Global Blessings Operation Inc.

INTRODUCTION:

GBOI is a local non-profit, non-religious organization within a nation-wide movement dedicated to saving lives and ending poverty and illiteracy among the people.

Our Vision

We seek a world of hope, tolerance and social justice, where poverty has been overcome and all people live with dignity and security.

Our Mission

GBOI works locally and around the globe to save lives, defeat poverty and achieve social justice.

Our Focus

We put women and girls in the center because we know that we cannot overcome poverty until all people have equal rights and opportunities.

Principles

Independent of political, commercial, military, ethnic or religious objectives GBO promotes the protection of humanitarian space. We provide assistance on the basis of need, regardless of race, creed or nationality addressing the rights of vulnerable groups, particularly women and girls.

GBOI follows a set of Programming Principles in our emergency, rehabilitation and long-term development work. GBOI's principles are aligned with those of many other humanitarian agencies, and include:

• Promote empowerment
• Work in partnership with others ·
• Ensure accountability and promote responsibility
• Address discrimination
• Promote the non-violent resolution of conflicts
• Seek sustainable results

ARTICLES OF INCORPORATION 

ARTICLES OF INCORPORATION  OF GLOBAL BLESSINGS OPERATION, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, who are all of legal age, and a majority of whom are residents of the Philippines, have this 11th day of January, 2018, voluntarily associated ourselves together for the purpose of forming and establishing a non-stock and non-profit corporation under and in accordance with the laws of the Republic of the Philippines

AND WE HEREBY CERTIFY:

FIRST: ---That the name of the corporation shall be GLOBAL BLESSINGS OPERATION, INC.:

SECOND. --That the purposes for which the corporation is formed and organized are as follows:

To promote the advancement and development of education and training in the fields of industrial, technological, agricultural, health, environmental,  biological, physical and social sciences as well as the humanities and all other sciences or fields of human knowledge and culture, with special emphasis on spiritual values, development, training and related activities designed to contribute to maximization of economic and spiritual productivity, and community development, wider distribution of social, economic and spiritual  values and protection and improvement of the environment, through financial aid and support, grants, scholarships, sponsorship, donations and other forms of assistance out of the funds of the Foundation and also, to encourage every Filipinos to help improve our lives.

AND IN THE FURTHERANCE OF THE FOREGOING:

1.    To undertake, directly finance or assist developmental work and/or granting of scholarship for scientific and technological manpower training, including but not limited to the establishment of professorial chairs, in the field of industry, agricultural, health sciences, biological and physical sciences and social science and the humanities;

2.    To sponsor, support, promote, encourage and finance educational activities and projects; conduct or otherwise support, find and provide ways and means to give educational and/or travel grants, seminars, lectures, conferences, meetings and exhibitions calculated to attain that purpose;

3.    To acquire, purchase, own, hold, operate, develop, lease, mortgage, pledge, exchange, sell, transfer, or otherwise, in any manner permitted by law, real and personal property of every kind and description or any interest therein as may be necessary for or conducive to the carrying out of its purposes;

4.    To raise money for any of the purposes of the organization and from time to time, without limit as to amount, to draw, make, accept, endorse, guarantee, execute and issue promissory notes, drafts, bills of exchange, warrants, and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment thereof and of the interest thereon by mortgage on or pledge, conveyance or assignment in trust of, the whole or any part of the assets of the Organization, real, personal, or mixed, including, contract rights, whether at the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose of such securities or other obligations of the Organization for its corporate purposes;

5.    In furtherance of its purposes, to invest the funds of the Organization, provided that the net profits derived from said undertaking shall not inure to any of the trustees, officers or members or any private individual but shall be exclusively for the maintenance and carrying out of the purposes of the Organization, and to enter into, make, perform and carry out, or cancel and rescind contracts of every kind and for any lawful purpose with any person, firm, association, corporation, syndicate, domestic or foreign or international;

6.    As may be necessary or proper to carry out and in connection with its purpose, to make any guaranty respecting securities, indebtedness, interest, contracts or other obligations so far as the same may be permitted to be done under the laws of the Republic of the Philippines;

7.    In general, to carry on any activity and to have and exercise all of the powers expressly conferred by the Corporation Law and other laws of the Republic of the Philippines or reasonably necessary or proper for or incidental to the realization of the purposes of the Organization:

THIRD: --That the ORGANIZATION shall be maintained by the contributions of and endowments from persons, partnerships, corporations and other entities and supporters thereof, whether domestic or foreign;

FOURTH: -- That the place where the principal office of the Organization is to established or located is at Gusa, Cagayan de oro City, Republic of the Philippines. The Organization 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 Trustees may from time to time determine or the operations and activities of the Organization may require;

FIFTH: --That the term for which said Organization is to exist is FIFTY (50) years from and after the date of incorporation;

SIXTH: --That the names, nationalities, and residences of the incorporators of the said Organization are as follows:

SEVENTH: --That the number of Trustees of said Organization shall be FIVE (5) and the names, nationalities and residences of the Trustees who are to serve three (3) years until their successors are elected and qualified as provided by the By-Laws are as follows:

EIGHTH: --That JUANITA C. REGINO has been elected by the incorporators as Treasurer of the Organization to act as such until her successor is duly elected and qualified in accordance with the By-Laws and that such Treasurer she has been authorized to receive all fees, contributions or endowments given to, received by and appertaining to the said Organization;

NINTH: --In the following cases, approval by the affirmative vote of at least two-thirds of all the members the Board of Trustees, as well as approval or ratification by the affirmative vote of at least two-thirds of all the members of the Organization entitled to vote, shall be necessary for a valid corporate act of the Organization;

(a) Amendment of the Articles of Incorporation

(b) Amendment, repeal or adoption of new By-Laws;

(c) Sale, mortgage or other disposition of all or substantially all of the assets of the Foundation; and

(d) Change in the number of members of the Board of Trustees.

TENTH: --The Organization shall be organized and operated in the interest of the public. No part of its property or income shall inure to the benefit of any member, trustees or officer, or any private individual, corporation or association except as may be necessary to pay all lawful expenses and costs actually incurred in connection with the realization of such income and the acquisition of such property, and to compensate reasonably staff members and consultants for actual and substantial services rendered in furtherance of the purposes of the Organization.

ELEVENTH: --That at least Fifty One Per Centum (51%) of the gross income of the Organization as defined by the National Internal Revenue Code, shall be devoted to undertaking, directly financing or assisting fundamental or pure research, applied research, development and instructional work and/or economic evaluation and/or granting of scholarships for scientific and technological manpower training, including the establishment and/or financing of professorial chairs, in any or all of the following fields:

a) Child Involvement

b) Education

c) Health and Nutrition

d) Disaster Response

e) Values Formation

f) Livelihood Program

g) Ministry of Help

TWELFTH: --In the event that the Organization should place any of its funds or properties for management by a trustee or investment manager, such trustee or investment manager shall be a qualified bank, trust company or other financial institution authorized to administer as trustee or manage funds and/or properties of third parties, provided, that the designation of such trustee or manager shall be first submitted to, and be subject to the approval of, the GLOBAL BLESSINGS OPERATION, Inc., Board, and provided, further, that the terms under which funds and/or properties of the Organization are to be managed or administered shall expressly contain a stipulation giving the GLOBAL BLESSINGS OPERATION, Inc. Board authority to inspect the portfolio or account of the Organization.

THIRTEENTH: --A member of the GLOBAL BLESSINGS OPERATION, Inc.  Board Committee on GLOBAL BLESSINGS OPERATION, Inc., or its authorized representative, may sit with the Board of Trustees of the Organization as an ex-officio member or observer.

FOURTEENTH: --In the event of dissolution of the Organization, its remaining assets, after the payment of the liabilities, shall be disposed of and turned over to any organization of its choice dedicated to scientific pursuits, or to the Republic of the Philippines or any of its agencies or instrumentalities or political subdivisions.

B Y - L A W S OF GLOBAL BLESSINGS OPERATION, INC.

We, the undersigned, constituting a majority of the entire membership of YES FOUNDATION, INC., hereby promulgate the herein By-Laws.

ARTICLE I

Identification

Section 1: Name. - The name of the corporation shall be the GLOBAL BLESSINGS OPERATION, INC., hereinafter referred to as the "        Non-Profit Organization".

Section 2: Type of Organization. - The Organization is a non-stock and non-profit corporation organized, established and operated in the public interest and no portion of its funds and net income shall inure to the benefit of any of its members, trustees or officers.

Section 3: Purposes and Powers. - The purposes for which the Organization is formed and the powers that it may exercise are set forth in its Articles of incorporation.

Section 4: Seal. - The Organization shall have an official seal and an official symbol each to be of such design and to bear such inscriptions or features as the Board of Trustees may prescribe.

Section 5: Office. - The principal office of the Foundation shall be located in 045-Purok4A, Mizpah Street, Gusa, Cagayan de or city, Mindanao, Republic of the Philippines. The Organization 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 Trustees may from time to time determine or the operations and activities of the Organization may require.

ARTICLE II

Membership

Section 1: Members - The members of the Organization shall consist of the incorporators named in the Articles of Incorporation and such other persons as may subsequently qualify as members in accordance with the provisions of these By-Laws as from time to time amended.

Section 2: Classes of Members - There shall be two classes of members of the Organization: regular members and sustaining members.

Regular members shall consist of the incorporators named in the Articles of Incorporation of the Organization and all natural persons who contribute to the Organization the sum of one thousand pesos (P 1,000.00) or more and who are admitted as such by the Board of Directors of the Organization. Regular members shall be entitled to receive notice of and to attend the annual and special meetings of the members of the Foundation and shall be entitled to vote at such meetings in person or by proxy.

Sustaining members shall include all juridical persons or organizations who contribute to the Organization at least ten thousand pesos (P 10,000.00). Sustaining members shall be entitled to enjoy all the rights and privileges of regular members except the right to vote and to be voted for as trustee or officer of the Organization.

Section 3:  Admission of Members - Membership, whether regular or sustaining, in the Organization shall be through invitation, which invitation shall be issued by the President of the Organization upon recommendation of the Membership Admission Committee and approval of the Board of Trustees. Proposals for regular or sustaining membership may be made in writing by any regular member in good standing and submitted to the Membership Admission Committee.

Proposals for membership shall be evaluated by the Membership Admission Committee. If recommended by the said Committee and approved by the Board of Trustees, the recommended person or organization shall be invited to become a regular member or a sustaining member of the Foundation.

Section 4: Sustaining Member to Specify Representative - A sustaining member shall upon admission to membership communicate in writing to the Secretary of the Organization, the name, title, and address of the person authorized to represent it.

Section 5: Certificate of Membership - A certificate of membership shall be issued by the Organization to each class of members which shall be in such form as may be prescribed by the Board of Trustees, but shall not be transferable.

Section 6: Lost Certificate - In case a certificate is lost, destroyed or mutilated, a new certificate may be issued there for upon payment of a reasonable replacement fee which the Board of Trustees in its discretion may require.

Section 7: Termination of Membership - A person or organization shall cease to be a Member of the Organization upon death or dissolution or upon resignation or expulsion as provided in this code of By-Laws. A member may resign at any time by giving written notice to the Board of Trustees. Such resignation shall take effect at the time specified therein. A member may be expelled from the Organization by the affirmative vote of two-thirds of all the members of the Board of Trustees, subject to the approval by affirmative vote of two-third of the Members of the Organization entitled to vote, for conduct detrimental to the interests of the Organization or for other just cause.

ARTICLE III

Board of Trustees

Section 1: General Powers. - Except as otherwise provided by law or in the Articles of Incorporation or in these by By-Laws, all the corporate powers of the Organization shall be and are hereby vested in, and shall be exercised by, the Board of Trustees. The Board of Trustees shall have general supervision, management and control of the affairs, business assets and property of the Organization, and shall make rules and regulations not inconsistent with law or with these By-Laws for the management of the business and the guidance of the members, officers, employees and agents of the Organization.

Section 2: Number and Term - There shall be seven (7) members of the Board of Trustees, each of whom shall be and remain regular members in good standing of the Organization. The trustees shall be elected by the regular members of the Organization to serve a term of three (3) years and until the election and qualification of their successors.

Section 3: Filling of Vacancy - In case any trustee shall, by death, resignation, removal, incapacity to act or otherwise, cease to be a trustee during his term, his successor may be chosen by the affirmative vote of the majority of the remaining trustees if still constituting a quorum, to serve for the unexpired term and until the election and qualification of his successor.

Section 4: Place of Meeting - The members of the Board of Trustees may hold their meetings at the principal office of the corporation or at such other place as from time to time they may determine.

Section 5: Regular Meetings - The regular meetings of the Board of Trustees shall be held monthly or at such other times and at such place as the Board may determine.

Section 6: Special Meetings - Special meetings of the Board of Trustees shall be held whenever called by the direction or upon the order of the Chairman or by written request of any three trustees, and shall be held at the principal office of the corporation or at such place and time as may be designated by the Chairman, provided that notice of such special meetings shall be given to the members of the Board at least five (5) days before such meeting.

Section 7: Representative of GLOBAL BLESSINGS OPERATION, Inc. - The Committee on GLOBAL BLESSINGS OPERATION, Inc., Board shall be given notice of regular and special meetings of the Board of Trustees. A representative of the Committee on GLOBAL BLESSINGS OPERATION, Inc., Board shall attend all regular and special meetings of the Board.

Section 8: Quorum - A majority of the total number of members of the Board of Trustees shall constitute a quorum for the transaction of business. Except as otherwise provided by the laws or the Articles of Incorporation or these By-Laws, every decision of the majority of such quorum on any question or matter submitted to the Board at such meeting shall be valid as a corporate act.

ARTICLE IV

Meeting of Members

Section 1:  Annual Meeting - The annual meeting of the members' for the election of the Board of Trustees and for the transaction of other business requiring the decision of the members, shall be held at the principal office of the Organization on the second Monday of January of each year.

If for any reason the annual meeting of the members shall not be held at the time and place herein provided, the same may be held at any time thereafter, or the business to be transacted at such annual meeting may be transacted at any special meeting called for that purpose.

Section 2: Special Meeting - Special meetings of the members may be called at any time by the Chairman of the Board of Trustees, or upon written request of one-third (1/3) of the regular members of the Organization.

Section 3: Notice of Meeting - A written notice of every annual or special meeting of the members shall be given either personally, by mail or cable to each member of record at least ten (10) days before the date set for such meeting.

The notice shall state the date, place, and time of the meeting and if the notice pertains to a special meeting, it shall specify the purpose thereof.

Section 4: Voting - At every meeting of the members of the Foundation, every regular member shall be entitled to one vote. Every regular member at any meeting of the members may vote by proxy in instances permitted by law. Appointments of proxies may be made only in writing and shall be given credence at any meeting only if filed with the Secretary at least 24 hours prior to the meeting. A regular member may appoint any other person to act as proxy only in his capacity as member but not in his capacity as Trustee, if he is a Trustee.

Section 5: Quorum - The presence of a majority of the total number of regular members of record in the Foundation shall be requisite at every meeting to constitute a quorum for the transaction of any business thereat, unless otherwise provided by law or the Articles of Incorporation or these By-Laws. In the absence of a quorum, those present at the time and place set forth for the meeting of the members may adjourn from time to time until a quorum shall be present.

ARTICLE V

Officers of the Organization

Section 1: Election, Removal, Filing of Vacancies - At its organizational meeting in January of each year, the Board of Trustees shall elect from their members the following officers of the Organization: a President, a Vice-Presidents, a Treasurer and a Secretary. The Board of Trustees may by resolution appoint such other officers as it may from time to time deem necessary. The Board may, by resolution not inconsistent with these By-Laws, define the duties of such appointed officers. The same person may be elected or appointed to more than one office provided the functions of such offices are not incompatible with each other. A vacancy in any office may be filled by the Board at any meeting, for the unexpired portion of the term, by the affirmative vote of a majority of all the members of the Board. All officers shall be elected by the affirmative vote of a majority of all the members of the Board and shall hold office for three (3) year and until their respective successors shall have been elected or appointed and shall have qualified.

Any officer may be removed at any time with or without cause upon the affirmative vote of two-thirds (2/3) of all the members of the Board.

Section 2: President - The President shall preside at all meetings of the members and the Board of Trustees, at which he may be present. He shall also have such other powers, responsibilities and duties as the Board of Trustees may fix by resolution.

Section 3: Vice-President - The Vice-Chairman shall discharge the functions of the Chairman, in the absence or incapacity of the latter, and shall, as Vice-Chairman, have such powers, responsibilities and duties as the Board of Trustees may fix by resolutions.

Section 4: President - The President shall have general supervision over and direction of the affairs of the Organization and shall see to it that all resolutions and directions of the Board of Trustees are carried out. He shall, in the absence or disability of the President and Vice-President, preside at meetings and otherwise perform the duties of the President. The President shall sign and deliver for the Foundation all deeds and other agreements and formal instruments, except as otherwise provided by these By-Laws or by resolutions of the Board of Trustees. He shall submit to the members and the Board of Trustees an annual report concerning the activities of the Foundation and such other reports as the Board of Trustees may from time to time require. 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, either in person or by proxy, at any meeting of the stockholders of any corporation in which the Organization may own or hold stock, and at any such meeting may possess and exercise all the rights and powers incident to the ownership of such stock which the Organization might have possessed and exercised if present. He shall likewise exercise such other powers, responsibilities and duties as the Board of Trustees may fix by resolution.

Section 5: The President or Vice-Presidents - The President or Vice-Presidents shall have such powers, responsibilities and duties as the Board of Trustees may fix by resolution. If there should be more than one Vice-President, the ranking Vice-President or the Vice-President designated by the Board of Trustees shall discharge the duties and exercise the power of the President in the absence or incapacity of the latter.

Section 6: Secretary - The Secretary, who must be a citizen and resident of the Philippines, shall - -

1.    Take and keep true minutes of all meetings, furnishing the GLOBAL BLESSINGS OPERATION, Inc., Board a copy thereof within thirty (30) days after said meetings;

2.    Give notice of all meetings to members or trustees;

3.    Have custody of the corporate seal;

4.    Notify the trustees of their election;

5.    Under the general direction of the President, prepare and present the business to be acted upon at meetings;

6.    In general, perform all duties incident to the office of the Secretary; and

7.    Perform such other duties as may be assigned to him by the Chairman, the President or by resolution duly adopted by the board.

Section 7: Treasurer - The Treasurer, subject to the provisions of these By-Laws, and to such regulations as may from time to time be prescribed by the Board --

1.    Have custody of the funds any and the securities of the Organization;

2.    Receive for the Organization any and all contributions from persons and organizations in the Philippines and in other parts of the world;

3.    Deposit the funds of the Organization, including contributions and securities, in such banks, or trust companies as may from time to time be designated by the Board;

4.    In general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President or the Trustees; and

5.    File a bond in such amount as the Board of Trustees may fix for the faithful performance of his duties.

ARTICLE VI

Committees

Section 1: Creation and Powers - The Board of Trustees may create from time to time such committees as may be deemed desirable and necessary in implementing the purposes, programs and projects of the Organization, and each of such committees shall exercise powers and performs such duties as may be prescribed by the Board of Trustees. Members of such committees need not be members of the Board if the committee in question is not vested with a power or duty normally considered as a primary duty of the Board of Trustees. They need not also be members of the Organization.

Section 2: Committee on Membership Admission - There shall be a Committee on Membership Admission to be composed of three (3) members who shall be members of the Board of Trustees which shall pass upon all applications for membership and make recommendations therein to the Board of Trustees. The President and members of this committee shall be appointed, and may be removed at anytime with or without cause, by the Board of Trustees.

ARTICLE VII

Financial Transactions

Section 1: Fiscal Year - The fiscal year of the Foundation shall commence on the first day of January each year.

Section 2: Prohibition Against Sharing in Corporate Earnings - No member, trustee, officer, or employee, member of a committee of, or person connected with the Organization, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of the Organization, provided, however, that this shall not prevent the payment to any such person of such reasonable compensation for services actually rendered to or for the organization as shall be fixed by the Board of Trustees and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Organization. All members of the Organization shall deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Organization, whether voluntary or involuntary, the assets of the Organization, after paying its liabilities, shall be conveyed and transferred to such non-stock and non-profit organization dedicated to scientific pursuits as the Board of Trustees may decide, or to the Republic of the Philippines or any of its agencies or instrumentalities or political subdivisions.

Section 3: Depository - The Board of Trustees shall select one or more Banks to act as depositories of the Funds of the Organization and determine the manner of receiving, depositing, and disbursing the funds as well as the form of checks and the person or persons by whom they shall be signed.

Section 4: Auditor - The Board of Trustees shall secure or contract the service of a competent auditing firm to audit the books and accounts of the Organization.

Section 5: Prohibition against Certain Investments - In the event that the Organization invests in any business or enterprise where any member of the Board of Trustees has, directly or indirectly, a substantial interest, the Trustee concerned shall abstain from voting on any matter relating to such investment.  

ARTICLE VIII

Compensation

Members of the Board shall not receive any salary for their services as trustee, but by resolution of the members of the Organization, expenses of attendance at regular or special meetings of the Board may be allowed. Actual and necessary traveling expenses of the members of the Board while engaged in the business of the Organization in pursuit of its defined objectives and purposes may be allowed by resolution of the Board.

ARTICLE IX

Hiring of Employees

The President, upon resolution of the Board of Trustees, may hire other employees as may be necessary, and the salaries paid to these employees shall be chargeable to the expenses of the administration.

ARTICLE X

Waiver of Notice

Whenever any notice is required to be given under the provisions of the law or under the provisions of these By-Laws, waiver of notice thereof, in writing, signed 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

Inspection

These By-Laws, with all the amendments thereto shall at all times be kept in a convenient place in the principal office of the Organization, and shall be open for inspection to all the members of the Organization and the members of the Board of Trustees during business hours.

ARTICLE XII

Amendments

These By-Laws may be amended in whole or in part, and the power to alter, amend or repeal these By-Laws may be delegated to the Board of Trustees, by the affirmative vote of at least two-thirds (2/3) of all the regular members of the Foundation at any regular or special meeting where such action has been announced in the call and notice of said meeting.

ADOPTED in Cagayan de oro City, Philippines this 14th day of January, 2019 by the unanimous affirmative votes of the entire membership of GLOBAL BLESSINGS OPERATION, Inc.,