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GRAPHITE DEXIGN AND BRANDING, INC.

BY LAWS
BY LAWS
OF
GRAPHITE DEXIGN AND BRANDING, INC.
ARTICLE I
OFFICE
The main office of the Corporation shall be located at 1107 Batangas St. cor Honduras
St., Barangay San Isidro, Makati City, Philippines. Branches may be located and organized in
other places in the Philippines depending on the discretion of the Board of Directors.
ARTICLE II
SEAL
The corporate seal shall consists of circular design in which the name of the
Corporation, GRAPHITE DEXIGN AND BRANDING, INC. is inscribed.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. All meetings of the stockholders shall be held at
the city or municipality where the principal office of the corporation is located or where
practicable in the principal office of the Corporation, which place may be delegated at the
written notice of the meeting.
Section 2. PROXIES. Stockholders either in person or in proxy may vote at all
meetings the number of shares registered in their names. Proxies must be in writing duly
notarized and filed with the corporate Secretary signed by the stockholder holding the same
shares. It shall be filed and recorded not later than eight (8) days before the scheduled meeting
as stated in the notice. No proxy without the proper approval of the corporate Secretary shall
be accepted at the meetings. Unless otherwise provide in the proxy by the giver, it shall be
valid only for the meeting for which it is intended otherwise a continuing proxy must be for a
period not exceeding five (5) years and shall be revocable at the time the shareholder in person
is present at the meeting. Irrevocable proxy may also valid if intended by the shareholder.
Section 3. QUORUM. Stockholders representing a majority of the outstanding capital
stock present in person or by proxy shall be necessary to constitute a quorum at a stockholder’s
meeting for the election of directors and for the transaction of business of the corporation unless
subject to the provision of the corporation code where a prescribed vote of a greater number is
required by law to make their action binding to the Corporation.
Section 4. ANNUAL MEETINGS. Annual meeting of the stockholders shall be held
on any day in the month of March each year, at the principal office of the corporation or other
place in Makati City depending on the designated area in the notice. If the date of the regular
annual meeting falls on a holiday, it shall be held on succeeding business days the time and
place of which shall be stated in notice. Where the election of Board of Directors and the
transaction of corporate business is not held at such meeting, the directors can set a special
meeting in which the election and transaction of business can be conducted with the same
binding effect as a regular annual meeting.
The board of directors acting in good faith may postpone and reset any other date which
may be deemed reasonable for setting the meeting.
Section 5. NOTICE OF ANNUAL MEETINGS. Except as otherwise
provided by law, written or printed notice of all annual meetings of stockholder stating the date,
time, place of the meeting and the purpose and purposes for which the meeting is called. It shall
be sent to the stockholders at his last address known to the Secretary of the corporation either
by personal delivery, mail, electronic mail or by publication in a newspaper of general
circulation to each stockholder of record entitled to vote. If mailed, the notice shall be deemed
to be given when deposited in the Philippine mail directed to the last known address of the
stockholder of records. The notice shall be sent fifteen (15) days before the scheduled annual
meeting. Notice need not to be given to shareholders if notice of any meeting is waived by him
in writing, in person or by proxy. Notice of any adjourned meeting shall not be required to be
given, unless expressly required by law.
Section 6. SPECIAL MEETINGS. Special meeting of the stockholder may be called
by the president of the corporation. When any time meeting is deemed necessary, any
stockholder or director upon showing of good cause can request a meeting signed by the
stockholder representing majority of the outstanding capital stock or by a majority of the
members of the Board of Directors.
Section 7. NOTICE OF SPECIAL MEETINGS. Stockholders permitted to get
involved in certain business transactions are given a written notice of the meeting stating the
date, time, place of meeting and the purpose or purposes for which the meeting is called. It
shall be delivered to the stockholders at his last address known to the Secretary either by
personal delivery, mail, electronic mail or by publication in a newspaper of general circulation
to each stockholder permitted to get involved. If mailed, the notice shall be deemed to be given
when deposited in the Philippine mail directed to the last known address of the stockholder of
records. The notice shall be sent fifteen (15) days before the scheduled special meeting by the
Secretary of the Corporation. Only matters stated in the notice shall be the subject of discussion
during the meeting. Notice of special meeting need not to be given to shareholders if notice of
any meeting is waived by him in writing in person or by proxy. Notice of any adjourned
meeting shall not be required to be given, unless expressly required by law.
Section 8. VOTE. At all meeting of the stockholders, every stockholder with shares
having a voting power shall have the right to vote for each share of stock held by him either in
person or by proxy upon the matter in question. The vote for the election of directors, shall be
by roll call (raising of hands) unless any voting stockholder requested for the manner of voting
to be by ballot.
Section 9. ELECTION OF DIRECTORS. For the election of Board of Directors the
law requires only plurality of vote at the annual meeting and the candidates receiving the
highest number of votes shall be declared elected at which the required quorum is present. At
all elections of directors every stockholder entitled to vote shall have the right to vote in person
or by proxy the number of shares of stock standing. Stockholders may vote such number of
shares for as many persons as there are directors to be elected or he may cumulate said shares
and give one candidate as many votes as the number of directors to be elected multiplied by
the number of shares held by him, or he may distribute them among as many candidate as he
shall see fit.
Section 10. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. For purposes of determining the stockholder to be entitled to notice of, or to vote
or be voted and any other right at any meeting of stockholders, the Board of Directors may
provide that stock and transfer be closed for a stated period which shall not be less than 30 days
before the arrival of such meeting. The Board of Directors may in advance fixed a date as the
record date for the determination of stockholders entitled to the said right above.
Section. 11. PRESIDING OFFICER. At any of the stockholders meeting the
President of the Corporation shall preside. If the President is absent, the chairman of the board
shall preside, in the absence of the President and Chairman any person selected by the majority
vote of the Directors present at such meeting shall preside at the stockholders meeting. The
Secretary of the Corporation shall remain the secretary at such meeting. In the absence of the
Secretary, any person selected by the presiding officer shall act as a secretary in the
stockholders meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. POWERS OF BOARD OF DIRECTORS. 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 to be elected by
and from among the stockholders. Without prejudice to such general powers as may be granted
by law, the Board of Directors shall have the following express powers:
a. To make and change rules and regulations not inconsistent with these by laws for the
management of corporation’s operation and affairs;

b. To acquire by purchase, exchange, assignment, gift in any lawful manner, for and in
the name of the corporation, any and all properties, rights for such consideration and
upon such terms and conditions as the Board may deem proper or convenient;

c. To invest and deal with the money of the corporation in lawful manner for any purpose
other than those for which the corporation was organized, subject to stockholder’s
approval as may require by law;

d. To incur indebtedness for the benefit of the corporation subject to stockholder’s


approval as may require by law;

e. To guarantee, for and in behalf of the Corporation obligations of the


Corporations or entities in which it has lawful interests;

f. To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or
personal, belonging to the Corporation, the Corporation’s interest would be promoted
if it is in the Board’s judgement; provided that no agreement, contract, or
obligation involving the payment of money or of the credit or liability of the
Corporation shall be made without the approval of the Board of Directors,
except by an officer or agent who is authorized generally or specifically, if the nature
of the agreement requires specific authority, by the Board of Directors;

g. To create incentive or compensation plans such as pension, retirement, bonus or profit-


sharing for the employees, including officers and directors of the Corporation; and

h. To implement these by-laws and to act on any matter not covered by these by-laws
provided such matter does not require the approval or consent of the stockholders
under any existing law, rule and regulation.

Section 2. NUMBER AND TERMS OF OFFICE. The business and property of the
Corporation shall be managed by a Board of ten (10) Directors who shall be stockholders and
who shall be elected annually by the stockholders owning majority of the subscribed capital
stock entitled to vote in the manner provided in these By laws for a term of one year
and shall serve until the election and acceptance of their duly qualified successors, or
until his death or until he shall resign or shall have been removed in the manner
hereinafter provided. Any vacancies may be filled by the remaining members of the Board if
still constituting a quorum by a majority vote, and the Directors so chosen shall serve for the
unexpired terms.
Section 3. QUALIFICATIONS. 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. Other qualifications
for nomination and election of Board of Directors are as follows:
a. At least a college graduate or with three (3) year experience in managing same kind of
business, substitute for such formal education;

b. At least twenty-five (25) years old;

c. Proven to have business insight and professional skills based on actual business and
professional experience; and

d. Proven to possess integrity, honesty, loyalty, sincerity and acting in good faith.

Section 4. REGULAR AND SPECIAL MEETING (Time, place and manner of


calling and conducting meetings and required quorum). The Board of Directors shall meet
for the purpose of organization, election of officers and the transaction of other business.
Regular meetings of the Board of Directors shall be held every 7th day of the month. Special
meeting may be held at any time upon the call of a) President, b) Chairman of the Board, and
c) a majority of the Board of Directors. Meetings may be held anywhere, within or outside the
Philippines. Notice of either regular or special meetings shall be given by the Secretary by
posting the same on a postage-prepaid letter addressed to each member of the Board at his
given address, or by delivering the same to him in person, or transmitted by telegraph,
facsimile or cable or electronic mail to each director one (1) day before the day on which the
meeting is to be held. The notice of special meeting shall state the time and place of the meeting
and the object thereof. A quorum at any meeting of the directors shall consist of a majority of
the number of directors fixed in the Articles of Incorporation. In the absence of a quorum, a
majority of the directors present may adjourn any meeting from time to time until a quorum
be had. Notice of any adjourned meeting need not be given. Meetings of the Board of Directors
shall be presided over the Chairman of the Board or, in his absence, the Vice Chairman and in
the absence of both the Chairman and the Vice-Chairman, the President, or if none of the
foregoing is in office and present and acting, by any other director chosen by the
Board. The Secretary shall act as secretary in every meeting, and if he is unable to do so,
the Assistant Secretary shall act as the secretary of the meeting and in both their
absences, the chairman of the meeting shall appoint a secretary of the meeting.
Section 5. RESIGNATION AND VACANCIES. Any director of the Corporation may
resign at any time by giving written notice to the President or the Secretary of
the Corporation. The resignation of any director shall take effect as of the date of its
acceptance by the Board of Directors. Any vacancy in the Board other than by removal by the
stockholders or by expiration of the term, may be filled by the vote of at least a majority of the
remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by
the stockholders called for the purpose.
Section 6. COMPENSATION. Each director shall receive compensation as decided
and in such amount determined by Compensation Committee, provided, that the annual
compensation of director shall be subject the limit set by law.

ARTICLE V
OFFICERS
Section 1. ELECTION. The Board of Directors shall elect a Chairman of the Board, a
Vice Chairman, a President, Vice President(s), a Treasurer, a Secretary and an Assistant
Secretary annually. The Board of Directors may also create other positions and appoint officers
and agents when necessary. All vacancies occurring among the officers shall be filed by The
Board of Directors.
Section 2. CHAIRMAN OF THE BOARD. The chairman of the board shall preside
at all meetings of the Board of Directors and stockholders in the absence of the president. The
Board of Directors can delegate other functions to the chairman of the board by which he shall
perform.
Section 3. VICE CHAIRMAN. The vice chairman shall perform the functions of the
chairman during the absence of the latter. He shall also act other duties delegated to him by the
chairman or Board of Directors.
Section 4. PRESIDENT. The president shall have control of the business and affairs
of the company subject to the control of the Board of Directors and he may appoint and
discharge all employees. He shall make sure that all resolutions of the Board of Directors are
duly executed. He shall fix the compensation of all the employees and shall have the power to
grant bonuses of the officers and directors subject to the consent of the Board of Directors. He
shall represent the shares of stock owned by the corporation in another company. He shall
preside in all meetings of the Board of Directors and stockholders at which he may be present.
Section 5. TREASURER. The treasurer shall be responsible in depositing all moneys
and other properties of the company in such trust companies, depositories or banks as the Board
of Directors shall fix. He shall have the power to give and receive receipts for all the company’s
transactions. The treasurer shall be subject to the control of the Board of Directors at all times
and shall act other duties as may be properly appointed to him.
Section 6. SECRETARY AND ASSISTANT SECRETARY. The Secretary and
Assistant Secretary must be a Filipino citizen and must be a resident of the Philippines. The
Secretary shall record all the votes and proceedings of the stockholders and of the directors in
a book kept for a purpose. The Secretary is in charge of the corporate seal of the company and
the stock certificate books. He shall countersign with the President, the certificate of stock
issued as well as other instruments requiring his signature. The Secretary shall attend to the
giving of all notices required by law or these By-laws. The Assistant Secretary shall perform
the duties of the Secretary in the absence of the latter.
Section 7. VICE PRESIDENT(s). The Vice President(s) shall perform all the duties
and powers the Board of Directors may specify.
Section 8. COMPENSATION. The Board of Directors shall set the salaries and
bonuses of all officers.
ARTICLE VI
SUBSCRIPTION, ISSUANCE, AND TRANSFER OF SHARES
Section 1. SUBSCRIPTIONS. Unpaid subscriptions to the capital stock of the
Corporation shall be due and payable with the terms of the subscription agreement. No interest
shall be due on unpaid subscriptions, unless otherwise provided in subscription agreement,
until such subscriptions are declared delinquent.
Section 2. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate for fully paid stock subscriptions in his name in the corporate books which shall be
signed by the President and countersigned y the Secretary and sealed with corporate seal
certifying the fully-paid shares owned by him.
Section 3. TRANSFER OF SHARES. All transfer shall be valid and binding on the
corporation only upon the recording thereof in the corporate books, cancellation of the
certificate surrendered to the Secretary and issuance of a new certificate to the transferee;
Provided that, no transfer of shares which would reduce the stock ownership of Filipino
citizens, to less than the minimum percentage of the outstanding capital stock required by law.
No unpaid shares shall be transferable in the books of the Corporation.
Section 4. LOST, DESTROYED AND MUTILATED CERTIFICATES. In case of
any loss, destruction or mutilation of the certificate, the holder of any stock shall immediately
notify the Corporation. In case of lost or destroyed certificate, the stockholder shall file an
affidavit in triplicate with the Corporation stating the circumstances of such loss or destruction.
Section 5. ADDRESSES. Stockholders and transferees, in case of transfer of shares,
shall provide the secretary with his address to which notices may be served upon. Failure of
any stockholder to designate any change in address, corporate notices shall be deemed properly
served upon him.
Section 6. TREASURY STOCK. Treasury stocks don’t have the power to vote nor to
participate in dividends.
Section 7. FRACTIONAL SHARES. In case of the presence of ownership of a
fractional part of a share, no certificate of stock shall be issued to the owner of the said share.
ARTICLE VII
DIVIDENDS AND FISCAL MANAGEMENT
Section 1. FISCAL YEAR. The fiscal year of the Corporation shall begin at the date
of incorporation. The commencement of the fiscal year is subject to alteration by the Board of
Directors in which they can change the start of the fiscal year on the first day of January and
end on the last day of December or any other date designated by the Corporation.
Section 2. INSPECTION OF BOOKS. Corporate books and records shall be available
for inspection by the request of any stockholder at the principal office during office hours or
any other date as may be justified by an acceptable reason except only for those information
that only Board of Directors have the right to inspect.
Section 3. AUDITING. As required by the Board of Directors, financial records and
books shall be audited by a Certified Public Accountant every end of the fiscal year.
Section 4. DIVIDENDS. Dividends shall be declared and ordered only when the
majority of the quorum of the Board of Directors is present. Any other matter necessary in
declaring dividends shall be at the discretion of the Directors. Stock dividends shall be declared
only when approved by the owners representing at least (2/3) of the outstanding capital stock.
ARTICLE VIII
PENALTIES FOR VIOLATION OF BY-LAWS AND
IDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Penalties for the violation of By-laws and the Corporation Code shall be
imposed by the Board of Directors upon considering circumstances in which penalties should
be deemed just and reasonable.
Section 2. All cost or expenses incurred by the directors or officers in transacting the
business of the Corporation shall be indemnified by the Corporation provided that directors
or officers is acting in his actual or apparent authority and provided that such directors or
officers act in good faith.
ARTICLE IX
AMENDMENT OF BY-LAWS
The board of directors, by a majority vote and the owners of at least a majority of the
outstanding capital stock at any meeting may amend, alter, extend or repeal any of them or all
of them or adopt a new by-laws. The Board of Directors shall have the authority to amend or
repeal or to adopt new by-laws when the owners of two-thirds (2/3) of the outstanding capital
stock delegate to directors the power to amend or repeal by-laws or to enact new by-laws. These
By-laws may be amended, altered, extended or repealed by the stockholder representing the
majority of the outstanding capital stock, at any meeting.

ARTICLE X
ADOPTION CLAUSE
THE FOREGOING BYLAWS WERE ADOPTED AND APPROVED by all
incorporators on this 7th day of April, 2017 at 1107 Batangas St. cor. Honduras St., Brgy San
Isidro, Makati City, Philippines.
IN WITNESS WHEREOF, we, 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 7th day of April, 2017 at the Principal Office of the Corporation.

JEAN C. MONTOYA CLARENCE F. PATIAG

BREVIN P. SANTOS CAMILLE A. TOBIAS

RACHELLA MICA G. MACAPULAY


ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )


CITY OF MAKATI ) S.S

BEFORE ME, a Notary Public, for and in the City/Municipality of Makati this 7th day
of April, 2017, personally appeared:

NAME CTC NUMBER DATE OF ISSUE PLACE OF ISSUE


Rachella Mica G. Macapulay _____________ _____________ _______________
Jean C. Montoya _____________ _____________ _______________
Clarence F. Patiag _____________ _____________ _______________
Brevin P. Santos _____________ _____________ _______________
Camille A. Tobias _____________ _____________ _______________
Brevin P. Santos _____________ _____________ _______________

known to me and known to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed as well as the free
and voluntary act of the Corporation they represent.
This instrument consisting of ten (10) pages including this page whereon the
acknowledgement clause is written, signed by the incorporators of the Corporation together
with their instrumental witnesses on each and every page hereof, refers to the by-laws of the
GRAPHITE DEXIGN AND BRANDING, INC.

Doc. No. _____; NOTARY PUBLIC


Page No. _____;
Book No. _____;
Series No. _____;
GRAPHITE DEXIGN AND BRANDING, INC.

SEAL

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