ARTICLES OF INCORPORATION

OF

GENERAL ENERGY AND EXCHANGE

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of

whom are residents of the Philippines, have this day voluntarily
agreed to form a non – stock and non – profit association under the
laws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY:

FIRST: The name of the said association shall be:

GENERAL ENERGY AND EXCHANGE

SECOND: A. That the purpose or purposes for which such

association is incorporated are:

1. To promote unity and mutual cooperation among those involved

in energy industry in the province of La Union in order to protect
trades and share a profitable market value.
2. To work for such measures conducive to provide energy in daily
needs of customers.
3. To cooperate and coordinate with private and government
agencies in order to provide affordable energy.
4. To purchase, sell, trade, study, hold, acquire, distribute,
experiment, import, distill, import, export, ship, manufacture any
form of energy producing products.
5. To uphold the highest standard of profession, integrity and
efficiency in the conduct of its business.
6. To encourage and maintain a feeling of goodwill, camaraderie and
friendly competition in the community.
7. To prevent unethical practices and resist activities inimical to the
right conduct of business required of honorable and fair
competition.

THIRD: That the place where the principal office of the

association is to be established is at:

No. /Street : San Nicolas Norte

City/Town: AGOO Province: LA UNION

FOURTH: That the term for which the association is to exit is

fifty (50) years from and after the date of issuance of the
certificate of incorporation.

FIFTH: That the names, nationalities, and residences of the

incorporators of the association are as follows:

Name Nationality Address

Frances Elizabeth G. Cajucom Filipino Emerald St., Quezon City

Henry B. Dela Cruz Filipino Golden Harvest, Cabanatuan City

Maria Remedios C. Perez Filipino Sta. Ana, Agoo

Pristine Esmeralda T. Ocampo Filipino San Nicolas Central, Agoo

Damaso R. Estanillo Filipino San Joaqin Norte, Agoo

SIXTH: That the number of trustees of the association shall
be five (5) and that the names, nationalities and residences of the
first trustees of the association are as follows:

Name Nationality Address

Frances Elizabeth G. Cajucom Filipino Emerald St., Quezon City

Henry B. Dela Cruz Filipino Golden Harvest, Cabanatuan City

Maria Remedios C. Perez Filipino Sta. Ana, Agoo

Pristine Esmeralda T. Ocampo Filipino San Nicolas Central, Agoo

Damaso R. Estanillo Filipino San Joaqin Norte, Agoo

SEVENTH: That the capital of the association was

contributed by the incorporators and directors who are also
members of the association as follows:

Name Contribution

Frances Elizabeth G. Cajucom 30, 000.00 php

Henry B. Dela Cruz 30, 000.00 php

Maria Remedios C. Perez 30, 000.00 php

Pristine Esmeralda T. Ocampo 30, 000.00 php

Damaso R. Estanillo 30, 000.00 php

[ ] Wish list of additional members, certified by the

Secretary under oath and marked as Annex “A”.
[ ] No list of additional members attached.

(please check appropriate box)

EIGHT: That no part of the income which the association may
obtain as an incident to its operation shall be distributed as
dividends to its members, trustees or officers subject to the
provisions of the Corporation Code on dissolution. Any profit
obtained by the association as a result of its operation, whenever
necessary or proper shell be used for the furtherance of the
purposes enumerated in Article II, subject to the provision of Title
XI of the Corporation Code of the Philippines.

NINTH: That Rhea Ara D. Villegas has been elected by the

members as Treasurer of the association to act as such until his/her
successor is duly elected and qualified in accordance with the by-
laws; and that as such Treasurer, he / she has been authorized to
receive for and in the name and for the benefit of the association
all contributions of donations paid or given by the members.

TENTH: That the association manifests its willingness to change

its corporate name in the event another person, firm or entity has
acquired a prior right to use the said firm name or one deceptively
or confusingly similar to it.

ELEVENTH: That the association shall comply with the

requirements for non-stock corporations in the course of its
operation.

In Witness Whereof, we have hereunto signed this Articles of

Incorporation, this 5th day of May, 2018, in the City / Municipality
of Agoo Province of La Union, Philippines.
 Name Nationality Signature

Frances Elizabeth G. Cajucom Filipino

Henry B. Dela Cruz Filipino

Maria Remedios C. Perez Filipino

Pristine Esmeralda T. Ocampo Filipino

Damaso R. Estanillo Filipino

Witnesses:

Joy Ann G. Yuzon

Charisse Dianne R. Panay

Leandrew Vincent V. Salting

Russel Edel R. Panay

(All incorporators appearing on the fifth article and the four witnesses
should affix their signatures on the blanks provided in this page above
their respective names.)

ACKNOWLEDGEMENT

Republic of the Philippines)

S.S.
La Union)

BEFORE ME , a Notary Public in and for La Union Philippines,

this 5th day of May, 2018 personally appeared :

Name Community Tax Certificate No. Date & place Issued

Name Community Tax Certificate No. Date and Place Issued

Frances Elizabeth G. Cajucom 8667990779029 4/4/1993

Henry B. Dela Cruz 4636782837376 5/21/1987

Maria Remedios C. Perez 6737838823663 7/5/1992

Pristine Esmeralda T. Ocampo 2737628192763 8/11/2002

Damaso R. Estanillo 3287263728282 11/23/2000

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

executed the foregoing Articles of Incorporation and they
acknowledged to me that the same is their free and voluntary act
and deed.
 IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my notarial seal on the date and at the place first above
written.

Doc. No. __172___;

Page No. __05____;
Book No.__165___;
Series of ___17____.

By-Laws
of the
General Energy and Exchange

Article I
Name & Domicile

Section 1. Name: This organization shall be known as the General

Energy and Exchange, hereinafter referred to as the Incorporation.
It may also be called for short as GEE.

Section 2. Affiliation. The Incorporation may affiliate with an

existing national energy-related organization as it may deem
necessary to carry out its objectives.

Section 3. Domicile. The principal office of the Incorporation shall

be located at San Nicolas Norte, Agoo, La Union or at any other
convenient location which the Incorporation may deem appropriate
in order to serve and carry out its objectives.
Article II
Meetings

Section 1. Annual Meetings - The annual meetings of the members shall

be held at the principal office of the Incorporation or at any other
convenient location which the Incorporation may deem
appropriate in order to serve and carry out its objectives
on 2nd Thursday of November of each year. The President shall
render his annual report to the members regarding the activities of the
association and the annual election of officers or trustees shall be held
on this day. The elected officers’ meeting shall also be held during this
regular meeting.

Section 2. Special Meetings - Special meetings of the members shall be

called, as the need thereof arises, by the Board of Trustees or the
President or upon petition of 1/3 of the general membership.

Section 3. Notices - Notices of the time and place of annual, and special
meetings of the members shall be given either personally, by email or by
special delivery mail, at least two (2) weeks before the date set for such
meeting. The notice of every special meeting shall state briefly the
purpose or purposes of the meeting.

Section 4. Quorum - A quorum for any meeting of the members shall

consist of a majority of the members and a majority of such quorum may
decide any question at the meeting, except those matters where the
Corporation Code requires the affirmative vote of a greater proportion.

Section 5. Order of Business - The order of business at the annual

meeting of the members shall be as follows:

a. Proof of service of the required notice of the meeting.

b. Proof of the presence of a quorum.

c. Reading and approval of the minutes of the previous annual meeting.

d. Unfinished business.

e. Report of the President.

f. Election of the officers or Trustees for the ensuing year.

g. Other matters.

Section 6. Voting Proxy - Each member shall be entitled to one vote,

and he may vote either in person or by proxy which shall be in writing
and filed with the Secretary of the association before the scheduled
meeting.

Article III
Declaration of Purpose

Section 1. Purposes of the Incorporation. The enduring purposes for

the formation of the Incorporation are:

To help develop and harness the legitimate energy potentials, with

special emphasis on providing legitimate energy sources for both
domestic and foreign households;

To help develop and harness opportunities for energy usage, with

special emphasis on representing all facts, conditions and
requirements truthfully and accurately;

To establish the highest ethical standards in the packaged travel

industry by conducting business in a manner befitting a true, honest
and professional customer care; to establish and promote a code of
ethical standards and professional responsibility among its
members in dealing with one another and the general public;
To provide business opportunities and continuing professional
education to its members;

To protect the consumers against financial loss in the event of a

member’s bankruptcy, insolvency or fraudulent business
transactions;

To transact any and all other lawful activities which the Board of
Trustees considers appropriate to further the purposes of the
Incorporation

Incidental Purposes

In furtherance of its mission, vision and goal, It may acquire

properties, whether real or personal, by purchase, donation,
usufruct, bequest, and/or by other legitimate means, and encumber
or sell such properties for its legitimate purposes; receive
membership fees and dues, assessments, contributions, gifts,
legacies, grants-in-aid, endowments, subsidies and donations from
members, as well as non-members, from here and abroad; may
invest and expend its funds, moneys and properties in such tourism-
related ventures, projects and activities as the Board of Trustees
may deem proper and necessary in pursuit of its objectives; and

Generally, as may be permitted by law, may do all such other acts

and exercise such powers and prerogatives as may be directly or
indirectly necessary, suitable and proper to attain any of the
objectives and purposes of the Incorporation.

Third. The Incorporation is an energy exchange oriented

organization composed of businessmen entities and individuals. It
is profit sharing and as such, part of its revenues shall be
distributed, any of its assets shall ever be used or expended for
inured to the benefit of any of its officers or members. The
revenues it may generate incidental to its operation shall, as
deemed necessary and proper under the circumstances, be
expended solely for the furtherance of the purposes for which the
Incorporation is organized.

Article IV
Membership

Section 1. Classes of Membership: There shall be three (3) classes

of membership in the Foundation:

1. Regular Members
2. Affiliate Members
3. Honorary Members

Regular Membership

Section 2. Regular Members. Any legitimate energy related entity

or person engaged in the business of energy exchange may formally
become regular members of this Incorporation

Affiliate Membership

Section 3. Affiliate Members. Any person or entity which espouses

the goals and objectives of this Incorporation, other than those
specified above, may qualify as affiliate member of the
Incorporation, provided that it has paid the appropriate dues and/or
assessments promulgated by the Incorporation and its name duly
recorded in the official Roster of Members prepared by the
Foundation Secretariat, and provided, further, that their objectives
and activities are in accord with the purposes, objectives and
principles of this Incorporation Affiliate members may not be
officers or trustees of the Incorporation, and may not vote as
provided hereof.
Section 4. Honorary Members. Any person or an individual that
complies with the requirements of the Board of Trustees for
Honorary Membership, as from time to time in effect, and which by
this reference are incorporated herein and made part hereof, is
eligible for membership and to continue its, his or her membership,
as Honorary Member of the Foundation. Honorary members shall
not pay dues, may not be officers or trustees of the Foundation, and
may not vote as provided hereof.

Section 5. Renewal of Membership. Each regular member shall be

required to apply for renewal of membership on or before January
31 of each year by filing with the Secretariat, in conjunction with
the payment of dues for renewal and a written membership renewal
application, in the form to be provided by the Foundation. Failure
to submit such an application for renewal including the payment of
dues within the time provided shall result in an automatic
termination of said member’s membership in the Foundation.
Renewal of membership shall be the responsibility of each member
and shall be made even without prior notice from the Foundation.

Section 5. Requirements for Affiliation. The requirements, rules

and regulations duly promulgated by the Board of Trustees from
time to time shall be adopted by this Foundation.

Section 6. Voting and Speaking Rights. Regular members, or their

authorized representatives, shall have voting and speaking rights.
Affiliate and honorary members shall have no voting rights but have
speaking rights.

Section 7. Membership Rights. Legitimate members shall have the

right to use the Foundation logo and to participate in the programs
and activities of the Foundation, subject to the limitations and
standards established by the Board of Trustees, as from time to time
in effect and which by this reference are incorporated herein and
made a part hereof.

Section 8. Review of Application for Membership. A person’s

application for membership shall begin by submission of a duly-
accomplished application form to the Secretariat. The Board shall
review individual applications for completeness and compliance
with applicable requirements and standards and shall notify the
applicant of its decision.

Section 9. Action Required. The affirmative vote of not less than

two-thirds (2/3) of the members of the Board of Trustees shall be
required to approve an application for membership. The basis for
any rejection of an application form shall be set forth in writing.
The Secretariat shall then notify the applicant of the Board’s
decision.

Section 10. Voluntary Resignation. A member may resign its

membership in the Foundation at any time by filing a written
resignation with the President or his designee; provided such
resignation shall not relieve the resigning member of the obligation
to pay any dues or other charges theretofore accrued and unpaid.

Section 11. Automatic Removal. The occurrence of any one or more

of the following circumstances shall be grounds for automatic
termination of the membership of a member:

1. Failure to pay any and all dues to the Foundation.

2. Failure to continue to actively, and on an ongoing basis, engage
in the business upon which the membership is based.
3. Failure of any member to comply with, maintain, keep in effect
and/or meet the requirements and standards set forth in these By-
laws and as established by the Board of Trustees, as from time to
time in effect, and which by this reference are incorporated herein
and made a part hereof.
Section 12. Notice of Automatic Removal. Upon occurrence of an
event which is a basis for the automatic termination of membership,
the President or his designee shall cause written notice to be given
to the member and the specific grounds therefore. If the terminated
member has reason to believe that there has not been an occurrence
of an event which created the grounds for termination, the member
may request for reconsideration.

Section 13. General Grounds for Removal. A member may be

removed from membership (1) for any violation of the Foundation’s
Code of Ethics as prescribed by the Board of Trustees, (2) for
conduct or business practices which adversely affect the energy
industry, (3) conduct unbecoming of a law-abiding citizen, or (4)
the failure of a member to, at any time, maintain the standard,
qualifications and requirements which are necessary to be initially
considered for membership.

Section 14. Procedure for Suspension, Expulsion and Termination

of Membership. The Board of Trustees shall have jurisdiction over
cases of suspension, expulsion and termination of membership for
reasons other than grounds for automatic termination of
membership. In the event the Foundation receives a complaint
against any member, the complaint shall be referred to the President
for consideration and disposition pursuant to the provisions of the
Procedure for Complaint Disposition adopted by the Board of
Trustees. The affirmative vote of not less than two-thirds (2/3) of
the members of the Board shall be required for suspension,
expulsion or termination of membership; Provided that where the
penalty is expulsion, the affirmative vote of majority of all the
members of the Foundation shall be necessary. If the member
proposed for termination is also an officer of the Foundation, said
member shall not be considered as an officer for the purposes of the
removal proceedings and shall not be counted in determining
whether or not a quorum is present at the meeting called for the
purpose, and shall not be permitted to cast a vote on such removal
order or resolution. The Board shall set forth findings of fact and
conclusions as to the violations of the provisions of the By-laws
and/or improper conduct. The findings of fact and conclusion shall
be mailed by registered mail, or sent by email to the removed
member. The decision of the Board as expressed in any order or
resolution of removal shall be final, unappealable and binding on
the affected member.

Article V
The Board of Trustees

Section 1. Composition of the Board. There shall be the Board of

Trustees of seven (5) members, directly elected every year by the
general membership in a general membership meeting duly called
for this purpose, provided that only voting members in good
standing shall be entitled to vote.

Section 2. Functions of the Board. The Board of Trustees, by its

lawful acts in the form of board resolutions, adopted and passed
while duly assembled, shall govern the affairs of the Foundation; it
shall promulgated policies, rules and regulations for the responsive
operation of the Foundation; and shall act on all such issues and
concerns as may be properly brought to the attention of the Board.

Section 3. Officers of the Board. There shall be the Board

Chairman, the Board Vice-Chairman and the Corporate Secretary,
who shall discharge the functions, with the corresponding
authorities inherent upon their respective offices, as well as those
that may be properly delegated to the Board by the general
membership. The Board Chairman may concurrently serve as
President of the Foundation.

Article VI
Executive Officers
Section 1. Elective Officers. The following elective executive
officers of the Foundation shall be elected by the general
membership:

President
Vice President
Secretary
Treasurer
Auditor

Section 2. The Appointive Officers and Staff. When the need arises,
the Board of Trustees may appoint an Assistant Secretary, Assistant
Treasurer, and an Executive Director, who shall be the chief
operating officer of the Foundation, and such other personnel of the
Secretariat as may be needed.

Section 3. Duties and Authority. The Foundation executive officers

shall discharge all the duties and functions inherent upon their
respective offices, and such other duties and functions as may be
properly delegated to them by the Board of Trustees, with the
corresponding authority.

Section 4. Term of Office. Elective officers of this Foundation shall

hold office for a term of one (1) year, provided that incumbent
officers upon ratification of these By-Laws shall hold office up to
31 December 2008. All outgoing officers may succeed themselves
if qualifications are still valid.

Section 5. Special Committees. The Board of Trustees shall form

the following committees which are deemed to be necessary in the
conduct of the affairs of the Foundation, and shall appoint
chairpersons for each.

1. Committee on Finance
2. Committee on Recruitment and Membership Development
3. Committee on Ethics
4. Committee on Public Affairs
5. Committee on Special Projects

Article VII
The General Membership Meeting

Section 1. Supreme Authority. The General Membership Meeting

shall constitute the supreme authority in the organizational
structure. It shall direct the affairs of Foundation through policy
formulations which shall be implemented by the Foundation. As
the supreme authority, the Assembly shall retain all rights and
privileges not specifically assigned to the Foundation officers.

Section 2. Composition. The General Assembly shall be composed

of all members in good standing.

Section 3. Powers and Prerogatives. The General Assembly shall

have the exclusive powers and prerogatives to act on any or all of
the following matters:

a. Ratifyall legitimate official acts of the Board of Trustees for the

purpose of carrying out the objectives of the Foundation;
b. Consider and act on issues and concerns affecting the travel
industry;
c. Any matter that may properly be brought to it by the Foundation;
and
d. Such other matters as may be necessary and proper to effectively
attain the aims and purposes of the Foundation.

Article VIII
Meetings & Quorum
Section 1. The General Membership Meeting. The General
Membership Meeting shall be held once every month on a date and
venue to be determined by the Board of Trustees, which shall
promulgate policies for the development and promotion energy
exchange, and ratify the acts of the incumbent Foundation officers.
Special meetings may be called by the Foundation as the need
arises.

Section 2. The Board Meeting. The Board of Trustees shall meet

regularly every month, the date, time and venue to be determined
by the Board during its preceding meeting. Special Board meetings
may be called by the Chairman anytime as the need arises.

Section 3. The Executive Committee. The Executive Committee,

composed of the elected executive officers of the Foundation, shall
meet every month on a date and venue to be determined by the
President, to act on urgent matters, provided that all actions of the
Executive Committee shall be reported to the Board of Trustees for
ratification during the latter's meeting immediately following the
Executive Committee meeting.

Section 4. Quorum. Simple majority of those members in good

standing who are entitled to vote, represented in person by a duly
designated representative in attendance, shall constitute a quorum
for transaction of any business. A plurality of the votes cast will be
sufficient for voting and transaction of any other business.

Article IX
Fiscal Matters

Section 1. Annual Dues. New members shall be assessed a one-

time payment of Two Thousand Five Hundred Pesos (P2,500.00)
each upon approval of application for membership. All members
of the Foundation shall pay annual dues of One Thousand Five
Hundred (P1,500.00) each or in such amount as may be deemed
appropriate by the Board of Trustees from time to time. A special
monthly assessment of Two Hundred Fifty Pesos (P250) shall be
collected from each member to be paid on or before each monthly
meeting.

Section 2. Power to impose Dues and Assessments. The Foundation

may impose additional dues and/or special assessments to be
collected from the members of the Foundation, subject to the
approval of the general membership.

Section 3. Deadline for Payments. Annual dues shall be paid in full

on or before January 31 of the current year; all other dues and
assessments shall be paid within the period specified in the call for
such payments. All members who fall to satisfy their financial
obligations to the Foundation shall be suspended from any
participation in the Foundation activities; reinstatement may only
be effected upon payment of the obligation and upon approval by
the Board of Trustees.

Section 4. Other Revenues. The Foundation may accept donations,

legacies and bequests from legitimate sources, either in cash or in
kind.

Section 5. Budget. The Executive Committee shall prepare and

submit to the Board of Trustees the proposed operating budget for
the ensuing fiscal year.

Section 6. Remuneration. No officer and member of the

Foundation shall receive any remuneration whatsoever for services
rendered to the Foundation; provided, however, that the Executive
Director, and members of his staff, if any, shall be entitled to
salaries and wages duly approved by the Board of Trustees.

Article X
Supremacy Clause & Waiver
 No provision of these By-Laws shall be waived, suspended,
superseded, or in anyway rendered ineffective by virtue of any
resolution, action, or otherwise inaction of any officer or member
of the Foundation. Violation of this provision shall render all such
acts pursuant thereto null and void ab initio, and the officers
and/or member enforcing, or claiming any right or defense under
the same shall be subject to sanctions, suspension or expulsion
from the Foundation. Expulsion shall require the three-fourths
vote of the members of the Board of Trustees physically present,
duly assembled and in session, in any meeting called for the
purposes.

Article XI
Amendments

Section 1. Method. Upon recommendation of the Board of Trustees,

these By-Laws may be amended, modified, altered or repealed by
the majority vote of the total voting membership in good standing
personally present in any regular or special meeting called for the
purpose.

Article XII
Dissolution

In the event of the dissolution of the Foundation, the principal assets

of the Foundation, after the payment of all debts and expenses, shall
be transferred to a tax-exempt organization or to the Republic of the
Philippines, as the Board of Trustees may so determine.

Article XIII
Effectivity and Transition
 Section 1. Effectivity. These By-Laws shall take effect upon the
approval the general membership.

Certification

These By-Laws including the Articles of Incorporation have been

approved and adopted by the Board of Trustees and ratified by the
incorporators on May 5, 2018 duly assembled and in session at Del
Carmen, San Nicolas, Agoo, La Union. The same shall be presented
to the general membership for ratification.

Members of the Board of Trustees and Incorporators:

Name Nationality Address

Frances Elizabeth G. Cajucom Filipino Emerald St., Quezon City

Henry B. Dela Cruz Filipino Golden Harvest, Cabanatuan City

Maria Remedios C. Perez Filipino Sta. Ana, Agoo

Pristine Esmeralda T. Ocampo Filipino San Nicolas Central, Agoo

Damaso R. Estanillo Filipino San Joaqin Norte, Agoo

Adopted this 5th day of May, 2018 in Agoo, La Union by the

affirmative vote of the undersigned members representing a majority of
the members of the Board of Trustees in a special meeting duly held for
the purpose.

Name Nationality Signature

Frances Elizabeth G. Cajucom Filipino

 Name Nationality Signature

Henry B. Dela Cruz Filipino

Maria Remedios C. Perez Filipino

Pristine Esmeralda T. Ocampo Filipino

Damaso R. Estanillo Filipino

May 5, 2018
Date

Signed in the presence of:

Joy Ann G. Yuzon

Charisse Dianne R. Panay

Leandrew Vincent V. Salting

Russel Edel R. Panay

(BY-LAWS)

Republic of the Philippines )

) S.S.
_______________________ )

Secretary’s Certificate

I, Rhea Ara D. Villegas, of legal age, Filipino, resident of c/o

General Energy and Exchange, San Nicolas Norte, Agoo La Union,
in my capacity as Corporate Secretary of General Energy and
Exchange., now pending registration with the Securities and
Exchange Commission, hereby certify that the following Board of
Trustees resolution was approved and adopted during the special
meeting of the Board on May 5 , 2018, held at Agoo, La Union,
there being a quorum to validly transact business, to wit:

Resolution. No. 2008-01

RESOLVE, as it is now hereby resolved, that the Foundation shall

faithfully comply with the S.E.C. Requirements for Non-Stock
Corporations dated May 5, 2018 in the course of its operation.

I further certify that the above Resolution has not been amended,
superseded nor repealed.

Rhea Ara D. Villegas

Corporate Secretary
SUBSCRIBED AND SWORN TO before me this 5th day of May,
2018, after affiant, exhibited to me his/her Community Tax
Certificate No. 826739917289, issued at Tarlac City, on August 11,
2014.

Notary Public

Doc No.
Page No.
Book No.
Series of

(Articles of Incorporation and By-laws of the Alliance of Travel and

Tour Agencies of Pampanga consisting of ___ pages)

Adopted this 5th day of May, 2018 at Del Carmen, San Nicolas, Agoo,
La Union by the affirmative vote of the undersigned members
representing a majority of the members of Foundation in a special
meeting duly held for the purpose.