Constitution

NAME

This Society shall be known as the “Asian Society of Digital Pathology”, here in after referred to as the “Society”.

PLACE OF BUSINESS

Its place of business shall be at “2 Venture Drive, #06-25, Vision Exchange, Singapore 608526” or such other address as may subsequently be decided upon by the Board and approved by the Registrar of Societies. The Society shall carry out its activities only in places and premises which have the prior written approval from the relevant authorities, where necessary.

OBJECTS

The mission of the ASDP (Asian Society of Digital Pathology) is to promote the widespread adoption of digital pathology in Asian countries through fostering collaboration, promoting research and development, and facilitating knowledge exchange among its member countries.

Its objects are:

  1. Promote and advocate the adoption of digital pathology technologies and best practices among Asian countries.
  2. Facilitate collaborative research and development projects to address regional healthcare challenges using digital pathology solutions.
  3. Organize international conferences, symposiums, workshops, and educational programs to disseminate knowledge and expertise in digital pathology.
  4. Develop and endorse standardized guidelines for data sharing, interoperability, and ethical considerations in the implementation of digital pathology systems.
  5. Foster partnerships with legal entities such as academic institutions, healthcare organizations, technology companies and industry stakeholders to support innovation and technological advancements in digital pathology.

MEMBERSHIP QUALIFICATION AND RIGHTS

The membership of the Society shall consist of

  1. Individual/Ordinary Members
  2. Corporate Members
  3. Honorary Members

Individual/Ordinary Members:

  1. Eligibility: Professionals with a scientific or professional interest in Digital Pathology. These members may be researchers, clinicians, educators, or industry experts.
  2. Rights and Privileges:
    1. Voting Rights: Individual members have the right to vote in society matters, including elections and decision-making processes.
    2. Eligibility for Office: Individual members are eligible to hold office positions within the society.
    3. Responsibilities: Individual members are encouraged to actively participate in the Society's activities, contribute to the field, and uphold the Society's values.

Corporate Members:

  1. Eligibility: Medical device firms, businesses, business organizations, and other registered bodies with commercial interests in digital pathology.
  2. Rights and Privileges:
    1. No Voting Rights: Corporate members do not have voting rights in society matters.
    2. Ineligibility for Office: Corporate members cannot hold office positions within the society.
    3. Responsibilities: Corporate members are to nominate only one representative from their organizations and are expected to support the Society's initiatives, collaborate with individual members, and contribute to the advancement of digital pathology.

Honorary Members:

  1. Eligibility: Honorary membership is conferred upon individuals who have made exceptional contributions to the field of digital pathology or significantly impacted the society.
  2. Nomination and Approval: Honorary members shall be nominated by the Society's Board and approved by a majority at the General Meeting.
  3. Rights and Privileges:
    1. No Voting Rights: Honorary members do not have voting rights.
    2. Ineligibility for Office: Honorary members cannot hold major office positions.
    3. Recognition: Honorary members are acknowledged for their outstanding achievements and dedication.
    4. Responsibilities: Honorary members are invited to the Society's events and contribute their expertise.

Rights and Responsibilities

The rights, responsibilities, and privileges of each membership category shall be further detailed in the Society's bylaws.

APPLICATION FOR MEMBERSHIP

A person wishing to join the Society should submit their particulars to the Board using the prescribed application form.

The Board will decide on the application for membership.

ENTRANCE FEES, SUBSCRIPTIONS AND OTHER DUES

Annual subscriptions are payable as follows: The annual membership due for individual and corporate members shall be fixed by the Board, payable in advance, and include a year's electronic subscription. Honorary Members are not required to pay any fees.

The income and property of the Society when so ever derived shall be applied towards the promotion of the objects of the Society as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise how so ever by way of profit to the persons who at any time are or have been members of the Society or to any of them or to any person claiming through any of them.

TERMINATION OF MEMBERSHIP

Members lose their memberships when one of the following occurs.

  1. Upon non-renewal of their annual membership fee.
    Voluntarily
  2. by written request to the Board.

The Executive Committee shall have power to expel any member.

  1. who has been convicted in a court of law and sentenced to imprisonment for a period of over 1 year (one) without the option of a fine, or
  2. whose conduct is detrimental to the honor and interests of the Society or calculated to bring the Society into disrepute, or
  3. who has willfully and persistently refused to comply with the constitution of the Society.

Any member dealt with under section 2 of this Article shall have the right to appeal to an Extraordinary General Meeting called for this purpose. The Executive Committee shall call an Extraordinary General Meeting if requested to do so by any aggrieved member within 21 days of receiving such a request. The procedure at such a meeting shall be in accordance with Article 8 (If the above is added, article 7 will become article 8) section 3 to 5.

SUPREME AUTHORITY AND GENERAL MEETINGS

The supreme authority of the Society is vested in a General Meeting of the members and it can be Ordinary or Extraordinary.

An Ordinary Annual General Meeting shall be held within 6 months from the close of its financial year.

At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, and may be called at any time by order of the Board. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within two (2) months from receiving this request to convene the Extraordinary General Meeting.

If the Board does not within two (2) months after the date of the receipt of the written request proceed to convene an Extraordinary General Meeting, the members who requested for the Extraordinary General Meeting shall convene the Extraordinary General Meeting by giving ten (10) days' notice to voting members setting forth the business to be transacted and simultaneously sending out the agenda by any legally admissible means.

At least two (2) weeks' notice shall be given of an Ordinary Annual General Meeting and at least ten (10) days' notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting as well as the agenda shall be sent out to all voting members by any legally admissible means.

Unless otherwise stated in this Constitution, voting by proxy shall not be allowed at all General Meetings.

The following points will be considered at the Annual General Meeting:

  1. The previous financial year's accounts and annual report of the Board.
  2. Where applicable, the election of office-bearers and Auditors for the following term.

Any member who wishes to place an item on the agenda of a General Meeting may do so provided they give notice to the Secretary one (1) week before the meeting is due to be held.

At least 25% of the total voting membership or thirty (30) voting members, whichever is the lesser, present at a General Meeting, whether Ordinary or Extraordinary, shall form a quorum. Proxies shall not be constituted as part of the quorum. Decisions will be considered approved when the number of affirmative votes exceed the negative ones, with null or blank votes not being counted for this purpose, nor abstentions.

In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any part of the existing Constitution.

MANAGEMENT AND BOARD

The administration of the Society shall be entrusted to a Board consisting of the following to be elected at alternate Annual General Meetings.

  1. President
  2. Vice-President
  3. Secretary
  4. Treasurer
  5. [5 Ordinary Board Members]

Names for the above offices shall be proposed and seconded at the Annual General Meeting and election will follow on a simple majority vote of the members.

Election will be either by show of hands or by a secret ballot. [In the event of a tie, the Chairman of the meeting shall have a casting vote

All office bearers, except the treasurer, may be re-elected to the same or related post for a consecutive term of office. Each term of office shall be two years, and no individual shall serve more than two terms consecutively in the same post.

The pro tem board, established during the society’s formation, shall serve for the initial two years. The pro tem board’s term does not count toward the maximum limit of two terms for office bearers. After the pro tem board’s term, they may transition into a permanent board if desired.

The Society may co-opt up to 24 additional members to serve on the board, always maintaining an odd number of total Board Members. Co-opted board members have voting rights and contribute to the society’s governance. Co-opted members may include experts, advisors, or individuals with specialized knowledge relevant to digital pathology.

A Board Meeting shall be held at least once every 12 months after giving seven (7) days' notice to Board Members. The President may call a Board Meeting at any time by giving five (5) days' notice. The majority of the Board Members must be present for its proceedings to be valid.

Any member of the Board absenting themselves from three (3) meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Board and a successor may be co-opted by the Board to serve until the next Annual General Meeting. Any changes in the Board shall be notified to the Registrar of Societies within one (1) month of the change.

The duty of the Board is to organize and supervise the daily activities of the Society, including the following:

  1. Deliberate on the creation of an Advisory Board and appoint or replace its members.
  2. Deliberate on the extinction and creation of Working Groups and Committees, and appoint or replace the members that comprise them.
  3. Approve the operating regulations of the Board, Committees, Working Groups, the Advisory Board, and the Electoral Regulations.

The Board may not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meetings.

DUTIES OF OFFICE-BEARERS

The President shall chair all General and Board meetings. They shall also represent the Society in its dealings with outside persons.

The Vice-President shall assist the President and deputize for them in their absence.

The Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness. They will keep minutes of all General and Board meetings. They shall maintain an up-to-date Register of Members at all times.

The Treasurer shall

  1. keep all funds and collect and disburse all monies on behalf of the Society
  2. keep an account of all monetary transactions and shall be responsible for their correctness.
  3. open such banking accounts as the Board may authorize and direct and shall deposit there, all monies received by him on behalf of the Society.
  4. authorized all bank transactions by the Society, with the President as the other authoriser.

Ordinary and Co-opted Board members shall represent diverse viewpoints and participate actively in board discussions and decision-making. They shall perform duties assigned by the Board from time to time.

AUDIT AND FINANCIAL YEAR

One (1) voting members, not being members of the Board, shall be elected as Auditors at alternate Annual General Meetings and will hold office for a term of two years only and shall not be re-elected for a consecutive term. The accounts of the Society shall be audited by a firm of Public Accountants and Chartered Accountants if the gross income or expenditure of the Society exceeds $500,000 in that financial year, in accordance with Section 4 of the Societies Regulations.

They:

  1. Will be required to audit each year's accounts and present a report upon them to the Annual General Meeting.
  2. May be required by the President to audit the Society's accounts for any period within their tenure of office at any date and make a report to the Board.

The financial year shall be from May 1st to April 30 the following year.

TRUSTEES

If the Society at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.

The trustees of the Society shall:

  1. Not be more than four (4) and not less than two (2) in number.
  2. Be elected by a General Meeting of members.
  3. Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.

The office of the trustee shall be vacated:

  1. If the trustee dies or becomes a lunatic or of unsound mind.
  2. If they are absent from the Republic of Singapore for a period of more than one (1) year.
  3. If they are guilty of misconduct of such a kind as to render it undesirable that they continue as a trustee.
  4. If they submit a notice of resignation from their trusteeship.

Notice of any proposal to remove a trustee from their trusteeship or to appoint a new trustee to fill a vacancy must be given by any legally admissible means at least two (2) weeks before the General Meeting at which the proposal is to be discussed.

PROHIBITIONS

The funds of the Society shall not be used to pay the fines of members who have been convicted in court of law.

The Society shall not engage in any trade union activity as defined in any written law relating to trade unions for the time being in force in Singapore.

The Society shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

The Society shall not raise funds from the public for whatever purposes without the prior approval in writing of the Assistant Director Operations, Licensing Division, Singapore Police Force and other relevant authorities, where necessary.

AMENDMENTS TO CONSTITUTION

The Society shall not amend its Constitution without the prior approval in writing of the Registrar of Societies. No alteration or addition/deletion to this Constitution shall be passed except at a General Meeting and with the consent of two-thirds (2/3) of the voting members present at the General Meeting.

INTERPRETATION

In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in this Constitution, the Board shall have power to use their own discretion. The decision of the Board shall be final unless it is reversed at a General Meeting of members.

DISPUTES

In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.

DISSOLUTION

The Society shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the Society for the time being resident in Singapore, expressed, either in person or by proxy, at a General Meeting convened for the purpose.

In the event of the Society being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Society shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of members may determine or donated to an approved charity or charities in Singapore.

A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.