2008.4.5 Revised BYLAWS of Asia Future Internet Forum(AsiaFI) 1 NAME 1.1 This organization shall be known as the "Asia Future Internet Forum(AsiaFI)", hereinafter referred to as the "Organization". 2 OBJECTIVES 2.1 Its objectives are: (a) to offer common for Asian community on future internet research and development, (b) to coordinate to develop network of excellence, and (c) to encourage and promote global cooperation to achieve the above. 2.2 In furtherance of the above objectives, AsiaFI may carry out the following activities, though not necessarily limited to these: (a) holding meetings, workshops, and conferences, (b) exchanging technical information among its community and beyond, (c) coordinate research and education through courses, thesis supervision, and visits and, (d) promote and encourage testbed activities. 2.3 In furtherance of the above objectives, AsiaFI may work closely with interested individuals and organizations to further the cause. 3 MEMBERSHIP QUALIFICATIONS AND RIGHTS 3.1 There are 2 types of memberships: (a) Individual Member (b) Sponsoring Organization 3.2 Individual Member (a) An individual who is interested in research and development of future internet and its applications. 3.3 Sponsoring Organization (a) An Organization which contribute to AsiaFI in cash or in kind, or an Organization which offers its testbed network for access to AsiaFI community. 4 APPLICATION FOR MEMBERSHIP 4.1 Individual Membership of AsiaFI is open to individual supporting the objectives. 4.2 An individual wishing to join AsiaFI should participate one of AsiaFI's events, or apply to AsiaFI in writing. 4.3 An organization wishing to join AsiaFI shall contribute in cash, in kind, or offer its testbed network for access by AsiaFI community. 5 GOVERNANCE STRUCTURE 5.1 The governance structure of AsiaFI shall comprise the following: (a) General Assembly (b) Board (c) Steering Group (d) Committees/Working Groups/Task Forces (e) Secretariat 5.2 General Assembly (a) The supreme authority in AsiaFI is the General Assembly. (b) Only eligible Individual Members as listed in AsiaFI discuss mailing list have voting rights within the General Assembly. (c) The General Assembly approved the Bylaws. (d) The General Assembly elects the Board members. 5.3 Board (a) The Board has oversight function through development of long term plan, and nominates Steering Group Chair and Secretariat Director. 5.4 Steering Group (a) The Steering Group fulfills an executive role on activities of AsiaFI. (b) The Steering Group shall report to the Board. (c) The Steering Group consists of the Secretariat director, all chairs of committees and working groups, and other invited members. 5.5 Secretariat (a) The Secretariat provides administrative and operational support within AsiaFI. (b) The Secretariat comprises a Director and Secretariat staffs. (c) The Director shall supervise the operations of the Secretariat. (d) The Director shall report to the Steering Group. 5.5 Committees/Working Groups/Task Forces (a) All Committees/Working Groups/Task Forces shall be approved by the Steering Group. (b) Committee/Working Group Chair shall be elected by the Steering Group. (c) The Steering Group may form an Ad Hoc Committee or Task Force with specific terms of reference as needed. 6 ELECTED OFFICERS 6.1 The elected officers comprise: (a) Board Members (b) Steering Group Members (c) Secretariat Director (d) Committee, Working Group, and Task Force Chair 6.2 The term of an elected officer is 2 years. An individual may hold the office for a maximum of 2 consecutive terms of office. Thereafter he must abstain from the same office for a minimum period of 2 years. 6.3 An Nomination Committee elected at the General Assembly shall coordinate the Board election process which includes: (a) Call for nominations (b) Each nomination must be supported by a proposer and seconder (c) Consent by the nominee for voting (d) Counting/tallying of votes (e) Announcement of the voting results 6.4 Elections of Steering Group Chair and Secretariat Director shall be done by the Board. 6.5 Elections of chairs of committees and working groups shall be done by the Steering Group. 6.6 Elections of other members of Steering Group shall be done by Steering Group. 6.7 Election will be by simple majority through either a show of hands at a Council Meeting or through electronic votes. In the event of a tie, a re-vote shall be taken and if it still results in a tie, a lot shall be drawn to determine who shall be the successful candidate unless the contesting candidate(s) withdrew in favor of one of themselves. 7 DUTIES OF ELECTED OFFICERS 7.1 The Board Chair shall chair all Board and General Assembly. 7.2 The Steering Group Chair shall chair all Steering Group meeting. 7.3 A Committee,Working Group,or Task Force chair shall oversee proper administration of the corresponding Committee, Working Group, or Task Force he is elected to serve. 8 AUDITING AND FINANCIAL YEAR 8.1 The financial year shall last 12 months from 1 January to 31 December. 8.2 Two Honorary Auditors shall be elected at a Board Meeting and will hold office for a term of two years only and shall not be re-elected for a consecutive term. 8.3 The Honorary Auditors: a) shall audit each year's accounts and present a report upon them to the Board. b) may be required to audit the Organization's accounts for any period within their tenure of office at any date and make a report to the Board. 9 INDEMNIFICATION 9.1 AsiaFI shall indemnify and hold harmless all AsiaFI organization members, secretariat, agents and employees from all claims incidental to performance of their duties on behalf of AsiaFI. AsiaFI shall reimburse them for all legal and other expenses reasonably incurred as a consequence. This section shall not apply where the liability arises out of willful misconduct or breach of duty, of in the event of failure to notify AsiaFI in a timely manner or to cooperate in defense of the claim. Hualin Quian : Interim Chair, AsiaFI Board Jongwon Choe : Interim Director, AsiaFI Secretariat Kilnam Chon : Interim Chair, AsiaFI Steering Group 10 INTERPRETATIONS 10.1 In the event of any question or matter pertaining to day-to-day administration which is not expressly provided for in these Bylaws , the AsiaFI Board shall have power to use their own discretion. The decision of the AsiaFI Board shall be final unless it is reversed by the General Assembly. 12 DISSOLUTION 12.1 The AsiaFI shall not be dissolved, except with the consent of at least two-thirds of the total voting of the AsiaFI expressed, either in person or by proxy, at a General Assembly Meeting or through an electronic voting process, convened for the purpose. 12.2 In the event of the AsiaFI being dissolved as provided above, all debts and liabilities legally incurred on behalf of the AsiaFI shall be fully discharged, and the remaining funds will be disposed of in such manner as the Board may determine or donated to an approved charity(ies) or non-profit organization(s). 13 INDEMNIFICATION 13.1 AsiaFI shall indemnify and hold harmless all AsiaFI organization members, secretariat, agents and employees from all claims incidental to performance of their duties on behalf of AsiaFI. AsiaFI shall reimburse them for all legal and other expenses reasonably incurred as a consequence. This section shall not apply where the liability arises out of willful misconduct or breach of duty, of in the event of failure to notify AsiaFI in a timely manner or to cooperate in defense of the claim.