(Final as of 4 November 2013)

THE CHARTER OF

ASIA PACIFIC ROUNDTABLE FOR

SUSTAINABLE CONSUMPTION AND PRODUCTION

ARTICLE I: NAME

This Association representing organizations and individuals involved in the promotion of sustainable consumption and cleaner production in the respective nations of the Asia Pacific shall be called the Asia Pacific Roundtable for Sustainable Consumption and Production. (Hereinafter referred to as APRSCP)

ARTICLE II: ORGANIZATION

The APRSCP shall be incorporated as an international, autonomous, non-governmental, nonprofit, non discriminatory organization.

ARTICLE III: VISION AND MISSION

  1. Vision

To become a sustainable regional network and partnership, to enable Asia Pacific to be a dynamic and a prosperous region, with its countries fully committed to the principles of Sustainable Consumption and Production.

  1. Mission

To provide leadership and support that will enhanceinformation flow and human resources development, and will strengthen public/private partnerships to stimulate the promotion and implementation ofsustainable consumption and production policies, strategies and technologies in the region.

ARTICLE IV: OBJECTIVES

The objectives of APRSCP shall, inter alia, be:

1. To promote technology and information exchange on sustainable consumption andcleaner production in the Asia Pacific Region.

2. To develop a network of individuals and organizations with expertise in sustainableconsumption and production in the Asia Pacific Region.

3. To foster regional cooperation to accelerate sustainable consumption and productionas a leading mechanism for achieving environmental protection, social wellbeing and sustainable development.

4. To encourage actionof all interested stakeholders such as firms inindustrial, agricultural, commercial and service sectors, associations, consultants,governmental agencies, academia, research institutions and NGOs in promotion andimplementation of sustainable consumption and production.

5. To serve as an objective source of analysis and review concerning sustainableconsumption and production issues in the Asia Pacific Region.

6. To encourage the setting up of country Chapters or activities of APRSCP to promotesustainable consumption and production in each and every country in the Asia Pacific region.

7. To serve as a knowledge hub on SCP for all stakeholders in the Asia Pacific Region.

8.To serve as a reference centre for matters related to Sustainable Consumption and Production in the Asia Pacific region.

ARTICLE V: ACTIVITIES

The program of activities of the APRSCP set forth in this charter consists of but are not limitedto:

1. Engaging in information exchange among its members, using appropriate approachessuch as newsletters, e-mail list servers, technical journals, special publications,conferences and symposia.

2. Conducting training sessions, workshops, and staff exchanges for the purpose ofincreasing the skills and knowledge of members and other interest parties.

3. Acting as a clearinghouse for the exchange of data and information on sustainableconsumption and cleaner production in the Asia Pacific Region, including such itemsas reports, books, articles, data and statistics.

4. Developing and maintaining a directory of professionals involved in promotion ofsustainable consumption and cleaner production who are available to provide adviceand counsel.

5. Supporting development of new country-level stake holder forums for sustainable consumption andproduction and foster sharing of information and experience throughcountry-level sustainable consumption and productionroundtables.

6. Assembling, following a protocol to be specified in the bylaws, qualified and objectivecommittees and working groups that can provide competent and objective analyses aswell as information on sustainable consumption and cleaner production.

7. Maintaining relationships among APRSCP, its members, and appropriate regional andinternational organizations.

8. Carrying out activities, programs and initiatives as necessary to fulfill the mission andobjectives of APRSCP, such as the periodic regional roundtable.

9.To recognize and reward champions of SCP among industries, academics, researchers, professionals and policy makers.

10. Participate in International projects related to SCP

ARTICLE VI: ORGANIZATIONAL STRUCTURE

The APRSCP shall be organized and shall function as follows:

1. Membership: Members shall be organizations and individuals involved in promotion of sustainable consumption and production in countries in the Asia Pacific Region. Each membership organization shall designate one individual as its representative.

2. Board of Trustees: The board shall have no more than seventeen members elected from the organization membership, in accordance with Article XI.

3. Secretariat: Anadministrative secretary shall beappointed full time or part time and support personnel shall staff the secretariat under the guidance of the Hon Secretary General. The location of the secretariat may be permanent or revolving based on the decision of the board of Trustees.

4. Registration: For the purpose of formal and legal requirements for financial and banking matters, contractual needs the APRSCP will be registered as a nonprofit international organization in Thailand under the laws of Thailand.

ARTICLE VII: MEMBERSHIP

1. Basic authority of the APRSCP shall be vested in the membership. Every member who has paid all dues is eligible to be elected to the board. Executive direction shall be entrusted to the Board of Trustees through its president and General secretary as hereafter set forth.

2. Each organizational member who has paid all dues shall designate one representative for voting purposes.

3. The members from any one country shall not exceed 30% of the total eligible voting membership.

4. The powers of the membership include:

(i) Electing the board of Trustees at the designated membership meeting which will be held at a frequency determined by the Board of Trustees.

(ii) Proposing or otherwise acting on amendments to the charter, as stated in Article XVIII.

(iii) Dissolving APRSCP in accordance with Article XIX.

5. At least 20% of the total membership shall constitute a quorum for voting purposes. In lieu of the membership meetings, APRSCP business may be conducted by mail or electronically.

6. For the purposes of electing the Board of Trustees, the following procedures shall be followed.

(i) The Board of Trustees shall have no more than seventeen members.

(ii) No more than two trustees shall be from the same country.

7. Each Trustee shall be elected for duration of three designated membership meetings. Terms shall be staggered such that no more than nine trustees are elected each cycle.

8. The Board of Trustees may suspend those members, which are two years behind in payment of the annual fees.

9. During this suspension a Member has no right to hold a seat in General Assembly or on the Board of Trustees or to vote. Furthermore the suspended member may be denied the right to utilize facilities provided by APRSCP. A suspended Member may be restored to their status by paying the dues in arrears.

10. If a suspended Member continuously fails to pay the dues he/she will be deemed dropped from Membership of APRSCP as soon as three consecutive subscriptions have remained unpaid.

11. Any Member may withdraw from the Association by written notice to the GeneralSecretaryand on tabling such notice to the board of trustees. Such notice shall be made at least 6 months in advance.

ARTICLE VIII: MEMBERSHIP QUALIFICATIONS AND OBLIGATIONS

The members of the APRSCP shall constitute two categories viz:

(i) Organizational Members and

(ii) Individual Members

1. (i) Organizational members may include any non-governmental, governmental,academic, private or international/localindustrial/manufacturingand other business organizations whose mission and activitiesinclude promoting and/or practicing applications of sustainable consumption and production.

(ii) Individual membership shall be open to any individuals who are interested in thepromotion of sustainable consumption and production in the Asia Pacific Region.

2. The members shall conduct themselves in the spiritof international cooperationand coordination as embodied in APRSCP’s vision and mission statement.

3. Applicants for membership shall:

i) Engage in promotion and/or implementation of sustainable consumption andproduction.

ii) Agree to the charter of the APRSCP.

iii) Be willing to share the information and experiences pertaining to use of sustainable consumptionand production approaches and technologies.

iv) Meet the financial obligations of membership.

v) Agree to participate actively in the activities of the APRSCP, as described inArticle IV.

vi) Be approved for membership by a majority vote of the board of trustees inaccordance with Article VIII.

4. Application for membership shall be made to the executive secretary, who shallmake the necessary arrangements for approval by the board of Trustees.

ARTICLE IX: MEMBERSHIP FEE

  1. There is a requirement for a one-off member registration fee and an annual member subscription fee, as prescribed in Annex 1, the amount of the fees to be reviewed at suitable time intervals by the Board
  1. Membership fees paid will not be refunded or returned to any members uponwithdrawal from the membership of APRSCP.
  1. The existing members of APRSCP either through payment of a fee by through participation in the Roundtables will be exempted from the registration fee. However they have to pay the annual fee to continue with the membership.

ARTICLE X: REVOCATION OF MEMBERSHIP

If upon determination of the board of trustees, an organization or individual is deemed tohave failed to fulfill its membership qualifications and obligations as stated in Article V, itsmembership shall be subject to revocation.

ARTICLE XI: BOARD OF TRUSTEES

1) Only members who are permanent residents of a country in the Asia Pacific region or who are temporarily residing and/or employed in the Asia Pacific are eligible to be a member of the Board of Trustees. In case of members who are temporarily residing and/or employed in the Asia Pacific the membership of the board shall be limited to period of such status.

2) Board members must be eligible voting members.

3) The Board of Trustees is responsible for managing and operating the APRSCPpursuant to decisions and policies adopted by the membership.

4) The Board of Trustees may draw up bylaws.

5) The Board of Trustees may elect among itself an executive committee.

6) The Board of Trustees may appoint other committees among APRSCP members toundertake activities of the organization. The committees shall have no powers otherthan those derived from the board.

7) The Board of Trustees shall meet at such times as necessary.

8) The Board of Trustees shall, among its other duties, be responsible for :-

(i) Convening roundtable meetings at regular intervals not exceeding twenty fourmonths.

(ii) Implementing the election processes for the Board of Trustees.

(iii) Incorporating and sustaining APRSCP as a legal, non-profit, non-governmentalentity consistent with the nature set forth in Article II.

(iv) Preparation of a business plan for the approval of the General Assembly.

(v) Preparing and approving the General Budget.

(vi) Authorizing the performance of an independent, certified audit of financialrecords.

(vii) Developing and approving the work program, including long-range plans.

(viii) Electing officers (President, vice President General Secretary and treasurer).

(ix) Appointing the General secretary and establishing the terms of service.

(x) Recruiting new members and serving as liaison to members, internationalorganizations and national groups.

(xi) Approving applications for membership.

(xii) Approving the decision of membership for failure to meet member qualificationsand obligations, as stated in Article VI.

(xiii) Approving leases, grants, contracts, fellowships and other agreements.

(xiv) Supervising finances, monitoring dues, and approving financial contributionsdonated in accordance with Article XI.

(xv) Defining of the regional coverage by the APRSCP and the location ofAPRSCP’s secretariat.

9) For purposes of staggering the terms of the first board of trustees as elected under theterms of this charter, elected members shall serveduration between three designated membership meetings. The Board of trustees will by discussion and consensus will nominate and elect new members to the board at suitable intervals.

ARTICLE XII: BOARD OF ADVISORS

1. The Board of Advisors shall consist not more than 10 who have been involved inCleaner Production, Sustainable Consumption and in the Environmental field.

2. The Board of Advisors shall have no voting rights.

3. The Board of Advisors nominated to APRSCP could be eliminated or added by asimple majority of the Board of Trustees.

4. The Board of Advisors may be invited to attend the Board of Trustees Meetings asobservers by the President in consultation with the Board of Trustees.

ARTICLE XIII: Executive Committee

1. The executive committee of the APRSCP shall consist of the president, vice president,Hon Secretary General,treasurer and the immediate past president. They should becurrent members of the board of trustees.

2. The Trustees elected as executive committee members shall serve the duration between a minimum of threedesignated membership meetings.

3. The president of the board of trustees presides over meetings of the APRSCP. Thepresident is also the principal officer representing the APRSCP. Meetings of the board oftrustees, whether regular or special, may be called by the president or in his or hername. If the need arises, the president may delegate these functions for limitedperiods to the vice- president, or any other person who designated.

4. Under the supervision of the president and in accordance with the APRSCP policies, the Hon Secretary General is the principal executive officer of the organization and shall execute the functions normally associated with the office including coordinate with president, running of the secretariat through administrative secretary, all membership matters, convening meetings and any other matters delegated by the president.

5. The treasurer shall execute the functions normally associated with that office. Thisofficer shall have prime responsibility for maintaining accounts to acceptable standards and finances, including arranging for audits, supervising preparation of the annual budget, and developing financialpolicy.

6. The Executive committee with the consent of the board of trustees should open a Bank Account in a suitable and appropriate bank.

7. The Executive committee with the consent of the board of trustees should appoint an auditor to audit all transaction of APRSCP.

ARTICLE XIV: SECRETARIAT

1.TheAPRSCP board of trustees will seek assistance of other international organizations for the hosting of the secretariat. The secretariat will be hosted by the selected institute for a fixed term upon entering into an agreement with APRSCP.

2. Thecontinuation of the secretariatat the same location will be decided by the Board of Trustees in consultation with the hosting institute offering these facilities.

3.The hosting institute offering the secretariat shall provide the personnel to operate the office on part time/full time basis during the period of agreement.

4. The agreement may be annulled by either party by giving sufficient notice not less than 6 months.

5. The Board of Trustees shall define the duties and authority of the administrativesecretary and the scopeof work. The administrative secretary shall perform all relevant duties assigned by the president / Hon Secretary General.

6. Each Member and Country should respect the international character of theresponsibilities of the administrative secretary and his/her staff and shall not influence them inthe discharge of their responsibilities.

7. In the event the hosting organizationdecides to discontinue the secretarial support, the board of trustees shall decide on the mechanism for the hosting of the secretariat.

ARTICLE XV: HOSTING OF REGIONAL CONFERENCE

1. The Board of Trustees shall call for proposals from member countries for the Hostingof the Regional roundtable.

2. The call for hosting of the regional conference should be activated at least two yearsprior to the conference.

3. The proposal shall be comprehensive and should accompany details of budgets, datesand venues, program, planning team and outreach.

4. The Board of Trustees shall appoint a Chairman and two other Trustees to form aCommittee Calling for Proposals.

5. The Proposals shall be evaluated by the Board of Trustees and appropriate ratingsshould be given in the selection of the successful Host at least three months before the preceding conference.

6. The successful host will be announced at the culmination of the conference precedingconference to be hosted by the successful country.

7. The in-country officer responsible for organizing the event will be named the chair of the roundtable organizing committee and he/she will be responsible for establishing the in-country organizing committee and managing finances for the event. The role andresponsibility of the chair and the organizing committee will be bound by laws of APRSCP and criteria of selection.

8. The board of trustees will appoint a subcommittee to work with the in country organizing committee for holding the event successfully.

ARTICLE XVI: FINANCES

1. The funds of the APRSCP may be obtained from:

i)Membership dues.

ii) Revenue received from roundtables, conferences, workshops and events.

iii)Donations, legacies, and special contributions.

iv)Revenues from interest-bearing capital investments.

v)Revenues from technical service contracts.

vi)Grants and cooperative agreements.

vii)Proceeds received from the sale of documents and other items.

viii)Funds earned through Projects and Advisory services.

ix)Any other appropriate sources.

2. The board of trustees shall approve grants, donations or other specialcontributions of more than US$10,000 made by any third party for any event, program or purpose of APRSCP prior to an event being accepted. If donations orspecial contributions are designated for a particular event, program or purpose, thewishes of the donors shall be accepted subject to principles of APRSCP. However, no funds shall be acceptedif, in the judgment of the board of trustees, acceptance appears likely tocompromise the international character of the APRSCP in accordance with theArticle I

3. Accounts shall be regularly audited and the audit report shall be made available at thedesignated membership meetings.

ARTICLE XVII: INTELLECTUAL PROPERTY RIGHTS

The General Secretary or any member of the board may propose, for approval by the boardof trustees, appropriate actions for protecting intellectual property rights.

ARTICLE XVIII: AMENDMENTS TO THE CHARTER

1. Theamended charter will come into effect from April 2013 upon approval by 2/3 majority of the current members of the Board and subsequently endorsed by a simple majority during the membership meeting.

2. No change shall be made in the charter except by a simple majority vote of the membership and after due notice and circulation of the proposed changes.

3. Amendments shall enter into force based on a timetable established by the Board ofTrustees but no later than 90 days after adoption.

ARTICLE XIX: DISSOLUTION AND LIQUIDATION