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.
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