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Constitution and Bylaws

SEAZA's constitution and bylaws are updated every 10 years by the Executive Board and

by all members participating in the conferences.

The constitution and bylaws are important regulations that govern the organization of a group and provide guidelines for meetings. These basic documents are also important because they state the rights and responsibilities of the members, officers, and committees that comprise an organization.

CONSTITUTION AND BYLAWS OF THE SOUTH EAST ASIAN ZOOS ASSOCIATION (SEAZA)

Amended in Hong Kong, 6th September 2004; edited by Richard Tenaza, Chairman Constitution and Bylaws Committee March 2005

Constitutions
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Bylaws

Article 1
EXECUTIVE BOARD

Section 1.1: Members of the Executive Board

The affairs of SEAZA shall be managed by an Executive Board elected at a meeting of the General Assembly. The members shall be a President, maximum of two Vice Presidents, Founding President, Immediate Past President, Secretary, Chairs of standing committees and Executive Board Members. They will be from at least three (3) different member countries with voting representation in SEAZA. The First Vice President is also the President Elect, who, unless he or she declines, shall become the next President.
The Executive Board must be Ordinary Institutional members of SEAZA foe at least three (3) years at the time of election. The full-time chief executive director of an Institutional member or chairman of a national association may serve as President or Vice President of the Executive Board. Further, that the chairman of a national association - or his / her nominee - should be members of the SEAZA executive board.
Executive Board members serve terms of three (3) years from their election. On expiry of the office, the member may stand for reelection.
All past presidents of the Executive Board, except the Immediate Past President, are Honorary Members of the Executive Board.
The Executive Board may adopt such rules and regulations for the condition of business as they deem advisable, within limits of the Constitution and Bylaws. The Executive Board may establish standing committees as needed to assist in the management of SEAZA affairs.

Section 1.2: Meetings
The Executive Board shall meet at least twice annually to consider adoption of the annual budget, reports, and recommendations of committees, and other appropriate business. A special meeting may be called by the President upon his own judgment of necessity. Notice thirty (30) days in advance shall be required for such special meetings.
A simple majority of the Executive Board shall constitute a quorum for the transaction of business. A simple majority of votes shall be required for any official action by the Executive Board, where not otherwise specified in these Bylaws.

Section 1.3: Vacancies
In the event of death, permanent disability, resignation, or other cause that prematurely vacates the office of President, the First Vice President becomes President. People filling other vacancies resulting from premature termination of the incumbents' terms of office must be elected by a majority vote of the Executive Board. The Executive Board will notify the membership of any vacancy and call for subsequent nominations. The Executive Board's selection must be ratified at the first meeting of the General Assembly following the selection.

Section 1.4: Absences
Any member absent from a meeting of the Executive Board shall notify the President of the reason for absence.

Section 1.5: Duties of Elective Members
The elective members shall perform the usual duties of their offices and such other duties as may be determined by the Executive Board in accordance with the Constitution and Bylaws. The President shall be an ex-official member of all committees. As such, the President has the same rights as the other committee members, but is not obligated to attend meetings of the committee, and is not counted in determining if a quorum is present.


Article 2
COMMITTEES

The Executive Board may establish committees, as may be required from time to time, to carry out the objectives of SEAZA. The size and term of such committees shall be determined by the Executive Board.

Section 2.1: Committee Requirements
Unless otherwise indicated in the Constitution or Bylaws, the committee will function in accordance with rules and regulations set forth by the Executive Board, and their work is subject to the approval of the Executive Board.

Section 2.2: Advisors and Assistants
The President may appoint such Advisors or Assistants as he / she deems necessary to assist in carrying out the objectives of SEAZA.


Article 3
NOMINATIONS AND ELECTIONS

Section 1:
Nominations of candidates for the Executive Board shall be made by written support of two (2) members of different South East Asia institution member organizations together with the written consent of the candidate. The Executive Board shall notify the candidate of these selection, and shall secure from each candidate a letter attaching that he/she may serve, if elected, and carry out the duties of the office, including attendance at Executive Board meetings, as appropriate, and at the General Assembly, or Annual Business meeting, of the membership.
Election of Executive Board members shall be by secret ballot of eligible voting members (see Article 5, section 2) at the general Assembly during the annual business meeting. The president shall be call upon to cast and additional vote in the event of a tie.

Section 2: Proxy vote
Members may delegate authority for proxy votes in writing to any other voting member.

Article 4
MEETINGS


Section 1: Annual Business Meeting
SEAZA shall regularly hold one business meeting for the members each year. The business meeting shall include the General Assembly, scientific session, administrative sessions as needed, and other appropriate items.

Section 2: Quorum
A quorum shall be a simple majority of eligible voting members.

Section 3: Conduct of meetings
All meetings of the membership shall be conducted subject to normal parliamentary procedures and to such other rules and regulations as be set forth by the Executive Board.

Section 4: Resolutions
Resolution and actions affecting the entire membership must be presented in writing to the Executive Board, which will review, edit, and approve or disapprove. Resolution approved by the Executive Board will be presented to the members for a vote at the next annual meeting, the next special meeting, or by post. Approval by a majority of qualified members attending such a meeting or casting a mail ballot shall be necessary for adoption. These resolutions shall be binding upon all members in all classifications, effective upon publication in an official publication of SEAZA, or letter from the SEAZA President.

Article 5
CATEGORIES AND QUALIFICATIONS


Section 1: General Requirements
Any person, institutions, society, related organization, or corporation properly nominated and willing to abide by the constitution and bylaws and all other rules and regulation of SEAZA, may be elected to membership by the Executive Board provided they meet the requirements set forth in the various section of this Article 5. The Executive Board shall assume the responsibility of reviewing applications for membership.

Section 2: South East Asia Institutional Ordinary members

Institutional Ordinary members shall be zoological parks, aquariums, wildlife parks, national association of zoological parks and aquariums, and other zoological organizations of South East Asia. They shall have regular and predictable visiting hours which are convenient to the general public and which constitute more than a token opening. Their primary business must either be (1) The educational and scientific exhibition of fauna, (2) the conservation and preservation of fauna, or (3) the organization and promotion of zoos (as defined above in Article 1) or other entities concerned with wildlife conservation.
If a national or territorial zoological association or organization exists in a member country or territory that has at least one SEAZA Institutional Ordinary Member, that country or territory shall have one vote. In the absence of such a national or territorial association or organization in a country or territory with at least one SEAZA Institutional Ordinary Member, the zoos in that particular country or territory shall agree on one representative who shall vote on their behalf. Regardless of how many members of other categories they may have, countries and territories that do not have at least one (1) SEAZA Institutional Ordinary Member shall not have the privilege to vote in SEAZA.

Section 3: Associate Members
If a national or territorial zoological association or organization exists in an Associate members shall be persons (individual associate member) or institutions (institutional associate member) who support the purpose and objectives of SEAZA. There is no geographic restriction on Associate membership, etc…
Associate members can be from any country in the world. Associate members shall not have the right to vote or hold elective office.

Section 4: Honorary Members
Honorary members shall be persons who by reason of their interest in and service to zoological parks, aquariums, or to SEAZA have substantially promoted the goals for which SEAZA was formed, as stated in the Constitution. Candidates for Honorary membership shall be elected by the Executive Board. Honorary members shall not have the right to vote or hold elective office.

Section 5: Commercial Members
Commercial members are businesses engaged in the sale of products or services to zoos.


Article 6
MEMBERSHIP DUES AND SERVICES

Section 1: Dues and Services

Annual membership dues and services shall be established by the Executive Board for each membership classification. The Executive Board will review dues annually, and, at its own discretion, adjust them when required. Members or potential members may petition the Executive Board to reduce stipulated membership fees. The Executive Board will review such petitions, and, on a case by case basis, at the Executive Board's own discretion, approve, modify, or reject such petitions.

Section 2: Dues Payment

Membership dues are based upon the calendar year and are due the first of January. Members in arrears of dues sixty (60) days may be expelled from membership by the Executive Board.

Article 7
SUSPENSION AND EXPULSION OF MEMBERS BY THE EXECUTIVE BOARD


The Executive Board may, for cause, suspend, or terminate any membership in any classification. Such members shall be notified of the charges by certified mail to the last recorded address at least fifteen (15) days before the next Executive Board meeting. The notification shall include the time and place of the Executive Board meeting. The member shall have the opportunity to appear in person and/or representation to present his / her defense of the charges before any formal action is taken by the Executive Board.

Article 8
AMENDMENTS


The Constitution and Bylaws Committee shall submit proposed amendments or revisions to the Executive Board for approval. In addition, proposed amendments may be submitted to the Executive Board by a petition signed by at least ten (10) percent of the number of voting members as of 31 December of the preceding year. Amendments submitted by petition do not require the approval of the Executive Board. The Executive Board shall cause all approved, proposed amendments or revisions and all proposed amendments submitted by petition to be submitted for vote to the General Assembly at its next gathering. If at least two-thirds (2/3) of those voting approve such a proposal, it shall become effective as an amendment to the Bylaws.

Article 9
PARLIAMENTARY PROCEDURE


The SEAZA parliamentary authority shall be the fourth or later edition of “The Standard Code of Parliamentary Procedure” by Alice Sturgis. The Executive Board shall be the final authority in interpretations of the Constitution, Bylaws, and other rules of SEAZA, and in selecting or changing SEAZA parliamentary authority.

Article 10
SEAL


SEAZA shall have a seal of such design as the Executive Board may adopt. The Executive Board shall determine its use, and it shall not be used otherwise.
Approved by the Executive Board: 7 October 1994 in Jakarta
Adopted by the General Assembly: 15 November 1994 in Hong Kong
Amendments adopted 24 October 1996 in Malacca, Malaysia.
Amendments adopted 30 October 1997 in Singapore.
Amendments to the Constitution and integration of the Constitution and Bylaws into single documents adopted 3 November 1999 in Ho Chi Minh City, Vietnam.
Amendment adopted 11 October 2001 in Taiping, Malaysia.
Amendments adopted 27 June 2002 in Singapore.
Amendments adopted 6 September 2004 in Hong Kong.
Edited, March 2005. To be ratified in Melbourne May 2005.

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