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Resolution:2012 Amended Articles of Incorporation

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Menu 2012 Amended Articles of Incorporation
Approved on May 26, 2012 (see voting record). Effective as of December 11, 2012.

RESOLVED, the Second Article of Incorporation is hereby amended to read as follows:

"That the purposes and aims for which the said Corporation is formed is to create, develop, implement, support, promote, and participate in projects of the Wikimedia Foundation, Inc., a non-profit organization incorporated under the laws of the State of Florida, in the United States of America, for their wider use in the Philippines as free, open-content resource and reference materials in languages spoken in the Philippines, that will showcase the richness of the country's languages, history, culture, arts, heritage, customs and traditions, landscape and biodiversity and to make these available to Filipinos by means of computers, in doing so it shall aid in the creation, promotion, facilitation and defense of free content in the Philippines.

The Corporation is constituted as the only chapter of the Wikimedia Foundation, Inc. in the Philippines and shall enjoy autonomy in the administration of its affairs within the context of its agreement with the Wikimedia Foundation, Inc.

AND IN FURTHERANCE OF THE FOREGOING:

  1. To acquire, purchase, own, hold, develop, lease, mortgage, pledge, exchange, sell, transfer or otherwise invest, trade or deal in any matter permitted by law, in real and personal property or every kind and description, or any interest therein;
  2. To receive and accept gifts and donations in real and personal property of all kinds, subsidies or other forms of philanthropy, and to administer the same for the benefit of the Corporation and/or in accordance with the direction or instructions of the donors;
  3. To raise money for any of the purposes of the Corporation or in behalf of the Wikimedia Foundation, Inc. as the same may be permitted to be done under the laws of the Philippines and the agreement of the Corporation with the Wikimedia Foundation, Inc. and from time to time without limit as to the amount, to draw, make, accept, endorse, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments, and evidences of indebtedness, and to secure the payment thereof and of the interest thereon, by mortgage or pledge, conveyance or assignment in trust of, the whole or any part of the assets of the Corporation, 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 Corporation for its purposes;
  4. To enter into make, perform and carryout, or cancel and rescind contracts of every kind and for any lawful purpose with any persons, firms, association, corporation, syndicate, domestic or foreign, or others;
  5. 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 Philippines;
  6. Any profits derived from activities and undertakings described in paragraphs 1 and 3 immediately preceding shall not inure to any of the members, trustees, or officers but shall be used exclusively for the maintenance of the Corporation. However, the inhibitions against the distribution of profits shall not be construed to preclude reasonable compensation to staff members and consultants for actual and substantive services rendered in the furtherance of the purpose of the Corporation;
  7. To do and perform all acts and things necessary, suitable or proper for the accomplishment of any of the purposes herein enumerated or which shall at any time appear conducive to the protection or benefit of the Corporation, including the exercise of the powers, authorities and attributes conferred upon corporations organized under the laws of the Philippines in general and upon domestic corporations or like nature in particular.
The foregoing should be construed both as purposes and powers, and the enumeration of specific purposes should not be held to restrict or limit in any manner the general powers and purposes of the Corporation."

RESOLVED, the Third Article of Incorporation is hereby amended to read as follows:

"That the principal office of the corporation is located at the Ground Floor, Gervacia Center, 152 Amorsolo Street, Legaspi Village, Makati City, Metro Manila 1229, Philippines."

RESOLVED, the Fourth Article of Incorporation is hereby amended to read as follows:

"That the term for which the Corporation is to exist is fifty (50) years from and after the date of issuance of the Certificate of Incorporation, unless otherwise shortened or extended in accordance with the law."

RESOLVED, the Seventh Article of Incorporation is hereby amended to read as follows:

"That the corporation shall be maintained by such funds as may from time to time be received in the form of membership dues, contributions, donations, grants and endowments from persons, partnerships, corporations, and other entities and supporters thereof, whether domestic or foreign, and such property as may from time to time be acquired by the Corporation by deed, grant, device, bequest or gifts."

RESOLVED, the Seventh Article of Incorporation is hereby renumbered as the Eighth Articles of Incorporation.

RESOLVED, the Ninth Article of Incorporation is hereby amended to read as follows:

"That the Corporation shall have no capital stock and shall not be conducted for pecuniary profits. No distribution of property of the Corporation or of dividends among the incorporators and/or members of the Corporation shall be made and all income of the Corporation, whether from membership dues, or gifts, donations, grants, subsidies, or other forms of philanthropy shall be devoted exclusively to the accomplishment and promotion of the purposes and objects for which the Corporation is organized."

RESOLVED, the Ninth Article of Incorporation is hereby renumbered as the Tenth Articles of Incorporation.

RESOLVED, the Eleventh Article of Incorporation is hereby amended to read as follows:

"That in the event of dissolution of the Corporation, its remaining assets, after the payment of its liabilities, shall be conveyed and transferred to the Wikimedia Foundation, Inc. or to such non-stock and non-profit corporation dedicated to the creation, advancement and development of free, open-content resource and reference materials in the Philippines, or to the Republic of the Philippines or any of its agencies and instrumentalities or political subdivisions as the members of the Corporation may decide."

RESOLVED, the Eleventh Article of Incorporation is hereby renumbered as the Twelfth Articles of Incorporation.

RESOLVED FURTHER, that the said amended Articles of Incorporation be filed with the Securities and Exchange Commission including the amendment to the Sixth Article of Incorporation adopted on July 9, 2011 for certification as fully compliant with the Corporation Code of the Philippines prior to taking effect.