STATUTE

OF

THE MALTA FEDERATION OF PROFESSIONAL ASSOCIATIONS

APPROVED AT AGM on 29TH SEPTEMBER 2009

AIMS AND OBJECTIVES

1.         The Malta Federation of Professional Associations hereinafter referred to as the Federation is established with the following aims and objectives:

• the promotion of the professions;
• the maintenance of professional standards;
• the protection of professional rights and privileges;
• the promotion of inter-professional relationships;
• to contribute towards the advancement of the interests of society;
• to take any appropriate measures to fulfil the above aims and objectives;
• is a non profitable organisation
  

2.         The seat of the Federation is situated at the Professional Centre, Sliema Road, Gzira, or at such other place as Council may determine from time to time.

DEFINITIONS

3.         For the purpose of this statute the following terms are defined as:     

• a professional person is one who has undergone a period of study at  a university or a recognised institution of higher learning and has obtained the formal qualification entitling the person to practise the respective profession;  and who provides a specialised service to the public, based primarily on a fiduciary relationship between himself and the party to whom he provides such service on his own personal credibility and responsibility;
• a professional organisation may be an association, a chamber, society, institute or a group of professional individuals as provided for by this statute and subject to its rules of ethical conduct;
• federated member association:  any such body forming part of the Federation;
• affiliate member association:  is an organisation which will be accepted as a member of the Federation and will be eligible to apply to become a federated member association after five years from its acceptance.  Affiliate member means a member without voting rights but otherwise enjoying all other rights and obligations appertaining to the federated members save as specifically stated or qualified in the statute
• member:  any individual who is fully subscribed with the appropriate professional body.

COUNCIL

4.         (a). Council of the Federation shall be formed of two members nominated/appointed by each federated bodyand one of each affiliate member association.  One of these nominees/appointees must be a member of the Council/Committee of the respective federated member association.

(b). The officials of the Federation shall be:

• President
• Vice-President
• Hon Secretary
• Hon Treasurer

All Council members as per para 4 (a) of each federated associationshall be eligible for election as officials.  These officials shall be elected during the annual general meeting by a vote amongst the members present.  The post of President will be chosen on the basis of section 6.

POWERS AND DUTIES OF OFFICIALS

PRESIDENT

5.         The President shall have the power to:

• call meetings and determine the agenda of the meeting
• call urgent meetings at short notice;
• preside over such meetings;
• explain the matters to be discussed and the questions to be decided;
• ensure the execution of the decisions taken;
• ensure that minutes of the meetings are kept and at the next meeting to demand that these are read out to members present and to vouch for their correctness by his/her signature, together with that of the Hon. Secretary;
• to represent the Federation on all occasions.

6.         For the purposes of this article, a term is defined as the period of time between two consecutive annual general meetings.  The President of the Council of the Federation shall not hold office for more than three consecutive terms, with election to the post being held every year.  At the end of the term of office, nominations for the post of President may only be accepted from alternative federated member associations.

VICE PRESIDENT

7.      The Vice-President shall assume the powers of President in the absence of the President. Whenever the Vice-President is also unable to attend, the meeting shall elect its own Chairman.

HON. SECRETARY

8.      The Hon. Secretary shall:

• keep the minutes of every meeting;
• vouch for their correctness by his/her signature together with that of the President;
• keep any statutory records as required by law;
• be in charge of all correspondence and all communications. Correspondence referring to financial matters shall be dealt with by the Hon. Treasurer

HON.  TREASURER

9.       The Treasurer shall:

• administer the finances of the Federation and ensure the collection of all membership fees;
• keep proper books of accounts and shall submit financial statements supported by the auditors to the A.G.M.  Two auditors who are Certified Public Accountants and Auditors shall be appointed at the A.G.M. No member of the Council may be appointed auditor.  The audited accounts of the Federation may be examined by authorised members of any federated member at any time after a formal written request has been placed;
• represent the Federation in all judicial matters;
• secure the repayment of any monies borrowed on behalf of the Federation, by hypothecation, charge or lien upon the whole or part of the movable or immovable property or assets of the Federation present and future.

10.       To provide an efficient, effective and high quality promotion and public relations service to the Malta Federation of Professional Associations.

11.       No extraordinary expenditure may be incurred on behalf of the Federation without the specific or general authorisation of the Council.

MEETINGS OF COUNCIL

12.       The President, or in his absence, the Vice President shall fix the date, time and venue of all Council meetings.  During each calendar year there shall be at least quarterly meetings.  All meetings of Council are to be notified to each member of Council not less than 10 days before the date of a council meeting.

Such notification shall include an agenda but the President may table for discussion any other matter which in his opinion is considered of an urgent nature, provided that members agree to the suspension of the rules.

In exceptional circumstances a meeting may be called at short notice to deal with any urgent matter.

13.       The quorum for a Council meeting shall be more than 50% of the total number of the federated member associations. In the absence of a quorum the meeting shall proceed after thirty minutes unless a council member has indicated any objection to the secretary or any other official about the agenda being discussed at the meeting and the quorum of the second meeting shall be one less than the original quorum.  Furthermore one of the officials must be present.

Council members unable to attend may be represented by a proxy from his association who will produce the written authorisation of the federated and affiliatemember association being represented.

14.        Each federated member association is entitled to one vote.  All decisions shall be taken by a majority of votes except in the case contemplated in articles 21 and 32 covering application for membership.  In case of equality of votes the motion shall be considered as "not carried".

15.        In the absence of the Hon Secretary, the President or the person acting in his stead, may appoint another member of the Council to act in this capacity for that meeting.

16.        On receipt by the President of a written request for a Council meeting, signed by at least three federated and/or affiliatemember associations, the President shall within twenty one days of such receipt, call a meeting to discuss the matter referred to in the signed request.

DUTIES OF COUNCIL

17.        The management and administration of the Federation shall be the full responsibility of the Council.

18.        The Council, on behalf of the Federation is empowered to borrow, raise money in such amounts and manner and upon such terms as the Council shall think fit and for the purpose of or in connection with the Federation's requirements.

19.        The Council may at its own discretion appoint a secretary general on a remunatory basis, and any other employees as may be considered necessary from time to time.

20.        The Council of the Federation is obliged to hold on file the statute/regulations and code of conduct of each federated and affiliate member association.  Federated and affiliate member associations are to submit to Council a complete list of their respective subscribed members by the end of each year.

21.        If any amendments to the original statute of any federated and affiliate member association run counter to the Federation's statute, the Council of the Federation is obliged to refer back to the association the objection and if this is not complied with within six  months, Council may have to consider expulsion.

22.        Any federated or affiliate member association considered to be in default of the Federation’s statute is liable to expulsion.  Such a decision by Council has to be reached after due notice has been given to the respective federated and affiliate member association, and has been duly notified in the agenda of an appropriate meeting of Council.  The expulsion of a federated or affiliate member association must be approved by at least two thirds of the voting member associations attending the meeting.

ANNUAL GENERAL MEETING

23.         An Annual General Meeting shall be called not later than the 30th November for  the following purposes:

• to consider the President's report;
• to accept the audited accounts of the Federation (of the previous year)
  
• to elect the officials of the Council of the Federation for the next term;
• to appoint auditors for the ensuing year.

24.         Notice of the Annual General Meeting shall be given in writing to all federated and affiliate member associations at least 10 days before the date of the Annual General Meeting.

25.         Attendance at the General Meetings shall be open to the council  members of the respective federated and affiliate member associations.  On all business of the general meeting each federated member shall be entitled to one vote.  All members will be entitled to participate  and contribute to the debate.

26.         The quorum for a general meeting shall be more than 50% of the total number of federated member associations.  In the absence of a quorum a new meeting shall be called within two weeks and the quorum will be 50%.

ACCOUNTS OF THE FEDERATION

27.  The audited accounts of the Federation are to be presented to the Council by the end of June of each year.

28.  Provisional fnancial situation of the Federation is to be presented to Council at least every three months and an extract of these is presented at the Annual General Meeting.

ELECTION OF COUNCIL

29.         The officials of the Council are to be elected at the Annual General Meeting called for the purpose.  Nominations have to be formally made and duly seconded by previous notice in writing or at the Annual General Meeting.

30.         Any federated and affiliate member associations may nominate for election to the Council of the Federation any regular member even if he is not a member of the Council/Committee of the respective federated or affiliate member associations.

MEMBERSHIP OF THE FEDERATION

31.         Membership of the Federation is open to all established professional organisations which are regulated by their own statute and code of professional conduct, and who in turn subscribe to the Statute of the Federation.

Professional associations, chambers or groups are for this purpose deemed to be such if they are open to individuals in possession of the recognised appropriate qualification  granted by a university or a recognised institution of higher learning.  This period of study should not be less than four years on full time basis or its equivalent.

32.         Notwithstanding the above, professional organisations may by their own statute provide for membership of individuals who though they may not be in possession of the requisite qualifications, are eligible on their personal merits achieved through a proven long period of service and attested experience.  Each organisation must show that  two-thirds  of its members are full members on the basis of recognised qualifications.

This exception is to be limited to a transitory period which must also be acceptable to the Council of the Federation.

33.     To qualify for affiliate membership association with the Malta Federation of a Professional Associations, the applicant  must:

• be a properly constituted professional organisation;
• have as one of its main objectives the promotion, support and advancement of the status and interests of the profession it represents;
• be open for membership to all eligible persons without any discrimination;
• be a non-profit making organisation;
• not have any members belonging to another organisation affiliated with the Federation, membership with more than one organisation in the Federation is not acceptable.
  

34.     A Professional Organisation seeking affiliate membership shall apply in writing to the Hon Secretary of the Federation, attaching to such application

• a certified copy of the statute and other instrument constituting the professional organisation;
• the code of ethics applicable to members of such organisation;
• the names, addresses and the capacity of the officials of such organisation;
• a list of regular members of such organisation and their qualification;
• a resolution by the Professional Organisation duly authorising it to seek affiliate membership with the Federation;
• any other information or document as may be requested by the Federation.

35.      Acceptance for affiliate membership will require the vote of at least two-thirds majority of the federated members represented at a Council Meeting called for the purpose.  The organisation applying for affiliate membership will be informed in writing whether the request has been accepted or rejected.  Each accepted new organisation will become an affiliate member association  for a period of five years.  After the fifth year it will be eligible to apply to become a federated member association.

36.      An affiliate member association seeking federated membership shall apply in writing to the Hon Secretary attaching to such application a resolution by the Professional Organisation duly authorising it to seek federated membership with the Federation.  Acceptance for federated membership will require the vote of at least two-thirds majority of the federated members represented at a Council Meeting called for the purpose.

37.      In the case of rejection of an application for membership, the application may be resubmitted if new circumstances exist that would allow for acceptance of the organisation for membership.

38.       Nothing in the above sections may in any way prejudice the status or position of any of the member associations already federated.

39.       If changes to the statute of a member association or its action result in default of the Statute of the Malta Federation of Professional Associations, an affiliate or federated member may be refused further membership.

Should the Federated or affiliate member no longer meet the conditions necessary to be a member of the Federation, the President of that association shall be notified and be authorized to present its defense at a council meeting.

If the President or his representative, having been duly notified, not present a defense, the termination of membership shall be communicated to him.

All outstanding subscription fees and dues have to be paid immediately on termination or legal action will be taken.

SUBSCRIPTION

40.      The annual subscription fee shall be 7 euro per individual  member within each federated or affiliate member association.  There shall be  a minimum of 470 euro and a maximum of 2350 euro per federated/affiliate member association paid in advance.  The number of members will be as registered with each individual organisation, as at 31 December of the previous year and notified to the Hon. Treasurer by the 31 January of each year.  The fees have to be paid by the 31 March each year. The subscription fee may be payable as agreed with the Hon. Treasurer in four equal installments.  The installments must be paid by the end of March, June, September and December.

When an association’s membership is less than 50 members, the minimum fee shall be 9.50 euro per individual member with a
minimum of 280 euro.

Other expenses incurred by the Federation on behalf of any federated or affiliate member association will be notified to each member association and have to be paid within 90 days of this notification.  If these expenses are not refunded to the Federation on due date a fee of 25 euro will have to be paid each time by the failing association to cover administration fee.

41. (a)   In default of the payment by the time stipulated in article 37, a federated member association may have its voting powers forfeited and may be refused further membership of the Federation saving any other right of action for the enforcement of payment.
(b)   In default of the payment by the time stipulated in article 37, an affiliate member may be refused further membership of the Federation saving any other right of action for the enforcement of payment

42.       Any federated and affiliatemember association desiring to terminate its membership of the Federation shall give notice in writing to the Hon Secretary not less than thirty days before the first February of each year when its membership fees are due, in default of which it shall be deemed to have renewed its membership for a further period of one year.  All outstanding subscription fees and dues have to be paid immediately on termination.

43.       At the discretion of the Council non-member organisations may, on application, be granted, against financial compensation, the use of the facilities of the Federation.

44.       The fees by non-member organisations shall be set by the Council.

AMENDMENTS

EMBLEM

46.        The Malta Federation of Professional Associations may adopt an emblem the design of which is to be agreed to by the Council.

DISSOLUTION

47. (a)   Dissolution of the Federation must be discussed at a meeting convened specifically for this purpose.  Each federated member association will have one vote  Dissolution requires the approval of at least of three quarters of all federated member associations.
(b)    The distribution of the assets of the Federation between the federated member associations at such dissolution shall be allocated as follows:

• A federated member association with less than five years federated membership with the Federation will not have a share in the distribution of assets;
• Each federated member association should have a share in the distribution of assets proportionate to the number of years as federated members that it had paid its membership fees subject to (i) above.