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FSP/VANUATU CONSTITUTION1I. GENERAL CONCEPTS

A. NameB. LocationC. Type of OrganisationD. Purpose

1. The mission of FSP/Vanuatu is to:2. The goals of FSP Vanuatu are to:

E. Distribution of Constitution and By-LawsF. DefinitionsG. Training of Members, Staff, Directors, Officers

II. MEMBERSHIPA. EligibilityB. Categories

1. Ordinary Individual2. Ordinary Institutional3. Honorary4. Associate members

C. Applying for new, changed, or renewed membershipD. Voting rights

1. Eligibility2. Conflict of interest

E. Terms of membership1. Duration, termination2. Fees3. Disciplinary procedures

F. Membership rights and privilegesIII.ORGANISATION

A. Functional OrganisationB. StaffingC. Relations with Other Organisations

IV. ADMINISTRATIONA. MembershipB. General MeetingsC. Board of Directors

1. Composition and Formation2. Manner of Acting

D. Officers of the OrganisationE. Other Persons Hired by the Board of DirectorsF. Amendments to the Constitution, Bylaws, and HandbookG. CommitteesH. Winding-up of FSP/Vanuatu

V. FINANCE & REPORTINGA. Financial yearB. ReportsC. ContractsD. LoansE. Capital, property, fundsF. Expenditure Limitations

VI. TRANSITIONAL PROVISIONSBYLAWS OF FSP/VANUATU

I. GENERAL CONCEPTSA. LocationB. Type of OrganisationC. PurposeD. Training

II. MEMBERSHIP

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A. Eligibility1B. CategoriesC. Applying for new, changed, or renewed membershipD. Voting rightsE. Terms of membershipF. Membership rights and privileges

III.ORGANISATIONA. Functional OrganisationB. Relations with Other Organisations

IV. ADMINISTRATIONA. MembershipB. MeetingsC. Board of Directors

Composition and FormationManner of Acting

ETC.

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FSP/VANUATU CONSTITUTION1

(Bylaws attached)2

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I. GENERAL CONCEPTS4

A. Name5

The name of this organisation shall be FSP/Vanuatu.6

B. Location7

FSP/Vanuatu’s registered address will be in Port Vila, Vanuatu, where it will maintain a mailing8address and such other addresses (e-mail, telephone, etc.) as the Board of Directors deems necessary.9Unless otherwise designated, all General Meetings shall be held in Port Vila, Vanuatu.10

C. Type of Organisation11

1. FSP/Vanuatu is a not-for-profit, voluntary membership organisation.12

2. Holding an office or directorship in FSP/Vanuatu is strictly on a voluntary basis. Except for13the Executive Director and his/her Deputy, no officer or Director shall, at any time, receive any14compensation of any form at the expense of the organisation, except that officers or directors may be15reimbursed for valid expenses incurred by them on behalf of the organisation. All claims for such16reimbursement must be recognised and approved by the Board of Directors and must be received by17the Executive Director within two months of the date when the expense was incurred.18

3. However, for positions specifically authorised by the Board of Directors, payment of wages19or salaries shall be allowed for core (non-project) staff.20

4. For the implementation of its programs and projects, FSP/Vanuatu shall employ certain staff21only for the duration of the project.22

D. Purpose23

The basic purpose of FSP/Vanuatu is to promote development by and for the people of Vanuatu.24This purpose shall be achieved by doing those things which implement our mission and goals.25

1. The mission of FSP/Vanuatu is to:26

a. Support and promote the sustainable social, economic, and environmental development of all27people of Vanuatu;28

b. Improve and promote the equal participation and fair treatment of all Vanuatu people, both29within FSP/Vanuatu and outside, while conserving the unique cultural identities of Vanuatu.30

c. Advance the capacities and self-reliance of Vanuatu’s communities, especially in rural areas, and31develop new ways of doing this.32

2. The goals of FSP Vanuatu are to:33

a. Develop programs and projects so that they also teach communities new skills in leadership,34planning, business, health, education, resource development, etc.35

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b. Develop human resources within communities and within FSP, through training, management1systems, etc.2

c. Develop and use sustainable processes for achieving the equitable contribution to and distribution3of the benefits of development.4

d. Co-operate with government and other NGOs for sustaining development initiatives and to share5human and material resources.6

e. Develop and strengthen FSP/Vanuatu as a locally-owned Vanuatu organisation within the FSP7international network.8

E. Distribution of Constitution and By-Laws9

One copy each of this Constitution and the current set of Bylaws will be distributed free of charge to10each individual member attending the Annual General Meeting. Copies may be made available to11other persons upon paying a fee set by the Board of Directors.12

F. Definitions13

The following terms used in this constitution and related Bylaws shall be construed according to the14meanings given.15

“AGM” The Annual General Meeting of FSP/Vanuatu.16

“core employees” or “core staff” The employees of FSP/Vanuatu who provide administrative17and managerial support.18

“development” An increase in (including an increase in the ability to choose between) the19mental, spirtiual, and physical resources that exist within or near us. An increase in20only one of the three elements is not development.21

“endorse” A Meeting may endorse an action at any time by the positive vote of the required22majority, or by not taking any action to disapprove of that action within 30 days of23their receiving notice of it.24

“Executive Director” The Chief Executive Officer of FSP/Vanuatu; s/he is also a member of the25Board of Directors and will serve as Secretary.26

“GM” Any General Meeting of FSP/Vanuatu, whether Annual or Special.27

“one month’s notice” When one month’s notice is required, this shall be construed as meaning not28less than 28 calendar days.29

“project” A project is any activity or group of activities designed to achieve one or more30immediate objectives and to contribute thereby to the furtherance of the objectives of31FSP/Vanuatu.32

“project staff” Persons who are employed by FSP/Vanuatu to work on, and who are paid from the33budget(s) of one or more projects.34

“ratify” An action will be ratified at a meeting unless that meeting votes to discontinue it or if35the meeting declines to vote on the action.36

“Registrar” The person appointed as Registrar by the Minister responsible for the Charitable37Organisations (Incorporation) Act.38

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“members” Persons eligible to join FSP/Vanuatu as per the requirements laid out in this1constitution who have been accepted at a General Meeting and paid their membership2dues.3

G. Training of Members, Staff, Directors, Officers4

1. Training is an important element in the development of people. Given this, the Directors,5officers, staff, and members of FSP/Vanuatu shall develop annual or longer programs for training6which develops their skills; such programs may include participation in courses, conferences, and7meetings within or outside Vanuatu, and may include longer term degree or certificate courses.8Once approved by the Executive Director (in the case of staff) or by the Board of Directors (in the9case of officers, Directors, and members) these programs shall become part of the organisation’s10work program, to be implemented as resources are obtained for them.11

2. Whenever FSP/Vanuatu supports or arranges for the support for a member, staff, officer or12Director to attend programs which have a duration longer than six months, such individual shall not13commence such program unless they agree to continue working with FSP/Vanuatu after the training14for a period of time equal to the duration of the training. An agreement will bemade between15FSP/Vanuatu and the individual before such training begins. Details of the agreement will be laid16out in the FSP/Vanuatu Handbook.17

3. Training for beneficiaries shall be considered in the design of each project or activity to be18undertaken by FSP/Vanuatu. Before any such training commences, FSP/Vanuatu may request such19beneficiaries to agree to continue working for the same organisation or community for a period of20time after their training.21

II. MEMBERSHIP22

A. Eligibility23

All residents of Vanuatu over the age of 18 and not under the sentence of any court, or institutions24which are registered Vanuatu organisations, and who wish to contribute to the purpose of25FSP/Vanuatu are eligible to become Ordinary members. There is no limit to the number of persons26who are allowed to subscribe as members of FSP/Vanuatu. Membership in FSP/Vanuatu is27voluntary: No one can be required, by reason of employment or otherwise, to become a member of28FSP/Vanuatu. All members must agree that they wish to contribute to the purpose of FSP/Vanuatu29and that they will uphold this constitution to the best of their abilities.30

B. Categories31

1. Ordinary Individual32

This category of members includes all individual persons subscribing to this constitution and its33purpose, including those who are staff of FSP or are development professionals, whether they pay34their membership fees annually or for a Lifetime.35

2. Ordinary Institutional36

This category of members includes organisations formed and registered under the laws of Vanuatu,37including communities which have formally registered themselves, and who sign an agreement with38FSP/Vanuatu which affirms their acceptance of the purpose and constitution of FSP/Vanuatu. In the39event of conflict between this constitution and an Ordinary Institutional member’s constitution, this40constitution shall take precedence.41

3. Honorary42

This category of members includes all individual persons, or organisations, whose valuable43contributions are recognised by FSP/Vanuatu through the conferring of honorary membership in44

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FSP/Vanuatu, and the signed acceptance thereof by the person or organisation so honored. Honorary1membership may be conferred on individuals or organisations not eligible for ordinary membership.2

4. Associate members3

This category of members includes all institutions and individuals not eligible for Ordinary4membership or not selected for Honorary membership, such as young people, non-resident5individuals, foreign-based organisations, and un-registered organisations and community groups6within Vanuatu, which wish to subscribe to the purpose and constitution of FSP/Vanuatu.7

C. Applying for new, changed, or renewed membership8

1. Each person or organisation wishing to become a member of FSP/Vanuatu shall apply in9writing to the Executive Director; the Board of Directors may provide a form for this purpose which10includes a statement affirming that the applicant will uphold the purpose and constitution of11FSP/Vanuatu. Institutional members must provide a minimum of three names and signatures of12officers within their organisations. Each application for Ordinary or Associate membership shall13include the payment of the relevant membership fee, if applicable.14

2. Once an application is accepted by the Executive Director, the membership is effective unless15it is not endorsed at the next Annual or Special General Meeting. If an application is not so16endorsed, the Executive Director shall advise the applicant of the decision and any reasons given.17

3. A person desiring to change their membership status (other than those selected for Honorary18membership) shall make an application in the above manner.19

4. Any person desiring to renew their membership within less than 12 months of their last paid20membership may do so upon payment of the fees unpaid as well as of the new fees. Any person21desiring to renew their membership more than 12 months after the last paid membership shall apply22as a new member.23

D. Voting rights24

1. Eligibility25

After the elapse of three full months following admission to membership, all Ordinary members26(individual or organisational) will be eligible to vote and to speak at General Meetings. Each27Ordinary member shall have only one vote. Honorary and Associate members do not have any rights28to vote, but they have the same rights to speak at General Meetings.29

2. Conflict of interest30

Any and all members with a conflict of interest in a matter involving FSP/Vanuatu, must within two31weeks of becoming aware of the conflict, declare the facts of the conflict to the Executive Director.32The Executive Director shall present the matter to the next General or Directors Meeting. Based33upon the information received, the Meeting will determine if the member will be allowed to vote on34matters related to the conflict. Conflict of interest is defined in the bylaws.35

E. Terms of membership36

1. Duration, termination37

a. All memberships except lifetime memberships will be for a term of one year, and can be re-38newed annually upon payment, if applicable, of the successive fee.39

b. Membership may also be terminated through resignation or expulsion. Any member may40resign by writing to the Executive Director and advising her/him of their resignation. Acceptance of41resignations shall be the prerogative of the Board of Directors, and cannot be given until all42

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outstanding accounts between the member and the organisation are settled. Members may be1expelled by the action of any General Meeting upon the advice of the Board of Directors; in such an2event, the General Meeting may waive any amounts due by the expelled member.3

2. Fees4

Membership fees, which are not refundable, shall be payable based on the schedule set in the5Bylaws. Membership fees for other than lifetime members can be paid at any time, but they become6due on 1 January and can be paid until the beginning of the AGM without penalty. If a member’s7fees are not paid by that time, the member will not be allowed to vote at any General (or Board of8Directors, if appropriate) Meeting until the amount due has been paid, and s/he may be fined in9addition. Membership fees shall be placed into a special account; disbursements from that account10shall be for the purposes directed by the AGM.11

3. Disciplinary procedures12

The suspension or expulsion of members is possible if:13a. A member acts in a way that is contrary to this constitution, or is convicted of a criminal14

offense and sentenced to more than six months imprisonment or fined more than 10,000 vatu,15or acts in a way (or ways) perceived by the Board of Directors as could be harmful to FSP;16and17

b. The member is informed of the proposed suspension at least 15 days before, and is given a18chance to address, a Board of Directors meeting before any vote will be taken on the19suspension.20

A member shall be suspended if two-thirds of the Board of Directors present at a meeting in which a21quorum is present vote in favour of the suspension. The next AGM will decide by a simple majority22as to whether to terminate the suspension or to continue the suspension (and if so, for how long) or to23expel the member.24

F. Membership rights and privileges25

1. Ordinary members shall have the right to vote for the membership of the Board of Directors26or of any measures brought up before the membership. Ordinary members may stand for, and be27elected to, the Board of Directors or any Committee.28

2. All members are expected to participate in General Meetings, to assist in recruiting new29members, and to recommend or do such things as will strengthen the self-reliance of FSP/Vanuatu.30All members shall be entitled to a copy of the Annual Reports and audited Annual Financial31Statements for each year in which they are a member. In addition, members shall, upon request, be32issued with a copy of any newsletter published by FSP/Vanuatu.33

3. All members shall have the right to attend any General Meeting and participate in the34debates and discussions therein. All members shall be responsible for the costs associated with their35attending a General Meeting, except that the Board of Directors may authorise the reimbursement of36such associated travel costs for up to four members whom they invite by name to a meeting. Any37member may be appointed to a Committee which has part or all of its membership appointed.38

4. Other rights, privileges, and responsibilities may be added from time to time in the By-Laws.39Any member will be eligible to receive advice and information as well as any of the services of40FSP/Vanuatu, however these are not rights, and authority for them must be specifically given.41

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III. ORGANISATION1

A. Functional Organisation2

1. The Ordinary members of FSP/Vanuatu, assembled in a General Meeting, constitute the3organisation. General Meetings shall include Annual General Meetings and Special General4Meetings. The Annual General Meeting shall be the highest policy-making body of the organisation5and shall exercise such powers as are stated in the Laws of Vanuatu, this Constitution, and its6Bylaws. A General Meeting shall have the following exclusive powers which cannot be delegated:7

• To terminate or suspend the membership of any member for cause, either from8FSP/Vanuatu or from its Board or any Committee;9

• To accept new members and approve Honorary members10• To approve changes to this Constitution, including changes to FSP/Vanuatu’s mission and11

goals or to the location of FSP/Vanuatu’s office(s), and ratify changes to its Bylaws;12• To approve Annual Reports and Annual Audits;13• To consider matters put before it by the members and Directors;14• To approve development plans for the organisation; and,15• To monitor the performance of the organisation, its Boards and Committees, etc., and to16

make recommendations thereon to the Board of Directors.17

2. In addition to the powers of a General Meeting, each AGM shall elect the Chairperson and18members of the Board of Directors, including the Chairperson of FSP/Vanuatu, and shall appoint an19auditor based on the recommendations of the Board of Directors. The Chairperson chairs both20General Meetings and Directors’ Meetings. The Secretary of the Board of Directors is the Executive21Director of FSP/Vanuatu. The Board of Directors elects the Vice Chairperson and such other22officers as may be authorised.23

3. The Board of Directors shall hire the Executive Director, Deputy Executive Director, and the24Administration Manager. All other core employees will be hired by the Executive Director in25consultation with the other members of the Management Advisory Committee (MAC).26

4. The work of FSP/Vanuatu shall be carried out through projects operated by the employees27and/or by Committees. Each project should have a Project Advisory Committee (PAC) composed of28the project manager and representatives of that project’s beneficiaries, donor(s), the MAC (not from29the same project), and the Board of Directors. All project staff will be hired by the Executive30Director in consultation with the MAC and the relevant PAC.31

5. Other Committees may be established by the Board of Directors to do such work, or to32accomplish such purpose or purposes, which contributes to the mission and objectives of33FSP/Vanuatu.34

B. Staffing35

Staff shall only be employed for positions which have been authorised. For core staff, authorisation36for a position shall be given by the Board of Directors; for project staff, authorisation for a position37shall be given by the Executive Director with input from the relevant PAC or another Committee.38

C. Relations with Other Organisations39

1. FSP/Vanuatu shall participate with such other organisations within Vanuatu or without as40will help achieve its purpose. This participation may include joining as a non-voting or voting41membership in another not-for-profit organisation or association.42

2. Persons to be representatives or delegates of FSP/Vanuatu at other organisations or43activities shall be from FSP/Vanuatu’s membership and shall be appointed or endorsed by the Board44of Directors. Persons participating as individuals from FSP, but not representing the views of FSP,45shall be appointed as provided for in the Bylaws.46

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IV. ADMINISTRATION1

A. Membership2

1. All Members of FSP/Vanuatu shall be listed in a Register of Members which shows their3name, their current postal address, their current membership category, the dates for which their4membership fees have been paid, and any remarks, etc., that the Board of Directors authorises. The5Executive Director shall keep the Register of Members, and shall update it within two weeks of6her/his issuing a receipt for membership fees paid in respect of, or receiving information from, a7member.8

2. The Register of Members shall indicate those Members who are in good standing. Members9in good standing are those who have not been suspended, and whose membership fees are paid up to10date.11

B. General Meetings12

1. The quorum for any General Meeting shall be based on the number of Ordinary Members in13good standing according to the schedule which follows.14

If the Number of OrdinaryMembers in Good Standing Is

Then the Quorum for Conducting Business at aGeneral Meeting Shall Be

Between 1 and 50 A simple majority of members residing on Efate51 and over 26 members, or more than 25% of the members

residing on Efate, whichever is larger

NOTE: This schedule presents both residency and a decreasing percentage requirements for a15quorum, a presentation which reflects the difficulty of bringing together more than half of16increasingly larger and more dispersed memberships. It begins with a simple majority for up to 5017members living on Efate and decreases in steps to more than 25% of those members; this latter level18will be reached when there are more than 100 members.19

2. An Annual General Meeting of all members in good standing shall be held once each year on20the date fixed in the Bylaws, or within 6 months of the end of the financial year, whichever is earlier.21The agenda for an AGM shall be as follows:22

a. Verification of minutes from last meeting23b. Outstanding business from previous meetings24c. Audit report for the preceding year25d. Executive Director’s report for the preceding year26e. Other business27

3. ‘Other business’ to be considered at any General Meeting shall be submitted in writing to the28Executive Director by the Board of Directors, or five or more Ordinary members, at least six weeks29prior to the meeting. When such ‘other business’ involves proposed changes in this Constitution or30its Bylaws, the cost of the inclusion in the agenda of any proposed amendment greater than one31typewritten A4 page in length shall be borne by the members or Directors submitting them.32However, during an Annual General Meeting, any member, if seconded by at least three other33members, may request the addition of other business to the agenda, and, provided a quorum is34present and a majority of those present concur, such other business shall be considered.35

4. Notice of Meetings shall be sent by the Executive Director to all members one month before36the meeting. Such notice shall include the date, time and place of the Meeting as well as the agenda,37minutes of the previous General Meeting, reports received on matters to be considered under the38agenda, and such other business and related reports as has been received by the Executive Director39within the time allowed. Additional notice may be sent to members through public announcements.40

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5. A Special General Meeting may be called at any time upon the request of a simple majority of1the Board of Directors or upon the written request of ten or thirty percent, whichever is greater, of2the Ordinary members to the Executive Director. The agenda for a Special General Meeting shall be3limited to the business specified in the request. The requirements for notice of a Special General4Meeting shall be the same as for an Annual General Meeting: six weeks prior notice to the5Executive Director, one month’s notice from the Executive Director to the members, etc.6

6. Minutes of all General Meetings will be taken and kept by the Executive Director, who may7be assisted in this task. Minutes will be made available to any FSP/Vanuaut member upon request.8

7. Voting at General Meetings shall, provided a quorum is present, be upon simple majority9except for votes concerning changes to this Constitution, in which case a two-thirds majority shall be10required. Members may authorise any other member to speak on their behalf, but such proxies shall11not entitle any member to more than their own presence when determining if a quorum of members12is present.13

8. Proxies may be authorised by written notice to vote on another’s behalf but shall be entitled14to no more than one proxy vote in addition to his or her own vote. If a proxy is representing an15institutional member, authorisation for proxy voting must be given in writing a minimum of two16weeks ahead of time and include three signatures, two of which match with signatures on the original17registration application.18

9. A simple majority of voting members, whether a quorum is present or not can adjourn a19meeting to another time and place provided no business takes place, unless a quorum of voting20members is present. The Executive Director shall call another meeting within 2 weeks of the21adjourned meeting.22

C. Board of Directors23

1. Composition and Formation24

a. The Board of Directors shall be composed of not more than ten members serving for terms of25two years. The Chairperson of FSP/Vanuatu shall be one of the ten members of the Board of26Directors. The Executive Director shall be a non-voting member, and shall not be counted as one of27the ten members unless the Executive Director is also the representative of one of the members listed28in the following schedule. All members of the Board of Directors shall be elected at an Annual29General Meeting except for the members listed in the following schedule:30

Member How ChosenFor National PlanningOffice

Revocable letter of appointment from Director, NPO

For FSP/Vanuatu staff By MAC from its two staff membersFor FSP/USA By revocable letter of appointment from the Chairman of

FSP/USA (see Note below)NOTE: FSP/USA shall have a voting membership on the Board of Directors until all FSP/USA31

grants and assets assigned to their Vanuatu Office have been transferred to32FSP/Vanuatu or otherwise disposed of, or until 31 December, 2002, whichever is33earlier. After that time, FSP/USA may be invited by a General Meeting to continue as34an Honorary Associate Member of FSP/Vanuatu.35

b. The Board of Directors shall have the power to exercise all powers and responsibilities of the36organisation as are not reserved under this Constitution and its Bylaws to a General Meeting, the37Executive Director, or to a Committee.38

c. The officers of the Board of Directors shall be the Chairperson, Vice-Chairperson, and the39Treasurer as well as the Executive Director. The Board of Directors may establish other offices,40which shall continue only upon the concurrence of the next Annual General Meeting.41

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d. Except as provided in the next section, any Ordinary member of FSP/Vanuatu in good1standing is eligible to be an officer or member of the Board of Directors. Qualified Ordinary2members who are also employees of FSP/Vanuatu shall not be eligible to be members of the Board3of Directors, except as provided for in paragraph a, above. In the event that a representative of an4Ordinary Institutional member nominated for election to the Board of Directors, such nomination5shall be considered as being for the individual concerned, not for the Institution s/he represents; in6the event said individual is removed as representative of their institution, their position of the Board7of Directors shall be considered vacant, unless within 30 days the individual concerned presents8evidence to the Board that s/he is an Ordinary Member of FSP/Vanuatu. Defeat in an election for9membership of the Board of Directors shall not disqualify a member from being a candidate in the10next election.11

e. Persons listed in schedule 1, paragraph a. are not eligible to hold office on the Board of12Directors. Any other Ordinary member of FSP/Vanuatu in good standing is eligible to hold office on13the Board of Directors.14

f. Persons with a conflict of interest may not be elected to be an officer or Director. A conflict15of interest shall arise if a person is found to be serving on more than five other Boards of Directors,16or if their service as a Director might directly or indirectly result in a income or benefit to17themselves, their immediate family, or to a company which they or their immediate family own. In18the event that a conflict of interest arises or is discovered after a person has been elected to the19Board, the Board shall determine the response thereto. A conflict of interest shall include having20served in a political position in government within two years of the beginning of their term on the21Board.22

g. Nominations for election to the Board of Directors shall be made in writing by any two23Ordinary members to the Executive Director within six weeks of an Annual General Meeting.24However, during an AGM an Ordinary member may nominate another candidate, and if three other25Ordinary members second that nomination, it shall be a valid nomination.26

h. Elections at AGMs for members of the Board of Directors, provided a quorum is present,27shall be by secret ballot and by simple majority. Elections shall be held on a staggered basis, with28half elected at each AGM, in order to provide some leadership continuity. Therefore, of those29Directors to be elected at the first AGM after the adoption of this Constitution, one-half shall be30elected for a two year term and one-half for a one year term.31

i. Persons shall be eligible to be re-elected to the Board of Directors at the completion of a32term, except that no person shall be eligible for re-election to the Board of Directors who has already33served on the Board for a total of six years. A board member can be an office holder for not more34than four consecutive years.35

j. Any vacancy occurring in the membership of the Board of Directors shall be filled by a36simple majority vote of a meeting of the Board provided there is a quorum present. A Director37elected by the Board of Directors to fill a vacancy during the second year of a term shall serve until38the next Annual General Meeting. A Director elected by the Board of Directors to fill a vacancy39during the first year of a term shall be eligible to stand for election at the next AGM for the40remaining year of the term. The Board of Directors shall have and may exercise all of its powers41notwithstanding the existence of one or more vacancies in its number, provided however, that no42less than five members will be needed to form a quorum.43

k. Every new member of the Board of Directors shall be provided an orientation by the44Executive Director and Chairperson. Such orientation will include, but not be limited to, this45Constitution and its Bylaws.46

2. Manner of Acting47

a. The Board of Directors shall have the responsibility and authority for overseeing the general48management and control of all property and affairs of the organisation and shall exercise all the49

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powers of the organisation as are conferred upon it by the Laws of Vanuatu, this Constitution and its1Bylaws. Specifically, the Board shall:2

• follow and uphold the constitution;3• ensure that adequate financial control systems are in place and functioning;4• select, for appointment by the AGM, an internationally accredited outside auditing firm to5

audit the accounts (the Audit Committee shall provide a list of firms and a recommendation6for one of them);7

• review financial reports provided by the Administration Manager;8• review annual audit reports and recommend to the AGM that they be approved or not;9• approve the establishment, salary range and descriptions of all core staff positions;10• hire and fire the Executive Director and Deputy Executive Director;11• review the hiring and firing of other FSP/Vanuatu core or project staff;12• approve FSP handbook, project standards, and operational policies;13• participate in the development of, and approve, strategic plans for FSP/Vanuatu;14• endorse new project proposals and set guidelines for new or continuing projects;15• review, and submit to the AGM, the FSP/Vanuatu Annual Report;16• approve any and all contracts over 20,000,000 Vatu;17• initiate fundraising activities;18• propose changes to this Constitution;19• make or change the Bylaws of this Constitution;20• approve changes in the Handbook;21• establish Committees and consider the reports of Committees;22• monitor and review the implementation of projects, activities, and budgets;23• ensure that FSP/Vanuatu’s project standards are met;24• suspend any member until the AGM can make a decision on the member;25• set guidelines for the Executive Director to follow in recording new members; and,26• accept members’ resignations.27

b. The AGM elects the Chairperson and the Board shall elect the rest of its officers or28Committee Head. Any Committees of the Board shall consist of two or more of the Directors; the29actions of such Committees shall not relieve the entire Board of Directors or any Director of any30responsibility imposed by Law or this Constitution.31

c. The Board of Directors shall meet at least once in each calendar quarter. The Executive32Director shall, in consultation with the Chairperson, call the Directors to meetings at least two weeks33in advance of a meeting. Each call for a meeting shall include the date, time and venue of the34meeting, the minutes of the last meeting, any reports received related to those minutes, and any35resolutions to be discussed at the meeting. A quorum of Directors may call an emergency meeting36on urgent matters with at least 48 hours notice; the Executive Director shall, in such circumstances,37use the fastest means of communications to relay to all Directors the purpose and venue, date, and38time of the emergency meeting. Unless the board decides otherwise, any member of FSP/Vanuatu39may attend any Board meeting as an observer.40

d. Unless otherwise provided, decisions of the Board of Directors shall be taken by a simple41majority at a meeting where a quorum of 5 or a simple majority of the members, whichever is the42greater number, are present. In the event of a tie, the Chairperson shall give a casting vote. Each43Director shall have only one vote; a proxy vote cannot be given by one Director to another Director.44

e. Any action required to be taken at any meeting of the Board of Directors, or any Committee45of the Board, may be taken without a meeting, provided that prior to such action a written consent46thereto is signed by all members of the Board or of such Committee, as the case may be, and such47written consent is filed with the minutes of procedings of the Board or Committee; any such written48consent shall remain effective only until the next AGM or until a vacancy is filled, whichever occurs49first. In addition, action may be taken by the Board of Directors or any Committee of the Board by50conference telephone call, or other electronic means of group communication, provided that each51member of the Board or Committee, as the case may be, has been given the normal notice.52

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f. Any Director may be removed from that position by the vote of two-thirds of the Directors1present in a meeting at which a quorum is present whenever in their judgment the best interests of2FSP/Vanuatu will be served thereby. Reasons for such a judgment may be provided for in the3Bylaws.4

g. Each Director may have access to any and all records of the organisation unless a two-thirds5majority of the Board of Directors, when a quorum is present, decide otherwise. If the Board of6Directors decides to limit the access of one or more Directors, any such limitation shall be effective7only until the next AGM.8

h. Any Officer, Director, or Committee member of the organisation who willfully and knowingly9votes for or assents to unlawful acts, or who are found guilty under law of gross negligence or bad10faith in directing the affairs of the organisation shall be liable jointly and severally to FSP/Vanuatu11for all damages and profits resulting therefrom to the organisation and other persons regardless of12any other liabilities that they might have for the same acts.13

i. A Director, Officer or employee of the organisation who makes personal use of or releases14confidential information concerning a transaction, research, project idea, or project proposal15belonging to FSP/Vanuatu shall, in addition to any other penalties be liable to the organisation for16any direct benefit or advantage received or to be received by him/her, and any loss suffered by the17organisation or another, as a result of the use or release of that information.18

D. Officers of the Organisation19

1. The Chairperson shall be the presiding officer at all General Meetings and meetings of the20Board of Directors. In addition, the Chairperson shall:21

• monitor the operations of FSP/Vanuatu by receiving reports from and holding discussions with22the Executive Director and from discussions with such other staff as the Chairman may23determine;24

• represent FSP/Vanuatu to groups external to it, such as representing FSP/Vanuatu on the FSP25International Board of Directors;26

• decide, in consultation with the Board and the Executive Director, on the date, venue and27location of Boards of Director’s meetings and of General Meetings;28

• vote only in the event of a tie at General Meetings and Directors’ Meetings; and,29• appoint the chairpersons of any Committee other than a Committee of the Board, a PAC, or30

the MAC.31

2. The Vice Chairperson shall chair General or Directors’ Meeting whenever the Chairperson32is absent. In addition, the Vice chairperson shall:33

• assist the Chairperson in his/her duties;34• assume the Chairperson’s duties in his/her absence or inability to perform his/her duties; and35• perform any assignments given by the Chairperson.36

3. The Treasurer shall be responsible for all funds and securities of the organisation, shall37countersign cheques, and shall provide guidelines and instructions for the Executive Director and38Administration Manager concerning the care and management of the organisations funds and39securities. The Treasurer shall also Chair the Audit Committee.40

4. The Executive Director shall attend and serve as secretary for all General and Directors’41Meetings, and shall serve as Chief Executive Officer of the organisation. In addition, the Executive42Director shall:43

• subject to the direction of the Board of Directors, generally supervise and control all of the44business and affairs of the organisation and perform all duties incident to the office of the45Chief Executive Officer;46

• keep the minutes of General and Directors’ Meetings;47

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• ensure notices of AGM and Board of Directors meetings are sent to all concerned in1accordance with the Constitution and Bylaws;2

• ensure that a register of membership is maintained and kept up to date at all times;3• be custodian of FSP/Vanuatu’s records and the seal of the organisation (if any);4• ensure that all documents executed on behalf of the organisation are properly authorised and5

affix the organisation’s seal (if any) on all such documents;6• receive and submit membership applications to the Board of Directors and ensure membership7

approval is communicated to new members promptly;8• pass upon and approve all expenses and invoices and countersign cheques;9• be a member of the MAC; and,10• any other duties assigned from time to time by the Board of Directors.11

E. Other Persons Hired by the Board of Directors12

1. The Deputy Executive Director shall act as Secretary at General and Directors’ Meetings in13the absence of the Executive Director, and shall serve as Deputy Chief Executive Officer of the14organisation. In addition the Deputy Executive Director shall:15

• assist the Executive Director in his/her duties;16• assume the Executive Director’s duties in his/her absence or inability to perform his/her17

duties;18• be a member of the MAC; and,19• any other duties assigned from time to time by the Executive Director or the Board of20

Directors.21

2. The Administration Manager shall report to the Executive Director and be a member of the22MAC. In addition, the Administration Manager shall, subject to the guidance and instructions of the23Treasurer and Executive Director:24

• have charge and custody of all funds and securities of the organisation;25• give and receive receipts for moneys due and payable to the organisation from any source;26• deposit all moneys of the organisation in such banks or other depositories as shall be selected27

by the Board of Directors;28• pass upon and approve all expenses and invoices and countersign cheques with the Treasurer,29

or Executive Director; and30• in general perform all duties incident to the preceding and such other duties consonant with31

the position as may be assigned by the Executive Director.32

F. Amendments to the Constitution, Bylaws, and Handbook33

1. Amendments to this Constitution may by made by the affirmative vote of two-thirds of the34members in a General Meeting at which a quorum is present. Notice of proposals to amend this35Constitution shall be submitted to the Executive Director as required under Section B of this Article.36

2. The Board of Directors, at a meeting at which a quorum is present, may make or amend the37Bylaws by a two-thirds majority vote, provided that a particular Bylaw may permit a smaller38majority, but only for that particular Bylaw. New or newly amended Bylaws shall be effective until39the next AGM ratifies them. Notice of proposals to amend the Bylaws shall be submitted to the40Executive Director as required under Section C of this Article.41

3. Amendments to the Handbook may be made by a simple majority of the Board of Directors42at a meeting at which a quorum is present. Such amendments shall not be effective until the next43General Meeting endorses or rejects them. Notice of proposals to amend the Handbook shall be44submitted to the Board by the MAC.45

4. In the event of a conflict between the Constitution, the Bylaws, and/or the Handbook, the46Constitution shall be paramount, followed by the Bylaws; the Handbook shall never supercede either47the Bylaws or the Constitution.48

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G. Committees1

1. An Audit Committee shall be appointed at the first Board of Directors meeting after the2AGM. The Audit Committee shall be composed of three members of FSP/Vanuatu, one of whom3shall be the Treasurer, who shall be the Chairperson. The Audit Committee shall solicit and review4bids from at least three internationally accredited auditing firms for the annual audit of5FSP/Vanuatu’s books and accounts. From this review, the Audit Committee shall recommend to the6AGM the appointment of one firm. The Audit Committee shall also serve as a ‘Board of Survey and7make the final determination on the serviceability of items of FSP/Vanuatu’s property with a8purchase value greater than 50,000 vatu.9

2. The Management Advisory Committee (MAC) shall be composed of all project managers, the10Administration Manager, the Deputy Executive Director, the Executive Director, who shall Chair the11MAC, and two staff representatives chosen by all staff members, both project and core. The MAC’s12role is to provide advice and recommendations to the Executive Director and the Board of Directors,13and to project managers, on the management of FSP/Vanuatu and on coordinating activities and14resources between projects and with other organisations or individuals.15

3. Project Advisory Committees (PACs) should be established by the MAC for each project of16FSP/Vanuatu. The establishment of a PAC shall be endorsed by the Board of Directors. The17members of a PAC shall include the manager of the project concerned and representatives of that18project’s beneficiaries, donor(s), the MAC (not from the same project), and the Board of Directors.19The members of a PAC will elect one of their number to be Chairperson. A PAC’s role is to provide20advice and recommendations to the project manager, the MAC and the Executive Director on the21staffing, design, management, implementation, monitoring, or evaluation of the project for which it22was formed.23

4. The Board of Directors may establish other Committees (not Committees of the Board), as24provided for in this Constitution, and the Chairperson shall appoint the heads of those Committees.25The composition of any Committee so established shall be as determined by the Board of Directors,26but shall include at least one Ordinary member of FSP/Vanuatu. The establishment of all27Committees shall be effective on the date specified by the Board and shall remain effective until the28next AGM, at which time the membership shall vote whether or not to continue the Committee. Any29Committee so created shall make such reports and recommendations to the Board as appropriate to30its terms of reference.31

H. Winding-up of FSP/Vanuatu32

1. The dissolution of FSP/Vanuatu may be authorised by a simple majority vote of the Board of33Directors, and by a resolution duly adopted by the affirmative vote of at least two-thirds of the34Ordinary members in good standing at a General Meeting at which a quorum is present, and which35notice has been given to members as required by this Constitution. The dissolution may also be36ordered under the Laws of Vanuatu.37

2. FSP/Vanuatu will continue as a body corporate for three years after a vote to dissolve the38organisation for the purpose of prosecuting and defending suits by or against it and enabling it to39settle and close its affairs, to dispose of and convey its property and to distribute its assets, but not40for the continuing the purpose for which it was established. At then end of the three year period, the41Board of Directors shall return the original Certificate of Incorporation to the Registrar for42cancelling.43

3. The dissolution of FSP/Vanuatu shall be effected by the Board of Directors or such other44Committee as the General Meeting may create. The Board of Directors (or Committee, as the case45may be) shall fix a date on or before which all creditors must register their claims against the46organisation; such date shall be not less than 45 nor more than 180 days after the General Meeting47approving the dissolution. At least four weeks before such date, an announcement shall be published48at least once a week in two or more newspapers of general circulation, and may be published in one49

14

or more broadcast media, to advise potential creditors of the date and of the winding-up of the1organisation.2

4. Upon dissolution, the disposal of assets, including cash, property, documents, and goodwill,3shall be determined by the Board of Directors (or Committee as the case may be) according to the4following schedule of priorities:5

• Payment of all legitimate debts brought to the attention of the organisation within the time6specified; then7

• Donation to one or more charitable or educational organisation whose activities are similar to8those of FSP/Vanuatu, and which agree not to distribute any of the funds or items received to9its members, owners or staff; then10

• Donation to the national archives; then11• Destruction and disposal of documents not legally required to be kept; then12• Disposal of items which have been determined to be no longer serviceable.13

Items disposed pursuant to the dissolution of FSP/Vanuatu shall not be given, donated, or provided14to any staff, Director, or member of FSP/Vanuatu.15

V. FINANCE & REPORTING16

A. Financial year17

The financial or fiscal year of the organisation shall be from 1 October of one year to 30 September18of the following year.19

B. Reports20

1. Not more than 15 days after the end of each calendar month, the Administrative Manager21shall submit a report on the organisation’s finances and accounts to the Executive Director. The22Executive Director may consult with the MAC and one or more PACs on the status and implications23of any one or more parts of this Monthly Financial Report. The Executive Director shall provide a24copy of the Monthly Financial Report to the Chairperson not more than one week after the25Administration Manager has submitted it.26

2. Not more than 15 days after the end of each calendar quarter, the Administrative Manager27shall submit a report on the organisation’s finances and accounts to the Executive Director and to28the Board of Directors.29

3. The Auditor appointed by the AGM shall submit to the Board of Directors a final report of30their findings not more than three months after the end of the financial year being audited. The31Board of Directors shall submit the Auditor’s Report to the AGM for acceptance; the Board of32Directors may make a statement concerning all or any part of the Audit Report at the beginning of33the Report.34

4. Not more than 15 days after the end of each calendar quarter, the Executive Director shall35submit to the Board of Directors a report on the organisation’s activities during that quarter.36

5. Not more than three months after the end of the financial year, the Executive Director shall37submit to the Board of Directors a report on the organisation’s activities during that year. The38Board may order the Executive Secreatry to make such corrections or additions to that report as it39sees fit, and these corrections or addition shall be accomplished in sufficient time to meet the notice40requirements for the Annual General Meeting. The Annual General Meeting shall review the Report41and accept or amend it during the AGM.42

6. Not more than 30 days after the AGM has accepted the Audit Report and the Activity Report43for the year, the Executive Director shall deposit a copy of each with the Registrar.44

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C. Contracts1

1. The Board of Directors may authorise any officer of the Board to enter into any contract or2to execute and deliver any instrument in the name and on behalf of FSP/Vanuatu, and such authority3may be general or confined to specific instruments, and such authority shall be non-transferrable and4shall not be effective past the next AGM or once their employment is terminated, whichever is5sooner.6

2. The Board of Directors may make such agreements as it deems necessary, and as are in7accordance with this Constitution and its Bylaws, regarding the transfer of property in Vanuatu8which belongs to FSP/USA.9

D. Loans10

1. No loans shall be made to any Director, member, or staff, or grouping thereof, except for11staff salary advances. Staff salary advances shall be managed according to the provisions of the12Bylaws.13

2. All loans to FSP/Vanuatu, from whatever source, shall be approved by the Board of14Directors. The organisation shall not guarantee any loans unless provided for in the Constitution or15in a project agreement with a donor which provides grant funding for the costs of the guarantee.16

E. Capital, property, funds17

1. The capital for the organisation shall come from members fees, from donations (including18legacies), from general grants, from grants for specific projects, from loans and borrowings, from19interest on deposits, from subsidies, and from such other assistance as may be provided by a local or20foreign institution or individual. No shares in the organisation shall be issued to members.21

2. All funds, property and records acquired under a project agreement with one or more parties22shall be used as specified under the agreement. Where an agreement is silent on the disposition of23those items after the end of the agreement, FSP/Vanuatu shall dispose of them according to the24following priorities:25

• Transfer to another FSP/Vanuatu project; then26• Transfer to FSP/Vanuatu itself; then27• Donation to one or more communities involved in activities funded under the agreement; then28• Donation to one or more charitable or educational organisation whose activities are similar to29

those of the agreement under which the item(s) were acquired, and which agree not to30distribute any of the items received to its members, owners or staff; then31

• Donation to the national government; then32• Destruction and disposal of documents not legally required to be kept; then33• Disposal of items which have been determined to be no longer serviceable.34

3. All funds, property and records belonging to FSP/Vanuatu itself shall be disposed of as35above, except that instead of “transfer to FSP/Vanuatu itself”, insert “Sell by public auction and36deposit the proceeds into a property depreciation or replacement account”.37

4. Items with a purchase value in excess of 50,000 vatu and believed to be no longer serviceable38shall be surveyed by the Audit Committee. When the Audit Committee agrees that an item is no39longer serviceable, the item shall be disposed of by public auction or by delivery to a person or40organisation authorised to collect and transport rubbish to a public rubbish tip.41

5. No portion of the income, assets or property of the organisation shall be paid or transferred,42at any time, either directly or indirectly as loans, dividends, bonus or profit to any member, Director,43or staff, of FSP/Vanuatu, except that as AGM may approve.44

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6. The Board of Directors shall be legally liable for all capital, property and funds belonging to1the organisation or being held by the organisation in trust or under contract. Their individual2liability shall be limited to the amount of the lifetime membership fee.3

F. Expenditure Limitations4

Any single expenditure exceeding, or several closely-related expenditures totaling more than,51,000,000 vatu must be approved by the Board of Directors. The Board of Directors may make6Bylaws regarding authorisations of other amounts.7

VI. TRANSITIONAL PROVISIONS8

A. All founding members shall form the Incorporating Committee for the purposes of Section92(1) of the Charitable Associations (Incorporation) Act. The Board of Directors of the Incorporating10Committee shall continue until the first AGM. All founding members and any paid-up new11members shall be counted as members in good standing when determining a quorum for any General12Meeting during the interim.13

B. Incorporating Committee members need not pay any dues during the first year, nevertheless14they shall retain full voting rights. The names of these founding members shall be separately15recorded and filed with the minutes of the Board of Directors and with the minutes of the General16Meetings.17

C. The FSP/USA Country Director and Assistant Country Director for Vanuatu shall serve as18Executive Director and Deputy Executive Director, respectively, and other core staff of FSP/USA in19Vanuatu shall serve in their positions until the first AGM has adjourned, and the new Board of20Directors has contracted an Executive Director and Deputy Executive Director and other core staff.21Until that time, if FSP/USA shall appoint their Country Director for Vanuatu to be the FSP/USA22representative to the Board of Directors, then that person may vote at Directors’ Meetings.23

17

BYLAWS OF FSP/VANUATU1

These are still mostly thoughts and notes.2Additional insights are needed.3

I. GENERAL CONCEPTS4

A. Location5

FSP/Vanuatu’s mailing address is P.O. Box 951, Port Vila, Vanuatu. This PO Box has been rented6by FSP/USA, and the shared or transferred rental thereof may be subject to an agreement between7FSP/Vanuatu and FSP/USA.8

B. Type of Organisation9

Claims for reimbursement of expenses incurred by directors, officers: what is ‘valid’? process for10verifying before board approves?11

C. Purpose12

Procedures for reviewing, updating details of purpose: ‘Corporate Planning’ process—who’s13involved, how often, submission to MAC, BoD, GM (as appropriate) for approval.14

D. Training15

Everyone is to develop and submit training program—to whom? when? how are they to be16integrated into work program? (Covered in Staff Manual?)17

II. MEMBERSHIP18

A. Eligibility19

Verifying eligibility: Documents to be accepted. Membership register to be kept by the ED.20

B. Categories21

1. Within the Ordinary Individual member category, persons actively engaged in professions22associated with development assistance (social work, training, community development, etc.) may23work together to formulate special programs or services which might be of benefit equally to24themselves and to FSP/Vanuatu.25

2. Within the Associate and Ordinary Institutional member categories, institutional members26affiliated with the:27

• FSP/Vanuatu (such as FSP/Ambae), or28• FSP/International (such as Solomon Islands Development Trust)29

networks might actively engage in activities which benefit equally themselves, the affiliated30network, and FSP/Vanuatu.31

3. Honorary members may be appointed for terms of one year or more, including lifetime. The32length of an honorary membership shall be stated in the resolution making the appointment.33

C. Applying for new, changed, or renewed membership34

Specify what should be on a Form for application for new or renewal of membership.35

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D. Voting rights1

1. Presentation by an Ordinary Individual member at a GM or Board Meeting of an original2receipt from, or an entry in the membership ledger initialed by, the Executive Director signifying3that dues have been paid for the current year on behalf of that member shall be sufficient evidence of4membership to accept and count their vote.5

2. The governing body of an Ordinary Institutional member will, in addition to the above, need6to advise the Executive Director in writing of the name of the single individual who is delegated the7right to vote for that institution, and the period for which that individual is delegated that authority;8no other voting delegates shall be accepted from an Institutional member during the period for which9a delegation is authorised.10

E. Terms of membership11

1. Membership fees shall be payable according to the following Schedule:12

Type of membership FeeOrdinary Lifetime Vatu 25,000 (Individuals only)

Honorary no feeOrdinary and Associate Vatu 500 per year

Payment of Fees to be receipted. Penalties for late payment.13

Any details on what behaviour may be deemed contrary to the constitution.14

F. Membership rights and privileges15

Any additional rights and privileges, including those which may be temporary in nature.16

III. ORGANISATION17

A. Functional Organisation18

Hiring procedures.19

B. Relations with Other Organisations20

1. Non-representational attendance at conferences, worskhops, meetings, etc.21

Local: The Project Manager, ED and DED will make decisions on who will participate in other22organisations and attend conferences, workshops, etc., and advise the Board of their decision.23

Overseas: The MAC will select, and the Directors shall endorse (or not), persons to attend overseas24meetings, training, conferences, etc.25

Directors (whether locally or overseas): The MAC may provide recommendations on who should26attend various activities and the board of directors will make the final decision.27

IV. ADMINISTRATION28

A. Membership29

Register format, procedures for reviewing to ensure it’s up-to-date.30

B. Meetings31

Any standard, regular meetings? Or special purpose meetings?32

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C. Board of Directors1

Composition and Formation2

Training of new Directors will include current plans, activities, procedures, and personnel.3

Details on what are conflicts of interest, if desired.4

Manner of Acting5

Reasons for disciplining members may include:6• actions are harmful to the organisation locally or outside Vanuatu7• theft8• false representation9• political influence affects FSP10• using position to profit self, family or friends11• becomes of unsound mind12• ceases to be a member of FSP13• has been sentenced to imprisonment14• misses 2 consecutive ordinary board meetings without a valid excuse15• Gross misconduct16

ETC.17