CONSTITUTION OF THE ASIAN PACIFIC FEDERATION OF SOCIETIES FOR
SURGERY OF THE HAND

Updated: 2 June 2023

TABLE OF CONTENTS
Page
1.

2.

3.

4.

PRELIMINARY
Definitions
Interpretation
Headings

4554NAME, OBJECTS and POWERS
Name
Place of Business
Objects
PowersIncome and Property
Trustees
Dissolution

6
6
6
6
7
7
7

MEMBERSHIP
Categories
Criteria
Applications
Consideration
Acceptance
Admission
Responsibilities
Privileges and Rights
Fees
Cessation
Transferability
Expulsion

8
9
10
11
11
11
11
12
12
12
13
13

GENERAL MEETINGS
Annual General Meetings
Extra-ordinary General Meetings
Postponement
QuorumChairman
Adjournment
VotingEquality of Votes
Value
Records
Unpaid amounts
Objections

14
15
16
16
16
17
17
18
18
18
18
18

6

8

14

2

Page
5.

EXECUTIVE COMMITTEE
Identity
Co-opted Members
MembershipAppointment
Term
Duration
Responsibilities
Scope of Powers
Duties of Office Bearers
Delegation
Notice of Executive Committee Meetings
Executive Committee Meetings
Resignation of Office Bearer
RemovalRemuneration

19
19
19
19
20
20
20
21
21
22
22
22
23
23
23

6.

DELEGATES
Appointment
Concurrent positions
Power
Removal
Vacancy
Declaration of Conflicts
Conflicts
Committees
Nomination Committee
Alternate Delegates

24
24
24
24
25
25
25
26
26
26

7.

GENERAL PROVISIONS
Records
Audit
Indemnity
Notices
Alteration of the Constitution
Interpretation
Dispute Resolution
Prohibitions

19

24

27
27
27
27
28
29
29
29
29

3

1.

PRELIMINARY

1.1

Definitions
In this constitution:

Active Member Society means a society referred to in clause 3.1

Associate Member means an individual surgeon from a country where there is no
existing hand surgery society

Chairman means the President, President Elect or other person elected to chairmeetings.

Council means the Executive Committee members and delegates from the member
societies of the Federation

Delegate means an approved representative of a member society entitled to vote at a
general meeting.

Executive Committee means the executive members of the Federation as outlined inclause 5.1

Federation means The Asian Pacific Federation of Societies for Surgery of the Hand

Immediate Past President means the immediate past president of the Federation fromtime to time.

Law means the Corporations Law of the country of incorporation and registration of
the Federation

Objects means the objects of the Federation set out in clause 2.3

President means the president of the Federation from time to time.

4President Elect means the president elect of the Federation from time to time.

Secretary means the Secretary-General of the Federation from time to time.

Special Resolution means a resolution of the Federation which, to be passed, requires
a majority which comprises at least three-quarters of such Voting Delegates of theFederation as vote in person at a general meeting of which at least three month’s written
notice, specifying the intention to propose the resolution as a Special Resolution has
been given in accordance with this Constitution.

Term means the period of time from the conclusion of one scientific meeting of theFederation and the conclusion of the subsequent scientific meeting.

Treasurer means the treasurer of the Federation from time to time.

1.2

Interpretation

In this constitution, unless it is stated to the contrary:

1.3

(a)

the singular includes the plural and conversely:(b)

where a word or phrase is given a defined meaning in this agreement, any otherpart of speech or other grammatical form of that word or phrase has acorresponding meaning;(c)a reference to any legislation includes any amendment or replacement and all
subordinate legislation:(d)words following the word include are not limited by anything preceding that
word; and(e)references to agree, approve or consent are references to agreement, approvalor consent (as the case may be) in writing.

Headings

5

Headings in this constitution do not affect interpretation.

2.

NAME, OBJECTS and POWERS

2.1

Name
The name of the entity governed by this constitution is “The Asian Pacific Federationof Societies for Surgery of the Hand”

2.2

Place of Business
The place of business shall be the address as determined from time to time by the
executive committee and approved by the relevant authorities in the country ofregistration of the business. The Federation shall carry out its business only in places
which have the prior written approval of the relevant authorities as required by law.

2.3

Objects
This Federation is formed for the purpose of promoting the practice of hand surgery
and coordinating the educational and scientific research activities of the member handsurgery societies in the Asia-Pacific region. Its main purposes shall be:(a) to maintain liaison and communication between the various member societies,(b) to promote the free exchange of knowledge among the constituent member
societies,(c) to enhance the opportunity of hand surgery training through friendly exchange
programs,(d) to disseminate knowledge through publications,(e) to enhance teaching by organizing scientific meetings and regional instructionalcourses.
(f) to encourage scientific research activities among constituent member societies.
The Federation does not have any actual or implied control or influence over theautonomy of the member societies.

2.4

Powers(a) Subject to the Law of the land in which the Federation is registered, the Federation
has the rights, powers and privileges of a natural person.

6

(b) The Federation has power to:(i) raise money for the purpose of satisfying the aims of the Federation as
outlined in clause 2.3 and(ii) do anything which it can do by law
2.5

2.6

2.7

Income and Property(a)

The income and property of the Federation must be applied solely towards theobjects.

(b)

Subject to clause 2.5 (c) the members are not entitled to any part of the income
or property of the Federation.

(c)

A commercially reasonable payment to a member society or individual of amember society for services provided to the Federation is not prohibited.

Trustees(a)

If the Federation at any time acquires any immovable property, such property
shall be vested in trustee’s subject to a declaration of trust.

(b)

The trustees of the Federation shall:(i)
Not be more than four and not less than two in number.
(ii)
Be elected at a General Meeting.
(iii) Not effect any sale or mortgage of property without the prior approvalof the Council.

(b)

The office of the trustee shall be vacated:(i)
If the trustee dies or is physically or mentally unable to perform theoffice.
(ii)
If the trustee is guilty of misconduct of such a kind as to render it
undesirable that he continues as a trustee.
(iii) If the trustee submits notice of resignation from trusteeship.

(c)

Notice of any proposal to remove a trustee from his trusteeship or to appoint a
new trustee to fill a vacancy must be given to the Council at least two weeks
before the General Meeting at which the proposal is to be discussed. The
result of such Meeting shall then be notified to the Registrar of Societies.

(d)

The address of each immovable property, name of each trustee and any
subsequent change must be notified to the Registrar of Societies.

Dissolution(a)

The Federation shall not be dissolved except with the consent of not less than
two-thirds of the Council expressed in person at a General Meeting convened
for the purpose.

7

(b)

Notice of dissolution will be given within three weeks of the dissolution to theRegistrar of Societies.

(c)

No member society or individual is entitled to participate in the property of theFederation (if any) available for distribution on a winding-up.

(d)

The property of the Federation (if any) remaining for distribution on a windingup must be distributed to a non-profit organisation;(i)having objects similar to the objects stated in clause 2.3;(i)whose constituent documents prohibit its members from receiving its
income or property; and(ii)
which has tax-deductible gift recipient endorsement from the country ofregistration of the Federation.

(e)Notice of dissolution will be given within three weeks of the dissolution to theRegistrar of Societies.

3.

MEMBERSHIP

3.1

Categories
There will be 2 categories of members:

Active Society Members are societies or organizations for surgery of the hand, of goodstanding, in any country in the Asian-Pacific geographic region. Where there is no existingsociety for surgery of the hand in a country, individuals of good standing may apply for
associate memberships.
Annex 1 outlines thirteen founding members of this Federation.
Requirements for full active membership are:(i)

The society must be a bona fide organization whose individual members havedemonstrated tangible interest in surgery of the hand(ii)

The organizations must demonstrate that it represents a sufficient section of
medical practitioners in their country, subject to the approval to the executive
committee(iii)

The organization must carry out one or more of the following activities related
to Hand Surgery: holding regular meetings; publishing a journal meeting
professional standards; maintaining study groups; conducts educationalcourses.

8

(iv)The organization is run on a non-profit basis and maintains high ethicalstandards(v)

It has a Constitution and By-Laws, or other official certification of its
organizations and operation.

(vi)

The society shall nominate a delegate to the Federation's Council for a term of
two years.

Associate Membership
Requirements for associate membership of the Federation are:

3.2

(i)

An individual within the Asia-Pacific Region who has a major interest in handsurgery and whose country is not yet represented by a bona fide organization
for surgery of the hand.

(ii)

A letter of application to the Federation.

(iii)

The application must be supported by a Proposer and Seconder in goodstanding from the applicant’s Professional Organization or from members ofmember societies of the Federation.

(iv)

The associate membership must be approved by the council during its annual
assembly of the council with a majority votes.

(v)

The associate member shall have no voting rights.

(vi)

The associate member shall keep the Federation updated of his or her
corresponding address and telecommunication access.

(vii)

The associate member shall demonstrate commitment to developing thespecialty of hand surgery in their country and to working towards theformation of a national member society that attains full membership of theFederation.

(viii)

Associate membership will be limited to 6 years on initial application.
However the member is free to apply for further periods subsequently asallowed by the Council.

Criteria

3.2.1 A society is eligible to apply for active membership of the Federation if that society:(i)

is prepared and able to support the activities of the Federation, whether
financially or otherwise, to an extent to which the council consider issuch that the society concerned will enhance the activities of the9Federation; or(ii)possesses such abilities and qualities or is of such standing that thecouncil believe the society concerned would contribute to theachievement of the objects of the Federation.

3.2.2 A person is eligible to apply to become an Associate Member of the Federation if that
person:(a)(i) is prepared and able to support the activities of the Society whether
financially or otherwise to an extent which the council consider is such that theperson concerned will enhance the activities of the Federation; or

(ii)

(b)

3.3

possesses such abilities or qualities of such standing that the executive
committee believe that the person would contribute to the achievementof the objects of the Federation; andis registered as a medical practitioner in their country of origin and has higher
surgical training which is recognized as demonstrating adequate training andskills in the practice of hand surgery.

Applications
Each application for membership of the Federation (application) must be:(a)in writing;(b)in form acceptable to the executive committee, including but not limited toadequate identifying information, copies of Constitution or satisfactory official
documentation in lieu, names of current executive committee officers andaddress of Secretary, census of membership.
signed by the intended society President, and proposed and seconded inwriting by two voting delegates. In the instance of an individual applying for
associate membership then the application is signed by that individual andsupported by a proposer and seconder from the applicants Professional Societyor from two members of member Societies of the Federation

(c)

(d)

delivered to the Secretary General at least 3 months before the next General
meeting; and

10

(e)

3.4

3.5

accompanied by any application fee determined by the executive from time totime.

Consideration(a)

The Secretary-General will submit each application to the executive
committee for their consideration.

(b)

The executive will consider each application and may endorse or not endorse
an application in their discretion without giving reasons.

Acceptance(a)
Each application endorsed by the executive committee will be submitted to thedelegates of the member societies at the next council meeting.

(b)
The voting delegates may, by resolution at the council meeting, accept anapplication.

(c)

3.6

An application not accepted is deemed to have been rejected.

Admission

Upon the acceptance of an application, the Secretary-General will:(a)notify the proposed member society, or individual in the case of Associate
membership of the acceptance; and(b)enter that society or associate members name in the Register of Members.

If admitted, an applicant must undertake to abide by the present constitution and any
future amendment(s) to the Constitution.

3.7

Responsibilities(a)

Publish or otherwise disseminate to all their members the Federation calls forpapers, new releases, conference notices, etc.

11

3.8

3.9

3.10

(b)

Supply the Federation with advance information on their own meetings andactivities.

(c)

Inform the Federation of changes of executive committee personnel,
membership increase and changes of the Constitution and the By-Laws, etc.

(d)

Keep the Federation updated of names and email addresses of the members of
the Societies Executive.

Privileges and Rights(a)Access to the Federation media for purposes of coverage of their own news,
etc.

(b)

Access to the Federation Member listings.

(c)Permission to indicate the affiliation on their stationery or elsewhere.

(d)Representation of Delegates’ Council of the Federation as provided by theConstitution.

(e)Ability to offer their members reduced rates of subscription to the Federation
Journal and publications.

(f)Other privileges and rights that may be determined by the Council.

Fees
(a)

Each member society is liable to pay such fees as may be determined by the
executive committee from time to time.

(b)

The voting delegates may, by resolution in general meeting, vary or revoke any
fees determined by the executive committee.

Cessation(a)

A member society ceases to be a member, if the member society:
(i)
(ii)
(iii)

Is formally wound up and is no longer in existence as a society;fails to pay any fee payable under this constitution and that amountremains unpaid for more than three years;
is expelled as a member society pursuant to the provision of clause 3.12;
or

12

(iv)
(b)

3.11

resigns as a member society by giving notice in writing to the Secretary
General at least three months before the next council meeting

Upon a member society ceasing to be a member of the Federation, the member’s
rights and privileges cease.

Transferability

The rights and privileges of a member society cannot be transferred to any person orentity.

3.12

Expulsion(a)

The voting delegates or executive committee may expel a member society if amember:(i)(ii)

breaches any provision of this constitution binding on the member; or
engages in any conduct which, in the reasonable opinion of the executive
committee, is unbecoming of a member or which is prejudicial or
adverse to the interest of the Federation.

(b)

The voting delegates can only expel a member society by a resolution passed bya two-thirds majority of voting delegates at a council meeting.

(c)

The voting delegates cannot expel a member unless they:(i)give the member society not less than 30 days’ written notice of theirintention to propose a resolution; and(ii)allow the member society to present reasons why they should not be
expelled either by:(A)

addressing the council for a period not exceeding 30 minutes
at or before the date of the meeting provided that the member
society must give the executive not less than 7 days’ notice
before the meeting of their intention to exercise their rights; or(B)submitting written reasons not exceeding 1,000 words notless than 7 days before the meeting.

13

4.

GENERAL MEETINGS

4.1

Annual General Meetings(a)

The Council will meet once a year at a place and time decided by the executive
committee; otherwise known as the Annual General Meeting.

(b)

In the year of the congress, the Annual General Meeting will be held at the timeand place of the Federation's Congress.

(c)

The Annual General Meeting shall be held within four months from the closeof its financial year except in the year of Federation’s Congress.

(d)

At least three months’ notice shall be given of an Annual General Meeting(e)

The following points will be considered at the Annual General Meeting:a. The previous financial year's accounts and annual report of the Executive
committee.
b. Where applicable, the nomination of committee chairpersons or co-opted
members.
c. Where applicable (once every three years), the election of office-bearers.
d. In the event that the Council needs to meet more than once a year, theexecutive committee member may, at any time, and the Secretary-Generalmust on the requisition of an executive committee member, convene anadditional meeting of the council.

(f)

Issues arising at a meeting of Council will be decided by a majority of votes ofcouncil members present and voting on any such decision will for all purposes
be deemed a decision of the council members.

(g)

The executive committee will cause a record to be kept of any resolution made.

(h)However, the council may meet either in person or by telephone or any otherform of instantaneous communication for the despatch of business if the needarises

(i)

If:
(i)

the council confer by radio, telephone, closed circuit television or othermeans of communication;(ii)

all the council members who for the time being are entitled to receive
notice of a meeting of the council receive (or waive) notice of theconference and have access to the means by which the conference is totake place;14

(iii)

each of the council members taking part in the conference acknowledges
they are able to hear each of the other council taking part in theconference: and(iv)

the number of council members taking part in the conference is not lessthan a quorum. (see 4.4)

then all the provisions in this constitution relating to meetings of the council
will apply to the conference as if that conference were a meeting of the council
and the council members taking part in the conference were physically present
together at a meeting.

4.2

(j)

Any resolution passed at a conference will be deemed to have been passed at a
meeting of the council held on the day and at the time at which the conference
was held.

(k)

A council member is deemed to continue to be present and form part of thequorum (see 4.4) until the council member make it known that they are ceasing
to take part in that conference and obtains the express consent of the chairmanof that conference to do so.

Extra-ordinary General Meeting(a)

An Extraordinary General Meeting can be called by the President on the request
in writing of not less than 25% of the total voting membership or ten (10) voting
members, whichever is the lesser, and may be called at any time by order of theexecutive.

(b)

The notice in writing shall be given to the Secretary-General setting forth thebusiness that is to be transacted.

(c)

The Extraordinary General Meeting shall be convened within three months
from receiving the request to convene.

(d)

At least two months’ notice shall be given of an Extraordinary General Meeting.

(e)

If the executive committee does not proceed to convene an Extraordinary
General Meeting within three months after the date of the receipt of the written
request, the members who requested for the Extraordinary General Meetingshall convene the Extraordinary General Meeting by giving notice of three
weeks to voting members setting forth the business to be transacted andsimultaneously posting the agenda on the Federation’s notice board.

(f)

Notice of the meeting stating the date, time and place of the relevant meetingshall be sent by the Secretary-General to all voting members.

(g)

The particulars of the agenda shall be forwarded to the Council and Delegatesat least three weeks in advance of the meeting.

15

(h)

4.3

4.4

4.5

Any member who wishes to place an item on the agenda of a General Meetings
may do so provided he/ she gives notice to the Secretary-General one week
before the meeting is due to be held.

Postponement(a)

The executive committee may, no later than 72 hours before the time at which ageneral meeting is to be held in accordance with a general meeting notice.
(i)
postpone that general meeting for a period not exceeding 90 days fromthe date set out in the general meeting notice; or(ii)change the place at which that general meeting is to be held.

(b)

The executive committee must give written notice to all voting delegates.

(c)

Any notice postponing a general meeting or changing the place at which it is tobe held must specify the place, date and time of that meeting which when held
will be deemed to have been duly convened pursuant to the notice first
convening it.

Quorum(a)

No business will be transacted at any general meeting of the council unless aquorum of voting delegates is present at the time the meeting proceeds tobusiness.

(b)

At least 50% of the total voting membership or five voting members, whicheveris the lesser, present at General Meetings shall form a quorum.

(c)

For the purpose of determining whether a quorum is present, a person attending
will be deemed to be a voting delegate.

(d)

In the event of there being no quorum at the commencement of a General
Meeting, the meeting shall be adjourned for half an hour and should the number
then present be insufficient to form a quorum, those present shall be considered
a quorum, but they shall have no power to amend any part of the existing
Constitution.

Chairman(a)

The President will preside as chairman at every general meeting during that
person’s term of office.

(b)

Where a general meeting is held and:(i)the President has not been elected:

16

(ii)

the President is not present within 15 minutes after the time appointed
for the holding of the meeting or is unwilling to act;(iii)

the President Elect has not been elected; or(iv)

the President Elect is not present within 15 minutes after the time
appointed for the holding of the meeting or is unwilling to act,

the voting delegates present in person and entitled to vote will elect one of their
number to chair the meeting.
4.6

4.7

Adjournment(a)

The chairman may, with the consent of any meeting at which a quorum ispresent, and will, if directed by the meeting, adjourn the meeting from time totime and from place to place.

(b)

No business will be transacted at any adjourned meeting other than the businessleft unfinished at the meeting from which the adjournment took place.

(c)

When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting must be given as in the case of an original meeting.

(d)Except as provided by clause 4.6(c), it is unnecessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.

Voting(a)

The President, Secretary-General, Treasurer and each Delegate is entitled tovote at General Meetings(b)

Apart from the those in clause 4.7(a), other executive committee members are
not entitled to vote in General Meetings(c)

A resolution put to the vote of the council at any general meeting will be decided
on a show of hands unless, before or on the declaration of the result of the showof hands, a poll is demanded by:
(i)
(ii)

the chairman, orat least 3 voting delegates present in person.

(d)Unless a poll is demanded, a declaration by the chairman that a resolution has
on a show of hands been carried unanimously, by a majority or lost is
conclusive.

(e)

An entry in the Federation records containing the minutes of the proceedings ofthe Federation regarding the result of a resolution is conclusive evidence of thefact without proof of the number or proportion of votes recorded in favour of oragainst the resolution.

17

4.8

(f)

A demand for a poll may be withdrawn.

(g)

If a poll is properly demanded, it will be taken as the chairman directs and theresult of the poll will be a resolution of the meeting at which the poll was
demanded.

(h)A poll demanded for the election of a chairman or on a motion to adjourn ameeting will be taken immediately.

(i)Voting by proxy shall not be allowed at all General Meetings.

Equality of votes
In the case of an equality of votes, whether on a show of hands or on a poll, thechairman of that meeting does NOT have a casting vote.

4.9

Value
Subject to any rights or restrictions attached to any membership rights, every voting
delegate present in person only has one vote, whether on a show of hands, a poll orotherwise.

4.10

4.11

Records(a)

At every general meeting of the council, the Secretary General will makeavailable the recorded minutes of all contributions made by voting delegates
and the dates on which each of those contributions were made.

(b)

The register is conclusive evidence of the contributions of each voting delegate
and the dates on which each of those contributions were made.

Unpaid amounts
A voting delegate is not entitled to vote at a general meeting unless all amounts
presently payable by that voting delegate have been paid.

4.12

Objections(a)

An objection may be raised to the qualification of a voter only at the meetingor adjourned meeting at which the vote objected to is given or tendered.

(b)

Any such objection will be referred to the chairman whose decision is final.

(c)

A vote not disallowed pursuant to such an objection is valid for all purposes.

18

5.
.
5.1

EXECUTIVE COMMITTEE
Identity

The Executive Committee of the Federation shall consist of the following office bearers:
(a)
(b)
(c)
(d)
(e)
5.2

President
President-Elect
Secretary-General
Treasurer
Editor of the Journal (ex-officio)

Members-at-Large
The Executive Committee may, if a so need arises, appoint members-at-large of thesociety into the Executive Committee. Members-at-Large have no voting rights in the
Executive Committee.

5.3 Membership
The executive committee must be from voting member societies.
5.4 Appointmenta) The Nomination Committee shall invite nominations from member societies for theoffices of President-Elect, Secretary General, and Treasurer one year before the Annual
General Meeting during which elections are held.
b) From the names submitted, the Nomination Committee shall present one or morenominations for each of the above offices to the Executive Committee at least 6 months
before the Annual General Meeting during which elections are held.
c) The Executive Committee, after examination of nominations may, at its discretion,
make its own nominations for each office in addition to the nominations previously
notified.
d) The nominations must be communicated to all members at least 3 months before theAnnual General Meeting during which elections are held.
e) Any individual member of a member society of good standing with the endorsement of
the said society shall qualify for election.
f) Each member country can only nominate one candidate for each position.
g) The Nomination Committee may nominate a single slate, meaning one nominee foreach office.
h) Election to each office shall be decided by a simple majority of the eligible votes.

19i) If there is only one nominee for any office, election will be by acclamation.
j) In the event that no Annual General Meeting is being held, election shall be by postal
ballot and conducted by the Secretary-General.
5.5

Term
(a) The Elected Officers include President-Elect, Secretary-General and Treasurer.
(b) The Elected Officers and Members-at-Large serve a single term.
(c) Executive committee members hold office until the next conclusion of the scientificmeeting of the Federation after their appointment.
(d) In the event of a mid-term vacancy on the Executive Committee, the Executive
Committee shall have power to co-opt an individual of the member society of goodstanding, to fill this vacancy. The co-opted individual will hold office for the remainderof the term and will be eligible for re-election for one further term only.
5.6

Duration
Executive members, except the Editor of the Journal, cannot hold the same position for
more than one term.

5.7

Responsibilities(a) Manage the day-to-day affairs of the Federation.
(b) Control, generate and disburse the funds of the Federation.
(c) Keep proper accounting reports.
(d) Represent the Federation.
(e) Appoint the Federation’s Managing Office, including to recruit and dismiss the OfficeManagers and any other employees of the Federation and to determine theirremuneration and working conditions.
(f) Adopt internal organization rules to supplement this Constitution and to facilitate theoperations, goals and mission of the Federation.
(g) Perform all other tasks required for carrying out of the activities of the Federation andwhich are not reserved under this Constitution.
(h) Appoint or dissolve the committees upon ratification at the Annual General Meeting.

20

(i) The Executive Committee may delegate its powers as and when necessary to theFederation’s Managing Office.
(j) The Executive Committee determines the persons authorized to sign and their signatory
power.
5.8

Scope of Powers(a) In the event of any question or matter pertaining to day-to-day administration which is

not expressly provided for in this Constitution, the Executive Committee shall havepower to use their own discretion.
(b) The decision of the Executive Committee shall be final unless it is reversed at a General

Meeting.
5.9

Duties of Office Bearers(a) President(i) The President shall preside at General Meetings and meetings of the Executive
Committee; shall be responsible for the overall running the Federation and shallbe responsible in carrying out the aims of the Federation.
(ii) The President shall succeed to his office from that of President-Elect.
(b) President-Elect(i) The President-Elect of the Federation shall work towards familiarizing himself
or herself with the obligations and duties of the President.
(c) Secretary-General(i) The Secretary-General shall maintain the minutes of all Executive Committee
meetings; provide notices of meetings; coordinate the activities of theFederation; carry out such other duties as the Executive Committee may fromtime to time designate.
(ii) The Secretary General, or his or her designate, shall keep minutes of all General
Meetings, which will be retained by the Federation after confirmation by the
President; shall present a report at the Annual General Meeting. Copies of theminutes or extracts shall be sent to member societies who request them.

(d) Treasurer(i) The Treasurer shall also maintain proper record of all the monetary transactions.
He/ she will present an annual budgetary report at the Annual General Meetings.
(ii) The Treasurer shall keep all funds and collect and disburse all moneys on behalfof the Federation and shall keep an account of all monetary transactions andshall be responsible for their correctness. He is authorised to expend up to $500
USD
21

per month for petty expenses on behalf of the Federation. He will not keep
more than $500USD in the form of cash and money in excess of this will bedeposited in a bank to be named by the Committee. Cheques, etc. forwithdrawals from the bank will be signed by the Treasurer and either the
President or the Secretary.

(e) Editor of the Journal(i) The Editor of the Journal of Hand Surgery (Asian-Pacific Edition) will be an
ex-officio of the Executive Committee.
(ii) The Editor of the Journal will manage and oversee the running of the Journal ofHand Surgery (Asia-Pacific Edition) and present a report pertaining to the
Journal at the Annual General Meetings.
(f) Co-opted Committee Members(i) The Executive Committee may co-opt several persons to the Executive
Committee to perform specific duties for the Federation.
(ii) They shall serve as members without voting rights with the Executive
Committee, for a term which shall be fixed by the Executive Committee.
5.10

Delegation
The Executive Committee may delegate additional responsibilities to otherindividuals who are members of an active member society as the Executive
Committee may decide.

5.11

Notice of Executive Committee Meetings(a) Notice of meetings of the Executive Committee shall be given in writing and sent bypost, e-mail or by fax to the last known address of each member of the Executive
Committee.
(b) Such notice shall set forth the agenda and be given at least three days prior to themeeting.
5.12

Executive Committee Meetings(a) The Executive Committee may meet either in person or by telephone or any otherform of instantaneous communication for the despatch of business.

22

(b) An executive committee member may, at any time, and the Secretary-General must on
the requisition of an executive member, convene a meeting of the executive.
(c) The quorum for a meeting of the Executive Committee shall be at least three members.
(d) Each member of the Executive Committee as outlined in Clause 5.1(e) Voting shall be by a show of hands, unless a secret ballot is requested by one of thepresent members.
(f) Simple majority is sufficient.
(g) Each executive member shall be entitled to one vote.
(h) If:(i)the executive confer by radio, telephone, closed circuit television orother means of communication;(ii)

all the executive committee who for the time being are entitled to receive
notice of a meeting of the executive committee receive (or waive) noticeof the conference and have access to the means by which the conference
is to take place;(iii)

each of the executive committee taking part in the conference
acknowledges they are able to hear each of the other executive
committee taking part in the conference; and(iv)

the number of executive committee members taking part in theconference are not less than a quorum.

then all the provisions in this constitution relating to meetings of the executive
committee will apply to the conference as if that conference were a meeting of
the executive committee and the executive committee taking part in theconference were physically present together at a meeting.
(i) An executive committee member is deemed to continue to be present and form part of
the quorum until the council member make it known that they are ceasing to take partin that conference and obtains the express consent of the chairman of that conference
to do so.
5.13

Resignation of Office Bearers
Any officer may resign by sending a written notice of resignation to the Federation.
The officer’s resignation shall become effective immediately upon receipt of such
written notice.

5.14

Removal23

An executive committee member may be removed by a resolution of the voting
delegates at general meeting.
5.15

Remuneration(a) All members of the Council or Executive Committee shall exercise their office in anhonorary capacity and shall not be remunerated.
(b) Subject to the approval of the Executive Committee, a member may be reimbursed for
expenses incurred on behalf of the Federation, including but not limited to:(i)expenses incurred in attending and returning from meetings of theexecutive committee, meetings of any committee of the executive or
general meetings of the Federation; or(ii)otherwise in connection with the business of the Federation.

6.

DELEGATES

6.1

Appointment(a) Each Delegate shall be a surgeon in good standing in the country herepresents.
(b) Delegates are appointed by their national member societies for a
recommended period of three years and re-appointment is permissible.
(c) No Delegate shall represent more than one country and each country will be
represented by only one Delegate.
(d) Each member society shall designate its Delegate by notice in writing to the
Executive Committee at least three months in advance of the Annual General
meeting. Such written notice shall serve as evidence of the authority andpower vested in the Delegate to represent the country.

6.2

Concurrent positions(e) No delegate shall hold an elected office in the Federation(f) If a delegate is elected to a position in the executive committee, he/ she will nolonger represent the country. The country will have to appoint a new delegate
by sending a notice in writing to the executive committee.

6.3

Power
(a) A delegate to the Federation is assumed to carry the authority of their parent
hand surgery society when acting as a member of the Federation council.

24

A delegate may not vote for any resolution of the council if he or she believes
that they do not have the authority to vote on the matter before the council. In
that instance the delegate may abstain from the vote and seek further
clarification from their parent society.
(b) In that instance the proposal under vote is suspended until such a time asclarification of the status of the delegates authority is determined and passed
on to the chairman of the meeting.
6.4

Removal
A delegate may be removed by a resolution of the council in general meeting.

6.5

Vacancy
In addition to the circumstances in which the office of a council member becomesvacant by virtue of the Law, the office of a council member becomes vacant if thecouncil member:

6.6

6.7

(a)

dies or is permanently incapacitated;(b)

becomes of unsound mind or a person whose person or estate is liable to be
dealt with in any way under the law relating to mental health:(c)resigns that office by written notice to the Federation; or(d)becomes prohibited from being a council member by reason of any order madeunder or pursuant to any law.

Declaration of Conflict of Interest(a)

Any Executive committee member, officer, employee, or committee member
having an interest in a contract or other transaction that is presented to the
Executive committee or a committee for recommendation, authorization,
approval, or ratification shall give a prompt, full and frank disclosure of his or
her interest to the Executive committee prior to its acting on such contract ortransaction.

(b)

The body to which such disclosure is made shall thereupon determine, bymajority vote, whether the disclosure shows that a conflict of interest exists or
can reasonably be construed to exist.

Conflicts(a)Subject to the Law, a council member who has a material personal interest in
any matter that is being considered at a meeting of the council:

25

6.8

6.9

(i)

shall not vote on, nor use his or her personal influence on, norparticipate (other than to present facts or to respond to questions) in thediscussion or deliberations with respect to such contract, transaction, or
determination.

(ii)

may not be counted in determining the existence of a quorum at any
meeting where the contract, transaction, or determination is underdiscussion or is being voted upon.

(iii)

The minutes of the meeting shall reflect the disclosure made, the votethereon and, where applicable, the abstention from voting andparticipation, and whether a quorum was present.

Committees(a)

The executive committee may delegate any of their powers to a committee orcommittees consisting of a number of voting delegates (committee) as they
think fit. Delegates may also request the formation of committees at General
Meetings.

(b)

The number of individuals, duties and term of each ad hoc committee shall be
included in the announcement of its formation(c)This decision must subsequently be ratified at the next Annual General
Meeting.

(d)

A committee will exercise the powers delegated in accordance with any
directions of the executive committee and a power so exercised will be deemed
to have been exercised by the executive committee.

(g)

A committee may meet and adjourn as it thinks fit.

(h)Questions arising at a meeting of a committee will be determined by a majorityof votes of the members present and voting.

Nomination Committee(a)

A Nomination committee shall be formed at the end of the Annual General
Meeting in the year before elections are held.

(b)This committee shall have the incoming Immediate Past President as
Chairperson and one member appointed by the outgoing Executive Committee,
together with one delegate elected at the Annual General Meeting.

(c)In the event that a relevant Annual General Meeting is not held during the termsof office of the Executive Committee, elections to the Nomination Committee
will be held at the next Annual General Meeting.

(d)

The President is not eligible to directly appoint any members of the Nomination
Committee, serve on the Nomination committee, give the Nomination

26

Committee instructions, or take part in the Nomination Committee’s
deliberations.
(e)

6.10

A member of the Nomination Committee who is nominated for President-Elect,
Secretary-General, Treasurer or Auditors should resign from the Nomination
Committee immediately.

Alternate delegates(a)

A delegate may, with the approval of the council, appoint a person to be analternate delegate in the appointer’s place during such period as that appointerthinks fit.

(b)

An alternate delegate is entitled to notice of meetings of the council and, if theappointer is not present at such a meeting, is entitled to attend and vote in theappointer’s stead and to exercise all of the powers and rights of a delegate.

(c)

The appointment of an alternate delegate may be terminated at any time by theappointer notwithstanding that the period of the appointment of the alternatedelegate has not expired and terminates in any event if the appointer isremoved from or vacates office as a delegate.

(d)An appointment, or the termination of an appointment, of an alternate delegate
is made by notice signed by the delegate who makes or made the appointment
and served on the Federation.

7.

GENERAL PROVISIONS

7.1

Records

7.2(a)

The executive committee will determine whether and to what extent, at whattime and places and under what conditions, the accounting records and otherdocuments of the Federation or any of them will be open to the inspection ofmembers other than executive committee.

(b)

A member other than an executive committee member does not have the right toinspect any document of the Federation except as provided by law or authorisedby the executive committee or by the Federation in general meeting.

Audit
(a)

Unless the provisions of the Law enable the voting delegates to otherwise agree,
the accounts of the Federation will be audited annually.

(b)

Auditors of the Federation will be appointed and their continuing appointment
will be renewed at each annual general meeting by majority vote and may resign
or be removed and their remuneration, rights and duties will be regulated inaccordance with the provisions of the Law.

27

7.3

7.4

(c)

A person must not be appointed or act as auditor of the Federation if that person
is not a qualified auditor or has been or is disqualified under the provisions of
the Law.

(d)Every account of the Federation when audited and approved by a general
meeting will be conclusive except as regards any error discovered in that
account within 3 months next after the approval of that account.

Indemnity(a)

To the extent permitted by law, the Federation may indemnify each Executive
committee member against any liability incurred by the officer in or arising outof the conduct of the business of the Federation or in or arising out of thedischarge of the duties of the executive committee member.

(b)

In any case where the executive committee considers it appropriate theFederation may execute a documentary indemnity in any form in favour of any
executive committee member.

(c)

Where the executive committee considers it appropriate to do so, the Federation
may, to the relevant extent, pay amounts by way of premium in respect of any
contract effecting insurance on behalf of or in respect of an officer against
liability incurred by the officer in or arising out of the conduct of the businessof the Federation or in or arising out of the discharge of the duties of the officer.

(d)

In this clause 7.3:
(i)officer includes an executive committee member or official delegate.

(ii)

duties of the officer include, in any particular case where the executive
committee considers it appropriate, duties arising by reason of theappointment, nomination or secondment in any capacity of an officer by
the Federation.

(i)liability means all costs, charges, losses, damages, expenses, penalties
and liabilities of any kind including, in particular, legal costs incurred indefending any proceedings (whether criminal, civil, administrative or
judicial) or appearing before any court, tribunal, government authority
or other body.

Notices(a)

A notice may be given by the Federation to:(i)any member by:(A)

personal service; or

28

(b)

7.5

7.6

sending it by post to the address shown in the Register ofMembers or to the address supplied by that member to theFederation for delivery of notices; or(C)

Other electronic means.

Where a notice is sent by post, service of the notice will be deemed to beeffected by properly addressing, prepaying and posting a letter containing thenotice, and to have been effected:(i)

in the case of a notice of meeting, on the day after the date of its posting;
and

(ii)

in any other case, at the time at which the letter would be delivered in
the ordinary course of post.

Alteration of the Constitution(a)

The Constitution of the Federation may be altered, rescinded or added to by aSpecial Resolution of the Federation.

(b)

Amendments to this Constitution may be initiated by a proposal from at least
two members of the Council.

(c)

The Secretary shall forward a copy of such proposals to every delegate ofmember societies who is eligible to vote.

(d)Proposed amendments shall be submitted for ratification by a two-thirds
majority of those present at an Annual General Meeting. Following this, theentire Council shall be notified by mail of the action.

(e)

No change in the constitution is allowed without the approval of the relevant
authorities in the country of registration.

Interpretation
(a)

7.7

(B)

In the event of any question or matter pertaining to day-to-day administration
which is not expressly provided for in this Constitution, the Executive
Committee shall have power to use their own discretion. The decision of the
Executive Committee shall be final unless it is reversed at a General Meeting

Dispute Resolution(a)In the event of any dispute arising amongst members, they shall attempt to resolve
the matter at an Extraordinary General Meeting in accordance with thisConstitution.

29

(b)

7.8

Should the members fail to resolve the matter, any dispute arising out of or inconnection with this Constitution may first be addressed by mediation or
arbitration prior to resorting to a court of law.

Prohibitions(a)Gambling of any kind, excluding the promotion or conduct of a private lottery
which has been permitted under the Private Lotteries Act Cap 250, is forbiddenon the Federations premises. The introduction of materials for gambling or drug
taking and of bad characters into the premises is prohibited.

(b)

The funds of the Federation shall not be used to pay the fines of members who
have been convicted in court of law.

(c)

The Federation shall not engage in any trade union activity as defined in any
written law relating to trade unions for the time being in force in the country ofregistration.

(d)

The Federation shall not indulge in any political activity or allow its funds
and/or premises to be used for political purposes.

(e)

The Federation shall not hold any lottery, whether confined to its members or
not, in the name of the Federation or its office-bearers, Committee or members
unless with the prior approval of the relevant authorities.

(f)

The Federation shall not raise funds from the public for whatever purposes
without the prior approval in writing of the relevant authorities.

I, the person who will be the President of the Federation at the time of adoption of theConstitution, agree that the foregoing terms of the constitution will be the constitutionof the Federation.
Signature of President30Annex I
List of Founding Member Societies
1. Australia
2. Hong Kong
3. India
4. Indonesia
5. Japan
6. Malaysia
7. Philippines
8. Singapore
9. South Korea
10. Taiwan
11. Thailand
12. New Zealand
13. Bangladesh3132