AMENDED BY-LAWS

OF
TAYTAY SA KAUSWAGAN (A MICROFINANCE NGO), INC.
(As amended on April 12, 2017)

ARTICLE I

MEETINGS OF MEMBERS

Section 1. ANNUAL/REGULAR MEETINGS The annual/regular

meetings of members shall be held at the principal office every third
Monday of January of each year, if a legal holiday, then on the day
following.

Section 2. SPECIAL MEETING Special meetings of members, for

any purpose or purposes, may at any time be called by any of the
following: (a) Board of Trustees, at its own instance, or (b) at the
written request of members representing a majority of the general
membership.

Section 3. PLACE OF MEETING Members meetings, whether

regular or special, shall be held in the principal office of the corporation
or at any place designated by the Board of Trustees in the city or
municipality where the principal office of the corporation is located.

Section 4. NOTICE OF MEETING Notices for regular or special

meetings of members may be sent by the Secretary by personal
delivery or by mail at least two (2) weeks prior to the date of the
meeting to each member of record at his last known address. The
notice shall state the place, date and hour of the meeting, and the
purpose or purposes for which the meeting is called.

When the meeting of members is adjourned to another time or

place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are
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announced at the meeting at which the adjournment is taken. At the
reconvened meeting, any business may be transacted that might have
been transacted on the original date of the meeting.

Section 5. QUORUM Unless otherwise provided by law, in all

regular or special meeting of members, majority of the membership
must be present in order to constitute a quorum. If no quorum is
constituted, the meeting shall be adjourned until the requisite
attendance shall be present.

Section 6. CONDUCT OF MEETING Meeting of the members shall

be presided over by the Chairman of the Board of Trustees or in his
absence by the Vice-Chairman or in the absence of the latter, by a
chairman to be chosen by the members. The Secretary shall act as
Secretary of every meeting, but if not present, the chairman of the
meeting shall appoint a secretary of the meeting.

Section 7. MANNER OF VOTING At all meetings of members, a

member may vote in person only.

Section 8. 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 quorum.

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

meeting.

d. Unfinished business.

e. Report of the Chairman.

f. Report of the Executive Director.

g. Election of the Trustees for the ensuing year.

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h. Other matters.

Section 9. Internal Rules of Procedure- The Board of Trustees

shall adopt or update its existing rules of procedure. The rules of
procedure shall provide among other things, the creation of standing
committees which shall include, but shall not be limited to, the
committees on risk and audit, assets and liabilities, external affairs,
human resource and transformation, membership and nomination, and
board governance.

Section 10. Oversight Responsibilities- The committees shall have

oversight responsibilities to determine whether policies, programs,
and/or resolutions addressing subjects within their jurisdictions are
being implemented and carried out in accordance with the intent of
the Board of Trustees and whether they should be continued or not.

Section 11. Chairman of the Board of Trustees- The Chairman of

the Board of Trustees is the Chairperson of the Membership and
Nomination Committee and ex officio member of all the rest of the
standing committees.

Section 12. Membership and Nomination Committee- Shall be

composed of the Chairman and three (3) members of the Board of
Trustees. Its duties and functions include all matters directly and
principally relating to recruitment, activation and retention of qualified
and capable members, and, recommendation of members as qualified
nominee to be voted upon as members of the Board of Trustees of the
corporation.

ARTICLE II
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MEMBERS

Section 1. Qualifications for Regular Membership- a regular

member of the corporation must be a Christian of irreproachable
character and satisfactory professional and/or occupational reputation,
preferably in the following fields: finance, accountancy, banking, social
science, law, business, agriculture and other similar callings. One can
be a regular member of the corporation by invitation duly approved by
at least two-third (2/3) votes of all members of the Board of Trustees.

Section 2. RIGHTS OF MEMBERS A member shall have the

following rights:

a. To exercise the right to vote on all matters relating to the

affairs of the corporation;

b. To be eligible to any elective or appointive office of the

corporation;

c. To participate in all deliberations/meetings of the corporation;

d. To avail of all the facilities of the corporation;

e. To examine all the records or books of the corporation during

business hours.

Section 3. DUTIES AND RESPONSIBILITIES OF THE MEMBERS

A member shall have the following duties and responsibilities:

a. To obey and comply with the by-laws, rules and regulations

that may be promulgated by the corporation from time to
time;

b. To attend all meetings of the corporation;

c. To pay membership dues and other assessments of the

corporation.
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Section 4. Honorary Membership- These are members who have
distinguished themselves in furtherance of the corporations purposes
and those persons considered benefactors for their assistance to the
corporations aims as may be invited by the Board of Trustees.

ARTICLE III

SUSPENSION, EXPULSION AND TERMINATION OF

MEMBERSHIP

Suspension, expulsion and termination of membership, shall be

in accordance with the rules and regulations of the corporation.

Any member of the corporation may file charges against a

member by filing a written complaint with the secretary of the
corporation. The Board of Trustees shall call a special meeting to
consider the charges. The affirmative vote of majority of all the
trustees shall be necessary to suspend a member; Provided that where
the penalty is expulsion, the affirmative vote of majority of all the
members of the corporation shall be necessary.

ARTICLE IV

BOARD OF TRUSTEES

Section 1. POWERS OF THE BOARD Unless otherwise provided

by law, the corporate powers of the corporation shall be exercised, all
business conducted and all property of the corporation controlled and
held by the Board of Trustees to be elected by and from among the
members. Without prejudice to such powers as may be granted by law,
the Board of Trustees shall also have the following powers:

a.) From time to time, to make and change rules and

regulations not inconsistent with these by-laws for the management of
the corporations business and affairs;

b.) To purchase, receive, take or otherwise acquire for and in

the name of the corporation, any and all properties, rights, or
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privileges, including securities and bonds of other corporations, for
such consideration and upon such terms and conditions as the Board
may deem proper or convenient;

c.) To invest the funds of the corporation in such manner as

may from time to time considered as lawful and expedient and to the
extent authorized and /or permitted by law;

d.) To incur such indebtedness as the Board may deem

necessary, to issue evidence of indebtedness including without
limitation, deeds of trust, bonds, debentures, or securities, subject to
such approval as may be required by law, and/or pledge, mortgage, or
otherwise encumber all or part of the properties of the corporation;

e.) To establish pension, retirement, bonus, or other types of

incentives or compensation plans for the employees of the corporation;

f.) To prosecute, maintain, defend, compromise or abandon

any lawsuit in which the corporation or its officer are either plaintiffs
or defendants in connection with the business of the corporation;

g.) To delegate, from time to time, any of the powers of the

Board which may lawfully be delegated in the course of the current
business of the corporation to an Executive Committee or to any
committees, officer or agent and to appoint any person to be agent of
the corporation with such powers and upon such terms as may be
deemed fit subject to the limitations provided in Section 35 of the
Corporation Code. Unless the Board shall otherwise provide, the
following committee shall be created: Audit Committee, Risk
Management Committee, Human Resources Committee,
Transformation Committee and Governance Committee;

h.) To determine the positions and the salaries, wages,

allowances and other emoluments and benefits of the officials and
employees;
i.) To confirm appointment of all managerial personnel and
that their transfer and reassignment shall be submitted for its prior
approval;
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j.) To implement these by-laws and the Articles of

Incorporation of this corporation.

Section 2. ELECTION AND TERM The nine (9) regular members

of the Board of Trustees, shall classify themselves that the term of
office of one-third (1/3) of their members shall expire every year; and
subsequent elections of trustees comprising one-third (1/3) of the
board of trustees shall be held annually and trustees so elected shall
have a term of three (3) years. Trustees thereafter elected to fill
vacancies occurring before the expiration of a particular term shall hold
only for the unexpired period. No trustee shall serve for more than two
(2) consecutive terms, voluntary renunciation of the office for any
length of time shall not be considered interruption in the continuity of
his service for the full term for which he was elected.

Section 3. QUALIFICATION OF NOMINEE FOR THE BOARD OF

TRUSTEES- To be eligible for nomination to the Board of Trustees, a
member must have done with his full year of membership and meet
minimum qualifications as may be required by the Board of Trustees.

Section 4. VACANCIES- If a permanent vacancy occurs in the Board

of Trustees, The board shall appoint from any of the list of available
nominees, if any, as per their ranking during the last annual/regular
members meeting. Otherwise, the board shall appoint any of the
members of the corporation who has completed his one (1) year
membership. Ranking in the list of nominees shall be determined on
the basis of votes obtained in the immediately preceding annual
elections.
Section 5. TRUSTEES WHOSE TERM EXPIRED- Any departing
trustee who continues to be a member of the corporation shall ipso
facto become member of the Advisory Council of the corporation,
whose members may be called or invited, singly or collectively by the
board for consultation, discussion and/or advice on important policy
matters, and/or membership in any standing committees, except
Membership and Nomination Committee.
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Section 6. MEETINGS Regular meetings of the Board of Trustees
shall be held once a month on such dates and at places as the
Chairman of the Board may designate or upon the request of a majority
of the Trustees. Special meetings may be called also by the chairman
or at the instance of the majority of the board.

Section 7. NOTICE Notice of the regular or special meeting of the

Board, specifying the date, time and place of the meeting, shall be
communicated by the Secretary to each trustee personally, or by
telephone, telegram, or by written message. A trustee may waive this
requirement, either expressly or impliedly.

Section 8. QUORUM A majority of the number of trustees as fixed

in the Articles of Incorporation shall constitute a quorum for the
transaction of corporate business and every decision of at least a
majority of the trustees present at a meeting at which there is a
quorum shall be valid as a corporate act, except for the election of
officers which shall require the vote of a majority of all the members
of the Board.

Section 9. CONDUCT OF THE MEETINGS Meetings of the Board

of Trustees shall be presided over by the Chairman of the Board, or in
his absence, by the Vice-Chairman, or in the absence of the latter, by
any other trustee chosen by the Board. The Secretary, shall act as
secretary of every meeting, if not present, the Chairman of the
meeting, shall appoint a secretary of the meeting.

Section 10. COMPENSATION Members of the Board of Trustees

shall not receive any compensation as such trustees, except for
reasonable per diems. However, actual expenses incurred by any
member of the Board in the performance of his official act/duty as
such, shall be advanced and/or be reimbursed accordingly. (As
amended on April 12, 2017)

ARTICLE V

OFFICERS
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Section 1. ELECTION/APPOINTMENT Immediately after their
election, Board of Trustees shall formally organize by electing the
Chairman, the Vice-Chairman, the Treasurer, and the Corporate
Secretary at said meeting. The Board may, from time to time, appoint
such other officers as it may determine to be necessary or proper. Any
two (2) or more compatible positions may be held
concurrently by the same person, except that no one shall act as
Chairman and Treasurer or Secretary at the same time.

Section 2. CHAIRMAN The Chairman shall exercise the following

functions:

a.) To preside at the meetings of the members and the Board of

Trustees and sign all the vouchers/warrants drawn on the Treasury for
all expenditures appropriated for the operation of the Board of
Trustees;

b.) To supervise the business affairs of the corporation upon the

direction of the Board of Trustees. He shall supervise the Executive
Director in the performance of his duties and responsibilities;

c.) To supervise the preparation of the budgets and the

statements of accounts of the corporation;

d.) To represent the corporation at all functions and proceedings;

e.) To make reports to the board of Trustees and members;

f.) To perform such other duties as are incident to his office or

are entrusted to him by the Board of Trustees.

Section 4. THE VICE-CHAIRMAN He shall, if qualified, act as

Chairman in the absence of the latter. He shall have such other powers
and duties as may from time to time be assigned to him by the Board
of Trustees or by the Chairman.
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Section 5. THE CORPORATE SECRETARY The Corporate
Secretary must be a resident and a citizen of the Philippines. He shall
have the following specific duties and/or responsibilities:

a.) Shall give all notices required by the by-laws and keep the
minutes of all meetings of the members and of the Board of Trustees.
He shall keep these records in the principal office of the corporation.
He shall also certify to the acts of the members and the Board of
Trustees requiring the same;

b.) Shall have the custody of the members register and the
correspondence files of the corporation being charged with the
direction and management of keeping records, the official
correspondence, with giving and receiving notices, countersigning
documents and the like;

c.) Shall follow through on the actions of the Board of Trustees

and its Chairman upon the supervision and control of the latter;

d.) Shall manage capability and growth programs or activities

for the Board of Trustees; and

e.) Shall also perform all such other duties and work as the
Board of Trustees or its Chairman may from time to time assign to him.

Section 6. THE TREASURER The Treasurer of the corporation shall

have the following duties:

a.) To keep full and accurate accounts 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
Trustees, all the moneys, funds, securities, bonds, and similar valuable
effects belonging to the corporation which may come under his control;
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d.) To render an annual statements showing the financial

condition of the corporation and such other financial reports as the
Board of Trustees, or the Chairman 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 Chairman or the Board of
Trustees;

Section 7. TERM OF OFFICE The term of office of all the officers

shall be one (1) year and until their successors are duly elected and
qualified.

Section 8. VACANCIES If any position of the officers become

vacant by reason of death, resignation, disqualification or for any other
cause, the Board of Trustees, by majority vote may elect or appoint a
successor who shall hold office for the unexpired term.

ARTICLE VI

MANAGEMENT STAFF

Section 1. EXECUTIVE DIRECTOR The Chairman of the Board of

Trustees shall appoint an Executive Director subject to the
confirmation of the Board of Trustees. He shall exercise the following
duties and functions:
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a.) To be responsible and accountable to the Chairman and
the Board of Trustees, his actions regarding non-routinary matters
shall be as may be delegated to him from time to time by the Board of
Trustees or through resolutions;

b.) Manage all programs, projects, services and activities of

the corporation;

c.) Direct the formulation of development plan and upon

approval of the Board of Trustees implement the same;

d.) Every year and, as may be deemed necessary, present

program and propose policies and projects for the consideration of the
Board of Trustees as the welfare of the beneficiaries and the needs of
the corporation may require;

e.) Initiate and propose enabling resolutions to the Board of

Trustees and, from time to time as the situation may require, provide
such information and data needed or requested by said board;

f.) Render periodic report to the Chairman and members of

the Board of Trustees regarding the implementation of the rules,
policies, approved plans and operations of the Corporation, and, during
annual meeting shall render a report to the members;

g.) Subject to limitations imposed by law, the Articles of

Incorporation/By-laws and guidelines prescribed by the Board of
Trustees, to appoint, remove, suspend or discipline employees of the
Corporation, prescribe their duties and propose their salaries for the
approval of the board;

h.) Upon authorization of the Board of Trustees, represent the

Corporation in all its business transactions and sign on its behalf
contracts and obligations, and such other documents made pursuant
to his duties and functions; and

i.) To perform such other duties as are incidental to his office

or assign to him by the Board of Trustees.
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ARTICLE VII

FUNDS, AUDIT OF BOOKS AND FISCAL YEAR

Section 1. FUNDS The following are some of the policies of the

corporation as to its funds:

a.)That no less than 70% of the total fund of corporation will be

used for projects/purposes and not more than 30% of the said fund
shall be utilized for administrative expenses.

b.)The funds of the corporation shall be deposited under the

name of the corporation in a bank or banks designated by the Board
of Trustees.

c.) To protect the interest of the corporation the imprest fund

system shall be used.

d.) Unless otherwise provided for the board of Trustees, all

checks issued by the corporation shall be signed by the Treasurer, the
Executive Director and by a designated member of the Board.

Section 2. EXTERNAL AUDITOR During the first board meeting

of the year, the Board of Trustees shall designate the external auditor
of the Corporation for the ensuing year. The external auditor shall
examine, verify and report to the Board of Trustees on the earnings
and expenses of the corporation.

Section 3. INTERNAL AUDITOR The Internal Auditor shall be

appointed and removed by the Board of Trustees. He/she should be a
Certified Public Accountant. The Internal Auditor shall have the
following duties:

a.) Submit quarterly audit report, or as often as may be required,

on the financial condition of the Corporation. The report shall contain
other things, a statement of resources and liabilities,
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earnings and expenditures, the amount of capital stock, dividends paid,
surplus reserves, undivided profits, as well as loses, debts, suspended
and overdue papers carried in the books as assets of the Corporation
as of the day in which the statements are compiled;

b.) Submit audit report to the Board of Trustees on the results

of the Corporations operations;

c.) To be responsible and accountable to the Chairman and the

Board of Trustees.

Section 4. FISCAL YEAR The fiscal year of the corporation shall

begin on the first day of January and end on the last day of December
of each year.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be amended or repealed or new by-

laws adopted by the affirmative vote of at least a majority of the Board
of Trustees and the members of the Corporation at any meeting called
for that purpose, provided notice of the proposed amendments or
repeal shall be distributed or sent pursuant to the provisions of Section
4, Article I or Section 5, Article III as the case may be.

ARTICLE IX

SEAL

Section 1. FORM AND INSCRIPTIONS The Corporate Seal shall

be determined by the Board of Trustees.

ARTICLE X

TRANSITORY PROVISIONS
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Section 1. Interim Board of Trustees- There shall be an interim
Board of Trustees composed of the incumbent members thereof, and
shall continue serving as such until the required members shall have
been elected and shall have assumed office following an election called
for starting in January 2018 and every year thereafter

Section 2. Classification of Interim Board of Trustees- The

interim members of the Board of Trustees shall classify its members
that the term of office of one-third (1/3) shall expire every year
beginning January 2018 and every year thereafter pursuant the
provisions of these By-Laws.

Section 3. First Election- The first election of one-third (1/3) of

members of the regular members of the Board of Trustees under these
By-Laws shall be held in January 2018.

IN WITNESS WHEREOF, we have hereunder signed our

names, on this 25th day of August 1986, in the City of Iloilo,
Philippines.

(Sgd.) JOSE M. TAJANLANGIT (Sgd.) STEVE C. TAJANLANGIT, JR.

(Sgd.) ALADINO HARDER (Sgd.) SUPLICIO TIMTIMAN

(Sgd.) DEMETRIO P. SONZA

Signed in the Presence of:

(Sgd.) Illegible & (Sgd.) Illegible

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ACKNOWLEDGMENT

Republic of the Philippines )

Iloilo City ) S.S.

BEFORE ME, a Notary Public for in the City of Iloilo on this 25 th

day of August, 1986 personally appeared:

NAME CTC NO. PLACE/DATE

ISSUE

Jose M. Tajanlangit 14788020 Miag-ao, Iloilo

Jan. 14, 1986

Steve C. Tajanlangit, 12553401 Iloilo City

Jr. January 20, 1986

Suplicio Timtiman 14902950 Iloilo City

Mar. 7, 1986

Aladino Harder 12540953 Iloilo City

Jan. 21, 1986

Demetrio Sonza 14916731 Sta. Barbara, Iloilo

Apr. 1, 1986

Who are all personally known to me to be the same persons who

executed the foregoing instrument and have acknowledge before me
that the same is their free and voluntary act and deed.

This document refers to an Article of Incorporation of Bridge in

Progress, Incorporated, which consists of seven (7) pages including
this page where my name and notary seal are affixed. Each page
thereof, is duly signed by the incorporators together with their
instrumental witnesses.
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WITNESS MY HAND AND NOTARIAL SEAL on the date and

place first hereinabove written.

(Sgd.) J. T. BARRERA
Notary Public
Until December 31, 1986
PTR No. 0695923
Iloilo City

Doc. No. 23;

Page No. 6 ;
Book No. 96;
Series of 1986.

TRUSTEES CERTIFICATE

We, the undersigned majority members of the Board of Trustees

and the Secretary, do hereby certify that the Amended Articles of
Incorporation and New By-Laws of Taytay Sa Kauswagan, Inc. were
adopted by an affirmative vote of at least two-thirds (2/3) of the
members at a meeting held for that purpose at the principal office of
the corporation on April 12, 2017.
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The amendments are likewise approved by a majority of the
trustees at a meeting held at Iloilo City, Philippines on April 12, 2017.

ANGEL L. DE LEON, JR. RICARDO GURREA, JR.

Trustee/Chairman Trustee/Vice-Chairman
Drivers License No. F03-78-016842 Senior Citizen No. 10253
Valid until June 22, 2017 Issued on Mar. 8, 2007

FRANKLIN L. LOPEZ PABLO R. NAVA III

Trustee/Treasurer Trustee/Corporate Secretary
Senior Citizen No. 17401 Drivers License No. F03-80-037310
Issued on June 20, 2008 Valid until Sept. 30, 2017

ANGELO B. SOLARTE PETER M. MONTALBAN

Trustee/Ex Officio Member Trustee
TIN No. 138-141-714 TIN No. 173-381-603

DEMETRIO P. SONZA ZINNIA P. TERRUEL

Trustee Trustee
Senior Citizen No. 2346 Senior Citizen No. 1256
Issued on Oct. 10, 2007 Issued on Jan. 30, 2009

ESTEBAN V. TAJANLANGIT, III

Trustee
TIN No. 942-428-385
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Countersigned:

PABLO R. NAVA III

Corporate Secretary
Drivers License No. F03-80-037310
Valid until Sept. 30, 2017

SUBSCRIBED AND SWORN to before me this ___ day of June

2017 at Iloilo City, Philippines, Affiants exhibited to me their respective
Competent Evidence of Identity indicated below their names.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of _____;