Asia-Pacific Evaluation Association : By-Laws
$11. Purposes and Objects of the By-Laws
1.1 These By-Laws are an integral part of the Constitution of the Asia-Pacific Evaluation Association (hereinafter referred to as the Association). The By-Laws represent the rules adopted by the Association to regulate its own affairs and the conduct of its members, and to ensure the efficient and effective management of the Association and provide for procedural consistency.
$12. Under Section 1 of the Constitution - General, Article 3
2.1 The aims of the Association are stated in Article 3, Section 3.1 of the Constitution. To achieve these aims, the Association, through its General Assembly ( GA ) and the Board of Directors ( BoD ), shall have the following powers:
i) To elect or appoint the officers of the Association as provided for in the Constitution;
ii) To assign such duties and delegate such powers to the Board of Directors, and to other officers, as it may deem appropriate;
iii) To appoint such committees, as it may deem advisable, and prescribe the membership, duties, and powers of any such committee, as well as to dissolve them;
iv) To enlist the services of any member of the Association to assist in the execution of any of its duties;
v) To fix the salaries, tenure, and other terms or conditions of employment of any employees of the Association, if and when such need arises;
vi) To approve the payment to members of any out-of-pocket expenses incurred in connection with an approved activity of the Association;
vii) To determine and collect Annual Subscriptions and other fees;
viii) To solicit, acquire, and receive monies or property from public, private or other sources, given or bequeathed to it, and to devote such monies or property, solely towards achieving the aims of the Association.
$13. Under Section 2 of the Constitution – Membership; Articles 4 & 5
$1a. Application for Membership:
3.1 All applications for membership shall be made in the prescribed Application Form and submitted, together with the Entrance Fee, to the Secretary of the Board of Directors ( BoD ).
3.2 The following criteria shall apply for APEA membership: i) must be a society, network or grouping ii) be a society whose activities mirror and are in consonance with the aims of the Association;) for networks or groupings, must have some form of regulatory/governing framework (such as being bound by its own charter, constitution, by-laws); iv) must have a governing body, like a management board or committee; v) must have clear terms of reference or rules and regulations for regulating itself; vi) must be directly involved with evaluation and related activities ( to be a General Member ) or linked with evaluation for the other categories of members; and vii) where it is an association of associations, its individual association members may join APEA but not the umbrella or mother body or if the mother body joins APEA, then its individual association members cannot also join APEA individually.
3.3 The Board shall be responsible for reviewing, from time to time, the criteria and guidelines for approving the applications for membership of the Association. The Board shall assess each application for membership within the framework of the set of criteria and guidelines that it would have established. Each application for membership shall be considered within a period of four weeks by the Board. Should an application be rejected, the Board Secretary shall refund to the applicant the Entrance Fee paid by that applicant.
3.4 Each successful applicant for membership, shall pay the Annual Subscription fee payable in full within six ( 6 ) weeks of the date of the notification letter from the Secretary of the Board
3.5 The Board Secretary shall maintain, and keep updated, a Membership Register.The verified, updated list of all members shall be circulated to each member at the latest by 15th December each calendar year.
$1b. Entrance Fees and Annual Subscriptions:
3.6 A three-tier fee structure, differentiating the origins of members based on UN-ESCAP definition ( ie from developed countries, from developing countries, and corporates ) shall be applicable. An initial joining or Entrance Fee shall be payable by all categories of members. Honorary Members shall be exempt from paying any fees.
3.7 The Entrance and Annual Subscription Fees for the various categories of Membership, stipulated in US Dollars, are as follows :
Annual Subscriptions Fee:
3.8 The membership and financial year of the Association shall be from January 1st. to December 31st. Annual subscriptions shall be payable in advance, on or before the first day of the Association’s financial year. All membership shall be automatically renewed at the end of every membership year subject to the payment of the membership dues within the stipulated time.
3.9 Any Member who is in arrears for a period of four consecutive months shall, at the discretion of the Board ,be struck off the Membership Register , and shall forthwith cease to be a member. A Member who has been struck off the Membership Register may re-apply for membership but such application shall be treated as a new application, subject to all the conditions applicable to a new application.
$1c. Resignation, Suspension, and Termination of Membership :
A member may resign from the Association by giving notice in writing to the Board Secretary of such an intention. For national and sub-regional organizations and corporate members, such notice shall be signed by the head of the Member organization or a duly authorized person. All fees already paid shall not be refundable upon resignation.
Membership may also be terminated if the member has acted in serious breach of the objectives of the Association and/or for any other reasons deemed as such by the Board. The Board, in considering termination action, shall adopt a due process which shall include : i) a notice of special resolution including a brief statement of the reasons for the proposed expulsion being given to the concerned Member; and , ii) the concerned Member being given the opportunity to be heard by the Board before the special resolution for expulsion is formally considered and passed by the Board. The decision to terminate a membership on any ground shall require the approval of at least two-thirds of the full composition of the Board.
A member whose membership has been terminated shall continue to be liable for all liabilities and obligations to Association, undertaken or incurred during its membership.
$14. Under Section 3 of the Constitution – Organization and Governance, Articles 6,7 and 9
$1a. The General Assembly ( GA ):
4.1 The General Assembly (GA), which is the supreme decision- making body of the Association, shall meet once every two years. The date, time and venue for these regular meetings of the GA and also for any extraordinary meetings shall be determined by the Board.
4.2 The regular meetings of the GA shall be held for, but not limited to, the following business:
i) To set the major policies and operational priorities of the Association,
ii) To approve the two-year Work Program and Budget of the Association,
iii) To determine delegation of responsibilities and authorities to the Board or amendments thereto,
iv) To affirm new appointments to the Board including that of the Auditor/s for the Association ,
v) To consider the latest Annual Report and the audited Financial Statements for the Association. The Association’s Annual Report and Financial Statements shall be circulated annually to all Members. A consolidated bi-annual Financial Statement and Report on the Association Activities shall be submitted to the GA once every two years,
vi) To deliberate on any other matter(s) duly submitted, before the GA meeting, by the Board or any General Member.
$14.3 The notice of the regular or extraordinary GA meeting, together with an agenda, and the Discussion Papers shall be sent to every General Member at least 14 days prior to the date fixed for the GA meeting.
4.4 The quorum for any of the regular or extraordinary meetings of the GA shall be not less than half of the total voting memberships or twice the number of the Board, whichever is the lesser. The meetings of the GA shall be presided by the President or, in his/her absence, by a Vice President nominated by the President. The Associate, Corporate and Honorary members or their named representatives may attend the GA meetings as observers, but, will have no voting rights.
$1b. The Board of Directors ( BoD ):
4.5 The management of the operations of the Association shall be entrusted by the GA to a Board of Directors ( BoD ) which shall comprise the following:
ii) Two Vice Presidents , and
iii) Up to twelve (12) members, with one elected to serve as Board Secretary and one as Treasurer.
4.6 Only the General Members shall be eligible for election to the Board. The election to serve as a member of the Board shall be strictly on an open and merit-based system with the General Members electing the Board members ( from nominations from the General Members) on the basis of functionality and as to who can make the most effective and value-added contributions to the Association. A Board member shall serve for a term of two years. A Board member will be eligible to be re-elected for a further term of two years only. Upon the completion of the term of two years, should a successor Board member not be elected, then the current member may continue until the next scheduled meeting of the GA.
4.7 The election of the President and the two Vice-Presidents shall be by the General Assembly. In regard to the election of the members of the Board, the General Members shall submit their nominations for the respective sub-regions in accordance with the provisions as stipulated in Section 3, Article 7, Clause 7.1 of the Constitution of the Association. Should the total number of nominations by any sub-region exceed the provisions stipulated in Article 7, Clause 7.1 of the Constitution, then the General Assembly shall decide on the representations for that sub-region on the Board.
4.8 The Board of the Association shall be empowered to nominate up to three (3) members of the Board, within the parameters of Article 7, Clause 7.1 of the Constitution , with the view to ensuring merit based selection.
4.9 If a Board member resigns his/her office or in the event of death, incapacity, suspension, or dismissal, then the Board must invite nominations from the concerned Board member’s sub-region and, through unanimous decision, appoint a replacement member to serve for the remaining period. Should a Board member cease to be a member of his/her national or sub-regional association, then he/she shall also cease to be a member of the BoD of the Association. The parent association of that member shall nominate successor to serve as a Board member of APEA for the balance of the term.
4.10 A Board member shall not be remunerated for serving in this capacity in the Association, but he/she will be reimbursed for all expenses necessarily and reasonably incurred by him/her while expressly attending to the affairs of the Association.
4.11 The BoD shall meet at least two times per year. Additional meetings of the Board may be convened provided these are upon the written request of a simple majority of all BoD members. At least 30 days prior notice shall be given, by the Board Secretary, for the BoD meetings, and the agenda and the Discussion Papers for each of such meetings shall be circulated to all BoD members at least 14 days in advance of the date of the scheduled BoD meeting. Board meetings may also be conducted on a virtual basis where necessary..
4.12 The quorum for the Board meetings shall constitute at least 50 percent of the composition of the BoD. No business shall be transacted by the Board unless a quorum is present and, if within half an hour of the time appointed for the meeting, a quorum is not present, then the said meeting shall stand adjourned to a place and time to be decided by the Board If at the adjourned meeting, a quorum is still not present within half an hour of the appointed time for the meeting, that meeting shall be dissolved.The President shall preside at the meetings of the BoD. In the absence of the President, one of the Vice Presidents shall be nominated, by the President, to chair the meeting.
4.13 The Board may appoint Committees or Sub-Committees, as it may consider necessary, to promote, facilitate, and pursue the aims of the Association. Each of these Committees shall be chaired by a member of the Board, and shall have powers to co-opt non-members of the Association provided the majority of the members of any such Committee or Sub-Committee, are members of the Association.
4.14 Issues arising at a meeting of the Board, or of any Committees or Sub-Committees of the Board, shall be determined by a simple majority of the votes of those attending these meetings. Each member present at a meeting of the BoD or any of its Committees or Sub-Committees, shall be entitled to one equal vote but, in the event of an equality of votes on anything done or suffered, or purporting to have been done or suffered, by the Board or by a Committee appointed by the Board, such vote shall be valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Board or its various Committees.
4.15 In regard to its collective duties and responsibilities, the Board shall exercise all such powers and do all such things as may be exercised or done by the Association save such as are by the Constitution the time being in force required to be exercised or done by the Association through its GA. Without prejudice to the generality of the above provision, the Board shall :
i) carry out or assist in the carrying out of research into the theories, methodology and practice of evaluation and evaluation capacity development, and to disseminate the useful results of such research;
ii) advise, assist, and where necessary, engage with national governments in the formation of national organizations to promote and facilitate evaluation activities.
iii) to establish and maintain an electronic databank, a website, and/or other appropriate social media for all approved purposes and activities of the Association.
iv) to organize singularly, or jointly with other stakeholders, meetings, lectures, conferences, broadcasts as well as courses of instruction and learning;
v) to award annual prizes for outstanding contributions to the advancement of theories, methodology, and best practices of evaluation and related capacity development;
vi) to provide or procure the provision of expert advice and guidance;
vii) to raise funds for the Association by various means;
viii) to retain, acquire, obtain or protect ownership or any other rights, whether belonging to the Association or others, in the results of any research or any activity undertaken in pursuing the aims of the Association;
ix) to operate bank accounts in the name of the Association and to draw, make, accept, endorse, discount, execute and issue cheques and other instruments; and
x) to do all such other things as shall further the attainment of the aims of the Association.
$1c. Duties and Responsibilities :
4.16 The President of the Association, who shall also be the Chair of the Board, shall :
i) preside over and chair all the meetings of the GA and the BoD
ii) serve as the chief executive officer of the Association and supervise and provide leadership to all Board members, including the Secretariat, in the execution of their duties; and
iii) ensure that effective actions are taken on all policy decisions and the priorities set by the GA of the Association.
4.17 Each of the two Vice Presidents shall perform designated roles and responsibilities ie oneOne of the Vice Presidents shall exercise the powers and duties of the President during the President’s absence. In the case of severe incapacity, disability, resignation or death of the in overseeing the operational and program activities of the Association, while the other providing stewardship over the management of APEA`s financial and reporting activities. One of the Vice Presidents shall exercise the powers and duties of the President during the absence of the President. In the case of severe incapacity, disability, resignation or death of the incumbent President, the remaining members of the BoD shall elect an interim President from among their ranks. The GA shall be responsible for appointing the replacement President at its next scheduled regular meeting.
4.18 The Secretary shall record, minute, and initiate appropriate follow up actions on the decisions taken at meetings of the GA and the Board. He/she shall be responsible for ensuring the timely preparation and submission of the Association’s reports as required by statute and legally in the host country of its incorporation. In particular, the Secretary shall be responsible for the following:
i) ensure, within six weeks of a vacancy arising in the BoD, that elections are announced in accordance with the provisions of the Association’s Constitution and By-Laws and that key election documents are filed as stipulated;
ii) assist the Vice Presidents and the General Members to conduct Board elections in each sub-region;
iii) schedule and coordinate the organizing of the GA meetings of the Association;
iv) schedule, in close coordination with the President of the Association, and play the lead role in organizing, the BoD meetings and any other meetings as deemed necessary by the Board and/or the President;
v) ensure the timely preparation of all the documents required for the meetings of the GA and the BoD;.
vi) assist the President in tracking and reporting on follow up actions on the decisions taken by the GA and the BoD;
vii) undertake, with the support of the Secretariat, the official correspondence of the Association;
viii) ensure that the Association complies with all statutory reporting requirements as an incorporated society in the host country;
ix) in coordination with the President and the Head of the Secretariat of the Association, ensure the preparation, submission, and distribution of the Association’s Annual Reports and audited Accounts;
x) maintain and regularly update the Membership Register of the Association.
4.19 Each Board Member, duly elected, shall be expected to fulfill the following duties and responsibilities:
i) attend all BoD meetings as well as other meetings as prescribed by the Board;
ii) respond to Board communications on issues such as the minutes and matters arising;
iii) participate in the relevant sub-committees of the Board;
iv) serve the Association on a voluntary basis ie receive no financial remuneration for work undertaken as a Board member, other than reasonable refunds for actual costs incurred for dedicating time and effort attending to Association matters;
v) comply with all applicable laws and regulations of the Association;
vi) respect the confidentiality of all information received by the Association in verbal, digital, or written form;
vii) use every opportunity to promote the Association and to recruit new members;
viii) check emails and the Association web site on a regular basis in order to respond quickly to requests for inputs on matters of policy; and
ix) remain accountable to the membership of the Association.
$1d. Nomination and Election Process :
4.20 Each sub-region ie Central Asia, Northeast Asia, Oceania, South Asia , Southeast Asia, and West Asia, shall, respectively, be responsible for selecting their nominees to the BoD.
4.21 At least three months prior to the meeting of the GA, the Board Secretary will notify of all imminent Board vacancies. It shall be the responsibility of the Board Secretary, to coordinate with the sub-regional Associations on the nominations for election. To facilitate this, the Board Secretary shall ensure that advance notice is issued to all members in the respective sub-region in regard to the imminent Board vacancy. Only a member in good standing (with all dues fully paid at the time of the vacancy announcement ) may nominate a candidate. Self nomination shall be prohibited. Each nomination will need to be seconded by a member from the respective sub-region.
4.22 The written nominations and all supporting documentation ( ie a bio sketch, photo, and a statement of intent detailing the nominee’s reasons for and interest in serving on the Association Board ) shall be submitted to the Board Secretary no later than six(6) weeks after the date of notice of the vacancy.
4.23 Should the number of candidates exceed the number of vacancies, then the General Assembly shall make the selection. Institutional and sub-regional organization members may nominate a representative to vote on its behalf.
$1e. Financial Matters :
4.24 Except as otherwise provided in these By-laws, the BoD may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association and such authority may be general or confined to specific business. No debts shall be contracted against the Association except by order of the Board or persons specifically authorized, in writing, by the Board.
4.25 All checks, drafts or other orders for the payment of money and all notes, bonds or other evidence of indebtedness issued in the name of the Association shall be jointly signed by at least two of the following: President, the Vice Presidents, and the Secretary.
4.26 All funds of the Association shall be deposited from time to time to the credit of the Association in such bank or banks as the BoD may select.
4.27 The Board shall cause to be established and maintained, in accordance with generally accepted principles of accounting, an appropriate accounting system including reports. The fiscal year of the Association shall be the calendar year ie January 1st. to December, 31st.
4.28 Upon the recommendation of the Board, the GA of the Association shall appoint an independent external Auditor whose duties shall be to audit and certify the Association’s accounts every year. The Auditor’s Report shall be circulated to the members of the Association every year.
4.29 No member shall be liable or responsible for any debts or liabilities of the Association. The private property of the members shall be exempt from execution or liability for any debt of the Association.