UNITED ARCHITECTS OF THE PHILIPPINES

The Integrated and Accredited Professional Organization of Architects

PROPOSED
NEW UAP BYLAWS

PROPOSED NEW UAP BYLAWS

12 OCTOBER 2015
 PROPOSED NEW UAP BYLAWS

Table of Contents

ARTICLE I ORGANIZATION 1

SECTION 1.0 NAME 1

SECTION 1.1 DOMICILE 1
SECTION 1.2 PURPOSES AND OBJECTIVES 1
SECTION 1.3 DOMAIN 2

ARTICLE II INSTITUTIONAL BODIES 2

SECTION 2.0 THE COLLEGE OF FELLOWS (COF) 2

2.01 The College of Fellows 2
2.02 Purpose 2
2.03 Policy Manual 2
SECTION 2.1 COUNCILS 2
2.11 Councils 2
2.111 Professional Development Council (PDC) 2
2.112 Ethics Council (EC) 2
2.113 Long Range Planning Council (LRPC) 2
2.114 Commission on Elections (COMELEC) 2
2.115 Ways and Means Council 2
2.12 Composition of Council 3
2.13 Policy Manual 3

ARTICLE III MEMBERSHIP 3

SECTION 3.0 QUALIFICATIONS 3

SECTION 3.1 MEMBERS IN GOOD STANDING 3
SECTION 3.2 REGISTRATION 3
SECTION 3.3 CATEGORIES 3
3.311 Charter Member 3
3.312 Member Emeritus 3
3.313 Honorary Member 3
SECTION 3.4 RIGHTS, PRIVILEGES, DUTIES and RESPONSIBILITIES 4
3.41 Rights and Privileges 4
3.42 Duties and Responsibilities 4
SECTION 3.5 SUSPENSION AND REMOVAL OF MEMBERSHIP 4
SECTION 3.6 REINSTATEMENT OF MEMBERSHIP 4

ARTICLE IV GEOGRAPHICAL AREAS 5

SECTION 4.0 PURPOSE AND OBJECTIVES 5

SECTION 4.1 COMPOSITION 5
SECTION 4.2 AREA ORGANIZATION 5
4.21 Domain 5
4.22 Authority and Duties of Area Organizations 5
4.23 Geographical Area Distribution 5
4.231 Area A (Northern Luzon) 5
4.232 Area B (NCR-A) 5
4.233 Area C (NCR-B) 5
4.234 Area D (Southern Luzon) 5
4.235 Area E (Western Visayas) 6
4.236 Area F (Eastern Visayas) 6
4.237 Area G (Northern Mindanao) 6
4.238 Area H (Southern Mindanao) 6
4.239 Area I (International Chapters) 6

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 4.23 Area Coordination 6

SECTION 4.3 CHAPTER ORGANIZATION 6

4.31 Domain 6
4.32 Authority and Duties of Chapter Organization 6
SECTION 4.4 POLICY MANUAL ON AREA AND CHAPTER ORGANIZATIONS 6

ARTICLE V FINANCES 7

SECTION 5.0 FISCAL YEAR 7

SECTION 5.1 DUES AND OTHER FEES 7
5.11 Initial Membership Fee 7
5.12 National Annual Membership Dues 7
5.13 Chapter Annual Membership Dues 7
5.14 Chapter Annual Fee 7
5.15 Reinstatement Fee 7
SECTION 5.2 FINANCIAL MANAGEMENT AND CONTROL 7
5.21 Annual National Budget 7
5.22 Fund Generation 7
5.23 UAP Assets 7
5.24 Expenditures 8
5.25 Independent Audit 8
5.26 Apportionment of Annual Membership Dues 8

ARTICLE VI NATIONAL BOARD OF DIRECTORS 8

SECTION 6.0GENERAL DUTIES AND RESPONSIBILITIES 8

SECTION 6.1 COMPOSITION 9
6.11 Six (6) Executive Officers
6.12 Nine (9) National Area Directors
SECTION 6.2 QUALIFICATIONS 9
SECTION 6.3 TERM OF OFFICE 10
SECTION 6.4 MEETING 10
SECTION 6.5 QUORUM 10
SECTION 6.6 REMOVAL 10
SECTION 6.7 VACANCY 10

ARTICLE VII NATIONAL EXECUTIVE OFFICERS 10

SECTION 7.0 NATIONAL EXECUTIVE OFFICERS 10

SECTION 7.1 TERM OF OFFICE 10
SECTION 7.2 DUTIES AND RESPONSIBILITIES 11
SECTION 7.3 VACANCY 13

ARTICLE VIII NATIONAL COMMITTEES 14

SECTION 8.0 NATIONAL COMMITTEES 14

8.01 Creation 14
8.02 National Committees 14
8.03 National Committee Composition 14
8.04 National Committee Meeting and Reports 14
SECTION 8.1 SPECIAL AND AD-HOC COMMITTEES 14

ARTICLE IX ELECTIONS 14

SECTION 9.0 NATIONAL ELECTIONS 14

ARTICLE X ANNUAL BUSINESS MEETINGS 15

SECTION 10.0 NATIONAL CONVENTION AND ANNUAL BUSINESS MEETING 15

SECTION 10.1 SPECIAL MEETINGS 15
SECTION 10.2 NOTICES 15

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SECTION 10.3 QUORUM 15
SECTION 10.4 CONDUCT OF MEETING 15

ARTICLE XI NATIONAL ADMINISTRATION 15

SECTION 11.0 OFFICE ADMINISTRATION 15

SECTION 11.1 EXTERNAL CONSULTANTS 15

ARTICLE XII RESTRICTIONS ON THE USE OF UAP’S INTELLECTUAL PROPERTY 16

Section 12.0 RESTRICTIONS 16

.
ARTICLE XIII AMENDMENTS 16

SECTION 13.0 PROCEDURE FOR AMENDMENTS 16

ARTICLE XIV FINAL PROVISIONS 16

SECTION 14.0 INDEMNIFICATION 16

SECTION 14.1 POSITIONS HONORARY 16
SECTION 14.2 SEPARABILITY CLAUSE 16
SECTION 14.3 REPEALING CLAUSE 16
SECTION 14.4 POLICY MANUAL 17
SECTION 14.5 EFFECTIVITY 17

ARTICLE XV TRANSITORY PROVISIONS 17

SECTION 15.0 TRANSITION OF THE NATIONAL BOARD OF DIRECTORS 17

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as of October 12, 2015

PROPOSED NEW UAP BYLAWS

ARTICLE I
ORGANIZATION

SECTION 1.0 NAME

1.01 The name of this organization shall be the “UNITED ARCHITECTS OF THE
PHILIPPINES, INC."; and for purposes of these Bylaws shall hereinafter be referred to as
“UAP”.

1.02 UAP was formed in 1975 by the voluntary integration of three national architectural
organizations, namely, the Association of Philippine Government Architects (APGA), the
League of Philippine Architects (LPA) and the Philippine Institute of Architects (PIA).

SECTION 1.1 DOMICILE

1.11 The national office of the UAP shall be at UAP National Headquarters Building, No. 53
Scout Rallos Street, Barangay Laging Handa, Diliman, Quezon City, Philippines.

SECTION 1.2 PURPOSES AND OBJECTIVES

1.21 In order to project the value and importance of the role of the architect in nation building
and public service, the UAP has adopted the following objectives:

1.211 To unite all registered and licensed architects of the Philippines;

1.212 To establish and promote the highest standards of ethical conduct and
professional excellence in the practice and service of architecture.

1.213 To advance the highest standards of the architectural education, training and
practice.

1.214 To cooperate and coordinate with other allied professions, trade and industry;

1.215 To participate in matters concerning national and regional development of the

country;

1.216 To cooperate with the Professional Regulatory Board of Architecture (PRBoA),

Professional Regulation Commission (PRC), and other government agencies in
matters concerning licensing and regulation of the profession;

1.217 To cooperate and coordinate with international organizations in the fields of

architecture, environmental design, and other fields of arts, science and
technology;

1.218 To render any lawful and appropriate assistance to any of the members;

1.219 To develop progressive ideas in architecture and environmental concerns as well

as their practical application for the welfare of the community, and

1.220 To ensure active participation of the UAP in the global context.

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SECTION 1.3 DOMAIN

1.31 The domain of the UAP shall be the Republic of the Philippines. Nothing herein shall be
regarded as precluding the UAP from maintaining international regions and chapters
outside of the Republic of the Philippines to the degree, otherwise provide to these Bylaws.

ARTICLE II
INSTITUTIONAL BODIES

SECTION 2.0 THE COLLEGE OF FELLOWS (COF)

2.01 The College of Fellows. The College of Fellows is an institution within the UAP composed
of members who have been elevated to Fellow.

2.02 Purpose. The purpose of the College is to stimulate a sharing of interests among Fellows;
to promote the purposes of the organization; to advance the profession of architecture;
and to be of ever-increasing service to society.

2.03 Policy Manual. The College shall adopt and promulgate a Policy Manual which shall set
forth the organizational management of the College that will define its policies and
procedures.

SECTION 2.1 COUNCILS

2.11 Councils. Councils are established as autonomous structures within the UAP to provide
a sense of direction, continuity, effective organizational management, programs, and
standards of accountability, policies and procedures. A Council functions with integrity,
transparency, and independence.

The following are the UAP Councils:

2.111 Professional Development Council (PDC). The Professional Development

Council is concerned with the continuing professional development, education and
training of members to update their capabilities, competence and relevance to the
times. The purpose of the PDC is to administer and implement the continuing
professional development program of the UAP.

2.112 Ethics Council (EC). The Ethics Council assures the observance of members of
the Code of Ethics and their compliance with the Standards of Professional
Practice. The Ethics Council shall take cognizance of and hear and decide cases,
motu propio, involving violations of any provisions of the UAP Bylaws and its Policy
Manuals, Code of Ethical Conduct and Standards of Professional Practice.

2.113 Long Range Planning Council (LRPC). The Long Range Plan Council crafts and
develops the long-range and short-range plans of the UAP, from where national
administrations shall base their platforms of service. The LRPC shall assure that
the plans, programs and projects developed are continued and progressively
implemented by the UAP through the succession of national administrations.

2.114 Commission on Elections (COMELEC). The Commission on Elections shall

have the exclusive power to enforce the provisions, rules and regulations, and
policies relative to the conduct of the elections.The COMELEC shall be in charge
of qualifying candidates vying for positions of leadership in the UAP and shall
assure an orderly and honest election.

2.115 Ways and Means Council. The Ways and Means Council is responsible for
exercising general oversight with respect to all revenue-generating activities of the
UAP such as Conventions, Assemblies, Conventions Exhibits, Golf Tournament
and other related activities.

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2.12 Composition of Council. Each Council shall be composed of a Chairman who must be
a member of the College of Fellows and four (4) members each of whom shall be
appointed by the National Board of Directors upon the recommendation of the National
President for a term of three (3) years.

2.13 Policy Manual. The Policies and Procedures of each Council shall be stated in the Policy
Manual.

ARTICLE III
MEMBERSHIP

SECTION 3.0 QUALIFICATIONS

3.01 All registered and licensed architects whose names appear in the Registry of the
Professional Regulation Commission (PRC) are mandated to register as Members of the
UAP.

3.02 Membership shall continue until terminated by:

3.021 Death
3.022 Resignation
3.023 As pursuant to the provisions of R.A. 9266.

SECTION 3.1 MEMBERS IN GOOD STANDING

3.11 Members in Good Standing. Every member who has paid all membership dues and all
authorized special assessments, plus surcharges owing thereon, and who is not under
suspension from the practice of architecture or from membership privileges.

SECTION 3.2 REGISTRATION

3.21 All architects qualified to be members of the UAP shall register with the organization
without delay.

3.22 Once admitted, every member shall agree to comply with these Bylaws and its Policy
Manual and to accept the rights, privileges, duties, responsibilities, obligations, and
liabilities set forth therein.

3.23 All Architect Members of the UAP who are resident in the Philippines are assigned
membership in a Chapter.

3.24 Architect members who reside or have their principal place of business outside the
Philippines shall be assigned membership in international Chapters of the UAP.

SECTION 3.3 CATEGORIES

3.31 Membership with the UAP shall be categorized into the following:

3.311 Charter Member. An active member of the UAP who was a member of any of the
three organizations of architects which were integrated as the UAP in 1975: the
Association of Philippine Government Architects (APGA), the League of Philippine
Architects (LPA) and the Philippine Institute of Architects (PIA).

3.312 Member Emeritus. An active member of the UAP who has been in good standing
with the UAP continuously for at least thirty five (35) years with a record of loyalty
and remarkable service.

3.313 Honorary Member.A person who is not an architect nor a member of the UAP,
whether a citizen of the Philippines or any other country, who has contributed
immensely to the growth, movement forward, enhancement, and deepening of the
meaning of the architectural profession as it serves the community.

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SECTION 3.4 RIGHTS, PRIVILEGES, DUTIES and RESPONSIBILITIES

3.41 Rights and Privileges.

The rights and privileges of an Architect member in good standing include the following:

3.411 To vote in the UAP local and national elections, and be voted upon;

3.412 To print after his name the initials, "UAP", representing "United Architects of the
Philippines";

3.413 To be appointed as members of committees at all levels of the UAP;

3.414 To serve as Chapter delegates to national and local UAP conventions and
conferences;

3.415 To receive all publications and documents issued by the UAP for information,
assistance and guidance of its members;

3.416 To participate in all benefit programs instituted by the UAP;

3.417 To participate in all activities of the general membership; and

3.418 To receive the Certificate of Membership.

3.42 Duties and Responsibilities

All Architect members have the following duties and responsibilities:

3.421 To receive the Certificate of Membership.

3.422 To pay all UAP national annual membership dues and other required fees;

3.423 To abide by the Articles of Incorporation, Bylaws, Policy Manual and other
issuances of UAP;

3.424 To foster cooperation and teamwork among their colleagues in the UAP, showing
respect, courtesy, and professionalism in their dealings with one another;

3.425 To cease from unwarranted criticism of the UAP and demeaning comments, and
shall not engage in personal conflicts or disputes with colleagues in the UAP;

3.426 To continually develop himself/herself professionally through compliance with

prescribed continuing professional education requirements of the PRC; and

3.427 To actively participate in the national and local activities of UAP.

SECTION 3.5 SUSPENSION AND REMOVAL OF MEMBERSHIP

3.51 Suspension and removal of membership shall be subject to the provision of the Policy
Manual.

3.52 Suspension of membership shall become final upon approval by the Professional
Regulation Commission, through the recommendation of the Board of Architecture.

SECTION 3.6 REINSTATEMENT OF MEMBERSHIP

3.61 Reinstatement of Membership. Reinstatement shall be made in accordance with the Policy
Manual prescribed by the National Board of Directors upon approval by the Professional
Regulation Commission, through the recommendation of the Board of Architecture.

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 ARTICLE IV
GEOGRAPHICAL AREAS

SECTION 4.0 PURPOSE AND OBJECTIVES

4.01 To define the geographical framework of the distribution as well as organization of the
UAP general membership;

4.02 To delineate a 3-tier organizational hierarchy from the national organization, areas and
chapters; and

4.03 To develop a well-defined link between the national organization and the general
membership through the areas and chapters.

SECTION 4.1 COMPOSITION

4.11 The Geographical Areas of the UAP is composed of Area and Chapter Organizations
which are geographically situated within specific regions of the Philippines.

SECTION 4.2 AREA ORGANIZATION

4.21 Domain

4.211 Areas are composed of regions in close proximity to one another and can be
located within the defined territory of the Philippines or in international locations;
and

4.212 Areas serve to cluster and organize chapters into groupings that facilitate
coordination between chapters and the national organization.

4.22 Authority and Duties of Area Organization.

The Area through its National Area Directors shall:

4.221 Provide coordination and guidance to its respective chapters in terms of long term
planning;

4.222 Exercise direct authority over the chapters; and

4.223 Be responsible in organizing area meetings and other activities to strengthen the
relationship of its members in the particular area and monitor membership and
professional growth.

4.23 Geographical Area Distribution

The geographic distributions of the Areas under the jurisdiction of the National Area
Directors are as follows:

4.231 Area A (Northern Luzon) – comprising Cordillera Administrative Region (CAR),

Region 1 (Ilocos Region), Region 2 (Cagayan Valley), Region 3 (Central Luzon)

4.232 Area B (NCR-A) – comprising National Capital Region (NCR-A) Cities of

Valenzuela, Caloocan, Malabon, Quezon City, Marikina, San Juan Mandaluyong
and Pasig

4.233 Area C (NCR-B) – comprising National Capital Region (NCR-B) Cities of Manila,
Makati, Pateros, Pasay, Taguig, Paraǹaque, Las Piǹas and Muntinlupa

4.234 Area D (Southern Luzon) – comprising Region 4.A (Calabarzon), Region 4.B
(Mimaropa) and Region 5 (Bicol Region)

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 4.235 Area E (Western Visayas) – comprising Region 6 (Western Visayas) and Region
18 (Negros Island Region)

4.236 Area F (Eastern Visayas) – comprising Region 7 (Central Visayas) and Region 8
(Eastern Visayas)

4.237 Area G (Northern Mindanao) – comprising Region 10 (Northern Mindanao) and

Region 13 (Caraga)

4.238 Area H (Southern Mindanao) – comprising Region 9 (Zamboanga Peninsula),

Region 11 (Davao Region), Region 12 (SOCCSKSARGEN)

4.239 Area I (International Chapters) – comprising MENA (Middle East and North
Africa), ASEAN and USA/Canada

4.24 Area Coordination

4.241 Several chapters in a given area will have an area coordinator to efficiently and
effectively facilitate coordination with all the chapters in terms of planning and
programs within the area.

SECTION 4.3 CHAPTER ORGANIZATION

4.31 Domain

4.311 A Chapter is the basic unit of the UAP to which all members must be associated
with to serve as conduit for maximum participation in activities and programs and
in advancing the objectives of the organization;

4.312 The Chapter is the extension of the national organization in the Chapter’s
jurisdiction;

4.32 Authority and Duties of Chapter Organization

The Chapter through its Chapter Officers shall:

4.321 Implement and carry out all programs and projects of the national organization
except when the nature of the project requires direct implementation by the
national organization;

4.322 Cooperate with its area organization to further the interests of the members;

4.323 Oversee architectural student and/or graduate organizations within the territory of
the chapter organization.

4.324 Perform such other functions and duties as may be assigned by the area and
national organizations.

SECTION 4.4 POLICY MANUAL ON AREA AND CHAPTER ORGANIZATIONS

4.41 The National Board of Directors shall prescribe in the Policy Manual the policies and
procedures governing the administration and operation of area and chapter organizations.

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 ARTICLE V
FINANCES

SECTION 5.0 FISCAL YEAR

5.01 The fiscal year of the UAP shall begin with the first day of July and shall end with the last
day of June.

SECTION 5.1 DUES AND OTHER FEES

5.11 Initial Membership Fee.The initial membership fee shall be assessed on new members
upon registration, in such amount determined by the National Board of Directors as
prescribed in the Policy Manual.

5.12 National Annual Membership Dues. The national annual membership dues determined
by the National Board of Directors shall be collected by the Chapter and must be remitted
to the National Treasurer on or before September30.

5.13 Chapter Annual Membership Dues. The chapter annual membership dues, in such
amounts determined by the Chapter Board of Directors shall be collected from the
members.

5.14 Chapter Annual Fee. Each chapter shall pay a chapter annual fee based on active
members of eachchapterand must be remitted to the National Treasurer on or before
August 31.

5.15 Reinstatement Fee. A reinstatement fee determined by the National Board of Directors
shall be collected from every individual whose membership is sought to be reinstated.

SECTION 5.2 FINANCIAL MANAGEMENT AND CONTROL

5.21 Annual National Budget.The incoming National Board of Directors shall adopt an annual
national budget, which shall show the anticipated revenue and authorized expendituresfor
the ensuing fiscal year.

5.22 Fund Generation. Upon consulting with the Ways and Means Council, the National Board
of Directors shall adopt policies related to donations, bequeaths and other contributions,
special assessments on its members and other measures to raise funds for approved
projects of the national organization based on the UAP’s plans and programs for the fiscal
year.

5.23 UAP Assets

5.231 All title to, and interest in, the real, personal, and intangible property of the UAP
imposed, granted, and conferred by the laws of the Republic of the Philippines and
by these Bylaws is vested and shall remain solely in the UAP; no member or
organization shall have any right, title, or interest in such property at any time;

5.232 At the close of the fiscal year, any unexpended and unencumbered savings as
reported in the audited financial statements of the UAP shall not be used for any
other purpose but to be used only to further the objectives of the UAP, safeguard
its future, and perfect its members in the art, practice, and science of architecture,
and shall never be distributed as dividends or remuneration to any officers and or
members;

5.233 No officer or member of the UAP shall have any right, authority or power to expend
any money or use any asset of the UAP, whether bought, donated, bequeathed,
assigned, transferred, solicited or exchanged by any juridical person, institution,
association or corporation for personal gain or use, to incur any liability for and in
its behalf, or to make any commitment that will or may be deemed to bind or involve
the UAP in any expense or financial liability, unless such expenditure, liability or

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 commitment has been authorized and budgeted by the National Board of Directors
or by a specific resolution at a duly called meeting of the UAP, except that the
National Board of Directors may provide for the adjustment and reallocation of
accounts within the overall approved budget and for increased expenditures
balanced by the increased revenues.

5.234 A Financial Management, Accounting and Assets Inventory System shall

beinstituted under the supervision of the Executive Committee.

5.24 Expenditures.Operating expenses of the UAP shall not exceed 90% of the total revenues
collected or received within the fiscal year; provided, however, that the National Board of
Directorsshall have discretionary fund which shall not exceed 10% of total revenues
collected, which expenses shall already be part of the 90% mentioned above; provided
further that accounting and auditing frameworks be put in place to monitor the proper
compliance of this provision on expenditures.

5.25 Independent Audit. The National Board of Directors shall engage a dependable external
auditor from SEC-accredited auditing firms to monitor the adequacy and effectiveness of
the corporation’s governance, operations, and information systems, including the reliability
and integrity of financial information, the effectiveness and efficiency of operations, the
safeguarding of assets, and compliance with laws, rules, regulations and contracts.

5.26 Apportionment of Annual Membership Dues. The National Board of Directors shall
adopt policy on apportionment of Annual Membership Dues for the benefits of the
members.

ARTICLE VI
NATIONAL BOARD OF DIRECTORS

SECTION 6.0 GENERAL DUTIES AND RESPONSIBILITIES

6.01 The National Board of Directors shall have the following duties and responsibilities:

6.011 To administer, control and directthe business and social affairs and exercise all
authority, rights and powers of the UAP in accordance with the Corporation Code
of the Philippines and corporate governance policies and practices set by SEC and
other government regulatory bodies;

6.012 To have a working knowledge of the statutory and regulatory requirements

affecting the UAP, including the contents of its Article of Incorporation, Bylaws and
Policy Manual, and where applicable, the requirements of other regulatory
agencies;

6.013 To promulgatepolicies, rules and regulations to guide the organization in the

attainment of its purpose and objectives;

6.014 To serve as the trustee and custodian of all properties and interests of the
organization;

6.015 To avoid conflict of interest and to observe confidentiality;

6.016 To discharge the fiduciary obligation in good faith;

6.017 To perform such other functions necessary to attain the purposes and objectives
of the UAP.

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SECTION 6.1 COMPOSITION

6.11 Six (6) National Executive Officers

6.111 National President and Chairman of the Board

6.112 National First Vice President and Chief Operating Officer
6.113 National Vice President for Internal Affairs
6.114 National Vice President for External Affairs
6.115 National Secretary
6.116 National Treasurer

6.12 Nine (9) National Area Directors

6.121 National Area "A" Director

6.122 National Area "B" Director
6.123 National Area "C" Director
6.124 National Area "D" Director
6.125 National Area "E" Director
6.126 National Area "F" Director
6.127 National Area "G" Director
6.128 National Area "H" Director
6.129 National Area "I" Director

SECTION 6.2 QUALIFICATIONS

6.21 A candidate for a position as Member of the National Board of Directors shall satisfy all
the following requirements:

6.211 A member in good standing;

6.212 At least ten (10) years in active practice prior to nominations;

6.213 Must possess good moral character and must have adhered to the Architect’s
National Code, Code of Ethical Conduct and Standards of Professional Practice
as certified by the National Ethics Council;

6.214 Must ensure that his/her personal interest does not conflict withthe interests of the
UAP;

6.215 Must have working knowledge of the statutory and regulatory requirements
affecting the UAP, including the contents of its Article of Incorporation, Bylaws and
Policy Manual, and where applicable, the requirements of other regulatory
agencies;

6.216 Must possess managerial capability, varied training and expertise necessary to
accomplish the requirements of the position.

6.217 In addition to the above qualifications, the following requirements must be

complied with. (Please refer to the transitory provision for these positions)

6.2171 For the position of National President and Chief Executive Officer, he/she
must be a Member of the College of Fellows and have served as Chief
Operating Officer;

6.2172 For the Position ofNational First Vice President and Chief Operating
Officer, he/she must be a Member of the College of Fellows and have
served as National Vice President for Internal Affairs and or National Vice
President for External Affairs.

6.2173 For the Position of National Vice President for Internal Affairs or National
Vice President for External Affairs, he/she must have served as National
Secretary or National Treasurer or National Area Director.

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 6.2174 For the Position of National Secretary or National Treasurer, he/she must
have served as National Area Director.

6.2175 For the Position of National Area Director, he/she must have served as
Area Coordinator or Chapter President.

SECTION 6.3 TERM OF OFFICE

6.31 Members of theNational Board of Directors shall serve for one (1) fiscal year starting on
the first day of July. Any member of the National Board of Directors may be reelected for
another term, but in no case shall one serve for more than three (3) consecutive terms as
Member of the National Board of Directors.

SECTION 6.4 MEETING

6.41 Regular meetings of the National Board of Directors shall be held every other month on
such date and place as agreed by the National Board of Directors, or upon the request of
a majority of the members and shall be held at such places as may be designated in the
notice.

SECTION 6.5 QUORUM

6.51 A majority of the National Board of Directors shall constitute a quorum for the transaction
of business and, in the presence of a quorum, majority of the National Board of Directors
present shall be sufficient to decide any action, except on those matters specifically
requiring a different majority vote as herein provided or as provided under the Corporation
Code of the Philippines.

SECTION 6.6 REMOVAL

6.61 Any Member of the National Board of Directors may be removed for cause by affirmative
vote of those entitled to elect the Director to office.

SECTION 6.7 VACANCY

6.71 In case of any vacancy or vacancies in the National Board of Directors by reason of death,
resignation, incapacity, or any other cause, the rule of succession, as provided for in the
Policy Manual shall be applied.

ARTICLE VII
NATIONAL EXECUTIVE OFFICERS

SECTION 7.0 NATIONAL EXECUTIVE OFFICERS

7.01 The National Officers are the following:

7.011 National President and Chief Executive Officer (CEO)

7.012 National First Vice President and Chief Operating Officer (COO)
7.013 National Vice President for Internal Affairs
7.014 National Vice President for External Affairs
7.015 National Secretary
7.016 National Treasurer

SECTION 7.1 TERM OF OFFICE

7.11 The National Executive Officers shall serve for one (1) fiscal year starting on the first day
of July up to the last day of June or until their successors shall have been duly qualified.

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SECTION 7.2 DUTIES AND RESPONSIBILITIES

7.21 The duties and responsibilities of National Executive Officers are as follows:

7.211 National President and Chief Executive Officer

7.2111 Serves as the Chief Executive Officer (CEO) of the UAP and as such
shall preside over the National Convention and Annual Business
Meetings, all meetings and official functions of the National Board of
Directors and National Executive Committee;

7.2112 Manages and supervises all business and social affairs of the UAP;

7.2113 Signs contracts, directives and other legal instruments which have been
approved by the National Board of Directors;

7.2114 Appoints theheads and members of the national committees and

proposes new committees, task forces and or ad-hoc committees as
necessary subject to the approval of the National Board of Directors;

7.2115 Encourages the National Board of Directors’ role in planning,

financial accountability and evaluation of program performance;

7.2116 Represents the UAP in local and international conferences, gatherings

and other functions which require representation of the organization;

7.2117 Guides and mediate National Board of Directors actions with respect to
organizational priorities and governance concerns;

7.2118 Provides leadership and oversight in the implementation of the plans and
programs, based on the UAP’s Long Range Plan;

7.2119 Performs such other functions as may be required by the National Board
of Directors.

7.212 National First Vice President and Chief Operating Officer

7.2121 Assists the National President in implementing policies and programs of

the National Board of Directors;

7.2122 Directs the development and installation of procedures and controls to

promote communication and adequate information flow;

7.2123 Solidifies management control and direction of the UAP;

7.2124 Develops and establishes operating policies consistent with the National
Board of Directors policies and objectives;

7.2125 Ensures their adequate execution appraises and evaluates the results of
overall operations regularly and systematically and reports these results
to the CEO;

7.2126 Directly supervises the National Administration Staff;

7.2127 Performs such other functions as may be required by the National

President and or the National Board of Directors.

7.213 National Secretary

7.2111 Issues all notices required by law or by these Bylaws, as well as notices
of all meetings of the UAP and the National Board of Directors;

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 7.2112 Supervises the proper recording of minutes of all meetings of the UAP
and the National Board of Directors;

7.2113 Takes charge and custody of the corporate seal, all the legal and
administrative records, correspondences and legal matters, and all the
materials in the library and archives as well as the records of membership
of the organization;

7.2114 Prepares and submits such reports as maybe required of him by the
National Board of Directors and or the National President;

7.2115 Ensures that UAP shall comply with all the reportorial requirements that
may be required by the different government agencies, such as the
Securities and Exchange Commission (SEC), Bureau of Internal
Revenue (BIR), PRC and others; and

7.2116 Performs such other functions as may be required by the National

President and the National Board of Directors.

7.214 National Treasurer

7.2141 Serves as the Chief Financial Officer of the UAP which supervises the
overall financial management of the UAP;

7.2142 Collects all fees, dues and other financial obligations of the UAP and
issue receipts thereof;

7.2143 Disburses all duly approved organizational and budgeted funds as

necessary and in accordance with approved accounting and auditing
procedures;

7.2144 Signs all checks, and all financial instruments and transactions wherein
his signature is required by law;

7.2145 Prepares and implements the budget systems of the organization;

7.2146 Prepares and submits to the NationalExecutive Committee, the National

Board of Directors and the general membership an Annual Audited
Financial Statement, duly audited by an independent auditing firm
accredited by SEC and ensures compliance of all financial reporting
requirements of several government agencies, such as the SEC, BIR and
PRC; and

7.2147 Performs such other functions as may be required by the National

President and the National Board of Directors.

7.215 National Vice President for Internal Affairs

7.2151 Supervises the activities of the national committees under the Internal
Affairs;

7.2152 Formulates policies, work programs, standards, guidelines and

procedures relative to theinternal affairs of the UAP;

7.2153 Provides functional direction relative to the implementation of plans and

programs relative to the internal affairs of the UAP;

7.2154 Monitors the status of and facilitate National Board of Directors direction
and oversight of policies and procedures related to all committees under
his/her jurisdiction;

7.2155 Provides technical/professional advice and knowledge to others within

the various administrative areas and discipline;

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 7.2156 Performs such other functions as may be required by the National
President and the National Board of Directors.

7.216 National Vice President for External Affairs

7.2161 Supervises the activities of the national committees under the External
Affairs;

7.2157 Formulates policies, work programs, standards, guidelines and

procedures relative to the external affairs of the UAP;

7.2158 Provides functional direction relative to the implementation of plans and

programs relative to the external affairs of the UAP;

7.2159 Monitors the status of and facilitate National Board of Directors direction
and oversight of policies and procedures related to all committees under
his/her jurisdiction;

7.2160 Provides technical/professional advice and knowledge to others within

the various administrative areas and discipline;

7.2161 Performs such other functions as may be required by the National

President and the National Board of Directors.

7.217 National Area Directors

7.2171 Ensures that the plans and programs of the UAP are properly
implemented under his/her jurisdiction;

7.2172 Plans, develops, organizes, implements, directs and evaluates the affairs
of the chapters under his jurisdiction for the purpose of promoting
maximum participation of members in UAP affairs and effective
administration and operation of the Chapters;

7.2173 Monitors and evaluates the performance of chapters under their

respective jurisdiction for continual improvement of the efficiency and
effectiveness of the chapters;

7.2174 Supervises Area Coordinators under his jurisdiction;

7.2175 Takes responsibility in bringing to the attention of the National Board of

Directors problems and issues in his area and propose solutions thereto;

7.2176 Promote harmonious and lively interaction among chapters, focusing on

unity and cooperation;

7.2177 Provides technical/professional advice and knowledge to others within

his jurisdiction;

7.2178 Performs such other functions as may be required by the National

President and the National Board of Directors.

SECTION 7.3 VACANCY

7.31 In case of any vacancy or vacancies by reason of death, resignation, incapacity, or any
other cause, the rule of succession, as may be prescribed by the National Board of
Directors in the Policy Manual, shall be applied.

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 ARTICLE VIII
NATIONAL COMMITTEES

SECTION 8.0 NATIONAL COMMITTEES

8.01 Creation. The National Board of Directors shall be empowered to create as many National
Committees as may be necessary, the functions of which shall be defined upon their
creation, including their requisite jurisdiction and/or affiliation.

8.02 National Committees. The primary purpose of the national committees shall be to
consider and recommend actions and propose policies in the functional areas under their
jurisdictions, subject to recommendation of the National Vice Presidents for Internal Affairs
and or National Vice President for External Affairs and final approval by the National Board
of Directors.

8.03 National Committee Composition

8.031 Each committee shall be composed of a Chairman, a Vice Chairman, a Secretary,

and not more than four (4) members;

8.032 A committee chairman and members of the national committees shall be

recommended by the National Vice President, appointed by the National
President, subject to confirmation of the National Board of Directors;

8.033 No member of the National Board of Directors shall be appointed Chairman or

member of any national committee. He may however, be appointed Chairman or
member of any special committee created by the National President.

8.04 National Committee Meeting and Reports. Regular meetings of each committee shall
be held at least once every month. Special meetings may also be held. All committees
shall submit their report of their activities to their respective National Vice President.

SECTION 8.1 SPECIAL AND AD-HOC COMMITTEES

8.11 As deemed necessary, special and or ad-hoc committees may be created by the National
President upon confirmation of the National Board of Directors and may serve any purpose
defined by the National Board of Directors not in conflict with the stated purpose of those
national committees mentioned above.

8.12 Special and or ad-hoc committees shall sit for a specified period of time and shall dissolve
at a time as defined by the National Board of Directors.

ARTICLE IX
ELECTIONS

SECTION 9.0 NATIONAL ELECTIONS

9.01 An Election Code shall be promulgated by the National Board of Directors governing the
policies and procedures of the UAP National and Chapter Elections. The Commission on
Election shall take charge of all matters concerning elections.

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 ARTICLE X
ANNUAL BUSINESS MEETINGS

SECTION 10.0 NATIONALCONVENTION AND ANNUAL BUSINESS MEETING

10.01 The National Convention and Annual Business Meeting shall be held every April of each
year on such date and such place as agreed by the National Board of Directors. In the
event that such day is a holiday the meeting shall be held on the next business day. The
National President shall render his/her annual report to the members regarding the
activities including the annual financial status of the UAP. The Annual National Elections
shall also be held during the convention.

SECTION 10.1 SPECIAL MEETINGS

10.11 Special meetings of the members shall be called as the need thereof arises, by the
National Board of Directors or the National President or by written request of at least
twenty percent (20%) of the active members in good standing sent to the National
Secretary who shall issue the notice for such a special general meeting.

SECTION 10.2 NOTICES

10.21 Notices of the time and place of the National Convention and Annual Business Meeting
and special meetings of the members may be sent by the National Secretary by personal
delivery, mail, electronic mail, facsimile transmission or by notice of publication at least
Fifteen (15) days before the date set for National Convention and Annual Business
Meeting and at least Five (5) days for special meeting. The notice of every special meeting
shall state briefly the purpose or purposes of the meeting.

SECTION 10.3 QUORUM

10.31 A quorum for any meeting of the members shall consist of Majority of Chapters in Good
Standing. The majority of such quorum may decide any question at the meeting, except
those matters where these Bylaws, the Policy Manual, or the Corporation Code requires
the affirmative vote of a greater proportion.

SECTION 10.4 CONDUCT OF MEETING

10.41 The overall conduct of the National Convention and Annual Business Meeting shall be in
accordance with the Robert’s Rules of Order.

ARTICLE XI
NATIONAL ADMINISTRATION

SECTION 11.0 OFFICE ADMINISTRATION

11.01 National Board of Directors shall establish and adopt the administrative structure, policies
and procedures for the effective and efficient management of the day to day operations of
the UAP in accordance with the provisions of these Bylaws.

11.02 The National Administration Office shall function under the direct supervision of the Chief
Operating Officer.

SECTION 11.1 EXTERNAL CONSULTANTS

11.11 In order to assist the UAP and the Administration Staff, the National Board of Directors
shall hire External Consultants as follows: External Auditor, Legal Counsel and Public
Relations Officer, Consultants in other disciplines may be hired as the need arises.

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 ARTICLE XII
RESTRICTIONS ON THE USE OF UAP’S INTELLECTUAL PROPERTY

Section 12.0 RESTRICTIONS

12.01 The National Board of Directors shall maintain and preserve the official logo, corporate
name and other intellectual property of the UAP for the exclusive use and benefit of all
members.

12.02 No one may use, or authorized to use, the UAP's identity marks (logo) in a form that differs
from theofficially authorized identity marks.

ARTICLE XIII
AMENDMENTS

SECTION 13.0 PROCEDURE FOR AMENDMENTS

13.01 These Bylaws, or any provision thereof, may be amended, repealed or altered in whole or
in part only after five (5) years upon its effectivity.

13.02 Proposals and recommendation for amendments may be submitted by an Area or Chapter
Organization to the National Board of Directors for approval.

ARTICLE XIV
FINAL PROVISIONS

SECTION 14.0 INDEMNIFICATION

14.01 In the absence of a showing of malice, fraud, bad faith or negligence, the UAP, its National
Board of Directors, all of the Chapters and the officers thereof, national and chapter
committees, and the members thereof, shall not be answerable for any damage incident
to any complaint, charge, investigation, prosecution, proceeding, trial, decision, resolution,
recommendation, or action had, made, done or taken under the authority of these Bylaws.

SECTION 14.1 POSITIONS HONORARY

14.11 National and chapter officers, committee chairpersons and members shall not receive any
compensation, allowance or emolument from the funds of the UAP for any service
rendered therein; however, said national and chapter officers, committee chairpersons
and members may be entitled to honorarium, as determined by the National Board of
Directors, and reimbursement of reasonable expenses incurred in the discharge of their
function as approved by the National Board of Directors.

SECTION 14.2 SEPARABILITY CLAUSE

14.21 If any clause, provision, paragraph or part hereof shall be declared unconstitutional or
invalid, such judgment shall not affect, invalidate or impair any other part hereof, but
suchjudgment shall be merely confined to the clause, provision, paragraph or part directly
involved in the controversy in which such judgment has been rendered.

SECTION 14.3 REPEALING CLAUSE

14.31 All other UAP Bylaws, orders, rules and regulations or resolutions, policies and procedures
or part/s thereof inconsistent with the provisions of these Bylaws and the Policy Manual
are hereby repealed or modified accordingly.

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SECTION 14.4 POLICY MANUAL

14.41 The UAP through its National Board of Directors shall immediately adopt and promulgate
policies and procedures, rules and regulations, which shall set forth how to carry out the
provisions of these Bylaws.

14.42 All such policies and procedures, and any amendments thereto, must be consistent with
these Bylaws.

SECTION 14.5 EFFECTIVITY

14.51 These Bylaws shall take effect upon the approval by the Securities and Exchange
Commission.

ARTICLE XV
TRANSITORY PROVISIONS

SECTION 15.0 TRANSITION OF THE NATIONAL BOARD OF DIRECTORS

15.01 The incumbent National Board of Directors for the Fiscal Year 2015-2016 shall continue
to serve until June 30, 2016.

15.02 In the election of the National Board of Directorsfor the Fiscal Years 2016-2017, 2017-
2018, 2018-2019, the qualifications for National Executive Officers under Section 7.217
shall be waived and the following requirements will apply:

15.021 For the position of National President/Chief Executive Officer, he/she must be
a Member of the College of Fellows and have served as Past Member of the
Executive Committee under the previous Bylaws;

15.022 For the position of National First Vice President/Chief Operating Officer,
he/she must be a Member of the College of Fellows and have served as Past
Member of the Executive Committee under the previous Bylaws;

15.023 For the position of National Vice President for Internal Affairs or National Vice
President for External Affairs, he/she must have served as National Secretary
or National Treasurer or Member of the National Executive Committee under
the previous Bylaws;

15.024 For the position of National Secretary or National Treasurer, he/she must
have served as Past Members of the National Board of Directors.

-END-

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