BY-LAWS

OF
VIZCAFÉ - NUEVA VIZCAYA COFFEE EXPERIENCE

ARTICLE I
CORPORATE OFFICES

Section 1. Registered Office. The initial registered office of the Corporation shall be located at
Bayombong, Nueva Vizcaya.

Section 2. Other Offices. The Corporation may also have other offices at such places, both
within and without the Province of Nueva Vizcaya, as the Board of Directors may determine or
the business of the Corporation may require from time to time.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. The annual meetings of the stockholders of the Corporation for the
election of directors and for such other business as may come before the meetings shall be held
at such place, either within or without the Province of Nueva Vizcaya, and at such time and date
as the Board of Directors shall fix.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by
the President, the Board of Directors, or by the holders of not less than one-tenth (1/10) of all
shares entitled to vote at the meeting.

Section 3. Notice of Meetings. Written notice stating the place, date, and hour of the meeting
and the purpose or purposes for which the meeting is called shall be given to each stockholder
entitled to vote at the meeting not less than 3 days nor more than 5 days before the date of the
meeting.

Section 4. Quorum. At any meeting of the stockholders, the holders of a majority of the shares
of the Corporation entitled to vote shall be present in person or by proxy to constitute a
quorum for the transaction of any business.

ARTICLE III
BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.

Section 2. Election, and Term. The directors shall be elected at the annual meeting of the
stockholders.

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Section 3. Meetings. Meetings of the Board of Directors may be held at any place, within or
without the Province of Nueva Vizcaya, and at any time, when called by the Chairman of the
Board, if any, or by the President or by not less than a majority of the directors.

ARTICLE IV
OFFICERS

Section 1. Titles and Duties.

a. President: The President shall oversee the general operations of the corporation and preside
over meetings of the Board of Directors.
b. Vice President: The Vice President shall act in the absence of the President and assist in
organizational matters.
c. Secretary: The Secretary shall maintain corporate records, manage correspondence, and
maintain meeting minutes.
d. Treasurer: The Treasurer shall manage financial records, supervise accounts, and provide
financial reports to the Board.

Section 2. Election and Term.

Officers shall be elected by the Board of Directors annually and serve terms of one year.
Removal and replacement of officers require a majority vote of the Board.

ARTICLE V
COMMITTEES

Section 1. Establishment.
a. Finance Committee: Responsible for overseeing financial matters and providing guidance on
fiscal strategies.
b. Audit Committee: Responsible for conducting periodic audits to ensure financial integrity.

Section 2. Appointment.
Members of committees shall be appointed by the Board of Directors, and committee chairs
shall be elected by committee members.

ARTICLE VI
FINANCIAL PROVISIONS

Section 1. Fiscal Year.

The fiscal year of the corporation shall commence on January 1st and end on December 31st of
each calendar year.

Section 2. Banking and Accounts.

a. The corporation shall maintain accounts in reputable financial institutions.
b. Any two authorized officers shall sign all financial documents requiring signatures.

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 ARTICLE VII
AMENDMENTS

Section 1. Amendment Process.

a. Amendments to the By-Laws may be proposed by any director and require a two-thirds
majority vote of the Board for approval.
b. Amendments shall be recorded, and a revised copy of the By-Laws shall be kept on file.

Section 2. Record Keeping.

The Secretary shall maintain accurate records of amendments and shall preserve a copy of the
original and revised By-Laws.

ARTICLE VIII
DISSOLUTION

Section 1. Dissolution Process.

In the event of dissolution, the corporation shall follow all legal requirements and seek approval
from the appropriate governing bodies in Nueva Vizcaya.

Section 2. Distribution of Assets.

Assets remaining after the satisfaction of all liabilities shall be distributed for charitable
purposes as determined by the Board, in accordance with applicable laws.

IN WITNESS WHEREOF, the undersigned, being the incorporator of Vizcafé, does hereby
certify that the foregoing By-Laws of Vizcafé were duly adopted by the Board of Directors on the
17th day of December, 2023.

________ ANDREA LOPEZ_______ ________ MIGUEL CRUZ ____

Printed Name of Incorporator Printed Name of Incorporator

___________________________ __________________________
Incorporator’s Signature Incorporator’s Signature

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