Section 8Sec./Art. 8

Board of Directors.- The powers of the Corporation shall be vested in and exercised by a Board of Directors of seven (7) members to be elected by the shareholders of record at the annual business meeting of the Corporation. Initially and to organize the Corporation, the President shall appoint all the members, with the Postmaster General as one of the members to represent the government shareholdings. When the private shareholdings become sufficient to elect at least one (1) Director, the appointment or election of directors shall be done in accordance with the Corporation Law with the Secretary of Transportation and Communications exercising the right to vote the government shares of stocks. The Board shall elect a chairman from among its members.

The members of the Board so appointed by the President shall hold office for a term of five (5) years each, except of those first appointed, two (2) members shall have a term of five (5) years, two (2) with three (3) years, and two (2) with one (1) year. Thereafter, the appointment shall be in accordance with the Corporation Law.

The Board shall meet regularly once a month and may hold special meetings to consider urgent matters upon call of the Chairman or any three (3) members. A majority shall constitute a quorum to transact business, and the vote of at least a majority of the members present at a meeting at which there is a quorum be valid as a corporate act.

The members of the Board, except the Postmaster General or his alternate, shall receive for every meeting actually attended a per diem not exceeding the lowest monthly pay of a regular postal employee, but in no case will the total amount received in any one (1) month by each member exceed four times (4x) theper diemper meeting. Members of the Board shall be reimbursed by the Corporation for actual expense, including travelling and subsistence expenses, incurred by them in the performance of their duties.

No member of the Board shall have financial, or pecuniary interest, directly or indirectly, in any business contract or transaction entered into by the Corporation or in any privilege granted by it. Neither shall a member have any interest, financial or otherwise in any undertaking or business with an inherent conflict of interest with the Corporation.

ARTICLE III

CAPITAL AND FISCAL ADMINISTRATION