Charter of Destination Mekong - Destination Mekong

Destination Mekong

Charter

Current version: 1.0 – February 2022

1 UNDERSTANDING THIS CHARTER

1.1 PREAMBLE

The Corporate Charter of Destination Mekong has been published to outline the governance of the Company along with the bylaws and statutes. The Charter has been approved by the Board of Directors and Voting Members of Destination Mekong. It is a public document to ensure that Destination Mekong operates transparently and ethically to promote inclusive and sustainable tourism in the member countries and create value for its members and partners.

1.1.1 NAME

The name of the Company is Destination Mekong Pte. Ltd.

1.1.2 DEFINITIONS

The following words have these meanings in this Charter unless the contrary intention appears.

Ad Hoc Committee means a committee of the Board established for a definite time or limited purpose.

AGM means an Annual General Meeting of the Members held under clause 3.3.1(b)(b)(i).

Board means the Executive Board of Directors of the Company from time to time.

Boards mean the Advisory Board and the Executive Board of Directors of the Company.

Charter means this Charter as amended from time to time, and a reference to a particular clause has a corresponding meaning.

Committee means either a Standing Committee or an Ad Hoc Committee of the Board established under clause 4.5.

Committee Chair means a person appointed by the Board to be the Chair of a Standing Committee or an Ad Hoc Committee of the Board.

Code of Conduct means at any time the then-current code of conduct for Members, as approved by the Board from time to time;

Company means Destination Mekong Pte. Ltd., also referred to as “Destination Mekong.”

Companies Act means the Companies Act of the Republic of Singapore.

Chairperson (or Chair) and Vice-Chairperson (or Vice-Chair) means respectively the chairperson and deputy chairperson of the Company.

Director means a person elected to the Board of Directors.

Executive Board means the Executive Board of Directors of the company.

Voting/ non-voting Member means a Member in the class of membership of the Company described in article 3.1.2 (b).

Host Country means the country that hosts Destination Mekong’s executive office.

Interest Rate means an interest rate as set by the Board of Directors from time to time.

Member means a member of the Company.

Member Country means a country represented by Destination Mekong.

Organization includes a company, body corporate, or an unincorporated body or association.

Policy Decision means a decision:

to adopt policies to advance the interests of the Company and Members;
to develop policies to advance the interests of the Company and Members;
to advocate and support a proposal or course of study or inquiry that may advantage, or prevent disadvantage, to the Company or its Members;
to oppose a proposal or course of study or inquiry that may disadvantage the Company or its Members;
to develop, adopt, and implement the Strategic Plan for the Company; and
to establish such committees and working groups that will assist the Board to develop policy, proposals, and ideas for the benefit of the Members.

Registered Offices means the registered offices for the time being of the Company, either its headquarters or its executive office.

Representative means a person appointed to represent a corporate (organization) at an Executive Board meeting. Standing Committee means a committee of the Board established for an indefinite time or general purpose.

Special Resolution means a resolution passed by the members where no less than seventy-five percent of the Members vote in favor of the resolution.

Strategic Plan means the medium to long-term plan for the Company.

Territory means each territory of the countries represented by Destination Mekong.

Treasurer means the treasurer of the Company.

1.1.3 INTERPRETATION

In this Charter, unless the contrary intention appears:

(gender) a reference to any gender includes every gender;
(person) the word “person” includes a firm, a partnership, a joint venture, an Organization, or an authority;
(may) the word “may” is permissive and not mandatory;
(singular includes plural) the singular includes the plural and vice versa;
(grammatical form) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms and that word or phrase have corresponding meanings;
(regulations) a reference to a law includes regulations and instruments made under the law;
(amendments to statutes) a reference to a law or a provision of a law includes amendments, re-enactments, or replacements of that law or the provision;
(from time to time) a power, an authority, or a discretion reposed in the members’, a member, the Board, or a Director may be exercised at any time and from time to time;

1.1.4 Companies Act

In this Charter, unless the contrary intention appears:

an expression has, in a provision of this Charter that deals with a matter dealt with by a particular provision of the Companies Act, the same meaning as in that provision of the Companies Act; and
section means a section of the Companies Act.

1.1.5 HEADINGS

Headings are inserted for convenience and do not affect the interpretation of this Charter.

1.1.6 REPLACEABLE RULES NOT TO APPLY

The provisions of the Companies Act that apply as replaceable rules are displaced by the Charter and, accordingly, do not apply to the Company.

1.1.7 INCLUDING ETC.

Include, includes, and including are not to be construed as words of limitation in this Charter

2 PURPOSE, OWNERSHIP, INCOME, AND PROPERTY

2.1 Purpose

2.1.1 PURPOSE Statement

The purpose of Destination Mekong is to champion the Mekong Region as a leading sustainable tourism destination creating value for all.

2.1.2 OBJECTIVES OF DESTINATION MEKONG

To achieve the purpose for which the Company is established, the following objectives are set:

foster the socio-economic advancement of the tourism industry throughout the Member Countries; in collaboration and as agreed with other bodies, such as the Mekong Tourism Coordinating Office.
to support the development of new tourism programs that contribute to a desirable, attractive, inclusive, and sustainable destination;
to provide a forum that encourages the collaboration, cooperation, and sharing of knowledge between organizations, professionals, and individuals with a mutual interest in the development and continuous improvement of regional tourism;
to identify issues, impediments, and opportunities for the development of regional tourism;
to provide advice to Governmental, non-Governmental, and industry organizations on policy and program initiatives to address impediments and opportunities for sustainable regional tourism development;
to foster professionalism and talent development within the tourism sector;
to foster awareness of the value and importance of sustainable and inclusive tourism among residents;
to encourage regional tourism research, which is industry relevant; and
to engage in and facilitate revenue opportunities to support the activities described above.

2.1.3 POLITICAL NEUTRALITY

The Company is non-party political.

2.1.3 POLITICAL NEUTRALITY

No current member of any Parliament of a Member Country or state of a Member Country may be a member of the Company’s Executive Board.
If any member of the Executive Board seeks election to a political role, either at a regional, national or local level, they may not vote at meetings of the Board from the date of nomination until the date of the election. If the person withdraws their nomination or is unsuccessful at the election, they may resume their role. If they are elected, they automatically cease to be an Executive Director of the Company, as the case may be.
A person is elected for the purposes of this clause 1.3 when the results of the election for the relevant seat are declared.

2.2 OWNERSHIP

2.2.1 Shareholding

Destination Mekong is owned by its shareholders.
Shareholders vouch to represent the Members’ interests and do not have a vote in the AGM.

2.3 INCOME AND PROPERTY

2.3.1 APPLICATION OF INCOME AND PROPERTY

The income and property of the Company must be applied solely toward the promotion of the purpose of the Company as set out in this Charter. The Company must not distribute (whether by dividends, bonuses, or otherwise) any income or assets directly or indirectly to its Members, except as provided in this Charter. This clause does not stop the Company from doing the following things, provided they are done in good faith:

paying a member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favorable to the Company, or
making a payment to Member in carrying out the Company’s objectives.

2.3.2 PAYMENTS IN GOOD FAITH

Nothing, in this Charter, prevents the payment in good faith to an officer or Representative of a Member, or to a firm of which an officer of Representative of a Member is a partner, of:

remuneration for services rendered to the Company; or
the price of goods supplied to the Company in the ordinary course of business;
interest at a rate not exceeding, the rate for the time being fixed for the purposes of this clause by the Board on money borrowing by the Company from an officer or Representative of a member; or
reasonable rent for premises let to the Company by an officer or Representative of a member.

3 MEMBERSHIP

3.1 MEMBERSHIP

3.1.1 Membership application

Any reputable individual that is directly or indirectly engaged or interested in tourism may apply for membership in the Company and, upon acceptance by the Board or its designate, becomes a Member.

3.1.2 TYPES OF MEMBERSHIP

The Board may, from time to time, set different Member Categories with differing privileges. Membership Categories fall into two types:

Non-Voting Members include individuals, who have registered as a member but are non-paying members, and individuals who are not in good standing. They are eligible to:
1. participate in such privileges as the Board may provide for that type of membership.
Voting Members are individual paying members with good standing. Voting Members are eligible to:
1. vote at any AGM or in any other Members’ forum;
2. serve as an Executive Board Director, and
3. participate in such privileges as the Board may provide for that type of membership.

3.1.3 POLICY GUIDLINES FOR MEMBERSHIP

The Board may, from time to time, consider, approve, and amend guidelines for the admission of new Members. Those guidelines are to have regard to the importance of maintaining the Objectives of the Company.

3.1.4 ADMISSION TO MEMBERSHIP

Applications for admission as a Member must be lodged in writing with the Company on the form approved by the Board and provided by the Company or on the website of the company. Members must agree to adhere to the Code of Conduct of the Company.

3.1.5 Resignation

A Member may at any time resign their membership of the Company in writing.
A resigning Member must pay to the Company at the time of the resignation all amounts owed by that member to the Company.

3.1.6 TERMINATION OF MEMBERSHIP

The membership of any Member may be terminated for any of the reasons set out in clause 1.6 by a resolution of the Board having given regard to the policy guidelines for membership referred to in clause 3.1.3.
Any decision of the Board to terminate the membership of a Member shall be at its absolute and inferred discretion.

3.1.7 Cessation of membership

A Member’s membership of the Company ceases:
1. Immediately upon the Member giving notice of resignation under clause 1.3(a);
2. If the member is a natural person, on:
  1. death;
  2. becoming of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health;
3. in the circumstances provided in clause 1.3, or on its termination according to clause 3.1.6; or
4. if it fails to pay the annual Membership fee payable under clause 2.1 within one (1) month of it falling due.
A person who ceases to be a Member must pay the Company on the date the membership ends, all amounts owing or payable by that person to the Company, and this obligation survives the end of the membership.

3.1.7 Cessation of membership

There shall be no limitation on the number of Members of the Company
Members and former Members need not contribute in respect of a debt or liability of the Company incurred after they ceased being a Member.

3.2 MEMBERS' MEETINGS

3.2.1 MEMBERS' MEETINGS - MEMBERSHIP AND MEETINGS

A Members’ meeting will be constituted by the Chairperson, Vice-Chair, and Treasurer of the Executive Board, and the Members (and a Representative of a Member if applicable).
In any calendar year, there must be:
1. The AGM Meeting which must be held according to the Companies Act and this Charter; and
2. Any other Members’ meetings convened pursuant to clause 3.2;

3.2.2 POWER TO CONVENE A MEMBERS' MEETING

The Executive Board may convene and arrange to hold a Members’ meeting whenever it thinks fit. The Board must also do so if required by the Members of the Advisory Board if a quorum submits a signed form request.
If the Chairperson considers a matter of sufficient importance or urgency, he or she may require the Members to convene and arrange to hold a Members’ meeting at the cost of the Company, and the Board must call the Members’ meeting.

3.2.3 PERIOD OF NOTICE OF MEMBERS' MEETING

The company must appoint one or several auditors and give them:

notice of a Members’ meeting in the same way that a Member is entitled to receive notice; and
any other communications relating to the Members’ meeting that a Member is entitled to receive.

3.2.4 AUDITOR ENTITLED TO NOTICE OF MEETING AND OTHER COMMUNICATIONS

The company must appoint one or several auditors and give them:

notice of a Members’ meeting in the same way that a Member is entitled to receive notice; and
any other communications relating to the Members’ meeting that a Member is entitled to receive.

3.2.5 Calculation of period of notice

In calculating the period of notice under clause 3.3.3 and subject to the Companies Act, both the day on which the notice is given or taken to be given and the day of the Members’ meeting convened by it are to be disregarded.

3.2.6 Notice of Members' meeting

A notice of a Members’ meeting must:

set out the place, date, and time of the meeting, and state the general nature of the business to be dealt with at the Members’ meeting and, if the Members’ meeting is to be held in two (2) or more places or virtually, the technology that will be used to facilitate the holding of the Members’ meeting in that manner; and
state that:
1. a Member who is entitled to attend, participate at, and cast a vote at the Members’ meeting has a right to appoint a proxy; and
2. a proxy need not be a Member.

3.2.7 Notice of special resolutions

If a Special Resolution is to be proposed, the notice of a Members’ meeting must set out the intention to propose the Special Resolution and the resolution itself.

3.2.8 Cancellation of postponement of a Members' meeting

Where a Members’ meeting (including an AGM) is convened at the initiative of the Board, it may, whenever it thinks fit, cancel the Members’ meeting or postpone the holding of the Members’ meeting to a date and time determined by it.
This clause does not apply to a Members’ meeting convened according to the Companies Act by Members or by the Board at the request of the Members.

3.2.9 Notice of the cancellation or postponement of a members' meeting

Notice of the cancellation or postponement of a Members’ meeting must state the reason for the cancellation or postponement and be given;

to each member individually; and
to each other person entitled to be given notice of a Members’ meeting under the Companies Act.

3.2.10 Contents of notice postponing a members' meeting

A notice postponing a Members’ meeting must specify:

the postponed date and time for the holding of the Members’ meeting;
a place for the holding of the Members’ meeting which may be either the same as or different from the place specified in the notice convening the Members’ meeting; and
if the Members” meeting is to be held in two (2) or more places or virtually, technology will be used to facilitate the holding of the Members’ meeting in that manner.

3.2.11 Number of clear days for postponement of a members' meeting

The number of clear days from the giving of a notice postponing a Members’ meeting to the date specified in the notice for the holding of the postponed Members’ meeting must not be less than the number of clear days’ notice of the Members” meeting required to be given by the Companies Act (whichever is the greater).

3.2.12 Business of postponed members' meeting

The only business that may be transacted at a Members’ meeting, the holding of which is postponed, is the business specified in the notice convening the Members’ meeting.

3.2.13 Proxy, attorney, or Representative at postponed Members' meeting

Where:

by the terms of an instrument appointed a proxy, attorney, or Representative, a proxy, attorney, or Representative is authorized to attend and vote at a members’ meeting to be held on, or on or before, a specified date; and
the date for holding the Members’ meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney, or appointment of Representative, then, by force of this clause, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney, or appointment of Representative unless the Member appointing the proxy, attorney, or Presentative gives to the Company at its registered office notice in writing to the contrary not less than 48 hours before the time to which the holding of the Members’ meeting has been postponed.

3.2.14 NON-RECEIPT of NOTICE

The non-receipt of notice of a Members’ meeting or cancellation or postponement of a Members’ meeting by, or the accidental omission to give notice of a Members” meeting or cancellation or postponement of a members’ meeting to, a person entitled to receive that notice, does not invalidate any resolution passed at the Members’ meeting or at a postponed Members’ meeting or the cancellation or postponement of a members’ meeting.

3.3 PROCEEDINGS AT MEMBERS' MEETINGS

3.3.1 BUSINESS OF MEMBERS' MEETINGS

The business of the Members’ meeting held in accordance with clause 3.1(b)(i) is to address issues for Members’ consideration generally, and any other business required or permitted by this Charter to be dealt with at a meeting of Members.
The business of the AGM is to receive and consider the annual financial reports, the reports of the Board and the auditor, to determine the remuneration of the Executive Officers and possibly Directors, to appoint an auditor if required, to fix the auditor’s remuneration and any other business required or permitted by this Charter to be dealt with at a meeting of Members by the Companies Act to be dealt with at an AGM.

3.3.2 QUORUM

Five (5) percent of Voting Members in good standing or twenty (20) Voting Members in good standing, whichever is greater, constitute a quorum for the transaction of the business of a members’ meeting.

3.3.3 REQUIREMENT FOR A QUORUM

An item of business may not be transacted at a Members’ meeting unless a quorum is present when the Members’ meeting proceeds to consider it. If a quorum is present at the beginning of a Members’ meeting, it is taken to be present throughout the Members’ meeting unless the Chair of the Members’ (on the chair’s own motion or at the instance of a member, proxy, attorney, or Representative who is present) declares otherwise.

3.3.4 QUORUM AND TIME

If within 30 minutes after the time appointed for a Members’ meeting a quorum is not present, the Members’ meeting:

if convened by, or at the request of Members, is dissolved; and
in any other case, stands adjourned to the same day in the next week and the same time and place, or to such other day, time, and place as the Chairperson appoints by notice to the Members and other entitled to notice of the Members’ meeting.

3.3.5 ADJOURNED MEMBERS' MEETING

If a quorum is not present at an adjourned Members’ meeting within 30 minutes after the time appointed for the adjourned Members’ meeting, the Members’ meeting is dissolved.

3.3.6 CHAIR

The Chairperson is entitled to preside at Members’ meetings, but if the Chairperson is not present within 15 minutes after the time appointed for the holding of a Members’ meeting or is unable or unwilling to act, the following may preside (in order of entitlement):

the Vice-Chair
the Treasurer;
a Director chosen by a majority of the Directors present;
the only Director present;
a member chosen by a majority of the Members present in person or by proxy, attorney, or Representative.

3.3.7 CONDUCT OF MEMBERS' MEETING

The Chair of a Members’ meeting

has charge of the general conduct of and procedures to be adopted at the Members’ meeting;
may required the adoption of any procedure which is in the chair’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the Members’ meeting.
May admit observers to, and may exclude or remove observers from, any Members’ meeting;
Must admit to a members’ meeting those persons (if any) nominated by the Board under clause 4.20; and
May, having regard where necessary to the Companies Act, terminate discussion or debate on any matter whenever the Chair considers it necessary or desirable for the proper conduct of the Members’ meeting,

and a decision by the Chair under this clause is final.

3.3.8 RESOLUTIONS AT A MEMBERS' MEETING

Any person properly present either online or in-person at a Members’ meeting and entitled to vote may move or second any resolution at that Members’ meeting.

3.3.9 EQUALITY OF VOTES - CASTING A VOTE FOR CHAIR

If there is an equality of votes both on a show of hands and a poll, the Chair of the Members’ meeting is entitled to a casting vote in addition to any votes to which he or she is entitled as a Member or as a proxy attorney or Representative of a Member. The Chair has discretion both as to whether or not to use the casting vote and as to the way in which it is used.

3.3.10 VOTING ON A RESOLUTION AT A MEMBERS' MEETING

Subject to this Charter, every resolution submitted to a Members’ meeting must be decided on a poll.
For the avoidance of doubt, each Member has one (1) vote.
A resolution is taken to be carried if a simple majority of the votes on the resolution are in favor of it.

3.3.11 DECLARATION OF RESULTS

A declaration by the Chair that a resolution has been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the Chair nor the minutes need state, and it is not necessary to prove the number or proportion of votes recorded in favor of or against the resolution.

3.3.12 Poll and Secret Ballots

A poll must be taken in the manner and at the time directed by the Chair of the meeting, and the result of the poll is the resolution of the Members’ meeting at which the poll was demanded.
A poll demanded on the election of a Chair of the meeting or on a question of adjournment must be taken immediately.
A demand for a poll may be withdrawn.
A demand for a poll does not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded.
If a secret ballot is properly demanded, it must be taken in the manner and at the time directed by the Chair of the meeting, and the result of the secret ballot is the resolution of the Members’ meeting at which the secret ballot was demanded.

3.3.13 Objection to Voting qualification

An objection to the right of a person to attend or vote at a Members’ meeting or adjourned Members’ meeting:
1. (i) may not be raised except at that members’ meeting or adjourned Members’ meeting; and
2. (ii) must be referred to the Chair of the Members’ meeting, whose decision is final.
A vote not disallowed under the objection is valid for all purposes.

3.3.14 Chair to determine dispute

If there is a dispute as to the admission or rejection of a vote, the Chair of the meeting must decide it and the chair’s decision made in good faith is final and conclusive.

3.3.15 Effect of non-compliance

Subject to clause 3.2.2, a Member that, at the date of the meeting, has not paid subscriptions or membership fees to the Company that are due and payable may not personally or by proxy, attorney, or Representative nominate or vote at any Members’ meeting.

3.3.16 Adjournment

The Chair of a Members’ meeting may, with the consent of the Members’ if a quorum is present and must if so directed by the Members, adjourn the Members’ meeting to a new day, time, or place.
Only unfinished business is to be transacted at a Members’ meeting resumed after an adjournment.

3.3.17 Notice of adjourned Members' meeting

It is necessary to give any notice of an adjournment or of the business to be transacted at any Members’ meeting adjourned under clause 3.4.16 unless the Members’ meeting is adjourned for one month or more. In that case, notice of the adjourned Members’ meeting must be give as in the case of an original Members’ meeting.

3.3.18 When solution passed

3.3.19 Minutes

The Members must cause minutes of a Members’ meeting to be made and kept according to the requirements of the Companies Act.

3.3.20 Invitation for special purposes

The Board may invite people who are neither Members nor the proxies, attorneys, or Representatives of Members to attend and speak at any members’ meeting if, in the opinion of the Board, it would be in the interests of the Company that they do so.

4 THE BOARDS AND THE DIRECTORS

4.1 THE ADVISORY BOARD

4.1.1 Composition of the advisory board

Subject to clause 4.2.10, The Advisory Board comprises all members of the Executive Board of Directors, one representative of each Mekong Tourism Advisory Group Expert Working Group and invited members for special purposes.

4.1.2 Powers of the Advisory board

The Advisory Board consults the Executive Board on topical questions regarding programs and activities of the Company.
The Advisory Board:
1. may seek expertise and advice from external sources;
2. may advise on budgets for individual programs and activities.
3. may advise on Policy Decisions of the Members;
4. must attend to all matters specifically delegated to it by the Members.

4.2 THE EXECUTIVE BOARD OF DIRECTORS

4.2.1 Composition of the bOard

Subject to clause 4.2.10, The Board comprises up to 8 elected and additional appointed and ex officio directors in accordance with clause 4.7.

4.2.2 Appointed and ex officio directors

Each of the following shall be appointed and ex officio Directors who shall be entitled to vote:

the Chief Executive Officer of Destination Mekong
the last Chairperson of the Executive Board (for the duration of one year);
the Founder of Destination Mekong;
up to six (6) representatives of contributors, one per contributor, in order of highest to lowest cash contribution per the past two years prior to a board election. This includes a permanent representative of Chameleon Strategies as the founding contributor.

4.2.3 Appointment of Observers

The Executive Board may invite observers to join its meetings. Observers do not have a vote.

4.2.4 Powers of the Board

The business of the Company is governed and managed by the Executive Board, which may exercise all the powers of the Company that this Charter and the Companies Act do not require to be exercised in a general meeting by the Members.
The Board:
1. may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or give any other security for a debt, liability, or obligation of the Company or of any other person;
2. may employ, dismiss, and direct staff, and determine their conditions;
3. may incur expenses or liability for the ongoing operations of the Company;
4. may acquire premises or equipment necessary to conduct the activities of the Company;
5. may seek expertise and advice from external sources;
6. must ensure compliance with legal requirements;
7. must decide upon the budget of income and expenditure for each financial year of the Company;
8. must (to the extent of available resources) implement Policy Decisions of the Members;
9. must resolve any issues affecting the Company or its Members occurring between Members’ meetings; and
10. must attend to all matters specifically delegated to it by the Members.

4.2.5 Term of office of directors

The term of office for each person elected as a Director is two (2) years.
A retiring Director will, subject to this Charter, be eligible for re-election for a total of three (3) terms.
Elections to half of the Board will take place alternating every two (2) years.

4.2.6 Election of Chair, Vice-Chair, and Treasurer

At the first meeting of the Board after the AGM of the Company in each year, the Directors shall elect from amongst their number in two elections the Chairperson and Vice-Chairperson, then the Treasurer for the ensuing year in separate secret ballots by rank-choice system. The candidates have to be nominated in writing 14 days before the election. For the avoidance of doubt, the first meeting of the Board after the AGM shall be chaired by the outgoing Chairperson until the new Chairperson is elected, at which time the elected Chairperson shall assume the chair for the remainder of the meeting.

4.2.7 Determining Policy issues

The Board may make Policy Decisions that support and endorse policy matters affecting regional Tourism generally.

4.2.8 Appointment of a Chief executive officer

The Board shall appoint an individual to be the Chief Executive Officer of the Company
The salary, results of performance reviews, and reappointment or removal of the Chief Executive Officer must be ratified by a majority of the Board.
The Chief Executive Officer shall
1. be an officer of the Company and shall direct the day-to-day affairs and business of the Company, including the employment of necessary personnel;
2. set the salary, duties, and terms of employment for all employees of the Company subject to the director, policy, and budget established by the Board;
3. prior to the end of each year, present to the Board for approval an annual business plan and pro forma budget for the upcoming fiscal year, which shall reflect the strategic plan approved by the Board, and
4. provide written financial and operational reports based on the annual business plan and budget to the Board at least five (5) days before a regular quarterly meeting of the Board.

4.2.9 Minutes

The Board must cause minutes of meeting to be made and kept according to the requirements of the Companies Act.

4.2.10 Transitional Provisions

Those Directors existing at the Members’ Meeting (“Interim Directors”) at which this Charter is adopted shall be eligible to continue in office until the first AGM of the Company, at which time they must retire from office. The Interim Directors will be eligible for re-election for a three-term office.
Half the board will serve a shortened term of office of one (1) year after the first AGM. Directors with a one-year term of office will be determined by rank in election.
This clause 1.8 shall lapse and be removed from this Charter at the completion of the second AGM, or when all the Interim Directors and 1-year Term of office Directors no longer are Directors, whichever is the sooner.

4.3 Proceedings of the Board

4.3.1 Meetings

The Boards may meet for the dispatch of business, adjourn, and other regulate its meetings and proceedings as it thinks fit.
The Advisory Board must hold a minimum of one (1) meeting and the Executive Board a minimum of four (4) meetings in any calendar year.

4.3.2 Convening Meetings

A Director may, and the Chairperson on the request of a Director must convene a meeting of the Board.

4.3.3 Notice of Meeting

Notices of each Board meeting must be given to each Director.

4.3.4 quorum

The quorum necessary for the transaction of the business of the Board is a majority of the Directors then in office.

4.3.5 Remaining Directors may act

The continuing Directors may act notwithstanding a vacancy in their number.

4.3.6 Chair

The Chairperson will preside at meetings of the Board. If the Chairperson is not present within 15 minutes after the time appointed for the holding of a Board meeting or is unable or unwilling to act, the following may preside (in order or entitlement):

The Vice-Chairperson
Treasurer; or
A Director chosen by a majority of the Directors present.

4.3.7 Quality of votes - Casting a vote for chair

In the event of an equality of votes, the Chair of the meeting is entitled to a casting vote.

4.3.8 Circulating resolution by the Board

The Board may pass a resolution without a meeting being held if all of the Directors entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document.
Separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.
The resolution is passed when the last Director signs.

4.3.9 Use of Technology

A Board meeting may be called or held either online or in person, and using any technology agreed to by each Director.
The agreement may be a standing one.
A Director may only withdraw his or her agreement within a reasonable period before the relevant meeting.

4.3.10 Validity of acts of directors

Even if it is discovered after a Board meeting that:

there was a defect in the appointment or continuation in office of a person as a Director or of a person so acting: or
a person acting as a Director was disqualified or was not entitled to vote.’

all acts done at a Board meeting, or by a person acting as a Director are, as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to vote.

4.3.11 Invitations for special purposes

The Board may invite people who are neither Members nor the proxies, attorneys, or Representatives of Members to attend and speak at any Board meeting if, in the opinion of the Board, it would be in the interests of the Company that they do so.

4.4 Payment to Directors

4.4.1 Directors' fees

Possible Directors’ fees are to be recommended by the Boards and are to be determined at each AGM. They may nevertheless be determined at an AGM despite the absence of a recommendation from the Boards.

4.4.2 Permitted payments to directors

The Directors may be reimbursed expenses or paid remuneration for services rendered to the Company out of the funds of the Company in the following circumstances:

as reimbursement of reasonable traveling, accommodation, and other expenses which the Director incurs when traveling to or from Members’ meetings or meetings of the Boards, or when otherwise engaged in carrying out their duties as Director;
as remuneration for any service rendered to the Company in a professional or technical capacity, other than in the capacity of Director, where the provision of that service has the prior approval of the Executive Board and the amount payable is approved by a resolution of the Members and is not more than an amount which commercially would be a reasonable payment for the service; or
as salary or wage due to the Director as an employee of the Company.

4.5 Vacation of office

4.5.1 Vacation of Office

The office of a Director (including that of Chairperson, Vice-Chairperson, or Treasurer) is automatically vacated if the Director:

dies;
is or cease to be a Director by virtue of, or becomes prohibited from being a Director because of an order made under the Companies Act;
becomes of unsound mind or someone whose person or estate is liable to be dealt with in any way under a law relating to mental health;
has a material personal interest in a matter relating to the affairs of the Company and fails to give the Board notice of the interest;
resigns from office by notice in writing to the Company or refuses to act; or
is removed from office by a resolution of the Members.

4.5.2 Filing a Casual Vacancy

If a vacancy arises in the office of a Director, the Executive Board may determine that it remains unfilled until the next AGM or may, subject to this Charter, appoint a person to fill it.
A person appointed to fill a casual vacancy ceases to be a Director at the end of the next AGM after his or her appointment but, subject to this Charter, shall be eligible for re-election.

4.5.3 Directors' interests

Subject to complying with the Companies Act regarding disclosure of and voting on matters involving material personal interests, a Director may:
1. hold any office or place of profit in the Company, except that of auditor;
2. hold any office or place of profit in any other company, body corporate, trust, or entity promoted by the Company or in which it has an interest of any kind;
3. enter into any contract or arrangement with the Company;
4. participate in any association, institution, fund, trust, or scheme for past or present employees or directors of the Company or persons dependent on or connected with them;
5. act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the Company, except as auditor;
6. participate in, vote on, and be counted in quorum for any meeting, resolution, or decision of the Board and may be present at any meeting where any matter is being considered by the Board; and
7. sign or participate in the execution of a document by or on behalf of the Company.
A Director may do any of those things despite any fiduciary relationship of the position:
1. without any liability to account to the Company for any direct or indirect benefit accruing to the Director; and
2. without affecting the validity of any contract or arrangement.

4.6 Standing and ad hoc committees

The Boards may establish and confirm such Committees of the Boards as the Boards see fit from time to time and may invite industry representation to such Committees. For the avoidance of doubt, an industry representative does not need to come from a Member.
The Boards must establish the term, role, terms of reference, and reporting requirements of each Committee and provide those to each Committee in writing. The Boards may modify any terms of reference and reporting requirements as the Board sees fit.
Each Committee may conduct its procedures as it sees fit, subject to any direction from the Boards.
The Committee Chair must be a person who is appointed by resolution of the Boards.
A Committee must not do anything which may bind the Company without resolution of the Executive Board.

4.7 Election of Directors

4.7.1 Nomination

The Executive Board Directors are to be elected by the Voting Members.
The Advisory Board Directors representing the MeTAG working groups are elected by the respective working groups.
A nomination for the election of a person as a Director may be made by any Member and the nomination must be:
1. in writing;
2. accompanied by a resume of the nominee suitable for circulation to Members; and
3. submitted to the Company at least twenty-eight (28) days before the date on which the election is to be held.

4.7.2 Election of Executive Directors

If the number of Eligible Nominees is equal to or fewer than the available positions as Director to be filled, then, subject to clause 7.1, the Chairperson of the AGM must declare the Eligible Nominees elected as Directors.
If the number of Eligible Nominees is greater than the available positions as director to be filled, then an election shall be held by secret ballot to fill the available positions.
A neutral election chair is appointed (either the corporate secretary, the auditor, or a local company director) to count the votes and declare the result of any election conducted under this clause 7.2.

4.7.3 System of Voting

At each election of Executive Directors conducted under this Charter, a ranked voting system shall be used-

Each Member entitled to vote may complete a ballot paper ranking each of the Eligible Nominees based on their preference. For the avoidance of doubt, for a vote to be valid, all candidates must have a rank-choice filled.
The number of votes received by each candidate shall be tallied, and the candidate with the lowest number of votes cast in his or her favor shall be removed from the list. Thereafter, the votes will be recounted, omitting the votes in favor of the removed candidate. The counting of votes cast and removing of the candidate with the lowest number of votes cast in his or her favor will be repeated until the number of candidates equals the number of available positions. A this point, the candidates shall be declared elected.
If there remains a deadlock after the completion of the procedure in paragraph (b) has been completed then the deadlock shall be broken by ballot conducted by the person or persons appointed under clause 7.2(c) to count the voted and declare the result of the election and the candidate drawn in the ballot shall be declared elected.

5 GENERAL

5.1 Secretary

5.1.1 Appointment

The Directors must appoint one or more secretaries for the purpose of the Act.

5.1.2 Terms and COnditions of Office

A secretary appointed by the Directors holds office on the terms and conditions (including as to remuneration) that the Directors determine

5.2 REgulations

5.2.1 Power to make

The Board has power from time to time to make such Regulations, not inconsistent with this Charter as are in their opinion necessary or desirable for the reimbursement of expenses incurred by, and the payment of remuneration (but not the quantum thereof) and reimbursement of expenses for the Directors, proper control, administration, and management of the Company’s affairs, operations, finances, interests, effects, and property, and to amend and repeal those Regulations from time to time.

5.2.2 Members' Power

The Members may also, from time to time, amend or repeal a Regulation by Special Resolution.

5.2.3 Effect of repeal

The repeal of a Regulation does not affect the validity of anything done under it before its repeal.

5.2.3 Status

A Regulation:

is subject to this Charter and the Companies Act;
must not be inconsistent with this Charter or the Companies Act; and
when in force, is binding on all members and has the same effect as a provision of this Charter.

5.3 Seal

5.3.1 Safe Custody of Common Seals

The Board must provide for the safe custody of any seal of the Company.

5.3.1 Safe Custody of Common Seals

If the Company has a common seal or duplicate common seal:

it may be used only by the authority of the Board; and
every document to which it is affixed must be signed by a Director and be countersigned by another Director or another person appointed by the Board to countersign that document or a class of documents in which that document is included.

5.4 Inspection of records

5.4.1 Inspection by members

Subject to the Companies Act, the Board may determine whether and to what extent, and at what time and places and under what conditions, the accounting record and other documents of the Company or any of them will be open to the inspection of members (other than Directors).

5.4.2 Right of a Member or any other party to inspect

A Member (other than a Director) or any other party does not have the right to inspect any document of the Company except as provided by law or authorized by the Company.

5.5 Service of documents

5.5.1 Documents include notice

In this clause, a reference to a document includes a notice.

5.5.1 Documents include notice

The Company may give a document to a Member:

personally;
by sending it by post to the address for the member in the Register or an alternative address nominated by the Member; or
by sending it to a facsimile number or electronic address nominated by the Member.

5.6 Audit and Accounts

5.6.1 Company to keep accounts

The Board must cause the Company to keep accounts of the business of the Company according to the requirements of the Companies Act.

5.6.2 Company to auDIT accounts

The Board must cause the accounts of the Company to be audited according to the requirements of the Companies Act.

5.7 Winding-up

5.7.1 Application of companies act

The provision of the Companies Act in relation to a voluntary winding-up will apply to the Company, except that at least three (3) months’ notice must be given of the Members’ meeting at which a resolution for the winding-up is to be put.

5.7.2 Distribution of property

If on the winding-up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatever, that property may not be paid to or distributed among Member, but must be given or transferred to another Organization:

having objectives similar to the objectives of the Company; and
whose Charter prohibits the distribution of its income and property among its members to an extent at least as great as is imposed on the Company under this Charter,

That Organization to be determined by the Members at or before the time of dissolution or, failing such a determination, by a judge who has or acquired jurisdiction in the matter.

5.8 Indemnity

Every person who is or has been:

the Chairperson or Vice-Chairperson;
a Treasurer;
a Director
any person who has occupied a position equivalent to a Director under any previous charter of the Company; or
a secretary of the Company

is entitled to be indemnified out of the property of the Company against:

every liability incurred by the person in that capacity (except liability for legal costs); and
all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity,

unless:

the Company is forbidden by statute to indemnify the person against the liability or those legal costs; or
an indemnity by the Company of the person against the liability or legal costs would, if given, be made void by statute.