CONSTITUTION OF THE
ASIA-PACIFIC FRANCHISE CONFEDERATION (APFC)
(As Last Amended on 8th of October 2015, Brisbane, Australia)
CLAUSE 1.. NAME
CLAUSE 2.. REGISTERED PLACE OF BUSINESS
CLAUSE 3.. LOGO
CLAUSE 4.. DEFINITION
CLAUSE 5.. AIMS AND OBJECTIVES
CLAUSE 6.. MEMBERSHIP
CLAUSE 7.. ENTRANCE FEES AND OTHER DUES
CLAUSE 8.. RESIGNATION AND EXPULSION
CLAUSE 9.. RIGHTS OF MEMBERS
CLAUSE 10.. GENERAL MEETING
CLAUSE 11.. CHAIRPERSONS OF THE MEETINGS
CLAUSE 12.. SECRETARIAT FOR THE MEETINGS
CLAUSE 13.. COMMITTEE
CLAUSE 14.. DUTIES OF OFFICE-BEARERS
CLAUSE 15.. VOICE OF APFC
CLAUSE 16.. PROHIBITIONS
CLAUSE 17.. FUNDING AND FINANCIAL PROVISIONS
CLAUSE 18.. AUDIT
CLAUSE 19.. RECORDS
CLAUSE 20.. USE OF THE APFC NAME
CLAUSE 21.. AMENDMENTS OF THE CONSTITUTION
CLAUSE 22.. DISSOLUTION
CONSTITUTION OF THE APFC
CLAUSE 1 .. THE NAME
The organization will be known as the Persekutuan Francais Asia- Pasifik [Asia-Pacific Franchise Confederation]. The acronym of the organization is “APFC”
CLAUSE 2 .. REGISTERED PLACE OF BUSINESS
The registered place of business shall be at 1st Floor, Wisma Motor,
339, Jalan Tuanku Abdul Rahman, 50100 Kuala Lumpur, Wilayah
Persekutuan Kuala Lumpur
or, at any other place which will be decided by the Committee from
time to time; and the postal address is; Sekretariat Malaysian
Franchise Association, 1st Floor, Wisma Motor, 339, Jalan Tuanku
Abdul Rahman, 50100 Kuala Lumpur, Wilayah Persekutuan Kuala
The registered place of business cannot be changed without the prior approval of the Registrar of Societies.
CLAUSE 3 .. LOGO
(1) The logo of the organization symbolizes the cooperation among the member countries which are united under the roof of APFC.
(2) The globe in the middle of the logo represents the region which the member countries of APFC belong to.
(3) The two (2) semi-circles at both side of the globe bring the meaning of unity in spirit among the member countries.
(4) The three (3) basic colours- yellow, blue and red used on the logo reflect the global nature and acception among the Members which will be practiced in the organization.
CLAUSE 4 .. DEFINITION
Society means the Persekutuan Francais Asia-Pasifik (Asia-Pacific Franchise Confederation)
Confederation refers to the APFC
Asia Pacific Region is defined as countries in the Asean Free Trade Area (AFTA) consisting of 10 Asean countries such as Brunei Darussalam, Cambodia, Indonesia, Lao PDR, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam PLUS Australia, China and its Territories, India, Japan, Korea, New Zealand and to include other countries on a case to case basis.
Association means a National Franchise Association as further defined in CLAUSE 6
Chairperson means the Chairperson of the host nation of the meeting.
Chairperson Elect means the Chairperson of the host nation selected for the subsequent meeting
Committee means the body as further defined in CLAUSE 13 (1-2)
Committee Member means a representative appointed in accordance with CLAUSE 13 (2)
Member means a National Franchise Association as further defined in CLAUSE 6 (1) (i-iii)
Associate Member means a National Franchise Association as further defined in CLAUSE 6 (1) (b)
Secretariat means a Member appointed to provide the day to day administration of the Confederation in accordance with CLAUSE 14 (3) and CLAUSE 15 (5)
Treasurer means a Member appointed by the Committee to fulfill the function further defined in CLAUSE 14 (4)
CLAUSE 5 .. AIMS AND OBJECTIVES
(1) To provide a forum within which each properly constituted National Franchise Association in the Asia Pacific Region can share experience of, information and technical “know-how” on, franchising, including the possibility of the establishment of better communication channels among members;
(2) To encourage the development of properly constituted National Franchise Associations in all countries within the Asia Pacific Region in order to strengthen the industry networking regionally;
(3) To represent regional information on franchising and the common views of National Franchise Associations within the region to the international bodies, like World Franchise Council and European Franchise Federation.
CLAUSE 6 .. MEMBERSHIP
(1) a) Membership of the Confederation is open to National Franchise Associations of countries and territories in the Asia Pacific Region whose constitution requires, and which in practice have;
i. A subscribing membership which is in the majority composed of franchising companies or their representatives.
ii. A governing body which is in the majority composed of franchising companies or their representatives.
iii. A Code of Ethics which franchising members must comply with and which is consistent with the Code of Ethics promulgated by the World Franchise Council or such other equivalent code.
b) Associate Membership is open to National Franchise Associations which give a written commitment to work towards the Confederation’s Membership requirements and which in practice are seen to be doing so, but which do not meet those requirements at the time of application.
c) Only one National Franchise Association will be recognized by the Confederation for each country but exceptions will be considered by the Confederation on a case-to-case basis. In any case for consideration under this provision, in addition to the requirements for approval of Membership as in Sub Clause (2) below, a written recommendation shall be provided giving details of the reasons why an exception should be permitted, including its anticipated future effect on franchising in the country and should be sponsored by two existing Members.
(2) Every application for membership shall be proposed and seconded by two existing Members and shall be forwarded to the Secretariat who shall then submit it to the Committee for approval. The Committee may at its discretion reject any application without assigning any reason thereto.
CLAUSE 7 .. ENTRANCE FEES AND OTHER DUES
(1) An initial application fee will be paid and an annual subscription fee will be charged and paid by each Member in USD. The amount will be determined by the Committee and reviewed from time to time.
(2) All subscriptions shall be paid at the time of application. Annual subscriptions shall become payable on or before the end of February of each year. Annual subscription for any application approved subsequent to February, shall be proportionate to the remaining period of the year.
(3) Any Member who is in arrears of subscription for more than 1 year shall receive a written notification signed by or on behalf of the Chairperson and shall be denied the privileges of membership.
CLAUSE 8 .. RESIGNATION AND EXPULSION
(1) Any Member who wishes to resign from the Confederation shall give two weeks’ notice in writing to the Secretariat and pay up all dues.
(2) Each APFC Member should attend at least one APFC meeting in two, which means in practice to attend at least one meeting in 2 years or to send the confederation a full country report at least once in two years.
(3) Any Member who fails to comply with the Constitution of the Confederation or has acted in a manner to bring disrepute upon the Confederation may be expelled or suspended for a period of time as the Committee deems fit. Before the Committee expels or suspends the Member, the Member shall be informed in writing of the grounds for such expulsion or suspension, and be given an opportunity to explain in writing why expulsion should not proceed. Such suspension or expulsion shall be enforced, unless otherwise reversed by the Committee upon appeal by the said Member.
CLAUSE 9 .. RIGHTS OF MEMBERS
(1) Each Member will be entitled, but not obliged, to nominate two representatives to attend and speak and vote at general meetings of the Confederation. One of those representatives must be (in order of preference);
i. The elected Chairperson of the Member;
ii. The appointed Chief Executive Officer of the Member;
iii. A Board Member of the Member;
iv. A representative appointed at least four weeks in
advance and in writing by the Chairperson of the
v. Each Member is entitled to one vote.
(2) Each Member of the Confederation, in addition to their speaking representatives, will be entitled, but not obliged, to send up to two observers (without speaking rights) to the Confederation meetings subject to the maximum number of observers as determined by the Secretariat appointed to organise the meeting. All nominations must be made at least four weeks in advance in writing by the Chairperson of the Member.
(3) Each Associate Member of the Confederation will be entitled, but not obliged, to send up to two observers (without speaking or voting rights) to the Confederation meetings.
CLAUSE 10 .. GENERAL MEETING
(1) The supreme authority of the Confederation is vested in a general meeting of the Members. At least one-half of the total voting membership of the Confederation or the voting Members present representing twice the total number of committee members, whichever is lesser, must be present at a general meeting for its proceedings to be valid and to constitute a quorum.
(2) If half an hour after the time appointed for a general meeting a quorum is not present, the meeting shall be postponed to a date (not exceeding 30 days) to be decided by the Committee; and if a quorum is not present half an hour after the time appointed for the postponed meeting, the Members present shall have power to proceed with the business of the day but they shall not have power to alter the rules of the Confederation or make decisions affecting the whole membership.
(3) An Annual General Meeting of the Confederation shall be held after the close of each financial year on a date and at a time and place to be decided by the Committee. The business of the Annual General Meeting shall be:
i. To receive the Committee’s report on the working of the
Confederation during the previous year;
ii. To receive the Treasurers’ report and the audited accounts of the Confederation for the previous year;
iii. To elect a Committee and to appoint auditors for the ensuing year;
iv. To deal with such other matters as may be put before it.
(4) The Secretariat shall send to all Members at least 30 days before the meeting an agenda including copies of minutes and reports, together with the audited accounts of the Confederation for the previous year. Copies of these documents will also be made available at the registered place of business of the Confederation for the perusal of Members.
(5) An extraordinary general meeting of the Confederation shall be convened:
i. Whenever the Committee deems it desirable; or
ii. At the joint request in writing of not less than 1/5 of all the Members, stating the objects and reasons for such meeting.
(6) An extraordinary general meeting requisitioned by Members shall be convened for a date within thirty days of the receipt of such requisition.
(7) Notice and agenda for an extraordinary general meeting shall be forwarded by the Secretariat to all Members at least fifteen days before the date fixed for the meeting.
(8) Clauses 10(1) and 10(2) above with regard to the quorum and the postponement of an Annual General Meeting shall apply also to an extraordinary general meeting, but with the proviso that if no quorum is present after half an hour from the time appointed for a postponed extraordinary general meeting requisitioned by the Members, the meeting shall be cancelled, and no extraordinary general meeting shall be requisitioned for the same purpose until after the lapse of at least six months from the date thereof.
(9) The Secretariat shall forward to all Members a copy of the draft minutes of each annual and extraordinary general meeting as soon as possible after its conclusion.
CLAUSE 11 .. CHAIRPERSONS OF THE MEETINGS
(1) The Confederation will not have a Chairperson as a permanent appointment.
(2) Each meeting of the Confederation will be jointly chaired by the Chairperson of the National Franchise Association of the host country and the Chairperson of the appointed subsequent host country as the “The Chairperson Elect”.
CLAUSE 12 .. ADMINISTRATION FOR THE ANNUAL GENERAL MEETINGS
(1) At each General Meeting of the Confederation a Member will be appointed as Chairperson Elect to host and to provide administrative services for the subsequent meeting.
(2) In making the initial and any subsequent appointments as Chairperson Elect, the Confederation will have due regard to the need to appoint a Member that has, or has access to, the resources in meeting the administrative requirements and linguistic capacity to fulfill the function.
(3) The same Member may be appointed in accordance with CLAUSE 15.5 to provide the Secretariat and/or meeting administrative services on succeeding occasions.
(4) However, the meeting will have due regard to balance the benefits of continuity with the benefits of rotating the place of meeting.
(5) Only those Members who confirm their willingness to provide the Secretariat and/or meeting administrative services will be considered.
CLAUSE 13 .. COMMITTEE
(1) Main Committee shall consist of the following:
ii.) Chairperson Elect
v.) Immediate Past Chairperson
The Main Committee will have the discretion to appoint two (2) additional Committee Members as it will deem necessary from amongst the Members.
The Committee Members are to hold office for a period of one year and may be reappointed for a like period.
(2) The management of the Confederation shall be vested in the
Committee as nominated in SUB CLAUSE (1).
(3) The function of the Committee is to organise and supervise the day-to-day activities of the Confederation and to make decisions on matters affecting its running within the general policy laid down by the general meeting. The Committee may not act contrary to the express wishes of the general meeting without the prior reference to it and shall always remain subordinate to the general meeting. It shall furnish a report to each Annual General Meeting on its activities during the previous year.
(4) The Committee will meet at least once every 6 months and a 30 day notice of each meeting shall be given to the Members. The Chairperson acting alone, or not less than three of its Members acting together may call for a meeting of the Committee to be held at any time. At least ½ (one-half) of the Committee members must be present for its proceedings to be valid and to constitute a quorum.
(a) The Committee may conduct its meetings wholly or partly by telephone or by teleconference, electronic or other suitable means provided however that all Members of the Committee present or otherwise attending the meeting shall be in simultaneous contact or communication with one another throughout the entirety of the meeting unless permission is sought by and given to a Committee Member wishing to retire from the meeting at any stage. Such meetings must be recorded electronically and a copy must be stored for future reference.
(5) Where any urgent matter requiring the approval of the Committee arises and it is not possible to convene a meeting, the Secretariat may obtain such approval by means of a circular letter. The following conditions must be fulfilled before a decision of the Committee is deemed to have been obtained:
(a) The issue must be clearly set out in the circular and forwarded to all Members of the Committee.
(b) At least 2/3 (two thirds) of the Members of the Committee must indicate whether they are in favour or against the proposal.
(c) Any decision obtained by circular letter shall be reported by the Secretariat in the next Committee meeting and recorded in the minutes thereof.
(6) Between Annual General Meetings, the Committee shall interpret the rules of the Confederation and, when necessary, determine any point on which the rules are silent.
(7) Except where they are contrary to or inconsistent with the policy previously laid down by general meeting, the decisions of the Committee shall be binding on all Members of the Confederation unless and until countermanded by a resolution of a general meeting.
(8) The Committee shall give instructions to the Secretariat and other officers for the conduct of the affairs of the Confederation. It may appoint such officers and such staff Members, as it deems necessary. It may suspend or dismiss any officers or members of the staff for neglect of duty, dishonesty, incompetence, refusal to carry out decisions of the Committee, or for any other reason which it deems good and sufficient in the interest of the Confederation, subject to the application of any applicable employment legislation.
CLAUSE 14 .. DUTIES OF THE CONFEDERATION’S COMMITTEE
(1) The Chairperson shall during his/her term of office preside at all general meetings and all meetings of the Committee and shall be responsible for the proper conduct of all such meetings. The Chairperson shall have the casting vote and shall sign the minutes of each meeting at the time they are approved.
(2) The Chairperson Elect shall be the deputy to the Chairperson during his/her absence.
(3) The Secretariat shall conduct the business of the Confederation in accordance with the rules, and shall carry out the instructions of the general meeting and of the Committee. The Secretariat shall be responsible for conducting all correspondence and keeping all books, documents and papers except the financial records. The Secretariat shall attend all meetings, and record all proceedings and shall maintain an up-to-date Membership register consisting of (where appropriate) the names, address, and details which may be necessary under Clause 6 (1) (a) and Clause 6 (1) (b).
(4) The Treasurer shall be responsible for the finances of the Confederation. The Treasurer shall keep an account of all its financial transactions and shall be responsible for their correctness.
(5) The Committee Members shall carry out such duties as directed by the Chairperson.
CLAUSE 15 .. VOICE OF THE CONFEDERATION
(1) Except as provided for in CLAUSE 10 (5), the Confederation will only have a voice on those matters where there is unanimity amongst its Members.
(2) A Member may appoint any other Member as its Proxy given at least two weeks in advance in writing to the Chairperson and copied to the Secretariat. Such Proxy may either be open or with instructions to vote on specific matters.
(3) For the purpose of unanimity at a meeting of the Confederation at which Members are not present or represented by proxy, the views of the Members not represented will be confirmed or rejected subsequently in writing by response within 28 days of the Secretariat’s request to do so.
(4) Members failing to respond will be taken to have endorsed the proposal. Notwithstanding any Confederation’s agreement on representation to a regional, international or other body, the Confederation Members will remain entirely free to make whatever representations they may determine to any person or body of their choice but not under the name, logo or other endorsement of the Confederation.
(5) The appointment of the Secretariat at the annual Confederation meeting, may be determined by a simple majority vote of those Members represented either in person or by proxy.
(6) The signatories to the Confederation’s letterhead and other documents will be the Chairperson.
(7) The Chairperson and the Secretariat will be authorized to speak in the Confederation’s name only on those matters which fall clearly and unambiguously within the policies previously and properly agreed for external communication by the Confederation.
(8) The Confederation may also agree at a properly constituted meeting to appoint any Member to represent its views on a specific subject to a specific organization.
CLAUSE 16 .. PROHIBITIONS
(1) None of the following games shall be played in the Registered Place of Business of the Confederation: Roulette, Lotto, Fan Tan, Poh, Peh Bin, Belankai, Pai Kau, Tau Ngau, Tien Ngau, Tien Kow, Chap Ji Kee, Sam Cheong, Twenty One, Thirty One, Ten and a half, all games of dice, banker’s games, all video games of mere chance.
(2) The Confederation shall not hold any lottery, whether confined to its Members or otherwise, in the name of the Confederation, its Committee or Members without prior approval from the authorities concerned.
CLAUSE 17 .. FUNDING AND FINANCIAL PROVISIONS
(1) The direct costs of administering a meeting of the Confederation will be met by the host nation.
(2) The general staff and administration costs of the Secretariat will be met from the Confederation funds.
(3) The funds of the Confederation may be expended on any or all of the following matters:
(a) The payment of cost and expenses of the administration of the Confederation including audit of the accounts of the funds.
(b) The editing, printing, publication and circulation of any journal, magazine, newsletter or other printed literature and the publication of material by electronic means by the Confederation for the advancement of its objectives or promotion of the interest of the Members in accordance with its registered aims and rules.
(4) Any other liabilities incurred will be the responsibility of the Member which has been appointed as the Secretariat.
(5) Any project outside the administration of the Confederation meetings will be subject to separate funding proposals for each project.
(6) No such project will be considered and approved unless the proposing Member clearly states the availability and the sources of the Funding thereof.
(7) All Members and observers will be responsible for meeting their own travel, accommodation and subsistence costs for attending meetings of the Confederation.
(8) The Confederation may agree to meet all or part of the costs of its representation to an international body by one or more of its Members.
(9) In case a Member is invited to a meeting of the Confederation to represent the Confederation’s view towards an organization in the representative’s own country, the Member concerned will be expected to meet any costs involved.
(10) All moneys which belong to the Confederation and which are not required for approved current expenses shall be deposited by the Treasurer within seven days of receipt in a bank approved by the Committee. The bank account shall be in the name of the Confederation.
(11) All payments on the Confederation account must first be approved by the Committee for payment by the Treasurer. In the absence of the Secretariat or Treasurer, the Committee shall appoint an Assistant Treasurer to sign as an alternate.
(12) The Treasurer may hold a Petty Cash not exceeding USD 100.00 at one time. Or the equivalent in the local currency of the Association fulfilling the role of Secretariat.
(13) No disbursement of funds of the Confederation exceeding USD 500 00 (Five Hundred Dollars), at any one time shall be incurred without the prior sanction of the Committee and no expenditure exceeding USD 1,000 (One Thousand Dollars), in time shall be incurred without the prior sanction of a General Meeting. Expenditure less than USD 500 (Five Hundred Dollars), may be approved by the Chairperson, the Secretary or Treasurer. Or the equivalent in each case in the local currency of the Member fulfilling the role of the Treasurer.
(14) As soon as possible after the end of each financial year, a statement of receipts and payments and a balance sheet for the year shall be prepared by the Treasurer and audited by the Auditors appointed. The audited accounts shall be submitted for the approval of the next annual general meeting, and copies shall be made available at the registered place of business of the Confederation for the perusal of Members.
(15) The financial year shall begin on the 1st January and end on
31st December every year.
CLAUSE 18 .. AUDIT
(1) A Member, who is not yet a member of a Committee of the Confederation, shall be appointed by the Annual General Meeting as Auditor. He shall hold office for one year and may be reappointed.
(2) The Auditor shall be required to audit the accounts of the Confederation for the year, and to prepare a report or certificate for the annual general meeting. He may also be required by the Chairperson to audit the accounts of the Confederation for any period within the tenure of office at any date, and to prepare a report to the Committee.
CLAUSE 19 .. RECORDS
(1) The proceedings of the Confederation will be recorded in minutes produced by the Secretariat.
(2) The minutes will be signed by the Chairperson of the succeeding meeting on the agreement of those present that they are accurate as a record of the meeting.
(3) Copies of the Confederation records, letters and other documents will be maintained by the Secretariat.
(4) Records of any separate programme approved and funded by the Confederation will be kept by the Treasurer, and will be freely open to any Member requesting access.
(5) The benefit of any database using the Confederation funds will reside in the Confederation and will be held in trust for the Confederation’s Members.
CLAUSE 20 .. USE OF THE CONFEDERATION’S NAME
(1) Any Member may request the Confederation at a meeting, to agree to give its endorsement to an event, function, publication or other service intended to offer a benefit to the franchising community in their country.
(2) Any commercial gains must be beneficial to the majority of the companies in the respective country and can only be permitted if the event, function, publication or other service has some international dimension that cannot be adequately or appropriately covered by endorsement from the Member concerned.
(3) The Confederation may, but is not obliged, to seek a fee or fee share in respect of the use of its name. Such fees are to be used in meeting the Confederation’s Secretariat costs or project costs as determined by the Committee.
(4) In order to prevent unauthorized use of the Confederation’s name or logo, Members shall report any instances of misuse to the Secretariat as soon as practical. On receipt of such information, the Secretariat will take such action as is necessary to terminate such unauthorized use and report its actions to the Committee.
CLAUSE 21 .. AMENDMENTS OF THE CONSTITUTION
The Constitution may not be amended except by resolution at a quorum meeting approved by a majority of Members. Such amendments shall take effect from the date of their approval by Registrar of Societies of Malaysia. Any amendment to the Constitution shall be forwarded to the Registrar of Societies of Malaysia within 60 days of being passed by the general meeting.
CLAUSE 22 .. DISSOLUTION
(1) The Confederation may be voluntarily dissolved by a resolution of not less than three-fifths of the total Membership.
(2) Notice of dissolution shall be forwarded to the Registrar of Societies of Malaysia within 14 days of such dissolution.