BY LAWS OF PMA CLASS OF 1997 ARTICLE 1 Membership Section 1. Classification A Member may be classified as Regular or Associate. Section 2. Distinction.

a) A Regular member is one who had been duly graduated from the Philippine Military Academy in 1997. b) An Associate Member is one who had been otherwise accepted or admitted as a Member of PMA 1997 pursuant to a process for admission herein after described. c) The distinction between the two types of Members refers solely to the manner or mode of entry. The distinction begins and ends there. They are co-equal in every sense. A Member, Regular or Associate, whall be refereed to as Member, Mistah, or Cavalier. Section 3. Similarity The members shall have the same duties and responsibilities, shall enjoy the same privileges and honor, and shall exercise the same rights. Section 4. Admission

Any natural person shall be admitted as Member of PMA Class 1997 after the following conditions shall have been statisfied: a) No person may apply for membership.

b) A person who has distinguished himself or herself in the professional, business, or other honorable endeavor may be invited and nominated in writing for membership by any Member PMA Class 1997 to the Board of Directors; c) The nominee shall provide the Board of Directors with his or her current curriculum vitae and photograph in as many copies as there are Directors. d) The name of the nominee, together with his or her personal and educational data, shall be circulated among all the Members of PMA Class 1997 for their perusal, knowledge, and comment; e) Objection, if any, to the admission of a nominee shall be submitted in writing, providing reasons therefore, to the Board of Directors before the convening of the special deliberation meeting by said Board.

f) In a special meeting of the Board or Directors called for the purpose of considering and deliberating upon the nomination for admission, the nominee must garner a unanimous vote for admission from all Directors. A Negative vote from any of the Directors shall serve as a rejection of the nomination. g) The successful nominee shall be placed on probation for one year. Within this period, he may be invited to attend social functions of the class. h) After the one year probation period and no report of any derogatory circumstance against the successful nominee has been received by the Board of Directors from any of the members of PMA Class 1997, he shall forthwith be officially inducted into the class as bona fide Member thereof in an appropriate occasion. Thereupon, the new Member of PMA Class 1997 shall be recommended for membership to the Philippine Military Academy Alumni Association, Inc. (PMAAAI). Section 5. Termination. a) Membership may be terminated by death or for cause.

b) The Board of Directors, upon due notice and hearing, may terminate a persons membership. ARTICLE II Section 1. General Assembly.

The highest governing body of PMA Class 1997 shall be the General Assembly which comprise the entire membership of PMA Class 1997 assembled in a general meeting. Section 2. Sectors and Chapters A member shall belong to any of the following sectors and i. Armed Forces of the Philippines (Military Sector): 1. Philippine Army Chapter 2. Philippine Navy Chapter 3. Philippine Air Force Chapter

a) chapters, to wit:

Professional, Business and Public Service (Civilian Sector) 1. Foreign-based Chapter 2. Philippine-based Chapter 3. Public Service Chapter b) Members who are still in the active military service shall join and maintain their membership in the sector and chapter where they are actually rendering service. c) Members who have resigned or retired from, or who have never been with the military service, shall join the civilian sector and the appropriate chapter. ARTICLE III

ii.

Section 1.

Annual Meeting

The PMA Class 1997 shall convene annually at a general membership meeting on the second (2nd) Sunday of February at such time and place as the Board of Directors may determine. Section 2. Special Meeting Special Meetings of the PMA Class 1997 may be called at any time by resolution of the Board of Directors, or by request, in writing, or at least ten (10) Members indicating the purpose of such meeting. Only business specified in the notice shall be considered. Section 3. Notices Notices of the date, time and venue of annual and special meetings of PMA Class 1997 shall be disseminated to all members at least five (5) days prior to the said meeting. Sector/Chapter VPs shall be responsible for the effective transmission of the notices to their respective members. The notice for a special meeting shall include the purpose thereof. Any member attending it may waive notice of meeting verbally. Section 4. Quorum.

At all meetings, one tenth (1/10) of all the Members entitled to vote present in person or by proxy, shall constitute a quorum for the transaction or business, and a majority vote to those present in person shall constitute a valid act of PMA Class 1997, except in those matters where the affirmative vote of a greater proportion of the membership is required Section 5. Order of Business. The order of business at the Annual Meeting of the general membership shall be as follows: a) b) c) d) Proof of Meeting Proof of Presence of Quorum Approval of the Minutes of the Previous Annual Meeting Reports: i. ii. e) Management f) g) Proclamation of Elected Directors for Ensuing Year Other matters By the President By the Treasurer

Ratification of all Acts of the Board of Directors and the

ARTICLE IV Board of Directors Section 1. Board of Directors.

The management of the affairs and business of PMA Class 1997 shall be vested in a Board of Directors. It shall be composed of fifteen (15) Members of PMA Class 1997 who shall be known or referred to as Directors: five each from the different Branch of Service of the Military Sector. Every three (3) years thereafter, the Board of Directors shall review the number of Directors and reapportion the same among the Sectors with the current number of their respective Members and on the basis of a uniform and progressive ratio, subject to ratification by the General Assembly. A member of PMA Class 1997 who is among the Directors of the Board of PMAAAI shall be, ipso factor, an ex-officio Director of PMA Class 1997 but without voting rights. Section 2. Nomination and Ratification of Directors. The different Sectors shall nominate from among their respective Members five (5) nominees for Directorship each, which I turn shall be subjected to ratification by the General Assembly. Upon ratification, they shall be declared as Directors and shall thereupon compose of Board of Directors of PMA Class 1997. Section 3. Tenure and Vacancy.

The Directors shall assume office on the first (1 st) day of March immediately following their ratification and shall serve for two (2) consecutive years and until their successors shall have been ratified and qualified. No Director shall serve for more than two (2) consecutive terms. Section 4. Organizational Meeting.

Within fifteen (15) days following the annual meeting, the Directors shall meet and elect among themselves the Officers of PMA Class 1997. A majority vote of all the Directors is required for the election of officers. The President, shall appoint the respective Chairpersons and members of the different standing committees, and create such other committees as he may deem necessary. Section 5. Regular and Special Meetings.

The Board of Directors shall meet regularly once a month at such date, time and venue as it may prescribe. Special meetings maybe held at any time at the call of the President or of any four (4) Directors. At a Special Meeting, only the agenda specified in the notice shall be considered. Section 6. Notices.

Notices of regular and special meetings of the Board of Directors shall be sent to each Director at least five (5) days prior to the meeting, indicating therein the date, time, venue and purpose thereof. Section 7. Quorum.

In all meetings of the Board of Directors, eight (8) Directors shall constitute a quorum, and a majority vote of those present if required to validate a corporate act, except as otherwise provided by this By-Laws. Absent Directors cannot vote by proxy at meetings of the Board of Directors. Section 8. Absences.

A Director who has absented himself for three (3) consecutive regular meetings of the Board of Directors without justifiable reason as determined by the Board of Directors shall by Board Resolution be rendered resigned. Section 9. Powers.

All corporate powers of PMA Class 1997 shall be exercised, its business conducted, and its property controlled by the Board of Directors. The Board of Directors may, by Resolution, delegate to the Committees, Officers, employees or Agents of PMA Class 1997 such powers as it may seem fit. ARTICLE V Officers and Duties Section 1. Officers The officers of PMA Class 1997 shall consist of the following to wit: a) President; b) Senior Vice President; c) Sector/Chapter Vice Presidents; d) Secretary e) Treasurer; f) Auditor; g) Press Relations Officer; h) Business Manager; i) Class Historian; j) Special Events/Activities Officer; and k) Sergeant-at-Arms

Section 2.

Tenure and Vacancy

The officers shall assume office the first (1 st) day of March immediately following their election and serve for two (2) consecutive years and until their successors shall have been duly elected and qualified. No officer shall serve in the same position for more than two consecutive terms. The Board of Directors shall fill in any vacancy in an office for the unexpired term. Section 3. The President

The President shall be the Chief Operating Officer (COO) of PMA Class 1997. He shall preside over the meetings of PMA Class 1997, except when the same is transacting business pertaining to elections. He shall represent PMA Class 1997 in all its dealings with any other entity on matters pertaining to PMA Class 1997. He shall see to it that orders and resolutions of the General Assembly and the Board of Directors are carried out. He shall appoint the Chairpersons and Members of standing committees, respectively, from among the members of PMA Class 1997, subject to the ratification of the Board of Directors, and except as provided for in this By-Laws. He shall also serve as the point of contact with the Philippine Military Academy Alumni Association, Inc. (PMAAAI), and with the administration of the Philippine Military Academy. Section 4. The Senior Vice President.

The Senior Vice President shall assist the President in the administration and operations of PMA Class 1997. He shall submit to the Board of Directors after the close of every fiscal year and to the general assembly at the annual general meeting a report of the operations from the preceding fiscal year. He shall act and perform the duties of the President in the latters absence or incapacitation. Section 5. The Sector/Chapter Vice President

The Sector/Chapter Vice President shall assist the President in managing the affairs of their respective sector/chapter. There shall be as many Sector/Chapter Vice Presidents as there are sectors/chapters as may be determined by the Board of Directors. Section 6. Secretary

The Secretary, who must be a citizen and resident of the republic of the Philippines, shall act on all correspondence and keep all corporate records and documents not pertaining to the office of the Treasurer. He shall maintain and have custody of the PMA Class 1997 Directory. He shall give due notice and keep minutes of all meetings of the Board of Directors and the General Assembly. He shall assist the Class Historian in maintaining record of events, including the regular publication of PMA Class 1997s Newsletter and including the regular contribution in the Class Call column of the Cavalier magazine of the PMAAAI. He shall perform such other duties as may be required by law or prescribed by the Board of Directors. Section 7. The Treasurer.

The Treasurer shall be responsible for the proper receipt, custody and disbursement of all funds, securities, and properties of PMA Class 1997. he shall keep a complete and accurate record of all receipts and disbursement of funds and all financial transaction in appropriate books of accounts of PMA Class 1997, and see to it that proper vouchers evidence all disbursements. He shall deposit in the name and to the credit of PMA Class 1997 all funds, Securities and other valuables in such bank as Board of Directors may designate. He shall sign, together with the President all checks effecting withdrawals from such deposits. He shall submit to the Board of Directors a monthly financial statement for the proceeding year, and at the end of the fiscal year, an audited financial statement. He shall post a bond in such amount as maybe fixed by the Board of Directors. He shall perform such other duties as may be required by law or prescribed by the Board of Directors Section 8. Auditor.

The Auditor, who shall be responsible and report directly to the Board of Directors, shall be principal auditing officer of PMA Class 1997. He shall pass upon all vouchers and see to it that they are properly authorized. He shall also conduct periodic inspections of the accounts and properties of PMA Class 1997. He shall verify, too, all financial statements prepared by the Treasurer and render reports thereon to the Board of Directors. Section 9. The Press Relations Officer

The Press Relations Officer shall be responsible for the conduct and supervision of all publications for and PMA Class 1997 and the activities thereof as the Board of Directors may determine. It is his duty to project a good image of PMA Class 1997 and promote a harmonious relationship of the same with any entity and the general public. Section 10. The Business Manager

The Business Manager shall be responsible for the preparation of the annual budget of PMA Class 1997 for approval of the Board of Directors, and shall have general supervision over the financial operations of PMA Class 1997, as well as any investment thereof. He shall also serve as the Chairperson of the Committee on Finance. Section 11. The Class Historian.

The Class historian shall keep all records of activities and accomplishments of the Association, and in coordination with the Secretary, of all the records as may pertain to the history of PMA Class 1997. he shall also keep the records of the accomplishments of each member, which may be relevant to the History of PMA Class 1997. He shall be responsible in collecting from the members such information relevant to the history of PMA Class 1997 and to ascertain their veracity. He shall supervise the publication of PMA Class 1997 history matters. Section 12. The Special Events/Activities officer shall be responsible for the planning, preparation, and conduct of annual reunions, alumni homecoming activities, fellowships, and general meetings as the Board of Directors may direct. He shall serve also as the chairperson of the Committee on Class Affairs.

Section 13.

The Sergeant-at-Arms.

The Sergeant-at-Arms shall maintain order and discipline during meetings and other activities of MA Class 1997. He shall also endeavor to resolve personal or group disputes or conflicts, if any, of, between, or among the Members. ARTICLE VI Committees and Functions Section 1. Committees

The PMA Class 1997 shall organize the following standing Committees: Executive Committee, Membership Committee, Finance Committee, Awards Committee, and Class Affairs Committee. The Board of Directors may organize other committees, as it may deem necessary. Section 2. The Executive Committee.

The Executive Committee shall be composed of all the officers of PMA Class 1997. I shall act, in between meetings of the Board of Directors, on urgent matters requiring Board action. Its decisions shall be subject to the confirmation by the Board of Directors. It shall deliberate on non-urgent matters prior to consideration and approval by the Board of Directors. Also it shall prepare the agenda for the meetings of the Board of Directors. Section 3. The Membership Committee.

The Membership Committee shall process all nominations for membership prior approval by the Board of Directors. Also, it shall look into complaints or derogatory information against any Member and shall make appropriate recommendation thereof to the Board of Trustees. Section 4. Finance Committee.

The Finance Committee shall, within thirty (30) days from its organization, prepare an annual budget of estimated income and expenses for the current year, for approval of the Board of Directors. It shall have general supervision over the finances and properties of PMA Class 1997. Section 5. The Awards Committee

The Awards Committee shall conduct an extensive search among the Members of PMA Class 1997 for prospective recipients of awards, e.g. Cavalier Award, etc. Section 6. The Class Affairs Committee.

The Class Affairs Committee shall plan, prepare, and undertake activities in pursuit of the objectives of PMA Class 1997 and upon the direction of the Board of Directors.

ARTICLE VII Funds Section 1. Sources.

The sources of funds for PMA Class 1997 are the membership fees and dues, assessments, contributions and donations, fund-raising proceeds, and investment incomes. Section 2. Membership Dues and Fees.

A member of PMA Class 1997 shall pay annual membership dues of one thousand Philippine pesos (Php 1,000.00) payable within one (1) year. Section 3. Assessments.

For specific projects or activities of PMA Class 1997, every Member may be assessed in such amounts as may be fixed by the Board of Directors, subject to ratification of the General Assembly. Section 4. Contributions and Donations.

Voluntary contributions and donations from the Members and friends of PMA Class 1997 may be received to finance specific projects or activities thereof. Section 5. Fund-raising.

PMA Class 1997 may be invested under the direction of the Board of Directors which shall consider, primarily, the safety of the principal and, secondarily, the rate of return. Section 6. Investments.

Surplus funds may be invested under the direction of the Board of Directors which shall consider, primarily, the safety of the principal and, secondarily, the rate of return. Section 7. Categories. Funds of PMA Class 1997 shall be classified into Principal Fund and General Fund. The Principal Fund, which comes from contributions, donations, and proceeds of fund raising activities, shall be invested, and only its income, which shall accrue to the General fund, shall be spent. The General Fund, which comes from membership dues, fees, and assessments, and from investment incomes, shall be used to fund the projects and activities, as well as the general and administrative expenses of PMA Class 1997. Section 8. Disbursement

No money of PMA Class 1997 shall be disbursed except for projects, activities, and budgeted expenditures duly approved by the Board of Directors. Section 9. Compensation.

No Director or Committee Chairperson or member shall receive any compensation from PMA Class 1997 for his services to the latter. Officers, who are not Directors, and other employees shall received such salaries as may be fixed and approved by the Board of Directors. Section 10. Fiscal Year.

The fiscal year of PMA Class 1997 shall be from the first (1 st) day of March to the last day of February of the following year. ARTICLE VIII Miscellaneous Matters Section 1. Corporate Seal.

The Corporate Seal of PMA Class 1997, Inc., shall be the Class Seal of the Philippine Military Academy Class 1997. Section 2. Official Organ a) b) Section 3. Cavalier Newsletter

Awards and Recognitions. a) b) c) d) e) PMA Class 1997 Achievement Award PMA Class 1997 Service Award PMA Class 1997 Testimonial Award PMA Class 1997 Recognition Award Cavalier Award

Section 4.

Rules of Order.

The meetings and other proceedings of the General Assembly, the Board of Directors, and he different standing Committees, shall be inducted in accordance with the parliamentary procedures prescribed by the Roberts Rules of Order as far as practicable. Section 5. Interpretation.

Questions of interpretation of this By-Laws or any provision thereof, shall be settled by the Board of Directors. However, the Board of Directors may be reversed or overruled by the General Assembly as the final arbiter. ARTICLE IX

Amendments These By-Laws, or any provisions thereof, may be amended or repealed by a two-thirds (2/3) vote of the General Assembly, or by a unanimous vote of the Board of Directors at any regular or special meeting held for the purpose. Adopted this __ day of ______ 200__ in __________________ by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for this purpose. ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________

ARTICLES OF INCORPORATION OF PHILIPPINE MILITARY ACADEMY CLASS OF 1997 KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned incorporators, all legal age and majority of whom are residents of the Republic of the Philippines, imploring the aid of Divine Providence, in order to establish an Association that shall protect the interests of the Philippine Military Academy Kalasag Lahi Class of 1997, Inc., promote the general welfare and perpetuate the deeds and sacrifices of the members and safeguard the Philippine Military Academys cherished ideals of Courage, Integrity, and Loyalty, on this day voluntarily associated ourselves together for the purpose of forming a non-stock and non-profit corporation under the laws of the Republic of the Philippines. WE HEREBY CERTIFY: FIRST: That the name of this corporation shall be: PHILIPPINE MILITARY ACADEMY (PMA) CLASS OF 1997 SECOND: That the primary purposes of this corporation are as follows:

1. To contribute to the development of the Philippine Military Academy Alumni Association, Inc. (PMAAAI) and the welfare of its members; 2. To maintain the highest standards of discipline, morale and esprit de corps among the members of the PMAAAI; 3. To help safeguard and maintain the honor, prestige, and reputation of the Philippine Military Academy, and to live up, at all times, to the PMAs ideals: Courage, Integrity, and Loyalty. 4. members; 5. To strengthen the spirit of camaraderie among its members and enhance their professional growth and career advancement, as well as their social and economic well-being; 6. traditions; 7. To perpetuate the memory of departed classmates; To carry on the sound and time-honored military customs and To promote the general welfare and protect the interest of its

8. To provide a medium of information that will promote the interests of the Association and the accomplishment of its objectives; and 9. To support the PMAAAI in any capacity, especially for the good of the PMA Kalasag Lahi Class of 1997, Inc.

In the furtherance of the aforesaid purposes, and not in the limitation of the powers granted by the laws of the Republic of the Philippines, the corporation shall have the following powers: 1. To solicit and/or accept any donation contribution, gift, endowment, bequest, legacy or inheritance, or any other assets from any source whatsoever, and to make use or dispose of them as may be necessary to carry out the purposes of the corporation; 2. To invest or exchange any portion of its revenues, earnings or capital in the purchase or acquisition of stocks and bonds of other corporations, in real estate or other forms of investments, and to these ends, to deal in any manner whatsoever with any of its holdings, properties, investments and shares of stocks as the corporation may devise or need from time to time to carry out its purposes; and 3. To organize, conduct, and carry out any activity whatsoever necessary, proper or incidental to the purposes of the corporation. THIRD: Manila. That the place and principal office of the corporation is located in Metro

FOURTH: That the term for which the corporation is to exist is fifty (50) years from and after the date of issuance of the certificate of incorporation. FIFTH: follows: NAME ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ That the names, nationalities, and residences of the incorporators are as NATIONALITY ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ RESIDENCE __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________

SIXTH: That the number of directors of the corporation shall be fifteen (15) and that the names, nationalities and residences of the directors of said corporation, who are to serve until their successors are elected and qualified as provided in the By-Laws, are as follows: NAME ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ NATIONALITY ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ RESIDENCE __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________

SEVENTH: That ____________________ has been elected by the incorporators as the Treasurer of the corporation to act as such until his successor is duly elected and qualified in accordance with the By-Laws; and that as such Treasurer, he has been authorized to received for and in the name and for the benefit of the corporations, all monies paid by the members or received from donors. EIGHT: That the corporation manifests its willingness to change its corporate name in the event another person, firm, or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it. IN WITNESS WHEREOF, we have hereunto set our hands this __ day of _______, 2002 at For Andres Bonifacio, Makati City: NAME ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ NATIONALITY ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ RESIDENCE __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________

WITNESSES: _______________________________ ACKNOWLEDGEMENT Republic of the Philippines ) City of _____________

___________________________

) S.S.

BEFORE ME, a Notary Public in and for the City of ____________ personally appeared on this ____ day of ____________ 2002, the following persons with their respective Community Tax Certificates as follows: NAME ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ COM TAX CERT. NO ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ DATE/PLACE OF ISSUE __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________

All known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation consisting of five (5) pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free act and voluntary deed. Signed Notary Public PTR No. Doc No.____ Page No. ____ Book No. ____ Series of ______