WPRB Bylaws 2006.doc

INTERNATIONAL GEOTHERMAL ASSOCIATION INC.
WESTERN PACIFIC REGIONAL BRANCHBYLAWS
Art. 1
Art. 2Art. 3Art. 4Art. 5Art. 6
Art. 7-Art. 8-Art.9
Art. 10Art. 11Art. 12-Art. 13Art. 14Art. 15
Art. 16
Art. 17
Art. 18
Art. 19
Art. 20
Art. 21-

Annex A-

Definition
Geographical Coverage
Eligibility for Membership
Registered Office
StructureMembership
Relationship of the Regional Branch
to the IGA
Relationship of the Regional Branch toAffiliated Associations of the IGA
Loss of Membership Status
Dues and Association Year
Government
Liability of Officers, Forum Members, IGA
and Affiliated Organisations
Officers of the Association
Secretariat
General Meetings
Nomination and Election of Forum Members
Voting Procedures
Permanent Committees
Alterations to the Bylaws
Language
Regional Conference

Article 15 of IGA Bylaws (Regional
Branches)

November 2006

Page 1WPRB Bylaws 2006.doc

INTERNATIONAL GEOTHERMAL ASSOCIATION INC.
WESTERN PACIFIC REGIONAL BRANCHBYLAWS
ART. 1DEFINITION
The International Geothermal Association, hereinafter called "IGA", is ascientific, educational and cultural organisation established to operate
worldwide. It is a non-governmental organisation with no politicalaffiliation.
Its aim is to encourage, facilitate and, when appropriate, promote coordination of activities related to research, development and applicationof geothermal resources.
The IGA is affiliated to a number of country-specific Geothermal
Associations each with their own governance.
There are also
individual members of the IGA.
Under the IGA Bylaws (Article 15, which is attached as Annex A),
members who live or work within a defined geographical area may forma Regional Branch to foster closer regional cooperation. Regional
Branches may not geographically overlap.
Within that area,
membership is voluntary: members may elect to become members of
the Regional Branch, but membership of the Regional Branch is notcompulsory either for individual IGA members or members of affiliatedlocal associations.
This document comprises the Bylaws for the Western Pacific Regional
Branch of the IGA. The Western Pacific Regional Branch, hereinafter
called "WPRB", was founded by a motion of the IGA Board of Directors
on 3-4 April 2006 at the request of the Geothermal Associations ofChina, Indonesia, Japan, New Zealand and the Philippines.
Although activities of the WPRB are subject to the governance andbylaws of the IGA, the WPRB can enter into contracts and administer
its own financial affairs. For this purpose, it is registered as a separate
legal entity under the laws of New Zealand.

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ART. 2GEOGRAPHICAL COVERAGE
The WPRB of IGA relates to a Region comprising the area outlined byjoining the national boundaries of: Thailand, China, Mongolia, Japan,
Samoa, New Zealand, Australia and Indonesia, and all other countries
within that area.

ART.3

ELIGIBILITY FOR MEMBERSHIP
Any financial member of the IGA (including members of Affiliated
Organisations) who lives or works within the defined Region may apply
to become a member of the WPRB of IGA.
Other IGA members may participate in the work of the WPRB but
without voting rights. Such members will not be counted in determining
any quorum specified elsewhere in these Bylaws.

ART4.

REGISTERED OFFICE
The IGA is a tax-exempt, non-profit organisation registered in New
Zealand.
The WPRB is a tax-exempt, non-profit organisation,
presently chartered as the Western Pacific Regional Branch of theInternational Geothermal Association Inc., under the laws of New
Zealand. The Forum, which is defined in Article 11, may by a simple
majority vote determine the location of the WPRB Registered Office
and Secretariat.

ART. 5

STRUCTURE
The WPRB consists of its Membership, its Forum, its Officers, its
Permanent Committees, its Secretariat and such Committees as fromtime to time may exist.

ART. 6

MEMBERSHIP
The membership shall be divided into six classes consisting of:•Individual members•

Student members•

Corporate members•

Institutional members•

Sustaining members•

Honorary members

Any of these classes may be eliminated and other classes added by
the Forum.
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Applications to join the Regional Branch shall be sent to either the
Secretary or the Chairman.
Individual Members are scientists, technologists and other persons
engaged in the research, development or utilisation of geothermalenergy, and such other persons as may be considered to qualify by theForum.
Student Members are students with an interest in geothermal energy
who are regularly enrolled in a college or university. Student members
may be offered a lower annual membership fee than individual
members. Student members have all the rights, the privileges and theduties of membership but do not have the right to vote or hold office.
Corporate Members are industrial, scientific or cultural organisations
which are established on a commercial or profit-making basis, areinterested in geothermal energy, and support the objectives of theRegional Branch. Each Corporate Member is entitled to three voting
representatives. Each representative will receive all the documentation
provided by the Regional Branch to Individual Members.
Institutional Members are international, national, regional or local,
non-profit organisations entrusted with promotion, planning,supervision, co-ordination or performance of geothermal activities andwhich support the objectives of the Regional Branch. Each Institutional
Member is entitled to three voting representatives.
Eachrepresentative will receive all the documentation provided by the
Regional Branch to Individual Members.
Sustaining Members are organisations or individuals who wish to
demonstrate their interest in geothermal energy by making a voluntary
contribution to the Regional Branch above a minimum level to be fixedby the Forum.
Honorary Members are senior Individual Members who have given
many years of service to the Regional Branch or IGA and/or havemade significant contribution in the field of geothermal energy. A
maximum of one person per year may be elevated to the Honorary
Member grade by the Forum of the Regional Branch. However, thetotal number of Honorary Members at any one time is limited to ten.
ART. 7

RELATIONSHIP OF THE REGIONAL
GEOTHERMAL ASSOCIATION

BRANCHTO

THE

INTERNATIONAL

In terms of governance and membership, the Regional Branch is a
sub-grouping of IGA. The relevant Bylaws of IGA are attached as
Appendix A and the Regional Branch is subject to them.

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ART. 8

RELATIONSHIP OF THE REGIONAL BRANCH TO AFFILIATED ASSOCIATIONS OF
THE INTERNATIONAL GEOTHERMAL ASSOCIATION
The local individual Geothermal Associations affiliated to the IGA within
the Region do not have any specific rights or obligations in terms ofgovernance of the WPRB of IGA, other than those defined in these
Bylaws. However, they may be requested by the Forum to assist withmaintaining membership information, collecting fees, organising
elections, and generally assisting with communications between the
Regional Branch and their membership.

ART. 9LOSS OF MEMBERSHIP STATUS
Any Member of the Regional Branch may resign by giving notice inwriting to the Secretary or the Chairman of the Regional Branch or
directly to the Secretariat of IGA.
Membership status shall be lost:•

if the Member ceases to be a member of IGA;•

if the Member fails to pay the annual membership fee as set by
the Forum of the Regional Branch by 31 December each year;•

if in the opinion of the two-thirds majority of the full Forum of theRegional Branch the Member has committed a breach of therules or acted in an unethical or unprofessional manner.

In the case of expulsion or suspension of membership, a Member shallhave the right of appeal before the Forum in his/her defence, either inperson or by counsel.
ART. 10DUES AND ASSOCIATION YEAR
The financial year of the Regional Branch shall be the calendar year,
from the 1st January to the 31st of December.
Membership subscriptions shall be due before the 31st of March ofeach year.
The annual dues of the members shall be fixed by the Forum from time
to time. Annual dues may be fixed on a country by country basis forcountries which have Affiliated Organisations.

ART. 11

GOVERNMENT(a)

The affairs of the Regional Branch shall be governed by a body,chosen from its membership, which is called the Forum, and a
Chairman who is appointed by the Board of Directors of theInternational Geothermal Association.

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The Forum shall govern the affairs of the Regional Branchsubject to the limitations prescribed in these Bylaws, including
the relevant Bylaws of the IGA attached as Annex A and such
revisions of the IGA Bylaws as may occur from time to time.

(c)

The Forum shall consist of a minimum of 5 members and amaximum of 7 members, including the Chairman of the Regional
Branch.

(d)Every three years, within 6 months after the election of the IGA
Board of Directors, elections will be held to elect the Forum
members (apart from the Chairman, who is appointed by the
Board of Directors of IGA).

(e)

Each Forum member shall hold office for a term of three years.

(f)

No elected member of the Forum shall serve more than two
consecutive three-year terms.

(g)

New members of the Forum may be elected by postal orelectronic ballot amongst the Membership. The election should
be carried out by the Secretary of the Regional Branch.

(h)

New members of the Forum shall enter into office at the Annual
General Meeting following their election by the membership.
The past members and officers of the Forum shall continue tohold office until that time, except in cases of resignation or
expulsion.

(i)

The Forum shall select the Officers of the Regional Branch fromits members on a 3 yearly basis.

(j)

The Forum shall also have the power to create all other offices
and positions that it may deem necessary to carry on properly
the business of the Regional Branch, and it shall have the rightto appoint qualified persons to fill all such offices and positions.

(k)

The Forum may, at any time, fill any vacancy in the Forum, apartfrom the Chairman, or other offices which may occur. The
person or persons so named shall hold offices until theirsuccessors are duly elected or appointed.

(l)

The Forum may also second a person on to the Forum to assist
with some specific activity or to finish a task that was initiatedwhile that person was a member of the Forum.

(m)

The Forum shall meet at regular intervals, but at least two times
per year. The quorum for any meeting of the Forum shall be 4
members or 60%, whichever is fewer, of the present membersof the Forum. For this purpose attendance by phone or videoconference shall be included in the quorum. Proxy members
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duly appointed shall be counted for the purpose of establishing aquorum, (in accordance with article “p”).
During a meeting, the Forum shall if possible specify a date andvenue for the next meeting. Based on that decision, or any
subsequent amendment agreed by the Executive Committee (Art11(n)), the Secretary shall give Forum members at least one
month notice of the next meeting.
(n)

An Executive Committee, consisting of the Chairman, theSecretary and the Treasurer, shall have full powers to conduct
the affairs of the Regional Branch between Forum meetings inaccordance with policy set and decisions made by the Forum.

(o)

The Chairman shall call a special meeting of the Forum at therequest of three members of the Forum. At least one monthnotice of special meetings shall be given.

(p)

Voting at all meetings of the Forum shall be by show of hands orby a ballot, as determined by the Chairman. Resolutions are
passed by simple majority of those present unless differently
stated in these Bylaws. In the event of an equality of votes, theChairman shall have an additional deciding vote.

(q)

A question may be referred, by the Chairman, to all members of
the Forum for decision by postal ballot, by airmail or faster
alternatives including Email. A resolution passed by simple
majority of the votes received as a result of such ballot shall be
as valid and effectual as if it had been passed at a meeting of
the Forum duly convened and held.

(r)

Forum members are expected to contribute actively to theForum and to its Committees. The Forum may, by a two-thirds
majority vote of all Forum Members, expel any Forum Members
from Forum membership if in the opinion of the Forum that theForum Member has failed to contribute in an adequate manner.
Criteria of inadequate contribution may include, but are notlimited to or restricted by, the following:•

failure to attend at least one Forum meeting per year(including attendance by phone or video link);•

failure to respond to letters, faxes, Emails or phone calls
for a period of six months;•

failure to participate actively on the Forum.

The Forum will be entitled to vary these criteria according to thecircumstances of the member concerned.

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ART. 12LIABILITY OF OFFICERS, FORUM MEMBERS, IGA
ORGANISATIONSAND

AFFILIATEDAll Officers and all Forum members shall serve the Regional Branch intheir personal capacity, with no involvement or responsibility
whatsoever of the organisation, entity or body to which they may
belong. Officers and Forum members shall be liable at a personal level
only when they fail to follow a decision of the Forum, and when they
undertake or carry out relevant actions, in the judgement of the Forum,
not previously submitted to the consideration and approval of theForum itself.
No action of the Regional Branch shall cause any liability, financial orotherwise, to the International Geothermal Association or Affiliated
Organisations, except where a contract has been entered into by thesaid parties for a specific purpose and such liability and its duration has
been defined (for example a specific jointly sponsored educational
activity).
ART. 13

OFFICERS OF THE REGIONAL BRANCH(a)The Officers of the Regional Branch shall be the Chairman, theVice-Chairman, the Secretary and the Treasurer.

(b)Apart from the Chairman (who is appointed by the IGA) the
Officers shall be elected by the Forum from its own members.
Officers will be elected (or re-elected) on a 3 yearly basis.

(c)

The election should be carried out by the Secretary. Election
may be by postal or Email ballot or by a simple show of hands ata meeting soon after the election of the new members of theForum and prior to their taking office at the AGM. To obtainnominations and select candidates the Chairman shall set up asmall committee comprising him/herself, the Secretary and at
the discretion of the Chairman one other Forum members who
shall not themselves be candidates for office.

(d)

The Officers (apart from the Chairman) shall start their terms ofoffice at the conclusion of the meeting at which they have been
declared elected. This shall be the first meeting of the newForum They shall hold office until the election of successors
except in the cases of resignation or expulsion.

(e)

Officers of the Regional Branch shall serve no more than two
consecutive three-year terms.

(f)

The Chairman will normally act as the Chairman of the Forumand shall preside at all meetings of the Association.
The Chairman shall be an ex-officio member of all PermanentCommittees, except the Audit Committee, and it shall be his/her
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duty to represent the Regional Branch in dealing with outside
agencies or individuals and to transact business on behalf of theRegional Branch as the Forum may direct.
The Chairman may delegate, in writing, his/her functions withthe approval by a simple majority of the Forum. The consensus
will not be required if the person delegated is the Vice-Chairman.
(g)

The Vice-Chairman shall perform such functions as may bedelegated by the President and act in the place of the latter inthe event of his/her inability to act.

(h)

The Secretary shall be responsible for the administration ofelections, the certification of all elections and votes, and foradvising, or obtaining advice, on any legal matters arising in thecourse of the Regional Branch's activities.

(i)

The Treasurer shall have the custody of the Regional Branch's
funds and shall be responsible for managing these funds in a
judicious manner. With the assistance of the Secretary he shallkeep full and accurate accounts of receipts and disbursements,and shall deposit all monies and other valuable effects in thename, and to the credit of the Regional Branch in suchdepositories as may be approved by the Forum.
The Treasurer shall disburse the funds of the Regional Branch
as may be ordered by the Chairman or the Secretary or by both
if the disbursement exceeds a limit determined by the Forum.
The Treasurer shall demand proper receipts for such
disbursements, and render to the Chairman at the regularmeetings of the Forum, or whenever the Chairman may require,an account of all his/her transactions and of the financial
conditions of the Regional Branch.
All cheques or withdrawal slips drawn by the Treasurer above alimit determined by the Forum shall have been in advanceauthorised in writing by the Chairman.
The Treasurer shall receive and record all payments of dues,
assessments, contributions, payments for literature, and anyother income.
The Treasurer shall report to the Finance Committee, if it isestablished, of the Regional Branch of which he/she is amember without the right to vote, otherwise he shall report to the
Chairman.
When the Chairman and Treasurer are not based in the same
country, the Chairman may set up and operate a bank accounton behalf of the Regional Branch to deal expediently with any

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payments that may arise, but any such activities shall be subject
to the overall control of the Treasurer.
ART. 14

SECRETARIAT
If it is considered necessary by the Forum, a Secretariat shall beestablished by the Forum to perform, with such staff as necessary, theday-to-day course of Regional Branch business. The Secretariat shallbe headed by the Secretary or a person nominated by the Forum.
The Secretariat shall maintain the Regional Branch’s files and records,
and conduct business as required.
The Secretariat shall assist as required with the organisation of
meetings and courses. It shall also publish newsletters, circulars orother material as the Forum shall direct and authorise.
The Secretary or the person nominated by the Forum willcommunicate with the membership by meeting, fax, electronic mail or
any other appropriate form of written or electronic communication.

ART. 15

GENERAL MEETINGS(a)

A General or Extraordinary General Meeting of the Membershipshall be held at such time as the Forum may from time to time
determine.

(b)

The Forum shall call a General Meeting forthwith upon therequest of 10 or more Members or 5% of the Membership,
whichever is greater. In this context, Corporate or Institutional
Members shall be counted as 3 votes.

(c)Notice of meetings and issues to be voted on will be given by acircular delivered by post to the Membership. At least one clear
month of notice shall be given.

(d)

A quorum at a General or Extraordinary General Meeting shallbe 10 members. Corporate or Institutional Members shall eachcount as only 1 member in determining the quorum.

(e)At all such meetings the Chairman or in his/her absence theVice-Chairman or a member of the Forum shall take the chair.

(f)Voting at a General or Extraordinary General Meeting shall be
by a show of hands or by ballot as decided by the Chairman of
the Meeting. Where a postal ballot has been called, voting bythose present at the Meeting shall be carried out in writing or by
Email.

November 2006

Page 10WPRB Bylaws 2006.doc(g)Postal votes or Email votes will be valid only if received by thestart of the Meeting or such other deadline as may be specified
in the notice of the Meeting.

(h)Except where an alteration to the Rules of Incorporation is
involved, resolutions at a General Meeting shall be passed by asimple majority of the votes received.

(i)

An Annual General Meeting (AGM) shall be held during eachcalendar year. The meeting shall be held at a date and time tobe determined by the Forum, but will usually be held inconjunction with the Regional Conference (which means that thetiming of the AGM could be at any time during the year,
depending on the location and timing of the Regional
Conference). As a minimum the following matters shall beconsidered at the AGM:
1-Minutes of the preceding AGM.

2-

Annual report to the Forum.

3-

Financial statement.

4-

General business.

The reports relevant to items 1, 2 and 3 shall be circulated atleast 1 calendar month prior to the Meeting.
Resolutions passed at an AGM shall be binding on the Branchand Forum only if they were circulated with the agenda at least 1
calendar month prior to the Meeting.
ART. 16

NOMINATION AND ELECTION OF FORUM MEMBERS(a)

A Nominating Committee of not less than three members shallbe appointed by the Forum to obtain nominations and selectcandidates for Forum representation.

(b)Committee nominations shall be determined by a majority voteof the entire Nominating Committee.

(c)

The Committee shall acquaint the Secretary with its selections
not later than three months before the date of the election.
Additional nominations, signed by at least ten members of the
Association, must reach the Secretary three months before thedate of the election.
The Secretary shall mail or Email ballots bearing thenominations to each eligible member two months before theNovember 2006

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date of the election and ballots shall be returned and reach theSecretary for counting before the date of the election.
The Chairman shall certify the results of the election andacquaint the Forum with the results of the election and, after
approval of the Forum, shall notify the successful candidates.
The Chairman shall convene the new Forum.
In the case of a tie of any nature, the Chairman shall resolve
such.

ART. 17(d)

The elections must be completed two months before the term of
the Forum members expires.

(e)

If the number of nominations to the Forum is less than 6(excluding the Chairman) then the Forum may on the advice of
the Nominating Committee vote to accept the nominations asreceived as the new Forum without seeking a vote of the entire
membership.

VOTING PROCEDURES(a)

Except where otherwise specified in these Bylaws, theprocedure to be adopted for any vote shall be determined by
the Chairman.

(b)

Unless otherwise specified, the terms "postal vote" and "postal
ballot" shall be taken to include fax, electronic mail or any otherform of written or electronic communication.

(c)

All postal ballots shall be accompanied by a notice specifying
the deadline for receipt by the Secretariat of returned ballot
papers. Unless otherwise decided by the Chairman, thedeadline should not normally be less than one month after thedate of dispatch of the ballot papers. Votes received after thedeadline shall be invalid.

(d)Unless otherwise specified in the notice accompanying theballot paper, a postal ballot shall be deemed to be a secretballot. The Secretary, or the Secretariat acting on behalf of theSecretary, shall take all reasonable steps to ensure
confidentiality, and results will be made available only in a form
that ensures the anonymity of the voters. When a choice ofvoting methods (mail, fax, etc.) is offered, voters choosing
methods other than mail will nevertheless be deemed toaccept that such methods are inherently less secure.

(e)

No person shall have more than one vote, except that an
Individual Member may cast an additional vote as one of therepresentatives of a Corporate or Institutional Member.
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ART. 18

PERMANENT COMMITTEES
The following Permanent Committees may be established, and the
Chairmen of such Committees shall be appointed by the Forum during
the first meeting of the Forum:
•
•
•
•
•
•

Nominating Committee
Finance Committee
Audit Committee
Membership Committee
Information and Education Committee
Other functional and technical Committees may be appointed by
the Forum.

(a)Finance Committee
The Finance Committee, if appointed, shall consist of at least
three members of whom at least two shall be Forum members.
The Finance Committee shall advise the Forum on, andsubsequently manage, policies relating to financing, budgetingand membership contribution. It shall deal with all mattersconcerning funding and income sources, expenditures anddisbursements of any kind, preparation of the annual budget andany other issue related to the administration and finance of theRegional Branch.
The Treasurer of the Association is an ex-officio member of theCommittee but is not entitled to vote.

(b)

Audit Committee
The Audit Committee shall consist of at least two members, atleast one of whom shall not be a member of the Forum.
The Audit Committee shall be responsible for reviewing andcontrolling all financial and administration matters and inspecting
the relative documents and the account books of the Regional
Branch.
The members of the Audit Committee cannot be members of the
Finance Committee.

(c)Membership Committee
The Membership Committee if appointed shall consist of at least
one Forum member and at least one non-Forum member.

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The Membership Committee shall seek to encourage newmembership and shall advise the Forum on all aspects of theactivity.
(d)

Information and Education Committee
The Information and Education Committee if appointed shallconsist of at least one Forum member and at least one nonForum member.
The Information and Education Committee shall advise theForum on policies concerned with the collection, compilation,
publication, exchange and dissemination of geothermal
information, including information on utilisation, development,
technical findings, scientific research, meetings, publications
and Regional Branch activities. The Committee shall also be
responsible for directing the implementation of information
policies determined by the Forum.
Furthermore, the Committee shall be responsible for theeducational functions of the Regional Branch and shall serve asa co-ordinating body planning, organising, supporting and therealisation of geothermal educational activities.

ART. 19

ALTERATIONS TO THE BYLAWSThe Bylaws of the Regional Branch may be altered, added or
rescinded at any meeting of the Forum by the affirmative vote of atleast two-thirds of the members of the entire Forum. Proposals forsuch changes shall be notified to the IGA Secretariat prior to or assoon as possible after such a vote.
Those members who cannot attend the meeting shall be allowed toexpress their vote by post or Email.
Subsequently, the alteration shall be ratified by a simple majority of thevotes received from a postal ballot of all Members of the Association.
Notice of any proposed amendment shall be given to each member of
the Forum by the Secretary at least one month before the meeting at
which it is to be considered.

ART. 20LANGUAGE
The English language is the official language of the Association.

ART. 21

REGIONAL CONFERENCE
The Forum will designate one scientific, technical or industry
conference within the Region to be the Regional Conference for thatyear. Usually this will be an existing conference to be held under theNovember 2006

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aegis of one of the Affiliated Organisations within the Region. However,the Regional Conference may be held in one of the countries of theRegion which does not have an Affiliated Organisation with theapproval of the Forum.
As far as possible the Regional Conference should rotate around theRegion. The Regional Conference shall not be held in the same
location in two consecutive years.
The organisers of the Regional Conference shall be entitled toadvertise the Conference as being the Regional Conference of theWestern Pacific Regional Branch of IGA.
Usually the AGM of the Regional Branch, and a meeting of the Forum,
will be held at the Regional Conference.

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ANNEX AEXTRACT FROM IGA BYLAWS (AS AMENDED APRIL 2006)

Article 15. Regional Branches
a. At the request of at least 50 individuals who are IGA Members of any category definedin Art 4, or of at least 2 Affiliated Organizations, from a group of countries located in
the same region of the world on a continental or sub-continental scale, accompanied bya formal proposal presented by at least 2 members of the Board of Directors, the Boardof Directors may approve the formation of a Regional Branch for that area.
b. The function of a Regional Branch is to further the goals of IGA in the region
concerned.
c. A Regional Branch must consist of at least 50 IGA Members (of any category definedin Art.4) based or working in a country located within a Region. The geographic
boundaries of Regions will be defined by the IGA Secretariat, may not overlap
geographically, and shall include at least two countries located in the same region of theworld. Members of a Regional Branch must all be IGA Members,
d. Membership of the Branch is voluntary; all IGA Members living or working within thearea covered by the Regional Branch (including members of the founding Affiliated
Organizations) are free to become members or otherwise. Only Members who havenotified the Secretariat of their wish to join the Branch shall be considered members of
the Regional Branch for the purposes of establishing this quorum.
e. The IGA Secretariat shall maintain a list of IGA members who have opted to become
members of the Regional Branch. This list shall be the only official list of Regional
Branch members. The IGA Secretariat shall inform all IGA members whenever a
Regional Branch is formed, or dissolved.
f. Members wishing to resign from a Regional Branch must notify the Secretariat inwriting to this effect. The Branch Forum (see Art.15(l) below) may establish a rule
specifying a period of notice before resignations can take effect, such period of notice
not to exceed 6 months.
g. Any IGA member, irrespective of country of residence or origin, may participate in theactivities of a Regional Branch.
h. A Regional Branch shall be governed by a Forum consisting of 5 to 7 IGA members.
The Chairman of the Forum shall be elected by the Board of Directors from among the
Branch Members, immediately on establishment of the Branch and subsequently at thesame time as the Officers of the IGA.
i. The Forum members will be elected by the Regional Branch members, immediately on
establishment of the Branch and subsequently at the same time as the IGA BoD
election. The Forum shall also have a Vice-Chairman, Secretary and Treasurer, electedby the Forum from among the Forum members.
j. If the elected Chairman of the Forum is not an elected member of the BoD, he/she may
be co-opted as a member of the Board ex-officio. The Chairman of the Forum shall not
be a member of the Executive Committee ex officio, but shall be on the mailing list of
the Committee.
k. The Forum may establish formal rules of procedure, objectives and policy for the
Branch. All such rules must comply with the Charter, Rules and Bylaws of the IGA.
Any dispute about compliance shall be referred to the IGA Board of Directors, whose
decision shall be final.
l. The Forum may register the Regional Branch as a legal entity in one or more countriesof the Region, provided that any rules adopted for the purposes of such registration
shall(i) be subject to the provisions of Art. 15(k) above, andNovember 2006

Page 16WPRB Bylaws 2006.doc(ii) indemnify IGA against any liabilities, financial or otherwise, incurred by theoperations of the Regional Branch. All such rules must be approved by the IGA
BoD.
m. The Forum may levy membership fees from among its members. The scale of such
fees shall be subject to approval by the IGA BoD. The Forum may also, with theapproval of the BoD, undertake such other fund-raising activities or enter into any
contracts as may be considered appropriate for its work. The BoD may withhold
approval if it considers that any activity may compete with the wider interests of the
IGA. All costs incurred in setting up and administering the Regional Branch shall beborne by the members of the Regional Branch, not by the IGA.
n. The Branch shall be financially accountable to the Treasurer of IGA and shallcoordinate its financial activities with the Chairman of the Finance Committee.
o. Should membership, defined as the number of IGA Members residing or working in theregion and who are registered with the Secretariat as wishing to participate in the
Branch activities, fall below the level defined in Art. 15 (c), the Board of Directors may
decide to abolish the Branch. The Regional Forum shall be given six months' written
notice of such a decision, within which period the Executive Committee may reverse
the decision should it consider that the circumstances leading to the decision havechanged materially. On abolition, any financial assets of the Branch may be reassigned
at the sole discretion of the Board of Directors.

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