Section 1. Duties
The affairs of SEAZA shall be managed by an Executive Board elected at a meeting of the General Assembly.

The Executive Board shall be entrusted with the general direction and operation of SEAZA and may adopt such rules and regulations for the condition of business as they deem advisable, within limits of, within limits of the Constitution and Bylaws. The Executive Board may establish standing committees as needed to assist in the management of SEAZA affairs. No member of the Board shall receive compensation for his or her services.

The elected members shall perform the usual duties of their offices and such other duties as may be determined by the Executive Board in accordance with the Constitution and Bylaws. The President shall be an ex officio member of all committees.

Section 2. Members of the Executive Board
The members of the Executive Board shall be a President, maximum of two Vice-Presidents, Founding President, Immediate Past President, Secretary, Chairs of standing committees and Executive Board Members. The Executive Board shall be reflective of the Association’s demographics, with at least three (3) different member countries. Unless he declines, the 1st Vice-President shall be elected as the next President. Executive Board members serve terms of three (3) years from their election. On expiry of the office, the member may stand for re-election.

All past presidents of the Executive Board, except the Immediate Past President, are Honorary Members of the Executive Board.

Section 3.Qualifications
The Executive Board must be Ordinary Institutional members of SEAZA for at least three (3) years at the time of election. Only individuals with good repute shall be eligible for nomination and office in the Executive Board. Only the full time, paid director of an Institutional member or a national association may serve as President and Vice-President of the Executive Board, until such a time as when SEAZA has a full time secretariat.

Section 4. Terms of Office
Terms of office for each elected member of the Executive Board shall consist of three (3) years respectively. These terms shall be understood to begin and end at the conclusion of the applicable Annual Business Meeting, or until their successors are elected, whichever comes later. Officers, beginning with the Secretary, may progress to the next office by election of the membership. Executive Board members may be eligible for re-election.

On expiry of the term of office, the member may stand for re-election.

Section 5. Vacancies
In the event of death, permanent disability, resignation, or other cause that prematurely vacates the office of President, the (first) Vice-President becomes President. Persons filling other vacancies resulting from premature termination of the incumbents’ terms of office must be elected by a majority vote of the Executive Board. The Executive Board will notify the membership of any vacancy and call for subsequent nominations. The Executive Board’s selection must be ratified at the first meeting of the General Assembly following the selection.

Section 6. Non Attendance
Any member not attending the Executive Board meeting shall notify the President at least two (2) weeks prior to the meeting.

Section 7. Nomination of New Members to the Executive Board
Nominations of candidates for the Executive Board shall be made to the current Board by written support of two (2) eligible voting members, together with the written consent of the candidate. The Board shall secure from each selected candidate a letter stating that he / she may serve, if elected, and carry out the duties of the office, including attendance at Executive Board meetings, as appropriate, and at the Annual General Assembly of the membership.

Following approval by the Executive Board, the election shall proceed in accordance with Article III Section 2 of these Bylaws.

Section 1. Guidelines and General Requirements
The Executive Board, at its discretion, may form committees and subcommittees for the purpose of addressing specific issues and to satisfy the objectives of SEAZA. The size and term of such committees shall be determined by the Executive Board.

Chairmen of all committees must be officially appointed by the Executive Board, and eofficial representatives of SEAZA Ordinary Institutional member organisations. The Chairman and other members shall serve for a term of not more than three (3) years, with the possible appointment for additional terms. The committee Chairmen may serve as appointees to the Executive Board. Where necessary, appointed Chairmen may be ratified at a General Assembly during the Annual Meeting.

Unless otherwise indicated in the Constitution or Bylaws, the committee will function in accordance with rules and regulations set forth by the Executive Board, and be subject to normal parliamentary procedures if applicable. Their work is subject to the approval of the Executive Board.

Section 2. Advisors and Assistants
The President may appoint such Advisors or Assistants approved by the Board as he / she deems necessary to assist in carrying out the objectives of SEAZA.

Section 1. Voting Members
Voting members shall be those who officially represent Ordinary Institutional members or National Associations pursuant to the rules of membership as defined in Article V, Sections 2 and 3. If a national or territorial zoological association or organisation exists in a member country or territory that has at least one SEAZA Institutional Ordinary Member, that country or territory shall have one vote. In the absence of such a national or territorial association or organisation an Association membership in a country or territory with at least one Institutional member, the zoo(s) in that particular country or territory shall agree on one representative who shall vote on their behalf

Section 2. Election of Executive Board Members
Nominations of candidates for the Executive Board shall be made by written support of two (2) members of different South East Asian Ordinary Institutional member organizations together with the written consent of the candidate. All nominees must represent member institutions that have been active in SEAZA for three (3) years or more at the time of election. The Executive Board shall notify the candidates of their selection, and shall secure from each candidate a letter stating that he/she may serve, if elected, and carry out the duties of the office, including attendance at Executive Board meetings, as appropriate, and at the Annual Meeting of the membership.

Elections of Executive Board members shall be by secret ballot of eligible voting members (see ARTICLE V, Sections 2-6) at a General Assembly during the Annual Business Meeting. The President shall be called upon to cast an additional vote in the event of a tie. All members of the Executive Board must be approved by a majority of the voting members.

Section 3. Resolutions
Resolutions and actions affecting the entire membership must be presented in writing to the Executive Board, which will review, edit, and approve or disapprove. Resolutions approved by the Executive Board will be presented to the members for a vote at the next Administrative Session, the next special meeting, or by post, and shall include the use of proxies. Voting shall consist of any means deemed appropriate by the Executive Board. Approval by a majority of qualified voting members attending such a meeting and/or casting a mail ballot shall be necessary for adoption of resolution. These resolutions shall be binding upon all members in all classifications, effective upon publication in an official publication of SEAZA, or letter from the SEAZA President.

In an emergency, a resolution may be adopted by a simple majority of the Executive Board. The voting members must ratify the emergency resolution during the next Administrative Session for approval.

Section 4. Motions
During an Administrative Session, a voting member of the delegation may move an agenda or other items, for approval. This shall be accomplished through a motion and a second to accept or approve, followed by a majority vote for approval. Voting shall consist of any means deemed appropriate by the President.

Section 5. Amendments to the Bylaw
Any amendments to the SEAZA Bylaws should be made following Article VIII of these Bylaws.

Section 1. Annual Meeting
(Need to define terms used below: General Assembly, scientific sessions, administrative sessions)

SEAZA shall regularly hold one meeting for the members during each calendar year. The business of the Annual Meeting shall include the General Assembly, scientific sessions, administrative sessions as needed, and other appropriate items. The purpose of the Annual Meeting shall be to share zoological information, promote cooperation among members, accept the reports of committees and subcommittees, approve the Association’s financial statements and budget, and to conduct other business as required. The official language of the Annual Meeting shall be English. The Annual Meeting will not normally be held in the same country more than once in every three years.

Non-members or other organizations may be invited by the Executive Board to attend the Association’s meetings as observers. Observers may attend all sessions except Administrative, and participate in discussions. They are not entitled to a vote and shall not be considered when determining a quorum.

Section 2. Executive Board and Other Meetings
The Executive Board shall meet twice annually or whenever necessary to consider adoption of the annual budget, reports, and recommendations of committees, and other appropriate business. A special meeting may be called by the President upon his own judgement of necessity. Notice of thirty (30) days in advance shall be required for such special meetings.

Section 3. Quorum
A quorum shall be a simple majority of eligible voting members.

Section 4. Conduct of Meetings
All meetings of the membership shall be conducted according to the rules and regulations as established by the SEAZA Bylaws.

Section 1. General Requirements
Any person, institution, society, related organisation, or corporation properly nominated and willing to abide by the Constitution and Bylaws and all other rules and regulations of SEAZA, may be elected to membership by the Executive Board provided they meet the requirements set forth in the various sections of this Article V. The Executive Board shall assume the responsibility of reviewing applications for membership. Failure to satisfy or adhere to the SEAZA Constitution and Bylaws, Code of Ethics and all other rules and regulations shall be sufficient cause for suspension or denial of membership. There is also a reasonable expectation that voting Member representatives will have the ability to attend Annual Meetings.

Section 2. Ordinary Institutional Members
Ordinary Institutional members shall be South East Asian zoos, as defined under Article I of the SEAZA Constitution. They shall have regular and predictable visiting hours which are convenient to the general public and which constitute more than a token opening. Animal collections of member zoos shall be comprehensive, and not merely holdings of domestic or semi-domestic animals or meager collections of wild animals. They shall further be defined as having as their primary business: (1) The exhibition, conservation, and preservation of the earth’s fauna in an educational and scientific manner, or (2) the organisation and promotion of same. Only a full time, paid staff of the institution may serve as its official representative.

Section 3. Associate Members
Associate members shall be persons (Individual Associate member) or institutions (institutional Associate member) who support the purpose, principles and objectives of SEAZA (as listed in Articles II and IV of the SEAZA Constitution). There is no geographic restriction on Associate Affiliate membership, i.e., Associate members can be from any country in the world. The official representative of an Associate member may attend the Annual Meeting and participate in discussions. Associate members may not be represented on the Executive Board, but may serve in committees and subcommittees. They have no voting rights and shall not be considered when determining a quorum.

Section 4. Honorary Members
Honorary members shall be persons who by reason of their interest in and service to zoological parks, aquariums, or to SEAZA have substantially promoted the goals for which SEAZA was formed, as stated in the Constitution. Candidates for Honorary membership shall be elected by the Executive Board. The Honorary member may attend the Annual Meeting and participate in discussions. Honorary members may not be represented on the Executive Board, but may serve in committees and subcommittees. They have no voting rights and shall not be considered when determining a quorum.

Section 5. Commercial Members
Commercial members are businesses engaged in the sale of products or services to zoos. The official representative of a Commercial member may attend the Annual Meeting and participate in discussions. Commercial members may not be represented on the Executive Board or any other committees and subcommittees. They have no voting rights and shall not be considered when determining a quorum.

Section 6. Membership Process
An Institution or Association desiring membership in SEAZA must first be proposed as a candidate (in writing) to the Executive Board by at least two voting members who are preferably from that country or region. Sponsors are not required for candidates applying for Associate membership. The candidates are required to submit the completed membership application form (obtainable on the SEAZA website, or from the Secretary), with appropriate information and associated materials listed in Article V Section 7 of these Bylaws, to the Executive Board. The Executive Board will review the documentation for compliance with SEAZA’s membership requirements. If approved by a majority of the Executive Board, the candidate will be invited to attend the next Annual Meeting as an observer. Following the Annual Meeting, the candidate will be voted upon by the SEAZA membership through the election process as defined in Article VII, Section 2 of these Bylaws.

Candidates failing Board approval shall be so notified by the Secretary of the Executive Board. A denied candidate may not be proposed or reapply for membership for a period of one year. A denied candidate may, however, appeal in writing to the SEAZA’s Board for reconsideration.

Section 7. Membership Qualifications
Qualifications vary between membership categories. Criteria to be considered for Institution membership shall include:

• Proper animal husbandry and veterinary care;
• Participation in coordinated species management programs;
• Participation in relevant scientific studies;
• Compliance with applicable national and international legislation;
• The maintenance of record systems and cooperation with studbook and species support programs;
• Environmental education programs;
• Support of national and/or international conservation programs;
• Endorsement of the SEAZA Code of Ethics and Welfare;
• Membership in regional and national associations where applicable;
• The ability to be officially represented at Annual Meetings.

Associations are required to provide documentation that includes information regarding their mission, Bylaws, general operation, overall function and the ability to be officially represented at the Annual Meeting.

Associates are required to provide information similar to Associations, however, representation at the Annual Meeting is at the Affiliate’s discretion.

Section 1. Membership Fees
Annual membership fees and services shall be established by the Executive Board for each membership classification. The Executive Board will review fees annually, and, at its own discretion, adjust them when required. Members or potential members may petition the Executive Board to adjust stipulated membership fees. The Executive Board will review such petitions, and, on a case by case basis, at the Executive Board’s own discretion, approve, modify, or reject such petitions.

Section 2. Payment of Fees
Membership fees are based upon the calendar year and are due on the first of January. Members who fail to pay annual membership fees within ninety (90) days will be liable to pay an additional 10% of the fees, failing which they may be suspended or expelled from membership by the Executive Board.

Upon the written recommendation by members of the Executive Board, or a written concern submitted to the President by any Member regarding an ethics violation, the Executive Board may, for cause, suspend, or terminate any membership in any classification. Such action requires a simple majority vote of the Executive Board. Cause shall be failure to satisfy Article V Sections 1 and 7, and Article VI, Section 2 of these Bylaws.

Such members shall be notified of the charges by certified mail to the last recorded address at least fifteen (15) days before the next Executive Board meeting. The notification shall include the time and place of the Executive Board meeting. The member shall have the opportunity to appeal in writing to the SEAZA Board, or appear in person and / or representation to present his / her defense of the charges before any formal action is taken by the Executive Board. The member shall be classified as “suspended” during any process of appeal. Failing or waving the right of appeal shall cause the Board to notify the membership of the expulsion.

The Association’s Constitution & Bylaws may from time to time be amended. The Constitution and Bylaws Committee shall submit proposed amendments or revisions to the Executive Board for approval. In addition, proposed amendments may be submitted to the Executive Board by a petition signed by at least ten (10) percent of the number of voting members as of 31 December of the preceding year. Amendments submitted by petition do not require the approval of the Executive Board, but must be submitted at least ninety (90) days prior to the next Annual Meeting. The Executive Board shall cause all approved, proposed amendments or revisions and all proposed amendments submitted by petition to be submitted for vote to the General Assembly at its next gathering. If a simple majority of those voting approve such a proposal, it shall become effective as an amendment to the Bylaws.

The Executive Board shall be the final authority in interpretations of the Constitution, Bylaws, and other rules of SEAZA.

Amendments adopted 24 October 1996 in Malacca, Malaysia.
Amendments adopted 30 October 1997 in Singapore.
Amendments to the Constitution and integration of the Constitution and Bylaws into single documents adopted 3 November 1999 in Ho Chi Minh City, Vietnam.
Amendment adopted 11 October 2001 in Taiping, Malaysia.
Amendments adopted 27 June 2002 in Singapore.