Déjà Brew Brew ByLawsFINAL
Déjà Brew Brew ByLawsFINAL
OF
ARTICLE I
OFFICE
The main office of the Corporation shall be located at the place stated in the Articles of
Incorporation. The Corporation may have such other branch offices, either within or
outside the Philippines, as the Board of Directors may designate or as the business of
ARTICLE II
Section 1. Subscriptions – Subscribers of the capital stock of the corporation shall pay
to the corporation the value of the stock in accordance with the terms and conditions
prescribed by the Board of Directors. Unpaid subscriptions shall not earn unless
certificates for such fully paid stock subscription in his name in the books of the
corporation. The certificates shall contain the matters required by law and the Articles of
Incorporation. They shall be in such form and design as may be determined by the
Board of Directors and numbered consecutively. The certificates, which must be issued
in consecutive order, shall bear the signature of the President, countersigned by the
Secretary or Assistant Secretary of the corporation, and sealed with the corporate seal.
The stub shall be signed by the stockholder upon issuance of the corresponding
certificate and shall be considered as a receipt from the stockholder. The documentary
stamps for each certificate of stock shall be borne by the stockholder, purchaser, or
transferee.
pledged by delivery of the certificates duly indorsed by the stockholder, his attorney-in-
The Corporation shall consider the person in whose name the certificate was
issued as the owner thereof until said transfer has been recorded in the books of the
corporation showing the names of the parties to the transaction, the date of the transfer
surrendered to the Secretary for cancellation and replaced by a new certificate in the
name of the transferee before the transfer will be recorded in the books of the
corporation.
No share of stick against which the corporation holds any unpaid claim shall be
“Cancelled” on the face thereof and affixed to the original stub. No new certificates shall
be issued unless and until the old certificates have been surrendered to and cancelled
certificates may be replaced in the manner provided for in Section 72 of the Revised
Corporation Code of the Philippines and/or other pertinent laws at the time of the
replacement.
Section 6. Closing of Transfer Books – The stock and transfer book shall be closed
for at least TWENTY (20) days for regular meetings and SEVEN (7) days for special
ARTICLE III
STOCKHOLDERS
Section 1. Annual Meeting – The annual regular meetings of the stockholders, for the
purpose of electing directors and for the transaction of such business, shall be held on
July 1 of each year at the principal office of the corporation or in such other place in the
city where the principal office of the corporation is located as provided in the notice. If
the annual meeting falls on a legal holiday, the annual meeting shall be held on the next
business day.
Section 2. Special Meeting – The special meeting may be called, at any time, for any
purpose or purposes by resolution of the Board of Directors or upon the call of the
the Secretary and sent by personal service or mailed to all stockholders of record
entitled to vote at the address registered in the books of the corporation or stockholders
last known address at least SEVEN (7) days prior to the regular meeting or TWO (2)
Notice for a special meeting shall state the object or objects thereof.
The requirements for notice to the meeting shall be deemed waived if the
the stockholder is solely for the purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened. Notice of any
SPECIAL meeting of the stockholders may be waived in writing by all the stockholders
the stockholders shall be the majority of the outstanding capital stock must be present
any question that may come before the meeting, except for matters which the law
meeting shall be adjourned until the requisite numbers of stockholders are present.
for inspection and recording at any time before the time set for the meeting.
Unless otherwise provided in the proxy, it shall only be valid for the meeting at
which it has been presented to the Secretary. The proxy may be revoked in writing or
Section 6. Manner of Voting – Every stockholder entitled to vote may vote at all
Section 7. Election of Directors – Each stockholder entitled to vote shall have the
right to vote, the number of shares in the stockholder’s name recorded in the
corporation’s stock and transfer book at the time of its closing, for as many persons as
there are directors to be elected or he may cumulate said shares and give one
number of the shares owned by him, or he may distribute them on the same principle
among as many candidates as he shall see fit: Provided that the total number of votes
cast by him shall not exceed the number of shares owned by him as shown in the books
the Chairman or, in his absence, the President, or in his absence, a member of the
Board of Directors elected as chairman of the meeting by a majority of the Board of
Section 9. Minutes – The secretary shall keep a faithful record of the proceedings at all
stockholders’ meeting, and in his absence, the chairman of the meeting shall appoint
the secretary of the meeting. The minutes shall be signed by the secretary of the
Section 10. Compensation – By-resolution of the Board, each director shall receive a
reasonable per diem allowance for his/her attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than TEN
percent (10%) of the net income before income tax of the corporation during the
preceding year. Such compensation shall be determined and apportioned among the
directors in such manner as the Board may deem proper, subject to the approval of
Section 1. Powers of the Board – Unless otherwise provided by law, the corporate
powers of the corporation shall be exercised, all business conducted, and all property of
the corporation controlled and held by the Board of Directors. Without prejudice to the
general powers, the Board of Directors shall have the following express powers:
1. To make and change rules and regulations for the conduct of the business of
mortgage any said real and personal properties on the corporation’s behalf;
3. To delegate, from time to time, any of the powers of the Board which may be
Section 2. Number and Qualifications – The members of the Board of Directors shall
be TWO (2).
unless a holder of a share of stock in his own name. If any director shall cease to be a
Directors shall be elected annually by the stockholders for a term of ONE (1) year
and shall serve until his successor shall have been elected and qualified, or until his
death, or until his resignation, or until his removal in the manner provided under Section
28 of the Corporation Code and rules and regulations that may be promulgated by the
Section 3. Resignations – Any member of the Board of Director may resign at any
time by giving a written notice of resignation to the President. The resignation shall take
Section 4. Vacancies – Any vacancy occurring in the Board of Directors, other than by
the removal by the stockholders, may be filled by the vote of at least a majority of the
the stockholders in a regular or special meeting called for that purpose. A director or
trustee so elected to fill a vacancy shall be elected only for the unexpired term of his
predecessor in office.
Section 5. Organizational Meetings – The Board of Directors shall meet for the
purpose of organization and for election of officers of the corporation immediately after
Board of Directors, the Board shall meet every first MONDAY of each month.
Section 7. Notice of Meetings – Notice of any regular or special meeting of the Board
of Directors stating the date, time, and place of the meeting shall be given by the
Secretary to each director at least TWO (2) days before the day of the meeting by
posting the same on a postage-prepaid letter addressed to the member of the Board at
his given address, or by delivering the same personally, or transmitted by the telegraph,
facsimile, or cable, or electronic mail. The notice for special meetings shall also state
Section 8. Quorum – A majority of the Board of Directors shall constitute a quorum for
the transaction of corporate business, and every decision of at least a majority of the
quorum shall be valid as a corporate act, except for the election of officers which shall
Section 9. Conduct of the Meeting – The meetings of the Board of Directors shall be
presided by the Chairman, or in his absence, the President or, in his absence, a
member of the Board of Directors elected as the chairman of the meeting by a majority
Section 10. Minutes of the Meeting – The Secretary shall act as secretary in every
meeting and, if absent, the chairman of the meeting shall appoint a secretary of the
meeting to keep a faithful record of the meeting of the Board of Directors. The minutes
shall be signed by the secretary of the meeting with the approval of the chairman of the
meeting.
Meetings of the Board of Directors may be called and held by teleconference, video
conference, or other similar modes in accordance with such rules and regulations that
Section 12. Compensation – Each director shall receive a reasonable per diem for his
attendance at every meeting of the Board of Directors. The compensation for the
services of the Board of Directors shall be may be granted by the majority of the
outstanding capital stock and approve the amount thereof at a regular or special
stockholders’ meeting.
ARTICLE V
OFFICERS
and a Treasurer.
b. To initiate and develop corporate objectives and policies and formulate long
range projects, plans and programs for the approval of the Board of Directors,
c. To supervise and manage the business affairs of the corporation upon the
f. To oversee the preparation of the budgets and the statements of accounts of the
corporation;
instruments affecting the interests of the corporation which require the approval
k. To perform such other duties as are incident to his/her office or are entrusted to
Section 10. Secretary – The Secretary must be a citizen and resident of the
a. To keep the corporate records including the transfer book and the corporate
seal and to attest and certify by his signature all corporate documents
b. To attend and record or cause the proper recording of the minutes of all
including notices for meetings of the Board of Directors and the Stockholders;
f. To render reports, exercise such powers, and perform such services that are
Section 11. Treasurer – The Treasurer who must be a resident of the Philippines shall
a. To receive and keep the funds of the corporation and disburse the same as
corporation and such other financial reports as may, from time to time, be
require
as may be required by rules and regulations and to submit the same to the
e. To exercise such powers and perform such services that is incidental to his
MISCELLANEOUS PROVISIONS
Section 1. Seal – The Corporate Seal shall determined by the Board of Directors.
vote of the Board of Directors and the stockholders owning at least majority of the
outstanding capital stock; Provided that the delegation of said power shall be
outstanding capital stock shall so vote at a regular or special meeting called for the
purpose.
Section 3. Adoption – The foregoing By-Laws were adopted by the vote of the
corporation at the meeting of the stockholders held on April 14, 2020 at Angeles City,
Province of Pampanga.
said meeting and voting in favor of the adoption of these By-Laws have hereunto
subscribed our names unto these By-Laws which are certified to by the Corporate
Secretary.
Certified by:
_____________
PAULINE B. GRAVOSO
Corporate Secretary