As of May 15, 2008;
Pending matters- Organizational Structure; Officers
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
ARTICLES OF INCORPORATION
OF THE
JOSE RIZAL MODEL STUDENTS OF THE PHILIPPINES
ALUMNI ASSOCIATION, INC.
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and residents of the Republic of the Philippines, have this day voluntarily agreed to form a non-stock, non-profit corporate alumni association under the laws of the Republic of the Philippines.
THAT WE HEREBY CERTIFY:
FIRST: That the name of the Alumni shall be:
JOSE RIZAL MODEL STUDENTS OF THE PHILIPPINES ALUMNI ASSOCIATION, INC. (hereinafter, the “Alumni”)
SECOND: That the purposes for which the Alumni is incorporated are to:
Foster unity and camaraderie among the alumni of the Jose Rizal Model Students of the Philippines (“JRMSPs/Model Students”); enhance the talents of the Model Students, use the JRMSPs’ talents to serve the youth; live the example of Jose Rizal; and pursue the Filipino identity, and toward all these ends, to:
(a) to receive, take title to or hold by bequest, devise, gift, purchase, or by any other right, title or through any contract or conveyance, any property, real, personal or mixed whether tangible or intangible, without limitation as to their amount or value; to sell, convey, and dispose of any such properties; to invest and/or re-invest the principal thereof as well as to deal with and expend the income therefrom for any of the abovementioned purposes, without limitations except those that may be contained in the instrument under which said properties have been received; provided that no more than thirty percentum (30%) of properties received shall be used for administration purposes;
(b) to receive any such properties in letter “(a)” above, in trust, under the terms of any will, deed of trust, or other trust instrument for any or all of the foregoing, and in administering the same, to carry out the directions and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal as well as the income, for one or more of such purposes, if authorized or directed in the trust agreement under which it is received;
(c) to receive, take title to, hold, or use the proceeds and income of stocks, bonds, obligations, or other securities of any corporations, domestic or foreign, for any or all the purposes set forth herein;
(d) to coordinate and/or enter into contracts or agreement with government or private institutions involved in the promotion of the young Filipinos’ welfare and the nurturing of their patriotic spirit, such as, but not limited to, the Department of Education; the Commission on Higher Education; the Department of Labor and Employment; the Department of Interior and Local Government; various private and public schools and institutions of learning including private and public state colleges and universities and/or research institutions; businessmen, business establishments and the business sector in general; other non-governmental organizations; foreign governments and foreign private entities; and other similar government offices or agencies, private institutions, and socio-civic groups whether in the Philippines or abroad;
(e) to raise funds for the support, maintenance, upkeep, and operations of the Alumni, and to undertake activities and/or businesses necessary to carry out the Alumni’s objectives, as determined by the Board of Trustees;
(f) to conduct educational programs, to include the writing, publishing and production of books, periodicals, brochures and the like to meet the prevalent and appropriate needs of the Alumni’s members or its programs and projects;
(g) to initiate training programs, seminars, workshops and other related activities that will develop the skills necessary and useful for the full and well rounded development of the Alumni for the benefit of its members or of its programs and projects;
(h) generally, to do all such things, transact such businesses, and exercise such powers and authorities as may be directly or indirectly necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any or all of the purposes stated herein or which shall appear at any time to be conducive, beneficial, desirable or expedient for the Alumni.
THIRD: That the place where the principal office of the Alumni is located shall be at the Knights of Rizal Building, Bonifacio Drive near Anda Circle, Port Area, Metro Manila.
FOURTH: That the term for which the Alumni is to exist is fifty (50) years from and after the date of the issuance of the Certificate of Incorporation.
FIFTH: That the names, nationalities and residences of the incorporators of the Alumni are as follows:
Name of Incorporator Nationality Residence
Gregorio M. Nunag, Jr. Filipino
Jeric V. Medoza Filipino
Brenfred N. Romero Filipino
Indaleceo M. Janea II Filipino
Christopher Castillo Filipino
Jeremiah V. Pacer Filipino
Carlo A. Pahati Filipino
SIXTH: That the number of the trustees in the Alumni’s Board of Trustees (“Board”) shall be Seven (7); and that the respective names, nationalities and residences of the FIRST TRUSTEES thereof are as follows:
Name of Trustee Nationality Residence
Gregorio M. Nunag, Jr. Filipino
Jeric V. Medoza Filipino
Brenfred N. Romero Filipino
Indaleceo M. Janea II Filipino
Christopher Castillo Filipino
Jeremiah V. Pacer Filipino
Carlo A. Pahati Filipino
SEVENTH: That the present members of the Alumni with their contributions are the following:
Name of Member Amount of Contribution
Gregorio M. Nunag, Jr.
Jeric V. Medoza
Brenfred N. Romero
Indaleceo M. Janea II
Christopher Castillo
Jeremiah V. Pacer
Carlo A. Pahati
The list of additional members shall from time to time be submitted to the Securities and Exchange Commission.
EIGHT: That in an election duly conducted by the members on _______________ at ______________________________, and subject to the powers, responsibilities and terms of office provided for in the Alumni’s By-Laws, the following have been elected officers of the Alumni:
Name of Officer Position
National President
Vice-President for Luzon
Vice-President for Visayas
Vice-President for Mindanao
Secretary
Treasurer
Further, the elected Treasurer of the Alumni has been authorized to receive for and in the name and for the benefit of the Alumni all contributions or donations paid or given by the members or third persons.
Further, the Board has named, constituted, and appointed (1) ____________________, (2) ____________________, and (3) ____________________ to be the Alumni’s Auditors subject to the powers, responsibilities and terms of office provided for in the Alumni’s By-Laws.
Finally, the Board has named, constituted, and appointed ____________________ to be the Alumni’s General Counsel to act for an in its behalf in all matters relating to the Alumni’s registration and incorporation, to assist the Board in all corporate legal matters and in such other matters as it may direct from time to time.
NINTH: That the Alumni shall be non-stock and non-profit organized and operated for the public interest. No portion of its funds shall inure to the benefit of any member, whether a private individual or juridical entity, domestic or foreign, or to any trustee, in his capacity as such. A trustee or member, however, may receive reasonable compensation for services rendered other than as a trustee, and/or reimbursement of expenses actually incurred in the Alumni’s service. The level of Alumni’s administrative expenses on an annual basis shall not exceed thirty percentum (30%) of its total utilization during the taxable year.
TENTH: That the amount of money and property to be devoted to the maintenance of the Alumni shall be such sum and such property as may from time to time be received from contributions, donations and/or endowment from its members, benefactors, the government, or from the public, as well as such money and property as may be received or acquired by deeds, grants, devices, bequests, gifts or other instruments.
ELEVENTH: That upon the dissolution and liquidation of the Alumni, its remaining assets, after paying all of its liabilities, shall, at the option of the Alumni, be disposed of and turned over to any foundation of its choice dedicated to the same pursuits as that of the Alumni or to the Republic of the Philippines or any of its agencies or instrumentalities or political subdivisions.
TWELFTH: That the Alumni manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it.
IN WITNESS WHEREOF, we have hereunto set our hands on this ___ day of __________ 2008, in the City of _____________, Philippines.
T H E I N C O R P O R A T O R S
______________________________
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
Signed in the presence of:
_____________________________ _____________________________
A C K N O W L E D G M E N T
REPUBLIC OF THE PHILIPPINES )
CITY OF MANILA ) SS.
BEFORE ME, a Notary Public for and in the City of Manila, Philippines, this ___ day of __________ 2008, personally appeared the following persons with their corresponding Community Tax Certificates:
Name
Competence Evidence of Identity
Date/Place of Issue
Gregorio M. Nunag, Jr.
Jeric V. Medoza
Brenfred N. Romero
Indaleceo M. Janea II
Christopher Castillo
Jeremiah V. Pacer
Carlo A. Pahati
known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation consisting of ___ (_) pages, including this page whereon this acknowledgment appears, and they acknowledged to me that the same is their free act and voluntary deed.
IN WITNESS WHEREOF, I hereunto set my hand on the day and at the place first above written.
NOTARY PUBLIC
Doc. No.
Book No.
Page No.
Series of 2008.
ROSTER OF FOUNDING MEMBERS
Name
Amount of Contribution
Signature
Total
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