From: ATTY. ISKO

From: ATTY. ISKO

ARTICLES OF INCORPORATION OF

SAA BATCH 1991 ALUMNI ASSOCIATION, INC.

(St. Anthony Academy, Gubat, Sorsogon)

KNOW ALL MEN BY THESE PRESENTS:

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

AND WE HEREBY CERTIFY:

FIRST : That the name of the said association shall be SAA BATCH 1991

ALUMNI ASSOCIATION, INC. (St. Anthony Academy, Gubat,

Sorsogon)

SECOND : That the purposes, for which said association is incorporated, are:

Primary Purpose:

1. to conduct any lawful program, project and activity for the general welfare and mutual benefit of its members and their immediate families;

Secondary Purposes:

2. to participate in any lawful program, project and activity of St. Anthony Academy, Gubat, Sorsogon and its General Alumni Association; and

3. to initiate, implement or participate in any lawful outreach program, project and activity for the benefit of underprivileged Gubatnons.

THIRD : That the place where the principal office of the association is to

be established is at Gubat, Sorsogon.

FOURTH : That the term for which association is to exist shall be 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

are as follows:

NAME	NATIONALITY	RESIDENCE
1. ARNALDO E. ESCOBER JR.	FILIPINO	B4L2 Camia, St. Anthony Subdivision, Cogon, Gubat 4710 Sorsogon
2.	FILIPINO
3.	FILIPINO
4.	FILIPINO
5.	FILIPINO

SIXTH : That the number of trustees of the association shall be FIVE (5)

and the first trustees are the incorporators named in the

immediately preceding ARTICLE V.

SEVENTH : That the present members of the association with their

contributions are the following:

NAME	CONTRIBUTION
1. ARNALDO E. ESCOBER JR.	P 1,000.00
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.

TOTAL P__________________

The List of Members certified under oath by the Secretary is

hereto attached as “Annex A”.

EIGHTH : 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 on dissolution and any profits obtained as a

result of its operation, whenever proper or necessary, shall be

used for the furtherance of the purposes enumerated in ARTICLE

II, subject to the provisions of Title XI of the Corporation Code of

the Philippines.

NINTH : That ____________________________________ has been elected

by the Members as Treasurer of the association to act as such

until his/her successor is duly elected and qualified in accordance

with the By-Laws, and as such Treasurer he/she 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; that a certification under oath by the Treasurer of the

total contributions/donations present and on hand is hereto

attached as “Annex B”.

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 corporate name or one

deceptively or confusingly similar to it.

ELEVENTH : That the association shall comply with the rules and regulations

of the Securities and Exchange Commission for non-stock

corporations in the course of its operations.

IN WITNESS WHEREOF, we have hereunto signed this Articles of Incorporation, this _______ day of ____________________, 2008 in Gubat, Sorsogon.

INCORPORATOR’S NAME	SIGNATURE
ARNALDO E. ESCOBER JR.	_________________________________
	__________________________________
	___________________________________
	___________________________________
	__________________________________

WITNESSES:

_________________________________ ______________________________

ACKNOWLEDGMENT

Republic of the Philippines ]

Gubat, Sorsogon ] Sc.

BEFORE ME, a Notary Public for and in Gubat, Sorsogon, Philippines, this ____ day of __________________________, 2008 personally appeared the following persons with their corresponding Community Tax Certificates Nos.:

NAME	CTC Nos.	DATE/PLACE ISSUED
1. ARNALDO E. ESCOBER JR.	04493196	01-03-08/Gubat, Sorsogon
2.
3.
4.
5.

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

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.

Notary Public __

Until ___ December 200__

Doc. No. ____________

Page No. ____________

Book No. ____________

Series of ____________

From: ATTY. ISKO

BY-LAWS OF

SAA BATCH 1991 ALUMNI ASSOCIATION, INC.

(St. Anthony Academy, Gubat, Sorsogon)

ARTICLE I

MEETINGS

SECTION 1. Annual Meetings. The annual meetings of the members shall be held at the principal office of the association on any day of June of each year. The President shall render his annual report to the members regarding the activities of the association. The election of the Board of Trustees shall also be held during this regular meeting.

SECTION 2. Special Meetings. Special meetings of the members 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 day, time and place of annual or special meeting of the members shall be given personally, by special delivery mail or electronic mail, at least two (2) weeks before the date set for such meeting. The notice of every Special Meeting shall state briefly the purpose/s of the meeting.

SECTION 4. Quorum. A quorum for any meeting of the members shall consist of not less than 1/3 of the members and the 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 as follows:

1. Proof of service of the required notice of meeting
2. Proof of the presence of a quorum
3. Reading and adoption of the minutes of the previous annual meeting
4. Unfinished business
5. Report of the President
6. Election of the Board of Trustees for the ensuing year
7. Other matters.

SECTION 6. 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 II

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. The trustees to be elected must be of legal age and members of the association.

SECTION 3. Disqualifications of 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 Corporation Code of the Philippines 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. The trustees shall hold office for one (1) year and until their successors are duly elected and qualified.

ARTICLE III

OFFICERS

SECTION 1. The officers of the association shall be a President, a Vice-President, a Secretary and a Treasurer. They shall be elected by the Board of Trustees from among themselves. The Board of Trustees, in a resolution or upon the recommendation of the President, may create such offices, positions or committees or designate such members of the association to help carry out the duties and responsibilities of the Board of Trustees and its officers.

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 qualified.

ARTICLE IV

FUNCTIONS AND POWERS OF OFFICERS

SECTION 1. President. The President shall be the Chief Executive Officer of the association. He shall preside in all meetings of the members of the association.

He shall execute all the resolutions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the association. He shall submit to the Board of Trustees 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 association 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 may be assigned by the Board of Trustees.

SECTION 3. Secretary. The Secretary shall give all notices required by this By-Laws and keep the minutes of all meetings of the members and Board of Trustees in a book kept for the purpose. He shall keep the seal of the association 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 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 shall keep all the moneys and other valuables of the association in such banks as the Board of Trustees may designate. He shall keep and have charge of the books of account. He shall also perform such other duties and functions as the Board of Trustees may from time to time assign to him. He shall post a bond in such amount as may be fixed by the Board of Trustees.

ARTICLE V

MEMBERS

SECTION 1. Qualifications of Membership. The members must belong to the Batch 1991 of St. Anthony Academy, Gubat, Sorsogon. All other qualifications for an applicant for membership shall be determined by the Board of Trustees.

SECTION 2. Rights of Members. A member shall have the following rights:

1. to exercise the right to vote on all matters 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 association
4. to avail of the facilities and welfare programs and benefits intended for all the members and their immediate families of the association;
5. to examine all the records or books of the association during business hours.

SECTION 3. Duties and Responsibilities of the Members. A member shall have the following duties and responsibilities:

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 as may be called under Sections 1 and 2 of Article I hereof; and
3. to pay the membership dues and other assessments of the association.

ARTICLE VI

SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the association.

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 to consider the charges. The affirmative vote of majority of all the Board of Trustees shall be necessary to suspend a member; provided that if the penalty is expulsion, the affirmative vote of all the members of the association shall be necessary.

ARTICLE VII

FUND

SECTION 1. Funds. The funds of the association shall be derived from admission fees, annual dues and special assessments of members, gifts or donations.

SECTION 2. Disbursements. Withdrawal from the funds of the association 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 association shall be from _________________ 1^st to _____________________ 31^st/30^th of each year.

ARTICLE VIII

CORPORATE SEAL

The corporate seal of the association shall be in such form and design as may be determined by the Board of Trustees.

ARTICLE IX

AMENDMENTS OF THE BY-LAWS

This by-laws, or any provision thereof, may be amended or repealed, or a new by-laws be adopted, by a majority vote of all the members and by a majority vote of the Board of Trustees at any regular or special meeting duly held for the purpose.

ADOPTED this ___ day of ______________________, 2008 in Gubat, Sorsogon, Philippines by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for the purpose.

MEMBER’S NAME	SIGNATURE
ARNALDO E. ESCOBER JR.	_________________________________
	__________________________________
	___________________________________
	___________________________________
	__________________________________
	__________________________________
	___________________________________
	___________________________________
	__________________________________
	__________________________________
	___________________________________
	___________________________________
	__________________________________
	___________________________________
	__________________________________