Proposed New Constitution of the FIA DRAFT 11 August 2019

CONSTITUTION

OF

THE FALKLAND ISLANDS ASSOCIATION

1. Name. The Association shall be known as “The Falkland Islands Association” (which is referred to throughout this document as “the Association”).

2. Aim. The Aim of the Association is to support the right of the people of the Falkland Islands to decide their own future.

3. Activities. The Association has no role to play in the domestic politics or government of the Falkland Islands which are the preserve of the Falklands Islands Government and the Islanders' elected representatives. However, it may carry out any lawful activity in the UK and worldwide to promote the Aim including such things as:

a. Draw attention to the rights of peoples to self-determination as set out in the UN Charter Article 1.

b. Raise awareness about the problems facing the Falkland Islands arising from Argentina's sovereignty claim and the policies Argentina's government adopts in its pursuit.

c. Challenge incorrect or misleading statements in the press and elsewhere concerning the Falkland Islands.

d. Influence public opinion if ever it appeared that the status of the Falkland Islands as a British Overseas Territory was about to be changed without the consent of its people.

e. Study and research history and current affairs related to the Falkland Islands and to make public the results.

f. Highlight the political, economic and social progress made by the Falkland Islands since the 1982 conflict.

g. Publish and distribute literature including a Newsletter and operate a website.

h. Hold commemorative, social, educational and cultural events.

i. Operate a membership scheme open to individuals and organisations.

4. Types of Member. The Association shall be open to all who support its Aim and shall consist of Individual, Corporate and Honorary Members as set out below:

a. Individual Members. Individual members are persons over the age of 18 years who pay an annual subscription. Each individual Member has the right to attend General Meetings and cast one vote either in person or at a distance as defined in Paragraph 11. g). Categories of individual membership with their subscription rates and rules are to be decided from time to time by the Executive Committee.

b. Corporate Members. Corporate Members are organisations of any kind which pay an annual subscription at a rate decided from time to time by the Executive Committee. Corporate Members have a right to send a representative to General Meetings who may cast one vote either in person or at a distance as defined in Paragraph 11. g).

c. Honorary Members. Honorary Members are appointed by the Executive Committee for such a period and under such conditions as the Committee shall decide. Honorary Members do not pay a subscription but may attend General Meetings and cast one vote either in person or at a distance as defined in Paragraph 11. g).

5. Applications for Membership. Applications for membership are to be in writing, signed by the applicant and accompanied by the appropriate subscription. Alternatively, application may be made using the online process on the Association's website. Any application may be rejected provided that each individual case for rejection is considered and decided by the Executive Committee. When a person has submitted an application and paid the appropriate subscription they shall be a Member of the Association unless their application is rejected as soon as a receipt has been issued. Once a Member, they are deemed to be bound by the provisions of this Constitution.

6. Removal from Membership. In addition to the provision in Paragraph 7. b. below, the Executive Committee may consider any Member who has conducted themselves in a manner detrimental to the interests or reputation of the Association. The Member concerned shall be given at least 14 days' notice of the date of the Executive Committee at which the matter shall be discussed as well as a concise statement of the grounds on which the Member's removal is sought. The Member may appear at the meeting in person and/or be represented and make a statement in their own defence. The Executive Committee shall decide the matter and its decision shall be final.

7. Subscriptions.

a. Timing of Subscriptions. Every Individual and Corporate Member shall pay an Annual Subscription at the rate decided from time to time by the Executive Committee. Subscriptions are due on 1 April each year. The payment made by any Member joining between 1 January and 31 March shall cover their membership until 31 March the following year.

b. Non-Payment of Subscriptions. Any Member who has not paid their subscription by 30 June in any year shall automatically be removed from the list of Members. They shall not be entitled to attend General Meetings or events, receive publications or otherwise take part in the activities of the Association but may be reinstated at the discretion of the Executive Committee if payment is received late.

c. Waiving of Subscriptions. The Executive Committee may for special reasons wholly or partly waive the payment of any subscription.

8. Officers.

a. The Election of Officers. The following two officers of the Association shall be elected at the Annual General Meeting: the Chairman and the Honorary Secretary.

b. The Chairman. If the Chairman of the Association shall have held office for three years, he shall retire at the third Annual General Meeting after he was elected. He shall not be eligible for re-election at that meeting unless no other candidate has been nominated. However, he shall be eligible for re-election if the majority of the Members present at the meeting plus those voting at a distance as defined in Paragraph 11. g) resolve to suspend this rule.

c. Nominations for Chairman. Nominations for Chairman may be made by any Member and shall be received by the Honorary Secretary in writing, including by email, not less than twenty-eight days before the Annual General Meeting. At the same time, the person nominated shall indicate in writing their willingness to stand.

9. The Executive Committee. The business and affairs of the Association shall be managed by an Executive Committee as follows:

a. Composition. The Executive Committee shall consist of the Chairman and the Honorary Secretary plus up to thirteen Individual or Honorary Members and any persons co-opted under the provisions of Sub-Paragraph c) (iii) below.

b. Election and Terms of Service. The officers of the Association and other Members of the Executive Committee shall retire each year at the Annual General Meeting but shall be eligible for re-election.

c. Powers.

(1) General. The Executive Committee shall have the sole control and management of the income and property of the Association and the entire management and oversight of its affairs without exception.

(2) Sub-Committees. The Executive Committee shall have power to appoint sub-committees composed and for such purposes as they think fit and to delegate to any such sub-committee such of their own powers as they feel appropriate.

(3) Co-Option. The Executive Committee may co-opt Individual or Honorary Members to fill vacancies occurring on a one-for-one basis. In addition, it may co-opt up to three Individual or Honorary Members over and above the normal strength of the Committee. All co-opted Members shall retire from office at the Annual General Meeting following their appointment but shall be available for election.

(4) Division of Duties. The Executive Committee may appoint from within its own number individuals to carry out specific duties as may from time to time seem necessary including, for example: Vice Chairman, Treasurer, Editor of the Newsletter, Membership Secretary, Development Secretary, Events Secretary.

(5) Meetings. The Executive Committee shall meet not less than three times per year. Five Members of the Executive Committee shall form a quorum but the quorum shall be three members if the Executive Committee has fallen below ten members. Decisions taken out of committee including by email must be recorded in the Minutes at the next meeting of the Executive Committee.

(6) Honorary Officers. The Executive Committee may appoint Patrons, Presidents and Vice-Presidents or such other Honorary Officers as it thinks fit to hold office under such terms and for such periods as it may decide.

(7) Removal of a Member. The Executive Committee may resolve to remove one of its own members for non-attendance at meetings or for some other reason. The vacancy so created may be filled by co-option (see Paragraph c(iii) above).

10. Falklands Committee. The Aim and Activities of the Association as set down in Paragraphs 2. and 3. of this Constitution may be supported by a Committee in the Falkland Islands composed of Members of the Association as follows:

a. Rules. The Falklands Committee shall elect its own members in accordance with its own rules. The rules shall be made available to, and agreed by, the Association’s Executive Committee.

b. Finance. It may control its own bank account but the funds in it form part of the Association’s funds and shall be included in the Association's accounts. Bank statements and other records shall be provided to the Honorary Secretary on request. As far as local conditions allow, the rules set out in Paragraph 13. Finance below shall be followed.

c. Rights of Attendance. The Chairman of the Falklands Committee, or a person nominated by him or her, has the right to attend the meetings of the Executive Committee either in person or by electronic link providing it is reasonably possible to provide such a link. Similarly, the Chairman of the Executive Committee, or a person nominated by him, has the right to participate in meetings of the Falklands Committee by electronic link. Members of each committee have the right to attend meetings of the other committee in person when they are in the UK and the Falkland Islands respectively, providing they have given the relevant committee at least twenty-four hours' notice.

d. Minutes of Meetings. Minutes of the meetings of the Executive Committee shall be sent to the Chairman of the Falklands Committee. Minutes of the meetings of the Falklands Committee shall be sent to the Association's Honorary Secretary who shall make them available to the Executive Committee.

11. Annual General Meeting. General Meetings are of two kinds, the Annual General Meeting and Extraordinary General Meetings. The Annual General Meeting of the Association shall be held once in every calendar year as follows:

a. Convening. Not less than twenty-one days' notice of the time and place of the meeting shall be given to all Members and it shall specify the business of the meeting.

b. Chair. The chair shall be taken by the Chairman of the Association. In the absence of the Chairman, the chair shall be taken by the Deputy Chair or in his absence by an Executive Committee member decided by the Committee.

c. Quorum. The quorum shall be twenty Members present in person who may be Individual Members, Honorary Members or single representatives of Corporate Members. If there is no quorum at the time given for the start of the meeting, the Chairman may at his discretion delay the start. If, after the delay, there is still no quorum the Chairman shall terminate the meeting and cause it to be held at a later date.

e. Standard Business. The matters to be dealt with at the Annual General Meeting are:

(1) Report of the Executive Committee. To receive and if approved adopt the Annual Report of the Executive Committee.

(2) Accounts. To receive and if approved adopt the accounts of the Association to the end of the last preceding financial year.

(3) Accountants. To approve independent accountants who are be qualified to draw up the accounts and carry out a full audit if deemed appropriate by the Executive Committee.

(4) Resignations/Elections. To accept the resignations of the officers and members of the Executive Committee and to elect officers and members of the Executive Committee for the coming year.

(5) Comments and Questions from Members. To provide an opportunity for Members to make comments and ask questions. The Chairman shall have discretion in controlling and terminating this part of the meeting.

(6) Special Matters. To deal with any special matter which the Executive Committee desires to bring before the Members.

f. Notification of Business in Advance. Not less than fourteen days before the Annual General Meeting the agenda and supporting papers shall be posted on the Association's website. The papers shall be sufficient to enable Members to make informed decisions.

g. Voting.

(1) Voting Options. Members shall have the option of either voting at the Annual General Meeting in person or voting at a distance. Voting at the meeting in person is to be by a show of hands. Voting at a distance is to use a system involving the Association's website. It is not permitted for Members to vote twice, both at a distance and in person.

(2) Majority of Votes Decides. Every question shall be decided by a majority of votes cast after adding the votes of Members at the meeting in person and those who have voted at a distance.

(3) Tied Vote. In the case of a tied vote the Chairman of the meeting shall have a second or casting vote.

(4) Voting Rights. Every Individual and Corporate Member whose subscription is fully paid up to the date of the meeting has the right to one vote either in person or at a distance. All Honorary Members shall also have one vote.

12. Extraordinary General Meetings.

a. Convening. General Meetings between Annual General Meetings may be convened in special circumstances and they are known as Extraordinary General Meetings. The Executive Committee may convene an Extraordinary General Meeting at any time. In addition, if the Executive Committee receives a request in writing signed by not less than twenty Individual or Honorary Members it must within twenty-one days call an Extraordinary General Meeting of the Association. The convening document is to give the reason for calling the meeting and state the resolution it is intended to propose.

b. Business at the Meeting. No business shall be transacted at such meeting other than that specified in the notice and full details are to be given on the Associations' website not less than fourteen days before the meeting.

c. Amendments to the Resolution at the Meeting. Amendments to any resolution proposed at the meeting shall only be permitted at the discretion of the Chairman.

d. Conduct. The conduct of Extraordinary General Meetings is the same as for Annual General Meetings.

13. Finance.

a. Financial Year. Unless otherwise determined by the Executive Committee, the financial year of the Association shall end on the 31 March of each year.

b. Restrictions on the Use of Funds. The money and property of the Association shall be applied solely towards the furtherance of the Aim of the Association. However, payments may be made for:

(1) Expenses Claims. Repayment of expenses by anyone incurred on the Association's business. Such repayments shall be made in accordance with rules decided from time to time by the Executive Committee.

(2) Payment for Services. To any individual or organisation for services rendered to the Association. Every instance of a such a payment shall receive prior approval of the Executive Committee.

(3) Insurance. For Public Liability and other necessary insurances.

c. Honorary Treasurer. All money paid to and received by the Association shall be recorded by the member of the Executive Committee acting for the time being as the Honorary Treasurer.

d. Bank Accounts. All funds belonging to the Association shall be deposited in a bank account or accounts in the name of the Association.

e. Funds not needed for Immediate Use. Funds not needed for immediate use may be deposited in savings products available from UK high street banks.

f. Authorised Signatories. The Executive Committee shall nominate up to four of its number as authorised signatories who may have access to the bank accounts and may sign any cheque or money transfer order. The Executive Committee shall also determine the signing rules including financial limits and the occasions on which two signatures are required.

g. Annual Accounts. The Executive Committee shall place before the Members of the Association at each Annual General Meeting accounts produced by qualified accountants up to the end of the previous financial year. The accounts need not be fully audited. However, the Executive Committee may direct that the accounts are fully audited notwithstanding the additional expense that may be incurred.

h. Charitable Donations. The Executive Committee may at their discretion and with the agreement of the Falklands Committee make any charitable donation either in cash or other assets which shall further the Aim of the Association.

14. Property. The Association shall not own any land or buildings. At the discretion of the Executive Committee, the Association may own office equipment and other things necessary to its work. In the event of a bequest of land or buildings the Executive Committee shall take immediate steps for the property to be sold.

15. Employment of Staff. The Association shall not have any direct employees. However, it may pay individuals or organisations for services received including for example legal work, accountancy, website management and printing.

16. Notices. The accidental omission to give notice of a meeting or the non-receipt of a notice of a meeting by any Member shall not invalidate any proceedings or resolutions at any meeting of the Association or any Committee.

17. Records and Minutes. Minutes shall be kept of all General Meetings and all meetings of the Executive Committee, the Falklands Committee and sub-committees. Minutes of every such meeting shall be confirmed and signed by the Chairman of a subsequent meeting and when so confirmed and signed shall be conclusive as to all matters and things recorded.

18. Dissolution. A motion to dissolve the Association may only be made at a General Meeting and to effect a dissolution at least three-quarters of the Members voting in person or at a distance shall vote in favour of the dissolution. If a motion to dissolve the Association is carried, the Association’s funds, property and assets (if any) shall be disposed of for charitable purposes connected with the Falkland Islands or other charitable purposes as the Executive Committee shall determine. No Member of the Association shall receive any of the said funds, property and assets.

19. Alteration to the Constitution. The Constitution of the Association may be altered at any General Meeting of which the notice shall state the proposed change or changes. The votes of at least two-thirds of the votes cast shall be required to effect any alteration. Any amendment proposed at the meeting shall only be permitted at the discretion of the Chairman.

20. Interpretation of the Constitution.

a. Problems of Interpretation. If there Paragraph is any ambiguity or difference of opinion concerning the meaning or interpretation of any part of this Constitution and to deal with any matter not provided for in it, reference shall be made in writing to the Honorary Secretary of the Association who shall refer the matter to the Executive Committee. The decision of the Executive Committee shall be final and binding upon all parties.

b. Gender. In this Constitution words which appear to imply one sex also apply to others.

 

This revised Constitution was proposed to the Membership at the Annual General Meeting on 7 December 2019 and was agreed. The revision was undertaken by the Executive Committee consisting of the following:

 

Name

David Ainslie

Nina Ashton

Mike Bowles

Karen Clapp

John Duncan - Chairman

Peter Johnson

Tym Marsh - Hon Secretary

Paul Martinez

John Maskell-Bott

Deborah Northwood

Saul Pitaluga - Deputy Chairman

Alexandra Shackleton

Tamsin Cunningham

Beverley Verwoert

Steve Wiggins

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