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ARTICLES OF INCORPORATION OF THE Special Education Leaders of Gerona, Inc. (SEL of Gerona) Know All Men By These Presents: That we, all of age and are citizens and residents of the Philippines, have this day, voluntarily associated ourselves together for the purpose of forming a non-stock corporation under the laws of the Republic of the Philippines; THAT WE HEREBY CERTIFY: FIRST: That the name of this organization shall be: Special Education Leaders of Gerona, Inc. otherwise known and to be referred to as SEL of Gerona SECOND: A. That the purposes for which this organization is formed are as follows, to wit: 1. To promote the ideals of Special Education (SPED); 2. To support the interest and general welfare of Persons with Disabilities (PWDs) in general, and Children with Special Needs in particular (CSNs); 3. To develop and initiate programs for the benefit of PWDs, and CSNs towards the full attainment of Normalization through the process of Full Inclusion of these people in the regular society; 4. To guide, assist, and encourage PWDs, and CSNs in becoming productive members of the society, and in leaving a life that is as near to normal as possible; and 5. To coordinate and work with other organizations and institutions also concerned in promoting the ideals of Special Education, and the interest and general welfare of PWDs and CSNs. THIRD: That the place where the principal office of the organization is to be established is at: No./Street: Barangay Poblacion 3 City/Town: Gerona Province: Tarlac

FOURTH: That the term for which the organization is to exist is fifty (50) years from and after the date of issuance of the certificate of incorporation. FIFTH: That the names, nationalities, and residences of the members are listed in the table below as follows:

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Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

Nationality Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino

Residence (Complete Address)

SIXTH: That the number of the Board of Trustees of said organization shall be seven (7) and that the names, nationalities and residences of the first Board of Trustees who are to serve until their successors are elected and qualified as provided by the by-laws in the table below as follows: Name 1 2 3 4 5 6 7 Nationality Filipino Filipino Filipino Filipino Filipino Filipino Filipino SEVENTH: That the amount of money to be initially devoted for the maintenance and operations of the said organization shall be the contributions coming from the general membership of the said organization including thereof and thereafter such sum of money as may from time to time be received from contributions, donations and/or endowment, from the government or the public, and such property or money as may from time to time be received or acquired by deed, grant, devise, bequest, or gift. EIGHTH: That the amount of money to be initially devoted for the maintenance and operations of the said organization shall be the contributions coming from the general membership of the said organization which has been paid as listed in the table below, as follows: Residence (Complete Address)

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Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

Nationality Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino TOTAL

Amount Paid

NINTH: That ________________ has been elected by the members as Treasurer of the organization to act as such until her successor is duly elected and qualified in accordance with the by-laws; and that as such Treasurer, she has been authorized to receive for and in the name and for the benefit of the organization, all subscriptions paid by the members. ELEVENTH: That the organization manifests its willingness to change its organizational name in the event another person, firm or entity has acquired a prior right to use the firm name or one deceptively or confusingly similar to it. IN WITNESS WHEREOF, we have set our hands this __ day of June, 2012 at Gerona, Tarlac, Philippines. ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________

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___________________ ___________________ ___________________ ___________________

___________________ ___________________ ___________________ ___________________

___________________ ___________________ ___________________ ___________________

ACKNOWLEDGEMENT Republic of the Philippines Province of Tarlac } } SS

BEFORE ME, a Notary Public in and for the Province of Tarlac, Philippines, this __ day of June 2012 personally appeared: Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 all known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation and they acknowledged to me that the same is their free and voluntary act and deed. Community Tax Certificate Number Date and Place of Issue

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IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written. NOTARY PUBLIC

Doc. No. _____ Page No. _____ Book No. _____ Series of 2012.

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BY-LAWS OF Special Education Leaders of Gerona, Inc. (SEL of Gerona) Article I Meetings Section 1. Annual/Regular Meetings The annual/regular meetings of the general membership shall be held twice a year every second (2nd) Friday of July and every second (2nd) Friday of December at the principal office of the organization or at any place designated by the Board of Trustees in the city or municipality where the principal office of the organization is located. Section 2. Regular Meetings of the Barangay Chapter Presidents. The regular meetings of the barangay chapter Presidents shall be conducted every first (1st) Monday of the month following next. Such meeting shall be held in the principal office of the organization or at any place designated by the Board of Trustees in the city or municipality where the principal office of the organization is located. Section 3. Special Meeting The special meetings of the general membership, for any purpose or purposes, may at any time be called by any of the following (a) Board of Trustees, at its own instance, or (b) at the written request of the general members representing a majority of the membership in good standing, or (c) the President. Section 4. Place of Meeting General membership meetings, whether regular or special, shall be held in the principal office of the organization or at any place designated by the Board of Trustees in the city or municipality where the principal office of the organization is located. Section 5. Notice of Meeting Notices for regular or special meetings of general members may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each member of record at his last known address. The notice shall state the place, date, and hour of the meeting, and the purpose or purposes for which the meeting is called. When the meeting of the general members is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened

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meeting any business may be transacted that might have been transacted on the original date of the meeting. Section 6. Quorum Unless otherwise provided by the organizations by-laws, in all regular or special meeting of the general members, a simple (50%+1) majority of the general membership shall 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 quorum is attained. Section 7. Conduct of Meeting Meeting of the general membership shall be presided by the President, or in his absence, by the Vice-President, or in their absence, by a chairman to be chosen by the general members present or represented. The Secretary shall act as Secretary of every meeting, but if not present, the presiding officer of the meeting shall appoint a secretary of the meeting. Section 8. Manner of Voting At all meetings of Board of Trustees or of the general members present or represented, 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 Board of Trustees 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 III BOARD OF TRUSTEES Section 1. Powers of the Board Unless otherwise provided by the organizations by-laws, the organizational powers of the organization shall be exercised, all business conducted, and all property of the organization controlled and held by the Board of Trustees to be elected by and from among the General Members. Without prejudice to such powers as may be granted by law, the Board of Trustees 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 organizations business and affairs; b) To purchase, receive, take or otherwise acquire for and in the name of the, organization, any and all properties, rights, or privileges, including securities and bonds of other organizations,

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for such consideration and upon such terms and conditions as the Board may deem proper or convenient; c) To invest the funds of the organization in other organizations or for purposes other than those or which the organization was organized, subject to such Board of Trustees approval as may be required by law; d) To incur such indebtedness the Board may deem necessary, to issue evidence of indebtedness including without limitation, notes, deeds of trust, bonds, debentures, or securities, subject to such Board of Trustees approval as may be required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties of the organization; e) To establish pension, retirement, bonus, or other types of incentives or compensation plans for the employees, including officers and Trustees of the organization; f) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the organization or its officer is either plaintiffs or defendants in connection with the business of the organization; g) 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 organization to any standing or special committee or to any officer or agent and to appoint any person to be agent of the organization with such powers and upon such terms as may be deemed fit; h) 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 general membership under the Organization Code. . Section 2. Election and Term The Board of Trustees shall be elected on the second (2nd) Friday of December on the second (2nd) year of their term of office at the regular meeting of the general membership called for the purpose and shall hold office for two (2) years thereafter and until their successors are elected and qualified. The founding Chairman of the Board, Steve Russel P. Regua, shall enjoy the privilege of becoming a permanent member and Chairman of the Board of Trustees not subject to any termination, expiration or any modes of removal from office except through resignation, or permanent physical incapacity as may be determined by the unanimous votes of the remaining members of the Board.

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Section 3. Vacancies Any vacancy occurring in the Board of Trustees other than by removal by the general membership or by expiration of term, may be filled by the vote of at least a majority of the remaining Trustees, if still constituting a quorum; otherwise, the vacancy must be filled by the general membership at a regular or at any special meeting of general membership called for the purpose. A Trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office. The vacancy resulting from the removal of a Trustee by the general membership in the manner provided by law may be filed by election at the same meeting of general membership without further notice, or any regular or any special meeting of general membership called for the purpose, after giving notice as prescribed in these by-laws. Section 4. Meetings Regular meetings of the Board of Trustees shall be held once a month on such dates and at places as may be called by the Chairman of the Board, or upon the request of a majority of the Trustees. Section 5. Notice Notice of the regular or special meeting of the Board, specifying the date, time and place of the meeting, shall be communicated by the Secretary to each Trustees personally, or by telephone, telegram, or by written message. A Trustee may waive this requirement, either expressly or impliedly. Section 6. Quorum A simple majority of the number of Trustees as fixed in the Articles of Incorporation shall constitute a quorum for the transaction of organizational 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 organizational 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 Trustees shall be presided over by the Chairman of the Board, or in his absence, by any other Trustees 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. Section 8. Compensation By resolution of the Board, each Trustee shall receive a reasonable per diem allowance or his attendance at each meeting of the Board. As compensation, the Board shall receive and allocate an amount of not more than en percent (10%) of the net income before income tax of the organization during the preceding year. Such compensation shall be determined and apportioned among the Trustees in such manner as the Board may deem proper, subject to the

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approval of general membership representing at least a majority of the outstanding capital stock at a regular or special meeting of the general membership.

ARTICLE IV OFFICERS Section 1. Election/Appointment of Executive Officers The election of the following Executive Officers: the President, the Vice-President, the Treasurer, and the Secretary shall be held on the last Friday of December of the third year of their term of office. The Board may, from time to time, appoint such officers, as it may be determined 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. The new elected officers of the organization shall assume the seat on the first Monday of January immediately following the day of the election. The election of the new set of officers of the organization shall be set on the last Friday of December of the election year. The election shall be held every three (3) years; meaning, all officers shall hold the position for three (3) years.
A)

All members who wish to run for an office shall submit a certificate of candidacy to the Election Committee on or before twelve noon (12:00) of the first Friday of December of the election year and attach a General Plan of Action (GPOA) to be presented on the general membership meeting.

B) A member can only run for one office.


C)

The Election Committee shall be composed of a chairman and four other members. The Barangay Presidents shall appoint the members of the Election Committee on the first Monday of October immediately preceding the filing of the certificate of candidacy. The members of the Election Committee shall elect among themselves the Chairman of the Election Committee on the last Monday of October immediately preceding the filing of candidacy.

D) Members of the Election Committee shall not be allowed to run for any office in the organization. E) The Election Committee shall supervise the entire election process and post the dates and guidelines for the application of candidacy.
F)

All elected officers can only serve for three consecutive terms. One term shall be equivalent to three (3) years.

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G) The election shall follow a non-party system.


H) I)

The Chairman of the Election Committee shall preside on the proceedings of the election.

Each candidate shall be given a maximum of ten minutes to deliver his/her GPOA starting from the President down to the Secretary. Immediately after the presentation of the GPOA, the members of the Election Committee shall distribute the ballots for voting. After the last member has casted his/her votes, the Chairman shall declare the official counting of votes. The members of the Election Committee shall be the last members to cast their votes. The casting of votes shall be for a period of not more than one (1) hour immediately following the presentation of the GPOA.

J)

K)

L) The members of the Election Committee shall read and tally the votes.
M) N)

The candidate with the most number of votes shall assume the office.

In cases of tie, the Chairman shall break the tie either through a toss coin or any other way possible. In cases of lone candidates, the candidate shall earn at least one vote to assume the position. After tallying, the Chairman shall proclaim the new set of officers.

O) P) Q)

The new set of officers shall assume office on the first Monday of January immediately following the election.

Section 2. President The President shall be the Chief Executive Officer of the organization and shall exercise the following functions: a) To preside at the meetings of the general membership; b) To initiate and develop organizational objectives and policies and formulate long range projects, plans and programs for the approval of the Board of Trustees, including those for executive training, development and compensation; c) To supervise and manage the business affairs of the organization upon the direction of the Board of Trustees; d) To implement the administrative and operational policies of the organization under his supervision and control;

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e) To appoint, remove, suspend or discipline employees of the organization, prescribe their duties, and determine their salaries; f) To oversee the preparation of the budgets and the statements of accounts of the organization; g) To represent the organization at all functions and proceedings; h) To execute in behalf of the organization all contracts, agreements and other instruments affecting the interests of the organization which require the approval of the Board of Trustees; i) To make reports to the Board of Trustees and general membership; j) To sign certificates of stocks; k) To perform such other duties as are incident to his office or are entrusted to him by the Board of Trustees; Section 4. The Vice-President He 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 are assigned to him by the Board of Trustees of by the President; Section 5. The Secretary The Secretary must be a citizen and a resident of the Philippines. He shall have the following specific powers and duties: a) To record the minutes and transactions of all meetings of the Trustees and the general membership 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 organization, including ledgers and transfer books showing all shares of the organization subscribed, issued and transferred; c) To keep the organizational seal and affix it to all papers and documents requiring a seal, and to attest by his signature all organizational documents requiring the same; d) To attend to the giving and serving of all notices of the organization required by law or these by-laws to be given;

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e) To certify to such organizational acts, countersign organizational documents or certificates, and make reports or statements as may be required of him by law or by government rules and regulations; f) To act as inspector at the election of Trustees 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 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 Trustees of the President. Section 6. The Treasurer The Treasurer of the organization shall have the following duties: a) To keep full and accurate accounts of receipts and disbursements in the books of the organization; b) To have custody of, and be responsible for, all the funds, securities and bonds of the organization; c) To deposit in the name and to the credit of the organization, in such bank as may be designated from time to time by the Board of Trustees, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the organization which may come under his control; d) To render an annual statements showing the financial condition of the organization and such other financial reports as the Board of Trustees, or the President may, from time to time, require; e) To prepare such financial reports, statements, cert5oifications 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 by the President. Section 7. Term of Office The term of office of all officers shall be three (3) years and until their successors are duly elected and qualified.

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Section 8.Vacancies If any position of the officers becomes vacant by reason of death, resignation, disqualification or for any other cause, the Board of Trustees, by majority vote may elect a successor who shall hold office for the unexpired term. Section 9. Compensation The officers shall receive such remuneration as the Board of Trustees may determine. A Trustee shall not be precluded from serving the organization in any other capacity as an officer, agent or otherwise and receiving compensation therefore. ARTICLE V OFFICES Section 1. The principal office of the organization shall be located at the place stated in Article III of the Articles of Incorporation. The organization may have such other branch offices, either within or outside the Philippines as the Board of Trustees may designate. ARTICLE VI AUDIT BOOKS, FISCAL YEAR AND DIVIDENDS Section 1. External Auditor At the regular general memberships meeting, the external auditor of the organization for the ensuing year shall be appointed. The external auditor shall examine, verify and report on the earnings and expenses of the organization. Section 2. Fiscal Year The fiscal year of the organization shall begin on the first day of February and end on the last day of January of the succeeding year. Section 3. Dividends Dividends shall be declared of and paid out of the unrestricted retained earnings which shall be payable in cash, property, or stock to all general membership on the basis of outstanding stock held by them, as often and in such times as the Board of Trustees may determine and in accordance with law. ARTICLE VII SEAL Section 1. Form and Inscriptions - The organizational seal shall be determined by the Board of Trustees.

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ARTICLE VIII AMENDMENTS Section 1. These by-laws may be amended or repealed by the affirmative vote of at least a majority vote of all the members of the Board of Trustees to be ratified by an affirmative vote of at least a majority of the general membership at any general membership meeting called for that purpose. However, the power to amend, modify, repeal or adopt new by-laws may be delegated to the Board of Trustees by at least two-thirds affirmative votes of the general membership; provided, however, that any such delegation of powers to the Board of Trustees to amend, repeal or adopt new by-laws may be revoked only by a majority vote of the general membership. IN WITNESS WHEREOF, we, the undersigned members have adopted the foregoing constitution and by-laws and hereunto affixed our signatures this __th day of March 2010 at the Municipality of Gerona, Province of Tarlac, Philippines. ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________ ___________________