• 2.1 Primary and Secondary Purpose
• 2.2 Mission and Goals
• 2.3 Regional scope
• 2.4 Thematic scope
• 2.5 Target Groups
• 2.6 Institutional Set-up
• 2.7 Members
• 2.7.1 Classification of Membership
• 2.7.2 Application Process
• 2.7.3 Annual Meeting of Members
• 2.8 Board of Trustees
• 2.8.1 Functions and Powers of the Board of Trustees
• 2.8.2 Composition
• 2.8.3 Election and Term of Office
• 2.8.4 Meetings
• 2.8.5 Board of Trustees Committees
• 2.9 Executive Officers
• 2.9.1 The Chairman/President
• 2.9.2 Executive Director
• 2.9.3 Secretary
• 2.9.4 Treasurer
• 2.10 Branch/ Subsidiary Offices
• 2.10.1 Branch Office
• 2.10.2 Subsidiary Office
• 2.10.3 Guidelines and Procedures
• 2.11 Linkage with other regional Clean Air Initiatives
• 2.11.1 Seal and Logo
• 2.11.2 Website
• 2.11.3 Membership in the CAI-Asia Center
• 2.11.4 Joint Activities
• 2.12 Policies on Anti-corruption

The CAI-Asia Center, Inc. Articles of Incorporation mandates the primary purpose for the incorporation of the CAI-Asia Center to:
"Improve urban air quality in Asia and in this regard, to initiate, implement and manage projects, conferences and symposia in the Philippines and in Asia or elsewhere, to promote public awareness and generate public support for the Corporation’s mandate, goals and activities."

The secondary purposes of the Corporation include but are not limited to:

a. Undertaking, promoting or facilitation knowledge management on air quality management;

b. Undertaking, promoting or facilitating capacity building on urban air quality management and related topics;

c. Facilitating the development of regional approaches to urban air quality management and harmonization of policies, standards and approaches;

d. Promoting and facilitating the formulation, publication and implementation of air quality management strategies by national and local governments as well as other relevant stakeholders;

e. Stimulating and facilitating the implementation of pilot programs which will address air quality-related projects encountered in the Asian region; and

f. To provide secretariat support services to the international movement known as Clean Air Initiative for Asian Cities Partnership.

The strategic directions of the CAI-Asia in support of the above purposes are reflected in its mission, goals and objectives:

A. Mission

To promote the improvement of the air quality of Asian cities by sharing experiences and building partnerships and piloting innovative approaches.

B. Goals

The goals to which the CAI-Asia Center will contribute are:

i. Awareness among stakeholders on the need for and feasibility of strengthening of urban AQM in Asia has been improved;

ii. Ambient air quality standards, emission standards and well-articulated AQM policies at national and local level for the prevention and control of mobile, stationary and area sources of air pollution have been formulated and are increasingly adopted and successfully implemented;

iii. Well-established capacity to manage urban air quality in Asia has been developed among relevant stakeholders in Asia which includes trained manpower, monitoring equipment, and operational budgets for urban AQM; and

iv. Financing models for urban AQM in Asia developed and mobilization of adequate financial resources has resulted in improved financial sustainability of urban AQM in Asia.

C. Outputs

The CAI-Asia Center will strive towards the successful implementation of the following outputs:

1. The CAI-Asia Center has been established and all administrative and financial procedures are functioning smoothly and sustainability is ensured;
2. The CAI-Asia Center is accepted as authoritative, knowledge base on urban air quality in Asia;
3. The CAI-Asia Center contributes to the generation of adequate capacity for effective urban AQM in Asia;
4. The CAI-Asia Center has expanded its role as convener of AQM-related policy forums; and
5. The CAI-Asia Center has contributed to the identification of financing models for effective urban AQM in Asia and assisted in raising funds for the development and implementation of AQM programs and projects.

The CAI-Asia Center focuses on developing countries in Asia that span the main three sub-regions of Asia: East Asia, South-East Asia, and South Asia. These countries are:

East Asia
People's Republic of China, Mongolia

South-East Asia
Cambodia, Indonesia, Lao PDR, Malaysia, Philippines, Thailand, Vietnam

South Asia
Afghanistan, Bangladesh, Bhutan, India, Nepal, Pakistan and Sri Lanka

• The active participation and support of Japan, Republic of Korea, Hong Kong SAR, and Singapore in the activities of the CAI-Asia Center shall continue to be encouraged. However, as a general policy, these countries shall not be eligible as recipients of CAI-Asia Center funding.
• Participation by countries from the Pacific and Central Asia in activities of the CAI-Asia Center shall initially be on an ad hoc basis with the possibility of leading to a more permanent involvement for specific countries.

• The emphasis will be on improving urban air quality and on improving management of contributing mobile, stationary and area sources of pollution.
• The CAI-Asia Center will actively promote the principle of co-benefits in which urban AQM is linked to climate change mitigation, or to improving road safety, achieving energy security, urban renewal or other fields of activities that can help to promote the adoption of better urban AQM. Efforts to reduce transboundary pollution will similarly be supported provided there is a linkage with urban AQM.
• It will also support efforts to reduce transboundary or regional air pollution for their relevance on urban air quality in Asia but will not take the lead on such transboundary or regional air pollution activities.
• The CAI-Asia Center will generally not endorse specific technologies or companies distributing specific technologies; neither will it engage in technology development.
• The CAI-Asia Center will not become involved in intergovernmental discussions on urban AQM in Asia unless requested by regional organizations with a formal mandate for intergovernmental discussions.

As a regional organization and to optimize its outreach and impact, the CAI-Asia Center, Inc, will often work with intermediary groups to reach the final target group of decision-makers and implementers of programs on urban air quality management. These intermediary groups can include the following:

• local CAI-Asia networks in different Asian Countries;
• members of the CAI-Asia Partnership; or
• other regional and national organizations, programs and projects whose objectives are complimentary to the objectives and activities of the CAI-Asia Center, Inc.

The CAI-Asia Center organization consists of the Board of Trustees, the members, Executive Director and the CAI-Asia Center Staff. The organizational set-up is presented in Figure 1.

The main criteria for membership is the potential value added that the member might add to the activities of the CAI-Asia Center, Inc. This can be in the form of joint activities or in providing substantial inputs to the further development of the Center.

Article IV, Section 1 of the CAI-Asia Center, Inc. By-Laws classifies membership according to:

I. Voting Members are: (i) the incorporators and initial members until withdrawal or termination of their membership in the Corporation; (ii) natural persons who have applied for and are qualified for membership in the CAI-Asia Center, Inc., and (iii) the duly designated nominees or representatives of stakeholders and qualified organizations (refer to Items (a) and (b) below) who have applied for and are qualified for membership in the CAI-Asia Center, Inc. pursuant to the provisions of the CAI-Asia Center, Inc. By-Laws.

a) Stakeholder representatives - The overall membership needs to be able to reflect the interests of the combined stakeholders in promoting better air quality management (AQM) in Asia. This can best be accomplished by a system in which different categories of stakeholders in the CAI-Asia Partnership select a representative who will be a member of the Corporation. For this purpose, the following stakeholder categories are adopted:

i. Cities and other forms of local government;
ii. National government agencies;
iii. Civil Society and academe;
iv. Business sector; and
v. Development Agencies

Each category of stakeholders will be entitled to nominate one (1) representative, and alternate in accordance with the selection procedures developed by the CAI-Asia Partnership. Such representative/alternate shall be subject to the qualification rules for membership of the Corporation. Upon admission to membership, such representative/alternate shall become a Voting Member of the Corporation.

b) Qualified Organizations – Organizations providing to the Corporation more than US$150,000 during any twelve (12) month period may apply to become, and if approved by the Board, will be a Voting Member of the Corporation (hereafter, "qualified organizations").

Subject to the terms and conditions prescribed in the CAI-Asia Center Articles of Incorporation and By-Laws, only those Voting Members whose status has been classified as members in the By-Laws shall be qualified to vote, be voted for and to hold office as trustee or Officer of the Corporation, provided they are members in good standing, except for the Executive Director who may or may not be a Voting Member.

A juridical entity accepted as a member of the Corporation may designate, by resolution of its board of directors or equivalent governing body, from time to time, one (1) nominee or representative and alternate who shall exercise its rights as a member of the Corporation.

Subject to the provisions of these By-Laws, the Board may, from time to time, and by appropriate resolution, adopt such rules governing the rights and obligations of membership in the Corporation.

II. Non-Voting Members include: Non-voting members shall consist of: (i) funding organizations providing US$15,000 to US$150,000 during any twelve (12)-month period to the Corporation; and (ii) honorary and ex-officio members.

a) Funding Organizations – In accordance with Article IV, Section 1.2 of the CAI-Asia Center By-Laws, organizations providing US$15,000 to US$150,000 to the Corporation during any twelve (12)-month period will be qualified to apply as non-voting members of the Corporation. Organizations providing less than US$15,000 are not qualified to apply as non-voting members, however, their contribution, if accepted, will be duly recorded in the books of the Corporation and will be acknowledged and posted on the website and other publications of the Corporation.

b) Honorary and Ex-officio members
From time to time the Board may award an honorary membership to an individual who has made an extraordinary contribution to the Corporation or air quality management in Asia. Honorary membership will be for life. Honorary members are entitled to attend and participate in activities of the Corporation but they shall not be entitled to vote, nor to hold office.

The Board may induct ex-officio members selected on the basis of their affiliation with an organization that is of direct relevance to the Corporation. Ex-officio members are entitled to attend and participate in activities of the Corporation, but they shall not be entitled to vote, nor to hold office. The membership of ex-officio members shall be reviewed by the Board on an annual basis.

Individual admission to membership in the CAI-Asia Center shall follow the process below as prescribed under Article IV, Section 3 of the CAI-Asia Center Inc. By-Laws, as follows:

1. The application form (See Annex 1) for individual membership shall be accomplished and be submitted to the Corporation through its Executive Director;

2. The application for membership is presented to the Board by the Executive Director at its next meeting, and must be approved by at least a majority of all members of the Board;

3. Upon approval of the application for membership by the Board, the Executive Director shall issue written confirmation to the applicant.

4. In case the application for membership is rejected by the Board, the Executive Director shall by written notice inform the applicant and provide the reasons for rejection.

The application process for juridical entities shall follow the procedures outlined above except:

i) The application for a juridical entity shall give sufficient information to properly identify the applicant and be signed by the nominee/ representative, and accompanied by a resolution of the applicant’s board of directors or equivalent governing body, constituting and appointing the nominee/ representative of the juridical entity.; and

ii) The juridical entity may substitute the nominee/representative, by providing the Secretary with evidence of a resolution of the Board of Directors or equivalent governing body of the entity authorizing such substitution.

Article V Section 2 of the CAI-Asia Center, Inc. By-Laws mandates the annual meeting of the members of the Corporation every third Monday of June.

The Board of Trustees is established pursuant to Article VI of CAI-Asia Center, Inc., By-Laws, to exercise corporate powers, manage operations, control the property of the CAI-Asia Center and to serve as its regular members. It is composed of seven members elected from among the members of the CAI-Asia Center that have shown to possess the following qualifications pursuant to Article VI, Section 3 of the CAI-Asia Center, Inc. By-Laws:

• Strong affinity with urban AQM and personal knowledge of or experience in the development and implementation of urban AQM policies and programs;
• Well-developed appreciation of the need of a multi-sectoral approach to urban AQM and having present or prior association with one of the following groups of stakeholders: national or local government, civil society, private sector, media, or development organizations;
• Good understanding of the challenges of managing a newly-independent organization including associated financial processes; and
• Strong networks in the area of urban AQM, environment, and development cooperation.

The Board shall have the following express powers pursuant to Article VI, Section 6 of the CAI-Asia Center By-Laws:

a. to adopt the rules and regulations for the admission of members including the grounds for suspension and disciplinary actions and payment of assessments, penalties, the government of members and management of the affairs of the CAI-Asia Center, its project and facilities;

b. to approve the CAI-Asia Center, Inc. Operations Manual including the Rules of the Board;

c. to approve the business plan and annual budget of the Corporation;

d. to review on a no-objection basis, project agreements with a value of more than US $ 15,000 and less than US $500,000;

e. to approve quarterly and annual reports on the finances of the Corporation;

f. to approve the six-monthly and annual reports on the operations of the Corporation;

g. to approve selection of an asset managing firm or commercial bank to manage the funds of the Corporation;, Inc.;

h. to open a credit line with a commercial bank to meet possible shortfalls in cash provided that such credit lines are covered by future income under approved and signed agreements;

i. select, recruit and appoint the Executive Director, and terminate the contract of the Executive Director as appropriate and

j. from time to time, to delegate, as may be permitted by law and the CAI-Asia Center, Inc. By-Laws, any of the powers of the Board of Trustees to any committee, officer or agent.

The Board of Trustees is composed of seven members elected during the first annual members’ meeting after incorporation of CAI-Asia Center. in accordance with Section 2, Article VI of the CAI-Asia Center, Inc. By-Laws.

• Seven (7) members of the Board of Trustees are elected during the first annual members’ meeting after and annually thereafter .
• Each trustee of the CAI-Asia Center, Inc. shall serve for a term of 3 years and may be re-elected for a maximum of two consecutive terms or a maximum of 9 years.
• Trustees shall serve for staggered terms, such that the term of office of 2 or 3 trustees shall expire every year. Subsequent elections shall be conducted for 2 or 3 new members of the Board of Trustees with a term of 3 years. The trustees will decide in mutual consultation whose term will expire after two years and in case of failure to reach an agreement, the Chairman/President shall make the decision on whose term will expire when.
• Vacancies arising from resignation, death or any other cause, except removal or expiration of term of a trustee shall be filled by the vote of at least a majority of the remaining trustees, if still constituting a quorum. The said vacancy or vacancies can be filled by election from among the Voting Members in good standing and the Voting Members so elected shall act as trustee/s of the Board for the unexpired term of the said vacant seat/s. Furthermore, Article VI, Section 4 further mandates that the election of this trustee shall be considered as one full term, for purposes of determining his eligibility for re-election. If the remaining trustees no longer constitute a quorum, such vacancy must be filled by the members in a regular or special meeting called for that purpose. A trustee elected to fill a vacancy shall serve only for the unexpired term of the trustee being replaced. The service by the new trustee for the unexpired term counts as one term. A written notice to all members shall be made by the Board, and served within one (1) week from the designation of the new trustee.

• The Board of Trustees shall have a regular meeting on a semi-annual basis or at such other time and place in or outside the Philippines as the Board may determine.
• Special meetings shall be held at the written request of any 4 trustees at a time and shall be held at the principal office of the Corporation or at such time and place in or outside the Philippines, or by tele-or video-conferencing, provided that notice of such special meeting shall be given to the members of the Board at least 10 days before such meeting.

The Board may create committee/s as may be deemed desirable and necessary in the implementation of the purposes, programs and projects of the CAI-Asia Center, Inc. and such committees shall exercise such powers and perform such functions and duties as may be prescribed by the Board. Permanent standing committees will be established on Remuneration and on Audit.

A. Remuneration Committee – established pursuant to Section 2 of Article VIII

Powers and Duties: (i) to determine the salary bands and benefits of Officers and employees of the CAI-Asia Center, Inc., and review these from time to time; ii) review the Executive Director’s proposals for modifying the salary bands and benefits and make recommendations to the Board; and iii) review the performance of the Executive Director and make recommendations to the Board.

Membership: minimum of 2 members to be selected by the Board of Trustees. The Executive Director of the CAI-Asia Center, Inc. shall also sit as member of the Committee. Membership is not limited to the Board of Trustees but to include other qualified members of the CAI-Asia Center, Inc.

Duration of Office: Committee members shall enjoy a term of two years.

B. Audit Committee – established pursuant to Section 3 of Article VIII

Powers and Duties: Review the (i) quarterly and annual financial reports; (ii) results of the external audit of the Corporation; and (iii) report and propose any recommendations to the Board regarding the financial arrangements and activities of the CAI-Asia Center, Inc

Membership: Minimum of 2 members to be selected by the Board of Trustees.

Duration of Office: Committee members shall enjoy a term of two years.


Members of the Committees are entitled to the reimbursement of pre-approved expenses incurred in connection with performing duties of the Committee, pursuant to Section 12 of Article VIII. These shall be subject to the procedures for reimbursement of expenses outlined in Part III of the Operations Manual.

Other committees to be created by the Board of Trustees shall be documented in the CAI-Asia Center, Inc. Operations Manual.

In accordance with Section 1, Article VII of the CAI-Asia Center, Inc, By-Laws, Executive Officers include the: Chairman/ President, Executive Director, Treasurer and Secretary, all of whom shall be elected or appointed by the Board of Trustees. The executive officers may be removed with or without cause at any meeting by the concurrence of the vote of five (5) trustees. The Board may appoint such other officers and delineate their powers and duties as the Board shall find necessary to manage the affairs of the Corporation.The Board may appoint such other officers and delineate their powers and duties as the Board shall find necessary to manage the affairs of the Corporation.

The Chairman/President, in accordance with Section 2, Article VII of the CAI-Asia Center, Inc. By-Laws, shall:

a. preside at all meetings of the members and at all meetings of the Board at which he shall be present;

b. unless otherwise determined by the Board of Trustees and subject to such limitations or guidelines which the Board may issue from time to time, have full power and authority to vote, on behalf of the Corporation, in person or by proxy at any meeting of any institution in which the CAI-Asia Center is represented;

c. represent the CAI-Asia Center, Inc. in activities and meetings of the CAI-Asia Partnership and related projects and programs;

d. in consultation with the Executive Director, inform the Board of Trustees and the members of the Corporation on all matters of interest to them and have all such other powers and duties as the Board of Trustees may prescribe from time to time; and

e. co-sign, either in person, or through delegation, in case he is not a resident of the Philippines, another Trustee who is a resident of the Philippines all checks, drafts, notes and orders for the payment of money against the funds of the Corporation in amounts above $150,000;and,

f. have the decisive vote in cases where the votes in a meeting of the Board of Trustee are tied.

Pursuant to Section 3, Article VII, the Executive Director, who may or may not be a member, shall have the general care and supervision of the business and affairs of the Corporation. He shall have other powers incident to the office of the Executive Director and such other duties and powers as the Board may fix by resolution. Specifically, the Executive Director, shall:

a. represent the CAI-Asia Center in and execute all contracts and agreements entered into for and in behalf of the Center, by authority of the Board of Trustees expressed in a general or special resolution or other written instruments, and with the counter-signature of the Chairman, issue a Certificate of Donation in such form as the Bureau of Internal Revenue may prescribe on any donation received by, for or in behalf of the CAI-Asia Center, Inc.;

b. jointly with the treasurer, shall be responsible for the opening and handling of the Bank accounts of the CAI-Asia Center, Inc.;

c. sign all checks, drafts, notes and orders for the payment of money against the funds of the CAI-Asia Center in amounts up to US$ 50,000, co-sign with the Treasurer of the Board of Trustees in amounts above $ 50,000 to $ 150,000, and co-sign with the Treasurer and the Chairman/President and Treasurer or another trustee to be assigned by the Board, all checks, drafts, notes and orders for the payment of money against the funds of the CAI-Asia Center, Inc. in amounts above $ 150,000. however, the Board may authorize other Officers of the Corporation to perform these duties, from time to time;

d. appoint and remove as deemed necessary, any employee and agent of the CAI-Asia Center, to determine, fix and change their compensations, subject to the salary bands and benefits determined by the Remuneration Committee.

e. with the approval of the Board, purchase, lease or otherwise acquire for the CAI-Asia Center, rights, privileges of properties, to solicit grants for the projects of the CAI-Asia Center and manage, conserve and invest the funds of the Center in line with the instructions and guidance provided by the Board and in compliance with the Operations Manual procedures;

f. name and appoint all the agents and employees of the CAI-Asia Center subject to the approval and/or revocation by the Board, provided however that he may dismiss or accept the resignation of any employee even without prior action of the Board;

g. have the general and active management of the affairs of the CAI-Asia Center, Inc. but he may delegate in whole or part this function in writing to the Deputy Executive Director other officers or members and notify such to the Board in the following quarterly report;

h. have the power to engage technical consultants and advisors as needed to perform the functions of the CAI-Asia Center, Inc.;

i. Implement and ensure that the policies and decisions of the Board of Trustees and those adopted in the meetings of the members of the CAI-Asia Center are properly executed and complied with;

j. be responsible for the procurement and disbursement of funds for all projects and activities funded by the Corporation in compliance with the Operations Manual procedures;

k. submit to the Board all project proposals with a value of: (i) more than US$15,000.00 and less than US$500,000.00, on a no-objection basis, and (ii) equal to or more than US$500,000.00, for Board approval, Provided: he shall review and approve all project proposals with a value of up to US$15,000.00; and

l. be responsible for the performance and financial monitoring of all projects and activities funded by the Corporation. He shall submit to the Board quarterly financial reports within fifteen (15) days from the close of each quarter, six-monthly operational reports within thirty (30) days of the close of each six month-period, and, within sixty (60) days from the close of each fiscal year a complete report of the operations of the Corporation for the preceding year.

The Executive Director shall be appointed by the Board of Trustees, following recommendations by a search committee chaired by the President/Chairperson of the Board.

In accordance with Section 4, Article VII of the CAI-Asia Center, Inc. By-Laws, the Secretary who must be a citizen and resident of the Philippines, shall take and keep true minutes of all meetings, give notice of all meetings to members and Trustees, have custody of the corporate seal, notify the Trustees of their election, and in general, perform all duties incident to the office of Secretary and such other duties as may be assigned to him by the Executive Director, or the Board. Specifically, he shall

• Keep an accurate record of the resolutions and proceedings of each meeting of the Board, together with a record of the names of persons present, and provide copies of such resolutions and proceedings to members of the Board no later than 10 calendar days following the meeting;
• Ensure the distribution to the Board of quarterly, six monthly and annual reports prepared by the Executive Director; and
• Oversee the recording of any correspondence to and from the Corporation, and ensure that the Board is kept informed of such correspondence as instructed by the Board.
  

The Treasurer, pursuant to Section 5, Article VI of the CAI-Asia Center, Inc. By-Laws, shall have custody of the funds and securities of the Corporation. He shall likewise oversee the financial procedures in the Operations Manual. He shall co-sign with the Executive Director all checks, drafts, notes and orders for the payment of money against the funds of the Corporation in amounts in excess of US$50,000.00 and subject to the provisions of the Operations Manual. Jointly with the Executive Director, he shall be responsible for the opening and handling of the bank accounts of the Corporation.

• The CAI-Asia Center, Inc., with Board approval, may establish subsidiary or branch offices in Asian countries to operationalize its expressed mission of promoting the improvement of urban air quality of Asian Cities.
• Such subsidiary or branch office would carry out:
  i. Sharing knowledge and experiences on air quality management;
  ii. Promoting policy and regulatory frameworks improvement;
  iii. Promoting the implementation of integrated air quality management strategies and regulations; and
  iv. Piloting projects to encourage innovation.

The CAI-Asia Branch office shall be an operating entity that is an integral part of the CAI-Asia Center. Its functions include:

• Facilitate deeper understanding and broadened acceptance of need for urban air quality management;
• Catalyze the establishment of CAI-Asia local network in the host country/city; and
• Implement the CAI-Asia Center Business Plan.

The CAI-Asia Center overseas subsidiary office is a legally-independent institution, wholly-owned or majority-owned by CAI-Asia Center, to be incorporated in the host country and shall serve to:

• promote urban AQM policies and standards; and
• contribute to the operationalization of the CAI-Asia Center, Inc. purpose, mission and goals and to establish the needed management capacity, including the development of pilot projects and financing models for these.

• The decision to establish overseas branch and subsidiary offices rests with the Board of Trustees, acting on the recommendation of the Executive Director.
• The decision shall be based on the established need for physical presence of the CAI-Asia Center in the host countries/cities in advancing its purpose, mission and goals.
• A subsidiary/branch office can be established in any Asian Countries in partnership with a local network that shall be endorsed by the CAI-Asia Partnership.
• Upon approval by the CAI-Asia Center, Inc. Board of Trustees on the recommendation to establish branch offices, the Executive Director enters into a Memorandum of Agreement with the Local CAI-Asia Network.

Cross-regional knowledge sharing concerning air quality management shall continue to be advanced with the CAI-Asia Center’s partnership with other regional Clean Air Initiatives:

1. Clean Air Institute of Latin American Cities (CAI-LAC); and
2. Clean Air Initiative for Sub-Saharan Africa (CAI-SSA)

• The linkage as depicted in Figure 2 exists structurally but without formal mechanism of coordination and control as well as lines of authority or responsibility. The CAI-Asia Partnership shall take effort to ensure that the CAI-LAC and the CAI-SSA are fully informed of its establishment and activities.

In accordance with Article XV, the CAI-Asia Center, Inc. shall have its own seal to be used by the Board and Executive Officers and kept by the Secretary, and in addition the Center shall approve and authorize the use of the its own logo. All documents that bear the seal shall be regarded as official documents and shall be recorded and copies properly filed with the Secretary.

• As the principal instrument for cross-regional knowledge sharing, the further development, maintenance and periodic updating the Clean Air Initiative website will be undertaken as a joint initiative among the 3 regional CAI organizations.
• Coordination mechanism for continued collaboration on maintenance of the website will be put in place to ensure smooth operation of the website.

As indicated in Section 2.7.1 item II, the representatives of the Clean Air Initiative for Latin American Cities and the Clean Air Initiative for Sub-Saharan Africa may be inducted by the CAI-Asia Center Board of Trustees as ex-officio members of the CAI-Asia Center.

• Put in place an effective coordination mechanism with the Clean Air Institute in Latin America and the Secretariat of CAI-SSA, bi-annual coordination meetings will be held;
• From time to time, joint fundraising activities may be undertaken to support a limited number of joint programs and projects with the Clean Air Institute and the CAI-SSA Secretariat;
• The CAI-Asia Center Board of Trustees may opt to create a committee/working group composed of 3 representatives from regional CAIs as ex-officio members, to define the joint objectives and activities.
• The Executive Director will, from time to time, meet with his counterparts to discuss cooperation and joint activities.
• The CAI-Asia Center’s Strategic Linkages Division will coordinate the activities of the committee/working group and maintain close interface with the regional CAIs.

The anti-corruption policy of the CAI-Asia Center requires that its staff, bidder, suppliers consultants and contractors adhere to the highest standard of ethics during the selection and execution of such contracts. In this regard, the CAI-Asia Center, Inc. shall:

• reject a proposal for award if it determines that the consultant recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for the contract in question.
• sanction a consultant, either indefinitely or for a stated period of time, to be awarded a contract if it at any time determines that the consultant has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing a contract.
• have the right to require that in contracts with the CAI-Asia Center, Inc., a provision be included requiring consultants to permit the CAI-Asia Center, Inc. to inspect their accounts and records and other documents relating to the submission of proposals and contract performance and to have these audited by auditors appointed by the CAI-Asia Center, Inc.
• in case of conflict of interest, the CAI-Asia Center, Inc., shall take appropriate actions to manage such conflicts of interest or may reject a proposal for award if it determines that a conflict of interest has flawed the integrity of any selection process.
• not allow its staff to accept gifts from supplier in relation to their performance or work. In case a gift is offered, for example during holiday season, this should be turned over to HR Department for raffle. In case the gift is perishable, this should be shared with co-employees. Complimentary hotel accommodation and travel mileage incentives are acceptable as long as these do not create discrimination of other suppliers not offering the same incentives.
• not encourage purchasers to solicit or accept money, loans, credits, discounts, entertainment or gifts/favors that could influence purchasing decision from suppliers or potential suppliers. A promotional material of little commercial value (such as calendar or paper weights) which may bear the supplier’s advertising is acceptable.
• before accepting offers of travel or lodging from a supplier or prospective supplier, obtain approval from the Executive Director (Deputy Director). The reason for accepting such travel or lodging should be justified as being sound for business reasons and should not obligate the Center.