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 ARTICLE 1 |
| THE PURPOSE OF THESE BYLAWS |
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| ARTICLE 2 |
| NAME AND OFFICE |
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| ARTICLE 3 |
| MEMBERS |
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| ARTICLE 4 |
| GENERAL MEETINGS |
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| ARTICLE 5 |
| Steering Committee |
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| ARTICLE
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| WORKING GROUPS OF THE MEMBERS |
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| ARTICLE 7 |
| OFFICERS |
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| ARTICLE 8 |
| NOTICES |
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| ARTICLE 9 |
| BOOKS AND RECORDS |
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| ARTICLE 10 |
| GENERAL PROVISIONS |
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| ARTICLE 11 |
| AMENDMENTS |
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| ARTICLE 1 |
| THE PURPOSE OF THESE BYLAWS |
 1.1 Purpose of
By-laws |
| The Bylaws are integral parts of ＾the Asia
IC Card Forum Charter￣ (hereinafter ＾The Charter￣)
and shall supplement The Charter. |
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| ARTICLE 2 |
| NAME AND OFFICE |
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2.1 Name |
| The name of the organization is ＾The Asia
IC Card Forum￣ and the organization is referred
to in these Bylaws as the ＾The Asia IC Card
Forum￣. |
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2.2 Secretariat
Office |
| TThe secretariat office of the Asia IC Card
Forum shall be located in the member¨s country/area.
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| ARTICLE 3 |
| MEMBERS |
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3.1 Classes of
Membership (Amended) |
| The Asia IC Card Forum shall have four groups
of members: Founding Members, Principal Members,
Associate Members, and Affiliate Members ?
each complying with Article 5 (Membership)
of The Charter. The Founding Members are the
organizations from People¨s Republic of China,
Japan, Republic of Korea, and Republic of
Singapore. The Principal Members, Associate
Members and Affiliate Members are any member
organizations, which shall be admitted to
join the Asia IC Card Forum thereafter. |
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3.2 Membership
Eligibility |
The Steering Committee will screen each
application for membership based on the guidelines
for the membership eligibility described below.
(a) The applicant should have substantial
organization and operation, office and members
of private enterprises.
(b) The applicant should have sufficient financial
background for annual due and also ability
to take part in activities and meetings
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3.3 Privileges
of Founding Membership |
Founding Member shall be collectively and
separately entitled to the following privileges:
(a) Each Founding Member shall take a seat
in Steering Committee.
(b) Thereafter, at least half (50%) of the
all Steering Committee Members each year shall
be elected from among Founding Members, when
Steering Committee Members should be elected
at General Meetings.
(c) Founding Members shall also enjoy all
of the privileges of Principal Members, as
provided for Section 3.4 below.
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3.4 Privileges
of Principal Membership |
Each Principal Member shall be entitled
to:
(a) one vote on each matter submitted to a
vote at General Meeting;
(b) participate in test and pilot programs
of the Asia IC Card Forum;
(c) participate in activities of any Working
Group (hereinafter ＾WG￣) which the Asia IC
Card Forum may establish;
(d) nominate an individual to serve as Chair
of WG or Project Leader within a WG;
(e) receive, without charge, all information
and publications of the Asia IC Card Forum
that are intended for regular distribution,
prior to distribution to the public;
(f) have a certain number of representatives
attend all annual and special General Meetings
provided for in Article 4 hereof. The number
of representatives allowed to such meetings
shall be decided by Steering Committee from
time to time as necessary;
(g) have a country representative in the Steering
Committee;
(h) access to the Asia IC Card Forum¨s members-only
web site;
(i) receive such other benefits, rights and
privileged as the Steering Committee or the
General Meeting may designate.
(j) send representatives to any international
symposium organized by the Asia IC Card Forum
without admission fees.
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3.5 Privileges
of Associate Membership |
Each Associate Member shall be entitled
to:
(a) one vote on each matter submitted to a
vote at General Meeting;
(b) participate in test and pilot programs
of the Asia IC Card Forum on project by
project base with written agreement among
the parties concerned;
(c) participate in activities of any WG which
the Asia IC Card Forum may establish;
(d) receive, without charge, all information
and publications of the Asia IC Card Forum
that are intended for regular distribution,
prior to distribution to the public;
(e) have a certain number of representatives
attend all annual and special General Meetings
provided for in Article 4 hereof. The number
of representatives allowed to such meetings
shall be decided by Steering Committee from
time to time as necessary;
(f) access to the Asia IC Card Forum¨s members-only
web site; and receive such other benefits,
rights and privileged as the Steering Committee
or the General Meeting may designate.
(g) send representatives to any international
symposium organized by the Asia IC Card Forum
without admission fees.
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3.6 Privileges
of Affiliate Membership |
Each Affiliate Member shall be entitled
to:
(a) receive, without charge, all information
and publications of the Asia IC Card Forum
that are intended for regular distribution,
prior to distribution to the public, mostly
through Web service;
Affiliate Membership shall be valid for one
(1) fiscal year and reviewed annually by a
resolution of the Steering Committee
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3.7 Additional
Classes of Members |
| The conditions, privileges, powers, and
voting rights of any class of Members may
be changed, and one or more additional classes
of membership in the Asia IC Card Forum may
be created by adoption of an amendment to
these Bylaws pursuant to Article 11 hereof.
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3.8 Resignation
by Member |
| A Member may resign from the organization
at any time. Any fees and/or annual dues already
paid shall not be refundable in such event. |
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3.9 Membership
Directory |
| The names and business address of each Member
and its authorized representatives shall be
written in a Membership Directory to be kept
at the Secretariat office of the Asia IC Card
Forum. The commencement and termination of
Membership shall be recorded in the directory
together with date of such registration. Each
Member shall be responsible for apprising
Secretariat of the Asia IC Card Forum in writing
of all changes to its name and address, and
of the names and address of all representatives
of such members authorized to attend, vote
of notices on behalf of such Member. |
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| ARTICLE 4 |
| GENERAL MEETINGS |
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4.1 Function |
General Meeting may decide about the following
matters.
(a) Amendments of Bylaws
(b) Dissolution
(c) An activity report and the settlement
of accounts
(d) Election or removal of an officer
(e) Number of Steering Committee Members
(f) Annual Dues
(g) Other important matters for the operation
of the Forum
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4.2 Places of General
Meetings |
| All General Meetings shall be held at such
place and such time as may be fixed from time
to time by the Steering Committee. Notwithstanding
the foregoing, the Steering Committee may,
in its sole discretion, determine that the
meeting shall not be held at any place, but
may instead be held solely by means of remote
communication, by email or fax as determined
by the Steering Committee from time to time.
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4.3 Annual General
Meeting |
Annual General Meeting shall be held at
such place and such time as may be fixed from
time to time by the Steering Committee. Businesses
transacted at Annual General Meeting are:
(a) Elect Officers by voting
(b) Approve decisions and resolutions, which
are made and submitted to the General Meeting
by the Steering Committee.
(c) Make any decisions related or the pursuant
to the activities of the Asia IC Card Forum
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4.4 Special General
Meetings |
Special General Meeting, for any purpose
or purposes, may be called at the request
by the Steering Committee or the Chairperson,
or of a majority of the Members in writing
or by electronic communication. Business transacted
at any Special General Meeting shall be limited
to matters relating to the purpose or purposes
stated in the notice of meeting.
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4.5 Notice of General
Meetings |
| Except as otherwise provided by these Bylaws,
written notice of each General Meeting, annual
or special, stating the place, if any, date
and hour of the meeting, the means of remote
communication, if any, by which Members may
be deemed to be present in person and vote
at such meeting, and, in the case of a special
meeting, the purpose or purposes for which
the meetings are called, shall be given not
less than thirty (30) nor more than sixty
(60) days before the date of the meeting,
to the office of each Member entitled to attend
such meeting. |
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4.6 Voting List
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| The Secretariat office which keeps the Membership
directory of the Asia IC Card Forum shall
prepare and make a complete list of the official
representatives of Members entitled to vote
at the meeting, arranged in alphabetical order,
and showing the business address of each such
official representative. Such list shall be
open by electronic communication to the examination
of all members for a period of at least ten
days prior to the meeting. |
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4.7 Quorum |
| Except as otherwise provided by these Bylaws,
more than a majority (50%) of Members, present
in person through official or authorized representatives,
shall constitute a quorum of the Members at
any meeting. In such an event of voting by
electronic communication (email or fax), any
electronic notice by the Member reached to
the Secretariat office by the designated time
and date shall be deemed present and counted
as number for constituting a quorum of the
Members at any meeting. |
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4.8 Action at Meetings
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When a quorum is present at any General
Meeting, the vote of more than fifty percent
(50%) of the aggregate votes of all attending
Members present and entitled to vote on the
question, shall decide any question brought
before such General Meeting, while the Chairperson
is authorized to make a decision, should the
votes split to two equally. However, the quorum
should be two thirds(2/3) of the eligible
members and decisions should be made by two
thirds(2/3) of the ballot cast:
(a) any amendment of Charter of Asia IC Card
Forum and these Bylaws or
(b) dissolution of the Asia IC Card Forum.
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4.9 Proxies |
| Any Member shall be entitled to vote at
a General Meeting, or to express consent or
dissent to corporate action in writing without
having its official representative attend
the meeting, by authorizing another person
or persons to act for the official representative
of such Member by Proxy to attend the meeting
and a list of such authorized person or persons
should be presented not less than twenty (20)
nor more than three hundred and sixty days
(360) before the date of the meeting or action
to the Secretariat office. |
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4.10 Action Held
by Remote Communication |
If the Steering Committee may adopt such
guidelines and procedures as may be in advance,
an official representative of a Member (hereinafter
＾the Representative￣) not physically present
at a General Meeting may, by means of remote
communications:
(A) participate in a General Meeting; and
(B) be deemed present and vote at a General
Meeting whether such meeting is to be held
at a designated place or solely by means of
remote communication, provided that
00(i) the Asia
IC Card Forum shall implement reasonable measures
to verify that each person deemed present
and permitted to vote at the meeting by means
of remote communication is an official member
of a Member,
00(ii) the Asia
IC Card Forum shall implement reasonable measures
to provide such Members a reasonable opportunity
to participate in the meeting and to vote
on matters submitted to the Members, including
an opportunity to read or hear the proceedings
of the meeting substantially concurrently
with such proceedings, and
00(iii) if any
Member votes or takes other action at the
meeting by means of remote communication,
a record of such vote or other action shall
be maintained by the Asia IC Card Forum. |
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4.11 Nomination
and Election Procedures |
| Subject to the provisions of Article 7,
Section 7.4 hereof, the Steering Committee
shall establish reasonable nomination and
election procedures, given the nature, size
and operations of the Asia IC Card Forum,
including a reasonable means for Members to
nominate a person or persons for election
as an officer or officers, a reasonable opportunity
for a nominee to communicate to the Members
the nominee¨s qualifications and the reasons
for the nominee¨s candidacy (if requested
by such nominee), a reasonable opportunity
for all nominees to solicit votes (if requested
by any such nominee), and a reasonable opportunity
for all Members entitled to vote at the Annual
General Meeting thereon to choose among the
nominees. |
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| ARTICLE 5 |
| Steering Committee |
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5.1 Business |
| The business and affairs of the Asia IC
Card Forum shall be managed by its Steering
Committee as specified in the Article 6, Section
(2) of The Charter. Any decision and/or resolution
shall be made by voting. |
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5.2 Number of Steering
Committee Members (amended) |
| The total number of the Steering Committee
members shall be no more than seven (7). |
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5.3 Nomination,
Election and Term of Office of Steering Committee
Members |
(a) Each Founding member shall be
considered a Steering Committee Member
automatically.
(b) In the event that the total number of
Steering Committee Members is not filled at
any time, the rest of the Steering Committee
Members may be elected from among the
Principal Members at the General Meeting.
(c) At least half (50%) of the all Steering
Committee Members each year shall be elected
from among Founding Members, when electing
Steering Committee Members for each fiscal
year.
(d) The term of Steering Committee Member(s)
elected from among the Principal Members shall
be one year.
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5.4 Enlargement
or Reduction |
| The number of Steering Committee Members
may be decided by a vote at the General Meeting
in accordance with Section 5.2 hereof. |
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5.5 Vacancies |
| A vacancy in any Steering Committee Member
office because of resignation, removal or
any other cause shall be filled in the manner
prescribed in these Bylaws for regular election.
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5.6 Place of Meetings
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| The Steering Committee may hold meetings,
both regular and special, at such places agreed
upon at the preceding Steering Committee Meetings. |
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5.7 Regular Meetings
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| Regular meetings of the Steering Committee
may be held generally three or four times
a year at such time and at place as determined
by the preceding Steering Committees. |
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5.8 Special Meetings
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| Special meetings of the Steering Committee
may be called by the Chairperson, the Secretariat,
or on the written request of three or more
Steering Committee Members. |
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5.9 Quorum |
| Except as otherwise provided by these Bylaws,
more than a majority (50%) of Members, present
in person through official or authorized representatives,
shall constitute a quorum of the Members at
any meeting. In such an event of voting by
electronic communication (email or fax), any
electronic notice by the Member reached to
the Secretariat office by the designated time
and date shall be deemed and counted as number
for constituting a quorum of the Members at
any meeting |
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5.10 Action at
Meetings |
When a quorum is present at any Steering
Committee, the vote of more than fifty percent
(50%) of the aggregate votes of all attending
Members, present and entitled to vote on the
question, shall decide any question brought
before such Steering Committee, while the
Chairperson is authorized to make a decision,
should the votes split to two equally. However,
the following actions require the vote of
at least two thirds (2/3) of all eligible
Members, present or not present:
(a) any amendment of Charter of Asia IC Card
Forum and these Bylaws or
(b) dissolution of the Asia IC Card Forum.
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5.11 Action Held
by Remote Communication |
If the Steering Committee may adopt such
guidelines and procedures as may be in advance,
an official representative of a Member (hereinafter
＾the Representative￣) not physically present
at a Steering Committee Meeting may, by means
of remote communications:
(A) participate in Steering Committee Meeting;
and
(B) be deemed present and vote at a Steering
Committee Meeting whether such meeting is
to be held at a designated place or solely
by means of remote communication, provided
that
00(i) the Asia
IC Card Forum shall implement reasonable measures
to verify that each person deemed present
and permitted to vote at the meeting by means
of remote communication is the Representative,
00(ii) the Asia
IC Card Forum shall implement reasonable measures
to provide such Representative a reasonable
opportunity to participate in the meeting
and to vote on matters submitted to the Members,
including an opportunity to read or hear the
proceedings of the meeting substantially concurrently
with such proceedings, and
00(iii) if any
Representative votes or takes other action
at the meeting by means of remote communication,
a record of such vote or other action shall
be maintained by the Asia IC Card Forum. |
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| ARTICLE 6 |
| WORKING GROUPS OF THE MEMBERS |
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Working Groups
may be established by resolutions of the Steering
Committee. The functions and roles of such Working
Groups and the procedures to elect Chair shall be
discussed and agreed upon at the Steering Committee
from time to time as necessary. Any Member is entitled
to be a member of such Working Group as long as
such Member is willing to take a part in activities
and contribution as designated at the Steering Committee.
All the detailed rules shall be decided at the Steering
Committee. |
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| ARTICLE 7 |
| OFFICERS |
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7.1 Officers |
| The officers of the Asia IC Card Forum
shall be a Chairperson and up to four Vice
Chairpersons. |
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7.2 Vacancies |
| A vacancy in any office because of death,
resignation, removal or any other cause shall
be filled in the manner prescribed in these
Bylaws for regular election to such office.
Should any of the Officers become unable to
execute his or her duties for any reason,
the organization from which such officer is
elected may nominate a temporary or permanent
substituting officer to take over all the
duties and responsibilities of the previous
officer for the rest of office term. |
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7.3 Tenure |
The Officers elected by the General Meeting
shall hold office until his or her successor
is chosen and qualified, unless a different
term is specified in the vote choosing or
electing him or her, or until his or her earlier
death or resignation, and;
(a) The Chairperson may be re-elected for
a second consecutive term. In any event, his
or her term shall not exceed two consecutive
years.
(b) Any of the Vice Chairpersons may be re-elected
for a second, third and fourth consecutive
term. In any event, their term of the Officers
shall not exceed four consecutive years.
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7.4 Election |
| At the regular General Meeting, Members
shall elect from among the Steering Committee
Members by voting such Members, from which
Officers in accordance with Article 6, Section
(3) of The Charter should be nominated to
serve as officers. |
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7.5 Chairperson |
| The Chairperson shall take a leadership
role in the activities and management of the
Asia IC Card Forum and shall chair the meetings
of Steering Committee and the General Meeting.
The Chairperson, however, at his or her own
discretion, may appoint a staff or staffs
of the Secretariat to chair any Steering Committee
Meeting on his or her behalf. The Chairperson
is responsible for the management of the Secretariat
office. |
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7.6 Vice Chairpersons
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| The Vice Chairpersons will assist the Chairperson
in executing his or her duties and activities
and may chair a General Meeting by prior appointment
of the Chairperson. |
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7.7 Secretariat
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| The Secretariat office of the Asia IC Card
Forum shall be established in such Member
organization from which the Chairperson is
elected and shall be maintained until his
or her term terminates. |
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7.8 Treasurer |
| The Chairperson shall, at his or her own
discretion, nominate a Treasurer from among
the staffs of the Secretariat. The Treasurer
is responsible for managing the fund collected
from the Members and keeps account books and
records of the Asia IC Card Forum. |
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| ARTICLE 8 |
| NOTICES |
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8.1 Delivery of
Notices |
Whenever written notice is required to be
given to any Member, such notice may be given
by either of the following measures:
(a) by mail, addressed to such Member at its
business address as it appears on the records
of the Asia IC Card Forum, with postage thereon
prepaid,
(b) by commercial delivery service or similar
means, addressed to such Member at its business
address as it appears on the records of the
Asia IC Card Forum, with delivery charge thereon
prepaid,
(c) by facsimile telecommunication, addressed
to such Member at the number of its business
address as it appears on the records of the
Asia IC Card Forum,
(d) by email, addressed to such Member at
its email address as it appears on the records
of the Asia IC Card Forum.
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| ARTICLE 9 |
| BOOKS AND RECORDS |
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9.1 Books and Records |
| The Asia IC Card Forum shall keep adequate
and correct books and records of account,
minutes of the proceedings of the General
Meetings, the Steering Committee Meetings,
and a record of the representatives of Members
giving their names, business addresses with
telephone and facsimile numbers, email addresses
and the class of Membership held by each.
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9.2 Form of Records
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| Minutes shall be kept in written form. Other
books and records shall be kept either in
written form or in any other form capable
of being converted into form. |
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9.3 Reports to
Steering Committee |
| The account report shall be prepared and
presented by the Treasurer to the Steering
Committee, within sixty (60) days from the
end the fiscal year, in the written form or
any other electronic form as the Steering
Committee may regard as appropriate. |
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| ARTICLE 10 |
| GENERAL PROVISIONS |
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10.1 Fiscal Year
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| The fiscal year of the Asia IC Card Forum
shall be determined, and may be changed, by
resolution of the Steering Committee. |
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10.2 Annual Due
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| Amount of annual dues shall be decided at
the Steering Committee¨s resolution by voting,
and each Member shall pay such amount to the
bank account of the Secretariat office by
electronic fund transfer within 3 months after
such resolution becomes effective. The Secretariat
shall inform such bank account number and
the name within 10 days after such resolution
becomes effective. |
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10.3 Seal |
| The Steering Committee may, by resolution,
adopt an organization seal. The seal shall
have inscribed thereon the name of the Asia
IC Card Forum, the year of its organization.
The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced
or otherwise. The seal may be altered from
time to time by the Steering Committee. |
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10.4 Others Rules
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| Any other rules, which are not contained
in these Bylaws and may supplement to these
Bylaws shall be decided and fixed by the Steering
Committee from time to time when necessary
and shall be effective when approved at a
General Meeting. |
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10.5 Dissolution
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| The dissolution of the Asia IC Card Forum
shall be determined by the Steering Committee
and shall be effective when approved at a
General Meeting. The quorum should be two
thirds(2/3) of the eligible members and decisions
should be made by two thirds(2/3) of the ballot
cast. |
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| ARTICLE 11 |
| AMENDMENTS |
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These Bylaws may
be altered, amended or repealed or new Bylaws may
be adopted at any General Meeting, annual or special,
provided, however, that notice of such alternation,
amendment, repeal or adoption of new Bylaws shall
be contained in the notice of such meeting. |
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4,Oct,2004 revision |
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