Wikimedia Philippines/Articles of Incorporation/Amendments

KNOW ALL MEN BY THESE PRESENTS:

AMENDED ARTICLES OF INCORPORATION OF WIKIMEDIA PHILIPPINES, INCORPORATED

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, non-profit 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 and aims for which the said Corporation is formed is to create, develop, implement, support, promote, and participate in 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, for their wider use in the Philippines as free, open-content resource and reference materials in languages spoken in the Philippines, that will showcase the richness of the country's languages, history, culture, arts, heritage, customs and traditions, landscape and biodiversity and to make these available to Filipinos by means of computers, in doing so it shall aid in the creation, promotion, facilitation and defense of free content in the Philippines.

The Corporation is constituted as the only chapter of the Wikimedia Foundation, Inc. in the Philippines and shall enjoy autonomy in the administration of its affairs within the context of its agreement with the Wikimedia Foundation, Inc.

AND IN FURTHERANCE OF THE FOREGOING:

1. To acquire, purchase, own, hold, develop, lease, mortgage, pledge, exchange, sell, transfer or otherwise invest, trade or deal in any matter permitted by law, in real and personal property or every kind and description, or any interest therein;
2. To receive and accept gifts and donations in real and personal property of all kinds, subsidies or other forms of philanthropy, and to administer the same for the benefit of the Corporation and/or in accordance with the direction or instructions of the donors;
3. To raise money for any of the purposes of the Corporation or in behalf of the Wikimedia Foundation, Inc. as the same may be permitted to be done under the laws of the Philippines and the agreement of the Corporation with the Wikimedia Foundation, Inc. and from time to time without limit as to the amount, to draw, make, accept, endorse, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments, and evidences of indebtedness, and to secure the payment thereof and of the interest thereon, by mortgage or pledge, conveyance or assignment in trust of, the whole or any part of the assets of the Corporation, real, personal, or mixed, including contract rights, whether at the time owned or thereafter acquired, and to sell pledge or otherwise dispose of such securities or other obligations of the Corporation for its purposes;
4. To enter into make, perform and carryout, or cancel and rescind contracts of every kind and for any lawful purpose with any persons, firms, association, corporation, syndicate, domestic or foreign, or others;
5. To make any guaranty respecting securities, indebtedness, interest, contracts or other obligations, so far as the same may be permitted to be done under the laws of the Philippines;
6. Any profits derived from activities and undertakings described in paragraphs 1 and 3 immediately preceding shall not inure to any of the members, trustees, or officers but shall be used exclusively for the maintenance of the Corporation. However, the inhibitions against the distribution of profits shall not be construed to preclude reasonable compensation to staff members and consultants for actual and substantive services rendered in the furtherance of the purpose of the Corporation;
7. To do and perform all acts and things necessary, suitable or proper for the accomplishment of any of the purposes herein enumerated or which shall at any time appear conducive to the protection or benefit of the Corporation, including the exercise of the powers, authorities and attributes conferred upon corporations organized under the laws of the Philippines in general and upon domestic corporations or like nature in particular.

The foregoing should be construed both as purposes and powers, and the enumeration of specific purposes should not be held to restrict or limit in any manner the general powers and purposes of the Corporation. (As amended on May 26, 2012)

THIRD: That the principal office of the corporation is located at the Ground Floor, Gervacia Center, 152 Amorsolo Street, Legaspi Village, Makati City, Metro Manila 1229, Philippines. (As amended on September 28, 2010)

FOURTH: That the term for which the Corporation is to exist is fifty (50) years from and after the date of issuance of the Certificate of Incorporation, unless otherwise shortened or extended in accordance with the law. (As amended on September 28, 2010)

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
Allan Paolo C. Barazon	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
Michael Philip G. Gonzalez	Filipino	Valencia, Negros Oriental
Eugene Alvin S. Villar	Filipino	Las Piñas City, Metro Manila

SIXTH: That the number of trustees which shall constitute the Board of Trustees of the Corporation shall be nine (9), all of whom shall be elected from the general membership of the Corporation. The names, nationalities and residences of the original members of the Board of Trustees of the corporation are as follows: (As amended on May 26, 2012)

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	City of Manila, Metro Manila
Relly P. Bautista	Filipino	City of Manila, Metro Manila
Roman D.V. Bustria, Jr.	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 corporation shall be maintained by such funds as may from time to time be received in the form of membership dues, contributions, donations, grants and endowments from persons, partnerships, corporations, and other entities and supporters thereof, whether domestic or foreign, and such property as may from time to time be acquired by the Corporation by deed, grant, device, bequest or gifts. (As adopted on May 26, 2012)

EIGHTH: That the amount of TWENTY THOUSAND PESOS (PHP 20,000.00) has been set aside for the use of the Corporation which was contributed by the following persons. (As renumbered from SEVENTH to EIGHTH on May 26, 2012)

Name	Amount Contributed
Jose Roel G. Balingit	PHP 2,000.00
Joseph F. Ballesteros	PHP 2,500.00
Allan Paolo C. Barazon	PHP 2,000.00
Relly P. Bautista	PHP 2,000.00
Roman D.V. Bustria Jr.	PHP 2,500.00
Remi E. de Leon	PHP 2,000.00
Michael Philip G. Gonzalez	PHP 2,000.00
James Joshua G. Lim	PHP 3,000.00
Eugene Alvin S. Villar	PHP 2,000.00
TOTAL	PHP 20,000.00

NINTH: That the Corporation shall have no capital stock and shall not be conducted for pecuniary profits. No distribution of property of the Corporation or of dividends among the incorporators and/or members of the Corporation shall be made and all income of the Corporation, whether from membership dues, or gifts, donations, grants, subsidies, or other forms of philanthropy shall be devoted exclusively to the accomplishment and promotion of the purposes and objects for which the Corporation is organized. (As amended on May 26, 2012)

TENTH: 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. (As renumbered from NINTH to TENTH on May 26, 2012)

ELEVENTH: That in the event of dissolution of the Corporation, its remaining assets, after the payment of its liabilities, shall be conveyed and transferred to the Wikimedia Foundation, Inc. or to such non-stock and non-profit corporation dedicated to the creation, advancement and development of free, open-content resource and reference materials in the Philippines, or to the Republic of the Philippines or any of its agencies and instrumentalities or political subdivisions as the members of the Corporation may decide. (As adopted on May 26, 2012)

TWELFTH: That at no time shall membership of Filipino citizens be less than the required minimum percentage of the total general membership, as provided by existing laws. (As amended on May 26, 2012)

IN WITNESS THEREOF, we have hereunto signed these Articles of Incorporation, this 28th day of March, 2010, in the City of Manila, Metro Manila, Republic of the Philippines.

Incorporator's Name	TIN
(SGD.) Jose Roel G. Balingit
(SGD.) Joseph F. Ballesteros
(SGD.) Allan Paolo C. Barazon
(SGD.) Relly P. Bautista
(SGD.) Roman D.V. Bustria, Jr.
(SGD.) Michael Philip G. Gonzalez
(SGD.) Eugene Alvin S. Villar

SIGNED IN THE PRESENCE OF:

Witnesses
(SGD.) Belinda B. Ballesteros	(SGD.) William D. Songco

NOTARIAL ACKNOWLEDGEMENT