Articles of Partnership

Of
Geodesy Survey

KNOWN ALL MEN THESE PRESENTS:

This Agreement of General Partnership, for reference purposes dated
November 29, 2017, is made by and among Camille Anne Bartolome, Michelle
Lovely Lim, Patricia Kamil Malonzo, Christine Legaspi and Jean Francis Pascua
collectively referred as General Partners.
That we, the undersigned partners, all of legal age, citizens of the Philippines
and members in good standing of the Board of Geodetic Engineering have on this
day voluntarily associated ourselves together for the purpose of forming a general
partnership under the following terms and conditions and subject to existing and
applicable laws of the Republic of the Philippines:
AND WE HEREBY CERTIFY:
ARTICLE I. Partnership Name: That the name of this partnership shall be
the Geodesy Survey.
ARTICLE II. Business Purpose: That the purpose for which this
partnership is formed is to engage in high value, a nationwide capable integrated
surveying and a commitment to reliable service beyond expectation.
The partnership shall provide different geodetic services such as:
1. Horizontal and vertical control surveys and political boundary
surveys;
2. Land surveys to determine their metes and bounds and prepare the
plans thereof for titling and other purposes;
3. Subdivision, consolidation, and/ or consolidation subdivision of titled
properties;
4. Preparation and making of sketch, lot and location plans;
5. Conduction of engineering surveys and the technical preparation of
engineering survey plans such as topographic, hydrographic, tidal,
profile, cross-Sec, construction and boundary surveys;
6. Parcellary surveys of lands traversed by infrastructure projects; and
the preparation of subdivision plans;
7. Conduction of gravimetric and photogrammetric survey and the
technical preparation and/ or land information system; and
8. Engagement in the transfer of the knowledge and technology of
geodetic engineering in any institution of learning.
ARTICLE III. Principal Place of Business: That the principal place of
business of this partnership shall be located at 4 Privet Drive, Villa Cordoba,
Angeles City, Pampanga, or at any other place as may be determined from time to
time by a General Partner. If a General Partner changes the principal place of
business of the Partnership, the General Partner shall give written notice of the
change of address to each partner at least 14 days before such change.
 ARTICLE IV. Term of Existence: That the term of the partnership shall
commence from and after the original recording of its Articles of Partnership by
the Securities and Exchange Commission under the term “Geodetic Engineers”.
The partnership will dissolved upon the agreement of two-thirds (2/3) of the
controlling interest of the partnership.
ARTICLE V. Partners’ Circumstances: That the names, nationalities and
complete residence addresses of the partners are as follows:
Name Nationality Complete Address Kind of Partner
Michelle Filipino 175 Rosewood, Villa General
Lovely Lim Gloria, Angeles
City, Pampanga
Christine Filipino 1220 Mystic Falls, General Manager/
Legaspi Villa Angela, Angeles Managing Partner
City, Pampanga
Camille Anne Filipino 331 Hawkins, General
Bartolome Barangay San
Antonio, Pampanga
Patricia Kamil Filipino 14 Diagon Alley, General
Malonzo Sindalan, City of San
Fernando, Pampanga
Jean Francis Filipino 555 Santiago, Sta. General/ Industrial
Pascua Ana, Pampanga Partner

5.01. Nobody shall be a partner unless he is a duly registered and licensed

Geodetic Engineers who has been issued a Certificate of Registration by the Board
of Geodetic Engineering and has taken the Oath of Profession of Geodetic
Engineers.
ARTICLE VI. Capital Contributions: That the capital of this partnership
shall be the amount of seven hundred thousand (Php 700,000) Philippine Currency,
contributed in cash by the partners, as follows:
Name Amount Contributed
Bartolome, Camille Anne Php 150,000
Legaspi, Christine Php 200,000
Lim, Michelle Lovely Php 180,000
Malonzo, Patricia Kamil Php 170,000
6.01 That Pascua, Jean Francis, the industrial partner, shall render industry
or Geodetic Engineering services.
6.02 That no transfer of interest which will reduce the ownership of Filipino
citizens to less than the required percentage of capital as provided by existing laws
shall be allowed or permitted to be recorded in the proper books of the partnership.
6.03. Capital contribution by the partners shall not be withdrawn without the
approval of all the partners.
ARTICLE VII. Additional contribution: That upon determination of
either partner that the Partnership's capital or is presently likely to become
insufficient for the conduct of its business, the partners, by written notice to all
partners, call for additional contribution to capital. Such call shall be in equal ratio
to each partner's division of profit and losses.
ARTICLE VIII. Sharing Ratios/ Profit or Loss: The respective profit
participation of each partner shall in no way be based on capital contribution but
shall be determined in accordance with rule 8.01 of this Article. It is further agreed
that, at the end of each fiscal year, the equity of each partner, as shown in the books
of the partnership and as audited, shall be conclusive.
8.01. The respective interest and profit participation of the partners in the
partnership shall be in accordance with a point system agreed upon by the partners,
subject to review every year. Each partner shall share in the distributable profits in
the proportion that his points bear to the total.
ARTICLE IX. Drawings of Partners: The regular monthly drawings of the
partners shall be agreed upon by the Executive Committee. Such drawings need
not necessarily be in proportion to the respective participation of the partners.
ARTICLE X. Management: The management of the partnership shall be
vested in an Executive Committee. The Executive Committee shall be composed of
three (3) partners including the Managing Partner. The Managing Partner shall be
elected by the majority vote of the controlling interest of the partnership.The
Managing Partner shall have the power to use the partnership name and in
otherwise performing such acts as are necessary and expedient in the management
of the firm and to carry out its lawful purposes including the power to:
a) acquire property, including real and personal property for use of the
partnership upon the terms and conditions as the General partners may, from
time to time, determine to be advantageous to the partnership, in the
furtherance of the partnership purpose;
b) dispose of some, all or substantially all of the partnership assets, either in
the ordinary course of the business of the partnership, or from time to time,
when the General Partners deem the disposition to be in the best interest of
the Partnership;
c) Finance the partnership activity by borrowing money from third
parties on the terms and under the conditions the General Partners deems
appropriate. When money is borrowed for partnership purposes, the
general Manager shall be, and hereby is, authorized to pledge, mortgage,
encumber or grant a security interest in any or all of the partnership assets as
security for the repayment of those loans;
d) Employ, retain or otherwise secure the services of any personnel or firms
deemed necessary by the General Partner for or to facilitate the conduct of
partnership business affairs, all on the terms and for the consideration as
the General Partner deems advisable; and
e) Take any and all other action that is permitted by law and that is
customary in or reasonably related to the conduct of the partnership
business or affairs;
ARTICLE XI. Banking: All funds of the partnership shall be deposited in
its name in such checking account or accounts as shall be designated by the
partners. All withdrawals are to be made upon checks signed by either partner.
ARTICLE XII. Books: The partnership books shall be maintained at the
principal office of the partnership, and each partner shall at all times have access
thereto. The books shall be kept on a fiscal year basis, commencing on the first day
of the year and ending at the last day of November, and shall be closed and
balanced at the end of each fiscal year. An audit shall be made as of the closing
date.
12.01. No other funds shall be deposited in the account. The funds in the that
account shall be used solely for the business of the Partnership.
ARTICLE XIII. Duties of partners: Unless otherwise expressly allowed
by the Executive Committee, each of the partners shall devote all of his time to the
business and affairs of the partnership. None of the partners shall practice in any
name other than the name of the partnership subject, however, to such special cases
as may be determined by the Managing Partner.
13.01 Managing Partner shall have full and exclusive charge and control of
the management, conduct and operation of the partnership in all matters and
respects.
13.02. The General Partners shall devote such care, attention and business
capacity to the affairs of the Partnership as may be reasonably necessary.
13.03. All Partners are expected to attend partnership meetings and where
possible send the same representative each time to ensure conformity. If a partner
is unable to attend then the responsibility is on them to find out what was discussed
and agreed at the meeting.
13.04 Each partner must act in good faith toward the other partners and must
not take any advantage over the other partners by misrepresentation of
concealment. Each partner owes duty of loyalty and bars any secret profit for
personal benefit. A partner cannot promote a competing business.
13.05. Each partner has the duty to disclose information all matters relevant
to the partnership.
13.06. The partners are responsible for their staffs, volunteers and
beneficiaries in accordance with their health and safety policy and should have
suitable risk assessment systems.
ARTICLE XIV. Admission of New Partners: Members of the Board of
Geodetic Engineering in good standing may be admitted to the partnership upon
the unanimous recommendation of the Executive Committee and 2/3 vote of the
entire partnership, in which case the Articles of Partnership shall be amended
accordingly.
ARTICLE XV. Voluntary Termination: The partnership may be dissolved
at any time by agreement of the partners, in which event the partners shall proceed
with reasonable promptness to liquidate the business of the partnership. The
partnership name shall be sold with other assets of the business. The assets of the
partnership business shall be used and distributed in the following order: (a) to pay
or provide for the payment of all partnership liabilities and liquidating expenses
and obligations; (b) to equalize the income accounts of the partners; (c) to
discharge the balance of income accounts of the partners; (d) to equalize the capital
accounts of the partners; and (e) to discharge the balance of the capital accounts of
the partners.
ARTICLE XVI. Disability of a Partner: If any of the partners shall suffer
any disability that will prevent him from attending to the affairs of the partnership
and such disability shall continue in excess of twelve (12) consecutive months, the
other partners, voting unanimously may terminate his membership in the
partnership by written notice to the disabled partner sent by registered mail. In the
event such termination, the discharged partner shall receive such payments as a
retiring partner would be entitled to, the date of termination being considered the
date of his retirement, in which case the Articles of Partnership shall be amended
accordingly.
ARTICLE XVII. Removal: Upon 2/3 vote of the controlling interest in the
partnership and the unanimous vote of the members, of the Executive Committee,
a partner may be removed upon legal grounds.
ARTICLE XV. Death, Retirement, Removal and Withdrawal: The
partnership shall not be dissolved by death, retirement, removal or withdrawal of
any partner or partners from the partnership. In the event of death, retirement,
removal or withdrawal of any partner, the partnership shall be continued by the
remaining partners, subject to the payment to the heirs of the deceased, removed,
withdrawing or retiring partner of such partner’s equity as determined under
Article 8.01hereof. In the event of death, retirement or withdrawal due to disability,
an additional payment of fifty percent (50%) of the deceased, retiring or
withdrawing partner’s net income for the preceding year as it appears in the last
audited financial statements of the partnership shall be made within such period as
the remaining partners shall determine. The Articles of Partnership shall be
amended accordingly.
ARTICLE XVII. Liquidation: In determining the equity of each partner
upon liquidation, only income received by the partnership after his admission to
the partnership and assets acquired with the use of or paid for by such income shall
be considered.
ARTICLE XVIII. Amendments: These Articles may be amended only
upon the two-thirds (2/3) vote of the controlling interest of the partnership.
ARTICLE XVI. Undertaking to Change Name: That the partners
undertake to change the name of this partnership, as herein provided or as amended
thereafter, immediately upon receipt of notice or directive from the Securities and
Exchange Commission that another corporation, partnership, or person has
acquired a prior right to the use of that name or that the name has been declared as
misleading, deceptive, confusingly similar to a registered name, or contrary to
public morals, good customs or public policy.
ARTICLE XIX. Effectivity of Articles: These Amended Articles of
Partnership shall be effective as of the date of approval thereof by the Securities
and Exchange Commission provided that all acts and transactions previously done
as reflected in the books of the partnership are hereby approved, ratified and
confirmed.

Articles of Partnership
IN WITNESS WHEREOF, we have hereunto affixed our signatures
this 26th day of November, 2017 at ____________.

__________________________ _____________________
Camille Anne Bartolome
(name of partner) TIN
 _________________________ _____________________
Michelle Lovely Lim
(name of partner) TIN

__________________________ _____________________
Patricia Kamil Malonzo
(name of partner) TIN

__________________________ _____________________
Jean Francis Pascua
(name of partner) TIN

__________________________ _____________________
Christine Legaspi
(name of partner) TIN

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES

BEFORE ME, a Notary Public, for and in _______________________, this

______ day of _____________, 20_______, personally appeared of the following
persons:

Name TIN/ID/Passport NO. Date & Place Issued

__________________ __________________ _____________________

___________________ __________________ _____________________

___________________ __________________ _____________________

___________________ __________________ _____________________

___________________ __________________ _____________________

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

WITNESS MY HAND AND SEAL on the date and place above

written.

NOTARY PUBLIC

Doc. No. _____:

Page No. _____:
Book No. _____:
series of 20 _____.