Malta Marine Foundation ~ Statute

Malta Marine Foundation Draft Statute

December 2004

Name

1.1

The official name of the Foundation shall be “The Malta Marine Foundation” (MMF) which shall be a self-governing body situated at 2, Airways House, High Street Sliema, Malta or at any other premises as may from time to time be determined by the Board referred to in Article 4.

1.2

For the purposes of this statute, the word ‘Trust’ shall be interpreted and understood as to have the same meaning at law as the word Foundation, and consequently, the word ‘Foundation’ shall apply, in this statute, wherever the word ‘Trust’ is used.

Duration

The duration of the Foundation shall be unlimited.

Objectives

The objectives of the Foundation shall be as follows:

3.1

To encourage the better understanding and the preservation of the underwater heritage of the Maltese Islands.

3.2

To manage specific underwater diving sites for the general benefit of the diving community.

3.3

To encourage the enhancement and preservation of the marine environment in such specific diving sites and to liaise with the necessary authorities and/or bodies in doing so.

3.4

To enter into any partnership with third parties for the achievement or furtherance of the Foundation’s objectives as stipulated by this same article.

3.5

To transmit its objectives and deeds through published electronic or any other means.

3.6

To establish and administer new diving sites and marine parks.

3.7

To establish a database and resource centre for documentation and other types of information related to the historical and natural underwater heritage of the Maltese Islands.

3.8

To acquire funds for the furtherance of the above objectives from other institutions and/or individuals and/or bodies corporate.

Management and Administration

4.1

The Foundation shall be managed by a Board of Trustees (hereinafter referred to as the Board).

This will consist of:

1 person nominated by the Malta Tourism Authority

2 persons nominated by the dive clubs

2 persons nominated by the Malta Dive Centres.

2 persons nominated to represent the Gozo Dive Centres.

Each member will have one vote.

4.2

Board members are to be appointed in an extraordinary general meeting for a maximum period of three (3) calendar years per term. Should any member of any class of members as per 4.1 above resign at any time before the expiration of the full term as per 4.2 above, then that class shall have the full right to nominate a replacement for the rest of the term.

4.3

Each board member is to be nominated on an individual basis at the extraordinary general meeting referred to in 4.2 above by fully paid-up members of the Foundation

4.4

The main responsibility of this board shall be that to decide and oversee the general policies and strategies of the MMF. It shall have no direct executive power other than that specifically provided for in this statute.

4.5

The Board is to be headed by a Chairman assisted by a Deputy-Chairman, both of whom shall be individually nominated by the members of the board on a simple-majority vote.

4.6

The Board Secretary and the Treasurer will be chosen from the other nominated members of the Board.

4.7

The Board may appoint special sub-committees, which will include persons who are not members of the Board to prepare and establish projects for the development of the Foundation.

4.8

The Board will take its decisions through a simple majority. The Chairman shall have a casting vote. In the absence of the Chairman, the casting vote will devolve onto the Deputy Chairman.

4.9

The Board will meet at a minimum of once every calendar month.

4.10

The Quorum for general meetings of the Board of Trustees is half the members plus one.

4.11

In the absence of the Chairman, the Deputy Chairman shall preside over Board Meetings. If both Chairman and Deputy Chairman are absent, then the meeting will not take place and will be duly postponed to another date.

4.12

The Board of Trustees may enter into legally binding agreements or contracts with persons or organizations on behalf of the Foundation. Agreements involving payments out of Foundation Funds or the disposal of assets belonging to the Foundation must be approved by a simple majority.

4.13

Notice of general meetings of the Board of Trustees, their date, venue and agenda shall be given to members in writing not less than seven working days before the date of the meeting. The meetings are to be held in the boardroom of the Foundation’s headquarters, or in any other place designated by the Board.

4.144

The Board Secretary shall keep detailed records of the proceedings of each meeting. A copy of all official records is to be deposited in the Foundation’s archives.

4.15

Voting at all meetings of the Board will be by a show of hands, unless any individual member requests a secret ballot.

4.16

The day-to-day administration will be the direct responsibility of the Chief Executive Officer (CEO), who is to be appointed by the Board under any terms acceptable to the board. He shall preside over all the Foundation’s activities and may be co-opted to sit on the Board as an observer without the enjoyment any voting rights. No nominated Board members can be appointed as CEO.

4.17

All administration appointments within the Foundation shall be approved by the Board of Trustees taking into account the advice of the Chief Executive Officer. Wherever possible, these posts are to be filled by individuals qualified in the respective fields.

4.18

The emblem of the Foundation is as indicated herewith and may be incorporated in the letterheads of the Foundation and on any items including but not limited to official merchandising intended to be sold by the same. All properties under the direct care of the Foundation are to be clearly marked as such.

4.19

An annual general meeting must be held were the Board will give a full report to the members of the Foundation of the activities and financial situation of the Foundation over the past year.

Finances & Donations

5.1

The Foundation is a not-for-profit organization. Any financial surplus generated through its activities is to be utilized towards the achievement of the objectives outlined in Article 2 above.

5.2(a)

The Foundation is to operate exclusively on a voluntary basis. Members of the Board shall receive no remuneration. The Board of Trustees may employ full-time or part-time staff to execute and monitor its projects.

5.2(b)

The Chief Executive Officer is to be directly responsible for the administration of the Foundation and will receive remuneration as the Board deems fit and to be decided by the Board on his appointment.

5.3(a)

All funds, except for a petty cash float, shall be deposited in one or more specific bank accounts. All funds and bank accounts are to be used solely for the purpose of furthering the objectives of the Foundation. Any cheque drawn on the Foundation funds shall be signed jointly by any two of the following appointed Board Members: the Chairman, the Treasurer and the Board Secretary.

5.3 (b)

The Chief Executive Officer shall have access to no more than one hundred Maltese Liri (LM100) at any one time. Any amounts required in excess of that amount shall be granted with the written request of the Chief Executive Officer and with a simple majority vote of the members of the Board.

5.4

The Board may raise funds for the Foundation through its own initiatives.

5.5

The Board may seek to acquire corporate sponsorship for the development and running of the Foundation.

5.6

The Board shall appoint auditors to oversee the financial administration and running of the Foundation.

Donations

6.1

The Board of Trustees shall draw up a set of policies, guidelines and regulations governing the donation of any assets by third parties.

6.2

Policies, guidelines and regulations on this matter will be established, or changed, by a two-thirds majority voting of all the members of the Board of Trustees.

6.3

The Board will accept donations if it considers these to be of advantage to the Foundation. Each donation will be fully registered and acknowledged in the records of the Foundation.

6.4

A detailed and up-to-date inventory and catalogue will be kept of the foundation and sent on an annual basis to each member along with the annual report by the Chief Executive Officer.

Dissolution

7.1

Should the Foundation cease to function or should its object be claimed to be unattainable by a two-thirds majority vote of the Board, then, the members will appoint an Administrator to wind up its affairs.

7.2

In the absence of the Board, the Chief Executive Officer will appoint an Administrator.

7.3

All assets owned by the Foundation are to be donated to a charitable institution. These include any cash balances.

7.4

During dissolution, provision must be made to safeguard the rights of benefactors and donors of the Foundation.

Patron

The Minister of Rural Affairs and the Environment shall be invited to be Patron of the Foundation for the duration of his term of office.

Domicile and Applicable Law

The Foundation shall be domiciled in Malta. All legal relationships of this Foundation are governed solely by the law of the Maltese Islands.

10.

Amendments

This Statute can be amended by the Board of Trustees provided that two-thirds of the members composing the same shall vote in favour of such an amendment.