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Health Finance Development Project
Ajoint project of the Department ofHealth
and the U.S. Agency for International Development
(Project No. 492-0446)
Manual of Procedures on
Drug Procurement System of the
Province ofNegro8 Oriental
Romeo C. Mascardo
September 1996
'l
H108.45
M37
, 1996




.
-_.
This report was completed through the assistance of the United States Agency for International
DewIopmem(USAID, Manila), HealthFinance Development ProjectNo. 492.0446, and the UPecon
FOlJndatjon UDder Cooperative Agnlemeot No. 492.0446A-QO..2097-00. Theviews, expressions and
opinions contained in thisdocument arethe author's and arenot intended as statements of policyof
eitherUSAID, DOH, UPecon, or the author's parent institutions.
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Manual of Procedures on
Drug Procurement System of the
Province of Negros Oriental
Romeo C. Mascardo
September 1996
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HPDP PO 1# 96-06-001
Technical Assistance To Simplify Drug Procurement System
In Selected Local Government Units
Manual of Procedures
on
Drug Procurement System
of the
Province of Negros Oriental
Department of Health
1 1 1 1 1 1 1 1 1 1 1 1 : l l i l l l l ~ 1 1 1 1
D568
H108,45 M37 1996/ Manual of procedures on drug perocuremen
, ..
Submitted by :
Romeo C. Mascardo
Consultant
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TABLE OF CONTENTS
I. INTRODUCTION ---------------------------------------- 1-3
A. Background
B. Legal Bases for LGU Procurement
C. Overview of the Simplified Procurement
System of Neg:ros Oriental
U. GUIDE IN USING THIS MANUAL - - - - ~ - - - - 4
m. DEFINITION OF SELECTED TERMS ----- 5 - 9
IV. THE PROCUREMENT PROCESS ------------------- 10-24
Stage 1. PR/ROA ProcessiDg
Stage 2. BidcliDg Process
Stage 3. Payment Processing
V. POSSmLE CAUSES OF DELAY IN PROCUREMENT
ItROCESSING ---------------.---------------------------------- 25 - 32
ANNEX - FORMS
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1
I. INTRODUCTION
A. Background
This manual was prepared primarily as guide to the LGUs that
availed of the technical assistance under the USAID - Health Finance
Development Project (HFDP). It can also serve as reference ~ other
interested LGUs in streamlining their existing procurement system. It
should however be understood that while the proposed simplified drug
procurement is applicable to all LGUs, certain preparations will have to
be undertaken for its smooth implementation. It is therefore advised :
that this manual be read and the underlying principles be appreciated
first.
In developing this manual for the Province of Negros Oriental, the
Governor, the Provincial Technical Committee and other personnel
involved in the procurement process worked with the Consultant to
identify issues and concerns and collaboratively came out with this
improved process.
B. Legal Bases for LGU Procurement
The Local Government Code of 1991 provides the legal basis for the
property and supply management in the LGUs. The legal provisions are
contained in Sections 355-383.
Pursuant to Section 383 of the said Code, the Commission on
Audit (COA) issued Circular No. 92-386 also known on the Rules and
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Regulations on Supply and Property Management in the LGUs. It aims
to improve procurement system in the local governments.
Executive Order 215 was also issued by the President to allow for
expanded allotment system in the LGUs. The issuance of this executive
order recognizes the fact that procurement in the LGUs is a source of
problem that affects health delivery system. The implementing rules and
regulations for the EO however has not been issued as of this date.
C. Ove1view of the Simplified Procurement System of Negros
Oriental
The Local Government Code of 1991 and the COA Circular 92-386
otTer varying provisions that allow for a simplified procurement process.
For Negros Oriental, the following describe the framework of its
procurement system:
1. It uses the quarterly bulk purchase for all hospitals.
2. All hospitals must therefore submit their quarterly purchase
requests at a certain cut-otT date.
3. This will allow the simultaneous processing of the quarterly
requests thereby saving on valuable man hours spent on follow-
ups. Processing will also be done once every quarter unlike
before when PRs are prepared as often as needed.
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4. The system also uses the active participation of the therapeutic
committee which decides together with the different chiefs of
hospital the common drugs and medicine to be procured.
5. There is in place an active roster of accredited suppliers meeting
prescribed standards who are ready and willing to participate in
competitive bidding.
6. The quarterly bulk purchase minimizes the use of emergency
purchase for drugs which has been the subject of problems
during post - audits.
7. Redundant, circuitous, and unnecessary steps were eliminated
without sacrificing internal control and violating existing
government regulations.
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II. Guide In Using This Manual
This manual was prepared as a user-friendly guide that allows
laymen to find it easy to understand. Instead of using a complicated flow
chart, a simple one describing the series of offices where documents go
and the corresponding action taken. Each stage is presented in one flow
chart appropriately coded. Immediately after the said flow chart are the
details describing the process within each office.
Example: The PR/ROA Processing Stage is the first chart. The
first block coded as A represents the End-users. The documents use
under that transaction are the PR and the ROA. Consolidation of
requests of different units in the hospital into one purchase request
takes place at this time.
The next page amplifies the activities undertaken at the level of the
End users. Each step under End users is coded A.I, A.2, etc. Each step
is also clearly described at the lower portion of the chart.
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m. Definition of Selected Terms
As Applied to this Proposed System
Annual Procurement Plan.
- refers to the itemized list prepared by the head of the department
or office showing the kind, estimated quantity, estimated cost, description
of supplies or property together with the balance on hand, if any, required
by the department or office for the ensuing fiscal year.
Annual Procurement Program.
- refers to the itemized list prepared by the local chief executive
showing the kind, estimated quantity, estimated cost, description of
supplies together with the balance on hand, if any, required by the local
government for the ensuing fiscal year. The annual procurement program
shall essentially be based on the anrwal procurement plan.
Amendatory Procurement Plan
- is the itemized list prepared by the head ofthe department or office
showing the required supplies in a fiscal year in lieu of those deleted,
canceled or substituted in the approved anrwal procurement plan shall be
supported by a writtenjustification.
Amendatory Procurement Program
- refers to the itemized list prepared by the general services officer
or local treasure, as the case may be, for the approval of the local chief
executive showing the required supplies in a fiscal year in lieu of those
deleted, canceled or substituted in the approved anrwal procurement
program. The amendatory procurement program shall be supported by
amendatory procurement plan.
Award
- is the decision of the Committee on Awards as to who among the
suppliers shall get the order or contract.
Bidder's bond
- is a bond in cash, certified or cashier's check or surety required of
bidders before they can participate in any competitive bidding, to
guarantee in good faith the submission of their tenders and acceptance of
all the terms and conditions thereof
!
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Bona-Fide Bidder
is a regjstered merchant licensed as manufacturer, producer,
regular dealer or service establishment with reputable establishment for at
least three (3) months prior to the public bidding he intends to participate
in.
Canvass, Sealed
- is one wherein an offer is received by the authorized official in a
sealed envelope or the like.
Defective Bid
- is a bid which complies with the advertised descriptions and
specifications but not with the terms and conditions in the invitation to bid.
EDlergency
- refers to any event or occurrence wherein the need for supplies or
property has become exceptionally urgent or absolutely indispensable and
only to prevent imminent danger to, or loss of, life orproperty.
Habitual Delinquent
- refers to a contractor!supplier who fails to abide by or comply with
the terms and conditions of his contract for two (2) or more times within a
period ofone (1) year.
Invea.tozy
- is an itemized list of supplies or property on hand containing
designation or description ofeach specific article with its valuation.
IssneSlip
is the document used as evidence in the transfer of non-
consumable supplies or property from the generol services officer,
municipal or barangay treasurer, as the case may be, to a department head
for issuance to the end - user.
ITB
- refers to the Invitation to Bid.
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Lowest Complying and Reasonable Bid
- refers to the proposal of one who offers the lowest price, meets all
the technical specifications and requirements of the supplies or property
desired and, as a dealer in the line of supplies involved, mainiains a
regular establishmeni, and has complied consisterulu with previous
commitmenis.
Negotiated Purchase
refers to the procurement of supplies without public bidding
undertakenfor the purpose.
. Non-complying Bid
- is a bid which does not comply with the advertised descriptions
and specifications.
Performance Bond
- is a bond in cash, certified or cashier's check or surety, required of
winning bidders to guaraniee performance of an order or contract.
Personal Canvass
- refers to a mode ofprocurement allowed as an exception to public
bidding whereby designated canvassers request price quotations from at
least three (3) responsible suppliers in the locality.
PR
- refers to purchase request use in the requisition of supplier or
property not to be carried in stock.
Procurement
- refers to the acquisition of supplies or property, including non-
personal services, by written order or contract through bidding or
negotiation or by transfer under existing laws or regulations.
Purchase
- refers to the act ofprocuring or acquiring supplies or property for a
price.
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Purchase Order
- is a contract between the local government and the suppliers or
dealers for the delivery of supplies at a stipulated amount and includes,
among others, quantity, period and mode of delivery, unit and total price
per item, and mode ofpayment.
Repeat Order
- is a fonn of negotiated purchase whereby a local government unit
buys from the same supplier, the same items at the same terms and
conditions as the original purchase within three (3) months therefrom.
RIV
means Requisition and Issue Voucher use in the requisition of
supplies or property carried in stock. .
Specification
refers to technical description of supplies or property being
requisitioned or ordered; which should be clear and complete, including if
necessary, the specific uses therefor and how acceptability thereof can be
determined.
Standard
refers to a gauge which has been established by authority,
customer common acceptance as proper and adequate for a given purpose.
Suitable Substitute
- refers to that kind of article which would serve substantially the
same purpose or produce substantially the same purpose or produce
substantially the same results as the brand, type, or make of article
originally desired or requisitioned.
Supplemental Procurement Plan or Procurement Program
- is the itemized list showing the required supplies in a fiscal year
not covered in the annual plan or program.
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Supplies or Property
- includes everything, except real property, which may be needed in
the transaction of public business or in the pursuit of any undertaking,
project, or activity, whether in the nature of equipment, furniture,
stationery, materials for construction or personal property of any sort,
including non-personal or contractual seroices such as the repair and
maintenance of equipment and furniture, as well as trucking, hauling,
janitorial, security, and related services.
Tender
- is synonymaus with proposal, bid or the quotation for supplies or
property offered.
Terms and ConditioDS
- refer to other requirements not affecting the technical specifications
and requirements of the supplies or property desired such as bonding,
terms ofdelivery and payment, and related preferences.
Winning Bidders
are bidders who have received awards of contract or orders.
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IV. THE PROCUREMENT PROCESS
Stage 1. PR/ROA Processing
Stage 2. Bidding Process
Stage 3. Payment Processing
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Purchase Request (PR) I Request for Obligation
of Allotment (ROA) Processing Stage
OFFICE DOCUMENT/S USED ACTION/S TAKEN
END- USERS
Consolidation of requestsof
(Different Hospitals)
PR/ROA
different units inthe hospital under
A
onePurchase Request
L
INT. PROV HEALTH OFFICE
Approval ofrequisition byPHOas
(!PHO)
PR/ROA
department head
R
t
PROV BUDGET OFFICE
Certification on ROAthat appro-
(PBO)
PR/ROA
priation exists
C
t
PROV TREASURER'S OFFICE
Certification on ROAthat funds
(PTO)
PR/ROA
are available
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PROV ACCOUNTING OFFICE
Certification on ROAthat amount
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(PAO)
PR/ROA
ofexpenditure hasbeenobligated
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Note:
A- End-user hospitals include the provincial, districtandmunicipal hospitals
B - IPHO, which supervises all hospitals underthe LGU, is headed by the
Provincial Health Officer, as department head.
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I.
Purchase Request (PR) / Request for Obligation
of Allotment (ROA) Processing Stage
I A END-USERS I
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Records Clerk ChiefofHospital
A4 A3
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INT. PROV HEALlH OFFICE
(!PHO)
R
A - END-USERS
Al - At. the level of the Provincial, District and Municipal Hospitals,
different sections of the hospital will be submitting their requisi-
tions covering a certain period.
A 2 - The requisition slips are sent to their respective Supply Officers
for preparation ofPRIROA They also check ifiterns requested
appear in the annual procurement plan.
A3 - The chief ofhospital signs the PR
A4 - The PR / ROAgoes to the records clerk for recording and releas-
ing to the IPHO.
11
B- INTEGRATED PROVINCIAL HEALTH OFFICE
B.3- APHO or PHOsigns the PR
B.4 - Records document for releaseto the Provincial Budget Office.
Purchase Request (PR) / Request for Obligation
of Allotment (ROA) Processing Stage
12
Records Clerk
~ IS u p p ~ . ~ c e r )
B.1/B.4
~
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,
PHOorAPHO
B.3
END- USERS
(Different Hospitals)
A
PROY. BUDGETOFFICE
(PBO)
C
B.2- Supply Officer reviews / checks/ verifies, thenforwards to APHO
orPHO.
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B.l - Receives PRIROA from end-user hospitals. Records in logbook
andforwards to SupplyOfficer.
I B - INTEGRATED PROVo HEALTHOFFICE
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Purchase Request (PR) / Request for Obligation
of Allotment (ROA) ProcessingStage
INT. PROYHEALTH OFFICE
(IPHO)
B
C - PROVINCIAL BUDGET OFFICE I
Records Clerk
>
Budget Control
C.1/C.4
Clerk C.2
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Prov. Budget
Officer C.3
PROYTREASURER'SOFFICE.
(PTO)
D
C - PROVINCIAL BUDGET OFFICE
C.l - Receives documents fromIPHOand recordsin the logbook.
C.2 - Verifies / Checks existence of appropriation.
C.3 - Signs to certify that appropriation exists.
C.4 - Records therelease ofdocuments to Provincial Treasurer's Office.
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Purchase Request (PR) / Request for Obligation
of Allotment (ROA) Processing Stage
PROY. BUDGETOFFICE
(PBO)
C
J,
I D - PROVINCIAL TREASURER'S OFFICE
Records Clerk
")
Control
D.lID.4 Clerk D.2
Ir-
.
,
[ Prov.
PROY. ACCOUNTING OFFICE
(PAO)
E
D - PROVINCIAL TREASURER'SOFFICE
D.1 - Receives documents fromPBO andrecordsinthe logbook.
D.2 - Verifies / Checks availability offunds.
D.3 - Signs to certify that funds are available.
D.4 - Records the release of documents to ProvincialAccounting
Office.
14 .
E.l - Receives documents from PTOandrecords in the logbook.
--------------------------
E - PROVINCIAL ACCOUNTING OFFICE/
EA - Records the release of documents to Provincial General Services
Office.
15
]
PROY. GEN. SERVICES OFFICE
(pGSO)
F
PROY. TREASURER'S OFFICE
(PTO)
D
Purchase Request (PR)I Request for Obligation
of Allotment (ROA) Processing Stage
. Records Clerk
~ (
Accounting
)
E.t lEA
Clerk E.2
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~
froV. Accountant
E.3
E.3 - Signs to certifythat amount has beenobligated.
E - PROVINCIAL ACCOUNTING OFFICE
E.2 - Verifies I Checks amount to be obligated.
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OFFICE
PROY. GEN. SERVICES
OFFICE (pGSO)
F
COMMITTEE ONAWARDS
(COA)
G
PROY. GEN. SERVICES
OFFICE (pGSO)
H
I Bidding Stage I
DOCUMENT/S USED
PR/ROA
ITB
Sealed Bids
AbstractofBids
Purchase Order
Purchase Order
Delivery Receipt
Invoice
Inspection Report
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ACTION/S TAKEN
Signature onPR
Issuance to suppliers ofITBs
Sealed Bids Received
Opening of Bids
Preparation andsignee ofabstract
of bids
Preparation andapproval ofPOs
Sending out ofPOs
Receipt of Deliveries
Inspection ofDeliveries by ICU
F.l - Records in the logbook PRIROAreceived fromPAO
F.2- Supply Officer receives / initials PRfor signatureofPGSO
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PGSO
F.3 / F.5
PROY. ACCOUNTING OFFICE
(PAO)
E
[: BiddingStage I
Supplier
FA
F.3 - PGSOsignsPR
Issues Invitation to Bids (ITB) to suppliers
F. 5 - PGSOreceives sealed bids fromsuppliers
F.4- Suppliers receives ITB
F. PROVINCIAL GENERAL SERVICES OFFICE
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'-- ---J - - - ~ ) '---....::..:.. ---J
G.l - Committee on Awards opens bids submittedby suppliers
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PGSO
G.5
Provo Governor [
G.6 ~ ( - - - ' - _ ~ __..J
'PROY. GEN. SERVICES OFFIcE
(PGSO)
F
BiddingStage
G - COMMITTEE ON AWARDS
PROY. GEN SERVICES OFFICE
(pGSO)
H
G. COMMITTEE ON AWARDS
G.3 - Members on Committee on Awards sign AOB
G.4 - Supply Officer preparesPOs
G.6 - Governor signsPOs
G.5 - PGSOsigns POs
G.2 - Supply Officer prepares abstract ofbids
Note: TheCommittee on Awards is chaired bythe Governorwiththe following as mem-
bers: Budget Officer, Treasurer, Accountant, General Services Officer and the Provin-
cial HealthOfficer.
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H PROVINCIAL GENERAL SERVICES OFFICE
H.I - PGSO sends out POsto winning suppliers.
H2 - Suppliers make deliveries.
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Suppliers ]
H.2 ~
PGSO
H.1
H - PROVINCIAL GENERAL SERVICES OFFICE I
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INT. PROV HEALTH OFFICE
(IPHO)
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H.3 - IPHO- SOreceives deliveries for the provincial hospital.
PGSO- SOreceivers deliveries for other hospitals.
I Bidding Stage (
COMMITTEE ONAWARDS
(COA)
G
H.4 - Internal Control Unit inspects deliveries and preparesthe inspec-
tionreport.
I Int. Control Unit Supply Officer
: H4 ( H.3
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OFFICE
INT. PROV HEALTH OFFICE
(!PHO)
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PROV ACCOUNTINGOFFICE
(PAO)
J
iPROV TREASURER'S OFFICE
(PTO)
K
PROV GOVERNOR'S OFFICE
(pGO)
L
Payment Processing Stage
DOCUMENT/S USED
Disbursement Voucher
with supportingdocu-
ments
- sameas above -
Disbursement Voucher
Check
- sameas above -
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ACTION/S TAKEN
Preparationandsignatureof
disbursement vouchersby PHO
orAPHO
Certifies that DVs are supported
with receipts
Preparationandsigning ofchecks
bythe treasurer.
Approval oftheDVs
Signing ofchecks
I. INTEGRATED PROVINCIAL HEALTH OFFICE
1.1 - Preparation of disbursement vouchers
t.
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Department of Healtt1
D568 .
. H10B.45 M37 1996 '
1.2 - APHO I PHO signsthedisbursement vouchers
Payment Processing Stage I.
ROV. GEN. SERVICES OFFI
(pGSO)
H
PROY. ACCOUNTINGOFFICE
(PAO)
J
II - INTEGRATED PROVINCIAL HEAL-qI OFFICEI
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,--------------------------,
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I Payment Processing Stage
INT. PROV HEALTH OFFICE
(WHO)
[
I J - PROVINCIAL ACCOUNTING OFFICE 1
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PROVTREASURER'S OFFICE
'(PTO)
K
1. PROVINCIAL ACCOUNTING OFFICE
1.1 - Records Clerk receives DVs from IPHO
1.2 - Control Clerkls pre-audits, verifies with JAO, records inindexcard
(subsidiary)
J.3 - Provincial Accountant certifies that expenditures are properly sup-
ported with documents.
J.4 - Records Clerk releases documents to Provincial Treasurer's Of-
fice
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Payment Processing Stage
PROY. ACCOUNTING OFFICE
(PAO)
J
I K - PROVINCIAL TREASURER'S OFICE I
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, J
PROV GOVERNOR'S OFFICE
(pGO)
L
K PROVINCIAL TREASURER'S OFFICE
Kl - Records Clerk receives DVs from PAO
K.2 - Cashier prepares checks
K3 - Provincial Treasurer signs checks
K4 - Records Clerk releases documents to Provincial Governor's
Office
23
24
)
CASHIER
(-------
- PROVINCIAL GOVERNOR'S OFFICE
Payment Processing Stage
PROV TIrnASUlU!:R'S OFFICE
(PTO)
K
L.4 - Records Clerk releases documents to Cashier
L.3 - Provincial Governor signs DVs and checks
1.1 - Records Clerk receives DVs and checks from PTa
1.2 - Provincial Administrator reviews DVs and checks
1. PROVINCIAL GOVERNOR'S OFFICE
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v. Possible Causes of Delay in Procurement Processing
Reproduced below are some of the typical causes of delay in
government hospital drug procurement. These were published in the
HFDP Technical Brief # 8 of June 1995. Some of these observations,
made by the consultants under a related HFDP project, were also found
to be happening in most provinces..
The following situations if not properly addressed could lead to
delays in procurement processing. Some of these were actually observed
while others were shared by key staff during deliberations to identify
potential problem areas in implementing the proposed system. The
survey conducted by the Economic Development foundation to evaluate
the effects of implementing devolution on devolved hospitals revealed the
same observations which include the following :
1. Annual Procurement Plan Hapluu:ardly PI epared
The annual procurement plan (APP) of each hospital must
be carefully prepared. Not only the historical procurement
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experience of hospitals must be considered, but planned
activities for the coming year as well. While amendatory
procurement plan is allowed under the LGC, it will still have
to be approved by the Local Chief Executive (LCE) thereby
prolonging processing time.
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2. Annual Procurement Plan List Poorly Sequenced and
Clustered
All purchase requests (PRs) will have to be checked
against annual procurement program to ensure that they
were included therein. As there are numerous items listed in
the PRs to be checked against the APP, the process is time
consuming since there is no standard sequence and
clustering used in both PRs and APP.
3. PuTchase Request List Not in Accordaru:e with Annual
Procurement PI ogr am
Purchase requests that include items not covered by the
annual procurement program are returned to requesting
units. Several days or even weeks are wasted if requests
are returned due to inclusion of items not. covered by the
annual procurement plan of the hospital. This situation
is a common cause' of delay in the procurement
processing.
4. APP Pricing Not Based on Recent Prices (No Escalation
ProvidmIJ
Annual Procurement Plan for a particular year is
prepared one or two quarters prior to the start of the year
during budget preparation time. Estimated prices will
have to be indicated in the procurement plan which
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27
. )
normally is a year old if based on most recent purchases.
Reasonable allowance for increases should be considered.
If any price increase occurred during the year, it will
result in lesser volume supplies that may be procured for
the year out of the approve budget.
5. PR Comparison with APP not Thoroughly Checked by End-

Users
It should be the responsibility of the person preparing the
PR to see to it that it conforms with the APP to minimize .
incidents of returning non-responsive PRs which include
items not found in the APP. The reason responsible at
the hospital level is the Supply Officer. In a smaller
hospital, it is the Administrative Officer, concurrently
functioning as Supply Officer.
6. Budget Offtce FfguTes (AppnJprfatlon 1& ROAJ Not
Reconcf1ed with Accountfng FfguTes
Every time a PR is processed by the Budget .Office, the
balance of available appropriation is correspondingly
reduced. The prices of items requested are normally
based on estimates. It is only after the bidding process
that the actual prices are determined. There will be
variances between total prices recorded by the Budget
Office which were based on estimates and the actual
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prices of purchased items recorded by Accounting. If the
variances were not adjusted in the Budget Office's
appropriation not made available to a certain department
or hospital arising from this situation.
7. No System of DelegatfDn in Processing and App'OilClI
It was observed that if one of the persons in the
processing sequence is not available, the process stops.
To minimize unnecessary delays arising out of this
situation, it is imperative that a system of delegation be
in place.
8. Too 1JIIDny Document Jlltndtorlng Connols
Every time a document is received or released by one
office, it is recorded in the records control book. The
system evolved out of the experience of papers getting lost
while processing is in progress. It was observed that
there are cases where within one department, each
section maintains a recorded book that further adds to
the number of persons/stations where the papers go
through.
9. Limtted Dfstribution of Invttation to Bidders (ITB)
The call for bids must be given the widest publicity
possible. The practice of limiting bidders to a minimum
allowed by law might also delay procurement as it could
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29
result in failure of bidding. While failure of public bidding
for two consecutive times would allow negotiated
purchase, chances of getting better prices under a
negotiated purchase is slim considering the absence of
competition.
10. No vpdated List ofAccredited Suppliers
Maintaining a list of accredited suppliers will shorten
procurement processing as invitati0r:s can directly be
sent to them instead of merely relying on those who will
respond to call for bids. This will minimize chances of
failure of bidding.
11. Accepting PhDtocopisd Supplier Docrmumt..f Ion
Whenever photocopies of accreditation documents are
submitted, reference should be made to the original
documents. Better still, checking with the issuing parties
will eliminate the possibility of getting deceived by
unscrupulous bidders.
12. Postpordng the Signing of Abstracts of Bids
Since it takes some time to complete the abstract of bids,
some of the common practices of members of the Awards
Committee are : (1) to designate their representatives
during the opening of bids, have them initial the
abstracts and for the members of the Awards Committee
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to sign these abstracts later; and (2) they will personally
witness the opening of bids but for various reasons will
sign the abstracts later. Under both situations, the
possibility of each member of the Awards Committee
raising individual questions on the abstracts could cause
delay in further processing this document.
13. Poor .Documentat:lon of Minutes of Awards Committee
lJtfeetfng
If there were agreements or resolutions made by the
. Awards Committee before the presence of contending
bidders and no accurate documentation of the same was
kept, questions could later on be raised either by any
member of the Awards Committee or any bidder. To avoid
incidents like these, accurate minutes must be kept, duly
certified by the Committee Secretary,
14. Acceptlng PartklI Delfveriesor Postponing Delfr1erfes
While partial or postponed deliveries are allowed by law
under exceptional cases like force majeure, tolerating
partial or postponed deliveries could lead to abuses.
Winning bidders would not officially receive their copies of
the Purchase Orders because they still do not have stocks
on hand. It would later appear that they were sourcing
available stocks to fill in their winning bids.
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15. Accepting Delivery of Near - expfrlng Medfclnes
Procured items especially in the case of drugs and
medicines, are presumed to be fresh commercial stock. It
is known in the pharmaceutical industry that near
expiring medicines and drugs command lower prices. The
GSa must ensure that delivered stocks are fresh and
must not contain items that have limited expiration
period, otherwise, pharmacy units of hospitals will end up
with expired stocks.
16. Non-preparatUm ofMonth1:g 1rrventDry Repents
If no monthly inventory reports are prepared, control over
stocks is weak. This may lead to undetected malpractice
by certain parties that have control over stocks. Monthly
inventory reports, .together with the regular monthly
hospital operation statistical reports, will easily allow
analysis of proper utilization and application of inventory
items.
17. No Periodic Physfcal1nventDry Count
Regular physical inventory count must be done at least
once a year to reconcile stocks on hand against balances
shown in the inventory. records. Regular review of
expiration dates should also be made to allow usage of
drugs and medicines before its expiration dates.
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18. Inacttve TIIerapeu&: Committees and Health Boards
- The absence of an active therapeutic committee could lead
to the malpractice of each physician recommending their own
preferred brands thereby resulting in a long list of items to be
procured. This will certainly result in longer procurement
processing time.
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ANNEX: FORMS
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APPENDIX .
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teu Form No. 01
Name of loca.l GOvernment Unll _"_'__--,. -..:._
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Plan Control No.: ,P!'08
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Total
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Cost
Ouantlty
Cost
1a... 2nd Quanei' 3rd OUaner 4th QUarter
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This, itl to Certify th.dl,the .pow,J3focurement

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accordanc;e with

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tflls Office.
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Pfepared by: I
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of DIpannwntIOfflcet '.1,
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Program ConlI'OI NO.:
Amount'
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PSg8 01 Pag.s
!lepar1menllOnlee: RlJgulllJ Contingency , filial" cate SIibmi1led:
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Unit, ' ratAl
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forals
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. ,'Tl!fs Is lllcer'l!y tIIQ1 til. abo,YO procur.mOn' Ilfll9'Im ..
,10 In __tlIo ...joct_ <I 1I11s LGU:
RecolMWlded by:'
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by:
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General SoIYIc8II OffIC8I'lLocaI rlBaSUre, (local CIlllif Esecu1lvB)
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LGU FOIin No: 02
. PROCUREUENT-PRdCiiAU '.
,
Nalre at Lacal Goemmem Unit ' ,,. ,
. APPENDIX 'n"
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LGU Farm No: '03
AMENOAfORy,.pROCbREUENT'!'LAN
Name of.local Govem(TMInt Unit , .' '...':' d. r. , .: -, .
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/O,Dlce.:
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Amendatory No.:
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No. 'being oal. 'Ot Revillo";
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Revised
Planned Amount .. Date, Subry1itted:
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Unit


Item,):
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This is to cerllfy that lhe ubove amendatory plan ia in accordance with the ab;edives
of thin Office.
Pttlj'ared by:
(Head of O.partmontlOffioet
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APPENDIX V
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01 Pag81
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Date Sobrtitted
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JtJS1Btc:atiJns
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Pragrarn ,Amount: _
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Oua!ptlolt cczi Cost
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ThIS-ii to certify that th.. above- PrOgram
1& In accordance with IlleobIIdlMs ct'ttill LGU:
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, Genetal otfbtrfl_Traaurer
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B. ,hems Recommet'IW rot; Pra=rlpnent in lr..' oi
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ProgramNo. being Date- aI
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Name of locat Govemment.lInit= _ ........ _
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..L-_..I....-_-'-":"-.r......I----'_-L..__.J;-._";"';"'''''';''-'-':'''_--I1


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CERTIFIED CORRECT: _
General Services OfficelTtealurer
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RECEIPT
DepartmenflOffica Head
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1 CER"rlAED that .the above
. 'arenecessary for official
Vee .ancfWilr be' used solely for- to B . .." .'
!he projr...tl8ctivity" -. '0 y. .' ." ., . . Date
. ..'. .. Name, .Q'$lgnation
. '. &Signature .
-----..;...------_.
.Filled. by: _
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, .' .'...: .... to: --e-e _,_.__-:--_
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: 'APPROVED: 0 .
.. ,_.',loCal Chief .:....
Gen. Form No. 45(A) r -: ,." APPENo1X
: " REQI.t1SitION ISSUE
. No. :" ..' 0' 'QaIe:
.- .. ,., -----
10: G9....., Clffi\."8r1loCaJ Treasurer: ....................
FROM: Head; _
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PURCHASE REQUEST
'Gtand'Totaf__'_,'_.. >
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By:, .... ',,' '. ". :, "APPROVED: __
, H"8Bd LacaJ Chief ExeculiY8
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'1' further certify that the said suppU,s are ne(:8Ssary far ,
official use in .connection with the following aetivity(s]:
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I that the fer the :it)ove .supplies is' eXeljptfon-
any urgent or absolutely indispensable to:prevent imminont
. '. and real d8t1ger to. or loss 0.'. life or property. ;
rem
No. '.
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PWchUedFiaml::' I ., . ' ,,' l". : : ; ..:. Total
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TO: . ser;;ces Treasui-e;:': ." ..
FROM: Head' -. :- ..-.---
.De8Y&ryIShipment to:.. .' . . .' Period of. ._ ' ..
.. No. 05
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. APPENOIX "G"
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ORDER .
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LGU Form No. 06
No:: _.,..,.. ....... Date:. _
. Purchase Request No.: __......__ QlIle:
Name of Gov:ernnienl -.-:-----'-'"-..-.,...,:..:...,.-.;.;;.__
TO: SUppIi9rJD9aJer/Contractor:_ __...:,;.."___"___
Address: --.,.._,..:,:... "":"':';;':';":"__
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DepartmenlJOfflce WhereDefivery Delivery Period: .
is to be Made:
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Other Terms:
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Address
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Amount Nature Particulars
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. Price' Cost
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RecommRnding Approval:
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General Services OfncerILocalJl8ssurer CERTIFICATION'
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..' .. ' .. I.rtlceivedtoday;
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APPROVED:
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. 19":":. Purchase Order and,held
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local Chia.f. exeCutive: ,
myselfbound by the terms and
:stlpulallons 01 thecentracl and
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other
,
(Note: in caseof Negotiated PurchaSe pursU;: ,
ant-te Section 369 (a) 0' RA No., 7160; this'
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portion must be accomplished),
i
ContractoriOealerlSuppQer
:
Sanggunian Resolution No. :

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Certified Correct:
5eaetarylO theSanggunian
By:
Authorized Representative
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Name of Local Government Unit: -.,.__.-,; _
Requisitioning OfficeJOepartment: _'-:--_-.-.:......;'-'--:---'-....;...-......;-----
Name andDesIgnation of End-User: ----PRlRIVNo.: _
ExaetAddressiLOcationWhere Supplies WereDeUvered: _-.,. '--
Name and Complete Address of _
Delivery Utilization B ala nee
DesCription
of
Toia!
Articles
Unit
atlantlty Date' Quantity Date
COSI
Quantity
Amount
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I HEREBY CERTIFY this .;_' day
, ,
I HEREBYCeRTlFYlhis 'day
..'. .-
of
.
19__
the 'accuracy of .19_.
that we had
and eOriecmess 6f the above report. verilied and found eerreei the
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above report,
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DepllrtmenllOfflce Head, "
General Services, Olficellocal
Treasurer
APPROVED:
Local Chief Executive
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LGU Form No, 07'
REPORT OF UTlUZATION'
, , APPENDIX oW
APPENDIX' , .
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PROPERTYISsOE SuP
LGU Form No. 08
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Data.

Classk
Tollll
Oly Description
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PUid.as!

.'Number"
Value .Y8IUll

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'TRANsFEREE TRANsfEROR,
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I HEREBY CERTIFY thaI I
! I CERT,lfY that I have
,
haVil this day 01_'_'19 _
RECEII1ED Ihlli' day 01
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ISSUEOTo'
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19 tiom
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for
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o-n.I SeMc:es Olllcerl Na_ Signature & DosllJnllllan
lccal T,eaouf8t 01 Rocelvlng
011""',
. Name 01 Local Govemment Unit' .
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. APPENDIX
IIEM01W1D011. RECSPTfOR!II ARD
HONEXPENOAMDAmE,SUPPlEs oR PRoPeRlY
. ' . .. -. . -
Name of Lt7C8IGowmment Unit: DalB- .
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. i hel'8by have received lhis _' d3y of _, '
'19_ from " (Name of the 08piii.....ntI
ortice Head) the following which wilF_
(Office or Department) and 1 whl.ab :lam'lkilhediflleJl
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accountable.
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PTY
Unit of Description
Date
Property Class Unit
T.ota' .
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Issue Ac.qulred
No. No. Cost Cost
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Remarks/Qther Informalion (if any):,
End-User (Person' in actual' poasetision ol.the property,).:
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Name (Typewritl&n) DesignalitmlPosilion :Si;l'l3tUre
,LGU Form No. 09
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DescriPtion: '
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No.,
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of A'r1Idei '
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,Received, Cansurried ,R8iUmed Other qry ,Amount
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lGU FQFm'No. 10
Name of: Local, Govamment Unit:
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Gen.. Form;Ho.3O-A
INVOIce RECBPT FOR PROPERTY
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Local Government Unit: ..... .' '.,. .., .
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This is to certify that This is to certily'!h:tt
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This is lD certify that .1. have recommended the foregoing
transfer of supplies or property.
General Services Officerllocal Traasurar
This is to certify that Ihave approved the fOl9going transfer
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of supplies or property.
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Local Chief Executive
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Transfer Witnessed by:
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(Provincla/lCitylMuniclpal Auditor)
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APPEMJIX -rv
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" PROPERTY fIE1'URN'SUP '.
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HEREB'F,tERrIFY-' .. -HEREBY CERrlFY thai
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'RETURNED to:
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2nd Designatian) "(Mane and Designation)
the Uemllartfct the It_ma/Bttlct.. described'
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INVENTORY; .uG.\ APPRAISAL f# PROPER"
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INSPEcTION
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1ft tftls Nf:IOIt.
'I FURTHER CERnFY tMt the chposI!ton Iherwof Is 1ft my tM beGt 0
tOt' ill. Int.... 01 the ... ; '," .: '., ", . ". ' : ' ,
:" " " " or , :. I; , . , to the
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f CERTIFY tM..,.,. of 1UPPt'"'
pnlPeft)' It comet In..uory and there*Jf. I
hereby rt"qUel;t tot lhaft'; Inspectloft wftlctl I
bellw. ,.,eslUctlldbrl. 1l\Is con-
lisa ot _."'_ '
Namo or LDcal GowmlMft! Unt'
I CERTIFY
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praised wakJ-
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lutbn No, "
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CERllRCATE DISPosAL
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CERTtFIEO CORRECT
CERTIFICATE OF INSPECTION
, This is to' certify that I have this _"day- of 19...:.:-.
1nsp8cted the above4isted suppiieslproper1Y and found the same'
'ID be (wUh or without valuel . .. "
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Unit
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No. " ,_ Issue ,Cost
Gen.Fonn No. 61-A ,-.' .:
REPORT OF WAsTE MATERIALS
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Nama of l..OCaI 'GOvernment Unit: ... -,.' ..': .,' ",: ", ,...
DepanmentlOffice: __,
Place of Storage' .........-__,...-,
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SALES.INVOICE "FOR i .. :
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CERTIFICATION
I HEREBY CERTIFY that I have witneried' the delivery
to the Buyer whose' mime' and'signature appear herein the
articles shown in the column -aUANTITY RECEIVED BY"
THE BUYER-.
ProvinciallCJtylMunicipaJ Auditor
'Sold & I : ::-, .1 +!
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ate
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Location of ASset:
. Local Chief Executive
I HEREBY CERTiFY .... ,,:':'..' ... I:''HERES'Y CERTIFY
that the articles shown in that" haver this__ . di:ly ..
the column OUANTlty: 0'2;': ACCEPTED
RECEIVED BY THE the articles shown ' in the
BUYER- were delivered to -QUANTITY RECEIVED BY
'the- Buyer this ._._"_' . day of' 'BUVER'\ i >. >r
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General .. l,re8surer
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. LGtJ Form:' No. 13
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- 4L!MDN' e. II!LORS MD.

VOUCHER NO.
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GENTRIES
"CCOUNT CODE
ACCOUNTIN
FF flo- oSJECT CODE
6. REVES
O"oJV Incil'al
_TEDIWoIl!NIIJ SIClN"lU'll! OFIIICCOIMfAHT
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OFa-'I...... CWtTAlM
RECEIVED fROM __--::::=====- _
Republic of !he Philippines
DISBURSEMENT VOUCHER
OBlIGATIONNO,
CHECK
CERTIFIED: Adequllte eval1abllt lundBltludgelllry allolment In lJle amount of
p exp8llIItIa corIlled; supporIItd br doat-
I'IlIInISInltIklld per dl8dclIIlI and beCkhGreOt,IleIllUItcodeS pI'lI'IIous-ash
lIquIdaI8lraccaunlllCUar.
OFFICIAl. RECEIPT
PARTICULARS OF PAYMENT
PAYING AGENCY
e-.lFonn No. 5 (A'
AMNd ....... 111112
Bl
No.
Ai CE!RTlFIEO: 8qlenses.castJAdvS'OO
neeaBlISty. lawlul and
Incurred lUIder my
<lltect SUIJlI""islon,

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C'F" BID FOR FURl'rSElrG ANII
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OPENED AT -. .. - [

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Hoalth Lfficor II
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\-/0 r;c!''ti fy thnt thr,j bLd s 10r thrJ nbovo listed and/or ffictorialfi tho L:')strnct which cbcvo , oJ..
the timo end dato we to the of nIl submittod by us.
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( R8qui si t i 0 !::'. f:C Off:!. ern' Y .
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pl'ovi no iE'.l lie count n rrt

liThTiHt!J!' jioon (fiIrffuFfllb



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H108.45M37 1996/ Manual of procedwi,s-oni:lriig-:'"-pe-roc-ure-m-en---.l,
.

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Department of Health
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FIFTH. The names, nationalities and residences of the incorporators of the

Corporation are as follows:
.'
NAME
I
NATIONALITY RESIDENCE
SIXTH. The number of directors of the Corporation shall be __U, and the
names, nationalities and residences of the first directors of the Corporation are as
follows:

NAME NATIONALITY RESIDENCE

SEVENTH. The capital stock of the Corporation is --,- ....,.
( ), Philippine currency, divided into _=- -t-t- ( )
shares with the par value of (P)each share.
No issuance ortransfer of shares of stock of the Corporation which would reduce the
stock ownership of Philippine citizens or nationals to less than the minimum percentage
of the outstanding capital stock required by any applicable provisions ofthe Constitution,
statutes or regulations to be owned by Philippine citizens or nationals shall be made'or
effected by, or recorded in the books of, the Corporation. This restriction shall be
indicated in all stock certicates issued by the Corporation.
EIGHTH. At least twenty-five percent (25%) of the authorized capital stock stated
above has been subscribed as follows:
NAME OF
SUBSCRIBER
TOTAL
NO. OF SHARES
NATIONALITY SUBSCRIBED
=============
AMOUNT OF CAPITAL
STOCK SUBSCRIBED
==========::::===
------------7'}------------
NINTH. The above-named subscribers have paid at least twenty-five percent
(25%) of the total subscription as follows:

NAME OF
SUBSCRIBER
AMOUNT
SUBSCRIBED
TOTAL
PAID-IN
TENTH. 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 paid by the subscribers.
IN WITNESS WHEREOF, the parties hereto have signed these presents this
___ day of , 19__ at [Makati, Metro Manila], Philippines.
Signed in the Presence of:
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
[MAKATI, METRO MANILA] )S.S.
BEFORE ME, a Notary Public in and for [Makati, Metro Manila], Philippines,
personally appeared:
Res. Cert. No. Date/Place Issued
------------su------------

all known to me and by me known to be ttie same persons who executed the foregoing
instrument and who acknowledged to me that the same is their free and voluntary act
and deed.
IN TESTIMONY WHEREOF. I have hereunto set my hand and affixed my notarial.
seal this __day of 1987, at [Makati. Metro Manila), Philippines.
DOC. NO. __,
PAGE NO. __;
BOOK NO. __;
Series of 1993.
------------81------------
------------ANNEXF------------
BY - LAWS
OF
ARTICLE I
Offices
Section 1. Principal Office. The prlncipal office of ...."-_...,-,, herein-
after called the "Corporation", shall be located in , Republic of the
Philippines, at such place therein as the Board of Directors may fix.
Section 2. Other Offices. The Corporation may also have a branch office or
offices at such other place or places within or without the Republic of the Philippines
as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
Shares of Stock and Their Transfer
Section 1. Certificates of Stock. Each stockholder shall be entitled to receive
one or more certificates of stock showing the number of shares registered in his name
upon full payment of his subscription, together with interest and expenses thereon
if any is due. The certificates of stock shall be signed by the President or a Vice
President and countersigned by the Secretary or an Assistant Secretary of the
Corporation, and sealed with its corporate seal. They shall be issued in consecutive
order and be in such form as shall be approved by the Board of Directors.
Section 2. Transfer of Stock. Transfer of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the holder thereof,
or by his duly authorized attorney-in-fact or legal representative, so as to show the
names of the parties to the transaction, the date of the transfer, the number of the
certificate, and the number of shares transferred, and upon such transfer, the old
certificate shall be surrendered to the Corporation by the delivery thereof to the person
in charge of the stock and transfer books and ledgers, or to such other person as the
Board of Directors may designate, by whom it shall be canceled, and a new certificate
shall thereupon be issued. The term "person" or "persons" wherever used herein shall
be deemed to include any firm or firms, corporation or corporations, association or
associations. Whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary or to the said transfer agent, shall
be so expressed in the entry of the transfer.
-----------82 -----------

Section 3. Addresses of Stockholders. Each stockholder shall communicate to

the Secretary of the Corporation an address at which notices of meetings and all other
corporate notices may be served upon or mailed to him, and if any stockholder shall
fail to communicate such address, corporate notices may be served upon him by mail
at his last known post office address.
Section 4. Lost. Destroyed and Mutilated Certificates. The holder of any stock
of the Corporation shall immediately notify the Corporation of any loss, destruction
or mutilation of the certificates therefor, and the Board of Directors may cause to be
issued to him a new certificate or certificates of stock, upon the surrender of the
mutilated certificate or, in case of loss or destruction of the certificate, upon
compliance with the procedure required under Section 73 of the Corporation Code. The
Board of Directors may require the owner of the lost or destroyed certificate or his
legal representative to give the Corporation a bond in such sum, not exceeding double
the book value of such stock, and with such surety or sureties, as it may direct, to
indemnify the Corporation against any claim that may be made against it on account
of the alleged loss or destruction of any such certificate.
Section 5. Closing of Transfer Books. The Board of Directors may. by resolution,
direct that the stock and transfer books of the Corporation be closed for a period not
exceeding thirty (30) days preceding the date of any meeting of stockholders, or the
date for the allotment of rights or capital stock shall go into effect, as a record date for
the determination of the stockholders entitled to notice of, and to vote at, any such
meeting, or entitled to payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any change, conversion or exchange of the
capital stock, and in each such case only such stockholders as shall be stockholders
of record on the date sofixed shall be entitled to notice of, orto vote at, such meeting,
or to receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notWithstanding any transfer of any stock
on the books of the Corporation after such record date as aforesaid.
Section 6. Subscriptions. Unpaid subscriptions to the capital stock of the
Corporation shall be due and payable at any time or from time to time as they shall
be declared due and payable by the Board of Directors. Unless otherwise provided
in the subscription agreement, no interest shall be due on unpaid subscriptions until
such subscriptions are declared delinquent.
ARTICLE III
Meetings of Stockholders
Section 1. Place of meetings. All meetings of stockholders shall be held at the
principal office of the Corporation unless written notices of such meetings should fix
another place within [Metropolitan Manila], Philippines.
Section 2. Annual Meetings. The annual meeting of the stockholders for the
-----------SJ-----------
elections of directors and for the transaction of such other business as may come
before the meeting shall be held every of each year (which is not a legal
holiday). If the election of directors shall not be held on the day designated for the
annual meeting or at any adjournment of such meeting, the Board of Directors shall
cause the election to be held at a special meeting as soon thereafter as the same may
conveniently be held. At such special meeting, the stockholders may elect the directors
and transact other business as stated in the notice of the meeting with the same force
and effect as at an annual meeting duly called and held.
Section 3. Special Meetings. Special meetings of the stockholders may be called
at any time by resolution of the Board of Directors or by order of the President or upon
the written request of stockholders registered as owners of at least one-third (1/3) of the
total outstanding stock having voting powers. Such request shall state the purpose or
purposes of the proposed meeting.
Section 4. Notice of Meetings. Except as otherwise provided by law, written or
printed notice of all annual and special meetings of stockholders, stating the place and
time of the meeting and, if necessary, the general nature of the business to be
considered, shall be transmitted by personal delivery, mail, telegraph, orcable to each
stockholder of record entitled to vote thereat at his address last known to the
Secretary of the Corporation, at least fifteen (15) days before the date of the meeting,
if an annual meeting, or at least seven (7) days before the date of the meeting, if a
special meeting. Except where expressly required by law, no publication of any
notice of a meeting of stockholders shall be required. If any stockholder shall, in
person or by attorney-in-fact thereunto authorized, in writing or by telegraph, cable,
radio or wireless, waive notice of any meeting, whether before or after the holding of
such meeting, notice thereof need not be given to him. Notice of any adjourned
meeting of the stockholders shall not be required to be given, except when expressly
required by law.
Section 5. Quorum. At each meeting of the stockholders, the holder or holders of
a majority of the outstanding capital stock of the Corporation having voting powers, who
is or are present in person or represented by proxy, shall constitute a quorum for the
transaction of business, save in those caseswhere the Corporation Code requires the
presence at meeting, in person or by proxy, of a greater proportion of the outstanding
capital stock. In the absence of a quorum, the stockholders of the Corporation present
in person or represented by proxy and entilled to vote, by majority vote, or, in the
absence of all the stockholders, any officer entilled to preside or act as Secretary at
such meeting, shall have the power to adjourn the meeting from time to time, until
stockholders holding the requisite amount of stock shall be present or represented.
Section 6. Organization of Meeting. At every meeting of the stockholders, the
Chairman of the Board, or, in the absence of the Chairman of the Board, the President,
or, in the absence of the Chairman of the Board and President, a Chairman chosen by
a majority of the stockholders present in person or by proxy and entilled to vote
thereat, shall act as Chairman. The Secretary shall act as secretary at all meetings
----------84----------

of the stockholders. In the absence from any such meeting of the Secretary, the
Chairman may appoint any person to act as secretary of the meeting.
Section 7. Voting. At every meeting of the stockholders, each stockholder shall
be entitled to one vote in person or by proxy and, unless otherwise provided by law,
he shall have one vote for each share of stock entitled to vote and recorded in his
name in the books of the Corporation. At all meetings of the stockholders, all elections
arid all questions shall be decided by the majority vote of the stockholders present in
person or by proxy and entitled to vote, a quorum being present, except in cases where
other provision is made bystatute. Unless required by law, or demanded by astockholder
present in person or by proxy at any meeting, and entitled to vote thereat, the vote on
any question need not be by ballot. On a vote by ballot, each ballot shall be signed by
the stockholder voting, or in his name by his proxy if there be such proxy, and shall state
the number of shares voted by him.
ARTICLE IV
Board of Directors
Section 1. General Powers. Unless otherwise provided by law, the powers,
business and property of the Corporation shall be exercised, conducted and controlled
by the Board of Directors.
Section 2. Number, Qualifications and Term of Office. The number of directors
shall be five (5). Each director shall own in his own right at least one (1) share of the
capital stock of the Corporation. The directors shall be elected annually in the manner
provided in these By-laws and each director shall hold office until the annual meeting
held next after his election and until hissuccessorshall have been elected and shall have
qualified,or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. The directors named inthe Articles of Incorporation ofthe
Corporation and their successors in accordance with these By-laws shall hold office until
their successors shall have been elected and shall have qualified.
Section 3. Election of Directors. At each meeting of the stockholders for the
election of directors, at which a quorum is present, the persons receiving the highest
number of votes of the stockholders present in person or by proxy' and entitled to vote
shall be the directors. In case of any increase in the number of directors, the additional
directors may be elected by the stockholders (i) at the first annual meeting held after
such increase has been approved, or (ii) at a special meeting called for the purpose, or
(iii) at the same meeting authorizing the increase of directors if so stated in the notice
of the meeting.
Section 4. Quorum and Manner of Acting. Except as otherwise provided by
statute, by the Articles of Incorporation or by these By-laws, a majority of the number
of directors specified in the Articles of Incorporation shall constitute a quorum for the
transaction of business at any meeting, and the act of a majority ofthe directors present
at any meeting at which there is a quorum shall be valid as a corporate act. In the
-----------S,'i-------'-----
absence of a quorum, a majority of the directors present may adjourn any meeting from
time to time until a quorum be had. Notice of any adjourned meeting need not be given.
Section 5. Place of Meetings. The Board of Directors may hold its meetings at
the principal office of the Corporation or at such other places within or without the
Republic of the Philippines as the Board may from time to time determine or as shall
be specified or fixed in the respective notices or waivers of notice thereof.
Section 6. Organizational Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other business
as soon as practicable after each annual election of directors. Such meeting may be
held at anytime or place which shall bespecified in a notice given as hereinafter provided
for special meetings of the Board of Directors or in a consent and waiver of notice
thereof signed by all the directors.
Section 7. Special Meetings: Notice. Special meetings of the Board of Directors
shall be held when called by the Chairman of the Board, whenever there shall be one
in Office, or by the President, or by the Secretary at the request of any two (2) directors.
Notice of each such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least twenty (20) days before the day on which
the meeting is to be held, or shall be sent to him at such place by telegraph, cable, radio
orwireless, or bedelivered personally not later than five (5) days before the day on which
the meeting isto be held. Every such notice shall state the time and place of the meeting
but need not state the purpose thereof except as otherwise expressly provided in these
By-laws. Notice of any meeting olthe Board need not be given to any director, however,
if such notice iswaived by him inwriting orbytelegraph, cable, radio orwirelesswhether
before or after such meeting is held or if he shall be present at the meeting, and any
meeting of the Board shall be a legal meeting without any notice thereof having been
given to any director, if all of the directors shall be present thereat.
Section 8. Resignation. Any director of the Corporation may resign at any time
by giving written notice to the Chairman of the Board, the President or the Secretary. of
the Corporation. The resignation of any director shall take effect at the time specified
therein and, unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 9. Removal of Directors. Any director may be removed, either with or
without cause, at any time, by the affirmative vote of the stockholders holding or
representing at least two-thirds (2/3) of the outstanding capital stock entitled to vote
at a regular meeting or at a special meeting of the stockholders called for the purpose
and held after due notice as provided in Section 28 of the Corporation Code. The
vacancy in the Board caused by any such removal may be filled by the stockholders at
such meeting without further notice, or at any regular or at any special meeting called
for the purpose after giving notice as prescribed by the Corporation Code.
Section 10. Vacancies. Any vacancy in the Board of Directors caused by death,
-----------s>-----------

resignation, disqualification, or any other cause, except by removal and expiration of

term, may be filled by the majority vote of the remaining directors then in office,
constituting a quorum, and each director so elected shall hold office for a term to expire
at the next annual election of directors, and until his successor shall resign or shall have
been removed in the manner herein provided.
Section 11. Compensation. Except for reasonable per diem, directors, as such,
shall be entitled to receive only such compensation as may be granted to them by the
vote of the stockholders representing at least a majority of the outstanding capital stock
at a regular or special meeting of the stockholders. In no case shall the total yearly
compensation of directors, as such, exceed ten (10%) percent ofthe net income before
income tax of the Corporation during the preceding year.
ARTICLE V
Committee
Section 1. Executive Committee. The Board of Directors may, by resolution
or resolutions passed by a majority of all its members, create an Executive Committee
whose members shall be appointed by the Board. At least three (3) members of the
Executive Committee shall be members of the Board. Except as provided in Section
35 of the Corporation Code, the Executive Committee shall have and exercise all such
powers as may be elevated to it by the Board. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board whenever required.
The Board shall have the power to change the members of the Executive Committee at
any time, to fill vacancies therein and to discharge or dissolve such committee either
with or without cause.
Section 2. Other Committees. The majority of all the members of the Board of
Directors may by resolution create other committees with such powers and functions
as may be delegated to them by the Board. All such committees shall keep a record
of their proceedings and report the same to the Board, whenever required. The Board
shall have the power to appoint and remove the members of such committee and may
at any time with or without cause dissolve any of such committees.
ARTICLE VI
Officers
Section 1. Number. The officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents, a General Manager, a Secretary, a
Treasurer and such other officers as may from time to time be elected or appointed by
the Board of Directors. Any two or more positions may be held concurrently by the same
person, except that no one shall act as President and Secretary or as President and
Treasurer.
Section 2. Election, Term of Office and Qualifications. The Chairman of the
Board, the President, the Vice President(s), the General Manager, the Secretary and
----------S7-----------
the Treasurer shall be elected annually by affirmative vote of a majority of all the
members of the Board of Directors. Each officer shall hold office until his successor is
elected and qualified in his stead, or until he shall have resigned or shall have been
removed in the manner hereinafter provided. Such other officers as may from time to
time be elected or appointed by the Board of Directors shall hold office for such period,
have such authority and perform such duties as are provided in these r. y-Iaws or as the
Board of Directors may determine. The Chairman of the Board and Hi" President shall
be chosen from among the directors, and the Secretary shall be a resident and a citizen
of the Philippines.
Section 3. Removal. Any officer may be removed, either with or without cause,
by the vote of a majority of the members of the Board of Directors.
Section 4. Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors, or to the President. Any such resignation shall take
effect on the date of receipt of such notice or at any time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
Section 5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause may be filled for the unexpired portion of
the term by the Board of Directors.
Section 6. The Chairman of the Board. The Chairman of the Board shall, if
present, preside at all meetings of the stockholders and of the Board of Directors. In
the absence of the Chairman, the President shall perform the duties of the Chairman.
The Chairman shall also perform such otherduties asshall from time to time be assigned
to him by the Board of Directors.
Section 7. President. The President shall be the Chief Executive Officer of the
Corporation and, subject to the controi of the Board of Directors, shall have general care
and supervision of the business and affairs of the Corporation. He shall, if present,
preside at all meetings of the stockholders and of the Board of Directors, wheneverthere
shall be no Chairman of the Board in Office, or in the event of the death, absence or
inability to act of the Chairman of the Board. He may sign with the Secretary or an
Assistant Secretary any or all certificates of stock of the Corporation; provide the
stockholders and the Board of Directors such reports, memoranda, accounts and data
which may be required of him; and, in general, perform all duties incident to the office
of the President and such other duties as may from time to time be assigned to him by
the Board of Directors or as prescribed by these By-laws.
Section 8. Vice Presidents. At the request of the President, any Vice President
who is also a director shall perform all the duties of the President, and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the President. Any
Vice President shall perform such other duties as may, from time to time, be assigned
to him by the Board of Directors orthe Chairman of the Board orthe President. Any Vice
----------ss----------

President may also sign with the Secretary any or all certificates of stock of the
Corporation.
Section 9. The General Manager. The General Manager shall exercise direct and
active management of the business and operations of the Corporation; execute and
implement the orders, resolution and policies of the Board of Directors; submit such
reports; memoranda, accounts and data which may be required of him by the President
orthe Board of Directors; and, in general, exercise such powers and perform such duties
as may be incidental to his office or the management of the Corporation.
Section 10. The Secretary. The Secretary shall keep or cause to be kept in books
provided for the purpose the minutes of the meetings of the stockholders and of the
Board of Directors; shall give, or cause to begiven, notice of ali meetings of stockholders
and directors and all other notices required by law or by these By-laws; and in the case
of his absence or refusal or negiect to do so, any such notice may begiven by any person
thereunto directed by the President, or by the directors or stockholders, upon whose
request the meeting is called as provided in these By-laws; shall, unless otherwise
determined by the Board of Directors, be custodian of the records and of the seal of the
Corporation and see that the seal or a facsimile thereof is affixed to all documents the
execution of which on behalf of the Corporation under its seai is duly authorized in
accordance with the provisions of these By-laws, and shall attest the same; shall keep
a register of the post office address of each stockholder, and make all proper changes
in such register, retaining and filing his authority for all such entities; may sign with the
President any or all certificates of stock of the Corporation; shall, unless otherwise
determined by the Board of Directors, have charge of the original stock books, transfer
books and stock ledgers and act as transfer agent in respect of the stock and securities
of the Corporation; and, in general, shall perform all duties incident to the office of the
Secretary, and such other duties as from time to time may be assigned to him by the
Board of Directors or by the President.
Section 11. The Treasurer. The Treasurer shall give such bond for the faithful
performance of his duties as the Board of Directors may require. He shall have charge
and custody of,and be responsible for, all funds, securities, evidences of indebtedness
and other valuable documents of the Corporation, and deposit all such funds inthe name
of the Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these By-iaws; shall, at all reasonable
times, exhibit his books of account and records to any of the directors of the Corporation
where such books and records are kept; when required by the President or the Board
of Directors, shall render a statement on the condition of the finances of the
Corporation; shall receive and give, or cause to be given, receipts for moneys due and
payable to the Corporation from any source whatsoever, and payout money as the
business of the Corporation may require; and, in general, shall perform all the duties
incident to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors or by the President.
-----------S9-----------
Section 12. Compensation. The Board of Directors shall fix the salaries and
bonuses of all officers. The fact that an officer is also a director shall not preclude him
from receiving a salary or bonus, or from voting upon the resolution fiXing the same.
ARTICLE VII
Dividends and Finance
Section 1. Fiscal Year. The fiscal year of the corporation shall commence with
the opening of business on the [first day of January] of each calendar year and shall
close on the [31st day of December] of the same calendar year.
Section 2. Dividends. Dividends shall be declared only from the unrestricted
retained earnings and shall be payable at such time and in such manner and in such
amounts as the Board of Directors shall determine. No dividends shall be declared which
would impair the capital of the corporation.
Section 3. Auditors. Auditors shall be designated by the Board of Directors prior
to the close of the business in each fiscal year; who shall audit and examine the books
of account of the Corporation, and shall certify to the Board of Directors and the
shareholders the annual balances of said books which shall be prepared at the close of
the said year under the direction of the Treasurer. No director or officer of the
corporation, and firm or corporation of which such officer or director is a member, shall
be eligible to discharge the duties of Auditor. The compensation of the Auditor shall
be fixed by the Board of Directors.
ARTICLE VIII
Seal
The corporate seal of the Corporation, unless otherwise ordered by the Board of
Directors, shall be circular in form and shall bear the words and figures " _
19_
ARTICLE IX
Amendments
All By-laws ofthe Corporation shall be subject to amendment, alteration or repeal,
and new By-laws, not inconsistent with any provision of law may be made by the
affirmative vote of a majority of the Board of Directors and a majority of the outstanding
capital stock of the Corporation, given at an annual meeting or at any special meeting,
provided that notice of the proposed amendment, alteration or repeal or of the proposed
new By-laws be included in the notice of such meeting. The Board of Directors may
likewise amend, alter or repeal By-laws or adopt new By-laws, at any regular or special
----------<)()----------

meeting of the Board, if authorized by the stockholders as provided in Section 48 of the

Corporation Code.
The foregoing By-laws were approved by aJlthe incorporators ofthe Corporation at
__________, Philippines, on the _ day of . 19_.
ATTEST:
Chairman of the Stockholders' Meeting
Secretary of the Stockholders' Meeting
-----------<Jl-----------
------------ANNEXG--'------------
ARTICLES OF INCORPORATION
OF
______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 agreed to form a non-stock, non-profit corporation under the laws of the
Republic of the Philippines.
AND WE HEREBY CERTIFY: That
FIRST. The name of the corporation shall be_-:-.-:--;:- _
Foundation, Inc., hereinafter referred to as the "Foundation".
SECOND. The Foundation is formed for purely charitable, benevolent, civic, socio-
economic, and educational purposes and not for financial gain. More specially, the
Foundation will -
AND INFURTHERANCE OF THE PURPOSES AFORESAID, the Foundation shall
have the following incidental powers:
(a) To accept any gifts, contributions, endowments, grants, bequest and
devices of any kind of real or personal property which are necessary and
proper for the attainment of the purposes of the Foundation, and to hold,
acquire or administer any real or personal property given, devised or be-
queathed to it for the purposes of the Foundation;
----------g:l-----------

(b) To hold, buy, sell, exchange, hire, rent or lease, and to mortgage or
otherwise encumber, any real and personal property, and invest or re-invest
its funds, monies or properties in such undertakings and activities as may be
desired or necessary to carry out the purposes of the Foundation;
(c) To do and perform all acts and things necessary, suitable or proper for
the accomplishment of the purposes hereinabove stated or which shall at any
time appear conducive to the protection or benefit ofthe Foundation, including
the exercise of the powers, authorities and attributes conferred upon corpora-
tions organized under the laws of the Republic of the Philippines in general
upon domestic corporation of like nature in particular.
THIRD. The principal office of the Foundation shall be established or located in
__________, Philippines.
FOURTH. The term for which the Foundation isto exist shall be fifty (50) years from
and after the date of issuance of its certificate of incorporation.
FIFTH. The names, nationalities and residences of the incorporators of the
Foundation are as follows:
NAME NATIONALITY RESIDENCE
SIXTH. The Foundation shall have [nine (9)] trustees, and the names, nationalities
and residences of the first trustees of the Foundation are as follows:
~ .
NAME NATIONALITY RESIDENCE

SEVENT'H. (a) The property and income of the Foundation wheresoever derived
shall be applied solely towards the promotion of the purposes of the Foundation as set
- - - - - - - - - - - - ~ n - - - - - - - - - - - -
forth inthese Articles of Incorporation and no portion thereof shall be used ortransferred,
directly or indirectly, by way of dividends, bonuses or any other form of profit distribution
to the persons who at any time are or have been members of the Foundation or to any
person claiming through any of then, provided that nothing herein contained shall
prevent the payment in good faith of reasonable compensation to any officer or
employee of the Foundation, to any member thereof, rendered to the Foundation.
(b) In the event of its dissolution, all the assets of the Foundation, after paying its
liabilities, shall be disposed of and turned over to any foundation of its choice dedicated
to charitable, educational, socio-economic and medical pursuits, or to the Republic of
the Philippines or any of its agencies, instrumentalities or political subdivisions for a
public purpose, or as a competent court of justice would distribute to accomplish the
general purposes for which the Foundation is organized.
EIGHTH. The membership of the Foundation shall be comprised of such individuals
as may from time to time qualify and be admitted in accordance with the Bylaws of the
Foundation.
NINTH. has been elected by the incorporators as
the Treasurer of the Foundation to act as such until his successor is duly elected and
qualified in accordance with the By-laws, and as such Treasurer he has been authorized
to receive for and in the name and for the benefit of the Foundation all dues, fees,
donations or other contributions paid or given by the members and other parties.
IN WITNESS WHEREOF, we have hereunto signed these presents this _ ~ _
day of , 19_ at [Quezon City], Philippines.
SIGNED IN THE PRESENCE OF :
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) S.S.
BEFORE ME, a Notary Public, for and in the above jurisdiction, on this
__day of ,1993, personally appeared the following, to wit:
- - - - - - - - - - ~ .. -----------
t

z-

NAME CTC NO. DATE/PLACED ISSUED

all known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act and
deed.
This instrument denominated as ARTICLES OF INCORPORATION of
--,..,.-.,-;-c;:-.,--;;,-:-:-=:-:c FOUNDATION, INC. consists of L-l typewritten
pages including this page whereon this acknowledgment is found, signed by the parties
togetherwith theirtwo (2) instrumental witnesses onthe left hand margin of allthe pages.
WiTNESS MY HAND AND NOTARIAL SEAL on the date and at the place first
above-written.
NOTARY PUBLIC
DOC. NO. __
PAGE NO. __
BOOK NO.
SERIES OF'-,1c::-
99
:c:
3,-
.
-----------():)-----------
____________ ANNEX H ------------
BY-LAWS
OF
_______FOUNDATION, INC.
WE, the undersigned, constituting at least a majority of the entire membership of
__________ Foundation, Inc., hereby promulgate the herein By-Laws.
ARTICLE I
IDENTIFICATION
Section 1. Name. The name ofthe corporation shall be-r- _
Foundation, lnc., hereinafter referred to as the "Foundation".
Section 2. Nature and Objectives ofthe Foundation. The Foundation is aprivate,
non-stock and non-profit corporation whose objectives are those set out in its Articles of
Incorporation.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office of the Foundation shall be located
in , Philippines, at such place therein as the Board of
Trustees may fix.
Section 2. Other Offices. The Foundation may establish a branch office or offices
in such other place or places within or without the Philippines as the Board of Trustees
may from time to time determine or the work of the Foundation may require.
ARTICLE III
MEMBERS
Section 1. Members. The members of the Foundation shall be composed of tne
incorporators named in its Articles of Incorporation and such other natural persons as
may be admitted from time to time by a two-thirds vote of the members of the Board
of Trustees. The Board may also elect, by a unanimous vote, honorary members and
officers who shall have no authority over nor responsibility for the operations of the
Foundation.
Section 2. Application for Membership. The application for membership shall be
made in writing in a form approved and provided for such purpose by the Board of
Trustees. The conditions for membership in the Foundation shall likewise be determined
and prescribed by the Board of Trustees.
----------(Jf)----------

,
,
,
Section 3. Membership Fees and Other Duties. The Board shall prescribe from
time to time the required membership fees, dues and other assessments; provided,
however, that honorary members shall not be charged such fees, dues or assessments.
Section 4. Certificate of Membership. A certificate of membership shall be issued
by the Foundation to each member which shall be in a form prescribed by the Board of
Trustees. The certificate is non-transferable. In case a certificate is lost, destroyed, or
mutilated, a new certificate may be issued upon payment of a reasonable replacement
fee which the Board of Trustees in its discretion may require.
. Section 5. Membership in Good Standing. Any member, other than an honorary
member, (i) whose required fees, dues and other assessments are fUlly paid, (ii) has not
violated any provision of the Articles of Incorporation, these By- Laws, the rules and
regulations, circulars, memoranda and other issuances of the Board or the Foundation,
and (iii) has complied with all the obligations, duties and undertakings of membership
shall be considered in good standing and, unless otherwise provided by these By-Laws,
may avail himself of all the rights and privileges of membership in the Foundation.
Section 6. Limitation on the Right of Members to the Funds and Assets. No
member shall have or acquire any right, title or interest in the funds or assets of the
Foundation nor any vested right in the continuation of any privilege granted by the
Foundation, nor be entitled to share in the distribution of any assets of the Foundation
upon its dissolution. All funds and assets of the Foundation shall be utilized and applied'
by the Board of Trustees for the attainment of its purposes and objectives of the
Foundation as stated in its Articles of Incorporation and such other activities in
furtherance thereof.
Section 7. Termination of Membership. Membership in the Foundation may be
terminated either by withdrawal or expulsion therefrom. Any member desiring to
terminate his membership by withdrawal from the Foundation shall submit a written
notification to the Board of Trustees.
Section 8. Expulsion. If a member commits any act prejudicial to the interests of
the Foundation or refuses to comply with his duties and obligations as a member, the
Board of Trustees may, following a hearing, expel such member or, in lieu of expulsion,
order the suspension of the member's right to vote until such time as the Board shall
determine. During the period of suspension, the presence.of such member shall not be
required in determining the existence of a quorum or the number of votes required to
approve any course of action or proposition.
Section 9. Voting. At every meeting of the members of the Foundation, every
member in good standing is entitled to one vote. Every member in good standing may
vote by proxy at any meeting of the members in instances permitted by law. Appoint-
ments of proxies may be made only inwriting and shall begiven credence at any meeting
only if filed with the Secretary at least twenty-four (24) hours prior to the meeting. Any
member may appoint any other member as proxy only in his capacity as member but
not in his capacity as Trustee, if he isa Trustee.
----------- '- 91-----------
Section 10. Quorum. A majority of the members, present in person or by proxy,
shall constitute a quorum forthe transaction of business at any meeting of the members
ofthe Foundation, unless otherwise provided by lawor bythese By-laws. In the absence
of a quorum, those present althe time and place set forthe meeting ofthe members may
adjourn from time to time until a quorum shall be present.
Section 11. Annual Meeting. The annual meeting of the members of the Founda-
tion shall be held every of each year (which is not a legal holiday), at such
time as may be prescribed by the Board of Trustees.
ARTICLE IV
BOARD OF TRUSTEES
Section 1. Powers of the Board of Trustees. The Board of Trustees shall have
general charge of the properties, business, affairs and transactions of the Foundation
with the power to manage, direct and supervise the same under its collective responsi-
bility as provided in these By-laws or conferred upon it by applicable laws and
regulations.
Section 2. Number and Term. There shall be [nine (9) members] of the Board of
Trustees, each of whom shall be and remain members in good standing of the
Foundation. They shall be elected by a plurality vote olthe members in good standing
of the Foundation at their annual meeting and each Trustee shall serve for a term of one
(1) year until his successor shall have been duly elected and qualified in accordance with
these By-laws.
Section 3. Filling of Vacancies. In case any Trustee shall, by death, resignation,
incapacity to act or otherwise, cease to be a Trustee during his term, except by removal
or expiration ofterm, the remaining Trustees, in a meeting at which a quorum is present,
may by affirmative vote of the majority choose his successor to serve forthe unexpired
term or until the election and qualification of his successor. In case of removal or
expiration of term, a successor may be elected only by the affirmative vote of at least
a majority of all the members ingood standing of the Foundation at a meeting duly called
for that purpose.
Section 4. Place of Meeting. The members of the Board of Trustees may hold their
meetings at the principal office of the Foundation or at such other place as they may
determine from time to time.
Section 5. Regular Meeting. The regular meetings of the Board of Trustees shall
be held periodically and monthly at such time and place as the Board may determine.
Section 6. Special Meetings. Special meetings olthe Board of Trustees shall be
held whenever called bythe Chairman, the President or bythe written request of any five
(5) Trustees, and shall be held at the principal office of the Foundation or at such place
andtime as may bedesignated bythe Chairman, provided that notice of any such special
----------(Js----------
,.
.. A

,
\.
...
-
meeting shall begiven to the members of the Board at least twenty-four(24) hours before
such meeting. .
Section 7. Quorum. A majority of all the members of the Board shall be necessary
at all meetings to constitute a quorum for the transaction of business. Except as
otherwise provided by law, the Articles of Incorporation or these By-laws, every decision
of a majority of such a quorum duly assembled as a board shall be valid as a corporate
act.
Section 8. Compensation of Trustees. Members of the Board of Trustees shall
not receive any compensation in cash or in kind for their services as Trustees, but by
resolution of a majority of the members in good standing of the Foundation, expenses
of attendance at regular or special meetings of the Board may be allowed. Actual and
necessary travelling expenses of the members of the Board while engaged in serving
the interests of the Foundation and in pursuit of its defined objectives and purposes may
be allowed by special resolution of the Board.
ARTICLE V
OFFICERS OF THE FOUNDATION
Section 1. Officers. At the annual organization meeting of the Board of Trustees,
which shall be held immediately after the annual meeting of the members, or at any other
meeting duly called for the purpose, the Board of Trustees shall elect from among their
members in good standing the following officers of the Foundation: a Chairman, a Vice
Chairman, and a President. The Board ofTrustees shall by resolution appoint such other
officers as it may from time to time deem necessary, such as a Secretary and a
Treasurer, who need not be members of the Foundation. The Board of Trustees may
by resolution not inconsistent with these By-laws define the duties of such appointed
officers. The same persons may be appointed or elected to more than one office
provided the functions of such offices are not incompatible with each other. At a meeting
called for the purpose, the Board of Trustees may, by affirmative vote of a majority of
all the members, fill in any vacancy in any office for the unexpired portion of the term.
All officers shall hold office for one year and until their successors shall have been
elected or appointed and shall have qualified in accordance with these By-laws.
Any officer may be removed at any time for cause upon two-thirds (2/3) vote of all
members of the Board of Trustees.
Section 2. The Chairman. The Chairman of the Board of Trustees shall preside
at all meetings of the members and of the Board ofTrustees at which he shall be present.
He shall inform the Board of Trustees and the members ofthe Foundation of all matters
of interest to them. He shall also have all such other powers and duties as the Board of
Trustees may prescribe from time to time.
Section 3. The Vice Chairman. The Vice Chairman shall have such powers,
responsibilities and duties asthe Board ofTrustees may from time to time vest upon him
----------StSt-----------
by resolutions. He shall discharge the duties and exercise the powers of the Chairman
in the absence or incapacity of the latter.
Section 4. President. The President shall have general supervision overthe affairs
of the Foundation and its officers, other than the Chairman and the Vice Chairman.
Unless otherwise determined by the Board of Trustees and subject to such limitations
or guidelines which the Board of Trustees may issue from time to time, the President
shall have full power and authority on behalf of the Foundation to vote in person or by
proxy at any meeting of any institution in which the Foundation might be a member. He
shall likewise have all other powers incident to the office of the President and such other
duties and responsibilities as the Board of Trustees may from time to time fix by
resolution. The President may be assisted by one or more Vice Presidents which the
Board of Trustees may appoint upon his recommendation.
Section 5. The Secretary. The Secretary, who must be a citizen and a resident of
the Philippines, shall take and keep the minutes of all meetings, give notice of all
meetings to members and Trustees, have custody of the corporate seal, notify the
trustees of their election, prepare and present the business to be acted upon at all
meetings, keep appropriate copies of certificates of donations issued by the Foundation
for every gift or donation it receives, and in general, perform all duties incident to the
office of Secretary and such other duties as may be assigned to him by the Chairman,
the President or the Board of Trustees.
Section 6. The Treasurer. Subject to the provisions of these By-laws and to such
regulations as may from time to time be fixed by the Board, the Treasurer shall have
custody of the funds and securities of the Foundation. He shall receive for the
Foundation any and all contributions from persons and organizations in the Philippines
and in other parts of the world and, with the counter-signature of the Chairman or of the
President, issue a certificate of donation in such form as the Bureau of Internal Revenue
may prescribe in respect of every donation received by the Foundation. Heshall deposit
the funds of the Foundation, including contributions and securities. in such banks, trust
companies and other financial institutions as may from time to time be designated by
the Board of Trustees, and in general, perform all duties incident to the office of the
Treasurer andsuch otherduties asfrom time totime be assignedto himbythe Chairman,
the President, the Executive Committee orthe Board ofTrustees. He shall post a bond
in such sum as may be fixed by the Board of Trustees for the faithful performance of
his duties.
ARTICLE VI
COMMITTEES
Section 1. The Board of Trustees may, by resolution or resolutions passed by a
majority of all its members, create an Executive Committee of not more than five (5)
members who shall be appointed by the Board. At least three members of the Executive
Committee shall be members of the Board. Except as provided in Section 35 of the
Corporation Code, the Executive Committee shall.have and exercise all such powers as
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may be delegated to it by the Board. The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board whenever required. The
Board shall have the power to change the members of the Executive Committee at any
time, to fill vacancies therein and to discharge or dissolve such committee either with
or without cause.
, Section 2. Other Committees, The majority of all the members of the Board of
Directors may by resolution create other committees with such powers and functions as
may be delegated to them bythe Board. All such committees shall keep a record of their
proceedings and report the same to the Board whenever required. The Board shall have
the power to appoint and remove the members of such committees and may at any time
with or without cause dissolve any of such committees.
ARTICLE VII
UTILIZATION AND WITHDRAWAL OF FUNDS
Section 1. Utilization of Funds. The Foundation, on or before the __day of
the month after the close of its taxable year in which contributions, gifts
or donations are received, shall make utilization directly of such funds for the action
conduct of the activities constituting the purpose or functions for which it is organized and
operated, unless an extended period is granted by the Secretary of Finance; provided,
however, that utilization requirements shall be met as follows:
a. For administrative expenses. The amount of utiiization for administra-
tive expenses shall not exceed thirty percent (30%) of total donations for the
taxable year;
b. Approval ofthe Commissioner of Internal Revenue. Amounts set aside
or to be set aside for a specific project must have the prior written approval of
the Commission of Internal Revenue, pursuant to the laws or administrative
regulations currently in effect or as may be promulgated from time to time.
Section 2. Withdrawal of Funds. Withdrawal of funds of the Foundation, including
contributions or donations, which are deposited in banks, trust companies or other
financial institutions designated bythe Board in accordance with Section 4 of Article VIII
hereof, shall be made only on the signature of the officers of the Foundation designated
by the Board of Trustees for the purpose.
ARTICLE VIII
TRANSACTIONS
Section 1. Fiscal Year. The fiscal year of the Foundation shall commence on the
first day of January of each year and end on the thirty-first day of December of the same
year.
Section 2. Contracts. The Board of Trustees may authorize any officer or officers
to enter into any contract or execute and deliver any instrument in the name or in behalf
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of the Foundation, and such authority may be general or confined to specific instances
or undertakings.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders forthe payments
of money, notes or other evidence of indebtedness issued inthe name of the Foundation
shall be signed by such officers of the Foundation and in such manner as may be
determined by resolution of the Board of Trustees. "
1
Section 4. Depositorv. The Board of Trustees shall select one or more banks or
trust companies to act as depositories of the funds of the Foundation, and the Board of
Trustees shall determine the manner of receiving, depositing, disbursing or withdrawing
such funds.
Section 5. Audit of Accounts. The financial records of the Foundation shall be
subject to annual audit by an independent auditor designated by the Board of Trustees, .
and may be verified annually by the Commissioner of Internal Revenue or his duly
assigned representative for the purpose of ascertaining whether or not the Foundation
continues to meet the requirements for maintaining its qualified status as a tax-exempt
Foundation.
Section 6. Prohibition Against Sharing in Corporate Earnings. No member,
trustee, officer, agent, employee, or person connected with the Foundation, or any other
private individual, shall receive at any time any of the net earnings or pecuniary profit
from the operation of the Foundation; provided, however, that this shall not prevent the
payment to any person of such reasonable compensation for services actually rendered
to orforthe Foundation as shall be fixed by the Board ofTrustees. No person or persons
shall be entitled to share in the distribution of any of the corporate assets upon the
dissolution orwinding upof the affairs of the Foundation. All members of the Foundation
shall be deemed to have expressly agreed and consented that, upon dissolution or
winding up of the affairs of the Foundation, whether voluntary or involuntary, the assets
of the Foundation, after paying its liabilities, shall be conveyed and transferred to a non-
stock and non-profit foundation dedicated to the same objectives as the Foundation, or
to the Republic of the Philippines or any of its agencies, instrumentalities or political
subdivisions for a public purpose, or as a competent court of justice would distribute to
accomplish the general purposes for which the Foundation is organized.
Section 7. Seal. The Board ofTrustees orthe President, bydelegation of the Board,
shall provide a suitable seal for the Foundation.
ARTICLE IX
EXPENSES OF ADMINISTRATION
The President, assisted by the Treasurer, shall present to the Board of Trustees on
or before the end of of each year a proposed expense budget for the
following fiscal year. The Board shall adopt an expense budget not later than
__-t-t-r-r-__of each year. In no case, however, shall expenses for administration
exceed ten percent (10%) of the total donations for the taxable year.
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ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provision of these By-laws.
waiver of notice thereof. in writing and siqned by the person or persons entitled to the
said notice, whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE XI
f ~ AMENDMENTS
<
These By-laws may be amended inwhole orin part bythe affirmative vote of at least
o a majority vote of all the regular members in good standing of the Foundation at any
regular or special meetings where such action has been announced in the notice of the
said meetings.
ARTICLE XII
DISSOLUTION
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The members of the Foundation may, upon approval of at least two-thirds (2/3)
of the regular members in good standing .of the Foundation. initiate proceedings to
dissolve the Foundation. The Board may execute the dissolution under such conditions.
deemed necessary under and in accordance with the Articles of Incorporation and
applicable law.
ADOPTED in . Philippines this __ day of
==,..,....,:-;:-:==. 1993 by the unanimous affirmative vote of the entire membership
and members of the Board of Trustees of the Foundation,
Inc.
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t.,
A. CONSTITUTION AND STATUTES
1987 Constitution of the Republic of the Philippines
Republic Act No. 386, as amended (Civil Code of the Philippines) [1949]
The National Internal Revenue Code of the Philiopines, as amended (19771
Batas Pambansa Big, 68lCoJporation Code of the Philippines) (19901
Republic Act No. 6758 and Position Classification Act of 1989)
\ I
[1989]
Republic Act No. 6938 .::Code of the 'PhiliPPineS) (1980]
.
Republic Act, No. 6939 Authority Law) [1990]
. "-
Republic Act No. 7160 (Local Government Code of 1991) {1991}
B. EXECUTIVE ISSUANCES
Executive Order No. 292 (Administrative Code of 1987) /1987}
Administrative Order No. 59 ("Rationalizing the Government Corporate Sector")
(February 16, 19881
COA Circular No. 89-229A ("Restatement with Amendments of COA Circular
No. 89-229 on the Lifting of Pre-Audit of Financial Transactions of
National Government Agencies and Government-Owned or Controlled
Corporations") (September 8, 19891
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DBM Compensation Circular No.1 0 [October 2, 19891
DOF-CDA Joint Circular No. 1-90 ("Procedural Guidelines in the Availment of
Tax Exemption Privileges under Art. 62 [11of R.A. No. 6938") [November
7, 19901
DILG Memorandum Circular No. 90-104 [December 3, 19901
Implementing Rules and Regulations of the Local Government Code of 1991
[December 13, 19901
BIR Revenue Memorandum Circular No. 4891 ("Publishing the Provisions of
Articles 61 and 62 of RA No. 6938; Prescribing the Extent of Tax
Exemption of Cooperatives; and Providing the Guidelines for the Availment
Thereof") [June 18, 1991]
Rules and Regulations Implementing Certain Provisions of the Cooperative Code
of the Philippines
. DOH Rules and Regulations Implementing the Local Government Code of 1991
E.O. No. 53 ("Providing forthe Rules and Regulations Implementing the Transfer
of Personnel and Assets and Liabilities and Records of the National
Government Agencies whose Functions are to be Devolved to Local
Government Units and for Other Related Purposes") [January 22, 1992]
CDA Memorandum Circular No. 93-005 ("Exemption of Cooperatives from Local
Business Taxes, Fees and Charges") [March 25, 1993J
E.O. No. 96 ("Implementing Rules and Regulations on Cooperative Promotions,
Organization, Development and Supervision by Local Government Units")
[June 8,1993J .
C. JURISPRUDENCE
West Coastlife Insurance Co. v. Hurd, 27 Phil. 401 [19141
Smith & Co., Inc. v. Ford, 63 Phil. 513 [19361
Pirovano vs. The De la Rama Steamship Co., 96 Phil. 335 [19541
Tayag v. Benguet Consolidated, lnc., G.R. No. 23145, 26 SCRA 242 [19691
Sia vs. People, G.R. No. 30896,121 SCRA 655 (1983)
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Trade Unions of the Philippines andAllied Services rTUPASI v. National Housing
Corporation, G.R. No. 49677, 173 SCRA 33 [1989]
PNOC-EDC v. Leogardo, G.R. No. 58494, 175 SeRA 26 [1989]
Boyer-Roxas v. Court of Appeals, G.R. No. 100866,211 SCRA 470 [1992]
D. COMMENTARIES AND ANNOTATIONS
Agbayani, A.F., Commentaries and Jurisprudence on the Commercial Laws of
the Philippines, Vol. 3 [19881
Campos, J.C., Jr. The Corporation Code, Vols. 1 & 2 [19901
De Leon, H.S., The Law on Partnerships and Private Corporations [1987J
Santos, G.T., Jr., Corporate Management and Law in the Philippines [19871
Tolentino, A., Civil Code of the Philippines: Commentaries and Jurisprudence,
Vol. 1 [19901
Verzosa, M.F., The Philippine Cooperative Law Annotated [19911
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DOH Central Library
0816
H108.<45 MJ1 19904 f Managementand organizationaloptionsfor