CONSTITUTION OF THE ASSOCIATION
Detailed constitution of the Asia Pacific Wrist Association as formed after the inception meeting.
Detailed constitution of the Asia Pacific Wrist Association as formed after the inception meeting.
01. Name of the Association
The name of this Association shall be “Asia Pacific Wrist Association” (herein called “the Association”).
02. Policy of the Association
The Association is a non-profit making international scientific association open to all individuals involved or interested in the wrist and the surgical management of its disorders.
03. Permanent Address of the Association
The registered office of the Association shall be established in the Hong Kong Special Administrative Region (HKSAR).
04. Aims and Objectives of the Association
The aims and objectives of the Association shall be:
05. Membership
The membership of the Association shall be divided into 4 categories: Full Member, International Member, Associate Member and Honorary Member. Admission criteria and the rights and privileges of the various categories of membership are defined below:
01. Full Membership
Full Members are surgeons practicing professionally in an Asia Pacific country or area, with special interest in wrist disorders and have devoted part of their practices to wrist surgery. Full members must pay full membership fees, can participate in all scientific activities of the Association at membership rate, have the right to participate at the General Assembly and have the right to vote, and are eligible to be elected as member of the Executive Board, or of other sub-committees of the Association.
02. International Membership
International Members are surgeons practicing professionally outside the Asia Pacific region, with special interest in wrist disorders and have devoted part of their practices to wrist surgery. International Members must pay full membership fees, can participate in all scientific activities of the Association at membership rate, and are eligible to be elected as member of the sub-committees of the Association. International Members have neither the right to vote at the General Assembly, nor can they be elected as a member of the Executive Board of the Association.
03. Associate Membership
Associate Membership is available to a) other medical and allied health professionals, scientists and individuals, who are not surgeons but are interested in wrist disorders and are practicing relevant services or researches in relation to the care of wrist disorders; b) Surgeons under training who practice professionally in an Asia Pacific country or area, with special interest in wrist disorders. Associate members pay reduced membership fees, can participate in all scientific activities of the Association at membership rate, and are eligible to be elected as member of the sub-committees of the Association. Associate members have neither the right to vote at the General Assembly, nor can they be elected as a member of the Executive Board of the Association.
04. Honorary Membership
The Honorary Membership may be conferred upon an individual who has made remarkably high contribution in the field of wrist disorders. Such conferment shall be recommended by the Executive Board and be approved at the General Assembly of the Association. Honorary members do not need to pay the membership fee, do not have the right to vote at the General Assembly and cannot be elected as a member of the Executive Board or any sub-committee of the Association.
Persons wishing to become members of the Association (except for Honorary Member) must submit their application forms to the Secretary General, with valid practicing certificate and practicing address as the supporting documents. The Secretary General shall examine the applications being submitted. His or her decision about the candidature shall be notified to the applicant who, in the event of acceptance, shall be admitted as a provisional member after payment of his or her annual subscription. The Secretary General shall submit every valid application to the Executive Board for the final decision of acceptance or rejection for being a member of the Association. In case of rejection, no refund of the subscription will be given to the applicant, and the decision is not subjected to appeal.
A valid application for Full Membership and International Membership must be supported by a nomination of ONE proposer, who is a Full Member of the Association. Applicants can write to the Secretary General to request for a nominator in case of need.
A valid application for Associate Membership does not require a proposer.
The subscription fee for Full Member and International Member is USD$100 and that for the Associate Member is USD $50 per one year. The subscription fee may be revised by the Executive Board from time to time. It shall be payable for the first time after provisional acceptance as applicant member of the Association and then at the beginning of the second calendar year. Any failure to pay the subscription that is not rectified after a reminder may cause for exclusion.
The termination of membership of a member may occur in any of the three following circumstances:
In each case, the General Assembly takes the decision based on the recommendation of the Executive Board. Membership may be suspended temporarily or indefinitely for any member who violates the by- laws or any other rules of the Association, or for any other reasons (for instance, a violation of criminal law) that are harmful to or conflicting with the best interests of the Association. The exclusion procedure is initiated by the Executive Board and voted by members at the General Assembly.
06. Organization
Executive Board
The interests of the Association shall be looked after by the following office bearers who shall constitute the Executive Board:
01. President
The President shall preside and chair at all the meetings of the Executive Board. The President shall have general supervision over the activities and operations of the Association. He or she shall sign, execute and acknowledge, in the name of the Association, finance, contracts or other affairs authorized by the Executive Board. The President has the right to vote and make a casting vote in the case of an equality of votes at the Executive Board meeting, General Assembly and Extraordinary Assembly.
The President-elect of the immediately previous term shall become the President ipso facto without further election. Upon completion of a two years’ term, the President shall become the Past President ipso facto in the following two years without further election.
02. President-elect
The President-elect shall perform the duties of the President in his or her absence or any duties to be assigned by the President or the Executive Board. Upon completion of a two years’ term, the President-elect shall become the President ipso facto in the following two years without further election.
The President-elect shall be the chairman of Election Committee in charge of selection of future president, during his or her term as the President-elect.
03. Vice Presidents
The Vice Presidents shall perform the duties of the President-elect in his or her absence. The Executive Board shall decide the number of Vice Presidents to be elected at the General Assembly, each for a period of two years upon recommendations of the Election Committee.
04. Past President
The Past President is the President of the immediate term before. The Past President is appointed ipso facto without election at the General Assembly for a period of two years. The Past President position will be vacant in the first founding Executive Board and the position will be replaced by one additional Board Member..
05. Secretary General
The Secretary General shall preside at all meetings and shall in cooperation with a hired part time secretary to provide secretarial support to the Executive Board, including general correspondence of the Association, the drafting of agenda, minutes of proceedings and all meetings of the Association, circulation of notices, keeping of all books, documents, records and papers, and any other duties and functions of a secretary.
The Secretary General is elected for a period of two years by the General Assembly upon recommendation of the Election Committee.
06. Treasurer
The Treasurer shall maintain the membership directory, list of e-mails addresses and collect the dues from the members with the cooperation by a hired part time secretary. The Treasurer will be responsible for the accounts of the Association, carries out payments and produces a financial report at every General Assembly.
The Treasurer is elected for a period of two years by the General Assembly upon recommendations of the Election Committee.
07. Board Members
The Board Members shall help to maintain and execute the decisions made by the Executive Board which uphold the aims and objectives of the Association. A Board Member shall also be a member of one of the Sub-committees of the Association. The Executive Board shall decide the number of Board Members to be elected at the General Assembly, each for a period of two years upon recommendations of the Election Committee.
Members of the Executive Board have to be Full Members of the Association and have paid the subscription. The terms of each function shall be two years. This shall not expire until a successor assumes office. All members of the Executive Board have to be elected by the General Assembly upon recommendation of the Election Committee, except for the first founding Executive Board, which shall be formed by agreement among the founding members of the Association without election at the General Assembly. All members can be re-elected for further terms at the General Assembly upon recommendations of the Election Committee.
Any member of the Executive Board may resign by sending s written notice of resignation to the Association. The member of the Executive Board’s resignation shall become effective immediately upon receipt of such written notice. If the President ceases to hold office during his term, the first Vice President shall ipso facto become the President for the remainder of the term, provided that the remaining period of office is one year or less. Otherwise, the President-elect shall become the President.
All members of the General Assembly or Executive Board shall exercise their office in an honorary capacity and shall not be remunerated. Upon resolution by the Executive Board, any member can be reimbursed for any expense incurred on behalf of the society.
Duties of the Executive Board of the Association
The Executive Board meets once a year, or more often if requested by the President or half of the members of Executive Board. The Executive Board may convene meetings through e-mails, video-conferences, telephone-conferences or through other means if in-person meeting of members of the Executive Board is not reasonably practicable. The presence of at least half of the Executive Board members is necessary for making decisions. A majority of votes will lead to a decision. If the vote is a tie, the President will have the right to make a casting vote.
The Executive Board is chaired by the President. In addition to the duties expressively mentioned in the Constitution of the Association, the Executive Board shall:
07. Election of the Executive Board
An Election Committee will solicit nominations from the members and recommend candidates for office bearers of the Executive Board. The Election Committee will have five members. The President-elect of the Executive Board will serve as the Chair of the Election Committee.
The list of nominees will be recommended by the Election Committee to the Secretary General of the Association six months prior to the General Assembly. Secretary General shall announce the list of nominees in writing, no later than four months prior to the General Assembly to the members. No nomination shall be presented to the members of the Association without the expressed consent of the nominee.
Biographical data on the nominees, shall be sent by the Secretary General of the Association to all Full Members with proxy form, and posted no later than 4 months prior to the General Assembly. Ballots shall be returned to the Secretary General of the Association no later than 2 months prior to the General Assembly.
Each Full Member of the Association will be entitled to one vote. Candidates receiving the highest number of votes for the position, which they were nominated shall be declared elected. If a tie occurs, the Election Committee shall select from among the tied candidates through a vote of the Committee.
08. Subcommitties
Subcommittees shall be appointed by the Executive Board every two years in the General Assembly:
The Executive Board shall decide the number, nature, responsibility and formation of the Subcommittees.
In particular, the Subcommittees shall be responsible for:
09. General Assembly and Extraordinary Assembly
General Assembly
The General Assembly shall be held annually on a date fixed by the Secretary General and shall be communicated to all members at least ninety days in advance. The Assembly shall be chaired by the President.
The General Assembly is the sovereign body of the Association. It shall hold the powers expressly attributed to it in this Constitution of the Association. In particular, it shall be responsible for:
Extraordinary General Assembly
An Extraordinary General Assembly may be called by the Executive Board or upon resolution of the Executive Board or upon written request by not less than ten full members addressed to the Secretary General. The date shall be fixed by the Secretary General and shall be communicated to all members at least thirty days in advance.
Notice of General Assembly and Extraordinary General Assembly
Notice of a General Assembly and Extraordinary General Assembly shall be made in writing and sent by ordinary mail or by e-mail to the last known address of each member. Unless otherwise provided, the notice shall set forth the agenda and be given at least ninety(General Assembly) or thirty (Extraordinary General Assembly) days prior to such meeting.
Voting rights, majority and quorum at General Assembly and Extraordinary General Assembly
Only Full Members have the right to vote. Full members may vote by proxy in a form approved by the Executive Board to another full member by written notice. At least twenty Full Members shall be present in General Assembly or Extraordinary Assembly in person in order to make a valid decision. Simple decisions are taken by a straightforward majority of vote. Voting is made by a show of hands. A single Full Member can ask for a ballot. In the case of a tie, the President shall have the right to make a casting vote.
Amendments to and changes of the Constitution of the Association are made at the General Assembly on the affirmative vote of at least two-thirds (2/3) of the Full Members in the presence of at least half of the Executive Board members. In the case of a tie, the President shall have the right to make a casting vote.
Written notice of the proposed changes is submitted to every member of the Executive Board one month prior to the meeting at which they are to be considered. The member proposing the amendments shall be responsible for providing copies (as an attachment to a mail or in print) of the proposed changes in the Constitution of Association, written in English, for each member of the Executive Board.
10. Dissolution and Liquidation
Dissolution of the Association requires affirmative vote of at least two-thirds (2/3) of the Full Members in the General Assembly with the presence of at least half of the members of the Executive Board. In the case of a tie, the President shall have the right to make a casting vote.
Liquidation shall be executed by the Executive Board. The assets that remain after liquidation shall be given to a tax-exempt institution with the same or similar purpose. Any distribution to the members is prohibited.
11. Accounts, Liabilities, Assets and Indemnity
The Executive Board shall have proper bookkeeping of financial accounts of the Association with respect to all sums of money received and expended by the Association, the assets and liabilities of the Association and all other matters necessary to show a true and fair view of the financial state and condition of the association. One independent Auditor shall be appointed .
The Association shall assume responsibility for its liabilities, guaranteeing exclusively its own assets. The personal liability of its members and the Executive Board members shall be excluded. Assets of the Association shall be managed by the Executive Board and members have no rights whatsoever in this respect.
12. Annual Congress
The Annual Congress of the Association is held every year. The Executive Board will assign a Congress Committee, to decide the location, venue, Congress President and Program Chair of the next congress. The Committee will call for proposals on the congress location, venue and program from all members. Bidding rules and guidelines will be reviewed and revised as needed by the Committee before a new selection process is initiated. The final selection will be recommended by the Committee, for approval by the Executive Board.
13. Financial Year
The financial year of the Association shall be from 1st January to 31st December.
14. Official Language
The official language at the Executive Board meeting, General Assembly and Extraordinary General Assembly, and in the official documents of the Association is in English.
This constitution is revised by 1st Executive Board of the Asia Pacific Wrist Association, in Hong Kong SAR, on the date of 26th April, 2015