ADFIAP Constitution

Article 1 NAME

1.1 The name of the Association shall be “The Association of Development Financing Institutions in Asia and the Pacific” (ADFIAP).

Article 2 OBJECTIVES

2.1 The objectives of the Association shall be:

1. to promote the interest of all member-development financing institutions;
2. to promote cooperation among member-institutions in every possible way;
3. to establish among member-institutions a machinery for the systematic interchange of information;
4. to encourage the carrying out of studies on problems of common interest;
5. to promote the knowledge of, and to raise the level of expertise and effectiveness in all aspects of development financing and to research, evaluate and disseminate techniques of development financing among all member institutions; and,
6. to promote cooperation at international and regional levels towards the goal of the equitable international economic development.

Article 3 FUNCTIONS

3.1 For the purpose of achieving its objectives, the Association shall:

1. organize periodic meetings, or assist in organizing periodic meetings of development financing institutions;
2. organize or assist in the organizing of conferences, symposia, seminars, courses and training programs of personnel of development financing institutions in Asia and the Pacific;
3. promote the exchange of information, ideas and experiences through meetings, exchange of specialized personnel and by other methods
4. facilitate the collection and supply of information on economic development, and other matters of common interest to members;
5. establish study groups and/or such other subsidiary bodies as may be appropriate for facilitating the carrying out its functions;
6. form technical committees for the study of special matters; and,
7. enter into agreements, contracts and other legal relationships, and take such other action, or concern itself with such other matters, that may advance the attainment of the Association’s objectives.

Article 4 INTERNATIONAL AND REGIONAL COOPERATION

4.1 The Association shall especially seek to establish and maintain appropriate relationships with other regional and international organizations pursuing similar or related objectives.

Article 5 MEMBERSHIP

5.1 Membership shall be open to banks and financial institutions engaged in the financing of sustainable development, whether industrial or other productive enterprise.¹

¹As adopted during the 6^th Ordinary Meeting of the General Assembly, Manila, 1987 and amended during the 11th Extraordinary Meeting of the General Assemby, Colombo, 2006.

5.2 The Association shall have the following types of membership, as follows:

a. Ordinary

i. Institutions in Asia and the Pacific engaged in the financing of development as a significant activity.²
Note: Ordinary Members are the only voting members of the Association.

b. Special

1. Regional or sub-regional development financing institutions in Asia and the Pacific;
2. International organizations with which the Association may decide to establish and maintain a relationship under Article 4.
3. Institutions engaged within or outside the region may be granted special membership with observer status by the ADFIAP Board of Directors on a case-to-case basis. As such, entrance fees and annual dues will be waived for a limited time.³
4. Other institutions actively participating in the development of Asia and the Pacific

Note: Cooperating membership category has been subsumed under the special membership category, item iv. above. In its place, the Sponsor/Sustaining Member Category has been approved. Please refer to Item c below.⁴

c. Sponsor/Sustaining

1. Public and private institutions, non-government organizations and individuals that support the purpose and mission of ADFIAP and are willing to pay membership dues or contribution to assist the Association financially.⁵

d. Associate

1. Institutions with provincial or state-wide operations on the recommendation of a member-institution in that country.⁶
2. Other financial institutions, including commercial banks with units or departments that cater to development-oriented activities such as but not limited to, small & medium enterprises banking, environmental lending, trade finance, microfinance, housing finance, etc.⁷

²As amended at the 9th Ordinary Meeting of the General Assembly, Jakarta, 1992
³Adopted during the 11th Ordinary Meeting of the General Assembly, Sydney, 1995 and amended during the11th Extraordinary Meeting of the General Assemby, Colombo, 2006
⁴Adopted during the 6th Ordinary Meeting of the General Assembly, Manila, 1987 and amended during the 11th Extraordinary Meeting of the General Assemby, Colombo, 2006.
⁵Adopted during the 18th Extraordinary Meeting of the General Assembly, Muscat, 2009.
⁶Amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006
⁷Adopted during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006.

e. Honorary

Individuals who have performed outstanding services in the field of development banking, or who have been closely connected with the profession of development banking or have served ADFIAP for many years, may be conferred with Honorary Membership by the General Assembly.⁸

5.3 Ordinary, Special, Sponsor, Associate and Honorary Membership shall be acquired in the following manner:⁹

1. eligible institutions seeking Ordinary membership in the Association shall submit applications to the Secretary General of the Association in the approved form;
2. eligible institutions seeking Special, Sponsor and Associate membership shall likewise submit applications to the Secretary General;¹⁰
3. applications for Ordinary membership shall be considered and approved by the Board of Directors, while applications for membership in the Special, Sponsor and Associate categories shall be considered and approved by the General Secretariat, subject to the confirmation of the Board of Directors.¹¹
4. the Secretary General shall submit applications for membership to the Board of Directors;
5. upon approval of membership, or otherwise, the Secretary General shall inform the applicant-institution of the decision of the Board of Directors within 30 days at which the decision was made;
6. the decision of the Board of Directors shall be final, subject to the overriding authority of the General Assembly; and,
7. in the case of Associate Members, application should have the endorsement of an Ordinary Member in the country to which the prospective member belongs.¹²

5.4 Ordinary, Special, Sponsor and Associate members shall pay annually such membership fees as may be prescribed by the General Assembly from time to time. ^{13 & 14}

5.5 Honorary members shall not pay any membership fees. ¹⁵

Article 6 EVIDENCE OF COVENANT

6.1 Assent to the objects and the provisions of this Constitution, and the rules and by-laws of the Association, shall be an essential condition of the membership and all members shall be bound by the Constitution, the rules and by-laws, and the interpretations of the Constitution, rules and by-laws made from time to time.

⁸ Adopted during the 11th Ordinary Meeting of the General Assembly, Sydney, 1981 and amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006.
⁹ Amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006.
¹⁰ Amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006
¹¹ Adopted during the 11th Ordinary Meeting of the General Assembly, Taipei, 1989 and amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006.
¹² Adopted during the 1st Ordinary Meeting of the General Assembly, Bangkok, 1978.
¹³ Adopted during the 1st Ordinary Meeting of the General Assembly, Bangkok, 1978 and amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006.
¹⁴ Adopted during the 6th Ordinary Meeting of the General Assembly, Manila, 1987 and amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006.
¹⁵ Adopted during the 11th Ordinary Meeting of the General Assembly, Sydney, 1981.

6.2 It shall be the duty of the Board of Directors to ensure that membership is conferred upon members, who clearly identify themselves with the objectives of the Association.

6.3 Election to membership shall be conclusive proof of the members’ assent to the provisions of the Constitution, rules and by-laws of the Association.

Article 7 ASSOCIATION

7.1 The Association shall comprise a General Assembly, a Board of Directors, and a General Secretariat and staff required for the performance of its functions.

Article 8 GENERAL ASSEMBLY

8.1 The General Assembly shall consist of duly-authorized representatives of each of the development financing institutions which are members of the Association.

8.2 The meetings of the General Assembly shall comprise Ordinary Meetings and Extraordinary Meetings

8.3 The General Assembly shall meet once every 2 years not less than 18 and not more than 30 months from the date of the previous Ordinary Meeting of the General Assembly. Not less than 60 days notice shall be given for any Ordinary Meeting of the General Assembly.

8.4 Extraordinary Meetings may be convened:

1. by the Board of Directors;
2. upon requisition of at least one-fifth of total Ordinary Membership or 20 Ordinary members, whichever is smaller, lodged with the Secretary General setting out the reasons therefore.
3. As and when necessary, provided that not less than 60 days notice, such meeting shall be given by the Secretary General in consultation with the Board of Directors. No Extraordinary Meeting shall consider any other matter except the matters on the agenda for which notice has been duly-given.

8.5 Each Ordinary member-institution represented at a meeting of the General Assembly shall have one vote regardless of the number representatives attending the Meeting.

8.6 The General Meeting shall have the power to appoint such bodies, as it deems necessary, for the purpose of carrying out the objectives and functions of the Association, and may delegate such functions and powers as it may deem necessary upon such bodies.

8.7 The quorum of any meeting of the General Assembly shall be one-third of the Ordinary members. Any General Assembly lacking a quorum at the time set for the meeting to commence shall be adjourned for a period of 90 days to allow the Secretary General to give at least 60 days notice of such adjourned meeting, which shall be bound to consider the same agenda. Any General Assembly lacking quorum at the adjourned meeting shall lapse. No General Assembly may be convened to consider the same Agenda on more than two occasions.

8.8 At the Ordinary Meeting the General Assembly shall:

1. consider and approve the Annual Reports of the Association;
2. elect the Board of Directors;
3. review the activities of the Association including the activities of all organs of the Association;
4. determine the conditions for admission of membership of the Association;
5. approve the admission fees and annual subscription, or any contributions for membership upon the recommendation of the Board of Directors.
6. consider and adopt rules, by-laws and general directives governing the activities of the Association and all its organs;
7. consider and adopt rules, by-laws and general directives governing the establishment and control of the General Secretariat; and
8. consider and take action on other matters presented by the Board of Directors.

8.9 The Board of Directors may, from time to time, organize Business Meetings for part or all of the membership of the Association for the purpose of discussing and, if necessary, reaching conclusions on matters of professional interest or importance to the Association, other than matters that may constitute the agenda of Ordinary or Extraordinary Meetings. ¹⁶

Article 9 GOVERNANCE

9.1 The Association shall be governed by a Board of Directors¹⁷ consisting of not more than thirty (30) Members to be elected from among the Ordinary Members of good standing. The Board of Directors shall appoint its Officers – a Chairman, not more than three Vice-Chairmen, and a Treasurer. Starting 2007, the term of the Board Officers will be two (2) years with re-election permitted to the same office for another one term of office.¹⁸

9.2 Board representation shall be according to the number of members in a country, i.e., “one Board seat for every five (5) voting members in a country”. ¹⁹

9.3 The Board of Directors shall appoint three (3) Independent Directors from among the non-voting members, i.e. Special, Sponsor, and Associate, to sit in the Board of Directors as ex-officio members.²⁰


¹⁶ Adopted during the 3rd Ordinary Meeting of the General Assembly, Sydney, 1981.
¹⁷ Change of nomenclature from Management Committee to Board of Directors was adopted during the 9th Ordinary Meeting of the General Assembly, Jakarta, 1992
¹⁸ Adopted during the 11th Extraordinary Meeting, General Assembly, Colombo, 2006
¹⁹ Adopted during the 17th Ordinary Meeting of the General Assembly, Hanoi, May 2007.
²⁰Adopted during the 7th Ordinary Meeting of the General Assembly, Taipei 1989 and amended during the 11th Extraordinary Meeting, General Assembly, Colombo, 2006.


9.4 Not more than half of the elected members of the Board of Directors shall retire by rotation for reelection. From 1987, no member shall serve for more than four successive years before retiring and being eligible for reelection. 1

9.5 The Board of Directors shall determine the functions of Chairman, the Vice-Chairman, the Treasurer, the members, the Secretary General and other staff of the Secretariat, subject to the overriding authority of the General Assembly.

9.6 The Board of Directors shall be responsible for the control and direction of all activities of the Association and for exercising control over the General Secretariat at all times.

9.7 The Board of Directors shall in particular:

1. consider, review and determine the annual budget of the Association in collaboration with the General Secretariat;
2. submit to the General Assembly the necessary Annual Reports including the Financial Report, the General Report and the Reports of other organs of the Association; and,
3. supervise, review, coordinate and direct the activities of the Association, the General Secretariat and the organs of the Association in between meetings of the General Assembly.

9.8 The Board of Directors shall meet at least once a year and a simple majority of elected members shall constitute a quorum.

9.9 The Board of Directors shall adopt such rules and by-laws as it may deem necessary and appropriate for the conduct of the business of the Association, provided such rules and by-laws shall not be inconsistent with the provisions of this Constitution, subject to the overriding authority of the General Assembly.

9.10 Should the position of any member of the Board of Directors become vacant for any reason, such position shall be filled by the majority vote of the remaining members, if still constituting a quorum, from among the Ordinary members, and the member so appointed shall serve for the unexpired term.²¹

Article 10 GENERAL SECRETARIAT

10.1 The Secretary General shall be appointed by the Board of Directors upon such terms and conditions as they may determine. The Secretary General shall concurrently be the Secretary of the Board and an ex-officio member of the Board.²²

10.2 The Secretary General shall appoint such persons as staff of the General Secretariat upon terms and conditions approved by the Board of Directors.


²¹ Adopted during the 1st Ordinary Meeting of the General Assembly, Bangkok, 1978
²² Adopted during the 1st Ordinary Meeting of the General Assembly, Jakarta, 1992.


10.3 The General Secretariat shall:

1. be responsible for the day-to-day administration of the Association;
2. act under the directives and guidance of the Board of Directors;
3. implement all decisions and measures of the Association, whether decided by the General Assembly or Board of Directors, within the provision of the Constitution, or rules, by-laws and directives as amended from time to time.
4. ensure the constant coordination among members of the Association;
5. ensure the constant coordination of all organs of the Association;
6. organize conferences and other gatherings of members of the Association, of its Committees, or its other organs within the overall direction of the Board of Directors; and
7. manage the finances of the Association under the supervision of the Board of Directors.

Article 11 RIGHTS OF MEMBERS

11.1 Ordinary, Special, Sponsor and Associate members shall, in accordance with the provisions of the Constitution, the rules and by-laws of the Association, have the following rights:

1. to attend all meetings of the General Assembly and other meetings that may be called by the Association;
2. to request and obtain such information as may be available in the Association on matters of interest or concern, including advice and assistance, when available, and cooperation and collaboration in the study of their problems; and,
3. to receive such publications and other information that may be distributed by the Association.

11.2 Only Ordinary Members shall have the right to vote.

11.3 Special, Sponsor and Associate members shall have the right to participate in all discussions and deliberations of the Association but shall have no vote. ²³

11.4 Honorary Members shall have the right:

1. to attend all meetings of the General Assembly and other meetings that may be called by the Association.²⁴
2. to receive such publications and other information that may be distributed by the Association.


²³ Amended during the 11th Extraordinary Meeting of the General Assembly, Colombo, 2006
²⁴ Adopted during the 3rd Ordinary Meeting of the General Assembly, Sydney, 1981.


11.5 Honorary Members may be invited by the Board of Directors to attend meetings Board of Directors on matters of interest and importance to the Association, and to serve on any Special Committee, from time to time, to study and advise on action to be taken on matters of interest or special importance to the Association.

11.6 Honorary members shall have the right to participate in all discussions and deliberations but shall have no vote.

Article 12 OBLIGATIONS OF MEMBERS

12.1 Members shall, in accordance with the Constitution, the rules and by-laws of the Association, have the following obligations:

1. to settle their financial obligations towards the Association in full and on time;
2. to provide information of a reasonable nature requested by the Association promptly;
3. to undertake any other assignments to the extent possible that may be reasonably be required by the Association from time to time;
4. to cooperate and collaborate in the work of the technical committees or organs of the Association when called upon to do so; and
5. to cooperate and collaborate fully with the Association in the fulfillment of the Association’s objectives and functions.

Article 13 RESOURCES

13.1 The Association’s resources shall comprise:

1. admission fees paid by members in accordance with the by- laws or rules;
2. annual subscription or other contributions instead paid by members in accordance with the by-laws or rules; and
3. grants, donations, levies, or other funds, or income of whatever kind, received by the Association from time to time including any funds received from time to time from organizations referred to in Article 4.

Article 14 LEGAL STATUS

14.1 To enable the Association to achieve its objectives and perform its functions, the Association shall, in accordance with the laws of the Philippines where the Association is registered and where the General Secretariat is permanently established, from time to time, seek and acquire legal personality and capacity to institute legal proceedings, to enter into agreement or contracts, to acquire and dispose of movable and immovable property of any kind, and to undertake all such other acts as a legal person may undertake within the ambit of the law.

Article 15 AMENDMENTS

15.1 The provisions of the Constitution may be amended by a two-third majority vote of Ordinary Members of the Association present and voting; provided that this majority shall comprise at least 51% of the ordinary membership of the Association, during an Ordinary Meeting or Extraordinary Meeting of the Assembly, for which appropriate notice has been given to all members of the Association.25

15.2 Notice of any proposed amendment to the provisions of the Constitution shall be communicated to every member of the Association at least three months before the date fixed for the Ordinary or Extraordinary Meeting of the General Assembly to consider the proposed amendment.

Article 16 INTERPRETATION

16.1 Any matter concerning the interpretation or the application of the provisions of this Constitution, by-laws and rules of the Association as amended from time to time shall be referred to the Board of Directors for decision.

16.2 The decision of the Board of Directors shall be final unless otherwise decided by the General Assembly.

16.3 Any appeal against the decision of the Board of Directors shall be referred to the Secretary General for submission to the next Ordinary Meeting of the General Assembly for decision by at least two-thirds of the members present and voting.

16.4 Any decision of the General Assembly shall be final and binding.

Article 17 ARBITRATION

17.1 Any dispute arising between members of the Association and which cannot be settled by the parties concerned shall be submitted to the Board of Directors for settlement.

17.2 The decision of the Board of Directors in regard to any matter referred to the Board of Directors shall be final unless otherwise decided by the General Assembly.

17.3 Any member wishing to appeal against a decision of the Board of Directors shall refer the appeal to the Secretary General who shall refer the matter to the next meeting of the General Assembly for decision by majority vote of at least two-thirds of those present and voting.

17.4 Any decision of the General Assembly shall be final and binding.

Article 18 SUSPENSION, WITHDRAWAL, CESSATION OF MEMBERSHIP AND DISSOLUTION OF THE ASSOCIATION

18.1 Any member of the Association who fails to fulfill any of the obligations prescribed in this Constitution may be suspended from membership of the Association by a two-third majority vote of the Ordinary members of the Association present and voting at a meeting of the General Assembly.

²⁵ Adopted during the 1st Ordinary Meeting of the General Assembly, Bangkok, 1978

18.2 Any member of the Association failing to fulfill obligations incurred under the provisions of Article 12 of this Constitution within two years from the time when such obligations should have been fulfilled shall ipso facto cease to be a member of the Association at the end of such two years. Membership of such member shall be reinstated only by a decision of the General Assembly.

18.3 Any member of the Association may withdraw from the Association after the expiration of one year from the date on which membership of the Association was acquired by giving written notice of withdrawal to the Secretary General of the Association who shall forthwith inform all members of the Association of the receipt of such notice of withdrawal.

18.4 Withdrawals from the Association shall become effective upon the full discharge of all obligations incurred under the provisions of this Constitution.

18.5 The Association may be dissolved by resolution to that effect adopted by a two-third majority of the members of the Association present at a meeting of the General Assembly, especially convened for that purpose with due and appropriate notice. Upon the adoption of the resolution to dissolve the Association, the Assembly shall appoint a Committee consisting of such members as the Assembly deems fit with powers to supervise and conclude the dissolution of the assets of the Association according to the decisions adopted by the Assembly.