ARTICLE V

OFFICERS

1. Officers. The officers of the corporation shall be composed of a president,

a secretary and a treasurer who are citizens and residents of the Philippines. The
shareholders of the DACQ-MEAT Corporation shall also be considered as the Board
of Directors.

2. Election of officers. The officers of the corporation shall be chosen

annually by the board of directors, and shall perform their duties prescribed under
the law and these by-laws.

3. Removal and resignation of officers. Any officer of this corporation may be

removed at any time, with or without cause or notice by the discretion of the Board
of Directors. Provided, that such removal shall be conducted at a Special meeting
called for such purpose.

Should any officer fail to discharge the duties imposed by law or these
by-laws, and commit acts contrary to morals, public policy, and customs, such may
also be aground for his removal.

Any officer may resign at any time by giving written notice to the
corporation. Resignation shall take effect within 30 days from the receipt of notice,
unless otherwise specified by law

4. Vacancies in office. Any vacancy occurring in the Board of Directors

resulting from an officer’s death, resignation, removal, disqualification or from any
other cause shall be filled by the remaining directors.

5. President. The president who shall be the chief executive officer of the
corporation shall be in-charge with general supervision, direction and control of the
business, its affairs and officers. The president shall preside at all meetings of the
board. Furthermore, the president shall possess the power to sign all certificates,
contracts, and other instruments of the corporation which may be authorized by the
Board of Directors. The president shall make reports to the Board of Directors and
shall perform all such other duties as are properly required of him by the Board of
Directors.

6. Secretary. The secretary shall be present at all board meetings and shall
take the minutes of the meeting. If the secretary is unable to be present, the
secretary or the presiding officer of the meeting shall designate another person to
take the minutes of the meeting.
 The secretary shall keep, or cause to be kept, at the principal executive office
or such other place as designated by the board of directors, a book of minutes of all
meetings and actions of board. The minutes of each meeting shall state the time and
place where the meeting was held. Furthermore, make proper entries of the votes,
resolutions and proceedings of the directors in the management of the corporation
and all matter required to be entered on the records.

The secretary shall give notice, or cause notice to be given, of all board
meetings of board for which notice is required by statute or by the by-laws. If the
secretary or other person authorized by the secretary to give notice fails to act,
notice of any meeting may be given by any other officer of the corporation.

8. Treasurer. The treausrer shall keep or cause to be kept adequate books

of accounts of the properties and business transactions of the corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times be
open to inspection by any director.

The treasurer shall (a) make disbursements of corporate funds as

authorized by the board, (b) render a statement of the corporation’s financial
condition and an account of all transactions conducted as treasurer whenever
requested by the president or the board of directors, and (c) have other powers and
perform other duties as prescribed by the board of directors or the bylaws.
 ARTICLE VII

RECORDS AND REPORTS

1. Maintenance and Inspection of Board of Directors’ records. The

corporation shall keep at its principal executive office, or at another office
designated by the board of directors, a record of the names and addresses of all
shareholders and the number and class of shares held by each shareholder.

All shareholders holding at least one share of stock shall be entitled

to inspect the corporate books and records at any reasonable time at the principal
place of business upon written demand of any shareholder.

2. Maintenance and inspection of by-laws. The corporation shall keep at its

principal executive office the original or a copy of the bylaws as amended to date,
which shall be open to inspection by the shareholders at all reasonable times during
office hours.

3. Maintenance and inspection of minutes and accounting records. The

minutes of proceedings of the shareholders, board of directors and committees of the
board, and the accounting books and records shall be kept at the principal executive
office of the corporation, or at such other place or places as designated by the board
of directors. The minutes shall be kept in written form, and the accounting books
and records shall be kept either in written form or in a form capable of being
converted into written form. The minutes and accounting books and records shall be
open to inspection on the written demand of any shareholder or holder of a voting
trust certificate at any reasonable time during usual business hours, for a purpose
reasonably related to the holder’s interests as a shareholder or holder of a voting
trust certificate.

4. Annual Report. An annual report shall include the financial statements

which contain the income statement and accompanying supplementary notes
explaining the financial data which are to be prepared by the corporation.

In addition, the annual report shall also contain the corporation’s

performance and other activities of the year in review, and the prospects and other
plans that the corporation may wish to undertake.

5. Trade Secrets. The shareholders of this corporation shall not in any

way disclose the procedures not generally known which has been used for
manufacturing its products.