Constitution

BY LAWS OF Transported Asset Protection Association
(TAPA) ASIA
A Society Registered under the laws of Hong Kong
Amended 2005

Article One

Article 1, Section 1: Association Name and Objectives

The name of this association is Transported Asset Protection Association (TAPA) ASIA.

The Mission of TAPA ASIA is to establish and maintain the best-known security practices for the safe transportation and storage of high technology assets and products.

Article Two

Article 2, Section 1: Members

TAPA Asia has two types of memberships. A “Full Member” may be:

1. Any person employed by a high technology company who is directly involved in security-related operations or the warehousing, distribution or logistics for that high technology company.

2. Any individual who is not employed by a high tech company but who is contracted directly by member organizations to provide security related services.

3. Any representative of a company that provides logistics, distribution services or is involved in the transportation of member company’s products.

4. Any insurance industry representative who is directly involved in providing risk management related services to high tech and transportation companies.

5. Any law enforcement officer involved in the prevention, detection or investigation of crimes involving the movement of high tech products or transportation related crimes.

The second type of membership is that of “Associate Member”. This membership is open to students, retirees from related industries or those who do not qualify for full membership.

Full members of TAPA ASIA have full rights to hold office, or vote on activities as presented by the Management Committee. Associate members are permitted to attend open meetings, participate in the discussions of issues relative to the organization and participate on committees that further the business of the committee. Associate members may not hold a position on the Management Committee nor have any voting authority.

Article 2, Section 2: Election of Members

Any person interested in membership shall submit a written, signed application to the Management Committee.

The Membership Committee, which is appointed by the Management Committee, approves membership.

Article 2, Section 3: Voting Rights

Full members shall have the right to vote, as set forth in these bylaws, on the election of Management Committee Members, on the disposition of all or substantially all of the assets of the association, on any merger and its principal terms and any amendment to those terms, and on any election to dissolve the association.

Each Full member in good standing shall be entitled to one vote on each matter on which the members have the right to vote and on each other matter submitted to the membership for a vote.

Those members who have paid the required dues, fees and assessments in accordance with these bylaws and who are not suspended shall be “members in good standing”.

Any motion to be voted upon at a general meeting must first be approved by the management committee at a meeting in which there is a majority of Buyer members

Article 2, Section 4: Meeting Attendance

Full and associate members may send substitutes who are employees of the same company as the member to any Association meeting within the following conditions:

a) The TAPA Asia member must notify a Management Committee Member of his/her absence and provide the name of the substitute.

b) The substitute may not exercise the Member’s right to vote.

Article 2, Section 5: Termination of Membership

A membership shall terminate upon the occurrence of any of the following events:

(a) Resignation of a member upon notice to the association.

(b) Failure of a member to pay dues, fees or assessments as set by the Management Committee when they become due and payable or within any applicable grace period established by the Management Committee.

(c) Failure of a member to continue to meet the qualifications for eligibility for membership as submitted by the member on the member’s application for membership, provided that a change of employment will not cause termination if the member obtains new qualifying employment and submits evidence of qualifications within 60 days from the termination of the initial qualifying employment.

(d) A member may be expelled or suspended by the Management Committee if:

1. The member has used the Association, its records or files, for personal use or for profit.

2. The member has failed in a material and serious degree to observe the association’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purpose and interests of the association.

Article 2, Section 6: Transfer of Memberships

Membership in the association may be transferred to another person meeting the qualifications for membership and who is an employee of the same company as the transferring member.

All transferring members shall complete and submit an application before being recognized as a member of the organization.

All rights of membership cease on a member’s death; however, the deceased member’s employer may designate another qualifying employee as a transferee member. The Management Committee may impose transfer fees or other conditions for transfers that are uniform for all members.

Article Three

Article 3, Section 1: Annual Meeting of Members

An annual meeting of members shall be held in the last quarter of each year. At this meeting, Management Committee Members shall be elected and any other proper business may be transacted as provided by law

Article 3, Section 2: Regular Meetings of Members

Regular business meetings will be held on a bi-annual basis, in the month of May and October. The members may, by a majority vote, elect to hold additional meetings or to change meeting dates.

Regular meetings shall be held at any place within Asia as designated by the Management Committee or by written consent of all persons entitled to vote at the meeting.

Article 3, Section 3: Special Meetings of Members

Special meetings may be called for any lawful purpose by the chairperson or by 5% or more of the members.

Article 3, Section 4: Notice of Meetings

Written or printed notice stating the place, date and hour of any meeting of members shall be delivered to each member entitled to vote. In case of a special meeting, the purpose(s) for which the meeting was called shall be stated on the notice and no other business shall be conducted. Notices shall be given as provided by law, provided, however, that any notice may be given by email or confirmed fax.

Article 3, Section 5: Quorum of Members

The following quorums are required for holding meetings:

a) Management Committee Meeting: At least 5 Management Committee Members of which 2 shall be either the Chairperson, Vice-Chairperson, Secretary or Treasurer.

b) Regular business meeting: At least 20% of the members of the association.

Article 3, Section 6: Guests

Members may invite guests to attend any annual, regular or special meeting only with the approval of any Management Committee Member. Approval should be granted only upon a good faith determination that the attendance of the guest will benefit the association. Under no circumstances should guests be permitted to solicit sales or promote goods and services.

Members may invite guests who are employed by the same company as the member if the member determines in good faith that such co-employee’s attendance will benefit either the association of the member’s employer. Co-employee guests may attend without prior approval.

Article Four

Article 4, Section 1: Management Committee Members

This association shall have 12 Management Committee Members, who shall be elected at the annual meeting of members with terms as follows:

1) The period of service for the committee is one year. At the end of the year, a minimum of 4 management committee members must stand down, but may offer themselves for re-election. The remaining 8 shall continue on for the remainder of the duration of their elected term of office.

2) The period of service for any committee member is a term of 3 years. At the end of the term the committee member must stand down, but may stand for –re-election.

3) The Committee may appoint two ex-officio persons for a term not exceeding that of the committee’s current term, but such person shall have no voting right.

4) Upon election of the new management committee members after an AGM, the new committee shall elect a chairman whose terms of service shall be in line with the term of service of the committee.

5) Irrespective of term of office of a committee member, and committee member acting as Chairman may only serve a period of two consecutive years, after which he must step down for a minimum of one year.

Article 4, Section 2: Qualification of Management Committee Members

Management Committee Members must be full members of the association. The Management Committee which is made up of 12 members, not including the 2 ex-officio members must be so formulated that no more than 5 of the 12 members are supplier members, and that the Chairperson position must be held by a Buyer member

Article 4, Section 3: Removal of Management Committee Members

Any or all Management Committee Members may be removed as follows:

(a) If the association has fewer that 50 members, by the vote of two-thirds of the members represented and voting at a duly held meeting at which a quorum is present, provided that the votes cast for removal of any Management Committee Member must be at least a majority of all of the votes entitled to be cast by all of the members.

(b) If the association has 50 or more members, by the vote of two-thirds of the members represented and voting at a duly held meeting at which a quorum is present.

Article Five

Article 5, Section 1: Officers

The association shall have a chairperson, a vice-chairperson, a secretary, a treasurer, and 8 Management Committee Members who shall all be or have become Management Committee Members at the time of their election. The association may also have such other officers who need not be Management Committee Members with such titles and duties as determined by the Management Committee. The officers shall have the duties provided by these bylaws in addition as may be designated from time to time by the Management Committee.

Article 5, Section 2: Designation of Officers

The members shall elect the offices of Chairperson, Vice Chairperson, Secretary, Treasurer and Management Committee Members.

Article 5, Section 3: Responsibilities of Officers – Chairperson

The chairperson will preside at meetings of the Management Committee and at meetings of the members. The chairperson shall also be the general manager of the association and shall supervise, direct, and control the association’s activities, affairs and officers.

Article 5, Section 4: Responsibilities of Officers-Vice-Chairperson

The vice-chairperson will discharge such duties as may be delegated by the chairperson.

In the absence of the chairperson, the vice-chairperson will perform all duties of the chairperson and when so acting, will have the authority of the chairperson.

Article 5 Section 5: Responsibilities of the Officers-Secretary

The secretary will record and keep the minutes of all meetings of the Management Committee and of the members. He/She will cause notice to be given of all meetings to the membership and will keep custody of all records, documents and papers of the association. The secretary will function as a point of contact for the association, particularly as relating to correspondence and application for membership.

In the absence of the secretary, an assistant secretary may be appointed by the secretary or chairperson subject to approval or ratification by the Management Committee to perform the secretarial duties of the secretary.

The secretary will provide the successor to the office of secretary with all books, records and other property of the association in the possession of the secretary.

Article 5, Section 6: Responsibilities of Treasurer

The Treasurer shall keep and maintain adequate and correct books and accounts of the association’s properties and transaction. The Treasurer shall send to members and Management Committee Members such financial statements and reports as are required to be given by law, these bylaws or by the Management Committee Members. A financial report is to be included as a regular agenda item at bi-annual membership meetings and attached to the minutes of the meeting.

Article 5, Section 7: Responsibilities of Management Committee Member

Management Committee Members will participate in the implementation of decisions made by the Management Committee as directed by the Management Committee, and to perform such other duties as may be designated from time to time by the Management Committee.

Article Six

Article 6, Section 1: Right of Indemnity

To the fullest extent permitted by applicable law, this association shall indemnify its Management Committee Members, officers, employees and agents against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any legal proceeding resulting from any activity undertaken in good faith on behalf of the association and including any action by or in the right of the association, by reason of the fact that the person is or was a person described.

Article Seven

Article 7, Section 1: Sub-Committees

The Management Committee may create one or more sub-committees to serve at its discretion, which shall have the authority of the Management Committee. Each such sub-committee shall be chaired by a member of the Management Committee with members from the general membership. Sub-committees may fix rules of procedure as permitted by law to govern the conduct of committees meetings.

Article 7, Section 2: Secretariat

The Management Committee has the authority to appoint a secretariat which may consist of one or more persons to assist in the management of TAPA Asia, such appointment to be on best possible terms in the interest of TAPA Asia. The Management Committee has the authority to consider remuneration for secretariat services provided after approval of the Management Committee.

Article Eight

Article 8, Section 1: Procedural Matters-Amendment of Bylaws

Any member may recommend amendments to these bylaws. New bylaws may be adopted or these bylaws may be amended or repealed by the Management Committee Members as provided by law or by the vote of two-thirds of the members represented and voting at a duly held meeting at which a quorum is present.

Article 8, Section 2: Procedural Matters-Procedural Questions

Whenever a procedural question shall arise for the conduct of a meeting, which is not covered, by law or these bylaws, the accepted Robert’s Rules of Order will be consulted regarding the specific question involved. No action taken by the Management Committee or any committee having authority of the Management Committee, and no action of the members, shall be invalidated due to failure to follow Robert’s Rules of Order.

Certificate of Secretary

I certify that I am the duly elected Secretary of TAPA ASIA, that the above bylaws are the bylaws of this association as adopted by the Management Committee and passed by a unanimous quorum of members on 15 January 2002 as amended this date.

Executed on 15 January 2002 at Hong Kong

__________________________
Secretary