SEC EXPRESS LANE
FORM NO.1 –NS (ORDINARY NON-STOCK )
ARTICLES OF INCORPORATION AND BY-LAWS – NON STOCK CORPORATION
ARTICLES OF INCORPORATION
Of
BARROSO AND FARMERS INNOVATIVE SOLUTION INC. (BAFIS)
BARROSO AGRIVENTURES SOLUTION INC. (BASI)
BARROSO AGRICOLAE INNNOVATIVE SOLUTION (BAIS)
(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:
Barroso and Farmers Innovative Solution Inc. (BAFIS);
SECOND: That the purpose/s for which such corporation are incorporated:
1. Promote the unity among the members of this Association for
progress and development.
2. To help our Barroso and Farmers Innovative Solution Inc. members
and partners to acquire homestead Farming project for their family
livelihood, and for their small scale and large scale farming projects
that could benefits its constituents.
3. To seek immediate assistance from the government agencies to give
us lands, infrastructures and livelihood projects.
4. To seek the immediate financial assistance from the private, and
government lending institutions such as Land Bank of the Philippines,
Development Bank of the Philippines and Philippine National Bank as
well as from the Senate and House of the Representative to finance
and give assistance to finance our projects.
5. To seek for foreign investors to finance and ventures with our projects
for the benefits of the members of the community and the Filipino
people.
6. To coordinate and partner with other networks of Non-stock
corporations or similar umbrella organization and Foundations, to
provide outreach programs and seminars as well as providing
information campaigns, brochures, manuals pamphlets , articles and
books beneficial to our homestead and humanitarian projects.
7. To form or organize cultural, trade industry, agricultural and aquatic
projects.
8. To provide employment to the indigence to lessen the deprivation
and misery of the common.
9. 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:
Purok Quezon, Barangay Sta Cruz, Tampakan South Cotabato, Region 12
(complete address)
FOURTH: That the term for which said corporation is to exist is FIFTY YEARS
(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:
NAME NATIONALITY RESIDENCE
TAMPAKAN, SOUTH
RAZEL B. BARROSO FILIPINO COTABATO
JOSELITO M. LAGAZO FILIPINO CALINAN, DAVAO CITY
FLORDICANTE R. SAMONTINA FILIPINO CATALUNAN, DAVAO CITY
SIXTH: That the number of trustees of the corporation shall be FIVE (5); and
the names, nationalities and residences of the first trustees of the corporation are as
follows:
NAME NATIONALITY RESIDENCE
TAMPAKAN SOUTH
RAZEL B. BARROSO FILIPINO COTABATO
JOSELITO M. LAGAZO FILIPINO CALINAN, DAVAO CITY
FLORDICANTE R. SAMONTINA FILIPINO CATALUNAN, DAVAO CITY
SEVENTH: That the total contribution of the corporations is ONE-
HUNDRED-FIFTY-THOUSAND PESOS (PHP.150,000.00)
EIGHTH: That MISS RAZEL B. BARROSO 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 __________day of ____________________ 20______, in the City/Municipality
of _______________________, Province of____________________, Republic of the Philippines.
RAZEL B. BARROSO
CHAIRWOMAN VICE-CHAIRMAN SECRETARY
TIN-708-176-469-000 TIN- TIN-
TREASURER AUDITOR PRO
TIN- TIN- TIN-
BOT BOT BOT
TIN- TIN- TIN-
TIN- TIN- TIN-
JOSELITO M. LAGAZO FLORDICANTE R. SAMONTINA
BOD BOD BOD
TIN-292-729-933 TIN-405-109-393-000 TIN-
(Names and signatures of the incorporators and 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:
TIN/ID/Passport Date &
Name No. Place Issued
RAZEL B. BARROSO TIN-708-176-469-000 11/17/2020
JOSELITO M. LAGAZO TIN-292-729-933 04/28/2010
FLORDICANTE R. SAMONTINA TIN- 405-109-393-000 01/09/2020
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.
Doc. No. ________
Page No. ________
Book No. ________
Series of 2024
BY –LAWS
OF
Barroso and Farmers Innovative Solution Inc. (BAFIS)
(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 15TH
DAY OF JANUARY (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.
Board of Trustees must be / or:
HE MUST BE ABLE TO READ AND WRITE IN ENGLISH.
HE MUST BE MARRIED AND NO DEROGATORY RECORDS AT
THE PNP.
HE MUST ABLE TO ENTERTAIN THE GOVERNMENT OFFICIAL/S
AS, FOREIGN GUEST , INVESTORS AND SOVEREIGNTIES.
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
__________________________________.
