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ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION

Articles of Incorporation

Of

(Name of the Corporation)

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age, have this day voluntarily
agreed to form a religious society under the laws of the Republic of the Philippines.

AND WE HEREBYCERTIFY:

Article I: That the name of said corporation shall be

_______________________________________________________________________________________________;

Article II: That this religious society is a religious corporation affiliated to the
sect or church independent. (If no affiliation, indicate “independent”)

Article III: That two-thirds (2/3) of its member have given written consent
and voted to incorporate during a meeting of the society;

Article IV. That the incorporation of this religious society is not forbidden by the
competent authority or by the constitution, rules, regulations or discipline of the
religious denomination, sect or church of which it forms a part.

Article V. That the purpose of this religious society is to administer its affairs,
properties and estate.

Article VI. That the religious society shall have its principal office at :

_________________________________________________________________________________________________
________________________________________________________________________________________________;
(complete address)

Article VII. That the number of trustees of the religious society shall be five
(5) and the names, nationalities and residences of the first trustees are as follows:
NAME NATIONALITY RESIDENCE

Purok Pag-ibig, Ilang-Ilang


Ronylo F. Adorable Filipino Street Polomolok, South
Purok Mabuhay, Silway 8,
Fernando A. Malayo Filipino Polomolok, South Cotabato
Cortabato
Purok Sampaguita, Kapaya,
Jerry S. Sudio Filipino Bagumbayan, Sultan Kudarat
Purok Paglaum, Kalawag 1,
Eduardo G. Gabuat Filipino Isulan, Sultan Kudarat
Purok Masagana, 2, Zone III,
Jeffrey Jose C. Cortez Filipino Koronadal City

Article VIII: That the incorporators and trustees undertake to change the
names of the religious society 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 s acquired a prior
right to the use of that name or that the name has been declared as misleading
deceptive, confusing similar to a registered name, or contrary to public morals,
good custom or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of


Incorporation, this __________day of ____________________ 20______, in the
City/Municipality of General Santos City, Province of South Cotabato, Republic of
the Philippines.

RONYLO F. ADORABLE FERNANDO A. MALAYO JERRY S. SUDIO


TIN-943-798-394 TIN- 914-758-191 TIN- 702-814-370

EDUARDO G. GABUAT JEFFREY JOSE C. CORTEZ


TIN-198-642-488 TIN- 151871-989 TIN-

TIN- TIN- TIN-

TIN- TIN- TIN-

TIN- TIN- TIN-

(Names and signatures of the incorporators and TIN)


ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }


City of General Santos } S.S.
x-----------------------------------------x

BEFORE ME, a Notary Public, for and in _____________________,


Philippines, this ___________day of ______________________, 20 _________, personally
appeared the following persons:
TIN/ID/Passport Date &
Name No. Place Issued
09-27-2006
RONYLO F. ADORABLE 943-798-394 Davao City
FERNANDO A. MALAYO 914-758-191
JERRY S. SUDIO 702-814-370
EDUARDO G. GABUAT 198-642-488
07-30-2015
JEFFRREY JOSE C. CORTEZ 151-871-989 Tacurong City

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of four (4) 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.

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________
Republic of the Philippines )
City of General Santos ) s.s.
X ----------------------------------x

TREASURER’S AFFIDAVIT

I, ______________________________________, of legal age, Filipino, and a resident of


_____________________________ after having being duly sworn to, depose and say:

That I and an incorporator of _____________________________________, which is in the


process of incorporation with the Securities and Exchange Commission;

I confirm that all corrections made in the Articles of Incorporation and By-
Laws of the said corporation were made prior to the notarization and with full
knowledge and consent of all the other incorporators;

I assume full responsibility for the corrections indicated in the said Articles
of Incorporation and By-Laws;

Further, affiant sayeth naught.

IN WITNESS WHEREOF, I hereby signed this affidavit this _______ day of


_____________, 20____ at General Santos City.

___________________________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of_____________________________, Province of___________________________
this ______ day of ____________________,19_______; by _________________with Res. Cert.
No._____________________ issued at _________________________on _________________, 19_________.

NOTARY PUBLIC
My commission expires on
_______________________, 19___________

Doc. No._______
Page No._______
Book No.________
Series of ________
BY –LAWS

OF

(Name of Corporation)

ARTICLE I

BOARD OF TRUSTEES

Section 1. Board of Trustees - The corporate powers of the association shall


be exercised, its business conducted and its property controlled by the Board of
trustees. Without prejudice to such powers as may be granted by laws, the Board of
Trustees shall also have the

a) To make and change rules and regulations not inconsistent with these by-
laws for the management of the association’s objective and affairs;

b) To purchase, receive, take or otherwise acquire for and in the name of the
association, any and all properties, rights, or privileges for the
association;

c) To prosecute, maintain, defend, compromise or abandon any law suit in


which the association or its officers are either plaintiffs or defendants to
connection with the activities of the association

d) To delegate, from time to time, any of the powers of the board which may
be lawfully be delegated in the course of the operation of the association
to any standing or special committee or to any officer or agent and to
appoint any person to be agent of the association with such powers and
upon such terms as may be deemed fit, and

e) To implement these by-laws and to act on any corporate matter not


covered by these by-laws, provided such matter does not require the
approval or consent of the members under the Corporation Code of the
Philippines.

Section 2. Qualifications – No member shall eligible for election to the Board


of Trustees unless he is a member of good moral standing and has not committed
any offense mentioned in Section 3 of Article 1.
Section 3. Disqualification - 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, committed within five (5) years prior to the date
of his election, shall quality as a trustee of the association.

Section 4. Term- The members of the Board of Trustees shall serve for a
period of one (1) year and until their successors are duly elected and qualified.

Section 5. Vacancies - Vacancies in the board caused by death, resignation or


for any other reason except by removal or expiration of term may be filed by at least
a majority of the remaining trustees, if still constituting a quorum, otherwise, said
vacancies shall be filled by the members in a regular or special meeting called for
the purpose. The elected trustees shall hold office for the unexpired portion of the
term and until his successor shall have elected and qualified.

ARTICLE II

MEETING OF TRUSTEES

Section 1. Meetings - Regular meetings of the Board of trustees shall be held


anywhere in or outside of the Philippines on a date adopted by the Board. Special
meetings may be called at any time, for any purpose or purposes, by the President
or upon request of a majority of the trustees.

Section 2. Notice – The notice of the meeting shall be communicated by the


Secretary to each trustee personally, or by telephone or by written or electronic
message at least one (1) day prior to the scheduled meeting. It shall indicate the
date, time and place of the meeting. A trustee may waive this requirement, either
expressly or impliedly.

Section 3. Quorum – A majority of the number of trustees 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 trustees 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 4. Conduct of the Meeting – Meetings shall be presided ver by the


President or in his absence, by any other director chosen by the Board. The
Secretary shall act as the secretary in every meeting, if not present, the President
shall appoint a secretary for the meeting. The trustees cannot attend or vote by
proxy at the board meeting.
Article III

OFFICERS

Section 1. – Officers – Immediately after their election, the Board of Trustees


shall formally organize by the election of the President and Vice President, both of
whom must be trustees, a Secretary, who must be a citizen of the Philippines, a
treasurer, who may or may not be a trustee, and an Auditor, who must not be a
trustee.

The Board may appoint other officer in addition to the above-mentioned


officers. 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.

Section 2. Term of Office – All officers of the association shall hold office for
one (1) year and until their successors are duly elected and qualified.

Section 3. Vacancies – All vacancies in the position of the officers shall be


filled by a majority vote of the Board of trustees. The elected successor shall hold
office for the unexpired term.

VIII. SEAL

a) The corporate seal shall be determined by the Board of Directors.

IX. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be


governed by the provisions of the 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 _________ day of _____________ at
__________________________________.