December 14, 2017   |

Ir. Hediyanto W Husaini, MSCE, M.Si
President of IRDA

Assalamualaikum Wr. Wb.
Welcome to official website of Indonesian Road Development Association (IRDA)
We expect this website may be useful for information facility, communication and knowledge sharing for all stakeholders for the development of Indonesia development.
Viva IRDA !!

AD / ART

ARTICLES OF ASSOCIATION/BY-LAWS
INDONESIAN ROAD DEVELOPMENT ASSOCIATION
PREAMBLE

That actually deduction to the nation and state is an obligation for each Indonesian national that shall be conducted and developed according to the respective profession  skill and expertise to materialize the goal of national development.

That transport infrastructure, especially road, bridge, tunnel, landing strip and railway, for the important infrastructure in the national development and life, in essence it plays important role to meet public need, materialize inter-region growth balance, stabilize communication for national unifying instrument, stabilize national defense and security, stabilize national security and safety and national resistance reliability and materialize Archipelagic Principle, it all has important meaning for nation and state welfare. Therefore, development business for transport infrastructure and enhancement and development of professional capability, skill and expertise in the sectors of transport infrastructure in Indonesia should be stipulated as a goal of dedication and charity to the nation and state.

That in order to achieve performance of transportation infrastructure effectively and efficiently accompanying various professions, skill and expertise is required profound understanding concerning role, duty and obligation according to the profession, skill and expertise and it should be realized to use and improve further capability by togetherness spirit supported and mobilized as the joint business to contribute to the nation and state development.

Accordingly, realizing the importance of role for the transport infrastructure development in the development of Indonesian state and nation, by the grace of Allah the One Supreme God is raised various professions, skill and expertise relating to the various aspects of transport infrastructure development in the profession association with the following Articles of Association:

CHAPTER I
NAME, PERIOD OF TIME AND DOMICILE

 

Article 1
Name

Name of this profession association shall be "HIMPUNAN PENGEMBANGAN JALAN INDONESIA, abbreviated to HPJI or authorized translation in English "INDONESIAN ROAD DEVELOPMENT ASSOCIATION" abbreviated to IRDA.

Article 2
Period of Time

IRDA is established dated September 5, 1975 for an indefinite period of time.

Article 3
Domicile

  1. IRDA at Central Level, having its domiciled in the capital of the Republic of Indonesia.
  2. At each Province, it can be established IRDA at regional level, having its domicile in Province capital.
  3. At each Regency/Municipality can be stipulated as Coordinator of Regency/Municipality having its domicile in Regency/Municipality capital as a part of the management of IRDA regional level.

CHAPTER II
PRINCIPLE, OBJECTIVE AND BUSINESS

Article 4
Principle

IRDA has the principle of Panca Sila (Five Principles).

Article 5
Objective

IRDA aims at:

  1. Developing and improving professionalism of the members in the sector of transportation infrastructure development; and
  2. Fighting interest and aspiration of the members.

Article 6
Business

In order to achieve the objective as referred to in article 5, IRDA shall carry out the following businesses:

  1. to uphold ethical code of IRDA and sale criteria of IRDA profession in performing the task of members.
  2. To improve and develop transport infrastructure in the science and its application.
  3. To assist in the sectors of development and science improvement, skill and expertise and stabilization of exploitation system in the area of transportation infrastructure for the members;
  4. To build cooperation with the regional or international organization participating in the issues of transportation infrastructure development;
  5. To organize conference, workshop, symposium, seminar or other scientific meetings according to the purposes;
  6. To organize publication in the sectors of transportation infrastructure development, either for the purpose in the organization or extensive community;
  7. To develop central data, information exchange and new idea development for the members relating to the issues of transportation infrastructure development;
  8. To organize certification in the sector of transportation infrastructure development for individual members to obtain acknowledgment and awards based on the professional capability;
  9. To give awards to the member in respect of the service, work and highly dedicated in the business of developing the organization of IRDA.
  10. To give awards to an individual for the highly valuable and extensively in the area of transportation infrastructure.
  11. To help advocacy in the area of transportation infrastructure development for the members;
  12. and other efforts that is considered necessary.

CHAPTER III
ETHICAL CODE AND SYMBOL OF ORGANIZATION

Article 7
Ethical Code

In carrying out the profession for each member of IRDA relating to the Ethical Code and Sale Criteria of IRDA becomes an integral part thereof.

Article 8
Symbol of Organization

IRDA has a symbol of organization being an integral part thereof.

CHAPTER IV
MEMBERSHIP

Article 9
Type of Member

(1)  Members of IRDA consist of:

  1. ordinary member;
  2. extraordinary member;
  3. member of university student, and
  4. honorary member.

(2)  Requirements concerning the membership shall be stipulated n the By-Laws.

Article 10
Rights and Obligation of Members

Rights and obligation of members shall be:

  1. each ordinary member and honorary member shall have voting rights in the general meeting of region, right to vote to be full participant in the National General Meeting/Special National General Meeting, right to vote and to be voted as the members of Regional Management Board, and right to vote as the member of management of Central Managing Board;
  2. each ordinary member shall be entitled to submit application for the expertise certificate in the area of bridge, road tunnel, landing strip, and railway in accordance with the qualification;
  3. each ordinary member who has had expertise certificate, shall be entitled to mention the name of IRDA beyond its name, and shall be entitled to obtain protection and defense in carrying out the task of profession as long as it does not conflict or violate the provisions and prevailing laws and regulation;
  4. each ordinary member has the right to participate in all activities of IRDA;
  5. each member except members of university student, shall be entitled to obtain protection and defense in performing the task of profession as long as it does not conflict or violate the prevailing provisions and regulation/laws and regulation;
  6. each member shall be entitled to defend in the procedure of imposing organization sanction;
  7. each member has obligation to uphold reputation of IRDA, conducts ethical code and sale system criteria of profession; and
  8. each member shall be obliged to respect, obey and implement the Articles of Association, By-Laws, valid regulation and decisions from IRDA.

 

Article 11
Termination of Membership

The membership shall be terminated due to:

  1. His/her own request;
  2. His/her Death;
  3. Honorable dismissal upon his/her own request;
  4. Dishonorable dismissal,
  5. Extraordinary members of juridical person, company or organization stated dissolved,
  6. Student Member whose status has been changed because the study has been completed or other causes.

CHAPTER V
FORM AND TYPE OF ORGANIZATION

Article 12
Form and Type of Organization

(1)  Form of IRDA organization shall be an open and decentralized association.

(2)  Type of IRDA organization shall be a professional, independent and non-political party organization.

 

CHAPTER VI
ORGANIZATION AND MANAGEMENT

Article 13
Organization Level

IRDA shall have an organization level consisting of:

a.    At national level:

  1. National General Meeting;
  2. The Central Management Board abbreviated DPP;
  3. Honorary council; and
  4. The Board of Advisors of DPP.

b.    At regional level:

  1. Regional General Meeting;
  2. The Regional Management Board abbreviated DPD; and
  3. The Board of Advisors of DPD.

Article 14
National General Meeting

(1)  National General Meeting shall be the highest organization level of IRDA.

(2)  National General Meeting shall have the duty of:

  1. Making Policy Outlines and Program of IRDA;
  2. Evaluating the responsibility of implementation of IRDA program and budget;
  3. Providing the guidelines for the arrangement of IRDA budget, including guidelines for applying the amount of entrance and contribution fees as well as the comparison of distributed receipt of entrance and contribution fees for the purpose of the allocation of DPP and DPD for 4 (four) years;
  4. Selecting a General Chairman also holding the position of Formation Chairman and 2 (two) members of Formation Team in order to arrange DPP;
  5. Validating DPP arranged by Formation Team; and
  6. Establishing members of Honorary Council proposed by DPP.

(3)  National General Meeting shall be held once in 4 (four) years.

(4)  National General Meeting shall be attended by:

  1. Regional representatives as full participants whose each of them has 1 (one) voting right determined by DPD meeting; each regional-level IRDA having 500 (five hundred) members or less shall be represented by minimum 5 (five) representatives; for regional-level IRDA having more than 500 (five hundred) members, total regional representative as full participants shall be determined by formulation of 5+(total member-500)/200 rounded up;
  2. Management of DPP IRDA as full participants having no voting rights except the person concerned is determined as regional representative;
  3. Non-regional representative Members of IRDA who are interested to attend the National General Meeting as observer previously enrolling to the organizer of the National General Meeting; and
  4. Other invitations determined by DPP IRDA as observer.

(5)  National General Meeting shall be chaired by a Meeting Chairman selected among the full participants;

(6)  Special National General Meeting may be held to solve urgent problem and shall be only intended to solve such problem;

(7)  Special National General meeting may held if it is proposed by more than ½ (half) of total DPD, or decided by DPP in the meeting attended by more than 2/3 (two third) of total member of DPP;

(8)  National General Meeting/Special National General Meeting shall be valid if it is attended by more than ½ (half) of total regional representative of full participants.

 

Article 15
Regional General Meeting

(1)  Regional General Meeting shall be the highest organization level of IRDA in a region.

(2)  Regional General Meeting shall be the duty of:

  1. Providing Policy Outlines and Program of regional-level IRDA in line with the Policy Outlines and Program of IRDA;
  2. Evaluating the responsibility of implementation of program and budget of regional-level IRDA;
  3. Determining guidelines for arranging budget of regional-level IRDA for 4 (four) years;
  4. Selecting a Chairman also holding the position of Formation Chairman and 2 (two) members of Formation Team in order to arrange DPD; and
  5. Validating DPD arranged by the Formation team.

(3)  Regional General Meeting shall be held once in 4 (four) years.

(4)  Regional General Meeting shall be attended by:

  1. Ordinary and honorary members as full participants whose each of them has 1 (one) voting right;
  2. Extraordinary and student members who are interested in attending the Regional General Meeting as observer previously enrolling to the organizer of the Regional General Meeting; and
  3. Other invitations determined by DPD as observer.

(5)  Regional General Meeting shall be chaired by the Meeting Chairman selected among the full participants.

(6)  Special Regional General Meeting may be held in order to solve urgent problem and shall be only intended to solve such problem.

(7)  Special Regional General Meeting may be held if it is proposed by DPD in the meeting attended by more than 2/3 (two third) of total member of DPD, or proposed by more than 2/3 (two third) of total ordinary and honorary members;

(8)  Regional General Meeting/Special Regional General Meeting shall be valid if it is attended by more than ½ (half) of total ordinary member in such region.

 

Article 16
Central Management Board

(1)  IRDA at Central Level shall be chaired by Central Management Board (DPP).

(2)  DPP shall at least consist of:

General Chairman;

Chairman;

General Secretary;

Secretary;

Treasurer; and

Members of Management.

(3)  General Chairman may be reselected for 1 (one) time of service period.

(4)  DPP provided shall have service period of 4 (four) years.

(5)  DPP shall be responsible for its all activities to National General Meeting at the end of service period.

(6)  DPP may complete the structure of management in accordance with the needs.

(7)  DPP meeting shall be held at least once in 3 (three) months.

 

Article 17
Regional Management Board

(1)  In each province which has had total ordinary and honorary members of minimum 20 persons, regional-level IRDA may be established.

(2)  Regional-level IRDA shall be chaired by Regional Management Board (DPD).

(3)  DPD shall at least consist of:

Chairman;

Secretary;

Treasurer;

Coordinator of Regent/City; and

Members of Management

(4)  DPD shall also represent DPP in the implementation of duty of central management in the region.

(5)  DPD provided shall have 4 (four) years of service period.

(6)  DPD shall be responsible for its all activities to the Regional General Meeting at the end of service period.

(7)  DPD may complete the structure of management in accordance with the needs.

(8)  DPD meeting shall be held at least once in 3 (three) months.

 

Article 18
Honorary Council of IRDA

(1)  Honorary Council of IRDA shall be organization level of IRDA relating to the enforcement of Code of Ethics of IRDA and functioned to make decisions about the cases relating the Code of Ethics in order to be implemented by the Central management Board of IRDA.

(2)  Members of Honorary Council of IRDA shall fulfill the requirements to:

  1. be extensively experienced to conduct the profession in one of or more sectors of developing transportation infrastructure;
  2. has no defect in profession and laws;
  3. has doubtless personality and integrity; and
  4. has never suffered from reputation of IRDA.

(3)  Members of Honorary Council of IRDA shall assume responsibility to the National General Meeting;

(4)  Honorary Council of IRDA consists of at least three persons and at most seven persons;

(5)  Term of office of Honorary Council of IRDA is the same as that of Central management board.

 

Article 19
Advisor Board of DPP

(1)  Advisor Board of DPP shall be an organization instrument of IRDA at Central Level functioning to give recommendation and or advises to DPP.

(2)  Members of Advisor Board of DPP shall be stipulated by Central managing board.

(3)  Advisor Board of DPP shall be chaired by one chairman elected by and between the members.

(4)  Term of office of Advisor Board of DPP is the same as that of DPP appointing.

 

Article 20
Advisor Board of DPD

(1)  Advisor Board of DPD shall be an organization of IRDA at regional level functioning to give recommendations or advices to DPD.

(2)  Members of Advisor Board of DPD shall be stipulated by Regional Management  Board

(3)  Managing Board of DPD shall be chaired by one Chairman elected among the members.

(4)  Term of office of Advisor Board of DPD is the same as that of DPD appointing the same.

 

Article 21
Permanent Board

(1)  Executive of Membership and other Permanent Board may be established either by DPP or DPD to help the performance of tasks.

(2)  Each Permanent Board shall be chaired by a professional Executive Director and work full time for a definite period of time, appointed/terminated and assume responsibility for DPP/DPD.

 

Article 22
Forum and Committee

(1)  Forum shall be a means of communication between members or between management and member in order to discuss the problem relating common interest, be established and or held on the basis of ad hoc by DPP and DPD.

(2)  Committee shall be a means of making the same science specialization deepening, be formed by DPD and DPP in accordance with various specialization interests of members.

(3)  Forum and Committee management shall be the completeness of DPP/DPD appointing.

 

CHAPTER VII
TREASURY

Article 23
Gain and Balance of Finance

 (1)  Finance of IRDA shall be earned from:

  1. Entrance fee;
  2. Annual fee;
  3. Donations which are valid and not contrary to the principles and goal of IRDA.
  4. Businesses and other gains which are valid and not contrary to the principles and goal of IRDA.

(2)  The amount of entrance and Annual fees shall be determined by DPP based on the guidance provided by National General Meeting by considering rights for the service obliged to be given to various types of membership.

 

CHAPTER VIII
ARTICLES OF ASSOCIATION

Article 24
Providing in Articles of Association

(1)  The matters not provided in these Articles of Association may be provided further in the Articles of Association to the extent such matter is not contrary to these Articles of Association.

(2)  The Articles of Association shall be stipulated by National General Meeting.

 

CHAPTER IX
AMENDMENT TO ARTICLES OF ASSOCIATION

Article 25
Requirements for Amendment

(1)  These Articles of Association may only be amended inside, and shall have been placed on the agenda of the National General Meeting, or in the Special National General Meeting held for such purpose;

(2)  Amendment proposing draft shall be determined in DPP meeting or proposed by at least ½ (half) of total DPD;

(3)  The decisions shall be made through compromise or if at least 2/3 (two third) of total voting right of full participants attending the National General Meeting it approves the proposal of amendment to Articles of Association at the time of voting made specially for that purpose.

CHAPTER X
DISSOLUTION

Article 26
Requirements for Dissolution

(1)  Dissolution of IRDA may only be decided in the Special National General Meeting specially held for such purpose upon a written proposal by at least 2/3 (two third) of total DPD and attended by at least 2/3 (two third) of all total regional representatives of full participants determined by DPD.

(2)  Decision of dissolution shall be made if at least ¾ (three fourth) of total voting right of regional representatives of full participants attending approve the decided dissolution of IRDA at the time of voting cast for that purpose.

 

CHAPTER XI
CONCLUSION

Article 27
Transitional Provision

Adjustment and amendment required as a result of amendment to these Articles of Association shall be completed by DPP and DPD no later than 365 (three hundred and sixty-five) calendar days after the date of amendment to Articles of Association of HPI is stipulated.

Articles of Association of IRDA were validated for the first time in Jakarta on July 23, 1979 and its amendments were made:

Firstly: in the 6th Member General Meeting held in Jakarta on November 30, 1990.

Secondly: in the 8th Member General Meeting held in Jakarta on December 23, 1997;

Thirdly: in the 9th Member General Meeting held in Jakarta on August 7, 1998;

Fourthly: In the 1st Special National General Meeting held in Jakarta on October 4, 2000;

Fifthly: in the 2nd Special National General Meeting held in Denpasar on July 17, 2002;

Sixthly: in the 10th National General Meeting held in Jakarta on October 6 and 9, 2003.

 

Attachment 1

 

 

BYLAW
INDONESIAN ROAD DEVELOPMENT ASSOCIATION

CHAPTER I
BUSINESS

Article 1
Business

1) Business activity provided in Articles of Association of IRDA shall be held with the following reference:

  1. Engineering conference of road, bridge, road tunnel, runway and railway as well as workshop, symposium, seminar or other scientific meetings may be held at local, national and international level;
  2. Publication may be periodically published, containing scientific writing as well as results of work relating infrastructure of transportation, including writing from its members, organization news and summary of work paper from a conference, workshop, symposium, seminar, and other scientific meetings;
  3. Certification of profession held in the field of infrastructure of transportation, in the scope of road, bridge, road tunnel, runway, railway, in order to support the acknowledgment with regard to the competence of members shall be adjusted to the requirements for the needs in the business field at national and international levels.

2) Besides businesses explained in Articles of Association of IRDA, the business activity may also cover:

  1. Participation in the symposium, seminar, and other scientific meetings held by other associations, nationally and internationally; and
  2. Visits as well as other activities which are useful for the development of infrastructure of transportation.

 

CHAPTER II
MEMBERSHIP

Article 2
Ordinary Member

Ordinary member shall be any Indonesian citizen who is actively in the field of development of infrastructure of transportation with professional and skilled qualification.

Article 3
Extraordinary Member

Extraordinary member shall be:

  1. Any Indonesian and foreign citizen who is interested in the development and or utilization of infrastructure of transportation.
  2. Any domestic and abroad institution developing science in order to develop road and or utilization of infrastructure of transportation.
  3. Any foreign board and company which is interested in the development and or utilization of infrastructure of transportation in Indonesia; and
  4. Any Indonesian juridical person, company and organization having activities relating the development and or utilization of infrastructure of transportation.

Article 4
Honorary Member

1) Honorary member shall be any individual of Indonesia and foreign citizen having consistent attention and reputation in the business of profession/expertise development and/or development of science in the field of infrastructure of transportation;

2) Those who are able to be appointed as honorary member shall be:
a. Ordinary members or ordinary members of the individuals fulfilling the following requirements:

  1. They are extremely meritorious to the development of IRDA organization and/or goal achievement of IRDA;
  2. They have been members of IRDA at least 4 (four) years consecutively.
  3. They do not ever do breach of the provisions of Articles of Association, Bylaw, Code of Ethics and the applicable rules of IRDA;
  4. They have good personality and reputation in the wider community; and
  5. They are prepared to be appointed as honorary members.

b. Non-members fulfilling the following requirements:

  1. They have great attention and been meritorious to the business and development of IRDA;
  2. They have good personality and reputation in the wider community;
  3. They are prepared to be appointed as honorary members.

 

Article 5
Student Member

Student member shall be any Indonesian citizen having undergraduate or diploma active-student status in the field of science of infrastructure of transportation.

Article 6
Rights of Member

1) Each member has the right:
a. To attend any conference, workshop, symposium, seminar and meetings held by IRDA; and
b. To get publication and circular issued by IRDA.
2) Each member has the right to represent IRDA in any conference, workshop, symposium, seminar and meetings held by other associations in the country and abroad based on DPP/DPD's decision.
3) Each ordinary and honorary member has the right to be selected as member of DPP in National General Meeting and has the right to select and be selected as member of DPD in Regional General Meeting; except for a honorary member of foreign citizen, he/she does not have the right to be selected as General Chairman of DPP/ Chairman of DPD.
4) Each member has the right to get the same treatment as other members in accordance with his/her status of membership.
5) Each member has the right to get a member card in accordance with the applicable provisions.
6) Each ordinary member having certificate has the right to submit an application for addition of classification and improvement of qualification in the field of road, bridge, road tunnel, runway and railway.

Article 7
Obligations of Member

1) a. Each ordinary member, extraordinary member, and student member are
obliged to pay entrance fee and contribution fee.
b. Honorary member shall be released from paying entrance fee and contribution
fee.
2) Each member is obliged to maintain the existence of organization and support the goal achievement of IRDA, among others seeking:
a. To attend Regional General Meeting;
b. To attend any conference, workshop, symposium, seminar, and meeting held
by IRDA;
c. To make work papers and scientific works regarding development of road
which may be published by IRDA;
d. To give constructive contribution to IRDA;

Article 8
Procedures for Acceptance of Member

1) Request for being ordinary, extraordinary and student members shall be as follows:
a. Prospective member shall fill out the registration form prepared for that purpose and submitted to DPD.
b. Prospective member shall have recommendation from minimum 2 (two) ordinary members/honorary members.
c. Particularly for being extraordinary member, it is also necessary a declaration that the prospective member shall be interested in the development of infrastructure of transportation.
d. Particularly for being student member, it is required to get recommendation and or a written reference from an academic institution about the official and registered student status.
e. No later than 3 (three) months after the registration form is received, DPD shall have determined to accept or not such prospective member.
f. In the even the prospective member is acceptable, the decision of DPD shall be validated by DPP no later than 1 (one) month after the decision of DPD is received by DPP.
g. DPP/DPD may reject the request for being member, if the prospective member does not fulfill the requirements as provided in Article (2) and Article (3) of Bylaw.
2) a. Decision of validating the acceptable member shall have been submitted by
DPP to the person concerned in writing no later than 1 (one) month following the date of validation.
b. The membership shall come into force since the date of fulfilling the obliged
payment of the first year entrance fee and contribution fee.
3) Each individual member is obliged to report a change of address to local DPD and provincial DPD concerned if new address is in other provinces.
4) Each member of company is obliged to report a change of organization data to local DPD.
Article 9
Procedures for Appointment of Honorary Member

a. Appointment of honorary member shall be made by DPP after having approval from Regional General Meeting or National General Meeting.
b. A proposed appointment of honorary member shall be made by DPP and/or DPD in the seat of member/non-member concerned.
c. Such proposed appointment in paragraph b above shall be completed with the reasons fulfilling such requirements in Article 4 of Bylaw.

Article 10
Termination of Membership

1) Membership shall be terminated as the obligation of paying contribution fee for consecutive 2 (two) years is not fulfilled.
2) Any member who will quit from IRDA at his/her own request shall give an earlier-one month written notice to DPD.
3) Student membership shall be ended when the person concerned has completed his/her study, or the end of student status due to other reasons.
4) In the event the student member is ended due to the completed study, the person concerned has the right to be ordinary member by submitting a reapplication. The change of membership shall not require the person concerned to pay the entrance fee.

CHAPTER III
APPRECIATION AND SANCTION

Article 11
Appreciation

1) Appreciation in the form of Gift of IRDA shall be given to any individual having extraordinary achievement in the field of infrastructure of transportation. The requirements and provisions on the grant of Gift of IRDA along with the prospective receiver shall be arranged by DPP, submitted in National General Meeting in order to get considerations, approval and validation.
2) Appreciation in the form of appointment as honorary member shall be given any individual fulfilling the requirements as provided in Bylaw Article 4 and Article 9.
3) Appreciation of IRDA shall be given to any individual or institution or juridical person which has succeeded to hold IRDA program satisfactorily. Receiving appreciation shall be determined in compromise based on the achievement of work program implemented at DPD and DPP level, and validated by DPP.

Article 12
Sanction of Organization

1) If a member does not fulfill the obligations as provided in Article 10 of Articles of Association and Article 6 of Bylaw, he/she shall be imposed a sanction of organization in the form of:
a. A maximum-3 (three) time written warning;
b. A frozen membership status;
c. Termination of membership status; or
d. A Revoked Profession Certificate.
2) Before determining the sanction of organization, the Honorary Council of IRDA shall previously learn defenses of the member intended and explanations from other parties.
3) The decision of sanction of organization regarding breach of Code of Ethics shall be made by DPP after it is determined by the Honorary Council of IRDA.

CHAPTER IV
ORGANIZATION AND MANAGEMENT

Article 13
Delivery of National General Meeting Invitation

1) Invitation of National General Meeting shall be delivered to a regional representative of full participants through DPD in writing no later than 30 (thirty) days before the meeting is held and shall be contained information on time, venue and program of the meeting.
2) In urgent condition, DPP may deliver the invitation no later than 1 (one) week before the meeting is held as referred to in paragraph (1).
3) Any regional representative who is unable to attend the National General Meeting may give his/her proxy of voting right in writing to other representatives from the same region.

Article 14
Delivery of Regional General Meeting Invitation

1) Invitation of Regional General Meeting shall be delivered to ordinary members in writing no later than 30 (thirty) days before the meeting is held and shall be contained information on time, venue and program of the meeting.
2) In urgent condition, DPD may deliver the invitation no later than 1 (one) week before the meeting is held as referred to in paragraph (1).
3) Any member who is unable to attend the Regional General Meeting may give his/her proxy of voting right in writing to other members who are non-member of DPD.

Article 15
Work Meeting

1) National Work Meeting shall be function to give recommendations and inputs to DPP as well as a communication forum between DPP and DPD.
2) National Work Meeting shall be attended by general chairman of DPP, chairmen of DPD as well as members of DPP and other observers determined by DPP.
3) National Work Meeting shall be held at least 1 (one) time within the service period of management.
4) National Work Meeting shall give recommendations to DPP about:
a. Steps which are necessary taken relating the implementation of Policy
Outlines and Program of IRDA; and
b. Other problems which are deemed necessary.
5) National Work Meeting shall be valid if it is attended by more than ½ (half) of total DPD.
6) Regional Work Meeting shall be attended by chairman of DPD, members of DPD, members of IRDA in the region concerned and invitation determined by DPD.
7) Regional Work Meeting shall be held at least 1 (one) time within the service period of management in order to:
a. Discuss about the development of regional-level organization;
b. Arrange proposal and advices to the matters regarding the interest of
organization in order to be submitted to DPP.
8) Regional Work Meeting shall be valid if it is attended by more than ½ (half) of total ordinary member in such region.

Article 16
Rights and Authority of the Board

1) General Chairman/General Secretary of DPP or Chairman/Secretary of DPD jointly has the right to represent and bind IRDA inside and outside court and has authority to do any action of ownership and any action of management for and on behalf of IRDA;
2) Rights provided in paragraph (1) shall be limited by the actions requiring previous validation from the meeting of DPP/DPD namely in the following matters:
a. To get or release immovable goods and or rights of land and building.
b. To lend money on behalf of IRDA in the amount of Rp 10.000.000,- (ten million
Rupiah) or more.
c. To mortgage or be responsible for properties of IRDA by other manners.
d. To bind IRDA as guarantor (borg or avalis).
e. To establish/participate in the part of and/or organize other companies or
juridical persons.

Article 17
Work Procedures for Management

Work procedures for management shall be determined by DPP/DPD, containing:
a. Explanations about duties and responsibilities of each member of the Management Board.
b. Performance standard of each member of the Management Board.
c. Sanction against members of the Management Board to those who are unable to fulfill the performance standard and procedures for imposed sanction.

Article 18
Obliged Arrangement of Annual Budget

1) DPP and DPD shall be obliged to arrange the Annual Budget of IRDA for the service period.
2) The first-year budget shall have been completed no later than 6 (six) months from the date determined by DPP/DPD.

Article 19
Meeting and Meeting Chairman of Management Board

1) Meetings of DPP and DPD shall discuss any thing which will be duties, obligations and responsibilities of DPP/DPD.
2) Meeting of DPP shall be chaired by General Chairman and if the General Chairman is unable to attend the meeting shall be chaired by one of persons appointed by between the Chairmen.
3) Meeting of DPP shall be valid if it is attended by more than ½ (half) of total member of DPP.
4) Meeting of DPP shall be chaired by the Chairman and if the Chairman is unable to attend, the meeting shall be chaired by one of the persons appointed by the DPD management attending.
5) Meeting of DPD shall be valid if it is attended by more than ½ (half) of total member of DPD.

Article 20
Termination of membership of DPP and DPD

1) Membership of DPP and DPD shall be terminated due to:
a. The resignation as member of IRDA;
b. His/her own request;
c. His/her death;
d. Honorable dismissal;
e. Dishonorable dismissal; or
f. Termination of service period of DPP/DPP concerned.
2) A member of DPP/DPD shall be temporarily released from his/her duty by the meeting of DPP/DPD, because:
a. He/she is unable to attend due to illness or to perform duty and function; or
b. He/she does actions which are contrary to the Articles of Association/Bylaw or
other actions which is unable to be accounted for.
3) The release of duty caused by the matters as referred to in paragraph (2) point b shall apply no later than 3 (three) months.

Article 21
Replacement of Management Board Member

1) Replacement of member of DPP/DPD management who is terminated as provided in Bylaw Article 20 point a, b, c, d and e shall be performed through a meeting of DPP/DPD.
2) The replacement of member of DPP/DPD as referred to in paragraph (1) shall not be necessary validated through National/Regional General Meeting.

Article 22
Meeting Quorum of Organization Level

1) When the meeting of organization level does not fulfill the quorum as provided in the provisions of Articles of Association Article 14 pararaph (8) and Article 15 paragraph (8) and Bylaw Article 15 paragraph (5) and (8) as well as Article 19 paragraph (3) and (5), such meeting shall be postponed every 20 (twenty) minutes within the postponed time of no longer than 60 (sixty) minutes.
2) After the postponed time of 60 minutes the quorum has not been reached as well, the meeting may be continued to be held and any decision made shall be valid.

Article 23
Meeting Decision of Organization Level

Meeting decision of organization level shall be made:
a. In compromise in order to reach an agreement.
b. If the agreement as referred to in point (a) is unable to be reached, the decision above based on the majority vote among participants attending and having voting rights in such meeting.

CHAPTER V
TREASURY

Article 24
Fundraising Effort

For certain purpose DPP/DPD may carry on businesses in order to collect fund which is valid and not contrary to the principles and goal of IRDA.

CHAPTER VI
ADDITIONAL RULES

Article 25
Rules of DPP/DPD

1) The matters not provided in the Articles of Association and or Bylaw may be provided in the rules of DPP/DPD.
2) Such rules in paragraph (1) shall not be contrary to the provisions of Articles of Association and Bylaw.
CHAPTER VII
AMENDMENT OF BYLAW

Article 26
Requirements for Amendment

1) This Bylaw is only able to be amended inside, and it shall be programmed in National General Meeting, or in Special National General Meeting held for such needs.
2) Draft proposal of amendment shall be determined in the meeting of DPP or proposed by at least ½ (half) of total DPD.
3) The decisions made through compromise or at least 2/3 (two third) of total voting right of full participants attending in the National General Meeting shall approve the proposal of amendment to such Bylaw at the time of voting made for that special purpose.

CHAPTER VIII
CONCLUSION

Article 27
Transitional Provisions

1) Adjustment and amendment which are required as a result of amendment to Bylaw shall be completed by DPP and DPD no later than 365 (three hundred and sixty-five) calendar days after the date of amendment to Bylaw of IRDA stipulated.
2) Management of DPP shall be established necessarily after the amendment to Articles of Association and Bylaw is validated.
3) Management of DPD shall be adjusted to Articles of Association and Bylaw through Special Regional General Meeting within the period as provided in paragraph (1).
Bylaw of IRDA shall be validated for the first time in the 1st Member General Meeting of IRDA in Jakarta on July 23, 1979 and its amendments made:
Firstly: in the 6th Member General Meeting held in Jakarta on November 30, 1990.
Secondly: in the 8th Member General Meeting held in Jakarta on December 23, 1997.
Thirdly: in the 9th Member General Meeting held in Jakarta on August 7, 1998.
Fourthly: in the 1st National General Meeting held in Jakarta on October 4, 2000.
Fifthly: in the 2nd National General Meeting held in Denpasar on July 17, 2002.
Sixthly: in the 10th National General Meeting held in Jakarta on October 6 and 9, 2003.