A RESOLUTION APPROVING THE NEW AUTHORIZED OFFICERS AS SIGNATORIES TO THE BANK ACCOUNT OF THE ALLIANCE OF YOUNG NURSE LEADERS AND ADVOCATES INTERNATIONAL, INC. (AYNLA)

WHEREAS, the AYNLA Board of Trustees hereinafter termed as “Board” do hereby find as follows:

WHEREAS, AYNLA opened a bank account at Banco De Oro Unibank (BDO) Bocobo Branch in year 2010;

WHEREAS, the then authorized officers and signatories to the bank were MR. ALVIN CLOYD DAKIS, MS. LORIBELLE CRISTOBAL, and MR. NORMAN SOLAMO;

WHEREAS, the above-mentioned persons have already resigned and ceased to function as officers;

WHEREAS, in order not to impede the operations and to protect the best interests of AYNLA, the Board approved for the designation of new authorized officers as signatories to the bank account and for other bank purposes.

NOW THEREFORE, BE IT HEREBY RESOLVED, that in view of the resignation of the former officers/signatories, the Board hereby appoints and designates the following officers as the new bank signatories or authorized persons, namely: (a) MR. REIGNER JIREH D. ANTIQUERA, (b) MR. JONATHAN D. MONIS, and (c) MS. MARIA KRISTINA D. SIUAGAN;

RESOLVED FURTHER, that any and all withdrawals from the AYNLA account/s, including checks, notes, drafts drawn against said bank account or accounts, as well as any other debit instructions or transfer of funds to and from any of the corporation’s account, shall bear the signature/s of the following:

NOW THEREFORE, BE IT HEREBY RESOLVED, that in view of the resignation of the former officers/signatories, the Board hereby appoints and designates the following officers as the new bank signatories or authorized persons, namely: (a) MR. REIGNER JIREH D. ANTIQUERA, (b) MR. JONATHAN D. MONIS, and (c) MS. MARIA KRISTINA D. SIUAGAN;

RESOLVED FURTHER, that any and all withdrawals from the AYNLA account/s, including checks, notes, drafts drawn against said bank account or accounts, as well as any other debit instructions or transfer of funds to and from any of the corporation’s account, shall bear the signature/s of the following:

NAME
                                                            TITLE/POSITION                              SIGNATURE

REIGNER JIREH D. ANTIQUERA       Chairperson/President              (sgd.)

JONATHAN D. MONIS
                       Corporate Secretary                        (sgd.)

MARIA KRISTINA D. SIUAGAN         Corporate Treasurer                     (sgd.)

RESOLVED FURTHER, that the signature requirement shall be ANY OF THE TWO authorized signatories/officers.

Done in Pasay City, Philippines this 25^th February 2016.

(sgd).Nr. REIGNER JIREH D. ANTIQUERA, Chairperson
(sgd).Nr. BILLY JAY B. GUANSING, Vice-Chairperson
(sgd.)Nr. JONATHAN D. MONIS, Corporate Secretary  
(sgd.)Nr. MARIA KRISTINA D. SIUAGAN, Corporate Treasurer
(sgd). Nr. RAYMOND L. GARCIA, Corporate Auditor                
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large
(sgd.) Nr. NIKKON S. FORTUNATO, Trustee-At-Large
(sgd.)Nr. GUADA FATIMA A. HERNANDEZ, Trustee-At-Large   

A RESOLUTION SETTING THE AMOUNT SUBJECT FOR PRIOR APPROVAL BY THE AYNLA BOARD BEFORE ITS WITHDRAWAL

WHEREAS, the AYNLA Board of Trustees hereinafter termed as “Board” do hereby find as follows:

WHEREAS, in furtherance of the purposes in the establishment of AYNLA, the same is to receive gifts, donations, contributions, grants and other sources of funds from members and non-members, international and local associations, funding agencies or organizations, or any other natural or juridical persons, to carry out its programs and objectives;

WHEREAS, in order to have a better control of withdrawal of funds and to better monitor the inflow and outflow of funds, the Board approved setting an amount that needs a prior approval by the Board before its withdrawal.

NOW THEREFORE, BE IT HEREBY RESOLVED, that a quarterly cumulative amount of Twenty Thousand Pesos (Php20,000) may be withdrawn which will serve as the revolving fund that will support the daily operations of the organization. Beyond the said amount, an approval by the majority of the Board shall be needed, otherwise, no withdrawal shall be allowed, or if the funds were withdrawn already, the said transaction shall not be recognized and may be required for its reversal to AYNLA account. Unless, such transaction has been subsequently ratified by the Board.

RESOLVED FURTHER, that financial reports shall be submitted quarterly by the Corporate Treasurer and Corporate Auditor, in cooperation by the President, or any person duly authorized and designated by the Board.

Done in Pasay City, Philippines this 25^th February 2016.

(sgd).Nr. REIGNER JIREH D. ANTIQUERA, Chairperson
(sgd).Nr. BILLY JAY B. GUANSING, Vice-Chairperson
(sgd.)Nr. JONATHAN D. MONIS, Corporate Secretary
(sgd.)Nr. MARIA KRISTINA D. SIUAGAN, Corporate Treasurer
(sgd). Nr. RAYMOND L. GARCIA, Corporate Auditor                
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large
(sgd.) Nr. NIKKON S. FORTUNATO, Trustee-At-Large
(sgd.)Nr. GUADA FATIMA A. HERNANDEZ, Trustee-At-Large 

A RESOLUTION APPROVING THE MOTION OF AMENDING THE ARTICLES OF INCORPORATION AND THE CONSTITUTION & BY-LAWS, AND INVITING AT LEAST 20 MEMBERS FOR THE RATIFICATION OF THE SAME

WHEREAS, the AYNLA Board of Trustees hereinafter termed as “Board” do hereby find as follows:

WHEREAS, the Board upon motion, approved for the amendments of the Articles of Incorporation (AOI) and Constitution and By-Laws (CBL) of the Alliance of Young Nurse Leaders and Advocates International, Inc. to address the current needs and concerns of the organization;

WHEREAS, under Section 13 of present AOI provides that an approval by affirmative vote of at least 2/3 of all the members of the Board, as well as approval or ratification by the affirmative vote of at least 2/3 of all the members of Alliance shall be necessary for a valid corporate act of the Alliance: (a) Amendment of the AOI; (b) Amendment, repeal or adoption of new By-Laws […];

WHEREAS, Article 22 of the present CBL provides for the procedure for amendments and/or revisions of the CBL, stating inter alia, propositions or articles for amendments be made by Alliance Council of Mayors or League of Governors and be reviewed by a special Commission on Constitution and finally passed on for the approval of the Board;

 WHEREAS, since 2013, members of the Alliance continuously failed to register their membership to the Alliance and pay the necessary dues resulting in their termination of their membership as provided under Section 5 Article 4 of present CBL;

WHEREAS, there was also no new membership application and approval since 2013;

WHEREAS, in order not to prejudice the best interests of the organization, the Board decided to proceed with the Amendments of AOI and CBL by inviting at least 20 new members that will serve to ratify the said amendments.

NOW, THEREFORE, BE IT HEREBY RESOLVED, that amendments shall be made to the Alliance AOI and CBL, and 20 core members shall be invited for the ratification of the same;

RESOLVED FURTHER, that propositions for amendments shall be made by the Board subject to final deliberations;

RESOLVED FURTHER, that a Constitutional Convention or Congress shall be held this coming June or July 2016 for the presentation of the proposed amendments and for the ratification of the said amendments by the invited 20 new members; and

RESOLVED FURTHER, that special rules of procedure for the conduct of said Constitutional Convention or Congress may be crafted by the Board, as deemed necessary.

Done in Pasay City, Philippines this 25^th February 2016.

(sgd).Nr. REIGNER JIREH D. ANTIQUERA, Chairperson
(sgd).Nr. BILLY JAY B. GUANSING, Vice-Chairperson
(sgd.)Nr. JONATHAN D. MONIS, Corporate Secretary
(sgd.)Nr. MARIA KRISTINA D. SIUAGAN, Corporate Treasurer
(sgd). Nr. RAYMOND L. GARCIA, Corporate Auditor                
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large
(sgd.) Nr. NIKKON S. FORTUNATO, Trustee-At-Large
(sgd.)Nr. GUADA FATIMA A. HERNANDEZ, Trustee-At-Large  

A RESOLUTION APPOINTING NEW MEMBER OF THE AYNLA BOARD OF TRUSTEES

WHEREAS, the AYNLA Board of Trustees hereinafter termed as “Board” do hereby find as follows:

WHEREAS, Ms. Guada Fatima A. Hernandez resigned from her position as one of the members of the Board effective 01 July 2016;

WHEREAS, under Section 10, Article V of the present AYNLA Constitution and By-Laws, provides that in case of vacancy, the Board shall appoint an officer from the National Executive Council or the Congress;

WHEREAS, Mr. Darren C. Cariño is an officer and a member of AYNLA Congress, serving as Chapter Mayor of Abra since year 2011,

 WHEREAS, the Board after its careful deliberation, decided to appoint Mr. Darren C. Cariño as a new member of the Board.

 NOW THEREFORE, BE IT HEREBY RESOLVED, that Mr. Darren C. Cariño is hereby appointed as the new member of the AYNLA Board of Trustees, and he shall assume the position effective immediately.

Done in Pasay City, Philippines this 05 July 2016.

(sgd).Nr. REIGNER JIREH D. ANTIQUERA, Chairperson
(sgd).Nr. BILLY JAY B. GUANSING, Vice-Chairperson
(sgd.)Nr. JONATHAN D. MONIS, Corporate Secretary
(sgd.)Nr. MARIA KRISTINA D. SIUAGAN, Corporate Treasurer
(sgd). Nr. RAYMOND L. GARCIA, Corporate Auditor                
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large
(sgd.) Nr. NIKKON S. FORTUNATO, Trustee-At-Large

A RESOLUTION APPROVING THE THE MEMBERS ATTENDING THE AYNLA LEADERS CONGRESS, AND THE DATE OF CONDUCT THEREOF

WHEREAS, the AYNLA Board of Trustees hereinafter termed as “Board” do hereby find as follows:

WHEREAS, last February 25, 2016, the Board passed Board Resolution. No. 002-16, resolving that it shall invite at least 20 new members that will attend the Leaders’ Congress and will serve to ratify the proposed amendments to the Articles of Incoporations and Constitution and By-Laws;

WHEREAS, the Board after its careful deliberations, come up with the list of invitees and submitted for its approval;

WHEREAS, the conduct of the AYNLA Leaders’ Congress supposedly scheduled either June or July 2016, but the Board decided upon to hold the same on August 2016;

WHEREAS, the AYNLA Leaders’ Congress is designed to bring together young nurse leaders that shall form part of the core group of AYNLA, as it embarks on another journey of advocacy, leadership, and service to the nursing and health sector.

WHEREAS, the AYNLA Leaders’ Congress shall also serve as revitatlization of the commitmment of AYNLA to the young nurses and the population it serves. Further, it aims as an impetus for direction setting towards sustained presence in the coming years.

 NOW THEREFORE, BE IT HEREBY RESOLVED, that the Board hereby approves the following young nurse leaders who will attend the AYNLA Leaders’ Congress and form part of the AYNLA core group, to wit:

1. Keen Gustilo Barandino, Iloilo
2. Geraldin P. Buñol, Iloilo
3. Katrina Joy Tacusalme, Bacolod
4. Kristine Mae Fernandez, Las Piñas
5. Marc Ryan Portuguez, Cebu
6. Christine Guian Gador, Cebu
7. Mignodel Morales, Batangas
8. Drexel Heinz M. Cruz, Laguna
9. Hedrich Calderon, La Union
10. Michael Angelo Arellano, Cavite
11. Rachelle Hernandez, Quezon
12. Junex Firmalino, General Santos
13. Christian Jay Subaste, Ilocos Norte
14. Maria Elena S. De Guzman, Parañaque
15. Rocil Edeza, Taguig
16. Rogelio A. Sebastian Jr., Nueva Ecija
17. Jayson Palafox Alviar, Aurora Province
18. Edmar San Jose Elcarte, Laguna
19. Rommel S. Yapchiongco, Nueva Ecija
20. Alexander Dela Cruz, Quezon City
21. Anthony Abustan, Marikina
22. Manuel D.C. Pingca III, Marikina
23. Jaybee J. Bernandino, Nueva Ecija

RESOLVED FINALLY, that the AYNLA Leaders’ Congress shall be conducted on August 06-07, 2016 at Pasay City, Metropolitan Manila.

Done in Pasay City, Philippines this 15 July 2016.

(sgd).Nr. REIGNER JIREH D. ANTIQUERA, Chairperson
(sgd).Nr. BILLY JAY B. GUANSING, Vice-Chairperson
(sgd.)Nr. JONATHAN D. MONIS, Corporate Secretary
(sgd.)Nr. MARIA KRISTINA D. SIUAGAN, Corporate Treasurer
(sgd). Nr. RAYMOND L. GARCIA, Corporate Auditor                
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large
(sgd.) Nr. NIKKON S. FORTUNATO, Trustee-At-Large

A RESOLUTION DIRECTING THE CORPORATE SECRETARY TO FILE THE AMENDED ARTICLES OF INCORPORATION TO THE SEC

WHEREAS, the AYNLA Board of Trustees hereinafter termed as “Board” do hereby find as follows:

WHEREAS, in consonance to Board Resolution 002-16 and Board Resolution 005-16, a joint meeting of the Board and core members of AYNLA were conducted on August 6, 2016 at Pasay City, Philippines;

WHEREAS, during the said joint meeting, the Board and core members proposed and introduced amendments to the Articles of Incorporation of AYNLA ;

WHEREAS, the amendments refer to the FIRST article or the change in the Corporate Name, SECOND article or the revisions of the purpose/s of the Corporation, THIRD article or the change of principal office of the Corporation, FOURTH, FIFTH, SIXTH, SEVENTH, EIGHT, NINTH, ELEVENTH, THIRTEENTH, FOURTEENTH, FIFTEENTH & SIXTEENTH articles or change with respect ONLY of the word Alliance to AYNLA. Further, ELEVENTH article or the revision of sources or means for the sustenance of the Corporation within its mandate, and THIRTEENTH or the change of voting requirements for a valid corporate act;

WHEREAS, upon motion, all members of the Board and the vote of all the core members present thereat approved the aforesaid amendents;

WHEREAS, as a matter of procedure, the said Amended Articles of Corporation of AYNLA must be filed before the Securities and Exchange Commission.

NOW THEREFORE, BE IT HEREBY RESOLVED, that the Corporate Secretary is directed to file the Amended Articles of Incorporation before the Securities and Exchange Commission upon completion of the necessary documents and requirements for the filing of such.

Done in Pasay City, Philippines this 6^th August 2016.

(sgd).Nr. REIGNER JIREH D. ANTIQUERA, Chairperson
(sgd).Nr. BILLY JAY B. GUANSING, Vice-Chairperson
(sgd.)Nr. JONATHAN D. MONIS, Corporate Secretary
(sgd.)Nr. MARIA KRISTINA D. SIUAGAN, Corporate Treasurer
(sgd). Nr. RAYMOND L. GARCIA, Corporate Auditor                
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large
(sgd.) Nr. NIKKON S. FORTUNATO, Trustee-At-Large
(sgd.) Nr. DARREN C. CARIÑO, Trustee-At-Large

A RESOLUTION APPROVING THE RESIGNATION OF NURSE ALVIN CLOYD H. DAKIS AS THE CHAIRPERSON OF THE BOARD OF TRUSTEES, NATIONAL PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE ALLIANCE OF YOUNG NURSE LEADERS AND ADVOCATES INTERNATIONAL INC. (AYNLA INTERNATIONAL INC.)

WHEREAS, the Alliance Board of Trustees herein after term as “Board” do hereby find as follows:

WHEREAS, the Board was informed that Nr. ALVIN CLOYD H. DAKIS has, owing to his personal reasons and/or commitments, tendered his resignation from his position from the Office of the National President and Office of the Chairperson with effect from 01 April 2013;

WHEREAS, the Board received the resignation letter dated 31^st March 2013 through electronic mail (e-mail) on 01 April 2013;

WHEREAS, the letter of resignation received from Nr. ALVIN CLOYD H. DAKIS was tabled at the meeting on 07 April 2013;

WHEREAS, one of the Board Members manifested that the effectivity of the said resignation letter be extended until the end of month of April or May 2013 to provide ample time to properly indorse all important documents, reports and other circumstances with respect to the operations of the Alliance both executively and administratively;

WHEREAS, Nr. ALVIN CLOYD H. DAKIS vehemently objected to the said manifestation and expressed that the effectivity of his resignation letter cannot be changed and the same is hereby irrevocable;

WHEREAS, the Board wished to record its deep appreciation for the contribution of Nr. ALVIN CLOYD H. DAKIS as Chairperson of the Board of Trustees, National President and Chief Executive Officer throughout his chairpersonship & presidency and also for the significant contributions he has made to the management of the affairs of the Alliance both internally and externally and for the valuable advises he made to the Board from time to time.

Upon motion duly made and seconded, it was:

RESOLVED THAT without any prejudice, the Board do hereby ACCEPT and APPROVE the resignation of Nr. ALVIN CLOYD H. DAKIS, herein after term as the “resigned party”, as Chairperson of the Board of Trustees and National President & Chief Executive Officer of AYNLA International Inc. with effect from 01 April 2013 as stated in the resignation letter provided that the following conditions are fully complied on or before 31 May 2013:

1. That the detailed list of all records, materials, supplies etc. shall be properly endorsed to the Board on or before 26 April 2013; and such records, materials, supplies etc. shall be physically turned over and be cleared before the stipulated time frame which is 31 May 2013;

2. That all the withdrawn funds reflected in the bank statement used for administrative and project activities shall be liquidated properly and accordingly. Financial and liquidation reports should be in excel worksheet forms / versions for the Alliance's easy archiving. Project liquidation reports and other financial reporting of such nature, should be duly accomplished by the all individuals concerned. Then, liquidation reports including the supporting documents shall be reviewed by the Department Secretary of Budget and Finance/Corporate Treasurer and shall be forwarded to the Secretary General, thereafter. The Secretary General shall formally endorse the liquidation reports to the Board subject to approval. All unsubstantiated and erroneous claims, which include financial reports with frail evidence, expenditures unrelated to the Alliance operations and project activities, diversion of funds with no prior approval from the National Executive Council and/or Board, shall be returned to the Alliance on the agreed arrangements by the Board and the resigned party.

The Corporate Auditor shall participate with other concerned officers/parties in examining all transactions and perform sampling to ensure correctness and accuracy of financial statements. Even with the absence of finance manual, the Corporate Auditor shall examine samples under basic accounting rules and principles;

3. That the project reports which comprise the approved concept note, interim note and final project report of the following project: Usapang Kalusugang Pangkalahatan, Youtube Series (Care Challenge Project), ILO-Decent Work Across Borders Project, and other projects as the case may be shall be endorsed to the incumbent Secretary-General, which shall be endorsed to the Board for approval thereafter. Even when the reporting of past AYNLA projects is subject to the funding agencies' deadlines, the Alliance should demand an interim report of all accomplished process targets.

4. That the resigned party shall help in facilitating the payment of obligations to a certain Mrs. Santuile by providing assistance on the money to be received from PhilHealth as part of the resigned party’s previous deliverable;

5. That the resigned party shall personally endorse his resignation to ALL partners and the same shall copy furnish the incoming administration in all endorsements and make known to ALL AYNLA partners; and

6. That the resigned party shall help with the completion of all his other backlogs even with his immediate resignation or proper turnover, and he shall still be liable to all documentary transactions signed under his name even if he does not hold the presidency or the chairpersonship anymore.

Failure to do so, the Alliance in its capacity as a juridical person duly registered at the Securities and Exchange Commission of the Republic of the Philippines, will exhaust legal remedies and interventions to protect its best interest.

RESOLVED FURTHER to record the appreciation of the Board for the services rendered by the resigned party during his tenure as Chairperson of the Board of Trustees and National President & Chief Executive Officer of the Alliance respectively.

RESOLVED FURTHER THAT Nr. REIGNER JIREH ANTIQUERA, Vice-Chairperson, Nr. JONATHAN MONIS, Corporate Secretary, Nr. JANINA GILLIAN SANTOS, Corporate Treasurer and Nr. MARIA KRISTINA SIUAGAN, Corporate Auditor, be and is hereby severally authorized to file the necessary form with the Securities and Exchange Commission and/or other government agencies; and to do all such acts, deeds and things as may be necessary to give effect to this resolution.  

The resigned party, being interested in this business, neither discussed nor voted on the same.

Done in Ayala Center, Makati City, Philippines this 7^th  day of April, 2013.

Signed,

(sgd).Nr. REIGNER JIREH ANTIQUERA, Vice-Chairperson
(sgd.)Nr. JONATHAN MONIS, Corporate Secretary                      
(sgd.)Nr. JANINA GILLIAN SANTOS, Corporate Treasurer
(sgd). Nr. MARIA KRISTINA SIUAGAN, Corporate Auditor                
(sgd.) Nr. NORMAN SOLAMO, Trustee-At-Large
(sgd.)Nr. LUIS GINO GUZMAN, Trustee-At-Large                         
(sgd.)Nr. MARY JUNILLEE ARAÑO, Trustee-At-Large
(sgd.)Nr. JOHN PAUL PATRIARCA, Trustee-At-Large

CERTIFICATION

            I certify that the conclusions in the above Board Resolution had been reached in consultation before the incident was assigned to the
writer of the resolution of the Board.

(sgd). Nr. REIGNER JIREH ANTIQUERA