ARTICLES OF INCORPORATION by qLq9rW

VIEWS: 69 PAGES: 11

									                           ARTICLES OF INCORPORATION

                                            OF

                               National Tourism Council


KNOW MEN BY THESE PRESENTS:

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


                            AND WE HEREBY CERTIFY:

       FIRST: That the name of the said association shall be:


       NATIONAL TOURISM COUNCIL (NTC)


       SECOND: That the primary purpose of purposes for which such corporation is
incorporated are:


1. To forge a multi-sectoral approach and commitment for the expeditious development
  and promotion of the tourism industry;

2. To enshrine the partnership between government, the host community and it’s citizen
  including the private sector through the tourism councils in all the aspects and trough
  all phases of tourism development and promotion;

3. To play an active role in the formulation of an annual national action plan which will
  serve as a blueprint in the achievement of the goals and aspirations of the Philippines as
  a highly competitive tourist destination.


       THIRD: That the principal office of the association is located in the city of
Manila, Philippines.

        FOURTH: That the term for which the said association is to exist is fifty (50)
year as from and after the date of incorporation.

       FIFTH: That the names, nationalities and residences of the following
incorporators of the association are as follows as chairperson of the Regional Tourism
Councils:


       NAME                           NATIONALITY                    RESIDENCE

1. Nicanor V. Santiago                Filipino               Makati City

2. Carlos Honorio B. Estepa,Jr.       Filipino               Baguio City

3. Henry A. Bacurnay,Jr.              Filipino               San Fernando City

4. Purita S. Licas                    Filipino               Tuguegarao, Cagayan

5. Rolan C. Esteban                   Filipino               Munoz, Nueva Ecija

6. Rodolfo Valencia                   Filipino               Calapan, Oriental Mindoro
       NAME                           NATIONALITY                    RESIDENCE

7.Cecilia Duran                       Filipino               Sorsogon, Sorsogon

8. Lorenzo Ong                        Filipino               Iloilo City

9. Agnes A. Magpale                   Filipino               Cebu City

10. Remedios M. Petilla               Filipino               Tacloban City

11. Edwin Capili                      Filipino               Dipolog City

12. Jennifer Tan                      Filipino               Tangub City

13. Norma Pereyras                    Filipino               General Santos City

14. Philip Ramos                      Filipino               Kidapawan City

15. Daisy B. Plaza                    Filipino               Butuan City


       SIXTH: That the number of trustees of the association shall be fifteen, and the
names, nationalities and residences of the first trustees of the association are as follows:



       NAME                           NATIONALITY                    RESIDENCE

1. Nicanor V. Santiago                Filipino               Makati City

2. Carlos B. Estepa,Jr.               Filipino               Baguio City

3. Henry A. Bacurnay,Jr.              Filipino               San Fernando City

4. Purita S. Licas                    Filipino               Tuguegarao, Cagayan

5. Rolan C. Esteban                   Filipino               Munoz, Nueva Ecija

6. Rodolfo Valencia                   Filipino               Calapan, Oriental Mindoro

7.Cecilia Duran                       Filipino               Sorsogon, Sorsogon

8. Lorenzo Ong                        Filipino               Iloilo City

9. Agnes A. Magpale                   Filipino               Cebu City

10. Remedios M. Petilla               Filipino               Tacloban City

11. Edwin Capili                      Filipino               Dipolog City

12. Jennifer Tan                      Filipino               Tangub City

13. Fernando F. Santiago              Filipino               General Santos City

14. Philip Ramos                      Canadian               Kidapawan City

15. Daisy B. Plaza                    Filipino               Butuan City



        SEVENTH: That the present members of the association with their contributions
are the following:
                  NAME         CONTRIBUTION

Nicanor V. Santiago            P500.00

Carlos Honorio B. Estepa,Jr.   P500.00

Henry A. Bacurnay,Jr.          P500.00

Purita S. Licas                P500.00

Rolan C. Esteban               P500.00

Rodolfo Valencia               P500.00

Cecilia Duran                  P500.00

Lorenzo Ong                    P500.00

Agnes A. Magpale               P500.00

Remedios M. Petilla            P500.00

Edwin Capili                   P500.00

Jennifer Tan                   P500.00

Ferfnando F. Santiago          P500.00

Philip Ramos                   P500.00

Daisy B. Plaza                 P500.00

Robert Lyndon S. Barbers       P500.00

Purificacion S. Molintas       P500.00

Ernesto B. Malay               P500.00

Blessida G. Diwa               P500.00

Ronaldo P Tuitico              P500.00

Louella C. Jurilla             P500.00

Maria Ong-Ravanilla            P500.00

Edwin G. Trompeta              P500.00

Patria Aurora B. Roa           P500.00

Norma A. Morantte              P500.00

Ricardo A. San Juan            P500.00

Dorothy Jean B. Pabayo         P500.00

Sonia Garcia-Antonio           P500.00

Sohura T. Dimaampo             P500.00

Salome Tan Salcedo             P500.00
( ) With list of additional members, certified by the Secretary under oath and marked as
Annex “A”.


        EIGHT: That no part of the income which the association may obtain as an
incident to it’s operation shall be distributed as dividends to it’s members, trustees or
officers subject to then provisions of the Corporation Code on dissolution. Any Profit
obtained by the association as a result of it’s operation, 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.


       NINTH: That Mr. NICANOR V. SANTIAGO has been elected by the members
as Treasurer of 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 paid or given by the members.


       TENTH: That the association 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 deceptively or confusingly similar to it.


        ELEVENTH: That the association shall comply with the requirements for non-
stock, non-profit corporations in the course of its operations.


       IN WITNESS WHEREOF, we have hereunto signed this Articles of
Incorporation this 11th day of November 1999, in the city of Manila.


   PHILIP D. RAMOS


 CARLOS HONORIO B. ESTEPA,JR.                        PURIFICASION S. MOLINTA


 CECILIA H. DURAN                                    MARIA O. RAVANILLA


 DAISY B. PLAZA                                      MA. SALOME TAN SALCEDO


 NICANOR V. SANTIAGO


 Henry A. BACURNAY, JR.                              ERNESTO B. MALAY


 PURITA S. LICAS                                     BLESSIDA G. DIWA
________________________




Signed in the presence of:


_____________________                                ______________________
                              ACKNOWLEDGEMENT


REPUBLIC OF THE PHILIPPINES
CITY OF MANILA


BEFORE ME, a Notary Public, for and in _______________, Philippines, this ___ day
of ____________ 19___, personally appeared the following persons with their
corresponding Residence Certificate numbers:


       Name                 Res. Certificate Number          Date/Place Issued

 Philip D. Ramos             12231014                     01/31/00 – Kidipawan City

 Purification S. Molintas     07808832                    Tuba, Benguet /3/5/2000

 Carlos Honorio B. Estepa

 Cecilia H. Duran             06725343                    1/4/00 Sorsogon, Sorsogon

 Maria O. Ravanilla           06742487                  3/17/2000 Sorsogon,Sorsogon

 Ma. Salome Tan Salcedo        17617826                   01/05/2001-Butuan City

 Daisy B. Plaza                02102127                   01/11/2001-Butuan City

 Niacnor V. Santiago,Jr.       04108604                   01/15/2001-Makati City

 Henry A. Bacurnay,Jr.         02276577                   01/31/2001-Bauang, L.N.

 Ernesto B. Malay              00578248                   02/01/2001-Quezon City

 Purita S. Licas               03637608                   01/02/2001-Tuguegarao City

 Blessida G. Diwa              03681733                   02/14/2001-Tuguegarao City

___________________          ________________             ______________________

___________________          ________________             ______________________

___________________          ________________             ______________________


Known to me and known to be the same persons who executed the foregoing Articles of
Incorporation constituting of six (6) 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.
                                  BY-LAWS
                                     OF
                       NATIONAL TOURISM COUNCIL BOARD


                                       ARTICLE 1

                                            Meetings


        Section 1: Semestral Meetings – The semestral meetings of the members shall be
held at the National Capital Region on the 3rd month and 11th month of each year. During
such meetings, the Chairman shall render hid report to the members regarding the
activities of the association.


        Section 2: Special Meetings – Special meetings of the members shall be called as
the need arises, by the Board of Trustees or the Chairman of the association or upon the
petition of 1/3 of the general membership.


        Section 3: Notices – Notices of the date, time and place of semestral and special
meetings of the members shall be given either personally, fax, e-mail or by special
delivery mail, at least two weeks before the date set for such meeting. In urgent cases, the
notice may be communicated at least two days before the meeting personally or by
telephone or by telegram, if contact is not possible. The notice of every special meeting
shall state briefly the purpose of meeting. No other business shall be considered at such
meeting, except with the consent of all the members’ present threat.


        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 Board of Trustees shall
consist of a majority of the members or his duly designated representative who must be
an officer of the Regional Tourism Council and a majority of such quorum may decide
any question at the meeting except those matters where the Corporation Code requires the
affirmative note of a greater proportion.


        Section 6: Order of Business- the order of business at the semestral meeting of the
members shall be as follows.


    a) Proof of service of the required notice of the meeting, except when such notice is
        waived by the members constituting a quorum.
    b) Proof of presence of a quorum.
    c) Reading and approval of the minutes of the previous annual meeting, except when
        such reading is dispensed with by a majority vote of those present.
   d) Unfinished business.
   e) Report of the President.
   f) Election of the Trustees for the ensuing year during the 2nd semester meeting.
   g) Other matters.


   The order of business at any meeting may be charged by a vote of a majority of the
   members present.


               Section 7: Voting Proxy- Members shall be entitled to one vote and they
   may vote either in person or by proxy, which shall be in writing and filed with the
   Secretary of the Association before the scheduled meeting.


                                         ARTICLE 11
                                            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.


               Section 2: Qualifications- No member shall be eligible for election to the
   Board of Trustees unless he/she has the following qualifications:


   1. Chairman of the Regional Tourism Council
   2. Must be of legal age


               Section 3: Disqualifications of Trustees and Officers- No member
   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 or appointment, shall qualify as a trustee or officer.


               Section 4: Term of Office of Trustees- the trustees shall hold office for
   two and until their successors are duly elected and qualified.


                                       ARTICLE III
                                          Officers

               Section 1: Officers- the officers of the association shall be a Chairman, a
Vice-Chairman, a Secretary, a Treasurer and an Auditor. They shall be elected by the
Board of Trustees from among themselves. The Board may combine compatible offices
in a single person.
               Section 2: Term of Office of Officers- All officers of the association shall
hold office for two and until there successors are duly elected and qualified.
               Section 3: The Secretary and the Undersecretary for Tourism Services &
Regional Offices if the Department of Tourism shall be Honorary Chairman and
Honorary Vice-Chairman respectively.


                                       ARTICLE IV
                              Functions & Powers of Officers


               Section 1: Chairman- The Chairman shall be the chief executive Officer of
the association. In addition to duties as such, he shall preside in all meetings of the Board
of Trustees and those of the members of the association.


               He/she shall execute all resolutions and/or decisions of the Board of
Trustees. He shall be charged with directing and overseeing the activities of the
association. He shall appoint and have control over all employees of the association,
review and approve expense vouchers. Together with the Secretary of the association, he
shall present to the Board of Trustees and the members an annual budget and, from time
to time as may be necessary, supplemental budgets. He shall submit to the board as soon
as possible after the close of each fiscal year, a complete report of the activities and
operations of the association for the fiscal year under his/her term.


               Section 2: Vice-Chairman- The Vice-Chairman if qualified, shall exercise
all powers and perform all duties of the President during the absence or incapacity of the
later and shall perform duties that maybe assigned by the Board of Directors.


               Section 3: Secretary- The Secretary shall give all the notices required by
these by-laws and keep the minutes of the members and of the Board of Trustees and of
all meetings of all committees, in a book kept for the [purpose. He/she shall keep the seal
of the association and affix such seal to any paper or instrument requiring the same.
He/she shall have custody of the correspondence files and all other papers that are to be
kept by the Treasurer. He/she shall maintain the members’ register, have charge of the
bulletin board at the principal office of the association. 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 association. He/she shall keep all moneys and other
valuables of the association in such bank or banks as the Board of Trustees may
designate. He/she shall keep and have charge of the books of accounts, which shall be
open to inspection by any members of Board of Trustees, whenever required, an account
of financial condition of the association and of all transactions made by him/her as
Treasurer. He/she shall perform such other duties and functions as may be assigned to
him from time to time by the Board of Trustees. He/she shall post a bond in such amount
as maybe fixed by the Board of Trustees.
               Section 5: Auditor- He/she shall examine financial records and audit
money. He/she shall also perform other functions as may be provided for the Board of
Trustees.


                                       ARTICLE V
                                          Members


               Section 1: The Board shall determine the qualifications of an applicant for
membership as well as their corresponding rights and obligations.


               Section 2: The General Manager of the Philippine Tourism Authority,
Executive Director of the Philippine Convention & Visitors Corporation, all the Regional
Directors of the Department of Tourism, President of PHILTOA and PTAA and
immediate past chairman of the National Tourism Council are ex-officio members of the
association without voting rights and cannot be voted upon.


               Section 3: Except as provided for in Section 1, a member shall have the
following rights:


   1. To exercise the right to vote on all matter relating to the affairs of the association;
   2. To be eligible to any elective or appointive office of the association;
   3. To participate in all deliberations/meetings of the associations;
   4. To avail of all the facilities of the association;
   5. To examine all the records or books of the association during business hours.


               Section 4: A member shall have the following duties and responsibilities
except as otherwise provided for is section one:


   1. To obey and comply with the by-laws, rules and regulations that may be
       promulgated by the association from time to time;
   2. To attend all meetings that may be called by the Board of Trustees;
   3. To pay membership dues and other assessments o0f the association.


                                       ARTICLE VI
                    Suspension, Expulsion & Termination of Membership


       Suspension, expulsion & termination of membership, shall be in accordance with
the rules and regulations of the associations.
Any member of the association may file charges against a member by filing a written
complaint with the Secretary of the association. The Board of Trustees shall call a special
meeting o the members to consider the charges. The affirmative vote of 1/3 of all the
members of the association shall be necessary to suspend a member, provided that where
the penalty is expulsion, the affirmative vote of 2/3 of the members shall be necessary to
expel a member.


                                      ARTICLE VII
                                           Fund


               Section 1: Fund- the funds of the association shall be derived from
admission fees, annual dues and special assessments of members, gifts, donations or
benefits.


               Section 2: Fees and Dues- Every member of the association shall, in
addition to the membership fee pay dues and/or assessments that may be imposed by the
association from time to time.


               Section 3: 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.


               Section 4: Fiscal Year- The fiscal year of the association shall be from 01
January to 31 December of each year.


                                      ARTICLE V111
                                       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 1X
                                 Amendments of the By-Laws


               Section 1: Amendments- These by-laws, or any provision thereof, may be
amended or repeated by a majority vote of the members and by a majority vote of the
Trustees at any regular or special meeting held for the purpose.
               Adopted this 11th day of November 1999, in the City of Manila by the
affirmative vote of the undersigned members representing a majority of the members of
the association in a special meeting held for the purpose.

								
To top