ASIA PACIFIC ASSOCIATION OF POLITICAL CONSULTANTS
( Incorporated in Victoria, Australia )
RULE I
Name and Objectives
1. The governing law of the Association is the Association Incorporation Act 1981 and the Association is formed accordingly.
2. The name of the Association as endorsed by the International Association of Political Consultants, is Asia Pacific Association of Political Consultants (the 'Association').
3. The objectives of the Association are:
a) To promote, sustain and foster the democratic process as a matter of principle and practice.
b) To provide a forum for the exchange of ideas and views on principles and techniques of politics, political campaigning and Government Relations.
c) To help inform the news media, educational institutions, political organizations, and the general public about the value of political consultation and its contribution to the political process.
d) To establish and maintain a high standard of ethical conduct through membership education and the establishment and promotion of a workable Code of Professional Ethics for members.
RULE II
Code of Professional Ethics
1. All members of the Association shall maintain a standard of practice known as the Code of Professional Ethics.
2. The Association's Code of Professional Ethics is as follows:
a) Each member will not indulge in any activity which would corrupt or degrade the practice of political consulting.
b) Each member will treat their colleagues and clients with respect and never intentionally injure their professional or personal reputations.
c) Each member will respect the confidence of their clients.
d) Each member will aspire for equal voting rights privileges for all citizens and use no appeal to voters which is based on racism, sexism, religious intolerance or any other form of unlawful discrimination.
e) Each member will be honest in their relationship with the news media.
f) Each member will refrain from false or misleading attacks on opponents or members of his or her family.
g) Each member will use any funds received from their clients, or on behalf of their clients, only for those purposes invoiced in writing.
h) Each member will not support any individual or organization which resorts to practices forbidden by this code.
RULE III
Offices
1. The principal office of the Association shall be located at the seat of the acting Chairman of the Association. The Association may have such other offices as the Board of Directors may determine or as the affairs of the Association may require from time to time.
2. The registered office of APAPC shall be Level 42, 525 Collins Street Melbourne Victoria Australia 3000.
RULE IV
Membership
1. The Association is a society of individual members. Eligible for membership are all individuals who are in the communications arts and sciences or related activities for political or public affairs purposes and who are acceptable to the Board of Directors.
2. Any individual who is denied membership may appeal to the Association at the Annual General Meeting.
3. Membership of the Association shall be of three (3) types: Member, Affiliate Member and Member Emeritus.
4. Membership shall be open to persons of known competence who wish by participation in the Associationís affairs to bring an international dimension to their work and who have been active in the field of public affairs at a senior level for at least five (5) years.
5. The requirement of an applicant and the form in which applications may be made, and the manner, in which they shall be considered, shall be upon recommendation of the Board of Directors.
6. The decision to accept or reject an application shall be final, provided that a candidate, whose application is rejected, shall be entitled to re-apply for membership at the next General Meeting.
7. Affiliate Membership shall be open to former members who have resigned on grounds of retirement from business, change of responsibilities or inability to participate in the functions of the Association. Such former members must have been members for a minimum period of five (5) years.
a) Affiliate Members will be required to pay an annual fee and will receive full membership services and may attend the Annual General Meeting.
b) Affiliate Members will not be eligible for office in the Association and shall not have voting rights in the Association.
c) Affiliate Members who have transferred from full membership may transfer back to active membership without the need for re-application or payment of another entrance fee.
8. Membership Emeritus may be granted upon recommendation of the Board of Directors, to recognize members of at least ten (10) years continuous membership who have played a distinguished role in the affairs of the Association. The award will entitle the recipient to free lifetime membership in the Association and full entitlement to all the Association's facilities.
9. Membership may be withdrawn by resolution of the Board of Directors, or for non-payment of dues, on policies established by the Board of Directors and approved by the Association at the Annual General Meeting.
10. A current register of members containing the name and address of each member and the date the member's name was entered on the register is to be kept at the registered office of the Association and may be made available for inspection free of charge by any valid member upon their request.
11. The Secretaries must keep in their custody or under their control all books, documents and securities of the Association. All accounts, books, securities and any other relevant documents of the Association must be made available for inspection free of charge by any valid member upon their request.
12. A member may make a copy of the member's register, any accounts, books, securities and any other document of the Association.
13. The Board of Directors (or its committee) must determine whether to approve or reject the application.
14. If the Board of Directors (or its committee) approves an application for membership, one of the two Secretaries must, as soon as practicable:
a) notify the applicant in writing of the approval for membership and
b) request payment within twenty eight (28) days after receipt of the notification of the sum payable under these Rules as the entrance fee and the first year's annual subscription.
15. One of the two Secretaries must, within twenty eight (28) days after receipt of the amounts referred to in sub-rule 12, enter the applicant's name in the register of members.
16. An applicant for membership becomes a member and is entitled to exercise the rights of membership when his or her name is entered in the register of members.
17. If the Board of Directors (or its committee) rejects an application, the Board of Directors (or its committee) must, as soon as practicable, notify the applicant in writing that the application has been rejected.
Ceasing membership
18. A member of the Association who has paid all moneys due and payable by a member to the Association may resign from the Association by giving one month's notice in writing to one of the two Secretaries of his or her intention to resign.
19. After the expiry of the period referred to above in sub-rule 16 :
a) the member ceases to be a member and
b) One of the two Secretaries must record in the register of members the date on which the member ceased to be a member.
Grievance Procedure
20. The grievance procedure for settling disputes between the Association and any of its members or between a member and any other member is as follows:
a) If a dispute arises between members of the Association the parties in dispute will notify the Association of such dispute. The members will agree to meet with one another in good faith and use their best endeavours to resolve the dispute. Where a dispute cannot be resolved within a reasonable time, the members will agree to refer the dispute to a consultant acceptable to all members in dispute.
b) If the members are unable to agree with the consultant, the dispute shall be submitted to a mediator appointed by the Association's Board of Directors. If a resolution remains to be reached, the Association's Board of the Directors will take a majority vote regarding whether or not to disqualify one or all members in dispute from the Association.
c) If a dispute arises between a member or members of the Association and the Board of Directors of the Association the parties will agree to meet with one another in good faith and use their best endeavours to resolve the dispute. Where a dispute cannot be resolved within a reasonable time, the parties will agree to refer the dispute to a consultant acceptable to all members in dispute.
d) If the member(s) and the Board of Director's of the Association are unable to agree with the consultant, the dispute shall be submitted to a mediator agreed by both parties. If a resolution remains to be reached, The Association's Board of the Directors will hold a General Meeting to take a majority vote regarding whether or not to disqualify from the Association one or all of the members in dispute with the Board of Directors.
Discipline, suspension and expulsion of members
21. Subject to these Rules, if the Board of Directors is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming of a member or prejudicial to the interests of the Association, the Board of Directors may by resolution:
a) fine that member an amount determined by the Board of Directors not exceeding the equivalent of AUD$500.000 or
b) suspend that member from membership of the Association for a specified period or
c) expel that member from the Association.
22. A resolution of the Board of Directors under sub-rule 19 does not take effect unless:
a) at a meeting held in accordance with sub-rule 21, the Board of Directors confirms the resolution and
b) if the member exercises a right of appeal to the Association under this Rule, the Association confirms the resolution in accordance with this Rule.
23. A meeting of the Board of Directors to confirm or revoke a resolution passed under sub-rule 19 must be held not earlier than fourteen (14) days, and not later than twenty eight (28) days, after notice has been given to the member.
24. For the purposes of giving notice in accordance with sub-rule 21, one of the two Secretaries must, as soon as practicable, cause to be given to the member a written notice
a) setting out the resolution of the Board of Directors and the grounds on which it is based and
b) stating that the member, or his or her representative, may address the Board of Directors at a meeting to be held not earlier than fourteen (14) days and not later than twenty eight (28) days after the notice has been given to that member and
c) stating the date, place and time of that meeting and
d) informing the member that he or she may do one or both of the following:
i. attend that meeting
ii. give to the Board of Directors before the date of that meeting a written statement seeking the revocation of the resolution
e) informing the member that, if at that meeting, the Board of Directors confirms the resolution, he or she may, not later than 48 hours after that meeting, give one of the two Secretaries a notice to the effect that he or she wishes to appeal to the Association in General Meeting against the resolution.
25. At a meeting of the Board of Directors to confirm or revoke a resolution passed under sub-rule 19, the Board of Directors must
a) give the member, or his or her representative, an opportunity to be heard and
b) give due consideration to any written statement submitted by the member and
c) determine by resolution whether to confirm or to revoke the resolution.
26. If at the meeting of the Board of Directors, the Board of Directors confirms the resolution, the member may, not later than forty eight (48) hours after that meeting, give one of the two Secretaries a notice to the effect that he or she wishes to appeal to the Association in General Meeting against the resolution.
27. If the Secretaries receive a notice under sub-rule 24, he or she must notify the committee and the committee must convene a General Meeting of the Association to be held within 21 days after the date on which the Secretaries received the notice.
28. At a General Meeting of the Association convened under sub-rule 25
a) no business other than the question of the appeal may be conducted and
b) the Board of Directors may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution and
c) the member, or his or her representative, must be given an opportunity to be heard and
d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.
29. A resolution is confirmed if, at the General Meeting, not less than three quarters of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.
RULE V
Association Funds
1. The Treasurer of the Association must
a) collect and receive all moneys due to the Association and make all payments authorized by the Association and
b) keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
2. The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Board of Directors determines.
Fees
3. Application fees and annual subscription shall be fixed by the Board of Directors.
4. An application fee is refundable to an applicant whose application is refused.
5. Any member whose annual subscription becomes six (6) months in arrears of the due date of payment shall cease to be a member of the Association provided that such member shall have first been served with a final reminder notice and made no response within thirty days after this notice was dispatched.
6. A person whose membership has been cancelled for non-payment of dues may be re-elected to membership without paying an entrance fee but may be charged a readmission fee.
7. The annual subscription is payable in advance and becomes due on 1 January each year. Persons whose membership becomes effective after June 30 of any year shall pay one half of the annual subscription for that year.
8. Under special circumstances, the Board of Directors shall have the power to waive or reduce application fees.
RULE VI
Annual General Meeting
1. The Board of Directors may determine the date, time and place of the Annual General Meeting of the Association.
2. The notice convening the Annual General Meeting must specify that the meeting is an Annual General Meeting.
3. The ordinary business of the Annual General Meeting shall be
a) to confirm the minutes of the previous Annual General Meeting and of any General Meeting held since that meeting and
b) to receive from the Board of Directors reports upon the transactions of the Association during the last preceding financial year and
c) to elect officers of the Association and the ordinary members of the Board of Directors and
d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.
4. The Annual General Meeting may conduct any special business of which notice has been given in accordance with these Rules.
5. Minutes of the Annual General Meeting shall be published by the Secretaries and circulated to all current and valid members of the Association by email unless requested otherwise.
Special General Meetings
6. In addition to the Annual General Meeting, any other General Meetings may be held in the same year.
7. All General Meetings other than the Annual General Meeting are Special General Meetings.
8. The Board of Directors may, whenever it thinks fit, convene a Special General Meeting of the Association.
9. If, but for this sub-rule, more than fifteen (15) months would elapse between annual General Meetings, the Board of Directors must convene a Special General Meeting before the expiration of that period.
10. The Board of Directors must, on the request in writing of members representing not less than five (5) per cent of the total number of members, convene a Special General Meeting of the Association.
11. The request for a Special General Meeting must
a) state the objects of the meeting and
b) be signed by the members requesting the meeting and
c) be sent to the address of the Secretaries.
12. If the Board of Directors does not cause a Special General Meeting to be held within one month after the date on which the request is sent to the address of the Secretaries, the members making the request, or any of them, may convene a Special General Meeting to be held not later than three (3) months after that date.
13. If a Special General Meeting is convened by members in accordance with this rule, it must be convened in the same manner so far as possible as a meeting convened by the Board of Directors and all reasonable expenses incurred in convening the Special General Meeting must be refunded by the Association to the persons incurring the expenses.
Special business
14. All business that is conducted at a Special General Meeting and all business that is conducted at the Annual General Meeting, except for business conducted under the rules as ordinary business of the Annual General Meeting, is deemed to be special business.
Notice of General Meetings
15. The Secretaries of the Association, at least fourteen (14) days, or if a special resolution has been proposed at least twenty one (21) days, before the date fixed for holding a Annual General Meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.
16. Notice may be sent
a) by prepaid post to the address appearing in the register of members or
b) if the member requests, by facsimile transmission or electronic transmission.
17. No business other than that set out in the notice convening the meeting may be conducted at the meeting.
18. A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretaries of that business, who must include that business in the notice calling the next Annual General Meeting.
Quorum and Procedure at Meetings
19. No item of business may be conducted at a Annual General Meeting or a Special General Meeting (a 'General Meeting') unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.
20. Five members personally present (being members entitled under these Rules to vote at a General Meeting) constitute a quorum for the conduct of the business of a General Meeting.
21. If, within half an hour after the appointed time for the commencement of a General Meeting, a quorum is not present
i. in the case of a meeting convened upon the request of members-the meeting must be dissolved; and
ii. in any other case, the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.
22. If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than three (3) ) shall be a quorum.
Presiding at General Meetings
23. The Chairman, or in the Chairman's absence, the Deputy-Chairman, shall preside as Chairperson at each General Meeting of the Association.
24. If the Chairman and the Deputy-Chairman are absent from a General Meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.
Adjournment of Meetings
25. The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.
26. No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.
27. If a meeting is adjourned for fourteen (14) days or more, notice of the adjourned meeting must be given in accordance with sub-rules 15 and 16.
28. Except as provided in sub-rule 27, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.
Voting at General Meetings
29. Upon any question arising at a General Meeting of the Association, a member has one vote only.
30. All votes must be given personally or by proxy.
31. In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.
32. A member is not entitled to vote at a General Meeting unless all moneys due and payable by the member to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.
Proxies
33. Each member is entitled to appoint another member as a proxy by notice given to the Secretaries no later than twenty four (24) hours before the time of the meeting in respect of which the proxy is appointed.
RULE VII
The Board of Directors
1. The Board of Directors is the administrative body of the Association. It has authority to take any action, which is not taken by the General Meeting. The Board of Directors shall have the duty and authority to determine the theme and agenda for Conferences organised by the Association.
2. The Board of Directors shall consist of the Chairman, the Past Chairman, the other Officers and up to twelve (12) other members elected to serve as Directors. Under no circumstances may a majority of the Directors be from the same country.
3. The Board of Directors will be nominated and elected at the General Meeting. The Association shall in selecting nominees for the Board of Directors, take into consideration the geographical and cultural composition of the current Association.
4. The Board of Directors shall represent the Association between the annual meetings of the Annual General Meeting. All actions of the Board of Directors, taken in exercise of this delegated power, shall be reported to the Association at its next regular meeting. Decisions may be made by a majority at a Board of Directors meeting or by mail at the request of the Chairman. In case of a tied vote the Chairman shall cast the deciding vote.
5. The terms of office of Directors shall be two (2) calendar years. A Director may stand for re-election. A Director who has completed four (4) years on the Board of Directors may be re-nominated and re-elected by the Association after an interval of at least two (2) calendar years.
6. The Board of Directors shall meet at least once yearly, preferably immediately before the Annual General Meeting.
7. Special meetings of the Board of Directors may be called by the Chairman or must be called at the written request of at least three (3) members of the Board of Directors. No business shall be transacted at any special meeting except that specified in the notice. Notice of any special meeting of the Board of Directors shall be given to each Director at least thirty (30) days prior to the meeting.
8. When a casual vacancy occurs on the Board of Directors the Board of Directors shall fill this role by nominating a member at a special meeting of the Board of Directors.
Vacancies
9. The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member-
a) ceases to be a member of the Association or
b) becomes an insolvent under administration within the meaning of the Corporations Act or
c) resigns from office by notice in writing given to the Secretaries.
RULE VIII
The Officers
1. The Officers of the Association are:
a) the Chairman
b) the Deputy Chairman
c) two Secretaries
d) the Treasurer
They shall be ex-officio members of all committees and the Board of Directors.
2. The term of office of Officers of the Association shall begin when practicable, on 1 January following election. Officers must be paid up members of the Association.
3. The Chairman of the Association or in his absence, one of the other Officers, shall preside at all sessions of the General Meeting and all meetings of the Board of Directors.
4. The Chairman shall have custody of the Association records and supervision of all administrative activities of the Association.
5. The Secretaries shall be responsible for recording the decisions made at the Annual General Meeting and the minutes of the Board of Director meetings.
6. The Treasurer shall supervise the collection and disbursement of all funds of the Association. The Treasurer shall have the right to open a bank account in the name of the Association and to draw from such funds. The Treasurer shall present a financial report to the Association at the Annual General Meeting.
RULE IX
The Chairman
1. The Chairman of the Association shall be elected at the Annual General Meeting for a two (2) year calendar term of office and shall be eligible for further terms.
2. The Chairman shall represent the Association in all external matters.
3. The Chairman shall preside at all meetings of the Annual General Assembly of members of the Association. He shall generally supervise the administration of the Association, carrying out the General Assembly's decisions and directions. He shall be the Chairman of the Board of Directors.
Past Chairman
4. Association Past Chairman still in membership shall be accepted members of the Board of Directors and advice on matters of ethics, disciplinary action, and other special questions of the Association.
RULE X
Committees and Task Forces
1. The Board of Directors may appoint such committees and task forces as the members and the Board of Directors may deem necessary for the conduct of the affairs of the Association. The duties of any such committee or task force, its size and tenure, shall be determined by the Board of Directors and approved by the Association. All such committees and task forces shall be subject to the direction of the Board of Directors with the approval of the Association at the Annual General Meeting.
2. The Chairman shall appoint chairmen of committees and task forces with the approval of the Board of Directors. A Director may serve as chairman of a committee, appointed committee or task force. No members shall serve on any committee or task force for more than four (4) years, including time spent as chairman of that committee or task force. The officers will serve as ex-officio members of all committees and task forces.
3. All committee and task forces reports shall be submitted, at least forty five (45) days prior to the Annual General Meeting of the Association, to the Chairman for distribution to the Board of Directors and members of the Association.
4. Committees shall be appointed to perform duties perceived by the Board of Directors and the Association as on-going Association projects without specific tenure, while task forces shall be appointed to perform duties designed to achieve specific objectives (tasks) perceived by the Board of Directors and the Association as singular or on-time projects or problems to be solved by the appointed task force. Upon completion or solution the task force may be dissolved.
Quorum for Committee Meetings
5. Any four (4) members of the committee constitute a quorum for the conduct of the business of a meeting of the committee.
6. No business may be conducted unless a quorum is present.
7. If within half an hour of the time appointed for the meeting a quorum is not present:
i. in the case of a special meeting-the meeting lapses
ii. in any other case-the meeting shall stand adjourned to the same place and the same time and day in the following week.
8. The committee may act notwithstanding any vacancy on the committee.
Presiding at Committee Meetings
9. At meetings of the committee
a) the Chairman or, in the Chairman's absence, the Deputy-Chairman presides or
b) if the Chairman and the Deputy-Chairman are absent, or are unable to preside, the members present must choose one of their number to preside.
Voting at Committee Meetings
10. Questions arising at a meeting of the committee, or at a meeting of any sub-committee appointed by the committee, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.
11. Each member present at a meeting of the committee, or at a meeting of any sub-committee appointed by the committee (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
Removal of Committee Member
12. The Association in General Meeting may, by resolution, remove any member of the committee before the expiration of the member's term of office and appoint another member in his or her place to hold office until the expiration of the term of the first-mentioned member.
13. A member who is the subject of a proposed resolution referred to in sub-rule 12 may make representations in writing to either the Secretaries or Chairman of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.
14. One of the two Secretaries or the Chairman may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.
Minutes of meetings
15. One (1) of the two (2) Secretaries of the Association must keep minutes of the resolutions and proceedings of each General Meeting, and each committee meeting, together with a record of the names of persons present at committee meetings.
RULE XI
Association Award
1. The Chairman shall annually, after a ballot conducted among the members of the Association, present the Asia Pacific Association of Political Consultants Democracy Medal award to an organization or individual, courageously fostering, promoting and sustaining the democratic process in the Asia Pacific region.
RULE XII
Official Language
1. The official language of the Association is English. For practical considerations, all minutes and other documents issued to the members of the Association will be published in English.
RULE XIII
Dissolution of the Association
1. The Association may be dissolved upon notice and vote in the manner, which is described in Rule VI.
2. No member of the Association shall be liable for any debt or obligation of the Association, except if there exists an express promise or agreement in writing to that effect covering debts or other financial obligations of the Association.
3. In the event of dissolution of the Association any surplus assets of the Association shall be dissolved of in a manner decided by a majority of the Board of Directors.
RULE XIV
Amendments to the Rules and Statement of Purpose
1. Changes in Rules or the Statement of Purpose may be made by a three-quarter majority of the members present at a meeting of the General Assembly.
2. When changes in the Rules or Statement of Purpose have been approved, the Board of Directors shall be empowered to take such steps as may be necessary during the transitory period.
