Section 2. Chairman of the Board – The Chairman of the Board of Directors shall preside at the meetings of the directors and stockholders. He shall also exercise such powers and perform such duties as the Board of Directors may assign to him.
Section 3. President - The President, who shall be a director, shall be the Chief Executive Officer of the corporation and shall also have administration and direction of the day-to-day business affairs of the corporation. He shall exercise the following functions:
a) To preside at the meetings of the Board of Directors and of the stockholders in the absence of the Chairman of the Board of Directors;
b) To initiate and develop corporate objectives and policies and formulate long-range projects, plans and programs for the approval of the Board of Directors, including those for executive training, development and compensation;
c) To have general supervision and management of the business affairs and property of the corporation;
d) To ensure that the administrative and operational policies of the corporation are carried out under his supervision and control;
e) Subject to guidelines prescribed by law, to appoint, remove, suspend or discipline employees of the corporation, prescribe their duties, and determine their salaries;
f) To oversee the preparation of the budgets and the statements of accounts of the corporation;
g) To prepare such statements and reports of the corporation as may be required of him by law;
h) To represent the corporation at all functions and proceedings;
i) To execute in behalf of the corporation all contracts, agreements and other instruments affecting the interests of the corporation which require the approval of the Board of Directors, except as otherwise directed by the Board of Directors;
j) To make reports to the Board of Directors and stockholders;
k) To sign certificate of stocks;
l) To perform such other duties as are incident to his office or are entrusted to him by the Board of Directors.
The President may assign the exercise or performance of any of the foregoing powers, duties and functions to any other officer(s) subject always to his supervision and control.
Section 4. Vice-President – If one or more Vice Presidents are appointed, he/they have such powers and shall perform such duties as may from time, be assigned to him/them by the Board of Directors or by the President.
Section 5. Secretary - The Secretary must be a citizen and resident of the Philippines. He shall be the custodian of and shall maintain the corporate books and records and shall be the recorder of the corporation’s formal actions and transactions. He shall have the following specific powers and duties:
a) To record or see to the proper recording of the minutes and transactions of all meetings of the directors and the stockholders and to maintain minute books of such meetings in the form and manner required by law;
b) To keep or cause to be kept record books showing the details required by law with respect to the stock certificates of the corporation, including stock and transfer books showing all shares of the corporation subscribed, issued and transferred;
c) To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his signature all corporate documents requiring the same;
d) To attend to the giving and serving of all notices of the corporation required by law or these by-laws to be given;
e) To certify to such corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required of him by law or by government rules and regulations;
f) To act as the inspector at the election of directors and, as such to determine the number of shares of stock outstanding and entitled to vote, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies and to receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of or all of the foregoing duties, powers and functions to any other person or persons, subject always to his supervision and control/
g) To perform such other duties as are incident to his office or as may be assigned to him by the Board of Directors or the President.
Section 6. Treasurer – The Treasurer of the Corporation shall be its chief fiscal officers and the custodian of its funds, securities and property. The Treasurer shall have the following duties:
a) To keep full an accurate account of receipts and disbursements in the books of the Corporation;
b) To have custody of and be responsible for, all the funds, securities and bonds of the Corporation;
c) To deposit in the name and to the credit of the Corporation, in such bank as may be designated from time to time by the Board of Directors, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the Corporation which may come under his control;
d) To render an annual statement showing the financial condition of the corporation and such other financial reports as the Board of Directors, the Chairman, or the President may, from time to time, require;
e) To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies;
f) To exercise such powers and perform such duties and functions as may be assigned to him by the President.