Statutes – Asia Oceania Tax Consultants' Association (AOTCA)

Statutes

Statutes of Asia-Oceania Tax Consultants’ Association

Adopted on 6 November 1992 at the Foundation Meeting in Tokyo, Japan.

Amended on 10 November 1994, 7 November 1996, 13 November 1998, 6 November 2002, 16 February 2004, 27 November 2004, 18 October 2012, 18 October 2014, 6 October 2016, 4 July 2018 and 8 June 2021.

Chapter 1. General Provisions

Article 1. (Name)

This Association shall be called the Asia Oceania Tax Consultants’ Association (AOTCA), hereinafter referred to as the Association.

Article 2. (Objectives)

The objectives of the Association shall be to promote mutual understanding and co operation among the organisations whose memberships include tax consultants in the Asia Oceania region, to contribute to the expansion of the component members’ businesses related to taxation and its related areas, and to promote friendship among the members.

Article 3. (Activities)

In order to achieve the objectives prescribed in the preceding article, the Association shall engage in the following activities:

Provide and enhance opportunities to facilitate the exchange of information, expertise, knowledge on tax systems, tax administration, and tax consultant systems;

Provide and enhance opportunities to exchange information, expertise, knowledge on taxes and market trends;

Publish a journal and papers on taxes;

Enhance the ties with other international organisations, with the International Fiscal Association (IFA) and the Confederation Fiscale Europeenne (CFE) in particular, and promote the collection and utilization of relevant information; and

Engage in other activities necessary for the attainment of the objectives of the Association.

Article 4. (Offices)

The foundation office of the Association shall be at the office of the Japan Federation of Certified Public Tax Accountant’s Associations in Tokyo, Japan, for so long as that organisation is a member organisation and consents to the use of its office for that purpose.

The secretariat of the Association shall be located where the President designates.

All correspondence to the Association shall be addressed to the secretariat.

Article 5. (Member Organisations)

The ordinary membership of the Association shall consist of Asia Oceania region organisations whose members include tax consultants and who are recognised either by domestic law or general consensus within their own countries or regions as being substantial national organisations of good standing and whose admission has been approved at a General Meeting after considering the views of each member organisation which exists in the same country or region as the organisation applying for membership.

In addition to ordinary members, the Association shall recognize the following categories of associate members:

(1)

affiliate members, being organisations established outside the region whose members include tax consultants and who are recognised either by domestic law or general consensus within their own countries as being substantial national organisations of good standing;

(2)

candidate members, being Asia Oceania region organisations whose members include tax consultants and who are considered by the Association to be likely at some time in the future to be recognized either by domestic law or general consensus within their own countries as being substantial national organisations of good standing;

(3)

official members, being Asia Oceania region organisations whose members include tax consultants but which, by reason of their connection with governments or other official connections are not principally representative of independent private sector professionals and whose admission has been approved at a General Meeting.

An organisation that seeks membership in the Association shall submit a written application with the President of the Association.

The written application provided for in Section 2 above shall be accompanied by the following documents:

(1)

Letters expressing the views of each member organisation which exists in the same country or region as the organisation applying for membership.

(2)

Other documents that the President deems necessary.

When a member organisation wishes to withdraw from the membership, it shall submit a written notice by the end of October of any given year. The membership shall expire on January 1 of the following year.

A General Meeting may, by a three-fourths majority, suspend or terminate the membership of an ordinary member organisation, and may by a simple majority suspend or terminate the membership of an associate member organisation if:

(1)

the member organisation fails to comply with a provision of these Statutes for more than three months after being given notice to remedy the default; or

(2)

the member organisation ceases to be eligible to be admitted as a member in accordance with section 1.

Chapter 2. Officers and Administration

Article 6. (Officers)

The Association shall have the following officers:

President

Deputy President, who shall not be a member of the same member organisation as the President

Vice Presidents: One person nominated by each ordinary member organisation excluding (subject to Section 3 of Article 7) the member organisations to which the President and Deputy President belong.

Secretary General

Treasurer

Two Auditors who shall not be members of the same member organisation as each other or the President or Secretary General.

Article 7. (Election of Officers)

Officers other than Vice Presidents shall be elected at a General Meeting held in 2012 and biennially thereafter from among the individual members of the ordinary member organisations provided that the Secretary General need not be a member of such an organisation if he or she is a professional officer employed by such an organisation.

The Deputy President shall at the second General Meeting following the meeting at which the President was elected be declared elected as President for the ensuing term unless he/she declines the position or the meeting resolves to hold an election for that position.

Each ordinary member organisation excluding the member organisations to which the President and Deputy President belong shall nominate one of its members to act as Vice President and may at any time nominate a substitute for such Vice President. However, when President relinquishes presidency of the organisation that he/she belongs to due to termination, it may nominate a member of the organisation that he/she belongs to as Vice President.

In the event of a casual vacancy amongst the officers, it shall be filled as follows:

In the case of the President, the Deputy President shall complete the remainder of the term;

In the case of the Deputy President, the next meeting of the General Council shall elect the successor;

In the case of the Secretary General and Treasurer, the President shall appoint a person to complete that part of the term until the next meeting of the General Council and, subject to the approval of the General Council, the balance of the term;

In the case of a Vice President, the member organisation which nominated the Vice President whose position is vacant shall nominate the replacement; and

In the case of an Auditor, the next meeting of the General Council shall elect the successor provided that if a report is required by the Auditor at that General Council meeting, the member organisation to which the Auditor belongs shall appoint a successor for that purpose.

A vacancy may be left unfilled until the next General Meeting if a General Council so decides.

Article 8. (President, Deputy President and Vice Presidents)

The President shall manage and control all affairs of the Association.

The Deputy President and Vice Presidents shall assist the President as determined by the President and at the request of the President act for the President when the latter is unavailable.

Article 9. (Secretary General)

The Secretary General, as a representative of the Secretariat, shall supervise the administration of the Association.

Article 10. (Treasurer)

The Treasurer shall supervise the care and custody of the funds and other assets of the Association, be responsible for maintaining the books of account of the Association and perform such other duties assigned by the President.

Article 11. (Auditors)

The Auditors shall audit the accounting and the execution of affairs of the Association.

Article 12. (Term of Office)

The term of office for any officer other than a Vice President shall end on the conclusion of the General Meeting after his/her successor has been elected. An officer may be reappointed provided that the President may not serve more than two (2) complete terms but may serve two (2) such terms together with any part of a term served whilst filling a casual vacancy.

The term of office for an Officer who is elected to fill a casual vacancy shall be the same as that of the person he/she replaces.

An Officer who retires upon completion of his/her term shall continue to execute duties until a successor is installed.

Article 13. (Retirement of Officers)

When an Officer ceases to be a member of the organisation he/she belonged to at the time of being elected an Officer, he/she shall leave their post.

Article 14. (Execution of Duties)

No Officer may contravene the Statutes and decisions of a General Meeting or of the General Council.

Article 15. (General Council)

The General Council shall consist of the President, Deputy President, Secretary General, Treasurer and a Vice President nominated by each Ordinary Member organisation that has in the immediately preceding business year made a grant in aid to the Association of US$5,000 or more, and two other Vice Presidents from other member organisations not represented hereunder elected by a simple majority of votes of those other member organisations (including the member organisations of the candidates) cast by secret ballot at a General Meeting.

The General Council shall determine the following matters:
Proposals to be submitted to the General Meeting;
Matters which the Statutes provide must be approved by the General Council; and
Other important items related to the execution of business matters of the Association.

Notwithstanding anything to the contrary contained in these Statutes, should the foregoing powers conferred on the General Council be insufficient to deal with any emergency that may arise, authority is vested in it by resolution of no less than three quarters of its members at a meeting of which not less than 48 hours’ notice, including notice of the proposed resolution, has been given to take such action as it considers to be appropriate in the interests of the Association, provided that no such action shall contravene the spirit of these Statutes. Every such action of the General Council shall be recorded in its minutes and be notified within three (3) working days to each member.

Any two members may within seven (7) working days of receiving such notification request that a General Meeting be convened in accordance with Article 29(4) to consider any action taken by the Genera Council under Article 15(3). Notwithstanding Article 29(3), fourteen (14) days’ notice of the meeting shall be forwarded by the Secretary General to each member within two (2) working days of receipt of the request. At such meeting, any member may propose a resolution that the action of the General Council be not ratified. If that resolution is adopted, the General Council shall not proceed further with the action but any action taken by it in the meantime shall be valid.

Article 16. (Management of the General Council)

A meeting of the General Council may not be held unless it is convened by the President and more than one half of the Council’s members are present either in person or by electronic means.

The President shall preside over the meetings of the General Council and shall have a casting vote.

The General Council can finalise a decision based on the approval of more than one half of the members present.

A resolution in writing signed by a simple majority of the members of the General Council adopting a decision shall have the same effect as if it were adopted by the requisite majority of members present at a duly convened meeting, provided that each has been notified of the proposed resolution. Such resolution may be signed on counterpart copies and submitted to the secretariat by letter or facsimile.

The General Council shall meet four times in each year. At least two of such meetings shall be meetings at which members may attend in person.

Article 17. (Travel Expenses for Officers, etc.)

The Officers shall receive no remuneration. Expenses associated with an Officer’s travel in attending meetings of the General Council and General Meetings shall be defrayed by the organisation he/she belongs to or by the Officer concerned.

Chapter 3. Technical Committee

Article 18. (Formation)

A Technical Committee shall be formed. The Technical Committee shall comprise a Steering Committee and Technical Advisors shall be appointed by member organisations.

Article 19. (Composition)

The Technical Committee will have a Chairman and two Vice Chairmen. The Chairman and two Vice Chairmen will form the Steering Committee of the Technical Committee, and may decide to appoint not more than two further members to the Steering Committee for the same term of office of the Steering Committee. Article 7.1 applies to the election of Chairman and Vice Chairmen.

Article 20. (Functions)

The Technical Committee addresses current developments in international tax laws, regulations and compliance matters which affect tax professions in the region of Asia Oceania and other regions and continents. It forms opinions and where necessary provides a statement of such opinion, either on its own or jointly with CFE or other regional tax professional bodies, which will be published among AOTCA members and transmitted to the relevant tax authorities or trans-national bodies, as well as interested public.

Article 21. (Work Program)

The Steering Committee shall decide on issues and topics to be studied and addressed by the Technical Committee, may establish Working Groups to research, discuss and address particular issues and topics, and to assign the research work to the respective Working Groups, and finalise statements of opinion.

Article 22. (Casual Vacancies – Chairman and Vice Chairman)

The General Council will have the power to appoint Chairman and/or Vice Chairman to the Technical Committee in case of a casual vacancy.

Article 23. (Member Organization Nominations)

Each member organisation of AOTCA will nominate not more than two Technical Advisors to the Technical Committee to contribute to the Technical Committee and join as members or leaders of Working Groups formed by the Steering Committee.

Article 24. (Meetings of Committee)

Every year the Technical Committee shall meet at the same time and same venue when the annual meeting of the Association is held.

Chapter 4. Advisors and Honorary Advisors

Article 25. (Advisors)

Subject to approval by the General Council, the President may appoint from among the former officers of the Association and experts in the study or practice of taxation one or more advisors who shall advise on matters relating to the management of the Association.

Incumbent Officers of the Association shall not be appointed as Advisors.

Advisor(s) may attend the meetings of the General Council and General Meetings, and may speak upon request by the President.

The term of office of an Advisor shall be the same as that of the President who appointed him or her.

The provisions of Article 13 shall apply with all necessary adaptations to Advisors.

Article 26. (Honorary Advisors)

Subject to approval at a General Meeting, the President may appoint one or more former officers of the Association (excluding Advisors) as Honorary Advisors.

Incumbent Officers of the Association shall not be appointed as Honorary Advisors.

Honorary Advisors may attend the meetings of the General Council and General Meetings, and may speak thereat.

The term of office of an Honorary Advisor shall be for life.

The provisions of Article 13 shall apply with all necessary adaptations to Honorary Advisors.

Article 27. (Travel expenses for Advisors and Honorary Advisors)

The provisions of Article 17 shall apply with all necessary adaptations to Advisors and Honorary Advisors.

Chapter 5. General Meetings

Article 28. (Composition)

A General Meeting is constituted by all the member organisations and is attended by either the head of each organisation or someone else who has been delegated by the head.

The head of each member organisation may nominate up to three further persons who are members of his/her organisation who shall represent that organisation at a General Meeting.

Article 29. (Convening)

The President shall annually convene a regular General Meeting and also convene special sessions whenever necessary.

The President shall convene an Extraordinary General Meeting when it is requested by more than one third of the members.

To convene a General Meeting, a written notice which specifies the time, place and purpose(s) shall be given to all members not less than two months in advance.

A General Meeting may be held at more than one place using any communication technology that enables the members who are not together at the same place to speak to or hear each other. A member shall be deemed to be present at a General Meeting and be counted towards the quorum of that meeting if the head of the member organisation, or a representative duly authorized by the member organisation, participates in the meeting through the communication technology used by the Association at that meeting.

Article 30. (Right to Vote)

Each ordinary member organisation shall have one vote. Except as provided in Section 2, no other person or organisation may exercise a vote. A person nominated pursuant to Section 2 of Article 28 may speak at the meeting but shall have the right to cast the organisation’s vote only if that right is delegated to that person by the head of that organisation.

The President shall preside over General Meetings and shall have a casting vote but unless he or she also represents a member organisation shall not have a deliberative vote.

The votes cast by member organisations through their representatives who participated the General Meeting physically or through communication technology will all be counted towards a resolution of a motion.

Article 31. (Conditions for a Decision)

A General Meeting may make a decision by a majority of ordinary members present when more than one half of all ordinary members are in attendance.

Despite the provision in the preceding Section, a decision to amend the Statutes shall be made by a majority of two thirds or more of the ordinary members present at a session attended by more than one half of the ordinary members.

A resolution in writing signed by the duly appointed representatives of a simple majority of all the member organisations adopting a decision shall have the same effect as if it were adopted by the requisite majority of members present at a duly convened meeting, provided that each member organisation has been notified of the proposed resolution. Such resolution may be signed on counterpart copies and submitted to the secretariat by letter or facsimile.

Article 32. (Exercise of the Right to Vote by Delegation)

A member organisation which is unable to attend a General Meeting may exercise its right to vote by delegating another member organisation to vote on its behalf by indicating in writing, in advance, its decision on an item on the agenda.

Article 33. (Matters to be Decided by the General Meeting)

A General Meeting decides the following matters:

Matters in these Statutes which require discussion by a General Meeting;

The time and host country of the next regular General Meeting;

Revision of the Statutes; and

Other important matters regarding the operation of the Association.

Article 34. (Minutes)

Minutes of a General Meeting shall be prepared by the Secretary General..

The Minutes of a General Meeting which record the summary and the results of the proceedings shall be kept with the signatures of the chairperson and more than two of the component members of the session.

The Minutes shall be mailed to all member organisations as soon as possible.

Chapter 6. Admission and Annual Fees

Article 35. (Admission Fee)

Each member organisation shall pay an admission fee of US$1,000 at the time of its admission. The President may reduce the admission fee by an amount not exceeding US$500 having regard to the financial circumstances of the organisation at the time of the membership application.

Article 36. (Admission Fee)

Each member organisation shall pay a basic fee of US$1,000 per business year, to be paid by the end of February. A member who joins the organisation during a business year shall pay this amount at the time of their admission.

In addition an organisation whose members number between 1,000 and 5,000 shall pay an additional fee of US$1,000 and an organisation whose members exceed 5,000 will pay an additional fee of US$2,000.

Notwithstanding where a member organisation is not established primarily for the benefit of tax consultant but whose membership includes tax consultants the size of the organisation shall be measured on the proportion of members practicing primarily as tax consultants.

Article 37. (Business Year)

The Association’s business year begins on 1 January and ends on 31 December.

Article 38. (Expenses)

The expenses of the Association shall be defrayed by admission fees, annual fees, voluntary contributions and other revenues.

Article 39. (Audit Reports)

The auditors shall audit the accounting of the Association, inspect its proceedings, summarize the results as an audit report and submit it to the President and the General Meeting.

The President shall mail to all member organisations each audit report prepared pursuant to the preceding paragraph.

Chapter 7. Miscellaneous Rules

Article 40. (Official Language)

The official language of the Association shall be English. The General Council may designate another official language when it finds it necessary to do so.