Section 1.1 Purposes. The purposes of the Corporation shall be as specifically set forth in Article IV of the Articles of Incorporation.
Section 1.2 Nonprofit Character. The Corporation shall be a nonprofit corporation. The Corporation shall not authorize or issue shares of stock. No dividend shall be paid and no part of the income or earnings which may be derived from its operations, in pursuance of the purposes of the Corporation, shall be distributed to or inure to the benefit of any Member, Director or Officer of the Corporation, or any private individual, but shall be used to promote the purposes of the Corporation.
Section 2.1 Principal Office. The principal office of the Corporation shall be maintained at such place within or without the State of Hawaii, and the Corporation may have such other offices within or without the State of Hawaii, as the Executive Council shall determine.
Section 2.2 Place of Meetings. All meetings of the Members and of the Executive Council shall be held at the principal office of the Corporation, unless some other place is stated in the call. Any meeting, regular or special, of either the Executive Council or of the Members may be held by conference telephone or similar communication equipment as long as all Directors or all Members participating in the meeting can hear one another, and all such Directors or Members shall be deemed to be present in person at the meeting.
Section 2.3 Seal. The Corporation may have a corporate seal as the Executive Council shall determine.
Section 3.1 Members. Any person who is interested in promoting, fostering and furthering the purposes of the Corporation shall be eligible for membership. The membership shall be divided into Initial Members, Institutional Members, Individual Members and Associate Members.
Section 3.2 Initial Members. The Initial Members are listed on Exhibit A attached hereto.
Section 3.3 Institutional Members, such other Qualifying Institutions as are admitted to membership in accordance with this Constitution; and
Section 3.4 Individual Members who are any individual persons that support the objects and activities of the APACPH and as are admitted to membership in accordance with this Constitution.
Section 3.5 Associate Members. The Company may confer Associate status, with such rights as are determined from time to time by the Executive Council (provided that Associates shall not under any circumstances have the right to vote at meetings of the Company), on applicants for any of the following categories of Associateship:
(a) General Associateship, which is open to:
- Institutions; and
- Qualifying Natural Persons, that fulfill such requirements for admission to General Associateship status as are from time to time determined by the Executive Council; and
(b) Personal Emeritus Associateship, which is open to natural persons who are admitted to this class of Associateship in accordance with these Bylaws.
Section 3.6 Application for Membership.
(a) The following provisions apply to applications for admission to Membership or General Associateship:
- An applicant must fulfill the requirements of these Bylaws in respect of the class of Membership or Associateship for which he is applying;
- An application must be in writing in the form required by the Executive Council;
- An application for Membership must be supported, in the manner required by the Executive Council, by an existing Eligible Member.
- An applicant for Institutional Membership must co-operate in a site visit by representatives of the Executive Council if required by the Board prior to putting the application to the General Assembly for consideration.
- An application for General Associateship must fulfill such other requirements as are, from time to time, determined by the Executive Council.
- Once each of the relevant requirements set out above is satisfied, the application shall be presented to the next meeting of the General Assembly for consideration provided, however, this shall not apply to Individual Members.
(b) The following provisions apply to applications for admission as Personal Emeritus Associate:
- Two Members must apply in writing to the General Assembly, nominating the person for admission as a Personal Emeritus Associate, supporting the nomination with written reasons for the grounds of the nomination;
- The person so nominated must have served on the General Assembly for at least four years (or in special circumstances, such lesser time as the General Assembly considers sufficient);
- The person must continue to support in good faith the objects of the Corporation; and
- The General Assembly must consider that the person has demonstrated exemplary service to the Corporation and so resolves by ordinary resolution of the General Assembly to admit him as an Emeritus Personal Associate for life, or such other period as determined by the resolution of the General Assembly.
(c) When an application is presented to the General Assembly in accordance with this section:
- The General Assembly must consider the application to determine, in their discretion, whether to accept or reject the application;
- The General Assembly does not have to give reasons for rejecting an application;
- The Executive Council (or its nominee) shall promptly notify the applicant in writing of the outcome of its application; and
- The Secretary shall cause the appropriate details to be entered in the Register.
Section 3.7 Ongoing Member Obligations and Rights.
(a) Upon admission to Membership or Associateship, the Member or Associate Member agrees to be bound by the provisions of these Bylaws.
(b) For so long as the Member or Associate Member pays the applicable annual dues determined in accordance with the provisions of Section 3.7, the Member or Associate Member shall enjoy the rights and privileges of the relevant class of Membership under these Bylaws.
(c) Members have the following rights:
- The right to receive all notices of meetings of the General Assembly;
- The right to be represented at all meetings of the General Assembly by the Eligible Member’s Representative;
- The right for their Representative to be heard and to vote at all meetings of the General Assembly and the company provided, however, this shall not apply to Individual Members
- The right to nominate their Representative to stand for election to the Executive Council, provided, however, this shall not apply to Individual Members
(d) Associates Members shall have the rights to receive all notices of meetings of the General Assembly and of the company, but, notwithstanding any other provision, unless determined otherwise from time to time by resolution of the General Assembly, Associates shall not have any of the rights to:
- attend, be heard or vote at meetings of the General Assembly or the company; or
- nominate or stand for election to the Executive Council, unless they do so as the Representative of a Member (see clause 3.8.4).
Section 3.8 Register of Members.
(a) A Register of the Members shall be kept by the Secretary.
(b) The following details must be entered and kept current in the Register in respect of each Member:
- The full name and contact details of the Member;
- In the case of an Institutional Member, its Federal Employer’s Identification Number (“FEIN”) or equivalent identifier of the Member and the full name, address and facsimile number, if any, of its Representative;
- The date of admission to and cessation of membership; and
- such other information as the Board requires.
(c) Each Member must notify the Secretary in writing of any change in that Member’s name, address, telephone or facsimile number promptly after the change.
Section 3.9 Dues.
(a) Emeritus Personal Associates. Notwithstanding any other provision of these Bylaws, no dues shall be payable at any time by persons admitted to the status of Emeritus Personal Associate.
(b) Annual Dues of Members and Associate Members.
- The annual dues payable for a class of Membership or General Associateship shall be determined by resolution of the General Assembly, passed upon a recommendation from the Executive Council.
- The General Assembly may by resolution agree to accept payment of part or the entire annual dues for a specific Member, or group of Members, by in-kind contribution to an equivalent value to the payment required. In such cases:
- The Executive Council is empowered and authorized to determine, in its sole and absolute discretion, the adequacy of the Member’s in-kind contribution to meet the Member’s financial obligation; and
- The Executive Council shall report at each meeting of the General Assembly on all in-kind contributions made, accepted and refused in this respect.
- All annual dues are due and payable in advance on January 1 in each year or such other date as the Executive Council determines from time to time.
- If a person applies for Membership or Associate Membership after the due date in any year, the Executive Council may reduce the annual dues payable by the applicant in such manner as they think fit, provided that they have notified the General Assembly of the intention to do so when submitting the relevant application for Eligible Membership or Associateship.
- No part of any annual dues shall be refundable to a Member or General Associate who ceases to be a Member in accordance with these Bylaws, unless the Executive Council in its discretion determines otherwise.
(c) Unpaid Annual Dues.
- If the annual dues of a Member remain unpaid for three months after it becomes payable (and the Member has not expressly resigned as a Member):
- The Member ceases to be entitled to the rights and privileges of membership;
- The Secretary may, if directed by the Executive Council, give a written notice of request (in this clause called a “Payment Request”) to the Member requesting immediate payment of the outstanding amount;
- The Member remains liable for all of the obligations and liabilities of membership for thirty-six months after the Payment Request is given;
- If the arrears are paid within thirty-six months of the Payment Request, the rights and privileges of membership shall be reinstated; and
- If the arrears are not paid within thirty-six months of the Payment Request, upon expiration of the thirty-six month period, subject to subparagraph (2) hereof, the Member ceases to be a Member and its name must be removed from the Register.
- After considering relevant circumstances, the Executive Council may by resolution extend the thirty-six month period referred to in subparagraph (1) within which a Member may pay the arrears without termination of its membership.
Section 3.10 Removal and cessation of membership or associateship.
(a) A Member or General Associate may be removed in accordance with § 3.9(c) for non-payment of annual dues.
(b) A Member or Associate may resign from membership by giving written notice to the Secretary, and the resignation shall take effect from the date of receipt of the notice of resignation or such later date as may be stated in the notice.
(c) A Member or Associate may be removed by ordinary resolution of the General Assembly, provided that the following provisions have first been fulfilled:
- A majority of the Executive Council must agree that the Member or Associate is no longer considered suitable to be a Member or Associate of the Company;
- The Executive Council must first give at least three months’ written notice to the Member or Associate of the intention to terminate its membership;
- The Member must be invited, in the written notice, to provide to the Executive Council any written representations which the Member wishes the General Assembly to consider;
- If the Member makes written representations, and requests that they be provided to the General Assembly, in sufficient time before the notices of meeting of the General Assembly are sent, the Executive Council must ensure that a copy of the representations is included in the notices calling the meeting of the General Assembly;
- If copies of the representations have not been included in the notices of meeting, for any reason, the Member may require the representations to be read out at the meeting of the General Assembly; and
- Whether or not representations have been circulated or read, the Member must be given a full and fair opportunity to address the General Assembly.
(d) An Associate who is a natural person ceases to be an Associate:
- on the death of the person; or
- on the bankruptcy of the person
(e) A Member ceases to be a Member, and an Associate ceases to be an Associate, if:
- the Member or Associate (as the case may be) is wound up or is otherwise dissolved, deregistered or otherwise ceases to exist; or
- the Member or Associate (as the case may be) is insolvent.
Section 3.11 No Profits For Members
(a) Subject to clause 3.11.b, all of the assets and income of APACPH shall be applied solely in the furtherance of the objects of APACPH and no portion shall be distributed directly or indirectly to any Member or Associate.
(b) Nothing in clause 3.11.a, prevents the payment, in good faith, of an amount, calculated on arms length terms, in respect of:
- Remuneration payable to an employee of APACPH, who is also a Member or Associate, for services actually rendered to APACPH;
- or services actually supplied to APACPH by a Member or Associate in the ordinary and usual course of the Member’s or Associate’s business.
Section 3.12 The General Assembly. The expression “General Assembly” means a duly constituted meeting of the Members, being the paid up entitled Members (the term “entitled Member” when used herein shall include any initial Member as well as Institutional Member), who are present and voting through their Representatives. For the avoidance of doubt, the expression “General Assembly” is regarded as being equivalent to the expressions “general meeting” and “meeting of the company” and other such expressions in the Act.
(a) The General Assembly shall be the primary policy-making body of the Corporation, and may, by resolution, make policies or issue directives with respect to all such matters as the General Assembly in its sole and absolute discretion determines, and the Executive Council must, subject to subparagraph (b), comply with all such policies and directives.
(b) The Executive Council may refuse or decline to comply with a policy or directive of the General Assembly where the Executive Council, by resolution, determines that to do so would place any member of the Executive Council in a position of breaching their legal duties under the law. In all such cases, the Executive Council must:
- Promptly notify the General Assembly of the resolution of the Executive Council; and
- Convene a meeting of the General Assembly to discuss and, if appropriate, revoke or modify the relevant policy or directive by resolution of the General Assembly.
Section 3.13 Annual Meeting. The annual meeting of the General Assembly shall be held on such day within ninety (90) days following the close of each fiscal year as the Executive Council shall designate, or, if the Executive Council shall not have designated such day by the end of the second month following the close of the fiscal year, the annual meeting shall be held on the first Monday of April in each year, if not a legal holiday, and if a legal holiday, on the next calendar day following.
Section 3.14 Regular Meetings. The Members may establish regular meetings to be held in such places and at such times as the Members may from time to time by vote determine, and when such meeting or meetings shall be so determined, no further notice thereof shall be required.
Section 3.15 Special Meetings. Special meetings of the General Assembly may be held at any time upon the call of the President or any two (2) members of the Executive Council, or upon the call of Five Percent (5%) of all of the Members. Upon receipt of such call or written request, the Secretary shall send out notices of the meeting to all Members in the same manner as for annual meetings of the General Assembly.
Section 3.16 Notice of Meetings. Subject to Section 3.11 of Article III, notice setting forth the time and place of the annual and any special meetings and the general nature of the business to be considered thereat shall be given by the Secretary, or by the person or one of the persons calling the meeting, to each Member. Such notice shall be given to each such Member:
(a) given at least 2 months prior to the relevant meeting;
(b) may be given by any form of communication permitted by the Act; and
(c) must specify the place, the day and the hour of meeting and if the meeting is to be held in 2 or more places, the technology that will be used to facilitate the meeting, the general nature of the business to be transacted and any other matters as are required by the Act.
(d) The accidental omission to give notice of any general meeting to, or the non receipt of a notice by, a person entitled to receive notice does not invalidate a resolution passed at the general meeting.
Section 3.17 Waiver of Notice.
(a) Any Member may waive notice of any meeting of the General Assembly in writing signed by himself or his duly authorized proxy or attorney-in-fact, either prior to, at or after the meeting.
(b) The presence or representation at any meeting of any Member shall be the equivalent of the waiver of the giving of notice of such meeting to such Member, unless the Member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.
Section 3.18 Quorum.
(a) At any meeting of the Members of which proper notice has been given, Twenty-five Percent (25%) of the total number of paid up Members present in person or by proxy (provided that not more than three-fourths (75%) of the votes present are by proxy) shall constitute a quorum (rounded up to the nearest whole number), and the concurring vote of a majority of the entitled Members constituting a quorum shall be valid and binding upon the Corporation, except as otherwise provided by law, these Bylaws or the Articles of Incorporation.
(b) If a quorum is not present within one hour from the time appointed for the meeting or a longer period allowed by the chair:
- if the meeting was convened by or on the requisition of entitled Members, it must be dissolved; or
- in any other case it must stand adjourned to the time and place determined by the Executive Council notified within 7 days to the Members.
(c) If a meeting has been adjourned to another time and place determined by the Executive Council, then notwithstanding any other provision, not less than 2 months’ notice of the adjourned meeting must be given in the same manner as in the case of the original meeting.
(d) If, at the adjourned meeting a quorum is not present within one hour after the time appointed for the meeting, the meeting must be dissolved.
Section 3.19 Appointment of chair and powers of chair
(a) The President or, in his/her absence, the President-Elect, shall preside as chair at every meeting of the General Assembly.
(b) If neither the President nor President-Elect is present within 30 minutes of the time nominated for the meeting to start, the Members who are present and entitled to vote at the meeting shall select one of their number to chair the meeting.
(c) The chair of a general meeting may, in his/her discretion, expel any person from a general meeting if the chair reasonably considers that the person’s conduct is inappropriate.
Section 3.20 Casting Vote of Chair
(a) The chair of a general meeting is entitled to a second or casting vote on all resolutions, whether by show of hands or on a poll.
Section 3.21 Votes of the General Assembly.
(a) All resolutions of a meeting of the General Assembly shall be decided on a show of hands unless a poll is demanded in accordance with these Bylaws. When voting on a show of hands, every Representative of an Entitled Member has one vote.
(b) An ordinary resolution of a meeting of the General Assembly requires the support of two-thirds of the votes properly cast at the meeting, and a special resolution requires the support of three-quarters of the votes properly cast at the meeting.
(c) A poll may be demanded in respect of a resolution at a general meeting:
- by the chair; or
- by at least five Eligible Members present and entitled to vote on the resolution:
- before the vote on that resolution is taken;
- before the result is declared on a show of hands; or
- immediately after the result is declared on a show of hands.
(d) On a poll every Entitled Member present in person (through their Representative) or by proxy has one vote.
(e) If a poll is duly demanded, it must be taken in the manner and, except as to the election of a chair or on a question of adjournment, either at once or after an interval or adjournment or otherwise as the chair directs. The result of the poll is the resolution of the meeting at which the poll is demanded.
(f) A poll demanded on the election of a chair or on a question of adjournment must be taken immediately.
Section 3.22 Voting; Proxies. Each Entitled Member is entitled to one (1) vote, either in person or by proxy, at all meetings of the Members provided, however, this shall not apply to Individual Members.. The authority given by a Member to any natural person who is either an Associate or a Representative of another Entitled Member to represent such Member at meetings of the Members shall be in writing and signed by such Entitled Member, and shall be filed with the Secretary. No proxy shall be valid after eleven (11) months from the date of such proxy, unless otherwise provided in such proxy.
Section 3.23 Adjournment. Any meeting of the Members, whether annual or special, may be adjourned from time to time, whether a quorum be present or not, without notice other than the announcement at the meeting, unless a new record date is or must be fixed under Hawaii Revised Statutes § 414D-107, in which event notice of the adjourned meeting shall be given to the Members of record as of the new record date. Such adjournment may be to such time and to such place as shall be determined by a majority of the Members present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted by a quorum at the original meeting as originally called.
Section 3.24 Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of the Entitled Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by eighty percent (80%) of the Entitled Members with respect to the subject matter thereof and filed with the records of the meetings of the Entitled Members. Such consent shall have the same effect as a vote of the Entitled Members at a meeting and may be stated as such in any articles or documents filed with the Director of the Department of Commerce and Consumer Affairs.
Section 3.25 Committees. Any Entitled Member or Associate may serve on a committee of the Corporation or the Executive Council so long as such committee is not exercising the authority of the Executive Council.
Section 4.1 Powers.
(a) The Executive Council shall manage the business of the Corporation
(b) The Management Board shall manage the property and assets of the Corporation as directed by the Executive Council and shall have and may exercise all of the powers of the Corporation except such as are reserved to or may be conferred from time to time by law, the Articles of Incorporation and any amendments thereto, or the Bylaws upon the Entitled Members of the Corporation.
Section 4.2 Number; Election. There shall be an Executive Council of the Corporation, to consist of not less than three (3) nor more than fourteen (14) members, each of whom must be an Eligible Member or the representative of an institutional Member The number of Executive members for the ensuing year shall be fixed by the entitled Members at each annual meeting, and the number so designated shall then be elected by ballot by the entitled Members to hold office until the next annual meeting and thereafter until their successors shall be duly elected, and, within the foregoing limitation as to the minimum and maximum number, the number of Executive Members may be decreased or increased by the Entitled Members at any special meeting and, in case the number is increased, the additional Executive Members shall be elected by ballot as if elected at an annual meeting. The Executive Members shall serve on a staggered basis, with one-half (1/2) of the Executive Members to be elected each year.
Section 4.3 Composition of the Executive Council.
(a) The Executive Council shall be composed of the President, the Secretary-General, the Secretary , the Treasurer, the Immediate Past President of the Corporation, the person (if any) who is then editor of the Asia-Pacific Journal of Public Health published by the Corporation, a representative of the International Cyber University for Health (ICUH), a representative of the Early Career Network (ECN), a representative of The Collaborating Centers and the directors of each of the Corporation’s regional offices.
Section 4.4 Composition of the Management Board
(a) shall be composed of the President, the President-Elect, the First Vice President, the Second Vice-President, the Secretary-General, the Secretary (the six foregoing Directors being herein collectively referred to as the “Elected Officers”), the Treasurer, the Immediate Past President of the Corporation,
Section 4.5 Election of Elected Officers. The election of the Elected Officers at each annual general meeting shall take place in the following manner:
(a) A postal ballot of the Members who are entitled to vote shall be held prior to the annual general meeting and, subject to this subparagraph, the postal ballot shall be conducted in the manner determined from time to time by the Executive Council;
(b) All nominations for election as an Elected Officer must be in writing and signed by two Members and also signed by the nominee consenting to such nomination and shall be delivered to and lodged with the Secretary not less than twenty-one days prior to the date fixed for the holding of the relevant annual general meeting;
(c) Each Member may nominate any number of persons for election as Elected Officers, but they may only nominate a natural person who is the Representative of that Member;
(d) The Executive Council must ensure that the postal ballot is conducted in such a fashion as to provide Members with sufficient opportunity to consider all nominations;
(e) The Executive Council must ensure that a sufficient period is allowed to complete the postal ballot at least seven days prior to the holding of the relevant annual general meeting;
(f) At the relevant annual general meeting, the postal votes duly received by the Secretary prior to the annual general meeting shall be added to the votes cast at the annual general meeting, whether by show of hands or on a poll, to determine the results of the election of Elected Officers; and
(g) to avoid doubt, under no circumstances shall a Member who has cast a postal vote be entitled to a second vote at the election of Elected Officers at the annual general meeting, whether on a show of hands or on a poll.
Section 4.6 Regular Meetings. The Executive Council may establish regular meetings to be held in such places and at such times as it may from time to time by vote determine, and no further notice thereof shall be required.
Section 4.7 Special Meetings. Special meetings of the Executive Council may be called at any time by the President or by any two (2) members of the Executive Council.
Section 4.8 Notice of Meetings. Except as otherwise expressly provided, reasonable notice of any meeting of the Executive Council shall be given to each member of the Executive Council (other than the person or persons calling the meeting and other than the person giving notice of the meeting) by the Secretary, or by the person or one of the persons calling the meeting, by advising member of the Executive Council of the meeting by word of mouth or by telephone or by leaving written notice thereof with him or at his residence or usual place of business. Such written notice shall be mailed not less than ten (10) days prior to the date of the meeting. Nonreceipt by a member of the Executive Council of any written notice of a meeting mailed to such member shall not invalidate any business done at the meeting while a quorum is present.
Section 4.9 Waiver of Notice.
(a) Any member of the Executive Council may, prior to, at the meeting, or subsequent thereto, waive notice of any meeting in writing, signed by him.
(b) The presence at any meeting of any member of the Executive Council shall be the equivalent of a waiver of the requirement of the giving of notice of said meeting to such Member, unless the Member, at the beginning of the meeting or prior to the vote on a matter not properly noticed, objects to the lack of notice and does not thereafter vote or assent to the objected action.
Section 4.10 Quorum. A majority of the total number of Members of the member of the Executive Council at which the member of the Executive Council has been fixed by the Entitled Members shall constitute a quorum to transact business, and, in order to be valid, any act or business must receive the approval of a majority of such quorum. A vacancy or vacancies in the membership of the Executive Council shall not affect the validity of any action of the Executive Council, provided there is present at the meeting a quorum of all the Members at which the Executive Council has been fixed.
Section 4.11 Adjournment. In the absence of a quorum at a meeting duly called, the President or a majority of the members of the Executive Council present may adjourn the meeting from time to time without further notice, and may convene or reconvene the meeting when a quorum shall be present.
Section 4.12 Action by Executive Council Without a Meeting. Any action required or permitted to be taken at a meeting of the Executive Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members of the Executive Council with respect to the subject matter thereof and filed with the records of the meetings of the Executive Council. Such consent shall have the same effect as a unanimous vote of the Executive Council and may be stated as such in any articles or documents filed with the Director of the Department of Commerce and Consumer Affairs.
Section 4.13 Permanent Vacancies. If any permanent vacancy shall occur in the Executive Council through death, resignation, disqualification, removal or other cause other than temporary absence, illness or disability, the remaining Members, by the affirmative vote of a majority of all remaining members of the Executive Council, may elect a successor to hold office for the unexpired portion of the term of the Member whose place shall be vacant or until the Entitled Members shall elect a successor Director.
Section 4.14 Temporary Vacancies, Substitute Directors. If any temporary vacancy shall occur in the Executive Council through the sickness or disability of any Member of the Executive Council, the remaining Members of the Executive Council, whether constituting a majority or a minority of the whole Executive Council, may by the affirmative vote of a majority of such remaining Directors appoint some person as a substitute Member, who shall be an Executive Council member during such absence, sickness or disability and until such Member shall return to duty or the office of such Member shall become permanently vacant.
Section 4.15 Proxies. Voting by proxy shall not be permitted at any meeting of the Executive Council or of any committees, boards or bodies created by the Executive Council.
Section 4.16 Executive and Other Committees.
(a) The Executive Council, by resolution adopted by a majority of the Executive Council, may designate and appoint an Executive Committee and any other committees, each of which, to the extent provided in the resolution, the Articles of Incorporation or these Bylaws, shall have and may exercise all the authority of the Executive Council; except that no such committee shall have the authority of the Executive Council in reference to:
- Authorizing distributions;
- Approving or recommending to the Members dissolution, merger, or the sale, pledge or transfer of all or substantially all of the property and assets of the Corporation;
- Electing, appointing or removing any member of any such committee or any Director or Officer of the Corporation;
- Adopting, amending, altering or repealing the Articles of Incorporation or Bylaws;
(b) The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Council or any individual Executive Council Members of any responsibility imposed upon the Executive Council or the Director by law.
Section 4.17 Compensation. The members of the Executive Council shall not receive compensation for their services as Members. Notwithstanding the foregoing, members of the Executive Council shall be entitled, on an equitable basis, to be paid all traveling, accommodation, and other expenses properly incurred by them in attending and returning from meetings of the Executive Council or any of its committee or general meetings or otherwise in the execution of their duties as Directors provided that such expenses have first been approved by the Executive Council.
Section 4.18 Gifts and Contributions. The Executive Council may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the Corporation.
Section 4.19 Procedure. The Executive Council shall fix its own rules of procedure that shall not be inconsistent with these Bylaws.
Section 5.1 Appointment, Term, Removal. The Officers of the Corporation shall be the President, the First Vice President, the Second Vice-President, the Secretary-General, the Secretary, the Treasurer, the Executive Officer, and in addition thereto, one or more Assistant Secretaries, one or more Assistant Treasurers and such other Officers, with such duties, as the Executive Council shall from time to time determine. Any person may hold more than one office. The Executive Council may, in its discretion, from time to time limit or enlarge the duties and powers of any officer appointed by it.
Section 5.2 The President. The President shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of the Entitled Members and all meetings of the Executive Council and Management Board . He may call special meetings of entitled Members at his discretion and shall call annual meetings of Entitled Members, as provided by these Bylaws. Subject to the direction and control of the Executive Council, the President shall:
(a) be in personal charge of the principal office of the Corporation;
(b) have the general management, supervision and control of all of the property, business and affairs of the Corporation, prescribe the duties of the managers of all branch offices, and exercise such other powers as the Executive Council may from time to time confer upon him; and
(c) subject to approval of the Executive Council, appoint heads of departments and generally control the engagement, government and discharge of all employees of the Corporation, and fix their duties and compensation.
He shall at all times keep the Executive Council fully advised as to all of the Corporation’s business.
Section 5.3 The President-Elect. The President-Elect shall perform the duties of the President on all occasions when the President is unable to do so. If the office of President becomes vacant for any reason, the President-Elect shall automatically fill the role of President until the next annual meeting and shall then be eligible for election as President if nominated in accordance with these Bylaws.
Section 5.4 The Vice President or Vice Presidents. The Vice President or Vice Presidents shall, in such order as the Executive Council shall determine, perform all duties assigned to him or them by the Executive Council or the President.
Section 5.5 The Secretary. The Secretary shall attend all meetings of the Eligible Members, Management Board and of the Executive Council, and shall record the proceedings thereof in the minute book or books of the Corporation. He shall give notice, in conformity with these Bylaws, of meetings of Eligible members and, where required, of the Executive Council. In the absence of the President and the Vice President, or the Vice Presidents if there be more than one, he shall have power to call such meetings and shall preside thereat until a President Pro Tempore shall be chosen. The Secretary shall perform all other duties incident to his office or which may be assigned to him by the Executive Council or the President.
Section 5.6 The Treasurer. The Treasurer shall be a member of a finance committee and shall have custody of all of the funds, notes, bonds and other evidences of property of the Corporation. He shall deposit or cause to be deposited in the name of the Corporation all monies or other valuable effects in such banks, trust companies or other depositories as shall from time to time be designated by the Management Board. He shall make such disbursements as the regular course of the business of the Corporation may require or the Management Board may order. He shall perform all other duties incident to his office or which may be assigned to him by the President or the Management Board.
Section 5.7 The Secretary General. The Secretary-General shall be the chair of a committee of the Executive Council (by whatever name and having such terms of reference as may be approved from time to time by the Board) responsible for development of membership and is responsible for recruiting and maintaining membership and strengthening membership collaborative efforts in cooperation with regional offices. The Secretary-General may carry out special missions on behalf of the Corporation as directed by the President and the General Assembly.
Section 5.8 Executive Officer. The Executive Council may appoint any person to the position of executive officer (the “Executive Officer”), by whatever title, for the period and on the terms (including as to remuneration) the Executive Council sees fit. The Executive Officer shall perform whatever duties or functions that the Executive Council shall request.
Section 5.9 Assistant Secretary and Assistant Treasurer. The Assistant Secretary or Assistant Secretaries and Assistant Treasurer or Assistant Treasurers, if elected or appointed, shall, in such order as the Management Board may determine, perform all of the duties and exercise all of the powers of the Secretary and Treasurer, respectively, during the absence or disability, and in the event of a vacancy in the office, of the Secretary or Treasurer, respectively, and shall perform all of the duties assigned to him or them by the President, the Secretary in the case of Assistant Secretaries, the Treasurer in the case of Assistant Treasurers, or the Management Board .
Section 5.10 Absence of Officers. In the absence or disability of the President, the President-Elect and Vice President, or Vice Presidents if there be more than one, the duties of the President (other than the calling of meetings of the Eligible Members and the Executive Council) shall be performed by such persons as may be designated for such purpose by the Executive Council. In the absence or disability of the Secretary and of the Assistant Secretary, or Assistant Secretaries if there be more than one, or of the Treasurer and the Assistant Treasurer, or Assistant Treasurers if there be more than one, the duties of the Secretary or of the Treasurer, as the case may be, shall be performed by such person or persons as may be designated for such purpose by the Executive Council.
Section 5.11 Compensation. The Management Board shall have the authority to fix the compensation, if any, of the Officers, agents and employees.
The Eligible Members may at any time depose or remove from office any Director, Officer, subordinate Officer, agent or employee, whenever, in their judgment, the best interests of the Corporation will be served thereby. The number of votes cast to remove a Director must be sufficient to elect the Director at a meeting to elect Directors. The Executive Council may at any time remove from office or discharge from employment any Officer, subordinate Officer, agent or employee appointed by it or by any person under authority delegated by it, whenever, in their judgment, the best interests of the Corporation will be served thereby.
Section 7.1 The Management Board shall cause a complete audit to be made of the books of the Corporation at least once in each fiscal year and more often if required by the Executive Council, and shall thereafter make appropriate reports to all Eligible Members and the Executive Council. The Management Board may appoint some person, firm or corporation engaged in the business of auditing to act as the auditor of the Corporation.
Section 7.2 Subject to the Act, the Management Board shall determine whether and to what extent, and at what times and places and under what conditions, the accounting records and other documents of APACPH or any of them are open to the inspection of Members other than Directors, and a Member other than a Director does not have the right to inspect any document of APACPH except as provided by law or authorised by resolution of the Board.
Section 7.3 The Executive Council and Management Board
Section 8.1 Proper Officers. Except as hereinafter provided or as required by law, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts, bills of exchange, orders for the payment of money, licenses, endorsements, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature, which require execution on behalf of the Corporation, shall be signed by (a) the President and (b) a Vice President, the Secretary or the Treasurer. The Management Board may from time to time authorize any such documents, instruments or writings to be signed by such Officers, agents or employees of the Corporation, or any one of them, in such manner as the Executive Council may determine.
Section 8.2 Facsimile Signatures. The Management Board and the Executive Council may, from time to time by resolution, provide for the execution of any corporate instrument or document, including but not limited to checks, warrants, letters of credit, drafts and other orders for the payment of money, by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in any such resolution.
Section 8.3 Funds. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Management Board may select.
Section 9.1 Books and Records. The Corporation must keep correct and complete books and records of account of the Corporation and minutes of the proceedings of its Eligible Members, Executive Council, Management Board and any committee having any of the authority of the Executive Council, and shall keep at its registered office or principal office in the State a record of the names and addresses of its Members. All books and records of the Corporation may be inspected, upon written demand, by any Eligible Member or Eligible Member’s agent or attorney for any proper purpose at any reasonable time. Demand of inspection other than at a meeting shall be made in writing upon the President, the Secretary or any other officer designated by the Executive Council.
Section 9.2 Inspection of Bylaws. The Corporation must keep in its principal office for the transaction of business a copy of the Bylaws of the Corporation as amended or otherwise altered to date, to be open to inspection by the Eligible Members at all reasonable times during office hours.
The fiscal year of the Corporation is as may from time to time be established by resolution by the Management Board.
The Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, subject to repeal or change by the Eligible Members, by a majority vote of the Directors present at any meeting of the Executive Council at which a quorum is present or by the written consent of such Directors; provided, however, that the Executive Council may not adopt a Bylaw or amendment thereof changing the authorized number of Directors.
Section 12.1 Regional Offices. The Management Board of the Corporation may by resolution of the General Assembly on recommendation from the Executive Council establish, amalgamate or abolish (as the case may be) regional offices of the Corporation.
Section 12.2 Establishment. A regional office shall not be established unless the Management Board has first prepared and made available to the General Assembly a full business case for the establishment of the regional office, including the manner in which the regional office is to be resourced, staffed and supported.
Section 12.3 Operation. Each regional office shall:
(a) Be established and conducted in accordance with relevant policies and directives of the General Assembly as to the manner in which the regional office (or regional offices generally) is to be conducted; and
(b) Operate under the leadership of a Regional Director approved and appointed by the General Assembly on recommendation from the Executive Council, and on terms from time to time determined by the Executive Council; and
(c) report quarterly to the Management Board and annually to the General Assembly on the matters, and in the manner, from time to time required by those respective bodies.
Section 12.4 Surplus assets on winding up or dissolution
(a) Upon the winding up or dissolution of APACPH or any regional office, any remaining property after satisfaction of all debts and liabilities, will not be paid to or distributed among the Members, but will be given or transferred to some other institution or organization(s) as determined by the entitled Members at or before the time of winding up or dissolution and, in default of any determination, by the Supreme Court of Queensland which:
- has objects similar to the objects of APACPH; and
- whose constituent documents prohibit the distribution of its income and property among its members on terms substantially to the effect of Section 1.2.
(b) Upon the winding up or dissolution of APACPH or any regional office the Executive Council will endeavor to ensure the timely execution of items in Section 12.4.(a) and will ensure relocation of the secretariat in a member country without serious disruption of services clearly established.
The word “person” or any pronoun used in place thereof, where the context so requires or admits, shall include and mean individuals, firms, corporations, partnerships and associations. The singular includes and means the plural, or vice versa. Masculine, feminine, and neuter genders include or interchange each of the other genders as the context implies or requires.
1. I am the Secretary of Asia-Pacific Academic Consortium for Public Health.
2. The attached Bylaws are the Bylaws of the Corporation adopted by unanimous written consent of the Executive Council effective as of ________, 20__.
DATED: ______________________, 20__.