The Asian Association of Open Universities (AAOU)
CONSTITUTION

(Last amended at the Annual Meeting of the General Body in the Philippines on 27 October 2016)

Realizing the significant contribution of distance education in democratizing learning opportunities to mankind, and recognizing that the development of distance education can be obtained through friendship and close exchanges among institutions of open higher learning, the open universities of the Asian region hereby agree to found an association.
The name of the association shall be the Asian Association of Open Universities (AAOU) hereafter called the Association.
The Asian Association of Open Universities is a non-profit association of autonomous legally established institutions of higher learning primarily concerned with education at a distance, i.e. education in which the systematic teaching and the communication between student and teacher or institution take place mainly by multi-media means.
The objectives of the Association shall be:

a) to widen the educational opportunities available to all the people of the region and to improve the cost of member institutions by exchanging management information, teaching materials and research;

b) to help promote education by distance teaching systems, and develop its potentialities;

c) to help promote professional and ethical standards amongst distance educators;

d) to co-operate with official bodies and others directly or indirectly interested in distance education;

e) to facilitate cooperation with other similar regional and international bodies in all the above objectives; and

f) to do all other things incidental or conducive to the attainment of the above objectives.

Membership of the Association consists of three categories:

a) Full and Associate Membership for autonomous legally established institutions of higher learning primarily involved in distance education.

Full membership which is limited to dedicated open and distance teaching institutions located within the Asian continent and whose primary mode of instructional delivery is through the distance mode.

Associate membership which is open to all institutions active in promoting or delivering education by the distance mode through departments, faculties, centres or schools of external or off-campus studies and programs. Associate members will have the right to participate in all of the meetings and activities of the Association except the right to sit in the Executive Committee meeting and the right to vote in the Annual Meeting of the General Body.

All full and associate member institutions shall be represented by their respective heads or their nominees; these nominees will also represent their heads in the relevant meetings of the AAOU.

b) Supporting Membership for non-educational organisations that wish to support the aims and objectives of the Association and to participate in its activities in a meaningful way:

Donor supporting membership which is open to organisations wishing to make significant financial contributions in support of the Association. Donor supporting members will have the right to participate in all of the meetings and activities of the Association except the right to sit in the Executive Committee and the right to vote in the Annual Meeting of the General Body.

Corporate supporting membership which is open to business corporations wishing to be linked to the Association in a mutually beneficial way. Corporate supporting members will have the right to participate in all of the meetings and activities of the Association except the right to sit in the Executive Committee meeting and the right to vote in the Annual Meeting of the General Body.

c) Honorary Membership for distinguished individuals who have made significant contributions to open and distance education and/or to the Association. An Honorary Member must be a senior academic or administrator (either serving or retired) of a member institution. He or she shall be nominated by the President/Vice-Chancellor/Rector from at least two member institutions. Honorary Membership is officially approved by the Executive Committee at its annual meeting.

Admission of new members of the Association is both by application and invitation, subject to approval by the Executive Committee of the Association.

All members are subject to and bound by the Constitution in force at the time of admission and as amended thereafter by agreement at the Annual Meeting of the General Body.

The Meeting of the General Body shall consist of the members of the Association.

The Meeting of the General Body shall take place every year to:

a) determine the general policy, procedural rules, programs and activities of the Association;

b) approve the budget, annual report and financial statement; and

c) elect officers of the Executive Committee, if need be.

The Secretary-General shall convene the Meeting of the General Body by notice in writing to all members not less than 30 days prior to the date of the Meeting. Such notice shall be accompanied by a provisional agenda.

Each member institution shall have one vote. Only one representative designated by the member institution has the right to vote.

The quorum of the Meeting of the General Body shall be at least one-third or 13 (whichever is lower) of the Full Members.

All decisions shall be taken by a simple majority of votes. In the event of an equality of votes, the Chairman shall be entitled to a casting vote.

A member may resign from the Association by notifying such intention to the President in writing.

Any member contravening the provisions of this Constitution or acting in a manner harmful to the Association may, on the recommendation of the Executive Committee, be expelled from the Association by decision of the Meeting of the General Body by a two-thirds majority.

A member who has resigned or has been expelled has no claim upon the Association’s funds, nor upon repayment of any contribution made but is liable for any contribution due in the current financial year.

Section 1

The Management and Administration of the Association shall be vested in an Executive Committee which will consist of:

(i) A President and seven other members, of which one will be the immediate past President of the Association; and not including two co-opted members.

(ii) An appointed Secretary-General. The appointment of the Secretary-General will be the prerogative of the President.

(iii) The Executive Committee will be so constituted that there will be at least two members from each of the following three regions: (1) Eastern Asia, (2) Southeast Asia, and (3) South-central Asia and Western Asia. In the event of any region not being represented on the Executive Committee, the Committee shall co-opt members to effect such representation.

(iv) The Executive Committee may also make appointments to fill vacancies created on the Committee.

(v) Co-opt up to two additional members.

(vi) Only full members of the Association are eligible to hold office in the Executive Committee.

Section 2

The term of office of the Executive Committee will be three years, provided that the President, the Secretary-General and two of the members will be eligible to hold the office for a consecutive second term of three years, and provided further that no person shall hold the same office of the Executive Committee for more than two consecutive terms.

Section 3

The Executive Committee will submit its report at the Annual General Meeting of the Association on its work and finances which will be duly audited and certified by a registered professional public accountant.

Section 4

There shall be an appointed Secretary-General of the Association. The Secretary-General will be appointed by the newly elected President of the Association who will inform the Association at the time of the election the name of the proposed Secretary-General.

The functions of the Secretary-General who will work under the guidance of the President will include:

(i) maintaining a record of members, collecting membership subscriptions and actively promoting

the Association its aims and objectives;

(ii) recording the minutes of business meetings of the Association and its Executive Committee;

(iii) conducting correspondence with members of the Association and outside agencies in accordance with existing policies and in consultation with the Executive Committee;

(iv) responsibility for all the financial transactions of the Association, maintaining budgetary control and preparing statements of accounts for the Executive Committee as requested for presentation to the Annual General Meeting; providing administrative and logistical support and advice to the organizing institute of the Annual Conference;

(v) providing administrative support to the Executive Committee and carrying out the decisions made by the Executive Head as required.

Section 1

(i) The President and the Executive Committee members shall be elected for a period of three years.

(ii) All candidates for the presidency of the Association will declare their undertaking to support and bear all costs of the Secretariat, its furniture and communication infrastructure as well as the appointment of the Secretary-General and other required office staff.

(iii) All candidates for the Executive Committee must have been a full member for the last three consecutive years, with membership payment fully settled.

(iv) The Secretary-General shall conduct the elections.

(v) Voting for the President and other elected members of the Executive Committee shall be by secret ballot at the Annual General Meeting.

(vi) The Secretary-General shall invite nominations at least six months before the Annual General Meeting at which the elections are to be held. As part of this invitation, he/she will also require from those candidates who are seeking the presidency to give a written undertaking regarding the hosting of the Secretariat. Nominations together with the date and time of the elections will be sent to all member institutions at least three months in advance of the elections.

(vii) Candidates shall be elected on a “first-past-the post” basis.

(viii) The counting of the votes shall be conducted by the Secretary-General, with the ballot papers being opened and counted in the presence of two scrutineers approved by the Executive Committee.

The President shall be the Executive Head of the Association. The duties of the President shall include:

(a) to be the Chairman of the Executive Committee and the Meeting of the General Body;

(b) to represent the Association; and

(c) to be in charge of overall supervision of the activities of the Association.

(d) In the event that an incumbent President is no longer able to continue in office due to resignation, retirement of any other cause, his/her successor (as President of the Association) will be the person who will replace him/her in the member’s institution. The successor will assume the role of the Presidency until the next AGM.

The working language of the Association shall be English.
The financial year of the Association shall be through January 1st to December 31st. Each member of the Association shall pay an annual membership fee to be determined by the Meeting of the General Body.

The Association shall seek funds from national and international bodies to support, in particular, objective (a).

The Executive Committee shall prepare an operational budget for consideration and approval by the Meeting of the General Body.

The accounts of the Association shall be scrutinized annually by a duly qualified auditor who shall be elected by the Executive Committee.

The President or the Secretary-General with the authority of the Executive Committee shall fulfill routine financial obligations on behalf of the Association and to represent the Association at law.

The Association may be dissolved by decision of the Meeting of the General Body.

The Secretary-General shall circulate the exact terms of any proposal submitted and supported by at least 20% of the Full Members to dissolve the Association by registered letter to every member of the Association not less than 90 days prior to the meeting.

Any such proposal shall be adopted if passed by a two thirds majority. In the event of dissolution of the Association any assets of the Association shall be realised and placed at the disposal of any non-
profit regional or international organization as decided by the Meeting of the General Body.

Any amendment of this Constitution shall not take effect until after its adoption at the Meeting of the General Body by a two-thirds majority of the members present or represented and after publication in the legal form.