ARTICLES OF INCORPORATION
OF
BUCOR LOVE FOUNDATION, INC.
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and
are residents of the
THAT WE HEREBY CERTIFY:
FIRST: The name of the said foundation shall
be:
SECOND:
That the purpose or
purposes for which such foundation is incorporated are:
1.
To inspire and motivate inmates while in confinement to reform and
transform through innovative, complimentary and augment rehabilitation programs
for them to become responsible and law abiding members of the mainstream
society once released from incarceration;
2.
To provide and impart to inmates work opportunities and skills training
on income-generating projects for gainful employment or productive undertakings
upon release;
3.
To advocate for society’s awareness, compassion and acceptance towards
released prisoners and their families’ reintegration as part of the community
in the spirit of reconciliation and understanding, in order to eradicate the
stigma of released prisoners who are branded as “Ex-convicts”
4.
To invite partners or cooperators from the government, non-government
organizations, religious volunteer organizations, civic organizations and
private sectors for implementation and logistical support among others.
5.
To ensure that target beneficiaries of the program upon completion of
their trainings and upon release, or while still in confinement, shall have
become productive by way of job placements or by being engaged in
income-generating activities.
THIRD:
That the place where the
principal office of the Foundation is located at: The Office of the Assistant
Director of Corrections for Prison and Security, New Bilibid Prison
Administration Building, NBP Reservation, Muntinlupa City, Metro Manila,
Philippines.
FOURTH: That the term for which the Foundation 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 of the Foundation are as
follows:
Name Nationality Residence (Complete Address)
SIXTH:
That the number of
trustees of the Foundation shall be Seven (7) and that the name, nationalities
and residences of the first trustees of the foundation are as follows:
Name Nationality Residence (Complete Address)
SEVENTH:
That the capital of the
foundation was contributed by the present members of the foundation as follows:
Name Contributions
EIGHT: That _______________________ has been elected by the members as Treasurer of
the Foundation to act as such until his/her successor is duly elected and
qualified in accordance with the by-laws and that as such Treasurer, he/she has
been authorized to receive for and in the name and for the benefit of the
foundation all contributions or donations paid or given by the members.
In
Witness Whereof, we have hereunto signed this Articles of Incorporation, this
____ day of _____________, 2009, in the City of
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WITNESSES:
__________________________ __________________________
A C K N O W L E D G E M E N
T
REPUBLIC
OF THE
_____________________________ ) S.S.
X
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BEFORE
ME, a Notary Public, for and in __________________________________,
Name Certificate 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 __________ (____) 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__________
(Non-Stock)
BY-LAWS
OF
BUCOR LOVE FOUNDATION, INC.
ARTICLE
Section 1. Annual meetings – The general annual meetings of the members shall be
held at the principal office of the foundation every second Monday of October
of each year. The President shall render his annual report to the members
regarding the activities of the foundation. The election of directors shall be
held during this regular meeting.
Section 2. Special meetings – Special meetings of the member shall be called as the
need thereof arises by the Board of Trustees or the President or upon petition
of 1/3 of the general membership.
Section 3. Notices – Notices of the time and place of annual and special meetings
of the members shall be given either personally or by special delivery, at
least two (2) weeks before the date set for such meeting. The notice of every
special meeting shall state briefly the purpose or purposes of the meeting.
Section 4. Quorum – A quorum for any meeting of the members shall consist of a
majority of the members and a majority of such quorum may decide any question
at the meeting except those matters where the Corporation Code requires the
affirmative vote of a greater proportion.
Section 5. Order of Business – The order of business at the annual meeting of the
members shall be as follows:
a.
Proof of service of the required notice of the meeting.
b.
Proof of the presence of a quorum.
c.
d.
Unfinished business.
e.
Report of the President.
f.
Election of the Trustees for the ensuing year.
g.
Other matters.
Section 6. Voting Proxy – Each member shall be entitled
to one vote, and he may vote either in person or by proxy which shall be in
writing and filed with the Secretary of the foundation before scheduled
meeting.
ARTICLE II. TRUSTEES
Section 1. Board of Trustees – The corporate powers of the foundation shall be
exercised, its business conducted and its property controlled by the Board of
Trustees.
Section 2. Qualifications – No members shall be eligible for election to the Board
of Trustees unless he has the following qualifications:
a) Trustees or Officers
Trustees or Officers must be of legal age
and members of the foundation. He must be an active member of Government
Service.
b) Inmate Trustees or Officers
Inmate Trustees or Inmate Officers must be
of good standing during his incarceration and members of the foundation. He
must be competent and physically able.
Section 3. Disqualification of Directors, Trustees or Officers – No member
convicted by final judgment of an offense punishable by imprisonment for a
period exceeding six (6) years, or a violation of the code, committed within
five (5) years prior to the date of his election or appointment, shall qualify
as trustee or officer.
Section 4. Term
of Office of Trustees – The trustees shall hold office for one year and until
their successors is duly elected and qualified.
ARTICLE III. OFFICERS
Section 1. Officers – The officers of the foundation
shall be nominated by the Board of Trustees from among the members of the foundation.
Afterwards, those who were nominated as officers will be elected by the members
during the annual general meeting. The officers of the foundation shall be a
President, a Vice-President, a Secretary, a Treasurer, and an Auditor.
Section 2. Term of Office of Officers – All officers of
the foundation shall hold office for one year and until their successors are
duly elected and have taken their oath of office.
ARTICLE IV. QUALIFICATIONS, FUNCTIONS
& POWERS OF OFFICERS
Section 1. President – The President shall be the Chief
Executive Officer of the foundation. He shall preside in all meetings of the
members of the foundation and the board of trustees.
He shall execute all resolutions of the Board of Trustees.
He shall be charged with directing and overseeing the activities of the foundation.
He shall submit to the Board as soon as possible after the close of each fiscal
year, and to the members of each annual meeting, a complete report of the activities
and operations of the foundation for the fiscal year under his term.
Section 2. Vice-President – The Vice-President if
qualified, shall exercise all powers and perform all duties of the President
during the absence or incapacity of the latter and shall perform duties that
maybe assigned by the Board of Trustees.
Section 3. Secretary – The Secretary shall give all
notices required by these by-laws and keep the minutes of all meetings of the
members and of the Board of Trustees in a book kept for the purpose. He shall
keep the seal of the foundation and affix such seal to any paper or instrument
requiring the same. He shall have custody of the members register and the
correspondence files of the foundation. He shall also perform all such other
duties and work as the Board of Trustees may from time to time assign to him.
Section 4. Treasurer – The Treasurer shall have charge of
the funds, receipts and disbursements of the foundation. He shall keep all
moneys and other valuables of the foundation in such banks as the Board of
Trustees may designate. He shall keep and have charge of the books of accounts.
He shall also perform such other duties and functions as may be assigned to him
from time to time by the Board of Trustees. He shall post a bond in such amount
as may be fixed by the Board of Trustees.
ARTICLE V. MEMBERS
Section 1. Qualification for Membership – The board shall
determine the qualifications of an applicant for membership.
Section 2. Rights of Members – A member shall have the following
rights:
a.
To exercise the right to vote on all matters relating to the affairs of
the foundation;
b.
To be eligible to any elective or appointive office of the foundation;
c.
To participate in all deliberations / meetings of the foundation;
d.
To avail of all the facilities of the foundation;
e.
To examine all the records or books of the foundation during business
hours.
Section 3. Duties and Responsibilities of the Members – A
member shall have the following duties and responsibilities:
a.
To obey and comply with the by-laws, rules and regulations that may be
promulgated by the foundation from time to time;
b.
To attend all meetings of the foundation;
c.
To pay membership dues and other assessments of the foundation.
ARTICLE VI. SUSPENSION,
EXPULSION & TERMINATION OF MEMBERSHIP
Suspension,
expulsion and termination of membership, shall be in accordance with the rules
and regulations of the foundation.
Any
member of the foundation may file charges against a member by filing a written
complaint with the Secretary of the foundation. The Board of Trustees shall
call a special meeting to consider the charges. The affirmative vote of
majority of all the trustees shall be necessary to suspend a member. Provided
that where the penalty is expulsion, the affirmative vote of majority of all
members of the foundation shall be necessary.
ARTICLE VII. FUND
Section 1. Funds
– The funds of the foundation shall be derived from admission fees, annual dues
and special assessments of members, gifts or donation.
Section 2. Disbursement – Withdrawal from the funds of
the foundation, whether by check or any other instrument shall be signed by the
Treasurer and countersigned by the President. If necessary, the Board of
Trustees may designate other signatories.
Section 3. Fiscal Year – The fiscal year of the foundation
shall be from January 1st to December 31st of each year.
ARTICLE VIII. CORPORATE SEAL
Section 1. Form – The corporate seal of the association
shall be in such form and design as may be determined by the Board.
ARTICLE IX. AMENDMENTS OF
THE BY-LAWS
Section 1. Amendments – These by-laws, or any provision
thereof, may be amended or repealed by a majority vote of the members and by a
majority vote of the Trustees at any regular or special meeting duly held for
the purpose.
Adopted
this ______ day of _____________, 2009 in Bureau of Corrections, NBP
Reservation,
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(Note: 1. If filed with the Articles
of Incorporation, these by-laws should be signed by all incorporators; 2. If
filed after incorporation, should be signed by majority and should submit Board
of Trustees certificate for the adoption of the by-laws)
