Articles of Incorporation s5

Articles of Incorporation
of the

Alliance of Travel and Tour Agencies of Pampanga, 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 associated ourselves for the purpose of organizing the Foundation, a non-stock and non-profit corporation under and by virtue of the laws of the Republic of the Philippines, and

WE HEREBY CERTIFY THAT:

First. The corporate name of the Foundation shall be Alliance of Travel and Tour Agencies of Pampanga, Inc. and may be popularly called and known as "ATTAP".

Second. The purposes and mission for which the Foundation is formed are as follows:

To help develop and harness the legitimate travel and tourism potentials, with special emphasis on providing legitimate tours and vacation packages for both domestic and foreign travelers;

To help develop and harness opportunities for inbound and outbound travel, with special emphasis on representing all facts, conditions and requirements truthfully and accurately;

To establish the highest ethical standards in the packaged travel industry by conducting business in a manner befitting a true, honest and professional tour operator and/or travel agent; to establish and promote a code of ethical standards and professional responsibility among its members in dealing with one another and the general public;

To promote our motto “Integrity in Travel and Tourism” in accord with the principles of the Foundation by promoting, advertising and quoting tour-related prices which are deliverable, moral, just and lawful;

To demonstrate the highest ethical and financial responsibility in the conduct of business and instill confidence in financial stability, reliability and integrity;

To provide business opportunities and continuing professional education to its members and to the travel industry about travel and tours, vacation packages and tour operation in an environment where members can foster relationships with one another;

To protect the consumers or the traveling public against financial loss in the event of a member’s bankruptcy, insolvency or fraudulent business transactions;

To adopt, promote and enhance the purposes of the national tourism development program of the government;

To encourage the responsive involvement of non-tourism private sector to help promote tourism in the country;

To support, promote and enhance the spirit of camaraderie, fellowship and unity among its members; and

To transact any and all other lawful activities which the Board of Trustees considers appropriate to further the purposes of the Foundation.

Incidental Purposes

In furtherance of its mission, vision and goal, It may acquire properties, whether real or personal, by purchase, donation, usufruct, bequest, and/or by other legitimate means, and encumber or sell such properties for its legitimate purposes; receive membership fees and dues, assessments, contributions, gifts, legacies, grants-in-aid, endowments, subsidies and donations from members, as well as non-members, from here and abroad; may invest and expend its funds, moneys and properties in such tourism-related ventures, projects and activities as the Board of Trustees may deem proper and necessary in pursuit of its objectives; and

Generally, as may be permitted by law, may do all such other acts and exercise such powers and prerogatives as may be directly or indirectly necessary, suitable and proper to attain any of the objectives and purposes of the Foundation.

Third. The Foundation is a travel-oriented organization composed of tour operators and travel agents, tourism-related entities and individuals. It is non-profit and as such, no part of its revenues shall be distributed, nor any of its assets shall ever be used or expended for nor inured to the benefit of any of its officers or members. The revenues it may generate incidental to its operation shall, as deemed necessary and proper under the circumstances, be expended solely for the furtherance of the purposes for which the Foundation is organized. The Foundation is non-partisan, non-sectarian and non-ideological.

Fourth. The principal office of the Foundation shall be located at the address of the office of the incumbent Secretary or any other convenient location which the Foundation may deem appropriate in order to serve and carry out its objectives.

Fifth. The term for which this corporation shall exist is fifty (50) years from and after the date of incorporation, renewable for such other terms as now or may hereinafter be permitted under the laws of the Republic of the Philippines.

Sixth. The names, nationalities and residences of the incorporators are as follows:

Name / Nationality / Residence
Paciencia C. Gozum / Filipino / GO-PAZ Travel & Tours, 18 San Nicolas, Betis, Guagua, Pampanga
Mae S. Carreon / Filipino / Wild Orchid Intl. Travel, A. Santos St., cor Johnny’s St., Balibago, Angeles City
Annabelle P. David / Filipino / Eurogate Travel & Tours, 103 Fields Ave., Balibago, Angeles City
Ana Maria T. Rivera / Filipino / Sunshine Travel, G/F Plaza Romana Bldg., Dau, Mabalacat, Pampanga
Cecil C. Concepcion / Filipino / Le Grand Travel, Stall 90 Fields Ave., Balibago, Angeles City
Marissa M. Cura / Filipino / MRC Travel, Tiger Hotel Balibago, Angeles City
Aurora M. Agustin / Filipino / Amega Travel, GF Horizon Hill Hotel, Malabanias Rd. cor. Plaridel St. Angeles City

List of additional members, who may be admitted in accordance with the by-laws of the Foundation, shall be entered into the Membership Registry and shall be submitted to the Securities and Exchange Commission from time to time.

Seventh. The affairs of the Foundation shall be governed by the Board of Trustees of seven (7) members, and that the names, nationalities, and residences of the Trustees, who are to serve as such until their successors should have been duly elected and qualified in accordance with the By-Laws, are as follows:

Eighth. The Foundation shall be financed, operated, and maintained by membership fees and dues, assessments, contributions, gifts, bequests, legacies, donations, grants-in-aid, endowments, subsidies, as well as interests and other earnings of the legitimate investments of its funds and assets.

Ninth. Ms. Anna Maria Rivera has been duly elected by the incorporators as corporate treasurer of the Foundation, to act as such until her successor has been duly elected and qualified in accordance with the By-Laws and that, as such Treasurer, she has been authorized to receive for and on behalf of the Foundation and to receipt in its name all membership fees, dues, assessments, contributions, gifts, bequests, legacies, donations, grants-in-aid, endowments and subsidies, to support and maintain the operations of the Foundation..

IN WITNESS WHEREOF, we have hereunto set our hands this 29th of April 2008, at Angeles City, Pampanga, Philippines.

Republic of the Philippines )

) S. S.

______)

BEFORE ME, a Notary Public for and in Angeles City on this ___th day of ______, _____, personally appeared the following persons, exhibiting to me their respective Community Tax Certificates:

Name / CTC No. / Date / Place
Paciencia C.Gozum / 07330103 / Jan. 4, 2008 / Guagua, Pampanga
Mae S. Carreon / 11077597 / Feb. 4, 2008 / Angeles City
Annabelle P. David / 11057262 / Jan. 15, 2008 / Angeles City
Ana Maria T. Rivera / 07379009 / Jan. 16, 2008 / Angeles City
Cecil C. Concepcion / 09712099 / Jan. 10, 2008 / Angeles City
Marissa M. Cura / 24634146 / Feb. 5, 2008 / Angeles City
Aurora M. Agustin / 09697232 / Jan 4, 2008 / Angeles City

all known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation of the Association of Travel and Tour Agencies of Pampanga consisting of 4 pages, this page included, and acknowledged to me that the same is their own free and voluntary act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and affixed my notarial seal on the date and place herein first above written.

Notary Public

Doc. No.

Page No.

Book No.

Series of

By-Laws
of the
Alliance of Travel and Tour Agencies of Pampanga, Inc.

Article I

Name & Domicile

Section 1. Name: This organization shall be known as the Alliance of Travel and Tour Agencies of Pampanga, Inc., hereinafter referred to as the Foundation. It may also be called for short as ATTAP.

Section 2. Affiliation. The Foundation may affiliate with an existing national tourism-related organization as it may deem necessary to carry out its objectives.

Section 3. Domicile. The principal office of the Foundation shall be located at Wild Orchid Travel, A. Santos St., cor Johnny’s St., Balibago, Angeles City or at any other convenient location which the Foundation may deem appropriate in order to serve and carry out its objectives.

Article II

Meetings

Section 1. Annual Meetings - The annual meetings of the members shall be held at the principal office of the Foundation or at any other convenient location which the Foundation may deem appropriate in order to serve and carry out its objectives on 2nd Thursday of November of each year. The President shall render his annual report to the members regarding the activities of the association and the annual election of officers or trustees shall be held on this day. The elected officers’ meeting shall also be held during this regular meeting.

Section 2. Special Meetings - Special meetings of the members shall be called, as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership.

Section 3. Notices - Notices of the time and place of annual, and special meetings of the members shall be given either personally, by email or by special delivery mail, at least two (2) weeks before the date set for such meeting. The notice of every special meeting shall state briefly the purpose or purposes of the meeting.

Section 4. Quorum - A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 5. Order of Business - The order of business at the annual meeting of the members shall be as follows:

a. Proof of service of the required notice of the meeting.

b. Proof of the presence of a quorum.

c. Reading and approval of the minutes of the previous annual meeting.

d. Unfinished business.

e. Report of the President.

f. Election of the officers or Trustees for the ensuing year.

g. Other matters.

Section 6. Voting Proxy - Each member shall be entitled to one vote, and he may vote either in person or by proxy which shall be in writing and filed with the Secretary of the association before the scheduled meeting.

Article III

Declaration of Purpose