CONSTITUTION AND BYLAWSOF THE

WORLDWIDE FILIPINO ALLIANCE

PREAMBLE

We, the people...

On whose veins flow the blood of patriotic Filipinos who have sacrificed their lives for the sake of the motherland;

Roaming the face of this planet in search of opportunities that are hard to find in our own country;

In unity with our brethrens who opt to stay in the homeland to care for and tend to the beloved kin and compatriots we so sadly left behind, but for whose well-being we have to endure and suffer in strange and far-away places;

Who dream and continue to dream that someday, we shall see the dawning of a better Philippines where starvation and sickness are a distant past, and a more secure future awaits the unborn generations

Do ordain and adopt this Articles of Incorporation and Bylaws of the "Worldwide Filipino Alliance", as amended.

ARTICLE I. DECLARATION OF PRINCIPLES

 Section 1. We are appalled at the widespread weaknesses permeating practically all sectors of Philippine society characterized by massive indifference, apathy, depravity, corruption, incompetence, and insensitivity by those who are vested with power and authority and the broad masses of our people.  Section 2. We realize that in many Third World Countries, as in the Philippines, millions of people have to grapple with extreme poverty. Inequitable distribution of wealth, lack of access to essential services, outright unemployment, under-employment, criminality, rebellions, climate change, environmental degradation and most especially, incompetent governance and corruption are among the causes which have driven desperate peoples to seek livelihood opportunities elsewhere - a multitude of them laboring under unbearable and degrading conditions - in order to provide their families with the basic necessities for human survival.

Section 3. We denounce such aberrations in the Philippines where about 10% of the estimated 90 million population have left their homes and families - either voluntarily or reluctantly - with the hope of improving the quality of life for themselves and their respective families. This massive movement of highly skilled and unskilled members of the Philippine labor force, a phenomenon not peculiar to the Philippines, is sometimes referred to as "Filipinos in Diaspora" - an unstoppable demographic flood of such massive proportion never seen before in the country's recorded and contemporary history.

Section 4.  We acknowledge that because of the millions of Overseas Filipinos working all over the world either as contract workers, immigrants, permanent residents, undocumented workers or seafarers, unwittingly they have generated and caused the awesome inflow of foreign currency into the country thru their remittances, thus providing a great portion of the foreign exchange that has sustained and supported the nation's economy for decades. As this trend is expected to continue, the remittances of the Overseas Filipinos have become a critical factor not only in stabilizing the economy but also in the survival of sixty per centum of the population.

Section 5. We admire, respect and honor our hard-working compatriots in the homeland who apply daily their God-given strength and creativity in productive endeavors as responsible citizens. Inspired by love of country and family, they accept low-paying jobs where they are not treated fairly, denied the right to security of tenure, and with no health and retirement benefits. While they contribute significantly to national economic growth, yet they do not reap the benefits of such growth.

Section 6. We view with extreme urgency the need to address globalization; irreversible climate change and global warming; scientific and technological developments and their impact on Philippine society; religious fanaticism and militancy of competing systems of belief around the world, and; singly or collectively, their consequences on Philippine society. We firmly believe that unless and until Overseas Filipinos and their compatriots in the homeland link up with each other and work hand in hand with trustworthy officials and leaders in the public and private sectors, the critical preparations for responding to massive dislocations, emergencies, and calamities shall be inadequate, or worse, shall not be undertaken, thus increasing the likelihood of the country plummeting rapidly into chaos and disorder as a failed state.

Section 7. We recognize that in the global village where the rich states dominate the developing countries, and in geopolitics where military might dictates the terms of bilateral and multi-lateral relations, the Philippines is relegated to the rank of insignificant ally in any treaty that it enters into with the wealthy and the powerful. Given these scenarios, we uphold that the Overseas Filipinos and their comrades can cushion, prevent, and suspend the promulgation of political and economic policies and programs by the more powerful countries if they are credible and respectable enough to prevail on the policymakers of their host countries if, and when, such policies would threaten to have a negative impact on the Philippines as determined by local and international experts and/or after diligent consultations with the affected sectors and other stakeholders.

Section 8. With great sadness we observe that despite the widespread recognition and awareness among Overseas Filipinos and their leaders that unity, cooperation, coordination, and consultation are essential ingredients to the attainment of common goals and objectives, Filipino Overseas organizations continue to compete with each other or fight among themselves sometimes with disastrous results - in the process dissipating not only their resources and time and whatever goodwill they may have already earned as a group and as Filipinos in general.

Section 9. We decry that for many Overseas Filipino Workers, the long years of hard work outside of the homeland, and its over-bearing consequences - marriage break-ups; children and other family members getting hooked on drugs, prostitution and other vices, in the process becoming truants and ending up as criminals; and unsustainable lavish lifestyles -

have not brought forth the hoped-for economic and social upliftment that compelled them to leave. Many Overseas Filipino Workers and their families find themselves back to square one in the homeland when their work contracts are consummated and/or terminated due to illness or even death.

Section 10. Beyond the very urgent personal concerns of Overseas Filipino Workers, we are also aware of the broad international dynamics and interactions that have a profound effect on societies and nations: The urgent need to “drain the swamps that breed martyrdom, fanaticism and revolutions". While the resources for such historic undertakings maybe available from the more advanced countries and international aid institutions, the resources of the Overseas Filipino Workers themselves may be indispensable in determining the course for the future generations.

Section 11. With utmost sincerity, compassion and humility, tinged with pride and personal self-respect, we are bonding together, fired and energized with great optimism and patriotic fervor. We believe that by linking our arms together, we can realize our vision to mobilize our resources and skills to further intensify our commitment to help address, resolve and cast away the political, economic, social and cultural limitations affecting our people and our country.

ARTICLE II. NAME AND OFFICE

 Section 1. NAMEThe name of this corporation is Worldwide Filipino Alliance, Inc.

Section 2. PRINCIPAL OFFICEThe principal office of the corporation is located at the following address: Suite 304-305 Parc House II CondominiumNo. 21 EDSA, Guadalupe, Makati City, Metro Manila 1212Philippines 

ARTICLE III. PURPOSES

Section 1. OBJECTIVES AND PURPOSESThe primary objectives and purposes of this corporation shall be:a) To articulate, espouse and disseminate the history, heritage, vision and aspirations of

the Filipinos all over the world who yearn to regain their pride; to impart the same to their affiliates, supporters and sympathizers; and to keep them abreast of the latest developments in the homeland that require urgent considerations;

b) To organize Overseas Filipinos and/or link up with existing organizations for the purpose

of pooling their resources so that they can undertake programs and projects with the end in view of protecting their interests, improving their skills and professional competencies, and assisting each other in times of need;

c) To appeal and call upon other organizations as well as private and government agencies - both local and foreign - to extend material and other forms of assistance to Filipino expatriates or their beneficiaries who are in distress in the homeland and/or abroad;

d) To harness the resources of Overseas Filipinos for economic and productive enterprises or ventures wherever they are in the world; and to support the productive activities of their families in the homeland, thus creating the environment for the smooth, quick, full and productive re-integration of former Overseas Filipino Workers into the mainstream society;

e) To actively participate in the establishment, promotion and institutionalization of an effective, responsive and efficient democratic system of governance in the homeland; to encourage members of the Alliance to participate actively in the political processes of the country as a means of achieving its objectives and; to influence the formulation of state policies and their judicious implementation for the benefit of the Overseas Filipino Workers, their dependents at home, and those who are no longer working abroad;

f) To assist at all times in the promotion of peace and order in the homeland anchored on the rule of law, justice and economic sufficiency of the citizenry and all sectors of society;

g) To undertake profitable and productive enterprises. Provided, however, that the gains and profits of such enterprises shall be earmarked for the benefit of the corporation in the pursuit of its objectives as mandated by the Corporation Code; and

h) To solicit grants, donations and assistance from local and international foundations, corporations, and aid agencies of both local and foreign governments, to provide the needed funds and materials for the various programs, projects and activities of the Alliance. Provided, however, that such grants, donations, and funding assistance shall not compromise the guiding principles and objectives of the Alliance.

ARTICLE IV. CORPORATE STRUCTURE

Section 1. MEMBERSHIP STRUCTURE. Membership in the corporation shall be categorized as follows:

(a) Regular Members(b) Probationary Members(c) Associate Members(d) Honorary Members(e) Institutional Members

Section 2. MEMBERS. The qualifications, rights, privileges and process of admitting regular members, probationary members, associate members, honorary members and organizations are provided herein.

Section 2A. REGULAR MEMBERS. Regular members are of two types: (a) Overseas or Offshore Filipinos and (b) Onshore or Filipinos Residing in the Homeland.

(a) Overseas or Offshore Regular Members must have the following qualifications: Filipino; of legal age; either permanent resident of any country or working abroad as a contract worker regardless of status; recommended by at least three regular members of the corporation; has no conviction as provided for under the civil and penal codes of the Philippines; has paid the membership dues as provided herein; has affirmed through a signed or written document or a validated Internet electronic letter that he or she agrees to the principles, purposes and objectives of the Worldwide Filipino Alliance or the corporation; and promises to abide by the rules and regulations of the corporation.

(b) Onshore or Homeland Regular Members must have the following qualifications: Filipino; of legal age; recommended by at least three members of the corporation; has not been convicted of any crime under the penal and civil codes of the Philippines; has paid the membership dues as provided herein; has affirmed through a signed or written document or a validated Internet electronic letter that he or she agrees to the principles, purposes and objectives of the Worldwide Filipino Alliance; and promises to abide by its rules and regulations.

Section 2B. PROBATIONARY MEMBERS. Any Filipino in the homeland who has met all the requirements for qualifications of a Regular Member, but who is unable to pay the membership dues as provided herein, shall be admitted as a Probationary Member of the corporation. He can enjoy the benefits and privileges of membership except the right to vote or be voted as a trustee or as an executive officer. Upon full payment of the membership dues, the status of the Probationary Member shall automatically be adjusted to that of a Regular Member.

Section 2C. ASSOCIATE MEMBERS. Any person, whether a foreigner or a dual citizen as defined by Philippine law, who has been assisting the Filipinos inside and outside the homeland, may become a member of the Alliance. Provided, however, that he has not been convicted of a felony in his adopted country or any crime as defined under the civil and penal codes of the Philippines as attested to by the Philippine Embassy or Consulate in the country where he resides, and has paid the membership dues as provided herein. Furthermore, he must affirm through a signed document or an Internet electronic letter that he agrees to the principles, purposes and objectives of the Worldwide Filipino Alliance and promises to abide by its rules and regulations. He can enjoy the benefits and privileges of membership except the right to vote and be voted for any position in the corporation.

Section 2D. HONORARY MEMBERS. Any person, irrespective of citizenship, whose reputation, fame, accomplishments, and prominence are worthy of emulation by the Filipinos all over the world shall be accorded recognition as Honorary Member of the Association, provided he has: exerted efforts to assist the Filipinos whether in the homeland or outside of the country; been recommended by at least 10 members and five Trustees; been endorsed by the Vice President for International Affairs and; garnered at least two-thirds of the vote of the Board of Trustees. An honorary member so elected shall pay no dues but shall enjoy the rights and privileges of a member except the right to participate in the electoral processes.

Section 2E. INSTITUTIONAL MEMBERS. Any non-stock/non-profit organization or unincorporated association may qualify as a member organization, provided:

(a) It holds meetings on a regular basis.(b) It has a duly constituted set of officers.(c) It has a set of by-laws governing the association.(d) Its general membership endorses membership to the WFA as evidenced by a Board

Resolution.(e) It has paid membership dues as provided herein.

Section 2F. MEMBERSHIP AND ANNUAL DUES. Unless otherwise terminated, modified or suspended, applicants for membership to the Corporation shall pay membership and annual dues as follows:

A). Regular Members 1) Inshore Regular Members: P500; 2) Offshore Regular Members who are not in the Care-giving and allied professions:

P5,000 (or its foreign currency equivalent);3) Offshore Regular Members who are caregivers and/or household service workers

in America, Canada, and Europe: P1,500 (or its foreign currency equivalent);4) Offshore Regular Members who are caregivers and/or household service workers

in other parts of the world: P1, 000 (or its foreign currency equivalent).B). Probationary Members: P500 – upon payment of which the membership shall be automatically upgraded to that of an Inshore Regular Member. C). Associate Members: P5, 000 (or its foreign currency equivalent)

D). Honorary Members: No Fee

E). Institutional Members:

1) In the Homeland: P5,000; 2) Institutional Members in America, Canada and Europe: P10,000 (or its foreign

currency equivalent); and 3) Institutional Members in other parts of the world: P7, 500 or its foreign currency

equivalent.

Subject to the discretion of the Membership Committee, the dues are payable before the granting of the membership documents to the applicants. Likewise, the Board shall determine the amount of annual dues and the manner of payment thereof.

Only members of “Good Standing” - as certified by the Secretary General and the Membership Committee - shall be allowed to avail of whatever services, benefits, and other privileges that the Corporation may provide.

ARTICLE V. THE GLOBAL BOARD OF TRUSTEES

Section 1. COMPOSITION, ELECTION AND GLOBAL DISTRIBUTION

Unless otherwise provided for through an amendment to these bylaws, the corporation shall have no less than twenty-three (23) Trustees, of which 12 or more shall be home-based. The rest shall come from various countries that would be grouped according to internationally recognized geographic regions or clusters of countries, to wit: East and South Asia, West Asia and Africa, Oceania, the Americas (North/Central/South America) and Europe.  Each cluster shall be represented in the Board in proportion to demography or Filipino presence in the area. As such, each cluster will be represented in the Board as follows: East and South Asia – 2; West Asia (Middle East) and Africa – 3; Europe – 2; All of the Americas – 3; and Oceania – 1. Collectively, they shall be known as the Global Board of Trustees.

Section 1A. INCORPORATORS AS TRUSTEES. For purposes of having a structured organization, all the incorporators of the WFA shall be deemed as members of the corporation and shall constitute the initial Board of Trustees. As such, they shall provide guidance; draft the preliminary rules and procedures of the corporation; and prioritize the tasks that need to be addressed and undertaken. Being temporary in nature, the term of office of the initial Board of Trustees shall end upon the election and subsequent assumption into office of a regular Global Board of Trustees.

Section 1B. The Global Board of Trustees. Upon submission of this amended Constitution and By-Laws to – and approval by – the Securities an Exchange Commission, an election shall be immediately called to elect the regular members of the Global Board of Trustees as provided under Section 1 of this Article. The individual incorporator may or may not be elected as Trustee or officer of the corporation. In no case shall he lose his status as member of the corporation unless he gives it up or has been divested of it as provided under the rules and by-laws of the corporation.

Section 2. POWERS AND DUTIES OF THE BOARD OF TRUSTEESThe Global Board of Trustees shall exercise all the powers vested on it under the existing Corporation Laws of the Philippines, and those defined in the WFA Articles of Incorporation and By-Laws. These include the power to:

a) Adopt and enforce governance policies and guidelines for the corporation’s business;b) Ensure the corporation’s sound operation and fiscal health;c) Monitor the developments and proper implementation of on-going programs;d) Take and institute measures and action, including legal proceedings, necessary to

maintain the integrity of the corporation.

Subject to the provisions of these By-laws and any limitations in the Articles of Incorporation relating to actions that require the approval of the members, all the activities and affairs of the corporation shall be conducted under the direction of the Board; likewise, it shall also exercise all corporate powers related thereto, such as, but not limited to, delegating the management of corporate activities to professional managers, be it a person, group, company, or committee created for the purpose, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 3. BOARD DECISIONS. A majority of the number of Trustees present in a formal meeting, whether face-to-face or in cyberspace, constitutes a quorum. Its decision or resolution on the business at-hand has a binding effect, subject to the provisions of this Article and Article VI (Section 1).

Section 3A. Subject to the provisions of these Bylaws and any provision of law, an act or decision done or made by a majority of the Trustees present at a meeting where a quorum has been declared will be considered as the act of the board. Under no circumstance may the vote of the minority of the Trustees present at a meeting be considered as the act of the

board. A meeting at which there has been initially a quorum may continue to transact business even though a number of Trustees have decided to leave early; provided however, that for any action to be considered as the act of the board, it should have the approval of the majority of the Trustees that initially constituted the quorum for that meeting, or a greater number as the situation may require.

Section 3B. Any action that the Board is required or permitted to act upon even without a meeting shall need the written consent, either electronically or in hard copy, of all the members of the Board, either collectively or individually. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of the Trustees.

Section 4. STANDING AND SPECIAL COMMITTEESThe Board may create standing and/or special committees whose composition may not be exclusive to the members of the Board of Trustees or of the Corporation. In so doing, the Board may appoint specific officer/s who is/are also (a) Trustee/s of the Corporation for inclusion in such committee/s. The Board may appoint one or more Trustees as alternate committee member/s who may replace any absent member/s at any its meeting. Any such committee, to the extent provided in the resolution of the Board or in the bylaws, shall have all the authority of the Board, except with respect to:

a) The approval of any action which may require the consent of the members or majority of all the members;

b) The filling of vacancies on the Board or in any committee – an exclusive prerogative of the Board;

c) The fixing of compensation of the Trustees for serving on the Board or on any committee;

d) The amendment or repeal of bylaws or the adoption of new bylaws;

e) The amendment or repeal of any resolution of the Board;

f) The creation of other committees or sub-committees; and

g) Unless the bylaws provide otherwise, the Board may authorize any committee to act for and on behalf of the Board of Trustees without any review by the Board. Provided however, that the committee exercising such authority shall inform the Board of Directors and the General Membership of the Corporation of such arrangement.

 Section 5. TERMS OF OFFICE. Each Trustee shall serve for three (3) years, commencing on the date of their formal assumption of the position until they resign or are removed or otherwise disqualified to continue.

Section 6. NON-ATTENDANCE AND PARTICIPATION IN BOARD OF TRUSTEES MEETINGS AND DECISION-MAKING. A homeland-based Trustee who fails to attend four (4) consecutive regular meetings of the Board shall be removed from his position as Trustee of the corporation, unless pardoned or excused as per resolution passed by the Board of Trustees. However, if within the period covered by the four (4) consecutive regular meetings of the Board, an absentee Trustee participates in the decision-making process thru teleconferencing, facsimile or electronic mail as provided for in these Bylaws, the Trustee shall be deemed to have complied with his or her duties as contemplated in this section.

Section 7. REIMBURSEMENT OF EXPENSES. Trustees shall serve without compensation; however, they shall be allowed reasonable cash advances and/or reimbursements for expenses incurred in the performance of their regular duties. Any amount over PhP500 should be authorized by the Board. An expense report, supported by receipts, shall be submitted for all out-of-pocket expenses.

Section 8. PLACE OF MEETINGS. Meetings shall be held at the principal offices of the corporation unless otherwise provided by the Board of Trustees. In the absence of such designation, any meeting held outside the principal offices shall be valid only if held with the written consent of the majority of the Board of Trustees. Any regular or special meeting may also be held using telephone conferencing or similar communication facilities.

A majority of the Trustees present constituting a quorum may, for a valid reason, adjourn their meeting to another time and place. If the adjournment would take more than 24 hours, notice of a new schedule indicating the time and place for the resumption of the adjourned meeting shall be sent to the Trustees who were not present at the time of the adjournment.

Board Meetings may be held at a place within the National Capital Region or at any place that has been designated in the notice of the meeting. Where the notice does not mention the venue, the meetings shall be held at the place designated in the bylaws or as per resolution of the Board.

Section 8A. REGULAR MEETINGS. Regular meetings of the Board of Trustees shall be held, as far as practicable, every month. The first meeting will be held on the third Saturday of the month immediately following the approval of these Bylaws, at a time and place to be designated by the Board of Trustees; thereafter, the succeeding meetings will be held every third Saturday of the month at a place and time that the board may decide, and so on and so forth. If for one reason or another, such a scheduled regular meeting is not held or postponed, it may be re-scheduled for another time most convenient to majority of the members of the Board. Provided however, that while physical presence is preferable, when only one or two items need to be deliberated and acted upon by the Board of Trustees, the use of facsimile or electronic mail may be sufficient to arrive at a decision.

Section 8B. SPECIAL MEETINGS. The following may call for special meetings of the Board of Trustees: the Chairman, the President, any three of the corporation’s Global Executive Staff, the Secretary-General, or any twelve Trustees of the corporation. Such meetings shall be held at a place designated by the person or persons calling the meeting. In the absence of such designation, the meeting shall be held at the principal office of the corporation. Special meetings shall have no more than three items in the agenda.

Section 8C. NOTICE OF MEETINGS. Notice for regular meetings of the Board shall include the agenda to be discussed and a copy of the approved minutes of the previous meeting. It shall be sent no less than five (5) days prior to the date of the meeting either by regular postal mail, special delivery mail, or electronic mail. The addressee shall acknowledge receipt of such notice either by regular mail, special delivery mail, telephone or electronic mail. Notices for special meetings of the board shall be sent four (4) days prior to the date, if by first-class mail; or forty-eight (48) hours if by personal delivery, telephone, telegraph or other electronic means. If sent by mail, telegraph or facsimile, the notice shall be deemed to have been delivered upon its deposit in the mail, upon delivery to the telegraph company or upon confirmation of the receipt by the facsimile machine.

Section 8D. QUORUM FOR MEETINGS. A quorum shall consist of a majority of Trustees holding office. Trustees on-leave shall not be counted in determining the quorum. Provided, however, that the number of trustees on-leave does not exceed twenty-five (25) per centum of the total number of seats in the Board.

The Trustees present at a duly-called and held meeting at which a quorum is initially reached may continue to do business notwithstanding the loss of a quorum due to unexpected/unscheduled departures of some Trustees while the meeting is in progress; provided that any action thereafter taken must be approved in writing, whether electronically or in hard copy, by at least a majority of the number that initially constituted the quorum in such meeting, or a greater percentage thereof as may be required by law, by the Articles of Incorporation or by these Bylaws.

Section 8E. MAJORITY ACTION AS BOARD ACTION. After a quorum has been declared, every act or decision done or made by a majority of the Trustees present in a meeting is the act of the Board of Trustees, unless the Articles of Incorporation, these Bylaws, and/or specific provisions of the law require a greater percentage or different voting rules.

Section 8F. ACTION BY WRITTEN CONSENT OR REGULAR VOTING. In this age when communications can be transmitted at the speed of light, non- appearance in a meeting may not deprive a Trustee the right to cast his vote on any issue that needs to be voted upon and to participate in the proceedings where his opinion is important. The Board of Trustees through a majority vote may, by written consent or by regular voting, allow Trustees who are unable to be physically present at the meeting to vote and to express their positions on certain items in the agenda by using available technologies such as, but not limited to, facsimile, teleconferencing, electronic mail or even cellular telephone text messages. In all cases, such written consent or consents shall be filed with the Minutes of the proceedings of the meeting, both in hard and soft copies, and shall have the same force and effect as the act of the Trustees.

Section 9. VACANCIES. Vacancies on the Board of Trustees shall exist upon:

1) The death, resignation or removal of any director and;

2) Whenever the number of authorized Trustees is increased. The Board of Trustees may declare vacant the office of a trustee who has been declared of unsound mind by a final order of court; convicted of a felony or; found by a final order or judgment of any court to have breached any duty under the law.

A Trustee or Trustees may be removed after a fair trial where all sides are heard and after a vote by at least three-fourths (3/4) of all members of the Board of Trustees constituting themselves into a panel of jurors and meeting en banc - wherever possible, or by utilizing modern communication technologies, where available - to decide on the issue.

Section 9A. RESIGNATION OF TRUSTEE OR EXECUTIVE OFFICER. Any Trustee or Executive Officer may resign. However, no Trustee or Executive Officer may resign if the Corporation would then be left without a duly elected Board of Trustees or Executive Officers to take charge of their respective affairs. In addition, no Trustee or Executive Officer may be allowed to resign without first settling all his obligations - financial or otherwise - with the Corporation.

In no case shall the resignation of a Trustee or Executive Officer of the Corporation be deemed final until approved by the majority of the Board of Trustees to be certified to by the Secretary General and attested to by the President and/or Chairman of the Corporation.

Section 10. INTERIM APPOINTMENT OF A TRUSTEE OR EXECUTIVE OFFICER. The Chairman and/or President of the Corporation, in consultation with the Executive Committee as herein provided, may recommend to the Board of Trustees the appointment of an interim Trustee to fill a vacancy that may occur as provided for under Article V (Section 9 and 9A).

A person appointed to fill vacant position as provided in this Section shall serve only the unexpired portion of the vacated position's terms or until the next annual election of the Board of Trustees or upon death, resignation or removal from office. Provided, however, that only Executive Officers below the rank of Chairman or Vice President shall be eligible for an interim appointment. The rest shall be elected by the Board of Trustees or the General Membership as the case may be.

Section 11. NON-LIABILITY OF TRUSTEES. Subject to the provisions of the Corporation Code, any and all debts, liabilities or obligations that the Corporation may incur shall not be the personal liability of the Trustees.

Section 12. INDEMNIFICATION BY CORPORATION OF TRUSTEES, OFFICERS, EMPLOYEES, AND OTHER AGENTS. All legal expenses (including attorney's fees, judgments, fines and settlements) that may be incurred by a Trustee, an Executive Officer, an employee or others acting as agent/s of the Corporation, in connection with any lawsuit or legal proceedings that they may encounter in the performance of their duties and responsibilities, shall be reimbursed - up to the maximum allowed by law - to the aforementioned officials, employees or agents in the event of a favorable court decision or ruling in such cases.

ARTICLE VI. PARTICIPATION OF OVERSEAS-BASED TRUSTEES AND EXECUTIVE OFFICERS IN

MEETINGS

Section 1. PARTICIPATION OF OVERSEAS-BASED TRUSTEES AND OFFICERS IN MEETINGS AND OTHER DELIBERATIONS. Members of the Board Trustees and/or the Executive Officers of the Corporation may participate in a meeting through use of teleconferencing, electronic video screen communication or such other devices that provide real-time communication facilities. Participation in a meeting through use of either of the aforementioned constitutes personal attendance at that meeting as long as all the participants are able to communicate with one another, whether by voice or text messages, during the stipulated duration of the meeting. Provided however, that:

a) Each participant in the meeting can communicate concurrently with one another; using any of the available and acceptable means, whether voice or text, and;

b) Everyone is provided with the means to participate in all matters before the board, including - but not limited to - the capacity to propose or to interpose an objection to a specific action to be taken by the corporation.

ARTICLE VII. ADVISORY ASSEMBLY

Section 1. Advisory Assembly. There shall be an Advisory Assembly to be composed of former Overseas Filipino Workers who, for one reason or another, are not members of the Corporation. The Assembly shall organize a smaller body that may be headed by a member of the Board of Trustees. The Chairman, the President and the Secretary General or, if none of them are available, anyone of the Officers of the Alliance can be designated to present the report to the Assembly during its periodic meetings.

ARTICLE VIII. EXECUTIVE OFFICERS AND SECRETARIAT

OF THE CORPORATION

Section 1. GLOBAL EXECUTIVE STAFF. Unless otherwise provided by an amendment to these bylaws, the Corporation shall have a Global Executive Staff which shall be based in the homeland composed of the following:

(a) Chairman of the Global Board of Trustees

(b) President and Vice Chairperson of the Global Board of Trustees

(c) Senior Vice President for Legal and Institutional Members

(d) First Vice President for Grants, Funding and External Relations

(e) Second Vice President for Internal Affairs and Civil Societies(f) Third Vice President for Youth Affairs, Education and Information

(g) Secretary General

(h) Treasurer

Section 1A. Chairman. The primary function of the Chairman is to preside during the meetings of the Global Board of Trustees as well as the General Global Membership Meeting as provided herein. However, he may delegate this function to the President, other officers of the Corporation or the Secretary General. He shall acknowledge the notice of the regular meetings submitted by the Secretary General. In coordination with the Secretary General, the Chairman shall also acknowledge or authorize special meetings called by the Secretary General himself, or by the majority of the members of the Board of Trustees, and/or other executive officers as provided herein. He shall be elected by the members of the corporation worldwide.

Section 1B. President and Vice Chairman. The President shall be elected by the members of the Corporation worldwide. He shall be the Chief Executive Officer of the Corporation and as such, shall have general supervision of its affairs. The President shall ensure that the Corporation’s Bylaws, as well as the rules and regulations that might be promulgated as herein provided are complied with. He shall see to it that ongoing and approved programs and projects of the Corporation are on track. He shall represent the organization on all occasions and in all matters where representation may be required or agreed upon. However, attendance in such functions may be delegated to other officers of the Corporation or any member of the Board of Trustees. The President may perform such other duties and responsibilities as may be required in these Bylaws and the relevant laws of the land. In the absence of the Chairman, he shall preside in the regular and special meetings of the Board of Trustees and in the meetings of the Global General Membership Assembly. In addition to the above, he shall also be the ex-officio chair of the standing and special committees of the Corporation.

Section. 1D. Senior Vice President for Legal Affairs and Member Organizations. All legal matters concerning the Corporation and its members, officers and trustees in other parts of the world shall be the responsibility of the Senior Vice President for Legal Affairs. By necessity, this position calls for somebody who is familiar and well-versed in domestic and international laws dealing with non-profit organizations. Subject to an evaluation by the Board of Trustees at some opportune time, the legal affairs function of the Corporation is

temporarily combined with matters that are specifically associated with the member organizations of the Corporation. He shall be elected by the members of the Board of Trustees and the regional vice presidents upon nomination by the member organizations of the Corporation. A member organization may have only one nominee.

Section. 1E. First Vice President for Funding, Grants, and External Relations. To be elected by the Board of Trustees and the regional vice presidents, the First Vice President for Funding, Grants & External Relations shall be primarily responsible for generating funds by applying for grants and funding support from domestic and international donors and charity institutions to finance - wholly or in part - the programs, projects and other activities of the Corporation. As chair of the Corporation's Finance Committee - which is hereby created - where the Chairman, the President, the Executive Vice President, the Secretary General and other Executive Officers of the Corporation are ipso facto members, he shall be primarily responsible for developing the appropriate mechanisms and processes by which the executive officers in the homeland are linked to the foreign-based officers, individuals and member organizations. The Finance Committee and/or its Chairman shall provide periodic reports to the Board of Trustees and the Global General Membership Assembly and shall perform other duties and responsibilities as may be assigned by higher officials and by the Board of Trustees.

Section. 1F. Second Vice President for Internal Affairs and Civil Societies. The Board of Trustees, upon nomination by the member organizations, shall elect the Second VP for IA&CS who shall assist the President, the Executive Vice President and other officers of the Corporation with respect to the internal affairs in the homeland. Additionally, he shall provide the linkages to the civil societies operating in the homeland; take the place of the President in case the incumbent is absent or unable to perform the duties of the office; and perform other duties and responsibilities as may be assigned by higher officials and by the Board of Trustees.

Section 1G. Third Vice President for Youth Affairs, Education and Information. Upon his election by the members of the Board of Trustees, he shall immediately start to conceptualize, develop and devise information programs and materials designed to enhance the knowledge and skills of the youth concerning the homeland, the Filipinos in Diaspora, the need for greater patriotism, and their role in developing a better country. Consequently, he shall reach out to the youth, especially to elementary pupils, high school students and college freshmen. Aside from performing other duties and responsibilities as may be assigned by higher officials and by the Board of Trustees, he shall also be a member of the Editorial Board of the Corporation’s online publication, “Pangdaigdigang Alyansa!”

Section 1H. Secretary General. The Secretary-General, whose position is hereby created, must be a member of the Board of Trustees, a resident of the Philippines and a Filipino citizen or a dual citizen. He shall be elected by the members of the Corporation worldwide and will serve a term of three (3) years; may be re-elected for another term, but in no case shall the total length of service exceed six (6) years.The Secretary General shall:

a) Be in charge of the Secretariat;

b) Be responsible for the upkeep and maintenance of all documents, information, equipment, and other materials belonging to and owned by the Corporation;

c) Report directly to the President and the Chairman, assisting them as well as other members of the Executive staff in the performance of their duties and responsibilities;

d) Be responsible for sending notices of regular and special meetings, specifying the meetings' venue, agenda and time; take minutes of the meetings and ensuring their accuracy;

e) Have custody of the records and seal of Corporation;

f) Keeps an updated roster of the Corporation's membership as well as all other data concerning the Board of Trustees, the Executive Officers and the regional vice presidents, including regional treasurers and other employees in the regional offices;

g) Be directly responsible for the operations of the Global Executive offices;

h) Supervise, coordinate and evaluate the performance of the various staff members; and

i) Recommend the promotion or termination of employee/s based on individual performance/s; and initiate disciplinary action/s against erring staff member/s subject to the appropriate action by the President and the Board of Trustees.

Subject to the availability of funds the Secretary General may, upon the recommendation of the President and approval by the Board of Trustees, be authorized a monthly honorarium and/or allowance.

Section 1I. Assistant Secretary General. Upon the recommendations of the Secretary General, the President and the Chairman, the Board of Trustees may appoint an Assistant Secretary General to assist the Secretary General in the performance of his duties. The President and/or the Secretary General may recommend to the Board of Trustees that the Assistant Secretary General be assigned to perform such other duties and functions as the Board may be deem necessary. Should the position of Secretary General be vacated for one reason or another, the Assistant Secretary General will assume the office on an interim basis until his assumption is sanctioned by the general membership or until a new Secretary General is elected to fill the vacated position.

Section 1J. The Treasurer. Upon the recommendation by the Secretary General and the President - but subject to the endorsement of the majority of the regional vice presidents - the Board of Trustees shall appoint a Treasurer whose term of office will be three years, renewable for another term, but in no case shall the total length of service exceed six (6) years. The Treasurer shall:

a) Take charge and custody of - and be responsible for - all of the Corporation's funds, securities and other financial instruments which must be deposited in the name of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select;

b) Be accountable for any and all dues, grants, collectibles, income and donations/contributions - whether in cash or in kind – received from any source for and on behalf of the Corporation, and issue corresponding receipts thereof;

c) Collect and administer the membership dues, keeping them in a special account that shall be disbursed only upon the resolution of the Board of Trustees and not for the regular operations of the Corporation;

d) Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Trustees. Provided, however, that such disbursements are supported by proper vouchers;

e) Settle all obligations as approved by the Secretary General, the President and, if appropriate, the Board of Trustees; keep a Bill of Accounts showing all financial transactions of the Corporation; and maintain a running Balance Sheet which, along with details of the assets and liabilities of the Corporation, shall be presented to the Executive Staff, the Board of Trustees and the General Membership, as the case maybe;

f) Upon request, render to the Chairman, the President, the Secretary General and the Trustees an account of any or all the transactions that the Office of the Treasurer has undertaken accompanied by a duly certified, or cause to be prepared and certified, Financial Statement;

g) Unless approved by the Board of Trustees and only upon the presentation of the proper clearance, not be allowed to resign; and

h) As a member of the Finance Committee, coordinate very closely with the regional treasurers of the Corporation, and along with the Secretary General, provide secretariat services to this committee. The Board of Trustees shall appoint the other members of the committee, provided, however that a Trustee who is not an Executive Officer, shall be one of the members of the committee and will act as its Vice Chair.

In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, by these Bylaws, or which may be assigned to him from time to time by the Board of Trustees. It is important, though not required, that the Treasurer should have a working knowledge of basic accounting, knows how to use a computer and well-versed on the applications of such programs like Excel.

Section 1K. Assistant Treasurers. As the volume of work increases, the Board may deem it necessary to appoint Assistant Treasurers for the Visayas and Mindanao who will assist the Treasurer in the performance of his duties and responsibilities. These Assistant Treasurers - whose tenures will be at the pleasure of the Treasurer, the Secretary General and the President who recommended their appointments to the Board of Trustees - do not have to hold office in the corporate headquarters. Their separation from the position will be subject to the presentation of an approved clearance by the Treasurer, the Secretary General and the President to be submitted to the Board.

The President, in consultation with the Secretary General and the Treasurer, may assign the Assistant Treasurers to perform other duties and responsibilities.

Section 1L. Bond for the Treasurer, the Assistant Treasurers and the Secretary General. In order to assure the faithful discharge of their respective duties and responsibilities, the Treasurer, the Assistant Treasurers and the Secretary General shall be

required by the Board of Trustees to post a bond each, either in cash or surety, to be paid for by the Corporation, in such amount as the Board may determine.

Section 2. Regional Vice Presidents and Staff Members. In keeping with its structure as a global alliance, the Corporation shall ensure that the various associations/organizations and chapters affiliated with the Corporation shall be accorded the appropriate autonomy and freedom to run their respective associations/organizations and chapters in a manner that will redound to the effective and harmonious relations in the alliance. To ensure proper coordination, however, the Corporation, in addition to the Trustees that represent the various regions encompassed by the alliance in the Global Board of Trustees, shall have the following executive officers:

(a) Senior Vice President for West Asia and Africa

(b) Vice President for Asia

(c) Vice President for Europe

(d) Vice President for North and South America

(e) Vice President for Oceania

(f) Vice President for the Seafarers who may be the Trustee representing the Seafarers in the Board of Trustees

Section 2A. Electing the Regional Vice Presidents. The Senior Vice President and other Vice Presidents shall initially be elected by the members of the Alliance worldwide. Subsequently, depending on the situation in the various regions, the Board of Trustees may decide in a resolution that the Regional Vice Presidents, including the Senior Vice President for West Asia and Africa shall be elected by the members of the region. The Regional Vice Presidents shall have a term of office of two years, and may be re-elected by the members of the region for a second and last term. No third term will be allowed. They shall be responsible for coordinating, implementing and evaluating regional corporate programs and activities; and ensure constant consultation with the membership of the Alliance in their regional sphere of responsibilities.

The Regional Vice Presidents shall appoint Regional Treasurers, Membership Coordinators, and Information Officers. Section 2B. Coordination and Communication. The First Vice President for Grants, Funding, and External Relations, in coordination with the Secretary General and the President, shall be primarily responsible for consulting, coordinating and communicating with the Regional Vice Presidents and their staff members.

ARTICLE IX. THE EXECUTIVE COMMITTEE

Section 1. Executive Committee. An Executive Committee is hereby created to be composed of the following:

a. President

b. Senior Vice-President for Legal and Institutional Members

c. First Vice-President for Grants, Funding, and External Relations

d. Secretary-General

e. Senior Vice-President for West Asia and Africa

f. Trustees Representing Asia, Europe, and North and South America

g. The Creator or Owner of the Corporation’s discussion group

h. Designated official Primary Coordinator/s or alternates of the Corporation' s discussion group/s

i. The Webmasters or alternates of the Corporation's duly recognized websites.

Section 1A. The Board of Trustees, by a majority vote, may delegate any of its powers and authority in the management of the business affairs of the Corporation to the Executive Committee, except with respect to:

a) The filling of vacancies on the Board or on any committee where the authority rests with the Board;

b) The amendment or repeal of Bylaws or the adoption of new Bylaws;

c) The amendment or repeal or any resolution of the Board where it is expressed in unequivocal terms that it may neither be amended nor repealed;

d) The creation of committees in the Board or the appointment of members thereof; and

e) The approval of any transaction in which one or more of the Trustees has a material financial interest.

Section 1B. The Global Board of Trustees may, at any time, revoke or modify any or all of the authority so delegated; and increase or decrease, but not below seven (7), the number of members of the Executive Committee. It shall keep regular minutes of its proceedings, both in hard and soft copies, cause them to be filed with the corporate records and report the same to the General Assembly.

Section 1C.The Executive Committee shall meet as often as needed to address operational and administrative issues that are urgent in nature and shall report its actions to the full Board. However, matters requiring policy decisions shall be referred to the Board of Trustees with or without recommendations for final action.

Section 1D. A quorum shall be declared when majority of the members of the Executive Committee are present.

Section 1E. The President of the Corporation shall serve as Chairman of the Executive Committee. In his absence, the Senior Vice President for Legal and Institutional Members shall take over. If both are absent, the Secretary General shall preside.

ARTICLE X. COMPENSATION

Section 1. Compensation. Trustees and Officers of the Corporation shall serve without compensation, except for the Secretary General and the Treasurer who might be given an allowance by the Board of Trustees. However, if a Trustee or Executive Officer is designated or appointed to manage a program or project that has sufficient funds that can be budgeted to provide a modest allowance or honorarium, the Board of Trustees - subject to the policies of the organization or funding agency providing the funds for the program or project - shall authorize the allocation of such allowance or honorarium for such Trustee or Executive Officer.

The Trustees and Officers may, however, be provided with modest amounts for transportation expenses based on prevailing rates for public modes of conveyances in attending Board meetings.

ARTICLE XI. OTHER COMMITTEES

Section 1. Standing Committees and other Committees. Excluding the Executive Committee whose functions and membership are provided herein, the Corporation shall have such committees as the Board of Trustees may from time to time establish. Unless the Board shall decide otherwise, the following shall constitute the Standing Committees of the Corporation:

a) Finance and Fundraising Committee;

b) Plans and Programs Committee;

c) Membership Committee; and

d) Information and Education Committee.

The Global Board of Trustees shall appoint the chairpersons and members of the standing committees and other committees that the Board may create in the future. Committee chairpersons may be appointed from the ranks of the members who are not members of the Board of Trustees. Further to the traditional functions of the above-mentioned standing committees, the Board of Trustees shall define their other functions.

Special committees created by the Global Board of Trustees may be chaired and composed of highly qualified individuals who are not necessarily members of the Corporation. Any special committee created to study a specific area of concern to the Corporation shall be accorded the highest respect and confidence. Its findings and/or recommendations can be overruled and disregarded only by a three-fourths vote of the Board of Trustees. In case of negative reaction to the findings and/or recommendations, the specific area of concern under review shall be assigned to another special committee created for the purpose.

The Chairman and the President of the Corporation shall be the ex-officio Chairman and Vice Chairman, respectively, of the standing and special committees.

SECTION 2. THE NOMINATING COMMITTEE AND ELECTION OF NEW TRUSTEES. The Chairman of the Global Board of Trustees shall head the Nominating Committee whose members include the President, the Secretary General, the Senior Vice President for West Asia and Africa and the Trustees representing the geographic regions of the world.

This committee shall select, evaluate, screen and nominate candidates for membership in the Board of Trustees, including those for membership in the Board of Advisors. Only those

candidates endorsed by the Nominating Committee shall be recommended to the Board of Trustees for approval or disapproval. Only nominees approved by the Board of Trustees shall be presented to the General Membership of the Corporation for their approval or disapproval. A simple majority vote will suffice for a nominee to be elected as Trustee. Inasmuch as the Corporation is still in the midst of developing its operating procedures, including the selection and voting of the members of the Board of Trustees and the Executive Officers, this provision can only be deemed in full force and effect if and when the Board of Trustees shall decide in a Board Resolution that this provision can then be implemented.

Section 2. Quorum. A simple majority of the members of the Standing Committee shall constitute a quorum. The act of a majority of the members present at a meeting where there is a quorum shall be the act of the Committee.

Section 3. Rules. Each Committee may adopt its own rules of governance and procedure not inconsistent with the law, these Bylaws or with the rules and regulations adopted by the Board of Trustees.

ARTICLE XII. OFFICIAL PUBLICATION OF THE CORPORATION

Section 1. Name of Publication. The Corporation shall publish an online periodical to be named “Pangdaigdigang Alyansa!” It should be easily accessible in the World Wide Web. However, inasmuch as some members, supporters and sympathizers of the Alliance may not be connected to the Internet or who may not have the skills to go online, the publication shall be printed and distributed not only in the homeland but also in places all over the world with sizeable concentration of Filipino expatriates.

Section 2. Editorial Policy. The editorial policy and the operations of the publication shall be guided by the principles, purposes, and objectives of the Alliance. It shall have an Editorial Board to be composed of the Chairman of the Global Board of Trustees who will be the Honorary Chair; the President as Chairman; the editor-in-chief of the publication, who shall be the Executive Co-Chair of the publication; the executive officers of the corporation as members subject to their appointment by the Board and; all regional vice presidents. Provided, however, that the Third Vice President for Youth Affairs, Education and Information shall be the ex-officio Vice Chair of the Editorial Board.

Major editorial policies shall be submitted to the Global Board of Trustees for approval.

Section 3. Expenses. Depending on the availability of funds, the Board of Trustees may authorize the payment of honoraria to the Editor in Chief and other staff members of the publication, upon the recommendation of the Editorial Board.

Operational expenses for the periodical shall be charged against any available corporate or project funds earmarked for the purpose as may be authorized by the Board, without prejudice to future cost recovery measures which may include solicitation from selected and Board-approved sponsors and/or selling at minimal prices.

ARTICLE XIII. BOARD OF ADVISORS

SECTION 1. ELECTION AND COMPOSITION. The Board of Trustees – upon the recommendation of the Executive Committee and with the concurrence of the Nominating Committee - shall select the members of the Board of Advisors whose primary functions will

be to advise, assist and support the Corporation in the pursuit of its mission; in the implementation of its projects; and in achieving its goals and objectives.

The members of this advisory body shall elect from among themselves a chairperson who will preside in their meetings. A member may serve for as long as he wishes. He may resign from his position by submitting a formal letter of resignation to the chair of the Board of Advisors who shall then relay the information to the Board of Trustees of the Corporation.

The Secretary General of the Corporation shall act as the concurrent secretary of the Board of Advisors. The President and the Secretary General shall provide administrative support to the meetings of the Board of Advisors. (In the interim while this Amended Articles of Incorporation and Bylaws is awaiting issuance by the Securities and Exchange Commission of a certification that the same are not inconsistent with the Corporation Code, the Board of Trustees may authorize the organization of a Board of Advisors to be composed of members and/prospective members of the corporation. This body shall perform purely advisory functions and can be abolished at any time by the Board of Trustees).

ARTICLE XIV. CORPORATE RECORDS, REPORTS AND SEALS

Section 1. Minutes of the Meeting. The Corporation shall keep at its principal office - or at such other place as the Board of Trustees may order - a book of the minutes of all the meetings of the Board of Trustees, the members, and all the committees. The minutes of all meetings shall have both hard and soft copies. The book shall contain such specifics as time, place, whether regular or if special, who authorized, the notice/s given, the attendees and the proceedings thereof.

ARTICLE XV. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS. Except as otherwise provided in these Bylaws, the Board of Trustees, thru a resolution, may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument for and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to enter into any contract or engagement whatsoever, for and on behalf of the Corporation.

SECTION 2. CHECKS AND NOTES. Except as otherwise specifically determined by resolution of the Board of Trustees or as otherwise required by law, all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer or Assistant Treasurer — if authorized to do so — and countersigned by the Chairman of the Corporation.

Checks above Five Hundred Dollars US ($500) - or its equivalent in Philippine peso and other currencies – duly signed by the authorized signatory and counter-signed by the Chairman shall require the signature of the Auditor. A resolution, or excerpt of a resolution justifying the disbursement and/or the original invoice, shall be attached to the check in support of the disbursement.

SECTION 6. GIFTS. On behalf of the Corporation, the Board of Trustees may accept contributions, gifts, bequests, or any assistance, whether in cash or in kind, intended for the charitable and public programs of this Corporation.

SECTION 7. CONFLICTS OF INTEREST. No personal gift or social accommodation - from any party that does business with the corporation - should be accepted by any trustee, officer or employee that would place him in a prejudicial or unethical position vis-à-vis the impartial discharge of his duties, or adversely affect the integrity and/or compromise the interest of the Corporation.

ARTICLE XVI. CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS. The Corporation shall keep at its principal offices in the National Capital Region and/or in other places that the Board may designate, hard and soft copies of all official records and documents such as, but not limited to, the following:

1) Minutes of all the meetings of the Board of Trustees, the members, and all the committees. The minutes shall contain such specifics as time, place, whether regular or, if special, who authorized, the notice/s given, the attendees and the proceedings thereof;

2) Adequate and correct books and records of account, including a list of its properties and business transactions, assets and liabilities, receipts, disbursements, gains and losses; and

3) A copy of the Corporation's Articles of Incorporation and Bylaws – with the latest amendments - which shall be open for inspection by the Board of Trustees at reasonable times during office hours.

SECTION 2. CORPORATE SEAL. The Board of Trustees may adopt, use and alter a corporate seal which shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. TRUSTEES' INSPECTION RIGHTS. Every trustee shall have absolute right to inspect and copy all books, records and documents of every kind at any reasonable time; and to inspect the physical properties of the Corporation.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS. Any inspection under the provisions of this Article may be made in person by a Trustee or by his agent or attorney. The right to inspection includes the right to copy and make extracts.

SECTION 5. ANNUAL REPORT. The Board shall have up to one hundred and twenty (120) days after the close of the fiscal year to furnish all Trustees and Members of the Corporation with hard and soft copies of the Annual Report, which shall contain the following information in appropriate detail: a) A comprehensive Statement of Assets and Liabilities of the Corporation as of the end of

the fiscal year;

b) The principal changes in the assets and liabilities;

c) A Statement of Gross Revenues or receipts, regardless of source or specific purpose;

d) A comprehensive Statement of Expenses and Disbursements of the Corporation; and

e) Any information required by Section 6 of this Article.

The Annual Report shall be accompanied by a Certificate of Audit from independent accountants or, in the absence thereof, a certificate from the Corporation's Auditor certifying that it was prepared without audit from the books and records of the Corporation.

SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS. This Corporation shall have up to one hundred and twenty (120) days after the close of its fiscal year within which to send by mail or deliver by courier to all Trustees and Members a statement that briefly describes the amount and circumstance of any indemnification in which the Corporation and/or its subsidiary, if any, was a party.

However, such statements will be required only for transactions involving more than Five Hundred Thousand Pesos (P500,000); transactions with the same party involving an aggregate of more than Five Hundred Thousand Pesos (P500,000), and; except for those that were approved by the members pursuant to the provisions of the law, advances or indemnifications aggregating more than Ten Thousand Pesos (P10,000) paid to any Trustee or officer during the fiscal year under review. .Any statement required by this Section shall have as addendum a summary containing the name of the person involved; a brief description of the person interested in such transaction; the person's relationship to the Corporation; the nature of his interest in the transaction, and; where practical, the amount of such interest. Provided, however, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership may be stated.

ARTICLE XVII. FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION. The fiscal year shall begin on July 1 and end on June 30 of the following year.

ARTICLE XVIII. SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS. No person – whether connected with this Corporation as trustee, officer, member, employee, or any private individual - shall ever receive any of the net earnings or pecuniary profits derived from the operations of the Corporation. However, this provision shall not prevent payment of reasonable compensation to any such person for services performed in effecting any of the Corporation's public or charitable purposes; provided, that such compensation is permitted by these Bylaws and is fixed by resolution of the Board of Trustees. No such person or persons shall be entitled to share in the distribution - nor shall receive any - of the corporate assets on the dissolution of the Corporation. All members of the Board of Trustees shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation - whether voluntarily or involuntarily - the assets of the Corporation shall be distributed as required by the Articles of Incorporation of this Corporation, after all debts have been satisfied and not otherwise.

ARTICLE XIX. GOVERNING LAWS

SECTION 1. CONFORMITY. This Corporation and its Bylaws shall be subject to the provisions of the Corporation Code of the Philippines, and other laws impinging on the operations and behavior of groups and individuals in the Internet, as well as the applicable provisions of Public and Private International Law.

SECTION 2. AMENDMENT. These Bylaws may be altered, amended or repealed by resolution of the Board. Provided, however, that such alteration/s, amendment/s or repeal is/are approved by at least a majority of the Trustees then in office and ratified by at least two-thirds of the general membership of the Corporation worldwide.

SECTION 3. CONSTRUCTION. As used in these Bylaws:

(a) The masculine gender includes the feminine and neuter.(b) The word “shall” is mandatory and the word “may” is permissive.

(c) The words “Trustees” and “Board,” in relation to any power or duty requiring collective action, mean “Global Board of Trustees”

(d) “Association”, “Alliance”, and “Corporation” refer to the “Worldwide Filipino Alliance, Inc.”

ARTICLE XXI. EFFECTIVITY

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Amended Articles of Incorporation and Bylaws of the Corporation named in the title thereto and that such Bylaws were duly adopted by the Global Board of Trustees of said Corporation and ratified by its Members on the dates set forth. Should the Securities and Exchange Commission find that some provisions of this Amended Articles of Incorporation and Bylaws are contrary to the provisions of the Corporation Code, such findings shall not invalidate the other portions of the document as they apply to the Corporation.

Dated: ___________________ ____________________, Secretary