BY –LAWS

OF
Grand Lustre Condominiums

Board Of Directors

Section 1: TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE DIRECTORS.

A. Regular meetings of the board of directors of the corporation shall be held monthly,
unless the by-laws provide otherwise.

B. Special meetings of the board of directors may be held at any time upon the call of
the president or as provided in the by-laws. The members may not address any
matter which is not stated in the notice as the purpose of the meeting.

C. Meetings of directors may be held anywhere in or outside of the Philippines, unless

the by-laws provide otherwise. Notice of regular or special meetings stating the
date, time and place of the meeting must be sent to every director or trustee at
least one (1) day prior to the scheduled meeting, unless otherwise provided by the
by-laws. A director may waive this requirement, either expressly or impliedly.

Section 2: Order of Business. The order of business at all meetings of the directors shall
be as follows:

A. Roll Call

B. Proof of Notice of Meeting

C. Reading and Approval of Minutes of Preceding Meeting

D. Reports of DirectorsM

E. Reports of Committees

F. Unfinished Business

G. New Business

H. Election of Directors
 I. Adjournment

Stockholders

Section 1. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held annually on__March

24, 2019__.

b) Written notice of regular meetings shall be sent to all stockholders of record at

least two (2) weeks prior to the meeting, unless a different period is required by
the by-laws.

c) Special meetings of stockholders shall be held at any time deemed necessary or

as provided in the by-laws:

d) Written notice of special meetings shall be sent to all stockholders at least one
week prior to the meeting, unless a different period is required by the by-laws.

e) Stockholders’ meetings, whether regular or special, shall be held in the city or

municipality where the principal office of the corporation is located, and if
practicable in the principal office of the corporation. Metro Manila shall, for the
purpose of this provision, be considered city or municipality.

Section 2. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the stockholder/s

representing a majority of the outstanding capital stock.

Section 3. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM

a) Stockholders may vote in person or by proxy in all meetings of stockholders. Proxies

shall be in writing, signed by the stockholder and filed before the scheduled meeting
with the corporate secretary. Unless otherwise provided in the proxy, it shall be
valid only for the meeting for which it is intended. No proxy shall be valid and
effective for a period longer than five (5) years at any one time.
I. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

Section 1. Qualifications. No person convicted by final judgment of an offense

punishable by imprisonment for a period exceeding six (6) years, or a violation of this Code,
committed within five (5) years prior to the date of his election shall qualify as a director.
Every director must own at least one (1) share of the capital stock of the corporation, which
share shall stand in his name on the books of the corporation. Any director who ceases to
be the owner of at least one (1) share of the capital stock of the corporation shall thereby
cease to be a director. A majority of the directors must be residents of the Philippines.

Section 2. Powers. The corporate powers of the corporation shall be exercised, all
business conducted and all property of the corporation be controlled and held by the board
of directors to be elected from among the holders of stocks, who shall hold office for one
(1) year and until their successors are elected and qualified.

a. The President is the principal executive office of the Corporation and shall, in
general, supervise and control all of the business and affairs of the Corporation.
He/She shall preside at all meetings of the Board of Directors. He/She shall sign
contracts or other instruments which the Board of Directors has authorized to be
executed.
b. Vice-President. In the absence of the President, or in the event of his/her
inability or refusal to act, the Vice-President will perform the duties of the
President, and when so acting will have all the powers of and be subject to all
the restrictions upon the President.
c. Secretary and Treasurer.

The Secretary shall:

1. Keep a journal of proceedings of the Corporation, record all votes at meetings

of the Corporation, and provide for the electronic recording of meetings of the
Corporation when possible,

2. Provide for the standardization and maintenance of all forms, books, and
records of the Corporation, and

3. Keep the Corporate seal and affix the seal to all contracts and instruments
authorized to be executed by the Corporation.

The Treasurer shall:

1. Manage, deposit, and invest all funds of the Corporation as directed by the
Board of Directors,

2. Disburse money for all corporate obligations, and

 3. Keep regular books or accounts of all corporate financial transactions, and
provide for financial reports or audits as directed by the Board of Directors.

Section 3. Compensation. The directors shall not receive any compensation, as such
directors, except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority of the
outstanding capital stock at a regular or special stockholders’ meeting, In no case
shall the total yearly compensation of directors, as such directors, exceed ten (10%)
percent of the net income before income tax of the corporation during the
preceding year.

Section 4. Vacancies. Except as otherwise provided, any vacancies occurring

in the Board of Directors, whether by resignation or removal, shall be filled by the
majority vote of the remaining Directors. In the event of the simultaneous
resignation and/or removal of three or more Directors, the membership shall hold
new elections to fill those vacant positions on the Board. Those Directors so elected
will serve for the remaining portion of the unexpired term.

Section 5. Removal of Directors. Any Director may be removed by a majority

of the outstanding stock holders who vote on the issue providing that just cause has
been established and whenever, in their judgement, the best interests of the
Corporation would be served by doing so.

II. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF

OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

Section 1. Immediately after their election, the directors of a corporation

must formally organize by the election of a PRESIDENT, who shall be a director, a
TREASURER who may or may not be a director, a SECRETARY who shall be a
resident and citizen of the Philippines, and such other officers as may be
provided in the by-laws. Two (2) or more positions may be held concurrently by
the same officer, however no one shall act as PRESIDENT and SECRETARY or as
PRESIDENT and TREASURER at the same time. The officers of the corporation
shall hold office for one (1) year and until the successors are elected and
qualified. The officers of the corporation shall perform functions as required by
existing laws, rules and regulations.

III. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.
IV. CONTRACTS

The Board of Directors, at the direction of the membership, may authorize any
officer or officers, agent or agents of the Corporation, in addition to the officers so
authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority may
be general or confined to specific instances as authorized by the Board of Directors.

V. CHECKS, DRAFT SIGNING AUTHORITY

All checks, drafts, or orders for payment of money, notes or other evidence of
indebtedness issued in the name of the Corporation and in such a manner as shall be
determined from time to time by the Board of Directors, shall be signed by the
Treasurer and shall be countersigned by the President or Vice-President of the
Corporation.

VI. DEPOSITS

All funds of the Corporation shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies, or other depositories as the Board
of Directors may select.

VII. GIFTS

The Board of Directors may accept on behalf of the Corporation any

contribution, gift, bequest, or device for any special purpose for the Corporation.

VIII. Books and Records

The Corporation shall keep correct and complete records of financial

transactions and accounts, and shall also keep minutes of the proceedings of its
Board of Directors. All books and records of the Corporation may be inspected by
any stockholder, or his/her agent or attorney, for any purpose at any reasonable
time.

IX. SEAL

The corporate seal shall be determined by the Board of Directors.

X. MISCELLANEOUS PROVISIONS:
 Matters not covered by the provisions of these by-laws shall be governed by the
provisions of the Corporation Code of the Philippines.

XI. Amendment to Bylaws

The bylaws may be amended by an affirmative vote of two-thirds of the outstanding

capital stock voting at an annual meeting. The text of the proposed amendment must be
included in the notice to stockholders and directors announcing the time, date and
place of the annual meeting.