AUP Corporation

Amended By-laws
August 1997

Except as otherwise provided by the laws of the Philippines Islands, the affirmative vote of a majority of the trustees, present at any meeting, at which there shall be a quorum, shall be necessary to, and sufficient for, the adoption of any resolution.

ARTICLE III

EXECUTIVE COMMITTEE

SECTION 1. There shall be an Executive Committee to consist of eleven members of the Board of Trustees as said Board may designate, who shall exercise such powers between meetings of the Board of Trustees as said Board may from time to time lawfully delegate to it.

SECTION 2. At any meeting of the Executive Committee, five members shall constitute a quorum for the transaction of any business.


ARTICLE IV

OFFICERS

SECTION 1. Election of officers – At their organization meeting, the members of the Board of Trustees shall elect from among themselves a Chairman, a Vice-Chairman, a President, a Secretary, a Business Manager, and a Treasurer. The same persons may hold and perform the duties of more than one office, provided they are not incompatible with each other.

SECTION 2. The Chairman – The chairman shall preside at all meetings of the Board of Trustees, and of the members of the corporation.

SECTION 3. The Vice-Chairman – The Vice-Chairman, in the absence of the Chairman, shall preside at all meetings of the Board of Trustees, and of the members of the corporation.

SECTION 4. The President. – The President shall, with the Chairman and Secretary, sign all appointments, contracts, and other documents, the executive [sic] of which has been authorized by the Board, and shall perform such additional duties as may from time to time be authorized or required by the Board of Trustees.

(3)

SECTION 5. The Secretary. – The Secretary shall, with the Chairman and the President, sign all appointments, contracts and other documents, the execution of which has been authorized by the Board; he shall keep the records of the corporation and shall be the custodian of its corporate seal. He shall keep an accurate record of the minutes of the Board of Trustees, and of the members of the corporation and shall perform such other duties as the Board may prescribe.

SECTION 6. The Business Manager. – The Business Manager shall have direct charge and supervision of all the business and financial activities of the corporation.

SECTION 7. The Treasurer. – The Treasurer shall have charge of the funds of the corporation and shall disburse them pursuan[t] to the instructions of the Board of Trustees. He shall keep proper books of account of the finance of the corporation.


ARTICLE V

MEETINGS OF MEMBERS

SECTION 1. The meetings of members shall be held, not less than once every two years, at the place where the principal office of the corporation is established at such times as the Board of Trustees may designate, notice of which shall be given in writing by the Secretary.

ARTICLE VI

MISCELLANEOUS MATTERS

SECTION1. These by-laws may be amended, repealed or altered in whole or in part, by the affirmative vote of the majority of the members of the corporationa at any regular meeting or special duly called for such purpose.

SECTION 2. The Board of Trustees may from time to time adopt and pass rules and regulations, provided that they are not in conflict with the present by-laws.

SECTION 3. Fiscal year. – The fiscal year of the corporation shall begin on the first day of April in each year and end on the last day of March of the following year.

SECTION 4. Seal. – The seal of the corporation shall be in the form of a circle and shall bear the name of the corporation and the year of its incorporation.

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