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Constitution

Article I          Name and Place of Business

 (a)            The organisation shall be known as the "Asian Finance Association" (AsianFA) hereinafter referred to as the "Association".

 (b)            The AsianFA is the successor organisation, and will continue the activities of the previous organisations namely the Asia Pacific Finance Association (APFA) and the Pacific Basin Financial Management Society (PBFMS). 

 (c)       The Association's place of business shall be FLAT M715, Li Ka Shing Tower, The Hong Kong Polytechnic University, Hung Hom, Kowloon,  Hong Kong, or at such other address/es as may subsequently be decided by the Board of Directors and informed to the Registrar of Societies.

 

Article II        Objects

 The objects of the Association are to foster education and advance standards, in the Asia Pacific region, in the discipline of finance as broadly defined:

 (a)            facilitating the exchange of information and ideas among educators and between business executives and academicians by mechanisms such as conferences, publications of journals, newsletters and other forms.

 (b)            encouraging both theoretical and empirical research activities that advance the knowledge of finance broadly defined and help in efforts to increase the available body of finance materials for teaching and practice by using data available worldwide, in particular, data relating specifically to Asia-Pacific economies.

 (c)            cooperating whenever feasible with academic and business organisations to further the above two basic objectives, including developing alliances with finance and finance-related associations.

 Article III       Membership

 (a)                 The Association shall have three classes of membership namely: Ordinary Members, Student Members, and Institutional Members.

 (b)                 Ordinary Membership shall be open to individuals having a professional interest in finance. These include academics of educational institutions who are in finance and related areas, employees of financial institutions, and practitioners in corporate finance.

 (c)                 Student Membership shall be open to registered students of tertiary institutions studying in finance and related areas.

 (d)                 Institutional Membership shall be open to approved institutions engaged in the practice of finance or administration of teaching or research related to finance and interested in furthering the objectives of the Association through participation in its activities.

 (e)                 Application for Institutional Membership shall be submitted by the Executive President or Managing Director or nominated persons such as the Director of Human Resources in the case of companies or Dean of faculty of institutions. For this purpose, a liaison person who is a full-time employee of the Institution is acceptable as stated in the Membership Application form. All correspondence by the Association with the Institutional Member shall be made with this liaison person's office. The AsianFA Board may deem that some number of persons who are employees of an Institutional Member shall enjoy the same privileges as Ordinary Members of the Association: these members will be eligible to attend the conference on the same basis as the Ordinary Member. Other arrangements may apply to the Institutional Members as may be determined by the Board of Directors from time to time.

 (f)                  Only Ordinary Members shall be entitled to nominate, vote, and hold office in the Association.

 (g)                 Application for all categories of membership or renewal of such membership shall be submitted to the Membership Committee for consideration of approval. The decision of the Membership Committee shall be final.  A copy of the Constitution shall be available to every approved member.

 (h)                 Membership shall be withdrawn upon request by the Member by giving one month's notice in writing to the Assistant Secretary.

 (i)                  Membership is not transferable.

 (j)       Membership is effective in the Association's financial year (January to December) for which membership dues are paid.Membership dues not paid after 6 months from the due date of payment at the beginning of the financial year shall lead to the suspension of membership rights and privileges. Notwithstanding the above, the Board of Directors shall have right to grant specific waiver of payment of membership dues.

 (k)                  Membership may be terminated unilaterally by affirmative vote of a majority of the Board Members in circumstances in which the affected member is deemed to have damaged the reputation of the Association, or to have been engaging in activities, which may undermine the interests of the Association, or to have committed a serious breach of the Constitution of the Association. In such cases net dues may be refunded. In cases of suspended membership, the Board may also decide to terminate the membership unilaterally. In all cases, the affected member will be notified of the Board's decision.

 
 Article IV     Annual Subscriptions and Other Dues

 (a)            Ordinary Members shall pay annual fees as decided by the Board of Directors from time to time designated in US dollars upon admission to membership. Institutional Members shall pay annual fees to be determined by the Board. All fees shall be payable before the first day of the financial year.

 (b)            Student members shall pay a membership fee as decided by the Board of Directors from time to time designated in US dollars.

 (c)            Institutional members shall pay annual fees as decided by the Board of Directors from time to time designated in US dollars.

 

Article V        General Meetings

             (a)            The Annual General Meeting will be held during the annual conference before the month of December.            

(b)            At other times, an extraordinary general meeting must be called by the President on the request in writing of not less than 25 voting members or 1/4 of the total voting membership, whichever is the greater. An extraordinary meeting may be called at anytime by order of the Board of Directors.

 (c)            At least ten weeks' notice shall be given of an annual general meeting and at least four weeks' notice of an extraordinary general meeting. The particulars of the agenda shall be posted to members at least two weeks in advance of the meeting.

 (d)            For the purpose of convening general meetings, communication by email shall be deemed sufficient delivery of notices and agenda items thereof.

 (e)            The following items shall be considered at the Annual General Meeting:

     (1) Approval of the minutes of the previous General Meeting;

                (2) Approval of the previous financial year's accounts and annual report of the Board of Directors.

    (3) Review of audit results;

    (4) Appointments to the Board of new members;

    (5) Appointment of the Honorary Auditor for the following years;

                (6) Discussion and approval of recommended amendments to the Constitution and By-Laws;

    (7) Any other business that may come before the meeting.

(f)            Any member who wishes to place an item on the agenda of a general meeting may do so provided notice is given to the Secretary eight weeks before the meeting is due.

(g)            A quorum for the Annual General Meeting will consist of at least ¼ of the total voting membership or twenty-five voting members of the Association present at a general meeting, whichever is less.  In the event of there being no quorum at the commencement of a general meeting, the meeting shall be adjourned for a short recess of between 10 and 30 minutes, and the members then in attendance shall be sufficient to form a quorum.  Such a meeting as described with a short recess shall have no power to amend any of the existing articles in the Constitution.

 (h)           The designation of a proxy by a member shall be deemed as the presence of the member at the General Meeting. Details of authorisation must be stated in a proxy form.

 (i)             For matters deliberated upon at a general meeting, a resolution shall be deemed as passed if approved by a majority of all ordinary members in attendance.

 (j)             The Association's Conference will be held as determined by the Board of Directors. The Board has the authority to appoint appropriate individuals or entities as organisers of the annual conference and determine appropriate financial arrangements between the association and the organising entity.

 

Article VI       Management and Board of Directors

 (a)        The management of the Association shall be vested in a Board of Directors comprising seven to twenty five members, who shall also be referred to as Board members. The number of Board members for the following term is to be determined by the current Nominating Committee. In addition to the above, the Immediate Past President of the Association shall also be a Board member for the duration of two years. The Chief Editors of the Association's journals, if not already Board members by election, shall also be ex officio Board members. Unless determined otherwise by the Board, the journals known as International Review of Finance (IRF) and Pacific Basin Finance Journal PBFJ) constitute the Association's journals.

 (b)           The First Board of Directors will consist of members of the Board of Directors of the APFA and PBFMS in office when the AsianFA is formed. The existing Presidents of the two societies will act as co-Presidents of the new society with the key office holders remaining in the First Board. Members of the First Board will hold office until a new Board is formed after the first election in year 2003.

 (c)        Elections of Board members will be held every two years commencing in 2003. Excepting the cases of the Immediate Past President of the Association, and the Chief Editors of the Association's journals, if not elected, all other Board members shall be elected into office at the Annual General Meeting.

 (d)            All elected Board members shall hold office for a period of two years from the time of election. The term of office will start from the Annual General Meeting in which they are elected and last until the Annual General Meeting in which the next election shall take place.

 (e)            Seven members of the Board of Directors shall form the Executive Committee of the Association: President, Vice-Presidents (2), Secretary, Assistant Secretary, Treasurer and the Immediate Past President.

 (f)        At the first meeting of a new Board, the elected Board members will elect the Executive Committee, except for the outgoing President continuing in the Committee for another two years. For the purpose of election of key office­-bearers among the elected Board members as stated in Article VI (e), the Immediate Past President shall organise and preside over this election. The Immediate Past President can also stand for election to any key office other than President. The election of each of the Executive Committee members shall be endorsed by a majority of the Board members, and the results shall be announced to members of the Association by mail or email within 4 weeks of the Board election, every two years.

 (g)            The Executive Committee shall determine policies of the Association, which shall be consistent with the Constitution, and organise and supervise the regular activities of the Association. The Executive Committee shall report its decisions to the Board of Directors on a regular basis and to the membership at the Annual General Meeting.

 (h)           An individual is deemed a representative for a particular country or territory and eligible to be nominated under that category if they are resident in and/or employed by an institution operating in that country or territory. At most 5 elected Board members shall be from a particular country or territory. At least 5 countries or territories shall be represented at the Board. The election procedures shall be elaborated in Article VII.

 (i)             For the purpose of this Article, countries or territories refer to those located in Asia or the Pacific Basin.

 (j)         A Nominating Committee shall be established by the Executive Committee one year ahead of the forthcoming election. The committee shall call for nominations to be made at least 9 weeks prior to the date of the forthcoming AGM with nominations that must close three weeks from the date of announcement by the Secretary assisting the Nominating Committee. Nomination of members for election to the Board shall be made by any Ordinary Member of the Association and submitted in writing (including via email) to the Nominating Committee provided that the nomination is seconded by at least one other Ordinary Member. A member cannot nominate or second in total more than four candidates for election. The Nominating Committee, after due consideration of the interest of the Association (including balancing the geographical diversity of the Board), may also file any number of nominees, following the same procedure of nomination. All nominations shall be valid provided there is written consent from the nominees. Nomination of Board members will close at least 6 weeks prior to the Annual General Meeting.

 (k)       The Nominating Committee shall, according to the election procedures elaborated in Article VII, decide the number of Board members to be elected The nomination list indicating the nominee's name, institutional affiliation and country of residence, and the election ballots will be mailed or emailed to members at least 4 weeks prior to the Annual General Meeting.

 (l)        The Ordinary Members will elect a minimum of seven to a maximum of twenty-five Board members through votes cast for nominees from all the countries or territories in response to the mailed or emailed ballots. Voting will close at a date specified by the Nominating Committee, typically 2 weeks to the day preceding the Annual General Meeting.

 (m)      Announcement of the new elected Board members shall be made by the Chairman of the Nominating Committee, after the normal business of the Board meeting is completed. The meeting in which the Nominating Committee announces the election results will be chaired by a Board member other than the outgoing President of the Board.

 (n)       Where a Board meeting cannot be convened, a resolution shall be deemed as passed if approved and signed by all Board members. For the purpose of this Article, facsimile copy of a member's signature by fax or email or electronic signature shall be deemed sufficient evidence of a Board member's agreement.

 (o)       A Board of Directors' meeting shall be held at least once a year. Prior notice of at least 21 days shall be given to Board members on this matter except for the first meeting of a new Board, or in the case of a Board Meeting scheduled to be held within 2 days of the AGM and announced at the AGM. The President may also call a Board meeting at any time by giving at least 21 days' notice. Resolutions of the Board can be confirmed either by a majority of vote or resolution in writing or via email, on matters circulated for decision by the Executive Committee.

 (p)       No expenditure exceeding US$500 at any one time shall be incurred without the prior approval of the Board of Directors, with the exception of payments to the publishers of the association’s journals which shall not exceed US$10,000. Expenditure of less than US$500 or payments of less than US$10,000 to the publishers of the association’s journals may be incurred by the President together with the Secretary or the Treasurer.

 (q)       In the event of resignation or death of any office-bearers on the Board, the position may be filled by an election from among the remaining members of the Board. The President or the Acting President shall have two votes in case of a balloting tie.

 

Article VII      Election Procedures

 The number of elected Board members from each country shall be determined by the Nominating Committee prior to the election, in accordance with the principles stated in Article VI (h) of the Constitution and the following:

(a)       At most 5 elected Board members shall be from a particular country or territory.  At least 5 countries or territories shall be represented at the Board.

 (b)            In the mailed or emailed ballot, each Ordinary Member shall be eligible to cast only one vote for each nominee subject to the provisions in Articles VI(h), (l) and VII (a).  .  .  The Nominating Committee may specify that ballots by regular mail and/or by email will also be counted in the election. In the event that there are more than 25 nominees for the board membership, the valid votes for all nominees would be tallied and the 25 nominees with the highest number of votes counted will be deemed to be elected board members, subject to the provisions in Article VII(a).  

(c)        The Board shall have the right to co-opt other members to the Board of Directors up to a number not exceeding 20 percent of the total number of members of the Board thus formed.

 Article VIII Duties of Key Office Bearers

 (a)            President:

(1)   The President shall preside at all meetings of the Association and Board of Directors.

(2)   The President shall be responsible for administrative direction of the Association and supervising the functions of the office-bearers.

(3)     The President shall appoint all sub-committees including standing committees based on the recommendations by the Board of Directors and shall oversee all such sub-committes.

(4)     The President shall be an ex-officio member of all standing committees.

(5)   The President shall represent the Association in its dealings with outside persons.

 

(b)        Vice President (Program):

(1)  In the absence of the President either the Vice President (Program) or the Vice President (Membership) shall perform the presidential duties as decided by the Executive Committee.

(2)  The Vice President (Program) shall be responsible for organising conferences, and related activities with assistance of the Program Committee. The Vice President (Program) will represent the Association in the Program Committee of the host institutions.

(3)  The Vice President (Program) shall be an ex-officio member of the Program Committee.

 

(c)        Vice President (Membership):           

(1)  In the President's absence, the Vice President (Membership) or the Vice President (Program) shall perform the presidential duties as decided by the Executive Committee.

(2)  The Vice President (Membership) shall be responsible for promoting the Association and the expansion of membership in the region. He/she shall work closely with the Secretary in updating the membership register, renewal of the members, and other communications with the body of members.

(3)  The Vice President (Membership) shall be the chair of the Membership Committee.

 

(d)        Secretary:

(1)  The Secretary shall be responsible for all meetings, correspondences and records of meetings of the Board of Directors and of the Association, and shall publish for the membership a record of all meetings of the Association.

(2)  The Secretary shall be an ex-officio member of all standing committees.

(3)  The Secretary shall be in charge of the current membership list of the Association.

 

(e)        The Assistant Secretary shall assist the Secretary in discharging his/her duties.

 (f)            Treasurer:

(1)          The Treasurer shall be responsible for the financial affairs of the Association.

(2)          The Treasurer shall have custody of all the Association's funds and shall keep full and accurate records of the receipts and disbursements in books belonging to the Association and shall deposit all funds and valuables of the Association as directed by the Board of Directors.

(3)      The Treasurer shall render an account of all transactions at the President's request and at least once a year at the Annual General Meeting or through mail to the members of the Association.

(4)      The Treasurer shall be responsible for billing and collecting annual membership subscription, special assessments, and other items of income.

(5)      The Treasurer and the President, or other key office-bearers as shall from time to time be determined by resolution of the Board of Directors, will jointly sign the cheque and banking transaction for the withdrawal of the funds of the Association. All transactions are to be for the fulfillment the obligations of the Association.

(g)        Chief Editors of the Association's Journals

(1)       The Chief Editors shall be responsible for matters relating to the respective journals.

(2)       Each Chief Editor shall render an account of the respective journal affairs at the President's request and at least once a year at the Annual General Meeting of the Association.  

 

(h)       Immediate Past President:

(1)       The Immediate Past President shall be a member of the Board to ensure a smooth transfer of the administration of the Association.

(2)       The Immediate Past President shall not stand for election as President.

 

(i)             The ordinary Board members shall assist in the general administration of the Association and perform duties assigned by the Board of Directors from time to time.

 

Article IX       Standing Committees

 

(a)            There shall be 3 standing committees as follows: Membership Committee, Program Committee, and Nominating Committee. Each standing committee shall consist of 3 members, excluding the relevant office-bearers on the Board who are ex-officio members of the standing committees.       

(b)            The terms of office for members of the standing committees shall be 2 years. The Board shall appoint the chairperson in each of the standing committees. The Program Committee will be chaired by the Vice President (Program) and the Membership Committee chaired by the Vice President (Membership). The Nominating Committee will be chaired by an officer of the Board, specifically approved by the Board one year prior to the election.

 (c)            In the event of the position of Chief Editor becoming vacant, the Board may set up a Selection Committee to assist the appointment of Chief Editor for the Association's journal in consultation with the publisher of the respective journal.

 (d)            The Board may set up additional ad hoc standing committees whenever it is necessary to do so.

 

Article X         Audit and Financial Year

 

(a)        The Honorary Auditor shall be elected at the annual general meeting and will hold office from the date of the AGM in which the election is made to the next AGM in which the next election shall take place.  He/she may be re-elected for a consecutive term.

 (1)      The Honorary Auditor will be required to audit each year’s accounts and present a report to the Annual General Meeting.

(2)      The Honorary Auditor may be required by the President to audit the Association’s accounts for any period within their tenure of the Honorary Auditor’s office at any date and make a report to the Board of Directors.

 

(b)        The financial year of the Association shall begin on 1st January and end on 31st December in the same year.  Members on the register will be deemed eligible to cast a ballot sent to them at the time of election.

 

Article XI       Journals

The Association shall distribute one or more finance journals to all eligible members.  The journal will contain articles of  scholarly quality and such other material as is determined to be useful to the membership.  All basic policy decisions as to content and manner of publication shall be decided by the Editorial Board of the journal without any interference with the quality and acceptance decisions.  The regular management of the journal shall be directed by the Editorial Board, which may include a Chief Editor.  The Association may consider other journals of relevance to be offered to members.  The Chief editors of the respective journals shall be ex-officio Board members, if not already elected as Board members.


 Article XII      Amendments to Constitution

 No alteration or addition/deletion to these articles shall be made except at a general meeting and with the consent of two-third of the voting members present at a general meeting.

 

Article XIII     Interpretation

 In the event of any question or matter pertaining to day-to-day administration, which is not expressly provided for in the Constitution, the Board of Directors shall have power to use their own discretion.

 

Article XIV     Disputes

 In the event of any dispute arising amongst members relating to matters of the Association, they shall attempt to resolve the matter at an extraordinary general meeting in accordance with the articles in the Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law in Hong Kong for settlement.

 

Article XV      Dissolution

 

(a)            The Association shall not be dissolved, except with the consent of a simple majority of the voting membership of the Associations, either in person or by proxy, at a meeting convened for the purpose.

 

(b)           For the purposes of Article XV(a), in the event of there being no quorum at the commencement of a meeting convened for that purpose, an adjourned meeting may be convened within two months, and the members then in attendance shall constitute a quorum for that meeting.

 

(c)            In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds will be returned on a proportionate basis to all outstanding members of the Association or be donated to any organization(s) approved by the meeting convened per item XV(a) above.