BY-LAWS

OF
INTRIP WONDER TRAVEL AND TOURS, INC.

ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. Subscriptions – Subscribers to the capital stock of the corporation
shall pay the value of the stock in accordance with the terms and conditions prescribed
by the Board of Directors. Unpaid subscriptions shall not earn interest unless
determined by the Board of Directors.
Section 2. Certificate – The stockholder shall be entitled to one or more
certificates for fully paid stock subscriptions in his name in the books of the corporation.
The certificates shall contain the matters required by law and the Articles of
Incorporation. They shall be in such form and design as may be determined by the
Board of Directors and numbered consecutively. The certificate shall be signed by the
President, countersigned by the Secretary or Assistant Secretary, and sealed with the
corporate seal.
Section 3. Transfer of Shares – Subject to the restrictions, terms and conditions
contained in the Articles of Incorporation, shares may be transferred, sold, assigned or
pledged by delivery of the certificates duly indorsed by the stockholder, his attorney-in-
fact, or other legally authorized person. The transfer shall be valid and binding on the
Corporation only upon record thereof in the books of the Corporation. The Secretary
shall cancel the stock certificates and issue new certificates to the transferee.
No shares of stock against which the Corporation holds any unpaid claim shall be
transferable in the books of the Corporation.
All certificates surrendered for transfer shall be stamped “Cancelled” on the face
thereof, together with the date of cancellation, and attached to the corresponding stub
with the certificate book.
Section 4. Lost Certificates – In case any stock certificate is lost, stolen, or
destroyed, a new certificate may be issued in lieu thereof in accordance with the
procedure prescribed under Section 72 of the Revised Corporation Code.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Annual/ Regular Meetings- Regular or annual meetings of

stockholders shall be held annually on June 15, if such date falls on weekend, then the
meeting shall be held on the following business day.
Section 2. Special Meetings- Special meetings of stockholders shall be held at
any time deemed necessary which may be called by the Board of Directors or the
President.
Section 3. Place of Meeting- Stockholders’ meetings, whether regular or special,
shall be held in the principal office of the corporation as set forth in the articles of
incorporation, or, if not practicable, at any place designated by the Board of Directors
within the city or municipality where the principal office of the corporation is located.
Section 4. Notice of Meeting- Written notice of regular meetings or special
meetings may be sent to all stockholders of record or members through electronic mail
or such other manner as the Commission shall allow under its guidelines. For regular
meetings, notice shall be sent to all stockholders of record at least twenty-one (21) days
prior to the meeting, while for special meetings, notice shall be sent to all Stockholders
at least one (1) week prior to the meeting, unless a different period is required by law or
regulation.
Notice to any meeting may be waived, expressly or impliedly, including through a
stockholder’s attendance at a meeting unless the stockholder’s presence is for the
express purpose of contending that the meeting is not lawfully convened.
Section 5. Quorum- The required quorum in meetings of stockholders shall
consist of the stockholder/s representing a majority of the outstanding capital stock.
Stockholders who participate through remote communication or in absentia, shall be
deemed present for the purpose of determining the existence of a quorum.
Section 6. Conduct of Meeting – Meetings of the stockholders shall be presided
over by the President, or in his/her absence, by a chairman to be chosen by the
stockholders. The Secretary shall act as Secretary of every meeting, but if the Secretary
is not present, the chairman of the meeting shall appoint a secretary of the meeting.
Section 7. Manner of Voting- The right to vote of stockholders or members may
be exercised in person, through a proxy, or through remote communication or in
absentia, subject to compliance with such rules and regulations as may be issued by
the Commission. Proxies shall be in writing, signed by the stockholder and filed within
five (5) days before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy form, it shall be valid only for the meeting for which it is
intended. No proxy shall be valid and effective for a period longer than five (5) years at
any one time.
Section 8. Closing of Transfer Books or Fixing of Record Date – For the purpose
of determining the stockholders entitled to notice of, or to vote at, any meeting of
stockholders or any adjournment thereof or to receive payment of any dividend, the
Board of Directors may provide that the stock and transfer books be closed for at least
twenty (20) days immediately preceding a regular meeting and at least seven (7) days
immediately preceding a special meeting.

ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers- 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 from among the holders of stocks, who shall hold office
for one (1) year and until their successors are elected and qualified. Without prejudice to
such powers as may be granted by law, the Board of Directors shall also have the
following powers:
a.) From time to time, to make and change rules and regulations not inconsistent
with these By-laws for the management of the Corporation’s business and
affairs;
 b.) To purchase, receive, take or otherwise acquire for and in the name of the
Corporation, any and all properties, rights, or privileges, including securities
and bonds of other corporations, for such consideration and upon such terms
and conditions as the Board may deem proper or convenient;

c.) To invest the funds of the Corporation in other corporations or for purposes
other than those for which the Corporation was organized, subject to such
stockholders’ approval as may be required by law;

d.) To incur such indebtedness as the Board may deem necessary, to issue
evidence of indebtedness including without limitation, notes, deeds of trust,
bonds, debentures, or securities, subject to such stockholders approval as
may be required by law, and/or pledge, mortgage, or otherwise encumber all
or part of the properties of the Corporation;

e.) To establish pension, retirement, bonuses, or other types of incentives or

compensation plans for the employees, including officers and directors of the
Corporation;

f.) To delegate from time to time, any of the powers of the Board which may
lawfully be delegated in the course of the current business of the Corporation
to any standing or special committee, or to any officer or agent, and to
appoint any person to be agent of the Corporation with such powers and upon
such terms as may be deemed fit;

g.) To implement these By-laws and to act on any matter not covered by these
By-laws, provided such matter does not require the approval or consent of the
stockholders under the Corporation code.
Section 2. Election and Term- Directors shall be elected for a term of one (1)
year among the holders of stocks registered in the corporation’s book. Each director
shall hold office until the successor is elected and qualified. A director who ceases to
own at least one (1) share of stock shall cease to be such.
The directors of the corporation shall be elected at the annual meeting of
stockholders for that year at which a quorum is present.
Section 3. Vacancies – Any vacancy occurring in the Board of Directors other
than by removal by the stockholders or by expiration of term, may be filled by the vote of
at least a majority of the remaining Directors, if still constituting a quorum; otherwise, the
vacancy must be filled by the stockholders at a regular or at any special meeting of
stockholders called for the purpose. A Director so elected to fill a vacancy shall be
elected only for the unexpired term of his/her predecessor in office.
The vacancy resulting from the removal of a Director by the stockholders in the
manner provided by law may be filled by election at the same meeting of stockholders
without further notice, or at any regular or at any special meeting of stockholders called
for the purpose, after giving notice as prescribed in these By-laws.
Section 4. Meetings- Regular meetings of the board of directors of the
corporation shall be held monthly while special meetings of the board of directors may
be held at any time upon the call of the president.
 Section 5. Notice of Meetings- Meetings of directors may be held anywhere in or
outside of the Philippines. Notice of regular or special meetings stating the date, time
and place of the meeting must be sent to every director at least two (2) days prior to the
scheduled meeting. A director may waive this requirement, either expressly or impliedly.
Section 6. Quorum- A majority of the number of directors, as fixed in the articles
of incorporation, shall constitute a quorum for the transaction of corporate business, and
every decision of at least a majority of the directors present at a meeting at which there
is a quorum shall be valid as a corporate act, except for the election of officers which
shall require the vote of a majority of all the members of the board.
Section 7. Conduct of the Meetings – Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his/her absence, by any other
Director chosen by the Board. The Secretary, shall act as secretary of every meeting, if
not present, the Chairman of the meeting shall appoint a secretary of the meeting.
Directors who cannot physically attend or vote at board meetings can participate
and vote through remote communication such as videoconferencing, teleconferencing,
or other alternative modes of communication that allow them reasonable opportunities
to participate.
Section 8. Compensation- The directors shall not receive any compensation, as
such directors, except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority of the
outstanding capital stock at a regular or special stockholders’ meeting, In no case shall
the total yearly compensation of directors, as such directors, exceed ten (10%) percent
of the net income before income tax of the corporation during the preceding year.

ARTICLE IV
OFFICERS
Section 1. Manner of Election or Appointment- Immediately after their election,
the directors of a corporation must formally organize by electing the Chairman of the
Board, President, who shall be a director, a Treasurer who may or may not be a
director, a Secretary who shall be a resident and citizen of the Philippines, and such
other officers.
Two (2) or more positions may be held concurrently by the same officer,
however no one shall act as President and Secretary or as President and Treasurer at
the same time.
Section 2. President – 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 pursuant to
the direction of the Board of Directors;
d.) To implement the administrative and operational policies of the Corporation
under his supervision and control;
 e.) Subject to guidelines prescribed by law, 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 statements 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
ecting 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 stock; and

k.)To perform such other duties as are incident to his/her office or are
entrusted to him/her by the Board of Directors.

Section 4. The Secretary – The Secretary must be a resident and a citizen of the
Philippines. He/She shall have the following specific powers and duties:

a.) To record the minutes and transactions of all meetings of the Directors
and the stockholders and to maintain minute books of such meetings 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 shares of the Corporation subscribed, issued and
transferred;
c.) To keep the corporate seal and affix it to all papers and documents
requiring a seal, and to attest by his/her signature all corporate documents
requiring the same;

d.) To attend to the giving and serving of all notices of the Corporation
required by law or these By-laws to be given;
e.) To certify to such corporate acts, countersign corporate documents or
certificates, and make reports or statements as may be required of him/her by
law or by government rules and regulations;
f.) To act as inspector at the election of Directors and, as such, to determine
the number of shares of stock outstanding and entitled to vote, the shares of
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
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/her office or as may be
assigned to him/her by the Board of Directors or the President.
 Section 5. The Treasurer – 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/her 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, certifications and other
documents which may, from time to time, be required by government rules
and regulations and to submit the same to the proper government
agencies;

f.) To exercise such powers and perform such duties and functions as may be
assigned to him/her by the President.
Section 2. Term of Office- The officers of the corporation shall hold office for one
(1) year and until the successors are elected and qualified. The officers of the
corporation shall perform functions as required by existing laws, rules and regulations.
Section 3. Vacancies – If any position of 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.
ARTICLE V
OFFICES
Section 1. The principal office of the Corporation shall be located at the place
stated in Article III of the Articles of Incorporation. The Corporation may have such other
branch offices, either within or outside the Philippines as the Board of Directors may
designate.
ARTICLE VI
FISCAL YEAR
Section 1. Fiscal Year- The fiscal year of the corporation shall begin on January
1 and end on December 31 of each year.
ARTICLE VI
CORPORATE SEAL
Section 1. Form and Inscriptions-The corporate seal shall be determined by the
Board of Directors.
 ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Matters not covered by the provisions of these by-laws shall be
governed by the provisions of the Revised Corporation Code of the Philippines.

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 31st day of January 2022 at the City of Malolos.