Läje Rotuma Constitution
Article I : Name and Vision
1. The name of the association hereby constituted is "LajeRotuma
Initiative" (herein referred to as the "Initiative")
2. The vision of the Initiative is to maximize the future environmental
and sustainable options for the island of Rotuma and her people. The
main goal and objectives of the Initiative shall be:
a. To strengthen natural resource management of the Rotuman community
living on the island, for the benefit of current and future generations;
b. To provide access to information for the island community and
provide innovative activities and programmes which encourage community
and school participation options on Rotuma;
c. To encourage the creation
of sustainable livelihood for the improvement of standards of living
by education and awareness in matters of self-help;
d. To further
the development of youth, women and all communities on Rotuma;
e. To encourage the full participation of Rotuman individuals and
communities living away from the home island in the Initiative's
plans and actions.
Article II : Membership
1. Membership shall be open to persons of Rotuman descent and others
a. who have demonstrated that they are friends of the Initiative in terms
of providing assistance and support of any kind;
b. pay a membership fee.
2. Honorary members may be admitted by the Core Group.
3. Membership shall be lost if a member has not paid dues by the end
of the previous membership period except in circumstances where the Core
Group determines that failure to pay was beyond the control of the member
and the member subsequently pays dues to date and continues to provide
support and assistance in kind where deemed necessary.
Article III : The Quarterly Meeting and Conference
1. The ultimate authority of the Initiative shall be vested in the
Quarterly meetings which control the general policy of the Initiative
and shall delegate to the Core Group the power to carry out such policy
and to conduct the business of the Initiative in the intervals between
meetings which is to be held every 3 months and including the Quarterly
meeting during the Conference at every two years. (authority cannot
be vested in meetings, only in people; who is entitled to attend quarterly
meetings? The entire membership? In any case you should specify this.
So the wording should read something like: "The entire active membership
is entitled to attend quarterly meetings, at which policy decisions
are made." You have not yet specified how the Core Group is
constituted; I suggest you provide at least a general reference to
the nature of the core group above.)
2. To enable a Quarterly Meeting
to exercise this authority at least one third of the members of
the Initiative are entitled to vote at the meeting or by proxy.
3. Each member, including
Core Group members, shall have one vote which may be exercised
either personally or by proxy. The Coordinator shall have the casting
vote. (The way the coordinator is selected, and the coordinator's
role should be specified in the membership section.)
4. All proxies
shall be submitted to the Secretary in writing in a form acceptable
to the Initiative not less than 24 hours before the Quarterly Meeting
(for which they are appointed) for which who is appointed?
5. A Conference shall be held every two years as a forum
for discussion, workshops and planning for the next two years' work-plan
and direction for the Initiative.
6. The Quarterly meeting immediately
preceding a Conference shall determine the date, venue and
theme of the imminent Conference or the membership attending the meeting
may delegate the duty to the Core Group.
7. The Core Group is
empowered to postpone the Conference or change the venue by special
Article IV: Officers
a. The Core Group members of the Initiative shall be the Coordinator,
Program Assistants, Secretary and Treasurer who shall be elected
at each Conference meeting. They shall take office on the first day
of the biennium;
the event that no nomination is received for one of the above positions,
nominations maybe called from members present at the Quarterly
meeting held during the Conference.
2. The Core Group shall have the power
to appoint, when the need arises, committees which shall be chaired
by conveners and which may include the following:
a. Coral Reef Conservation
b. Coastline Rehabilitation and Protection Program
c. Finance and Membership
d. Livelihoods Project
e. Mobile Environmental Resource Team Program
3. The Core Group shall carry out the policy and conduct the business
of the Initiative in the interval between Conferences in accordance
4. The Core Group shall have the power:
a. to make by-laws for that purposeprovided
that any such by-law and any amendment thereto shall be ratified
by a majority of the members of the Initiative;
b. to open and operate bank accounts and to determine who
shall sign cheques on the Initiative's behalf;
c. to organize the
Conference in accordance with the Constitution and by-laws;
d. to adopt its own working rules;
e. to examine applications for admission and to decide which of
the applicants shall be admitted as new members;
f. to fill all
vacancies among the Officers and Trustees of the Initiative;
g. to supervise expenditures of the Initiative and the use and
investment of funds;
h. to promote study and action on the legal,
economic, social, environmental and on any other matters of interests
to the Initiative;
i. to appeal for, collect, receive and administer
all sums of money subscribed or given by any person or organization
for the support, maintenance or benefit of the Initiative and
in furtherance of the purposes of the Initiative;
j. to acquire by
purchase, lease, hire, gift or otherwise and to dispose by
way of sale, exchange, gift, lease, hire or otherwise such property,
real or personal, as the Core Group may deem necessary for
the furtherance of the purposes of the Initiative and to perform
all acts in relation thereto as may from time to time be required
including the employment of all persons necessary for the prosecution
of the activities of the Initiative;
k. to invest and deal with
monies not immediately required in such manner as may from time
to time be determined;
l. to do all such other things as in the opinion
of the Core Group may be incidental or conducive to the attainment
of any of the Initiative's goals and objectives or the exercise
of any of the foregoing powers.
Article V : Board of Trustees
1. There shall be a Board of Trustees comprising three persons of good
repute and standing which, upon incorporation as a Charitable Trust,
shall have perpetual succession and a common seal and which, subject
to this Constitution, may do and suffer to be done all that corporate
bodies may do and suffer to be done.
2. Trustees shall be appointed
by the Initiative at the Quarterly Meeting during the Conference
for a term of 2 years with a right of reappointment for further terms.
Their tenure may otherwise be determined by resignation in writing
or by removal from office by the Initiative during the Quarterly
Meeting at the Conference by votes of not less than two thirds of those
present and entitled to vote.
3. All property of the Initiative shall
be deemed to be vested in the Board of Trustees, but the responsibility
for the administration therefore shall lie with the Core Group.
All contracts binding the Initiative shall be in writing and may
be entered into for and on behalf of the Board of Trustees by the
Core Group. The Coordinator and the Treasurer of the Initiative shall
be signatories to any such contract. The Secretary shall have the
custody of the seal which shall be used, subject to a power of veto
by a majority of the Trustees, only pursuant to a resolution of the
5. The Trustees shall meet as and when they deem it necessary
and shall adopt their own working procedures. 6. The Trustees shall
be entrusted with ensuring that the property of the Initiative
is being reasonably applied for the furtherance of the Initiative's
goals and objectives. To enable the Trustees to better perform their
functions, they are hereby empowered to receive all notices, attend
quarterly meetings but without power to vote.
Article VI : Finance
1. The financial period of the Initiative shall be 1st January in
any one year to 31st December the same year.
2. Each member of the
Initiative shall pay membership dues annually.
3. All cheques shall be signed by the Treasurer and at least one
other authorized member of the Core Group.
Article VII : Liability of Members
Individual members shall not be liable for contracts, debts or other
obligations incurred by the Initiative unless any such liability or
loss has been incurred through the unauthorized act of such member
or through willful negligence or fraud.
Article VIII : Amendment of Constitution
This Constitution may be amended at a Conference meeting by a two thirds
majority of recorded votes, provided that notice of the proposed amendment
shall have been sent at least three months in advance to the Secretary
who shall circulate it to each member at least one month before the
Article IX : Dissolution
1. The Initiative shall be dissolved if:
a. Notice of proposed dissolution of the Initiative is supported by the
signatures of two thirds of the total membership, haven been given to
the Council not less than one year before the date of a Conference and
a copy therefore has been circulated to the members not less than six
months before the said meeting;
b. At a Conference meeting at which at
least two third of the membership is represented and three quarters
of those present vote to dissolve the Initiative;
c. The resolution
is ratified by two thirds of the members. Immediately after the Conference
Meeting, each member shall be notified of the decision to dissolve.
Unless more than one third of the members formally oppose the decision
within eight months after notification, the vote to dissolve shall
2. In case of dissolution, individual members shall
have no right to the assets of the Initiative. Assets shall be dealt
with by the Board of Trustees in accordance with the Charitable Trusts
Act for purposes similar to those of the Initiative.
1. The Core Group shall meet at least four times a year. Four members
of the Core Group shall constitute a quorum. Any member of the Initiative
may attend Core Group meetings. The Core Group shall not be obliged
to notify members in writing of the time and place of such meetings
but from inquiry from any member of the Core Group shall advise the
time and place of such meetings.
2. The Coordinator or any Core Group
member may call a special meeting of the Core Group at any time
for consideration of any business.
3. The Core Group shall prepare
the Agenda for the Conference. This Agenda shall be forwarded to
the members at least one month before the Conference.
4. At least four months before the Conference meeting the Secretary shall
notify each member that nominations for the office of Coordinator must
be received two months before the date of the Conference meeting and
that such nominations are to be signed by the nominator and nominee.
The Secretary shall return to each member the list of nominees for
5. Every member of the Initiative shall be informed of the Conference
by a printed notice at least six months before the date of the Conference
along with an outline of the issues/topic(s) to be discussed.
members are eligible to attend the Conference. At each Conference
public meetings shall be arranged to which all interested persons may
7. The theme for the Conference shall be circulated by
the Core Group to each member not less than six months before the
8. The Core Group shall prepare the Agenda for the Conference.
This agenda shall be forwarded to the members at least six months
before the Conference. No further items shall be placed on the Agenda
after the commencement of the Conference except in such matters of
urgency as shall be approved by a majority of the Core Group or by
a two thirds majority of the Conference delegates present and entitled
9. All participants at the Conference shall pay a registration
fee of such amount as shall be determined from time to time by
the Core Group.
10. Publications, press releases and any use of the Initiative's name
shall be made only with the authorization of the Core Group.
AMMENDMENT OF BY-LAWS
11. Subject to Article V, clause a., no existing by-law shall be amended
or repealed at a meeting of the Core Group unless particulars of the
proposed amendment or repeal shall have been given in the notice calling
the meeting. Subject as aforesaid the Core Group may amend or repeal