AFET Constitution and By-Laws (as of 14 December 2006)
KNOW ALL MEN BY THESE PRESENTS:
This Constitution and By-Laws is promulgated by the members of the Association of Filipinos in East Timor (AFET) through the members of the Board of Directors of 2006, building on the work of the Board of Directors of 2005, 2004, 2003 and 2002 and approved through a general referendum conducted on December 09, 2006;
This constitution and by-laws is hereby instituted to take effect on the ___ day of December 2006, five days after ratification by the general assembly of the Association.
Article I
PREAMBLE
We, the members of the Association of Filipinos in East Timor, with the guidance and direction of the Most Sovereign God, and in the spirit of love, unity, collaboration, harmony, justice, fellowship and service to mankind will uphold this constitution and by-laws and will defend its purpose to the best of our ability.
We will be willing to join its cause and move forward for the fulfillment of our duty to help and protect one another as we are also doing service to God, our Creator and the people of Timor-Leste, our host country.
We will be advocates of Filipino culture and values. We will maintain the image of a good Filipino citizen as we follow our host country’s laws, rules and regulations.
This Constitution and By-Laws is promulgated by the members of the Association of Filipinos in East Timor (AFET) through the members of the Board of Directors of 2006, building on the work of the Board of Directors of 2005, 2004, 2003 and 2002 and approved through a general referendum conducted on December 09, 2006;
This constitution and by-laws is hereby instituted to take effect on the ___ day of December 2006, five days after ratification by the general assembly of the Association.
Article I
PREAMBLE
We, the members of the Association of Filipinos in East Timor, with the guidance and direction of the Most Sovereign God, and in the spirit of love, unity, collaboration, harmony, justice, fellowship and service to mankind will uphold this constitution and by-laws and will defend its purpose to the best of our ability.
We will be willing to join its cause and move forward for the fulfillment of our duty to help and protect one another as we are also doing service to God, our Creator and the people of Timor-Leste, our host country.
We will be advocates of Filipino culture and values. We will maintain the image of a good Filipino citizen as we follow our host country’s laws, rules and regulations.
We will protect the integrity of the Association and preserve its non-political nature and orientation. We will strive to encourage and promote cooperation, volunteerism, civic-mindedness, camaraderie and unity amongst all Filipinos in Timor-Leste.
We will do our very best to be good members of this Association.
So help us God.
Article II
NAME, DOMICILE & PURPOSES
Section 1 – Name of the Association. The Association shall be officially called ASSOCIATION OF FILIPINOS IN EAST TIMOR (AFET), hereinafter referred to as the “Association”).
Section 2 - Office and Official Address of the Association. The office and official address of the Association shall be determined by the elected Board of Directors.
Section 3 – Purposes. The Association will exist for the following purposes:
3.1. To promote solidarity, cooperation and unity among all Filipinos working or residing in Timor-Leste;
3.2. To provide legitimate and reasonable support and assistance to the Filipino community in Timor-Leste;
3.3. To create opportunities for sharing expertise, talents and skills with one another and the community in Timor-Leste;
3.4. To support efforts of the international community in building Timor-Leste as an independent and progressive nation.
3.5. To serve as the official link and venue for communication and cooperation
between the Phillippine Embassy having jurisdiction over Timor-Leste, the Timor-Leste government, NGO’s and organizations, and the Filipino community.
3.6. To develop opportunities to support outreach and community welfare projects in the Philippines.
3.7. To raise funds to support the programs and activities of the Association.
Article III
MEMBERSHIP
Section 1 – Qualification for membership. Any natural born or naturalized Filipino citizen of legal age, working or residing in Timor-Leste, of sound mind and of good moral character can be a member of the Association. No other test shall be required for membership in the Association.
Section 2 – Application for Membership. Membership applications shall be governed by the following rules -
2.1. Any Filipino who wishes to be a member of the Association shall fill up a prescribed application form available anytime at the office address of the Association or in a place designated by the Board of Directors;
2.2. The completed application form shall be submitted to the office of the Association and shall be officially received by the Board Secretary.
2.3. Application for membership shall be validated by the members of the Committee on Membership and approved by the President not later than seven (7) days from the filing of the application.
2.4. The Committee on Membership shall immediately inform the applicant on the status of, and action taken on, his/her application in any form of communication not later than fifteen (15) days from the filing of the application.
Section 3 – Membership Fees, Dues & Funding Sources
3.1. Upon approval of the application for membership, the member shall pay a membership fee of US$ 5.00. Membership fee is to be paid only once, except that the membership fee will be collected again when a former member whose membership has been validly terminated or cancelled applies for new membership.
3.2. Annual dues of US$5.00 shall be collected from each member on or before the 31st day of January of every year The amount of the membership fee and the annual dues may be adjusted by the BOD on the basis of relevant grounds and considerations, provided that no such adjustment shall be done more than once a year. The membership shall be duly informed of the adjustment of the membership fee and annual dues. The amount collected shall cover program and administrative costs of the Association. Non-payment of annual dues shall be a ground for cancellation or suspension of membership as specifically provided under Article V of this constitution and by-laws.
3.3. The Association may seek contributions and donations from members and sponsors or donors to finance major undertakings or social development projects which has been identified by the BOD. The Association may also initiate fund-raising activities and small business ventures to raise funds to support the Association’s programs and activities.
Article IV
RIGHTS, PRIVILEGES, DUTIES & RESPONSIBILITIES OF MEMBERS
Section 1 – Rights of Members. The members of the Association shall be vested with the following rights:
1.1. Right to vote on all matters affecting and related to the Association;
1.2. Eligibility to be elected or appointed to any position in the Association;
1.3. Participate in deliberations during membership meeting;
1.4. Express opinions and ideas on matter under discussions;
1.5. Access to the association’s official records during any regular business hours and days.
Section 2 – Privileges of Members. The members of the Association shall enjoy the following privileges:
2.1. Priority to receive available assistance based on need and the resources available;
2.2. To avail of services provided by the Association;
2.3. To participate in all projects and undertakings of the Association;
2.4. Membership in any committee formed to implement a policy or any activity of the Association..
Section 3 – Duties and Obligations of Members. The members of the Association shall have the following duties and obligations:
3.1. Faithfully uphold and obey the constitution and by-laws of the Association
3.2. Comply with the policies, rules and regulations promulgated by the Board of Directors
3.3. Attend meetings and activities called for by the Association
3.4. Promptly pay the Association’s dues and other fees
3.5. Uphold & uplift the Filipino image and good reputation in all actions and words
Article V
TERMINATION AND SUSPENSION OF MEMBERSHIP
Section 1 - Termination of Membership. Termination of membership in the Association may result from any of the following grounds:
1.1. Any member who has changed his/her status and lose his/her qualifications stipulated under Article III, Section 1 shall automatically terminate his/her membership in the Association;
1.2. Any member who has been convicted of a crime by final judgment by a
court of competent jurisdiction in Timor-Leste.
1.3. Commission of major violation of any provision of the constitution and
by- laws of the Association as determined by the Board.
1.4. Willful non-payment of annual dues for a period of three (3) consecutive
years without justifiable cause.
Section 2 – Suspension of Membership. Any member of the Association can be suspended on any of the following grounds:
2.1. Commission of minor violations of the constitution and by-laws of the Association and other rules and regulations or policies promulgated by the Board of Directors;
2.2. Malicious verbal or physical attack committed against members and or officers of the Association;
2.3. Non-payment of annual dues for any period of time.
Section 3 – Procedures and Mechanisms on Termination and Suspension. The
Board of Directors shall determine the procedures to implement Article V of this constitution and by-laws through the Committee on Membership.
Article VI
THE BOARD OF DIRECTORS (BOD)
There shall be a Board of Directors which shall be elected from among, and by the members of the Association by popular vote in a general membership meeting held every first Sunday of December of every year. The following rules will govern the qualifications, election, organization and operation of the BOD -
Section 1 – Composition & Qualification. The BOD is composed of 11 members. Members must have the following qualifications:
1.1. Must be of good moral character
1.2. Must be a member of good standing of the Association
1.3. Must have unquestioned integrity, honesty and decency
1.4. Must have the willingness and ability to serve the Association;
1.5. Must have good leadership skills and potentials
1.6. Must have the will to uphold the constitution and by-laws of the Association
Section 2 – Election and term of Office. The election and term of office of the Board of Directors shall be covered by the following rules -
2.1. The Board of Directors shall be elected by the general membership in an annual general assembly held on the first Sunday of December of each year.
2.2. The BOD members shall have a term of one year, which shall start on the first day of January and end at midnight of the last day of very year. BOD members may not be re-elected for more than two consecutive terms. The term limits are applicable to the members of the BOD in office at the time of the ratification of this constitution and by-laws.
Section 3 – Vacancies. Appointments to vacancies in the BOD shall be governed by the following rules -
3.1. In case of vacancy in the BOD, the President shall have the authority to appoint a replacement from among the members of the Association nominated and voted upon in the last general elections for the BOD receiving the next highest number of votes to those elected. Written invitations for possible appointment shall be sent to those being considered and they will be given a reasonable time to respond. In making the appointment, the President shall take into account the appointee’s qualifications, integrity, honesty, willingness to serve and general acceptability to the general membership. If there are no qualified, willing and available candidates from among those nominated, voted upon and receiving the next highest number of votes in the last general elections without having been elected, the President may appoint from the general membership using the same standards. The appointment shall be effective only upon confirmation by majority of all members of the BOD in a special meeting called for that purpose.
3.2. In case the vacancies in the BOD comprise a majority of all the members, the President may call for a special election to elect new BOD members. In case all the members of the BOD are permanently incapacitated to perform their usual functions, the chairperson of the CSA shall have the authority to call for special elections to elect new Board members.
3.3. In case of a permanent vacancy in the position of President, the Internal Vice-President shall automatically assume and serve as President. In the event that the Internal Vice President is not available, refuses to assume or is otherwise incapacitated to assume the position, the External Vice President shall assume and serve as President. In the event of a vacancy in any of the executive positions or major committee chairs, the remaining members of the BOD shall elect a replacement from among themselves in a regular meeting or a special meeting duly called for the purpose. All such executive officers shall serve only the remaining term of the position to which they have been elected. They shall immediately inform the general membership of the new President or executive officers. The new President, executive officers or major committee chairs shall serve the remaining term of their predecessors.
3.4. All officers or members of the BOD appointed or elected to fill a vacancy shall serve only the remaining term of the position to which he or she has been appointed or elected.
Section 4 – Duties and Responsibilities.. The authority and responsibility to manage the Association and to implement its programs and services are vested upon the BOD.
The following are the duties and responsibilities of the Board of Directors:
A. Duties
4.1. Formulate a short, medium and long term goals of the Association
4.2. Prepare the annual plan and budget of the Association
4.3. Review and propose amendments to the constitution and by-laws, if necessary
4.4. Raise funds for the Association
4.5. Properly and transparently manage the funds of the Association.
4.6. Implement programs and services and projects of the Association
B. Responsibilities
We will do our very best to be good members of this Association.
So help us God.
Article II
NAME, DOMICILE & PURPOSES
Section 1 – Name of the Association. The Association shall be officially called ASSOCIATION OF FILIPINOS IN EAST TIMOR (AFET), hereinafter referred to as the “Association”).
Section 2 - Office and Official Address of the Association. The office and official address of the Association shall be determined by the elected Board of Directors.
Section 3 – Purposes. The Association will exist for the following purposes:
3.1. To promote solidarity, cooperation and unity among all Filipinos working or residing in Timor-Leste;
3.2. To provide legitimate and reasonable support and assistance to the Filipino community in Timor-Leste;
3.3. To create opportunities for sharing expertise, talents and skills with one another and the community in Timor-Leste;
3.4. To support efforts of the international community in building Timor-Leste as an independent and progressive nation.
3.5. To serve as the official link and venue for communication and cooperation
between the Phillippine Embassy having jurisdiction over Timor-Leste, the Timor-Leste government, NGO’s and organizations, and the Filipino community.
3.6. To develop opportunities to support outreach and community welfare projects in the Philippines.
3.7. To raise funds to support the programs and activities of the Association.
Article III
MEMBERSHIP
Section 1 – Qualification for membership. Any natural born or naturalized Filipino citizen of legal age, working or residing in Timor-Leste, of sound mind and of good moral character can be a member of the Association. No other test shall be required for membership in the Association.
Section 2 – Application for Membership. Membership applications shall be governed by the following rules -
2.1. Any Filipino who wishes to be a member of the Association shall fill up a prescribed application form available anytime at the office address of the Association or in a place designated by the Board of Directors;
2.2. The completed application form shall be submitted to the office of the Association and shall be officially received by the Board Secretary.
2.3. Application for membership shall be validated by the members of the Committee on Membership and approved by the President not later than seven (7) days from the filing of the application.
2.4. The Committee on Membership shall immediately inform the applicant on the status of, and action taken on, his/her application in any form of communication not later than fifteen (15) days from the filing of the application.
Section 3 – Membership Fees, Dues & Funding Sources
3.1. Upon approval of the application for membership, the member shall pay a membership fee of US$ 5.00. Membership fee is to be paid only once, except that the membership fee will be collected again when a former member whose membership has been validly terminated or cancelled applies for new membership.
3.2. Annual dues of US$5.00 shall be collected from each member on or before the 31st day of January of every year The amount of the membership fee and the annual dues may be adjusted by the BOD on the basis of relevant grounds and considerations, provided that no such adjustment shall be done more than once a year. The membership shall be duly informed of the adjustment of the membership fee and annual dues. The amount collected shall cover program and administrative costs of the Association. Non-payment of annual dues shall be a ground for cancellation or suspension of membership as specifically provided under Article V of this constitution and by-laws.
3.3. The Association may seek contributions and donations from members and sponsors or donors to finance major undertakings or social development projects which has been identified by the BOD. The Association may also initiate fund-raising activities and small business ventures to raise funds to support the Association’s programs and activities.
Article IV
RIGHTS, PRIVILEGES, DUTIES & RESPONSIBILITIES OF MEMBERS
Section 1 – Rights of Members. The members of the Association shall be vested with the following rights:
1.1. Right to vote on all matters affecting and related to the Association;
1.2. Eligibility to be elected or appointed to any position in the Association;
1.3. Participate in deliberations during membership meeting;
1.4. Express opinions and ideas on matter under discussions;
1.5. Access to the association’s official records during any regular business hours and days.
Section 2 – Privileges of Members. The members of the Association shall enjoy the following privileges:
2.1. Priority to receive available assistance based on need and the resources available;
2.2. To avail of services provided by the Association;
2.3. To participate in all projects and undertakings of the Association;
2.4. Membership in any committee formed to implement a policy or any activity of the Association..
Section 3 – Duties and Obligations of Members. The members of the Association shall have the following duties and obligations:
3.1. Faithfully uphold and obey the constitution and by-laws of the Association
3.2. Comply with the policies, rules and regulations promulgated by the Board of Directors
3.3. Attend meetings and activities called for by the Association
3.4. Promptly pay the Association’s dues and other fees
3.5. Uphold & uplift the Filipino image and good reputation in all actions and words
Article V
TERMINATION AND SUSPENSION OF MEMBERSHIP
Section 1 - Termination of Membership. Termination of membership in the Association may result from any of the following grounds:
1.1. Any member who has changed his/her status and lose his/her qualifications stipulated under Article III, Section 1 shall automatically terminate his/her membership in the Association;
1.2. Any member who has been convicted of a crime by final judgment by a
court of competent jurisdiction in Timor-Leste.
1.3. Commission of major violation of any provision of the constitution and
by- laws of the Association as determined by the Board.
1.4. Willful non-payment of annual dues for a period of three (3) consecutive
years without justifiable cause.
Section 2 – Suspension of Membership. Any member of the Association can be suspended on any of the following grounds:
2.1. Commission of minor violations of the constitution and by-laws of the Association and other rules and regulations or policies promulgated by the Board of Directors;
2.2. Malicious verbal or physical attack committed against members and or officers of the Association;
2.3. Non-payment of annual dues for any period of time.
Section 3 – Procedures and Mechanisms on Termination and Suspension. The
Board of Directors shall determine the procedures to implement Article V of this constitution and by-laws through the Committee on Membership.
Article VI
THE BOARD OF DIRECTORS (BOD)
There shall be a Board of Directors which shall be elected from among, and by the members of the Association by popular vote in a general membership meeting held every first Sunday of December of every year. The following rules will govern the qualifications, election, organization and operation of the BOD -
Section 1 – Composition & Qualification. The BOD is composed of 11 members. Members must have the following qualifications:
1.1. Must be of good moral character
1.2. Must be a member of good standing of the Association
1.3. Must have unquestioned integrity, honesty and decency
1.4. Must have the willingness and ability to serve the Association;
1.5. Must have good leadership skills and potentials
1.6. Must have the will to uphold the constitution and by-laws of the Association
Section 2 – Election and term of Office. The election and term of office of the Board of Directors shall be covered by the following rules -
2.1. The Board of Directors shall be elected by the general membership in an annual general assembly held on the first Sunday of December of each year.
2.2. The BOD members shall have a term of one year, which shall start on the first day of January and end at midnight of the last day of very year. BOD members may not be re-elected for more than two consecutive terms. The term limits are applicable to the members of the BOD in office at the time of the ratification of this constitution and by-laws.
Section 3 – Vacancies. Appointments to vacancies in the BOD shall be governed by the following rules -
3.1. In case of vacancy in the BOD, the President shall have the authority to appoint a replacement from among the members of the Association nominated and voted upon in the last general elections for the BOD receiving the next highest number of votes to those elected. Written invitations for possible appointment shall be sent to those being considered and they will be given a reasonable time to respond. In making the appointment, the President shall take into account the appointee’s qualifications, integrity, honesty, willingness to serve and general acceptability to the general membership. If there are no qualified, willing and available candidates from among those nominated, voted upon and receiving the next highest number of votes in the last general elections without having been elected, the President may appoint from the general membership using the same standards. The appointment shall be effective only upon confirmation by majority of all members of the BOD in a special meeting called for that purpose.
3.2. In case the vacancies in the BOD comprise a majority of all the members, the President may call for a special election to elect new BOD members. In case all the members of the BOD are permanently incapacitated to perform their usual functions, the chairperson of the CSA shall have the authority to call for special elections to elect new Board members.
3.3. In case of a permanent vacancy in the position of President, the Internal Vice-President shall automatically assume and serve as President. In the event that the Internal Vice President is not available, refuses to assume or is otherwise incapacitated to assume the position, the External Vice President shall assume and serve as President. In the event of a vacancy in any of the executive positions or major committee chairs, the remaining members of the BOD shall elect a replacement from among themselves in a regular meeting or a special meeting duly called for the purpose. All such executive officers shall serve only the remaining term of the position to which they have been elected. They shall immediately inform the general membership of the new President or executive officers. The new President, executive officers or major committee chairs shall serve the remaining term of their predecessors.
3.4. All officers or members of the BOD appointed or elected to fill a vacancy shall serve only the remaining term of the position to which he or she has been appointed or elected.
Section 4 – Duties and Responsibilities.. The authority and responsibility to manage the Association and to implement its programs and services are vested upon the BOD.
The following are the duties and responsibilities of the Board of Directors:
A. Duties
4.1. Formulate a short, medium and long term goals of the Association
4.2. Prepare the annual plan and budget of the Association
4.3. Review and propose amendments to the constitution and by-laws, if necessary
4.4. Raise funds for the Association
4.5. Properly and transparently manage the funds of the Association.
4.6. Implement programs and services and projects of the Association
B. Responsibilities
4.6. Inform the general membership about the activities of the Association
4.7. Present to the general membership the audited financial statements of the Association
4.8. Create necessary working committees other than the Committee on Membership and other given committees
4.9. Decide on the allocation and disbursement of funds or surplus funds in case of dissolution of the Association
4.10. Act on matters of termination or suspension of any member of the Association through the Committee on Membership
Section 5 – Removal of Directors or Officers. Any legitimate member of the Association may file a complaint against any member of the Board of Directors or Officers by filing a formal written complaint with any of the Board of Directors. A complaint should be signed and indorsed by a minimum of 20 members of good standing of the Association. The latter will submit the matter to the Committee on Membership for immediate and appropriate investigation and action. Any member of the Board or an Officer can also initiate a request to remove a member of the Board of Directors or Officer. The affirmative vote of at least majority of all members of the Board shall be needed to remove the officer in question. In determining the majority vote of all members of the Board, the member subject of the investigation shall be excluded.
The officer whom the charges had been brought shall be informed in writing of the charges against him/her 10 days before the meeting and given an opportunity to submit an answer, a comment or countervailing evidence. The Board may decide based on the report of the Committee on Membership, the substance of the complaint and the comment submitted by the Board member subject of the investigation. The decision of the Board on the matter shall be final.
Article VII
The EXECUTIVE OFFICERS & COMMITTEE CHAIRS
The Elected Board of Directors must elect from among themselves the executive officers and major committee chairs not more than a week after the regular election date. The executive officers and major committee chairs will execute the policies and regulations approved by the Board.
The executive officers and major committee chairs are as follows:
1. President
2. Internal Vice President
3. External Vice President
4. Secretary
5. Assistant Secretary
6. Treasurer
7. Assistant Treasurer
8. Auditor
9. Business Manager
10. Chair, Committee on Elections
11. Chair, Committee on Membership
The BOD, through the Committee on Elections, shall determine election procedures.
Section 1 -Duties and Responsibilities
a) The President
The President shall be the Chief Executive Officer of the Association. Automatically, he or she shall also be the Chair of the Board of Directors. He/she shall preside over Board, Executive and General Assembly meetings. He/she shall be the major signatory of all communications, documents and checks of the Association. He or she is the official representative of the Association to all social, economic and other development functions. He or she shall also undertake other functions as prescribed by the BOD.
b) The Internal Vice President
The Internal Vice President is the administrator of the Association. He or she shall see to it that internal house rules of the Association are kept and consistently observed. He or she shall moderate grievances between and among members. As an administrator, he or she will draft the medium term and short term goals of the Association, to include its one year activities and projects subject to the confirmation and approval of the Board. The Internal Vice President shall assume the duties and powers of the President and act as Chairperson and presiding officer of the Board during a temporary absence of the President.
c) The External Vice President
The External Vice President shall develop and implement special projects of the Association. He or she shall manage all external communications, linkages and cooperation of the Association with the Philippine Embassy, the Timor-Leste government, international and national organizations and all external agencies and bodies.
d) The Secretary
The Secretary is the official records keeper of the Association and shall also assume the position of the Board Secretary. He or she shall keep a complete directory and status of the members. He/she shall also maintain correct records of all meetings (BOD, Executive, General Membership), be it regular or special. He or she shall also be a member of the Membership committee.
e) The Assistant Secretary
The Assistant Secretary shall be the Human Resource Officer of the Association. He/she shall plan, subject to the approval of the Board, at least two human resource activities that will enhance capabilities of the Board in leadership and management functions and other HRD activities for the members. He or she shall also assist the secretary in the performance of its official functions.
f) The Treasurer
The Treasurer shall be the financial custodian and the Chief Finance Officer of the Association. He/she shall keep all records of the financial transactions, assets and disbursements. He shall update the Board of directors from time to time on the assets and liabilities of the Association. He or she shall be one of the signatories of the check, if any.
g) The Assistant Treasurer
The Assistant Treasurer shall be the Budget Officer of the Association. He shall prepare the one year budgetary requirement of the Association. He shall also assist the treasurer in the performance of its functions and of any other related responsibilities that the BOD may assign to him/her.
h) The Auditor
The Auditor shall be the internal control officer of the Association. He or she shall audit the book of accounts on a quarterly basis and render report to the Board of Directors and the General membership.
i) The Business Manager
The Business Manager shall be the Resource Development Officer of the Association. He or she shall raise funds based on the approved plans and programs of the Association. He or she shall plan fund raising program and submit it for approval to the Board of Directors
j) The Chair, Committee on Elections
The Chair on the Committee on Election shall facilitate the smooth conduct of the Association’s election. He or she shall also undertake campaign activities to educate the General membership on election policies and procedures which will be formulated by the Committee subject to the approval of the Board. He/she shall convene the members of the committee on a regular basis.
k) The Chair, Committee on Membership
The Chair on the Committee on Membership shall facilitate the committee activities including the acceptance of members and discipline or termination of members. He or she shall maintain and execute standards formulated by the members of the committee and approved by the Board relative to membership and discipline. He or she shall also lead the campaign for membership.
Section 2 – Formation of Ad-hoc Committees. Other committees may be formed by the Board of Directors based on the identified activities and projects for the year. Appointments to ad hoc committee chairmanships and memberships shall be made by the President from the general membership. The Board of Directors shall determine the functions, responsibilities and accountabilities of these committees.
Article VIII
THE COUNCIL OF SENIOR ADVISERS
There shall be a Council of Senior Advisers (CSA) which shall be the principal advisory body to the Board of Directors and the Executive Officers of the Association. In addition, the CSA shall be vested with a special authority to conduct an annual external audit of the funds, assets and books of the Association.
Section 1 – Composition & Qualification. The CSA is composed of 7 members. CSA members must have the same qualifications as members of the Board of Directors. At least three members of the CSA should have been elected and served as members of past Board of Directors of the Association. The CSA should represent, as far as practicable, the various sectors of the Association, to include but not limited to the religious sector, the construction industry sector, the services sector, the UN and other international organizations sector, the NGO sector and others.
Section 2 – Election and term of office. The members of the CSA shall be appointed by the President and confirmed by majority of the Board of Directors in a regular or special meeting where a quorum is present. The appointments to the CSA shall be effective upon such confirmation. The members of the CSA will have a term of one year coterminous with the term of the Board of Directors and may be re-appointed. Vacancies in the CSA shall be filled in the same manner and those appointed shall serve only the remaining term. The members of the CSA shall elect a Chairperson from among themselves. Members of the CSA serve at the pleasure of the Board of Directors and may be removed by an appropriate resolution.
Section 3 – External audit. The CSA shall perform an external audit function and shall conduct an audit of the funds, assets and books of the Association not later than the 15th day of December of every year and shall issue the proper audit report on its findings and recommendations not later than the last day of every year. In the discharge of this mandate, the CSA is empowered to compel the Board of Directors or any member thereof to produce such books of accounts, ledgers, journals, funds and assets necessary for it to perform this function. The CSA may either designate a CSA member or a member in good standing of the Association to conduct the actual audit and prepare a report and recommendation subject to review and approval of the CSA.
Section 4 – Conduct of business of the CSA. The CSA shall meet as body or join any regular or special meeting of the BOD, to provide advice and general guidance to the BOD; and to provide insights and specific recommendations regarding any matter submitted to the BOD for decision and appropriate action. CSA members may be requested on an individual basis to provide advice, guidance or actual assistance on any official matter.
Article IX
FISCAL YEAR & MEETINGS
Section 1 – Fiscal Year. The fiscal year of the Association shall commence on the first day of January and shall end on the last day of December of the same calendar year.
Section 2 – General Membership Meeting. The general membership meeting shall be held twice a year. The first one is in the month of June and the second one will be on the first Sunday of December of every year. The general membership meeting shall provide the venue to update members of the Association’s activities and to discuss policies. Issues that need to be resolved by the members of the Association shall be discussed in these meetings. The general membership meeting in December shall also be the elections for new members of the Board of Directors. The Board may call special general membership meetings as required, provided that appropriate notices are sent a reasonable time before the meeting.
Section 3 – Regular Board Meeting. The regular Board meeting shall be held monthly at a date and time fixed by the Board of Directors.
Section 4 – Special Board meeting. The President, acting as Board Chairperson, can call a special Board meeting if necessary. Any member of the board, supported by at least two other members of the Board, can likewise initiate a special Board meeting even in the absence or without the approval of the Board Chair.
Section 5 – Notice of Meeting. Notice of regular and or special meetings shall be delivered through the fastest means of communication available. However proof of notice shall be established for records purposes. Regular Board meetings shall require no notice.
Section 6 – Quorum and Voting. The Board shall require a quorum of majority of all members of the Board of good standing to discuss and conduct a regular or special meeting. A majority of the members present and participating in the deliberations, provided a quorum is present, shall be needed to pass resolutions and decide on pending business and matters.
Section 7 – Order of Business. The order of business of every meeting are as follows:
1. Prayer
2. Report on quorum
3. Proof of notice
4. Reading and approval of the minutes of the previous meeting
5. Business arising from previous meetings
6. New business
7. Synthesis
8. Adjournment
The Board may adjust the structure of the meeting as needed.
Article X
PROGRAMS, PROJECTS, SERVICES & ACTIVITIES
Section 1 – Classification of Programs, Projects, Services. The programs, activities and services of the Association shall be relevant to the needs of the members of the Association and to other Filipinos in Timor Leste. There shall also be programs undertaken for the benefit of Timorese society. Program classifications include sports and cultural development, socio–economic, educational, spiritual and community development.
Article XI
FUND AND ASSET MANAGEMENT
Section 1 – Donations & Contributions. Funds generated by the Association in the form of required fees, contributions, donations, dues and others shall form part of the general funds of the Association and shall be used based on the approved plans and budget of the Association. Disbursement procedures shall follow generally accepted accounting principles and procedures.
Section 2 – Grants. Grants shall be considered a designated fund which can only be disbursed for specific purpose by which it was granted. Disbursement of this fund shall require supporting documents which will be determined by the Board of Directors and shall follow standard accounting procedures.
Section 3 – Deposit and Withdrawal. The funds of the Association shall be deposited in a designated bank to be determined by the Board of Directors. The account shall be in the name of AFET. All withdrawals shall be made with two signatories which shall be the President and the Treasurer.
Section 4 - Liquidation of the funds and assets of the Association. If for some reason, the Association ceases to exist or its operations suspended indefinitely, its funds and assets shall be delivered to the Philippine Embassy having jurisdiction over Timor-Leste, to be held in trust and for safe-keeping. If the Association is not revived or its operations not resumed after the lapse of five (5) years from date of delivery to the Philippine Embassy, the funds and assets of the Association held in trust will be delivered by the Philippine Embassy to a charitable institution of its choice to be used exclusively for charitable or humanitarian purposes. The Philippine Embassy shall be requested to provide a receipt for the funds and assets and a report on its disposition.
Section 5 - External audit. The CSA, acting as external auditor, shall conduct an audit of all funds, assets and books of the Association not later than the 15th day of December of every year and complete an audit report with its findings and recommendations no later than the last day of every year. The audit report shall form part of the records of the Association and shall be available to any member for examination during business days and hours.
Article XII
OTHER RULES AND REGULATIONS
4.7. Present to the general membership the audited financial statements of the Association
4.8. Create necessary working committees other than the Committee on Membership and other given committees
4.9. Decide on the allocation and disbursement of funds or surplus funds in case of dissolution of the Association
4.10. Act on matters of termination or suspension of any member of the Association through the Committee on Membership
Section 5 – Removal of Directors or Officers. Any legitimate member of the Association may file a complaint against any member of the Board of Directors or Officers by filing a formal written complaint with any of the Board of Directors. A complaint should be signed and indorsed by a minimum of 20 members of good standing of the Association. The latter will submit the matter to the Committee on Membership for immediate and appropriate investigation and action. Any member of the Board or an Officer can also initiate a request to remove a member of the Board of Directors or Officer. The affirmative vote of at least majority of all members of the Board shall be needed to remove the officer in question. In determining the majority vote of all members of the Board, the member subject of the investigation shall be excluded.
The officer whom the charges had been brought shall be informed in writing of the charges against him/her 10 days before the meeting and given an opportunity to submit an answer, a comment or countervailing evidence. The Board may decide based on the report of the Committee on Membership, the substance of the complaint and the comment submitted by the Board member subject of the investigation. The decision of the Board on the matter shall be final.
Article VII
The EXECUTIVE OFFICERS & COMMITTEE CHAIRS
The Elected Board of Directors must elect from among themselves the executive officers and major committee chairs not more than a week after the regular election date. The executive officers and major committee chairs will execute the policies and regulations approved by the Board.
The executive officers and major committee chairs are as follows:
1. President
2. Internal Vice President
3. External Vice President
4. Secretary
5. Assistant Secretary
6. Treasurer
7. Assistant Treasurer
8. Auditor
9. Business Manager
10. Chair, Committee on Elections
11. Chair, Committee on Membership
The BOD, through the Committee on Elections, shall determine election procedures.
Section 1 -Duties and Responsibilities
a) The President
The President shall be the Chief Executive Officer of the Association. Automatically, he or she shall also be the Chair of the Board of Directors. He/she shall preside over Board, Executive and General Assembly meetings. He/she shall be the major signatory of all communications, documents and checks of the Association. He or she is the official representative of the Association to all social, economic and other development functions. He or she shall also undertake other functions as prescribed by the BOD.
b) The Internal Vice President
The Internal Vice President is the administrator of the Association. He or she shall see to it that internal house rules of the Association are kept and consistently observed. He or she shall moderate grievances between and among members. As an administrator, he or she will draft the medium term and short term goals of the Association, to include its one year activities and projects subject to the confirmation and approval of the Board. The Internal Vice President shall assume the duties and powers of the President and act as Chairperson and presiding officer of the Board during a temporary absence of the President.
c) The External Vice President
The External Vice President shall develop and implement special projects of the Association. He or she shall manage all external communications, linkages and cooperation of the Association with the Philippine Embassy, the Timor-Leste government, international and national organizations and all external agencies and bodies.
d) The Secretary
The Secretary is the official records keeper of the Association and shall also assume the position of the Board Secretary. He or she shall keep a complete directory and status of the members. He/she shall also maintain correct records of all meetings (BOD, Executive, General Membership), be it regular or special. He or she shall also be a member of the Membership committee.
e) The Assistant Secretary
The Assistant Secretary shall be the Human Resource Officer of the Association. He/she shall plan, subject to the approval of the Board, at least two human resource activities that will enhance capabilities of the Board in leadership and management functions and other HRD activities for the members. He or she shall also assist the secretary in the performance of its official functions.
f) The Treasurer
The Treasurer shall be the financial custodian and the Chief Finance Officer of the Association. He/she shall keep all records of the financial transactions, assets and disbursements. He shall update the Board of directors from time to time on the assets and liabilities of the Association. He or she shall be one of the signatories of the check, if any.
g) The Assistant Treasurer
The Assistant Treasurer shall be the Budget Officer of the Association. He shall prepare the one year budgetary requirement of the Association. He shall also assist the treasurer in the performance of its functions and of any other related responsibilities that the BOD may assign to him/her.
h) The Auditor
The Auditor shall be the internal control officer of the Association. He or she shall audit the book of accounts on a quarterly basis and render report to the Board of Directors and the General membership.
i) The Business Manager
The Business Manager shall be the Resource Development Officer of the Association. He or she shall raise funds based on the approved plans and programs of the Association. He or she shall plan fund raising program and submit it for approval to the Board of Directors
j) The Chair, Committee on Elections
The Chair on the Committee on Election shall facilitate the smooth conduct of the Association’s election. He or she shall also undertake campaign activities to educate the General membership on election policies and procedures which will be formulated by the Committee subject to the approval of the Board. He/she shall convene the members of the committee on a regular basis.
k) The Chair, Committee on Membership
The Chair on the Committee on Membership shall facilitate the committee activities including the acceptance of members and discipline or termination of members. He or she shall maintain and execute standards formulated by the members of the committee and approved by the Board relative to membership and discipline. He or she shall also lead the campaign for membership.
Section 2 – Formation of Ad-hoc Committees. Other committees may be formed by the Board of Directors based on the identified activities and projects for the year. Appointments to ad hoc committee chairmanships and memberships shall be made by the President from the general membership. The Board of Directors shall determine the functions, responsibilities and accountabilities of these committees.
Article VIII
THE COUNCIL OF SENIOR ADVISERS
There shall be a Council of Senior Advisers (CSA) which shall be the principal advisory body to the Board of Directors and the Executive Officers of the Association. In addition, the CSA shall be vested with a special authority to conduct an annual external audit of the funds, assets and books of the Association.
Section 1 – Composition & Qualification. The CSA is composed of 7 members. CSA members must have the same qualifications as members of the Board of Directors. At least three members of the CSA should have been elected and served as members of past Board of Directors of the Association. The CSA should represent, as far as practicable, the various sectors of the Association, to include but not limited to the religious sector, the construction industry sector, the services sector, the UN and other international organizations sector, the NGO sector and others.
Section 2 – Election and term of office. The members of the CSA shall be appointed by the President and confirmed by majority of the Board of Directors in a regular or special meeting where a quorum is present. The appointments to the CSA shall be effective upon such confirmation. The members of the CSA will have a term of one year coterminous with the term of the Board of Directors and may be re-appointed. Vacancies in the CSA shall be filled in the same manner and those appointed shall serve only the remaining term. The members of the CSA shall elect a Chairperson from among themselves. Members of the CSA serve at the pleasure of the Board of Directors and may be removed by an appropriate resolution.
Section 3 – External audit. The CSA shall perform an external audit function and shall conduct an audit of the funds, assets and books of the Association not later than the 15th day of December of every year and shall issue the proper audit report on its findings and recommendations not later than the last day of every year. In the discharge of this mandate, the CSA is empowered to compel the Board of Directors or any member thereof to produce such books of accounts, ledgers, journals, funds and assets necessary for it to perform this function. The CSA may either designate a CSA member or a member in good standing of the Association to conduct the actual audit and prepare a report and recommendation subject to review and approval of the CSA.
Section 4 – Conduct of business of the CSA. The CSA shall meet as body or join any regular or special meeting of the BOD, to provide advice and general guidance to the BOD; and to provide insights and specific recommendations regarding any matter submitted to the BOD for decision and appropriate action. CSA members may be requested on an individual basis to provide advice, guidance or actual assistance on any official matter.
Article IX
FISCAL YEAR & MEETINGS
Section 1 – Fiscal Year. The fiscal year of the Association shall commence on the first day of January and shall end on the last day of December of the same calendar year.
Section 2 – General Membership Meeting. The general membership meeting shall be held twice a year. The first one is in the month of June and the second one will be on the first Sunday of December of every year. The general membership meeting shall provide the venue to update members of the Association’s activities and to discuss policies. Issues that need to be resolved by the members of the Association shall be discussed in these meetings. The general membership meeting in December shall also be the elections for new members of the Board of Directors. The Board may call special general membership meetings as required, provided that appropriate notices are sent a reasonable time before the meeting.
Section 3 – Regular Board Meeting. The regular Board meeting shall be held monthly at a date and time fixed by the Board of Directors.
Section 4 – Special Board meeting. The President, acting as Board Chairperson, can call a special Board meeting if necessary. Any member of the board, supported by at least two other members of the Board, can likewise initiate a special Board meeting even in the absence or without the approval of the Board Chair.
Section 5 – Notice of Meeting. Notice of regular and or special meetings shall be delivered through the fastest means of communication available. However proof of notice shall be established for records purposes. Regular Board meetings shall require no notice.
Section 6 – Quorum and Voting. The Board shall require a quorum of majority of all members of the Board of good standing to discuss and conduct a regular or special meeting. A majority of the members present and participating in the deliberations, provided a quorum is present, shall be needed to pass resolutions and decide on pending business and matters.
Section 7 – Order of Business. The order of business of every meeting are as follows:
1. Prayer
2. Report on quorum
3. Proof of notice
4. Reading and approval of the minutes of the previous meeting
5. Business arising from previous meetings
6. New business
7. Synthesis
8. Adjournment
The Board may adjust the structure of the meeting as needed.
Article X
PROGRAMS, PROJECTS, SERVICES & ACTIVITIES
Section 1 – Classification of Programs, Projects, Services. The programs, activities and services of the Association shall be relevant to the needs of the members of the Association and to other Filipinos in Timor Leste. There shall also be programs undertaken for the benefit of Timorese society. Program classifications include sports and cultural development, socio–economic, educational, spiritual and community development.
Article XI
FUND AND ASSET MANAGEMENT
Section 1 – Donations & Contributions. Funds generated by the Association in the form of required fees, contributions, donations, dues and others shall form part of the general funds of the Association and shall be used based on the approved plans and budget of the Association. Disbursement procedures shall follow generally accepted accounting principles and procedures.
Section 2 – Grants. Grants shall be considered a designated fund which can only be disbursed for specific purpose by which it was granted. Disbursement of this fund shall require supporting documents which will be determined by the Board of Directors and shall follow standard accounting procedures.
Section 3 – Deposit and Withdrawal. The funds of the Association shall be deposited in a designated bank to be determined by the Board of Directors. The account shall be in the name of AFET. All withdrawals shall be made with two signatories which shall be the President and the Treasurer.
Section 4 - Liquidation of the funds and assets of the Association. If for some reason, the Association ceases to exist or its operations suspended indefinitely, its funds and assets shall be delivered to the Philippine Embassy having jurisdiction over Timor-Leste, to be held in trust and for safe-keeping. If the Association is not revived or its operations not resumed after the lapse of five (5) years from date of delivery to the Philippine Embassy, the funds and assets of the Association held in trust will be delivered by the Philippine Embassy to a charitable institution of its choice to be used exclusively for charitable or humanitarian purposes. The Philippine Embassy shall be requested to provide a receipt for the funds and assets and a report on its disposition.
Section 5 - External audit. The CSA, acting as external auditor, shall conduct an audit of all funds, assets and books of the Association not later than the 15th day of December of every year and complete an audit report with its findings and recommendations no later than the last day of every year. The audit report shall form part of the records of the Association and shall be available to any member for examination during business days and hours.
Article XII
OTHER RULES AND REGULATIONS
The BOD shall also promulgate policies, rules and regulations through board resolutions governing all other matters pertaining to the Association. BOD resolution shall take effect immediately and shall be disseminated to the general membership within a reasonable time. All members shall abide and comply with such policy, rule or regulation as well as of the provisions of this constitution and by-laws. Violation of any rules, policies, guidelines and of this constitution and by-laws shall subject the offender to appropriate disciplinary measures.
Article XIII
MISCELLANEOUS PROVISIONS
Section 1 – Seal. The Official Seal of the Association shall be used in all official transactions of the Association
Section 2 – Printing of the Constitution and By-Laws. Each member shall be given a copy of the duly ratified constitution and by-laws at a very minimal cost to be determined by the Board of Directors
Article XIV
AMENDMENTS
This constitution and by-laws may be revised, amended, modified, altered or repealed, in whole or in part, by a formal resolution passed through a referendum either in the regular general membership meeting or a special membership meeting called for the purpose, by a majority vote of all those in attendance, provided sufficient notice in writing was sent to members. Copies of the proposed revisions, amendments, modifications or changes shall be sent to all members with a notice of the general membership meeting at least five (5) days before the meeting.
Article XV
RATIFICATION AND EFFECTIVITY
Section 1 – General Assembly. This constitution and by-laws shall be submitted to a general assembly duly called for the purpose. The general assembly shall be held not later than December 31, 2006. Notices for the general assembly and a copy of this constitution and by-laws shall be sent, by all possible and practicable means, to all members of good standing at least five (5) days before the general assembly.
Section 2 – Ratification. This constitution and by-laws shall be considered ratified and approved by a 2/3 vote of all members of good standing in attendance in the general assembly. Prior to the vote, BOD secretary will prepare an official list of voters qualified to vote. Voting will be done by secret ballot. The Committee on Elections shall supervise the ratification process.
Section 3 - Effectivity. This constitution and by-laws will be effective after five (5) days from approval by the general assembly. The approved copy will be deposited with the BOD secretary and shall be available for examination by any bonafide member of good standing during reasonable hours and under normal circumstances.
Article XIII
MISCELLANEOUS PROVISIONS
Section 1 – Seal. The Official Seal of the Association shall be used in all official transactions of the Association
Section 2 – Printing of the Constitution and By-Laws. Each member shall be given a copy of the duly ratified constitution and by-laws at a very minimal cost to be determined by the Board of Directors
Article XIV
AMENDMENTS
This constitution and by-laws may be revised, amended, modified, altered or repealed, in whole or in part, by a formal resolution passed through a referendum either in the regular general membership meeting or a special membership meeting called for the purpose, by a majority vote of all those in attendance, provided sufficient notice in writing was sent to members. Copies of the proposed revisions, amendments, modifications or changes shall be sent to all members with a notice of the general membership meeting at least five (5) days before the meeting.
Article XV
RATIFICATION AND EFFECTIVITY
Section 1 – General Assembly. This constitution and by-laws shall be submitted to a general assembly duly called for the purpose. The general assembly shall be held not later than December 31, 2006. Notices for the general assembly and a copy of this constitution and by-laws shall be sent, by all possible and practicable means, to all members of good standing at least five (5) days before the general assembly.
Section 2 – Ratification. This constitution and by-laws shall be considered ratified and approved by a 2/3 vote of all members of good standing in attendance in the general assembly. Prior to the vote, BOD secretary will prepare an official list of voters qualified to vote. Voting will be done by secret ballot. The Committee on Elections shall supervise the ratification process.
Section 3 - Effectivity. This constitution and by-laws will be effective after five (5) days from approval by the general assembly. The approved copy will be deposited with the BOD secretary and shall be available for examination by any bonafide member of good standing during reasonable hours and under normal circumstances.