Articles of Association for a Non-Profit Organisation are essential when establishing a non-profit entity in the Philippines. This document is required by the Securities and Exchange Commission (SEC) and must comply with the Revised Corporation Code of the Philippines (Republic Act No. 11232). It contains crucial information about the organization's purpose, governance structure, membership rules, and operational procedures. The Articles serve as the organization's constitution, defining its charitable or social purpose, the powers and responsibilities of its board of trustees, membership categories, and rules for meetings and decision-making. This document is particularly important as it forms the basis for obtaining tax-exempt status from the Bureau of Internal Revenue and certification from the Philippine Council for NGO Certification. It must be carefully drafted to ensure compliance with Philippine non-profit laws while providing flexibility for the organization's future growth and development.
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1. Name and Office: Official name of the organization and principal office address as required by SEC
2. Purpose and Objectives: Detailed description of the organization's non-profit purposes and specific objectives
3. Members: Classes of membership, rights, qualifications, and admission procedures
4. Board of Trustees: Composition, qualifications, powers, duties, and term limits of the board
5. Officers: Positions, duties, qualifications, and selection process of corporate officers
6. Meetings: Procedures for regular and special meetings, including notice requirements and quorum rules
7. Amendment of Articles: Process for amending the Articles of Association
8. Assets and Property: Provisions regarding acquisition, management, and disposition of corporate assets
9. Dissolution: Procedures for dissolution and distribution of assets upon dissolution
10. Fiscal Year and Audit: Definition of fiscal year and requirements for financial audits
11. Corporate Seal: Description and custody of the corporate seal
12. Compliance Provisions: Statements ensuring compliance with Philippine laws and regulations
1. Branches and Chapters: Include when the organization plans to establish multiple locations or chapters
2. International Affairs: Include when the organization has international activities or affiliations
3. Advisory Board: Include when the organization wants to establish a non-voting advisory body
4. Special Committees: Include when specific permanent committees need to be established
5. Endowment Fund: Include when the organization plans to maintain permanent endowment funds
6. Conflict Resolution: Include detailed dispute resolution procedures for larger organizations
7. Volunteer Management: Include when the organization relies significantly on volunteer work
8. Research and Publications: Include when the organization conducts research or publishing activities
1. Initial Board of Trustees: List of initial board members with their qualifications and terms
2. Membership Categories: Detailed description of different membership classes and corresponding fees
3. Organizational Structure: Detailed organizational chart and reporting relationships
4. Financial Policies: Detailed policies for financial management and controls
5. Code of Ethics: Comprehensive code of conduct for officers, trustees, and members
6. Initial Assets: List of assets contributed to the organization upon formation
7. Conflict of Interest Policy: Detailed procedures for handling potential conflicts of interest
8. Committee Terms of Reference: Detailed guidelines for standing committees
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