(A) CONSTITUTION OF
INDUSTRIAL ASSOCIATION
PART I
1. The name of
the Association shall be
(a) The Registered Postal Address shall
be PO Box 516 Lautoka
(b) The Registered Office shall be
(c) The Executive Council shall have the
power to determine from time to time the
registered Postal Address and where the
Registered Office shall be.
PART II - OBJECTIVES
2. The Objects
of the Association shall be:
(a) To secure the complete organisation
of the Association;
(b) To promote, protect and maintain just
and proper treatment of members in all
aspects of
their noni related business.
(c) To represent the interest of the
members to the Fiji Government’s;
(d) To negotiate all matters relating to
the promotion and development of the
Noni industry in
the
(e) To do all such things as are
incidental or conducive to the attainment of the above
objectives.
PART
III – MEMBERSHIP
3.
The membership is open to any
person who is actively
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involved in the growing, manufacturing, processing, marketing or research of Morinda citrifolia.
Members shall be regularly and normally engaged in the industry which the Association represents and shall not be a member of another industrial association.
4. The entrance fee for members of the
Association shall be nil and the subscription shall be FJ$ 500.00 annually. The
entrance fee and the subscription fee shall be non – refundable.
ALTERATION OF FEES AND
IMPOSITION OF LEVIES
5.
The Annual or an Extraordinary
General Meeting of the Association shall have power to alter all fees,
subscriptions and contribution for the purpose of providing further benefits
for members.
EXEMPTION OF UNEMPLOYED
6.
Any reduction in subscriptions should
be made at the AGM and the Executive Council is empowered, is the association’s
financial position permits to reduce the subscriptions of unemployed members or
to exempt such members from payment of subscriptions during the period of the
unemployment.
MEMBERS BREAKING RULES
7.
All members must abide by the
rules of the Association. Any member breaking the rules of the association may
be liable to a fine not exceeding face expulsion by the Executive Council. Any
member fined or expelled shall be the right to appeal to the Annual or an
Extraordinary General Meeting whose decision shall be final.
ARREARS
8.
Members who are more than thirteen
(13) week arrears of subscriptions shall not be entitled to any Association
benefits nor will they be permitted to vote at any Association’s meeting.
Members whose subscriptions are more than thirteen (13) weeks in arrears shall
cease to be member of the Associations.
NEW MEMBERS
9.
All intending new members have to
apply in writing to the General Secretary and the
Executive Council will
make final decision.
PART IV –
CONSTITUTION AND GOVERNMENT
SUPREME
AUTHORITY
10. The Supreme Authority of the Association
shall be vested in the Annual General
Meeting, and,
subject to that authority, the Association shall be governed by the
Executive
Council.
DATE OF ANNUAL GENERAL
MEETING AND AGENDA
11. The Annual General Meeting shall be held within three months of the end of the financial year at a time and place to be determined by the Executive Council. The General Secretary shall prepare an Agenda and known it by inserting a notice in a newspaper circulating in the Republic of Fiji twenty eight (28) days before such meeting.
VOTING
AT THE ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING
12.
All members other than honorary
members and resident in Fiji
CALLING
OF EXTRAORDINARY MEETING
13.
Extraordinary General Meeting may be
called by the Executive Council or at the request of fifty percent (50%) or
more of the total number of members of the association who are not more than
three (3) months in arrears with subscriptions and 28 days notice shall be
given with agenda of such meeting and may be published in a newspaper
circulating in the Republic of Fiji.
BUSINESS OF ANNUAL GENERAL
MEETING
14.
The business of the Annual General
Meeting shall be:
(i) To receive reports from the Executive
Council, to review the past work of the
Association
and to plan future policy;
(ii)
To consider motions, if any, for which due
notice had been given;
(iii) To receive the accounts for the previous
financial year and to consider the
financial
position of the Association;
(iv) To
elect the Association Office Bearers; and
(v) To consider any other business on the
agenda
AMENDMENT
15. The
Annual General Meeting or any Extraordinary General Meeting called in conformity
with Rules twelve (12) and fifteen (15) of this Constitution, shall be the only
authority to rescind, alter, or add to any of these rules in the Constitution.
NOTICE OF MOTIONS
16.
Notices of motion for consideration
at the Annual General Meeting must be submitted to the General Secretary in
writing fourteen (14) clear days before the date fixed for such meeting.
NOMINATIONS
17.
The nominations for the election of
a President, Vice President, Treasurers, one
(1) General
Secretary and Committee Members shall reach the General Secretary fourteen (14)
clear days before the date fixed for such election.
Quorum
18. The quorum for all Annual General and
Extraordinary General Meeting of the
Association
shall be at least twenty per centum (20% ) of the
voting members of the
Association.
VOTING
19.
The voting will be by show of hand.
Provided that if 50% fifty percent or more voting members at an Annual General
Meeting or an Extraordinary General Meeting ask for a vote to be taken by secret
ballot on any important issue, such vote must be taken by secret ballot.
PART V – SECRET BALLOT
SECRET
BALLOT HELD UNDER THE AUTHORITY OF THE EXECUTIVE COUNCIL OR SUB – COMMITTEE
20. All matters for decisions by secret ballot at an Annual General Meeting or at an Extraordinary General Meeting of the Association shall be held under the authority of the Executive Council or a sub – committee appointed by the Executive Council specifically for such purposes.
ISSUE OF BALLOT FORMS
21. The General Secretary or other officer
appointed for the purpose shall be responsible for issuing of ballot forms.
Ballot forms will be issued only to voting members.
COMPLETION OF BALLOT FORMS
22.
All ballot forms must be filled in at
the place provided. They must not be signed by the person filling them in. they
must be placed in the sealed box provided for the proposed only by the person
filling the ballot form. The Executive Council or the Sub – committee will
appoint persons to supervise and safeguard ballot boxes.
SCRUTINIZERS
23.
Two or more scrutinizers shall be
elected at the Annual or Extraordinary General Meeting from members. The
scrutinizers will be responsible under the Executive Council or Sub – committee
for collecting ballot boxes and counting and checking ballot forms.
PART
IV – EXECUTIVE COUNCIL
GOVERNMENT OF ASSOCIATION VESTED IN EXECUTIVE
COUNCIL
24. The Government of the Association and the
conduct of its business in the periods between Annual General Meetings shall be
vested in the Executive Council.
COMPOSITION OF EXECUTIVE
COUNCIL
25. The Executive Council shall consist of a
President, Vice President, a General
Secretary, a Treasurer, and three other members duly elected by at an Annual
General Meeting or by an Extraordinary General Meeting. All Executive Council
must be members of the Association.
POWER TO FILL VACANCIES
26.
In the event of the vacation of
office before the expiry of the full term, for any reason, by an officer, or other
members of the Executive Council, the vacancy shall be filled by the Executive
council and such appointments will hold good until the next annual elections.
In filling such vacancy, the Executive Council shall consider the merits of the
candidate.
APPOINTMENTS OF ACTING
GENERAL SECRETARY AND TREASURER
27.
In the event of the General
Secretary or Treasurer, being temporarily absent from the Republic of Fiji or
for any other reason are unable to perform their functions required of them
under these rule, the Executive Councils may appoint an acting General
Secretary or an acting Treasurer as the case may be to perform their respective
duties on their behalf during such absence or disabilities.
REMOVAL FOR NOT ATTENDING
MEETING OF EXECUTIVE COUNCIL
28. Any officer or other members of the
Executive Council who is absent without satisfactory reason from three
consecutive meetings may be removed from office by the Executive Council.
DISMISSAL AND SUSPENSION OF
OFFICERS
29. The Executive Council may suspend for a
period not exceeding three months and/or recommend for dismissal any office for
neglect of duty, dishonesty, incompetence, refusal to carry out the decisions
of the Executive Council, or for any other reason which it deems good and
sufficient and, in the interests of the Association. Any officer who is
suspended or who is recommended for dismissal shall have the right of appeal to
the Annual or to an Extraordinary General Meeting.
REMOVAL BY EXTRAORDINARY
GENERAL MEETING
30.
Any officer or member of the
Executive Council may be removed from office by a majority of three quarters
(3/4) of the voting members present at an Extraordinary General Meeting.
EXECUTIVE
COUNCIL MEETING AND Quorum
31. The Executive Council
shall meet at least in every months at such times and places where the
Executive Council member think fit. The quorum shall consist of not less that
fifty percent (50%) member of the Executive Council.
PROTECTION OF FUNDS BY EXECUTIVE COUNCIL
32.
The Executive Council shall give
peruse the objects of the Association and shall protect its funds against
extravagance or misappropriation. The Executive Council shall give all
necessary instructions as to the investment of the funds of the Association to
such officers of the Association who are responsible for such matter.
INSTRUCTIONS AND SUB –
COMMITTEE
33. The
Executive Council shall give instruction to the General Secretary and all other
officers of the association in regard to the conduct of the affairs of the Association.
It may appoint such sub – committee as it considers necessary.
FINES
AND EXPULSION OF MEMBERS
34. If any member is proved to the satisfaction of the Executive Council to have been guilty of conduct prejudicial to the interest of the Association the Executive Council may:
(i) fine such member a sum not exceeding two dollars ($2.00);
(ii) suspend such member from the Association for a period not exceeding (3) months; or expel such member from the Association.
(iii) Any member so fined suspended or expelled shall have the right of appeal to the annual General Meeting or to an Extraordinary Meeting.
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DECISION OF EXECUTIVE COUNCIL
35. The
decision of the Executive Council shall be binding on all members of the
Association.
INTERPRETATION OF RULES BY
THE EXECUTIVE COUNCIL
36. Between Annual General Meeting, the Executive Council shall, when necessary, interpret the rules and determine any point which the rules do not adequately cover.
OFFICER OF EXECUTIVE COUNCIL
MUST BE PAID MEMBERS
37. All officers and members of the Executive Council must be
fully paid with all subscriptions prior to any election of office in the
Association during an Annual General Meeting or at an Extraordinary General
Meeting.
APPOINTMENT
AND DISMISSAL OF STAFF AND SUB – COMMITTEE
38.
The Executive Council shall give
instructions to the General Secretary and all other officers of the Association
in regard to the conduct of the affairs of the Association in regard to the
conduct of the affairs of the Association. The Committee may appoint such
organisers and clerical staff as is considered necessary on such terms as it
considers desirable, and dismiss such organisers and staff for reasons which
the Executive Council deems good and sufficient. It may appoint sub – committee
as it considers necessary.
PART VII – OFFICERS OF THE ASSOCIATION
ELECTION AND DUTIES OF PRESIDENT
39. (a) The President
shall be elected every year at the
Annual
General
Meeting and shall serve for one year in office: until theAnnual General Meeting
and shall be eligible for re – election.
(b) The President, if present, shall preside
at all Annual Extraordinary General Meeting and Executive Council meetings and
shall be responsible for the proper conduct of business. He shall sign the
minutes of each meeting after they are approved.
He
shall endeavor to secure the observance of these rules by the concerned. He
shall have a casting vote.
ELECTION AND DUTIES OF VICE – PRESIDENTS
40. The
Vice – President to be elected every year at the Annual General
Meeting
and shall serve for one year and shall be eligible for re – election.
ELECTION AND DUTIES OF
GENERAL SECRETARY
42. (a) The General Secretary shall be elected
every year at the Annual General Meeting and
shall
serve one year and shall be eligible for re-election.
(b)
He shall call and attend all
meetings and record thereof. He shall have the right to
speak
and vote.
(c)
He shall conduct the correspondence and general
business of the Association in accordance with the rules and shall carry out
all instructions given to him by the
Annual
and Extraordinary General Meeting and by the Executive Council.
(d) He shall keep a register of all members
in which shall be entered:
(i) the name,
address and occupation of each member;
(ii) the date of
which each member was admitted to membership;
(iii) the payments made by each member in
respect of entrance fee, subscriptions or any other payments provided for under
the constitution and the dates of such payments; and
(iv) the dates on
which any member ceased to be a member;
(v) he shall prepare
the Annual Report of the Association for submission to the Annual General
Meeting and any other reports necessary for Extraordinary General Meetings. He
shall at the end of every financial year, forward to the Registrar of
Industrial Associations the Annual Returns, Auditors Report and such other
information as may be properly called for;
(vi) he shall
supervise generally the work of the Association. Where he is employed on a full
– time basis, he shall be fully responsible for the overall administration and
affairs of the Association. He may engage such number of staff as shall be
determined by him after consultation with the Executive Council,
ELECTION AND DUTIES OF THE TREASURER
43. a) The
Treasurer shall be elected every year at the Annual General
Meeting.
He shall serve one year
until the next Annual General
Meeting
and shall be eligible for re – election;
b) He shall be responsible for the safety
of all monies belonging to the Association and shall keep full and accurate
account of all transactions conducted in the name of the Association. He shall
prepare a financial statement for each meeting of the Executive Council and an
Annual Statement of Accounts for Audit and for presentation to the Annual
General Meeting. He shall have the right to speak and to vote on al matters
except financial matters;
c) On a request made to him at the Annual
general Meeting, or thereafter within one month of the receipt of such request,
he shall give to every voting members of the Association free of charge a
general statement of accounts of all the receipts and expenditure of the
Association;
d)
He shall deposit in the bank
appointed by the Executive Council all such of
money
received by him.
LEGAL ADVISOR
44. The Executive Council may appoint from time
to time a legal adviser and fix his remuneration.
FULL TIME OFFICERS MAY BE
PAID SALARY
45. Any officer whose duties call for full
time services on behalf of the Association may be paid a salary, such salary to
be determined by the Executive Council.
OFFICER MAY BE REQUIRED TO
PROVIDE SECURITY
46. Any officer whose duties involve
financial responsibility shall provide such security as the Executive Council
may require.
BOOKS TO BE KEPT IN THE HEAD
OFFICE
47.
All receipt, account, etc shall be
kept in the Head Office of the Association.
PART VIII – USE OF FUNDS
48.
The funds of the Association shall be used solely for: –
(i) the authorised
payment of salaries, allowances and expenses of officer of the
Association
and legal fees;
(ii) the payment of
expenses of the administration of the Association, including audit
of accounts of
the funds of the Association;
(iii) the prosecution or
defense of any legal proceedings to which the association or
any member is a
party, when such prosecution or defense is undertaken for the
purpose of securing
or protecting any rights of the Association as such or any
rights arising out
of the relations of any member with his employer;
(iv) the conduct of
disputes on behalf of the Association or any member;
(v) the compensation
of members for loss arising out of disputes;
(vi) allowances
to members or their dependants on account of death, old age,
sickness, accidents
or unemployment of such members;
(vii) the payment of
subscription, fees and contributions necessary for affiliation to
any industrial
association organisation in the
(viii) allowances to
members in distress through circumstances beyond their control;
(ix) social insurance,
medical aid and the supply of medicaments and drugs to
members or their
dependants, and any incidental expenses thereof;
(x) expenses incurred
on industrial association by officers and members of the
industrial association;
(xi) the erection of any building or the purchase or lease of any
buildings or land
required
for the purpose of the Association, and for the rent, upkeep and
furnishing
thereof;
(xii)
the
education, cultural and vocational training of members and any incidental
expenses
thereof;
(xiii)
the
organisation of any theatrical performances, concert, reception, dance, sports,
meeting
or excursion;
(xiv)
the purchase
of books newspaper and other literature and the upkeep of a
reading
for the use of members;
(xv)
the editing,
printing, publication and circulation of any book, newspaper or other
periodical,
bulleting, pamphlet or other printed literature for the advancement of
the
lawful objects of the Industrial Association or the promotion of the interests
of
its
members as such;
(xvi)
contribution
to any charitable, education or cultural institution or society;
(xvii)
the provision
of social and welfare amenities for its members;
(xviii)
any other
objects which by notification in the Gazette the Minister may be the
same
or any subsequent notification direct; and
(xix)
The use of funds on any of the above
matter should be done with the approval of
the
Executive Committee.
ACCOUNT TO BE OPERATED BY
49. The account of the Association shall be operated
upon cheques signed by the President,
General
Secretary and the Treasurer or such other person or persons as the Executive
Council by
resolution may direct or appoint.
INVESTMENT OF FUNDS
50.
The funds of the Association which
are not required for current expenses, may, on the direction of the Executive
Council, be invested by the President, Treasurer and General Secretary in
Government securities, or in such other securities as the Executive Council may
recommend and which are approved by voting members at the Annual General
meeting or in Extraordinary General Meeting.
FINANCIAL YEAR
51. The financial year of the Association
shall commence on the first (1“) day of January each year and ends on the
thirty – first (31st) day of December of the same year.
PART IX –
PROPERTY AND LIABILITY OF OFFICERS
PROPERTY
52.
All property of the Association
shall be in the name of the Association.
EXECUTION OF AGREEMENTS AND DOCUMENTS
53. All industrial agreements, deed, documents
of the securities for money, mortgage or other instruments shall be executed
under the common seal of the Association and signed by the President and the
General Secretary or such other persons as the Executive Council may appoint on
their behalf.
CUSTODIAN OF THE COMMON SEAL
54. The General Secretary shall be the Custodian Seal, which may
be affixed by the General Secretary in the presence of the President or such
other person or persons as the Executive Council may appoint on their behalf of
such industrial agreements, deeds documents of title, securities for money,
mortgage or other instrument shall be deemed to have been duly executed if
signed by the President and the General Secretary or such other person or
persons as the Executive Council may appoint on their behalf.
EXECUTIVE COMMITTEE MEMBERS
LIABILITY
55.
Every member of the Executive
Council shall be liable for such sums of money or monies he shall actually
receive but he shall not be answerable for the acts, receipts, neglects, defaults
of any other person or persons or for joining in any respect in any receipts of
other acts for conformity or for loss or expenses happening to the Association
or to the Executive Council through the insufficiency or deficiency of the
title of any property or properties purchases or acquired by or on behalf of
the Association not for the insufficiency or deficiency of any security in or
upon which any of the money or monies of the Association shall be vested by the
order of the Association shall be vested by the order of the Executive Council
nor for any loss or damage arising from bankruptcy, insolvency or tortuous act
for any banker, collector or other persons with whom or in whose hands any
money or monies, property or properties, security or security or effect or
effects of the Association or Executive Council shall be deposited or paid or
for any loss, damage or misfortune whatever, which may happen in the execution
of duties of this office in relations thereto unless the same shall happen through
his own willful act, neglect or default.
PART X – LEVIES
IMPOSITION OF LEVY
56.
The executive Council may recommend
that a levy be imposed upon all members of the
Association
recover
additional expenses incurred on behalf of members as Legal fees etc.
FAILURE TO PAY LEVY
57.
If any member fails to pay a levy
imposed in pursuance of Rule 56, herein with twenty – six weeks (26) of its
imposition, such members shall be regarded as being in arrears of levy and
shall not be entitled to any of the benefit to which the levy was imposed.
PART XI – AUDITORS
58. One or more auditors, who need not to be
members of the Association, shall be appointed or elected by the Annual General
Meeting.
AUDIT OF ACCOUNTS
59.
The Treasurer shall cause ail the account
of the Association to be audited as soon as possible after the close of each
financial year and at all other times when required by law. All books and
accounts of the Association will be examined and a certification as to their
correctness or otherwise be given thereafter.
COPY OF AUDITORS REPORT
60. A copy of an auditors report of Association funds shall be conspicuously placed at the office of the Association where it may be conveniently examined by any member.
PART XII – INSPECTION OF
BOOKS
61. Any member be
allowed at any reasonable time to inspect the account books and the register of
members. Applications to do so must be made to the General Secretary.
PART
XIII - DISSOLUTION
62. The Association shall not be dissolved,
except with the consent of two thirds or more of the total voting membership of
the Association obtained by means of a secret ballot.
DEBTS AND LIABILITIES FULLY
DISCHARGED
63.
In the event of the Association being
dissolved all debts and liabilities legally incurred on behalf of the
Association shall be fully discharged and the remaining funds together with the
proceeds of the sales of any assets of the Association (excluding any provident
or welfare fund which may have been established) shall be divided amongst all
voting members in the equal proportion or otherwise disposed of in accordance
with a resolution passed at the meeting at which the dissolution was approved.
NOTICE SENT TO REGISTRAR OF
INDUSTRIAL ASSOCIATIONS
64. When the Association is dissolved, notice of the dissolution signed by the General secretary and seven (7) voting members shall be sent by the General Secretary to the Registrar of Industrial Associations within fourteen (14) days of the date of the meeting at which the dissolution was agreed to.
PART
XIV – RULES
RULES TO BE MADE AVAILABLE
TO MEMBERS
65.
A copy of these shall be given to
any member within (7) seven days of joining the
Association
and thereafter on demand upon payment of the sum of three dollars ($3.00).
RULES TO BE DISPLAYED IN
REGISTERED OFFICE
66.
A copy of these rules shall be
prominently displayed in the registered office of the
Association
and every branch office thereof.
PART XV – INTERPRETATION
67.
For the purpose of these rules the
“Registrar” means the Registrar of Industrial
Associations appointed
under the provisions of the Industrial Associations Act,
Approved
and adopted by the Inaugural General Meeting of the Association held at
The Warwick Hotel on the 23rd day of
October 2002.
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Certified : Gerhard
Stemmler Gerhard
Stemmler
(President Signature) (Name)
Renuka Naicker Renuka
Naicker
(Secretary Signature) (Name)