Bylaws of the West Fataleka Foundation

Article I: Membership

Section 1: Individuals or organisations may apply to the President for admission. Applications shall be reviewed and verified by the Executive Committee and applicants deemed qualified given written offer of membership. Membership shall be activated upon payment of an annual membership fee and the issuance of a membership certificate.

Section 2: The membership fee shall be SBD$50 per year and may be reviewed every third year at the discretion of the Council.

Section 3: Members may terminate membership by written notification to the Executive Committee and to return certificates. Members whose annual membership dues lapsed by one month shall be dropped from membership. Lapsed members may be reinstated upon payment of dues for the current year.

Section 4: Individuals, organisations, either profit or non-profit, and families may become WFF Supporters on payment of an annual contribution. Supporters shall have no voting rights but may receive published reports of the organisations activities including the appropriate independent audited financial report.

Section 5: Members rights: The right to vote in the authorised member’s meeting and to stand for election; To participate in WFF organized activities; With the right to make comments, advice and monitoring the operations of WFF; the right to veto any decisions of the Executive Council as provided for in the Constitution (Article VI Section 6); With the right to enjoy free and shared information, consultancy and other related services.

Section 6: Members obligations: To pursue policies, implement resolutions and full fill the missions assigned by WFF; To render membership fee according to related regulations; To undertake coordination in relation with the operations of WFF.

Section 7: The membership year shall be the fiscal year – its specification the discretion of the Executive committee.

Article II: Meetings

Section 1: Annual General Meetings: There shall be an Annual General Meeting of members of WFF to be authorised and convened by the Executive committee no later than one year from the previous meeting.

Section 2: Special Meetings. The Council, Executive Committee or the membership (as provided for in the Constitution; Article VI, Section 4 & 6) may call a special meeting of the general membership. Only agendas specified in the call shall be discussed at those meetings.

Section 3: A month's notice must be given to convene an authorised member’s meeting.

Section 4: Each member of WFF shall be allowed representation by one vote.

Section 5: Each member may select a representative to participate at an authorised WFF meeting. The name of the representative shall be sent to the Secretary with a copy to the President.

Section 6: Agenda items to be considered at an authorised WFF members meeting are to be submitted to the President with a copy to the Secretary.

Section 7: The preparation and distribution of the minutes of an authorised WFF member’s meeting is the responsibility of the President. Minutes will be published no later than two months from termination of the meeting.

Section 8: The quorum of a member’s meeting shall be more than fifty per cent of membership.

Section 9: Members may vote at a membership meeting by postal/electronic means without being required to attend in person.


Article III: Nominations and Elections

Section 1: The Executive Committee shall one month prior to the Annual General Meeting appoint an elections committee to oversee the reception of nominations and conduct the election processes of the WFF. Candidates for the election committee shall be appointed from the general membership and shall not be a member of the Council or the Executive Committee.

Section 2: Members shall at any other authorized WFF members meeting nominate and elect from among the general membership officers to the Council (Vice-chairman and three others) and the Executive Committee (the positions of the President, Vice-President, Secretary, the Treasurer and two other members).

Section 3: For each office of the Council and the Executive Committee, the candidate receiving the largest number of votes shall be deemed elected to that office. In the event of a vote-tie, the election committee shall decide the vote by poll.

Section 4: The President shall appoint from the general membership persons to any committee authorized by the Council to carry any agendas of the WFF.


Article IV: Order of Business

1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.

Article V: Council

Section 1: Authority. The authority of the Council includes: to formulate and propose amendments to the Constitution of WFF; to review mandatory reports and financial statements; to decide termination to relevant commitment; to make and approve policies; to make decisive, long-term strategies and operation plans of the Executive Committee of WFF; to make decision on other related vital and important matters.

Section 2: Council membership requirement. Only personal members of WFF shall be eligible for nomination and election to the Council except as provided for in Section 3 of this Article.

Section 3: Non-liaison members. At least two members of the Council shall be non-financial members of the WFF appointed from prominent members of the Malaitan community, including church organisations and elected public officers.

Section 4: Officers. The president, vice-president, secretary and treasurer of the Executive committee shall serve as officers of the Council, the secretary serving as the council’s secretary. Only the president has the right to vote.

Section 5: Chairman. At least three Council members shall be elected from the general membership of the WFF. One of the members shall be the chairman of the Council.

Section 6: Meetings. The Council shall hold at least two meetings each year. The latter meeting shall be held not less than two months before the next Annual General Meeting. The Executive Committee shall decide the time and venue of all Council meetings.

Section 7: The Council can only convene with attendance at least 2/3 of all the voting members. With at least half of participating members’ voting for support can make the resolutions become effective.

Section 8: Each Council’s term shall last four years. In case there is a special occasion to change duration, it shall be passed through in the annual membership meeting. Nevertheless, the duration for one deferment shall not exceed one calendar year.


Article VI: Executive Committee


Section 1: The authority of the Executive committee of WFF includes: to execute the resolutions of the Council; to prepare the conferences of the Council; to submit and deliver working reports and financial statements to the Council; to make decisions on enrolment and dismissal of members and member organizations; to decide affiliated bodies of WFF; to formulate internal working procedure; to make decisions on vital and important issues.

Section 2: Each Executive committee’s term shall last two years. In case there is a special occasions to change duration, it shall be passed through in the Council. Nevertheless, the duration for one deferment shall not exceed one calendar year.

Section 3: With at least 2/3 attendance of representatives of the members of the Executive Committee shall legally convene meetings and the resolutions shall become effective only with majority vote in the Executive Committee.

Section 4: The Executive committee convenes a meeting at least twice a year, and runs the meetings by means of mail or e-mail in special occasions.


Article VII: Committees

Section 1: All committees of this organization shall be appointed by the Executive Committee and their term of office shall be for a period of one year or less if sooner terminated by the action of the Executive Committee.

Section 2: Appointments. The Council shall appoint all other officers and all committees of the WFF not otherwise provided for. Only personal members of WFF shall be appointed to committees except by authorization of the Council.

Article VIII: Indemnification of Officers and Agents

Section 1: The WFF shall indemnify its officers, members and agents against expenses, judgment, fines, settlements and other amounts reasonably incurred by such person(s) when carrying out the proceedings of WFF provided such acts were done in good faith with the best interests of the WFF and not criminal.

Article IX: General Provisions

Section 1: Contracts: The Executive Council may authorize any councilor or member to enter into any contract or execute or deliver any instrument in the name of and on behalf of WFF. In the absence of an Executive Council authorization, contracts and instruments may only be executed by the President, Vice President, the General Secretary or the Treasurer of the Executive committee.

Section 2: Deposits: All funds of WFF not otherwise employed shall be deposited from time to time to the credit of WFF in such banks, trust companies, or other depositories as the Executive Council, or the President under its delegation, may select.

Section 3: Cheques: All cheques, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of WFF shall be signed by the Treasurer, President and the Secretary.

Section 4: Loans: No loans shall be made by or to WFF and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Council. Such authority may be general or confined to specific instances; provided, however, that no loans shall be made by WFF to its Councilors.

Article X: Fiscal Matters

Section 1: Accounting: The fiscal year end of WFF shall be determined by the Executive committee.

Section 2: Audit: At the end of the fiscal year, the books of WFF shall be closed and audited by certified public accountants. The appointment of the fiscal auditors shall be the responsibility of the Executive committee.

Section 3: Annual Report and Annual Statement: The Executive committee shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by WFF to Councilors (including reimbursements of expenses). WFF shall cause the annual report and the annual statement of certain transactions as required by the Council to be prepared and sent to each member of WFF and to such other persons as the Council may designate, no later than sixty (60) days after the close of WFF's fiscal year.

Section 4: Annual Budget: At least forty-five (45) days prior to the commencement of each fiscal year, the President shall prepare and submit to the Executive committee, a proposed annual budget of WFF for the next fiscal year. Except for projects supported by grants to WFF, annual estimates of income shall be based upon the unexpended balance remaining from the previous year plus anticipated revenues for the next budget year. The annual estimates of income and budget objectives for each year are to be submitted to Council for approval.

Article XI: Offices and Seal

Section 1: Seal: The Executive committee may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Article XII: Amendments

Section 1: Except as otherwise provided in the Constitution or these Bylaws, the Bylaws of WFF may be altered, amended, or repealed and new Bylaws adopted upon action by a majority vote of all members of WFF.