Untitled Document

Constitution of
Seychelles Hospitality & Tourism Association

Foreword to The New Constitution of Seychelles Hospitality and Tourism Association

In the light of the rapid and complex developments taking place in the Seychelles tourism industry, the diversity of products now emerging and forming part of this industry and the necessity for more intensive dialogue with the government of the day, as well as the more active role of the private sector in various activities; consultations and decision- making in all sectors of the economy, the time has come for the Association to modernize itself and become more prominent and business-like to deal with the new challenges and complexities of the times ahead.

The need for greater co-operation between members of the Association, and also between the association and the public authorities, is a prerequisite to the enhancement of the tourism industry in Seychelles. Competition from other destinations and within Seychelles itself has made it necessary for the Association to reinvent itself so as to better serve all its members alike and to safeguard their interests.
For the above reasons the SHTA unanimously decided that a new more dynamic and modern constitution should be adopted, at the same time allowing for a broader membership base.

Constitution of Seychelles Hospitality and Tourism Association

1. Interpretation and Definitions
In the herewith attached Constitution and unless the context otherwise dictates:

“Active members” as described in article 5
“Associate members “as described in article 5.
“Association” means the Seychelles Hospitality and Tourism Association
“ Board” means the Executive Board of the Association
“Constitution” means this Constitution
“Member(s)” means the Member(s) of the Seychelles Hospitality and Tourism

Association

“Paid up members” means those who have paid their membership fees for the current year by 31st March of that same year.

“Secretariat” means the Secretariat of the Association
The masculine includes the feminine and vice versa
The singular includes the plural and vice versa
The word “person” includes any individual, public body, Company or Association or any body of persons corporate or incorporate;

2. Name of the Association
The name of the Association shall be Seychelles Hospitality and Tourism Association.

3. Place of Business
The place of business of the Association shall be at such a place in Seychelles as the Association may, from time to time, determine. The postal address for communication and correspondence, for the time being, shall be P O Box 1174, Victoria. sha@seychelles.net

4. Objectives
The objectives of the Association are:

To represent and promote the interests of all the members of the Association.

To provide a common forum for discussion of issues of concern to the tourism industry of Seychelles.

To provide a forum to initiate and enhance mutual collaboration within the tourism industry of Seychelles.

To provide a forum for initiation and implementation of activities which will enhance the purpose of the Association.

To advise and lobby government, international organizations and other forums so as to achieve the objectives of the Association and ensure the safety of the industry.

To provide a forum to engage in relevant discussions with other bodies in the interest of the Association and its members.

To make representations in relation to legislative or other matters of concern to the industry.

5. Membership
The founder Members of the Association shall be the founder Members of the Association as provided for in the previous Constitutions of the Association. Membership shall be open to any individual, company or other body corporate directly or indirectly involved with the tourism industry of Seychelles.

There shall be two classes of Members:
a. Active Members:
Such Members shall be any individual, company or other body corporate engaged directly in the tourism sector, belonging to the Association. This shall include persons or bodies engaged in the travel industry, aviation industry, and direct providers of goods and services to the Seychelles tourism industry.
Such Members shall have the right to vote as Members and shall pay membership fees as determined by the Association.
b. Associate Members:
Such Members shall be any individual, company or other body corporate engaged directly or indirectly in providing ancillary services to the tourism industry of the Seychelles, belonging to the Association.
Such Members shall have no right to vote and shall pay membership fees as are determined by the Association.
In the event of dismissal from the Association, any unused portion of the membership fee will be refunded to both classes of Members.

6.    Admission of Members
6.1     Applications for membership shall be made on the prescribed form and addressed to the secretariat of the Association.
6.2     The decision whether to admit a person as a Member shall be made by the Board. Where the Board rejects the admission of an applicant as a Member, the applicant may refer the matter to the Members at the next General meeting for the decision. The decision of the Members at such meeting shall be final.

7. Termination of Membership
7.1 subject to sub-paragraph 7.2 of this clause, a person shall cease to be a Member if;

his membership is terminated by a written notice of termination served by the Board, or by the Members at a General Meeting.

he resigns as a Member by giving notice in writing to this effect to the Association’s Secretariat;

he ceases to be engaged in a business specified in clause 5;

Membership fees for not less than three months remain overdue after having been given three months notice by the Chief Executive Officer.
Acts to the detriment of the Association
Violates the rules and regulations of the Association.

Any Member whose membership has been terminated by the Board may, within thirty days after being served with the notice of termination, appeal to the Secretariat against the decision of the Board. The Secretariat shall make necessary arrangements for the Member to submit the Member’s appeal to the next General meeting of the Members and, until the Members confirm or reverse the decision of the Board, the membership of the Member shall be deemed to have been suspended only and the Member shall retain his membership but shall have no right to participate in the ordinary activities of the Association.

In the event of cessation of membership, such Member shall forfeit all rights to or claims upon the Association but any and all unpaid dues shall remain a debt owing to the Association.

Entrance and Annual Membership Fee

The entrance and the annual membership fee shall be fixed at the Annual General Meeting after submission by the Treasurer of the budget for the current year according to the recommendations of the Board. The annual fee per Member shall be calculated at a fixed rate, determined by the Board, for each category of activity. The annual fee shall become due and payable only after the Members present and voting at the Annual General Meeting shall have approved it by a simple majority.

The Association‘s financial year shall be 1st January to 31st December. All membership fees must be made payable by 31st March of the current year.
Membership fees for Associate Members shall be fixed or levied, on a case by case basis, by the Members whenever such membership is granted by the Association.

Representation at meetings

9.1 Every Member has the right to be represented at the meetings of the Association by a maximum of two representatives.
9.2 Every Member may change the Member’s representation at any time but shall inform the secretariat in writing of the change.

Obligation of Members

10.1 All Members shall recognize, accept and respect the Constitution of the Association. A defaulting Member may face cancellation of his membership and expulsion.
10.2 Every Member, within the limits imposed by the protection of the Member’s own interest, if so requested by the Executive Board, shall furnish information and/or data necessary to advise, inform or benefit the Association.

Every Member shall make all reasonable efforts to participate in the meetings of the Association.

10.4 Every Member shall pay when due and payable the Member’s membership fee as fixed per clause Failure to comply with this obligation may give rise to legal action being taken against the Member in default.

Executive Board

Structure and Election

The day by day affairs of the Association shall be managed by an Executive

Board, composed of a maximum of twelve members, elected annually from members at the Annual General Meeting.
Notice of candidature shall be given in writing to the Chief Executive Officer of the Association at least seven days prior to the date of the annual general meeting on the prescribed form.

b) The members of the Board shall choose from among themselves:
- One Chairperson
- One Vice Chairperson
- One Secretary
- One Treasurer
- Up to eight Board Members including the CEO of the STB or a person delegated by the CEO.
The board may at its own discretion appoint ex officio members as and when the need arises.

c) The Board shall be elected for a term of one year but shall be eligible for re-election.
d) Where a member of the Board submits the member’s resignation in writing such resignation shall be effective upon approval by the Board.
e) Where a vacancy occurs on the Board between two Annual General Meetings, the vacancy shall be filled by the Board.
f) A member appointed to fill a casual vacancy shall retire at the next following Annual General Meeting.
g) The Chairperson of the Board shall be the Association’s Chairperson.

Duties and powers of the Executive Board

Subject to this Constitution and /or any other directions or instructions the Members may, from time to time, give to the Executive Board at any General Meeting, the Board shall:

Have power to deal with the assets of the Association and generally manage the affairs of the Association for the purpose of carrying out its objectives
Have power to represent the Association and deal with matters of the Association not specifically reserved by a General Meeting of the Members for the decision of the Members at a General Meeting;
Be responsible for deciding on the admission or removal of anyone as Member of the Association;
Prepare and submit for approval or otherwise the budget of the Association for every following financial year to the Members at the Annual General meeting;
Administer the funds of the Association allocated according to the budget approved by the Members at the Annual General meeting;
Invest the funds of the Association in a legitimate manner in the interests of the Association
Create sub-committees as necessary for the best attainment of the objectives of the Association and appoint Members, consultants or any other expert to manage and run such committees;
Convene General Meetings in accordance with the requirement of the Association and the Constitution;
Prepare an annual report of the activities and performance of the Association and present this report to the members at the Annual General Meeting.
Deal with any matters which the Members may, from time to time, assign to the Board;
Organize, co-ordinate and manage the Secretariat of the Association;
Appoint and dismiss the Chief Executive Officer;
Employ or dismiss from employment any person previously employed by the Association in accordance with the law in force from time to time;
Rent, lease or purchase areas, buildings or offices as may become necessary from time to time for bettering the performance of the Association.
Decide on any amendments / alterations to the logo, flag, colours or motto of the Association.

Removal or resignation of the Member(s) of the Executive Board. A

Member of the Board shall cease to be a Member if:

He is removed from office by a resolution of the Members at any General Meeting;
He resigns from the Board by giving thirty days notice in writing to the Secretary General;
He ceases to be a Member of the Association;
He becomes bankrupt or makes any arrangement or composition with his creditors;
He is declared unsound mentally;
He is absent from three Board meetings without a valid reason or without having obtained leave from the chairman for such absences.

11.4 Quorum
The quorum at any Executive Board Meeting shall be five ( 5).

Voting during Executive Board Meetings

Members of the Board shall have one vote except for the Chairperson who shall have an additional casting vote should any equality of votes occur.
Voting shall, unless otherwise requested by a majority of the Board present, be carried out by show of hands and resolutions shall be made by simple majority.

Proceedings

The Board may transact any business by circulation of papers. A proposal agreed to in writing by all the Members of the Board shall have the same effect as if it were a decision of the Board made at a meeting of the Board.
The Board shall regulate, except as otherwise provided in this Constitution, its own proceedings including the regularity of the meetings of the Board.

11.7 Records
The Board shall keep a written record of all its proceedings.

Secretariat

There shall be a Secretariat of the Association.

The Secretariat, operating under the direct supervision of the Board, shall be in charge of all those transactions that cannot be taken charge of or dealt with directly by the single members of the Board. It shall be headed by a full time Chief Executive Officer

(CEO) who shall be chosen and employed by the Board on behalf of the Association.

Besides carrying out normal office practice and duties, the Chief Executive Officer shall cover all aspects connected with or related to the various functions and tasks of the Association. The CEO shall deal with Government where and when necessary and shall represent the Association, when so requested by the Board, at trade fairs, road shows and similar events.

The Secretariat shall be at the service of all Members, subject to its services being compensated by the Member concerned whenever expenses, not foreseen in the budget as approved at the Annual General Meeting, have to be met on behalf of the Members.

The Board may decide, if necessary and in order to attain better results, to increase the number of staff in the Secretariat, provided that the funds necessary will not exceed its budget allocation for the current year.

General Meeting

13.1Procedures and powers

Written notice of 14 days shall be given to each member for Annual General Meetings and other general meetings.
Written notice of 10 days shall be given to each member for Extra-ordinary General Meetings. In case of Emergency Extra-ordinary meetings the written notice may be reduced to 48 hours.
In every case the agenda of the meeting stating clearly the business of the meeting shall accompany the notice.
Minutes of general meetings shall be recorded by the secretariat and shall be made official documents of the Association.

Annual General Meetings

The Association shall hold an Annual General Meeting of the Members of the Association at least once every calendar year no later than March of that year :
(i)         To elect Members of the Executive Board
(ii)         To approve or otherwise the audited accounts of the Association for the last preceding financial year;
(iii)        To appoint or re-confirm the appointment of the auditor of the Association;
(iv)        To consider and endorse the annual report of the Association;
(v)        To consider and endorse the budget of the Association for the following year.
(vi)        To deal with any matter put before the Members by the Board or any
other matter which the General Meeting may resolve to transact at the
meeting;

General Meetings

The Association shall hold on a regular basis General Meetings, if possible once every four months to discuss
(i) the problems of the members

occupancy figures and market trends;
the working environment for the tourism industry;
any other business that may be of interest to the Members.

Extra-ordinary General Meetings

A meeting of the Members, which is not an Annual General Meeting or General Meeting shall be termed an Extra-ordinary General meeting. An Extra-ordinary General Meeting may deal with any matter which the Board has put before the Members at a General Meeting or which the General Meeting resolves to transact at the Extra-ordinary General Meeting, save for matters which have been specifically reserved under this Constitution to be dealt with exclusively at an Annual General Meeting.
The Board may at any time giving the members fifteen days notice in writing, convene an Extra-ordinary General Meeting and shall, at the request of not less than one third of the Members, convene an Extraordinary General Meeting in the manner provided for in sub-paragraph (c) (ii), of this clause.
A notice convening an Extraordinary General Meeting shall also specify the matters to be transacted at the meeting but the Members may, by resolution, deal with any matter not specified or mentioned in the notice convening the meeting.

Quorum at meetings

The quorum at an Annual General Meeting, a General Meeting or an Extraordinary General Meeting shall be 50% of the paid-up Active Members of the Association.
(a) In the case that there is no quorum at an Annual General Meeting the meeting shall be postponed for a fortnight and at that subsequent meeting the business of the day shall be proceeded with, notwithstanding the number of members present.
(b) All other General Meetings shall be absolutely dissolved.

Voting

Only Active Members of the Association shall be entitled to vote at General Meetings of the Association.
Voting shall be in person or by proxy, such proxy to be authenticated and submitted to the secretariat at least twenty four hours before the meeting.
Each Member entitled to vote at the General Meetings, irrelevant of the Member’s representation, shall have one vote and, unless this Constitution or a resolution passed by the Members at a General Meeting provides otherwise, any matter required to be decided at a General Meeting shall be decided by simple majority of votes of the Members present and voting at the meeting.
Voting shall be carried out, only with the exception of voting for the election of the Board, by show of hands, unless the majority of the Members present and voting expressly request that the vote be carried out by secret ballot.
Voting at the election of the Board at the Annual General Meeting shall be carried out solely by secret ballot.

Presiding at General Meeting

General Meetings of the Association shall be presided over by the Chairperson of the Association and, in the absence of the Chairperson, by the Vice Chairperson.

Financial Year

The financial year of the Association shall be the calendar year.

Financial Management
The financial management of the funds of the Association shall be the sole responsibility of the Board under the guidelines and restrictions provided for by the budget as approved at the Annual General Meeting.
The Treasurer shall keep proper accounts and records of all financial transactions and related matters of the Association; shall, in respect of every financial year, prepare a statement of accounts in such form as the members may decide at a General Meeting; and shall prepare a budget for the next following year.
At the end of every financial year the Board shall cause the accounts for the previous year to be duly audited by external auditors. These accounts and records shall be approved and signed by the Board in preparation for presentation at the next following Annual General Meeting.

Signatories for financial transactions

Signatories for financial transactions shall be the Chairman, the Treasurer, the Secretary of the Association. Any financial transactions shall be signed for by any two of those persons at any one time.

Duties of the Chairperson

a. The Chairperson shall preside over all meetings of the Association.

b. At the Annual General Meeting of the Association, the Chairperson shall submit a report on the activities of the Association for the preceding accounting period, together with a statement of accounts drawn up and signed by the Treasurer and certified by the auditor.

c. In the absence of the Chairperson, the Vice Chairperson shall preside over any meeting.

d. In the absence of both the Chairperson and the Vice Chairperson, any Board Member chosen from among and by the other Board Members present at a meeting shall preside over the meeting.

e. In case of equality of votes, the Chairperson of the meeting shall have a casting vote.

f. The Vice Chairperson shall exercise the same powers and rights, and assume the same responsibilities as those of the Chairperson in the absence of the latter.

21. Duties of the Secretary
21.1The Secretary shall:

Convene all meetings of the Association
Draw up the minutes of meetings which shall after confirmation at the ensuing meetings be signed by the Secretary and the Chairperson.
Keep a register of Members in which shall be recorded:
the names and surnames of each Member
its address
the date of its admission
the date of conferment of its legal status
such other particulars as the Board may require.
have the custody of the records of the Association

21.2 In the absence of the Secretary of the Board at any Board or General Meeting, any member of the Board may be appointed by the Board or by the General Meeting to act as Secretary at the Board or General Meeting.
21.3 A copy or extract of all minutes of proceedings of meetings , duly signed and certified by the Chairperson and the Secretary , shall be received as conclusive evidence of all matters therein contained.

22. Duties of the Treasurer.
The Treasurer shall:

have custody of all account books of the Association
receive all sums of money due or accruing to the Association and deliver receipts thereof
within the least possible delay, pay into one or more of the local banks chosen by the Board, the money received by him
be allowed to keep in the Treasurer’s possession a sum not exceeding one thousand rupees ( SCR 1000) as petty cash
lay quarterly before the Board a statement showing the financial transactions of the Association for the previous quarter
submit at each meeting a list of Members who have failed to pay their subscription.
Prepare the statement of accounts
Produce the Association’s books for examination whenever required by the Chairperson or by the auditor.
In conjunction with the Chairperson sign all cheques, deeds and other documents of the Association.
Keep a record of revenue in the form prescribed by law and a cash book showing its receipts and payment.
Once a year not later than one month after the accounting period prepare and submit to the Board a statement of the receipts and payments of the Association in respect of the accounting period and of the assets and of the assets and liabilities of the Association existing at the end of the accounting period.
On the resignation or on vacation of the Treasurer’s office or whenever required so to do by the rules of the Association or the Registration of Association Act, render to the Association a true account of money received and paid by the Treasurer since the Treasurer’s appointment or since the Treasurer last rendered an account , whichever occurs later.

23. Appointment and duties of the auditor

a. One professionally qualified auditor of the Association shall be appointed at the Annual General Meeting
b. The auditor shall hold office for one accounting period.
c. The auditor may be removed and replaced by a decision of a General Meeting
d. The Board shall upon written request by the auditor submit the accounts of the Association for audit.

23.1 The auditor shall:
a. make a thorough examination of all the books and documents in the custody of the Treasurer at least once yearly and shall forthwith report to the Chairperson any error or omission detected in the course of the examination;
b. verify and certify all statements of accounts prior to their being submitted to the Annual General Meeting;
c. draw an inventory of all the belongings of the Association at least once a year.
d. The Annual General Meeting shall fix or authorize the Board to fix the remuneration of the auditor.

24. Keeping and inspection of books

All books of the Association shall be kept in English or in French
The books shall be open to inspection to any person having an interest in the funds of the Association.
All books and documents shall be kept at the seat of the Association.
The records of the proceedings of the Board and the General Meetings of the Association and the records containing the names of the Members of the Association shall be open to inspection by the members during such time and at such place as the Board may, from time to time, determine.

25. Amendment of the constitution
The Members may, subject to the provisions of the Registration of Associations’ Act, amend this Constitution.

26. Dissolution
The Members may, subject to the provisions of the Registration of Associations’ Act, dissolve the Association.

27. Outstanding debts
The members of the Association shall be jointly and wholly responsible for any and all outstanding debts upon dissolution of the Association.

28. Miscellaneous
a. the Association may be affiliated to any other Association, or form part of any federation of associations locally or overseas provided that in so doing such affiliation is not detrimental to the objects of the Association.
b. Any dispute between the Association and any of its Members or any person’s claim
by or through a Member shall be settled by a Special General Meeting.
c. The handling over of all books, documents, cash in hand etc.. shall be effected within two weeks of the date of appointment of the newly elected officers.

29. Certification and Adoption
This is to certify that this is the true and correct copy of the Constitution of the Seychelles Hospitality and Tourism Association (SHTA) as amended, passed and adopted.

Mr Francis Mondon
Hon. Secretary
Certified as true and correct.