BY-LAWS

OF

INTEGRATED CYCLING FEDERATION OF THE PHILIPPINES, INC.

ARTICLE IOFFICE

Sec. 1. The main office of this Federation shall be located in Metro Manila, Philippines. The specific address of the main office shall be determined by a majority vote of the Board of Trustees.

Sec. 2. Branch office may be established in such parts of the country as may be determined by a majority vote of the Board of Trustees.

ARTICLE IIPOWERS, FUNCTIONS AND DUTIES

The Federation shall exercise the following powers, functions and duties.

Sec. 1. The Federation shall be the National Governing body for all disciplines and forms of cycling in the Philippines and as such shall have the exclusive authority and power to regulate all events and this issue and/or withhold sanction/approval of all races in the country as mandated by the International Cycling Union (UCI) and such other international bodies to which the Federation is affiliated or accredited with.

Sec. 2. The Federation shall also exercise absolute and complete control over the development and promotion of cycling in the Philippines, including the selection of athletes, coaches, trainers, other staff and officials and the composition of the National Team as well as in the conduct of or participation in local, national and international competitions subject only to the rules, regulations and policies promulgated by the International Cycling Union (UCI), the Asian Cycling Confederation (ACC), the Asian Cycling Association (ACA), the Philippine Olympic Committee (POC) and such other International Sports Bodies to which the Federation is affiliated. In the selection of the composition of the National Team it shall take into consideration not only the athletic performance of the athletes but also their moral character and values.

Sec. 3. To cause or assist in the establishment of sports facilities, venues, training grounds and sports clinic for the various disciplines and forms of cycling and to secure or cause to procure cycling facilities, equipments, materials or supplies for the use, improvement and development of the sport.

Sec. 4. To prepare a comprehensive development program designed to train local riders, coaches, trainers and officials for the promotion and improvement of the sporting event and its related aspects and to provide a system of incentive for their active participation in the sport.

Sec. 5. To initiate, sponsor, organize and conduct competitions and/or tournaments in the various disciplines and forms of cycling and to conduct and participate in local, national and international tournament of competitions, conventions or congress, seminars, sports clinic and other related cycling events for the benefit of the cyclist, trainers, coaches and officials of the Federation.

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Sec. 6. To provide technical assistance to the organizers of the ________ cycling competition and to manage and supervise the conduct of such competition__________ so requires.

Sec. 7. To propagate the various disciplines and forms of cycling through out the country with the organization of more cycling clubs and with the cycling club as the basic administrative unit of the Federation.

Sec. 8. To raise funds by donations, benefits, annual subscription ___ and/or to secure financial assistance from the private, public and other ___________ its program in the development and promotion of the various disciplines and forms of cycling.

Sec. 9. To be the final arbiter of all conflicts related to and/or _____ from the activities or practice of cycling in the Philippines. To decide all questions of the status and discipline of athletes connected with the Federation as well as the members thereof and all ______ among the members cycling clubs.

Sec. 10. To exercise and possess all the powers, rights and privileges necessary or ________ to the purpose for which the Federation is organized.

ARTICLE IIIMEMBERSHIP QUALIFICATIONS, CLASSES AND ADMISSION OF MEMBERS

Sec. 1. The basis unit or regular membership of the Federation is the Cycling Club.

Sec. 2. The Federation shall have the following kinds or classes of members:

(A) REGULAR MEMBERS are those who meet all the qualifications of a ____ member and who shall possess the right to vote and all other rights, powers and duties of a regular member Only organized Cycling Clubs, or Institutional, Corporate of Special Cycling Clubs, as defined hereunder are qualified to be admitted as Regular Members, to wit:

(i) ORGANIZED CYCLING CLUBS are organizations or associations of individuals and/or entities having at least fifteen (15) individual members and at least five (5) of whom are cyclist athletes or cyclist competitors;

(ii) INSTITUTIONAL, CORPORATE or SPECIAL CYCLING CLUBS are civic organizations, commercial firms/entities/corporations, government entities/instrumentalities, government owned and/or government __________corporations, local government units, military or public organization, educational institutions and such other or special organizations of cyclists, they have an established pool of at least five (5) cyclists athletes or cyclists competitors.

(B) HONORARY MEMBERS are those individuals, entities, corporations or organizations, whether private or public, who are extended or granted honorary membership by the Board of Trustees for having extended valuable assistance/contribution to the Federation or to the promotion of cycling in the country. Honorary members do not possess voting rights nor are they for their _____________ be qualified to be voted upon _____________________. Or their representatives are however qualified to hold appointive position.

(C) Such other kinds or classes of member as may be created or established by the Board of Trustees by a vote of at least two-thirds (2/3) of the total number

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of Trustees as fixed in the Articles of Incorporation and ratified by a vote of at least two-thirds (2/3) of all the members of the General Assembly.

Sec. 3. Application for admission as a member of the Federation is subject to the approval by the majority of the total number of Trustees as fixed in the Article of Incorporation of the Federation.

Sec. 4. The Board of Trustees by a vote of at least two-thirds (2/3) of its total number as fixed in the Article of Incorporation, and ratified by a vote of at least two-thirds (2/3) of all the members of the General Assembly may provide for additional qualification/s for membership and/or amend/modify any existing qualification/s for membership in the Federation.

Sec. 5. An affiliation fee and membership dues shall be imposed on the regular members of the Federation in such amount as may be determined by the Board of Trustees.

Sec. 6. Transitory Membership Qualification- Upon approval by the Securities and Exchange Commission of these By-Laws, all members of the Philippine Amateur Cycling Association (PACA), as appearing in its roster of members as of February 3, 2001 and all those cycling clubs that affiliated thereafter are qualified to become members of this Federation by simply filing the membership application form and paying the affiliation fees. All such members who failed and/or refused to apply for membership in this Federation must first meet all the qualification provided for in these By-Laws and such additional qualification as may be set by the Board of Trustees and the General Assembly as provided in Art. III, Sec. 4 hereof.

ARTICLE IVDUTIES AND RESPONSIBILITIES OF THE MEMBERS

Sec. 1. The members of the Federation shall have the following duties and responsibilities:

(A)To obey and comply with all the relevant provisions of these By-Laws and all rules and regulations that may be promulgated by the Board of Trustees and/or General Assembly from time to time.

(B) To all meetings of the General Assembly.

(C) To promptly and fully pay the membership dues and other assessments or fees that may be imposed by the Board of Trustees and/or General Assembly.

ARTICLE VMEMBERS RIGHTS AND POWERS

Sec. 1. The regular members of the Federation (or their duly appointed voting representative/s, as the case may be) shall have the following rights and powers:

(A)To attend participate and vote at all meetings of the General Assembly;

(B) It’s duly appointed voting representative/s shall be eligible to any elective or appointive office of the Federation, provided he/she has meet all the qualifications of the office;

(C) To avail of all the facilities of the Federation;

(D)To examine all the records of books of the Federation during business hours.

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ARTICLE VISUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

Sec. 1. Any member of the Federation may be suspended for such period not exceeding two (2) years of meted out such other disciplinary penalty as may be determined by a vote of at least a majority of the total number of Trustees as fixed in its Article of incorporation, at a special meeting duly called for the said purpose, or at any regular meeting of the Board of Trustees provided that the said matter is included in the Agenda of the meeting, for any of the following causes, namely:

(A)Non-payment of dues or such other assessments as may be imposed by the Board of Trustees.

(B) Failure to attend or send a voting representative to the Annual General Membership meeting.

(C) Wilful violation of the Constitution or By-Laws of the Federation.

(D)Commission of such acts previously determined and defined by the Board of Trustees as constituting acts inimical of prejudicial to the interest of the Federation, by a vote of at least two-thirds (2/3) of the total number of Trustees as fixed in the Article of Incorporation.

Sec. 2. Any member of the Federation may be suspended for a period of more than two (2) years or removed or expelled as such member by a vote of at least two-thirds (2/3) of the number of the Board of Trustees as fixed in its Article of Incorporation, at a special meeting duly called for the said purpose, or at any regular meeting of the Board of Trustees provided that the said matter is included in the Agenda of the meeting, and ratified by a vote of at least two-thirds (2/3) of all the members of the General Assembly, at as special meeting duly called for the said purpose, or at any regular/annual meeting of the General Assembly provided that the said matter is included in the Agenda of the meeting, for any of the following causes, namely:

(A)Non-payment of dues or such other assessments as may be imposed by the Board of Trustees for at least two (2) consecutive years.

(B) Failure to attend or send a voting representative to the Annual General Membership meetings for at least two (2) consecutive years

(C) Wilful violation of the Constitution or By-Laws of the Federation;

(D)Commission of such acts previously determined and defined by the Board of Trustees as constituting acts inimical or prejudicial to the interest of the Federation, by a vote of at least two-thirds (2/3) of the total number of Trustees as fixed in the Article of Incorporation.

Sec. 3. The member cycling club concerned shall be furnished with a copy of the charges/complaint at least thirty (30) days before the meeting and the given the opportunity to be heard during the said meeting of the Board of Trustees and/or General Assembly personally and/or through his lawyer. The unjustified failure of the Cycling Club (or its lawyer, if it has one) to appear will be considered as a waiver of its rights to be heard. The submissions to the Board of Trustees and/or the General Assembly, through the Secretary General, of the Cycling Club’s written answer to the charges/complaint is deemed sufficient compliance with the

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Cycling Club’s right to be heard. The decision of the Board of Trustees and/or General Assembly is final and non appealable.

Sec. 4. In all proceedings involving the suspension, disciplinary action, termination, removal or expulsion of a member Cycling Club, Trustee or officer of the Federation, the Board of Trustees may create an ad hoe. Fact finding Board or Board of Inquiry, if the circumstances so warrant, to receive, secure and gather evidence on the charges/complaint and the answer, defenses or counterclaims of the respondent. The Board shall, after hearing the testimonies of all the witnesses and receiving, securing, reviewing and evaluating the evidence/facts, submit a report thereof , together with their recommendations/findings to the General Assembly and/or the Board of Trustees, as the case may be. The Fact Finding Board of inquiry shall be composed of at least three (3) members, only one (1) of whom must be voting representative of a member Cycling Club and the Chairman thereof shall, as much as possible, be a lawyer. The proceedings before this Fact Finding Board or Board of Inquiry shall already be considered a sufficient compliance with the right of the respondent to be heard.

ARTICLE VIIGENERAL ASSEMBLY

Sec. 1. The General Assembly shall be highest governing body of the Federation and shall be composed of all regular members of the Federation.

Sec. 2. Each regular member shall be entitled to one (1) voting representative in all meetings of the General Assembly. The voting representative must be an officer holding the rank of at least a Vice-President, or its equivalent in the case of organized Cycling Clubs. In the case of Institutional, Corporate Cycling Clubs and Special Cycling Clubs, the voting representative must be a high ranking officer or an officer holding a high position of responsibility in the said Institution of entity, or those holding a position of at least Vice-President, or its equivalent. For this purpose only, the Manager or Coach of the Cycling Club is qualified to act as a voting representative, however, he or she is not qualified to be elected as a Trustee.

Sec. 3. The authority of voting representative shall be evidence by a written authority from the President, or a certification to that effect from the Secretary General of the Cycling Club, in the case of organized Cycling Clubs. In the case of Institutional, Corporate of Special Cycling Clubs, the written authority must be issued by a higher officer of the entity/institution, such as, the Chief Executive Officer, Chief Operating Officer, General Manager or the Chief/Head of the Division/Department having control and supervision of the cyclists-competitors or athletes, or a certification to be issued by the proper officer of the entity/Institution to the effect that the named officer was duly authorized by the highest officer or body of the entity/institution. In case of the Armed Forces of the Philippines or the Philippine National Police, the Chief/Head of the Division/Department having control and supervision of the cyclists-competitors or athletes shall be considered as the highest officer of the Institution for this purpose. The said written authority shall be presented to the Secretary General of the Federation not later than the start of the scheduled meeting, or the deadline set by the Board of Trustees.

Sec. 4. The Chairman, President or Secretary General of Organized Cycling Clubs and the highest officer of Institutional, Corporate of Special Cycling club, or, in case of the Armed Forces of the Philippines and the Philippine National Police, the Chief/Head of the Division/Department having control and supervision of the cyclists-competitors or athletes, are automatically presumed to be the duly

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authorized voting representatives of their respective Cycling Clubs without need for presenting any written authority. In case more than one (1) officer is presented in the meeting, only the highest ranking officer shall be considered as the duly authorized voting representative of the Cycling Club concerned.

Sec. 5. The annual meeting of the General Assembly shall be held in December of each year on such date, time and place as may be determined by the Board of Trustees.

Sec. 6. Special meeting of the General Assembly may be called by the Secretary upon order of the Chairman of the Board, or the President, or upon request of at least two-thirds (2/3) of the total number of Trustees as fixed in the Article of Incorporation, or upon petition by at least two-thirds (2/3) of the members of the General Assembly. The call, request or petition for a special meeting of the General Assembly shall state clearly the proposed subject matter/s or agenda of the special meeting and the same shall be addressed to the Chairman and the President and copy furnished the Secretary General. In case the Chairman and the President fail or refuse to instruct the Secretary General to call such special meeting within seven (7) days from their receipt of the call, request or petition, the Secretary General is under obligation to send the notice of the special meeting to all the members at least one (1) month before the date of the special meeting.

Sec. 7. Written notices for regular or special meetings of the General Assembly shall be sent by the Secretary General to each member at its last known address by personal delivery or by mail/courier at least one (1) month prior to the date of the meeting. The notice shall state the date, time and place of the meeting, and the purpose/s or agenda of the meeting. The member may waive this notice requirement, either expressly or impliedly. The venue of the regular or special meeting of the General Assembly shall be within Metro Manila.

Sec. 8. When meeting of the General Assembly is adjourned to another day, time or place, it shall not be necessary to give any notice of the adjourned meeting if the day, time and place to which the meeting is adjourned are 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 if the meeting.

Sec. 9. In all meetings of the General Assembly, a majority of the members of the General Assembly shall constitute a quorum and a majority of such quorum may decide any question at the meeting, except those matters specially provided in these By-Laws or in the Corporation Code as requiring the affirmative vote of a greater promotion.

Sec. 10. All meetings of the General Assembly shall be preside over by the Chairman of the Board, or in his absence, by the President, and if the latter is also absent, then by the Executive Vice-President. In the absence of all the said officers, any Trustees may be chosen by the General Assembly to preside over the meeting. The Secretary General, or in his absence, the Asst. Secretary General, shall act as the secretary of every meeting, and if both are not present, the Chairman of the meeting shall appoint a secretary of the meeting.

ARTICLE VIIIBOARD OF TRUSTEES

Sec. 1. Unless otherwise provided by law, all the corporate powers of the Federation shall be exercised, all business conducted and all property of the Federation shall be controlled and held by the Board of Trustees. Without prejudice to such powers as

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may be granted by law, and the General Assembly, the Board of Trustees shall in addition, have the following powers:

(A) From time to time, to make and/or change the rules and regulations not inconsistent with these By-Laws for the management of the affairs of the Federation.

(B) To implement these By-Laws and to act on any matter not covered by these By-Laws, provided that such matter does not fall within the exclusive prerogative of the General Assembly.

(C) To implement all the policies and decisions laid down by the General Assembly.

(D) To affiliate or to be accredited with the international Cycling Union (UCI), the Asian Cycling Confederation (ACC), the ASEAN Cycling Association (ACA), the Philippine Olympic Committee (POC), or their successors-in-interest, and such other International Sports Bodies as it may deem proper, as well as to affiliate or be accredited with the appropriate governmental agency or body, and to formulate rules, policies and procedures consistent with its affiliations and accreditations, and to implement these rules, policies and procedures through its duly authorized officer/s.

(E) To adopt a uniform set of rules and regulations to govern the various activities, disciplines and forms of cycling in the Philippines.

(F) To purchase, receive, take or otherwise acquire for and in the name of the Federation, any and all properties, rights of privileges, for such consideration and upon such terms and conditions as the Board may deem proper or convenient.

(G) To delegate, from time to time, any of the powers of the Board of Trustees which may lawfully be delegated in the course of the operation of the Federation to any standing or special committee or to any officer of the Federation, with such powers and upon such terms as it may deem____.

(H) To exercise all the powers and authorities of management, supervision and control over its members.

(I) To delegate to the Executive Committee any and all matters within its powers and authority.

Sec. 2. The General Assembly shall elect the members of the Board of Trustees quadric-annually or every four (4) years, at a meeting duly called for the purpose on the month of December of the Olympic Games year, on such date, time and place as may determined by the Board of Trustees, to serve for a term of four (40 years beginning January 1 of the following year and until their successors shall have been duly elected and qualified or until they shall have resigned or shall have been removed in the manner provided in these By-Laws. In the event that an Olympic Games is not held during a four year Olympiad, the General Assembly shall nevertheless meet on the month of December of the year on which the Olympic Games is supposed to be held for the purpose of electing the members of the Board of Trustees.

During the transition period, the current Board of Trustees named in the Article of Incorporation shall serve as such for a term until the 2003 General Assembly meeting to elect the next set of Board of Trustees and until their successors shall

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have been duly elected and qualified or until they shall have resigned or shall have been removed in the manner provided in these By-Laws. The said meeting shall be held on such date, time and place as may be determined by the Board of Trustees. The said members of the Board of Trustees to be elected on the 2003 General Assembly Meeting shall serve for a term until December 31, 2008, which is an Olympic Games year and until their successors shall have been duly elected and qualified or until they shall have been removed in the manner provided in these By-Laws. Thereafter, the elected members of the Board of Trustees shall already serve for a full four (4) year term stipulated in the immediate preceding paragraph.

Sec. 3. The Board of Trustees shall be elected by the General Assembly from among the qualified voting representatives of the regular members of the Federation. The voting representatives who are qualified to be elected as members of the Board of Trustees are those qualified voting representatives mentioned in Art. VII, Sections 2,3 & 4, above, except only for Managers or Coaches of Cycling Clubs who are qualified from being elected as Trustee at the time of his election, he shall continue to be qualified to act as such trustee until the expiry of his term even if he will subsequent be transferred, demoted, suspended, terminated or expelled by his club.

Sec. 4. Any vacancy occurring in the Board of Trustees other than by expiration of term, may be filled by the vote of at least a majority of the remaining Trustees, if still consisting a quorum, from the qualified voting representatives as appearing in the attendance record of the immediately preceding annual or special meeting of the General Assembly, otherwise, the vacancy must be filled by the General Assembly at a regular or at any special meeting of the General Assembly duly called for the purpose. A trustee so elected to fill the vacancy shall be elected only for the unexpired term of his predecessor in office.

Sec. 5. Any Trustee may be removed by the General Assembly for loss of confidence or for any reason whatsoever, by a vote of at least three-fourths (3/4) of the members of the General Assembly at a special meeting duly called for the purpose, or at any regular/annual meeting of the General Assembly provided that the said matter is included in the Agenda of the meeting.

Sec. 6. Any Trustee may be disciplined, suspended or removed by a vote of at least two-thirds (2/3) of the members of the General Assembly, at a special meeting duly called for the purpose, or at any regular meeting of the General Assembly provide that the said matter is included on the Agenda of the meeting, for any of the following causes, namely:

(A)Unjustified failure to attend at least three (3) consecutive meetings of the Board of Trustees.

(B) Wilful violation of the Constitution or By-Laws of the Federation.

(C) Commission of such acts previously determined and defined by the Board of Trustees as constituting acts inimical or prejudicial to the interest of the Federation, by a vote of at least two-thirds (2/3) of the total number of Trustees as fixed in the Articles of Incorporation.

Sec. 7. The Trustee concerned shall be furnished with a copy of the charges/complaint at least thirty (30) days before the meeting and be given the opportunity to be heard during the said meeting of the General Assembly, personally and/or through his lawyer. The unjustified failure of the Trustee (or his lawyer, if he has one) to appear will be considered as waiver of his right to be heard. The submission to the General Assembly, through the Secretary General of the Trustees written answer

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to the charges/complaint is deemed sufficient compliance with the Trustee’s right to be heard. The decision of the General Assembly is final and non-appealable.

Sec. 8. Regular meetings of the Board of Trustees shall be held semi-annually, on the months of June and December of each year, and on such date, time and place as may be determined by the Board of Trustees, or by the Chairman or President, in such order.

Sec. 9. Special meetings of the Board of Trustees may be called by the Secretary General upon order of the Chairman of the Board, or the President, or a majority of the total number of Trustees as fixed in the Article of Incorporation, as the need arises.

Sec. 10. Notice of the regular or special meeting of the Board, specifying the agenda, date, time and place of the meeting, shall be sent/communicated by the Secretary General to each trustee either personally, by phone or by written notice at least seven (7) days before the date of the meeting. A trustee may waive this notice requirement, either expressly or impliedly.

Sec. 11. A majority of the number of Trustees as fixed in the Articles of Incorporation

shall constitute a quorum for the transaction of 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 those matters, specifically provided in these By-Laws or in the Corporation Code as requiring the affirmative vote of a greater proportion.

Sec. 12. The position of Trustee is purely personal to the elected Trustee. Hence, a Trustee is not allowed to act through a proxy or representative.

Sec. 13. The Board of Trustee may only act collectively or as a body.

Sec. 14. All meetings of the Board of Trustees shall be presided over by the Chairman of the Board, or in his absence, by the President, and if the latter is also absent, then by the Executive Vice President. In the absence of all the said officers, any Trustee may be chosen by the Board to preside over the meeting. The Secretary General, or in his absence, the Asst. Secretary General, shall act as a secretary of every meeting, and if both are not present, the Chairman of the meeting shall appoint a secretary of the meeting.

ARTICLE IXEXECUTIVE COMMITTEE

Sec. 1. In-between meetings of the Board of Trustees, the Federation shall be administered by an Executive Committee shall be composed of nine (9) members namely, the President, the Executive Vice President, the President for Luzon, the Vice President for the Visayas, the Vice President for the Midanao, the Vice President for the National Capital Region, the Secretary General, the Treasurer and the Auditor.

Sec. 2. In General, the Executive Committee may perform and exercise all the powers and authorities of the Board of Trustees, in-between meetings of the Board of Trustees, except those powers and authorities which the Corporate Code specially reserves to the Board of Trustee and except also the power to fill vacancies in the Board of Trustees and to suspend, expel or terminate membership in the Federation. Provided, however, that such actions or resolutions of the Executive Committee shall always be subject to review by the Board of Trustees, and provided, furthermore, that the said actions or resolutions of the Executive

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Committee are deemed lawful and valid until revocation or amendment thereof by at least two-thirds (2/3) of the total number of Trustees as fixed in the Articles of Incorporation, but without prejudice to whatever lawful and valid action/s or agreement/s that was/were already performed or entered into prior to the revocation or amendments thereof by the Board of Trustees. In addition, the Executive Committee shall have and may exercise any and all of the following powers and authorities:

(A) It shall perform and exercise all the powers and authorities expressly delegated to it by the Board of Trustees.

(B) It shall perform such duties that the Board of Trustees may entrust or assign to it or take actions as the Board of Trustees may authorize or order it to take.

(C) It may adopt rules and regulations, consistent with administrative due process, to govern the adjudication of controversies between and among its members and between and among the athletes, coaches, trainers and other officials.

(D) It shall act as the final arbiter in all matters or controversies involving the Federation, the sports of cycling, and all other disciplines and kinds of cycling activities, all conflicts and controversies between and among its members; conflicts and controversies between and among the athletes, coaches, trainers and other officials; conflicts and controversies arising from or related to the selection or the Composition of the National Team on all local and international competitions and for actions of any members of the Board, the Executive Committee and other officers and bodies/committees under the administration, supervision and control of the Federation.

(E) It shall select the cyclists-athletes, trainer, coach and other officials who would compose the National Team on all local and international competitions, taking into consideration not only their athletic performance and activity but also their moral character.

(F) It shall qualify and license judges, referees, race directors and other officiating officials who shall officiate in cycling races.

(G) It shall adopt such rules and regulations as may be necessary for the discharge of its functions and consistent therewith.

(H) It shall perform such other acts as may be necessary for the proper accomplishment of the purposes for which the Federation is organized.

Sec. 3. Regular meetings of the Executive Committee shall be held on such date as may be set by the Executive Committee.

Sec. 4. Special meetings of the Executive Committee may be called by the Secretary General upon order of the President, or upon request by a majority of the members of the Executive Committee as the need arises.

Sec. 5. Notice of the regular or special meeting of the Executive Committee specifying the date, time and place of the meeting, shall be sent/communicated by the Secretary General to each number of the Executive Committee either personally, by phone or by written notice at least five (5) days before the date of the meeting. A member may waive this notice requirement, either expressly or impliedly.

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Sec. 6. A majority of the number of members of the Executive Committee as fixed in these By-Laws shall constitute a quorum for the transaction of business and every decision of at least a majority of the members of the Executive Committee present at a meeting at which there is a quorum shall be valid as a corporate act.

Sec. 7. The position of member of Executive Committee is purely personal to the incumbent officer holding position. Hence, the said officer-member is not allow to act through a proxy or representative.

Sec. 8. All meetings of the Executive Committee may only act collectively or as a body.

Sec. 9. All meeting of the Executive Committee shall be presided over by the President, or in his absence, by the Executive Vive President. The Secretary General, or in his absence, the Asst. Secretary General, shall act as the secretary of every meeting, and if both are not present, the Presiding Officer of the meeting shall appoint a secretary of the meeting.

ARTICLE XOFFICERS

Sec. 1. The officers of the Federation shall ne a Chairman of the Board, a President, an Executive Vice President, one (1) Vice President for Luzon, Visayas, Mindanao and the National Capital Region, a Secretary General, an Asst. Secretary General, a Treasurer, and Auditor, a Public Relation Officer and such other officers as may be from time to time be elected or appointed by the Board of Trustees.

Sec. 2. Except only for the Secretary General, the Asst. Secretary General and the public Relation Officer, all said officers of the Federation shall be elected/appointed quadric-annually or every four (4) years, on the month of December of the Olympic Games Year, and shall hold office for a term of four (4) years and until their successors are duly elected and qualified or until they shall have resigned or shall have been removed in the manner hereinafter provided. Such other officers as may from time to time be elected or appointed shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Trustees may determine.

During the transaction period, the present officers of the Federation shall serve for a term until the 2003. General Assembly meeting to elect the next set of Board of Trustees and until their successors are duly elected and qualified or until they shall have resigned or shall have bee removed in the manner provided on these By-Laws. The next set of officers to be elected/appointed on the 2003 General Assembly Meeting on a date not later than December 31, 2003 (with the exception of the Secretary General, Asst. Secretary General and the Public Relation Officer) shall serve for a term until December 31, 2008, which is an Olympic year, and until their successors are duly elected and qualified or until they shall have resigned or shall have been removed in the manner provided on these By-Laws. Thereafter, the next set of elected/appointed officers (with the exception of the Secretary General and Public Relation Officers) shall already serve the full four (4) year term stipulated in the immediately preceding paragraph.

Sec. 3. Immediately upon the election of the members of the Board of Trustees, they shall forthwith convene and organize themselves by electing from among themselves, the Chairman, the President, the Executive Vice President, the President for Luzon, the Vice President for Visayas, the Vice President for Mindanao, the Vice President for the National Capital Region. The Board of Trustees shall also elect

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the Treasurer and the Auditor, from among the voting representatives of member Cycling Clubs of the Federation.

Sec. 4. The President shall, upon his election, appoint any person of his confidence, whether or not a member or voting representative of any member Cycling Club, as the Secretary General, the Asst. Secretary General and the Public Relation Officers, who may or may not be Trustees or members of any member Cycling Club, to serve at the pleasure of the president.

Sec. 5. Any officer (including the Secretary General, the Asst. Secretary General and the Public Relation Officers) may be removed, for loss of confidence or for any reason whatsoever, by a vote of at least three-fourths (3/4) of the total number of Trustees as fixed in the Articles of Incorporation, at a special meeting duly called for the said purpose, or at any regular meeting of the Board of Trustees provided that the said matter is included in the Agenda of the meeting.

Sec. 6. Any officer (including the Secretary General, the Asst. Secretary General and the Public Relation Officers) may be disciplined, suspended or removed by a vote of at least two-thirds (2/3) of the Total number of Trustees as fixed in the Articles of Incorporation, at a special meeting duly called for the said purpose, or at any regular meeting of the Board of Trustees, provided that the said matter is included in the Agenda of the meeting, for any of the following causes, namely:

(A)Wilful violation of the Constitution or By-Laws of the Federation.

(B) Unjustified failure or refusal to perform his duties, functions and responsibilities.

(C) Wilful disobedience of the lawful and valid orders of his superior officer or the Board of Trustees or the Executive Committee.

(D)Fraud or wilful breach of the trust reposed on the officer.

(E) Misappropriation of funds or properties of the Federation.

(F) Commissions of such acts previously determined and defined by the Board of Trustees as constituting acts inimical or prejudicial to the interest of the Federation, by a vote of at least two-thirds (2/3) of the total number of Trustees as fixed in the Articles of Incorporation.

Sec. 7. The officer concerned shall be furnished with a copy of the charges/complaint at least thirty (30) days before the meeting and be given the opportunity to be heard during the said meeting of the Board of Trustees, personally and/or through his lawyer. The unjustified failure of the officer (or his lawyer, if he was one) to appear will be considered as a waiver of his right to be heard. The submission to the Board of Trustee, through the Secretary General of the officer’s written answer to the charge/complaint is deemed sufficient compliance with the officer’s right to be heard. The decision of the Board of Trustees is final and non-appealable.

Sec. 8. Any officer (except for the Chairman and President) may resign at any time by giving written notice thereof to the Chairman and to the President. The Chairman or the President may resign at any time by giving written notice thereof to the Board of Trustees, through the Secretary General. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Sec. 9. Any vacancy in any office because death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term of his predecessor.

Sec. 10. Chairman of the Board – The Chairman of the Board shall, if present, preside at all meetings of the General Assembly and of the Board of Trustees. The Chairman shall also perform such other duties as shall, from time to time, be assigned to him by the Board of Trustees.

Sec. 11. President – The shall be the chief executive officer of the Federation and, subject to the control of the Board of Trustees and the Executive Committee, shall have general supervision and control of the operations, activities and affairs of the Federation. He shall, in the absence of the Chairman of the Board, preside at all meetings of the General Assembly and of the Board of Trustees. He shall supervise the implementation of all meetings and procedures, laid down by the Board of Trustees and the Executive Committee. He shall execute all resolution of the Board of Trustees and the Executive Committee. He shall submit to the Board of Trustees as soon as possible after the close of each fiscal year, and to the General Assembly during the annual meeting, a complete report of the activities and operations of the Federation for the immediately preceding fiscal year. The President, in general, shall perform all duties incident to the office of the President and such other duties as may, from time to time, be assigned to him by the Board of Trustees or the Executive Committee.

Sec. 12. Executive Vice President – In the absence of temporary incapacity of the President, the Executive Vice President shall exercise all the powers and perform all duties of the President but only during the duration of the temporary incapacity or absence. The Executive Vice President shall also perform such other duties and works as the Board of Trustees, Executive Committee or the President may assign to him from time to time.

Sec. 13. Vice Presidents – The Vice President for Luzon, Visayas, Mindanao and National Capital Region shall, with respect to their respective jurisdiction, act as the highest national officer within his jurisdiction and shall assist the President and the Executive Vice President in all their undertakings. The Vice President shall also perform such other duties and works as the Board of Trustees, Executive Committee or the President may assign to them form time to time.

Sec. 14. Treasurer – The Treasurer shall be the custodian of all the funds, securities, assets and properties of the Federation. He shall receive and give receipts for all dues, fees, donations, contributions and other monies paid or payable to the Federation. He shall keep records of all financial transactions, assets and properties of the Federation. He shall also keep and prepare the books of account of the Federation, disburse operational funds for the Federation and perform other tasks that may be assigned to him by the Board of Trustees, Executive Committee and the president. If need arises due to the volume of work, he may appoint an Asst. Treasurer subject to the confirmation by the Board of Trustees or Executive Committee who shall assist him in his work. The Treasurer, in general, shall perform all the duties incident to the office of the Treasurer, and such other duties as may, from time to time, be assigned to him by the Board of Trustees, the Executive Committee or the President.

Sec. 15. Assistant Treasurer – The Asst. Treasurer shall assist the Treasurer in the performance of his duties, functions and responsibilities, and shall perform such work as may be assigned to him by the Treasurer.

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Sec. 16. Secretary General – The Secretary General shall be the Administrative Officer and general custodian of the corporate and other records of the Federation, the correspondence files of the Federation and the Register of Members. The Secretary General shall make all proper changes/entries in such Register of Members and other corporate records of the Federation. He shall also see to it that the books, statements, certificates and all other documents and records required by law are properly kept and filed. He shall also be the custodian of the corporate seal of the Federation and he shall affix such seal to any paper, documents or instrument requiring the same and shall attest to the authenticity of the said paper, document or instrument. The Secretary General shall keep or cause to be kept in books, all the minutes of the meetings of the General Assembly, the Board of Trustees and the Executive Committee. The Secretary General shall give or cause to be given, all notices of all meetings of the General Assembly, the Board of Trustees and the Executive Committee and the notices required by law or by these By-Laws to be given. The Secretary General, in general, shall perform all the duties incident to the office of the Secretary General, and such other duties as may, from time to time, be assigned to him by the Board of Trustees, the Executive Committee or the President.

Sec. 17. Assistant Secretary General – The Asst. Secretary General shall assist the Secretary General in the performance of his duties, functions and responsibilities, and shall perform such work as may be assigned to him by the Secretary General.

Sec. 18. Auditor – The Auditor shall audit the fiancés of the Federation and render a formal report to the Board of Trustees. The Auditor, in general, shall perform all duties incident to the office of the Auditor, and such other duties as may, from time to time, be assigned to him by the Board of Trustees, the Executive Committee or the President.

Sec. 19. Public Relation Officer – The Public Relation Officer takes charges of the publicity, promotional requirement and all media concern of the Federation. He shall likewise be the official spokesperson of the Federation. The Public Relation Officer, in general, shall perform all the duties incident to the office of the Public Relation Officer, and such other duties as may, from time to time, be assigned to him by the Board of Trustees, the Executive Committee or the President.

Sec. 20. Other Officers/Committees – Other officers and Special Committees may be created by a majority vote if the Board of Trustees for the accomplishment of the purpose of the Federation.

ARTICLE XIFUNDS

Sec. 1. Funds – The funds of the Federation shall be derived from membership/admission fees, annual dues a d special assessments of members, gifts or donations.

Sec. 2. Disbursements – Withdrawal and disbursement of the funds of the Federation, whether, by check, withdrawal slips or any other instruments, shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees or the Executive Committee may designate other signatories.

Sec. 3. Fiscal Year – The fiscal year of the Federation shall from January 1st to December 31 of each year.

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ARTICLE XIICORPORATE SEAL

Sec. 1. The corporate seal of the Federation shall be in such form and design as may be determined by the Board of Trustees or Executive Committee.

ARTICLE XIIIAMENDMENTS

Sec. 1. These By-Laws, or any provisions thereof, may be amended or repealed, or a new By-laws may be adopted, not inconsistent with any provisions of law, by the affirmative vote of at least two-thirds (2/3) of the total number of the Board of Trustees as fixed in its Articles of Incorporation, at a special meeting duly called for the said purpose, or at any regular meeting of the Board of Trustees provided that the said matter is included in the Agenda of the meeting, and ratified by a vote of at least two-thirds (2/3) of all the members of the General Assembly, at a special meeting duly called for the said purpose, or at any regular/annual meeting of the General Assembly provided that the said matter is included in the Agenda of the meeting.

The foregoing By-Laws were adopted by the unanimous consent of all the incorporators/members of the Federation at the meeting held in ____________________, Metro Manila, Philippines on _____________ 200_.

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