Statutes Ugnayang Bayan

8/14/2019 Statutes Ugnayang Bayan

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Ugnayang Bayanof the Filip;ino commanity in the Csntons ofGeneva and Vaud

Statutes and Bylaws

Document Vefsion: L.0Ilocument Date: 311812006Status: Final


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Ugnayang Bayan of the Filipino community in the Cantons of Geneve and VattdStututes and Bvluws

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Article I - Nameo Purpose, OrgansThe name ofthe organization shall be Ugnayang Bayan of the Filipinocommunity in the Cantons of Geneva and Vaud. Alternatively, theshort name ofthe organization shall be Ugnayang Bayan. Theorganization is formed in accordance with, and subject to, articles 60 andfollowing of the Swiss civil Code is hereby constituted. The organizationis domiciled in Geneva, Switzerland.Purpose. The Ugnayang Bayan was formed to serve as an independentalliance, or a central body uniting the various Filipino groups, formalorganizations, and individuals in the cantons of Geneva and Vaud,Switzerland. It will be an assembly for consultation, advice, ordiscussion of the various Filipino interests in the community. It willprovide coordination among Filipino groups to foster better, harmonious,mutually respective, and uniffing relationships between them. It willprovide a forum to address issues affecting the Filipino nationals in thecantons of Geneva and Vaud. It will encourage support for one Filipinomember group from the other member groups to promote openness andcamaraderie among groups. It will assist Filipino groups with meritoriousgoals, programs for the disadvantaged, or the poor for non-profit fundingcampaigns. It will promote Filipino cultural heritage by launchingprojects aimed to re-orient Filipinos here with the Filipino culture. It willpromote the local culture immersion for resident Filipinos by sponsoringlocal language and culture education. It will sponsor projects andcollaborate with Filipino groups in the achievement of its purpose.Ugnayang Bayan is a non-profit organization.Organs. The organs ofUgnayang Bayan are the General Assembly, theBoard of Directors, and the Internal Auditor.


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Article II - MembershipApplication for Membership in Ugnayang Bayan shall be open toFilipino organizations and individuals that support the purpose statementin Article I, Section 2 and continuing membership is contingent uponbeing up-to-date on membership dues, which are set by the Board ofDirectors.There are two categories of members: Organizations and Individuals.Membership for Organizations shall be granted upon a majorify vote ofthe Board of Directors. The Board of Directors shall have the right todeny, or terminate the membership of any organization or Individual.Every voting member organnation shall appoint one votingrepresentative for every General Assembly.There are further sub-categories for Individuals: Full Member, andAssociate Member. The minimum requirements for a Full Membership:consistent attendance of at least three General Assemblies and/or goodparticipation in projects and committees. The associate member is theentry-level membership for the Individual category and will have thechance for full membership upon approval by at least one member of theBoard. The Associate Member will have no voting power by default.The Board has the rights to establish and define the voting and non-voting categories of membership.The membership of Ugnayang Bayan is inclusive of Filipino nationals,however not exclusive of non-Filipino nationals. Non-Filipino nationalsmay become members of Ugnayang Bayan by proven record ofpartnership, or collaboration with Filipino groups or individuals, or closerelationship to a member. The non-Filipino national applicant formembership should apply in writing indicating the intention to join theorganization. The approval of membership of a non-Filipino nationalshall be by voting by the majority of the Board of Directors.Only Filipino nationals may be nominated and serve as member of Boardof Directors and Auditor.


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Ugnayang Bayan of the Filipino community in the Cantons of Geneva and VaudStatutes and Bvlaws

Article III - Meeting of MembersSection 1: General Assembly. The date of the regular General Assemblies will beset by the Board of Directors who shall also set the time and place.Section 2: Special Meetings. Special meetings can be called by: the Board Chairupon the members, or upon the Board of Directors; Chairs of thecommiffees with their own committees.Section 3: The Board of Directors must meet at least once a month at an agreedtime and place.Section 4: Agenda. All Meetings will always have an agendapre-set. Meetings mayonly evolve upon the agenda and divergence from the agenda will have

to be observed by the meeting chairperson and discussions will bedirected back to the relevant discussion of the agendawhenevernecessary.Notice. Notice of each meeting shall be given to the attendees by mail, e-mail, publishing on official website with the meeting agenda, not lessthan 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.A General Assembly may be chaired by a representative of a memberOrganization on the discretion of the Chair ofthe Board of Directors.

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

Section 1:Article IV - Conduct of Body

The Board of Directors will ensure that Ugnayang Bayan, in all itsendeavors and intentions be efficient in the delivery of its projects and tomaintain a good relationship and image with the Filipino community.There shall be a minimum of three projects per year. This can beUgnayang Bayan initiated, or in collaboration with memberorsanizations.

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Section 3: The body has two primary projects every year: The PhilippineIndependence Day, and the Christmas Party event celebrations.Section 4: Log. A general logging of any issues collecting any concem that

generally affects the Filipinos in the community will be done. This logcontains pending issues that shall have to be resolved, answered, or givenattention by the Board of Directors. At the end of the year or a givenperiod, the Board of Directors will make sure that this log be sufficientlylow in number of entries to signify efforts and attention were done onissues affecting the Filipino community.Section 5: The body will assist in the development of member organizations thatwill provide social, economic, or political services that are beingrequested by the Filipino communify that are presently not available. TheBoard of Directors will form ad hoc interim committees to temporarily

addrEss the lack of these services. The Board of Directors when receivingthis kind of request shall require a petition signature with not less thantwenty-five unique signatures. The Board of Directors has the right toapprove 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 rosterwill permanently record meritorious projects, efforts, and acts done bymember organizations, individuals, in the accomplishment of the purposeofUgnayang Bayan.Section 7: Self-assessment.from time to time, or whenever requested by theAuditors, the Board of Directors will do a self-assessment of the body,

possibly conduct public opinion poll, on its effectivity, and gauge ifnecessary measures are needed to improve its image, or areas ofeffectivity are needed to be improved. Measures will be done to addressthe issues identified in the self-assessment review by the Board ofDirectors not mor than six months after the review. A compliance to thereview report shall be written by the Auditors, six months after thereview and be published in the official newsletter and website.Section 8: The body will be politically informed of what is happening back home in

the Philippines, however the main concem of Ugnayang Bayan is being


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of service to the Filipino community here in the cantons of Geneva andVaud in its fulfillment of its purpose.The official languages of the body are: Pilipino, English, and French.Ugnayang Bayan relation and rapport to member Organization andmember Organiations to each other. The body shall recognizetheuniqueness, identity, character, and structure of the memberOrganization. The body will achieve unity, and harmony on thecommonalities inherent: Filipino values, traits, culture, and activities.The body will respect the purpose and definition of the memberOrganization. This respect shall always be implied in collaborationprojects, activities, and in coordination with other memberOrganizations. Constant communication and adherence to the principlesof unity and harmony of the member Organization with each other shallbe expected.Transparency ofthe member Organizations. Transparency and opennessof the member Organization with Ugnayang Bayan and collaborativeattitude with each other shall be expected. The representative of themember Organization shall be expected to be also representingUgnayang Bayan to their organizational membership. Informationcurrent within Ugnayang Bayan shall be expected to be shared amongmembsrs of the member Organization.Individual activities of the member Organization. Any activity ofthemember Organaation unique to itself and not in collaboration withUgnayang Bayan shall not be considered an activity of UgnayangBayan. Ugnayang Bayan and the other member Organization shall notbe responsible for the individual activities of the member Organization.The Ugnayang Bayan organization shall develop strong partnershipsamong the various affiliated Filipino organizations and the PhilippineMission in Geneva to launch initiatives to promote the Philippines andthe welfare of the Filipino community in the cantons of Geneva andVaud.


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Ugnayang Bayan of the Filipino community in the Cantons of Geneve and VaudStatutes and Bylaws

Article V - Board of DirectorsSection 1: The Board of Directors is responsible for overall policy and direction ofUgnayang Bayan. The Board shall have up to fourteen, and no fewerthan thirteen directors. The board receives no compensation other thanreasonable expenses.Section 2: Board Elections. Up to twelve directors shall be elected by the votingrepresentative ofthe member organizations and the voting memberIndividuals. The directors shall be divided into two election categoriesfor 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 nominationand election of members of the Board of Directors and various othercommittees; plan for orientation and training ofthe members of theBoard and committees.Section 4: Election Procedures. The Nomination and Election Committee shall bEresponsible for nominations from candidates who have answered the callfor candidature. Nominees selected by this committee must be membersofthe member organnations, or from member Individuals. All votingmembers are eligible to vote for each election category. Each voter shallreceive a ballot, and shall have a number of votes equal to the number ofopenings to be filled in the particular election category of the ballot.These votes shall accumulate within an election category. The nomineesreceiving the largest number ofvoting points in each category in a

General Assembly shall be elected to those full term vacancies, whichexist. If after the period of the call for candidature the number ofcandidates is less than the number of seats for elections, no vote shall benecessary and all the candidates shall be considered to have been elected.If after the period of the call for candidature the number of candidates isgreater than the number of seats for elections, an election must beorganized two months after the close of the candidacy period.Section 5: Honorary Directors. The twelve directors elected at the General

Assembly shall appoint and elect up to two additional people from thecommunity to serve as additional directors. Honorary directors mustrepfesent organizations that serve for disadvantaged constituencies orIndividuals who has relevant and significant social or politicalcontribution to the body. At the first board meeting after the election, theboard will identifu areas of needed representation. The nomination andelection committee shall be responsible to recommend nominees for thehonorary directors for an election by the board one month and no laterthan three months after the election of the new Board of Directors. Theelection of the nominee for the Honorary director shall be a unanimousvote among the incumbent directors.


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{-tgnayang Bayan of the Filipino community in the Cantons o-f Geneva and VaudStatutes und Bylnws

Section 6: Terms. All Board members shall serve three-year terms, but are eligiblefor re-election.Section 7: Official Board Meeting. Ortly in an official Board meeting is whereoffrcial business transactions or motions can be passed attended by aquomm. A one-week notioe is required for notification for an officialBoard meeting.Section 8: Quorum. A quorum must be attended by at least six directors.Section 9: Officers and Duties. There shall be five officers of the Board consistingof a Chair, a first Vice-Chair, a second Vice-Chair, Secretary, andTreasurer. The officers shall be elected by the Board after the electionsof the Board of Directors. Their duties are as follows:

The Chair. The duties of the Chair are: convene regularly scheduledBoard meetings and General Assemblies; be responsible for the overallconduct and direction ofUgnayang Bayan; conduct activities inaccordance with the purpose statement; appointing all standing and adhoc committees. The Chair or his or her designate in case of absenceshall be responsible in etrgaging Ugnayang Bayan with third parties, orentities not affiliated with Ugnayang Bayan.The Vice Chair. The duties of the Vice Chair are: assisting the Chair inplanning and managing.Ugnayang Bayan; presiding at meetings whenthe Chair is absent; coordinating all collaboration projects with memberorganizations; assuming any duties delegated by the Chair.The Secretary. The duties of the Secretary are: shall be responsible forkeeping records of Board actions, including overseeing the minutes of allboard meetings, sending out meeting announcements, distributing copiesof minutes and the agenda to each Board member, and assuring thatcorporate records are maintained.The Treasurer. The duties of the Treasurer are: manage finances ofUgnayang Bayan, this will include: preparing the annual budget,monitoring disbursements for adherence to the budget, and preparing thefinancial reports as required; disburse funds with approval signature fromthe Chair; report every quarter to the official newsletter and officialwebsite the financial statements; chair the Finance Committee.

Section 1.0: Vacancies: When a vacancy on the Board exists, nominations for newdirector may be received from the members of Ugnayang Bayan. Theelection category described in Article V, Section 2 shall be respectedwhen filling-up vacancies.

Section 11: Resignation, Termination and Absences. Resignation from the Boardmust be in writing and received by the Secretary. If a Board member haslost affrliations with his or her member Organization and has been


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Ugnayang Bayan of the Filiptno community in the Cantons of Geneva and VaudStatutes and Bylnvs

elected representing the same member Organization, that Board membercan keep his or her membership in the Board by a three-fourths vote ofthe remaining directors otherwise he or she shall lose his or hermembership in the Board. A Board member shall be dropped for excessabsences from the Board ifhe or she has three unexcused absences fromBoard 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 membershipsSection 13: The first Board of Directors of Ugnayang Bayan shall start the process ofregistration of Ugnayang Bayan as a legal entity to the local Genevagovernment upon being elected.

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Article VI - CommitteesThe Board may create committees as needed. There shall be fivestanding committees - Finance, Cultural, Business Development,Standards, IT and Internet Presence Committees. The Chair of the Boardappoints all committee chairs, except for Finance where the Treasurer isautomatically the Chair. Committee chairs must be members of theBoard. Volunteers coming from the community will be encouraged tobecome staffand members ofthe various commiffees.Finance Committee. The Treasurer is chair of the Finance cortrmittee.The Finance Committee is responsible for developing and reviewingfinancial procedures, a fund raising plan, and annual budget with staffand other Board members. The Board must approve the budget. TheBoard must approve any major change in the budget. Quarterly reportsare required to be submitted to the Board showing income, expenditures,and pending income. The financial reports shall be published in theofficial newsletter and website.Cultural Committee. The cultural committee shall operate within twocultural aspects: Filipino culture re-orientation and local cultureintegration. It shall be responsible for launching projects that instill in thecommunity a greater sense of pride, appreciation, and affinity with theFilipino culture. This will include holding Pilipino language and cultureclasses. The language and culture program will prioritize the Filipinoswho have spent much oftheir time outside the Philippines, and wishes tobe re-integrated with their Filipino cultural ties and language. TheCultural Committee is also responsible for the Filipino-themed eventsmainly the lndependence Day and Christrnas Day Event celebrations.Depending upon the cultural committee chair, and the Board, the localculfure integration can be a separatg sub-committee. This sub-committeewill launch projects that aim to enhance local language and culturalknowledge necessary for quick and practical integration into the localculture.Standards Committee. The Standards Commiffee will be responsible fordrafting operating procedures, methodologies and processes that will beused by the Board and Ugnayang Bayan as a whole. It will submit to theBoard all its proposals for approval. It will be responsible formaintaining the: Rules of Order during Meetings; Rules of VotingPowers; Statutes and Bylaws. It will advice and remind the Board on alllegal requirements needed to be filed to local bodies and authorities. Itwill also keep an up-to-date record of all Ugnayang Bayan members incoordination with the Secretary.Business Development Committee. The Business DevelopmentCommittee shall be responsible for drafting business and commerceSection 5:


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proposals for the creation of new commercial endeavors for thecommunity so that new businesses are encouraged and developed.Section 6: Communications Committee. All Board members will be members oftheCommunications Committee. The Communications Committee will beresponsible 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 onany available medium ofpublic communication. This committee will beresponsible for the official website of Ugnayang Bayan whosepublished online content reflect the purpose, policies, projects, and plansof the body. The official website shall serve also as a feedbackmechanism aimed to gather response from the Filipino community byproviding communication between Ugnayang Bayan and the Filipinocommunity through the official website. The official website shallprovide practical information, resources, and will also be a marketplacefor: ideas, selling and buying of items, announcement and research ofwork opportunities. The committee shall also initiate projects orcollaborate with other member organizations for the computer andIntemet literacy of the Filipino community.


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

Article VII - Auditoro Executive Director and StaffSection 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 ofthe Directors to the statutes and bylaws. The Auditor has the right torecommend to the Board that a public opinion poll be conducted. TheAuditor shall have access to all corporate records. The Auditor has theright to sit in General Assemblies and Official Board meetings. TheAuditor shall sit in Official Board meetings not less than three times ayear. The Auditor shall write a performance review report on a semi-annual basis and have the results available to public. The Auditor has theright to oreate an ad hoc committee: the Internal Audit Committee. TheIntefnal Auditor shall be elected atthe same procedures and period as theBoard of Directors.Executive Director. Should the normal operations of Ugnayang Bayanneed a day4o-day operation, the Board shall hire an Executive Director.The Executive Director position is a voluntary work position whereinupon the discretion of the Board may or may not receive compensation.The Executive Director has day-to-day responsibility for UghayangBayan, including carrying out goals and Board policy. The ExecutiveDirector will attend all Board meetihgs; report on progress of activities,answer questions of Board members and catry out duties in the jobdescription. The Board can designate other duties as necessary. TheExecutive director has the right to hire volunteers as staff.

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Statutes ilnd Bvlaws


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ugnayang Bayan of the Filipino communtity in the Cantons of Geneva and Vaud 13ver * "ilitututes and Bylanus

Article VIII - AmendmentsSection L: These Bylaws may be amended when necessary by a majority vote of theGeneral Assembly. Proposed amendme,nts must be subrnitted to theStandards 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 - DissolutionSection 1: Ugnayang Bayan maybe dissolved by avote ofthe General AssemblSwho shall decide on the disposition of its assets. Such assets (financial,' intellectual, or of any other nature) may only be transferred to anotherFilipino not-for-profit organization with similm objectives to UgnayangBayan. In the absence of a suitable candidate organization or theinability or impracticality of agreeing on one, the assets shall be donatedto the Philippine Mission in Geneva to be held as funds-in-trust.


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Ugnayang Bayan af the Filipino community in the Cantons of Geneva and Yaud 1sves" $ "#tatutes and Bylor,tts

AppendixHistory:2l March 2A86 1" Dr $treleased18 May 2006 l't Review by the General Assembly22 May 2006 zod Draft released15 June 2006 zodReview by the General Assembty11 July 2006 3'd Draft released20 JuIy 2006 3"d Review by the General Assembly31 August 2006 Ratification

Documents

Statutes Ugnayang Bayan