ARTICLES OF INCORPORATION AND BY-LAWS – NON STOCK CORPORATION
Articles of Incorporation
Of
PHILIPPINE SOCIETY FOR SAFETY OF PATIENTS AND HEALTHCARE
WORKERS, INC.
(Name of the Corporation)
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a non-stock
corporation under the laws of the Republic of the Philippines;
AND WE HEREBYCERTIFY:
FIRST: That the name of said corporation shall be
PHILIPPINE SOCIETY FOR SAFETY OF PATIENTS AND HEALTHCARE
WORKERS, INC. ;
SECOND: That the purpose/s for which such corporation are
incorporated:
The organization aims to promote patients’ and healthcare workers’ safety
by providing continuing education and developing effective guidelines.
Provided that the corporation shall not solicit, accept or take
investments/placements from the public neither shall it issue investment
contracts.
THIRD: That the principal office of the corporation is located in
B8 L4 Cambridge St., Somerset Place, Brgy. Manggahan, Pasig City;
(complete address)
FOURTH: That the term for which said corporation is to exist is 10
years from and after the date of issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators
are as follows:
NAME NATIONALITY RESIDENCE
NICOLE ANDREA B.
ANONUEVO FILIPINO 80 Dona Felisa Village
Paciano, Rizal
Calamba, Laguna
JOSEPH ANTON M. NG FILIPINO 22 Xavier Street
Greenhills West
San Juan, Metro Manila
REGINALD C. BERBA FILIPINO 3 Linden Place
Ferndale Homes
Quezon City
HARVEY P. ABELLANOSA FILIPINO Talisay City, Cebu
NINO MARI N. VILLA FILIPINO 50 Sunflower St., Pillar Village
Phase 5 Almanza
Las Pinas, City
EDMARIE S. ELCARTE FILIPINO Block 5 Lot 3 Narra Street
Las Palmas Village, Bgry. 9
Sto. Tomas, Batangas
SIXTH: That the number of trustees of the corporation shall be
____6___________; and the names, nationalities and residences of the first trustees of
the corporation are as follows:
NAME NATIONALITY RESIDENCE
NICOLE ANDREA B.
ANONUEVO FILIPINO 80 Dona Felisa Village
Paciano, Rizal
Calamba, Laguna
JOSEPH ANTON M. NG FILIPINO 22 Xavier Street
Greenhills West
San Juan, Metro Manila
REGINALD C. BERBA FILIPINO 3 Linden Place
Ferndale Homes
Quezon City
HARVEY P. ABELLANOSA FILIPINO Talisay City, Cebu
NINO MARI N. VILLA FILIPINO 50 Sunflower St., Pillar Village
Phase 5 Almanza
Las Pinas, City
EDMARIE S. ELCARTE FILIPINO Block 5 Lot 3 Narra Street
Las Palmas Village, Bgry. 9
Sto. Tomas, Batangas
SEVENTH: That the total contribution of the corporations is
_______________Php 50,000__________________________.
EIGHTH: That REGINALD C. BERBA_has been elected by the members as
Treasurer of the corporation to act as such until his successor is duly elected and
qualified in accordance with the by-laws, and that as such Treasurer, he has been
authorized to receive for and in the name and for the benefit of the corporation,
all contributions or donations paid or given by the members.
NINTH: That no part of its income is distributable as dividends to its
members, trustees or officers subject to the provisions of the Corporation Code
of the Philippines on dissolution. Provided, That any profit obtained by the
association as an incident to its operation shall, 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.
TENTH: That the incorporators and trustees undertake to change the
name of the corporation 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 has acquired a
prior right to the use of that name or that the name has been declared as
misleading, deceptive, confusingly 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 ___13th____day of _____September______ 2020____, in the
City/Municipality of ____JalaJala_______, Province of_Rizal______________, Republic of
the Philippines.
NICOLE ANDREA B. ANONUEVO
TIN-252-309-587-000 TIN- TIN-
JOSEPH ANTON M. NG
TIN-221-458-872-000 TIN- TIN-
REGINALD C. BERBA
TIN-208-092-304-000 TIN- TIN-
NINO MARI N. VILLA
TIN-303-183-069-000 TIN- TIN-
HARVEY P. ABELLANOSA
TIN-139-494-859-000 TIN- TIN-
EDMARIE S. ELCARTE
TIN 430-089-748-000
(Names and signatures of the incorporators and TIN)
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES }
} S.S.
BEFORE ME, a Notary Public, for and in Rizal_____________,
Philippines, this __13th________day of ___September_________, 2020_____, personally
appeared the following persons:
TIN/ID/Passport Date &
Name No. Place Issued
NICOLE ANDREA B. ANONUEVO 252-309-587-000
JOSEPH ANTON M. NG 221-458-872-000
REGINALD C. BERBA 208-092-304-000
NINO MARI N. VILLA 303-183-069-000
HARVEY P. ABELLANOSA 139-494-859-000
EDMARIE S. ELCARTE 430-089-748-000
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 _________
BY –LAWS
OF
PHILIPPINE SOCIETY FOR SAFETY OF PATIENTS AND HEALTHCARE
WORKERS, INC.
(Name of the Corporation)
I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING
REGULAR OR SPECIAL MEETINGS OF THE TRUSTEES.
a) Regular meetings of the board of trustees of the corporation shall be
held monthly, unless the by-laws provide otherwise.
b) Special meetings of the board of trustees may be held at any time upon
the call of the president or as provided in the by-laws
c) Meetings of trustees may be held anywhere in or outside of the
Philippines, unless the by-laws provide otherwise. Notice of regular or
special meetings stating the date, time and place of the meeting must
be sent to every trustee or trustee at least one (1) day prior to the
scheduled meeting, unless otherwise provided by the by-laws. A
trustee may waive this requirement, either expressly or impliedly.
II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR
SPECIAL MEETINGS OF THE MEMBERS.
a) Regular or annual meetings of members shall be held annually on 30 TH
of APRIL (specific date).
b) Written notice of regular meetings shall be sent to all members of
record at least two (2) weeks prior to the meeting, unless a different
period is required by the by-laws.
c) Special meetings of members shall be held at any time deemed
necessary or as provided in the by-laws.
d) Written notice of special meetings shall be sent to all members at least
one week prior to the meeting, unless a different period is required by
the by-laws.
e) Members’ meetings, whether regular or special, shall be held in the
city or municipality where the principal office of the corporation is
located, and if practicable in the principal office of the corporation.
Metro Manila shall, for the purpose of this provision, be considered
city or municipality.
III. THE REQUIRED QUORUM IN MEETINGS OF MEMBERS
a) The required quorum in meetings of members shall consist of the
member/s representing a majority of the entire membership.
IV. THE FORM FOR PROXIES OF MEMBERS AND THE MANNER OF VOTING
THEM
a) Members may vote in person or by proxy in all meetings of members.
Proxies shall be in writing, signed by the member and filed before the
scheduled meeting with the corporate secretary. Unless otherwise
provided in the proxy, 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.
V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF
TRUSTEES
a) No person convicted by final judgment of an offense punishable by
imprisonment for a period exceeding six (6) years, or a violation of
this Code, committed within five (5) years prior to the date of his
election shall qualify as a trustee. No person shall be elected as trustee
unless he is a member of the corporation. A majority of the trustees
must be residents of the Philippines.
b) 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 trustees to be elected from among the
members, who shall hold office for one (1) year and until their
successors are elected and qualified.
c) The trustees shall not receive any compensation, as such trustees,
except for reasonable per diems. Any compensation may be granted to
trustees by the vote of the members representing at least a majority of
the membership at a regular or special members’ meeting, In no case
shall the total yearly compensation of trustees, as such trustees,
exceed ten (10%) percent of the net income before income tax of the
corporation during the preceding year.
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND
THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN TRUSTEES
a) Immediately after their election, the trustees of a corporation must
formally organize by the election of a PRESIDENT, who shall be a
trustee, a TREASURER who may or may not be a trustee, a
SECRETARY who shall be a resident and citizen of the Philippines, and
such other officers as may be provided in the by-laws. 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. 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.
VII. FISCAL YEAR
a) The fiscal year of the corporation shall begin on the first day of
January
and end on the last day of December of each year.
VIII. SEAL
a) The corporate seal shall be determined by the Board of Trustees.
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
members present at said meeting and voting thereat in favor of the adoption of
said by-laws, have hereunto subscribed our names this 13th_____ day of
_September_2020___ at __JalaJala, Rizal, Philippines________.
NICOLE ANDREA B. ANONUEVO
JOSEPH ANTON M. NG
REGINALD C. BERBA
NINO MARI N. VILLA
HARVEY P. ABELLANOSA
EDMARIE S. ELCARTE
