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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 members 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 nonideological. 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 Paciencia C. Gozum Mae S. Carreon Annabelle P. David Nationality Filipino Filipino Filipino Residence GO-PAZ Travel & Tours, 18 San Nicolas, Betis, Guagua, Pampanga Wild Orchid Intl. Travel, A. Santos St., cor Johnnys St., Balibago, Angeles City Eurogate Travel & Tours, 103 Fields Ave., Balibago, 2

Ana Maria T. Rivera Cecil C. Concepcion Marissa M. Cura Aurora M. Agustin

Filipino Filipino Filipino Filipino

Angeles City Sunshine Travel, G/F Plaza Romana Bldg., Dau, Mabalacat, Pampanga Le Grand Travel, Stall 90 Fields Ave., Balibago, Angeles City
MRC Travel, Tiger Hotel Balibago, Angeles City 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: Name Paciencia C. Gozum Mae S. Carreon Annabelle P. David Ana Maria T. Rivera Cecil C. Concepcion Marissa M. Cura Aurora M. Agustin Nationality Filipino Filipino Filipino Filipino Filipino Filipino Filipino Residence GO-PAZ Travel & Tours, 18 San Nicolas, Betis, Guagua, Pampanga Wild Orchid Intl. Travel, A. Santos St., cor Johnnys St., Balibago, Angeles City Eurogate Travel & Tours, 103 Fields Ave., Balibago, Angeles City Sunshine Travel, G/F Plaza Romana Bldg., Dau, Mabalacat, Pampanga Le Grand Travel, Stall 90 Fields Ave., Balibago, Angeles City
MRC Travel, Tiger Hotel Balibago, Angeles City Amega Travel, GF Horizon Hill Hotel, Malabanias Rd. cor. Plaridel St. Angeles City

Eighth. The Foundation shall be financed, operated, and maintained by membership fees and dues, assessments, contributions, gifts, bequests, legacies, donations, grants-inaid, 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 Paciencia C.Gozum Mae S. Carreon Annabelle P. David Ana Maria T. Rivera Cecil C. Concepcion Marissa M. Cura Aurora M. Agustin CTC No. 07330103 11077597 11057262 07379009 09712099 24634146 09697232 Date Jan. 4, 2008 Feb. 4, 2008 Jan. 15, 2008 Jan. 16, 2008 Jan. 10, 2008 Feb. 5, 2008 Jan 4, 2008 Place Guagua, Pampanga Angeles City Angeles City Angeles City Angeles City Angeles City 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 tourismrelated 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 Johnnys 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. b. Proof of service of the required notice of the meeting. Proof of the presence of a quorum.

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

d. e.

Unfinished business. Report of the President. Election of the officers or Trustees for the ensuing year. Other matters.

f.
g.

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 Section 1. Purposes of the Foundation. The enduring purposes for the formation of the Foundation are: 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 members 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 nonideological. Article IV Membership Section 1. Classes of Membership: There shall be three (3) classes of membership in the Foundation: 1. Regular Members 2. Affiliate Members 3. Honorary Members Regular Membership Section 2. Regular Members. Any legitimate travel and tourism-related entity or person engaged in the business of travel and tours and vacation packages may formally become regular members of this Foundation Affiliate Membership

Section 3. Affiliate Members. Any person or entity which espouses the goals and objectives of this Foundation, other than those specified above, may qualify as affiliate member of the Foundation, provided that it has paid the appropriate dues and/or assessments promulgated by the Foundation and its name duly recorded in the official Roster of Members prepared by the Foundation Secretariat, and provided, further, that their objectives and activities are in accord with the purposes, objectives and principles of this Foundation. Affiliate members may not be officers or trustees of the Foundation, and may not vote as provided hereof. Section 4. Honorary Members. Any person or an individual that complies with the requirements of the Board of Trustees for Honorary Membership, as from time to time in effect, and which by this reference are incorporated herein and made part hereof, is eligible for membership and to continue its, his or her membership, as Honorary Member of the Foundation. Honorary members shall not pay dues, may not be officers or trustees of the Foundation, and may not vote as provided hereof. Section 5. Renewal of Membership. Each regular member shall be required to apply for renewal of membership on or before January 31 of each year by filing with the Secretariat, in conjunction with the payment of dues for renewal and a written membership renewal application, in the form to be provided by the Foundation. Failure to submit such an application for renewal including the payment of dues within the time provided shall result in an automatic termination of said members membership in the Foundation. Renewal of membership shall be the responsibility of each member and shall be made even without prior notice from the Foundation. Section 5. Requirements for Affiliation. The requirements, rules and regulations duly promulgated by the Board of Trustees from time to time shall be adopted by this Foundation. Section 6. Voting and Speaking Rights. Regular members, or their authorized representatives, shall have voting and speaking rights. Affiliate and honorary members shall have no voting rights but have speaking rights. Section 7. Membership Rights. Legitimate members shall have the right to use the Foundation logo and to participate in the programs and activities of the Foundation, subject to the limitations and standards established by the Board of Trustees, as from time to time in effect and which by this reference are incorporated herein and made a part hereof. Section 8. Review of Application for Membership. A persons application for membership shall begin by submission of a duly-accomplished application form to the Secretariat. The Board shall review individual applications for completeness and compliance with applicable requirements and standards and shall notify the applicant of its decision. Section 9. Action Required. The affirmative vote of not less than two-thirds (2/3) of the members of the Board of Trustees shall be required to approve an application for membership. The basis for any rejection of an application form shall be set forth in writing. The Secretariat shall then notify the applicant of the Boards decision.

Section 10. Voluntary Resignation. A member may resign its membership in the Foundation at any time by filing a written resignation with the President or his designee; provided such resignation shall not relieve the resigning member of the obligation to pay any dues or other charges theretofore accrued and unpaid. Section 11. Automatic Removal. The occurrence of any one or more of the following circumstances shall be grounds for automatic termination of the membership of a member: 1. Failure to pay any and all dues to the Foundation. 2. Failure to continue to actively, and on an ongoing basis, engage in the business upon which the membership is based. 3. Failure of any member to comply with, maintain, keep in effect and/or meet the requirements and standards set forth in these By-laws and as established by the Board of Trustees, as from time to time in effect, and which by this reference are incorporated herein and made a part hereof. Section 12. Notice of Automatic Removal. Upon occurrence of an event which is a basis for the automatic termination of membership, the President or his designee shall cause written notice to be given to the member and the specific grounds therefore. If the terminated member has reason to believe that there has not been an occurrence of an event which created the grounds for termination, the member may request for reconsideration. Section 13. General Grounds for Removal. A member may be removed from membership (1) for any violation of the Foundations Code of Ethics as prescribed by the Board of Trustees, (2) for conduct or business practices which adversely affect the travel industry, (3) conduct unbecoming of a law-abiding citizen, or (4) the failure of a member to, at any time, maintain the standard, qualifications and requirements which are necessary to be initially considered for membership. Section 14. Procedure for Suspension, Expulsion and Termination of Membership. The Board of Trustees shall have jurisdiction over cases of suspension, expulsion and termination of membership for reasons other than grounds for automatic termination of membership. In the event the Foundation receives a complaint against any member, the complaint shall be referred to the President for consideration and disposition pursuant to the provisions of the Procedure for Complaint Disposition adopted by the Board of Trustees. The affirmative vote of not less than two-thirds (2/3) of the members of the Board shall be required for suspension, expulsion or termination of membership; Provided that where the penalty is expulsion, the affirmative vote of majority of all the members of the Foundation shall be necessary. If the member proposed for termination is also an officer of the Foundation, said member shall not be considered as an officer for the purposes of the removal proceedings and shall not be counted in determining whether or not a quorum is present at the meeting called for the purpose, and shall not be permitted to cast a vote on such removal order or resolution. The Board shall set forth findings of fact and conclusions as to the violations of the provisions of the Bylaws and/or improper conduct. The findings of fact and conclusion shall be mailed by registered mail, or sent by email to the removed member. The decision of the Board as expressed in any order or resolution of removal shall be final, unappealable and binding

on the affected member. Article V The Board of Trustees Section 1. Composition of the Board. There shall be the Board of Trustees of seven (7) members, directly elected every year by the general membership in a general membership meeting duly called for this purpose, provided that only voting members in good standing shall be entitled to vote. Section 2. Functions of the Board. The Board of Trustees, by its lawful acts in the form of board resolutions, adopted and passed while duly assembled, shall govern the affairs of the Foundation; it shall promulgated policies, rules and regulations for the responsive operation of the Foundation; and shall act on all such issues and concerns as may be properly brought to the attention of the Board. Section 3. Officers of the Board. There shall be the Board Chairman, the Board ViceChairman and the Corporate Secretary, who shall discharge the functions, with the corresponding authorities inherent upon their respective offices, as well as those that may be properly delegated to the Board by the general membership. The Board Chairman may concurrently serve as President of the Foundation. Article VI Executive Officers Section 1. Elective Officers. The following elective executive officers of the Foundation shall be elected by the general membership: President Vice President Secretary Treasurer Auditor Section 2. The Appointive Officers and Staff. When the need arises, the Board of Trustees may appoint an Assistant Secretary, Assistant Treasurer, and an Executive Director, who shall be the chief operating officer of the Foundation, and such other personnel of the Secretariat as may be needed. Section 3. Duties and Authority. The Foundation executive officers shall discharge all the duties and functions inherent upon their respective offices, and such other duties and functions as may be properly delegated to them by the Board of Trustees, with the corresponding authority. Section 4. Term of Office. Elective officers of this Foundation shall hold office for a term of one (1) year, provided that incumbent officers upon ratification of these ByLaws shall hold office up to 31 December 2008. All outgoing officers may succeed themselves if qualifications are still valid. Section 5. Special Committees. The Board of Trustees shall form the following

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committees which are deemed to be necessary in the conduct of the affairs of the Foundation, and shall appoint chairpersons for each. 1. 2. 3. 4. 5. Committee on Finance Committee on Recruitment and Membership Development Committee on Ethics Committee on Public Affairs Committee on Special Projects Article VII The General Membership Meeting Section 1. Supreme Authority. The General Membership Meeting shall constitute the supreme authority in the organizational structure. It shall direct the affairs of Foundation through policy formulations which shall be implemented by the Foundation. As the supreme authority, the Assembly shall retain all rights and privileges not specifically assigned to the Foundation officers. Section 2. Composition. The General Assembly shall be composed of all members in good standing. Section 3. Powers and Prerogatives. The General Assembly shall have the exclusive powers and prerogatives to act on any or all of the following matters: a. Ratify all legitimate official acts of the Board of Trustees for the purpose of carrying out the objectives of the Foundation; b. Consider and act on issues and concerns affecting the travel industry; c. Any matter that may properly be brought to it by the Foundation; and d. Such other matters as may be necessary and proper to effectively attain the aims and purposes of the Foundation. Article VIII Meetings & Quorum Section 1. The General Membership Meeting. The General Membership Meeting shall be held once every month on a date and venue to be determined by the Board of Trustees, which shall promulgate policies for the development and promotion of travel and tourism, and ratify the acts of the incumbent Foundation officers. Special meetings may be called by the Foundation as the need arises. Section 2. The Board Meeting. The Board of Trustees shall meet regularly every month, the date, time and venue to be determined by the Board during its preceding meeting. Special Board meetings may be called by the Chairman anytime as the need arises. Section 3. The Executive Committee. The Executive Committee, composed of the elected executive officers of the Foundation, shall meet every month on a date and venue to be determined by the President, to act on urgent matters, provided that all actions of the Executive Committee shall be reported to the Board of Trustees for ratification during the latter's meeting immediately following the Executive Committee meeting.

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Section 4. Quorum. Simple majority of those members in good standing who are entitled to vote, represented in person by a duly designated representative in attendance, shall constitute a quorum for transaction of any business. A plurality of the votes cast will be sufficient for voting and transaction of any other business. Article IX Fiscal Matters Section 1. Annual Dues. New members shall be assessed a one-time payment of Two Thousand Five Hundred Pesos (P2,500.00) each upon approval of application for membership. All members of the Foundation shall pay annual dues of One Thousand Five Hundred (P1,500.00) each or in such amount as may be deemed appropriate by the Board of Trustees from time to time. A special monthly assessment of Two Hundred Fifty Pesos (P250) shall be collected from each member to be paid on or before each monthly meeting. Section 2. Power to impose Dues and Assessments. The Foundation may impose additional dues and/or special assessments to be collected from the members of the Foundation, subject to the approval of the general membership. Section 3. Deadline for Payments. Annual dues shall be paid in full on or before January 31 of the current year; all other dues and assessments shall be paid within the period specified in the call for such payments. All members who fall to satisfy their financial obligations to the Foundation shall be suspended from any participation in the Foundation activities; reinstatement may only be effected upon payment of the obligation and upon approval by the Board of Trustees. Section 4. Other Revenues. The Foundation may accept donations, legacies and bequests from legitimate sources, either in cash or in kind. Section 5. Budget. The Executive Committee shall prepare and submit to the Board of Trustees the proposed operating budget for the ensuing fiscal year. Section 6. Remuneration. No officer and member of the Foundation shall receive any remuneration whatsoever for services rendered to the Foundation; provided, however, that the Executive Director, and members of his staff, if any, shall be entitled to salaries and wages duly approved by the Board of Trustees. Article X Supremacy Clause & Waiver No provision of these By-Laws shall be waived, suspended, superseded, or in anyway rendered ineffective by virtue of any resolution, action, or otherwise inaction of any officer or member of the Foundation. Violation of this provision shall render all such acts pursuant thereto null and void ab initio, and the officers and/or member enforcing, or claiming any right or defense under the same shall be subject to sanctions, suspension or expulsion from the Foundation. Expulsion shall require the three-fourths vote of the members of the Board of Trustees physically present, duly assembled and in session, in any meeting called for the purposes.

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Article XI Amendments Section 1. Method. Upon recommendation of the Board of Trustees, these By-Laws may be amended, modified, altered or repealed by the majority vote of the total voting membership in good standing personally present in any regular or special meeting called for the purpose. Article XII Dissolution In the event of the dissolution of the Foundation, the principal assets of the Foundation, after the payment of all debts and expenses, shall be transferred to a tax-exempt organization or to the Republic of the Philippines, as the Board of Trustees may so determine. Article XIII Effectivity and Transition Section 1. Effectivity. These By-Laws shall take effect upon the approval the general membership. Certification These By-Laws including the Articles of Incorporation have been approved and adopted by the Board of Trustees and ratified by the incorporators on April 29, 2008 duly assembled and in session at Marlim Mansions Hotel, Angeles City. The same shall be presented to the general membership for ratification. Members of the Board of Trustees and Incorporators: Name Paciencia C. Gozum Mae S. Carreon Annabelle P. David Ana Maria T. Rivera Cecil C. Concepcion Marissa M. Cura Nationality Filipino Filipino Filipino Filipino Filipino Filipino Residence GO-PAZ Travel & Tours, 18 San Nicolas, Betis, Guagua, Pampanga Wild Orchid Intl. Travel, A. Santos St., cor Johnnys St., Balibago, Angeles City Eurogate Travel & Tours, 103 Fields Ave., Balibago, Angeles City Sunshine Travel, G/F Plaza Romana Bldg., Dau, Mabalacat, Pampanga Le Grand Travel, Stall 90 Fields Ave., Balibago, Angeles City
MRC Travel, Tiger Hotel Balibago, Angeles City

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Aurora M. Agustin

Filipino

Amega Travel, GF Horizon Hill Hotel, Malabanias Rd. cor. Plaridel St. Angeles City

Adopted this 29th day of April, 208 in Angeles City by the affirmative vote of the undersigned members representing a majority of the members of the Board of Trustees in a special meeting duly held for the purpose. ______________________________ Paciencia C. Gozum ______________________________ Annabelle P. David ______________________________ Marisa M. Cura ____________________________ Mae S. Carreon ____________________________ Ana Maria T. Rivera ____________________________ Aurora M. Agustin

____________________________________ Cecil C. Concepcin April 29, 2008 ___________________________ Date

Signed in the Presence of: ___________________________________ ________________________________

(BY-LAWS) Republic of the Philippines )

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) S.S. _______________________ ) Secretarys Certificate I, Mae Carreon, of legal age, Filipino, resident of c/o Wild Orchid Travel, A. Santos St., cor Johnnys St., Balibago, Angeles City, in my capacity as Corporate Secretary of Alliance of Travel and Tour Agencies of Pampanga, Inc., now pending registration with the Securities and Exchange Commission, hereby certify that the following Board of Trustees resolution was approved and adopted during the special meeting of the Board on April 29 , 2008, held at Angeles City, there being a quorum to validly transact business, to wit: Resolution. No. 2008-01 RESOLVE, as it is now hereby resolved, that the Foundation shall faithfully comply with the S.E.C. Requirements for Non-Stock Corporations dated April 29, 2008 in the course of its operation. I further certify that the above Resolution has not been amended, superseded nor repealed. Mae S. Carreon Corporate Secretary SUBSCRIBED AND SWORN TO before me this ___th day of _____________, ____, after affiant, exhibited to me his/her Community Tax Certificate No. ________________, issued at _______________, on ____________________. Notary Public Doc No. Page No. Book No. Series of

(Articles of Incorporation and By-laws of the Alliance of Travel and Tour Agencies of Pampanga consisting of 16 pages)

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Adopted this 29th day of April, 208 at Marlim Mansions Hotel, Diamond Subd., Balibago, Angeles City by the affirmative vote of the undersigned members representing a majority of the members of Foundation in a special meeting duly held for the purpose.

Name of Voting Member Carmen McTavish Belen Guzman Lilia Gomez Gina Quintana Mariss Cura Pacienca Gozum Rita Dizon Gloria de Guzman Howard Ketley Gizelle de Guzman Annabelle David Cecil Concepcion Atty. Leonor Infante Gilda Padua Emerson Co Marcia Hernandez Ana Marie Castro Ana Maria Rivera Mae S. Carreon Aurora Agustin Lilia Gill Charina Doppman Arnel Cabanayan Marisa Castro Prisca Castor Alma Gamboa

Company Name Angeles Intl Travel Ctr Ecozone Travel CVG Travel Majika Travel MRC Travel Go-Paz Travel Executive Class GL de Guzman One Stop Travel Golden Compass Eurogate Travel Le Grand Travel Swagman Travel Ties That Travel Easy & Fun Travel Global Access Travel Castro Travel Solutions Sunshine Travel Wild Orchid Amega Travel Big Moose Travel Charinas Travel Four Points Travel Majea Travel Metro Angeles Travel Travelport Tours

Signature

This certifies that this document contains sixteen (16) pages including this page. Signed this 29th day of April 2008, Angeles City, Philippines. MAE S. CARREON Corporate Secretary

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