1. INTERPRETATION
(1) A reference to one gender means the other as well and a reference in singular means its opposite unless the context other wise suggests.
(2) Except where the context otherwise suggests the words or expression:
“APMF” means the Asia Pacific Mediation Forum;
“Assets” means both real and any other property or item of value that are negotiable for a price;
“Bank” means a commercial bank;
“Conference” means the conference of the Asia Pacific Mediation Forum;
“Constitution” means this Constitution.
“Convenor” means the person appointed under Rule 29;
“Committee” means the Steering Committee established under Rule 15 and the interim one established under Rule 27;
“Executive” means the executive appointed under Rule 17;
“Fee” or “fees” means the membership fees prescribed under Rule 12;
“Forum” means the Asia Pacific Mediation Forum;
“General Meeting” means the Bi-annual General Meeting of the Forum provided for under Rule 28;
“Interim President” means the President functioning under Rule 27;
“Interim Secretary” means the Secretary functioning under Rule 27;
“Interim Steering Committee” means the Steering Committee functioning under Rule 27;
“Interim Treasurer” means the Treasurer functioning under Rule 27;
“Liability” means all duties and obligations financial or otherwise incurred on behalf of the Forum, by its executive or any other duly authorised officer for the benefit of the Forum unless otherwise specifically excluded by a majority vote of the general meeting;
“President” means the president of the Asia Pacific Mediation Forum appointed in accordance with Rule 18;
“Property” means any real property such as land, money, or any other interest of value;
“Secretary” means the secretary of the Asia Pacific Mediation Forum;
Steering Committee” means the committee established under Rule 15;
“Singapore Conference” means the conference of the Forum scheduled for 2003 in Singapore or failing that any conference of the Forum held in its place;
“Treasurer” means the treasurer of the Asia Pacific Mediation Forum appointed under Rule 24
“Rules” or “rules” means the Rules in this Constitution; and
“WMF” means the World Mediation Forum.
2. OPERATION
This Constitution will come into operation upon it being adopted by a majority vote of the financial members present at the Singapore conference in 2003 and certified to that effect by the Secretary of the Forum.
3. ESTABLISHMENT
A Forum for the exchange, co-operation and where possible resolution and or management of conflicts through mediation in the Asia Pacific Region is hereby established.
4. NAME OF THE FORUM
The name of the Forum shall be the Asia Pacific Mediation Forum abbreviated as APMF.
5. STATUS
(1) The Forum is a non-profit organization and will be governed by the following rules in this Constitution.
(2) The Forum has the ability to sue and be sued in its corporate name and style.
(3) The Forum’s assets and liabilities are separate from the personal liabilities of its general membership, the executive, the steering committee a member of the steering committee, the executive or any of the Forum’s officers.
(4) Any asset, a benefit, a duty, an obligation or a liability incurred by the executive, the steering committee or a member of the executive or the steering committee for the benefit of the Forum in furtherance of the Forum’s objectives shall be that of the Forum.
6. OBJECTIVES
The objectives of the Forum are to:
(a) facilitate the exchange and development of knowledge, values and skills of mediation in any and all of its forms, including inter-cultural, inter-personal, inter-institutional and international, within and between the diverse countries and cultures in the Asia Pacific Region;
(b) serve as a centre for information about the resolution and or management of disputes through mediation in the Asia Pacific Region; and
(c) do anything and everything that is necessary and conducive to the attainment of the above stated objectives.
7. POWERS
(1) The Forum shall have all the powers conferred by section 25 of the Associations Incorporation Act 1985 (the Act) and these rules.
To achieve its objectives, the Forum shall
(a) own, hold, invest, and or dispose of or lease or rent any property real or otherwise;
(b) establish and operate a website;
(c) hold bi-annual conferences and meetings;
(d) publish books, booklets, journals and such other publications that are necessary for the sharing and exchange of relevant information and ideas about dispute resolution procedures and practices in the Asia Pacific Region;
(e) participate where possible in the resolution and or management of disputes in the Asia Pacific Region;
8. REGISTRATION AND OFFICE
(1) Subject to a resolution of the Steering Committee the Forum shall be registered in Adelaide, South Australia with its main office in that location.
(2) The Forum may have such other offices as are considered necessary by the Committee for the achievement of its objectives.
9. ACCOUNTS AND BOOKS
(1) The Forum shall have a bank account maintained by the Treasurer with a well-recognised, international bank that has the capacity to easily allow for international payments and receipts.
(2) The President, the Treasurer and the Secretary of the Forum, with any two to sign, shall be the only signatories to the Forum’s account.
(3) All monies coming into the Forum shall be deposited into the account and all necessary and proper expenditures of the Forum shall be met.
10. MEMBERSHIP
(1) Membership of the Forum is open to individuals and organizations that are interested in or involved with the resolution of conflicts or disputes through mediation, arbitration and other forms of dispute resolution.
(2) Individuals may become lifetime members upon payment of the required fees and meeting any other condition the Forum may set through its steering committee.
11. QUALIFICATION FOR MEMBERSHIP
(1) An individual or an organization wishing to become a member of the Forum shall fill in an application on the prescribed membership form, which shall be on the Forum’s website.
(2) Upon payment of the membership fee under Rule 12 below and upon meeting such other requirements as the Steering Committee may set from time to time for the good of the Forum, an individual or an organization shall become a member of the Forum.
12. MEMBERSHIP FEE
(1) There shall be bi-annual or a lifetime membership fee for the Forum.
(2) The Steering Committee shall determine and set the fees for the Forum bi-annually through APMF’s website or any of its official publications.
(3) The first membership fees for the Forum shall be in the following categories:
(a) individual bi-annual and or life membership;
(b) organizations of less than 250 members bi-annually or for life;
(c) organizations with more than 250 members bi-annually or for life;
(d) students and unsalaried mediators bi-annually.
(4) The membership fee must be paid to the Treasurer within such period as may be specified by the Steering Committee for depositing into the Forum’s Account.
(5) Payment will be considered effected upon receipt or acknowledgment of the receipt of the same by the Treasurer or his/her office.
(6) The APMF will pay for an organisational membership of the World Mediation Forum within the time and manner prescribed by that Forum. Upon payment of those fees the APMF will be an Affiliate of the World Mediation Forum.
13. BENEFITS OF MEMBERSHIP
(1) A member of the Forum shall be:
(a) Eligible to participate in all events organised by the Forum.
(b) Eligible to participate in the organisational vote at the bi-annual General Assembly of the World Mediation Forum in accordance with the Statutes of the WMF.
(c) Receive free of charge or at cost, as may be determined from time to time by the Steering Committee, copies of all publications of the Forum.
(d) Participate and vote at the General Meeting of the Forum;
(e) Eligible to stand for and be elected or be appointed as the case may be, to any of the offices of the Forum.
14. GENERAL MEETING
(1) There will be a bi-annual General Meeting of the Forum coinciding with the Forum’s bi-annual conference or meeting.
(2) The quorum at any bi-annual General Meeting will not be less than 50% of the total membership counting organizational members as one.
(3) Decisions at the bi-annual General Meeting will be taken by a simple majority of the members voting except for a modification of these rules which requires a two-thirds majority of the members voting.
(4) The bi-annual General Meeting shall be the supreme authority of the Forum and its decisions taken according to these rules will be binding on all members.
(5) Except as these Rules may permit all major decisions of the Steering Committee, and any other Committees established by these Rules or otherwise by the Forum, are subject to the approval of the bi-annual General Meeting.
15. STEERING COMMITTEE
(1) A Steering Committee is hereby established for the Forum.
(2) The Steering Committee will comprise of a minimum of six (6) and a maximum of sixteen (16) members, with no more than one from the same organization or country.
(3) The members of the Steering Committee shall be elected for a period of two years beginning and ending with each General Meeting.
(4) The Steering Committee will be elected by the members at the General Meeting and will remain in office until the next General Meeting with the members of the Committee retaining their eligibility to be re-elected if they wish to continue.
(5) The General Meeting will have regard to equal representation and participation at the Committee level for all of the countries in the Asia Pacific Region when electing the Committee members.
(6) A committee member is eligible for re-election for up to a period of 4 years, after which they must take at least one year’s break from office unless the incumbent is desirous of continuing and the General Meeting agrees through a majority vote of those attending.
(7) A person is not eligible to be a member of the Committee if he or she has no access to the internet for purposes of communication on a monthly basis.
(8) A person is not eligible to be a member of the Committee unless they are a financial member of the APMF.
16. POWERS AND FUNCTIONS OF THE COMMITTEE
(1) The Committee has through the Executive the powers and duties to:
(a) Direct the activities and run the economic and administrative management of the Forum through its Executive in the pursuance of the objectives of the Forum.
(b) Carry out the decisions made by the General Meeting.
(c) Produce and submit for the approval by the General Meeting the annual budgets and statement of accounts.
(d) Present the Constitution of the Forum and any proposed changes to rules therein for approval by the General Meeting.
(e) Act in accordance with the powers and functions vested in it by these Rules.
(f) Appoint and dismiss employees, grant powers, name representatives, and in general carry out those activities connected to the administration of the Forum.
(g) Take responsibility for any other powers that are not within the competence of the General Membership.
(2) The Committee will conduct most of its business through e-mail and such other means of communication, at least once a month, and with at least one bi-annual meeting in person, preferably at the same time as the General Meeting, during the currency of its term.
(3) A simple majority vote of the members present will carry the decisions of the Committee.
(4) The Committee may conduct its business by circular resolutions via email with a lack of response within fourteen days (14) from the date of the circular treated as a vote in favour of the proposed resolution.
17 EXECUTIVE
(1) The Forum shall have a President, Vice President, Secretary and Treasurer and such other officers as the Committee considers are necessary and required for the attainment of the Forum’s objective.
(2) The President, Vice President, Secretary and the Treasurer together form the executive of the Forum.
(3) The appointment, terms and eligibility for appointment and the powers and functions of the President, Vice President, Secretary and the Treasurer are as specified in these Rules.
18. PRESIDENT
(1) The Committee shall elect the President from within its membership.
(2) The President’s term of office shall be for a period of two years beginning and expiring with each bi-annual General Meeting and shall be eligible for re appointment if he or she wishes.
19. POWERS AND FUNCTIONS OF THE PRESIDENT
(1) The President has the powers and or functions of:
(a) Legally representing the Forum before all kinds of public or private bodies about matters that concern the objectives of the Forum.
(b) Convening, presiding and chairing the sessions of the General Meeting and the Steering Committee and directing the deliberations of both.
(c) Ordering payments and authorising with his/her signature documents, minutes and correspondence for and on behalf of the Forum under the common seal of the Forum.
(d) Adopting any urgent measure that the well being of the Forum requires from time to time.
(2) None of the above or any other power vests in the President the authority to authorise unbudgeted expenditure without the approval of the Treasurer and the Committee.
(1) The Committee shall elect the Vice President from within its membership.
(2) The Vice President’s term of office shall be for a period of two years beginning and expiring with each General Meeting and shall be eligible for re appointment if he or she wishes.
21. POWERS AND FUNCTIONS OF THE VICE PRESIDENT
(1) The Vice President shall perform the powers and functions of the
President as specified in Rule 15 above in the absence of the President.
(2) The Vice President may exercise and perform such powers and
functions as the Committee may vest in him/her from time to time.
(1) The Committee shall elect the Secretary from within its membership.
(2) The Secretary’s term of office shall be for a period of two years beginning and expiring with each General Meeting and shall be eligible for re appointment if he or she wishes.
(1) The Secretary shall be the chief records and administrations officer for the Forum except for financial matters that fall within the functions of the Treasurer.
(2) Have custody and control of the Forum’s common seal.
(3) Given that the business of the Committee is via the internet, the Secretary shall let the participants know of the agenda or decisions to be made by the Committee through the internet, employ that means to regularly make a record of all decisions taken, keep a written copy of decisions or resolutions reached and supply copies to each member of the Committee.
(4) The Secretary shall undertake such duties and responsibilities including the taking of minutes of meetings and keeping records of minutes and resolutions passed by the General Meeting and the Committee as necessary in the discharge of his or her duties and responsibility under sub-rule (1) herein.
(1) The Committee shall elect the Treasurer from within its membership.
(2) The Treasurer’s term of office shall be for a period of two years beginning and expiring with each General Meeting and shall be eligible for re appointment if he or she wishes.
The Treasurer shall:
(1) keep records of all financial dealings of the Forum;
(2) collect and have custody of all the funds of the Forum and deposit them into the Forum’s bank account;
(3) make payments out of the Forum’s account in fulfilment of such financial obligations the Forum has properly incurred and are due for payment;
(4) produce properly certified statement of accounts and a report of the financial affairs of the Forum for the previous year at the General Meeting and before that the Committee;
(5) prepare and present annual budgets for approval firstly by the Committee and then the General Meeting.
(1) The Committee has the power to create additional offices and appoint officers to such offices as are necessary for purposes of attaining the objects of the Forum.
(2) In the event of the Committee exercising its powers under sub-rule (1), it shall justify both the need and the suitability of the person appointed to such an office.
(3) With the agreement of the majority of the members of the Steering Committee, the President has the power to coopt members of the AMPF who have special expertise to work on specific tasks to support the work of the committee.
27. INTERIM STEERING COMMITTEE AND EXECUTIVE
(1) The steering committee established at the Forum’s inaugural conference in Adelaide, Australia, 29th November to 1st December 2001 is the Forum’s interim steering committee.
(2) Pending the formal adoption and coming into operation of these rules, the powers of the Forum’s steering committee, the executive and any other officer or committee shall be exercised through the interim steering committee established.
(3) All steps taken by the interim steering committee including the appointment of the interim executive and exercise of the various powers and functions by the interim steering committee or the interim executive or any of their members shall be deemed to have been undertaken and or exercised under this Constitution.
(4) The interim steering committee, the interim executive and any other officer appointed and functioning for the benefit of the Forum prior to the coming into operation of this Constitution has the same responsibilities and protection as those accorded to the respective office or officer under this Constitution.
(5) The interim steering committee and the executive shall report to the general meeting of the Forum in the Singapore 2003 conference the progress of their work and the status of the Forum including its assets and liabilities.
28. BI-ANNUAL CONFERENCE
(1) A bi-annual conference of the Forum shall be held every two years in the years between the bi-annual conference of the WMF and not within three months prior to or following the WMF Conference.
(2) The Steering Committee will, either by general consensus or simple majority vote, nominate the venue for the next conference after calling for, and carefully considering, expressions of interest.
(3) The Steering Committee shall then appoint a suitable person as the Convenor for the next conference.
(4) The Convenor shall be a person who is located in the place selected as the venue for the next conference.
(5) The conference venues will rotate from one country to another in the Asia Pacific Region.
(6) The dates for the APMF Conference and a Call for Papers will be advertised widely in the Region and worldwide at least 12 months prior to the conference.
29. CONVENOR
(1) The Steering Committee will name a Conference Convenor who will be responsible for organizing the following Conference in his/her own country with the support of a local Conference Committee.
(2) The Steering Committee will also authorise the Convenor to appoint a Local Conference Committee, in consultation with the Steering Committee, to assist the Convenor in organizing the conference.
(3) At least twelve months before each conference a contract will be drawn up between the Conference Convenor and President of the Forum clearly spelling out the relative responsibilities, tasks and economic obligations.
30. LANGUAGES
The language of the Steering Committee and the conference will be English and, provided there is proper translation into English, the traditional language of the host country or of the presenter of a paper may be used.
31. REVIEWS OF STATUTES
(1) The Rules in this Constitution are subject to review and may be modified or repealed and replaced as and when the need arises.
(2) The Steering Committee has the obligation to review the rules every two years and propose changes that it deems necessary to the General Meeting.
(3) The proposals shall be circulated to all financial members of the Forum through the Internet at least one month before the first day of the next conference.
(4) No changes to these rules are effective until the General Meeting has voted in favour by a two third majority voting.
32. WIND UP
(1) The Forum may, by a special resolution, resolve to be wound up voluntarily.
(2) A special resolution can be passed at a duly convened meeting of the members of the association if
(a) at least 21 days written notice specifying the intention to propose the resolution has been given to all members of the association; and
(b) it is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of such members of the association as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting.
(3) On the wind up of the affairs of the Forum the assets of the Forum shall be realized and the proceeds shall be applied first meeting the Forum’s liabilities, then the costs of the wind up and proceeds remaining shall be donated to the International Committee of the Red Cross for the benefit of operations in the Asia Pacific area.
33. TRANSITIONAL
(1) A person intending to be a member of the Forum and who wishes to vote on the Constitution shall fill in the required application form and pay the prescribed membership fee prior to voting.
(2) A person who meets the requirements under sub-rule (1) above shall continue to be a member under this Constitution once it comes into force.
(3) For the purposes of sub-rule (1) above the interim Steering Committee shall appoint a president, vice president, secretary and treasurer who shall perform the respective tasks under Rules 12 and 25 any another other relevant and applying Rule in the interim until the Singapore Conference and General Meeting.
(4) The provisions of this rule shall come into effect upon the majority of the interim Steering Committee members voting in favour via the Internet. Where there is a failure to respond to the relevant vote within the required period a vote will be counted in favour of the proposal.
Adopted to come into operation with immediate effect today the day of 2003.
…………………………. …………………………
(Full Name and Signature) (Full Name and Signature)
Secretary of the APMF President of the APMF
This is the annexure marked ‘A’ referred to in the statutory declaration of
…………………………………………..made on the ……………………………
before me
………………………………………………………………………………………
Justice of the Peace