CONSTITUTION AND RULES NAME
1. THE name of the Society shall be "THE SOCIETY OF FIJI TRAVEL ASSOCIATES".
2. THE objects for which the Society is established are :
a) To secure to the Society all the advantages of lawful unanimity of actions;
b) To unite in one organisation those persons, firms or corporations engaged in the sale of all travel facilities to, from and within the Fiji Islands.
c) To establish and maintain a code of ethics for all its members;
d) To protect and promote the mutual interests of the members of the Society;
e) To acquaint the traveller of the services which members are able to render with a view to establishing that membership of the Society is a guarantee of competence and integrity;
f) To discourage unfair competition without in any way interfering with initiative and enterprise based on fair trading;
g) To promote or oppose legislative and other measures affecting the Fiji Tourism Industry in general;
h) To do all such other lawful things as may be deemed incidental or conductive to the attainment of the above objects;
REGISTERED OFFICE
3. THE registered office shall be at such place or places as the Executive shall from time to time determine.
MEMBERSHIP
4.1 Full Members
a. Inbound Tour Operator/Wholesaler
Persons, Firms or Corporations normally and regularly engaged in the coordination, booking and of inbound Fiji itinerarie.
b. Tour Operator
Persons, Firms or Corporations normally and regularly engaged in the business of excursions, tours, cruises, sightseeing, diving, entertainment and other tourist attractions.
c. Transport Operator
Persons, Firms or Corporations normally and regularly engaged in the provision of air, sea or ground transport.
d. Travel Agent
Persons, Firms or Corporations normally and regularly carrying on the business of reservations, ticketing of International Travel and related arrangements to outbound
4.2 Associate Member
Persons, Firms or Corporations engaged in allied and kindred business within the ambit of the tourist industry including Hotels, Resorts, accommodations, banks, shops, newspapers, periodicals, etc. Associate Members shall have all the rights and privileges of Full Members except to vote and hold office.
4.3 Honorary Member
The Executive Committee may confer Honorary Membership on any member who shall have rendered some distinguished service to the Society. Honorary Members shall have all the rights and privileges of Full Members except to vote and hold office. Honorary Members shall not be required to pay dues.
4.4 As soon as possible after the receipt of an application for membership supported by a Bank Reference, the Executive Committee shall cause the name and address of the applicant to be inserted in the notice calling the next monthly Executive Committee meeting, together with an invitation to members to state in writing any valid objection to such applicant being admitted to membership. The Executive Committee shall then consider the applicant together with such information concerning the applicant as it may require including applicable insurance policies, such as public liability insurance, with a value to be agreed upon with the Society, and FTIB approval to conduct business in Fiji if the applicant is an overseas or joint venture company and if the applicant is, in the opinion of the Executive Committee, qualified to become a member of the Society the Executive Committee may thereupon declare the applicant a member of the Society or the Executive Committee may in its discretion refuse the application without giving any reasons for so doing. If any application is refused, the person, named in such application shall not be permitted or entitled to apply again for membership and shall not be eligible to become a member of the Society until the expiration of a period of 12 months from the date of the meeting at which such application was not approved by the Executive Committee.
CESSATION OF MEMBERSHIP
5. A member shall cease to be a member:
1. If the member gives to the Secretary written notice of resignation from the membership, or
2. If the member fails to pay subscription within 30 days after the due date of payment; or
3. If the member, having committed some act or been guilty of behaviour inconsistent with membership of the Society, the Executive Committee resolves by a majority of three quarters to remove the member from membership; or
4. If the member shall go into liquidation or a receiver of its undertaking shall be appointed, or a petition is filed or meeting convened with a view to the liquidation of the member; or
5. If the member suspends payment or compromises with its creditors; or
6. If for any reason the member ceases to be engaged in the business for which the Society is formed.
DISCIPLINE AND EXPULSION OF MEMBERS
6.1 If it should come to the knowledge of the Executive Committee that a member has been guilty or appears to have been guilty of breach of any of the rules of the Society or of any conduct unworthy of a member or which is or might be injurious or prejudicial to the interest of the Society or its members or any of them The Executive Committee may set up a sub committee to inquire into such matter.
The Executive Committee shall consider the report or reports of the sub-committee together with the notes, if any, of the evidence taken by it and exhibits lodged and the statements or explanations of the member concerned and if satisfied that the member has been guilty of any breach of conduct or of these rules may by resolution passed by two-thirds of the Executive Committee expel such member. The sub-committee to be set up as aforesaid shall consist of 3 members of the Executive Committee having no direct interest in the matter under inquiry and shall cause written notice addressed to such members to be served personally upon him or delivered at or sent by registered post addressed to his registered address, indicating the nature of the breach or offence with which he is charged and calling upon him to attend with his witness(es) (if any) before the sub-committee at such time not being earlier than seven days after the time of delivery or posting of such notice as the sub-committee shall think fit and if such member or any witness or witnesses on his behalf attend at such time and place the sub-committee shall hear such witness(es) and member.
The sub-committee shall thereupon collectively or individually if the members thereof cannot agree, forward to the Executive Committee by a written report or reports as to its or their finding or findings, and recommendation together with any notes of evidence taken and any written statement submitted by the accused member and any exhibits lodged.
6.2 In lieu of expelling a member found guilty under the preceding sub-rule, the Executive may by a majority of two thirds of its members impose a fine not exceeding Two Hundred Dollars ($200) which shall be paid by the member to the Secretary or the Treasurer within 14 days after the Secretary has given written notice of the imposition thereof.
REGISTER OF MEMBERS
7. The Secretary shall cause to have maintained a Register showing the names and addresses of the members of the Society and containing a record of the subscriptions paid by each member and the period to which such payments relate. The Secretary shall, on instructions from the Executive, purge the Register from time to time of any member who has resigned, been expelled or whose membership has been cancelled, but such purging shall not free members from liability to pay any money then due to the Society.
MEMBERSHIP FEES AND CALLS
8. 1. Annual Membership Fees shall apply for:
Full Members and Associate members.
2. The amount of such annual subscription may be determined by a simple majority vote at the Annual General Meeting of the Society;
3. The annual subscription shall be payable for one year in advance and shall become due on the 1st April of each year, the end of the financial year being the 28th February;
4. The Executive Committee shall have the power to commute pro rata the annual subscription in the case of a member being admitted during the last six months of the financial year.
5. The Executive Committee shall have the power, from time to time to request Full Members to make financial contributions towards certain projects when and if necessary. Such projects must be approved by the majority of the membership.
EXECUTIVE COMMITTEE
9. 1. The affairs of the Society shall be managed by the Executive Committee who may exercise all the powers of the Society which are not by these rules required to be exercised by the Society in general meeting, subject nevertheless to the provisions of any law or these rules and to such regulations (being not inconsistent with any of the provisions of these rules) as may be prescribed by the Society in general meeting shall invalidate any prior act of the Executive Committee which would have been valid if such regulation had not been made.
2. a. The elected officers of the Society shall be President, Vice President, Secretary (excluded if appointed), Treasurer, Immediate Past President and five (5) members of the committee, having the qualification hereinafter defined and to be elected as hereinafter provided. The Executive Officers and committee members shall comprise of eleven (11) members (including the Secretary if appointed), i.e. three (3) Full Members each from category (a) Inbound Tour Operator/Wholesaler, category (b) Tour Operator and category (c) Transport Operator and one (1) Full Member from category (d) Travel Agent.
b. An Executive Officer may be appointed by the Executive Committee either honorarily or upon terms and conditions set and approved by the Executive Committee and shall have the powers and duties as the Executive Committee deems necessary.
c. The Executive Committee may appoint the Executive Officer to fill the vacancy when the office of secretary or the office of Treasurer is vacant.
d. The Executive Committee shall have the right to co-opt up to four (4) representatives of recognised Associations active in the tourism industry, to the Executive Committee. Representatives so co-opted have no voting rights and are not liable to pay a membership fee.
3. The Executive Committee shall have the power at any time and from time to time to appoint any other person as a member of the Executive Committee, either to fill a casual vacancy, or as an addition to the Executive Committee but the total number of the Executive Committee shall not at any time exceed the maximum number authorised by these rules except where the Executive Committee has increased the number to accommodate representatives of Associations as expressed in section 9.2. and a Secretary if appointed. The Executive Committee member so appointed shall hold office only until the following ordinary general meeting and shall then be eligible for re-election.
4. A member of the Executive Committee may at any time give notice in writing of his wish to resign by delivering such notice to the Society.
5. A member of the Executive Committee may, with the approval of the Executive Committee appoint a suitable person from the same company or of the same membership group to be an alternate or substitute member of the Executive Committee for a maximum of three meetings in one financial year, and such appointee whilst he holds office as an alternate shall be entitled to notice of meetings and to attend and vote thereat, but he shall ipsofacto vacate office if and when the appointor vacates or ceases to hold office as a member of the Executive Committee or removes the appointee from office, and any appointment and removal shall be made in writing.
10. ELECTION OF OFFICE BEARERS
1. Elections
At each Annual General Meeting, the President and members of the Executive Committee shall stand down. The vacancies thus created shall be filled by ballot, subject to the provisions contained herein.
2. Nominations from Floor
Any Full member shall have right at the Annual General
Meeting to make nominations from the floor for the Executive Committee, and upon being duly seconded, such nominations shall be submitted to the vote of the membership together with written nominations already submitted. The vacant offices shall be filled by the candidate or candidates receiving the higher number of votes and such candidate or candidates shall be declared elected.
3. The retiring President shall automatically become the Immediate Past President for the period of one (1) year, with full voting powers of an Executive Committee member. For the year where there is no immediate past President position, then this position reverts to an Executive Committee vacancy.
11. PROCEEDINGS OF EXECUTIVE COMMITTEE
1. The Executive Committee may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit. Five (5) full members of the Executive Committee shall be a quorum.
2. Questions, arising at any meeting of the Executive Committee shall be decided by a majority of votes, each member of the Executive Committee present in person being entitled to one Vote, and the Chairman of the Executive Committee shall have a casting vote.
3. The President shall act at all times as Chairman. In the absence of the President or if he should be unwilling to act, the Vice President shall be entitled to take the chair, but if at any meeting neither the President nor the Vice President shall be present or willing to act as Chairman the members of the Executive Committee present shall choose one of their members to be Chairman of such meeting. Notice of such meetings to be published in at least one English daily newspaper and/or in a circular sent to members.
4. The Executive Committee shall cause minutes to be made in books provided for the purpose of all resolutions and proceedings of general meetings and of meetings of the Executive Committee, and such minutes signed by any person purporting to be the Chairman of the meeting to which they relate or at which they are read, shall be received as conclusive evidence of the facts therein stated.
5. A resolution in writing signed by all the members of the Executive Committee shall be as valid and effectual in all respects as if it had been passed at a meeting of the Executive Committee duly convened.
GENERAL MEETINGS
12. 1. General Meetings shall be held once at least in every calendar year at such time, not being more than fifteen months after the holding of the last preceding General Meeting, and at such place as may be determined by the Executive Committee.
2. The Executive Committee may whenever they think fit convene a General Meeting, and they shall do so on the requisition of not less than 10 Financial Full Members. Upon receipt of such requisition the Committee shall forthwith proceed to convene a General Meeting to be held within twenty-one days from the receipt of the requisition. In default, not less than seven of the requisitionists may themselves convene the meeting to be held within one month after such requisition. Any meeting convened under this clause by the requisitionist shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the committee.
3. Not less than fourteen days notice of any General Meeting specifying the day, hour and place of the meeting, and in cases of special business, the general nature of the business to be transacted shall be given in the manner hereinafter mentioned and the accidental omission to give the non-receipt of such notice by any member shall not invalidate the proceedings at any general meeting. Notice of such meeting to be published in at least one English daily newspaper and/or in a circular sent to members.
4. Ten (10) Financial Full Members personally present shall be a quorum for any general meeting and no business shall be transacted unless a quorum be present at the commencement of the business.
5. The President shall be entitled to take the chair at every General Meeting at which he is present, but in his absence, or if he shall be unwilling to act, the Vice President, shall be entitled to take the chair, but if at any meeting neither the President nor the Vice President shall be present or willing to act, the members present shall choose another member of the Committee to act as Chairman and if no member of the Committee is present, or if they decline to take the chair, then the members present shall choose one of their number to be Chairman of that General Meeting.
6. The Chairman of a General Meeting may, with the consent, of the meeting, adjourn any General Meeting from time to time and from place to place.
7. In the event that a majority of those persons present and entitled to vote require a secret ballot then such ballot shall be conducted in the following manner that is to say the Chairman of the meeting at which the ballot is taken shall appoint two scrutineers who shall assist in the conduct of the vote by ballot and the Secretary shall supply the scrutineers with a list of names and numbers of financial members present. The scrutineers shall hand out the ballot papers and shall keep the record on the sheet supplied by Secretary to those voting, such record to correspond with the number of ballot papers given out. Financial members having voted, must place the papers in the ballot box which shall be under strict supervision of the scrutineers and who in conjunction with the Chairman of the meeting shall count the votes. 8. A member may appoint a proxy to vote at any general meeting in his place, and the instrument appointing the proxy shall be in writing under the hand of the appointer or his attorney, or if the appointor be a corporation, under its common seal or signed by the chairman, manager or Secretary of the corporation.
POWER OF OFFICERS
13. WITHOUT in any way restricting the generality of the powers contained in Rules 6 and 7 the Executive Committee may from time to time:
1. Appoint persons who may on behalf of the Society make, accept, draw, sign, endorse and negotiate, as the case may be, promissory notes, bills, cheques, or other negotiable instruments;
2. Appoint and remove employees, and fix their salaries;
3. Appoint any person or persons to hold in trust for the Society any property, and execute and do all such deeds and things as may be requisite in elation thereto;
4. Institute, conduct, defend, compound or abandon legal proceedings or arbitrations by or against the Society or its officers or otherwise concerning the affairs of the Society;
5. Determine who shall be entitled to sign or endorse on the Society's behalf, bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and other documents;
6. Make, amend, vary and rescind by-laws not inconsistent with these rules as they may deem necessary, expedient or convenient of the proper conduct or management of the Society PROVIDED HOWEVER that notwithstanding anything herein before contained the committee and any agent of delegate of the committee is hereby expressly prohibited from pledging the credit of all or any of the members of the Society and all claims whether in respect of contracts or otherwise, shall be satisfied from the funds of the Society.
7. The Executive Committee shall have the power to appoint and to instruct delegates or representatives to bodies with which the Society is affiliated or which have provision for representation of the Society at their meetings, or which have as their object the inquiry into or settlement of industrial disputes.
REMOVAL OF OFFICERS
14.1.a. Any member of the Executive Committee may be removed from his office by a vote of the majority of those present at a Special General Meeting of the Society expressly called for the purpose of considering such removal;
b. Not less than fourteen days' notice in writing of the convening of such Special General Meeting and of the intention to move for the removal of the officer concerned shall be given to each member and to the officer concerned;
c. The officer whose removal is to be considered shall be given full opportunity of answering any charge against him and of calling evidence before such Special general meeting;
d. The voting at such Special General Meeting shall be by secret ballot;
2. The office of the member of the Committee shall ipsofacto be vacated if he ceases to be a member of the Society of if by notice in writing he resigns his office, or if he is removed under Rules 5 and 6.
AUDITOR
15. The accounts of the Society shall be audited by an Auditor to be appointed each year at the Annual General Meeting. In case of the death or incapacity of the Auditor so appointed or in case no Auditor is so appointed the Executive Committee shall appoint one.
FINANCIAL PROVISIONS
16.1. The financial year of the Society shall commence on the first day of March in each year and expire on the last day of February twelve (12) months later.
2. At the conclusion of each financial year the Executive Committee shall cause to have prepared a true and correct account of the receipts and expenditure of the Society and of the Balance Sheet, both of which shall be audited by the Auditor and shall be presented to the Annual General Meeting next ensuing. Such audited accounts and auditors report shall be circulated amongst the members with the notice calling the annual general meeting and copies thereof shall be delivered to the office of the Registrar-General for filing in accordance with the law.
3. The Society at its Annual General Meeting by a resolution passed by a three-quarter majority of those present in person and entitled to vote thereat shall have power to make a levy on the members payable on a date to be fixed by it to provide additional funds for any of the purposes of the Society. Every member shall be served by the Executive Committee within twenty-eight days of such date or of the date of service whichever is the later date.
4. The funds of the Society shall be banked in such Bank as the Executive Committee may from time to time decide and such account shall be operated by the signature of the Treasurer together with any other nominated Executive Officers of the Executive Committee.
5. The Executive Committee by vote of not less than two-thirds of its members may for such cause as it thinks sufficient remit in whole or in part any subscription or levy due by a member.
6. Every member of the Society may inspect the books, records and accounts of the Society and the register of members and all audited accounts and auditors reports at the registered office at any reasonable time on making application to the Executive Committee.
7. The funds of the Society shall be applied only for those purposes enumerated in Rule 2 of the Societies Constitution and Rules.
PROPERTY
17. All real or personal property of the Society shall be held in the name and title of the Society.
ALTERATION OF CONSTITUTION AND RULES
18. THE Society may alter all or any of these rules or make new rules to the exclusion of or in addition to all or any of these Rules by a resolution of the members passed at a duly constituted General Meeting of the Society by a majority of not less than three-quarters of the members present in person and entitled to vote thereat PROVIDED that the notice convening such meeting states that alterations of the Rules will be considered thereat and indicates the general nature of the proposed alteration AND PROVIDED FURTHER that the said notice is given to each member in writing not less than five clear days before the date of the meeting.
BY LAWS
19. THE Society may make By-Laws for its good government not inconsistent with these Rules.
WINDING-UP
20. THE Society may be wound up by a resolution passed at a Special General Meeting of the Society called for the purpose of considering the winding up of the Society such meeting to be held not less than one month from the giving of notice to the members of the intention to move the winding up resolution. If upon such winding up there remains after satisfaction of all debts and liabilities of the Society and property or assets whatsoever such property or assets shall be disposed of in manner directed by the resolution to wind-up and failing any such direction shall be distributed amongst the member pro rate to the total of the annual subscription paid by the members for the five years immediately preceding the winding up. |