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Articles of Incorporation and by Laws Sample

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ARTICLES OF INCORPORATION AND BY-LAWS – NON STOCK CORPORATION

Articles of Incorporation

Of

BGY. ASSOCIATION OF PWD’s


(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
and non-profit association under the laws of the Republic of the Philippines;

THAT WE HEREBYCERTIFY:

FIRST: That the name of said association shall be:

BGY. ASSOCIATION OF PWD’s

SECOND: That the purpose/s for which such associationis incorporated


are:

1. to unify the persons with disabilities in our barangay;


2. to promote the rights and advocate the general welfare of PWD's;
3. to initiate and implement programs that will help to the upliftment of
socio-economic aspect and self-development of PWD's;
4. to encourage and help people with physical and mental disability gain a
sense of self-worth and hope that would enable them improve their lives
and their future;
5. to organize and conduct a variety of seminars and workshops to help
those with disability develop their skills that may enable them to earn a
living despite their condition;
6. to unify, encourage and uplift the life and the family of persons with
disability;
7. to generate avenues, opportunities, empowering and create network for
PWDs to be heard and enjoyed their Rights.

THIRD: That the place where the principal office of the association is to
be established at:

Don Bosco Park, Ceylon St. Brgy Don BoscoParañaque City;


FOURTH: That the term for which said association 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


are as follows:

NATIONALIT
NAME Y RESIDENCE
SIXTH: That the number of trustees of the corporation shall be SIX (6);
and the names, nationalities and residences of the first trustees of the
corporation are as follows:

NATIONALIT
NAME Y RESIDENCE

SEVENTH: That the total contribution of the corporations is


____________________________________________________________________________________________;

EIGHTH: That _______________________ 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.

ELEVENTH: That the association shall comply with the requirements for
non-stock and non-profit corporations in the course of its operations.
IN WITNESS WHEREOF, we have hereunto signed these Articles of
Incorporation, this __________day of ____________________ 20______, in the
City/Municipality of _______________________, Province of____________________, Republic
of the Philippines.

TIN- TIN-

TIN- TIN-

TIN- TIN-

TIN- TIN-

TIN- PASSPORT ID

TIN- PASSPORT ID -

TIN- 413-676-175

TIN
ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }


} S.S.

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


Philippines, this ___________day of ______________________, 20 _________, personally
appeared the following persons:

NAME TIN/ID/PASSPORT NO. DATE & PLACE ISSUED

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

BGY. ASSOCIATION OF PWD’S


(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______________________ (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 _________ day of
_____________ at __________________________________.

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