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Statutes of Asia-Oceania Tax Consultants’ Association
Adopted on 6 November 1992 at the Foundation Meeting in Tokyo, Japan.
Amended on 10 November 1994, 7 November 1996, 13 November 1998, 6 November 2002, 16 February 2004, 27 November 2004, 18 October 2012, 18 October 2014, 6 October 2016, 4 July 2018 and 8 June 2021.
1.1 This Association shall be called the Asia Oceania Tax Consultants’ Association (AOTCA), hereinafter referred to as the Association.
2.1 The objectives of the Association shall be to promote mutual understanding and co operation among the organisations whose memberships include tax consultants in the Asia Oceania region, to contribute to the expansion of the component members’ businesses related to taxation and its related areas, and to promote friendship among the members.
3.1 In order to achieve the objectives prescribed in the preceding article, the Association shall engage in the following activities:
(a) Provide and enhance opportunities to facilitate the exchange of information, expertise, knowledge on tax systems, tax administration, and tax consultant systems;
(b) Provide and enhance opportunities to exchange information, expertise, knowledge on taxes and market trends;
(c) Publish a journal and papers on taxes;
(d) Enhance the ties with other international organisations, with the International Fiscal Association (IFA) and the Confederation Fiscale Europeenne (CFE) in particular, and promote the collection and utilization of relevant information; and
(e) Engage in other activities necessary for the attainment of the objectives of the Association.
4.1 The foundation office of the Association shall be at the office of the Japan Federation of Certified Public Tax Accountant’s Associations in Tokyo, Japan, for so long as that organisation is a member organisation and consents to the use of its office for that purpose.
4.2 The secretariat of the Association shall be located where the President designates.
4.3 All correspondence to the Association shall be addressed to the secretariat.
5.1 The ordinary membership of the Association shall consist of Asia Oceania region organisations whose members include tax consultants and who are recognised either by domestic law or general consensus within their own countries or regions as being substantial national organisations of good standing and whose admission has been approved at a General Meeting after considering the views of each member organisation which exists in the same country or region as the organisation applying for membership.
In addition to ordinary members, the Association shall recognize the following categories of associate members:
(a) affiliate members, being organisations established outside the region whose members include tax consultants and who are recognised either by domestic law or general consensus within their own countries as being substantial national organisations of good standing;
(b) candidate members, being Asia Oceania region organisations whose members include tax consultants and who are considered by the Association to be likely at some time in the future to be recognized either by domestic law or general consensus within their own countries as being substantial national organisations of good standing;
(c) official members, being Asia Oceania region organisations whose members include tax consultants but which, by reason of their connection with governments or other official connections are not principally representative of independent private sector professionals and whose admission has been approved at a General Meeting.
5.2 An organisation that seeks membership in the Association shall submit a written application with the President of the Association.
5.3 The written application provided for in Section 2 above shall be accompanied by the following documents:
(a) Letters expressing the views of each member organisation which exists in the same country or region as the organisation applying for membership.
(b) Other documents that the President deems necessary.
5.4 When a member organisation wishes to withdraw from the membership, it shall submit a written notice by the end of October of any given year. The membership shall expire on January 1 of the following year.
5.5 A General Meeting may, by a three-fourths majority, suspend or terminate the membership of an ordinary member organisation, and may by a simple majority suspend or terminate the membership of an associate member organisation if:
(a) the member organisation fails to comply with a provision of these Statutes for more than three months after being given notice to remedy the default; or
(b) the member organisation ceases to be eligible to be admitted as a member in accordance with section 1.
6.1 The Association shall have the following officers:
(a) President;
(b) Deputy President, who shall not be a member of the same member organisation as the President;
(c) Vice Presidents: One person nominated by each ordinary member organisation excluding (subject to Section 3 of Article 7) the member organisations to which the President and Deputy President belong;
(d) Secretary General;
(e) Treasurer;
(f) Two Auditors, who shall not be members of the same member organisation as each other or the President or Secretary General.
7.1 Officers other than Vice Presidents shall be elected at a General Meeting held in 2012 and biennially thereafter from among the individual members of the ordinary member organisations provided that the Secretary General need not be a member of such an organisation if he or she is a professional officer employed by such an organisation.
7.2 The Deputy President shall at the second General Meeting following the meeting at which the President was elected be declared elected as President for the ensuing term unless he/she declines the position or the meeting resolves to hold an election for that position.
7.3 Each ordinary member organisation excluding the member organisations to which the President and Deputy President belong shall nominate one of its members to act as Vice President and may at any time nominate a substitute for such Vice President. However, when President relinquishes presidency of the organisation that he/she belongs to due to termination, it may nominate a member of the organisation that he/she belongs to as Vice President.
7.4 In the event of a casual vacancy amongst the officers, it shall be filled as follows:
(a) In the case of the President, the Deputy President shall complete the remainder of the term;
(b) In the case of the Deputy President, the next meeting of the General Council shall elect the successor;
(c) In the case of the Secretary General and Treasurer, the President shall appoint a person to complete that part of the term until the next meeting of the General Council and, subject to the approval of the General Council, the balance of the term;
(d) In the case of a Vice President, the member organisation which nominated the Vice President whose position is vacant shall nominate the replacement; and
(e)In the case of an Auditor, the next meeting of the General Council shall elect the successor provided that if a report is required by the Auditor at that General Council meeting, the member organisation to which the Auditor belongs shall appoint a successor for that purpose.
7.5 A vacancy may be left unfilled until the next General Meeting if a General Council so decides.
8.1 The President shall manage and control all affairs of the Association.
8.2 The Deputy President and Vice Presidents shall assist the President as determined by the President and at the request of the President act for the President when the latter is unavailable.
9.1 The Secretary General, as a representative of the Secretariat, shall supervise the administration of the Association.
10.1 The Treasurer shall supervise the care and custody of the funds and other assets of the Association, be responsible for maintaining the books of account of the Association and perform such other duties assigned by the President.
11.1 The Auditors shall audit the accounting and the execution of affairs of the Association.
12.1 The term of office for any officer other than a Vice President shall end on the conclusion of the General Meeting after his/her successor has been elected. An officer may be reappointed provided that the President may not serve more than two (2) complete terms but may serve two (2) such terms together with any part of a term served whilst filling a casual vacancy.
12.2 The term of office for an Officer who is elected to fill a casual vacancy shall be the same as that of the person he/she replaces.
12.3 An Officer who retires upon completion of his/her term shall continue to execute duties until a successor is installed.
13.1 When an Officer ceases to be a member of the organisation he/she belonged to at the time of being elected an Officer, he/she shall leave their post.
14.1 No Officer may contravene the Statutes and decisions of a General Meeting or of the General Council.
15.1 The General Council shall consist of the President, Deputy President, Secretary General, Treasurer and a Vice President nominated by each Ordinary Member organisation that has in the immediately preceding business year made a grant in aid to the Association of US$5,000 or more, and two other Vice Presidents from other member organisations not represented hereunder elected by a simple majority of votes of those other member organisations (including the member organisations of the candidates) cast by secret ballot at a General Meeting.
15.2 The General Council shall determine the following matters:
(a) Proposals to be submitted to the General Meeting;
(b) Matters which the Statutes provide must be approved by the General Council; and
(c) Other important items related to the execution of business matters of the Association.
15.3 Notwithstanding anything to the contrary contained in these Statutes, should the foregoing powers conferred on the General Council be insufficient to deal with any emergency that may arise, authority is vested in it by resolution of no less than three quarters of its members at a meeting of which not less than 48 hours’ notice, including notice of the proposed resolution, has been given to take such action as it considers to be appropriate in the interests of the Association, provided that no such action shall contravene the spirit of these Statutes. Every such action of the General Council shall be recorded in its minutes and be notified within three (3) working days to each member.
16.1 A meeting of the General Council may not be held unless it is convened by the President and more than one half of the Council’s members are present either in person or by electronic means.
16.2 The President shall preside over the meetings of the General Council and shall have a casting vote.
16.3 The General Council can finalise a decision based on the approval of more than one half of the members present.
16.4 A resolution in writing signed by a simple majority of the members of the General Council adopting a decision shall have the same effect as if it were adopted by the requisite majority of members present at a duly convened meeting, provided that each has been notified of the proposed resolution. Such resolution may be signed on counterpart copies and submitted to the secretariat by letter or facsimile.
16.5 The General Council shall meet four times in each year. At least two of such meetings shall be meetings at which members may attend in person.
17.1 The Officers shall receive no remuneration. Expenses associated with an Officer’s travel in attending meetings of the General Council and General Meetings shall be defrayed by the organisation he/she belongs to or by the Officer concerned.
18.1 A Technical Committee shall be formed. The Technical Committee shall comprise a Steering Committee and Technical Advisors shall be appointed by member organisations.
19.1 The Technical Committee will have a Chairman and two Vice Chairmen. The Chairman and two Vice Chairmen will form the Steering Committee of the Technical Committee, and may decide to appoint not more than two further members to the Steering Committee for the same term of office of the Steering Committee. Article 7.1 applies to the election of Chairman and Vice Chairmen.
20.1 The Technical Committee addresses current developments in international tax laws, regulations and compliance matters which affect tax professions in the region of Asia Oceania and other regions and continents. It forms opinions and where necessary provides a statement of such opinion, either on its own or jointly with CFE or other regional tax professional bodies, which will be published among AOTCA members and transmitted to the relevant tax authorities or trans-national bodies, as well as interested public.
21.1 The Steering Committee shall decide on issues and topics to be studied and addressed by the Technical Committee, may establish Working Groups to research, discuss and address particular issues and topics, and to assign the research work to the respective Working Groups, and finalise statements of opinion.
22.1 The General Council will have the power to appoint Chairman and/or Vice Chairman to the Technical Committee in case of a casual vacancy.
23.1 Each member organisation of AOTCA will nominate not more than two Technical Advisors to the Technical Committee to contribute to the Technical Committee and join as members or leaders of Working Groups formed by the Steering Committee.
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