BY-LAWS

OF THE

NATIONAL ASSOCIATION OF

SECURITIES BROKER SALESMEN, INC.

ARTICLE I

DEFINITIONS AND ABBREVIATIONS

As used in these By-Laws, unless the context otherwise requires:

Section 1

1.1              “Association” means the National Association of Securities Broker Salesmen, Inc. also known as NASBI

1.2              “Board” shall mean duly elected Board of Directors of the Association

1.3              “Commission” means the Philippine Securities and Exchange Commission

1.4              “Corporation Law” means the Philippine Corporation Law, or Act No. 1459 as heretofore and as may hereafter be amended.

1.5              “Securities Code” means the Securities Regulation Code or Republic Act No. 8799 and as may hereafter be amended.

1.6              “Broker” any corporation, partnership, association joint stock company, business trust and/or fiduciary or other legal entity authorized to engage in the business of affecting transactions in securities for the account of others.

1.7              “Dealer” means any corporation, partnership, association, joint stock company, business trust and other legal entity authorized to engage in the business of buying and selling securities for  its own account

1.8              “Broker Salesman” means a natural person employed by a Broker and/or Dealer to buy or sell securities to qualified and/or non-qualified investor for the account of others and who is licensed and registered as salesman by the Commission

1.9              “Securities” means to include those securities defined under the Securities Code.

ARTICLE II

PRINCIPAL OFFICE AND CORPORATE SEAL

The principal office of the Association shall be established and located in Sagittarius Bldg., H.V Dela Costa St., Salcedo Village, Makati City  The Association shall have a corporate seal in such design to be approved by the Board of Directors.

ARTICLE III

MEMBERSHIP

Section 3

3.01 Qualifications

Subject to this By-Laws and the rules and regulations of the Association as the Board of Directors may promulgate, only Broker Salesman shall be eligible to be a member of the Association

3.02 Admission for Membership

No Broker Salesman shall be admitted to or continue in membership in the Association if such Broker Salesman:

a)      Is suspended or expelled from any securities exchange for violation of any rule of such exchange which prohibits any act or transaction constituting conduct inconsistent with just and equitable principles of trade, or requires an act the omission of which constitute conduct inconsistent with just and equitable principles of trade provided however that depending on the cause and nature of the suspension, the Association may reconsider his membership if his suspension is lifted or has been lifted subject to conditions as may be imposed by the Association;

b)      Is the subject to an order of the Commission denying, revoking or suspending his license or has been suspended or terminated by, or has resigned from, the broker or dealer whom such Broker Salesman is employed with, provided however that depending on the cause and nature of the suspension, the Association may reconsider his membership if his suspension is lifted subject to conditions as may be imposed by the Association;

c)      Has been determined by the Board to have violated the By-Laws, policies, rules and regulation, orders, and code of ethics of the Association.

d)      Has willfully made or caused to be made in any application or report filed with the Association; or any proceeding before the Association with respect to membership, any statement which was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or has omitted to state in any such application or report any material fact which is required to be stated therein; or

e)      Is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction or any government agency from acting as a Broker Salesman or such other activities relating to the capital market.

3.03 Membership Application

The application for membership in the Association should be properly signed by applicant as well as the employing broker or dealer, in such form to be prescribed by the Board, and shall contain:

a)      An acceptance of and an agreement to abide by, comply with, and adhere to, all the provisions the By-Laws, the rules and regulations, policies and code of ethics of the Association as they are or may from time to time be adopted, changed or amended, and all rulings, order or decisions promulgated by the Board, or any of its duly authorized committee;

b)      A certificate of employment or engagement as such salesman from a broker or dealer licensed by the Commission;

c)      An agreement to pay such fees, dues, assessments, and other charges in the manner and amount fixed by the Board, which agreement shall be co-signed by the employing broker or dealer;

d)      Such other reasonable requirements or information with respect to the applicant’s historical records as the Board may deem necessary to require for the purpose of establishing the technical proficiency and good repute in the securities business profession of the applicant.

3.04 Fees, Dues and Assessments

Every member shall pay upon admission to the Association an admission fee and annual dues as the Board may determine from time to time.  Whenever necessary to defray additional expenses of administering the affairs of the Association, or to carry on a special project of the Association, the Board may fix and levy such assessments and other charges against the members as the Board may in its discretion so decide from time to time provided that such assessments and other charges shall be equitably allocated among all the members.

3.05 Termination of Membership

The Board, after prior notice in writing, may suspend or terminate the membership of any member who is in breach or in violation of the provisions of this By-Laws, rules and regulations, policies, orders, code of ethics of the Association or who is in arrears in the payment of dues, assessments or other charges. Any member who has been suspended or terminated under this Section may be reinstated by the Board upon such terms and conditions as it shall deem fit.  Any member whose membership shall be suspended or terminated, voluntarily or involuntarily, shall cease to have the rights and privileges of a member and/or officer of the Association and shall not be entitled to recover any admission fee, dues, assessments or other charges theretofore paid.

ARTICLE IV

MEETINGS AND VOTINGS OF MEMBERS

Section 4

4.01 Annual Meetings

The annual meetings of members for the election of the Board of Directors and for the transaction of such other business as may properly come before such meeting shall be held on the fourth Friday of June.  If said day should be a legal holiday, then the annual meeting shall be held on the next succeeding business day at the Sagittarius Bldg., H.V. Dela Costa St., Salcedo Village, Makati City and time.  If for any reason the annual meeting of members shall not be held at the time and place herein provided, the same may be held at any time thereafter or the business to be transacted at such annual meeting may be transacted at a meeting called for that purpose by the Board of Directors.

4.02 Special Meetings

Special meeting of the members may be called by the President or by resolution of the Board of Directors.  Upon written request in writing delivered to the President or Secretary of the Association of twenty per centum (20%) or more of the members, shall be the duty of the President or Secretary to call forthwith a meeting of the members.  Such request shall state the purpose or purposes of the proposed special meeting.

4.03 Notice of Meetings

Written notice stating the place, day and time of annual or special meetings of the members shall be given either personally or by mail or electronic mail, addressed to each member of record entitled to vote at the address appearing in the records of the Association, or at his last known postal address and/or electronic mail address, at least ten (10) days before the date set for such meeting.

4.04 Voting at Meetings of Members

a)      Right to Vote – Except as otherwise withheld by the Corporation Law, by the provision of its Articles of Incorporation, or by this  By-Laws, every member in good standing of the Association shall be entitled to vote in person or by proxy on all questions before any and all membership meetings.

b)   Proxies – A member may vote by proxy executed in writing by such member. For a proxy to be valid, such shall be filed with the Secretary of the Association at least forty-eight (48) hours before the time set for the meeting.  The presence of a member at a meeting shall revoke a proxy theretofore executed by him and such member shall be entitled to vote at such meeting in the same manner and with the same effect as if he had not executed a proxy. Only a member is qualified to be a proxy.

c)      Voting – a complete list of members entitled to vote at any meeting of members, arranged in alphabetical order, with the address of each, shall be on file at the principal office of the Association and subject to inspection by any member.   Such list shall be produced and kept open at the time and place of any such meeting and subject to the inspection of any member during the holding of such meeting.  Each member shall be entitled to cast one (1) vote on any question or matter that may properly come before any membership meeting.  Voting for the Board of Directors shall be in the manner provided in Section 5.07 hereof.

d)      Quorum – A quorum  for any meeting of the member shall consist of a majority of the total number of members of record entitled to vote, and a majority of such quorum shall decide any question at the meeting, save and except in those matters where the Corporation Law requires the affirmative vote of a greater proportion.

ARTICLE V

BOARD OF DIRECTORS

Section 5

5.01 Number and Tenure

The Board of Directors of the Association, which shall have general supervision and control of the business, affairs, and property of the Association, shall be composed of eleven (11) directors to be elected in accordance with the Articles of Incorporation and By-laws of the Association.

5.02 Powers and Duties

The Board of Directors shall have the power and it shall have the duty:

a)      To adopt rules of fair practice for the members and such amendments hereto as it may, from time to time deem necessary or appropriate.

b)      To adopt rules and amendments thereto designed to make uniform, where practicable, customer, practice, usage and selling technique in securities business.

5.03 Interpretation and Enforcement of Rules

The Board of Directors in the Administration and enforcement of the rules adopted under Section 5.02 (a) and (b) hereof, shall have the powers:

a)      To make and issue an interpretation of all rules adopted thereunder;

b)      To prescribe such procedure for the presentation hearing and adjudication of complaints between or against members of the Association as it deems necessary or appropriate;

c)      To prescribe penalties applicable to a member including fines, suspension or expulsion from membership, for breach thereon.

5.04 Delegation of Powers

The Board of Directors may delegate to the appropriate committee such general and special powers that could be lawfully delegated, as it deems necessary and appropriate to do so from time to time.

5.05 Limitation of Powers

Under no circumstances shall the Board of Directors or any officer, employee or member of the Association have power to make any donation or contribution from the funds of the Association for any purposes other than the purpose for which the Association is organized, or to use the name of the Association except if beneficial to the interest of securities business, investors and public interest in general.

5.06 Tenure of Office

Each Director shall hold office until expiry of his term and until his successor shall have been duly elected and qualified.

5.07 Election of Directors

Only members of good standing are qualified to be elected to the Board of Directors of the Association subject to the provisions of Article 6 of the Articles of Incorporation of the Association.  The Board of Directors shall be elected by secret ballot at each annual meeting of members.  Each member may vote for as many candidates as there are Directors to be elected but not cast more than one (1) vote for any candidate.  The candidates corresponding to the number of Directors to be elected in accordance with the allocation provided in Article 6 of the Articles of Incorporation of the Association who shall have received the highest number of votes shall be declared elected.

5.08 Absence as Cause of Removal

If a member of the Board shall be absent for three (3) consecutive regular and special meetings of the Board of Directors per year without having been excused by the President, the Board may, by affirmative vote of eight (8) Directors constituting a majority of the Board of Directors, remove him from such position and declare the position held by him to be vacant. A member of the Board of Directors who is absent for whatever reason in more than fifty percent (50%) of the regular and special meeting in any 12-month of incumbency notwithstanding being excused by the President shall be disqualified from being elected as member of the Board of Directors for a period of one (1) years from end of his tenure.

5.09 Vacancies

Whenever a vacancy occurs in the Board of Directors, other than from the expiration of a term of or removal from office, the remaining Directors if still constituting a quorum, shall elect a member to fill such vacancy only to serve the unexpired term subject to the provisions of Article 6 of the Articles of Incorporation of the Association.  For the purpose of Article 6 of the Articles of Incorporation, service by the replacement Director of the unexpired term of at least 6 months shall be deemed as one full term in office.

5.10 Quorum

A quorum at any meeting of the Board of Directors shall consist of majority of the Directors and every decision of a majority of such quorum duly assembled as a Board shall be valid as a corporate act.

5.11 Regular Board Meetings

The regular meetings of the Board of Directors shall be held at such dates and at such places as the Board of Directors, may from time to time determine.

5.12 Special Board Meetings

A special meeting of the Board of Directors shall be held whenever called by the President or by a majority of the Board of Directors.  Notice of all special meetings of the Board shall be given either personally or by mail or electronic mail addressed to each member at the address appearing in the records of the Association, or at his last known postal address and/or electronic mail address, or by facsimile, or by telephone, at least twenty four (24) hours previous to the date set for the meeting unless majority of the members of the Board waive the twenty four (24) hours notice requirement.

ARTICLE VI

OFFICERS OF THE ASSOCIATION

Section 6

6.01 Election and Appointments of Officers

Immediately following the annual elections, the Board of Directors shall convene and elect from among their members a President, Vice-President, a Treasurer and a Secretary.

6.02 Other Officers and Agents

The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and performs such duties as shall be determined by the Board of Directors.

6.03 Duties of the President

The President shall be the Chief Executive Officer of the Association and shall be the presiding officer of all the meetings of the Board of Directors.  It shall be the duty of the President to  manage and be in charge of the general and day to day affairs of the Association, directly or indirectly through the various committees of the Association; to see to it that all orders and resolutions of the Board of Directors as well as the other committees created by the Board of Directors are carried into effect; to execute contracts and agreements authorized by the Board of Directors; and to submit such reports regarding the operation of the Association as the Board of Directors may request.  The President shall have general supervision and direction of the other officers and employees of the Association and of the committees created by the Board of Directors, whether he be a member thereof or not, and shall see to it that the duties of such officers and employees are properly performed.

6.04 Duties of the Vice President

The Vice President shall have such powers and performs such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him. The Vice President shall act in the place of the President during the absence or inability of the latter to act.

6.05 Duties of the Treasurer

The Treasurer shall be the financial officer of the Association.  He shall have custody of, and be responsible for all funds, moneys and valuable effects of the Association; to deposit the same in such depository or depositories as may be designated by the Board of Directors; to keep regular and accurate accounts of all receipts and disbursements of the Association; and to perform such duties with respect to the finances of the Association as may be prescribed by the Board of Directors.

6.06 Duties of the Secretary

The Secretary shall record the attendance and proceedings of all meetings of the members of the Association and of the Board of Directors.  He shall see to it that all notices shall duly given in accordance with this Cod of By-Laws or as required by law.  He shall be the custodian of the seal of the Association which shall be affixed to such instruments as may require it and there upon be attested by this signature.  The Secretary shall keep a current, accurate and complete membership roll, containing the name and address of each member.  In general, the Secretary shall exercise such powers and perform such duties as are incidental to his office.

6.07 Compensation

The compensation of officers, if any, and of the employees and agents of the Association shall be determined by the Board of Directors.

ARTICLE VII

FINANCIAL ACCOUNTS AND AUDITOR

Section 7

7.01 Finances

All funds or moneys of the Association in the possession of the Treasurer which may come under his control by way of fees, dues, assessments, or voluntary contributions from members, or received or acquired by the Association by contract, deed, grant device, bequest or gift from governmental or private sources shall be accounted for by the Treasurer.

7.02 Depository

The Board of Directors shall have the power to select one or more banks to act as depository or depositories of the funds and valuable effects of the Association and to determine the manner of disbursing the funds of the Association.  For purposes of disbursement or withdrawal of funds, the Board of Directors shall appoint at least 2 authorized signatories for the Association who are officers and/or directors of the Association.

7.03 Financial Statements, Books and Accounts

Annually, or as often as may be required by the Board of Directors, the Treasurer shall submit financial statements showing the income and disbursement and the financial condition of the Association.  All accounts, books and papers of the Association shall be subject to inspection by the members of the Association and the Board of Directors at reasonable hours of any business day.

7.04 Auditors

The Board of Directors shall appoint an independent auditor or accounting firm who shall make a careful audit of the books and accounts of the Association and render a report thereon in writing and which report shall be submitted to the members of the Association at their annual meeting

ARTICLE VIII

COMMITTEES

Section 8

8.01 Standing Committees

The Board of Directors may create standing and other committees as it deems necessary or desirable, and it shall fix their powers duties and tenure of office.

ARTICLE IX

AMENDMENTS

Section 9

9.01 Manner of Amendment

This By-Laws may be altered, amended or repealed, or new by-laws adopted, by the affirmative vote of a majority of the Directors and majority of the members of the Association at the annual meeting or any special meeting of the members duly called for the purpose.

9.02 Delegation of Power

The power to alter, amend or repeal this  By-Laws, or to adopt new by-laws may be delegated to the Board of Directors in the manner provided by law.

IN WITNESS WHEREOF, we have hereunto set our hands on this __________ day of ______________________ in the City of ____________________, Philippines.

RUTH B. BANDERA

TIN: 135-549-549

REPUBLIC OF THE PHILIPPINES     }

MAKATI CITY                                      }   S.S.

BEFORE ME, a notary public in and for the City of __________________, Philippines, this _________ day of _____________________________, personally came and appeared:

all known to me and to me known to be the same persons who executed the foregoing By-laws and acknowledged to me that the same is their free and voluntary act and deed for the purposes and uses therein stated.

WITNESS MY HAND AND OFFICIAL SEAL on the date, place and year first above written.

Doc. No. _____________

Page No. _____________

Book No. _____________

Series of 2009