NaFFAA By-Laws, for Ratification - Taken From Las Vegas Business Summit May 2011

7/31/2019 NaFFAA By-Laws, for Ratification - Taken From Las Vegas Business Summit May 2011

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National Federation of Filipino American Associations

NaFFAA Amendments to the by-laws as amended and passed at a NaFFAA Summit

Meeting in Las Vegas, Nevada on May 13, 2011

Table of Contents:

Article 1: Name

Article 2: Offices

Article 3: Membership

Article 4: Officers

Article 5: Standing Committees

Article 6: Boards and Commissions

Article 7: Chapters, Sates, Regions and Territories

Article 8: Duties

Article 9: State and Regional Chapters

Article 10: Indemnification of Officers and Governors

Article 11: National Commission on Elections

Article 12: Commission on Articles of Organization and By-Laws

Article 13: Vacancies, Succession, Termination and Resignation

Article 14: Meetings

Article 15: NaFFAA Empowerment Conference

Article 16: Dues and Assessments

Article 17: Fund Raising

Article 18: Fiscal Year, Finances, Financial Management


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Article 19: Protests, Complaints and Grievance Procedures

Article 20: Dissolution and Distribution of Assets

Article 21: Miscellaneous Provisions

Article 22: Amendments

Article 23: Transitory Provisions


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Article 1: Name

Section 1.1 The name of the corporation shall be the National Federation of Filipino American Associations, hereinafter, referred to as NaFFAA or the Federation.Its existence shall be perpetual.

Article 2: Offices

Section 2.1 The principal office of the NaFFAA shall be located in Washington DC.The Federation may have such other offices as the NaFFAA Board of Governors maydesignate.

Section 2.2 Additional Office(s): Additional office(s) may be established andmaintained at other locations in the US as the NaFFAA Board of Governors maydesignate.

Article 3: Membership

The Federation shall have six (6) classes of memberships. Except as otherwiseprovided herein, the local, state, regional and the Board of Governors, shall make all

determinations with respect to admission into the various classes of memberships.The criteria for joining each class of membership is as follows:

Section 3.1 Eligibility: The NaFFAA is a federation of Filipino Americanorganizations and/or entities who supports its goals of unity and empowerment.

Members may be organizations, associations, foundations, clubs, corporations andindividuals, who shall be eligible for membership upon the completion of anapplication form and the payment of dues. Participation in the program and activitiesof the Federation shall be determined by the State, Regional Board and National

Boards.

Section 3.2: Categories of Members :

a) Charter Members : Are those individual and/or entities officially registered andwho participated in the deliberations of the First National Filipino AmericanEmpowerment Conference in Washington DC, on August 22 -24, l997. To vote atmeetings or elections charter members shall be members in good standing;


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however, they are welcome to participate at meetings, conferences and/ordeliberations.

b) Regular Members : Are those individuals, organizations and/or entities thatsupport the mission and vision of the NaFFAA and participate in the programs of

the Federation.

A member in good standing , is defined as one, who is not in default in thepayment of his/her membership dues. Organizations apply for membershipthrough a state or regional Chapter, or through a written request directed to theNational Executive Board, or the Board of Governors. Organizationalmemberships shall be forwarded to the Committee on Membership and uponacceptance, shall be issued a Certificate of Membership. Individual membersshall be accepted for membership upon the payment of their membership dues.

c) Student and Senior Members : Are those individuals and/or organizations who

believe in the mission and vision of NaFFAA and desire to participate in theactivities of the Federation. Student members shall be high school or collegestudents currently enrolled in a program of study; and Seniors may be 62 years of age of over, and be subject to the assessment of regular or reduced membershipdues as may be established by the Board of Governors from time to time.

d) Affiliate Members: Affiliate members shall be those regional or nationalorganizations that promote unity, cultural awareness, historical contexts,and promote advocacies that enhance the experiences of Filipino Americans inthis country and elsewhere. Presidents and Chairmen of these affiliateorganizations shall be represented at National Empowerment Conferences

and their input obtained.

e) Honorary Members : Are those individuals and/or entities whose outstandingcontributions and accomplishments in the fields of cultural, civic, charitable,educational, medical, scientific or literary are important to the empowerment of the Filipino Americans in this country, as such that their designation as HonoraryMembers will further foster the goals and purposes of the Federation. Theirelection to this position shall require a simple majority vote of the Board of Governors. There shall be no fixed term for Honorary Members. Honorarymembers are exempt from the assessment of dues. They may attend andparticipate at meetings, conferences and/or deliberations, and shall be entitled to

vote.

f) Corporate of Organizational Members : Organizational membership shall beopen to organizations or entities that pay such assessments as may be determinedby the Board of Governors from time to time. Organizational members enjoythe rights and privileges of membership in the Federation and are welcome toactively participate in the programs of the Federation. Each organizationalmember shall be entitled to five (5) votes at the annual meetings and at elections.


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Voting members must be certified by the organization in writing, via email or byFAX to the Commission on Elections, at least 30 days prior to the meeting orelection. This certification shall be made by an officer who is not one of thosedesignated to be voting. Only those names so certified shall be allowed to vote.Organizational members so certified must be residents of the same state as the

organization certifying them. There shall be no substitution of voters permitted.Members of the Board of Governors and regular members who have paidindividual membership dues, shall have only one vote, even if they are alsocertified as organizational representatives. Payment of membership dues forpurposes of voting at elections will be in pursuant to provisions in these bylaws inArticle 3.3 on membership dues.

Section 3.3 Membership Dues : Except as provided in these By-Laws, the Board mayadopt, change, amend or adjust the dues applicable to the classes of memberships aboveenumerated without amending these By- Laws. The Federations dues structure shall bepublished in the Newsletter, or sent to local, state and regional Chapters via email, Fax

and other electronic media. Membership in the Federation shall be annual, determined tobe January to December of each calendar year. Membership dues shall be establishedand paid for prior to the end of June of the year of membership. Dues will not be prorated due to late payment. Non payment of dues by the due date, will prohibit membersfrom voting in meetings and or elections.

Section 3.4 Forfeiture of membership: Failure of any member to pay the requiredannual dues will result in the member being dropped from membership.

Section 3.5 Expulsion: The Board of Governors at any meeting, may by affirmativevote of a majority, after due process, terminate the membership of any member who in

its judgment has violated the Articles of Organization or By-Laws or who has displayedconduct detrimental to the best interests of the Federation. Such action by the Board of Governors shall be final and shall cancel all rights, interests or privileges to such memberor organization and its services.

Article 4: Officers

Section 4.1 General Power and Number: The affairs of the Federation shall bemanaged by its officers and a Board of Governors. The Board shall exercise its full

authority as granted by the Articles of Organization and these By-Laws or by operationof law in establishing and maintaining such policies as are consistent with the purposes of the Federation.

Section 4.2 Elected Officers : Elections shall be held every two years at anempowerment conference, under rules established by the Commission on Elections.Elections shall be at large, through secret ballot and by all the delegates accredited and


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voting. The fifteen (15) candidates garnering the highest number of votes shall be electedas Members of the Board of Governors.

Immediately following the election, the fifteen (15) Governors so elected and theRegional Chairs shall meet in session. The immediate past National Chairman shall

preside over the meeting. For purposes of the Board of Governors election at theEmpowerment Conference in 2012, the first five (5) Governors garnering the highestnumbers of votes, will serve for three (3) terms, Governors garnering slots number 6-10 will serve for two (2) terms, and the governors garnering slots 11-15 shall serve forone (1) term. At each election cycle thereafter, five (5) new Board of Governorpositions shall be open for election.

The following officers shall be elected by and from among the fifteen (15) Board of Governors and Regional Chairs: National Chair, National Vice Chair, NationalSecretary, National Treasurer. A simple majority vote of those present shall be sufficientto declare the validity of the officers elected.

The National Chair, shall appoint a National Operations Officer (NOO). T he NationalChair, the National Vice Chair, the National Secretary, the National Treasurer and theNational Operations Officer shall constitute the National Executive Board.

Section 4.3 Appointed Officers : The National Chair in consultation with the NationalVice Chair shall appoint Chairs to the following Directorships. Appointed officers inthese directorship positions, shall serve for a term of one year, and may be re-appointed.

Appointed National Directors of the following programs: Director of CommunityOutreach and Networking, Director of Development, Director of External Affairs,

Director of FilAm Vote, Fund Raising Director, Director of Legislative Affairs, Directorof Media Communications, Director of Programs, Director of Technology and LegalCounsel.

Directors must be members in good standing prior to their appointments. More than onedirector may be appointed per program. All federation members in good standing,whether local, state or regional may be eligible for appointment as National Directors.

In addition to creating new appointed officers, the National Chair has discretion toappoint individuals to the following offices, without limitation;

a) Editor of the NaFFAA Newsletter - The editor shall edit and publish theFederations newsletter, provide information and to oversee the Federationswebsite; act as primary conduit of information between the National ExecutiveBoard, the Board of Governors, the Regions, states and local Chapters. He/sheshall respond to requests and shall perform such other tasks as may be assignedfrom time to time. The Editor serves as a non-voting member of the Board.


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b) Member Services Coordinator: The member services coordinator shall publish

in collaboration with the Treasurer, the membership directory, oversee andmaintain the NaFFAA listserve; oversee and coordinate communication withmembers to apprise them of important information, events and opportunities; andassist with other tasks as may be appropriate to provide excellent service to the

members of the Federation. The member services coordinator serves as a non-voting member of the Board.

Section 4.4 Board of Governors : Officers elected under Article 4.1 and appointedunder Article 4.2 including all Regional Chairs, shall constitute the NaFFAA NationalBoard of Governors, may also be referred to as the Board. The Board of Governorsshall be the policy making body of the Federation. The National Chair shall be thepresiding officer at all Board Meetings and in his absence the National Vice Chair.

Section 4.5 Tenure and Qualifications: The term of office of all members of theelected Board of Governors shall be two (2) years, unless a longer or lesser term shall be

specified by these by-laws at the time of the election or appointment; or terminated fornon- performance. If the term of a Director is less than the specified number of years,and a new Director is appointed, the new Director shall serve the unexpired portion of theprevious term.

In cases pertaining to Regional Chairs, the current Regional Chair shall/will serve as amember of the Board of Directors, irrespective of the date of his/her election.

Section 4.6 Compensation and Reimbursement : Officers shall receive nocompensation; however, officers may receive reimbursement for expenses agreed to bythe Board of Governors. Expenses incurred in the course of running the activities of the

Federation, previously approved and authorized by the Board of Governors shall besubmitted to the Treasurer for reimbursement.

Article 5: Standing Committees

Section 5.1 Standing Committees : The National Chair with the concurrence of theBoard of Governors may appoint additional standing committees, task forces or ad hoccommittees as may be necessary to accomplish the efficient running of the Federation.

Section 5.2 Composition of Committees : Each committee shall seek members from thestates or regions in consultation with the state or regional officers. At the time of theirappointment(s), standing committees or ad hoc committee members shall be informed of the length of their assignments or services. They must be members in good standing,prior to their appointment(s). Standing committee members are not obligated to bepresent at the Board of Governors meetings, unless specifically invited to present a studyor make a presentation on behalf of his/her committee. When an issue of his/hercommittee is presented for a vote, the committee member(s) shall not cast a vote.


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Article 6: Boards and Commissions

Section 6.1 Board of Advisors : The founding members of NaFFAA, Alex Esclamado,Loida Nicolas Lewis, Rodel Rodis and Michael Dadap, shall be permanent members of the Board of Advisors. The Board of Directors may appoint additional Board Members.No dues are assessed for the members of the Board of Advisors, except when they servein another capacity within these by-laws, where membership dues are a requirement.

Section 6.2 The following shall be NaFFAA Commissions:

a) Commission on Electionsb) Commission on Articles of Organization and By-Laws

Section 6.3 The National Chair may create additional Commissions as may benecessary to promote the smooth running of the Federation.

Article 7: Chapters, States, Regions and Territories

Section 7.1 The Federation shall be organized into twelve (12) territorial regions basedon the 2010 census into the following geographical delineations.

a) Region 1: Eastern Region: shall be comprised of the following states:

Connecticut, Maine, Massachusetts, New Jersey, New York, Pennsylvania,Rhode Island and Vermont.

b) Region 2: Capital Region: shall be comprised of the following states:Delaware, District of Columbia (DC), Maryland, Virginia and West Virginia

c) Region 3: Midwest Region: shall be comprised of the following states:Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Nebraska, Ohioand Wisconsin.

d) Region 4: Southern Region: shall be comprised of the following states:

Alabama, Florida, Georgia, Mississippi, N.Carolina, S. Carolina, Tennessee,Commonwealth of Puerto Rico and the US Virgin Islands.

e) Region 5: Central Region: shall be comprised of the following states:Colorado, Kansas, Montana, N. Dakota, S. Dakota and Wyoming.

f) Region 6: Southwest Region: shall be comprised of the following states:Arkansas, Louisiana, New Mexico, Oklahoma and Texas


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g) Region 7: Pacific Northwest Region: shall be comprised of the following states:Alaska, Idaho, Oregon and Washington.

h) Region 8: Northern California Region: shall be comprised of counties North of San Luis Obispo and Kern.

i) Region 9: Los Angeles Region: s hall be composed of the counties South of SanLuis Obispo, Kern and Los Angeles, through the northern boundary of San Diego.

j) Region 10: San Diego Region: shall be comprised of San Diego, Riverside andImperial.

k) Region 11: Nevada Region: shall be comprised of the following states:Arizona, Nevada and Utah.

l) Region 12: Pacific Islands Region: shall be comprised of the following:Hawaii, Guam, Commonwealth of Northern Mariana Islands and American Samoa.

Section 7.2 Chapters: Each state, shall/may have one (1) Chapter with individuals,organizations and/or entities as members. Each Chapter shall be part of a RegionalUnit as outlined in Article 7 of these bylaws. Memberships shall be according to theguidelines set forth in Article 3 of these bylaws.

Article 8: Duties:

Section 8.1 The Board of Governors shall perform the following duties:

a) Exercise corporate responsibilities consistent with applicable law, and inaccordance with the Charter of the Federation; to seek funding opportunities, toexpand educational, charitable or special projects and/or other activities thatwould benefit the states, regions and the national membership; lead in advocacydrives affecting Filipinos in this country and overseas;

b) Implement policies and carry out objectives defined and approved by these

bylaws; to promote programs that underscore Filipino traditions, customs,culture and values, and to enhance the Filipino American experience andintegration in this country;

c) Establish guidelines for the creation and empowerment of regional and statechapters, and/or dissolution of regional and state chapters; to lend support andaffirmation to state and regional initiatives; encourage and support the growth of states and regions through membership drives and initiatives that would draw


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members to joining the federation; to mentor state and regional leaders andcreate opportunities of leadership training;

d) Establish policies and procedures for the transaction of business, coordination of NaFF AA activities, operation and maintenance of a national headquarters and

other offices; initiate a national fund raising project annually to supplementfunds in the national treasury;

e) Take appropriate action against members for violation(s) of the NaFFAA Articlesof Organization and By-Laws, the laws of the United States and any state laws;

f) Prescribe fees and dues paid by NaFFAA members in accordance with these By-Laws and

g) Convene the National Empowerment Conference and carry out the dutiesprovided for in these By-Laws.

Section 8.2 The National Executive Officers: The national executive officersshall/may transact business between NaFFAA Board Meetings in accordancewith rules established by these By-Laws. Such transactions shall be subject toratification/approval or confirmation at the next general Board of Governorsmeeting. The National Chair shall serve as Presiding Officer and in his absencethe National Vice Chair.

Section 8.3 National Chair: The NaFFAA National Chair shall serve as theChief Executive Officer of the Federation and the Chair of the NaFFAA Board of

Governors, for a term of two (2) years, starting in January of the year followinghis/her election, or until his/her successor shall have been elected, appointed orqualified.

Persons elected as National Chair and National Vice Chair shall have activelyserved the Federation on a state, regional or national capacity for two (2) yearsprior to his/her election, and must be a member in good standing. The NationalChair may be re-elected to another term. He/she shall be an ex-officio memberof all State and Regional Boards, Commissions and Committees. The NationalChair shall be responsible for the implementation of the goals and programs of NaFFAA toward the national unification of Filipino American Associations and

the empowerment of Filipinos and Filipino Americans in all aspects of AmericanSociety. He/she shall reach out to other local and national organizations whomay not be members of the Federation, but with whom NaFFAA can createcoalition building opportunities, and strengthening the Filipino Americanpresence in this country. The National Chair shall have all the rights and dutiesappurtenant to his/her office herein and those designated by the NaFFAA Boardof Governors.


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Section 8.4 National Vice Chair: The National Vice Chair shall serve for a termof two (2) years starting in January of the year following his/her election, or untilhis/her successor shall have been elected, appointed and qualified. He/she shallhave the same qualifications as the National Chair.

a) The Vice Chair, shall act in the absence of the National Chair; perform suchduties as the National Chair- when he/she is unable to be present at themeetings or to preside. The National Vice Chair shall be Chair of the Councilof Regional Directors; that shall endeavor to meet annually, to discuss issuesof concern with the Regions, and to recommend matters of significance tothe National Executive Board. The Council of Regional Directors, should bea group empowered to help shape the Federations policy and direction. TheVice Chair shall be responsible for overseeing the planning and direction of the Empowerment Conferences, and working closely with the host region,state and local Chapter; and shall serve as Advisor on matters relating to the

National Empowerment Conference on behalf of the National Chair and theBoard of Governors.

b) The Vice Chair shall be the primary contact on issues involving FilipinoAmerican issues within the United States. He shall make a study of the issuesand present them to the Board of Governors with his/her recommendations.He/she shall delegate the issues to the appropriate Directors and/or StandingCommittees for their action and resolution. The National Chair shall performsuch additional functions as may be designated by the National Chair or bythe Board of Governors.

Section 8.5 National Operations Officer: The National Operations Officer shall alsobe known as the Chief Operating Officer (COO). He/she shall assist the National Chairin fulfilling the latters adm inistrative and operational responsibilities. He/she shalloversee the full administrative operation of the National Headquarters of NaFFAA, aswell as its State and Regional Chapters. He/she shall perform such other duties as maybe designated by the National Chair or the Board of Governors.

Section 8.6 National Secretary: The National Secretary shall take the minutes of theBoard of Governors meetings, publish and distribute them as required. He/she shall sendout meeting notices and shall keep records. The National Secretary shall maintain theofficial records of the Federation except records of financial accounts. He/she shall

record the list of members to include their names, telephone numbers, addresses, faxnumbers and email addresses. Certain aspects of these functions may be assigned ordelegated to an assistant designated by him/her.

Section 8. 7 National Treasurer: The National Treasurer shall be responsible for thefiscal management of the Federation. He/she shall be responsible for keeping thefinancial records and shall collect and distribute funds and assets based on the guidelinesset forth by the National Executive Board. He/she shall file all required reports with the


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Internal Revenue Service and other government bodies in a timely manner. He/she shallkeep the finances of the Federation accurate and in proper order and shall balance thebudget. He/she shall provide the financial reports at the NaFFAA EmpowermentConference and the NaFFAA Board. The National Treasurer shall recommend to theExecutive Board such plans and/or actions that may be taken to protect the financial

interests and promote the financial health of the Federation.

Section 8.8 Director of Community Outreach and Networking: The Director of Community Outreach and Network shall formulate plans for the Federations officers,local, state, regional or national to be interviewed on local or national radio and televisionand other media outlets, when programs and or advocacies of the Federation may require.He/she shall organize community events, lectures or seminars that will bring theFederation and its programs to the communities. He/she shall help obtain speakers,lecturers and panelists for local, state, regional or national events, conventions orconferences. He/she shall reach out to other organizations and establish networking orcooperative events beneficial to the Filipino Community. He/she shall perform such

other duties as the National Chair and/or the Board of Governors shall designate.

Section 8.9 Director of Development: The Director of Development shall identifyfunding sources to support the Federations programs and projects. He/she shall writeand pursue grants from federal, regional or state entities, charitable organizations andother granting agencies. When the grants that are being pursued from a local, state orregional level, the Director shall coordinate the preparation, writing and submittion of thegrant proposal and direct them to the local, state or regional officer, which shall bepresented to prospective donors, with the approval of the National Chair. He/she shalllikewise develop information and pr omotional materials related to the Federationsprograms and projects. The Director shall make a list of grants written and approved, to

be published in the Federations Newsletter.

Section 8.10 Director of External Affairs: The Director of External Affairs shall becharged with Filipino American Issues involving the Philippines and Filipinos in thediaspora. He/she shall be the liaison for and on behalf of the Federation in advocacies forgood governance. He/she shall assist the National Chair and the National OperationsOffice in establishing contacts and/or official representation with government and privateentities. He/she shall serve as the Federations liaison with other Asian, Pacific Islandercommunities and organize meetings, seminars and conduct other information sessionswhere our communities may advocate on issues of mutual benefit to our communities.

He/she shall perform such other duties as the National Chair or Board of Governors maydesignate.

Section 8.11 Director of FilAm Vote: (to be added)

Section 8.12 Director of Fund Raising: (to be added)


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Section 8.13 Director of Legislative Affairs: The Director of Legislative Affairs shallbe responsible for conducting policy and legislative research into issues that theFederation may/should take an interest in. Such research shall be published as the

position paper of the Federation in the Newsletter. He/she shall articulate theFederations position regarding issues of advocacy affecting Filipinos i n the UnitedStates. He/she shall fe the Federations specialist on immigration and citizenshipconcerns. He/she shall recommend and write policy papers for and on behalf of theFederation. He/she shall perform such other duties as the National Chair and the Boardof Governors shall designate.

Section 8.14 Director of Media Communications: The Director of MediaCommunications shall serve as the media and press relations officer. He/she shall adoptthe official position of the Federation as determined by the National Chair and the Boardof Governors on matters of interest to the Federation. He/she shall be responsible for

initiating and developing the publication of brochures, pamphlets, souvenir programs orother educational, cultural or informational materials bearing the name of the Federationfor dissemination on a local, regional or national basis. He/she shall be responsible forthe dissemination of information on behalf of the Federation. He/she shall be Editor of the Federations Newsletter. He/she shall perform other duties as the National Chair orthe Board of Governors may designate.

Section 8.15 Director of Programs: The Director of Programs shall develop, plan andcoordinate the national education and advocacy programs of the Federation. He/sheshall be the contact for state and regional chairs, regarding meetings and or conferences,making a list of state and regional activities for the year. Submit this list for publication

with the Federations Newsletter; to make availabl e to the entire membership acomprehensive plan of activities on an annual basis updated quarterly. He/she shallrecommend educational initiatives and advocacy programs that are of vital interest to theFederation along its mission and vision. He/she shall perform such other duties as theNational Chair and the Board of Governors may designate.

Section 8.16 Director of Technology: The Director of Technology shall be responsiblefor the acquisition, utilization and implementation of information technology andcomputer communication systems for the Federation. He/she shall recommend methodsby which the message of the Federation will reach Filipinos and Filipino Americans inthe United States, through technology and social media. He/she shall perform such other

duties as the National Chair and the Board of Governors may designate.

Section 8.17 Legal Counsel: The Legal Counsel shall act as the lawyer for NaFFAA.He/she shall provide advice on all legal matters affecting the Federation upon the requestof the National Chair or the Board of Governors. He/she shall provide legal advice,maintain updates on Federation laws, rules and regulations and perform such functions asare necessary to ensure that the Federation is operating within the boundaries set forth bythe Federal government, and within the provisions of the Internal Revenue Code as it


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applies to NaFFAA. He/she shall work closely on issues with the Director of LegislativeAffairs. He shall bring to the attention of the Federation issues by which NaFFAAshould be concerned, and recommend actions. He/she shall service as the Chair of theGrievance Committee. He/she shall represent the Federation in all actions that involveNaFFAA.

Article 9: State and Regional Chapters

Section 9. 1 State Chapters: Each state within the Federation may have severalorganizations or entities and individual members. Each shall elect its own NaFFAAofficers. State Chair, State Vice Chair, State Secretary and State Treasurer. The statechair may appoint such other offices or country chairs as may be necessary to achieve theefficient running of the organization. The elected and appointed officers of the state shallbe the policy making body of the NaFFAA State Chapter.

Section 9.2 Regional Chapters: Within a designated Regional Territory as outlined inArticle 7 of these By-Laws, the state officers shall compose the Regional Board of Directors and shall be the principal policy making body of each Region. The RegionalOfficers shall be: Regional Chair, Regional Vice Chair, Regional Secretary andRegional Treasurer. As appropriate, the Regional Chair shall/may appoint additionalstate or country officers, boards or representatives as may be necessary to achieve theefficient running of the regional organization.

Section 9.3 Regional Elections: The Regional Chair, Regional Vice Chair, RegionalSecretary and Regional Treasurer shall be elected at the Regional Conference in

accordance with the provisions in these By-Laws. Additional officers, boards orrepresentatives shall/may be appointed by the Regional Chair from among members andvolunteers within the region, to achieve the efficient running of the regional organization.

Section 9.4 Terms of Office: The term of office of state chapter officers, regionalofficers and other elected and/or appointed offices within a state or region, shall be twoyears, from the day following their election, or until their respective successors shall havebeen elected, appointed or qualified.

Section 9.5 Duties of the State Chair and the Regional Chair:

a) Consult with members on issues affecting the Federation and/or on issuesaffecting members of the state or region. Advocate for Filipinos in need of support and bring this to the attention of the Board of Governors. To formulatepolicies and develop programs to strengthen the grass roots potential of the statesand chapters within its jurisdiction;


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b) Submit short term and long term plans to include activities, programs, fund

raising events, lectures, seminars, training and other activities that would impactthe state and region and/or enhance its presence;

c) To be the listening and advocacy posts on state and regional issues, especially onissues affecting woman and children, and make recommendations towards itspursuit; work closely and create cooperative relationships with offices andofficials working for the Philippine government in various capacities within thestate or region;

d) To submit semi-annual reports of goals achieved, performed or programsparticipated in;

e) To network and reach out to member and non-member organizations within itsgeographic territory and organize joint or collaborative activities, to offerinformational materials, to participate in exhibits, fairs, cultural programs or

speaking engagements on behalf of the Federation within the state or region;

f) To search and develop contacts with local civic, religious or other leaders whomay be able to influence Filipino issues, develop a speakers bureau; to createa forum for lectures and seminars in leadership development and mentoring;

g) To assist in the formation, organization, development , maintenance and growthof the Federation within their respective geographical areas; developrelationships and joint activities with other states and regional organizationswithin the Federation;

h) To actively recruit members, organizations and entities whose presence andmembership will have an impact on the expansion of the goals of the Federationand to create unity among and between organizations involving Filipinos in thearea;

i) To hold state and regional conferences and other forms or consultative bodies onthe state or regional level for discussion, understanding and dissemination of issues on any matter of concern to the state, regional and NaFFAA; inviteregional representation to each other s regional conference;

j) To participate actively in the Council of Regional Chairs, Chaired by the National

Vice Chair;

k) To perform other duties as may be delegated by the National Chair or the Boardof Governors.

Section 9.6 Duties of the State Vice Chairs and Regional Vice Chairs: The StateVice Chairs and the Regional Vice Chairs shall perform the duties, responsibilities of theState Chair or Regional Chair as each case may warrant, when he/she is unable to


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perform them by reason of absence or incapacity. He/she shall perform such other dutiesas may be designated by the State Chair, or the Regional Chair.

Section 9.7 Vacancy and Succession: In the event of vacancies in any of the state orregional chapter positions, the Regional Chair having jurisdiction shall appoint their

respective replacements upon the recommendation of the remaining officers of the Stateor Regional Chapter concerned. Such appointees shall immediately serve the unexpiredportion of the term so vacated.

Article 10: Indemnification of Officers and/or Governors

Section 10.1 Each officer or governor, whether or not then in office, shall beindemnified by the Federation against all costs and expenses reasonably incurred by orimposed upon him/her in connection with or arising out of any action, suit or proceeding

in which he/she may be involved by reason of his/her being or having been an officer orgovernor of the NaFFAA. Such expenses shall include the cost of reasonable settlement,other than amounts paid to the Federation itself, made with a view to curtailment of thecost of litigation. The Federation shall not, however, indemnify any officer or governorwith respect to matters as to which he shall be financially adjudged in any such action,suit or proceeding, to have been derelict in the performance of his duty as such officer,director or governor, not in respect to any manner on which any settlement orcompromise is affected. If the total expense, including cost of the settlement, shallsubstantially exceed the expense which might reasonably be incurred by such officer ordirector in conducting such litigation to a final conclusion. The foregoing right of indemnification shall not be conclusive of other rights to which any officer or director

may be entitled as a matter of law. The Federation shall seek insurance coverage for itsmembers as may be necessary and appropriate in the fulfillment of their respective dutiesand obligations.

Section 10.2 Limited Liability of Officers and Governors: An office or Board of Governor is not liable to the Federation, its members or creditors, or any person fordamages, settlements, fees, fines, penalties or other monetary liabilities arising from abreach of, or failure to perform, any duty resulting solely from his/her status as officer,governor or officer, unless the person asserting liability proves that he breach or failure toperform constitutes any acts of misconduct.

Section 10.3 Purchase of Insurance: the Federation shall use its best efforts topurchase and maintain insurance on behalf of any person who is an officer or governorof the Federation, to the extent that such officer of governor is insurable and suchinsurance coverage can be secured by the Federation at rates and in amounts and subjectto such terms and conditions as shall be determined in good faith to be reasonable andappropriate by the Board of the Governors, and whose determination shall be conclusive,against liability asserted against or incurred by him/her in any such capacity as arising out


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of his/her status as such, whether or not the Federation would have the power toindemnify him/her against such liability.

10.4 Limited Liability of Volunteers: A volunteer is not liable to any person fordamages, settlements, fees, fines, penalties or other monetary liabilities arising from any

act of omission as a volunteer.

Article 11: Commission on Elections

Section 11.1 National Commission on Elections: Also known as the NationalCOMELEC. This commission shall be composed of five (5) members appointed by theNational Chair, who appoints the Chair of the Commission. The members of thecommission shall serve for a term of two (2) years, or until his/her successor shall havebeen appointed and qualified. Any vacancy in this commission shall be filled by the

Commission Chair, unless the vacant position was that of the Chairman, in which casethe appointment shall be made by the National Chair.

Section 11.2 Regional Commission on Elections: Also known as the RegionalCOMELEC. This commission shall be composed of three (3) members, appointed by theRegional Chair, who appoints the Chair. The members of this commission shall serve fortwo (2) years, co-terminus with the Regional Chair, or until his/her successor shall havebeen appointed and qualified. Any vacancy in the Regional COMELEC shall be filledby the Chairman, unless the vacancy be that of the Chairman, in which case, theappointment shall be made by the Regional Chair.

Section 11.3 Duties of the Commission on Elections: In addition to supervising andadministering the functions of the elections in their respective state, regional and nationallevels, the COMELEC shall perform the following functions:

a) Develop and implement specific policies and procedures for nominations andelections;

b) Determine and verify the qualification of voting delegates; and have a list of official voting delegates prior to the election;

c) Determine and verify the qualifications of candidates;

d) Supervise the conduct of the elections;

e) Adopt procedures to be followed to resolve all electoral protests;

f) Issue appropriate certificates of election, specifying tenure of elected officials;


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g) Perform such other tasks as may be necessary to carry out its responsibilities as

specified in these By-Laws.

Article 12: Commission on Articles of Organization and By-Laws

Section 12.1 The Commission of the Articles of Organization and By-Laws shall becomposed of three (3) to five (5) members appointed by the National Chair. Themembers shall serve for a term of two (2) years or until his/her successor shall have beenappointed and qualified. Any vacancy in this commission shall be filled by theCommission Chair, unless the vacant position were that of the Chair, in which case theNational Chair shall make the appointment.

Section 12.2 Duties: The primary duty of this commission shall be to interpret andexplain the NaFFAA Constitution (Articles of Organization) and By-Laws. It shall

study proposal for revision and amendment. It shall recommend any proposed changes,through the National Chair. Any proposed revision or amendment to these documents,shall be shared with the Board of Governors not later than 30 days prior to any meetingdesignated for voting on the proposals.

Article 13: Vacancies, Succession, Termination and Resignation

Section 13.1 Vacancies: Any vacancy in the National Executive Office positions,Board of Governors, Directors, Committees or Commissions because of death,

resignation, removal, disqualification or otherwise, shall be filled by the National Chairthrough appointment, subject to the confirmation by the Board of Governors as specifiedin these By-Laws. The newly appointed officer(s) shall serve the unexpired portion of theterm of the officer being replaced.

Section 13.2 Succession: Should the position of National Chair become vacant byincapacity, prolonged absence, resignation, removal or death, the National Vice Chairshall automatically succeed to the position of National Chair. Should the vacancy occurin both positions, the NaFFAA Board of Governors shall elect a replacement from amongthemselves. The officer(s) thus elected shall serve the unexpired portion (s) of the officevacated.

Section 13.3 Termination of Directors, Committee Chairs and Commissioners: NoGovernor shall be removed from office except for cause after a hearing before a meetingof the Board expressly called for the purpose of removing the Governor, Director,Committee Chair, and/or Commissioners, and upon affirmative vote of a majority of members. A member of the Board of Governors shall be automatically terminated afterthree (3) consecutive unexcused absences. No vote is necessary for termination. TheNational Chair shall appoint a replacement in the manner provided by these By-Laws,


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provided further that the position of Regional Chair and Vice Regional Chair, State Chairand State Officers whose position (s) is/are declared vacant shall be filled by the Regionalor State Board concerned.

Section 13.4 Resignation of Governors: Any Governor may resign at any time by

submitting a letter of resignation, to the National Chair and National Secretary of theFederation. Such resignation shall take effect at the time specified, and unless otherwisespecified, the acceptance of such resignation shall not be necessary to make it effective.

Article 14: Meetings

Section 14.1 NaFFAA National Board Meetings: An annual meeting of the membersshall be held in conjunction with the biennial conferences, or at such time and place asmay be designated in the notice of the meeting. Other meetings of the NaFFAA Board

of Governors may be convened via teleconferences or through other electronic media asmay be convenient and shall be held as often as the National Chair, or National ExecutiveCommittee shall deem necessary. In the case of Regional and State Chapters, theofficers shall decide on Regional and State Chapter Meetings and its frequencies.

Section 14.2 Special Meetings: The National Chair may convene special meetings asthe need arises to be held at such time and place as the Chair shall designate. Two orthree governors, may in writing to the National Chair, or the Executive Committee,request for a special meeting, with special agenda item(s) in mind. If practicable, allspecial meetings shall provide the Board of Governors at least 72 hours notice with notmore than three (3) agenda items. These meetings may be conducted in person, via

email, teleconference or other technology available. Votes on particular motions and orresolutions required to be in person, may be accomplished in writing or by telephone,email or fax within three (3) days after the meeting. In case of Regional and/or StateChapter meetings, the determination shall/will be made at the Regional or State level.

Section 14.3 Notice of Meetings: Notice of any regular meeting shall be served at least14 days prior to such meeting and shall state the place, day and hour of the meeting, andin the case of a special meeting the importance and urgency for which the meeting iscalled. Such meeting shall determine the date and the method of notification to be used,at the discretion of the National Chair, Regional Chair or State Chair.

Section 14. 4 Quorum: A quorum for the transaction of business at any meeting shallconsist of any number greater than fifty percent plus one (50+1) of the officers presentand participating in the meeting. Such quorum by simple majority vote, transact anybusiness which may be property brought before the meeting.

Section 14.5 Voting Rights: The Board of Governors, Directors, Regional Offices orState Officers shall each have one vote in respect to matters where a vote is required or ispermitted by these By-Laws or the Articles of Organization.


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Section 14.6 Presiding Officer: The presiding officer at any meeting of the Board of the Federation shall be the NaFFAA National Chair, or, in his absence the National ViceChair. In their absence, a presiding officer shall be elected by a simple majority of themembers present. He/she shall preside only at this particular meeting.

Section 14.7 Agenda: In the call for a regular or special meeting of the Board of Governors, the National Chair or the National Secretary shall include an agenda of thebusiness to be transacted. The same applies to the Regional and State Chapter meetings.However, no final vote may be taken to change the Articles of Organization, to dissolvethe Federation, to remove any Governor, Director or Officer, unless that matter have beenspecifically included in the notice of the meeting. The Roberts Rules of Order, in itscurrent revised edition, shall be in force at all meetings of the National ExecutiveDirector, Board of Governors, National Standing Committees, Ad Hoc Committees andCommissions, Regional Boards or State Chapters unless required otherwise by theArticles of Organization and these By-Laws.

Section 14. 8 Votes Required to Decide Certain Specific Issues: A two-thirds (2/3)majority votes cast shall be required to dissolve the Federation. All other questions shallbe decided by a simple majority unless a greater majority shall be required on proceduralmatters in accordance with usual parliamentary rules, state statutes, Articles of Organization or these By-Laws.

Section 14.9 Informal Action Without a Meeting: Any action required or permittedby the Articles of Organization or By-Laws or any provision of law to be taken by theBoard of Governors, or elected officers of the Regional or State Chapters, at a meeting, orby resolution, may be taken without a meeting if a consent in writing through email, text,

fax or other methods, setting forth the action so taken is signed and confirmed by theofficers then in office.

Section 14.10 Presumption of Assent: A member of the Board of Governors, anofficer of the Regional or State Chapters, who is present at a meeting, or a committeethereof, at which action on any corporate matter is taken shall be presumed to be assentedto the action taken unless his/her dissent shall have been entered in the minutes of themeeting, or unless he/she files his/her written dissent to such action with the personacting as secretary of the meeting before the adjournment thereof. He/she shall forwardsuch dissent by mail to the National Secretary, Regional or State Secretary immediatelyafter the adjournment of the meeting. Such right to dissent shall not apply to any officer

who voted in favor of a proposal or a resolution.

Section 14.11 Open Meetings: The Board of Govenors, Regional or State Chaptermeetings shall be open to the general public except if it is dealing with the removal of agovernor, director or officer. In addition, the Board of Governors, or officers of theRegional or State Chapters, may declare a meeting closed by a simple majority vote.


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Section 14.12 Closed Meetings: Meetings of temporary committees (ad hoccommittees) shall be closed to all governors or officers of other committees except forthose specifically invited to be present.

Section 14.13 Required Attendance: Members of the Board of Governors, Officers of

the Regional and/or State Chapters shall attend all meetings unless properly excused bynotification to the National Secretary, Regional or State Secretary, or appropriate officer,or any member of the Board, or officers prior to the meeting. The office of the Governor,or officer who is absent without excuse for three (3) consecutive meetings shall bedeclared automatically vacant.

Article 15. NaFFAA Empowerment Conference

Section 15.1 A NaFFAA Empowerment Conference shall be convened every two (2)

years, at a time, date and venue designated by the Board of Governors. The Board of Governors shall in consultation with the Regional and State Host Committee, recommendthe theme of the conference. The National Vice Chair shall be ex-officio head of theconference committee, representing the National Executive Board.

Section 15.2 Venue: A region or state desiring to host an empowerment conferencemust state that desire in writing no later than the end of the previous conference if possible, earlier if a consensus from the state or regional officers has been voted on. It isrecommended that each region be given an opportunity in hosting an empowermentconference. In case of a tie or conflict, the National Chair shall mediate a favorableaccommodation.

Section 15.3 Agenda: the Federations Board of Governors, upon consultation with theRegional Directors, Standing Committees and Commissions shall formulate the agendaof the empowerment conference. Issues of national interest and advocacy concerningthe life of Filipino Americans in the US shall be presented at these conferences. Theseagenda items must be approved during the planning stages of the EmpowermentConference, no less than two (2) months prior to the date of the conference.

In cases where a conflict exists in the agenda items submitted, the National Chair shallhave veto power over the items. However a majority vote of the Board of Governorsshall override the veto.

Article 16. Dues and Assessments

Section 16.1 The Board of Governors shall establish the dues to be assessed.Membership dues should be paid by the end of June of the year of the assessment.


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Failure to pay by the due date will deprive the member of voting rights within the state,region and the Federation.

Section 16.2 Membership Dues. Dues paid by regular members, organizations,

associations and other entities shall be remitted directly to the National Treasurer.Assessments paid by organizations, societies and other entities shall be dividedaccording to the following schedule.

Section 16.3 Revenue Sharing of Membership Dues: For individual membershipdues: revenue sharing will be as follows: 80% to the National, and 20% to the StateChapter.

Article 17: Fund Raising

Section 17.1 Fund Raising: Funds raised by the Federation through donations orgrants shall belong to the General Fund of the NaFFAA. Funds raised by the State shallremain with the State Chapters.

Section 17.2 State and Regional Chapters engaged in fund raising activities or receivedonations shall forward the applicable financial report to the National Treasurer no laterthan sixty (60) days after the event.

Section 17.3 Revenue Sharing for Fund Raising Revenues : Revenue sharing for fundraising events on regional or national levels, and for net revenues during national

empowerment conference, the revenues shall be divided as follows:60% to the state, 20% to the Regional and 20% to the National Office. Revenue sharingduring Regional Conferences shall be as follows: After reimbursing the Region formonies advanced to run the Regional Conferences, if any, revenue sharing shall be asfollows: 60% to the host state, 20% to the regional and 20% to the National Office.

Article 18: Fiscal Year, Finances and Financial Management

Section 18. 1 Fiscal Year: The fiscal year of the Federation shall start on January 1 st and

end on December 31st

of the same year.

Section 18.2 Audit: The Federations financial accounts shall be audited annually,within 60 days following the end of the fiscal year, under the direction of the NationalTreasurer. A report of the audit shall be submitted to the Board of Governors, during themeeting immediately following the completion of the audit, and copies made available tothe Regional Chair at the empowerment conference.


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Section 18.3 Annual Budget: Upon recommendation by the National Treasurer, theFederation shall adopt a budget for each fiscal year, no later than 60 days after thebeginning of the fiscal year. The budget shall specify sources of revenues to cover costs.The National Treasurer shall submit a proposed budget to the National Chair forapproval by the Board of Governors no later than March 31 of the fiscal year. The

budget as proposed will then be published in the Federations Newsletter.

Section 18.4 Annual Financial Report: The National Treasurer shall prepare anannual financial report for the fiscal year. The report shall be submitted to the Board of Governors, during the next annual meeting, and shall be made available to the Regionaland State Chapters. After the financial report has been submitted to an outside auditor,the report shall be published in the Federations Newsletter.

Section 18.5 Contracts: The Federation may authorize any officer(s) to enter into anycontract or execute and deliver any instruments in the name of and on behalf of theFederation, and such authorizations may be general or confined to specific instances.

Section 18.6 Loans: No loans shall be contracted on behalf of the Federation and noevidence of indebtedness shall be issued in its name unless authorized by or under theauthority of a resolution of the Board of Governors.

Section 18.7 Checks and Drafts: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Federationshall be signed by such officer(s) or agent(s) designated by the Federation, and in suchmanner as shall from time to time be determined by or under the authority of a resolutionof the Board of Governors. Checks, drafts and or other orders or payment in excess of $5,000 shall be co-signed by the National Chair.

Section 18. 8 Deposits: All funds of the Federation not otherwise in use shall bedeposited from time to time to the credit of the Federation in such banks, trust companiesor other depositories, as may be selected by or under the authority of the Board of Governors.

Section 18.9 Contributions and Donations: Except as restricted by laws governingnon-profit tax exempt organizations, gifts, bequests or real or personal property of everynature and description and wherever located, may be accepted by the Board of Governors. The NaFFAA may use, hold, manage, deal with and dispose of same to suchextent as may be advisable for fulfilling the purposes of the Federation. The Board of

Governors may accept on behalf of the Federation any contribution, gift, bequest ordevise for general puposes or for any special purpose of the Federation.

Section 18.10 Other Endowment Funds: The Board of Governors may establish suchother endowment funds as it deems necessary or advisable which shall be administeredpursuant to the rules and regulations it prescribes.


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Section 18. 11 Investment of Funds: Funds not needed for current use of theFederation shall be invested in interest-bearing accounts or securities providing the bestavailable return on investment at or through a financial institution authorized by theBoard of Governors. No investment commitment with a term in excess of one year shallbe made without the express authority of the Board of Governors.

Section 18.12 Indemnity: The NaFFAA may indemnify any officer, member of theBoard of Governors, its agent(s) or employee(s) for liabilities in the course of performingtheir functions in good faith under such terms specified by law. In any event, theNaFFAA shall have the right to purchase and maintain insurance on behalf of suchperson(s).

Article 19: Protest, Complaints and Grievance Procedures

Section 19.1 Requirements: Any dispute among members, local chapters or regionalchapters shall be submitted by either party to the National Chair with copies to the Boardof Governors. The Board of Governors shall exert all efforts to resolve the protest,complaint or grievance from within. Any dispute shall be resolved within thirty (30)days from the filing of the protest or complaint.

Whenever necessary, the Federation shall seek the advice of those whose expertiseinclude the complex area of the dispute, complaint or grievance, in recognition of theserious import and the potentially divisive manner of such matters.

NaFFAA may exercise an option, upon the recommendation of its Board of Governors,

of interceding in cases where the parties to the grievance may be one of both beingmembers of the Federation.

NaFFAA may not intercede in cases, where one of both are not members in goodstanding at the time of the protest, complaint or grievance.

NaFFAA may not participate in cases involving non- member individuals, organizationsor entities; or participate in an appeal involving local disputes.

Section 19.2 Grievance Committee: In the event conciliation fails, the National Chairshall create a Special Grievance Committee, of three (3) members with at least one

member from the Board of Governors, and one (1) representative from the Region of theparties to the dispute, if applicable. The Legal Counsel shall serve as Chair of theGrievance Committee.

Section 19.3 Hearings: The Grievance Committee shall hold a hearing either orally orvia teleconference and render a decision within thirty (30) days.


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19.4 Notice of Decision: Following the hearing, the Grievance Committee shall makeits recommendation in writing addressed to the National Chair. The recommendations of the Committee shall be approved by a majority vote of the Board of Governors at ameeting called specially for that purpose. The National Chair shall notify the party(ies)involved of the Boards decision in writing within thirty (30) days. The decision of the

Board of Governors shall be final.

Article 20: Dissolution and Distribution of Assets

Section 20.1 Upon dissolution of the Federation, or final liquidation, the assets of theFederation shall be distributed as follows:

a) All liabilities and obligations of the Federation shall be paid, satisfied anddischarged, or adequate provision be made thereof;

b) Assets held by the Federation upon conditions requiring return, transfer orconveyance, which condition occurs by reason of dissolution, shall be returned,transferred or conveyed in accordance with such requirement(s). Assets on loanto the Federation shall be returned to the estate of the loaner prior to thedissolution of the Federation;

c) The remaining assets, if any, shall be distributed exclusively to one or morecharitable organizations and foundations whose exempt purposes fall within themeaning of Section 501 (3) of the Federal Internal Revenue Code, or shall bedistributed to Federal, state or local governments for a public purpose. Such

distribution shall be made in accordance with all applicable provisions andregulations as they now exist or as they may hereafter be amended.

Article 21: Miscellaneous Provisions

Section 21.1 Enforcement of National Policies: All NaFFAA members shall complywith all the resolutions and policies adopted by the Federation.

Section 21. 2 Exercise of Citizenship Rights: All members shall be encouraged to

participate in the American political process. However, no substantial part of theactivities of the Federation shall be devoted to propaganda. The Federation shall notparticipate or intervene in any political campaign on behalf of, or in opposition to, acandidate for public office.

Notwithstanding any provision in these By-Laws, the Federation shall not carry onactivities not permitted for organizations exempt from Federatl Income Tax under


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Section 501 3 of the Federal Internal Revenue Code or for organizations, contributionsto which are deductible under Section 170 2 of the Federal Internal Revenue Code.

Section 21.3 Prohibition Against Private Inurement: No part of the net earnings of the Federation shall inure to the benefit, or be distributed to its members, officers,

advisors, or others, except that the Federation shall be authorized and empowered to payreasonable compensation for services rendered and to make payments and distributionsin furtherance of the purposes of the Federation.

Article 22. Amendments

Section 22.1 Amendments to Articles of Organization and By-Laws: ( Formerlyreferred to as Articles of Incorporation and By-Laws), may be amended by a proposal orrecommendation by any member, or group of members of the Federation, by submitting

the proposed amendments to the Commission on the Articles of Organization and By-Laws or to the National Executive Board, or to the Board of Governors. The Board of Governors shall be expressly authorized to alter, repeal provisions or make changes fromtime to time. The Board when acting in this manner, may by a vote of a simple majoritypass the changes, provided that a quorum was present and the notice of such proposedamendments shall have been given to voting members thirty (30) days prior to suchmeetings.

Section 22. 2 Notice: The Commission on Article of Organization and By-Laws shallsubmit or send the written recommendation on the proposed amendments to the NationalChair and the Board of Governors, at least thirty (30) days prior to the date of the meeting

in which the by-laws is an agenda item.

Section 22.3 Adoption: The proposed amendment(s) shall be adopted upon a majorityof fifty percent plus one (50%+1) vote of all the members eligible and voting at themeeting.

Section 22.4 Ratification: The amended article(s) and/or by-laws shall take effect uponthe formal adoption and ratification by the delegates at said meeting.

Article 23: Transitory Provisions

Section 23.1 The provisions of these amended by-laws shall be effective for electionsheld during the 2012 Empower Conference.

Section 23.2 The election of the new Board of Governors at the 2012 EmpowermentConference, is to resolve the issue of continuity of the National Board of NaFFAA.


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Section 23.3 The proposals for this overlap shall take effect at the 2012 EmpowermentConference.

Certification:

This is to certify that the proposed amendments to these by-laws have been presented andapproved at the Las Vegas Summit, this 13 th day of May 2011. The list of delegates to this summit is attached to form part of the deliberations of said

meeting.

Eduardo Ed Navarra National Chair

JT MallongaBy-Laws Commission Chair

Members of the by-laws Committee: JT Mallonga, Chair, P.E. Kiram, Vice Chair,Luly Esclamado, Member, Rodil Rodis, Member, Rudy Asercion, Member

Delegates to the 2011 Summit: Michelle Abad, Roger Alama, Juanito Amor Jr,Marilyn Ante, Dick Aquino, Pat Aquino, Ricky Aquino, Rino Aquino, SoniaAquino, Rudy Asercion, Tess Atayde, Jinni Bartolome, Amie Belmonte, LeoBelmonte, Vida Benavidez, Bernie Bento, Bing Branigin, Cecilyn Bulanda, LeslieCabingabang, Jeanette Campbell, Gloria Caoili, Bea Chaves, Jerry Clarito,Angie Cruz, Ceferina Cruz, Auring Cudal, HE Jose Cuisia Jr, Marie Cunning,Bert Dayao, Buddy Deauna, Willie Dechavez, Ben de Guzman, Amy delMundo, Ryan Del Rosario, Cynthia Deriquito, Lorna Dietz, Marilyn Doromal,Caesar Elpidio, Luly Esclamado, Myrna Esderts, Jing Espiritu, MarielaFletcher, Brendan Flores, Rainier Galgana, Ernie Gange, Agnes Higley, BethIlagan, Eunice Jones, Nadia Jurani, Romeo Jurani, Nena Kaufman, Joni Keith,P.Emraida Kiram, Eric Lachica, Donna LaVigne, Rozita V. Lee, Resty Lopez,Gigi Macabenta, Greg Macabenta, Francis Macalalag, Flor Magbanua, JTMallonga, Ben Menor, Ethel Mercado, Gus Mercado, Ed Navarra, Vickie G.Navarra, Boy Obana, Flor Obana, Joe Pecho, Lito Pernia, Trining Richie, Rodel


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Rodis, Rosie Rosales, Ceferina Ruiz, Jay Ruiz, Merit Salud, Cristina Serrano,Jeff Timplin, Nimfa Tinana, Bart Tubalinal, Yoly Tubalinal, Rolando Vaszquez.

NOTES:

SELECTED QUOTES: Taken from the following email (with certain deletions so thatthis document could be publicly disseminated; edited by Lorna Dietz)

From: Eduardo NavarraDate: Sun, Jun 3, 2012 at 9:52 PMSubject: [NaFFAA_2011_BOD] Ratified NaFFAA By-LawsTo: [email protected], [email protected],

[email protected]

2 June 2012

Subject: Ratified NaFFAA By-Laws

Attached is the final copy of the NaFFAA by-laws that was ratified in LV. This includesthe new Election rules based on this revised by-laws, i.e. 24 Board of Governorsto be elected, and from there the National Chair, etc etc etc. will be elected. Nomore youth chairs. Regional chairs position will remain the same except that themajor national decisions will be taken over by the Board of Governors.

This will be the final version to be presented to the assembly first day in the 10th EC inAugust for final ratification. But for all practical purposes this will adopted byNaFFAA as its new revised by-laws per the LV Summit in May last year. Finalratification will be presented to the NaFFAA body by the by-laws committee (JT,Emraida & Rodel).

Eduardo "Ed" NavarraNaFFAA National Chair

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NaFFAA By-Laws, for Ratification - Taken From Las Vegas Business Summit May 2011

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