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ARTICLES OF INCORPORATION

OF
Grassroots Responsiveness thru Education on Environmental Needs,
Inc.
Name of Corporation
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and a majority of whom
are residents of the Philippines, have this day voluntarily agreed to form a nonstock AND NON-PROFIT corporation under the laws of the Republic of the
Philippines.
AND (THAT) WE HEREBY CERTIFY:
FIRST:

That the name of the said CORPORATION shall be:

Grassroots Responsiveness thru Education on Environmental


Needs, Inc. (GREEN, Inc.)
SECOND: That the purpose or purposes for which such corporation is
incorporated are:
a. To promote the awareness, protection and conservation of our
terrestrial and marine ecosystems.
1. Attraction of research grants from local, international and
bilateral funding agencies.
2. Acquisition of vital equipment for scientific research.
3. Hiring and training of necessary personnel.
b. To enable the maintenance and operation of the ongoing Coral
Reef Restoration of GREEN, Inc. in Malitbog, Southern Leyte and
other site(s) that may come into existence in the future(delete superfluous, redundant).
1. Generate funds through the conduct of scuba diving lessons.
2. Accept paying volunteer that will be trained to help us in the
conservation of our terrestrial and marine ecosystems.
3. Organize eco-adventure trips that will showcase our natural
tourism spot in the province.

THIRD:
That the place where the principal office of the corporation is
to be established is at the Municipality of Malitbog, Southern Leyte,
Philippines.
FOURTH: That the term for which the corporation 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 incorporators
of the corporation are as follows:
Names

Nationality

Residence

Jerome Jack O. Napala Filipino


Southern Leyte

Brgy. San Antonio, Malitbog,

Jesse Lou Tinapay


Leyte

Brgy. Abgao, Malitbog, Southern

Filipino

Jojit S. Gurduiz
Southern Leyte

Filipino

Brgy.

Taliwa,

Malitbog,

Marilou Bolina
Southern Leyte

Filipino

Brgy.

Taliwa,

Malitbog,

Bambino Rio
Malitbog, Southern Leyte

Filipino

Brgy.

San

Antonio,

Rhedgy Maceda
Leyte
Peter June Valenzuela
Southern Leyte

Filipino
Filipino

Brgy. Taliwa, Malitbog, Southern


Brgy.

Taliwa,

Malitbog,

Sherwin Taola
Leyte

Filipino

Brgy. Taliwa, Malitbog, Southern

Stephen Taola
Leyte

Filipino

Brgy. Taliwa, Malitbog, Southern

Nova Almine

Filipino

Silago, Southern Leyte

Ryan Tomol

Filipino

Silago, Southern Leyte

Marlon Managa

Filipino

Macrohon, Southern Leyte

SIXTH: That the number of trustees of the corporation shall be ten (10),
and that the names, nationalities and residences of the first trustees of
the ORGANIZATION are as follows:
Name

Nationality

Residence

Jerome Jack O. Napala Filipino


Southern Leyte

Brgy.

Jesse Lou Tinapay


Leyte

Brgy. Abgao, Malitbog, Southern

Filipino

San

Antonio,

Malitbog,

Jojit S. Gurduiz
Southern Leyte

Filipino

Brgy.

Taliwa,

Malitbog,

Marilou Bolina
Southern Leyte

Filipino

Brgy.

Taliwa,

Malitbog,

Bambino Rio
Malitbog, Southern Leyte

Filipino

Brgy.

San

Antonio,

Rhedgy Maceda
Leyte

Filipino

Brgy. Taliwa, Malitbog, Southern

Peter June Valenzuela


Southern Leyte

Filipino

Brgy.

Taliwa,

Malitbog,

Nova Almine

Filipino

Silago, Southern Leyte

Ryan Tomol

Filipino

Silago, Southern Leyte

Marlon Managa

Filipino

Macrohon, Southern Leyte

SEVENTH: That the capital of the association was contributed by the


incorporators and directors who are also members of the association as
follows:
Name

Amount

Jerome Jack O. Napala

1,000.00

Jesse Lou Tinapay

1,000.00

Jojit S. Gurduiz

1,000.00

Marilou Bolina

1,000.00

Bambino Rio
Rhedgy Maceda

P
P

Peter June Valenzuela

1,000.00

1,000.00
P

1,000.00

Sherwin Taola

1,000.00

Stephen Taola

1,000.00

Nova Almine

1,000.00

Ryan Tomol

1,000.00

Marlon Managa

P
P

1,000.00
12,000.00

EIGHT: That no part of the income which the association may obtain as an
incident to its operation shall be distributed as dividends to its members,
trustees or officers subject to the provisions of the Corporation Code on
dissolution. Any profit obtained by the association as a result of its operation,
whenever necessary or proper shall be used for the furtherance of the purposes
enumerated in Article II, subject to the provision of Title XI of the corporation
code of the Philippines. (you could write it like this. It would be prudent not to
specify the percentage how the income of the corporation will be spent so that
the corp will be more flexible in the future)
EIGHT: That the members of the Organizations Board of Trustees will not
receive compensation or fixed remuneration; no part of the net income of the
organization will inure to the benefit of a private person; not less than 70% of
the total fund of the organization will be used for project purposes and not
more than 30% of said fund will be utilized for administrative expenses; and in
case of dissolution, the remaining property shall be donated to a similar
organization or to the Local Government of Malitbog, Southern Leyte. (delete
already under corporation code which is deemed written into these Articles
even if not expressly stipulated)
NINTH: That Marilou Bolina has been elected by the members as Treasurer of
the association to act as such until his/her successor is duly elected and
qualified in accordance with the by-laws; and that as such Treasurer, he/she has
been authorized to receive for and in the name and for the benefit of the
association all contributions or donations paid or given by the members.

TENTH: That the incorporators undertake to change the name of the


corporation 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 name has been declared
as misleading, deceptive, confusingly similar to a registered name, or contrary
to public morals, good customs or public policy.
ELEVENTH: That the association shall comply with the requirements for nonstock corporations in the course of its operations.
IN WITNESS WHEREOF, we have hereunto signed this Articles of
Incorporation, this _______ day of ____________, 20___, in the Municipality of
Sogod, Province of Southern Leyte, Philippines.

Jerome Jack O. Napala


TIN

Jesse Lou Tinapay


TIN

Jojit S. Gurduiz
TIN

Marilou Bolina
TIN

Bambino Rio
TIN

TIN

Rhedgy Maceda

Peter June Valenzuela


Taola
TIN

Sherwin
TIN

Stephen Taola
TIN

Nova Almine
TIN

Ryan Tomol
TIN

Marlon Managa
TIN

WITNESSES:
______________________

________________________

A C K N O W L E D G E M E N T
REPUBLIC OF THE PHILIPPINES)
Province of Southern Leyte
)S. S.
BEFORE ME, a Notary Public for and in the Province of Southern Leyte,
Philippines, this _________ day of ______________________, 20___, personally
appeared: (you could also use TIN instead because it doesnt need to be
renewed)
Name

Res. Cert. No.

Date/Place Issued

Jerome Jack O. Napala


Leyte

12626594

04-04-13,

Malitbog,

Southern

Jesse Lou Tinapay


Leyte

00000000

04-04-13,

Malitbog,

Southern

Jojit S. Gurduiz
Southern Leyte

00000000

04-04-13,

Malitbog,

Marilou Bolina
Southern Leyte

12626594

04-04-13,

Malitbog,

Bambino Rio
Southern Leyte

12626594

04-04-13,

Malitbog,

Rhedgy Maceda
Leyte
Peter June Valenzuela
Southern Leyte

12626594
12626594

04-04-13,

Malitbog,

04-04-13,

Southern
Malitbog,

Sherwin Taola
Leyte

12626594

04-04-13,

Malitbog,

Southern

Stephen Taola
Leyte

12626594

04-04-13,

Malitbog,

Southern

Nova Almine
Southern Leyte

12626594

04-04-13,
Silago,

Silago,

Ryan Tomol
Leyte

12626594

04-04-13,

Southern

Marlon Managa
Leyte

12626594

04-04-13, Macrohon, Southern

All known to me and to me known to be the same persons who executed the
foregoing Articles of Incorporation constituting of five (5) 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.

BY LAWS
OF
GRASSROOTS RESPONSIVENESS THRU EDUCATION ON
ENVIRONMENTAL NEEDS, INC.
Name of Corporation
ARTICLE I
Meetings

Section 1. Annual Meetings The annual meetings of the members shall


be held on January 14 of each year at the principal office of the GREEN, Inc. or
at any place outside such principal office, provided, that proper notice is sent to
all members indicating the date, time and place of meeting. The President shall
render his annual report to the members regarding the activities of the
association. The election of directors shall also be held during this regular
meeting.
Section 2. Mothly/Special Meetings Monthly/Special meetings of the
members shall be called every end of the month by the President of the
GREEN, Inc. During such meetings, the President shall render his monthly
report to the members regarding the activities of the GREEN, Inc.
Special meetings may be called as the need thereof arises, by the Board
of Trustees or the President or upon petition of 1/3 of the general membership.
Section 3. Notices Notices of the date, time and place of annual,
monthly and special meetings of the members shall be given either personally
or by special delivery mail, at least one week before the date set for such
meeting. In urgent cases, the notice may be communicated at least two days
before the meeting personally or by telephone, or by telegram, if contact is not
possible. (what do you intend to mean?) The notice of every special meeting
shall state briefly the purpose or purposes of the meeting. No other business
shall be considered at such meeting, except with the consent of all the
members present thereat.
Section 4. Waiver of Notice Notice of meeting may be waived verbally
by any member attending it. (already stated in the Corporation Code,
superfluous)
Section 5. Quorum A quorum for any meeting of the members shall
consist of a majority of the members and a majority of such quorum may
decide any question at the meeting, except those matters where the
Corporation Code requires the affirmative vote of a greater proportion.
Section 6. Order of Business The order of business at the annual
meeting of the members shall be as follows:
a. Proof of service of the required notice of the meeting, except
when such notice is waived by the members constituting a
quorum.
b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous annual
meeting, except when such reading is dispensed with by a
majority vote of those present.
d. Unfinished business.
e. Report of the President.
f. Election of the Trustees for the ensuing year.

g. Other matters.
The order of business at any meeting may be changed by a vote of a
majority of the members present.
Section 7. Voting Proxy Members shall be entitled to one vote, and
they may vote either in person or by proxy, which shall be in writing and filed
with the Secretary of the Grassroots Responsiveness thru Education on
Environmental Needs, Inc. before the scheduled meeting.
ARTICLE II
Trustees
Section 1. Board of Trustees The corporate powers of the GREEN, Inc.
shall be exercised, its business conducted and its property controlled by the
Board of Trustees.
Section 2. Qualifications The trustees to be elected must be of legal
age, member of GREEN, Inc., and members in good standing.
Section 3. Disqualification of (Directors), Trustees or Officers No
member convicted by final judgment of an offense punishable by imprisonment
for a period exceeding six (6) years, or a violation of the Corporation Code of
the Philippines, committed within five (5) years prior to the date of his election
or appointment, shall qualify as a trustee or officer.
Section 4. Term of Office of Trustees The trustees shall hold office for
one year and until their successors are duly elected and qualified.
ARTICLE III
Officers
Section 1. Officers The officers of the GREEN, Inc. shall be President, a
(Vice-President, a Secretary, a Treasurer, an Auditor, AND AN EXECUTIVE
DIRECTOR. They shall be elected by the Board of Trustees from among
themselves. The Board may combine compatible offices in a single person.
Section 2. Term of Office of Officers All officers of the GREEN, Inc. shall
hold office for one year and until their successors are duly elected and
qualified.
ARTICLE IV

Functions & Powers of Officers


Section 1. President The President shall be the Chief Executive Officer
of the GREEN, Inc. He shall preside in all meetings of the members of the
GREEN, Inc. and the board of trustees.
He shall execute all resolutions and/or decisions of the Board of Trustees.
He shall be charged with directing and overseeing the activities of the GREEN,
Inc. He shall appoint and have control over all employees of the GREEN, Inc.,
review and approve expense vouchers. Together with the Secretary of the
GREEN, Inc., he shall present to the Board of Trustees and the members an
annual budget and, from time to time as may be necessary, supplemental
budgets. He shall submit to the Board as soon as possible after the close of
each fiscal year, and to the members at each annual meeting, a complete
report of the activities and operations of the GREEN, Inc. for the fiscal year
under his term. FINALLY, HE SHALL PERFORM SUCH OTHER DUTIES AS THE
BOARD MAY AUTHORIZE AND DIRECT, AND THOSE WHICH ARE INCIDENTAL TO
SUCH OFFICE.
Section 2. Vice-President/TREASURER The Vice-President/TREASURER,
if qualified, shall exercise all powers and perform all duties of the President
during the absence or incapacity of the latter and shall perform duties that may
be assigned by the Board of Trustees. (I suggest separation of this office
because in the absence of the president, the VP/Treasurer will have discretion
as to disbursements something we need to check thats why the President is
separate from the Treasurer)HE SHALL HAVE CHARGE OF THE FUNDS, RECEIPTS
AND DISBURSEMENTS OF THE ASSOCIATION. HE SHALL KEEP ALL MONEYS AND
OTHER VALUABLES OF THE GREEN, Inc. IN SUCH BANKS AS THE BOARD OF
TRUSTEES MAY DESIGNATE. HE SHALL KEEP AND HAVE CHARGE OF THE BOOKS
OF ACCOUNTS WHICH SHALL BE OPEN TO INSPECTION BY ANY MEMBER OF THE
BOARD OF TRUSTEES, WHENEVER REQUIRED, AN ACCOUNT OF FINANCIAL
CONDITION OF THE GREEN, Inc. AND OF ALL TRANSACTIONS MADE BY HIM AS
TREASURER. HE SHALL ALSO PERFORM SUCH OTHER DUTIES AND FUNCTIONS
AS MAY BE ASSIGNED TO HIM FROM TIME TO TIME BY THE BOARD OF
TRUSTEES.
Section 3. Secretary The Secretary shall give all the notices required
by these by laws and keep the minutes of all the meetings of the members
and of the Board of Trustees and, of all meetings of all committees, in a book
kept for the purpose. He shall keep the seal of the GREEN, Inc. and affix such
seal to any paper or instrument requiring the same. He shall have custody of
the correspondence files and all other papers that are to be kept by the
Treasurer. He shall have custody and maintain the members register, have
charge of the bulletin board at the principal office of the GREEN, Inc. He shall
also perform all such other duties and work as the Board of Trustees may from
time to time assign to him.

Section 4. Treasurer The Treasurer shall have charge of the funds,


receipts and disbursements of the association. He shall keep all moneys and
other valuables of the association in such bank or banks as the Board of
Trustees may designate. He shall keep and have charge of the books of
accounts which shall be open to inspection by any member of the Board of
Trustees, whenever required, an account o financial condition of the association
and of all transactions made by him as Treasurer. He shall also perform such
other duties and functions as may be assigned to him from time to time by the
Board of Trustees.
Section 5. EXECUTIVE DIRECTOR THE EXECUTIVE DIRECTOR SHALL
HAVE SUCH POWERS AND PERFORM SUCH DUTIES AS THE BOARD OF
TRUSTEES MAY FROM TIME TO TIME DELEGATE TO HIM. SUBJECT TO THE
DIRECTION AND SUPERVISION OF THE PRESIDENT, HE SHALL HAVE THE
GENERAL CHARGE OF THE ORDINARY AND USUAL BUSINESS OPERATIONS OF
THE CORPORATION.
Section 6. Auditor He shall examine financial records and audit money.
He shall also perform other functions as may be provided for by the Board of
Trustees.
ARTICLES V
Members
Section 1. Qualification for Membership The board shall determine the
qualification of an applicant for membership.
Section 2.
rights:

Rights of Members A member shall have the following

a. To exercise the right to vote on all matters relating to the affairs of the
GREEN, Inc.;
b. To be eligible to any elective or appointive office of the GREEN, Inc.;
c. To participate in all deliberation/meetings of the GREEN, Inc.;
d. To avail of all the facilities of the GREEN, Inc.;
e. To examine all the records or books of the GREEN, Inc.;
Section 3. Duties and Responsibilities of the Members A member shall
have the following duties and responsibilities:
a. To obey and comply with the by-laws, rules and regulations that may
be promulgated by the GREEN, Inc.;
b. To attend all meetings that may be called by the Board of Trustees;
c. To pay membership dues and other assessments of the GREEN, Inc.

ARTICLES VI
Suspensions, Expulsion and Termination of Membership
Suspension, expulsion and termination of membership shall be in
accordance with the rules and regulation of the GREEN, Inc.
Any member of the GREEN, Inc. may file charges against a member by
filling a written complaint with the Secretary of the GREEN, Inc. The Board of
Trustees shall call a special meeting of the members to consider the charges.
The affirmative vote of 1/3 of all the members of the GREEN, Inc. shall be
necessary to suspend a member; provided that where the penalty is expulsion,
the affirmative vote of 2/3 of all members shall be necessary to expel a
member.
ARTICLE VII
Funds
Section 1. Funds The funds of the GREEN, Inc. shall be derived from
admission fees, annual dues and special assessments of members, gifts,
donations or benefits, AND OTHER SOURCES TO BE APPROVED BY THE BOARD.
Section 2. Fees and Dues Every member of the GREEN, Inc. shall, in
addition to the membership fees, pay dues and/or assessments that may be
imposed by the GREEN, Inc. from time to time.
Section 3. Disbursements Withdrawal from the funds of the GREEN,
Inc., whether check or any other instrument, shall be signed by the Treasurer
and countersigned by the President. If necessary, the Board of Trustees may
designate other signatories.
Section 4. AUDITOR THE BOARD OF TRUSTEES SHALL, AT LEAST ONCE
ANNUALLY, SECURE THE SERVICES OF A COMPETENT AND DISINTERESTED
ACCOUNTANT OR ACCOUNTING FIRM WHO OR WHICH SHALL MAKE CAREFUL
AUDIT OF THE BOOKS AND ACCOUNTS OF THE FOUNDATION AND RENDER A
REPORT THEREON IN WRITING, WHICH REPORT SHALL BE SUBMITTED TO THE
MEMBERS OF THE CORPORATION AT THEIR ANNUAL MEETING.
Section 5. Fiscal Year The fiscal year of the GREEN, Inc. shall be
January 1st to December 31st of each year.
ARTICLE VIII
Corporate Seal

Section 1. Form The corporate seal of the GREEN, Inc. shall be in such
form and design as may be determined by the Board.

ARTICLE IX
Amendments of the By-Laws
Section 1. Amendments These by-laws, or any provision thereof, may
be amended or repealed by a majority vote of the members and by a majority
vote of the Trustees at any regular or special meeting duly held for the
purpose.
Adopted this _____ day of _______, 2013 in Malitbog, Southern Leyte by
the affirmative vote of the undersigned members of the GREEN, Inc. in a
special meeting duly held for the purpose.
(Note:
1. If filed with Articles of Incorporation, should be
signed by all incorporators;
2. If filed after incorporation, should be signed by
majority of the members and should submit directors
certificate for the adoption of the by-laws.)
______________________
Jerome Jack O. Napala

________________________
Jesse Lou Tinapay

______________________
Jojit S. Gurduiz

________________________
Marilou Bolina

______________________
Bambino Rio

________________________
Rhedgy Maceda

______________________

________________________

Peter June Valenzuela

Sherwin Taola

______________________
Stephen Taola

________________________
Nova Almine

______________________
Ryan Tomol

________________________
Marlon Managa

Officers of GREEN, Inc.


Jerome Jack O. Napala
Marilou Bolina
Bambino Rio
Rhedgy Maceda
-

President
Vice-President/Treasurer
Secretary
Auditor