Wikimedia Philippines/Articles of Incorporation

From Meta, a Wikimedia project coordination wiki

For WMPH By-laws see Wikimedia Philippines/By-laws.

ARTICLES OF INCORPORATION
OF
WIKIMEDIA PHILIPPINES, INC.

KNOW ALL MEN BY THESE PRESENTS:

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

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be "WIKIMEDIA PHILIPPINES, INC.";

SECOND: That the purposes for which such corporation is being incorporated are the following:

1. To engage in the promotion of the projects of the Wikimedia Foundation, Inc., a non-profit organization incorporated under the laws of the State of Florida, in the United States of America, through their use in the Philippines as:
   1. Free, open-content reference tools available to the Philippine populace through the use of computers and the Internet, and
   2. Helpful education materials that can be used in the Philippine educational setting without additional burden of cost except through the need of a computer and an Internet connection
2. To promote the use of native Philippine languages in educational and reference materials, and
3. To aid in the defense and promotion of free content in the Philippines and the facilitation of the creation of such content as mandated thereof;

THIRD: That the principal office of the corporation is located in the City of Manila, Metro Manila, Philippines;

FOURTH: That the term for which the said corporation 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 corporation are as follows:

Name	Nationality	Residence
Jose Roel G. Balingit	Filipino	Antipolo City, Rizal
Joseph F. Ballesteros	Filipino	City of Manila, Metro Manila
Relly P. Bautista	Filipino	City of Manila, Metro Manila
Roman D.V. Bustria Jr.	Filipino	Quezon City, Metro Manila
Cedrik Ben A. Gayares	Filipino	Quezon City, Metro Manila
Eugene Alvin S. Villar	Filipino	Las Piñas City, Metro Manila

SIXTH: That the number of directors of the corporation shall be six (number);^[1] and the names, nationalities and residences of the first directors of the corporation are as follows:

Name	Nationality	Residence
Jose Roel G. Balingit	Filipino	Antipolo City, Rizal
Joseph F. Ballesteros	Filipino	City of Manila, Metro Manila
Allan Paolo C. Barazon	Filipino	Meycauayan City, Bulacan
Relly P. Bautista	Filipino	City of Manila, Metro Manila
Roman D.V. Bustria Jr.	Filipino	Quezon City, Metro Manila
Remi E. de Leon	Filipino	Agoo, La Union
Cedrik Ben A. Gayares	Filipino	Quezon City, Metro Manila
James Joshua G. Lim	Filipino	Makati City, Metro Manila
Eugene Alvin S. Villar	Filipino	Las Piñas City, Metro Manila

SEVENTH: That the authorized capital of the corporation is seventeen thousand and five hundred (PhP 17,500) pesos in lawful currency of the Philippines;^[2]

EIGHTH: That the authorized capital above stated has been subscribed by the following:

Name	Nationality	Residence
Jose Roel G. Balingit	Filipino	Antipolo City, Rizal
Joseph F. Ballesteros	Filipino	City of Manila, Metro Manila
Allan Paolo C. Barazon	Filipino	Meycauayan City, Bulacan
Relly P. Bautista	Filipino	City of Manila, Metro Manila
Roman D.V. Bustria Jr.	Filipino	Quezon City, Metro Manila
Remi E. de Leon	Filipino	Agoo, La Union
Cedrik Ben A. Gayares	Filipino	Quezon City, Metro Manila
James Joshua G. Lim	Filipino	Makati City, Metro Manila
Eugene Alvin S. Villar	Filipino	Las Piñas City, Metro Manila

NINTH: That the above-named subscribers have paid the total subscription as follows:

Name	Nationality	Amount Subscribed
Jose Roel G. Balingit	Filipino	PhP 2,000.00
Joseph F. Ballesteros	Filipino	Php 2,000.00
Allan Paolo C. Barazon	Filipino	PhP 2,000.00
Relly P. Bautista	Filipino	PhP 2,000.00
Roman D.V. Bustria Jr.	Filipino	PhP 2,500.00
Remi E. de Leon	Filipino	PhP 2,000.00
Cedrik Ben A. Gayares	Filipino	PhP (amount)
James Joshua G. Lim	Filipino	PhP 3,000.00
Eugene Alvin S. Villar	Filipino	PhP 2,000.00
TOTAL		Php 17,500.00

TENTH: That no part of the income which the corporation may obtain as an incident to its operation shall be distributed as dividends to its members, directors or officers, subject to the provisions of the Corporation Code on dissolution, and any profits obtained as a result of its operation, whenever necessary or proper, 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;

ELEVENTH: That Roman D.V. Bustria Jr. has been elected by the subscribers as Treasurer of the Corporation, 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 corporation, all subscriptions or fees or contributions or donations paid or given by the subscribers or members;

TWELFTH: That the corporation manifests its willingness to change its corporate name in the event that another person, entity or firm has acquired previously the right to use the said firm name or one deceptively or confusingly similar to it;

THIRTEENTH: That the corporation shall comply with the rules and regulations of the Securities and Exchange Commission for non-stock corporations in the course of its operation.

IN WITNESS THEREOF, we have hereunto signed these Articles of Incorporation, this (day) day of (month), (year), in the (location), Province of (province),^[3] Republic of the Philippines.

Incorporator's Name	Signature
JOSE ROEL G. BALINGIT
JOSEPH F. BALLESTEROS
RELLY P. BAUTISTA
ROMAN D.V. BUSTRIA JR.
CEDRIK BEN A. GAYARES
EUGENE ALVIN S. VILLAR

SIGNED IN THE PRESENCE OF:

Witnesses

NOTARIAL ACKNOWLEDGEMENT

[edit] Notes