ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION

Articles of Incorporation

Of
EL FUEL GASOLINE STATION CORP
(Name of the Corporation)

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines;

AND WE HERE BY CERTIFY:

FIRST: That the name of said corporation shall be El Fuel Gasoline Station
CORP;

SECOND: That the primary purpose for which such corporation is incorporated:

Primary purpose: Primary to Franchise and Generate Income

Secondary purpose: Produce good quality and affordable fuel

THIRD: That the principal office of the corporation is located in Sitio Barayong
Iriron, Calintaan, Occidental Mindoro, Philippines;

FOURTH: That the term for which said corporation is to exist is fifteen (15) years
from and after the date of issuance of the certificate of incorporation;
 FIFTH: That the names, nationalities and residences of the incorporators are as
follows:

NAME NATIONALITY RESIDENCE

Mary Angela Dela Cruz Filipino Caminawit, San Jose,

Occidental Mindoro
Mary Jane Gaa Filipino Pinagturilan, Santa Cruz,
Occidental mindoro
Ethel Grace Corpus Filipino Bubog, San Jose, Occidental
Mindoro
Lyka Urbano Filipino Casague, Sta. Cruz,
Occidental Mindoro
Catherine Ordo Filipino Magbay, San Jose, Occidental
Mindoro
Mary Nette Eser Filipino P.Insigne St, San Jose
Occidental Mindoro
Rica May Silvano Filipino San Roque 1, San Jose
Occidental Mindoro
Angelica Roselyn Gaco Filipino Garnet St. Marsan Village,
San Roque, San Jose Occ.
Min

SIXTH: That the number of directors of the corporation shall be four (4); and the
names, nationalities and residences of the first directors of the corporation are as follows:
 NAME NATIONALITY RESIDENCE

Cristy Damian Filipino

Janine Alexis Tividad Filipino

Jessa Valdez Filipino Sto. Nino Occidental

Mindoro

Jaireh Manuel Filipino Brgy 8, Maria Clara St, San

Jose Occidental Mindoro

SEVENTH: That the authorized capital stock of the corporation is P8, 000,000.00
in lawful money of the Philippines, divided into P4, 000,000.00 shares with the par value
of 2.00 pesos per share:

EIGHT: That at least Twenty Five (25%) percent of the authorized capital stock
above has been subscribed as follows:

NAME OF NO. OF AMOUNT

SUBSCRIBERS NATIONALITY SHARES SUBSCRIBED
SUBSCRIBED
Name of Subscriber Nationality No. of Subscribes Amount Subs.

Cristy Damian Filipino 4,223 422,300

 Janine Alexis Tividad Filipino 4,221 422,100

Jessa Valdez Filipino 4,219 421,900

Jaireh Manuel Filipino 3,337 333,700

MaryNette Eser Filipino 3,000 300,000

Lyka Urbano Filipino 3,000 300,000

Ethel Grace Corpus Filipino 3,000 300,000

Rica Silvano Filipino 3,000 300,000

Mary Angela Dela Cruz Filipino 3,000 300,000

Mary Jane Gaa Filipino 3,000 300,000

Angelica Roselyn Gaco Filipino 3,000 300,000

Catherine Ordo Filipino 3,000 300,000

= 40,000 4,000,000

NINTH: That the above-named subscribers have paid at least Twenty Five (25%)
percent of the total subscription as follows:

Name of Subscriber Amount.Subs Total Paid-Up

Cristy Damian 422,300 105,575

 Janine Alexis Tividad 422,100 105,525

Jessa Valdez 421,900 205,475

Jaireh Manuel 333,700 83,425

MaryNette Eser 300,000 75,000

Lyka Urbano 300,000 75,000

Ethel Grace Corpus 300,000 75,000

Rica Silvano 300,000 75,000

Mary Angela Dela Cruz 300,000 75,000

Mary Jane Gaa 300,000 75,000

Angelica Roselyn Gaco 300,000 75,000

Catherine Ordo 300,000 75,000

4,000,000 75,000

= 4,000,000 1,000,000

TENTH: That Jaireh Mea F. Manuel has been elected by the subscribers 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 and in the name and for the benefit of the corporation, all
subscriptions or donations paid or given by the subscribers.

ELEVENTH: That the corporation undertake to change the name of corporation

immediately upon receipt of notice from the commission that another corporation,
partnership, or person has acquired a prior right to the use of such name already
registered or reserve for the use of another corporation, or that it is contrary to law, public
morals, good customs or public policy.

TWEVETH: That no transfer of stock or interest which shall reduce the

ownership of Filipino citizens to less than required percentage of capital stock as
provided by existing laws shall be allowed or permitted to be recorded in the proper
books of corporation, and this restriction shall be indicated in all stock certificates issued
by the corporation.

IN WITNESS WHEREOF, we have here unto signed these Articles of

Incorporation, this 7th day of November, 2022 in the Municipality of Calintaan, province
of Occidental Mindoro, Republic of the Philippines.

CRISTY DAMIAN ETHEL GRACE CORPUS

JANINE ALEXIS TIVIDAD LYKA URBANO

JESSA VALDEZ RICA SILVANO

JAIREH MANUEL MARY ANGELA DELA CRUZ

MARYNETTE ESER MARY JANE GAA

ANGELICA ROSELYN GACO CATHERINE ORDO

 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES}

SAN JOSE, OCCIDENTAL MINDORO} S.S.

BEFORE ME, a Notary Public, for and in San Jose, Occidental Mindoro,
Philippines, this 19th day of October, 2022, personally appeared the following persons:

TIN/ID/Passport Date &

Name No. Place Issued
CRISTY DAMIAN 10-19-22
C600351 San Jose, Occidental Mindoro
ETHEL GRACE CORPUS 10-19-22
C600363 San Jose, Occidental Mindoro
JANINE ALEXIS TIVIDAD 10-19-22
080463 San Jose, Occidental Mindoro
LYKA URBANO 10-19-22
? San Jose, Occidental Mindoro
JESSA VALDEZ 10-19-22
S00273 San Jose, Occidental Mindoro
RICA SILVANO 10-19-22
C600291 San Jose, Occidental Mindoro
JAIREH MANUEL 10-19-22
C600288 San Jose, Occidental Mindoro
MARY ANGELA DELA CRUZ C600444 10-19-22
 San Jose, Occidental Mindoro
MARYNETTE ESER 10-19-22
C600306 San Jose, Occidental Mindoro
MARY JANE GAA 10-19-22
C600327 San Jose, Occidental Mindoro
ANGELICA ROSELYN GACO 10-19-22
081898 San Jose, Occidental Mindoro
CATHERINE ORDO 10-19-22
C600368 San Jose, Occidental Mindoro

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting fourteen (14) pages, including this page where the
acknowledgement is written, and they acknowledged to me that the same is their free act
and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. xxxx
Page No. xxxx
Book No. xxxx
Series of xxxx
BANK CERTIFICATE
 TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES

CITY/MUNCIPALITY OF SAN JOSE
PROVINCE OF OCCIDENTAL MINDORO

I, Jaireh Mea F. Manuel, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and that as such Treasurer, I hereby
certify under oath that at least 25% of the authorized capital stock of the corporation has
been subscribed and at least 25% of the total subscriptions has been paid, and received by
me, in cash or property, in the amount of One Hundred Eighty Seven Thousand Five
Hundred Pesos (P 187,500) in accordance with the Corporation Code

___________________________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of San Jose, Province of Occidental Mindoro, this 7th day of
November, 2022; by _________________with Res. Cert. No._____________________
issued at _________________________on _________________, 19_________.

NOTARY PUBLIC
My commission expires on
_______________________,
19___________

Doc. No.xxxx
Page No.xxxx
Book No.xxxx
Series of xxxx

BY –LAWS

OF
Clean Organics Inc.
(Name of Corporation)

ARTICLE I

THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE DIRECTORS.
Section 1. Regular meetings of the board of directors of the corporation shall be held
every last Friday of the month.

Section 2. Special meetings of the board of directors may be held at any time upon
the call of the president.

Section 3. Meetings of directors may be held in the main office in Rajah Soliman St.
Near Metro bank San Jose, Occidental Mindoro, Philippines.

ARTICLE II

THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.

Section 1. Regular or annual meetings of stockholders shall be held annually on June

30.

Section 2. Written notice of regular meetings shall be sent to all stockholders of

record at least two (2) weeks prior to the meeting.

Section 3. Special meetings of stockholders shall be held at any time deemed

necessary:

Section 4. Written notice of special meetings shall be sent to all stockholders at least
one week prior to the meeting.

Section 5. Stockholders’ meetings, whether regular or special, shall be held in the

main office in Rajah Soliman St. Near Metro bank San Jose, Occidental Mindoro,
Philippines.
 ARTICLE III

THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

Section 1. Unless otherwise provided by law, in all regular or special meetings of

stockholders, a majority of the outstanding capital stock must be present or
represented in order to constitute a quorum. If no quorum is constituted, the
meeting shall be adjourned until the requisite amount of stock shall be present.

ARTICLE IV

THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM

Section 2. At all meetings of stockholders, a stockholder may vote in person or by

proxy. Unless otherwise provided in the proxy, it shall be valid only for the
meeting at which it has been presented to the secretary. All proxies must be in the
hands of the secretary before the time set for the meeting. Proxies filed with the
secretary may be revoked by the stockholders either in an instrument in writing
duly presented and recorded with the secretary prior to a scheduled meeting or by
their personal presence at the meeting.
 ARTICLE V

THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

Section 1. No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this Code,
committed within five (5) years prior to the date of his election shall qualify as a
director. Every director must own at least One Hundred (100) shares of the capital
stock of the corporation, which share shall stand in his name on the books of the
corporation. Any director who ceases to be the owner of at least one (1) share of
the capital stock of the corporation shall thereby cease to be a director. A majority
of the directors must be residents of the Philippines.

Section 2. The corporate powers of the corporation shall be exercised, all business
conducted and all property of the corporation be controlled and held by the Board
of Directors to be elected by and from among the holders of stocks, who shall
hold office for one (1) year and until their successors are elected and qualified.

Section 3. By resolution of the Board, each director shall receive a reasonable per
diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than
ten percent (10%) of the net income before income tax of the corporation during
the preceding year. Such compensation shall be determined and apportioned
among the directors in such manner as the Board may deem proper, subject to the
approval of stockholders representing at least a majority of the outstanding capital
stock at a regular or special meeting of the stockholder.

ARTICLE VI
THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE
TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

Section 1. Immediately after their election, the Board of Directors shall formally
organize by electing the President, the Vice-President, the Treasurer, and the
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 positions may be
held concurrently by the same person, except that no one shall act as President
and Treasurer or Secretary at the same time.

Section 2. The President shall be the chief Executive Officer of the corporation and
shall exercise the following functions:
a) To preside at the meetings of the stockholders;
b) To initiate and develop corporate objectives and policies and
formulate long range projects, plans and programs for the approval
of the Board of Directors, including those for executive training,
development and compensation;
c) To supervise and manage the business affairs of the corporation
upon the direction of the board of directors;
d) To implement the administrative and operational policies of the
corporation under his supervision and control;
e) To appoint, remove, suspend or discipline employees of the
corporation, prescribe their duties, and determine their salaries;
f) To oversee the preparation of the budgets and the statement of
accounts of the corporation.
g) To represent the corporation at all functions and proceedings;
h) To execute on behalf of the corporation all contracts, agreements,
and other instruments affecting the interests of the corporation
which require the approval of the Board of Directors;
 i) To make reports to the Board of Directors and stockholders;
j) To sign certificates of stocks; and
k) To perform such other duties as are incident to his office or are
entrusted to him by the Board of Directors.

Section 3. The Vice President shall, if qualified, act as President 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 Directors.
Section 4. The Secretary must be a resident and a citizen of the Philippines. He shall
have the following powers and duties:
a) To record the minutes and transactions of all the meetings of the
directors and the stockholders and to maintain minute books of
such meeting in the form and manner required by law;
b) To keep record books showing the details required by law with
respect to the stock certificates of the corporation, including
ledgers and transfer books showing all the shares of the
corporation subscribed, issued and transferred.
c) To keep the corporate seal and affix it to all paper documents
requiring a seal, and to attest by his signature all corporate
documents requiring the same;
d) To attend to the giving and serving of all notices of the corporation
required by law or those by-laws to be given;
e) To certify to such corporate acts, countersign corporate documents
or certificates, and make reports or statements as made required of
him by law or by government rules and regulations;
f) To act as the inspector at the election of directors and, as such, to
determine the number of shares of stock outstanding and entitled to
vote, the shares to stock represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and to receive
votes, ballots, or consents, hear and to determine questions in
connection with the right to vote, count and tabulate all votes,
 determine the result, and do such acts as are proper to conduct the
election.
g) To perform such other duties as are incident to his office or as may
be assigned to him by the Board of Directors or the President.
Section 5. 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
Directors, all the moneys, funds, securities, bonds and similar
valuable effects belonging to the corporation which may come
under his control;
d) To render an annual statements showing the financial condition of
the corporation and such other financial reports as the Board of
Directors, or the President may, from time to time require;
e) To prepare such financial reports, statements, certification 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; and
f) To exercise such powers and perform such duties and function as
may be assigned to him by the President.
Section 6. Term of Office- The term of office of all officers shall be for a period of
one (1) year and until their successors are duly elected and qualified;

Section 7. Vacancies- if any position among the officers becomes vacant by reason
of death, resignation, disqualification, or for any other cause, the Board of
Directors, by majority vote, may elect a successor who shall hold office for the
unexpired term.
 Section 8. Compensation- The officers shall receive such remuneration as the Board
of Directors may determine. A director shall not be precluded from serving the
corporation in any other capacity as an officer, agent or otherwise, and receiving
compensation therefor.

ARTICLE VII

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Audits- At the regular stockholders’ meeting the external auditor of
the corporation for the ensuing year shall be appointed. The external auditor shall
examine, verify and report on the earnings and expenses of the corporation.

Section 2. 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.

Section 3. Dividend shall be declared and paid out of the unrestricted retained earning
which shall be payable in cash, property, or stock to all stockholders on the basis of
outstanding stock held by them, as often and at such times as the Board of Directors may
determine and in accordance with the law.

ARTICLE VIII

SEAL
Section 1. For and Inscriptions- The corporate seal shall be determined by the Board of
Directors.

ARTICLE IX
AMENDMENTS

Section 1. These by-laws may be amended or repealed by the affirmative vote of

at least a majority of the Board of Directors and the stockholders representing a majority
of the outstanding capital stock at any stockholders’ meeting called for the purpose.
However, the power to amend, modify, repeal or adopt new by-laws may be delegated to
the Board of Directors by the affirmative vote of stockholders representing not less than
two-thirds (⅔) of the outstanding capital stock; provided, however, that any such
delegation of powers to the Board of Directors to amend, repeal or adopt new by-laws
may be revoked only by the vote of the stockholders representing a majority of the
outstanding capital stock provide at a regular or special meeting.

IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders

present at said meeting and voting thereat in favor of the adoption of said by-laws, have
hereunto subscribed our names this 19th day of October at San Jose, Occidental Mindoro.

JULIESHAYNE MARIE J. ALOJADO

 ENRIQUETA C. DE DIOS

GERTRUDE S. ABELEDA SHAYNE NICOLE M. ASILO

ALLYSA DIANNE R. EUGENIO KEITH AVERY H. PASCASIO

PRECIOUS EDCEL ORDENES GIDEON BOB S. MENDOZA

JOHN ALLENSON D. DACOSIN FRENZE MHAY M. RAMOS

CAROL MAE V. CAVENTA ZYRILLE MAY D. ROBLES