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Constitution

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Asian Finance Association (AsianFA)

 

Constitution

 

Article I          Name and Place of Business

 

(a)             The organization will be known as the "Asian Finance Association", (AsianFA), hereafter referred to as the "Association".

 

(b)             The AsianFA is the successor organization to the Asia Pacific Finance Association (APFA) and the Pacific Basin Financial Management Society (PBFMS). 

 

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

 

 

Article II         Mission

 

The mission of the Association is to foster academic activities, including research and training in the discipline of finance, as broadly defined, in the Asia Pacific region. To that end, the Association’s activities will include, but will not be limited to, the following:

 

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

 

(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 material for teaching and practice by using data available worldwide, in particular data relating to Asia-Pacific economies.

 

(c)             Collaborating, whenever feasible, with academic and business organizations to further the above two basic objectives, including developing alliances with finance and finance-related associations in the Asia-Pacific region and elsewhere.

 

 

Article III       Membership

 

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

 

(b)             Ordinary Membership will be open to individuals having a professional interest in finance. They include academics in educational institutions who are in finance and related areas, and practitioners in various fields of finance.

 

(c)             Student Membership will be open to registered students of graduate and post-graduate institutions offering training in finance and related areas.

 

(d)             Institutional Membership will be open to  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 will be submitted by the Executive Chairman, President, or Managing Director, or other senior staff members nominated by them such as the Director of Human Resources in the case of corporations or Dean of faculty of institutions. For the purpose of liaison, a person who is a full-time employee of the corporation or the institution concerned is acceptable as stated in the Membership Application form. All contacts by the Association with the Institutional Member will be made through the liaison person. The AsianFA Board may decide, on a case by case basis, to grant the same privileges as Ordinary Membership to the representatives of an Institutional Members, such as conference participation privileges or enter into other special arrangements with an Institutional Member.

 

(f)              Only Ordinary Members will be entitled to nominate candidates for offices, vote in elections and hold office in the Association.

 

(g)             Application for all categories of membership or renewal of such membership will be submitted to the Vice-President (Membership) of the Association. The decision of the Vice-President will be final.  A copy of the Constitution of the Association shall be available to every approved member.

 

(h)             Membership is not transferable.

 

(i)              All membership is effective for 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 will result in the suspension of membership rights and privileges. Notwithstanding the above, the Board of Directors of the Association will have the right to grant waiver of payment of membership dues in special cases.

 

(j)              Membership may be terminated upon request by a member by giving one month's notice in writing to the Vice-President (Membership).

 

(k)             Membership may be terminated unilaterally by 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 engaged in activities prejudicial to the interests of the Association, or to have committed a serious breach of the Constitution of the Association. In such cases no 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. The affected member will have the right to appeal the decision to the Board of Directors within one month of receiving the termination notice.

 

 

Article IV        Membership and Other Fees 

 

(a)             Upon admission to membership, Ordinary Members will pay annual fees designated in US dollars as decided by the Board of Directors from time to time.

 

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

 

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

 

(d)             All fees will be payable before the first day of the Association’s financial year.

 

Article V        Management and Board of Directors

 

(a)             The management of the Association will be vested in a Board of Directors comprising seven to twenty-five members, who will also be referred to as Board members. In addition to the above, the Immediate Past President of the Association will 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. Until the Board decides otherwise, the journals known as International Review of Finance (IRF) and Pacific Basin Finance Journal PBFJ) constitute the Association's journals. The International Review of Finance is in conjunction with the Nippon Finance Association.

 

(b)             All Board members will be elected by the Ordinary Members of the Association, except for the Immediate Past President of the Association and the Chief Editors of the Association's journals. All elected Board members will hold office for a period of two years from the time of election. The term of office will start from the Annual General Meeting of the Association in the year they are elected and last until the Annual General Meeting in which the next Board will take office.

 

(c)             Seven members of the Board of Directors will form the Executive Committee of the Board: President, Vice-Presidents (Programs), Vice-President (Membership), Secretary, Assistant Secretary, Treasurer and the Immediate Past President.

 

(d)             The elected Board members will elect the President. The Immediate Past President will organize and preside over the election of the Board members as well as the President in accordance with the procedure described in Article VIII below. He/she will announce the results of the election of the Board members as well as the President to all members of the Association within two weeks of the elections by e-mail (or by other means of communication if considered expedient).

 

(e)             Upon election, the President will nominate the other members of the Executive Committee besides the Immediate Past President, and will forward his/her nominations to the Board for approval. At its first meeting, the Board will deliberate on their approval.

 

(f)        The Executive Committee will determine the priorities and the policies of the Association consistent with the Constitution, and organize and supervise the regular activities of the Association. The Executive Committee will report its decisions to the Board of Directors on a regular basis.

 

(g)       A Board of Directors' meeting will be held at least once a year. Prior notice of at least 21 days will be given to the Board members.  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 by members in attendance, or in writing or via email, in matters circulated for decision by the Executive Committee.

 

(h)       When 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, a copy of a member's signature by fax or email or electronic signature will  be acceptable.

 

(i)        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.

 

(j)        In the event of resignation or death of any member of the Executive Committee, the position may be filled by nomination by the President from among the remaining Board members.

 

 

Article VI.      Duties of Executive Committee Members

 

(a)             President:

(1)   The President will preside over all meetings of the Association and Board of Directors.

(2)   The President will be responsible for the administrative direction of the Association and for supervising the performance of the other Executive Committee members.

(3)     The President will appoint all committees of the Association based on the recommendations of the other Executive Committee members and will oversee all such committees. The President will notify the Board of all such appointments within two weeks.

(4)   The President will represent the Association in its dealings with all external parties, including individuals and associations.

 

(b)        Vice President (Program):

(1)     In the absence of the President either the Vice President (Program) or the Vice President (Membership) will perform the President’s duties as indicated above if directed by the Board to do so.

(2)     The Vice President (Program) will be responsible for organizing the conferences, and related activities of the Association. He/she may seek the assistance of the Program Committee formed for the purpose and appointed by the President.

(3)     The Vice President (Program) will be the chair of such committee.

(4)     The Vice President (Program) will be responsible for providing regular updates on the status of the Association’s conferences to other Board members.

 

(c)        Vice President (Membership):

(1)   In the President's absence, the Vice President (Membership) or the Vice President (Program) will perform the President’s duties as indicated above if directed by the Board to do so.

(2)     The Vice-President (Membership) will be responsible for promoting the Association and expanding its membership in the Asia-Pacific region. He/she will work update the membership register, renewal of the members, and communicating with the other Board members as well as members of the Association in membership-related matters.

(3)     The Vice President (Membership) will be responsible for providing regular updates on the status of the Association’s membership to other Board members.

(4)     The Vice President (Membership) will be in charge of the current membership list of the Association and all registration matters.

 

(d)        Secretary/Assistant Secretary:

(1)     The Secretary will be responsible for handling all meetings, correspondences and records of meetings of the Board of Directors and of the Association. To that end, he/she will set the agenda of the meetings of the Board of Directors and make the agendas available to the Board members at least one month before the meetings. Similarly, he/she will set the agenda of the Annual General Meeting of the Association and make the agenda available to all members of the Association at least one month before the AGM.

(2)     The Secretary will compile a record of all meetings of the Association and make it available to the membership.

(3)     The Secretary will be an ex-officio member of ad hoc membership committees, if any.

(4)     The Secretary will be an ex-officio member of ad hoc nominating committees, if any.

(5)     The Assistant Secretary will assist the Secretary in discharging his/her duties.

(6)     In the absence of the Secretary, the Assistant Secretary will perform all duties of the Secretary.

 

(e)             Treasurer:

(1)     The Treasurer will be responsible for all financial matters pertaining to the            Association.

(2)     The Treasurer will have custody of the Association's funds. He/she will 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 will render an account of all transactions at the President's request and at least once a year at the Board meeting as well as the Annual General Meeting of the membership.

(4)   The Treasurer will 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 determined from time to time by a resolution of the Board of Directors, will jointly sign the cheques and approve banking transaction for the withdrawal of the funds of the Association toward fulfillment of the obligations of the Association.

 

(f)        Chief Editors of the Association's Journals:

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

(2)   Each Chief Editor will render an account of the respective journal affairs at the President's request and at least once a year at the Board meeting as well as the Annual General Meeting of the membership.    

 

(g)        Immediate Past President:

(1)   The Immediate Past President will be a member of the Board as well as the Executive Committee in order to ensure a smooth transfer of the administration of the Association. He will stand by to give advice and counsel to the President if so requested by the President.

(2)   The Immediate Past President will be responsible for conducting the election of the Board members as well as the President of the Association (see Article V(d) above).

 

(h)        The Board members, who are not members of the Executive Committee, will assist in the general administration of the Association and perform duties assigned by the Board of Directors from time to time.

 

Article VII     Committees

 

(a)             There may be up to three standing committees as follows: Program Committee, Membership Committee, and Nominating Committee. Each committee will consist of up to three members, excluding the relevant office-bearers of the Board who will be ex-officio members of the committees.       

 

(b)             The term of office for the members of each of the standing committees will be limited to 2 years. 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 the Immediate Past President (The nomination committee will only serve for a year, during the election year).

 

(c)             Excluding the three standing committees mentioned above, in the event of the position of the Chief Editor of an Association’s journal becoming vacant, the Board may set up a Selection Committee to assist the publisher of the respective journal in the appointment of a new Chief Editor. In the case of the International Review of Finance, this process should be in cooperation with the Nippon Finance Association (NFA).

 

(d)             The President may request the Board to set up additional ad hoc committees if it is considered necessary to do so.

 

 

Article VIII    Election Procedures

 

(a)             At most 5 elected Board members may be from a particular country or territory An individual is deemed as belonging to a particular country or territory and eligible to be nominated under that category if he/she resides in and/or employed by an institution operating in that country or territory.

 

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

 

(c)             The Immediate Past President, or the Nominating Committee, if any, on behalf of the Immediate Past President, will call for nominations of members for election to the Board at least twelve weeks prior to the date of the forthcoming AGM. The nominations must close at least eight weeks before the AGM. Nominations may be made by any ordinary member of the Association, but each nomination must be seconded by at least one other ordinary member and accompanied by written consent from the nominees. The nominations need to be submitted in writing (including via email) to the Nominating Committee. A member cannot nominate or second more than four candidates in total. The Nominating Committee, after due consideration of the interests of the Association (including balancing the geographical diversity of the Board), may nominate others, following the same procedure of nomination.

 

(d)             The ordinary members can nominate someone who is not currently a member of the Association for a Board member. However, if the person is elected, he/she can join the Board only after becoming an ordinary member and paying the required membership fees.

 

(e)             The list of nominees indicating each nominee's name, institutional affiliation and country of residence, and the election ballots will be sent to all ordinary members of the Association at least six weeks prior to the Annual General Meeting.

 

(f)              The Ordinary Members will elect a minimum of seven to a maximum of twenty-five Board members from the list of nominees. If more than five nominations for any given country or territory are received, then an election for five Board members from the country or territory must be conducted. The candidates who receive the five highest vote tallies will be declared elected. Similarly, if more than twenty-five nominations in total are received for all countries and territories together, but not more than five nominations for any single country or territory, then an election for the twenty-five positions on the Board must take place.  The candidates who receive the twenty-five highest vote tallies will be declared elected. On the other hand, if more than twenty-five nominations in total are received for all countries and territories together, including more than five nominations for a given country or territory, then two elections must take place simultaneously: one for the five Board positions from the given country or territory and the other for the remaining twenty positions on the Board.  In the absence of either of the two situations, all nominated candidates will be declared elected unopposed. Voting will close at a date specified by the Nominating Committee at least four weeks prior to the Annual General Meeting.

 

(g)             In addition to the elected members, the Board will have the option to co-opt new members, up to a maximum of 5, in the interest of geographic diversity (for example, representation of countries/territories that are currently unrepresented on the Board) and on other compelling grounds. The co-option, if any, will be decided at the first Board meeting of the new Board.

 

(h)             Following the election of the Board members, the new Board members will elect the new President from among themselves. A nomination for the candidate for the position of the President may be made by any elected Board member, but each nomination must be seconded by at least one other new Board member and accompanied by written consent from the candidate. The nominations need to be submitted in writing (including via email) to the Immediate Past President. A Board member cannot nominate or second more than one candidate. If more than one nomination is received, then an election must take place at least two weeks before the AGM.

 

(i)              Members of the newly constituted Board can be nominated for the position of the new President.

 

(j)              Announcement of the new elected Board members as well as the President will be made by the Immediate Past President at the annual Board meeting as well as at the AGM.

 

 

Article IX        Annual General Meeting

 

(a)             The Annual General Meeting (AGM) will be held during the annual conference of the Association.

           

(b)             At other times, an extraordinary general meeting may be called by the President on the request in writing of not less than 25 ordinary members, or 1/4 of the total ordinary membership, whichever is the greater. An extraordinary meeting may also be called by the President if requested by a majority of the Board members.

 

(c)             At least twelve weeks' notice will be given of an AGM 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, communications by email will be deemed sufficient delivery of notices and agenda items thereof.

 

(e)             The agenda for the AGM will include the following items (though not necessarily limited to them):

(1) Approval of the minutes of the previous AGM;

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

(6) 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 date.

 

(g)             A quorum for the AGM will consist of at least ¼ of the total membership or twenty-five 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 in attendance following the recess will be deemed sufficient to form a quorum. 

 

(h)             The designation of a proxy by a member shall be deemed as the presence of the member at the General Meeting. Details of authorization 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.

 

 

Article X         Annual Conference

 

(a)             The Association's Conference will be held on dates recommended by the Vice-President (Programs) in concurrence with the President, and approved by the Board of Directors.

 

(b)             The Board will have the authority to appoint appropriate individuals or entities as organizers of the annual conference, and to determine appropriate financial arrangements between the Association and the organizers. The Board will exercise this authority on the recommendation of the Vice-President (Programs) in concurrence with the President.

Article XI        Audit and Financial Matters

 

(a)        An Honorary Auditor may be appointed at the annual Board meeting and approved at the AGM. The auditor will hold office from the date of the AGM in which the appointment is made to the next AGM.  He/she may be re-appointed for a consecutive term.

 

(b)             The Auditor will be required to audit the annual accounts and present a report to the AGM. The Auditor may be required by the President to audit the Association’s accounts for any period within the tenure of the Auditor’s office and submit a report to the Board of Directors.

 

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

 

 

Article XII      Journals

 

(a)             The regular management of the Association’s journals shall be directed by the Editorial Board, which may include a Chief Editor.  The Chief Editors of the journals will be ex-officio Board members, if not already elected as Board members.

 

(b)             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 from any member of the Association including the Board members. 

 

(c)             From time to time, the Board of Directors, at the request of the President, may review the Association’s policy with respect to its journals, including continuation of the Association’s support of the current journals and/or adoption of new journals.

 

 

Article XIII     Amendments/Revisions to Constitution

 

(a)             From time to time, the Board of Directors, at the request of the President, may consider an amendment to, or revision of, the current constitution of the Association. On such occasions, the President may appoint an ad hoc committee to undertake the task of suggesting amendments/revisions.

 

(b)             However, no alteration or addition/deletion to the current constitution can be made except at a general meeting of the Association with the consent of two-third of the voting members present at the meeting.

 

 

Article XIV     Interpretation

 

(a)             In the event of any question or matter pertaining to the policies or management of the Association, which is not expressly dealt with in the constitution, the Board of Directors will have the authority to use their own discretion.  

 

(b)             In the event of any dispute arising among the members relating to matters of the Association, they may approach the Board of Directors. If necessary, the Board may request the President to appoint an ad hoc committee to come up with suggestions to resolve the dispute and report back to the Board.

 

 

Article XV     Dissolution

 

(a)             The Association shall not be dissolved, except at an extraordinary general meeting convened for the purpose with the consent of two-third of the voting members present at the meeting.

 

(b)             For the purposes of Article XV(a), in the event of there being no quorum at the meeting convened for the purpose, an adjourned meeting may be convened within two months.

 

(c)             In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association will be fully discharged. The Board may decide to distribute any remaining funds among all current members of the Association, or donate them to any organization(s) approved by the meeting convened per item XV(a) above.