APC By-Laws

ASIAN PACIFIC CHAPTER
OF THE
WORLD AQUACULTURE SOCIETY

BYLAWS
of the ASIAN PACIFIC CHAPTER of the
WORLD AQUACULTURE SOCIETY

BYLAW 1. NAME AND PURPOSE
Section 1. The name of the organization shall be the ASIAN PACIFIC Chapter of the World Aquaculture Society (WAS), herein referred to as the “CHAPTER”.

Section 2. The mission of the CHAPTER shall be to provide a regional forum for the exchange of timely information within the Asian Pacific aquaculture community through workshops, meetings, educational programs, and publications.

BYLAW 2. MEMBERSHIP AND DUES
Section 1. Members of the CHAPTER are required to be members in good standing of the World Aquaculture Society. Any individual or institution that qualifies for membership under these Bylaws may become a member in good standing of the CHAPTER by having a genuine interest in the purpose of the CHAPTER, by paying the appropriate dues, and by adhering to the rules and regulations laid down in the various sections and subsections of these Bylaws. Libraries are not eligible for membership.

Section 2. There shall be five classes of membership in the CHAPTER: (a) Individual;
(b) Student; (c) Corporate; (d) Sustaining, (e) Electronic.
(a) Individual membership shall be available to all persons. Individual members shall be eligible to all rights, benefits and privileges of full membership in the CHAPTER.
(b) Student membership shall be available to any individual registered as a student at any educational institution recognized as such by the Board of Directors. Student members shall be eligible to all rights, benefits and privileges of full membership in the CHAPTER.
(c) Corporate membership shall be available to any company, corporation, institution, agency, or organization. Membership shall be listed in the name of the organization and one individual should be designated to receive all rights, benefits and privileges of membership.
(d) Sustaining membership shall be available to any individual, company, corporation, institution, agency, or organization. Sustaining membership provides additional financial support to the CHAPTER. One person should be designated by the company, corporation, institution, agency of organization to receive all of the benefits that are provided for an Individual Member. If no individual is designated, then ballots will not be sent, but all publications and correspondence will be sent to the Sustaining Member.
(e) E-membership shall be available to any individual who has not been an individual or student member of the WAS during the preceding five years. E-members shall have the rights of individual membership as defined in the WAS statement of benefits of e-members. E-members are not eligible for discounted registration fees to attend APC-WAS conferences or to vote in APC-WAS elections or hold the position of an officer or director in APC-WAS. .

Section 3. Dues shall be paid annually by or for all members. The amount of dues to be paid by each class of membership shall be decided by the Board of Directors.

BYLAW 3. MEETINGS, VOTING, ELECTIONS
Section 1. The annual meeting of the membership shall be held at the time and place set by the Board of Directors of the CHAPTER. The Secretary / Treasurer shall serve written notice thereof, not less than sixty (60) days previous to such meeting.

Section 2. The Board of Directors should meet in person or through communication technologies at least twice each year to conduct CHAPTER business. One meeting shall be in conjunction with the annual meeting of the CHAPTER, and the other (the mid-year meeting) should be called by the President for some convenient time between consecutive annual meetings.

Section 3. Any meeting of the CHAPTER will be held in conjunction with scheduled meetings of the WAS when such meetings are held within the Asian Pacific region. This does not exclude sponsoring and organizing symposiums or workshops either independently or with other aquaculture organizations in the Asian Pacific. These activities should be commensurate with the goals of the WAS and not conflict with WAS sponsored events.

Section 4. In all matters of business on which a class of membership is entitled to vote, all members in that class shall be eligible to cast one vote.
(a) Any Active Member who cannot attend a meeting may request the President, in writing, to register her or his vote on a previously published question. Such proxy votes must be assigned before the meeting at which the question is considered, and may not be used to establish a quorum.

Section 5. Voting for Officers and Directors of the CHAPTER shall be by mail. The election shall be conducted under the supervision of the chair of the Election Committee, the immediate past President, and ballots should be mailed to all voting members at least three (3) months prior to the next Annual General Meeting. No returned ballots shall be accepted later than one (1) month prior to the date of the next Annual General Meeting.
(a) If a valid election of officers occurs but the annual meeting is cancelled or postponed more than one month, new officers will be installed without formal ceremony at the originally scheduled time of the meeting. Should an annual meeting be postponed one month or less, the transition of officers will occur at that meeting, as usual.
(b) If an election of new officers cannot be completed before that year’s annual meeting, the installation and transition of officers shall occur without formal ceremony as soon after the meeting as election results are validated. Current officers and appointed committee members retain their positions and responsibilities until that time.

Section 6. Other business matters may be voted on at the Annual Meeting or
by mail ballot from the Board of Directors.

BYLAW 4. OFFICERS OF THE CHAPTER
Section 1. The officers of the CHAPTER shall be: (a) President; (b) President-Elect; and (c) Secretary/Treasurer.

Section 2. The President and President-Elect shall serve for one term, extending from one annual meeting to another annual meeting two years later, or two calendar years if the annual meeting dates significantly exceed two years (and this is requested by the sitting President). The final decision on the length of service should be discussed and agreed by a simple majority vote of the WAS APC EXCOM. The Secretary/Treasurer shall serve one term, extending from one annual meeting to another annual meeting two years later. The President-Elect shall, upon completion of his / her term, accede to the Presidency. The President-Elect will be installed as President at the end of annual meeting in the second year of involvement at the closing ceremony of the annual meeting, or at an event agreed upon in advance by the Board at the annual meeting.

Section 3. Individuals elected to the office of Secretary/Treasurer may be re-elected to serve two or more consecutive terms.

Section 4. Nominations for office shall be made by the Election Committee (Bylaw 9, section 1-a) All persons nominated by this committee shall be members in good standing, eligible to hold office in the CHAPTER, and reside within the Asian Pacific region for the term of their office.

Section 5. In the event that any officer other than the President-Elect resigns or otherwise leaves a position vacant, the Board of Directors shall, by majority vote of Directors present at a properly

constituted meeting at which business may be conducted, appoint a replacement to fill the remainder of the term. Any vacancy in the office of President-Elect must be filled through membership ballot.

BYLAW 5. DUTIES OF OFFICERS
Section 1. The President shall preside over all annual, special, and Board meetings, shall make such appointments as are authorized in the Bylaws, and shall exercise such other functions and responsibilities as may be determined from time to time by action of the CHAPTER or the Board of Directors of which he / she is chair. The President is authorized to, from time to time, appoint ad hoc committees from the membership of the CHAPTER to perform various duties as, in the discretion of the President, may seem appropriate. The President chairs the Executive Committee (EXCOM, see bylaw 8) and shall also serve as ex-officio member of all committees.

Section 2. The PRESIDENT-ELECT shall, at the end of his / her term, accede to the Presidency. During his / her term as President-Elect he / she shall perform the duties of the President in the absence of the President. The President-Elect serves as a member of the Executive Committee (EXCOM). The President-Elect shall serve as chair of the Honours and Awards Committee and shall appoint other committee members.

Section 3. (Clause deleted)

Section 4. The SECRETARY / TREASURER shall ensure that accurate and current membership and mailing lists are maintained for the CHAPTER by the World Aquaculture Society, that minutes of membership and Board meetings are recorded, that proper notification of scheduled meetings is given, and that the Bylaws of the CHAPTER are updated and distributed to the Board of Directors and notification of changes are given to the membership. The Secretary / Treasurer shall also ensure that documented accounts of all transactions are maintained, that accepted bookkeeping and accounting practices are followed and that the CHAPTER’s financial resources are managed according to procedures adopted by the Board of Directors. The Secretary / Treasurer shall, at the annual Board meeting, present a draft budget for the next fiscal year, and shall at the mid-year Board meeting submit a detailed financial report, audited in such a manner as shall be specified by the Board. The Secretary / Treasurer shall also serve as a member of the Rules and Regulations Committee.

BYLAW 6. FINANCIAL
Section 1. Motions that direct or require the expenditure of funds of the CHAPTER shall not be accepted from the floor at an annual meeting of the general membership. Such expenditures can only be authorized by the Board of Directors after evaluation by the Finance Committee.

Section 2. The signing officers of the CHAPTER are the President, the President-Elect, the 5 Secretary/Treasurer.

Section 3. No officer or Board member may receive any compensation for services rendered. Certain travel expenses may be defrayed when authorized by the President with the concurrence of the Secretary/Treasurer. Clerical and other operations funds may be paid by the Secretary/Treasurer when so authorized by the President.

Section 4. As chief financial officer, the Secretary/Treasurer, in consultation with the Finance Committee shall submit for Board approval a proposed budget for the ensuing year.

Section 5. If the World Aquaculture Society is responsible for any financial transaction or provides any administrative service for the CHAPTER that would create financial liability for the World Aquaculture Society, then the conduct of financial matters by the CHAPTER is subject to review and approval by the Board of Directors of the World Aquaculture Society as defined in the Policy Rules and Regulations of the World Aquaculture Society.

BYLAW 7. BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the elected Officers of the CHAPTER, four or more Directors who are elected from the membership, a student Director and the Immediate Past President.

Section 2. Two Directors shall be elected annually to the Board of Directors to serve a term that includes two consecutive annual business meetings.

Section 3. The student director shall be elected for a period of up to three years at the discretion of the Board.

Section 4. The Board of Directors shall be responsible for the management of the business affairs of the CHAPTER.

Section 5. Business may be conducted at any meeting of the Board of Directors at which the elected members present and eligible to vote constitute a quorum, which for these purposes is defined as 50% of the elected membership of the Board of Directors.

Section 6. In the event that a Director is not able to complete a term, the Board shall appoint a replacement to complete the unexpired term as that candidate for Director, not elected in the most recent election, that received the most votes.

Section 7. The Board of Directors may declare vacant the office of an officer or director:
a) If he / she is interdicted or adjudicated an incompetent;
b) If he / she is convicted of a felony;
c) If he / she becomes incapacitated by illness or other infirmity to perform his /her duties through the remainder of his / her term of office.
d) If he / she fails to participate in two consecutive duly constituted Board Meetings without adequate notice or explanation as determined by 3/4 majority vote of the Board of Directors.
e) If he / she ceases to have the qualifications required by the Bylaws.

Section 8. The Board of Directors may remove an officer or director for improprieties, either financial or through his / her personal actions, only by a 3/4 majority vote of the Board of Directors. This action can be undertaken only after legal counsel on the appropriateness and legal ramifications of said actions.

Section 9. The membership may remove an officer or director from office through a petition. If ten percent (10%) of the membership petition the Board for removal of the director, the Board shall review the petition and offer it, with recommendations, to the membership on the next mailed Ballot. An affirmative majority vote is required to remove the officer or director.

BYLAW 8. EXECUTIVE COMMITTEE
Section 1. The daily operations of the CHAPTER shall be administered by an Executive Committee (EXCOM) consisting of the President, the Immediate Past President, the President Elect and the Secretary / Treasurer. The President, as Chief Executive Officer of the CHAPTER, chairs the EXCOM. The Treasurer will be the fiscal agent officer of the EXCOM and will be involved in all decisions regarding financial matters.

Section 2. The EXCOM will ensure that the business of the CHAPTER is conducted within the limits of the annual budget as approved by the Board of Directors. The EXCOM will not approve expenditures beyond the total of the approved budget without approval of the Board of Directors. However, the EXCOM may adjust line items within the budget. Adjustments cannot exceed 10% (ten per cent) of the total budget without Board approval.

Section 4. All action by the EXCOM will require agreement of a majority of the (EXCOM) membership, with a quorum being 3 (three) of the 4 (four) members.

BYLAW 9. HOME OFFICE
Section 1. The President of the Chapter shall designate the location of the Home Office of the Chapter.

Section 2. The Home Office of the World Aquaculture Society may provide some administrative support, including maintenance of mailing lists and mailings, for the CHAPTER. All costs for handling CHAPTER business will be borne by the CHAPTER.

BYLAW 10. COMMITTEES
Section 1. All activities and recommendations of the Standing and Ad Hoc Committees are subject to approval of the Board of Directors. Except as noted below, the President shall appoint CHAPTER members in good standing to the following committees:
(a) Election Committee. The Election Committee shall consist of the immediate Past President as chairperson, the current President, and the President- Elect, and at least three other members to be appointed by the President. The Election Committee shall be responsible for all matters pertaining to the conduct of the annual election, including assembling a slate of nominees for the approval of the Board, compiling and distributing the ballot, and tabulating the votes cast by the membership.
(b) Finance Committee. The Finance Committee shall consist of the Secretary / Treasurer and three or more appointed members. Pursuant to Bylaw 5(4), the committee shall ensure a properly audited financial statement is prepared for the Board of Directors. It shall also be responsible for evaluating the financial aspects of proposed projects and activities of the CHAPTER.
(c) Conference Committee: The Conference Committee shall consist of a chair and at least two other Chapter members, who are appointed by the Board of Directors. The committee shall evaluate potential dates and locations for the next unscheduled meeting of the CHAPTER and make recommendations to the Board of Directors. Upon selection of the site, the Committee shall make all necessary arrangements for the conference including the solicitation for and compilation of the technical program. The Committee will work closely with the WAS Director of Conferences and Sales in the conference development, the printing of the conference program/abstract package and any other publications coming from the annual conference.
(d) Rules and Regulations Committee. The Rules and Regulations Committee shall consist of a chair, the Secretary / Treasurer and one or more additional members. It shall be the duty of this committee to study the Bylaws, Rules and Regulations of the CHAPTER and make recommendations for revisions.
(e) Honors and Awards Committee: This committee shall consist of a chair who shall be a member, the President-Elect, and two or more additional members appointed by the President-Elect. This committee shall establish criteria for awards, review award nominees, provide judging for competitive awards and make award recommendations to the Board.
(f) Publication Committee: The Publication Committee shall consist of a chair, who shall be a member, the Past-President, and four members of the CHAPTER. The committee shall be responsible for the content, production, fiscal management, the appointment of editors, the enforcement of publication policy, and the preparation of an annual publication budget.
(g) Student Activities Committee: The Student Activities Committee shall consist of a chairperson and two or more additional members, at least one being a student member. The committee shall encourage the active participation of students in the affairs of the CHAPTER and pursue appropriate activities.
(h) Long-Range Planning Committee: The Long-Range Planning Committee shall consist of a chair, who shall be a member of the Board, and three members in good standing in the CHAPTER to be appointed by the President.

BYLAW 11. AMENDMENTS
Section 1. Subject to the provisions of Bylaw 7(4), these Bylaws may be amended, altered or rescinded by an affirmative vote of 3/4 of the Board of Directors at any scheduled meeting of the Board of Directors for which proper notice has been given. Bylaw changes, taking effect immediately, are temporary and subject to ratification by the membership at the next Annual Business Meeting for which proper notice has been given. The Secretary/Treasurer shall ensure that all such changes to the Bylaws are communicated to the membership at the earliest opportunity.

Section 2. A petition for change in the Bylaws can be submitted to the Board of Directors by ten percent (10%) of the membership. The Board shall review the recommended changes and offer them, with recommendations, to the membership for majority vote.

Section 3. All changes to the ByLaws must be submitted for review by the Executive Committee and the Policy Rules and Regulations Committee of the World Aquaculture Society.

Section 4. Policy, Rules and Regulations may be amended by majority vote (50%) of members of the Board of Directors present at any scheduled meeting of the Board for which proper notice has been given.

BYLAW 12. MISCELLANEOUS
Section 1. No member, committee chair, Director, or officer of the CHAPTER shall use the seal, logo, or name of the CHAPTER or World Aquaculture Society to endorse, condemn, or express an evaluation of any product or service of any firm or individual.

Section 2. No part of the financial resources of this CHAPTER may be used to defray the travel expense of any Officer, Director, or member where the purpose of such travel is to influence legislation or public policy.

Section 3. No part of the deliberations or business conducted by this CHAPTER shall be concerned with the development of legislation or public policy.

Section 4. From time to time the Board of Directors may adopt, amend, or delete Policies, Rules and Regulations to govern the conduct of CHAPTER business.