SEATGA CONSTITUTION

Article 1- Name

The name of the organization shall be Southeast Asia Tourist Guides Association (SEATGA), (here and after in this document referred as “the SEATGA or the association”).

Article 2- Definition

The Southeast Asia Tourist Guides Association shall be a professional non-governmental organization dedicated to the promotion of high standards of training and ethics for the tourist guiding profession. The official language used by the SEATGA shall be English. Legal documents shall be drawn up in the language of the country of the Secretariat. The Association shall not engage in political, religious or racial activities.

Article 3- Aims

  1. To establish contact with Tourist Guide Associations throughout the Southeast Asia to reinforce their professional ties and to promote and protect the interests of the tourist guide;
  2. To work for the enhancement of the quality and reputation of tourist guiding profession in Southeast Asia.
  3. To hold Congresses for the association.

Article 4- Membership

  1. Membership shall be open to any non-governmental organization or a group of tourist guides association from Southeast Asia whose member/s are registered associations, and whose members are registered as official Tourist Guides by the appropriate licensing authority in conformity with the respective and relevant national laws. Each application for membership shall be made on an official application from and shall include a copy of the association(s)’ Constitution/Governing document. The clause that shows that the association is a tourist guiding association must be translated into English. National Associations of Tourist Guides in membership of the SEATGA shall be consulted upon application for membership by other Tourist Guide Association from their country.
  2. Members are entitled to participate in all activities of the SEATGA to benefit from the facilities of the association.
  3. Each member is entitled to have a single vote at the General Assembly.
  4. Each member shall agree to abide by the constitution and the resolutions adopted by the association, and to pay the annual membership subscription not later than 1 January of each year.
  5. AFFLIATE Membership will be open to tourism-related organization, whether governmental, local authority or other officially –funded or privately- funded bodies involved at city, regional, national levels with tourism related activities  . Affiliate membership will also be open to education establishments whether public or state controlled or private fee-paying institutions involved with training in any aspect of the tourism industry. This membership will be y invitation from the country of origin and subject to the approval of the executive board. Affiliate member will receive free publications of the SEATGA. They may attend the SEATGA Congress as participants, paying the normal membership rate. The annual affiliate fee will be 75 % of the full membership subscription, payable not later than 1 January of each year.
  6. Individual Membership will be open to individual licensed Tourist Guides from Countries which currently are not members of the SEATGA. Admission of a tourist guide association from that country will void such individual membership within a time frame stipulated by the Executive Board. Individual members will receive free publications by the SEATGA, and will be allowed to attend the delegate meetings as observers. Such individual may attend the SEATGA Congress as participants paying the normal membership rate. Annual individual membership fee will be 35% of the Full membership subscription, payable on not later 1 January of each year.
  7. Membership will be deemed to have lapsed should a member fail to pay the membership dues within the conditions laid down by Executive Board.

Article 5- Finances

Funds of the SEATGA will accrue from:

  1. Membership dues-one payment per country, and affiliate and individual membership dues-to be paid annually as recommended by the Executive Board and ratified by the General Assembly;
  2. Donations, bequests, subsidies from private or public organizations;
  3. A per capita payment, as agreed by the General Assembly, added to the fee for attending the SEATGA’s Congress. The funds shall be kept in a suitable account or accounts as decided by the Executive Board and the Honorary Treasurer shall provide regular reports to the Executive Board at least annually, and an audited balance sheet and profit and loss account, to be presented at each meeting of the general assembly during congress.

Article 6- Composition

The SEATGA Consist of:

  1. The General Assembly
  2. The Executive Board

Article 7- General Assembly

The General Assembly shall comprise delegates of the full paid-up members and the Executive Board. It shall be convened by the President during each congress. An extraordinary meeting f the General Assembly may be convened by the Executive Board, or on written demand required by one third of the membership. Delegates to general meetings shall be tourist guides and shall provide to the general assembly a letter of appointment from their own tourist guiding associations.

  1. Methods of voting in the General Assembly. When space permits, each member may be represented by up to 3(three) delegates, but only one vote per member country may be cast, regardless of the number of association represented. The Executive Board, upon well-founded and documented request, may allow up to four representatives per country, provided that all interested parties within that country so agree in writing. The decisions of the General Assembly will be carried by a simple majority vote, with the exception of changes to the Constitution which will require a two-third majority of those present and voting and a quorum of 50% plus one of the members. Voting shall be by a show of hands, unless a secret ballot is required by any member. Elections shall be by secret ballot.
  2. Proxies: No Delegate may hold more than one proxy, duly authorized in writing,
  3. Functions of the General Assembly:
  4. To receive the President’s and Secretary General’s Reports;
  5. To approve the audited accounts of the SEATGA and receive the honorary Treasurer’s report on the finances of the association;
  6. To approve membership dues until the next General Assembly;
  7. To consider the report of the Executive Board on its activities since the previous Assembly;
  8. To elect the President and the executive board;
  9. To decide on the location and approximate date of the next congress;
  10. To consider and approve proposals fro action for the next three years;
  11. To ratify termination of membership as recommended by the Executive Board.
  12. Quorum. 50% plus of the Delegates present or represented shall constitute a quorum for any meeting of the General Assembly. When no quorum is present, the President may postpone the meeting to a later hour or date, when decisions may be taken by any number of Delegates present or represented.
  13. Rules of Procedure. The chairman shall implement rules of procedure as drawn up by the EXBO from time to time.

Article 8- The Executive Board

  1. The Executive Board shall comprise a President, a Treasurer and not more than 5 (Five) members directly elected by the General Assembly to serve for a period of 3 (three) years. The elected Executive Board shall appoint from its number a Vice President and Honorary Secretary. Executive Members shall e eligible for re-election for (three) consecutive terms (9 years); after which they may stand for election only after an interval of 2 terms (6 years). No Executive member may serve in the same position the Executive Board from more than 3 terms 9 (nine years) consecutively. All candidate executive board members must be tourist guides and must provide the general assembly with a letter of support for their candidature from their own SEATGA member tourist guide associations. Candidates who are primarily tour operators or tour agents shall be ineligible to stand for the executive board.
  2. Function and duties of the Executive Board
  3. The Executive Board shall be responsible for the day-to-day running of the organization and shall, within the competence allotted to it, have the power to make decisions in order to further the aims of the association under article 3 above.
  4. The executive board may also co-opt members to the board if necessary, such members having no voting rights in the meetings of the board.
  5. The executive boards are empowered to make a recommendation at their ‘mid-term’ meeting between congress of any proposed increase in members’ subscriptions (all categories) for the period commencing 1st January and for all member organizations to be immediately informed. Any such recommendation will allow member organizations to budget locally for any proposed increase, but such proposal must be put to the next congress for deliberation.
  6. Further duties inter alia, shall be:
  7. To decide on applications for membership and to recommend termination of membership where necessary;
  8. To present an annual budget;
  9. To meet at least once between congresses of the general assembly, in the event that due to unforeseen circumstances the executive board is unable to meet, discussion can take place via registered, officially record email addresses and voting via email.
  10. To issues such publications as shall be appropriate on matters of concern tourist guides.
  11. Two thirds of the members of the executive board shall constitute a quorum for any meetings of the executive board provided that the President or the Secretary General is present.
  12. The executive board shall make its decisions by simple majority vote, except as provided by article 8(f).
  13. No one shall hold more than one office at the same time. No association officer shall be remunerated. Expenses , properly recorded, incurred in the execution of duties of the office shall be reimbursed.
  14. By unanimous vote of no confidence by other members, a member may be required to step down from the executive board. The circumstances of such no confidence vote must be clearly documented and may only be for conduct that seriously damages the work and/or reputation of the SEATG or for dereliction of duties as an executive board member.

Article 9- Officers of the Executive Board

  1. The President. The President shall officially represent the association within the limits granted by the Constitution. The President shall convene the General Assembly and the Executive Board. The President or, in his/her absence , the Vice-President, shall act as chairman at the Executive Board and at the General Assembly meetings.
  2. The Honorary Secretary. Duties of the Honorary Secretary  shall include taking minutes of all meetings of the Executive Board and of the General Assembly, giving at least three months’ written notice of all meetings of the Executive Board and the General Assembly , and at least two months’ written notice of any proposed changes to the Constitution. A proposed agenda shall be circulated to members two months prior to any meeting.
  3. The Honorary Treasurer. the Honorary treasurer shall keep records of all financial transactions and submit all financial records and audited accounts to the Executive Board, General Assembly . Funds shall be disbursed with the signature of any two of the three officers-honorary treasurer, President and Secretary General.
  4. Vice- President. The Vice President shall preside over meetings of the Executive Board or the General Assembly in the absence of the President. The Vice President shall officially represent the association in the absence of the President.

Article 10- Finance Inspection Committee
The Finance Inspection Committee shall be made up of three members selected from the General Assembly and they shall not be members of the Executive board. Their Duty Shall be to inspect the finances of the association. Their term of office shall be three years.

Article 11- Arbitration Committee

All unresolved disputes arising under the articles of this constitution shall be decided by the Arbitration committee. The General Assembly shall appoint a standing arbitration Panel of  five non-executive members  of whom three will-with the approval of the interested parties-arbitrate in any unresolved dispute.

Article 12- Secretariat and registration of Titles

  1. The headquarters of the Secretariat shall be located at a place agreed by the General Assembly.
  2. The title Southeast Asia Tourist Guides Association, SEATGA its logo and the title of its publications ‘ SEATGA JOURNAL’, are registered as trademarks and are fully protected regionally within the ASEAN under the laws of the country of the SEATGA’s current official registered office-Indonesia. The SEATGA’s Official Registered Office is in Bali- Indonesia.

Article 13 – Proposed amendments to the Constitution by the membership. Any provision of this constitution may be waived or changed in General Assembly by a quorum of over 50% of the memberships and a majority of two thirds of those present and voting, provided that three months’ written notice has been given of such proposed changes to the secretariat.

Article 14- Indemnification. By resolution of the Executive Board the association may, provide for indemnification of the current or former officers against all expenses and liabilities, including attorney fees in cases in which such person(s) seek to be indemnified by the association with the defense of any action, lawsuit or proceeding in which such person(s) is (are) made a party by reason of his/her relationship to the association. However, no indemnification may be provided for in relation to such matters as to which such person(s) shall be judged in such action, lawsuit or proceeding to be liable for negligence or misconduct in the performance of duties  and to such matters as shall be settled by agreement predicted on the existence of such liability, negligence or misconduct.

Article 15- Dissolution.

  1. If the association is dissolved ,the funds remaining after liquidation shall be donated to a charity as agreed by the Executive Board.
  2. The relevant authorities (register of association) shall be informed in writing of the association and , in accordance with article 14 of the law of associations, the last Executive Board shall gazette the dissolution.

Article 16- other matters. In matters not dealt with by this Constitution, reference shall be made to Regional Law.