TITLE XIIISPECIAL
CORPORATIONSChapter I -
Educational Corporations
Sec. 106. Incorporation.
- Educational corporations shall be governed by special laws and by the
general provisions of this Code. (n)
Sec. 107. Pre-requisites
to incorporation. - Except upon favorable recommendation
of the Ministry of Education and Culture, the Securities and Exchange
Commission
shall not accept or approve the articles of incorporation and by-laws
of
any educational institution. (168a)
Sec. 108. Board
of trustees. - Trustees of educational institutions
organized
as non-stock corporations shall not be less than five (5) nor more than
fifteen (15): Provided, however, That the number of trustees shall be
in
multiples of five (5).
Unless
otherwise provided in the articles
of incorporation on the by-laws, the board of trustees of incorporated
schools, colleges, or other institutions of learning shall, as soon as
organized, so classify themselves that the term of office of one-fifth
(1/5) of their number shall expire every year. Trustees thereafter
elected
to fill vacancies, occurring before the expiration of a particular
term,
shall hold office only for the unexpired period. Trustees elected
thereafter
to fill vacancies caused by expiration of term shall hold office for
five
(5) years. A majority of the trustees shall constitute a quorum for the
transaction of business. The powers and authority of trustees shall be
defined in the by-laws.
For
institutions organized as stock corporations,
the number and term of directors shall be governed by the provisions on
stock corporations. (169a)
Chapter II -
RELIGIOUS CORPORATIONS
Sec. 109. Classes
of religious corporations. - Religious corporations may
be incorporated by one or more persons. Such corporations may be
classified
into corporations sole and religious societies.
Religious
corporations shall be governed by
this Chapter and by the general provisions on non-stock corporations
insofar
as they may be applicable. (n)
Sec. 110. Corporation
sole.- For the
purpose
of administering and managing, as trustee, the affairs, property and
temporalities
of any religious denomination, sect or church, a corporation sole may
be
formed by the chief archbishop, bishop, priest, minister, rabbi or
other
presiding elder of such religious denomination, sect or church. (154a)
Sec. 111. Articles
of incorporation. - In order to become a corporation
sole,
the chief archbishop, bishop, priest, minister, rabbi or presiding
elder
of any religious denomination, sect or church must file with the
Securities
and Exchange Commission articles of incorporation setting forth the
following:
1. That he is the chief archbishop,
bishop,
priest, minister, rabbi or presiding elder of his religious
denomination,
sect or church and that he desires to become a corporation sole;
2. That the rules, regulations and
discipline
of his religious denomination, sect or church are not inconsistent with
his becoming a corporation sole and do not forbid it;
3. That as such chief archbishop,
bishop,
priest, minister, rabbi or presiding elder, he is charged with the
administration
of the temporalities and the management of the affairs, estate and
properties
of his religious denomination, sect or church within his territorial
jurisdiction,
describing such territorial jurisdiction;
4. The manner in which any vacancy
occurring
in the office of chief archbishop, bishop, priest, minister, rabbi of
presiding
elder is required to be filled, according to the rules, regulations or
discipline of the religious denomination, sect or church to which he
belongs;
and
5. The place where the principal
office of
the corporation sole is to be established and located, which place must
be within the Philippines.
The
articles of incorporation may include any
other provision not contrary to law for the regulation of the affairs
of
the corporation. (n)
Sec. 112. Submission
of the articles of incorporation. - The articles of
incorporation
must be verified, before filing, by affidavit or affirmation of the
chief
archbishop, bishop, priest, minister, rabbi or presiding elder, as the
case may be, and accompanied by a copy of the commission, certificate
of
election or letter of appointment of such chief archbishop, bishop,
priest,
minister, rabbi or presiding elder, duly certified to be correct by any
notary public.
From and
after the filing with the Securities
and Exchange Commission of the said articles of incorporation, verified
by affidavit or affirmation, and accompanied by the documents mentioned
in the preceding paragraph, such chief archbishop, bishop, priest,
minister,
rabbi or presiding elder shall become a corporation sole and all
temporalities,
estate and properties of the religious denomination, sect or church
theretofore
administered or managed by him as such chief archbishop, bishop,
priest,
minister, rabbi or presiding elder shall be held in trust by him as a
corporation
sole, for the use, purpose, behalf and sole benefit of his religious
denomination,
sect or church, including hospitals, schools, colleges, orphan asylums,
parsonages and cemeteries thereof. (n)
Sec. 113. Acquisition
and alienation of property.-
Any corporation sole may purchase and hold real estate and personal
property
for its church, charitable, benevolent or educational purposes, and may
receive bequests or gifts for such purposes. Such corporation may sell
or mortgage real property held by it by obtaining an order for that
purpose
from the Court of First Instance of the province where the property is
situated upon proof made to the satisfaction of the court that notice
of
the application for leave to sell or mortgage has been given by
publication
or otherwise in such manner and for such time as said court may have
directed,
and that it is to the interest of the corporation that leave to sell or
mortgage should be granted. The application for leave to sell or
mortgage
must be made by petition, duly verified, by the chief archbishop,
bishop,
priest, minister, rabbi or presiding elder acting as corporation sole,
and may be opposed by any member of the religious denomination, sect or
church represented by the corporation sole: Provided, That in cases
where
the rules, regulations and discipline of the religious denomination,
sect
or church, religious society or order concerned represented by such
corporation
sole regulate the method of acquiring, holding, selling and mortgaging
real estate and personal property, such rules, regulations and
discipline
shall control, and the intervention of the courts shall not be
necessary.
(159a)
Sec. 114. Filling
of vacancies. - The successors in office of any chief
archbishop,
bishop, priest, minister, rabbi or presiding elder in a corporation
sole
shall become the corporation sole on their accession to office and
shall
be permitted to transact business as such on the filing with the
Securities
and Exchange Commission of a copy of their commission, certificate of
election,
or letters of appointment, duly certified by any notary public.
During any
vacancy in the office of chief
archbishop, bishop, priest, minister, rabbi or presiding elder of any
religious
denomination, sect or church incorporated as a corporation sole, the
person
or persons authorized and empowered by the rules, regulations or
discipline
of the religious denomination, sect or church represented by the
corporation
sole to administer the temporalities and manage the affairs, estate and
properties of the corporation sole during the vacancy shall exercise
all
the powers and authority of the corporation sole during such vacancy.
(158a)
Sec. 115. Dissolution.
- A corporation sole may be dissolved and its affairs settled
voluntarily
by submitting to the Securities and Exchange Commission a verified
declaration
of dissolution.
The
declaration of dissolution shall set forth:
1. The name of the corporation;
2. The reason for dissolution and
winding
up;
3. The authorization for the
dissolution of
the corporation by the particular religious denomination, sect or
church;
4. The names and addresses of the
persons
who are to supervise the winding up of the affairs of the corporation.
Upon
approval of such declaration of dissolution
by the Securities and Exchange Commission, the corporation shall cease
to carry on its operations except for the purpose of winding up its
affairs.
(n)
Sec. 116. Religious
societies. - Any religious society or religious order,
or
any diocese, synod, or district organization of any religious
denomination,
sect or church, unless forbidden by the constitution, rules,
regulations,
or discipline of the religious denomination, sect or church of which it
is a part, or by competent authority, may, upon written consent and/or
by an affirmative vote at a meeting called for the purpose of at least
two-thirds (2/3) of its membership, incorporate for the administration
of its temporalities or for the management of its affairs, properties
and
estate by filing with the Securities and Exchange Commission, articles
of incorporation verified by the affidavit of the presiding elder,
secretary,
or clerk or other member of such religious society or religious order,
or diocese, synod, or district organization of the religious
denomination,
sect or church, setting forth the following:
1. That the religious society or
religious
order, or diocese, synod, or district organization is a religious
organization
of a religious denomination, sect or church;
2. That at least two-thirds (2/3) of
its membership
have given their written consent or have voted to incorporate, at a
duly
convened meeting of the body;
3. That the incorporation of the
religious
society or religious order, or diocese, synod, or district organization
desiring to incorporate is not forbidden by competent authority or by
the
constitution, rules, regulations or discipline of the religious
denomination,
sect, or church of which it forms a part;
4. That the religious society or
religious
order, or diocese, synod, or district organization desires to
incorporate
for the administration of its affairs, properties and estate;
5. The place where the principal
office of
the corporation is to be established and located, which place must be
within
the Philippines; and
6. The names, nationalities, and
residences
of the trustees elected by the religious society or religious order, or
the diocese, synod, or district organization to serve for the first
year
or such other period as may be prescribed by the laws of the religious
society or religious order, or of the diocese, synod, or district
organization,
the board of trustees to be not less than five (5) nor more than
fifteen
(15). (160a)
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