AMENDED BY - LAWS*

OF

WHARTON-PENN ALUMNI ASSOCIATION, INC.

ARTICLE I
OFFICE

SECTION 1. Principal Office. The principal office of the Association shall be located in First Life Center, 174 Salcedo Street, Legaspi Village, Makati City. (as amended on April 13, 2016)

SECTION 2. Other Office. The Association shall also have branch offices at such place, either within or without the Philippines, as the Board of Trustees may from time to time designate.

ARTICLE I
MEMBERS

SECTION 1. Eligibility. All persons who qualify under one or more of the following categories shall be eligible for membership in the Association:

1. Any Graduate of the Wharton Graduate Division or the Wharton School of Undergraduate program or of any other School of the University of Pennsylvania (hereinafter referred to as the University), as attested by a diploma or certificate of the University;

2. Any resident of the Philippines who has completed any academic program or short term course of any School of the University as attested by a certificate of the University;

3. (Any present and past member of the faculty of the University;

4. (All matriculants who have completed at least one year in good standing in a degree-granting program of the University; (as amended on December 2, 2015)

5. (Any person who has been unanimously appointed and approved by the Board of Trustees to become an “Honorary Member” of the Association; and

6. (Such other persons who may qualify as Penn Alumni under the By-Laws of Penn Alumni adopted by the University of Pennsylvania, as the same may be amended from time to time. (as amended on December 2, 2015)

SECTION 2. Membership. Any person, eligible under Article II, Section 1 above and pays the fees, dues and other assessments, if any, when due, shall become regular members of the Association and shall have such privileges and be subject to such duties and conditions prescribed in these By-Laws.

Failure of a member to pay his dues, fees or assessments, within a reasonable period as may be fixed by the Board of Trustees, shall deprive him/her of his/her rights and privileges as a member in accordance with these By-Laws, including, but not limited to, the right to vote during the period of his/her non-payment.

A non-paying member, who subsequently pays his/her unpaid, dues, fees or assessments, may be reinstated, upon such terms and conditions as may be prescribed by the Board of Trustees.

A member in good standing is one who has complied with the requirements of the Board of Trustees, has no outstanding past due obligation or liability to the Association, has no unresolved cases involving integrity and has not violated any rules of the Association.

SECTION 3. Termination of Membership. Membership in the Association shall terminate upon the occurrence of any of the following:

1. Death;

2. Voluntary withdrawal;

3. For any cause, upon two-thirds (2/ 3) vote of the Board of Trustees or by majority vote of all members of the Association (this also covers suspensions);

4. Non-payment of dues, fees or assessments.

ARTICLE III
MEETINGS OF MEMBERS

SECTION 1. Time and Place of Annual Meeting. The annual meeting of the members shall be held on 1st Friday of the month of December of every year at such location where the principal office is located and on such time as may be designated by the Board of Trustees in the notice of such meeting.

SECTION 2. Special Meetings. Special meetings of members may be called at any time by the President or by the Board of Trustees, or within ninety (90) days, after the President shall have received a written petition signed by any five (5) members of the Association. Special meetings of the members shall be held at such time and place where the principal office is located as the Board of Trustees may designate in the notice of such meeting.

SECTION 3. Notice. Notice of all meetings of members shall be in writing and shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. Notice of the annual meeting shall be given personally or by mail, to each member at least fifteen (15) days before such meeting. Notice of every special meeting shall be given to each member at least ten (10) days before such meeting.

SECTION 4. Waiver of Notice. A member may waive notice of annual and special meetings in any manner. A waiver in writing signed by the member or by telegram, cablegram, radiogram, or facsimile, whether given before or after the meeting, shall be deemed equivalent to such notice. All such waivers shall be filed with the records of the Association.

SECTION 5. Quorum. For any annual or special meeting of the Association, a majority of members, whose accounts are current and updated, shall constitute a quorum for the transaction of business.

SECTION 6. Adjournments. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned to a specific date by a majority vote of the members present or represented. Notice for the meeting of said specific date shall comply with the periods reflected in Article III, Section 3 above and shall state that said meeting will proceed even if there is no quorum therefor. Any meeting at which a quorum is present may also be adjourned, in like manner, for such time, or upon calls as may be determined to one vote.

SECTION 7. Voting Rights. Only members in good standing, who have paid their dues, fees and assessments, shall be entitled to vote at meetings, either in person or by proxy (reviewable yearly by the Nominating Committee) appointed by an instrument in writing subscribed by the member or his duly authorized attorney-in-fact; and shall be eligible to be voted as a candidate for any vacant office/ position. Each eligible member shall be entitled to one vote.

SECTION 8. Business Meetings. All meetings, be they annual or special as designated by the Board of Trustees in the notice of such meeting, shall be for the business of the Association. No other business may be transacted at said meetings. No matter pertaining to corporate policy brought before a business meeting shall be voted on unless such matter was outlined in the notice of such meeting. New proposals, motions or resolutions not of routine nature, and which have not been previously stated in the notice to a business meeting, must be referred to the appropriate committee of the Board of Trustees and in such case, must be reported at the next business meeting for action.

ARTICLE IV
BOARD OF TRUSTEES

SECTION 1. General Powers and Number. The powers of the Association shall be exercised, its properties controlled, and its affairs vested and managed, by a Board of Trustees who shall be paying members of the Association and holders of academic degrees of any School of the University. The member of Trustees shall be eleven (11).

SECTION 2. Membership and Term The Board of Trustees shall be elected by plurality vote of the members of the Association. Each Trustee shall hold office for a term of two (2) years and until his/her successor shall have been elected and qualified, provided that as soon as the first eleven (11) trustees are elected and organized, they shall classify themselves such that the term of office of five (5) trustees shall expire at the end of the first year; and subsequent election of trustees shall be held annually and the trustees so elected shall have a term of two (2) years. ncumbent Trustees may be reelected but they shall not serve two (2) successive terms.

SECTION 3. Duties and Responsibilities. The Board of Trustees shall manage the affairs and business of the Association and be vested with such powers and authority as are provided by law and/or these By-Laws. The Board of Trustees shall, among others:

1. Maintain an interest, in and an awareness of, the education programs and plans of, the Wharton School, or such other Schools, as it may determine, of the University;

2. Develop an understanding of alumni, business and community needs in the Association's geographical area;

3. Keep the Wharton School or such other Schools, as it may determine, of the University, informed of the Association's needs as well as submit ideas, programs and suggestions for the advancement of the educational purposes of the Wharton School and business education generally or such other Schools, as it may determine, of the University.

4. Review with the members of the Association their plans and programs for the coming year:

5. Establish annual dues and special assessments, if any and the policies, management practices, organization structure, position titles of the Association and approve the programs of the Association to ensure that education programs developed by the Association are of the best possible standards;

6. Update members and their associates on current trends in business, politics, education, or any other field of general interest, through the holding of seminars, convocations, meetings or other similar types of gatherings;

7. Form such committees as may be necessary to ensure continuing recruitment and networking for membership and the development thereof as well as assure the holding annually, of such regular activities as sportsfest, Christmas party, fund raising and fellowship;

8. Establish an executive committee of five (5) members chosen from among themselves to organize and perform such function(s) as may be delegated by the Board of Trustees.

SECTION 4. Regular and Special Meetings. The Board shall meet regularly at least once every quarter of the year at such place, date and time the Board may prescribe. Special meetings may be held at the call of the President or six (6) other members of the Board.

All board meetings, annual or special, may be held in person, through teleconference, videoconference or such other media, as may be permitted by law or regulation from time to time. Teleconferences and videoconferences shall be recorded and the Corporate Secretary shall store the tapes or discs of the meeting.

SECTION 5. Notice. Notice of meetings shall be sent to each trustee by personal delivery, mail, email, SMS, or facsimile at least three (3) working days prior to the meeting, indicating the date, time and place thereof.

ARTICLE V
EXECUTIVE COMMITTEE
AND OTHER COMMITTEES

SECTION 1. Executive Committee. There may be created an Executive Committee composed of the Chairman of the Board, the President, and one (1) other member of the Board of Trustees appointed by the Board. Said committee may act, by majority vote of all its members, on such specific matters within the competence of the Board as may be delegated to it.

SECTION 2. Other Committee. The Board may create such other committees as it may deem necessary for the management of the affairs of the Association.

ARTICLE VI
OFFICERS

SECTION 1. Number and Manner of Election. The officers of the Association shall be elected by the Board of Trustees from among its members at its first meeting and shall include a President, a Vice-President, a Secretary, a Treasurer and other officers as the Board may from time to time determine.

SECTION 2. Removal. Any officer may be removed at any time for just cause by a majority vote of the Board of Trustees at any of its meetings. Just cause is defined as conduct deemed by the Board of Trustees as inconsistent with, or prejudicial to, the goals of the Association and the duties of the office.

SECTION 3. President. The President shall be the chief executive officer and shall have general management and control over the business and affairs of the Association. He shall preside at the meetings of the Board of Trustees and the members,

The President shall have all the general powers and duties usually vested in a chief executive officer, including the power to delegate his/her authority as he/she may see fit and the duty to see that all orders and resolutions of the Board are carried into effect.

SECTION 4. Vice-President. The Vice-President shall assume all the powers and carry on all the duties of the President in the latter’s absence, incapacity, or removal from office. The Vice-President shall also have such powers and duties as the Board of Trustees shall prescribe from time to time.

SECTION 5. The Secretary. The Secretary must be resident and a citizen of the Philippines. He shall be the custodian of, and shall maintain, the corporate books and records and shall be the recorder of the Association's formal actions and transactions. He/she shall have the following specific powers and duties:

1. To record or see to the proper recording of the minutes and transactions of all meetings of the Board of Trustees and the members and to maintain minute books of such meetings in the form and manner required by law,

2. To keep or cause to be kept record books showing the details required by law;

3. To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his/her signature all corporate documents requiring the same;

4. To attend the giving and serving of all notices of the Association required by law or these By-Laws to be given;

5. To certify to such corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required of him/her by law or by Government rules and regulations;

6. To perform such other duties as are incident to his/her office as may be assigned to him/her by the Board of Trustees.

SECTION 6. The Treasurer. The Treasurer of the Association shall be its chief fiscal officer and the custodian of its funds, securities and property. The Treasurer shall have the following duties.

1. (To keep full and accurate accounts of receipts and disbursements in the books of the Association;

2. To have custody of, and be responsible for, all the funds of the Association;

3. To deposit in the name, and to the credit, of the Association, in such bank as may be designated form time to time by the Board of Trustees all the moneys, funds, and similar valuable effects belonging to the Association which may come under his/her control:

4. To render an annual statement showing the financial condition of the Association and such financial reports as the Board of Trustees, the Chairman or the President may from time to time require;

5. 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,

6. To exercise such powers and perform such duties and functions as may be assigned to him/her by the Board of Trustees.

SECTION 7. Other Officers. Such other officers as may be designated by the Board of Trustees shall have such duties as the Board of Trustees shall prescribe.

ARTICLE VII
NOMINATION AND ELECTION

SECTION 1. Nominating Committee. The Nominating Committee shall nominate candidates for vacancies in the Board of Trustees.

SECTION 2. Nominations. Nominations may also be made by petition of no fewer than five (5) members of the Association, if filed with the Chairman of the Nominating Committee. Such petition must be accompanied by the written permission of the candidate.

SECTION 3. Composition. The Nominating Committee shall consist of the President of the Association, two other members of good standing to be appointed by the Board who are neither elected nor appointed officers or trustees of the Association. Except for the President the members of the Nominating Committee shall be elected by the Board of Trustees at least sixty (60) days before the annual membership meeting. The President shall preside as Chairman of the Nominating Committee.

SECTION 4. Election. The Nominating Committee shall, by November 1 of each year, nominate candidates for the vacancies on the Board of Trustees and shall announce the approved nominations to the members of the Association.

ARTICLE VIII
FEES, DUES AND OTHER ASSESSMENT

SECTION 1. Fees. The Association shall levy fees, dues and other assessment on its members in an amount and in such manner of payment as may be, from time to time, determined by the Board of Trustees.

ARTICLE IX
FISCAL YEAR

SECTION 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of December of the same year. (as amended on April 13, 2016)

ARTICLE X
AMENDEDMENTS

SECTION 1. Amendments. These By-Laws may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Trustees and of a majority of the paying members at a meeting called for that purpose. Any provision of these By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the affirmative vole of a majority of the paying members of the Board of Trustees, provided, such power is duly delegated to them by two-thirds (2/3) vote of the paying members of the Association.

ARTICLE XI
ADOPTION CLAUSE

The foregoing By-Laws were adopted by all the incorporators/members of the Association on March 10, 2010 at Makati City, Philippines.

IN WITNESS WHEREOF, we, the undersigned incorporators/members present at said meeting and voting thereat in favor of the adoption of said By-Laws, have hereunto subscribed our names this day of JUN 09 2010 at Makati City, Philippines.

*Some provisions herein are still pending with the SEC for final approval.