NAME

This Society shall be known as the "Asia-Pacific Hernia Society (APHS)" hereinafter referred to as the "Society".

PLACE OF BUSINESS
Its place of business shall be at "Department of Surgery, National University Hospital, 5 Lower Kent Ridge Road, Singapore 119074," or such other address as may subsequently be decided upon by the General Meeting upon recommendation of the Executive Committee, and approved by the Registrar of Societies, Singapore. The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

FOUNDING MEMBERS
The Founding Members, who credited and approved these bylaws, D Lomanto (Singapore); P Chowbey, New Delhi (India); AY Jasmi, KL (Malaysia); George Kiroff, Melbourne (Australia); and Wei-Keat Cheah (Singapore).

OBJECTIVE
The object of the Society shall be to promote and advance the teaching and research of hernia surgery in the Asia-Pacific region. The Society will organize congresses or workshops as part of the activities to promote its object.

MEMBERSHIP
Membership of the Society shall be in three categories:

(a) Honorary Member
(b) Full Member
(c) Corporate Member

ELIGIBILITY

(a) Honorary Member

• The Honorary Member would have made outstanding contributions to the progress of hernia surgery in Asia Pacific or be a worldwide person of distinction.
• The Executive Committee may confer an Honorary Membership to any person who, in the opinion of the Committee, has rendered valuable services to the Society.
• Prior to granting Honorary Membership, the Executive Committee shall first propose the name of the person at the General Meeting, and upon the said Meeting accepting the proposal, the said Honorary Membership may be bestowed.
• Full Members are eligible to propose any person suitable for Honorary Membership to the Executive Committee for its consideration.
• Honorary Members shall not be required to pay any Entrance Fee or Subscription Fee.
• Honorary Members shall have no voting rights and shall not be eligible to hold office in the Executive Committee or to participate in the management of the Society.

(b) Full Member

• Full Members may be elected by application from qualified specialists who are involved in the hernia surgery certified by a National Board.
• Each applicant shall be proposed by one Full Member and seconded by another Full Member. The application should be sent to the Secretary General.
• The Executive Committee will decide on the application for Full Membership by a simple majority vote. Full Members are eligible to vote at General Meetings and hold office in the Executive Committee.

(c) Corporate Member

• Corporate Members may be elected by application from companies with an interest in Hernia.
• The Executive Committee will decide on the application for Corporate Membership by a simple majority vote.
• Each Corporate Member shall be represented by one nominee from the said Company.
• Corporate Members are eligible to vote at General Meetings. All Corporate Members can be represented in the Executive Committee by two representatives, chosen among all the representatives by the Executive Committee Members.
• Each Corporate Members must propose one representative for the Executive Committee.

SUBSCRIPTION

(a) The Annual Subscription shall be USD 30 for Full Members and USD 200 for Corporate Members. The Entrance Fee for Corporate Members shall be USD 3,000 and nil for Full Members. The Life Membership fee for Full Members shall be USD 100. The Annual Subscription and Life Membership may be subjected to review by the Executive Committee at regular intervals and approved at the General Meeting. Adoption of subscription changes will be by a simple majority vote.

(b) The Annual Subscription is due on the first day of January of each year and is payable in advance. If a Full Member falls into arrears with his subscriptions or other dues, he shall be informed immediately by the Treasurer.

(c) A Full Member whose subscription is 24 months in arrears shall automatically cease to be a member of the Society and the Executive Committee may take action against him provided that they are satisfied that he has received due notice of his debts.

(d) Reinstatement of Full Members shall be possible with the consent of the Executive Committee eventually after payment of the arrears.

(e) Any additional fund required for special purposes may only be raised from members with the consent of the General Meeting of the members.

TERMINATION OF MEMBERSHIP

(a) A Full Member may be terminated by the Executive Committee if it deems that:

• A Member has been convicted of professional misconduct.
• A Member conducts himself in writing, speech or behavior in a manner that in the view of the Committee is prejudicial or injurious to the reputation or good standing of the Society.
• A Member fails to pay his subscription for three consecutive years.

(b) Termination of a Corporate Membership shall only be decided at General Meeting by a majority of members present.

GENERAL MEETING

(a) The management of the Society is vested in a General Meeting of the members presided over by the President.

(b) The General Meeting shall be held at least once a year during the congress.

(c) The Secretary General shall be responsible for arrangement of the General Meeting. The agenda for the meeting shall be circulated at least eight weeks before the date of the meeting. The following points, among others, will be considered at the General Meeting:

• The annual report by the Secretary General
  
• The previous financial year's account by the Treasurer
  
• Where applicable, the election of office-bearers, Internal and External Auditors for the following term
  
• Decision on the venues of the future Congresses and Workshop
  
• Matters concerning Corporate Members

(d) At other times, an Extraordinary General Meeting must be called by the President on the request in writing and signed by not less than one-third of the total voting membership, and may be called at anytime by order of the Executive Committee. The notice in writing shall be given to the Secretary General setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within 4 weeks from receiving this request to convene the Extraordinary General Meeting.

(e) If the Executive Committee does not within 4 weeks after the date of the receipt of the written request proceed to convene an Extraordinary General Meeting, the members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten days' notice to voting members setting forth the business to be transacted and simultaneously posting the agenda on the Society's notice board.

(f) At least eight weeks' notice shall be given of a General Meeting and at least four weeks notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary General to all voting members. The particulars of the agenda shall be posted on the Society's notice board four days in advance of the meeting.

(g) Unless otherwise stated in this Constitution, voting by proxy is allowed at all General Meetings.

(h) Any member who wishes to place an item on the agenda of a General Meeting may do so provided he gives notice to the Secretary General four weeks before the meeting is due to be held.

(i) At least one-third of the total voting membership present at a General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum.

(j) 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 of the existing Constitution.

MANAGEMENT AND EXECUTIVE COMMITTEE

(a) The administration of the Society shall be entrusted to an Executive Committee consisting of the following to be elected at General Meeting: the President, the Past-President, Secretary General, Joint Secretary (Assistant Secretary), Treasurer and 2 Ordinary Executive Committee Members, who are Full Members. Two Representatives of the Corporate Members can be members-at-large without vote.

(b) Names for the above offices except the Past President shall be proposed and seconded at the General Meeting (exception for corporate members' representative) and election will follow on a simple majority vote of the members. The term of office of the Executive Committee is two years. All office-bearers may be re-elected to the same or related post for a consecutive term of office provided that the President, Secretary General and Treasurer shall not hold office for more than 4 consecutive years.

(c) Election will be either by show of hands or, subject to the agreement of the majority of the voting members present by a secret ballot.

(d) The Executive Committee may co-opt into the Executive Committee not more than 3 members who, in their opinion, may be useful in the management of the Society. Co-opted members will have no voting right in the executive committee meetings.

(e) All the Past-Presidents will be Trustees who will support review and propose to the Executive Committee office new proposal coming from Members. This number should not be more than four. On addition of the fifth member, the first will automatically retire.

(f) The Executive Committee shall meet at least once a year and at such times as deemed necessary by the President for the conduct of the Society's business. Notice of the meeting shall not be less than eight weeks.

(g) Any member of the Executive Committee absenting himself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Executive Committee and a successor may be co-opted by the Executive Committee to serve until the next General Meeting. Any changes in the Executive Committee shall be notified to the Registrar of Societies within two weeks of the change.

(h) The Executive Committee would sponsor, delegate and appoint representatives to international conferences, congresses and meetings.

(i) The Executive Committee may, at any time, in any form or manner, and for any amount, raise or borrow, for the purposes of the Society, any sums of money in such manner as they think fit. However, the Executive Committee shall not incur any liability or otherwise, on behalf of its members, beyond the net asset value of the Society.

(j) The Executive Committee may appoint any member of the Society as a member of a sub-committee as may be deemed necessary for the management of the Society and confer to him such powers and duties as the Executive Committee may decide.

(k) The Executive Committee may at its discretion, issue statements to the press or grant interviews on matters pertaining to the Society. No individual member of the Society shall, except with the approval of the Executive Committee, release statements or grant interviews on behalf of the Society.

(l) The Executive Committee shall be responsible to convene General Meetings and/or Extraordinary General Meetings as the circumstances deem necessary and in compliance with the other provisions of this Constitution.

(m) The duties of the Executive Committee are to organize and supervise the daily activities of the Society and to make decisions on matters affecting its running when the General Meeting is not sitting. It may not act contrary to the expressed wishes of the General Meeting without prior reference to it and must always remain subordinate to the General Meetings.

(n) The Executive Committee may co-opt into the Executive Committee not more than 3 members who, in their opinion, may be useful in the management of the Society.

(o) Decisions within the Executive Committee at all meetings should be by a simple majority. In the event of a tie, the President will have the deciding vote.

(p) The Executive Committee and the Society would raise funds from sponsorship of companies in the medical field or other charitable organizations.

(q) The Executive Committee has power to authorize the expenditure of a sum not exceeding US$10,000 per month from the Society's funds for the Society's purposes.

(r) The Executive Committee in agreement with the Organizing Committee of the Annual Meeting will define a percentage of the profit, not less than 20%, as profit for the Society to support the Annual Congress. In any educational activities sponsored or supported by the Society a co-participation can be requested

DUTIES OF OFFICE BEARERS

(a) The President shall preside at all General and Executive Committee Meetings. He shall also represent the Society in its dealings with outside persons or organizations.

(b) The out-going President will remain as an ex-officio member of the incoming Executive Committee for two years.

(c) The President shall have a casting vote in addition to his own vote in the event of a tie.

(d) The President-Elect shall act on behalf of the President in his absence.

(e) The Secretary General shall keep all records, except financial, of the Society and shall be responsible for their correctness. He will keep minutes of all General and Committee Meetings and maintain an up-to-date Register of Member at all times.

(f) The Treasurer shall only be a Full Member. He shall keep all funds and collect and disburse all monies on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for their correctness. Cheques, etc. for withdrawal from the bank will be signed by the President or Secretary General in addition to the Treasurer. The Treasurer is authorized to expend up to US$1,000 per month for petty expenses on behalf of the Society. He will not keep more than US$1,000 in the form of cash and money in excess of this will be deposited in a bank to be named by the Executive Committee.

(g) Ordinary Executive Committee Members shall assist in the general administration of the Society and contribute to the management of the Society.

AUDIT
Two Full Members, not being members of the Executive Committee, shall be elected as Internal Auditors at General Meeting and will hold office for not more than four consecutive years. They will be required to audit each financial year's account and present a report upon them to the General Meeting. They may be required by the President to audit the Society's accounts for any period within their tenure of office at any date and make a report to the Committee. The financial year of the Society shall be from 1st March to end February. The account of the Society would be submitted yearly to the Inland Revenue Authority of Singapore by the Executive Committee. A firm of Certified Public Accountants would also be appointed as External Auditors at the Annual General Meeting for a term of one year and shall be eligible for reappointment.

TRUSTEES

(a) The Past-Presidents will be inducted as a Trustee of the Society after approval from the Executive Committee Members during the meeting.

(b) The trustees of the Society shall:

• All the Past-Presidents will be inducted as Trustee on approval of the executive committee.
  
• Not be more than five.
  
• Trustee may be nominated by the executive member in case they find a suitable person provided there is any vacancy.
  When the sixth Trustee is inducted the first Trustee will automatically retire.

(c) The office of the trustee shall be vacated:

• If the trustee dies or becomes a lunatic or of unsound mind.
  
• If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee.
  
• If he submits notice of resignation from his trusteeship.
  If his / her conduct is not in accordance with the working of the Society.
  When the sixth Trustee is inducted the first Trustee will automatically retire.

(d) 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 outgoing trustee The result of such General Meeting shall then be notified to the Registrar of Societies.

PROHIBITIONS

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

(b) The Society 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 Singapore.

(c) The Society shall not hold any lottery, whether confined to its members or not, in the name of the Society or its Office-Bearers, Executive Committee or members unless with the prior approval from the relevant authorities.

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

(e) 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 forbidden on the Society's premises. The introduction of materials for gambling or drug taking and of bad character into the premises is prohibited.

(f) The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Head, Licensing Division, Singapore Police Force and other relevant authorities.

(g) The Society shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or services, which adversely affects consumer interests.

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

AMENDMENT OF RULES
No alteration or addition/deletion to this Constitution shall be made except at a General Meeting and with the consent of at least two-thirds of the total voting membership of the Society present at the General Meeting and they shall not come into force without the prior approval of the Registrar of Societies.

DISPUTES
In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.

DISSOLUTION

(a) The Society shall not be dissolved except with the consent of not less than two-thirds of the total voting membership of the Society expressed, either in person or by proxy, at a General Meeting convened for the purpose.

(b) In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds donated to charitable organizations which are registered under the Charities Act as the members of the Society may determine.

(c) A Certificate of Dissolution shall be given within 7 days of the dissolution to the Registrar of Societies.