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The Constitution of the Asia-Pacific Desalination Association (APDA)


 


Part1: General Provisions


 


(Name)


Article 1


The Associationis called the Asia-Pacific Desalination Association, abbreviated as APDA.


 


(Object)


Article 2


The primarypurpose of this Association is to make contributions to the solution of waterproblems in the Asia-Pacific region by exerting a synergetic effect incooperation with each of the members of the Association which consists ofRegional Affiliates, Association Affiliates, etc. under IDA and throughcoordination with related organizations.


 


(Office)


Article 3


The Associationshall not have a permanent office.


 


(Contents ofBusinesses)


Article 4


The Associationshall conduct the following businesses through extensive coordination with themembers of the Association to achieve the purpose set out in Article 2:


1)Provision of opportunities forinformation exchange to solve common global issues and problems specific to theAsia-Pacific Region relatingto water;


2)Coordination and cooperation withrelated administrative agencies and other related organizations; 


3)Any business incidental to orconnected withthose mentioned in the preceding items; and


4)Specifically conducting surveys,researches, and technological information exchange relating to waterpurification, sewage, membrane and other desalination and water treatment, forthe purpose of solving water environment issues related to daily life water,industrial water and agricultural water. 


 


(Manner ofOperation)


Article 5


The Associationshall, to facilitate the activities set out in Article 4, hold meetings of theBoard and an information exchange meeting (Forum) once a year which are hostedby the rotation of Regional Affiliates and Association Affiliates.


 


(Business Year)


Article 6


The Associationshall not have business expenditure as APDA and therefore shall not establish abusiness year.


 


(Defrayment ofExpenses)


Article 7


Meetings of theBoard and information exchange meetings (Forum) shall be held at the risk ofthe member in the host country. Annual membership fee for APDA shall not becollected, and expenses required for holding of the Forum shall be paid byparticipation fees of each individual participant and borne by the member inthe host country.


 


Part 2: Members


 


(Membership)


Article 8


1.TheAssociation shall consist of Regular Members and Individual Members. RegularMembers shall be organizations representing, of Asia-Pacific countries, each ofthe countries of Japan, India, Pakistan, Australia, China, Singaporeand Korea(Republic of Korea) which are now and hope to become in the future RegionalAffiliates and Association Affiliates under IDA.


 


2. IndividualMembers may automatically obtain the membership qualification of APDA asindividual members who belong to Regular Members without any special procedure.


 


3. RegularMembers shall notify the Secretariat of the names of their representatives whoparticipate in the Association.


 


4.Representatives of Regular Members participating in the Association mayregister at the APDA Secretariat personnel in charge of clerical work whoconduct duties on behalf of the representatives. Said personnel in charge ofclerical work registered may act for their representatives participating in theAssociation.


 


(Admission andWithdrawal)


Article 9


Admission to andwithdrawal from the Association for Regular Members shall be as set forthbelow:


1) Admission


Any organizationwhich has the qualification set out in Article 8 and desires to be admitted tothe Association may obtain its membership with the approval of the Board.


 


2) Withdrawal


Regular Membersof the Association may at their discretion withdraw from the Association bysubmitting a withdrawal notice to the Board.


 


(Expulsion)


Article 10


If a RegularMember of the Association breaches any provision of the Constitution of theAssociation or any resolution adopted by the Board, or conducts an act thatdisrupts the operation of the Association, the Association may expel saidRegular Member in accordance with a resolution by the Board.


 


(MembershipList)


Article 11


The Associationshall draw up a membership list describing names, representatives, contactaddresses, etc. of Regular Members.


 


Part 3: Officers


 


(Types ofOfficers)


Article 12


1.TheAssociation shall have the following Officers selected from among therepresentatives of Regular Members participating in the Association:


(1)Chairman: one


(2)Vice Chairman: one


(3)Directors:five or more and ten or less (including the Chairman and the Vice Chairman)Chairman: one


Vice Chairman: one


Directors: ten or less


2. The post ofChairman shall be otated among Regional Affiliates, and the post of ViceChairman shall be assumed by a Regional Affiliate who is a candidate forChairman for the next term.


 


3. TheAssociation shall have a certain number of Advisors selected from among personsother than representatives of Regular Members, based on recommendations by theChairman and the Vice Chairman.


 


(Duties ofChairman)


Article 13


The Chairmanshall represent the Association, preside over the Board and take overallmanagement of the Association.


 


(Duties of ViceChairman)


Article 14


The ViceChairman shall assist the Chairman and, if the Chairman is unable to act due toan accident, conduct the duties of the Chairman on behalf of the Chairman.


 


(Duties ofDirectors)


Article 15


Directors shallparticipate in the execution of duties of the Association through the Board.


 


(Duties ofAdvisor)


Article 16


Advisors maygive at Board meetings effective advice on the execution of the overallmanagement of the Association.


 


(Term of Officeof Officer)


Article 17


The term ofoffice of an Officer shall be two years and may be reelected for successiveterms. The term of office of an Officer elected to fill a vacancy shall be thesame as the remaining period of the predecessor.


 


Part 4: The Board


 


(Members andManagement of the Board)


Article 18


1.The Boardshall consist of the Chairman, the Vice Chairman and Directors.


2. Except asstipulated in the Constitution of the Association, matters relating to themanagement of the Board shall be governed by resolutions of the Board.


 


(Holding andConvocation of Board Meeting)


Article 19


1.The Boardshall hold a regular meeting once a year.


 


2. The Boardshall hold an extraordinary meeting when:


1)the Chairman or the Board deems itnecessary; or


2)request for holding a meeting is madeby one third or more members of the Board.


 


3. Whenconvening a meeting of the Board, the Chairman shall notify members of theBoard in writing of the date, place and agenda of the meeting at least fourweeks prior to the intended date of the meeting.


 


(Quorum andVoting)


Article 20


1.The quorum ofa Board meeting shall be the majority of the total number of members inattendance.


 


2. A resolutionof a Board meeting shall be made by the majority of affirmative votes of themembers at present. In case of a tie as a result of the vote, the Chairmanshall take the decisive vote. 


 


(Vote by Paperetc.)


Article 21


Any member whois unable to attend a meeting of the Board due to unavoidable causes mayexercise his or her voting on the matters notified beforehand by paper ordelegate the voting to another member by proxy. The member exercising hisvoting by paper or proxy shall be deemed to be present at the meeting set outin each of the paragraphs of the preceding Article.


 


(ElectronicResolution)


Article 22


If a Directorsubmits a proposal regarding a matter, which is the subject of a resolution bythe Board, and if all of the Directors indicate their consent to the saidproposal, either in writing or in electronic form, the Association shall deemsuch proposal as having been approved by the Board.


 


(Matters forResolution)


Article 23


The Board shalldeliberate, and make resolutions for, the important matters for the managementof the Association as stated below:


1)Determination of the place and contentof information exchange (Forum), and other business plans:


2)Approval of business reports; and


3)In addition to the above items,determination of important matters relating to the operation of the Association.


 


(Minutes)


Article 24


1.The minutes ofa meeting of the Board shall be prepared which describe the following items:


1)Date, time and place of the meeting;


2)Names of members of the Board atpresent (including those who exercised voting by proxy or paper);


3) Matters voted on; and


4)Outline of the proceedings and results.


 


2. The minutesshall be prepared by the Chairman or a member designated by the Chairman andshall be affixed with the signatures and seals by the Chairman and two or moremembers.


 


Part 5: Committee


 


(Establishmentof Committee)


Article 25


The Associationshall have necessary committees based on a resolution of the Board tofacilitate the businesses of the Association in an appropriate and smoothmanner. The Association may dissolve committees that have completed purposes,based on a resolution of the Board.


 


(Members ofCommittee)


Article 26


1.A Committeeshall have the Chairman, the Vice Chairman and members (hereinafter referred tocollectively as "Committee Members").


 


2. The Chairmanof the Committee and the Vice Chairman of the Committee shall be electedfromamong Committee Members.


 


3. The CommitteeMembers shall be elected from among the Members of the Association anddelegated by the Board.


 


(Term of Officeof Committee Member)


Article 27


1.The term ofoffice of a Committee Member shall be two years.


 


2. The term ofoffice of a Committee Member selected to fill a vacancy or in addition to thosealready in office shall be the same as the remaining period of the predecessoror other remaining Committee Members. Committee Members may be elected forsuccessive terms. 


 


(Minutes ofCommittee Meeting)


Article 28


The Chairman ofthe Committee shall promptly prepare minutes of a Committee Meeting whenever itis held, forward such minutes to the Committee Members and all the Officers ofthe Board and retain them at the Secretariat for information exchange among theMembers of the Association.


 


(Functions ofCommittee)


Article 29


The Committeeshall conduct planning, surveys, researches and negotiations on the matterswhich are the purposes of the Committee.


 


Part6: Secretariat


 


(Formation ofSecretariat)


Article 30


1.TheAssociation shall have the Secretariat within the organization of the Memberfrom which the Chairman comes from. The Chairman shall manage the Secretariat.


 


2. TheSecretariat may have the Director-General of the Secretariat and other requiredpersonnel.


 


3. TheDirector-General of the Secretariat and other personnel shall be appointed bythe Chairman.


 


Part 7: MiscellaneousProvisions


 


(Dispatch ofOfficers to IDA)


Article 31


The Associationshall in principle not dispatch an Officer to IDA (International DesalinationAssociation); provided, however, that the Association may dispatch an Officerto IDA in future with the consent of IDA, depending on changes ofcircumstances. In such case the Officer dispatched to IDA shall be elected fromamong the Officers of the Association.