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Bylaws

ASSOCIATION OF FORMER EMPLOYEES
OF THE ASIAN DEVELOPMENT BANK
(AFE–ADB)

BYLAWS

 

ARTICLE I:  PURPOSE

The Association of Former Employees of the Asian Development Bank (the “AFE–ADB” or the “Association”) has been established to promote and protect the interests of AFE–ADB members: to facilitate communication and interaction among AFE–ADB members and between these members and current staff of the Asian Development Bank (ADB); to keep AFE–ADB members informed about the activities of the Association and ADB; and to organize desirable social, cultural, educational or similar activities for AFE–ADB members.

 

ARTICLE II:  OFFICES AND CHAPTERS

Section 1.  Principal Office.  The principal office of the Association shall be located within the premises of ADB in Manila, Philippines, with such support as is provided by ADB.  The Association may have such other offices, whether within or outside the Philippines, as the Association’s activities may require from time to time.

Section 2.  Chapters.  (a) The AFE–ADB members in any member country of ADB may establish their own Chapter of the Association for the purposes of coordination with the Association and to provide a forum for AFE–ADB members to discuss policy and other issues relevant to the Chapter. 

(b)  Where an ADB member country is relatively large and/or has numerous AFE–ADB members, and the AFE–ADB members in such a member country prefer to be divided into units for the purpose of coordination with the Association, they may establish two or more Chapters in a manner convenient to them.     
 
(c)  Where it is more convenient to group two or more ADB member countries in the same region (such as Europe) for the purpose of coordination with the Association, AFE–ADB members in such a region may establish a Chapter in a manner convenient to them.  

(d)  All chapters shall function within their respective geographical areas for purposes consistent with those of the Association.

(e) Each of the chapters shall elect or appoint from among its members a coordinator to coordinate the activities of the Association within its own country, area, or region, as the case may be, and to represent in the Association the members of its Chapter, all pursuant to the relevant provisions of these Bylaws.  The procedure for election or appointment of any such Coordinator shall be decided by the members of the relevant chapter.

(f)  The term “Chapter” is used herein to refer to any Chapter of the Association provided for in the foregoing provisions of this Article II, and the term “Coordinator” is used herein to refer to a coordinator of any Chapter provided for in paragraph (e) above of this Section 2. 



ARTICLE III:  MEMBERSHIP

Section 1. Eligibility. Membership in the Association is open to (i) all former ADB personnel, including Executive Directors, Alternate Directors, and their staff members; and (ii) all widows, widowers, or surviving partners of such personnel.  Membership in the Association is not transferable or assignable.

Section 2. Membership Application. Persons eligible for AFE–ADB membership shall become members upon filing a written application with the President of the Association (the “President”) in such form as determined from time to time by the President based on the relevant provisions of these Bylaws.  However, the widow, widower, or surviving partner of a deceased AFE–ADB member shall succeed automatically to the AFE–ADB membership of that deceased member.

Section 3. Termination of Membership. (a) The Chairperson of the Association (the “Chairperson”) may terminate the membership of any AFE–ADB member who has failed to pay dues required under these Bylaws.

(b)  Any AFE–ADB member may resign from the Association by filing a written resignation with the President; however, such resignation will not relieve the resigning member of the obligation to pay any outstanding dues and other charges that have accrued prior to the resignation.  The membership of a resigned AFE–ADB member may be reinstated upon filing a written request for reinstatement with the President. 

 

ARTICLE IV:  MEETINGS OF THE ASSOCIATION

Section 1. Annual Meeting. An annual meeting of the Association shall be held each year in conjunction with the annual meeting of ADB with such support as is provided by ADB.  The purposes of such an annual meeting include presenting operational and fiscal reports and transacting such other business as presented for the meeting in conformity with the provisions of these Bylaws.

Section 2. Special Meetings. Special meetings of the Association shall be called by the Chairperson at the request of (i) not less than five percent (5%) of the total AFE–ADB members, or (ii) not less than one third by number of all Coordinators, or (iii) a majority of the officers of the Association. Such a special meeting may be held at such place as is designated by the Chairperson. 

Section 3. Notice of Meeting. Written notice of an annual or special meeting of the Association, stating the place, the day, the hour, and the proposed agenda of the meeting, shall be provided by the President by e-mail, postal mail, or fax, to each AFE–ADB member not less than 45 days before the date of the meeting. The proposed agenda so provided to the members may be changed subsequently when the circumstances so warrant.

Section 4.  Conduct of Meeting.  A meeting of the Association may be conducted in such manner as is decided by the Chairperson in consultation with the participants in the meeting. 

Section 5. Consideration of Major Policy Issues(a) Notwithstanding the other provisions of this Article, and subsequent to consideration by the Executive Committee established pursuant to Article VII (the “Executive Committee”), any proposal regarding a major policy issue shall be decided by AFE–ADB members by means of a ballot sent to all AFE–ADB members and conducted in a manner similar to the procedures set out in Section 5 of Article X.

(b) For the purposes of this Section, a “major policy issue” includes any proposal, procedure, or matter that may affect the rights or benefits of the members of the Association and includes any amendments to the Bylaws and any changes regarding Association dues.

 

ARTICLE V:  OFFICERS AND COUNTRY COORDINATORS

Section 1.  Officers. (a) (i) The officers of the Association shall consist of the Chairperson, the President, the Vice President, the Treasurer, and the Assistant Treasurer, who will comprise the Executive Committee. These officers of the Association shall be elected from among the AFE–ADB members in accordance with the procedure set forth in Article VI.

(ii) If a vacancy occurs in any such office, other than Chairperson, because of death, resignation, or otherwise, the Chairperson may appoint a member of the Association to temporarily serve in such office until the successor shall have been duly elected, and in case of a vacancy in the Chairperson, the President may serve as Acting Chairperson until the successor shall have been duly elected.
 
(iii) The term of an officer of the Association shall be four (4) years; however, each officer upon expiry of his/her term may remain in office until his/her successor shall have been duly elected; and where circumstances warrant, the Chairperson, upon the recommendation of the Executive Committee, may extend the term of an officer of the Association up to a maximum of two (2) additional years to avoid simultaneous elections of officers of the Association. 
 
(iv)  In addition to the regular officers of the Association provided for in this Article V, temporary officers as needed for the operation of the Association may be appointed by the Chairperson upon the recommendation of the President.  The term “officers of the Association,” wherever used in these Bylaws, does not include any such temporary officers unless the context clearly requires otherwise.
 
(b) The Chairperson shall preside at all meetings of the Association (exclusive of meetings of Coordinators) and the Executive Committee.  The particular duties of the Chairperson include, inter alia:
  • to supervise or direct the work of the President (Article V, Section 1(c); Article VIII; Article IX, Section 2; Article X, Section 4); 
  • to appoint a member to temporarily serve in a vacant office of the Association (Article V, Section 1(a)(ii));
  • to appoint temporary officers of the Association (Article V, Section 1(a)(iv));
  • to appoint a returning officer and a scrutineer for the election of officers (Article VI, (a));
  • to constitute a committee or subcommittee for the performance of a particular task and to appoint AFE–ADB members to such committee or subcommittee (Article VIII, General);
  • to accept a donation or bequest made to the Association (Article IX, Section 5);
  • to call a special meeting of the Association (Article IV, Section 2); and
  • to terminate the membership of an AFE–ADB member (Article III, Section 3(a)).
(c)  The President shall act as the chief administrator of the Association under the supervision of the Chairperson; shall be responsible for the day-to-day operations of the Association, and shall perform, in consultation with the Chairperson, Executive Committee, and Coordinators, as the case may require, such other functions as are necessary to attain the purposes of the Association.  The particular duties of the President include, inter alia
  • to preside at any meeting when the Chairperson is unavailable to preside at any such meeting,
  • to keep AFE–ADB members informed of the activities of the Association,
  • to liaise with ADB staff on matters of interest to AFE–ADB members,
  • to keep and maintain the records of the Association,
  • to schedule and organize meetings of the Association under the direction of the Chairperson, and 
  • to enter into or perform any contract for the Association under the direction of the Chairperson.  
(d) The Vice President shall provide to the President such support as is needed and shall act for the President in her/his absence. 
 
(e)  The Treasurer shall be responsible for full and accurate accounting of receipts and disbursements for the Association, maintaining and depositing the funds of the Association; preparing documents on matters relating to the Association’s financial policies, budgets, and other financial matters; and corresponding with ADB, members of the Association, and Coordinators on such matters, as necessary.

(f) The Assistant Treasurer shall provide to the Treasurer such support as is needed for the efficient management of the financial affairs of the Association and shall act for the Treasurer in her/his absence.

Section 2.  Coordinators.  (a)  A Coordinator shall serve for such term as is decided by the relevant Chapter.  Upon being elected or appointed, the Coordinator shall promptly notify her/his election or appointment to the President.     
 
(b) Coordinators may provide views, comments, and advice to the Executive Committee and, in particular, convey their Chapters’ views to the Executive Committee. Coordinators shall also convey to any officers of the Association the views or comments that their Chapter members may have on the activities of the Association.  Any such views or comments shall be taken into account by the officers of the Association in the conduct of the activities of the Association.  
 
(c)  A meeting of Coordinators shall normally be held in conjunction with an annual meeting of the Association under the chairmanship of the President.  Section 3 and Section 4 of Article IV concerning meetings of the Association shall apply mutatis mutandis to meetings of Coordinators; in this connection, the word “Chairperson” in Section 4 of Article IV shall be deemed as referring to the President in the case of a meeting of Coordinators.
 
Section 3. Remuneration. Officers of the Association and Coordinators are not entitled to receive any remuneration for their service for the Association except that officers of the Association may receive reimbursement for expenses incurred by them in the conduct of the activities of the Association where the expenses incurred are considered necessary and reasonable.  The expenses reimbursed under this provision shall be presented to the next meeting of  Coordinators for purposes of review and discussion. 
 
Section 4. Personal Liability. No officer of the Association or any Coordinator shall be personally liable to the Association or its members for damages for breach of any duty owed to the Association or its members except where such breach of duty is due to her or his willful misconduct or gross negligence.

 

ARTICLE VI:  PROCEDURE FOR ELECTION OF OFFICERS

Section 1. The officers of the Association provided for in Section 1(a) of Article V shall be elected by the AFE–ADB members in accordance with the procedure set forth below:

(a)  At least sixty (60) days before the expiry of the term of an officer, or in the event of death or resignation of an officer (or any similar cause), and in consultation with the Executive Committee, the Chairperson, or in the event of his or her incapacity, the President, shall appoint a returning officer who shall conduct the election in accordance with the voting method described in this Article. The returning officer shall be an AFE member not already holding an office of the Association. In addition, the Chairperson or, in the event of her or his incapacity, the President shall also appoint a scrutineer (also an AFE–ADB member) who shall observe the work of the returning officer. The returning officer shall initiate the procedure for the election of a successor by seeking nomination of candidates.  The notice seeking nomination of candidates shall specify the nomination period, which shall be reasonable, and shall be communicated to all AFE–ADB members.

(b) Any AFE–ADB member may, within the specified nomination period, nominate herself or himself or another AFE–ADB member for the office to be filled by the election, by communicating such nomination to the returning officer together with the nominee’s résumé and a statement from the nominee indicating her or his acceptance of the nomination. 
 
(c) Where there is only one candidate for an office, the candidate shall be deemed to have been elected and voting will not be required.
 
(d) Upon the expiry of the nomination period where there is more than one candidate, the returning officer shall promptly initiate the voting process by sending to all AFE–ADB members a ballot on which all the candidates are listed, and a copy of each candidate’s résumé. The communication to the members for such purpose shall also specify the closing date for voting.
 
(e) AFE-ADB members shall vote as follows:
  1. Where there are two (2) candidates for election, each AFE-ADB member must mark the box on the ballot only against the name of that member’s preferred candidate1; and
     
  2. Where there are more than two (2) candidates for election, each AFE-ADB member must write “1” in the box on the ballot beside the candidate of that member’s first choice, “2” in the box on the ballot beside the candidate of that member’s second choice and so on for each candidate listed on the ballot.
(f) The election of an officer based on the voting method described in paragraph (e) above of this Article shall be decided as follows:
  1. Where there are two (2) candidates for election, the winner shall be the candidate with an absolute majority of votes, consisting of more than 50% of the total number of votes cast.
     
  2. Where there are more than two (2) candidates for election, a primary round of counting shall be conducted, in which all votes received shall be counted according to the first preference given by each voter, i.e., one vote shall be counted for the first choice candidate indicated in each ballot. If at that stage each candidate is found to hold less than half the number of ballots, the candidate with the fewest first choice votes shall be eliminated from the vote counting process, and the second choice votes indicated in the ballots for the eliminated candidate shall be redistributed to the respective candidates not yet eliminated. A second round of counting shall follow, and the runoff process shall be repeated, with all ballots being considered in every round, until there is a winner with an absolute majority, consisting of more than 50% of the total number of votes cast. If a candidate is found to hold more than 50% of the total votes in the very first round of counting, that candidate shall already be the winner, since further eliminations would not result in a different candidate being elected. 
(g) Immediately after the closing date for voting, the returning officer shall (i) compile all the votes and other related communications received, (ii) determine the candidate elected in accordance with the provisions of paragraph (f) above of this Article, (iii) check whether the scrutineer agrees with the results and endeavor to resolve any differences, and (iv) announce the results of the election to all AFE–ADB members.
 
(h) If no candidate is elected pursuant to the foregoing election procedure, the returning officer shall seek fresh nominations, which may include any earlier nominees, and the election procedure shall be repeated as described in this Article.
 
(i) All communication among the Chairperson, President, returning officer and AFE–ADB members under the foregoing election procedure may be done by means of e-mail, postal mail, or fax.
 
(j) All officers of the Association elected prior to the adoption of the foregoing election procedure may remain in office for the term for which they were elected, and any officer of the Association may be re-elected for any office without any restriction.

 

ARTICLE VII: EXECUTIVE COMMITTEE

Section 1. Composition of the Executive Committee. (a) For the purpose of good governance of the Association, an Executive Committee will be established consisting of the following members:

the Chairperson 
the President
the Vice President
the Treasurer
the Assistant Treasurer

(b) If the Executive Committee constituted under Section 1(a) does not include a former ADB national officer or administrative officer residing in Manila, the Executive Committee members may appoint such a former officer as an additional member of the Executive Committee. Such a nominee shall remain a member of the Executive Committee until the next subsequent election of an officer of the Association.

(c) As circumstances warrant, the Chairperson, in consultation with the Executive Committee, may appoint an individual to act as the Secretary to the Executive Committee to attend to legal, procedural, and record-keeping responsibilities.

Section 2. The Role of the Executive Committee. The Executive Committee will provide a forum for officers of the Association to discuss the management of the Association and to ensure that executive decision-making is open, transparent, and made in the best interests of the Association. Among other things, the Executive Committee will consider issues that affect, or may affect, members of the Association; formulate strategies and responses for dealing with such issues; consult with Coordinators on such issues, as appropriate; and keep the members of the Association informed of such issues and the actions taken, or to be taken, to deal with such issues.

Section 3. Coordinators to Advise the Executive Committee. The Executive Committee, in the performance of its duties, shall consult with the Coordinators on policy matters affecting the AFE–ADB members. For this purpose, the Executive Committee will keep the Coordinators informed of its deliberations in a timely manner and will invite comments and inputs from Coordinators, as may be required on major matters being considered by the Committee. Such inputs from the Coordinators may be provided in person or by mail, e-mail, or fax.

Section 4. Meetings of the Executive Committee. The Chairperson or, in the absence of the Chairperson, the President, will chair meetings of the Executive Committee. The Executive Committee will usually convene in Manila and the quorum for its meetings shall be three members present in person or attending by telephone or video conference. Decisions by the Executive Committee will be made by consensus; however, where necessary, decisions may be made by majority decision, with the chairperson of the meeting of the Executive Committee having a casting vote in the event of a tied vote. The Executive Committee will keep a record of its deliberations and provide a summary of its activities for the year in the President’s report.

 

ARTICLE VIII:  COMMITTEES AND SUBCOMMITTEES

Section 1. General. Separately from the special committees provided for in these Bylaws, the President, with the concurrence of the Chairperson, based on the recommendation of the Executive Committee, may constitute a committee or subcommittee for the performance of a particular task for the Association and may appoint AFE–ADB members to such committee or subcommittee by prescribing their terms of reference.

Section 2. Standing Committees. In addition to any special committees constituted under Section 1, the following standing committees are constituted to perform the following tasks for the Association:

(a) Standing Committee on Pensions—this committee will monitor, discuss, and propose communications to ADB on any matters relating to pensions payable, paid, or to be paid to former ADB personnel.

(b) Standing Committee on Health, Long-Term Care, and Life Insurance Benefits—this committee will monitor, discuss, and propose communication with ADB on any matters relating to health, long-term care, and life insurance made available or to be made available to former ADB personnel through ADB.

(c) Standing Committee on Publications—this committee will be responsible for the design, content, and publication of all AFE–ADB publications through print and electronic means.

ARTICLE IX:  FINANCIAL MATTERS

Section 1.  Membership Dues.  Applicants for membership will pay an initial, one-time membership fee, and all AFE–ADB members will pay annual dues. The membership fee and the annual dues will be approved from time to time by the AFE–ADB members by means of a ballot sent to all AFE–ADB members and conducted in a manner similar to the procedures set out in Section 5 of Article X.

Section 2.  Checks, Drafts, Etc.  All checks, drafts, notes, orders for payment of money, and other similar instruments to be issued in the name of the Association shall be signed by any two of the President, Vice President, Treasurer, and Assistant Treasurer.  However, the Chairperson may make different arrangements for the authority to sign any such instrument where the Chairperson deems it necessary under the circumstances.

Section 3. Deposits. All funds of the Association shall be deposited to the credit of the Association in such a bank or depository as is determined by the President and the Treasurer.

Section 4. Disposal of Earnings. Any earnings of the Association shall accrue for the exclusive benefit of the Association, and not for any officers or members of the Association.

Section 5. Donations. The Chairperson on behalf of the Association may accept any donation or bequest made to the Association.

Section 6.  Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

 

ARTICLE X:  OTHER PROVISIONS

Section 1.  Books and Records. The President and the Treasurer shall keep at the principal office of the Association correct and complete books and records covering such matters as the Association’s members, activities, and finance, including minutes of the proceedings of meetings of the Association, the Executive Committee, Coordinators, and any committee or subcommittee.  The books and records of the Association may be inspected by Coordinators or their designated representatives at any reasonable time.

Section 2.  Notice.  Whenever any notice is required to be given to any party under the provisions of these Bylaws, a written waiver thereof signed by such party, whether before or after the time the notice is to be given, shall be deemed equivalent to the giving of the notice.

Section 3.  Restrictions on the Activities of the Association.  The Association shall not carry on any propaganda of a political or religious nature or participate or intervene in any political or religious activities.

Section 4.  Compliance with Bank Regulations.  The President, in consultation with the Chairperson, shall obtain from ADB the privilege of using its facilities for the Association and its officers to such extent as is agreed upon with ADB. In consideration of the facilities so provided by ADB, the Association and its officers shall ensure that ADB’s rules and regulations pertaining to the use of such facilities are fully complied with.  For any failure to comply with these rules and regulations, the Chairperson may take such remedial action as is deemed appropriate.

Section 5.  Amendment of Bylaws. Any provisions of these By-Laws may be amended or repealed with the approval of the AFE–ADB members in accordance with the procedure set forth below:

  • The President (or the Vice President acting pursuant to this Section in the absence of the President) shall seek the approval of AFE–ADB members of a proposed amendment of the bylaws by sending to all AFE–ADB­­ members a ballot on which members shall indicate either their approval or disapproval of the amendment. The President’s communication in seeking the members’ approval of the amendment shall also specify the closing date for members to return their ballots. To indicate either their approval or disapproval of the amendment, members shall write either “YES” or “NO” in the respective boxes provided on the ballots.
  • An amendment to the by-laws shall be deemed to have been approved by the AFE–ADB members, based on the procedure described in paragraph (a) if an absolute majority, consisting of more than 50% of the total number of completed ballots returned, is in favor of the amendment.
  • Immediately after the closing date, the President shall (i) compile all the responses as indicated on the ballots; and (ii) determine the result (i.e., whether the proposed amendment to the Bylaws has been approved in accordance with the provision of paragraph [b]).
  • All communication between the President and AFE–ADB members under the foregoing procedure may be done by means of e-mail, postal mail, or fax.

Section 6.  Dissolution of the Association.  The Association may be dissolved with the approval of its members to be adopted at a meeting of the Association by way of a resolution recommended by the Executive Committee and passed by more than fifty percent (50%) of the total AFE–ADB members, with members voting either in person at the meeting or by proxy.  Prior to any such dissolution of the Association, the President shall prepare a plan for disposal of the assets of the Association and present it to the meeting of the Association where the dissolution of the Association is to be considered.

 


1The “mark” on the ballot may consist of any distinguishing writing on the ballot that clearly identifies the preferred candidate, including “1”, a check mark or an “X”; for the avoidance of doubt, the box against the name of the other candidate should be left blank. 
 

______________________

Approved:             28 February 2006
1st Amendment:   24 April 2013      
2nd Amendment:  28 November 2016