BY –LAWS
 
of
 
 
_____________________________________
(Name of Corporation)
 

1. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS.
   
   
2. Regular meetings of the board of directors of the corporation shall be held monthly, unless the by-laws provide otherwise.
   
   
3. Special meetings of the board of directors may be held at any time upon the call of the president or as provided in the by-laws
   
   
4. Meetings of directors may be held anywhere in or outside of the Philippines, unless the by-laws provide otherwise. Notice of regular or special meetings stating the date, time and place of the meeting must be sent to every director or trustee at least one (1) day prior to the scheduled meeting, unless otherwise provided by the by-laws. A director may waive this requirement, either expressly or impliedly.

 

1. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE STOCKHOLDERS.

 

1. Regular or annual meetings of stockholders shall be held annually on  ___________________________________ .
   
   
2. Written notice of regular meetings shall be sent to all stockholders of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws.
   
   
3. Special meetings of stockholders shall be held at any time deemed necessary or as provided in the by-laws:
   
   
4. Written notice of special meetings shall be sent to all stockholders at least one week prior to the meeting, unless a different period is required by the by-laws.
   
   
5. Stockholders’ meetings, whether regular or special, shall be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation. Metro Manila shall, for the purpose of this provision, be considered city or municipality.
    
   
   
6. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

 

1. The required quorum in meetings of stockholders shall consist of the stockholder/s representing a majority of the outstanding capital stock.
   
   
2. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF VOTING THEM
   
   
3. Stockholders may vote in person or by proxy in all meetings of stockholders. Proxies shall be in writing, signed by the stockholder and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time.

 

1. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

 

1. No person convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of this Code, committed within five (5) years prior to the date of his election shall qualify as a director. Every director must own at least one (1) share of the capital stock of the corporation, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation shall thereby cease to be a director. A majority of the directors must be residents of the Philippines.
   
   
2. The corporate powers of the corporation shall be exercised, all business conducted and all property of the corporation be controlled and held by the board of directors to be elected from among the holders of stocks, who shall hold office for one (1) year and until their successors are elected and qualified.
   
   
3. The directors shall not receive any compensation, as such directors, except for reasonable per diems. Any compensation may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders’ meeting, In no case shall the total yearly compensation of directors, as such directors, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year.

 

1. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS
   
   
2. Immediately after their election, the directors of a corporation must formally organize by the election of a PRESIDENT, who shall be a director, a TREASURER who may or may not be a director, a SECRETARY who shall be a resident and citizen of the Philippines, and such other officers as may be provided in the by-laws. Two (2) or more positions may be held concurrently by the same officer, however no one shall act as PRESIDENT and SECRETARY or as PRESIDENT and TREASURER at the same time. The officers of the corporation shall hold office for one (1) year and until the successors are elected and qualified. The officers of the corporation shall perform functions as required by existing laws, rules and regulations.
   
   
3. FISCAL YEAR
   
   
4. The fiscal year of the corporation shall begin on the first day of January
   and end on the last day of December of each year.
   
   

       VIII. SEAL
           

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

 
 
       IX. MISCELLANEOUS PROVISIONS:
 
a) Matters not covered by the provisions of these by-laws shall be governed by the provisions of the Corporation Code of the Philippines.
 
 
 
 
IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders present at said meeting and voting thereat in favor of the adoption of said by-laws, have hereunto subscribed our names this _________ day of _____________ at __________________________________.
 
___________________________________
 
__________________________________
 
___________________________________

 Articles of Incorporation
 
 of

 ______________________________________________
 (Name of the Corporation)
 
KNOW ALL MEN BY THESE PRESENTS:
 
            The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines;

 AND WE HEREBY CERTIFY:
 
 FIRST:  That the name of said corporation shall be
 
                                  ___________________________  
 
 
  SECOND: That the primary purpose for which such corporation is incorporated:
 
PRIMARY PURPOSES
To engage in, conduct and carry on the business of buying, selling, distributing, marketing at wholesale or retail in so far as may be permitted by law all kinds of goods, commodities, wares and household/offices merchandise of every kind and description; to enter into all kinds of contracts for the export, import, purchase, acquisition, sale at wholesale or retail and other dispositions for its own account as principal or representative capacity as manufacturing representatives, merchandise broker, indentor, commission merchant, factors or agents upon consignment of all kinds of goods, wares, merchandise or product whether natural or artificial.
That the secondary purposes of the corporation shall be:

• To purchase, acquire, own, lease, sell and convey to the extent allowed by law, property of every kind and description as may be necessary or incidental to the conduct of its corporate business,
• To raise capital or borrow money to meet the financial requirements of its business by the issuance of securities, bonds, promissory notes and other evidence of indebtedness;
• To invest in other companies and enter into joint venture agreements with any company, partnership, persons or government entities, domestic or foreign, for the advancement of its interest and in carry out its primary purpose;
• To operate, distribute, buy, sell, in wholesale or retail of pharmaceuticals, laboratory and medical products and or equipments.
• To establish and operate branch offices or agencies to carry out any or all of its operations and business without any restriction as to place or amount;
• To do and perform all acts and things necessary or incidental to the accomplishment of the foregoing purposes or the exercise of any or all the powers of a corporation for the benefit of this corporation and its stockholders.

 
Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts.
 
 THIRD: That the principal office of the corporation is located in
 
_____________________________________________________________________________ 
           
FOURTH: That the term for which said corporation is to exist is   50  years from and after the date of issuance of the certificate of incorporation;
 
           
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
 
NAME                    NATIONALITY                                RESIDENCE
 
 
 
            SIXTH: That the number of directors of the corporation shall be    ____   ; and the names, nationalities and residences of the first directors of the corporation are as follows:
                       
 
NAME                 NATIONALITY                               RESIDENCE

 
            SEVENTH: That the authorized capital stock of the corporation is ________________________________ (P___________________) pesos in lawful money of the Philippines, divided into ________________ shares with the par value of ___________________ (P ____________ ) pesos per share;
 
 
            EIGHT: That at least twenty five (25%) percent of the authorized capital stock above has been subscribed as follows:
 
 
NAME OF SUBSCRIBERS         NATIONALITY    NO. OF SHARES  SUBSCRIBED                 AMOUNTSUBSCRIBED

NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent of the total subscription as follows:
 
 
NAME OF SUBSCRIBERS         AMOUNT SUBSCRIBED          TOTAL PAID-UP



            TENTH:  That   _____________________   has been elected by the subscribers as 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 receive for and in the name and for the benefit of the corporation, all subscriptions or donations paid or given by the subscribers.
 
            ELEVENTH:  That no transfer of stock or interest which will reduce the ownership of Filipino Citizens to less than the required percentage of the capital stock as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the corporation and this restriction shall be indicated in all the stock certificates issued by the corporation.
 
            TWELFTH: That the incorporators and directors undertake to change the name of the corporation as herein provided, or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership or person has acquired a prior right to the use of that name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name or contrary to public morals, good custom or public policy.
 
 
 
 
            IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this __________day of ____________________ 20______, in the City/Municipality of _______________________, Province of____________________, Republic of the Philippines.
 
 
ACKNOWLEDGEMENT
 
REPUBLIC OF THE PHILIPPINES }
                                                         }     S.S.
 
 
                        BEFORE ME, a Notary Public, for and in _____________________, Philippines, this ___________day of  ______________________, 20 _________, personally appeared the following persons:
 
 
Name                                  TIN/ID/Passport No.                                  Date &Place Issued

known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation constituting of four (___) pages, including this page where the acknowledgement is written, and they acknowledged to me that the same is their free act and voluntary deed.
 
                        WITNESS MY HAND AND SEAL on the day first above-written.
 
 
 
                                                                                    NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of  _________

To: __________________________
______________________________
______________________________


Dear: ___________________________


Re: _________________________________


Our client, _________________________________ has instructed us to collect your unpaid obligation in the amount of ______________________________ exclusive of interest, penalty and collection fees.


Records show that you have not remitted your payment for the minimum amount due as reflected in your previous statement of account. Kindly remit your payment within _______ days from receipt of this letter. Kindly fax us the payment slip after payment.


Preserve your good name and credit reputation. Should you have further inquiries about your account, you may contact us calling ______________________________________________________________________________.


Thank you.


Very Truly Yours,


_________________________________
_________________________________
_________________________________


Note: Please disregard if sufficient or full payment has been made.

Date: _______________________


To: _________________________
_____________________________
_____________________________


Dear: _________________________


Please note that as from _______________________________, our address will change from:
__________________________________
__________________________________
__________________________________
to _______________________________
__________________________________
__________________________________
Our new telephone number will be ___________________________ and fax number ____________________________
Please make note of the above information and direct future correspondence to us at our new address.  Thank you.


Yours sincerely,
__________________________
__________________________
__________________________

Date__________________________


To: ____________________________
________________________________
________________________________


Dear: ________________________

This is to inform you that we have received goods delivered by you as per your invoice or order no. _______________, dated ___________________.

Certain goods as listed on the attached sheet are defective or do not comply with our order for the following reasons:

_____________________________________________________________________________________________________________________________________________________
_________________________________
_________________________________

Accordingly, we wish to return these goods in exchange for a credit note in the amount of _________________.
We also intend to return the goods to you at your cost unless you collect them.

Please confirm the credit and also issue instructions for the return of goods.

You are advised by this notice that we reserve our legal rights.

We look forward to your prompt reply.

Yours sincerly,

______________________________
______________________________