1. DEFINITIONS
In this document, unless the context shall otherwise require, the following words and expressions shall have the following meanings:
1.1. “FAA” means Flimkien għal Ambjent Aħjar’;
1.2. “Meeting/s” means, unless otherwise specified in this Statute, Annual General Meeting referred to as AGM or Extraordinary General Meeting referred to as EGM or Executive Committee Meeting referred to as ECM;
1.3. “NGO” means Non-Governmental Organization;
1.4. “SIG” means Special Interest Groups;
1.5. “Bye-Laws” means a regulation that is not so important to be incorporated in the statute; that is a rule relating to a matter of detail;
1.6. “Board of Advisers” means individuals of high standing (elected or appointed) to oversee the function of the organization;
2. NAME
2.1. The name of the organisation is being established by virtue of this statue and shall henceforth be ‘Flimkien Għal Ambjent Aħjar’ which, translated into the English language means ‘Together for a Better Environment’.
2.2. For all legal purposes, the Maltese name of the organisation shall be registered but the English name can be used in a secondary and explanatory manner especially in an international context.
3. AIMS
3.1. The aim of the organisation is to promote better management of, use of, and awareness about – the environment and heritage of the Maltese Islands and their impact on the quality of life of all residents – individuals, households, businesses and communities.
3.2. In pursuing its aims, FAA shall not embark on or undertake any party political alliance or act in a partisan manner even though it has to be accepted that all forms of activism are in themselves ‘political’ by nature.
3.3. In order to achieve its aims on a national and international level, FAA shall in the interest of the correct use and management of the environment and the national heritage:
3.3.1. intervene through actions, advocacy or expertise, in the protection of the environment and the national heritage especially where such protection would be for the benefit of the quality of life of residents
3.3.2. inculcate – wherever possible – the need for a transparent legal and operational process and structure in all areas related to development, environment protection, heritage management and conservation, alternative energy and any other related areas of topical interest and within the remit of FAA’s scope
3.3.3. empower residents and communities to manage their own environment and development issues – supporting, wherever necessary, initiatives on a national and international level
3.3.4. provide thought-leadership, research and expertise on all aspects impacting the environment and heritage in Malta both locally and within international organisations
3.4. Develop further its scope over time in order to evolve and attune its activities in line with the necessities and awareness of environment and heritage issues – always keeping as the main drive and focus, the betterment of the quality of life through the judicious use of national environmental and heritage resources.
3.5. For all intents and purposes at Law, FAA shall be registered in the national register for NGOs under the classification of ‘voluntary organisation’ with interests in the environment and heritage, education of the general public, community building and any other classification which clearly reflects the aims of the organisation.
4. BOARD OF ADVISERS
4.1. Board of Trustee can be a board of any number of members of high standing;
4.2. Members of the Board of Advisers can be either appointed by the Executive Committee or be elected during an AGM for a term as would be indicated by the Executive Committee or by the members of FAA during an AGM;
4.3. Advisers, as individuals, may be assigned specific areas of responsibility, with the board ultimately being collectively accountable to the Executive Committee and/or members of FAA for how well those responsibilities are carried out;
4.4. The Board of Advisers authority and role is determined by the Executive Committee. However, one of the main aim of the Board of Advisers is to adequately promote the values of the organization and also ensures that all interaction with the wider community is conducted in a manner that is in keeping with current FAA statute and its bye-laws;
4.5. The Board of Advisers can suggest amendments to the statute and bye-laws for the organization, with an eye towards enhancing the ability of the organization to meet the stated goals and purposes that led to the formation of FAA;
4.6. The Board of Advisers can makes its own policy of its Board as long as these are ratified by the Executive Committee;
4.7. Members of the Board of Advisers do not pay the membership, are honorary members of FAA and must be invited to all Meetings of FAA;
5. MEMBERSHIP
5.1. Membership is open to:
5.1.1. All residents of the Maltese Islands over the age of 16
5.1.2. All Maltese citizens irrespective of place of residence provided they are over the age of 16
5.1.3. Non-Maltese irrespective of country of residence and provided they are over the age of 16 who may have a special interest or bond with Malta and the well-being of the environment and national heritage
5.1.4. In all of the above cases, membership is open to persons who are legally and normally entitled to participate in public life and serve in public office and who therefore have no legal interdiction or restriction of any nature
5.2. Membership is NOT open to persons who or organisations which – through their actions – have been found guilty of crimes against the environment or national heritage or who operate in any activity or sector which goes against the aims of FAA or who may have direct conflict of interest – through affiliations, employment or holdings – which can, in any way, create conflict of interest in respect of membership or affiliation to FAA.
5.3. Commercial enterprises and other NGOs may seek corporate membership with FAA. The terms of the affiliation are for support purposes only and do not carry any voting rights or entail endorsement by FAA of any of the activities of the organisation seeking affiliation. Clause 6.2 is still applicable in this case.
5.4. Furthermore, membership is NOT open to any person who may occupy an office or be involved in organisations which may pose a conflict of interest in any way to their affiliation to FAA.
5.5. FAA may reject applications for membership without any obligation to provide any reason. In this case, any lodged membership dues lodged with the application would be refunded.
5.6. Members are in duty bound to inform FAA immediately of any changes in their status which may render their membership status in the FAA as untenable in the light of the provisions of this section. In this case, if the change in status is temporary, FAA may offer the member temporary suspension from FAA. If, on the other hand, the conflict is considered by the Executive Committee to be of a potentially serious and long-term nature, the membership would be rescinded.
5.7. Only paid-up members can participate in the statutory meetings of the organisation or be considered for election or co-option within the Executive Committee.
5.8. For a member to vote at a meeting must have been a member for at least six (6) months.
6. OFFICERS
6.1. The officers of this organisation that form the Executive Committee shall be seven (7);
6.2. They shall be elected at an AGM to fill the post of the Chairperson, the Deputy Chairperson, the Co-ordinator, the Secretary, Member Liaison, Media Officer and Treasurer.
6.3. The officers of the organisation shall be elected in the annual general meeting for a period of three (3) years and shall commence their tenure of office upon election.
6.4. If vacancies in official posts arise during the course of tenure, an interim appointment may be made by the Executive Committee from within its ranks and the post would come up for re-election or confirmation at the next annual general meeting.
6.5. The officers of this organisation shall always conduct themselves individually and collectively with the utmost professionalism and shall abide by established norms of behaviour and ethics appropriate to the office held and the organisation they represent.
6.5.1. Pursuant to the above, officers of this organisation are subject to the scrutiny by the Executive Committee. The officer in question may be subject to a vote of confidence wherein if the person is found to be in default of some form of established conduct or ethical behaviour, there can be a motivated request followed by a collegial discussion between the Executive Committee and the person concerned.
6.5.2. Following this, a vote is taken and if a majority of the Executive Committee find that they no longer have confidence in the person concerned, this person shall be suspended from the Committee until the position of the person concerned can be further clarified and eventually ratified during the next General Committee.
6.5.3. Should the person concerned opt to resign, no further action is necessary other than the recording of the decision and the acceptance of the resignation.
6.6. In any matter relating to possible conflicts of interest:
6.6.1. The officer affected shall immediately declare such a possibility to the Executive Committee and shall withdraw from the Executive Committee when such matters are on agenda directly or indirectly.
6.6.2. If the conflict is persistent in time and clashes with the continued membership of the particular officer within the Executive Committee, the official may be asked to resign by virtue of a vote of the Executive Committee following a motivated and substantiated motion to this effect to which the officer shall have the opportunity to reply.
7. DUTIES OF OFFICERS
7.1. Duties of the Chairperson:
7.1.1. The Chairperson of FAA shall be responsible for chairing and moderating all the formal meetings of the Executive Committee and the Annual General Meetings of the FAA.
7.1.2. The Chairperson shall – with the Coordinator and the Secretary – convene any meetings of the Executive Committee and an EGM whether asked or not by the appropriate officers to do so.
7.1.3. Offer guidance to the Coordinator and other officers of the FAA on any matter of the organisation related to the mission and values of the organisation but also on matters relating to administration and management.
7.1.4. Act as arbiter and mediator on any internal conflicts within the Executive Committee or amongst any groups of members of a committee that might have been set up by the Executive Committee. The Chairperson shall be responsible for selecting the appropriate course of action and resolution in line with FAA’s statute, any applicable legislation and common practice.
7.2. The Coordinator must:
7.2.1. Act as the executive officer of FAA by offering leadership and motivation in line with the policies and agenda of FAA as established by the Statute of the organisation.
7.2.2. Actively co-ordinate the activities of the officers, committees and members of FAA so as to ensure co-ordination and as wide a coverage of action as possible.
7.2.3. Be the main public representative of FAA whilst delegating where necessary public exposure to any other appropriate FAA member.
7.2.4. Be responsible for developing and maintaining a database of suitably qualified professionals in the various disciplines which could be of interest to FAA and its work in respect of the protection of the Environment and Heritage of the Maltese Islands and in so doing build a consultative framework so as to ensure that FAA’s positions, responses, activities and operations are in line with the mission of the organisation.
7.2.5. Plan an annual agenda of action for the approval of the AGM whilst ensuring that this plan integrates a provision for ‘ad hoc’ actions which may be required according to local and international developments.
7.2.6. Update and report on national and localised ‘ad hoc’ campaigns on a regular basis to the Executive Committee and – through an annual report – FAA’s Annual General Meeting.
7.3. The duties of the Secretary shall be to:
7.3.1. Manage the day-to-day administration of the organisation and its assets, premises and in so doing supervise any and all activities performed by any eventual salaried personnel of the organisation.
7.3.2. Record and transmit minutes of all statutory meetings of the organisation – including Members’ General Meetings, Executive Committee meetings, Sub-Committee meetings and any other formal meeting were minutes are recorded. All minutes are to be accessible – within reasonable logistic parameters to any member of the organisation and before every Executive Committee to each official of the Executive Committee.
7.3.3. The Secretary is responsible for securing any and all permits required for the operation of the organisation and for any activity held by it.
7.3.4. The Secretary is responsible for preparing an annual report, for its presentation, discussion and approval during the AGM of the Members of the organisation which document shall detail the activities of the organisation for the preceding period in relation to the meetings of the Executive Committee and the general administration of the organisation.
7.3.5. As part of the duties of the Secretary, the officer is also responsible for ensuring that all officers maintain proper records of their areas of competence and shall make available any logistic assistance in order to ensure that meetings, records and materials are well administered.
7.3.6. The Secretary is also responsible for the premises of the organisation – if any – and for this purpose is responsible for its general upkeep, access, use, safety, insurance and legality (in terms of permits or any other licences).
7.4. The duties of Media Officer shall be to:
7.4.1. Compile a communications, marketing and public relations strategy and plan aimed to publicise and inform on the organisation’s mission, values, activities, policies, positions, views and notices.
7.4.2. Develop and maintain a suitable presence in the media for the organisation within a credible, honest and competent profile by securing adequate coverage or airtime.
7.4.3. Manage the authoring of articles and press releases and be the sole responsible officer charged with the coordination and transmission of media releases or any other form of media contacts and requests.
7.4.4. Maintain and develop relations with media-persons and organisations.
7.4.5. Maintain and develop direct lines of communications with members of the organisation, stakeholders and the general public such as websites, mailing lists, newsletters, pamphlets, brochures, posters, educational material, presentations and other media.
7.4.6. Build, develop and maintain the necessary pool of resources – be it reports, data or even experts and contacts – necessary for the production of informed and researched material which may be used by any officer of the Executive Committee.
7.4.7. Handle the day-to-day requirements of the organisation in terms of corporate image, design, printing and any related communications material and in so doing ensure that this is suitable to the organisation’s scope and need.
7.5. The duties of the Member Liaison Officer shall be to:
7.5.1. Organise and motivate members on a locality or regional level in order to move them to create activities in line with the policies of FAA and to maintain vigilance on possible environmental issues.
7.5.2. Report to the Executive Committee on the workings of any established groups of members and or Sub-Committees.
7.5.3. Respond to requests for assistance, exposure or support from members – whether individual or groups.
7.5.4. Bring together members having common interests to set up specialised SIGs relative to territory, environmental or heritage issue.
7.5.5. Involve representative from member committees or groups to actively participate in central activities or campaigns of FAA.
7.5.6. In conjunction with the Treasurer, Media Officer and Activities Officers, draw up and manage membership drives in order to secure the widest grassroots support of the organisation and its values and mission.
7.6. The duties of Treasurer shall be to:
7.6.1. Maintain proper books of accounts for FAA together with all related filing systems inherent to a proper accounting setup – always ensuring that any transaction is fully and legally documented and authorised according to the organisation’s statute and any rules which may be adopted by the Executive Committee.
7.6.2. Present regular accounts – on a minimum quarterly basis – showing the income and expenditure of FAA and any financial obligations – for the approval of the FAA Executive Committee.
7.6.3. Maintain and manage FAA’s cash and bank balances in line with standard operating practices and according to expenditure and cash handling procedures approved by the Executive Committee in consultation with FAA’s auditor.
7.6.4. Draw up, present and analyse annual budgets of expenditure and required income based on the programmes which FAA would wish to be involved in.
7.6.5. Maintain a register of members with clear information on each member’s details, membership dues, renewal dates and payments.
7.6.6. Participate actively in the identification of funding opportunities and compile any necessary financial applications required for any statutory process for funding.
7.6.7. Prepare annual final accounts and notes for the scrutiny of auditors and the presentation of the findings and said results to the AGM.
7.6.8. The annual statement of affairs (Balance Sheet, Income and Expenditure) of FAA ends every 31st December of each year.
7.7. In all cases, the duties of officers shall be articulated and developed in line with the strategy and activities of FAA and shall be guided by an equanimity in the distribution of workloads, responsibilities and deliverables.
8. EXECUTIVE COMMITTEE
8.1. The Executive Committee is the operational and institutional arm of the organisation responsible for the daily administration and functioning of the organisation and reports and is answerable solely to the Members of FAA at the AGM.
8.2. The Executive Committee shall be chaired by the Chairperson of the Organisation – or his deputy in case of non availability of the Chairperson – and shall comprise as members all officers, their deputies and any elected or co-opted members.
8.3. The Executive Committee can co-opt the post of four (4) Deputies, that of the Chairperson, that of the Coordinator, that of the Secretary and that of the Treasurer. These posts are not passive but should actively be involved in assisting the senior officers in their workload so as to ensure that work is completed and distributed fairly but that, also, in the event of an absence of the senior officer, the work of the organisation can continue to go on.
8.4. The Deputies have a right to attend all the Executive Committee meetings and would not have a vote unless they are in fact appearing on behalf of his senior member during an Executive Committee meeting.
8.5. In the event that the Executive Committee decides that full or part-time personnel may be required, the candidates chosen cannot be direct relatives or partners of any officer of the Committee, members of the Committee themselves and cannot – during their occupation within the organisation – contest or hold any office within the organisation.;
8.6. Executive Committee meetings shall be held at least monthly. The date and venue shall be called by the Chairperson after consulting the Coordinator and the Secretary. The meeting is then communicated to the members by the Secretary. Normally, members should be given suitable prior notice – of not less than a week – and the Secretary shall be responsible to circulate the minutes of the previous meeting and any reports or communications which would be discussed as part of the agenda.
8.7. Members of the committee may request the Secretary to insert items on the agenda up to 48 hours prior to the meeting and to provide – with the request – any supported documentation which would be circulated to the members of the Committee.
8.8. The agenda of Executive Committee meetings would be as follows – unless a call for suspension of regulations is requested and passed by vote by the present members:
- Correction and Approval of Prior Meeting Minutes;
- Matters arising from Minutes;
- Correspondence;
- Officers’ Reports;
- Items for discussion;
- Next Meeting (if possible, this should be agreed upon at this stage).
8.9. Minutes of the meetings shall be kept by the Secretary. These shall be circulated to the members prior to the meeting. The format of the minutes should be brief and need only carry the salient points, namely:Subject and proponent;
- Brief description of item;
- Matters raised – and by whom – during discussion;
- Decision taken and whether by vote or consensus;
- Next actions – what, by whom and by when.
The Secretary may also record the sessions of the Executive Committee and the integral recordings shall be kept as a reference and as part of the archives of the organisation
8.10. Meetings can only be held:
8.10.1. if there is a quorum of half plus one of the members of the Executive Committee present – with the exclusion of any member who has ‘a priori’ informed the Secretary of his or her inability or impossibility to attend and any other member who may be excluded from attending due to having been suspended from Committee meetings.
8.10.2. If – at the prescribed time of the start of the meeting – the Chairperson (or any duly appointed member in his / her stead) – notes that there is no quorum, a period of grace of up to one half hour is to be given during which the Secretary is to communicate with the members who are absent to ask whether they intend to attend.
8.11. Following this period of grace, the Chairperson may consult with the members present on whether the present members could continue with the sitting and to go ahead with the agenda provided that it is accepted that no voting in respect of any extraordinary nature (such as for dissolution, affiliation and other issues which will effect the functioning of FAA) cannot be taken although the issues can be discussed.
8.12. Should the Executive Committee be convened according to Statute and a quorum not be obtained in three consecutive meetings, the Chairperson – or in the non-availability of the Chairperson, the member appointed to chair the Executive Committee instead of the official Chairperson – may choose to unilaterally convene an EGM in order to report on the matter and to propose any action necessary to normalise the situation and to ensure the smooth operation, running and management of the Executive Committee and the organisation as a whole.
8.13. All decisions within the Executive Committee shall be taken by majority vote of the members present during a valid session of the Executive Committee – except in specific circumstances provided for in this statute. Each member is entitled to one vote each with the exception of the person chairing the meeting who shall not have a vote. The person chairing the meeting shall not be entitled to vote but shall have the casting vote should there be a tied vote.
8.14. The Executive Committee may choose to appoint Sub-Committees in which non-elected members of the organisation may be asked to contribute their time, expertise, or commitment in relation to an activity or function of interest to the organisation or to support some function of the Executive Committee. The types of sub-committees which can be formed are :-
8.14.1. Functional Sub-Committees which would support a particular function – such as membership enrolment, cultural and fund-raising activities, the management of FAA office premises and general administration;
8.14.2. Advisory Sub-Committees which will bring the necessary expertise on technical or legal areas of interest and within the remit of the organisation;
8.14.3. Community sub-committees which will bring together residents from various localities in order that the residents be informed and therefore empowered to take action on matters relating to the heritage and environment issues within their community;
8.15. In all cases, each sub-committee shall have members of the Executive Committee to act as moderators and to liaise with the Executive Committee and to ensure that these committees work within the statute of the organisation and in line with the activities and vision of the Executive Committee.
8.16. The Executive Committee may, from time to time, make Bye-laws which need a majority of five (5) members of the Executive Committee to pass.
8.16.1. All Bye-Laws passed by the Executive Committee must be recorded, number and indicating the year it was passed (e.g.: 01-2009 etc.) and attached to the statue ;
8.16.2. All current year Bye-Laws passed must be distributed to all FAA members with the notice of the AGM;
9. ADMINISTRATION
9.1. The Executive Committee shall jointly draw up a code of administration for the organisation in which the various processes and procedures relating to the general administration – and in particular to financial matters – shall be regulated. These procedures shall be enacted following established standards and shall be vetted by the organisation’s auditors prior to their enactment.
9.2. The scope for any procedures shall be to ensure full transparency and accountability in all matters relating to the organisation’s finances, administration, membership and liability.
9.3. Notwithstanding, members during an AGM shall have the authority to introduce standards and controls to the administrative procedures of the organisation within which any further regulation by the Executive Committee shall have to adhere.
9.4. The following standards and regulations shall be entrenched in the Statute of the organisation:
9.4.1. The Executive Committee shall strive to have a permanent logistic base for the organisation – be it a leased office or property which can be duly registered and licensed for such a purpose. In the event that this may not be possible, the organisation shall use a general post office box for any postal correspondence.
9.4.2. in the event that the Executive Committee sets up a property for the organisation, it will ensure that all relevant permits and regulations are observed and priority should be given to sourcing locations within village cores and ideally promoting the concept of the regeneration of Malta’s village cores.
9.4.3. In cases involving the acquisition of fixed assets by the organisation or should the organisation enter into any form of legal and binding contract between the organisation and third parties, prior agreement and approval by the Executive Committee must be reached.
9.4.4. The organisation shall employ any necessary administrative, technical or support staff strictly in adherence to the Laws of Malta and provided there are the logistics to accommodate the personnel and that adequate provisions for their salaries and social benefits are available.
9.4.5. The main source of funding for the organisation shall be from annual membership fees, any EU or other trans-national funding and any surplus registered through fund-raising activities.
9.4.6. The organisation is not allowed to seek funding from any organisation which may give rise to a conflict of interest in the present or future and do not go contrary to what has been stated in Clause 5.2 of the statute
9.4.7. The organisation may use any medium for its formal communications and shall maintain a presence on the Internet via a website. The use of personal data on its members should be guided by the legislation in place in Malta and the European Union at any time, as should the legal means of formal communications. The organisation should use viable means in order to keep contact with members and other stakeholders.
9.4.8. In all instances where fixed assets, liability or activities are concerned, the organisation shall seek to ensure it is covered via a comprehensive insurance policy.
10. AUDITS AND OVERSIGHT
10.1. The Executive Committee shall seek to appoint a reputable Certified Auditor and Public Accountant listed in the register of the Accountancy Board in Malta to audit the financial statements, transactions and records of the Organisation.
10.2. The approval of the appointment of the auditor shall be subject to the approval of the AGM.
10.3. The Executive Committee should actively consult with its Auditors during the course of the year in order to ascertain beforehand whether particular transactions or decisions may be in breach of any provision of this Statute or any established practice or standard.
10.4. The Executive Committee shall ensure that the Annual Report presented by the Treasurer, will include a detailed list of all donations received by the organisation as well as the names of the organisations businesses or individuals making the donations with clear indications as to whether the donations were received in sponsorship, in goods or services or as cash donations and whether donated for a specific purpose.
10.5. The auditor’s annual report shall be presented by the auditor to the AGM of the members who shall have a right to discuss the report and eventually endorse or adopt it through a majority vote of the members present.
11. GENERAL MEETINGS
11.1. The General Meetings of FAA shall be open exclusively to all Members with a current fully paid up membership.
11.2. Two possible types of General Meetings are envisaged. The first is the AGM and the second is the EGM. Each type of meeting may span more than one session which must be held within a reasonably brief period of time from the previous session.
11.3. An AGM shall be convened by not later than June of each year with the agenda as follows:
11.3.1. Appointment of Chairperson for Meeting;
11.3.2. Appointment of Electoral Commission (in the event of a vote for members of the Executive Committee);
11.3.3. Approval of Minutes of last Meeting;
11.3.4. Presentation of Annual Reports:
- Chairman’s Annual report;
- Coordinator’s Annual Report;
- Secretary’s Annual Report;
- Treasurer’s Annual Report;
- Auditor’s Annual Report;
11.3.5. Questions by committee and members related to Reports presented.
11.3.6. Voting of Reports.
11.3.7. Presentation of Motions by proponents followed by discussion and vote.
An amendment to the Statute was proposed by the FAA Committee at the AGM of 19th June 2013. The amendment was discussed by the members present and a vote was taken. The amendment was passed.
11.3.8. Voting for the Executive Committee (when due) and Auditor.
11.3.9. Any resolution to amend the statute;
11.3.10. Report on the Elections and their results by the Senior Electoral Commissioner.
11.3.11. Unless a second vote is necessary in order to appoint members to the Executive Committee, the winding-up speeches by the Chairperson and the Coordinator would bring the meeting to a close.
11.3.12. In the event of a second vote, the AGM would be reconvened to a date not later than fourteen calendar days after the AGM for the second vote and the winding-up statement.
11.4. An EGM shall be summoned for the following specific purposes:
11.4.1. Dissolution of the FAA organisation.
11.4.2. Any instance where the Executive Committee considers that any initiative or action it may need to undertake may require the endorsement or approval of the members of FAA.
11.4.3. Any situation which may arise which may require the Executive Committee to convene the members so that they may examine and discuss the issue which may impact or alter in an extensive manner the nature or form of the FAA and its statute.
11.4.4. In the event of an issue of a serious nature arising which is of general interest and within the scope and purpose of FAA and which is considered by the Executive Committee to require discussion by the members and their active attention, involvement and endorsement of .
11.5. General Meetings are to be convened as follows:
11.5.1. A Notice of the AGM detailing venue and time, agenda, calls for nominations to posts (whenever elections are due) and for motions is to be circulated by email or post to all paid up members at least twenty-one (21) days prior to the intended date of the meeting.
11.5.2. Members are to be given clear instructions on nominations and motions procedures and also access to the various reports to be lodged.
11.5.3. An EGM – due to its often urgent or topical nature – may be summoned not less than four days before the intended event with the exact date and venue together with details of the item or items to be discussed. Notices by email or ordinary mail to all members – where possible – should be circulated but if this would prove not to be enough, adverts in the main newspapers should be made in order to reach as many members as possible.
11.6. General Meetings are to be held in premises which are accessible and afford the necessary facilities, privacy and dignity to the proceedings. Access to the proceedings shall be limited to members only unless the Executive Committee may opt to invite observers and members of the media if the event may warrant it.
12. ELECTION OF OFFICERS
12.1. For the purpose of elections and tenure, the term ‘elected officer’ comprises any member of the Executive Committee.
12.2. The period of tenure of elected officers of the organisation shall be three years. In the event that an officer resigns or retires before this period of tenure ends, the post shall be assumed by the Deputy until the next general meeting or – in the event that no deputy exists – by a member of the Executive Committee approved by the majority of the Executive Committee for this purpose.
12.3. In order to have a nomination accepted by the Executive Committee, a candidate must be a paid up member of the organisation and be nominated and seconded by two or more members of the organisation who are not related by consanguinity to the candidate. Where posts of officers are concerned, the minimum age of the candidates shall be eighteen and over – due to legal and liability issues –. The nomination must be made in the form and in the time-frame as prescribed in this statute.
12.4. At the beginning of the AGM, and in the event of voting, the Executive Committee shall ask the floor to propose and second three senior members having the confidence of the General Conference to act as the Electoral Commission for the duration of the round of voting. The selected members – who will select from amongst themselves their chairperson and spokesperson – would be responsible for overseeing that the voting process is done in an orderly manner, will also oversee the counting process and subsequently report to the AGM the result of the counting process.
12.5. Where two or more candidates apply for the same post of officer, an election is held during the AGM. Voting is by secret ballot where the present members will have the possibility of voting for any one candidate for each post of officer. A ballot paper indicating the post being contended and the names in alphabetical order will be provided to each voter for each of the officer posts being contended. In the event that any one candidate receives half plus one or more of the cast votes, then the person is elected outright. In the event that none of the contenders manage to gain the necessary majority vote then, a second round of voting is held where voters are asked to choose from the two contenders who would have achieved the highest number of votes during the first round of voting.
12.6. In the event of only one officer contesting a particular post of officer, an outright election would not be necessary. The member has the right, however, to request the approval of the AGM nonetheless and in this case, the name of the member is placed on the ballot.
12.7. Outgoing officers are in duty bound to leave their official records and affairs in order and to provide the incumbent with a full handover by not later than two weeks following the AGM. In the event of financial data, cheque books, bank accounts and other important and /or sensitive material, the handover is to be monitored and endorsed by the organisation’s auditor to ensure transparency.
12.8. The AGM may also be asked by the outgoing Executive Committee to elect a number of ordinary members to serve/participate on the Executive Committee but without having a right to vote at the Executive Committee meetings.
12.9. The number of members is to be determined according to the anticipated workload and purpose for which these vacancies can be justified. Apart from filling the posts of deputies for officers – and these deputy posts would be designated by the incoming Executive Committee – other functions may include those of providing support and expertise in relation to the activities, administration, policy making and other areas in respect of the organisation.
12.10. The election of the members shall be done via a single ballot where the names of the candidates are listed by alphabetical order. Eligible voters at the AGM shall be asked to mark their preference for any number of candidates up to the number of vacancies requested by the outgoing Executive Committee.
12.11. The elected members are determined by counting the preferences received by each candidate and the vacancies are filled by the members elected according to the number of preferences obtained by candidates. Should a number of candidates receive the same number of votes, the AGM in session should either consider whether to induct into the Executive Committee all the candidates in question or else to immediately hold a second round of voting to select the remaining number of members.
12.12. In case the number of candidates for the post of members is equal to the number of vacancies, there will be no need to hold an election.
12.13. The Executive Committee may co-opt within its ranks, during the period of tenure, members of the organisation to act as ordinary members of the Committee in the event that vacancies arise or the workload of the organisation requires more resources.
12.14. Any such co-opted members are to be presented to the next AGM which shall then be asked to ratify the post – or if elections are due – the person may be nominated for election to any of the post of officer of the Executive Committee as per statute.
12.15. In the event that no candidate contests a particular post, the Executive Committee – in its first meeting – shall appoint Officers to take over the additional role of any of the vacated roles until a suitable candidate is selected by the AGM.
13. AMENDMENT OF STATUTE
13.1. The amendment of this statute can only be carried out after a motion is discussed and approved by the Executive Committee and subsequently approved by the AGM or an EGM in the event of an amendment resulting in the dissolution or a major change which must be within the scope and parameters of FAA.
13.2. Amendments to the Statute can be requested of the Members by the Executive Committee by a proposing member seconded by at least two other members. Proposed amendments must reach all members eligible to intervene in general meetings as provided in Clause 11.5 of the statute.
13.3. Any amendment to the Statute can only be considered if two thirds plus one (67% plus one) of the eligible members present at a valid general meeting have voted in favour of the amendment.
14. MOTIONS
14.1. Motions are defined as requests made by members of a General Meeting so that a particular decision or course of action can be taken.
14.2. There are a number of types of motions, namely:
14.2.1. Procedural motions can be presented during the course of a meeting in order to amend or steer the procedure of the sessions. Some examples are ‘Motion to Take as Read’ in the case of minutes or reports, ‘Motion of Appreciation’, ‘Motion of Suspension of Agenda’ in the case of an item of extraordinary nature which occurred during the conference.
14.2.2. A second type of motion relates to amendments to the Statute of the organisation.
14.2.3. The third type of motion involves requests to the meeting to debate and vote on specific issues or situations which fall within the remit of the scope of the organisation.
14.3. It is only members – whether as groups or individuals – of the organisation who can propose and second motions for the consideration of the General Meeting. Since the Executive Committee is, indeed, made up of members of the organisation, it can as a whole propose and second motions for the attention of the General Meeting.
14.4. With the exception of the procedural motions – which are raised during the proceedings of the General Meeting – motions are to be submitted to the Secretary of the Executive Committee within the time-frame for the submission of motions as stipulated in the Notice of Meeting circulated to all valid members.
14.4.1. Such motions are to be clearly presented in writing, with a title, name and identity card number or passport number of the proponents and of those members seconding the motion and the text of the motion. In the case of changes to the statute, the amendments to the statute must be must provided with clear numbering and with the complete texts of the passages which are to be amended; the suggested amendments and the resulting changed motion.
14.4.2. Following the deadline for the submission of motions, the Executive Committee shall examine each motion verifying that the members signing the motion are valid and paid-up members, that the text does not constitute the breaking of any law and that it is in line with the mission and vision of the organisation unless the motion specifically calls for a change in this respect.
14.4.3. In the event that the motion is in some form or other irregular, the Executive Committee must reject the request in writing stating the full reasons for this and remitting this refusal to the members proposing and seconding the motion.
14.4.4. If the difficulties in the text are not major, the Executive Committee may also opt to negotiate changes with the proponent aimed at the adjustment of the motion and if no agreement is reached, the Executive Committee may reject the motion again giving the reason for such a rejection.
14.4.5. The motions for the General Meeting are to be sent by circular to the Members together with the list of nominations prior to the General Meeting. The circular should also contain instructions as to the procedure for the registration of the persons wishing to speak on a particular motion during the General Meeting. The number of speakers and the duration of speeches can be specified by the Executive Committee but should ensure a fair allocation of time to each motion.
14.4.6. The presentation and discussion of the motions is an integral part of the General Meeting. The presentation is done by one of the proponents during which the motion is read and a brief explanation is given. Following this, the floor is given to those members who had registered with the Executive Committee to speak.
14.4.7. Voting relating to changes in the statute is to be done by secret ballot where members are given the option to approve or reject the amendments. For adoption – unless otherwise stated in this statute – the motion would need to obtain half plus one of the votes of the voting members.
14.4.8. All other motions can be approved by a show of hands unless there is a request from the floor to have a secret ballot – particularly on matters involving sensitive issues.
14.4.9. The proponent of a motion has the right to withdraw a motion at any time prior to the vote being taken.
14.5. Regulation relating to Existing Organisations and the Schedule of Associating Members as per article 49(3) of the Second Schedule to the Civil Code, Ch. 16 of the Laws of Malta. Vide also pages 8 and 9 of Legal Notice 379/2012 relative to the Voluntary Organisations Act, Ch. 492.
It shall be incumbent upon the administrators to keep a schedule of associating members at the registered address of the organisation showing such particulars as may be required in terms of the relevant law, together with such other details as the Administration Board may deem advisable or necessary.
The said schedule shall be available to such persons as may be authorised by law or by Court.
This provision shall not be subject to revocation.
The amendment to the Statute quoted above was passed during the AGM of 19th June 2013.
15. AFFILIATIONS
15.1. The Executive Committee can seek and accept affiliation for FAA to local and international organisations for the purpose of furthering the cause of the environment, heritage and quality of life within the remit of the mission, the objectives and the values of the organisation.
15.2. Affiliation with bodies which incorporate any organisation which may have conflicting values, negative track-records or in any way involved in partisan politics is not permissible under this statute and any such affiliation shall have to seek the approval of an AGM of Members for approval.
15.3. If during the course of affiliation, any element arises where the conditions of affiliation impact negatively on any of the values or objectives of the organisation, the Executive Committee is in duty bound to inform the management of the body with such a conflict and immediately withdrawal FAA’s affiliation.
15.4. On the other hand, affiliation does not automatically include the participation of the organisation in round-tables, fora, workshops or seminars aimed at discussing issues of interest with third parties and particularly stakeholders which may not have the same position or interest of the organisation.
15.5. Regular reporting is to be carried out to the Executive Committee by the officers responsible for the particular affiliation. An annual report compiled by the officer is to be lodged within the report of the Coordinator which is subsequently presented to the AGM of members.
16. MEMBERSHIP FEES
16.1. The rate of annual membership fees, different classes of membership and the payment procedures shall be established by the Executive Committee on an annual basis and it shall be the responsibility of the Treasurer to propose to the Executive Committee any suitable changes over time and to account for the financial recovery of dues and the number of members of the organisation.
16.2. Under any circumstance, FAA shall always adopt in practice a tiered and fair scheme of membership to promote and motivate people to join the organisation. Special rates for senior citizens, families, the disabled and students shall be established and promoted as would be promoted special rates in accordance with any criteria which the Committee may consider necessary from time to time in order to balance the need to build a membership base with the need of funds so that FAA will be able to organise its operations and activities.
17. LEGAL AND JUDICAL REPRESENTATIVE
17.1. The legal representation of FAA is vested in the Chairperson, Coordinator and Secretary and as may be specified in different circumstances according to Law.
17.2. If, in the event of any legal liability raised personally against any officer of the FAA during the statutory execution of the role, the FAA is duty bound to provide any legal or material support – under any legal form – to any person who in the legitimate execution of duties on behalf of the organisation may be subject to prosecution or any form of liability.
17.3. This statute is governed by the Laws of Malta
18. JURISDICTION
18.1. The Statute is being drawn up under the jurisdiction of the Laws of Malta within the larger context of any applicable European Union directives or endorsed regulations which may be applicable to NGOs.
18.2. As a general rule, the Statute provides specific rules for the purpose, activities and administration of FAA. Where a lacuna may exist – particularly in matters of procedure or administration, the correct mode of interpretation of the course of action to be taken shall be by consulting the relevant legislation applicable to Voluntary Organisations or – should this be inconclusive – to adopt the same procedures in conduct as stipulated in the Companies Act and related legislation. Should the latter still prove to be inconclusive, the presiding or most senior officer may – under the circumstances – adopt a course of action which is generally normal under similar circumstances in established and, if possible, similar organisations and regulated environment.
19. DISSOLUTION
19.1. Dissolution of the organization shall be carried out with the consent of the members and shall consist of the unanimous agreement of all its officers together with a two-thirds (i.e. 67% plus 1) majority vote at a meeting which will have been publicised in advance to all members of the organisation for the purpose of taking this vote.
19.2. In any case, all formalities relating to dissolution shall be in line with any law or regulation under which such a process falls.
19.3. Disposal of any assets shall be carried out in accordance with any existing national legislation and should there not be any clear regulation regarding the disposal of all the remaining assets of the organisation, then such assets shall be donated to any nationally registered charity or environmental NGO.