ARTICLES OF INCORPORATION AND BY-LAWS – MICROFINANCE NGO

Articles of Incorporation

Of

RADYO BANDERA PHILIPPINES INC.

(Name of the Corporation)

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a non-stock
and 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:

RADYO BANDERA PHILIPPINES INC.

SECOND: That the purpose/s for which such corporation is incorporated

is/are:
a. To engage in the business of Media Consultancy, and
b. To engage in the business of Advertising Services.

c. To purchase, acquire, own, lease, sell and convey to the extent allowed by law,
property of every kind and description as may be necessary or incidental to the
conduct of its corporate business,

d. To raise capital or borrow more from not more than nineteen (19) lenders, including its
stockholders, to meet the financial requirements of its business.

e. To invest in other companies and enter into joint venture agreements with any
company, partnership, persons or government entities, domestic or foreign, for the
advancement of its interest and in carry out its primary purposes.

f. To establish and operate branch offices or agencies to carry out any or all of its
operations and business without any restriction as to place or amount;

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 g. To do and perform all act and things necessary or incidental to the accomplishment of
the foregoing purposes or the exercise of any or all the powers of a corporation for the
benefit of this corporation and its stockholders.
a. ;

The corporation shall not solicit, accept or take investments/placements from

the public neither shall it issue investment contracts, subject to the provisions of
Republic Act No. 8799, otherwise known as the Securities Regulation Code and its
Implementing Rules and Regulations, as amended.

THIRD: That the principal office of the corporation is located in

No. / Street Macasaet Business Complex, Roxas St.

City / Town Puerto Princesa City

Province Palawan

FOURTH: That the term for which said corporation is to exist is 50 years from
and after the date of issuance of the certificate of incorporation.

FIFTH: That the names, nationalities and residences of the incorporators are
as follows:

Name Nationality Residence Amount Contributed

ELGIN ROBERT L. DAMASCO FILIPINO ROXAS ST., BGY. MALIGAYA, PPC

JONATHAN ROCK C. MACASAET FILIPINO BGY. IRAWAN, PPC

AVELINO T. RODULFO FILIPINO MALVAR ST., PPC

MARK YOSHINORI C. TANAKA FILIPINO WEST PALMS SUBD.

BGY. SAN MIGUEL,PPC

GEORGE A. GONZALES (VACANT) FILIPINO BGY. TINIGUIBAN, PPC

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 SIXTH: That the number of directors of the corporation shall be Five (5); and
the names, nationalities and residences of the first Trustees of the corporation are
as follows:

NAME NATIONALITY RESIDENCE

ELGIN ROBERT L. DAMASCO FILIPINO ROXAS ST., BGY. MALIGAYA, PPC

JONATHAN ROCK C. MACASAET FILIPINO BGY. IRAWAN, PPC

AVELINO T. RODULFO FILIPINO MALVAR ST., PPC

MARK YOSHINORI C. TANAKA FILIPINO WEST PALMS SUBD.

BGY. SAN MIGUEL,PPC

GEORGE A. GONZALES (VACANT) FILIPINO BGY. TINIGUIBAN, PPC

The Trustees shall not receive any compensation or remuneration, except only
reasonable per diem.

SEVENTH: That the total contribution of the corporations is SEVEN MILLION

(PhP 7,000,000.00) pesos in lawful money of the Philippines, divided into
Fourteen Thousand (PhP 14,000.00) shares with the par value of Five Hundred
(PhP 500.00)

EIGHTH: That JONATHAN ROCK C. MACASAET has been elected by the

members as Treasurer of the corporation to act as such until his/her successor is
duly elected and qualified in accordance with the by-laws, and that as such
Treasurer, he/she has been authorized to receive for and in the name and for the
benefit of the corporation, all contributions or donations paid or given by the
members.

NINTH: That no part of its income is distributable as dividends to its members,

Trustees or officers. Provided, that any profit obtained by the corporation as an
incident to its operation shall, whenever necessary or proper, be used for the
furtherance of the purposes enumerated in Article II, subject to the provision of Title
XI of the Corporation Code of the Philippines.

TENTH: The level of administrative expenses shall not exceed thirty (30%) of
the total expenses for the taxable year.

ELEVENTH: That upon dissolution, the net assets shall be distributed to

another NGO organized for similar purposes, or the State for public purpose/s, or as
may be determined by a competent court of justice.

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 TWELFTH: That no part of the property or income shall inure to the benefit of
any member, officer, organizer or any individual person.

THIRTEENTH: That the incorporators and Trustees undertake to change the

name of the corporation as herein provided, or as amended thereafter, immediately
upon receipt of notice or directive from the Securities and Exchange Commission
that another corporation, partnership or person has acquired a prior right to the use
of that name or that the name has been declared as misleading, deceptive,
confusingly similar to a registered name or contrary to public morals, good custom
or public policy.

FOURTEENTH: That the Microfinance Nongovernment Organization (NGO)

further undertakes to amend its Articles of Incorporation and By-Laws upon receipt
of notice or directive from the Microfinance NGO Regulatory Council to integrate
other requirements which are deemed necessary to ensure observance of financial
standards, social performance requirements, governance benchmarks, and other
rules and regulations.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this day of 20 , in the City/Municipality
of , Province of , Republic of the Philippines.

303-915-866 ELGIN ROBERT L. DAMASCO ______________________

188-519-356 AVELINO T. RODULFO ______________________

129-277-085 JONATHAN ROCK C. MACASAET _____________________

912-825-653 MARK YOSHINORI C. TANAKA ______________________

134-265-639 GEORGE A. GONZALES (VACANT) ______________________

Signed in the presence of

JONATHAN ROCK C. MACASAET ______________________

 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

BEFORE ME, a Notary Public, for and in , Philippines,

this day of , 20 , personally appeared the
following persons:

TIN/ Passport/ID Date &

Name No. Place Issued

ELGIN ROBERT L. DAMASCO 303-915-866 ____________________

AVELINO T. RODULFO 188-519-356 ____________________

JONATHAN ROCK C. MACASAET 129-277-085 _____________________

MARK YOSHINORI C. TANAKA 912-825-653 ____________ ________

GEORGE A. GONZALES (VACANT) 134-265-639 ______ _____________

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation and they acknowledged to me that the same is their free
act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC

Doc. No.
Page No.
Book No.
Series of .
 BY –LAWS OF

RADYO BANDERA PHILIPPINES INC.

(Name of the Corporation)

I. MEETINGS OF THE TRUSTEES.

a) Regular meetings of the Board of Trustees of the corporation shall be held

monthly, unless herein otherwise provided.

b) Special meetings of the Board of Trustees may be held at any time upon
the call of the President or as provided herein.

c) Meetings of Trustees may be held anywhere in or outside of the

Philippines, unless otherwise provided herein. Notice of regular or special
meetings stating the date, time and place of the meeting must be sent to
every Trustee at least one (1) day prior to the scheduled meeting. A
Trustee may waive this requirement, either expressly or impliedly.

II. MEETINGS OF THE MEMBERS.

a) Regular or annual meetings of members shall be held annually on the 2nd

Monday od December of each year, if a legal holiday, the on the day
following.

b) Written notice of regular meetings shall be sent to all members of record

at least twenty-one (21) days prior to the meeting, unless a longer
period is otherwise required herein. The Chairperson shall preside in all
meetings of the Trustees as well as of the members. [The MF-NGO may
designate herein under another trustee to preside in case of the
absence, unavailability or disability of the Chairperson.]

c) Special meetings of members may be held at any time deemed necessary,

in accordance with the procedure provided herein.

d) Written notice of special meetings shall be sent to all members at least

twenty-one (21) days prior to the meeting, unless a longer period is
required herein.

e) Members’ meetings, whether regular or special, shall be held in the city or

municipality where the principal office of the corporation is located, and,
if
 practicable, in the principal office of the corporation. Metro Manila shall,
for the purpose of this provision, be considered a city or municipality.

III. QUORUM

The required quorum in meetings of members shall consist of the members

representing a majority of the entire membership.

IV. PROXIES OF MEMBERS

a) Members may vote in person or by proxy in all meetings of members.

Proxies shall be in writing, signed by the member and filed before the
scheduled meeting with the Corporate Secretary.
b) Unless otherwise provided in the proxy, it shall be valid only for the
meeting for which it was intended.
c) No proxy shall be valid and effective for a period longer than five (5)
years at any one time.

V. MEMBERSHIP

a) Membership. Membership in the organization shall be composed of the

following, who must be in good standing:
i. Incorporators and members of the Board of Trustees appearing in
the Articles of Incorporation;
ii. Those subsequently accepted into the organization as members by
a majority vote of the Board of Trustees. [The MF-NGO is highly
encouraged to provide its own definition of “membership”
and/or “member”]

b) Qualifications. The minimum qualifications required before a person can

be eligible for membership in the organization are as follows:

i. He/She must be a natural person and of legal age;

ii. He/She must be a person of good moral character and of good
standing in the community;
iii. He/She must not have been convicted by final judgement of an
offense punishable by imprisonment for a period exceeding six (6)
years or of any crime involving moral turpitude; and
iv. He/She must share the vision, mission, purpose and core values of
the MF-NGO.
[The MF-NGO is highly encouraged to provide its own list of
qualifications and disqualifications of members.]
 The Board of Trustees may prescribe additional qualifications for
membership in the organization. [e.g. He/She must be keen in providing
microfinance services to poor households.]

c) Rights of Members. A member shall have the following rights:

i. To exercise the right to vote on all matters relating to the affairs of

the organization;
ii. To be eligible to any elective or appointive office in the
organization;
iii. To participate in all deliberations/meetings of the organization;
and
iv. To examine all the records or books of the organization during
business hours, provided that prior written notice of at least three
(3) days is given to the Corporate Secretary.

d) Duties and Responsibilities of Members. A member shall have the

following duties and responsibilities:

i. To comply with the by-laws, rules and regulations of the

organization and those that may subsequently be promulgated by
the organization from time to time;
ii. To attend regular meetings, special meetings and such other
meetings as may be called by the Board of the Trustees; and
iii. To pay membership dues and other assessments of the
organization, if any.

VI. THE TRUSTEES

a) The Board of Trustees (Board) is primarily responsible for the

governance of the corporation. The Board shall set the policies for the
accomplishment of the organization’s objectives.
b) No person convicted by final judgment of an offense punishable by
imprisonment for a period exceeding six (6) years, or a violation of Batas
Pambansa Bilang 68, otherwise known as the Corporation Code or
subsequent amendments thereto, committed within five (5) years prior to
the date of his election, shall qualify as a Trustee.
c) No person shall be elected as Trustee unless he/she is a member of the
corporation.
d) A majority of the Trustees must be residents of the Philippines.
e) The Board shall be composed of [MF-NGO to indicate a specific number
of Trustees, which shall not be less than five (5) nor more than fifteen
(15)] Trustees who are elected by the members.
 f) [Twenty percent (20%) of the Board shall be “member-clients””. 1 This
is a recommended provision for existing and Large MF-NGOs.]
g) The Trustees’ terms of office shall be staggered. For the initial set of
Trustees, one-third (1/3) of those garnering the highest number of votes
shall hold office for three (3) years, the next one-third (1/3) having the
second highest number of votes shall hold office for two (2) years, and the
last one-third (1/3) of the Trustees having the least number of votes shall
hold office for one (1) year. Elections shall be held annually to fill up the
resulting vacancies. Except for the aforesaid initial set of Trustees,
succeeding Trustees shall hold office for three (3) years.
h) The Trustees shall not receive any compensation as such Trustees, except
only reasonable per diems.
i) The Board shall be headed by a competent and qualified Chairperson and
shall be separate from the President/Executive Director/General
Manager.

VII. THE OFFICERS

a) Immediately after their election, the Trustees of the organization must

formally organize by the election of corporate officers, who shall handle
the day-to-day operations of the organization and carry out the policies
set by the Board.
b) The following are the Officers of the organization:
i) The President/CEO/Executive Director/General Manager, who
must be a Trustee, shall direct the day-to-day operations of the
corporation;
ii) The Treasurer, who may or may not be a Trustee, shall be in
charge of the funds of the organization; and
iii) The Secretary, who shall be a resident and citizen of the
Philippines, shall keep corporate records, and prepare and
preserve minutes of the board meetings.
[All corporate officers, in addition to those enumerated above,
if any, must be listed herein, e.g. Executive Director, Chief
Financial Officer, etc. All officers declared in the GIS must be
reflected in the By-Laws.]

[All officers of the corporation must be indicated under this

section, together with their qualifications, disqualifications,
duties and responsibilities. For example, if the applicant
intends to designate a Chief Executive Officer, instead of a
President, or a Chief Financial Officer, instead of a Treasurer,
the same should be stated herein so that signatories in the
Financial Statement (a reportorial requirement) are
consistent with the By-Laws, otherwise, penalties may be
imposed.]
1 In case of member-client, he/she must be a client of the MF-NGO for at least three (3) consecutive years and has good standing.
 c) Two (2) or more positions may be held concurrently by the same officer;
however, no one shall act as President and Secretary or as President and
Treasurer at the same time.
d) The officers of the organization shall hold office for one (1) year and until
their successors are elected and qualified.

VIII. COMMITTEES

The Board may create such committees as may be beneficial to the

operations of the Microfinance NGO. These include, but are not limited to, an
Audit Committee, a Governance Committee, and a Finance and Risk
Committee.

IX. REMOVAL OF TRUSTEES

Any Trustee of the corporation may be removed from office by a vote of at

least two-thirds (2/3) of the members entitled to vote: Provided, That such
removal shall take place either at the regular meeting of the corporation or
at a special meeting called for that purpose, and in either case, after previous
notice to members of the corporation of the intention to propose such
removal at the meeting. A special meeting of the members of a corporation
for the purpose of removal of Trustees, or any of them, must be called by the
Secretary on order of the President or on the written demand of a majority
of the members entitled to vote.

X. GUIDELINES IN CASE OF CESSATION OF ANY TRUSTEE

a) In case of cessation of any Trustee except for removal by the members or

by expiration of term, the vacancies may be filled by the vote of at least a
majority of the remaining Trustees, if still constituting a quorum;
otherwise, said vacancies must be filled by the members in a regular or
special meeting called for that purpose.

Trustees appointed by the Board to fill vacancies occurring before the

expiration of a particular term shall hold office until the next election.

b) Trustees elected by members in a special meeting called for that purpose

shall hold office only for the unexpired portion.

XI. BOARD CHARTER

a) The Board shall have a Board Charter that formalizes and clearly states
its roles, responsibilities and accountabilities in carrying out its fiduciary
duties, particularly in relation to social, financial and governance goals.
 b) The Board Charter shall serve as a guide to the Trustees in the
performance of their function.

XII. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and
end on the last day of December of each year.

VIII. CORPORATE SEAL

The Microfinance NGO may adopt a corporate seal which shall be approved
by the Board.

IX. MISCELLANEOUS PROVISIONS

a) Matters not covered by the provisions of these By-Laws shall be

governed by the provisions of the Corporation Code of the Philippines
and subsequent amendments thereto, as may be applicable to the
corporation.

b) The Microfinance NGO shall amend its By-Laws upon receipt of notice or
directive from the Microfinance NGO Regulatory Council to integrate
other requirements which are deemed necessary to ensure the
observance of financial standards, social performance requirements,
governance benchmarks, and other rules and regulations.

IN WITNESS WHEREOF, we, the undersigned incorporators and/or members

present at said meeting and voting thereat in favor of the adoption of said by-laws,
have hereunto subscribed our names this day of at

ELGIN ROBERT L. DAMASCO ______________________

AVELINO T. RODULFO ______________________

JONATHAN ROCK C. MACASAET _____________________

MARK YOSHINORI C. TANAKA ______________________

GEORGE A. GONZALES (VACANT) ______________________