Corporate powers and profit restriction
- The corporation has the power of perpetual succession; it may sue and be sued; it may enter into contracts.
- The corporation may acquire, own, lease, convey and dispose of real and personal estate, land grants, rights, and choses in action as are necessary for corporate purposes.
- The corporation may accept and receive funds and real and personal property by gift, devise, bequest, or other means, and may conduct fund-raising activities.
- The corporation may adopt and use a seal, and it may alter and destroy it.
- The corporation may conduct its business and affairs in Metropolitan Manila and in the regions, provinces, cities, municipalities, and barangays of the Philippines.
- The corporation may make and adopt bylaws, rules and regulations not inconsistent with the Act and Philippine laws, including regulations for the election of associates and successors.
- The corporation has no power to issue certificates of stock or to declare or pay dividends, because its objectives and purposes are solely of benevolent character and not for pecuniary profit of its members.
Purpose and scout training program
- The purpose of the corporation is to promote, through organization and cooperation with other agencies, the ability of boys to do useful things for themselves and others.
- The corporation must train boys in scoutcraft.
- The corporation must inculcate boys with patriotism, civic consciousness and responsibility, courage, self-reliance, discipline, and kindred virtues, and moral values.
- The corporation must use the method commonly used by Boy Scouts.
National leadership and Chief Scout
- The President of the Philippines is the Chief Scout of the Boy Scouts of the Philippines.
Governance: National Executive Board
- The governing body consists of a National Executive Board whose members must be Filipino citizens of good moral character.
- The National Executive Board composition includes:
- (a) One (1) charter member elected by the members of the National Council.
- (b) Regional chairmen of scout regions elected by representatives of all local scout councils of the region; a regional chairman candidate need not be the chairman of a local scout council.
- (c) The Secretary of Education, Culture and Sports.
- (d) The National President of the Girl Scouts of the Philippines.
- (e) One (1) senior scout each from Luzon, Visayas and Mindanao, elected by senior scout delegates of local scout councils to scout youth forums to represent the boy scout membership.
- (f) Twelve (12) regular members elected by the National Council.
- (g) At least ten (10) but not more than fifteen (15) additional members from the private sector, elected by the National Executive Board at the organizational meeting of the newly reconstituted National Executive Board held immediately after the National Council meeting where the twelve (12) regular members and one (1) charter member were elected.
- The National Executive Board then elects from among themselves:
- President
- Senior Vice-President
- One (1) Vice-President each from Luzon, Visayas and Mindanao
- Such other officers as the Board may deem necessary.
- The numerical composition of the National Executive Board must be provided in the bylaws and must be at least thirty (30) and not more than forty-five (45) for all elected, life, and ex officio members.
- The term of office of National Executive Board members is one (1) year, except regular members elected by the National Council whose term is three (3) years.
- For the first twelve (12) regular members elected by the National Council, the initial terms are divided by election votes:
- The first four (4) highest-vote members serve three (3) years,
- The next four (4) serve two (2) years,
- The last four (4) serve one (1) year.
- Vacancies in the National Executive Board are filled by a majority vote of the remaining members; the elected replacement serves only the unexpired term.
- The bylaws may prescribe the quorum number for the Board, but the quorum number must be not less than the majority of the entire membership of the Board.
- The National Executive Board exercises these powers and functions:
- (a) Make and amend bylaws subject to ratification by a majority vote of members present at a National Council meeting or special meeting called for that purpose.
- (b) Authorize and cause execution of mortgages and liens upon corporate property by a two-thirds (2/3) vote of the whole Board in a meeting called for that purpose.
- (c) Designate five (5) or more members to form an executive/governing committee; a majority constitutes quorum; the committee exercises Board powers in management to the extent provided in the resolution or bylaws, and may authorize affixing the corporation seal to required papers.
- (d) Create standing committees and appoint their chairmen and members by the affirmative vote of a majority of the whole Board; standing committees exercise powers authorized by bylaws.
- (e) Dispose of all or part of corporate property in any manner only with written consent and upon an affirmative vote of two-thirds (2/3) of the members of the National Council.
- (f) Hold regular meetings at least once every two (2) months, at times and places designated in the bylaws; special meetings may be called upon notice as prescribed in the bylaws.
Governance: National Council and voting
- The National Council consists of:
- (a) Members of the National Executive Board
- (b) Charter members
- (c) Regional commissioners
- (d) Chairmen and commissioners of all local scout councils
- (e) Other duly accredited delegates of local scout councils as provided in bylaws.
- Qualifications, terms of office, and manner of electing National Council members are prescribed in the bylaws.
- The numerical composition of the National Council is provided in the bylaws, and all regions and local councils must be represented by at least two (2) duly accredited delegates, in addition to delegates who are already members under the National Executive Board composition.
- The annual meeting of the National Council is held at the time and place prescribed in the bylaws, where annual reports of officers and the National Executive Board are presented and elections of National Executive Board members occur.
- Special meetings of the National Council may be called upon notice prescribed in the bylaws.
- One-third (1/3) of National Council members constitutes a quorum to do business at any annual or special meeting.
- The National Council and the National Executive Board have power to hold their meetings and keep the seal, books, documents, and papers within or without Metropolitan Manila.
- The National President presides over meetings of the National Council.
- Voting entitlements at National Council meetings are:
- Each local scout council: four (4) votes plus one (1) vote for every ten thousand (10,000) of scout membership.
- Members of the National Executive Board and life members: one (1) vote each.
Identity rights and publication requirement
- The corporation has the sole and exclusive right to use distinctive titles, emblems, descriptive or designing marks, words and phrases, badges, uniforms, and insignia for the Boy Scouts of the Philippines in carrying out its program.
- These distinctive items and identifiers must be used in accordance with the purposes of the Act.
- The distinctive titles, emblems, descriptive or designing marks, words and phrases, badges, uniforms, and insignia must be published in the Official Gazette or in any newspaper of general circulation in the Philippines.
Donations, expenditure rule, and tax privileges
- Any donation or contribution made to the Boy Scouts of the Philippines by:
- the Government or any of its subdivisions, branches, offices, agencies or instrumentalities; or
- a foreign government; or
- private entities and individuals
must be expended by the National Executive Board in pursuance of the Act.
- The corporation is entitled to these tax and duty privileges:
- Exemption from income tax pursuant to Section 26(e), (g) and (h) of the National Internal Revenue Code, as amended.
- Exemption from donor’s tax pursuant to Section 94(a)(3) of the National Internal Revenue Code, as amended.
- Full deductibility of donations from the donor’s gross income for purposes of computing taxable income.
- Tax and/or duty exemption of donations from foreign countries as provided under relevant laws, including but not limited to Section 105 of the Tariff and Customs Code of the Philippines, as amended, and Section 103 of the National Internal Revenue Code, as amended.
- There shall be no discrimination in tax treatment of the Boy and Girl Scouts of the Philippines, despite any other provision of law to the contrary.
Prohibited conduct and criminal penalties
- It is unlawful, within the jurisdiction of the Philippines, for any person to falsely and fraudulently call himself as, or represent himself to be, a member of, or an agent for, the Boy Scouts of the Philippines.
- Violations of any provisions of the Act are punishable by prison correccional in its minimum period or a fine not exceeding PHP 5,000.00, or both, at the discretion of the court.
- It is unlawful for any person to manufacture, sell, or distribute or cause the manufacture, sale, or distribution of fraudulently or without the official knowledge and written consent or permission of the National Executive Board:
- badges, uniforms, insignia, or any other boy scout paraphernalia.
- It is also unlawful to use, apply, feature, or portray such badges, uniforms, insignia, or scouting paraphernalia, or photos/visuals of Boy Scouts in uniform, or the logo, seal, or corporate name of the Boy Scouts of the Philippines in:
- print advertisements,
- radio or television commercials,
- billboards,
- collateral materials, or
- any form of advertisement.
- It is further unlawful to use the name of the Boy Scouts of the Philippines for any illegal purpose or personal gain.
- Any violation of the provisions on distinctive corporate identity (including Section 7) and the advertising/manufacturing/unpermitted use restrictions under the Act is punishable by:
- prison correccional in its medium period to prison mayor in its minimum period, or
- a fine of not less than PHP 10,000 nor more than PHP 100,000, or
- both,
at the discretion of the court.
- For corporate liability, in cases involving corporations, partnerships, associations, societies, or companies, the manager, administrator, or the person in charge of the management or administration of the business is criminally responsible for the violation.
- The criminal penalties are without prejudice to proper civil action for recovery of civil damages, which may be instituted together with or independently of the criminal prosecution.
Transitional governance and reorganization
- Until reorganization and restructuring in accordance with the Act is effected, incumbent officers and members of the National Executive Board and present and past national presidents continue to conduct the affairs of the Boy Scouts of the Philippines and take necessary steps to effect the reorganization.
- A new National Executive Board and a new set of national officers must be elected within six (6) months from the effectivity of the Act.
Separability and continuing validity
- If any section or provision is held invalid, the remaining provisions not affected by the invalidity remain valid.