MR. PILIPINO
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ARTICLES OF INCORPORATION OF MOVEMENT FOR THE REPEAL OF PHILIPPINE INDEPENDENCE LAW, INC., PILIPINO INTERNATIONAL NATIONAL ORGANIZATION
The undersigned, acting as incorporators of a Corporation not for profit under the Florida Not For Profit Corporation Act, as set forth in Chapter 617 of the Florida Statutes, adopt the following Articles of Incorporation for such Corporation:
ARTICLE I. NAME
The name of the Corporation shall be the MOVEMENT FOR THE REPEAL OF PHILIPPINE INDEPENDENCE LAW, INC., PILIPINO INTERNATIONAL NATIONAL ORGANIZATION.
ARTICLE II. TERM OF EXISTENCE
The Corporation shall have perpetual duration.
ARTICLE III. PURPOSE
PURPOSE: The Corporation is organized and operated primarily as a political organization as that term is now or hereafter defined in Section 527 of the Internal Revenue Code of 1954, as amended, to work, by legislative, judicial, executive, and other democratic means, for the repeal of the Tydings-McDuffie Act of 1934 (the United States law that granted independence to the Philippines) so as to revert the status of the Philippines as a commonwealth of the United States like Puerto Rico or to convert the Philippines as a state of the United States like Hawaii.
INUREMENT OF INCOME: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
DISSOLUTION CLAUSE: Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated primarily as a political organization as that term is now or hereafter defined in Section 527 of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), to work, by legislative, judicial, executive, and other democratic means, for the repeal of the Tydings-McDuffie Act of 1934 to revert the status of the Philippines as a commonwealth of the United States like Puerto Rico or to convert the Philippines as a state of the United States like Hawaii, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IV. NONSTOCK BASIS
The Corporation is organized upon a nonstock basis as defined in Section 617.011, Florida Statutes. The members of the Corporation shall be the members of the Board of Directors and such other individuals or entities as may be provided in the Bylaws of the Corporation.
ARTICLE V. PRINCIPAL OFFICE, REGISTERED AGENT, ADDRESS
The address of the Corporation is 16409 Ashwood Drive, Tampa, Florida 33624-1152 or such address within the State of Florida as the Board of Directors may from time to time designate. The street address of the initial registered office of the Corporation is 16409 Ashwood Drive, Tampa, Florida 33624-1152. The name of its initial registered agent at such address is Roberto R. Ruelo.
ARTICLE VI. DIRECTORS
The powers of the Corporation shall be exercised, its property controlled, and its affairs conducted by a Board of Directors. The directors shall be elected by the incorporators of the Corporation. Their term of office shall be as stated in the Bylaws of the Corporation. The number of directors of the Corporation shall be six (6); provided, however, that such number may be increased or decreased from time to time by the incorporators of the Corporation but may never be less than three. The names and addresses of the initial directors who shall hold office until an election is held by the members of the Corporation for the election of regular directors or until their successors have been duly elected and qualified are:
Name Address Roberto R. Ruelo 16409 Ashwood Drive
Tampa, FL 33624-1152Bert A. Almeda 15913 Mystic Way
Tampa, FL 33624-6815Fernando A. Almeda, Jr. Baybay Parola
Surigao City, Philippines 8400Gener Brojan 1606 Gray Bark Drive
Oldsmar, FL 34677Ernesto S. Montilla 5922 E. Whiteway Drive
Tampa, FL 33617
ARTICLE VII. OFFICERS
The qualifications, manner of election or appointment, and tenure of office of the officers of the Corporation shall be as stated in the Bylaws of the Corporation.
ARTICLE VIII. INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees or agents in those cases as now or hereafter provided in Section 607.0834, Florida Statutes.
ARTICLE IX. BYLAWS
The initial Bylaws of the Corporation shall be adopted by its Board of Directors. The Bylaws shall be altered, amended, or repealed by a majority vote of the members of the Board of Directors of the Corporation in a meeting called for the purpose, there being a quorum.
ARTICLE X. AMENDMENTS TO ARTICLES OF INCORPORATION
These Articles of Incorporation shall be amended by a two-thirds vote
of the members of the Board of Directors of the Corporation in a meeting
called for the purpose, there being a quorum.
IN WITNESS WHEREOF, we, the undersigned, being the incorporators of this Corporation, have executed these Articles of Incorporation on this 4th day of July, 2005, at Tampa, Hillsborough County, Florida, U.S.A.
____________________________
ROBERTO R. RUELO
____________________________
BERT A. ALMEDA
____________________________
FERNANDO A. ALMEDA, JR.
Having been named as registered agent to accept service of process for the above stated corporation, at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity.
Dated: July 4, 2005.
___________________________
ROBERTO R. RUELO
Registered Agent
