1. Q: What are bylaws?

A: Rules and regulations or private laws enacted by the corporation to regulate, govern and control its own actions, affairs and concerns and of its stockholders or members and directors and officers in relation thereto and among themselves in their relation to it. 2. Q: Give the procedures in adopting bylaws. A: The bylaws may be adopted before or after incorporation. In all cases, the By laws shall be effective only upon the issuance by the SEC of a certification that the bylaws are not inconsistent with the AOI. 1. Pre incorporation It shall be approved and signed by all the incorporators and submitted to the SEC, together with AOI. 2. Post incorporation a. Vote of the majority of the stockholders representing the outstanding capital stock or members; b. Bylaws shall be signed by the stockholders or members voting for them; c. It shall be kept in the principal office of the corporation and subject to the inspection of the stockholders ore members during office hours

d. Copy thereof, duly certified by the BOD or BOT countersigned by the secretary of the corporation, shall be filed with the SEC and shall be attached with the original AOI. (Sec. 46) Q: What are the ways of amending, repealing or adopting new bylaws? A: 1. Amendment may be made by stockholders together with the Board by majority vote of directors and owners of at least a majority of the outstanding capital stock/members; or 2. By the board only after due delegation by the stockholders owning 2/3 of the outstanding capital stock/members. Provided, that such power delegated to the board shall be considered as revoked whenever stockholders owning at least majority of the outstanding capital stock or members, shall vote at a regular or special meeting. (Sec. 48) 3. POWER OF BOARD OF DIRECTORS Sec. 23. The Board of directors or trustees- Unless otherwise provided in this code, the corporate powers of all corporations formed under this code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one year (1) until their successors are elected and qualified.

4. Q: What are the ways of increasing or decreasing the capital stock? A: By increasing or decreasing the: 1. Number of shares and retaining the par value; 2. Par value of existing shares without increasing or decreasing the number of shares; 3. Number of shares and increasing or decreasing the par value