ARTICLE I ORGANIZATION

1. The name of this Foundation shall be Filipino United Network or FUN, for short.

2. The organization shall have a seal/logo which shall show people, working hand-in-hand, building a home, a city, a nation.

3. Its theme shall be “Helping the Needy with Love and Compassion is FUN.”

ARTICLE II OBJECTIVES, MISSION, VISION

(1) OBJECTIVES

This not-for-profit Foundation is organized for charitable, civic, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or of any future successor provisions of the Internal Revenue Service Code.

(2) MISSION

To foster a cohesive collaboration among all organizations for the purpose of harnessing our collective abilities, resources and power to help the poor and needy around the world.

(3) VISION

To serve as an international agent and facilitator of progress and development in the reconstruction of a city or a country by providing the neglected and disadvantaged housing, health care, children and adult education, and socio-cultural training for our underprivileged fellowmen, and bring them to the main stream of society as responsible, law-abiding, and productive citizens of their community.

ARTICLE III MEMBERSHIP

Membership in this organization shall be open to all, regardless of creed, religion, gender, profession, or nationality. Individual or organizational/corporate membership shall require the approval of the Board of Directors of the Filipino United Network. Except for an initial voluntary donation of Twenty Five Dollars ($25) for individual applicant, One Hundred Dollars ($100) for organizational/corporate membership, no annual dues shall be levied, unless so decided in the future by a majority vote of the FUN Board Directors.

ARTICLE IV MEETINGS

The membership meeting of this organization shall be fixed on a date to be decided by the Board of Directors, during one of its meetings. Any number present at a duly-called for meeting shall constitute a quorum. Special meetings of this organization may be called by the Chairman, when he/she deems it in the best interest of the organization. Notices of such meeting shall be sent to all members at least ten (10) days before the scheduled date set for such special meeting.

ARTICLE V VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice, unless 2/3 majority of the Board demands it to be by a secret ballot. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate or identify the person who cast such ballot.

ARTICLE VI ORDER OF BUSINESS

1. Roll Call.
2. Reading and approval of the Minutes of the previous meeting.
3. Reports of Committees.
4. Reports of the Chairman and the Treasurer
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.

ARTICLE VII BOARD OF DIRECTORS

(1) MANAGEMENT - The business of this organization shall be managed by a Board of Directors consisting of between 14-20 directors, together with the officers of this organization, who shall have a term of two years, and may be re-elected without limit.

(2) QUORUM - At least 50% of the members of the Board of Directors shall constitute a quorum. The Board of Directors shall meet at least twice a year. Meetings may also be made by telephone conference when deemed necessary to conduct business.

(3) VOTE - Each director shall have one vote and such voting may not be done by proxy. All decisions made by the Board shall be final with a simple majority vote of the members present at a given meeting, except where otherwise specified in these By-Laws.

(4) EMAIL - Emailing shall be considered an official and binding method of communication/deliberation, including voting on certain issues, whenever deemed necessary by the Board.

(5) VACANCIES - Vacancies on the Board of Directors shall be filled by appointment of the Chairman, with the approval of the majority of the remaining members of the Board of Directors for the balance of the year.

(6) EXPULSION – An officer or director may be removed from office when the Board determines sufficient cause exists for removal from office. This shall require a 2/3 votes of the Board Directors.

ARTICLE VIII OFFICERS

(1) COMPOSITION - The officers of the organization shall be composed of A Chairman, a Vice-Chairman, a Secretary, a Treasurer, two Auditors, all elected from the members of the Board of Directors, and a Board of Advisers, whose membership is honorary. Liaison Officers may be appointed by the Chairman with a term of office co-terminus with the Chairman’s.

(2) DUTIES –

(a) CHAIRMAN - The Chairman shall preside at all meetings. He shall present at each meeting of the organization a report of the state of the organization and its ongoing activities or new developments. He shall appoint all committees members, temporary or permanent. He shall be one of the two officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed and conventionally as belonging to the chief executive officer of any organization.

(b) VICE CHAIRMAN - The Vice Chairman shall, in the absence or inability of the Chairman to exercise his office become acting chairman of the organization with all the rights, privileges and powers as if he had been the duly elected chairman.

(c) SECRETARY - The Secretary shall draft and keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any statute, federal or state. He/she shall be the official custodian of the records and seal of this organization, and it is his/her responsibility to see that all books, reports and certificates required by law are properly kept or filed safely. He/she shall give and serve all notices to members of this organization and shall present to the Board or to the membership at said meetings any communications addressed to the Chairman, to him/her as Secretary of the organization, or to the association in general. He/she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary. He/she shall surrender to the Board of Directors, within seven (7) days, all document and files, and other items or properties belonging to the organization upon expiration of his/her term, or upon resignation or removal from office, or upon demand by the Board.

(d) TREASURER - The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He/she shall cause to be deposited in a regular business or savings bank or trust company any monies donated, or payable the Filipino United Network or any check or funds that belongs to the Filipino United Network. The Board of Directors may decide and cause such funds, or a fraction thereof, to be invested by its duly designated investment officer in such investments as shall be legal for a non-profit corporation in this state. He/she must be one of the officers who shall sign checks or drafts of the organization. He/she shall render at stated periods, as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He/she shall exercise all duties incident to the office of Treasurer.

(e) SALARY, REIMBURSEMENT - All officers shall, by virtue of their office, be members of the Board of Directors. No officer shall, for reason of his office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties performed other than as a director or officer. All legitimate and receipted expenses paid in advance by any officer or director, on behalf of the association, shall be reimbursed to the officer or director concerned within a reasonable period.

ARTICLE IX EMPLOYEES

The Board of Directors shall hire and fix the compensation of any and
all employees which they may determine to be necessary for the conduct of the business of the organization.

ARTICLE X COMMITTEES

(1) Executive Committee - is composed of the chairman, vice-chairman, secretary, treasurer, and the two auditors, who will be convened by the Chairman for an emergency or expedient matters, and have the power of the full Board, where calling for a full Board meeting would take time and the delay be adverse to the association.

(2) Standing and Special Committees - The term of office of all committee chairmen/members shall be for a period of two years, co-terminus, with the Chairman’s term, unless terminated sooner by resignation, death, or for due cause.

(3) The permanent committees shall be: Executive, Membership, By-Laws, Financial, Fund Raising, Program and Planning, Special Events, Networking, Free Clinic, Children’s Development Program, and Liaison to various national organizations and projects.

ARTICLE XI AMENDMENTS

The proposed amendment(s) to the By-Laws shall be disseminated to all the members of the Board of Directors at least 30 days before a scheduled meeting, and may be deliberated upon and adopted at that meeting. An affirmative vote of 2/3 of the entire Board of Directors is required for the final repeal and adoption of the proposed amendments.

ARTICLE XII DISSOLUTION

In the event that Filipino United Network shall cease to exist, for any reason, the officers and Board of Directors shall dispose of all the assets of this Foundation that may remain at the time, after paying all its debts and liabilities. Properties, including real estate, stocks, bonds, mutual funds, certificates of deposits, annuities, if any, shall be liquidated and the proceeds therefrom shall be added to the remaining cash in the Treasury, and all these in their entirety shall all be donated to Gawad Kalinga, Gawad Kalusugan, and to other charitable organizations, as the Board of Directors may so decide, in consonance with Foundation’s tax-exempt 501(c)(3) status per Internal Revenue Service Code at the time of dissolution.

Original Proposed By-Laws Drafted on October 8, 2007,
Ratified on November 8, 2007:

Philip S. Chua, MM, FACS, FPCS
Chairman, FUN

Reynaldo Lee-Llacer, MD, FACS
Chairman, by-Laws Committee

Daniel Santos, MD
Co-Chairman, by-Laws