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ARTICLES OF PARTNERSHIP

OF

REACH OUT COMMUNITY DEVELOPMENT COMPANY


(Partnership Name)

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned partners, all of legal age, residents and
citizens of the Philippines, have on this day voluntarily associated
ourselves together for the purpose of forming a general partnership under
the following terms and conditions and subject to existing and applicable
laws of the Republic of the Philippines:

AND WE HEREBY CERTIFY:

ARTICLE I. Partnership Name: That the name of this


partnership shall be
REACH OUT COMMUNITY DEVELOPMENT COMPANY, and shall transact
business under the said company name.

ARTICLE II. Business Purpose: That the purpose/s for which this
partnership is formed are:
a. To organize community based associations particularly the urban poor
sector, and other marginalized groups,
b. To provide livelihood support; housing needs such as community
mortgage programs, socialized housing programs; and other
development assistance to target beneficiaries.

ARTICLE III. Principal Place of Business: That the principal place


of business of this partnership shall be located at Market Strip, F. Ramos St.,
Barangay Cogon Ramos, Cebu City.

ARTICLE IV. Term of Existence: That this partnership shall have a


term of Fifty (50) years from and after the original recording of its Articles of
Partnership by the Securities and Exchange Commission.

ARTICLE V. Partners Circumstances: That the names,


nationalities and complete residence addresses of the partners are as
follows:

Name Nationality Complete Address


Gary V. Maningo Filipino Mountain View Village, Kalunasan,
Cebu City
Eugenie Merra M. Filipino Goldenville Subd., Banawa, Cebu
Lim City
Carlyn Yu Filipino
Leonor Filipino

ARTICLE VI. Capital Contributions: That the capital of this


Articles of Partnership
Reach Out Community Development Company

Partnership shall be the amount of ONE MILLION (P 1,000,000.00),


Philippine Currency, contributed in cash by the partners, as follows:

Name of Partner Amount Contribution


Gary V. Maningo P 250,000.00
Eugenie Merra M. Lim 250,000.00
Carlyne Yu 250,000.00
Leonor 250,000.00
Total P 1,000,000.00

That the partnership shall maintain a capital account record for each
partner; should any partner's capital account fall below the agreed to
amount, then that partner shall (1) have his share of partnership profits
then due and payable applied instead to his capital account; and (2) pay
any deficiency to the partnership if his share of partnership profits is not yet
due and payable or, if it is, his share is insufficient to cancel the deficiency.

ARTICLE VII. Management: That this partnership shall be under


Eugenie Merra M. Lim, as Managing Partner, who shall be in charge of the
management of the affairs of the company. He shall have the power to use
the partnership name and in otherwise performing such acts as are
necessary and expedient in the management of the firm and to carry out its
lawful purposes.

ARTICLE VIII. Salaries and Bonuses: the Managing Partner shall


receive salaries and bonuses or management fees, whichever is
appropriate, for the services rendered to the partnership, the amount of
which shall be agreed by the majority of the members of the partnership.

That all partners shall provide their services and best efforts on behalf
of the partnership. Except for the Managing Partner, no other partner shall
receive a salary for services rendered to the partnership. However, a
partner may be entitled to reasonable bonuses, duly approved by majority
of the partners but said bonus shall not exceed 10% of the net income
before tax (if any). Should there be differences between the partners
concerning ordinary business matters, a decision shall be made by majority
vote. In any case, no partner shall be able to bind the partnership by act or
contract to any liability exceeding Pesos: Two Hundred Fifty Thousand Pesos
(P 250,000.00), without the prior written consent of each partner.

ARTICLE IX. Sharing Ratios: That the profits and losses of this
partnership shall be divided and distributed proportionately on the ratio of
the capital contribution of each partner.

ARTICLE X. Withdrawal: That in the event a partner withdraws


or retires from the partnership for any reason, including death, the
remaining partners may continue to operate the partnership using the same
name. A withdrawing partner shall be obligated to give thirty (30) days'
prior written notice of (his/her) intention to withdraw or retire and shall be
obligated to sell (his/her) interest in the partnership.

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Articles of Partnership
Reach Out Community Development Company

ARTICLE XI. Transfer of Interest: No partner shall


transfer interest in the partnership to any other party without the written
consent of the remaining partner(s). The remaining partner(s) shall pay
the withdrawing or retiring partner, or to the legal representative of the
deceased or disabled partner, the value of his interest in the partnership, or
(a) the sum of his capital account, (b) any unpaid loans due him, (c) his
proportionate share of accrued net profits remaining undistributed in his
capital account, and (d) his interest in any prior agreed appreciation in the
value of the partnership property over its book value. No value for good will
shall be included in determining the value of the partner's interest.

That no transfer of interest which will reduce the ownership of Filipino


citizens to less than the required percentage of capital as provided by
existing laws shall be allowed or permitted to be recorded in the proper
books of the partnership.

ARTICLE XII. Prohibition against engaging in business: A


partner who retires or withdraws from the partnership shall not directly or
indirectly engage in a business which is or which would be
competitive with the existing or then anticipated business of the partnership
for a period of two (2) years within the Province of Cebu where the
partnership is currently doing or planning to do business.

ARTICLE XIII. Undertaking to Change Name: That the partners


undertake to change the name of this partnership, as herein provided or as
amended thereafter, immediately upon receipt of notice or directive from
the Securities and Exchange Commission that another corporation,
partnership or person has acquired a prior right to the use of that name or
that the name has been declared as misleading, deceptive, confusingly
similar to a registered name, or contrary to public morals, good customs or
public policy.

IN WITNESS WHEREOF, we have hereunto set our hands this _____________ at


_____________, Philippines

Name and Signature of Partners

SIGNED IN THE PRESENCE OF:

GARY V. MANINGO EUGENIE MERRA M. LIM


TIN No. 232-828-719-000 TIN

CARLYN YU LEONOR
TIN TIN

3
Articles of Partnership
Reach Out Community Development Company

(Names and Signatures of the partners and TIN)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)


____________________________) S.S.

BEFORE ME, a Notary Public, for and in _________________, this


____day of _________, 20___, personally appeared the following persons:

Name TIN / ID Date and Place Issued


Gary V. Maningo
Eugenie Merra M.
Lim
Carlyn Yu
Leonor

known to me and to me known to be the same persons who executed the


foregoing Articles of Partnership constituting of four (4) pages, including this
page where the acknowledgement is written, and they acknowledged to me
that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place above


written.

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2017