AMENDED By Laws of Amnesty International Philippines (AIPh), Inc.
(As amended on 20 October 2018)
We, the members of Amnesty International Philippines, envision a world in which every person enjoys all of the human rights enshrined in the Universal Declaration of Human Rights and other international human rights instruments.
In pursuit of this vision, Amnesty International’s mission is to undertake research and action focused on preventing and ending grave abuses of these rights.
Amnesty International forms a global community of human rights defenders with the principles of international solidarity, effective action for the individual victim, global coverage, the universality and indivisibility of human rights, impartiality and independence, and democracy and mutual respect.
NAME, DOMICILE AND FISCAL YEAR
Section 1.1. Name. The name of the Corporation shall be “Amnesty International Philippines (AIPh), Inc.” hereinafter in this By-Laws referred to as “AI Philippines” or “AIPh” or “the Corporation”.
Section 1.2. Domicile. Principal Office. The principal office of the Corporation shall be located at 6C Perseveranda Townhomes II, Maningning Street, Brgy. Sikatuna Village, Quezon City 1101, Metropolitan Manila, Republic of the Philippines.
Other Offices. The Corporation may also have a branch office/s in any city, province or municipality of the Philippines, as the Board of Trustees may determine or as the operations of the Corporation may require.
Section 1.3 Fiscal Year. The fiscal year of AI Philippines shall commence on the 1st day of January of each calendar year and shall close on the 31st day of December of the same year.
DECLARATION OF PRINCIPLES AND PURPOSE
Section 2.1 Principles.
2.1.1. Amnesty International Philippines subscribes to the international laws and instruments such as but not limited to the Universal Declaration of Human Rights, International Covenant on Civil and Political Rights, and International Covenant on Economic, Social and Cultural Rights;
2.1.2. Amnesty International Philippines recognizes democratic constitutional framework and observes democratic processes as the best means in order to promote justice, order, and peace;
2.1.3. Amnesty International Philippines upholds and promotes principles of human rights within and outside the organization;
2.1.4. Amnesty International Philippines rests on and remains as a voluntary membership-based organization;
2.1.5. Amnesty International Philippines upholds and promotes highest standards of public ethics.
Section 2.2. Purpose. The purpose of the Corporation is to support the work of Amnesty International as set out in its International Statute, as amended from time to time and attached to this By Laws.
Section 2.3. Strategies. The Corporation shall employ methods that adhere to the Statute of Amnesty International and consistent with the existing laws in the Philippines.
In particular, AI Philippines shall:
2.3.1. Primarily, address governments, intergovernmental organizations, and secondarily, armed political groups, companies and other non-state actors to respect, protect and fulfil all human rights;
2.3.2. Seek to disclose human rights abuses accurately, quickly and persistently. These findings will be publicized, and AI Philippines members, supporters and staff mobilize public pressure on governments and others to stop the abuses;
2.3.3. Urge all governments to observe the rule of law and to ratify and implement human rights instruments, in addition to its work on specific abuses of human rights;
2.3.4. Urge corporations and other non-state actors to adopt policies adhering to human rights standards;
2.3.5. Carry out a wide range of human rights educational activities; and
2.3.6. Encourage intergovernmental organizations, individuals and all organs of society to support and respect human rights.
DEFINITION OF TERMS
- Assembly of Youth Leaders (AYL) – is the meeting of youth members of AI Philippines held every last quarter of the year before the MeGA year to guide the formative and developmental needs of AIPh youth activists as human rights defenders and as productive members of society.
- Board of Trustees (BoT) – is the policy-making body of the Corporation in between the MeGA. It is composed of seven (7) elected members from whom the Chairperson, Vice Chairperson, Secretary, Treasurer, and Members-at-Large are selected. The youth board member is also included.
- Corporation – the Corporation referred to herein is the Amnesty International Philippines or AI Philippines or AIPh.
- Donor-Members – are individual members who are not nominal members but whose membership is defined by the monetary donations and/or contributions they give the Corporation other than the membership fees.
- Formations – refer to local group and regional formations.
- Geographic Local Group – is a kind of local group formation that is bound by their geographic location.
- Individual Members – are regular members of AI Philippines, not affiliate members, who are either belonging to a local group formation or stand-alone members.
- Local Group Formation – is a formation composed of at least five (5) individual AIPh members who meet regularly to plan and carry out Amnesty activism and classified as geographic, sectoral or thematic groups.
- Members’ General Assembly (MeGA) – is the highest policy-making body of the Corporation and its decisions are obligatory for all members and staff of the Corporation.
- Members of affiliate groups – are members of groups that are neither political parties nor affiliated directly or indirectly with political groups which are admitted by the Board of Trustees through a special mechanism.
- Member-Activists – are individual members who are not nominal members whose membership is defined by the activism they contribute to the Corporation other than the membership fee.
- Nominal Members – are individual members who are neither donor-member nor member-activist but whose membership is defined only by the membership fee contributed to the Corporation.
- Regional Assembly (RA) – is the annual meeting of local groups and stand-alone individual members within the same regional formation with at least 50 members. Those with less than 50 members shall have joint RA with the nearest region.
- Regional Coordinators’ Meeting (RCM) – is the meeting held alternately with the MeGA attended only by regional coordinators or their duly authorized representative, National Secretariat, the Board of Trustees, representative from the youth core group, representative from the stand-alone individual members and the delegates of the immediately preceding Global Assembly, and others that may be deemed necessary by the National Secretariat.
- Regional Formations – are composed of two or more AIPh groups located in a political region in the Philippines. A regional formation may be divided in at least two (2) sub regions due to geographical distribution of its provinces.
- Sectoral Local Groups – are local group formations that are bound by their common sectoral description.
- Stand-Alone Individual Members – are regular members of the corporation who are not members of any local groups or members of affiliate groups.
- Standing Committees – are committees created, established and defined by these By-Laws consisting of the Finance Audit Committee, Nominations Committee, Election Committee, General Meetings Committee, By-Laws Committee, Grievance Committee and the National Strategic Plan Committee.
- Supporters – are individuals or organizations that are not members of AI Philippines but support the Corporation’s campaigns, projects, actions, activities through various means, except being a member of AIPh.
- Thematic Local Groups – are local group formations that are bound by a common theme that the members commit to pursue.
- Youth Core Group (YCG) – is the governing body of the youth members of the Corporation created to address the needs and ensure the formation, development, and empowerment of youth activists through the implementation of the Philippine Youth Strategy, the Youth Action Plan, and other related plans of action YCG.
Section 4.1. Eligibility. Any natural person, who agrees to abide by the Statute of Amnesty International and this By-Laws, in particular its purpose and methods, and pays the annual membership fee, shall be accepted and considered as a member of AI Philippines.
In exceptional circumstances through the initiative of the Section Director after a written request for inquiry is initiated by any member, the Board of Trustees having the ideals and purpose of AI Philippines in mind shall consider the eligibility of an applicant and may, by a vote of a majority of the Board of Trustees and solely on grounds of protection of Amnesty International’s credibility and reputation may decline to accept a person as a member.
Section 4.2. Formation. Members may organize themselves in groups or any such appropriate formation subject to guidelines set forth by the Board of Trustees if it advances the purpose of the Corporation, provided not contrary to law. Formation refers to local group formation and regional formation.
Local groups are composed of at least five (5) individual AIPh members who meet regularly to plan and carry out Amnesty activism. Local groups are classified as geographic, sectoral or thematic.
Regional formation is composed of two or more AIPh groups located in a political region in the Philippines. A regional formation may be divided in at least two (2) sub regions due to geographical distribution of its provinces
There can be more than one regional formation within one political region in the Philippine due to geographical distribution of its provinces, distance and cost of travel among the others. Regulation relative to the creation of regional formations shall be incorporated in the implementing rules and regulations of this By-Laws to ensure limits to the irresponsible proliferation of regional formations.
Section 4.3. Members. The membership in AI Philippines is classified into two categories: individual members and members of affiliate groups.
4.3.1. The individual members are those members of the organization classified according to formation and according to participation. Individual members according to formation are those either members in group or stand-alone individual members. Individual members according to participation are categorized as nominal member, donor-member and member-activist.
4.3.2. Members of affiliate groups are members of groups that are neither political parties nor affiliated directly or indirectly with political groups which are admitted by the Board of Trustees through a special mechanism.
Section 4. Admission requirements. Any person may apply for membership by undergoing an application process in accordance with the implementing rules of this By-Laws. All information relative to the application for membership shall be treated with confidentiality, unless otherwise provided by law.
Section 4.5. Members in Good Standing. All members of the Corporation who (i) are current in the payment of annual dues, and (ii) are not the subject of any disciplinary action by the Corporation shall be deemed members in good standing.
Section 4.6. The rights of the individual members. All members of the Corporation shall enjoy the same rights and privileges except that only members in good standing shall have the right to:
4.6.1. Vote on all matters in the formations;
4.6.2. Be represented on all matters during the General Meetings relating to the affairs of the Corporation;
4.6.3. Be eligible for election and appointment to any position in the Corporation, provided that he/she must have
been a member in good standing for at least one (1) year;
4.6.4. Avail of the facilities of the Corporation; and
4.6.5. Be informed of the status and developments of the Corporation;
4.6.6. Access and examine all the records or books of the Corporation during business hours. Provided, that records
which are highly classified and confidential, as the Board may determine, shall only be released upon a written request to the Board specifically stating the intended purpose and use thereof, or upon the order of proper authority, subject
to such disclosures required under the laws of the Philippines;
4.6.7. Seek redress for grievances pertinent to the implementation of the Corporations’ rules and regulations.
Section 4.7. Duties and Responsibilities of Individual Members
Members shall have the following duties and responsibilities:
4.7.1. To participate in any campaigns, projects, actions and mobilizations and other activities of the Corporation;
4.7.2. To obey and comply with the By Laws, rules and regulations that may be promulgated by the Corporation from time to time;
4.7.3. To abide by the decisions adopted by the Board of Trustees and MeGA of AI Philippines;
4.7.4. To attend regular and special meetings;
4.7.5. To initiate, organize, support and participate in the activities of the Corporation;
4.7.6. To refrain from doing unauthorized acts and/or misrepresenting the Corporation; and
4.7.7. To pay membership dues.
Section 4.8. Cessation of Membership.
Membership in AI Philippines can be lost or discontinued by: a) non-renewal of membership prior the expiration of membership; b) withdrawal or voluntary resignation from AI Philippines, requiring prior notice to the Board of Trustees; c) suspension; and d) expulsion.
Suspension and expulsion shall be done with due process in accordance with this By-Laws and it’s implementing rules. The Board of Trustees, upon a majority vote of all its members, shall suspend or expel a member from the Corporation.
4.8.1. Suspension is the temporary cessation of membership and can only be imposed by the Board of Trustees when the member is not a member –in-good-standing.
4.8.2. Expulsion can only be imposed by the Board of Trustees when such member:
22.214.171.124. Acts against the purpose and methods of AI Philippines;
126.96.36.199. Does not comply with this By-Laws or the decisions adopted by the governance bodies of AI Philippines;
188.8.131.52. Assumes representation of the Corporation without express authorization to do so;
184.108.40.206. Damages the credibility and/or the reputation of the Corporation or Amnesty International;
220.127.116.11. Or commits any other acts that is prejudicial to the interest of AIPh.
Section 4.9. Initiating a petition for suspension or expulsion.
Any member in good standing may initiate a petition for suspension or expulsion against any other member in writing before the Grievance Committee. Should the member filing the petition or the one being complained of be a member of the Board of Trustees, that person must inhibit from the deliberations when the case reaches the appeal stage.
Section 4.10 Right to Appeal.
Any written appeal related to membership shall be made before the Board of Trustees. Under extraordinary circumstances and while the decision of the Board of Trustees shall be immediately executory, the member suspended, excluded or terminated from the membership of the Corporation, shall have the right to make a final appeal to the next MeGA in writing and at least thirty (30) days prior to the MeGA. The procedures for the right of to appeal shall be provided for in the implementing rules of this By-Laws. The decision of the MeGA is final.
Section 4.11. Re-acquiring membership.
An expelled member may re-acquire membership upon the approval of the majority of the Board of Trustees. Request to re-acquire membership must be done in writing to the Board of Trustees.
Section 4.12. Limitation among Staff Members.
Staff members of AI Philippines who are also members of the Corporation shall waive their right to vote in any decision-making of the Corporation during general meetings except when the matter to be decided upon is (i) the amendment of the Articles of Incorporation, (ii) adoption and amendment of By-Laws and (iii) dissolution of the Corporation.
Section 5.1. The corporation shall have the following meetings: a) Members’ General Assembly; b) Special General Meeting; c) Regional Coordinators’ Meeting; d) Regional Assembly; and e) Assembly of Youth Leaders.
Section 5.2. Members’ General Assembly (MeGA). The General Assembly a Members’ General Assembly Meeting shall be the highest policy-making body of the Corporation. Its decisions are obligatory for all members and staff of the Corporation.
Section 5.3. Purpose. The Members’ General Assembly shall:
5.3.1. Receive, review, consider, and/or accept the Board of Trustees’ report; the Treasurer’s report; Director’s report; Youth report and others deemed necessary;
5.3.2. Elect the members of the Board of Trustees for the year if an election is in order;
5.3.3. Consider any appeal on the Board of Trustees’ decision to suspend, expel or exclude a member of
the Corporation as per Section 4.10 of this By-Laws;
5.3.4 Decide upon proposed resolution submitted in accordance with the implementing rules of this
5.3.5 Transact any other business of the Corporation during such MeGA.
Section 5.4. Voting. Each MeGA delegate shall have one (1) vote at general meetings. The youth delegates and the representatives of stand-alone individual members shall also have one vote respectively.
Section 5.5. Nature, Composition and Quorum. The MeGA shall be composed of official delegates made up of one (1) regional officer and one (1) regional delegate per regional formation chosen at the regional assembly; two (2) youth delegates selected through the assembly of youth leaders; and two (2) delegates from the individual stand-alone members selected through a method agreed among themselves as facilitated by the Board of Trustees. All official delegates must be members who are in good standing for at least six (6) months. Sex, gender and diversity should be taken into account in selecting the delegation.
The members of the Board of Trustees shall also be present and participate in the MeGA but shall have no voting powers during the MeGA deliberations.
Provided, however, that the MeGA shall be open to any member of AIPh who, while not being official delegates, but are interested to attend. Such delegates may attend and speak but shall not have separate voting rights at any general meeting of the Corporation.
For purposes of conducting official business, the quorum shall be simple majority of the required delegation. Simple majority means more than 50% of the official delegates attending the MeGA.
Section 5.6. Notice of Meeting. The Board of Trustees, at least ninety (90) days prior to the MeGA shall release a notice in writing and any other means of communications of the Members’ General Assembly, specifying the agenda, place, day and time of meeting.
Section 5.7. Schedule. The MeGA shall be held every other calendar year, during the third Saturday of October.
Section 5.8. Moderators. The Board of Trustees, with concurrence of the MeGA, shall elect appoint a moderator and an alternate moderator from any of the members in good standing who is not part of the official delegates to moderate at the next MeGA. Nominations shall be made during the Regional Assemblies prior to the MeGA.
In the absence of the moderator and the alternate moderator, the Chairperson of the Board, or any member appointed by the Board, shall open the proceedings of the Members’ General Assembly which as first point of decision shall appoint the moderator and alternate moderator.
Section 5.9. Resolutions. Proposed resolutions prior to the MeGA, may be submitted to the MeGA Committee by the Board of Trustees or any member in good standing and seconded by another member in good standing.
Section 5.10. Decision-making. A simple majority of the official delegates present and voting shall pass resolutions and in the event of a tie in the votes recorded, the moderator, shall have a casting vote as well as his or her deliberative vote. Simple majority means more than 50% of the official delegates present at the MeGA.
Section 5.11. Special General Meetings (SGM). The Board in its own or upon the petition of any member may request to convene a SGM. An SGM may be convened on the following grounds: Board resignation en masse, suspension of the section status, dissolution of the Corporation and other urgent matters analogous to the foregoing circumstances.
If the Board approves the request, the SGM shall be convened as soon as practicable. In case the Board did not act on the request, at one-third (1/3) of the total regional formations may overturn the decision of the Board through an override/ veto petition.
Should the ground be Board resignation en masse, the SGM shall be convened by the Section Director as soon as practicable.
The composition of the SGM shall be the same as that of MeGA.
Section 5.12. Notice of SGM. Notice of SGM shall not be less than thirty (30) days from the receipt of the petition calling for the SGM or from the approval of Board of Trustees, in writing and other means of communication shall be sent to all members.
Section 5.13. Agenda of SGM. The SGM agenda shall comprise only of those matters and motions contained in the Board of Trustees call or on the members’ request for a SGM.
Section 5.14. A Regional Coordinators’ Meeting (RCM) shall be held alternately with the Members’ General Assembly (MeGA). The RCM shall only be attended by regional coordinators or their duly authorized representative, National Secretariat, the Board of Trustees, representative from the youth core group, representative from the stand-alone individual members and the delegates of the immediately preceding Global Assembly, and others that may be deemed necessary by the National Secretariat. The RCM shall provide an avenue for the following operational matters:
5.14.1. Planning of activities;
5.14.2. Monitoring and evaluation of activism work by local groups;
5.14.3. Discussion of pertinent local and regional human rights issues;
5.14.4. Capacity development enhancement sessions and;
5.15.5. Relevant matters as deemed necessary.
Section 5.15. Regional Assembly. A regional assembly (RA) is the annual meeting of local groups and members within the same regional formation with at least 50 registered members. Those with less than 50 registered members shall have joint RA with the nearest region.
The Regional Assembly:
Shall discuss and endorse policy positions relative to the resolutions that will be decided upon by the MeGA;
5.15.1. Shall choose or elect regional representatives to the MeGA;
5.15.2. Shall ensure participation of members form the different local groups on the discussion pertinent to regional plans, and policy positions;
15.5.3. Shall report or present to the members of the different local groups the accomplishments, assessment, and plans of the region and/or the local groups; and
5.15.4. May elect regional officers;
5.15.5. May nominate moderators and alternate moderators to be elected by the MeGA;
5.15.6. May discuss other matters relevant to the region and the local groups;
Section 5.16. Regional Officers. Regional officers are members in good standing selected by the regional assembly. The term of office is two (2) years and will assume office one (1) month after election. The newly elected regional officers will undergo induction, orientation and acceptance of turnover of responsibilities from the outgoing officers. The outgoing officers will hold over for one (1) month as part of the transition period.
Whoever is officially elected for a regional officer position must step down from any elected or appointed officer role in their local group or the Corporation. No regional officer shall serve for more than two (2) consecutive terms.
Regional officers are accountable to the regional assembly and Section Director, they shall also work closely with the local group coordinators and the Youth Core Group.
5.16.1 The composition of the regional officers may vary depending on the need of the region as determined by their regional assembly. The composition however must only be within the manageable and strategic purposes of the organization. The minimum recommended positions are –
18.104.22.168. Regional Coordinator
- Contributes to national planning, implementation, assessment and consultations by leading the regional planning and synchronizing the plans of local groups;
- Facilitates regional planning and evaluation with local group coordinators;
- Monitors and assess the implementation of the regional plan including financial accountability;
- Monitors recruitment and retention of members in local groups;
- Ensures that local groups are supported in their membership growth work;
- Provide feedback on local groups’ implementation of plans to the national secretariat;
- Convenes the regional assembly in coordination with national secretariat, board and MeGA Committee.
22.214.171.124. Deputy Regional Coordinator for Human Rights Work
- Coordinates human rights campaigns of the local groups and individuals in the region;
- Coordinates human rights education (HRE), Media and Publication of the local groups and individuals in the region;
- Other functions as delegated by the Regional Coordinator.
126.96.36.199 Deputy Regional Coordinator for Organizational Development
- Coordinates the growth in membership, resources, diversity and activism initiatives of the local groups and individuals in the region;
- Other functions as delegated by the Regional Coordinator.
5.16.2. Removal of Regional Officers. The grounds for removal shall include non-renewal of membership, non-performance of duties, gross violation of this By-Laws and other policies of the corporation, acts prejudicial to the name and reputation of the corporation, any of the grounds for expulsion of members or any other acts analogous to the foregoing. A regional officer may also be removed when the requirements for a regional formation is not met by the region.
A regional officer may be replaced, should there be vacancies, or be removed in the regional assembly or through a referendum in between regional assemblies. The Section Director may also petition for the replacement and/or removal of a regional officer through any of the local group officers within the region concerned.
5.16.3 Right to Appeal. The regional officer may submit a written appeal to the Board of Trustees. Under extraordinary circumstances and while the decision of the Board of Trustees shall be immediately executory, the regional officer suspended, excluded or terminated from the position shall have the right to make a final appeal to the next Regional Assembly in writing and at least thirty (30) days prior to the RA. The procedures for the right to appeal shall be provided for in the implementing rules of this By-Laws. The decision of the RA is final.
Section 5.17. Assembly of Youth Leaders (AYL). The AYL shall be held every last quarter of the year before the MeGA year to guide the formative and developmental needs of AIPh youth activists as human rights defenders, and as productive members of society. The delegates of the AYL will be two (2) youth members per region with AIPh membership. Functions of the Assembly of AYL:
5.17.1. Elect their youth two (2) representatives to the MeGA;
5.17.2. Propose policy resolutions for consideration in the MeGA;
5.17.3. Elect the officers of the Youth Core Group;
5.17.4. Plan, monitor and evaluate youth strategies, programs, activities and projects;
5.17.5. Prepare report to be presented to the MeGA;
5.17.6. Nominate the youth representative to Amnesty International’s Asia Pacific Regional Forum and Global Assembly subject to the approval of the board;
5.17.7. And other functions deemed necessary.
BOARD OF TRUSTEES
Section 6.1 General Powers. The Board of Trustees shall be the policy-making body of the Corporation in between the MeGA, provided, that determinative policies adopted by the Board of Trustees shall be subject to the approval of the MeGA.
The powers, business and property of the Corporation shall be exercised, conducted and controlled by the Board of Trustees, unless otherwise provided by law.
Section 6.2. Specific Powers.
In relation to the international movement –
- In consultation with the general assembly and membership, set priorities and strategies consistent with the overall long-term direction and strategy set by Amnesty International’s Strategic Goals, Global Priorities, Regional Strategies and Country Priorities;
- Working with the Director, manage and monitor legal, financial, security, and reputational risk. The International Secretariat is informed of any significant risks when they arise;
- Approve reserves target levels by reference to analysis of risk and the Global Reserve Guidelines and monitor actual reserves against those targets;
- Accept the principle of mutual accountability to the movement by ensuring compliance with commitments and obligations to the rest of Amnesty International, including the Amnesty International Statute, Core Standards, Global Assembly decisions, the Amnesty International trademark license agreement and Amnesty International reporting requirements, as well as full and timely payment of assessment contributions if applicable;
Subject to this By-Laws, the Board of Trustees shall have, but not limited to the following powers, duties and responsibilities:
6.2.5. Ensure faithful compliance of the application of this By-Laws;
6.2.6. Monitor implementation of strategy and high-level performance against plans;
6.2.7. Monitor the overall financial position, ensuring necessary financial controls are in place. The Board undertakes an annual review of financial controls and approval of finance policies, approves the annual budget, approves and signs the annual statutory accounts, reviews and acts on the annual auditor’s management letter;
6.2.8. Lead the section in meeting the gender and other diversity goals of the movement;
6.2.9. Submit to the MeGA reports and others as per Section 6.2.5 of this By-Laws;
6.2.10. Supervise and ensure the Corporation’s compliance with the law and regulations of the country;
6.2.11. Regulate its own procedures and those of its committees, sub-committees and working groups that may be formed to advance the purpose of the Corporation;
6.2.12. Recruit and remove, set the remuneration of and manage the Section Director including setting a performance framework of time-related goals on an annual basis and ensuring the Section Director meets the management obligations in these Core Standards. The Board conducts an annual appraisal of the Section Director’s performance. The board may delegate these roles to a sub-committee. The decision as to who to appoint as the Director ultimately rests with AIPh’s board;
6.2.13. Appoint the External Auditor;
6.2.14. Call for the MeGA and if needed SGM;
6.2.15. Submit a proposal for an annual membership fee to the MeGA;
6.2.16. Formulate policy guidelines consistent with this By-Laws for the conduct of the affairs of the Corporation;
6.2.17. Review the overall position of AI Philippines and interpret its policy as decided by its MeGA and arrange for the implementation of such;
6.2.18. Exercising appellate jurisdiction over decisions and actions of the different committees;
6.2.19. Appoint, with the concurrence of the MeGA, a moderator and an alternate moderator for the next MeGA; and
6.2.20. In general, to take all measures and precautions to protect the credibility and reputation of the Corporation and that of Amnesty International.
Section 6.3. Composition. There shall be seven (7) elected members of the Board of Trustees including the mandatory youth member of the Board. The Section Director shall be an ex-officio member of the Board of Trustees without voting rights.
Section 6.4. Qualifications. Each elected Trustee must be of legal age, a member in-good standing and an AIPh activist for at least one (1) year prior to election, established and credible track record in human rights work and basic skills in organizational development. The mandatory Youth Board member should be 18 – 24 years old at the time of election.
Section 6.5. Term of Office. Each Trustee, including the youth member, shall have a term of two (2) years and shall serve as such in no more than two (2) consecutive terms. The BoT chairperson of the current board shall be an ex-officio member without voting rights in the new board as an immediate past chairperson except when the Chairperson is still qualified to run and gets elected to the new Board. Except further when the past Chairperson is not available, not willing or does not have the confidence of the incoming board, the outgoing board will appoint any of the former trustee to the position.
Section 6.6. Vacancies. Any vacancy in the Board of Trustees may be caused by death, resignation, disqualification, removal or expiration of term. Any vacancy shall be filled pursuant to Section 28 of the Revised Corporation Code.
Section 6.7. Election of Trustees. The Board of Trustees shall be elected by the MeGA official delegates following the principle of one official MeGA delegate, one vote for all decision-making including election of trustees inclusive of the Treasurer and Youth Board Member.
Section 6.8. Quorum and Manner of Acting. Unless otherwise provided by law, by the Articles of Incorporation or by this By Laws, a majority of the Board of Trustees specified in the Articles of Incorporation shall constitute a quorum for purposes of approving business transactions. An act of a majority of the Board of Trustees present at any meeting where there is a quorum shall be a valid corporate act.
Section 6.9. Place of Meetings. The Board of Trustees may hold its meetings at the principal office of the Corporation or at such other places within or outside the Philippines as the Board of Trustees may determine.
Section 6.10. Organizational Meeting. The Board of Trustees shall meet for the purpose of organization and the transaction of other business as soon as practicable after each annual election. Such meeting may be held at a time or place specified in a notice for special meetings of the Board of Trustees or in a waiver of notice signed by all the Trustees.
Section 6.11. Regular Meetings. The Board of Trustees shall hold regular meetings on a date, time and place fixed by them. Notice of such meeting may be transmitted by personal delivery, mail, facsimile or by email. Provided, that the Board shall meet at least four times a year. It may admit to its meetings as non-voting observers as many members as are compatible with the proper conduct of the meeting; it may also invite non-members to provide expert advice when necessary. Provided further, that the Board shall have the right to conduct an executive session exclusive to its members, whenever its meeting involves a highly classified and confidential matter.
Section 6.12. Special Meetings. The Board of Trustees shall hold special meetings called by the Chairperson or by the Secretary at the request of at least two (2) Trustees. Notice of such meeting shall be mailed, faxed or emailed to each trustee, addressed to him/her at his/her residence or usual place of business, at least five (5) days before the day of the meeting. The notice, which shall state the time and place and the purpose of the meeting, may also be delivered to him/her personally at least two (2) days before the day of the meeting. A meeting of the Board shall be valid, even in the absence of a written notice sent to anyone of them, as long as all the Trustees are present during the meeting.
Board meetings can be attended by phone, internet-based call or video conference.
Section 6.13. National Executive Committee (NEC). The National Executive Committee shall be composed of the (1) Chairperson; (2) Treasurer; (3) Secretary; and (4) the Section Director as ex-officio member, and shall meet whenever necessary and undertake the following:
6.13.1. To maintain oversight of the organizational and financial health of AIPh and propose matters which should be included in the agenda for the next regular BoT;
6.13.2. To decide on urgent and pressing matters that may seriously affect the reputation, security and/or survival of the AIPh, which shall be submitted for BoT review and affirm or reject for the next regular board meeting; and
6.13.3. Undertake such responsibilities as the Board may from time to time assign to the NEC.
Section 6.14. Resignation. A trustee may resign at any time by notifying the Chairperson or the Secretary of the Corporation in writing and transmitted by personal delivery, mail, facsimile or email. His/her resignation shall take effect at the time specified in his/her letter. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 6.15. Removal of Trustees. The grounds for removal from the position or as a member of the board shall include non-performance by a member, gross violation of this By-Laws and other policies of the corporation, acts prejudicial to the name and reputation of the corporation, any of the grounds for expulsion of members or any other acts analogous to the foregoing.
6.15.1. Removal from Position. Removal from position as Chairperson, Vice Chairperson or Secretary may be done by the board on its own by a vote of two-thirds (2/3) of the members of the Board.
6.15.2 Removal from the Board of Trustees. The MeGA elects the Board of Trustees including the Treasurer and Youth Board Member and has the sole power to remove them from position.
However in between MeGA, removal of any board member including the Treasurer and Youth Board Member shall be done through a committee created by the Board which will conduct a special investigation within 30 days upon receipt of a written petition from a member in good standing to remove any board member. The committee will submit and present its findings to the Special General Meeting (SGM) for decision. The SGM through a simple majority may remove any board member. The decision of the SGM is final and executory.
Section 6.16. Prohibition. No trustee shall apply for a position as a staff member of AI Philippines until a period of two (2) years has elapsed since such person ceased to be a trustee.
Section 7.1. Positions. The officers of the Corporation shall be composed of a Chairperson, Vice-Chairperson, a Secretary and a Treasurer, Members-at-Large and Youth Board Member.
Section 7.2. Election, Term of Office and Qualifications. The elected Board of Trustees through a collegial election shall select the Chairperson, Vice-Chairperson, and Secretary. The Treasurer shall be elected separately from the other officers of the Board of Trustees by the members of the corporation.
Section 7.3. Resignations. Any officer may resign at any time by notifying the Board of Trustees or the Chairperson in writing. The resignation shall take effect on the date of receipt of such notice or at any time specified therein. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Absence without official leave for at least six months shall be construed as voluntary resignation. Resignation by virtue of this ground shall take effect upon receipt of notice from the Board or at any time specified therein.
FUNCTION AND POWERS OF OFFICERS
Section 8.1. Chairperson. The Chairperson shall:
8.1.1. If present, preside at all meetings of the members and of the Board of Trustees provided that MeGA shall be presided by the MeGA moderators as stated in Section 6.2.19;
8.1.2. Sign with the Secretary any or all certificates of membership of the Corporation;
8.1.3. Provide the members and the Board of Trustees such reports, memoranda, accounts and data that may be required from the Chairperson;
8.1.4. Oversee the financial expenditures;
8.1.5 In general, perform all duties incidental to the office of the Chairperson and such other duties assigned to the Chairperson by the Board of Trustees or as prescribed by this By-Laws.
Section 8.2. Vice Chairperson. The Vice Chairperson shall:
8.2.1. At the request of the Chairperson or in his/her absence, the Vice Chairperson shall perform all the duties of the Chairperson and, in an acting capacity, shall have all the powers of and be subject to all the restrictions upon the Board of Trustees;
8.2.2. Be appointed by the Board to any of the committees of the organization;
8.2.3. Perform such other duties as may, from time to time, be assigned to him/her by the Board of Trustees or the Chairperson; and,
8.2.4. Sign with the Secretary, at option, any or all certificates of membership of the Corporation.
Section 8.3. Secretary. The Secretary shall:
8.3.1. Keep or cause the keeping in books provided for the purpose of the meetings of the members and of the Board of Trustees;
8.3.2. Give or cause the giving of notices of all meetings of members and Trustees, whenever required, and all other notices required by law or by this By-Laws. In his/her absence or refusal or neglect to do so, any such notice may be given by any person directed by the Chairperson, by the Trustees, or by the majority of the members who requested the meeting;
8.3.3. Unless otherwise determined by the Board of Trustees, be the custodian of the records;
8.3.4. Verify the records, keep a register of the addresses of each member, and make all proper changes in such register, retaining and filing his/her authority for all such entries;
8.3.5. May sign with the Chairperson any or all certificates of membership of the Corporation, and unless otherwise determined by the Board of Trustees, will take charge of the original membership books.
Section 8.4. Treasurer. The Treasurer shall:
8.4.1. Review financial reports and performance of AIPh at least every two months;
8.4.2. Monitor budget expenditure and accounting;
8.4.3. Provide financial advice to the board in its approval of the budget;
8.4.4. Ensure plans are in place for financial stability including but not limited to financial control systems and procedures to monitor and adjust the budget as necessary;
8.4.5 Prepare financial reports with the Section Director; and
8.4.6 Present financial report to the MeGA.
Section 8.5. Members-at-Large. The Members-at-Large’s shall:
8.5.1. Participate in the deliberations, discussions and decisions in the board meetings;
8.5.2. Lead, coordinate and facilitate the functions of specific committees;
8.5.3. Perform other tasks as mandated by the board.
Section 8.6. Youth Board Member. The Youth Board Member shall:
8.6.1. Participate in the deliberations, discussions and decisions in the board meeting;
8.6.2. Act as chairperson of the Youth Core Group;
8.6.3. Provide reports/updates relative to the Annual Youth Assembly and other youth-related activities;
8.6.4. Initiate/facilitate the planning, monitoring, evaluation and learning of youth strategies/programs and activities;
8.6.5. Perform other functions as deemed necessary by the board.
Section 9.1. Finance Audit Committee (FAC). The Finance Audit Committee shall be elected by the members of the corporation and shall be composed of three (3) regular members of good standing with a term of two (2) Years. The Finance Audit Committee shall be the internal auditor of the Corporation, shall review financial policies and procedures and recommend the adoption of related policies. It shall also make a periodic examination of books of accounts and shall render a quarterly report to the Board of Trustees and to the MeGA whenever convened.
Section 9.2. Nominations Committee (NomCom). The Nominations Committee seeks out appropriately qualified candidates to the Board of Trustees, the Finance Audit Committee, and other elected or appointed (non-remunerated) positions, including candidates/nominees for standing and/or special committees.
Term and Composition
9.2.1. The NomCom shall be composed of three (3) members elected by the Members’ General Assembly (MeGA).
The term of office shall be for a period of two (2) years and shall begin and end at the close of the MeGA;
9.2.2. Quorum for the NomCom is two (2) members;
9.2.3. The NomCom shall choose a Chair from amongst its members;
9.2.4. No member can serve for more than two (2) consecutive terms;
9.2.5. The remaining NomCom members, provided there is a quorum, may co-opt another member to fill any vacancies occurring between MeGAs to serve the unexpired term. Should majority of the position is vacant, the board shall appoint any member in good standing to fill in the vacancies to the serve the unexpired term of the vacant positions;
9.2.6. During their membership as NomCom and for one year after ceasing to be a member, members of the NomCom cannot be elected, appointed or co-opted to any leadership position within any body established by the AIPh Statute or by the Standing Orders of the MeGA, or in relation to entities which the NomCom has any role or responsibility towards.
Section 9.3. Election Committee (ELECOM). The Election Committee shall administer and regulate the conduct of elections among the members of the organization during Members General Assembly and Special General Meeting.
Term and Composition
9.3.1 Members of the ELECOM should at least be a member of good standing for at least 6 months;
9.3.2 The members should also have no conflict of interest while in the position as provided by the AI Conflict of Interest Policy;
9.3.3 The ELECOM shall be composed of three (3) members;
9.3.4 The remaining ELECOM members, provided there is a quorum, may co-opt another member to fill any vacancies occurring between MeGAs to serve the unexpired term. Should majority of the position be vacant, the board shall appoint any member in good standing to fill in the vacancies to the serve the unexpired term of the vacant positions;
9.3.5 The composition of the ELECOM shall have at least one (1) member from the past ELECOMs;
9.3.6 The ELECOM shall select the Chairperson among themselves during their first meeting;
9.3.7 An ELECOM member cannot hold the position of Chairperson in consecutive years;
9.3.8 A member cannot be appointed as ELECOM for more than three consecutive years;
9.3.9 Orientation and turnover by previous ELECOM shall be part of the induction process of the new ELECOM.
Section 9.4. General Meeting Committee (GMC). The General Meeting Committee shall ensure that the conduct of general meetings and related gathering is in accordance with the AIPh By-Laws.
Term and Composition
9.4.1. The GMC shall be composed of eight (8) members namely the Chairperson of the BoT, one (1) BoT Member-at-Large to be appointed by the BoT, MeGA Moderator and the Alternate Moderator, Section Director, Organizational Development Officer, Finance Officer and MeGA Event Coordinator as an ex-officio member of the committee;
9.4.2. The BoT will appoint the GMC Chair from the BoT members at large;
9.4.3. The GMC may invite such other internal and external stakeholders to participate and give inputs to the GMC.
Section 9.5. By-Laws Committee. The By-Laws Committee is entrusted with the duty to ensure that the By-Laws are responsive, relevant and can carry out the organization’s plans in the most effective and efficient manner.
Term and Composition
9.5.1.The By Laws Committee shall serve for 2 years upon appointment of the BOT. In no case shall membership in the committee be more than two (2) consecutive terms;
9.5.2. One (1) representative from the Board of Trustees. The representative from the BoT shall serve as the Committee Chair. Four (4) members in good standing, appointed by the BOT. The Organizational Development Officer shall serve as support staff. The Section Director or its equivalent shall be ex officio member of the committee;
9.5.3. The remaining ELECOM members, provided there is a quorum, may co-opt another member to fill any vacancies occurring between MeGAs to serve the unexpired term. Should majority of the position be vacant, the board shall appoint any member in good standing to fill in the vacancies to the serve the unexpired term of the vacant positions.
Section 9.6. Grievance Committee. The Grievance Committee is a mechanism for alternative dispute resolution. It works to deliberate and resolve grievances among and between members and volunteers of the Corporation. The findings of the Grievance Committee is recommendatory to the Board of Trustees and the Board makes the final decision.
Term and Composition
9.6.1. The committee will be composed of the Organizational Development Officer of Amnesty International Philippines, two members of the Board of Trustees (BoT) and two regular members of good standing;
9.6.2. The committee requires gender representation that may result to this distribution: two female and three male, or three female and two male;
9.6.3. If the member of the Grievance Committee is the one being complained of, the complaint shall be filed directly to the Board of Trustees.
Section 9.7. National Strategic Plan Committee (NSPC). The National Strategic Plan Committee ensures that a comprehensive, well-structured and coherent strategic plan is drafted, which fully reflects the needs and strategic priorities both at the international and national level.
Term and Composition
9.7.1 The NSPC shall be composed of five (5) members, namely the chair of the BoT or a designated representative of the board, the Section Director, and three (3) members appointed by the board of trustees (BoT);
9.7.2 The term of office shall be co-terminus with the international movement’s strategic plan;
9.7.3 There shall be ex-officio members to the NSPC, who may participate to the deliberations and processes of the NSPC, but shall have no voting rights in matters internal to the committee. Ex-officio members shall include past Chairperson/s of AIPh, two (2) representatives to be chosen among the external partners of AIPh, and an expert on strategic planning within or outside of AIPh;
9.7.4 The NSPC may invite such other internal and external stakeholders to participate and give inputs to the NSPC;
9.7.5 Quorum for the NSPC will be three (3) members;
9.7.6 The NSPC shall choose a chair from among its member;
9.7.7 The regular members of the NSPC shall be eligible for re-appointment for not more than three successive terms; the remaining NSPC members, provided there is a quorum, may co-opt another member to fill any vacancies who shall serve the unexpired term.
Section 9.8. Other Committees. The majority of all the members of the Board of Trustees may through a resolution create other committees with such delegated powers. All such committees shall keep a record of their proceedings and report the same to the Board. The Board shall have the power to appoint and remove the members of such committees and may at any time dissolve such committees for justifiable cause.
YOUTH CORE GROUP
Section 10.1. Purpose. The purpose of the Youth Core Group is to address the needs and ensure the formation, development, and empowerment of youth activists through the implementation of the Philippine Youth Strategy, the Youth Action Plan, and other related plans of action.
Section 10.2. Composition.
- The Youth Core Group shall be composed of six (6) members, namely the Youth Representative to the Board of Trustees (BoT); one (1) member from Luzon, Visayas, Mindanao and the National Capital Region each representing their respective geographical regions; and the Membership Development Coordinator or duly recognized representative of the National Secretariat as staff support;
- The YCG shall have an elective term of two (2) years;
- Members of each geographical region shall nominate potential representatives from their own geographical region before the Assembly of Youth Leaders (AYL), and from these nominees, elect their representative to the YCG during the AYL;
- Each member of the YCG, with the exception of the Membership Development Coordinator, must be between the ages of 15 to 24 years old, and must be an active member in good standing for at least six (6) months.
- The YCG shall be convened and chaired by the Youth Representative to the Board;
- Vacancy should be filled by a succession of the next highest number of votes during the previous election or, in cases of no qualified successor, the YCG shall appoint an interim representative for the said geographical region.
Section 10.3. Functions. The Youth Core Group shall:
- Discuss and address matters related to youth activities and youth-related policies, both foreign and domestic;
- Communicate and coordinate with members and groups within their geographical region the information that needs to be relayed or echoed from the YCG to AIPh youth members;
- Organize, facilitate and logistically convene the AYL. in coordination with the National Secretariat and Board of Trustees;
- Draft and lead the implementation of the youth plan of action and monitor its success and modify, if necessary, in behalf of the AYL delegates in between AYLs;
- Implement and update the National Youth Strategy with the National Secretariat;
- Select youth members to be recommended for the approval of the Board of Trustees as members of the Youth Election Committee (Youth EleCom);
- Formulate the method of selection for the youth representative to AI’s Asia Pacific Regional Forum and Global Assembly.
Section 10.4. Method of Work. The Youth Core Group shall:
- Meet personally at least once per term, or as the need arises;
- Meet at least once a month and/ or as required to fulfil its purpose through virtual calls, teleconferences, and/or through other appropriate technologies; and
- Be provided support—budget, materials, staff support, access to information and documents—by the National Secretariat to ensure the effective conduct of its work.
Section 11.1 The National Secretariat shall support the members in their activism and in taking action in human rights. The National Secretariat shall also be the primary implementers of policies of the Corporation and shall provide other support services.
Section 11.2 The National Secretariat shall hold office within Metro Manila or such other place as may be determined by the Board of Trustees. Under the leadership of a Section Director, it shall manage the day to day affairs of the Corporation.
Section 11.3. The Section Director shall be the chief executive officer of the Corporation and, subject to the control of the Board of Trustees, shall have the general care and supervision of the business and affairs of the Corporation. The Section Director has overall responsibility for management and reports to the Board.
The Section Director shall, without limiting the others and subject to this By-Laws and the control of the Board of Trustees, be responsible for complying with:
11.3.1. Identifying and complying with legal, statutory and regulatory requirements are identified and complied with;
11.3.2. Ensuring that policies and processes are implemented, including in the areas of: human resources, gender and diversity mainstreaming, finance, risk management, communication, data management, health, safety and security. The section director may also recommend to policy making bodies concerning areas where there is an inadequacy;
11.3.3. Organizing and directing the National Secretariat’s Office and human resource management and development;
11.3.4. Managing the finances of the Corporation;
11.3.5. Preparing the strategic and operational plans and budget of AI Philippines;
11.3.6. Implementing decisions and resolutions of the Board of Trustees and General Meetings;
11.3.7. Circulating agenda, documents and minutes of the Board of Trustees and general meetings;
11.3.8. Maintaining the membership, financial and other records of AI Philippines;
11.3.9. Representing the Corporation, acting with delegated authority from the Chairperson; and
11.3.10. Coordinating with the International Secretariat;
11.3.11. Acts as the official spokesperson of the corporation unless delegated to other authorized spokesperson.
Section 11.4. Prohibition. No staff shall apply for a position as member of the AIPh Board of Trustees until a period of two (2) years has elapsed since such person ceased to be a staff member.
Section 12.1. Source. The income and property of the Corporation shall come from the membership fees, donations, subscriptions, interests from deposits or government bonds and any other income derived from its fundraising activities. The Corporation shall keep an updated inventory of assets. All movable and immovable property of the Corporation shall be vested in and registered in the name of the Corporation itself.
Section 12.2. The Membership Fees. The membership fees must be proposed by the Board of Trustees and approved by the majority vote at the Annual General Meeting.
Section 12.3. Use of Assets. The assets of the Corporation shall be applied solely towards the promotion and achievement of the purpose of the Corporation, as set forth in this By-Laws.
Subject to due diligence and review of the Board of Trustees, a portion of the assets of the Corporation solely for purposes of securing funds may be deposited in time deposits or government bonds or any other secured financial instruments. Any income of which shall accrue to the Corporation.
Section 13.1. AI Philippines may be dissolved in accordance with the Statute of Amnesty International provided not contrary to Philippine laws. It may also be dissolved in accordance with the provisions of the Corporation Code.
Section 13.2. If, after AI Philippines ceases to operate or is dissolved, and after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Corporation, but shall be given or transferred, to Amnesty International Limited as constituted at that time to be disposed of by decision of the International Executive Committee of Amnesty International or failing such decision, to some other institution or by institutions having objectives similar to the objectives of the Corporation within the Philippines.
Section 14.1. This By-Laws or any of its provision may be amended, revised or repealed only after five (5) years from its last amendment unless there are pressing matters which require the immediate amendment thereof. A majority vote of the members of the Board of Trustees and a majority vote of all the Corporation’s voting members during the MeGA shall be required for amendments, revisions or repeal. Any proposed amendment, revisions, or repeal shall be initiated by any member of the Corporation or by the BoT on its own, through a written resolution duly approved by the MeGA.
Section 15.1. The election of the new Board of Trustees in accordance with Section 6.7 of this By Laws shall be held during MeGA of 2019.
Section 15.2. The current BOT officers shall serve to end their term until the election of the new set of BOT officers during the MeGA 2019. Members of the current Board who are no longer qualified to run for reelection because of term limitations shall likewise not be allowed to run in the immediately succeeding election under this new By-Laws.
Section 15.3. All existing policies, decrees, orders, proclamations, rules and regulations inconsistent with this Constitution By-Laws shall be deemed remain operative until amended, repealed, or revoked.
Section 15.4. The moderator and alternate moderator for MeGA 2019 shall be elected by the delegates of the AGM 2018. The succeeding moderators and alternate moderators shall be nominated in the regional assemblies and elected in every preceding MeGA.
Section 15.5. A special Assembly of Youth Leaders will be held in 2019 after the Regional Assemblies and before the MeGA. For the transition period, the term of office of the YCG to be elected in 2019 shall only be for 1 year.
Section 16.1. Adoption of this amended By-Laws shall be effected through ratification by a majority vote of all the Corporation’s voting members during the AGM on the 20th of October 2018 at Mandaue City, Cebu.
This By-Laws shall take effect immediately upon ratification of the Annual General Meeting 2018.
IN WITNESS WHEREOF, we have hereunto set our hands this December 19, 2018 at Quezon City, Philippines
NOLASCO RITZ LEE B. SANTOS III
ROMEO T. CABARDE JR
Trustee/ Vice Chairperson
ALVIN A. SARIO
MARIE ANNE EVE C. BACOLOD
RAY ANDREW P. VILLAFUERTE
Trustee/ Youth Board Member
JERRICK GERARD C. GO
BRAHIM BALIMBINGAN JR
SUBSCRIBED AND SWORN TO before me this December 19, 2018, affiants exhibiting to me their competent evidence of identity indicated above.