BY-LAWS

Chapter I

HYPHEN, DURATION AND DOMICILE

ARTICLE 1. HYPHEN AND NAME: The HYPHEN is regional, voluntary, non-governmental, non-profit entity organised under the existing law of [country] and these By-laws to achieve the purpose set forth in Article 4 hereto. Its name is Himalayan and Peninsular Hydro-Ecological Network, identify itself by the acronym "HYPHEN".

ARTICLE 2. DOMICILE. The domicile of the HYPHEN is the city of [name], and it may establish offices anywhere in the region, with the staff, mandate and resources, as the HYPHEN's appropriate bodies deem convenient.

ARTICLE 3. DURATION. The HYPHEN shall be in force indefinitely, but it may be wound up at any time pursuant to the decision of the Assembly of Coordinators, in agreement with legal regulation and the By-laws.

Chapter II

AIMS, OBJECTIVES AND ACTIVITIES

ARTICLE 4. AIMS. The main aims of the HYPHEN shall be the following:

Research and campaign for the conservation of Himalayan and Peninsular water, rivers, coasts, wetlands, environment and climate change by promoting community-managed eco-friendly lifestyle and livelihood.

ARTICLE 5. OBJECTIVES. The main objectives of the HYPHEN shall be the following:

1. Organise water project-affected communities and persons to deal with social and environmental problems in everyday life.

2. Oppose large destructive dams and other infrastructure projects, river-linking or diversion, in line with the criteria and guidelines of the World Commission Dams.

3. Promote small water projects and eco-friendly alternatives to meet drinking water supply, irrigation and energy needs as fundamental human rights.

4. Undertake pro-action research, conduct workshops and launch campaigns against forces destroying the ecology and environment in the name of development.

5. Promote an alternative approach to development through organic agro-biodiversity and sustainable fisheries.

6. Oppose privatization and support communitisation of all natural resources and public services.

7. Demand a review of existing transboundary water treaties and agreements in line with international law and traditional watershed/basic practices.

8. Campaign for the adoption of a comprehensive trans-Himalayan and Peninsular water sharing and management treaty.

9. Link peoples' struggles by holding meetings, sharing sessions and dissemination of information through e-media and publications in different languages and dialects.

ARTICLE 6. ACTIVITIES. The main activities of the HYPHEN shall be the following:

1. Set up regional, country and community-level offices and information centres for coordination, campaigns and actions.

2. Prepare country reports and water project profiles, including existing policies, strategies, laws and regulations adopted by governments, lending agencies and other actors involved in infrastructure projects, and critique them in compliance with international law and programmes of actions.

3. Study the economic, social, cultural and environmental impacts of large dams and infrastructure by applying the WCD framework and international law principles and advocate for their decommissioning, reform, compensation and reparation.

4. Document information about dams and other infrastructure projects to assist affected communities and persons in their campaigns to protect their rights and interests.

5. Produce a monthly campaign e-bulletin and quarterly e-magazine, including hard copy publications if necessary according to the availability of resources.

6. Organise consultation meetings among inter-watershed/basin communities in launching common programmes of actions and campaigns such as the meetings between inter-community and inter-sate transboundary communities.

7. Make the best use of audio-video material and films for wider education and awareness-raising locally and globally.

8. Organise training of trainers for farmers, affected and displaced persons, media personnel and public interest lawyers.

9. Engage with concerned government, inter-government and private agencies/institutions to achieve reforms and changes in their policies, laws and behaviours.

10. Attend meetings and conferences to highlight problems and offer alternative solutions.

11. Promote selected villages and communities as farmer-managed conservation and development models and livelihoods as against state and corporation-led resource management.

Chapter III

AFFILIATED MEMBERS AND ASSOCIATES

ARTICLE 7. The groups and individuals as indicated in Articles 6 and 7 that after having filed their applications to join HYPHEN, have been approved as set forth in the By-laws, are the members of the HYPHEN. Such members shall be affiliated members or associates pursuant to the following Articles.

ARTICLE 8. AFFILIATED MEMBERS. The groups and individuals that carry out activities related to water, dams and hydropower projects and that are clearly interested in contributing to the objectives of the HYPHEN, such as water and energy users' groups and communities, universities and research institutions, legal action, non-governmental organizations (NGOs) and other interested groups may be affiliated members of the HYPHEN

ARTICLE 9. ASSOCIATES. Only those members as described in Article 6 that can be classified as non-profit-making groups and individuals may be associated members. The groups and individuals that are members of the HYPHEN shall maintain their autonomy in all fields of their functions and operations. The affiliated members of an organization which is a member of the HYPHEN shall not, for that only reason, become members of HYPHEN.

ARTICLE 10. APPLICATION FOR MEMBERSHIP. To become members of the HYPHEN, the interested and qualified groups and individuals shall submit their applications to the Governing Assembly of the HYPHEN, expressing their interest to participate in HYPHEN. The Assemblyshall be the final authority to make the decision for membership. The decision shall be taken by absolute majority of votes among the Governing Assembly. The ballot shall be secret.

ARTICLE 11. DUTIES AND RESPONSIBILITIES OF MEMBERS. The members of the HYPHEN shall actively participate in achieving the goals and purposes set forth in Article 4 of these By-laws, and shall abide by the decisions of the respective Assemblies and Boards of Directors. It shall also be their duty to contribute to the maintenance of the HYPHEN financially and otherwise as appropriate and agreed.

ARTICLE 12. LOSS OF MEMBERSHIP. Members of the HYPHEN shall lose their membership status due to any of the following reasons:

1. Being the performance of the Affiliated Member, its partners in corporations, its Directors or legal representatives, incompatible with the HYPHEN's guiding principles;
2. Voluntary withdrawal; and
3. Delinquency in payment of ordinary and extraordinary membership fees. The Governing Assembly shall decide on all other reasons except for the voluntary withdrawal.

Chapter IV

STRUCTURE AND ADMINISTRATION BODIES

ARTICLE 13. STRUCTURE. The following are the administration bodies of the HYPHEN:

1. HYPHEN shall be managed and led by persons and groups who are directly affected by infrastructure projects and climate change.

2. General Meeting: The General Meetings shall consist of affiliated members with voting rights, and associates and advisors as observers without voting rights.

3. Governing Assembly: The Assembly shall consist of 5-15 country representatives and/or movements as to be agreed upon in the General Meeting.

4. Administrative Bodies: There shall be regional secretariat, and national and local-level node to coordinate overall administration, fund-raising and finance, research, campaign, advocacy and publications work in required and affordable numbers.

5. Coordinators: The Coordinators shall function as the heads of each Secretariat in close consultation and coordination with the Governing Assembly and members.

6. A regional policy and decision-making committee shall be elected every three years from a conference of active members.

7. The role of activists, scientists, lawyers and media persons shall be limited as general members and advisors but as the main-policy and decision-makers.

8. A regional secretariat shall be established in Kathmandu with country and community focal points and offices as, when and where necessary and possible.

9. Anyone who agrees to the aims and objectives of HYPHEN as outlined in its by-laws, regulations and decisions shall be qualified for membership upon payment of specified fees.

10. Members who receive money or assistance from international financial institutions and corporations or governments who are known for their wrong policies and practices shall not be eligible for election in the regional, national or local committees.

ARTICLE 14. ADVISORY ASSEMBLY. The Advisory Assembly shall be composed of leading scientists, experts, activists and other campaign and/or public figures from any countries and continents, and as such they may be requested to attend various meetings and evens of the HYPHEN.

Chapter V

RESOURCES

ARTICLE 19. RESOURCES. (1) The main strength and resource of HYPHEN is its well-established and well-qualified members, experts, campaigners and advisors.

(2) Voluntary contribution shall be made by all members and groups to run day-to-day operations of activities, campaigns, litigation/complaints and publications.

(3) Funds shall be raised locally and internationally to cover day-to-day costs of operations, campaigns and publications from like-minded and eco-friendly sources.

Chapter VI

GENERAL MEETING

ARTICLE 20. (1) The General Meeting shall be the highest decision-making body of the HYPHEN. The quorum shall be composed of 51% or above of all the members present representing the majority of the HYPHEN members in total. Their participation in the General Meting may be personal, by proxy or virtual. The affiliates, the advisors and the honorary members shall be invited as observers.

(2) Virtual participation shall be by telephone but votes shall always be sent via fax in writing on the date called.

(3) Chairperson(s) and members affiliated but not associated shall be invited to attend all of the Assembly meetings, and shall have the right to participate in deliberations without voting rights.

(4) The Governing Assembly may appoint honorary members on account of their special merit.

(5) The honorary members may be invited to participate in all of the Assembly's deliberations, they shall have access to the minutes of the meetings and they shall receive all information as sent to regular members.

ARTICLE 21. General Meeting shall be of two types: ordinary and extraordinary. The Ordinary General Meeting shall be held once a year, preferably before the last month of the fiscal year, and in place and on dates as decided by the Governing Assembly. The Extraordinary General Meetings shall be held whenever the Governing Assembly, the Coordinators or a number of members representing at least one third of the total members deem it necessary and convenient.

ARTICLE 22. MEETINGS. Both ordinary and extraordinary meetings shall be summoned by the Coordinator(s) of the HYPHEN by means of written notice to the members, not less than twenty-one (21) days in advance. Should there not be quorum on the date of the meeting, the Coordinator(s) shall call upon the meeting again, in the same conditions, to be held not later than within thirty (30) days.

At this meeting, called second summons meeting, should there not be quorum on the date of the meeting, the General Meetingshall deliberate and take appropriate decisions with one third of the members attending the meeting.

ARTICLE 23. MAJORITIES. As a general rule, decisions of the General Meeting shall be made with the majority of attendees, that is, with the affirmative vote of 51% or more of the members attending the meting, except for the cases foreseen in these By-laws that require a higher number of votes.

ARTICLE 24. DUTIES OF THE GENERAL MEETING. The following shall be the main duties and functions of the General Meeting:

1. To ensure compliance with the By-laws as the highest authority of the HYPHEN; to amend the By-laws with the formalities set forth in Article 20 hereunder and adopt necessary rules and regulations.

2. To create necessary bodies or positions not attached in the following Articles to the Governing Assembly, determine their mandate, regulate their functions and monitor their performance as to be deemed convenient.

3. To discuss and approve as appropriate the nominations of the Governing Assembly, applications of membership, and the proposals for new associates, advisors and honorary members.

4. To appoint the Statutory Auditor and his/her alternate, and determine his/her fees.

5. To decide on the balance sheets and financial statements submitted by the Secretariats, with the prior opinion of the Governing Assembly.

6. To decide on the liquidation of the HYPHEN, with the affirmative vote of seventy percent (70%) of total members.

7. Any other duty not attached by the bylaws to other bodies or individuals.

ARTICLE 25. CHAIRPERSONSHIP. The General Meeting shall be presided over by the Chairperson of the Governing Assembly; in his/her absence, by one of the Coordinator(s) of the HYPHEN, and in absence of both, by any person as nominated by the Meeting to that effect.

ARTICLE 26. REPRESENTATION. Members not personally attending the meetings of the General Meeting may be represented by proxy upon written notice in advance to the HYPHEN. In any case, no one shall represent more than three (3) affiliates.

ARTICLE 27. REQUIREMENTS FOR PARTICIPATION. The members must have paid their membership fees and other dues for their eligibility to attend the General Meeting.

Chapter VI

GOVERNING ASSEMBLY

ARTICLE 28. The Governing Assembly shall be represented by the representatives of 5-15 affiliated members, appointed by the General Meeting for three-year periods and the may be reelected. At least two of the Directors shall represent founding members of the HYPHEN s. Each associated member shall cast a vote for only one candidate, including her/himself. Candidates with higher number of votes shall become elected or re-elected in the Board.

ARTICLE 29. (1) The Governing Assembly shall meet at the HYPHEN 's domicile but it may from time to time meet at any other place when it so decides through the Chairperson and/or Coordinators.

(2) Members of the Assembly shall have alternates only to act in the events of definitive absence (death or withdrawal or the organization they represent)

(3) In a situation when the candidate is not a legal representative of a particular affiliated member, a prior authorization for the candidacy shall be required.

ARTICLE 30. The members shall lose their position if they fail to participate in more than three (3) successive meetings without a valid reason provided in writing in advance.

ARTICLE 31. The vacant positions of the members of the Governing Assembly shall temporarily be served through nominations by the Assembly from among the other members of the HYPHEN until the next General Meeting.

ARTICLE 32. No more than one representative of a certain affiliated groups shall be elected/re-elected or appointed in the Assembly.

ARTICLE 33. There shall be a Chairperson, Vice-Chairperson, General-Secretary and Treasurer to be appointed by the Assembly itself from among its members for a period of one year on a rotational basis.

ARTICLE 34. Assembly Meetings. (1) The Governing Assembly shall generally meet at least once in every three months, on the day, time and place as agreed upon by the Chairperson. Extraordinary meetings shall be called upon when deemed necessary and convenient, or upon the request of at least three members of the Assembly.

(2) The Chairperson shall summon ordinary or extraordinary meetings by means of a written notice sent to the Assembly no less than fourteen (14) days in advance.

ARTICLE 35. Quorum and Majority. (1) The quorum of the Assembly shall consists of 51% or above of the total number of members of the Assembly. The Assembly Members shall participate in the meetings in persons(s) or through proxy or over telephones. In case of virtual participation, the votes or notes of descent shall be submitted in writing by fax on same of the meeting. Decisions shall be made on the basis of majority votes.

(2) The Assembly may also invite other members of the HYPHEN or external experts and observers to discuss and decide on certain issues as deemed necessary given the complexity of the subject-matters.

ARTICLE 36. The duties and functions of the Assembly shall be as in the following:

1. To define/redefine, in accordance with the By-laws and the decisions of the General Meeting, the philosophy, policies, principles, goals, objectives, strategies, activities and priorities of the HYPHEN.

2. To participate actively in research, campaigns, lobbying and publications.

3. To review and prepare for any amendments in the By-laws, rules and regulations for adoption.

4. To elect and appoint the designated officials for the Board.

5. To create various working positions and vacancies and conduct their recruitments, including fixing of their terms and conditions of services.

6. To establish various commissions, tribunals committees and sub-committees for public hearings, dispute resolutions, negotiations, lobbying and other specialized activities.

7. To develop internal organizational, regulatory and financial systems and their implementations.

8. To approve activity-plans, budgets and annual reports.

9. To prepare agenda for the General Meetings.

10. To represent itself in meetings and conferences or make necessary arrangements for such representations and participations.

11. To sign on any contracts and agreements relating to funds and other activities that may be undertaken in joint partnerships and collaborations.

12. To take all other decisions as necessary in the interest of the HYPHEN and within the By-laws and other rules and regulations.

Chapter VII

CHAIRPRSON AND OTHER OFFICIALS

ARTICLE 37. Chairperson. The Chairperson of the Assembly shall serve as the main head and the representative of the HYPHEN in case of duties and functions of the Assembly and overall HYPHEN.

ARTICLE 38. Vice-Chairperson. The Vice-Chairperson shall perform all duties and functions as to be designated by the Chairperson, preside over the meetings and represent the Assembly in the absence of the Chairperson or as and when it is deemed necessary.

ARTICLE 39. General-Secretary. The main duties and functions of the General-Secretary shall be to liaise and coordinate among the Board, the General Meetings, the Secretariats and all the members and advisors of the HYPHEN on a day-to-day basis.

ARTICLE 40. Treasurer. The main duties and functions of the Treasurer shall be to maintain day-to-day accounts of the HYPHEN in consultation and coordination with the General-Auditor.

ARTICLE 41. Coordinators. The main duties and functions of the Coordinators shall be to manage day-to-day administration of their respective Secretariats in coordination with the General-Secretary.

Chapter XII

GENERAL-AUDITOR

ARTICLE 42. The HYPHEN shall have a Statutory Auditor appointed by the General Meeting for a period of one-year.

ARTICLE 43. The duties of the Statutory Auditor are to:

1. Ensure that the HYPHEN 's operations are carried out in compliance with the By-laws, the decisions of the General Meetings and the Board.

2. Timely inform the appropriate body of the HYPHEN of financial or accounting irregularities

3. Ensure the proper accounting book-keeping, prepare minutes of the General as well as the Assembly meetings and establish efficient and transparent fiscal management and disciplines.

4. Inspect the HYPHEN 's assets and their maintenance.

5. Submit quarterly reports to the Board.

6. Give instructions, to carry out inspections, and to request reports as necessary to establish a permanent control over the HYPHEN's assets and securities.

7. Authorize with his/her signature the entity's financial statements and to submit his/her opinions to the General Meeting.

Chapter XIII

AMENDMENTS TO THE BYLAWS

ARTICLE 44. The By-laws shall be amended with the qualified vote of at least two-thirds of the voting rights as recognized in the respective General Meeting.

ARTICLE 45. All proposed amendments to the By-laws shall be submitted to the opinion of the Governing Assembly at least one (1) month in advance to the date of the General Meeting during which the amendment shall be considered for approval.

Chapter XIV

LIQUIDATION

ARTICLE 46. In the event of liquidation, all remaining assets of the HYPHEN, after clearing all the debts and liabilities, shall be donated to similar or close to similar non-profit groups or organizations or institutions.