Constitution of the Pacific Islands Museums Association (PIMA)

NAME

 

The name of the association shall be the Pacific Islands Museum Association, designated by the acronym PIMA and referred to through this constitution as PIMA.

 

INTERPRETATION

 

Pacific Islands; all Pacific Island countries, states, territories including Australia and New Zealand.

 

Members: means museums, cultural centers, individuals, firms, corporate bodies, affiliated commercial, and industrial organization for-profit or non-profit who supports the vision, aim, and the activities of PIMA.

 

Museum: means and shall also include any cultural centre, cultural institution, cultural organisation, cultural association and interpretative centres.

 

Executive Board: means the Chairperson, Vice-Chairperson, Treasurer, Secretary and 3 officers and through the constitution referred to as the Board.

 

CHARITABLE PURPOSE

 

PIMA is a regional, multilingual, multicultural, non-profit organisation that:

• Assists museums, cultural centres and peoples to preserve Pacific Islands heritage
• Develops community participation in heritage management
• Brings together museums and cultural centres in Pacific Islands to develop their capacity of members to identify, research, manage, interpret and nurture cultural and natural heritage;
• Advocates the development of regional cultural resource management policies and practices facilitate training, and provides a forum for the exchange of ideas and skills;
• Provides and encourages regional and global education and linkages which support Pacific Islands heritage preservation.

 

OBJECTIVES

 

1. To represent the interests and concerns of museums and  cultural centres in the region
2. To develop communication links that bring together professionals and institutions in support of Pacific Islands Heritage Management.

• To promote community involvement in the vision of PIMA through consultation, education and access activities.

1. To enhance human resources through education and training.
2. To develop and promote ethics and standards
3. To advise and work with governments and other agencies in matters of heritage management and policy

• To facilitate the protection and restitution of tangible and intangible cultural property
• To market PIMA

 

MEMBERSHIP  

 

Members of the association shall consist of museums, cultural centres and non-profit organisations, profit organisations and individuals, which support the PIMA, vision, aims and activities, upon payment of relevant subscription.

 

SUBSCRIPTION

 

1. Institutional voting membership: Museums, cultural centres and related non-profit institutions based in the Pacific Islands, which support the PIMA vision, aims and activities and have paid the fee.

Fee Scale:

Staff of less than 10 = $50

Staff of 10 to 25 = $100

Staff of 25 or more = $200

Associate non-voting membership: other institutions which support the PIMA

           vision

     III. Individual Membership: membership shall be open to all persons who support the

           vision, aims, and activities of PIMA. Only the individuals from the Pacific Islands

           shall be voting members and individuals outside the Pacific Islands region shall be

           non-voting members:

           Membership Fee: US $50

1. Honorary Members: may be invited to become members of PIMA on such terms

           and conditions of the Board.

1. Corporate Non-Voting Membership: the board will decide on such terms and

           Conditions as to which corporation may be members of PIMA.

Membership fee US $ paid annually (amount to be paid depending upon budget

           and size of the company)

 

           Each Voting or non-voting member of PIMA shall pay the membership fees each

           Year to the Secretariat of PIMA. Rates are subject to change.

        

           Privileges of Members shall include the right to benefit from the activities of

           PIMA.

  

           Non-payment of Membership dues six months after the expiry dates of the

           Membership will result in the cancellation of membership.

EXECUTIVE BOARD

 

1. The Executive Board shall consist of seven elected members. These shall include the Chairperson, Vice-Chairperson, Secretary, Treasurer and 3 members. (The Executive Board members, Annex A) Four of whom must

            Represent a museum.

1. The Executive Board shall have full powers of administration and management.

• The Executive Board may delegate in writing some of its powers to one or several of its members, who shall report to the Executive Board.

1. The Executive Board shall have the power to establish such groups, committees and further bodies or programmes, as it deems necessary for the execution of its tasks. Such groups, committees and further bodies or programmes shall report to the Executive Board.
2. The Executive Board may invite representatives of bodies or individuals to attend its meetings in a consultative capacity if this is deemed desirable for the satisfactory execution of its tasks.
3. A Board member may be relieved of their duties by sending a letter of resignation by fax, email and/or post to the Secretary-General of PIMA. S/He shall cease being a part of the Executive Board within 6 months of receipt of the letter or if the position can be filled sooner.

• Resignations will be accepted or refused by the Board.

 

OFFICE

 

1. The Secretariats registered office of PIMA shall be situated in the Pacific

The region at such place for the time being as may be decided by the Board. The first registered office of the PIMA Secretariat shall be in Suva, Fiji. c/- Fiji Museum, P O Box 2023, Government Buildings, Suva, Fiji.

 

1. Due notice of every change of situation of the registered office shall be given

to the Registrar of the Incorporated Societies

 

• All notices required to be sent to PIMA shall be sent to the Registered Office.

 

SECRETARIAT OF PIMA

 

1. The Secretariat of the PIMA shall be headed by a Secretary-General who shall

be appointed by the Board.  

   

1. The Secretary-General shall be responsible for the daily performance of the

Administrative and organisational work of PIMA. Guidelines and directions are to be provided by the Board.

  

• S/he shall consult with the Chairperson on all matters that have not

previously been decided in the Secretary-General’s contract.

 

1. The Secretary-General shall attend and participate in all meetings of the Board,

Provided his/her own position is not under discussion. S/He shall act in an advisory capacity but shall not vote.

 

1. v)         The Secretary-General shall appoint such other staff members as s/he considers necessary for the work of the Secretariat, within the limits of the approved budget.

 

1. vi)        The Board shall authorise the appointment and determine the conditions of service of staff members of PIMA.

 

EXCLUSION/EXPULSION OF MEMBERS

 

Members of PIMA may be expelled by the Board on the following grounds:

 

1. i)     If a member behaves or conducts themselves in a way that injures the character and integrity of PIMA.

 

1. Any person or organisation may make a complaint to the Executive Board that

The conduct of a member of the Society is or has been injurious to the character and integrity of the PIMA. Every such complaint will be in writing and address to the

Secretariat.

 

• If the Board considers that there is sufficient substance to the complaint, it may

Invite the member to attend a meeting of the Board and to offer a written and/or oral explanation of the member’s conduct.

 

1. The Board will give the member 1 months notice of the meeting. The notice will:

 

• Sufficiently inform the member of the complaint so that the memb3er can offer an explanation of the member’s conduct
• Inform the member that if the Board is not satisfied with that the member’s explanation the Board may expel the  member from PIMA

 

1. If the meeting of the Board decides to expel the member from PIMA the member

Will cease to be a member of PIMA.

 

1. And other matters that the board sees fit.

 

ELECTION OF EXECUTIVE BOARD

 

1. The Chairperson, Vice-Chairperson Treasurer, Secretary and 3 Officers shall be

Elected at each Annual General Meeting Falling in an election year.

 

1. The members with voting status shall be entitled to elect the Chairperson and

Members of the Executive Board. The term of office will be three years, with a

Maximum of two consecutive terms (six years) per member.

 

Voting shall be via: post, fax, email, or physical presence by show of hands.

 

• Membership of the Board will be restricted to the Pacific Islands. No one

Country/territory may have more than one member on the Board.

 

1. The Board will have the power to co-opt any appointment that may arise in the

Board or until the next Annual General Meeting

 

1. Nomination for elected positions on the Executive Board shall be by a way of

Written nomination signed by a current member and endorsed with the consent of the nominee and given to the Secretary-General prior to the commencement of the Annual General Meeting. If there are insufficient nominations to fill the vacant positions on the Executive Board, oral nominations may be received at the Annual

General Meeting, provided that no member will be elected who has not consented to be nominated.

 

1. Proxy notes may be exercised provided that written authority (fax, email or post)

is provided to the proxy.

 

• No member shall cast more than two proxy votes.

 

MEETING OF THE EXECUTIVE BOARD

 

1. The Board Meeting shall be held at least once a year, at such time and place as the

Board may decide. The Board subject to this constitution may regulate its own procedure.

 

1. ii)       At least 2 months prior, a notice of the meeting of the Board shall normally be given

           by the Secretary-General to all the Board Members.

 

iii)      Meetings can be held in person or by any other means of communication (such as

           telephone, video conference) as decided by the Board from time to time.

 

1. iv)       Four members present shall constitute a quorum.

 

1. v)        All matters will if possible be decided by consensus. In the event that a

           consensus can not be reached then a decision shall be carried by a simple majority vote. In case of equal voting, the Chairperson shall cast the deciding vote.

 

1. vi)      Votes shall be cast according to the show of hands, or other indication of ascent.

• No member can cast more than 2 proxy votes.

 

viii)     Each meeting will be chaired by the Chairperson of the board, or in absence of his/her presence, the Vice-Chairperson. In the absence of the Chairperson and

            vice-Chairperson, the Board will elect a person to chair the meeting from

            amongst the members present.

 

1. ix) The Secretary will ensure that a minute book is maintained which is available

to any member of PIMA and at each meeting of the Executive Board records

• Names of those present
• All decisions which are required by the constitution or by law to be made by PIMA; and
• Any other matters discussed at the meeting

 

1. The Board will be at all times be bound by the decisions of the members at the meeting.

 

ANNUAL GENERAL MEETING

 

1. i)     The Annual Meeting shall be held annually upon the provision of at least 2 months notice, via fax, email and/or post, to all members entitled to attend, on a date and time and place approved by the Executive Board.

 

1. The Annual Meeting will carry out the following business:

• Receive and adopt the minutes of the previous Annual General Meeting and of any other meeting held since the last meeting
• Receive the Secretariat’s report on the activities of PIMA over the last year or since the last meeting and proposed priorities and direction for the current year.
• Receive the balance sheet and statement of income and expenditures for the past year and estimate of income and expenditures for the current year
• Elect the Executive Board Members (see section 10) if it is an election year, which is, held every three years.
• Appoint an auditor for PIMA
• Conduct any other business which may be properly brought before the meeting.

 

SPECIAL MEETING

 

1. A Special Meeting may be called by the Executive Board or by a written request by a member(s) delivered to the Secretariat approved by the Executive Board.
2. A special meeting will only consider business related to the reasons for which it was called.

 

FINANCES

 

PIMA shall derive its finances from:

 

• Members subscriptions, determined by the Executive Board.
• Income from services such as the sale of publications, etc.
• Gifts, donations, grants, sponsors and other resources, subject to a decision of the Executive Board.

 

The accounts shall be closed on 31^st December of each year.

1. The accounts of the closed financial years, audited by a chartered accountant appointed by the Board.
2. Biennial guidelines for financial planning

 

The Board shall adopt an annual budget for PIMA in accordance with the annual guidelines approved for financial planning.

 

BANKING ACCOUNTS

 

The Current Banking account of PIMA shall be kept at the Bank or Banks approved by the Executive Board. All money received on behalf of the PIMA shall be paid into such account and all cheques drawn thereon shall be signed by the Secretary-General and any of the following; Chairman, Vice-Chairman, Secretary, Treasurer, or one other Member of the Executive Board.

 

TREASURER

 

There shall be a member PIMA who shall be called the Treasurer and who shall be appointed upon such terms and conditions as the Executive shall think fit.

 

It shall be the duty of the Treasurer to pay all accounts for debts and services incurred by PIMA; to keep proper books of accounts with the prior approval of the Executive Board, to prepare and submit for its approval the Annual Accounts of PIMA and also such other Accounts and or Statements relating to the financial affairs of PIMA as the Executive may from time to time require: generally carry out and perform such other duties as from time to time may be assigned by the Executive with the power to delegate all or any such duties to other members of PIMA with the consent of the Board.

 

The Treasurer shall be a member of the Board.

 

ASSETS

 

Lap-top computer and printer

 

AUDIT

 

1. An auditor of auditors shall be appointed at the Annual Meeting. The Executive shall decide the remuneration.
2. It shall be duty of the Auditor or Auditors to make a report to the member at the Annual Meeting

 

COMMON SEAL

 

There shall be a common seal decided by the Board of Trustees.

 

BOARD OF TRUSTEES

 

1. There shall be four Trustees  (1 being a Fijian resident) who shall be elected by the members in General or Special General Meeting. The four trustees are (annex B)
2. The Board of Trustees shall be competent to conclude contracts with regard to deeds of purchase or sale of property or encumbrances on the property.

• The property of the PIMA, subject to the liabilities thereof, shall be invested in the Trustees upon trust for the members for the time being subject

 

1. iv)       Trustees shall not be under any personal liability in respect to assets or liabilities

           of PIMA and PIMA shall indemnify the Trustees against liability costs expenses

           or claims.

 

1. Every Board of Trustees is incorporated under the provisions of the Act. Cap 67 shall

have perpetual succession and a common seal, and may hold real and personal

property of whatsoever nature, sue and be sued in all proceedings civil and criminal, and do and suffer to be done all that corporate bodies may do and suffer

to be done. The Executive Board will act as advisors to these proceedings.

 

1. Role of trustees: raising the awareness and profile of PIMA at the national,

regional and international, as approved by the Board.

 

REMOVAL OF EXECUTIVE BOARD MEMBERS OR TRUSTEES

 

1. Any member of the Executive or Trustees may be removed from office by a vote

Of the majority of those present at a Special General Meeting of PIMA expressly called for the purpose of considering such removal.

 

1. Not less than seven days notice in writing of the convening of such Special

Special Meeting and of the intention to move for removal of the Executive Board given by a notice posted, emailed, faxed or delivered by the secretariat to each member at their last known contact details not less than seven days before the date

appointed for the meeting.

 

• The Executive Board Member Officer or Trustees whose removal is to be

Considered shall be given full opportunity of answering any charge against him or her and of calling evidence before such Special Meeting

 

1. The voting of such meeting shall be in Secret ballot

 

1. Resignation of Trustees and Executive Board members, by notice in writing.

 

ALTERATION OF RULES

 

Amendments to this Constitution may be made at any Meeting of PIMA, including a Special Meeting, provided that two month’s notice of the proposed amendment has been given by the Secretariat from the Executive Board to the Members. Decisions on questions affecting the Constitution shall be taken by majority vote and shall have effect as soon as the amendment is adopted by the Meeting.

 

CONFLICT OF INTEREST CLAUSE

 

Any conflicts of interest to PIMA that may damage the associations’ reputation will not be tolerated by the Board. The association must keep to the PIMA’s vision, mission, and aims, any member with a potential conflict must decline that interest to the Executive Board which shall give some direction as sees fit.

 

WINDING-UP

 

1. PIMA may be wound up by a resolution passed at the Annual General Meeting of the Members or at a Special Meeting called for the purpose of considering the winding up of PIMA. Such a meeting shall be held not less than one month from giving of notice to the members of the intention to move the winding-up resolution.
2. The votes of at least two-thirds of all financial members personally present at such

The meeting shall be necessary before any resolution can be passed. On the winding-up of the PIMA, the assets vest in the Trustees for disposal in accordance with the law.

 

GOVERNING LAW

 

The governing law shall be that applying in the Republic of the Fiji Islands.