CONSTITUTION OF THE FIJI WOMEN’S RIGHTS MOVEMENT 2001
SECTION ONE
1 NAME AND MISSION
1.1 The name of the Movement shall be the Fiji Women’s Rights Movement (“the Movement”).
1.2 The Movement is a multiethnic and multicultural non-governmental organisation committed to removing discrimination against women through institutional reforms and attitudinal changes. By means of core programmes as well as innovative approaches, the Movement practices and promotes feminism, democracy, the rule of law, good governance and human rights. It strives to empower, unite and provide leadership opportunities for women in Fiji, especially for emerging young leaders.
1.3 The Movement’s Vision is for the women of Fiji to be free from all forms of discrimination, have equal access to opportunities and to live in a healthy environment where the principles of feminism, democracy, good governance, multi-culturalism and human rights prevail.
2 PURPOSE
2.1 The purpose of the Movement is to work towards the elimination of all forms of discrimination against women, promote the equality of women, and support democracy and human rights in all areas of life in Fiji and the Pacific Island region.
3 OBJECTIVES
3.1 The objectives of the Movement shall be:
3.1.1 To publicly address all issues affecting women’s human rights, status and opportunity within Fiji including cultural, domestic, legal, social, health, economic, employment, religious and political situations;
3.1.2 To advocate improved policy and legislation on issues affecting women’s rights;
3.1.3 To promote equal access to services by women and equal opportunity though appropriate enabling actions; and
3.1.4 To ensure the Movement remains a well managed and sustainable organisation, giving leadership opportunities to women, networking and sharing experiences with others in the Pacific, regionally and internationally.
SECTION TWO
4 REGISTRATION
4.1 The Movement shall be registered under relevant Fiji legislation. This document shall be the Movement’s Constitution.
5. TRUSTEES
5.1 There shall be between two to three Trustees who shall be either members or friends of the Movement, are of good repute and standing and fully support the mission, purpose and objectives of the Movement.
5.2 The Trustees shall:
5.2.1 be identified by the Board Search Committee (“BSC”) in consultation with the membership of the movement and endorsed by a two-third majority vote at the Annual General Meeting (“AGM”);
5.2.2 be appointed for a term of up to five years renewable upon approval by a two-third majority at an AGM;
5.2.3 be kept informed of the Movement’s programmes, finances and general policies and receive copies of all notices, publications and correspondence sent to Movement Members;
5.2.4 be entrusted with ensuring that the policies, finances and property of the Movement are being reasonably applied for the furtherance of the Movement’s purpose;
5.2.5 meet as and when they deem it necessary; and
5.2.6 in the event the Movement is dissolved, be responsible for the realisation and/or dissemination of the Movement’s assets in a manner conducive to the purpose of the Movement.
5.3 A Trustee shall be considered removed from office if the Trustee:
5.3.1 resigns in writing;
5.3.2 moves from Fiji;
5.3.3 passes away;
5.3.4 does not attend two consecutive AGM’s; or
5.5.5 if as part of the circulated agenda of the AGM two thirds of those present and entitled to vote decide to remove the Trustee from office.
6 MEMBERSHIP
6.1 Any female person is eligible for membership upon signing the membership application form and upon payment of an annual subscription.
6.2 The membership of the Movement shall constitute all financial members.
6.3 A Financial member for the purpose of voting at an AGM or SGM is a female member of the Movement who has paid all due subscriptions and in the last six months preceding the date of the AGM or SGM supports the Movement’s work either actively or supportively by any of the following: .
(i) Membership of a Working Group and/or Management Board;
(ii) Attendance at events organised by the Movement i.e. hosted functions, rallies, marches, etc.; or
(iii) Representative to the Movement or nominee of the Movement to attend meetings, conferences, workshops or seminars.
6.4 Any person, entity or organisation that supports the Movement’s purpose, pays the subscription and has ethical practices is eligible to be a “friend of the Movement”.
6.5 All Members and friends should be kept informed of Movement news, meetings and substantive decisions.
6.6 The Management Board (“MB”) in its discretion may refuse membership or friendship to any person, entity or organisation that the MB believes to be acting contrary to the mission, purpose and objectives of the Movement. The expulsion of any existing member requires the endorsement of a Special General Meeting (“SGM”).
6.7 All members are required to abide by the confidentiality rule in respect of strategies, minutes and proceedings of the Movement unless it concerns a decision or statement authorised by the MB or a policy as stated in the Policy Manual. Breach of this confidentiality will be deemed to be grounds to withdraw membership after a fair hearing in compliance with the rules of natural justice.
6.8 If any member has a grievance it may be taken up with the Co-ordinator. If the grievance is not mutually settled then the matter may be taken up with the MB.
6.9 Every member including staff retains the right once the grievance has been discussed with the Co-ordinator to directly take her grievance to the MB. Procedures for appeals about staff dismissals must follow the steps outlined in the Movement’s Operations Manual.
SECTION THREE
7 MANAGEMENT BOARD
7.1 Composition
7.1.1 There shall be a Management Board (“MB”) consisting of between 9-10 members including the Co-ordinator who shall all be voting members of the MB. An additional non-voting rotating member of staff shall observe and participate in discussions at each MB meeting.
7.1.2 The MB shall consist of members from a multi-ethnic and multi-cultural background and where possible, affirmative action must be taken to ensure a multi-ethnic and multi-cultural representation.
7.1.3 The MB should be balanced in their expertise, (have some older or founding members, young emerging leaders and represent a variety of specialist interests in laws/legislation issues, governance, economic/employment issues, communications and health). All must believe in the principles of feminism, human rights and democracy as well as the mission, purpose and objectives of the Movement.
7.2 Election and Term
7.2.1 The term of office of a member of the MB is three years. However, a MB member is deemed to have resigned if she misses three consecutive meetings of the MB without reasonable excuse.
7.2.2 All MB members except for the position of founding member shallbe nominated by the BSC and elected at the AGM. A founding member is a member who was part of the original collective which established the organisation. To ensure continuity, 3 persons plus the number of persons required to fill vacant posts, if any, will be elected for a three-year term at each AGM. The purpose of staggering elections is to ensure that the MB retains old members as well as new members during any one term.
7.2.3 In exceptional situations as determined by the management board where there is difficulty in recruiting or electing members for any of the following reasons, sitting members may offer themselves for re-election:
a) there is a national crisis
b) there is a possibility that new members will not be available due to the political situation.
7.2.4 Special Transition Provision
The current MB and Trustees shall remain in office until the next AGM at which time they will all resign. Each member or Trustee may offer herself for a position on the new MB or as Trustee as if she has never previously held office.
7.3 Chair and Treasurer
7.3.1 The MB shall have two positions of Chair of the MB (“the Chair”) and Treasurer
7.3.2 The Chair shall be a member of the MB and is elected by the MB. The Chair must be a member or associate of the Movement and be a long-standing member of the Movement. She must have strong leadership qualities and not be a paid staff member.
7.3.3 The Treasurer shall be nominated by the Board Search Committee (“BSC”) and elected at the AGM. The Treasurer must have financial and accounting experience, and should preferably be a member or an associate of the Movement. The Treasurer must not be a staff member.
7.3.4 The Treasurer shall be a signatory on all cheques along with at least one other authorised MB member. The Treasurer must monitor the general finances of the Movement, be responsible for the Annual Finance Report tabled at the AGM and be a member of the Finance Committee.
7.4 Board Search Committee
7.4.1 A Board Search Committee (“BSC”) consisting of a MB member and two members shall be established by the MB two months prior to the AGM (approximately January each year).
7.4.2 The BSC shall:
7.4.2.1 Call for nominations by informing members and supporters of the role and function of the board and the positions vacant;
7.4.2.2 Actively identify persons willing to stand for election to the Board;
7.4.2.3 Identify persons for the position of Treasurer;
7.4.2.4 Prepare a list of those persons willing to stand, along with a short description of their background and interests and circulate this to members at least two weeks prior to the AGM;
7.4.2.5 Prepare ballot papers for voting;
7.4.2.6 At the AGM, present the nominations for Treasurer for voting and followed by the election of the remaining candidates; and
7.4.2.7 Supervise the secret ballot vote and arrange for counting of the ballots by persons not nominated for the MB.
7.4.3 When Trustees are required, the BSC shall identify suitable and available Trustees in consultation with the membership of the movement for endorsement at the AGM.
7.5 Function and Role
7.5.1 The MB is the guardian of policy and strategy identified at the AGM and is responsible to the Movement’s members. They appoint and hold the Co-ordinator accountable for managing the staff and the day-to-day business of the organisation, receive regular staff and financial reports and decide on strategy and direction of the Movement between AGMs. They receive and review the monthly and annual financial statement and ensure that financial practices and assets are directed to the goal and purpose of the organisation. Members of the MB shall provide direction and policy and ensure that the Movement is well managed and that the Co-ordinator, staff and members are generally is achieving its purpose.
7.5.2 The MB shall be responsible for the overall operation of the Movement, including determining operational and procedural policies, planning, decision-making and the hiring and termination of staff.
7.5.3 The MB shall consult the Co-ordinator and any relevant staff review committee set up on an ad hoc basis before hiring and terminating the employment of staff in accordance with the Movement’s Operation Manual.
7.5.4 The members of the MB are encouraged to visit the office but any critical observations and comments must be directed to the Co-ordinator.
7.5.5 Where experience and/or knowledge on a specific area(s) is outside the capacity of the MB, the MB may recruit an outside expert, for the purpose of advising them.
7.5.6 If a MB position becomes vacant between AGMs, the MB may identify and appoint others to temporarily fill in until the next AGM and election.
7.5.7 MB members should take on specific working group or policy areas to monitor and mentor. A MB member shall work with the Co-ordinator but be individually responsible to the MB for all activities under that particular category. The Co-ordinator shall consult with the responsible MB member for all activities in that particular area.
7.5.8 A MB member shall be nominated to do yearly staff performance reviews with the Co-ordinator (with input from other Board members).
7.6 Management Board Meetings
7.6.1 A MB meeting shall be held at a specific time at least once a month with notice of 5 calendar days given by the Co-ordinator or Chair to each MB member of the meeting). However, if necessary and if convenient for the majority members of the MB an urgent meeting may be called by the Co-ordinator or Chair on short notice.
7.6.2 Notice, together with a draft agenda with issues identified is circulated (5 calendar days) in advance to all accessible members. Any non-MB member may request that items be added to the agenda.
7.6.3 Any financial member is encouraged and can attend the MB meeting as an observer at the discretion of the Chair. Non member technical advisors can be invited to attend by the MB or Co-ordinator to give input into special decisions;
7.6.4 Written staff reports on the Movement’s matters including reports from each programme and a financial report shall be submitted by the staff at meetings of the MB in accordance with the Operations Manual.
7.6.5 From time to time, if sensitive personnel or financial issues are to be discussed, the Chair of the MB may ask the Co-ordinator, the rotating staff member and/ or non Board Members to absent themselves from any or part of any MB meeting while the said issues are being discussed.
7.6.6 A quorum of five (5) voting members of the MB shall be necessary for any official MB meeting.
SECTION FOUR
8 PERSONNEL
8.1 The Movement shall be the employer of all salaried or waged personnel. Contracts are issued by the Movement on the basis of finances being available for the period of the contract.
8.2 All female personnel shall become automatic financial members of the Movement upon the commencement of and duration of their employment.
8.3 There shall be a Co-ordinator of the Movement who shall be a salaried or waged member who is appointed by and is responsible to the MB.
8.4 The Co-ordinator shall carry out the instructions of the MB to further and promote the objectives and purpose of the Movement. The Co-ordinator shall be entrusted with the co-ordination and administration of the Movement.
8.5 The Co-ordinator shall undertake yearly staff performance reviews with a nominated member of the MB (with input from other Board members) and make these reports available to the MB.
8.6 All salaried or waged personnel other than the Co-ordinator shall be directly responsible to the Co-ordinator.
8.7 All personnel including the Co-ordinator shall be bound by all decisions of the MB. All personnel are required to submit written reports on the Movement’s matters including reports from each programme and a financial report at meetings of the MB in accordance with the Operations Manual.
8.8 Any personnel including the Co-ordinator may appeal to the MB against any decision of the Co-ordinator and/or the MB and if necessary to the members at an SGM or AGM.
9 SELECTION OF PERSONNEL
9.1 The Co-ordinator shall publicly announce vacant staff positions and a selection committee including the Co-ordinator and at least two other MB members shall be responsible for interviewing and making recommendations to the MB.
9.2 A selection committee shall be appointed on an ad hoc basis from time-to-time by a meeting of the MB for the purpose of the recruitment of personnel. The decisions of the selection committee shall be endorsed by a meeting of the MB. The Co-ordinator shall be a member of all selection committees except for that committee which shall appoint or review her appointment.
9.3 The Movement shall adopt an affirmative action policy consistent with the Movement mission and objectives in employing paid staff and consultants.
9.4 The Co-ordinator may issue contracts for consultants after conferring with the MB.
9.5 All personnel shall be appointed for a probationary period to be decided by the MB. A review committee shall be appointed on an ad hoc basis from time-to-time by a meeting of the MB for the purpose of reviewing the performance of personnel. At the conclusion of the probationary period, the review committee shall make appropriate recommendations to a meeting of the MB.
9.6 The appointment of all personnel shall be for a contractual period of one (1) year. At the conclusion of every year of employment a meeting of the MB or review committee shall make a decision as to the continued employment of personnel.
9.7 Every paid staff member shall enter into a written contract of employment, which shall be vetted by the Chair of the MB and the Legal Adviser of the Movement.
SECTION FIVE
10 WORKING GROUPS
10.1 Finance Committee
10.1.1 This is a permanent committee, which must meet at least six times a year. The MB Treasurer and Co-ordinator must be members of this committee with at least two other members and technical advisors.
10.1.2 The finance committee monitors financial income and spending, provides advice on investments and assets, sets the Medium Term Business/Financial Plans for the organisation and identifies to the MB any gross misuse of funds or critical financial issues.
10.2 Other Working Groups
10.2.1 Working groups consisting of staff, members and specialists must be established for each of the major programme areas to guide and direct specific programmes and areas of work.
11 POLICY MANUALS
11.1 All members and staff are to be familiar with and are required to abide by the policies, rules and guidelines, outlined in the Operations and Policy Manuals. The MB in consultation with the membership and Co-ordinator may alter the Operations and Policy Manuals from time-to-time.
12 ANNUAL and SPECIAL GENERAL MEETINGS
12.1 There shall be an Annual General Meeting (“AGM”) which shall take place within the first three (3) months of each year. The Co-ordinator shall give twenty-one (21) days notice in writing about the AGM to all members about the date, time, place and agenda of the AGM.
12.2 Any financial member of the Fiji Women’s Rights Movement who has been an active member for not less than six (6) months may call a Special General Meeting (“SGM”) by giving the Co-ordinator fourteen (14) days notice in writing. The Co-ordinator shall then give twenty-one (21) days notice in writing to all members about the date, time, place and agenda of the SGM.
12.3 Only financial members may vote at an AGM or SGM provided that the member has been an active member for not less than six (6) months from the date preceding the meeting. Decisions at any AGM or SGM shall be made by a vote of two-thirds majority of those financial members voting at the meeting. A quorum of ten (10) members including five (5) members of the MB shall be necessary for an AGM or SGM. Proxy votes may be given to a financial member attending the meeting, but must be given in writing to the Chair at the commencement of the meeting, prior to any elections or voting.
13 PUBLIC STATEMENTS BY THE CHAIR, CO-ORDINATOR OR STAFF
13.1 The Co-ordinator is the official spokesperson for the Movement unless otherwise stipulated by the MB. The Co-ordinator and MB Chair may provide public statements. Where authorised by the Co-ordinator or Chair, staff may also make statements provided the statements have been approved by the Co-ordinator and MB Chair or alternate MB member.
13.2 When an immediate response is required for policies or policy directional issues that are sensitive and/or may have legal implications that have not been debated by the membership, the Co-ordinator is to draft comments and check with at least three members of the MB before issuing a statement. This action should then be ratified at the next Board meeting, thus ensuring that a record is kept of FWRM policy or statements.
13.3 For other policy or programme changes, policy directional issues or other issues, public meetings should be called encouraging all members to attend. Public notice of these must be given by the Movement at least one week in advance and must include a short synopsis of issues to be discussed.
13.4 Special General Meetings for major programme or leadership issues may be convened of all members at any time as identified in the present constitution. These must have 3 weeks written notice along with the suggested major changes and reasons for the changes or the urgent need to discuss with all members the issues.
14 PUBLIC FORUMS
14.1 Current and emerging issues affecting women’s rights may be explored monthly in public gatherings or forums sponsored or co-sponsored by the Movement.
SECTION SIX
15 ACCOUNTS
15.1 The Treasurer shall ensure that:
15.1.1 proper books of accounts of the Movement are kept and monthly updates of the financial situation of the Movement are made to the MB and the Trustees;
15.1.2 accounts and financial statements for the year ending 31 December in each year are audited annually; and
15.1.3 an annual audited statements of account and balance sheets are tabled before each Annual General Meeting.
16 SEAL
16.1 There shall be a Common Seal of the Movement.
16.2 The Common Seal shall be affixed to all documents relating to financial transactions of the Movement in the presence of such members of the MB as authorised to attest the affixing of the Common Seal.
16.3 A record of all documents signed on behalf of the Movement, the date and time for such signature and the affixing of the Common Seal shall be kept in a book set aside for this purpose.
17 ASSETS
17.1 All assets shall be held in the name of the Movement. All accounts shall be audited annually by a Chartered Accounting firm approved by the MB.
17.2 There shall be no control over any assets of the Movement by any person who is not a member, without the express authorisation of a meeting of the MB.
18 AMENDMENTS
18.1 Amendments to this Constitution shall be decided upon at a Special General Meeting or at an AGM by a two-third majority of the financial members voting at the meeting provided that notice of the proposed change(s) to the Constitution and the reasons for such change(s) must be given in writing to all members twenty-one (21) days in advance.
19 DISSOLUTION
19.1 The Movement may be dissolved at a Special General Meeting duly called for that purpose provided that on a motion to that effect a two-third majority of the members present at the meeting shall cast their votes in favour of the motion.
19.2 Upon dissolution all assets shall be sold or distributed and all liabilities discharged.
19.3 Any surplus after the liabilities have been met in full shall be disposed of in such a manner conducive to the purpose of the Movement as shall be decided by a Special General Meeting called for that purpose.
Approved at the Special General Meeting - 30 September, 2001.
This Constitution repeals and replaces the Constitution of the Fiji Women’s Rights Movement dated 19 July 1997.
Dated this 30th day of September 2001.
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P. Imrana Jalal, Chair
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Susan Parkinson, Trustee
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Susana Tuisawau, Trustee
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Isikeli Mataitoga, Trustee
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Isikeli Mataitoga, Trustee