ARTICLES OF INCORPORATION

Of

Sixto A. Abao National High School Parents-Teachers Association, INC.

(Name of the Corporation)

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age, have this day voluntarily
agreed to form non-stock and non-profit association under the laws of the Republic
of the Philippines.

AND WE HEREBYCERTIFY:

Article I. That the name of this association shall be

Sixto A. Abao National High School Parents-Teachers Association, INC.

Article II. That the purposes for which this association is form are:

1. To provide a forum for the discussion of issues and their solutions related to
the total school program and to ensure the full cooperation of parents in the
efficient implementation of such program.

To provide mechanisms to ensure proper coordination with the members of

the community, to provide an avenue for discussing relevant concerns,
provide assistance and support to the school for the promotion of their
common interest.

2. To adhere to all existing policies and implementing guidelines issued or

hereinafter may be issued by the Department of Education.

To serve as a support group and as a significant partner of the school.

Article III. That the principal office of the corporation is located in

No./Street: Barangay Hubangon
City/Town: Mahinog
Province: Camiguin

Article IV. That the term for which said association is to exist is ONE (1) year from
the date of the election. In no case shall a PTA Board Directors serve more
than two (2) consecutive terms.

Article V. That the names, nationalities and residences of the members, majority of
whom are residents of the Philippines, are as follows:

NAME RESIDENCE SIGNATURE

Article VI. That the number of directors of the asociation shall be FIFTEEN (15) and
the names, nationalities and residences of the first trustees of the
association, majority of whom are residents of the Philipines, are as
follows:

NAME RESIDENCE SIGNATURE

CARINA J. SASIL Mahinog, Camiguin

Hubangon, Mahinog,
ROBERTO N. YAMIT Camiguin
San Roque, Mahinog,
APPLE MAE S. FENIZA Camiguin
Hubangon, Mahinog,
CHONA V. BAYUCOT Camiguin
San Jose, Mahinog,
ERSALYN D. ZABALLERO Camiguin
Binaliwan, Mahinog,
LIEZEL G. MABOLO Camiguin
Tupsan, Mambajao,
CRISTINE G. MACATOL Camiguin
Pandan, Mambajao,
MECHELLE V. BABIA Camiguin
Hubangon, Mahinog,
ARLY M. CHAVIT Camiguin
Hubangon, Mahinog,
MARINA M. CUARTEROS Camiguin
Hubangon, Mahinog,
JANET D. TABAMO Camiguin
Hubangon, Mahinog,
LEOBERT G. SAY Camiguin
Hubangon, Mahinog,
LUSVIC O. LADE Camiguin
San Jose, Mahinog,
RAFFY N. IGNALIG Camiguin
Benoni, Mahinog,
POTENCIANA POPERA Camiguin

Article VII: That the total contributed capital of the association is Thirty Thousand
Pesos only (Php 30,000.00) contributed by the trustees and the members.

Article VIII: That no part of the income which the association may obtain as an
incident to its operation shall be distributed as dividends to its members,
trustees or officers subject to the provisions of the Corporation Code of the
Philippines. Any profit obtained by the association as a result of the
operation, whenever necessary or proper shall be used for the furtherance of
the purposes enumerated in Article II.
Article IX. That CHONA V. BAYUCOT has been elected as Treasurer of the
Association 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
association, all contributions or donations to the association.

IN WITNESS WHEREOF, we have set our hands, this __________day of

____________________ 20______, at Hubangon, Mahinog, Philippines.

CARINA J. SASIL ROBERTO N. YAMIT APPLE MAE S. FENIZA

TIN- TIN- TIN-

CHONA V. BAYUCOT ERSALYN D. ZABALLERO LEIZEL G. MABOLO

TIN- TIN- TIN-

CHRISTINE G. MACATOL MECHELE V. BABIA ARLY M. CHAVIT

TIN- TIN- TIN-

JANET TABAMO RAFFY N. IGNALIG LUSVIC LADE

TIN- TIN- TIN-

MARINA M. CUARTEROS LEOBERT SAY POTENCIANA POPERA

TIN- TIN- TIN-

Signed in the Presence of:

NYMPHA B. YAMIT LAILANE E. LOPENA

Head Teacher III SGOD Chief
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

BEFORE ME, a Notary Public, for and in Mahinog, Camiguin,

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

TIN/ID/Passport Date &

Name No. Place Issued
CARINA J. SASIL
ROBERTO N. YAMIT
APPLE MAE S. FENIZA
CHONA V. BAYUCOT
ERSALYN D. ZABALLERO
LIEZEL G. MABOLO
CRISTINE G. MACATOL
MECHELLE V. BABIA
ARLY M. CHAVIT
MARINA M. CUARTEROS
JANET D. IGNALIG
LEOBERT G. SAY
LUSVIC O. LADE
RAFFY N. IGNALIG
POTENCIANA POPERA
NYMPHA B. YAMIT

all known to me and to me known to be the same persons who executed the
foregoing Articles of Incorporation and they acknowledged to me that the same is
their free act and voluntary deed.

In witness whereof, I have hereto set my hand and affixed my notarial seal on
the date and at the place first above written.

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________
 BY –LAWS

OF

Sixto A. Abao National High School Parents-Teachers Association, INC.

(Name of Corporation)

ARTICLE I
BOARD OF TRUSTEES

Section 1. Board of Trustees - the corporate powers of the association shall be

exercised, its business conducted and its property controlled by the
Board of Trustees. Without prejudice to such powers as may be
granted by laws, the Board of trustees shall also have the following
powers.
a. To make and change rules and regulations not inconsistent with these laws for
the management of the association’s objectives and affairs;
b. To purchase, receive, take or otherwise acquire for and in the name of the
association, any and all properties, rights, or privileges for the association;
c. To prosecute, maintain, defend, compromise or abandon any lawsuit in which
the association or its officers are either plaintiffs or defendants in connection
with the activities of the association;
d. To delegate, from time to time, any of the powers of the board which may be
lawfully be delegated in the course of the operation of the association to any
standing or special committee or to any officer or agent and to appoint any
person to be agent of the association with such powers and upon such terms as
may be deemed fir, and
e. To implement these by-laws and to act on any corporate matter not covered by
these by-laws, provided such matter does not require the approval or consent
of the members under the Corporation Code of the Philippines.

Section 2. Qualifications – No member shall eligible for election to the Board of

Trustees unless he is of a member of good standing and has not
committed any offense mentioned in Section 3 of Article 1.

Section 3. Disqualifications – No member convicted by final judgment of an offense

punishable by imprisonment for a period exceeding six (6) years, or a
violation of the Corporation Code, committed within five (5) years prior
to the date of his election, shall qualify as a trustee of the association.

Section 4. Term – The members of the Board of Trustees shall serve for a period of
one (1) year and until their successors are duly elected and qualified.

Section 5. Vacancies – Vacancies in the Board caused by death, resignation or for

any other reason except by removal or expiration of term may be filled
by at least a majority of the remaining trustees, if still constituting a
quorum, otherwise said vacancies shall be filled by the members in a
regular or special meeting called for the purpose. The elected trustee
shall hold office for the unexpired portion of the term and until his
successor shall have been elected and qualified.

ARTICLE II
MEETING OF TRUSTEES

Section 1. Meetings – Regular meetings of the Board shall be held anywhere in or

outside of the Philippines on a date adopted by the board. Special
 meetings may be called at anytime, for any purposes, by the President
or upon request of a majority of the trustees.

Section 2. Notice – The notice of the meetings shall be communicated by the

Secretary to each trustee personally, or by telephone or by written or
electronic message at least one (1) day prior to the scheduled meeting.
It shall indicate the date, time and place of the meeting. A trustee may
waive this requirement, either expressly or impliedly.

Section 3. Quorum – A majority of the number of trustees as fixed in the articles of

incorporation shall constitute a quorum for the transaction of the
corporate business and every decision of at least a majority of the
trustees present at a meeting at which there is quorum shall be valid as
a corporate act, except for the election of officers which shall require
the vote of a majority of all members of the Board.

Section 4. Conduct of Meeting – Meetings shall be presided over by the President

or in his absence, by any other director chosen by the Board. The
Secretary shall act as the secretary of every meeting, if not present, the
President shall appoint a secretary for the meeting. The trustees cannot
attend or vote by proxy at board meetings.

ARTICLE III
OFFICERS

Section 1. Officers – immediately after the election, the Board of Trustees shall
formally organize by the election of the President, Vice President, both
of whom must be trustees, a Secretary who must be a citizen and
resident of the Philippines, a Treasurer who may or may not be a
trustee, and an Auditor who must not be a trustee.

The board may appoint other officers in addition to the

abovementioned officers. Any two (2) or more positions may be held
concurrently by the same person, except that no one shall act as
President and Treasurer or Secretary at the same time.

Section 2. Term of Office – all officers of the association shall hold office for one
(1) year and until their successors are duly elected and qualifies.

Section 3. Vacancies – all vacancies in the position of the officers shall filled by a
majority vote of the Board of Trustees. The elected successor shall hold
office for the unexpired term.

Section 4. Special Committees – among the committees that may be formed to

handle specific activities are as follows; a. Committees on Finance; b.
Committee on Programs and Projects; c. Audit Committee; d. Election
Committee; e. Grievance Committee; f. Ways and Means Committee; g.
Committee on External and Community affairs.

The heads of the committee shall preferably come from the Board of
Directors, Homeroom Presidents and Homeroom Advisers.
 ARTICLE IV
DUTIES AND RESPONSIBILITIES OF THE PTA OFFICERS

Section 1. President – The President shall exercise the following functions:

a.) To manage and supervise the business affairs of the association;

b.) To implement the administrative and operational policies of the association

as resolved by the Board of Trustees;

c.) To represent the association at all activities and objectives of the association;

d.) To execute all contracts, agreements, and commitments of the corporation

entered into by the Board of Trustees;

e.) To oversee the preparation of the budget and the statements of accounts of
the association;

f.) To preside and submit reports at the meetings of the Board of Trustees and
members; and

g.) To perform such other duties as may be directed by the Board of Trustees.

Section 2. Vice-President – The Vice-President shall have such powers and duties
as the board may from time to time. In case the President is absent or
incapacitated, the Vice-President, if qualified, shall have the powers and
discharge the duties of the President.

Section 3. Secretary – The Secretary shall exercise the following functions:

a.) To record the minutes and resolutions in all membership and trustees’
meetings and maintain corporate books in the such from and manner
required by law;

b.) To keep the membership book and records of the association, and affix
the corporate seal to all official documents requiring the same;

c.) To give or send notices of the association requires by law and these by-
laws;

d.) To determine the existence of a quorum in any meeting of the members

and the Board of Trustees; and

e.) To perform such other duties as may be assigned to him by the

President or the Board of Trustees.

Section 4. Treasurer – the Treasurer shall have the following functions;

a.) To keep full and accurate accounts of the funds, receipts, and
disbursements in the books of the association;

b.) To deposit in the name and to the credit of the association, in such bank
as may be designated by the Board of Trustees, all funds, money,
securities, and valuable effects of the association;

c.) To render an annual statement showing the financial condition of the

association and other financial reports to the President and Board of
Trustees, as well as, proper government agencies; and
 d.) To perform such other duties and functions as may be assigned to him
by the Board of Trustees.

Section 5. Auditor – the Auditor shall audit the books of the association and
prepare the annual Balance and Profit and Loss Statements. He shall
submit his Audit Report in time for the annual members meeting.

ARTICLE V
MEMBERSHIP

Section 1. Qualifications for Membership – For admission to the association, an

applicant for membership must be of legal age and possess all the
qualifications set by the Board of Trustees.

Section 2. Rights of the Members – A member shall have the following rights;
a.) Subject to the provision of Article 2 of this by-laws, to be eligible to
any elective or appointive office of the association;

b.) To participate and vote in all deliberations/meetings of the

association;

c.) To avail of all the facilities of the association at reasonable hours

during business days.

Section 3. All members shall pay annually the membership dues of Fifty pesos only
(Php 50.00) and another Fifty pesos only (Php 50.00) for the PTA
Project two (2) days before the Quarter Examination.

The PTA is authorized to collect voluntary contributions such as,

School Paper, SSG, Yes-O, Scouting, Festivities, and STEP in the
amount prescribed by the Department of Education.

ARTICLE VI
MEETINGS OF MEMBERS

Section 1. Meetings – the annual meetings of the members shall be held twice in a
school year, if a legal holiday, then on the day following, Special
Meetings may be called as the need thereof arises.

The Regular meeting of the Officers and Board of Trustees shall be held
two (2) weeks after the Quarter Examination.

Section 2. Place of the Meeting – The meetings shall be held at Sixto A, Abao
National High School Ground fronting the Administration Building or at
any place designated by the Board of Trustees.

The Regular meeting of the Officers and Board of Trustees shall be held
at Sixto A, Abao National High School - Junior High School Computer
Laboratory at any place designated by the Board of Trustees.

Section 3. Notices - Notices of the meetings shall be given by the Secretary

personal delivery, or mail or by telephone or by written or electronic
messages, at least two (2) weeks for regular meetings or one (1) week
 for special meetings prior to the date set for such meeting to each
member of record at his last known address. The notice shall state the
place date, and hour of the meeting, and the purpose for which the
meeting is called.

Section 4. Waiver of Notice – Notice of Meeting may be waived verbally by any

member attending it.

Section 5. 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. If no quorum is constituted, the meeting shall
be adjourned until the requisite number of members shall be present.

Section 6. Proxy – Members may vote in person or by proxy in all meetings of

members. Proxies shall be writing, signed by the member and filed with
the Secretary of the association at least one day prior to the scheduled
meeting. Unless so filed, a proxy shall not be recognized.

ARTICLE VII
TERMINATION OF MEMBERSHIP

Section 1. Termination of Membership – Suspension, expulsion and termination of

membership shall be decided by the Board of Trustees in accordance
with the rules and regulations of the association.

ARTICLE VIII
FUND

Section 1. Funds – the funds of the association shall be derived from the
membership fees, annual dues, gifts, or donation from the public.

Section 2. Disbursements – Withdrawal from the funds of the association,

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.

Article VII.
SEAL

Section 1. The corporate seal which shall represent the ideals and
objectives of the association shall be designed and approved
by the Board of Trustees.

Article VIII
AMENDMENTS OF BY-LAWS

Section 1. Amendments – The Board of Trustees, by majority vote

thereof, and a majority vote of the members, at any regular or
 special meeting duly held for the purpose, may amend or
repeal these by-laws or adopt new by-law.

IN WITNESS WEHEROF, we, the undersigned

incorporators/members representing a majority of the members of the
association have adopted the foregoing by-laws and hereunto affixed our
signatures this ___ day of ______________ 20___ in ______________________,
Philippines.

CARINA J. SASIL ROBERTO N. YAMIT

APPLE MAE S. FENIZA CHONA V. BAYUCOT

ERSALYN D. ZABALLERO LIEZEL G. MABOLO

CRISTINE G. MACATOL MECHELLE V. BABIA

ARLY M. CHAVIT MARINA M. CUARTEROS

JANET D. TABAMO LEOBERT G. SAY

LUSVIC O. LADE RAFFY N. IGNALIG

POTENCIANA POPERA
 ARTICLE II
MEMBERSHIP, RIGHTS AND DUTIES

Section 1. Membership in SAANHS PTA, INC., is limited to parents, or in their

absence the guardian of duly enrolled students, and teachers.

Section 2. A guardian is hereby defined as any of the following:

A. An individual authorized by the biological parent/s to whom the

care and custody of the student has been entrusted;

B. A relative of the student within the fourth degree of consanguinity

or affinity provided that said relative has the care and custody
over the child;

C. An individual appointed by a competent court as the legal guardian

of the student;

D. In case of an orphan, the individual/institution who has the care

and custody of the student.

Section 3. A Member-Teacher refers to Homeroom Advisers, Subject Teachers, and

Non-Teaching Personnel.

Section 4. Rights and privileges of members. Every member shall have the following
rights and privileges:

1. To exercise the right to vote on all matters relating to the affairs of

the organization.

2. Be periodically informed of the financial status of the organization,

including relevant information affecting the members thereof.

3. To be eligible to any elective and appointive position of the

organization, provided not to extend the term limit, if ever.
 4. To examine all records or books of the organization during business
hours.

Section 5. Duties of members. A member shall have the following duties:

1. To obey and comply with the constitution and by-laws of the

organization, and other rules and regulations as may be
promulgated by the board of directors.

2. To pay annual membership fee for every parent regardless of the

number of children enrolled and other reasonable assessments for
every student that the board of directors and the school
authorities may prescribe in consultation with the general
assembly such as but not limited to:

PTA Membership Fee – P50.00

PTA Project – P50.00
School Paper – P70.00
SSG – P50.00
Yes-O – P25.00
Scouting – P50.00
Festivities – P50.00
STEP – P30.00
TOTAL = P375.00

3. To extend assistance and full cooperation in all undertakings and

activities of the school, especially the Brigada Eskwela or school
maintenance week which is scheduled every month of May. All
parents are required to support the said program by way of
sharing skills / expertise, in kind donations, thereby making the
school ready for the opening of classes.

4. To safeguard the general interest of its members.

5. To attend all meetings that may be called for by the executive

board.

ARTICLE III
BOARD OF DIRECTORS AND OFFICERS

Section 1. The election of the members of the Board of Directors (BOD) of the School
PTA from among the elected Homeroom Presidents and Homeroom
Advisers shall be held within thirty (30) days from the start of the
school year.

Section 2. The election of the executive officers of the school PTA from among the
BOD members shall be on the same day of their election to the BOD.
Section 3. The Board Of Directors (BOD) shall be composed of fifteen (15) members
who shall elect from among themselves the association’s executive
officers; namely: President, Vice President, Secretary, Treasurer, and
Auditor, who shall oversee the day-to-day activities of the association.
Section 4. Parent-members shall comprise two-thirds (2/3) and teacher-members
one-third (1/3) of the Board of Directors.
Section 5. A teacher-member cannot hold any position in the PTA except as a
member of the Board of Directors or as secretary.

Section 6. The School Head shall not serve as a member of the Board of Directors but
as adviser to the PTA.

Section 7. The term of office of the Board Of Directors and its officers shall be two
(2) years from the date of election or until a new set of BOD has been
elected and qualified.

Section 8. In case of vacancy in the Board Of Directors as a result of expulsion,

resignation or death, the vacancy shall be filled, for the unexpired term
of the office, by a majority vote of the Board of Directors from among
the presidents of homeroom PTA’s in a special meeting called for such
purpose.

Section 9. The immediate past president shall automatically become an ex-officio

member, provided he /she has a child enrolled during the school year at
SAANHS.

Section10. Powers and duties of the Board of Directors. The Board of Directors shall
have the following duties and powers:

a. They shall have the general charge in the formulation and

implementation of policies, rules and guidelines of the organization.

b. They shall create committees as exigency arises.

c. They shall formulate, promulgate and approved plans, programs and

adopt resolution toward the attainment of the
principles and objectives of the organization.

d. They shall acquire, receive, hold and administer properties in the

name of the Sixto A. Abao National High School.

e. They shall coordinate with school officials in all SAANHS PTA, INC.
activities.

f. The BOD shall turn-over any completed project initiated by the

General PTA to the School Administrator.

Section 11. The President. The president shall have the following duties and powers:

a. Shall coordinate with school officials in all SAANHS PTA activities.

b. Shall exercise general supervision and control in the management of

the affairs of the organization.

c. Shall preside at all meetings of the officers, Board Of Directors and

general assembly.

d. Shall be primarily responsible for the implementation of the

policies, plans and programs adopted by the Board Of Directors.
 e. Shall be the official spokesman and representative of the SAANHS
PTA, INC. on matters requiring coordination with school officials.

f. Shall sign contracts, documents, and other papers as may be

authorized by the Board Of Directors.

g. Shall represent the organization in all its official functions and

activities.

h. Shall exercise such powers and performs such duties inherent to his
position as may be delegated by the board.

Section 12. The Vice President. The Vice President shall have the following duties
and powers.
a. Shall automatically succeed in case of permanent vacancy in the office
of the president.
b. Shall take the place of the president in case of temporary absence and
performs the powers and duties inherent to the office of the
president.
c. Shall exercise such powers and performs such duties inherent to his
position as may be delegated by the president and/or the Board of
Directors.

Section 13. The Secretary. The Secretary shall have the following duties and
responsibilities:

a. Shall coordinate all activities of the organization with officers.

b. Shall give or cause to be given all notices and announcements
required to update the members of all activities of the organization

c. Shall act as the official keeper of all documents, minutes and other
records.

d. Shall sign/countersign contracts, documents and other papers as

may be authorized by the board and affix seal to any instrument
requiring the same.

e. Shall maintain the member’s register and in-charge of the bulletin

board at the principal office of the organization.

f. Shall perform such other duties and responsibilities as may be

assigned by the president of the board.

Section 14. The Treasurer. The Treasurer shall have the following duties and
responsibilities.

a. Shall collect, receive and issue receipts for all money, contributions
and donations to the organization.

b. Shall be the custodian of all properties, funds and accounts of the

organization and keep records pertaining thereto.

c. Shall be at all times have a true, correct and detailed statement of

his / her receipts and expenditures and of the assets of the
organization.
 d. Shall control and handle all funds of the organization, and shall
deposit same in a reputable bank designated by the board.

e. Shall make disbursements only in amounts and in cases duly

appropriated and provided for by the board, which shall always
bear the approval of the president.

f. Shall submit to the president and the board of directors’ quarterly

reports of the properties, funds, accounts and financial standing of
the organization duly certified by the auditor, or such time as may
be required by the president or the board.

g. Shall cause the turn-over of all financial records, inventories, official

receipts and other pertinent documents during the transition of
officers.

h. Shall perform such other duties and responsibilities as may be

assigned by the president or the board.

Section 15. The Auditor. The Auditor shall have the following duties and
responsibilities:

a. Shall make a detailed and periodic audit of all the properties, funds
and accounts of the organization and at the same time make
appropriate suggestions and recommendations to the board.

b. Shall submit audit report to the board after the examination and
validation of the treasurer’s report.

c. Shall perform such other duties and responsibilities as may be

assigned by the president or the board.

ARTICLE IV
GENERAL ASSEMBLY, MEETINGS AND QUORUM

Section 1. The General Assembly shall be composed of all parents of enrolled

students, Board of Directors and officers of the PTA, School Head,
Homeroom Advisers, Subject-Teachers, and Non-Teaching Personnel of
the Sixto A. Abao National High School.

Section 2. The general assembly shall be convened by the PTA Board of Directors
immediately after the PTA has been organized.

Section 3. The general assembly shall be convened as may be necessary but in no

case less than twice a year. The board shall coordinate with the school
head as to time, venue and other details of the general assembly.

Section 4. The general assembly may invite or consult with other members of the
community such as local government officials and civic organizations to
solicit their support or active participation in the school activities.

Section 5. The General Assembly Meeting shall be held annually on the

________________________;
Section 6. Special General Assembly Meeting shall be called upon resolution passed
by the Board of Directors or upon written request signed by at least three
(3) members of the Board of Directors or by Majority of the parents;

Section 7. The SAANHS PTA, INC. officers and Board of Directors shall have a regular
monthly meeting every _________of the month;

Section 8. Majority of the members shall constitute a quorum.

ARTICLE V
TERMINATION OF MEBERSHIP

Section 1. Termination of Membership – suspension, expulsion and

termination of membership shall be decided by the Board of
Trustees in accordance with the rules and regulations of the
association.
ARTICLE VI
FUNDS

Section 1. Funds – the funds of the association shall be derived from the
membership fees, gifts or donations from the public.

Section 2. Disbursements – Withdrawal from the funds of the association,

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.

Article VII.
SEAL

Section 1. The corporate seal which shall represent the ideals and
objectives of the association shall be designed and approved bt
the Board of Trustees.

Article VIII
AMENDMENTS OF BY-LAWS

Section 1. Amendments – The Board of Trustees, by majority vote

thereof, and a majority vote of the members, at any regular or
special meeting duly held for the purpose, may amend or
repeal these by-laws or adopt new by-law.

IN WITNESS WEHEROF, We, the undersigned incorporators/members

representing a majority of the members of the association have adopted
the foregoing by-laws and hereunto affixed our signatures this ___ day of
______________ 20___ in ______________________, Philippines.

__________________________ __________________________

__________________________ __________________________

__________________________ __________________________
 __________________________ __________________________

__________________________ __________________________

__________________________ __________________________

__________________________ __________________________

__________________________ __________________________

__________________________ __________________________

__________________________ __________________________

__________________________ __________________________

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING

REGULAR OR SPECIAL MEETINGS OF THE DIRECTORS.
 a) Regular meetings of the board of directors of the corporation
shall be held monthly, unless the by-laws provide otherwise.

b) Special meetings of the board of directors may be held at any

time upon the call of the president or as provided in the by-laws

c) Meetings of directors 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 director or trustee at least
one (1) day prior to the scheduled meeting, unless otherwise
provided by the by-laws. A director may waive this requirement,
either expressly or impliedly.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING

REGULAR OR SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held

annually on______________________ (specific date).

b) Written notice of regular meetings shall be sent to all

stockholders 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 stockholders 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

stockholders at least one week prior to the meeting, unless a
different period is required by the by-laws.

e) Stockholders’ 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 STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist

of the stockholder/s representing a majority of the outstanding
capital stock.

IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE

MANNER OF VOTING THEM

a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the
stockholder 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
DIRECTORS

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 director. Every director
must own at least one (1) share of the capital stock of the
corporation, which share shall stand in his name on the books
of the corporation. Any director who ceases to be the owner of at
least one (1) share of the capital stock of the corporation shall
thereby cease to be a director. A majority of the directors 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 directors to be elected from
among the holders of stocks, who shall hold office for one (1)
year and until their successors are elected and qualified.

c) The directors shall not receive any compensation, as such

directors, except for reasonable per diems. Any compensation
may be granted to directors by the vote of the stockholders
representing at least a majority of the outstanding capital stock
at a regular or special stockholders’ meeting, In no case shall
the total yearly compensation of directors, as such directors,
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
DIRECTORS

a) Immediately after their election, the directors of a corporation

must formally organize by the election of a PRESIDENT, who
shall be a director, a TREASURER who may or may not be a
director, 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
Directors.

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

stockholders 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
__________________________________.
 TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY/MUNCIPALITY OF ) S.S
PROVINCE OF )

I, ______________________________________, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and that as such Treasurer, I hereby
certify under oath that at least 25% of the authorized capital stock of the
corporation has been subscribed and at least 25% of the total subscriptions has
been paid, and received by me, in cash or property, in the amount
of______________________________ in accordance with the Corporation Code

___________________________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of_____________________________, Province of___________________________
this ______ day of ____________________,19_______; by _________________with Res. Cert.
No._____________________ issued at _________________________on _________________, 19_________.

NOTARY PUBLIC
My commission expires on
_______________________, 19___________

Doc. No._______
Page No._______
Book No.________
Series of ________