FYLPRO 2021 FAQs on BOD Appointments
Frequently Asked Questions
Last month, the FYLPRO Board of Directors voted to approve the appointment of 5 new directors including a secretary to serve through 2021.
After the elections were held in November 2020, 9 alumni ran for FYLPRO executive committee and board of directors. We typically have up to 15 board members.
With another event-filled year ahead, President Louella Cabalona moved to make several appointments to fill out the rest of the vacant board positions - open to all and not just alumni of the FYLPRO immersion program - in order to bring in outside perspective and a diverse set of expertise in its leadership.
An open call for Board of Directors nominations was posted on February 3 both internally and externally.
All 5 of these directors are non-alumni. Under FYLPRO’s current bylaws, these appointments are permissible pending approval by the Board of Directors.
During this process, questions regarding who is qualified to be on the board and the definition of who is a member were brought to our attention.
Our current bylaws leave room for interpretation, so the following is a guide to the events and resolutions leading up to these appointments and what comes next: clarifying and defining who is a member, a board of director, and ex officio member.
View FYLPRO Bylaws: FYLPRO Bylaws 2020
View Bylaws meeting minutes: 2021_02_15 ByLaws Committee Meeting Minutes
View Resolution to fill vacancies in the board of directors: CR021-005 RESOLUTION TO FILL THE VACANCIES IN THE BOARD OF DIRECTORS FOR FISCAL YEAR 2021
Who can be FYLPRO Members?
Currently as stated in our bylaws:
1) Alumni - If you go through immersion, you are automatically part of FYLPRO alumni; All alumni are members of the corporation.
2) Members in Good Standing (Active Alumni Members) who pay $100 dues and can vote/run for office at general elections;
Can Non-Alumni Run for Office?
Historically, non alumni can run for office. Since our incorporation in 2015, we have always had Directors who are not alumni. For the most part, they were allowed to run in the general elections when the number of alumni running is less than the total number of seats available in that year.
Also, non-alumni Board of directors can be appointed to fill vacancies throughout the year through any cause as stated in our ByLaws Section 6.8.
Do we have new Directors for FYLPRO?
Yes. Five individuals, Jean Gavina, Alvin Adriano, Mithi Aquino-Thomas, Annalisa Burgos, Bryan Ramos who are now part of the FYLPRO Board for 2021. After rigorous interviews with our President and a review of their credentials by the Board, they were confirmed by the Board of directors on March 1, 2021.
What is the purpose of Resolution CR021-005?
To clearly state that we are allowing non alumni to fill Board of Director positions through appointment in 2021.
And to also address the inconsistency of having non alumni Board of Directors who are not eligible to become members of the corporation by virtue of them not having undergone the immersion program.
How are we addressing the inconsistency of having Board of Directors who are not members?
The CR021-005 states a change in the bylaws to be ratified by the general membership in the next general meeting or a special meeting to consider any serving Board of Director as member of the corporation and to generally allow any person who pays annual dues as a member of the corporation.
Proposed change from Bylaws committee: Amend the existing bylaws to reflect that non alumni can run for board positions. The current language does not reflect that non alumni can run for office during the general election, but the bylaws committee recommends amending 3.1 so that the bylaws expand membership.
Recommendation for section 3.1: Add non alumni board members.
Are Board of Directors required to pay annual dues?
No. Their Give-Get of $1000 for the fiscal year includes the $100 annual membership dues. In the same way, non-alumni board of directors are not required to pay annual dues.
Who are ex-officio board members?
Currently there is no mention of ex-officio board members in the bylaws. But we do have have two, in the person of Joanna Duarte from Ayala Foundation, Inc and Darell Artates from the Department of Foreign Affairs. They are considered board members by virtue of their positions in our respective partner organizations. There is no expectation for them to contribute $100 dues or give get.
Recommendation by Bylaws committee:
- Section 6.1. “Number” changed to Composition: (d) Non alumni may run for board of director positions.
- Any future memorandum of understanding (MOU) should explicitly mention ex-officio members.
Adding subsection (c): Ex-Officio members can exercise all voting rights. Definitions can include “who holds the role as a result of their status” Ex-Officio can serve on the board
What happens next?
There is a FYLPRO townhall for March 25 at 9pm ET. More information to come. At this meeting, we will discuss the state of FYLPRO, membership drive, this year’s programming and the resolution to amend bylaws to clarify members and board of directors.
A special meeting will be held sometime in Q2 in order for members in good standing to vote and ratify these proposed changes.
Who can vote in this special meeting?
FYLPRO members are in good standing.
Members who are in good standing means they’ve paid their dues ($100) and can vote to ratify these changes.