"For evil to triumph is for good men to do nothing".~Edmund Burke

AKO, Inc. By-Laws

BYLAWS OF AMU KADI OASNON, INC.

ARTICLE I

MEMBERSHIP

Section 1. Classes and Qualifications. There shall be the following classes of members:

Section 2. Regular: Regular members shall consist of those individuals, who are willing to pay the membership fee of P100, and able to actively participate and share their ideas, time, efforts, pledges, donations, may it be through Facebook social network and/or in person and who meet any additional requirements for regular memberships as may be imposed by the Officers, Board of Directors from time to time.

Section 3. Honorary Member: The Officers and Board of Directors may designate individuals who do not qualify under the defined regular membership qualifications, as honorary members, using criteria as the Board may develop.

Section 4. Voting Rights. Only board members in good standing shall have the right to vote at the scheduled meeting of the members, as well as to vote on such other issues as the Board may choose to bring before the members. Other classes of members may attend meetings, but may not vote. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

Section 5. Membership Meetings. There shall be an (annual meeting or whatever time determined by the board) of the members upon such date, time and place as the Board shall determine. During the (annual) meeting, voting members shall have the right to vote on the following matters only: election of the Board of Directors and officers, approval of the programs/projects proposed by the Board, approval of any amendments to the Bylaws that may be proposed by the Board, and (insert any other voting rights here). Voting on all other matters is expressly reserved for the Board of Directors.

Section 6. Quorum and Voting

Each voting member in good standing shall have one vote at any meeting of the members. A quorum shall consist of 50 percent of the total voting members present either in person or by proxy. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. Passage of a motion requires a simple majority (ie, one more than half the members present). (or whatever your board's decision-making process is). Each voting member in good standing shall have one vote at any meeting of the members.

Section 7. Removal

Any member may be removed from membership by a [majority] [two- thirds] [three-fourths] vote of the [Board of Directors] [other voting members] only for cause, which is defined as [failure to pay dues, absenteeism of three consecutive unjustified absences during the regular meetings, insubordination, failure to do his/her duties and responsibilities, failure to meet deadlines, misrepresentation of the organization, disloyalty, slander, and any other fraudulent acts that may put the common interest of the organization at risk, etc.].

ARTICLE II.

BOARD OF DIRECTORS

Section 1. Powers of the Board. Unless otherwise provided by law, the power of the association shall be exercised, all business conducted and all property of the association controlled and held by the Board of Directors to be elected by and from among the members. Without prejudice to such powers as may be granted by law, the Board shall also have the following powers:

a.) From time to time, make and change rules and regulations not inconsistent with these by-laws for the management of the business and affairs of the association;

b.) To purchase, receive, take or otherwise acquire for and in the name of the association, any and all properties, rights and privileges, including securities and bonds of other association, for such consideration and upon such terms and conditions as the Board may deem proper or convenient;

c.) To invest the funds of the association in other associations or for other purposes other than those for which the association was organized, subject to such member’s approval as may be required by law;

d.) To incur such indebtedness as the Board may deem necessary, to issue evidence of indebtedness including without limitation, notes, deeds of trust, bonds debentures, or securities, subject to such members approval as may be required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties of the association.

e.) To establish pension, retirement, bonus or other types of incentives or compensation plans for the employees, including officers & directors of the association;

f.) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the association or its officer are either plaintiffs or defendants in connection with the business of the association;

g.) To delegate, from time to time, any of the powers of the Board which may lawfully be delegated in the course of the current business of the association to any standing or special committee or to any officer or agent and to appoint any person to be agent of the association with such powers and 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 members under the corporation code.

Section 2. Number, Term, and Qualifications. The number of Directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors, but shall be no less than five and no more than fifteen. Each director shall hold office until the election of the next set of officers , resignation, removal, disqualification or his successor shall be elected and qualified.

Section 3. Election of Directors. The directors shall be elected by the vote of the members of the association; and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. If any director so demands, the election of directors shall be by ballot. The Board of Directors shall hold office for two (2) years and until their successors are elected and qualified.

Section 4. Removal. Any director may be removed at any time only for the same cause as stated above for the removal of members, by the vote of a majority of the directors present at a meeting at which quorum is present.

Section 5. Vacancies. Any vacancy occurring in the Board of Directors other than by removal by the stockholders or by expiration of term, may be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the members at a regular or at any special meeting of the members for the purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office. The vacancy resulting from the removal of a director by the members in the manner provided by law may be filled by election at the same meeting of the members called for the purpose, after giving notice as prescribed in these by-laws.

Section 6. Chairman of Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. In the absence of a Chairman, the President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

Section 7. Compensation. The Board of Directors may not compensate directors for their services as such but by resolution may pay a fixed sum for attendance at meetings of the Board of Directors and may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.

ARTICLE III.

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held every first and third Sunday of the month at the principal office of the association or at such other place as the Board may designate. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without Ilaor Sur, Oas, Albay, for the holding of additional regular meetings.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called or at the request of the President or any three (3) directors. Such a meeting may be held either within or without Ilaor Sur, Oas, Albay , as fixed by the person or persons calling the meeting.

Section 3. Notice of Meetings. Notice of the regular or special meeting of the Board, specifying the date, time and place of the meeting shall be communicated by the Secretary to each director personally, or by telephone, or by written message. A director may waive this requirement, either expressly or impliedly.

Section 4. Waiver of Notice. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Quorum. A majority of the number of the Board of Directors as fixed in the articles of incorporation shall constitute a quorum for the transaction of business of the association and every decision of at least majority of Directors present at a meeting at which there is a quorum is a valid act of the association except for the election of officers which shall require the vote of a majority of all members of the Board.

Section 6. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence, by any other director chosen by the Board. The Secretary, shall act as secretary of every meeting, if not present, the Chairman of the meeting, shall appoint a secretary of the meeting.

Section 7. Presumption of Assent. A director of the association who is present at a meeting of the Board of Directors at which action on any associate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 8. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 9. Committees of the Board. The Board of Directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may designate directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

ARTICLE IV.

OFFICERS

Section 1. Officers of the Association. The officers of the association shall consist of a President, a Vice President for Admin, a Vice President for Operations, a Secretary, a Treasurer, Public Information Officer, Internal Auditor and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required. In addition, the Board of Directors may from time to time appoint one or more persons to staff positions, including the position of Executive Director, to carry out the instructions of the Board of Directors and the Officers of the association.

Section 2. Election and Term. The officers of the corporation shall be elected annually by the Board of Directors and each officer shall hold office for one year or until his successor shall have been elected and qualified. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. But, the deserving and qualified chartered officers will be given two consecutive years term to give them ample time to conceptualize, plan and implement the newly established articles and bylaws of the organization and its projects and be retained to hold office as may be deemed appropriate by the majority of the board.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the association, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 5. President. The President shall preside at the meetings of the Board of Directors, shall initiate and develop organizational objectives and policies and formulate long range projects, plans and programs for the approval of the Board of Directors, including those for the executive training, development and compensation. Supervise and manage the business affairs of the association upon the direction of the Board of Directors. Implement the administrative and operational policies of the association under his operation and control. Appoint, remove, suspend, and/or discipline officers/members of the association, prescribe their duties and determine their benefits. Oversee the preparation of the budgets and the statements of accounts of the association. Represent the association at all functions and proceedings. Execute on behalf of the association all contracts, agreements and other instruments affecting the interests of the association which require the approval of the Board of Directors. To make reports to the Board of Directors. Perform such other duties as are incident to his office or are entrusted to him by the Board of Directors.

Section 6. Vice President for Administration. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall lead, guide and mentor administrative staff in their tasks & functions. Integrate and coordinate functions of administrative, finance, sales & marketing. Develop innovative strategies to enhance performance of the administrative. Assess & evaluate existing methods & functions in administrative. Track, monitor and document performance of each members. Integrate, upgrade and update all databases. Plan, schedule and conduct trainings. Supervise functions of payroll, accounts receivable and payable. Manage accounting, investing and financial services including audits. Ensure best associate practices in implementing administrative activities and, shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

Section 7. Vice President for Operations. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall, shape and develop committee strategy and organization. Ensure proper report structure with different project committees, help identify opportunities and areas for improvement within each committee. Advise the President on strategic development and key planning issues that relate and impact the operations of the association. Determine resource allocation among committees, Keep the President informed about activities, performance, opportunities, and recommended courses of action. Lead head of committees to evaluate and take actions that are consistent with the associations overall strategy. Challenge basic assumptions underlying each committee operations. Act as a sounding board for committee heads. Set performance goals tailored to each committee (Develop operational goals for each committee which are aggressive, yet obtainable, and tied to long-term goals of the association) Monitor committee performance against performance goals to ensure progress is being made and corrective action, if necessary, is taken. Ensure adherence to annual budgets. Build an organizational culture in which passion for continuous improvement is innate and, shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.

Section 8. Secretary. The Secretary shall, record the minutes and transactions of all meetings of the Directors and to maintain minute book of such meetings in the form and manner required by law. To keep record books showing the details required by law with respect to members personal information, to keep the official seal of the association and affix it to all papers and documents requiring a seal and to attest by his signature all documents of the association requiring the same, attend to the giving and serving of all notices of the corporation required by law or by these by-laws to be given, to certify to such acts of the association, countersign documents or certificates of the association and make reports or statements as may be required of him by law or by government rules & regulations, act as inspector at the election of directors and as such, to determine the existence of a quorum, the validity and effect of proxies and to receive 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 are proper to conduct the election. And, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. She shall be bonded in such amount as may be determined by the board.

Section 9. Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements in the book of the association, have custody of , and be responsible for, all the funds, properties, securities and bonds of the association, deposit in the name and of the credit of the association, in such bank as may be designated from time to time by the Board of Directors, all moneys, funds, securities, bonds, properties and similar valuable effects belonging to the association which may come under his control. Render an annual statement showing the financial condition of the association and such other financial reports as the Board of Directors, or the President may, from time to time require. Prepare such financial reports, statements, certifications and other documents which may from time to time, be required by government rules and regulations and to submit the same to the proper government agencies. And to exercise such powers and perform such duties and functions incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws.

Secton 10. Internal Auditor. The Internal Auditor shall examine the books of accounts of the association pertaining to collections and disbursements. To bring to the attention of the board, disbursements or obligations paid which to his own belief is not proper and necessary. Shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

Section 12

Section 11. Public Information Officer. The Public Information Officer shall take charge in disseminating information to the public by way of print or broadcast. Shall assist in the preparation of programs and invitations and coordinate with parties concerned. Shall act as liaison officer. Shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

Section 12. Term of Office. The term of office of all officers shall be two (2) years and until their successors are duly elected and qualified.

Section 13. Vacancies. If any of the position of the officers becomes vacant by reason of death, resignation, disqualification or for any other cause, the Board of Directors, by majority vote may elect a successor who shall hold office for the unexpired term.

Section 12.

ARTICLE V.

CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the association, shall be signed by the Treasurer and countersigned by the President and Vice President of the association.

Section 4. Deposits. All funds of the association not otherwise employed shall be deposited from time to time to the credit of the association in such depositories as the Board of Directors may select. The official depository bank of the association is the BDO Polangui Branch, Polangui, Albay.

Section 5. Gifts. The Board of Directors may accept, on behalf of the association, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the association.

ARTICLE VI.

COMMITTEES

Section 1. Different committees.

Training & Education Committee

Clean & Green Committee

Health & Nutrition Committee

Grievance Committee.

Youth & Sports Committee

Section 2. Term of Office. The members of the committees shall hold office for a period of one (1) year or until their successors are elected & qualified.

Section 3. Vacancies. Vacancies in the membership of committees may be filled by the President of the Board.

Section 4. Rules. Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

ARTICLE VII

AUDIT OF BOOKS, FISCAL YEAR AND MISCELLANEOUS PROVISIONS

Section 1. External Auditor. At the regular Board of Directors meeting, the external auditor of the association for the ensuing year shall be appointed. The external auditor shall examine, verify and report on the earnings and expenses of the association.

Section 2. The fiscal year of the association shall begin on the first day of January and end on the last day of December each year.

Section 3. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, or committee member, such notice shall be given in writing by mail or delivery service to such person at his or her address as it appears on the records of the Association. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received.

ARTICLE VIIIa.

GENERAL PROVISIONS

Section 1. Seal. The associate seal of the association shall consist of two concentric circles between which is the name of the association and in the center of which is inscribed SEAL; and such seal, is hereby adopted as the seal of the association.

Section 2. Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of the association, or in such capacity at the request of the association for any other corporation, partnership, joint venture, trust, other enterprise, shall have a right to be indemnified by the association to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with any threatened pending or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the association, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit, or proceeding.

The Board of Directors of the association shall take all such action as may be necessary and appropriate to authorize the association to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive or any other rights to which such person may be entitled apart from the provision of this bylaw.

In addition to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the association, or is or was serving at the request of the association as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the association would have the power to indemnify him against such liability.

Section 3. Amendments. Except as otherwise provided herein, these bylaws or the association’s articles of incorporation may be amended or repealed and new bylaws (or amended articles of incorporation) may be adopted by the affirmative vote of the majority of the directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present and majority vote of the members, provided that at least ten (10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.

Section 4. Distribution Upon Dissolution. Upon dissolution, all of the association’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to any association or associations organized for purposes similar to the purpose of the association as may be designated by a majority of the directors of the association then holding office, provided that such association is an organization qualified under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.

Section 5. Books and Records. The corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, records and papers of the corporation shall be at all times, during reasonable business hours, be subject to inspection by any director. The articles of incorporation and the bylaws of the association shall be available for inspection by any member at the principal office of the association.

IN WITNESS WHEREOF, we the undersigned Board of Directors of AMU KADI OASNON, INC. have adopted the foregoing by-laws and hereunto affixed our signatures this 27th day of May 2011 at Ilaor Sur, Oas, Albay.

Names

TIN

Signature

Mari Joy Menguito Cacho

158146362

Miguel Brazal Reburiano

901375142

Mary Jane de Belen Marcaida

124614846

Carmen Imelda Perdon Ante

912802964

Eddie O. Godezano