Amended Articles of Incorporation and By-Laws

“AMENDED”

ARTICLES OF INCORPORATION

OF THE

PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND

MEDIATORS (PICAM), INC.

(“FORMERLY” PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS, INC.)

(PICA)

“AS AMENDED ON APRIL 7, 2006”

KNOW ALL MEN BY THESE PRESENTS:

That, we, the undersigned incorporators, all of whom are residents and citizens of the Philippines, of legal age, and professionals engaged in the field of Engineering, Architecture and Law have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Philippines.

AND WE HEREBY CERTIFY:

First. – That the name of the said corporation shall be the PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS (PICAM), INC. “AS AMENDED ON APRIL 7, 2006”

Second. – That the purposes for which said corporation is formed are:

To form the nucleus of an organization of Arbitrators that will develop its expertise, achieve proficiency, foster camaraderie and enhance the growth of the arbitration machinery.

To assist the Construction Industry Arbitration Commission (CIAC) in the formulation and adoption of an arbitration program for the development and training of arbitrators.

To promulgate a code of ethics for adoption by the Institute and to police its members.

To set up a united arbitration aggrupation where experiences can be shared in confidence and trust and preserving the dignity and integrity of the profession.

To provide a forum for construction arbitrators to interact and collaborate on issues that will strengthen and fulfill public acceptance, attain due recognition and respect for its members.

To promote and encourage inquiries, researches, information dissemination, and studies in construction disputes and to enter into mutual or reciprocal relation with foreign arbitrators or provide linkages with international arbitration bodies.

Third. – That this corporation shall have its principal office in Metro Manila, Philippines.

Fourth. – That the term for which this corporation is to exist is fifty (50) years from and after the date of issuance of the certificate of incorporation.

Fifth. – That the names, citizenships and addresses of the Incorporators, who are at the same time the founders of the corporation are as follows:

NAME CITIZENSHIP ADDRESS

LORETO C. AQUINO Filipino 15 South Lawin, PHILAM,

Quezon City

PABLO D. AREVALO, JR. Filipino 10 Ecology Village,

Sabio St., 1200 Makati

ERNESTO J. BATTAD Filipino 78 Scout Lozano,

Kamuning, Quezon City

CESAR A. CALIWARA Filipino 7 Gen. Lim, SFDM,

Quezon City

ERNESTO S. DE CASTRO Filipino 25 Chico, Valle Verde I

Pasig

LAURO M. CRUZ Filipino 28 Hemady, New Manila,

Quezon City

HORACIO M. DIMATATAC Filipino 14 P. Bautista, SFDM,

Quezon City

BEDA G. FAJARDO Filipino 972 Aurora Blvd., Q.C.

ANTONIO T. FERNANDO Filipino 2343 Marconi St.,

Makati

AMBROSIO R. FLORES Filipino 3 Bulusan, Sta. Mesa

Heights, Quezon City

JOSE U JOVELLANOS Filipino 1349 Caballero St.

Dasmariñas Village,

Makati

ANTONIO A. MANSUETO Filipino Blk. 2 Lot 8 Phase 2,

Samsonville, Marcos

Highway, Antipolo,

Rizal

FELISBERTO G.L. REYES Filipino 10 Bagobo, La Vista

Subdivision, Q.C.

JOSE P. DEL ROSARIO Filipino 113 Scout Limbaga,

Diliman, Quezon City

LEONARDO P. TRINIDAD Filipino 38 Melantic, San

Lorenzo Village, Makati

Sixth – That the Board of TRUSTEES of this corporation shall be fifteen (15) and the names and addresses of the first TRUSTEES of this corporation who are to serve until their successors are duly elected and qualified as provided by the By-Laws, are as follows: “AS AMENDED ON JUNE 22, 2012”

NAME ADDRESS

LORETO C. AQUINO 15 South Lawin, PHILAM,

Quezon City

PABLO D. AREVALO, JR. 10 Ecology Village,

Sabio St., 1200 Makati

ERNESTO J. BATTAD 78 Scout Lozano,

Kamuning, Quezon City

CESAR A. CALIWARA 7 Gen. Lim, SFDM,

Quezon City

ERNESTO S. DE CASTRO 25 Chico, Valle Verde I

Pasig

LAURO M. CRUZ 28 Hemady, New Manila,

Quezon City

HORACIO M. DIMATATAC 14 P. Bautista, SFDM,

Quezon City

BEDA G. FAJARDO 972 Aurora Blvd., Q.C.

ANTONIO T. FERNANDO 2343 Marconi St., Makati

AMBROSIO R. FLORES 3 Bulusan, Sta. Mesa

Heights, Quezon City

JOSE U. JOVELLANOS 1349 Caballero St.

Dasmariñas Village, Makati

ANTONIO A. MANSUETO Blk. 2 Lot 8 Phase 2,

Samsonville, Marcos

Highway, Antipolo, Rizal

FELISBERTO G.L. REYES 10 Bagobo, La Vista

Subdivision, Q.C.

JOSE P. DEL ROSARIO 113 Scout Limbaga,

Diliman, Quezon City

LEONARDO P. TRINIDAD 38 Melantic, San

Lorenzo Village, Makati

Seventh. – That this is a non-stock, non-profit corporation whose operations shall be financed and maintained by means of membership fees and dues, assessment, donations and charitable contributions from the members.

Eight. – That LEONARDO P. TRINIDAD has been elected by the members as Treasurer of the corporation to act as such until his successor is duly elected and qualified in accordance with the By-Laws, and that as such treasurer, he has been authorized to receive for the corporation and to issue receipt in its name for all fees and dues paid by the members, and for such other collections as may be due to the corporation.

Nineth. – That the present members are the incorporators hereof, and additional members may be submitted from time to time and their names shall accordingly be submitted to the Securities and Exchange Commission.

IN WITNESS WHEREOF, we have hereunto set our hands this 14^th day of December, 1988, in the City of Manila, Philippines.

-signed- -signed-

LORETO C. AQUINO BEDA G. FAJARDO

TAN 1041-040-5 TAN 1509326

-signed- -signed-

PABLO D. AREVALO, JR. ANTONIO T. FERNANDO

TAN A6144-52532-A-3 TAN F6550-L2133-A-O

-signed- -signed-

ERNESTO J. BATTAD, SR. AMBROSIO R. FLORES

TAN B3364-C1322-A-5 TAN 2023-070-2

-signed- -signed-

CESAR A. CALIWARA JOSE U. JOVELLANOS

TAN C-4621-HL621-A-4 TAN J1459-C1917-A-3

-signed- -signed-

ERNESTO S. DE CASTRO ANTONIO A. MANSUETO, SR.

TAN 2653-16102-79-9 TAN M5239-M2725-A-3

-signed- -signed-

LAURO M. CRUZ FELISBERTO G. L. REYES

TAN C6249-H1820-A-0 TAN R2143-B1226-A-0

-signed- -signed-

HORACIO M. DIMATATAC JOSE P. DEL ROSARIO

TAN 1185-170-6 TAN D4620-C2915-A-1

-signed-

LEONARDO P. TRINIDAD

TAN 76537-60525-A-9

SIGNED IN OUR PRESENCE

———————————————- ———————————————

REPUBLIC OF THE PHILIPPINES

CITY OF MANILA

On this 28^th day of April, 1989, in the City of Manila, Philippines, before me, a Notary Public, personally came and appeared the following persons whose residence certificates are shown opposite their respective names hereunder, to wit:

NAME RES.CERT.NO. PLACE OF ISSUE DATE OF ISSUE

LORETO C. AQUINO 1253306H Quezon City Mar. 3, ‘88
PABLO D. AREVALO, JR. 1347881G Makati Jan. 20, ‘88

ERNESTO J. BATTAD 1223635 Quezon City Mar. 11,’88
CESAR A. CALIWARA 12548765 Alabat, Quezon Feb. 2,’88
ERNESTO S. DE CASTRO 14169253G Makati, M.M. Feb.6,’88
LAURO M. CRUZ 109952236G Quezon City Jan. 19,’88
HORACIO M. DIMATATAC 459812H Quezon City Feb. 19,’88
BEDA G. FAJARDO 3597454-H Gubat, Sorsogon Apr. 13,’88
ANTONIO T. FERNANDO 1757628-H Makati Feb. 29,’88
1. AMBROSIO R. FLORES 11011200-G Quezon City Jan. 19,’88
2. JOSE U. JOVELLANOS 11469996B Makati Mar. 1, ‘88

ANTONIO A. MANSUETO 49169068 Mandaue City Jan. 14,’88
FELISBERTO G.L. REYES 10754541G Quezon City Feb. 12,’88

JOSE P. DEL ROSARIO 10989462G Quezon City Jan. 20,’88
LEONARDO P. TRINIDAD 11466664G Makati Mar. 1,’88

who are all known to me to be the same persons who executed the foregoing instrument and that they acknowledged to me that the same are their free and voluntary act and deed.

The foregoing instrument referred to as the Articles of Incorporation of the PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS (PICAM) “AS AMENDED ON APRIL 07, 2006” consists of five (5) pages including this page whereon this part of the acknowledgement is written, and is signed by the parties and their instrumental witnesses at the left hand margin of the first, second, third, fourth, and fifth pages, and at foot of the instrument proper located on the fifth page.

WITNESS MY HAND AND SEAL on the date and time at the place first above written.

Doc. No. 466

Page No. 95

Book No. 105 – SIGNED –

Series of 1989

AMENDED BY-LAWS

OF THE

PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS, INC. (PICAM)

“AS AMENDED ON APRIL 7, 2006”

ARTICLE I – NAME AND OFFICE

Section 1 – The Association shall be known as the PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS, INC. (PICAM). “AS AMENDED ON APRIL 7, 2006”

Section 2 – The Association shall have its principal office in Metro Manila, Philippines and shall exist under and in accordance with the laws of the Republic of the Philippines.

ARTICLE II – OBJECTIVES

Section 1 – To promote and sustain the development of Construction Arbitration and to pursue the various purposes embodied in the Articles of Incorporation.

Section 2 – To share experiences carried in confidence and trust and to maintain a Data Bank and Technical Resources for the broadening of the perspective and perception of arbitrators.

Section 3 – To adopt a Code of Ethics for arbitrators to guide them and keep them posted in the performance of their duties.

Section 4 – To conduct seminars, symposia or workshops as shall be necessary for the continued upgrading of the members.

ARTICLE III – MEMBERSHIP

Section 1 – THE FOLLOWING ARE CATEGORIES OF MEMBERSHIP

1. Charter members – those who are incorporators of the Philippine Institute of Construction Arbitrators and Mediators.

Regular members – those who have been ACCREDITED AS CONSTRUCTION ARBITRATORS AND/OR MEDIATORS BY THE CONSTRUCTION INDUSTRY ARBITRATION COMMISSION (CIAC). “AS AMENDED ON AUGUST 12, 2005” “AS AMENDED ON JUNE 22, 2012”

MEMBERS EMERITUS – THOSE REGULAR MEMBERS RECOGNIZED TO HAVE MADE SIGNIFICANT CONTRIBUTION TO THE PRACTICE OF CONSTRUCTION ARBITRATION AND/OR MEDIATION AND TO PICAM AND EXEMPTED BY THE BOARD OF TRUSTEES FROM THE DUTIES AND OBLIGATIONS OF REGULAR MEMBERS. “AS AMENDED ON JUNE 22, 2012”.

FELLOWS – THOSE WHO ARE REGULAR MEMBERS IN GOOD STANDING, HAVE ACHIEVED EMINENCE IN THE FIELD OF CONSTRUCTION ARBITRATION AND/OR MEDIATION, AND HAVE MADE SIGNIFICANT CONTRIBUTION TO PICAM. “AS AMENDED ON JUNE 22, 2012”

HONORARAY MEMBERS – THOSE WHO HAVE PERFORMED NOTABLE AND OUTSTANDING ACHIEVEMENT, CONTRIBUTION OR SERVICE IN THE INTEREST OF CONSTRUCTION ARBITRATION AND/OR MEDIATION BUT ARE NOT ACCREDITED AS CONSTRUCTION ARIBTRATORS OR MEDIATORS BY THE CIAC. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Fees and Dues – There shall be the following fees and dues to be paid upon the approval of their application by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Admission/Readmission Fee – The amount of the Admission Readmission Fee shall be Two Hundred Pesos (P200.00) for Charter and Regular Members which may from time to time be adjusted by the Board of TRUSTEES but not within two years from the last amendments of such fee. After payment of the fee, a member shall receive a Membership Certificate, Membership Card and a copy of the BY-LAWS.

“AS AMENDED ON JUNE 22, 2012”

Annual Dues – The amount of the annual dues shall be One Hundred Pesos (P100.00) which may from time to time be adjusted by the Board of TRUSTEES but not within two years from last amendments of such dues. Membership Card shall be issued annually upon each payment of Annual Dues. “AS AMENDED ON JUNE 22, 2012”

Exemption of Fees – Arbitrators who served as Lecturers or Resource Persons during the First Training Program for Arbitrators are exempted from payment of Admission Fees and Dues.

Section 3 – Revocation, Suspension, Expulsion, Termination, Forfeiture.

Revocation, suspension, expulsion, termination or forfeiture of membership for causes as herein provided shall be declared pursuant to its guidelines by affirmative votes of the majority of the Board of TRUSTEES, namely: “AS AMENDED ON JUNE 22,

2012”

Non-payment of dues with a 3-month warning.
Voluntary resignation in writing.
Infraction of the rules, policies, or By-Laws of the Institute.

Section 4 – Readmission – The condition prescribed for admission shall also be applicable for readmission.

Section 5 – Quorum – THE ATTENDANCE OF AT LEAST 30 REGULAR MEMBERS

SHALL CONSTITUTE A QUORUM. “AS AMENDED ON JUNE 22,

2012”

Section 6 – Voting Rights – Only Charter and Regular Members, AND FELLOWS shall be entitled to vote and be voted upon. No proxy is allowed. MEMBERS EMERITUS AND Honorary members MAY participate in the discussion and deliberations in a general or Board meeting but are not entitled to vote. “AS AMENDED ON JUNE 22, 2012”

ARTICLE IV – BOARD OF TRUSTEES “AS AMENDED ON JUNE 22, 2012”

Section 1 – The Board of TRUSTEES shall consist of fifteen (15) members elected from general membership. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Unless otherwise provided in the Corporation Code of the Philippines, the corporate powers of the corporation shall be exercised, all business conducted and all properties of the corporation shall be held and controlled by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 3 – The TRUSTEES shall hold office for TWO (2) YEARS commencing

on the first of January FOLLOWING THEIR ELECTION and ending

December 31 OF THE SECOND YEAR. “AS AMENDED ON JUNE 22, 2012”

Section 4 – Any vacancy except removal or expiration of term occurring or supervening between elections must be filled by the Board of TRUSTEES constituting a quorum from among the members.

“AS AMENDED ON JUNE 22, 2012”

Section 5 – A TRUSTEE chosen to fill a vacancy shall serve only the unexpired term of his predecessor in office. “AS AMENDED ON JUNE 22, 2012”

Section 6 – Immediately after their election and without formal notice, the duly proclaimed TRUSTEES must formally organized and hold the election from among themselves to elect the Officers provided for in these By-Laws. “AS AMENDED ON JUNE 22, 2012”

Section 7 – Without prejudice to the general powers conferred by the Corporation Code of the Philippines, the Articles of Incorporation and these BY-LAWS, the Board of TRUSTEES shall have the following express powers: “AS AMENDED ON JUNE 22,

2012”

Promulgate rules and regulations of the Institute.
Purchase or acquire for the Institute any property or property rights at such price and under such terms and conditions as may be beneficial to the association.
Approve loans for the Institute and for such purposes, create, make and issue mortgages, bonds, deeds of trust secured by the mortgage or pledge of properties belonging to the association.

Promulgate policies and administrative issuances for the smooth functioning of the Board and Secretariat.

Section 8 – There shall be an Adviser and Honorary Chairman of the

Board both of whom shall be appointed by the Board from

among the Council of Elders

ARTICLE V – MEETING

Section 1 – The Institute shall have THE FIRST General Membership Meeting IN JUNE and shall conduct the annual election, AS APPLICABLE, during the Second General Membership Meeting, TO BE HELD IN DECEMBER OF EACH YEAR. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Regular Board of TRUSTEES meeting shall be held monthly. “AS AMENDED ON JUNE 22, 2012”

Section 3 – The order of Business at the meeting of the Board of TRUSTEES shall be: “AS AMENDED ON JUNE 22, 2012”

Proof of the presence of quorum.
Reading and Approval of the minutes of the previous meeting.
Report of Working Committees, ADHOC or Special Committees.
1. Treasurer’s Report
2. Unfinished Business
3. New Business

Section 4 – Special meetings of the Board of TRUSTEES may be held at any time upon call of the President provided a quorum be present or upon written petition by at least eight (8) members of the Board even without a call from President. “AS AMENDED ON JUNE 22, 2012”

ARTICLE VI – THE EXECUTIVE MEETING

Section 1 – There shall be an Executive Committee composed of the President, Vice President, Secretary, Treasurer, Business Manager, Auditor and Public Relations Officer to act on urgent and/or specific matters except highly policy determining, which require immediate attention.

Section 2 – The Executive Committee upon call of the President may tackle issues of importance which require urgent action or exploration and in-depth analogy or studies, for later consideration and approval by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 3 – A quorum of majority is required in every EXECUTIVE COMMITTEE MEETING.

ARTICLE VII – OFFICERS

Section 1 – The officers of the Institute shall consist of President, Vice President, Secretary, Treasurer, Business Manager, Public Relations Officer, Auditor and an appointive Legal Counsel all of whom except the Legal Counsel shall be elected by majority vote of the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 2 – The officers of the Institute shall hold office for a term of TWO

(2) YEARS, commencing on the first of January FOLLOWING THEIR ELECTION AND ENDING December 31 OF THE SECOND YEAR. NO PERSON SHALL BE ELECTED AS PRESIDENT OF THE INSTITUTE FOR MORE THAN TWO (2) CONSECUTIVE TERMS. “AS AMENDED ON JUNE 22, 2012”

Section 3 – Any vacancy occurring due to resignation or incapacitation, the Board of TRUSTEES shall fill such vacancy from among the elected TRUSTEE. “AS AMENDED ON JUNE 22, 2012”

Section 4 – Duties of the President

Shall preside at all meetings of the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Makes semi-annual report during mid-year meeting of the Board.
Exercises general supervision and control over the employees of the Institute: presides at all Membership meetings.
Negotiations and enter into loans for the Institute and in connection therewith signs and executes the necessary documents and papers with the approval of the Board.
Appoints an Executive Secretary, employees and staff of the Institute subject to the approval of the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Sign checks with the Treasurer or other authorized officer, counter signs all disbursements of funds of the Institute as authorized by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Submits an annual report of the Institute to the Board of TRUSTEES and during annual membership meeting. “AS AMENDED ON JUNE 22, 2012”
Represents the Institute of public functions and as the official spokesman of the Institute.

Section 6 – Duties of the Vice President

The Vice President shall act as President in case of absence, incapacity, resignation, death, or removal for the cause of the Institute.
He shall represent the President at public functions when so directed.
He shall perform other duties as shall be directed by the Board, President, or as provided in these By-Laws.

Section 7 – Duties of the Secretary

Prepares the minutes of the previous meeting, agenda, and keeps the roster of membership, records and other documents of the Institute.
Shall take in custody the Institute’s Dry Seal.
Shall sign with the President all Certificates of Membership and Membership Cards, certifies documents, minutes of previous meeting, agenda and other documents required for his signature.
Serves notices of meeting thru phone or written notice, prepares correspondence, keeps Institute’s Banner, etc.

Section 8 – Duties of the Treasurer

Takes charge of the funds and properties of the Institute.
Signs checks with the President or other duly authorized officer.
Receives accounts, deposit and withdraw funds from authorized banks, have funds disbursed properly vouchered and receipted.
Prepares Treasurer’s Report for every Board Meeting, renders a financial report to the members during General Membership Meetings.
Performs such other functions that may be assigned by the President or the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Posts a bond in such amount as may be required by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 9 – Duties of the Business Manager

Takes charge of handling the business affairs of the Institute subject to the direction of the President.
Shall perform such other duties inherent in his office or that may, from time to time be prescribed by the Board.

Section 10 – Duties of the Public Relations Officer

Establishes rapport with the various government and private entities or associations involved in a way with construction.
Publishes the undertakings, projects and other activities of the Institute after proper consultation with the President and/or Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Represents the Institute at external conferences as shall be directed by the President.

Section 11 – Duties of the Legal Counsel

Acts and represents the Institute in all legal matters.
Performs other duties as shall be directed by the President or the Board of TRUSTEES. “