APCAC Constitution and By-Laws
Constitution of the Asia-Pacific Council of American Chambers of Commerce
Click here to download a pdf file of the APCAC Constitution.
CHAPTER I - General
Article 1. This unincorporated association shall be known as Asia-Pacific Council of American Chamber of Commerce, hereinafter called APCAC.
Article 2. The principal office of APCAC shall be located at a place to be determined, from time to time, by its Board of Directors.
CHAPTER II - Objectives
Article 3. The objectives and purposes of APCAC are as follows:
1. To study and develop among American Chambers of Commerce and American Business Councils, hereinafter called AMCHAMs, located within or concerned with the Asia-Pacific area, mutual understanding of individual and common problems, and to determine and establish areas of mutuality and identity of interest.
2. To present the views and interest of American business in the Asia-Pacific region to the U.S. Government, including the legislative Branch and the Executive Branch, State Governments, U.S. Domestic business, labor unions, business and professional associations, and the American people.
3. To strengthen and influence AMCHAMs in matters reflecting their individual and regional interest whether such matters arise in the United States of America, or elsewhere.
4. To gather, publish, disseminate, exchange and comment upon information of specific or regional interest to AMCHAMs.
5. To foster and encourage the formation of AMCHAMSs in countries, economies, regions, or cities where there is sufficient American business presence, but AMCHAMs do not yet exist.
6. To promote and represent the viewpoint and interest of America business enterprise in the Asia-Pacific area.
7. To conduct liaison with and coordinate parallel or related activities of other agencies and organization with or interested in the Asia-Pacific area.
8. To promote harmony and mutual understanding between members of APCAC and their respective host countries and with the Government of the United States of America.
9. To present APCAC’s views on individual and common problems to the respective host countries, the Government of the United States of America, and agencies and organization within or interested in the Asia-Pacific area.
10. To do or have done all other things incidental or related to the attainment of the objects and purposes set forth above.
CHAPTER III - Membership, Dues and Assessment
Article 4. Members of APCAC shall be classified either as FULL MEMBER or ASSOCIATE MEMBER.
Article 5. Membership in APCAC shall be limited to organizations that are members of the Chamber of Commerce of the United States of America, and any American business organization approved for membership by the Board of Directors.
Article 6. Any duly organized and qualified AMCHAM with its principal office located within the Asia-Pacific area may be elected a FULL MEMBER.
Article 7. Any Chamber of Commerce or like organization, wherever located, whose goals and purposes are consistent and compatible with the purpose of APCAC may be elected an ASSOCIATE MEMBER. An ASSOCIATE MEMBER shall have all the rigjts and responsibilities of a FULL MEMBER except that it shall not have the right to cast a vote, nor may any representative of an ASSOCIATE MEMBER hold office within APCAC.
Article 8. The term “member” or “membership” when used in this constitution without a preceding modifier shall mean all classes of membership in APCAC.
Article 9. The Board of Directors shall establish membership requirements subject to articles 5, 6 and 7. Election to APCAC membership shall require two-third (2/3) majority vote of the total number of members of the Board of Directors.
Article 10. Resignation from membership in APCAC must be in writing and addressed to the Board of Directors. Resignation shall not be accepted until all indebtedness to APCAC of the resigning member has been fully paid.
Article 11. Should a member violate the terms of Constitution, regulations or directives of APCAC, or, if in the opinion of a majority of the total number of the members of the Board of Directors the member’s conduct is injurious to the best interest of APCAC, the Board of Directors shall hold a meeting to consider the matter and after due investigation the Board of Directors may take no action, or a majority of the total number of members of the Board of Directors may request the member to resign or suspend the member for a period not to exceed one year. In extreme cases the Board of Directors may by unanimous vote expel the member. No representative of a FULL MEMBER may vote as a member of the Board of Directors in which it is either the complainant or the member complained against.
Article 12. The Board of Directors shall from time to time determine the amount of initiation fees, dues or assessments to be paid by each class of membership.
Article 13. Membership in APCAC shall not be transferable.
CHAPTER IV - Officers and Duties and Election of Chairman
Article 14. The officers of APCAC shall consist of a Chairman and not less than two (2) Vice Chairmen. Candidates for Vice Chairman shall be chosen on the basis of general qualification, length of service to APCAC and geographic location.
Article 15. The Chairman shall be elected at a Board of Directors Meeting held in conjunction with the General Meeting of each Calendar year and shall take office at the final session of that General Meeting. The Vice Chairman shall be appointed by the Chairman with the approval of the Board of Directors and term of office for Vice Chairmen shall be the same as that of the Chairman.
Article 16. The Chairman and Vice Chairmen shall constitute the Executive Committee to perform such duties as may be assigned by the Board of Directors.
Article 17. The Chairman shall preside at all General Meetings and at all meetings of the Board of Directors when present.
Article 18. In the event the Chairman is absent from the General Meeting or a meeting of the Board of Directors, the Chairman may appoint a Vice Chairman to preside.
Article 19. The Chairman shall be responsible for forwarding all notices of meetings and all other information of interest to the members.
Article 20. In the event of a vacancy of the office of Chairman, an interim Chairman shall be elected by a majority vote of the Board of Directors, which vote may be taken without holding a Board of Directors meeting by means of telex, cable, telegram, facsimile transmission or other electronically transmitted writing. The interim Chairman shall carry out the duties of Chairman until a successor is elected at a Board of Directors meeting held in conjunction with an Annual General Meeting or when the term of the vacated office shall expire, whichever is earlier.
Article 21. At the October APCAC Executive Meeting, the Chairman shall appoint a nominating Committee consisting of five (5) members of the Board of Directors; the Chairman shall not be a member of the nominating committee. The members of the nominating committee shall elect one (1) of their number as chairman of the nominating committee. The nominating committee shall present a slate of such candidate or candidates for the position of Chairman to a Board of Directors meeting held in conjunction with the general meeting of the following calendar year. However, the Board of Directors may elect a person to be Chairman which person was not nominated by the nominating committee.
Article 22. No person shall serve more than three (3) consecutive terms as Chairman. No person shall be elected to a third term as Chairman unless he /she shall have received the affirmative votes of at least two thirds (2/3) of the total number of members of the Board of Directors. The Chairman shall have no vote in the election of the Chairman unless there shall be tie vote between two (2) candidates, in which event the Chairman shall cast the deciding vote, provided always that in the casting of such vote by the Chairman a candidate shall received a majority of the votes cast. An Absent Director, other than the Chairman, may vote for a candidate for Chairman by proxy in accordance with Article 24.
CHAPTER V - Voting and Procedure
Article 23. At all meetings of the Board of Directors each member of the Board of Directors shall have one (1) vote. Except as provided in Articles 9, 11, 22 and 40, a matter, including election of a Chairman, shall be approved or adopted only by an affirmative majority of the votes cast on such matter and on a tie among votes cast the matter shall fail.
Article 24. In the absence of a Director, other than the Chairman, that absent Director may designate a proxy to attend or vote on his or her behalf, provided always that such proxy shall be either an officer, Executive Director or member of the FULL MEMBER that the Director represents or such proxy may be the Chairman, except that in the election of the Chairman, such proxy must be the Chairman of the nominating committee. The absent Director shall identify his or her proxy designee by written instrument,
CHAPTER VI - Governing Board and Employees
Article 25. The Governing authority of APCAC shall be its Board of Directors consisting of the following
1. The Chairman or Vice Chairmen acting in the Chairman’s stead in accordance with Article 18; and
2. The President of each FULL MEMBER or his/her designated representative or a proxy designated in accordance with article 24.
3. The immediate past Chairman shall be an ex-officio, non-voting representative to the Board of Directors.
Article 26. The Chairman, with the consent of the Board of Directors, shall have the authority to appoint, discharge and fix the amount of salary or other remuneration of paid employee of APCAC. Should the Board of Directors approve employment of a paid Executive Director for APCAC, the Board of Directors may delegate to the Executive Director authority to appoint and discharge all other paid employees of APCAC.
CHAPTER VII - Meetings, Quorum, and Order of Business
Article 27. The Chairman shall convene a General Meeting each year at which, inter alia, there shall be review of APCAC positions and policies.
Article 28. The Chairman with the advice and consent of the Board of Directors shall determine the location, date and time of each General Meeting.
Article 29. Notice of each General Meeting shall be sent in writing to each member not less than sixty (60) days before the date of each General Meeting.
Article 30. The agenda for each General meeting shall be determined by the Chairman with the advise and consent of the Board of Directors.
Article 31. In conjunction with the General Meeting each year, there shall be held a meeting of the Board of Directors at which, inter alis, there shall be consideration of the financial statement for the preceding period and adaptation of a budget or amendment of the existing budget for the current fiscal year.
Article 32. Additional meetings of the Board of Directors may be called by the Chairman.
Article 33. The Chairman upon receipt of a written petition of three (3) or more FULL MEMBERS requesting a Board of Directors meeting shall forthwith call such a meeting.
Article 34. To order of business for each meeting of the Board of Directors shall be determined by the Chairman or in the absence of the Chairman by the presiding Vice Chairman appointed in accordance with Article 18.
Article 35. To conduct business at any meeting of the Board of Directors a quorum shall consist of the presence of a majority of the Board members, either in person or represented by proxy.
CHAPTER VIII - Committees
Article 36. The Chairman may from time to time appoint committees to research and prepare materials, and to perform other functions to further the purposes of APCAC.
Article 37. ASSOCIATE MEMBERS representatives may serve as members of APCAC Committees.
CHAPTER IX - Parliamentary Authority
Article 38. The Chairman in his discretion appoint a Parliamentary for each meeting. The decision of the Parliamentarian upon procedural matters shall be binding upon the meeting.
Article 39. Parliamentary authority for all meetings shall be the latest available edition “Roberts’ Rules of Order”.
CHAPTER X - Amendment
Article 40. This constitution may be amended by two-thirds (2/3) of the total number of members of the Board of Directors approving any proposed amendments at a Board of Directors meeting held in conjunction with a General meeting.
Article 41. Proposed amendments to this Constitution must be submitted in writing to the Chairman not less than fifteen (15) days before the General Meeting at which the proposed amendment will be offered.
CHAPTER XI - Dissent
Article 42. Notwithstanding any other provision of this Constitution, any member shall have the right to disassociate itself from any position, policy or resolution of APCAC without thereby putting in jeopardy its APCAC membership.
CHAPTER XII - Corporate Affiliates
Article 43. Business entities, corporations and juristic person engaged in commercial activities may become “Corporate Affiliates of the Asia-Pacific Council of American Chamber of Commerce”, hereinafter referred to as an affiliate. An Application for the affiliate shall submit an application in the form prescribed to the Chairman. Each such application shall be considered promptly by the Chairman who shall either approve or reject each application; if an application is rejected, no reason therefore need be given. Following the approval of the application the affiliate shall pay an affiliation fee and every year thereafter the affiliate shall pay an annual fee not later than the date fixed by the Board of Directors. The amount of the affiliation fee and annual fee payable by an affiliate shall be fixed, from time to time, by the Board of Directors. An Affiliate may terminate its affiliation with APCAC by written notice thereof by failure to pay the affiliation fee or any annual fee. The Board of Directors may terminate an affiliation of an affiliate with APCAC at any time without stating the reason thereof. A reasonable number of representatives of an affiliate may be permitted to attend as observers the general meeting of APCAC upon payment of the prescribed registration fee. An Affiliate is not a member of APCAC.
CHAPTER XIII - Adoption
Article 44. This constitution was first adopted and became effective on the 10th day of November, 1975 and has been subsequently amended, and is hereby further amended in April 1993.
By-Laws and Policies
1. FULL MEMBERSHIP - AMCHAMs with their principle office located within the Asia-Pacific area.
Guam Chamber of Commerce
2. ASSOCIATE MEMBERSHIP - Those Chamber of Commerce or similar organizations whose goals and purposes are consistent and compatible with the purposes of APCAC, wherever located:
American Bangladesh Economic Forum
Trade Development Alliance of Greater Seattle
Indo-American Chamber of Commerce
Saipan Chamber of Commerce
3. LIAISON MEMBERSHIP - At the discretion of Chairman, AMCHAMS from other countries may be involved in APCAC as Liaison Members. They pat no dues, but received paying registration fees, but do not have the right to vote. Such liaison members could be from such countries as PRC, Papua New Guinea, United Arab Emirates and Sri Lanka. Liaison membership can be continued at the Chairman’s discretion.
4. CORPORATE AFFILIATE
American International Underwriters-Southeast Asia Regional office
Bell ATLANTIC International, Inc.
Caltex Oil Hong Kong Limited
APCAC DUES (as amended at the March 2005 Annual General Meeting)
APCAC DUES. APCAC Dues payment shall be made by April 30 each year. Computation of this dues is based on individual AmCham gross revenues in accordance with the APCAC formula listed below. Invoices for APCAC dues will be issued at the beginning of each calendar year by the APCAC administrative Director. However, any Full or Associate AmCham which requires an actual billing of APCAC Dues shall inform the APCAC administrative Director by February 1, indicating its AmCham gross revenue and the total dues payable to APCAC. A billing will be issued based on the information as detailed.
PAYMENTS. Wire transfers/Checks/drafts in payment of dues are to be issued to : “Asia Pacific Council of American Chamber of Commerce” only (do not show a location). The payments are to be sent directly to the APCAC bank account or to the APCAC administrative Director, who will issue a receipt for each payment shall include the dues calculation signed by the AmCham President. The remittances will be deposited in the APCAC U.S. dollar bank account maintained in Hong Kong. The APCAC Administrative Director will prepare a monthly statement showing details of receipts, expenditures , and balance of the APCAC U.S. dollar account and circulate a copy to all AmChams and the APCAC Chairman.
APCAC DUES FORMULA (as of 18 Mar 2005)
|$0 - $30,000
|$30,001 - $80,000
|$80,001 - $130,000
|$130,001 - $250,000
|$250,001 - $500,000
|$500,001 and over
ASSOCIATE MEMBER $300
Note: approved by the Board of Directors on 18 Mar 05 in connection with the Annual Meeting held in Guangdong, China. It was emphasized that “Gross Revenues” mean all revenues: ”... all revenues, including membership dues, publications, advertising, special events, sponsors, ... everything.”
OLD APCAC DUES FORMULA (Note: formula used between April 1993 and Mar 2005)
APCAC Dues = $C + $(X + Y% of K) N
C = $200; Minimum levy per country
X = $ 3.50
Y = 1.5%
K = Total dues income per voting member up to a cap of $700
If T ( Total dues income ) equals more than $700, use K = $700 _
N ( No. of voting members)
N = Number of voting members
Dues for associate members are US$500.00 per year.
APCAC BANK ACCOUNT
Surplus funds from the previous FY and membership dues received for the present FY are generally kept in two bank accounts - a U.S. Dollar Account and a local Currency Account. All U.S. Dollar and freely convertible currencies are deposited in a Dollar Account maintained in Hong Kong. The local Currency account may be replenished , as needed, by transferring funds from the Dollar Accounts.
RULES OF OPERATION - APCAC U.S. DOLLAR ACCOUNT - HONG KONG
1. U.S. Dollar Savings Account No. HK 600 609614 and Hong Kong Dollar Checking Account are held at the Hong Kong and Shanghai Banking Corporation Ltd.
2. Signatories shall consist of the Administrative Director, APCAC Chairman, the AmCham Executive Director of the Secretariat’s host country, and the two APCAC Vice Chairs for Administration and Finance.
3. The signatures of any two of the above signatories are required for withdrawals of more than USD1,200.00 from the account.
4. All withdrawals require the prior approval of the APCAC Chairman. Note that payments are to be made in the draft form (refer Foreign Currency Account Agreement).
5. The APCAC Chairman will maintain an additional APCAC account funded from the main account for incidentals.
6. Monthly financial reports will be maintained.
7. The following records will be maintained.
- a) Ledger
- b) General Correspondence File
- c) Bank Statement File
- d) Monthly Report File
- e) Cheque Deposit Record
- f) Receipt Book
LOCAL CURRENCY ACCOUNT.
The number of signatories for the local Currency Account varies, depending on circumstances. The local currency Account requires two signatories for an amount above USD1,200 (HKD10,000) from any of the following individuals: The APCAC Chairman, the Chairman’s Administrative Director, the Executive Director or the President of the local AmCham, and the two APCAC Vice Chairs for Administrative and Finance.
RULES AND PROCEDURES (Appendix G)
PARLIAMENTRY AUTHORITY: The meeting will be conducted under “Robert’s Rules of Order”. Any dispute concerning the rules or procedures shall be decided by a Parliamentarian, appointed by the Chairman if necessary.
VOTING. APCAC members in good standing who are entitled to vote are: Australia, Hong Kong, Indonesia, Japan , Korea, Malaysia, New Zealand, Okinawa, Pakistan, Philippines , Republic of China (Taiwan), Singapore and Thailand. On any decision or resolution erequiring a vote, the vote will be cast by the President or authorized representative of each member AmCham. Each president, if absent, should advise the Chairman in writing prior to the commencement of the plenary sessions as to who will be the authorized representative.
Voting will be indicated by raising the flag of the delegation.
RESOLUTION. All resolution previously approved by plenary sessions at past council meetings shall be considered as reaffirmed unless there are objections at this meeting. Therefore, if any AmCham wishes to add, modify, or delete any resolution at this meeting, it must prepare and distribute a substitute resolution at this meeting.
It is the responsibility of the delegation offering a resolution or a paper to see that the Executive Director, who is acting as Secretary for that session, receives a copy of that resolution or paper. The name of each Secretary who will take minutes of the session will be announced at the beginning of each session. Any other questions should be referred to the Executive Director of the host AmCham.
AGENDA CHANGES: Changes in the agenda will be announced at the start of each plenary session.
GUESTS: Guest and observers are welcome to participate in the plenary or session discussions. To be recognized by the Chairman, the guest should move to the members table and wave the flag of the nearest AmCham member.
PRESS: All APCAC plenary sessions are closed to the press. NO comments should be made to the press except through the Press Relation Committee. Interviews with the press will be confined to the final briefing.
COFFEE BREAK. There will be no break in the plenary sessions for coffee.