A civic / non-profit / non-government organization of residents/citizens in the Province of Batangas
ARTICLES OF INCORPORATION AND BY-LAWS – NON STOCK CORPORATION
Articles of Incorporation
Of
Batangueño’s Kapit-Bisig Club 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 “Batangueño’s Kapit-Bisig Club Inc.” - a civic / non-profit / non-government organization of residents/citizens in the Province of Batangas
SECOND: That the purpose/s for which such corporation are incorporated:
1. Promote the general welfare of the members
2. Encourage neighborhood improvement projects
3. Raise funds for community projects
4. Encourage social interaction and promote harmony among members
5. Encourage members to participate in local community activities and functions.
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 Phase 2 Block 5 Lot 15 Citrine Ave. Monte Claro Homes, P.Laygo St Sabang Lipa City, Batangas, Philippines
FOURTH: That the term for which said 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 are as follows:
NAMES
CITIZENSHIP
ADDRESSES
Adrian Vergara
FILIPINO
109 Jasmin St. Purok 2 Brgy 7 Granja Lipa City
Robert Arevalo
FILIPINO
784 Tacad,Libjo Batangas City
Eduardo Blaza
FILIPINO
115 Alagao Bauan Batangas City
Richard Andal
FILIPINO
Brgy. Durungao, San Luis Batangas City
jaime echague
FILIPINO
Sitio Tubigan, Anilao Proper Mabini, Batangas
dennis dimapiles
FILIPINO
146 Purok 3 sta. CRUZ , Sto tomas bats
Casimiro Fancubit Jr
FILIPINO
Meralco Site, Kumintang Ilaya Batangas City
Pablito Torrevillas Jr
FILIPINO
P2 B5 L15 Citrine Ave. Monte Claro Homes, P.Laygo St Sabang Lipa City
Ma.Teresa Pua
FILIPINO
582 F. Medrano St. Bagong Pook Lipa City
Nina Evasco
FILIPINO
B4 L8 Camella Homes,Alangilan Batangas City
Minerva Reyes
FILIPINO
Brgy San Jose Mabini Batangas
Mary Ruth Sebastian
FILIPINO
B17 L12 Raspberry St, Amiya Rosa Subd. Brgy Bolbok, lipa City
Lawrence Panopio
FILIPINO
Pob. Mabini Batangas
Fermin Frondarina VI
FILIPINO
B1 L1 South Lake Subd, San Carlos Lipa City
Edwin Hernandez
FILIPINO
#236 malvar st. brgy 2 lipa city- Tin# 158 235 358
Julius Ceasar Arguelles
FILIPINO
1975 F Mendoza Road San Antonio, San Pascual Batangas City
Gregoria Monette Garing
FILIPINO
398 Zone 6,Sampaguita, Lipa City
Kyron Paul Macalalad
FILIPINO
L12 B24,Batangas Mega Heights Subd, Alangilan, Batangas City
SIXTH: That the number of trustees of the corporation shall be EIGHTEEN (18); and the names, nationalities and residences of the first trustees of the corporation are as follows:
NAMES
CITIZENSHIP
ADDRESSES
Adrian Vergara
FILIPINO
109 Jasmin St. Purok 2 Brgy 7 Granja Lipa City
Robert Arevalo
FILIPINO
784 Tacad,Libjo Batangas City
Eduardo Blaza
FILIPINO
115 Alagao Bauan Batangas City
Richard Andal
FILIPINO
Brgy. Durungao, San Luis Batangas City
jaime echague
FILIPINO
Sitio Tubigan, Anilao Proper Mabini, Batangas
dennis dimapiles
FILIPINO
146 Purok 3 sta. CRUZ , Sto tomas bats
Casimiro Fancubit Jr
FILIPINO
Meralco Site, Kumintang Ilaya Batangas City
Pablito Torrevillas Jr
FILIPINO
P2 B5 L15 Citrine Ave. Monte Claro Homes, P.Laygo St Sabang Lipa City
Ma.Teresa Pua
FILIPINO
582 F. Medrano St. Bagong Pook Lipa City
Nina Evasco
FILIPINO
B4 L8 Camella Homes,Alangilan Batangas City
Minerva Reyes
FILIPINO
Brgy San Jose Mabini Batangas
Mary Ruth Sebastian
FILIPINO
B17 L12 Raspberry St, Amiya Rosa Subd. Brgy Bolbok, lipa City
Lawrence Panopio
FILIPINO
Pob. Mabini Batangas
Fermin Frondarina VI
FILIPINO
B1 L1 South Lake Subd, San Carlos Lipa City
Edwin Hernandez
FILIPINO
#236 malvar st. brgy 2 lipa city- Tin# 158 235 358
Julius Ceasar Arguelles
FILIPINO
1975 F Mendoza Road San Antonio, San Pascual Batangas City
Gregoria Monette Garing
FILIPINO
398 Zone 6,Sampaguita, Lipa City
Kyron Paul Macalalad
FILIPINO
L12 B24,Batangas Mega Heights Subd, Alangilan, Batangas City
SEVENTH: That the total contribution of the corporations is ________________________________________________________________________________________________.
That the corporation shall have no shares or capital stock and shall function exclusively for educational, civic, social, and charitable purposes and no dividend or pecuniary profit shall ever be declared or paid to any member, and that the contributions, donations, grants, devices, bequests, gifts and endowments as well as property as may from time to time be acquired or received or collected shall be spent in such activities as may be necessary to enable the corporation to carry out the purposes for which it was formed, and that said directors shall receive no remuneration whatsoever but shall function exclusively for the purposes above-mentioned.
EIGHTH: That MINERVA REYES 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.
Adrian Vergara
Nina Evasco
Robert Arevalo
121-508-529
Minerva Reyes
Eduardo Blaza
138-434-323
Mary Ruth Sebastian
270-599-176
Richard Andal
150-383-419
Lawrence Panopio
Jaime Echague
134-835-717
Fermin Frondarina VI
189-000-532
Dennis Dimapiles
155-768-360
Edwin Hernandez
Casimiro Fancubit Jr
191-254-445
Julius Ceasar Arguelles
Pablito Torrevillas Jr
200-901-202
Gregoria Monette Garing
Ma.Teresa Pua
Kyron Paul Macalalad
459-360-777
(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:
Name
TIN/ID/
Passport No.
Date &
Place Issued
Adrian Vergara
Robert Arevalo
121-508-529
Eduardo Blaza
138-434-323
Richard Andal
150-383-419
jaime echague
134-835-717
dennis dimapiles
155-768-360
Casimiro Fancubit Jr
191-254-445
Pablito Torrevillas Jr
200-901-202
Ma.Teresa Pua
Nina Evasco
Minerva Reyes
Mary Ruth Sebastian
270-599-176
Lawrence Panopio
Fermin Frondarina VI
189-000-532
Edwin Hernandez
Julius Ceasar Arguelles
Gregoria Monette Garing
Kyron Paul Macalalad
459-360-777
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
Until Dec. 31, 2016
Doc. No.
Page No.
Book No.
Series of 2016
BY –LAWS
OF
Batangueño’s Kapit-Bisig Club Inc.
(Name of the Corporation)
-
THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE TRUSTEES.
-
Regular meetings of the board of trustees of the corporation shall be held monthly, unless the by-laws provide otherwise.
-
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
-
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.
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THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE MEMBERS.
-
Regular or annual meetings of members shall be held annually on______________________ (specific date).
-
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.
-
Special meetings of members shall be held at any time deemed necessary or as provided in the by-laws.
-
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.
-
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.
-
THE REQUIRED QUORUM IN MEETINGS OF MEMBERS
-
The required quorum in meetings of members shall consist of the member/s representing a majority of the entire membership.
-
THE FORM FOR PROXIES OF MEMBERS AND THE MANNER OF VOTING THEM
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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.
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THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF TRUSTEES
-
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.
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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.
-
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.
-
THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN TRUSTEES
-
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.
-
FISCAL YEAR
-
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
-
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 __________________________________.
Adrian Vergara
Robert Arevalo
Eduardo Blaza
Richard Andal
Jaime Echague
Dennis Dimapiles
Casimiro Fancubit Jr
Pablito Torrevillas Jr
Ma.Teresa Pua
Nina Evasco
Minerva Reyes
Edwin Hernandez
Mary Ruth Sebastian
Julius Ceasar Arguelles
Lawrence Panopio
Gregoria Monette Garing
Fermin Frondarina VI
Kyron Paul Macalalad