In these Rules, except in so far as the context or subject matter otherwise indicates or requires: Act means the Associations Incorporation Act 1984 (NSW). ASAP means the AIDS Society of Asia & the Pacific (Inc). Chair means the chair of a meeting of the Executive Committee. Dispute means any dispute, controversy or difference between:
any 2 or more Members; or
ASAP and any one or more Members.
Elected Voting Committee Members means the Voting Committee Members referred to in Rule 14.1(c) who are to be elected pursuant to Rule 19. Executive Committee means the governing committee of ASAP. Executive Committee Member means any member of the Executive Committee from time to time. Honorary Members means a person appointed as an Honorary Member of ASAP from time to time in accordance with these Rules. HIV/AIDS means Human Immune Deficiency Virus/Acquired Immune Deficiency Syndrome. IAS means International AIDS Society. Immediate Past President means the person acting as President immediately prior to the election of the current President. Interpretation Act means the Interpretation Act 1987 (NSW). Member means an organisation appointed as a member of ASAP from time to time in accordance with these Rules. Membership Fees means the fee determined by the Executive Committee from time to time to be payable by each Member (other than an Honorary Member):
on application to be a Member pursuant to Rule 10.3; and
no later than 1 July in each calendar year following the calendar year in which the Member is admitted as a Member.
Non Voting Executive Committee Members means all Executive Committee Members other than Voting Executive Committee Members. Office Bearers means the persons elected as President, Vice-President or Public Officer from time to time in accordance with these Rules. President means the person elected as President of ASAP from time to time in accordance with these Rules. Public Officer means the person appointed by the Executive Committee from time to time to effect incorporation of the association and from time to time to perform administrative functions as deemed necessary by the Executive Committee. Regulation means the Associations Incorporation Regulation 1985 (NSW). Representative means a person appointed as a representative by a Member to represent that Member in accordance with Rule 8. Standing Committee means a committee appointed as a standing committee by the Executive Committee from time to time in accordance with Rule 20. Special Resolution means a resolution approved by:
(a) 75% or more of Members present and voting at a general meeting; or
(b) all Members by way of a circulating resolution in writing signed by or on behalf of each Member. Term means the period commencing at the end of an annual general meeting and ending at the end of the annual general meeting in the calendar year 2 years later. Trustee means a person elected as a trustee of the land, buildings and other immovable property and all investments of ASAP from time to time in accordance with Rule 27.1. UNAIDS means the Joint United Nations Programme on HIV/AIDS or any other United Nations programmes with similar purposes (as determined by the Executive Committee). Vice-President means the person appointed as Vice-President of ASAP from time to time in accordance with these Rules. Voting Executive Committee Members means the Office Bearers, the Immediate Past President and Elected Voting Executive Committee Members.
Unless the contrary intention appears, a reference in these Rules to: (Pacific Islands) the Pacific Islands includes Australia; (functions) a function includes a reference to a power, authority and duty; (exercise of functions) the exercise of a function includes, where the function is a duty, a reference to the performance of the duty;
(a) (variations or replacement) a document (including these Rules) includes any variation or replacement of it;
(b) (Rules) a Rule is a reference to a Rule in these Rules;
(c) (reference to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(d) (singular includes plural) the singular includes the plural and vice versa;
(e) (person) the word "person" includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any government agency;
(f) (reference to a group of persons) a group of persons or things is a reference to any 2 or more of them jointly and to each of them individually;
(g) (dollars) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia;
(h) (calculation of time) if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
(i) (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
(j) (meaning not limited) the words "include", "including", "for example" or "such as" are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
(k) (reference to anything) anything (including any amount) is a reference to the whole and each part of it.
The provisions of the Interpretation Act apply to and in respect of these Rules in the same manner as those provisions would so apply if these Rules were an instrument made under the Interpretation Act.
The initial headquarters of ASAP will be located in Sydney, Australia. The headquarters of ASAP may subsequently be transferred to another place if such a proposal is made by the Executive Committee and is approved by:
at least two-thirds of the Members present and voting at a general meeting; or
all Members by way of a written circulating resolution of Members.
ASAP is an independent non-governmental body of national research and advocacy organisations from Asia and the Pacific committed to reducing the transmission and impact of HIV/AIDS. It aims to:
promote opportunities for the discussion of HIV/AIDS issues and the exchange of relevant information and technologies;
influence HIV/AIDS policy development in the Asia and Pacific regions and awareness of the gravity of the regional epidemic internationally; and
work with different regional sectors and stakeholders in Asia and the Pacific towards collective advocacy efforts.
ASAP aims to reduce the transmission and impact of HIV/AIDS in Asia and the Pacific region.
ASAP's specific objectives include:
promoting opportunities for the discussion of HIV/AIDS issues and the exchange of relevant information and technologies;
influencing HIV/AIDS policy development in the region;
raising awareness of the gravity of the regional HIV/AIDS epidemic at an international level; and
working with different regional sectors and stakeholders towards collective advocacy efforts.
The aims and objectives in Rule 3.2 will be achieved by:
ensuring the continuation of regional conferences;
developing a non-governmental voice on policy and advocacy which is based on expert knowledge across both the region and different areas of expertise;
building better links between researchers and other people involved in addressing the HIV/AIDS epidemic in Asia and the Pacific region;
helping to link national and regional HIV/AIDS organisations in Asia and the Pacific region;
acting as a bridge between HIV/AIDS organisations based in specific communities and more general HIV/AIDS organisations; and
doing anything else the Executive Committee considers necessary and/or desirable to achieve ASAP's mission, aims and objectives.
Alteration of Rules
These Rules (including the objects set out in Rule 3) may be amended or replaced if:
75% of the Voting Executive Committee Members present and voting at a meeting of the Executive Committee vote in favour of putting a resolution to amend or replacement these Rules ("Amending Resolution") to Members; and
the Executive Committee gives 3 months notice to Members that the Amending Resolution will be put to Members (either in general meeting or by way of a circulating resolution); and
the Members approve the Amending Resolution by Special Resolution.
In order for an organisation to become a Member of ASAP, the organisation must:
either be:
an non-government organisation, a community based organisation (regardless of local, national, regional or global reach) or a research institution or other similar organisation; or
an organisation whose mission, aims and objectives are determined by the Executive Committee to be consistent with those of ASAP; and
if requested by the Executive Committee, provide evidence of the work and activities of the organisation which are consistent with those of ASAP; and
originate from any country in Asia or the Pacific Islands; an
pay the Membership Fees by the due date as determined by the Executive Committee from time to time.
Members may recommend natural persons, who, because of their special contribution to the effort to minimise the spread and impact of HIV/AIDS are, in their opinion, worthy of being appointed as Honorary Members. Such persons may be admitted as Honorary Members their admission as such is approved by at least 80% of Executive Committee Members present and voting at a meeting of the Executive Committee. Appointment as an Honorary Member is to be considered as exceptional and the number of Honorary Members will be kept to a minimum.
Applying for membership
Application for membership, including the payment of the initial Membership Fees must be addressed to the Public Officer. The Executive Committee will consider an application and inform the applicant of its decision in writing within 2 months of receipt of an application.
Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a Member:
is not capable of being transferred or transmitted to another organisation; and
terminates on cessation of the Member's membership.
Representatives
Each Member organisation of ASAP will nominate a representative to attend and vote at annual general meetings on behalf of the Member and, where applicable, attend at meetings of the Executive Committee ("Representative"). A Member organisation may nominate a person who is not a member of that organisation as its Representative.
At any one time, an individual:
may be a Representative of more than one Member; but
may not be a Representative of more than 5 Members.
The Public Officer must establish and maintain a register of Members specifying the name and address of each Member together with the date on which they became a Member.
The register of Members must be kept at the principal place of administration of ASAP and must be open for inspection, free of charge, by any Member at any reasonable hour on reasonable notice to the Public Officer.
A Member may obtain a copy of any part of the register on payment of a fee of $1.00 for each page copied or some other amount as determined by the Executive Committee from time to time.
A Member (other than an Honorary Member) must pay to ASAP the Membership Fee:
on application to become a Member (pursuant to Rule 6); and
no later than 1 July in each calendar year following the calendar year in which the Member is admitted as a Member.
The membership of a Member:
may be suspended by the Executive Committee at any time following despatch of the notice referred to in Rule 10.2(e) while Membership Fees remain unpaid; and
will be terminated if such fees have not been paid within a period of twelve months from the due date for the payment of the Membership Fees.
Suspension of the membership of a Member for failure to pay Membership Fees will be lifted as soon as all outstanding Membership Fees are paid.
A Member whose membership is suspended under this Rule 10.2 will not have any rights under these Rules other than the right to have its membership fees reinstated under this Rule 10.2.
A Member will be advised by the Public Officer of the late status of the payment of their Membership Fee(s) within 6 months of the last due date for payment of their Membership Fee.
Notice must be given by the Executive Committee of any intended termination of membership for non-payment of Membership Fees.
A Member's membership of ASAP is terminated on the occurrence of any of the following:
the operation of Rule 10.2(a)(ii) in respect of the Member;
the Executive Committee resolving to terminate the Member's membership (including, but not limited to, termination pursuant to Rule 30);
where the Member is an organisation, either:
that organisation ceases to exist; or
the Member organisation provides written notice to the Public Officer or the Executive Committee of the Member's desire to terminate its membership; or
where the Member is an Honorary Member, the Member provides written notice to the Public Officer or the Executive Committee of the Member's desire to terminate its membership.
No refund of Membership Fees will be made for resignation or termination of membership.
Member liability
The liability of a Member to contribute towards the payment of the debts and liabilities of ASAP or the cost, charges and expenses of the winding-up of ASAP is limited to the amount, if any, unpaid by the Member in respect of Membership Fees as required by Rule 10.1.
Role of the Executive Committee
The governing committee of ASAP will be called the Executive Committee and, subject to the Act, the Regulation, these Rules, any resolution passed by the Members in general meeting or by unanimous written resolution of Members, the Executive Committee:
will control and manage the affairs of ASAP;
may exercise all such functions as may be exercised by ASAP other than those functions that are required by these Rules to be exercised by Members;
will approve ASAP's annual budget or delegate this power to approve the annual budget to the President; and
may perform all such acts and to do all such things as the Executive Committee considers to be necessary or desirable for the proper management of the affairs of ASAP or the achievement of its mission, aims and objectives as set out in these Rules.
Constitution and membership of the Executive Committee
Subject to section 21 of the Act, the Executive Committee will consist of:
the Office Bearers, being:
a President (to be elected by Members in general meeting pursuant to Rule 15 or otherwise appointed pursuant to these Rules);
a Vice-President (to be appointed by the Voting Executive Committee Members pursuant to Rule 14.4); and
a Public Officer (to be appointed by the Voting Executive Committee Members pursuant to Rule 14.4);
the Immediate Past President;
up to 11 Elected Voting Executive Committee Members (to be elected by Members pursuant to Rule 15 or appointed pursuant to Rule 16); and
at least 3 Non Voting Executive Committee Members (to be nominated by Members and appointed by the Voting Executive Committee Members) who are employed by, or associated with, the United Nations or such other agencies or organisations deemed appropriate by the Executive Committee, including (where possible):
at least one individual associated with UNAIDS; and
at least one individual associated with IAS; and
unless the Voting Executive Committee Members include one or more persons openly living with HIV/AIDS, at least one individual who is a person openly living with HIV/AIDS.
A person must be a Representative to be eligible to be:
elected as a President or a Voting Executive Committee Member; or
appointed as Vice-President or Public Officer.
Candidates for President must have served at least 1 year as an Executive Committee Member to be eligible for election as President.
A Representative will not be eligible for appointment to the Executive Committee in any capacity until the Member appointing that Representative has been a Member for at least 3 months.
Each elected Member of the Executive Committee will, subject to these Rules, hold office until the end of the first general meeting held in the second calendar year after the general meeting at which their election took place.
An Elected Voting Executive Committee Member who has been appointed to fill a casual vacancy will hold that position until the end of the first general meeting held in the second calendar year after the general meeting at which the last election was proposed to be held for that position (whether or not that election was actually held).
The Voting Executive Committee Members may from time to time appoint or remove:
any Representative as:
Vice-President; or
Public Officer; and
subject to the requirements in Rule 14.1(d), any persons as a Non Voting Executive Committee Member.
Subject to Rule 14.5(b), Executive Committee Members may serve a maximum number of 3 consecutive Terms.
No person may serve as President for more than 2 consecutive Terms.
Nominations of candidates for election as President:
must be made in writing, signed by or on behalf of 2 Members and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
must be delivered to the Public Officer at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
Nominations of candidates for election as Elected Voting Executive Committee Members:
must be made in writing, signed by or on behalf of 1 Member and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
must be delivered to the Public Officer at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
If only one nomination is received for the office of President, the Representative nominated will be taken to have been elected at the end of the general meeting at which the election was proposed to be held.
If insufficient nominations are received to fill all vacancies for Elected Voting Executive Committee Members, then the candidates nominated in accordance with Rule 15.1 or 15.2 (as applicable) are deemed to be elected to fill those vacancies at the end of the general meeting at which the election was proposed to be held and any vacant positions remaining on the Executive Committee are taken to be casual vacancies.
The ballot for the election of President or Elected Voting Executive Committee Member is to be conducted at the annual general meeting in such manner as the Executive Committee may direct. However, notwithstanding anything else in these Rules, in the event that elections become necessary and there is likely to be a material delay before the next general meeting, the Executive Committee may direct that elections be conducted by postal or electronic vote.
No more than 2 Elected Voting Executive Committee Members may be Representatives of Members based in the same country. Where more than 2 Elected Voting Executive Committee Members are Representatives appointed by Members that are based in the same country ("Same Country Members"), then:
the Representative appointed by the Same Country Member who has been a Member of ASAP for the longest period of time must resign immediately; and
if more than 2 Elected Voting Executive Committee Members who are Representatives appointed by Same Country Members remain
after the operation of Rule 15.7(a), the process in Rule 15.7(a) will be repeated until such time as no more than 2 Elected Voting Executive Committee Members are Representative appointed by Same Country Members.
The Voting Executive Committee Members may appoint from time to time a Representative to fill any casual vacancy in the position of President or Elected Voting Executive Committee Members.
For the purposes of these Rules, a casual vacancy in the position of President or Voting Executive Committee Member occurs if:
in the case of a the position of a Voting Executive Committee Member, no Representative has been elected (or deemed to be elected) to fill that position; or
that position becomes vacant due to the Representative in that position:
ceasing to be an Executive Committee Member; or
resigning office by notice in writing given to the Public Officer; or
being removed from office under Rule 19; or
being absent without the consent of the Executive Committee from all meetings of the Executive Committee held during a period of 12 months or more; or
the Member that appointed the individual in that position ("First Member") either:
becomes an insolvent or enters administration within the meaning of the Australian Corporations Act 2001 or such other laws as may apply in the country in which the Member is formed; or
ceases to be a Member,
and the individual is not:
appointed as a Representative by another Member within 14 days of the First Member ceasing to be a Member; or
also a Representative of another Member at the time that the First Member cease to be a Member.
The Members in a general meeting may at any time by resolution remove the President from office and may by resolution appoint another person as President to serve in that office until the end of the first general meeting to be held in the second calendar year after the general meeting at which the last election was proposed to be held for that office (whether or not that election was actually held).
Where a President is the subject of a proposed resolution described in Rule 17.1, the President may provide representations in writing to the Public Officer (not exceeding a reasonable length) and request that the representations be notified to the Members. The Public Officer may send a copy of the representations to each Member and, if the representations are not so sent, the President is entitled to require that the representations be read out at the meeting at which the resolution to remove that President is considered.
Payments of Executive Committee Members
Executive Committee Members (in their capacity as Executive Committee Members) will not receive any remuneration or other benefit in money or otherwise in their role as Executive Committee Members except repayment of out of pocket expenses approved by the Executive Committee.
The Executive Committee will meet at least once each year (and where practicable, two times each year) on the date(s) nominated by the President or otherwise nominated pursuant to Rule 19.8.
The President must call a meeting of the Executive Committee prior to a general meeting.
Meetings of the Executive Committee may take place by means of telephone or such other electronic means as deemed appropriate by the Executive Committee.
Oral or written notice of a meeting of the Executive Committee must be given by the Public Officer to each Executive Committee Member at least 48 hours (or such other period as may be unanimously agreed upon by the Executive Committee Members) before the time appointed for the holding of the meeting.
Notice of a meeting given under Rule 19.3 must specify the general nature of the business to be transacted at the meeting and no business other than that business will be addressed at the meeting, except business which the Executive Committee Members present at the meeting unanimously agree to treat as urgent business.
At a meeting of the Executive Committee:
the President or, in the President's absence, the Vice-President will act as Chair; or
if the President and the Vice-President are absent or unwilling to act as Chair, such one of the remaining Executive Committee Members as may be chosen by the Executive Committee Members present at the meeting will act as Chair.
Quorum at a meeting of the Executive Committee is at least 4 Voting Executive Committee Members. No business can be transacted by the Executive Committee at a meeting unless the quorum is present and if, within an hour of the time appointed for a meeting, a quorum is not present, the meeting is to stand adjourned until a time and at a place to be determined by the Chair. If at the adjourned meeting a quorum is not present within an hour of the time appointed for the meeting, the meeting is to be cancelled.
All approvals, decisions and determinations to be made and opinions to be formed by the Executive Committee under these Rules or otherwise will be taken to have been so made or formed if approved by a majority of votes of Voting Executive Committee Members except where some other requirement is specified in these Rules. In the case of a an equality of votes, the President is entitled to exercise a second or casting vote .
Standing Committees considered necessary or appropriate by the Executive Committee will consist of Representatives appointed to those committees by the Executive Committee.
The President:
is responsible for responding to all urgent matters occurring between general assembly meetings and meetings of the Executive Committee and will take every reasonable step to consult, by way of telephone or any other electronic means deemed appropriate, with other Executive Committee Members before acting in relation to such matters; and
will authorise any special expenses which are not included in the approved budget and related to urgent activities.
The Public Officer will:
handle ASAP correspondence;
maintain and preserve all files, records and official minutes of ASAP;
preserve the signed and attested originals of documents;
participate in the preparation of agendas and the circulation of these and other ASAP related matters;
receive and process applications for membership of ASAP;
collect and record all the votes of all the elections; and
fulfil any other duty assigned by the President or the Executive Committee.
The Public Officer working with the Executive Committee will:
collect and administer all the funds of ASAP;
submit an annual budget to the Executive Committee and subsequently the general meeting; and
submit to the Executive Committee an annual financial report reviewed by a qualified accountant.
General meetings of ASAP will be held annually either:
in conjunction with the International Congress on AIDS in Asia and the Pacific ("ICAAP") and in the years that ICAAPs occur; or
as the Executive Committee otherwise deems appropriate.
Special general meetings of ASAP:
may be called by the Executive Committee whenever it thinks fit,
must be called by the Executive Committee within 28 days following receipt by the Public Officer of a written requisition signed by or on behalf of at least 5% of Members.
Subject to Rule 23.2, the Public Officer must give a notice to each Member specifying the place, date and time of a meeting of Members and the nature of the business proposed to be transacted at the meeting at least 14 days before the date fixed for the holding of the meeting.
If the nature of the business proposed to be dealt with at a meeting of Members requires a Special Resolution, the Public Officer must cause notice to be given to each Member specifying, in addition to the matter required under Rule 23.1, the intention to propose a resolution as a Special Resolution at least 21 days before the date fixed for the holding of the meeting.
A Member desiring to bring any business before a general meeting may give notice in writing of that business to the Public Officer who must include that business in the next notice calling a general meeting given after receipt of the notice from the Member.
Each Representative is entitled to appoint another Representative as proxy by notice given to the Public Officer no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
Subject to the inclusion of any business notified under Rule 22.3, the agenda for a general meeting will be set by the Executive Committee. Reports will be tabled by the President and the Public Officer including the submission of the annual balance sheet of ASAP for approval by Members at the general meeting.
The quorum for a general meeting (including any adjourned general meeting) will consist of Representatives (including Representatives attending by proxy) of not less than the lower of:
20% per cent of those Members who have paid their any Membership Fees payable as at the date of the general meeting (other than the amount of the annual Membership Fees payable in respect of the then current year); and
20 Members who have paid their any Membership Fees payable as at the date of the general meeting (other than the amount of the annual Membership Fees payable in respect of the then current year).
Representatives or their proxies participating by means of telephone or videoconferencing or such other electronic means deemed appropriate by the Executive Committee will be counted as being present for the purposes of determining whether the quorum is satisfied.
The President, or in the President's absence, the Vice President, will preside as chair at each general meeting of ASAP. If the President and Vice President are absent or unwilling to act, the Members must elect one of their number to preside as chair at the general meeting.
Subject to Rule 17, no business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under Rule 24.5.
In addition to any other business which may be transacted at a general meeting, the business of a general meeting must include the following:
confirmation of the minutes of the last preceding general meeting and any special general meeting held since that meeting;
report from the Executive Committee on the activities of ASAP; and
election of the President and Elected Voting Executive Committee Members (where required under these Rules).
In addition, at 1 general meeting each calendar year determined by the Executive Committee, the business of the general meeting must also include consideration of a statement which is not misleading and which gives a true and fair view of the following:
the income and expenditure of ASAP during its last financial year;
the assets and liabilities of ASAP at the end of its last financial year;
the mortgages, charges and other securities of any description affecting any of the property of ASAP at the end of its last financial year (if any);
in respect of each trust of which ASAP was trustee during a period (if any), being the whole or any part of the last financial year of ASAP:
the income and expenditure of the trust during that period;
the assets and liabilities of the trust during that period; and
the mortgages, charges and other securities of any description affecting any property of the trust at the end of that period.
Resolutions relating to business to be considered at a particular general meeting that is specified in the notice convening that general meeting or in Rule 24.5 or resolutions pursuant to Rule 17 can be proposed by Representatives or Executive Committee Members to the Representatives at the general meeting according to the ordinary rules of meetings. Such a proposal need only be considered if Representatives of at least 5% of the Members represented at the general meeting indicate that they wish to consider the proposal or if discussion of the proposal is supported by a majority of the Executive Committee Members present at the general meeting.
No item of business is to be transacted at a general meeting unless a quorum of Representatives entitled under these Rules to vote is present (including by proxies or by means of telephone or videoconferencing or such other electronic means deemed appropriate by the Executive Committee) during the time the meeting is considering that item.
If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
if convened on the requisition of Members, is to be dissolved; and
in any other case, is to stand adjourned to the following day at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated
by written notice to Members given before the day to which the meeting is adjourned) at the same place.
A question arising at a general meeting of ASAP is to be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chair of the general meeting that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of ASAP, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution
If a poll is demanded at a general meeting, the poll must be taken:
immediately in the case of a poll which relates to the election of the chair of the meeting or the question of an adjournment; or
in any other case, in such manner and at such time before the close of the meeting as the chair directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.
All votes must be given personally by a Representative or by proxy. On any question arising at a general meeting of ASAP, a Representative or proxy may cast only:
on a show of hands, one vote; and
on a poll, one vote for each Member represented.
However, no one individual may cast more than 5 votes on a poll.
In the case of an equality of votes on a question at a general meeting, the chair of the general meeting is entitled to exercise a second or casting vote.
ASAP's funds will be derived from:
Membership Fees;
grants;
donations;
levies on registration at conferences; and
subject to a contrary resolution of Members, such other sources as the Executive Committee determines appropriate from time to time.
The funds of ASAP will be administered by the Public Officer and the Executive Committee in accordance with the requirements under the Rules or as determined by the Executive Committee from time to time.
The funds of ASAP are to be used in pursuance of the mission, aims and objectives as set out in Rule 3, in such a manner as the Executive Committee determines appropriate.
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by the Public Officer and at least one Executive Committee Member.
All land, buildings and other immovable property and all investments acquired by ASAP will be vested in the names of not less than 3 Trustees who will be Members or Representatives and have been elected at a general meeting in accordance with Rule 27.2.
The Members in a general meeting may at any time by resolution appoint or remove a Trustee to serve in that office until the end of the first general meeting to be held in the second calendar year after that general meeting. A Trustee will be eligible for re-election as a Trustee. All vacancies in the office of Trustee:
occurring by resignation, death or dissolution will be filled at the next general meeting; and
occurring by removal will be filled at the general meeting at which the Trustee is removed.
The Trustees will pay all income received from property vested in the Trustees to, or at the direction of, the Public Officer. Any expenditure in respect of such property which in the opinion of the Trustees is necessary or desirable will be reported by the Trustees to the Executive Committee which will authorise the expenditure of such moneys as it thinks fit.
The Executive Committee may from time to time establish a trust for specific purposes.
Winding up
Winding up of ASAP will require a Special Resolution. Any balance remaining after payment of all debts of ASAP will be distributed to such non-profit organisations recognised as being of public benefit and having similar objectives to ASAP as determined by the Executive Committee.
Once the Executive Committee has been notified of the Dispute, it will use all reasonable endeavours to resolve the Dispute having regard to the circumstances of the Dispute, the mission, aims and objectives of ASAP as set out in these Rules and the principles of fairness.
A complaint may be made to the Executive Committee by any person that a Member:
has persistently refused or neglected to comply with a provision or provisions of these Rules; or
has persistently and wilfully acted in a manner prejudicial to the interests of ASAP.
On receiving such a complaint, the Executive Committee:
must cause notice of the complaint to be served on the Member concerned; and
must give the Member at least 14 days from the time the notice is served within which to make submissions to the Executive Committee in connection with the complaint; and
must take into consideration any submissions made by the Member in connection with the complaint.
The Executive Committee may, by resolution, terminate or suspend the Member's membership if, after considering the complaint and any submissions made in connection with the compliant, it is satisfied that the facts alleged in the complaint have been proved.
If the Executive Committee terminates or suspends a Member's membership (other than pursuant to Rule 10.2), the Public Officer must, within 7 days after the action is taken, cause written notice to be given to the Member of the action taken, of the reasons given by the Executive Committee for having taken that action and of the Member's right of appeal under Rule 31.1.
The termination or suspension of a Member's membership unde Rule 30.3 does not take effect:
until the expiration of the period within which the Member is entitled to appeal against the resolution concerned; or
if within that period the Member exercises the right of appeal and the Executive Committee confirms the termination or suspension.
A Member may appeal to ASAP in general meeting against a resolution of the Executive Committee under Rule 30, with 7 days after notice of the resolution is served on the Member, by lodging with the Public Officer a notice to that effect.
On receipt of a notice from a Member under Rule 31.2, the Public Officer must notify the Executive Committee which is to convene a general meeting to be held within 28 days after the date on which the Public Officer received the notice.
At a general meeting convened under Rule 31.3:
no business other than the question of the appeal is to be transacted; and
the Executive Committee and the Member must be given the opportunity to state their respective cases orally or in writing, or both; and
the Members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
If the general meeting passes a Special Resolution in favour of the confirmation of the resolution, the resolution is confirmed.
The common seal will not be affixed to any instrument except by the authority of the Executive Committee and the affixing of the common seal will be attested by the signatures of either:
2 Executive Committee Members; or
1 Executive Committee Member and the Public Officer.
Custody of books
Except as otherwise provided by these Rules, the Public Officer will keep in his or her custody or under his or her control all records, books and other documents relating to ASAP
Inspection of books
The records, books and other documents of ASAP, as well as a register of the current members of ASAP, will be available for inspection at the registered offices of ASAP by any Office Bearer or Member on giving not less than 7 days notice in writing to the Public Officer.
The Rules of the Aids Society of Asia and the Pacific (Inc) contained herein are in accordance with Section 11 and contain those matters specified in Schedule 1 of the Associations Incorporation Act 1984.
