THE CONSTITUTION OF THE ASIAGRAPHICS ASSOCIATION

Contents

I. Name - Purpose - Duration - Seat

Article 1

1.1 Under the name of Asian Association for Computer Graphics and Interactive Technology (Asiagraphics), a non-profit association has been organized and incorporated; it is governed by Article 7 and the following articles of the Hong Kong Civil Code, and by the present Constitution.

1.2 Its duration shall not be limited.

1.3 Its seat is in Hong Kong, China.

Article 2

2.1 The purpose of the Association is and shall be to contribute to and promote the advancement of computer graphics and interactive technology, primarily in Asia, by all suitable means, and in particular:

(a) by providing a forum for the discussion of subjects of common interest;

(b) by providing means whereby action can be taken on those matters which it appears desirable to handle on the international level;

(c) by establishing relations with other similar associations national or international;

(d) by inviting, receiving, hearing and publishing communications relating to the science, teaching, applications or use of computer graphics and interactive technology.

2.2 In order to fulfil its purpose, the Association shall act either directly or through its members or through groupings created by its members either on a subject or national basis.

II. Membership

Article 3

The membership of the Association shall consist of Ordinary Members, Institutional Members, Fellows, Student Members and Honorary Members.

Article 4

4.1 Individuals with an interest in computer graphics and interactive technology may become Ordinary Members.

4.2 Organizations which make a significant contribution to computer graphics and interactive technology may become Institutional Members. Institutional Members are represented by their contact persons who shall be treated as Ordinary Members.

4.3 Only such individuals as have made a significant contribution to the advancement of computer graphics and interactive technology by independent original research, or have rendered some other special service to the Association may be elected to Fellowship.

4.4 Individuals who are in full-time education may become Student Members.

4.5 The Association may also admit Honorary Members.

4.6 Members are divided into two categories: Corporate Members and Non-Corporate Members. Ordinary Members, Student Members, Fellows and contact persons for Institutional Members are Corporate Members. Honorary Members are Non-Corporate Members.

Article 5

5.1 Individuals applying for Ordinary Membership shall do so on the standard application form. They shall accompany their applications by such documentation as the Executive Committee shall require. Admission to Ordinary Membership shall be decided by the Executive Committee. Ordinary Membership is not transferable.

5.2 Organizations eligible for Institutional Membership shall accompany their applications by such documentation as the Executive Committee shall require. Admission to Institutional Membership shall be decided by the Executive Committee.

5.3 Fellows are nominated by existing Fellows and approved by the Executive Committee.

5.4 Individuals applying for Student Membership shall do so on the standard application form. They shall accompany their applications by such documentation as the Executive Committee shall require. Admission to Student Membership shall be decided by the Executive Committee. A Student Membership shall be of limited duration and shall be terminated at the end of his/her full time education. An individual whose membership is so-terminated, shall be invited to apply for Ordinary Membership.

5.5 Honorary Members shall have the right to attend meetings and subscribe to the publications of the Association. Honorary membership should be conferred to those who have made significant contributions to the advancement of the association. Admission to Honorary Membership shall be decided by the Executive Committee. The total number of Honorary Members at any one time shall not exceed a number to be decided by the Executive Committee.

5.6 Corporate Members have the right to vote and shall be eligible for service as Executives. Non-Corporate Members shall not have the right to vote and shall not be eligible for service as Executives.

5.7 Members who are elected or admitted shall be informed by the Secretary of their election or admission and shall receive from the Secretary copies of the relevant documents. No election of Fellows or admission of Members shall become effective until the relevant fees have been paid.

5.8 Institutional Members may nominate a number of contact persons who shall be treated as Ordinary Members of the Association. The nominations may
be changed from time to time as notified in writing to the Secretary. The number of such nominations is dependent on the fee payable.

5.9 The benefits for institutional members will be decided by the Executive Committee.

5.10 Annual membership fees shall be due on 1 January.

5.11 Expulsion of a member shall be decided by the Executive Committee. The Chair shall present to the Executive Committee a full report on the reasons for the proposed expulsion before the matter is considered by the Executive Committee.

5.12 All matters of doubt or difficulty relating to membership shall be decided by the Executive Committee.

5.13 Membership of the Association implies strict adherence to the Constitution and to any lawful decision made or to be made by the organs or officers of the Association.

5.14 Membership may be terminated by resignation.

Article 6

Members as defined in Article 3 are not personally liable for the debts and liabilities of the Association, which is only liable to the extent of its assets.

III. Officers and Organization

Article 7

The organs of the Association are:

(a) the General Assembly;

(b) the Officers of the Association;

(c) the Executive Committee;

(d) the Executive Board;

(e) the Auditors.

A) General Assembly

Article 8

8.1 The General Assembly is the supreme authority of the organization.

8.2 All members of the Association are entitled to attend the General Assembly.

8.3 The General Assembly has all such powers as have not been conferred upon another organ under the present Constitution.

8.4 It is summoned in ordinary or extraordinary session by the Executive Committee, at the date and place fixed by it, and also upon a written request of at least one fifth of the Corporate Members.

8.5 The summons or, in the last-named case, the written request, must indicate precisely the agenda or the items which should be discussed.

8.6 The General Assembly has in particular the following powers and duties:

(a) to adopt or modify the Constitution;

(b) to elect and dismiss Executives and the Auditors;

(c) fix the annual dues recommended by the Executive Committee;

(d) approve the proposal by the Executive Committee on region partition for election of Executives and the minimum number of Executives from each region;

(e) to consider reports submitted to it and approve the accounts;

(f) to approve the programme of work as defined by the Executive Committee.

Article 9

9.1 Every Corporate Member present at a General Assembly shall be entitled to one vote in the decisions. Corporate Members who do not attend shall have the right to submit a vote by proxy to be cast by the Chair on their behalf.

9.2 A General Assembly may in an ordinary session decide only upon agenda items for which six weeks notice has been given to all Corporate Members. They shall receive notice of the date and the venue and a preliminary agenda three months prior to the session. An ordinary Annual General Assembly shall be held once each year at such time and at such place as may be prescribed by a resolution of the Executive Committee. Normally this meeting should take place at the annual Pacific Graphics Conference (so long as such exists), or some other gathering of the Association.

9.3 The Chair or, failing the Chair, one of the Vice-Chairs shall chair every General Assembly: providing that, if after thirty minutes from the time appointed for holding any Meeting such Officers be absent, or being present, decline to act as Chair of the General Assembly, an Executive chosen by the members of the Executive Committee present shall be Chair of such Meeting.

Article 10

10.1 All decisions within the powers of the General Assembly, with the exception of decisions relating to winding up, may be made by a ballot.

10.2 Ballots may be conducted by means approved by the General Assembly.

10.3 When electronic balloting is available, a postal ballot form shall be provided as an alternative. A member shall vote either by returning the postal ballot form or through the electronic ballot system, but not both.

10.4 Balloting shall permit the identity of the voter to be verified by means approved by the Executive Committee. Ballots shall be delivered to the Secretary or such other recipient as specified by the Executive Committee, to be received by the date specified by the Executive Committee.

10.5 An approved electronic ballot system shall maintain an audit trail of members voting in a ballot, accessible to the Scrutineers of the ballot.

10.6 Ballots shall be verified by two or more Scrutineers nominated by the Executive Committee.

10.7 The ballot or vote of any Corporate Member who is in arrears with any sum payable by him to the Association shall be invalid and shall be disallowed.

10.8 When a ballot is held, the result is valid only if at least 20% of the total Corporate Membership return valid votes.

10.9 If the necessary number of valid votes to constitute a valid ballot is not returned, the resolution may be put to a further ballot, or become an agenda item at a General Assembly.

B) The Officers

Article 11

11.1 The Officers of the Association shall be:

(a) Honorary Officers: A Chair and 2 to 5 Vice-Chairs.

(b) Administrative Officers: A Secretary and Treasurer.

(c) Immediate Past Chair.

(d) Chair Elect.

11.2 The Honorary Officers shall be Executives (as defined in Article 13.2(a)) at the time of their appointment.

11.3 The Administrative Officers shall be Corporate Members of the Association, not necessarily Executives. The Immediate Past Chair must still be a Corporate Member of the Association.

11.4 The term of office of the Honorary Officers shall be 2 years, commencing 1st January.

11.5 The term of office of the Administrative Officers shall be 2 year, commencing 1st January.

11.6 The term of office of the Immediate Past Chair shall be 1 year, commencing from the date when his or her Chairship ceases.

11.7 The term of office of Chair Elect shall be one year, commencing from the date one year before he/she takes the office.

11.8 The Honorary Officers and Administrative Officers of the Association shall be appointed by the Executive Committee at a meeting in the year before they take office.

11.9 Any Officer may resign by sending a resignation to the Executive Committee, and on its acceptance by the Executive Committee he or she shall vacate the Office. An Officer may resign the Office whilst remaining an Executive.

11.10 Any vacancy in the Officers occurring between two Annual General Assemblies, owing to death, resignation, removal or otherwise shall be filled as follows:

(a) If among the Honorary Officers, by the election by the Executive Committee of an Executive.

(b) If among the Administrative Officers, by the election by the Executive Committee of any Corporate Member.

(c) when an election is made by the Executive Committee under this Rule, the election shall be at a meeting of the Executive Committee summoned with notice of that object.

(d) any person elected in this way shall retain the office so long only as the vacating officer would have retained the same if no vacancy had occurred, but shall then be eligible for re-election to that office for the full period for which a newly elected Officer would be so eligible.

11.11 An Officer shall ipso facto, vacate the office if the Officer:

(a) ceases for any reason to be a Corporate Member of the Association, or

(b) be declared by resolution of the Executive Committee to have failed, or to be unable, to fulfill the proper functions as an Officer through inadequate attendance at meetings or insufficient attention to other duties.

(c) The Officer whom it is proposed to remove must first have an opportunity of being heard.

11.12 Any Officer may be removed from the office by a resolution of the corporate members for that purpose, and in the case of such resolution the following provisions shall apply:

(a) The Officer whom it is proposed to remove must first have an opportunity of being heard.

(b) Not less than two-thirds of the Corporate Members voting are in favour of the resolution.

11.13 Officers are eligible for re-election.

Article 12

The Association is bound by the signature of its Chair or, should the Chair be prevented from signing, of one of the two Vice-Chairs together with the signature of another Executive.

C) The Executive Committee

Article 13

13.1 The Executive Committee shall consist of:

(a) Executives: a minimum of 16 to a maximum of 28 (or such other number being a multiple of 4 as a General Assembly may from time to time determine) Corporate Members of the Asiagraphics Association elected by the General Assembly.

(b) Officers: as defined under Article 11.1;

(c) Annual Event Chairs: up to three additional members of Asiagraphics who are the chairs of the organising committees of Asiagraphics annual events. Each shall be appointed to serve for a period of three years, commencing in the year before the year in which the event for which they are responsible takes places. These members shall be appointed by the Executive Committee.

(d) Coopted Members: the Executive Committee is empowered to coopt a limited number of extra Corporate Members in connection with specific tasks or duties, for periods of time commensurate with those tasks or duties.

13.3 Only Executives are voting members of the Executive Committee.

13.4 A quorum of the Executive Committee shall be eight Executives.

13.5 The Chair or, failing the Chair, one of the Vice-Chairs shall chair every Executive Committee meeting: providing that, if after thirty minutes from the time appointed for holding any Meeting all such Officers be absent, or being present, decline to act as Chair of the Executive Committee, an Executive chosen by the members of the Executive Committee present shall be Chair of such Meeting.

13.6 All decisions of the Executive Committee shall be by a simple majority of those present and voting. In case the vote is a tie, the Chair shall have a second or casting vote.

13.7 The Executive Committee may also hold its voting by email or other electronic means.

13.8 The Executive Committee shall meet not less than once a year.

Article 14

14.1 The Executive Committee governs and represents the Association and shall have general charge of all matters of interest to the Association.

14.2 In particular the Executive Committee is empowered to:

(a) plan and organize activities and the programme of work of the Association to fulfil its purpose;

(b) administer the assets and property of the Association;

(c) summon the General Assembly;

(d) organize ballots and consultations by post or electronically;

(e) devise and approve an electronic ballot system;

(f) organise and supervise subject and national groupings entrusted with specific tasks within the general framework of the Association;

(g) appoint delegates to represent the Association at meetings;

(h) implement decisions of the General Assembly;

(i) present to the General Assembly annual and other reports, including a financial report and the associated auditor's report;

(j) keep a register of members of the Association;

(k) decide to terminate a membership;

(l) accept donations to the Association.

Article 15

15.1 Executives shall be eligible for re-election.

15.2 One fourth of the Executives shall be elected each year.

15.3 Executives shall be elected for a period of 4 years.

15.4 Executives shall take office on the next January 1 following the Annual General Assembly of the Association at which they are elected.

15.5 Any Executive may resign by sending a resignation to the Executive Committee.

15.6 Any vacancy in the Executives occurring between two Annual General Assemblies, owing to death, resignation, removal or otherwise shall be filled by the election by the Executive Committee of a Corporate Member, at a meeting of the Executive Committee summoned with notice of that objective. Any person elected in this way shall remain an Executive so long only as the original Executive would have remained the same if no vacancy had occurred, but shall then be eligible for re-election to Executive for the full period for which a newly elected Executive would be so eligible.

15.7 Any of the Executives shall ipso facto cease to be an Executive if he or she:

(a) ceases for any reason to be a Corporate Member of the Association, or

(b) be declared by resolution of the Executive Committee to have failed, or to be unable, to fulfill the proper functions as an Executive through inadequate attendance at meetings or insufficient attention to other duties.

(c) The Executive whom it is proposed to remove must first have an opportunity of being heard.

15.8 Any Executive may be removed by a resolution of the Corporate Members, and in the case of such resolution the following provisions shall apply:

(a) The Executive whom it is proposed to remove must first have an opportunity of being heard.

(b) Not less than two-thirds of the Corporate Members voting are in favour of the resolution.

Article 16

16.1 The Executives should include a minimum number of representatives from each of a number of regions agreed by the General Assembly, in so far as there are sufficient Corporate Members willing and eligible to act as regional representative Executives.

16.2 The positions of the Executive Committee beyond those needed to meet the minimum numbers of regional representatives are distributed to different regions in proportion to the numbers of Corporate Members in the regions.

16.3 Vacancies created by retiring Executives are divided into 'regional vacancies' and 'general vacancies'. If amongst the Executives not retiring in a particular year, there is not the minimum number of Executives representing a particular region, that region shall be deemed to have regional vacancies equal to the number required to make up the specified minimum number. The remaining vacancies shall be general vacancies.

16.4 Candidates for regional vacancies must have a permanent residence in that region on the closing date for nominations.

16.5 A Nominating Committee shall be established each year, consisting of three Executives appointed by the Executive Committee and three Corporate Members, who are not Executives, appointed by the General Assembly. Appointments shall be for a period of one year, and are renewable.

The Nominating Committee shall endeavour to procure nominations for a number of Corporate Members of the Association as candidates for election as Executives in place of those retiring. The target shall be at least two candidates for each vacancy, and should have due regard to the requirements for regional representation and representation of the various interests and branches of the subject of computer graphics and interactive technology.

16.6 Any five Corporate Members may nominate a Corporate Member as a candidate for election as an Executive but no Corporate Member shall nominate more than one such candidate at any particular election. Any such nominations shall be delivered to a person decided by the Executive Committee in the following form:

We, the undersigned, being Corporate Members of the Asian Association for Computer Graphics and Interactive Technology do hereby certify that A.B of (registered address) being a Corporate Member of this Association is, in our estimation, a fit and proper person to be an Executive of the Association, and we do hereby nominate him/her as a Candidate for election as such.

Any such nomination shall be accompanied by a statement by the candidate that he is willing to accept such nomination.

16.7 Only Corporate Members of the Association shall be eligible to be elected as an Executive.

16.8 For regional vacancies, if the number of eligible candidates nominated for election as Executives does not exceed the number of and the result shall be announced at the Annual General Assembly. Otherwise, eligible candidates shall be elected by ballot.

16.9 For general vacancies, any candidates not selected by the procedure in 16.8 as regional representatives will be considered as candidates for general representatives.

16.10 For general vacancies, if the number of candidates does not exceed the number of vacancies, the candidates shall be deemed to be elected and the result shall be announced at the Annual GeneralAssembly. Otherwise, candidates shall be elected by ballot.

16.11 A single ballot will be used to determine the both regional and general representatives.

Article 17

17.1 Whenever a ballot is necessary to determine the election of Executives, the Executive Committee shall send to every Corporate Member a ballot form containing the names of the candidates nominated for election. The ballot form shall indicate the regions in which each candidate is resident and the regions (if any) for which there are regional vacancies. Included with the ballot form shall be such particulars regarding the candidate's qualifications, occupation, and experience as the Executive Committee may from time to time direct, as well as a brief position statement from the candidate. This information shall also be made available at the same time through the Association's Web site.

17.2 Each Corporate Member wishing to vote shall record a vote as described in the instructions accompanying the ballot, provided that no Corporate Member shall vote for more candidates than the number of vacancies.

17.3 The Scrutineers of the ballot nominated by the Executive Committee shall neither be nominees nor nominators in the election as Executives.

17.4 The Report of the Scrutineers shall be presented to the Chair at the Annual General Assembly.

17.5 For each region with regional, the candidates resident in the region concerned with the greatest number of votes shall be elected.

17.6 If insufficient nominations are received for vacancies in a particular region, the unfilled positions shall remain open and the Executive Committee may appoint any Corporate Member resident in the region concerned, to fill such vacancies.

17.7 The general vacancies shall be filled by the remaining candidates (including those unsuccessful for the regional positions) with the greatest number of votes.

17.8 In all cases of equality of votes, the Chair shall have a second or casting vote.

17.9 If at any time after the ballot forms have been sent to Corporate Members, and before the dissolution of the Annual General Assembly, any candidate who would otherwise have been elected has died or has withdrawn his or her nomination or has in any way become ineligible for election as an Executive then the eligible candidate for that particular vacancy having the next greatest number of votes shall be elected or if there be no such candidate the Corporate Members present may nominate and elect any Corporate Member.

D) Executive Board

Article 18

18.1 The Officers defined in Article 11.1 shall constitute the Executive Board.

18.2 The Executive Committee may prescribe or authorize further officers of the Association. Their powers, duties, responsibilities, periods of office, and methods of appointment shall be determined by the Executive Committee.

18.3 The Executive Board is empowered to make decisions delegated to it by the Executive Committee. It shall report such decisions to a subsequent meeting of the Executive Committee.

E) Auditors

Article 19

19.1 The General Assembly shall appoint each year a firm of certified public accountants, who shall report on the accounts of the Association. The Officers, Executive and Members shall be required to cooperate with the auditors in any reasonable way requested to carry out the audit.

19.2 The auditors may be re-elected.

IV. Resources

Article 20

20.1 The income of the Association shall comprise:

(a) dues paid by members;

(b) gifts, bequests and legacies it may accept;

(c) subsidies or grants which may be awarded to it by public or private bodies;

(d) any other income which may derive from its own activities.

20.2 In order to fulfil its purpose and to secure its functioning, the Association may at all times constitute or organize separate or independent funds or bodies and give them an appropriate legal structure.

Article 21

The financial period shall be from 1 January to 31 December.

V. Amendments and Winding-up

Article 22

22.1 Any proposal of amendment of the Constitution shall be sent to all Corporate Members of the Association through the Secretary, at least three months before the meeting of the General Assembly which shall decide upon such a proposal. A proposal of amendment of the Constitution may also be made by mail or email under the rules defined in Article 10.

22.2 To be approved, any amendment of the Constitution shall require the favourable vote of two-thirds of the Corporate Members of the Association voting.

Article 23

23.1 The winding-up or merger of the Association may be decided only by an extraordinary session of the General Assembly, formally summoned for this reason.

23.2 The decision shall be valid if approved by two-thirds of all members of the Association present and voting.

Article 24

In the event of the Association being wound up, the assets remaining after discharge of all debts shall be transferred to a body or bodies having aims similar to those of the Association, as determined by the Executive Committee.

VI. Resolution of Disputes

Article 25

All disputes arising in connection with the Association, including members or organs of the Association, shall be submitted to the Courts of Hong Kong.

Last revised on May 30, 2022.