INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS (FIDIC)

ASIA-PACIFIC MEMBER ASSOCIATIONS (FIDIC ASIA PACIFIC) CONSTITUTION

NAME

Article 1

The name of the Asia and Pacific regional grouping of national associations of consulting engineers shall be the “International Federation of Consulting Engineers (FIDIC) Group of Asia and Pacific Member Associations” (hereinafter referred to as “FIDIC ASIA PACIFIC”).

OBJECTIVES

Article 2

The objectives of FIDIC ASIA PACIFIC are to undertake the following activities:

• Represent the consulting engineering industry in Asia and the Pacific as a regional grouping of FIDIC member associations.
• Encourage regional co-operation between member
• Provide assistance to individual member associations where necessary to build their capacity to deliver private consulting services.
• Provide assistance to member associations with a view to ensuring reasonable access to opportunities of work in their Countries.
• Encourage meaningful and sustainable technology transfer and capacity
• Co-ordinate training
• Encourage of the formation of local associations of consulting engineers where these do not exist.
• Promote and enhance the status of the national associations of consulting engineers in the region.
• Encourage the attainment and maintenance of high standards of professional practice and ethics of member consulting engineers.
• Make known the common opinions of member associations to such bodies as it is deemed from time to time to be necessary and to make or support representation to governments and other appropriate bodies on matters affecting the interests of member associations, or that are in the public interest.
• Encourage good relations and understanding between member associations, their clients and the public.
• Develop and maintain co-operation with other similar groupings of associations or with other professional associations and learned bodies.

MEMBERSHIP

Article 3

• Subject to the approval of the General Assembly, membership of FIDIC ASIA PACIFIC is open to those national associations of consulting engineers which are members of FIDIC and which represent private consulting engineers in a country in the broad Asia-Pacific.
• Membership applications will consist of a covering letter and proof of membership from
• The category of Sustaining and Affiliate Member, as provided for in the FIDIC Statutes and as amended from time to time, shall be recognized by FIDIC ASIA PACIFIC in those instances where a regional Member Association has yet to be established.
• FIDIC ASIA PACIFIC shall compile and maintain a Register of its
• Notice of withdrawal from FIDIC ASIA PACIFIC must be given by sending a mail along with letter signed by an authorised person.
• Such notice shall become effective three months after the date of receipt by the Secretariat of FIDIC ASIA PACIFIC, but any annual subscription shall be paid for the financial year in which the membership withdrawal notice is issued.

ADMINISTRATION OF FIDIC ASIA PACIFIC

Article 4

Administration of the functions of FIDIC ASIA PACIFIC shall be carried out by one or all of the following bodies:

• a General Assembly
• a Board
• a Secretariat

GENERAL ASSEMBLY

Article 5

• The General Assembly shall consist of two delegates from each member association, who shall be nominated by their respective associations. Member associations may appoint alternates from time to time, provided that the FIDIC ASIA PACIFIC Secretariat is informed in writing.
• Ordinary meetings of the General Assembly of FIDIC ASIA PACIFIC will be held annually during the FIDIC or FIDIC ASIA PACIFIC Conference at a time that is suitable to the FIDIC or FIDIC ASIA PACIFIC programme.
• Only the nominated delegates shall have voting power and each delegate has only one vote but in the event of a member association being represented by only one delegate present at a meeting, this delegate shall have two votes. A Board Member of the FIDIC ASIA PACIFIC committee can be a delegate for a Member Association and able to exercise its votes at the General Assembly.
• Any member association more than one year in arrears with the payment of any debt to the Group, shall not be entitled to vote at a General Assembly.
• A quorum at a General Assembly meeting shall be at least one half of existing Member Associations in good standing, made up of a minimum of one third present in person plus any valid proxy. In the event of an insufficient number of attendees, the meeting shall be adjourned to another The quorum for such adjourned meeting shall be one third of its members of those entitled to vote including any valid proxy.
• A member association whose nominated representatives to the General Assembly absent themselves without acceptable reasons for three consecutive General Assembly meetings shall cease to be a member of FIDIC ASIA PACIFIC.
• An Extraordinary General Assembly may be convened at any time and shall be convened at the request of at least one third of the member associations of FIDIC ASIA PACIFIC or at the request of FIDIC ASIA PACIFIC Board. Such request must state the purpose for which such a meeting is required. Notice for an Extraordinary General Assembly shall be at least 60 days.

FUNCTIONS OF THE GENERAL ASSEMBLY

Article 6

• The powers and duties of the FIDIC ASIA PACIFIC General Assembly shall be:
• To set the Constitution and By-Laws of FIDIC ASIA PACIFIC and to make policies for the management and administration of its affairs.
• To determine if annual membership subscriptions should be paid by member associations to FIDIC ASIA PACIFIC and how such subscriptions should be
• To create and promote alternate sources of
• To appoint committees and sub-committees from amongst nominated representatives from time to time.
• Representatives to the General Assembly shall act in that capacity until a replacement is nominated by their member association.
• The General Assembly may at its discretion recognize an individual or member association for their extraordinary contribution or service in support of FIDIC ASIA
• At a General Assembly meeting, the following business shall be conducted:
• The President, failing which the Vice President of FIDIC ASIA PACIFIC, shall preside at all meetings, but if they are not present within fifteen minutes after the appointed time for the meeting or if they have signified their inability to be present at the meeting, the representatives present shall choose one of their own to be President for the meeting.
• Read and confirm the Minutes of the preceding General Assembly meeting and matters arising therefrom.
• Receive
• Present for approval any financial statements or management accounts for the preceding period.
• Deal with matters communicated to the Secretariat not later than 60 days prior to the meeting and included in the notice of the meeting sent to the members.
• Elect the members of the Board, and appoint a President, Vice President and/or a President-Elect.
• Deal with any other general business with the permission of the
• Decide on admission and exclusion of
• Determine the date and place of future
• Give direction to the Board as to the future of FIDIC ASIA

BOARD

Article 7

7.1. The Board shall comprise of 7 members each of whom shall be elected by the General Assembly under the provisions of Article 6.1.4 and all of whom shall act in an honorary capacity.

7.2 The President or the Vice-President shall be nominated by the Board. The President shall hold office for a term of three years and Board may decide to extend the term of President due to extra ordinary circumstances. When the President assumes office, a

Vice-President shall be elected for a period of two years. The retiring President will become advisor of the Board. The term of the advisor will be coterminous with the term of incoming President.

• The Board shall be responsible for the day to day running of FIDIC ASIA PACIFIC and the implementation of policies determined by General Assembly from time to time.
• Each member of the Board must be a member of a Member Association, but at any time not more than one member of any one Member Association may be a member of the Board. Board members shall remain impartial in their role on the Board and are not considered to be representing their respective member They will however, be ex-officio members of the General Assembly and entitled to exercise votes or proxies for any member association.
• The members of the Board shall be elected by the General Assembly for a term of office of three years, eligible for extension if elected to be President. In addition, the Board may nominate Board members to have his/her term extended by one year to alleviate the transition where more than four members are due to retire in the same year. A member of the Board who has completed his/her term of office (except the President, see Article 7.8) shall be eligible for re-election at any General Assembly after the termination of his/her period of office.
• Election of members of the Board shall be carried out by vote of the General Assembly following a thirty day notice period with candidates being nominated by their respective Member Association. The process for the election shall be approved by the General Assembly and contained in FIDIC ASIA PACIFIC’s By-Laws.
• As a result of the vote in accordance with provision 6, The Board shall have the power to select the candidate in case more than one candidate gets equal number of votes in the election.

7.8 . In the event of a member of the Board being unable for any reason to complete his/her term of office, the Board may co-opt a substitute member for the period until the resulting vacancy can be filled.

• In defining the period of service of the members of Board, a year starts and ends at the termination of the General Assembly Meeting held in conjunction with the annual FIDIC or FIDIC ASIA PACIFIC Conference.
• One year before the end of the President’s term of office, the General Assembly shall elect a President-Elect who shall assume the office of President after the following year’s General Assembly.
• In the event of the President, the Vice President/President-Elect being unable for any reason to complete a term of office, the Board shall as soon as possible elect one from among its own number to fill the vacancy. The replacement member shall hold office until the termination of the next General Assembly but shall be eligible for nomination by the Board and election by the General Assembly in the same or some other office for the full term of the office if available and willing.
• The Board may either appoint from among its own number an Honorary Secretary who will be directly responsible for the operations of the Secretariat, or the President may use the resource of his/her own Member Association.
• The Board may either appoint from among its own number an Honorary Treasurer who will be directly responsible for the finance of the Secretariat or the President may use the resources of his/her own Member Association.
• The Board is empowered to have a bank account opened whenever the need arises. The signatories for the operation of bank account will be decided by
• Authority to sign documents on behalf of the FIDIC ASIA PACIFIC is limited to the President and the Vice-President/ President-Elect, the Treasurer, Honorary Secretary and any other person duly authorized in writing by the President.

THE SECRETARIAT

Article 8

• The member association of the current President may act as the Secretariat for FIDIC ASIA PACIFIC but the General Assembly at any time may appoint and provide for the funding of a permanent Secretariat on an agency basis which body shall serve the General Assembly for a period determined from time to time by General
• The Secretariat shall be responsible for preparing and submitting an annual budget (if required) and associated business plan for approval by the General Assembly.
• The Secretariat shall follow due process to manage the election of the members of the
• The Secretariat shall give each member association a 15 days notice of any General Assembly meeting comprising an Agenda and matters to be discussed.

DUTIES OF THE BOARD

Article 9

• The Board shall be responsible for all matters which are not explicitly referred to in these Articles as being within the competence of the General Assembly.
• The Board shall be responsible for the carrying out of the resolutions of the General Assembly, and shall prepare and submit an annual report to the General
• The Board shall administer the assets/property of FIDIC ASIA PACIFIC and shall be responsible for the preparation of annual accounts and their submission to the General
• The Board shall formulate or recommend modification of the Constitution and By Laws or bring forward any business or matter for ratification by the General Assembly provided sufficient prior written notice has been given in accordance with sub-clause 6.2.4.
• The Board shall appoint at its discretion, Standing or Task Committees to assist in the execution of its These Committees shall be responsible to the Board.
• The Board shall be responsible for all its activities to the General

AMENDMENT OF CONSTITUTION

Article 10

• The constitution can be amended and such alteration shall take effect only after it has been confirmed with a two thirds majority of member associations present and voting at a General Assembly meeting.
• All member associations must be giving 30 days notice of the intention to change the constitution. This notice should include the proposed amendments and an explanation for those proposed amendments.
• Proxy votes will be accepted in voting procedures related to changes in the

DISSOLUTION

Article 11

• If at any General Assembly meeting, a resolution for the dissolution of FIDIC ASIA PACIFIC shall be passed by three-quarters of the members present and voting thereon, the Board shall thereupon or at any such future date as shall be specified in such resolution, proceed to dissolve FIDIC ASIA
• The vote specified in 11.1 above shall take place only after a minimum three month notice to the Member Associations.
• Following dissolution as per 11.1 above, any assets of FIDIC ASIA PACIFIC shall be granted to non-profit making charities at the discretion of the