Articles of Incorporation

of the
Baguio City Overseas Workers Foundation, Inc.
KNOW ALL MEN BY THESE PRESENTS:
That we, all of whom are of legal age and residents of the Philippines, have this day
voluntarily associated ourselves for the purpose of organizing the Foundation, a nonstock and non-profit corporation under and by virtue of the laws of the Republic of the
Philippines, and
WE HEREBY CERTIFY THAT:
First. The corporate name of the Foundation shall be Baguio City Overseas Workers
Foundation, Inc. and may be otherwise called and known as BOWF.
Second. The purposes and mission for which the Foundation is formed are as follows:
To help develop and harness the educational potential of underprivileged but
determined elementary, high school, and college students in the City of Baguio;
To help develop and harness opportunities for Baguio City students in their quest for
formal education;
To promote our motto Education Should Be an Opportunity for All in accord with the
principles of the Foundation by searching, sponsoring, and guiding qualified students
who may not have the opportunity to go to school without financial assistance;
To instill among the youth the value of education in the now competitive age;
To serve as a safety net for qualified students who may encounter hardships and
difficulties in meeting the financial requirements of their studies;
To adopt, promote and enhance the purposes of the national educational development
program of the government;
To encourage the responsive involvement of the private sector to help promote
education in the country;
To support, promote and enhance the spirit of camaraderie, fellowship and unity among
its members;
To transact any and all other lawful activities which the Board of Trustees considers
appropriate to further the purposes of the Foundation, and
To encourage and if need be finance other similar organizations that support the
education of the youth.

Incidental Purposes
In furtherance of its mission, vision and goal, It may acquire properties, whether real or
personal, by purchase, donation, usufruct, bequest, and/or by other legitimate means,
and encumber or sell such properties for its legitimate purposes; receive membership
fees and dues, assessments, contributions, gifts, legacies, grants-in-aid, endowments,
subsidies and donations from members, as well as non-members, from here and
abroad; may invest and expend its funds, moneys and properties in such tourismrelated ventures, projects and activities as the Board of Trustees may deem proper and
necessary in pursuit of its objectives; and
Generally, as may be permitted by law, may do all such other acts and exercise such
powers and prerogatives as may be directly or indirectly necessary, suitable and proper
to attain any of the objectives and purposes of the Foundation.
Third. The Foundation is an education-oriented organization composed of overseas
workers, either retired or in the active employment abroad, who are residents of Baguio
City. It is non-profit and as such, no part of its revenues shall be distributed, nor any of
its assets shall ever be used or expended for nor inured to the benefit of any of its
officers or members. The revenues it may generate incidental to its operation shall, as
deemed necessary and proper under the circumstances, be expended solely for the
furtherance of the purposes for which the Foundation is organized. The Foundation is
non-partisan, non-sectarian and non-ideological.
Fourth. The principal office of the Foundation shall be located at the address of the
office of the incumbent Secretary or any other convenient location which the Foundation
may deem appropriate in order to serve and carry out its objectives.
Fifth. The term for which this corporation shall exist is fifty (50) years from and after the
date of incorporation, renewable for such other terms as now or may hereinafter be permitted under the laws of the Republic of the Philippines.
Sixth. The names, nationalities and residences of the incorporators are as follows:
Name

Nationality

Residence

Arianne A. Loyola

Filipino

15A
Subdivision,
City

Camdas
Baguio

Eileen C. Kiwalan

Filipino

123
Brgy.
Baguio City

Tabora,

Cherrybeth T. Batuna

Filipino

898
Calderon
Baguio City

St.,

Rex D. Maiyao

Filipino

596 Aurora Hill, Baguio

City

Howard Y. Chan

Filipino

6B Guisad Rd., Baguio

City

List of additional members, who may be admitted in accordance with the by-laws of the
Foundation, shall be entered into the Membership Registry and shall be submitted to
the Securities and Exchange Commission from time to time.
Seventh. The affairs of the Foundation shall be governed by the Board of Trustees of
seven (7) members, and that the names, nationalities, and residences of the Trustees,
who are to serve as such until their successors should have been duly elected and
qualified in accordance with the By-Laws, are as follows:
Name

Nationality

Residence

Arianne A. Loyola

Filipino

15A
Subdivision,
City

Camdas
Baguio

Eileen C. Kiwalan

Filipino

123
Brgy.
Baguio City

Tabora,

Cherrybeth T. Batuna

Filipino

898
Calderon
Baguio City

Rex D. Maiyao

Filipino

596 Aurora Hill, Baguio

City

Howard Y. Chan

Filipino

6B Guisad Rd., Baguio

City

Godfrey F. Rapisura

Filipino

19 West Quirino Hill,

St.,

Baguio City
Mary Joy C. Baybay

Filipino

18 Dizon Subdivision,
Baguio City

Eighth. The Foundation shall be financed, operated, and maintained by membership

fees and dues, assessments, contributions, gifts, bequests, legacies, donations, grantsin-aid, endowments, subsidies, as well as interests and other earnings of the legitimate
investments of its funds and assets.
Ninth. Ms. Arianne A. Loyola has been duly elected by the incorporators as corporate
treasurer of the Foundation, to act as such until her successor has been duly elected
and qualified in accordance with the By-Laws and that, as such Treasurer, she has been
authorized to receive for and on behalf of the Foundation and to receipt in its name all
membership fees, dues, assessments, contributions, gifts, bequests, legacies, donations, grants-in-aid, endowments and subsidies, to support and maintain the
operations of the Foundation..
IN WITNESS WHEREOF, we have hereunto set our hands this 15th of December 2012,
in Baguio City, Philippines.

Republic of the Philippines

) S. S.
______________________ )
BEFORE ME, a Notary Public for and in Baguio City on this ___th day of
________________, _____, personally appeared the following persons, exhibiting to
me their respective Community Tax Certificates:
Name

CTC No.

Date

Place

Arianne A. Loyola

07330103

Oct. 4, 2012

Baguio City

Eileen C. Kiwalan

11077597

Nov. 4, 2012

Baguio City

11057262

Nov. 15, 2012

Baguio City

Cherrybeth

T.

Batuna
Rex D. Maiyao

07379009

Nov. 16, 2012

Baguio City

Howard Y. Chan

09712099

Nov. 10, 2012

Baguio City

Godfrey F. Rapisura

24634146

Dec. 5, 2012

Baguio City

Mary
Joy
Baybay

09697232

Dec. 4, 2012

Baguio City

C.

all known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation of the Baguio City Overseas Workers Foundation, Inc.
consisting of 4 pages, this page included, and acknowledged to me that the same is
their own free and voluntary act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and affixed my notarial seal on the
date and place herein first above written.

Harper Margaret Yano

Doc. No.

Notary Public, Baguio City

Page No.

Until December 31, 2013

Book No.

PTR No. 2755488, 01/03/12

Series of

IBP No. 743890, 01/03/12

By-Laws
of the
Baguio City Overseas Workers Foundation, Inc.
Article I
Name & Domicile
Section 1. Name: This organization shall be known as the Baguio City Overseas
Workers Foundation, Inc., hereinafter referred to as the Foundation. It may also be
called for short as BOWF.
Section 2. Affiliation. The Foundation may affiliate with an existing national tourismrelated organization as it may deem necessary to carry out its objectives.
Section 3. Domicile. The principal office of the Foundation shall be located at Suite A,
Pelizloy Bldg., 15 Lower Magsaysay, Baguio City or at any other convenient location
which the Foundation may deem appropriate in order to serve and carry out its
objectives.
Article II
Meetings
Section 1. Annual Meetings The annual meetings of the members shall be held at the
principal office of the Foundation or at any other convenient location which the
Foundation may deem appropriate in order to serve and carry out its objectives on
every
2nd Wednesday of May of each year. The President shall render his annual
report to the members regarding the activities of the association and the annual election
of officers or trustees shall be held on this day. The elected officers meeting 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 time and place of annual, and special meetings of
the members shall be given either personally, by email or by special delivery mail, at
least two (2) weeks before the date set for such meeting. The notice of every special
meeting shall state briefly the purpose or purposes of the meeting.
Section 4. Quorum A quorum for any meeting of the members shall consist of a
majority of the members and a 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 be as follows:
1.

Proof of service of the required notice of the meeting.

2.

Proof of the presence of a quorum.

3.

Reading and approval of the minutes of the previous annual meeting.

4.

Unfinished business.

5.

Report of the President.

6.

Election of the officers or Trustees for the ensuing year.

7.

Other matters.
Section 6. Voting Proxy Each member shall be entitled to one vote, and he 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 III
Declaration of Purpose
Section 1. Purposes of the Foundation. The enduring purposes for the formation of the
Foundation are:
To help develop and harness the educational potential of underprivileged but
determined elementary, high school, and college students in the City of Baguio;
To help develop and harness opportunities for Baguio City students in their quest for
formal education;
To promote our motto Education Should Be an Opportunity for All in accord with the
principles of the Foundation by searching, sponsoring, and guiding qualified students
who may not have the opportunity to go to school without financial assistance;
To instill among the youth the value of education in the now competitive age;
To serve as a safety net for qualified students who may encounter hardships and
difficulties in meeting the financial requirements of their studies;
To adopt, promote and enhance the purposes of the national educational development
program of the government;

To encourage the responsive involvement of the private sector to help promote

education in the country;
To support, promote and enhance the spirit of camaraderie, fellowship and unity among
its members;
To transact any and all other lawful activities which the Board of Trustees considers
appropriate to further the purposes of the Foundation, and
To encourage and if need be finance other similar organizations that support the
education of the youth.
Incidental Purposes
In furtherance of its mission, vision and goal, It may acquire properties, whether real or
personal, by purchase, donation, usufruct, bequest, and/or by other legitimate means,
and encumber or sell such properties for its legitimate purposes; receive membership
fees and dues, assessments, contributions, gifts, legacies, grants-in-aid, endowments,
subsidies and donations from members, as well as non-members, from here and
abroad; may invest and expend its funds, moneys and properties in such tourismrelated ventures, projects and activities as the Board of Trustees may deem proper and
necessary in pursuit of its objectives; and
Generally, as may be permitted by law, may do all such other acts and exercise such
powers and prerogatives as may be directly or indirectly necessary, suitable and proper
to attain any of the objectives and purposes of the Foundation.
Third. The Foundation is an education-oriented organization composed of overseas
workers, active or retired, who have their residence in the City of Baguio. It is non-profit
and as such, no part of its revenues shall be distributed, nor any of its assets shall ever
be used or expended for nor inured to the benefit of any of its officers or members. The
revenues it may generate incidental to its operation shall, as deemed necessary and
proper under the circumstances, be expended solely for the furtherance of the purposes
for which the Foundation is organized. The Foundation is non-partisan, non-sectarian
and non-ideological.
Article IV
Membership
Section 1. Classes of Membership: There shall be three (3) classes of membership in
the Foundation:
1.

Regular Members

2.

Affiliate Members

3.

Honorary Members
Regular Membership
Section 2. Regular Members. Any bona fide overseas workers who are residents of the
City of Baguio City may formally become regular members of this Foundation
Affiliate Membership
Section 3. Affiliate Members. Any person or entity which espouses the goals and
objectives of this Foundation, other than those specified above, may qualify as affiliate
member of the Foundation, provided that it has paid the appropriate dues and/or
assessments promulgated by the Foundation and its name duly recorded in the official
Roster of Members prepared by the Foundation Secretariat, and provided, further, that
their objectives and activities are in accord with the purposes, objectives and principles
of this Foundation. Affiliate members may not be officers or trustees of the Foundation,
and may not vote as provided hereof.
Section 4. Honorary Members. Any person or an individual that complies with the
requirements of the Board of Trustees for Honorary Membership, as from time to time in
effect, and which by this reference are incorporated herein and made part hereof, is
eligible for membership and to continue its, his or her membership, as Honorary
Member of the Foundation. Honorary members shall not pay dues, may not be officers
or trustees of the Foundation, and may not vote as provided hereof.
Section 5. Renewal of Membership. Each regular member shall be required to apply for
renewal of membership on or before January 31 of each year by filing with the
Secretariat, in conjunction with the payment of dues for renewal and a written
membership renewal application, in the form to be provided by the Foundation. Failure
to submit such an application for renewal including the payment of dues within the time
provided shall result in an automatic termination of said members membership in the
Foundation. Renewal of membership shall be the responsibility of each member and
shall be made even without prior notice from the Foundation.
Section 5. Requirements for Affiliation. The requirements, rules and regulations duly
promulgated by the Board of Trustees from time to time shall be adopted by this
Foundation.
Section 6. Voting and Speaking Rights. Regular members, or their authorized
representatives, shall have voting and speaking rights. Affiliate and honorary members
shall have no voting rights but have speaking rights.
Section 7. Membership Rights. Legitimate members shall have the right to use the
Foundation logo and to participate in the programs and activities of the Foundation,

subject to the limitations and standards established by the Board of Trustees, as from
time to time in effect and which by this reference are incorporated herein and made a
part hereof.
Section 8. Review of Application for Membership. A persons application for membership
shall begin by submission of a duly-accomplished application form to the Secretariat.
The Board shall review individual applications for completeness and compliance with
applicable requirements and standards and shall notify the applicant of its decision.
Section 9. Action Required. The affirmative vote of not less than two-thirds (2/3) of the
members of the Board of Trustees shall be required to approve an application for
membership. The basis for any rejection of an application form shall be set forth in
writing. The Secretariat shall then notify the applicant of the Boards decision.
Section 10. Voluntary Resignation. A member may resign its membership in the
Foundation at any time by filing a written resignation with the President or his designee;
provided such resignation shall not relieve the resigning member of the obligation to pay
any dues or other charges theretofore accrued and unpaid.
Section 11. Automatic Removal. The occurrence of any one or more of the following
circumstances shall be grounds for automatic termination of the membership of a
member:
1.

Failure to pay any and all dues to the Foundation.

2.

Failure to continue to actively, and on an ongoing basis, engage in the business

upon which the membership is based.

3.

Failure of any member to comply with, maintain, keep in effect and/or meet the
requirements and standards set forth in these By-laws and as established by the Board
of Trustees, as from time to time in effect, and which by this reference are incorporated
herein and made a part hereof.
Section 12. Notice of Automatic Removal. Upon occurrence of an event which is a basis
for the automatic termination of membership, the President or his designee shall cause
written notice to be given to the member and the specific grounds therefore. If the
terminated member has reason to believe that there has not been an occurrence of an
event which created the grounds for termination, the member may request for
reconsideration.
Section 13. General Grounds for Removal. A member may be removed from
membership (1) for any violation of the Foundations Code of Ethics as prescribed by

the Board of Trustees, (2) for conduct or business practices which adversely affect the
travel industry, (3) conduct unbecoming of a law-abiding citizen, or (4) the failure of a
member to, at any time, maintain the standard, qualifications and requirements which
are necessary to be initially considered for membership.
Section 14. Procedure for Suspension, Expulsion and Termination of Membership. The
Board of Trustees shall have jurisdiction over cases of suspension, expulsion and
termination of membership for reasons other than grounds for automatic termination of
membership. In the event the Foundation receives a complaint against any member, the
complaint shall be referred to the President for consideration and disposition pursuant to
the provisions of the Procedure for Complaint Disposition adopted by the Board of
Trustees. The affirmative vote of not less than two-thirds (2/3) of the members of the
Board shall be required for suspension, expulsion or termination of membership;
Provided that where the penalty is expulsion, the affirmative vote of majority of all the
members of the Foundation shall be necessary. If the member proposed for termination
is also an officer of the Foundation, said member shall not be considered as an officer
for the purposes of the removal proceedings and shall not be counted in determining
whether or not a quorum is present at the meeting called for the purpose, and shall not
be permitted to cast a vote on such removal order or resolution. The Board shall set
forth findings of fact and conclusions as to the violations of the provisions of the By-laws
and/or improper conduct. The findings of fact and conclusion shall be mailed by
registered mail, or sent by email to the removed member. The decision of the Board as
expressed in any order or resolution of removal shall be final, unappealable and binding
on the affected member.
Article V
The Board of Trustees
Section 1. Composition of the Board. There shall be the Board of Trustees of seven (7)
members, directly elected every year by the general membership in a general
membership meeting duly called for this purpose, provided that only voting members in
good standing shall be entitled to vote.
Section 2. Functions of the Board. The Board of Trustees, by its lawful acts in the form
of board resolutions, adopted and passed while duly assembled, shall govern the affairs
of the Foundation; it shall promulgated policies, rules and regulations for the responsive
operation of the Foundation; and shall act on all such issues and concerns as may be
properly brought to the attention of the Board.
Section 3. Officers of the Board. There shall be the Board Chairman, the Board ViceChairman and the Corporate Secretary, who shall discharge the functions, with the
corresponding authorities inherent upon their respective offices, as well as those that

may be properly delegated to the Board by the general membership. The Board
Chairman may concurrently serve as President of the Foundation.
Article VI
Executive Officers
Section 1. Elective Officers. The following elective executive officers of the Foundation
shall be elected by the general membership:
President
Vice President
Secretary
Treasurer
Auditor
Section 2. The Appointive Officers and Staff. When the need arises, the Board of
Trustees may appoint an Assistant Secretary, Assistant Treasurer, and an Executive
Director, who shall be the chief operating officer of the Foundation, and such other
personnel of the Secretariat as may be needed.
Section 3. Duties and Authority. The Foundation executive officers shall discharge all
the duties and functions inherent upon their respective offices, and such other duties
and functions as may be properly delegated to them by the Board of Trustees, with the
corresponding authority.
Section 4. Term of Office. Elective officers of this Foundation shall hold office for a term
of one (1) year, provided that incumbent officers upon ratification of these By-Laws shall
hold office up to 31 December 2013. All outgoing officers may succeed themselves if
qualifications are still valid.
Section 5. Special Committees. The Board of Trustees shall form the following
committees which are deemed to be necessary in the conduct of the affairs of the
Foundation, and shall appoint chairpersons for each.
1.

Committee on Finance

2.

Committee on Recruitment and Membership Development

3.

Committee on Ethics

4.

Committee on Public Affairs

5.

Committee on Special Projects

Article VII
The General Membership Meeting
Section 1. Supreme Authority. The General Membership Meeting shall constitute the
supreme authority in the organizational structure. It shall direct the affairs of Foundation
through policy formulations which shall be implemented by the Foundation. As the
supreme authority, the Assembly shall retain all rights and privileges not specifically
assigned to the Foundation officers.
Section 2. Composition. The General Assembly shall be composed of all members in
good standing.
Section 3. Powers and Prerogatives. The General Assembly shall have the exclusive
powers and prerogatives to act on any or all of the following matters:
1.

Ratify all legitimate official acts of the Board of Trustees for the purpose of
carrying out the objectives of the Foundation;

2.

Consider and act on issues and concerns affecting the travel industry;

3.

Any matter that may properly be brought to it by the Foundation; and

4.

Such other matters as may be necessary and proper to effectively attain the aims
and purposes of the Foundation.
Article VIII
Meetings & Quorum
Section 1. The General Membership Meeting. The General Membership Meeting shall
be held once every month on a date and venue to be determined by the Board of
Trustees, which shall promulgate policies for the development and promotion of travel
and tourism, and ratify the acts of the incumbent Foundation officers. Special meetings
may be called by the Foundation as the need arises.
Section 2. The Board Meeting. The Board of Trustees shall meet regularly every month,
the date, time and venue to be determined by the Board during its preceding meeting.
Special Board meetings may be called by the Chairman anytime as the need arises.

Section 3. The Executive Committee. The Executive Committee, composed of the

elected executive officers of the Foundation, shall meet every month on a date and
venue to be determined by the President, to act on urgent matters, provided that all
actions of the Executive Committee shall be reported to the Board of Trustees for
ratification during the latters meeting immediately following the Executive Committee
meeting.
Section 4. Quorum. Simple majority of those members in good standing who are entitled
to vote, represented in person by a duly designated representative in attendance, shall
constitute a quorum for transaction of any business. A plurality of the votes cast will be
sufficient for voting and transaction of any other business.
Article IX
Fiscal Matters
Section 1. Annual Dues. New members shall be assessed a one-time payment of Five
Thousand Five Hundred Pesos (P5,000.00) each upon approval of application for
membership. All members of the Foundation shall pay annual dues of Two Thousand
Five Hundred (P2,500.00) each or in such amount as may be deemed appropriate by
the Board of Trustees from time to time. A special monthly assessment of Two Hundred
Fifty Pesos (P250) shall be collected from each member to be paid on or before each
monthly meeting.
Section 2. Power to impose Dues and Assessments. The Foundation may impose
additional dues and/or special assessments to be collected from the members of the
Foundation, subject to the approval of the general membership.
Section 3. Deadline for Payments. Annual dues shall be paid in full on or before
January 31 of the current year; all other dues and assessments shall be paid within the
period specified in the call for such payments. All members who fall to satisfy their
financial obligations to the Foundation shall be suspended from any participation in the
Foundation activities; reinstatement may only be effected upon payment of the
obligation and upon approval by the Board of Trustees.
Section 4. Other Revenues. The Foundation may accept donations, legacies and
bequests from legitimate sources, either in cash or in kind.
Section 5. Budget. The Executive Committee shall prepare and submit to the Board of
Trustees the proposed operating budget for the ensuing fiscal year.
Section 6. Remuneration. No officer and member of the Foundation shall receive any
remuneration whatsoever for services rendered to the Foundation; provided, however,

that the Executive Director, and members of his staff, if any, shall be entitled to salaries
and wages duly approved by the Board of Trustees.

Article X
Supremacy Clause & Waiver
No provision of these By-Laws shall be waived, suspended, superseded, or in any way
rendered ineffective by virtue of any resolution, action, or otherwise inaction of any
officer or member of the Foundation. Violation of this provision shall render all such acts
pursuant thereto null and void ab initio, and the officers and/or member enforcing, or
claiming any right or defense under the same shall be subject to sanctions, suspension
or expulsion from the Foundation. Expulsion shall require the three-fourths vote of the
members of the Board of Trustees physically present, duly assembled and in session, in
any meeting called for the purposes.
Article XI
Amendments
Section 1. Method. Upon recommendation of the Board of Trustees, these By-Laws may
be amended, modified, altered or repealed by the majority vote of the total voting
membership in good standing personally present in any regular or special meeting
called for the purpose.
Article XII
Dissolution
In the event of the dissolution of the Foundation, the principal assets of the Foundation,
after the payment of all debts and expenses, shall be transferred to a tax-exempt
organization or to the Republic of the Philippines, as the Board of Trustees may so
determine.
Article XIII
Effectivity and Transition
Section 1. Effectivity. These By-Laws shall take effect upon the approval the general
membership.

Certification
These By-Laws including the Articles of Incorporation have been approved and adopted
by the Board of Trustees and ratified by the incorporators on December 15, 2012 duly
assembled and in session at Hotel Supreme, Baguio City. The same shall be presented
to the general membership for ratification.

Members of the Board of Trustees and Incorporators:

Name

Nationality

Residence

Arianne A. Loyola

Filipino

15A
Subdivision,
City

Camdas
Baguio

Eileen C. Kiwalan

Filipino

123
Brgy.
Baguio City

Tabora,

Cherrybeth T. Batuna

Filipino

898
Calderon
Baguio City

Rex D. Maiyao

Filipino

596 Aurora Hill, Baguio

City

Howard Y. Chan

Filipino

6B Guisad Rd., Baguio

City

Godfrey F. Rapisura

Filipino

19 West Quirino Hill,

Baguio City

Mary Joy C. Baybay

Filipino

18 Dizon Subdivision,
Baguio City

St.,

Adopted this 15th day of December, 2012 in Baguio City by the affirmative vote of the
undersigned members representing a majority of the members of the Board of Trustees
in a special meeting duly held for the purpose.

______________________________
Arianne A. Loyola

____________________________
Eileen C. Kiwalan

______________________________
Cherrybeth T. Batuna

____________________________
Rex D. Maiyao

______________________________
Howard Y. Chan

____________________________
Godfrey F. Rapisura

____________________________________
Mary Joy C. Baybay

December 15, 2012

___________________________
Date
Signed in the Presence of:

___________________________________ ________________________________

(BY-LAWS)

Republic of the Philippines

) S.S.
_______________________ )

Secretarys Certificate

I, Eileen C. Kiwalan, of legal age, Filipino, resident of 123 Brgy. Tabora, Baguio City, in
my capacity as Corporate Secretary of Baguio Overseas Workers Foundation, Inc., now
pending registration with the Securities and Exchange Commission, hereby certify that
the following Board of Trustees resolution was approved and adopted during the special
meeting of the Board on December 15 , 2012, held at Hotel Supreme,Baguio City,
there being a quorum to validly transact business, to wit:

Resolution. No. 2012-01

RESOLVE, as it is now hereby resolved, that the Foundation shall faithfully comply with
the S.E.C. Requirements for Non-Stock Corporations dated December 15, 2012 in the
course of its operation.

I further certify that the above Resolution has not been amended, superseded nor
repealed.

Eileen C. Kiwalan
Corporate Secretary

SUBSCRIBED AND SWORN TO before me this ___th day of _____________, ____,

after affiant, exhibited to me his/her Community Tax Certificate No. ________________,
issued at _______________, on ____________________.

Harper Margaret Yano

Doc. No.

Notary Public, Baguio City

Page No.

Until December 31, 2013

Book No.

PTR No. 2755488, 01/03/12

Series of

IBP No. 743890, 01/03/12

(Articles of Incorporation and By-laws of the Baguio City Overseas Workers Foundation,
Inc. consisting of 14 pages)
Adopted this 15th day of December, 2012 at Hotel Supreme, Lower Magsaysay
Rd., Baguio City by the affirmative vote of the undersigned members representing a
majority of the members of Foundation in a special meeting duly held for the purpose.

Name of Voting Member

Address

Julio Acop

Aurora Hill, baguio City

Jenny Pitan

Ambiong, Baguio City

Brian Dapliyan

Quirino Hill, Baguio City

Marlon Hernandez

Camdas, Baguio City

Eileen Kiwalan

Tabora, Baguio City

Mary Joy Baybay

Quirino Hill, Baguio City

Howard Chan

Guisad, Baguio City

Nancy Pakung

Trancoville, Baguio City

Signature

Larry Lilagan

Rimando, Baguio City

Gizelle de Guzman

Brookside, Baguio City

Annabelle David

Kayang, Baguio City

Cherrybeth Batuna

Calderon St., Baguio City

Arianne Loyola

Camdas, Baguio City

Gilda Padua

Camdas, Baguio City

Emerson Co

Sto. Nino Brgy, Baguio City

Marcia Hernandez

Magsaysay, Baguio City

Rex Maiyao

Aurora Hill, Baguio City

Ana Maria Rivera

Tapao, Baguio City

Mae S. Carreon

Quezon Hill, Baguio City

Aurora Agustin

Tam-awan
City

Lilia Gill

Dreamland, Baguio City

Charina Doppman

Pinget, Baguio City

Arnel Cabanayan

Village,

Baguio

Mines View Park, Baguio City

Marisa Castro

Tam-awan
City

Prisca Castor

Gabriela Silang St., Baguio

City

Alma Gamboa

Village,

Baguio

Private Road, Baguio City

This certifies that this document contains nineteen (19) pages including this page.
Signed this 15th day of December 2012, Baguio City, Philippines.

EILEEN C. KIWALAN
Corporate Secretary