The Articles of Non-Profit Organization serves as the constitutional document for non-profit entities in the Philippines, required by the Securities and Exchange Commission (SEC) under the Revised Corporation Code. This document is essential when establishing a new non-profit organization or converting an existing entity into a non-profit structure. It must detail the organization's non-profit purpose, governance structure, membership rules, and asset management policies. The Articles must comply with specific Philippine regulatory requirements, including SEC regulations and tax laws, particularly regarding the non-distribution of profits and dedication of assets to charitable purposes. This document forms the foundation for all organizational activities and must be carefully drafted to ensure compliance with local laws while providing flexibility for future operations.
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1. Article I - Name: Official name of the non-profit organization as it will be registered with the SEC
2. Article II - Principal Office: Complete address of the organization's main office and any provision for establishing branch offices
3. Article III - Purpose: Detailed statement of the organization's non-profit purposes, objectives, and intended activities
4. Article IV - Members: Classes of membership, rights, qualifications, and procedures for admission and termination
5. Article V - Board of Trustees: Composition, qualifications, powers, terms, and election procedures for the board
6. Article VI - Officers: Positions, duties, qualifications, and selection process for officers
7. Article VII - Meetings: Procedures for regular and special meetings, including notice requirements and quorum
8. Article VIII - Funds: Sources of funds, management of assets, and prohibition on dividend distribution
9. Article IX - Dissolution: Procedures for dissolution and distribution of assets
10. Article X - Corporate Seal: Description of the official seal of the organization
11. Article XI - Amendments: Procedures for amending the Articles of Incorporation
1. Article on Committees: Details of standing committees and their functions, used when the organization plans to have formal committee structures
2. Article on Branches: Governance of branch offices, needed when the organization plans to operate in multiple locations
3. Article on Advisory Board: Structure and role of advisory board, useful for organizations seeking external guidance
4. Article on International Activities: Provisions for international operations or partnerships, needed for organizations with international scope
5. Article on Conflict Resolution: Procedures for resolving internal disputes, recommended for larger organizations
6. Article on Fiscal Year: Definition of fiscal year if different from calendar year
7. Article on Indemnification: Provisions for protecting trustees and officers from liability
1. Schedule A - Initial Trustees: List of initial board of trustees with their personal information and terms
2. Schedule B - Initial Members: List of founding members if applicable
3. Schedule C - Asset Schedule: Initial assets or contributions to the organization
4. Appendix 1 - Code of Ethics: Detailed code of ethics and conduct for the organization
5. Appendix 2 - Membership Rules: Detailed rules and procedures for membership
6. Appendix 3 - Financial Procedures: Detailed procedures for financial management and controls
7. Appendix 4 - Organizational Structure: Detailed organizational chart and reporting relationships
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