AQSC Articles By Laws - 7

Article 1: Name & Office

1:1 Name :

The Consortium shall be known as ‘ASIAN QUALITY SERVICES CONSORTIUM” (Hereinafter referred to as AQSC)

1.2: Principal Officer:

The Chief of the Consortium shall be designated as Chairman and he / she shall be selected / nominated in the Annual General Meeting (AGM). Two Directors also shall be selected and the Chairman with the Two Directors shall constitute the Board of Directors.

The Chairman & two Directors term shall be three years. To maintain the continuity, at least one of these Board members shall be re-elected for the next term.

Every three years a new Chairman shall be selected from the past or present Directors.

The Principal working office of the Consortium shall be the Office of the Chairman of the Consortium from time to time.

1.3: Non-Profit Status:

The Consortium shall be a Non-Profit Organization and any expenses to be met could be on contributory basis from the members.

1.4: Registration of Consortium:

The organization shall be registered in Hong Kong, where one of the members has accessibility to work on that.

Article 2: Membership

2.1 Member of the Consortium shall be any Company (whether corporation, private limited or partnership company whose interest or objective involves independent inspection of projects and products, testing, expediting, damage control and evaluation, FOG, supervision of loading / unloading quality and quantity estimation, Warehouse management and stock damage & loss control and related services) and shall be admitted to the Consortium according to Application Form/Procedure with a final determination from the Board of Directors. Prior to admission the Board at their discretion can circulate the details of the prospective member to all the existing members for their feedback.

The member company shall be represented by a duly authorized person from the Company. Authorization shall be from Member Company Board or CEO.

2.2 Deprivation or suspension of Membership:

A member may be deprived of its membership or be suspended as a member for cause by a majority of the voting members represented and/or voting at a duly held meeting at which a quorum is present. Minimum 50% of members presence is required for the quorum and simple majority is required to pass a suspension of a member. The proceeding can be either through correspondence or conducting a meeting for that purpose.

No suspension of a membership shall be effective unless:

a) The member is given notice of the proposed deprivation or suspension of membership by the Board of Directors.

b) Such notice is delivered personally or by 1st class or registered mail sent to the last address of the member shown on the Consortium record.

c) Such notice is given at least fifteen days prior to the effective date of the proposed deprivation or suspension of membership.

d) The member shall be given the opportunity to be heard by the Board either orally or in writing not less than 5 days before the effective date of the proposed suspension. The Board should then inform all the members of the proceedings together with Board decision and/or suggestion.

2.3 Resignation by a member:

A member may resign as a member at any time. Membership in the Consortium may not be assigned without the written approval of the Consortium and any purported assignment without such written approval shall be null and void.

2.4 Membership book:

The name and address of each member shall be contained in a membership book to be maintained at the Principal Office of the Consortium. Termination of any membership shall be recorded in the book together with the date of such termination.

2.5 Membership Application:

a) New Member can be introduced from at least one existing Consortium Member, or submit its Application directly to the Board of Directors for entrance approval. A member can apply for admitting one or more associate members by submitting the application for the same in the prescribed form to the Board. Associate member is a member from the same organization which operates in other countries on the same title and style as that of the main office (HO).

Associate member will have the voting rights and shall receive the publications and correspondence as entitled like any other member as and when issued.

The application form shall be obtained from the consortium office.

b) Application Form is as shown Annex A.

c) Board of Director needs to make a formal conclusion within one month time after receiving the Application.

d) Any new application for membership from the existing member Country should be through invitation from the existing member. In case a direct application is received from the existing member Country to AQSC, the same shall be referred to the existing member of the Country for his opinion. The new member admission matter is to be read, understood and acted up on in conjunction with item No.10 of General Requirements of "By-Laws".

e) If the Existing Member in the Country of applying member has a negative acceptance, the Existing Member needs address the reasons or conflict points to the Board of Directors for further evaluation, or seeking for a vote from all members for final conclusion.

f) Board of Director will issue the updated Member Book if there is any new Member joins.

2.6 Levy of membership dues / fee:

To establish and maintain the Consortium certain expenses are inevitable. To meet these expenses, the following schedule of fee shall be adopted till such time a change of the fee schedule is passed from an AGM/SGM.

Entrance Fee

                 Existing Member                       US$2,000

                 Existing Associate member    US$1,000

                 New Member                              US$3,000

                 New Associate membe            US$1,5000

                 Annual maintenance Fee         US$200 or as advised by BOD from time to time

Note: Any fee paid is non-refundable.

Dues shall be paid within 45 days of receiving of demand notice from AQSC. Delayed payment shall subject penal interests of 24% per annum.

No-payment of dues shall result in loss of voting power and incur the membership decline as per the BOD decision.

All members shall pay these dues without fail and Board will maintain the books of account and will be available for any members to see with prior request to the Board.

In case of additional requirement of funds in extreme urgency, Board can raise the funds through a circular to all the members giving the details of the fund requirement.

Up to US$ 2000/- the Board is authorized to spend for the Consortium requirements. Any amount more than US$ 2000/- Board should get permission from the AGM/SGM or by corresponding through e-mails depending upon the urgency of the matter through simple majority. Non-response by any members to such notice within one week time then will be taken as their consent or considered positive.

Article 3: Rights & Responsibilities

3.1 Voting members:

All Consortium members including associate members and nominees shall have voting rights, one vote per entity. The member of an entity attending along with voting member shall not be eligible to vote.

3.2 Meeting requested from Board of Directors:

Special meeting of the voting members shall be held as required and designated by Board of Directors with suggested meeting place and time in case of emergency or Business exigency.

3.3 Annual Meeting:

Annual meeting of AQSC shall be held annually by the Members rotating under an alphabetic sequence of Members’ Country name. And it should be concluded at end of each annual meeting.

3.4 Notice of Meeting / Reports:

Written notice of Annual Meetings shall be given not more than 90 days and not less than 30 days. Such notices shall be given by 1st class mail or by other means of communication addressed to the member. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

The Notice shall state the place, the date and time, board agenda with time for any other matter which not specified in the agenda.

3.5 Adjournment of Meeting:

Minimum quorum requirement of AGM/SGM shall be 33.3% of presence of the voting members. If the quorum is not present at the scheduled time, the meeting may be adjourned for max. 15 minutes and meeting shall be conducted whether or not the quorum is present.

Article 4. Directors

4.1 Power:

One individual Director shall act only as member of the Board of Directors and Directors have no power as such. All Consortium powers shall be exercised by or under the direction of, and the business and affairs of the Consortium shall be managed by the Board of Directors.

4.2 No. of Directors:

One Chairman and Two Directors.

4.3 Election, Term of Office, Qualification:

A full fledged member of AQSC is qualified to take up the office of Chairman / Directors.

The term of the Chairman and Directors shall be 3 years. The member shall express themselves in the annual meeting their willingness to serve in that position for 3 years and the election shall be conducted in the annual meeting.

One alternate director can designate one of the directors as Alternate Chairman who will conduct the meeting in the Chairman's absence.

4.4 Resignation:

A Chairman may resign at any time by giving written notice to the Board of Directors. Such resignation shall be effective from the date and time specified in the notice of the resignation and is not effective upon receipt of the notice. The Consortium must accept effective date specified. If the resignation is effective at a future date a successor may be elected to take office when the resignation becomes effective.

If a Director expresses his desire to resign from the Board, a new Director shall be co-opted by the Board for the rest of the period of the term of the Director or till the next AGM whichever is earlier. In the AGM the changes shall be addressed either by regular meeting by consensus or by conducting new election.

4.5 Removal:

The Board of Directors may declare vacant the office of a Chairman who has been declared of unsound mind by a final order of court, or convicted of a felony. In addition the Board of Directors may at their discretion declare vacant the office Chairman who has failed to attend or be represented by their alternate at three regular scheduled meetings.

This is applicable to the membership also.

If a member/entity brings disrepute by his conduct of business to the Consortium the matter shall be brought to the board and a decision on continuation of his membership can be taken and circulated to all members and a consensus decision can be taken to cancel the membership appropriately.

Article 5: Seal and Fiscal Year:

5.1 Seal:

The BOD may adopt a Consortium seal which shall be in the form of a circle and shall bear the full name of Consortium and year of incorporation.

5.2 Fiscal Year:

The fiscal year of the Consortium shall be determined as January to December and may be changed by resolution of the AGM.

Article Article 6: Books and Records

6.1 Consortium shall keep adequate and correct books and records of accounts, minutes and proceedings of the voting members and Board of Directors and a record of the members giving their names and addresses.

6.2 Forms of Records:

Minutes shall be kept in written form. Books and records shall be kept either in written form or in any other form capable of being converted into written form.

6.3 Maintenance of Books:

The books and records shall be maintained by the Chairman and shall be transferred / handed over to the next Chairman as and when change of guard takes place.

Article 7: Amendments:

By laws may be adopted amended or repealed by the affirmative vote of a majority of the voters of the members represented and voting at a duly held meeting at which a quorum of minimum 60% of members present.

7.2 By laws may be altered, amended or repealed without meeting of the voting members provided the Chairman mails a written ballot setting forth the proposed revision to each member. Such ballots must be given at least 30 days for voting members to respond and action may be taken.

The amendment shall be amended or repealed subject to:

The number of votes cast by ballot within the time period specified in the ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.

The number of approvals equals or exceeds the number of vote that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Any modification to by-laws enacted by the Board of Directors may be amended or set aside by the voting members and the Board of Directors shall not have any power to re-enact modifications to the by-laws where such modifications have been amended or set aside by the voting members.

Article 8: Attachments:

Annex 1: Application Form

Annex 2: Meeting Minutes Guideline

Annex 3: Members Book


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