ARTICLES OF INCORPORATION

of

DAMDAMING KATOLIKO SA TEOLOHIYA (DAKATEO)

Catholic Theological Society of the Philippines

 

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and all residents of the Philippines, have this day voluntarily agreed to form a non-stock and non-profit association under the laws of the Republic of the Philippines.

 

THAT WE HEREBY CERTIFY:

 

FIRST: The name of the association shall be:

             DAMDAMING KATOLIKO SA TEOLOHIYA (DAKATEO)

             Catholic Theological Society of the Philippines

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SECOND: That the purpose or purposes for which this association is incorporated are:

1.  To develop and promote theologies for a just and inclusive Church and society;

2.  To support creative and scholarly theological research and its dissemination;

3. To promote theological reflection and discussion on current issues and questions in  society;

4. To foster fellowship among its members and solidarity with the oppressed and excluded.

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THIRD: That the place where the principal office of the association is to be established is at:  De La Salle University, Taft Avenue, Manila

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FOURTH: That the term for which the association is to exist is fifty (50) years from and after the date of issuance of the certificate of incorporation.

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

 

Jimmy A. Belita

Agnes M. Brazal

Manuel F. Ginete   

Andrew T. Gonzalez

Dennis T. Gonzalez

Corazon P. Manalo

José M. de Mesa

Luis Antonio G. Tagle

Amelia D. Vasquez

Manuel R. Pajarillo

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SIXTH: That the number of the board of trustees of the association shall be eleven (11) and that the names of names, nationalities and residences of the first trustees of the association are as follows.

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Jimmy A. Belita - Chair

Jose M. de Mesa - President of the Association

Agnes M. Brazal -Vice-President

Emmanuel S. de Guzman – Secretary

Manuel R. Pajarillo - Treasurer

Dominador Bombongan, Jr.

Daniel  Franklin E. Pilario

Dennis T. Gonzalez

Ismael Maningas, Jr.

Joseph M. Miras

Manuel F. Ginete

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SEVENTH: That the capital of the association was contributed by the incorporators and directors who are also members of the association as follows:

[Same as above with a contribution of Php 1000 each]

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EIGHTH:  That no part of the income which the association may obtain as an incident to its operation shall be distributed as dividends to its members, trustees or officers subject to the provision of the Corporation Code on dissolution. Any profit obtained by the association as a result of its operation, whenever necessary or proper shall be used for the furtherance of the purposes enumerated in Article II, subject to the provisions of Title XI of the Corporation Code of the Philippines.

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NINTH: That Manuel R. Pajarillo has been elected by the members as Treasurer of the association 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 association all contributions or donations paid or given by the members.

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TENTH: That the association manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use said firm name or one deceptively or confusingly similar to it.

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ELEVENTH: That the association shall comply with the requirements for non-stop corporations in the course of its operation.

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In witness whereof, we have hereunto signed this Articles of Incorporation, this __________, 2004 in the city of Quezon City, Philippines.

 

{Same as above. Witnesses: ____________     ________________]

 

Article I

MEETINGS

 

Section 1.   The Board of Trustees shall meet at least once a year at a time deemed suitable to evaluate the activities and development of DAKATEO as well as propose necessary guidelines for further growth of it.

Section 2.  The officers of DAKATEO are to meet at least once a year for planning.  Other meetings can be called for when necessary by the President and Vice-President.

Section 3.  The association as a whole, officers and members, shall meet annually at a designated time and place.  The meeting shall consist of two parts:   (a) a theological discussion of a particular theme to be decided upon in advance by the officers and (b) a business meeting.

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Article II

TRUSTEES

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Section 1.     Board of Trustees

1.1         The Board of Trustees shall consist of eleven (11) trustees.

1.2         The corporate powers of the association shall be exercised, its business conducted, and its property controlled by the Board of Trustees.

Section 2.     Qualifications – The trustees must be of legal age and members of the association. They are nominated by the Board and elected by the general membership of the association.

Section 3.     Disqualification of Trust of Officers – No member convicted by final judgment of an offense punishable by imprisonment for a period of exceeding six (6) years, or a violation of the Corporation Code of the Philippine committed within five (5) years prior to the date of his or her election or appointment, shall qualify as a trustee officer.

Section 4.     Term of Office of Trustees – The trustees shall hold office for three (3) years and until their successors are duly elected and qualified.

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Article III

OFFICERS OF THE ASSOCIATION

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Section 1.     Officers – The officers of the association shall be a President, Vice-President, a Secretary, and a Treasurer. They shall be elected by the general membership at their annual meeting.

Section 2.     Term of Office of Officers – All officers of the association shall hold office for three (3) years and until their successors are duly elected and qualified. 

Section 3.     Reelection of Officers – Any officer of the association may be reelected by the general membership. The maximum term of office of a reelected officer is three (3) terms, consecutively.

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Article IV

FUNCTION AND POWERS OF OFFICERS

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Section 1.    President – The President shall be the chief executive officer of the association. He/she shall preside in all meetings of the members of the association.

He/she shall execute all resolutions of the Board of Trustees. He/she shall be charged with directing and overseeing the activities of the association. He/she shall submit to the board as soon as possible after the close of each fiscal year, and to the members of the each annual meeting, a complete report of the activities and operations of the association for the fiscal year under his/her term.

Section 2.  Vice- President – The Vice President shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees. He/she audits the book of accounts of the association and shall report in writing the results of the audit to the Board of Trustees.

Section 3.  Secretary – The Secretary shall give all notices required by these by-laws and keep minutes of all meetings of the members and of the Board of Trustees in a book kept for the purpose. He/she shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He/she shall have the custody of the members’ register and the correspondence files of the association. He/she shall also perform all such other duties and work as the President may from time to time assign to him or her.

Section 4.  Treasurer – The Treasurer shall have charge of the funds, receipts and disbursements of the association. He/she shall keep all monies and other valuables of the association in such banks as the Board of Trustees may designate. He/she shall keep and have charge of the books of accounts. He/she shall perform such other duties and functions as may be assigned to him or her from time to time by the President. He/she shall post a bond in such a mount as may be fixed by the Board of Trustees.

Section 5. Compensation of Officers – The offices of the association shall perform all their duties without compensation. 

 

Article V

COMMITTEES OF THE ASSOCIATION

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Section 1.   The Executive Committee – The Executive Committee consists of the officers of the association under the chair of the President. It shall have the following duties:

1.1. Assist the president in carrying out the day-to-day business of the association.

1.2  Accomplish special projects assigned to it from time to time by the Board of Trustees.

1.3  Report on work and projects to the Board of Trustees at regular Board    of Trustees meetings.

1.4  Examines the qualifications of all applicants for membership an nominates them to the Board of Trustees. The committee meets at least once a year to evaluate all applications for membership.

 Section 2 Other Committees – The officers may establish adhoc committees as the need arises.

 

Article VI

MEMBERS

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Section 1.     Qualification for Membership

1.1.        The association is open to all Catholic theologians from any theological discipline working or based in the Philippines.

1.2.        The candidate for membership must have at least a graduate degree equivalent to a licentiate, preferably a doctoral degree, with specialization in Theology, Theological Studies, Religious Studies, or Religious Education.

1.3.        The candidate must subscribe to the vision and mission statement of the association.

1.4.        The candidate must be active in theological research, education or administration, preferably with published works.

1.5.        The candidate whose accomplishment in theological education or scholarly research or advocacy work meet the standard ordinarily required for doctoral degree can also be considered for membership.

1.6.        The officers of the association shall evaluate the qualifications of a candidate for membership.

Section 2.     Becoming a Member – The procedure of becoming a member is as follows:

2.1     Application for membership is open to everyone who is qualified.

2.2     The application may be done in any of these ways:

(a)  The applicant on his/her own initiative may simply apply for membership in   writing to the officers of the association.

(b)   Any member of the association may sponsor or recommend the application in writing to the officers of the association.

2.3     The officers of the association, or a committee formed for this particular purpose, shall evaluate the application.

2.4     The officers of the association nominate the applicant to the Board of Trustees, who gives the conformation of membership by absolute majority of all the trustees.

Section 3.     Rights of Members – A member shall have the following rights:

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

3.2     To be eligible to any elective or appointive officers of the association.

3.3     To participate in all deliberations/meetings and activities of the association.

3.4     To avail of all the facilities of the association.

3.5     To examine all the records or books of the association during business hours.

Section 4.     Duties and Responsibilities of the Members – A member shall have the following duties and responsibilities:

4.1     To promote actively the purposes of the association.

4.2     To obey and comply with the by-laws, rules and regulations that may be promulgated by the association from time to time.

4.3     To attend all meetings of the association.

4.4     To pay membership dues and other assessments of the association.

 

Article VII

SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

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Section 1.  Suspension, expulsion, and termination of membership – Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the association.

Section 2. Procedures – Any member of the association may file charges against a member by filing a written complaint with the Secretary of the association. The Board of Trustees shall call a special meeting to consider the charges. The affirmative vote of majority of all the trustees shall be necessary to suspend a member; provided that where the penalty is expulsion, the affirmative vote of the majority of all members of the association shall be necessary.

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Article VIII

FUNDS

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Section 1.  Funds – The funds of the association shall be derived from the annual membership dues and special assessments of members, gifts or donations.

Section 2.  Disbursements – Withdrawal from the funds of the association, whether by check, or any of the instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Trustees may designate other signatories.

Section 3.  Fiscal Year – The fiscal year of the association shall be from June 1 - May 31 of each year.

Section 4.  That in the event of the dissolution of the corporation, its remaining assets after payment of all it liabilities shall

1)       subject to the discretion of the members of the corporation, to another domestic corporation organized for scientific and religious purposes ; or

2)       inure and be transferred to, subject to existing laws, a non-stock non-profit corporation representing a religious order or organization, to be identified by a majority of its members, with similar goals and objectives as the corporation; or otherwise,

3)       unless the distribution of the remaining assets cannot be legally possible as aforesaid, the assets shall then be submitted to a competent court of justice for its proper disposition in accordance with the laws of the land.

 

 Article IX

CORPORATE SEAL

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Section 1.  Form – The corporate seal of the association shall be in such form and design as may be determined by the Board of Trustees.

 

Article X

PUBLICATIONS

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Section 1.  With the approval of the Board of Trustees, the association shall publish original theological works that have been presented in a conference, symposium, forum, or gathering that the association has organized or sponsored.

Section 2.  Proceeds of the sale of publications of the association shall all go to the account of the association except when there are specific arrangements with particular authors.

 

Article XI

AMENDMENTS OF THE BY-LAWS

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Section 1.  Amendments – These by-laws, or nay provision thereof, may be amended or repealed by a majority vote of the members at any regular of special meeting duly held for the purpose.

Nothing follows.

 

Adopted this _________,2004  in Quezon City by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for the purpose.

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