ARTICLES OF ASSOCIATION
OF THE
UNITED FILIPINOS IN THAILAND

The United Filipinos in Thailand is established in October 2007 in accordance with the (relevant laws of Thailand) and its operation shall be carried out in accordance with the said laws.

Chapter 1
General Provisions

The association shall be called “United Filipinos in Thailand”. The name shall be written in English as “United Filipinos in Thailand,” and in its abbreviated form shall be called “UFT.” The words “Association” or “UFT” hereinafter referred to in these by-laws shall mean the “United Filipinos in Thailand.”

Article II. Address.

The principal address of the Association is at 760 Sukhumvit Road, Bangkok 10110, Thailand.

Article III. Seal.

The seal of the Association is as follows and consists of (description of seal).

(Illustration of UFT seal)

Article IV. Nature of Association.

Article V. Mission Statement.

The Association is committed to foster a culture of unity, cooperation, prestige and professionalism through dynamic and dedicated leadership and fellowship among Filipinos in Thailand.

Article VI. Objectives.

The objectives of the Association are:

(1) To promote friendship and mutual understanding and to maintain unity and harmonious relations among Filipinos in Thailand.
(2) To address the various social, economic and welfare concerns of Filipinos in Thailand.
(3) To represent the Filipinos in Thailand in major functions or events which require nationality representation.
(4) To consult and cooperate with the Philippine Embassy and Thai government officials on matters concerning the Filipinos in Thailand.
(5) To organize, support and undertake projects and activities that give recognition to the talents and abilities of Filipinos in Thailand and to raise awareness and pride in the Philippine language, culture, heritage and traditions,
(6) To broaden the outlook of Filipinos in current affairs, cultural, social and other activities important to the status of Filipinos in Thailand

Chapter 3
Members and Membership

Article VII. Membership

1. There shall be regular members and honorary members. Only regular members are eligible for election in the Executive Committee and Sector Representatives.

2. Regular membership shall be held by those who pay the annual dues as stated in the by laws.

3. Honorary membership shall be held by the incumbent Philippine Ambassador to Thailand and prominent members of the Filipino Community as well as individuals of other nationalities who have contributed much to improving the welfare of Filipinos in Thailand. Other than the incumbent Philippine Ambassador to Thailand who is automatically an honorary member of the Association, honorary membership to the Association shall be granted upon the approval of at least two-thirds (2/3) of the Board of Directors.

4. Anyone who is willing to conform to the objectives of the association and who is willing to contribute his/her time and effort to its programs and projects shall be eligible for membership. Those desiring to become a member will be required to make application for membership on the official form provided by the association.

5. Termination of membership

Membership in the association can be terminated by any of the following:

a. By written resignation
b. Any member who fails to pay his/her dues by January 31st of the fiscal year shall be sent a notice from the Membership Director stating that his/her name will be removed from the association’s roster unless his/her dues are paid within thirty days.
c. Any deliberate action to tarnish the image of Filipinos in Thailand or the association shall be deemed grounds for termination of membership. In any event, the Membership Committee shall investigate and evaluate each case and shall submit its recommendations to the Board of Directors within sixty (60) days from the date such case was brought to its attention. The decision to revoke the membership of any member shall require a vote of at least three-fourths (¾) of the Board of Directors.

Chapter 4
Rights and Duties of Members

Article VIII. Rights and Duties of Members

A member of the Association shall have the following rights:

(1) To attend meetings, discussions and other activities that are open to members of the Association, to question members of the Board of Directors, and to submit motions to the General Meeting.

(2) To submit comments and suggestions to the Association or to the Board of Directors on matters within the objectives of the Association in order to make the Association more effective and responsive.

(3) To examine the activities and assets of the Association by submitting a letter to the Secretary of the Association.

(4) To receive reports and other documents prepared by the Association for distribution to the members.

(5) To receive a reasonable amount of financial assistance in cases of emergency as determined by the Board of Directors.

Article IX. Right to Vote and Election to Office

Only regular members have the right to vote and the right to be elected as Executive Committee Members or Sector Representatives.

Article X. Duties of Members

A member of the Association shall have the following duties:

(1) To abide strictly and honestly by the Constitution and By Laws and regulations of the Association, resolutions of the General Meetings and the Board of Directors, and the duties entrusted by the Association.

(2) To maintain the integrity and guard the interests and benefits of the Association and to avoid disclosing any information which may disgrace the Association.

(3) To support and promote the activities of the Association.

(4) To maintain unity among the members by carrying one’s own business faithfully and providing assistance to each other.

(5) To pay annual membership fees and other fees approved by the General Meeting to the Association punctually.

(6) To notify the Secretary of the Association, in writing, of any change in name, family name, nationality, residential address, business address, and other relevant information within thirty (30) days of such change.

Chapter 5
Membership Fees

Article XI. Membership Fees

Fees shall be paid as follows:

(1) Regular members of the Association shall pay an annual membership fee of Baht 100.  The membership fee may be changed by a resolution duly approved by the members during a General Meeting.

(2) Honorary members are exempt from paying annual membership fees.

Chapter 6
Board of Directors, Advisory Council and Standing Committees

Article XII. Board of Directors

The Board of Directors shall be the governing body of the association. It shall be composed of the elected Executive Officers, elected Sector Representatives, and ex-officio members of the various recognized Filipino organizations in Thailand.

1.) Elected Executive Officers

The Executive Officers shall be responsible for carrying out the day-to-day affairs of the Association. The Executive Officers shall be elected during the annual meeting designated for that purpose. It shall consist of the following officers.

1. President. The President directs how the Association is operated in accordance with the Constitution and By Laws of the Association. The President shall be the representative of the Association in businesses involving third parties and shall be the Chairman at the Board of Directors Meetings and the General Meetings of the members.

2. Vice President. The Vice President assists the President in all businesses that are the duties of the President and shall act for the President when the President is not present or cannot perform his/her duty.

3. Treasurer. The Treasurer keeps and expends the money of the Association and prepares and maintains financial accounts and records of all receipts and payments. He/she keeps and records all the assets of the Association and performs other duties assigned by the Board of Directors.

4. Assistant Treasurer. The Assistant Treasurer assists the Treasurer in all businesses that are the duties of the Treasurer and shall act for the Treasurer when the Treasurer is not present or cannot perform his/her duty.

5. Secretary. The Secretary prepares and reviews all correspondence; keeps various non-financial documents and records of the Association; and acts as the Secretary at the Board of Directors Meetings and the General Meetings of the members. The Secretary shall prepare the minutes of each meeting and shall perform other duties assigned by the Board of Directors.

6. Assistant Secretary. The Assistant Secretary assists the Secretary in all businesses that are the duties of the Secretary and shall act for the Secretary when the Secretary is not present or cannot perform his/her duty.

The candidates with the six (6) highest numbers of votes received during the elections called for this particular purpose shall comprise the Executive Officers or Executive Committee. These elected officers shall choose among themselves who will occupy the positions of President, Vice President, Treasurer, Assistant Treasurer, Secretary and Assistant Secretary. In case of any dispute or deadlock, term sharing and other means of compromise may be agreed to by the parties involved.

2.) Elected Sector Representatives

To ensure broad representation in the Board, Sector Representatives will be elected to the Board. The elected Sector Representatives shall bring to the attention of the Association the particular concerns of the sector he/she represents and shall be responsible to communicate and disseminate information to the members in his/her sector.

One (1) representative in each of the following sectors shall be elected. The number of sectors may be expanded to include other sectors that are deemed by the Board of Directors and approved by a corresponding resolution as needing representation.

(1) Academic Organizations
(2) Non-Governmental Organizations (NGOs), United Nations (UN) & Other International Agencies
(3) Religious Organizations
(4) Entertainers
(5) Business
(6) Services

3.) Ex-Officio Members

Chairmen, Presidents and Heads of existing and recognized Filipino organizations in Thailand shall automatically have a seat in the Board by virtue of their office.

Initially, the ex-officio members of the Board of Directors shall comprise the heads of the following recognized Philippine organizations:

(1) Philippine Ladies Group (PLG) President
(2) Philippine-Thai Business Club (PTBC) Chairman
(3) Tennis Association of Filipinos in Thailand (TAFT) Chairman
(4) Filipino Golf Club (FGC) President

Any Filipino organization may join the list of recognized Philippine organizations if they meet the eligibility criteria established by the Philippine Embassy in Thailand. Eligibility is subject to certification by the Philippine Embassy based on various criteria, including the Filipino character of the organization based on the number of outstanding and active Filipino members, the nature and activities, and the structure and operations of the organization.

There shall be no less than 11 and no more than 25 officers in the UFT Board of Directors. No person shall hold more than one elected office during his/her term of office.

Article XIV. Advisory Council

The Advisory Council shall provide overall guidance and offer advice to the Board of Directors. It shall be comprised of the incumbent Philippine Ambassador to Thailand and former Presidents of the Association.

Article XV. Standing Committees

1.) There shall be six (6) Standing Committees responsible for planning, coordinating and undertaking programs and activities in specific areas, namely:

(1) Membership Committee. The Membership Committee shall be responsible for soliciting and reviewing applications for membership in the Association. The Committee shall maintain and publish a registry of members that will contain at least the following particulars

(a) Name and nationality of each member
(b) Home address, telephone and fax numbers and email addresses
(c) Company name, address, telephone and fax numbers and email addresses (if applicable)
(d) Contact person(s) and their address and telephone numbers in case of emergencies
(e) Date of membership entry and cessation of each member.

(2) Programs & Projects Committee. The Programs and Projects Committee shall be responsible for planning, initiating and coordinating the various programs and projects of the Association. The Committee shall prepare, at the start of each calendar year, a proposed list of programs and projects for presentation and consideration by the Board of Directors. The Committee shall work closely with the members of the Board, particularly with the heads of various recognized Filipino organizations, to make sure that their program of activities are mutually consistent and complementary and are not in conflict with one another.

(3) Social Welfare Committee. The Social Welfare Committee shall be responsible for planning, initiating and coordinating various programs of action to address the socioeconomic and welfare needs of the Filipinos in Thailand. The Committee shall work closely with the Philippine Embassy officials and the elected sector representatives in the Board to identify and prioritize the issues and concerns facing Filipinos in Thailand and to prepare appropriate programs of action to address these issues and concerns.

(4) Publications and IT Committee. The Publications and Information Technology (IT) Committee shall be responsible for producing and circulating the Newsletter and other publications of the Association. The Committee shall set up and update regularly the website of the Association and assist the Association in the design and dissemination of information through electronic means.

(5) Public Relations Committee. The Public Relations Committee shall be responsible for preparing the Newsletter as well as other official communications of the Association to the public. The Committee shall assist the Secretary and Assistant Secretary of the Association in preparing letters, announcements and other forms of communications to ensure that they are clear and effective and promote the good name and image of the Association. The chairman of this committee will be the official spokesperson of the Association. When so designated by the President, the Chairman of the Public Relations Committee shall also represent the Association in public functions.

(6) Finance & Audit Committee. The Finance and Audit Committee shall be responsible for evaluating the financial aspects of all activities of the Association, particularly its major events and functions. The Committee shall take the lead in soliciting contributions, sponsorships and donations, whether in cash or in kind, and shall ensure that all funds and resources of the association are properly recorded and accounter for. Whenever necessary, the Committee shall assist the Treasurer and Assistant Treasurer in their functions.

2.) Each of the Standing Committees shall be headed by a Chairman who shall be appointed by the President of the Association. The Committee Chairman shall invite as many members of the Association as necessary to assist him/her in performing the tasks of the Committee. The term of office of the Committee Chairman and its members is concurrent with the elected Executive Officers.

3.) The President, with the approval of the Board of Directors, can create additional or reduce the number of Standing Committees as deemed necessary for the effective function of and in the interest of the Association.

Article XVI. Election of the Executive Committee and Sector Representatives and Terms of Office

1.) Executive Officers and Sector Representatives shall be elected for a term of two (2) years and may be elected for another term. However, no person shall remain in office for more than two (2) consecutive terms. 

2.) Three (3) months before the end of the term of the Executive Committee and Sector Representatives, the Board of Directors shall appoint an Election Committee, which shall prepare, according to the By Laws, a list of nominees for the election of the new Executive Officers and the Sector Representatives for the succeeding term. The Election Committee, which shall comprise at least three (3) members of the Association in good standing, shall also prepare the rules and procedures for the conduct of elections.

Article XVII. Vacancy of Office

Any Executive Officer and Sector Representative shall vacate his/her office in the following events:

(1) When his/her term of office expires.
(2) When he/she resigns from the office and the Board of Directors approve the resignation.
(3) When he/she becomes disqualified or ceases to be a regular member.
(4) The General Meeting passes a resolution to remove him/her from office.

Article XVIII. Vacancy of Office Before Expiration of Term of Office

In the event of a vacancy in the Executive Officers or Sector Representatives, with the exception of the President, the Board of Directors may appoint a replacement to the office, and the member so appointed shall remain in office for the remaining period of the term. For an interim election to elect the President to the vacated office, the Executive Officers shall call a General Meeting for this particular purpose.

In the event the entire Executive Officers vacate the office before the expiration of their term of office, the outgoing Executive Officers shall convene a General Meeting in order to elect the new Executive Officers. The new Executive Officers elected shall remain in office for the remaining period of the former Executive Officer’s term.

Article XIX. Board of Directors Meetings

A meeting of the Board of Directors shall be convened at least once every three (3) months. The President, the Executive Officer acting in the President’s absence, or a group of no less than five (5) members of the Board of Directors may call a meeting of the Board of Directors whenever necessary.

The Secretary, Assistant Secretary, or an Executive Officer acting for the Secretary shall prepare the minutes of each meeting and such minutes shall be submitted for approval at the next meeting of the Board of Directors. Approved minutes shall be signed by the President and the Secretary and kept on file at the office of the Association. Approved minutes may be inspected by members of the Association during normal working hours at the office of the Association.

Article XX. Quorum for Meeting of the Board of Directors

More than half of the total number of members of the Board of Directors shall be needed to form a quorum. Without a quorum, a second meeting shall be held within a week after due notice has been given to all members of the Board of Directors. In the second meeting, at least five (5) Board members present will constitute a quorum.

Article XXI. Chairman of the Meeting

The President of the Association shall be the Chairman of the meeting of the Board of Directors. If the President is not present or cannot perform his duty, the Vice President of the Association chairs the meeting. If both the President and Vice President are not present or cannot perform their duty, the meeting shall appoint a member of the Board of Directors to be the Chairman of that particular meeting.

Article XXII. Adoption of Resolution by the Board of Directors

Resolutions at the Board of Directors meetings shall be adopted by the majority of the members of the Board of Directors present at the meeting. Each member of the Board of Directors can cast only one (1) vote. If the votes are equal, the Chairman of the meeting shall have the casting vote.

Article XXIII. Duties and Responsibilities of the Executive Officers

1.) The Executive Officers shall represent the association in all legal or relevant matters.

2.) Legal documents and contracts shall be signed by either the President or, in the President’s absence, the Vice President, and, in case of the absence of both, the Treasurer or Secretary.

3.) All financial transactions shall require the signatures of the President (or the Vice President in the absence of the President) and the Treasurer (or Assistant Treasurer in the absence of the Treasurer).

4.) The outgoing Treasurer shall present to the General body during the business meeting an audited annual statement of association’s accounts, including statements of all other funds not later than two (2) months after the end of each financial year.

Chapter 7
General Meetings

Article XXIV. General Meetings

The President shall call for an Annual General Meeting of the members at least once every year. Among the agenda items in the Annual General Meeting are the election of the Executive Officers and Sector Representatives, evaluation of the work of the Association in the preceding year, and the adoption of the financial statements of the Association.

A General Meeting other than the meeting as stated in the preceding paragraph shall be called “Extraordinary General Meeting.” An Extraordinary General Meeting shall be held within thirty (30) days from the date a resolution has been passed by the Board of Directors deeming it appropriate to hold such Meeting or within thirty (30) days from the date the notice has been received by the President from no less than one-fifth (1/5) of the regular members requesting for such meeting.

Article XXV. Holding of General Meetings

The Board of Directors shall send, not later than fifteen (15) days prior to the Meeting, a notice stating the date, time, place and agenda of the General Meeting to all members, either by hand or by registered mail to the addresses of the members as appearing in the Registry of Members.

The notice calling for the meeting as per the above paragraph shall enclose therein a copy of the minutes of the previous General Meeting or, in the case of the Annual General Meeting, a copy of the Annual Report of Activities.

Article XXVI. Quorum at General Meetings

The Board of Directors shall send, not later than fifteen (15) days prior to the Meeting, a notice stating the date, time, place and agenda of the General Meeting to all members, either by hand or by registered mail to the addresses of the members as appearing in the Registry of Members.

The notice calling for the meeting as per the above paragraph shall enclose therein a copy of the minutes of the previous General Meeting or, in the case of the Annual General Meeting, a copy of the Annual Report of Activities.

Article XXVII. Chairman of the General Meeting

The President of the Association shall be the Chairman of the General Meeting. If the President is not present or cannot perform his/her duty, the Vice President of the Association performs his/her duty. If both the President and Vice President of the Association are not present or cannot perform their duty, the meeting shall appoint a member of the Board of Directors to be the Chairman for that particular meeting.

Article XXVIII. Resolutions of the General Meeting

Unless otherwise provided in the Constitution and By Laws, resolutions at the General Meeting shall be adopted by the majority votes of the members attending the meeting. If the votes are equal, whether by show of hands, secret ballot or other methods, the Chairman of the meeting shall have the casting vote.

A resolution put to vote at any General Meeting shall be decided by a show of hands, unless the Board of Directors, by a majority vote, request the vote to be taken by secret ballot or by other methods.

Each member is entitled to only one (1) vote.

Chapter 8
Finance

Article XXIX. Financial Year

The financial year of the Association commences from the 1st of January and ends on the 31st of December.

Article XXX. Financial Report

The Board of Directors shall appoint an auditor to audit the accounts of the Association every year. The Balance Sheet and Statement of Income and Expenses of the preceding year shall be provided to the auditor not later than the end of February of the following year. Thereafter, the auditor shall complete the examination of accounts within thirty (30) days.

The financial statements that the auditor has certified shall be submitted by the Board of Directors to the Annual General Meeting for approval within one hundred and twenty (120) days from the end of the Association’s financial year.

The annual report of the operation of the Association and the audited financial statements shall be kept at the Association’s office for inspection by the members during normal working hours.

Article XXXI. Power of the Auditor

The auditor has the power to inspect all assets, books, accounts and documents relating to the finance and operation of the Association and has the right to query Executive Committee members and other members of the Board of Directors who have been involved in the said assets, books, accounts and documents. In this connection, the Executive Committee members and members of the Board of Directors shall assist and facilitate such examination and inquiry.

Article XXXII. Safekeeping of Accounting Books and Financial Documents

The Association’s books, accounts and financial records shall be kept at the Association’s office and the Treasurer shall be responsible for them.

Article XXXIII. Bank Accounts

All cash of the Association shall be deposited in the Association’s name with any commercial bank or financial institution located in Bangkok as per the resolution of the Board of Directors.

As per Article XXIII, section 3, any deposit or withdrawal of money from the bank or financial institution shall require the signatures of the President (or the Vice President in the absence of the President) and the Treasurer (or the Assistant Treasurer in the absence of the Treasurer.

Article XXXIV. Fund Raising

The Association may raise and solicit funds through donations, sponsorships and other activities in order to be able to carry on its business according to its objectives so long as the activities are considered by the Board of Directors to be appropriate and do not contravene the law.

Chapter 9
Amendment of Constitution and By Laws and Dissolution of Association

Article XXXV. Amendment

Any amendment, alteration and deletion or addition to the Constitution and By Laws shall be made only by a resolution of the General Meeting and approved by not less than one half (1/2) of the total membership, including regular and honorary members.

Suggestions for such amendments must be hand delivered or sent by registered mail and posted in the Association’s website by the Publications and IT Committee to all members at least fifteen (15) days before the General Meeting at which such amendments must be acted upon.

Article XXXVI. Dissolution of the Association

The Association may be dissolved at any time by a decision taken at a General Meeting specially called to consider the dissolution, with a quorum of at least one half of the total membership required.

The decision must have been approved by a resolution to dissolve the Association with no less than one half (1/2) of the votes of all members, including regular, honorary and guest members.

A committee authorized by the General Meeting shall continue to function until matters relating to the dissolution of the association are finally settled. Residual funds must be disposed of according to the wishes of the members, designating especially to an organization or organizations with allied objectives.

Chapter 10
Interim Provisions

Article XXXVII. Actions Prior to Formal Elections

The founding members of the Association shall elect among themselves an Interim set of officers comprising a President, Vice-President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer. These officers shall be responsible for setting into motion the formal organization of the Association, including the drafting of the Association’s Constitution and By Laws, elections of the first set of Executive Officers and Sector Representatives and the setting up of the UFT Board.

The founding members shall nominate an Election Committee to oversee the preparations for elections. The Election Committee, which shall comprise no less than three (3) people, shall be responsible for setting the guidelines, rules and procedures for the nomination of candidates and their election into the Board of Directors.

Article XXXVIII. Ratification of Proposed Constitution and By Laws of the Association

Once the new Board of Directors, comprising the newly elected Executive Officers, Sector Representatives and Ex-officio members of the various recognized Filipino organizations in Thailand, is in place, a General Meeting will be called to ratify the proposed Constitution and By Laws of the Association. This General Meeting shall take place not later than one hundred twenty (120) days from the elections of the Executive officers and Sector Representatives.

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