20
REPUBLIC OF THE PHILIPPINES I SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA, Greenhills City of Mandaluyong, Metro Manila COMPANY REG. NO. CN200502294 CERTIFICATE OF FILING OF AMENDED BY-LAWS KNOW ALL PERSONS BY THESE PRESENTS: This is to certify that the Amended By-Laws of BONIFACIO RIDGE CONDOMINIUM CORP. copy annexed, adopted on September 11, 2008 by majority vote of the Board of Trustees and on October 11, ,2008 by the vote of at least two- thirds of the members, and certified under oath by the Corporate Secretary and majority of the said Board was approved by the Commission on this date pursuant to the provisions of Section 48 of the Corporation Code of the Philippines, Batas Pambansa BIg. 68 approved on May 1, 1980, and copies thereof are filed with the Commission. IN WITNESS WHEREOF, I have set my hand and cause the seal of this Commission to be affixed to this Certificate at Mandaluyong City, Metro Manila, Philippines, this 'ftday of March, Twenty Ten. ENITO A. CAT ARAN Director Company Registration and Monitoring Department ',.,J!. ,.' ,.' , ...... , , . . , :", l .• ,. , . ',' It, . >'. \ ( : ..

CERTIFICATE OF FILING OF AMENDED BY-LAWS · 3/16/2010 · CERTIFICATE OF FILING OF AMENDED BY-LAWS ... NATURE, OBJECT and DOMICILE ... Rizal on December 22,

Embed Size (px)

Citation preview

REPUBLIC OF THE PHILIPPINES I SECURITIES AND EXCHANGE COMMISSION

SEC Building, EDSA, Greenhills City of Mandaluyong, Metro Manila

COMPANY REG. NO. CN200502294

CERTIFICATE OF FILING OF

AMENDED BY-LAWS

KNOW ALL PERSONS BY THESE PRESENTS:

This is to certify that the Amended By-Laws of

BONIFACIO RIDGE CONDOMINIUM CORP.

copy annexed, adopted on September 11, 2008 by majority vote of the

Board of Trustees and on October 11, ,2008 by the vote of at least two­

thirds of the members, and certified under oath by the Corporate

Secretary and majority of the said Board was approved by the

Commission on this date pursuant to the provisions of Section 48 of

the Corporation Code of the Philippines, Batas Pambansa BIg. 68

approved on May 1, 1980, and copies thereof are filed with the

Commission.

IN WITNESS WHEREOF, I have set my hand and cause the seal

of this Commission to be affixed to this Certificate at Mandaluyong

City, Metro Manila, Philippines, this I~ 'ftday of March, Twenty

Ten.

ENITO A. CAT ARAN Director

Company Registration and Monitoring Department

',.,J!.

,.' ,.'

":'ll~~,

, ...... ,

, . ,~ . ,

:", l .• ,. , . ','

It, .

>'.

\ ( : .. ,~.'

COVER SHEET

~1~1~lo!olrlol~!~/qlvl SE.C. Registration Number

11bl o !tJ!,lfIAIe-I,lo Iftl' IDI&lel 1c'lol~IDIOIr.1h I~'I, IlAlMI 1 I I /e-[O/!l[plolp.It\lrll D!tJ[ I I I / I II / I [ I I I I I I I I I I I I 1 I 1 I I I II I I I I I I I I I I I I ! I I I I 1 I I I 1 1 II! 1 I 1 I 1 I I I 1 I 1 I 1 I I I 1 I I I I I !

(Company's Full Name)

\ibloliJl r IfiAlel, 10 1 k;Il-\O\~IAILI Ic,lll-rI7'1 I I I I I ! I I I IT I A I {;ol U II I ~ I I ell IT I'll I ! I I I· I I I I I I I I I I I I I I

( Business Address: No. Street City I Town I Province)

Contact Person Company Telephone Number

I' 1"1- I I~ I J I IAI Ifbl I~I rnITJ Month Day FORM TYPE Month Day

Fiscal Year Annual Meeting

Secondary License Type, if Applicable

I I I I L-.--__ ---II J

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings ...--------.11 r----=-------,

Total No. of Stockholders Domestic Foreign

- - - - - - - - - - - - - - - - - - - - - - - - - - -~ ';.~":"':~-';;;:;-";;-';'''~~~~-: .. :~ ·,: ... ·'-«.:-~.ot~~-:·- - - - - - - - - - - - - - - - -

To be accomplishl.f~'···}~:!'\\UJ~ .M l~ . \

Ir--r 1--r1--r"1--r-1 --r-I -r-I ~I -r--I .---., I i1 . .' I Fila N"mba, I L~'~ .• ,~~.tt~1

I I I I I I I I I I I "hd._' ..

Document 1.0.

r------------ _____ ~

I

I

I

STAMPS

I

~-----------------~

Remarks = pis. use black ink for scanning purposes

AMENDED BY - LAWS OF THE

BONIFACIO RIDGE CONDOMINIUM CORPORATION

ARTICLE 1 NATURE, OBJECT and DOMICILE

Section 1. Corporation Name. The name of the corporation as set forth in the Articles of Incorporation is:

BONIF ACIO RIDGE CONDOMINIUM CORPORATION

Section 2. Nature and Object. The corporation is a non-stock, non-profit organization formed pursuant to Section 10 of the Condominium Act (R.A. No.4 726) for the purpose of, among others, holding title to the common areas of the Bonifacio Ridge Condominium Project as these are defined in the Master Deed with Declaration of Restrictions, executed by Fort Bonifacio Development Corporation, on November 24,1999 and identified as Doc. No. 467; Page No. 33; Book No.1; Series of 1999 of Notary Public Charles A. Mercado of Taguig, as registered with the Register of Deed of Rizal on December 22, 1999 as Primary Entry No. 5872 and as amended by the First Amendment of the Master Deed with Declaration of Restrictions executed by Fort Bonifacio Development Corporation on September 26, 2003 and identified as Doc. No. 512; Page 35; Book No.1; Series of 2001 of Notary Public Jose Manuel L. Banayad of Quezon City, and the Second Amendment to the Master Deed executed by Fort Bonifacio Development Corporation on September 8, 2003 and identified as Doc. No. 397; Page 81 Book No. VII; Series of 2003 of Notary Public Shiela Marie Uriarte-Tan of Makati City; as the same may be amended from time to time (said Master Deed and all its amendments shall hereinafter be collectively referred to as "Master Deed"), managing the said project, and performing such other activities as necessary, incidental and convenient to accomplish the said purposes. Any and all moneys and assets of the Corporation shall be devoted exclusively to the furtherance of these purposes, and no dividends of any kind or distribution of income shall be declared or made.

Section 3. Domicile and Principal Office. The domicile and principal office of the Corporation is located and establish at Bonifacio Global City, Taguig, Metro Manila, Philippines.

ARTICLE II MEMBERSHIP

Section 1. Members. The members of the Corporation shall consist of the owners of the condominium units. Membership in this Corporation being an appurtenance of ownership of a unit, cannot be transferred, conveyed, encumbered or otherwise disposed separately from the unit to which it appertains. Membership shall be ascertained by

2

verification of the owners as registered in the Registry of Deeds of Taguig, Rizal. Any member who ceases to be registered owner of a unit automatically ceases to be a registered member of the Corporation as of the date of the cancellation of the registration of his ownership in the Registry of Deeds.

Section 2. Rights of First Refusal. In the event that a condominium unit owner (Selling Unit Owner) wishes to sell, assign or transfer his unit or rights thereto, he shall first offer such unit (Offered Unit) to the other owners of units in the project (Other Unit Owners) through a written notice to the Condominium Corporation addressed to the Corporate Secretary specifying the price, terms and conditions of his offer.

Within three (3) business days from receipt of the said offer, the Corporate Secretary shall transmit the same to the Other Unit Owners indicating the date on which the said offer was received by him. If within three (3) business days the Corporate Secretary fails or is unable to transmit the said offer, the Selling Unit Owner may transmit the offer directly to the Other Unit Owners. For all intents and purposes, such notice of the Selling Unit Owner to the Condominium Corporation shall be deemed to be an offer to any of the Other Unit Owners, subject to acceptance within the Offering Period.

Any of the Other Unit Owners shall have ten (10) calendar days reckoned from date of receipt of the offer by the Condominium Corporation within which to accept the offer (Offering Period), by transmitting to the Corporate Secretary of the Condominium Corporation or the Selling Unit Owner, as the case may be a written notice of his acceptance of the offer as well as the cash or certified check(s) to be drawn on any local or domestic bank in the amount sufficient to meet the terms of the offer.

The Corporate Secretary, upon receipt of the written acceptance of any of the Other Unit Owners within the Offering Period, shall transmit to the Selling Unit Owners such written acceptance(s) and payment(s) not later than three (3) business days from receipt of the same. In case there are two (2) or more unit owners willing to accept the offer and properly notifying the Corporate Secretary in accordance herewith, the Selling Unit Owner shall have the option to choose the buyer from among the accepting unit owners.

If the offer is not accepted within the Offering Period in the manner prescribed above, the Selling Unit Owner shall be entitled to sell his unit to any other buyer under the same or better price, terms and conditions contained in the original offer, provided, however, that such buyer is acceptable to the Condominium Corporation. If the Selling Unit Owner shall be unable to sell his unit at the price and on the terms and conditions specified in the original offer and is required to lower the price or substantially alter the said terms and conditions, the Selling Unit Owner shall re-offer his unit in the manner above-described except that the Offering Period shall be shortened to five (5) calendar days, at such lower price or upon substantially altered terms and conditions.

3

In addition to the foregoing, no conveyance of any unit or part thereof subsequent to the original conveyance thereof shall be binding upon the Condominium Corporation unless accompanied by a certificate by the Condominium Corporation to be signed by the President thereof or such officer as it may authorize that such conveyance is in accordance with the provisions ofthe Condominium Act and the Master Deed and that all fees and assessments on the unit have been duly paid. The appropriate written request for the issuance of the said certification shall be filed by the Selling Unit Owner with the Corporate Secretary of the Condominium Corporation or such other duly authorized officer thereof prior to finalization of or execution of a document for any sale, transfer or conveyance of any unit. The request shall be acted upon by the Condominium Corporation within three (3) business days from receipt thereof. In the event that the conveyance is not violative of the Condominium Act or the Master Deed, the buyer is acceptable to the Condominium Corporation, and the Selling Unit Owner is not in any manner delinquent with respect to any fee or assessment as provided herewith, the Condominium Corporation shall be under obligation to issue the required certification within the said period.

The limitations and procedures above shall not apply to the original conveyance of units by Fort Bonifacio Development Corporation, transfer by hereditary succession, or transfer by an any individual to a corporation in exchange for shares of stock therein of which as a result of such exchange said unit owner, along or with not more than four (4) other persons, gains or maintains control of the said corporation. The term "control" when used in this section means ownership of at least fifty one percent (51 %) of the outstanding shares of stock in a corporation whether or not entitled to vote.

Section 3. Representation. A unit owner may designate another person to represent him as a member of the Corporation by filing a written designation with the Secretary of the Corporation. In case a unit is owned in common by two or more persons they shall designate one of the co-owners to represent them in the corporation. In case of conflict among themselves, the Board of Trustees shall have the right to decide whom to recognize as their authorized representative. Except for purposes of liquidation in case of dissolution, the representative designated or chosen shall be considered as a member representing the unit for all purposes, including services of notice of assessments and meetings, grant of proxies, and voting.

In case a member is a legal entity, authorized officers shall designate the person who should represent it in the Corporation.

Section 4. Annual Meeting: Vote of Members. The annual meeting of the members of the Corporation shall be held on the fourth (4th) Saturday of September each year (as amended by the Board of Trustees on September 11,2008 and ratified by at least a majority of the members on October 11,2008).

The members of the Corporation shall be entitled to one vote for each unit owned. However, members who are delinquent in their dues and assessment fixed by the Board of Trustees pursuant to the powers granted them, shall not be qualified to cast their votes

4

in any meetings of the Corporation. In the annual election of Trustees, no cumulative voting shall be permitted; provided that, each member may cast his vote for as many persons as there are trustees to be elected.

Section 5. Special Meetings. Special meetings of the Corporation may be called and convened at any time by a majority of the Board of Trustees or by written petition of members owning in the aggregate at least 145 units. Such special meetings shall take up only matters mentioned in the agenda.

Section 6. Proxy. Any member may be represented by a proxy in all the meetings of the Corporation. The proxy must be in writing, signed by the member delegating his representation to another, and submitted to the Corporate Secretary at least three (3) business days prior to the meeting.

In the absence of any provision to the contrary, proxies shall be valid only for the meeting to be held immediately following the execution of the proxy, or any adjournment thereof. Representatives in the proxy must be designated by name.

Section 7. Quorum. The presence of members representing at least majority of the units and not delinquent in their dues and assessments shall constitute a quorum. A majority of the quorum (50% plus 1) shall be competent to decide on any matter, unless the Corporation Code or the Condominium Act requires the affirmative vote of a greater proportion. A smaller number of votes insufficient to constitute a quorum may adjourn the meeting from time to time and may take up only social or ceremonial matters.

Section 8. Dissenting Members. In cases where the Corporation Code grants a dissenting member an appraisal right, or the right to withdraw from the Corporation and demand the full value of his membership in the Corporation, the dissenting member shall not be entitled to demand payment of his interest or participation in the Corporation unless he consents to sell his unit to the Corporation or to any purchaser of the Corporation's choice who shall also buy from the Corporation the dissenting member's principal participation. In case of disagreement as to the price of the unit or interest or participation, the procedure set forth in the appropriate provision of the Corporation Code for valuation of the dissenting member's interest or participation shall be followed. The Corporation shall have two (2) years within which to pay for the member's interest or participation or to furnish a purchaser of its choice from the time of award by the appraisers as provided in the pertinent provisions of the Corporation Code. All expenses incurred in the liquidation of the interest of the dissenting member shall be borne by him.

ARTICLE III BOARD OF TRUSTEES

Section 1. Composition, Election and Term of Office. The Corporation shall be governed and its affairs managed and controlled by a Board of Trustees composed of five (5) members elected by and from among the members of the Corporation who are unit

.'

5

owners, provided that only members of the Corporation who are not delinquent in their dues and assessments may vote and be voted for. At least two (2) Trustees to be elected at every annual meeting shall be members of the preceding Board of Trustees.

In case of vacancy in the Board of Trustees due to resignation, death or any other cause except removal or expiration of term, the Board is empowered and authorized to designate from among the non-delinquent members of the Corporation, a Trustee or Trustees who shall serve as such until expiration of the term of the Trustee being replaced or until a successor has been elected of qualified.

A Trustee may be recalled and removed from office by the affirmative vote of members representing two thirds (2/3) of the total voting power of the Corporation at any general or special meeting. The resulting vacancy may be filled by election by the remaining Trustees representing a quorum.

Section 2. Functions and Powers of the Board of Trustees. The Corporation shall be governed and its affairs managed and controlled by the Board of Trustees. The powers of the Board shall be those granted by these By- Laws, the Condominium Act, Corporation Code, and Master Deed. The Board shall do such things and acts as the Corporation may lawfully do and are not by law, the articles of incorporation, the by-laws or the Master Deed directed or required to be exercised or done by the members of the Corporation.

Without limiting the general nature of the foregoing powers, the Board of Trustees shall have the power to enforce the limitations, restrictions, and conditions contained in the Master Deed; promulgate rules and regulations concerning the use, enjoyment and occupancy of the units and other property in the condominium project, make and collect assessment against members as owners to defray the costs, expenses and losses of the condominium; and secure by legal means the observance of the provision of the Condominium Act, the Master Deed, the Articles of Incorporation, these By-Laws, and the rules and regulations promulgated by the Corporation in accordance herewith and therewith. The members of the Corporation bind themselves to comply faithfully with all these provisions.

The Board may delegate in whole or in part such powers as it may deem necessary and proper and which could lawfully be delegated, to any Trustee or Committee of the Corporation. All contracts, agreements and commitments for and in behalf of the Corporation shall be executed, under authority of the Board of Trustees, by the Chairman of the Board or other duly authorized officers of the Corporation.

Section 3. Meetings. The organizational meeting of the Board of Trustees shall be held immediately after their election. Meetings of the Board of Trustees shall be held in the office of the Corporation or at such other place as may be agreed upon by the Trustees. The Chairman or any two Trustees may call a meeting by means of a written notice delivered personally to each Trustee two (2) days in advance of the date of the

.'

6

meeting. A Trustee may waive notice of a meeting before or after the meeting and such waiver shall be deemed equivalent to the giving of notice.

A majority of the Board of Trustees shall be sufficient to constitute a quorum for the transaction of business, and the acts approved by a majority of those present in the meeting shall constitute the acts of the Board of Trustees. If at any meeting there be less than a quorum present, those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

The order of business at the Trustees' meeting shall be determined by the Board. The presiding officer at the Trustees meeting shall be the Chairman, or in his absence, the Vice-Chairman.

Section 4. Compensation. The compensation of the Trustees shall be determined by the members of the Corporation.

ARTICLE IV OFFICERS

Section 1. Executive Officers. The executive officers of the Corporation shall be a President, a Vice President, who are respectively the Chairman and the Vice Chairman of the Board of Trustees, a Treasurer, and a Secretary all of whom shall be elected or appointed by the Board of Trustees. They may be removed with or without cause at any meeting by the concurrence of four (4) Trustees. The Board of Trustees may appoint a Superintendent or Administrator and such other officers and employees and delineate their powers and duties as the Board shall find necessary to manage the affairs of the Corporation.

Section 2. The President. The President and the Chairman of the Board of Trustees shall preside over all meetings of the Board and of the members of the Corporation. When acting as presiding officer of the Board of Trustees, he may cast his vote on all questions and issues. When presiding over a meeting of the members, he shall not, except in case of a tie or in the election of the Trustees, cast his vote on questions brought before the meeting.

He shall represent the Corporation in and execute all contacts and agreements entered into for and in behalf of the Corporation, by authority of the Board of Trustees expressed in a general or special resolution or other written instruments.

He shall countersign all checks, drafts, notes and orders for the payment of money against the funds of the Corporation wherever they may be found or deposited, together with other authorized officers of the Corporation.

.'

7

He shall name and appoint all the agents and employees of the Corporation subject to the approval and/or revocation by the Board, provided, however, that he may dismiss or accept the resignation of any employee even without prior action of the Board.

He shall have general and active management of the affairs of the Corporation.

He shall execute or see that the policies and decision of the Board of Trustees and those adopted in the meeting of the members of the Corporation are properly executed and complied with.

Section 3. The Vice- President. In the absence or disability of the President, the Vice-President if qualified shall assumes the powers and duties of the President. He shall generally assist the President and exercise such powers and perform such duties as shall be prescribed by the Board of Trustees.

Section 4. The Secretary. The Secretary, who must be a citizen and resident of the Philippines, shall keep the minutes of all proceedings of the Board of Trustees and the members. He shall attend to the giving and serving of notices to the members and Trustees and other notices required by law and the Master Deed of the condominium. He shall keep the records of the Corporation, except those of the Treasurer, and shall perform all other duties incident to the office of the secretary of the Corporation and as may be required by the Trustees or the President. An Assistant Secretary may be appointed whose duty shall be generally to assist the Secretary and act as secretary in the absence of the latter, and perform such other duties as may be required by the Trustees or the President.

Section 5. The Treasurer. The Treasurer shall have the custody of all funds and properties of the Corporation.

Subject to the counter-signature of the President, or such other officer as may be designated by the Board, he shall sign all checks, drafts, notes or orders for the payment of money or withdrawal of funds of the Corporation, he shall endorse for deposit to the credit of the Corporation all checks, notes, drafts, bills and other commercial papers issued or delivered to the Corporation, with such banks and financial institutions as may be designated by the Board of Trustees.

He shall render an annual statement of the assets and liabilities of the Corporation for the approval of the Board, and a statement of his cash account at any time that he may be required to render by the President or the Board of Trustees.

He shall keep the required and proper books of account, and enter therein a full and accurate account of all moneys and properties received and paid by him in behalf of or for the account of the Corporation.

.'

8

He shall perform all acts incidental to the position of Treasurer and financial officer of the Corporation, subject to the control of the Board of Trustees and the President.

At the discretion of the Board of Trustees, the Treasurer may be required to file a bond for the faithful discharge of his duties.

Notwithstanding the foregoing provisions, the Board of Trustees may name and appoint a reputable firm or entity to perform the work of the Treasurer of the Corporation under such terms and conditions as the Board may determine, in which case, the appointment of a person as Treasurer of the Corporation may be dispensed with by the Board.

Section 6. The Superintendent or Administrator. The Board of Trustees may appoint a Superintendent or Administrator for the condominium project if the activities and financial condition of the Corporation so warrant. If one is so appointed, he shall be the principal administrative officer of the Corporation. He shall attend to the routinary and day-to-day business and activities of the Corporation and shall keep regular office hours for the purpose. He shall have such other duties and powers as may be conferred upon him by the Board of Trustees or delegated by the President of the Corporation.

In the discretion of the Board of Trustees, the work and duties of Superintendent or Administrator may be entrusted to a legal entry which is qualified and competent to perform such work.

Section 7. The Auditor. The members may, at a general or special meeting, name and appoint an independent auditor to audit the books of account and financial records of the Corporation.

Section 8. Compensation. The compensation of all officers including the President and Vice President and employees of the corporation shall be fixed by the Trustees. The provision elsewhere that the Trustees compensation shall be determined by the members does not preclude the Board of Trustees from hiring a Trustee or employee or entering into contracts with him.

ARTICLE V ASSESSMENTS

Section 1. Regular Assessment for Operating Expenses. The Board of Trustees shall, from time to time, and at least annually, prepare an estimate of the operating expenses of the Corporation and assess against each member, in proportion to such member's appurtenant interest or participation in the Corporation, such amounts as shall be necessary to meet such operating expenses. Such expenses shall include, but not be limited to, the following:

9

(a) The cost of insurance policies insuring the entire project against loss by fire and other casualty risks to its full replacement value, and the Corporation against liability, workmen's compensation and other risks to the extent deemed necessary by the Board;

(b) The cost of maintenance, ordinary repairs, and utilities and other services benefiting the common areas;

(c) Cost and/or salaries of managerial, legal, accounting, engineering and other professional or technical personnel or entitles employed or retained by the Board to assist in the management of the condominium project;

(d) The cost of furnishings, fixtures and equipment for the common areas as the Board may determine to be necessary or proper;

(e) The cost of any other materials, supplies, furnishings and fixtures, labor, services, maintenance, repairs, taxes or assessments which the Corporation is required or empowered under the Master Deed to pay for; provided that, if such expenses are used for the benefit of particular units in the project, such expenses shall be assessed only against the members owning such units;

(0 Expenses for maintenance and repair of any unit if such maintenance or repair is necessary in the jUdgment of the Board to protect the common areas or any other portion of the building or to safeguard the value and attractiveness of the project, and the unit owners fails or refuses to perform such maintenance or repair within the time fixed in the written notice of the Board to such owner; provided, that the Board shall thereafter assess said expenses to the member owning such unit.

If the Board of Trustees' estimate of operating expenses proves inadequate for any reason, the Board may, at any time, levy a further assessment.

Section 2. Regular Assessment for Capital Expenditures. The Board of Trustees shall levy upon each member, in proportion to such member's interest or participation in the Corporation, an assessment as may be sufficient for the purpose of establishing and maintaining a special fund for capital expenditures on the common areas of the project, the cost of extraordinary repairs, reconstruction or restoration necessitated by damage, depreciation, obsolescence, expropriation or condemnation, as well as the cost of improvements or additions thereto authorized in accordance with Article VI hereof. The Board of Trustees may also use said special fund to advance the cost of extraordinary repairs, reconstruction or restoration of particular units after damage or destruction thereof when authorized by the members in a regular or special meeting called for the purpose, provided, that said expenses shall thereafter be assessed against the members owning such units.

Section 3. Special and Other Assessments. The Board of Trustees may further levy such special and other assessments, as the Board shall see fit.

Section 4. Defaults. In the event that a member defaults in the payment of any assessment duly levied in accordance with these By- Laws and/or the Master Deed, the

10

Corporation shall have the right to file an adverse claim with the Registry of Deeds of Taguig so as to constitute the assessment as a lien on the unit to which it pertains. The collection of the assessment may be enforced by the Corporation by the exercise of any of the remedies provided by law. In addition, in case the unit is under lease, the Board of Trustees may demand and receive from the lessee the rent due on the said units up to an amount sufficient to pay the assessment including interest, if any, and such payment of the rent shall be sufficient discharge, to the extent of the account so paid, of the lessee as between him and the owner/lessor of the unit; and for this purpose the members of the Corporation hereby bind themselves to incorporate a provision to this effect in their contracts of lease of their condominium units.

ARTICLE VI IMPROVEMENTS AND ADDITIONS

The Board of Trustees may make such improvements and additions to the common areas of the project as it deems necessary; provided, that the same can be paid out of the Corporation's special fund for capital expenditures mentioned in section 2 of Article V hereof and provided, further, that the cost of such improvements and additions do not exceed the sum ofP 500,000.00 in anyone instance.

Improvements or addition to the common areas which shall cost more than P500,000.00 or which involve structural construction or modification must be approved by the members in a regular or special meeting called for the purpose before such improvements or additions are made. When so approved, any deficiency in the amount available from the special fund for capital expenditures shall be made up by the levy of a special assessment upon the members, and such special assessment shall be binding upon all members whether or not they were present in the meeting or voted in favor of making the improvements or additions.

ARTICLE VII ABATEMENT OF VIOLATIONS

In the event that any member of the Corporation, or his tenant or lessee, fails or refuses to comply with any limitation, restriction, covenant or condition of the Master Deed, or with the rules and regulations on the use, enjoyment and occupancy of the units or other property in the project, within the time fixed in the notice given to him by the Board of Trustees, the Board, or its duly authorized representatives, shall have the right to enjoin, abate or remedy the continuance of such breach or violation by appropriate legal proceedings.

The Board shall assess all expenses incurred in abatement of the violation, including interest, costs and attorney's fees, against the defaulting member.

11

By way of penalty, the Board may, in its discretion, also impose upon the defaulting member liquidated damage in such amount as it may seem reasonable and proper, according to the gravity of the violation.

year.

ARTICLE VIII MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the corporation shall be the calendar

Section 2. Annual Statements. The Board of Trustees shall print and send to the members of the Corporation at least fifteen (15) days before their annual meeting, a statement of the financial condition of the Corporation covering the previous fiscal year and a consolidated balance sheet of the assets and liabilities of the corporation.

Section 3. Corporate Seal. The Corporation shall adopt a corporate seal containing the name of the Corporation and place and year of incorporation.

Section 4. Interpretation. The Board of Trustees shall have the full power and authority to interpret these By-laws.

Section 5. Repeal and Amendment. These By- Laws may be amended, repealed or modified by the affirmative vote of the majority of the members and by majority of the Board of Trustees at any regular meeting or at any special meeting called for the purpose; Provided, however, that by the affirmative vote of 2/3 of the members, the power and authority to amend or repeal these by-laws or adopt new by-laws may be delegated to the Board of Trustees; Provided, finally, that the delegation of such powers and authority to the Board shall be considered as revoked whenever a majority of the members shall so vote at a regular or special meeting called for the purpose.

ADOPTED this January 27, 2005 by the unanimous vote of all the undersigned at Makati City, Metro Manila.

ANICETO V. BISNAR, JR. (SGD.) BERNARD VINCENT O. DY(SGD.)

CATLEYA L. MOYA(SGD.)

LOURDES R. REYES(SGD.) LAURENCE JOHN I. VISCO(SGD.)

12

SIGNED IN THE PRESENCE OF:

MARIBETH COBANGBANG (SGD.) ASIL LARIZABAL (SGD.)

.... 'REPUd'Ut (!'IJ1JE PHILIPPINES) ___ City ) S.S.

CERTIFICATE OF AMENDMENT TO THE BYLAWS OF

BONIFACIO RIDGE CONDOMINIUM CORPORATION

We, the undersigned members of the Board of Trustees of BONIFACIO RIDGE CONDOMINIUM CORPORATION (the "Corporation"), and the Chairman and Corporate Secretary of the meetings of the Board of Trustees and Members ofthe Corporation, held on September II, 2008 and October 11, 2008, respectively, at its principal oft1ce,

DO HEREBY CERTIFY THAT:

at

I. At the Regular Meeting of the Board of Trustees held on September II, 2008, members of the Board of Trustees unanimously approved the amendment to Section 4, Article II of the Corporation's By Laws, which amcndment has been ratified and approved by the members representing at least a majority of the members of the Corporation at its annual meeting held on October 11 2008, and adopted the following resolution:

"RESOLVED, AS IT IS HEREBY RESOLVED, that the Board of Trustees of Bonifacio Ridge Condominium Corporation (the "Corporation") authorizes and approves the amendment to Section 4, Article II of the Corporation's Bylaws, as follows:

'Section 4. Annual Meeting: Vote of Members: The Annual meeting of the members of the Corporation shall be held on the fourth (4th) Saturday of September of each year."

2. The requirements of Sec. 48 of the Corporation Code have been complied with.

3. Attached herewith are copies ofthe By Laws, as amended. MAR 302009 n tltN-;Ml,",~vmEll 'REOF, \\e have caused our signatures to be hereunto aft1xed this __ ~ .. ,Ur:Le'ty~ ..... 1,.

·~L·H!hw ruf.CHELLE CASTANEDA-WENGE«.1"

ChairmanoftheBo ~

'R~~ M. Z,JR. / Trustee Trustee

ISABEL~EZ Trustee

W~ON Corporate Secretary QUEZOn (11)'

SUBSCRIBED AND SWORN TO before me thMAR 3 0 2099---- afliants exhibiting to me their Community Tax Certificates, as follows:

Name

Isabel M. Rodriguez Rachelle Castaneda-Wenger Ronaldo Mayor Edgardo M. Cruz, Jr. Ma. Theresa F. Esquivel Leilani N. de Leon

Doc. No~1 ;

pageNO'~' Book No. .; Series of2

CTC/Passport No. Date/Place Issued

0621408 0362036 0044038 07645570 19932428 23147766

Manila/Exp. Mar. 1,2011 Manila/Exp. Jan. 13,2013 Paranaque/Jan. 14,2008 Quezon City/Jan. 11,2008 Paranaque/Jan. 24,2008 Feb. 29, 2008/Paranaque

. GORDOlA a I ,PI{ f'1I8UC

liNT DEC:'1'"jEP 3L 2'i';') PTf? N _ 0906362, J!~~/I.: ).: c. IBP Ii .. 76D5.62JROLL NiJ.251(U

2

· .

SEC NUlllber CN200502294 File Number·

BONIFACIO RIDGE CONDOMINIUM CORPORATION

(Company's Full Name)

Taguig City

(Company's Address)

816-4812

(Telephone Number)

December 31

(Fiscal Year Ending) (month and day)

General Information Sheet

(Form Type)

Amendment Designation (if applicable)

(Period Ended Date)

(Secondary License Type and File Number)

------

ION SHEET (GIS) PORATION

FOR THE YEAR ____ ,2007 ____ _

GENERAL INSTRUCTIONS: 1. FOR USER CORPORATION: THIS GIS SHALL BE SUBMITTED WITHIN THIRTY (30) CALENDAR DAYS FR

MEMBERS' MEETING AS STATED IN THE BY-LAWS. DO NOT LEAVE ANY ITElIII BLANK. WRITE "N.A.- IF THE INF NOT APPLICABLE TO THE CORPORATION OR -NONE-IF THE INFORMATION IS NON-EXISTENT.

2. IF THE ANNUAL MEMBERS' MEETING IS HELD ON A DATE OTHER THAT THAT STATED IN THE BY-LAWS, THE GIS SHALL BE SU WITHIN THIRTY (30) CALENDAR DAYS FROM THE ACTUAL DATE OF THE ANNUAL MEMBERS' MEEllNG.

3. THIS GIS SHALL BE ACCOMPLISHED IN ENGLISH AND CERTIFIED AND SWORN TO BY THE CORPORATE SECRETARY Or THE CORPOR

4. ALL CHANGES ARISING BETWEEN ANNUAL MEETINGS AND AFFECTING THE INFORMATION STATED IN THE GIS. SUCH AS THE DEATH, RESIGNATION OR CESSATION OF HOlDING OF OFFICE OF A DIRECToR, TRUSTEE, OR OFFICER. SHALL BE REFLECTED IN AN AMENQED GIS LABELED AS SUCH AND THE CHANGES CLEARLY H/GHUGHTED. THE AMENDED GIS SHALL BE SUBMTTED WITHIN THIRTY (30) DAYS AFTER SUCH CHANGES OCCURRED OR BECAME EFFECTIVE.

5. SUBMIT FIVE (5) COPIES OF THE GIS TO THE CENTRAL RECEMNG SECTION. GROUND ROOR. SEC BlDG .• EDSA. MANDAlUYONG CITY. ALL COPIES SHALL BE ON A4 OR LETTER-SIZE PAPER WITH THE STANqARD COVER SHEET. THE PAGES OF ALL COPIES SHALL USE ONLY ONE SIDE. CORPORATIONS -SUBMITTING A SOFT COPY OF THEIR GIS SHAlL SUBMT FOUR (4) HARD COPIES OF THE GIS. TOGETHER WITH A CERTIFICATION UNDER OATH BY ITS PRESIDENT. CHIEF EXECUTIVE OFFICER, OR CORPORATe SECRETARY THAT THE SOFT COPY CONTAINS THE EXACT DATA IN THE HARD COPIES.

6. ONLY THE GIS ACCOMPLISHED IN ACCORDANCE WITH THESE INSTRUCTIONS SHALL BE CONSIDERED AS COMPLIANT WITH EXISTING RULES AND REGULATIONS.

7. THIS GIS MAY BE USED AS EVIDENCE AGAINST THE CORPORATION AND ITS RESPONSiBlE DIRECTORSfTRUSTEES/OFFICERS FOR ANY

VlOLATION?F EXISTING LAWS. RULES AND REGULATIONS

PLEASE PRINT LEGIBLY =============== CORPORATE NAME:

BUSINESSI TRADE NAME

SEC REGISTRATION NUMBER:

DATE OF ANNUAL MEETING PER BY­LAWS:

DATE OF ACTUAL MEETING:

COMPLETE PRINCIPAL OFFICE ADDRESS:

BONIFACIO RIDGE CONDOMINIUM CORPORATION

IBONIFACIO RIDGE CONDOMINIUM CORPORATION

I

rrd Saturday of March of each year

f 124-Nov-07

i i Bonifacio Ridge Condominium. Bonifacio Global City. Taguig City,

IMetro Manila

DATE REGISTERED: 3-Ma~~-'--""'-'---'-'--""""""""""""""""""""'"

FISCAL YEAR END:

31-Dec

CORPORATE TAX IDENTIFICATION - NUMBER (TIN): ____ .... _

243-328-54lHlOO

WEBSITElURL ADDRESS: 1------_ .. _--_ ...... _----_ ....... __ .............................. .

NA

EMAil ADDRESS:

NA

TELEPHONE NUMBER(S):

.816-4812

COMPLETE BUSINESS [BonifaGO Ridge Condominium. Bonifacio Global City. Taguig City. Metro FAX NUMBER(S): ADDRESS: IManila

PRIMARY PURPOSE !Condominium Corporation ENGAGED IN: !

NAME OF EXTERNAL AUDITOR & SIGNING PARTNER:

I ~

rPMG Partners

I IF ENGAGED IN MICROFINANCE BUSINESS, CHECK SERVICES

...................... Deposits

Loans

....................... Money Transfer

GIS- NON-STOCK(v.2006)

Insurance Products

Payment Services

Others

SEC ACCREDITATION

NUMBER:

856-1311

TELEPHONE NUMBER(S):

TO BE FILLED UP BY SEC PERSONNEL: INDUSTRY NATIONAL GEOGRAPHICAL

CLASSIFICATION .. ___ ~mJ;: __ .. ___ .. __ C?~~E .. ~N~<?~: ____ _

· , GENERAL INFORMATION SHEET NQN-5TOCK CORPORATION

=--======;===---=====--= PLEASE PRINT LEGIBLY =----======--=====--===== .. CORPORATE NAME: Bonifacio Ridge Condominium Corporation

o IRE C T OR S I 0 F F ICE R S

NAME CURRENT, COMPLETE RESIDEN17AL ADDRESS

1. Mr. Laurence John I. Visco Tjnit··208j§pa·iiish-BaY:·BonrRidge··coiido--········~·-.-..... _._ ... _ ..... _-

2. Mr. Eagardo M. Cruz, Jr. ·6"-;,figan·R;i~·P·hiiam·Homes:··Quezoii-ciiY··--·-·········· ........ _ .... _._ ... _ ....... _ ..

3. Ms. Rachelle Castaneda-Wenger 'A804'cypress-pt-fower'BonrRidge CoOCio-·_·_·····_· __ ·_··_······· __ ···_·-

4. Ms. Isabel M. Rodriguez ·unltTo6";·Spaiiish·Bay;··Boni-R"idge·COO·do··_····_· __ ·_·--_._-_ .... _ .... __ ..

5. Leilani N. de Leon ·6"9·Ri~iera-sC·Merviiie:·Pque····-····-·····--·-·-·····.~--.-....... -...... -........... -.... .

6.

7.

B.

9.

10.

11.

12.

13.

14.

15.

INSTRucno·is: FOR INCORPORATOR COLUMN. PUT OOYOO IF AN INCORPoRATOR. "N"" IF NOT. FOR BOARD COLUMN, PUT ·C" FOR CHAIRMAN, OM" FOR MEMBER. FOR OFFICER COLUMN, INDICATE PARTI<CULAR POSITION IF AN OFFICER, SUCH AS:

PRE-PRESIDENT CEO· CHIEF EXEC. OFFICER coo. CHIEF OPERATING OFFICER COS· CORPORATE SECRETARV AUD· EXTERNAL AUDITOR GOV - GOVERNMENT REPRESENTATIVE

GIS- NON-STOCK (v.2006)

NATIONAUTY INCORPORATOR

Filipino Y

Filipino N

Filipino N

Filipino N

Filipino N

«"AX IDENTIFICATION BOARD OFFICED NO. (TIN) FOR FIUPINOS

.n or PASSPORT NO. FOR . FOREIGNERS

M Treas 100-429-731

M 126..810-026

M Vice 167-657-178 Pres

C Pres 107-082-169

Co!"p 139-319-440 Sec

CFO • TREASURER LEG· LEGAl COUNSEl OTR-OTHERS N·NONE

Page 2

. ,

GENERAL INFORMATION SHEET NON~TOCKCORPORATION

===================--=;:::=== PLEASE PRINT lEGIBLY ====--=================== CORPORATE NAME:Bonifacio Ridge Condominium Corporation -1. INTERCOMPANY AFFILIATIONS

PARENT COMPANY SEC REG. NO. ADDRESS

NA AFFIUATE SEC REg, NO. ADDRESS

NA

NOTE: USE ADDITIONAL SHEET IF NECESSARY

2. INVESTMENT OF CORPORATE AMOUNT (in PhP) DATE OF BOARD RESOLUTION FUNDS IN ANOTHER CORPORATION 2.1 STOCKS NA

2.2 BONDS/COMMERCIAL PAPER NA (issued by private corporations)

2.3 LOANS/ CREDITS/ ADVANCES NA

2.4 GOVERNMENT TREASURY BILLS NA

2.5 OTHERS NA

3. INVESTMENT OF CORPORATE FUNDS IN ACTlVmES UNDER DATE OF BOARD RESOLUTION DATE OF MEMBERS' ITS SECONDARY PURPOSES (PLEASE SPECIFY:) RA TIFICA TION

3.1 NA

3.2

3.3

3.4

3.5 .

4. FUND BALANCE (In PhP): NA

5. SECONDARY LlCENSElREGISTRATIONlAUTHORITY/ACCREDITATION OTHER GOVERNMENT AGENCY:

5.1 NAME OF AGENCY: BANGKO SENTRAL INSURANCE DEPARrr.'IENT OF

COMMISSION ON TECHNICAL EDUCATION DEPARTMENTOFSOC~

HIGHER AND SKILLS DEVELOPMENl WELFARE AND NG PllIPINAS COMMISSION EDUCATION

EDUCATION AUTHORfTY DEVELOPMENT

5.2 DATE ISSUED: NA NA NA NA NA NA . 5.3 DJ\ TE STARTED

OPERATIONS:

6.TOTAl ANNUAL COMPENSATION OF 7. TOTAL NO. OF OFFICERS: 8. TOTAL NO. OF 9. TOTAL MANPOWER DIRECTORSITRUSTEES DURING THE RANK & FilE COMPLEMENT

r..Rr;g.r;Q.!~.G .. E!~.~~.~.X~B .. U!l.r..br.l ..... , ..... _ .............. _ .... ... _ .. n·_······~ .. _n ...... • •••• _ •• ••••• .•••• n .. _._.·· ................ ___ .... _._~.M.p.bQy.r;.~~ ..... . ..... __ .... _ .. __ ..... _ ... _-............... _---None 4 NA NA

NOTE: USE ADDITIONA\L SHEET IF NECESSARY

GIS- NON-STOCK (v.2006) Page 3