deja Brew
Regulatory Council to integrate other requirements which are deemed necessary to
ensure observance of financial standards, social performance requirements,
governance benchmarks, and other rules and regulations.

In Witness whereof, we have set our hands this 11 th day of May, 2020 at
Angeles City, Pampanga.

SHIORI B. BANO DANIELLA S. GOMEZ

JUDEL S. MATIC PAULINE B. GRAVOSO

Page 1 of 14
TREASURER’S AFFIDAVIT

I, , being duly sworn to, depose and say ;

That, I am the elected Treasurer of DEJA BREW. That as Treasurer, I am
authorized to act as much as until my successor has been duly elected and
qualified in accordance with the by-laws of the corporation.

That I certify that at least twenty five percent (25%) of the authorized capital
stock of the above-mentioned corporation has been subscribed and at least
twenty five percent (25%) of the subscription in the amount of FIVE HUNDRED
THOUSAND PESOS (P 500,000.00) has been paid, and received by me in
cash/property for the benefit and credit of the corporation.

In witness whereof, I hereby sign this Affidavit this 11 th day of May, 2020, at
Angeles City, Pampanga.

(name )
Treasurer
SUBSCRIBED and SWORN TO before me this day of 2020 at
affiant exhibited to me his/her TIN NO. issued at BIR.

NOTARY PUBLIC

Doc. No.
Page No.
Book No.
Series of

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 BY –

LAWS

OF

MEMBERSHIP

Members. The members shall consist of persons who have been approved for
membership by the Board of Directors and who have paid for their membership,
received his or her Membership Certificate, and who have executed all the necessary
forms required by the Association. There shall be no limit to the number of members
admitted to and included in the Association.
A "Homeowner," as defined under RA 9904, refers to any of the following:
(1) An owner or purchaser of a lot in a subdivision/village;
(2) An awardee, usufructuary, or legal occupant of a unit, house and/or lot in a
government socialized or economic housing or relocation project and other urban
estates; or
(3) An informal settler in the process of being accredited as beneficiary or awardee of
ownership rights under the CMP, LTAP, and other similar programs.
A homeowner, as defined under RA 9904, shall be qualified to be a
member of an association: Provided, however, that a lessee, usufructuary, or legal
occupant shall have the right of a homeowner as set forth under this Act upon
procurement of a written consent or authorization from the owner of the lot or housing
unit. HOA-NA.0001.01
Until such consent or authorization is revoked in writing, the owner of
the lot or housing unit is deemed to have waived his/her rights enumerated under
Section 7 of this Act, except subsection (b) of the same section which can be
simultaneously enjoyed by both the owner and the lessee.
The lessee authorized in accordance with this sect shall qualify as a
member with all the rights enumerated in RA 9904, including the duties and
obligations enumerated under Sections 7, 8 and 9 of the said law, provided, further,
that lessees in government socialized housing projects or urban estates and those in
communities of underprivileged and homeless citizens covered under the term under
Section 3 of RA 9904 will be considered as homeowners for the purpose of qualifying
as a member of a homeowners' association without need of such written consent or
authorization.

Member in Good Standing.

A member is in good standing if he or she complies with all the duties
and obligations of a member as determined by these by-laws. A member in good
standing shall enjoy the following rights:

a. To avail of and enjoy all basic community services and the use of common areas
and facilities.
b. To inspect Association books and records during office hours and to be provided
upon request with annual reports, including financial statements.

c. To participate, vote, and be eligible for any elective or appointive office of the
Association subject to the qualifications as provided for in these by-laws. HOA-
NA.0001.01

d. To participate in association meetings, elections and referenda, as long as bona

fide membership subsist. e. And to enjoy all other rights as may be provided in the
by-laws of the association.

Rights and Privileges of Membership. Every member regardless of standing shall

be entitled to participate in all general meetings, and has the right to vote on the
following matters:

a. Amendment of the Articles of Association;

b. Adoption and amendment of by-laws;

c. Sale, lease, exchange, mortgage, pledge, or other disposition of all or

substantially all of the Association’s assets;

d. Incurring, creating, or increasing bonded indebtedness;

e. Increases or decreases of Association capitalization or dues;

f. Merger or consolidation of the Association with another association or other

associations;

g. Investment of Association funds in another association; and,

h. Dissolution of the Association.

Duties of Members. Every member of this Association has the following duties and
obligations:
a. To pay his or her membership fee, association dues, special assessments,
and such other fees which may be levied on him by the Association;

b. To participate in important activities or social affairs of the Association as may

be determined by the Board of Directors;

c. To attend all meetings, assemblies, and seminars as may be called by the

Board of Directors or Association committees; and,

d. d. To obey and comply with these by-laws and such other rules and
regulations as may be promulgated by the Board of Directors and approved by
the majority of the members.
 THE TRUSTEES

Section 2.1 Chair. The Trustees may elect from their own number a Chair to hold
office until his or her successor shall have been duly elected and qualified or until his
or her earlier death, resignation, removal or disqualification. The Chair (or, if the Chair
is unable to attend any such meeting, the Chair’s designee) shall preside at all
meetings of the Trustees and the Shareholders. The Chair shall have such other
duties and powers as the Trustees may from time to time determine.

Section 2.2 Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places (including for these purposes, by means of conference
telephone circuit, video conferencing or similar communications equipment by means
of which all persons participating in the meeting can hear each other as provided for
in the Declaration) as the Trustees may from time to time determine.

Section 2.3 Special Meetings. Special meetings of the Trustees may be held at any
time and at any place (including for these purposes, by means of conference
telephone circuit, video conferencing or similar communications equipment by means
of which all persons participating in the meeting can hear each other as provided for
in the Declaration) designated in the call of the meeting When called by the Chair, the
President or the Secretary or by two or more Trustees, sufficient notice thereof as
described in Section 2.4 below being given to each Trustee by the Secretary or an
Assistant Secretary or by the person calling the meeting.

Section 2.4 Notice of Special Meetings. It shall be sufficient notice to a Trustee of a

special meeting to send notice by overnight mail at least two days or by email or
facsimile at least one day before the meeting addressed to the Trustee at his or her
usual or last known business or residence address, email address or facsimile
number as applicable, or to give notice in person or by telephone one day before the
meeting. Notice may be sent on the day of the special meeting by email, facsimile or
other electronic means, or given by telephone or in person, if under the
circumstances the party calling the meeting deems more immediate action to be
necessary or appropriate. Notice of special meeting need not to be given to any
Trustees if a written waiver of notice, executed by him or her before or after the
meeting, is filed with the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.

Section 2.5 Quorum and Manner of Acting. At any meeting of the Trustees a majority
of the Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal from the meeting of one or more
Trustees if any action taken is approved by at least a majority of the required quorum
for that meeting. The Declaration contains further provisions relating to the manner of
acting by the Trustees.

Section 2.6 Actions by Consent. If in accordance with the provisions of the

Declaration any action is taken by the Trustees by a written consent of fewer than all
of the Trustees, prompt notice of any such action shall be furnished to each Trustee
who did not execute such written consent, provided that the effectiveness of such
action shall not be impaired by any delay or failure to furnish such notice. Any written
consents may be executed and delivered by electronic means. The Declaration
contains further provisions relating to action by consent of the Trustees.

Section 2.7 Counsel and Experts. The Trustees Who are not Interested Persons may,
by vote of a majority of such Trustees, at the Trust’s expense, hire such employees
and retain such counsel, accountants, appraisers or other experts or consultants
whose services such Trustees may, in their discretion, determine to be necessary or
desirable from time to time, including services to one or more committees established
by the Trustees, and may execute any agreements, contracts, instruments or other
documents in connection therewith.
 THE OFFICERS

Section 1. Election/Appointment. Immediately after their election, the board of

directors shall formally organized by electing the President, the Vice President, the
Secretary, and the Treasurer, at the said meeting.

Such officers shall be elected at the organizational meeting of the Board of Directors
after the annual election of directors, and shall hold office for one year, and until their
respective successorshall have been duly elected and qualified.

Section 2. The President - The President shall be the Chief Executive Officer of the
corporation and shall exercise the following functions:
(a
To preside at the meetings of the stockholders;
)
(b
To initiate and develop corporate objectives and policies and formulate long
)
range projects, plans and programs for the approval of the Board of Directors,
including those for executive training, development and compensation;
(c)To supervise and manage the business affairs of the corporation upon the
direction of the Board of Directors
(d To implement the administrative and operational policies of the corporation,
) prescribe their duties, and determine their salaries;
(e To appoint, remove, suspend or discipline employees of the corporation,
) prescribe their duties, and determine their salaries;
(f) To oversee the preparation of the budgets and the statements of accounts of the
corporation;
(g
To represent the corporation at all functions and proceedings;
)
(h To execute on behalf of the corporation all contracts, agreements and other
) instruments affecting the interests of the corporation which require the approval
of the Board of Directors.
(i) To make reports to the Board of Directors and stockholders;
(j) To sign certificates of stock; and
(k)To preform such other duties as are incident to his officer or are entrusted to him
by the Board of Directors.

Section 3. The Vice President – He/She shall, if qualified, act as President in the
absence of latter. He/She shall have such other powers and duties as may from time
to time be assigned to him by the Board of Directors or by the President.

Section 4. The Secretary – The secretary must be a resident and a citizen of the
Philippines. He/She shall have the following specific powers and duties.
(a To record the minutes and transactions of all meetings of the directors and the
) stockholders and to maintain minute book of such meetings in the form and
manner required by law.
 (b To keep record books showing the details required by law with respect to the
) stock certificates of the corporation, including ledgers and transfer book
showing all shares of the corporation subscribed, issued and transferred;
(c)To keep corporate seal and affix it to all papers and documentary requiring a
seal, and to attest by his signature all corporate documents requiring the same;
(d To attend to the giving and serving of all notice of the corporation required by
) law or these by-laws to be given;
(e To certify such corporate acts, countersign corporate documents or certificates,
) and make reports or statements as may be required of him by law or by
government rules and regulations;
(f) To act as inspector at the election of directors and, as such, to determine the
number of shares of stock outstanding and entitled to vote, the shares of stock
represented at the meeting, the existence of quorum, the validity and effect of
proxies, and to receive votes, ballots or consents, hear and determine
questions in connection with the right to vote, count and tabulate all votes,
determine the result, and do such acts as re proper to conduct the election;
and
(g To perform such other duties as are incident to his office or as may be
) assigned to him by the Board of Director or President.
Section 5. Treasurer - The Treasurer of the corporation shall have the following
duties:
(a To keep full and accurate accounts of receipts and disbursements in the books
) of the corporation;
(b To have custody of, and be responsible for, all the funds, securities and bonds
) of the corporation;
(c)To deposit in the name and to the credit of the corporation, in such banks as
may be designated from time to time by the Board of Directors, all the moneys,
funds, securities, bonds, and similar valuable effects belonging to the
corporation which may come under his control;
(d To render an annual statements showing the financial condition of the
) corporation and such other financial reports as the Board of Directors, or the
President may, from time require;
(e To prepare such financial reports, statements, certifications and other
) documents which may, from time to time, be required by the government rules
and regulations and to submit the same to the proper government agencies;
(f) To exercise such powers and perform such duties and functions as may be
assigned to him by the President.
Section 6. Terms of Office - The term of office of all officers shall be one (1) year and
until their successors are duly elected and qualified.

Section 7. Vacancies - If any position of the officers become vacant by reason of

death, resignation, disqualification or for any other cause, the Board of Directors may,
by majority vote, elect a successor who shall hold office for the unexpired term.