Article II

BOARD OF TRUSTEES

Section 1.  Board of Trustees – The corporate powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Trustees.

The Corporation shall be administered by the Board of Trustees composed of Fifteen (15) members duly elected by the members during the annual meeting, provided that all ex-officio members shall likewise become ex-officio Trustees. The Board of Trustees shall consist of the following:

1. Archdiocese of Davao (4)
   Three (3) representatives
   One (1) Diocesan Superintendent of Catholic Schools
2. Diocese of Digos (4)
   Three (3) representatives
   One  (1) Diocesan Superintendent of Catholic Schools
3. Diocese of Tagum (4)
   Three (3) representatives
   One  (1) Diocesan Superintendent of Catholic Schools
4. Diocese of Mati (2)
   One (1) representative
   One (1) Diocesan Superintendent of Catholic Schools
5. Congregational Schools
   One (1) representative from the Congregational Schools

The Board of Trustees shall meet to formulate and execute means of carrying out resolutions and the policies adopted by the members.  It shall bring to the attention of the members, through the President, all important matters, which are necessary for the effective functioning of the Corporation.

The Board of Trustees shall serve as the regional arm of an established national association of Catholic schools, such as the Catholic Educational Association of the Philippines, and shall align and collaborate with its advocacies and programs.

All decisions of the Board shall be binding on all member schools in so far as they pertain to policies, systems, programs and activities of the association unless and until revoked by the General Assembly.

Section 2.  Qualifications – The Trustees to be elected must be of legal age and the duly authorized representative of the member educational institution. They must be elected by the members of the Corporation at the annual meeting, or at any such subsequent meeting as may be determined.

The highest administrator of a member school or his /her designate shall be eligible to the Board of Trustees, provided that only one candidate shall be nominated from each school.  Highest administrator means President, Director, Directress, Principal, provided he/she is not holding this office in an acting capacity only.

Section 3.  Disqualification of Trustees or Officers – No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding Six (6) years, or a violation of the Corporation Code of the Philippines committed within Five (5) years prior to the date of his election or appointment, shall qualify as a Trustee or officer.

Section 4.  Term of Office of Trustees – The Trustees, shall be elected for a term of three (3) years each, provided that after their first election, their initial terms shall be determined according to their number of votes obtained during election, so that the first five (5) of them obtaining the highest votes shall serve a three (3) year term, the next five (5) of them obtaining next highest votes shall serve a two (2) year term and the last five (5) of them obtaining the lowest votes shall serve a one (1) year term.  Provided further, that in every election thereafter, their successors shall be elected for a full term of three (3) years each and eligible for reelection for another full term of three (3) years. A Trustee who has served for two consecutive terms shall not be eligible for election for a period of one year immediately after the end of his term.

Section 5.  The elected Trustee who, during his term, shall no longer be assigned in the Diocese he/she represents, shall be considered resigned from the Board as representative of the said Diocese, effective upon his change of assignment.

Section 6.    Board Meetings – The Board of Trustees shall meet at least twice a year, the first one to be after the beginning of the first semester of the school year at a date to be designated by the President.  Meetings shall take place in Davao City, or in such place as may be designated by the Board.  A quorum is needed for all meetings.  A majority of the Board of Trustees shall constitute a quorum at Board meeting.

Article III

OFFICERS

Section 1.  Officers – The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and an Auditor, all of whom should be members of and shall be elected by the Board of Trustees from among themselves. The Board may combine compatible offices in a single person.

The Board shall appoint the Executive Director who shall assist the President and the Officers in carrying out the resolutions of the Board of Trustees.

Section 2.  Term of Office of Officers – All officers of the Corporation shall hold office for one (1) year and until their successors are duly elected and qualified. The Officers shall be elected by each new Board of Trustees after the election of the members of the Board.  No elected officer shall serve the same position for more than three (3) consecutive terms.  However, he/she may be elected for another office.

Section 3.   Removal/Filling of Vacancy – Every officer, including the President, shall be subject to removal by the Board of Trustees at any time, and any officer elected to fill the vacancy shall hold office for the unexpired term of the officer so removed, and until his successor is duly elected and qualified.

Article IV

FUNCTIONS AND POWERS OF OFFICERS

Section 1. President – The President shall be the Chief Executive Officer of the Corporation.  He shall preside in all meetings of the members of the corporation and the Board of Trustees.

He/She shall execute all resolutions of the Board of Trustees.  He / She shall be charged with directing and overseeing the activities of the Corporation.  He/ She shall submit to the Board as soon as possible after the close of each fiscal year, and to the members at each annual meeting, a complete report of the activities and operations of the corporation for the fiscal year under his term.

He/She shall appoint the employees of the Corporation upon recommendation of the Executive Director.

He/She shall be the official representative of the Corporation to the Board of the Catholic Educational Association of the Philippines (CEAP).

Section 2.  Vice-President – The Vice-President shall exercise all powers and perform all duties of the President during absence or incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees.

Section 3.  Secretary – The Secretary shall give all notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees in a book kept for the purpose.  He / She shall issue certification in relation to legal transactions and governments on behalf of the corporation. He / She shall have custody of the members’ registry and the official correspondence of the Corporation.  He / She shall also perform such other duties and functions as may be assigned to him/her from time to time by the Board of Trustees.

Section 4.   Treasurer – The Treasurer shall have charge of the funds, receipts, and disbursement of the corporation. He / She shall deposit all moneys and other valuables of the corporation, place investible funds up to authorized amount in such bank or established investment institutions subject to approval or confirmation of the Board. He / She shall render to the President or to the Board of Trustees whenever required, an account of the financial condition of the corporation and of all transactions made by him as Treasurer. He/She shall keep correct book of accounts of all transactions of the corporation which shall be signed by the Treasurer and countersigned by the President. He/She shall post a bond in such amount as may be fixed by the Board of Trustees.

Section 5.   Auditor – The Auditor shall pass an audit of all the accounts of the Corporation and shall examine the books thereof periodically or as often as may be necessary.

Section 6.   Executive Director – The Executive Director shall assist the President in the implementation of the policies and decisions of the Board of Directors and of the General Assembly and may be appointed by the Board as Asst. Corporate Secretary. The Executive Director shall manage the DACS Central Office, direct and coordinate the programs and services of the Corporation.  He/She perform such other duties as may be assigned by the President or the Board of Trustees.

Article V

COMMISSIONS AND COMMITTEES

Section 1. The Corporation shall have commissions, namely, (a) Basic Education Commission (b) Higher Education Commission (c) Superintendents Commission (d) Advocacy Commission (e) Christian Formation Commission (f) Technical-Vocational Education Commission. Each Commission shall periodically elect its chairperson and other officers who shall be responsible for planning and implementing the commission activities, in coordination with the corporation’s secretariat.  The commission shall also assist in the implementation of the corporation’s programs.  The commission chairperson shall report to the Board of Trustees all commission activities, plans, and recommendations.

Section 2. The Board of Trustees shall create committees such as for membership, awards, legal, finance, personnel programs, scholarship, religious education, justice and peace, environment, engaged citizenship, poverty reduction, gender and development, youth empowerment, media education, sports, and other ad hoc committees as it may deem necessary, and define their purposes and responsibilities. The committee chairperson shall report to the Board of Trustees all committee activities, plans, and recommendations.

Article VI

CLUSTERS

Section 1. The member schools shall group themselves into diocesan clusters with the diocesan superintendent as coordinator who shall be assisted by the elected Board of Trustees representing the said diocese.  In the absence or unavailability of the diocesan superintendent, the Board of Trustees shall designate any elected board member representing the diocese to serve as alternate coordinator.  The cluster shall plan and implement their activities and coordinate with the Corporation’s Central Office when necessary.  The cluster coordinator shall report to the Board of Trustees all activities, plans, and recommendations.  

Article VII

MEMBERS

Section 1.  Qualifications for Membership

All Catholic, non-stock educational institutions in the cities and provinces within the Dioceses of the Davao Region shall be eligible for membership in the association upon a) endorsement of the Bishop b) recommendation of the Membership Committee; c) compliance of membership requirements, which the Board of Trustees may require d) acceptance by the Board of Trustees and confirmation of the General Assembly.

The highest administrator of the member educational institution shall be the duly appointed representative of the member educational institution authorized to exercise the rights and obligations of a member. Highest administrator shall mean the President, Director/Directress, or Principal of the educational institution.

The Diocesan Superintendent of Catholic Schools in each of the four (4) Dioceses of the Davao Region and the elected representative of Congregational Schools shall be considered as ex-officio members.

Section 2.  Rights of Members – A member shall have the following rights:

1. To exercise the right to vote on all matters relating to the affairs of the corporation;
2. To be eligible to any elective or appointive office of the corporation;
3. To participate in all deliberations/meetings of the corporation;
4. To avail of all the facilities of the corporation;
5. To examine all the records or books of the corporation during business hours.

Section 3.  Duties and Responsibilities of the Members – A member shall have the following duties and responsibilities:

1. To obey and comply with the by-laws, rules, and regulations that may be promulgated by the Corporation from time to time;
2. To pay the annual membership fee to the office of the Corporation on or before the first meeting of the General Assembly, which shall be held during the first semester of each school year. The annual membership fee is based on the official enrollment of the current school year multiplied by three percent (3%) of the current monthly tuition;
3. To attend all meetings of the members of the Corporation;

Article VIII

SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

Suspension, expulsion, and termination of membership, shall be in accordance with the rules and regulations of the Corporation.

Any member of the Corporation may file charges against a member by filing a written complaint with the President of the Corporation.  The Board of Trustees shall call a special meeting to consider the charges.  The affirmative vote of majority of all the Trustees shall be necessary to suspend a member; provided that where the penalty is expulsion, the affirmative vote of majority of all the members of the corporation shall be necessary. 

Article X

CORPORATE SEAL

Section 1.  Form – The corporate seal shall bear the words “DAVAO ASSOCIATION OF CATHOLIC SCHOOLS, INC“

The central element in the Corporation seal is the cross – symbol of Jesus Christ and Christian love – which extends from the light of the candle and passes through its center.  The line crossing extends sideways towards the laurel leaves and outlines the Philippine flag on the upper portion of the seal.

 The figures within the seal represent the goals and ideals of the Corporation.  A book symbolizes truth and Catholic education through our schools.  The candle, drawn beside the book, represents light that comes from Catholic education and formation and reaches out towards Christian ideals as reflected in the elongation of the candle’s flames.  Human development is symbolized by laurel leaves growing upwards parallel to the light of the candle.

 On the lower half of the seal is water with fish – symbol of fellowship in God’s Kingdom.  It could also represent the Catholic educator who gathers and forms the young through holistic and integral Christian education.

 A new flag form represents the Philippines and Filipinos.  The restructuring of the flag is not to suggest a real change in its form but rather to bring out   symbolisms.  The star represents Mindanao where the Davao provinces and cities are located. It is the highest figure in the seal, and taken in the context of our Philippine society, it can mean culture, tradition, education, light, and lofty ideals.

 The last figure, a dove resting on the book, represents freedom – freedom and peace founded on truth.  Around the seal is written the name of the Davao Association of Catholic Schools, Inc. and the foundation year 1963.

Article XI

AMENDMENTS OF THE BY-LAWS

Section 1.  Amendments – These by-laws, or any provision thereof, may be amended or repealed by a majority vote of the members at any regular or special meeting duly held for the purpose.

Adopted this 17^th day of July, 2020 in Davao City by the affirmative vote of the undersigned members representing a majority of the members of the corporation in a special meeting duly held for the purpose.

AMENDED
ARTICLES OF INCORPORATION OF
DAVAO ASSOCIATION OF CATHOLIC SCHOOLS, INC.
(formerly DAVAO ASSOCIATION OF COLLEGES AND SCHOOLS, INC.)

(A non-stock, non-profit Corporation)

KNOW ALL MEN BY THESE PRESENTS:

            That we, the Catholic schools in the Dioceses of the Davao Region, with the help of Divine Providence, in order to better achieve the goals of Christian Catholic education, do hereby organize ourselves as a non-stock corporation under the laws of the Philippines.   

AND WE HEREBY CERTIFY:

Article I

The name of said Corporation shall be:

 DAVAO ASSOCIATION OF CATHOLIC SCHOOLS, INC. 

Article II

That the vision and aims for which such Corporation is formed are: The DACS is a common agency that promotes collaboration and solidarity among member schools and assists them to attain the goals of Catholic education as envisioned by the Church, contribute to the common good, and become effective evangelizers responsive to the needs of the Philippine society.      (As amended on July 17, 2020.)

 To this end, the corporation endeavors to:

1. provide educational direction and leadership among member schools;
2. help member schools carry out the Church decrees and the promulgations on education;
3. initiate programs and services for the improvement of school management, personnel and instruction;
4. foster unity and sharing of resources among member schools and with other schools;
5. represent the interest of member schools before the general public and appropriate government agencies and private organizations;
6. establish linkages and collaboration with educational organizations and other groups;
7. provide educational assistance programs to qualified students and personnel of member schools;
8. generate the necessary financial and other resources through but not limited to annual dues, contributions, grants and donations as well as through various mutual help or assistance programs among members to support the association’s mission, operations and services;
9. engage in printing, online publishing and circulating papers, educational materials or any other kind of publication (As amended on July 17, 2020)
10. purchase, acquire and possess, sell, dispose, convey, lease, mortgage and encumber, or invest, deal and transact in real and personal properties of any and all kinds; incidental or necessary to its purpose (As amended on July 17, 2020)
11. enter into, execute and deliver any and all contracts, documents and/or papers that it may deem fit and expedient with any person, firm, association corporation or entity, public or private, provided, no dividend shall be declared among members and any income derived thereat shall be used exclusively for the accomplishment of the purposes of the corp (As amended on July 17, 2020)

1. provided, that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts. (as amended on July 17, 2020)

Article III

The place where the principal office of the Corporation is to be established is at:
No./Street: 413 Aguho and Champaca Sts., Juna Subd, Matina
City/Town: Davao City Province: Davao del Sur

Article IV

That the term for which said corporation is to exist is perpetual. (As amended on July 17, 2020)

Article V

That the names, nationalities, and residences of the incorporators/schools of said Corporation are as follows:     

                  Name                                       Residence                            Nationality

                                                               (Complete Address)              

Article VI

That the number of trustees of the Corporation shall be fifteen (15) and that the names, nationalities, and residences of the trustees of the Corporation are as follows: (As amended on July 17, 2020)

Article VII

That the amount of money to be devoted to administrative expenses of the said Corporation shall not exceed thirty percent (30%) of the total expenses of the taxable year, and the total contributions, donations and/or endowment from the government or the public, and such property or money as may from time to time be received or acquired by deed, grant, devise, bequest, or gift from individuals and public and private institutions in the Philippines and abroad.

Article VIII

That no part of the income which the Corporation may obtain incidental to its operation shall be distributed as dividends or compensation or fixed honorarium to its members, trustees or officers subject to the provisions of the Corporation Code on dissolution.  Any surplus obtained by the foundation as a result of its operation, whenever necessary or proper shall be used for the furtherance of the purposes enumerated in Article II, subject to the provision of Title XI of the Corporation Code of the Philippines.

Article IX

That the Directress of the Assumption College of Davao has been elected by the members as Treasurer of the corporation to act as such until his/her successor is duly elected and qualified in accordance with the by-laws; and that as such Treasurer, he/she been authorized to receive for and in the name and for the benefit of the corporation all contributions or donations given to the Corporation.

Article X

That the Corporation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it. 

Article XI

That in the event of dissolution of the Corporation, its existing assets shall be distributed to another corporation that is organized for similar purposes. The Board of Trustees shall have the sole discretion to decide to which non-stock, non-profit domestic corporation shall receive the assets of the Corporation. Should the Board of Trustees fail to exercise said discretion, the existing assets shall be distributed to the State for public purposes, or to another organization chosen by the court of competent jurisdiction to be used in such a manner as in the judgment of the said court shall best accomplish the general purpose for which this Corporation is organized.

Article XII

That the Corporation shall comply with the requirements for non-stock corporations in the course of its operation.

In Witness Whereof, we have hereunto signed this Articles of Incorporation, this 17^th day of November, 1970 in the City of Davao, Philippines.

WITNESSES:

             SGD. NEMESIO J. PAGPAGUITAN                                illegible (sgd)                         .