ARTICLES OF INCORPORATION OF DMARC, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, all of legal age, citizens and residents of the Republic of the Philippines, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of the said corporation shall be:
DMARC, INC _ SECOND: That the purposes for which said corporation is formed are: •
• •
To engage in a business of air and land transportation within the urisdiction of the Philippines such as but not limited to transporting any and all of !inds of goods, cargoes, passengers, of air and land freight forwarding, of acting as courier for mails, letters, pouches, delivery and an d transfer of money, cargo and personal effects of all !inds. To engage in a business of container leasing. To engage in a business of truc!ing, container handling and trailer leasing.
B. That the corporation shall have all the e"press powers of a corporation as provided for under section #$ of the %orporation %orporation %ode of the Philippines.
THIRD. That the place where the principal office of the corporation is to be established is in the &etro &anila, Philippines: P hilippines: (As amended and approved by a majority of the Board of Directors on 21 January 2015 and and by stockholders stockholders representin representin at least least t!o"thirds t!o"thirds of the outstandin capital stock of the #orporation throuh throuh their a$rmative vote by !ay of !ritten assent as of 2% January 2015&'
1
corporatio n is to e"ist is ()(T* +- FOURTH. That the term of for which the corporation years from and after the date of issuance of the certificate of incorporation.
corporatio n is to e"ist is ()(T* +- FOURTH. That the term of for which the corporation years from and after the date of issuance of the certificate of incorporation.
'
FIFTH. That the names, nationalities, and residences of the incorporators are as
follows/
Name Dan arco )& Jardin Danilo #& Jardin Jean )& Jardin )aymond ) )abe
Nationait! *ilipino *ilipino *ilipino *ilipino
A""#e$$ Bacoor+ #avite Bacoor+ #avite Bacoor+#avite ,ulo andaluyon
FIFTH. That the names, nationalities, and residences of the incorporators are as
follows/
Name Dan arco )& Jardin Danilo #& Jardin Jean )& Jardin )aymond )& )abe Bernardo )& )icafrente
Nationait! *ilipino *ilipino *ilipino *ilipino *ilipino
A""#e$$ Bacoor+ #avite Bacoor+ #avite Bacoor+#avite ,ulo+ andaluyon ,ulo+ andaluyon
SI%TH: That the number of directors of the corporation is five + who are also the
incorporators.
Name Dan arco )& Jardin Danilo #& Jardin Jean )& Jardin )aymond )& )abe Bernardo )& )icafrente
Nationait! *ilipino *ilipino *ilipino *ilipino *ilipino
A""#e$$ Bacoor+ #avite Bacoor+ #avite Bacoor+#avite ,ulo+ andaluyon ,ulo+ andaluyon
SE&ENTH : That the authorized capital stoc! of the %orporation is (orty &illion 0ine undred Thousands +P2-,3--,---.--, Philippine currency, divided into: +a Thirty &illion +#-,---,--- common shares with a par value of 4ne Peso +P1.-- per share and, +b Ten &illion 0ine undred Thousands+1-,3--,--- redeemable preferred shares with a par value of 4ne Peso +P1.-- per share. EI'HT: That the amount of capital stoc! which has been actually subscribed in
405 &)66)40 T74 T4890; P5949 +P1,--',---.-- and the following persons have subscribed for the number of shares and amounts of capital stoc! set out after their respective names. Name
Nationa it!
No. o( $)a#e$
Amo* nt
Amo*nt Pai"
Dan arco )& Jardin Danilo #& Jardin
*ilipino
-00
-00
-00+000
*ilipino
1%0
1%0
1%0+000
Jean )& Jardin
*ilipino
2-
2-
2-+000
)aymond )& )abe Bernardo )& )icafrente
*ilipino
12
12
12+000
*ilipino
2
2
2+000
1002
1002
1+002+000
TOTAL
)aymond )& )abe Bernardo )& )icafrente
*ilipino
12
12
12+000
*ilipino
2
2
2+000
1002
1002
1+002+000
TOTAL
NINTH. That no transfer of stoc! or interest which would reduce the ownership
of (ilipino citizens to less than the re
NINTH. That no transfer of stoc! or interest which would reduce the ownership
of (ilipino citizens to less than the re
the corporation to act as such until his successor is duly elected and laws/ and that as such Treasurer, he?she has been authorized to receive for and in the name and for the benefit of the corporation, all subscriptions paid in by the subscribers.
ELE&ENTH. That the incorporators underta!e to change the name of the
corporation immediately upon receipt of notice or directive from the 9ecurities and 5"change %ommission that another corporation, partnership or person has ac
;an &arco R. =ardin
;anilo %. =ardin T)0
T)0
=ean R. =ardin
Raymond R. Rabe T)0
T)0
Aernardo R. Ricafrente
T)0 7)T059959:
=oed 5. 9everino
=erald . 9umalinog
at
T)0 7)T059959:
=oed 5. 9everino
=erald . 9umalinog
ACKNOWLED'EMENT Republic of the PhilippinesB 9.9.
A5(4R5 &5, a 0otary Public in and for
, Philippines,
ACKNOWLED'EMENT Republic of the PhilippinesB 9.9.
A5(4R5 &5, a 0otary Public in and for day of
this
0&5
, Philippines,
personally appeared:
%4&&80)T* TC %5RT)()%T5 D
;T5 E P6%5 )9985;
ll !nown to me and to me !nown to be the same persons who e"ecuted the foregoing rticles of )ncorporation and they ac!nowledged to me that the same is their free and voluntary act and deed. )0 T59T)&40* 75R54(, ) have hereunto set my hand and affi"ed my notarial seal on the date and at the place first above written.
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TREASURER+S AFFIDA&IT
Republic of the PhilippinesB %ity of
B 9.9.
Province of
B
TREASURER+S AFFIDA&IT
Republic of the PhilippinesB %ity of
B 9.9.
Province of
B
),
, being duly sworn, depose and say:
That ) have been elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and laws of the corporation, and that as such Treasurer, ) hereby certify under oath that at least 'F of the authorized capital stoc! of the corporation has been subscribed and at least 'F of the subscription has been paid, and received by me in cash for the benefit and credit of the corporation. This is also to authorize the 9ecurities and 5"change %ommission and Aang!o 9entral ng Pilipinas to e"amine and verify the deposit in the , in my name as treasurer in trust for in the amount of + representing the paid up capital of the corporation which is in the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the %ertificate of )ncorporation to the corporation. 9hould the deposit be transferred to another ban! prior to or after incorporation, this will serve as authority to verify and e"amine the same. The representative of the 9ecurities and 5"change %ommission is also authorized to e"amine the pertinent boo!s and records of accounts of the corporation as well as all supporting papers to determine the utilization and disbursement of the said paid up capital. )n case the said paid up capital is not deposited or withdrawn prior to the approval of the articles of incorporation, ), on behalf of the above named corporation, waive our right to a notice and hearing in the revocation of our %ertificate of )ncorporation.
Treasurer 98A9%R)A5; 0; 974R0 to before me this day of affiant e"hibiting to me his %ommunity Ta" %ertificate 0o._ .
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at _, Philippines, issued at , on
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BY LAWS OF
ARTICLE I
BY LAWS OF
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Se-tion . 9ubscriptions > 9ubscribers to the capital stoc! of the corporation
shall pay the value of the stoc! in accordance with the terms and conditions prescribed by the Aoard of ;irectors. 8npaid subscriptions shall not earn interest unless determined by the Aoard of ;irectors. Se-tion /. %ertificate > The stoc!holder shall be entitled to one or more
certificates for fully paid stoc! subscription in his name in the boo!s of the corporation. The certificates shall contain the matters re 9ubect to the restrictions, terms and conditions
contained in the rticles of )ncorporation, shares may be transferred, sold, assigned or pledged by delivery of the certificates duly indorsed by the stoc!holder, his attorney>in> fact, or other legally authorized person. The transfer shall be valid and binding on the corporation only upon record thereof in the boo!s of the corporation. The 9ecretary shall cancel the stoc! certificates and issue new certificates to the transferee. 0o share of stoc! against which the corporation holds unpaid claim shall be transferable in the boo!s of the corporation. ll certificates surrendered for transfer shall be stamped G%ancelledH on the face thereof, together with the date of cancellation, and attached to the corresponding stub with the certificate boo!. Se-tion 1. 6ost %ertificates > )n case any stoc! certificate is lost, stolen, or
destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure prescribed under 9ection @# of the %orporation %ode.
destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure prescribed under 9ection @# of the %orporation %ode.
ARTICLE II
MEETIN'S OF STOCKHOLDERS
Se-tion . nnual ? Regular &eetings > The annual ? regular meetings of
stoc!holders shall be held at the principal office on legal holiday, then on the day following.
of each year, if a
ARTICLE II
MEETIN'S OF STOCKHOLDERS
Se-tion . nnual ? Regular &eetings > The annual ? regular meetings of
stoc!holders shall be held at the principal office on
of each year, if a
legal holiday, then on the day following. Se-tion /. 9pecial &eeting > The special meetings of stoc!holders, for any
purpose or purposes, may at any time be called by any of the following: +a Aoard of ;irectors, at its own instance, or at the written re 9toc!holders meetings, whether regular or
special, shall be held in the principal office of the corporation or at any place designated by the Aoard of ;irectors in the city or municipality where the principal office of the corporation is located. Se-tion 1. 0otice of &eeting > 0otices for regular or special meetings of
stoc!holders may be sent by the 9ecretary by personal delivery or by mail at least two +' wee!s prior to the date of the meeting to each stoc!holder of record at his last !nown address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. 7hen the meeting of stoc!holders is adourned to another time or place, it shall not be necessary to give any notice of the adourned meeting if the time and place to which the meeting is adourned are announced at the meeting at which the adournment is ta!en. t the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting. Se-tion 2. Iuorum > 8nless otherwise provided by law, in all regular or
special meeting of stoc!holders, a maority of the outstanding capital stoc! must be present or represented in order to constitute a &eeting of the stoc!holders shall be presided
over by the President, or in his absence, by a chairman to be chosen by the stoc!holders. The 9ecretary, shall act as 9ecretary of every meetings, but if not present, the chairman of the meeting shall appoint a secretary of the meeting.
Se-tion 4. &anner of Joting > t all meetings of stoc!holders, a stoc!holder
may vote in person or by pro"y. 8nless otherwise provided in the pro"y, it shall be valid only for the meeting at which it has been presented to the 9ecretary. ll pro"ies must be in the hands of the 9ecretary before the time set for the meeting. Pro"ies filed with the 9ecretary may be revo!ed by the stoc!holders either in an instrument in writing duly presented and recorded with the 9ecretary, prior to a scheduled meeting or by their personal presence at the meeting.
Se-tion 4. &anner of Joting > t all meetings of stoc!holders, a stoc!holder
may vote in person or by pro"y. 8nless otherwise provided in the pro"y, it shall be valid only for the meeting at which it has been presented to the 9ecretary. ll pro"ies must be in the hands of the 9ecretary before the time set for the meeting. Pro"ies filed with the 9ecretary may be revo!ed by the stoc!holders either in an instrument in writing duly presented and recorded with the 9ecretary, prior to a scheduled meeting or by their personal presence at the meeting.
Se-tion 5. %losing of Transfer Aoo!s or (i"ing of Record ;ate > (or the
purpose of determining the stoc!holders entitled to notice of, or to vote at, any meeting of stoc!holders or any adournment thereof or to receive payment of any dividend, the Aoard of ;irectors may provide that the stoc! and transfer boo!s be closed for ten +1- wor!ing days immediately preceding such meeting.
ARTICLE III
BOARD OF DIRECTORS
Se-tion . Powers of the Aoard > 8nless otherwise provided by law, the
corporate powers of the corporation shall be e"ercised, all business conducted and all property of the corporation controlled and held by the Aoard of ;irectors to be elected by and from among the stoc!holders. 7ithout preudice to such powers as may be granted by law, the Aoard of ;irectors shall also have the following powers: a. (rom time to time, to ma!e and change rules and regulations not inconsistent with these by>laws for the management of the corporationKs business and affairs/ b. To purchase, receive, ta!e or otherwise ac
purposes other than those for which the corporation was organized, subect to such stoc!holdersK approval as may be re
purposes other than those for which the corporation was organized, subect to such stoc!holdersK approval as may be re
d. To incur such indebtedness as the Aoard may deem necessary, to issue evidence of indebtedness including without limitation, notes, deeds of trust, bonds, debentures, or securities, subect to such stoc!holders approval as may be re
d. To incur such indebtedness as the Aoard may deem necessary, to issue evidence of indebtedness including without limitation, notes, deeds of trust, bonds, debentures, or securities, subect to such stoc!holders approval as may be re
g. To delegate, from time to time, any of the powers of the Aoard which may lawfully be delegated in the course of the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any person to be agent of the corporation with such powers and upon such terms as may be deemed fit/ h. To implement these by>laws and to act on any matter not covered by these by>laws, provided such matter does not re
Se-tion /. 5lection and Term > The Aoard of ;irectors shall be elected during
each regular meeting of stoc!holders and shall hold office for one +1 year and until their successors are elected and ny vacancy occurring in the Aoard of ;irectors other
than by removal by the stoc!holders or by e"piration of term, may be filled by the vote of at least a maority of the remaining directors, if still constituting a laws.
Se-tion 1. &eetings > Regular meetings of the Aoard of ;irectors shall be held
once a month on such dates and at places as may be called by the %hairman of the Aoard, or upon the re
Se-tion 1. &eetings > Regular meetings of the Aoard of ;irectors shall be held
once a month on such dates and at places as may be called by the %hairman of the Aoard, or upon the re
Se-tion 2. 0otice > 0otice of the regular or special meeting of the Aoard,
specifying the date, time and place of the meeting, shall be communicated by the 9ecretary to each director personally, or by telephone, telegram, or by written message. director may waive this re maority of the number of directors as fi"ed in the
rticles of )ncorporation shall constitute a
Se-tion 2. 0otice > 0otice of the regular or special meeting of the Aoard,
specifying the date, time and place of the meeting, shall be communicated by the 9ecretary to each director personally, or by telephone, telegram, or by written message. director may waive this re maority of the number of directors as fi"ed in the
rticles of )ncorporation shall constitute a &eetings of the Aoard of ;irectors shall
be presided over by the %hairman of the Aoard, or in his absence, by any other director chosen by the Aoard. The 9ecretary, shall act as secretary of every meeting, if not present, the %hairman of the meeting, shall appoint a secretary of the meeting.
Se-tion 5. %ompensation > Ay> resolution of the Aoard, each director shall
receive a reasonable per diem allowance for his attendance at each meeting of the Aoard. s compensation, the Aoard shall receive and allocate an amount of not more than ten percent +1-F of the net income before income ta" of the corporation during the preceding year. 9uch compensation shall be determined and apportioned among the directors in such manner as the Aoard may deem proper, subect to the approval of stoc!holders representing at least a maority of the outstanding capital stoc! at a regular or special meeting of the stoc!holders.
ARTICLE I& OFFICER
Se-tion . 5lection ? ppointment > )mmediately after their election, the Aoard
of ;irectors shall formally organize by electing the President, the Jice>President, the Treasurer, and the 9ecretary at said meeting.
The Aoard may, from time to time, appoint such other officers as it may determine to be necessary or proper. ny two +' or more positions may be held concurrently by the same person, e"cept that no one shall act as President and Treasurer
or 9ecretary at the same time.
or 9ecretary at the same time.
Se-tion /. President > The President shall be the %hief 5"ecutive 4fficer of the
corporation and shall e"ercise the following functions:
a. To preside at the meetings of the stoc!holders/
b. To initiate and develop corporate obectives and policies and formulate long range proects, plans and programs for the approval of the Aoard of ;irectors,
including
those
for
e"ecutive
training,
development
and
Se-tion /. President > The President shall be the %hief 5"ecutive 4fficer of the
corporation and shall e"ercise the following functions:
a. To preside at the meetings of the stoc!holders/
b. To initiate and develop corporate obectives and policies and formulate long range proects, plans and programs for the approval of the Aoard of ;irectors, including compensation/
those
for
e"ecutive
training,
development
and
c. To supervise and manage the business affairs of the corporation upon the direction of the Aoard of ;irectors/ d. To implement the administrative and operational policies of the corporation under his supervision and control/ e. To appoint, remove, suspend or discipline employees of the corporation, prescribe their duties, and determine their salaries/ f. To oversee the preparation of the budgets and the statements of accounts of the corporation/ g. To represent the corporation at all functions and proceedings/ h. To e"ecute on behalf of the corporation all contracts, agreements and other instruments affecting the interests of the corporation which re
To ma!e reports to the Aoard of ;irectors and stoc!holders/
. To sign certificates of stoc!/ !. To perform such other duties as are incident to his office or are entrusted to him by the Aoard of ;irectors.
Se-tion 1. The Jice>President > e shall, if
absence of the latter. e shall have such other powers and duties as may from time to time be assigned to him by the Aoard of ;irectors or by the President.
Se-tion 2.
The 9ecretary >
The 9ecretary must be a resident and a citizen of the
Philippines. e shall have the following specific powers and duties: a. To record the minutes and transactions of all meetings of the directors and the stoc!holders and to maintain minute boo!s of such meetings in the form and manner re
Se-tion 2.
The 9ecretary >
The 9ecretary must be a resident and a citizen of the
Philippines. e shall have the following specific powers and duties: a. To record the minutes and transactions of all meetings of the directors and the stoc!holders and to maintain minute boo!s of such meetings in the form and manner relaws to be given/ e. To certify to such corporate acts, countersign corporate documents or certificates, and ma!e reports or statements as may be re
Se-tion 3.
The Treasurer >
The Treasurer of the corporation shall have the
following duties: a. To !eep full and accurate accounts of receipts and disbursements in the boo!s of the corporation/ b. To have custody of, and be responsible for, all the funds, securities and bonds of the corporation/
c. To deposit in the name and to the credit of the corporation, in such ban! as may be designated from time to time by the Aoard of ;irectors, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the corporation which may come under his control/
c. To deposit in the name and to the credit of the corporation, in such ban! as may be designated from time to time by the Aoard of ;irectors, all the moneys, funds, securities, bonds, and similar valuable effects belonging to the corporation which may come under his control/
d. To render an annual statements showing the financial condition of the corporation and such other financial reports as the Aoard of ;irectors, or the President may, from time to time re
d. To render an annual statements showing the financial condition of the corporation and such other financial reports as the Aoard of ;irectors, or the President may, from time to time re
Se-tion 4. Term of 4ffice > The term of office of all officers shall be one +1 year
and until their successors are duly elected and
Se-tion 5. Jacancies > )f any position of the officers becomes vacant by reason
of death, resignation, dis
Se-tion 6. %ompensation > The officers shall receive such renumeration as the
Aoard of ;irectors may determine. director shall not be precluded from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.
ARTICLE &
OFFICES Se-tion . The principal office of the corporation shall be located at the place
stated in rticle ))) of the rticles of )ncorporation. The corporation may have such other branch offices, either within or outside the Philippines as the Aoard of ;irectors may designate.
ARTICLE &I
AUDIT OF BOOKS, FISCAL YEAR AND DI&IDENDS
Se-tion . 5"ternal uditor > t the regular stoc!holdersK meeting, the
e"ternal auditor of the corporation for the ensuing year shall be appointed. The e"ternal auditor shall e"amine, verify and report on the earnings an d e"penses of the corporation.
ARTICLE &I
AUDIT OF BOOKS, FISCAL YEAR AND DI&IDENDS
Se-tion . 5"ternal uditor > t the regular stoc!holdersK meeting, the
e"ternal auditor of the corporation for the ensuing year shall be appointed. The e"ternal auditor shall e"amine, verify and report on the earnings an d e"penses of the corporation. Se-tion /. (iscal *ear > The fiscal year of the corporation shall begin on the
first day of =anuary and end on the last day of ;ecember of each year. Se-tion 0. ;ividends > ;ividends shall be declared and paid out of the
unrestricted retained earnings which shall be payable in cash, property, or stoc! to all stoc!holders on the basis of outstanding stoc! held by them, as often and at such times as the Aoard of ;irectors may determine and in accordance with law.
ARTICLE &II SEAL
Se-tion . (orm and )nscriptions > The corporate seal shall be determined by
the Aoard of ;irectors. ARTICLE &III
AMENDMENTS Se-tion . These by>laws may be amended or repealed by the affirmative vote of
at least a maority of the Aoard of ;irectors and the stoc!holders representing a maority of the outstanding capital stoc! at any stoc!holdersK meeting called for that purpose. owever, the power to amend, modify, repeal or adopt new by>laws may be delegated to the Aoard of ;irectors by the affirmative vote of stoc!holders representing not less than two>thirds of the outstanding capital stoc!/ provided, however, that any such delegation of powers to the Aoard of ;irectors to amend, repeal or adopt new by>laws may be revo!ed only by the vote of stoc!holders representing a maority of the outstanding capital stoc! at a regular or special meeting.
IN WITNESS WHEREOF, we, the undersigned stoc!holders have adopted the foregoing by>laws and
, /7
hereunto at
affi"ed
,
our signatures .
this
day
of
IN WITNESS WHEREOF, we, the undersigned stoc!holders have adopted the foregoing by>laws and
, /7
hereunto at
affi"ed
,
our signatures
this
day
of
.
'#
