Ugnayang Bayan

of the Filip;ino commanity in the Csntons of

Geneva and Vaud

Statutes and Bylaws

Document Vefsion: L.0

Ilocument Date: 311812006
Status: Final
 Ugnayang Bayan of the Filipino community in the Cantons of Geneve and Vattd
Stututes and Bvluws

Article I - Nameo Purpose, Organs

Section 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 - Membership
Section 1: 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.

Sectian 2: There are two categories of members: Organizations and Individuals.

Section 3: 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.

Section 4: Every voting member organnation shall appoint one voting

representative for every General Assembly.

Section 5: 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.

Section 6: The Board has the rights to establish and define the voting and non-
voting categories of membership.

Section 7: The membership of Ugnayang Bayan is inclusive of Filipino nationals,

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 - Meeting of Members

Section 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.

Section 2: Special Meetings. Special meetings can be called by: the Board Chair
upon the members, or upon the Board of Directors; Chairs of the
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, e-
mail, publishing on official website with the meeting agenda, not less
than five days before the meeting date.

Section 6: 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 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 - Conduct of Body

Section 1: 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.

Section 3: The body has two primary projects every year: The Philippine
Independence 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 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.

Section 5: 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
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.

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
 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.

Section 10: Ugnayang Bayan relation 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
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.

Section 4: 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.

Section 5: 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.
 {-tgnayang Bayan of the Filipino community in the Cantons o-f Geneva and Vaud
Statutes und Bylnws

Section 6: Terms. All Board members shall serve three-year terms, but are eligible
for re-election.

Section 7: 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 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 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.

Section 11: Resignation, Termination and Absences. Resignation from the Board
must be in writing and received by the Secretary. If a Board member has
lost affrliations with his or her member Organization and has been
 Ugnayang Bayan of the Filiptno community in the Cantons of Geneva and Vaud 9
Statutes and Bylnvs f i:l'f' $.{h

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 - Committees
Section 1: 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.

Section 4: 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.

Section 5: Business Development Committee. The Business Development

Committee shall be responsible for drafting business and commerce
 Ugnayang Bayan of the Filipino community in the Cantons of Geneve and Vaud 11
Statutes and Bylaws

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 semi-
annual 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.

Section 2i 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.
 ugnayang Bayan of the Filipino communtity in the Cantons of Geneva and Vaud 13
Stututes and Bylanus ver * "ili

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.
 l4 Ugnayang Bayan af the Fitipino commurnity in the Cantons af Geneva and Yaud.
+ J\
h'{:*" { "4} Stalutes and Bylnws

Article IX - Dissolution
Section 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 1s
Statutes and Bylor,tts ves" $ "#

Appendix
History:

2l March 2A86 1" Dr $treleased

18 May 2006 l't Review by the General Assembly

22 May 2006 zod Draft released

15 June 2006 zodReview by the General Assembty

11 July 2006 3'd Draft released

20 JuIy 2006 3"d Review by the General Assembly

31 August 2006 Ratification