Amended By-Laws of Ayala Corporation (2015)
Contains amendments to our By-Laws, which the Board approved on 4 December 2014 in the exercise of its power and authority to amend the By-Laws as delegaged to the Board pursuant to Section 3, Article VIII, of the By-Laws. The Securities and Exchange Commission approved the By-Laws on 27 February 2015.
CORPORATE CAPITAL AND SHARES
Section 1 - The authorized capital of the Corporation shall be as provided in the Articles of Incorporation. (As Amended on 7 May 1976).
The stockholders of the Corporation shall have preferred right to subscribe to all new issues of its stocks in the event of issue of additional shares of stock or of any increase in capital.
Section 2 - Each stockholder who has fully paid his subscription shall be entitled to a certificate or certificates setting forth the number of shares of stock the Corporation registered in his name in the books thereof. Each stock certificate shall be numbered, shall bear the signatures of the President and the Secretary and the seal of the Corporation, and shall be issued in numerical order from the stock certificate book. No certificate shall be issued for fractional shares.
Section 3 - Shares of stock may be transferred, sold, assigned or pledged by written endorsement of the stock certificate on the back and the delivery thereof by the transferor to the transferee, but the Corporation shall continue to consider as the stockholder the person in whose name the certificate was issued as owner thereof, until such certificate shall have been surrendered to the Secretary for cancellation and replace by a new certificate in the name of the transferee. (As amended on 4 December 2014).
Section 4 - All certificates so surrendered to the Secretary shall be marked by him with the word "CANCELLED" and the date of cancellation and shall forthwith be attached to the corresponding stub of the stock certificate book.
Section 5 - Duplicate of lost or destroyed certificates or new certificates to replace said lost or destroyed certificates, may be issued in accordance with the requirements of existing laws. (As amended on 4 December 2014)
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AMENDED BY-LAWS OF AYALA CORPORATION
The following are copies of the Amended By-Laws of our Company for the past five years: