CONSTITUTION OF THE MELANESIAN WOMEN TODAY ASSOCIATION INCORPORATION

PART 1        PRELIMINARY MATTERS

1        Interpretation

In these Rules, unless a contrary intention appears:

2        Name of the Association

The Association shall be called the Melanesian Women Today Association Incorporation

3        Objectives of the Association

The objectives of the Commission are:

(a)        to provide information for the purpose of educating women throughout the Melanesian Countries in the South Pacific via the association’s website and conferences; and applications for mobile phones.

(b)        To coordinate efforts aimed at improving women’s lives across the Melanesian Countries.

PART 2        MELANESIAN WOMEN ASSOCIATION INCORPORATION

4        Establishment of the Association

(1)        The Melanesian Women Association Incorporation is established.

(2)        The Association is:

(a)        a body corporate with perpetual succession; and

(b)        to have a common seal; and

(c)        capable of suing and being sued.

5        Composition of the Association

The Association consist of the following persons:

(a)        a Committee Executive Officer; and

(b)        a committee consisting of six members

        (c)        Open membership to citizens of Vanuatu

PART 3        MELANESIAN WOMEN ASSOCIATION INCORPORATION

6. Power of the Committee

Subject to the Act and these Rules and to any resolution passed by the Association in general meeting the committee:

1. Is to control and manage the affairs of the Association; and
2. May exercise all such functions as may be exercised by the Association, other than those functions that are required by this constitution to be exercised by the general meeting of members of the Association; and
3. Has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Association.

7. Composition and Membership of Committee

        a. The committee shall consist of the office bearers of the Association each of whom is to be elected at the annual general meeting of the Association under clause ##

        b. The office bearers of the Association are as follows:

                i. 6 Advisory Members

c. Each advisory member of the committee is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

        d. in the event of a casual vacancy occurring in the membership  of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed shall hold office, subject to the Rule, until the conclusion of the annual general meeting next following the appointment.

8. Election of Committee Members

        a. Nomination of candidate for election as committee members of the Association:

                i. Nominations for committee members shall be made verbally during the Annual General Meeting.

        b. The ballot for the election of committee members is to be conducted at the annual general meeting is such usual and proper manner as the committee may direct.

9. Casual Vacancies

        a. A casual vacancy in the office of a member of the committee occurs if the member:

                i. dies, or

                ii. Resigns  office by notice in writing given to the director; or

                iii. Becomes a mentally incapacitated person; or

                iv. is absent without the consent of the committee from 1 consecutive meetings.

                v. is convicted of an offence involving fraud or dishonesty.

10. Removal of Committee Members

        a. The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

11. Committee meetings and quorum

        a. The committee must meet at least  1 time in each period of 12 months at such place and time as the committee may determine.

        .b. Additional meetings of the committee may be convened by the director or by any member of the committee.

4. Oral or written notice of a meeting of the committee must be given by the director to each member of the committee at least 48 hours before the time appointed for the folding of the meeting.
5. Notice of a meeting given under subclause c must specifiy the genral nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present  at the meeting unanimously agree to treat as urgent business.
6. Any 5 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
7. No business is to be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand until the director chooses an appropriate date.

12. VOTING AND DECISIONS

1. Questions arising at a meeting of the committee are to be determined by a majority of the votes of members of the committee present at the meeting.

2. Each member present at a meeting of the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

3. Subject to clause 11.f, the committee may act despite any vacancy on the committee.

4. Any act or thing done or suffered, or purporting to have been done or suffered, by committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee.

PART 4 – GENERAL MEETINGS

13. ANNUAL GENERAL MEETINGS – HOLDING OF

1. The Association must hold its first annual general meeting within 18 months after its registration under the Act.

2. With the exception of the first annual general meeting of the Association, the Association must at least once in each calendar year and within the period of 12 months after the close of the Association’s financial year, convene an annual general meeting.

14. ANNUAL GENERAL MEETINGS – CALLING OF AND BUSINESS AT

1. The annual general meeting of the Association is, subject to the Act and to clause 13, to be convened on such date and at such place and time as the committee thinks fit.

2. In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

1. To confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;

2. To receive from the committee reports on the activities of the Association during the last preceding financial year;

3. To elect committee members of the Association;

4. To receive and consider any financial statement or report required to be submitted to members under the Act.

3. An annual general meeting must be specified as such in the notice convening it.

15. SPECIAL GENERAL MEETINGS – CALLING OF

1. The committee may, whenever it thinks fit, convene a special general meeting of the Association.
2. The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the Association.

3. A requisition of members for a special general meeting:

1. Must state the purpose or purposes of the meeting; and

2. Must be signed by the members making the requisition; and

3. Must be lodged with the directory; and

4. May consist of several documents in a similar form, each signed by one or more of the members making the requisition.

4. If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the director, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

5. A special general meeting convened by a member or members as referred to in subclause d must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

16. NOTICE

1. Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the director must, at least 14 days before the date fixed for the holding of the general meeting, give notice to members specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

2. If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association,  the director must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to members specifying, ir. Addition to the matter required under subclause a, the intention to propose the resolution as a special resolution.

3. No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under clause 25.b.

4. A member desiring to bring any business before a general meeting may give notice in writing of that business to the director who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

17. QUORUM FOR GENERAL MEETINGS.

1. No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

2. Five members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

3. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

1. If convened on the requisition of members, is to be dissolved; and

2. In any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

4. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting. The members present (being at least 3) are to constitute a quorum.

18. PRESIDING MEMBER

1. The director or, in the director’s absence, the vice – director, is to preside as chairperson at each general meeting of the Association.

2. If the director are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

19. ADJOURNMENT

1. The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

2. If a general meeting is adjourned for 14days or more, the director must give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

3. Except as provided in sub clauses a and b, notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

20. MAKING OF DECISIONS

1. A question arising at a general meeting of the Association is to be determined by either:

1. A show of hands; or

2. If on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot – a written ballot.

2. If the question is to be determined by a show of hands, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number proportion of the votes recorded in favor of or against that resolution.

3. If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

21. SPECIAL RESOLUTION

1. A resolution of the Association is a special resolution if it is passed by a majority which comprises not less than three-quarters of such members of the Association as, being entitled under these Rules so to do, vote in person or by proxy at a general meeting of which not less than 21 days written notice specifying the intention to propose the resolution as a special as a special resolution was given in accordance with these Rules.

22. VOTING

1. On any question arising at a general meeting of the Association a member has one vote only.

2. In the case of equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

23. PROXY VOTES

1. No proxy votes

PART 5 – MISCELLANEOUS

24. FUNDS – SOURCE

1. The funds of the Association are to be derived from donations and, subject to any resolution passed by the Association in general meeting, such other sources as the committee determines.

2. All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association’s bank or other authorized deposit taking institution account.

25. FUNDS – MANAGEMENT

1. Subject to any resolution passed by the Association in general meeting, the funds of the Association are to be used in pursuance of the objects of the Association in such manner as the committee determines.

2. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the Association, being members or employees authorized to do so by the committee.

26. ALTERATION OF OBJECTS AND RULES

1. The statement of objects and these Rules may be altered, rescinded or added to only by a special resolution of the Association.

27. CUSTODY OF BOOKS

1. Except as otherwise provided by this constitution, the director must keep in his or her custody or under his or her control all records, books and other documents relating to the Association.

28. INSPECTION OF BOOKS

1. The records, books and other documents of the Association shall be open for inspection, free of charge, by any member of the committee at any reasonable hour.

29. COMMON SEAL

1. The common seal of the Association shall include the name of the Association with the addition of the words “common seal” and shall be kept in the custody of the director.

2. The common seal shall not be affixed to any instrument except by the authority if the committee and the affixing of the common seal shall be attested by the signatures of either of 2 members of the committee or of a member of the committee and the Director or director.

30. SERVICE OF NOTICES

        a. For the purpose of these Rules, a notice may be served on or given to a person:

1. by delivering it to the person personally; or

2. By sending it electronically to the member

1. For the purpose of these Rules, a notice is taken, unless the contrary is proved, to have been given or served:

1. In the case of a notice given or served personally, on the date on which it is received by the addressee; or

2. In the case of a notice sent electronically, at the time at which the letter would have been delivered in the ordinary course of post.

31. FINANCIAL YEAR

      a. The financial year of the Association is:

1. The period of time commencing on the date of incorporation of the Association and ending on the 31st day of December; and

2. Each period of 12 months after the expiration of the previous financial year of the Association, commencing on 1 January and ending on the following 31 December.

32. DESSOLUTION

2. The Association may be dissolved by a resolution carried at a general meeting or a special general meeting of members.

3. The Association shall be dissolved if the number of member falls below the quorum or the school to which the Association is attached is closed.

33. DISPOSAL OF ASSETS ON DISSOLUTION OR CANCELATION

1. In the event of cancellation under section 10 of the Act or dissolution of the Association:

1. The assets and funds of the Association shall be used to pay all expenses and outstanding liabilities of the Association;

2. The assets and funds on hand after payment of all expenses and liabilities of the Association shall not be distributed to members; and

3. The minute books, accounts and other records, together with the residue of funds, shall be given to a charity or association with similar objects to the Association.