Article 1: Name
This Society shall be known as “The Asian Society of International Law” (hereinafter referred to as “the Society”). Its abbreviated name shall be AsianSIL.
Article 2: Objectives
The Society is an international non-partisan, non-profit and non-governmental organization with the following objectives:
(a) To promote research, education and practice of international law by serving as a centre of activities among international law scholars and practitioners in Asia and elsewhere, in a spirit of partnership with other relevant international, regional and national societies and organizations;
(b) To foster and encourage Asian perspectives of international law; and
(c) To promote awareness of and respect for international law in Asia.
Article 3: Functions
The Society shall endeavour to achieve its objectives by, inter alia:
(a) organizing conferences, regional and subregional seminars, workshops and other meetings;
(b) undertaking publications for the Society, including the proceedings of conferences organized by the Society; and
(c) collecting and disseminating information relating to research, academic activities and other developments relevant to Asia in the field of international law.
Article 4: Membership
1. Any person who has an interest in and respect for international law and supports the objectives of the Society may be eligible for membership of the Society.
2. The Society has individual members, honorary members and institutional members.
(a) An individual member is a natural person who meets the criteria of paragraph 1, has been admitted by the Executive Council (hereinafter referred to as “Council”) and has paid the membership fee.
(b) An honorary member is a natural person who has rendered distinguished service to the cause which the Society is formed to promote and, upon nomination of the Council, has been elected for life by the Society. Honorary members shall have all the privileges of individual members without paying the membership fee.
(c) An institutional member is a corporation, partnership, association or other organization which meets the criteria of paragraph 1, has been admitted by the Council and has paid the minimum membership fee for institutional membership. Each institutional member shall be represented by one natural person, who shall participate as an individual member. Institutional members which are national societies/associations of international law may be represented by more than one natural person who shall participate as individual members. The number of natural persons shall be determined by the annual fee paid by the national society in the year in question in proportion to the fee payable by an individual member under paragraph 2(a).
(d) The Council may establish additional categories of membership upon such terms and with such fees as it shall determine.
3. The Secretariat shall maintain a register in which the names and addresses of all members shall be listed.
Article 5: Patrons of the Society
1. Any individual or institutional member donating to the Society an amount to be determined by the Council may be named as a patron of the Society.
2. A patron of the Society is entitled to all the rights and privileges of membership in the Society during his/her/its life.
Article 6: Admission
Upon the submission of an applicant for membership to the Society, the Council shall decide on the admission of the applicant in accordance with the present Constitution.
Article 7: Suspension and Termination of Membership
1. Membership shall terminate as a result of:
(a) Death or dissolution of that member;
(c) Failure to pay the annual membership fee for more than two years, unless there are special circumstances recognized by the Council; or
(d) Disqualification by the Council on the ground that the member has acted in a manner contrary to the objectives of the Society.
2. When membership terminates in the course of the Society’s year, any annual fees due shall remain due in full.
Article 8: Annual Membership Fee
Annual membership fee for each category of members shall be determined by the Council, having due regard to the income levels across the Asian region and elsewhere.
Article 9: Executive Council
1. The Council shall have the power to make decisions concerning the management of the Society except as otherwise specifically provided in this Constitution.
2. The Council shall consist of not less than fifteen and not more than thirty members, or such number of members as determined by the Council to ensure the wide and equitable geographical representation at the Council, but no more than three of whom may be nationals of the same country. The term of the Council shall correspond to the time period elapsed between two consecutive biennial General Meetings, with the maximum term of any Council being two years and six months. No member may serve on the Council for more than four consecutive terms.
3. Save for the position of the Immediate Past President, candidates for membership in the Council shall be elected through a three-step procedure. (i) Upon advice by the Secretariat that nominations to the Executive Council are sought, members may submit to the Secretariat at least thirty days in advance of the regular General Meeting a nomination form signed by two or more members of the Society including members of at least two nationalities. (ii) The Council shall consider the nominations and recommend a slate of candidates to the General Meeting. (iii) Members of the Council shall be elected by a majority of the members of the Society voting. In electing the members of the Council, arrangements should be made so that the composition of the Council will meet the need for equitable geographical representation.
4. The Council shall have the power to fill vacancies in its membership occasioned by death, resignation or for other causes by appointing an eligible person by a majority vote of its members as provided under paragraph 6 below. Such an appointee shall hold office until the expiry of the term of office of his/her predecessor, and shall be eligible for reelection as provided under paragraph 3 above.
5. The Council shall meet simultaneously with the General Meeting or on the call of the President. In the latter case, at least thirty days’ notice of a special meeting shall be given to members of the Council. Including this, it shall meet at least once a year.
6. Decisions of the Council shall be taken by a majority of the members present and voting. The quorum for a decision is one half of the membership. The President or any other member of the Council chairing Council meetings shall have the casting vote. Nothing in this Article shall preclude decisions taken by circulation in electronic or other form.
7. The minutes of each Council meeting shall be drawn up by the Secretary and be approved and signed by the Chair of the meeting.
8. The Council may adopt by-laws to implement the Constitution of the Society or to regulate matters not specifically provided in this Constitution.
Article 10: Advisory Council
1. The Society shall have an Advisory Council to assist and advise the Council and the General Meeting in promoting the objectives of the Society.
2. The Advisory Council shall consist of not less than fifteen and not more than thirty members or such number of members as determined by the Council to ensure the wide and equitable geographical representation at the Council, but no more than three of whom may be nationals of the same country.
3. Members of the Advisory Council shall be entitled to:
(a) attend the meetings of the Council and the General Meeting as observers;
(b) refer questions to the Council and the General Meeting for their consideration; and
(c) advise on queries raised by the Council or the General Meeting to the Advisory Council.
Article 11: General Meeting
1. The General Meeting shall have, inter alia, the following tasks and functions:
(a) To adopt and make amendments to the Constitution of the Society, having due regard to the opinion and advice of the Council;
(b) To receive and consider reports from the Council on the activities of the Society;
(c) To discuss general policy direction and activities of the Society in general; and
(d) To receive and consider the balance sheet and explanatory notes thereto from the Treasurer.
2. The Society shall hold a General Meeting of all members at least once in every second calendar year and at other times as determined by the Council. The general meetings shall be chaired by the President of the Council or another member of the Council to be the Vice-President or other person designated by the President.
3. The date and the location of the General Meeting shall be determined by the Council. In determining them, the Council should take into account the date and location of a regular General Meeting organized by the Society.
4. All members shall be entitled to attend the General Meeting.
5. Each and every individual and honorary member of the Society whose membership is in good standing shall have the right to cast one single vote.
6. A member may cast a vote by entrusting a written proxy to the Council or a fellow member. A member may act as proxy on behalf of a maximum of three other members.
7. Where the Constitution does not provide otherwise, decisions of the General Meeting shall be taken by a majority of the individual and honorary members voting. Unless the Constitution provides otherwise, valid decisions can be reached by the General Meeting only when at least one seventh of the individual and honorary members are present or represented at the meeting.
8. The minutes of each General Meeting shall be drawn up by the Secretary-General and be approved and signed by the Chair of the meeting.
Article 12: Officers of the Society
1. A President, one or more Vice-President(s), Secretary General and a Treasurer of the Society shall be elected by a vote of the Council from among its members. The President, the Immediate Past President (who shall automatically be a member of the Council), the Vice-President(s), the Secretary, the Treasurer and other members of the Council to be designated by the President shall form the Steering Committee of the Society.
2. All elected positions shall be for a two-year term or such period as elapses between biennial meetings. No member may serve as President for more than single term.
3. The President shall chair the Council and the General Meeting of the Society. In the absence of the President, these duties shall devolve upon one of the Vice-Presidents or any other member of the Council to be designated by the President.
Article 13: Corporate Secretariat
1. The Society shall be incorporated as a company limited by guarantee under the laws of Singapore and shall have its registered office in Singapore.
2. The Secretariat of the Society shall be located at the National University of Singapore
3. In spite of paragraph 1, the Council shall have the power to change the seat of the Secretariat of the Society when the Council deems it appropriate to do so.
4. The Secretariat shall be headed by the Secretary General of the Society.
5. In keeping with the directions of the Council, the Secretariat shall:
(a) manage the day-to-day affairs of the Society;
(b) keep the records and conduct the correspondence of the Society;
(c) prepare the General Meetings and the meetings of the Council; and
(d) perform such other duties as may be assigned to the Secretary-General by the Executive Council
Article 14: Treasurer
The Treasurer shall:
(a) keep financial records; and
(b) prepare a balance sheet of revenues and expenses and explanatory notes thereto under the direction of the Council and in cooperation with the Secretariat.
Article 15: Financial Resources
1. The Society’s financial resources shall consist of:
(a) annual membership fees paid by individual and institutional members;
(b) the net balance of conferences;
(c) the proceeds from the use of the Society’s resources;
(d) resources obtained in public tenders or offered directly for certain projects or programmes within the mandate of the Society;
(g) testamentary dispositions under universal title and legacies; and
(h) other revenues obtained by the Society.
2. Donations, subsidies, testamentary dispositions, legacies and any other financial support to the Society must be compatible with the objectives of the Society. The Council shall determine on the compatibility of a financial support with the objectives of the Society.
Article 16: Budget
1. The Society’s fiscal year shall run from the first day of April through the thirty-first day of March.
2. The Council shall draw up a balance sheet of revenues and expenses together with explanatory notes and submit that balance sheet and those notes to the General Meeting. Those documents shall be signed by the President and the Treasurer.
3. The General Meeting may, at each regular session, appoint a committee for the purpose of auditing the financial documents as referred to in paragraph 2. That committee shall report on its findings to the General Meeting. The Council shall be bound to cooperate with the committee by, inter alia, furnishing all the information the committee requests for its review.
Article 17: Language
The working language of the Society shall be English.
Article 18: Amendments
1. A proposal for the amendment of this Constitution may be submitted either by fifty members of the Society who shall include at least five different nationalities or by the Council.
2. The proposal to amend the Constitution shall be submitted at least sixty days prior to the convening of the General Meeting. If the proposal is submitted by a group of fifty or more members, the Council shall deliver its opinion and advice, in writing, to the General Meeting. The Council may put forth a proposal for the amendment of the Constitution with the consent of an absolute majority of its members.
3. A decision to amend the Constitution shall be adopted by three-quarters of the votes cast at the General Meeting.
Article 19: Dissolution
The Society may be dissolved by a decision reached by the General Meeting. Paragraphs 1 through 3 of Article 18 shall apply, mutatis mutandis, to the decision to dissolve the Society.
Article 20: Disputes
Any and all disputes as to the interpretation to be given to the text of this Constitution or matters which are not provided for herein or not sufficiently provided for herein shall be settled by the General Meeting.