Name and Objectives
	Membership
	Officers of the Association
	Finance
	Miscellaneous Provisions
	Amendment and Effectivity
	By Laws

APA CONSTITUTION

ARTICLE I – NAME AND OBJECTIVES

Section 1 :   NAME

This regional association shall be known as the ASEAN PORTS ASSOCIATION or in brief APA hereinafter referred to as Association.

Section 2  :   AIMS AND OBJECTIVES

The main aims and objectives of the Association shall be as follows:

a)      to provide the ASEAN ports with a vehicle for regional cooperation         in port development, operations and management; and

b)     to promote and protect the interests of member ports.

The specific objectives of the Association shall be as follows:  

a)    to promote and to assist in the development and implementation of efficient methods on the following:

i)     cargo handling system;

ii)    port procedures and documentation;

iii)   administration of port personnel, including those of             private agencies, involved in the business of the ports;

iv)    port statistics;

v)     port information systems; and

vi)    port planning and development

b)    to promote the exchange of data and information on shipping and  cargo traffic within the port area;

c)    to upgrade the skills and knowledge of port personnel through the exchange of personnel for on-the job- training, holding of seminars/workshops on port planning; operations and management;

d)    to promote cooperation in the coordination of port operations and management on an ASEAN basis;

e)    to develop and maintain close relationships with other ASEAN organizations especially those of ASEAN shippers, shipowners and inland transport agencies;

f)      to develop and maintain close relationships with other regional or national ports associations or international port related associations; and

g)    to undertake other activities as are incidental or conducive to the attainment of the above objectives.

Section 3 :  SCOPE OF ACT IVITIES

The Association shall cover the following activities:

a)   to formulate and to continuously update and implement a cooperative programme for the improvement of port operations and management efficiencies;

b)   to continuously exchange information and undertake innovations on:

i)   cargo handling system;

ii)   port procedure and documentation;

iii)  port  statistics collection and analysis;

iv)   training of port personnel on various aspects of port management;

v)    port planning and development; and

vi)   other port-related matters

c)             to promote sports activities among Members of the Association

Section 4 :  ANNUAL MEETING

For the implementation of the aims and objectives stipulated under Article 1, Section 2, the Association shall convene Annual Meetings, which shall be attended by the delegates from the Member countries.  The Meetings shall be held at such time and place as may be determined by the Members.

ARTICLE II – MEMBERSHIP

Section 1 :  COMPOSITION

The membership of the Association shall consist of the following:

-  national port authorities and/or country ports with the government  retaining majority interest shall collectively be considered regular members.

 -  Corporatized or privatized ports shall be considered as associate members.

Provided, however, that the regular and associate members in respective ASEAN countries shall collectively be recognized as a Member.

Section 2 :  DUTIES OF MEMBERS

The members shall have the following duties:

a)  to determine programmes of work and priorities, annual  budgets and other affairs of the association, and to  elect the Chairman and Vice-Chairman for a term of two years; and

b)  to attend special meetings to discuss matters on proposals, recommendations or reports of the Working Committee or Technical Committees.

Section 3 :  RIGHTS OF MEMBERS

Members shall have the right:

a)    to receive copies of the Annual Report and informative materials distributed to all Members by the Association; and

b)   to attend and to participate in the meetings of the Association.

ARTICLE III – OFFICERS OF THE ASSOCIATION

Section 1 :  ELECTION

 The executive officers of the Association shall be a Chairman, a Vice-Chairman and a Secretary – General to be appointed by the Chairman.  The Chairman and the Vice-Chairman shall be elected from among the Members for a term of two years.  Such election shall be done by consensus at the Annual Meeting.

Section 2 :  DUTIES OF CHAIRMAN AND VICE-CHAIRMAN

 The duties of the Chairman shall be:

 a)     to preside over meetings of the Association;

 b)     to ensure the implementation of the programmes of work and priorities as decided by the Association;

 c)     to establish and appoint the members of the Working Committee and Technical Committees on approval of the Members;

 d)     to establish a Secretariat and appoint its personnel.

 The Vice-Chairman shall assist the Chairman and in the absence of the Chairman carry out  his functions and other functions as assigned by the Chairman.

Section 3 :  DUTIES OF THE SECRETARY – GENERAL

 a)            The Secretary – General shall be responsible for the coordination and administration of the activities of the Association.

 b)            The specific duties of the Secretary – General shall be:

 i)      to procure and to distribute documents and information;

 ii)     to publish the journal of the Association;

 iii)    to draw up and to submit the annual budgets;

 iv)     to supervise the activities of the Permanent Secretariat; and

 v)      to perform such other functions as may be assigned by the Association.

 c)            The Secretary - General shall keep the minutes of all meetings of the members in a book kept for that purpose.  He shall keep the seal of the Association and, when authorized by the Chairman, to affix such seal to any paper or instrument requiring the same.

 d)            He shall have the charge of the funds, receipts and disbursements of the Association.  He shall deposit all moneys of the Association in such bank or banks of the country where the Permanent Secretariat is located.  He shall render to the Members, whenever required, an account of the financial condition of the Association and of all transactions made by him as Secretary – General.  He shall keep correct books of accounts of all transactions of the Association.  All checks paid out or  endorsed by the Association shall be signed by the Secretary – General, countersigned by the Chairman.

Section 4 :  DUTIES OF THE WORKING COMMITTEE

The duties of the Working Committee shall be:

a)     to carry out any task assigned by the Association; and

b)     to hold technical discussions on substantive matters and to submit the results to the next  Annual Meeting directly following the Working Committee Meeting.

Section 5 :  DUTIES OF TECHNICAL COMMITTEES

A  Technical Committee can be established and appointed by the Chairman on the approval of the Members for the purpose of performing special tasks.

ARTICLE IV – FINANCE

Section 1 :  SOURCE OF FUND

The Fund of the Association shall be derived from the contributions of the Members of the Association or other sources authorized by the Association and any deficit shall be equally shared among the members of the Association.

Section 2 :  USE OF FUND

Funds shall be used in accordance with the approved budget.

Section 3 :  CUSTODY OF FUND

The fund of the Association shall be deposited in the name of the Association in a bank of the country where the Permanent Secretariat is located.

Section 4 :  AUDIT OF FUND

The accounts of the Association shall be kept in accordance with the practices of the country where the Permanent Secretariat is located.  Such accounts shall be audited by an honorary auditor to be appointed by the Association during its Annual meeting.

ARTICLE V – MISCELLANEOUS PROVISIONS

Section 1 :  PROCEDURE

The Secretary General, in consultation with the Chairman and Vice-Chairman, shall provide the agenda for the meetings of the Association.  No meeting, however, shall be held without prior notice of at least 60 days unless the Members of the Association by consensus waive such requirement.  All decisions shall be taken by consensus of opinion.

On urgent matters, the Association may transact business or make decisions by circulation.

Section 2 :  SECRETARIAT

The Association decides on the location of the Head Office of the Secretariat.

ARTICLE VI – AMENDMENT AND EFFECTIVITY

Section 1 :  AMENDMENT

This Constitution may be amended in an Annual Meeting of the Association by consensus of all the Members provided that the notice and copies of the proposed amendments had been given to all Members of the Association at least 60 days before the date of the Meeting.

Section 2 :   EFFECTIVITY

This Constitution shall take effect one month after its adoption at the Annual Meeting.

ARTICLE VII – BY – LAWS

 All matters related to this Constitution shall be clarified and stipulated in the By – Laws which the Association may make, alter or rescind from time to time.

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THE APA BY-LAWS

ARTICLE I – MEMBERSHIP

Section 1

COMPOSITION

The membership of the Association shall consist of the following:

-   national port authorities and/or the country ports with the government retaining majority interest shall collectively be considered regular members.

-  corporatized or privatized ports shall be considered as associate members.

Provided, however, that the regular and associate members in the respective ASEAN countries shall collectively be recognized as a Member.

Section 2

Each Member shall have the privilege of attending the Annual Meetings or special Meetings of the Assocaition by nominating delegates.

Section 3

Each Member shall have the privilege of the floor in considering all matters that may be tabled before the Annual Meeting of the Association and shall have the right to exercise one vote, without regard to the number of delegates.

Section 4

Each member shall be entitled to receive a copy of the official minutes of each Annual Meeting and one copy of the official Association Journal or other publications.

Section 5

Each member shall be privileged to be elected as Chairman and Vice-Chairman for a term of two years.

ARTICLE II – OFFICIAL LANGUAGE

Section 6

The Official Language of the Association shall be English.

ARTILCE III – OFFICERS OF THE ASSOCIATION

Section 7

The executive officers of the Association shall be the Chairman, the Vice-Chairman and the Secretary General.

These officers must be employees of a member at all times.  In the event of a vacancy, such vacancy shall as soon as practicable be filled for the unexpired term by a nominee of the Member.

Section 8

The officers of the Association, subject to the approval of the Association, shall have the powers to:

a)     fix the membership dues;

b)     fix registration fee for each individual attending a meeting of the Association;

c)     determine the agenda for Annual Meeting;

d)     prepare and propose to the Association at Annual Meetings amendments to the Constitution or the By-Laws;

e)     prepare and propose the budget and statement of accounts to the Association at or before each Annual Meeting and authorize approval of the payment of bills; and

f)       promulgate rules and regulations for the execution and enforcement of the Provisions of the Constitution and By-Laws of the Association.

Section 9

The Chairman shall be the Chief Executive of the Association and shall preside at all Meetings.

The Vice-Chairman of the Association shall during the absence of the Chairman exercise the powers and duties of the Chairman.

Section 10

The Chairman and Vice-Chairman shall be elected for two years by the Members on or before the closing day of an Annual Meeting and shall serve until their successors have been elected and have taken office.

Section 11

The Secretary - General shall:

a)    be the secretary at all Annual Meetings;

b)    have official custody and care of the minutes, books, records, documents and correspondence of the Association;

c)    have charge of the collection and receipt of membership dues, contribution and fees, and receive, care for, and disburse funds of the  Association;

d)    approve the payment of bills in accordance with the budget, prepare statements of accounts and have these audited for presentation at Annual Meetings;

e)    make recommendations from time to time with respect to financial affairs, Annual Meeting agenda, propose Working committee or Technical Committee assignments and similar matters; and

f)      work closely with the member hosting the Annual Meeting.

ARTICLE IV -  FINANCE

Section 12

The fiscal period of the Association shall be from January 1 to December 31 of each year.  A budget shall be prepared for every fiscal period to be adopted during the Annual meeting.

Any surplus funds may be allocated to minor adjustments to the adopted budget by the authorization of the Chairman in consultation with the Secretary - General

Section 13

Funds of the Association shall be derived from the following sources:

a)     membership dues

b)     contributions and donations; and

c)     income derived from the undertakings of the Association.

Section 14

Membership dues for regular and associate members shall be decided at the Annual Meeting.

Section 15

The funds of the Association shall be deposited in the name of the Association in a bank of the Country where the Permanent Secretariat is located and all disbursements shall be made in accordance with the approved budget or as may be authorized by the Chairman and Secretary – General.

Section 16

Following the close of every fiscal period, the books and accounts of the Association shall be audited by the honorary auditor appointed by the Association and the audited report shall be submitted to the Annual Meeting.

Section 17

Annual membership dues shall be payable before February 1 of each year.  Dues shall be remitted to the Permanent Secretariat and the cost of remittance shall be paid by the Member.

ARTICLE V – ANNUAL MEETING

Section 18

An Annual meeting of the Association shall be held at such time and place as determined by the members.

Members and their delegates shall bear all incidental expenses for attendance at the Annual Meeting.

Section 19

Members shall have the privilege of submitting subjects for inclusion in the agenda of the Annual meeting.  Such submissions shall be in writing to the Permanent Secretariat not less than 2 months prior to the Annual Meeting.  All such proposals shall be included in the provisional agenda to be formulated by the Permanent Secretariat and circularized to the members for acceptance.  Technical and Country papers for presentation at the Annual Meeting shall be sent to all participants by the Permanent Secretariat provided they are received 60 days before the Meeting.

Section 20

All Annual Meetings shall be held in plenary and shall serve as the supreme policy-making body of the Association.

“Plenary” is hereby defined to mean a general session of the Association where all members are present.

Section 21

A report of each Annual Meeting shall be prepared and adopted on the closing day of the meeting.  The complete proceedings of the Annual Meeting made and prepared shall be distributed subsequently by the Secretary – General.

ARTICLE VI – WORKING COMMITTEE AND TECHNICAL COMMITTEES

Section 22

The Chairman and Vice-Chairman of the Working Committee shall be elected by their members for a two-year term.

The members of the Working Committee shall be appointed by the Chairman of the Association based on the nominations of the respective members.

Section 23

The members of the Technical Committees shall be appointed by the Chairman of the Association based on the nominations of the respective Members.  The members of such Committees shall elect their respective Chairman and Vice-Chairman for the period until the completion of the assigned tasks.

Section 24

The Working Committee and each Technical Committees shall render a report of its studies and other activities together with its suggestions and recommendations, proposed resolutions or bills, or subjects to the Annual Meeting.  The Annual Meeting may direct the Working Committee and Technical Committee to render interim reports to the Permanent Secretariat for dissemination to and consideration by the Members.

ARTICLE VII – VOTING BY CORRESPONDENCE

Section 25

For the purpose of transacting business, the members of the Association, Working Committee or Technical Committees may act and vote by correspondence.

ARTICLE VIII – AMENDMENTS TO BY - LAWS

Section 26

The By-Laws of this Association may be amended with the consensus of all Members.

ARTICLE IX – NOTICE OF MEETING

Notices for any formal meeting or vote shall be given by the Secretary – General to each member of the Association to the Working Committee and  Technical Committees not less than 60 days prior to meeting or voting by correspondence.

A notice of the meeting shall:

 a)     state the venue and date for said meeting; and

 b)     contain an agenda for such meeting

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