SCESAP Articles of Association
1. NAME
The name of this organisation is The Society for Coastal Ecosystems Studies – Asia Pacific (hereafter referred to as the “Society”).
2. REGISTERED OFFICE
The Society has its main administrative office (the Secretariat, with the registered name of “The Society for Coastal Ecosystems Studies - Asia Pacific, HQ”) at the AMBL-KU, Reihoku-Kumamoto, Japan. The Society may also have regional offices in other Asia Pacific countries.
3. OBJECTS
The Objects for which the Society is established are to advance research and education in the science and management of coastal ecosystems and adjacent environments in the Asia-Pacific region and worldwide, through the promotion of effective cooperation and communication among interested individuals and organisations in Asia-Pacific and elsewhere (the “Objects”).
4. POWERS
The Society has the following powers, which may be exercised only in promoting the Objects:
4.1 to hold, promote or support conferences, seminars, meetings, symposia and lectures, both in the Asia Pacific region and worldwide;
4.2 to arrange for the publication and dissemination of the records and reports of the proceedings of the Society, or associated activities, in the form of books, pamphlets and bulletins or any other form of record which would promote the purposes of the Society;
4.3 to encourage the study and understanding of coastal ecosystems or associated activities by provision of grants or scholarships or other financial assistance to any charitable organisations, societies, associations, companies or persons undertaking such studies, both in the Asia Pacific region and worldwide;
4.4 to promote the use and uptake of biological research and knowledge in public and political forums so as to influence policy and practice by providing scientific advice and informed scientific opinion, both in the Asia Pacific region and worldwide;
4.5 to provide advice;
4.6 to publish or distribute information;
4.7 to co-operate with other bodies;
4.8 to support, administer or set up other bodies, both in the Asia Pacific region and worldwide;
4.9 to raise funds (but not by means of taxable trading);
4.10 to acquire or hire property of any kind;
4.11 to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the country in question);
4.12 to make grants or loans of money and to give guarantees;
4.13 to set aside funds for special purposes or as reserves against future expenditure;
4.14 to deposit or invest its funds in any manner (but to invest only after obtaining such advice from a financial expert as the Trustees consider necessary and having regard to the suitability of investments and the need for diversification);
4.15 to insure the property of the Society against any foreseeable risk and take out other insurance policies to protect the Society when required;
4.16 to insure any Trustee against the costs of a successful defence to a criminal prosecution brought against him/her as a Trustee of the Society or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty;
4.17 subject to clause 10, to employ paid or unpaid agents, staff or advisers;
4.18 to enter into contracts to provide services to or on behalf of other bodies;
4.19 to establish or acquire subsidiary companies to assist or act as agents for the Society;
4.20 to pay the costs of forming the Society;
4.21 to operate both nationally and internationally; and
4.22 to do anything else within the law which promotes or helps to promote the Objects.
5. MEMBERSHIP
5.1 The Society shall maintain a register of members.
5.2 Membership of the Society is open to any individual or organisation interested in promoting the Objects who applies to the Society in the form required by the Trustees and is approved by the Trustees:
5.3 The Trustees may establish different classes of membership (including those of Ordinary Members, Sustaining Members and Honorary Members), prescribe their respective privileges and duties and set the amounts of any subscriptions.
5.4 Membership is terminated if the member concerned:
5.4.1 gives written notice of resignation to the Society;
5.4.2 dies or (in the case of an organisation) ceases to exist;
5.4.3 is more than twelve months in arrear in paying the relevant subscription, if any (but in such a case the member may be reinstated on payment of the amount due); or
5.4.4 is removed from membership by resolution of the Trustees on the ground that in their reasonable opinion the member’s continued membership is harmful to the Society. The Trustees may only pass such a resolution after notifying the member in writing and considering the matter in the light of any written representations which the member concerned puts forward within 14 clear days after receiving notice.
5.5 Membership of the Society is not transferable.
6. THE TRUSTEES, THE PERMANENT COUNCIL AND THE OFFICERS
6.1 The Permanent Council members are the Trustees and have control of the Society and its property and funds.
6.2 The Permanent Council consists of at least ten and not more than 40 individuals, of which not more than five individuals may represent any one of the following area-groupings: (1) Indonesia, (2) Japan, (3) Korea, (4) Malaysia/Singapore, (5) Philippines, (6) Russia, (7) Taiwan/China, (8) Thailand, (9) Vietnam, (10) Myanmar, (11) the rest of Asia Pacific. These groupings are under review from time to time by the Permanent Council. It is expected that at any time the number of individuals representing Indonesia, Malaysia, Philippines, Thailand and Vietnam as original signatories of the Society shall not be below 60% of the total number of individuals forming the Permanent Council. Substitutive representation where two individuals share a single vote is allowed at the discretion of the Council, where the two are regarded as one representative individual for the area-group counting. The Permanent Council also includes the Society’s officers (President, vice-Presidents, Council Secretary-Treasurer, Editors of the Society’s publications) who are not included in the area-group counting.
6.3 Representation in clause 6.2 refers mainly, but not exclusively, to where an individual is based professionally. Any decision concerning such representation is at the discretion of the Permanent Council.
6.4 Trustees and other Ordinary members of the Society may establish, in consultation with the Permanent Council, a regional branch of the Society according to the area-groupings of clause 6.2, consisting of not more than eight individuals each who are willing to assume operational/executive roles in the regional running of Society’s matters under the guidance of the Permanent Council.
6.5 A Trustee’s term of office automatically terminates if he or she:
6.5.1 is absent without notice from two consecutive meetings of the Permanent Council or not responding to more than two business correspondences either electronic or non-electronic from the President or the Chairman of the Permanent Council and is asked by a majority of the other Trustees to resign;
6.5.2 ceases to be a member (but such a person may be reinstated by resolution passed by the majority other Trustees on resuming membership of the Society);
6.5.3 resigns by written notice to the Permanent Council; or
6.5.4 is removed by resolution of the Permanent Council.
6.6 The Trustees may at any time co-opt any individual who is qualified to be appointed as a Trustee to fill a vacancy in their number or as an additional Trustee, but a co-opted Trustee holds office only until the next election.
6.7 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.
6.8 The Officers of the Society are the President, not more than two Vice-Presidents, the Council Secretary-Treasurer and the Chairpersons of Council's Committees. Only Honorary or Ordinary Members of the Society are eligible for appointment or election as an Officer of the Society.
6.9 Officers and other Permanent Council members are appointed for a term of four years, except where arrangements are made otherwise by the decision of the Permanent Council. The Permanent Council reserves the right to extend/terminate all appointments, in the interest of the Society and its Objects. Trustees are eligible for re-elections.
6.10 Notwithstanding the previous clause, Officers and Trustees have a duty to serve until new appointments are made and their duties assumed.
6.11 If for any reason the office of President becomes vacant otherwise than by expiry of term of office the President-elect (if any) shall assume the office of President and shall serve for the remainder of the term of office of the preceding President followed by the term of office for which the President-elect was elected. If there is no President-elect at the date of the vacancy the Permanent Council shall elect one of the Members of the Permanent Council to serve as (interim) President until the next Presidential election.
6.12 The President or the President-elect (if any) reserves the right to nominate the Council Secretary-Treasurer, subject to endorsement by the Permanent Council.
6.13 The Permanent Council may appoint any other Officer from time to time to be an assistant or deputy Council Secretary-Treasurer to exercise the functions of the Council Secretary at any time while the office of the Council Secretary-Treasurer is vacant or there is for any other reason no Council Secretary-Treasurer capable of acting.
6.14 The Permanent Council may at any time and from time to time appoint an Honorary or Ordinary Member of the Society to fill a vacancy occurring among the Permanent Council members.
6.15 No person shall unless nominated by the Permanent Council be eligible for election as an Officer or Permanent Council member unless not less than four months before the date appointed for the Permanent Council there shall have been left at the registered office of the Society notice in writing signed by at least two persons who are either Honorary or Ordinary Members of their intention to propose such person for election and also notice in writing signed by that person of his/her willingness to be elected.
6.16 Each Ordinary or Honorary Member has a right to stand for election as a Trustee, in observance of clause 6.15.
6.17 Notwithstanding clause 6.2, the Permanent Council in consultation with Society members at large may from time to time increase or reduce the number of members of the Permanent Council and determine in what rotation such increased or reduced number shall go out of office and may make the appointments necessary for effecting any such increase.
6.18 All details of election procedures are to be decided and modified from time to time by the Permanent Council for the maximum benefit and efficient running of the Society.
7. THE TRUSTEES’ ROLES AND POWERS
The Trustees (the Permanent Council) assume the prime duty of making proposals and taking key decisions that bear upon the successful achievement of the Society’s Objects, including the following powers:
7.1 to appoint (and remove) any member (who may be a Trustee) to act as Council Secretary;
7.2 to elect (and remove) Officers from among their number;
7.3 to delegate any of their functions to Council Committees consisting of two or more individuals appointed by them. At least one member of every Council Committee must be Trustees and all proceedings of Council Committees must be reported promptly to the Permanent Council;
7.4 to make amendments, where necessary, to the Articles of Association and the Rules and Regulations of the Society through a majority vote;
7.5 to establish procedures to assist the resolution of disputes or differences within the Society;
7.6 to exercise any powers of the Society which can advance its Objects.
8. PROCEEDINGS OF THE PERMANENT COUNCIL
8.1 The Trustees must hold at least two meetings of the Permanent Council in each year.
8.2 A quorum at a meeting of the Permanent Council is more than half of the total number of Trustees.
8.3 A meeting of the Permanent Council may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants.
8.4 The President or (if the President is unable to do so) some other Trustee chosen by the Trustees present presides at each meeting.
8.5 Every issue may be determined by a simple majority of the votes cast at a meeting, but a written resolution signed by all the Trustees is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
8.6 Except for the President, who, in the case of an equality of votes, shall have a second or casting vote, every Trustee has one vote on each issue.
8.7 On request of a member of the Council the Council Secretary-Treasurer shall summon a meeting of the Permanent Council by reasonable notice.
8.8 A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting of the Permanent Council.
9. RECORDS
9.1 The Permanent Council must keep proper records of:?
9.1.1 all proceedings at meetings/symposia;?
9.1.2 all proceedings at meetings of the Trustees;
9.1.3 all reports of committees; and?
9.2 Accounting records relating to the Society must be made available for inspection by any Trustee and may be made available for inspection by members who are not Trustees if the Trustees so decide.
10. BENEFITS TO MEMBERS AND TRUSTEES
10.1 The property and funds of the Society must be used only for promoting the Objects and do not belong to the members but:
10.1.1 members who are not Trustees may be employed by or enter into contracts with the Society and receive reasonable payment for goods or services supplied; in particular, members who are not Trustees may receive reasonable and proper remuneration in respect of their services as an Editor of the Journals of the Society or any similar publication of the Society, or as a convener of a conference, symposium or seminar of the Society;
10.1.2 members (including Trustees) may be paid interest at a reasonable rate on money lent to the Society;
10.1.3 members (including Trustees) may be paid a reasonable rent or hiring fee for property or equipment let or hired to the Society;
10.1.4 individual members (including Trustees) may receive charitable benefits (such as, in particular, grants) in their personal capacity; and
10.1.5 Trustees may be paid an honorarium of such reasonable amount (if any) as the Council may from time to time approve in respect of their services in that capacity.
10.2 A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from the Society except:
10.2.1 as mentioned in clauses 4.16 (indemnity insurance), 10.1.2 (interest), 10.1.3 (rent), 10.1.4 (charitable benefits), 10.1.5 (honorarium) or 10.3 (contractual payments);
10.2.2 reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in managing and directing the Society;
10.2.3 an indemnity in respect of any liabilities properly incurred in managing and directing the Society (including the costs of a successful defence to criminal proceedings);
10.2.4 in exceptional cases, other payments or benefits (but only with the written approval of the Permanent Council in advance).
10.3 A Trustee may not be an employee of the Society, but a Trustee or a connected person may enter into a contract with the Society to supply goods or services in return for a payment or other material benefit if:
10.3.1 the goods or services are actually required by the Society;
10.3.2 the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Trustees in accordance with the procedure in clause 10.4; and
10.3.3 no more than one half of the Trustees are interested in such a contract in any financial year.
10.4 Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or a Council Committee, the Trustee concerned must:
10.4.1 declare an interest at the meeting or at the meeting before discussion begins on the matter;
10.4.2 withdraw from the meeting for that item unless expressly invited to remain in order to provide information;
10.4.3 not be counted in the quorum for that part of the meeting; and
10.4.4 withdraw during the vote and have no vote on the matter.
11. NOTICES
11.1 Notices under the Articles may be sent by hand, by post or by suitable electronic means or placed on the Society’s webpage or (where applicable to members generally) may be published in any suitable journal or any journal distributed by the Society.
11.2 The only address at which a member is entitled to receive notices sent by post is an address shown in the register of members.
11.3 Any notice given in accordance with these Articles is to be treated for all purposes as having been received:
11.3.1 24 hours after being sent by electronic means or placed on the Society’s webpage or delivered by hand to the relevant address;
11.3.2 ten clear days after being sent by post to that address;
11.3.3 on the date of publication of an electronic journal containing the notice;
11.3.4 on being handed to the member personally or in the case of a member organisation, its authorised representative; or, if earlier,
11.3.5 as soon as the member acknowledges actual receipt.
11.4 A technical defect in the giving of notice of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.
12. LIMITED LIABILITY
The liability of members is limited.
13. GUARANTEE
Every member promises, if the Society is dissolved while he, she or it remains a member or within 12 months afterwards, to pay up to an equivalent of \300JPY towards the costs of dissolution and the liabilities incurred by the Society while he or she was a member.
14. DISSOLUTION
14.1 If the Society is dissolved, the assets (if any) remaining after provision has been made for all its liabilities must be applied in one or more of the following ways:
14.1.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;
14.1.2 directly for the Objects or for charitable purposes which are within or similar to the Objects; and
14.1.3 in such other manner consistent with the Articles and the rules and laws governing the operation of the Society’s administrative office (the Secretariat).
15. INTERPRETATION
15.1 In the Articles, unless the context indicates another meaning:
“the Articles” means the Articles of Association of The Society for Coastal Ecosystems Studies - Asia Pacific;
“the authorised representative” means an individual who is authorised by a member organisation to act on its behalf at meetings of the Society and whose name is given to the Council Secretary;
“clear day” means 24 hours from midnight following the relevant event;
“Council Committees” means such committees as may be designated by the Permanent Council;
“Council Secretary-Treasurer” means the company secretary-treasurer of the Society;
“custodian” means a person or body who undertakes safe custody of assets or of documents or records relating to them;
“financial year” means the Society’s financial year, from the 1st February to the 31st January of the following year;
“material benefit” means a benefit which may not be financial but has a monetary value;
“member” and “membership” refer to company membership of the Society;
“month” means calendar month;
“the Objects” means the Objects of the Society as defined in clause 3 of the Articles;
“the Officers” means the President, not more than two Vice-Presidents (one of whom may be titled "the President-elect" or "the Past-President", as appropriate), the Council Secretary-Treasurer and the Chairpersons of Council's Committees.
“the Permanent Council” means the board of Trustees;
“the Society” means The Society for Coastal Ecosystems Studies - Asia Pacific;
“Trustee” means a director of the Society and ‘Trustees’ means the directors.
“written” or “in writing” refers to a legible document (paper/electronic);
“year” means calendar year.
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NAMES & ADDRESSES OF ORIGINAL SUBSCRIBERS
(Trustees, members of the Permanent Council)
(addresses withheld)
Name: Mutsunori TOKESHI
Name: Porfirio M. ALIÑO
Name: Seiji ARAKAKI
Name: Suchana CHAVANICH
[Name: Jusak Ratundelang Pahlano DAUD]
Name: Handoko Adi SUSANTO
Name: Van Quan NGUYEN
Name: Maria Helena T. YAP
Name: Zulfigar YASIN
Name: Thamasak YEEMIN
Dated this 11th day of February, 2013
Witness:
Name: Makoto YOKO-O
Amendments to Articles of Association proposed and approved. 12 August 2019
Council members (as of 15 August 2019):
Porfirio M. ALIÑO, Masakazu AOKI, Seiji ARAKAKI, Cherry AUNG, Suchana CHAVANICH, Ching-Nen CHEN, Miguel FORTEZ, Van Quan NGUYEN, Makamas SUTTHACHEEP, Handoko Adi SUSANTO, THAMRIN (NOFRIZAL), Mutsunori TOKESHI, Voranop VIYAKARN, Yusli WARDIATNO, NiNi WIN, Maria Helena T. YAP, Zulfigar YASIN, Thamasak YEEMIN, Makoto YOKO-O
■ This document pertains to the SCESAP, not the SCESAP HQ. Note that this is NOT the translation of SCESAP HQ "Teikan", the document legalised and registered for SCESAP HQ under the Japanese law.
Membership rules (since April 2013)
THE SOCIETY FOR COASTAL ECOSYSTEMS STUDIES - ASIA PACIFIC
RULES AND REGULATIONS OF MEMBERSHIP
1. The Rules and Regulations of membership of the Society may only be amended by the resolution of the Permanent Council.
MEMBERSHIP TYPES
2. The Membership of the Society comprises Ordinary, Sustaining and Honorary Members:
(a) Ordinary Members are admitted in accordance with these Rules.
(b) Sustaining Members shall be organisations that are admitted in accordance with these Rules.
(c) Honorary Members are individuals who have, in the opinion of the Permanent Council, rendered outstanding service to the field of coastal ecosystems studies and/or to the Society.
APPLICATION FOR MEMBERSHIP
3. All applications for Membership will be made to the Society in the form approved by the Permanent Council. Application for student category shall have the endorsement of the Head of Department, Headmaster or Supervisor of the student.
ADMISSION
4. Admission to Membership will normally take effect from the 1st of the month after the Society receives the application form and payment of the appropriate membership fee. After admission, the Society shall issue, on request, a certificate of membership with the official seal, valid for the year(s) covered by the payment received.
CONDITIONS OF MEMBERSHIP
5. Every Member shall be bound to further to the best of his/her ability the Objects and influence of the Society and shall observe all the provisions of the Articles of Association of the Society and all Rules and Regulations of the Society.
6. All Members upon admission will automatically acquire the status of “sanjyo-kaiin” (supporting member) of the Society’s Secretariat. Those who intend to play an active part in the administration of the Secretariat can request that their status be changed to “sei-kaiin” (regular member) by writing to the Secretariat at any time during their Society membership. This status change only concerns the Member’s position with the Secretariat and does not affect the Member’s rights and entitlement within the Society itself.
7. It is a condition of Membership of the Society that Members shall not within two years after publication loan or sell to any institution or library copies of any of the Society's Journals, symposium volumes or other publications which the Member has received from the Society, either by reason of the payment of his/her annual subscription or at Members' prices.
8. A Member shall cease to be a Member:-
(a) if a notice of resignation signed by or on behalf of such Member is delivered to the Society.
(b) if his/her/its subscription has been in arrears for more than one year
(c) if his/her/its subscription is paid by an institution or other body for the purpose of obtaining for itself the Society's Journals at Members' prices
9. The Permanent Council shall be entitled to suspend or terminate the membership of a Member if that is deemed to be in the interest of the Society.
MEMBERSHIP FEES
10. The current Annual Fees are as indicated on the membership page of the Society's website.
11. Honorary Members shall pay no annual subscription and are entitled to receive free of charge such of the Society's Publications as the Council may determine.
12. Membership fees are set and reviewed from time to time by the Permanent Council in consultation with the Secretariat.
13. All subscriptions are payable in advance of the period to which they apply, except in the year of admission.
14. If a Member ceases to be a Member during a subscription period they shall nevertheless remain liable for payment of the full subscription in respect of that subscription period and of any arrears of subscription and shall not be entitled to recover any part of any subscription paid.
15. The subscription period of the Society is a period of one calendar year.
16. Ordinary Members are entitled during each subscription period to receive all issues of the Society's Publications published, at the relevant prices as determined by the Permanent Council provided that such Members have paid all subscriptions due.
17. If a Member ceases to be a Member during the subscription period in which he/she has been in receipt of issues of Journals he/she will remain liable for the full price for all that subscription period's issues of the relevant Journal or Journals and subject to payment thereof will receive all remaining issues of the relevant Journal.
ENTITLEMENT
18. Each Ordinary/Honorary Member will benefit from:
(a) reduced registration fees and priority for attending the Society’s meetings/ symposia/ workshops;
(b) priority right to present scientific works at the Society’s meetings;
(c) registration with the Society’s international mailing network;
(d) the right to view and contribute to the Society’s (electronic) publications
(e) the right to receive the Society’s (and other) publications at reduced rates
19. The names and logos (where applicable) of Sustaining Members will be shown in the Society's publications and homepages, subject to consent being received.
Dated this 11th day of February, 2013.
Amended on 5 December 2013.
■ Information correct in .
Ramkhamhaeng University MBRG
© 2013
SCESAP HQ. All Rights Reserved.