Ugnayang Bayan of the Filip;ino commanity in the Csntons Geneva and Vaud

of

Statutes and Bylaws

Document Ilocument

Status:

Vefsion: Date:

L.0
311812006

Final

Ugnayang Bayan of the Filipino community in the Cantons of Geneve and Vattd Stututes and Bvluws

Article I Section

Nameo Purpose, Organs

l:

The name ofthe organization shall be Ugnayang Bayan of the

Filipino community in the Cantons of Geneva and Vaud. Alternatively, the short name ofthe organization shall be Ugnayang Bayan. The organization is formed in accordance with, and subject to, articles 60 and following of the Swiss civil Code is hereby constituted. The organization is domiciled in Geneva, Switzerland.

Section 2i

Purpose. The Ugnayang Bayan was formed to serve as an independent alliance, or a central body uniting the various Filipino groups, formal organizations, and individuals in the cantons of Geneva and Vaud, Switzerland. It will be an assembly for consultation, advice, or discussion of the various Filipino interests in the community. It will provide coordination among Filipino groups to foster better, harmonious, mutually respective, and uniffing relationships between them. It will provide a forum to address issues affecting the Filipino nationals in the cantons of Geneva and Vaud. It will encourage support for one Filipino member group from the other member groups to promote openness and camaraderie among groups. It will assist Filipino groups with meritorious goals, programs for the disadvantaged, or the poor for non-profit funding campaigns. It will promote Filipino cultural heritage by launching projects aimed to re-orient Filipinos here with the Filipino culture. It will promote the local culture immersion for resident Filipinos by sponsoring local language and culture education. It will sponsor projects and collaborate with Filipino groups in the achievement of its purpose.

Ugnayang Bayan is a non-profit organization.

Section 3:

Organs. The organs ofUgnayang Bayan are the General Assembly, the Board of Directors, and the Internal Auditor.

Ugnayang Bayan of the Filipino community in the Cantons of Geneva and Vaud Statutes and Bylaws

Article II
Section 1:

- Membership

Application for Membership in Ugnayang Bayan shall be open to Filipino organizations and individuals that support the purpose statement in Article I, Section 2 and continuing membership is contingent upon being up-to-date on membership dues, which are set by the Board of Directors.
There are two categories of members: Organizations and Individuals. Membership for Organizations shall be granted upon a majorify vote of the Board of Directors. The Board of Directors shall have the right to deny, or terminate the membership of any organization or Individual. Every voting member organnation shall appoint one voting representative for every General Assembly. There are further sub-categories for Individuals: Full Member, and Associate Member. The minimum requirements for a Full Membership: consistent attendance of at least three General Assemblies and/or good participation in projects and committees. The associate member is the entry-level membership for the Individual category and will have the chance for full membership upon approval by at least one member of the Board. The Associate Member will have no voting power by default.
The Board has the rights to establish and define the voting and nonvoting categories of membership. The membership of Ugnayang Bayan is inclusive of Filipino nationals,

Sectian 2: Section 3:

Section 4: Section 5:

Section 6: Section 7:

however not exclusive of non-Filipino nationals. Non-Filipino nationals may become members of Ugnayang Bayan by proven record of partnership, or collaboration with Filipino groups or individuals, or close relationship to a member. The non-Filipino national applicant for membership should apply in writing indicating the intention to join the organization. The approval of membership of a non-Filipino national shall be by voting by the majority of the Board of Directors.

Section 8:

Only Filipino nationals may be nominated and serve as member of Board of Directors and Auditor.

Ugnayang Bayan of the Filipino community in the Cantons of Geneva and Vaud Statutes and Bvlaws

Article III
Section

- Meeting of Members

1:

General Assembly. The date of the regular General Assemblies will be set by the Board of Directors who shall also set the time and place. Special Meetings. Special meetings can be called by: the Board Chair upon the members, or upon the Board of Directors; Chairs of the

Section 2:

commiffees with their own committees.

Section

3:

The Board of Directors must meet at least once a month at an agreed time and place.

Section 4:

Agenda. All Meetings will always have an agendapre-set. Meetings may only evolve upon the agenda and divergence from the agenda will have to be observed by the meeting chairperson and discussions will be directed back to the relevant discussion of the agendawhenever
necessary.

Section 5:

Notice. Notice of each meeting shall be given to the attendees by mail, email, publishing on official website with the meeting agenda, not less than five days before the meeting date. Rules of Order. There will always be a list of rules of order for meetings. All meetings will follow the rules of order set by the Board of Directors, or the Committee on Standards.

Section 6:

Section 7:

A General Assembly may be chaired by a representative of a member Organization on the discretion of the Chair ofthe Board of Directors.

tlgnayang Bayan of the Filipino community in the Cantons of Geneve and Vaud Statutes nnd Bylaws

Article IV
Section 1:

- Conduct

of Body

The Board of Directors will ensure that Ugnayang Bayan, in all its endeavors and intentions be efficient in the delivery of its projects and to maintain a good relationship and image with the Filipino community.

Section 2:

There shall be a minimum of three projects per year. This can be Ugnayang Bayan initiated, or in collaboration with member orsanizations.
The body has two primary projects every year: The Philippine Independence Day, and the Christmas Party event celebrations.

Section Section

3: 4:

Log. A general logging of any issues collecting any concem that generally affects the Filipinos in the community will be done. This log contains pending issues that shall have to be resolved, answered, or given attention by the Board of Directors. At the end of the year or a given period, the Board of Directors will make sure that this log be sufficiently low in number of entries to signify efforts and attention were done on issues affecting the Filipino community.
The body will assist in the development of member organizations that will provide social, economic, or political services that are being requested by the Filipino communify that are presently not available. The

Section

5:

Board of Directors will form ad hoc interim committees to temporarily addrEss the lack of these services. The Board of Directors when receiving this kind of request shall require a petition signature with not less than twenty-five unique signatures. The Board of Directors has the right to approve any request of this nature by a three-fourths vote majority.

Section

6:

Roster of Merits. The body will maintain a roster of merits. The roster will permanently record meritorious projects, efforts, and acts done by member organizations, individuals, in the accomplishment of the purpose

ofUgnayang Bayan.

Section

7:

Self-assessment.from time to time, or whenever requested by the Auditors, the Board of Directors will do a self-assessment of the body, possibly conduct public opinion poll, on its effectivity, and gauge if necessary measures are needed to improve its image, or areas of effectivity are needed to be improved. Measures will be done to address the issues identified in the self-assessment review by the Board of Directors not mor€ than six months after the review. A compliance to the review report shall be written by the Auditors, six months after the review and be published in the official newsletter and website.
The body will be politically informed of what is happening back home in the Philippines, however the main concem of Ugnayang Bayan is being

Section

8:

Ugnayang Bayan of the Filipino community in the Cantons a-f Geneva and Vaud Statutes snd Bylaws

of service to the Filipino community here in the cantons of Geneva and Vaud in its fulfillment of its purpose.

Section 9:

The official languages of the body are: Pilipino, English, and French.
and rapport to member Organization and member Organiations to each other. The body shall recognizethe uniqueness, identity, character, and structure of the member Organization. The body will achieve unity, and harmony on the commonalities inherent: Filipino values, traits, culture, and activities. The body will respect the purpose and definition of the member Organization. This respect shall always be implied in collaboration projects, activities, and in coordination with other member Organizations. Constant communication and adherence to the principles of unity and harmony of the member Organization with each other shall

Section 10: Ugnayang Bayan relation

be expected.

Section 11:

Transparency ofthe member Organizations. Transparency and openness of the member Organization with Ugnayang Bayan and collaborative attitude with each other shall be expected. The representative of the member Organization shall be expected to be also representing Ugnayang Bayan to their organizational membership. Information current within Ugnayang Bayan shall be expected to be shared among membsrs of the member Organization.

Section l2z Individual activities of the member Organization. Any activity ofthe
member Organaation unique to itself and not in collaboration with Ugnayang Bayan shall not be considered an activity of Ugnayang Bayan. Ugnayang Bayan and the other member Organization shall not be responsible for the individual activities of the member Organization.

Section 13:

The Ugnayang Bayan organization shall develop strong partnerships among the various affiliated Filipino organizations and the Philippine Mission in Geneva to launch initiatives to promote the Philippines and the welfare of the Filipino community in the cantons of Geneva and

Vaud.

Ugnayang Bayan of the Filipino community in the Cantons of Geneve and Vaud Statutes and Bylaws

Article V - Board of Directors
Section

1:

The Board of Directors is responsible for overall policy and direction of Ugnayang Bayan. The Board shall have up to fourteen, and no fewer than thirteen directors. The board receives no compensation other than reasonable expenses.

Section

2:

Board Elections. Up to twelve directors shall be elected by the voting representative ofthe member organizations and the voting member Individuals. The directors shall be divided into two election categories for election purposes: Two directors representing the Canton of Vaud, and ten directors from any representation.

Section

3:

Nomination and Election Committee. A Nomination and Election Committee shall be appointed by the Board to: manage the nomination and election of members of the Board of Directors and various other committees; plan for orientation and training ofthe members of the Board and committees. Election Procedures. The Nomination and Election Committee shall bE responsible for nominations from candidates who have answered the call for candidature. Nominees selected by this committee must be members ofthe member organnations, or from member Individuals. All voting members are eligible to vote for each election category. Each voter shall receive a ballot, and shall have a number of votes equal to the number of openings to be filled in the particular election category of the ballot. These votes shall accumulate within an election category. The nominees receiving the largest number ofvoting points in each category in a General Assembly shall be elected to those full term vacancies, which exist. If after the period of the call for candidature the number of candidates is less than the number of seats for elections, no vote shall be necessary and all the candidates shall be considered to have been elected. If after the period of the call for candidature the number of candidates is greater than the number of seats for elections, an election must be organized two months after the close of the candidacy period.
Honorary Directors. The twelve directors elected at the General Assembly shall appoint and elect up to two additional people from the community to serve as additional directors. Honorary directors must repfesent organizations that serve for disadvantaged constituencies or Individuals who has relevant and significant social or political contribution to the body. At the first board meeting after the election, the board will identifu areas of needed representation. The nomination and election committee shall be responsible to recommend nominees for the honorary directors for an election by the board one month and no later than three months after the election of the new Board of Directors. The election of the nominee for the Honorary director shall be a unanimous vote among the incumbent directors.

Section

4:

Section

5:

{-tgnayang Bayan of the

Filipino community in the Cantons

o-f Geneva and Vaud Statutes und Bylnws

Section Section

6: 7:

Terms. All Board members shall serve three-year terms, but are eligible for re-election.

Official Board Meeting. Ortly in an official Board meeting is where offrcial business transactions or motions can be passed attended by a quomm. A one-week notioe is required for notification for an official
Board meeting.

Section Section

8: 9:

Quorum. A quorum must be attended by at least six directors.

Officers and Duties. There shall be five officers of the Board consisting of a Chair, a first Vice-Chair, a second Vice-Chair, Secretary, and Treasurer. The officers shall be elected by the Board after the elections of the Board of Directors. Their duties are as follows: The Chair. The duties of the Chair are: convene regularly scheduled Board meetings and General Assemblies; be responsible for the overall conduct and direction ofUgnayang Bayan; conduct activities in accordance with the purpose statement; appointing all standing and ad hoc committees. The Chair or his or her designate in case of absence shall be responsible in etrgaging Ugnayang Bayan with third parties, or entities not affiliated with Ugnayang Bayan. The Vice Chair. The duties of the Vice Chair are: assisting the Chair in planning and managing.Ugnayang Bayan; presiding at meetings when the Chair is absent; coordinating all collaboration projects with member organizations; assuming any duties delegated by the Chair. The Secretary. The duties of the Secretary are: shall be responsible for keeping records of Board actions, including overseeing the minutes of all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Treasurer. The duties of the Treasurer are: manage finances of Ugnayang Bayan, this will include: preparing the annual budget, monitoring disbursements for adherence to the budget, and preparing the financial reports as required; disburse funds with approval signature from the Chair; report every quarter to the official newsletter and official website the financial statements; chair the Finance Committee.

Section 1.0: Vacancies: When a vacancy on the Board

exists, nominations for new director may be received from the members of Ugnayang Bayan. The election category described in Article V, Section 2 shall be respected when filling-up vacancies.
and Absences. Resignation from the Board be in writing and received by the Secretary. If a Board member has must lost affrliations with his or her member Organization and has been

Section 11: Resignation, Termination

Ugnayang Bayan of the Filiptno community in the Cantons of Geneva and Vaud Statutes and Bylnvs

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elected representing the same member Organization, that Board member can keep his or her membership in the Board by a three-fourths vote of the remaining directors otherwise he or she shall lose his or her membership in the Board. A Board member shall be dropped for excess absences from the Board ifhe or she has three unexcused absences from Board meetings in a year. A Board member may be removed for any :roason by a three-fourths vote of the remaining directors.

Section 12:

The Board may set dues schedules for memberships

Section 13: The first Board of Directors of Ugnayang Bayan shall

start the process

of

registration of Ugnayang Bayan as a legal entity to the local Geneva government upon being elected.

10

(Jgnayang Bayan of the Fitipino community in the Contons of Geneva and Vaud Statutes and Bylaws

Article VI
Section 1:

- Committees

The Board may create committees as needed. There shall be five standing committees - Finance, Cultural, Business Development, Standards, IT and Internet Presence Committees. The Chair of the Board appoints all committee chairs, except for Finance where the Treasurer is automatically the Chair. Committee chairs must be members of the Board. Volunteers coming from the community will be encouraged to become staffand members ofthe various commiffees.

Section

2z

Finance Committee. The Treasurer is chair of the Finance cortrmittee. The Finance Committee is responsible for developing and reviewing financial procedures, a fund raising plan, and annual budget with staff and other Board members. The Board must approve the budget. The Board must approve any major change in the budget. Quarterly reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial reports shall be published in the official newsletter and website.

Section 3:

Cultural Committee. The cultural committee shall operate within two cultural aspects: Filipino culture re-orientation and local culture integration. It shall be responsible for launching projects that instill in the community a greater sense of pride, appreciation, and affinity with the Filipino culture. This will include holding Pilipino language and culture classes. The language and culture program will prioritize the Filipinos who have spent much oftheir time outside the Philippines, and wishes to be re-integrated with their Filipino cultural ties and language. The Cultural Committee is also responsible for the Filipino-themed events mainly the lndependence Day and Christrnas Day Event celebrations. Depending upon the cultural committee chair, and the Board, the local culfure integration can be a separatg sub-committee. This sub-committee will launch projects that aim to enhance local language and cultural knowledge necessary for quick and practical integration into the local culture.
Standards Committee. The Standards Commiffee will be responsible for drafting operating procedures, methodologies and processes that will be used by the Board and Ugnayang Bayan as a whole. It will submit to the Board all its proposals for approval. It will be responsible for maintaining the: Rules of Order during Meetings; Rules of Voting Powers; Statutes and Bylaws. It will advice and remind the Board on all legal requirements needed to be filed to local bodies and authorities. It will also keep an up-to-date record of all Ugnayang Bayan members in coordination with the Secretary. Business Development Committee. The Business Development Committee shall be responsible for drafting business and commerce

Section 4:

Section 5:

Ugnayang Bayan of the Filipino community in the Cantons of Geneve and Vaud Statutes and Bylaws

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proposals for the creation of new commercial endeavors for the community so that new businesses are encouraged and developed.

Section

6:

Communications Committee. All Board members will be members ofthe Communications Committee. The Communications Committee will be responsible for the plblication of the official website, newsletter, Intemet and other computer-based communications. The intent, purpose, activities, projects of the body shall be published by this committee on any available medium ofpublic communication. This committee will be responsible for the official website of Ugnayang Bayan whose published online content reflect the purpose, policies, projects, and plans of the body. The official website shall serve also as a feedback mechanism aimed to gather response from the Filipino community by providing communication between Ugnayang Bayan and the Filipino community through the official website. The official website shall provide practical information, resources, and will also be a marketplace for: ideas, selling and buying of items, announcement and research of work opportunities. The committee shall also initiate projects or collaborate with other member organizations for the computer and Intemet literacy of the Filipino community.

Ugnayang Bayan of the Filipino communiQ in the Cantons af Geneva and Vaud Statutes ilnd Bvlaws

Article VII - Auditoro Executive Director and Staff
Section 1:
Internal Auditor. The Internal Auditor shall be responsible in the: performance and financial audit of Ugnayang Bayan as a body; appraisal and review ofprojects conducted; adherence ofthe Board of the Directors to the statutes and bylaws. The Auditor has the right to recommend to the Board that a public opinion poll be conducted. The Auditor shall have access to all corporate records. The Auditor has the right to sit in General Assemblies and Official Board meetings. The Auditor shall sit in Official Board meetings not less than three times a year. The Auditor shall write a performance review report on a semiannual basis and have the results available to public. The Auditor has the right to oreate an ad hoc committee: the Internal Audit Committee. The Intefnal Auditor shall be elected atthe same procedures and period as the Board of Directors. Executive Director. Should the normal operations of Ugnayang Bayan need a day4o-day operation, the Board shall hire an Executive Director. The Executive Director position is a voluntary work position wherein upon the discretion of the Board may or may not receive compensation. The Executive Director has day-to-day responsibility for Ughayang Bayan, including carrying out goals and Board policy. The Executive Director will attend all Board meetihgs; report on progress of activities, answer questions of Board members and catry out duties in the job description. The Board can designate other duties as necessary. The Executive director has the right to hire volunteers as staff.

Section 2i

ugnayang Bayan of the Filipino communtity in the Cantons of Geneva and Vaud
Stututes and Bylanus

13

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Article VIII - Amendments
Section

L:

These Bylaws may be amended when necessary by a majority vote of the General Assembly. Proposed amendme,nts must be subrnitted to the Standards Committee and the Secretary.

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Ugnayang Bayan af the Fitipino commurnity in the Cantons af Geneva and Yaud. Stalutes and Bylnws

Article IX
Section

- Dissolution

1:

'

Ugnayang Bayan maybe dissolved by avote ofthe General AssemblS who shall decide on the disposition of its assets. Such assets (financial, intellectual, or of any other nature) may only be transferred to another Filipino not-for-profit organization with similm objectives to Ugnayang Bayan. In the absence of a suitable candidate organization or the inability or impracticality of agreeing on one, the assets shall be donated to the Philippine Mission in Geneva to be held as funds-in-trust.

Ugnayang Bayan af the Filipino community in the Cantons of Geneva and Yaud Statutes and Bylor,tts

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Appendix
History:

2l March 2A86
18 May

1" Dr $treleased

l't Review by the General Assembly 2006 22 May 2006 zod Draft released zodReview by the General Assembty 15 June 2006 11 July 2006 3'd Draft released 3"d Review by the General Assembly 20 JuIy 2006 31 August 2006 Ratification