Recognising the potential for development within the tourism sector of the Maldives; Realising the need for cooperation amongst the involved parties, for achieving such development; Accepting that such cooperation will also enhance greater mobilisation of resources from within and outside the country; Being convinced that in this context an institution formed should be based on the principles of non-political, non-profit making and non-governmental organisation; Agree that the Maldives Association of Tourism Association shall operate with the objectives and in accordance with the procedures set out herein.
THE ASSOCIATION 1-Name
The name of the Association shall be Maldives Association of Tourism Industry and may be abbreviated as MATI. 2-Purpose
The purpose of the Association shall be to enhance the development of the tourism industry of the Maldives. 3-Functions
To fulfil the purpose the Association shall be have the following functions
3.1- Provision of a common forum for discussion of issues of concern to the tourism industry of Maldives.
3.2- Provision of a forum for initiation & implementation of activities, which will enhance the Purpose of the Association.
3.3- Provision of a forum to initiate & enhance mutual collaboration within the tourism industry of the Maldives.
3.4- Provision of a forum of opportunities, which will positively contribute towards fulfilling the purpose.
3.5- Advice and lobby the government to achieve the objectives of the Association.
3.6- To carry on any other service/s which in the opinion of the Association is capable of being advantageously carried on in connection with or as ancillary to the above.
Lobby the government, international and other for as for purposes of achieving the Purpose of the Association. 5. Covenant
The members of the Maldives Association of Tourism Industry hereby pledge to honour the Charter & other rules and regulations of the Association. Further, the members also pledge to contribute to the fullest extent possible towards fulfilling the purpose, the activities and the aims & objectives of the Association and to the development of the Maldivian Tourism Industry. By this undertaking the members shall refrain from and cease where possible any and/or all activities having a potential damage to the Association and/or to the Maldivian tourism industry.
6. Assets, Profits and Liabilities
6.1 The Association and/or its Executive Board shall be liable for their acts to the extent provided for by the Maldivian Law.
6.2 The Association shall not declare dividends.
6.3 Neither any Founder Member, Executive Board Member, Active Member, Associate Member or any Honorary Member of the association has any ownership rights over any assets or monies of the association. 7. Office
The Association shall have its registered office at FATHURU VEHI, Buruzu Magu, Male’, Republic of Maldives. 8. Amendments to the Charter
8.1- The Charter shall only be amended by a 2/3 majority of Active Members eligible and voting at a General Meeting convened for that purpose with due notice given to that effect to the members.
8.2- Alterations/amendments to the Charter shall come into effect on the date of registration of such changes at the relevant Government authority where necessary.
LAWS & REGULATIONS
9.1- This document shall be the Charter of the Association & the Association shall be managed in accordance with the laws of the Maldives and the provisions herein. Where the Charter contradicts the Maldivian Law, the Charter shall be amended and until then the Law will prevail. 10. Rules & regulations
10.1- Provided that it (such actions) does not contravene or contradict the Charter the power to enact review and/or revise rules and regulations and codes of practice as are ancillary to the provisions herein shall vest with the Executive Board. 10.2- Any rule, regulations, code of conduct enacted by the Executive Board may be reviewed, changed or rescinded by the members at a General Meeting.
11.1- The subscribers to the Charter shall be the members of the Association.
11.2- The Founder Members of the Association are listed in Annex 1 of this Charter. 12. Eligibility for membership
12.1- Membership shall be open to all individuals and entities directly or indirectly involved and/or associated with the tourism industry of the Maldives.
12.2- The right to vest or divest membership, allocate membership category (class) and accept membership representation or entities rests with the Executive Board. However, in case of a rejection or refusal, the Executive Board shall give cause in writing.
13. Classes of members
The Association shall have the following classes of members: –
13.1- Active Members: –
Active Members shall: – (a) be an individual or an entity engaged directly in tourism sector, which sector shall also mean to include travel industry, aviation industry and direct providers and suppliers of goods and services to the Maldives tourism sector. This Article does not prohibit individual resorts to hold membership in the Association as a distinct member from it owners. (b) have the right to vote at as a member.
( c ) pay membership fee as determined by the rules & regulations of the Association.
Associate Members: –
Associate Members shall: –
a) be an individual or a entity directly or indirectly involved in the tourism sector of the Maldives or those who provide an ancillary service to the tourism industry of the Maldives.
b) not have a right to vote as a member.
c) pay membership fee as determined by the rules & regulations of the Association 13.2- Members of Honour
Members of honour: –
a) shall be members who are awarded life membership by a unanimous decision of the Executive Board.
b) shall be chosen on the basis of outstanding services to the tourism industry of Maldives and/or for such services to the Association.
c) shall not be liable to pay any fee nor enjoy the right to vote.
13.3- Any other class of member may apply and maybe admitted upon terms and conditions to be determined by the Executive Board. 14. Fees
14.1- Fee payable for admission as an Active Member shall be MRF. 1,000/-.
14.2- Fee payable for admission as an Associate Member shall be MRF. 1,000/-
14.3- Annual subscription payable by an Active Member shall be MRF. 30,000/-
14.4- Annual subscription payable by an Associate Member shall be MRF. 20,000/-.
14.5- Admission fees shall be payable with the application for admission but shall be refunded where an application is unsuccessful.
14.6- Annual subscription for the first year shall be payable upon notification of admission and subsequently on or before the 1st of August each year.
14.7- Fees once paid shall not be refunded except in circumstances provided for by Clause 14.5 herein.
14.8- MATI reserves the right to review the admission and annual subscription fees from time to time and that the fees may be amended by resolution of a majority of the Active Members present at a general meeting. 15. Undertaking of members
15.1- By virtue of admission to the Association, members pledge to honour the covenant, respect the Charter & other rules and regulations of the Association and contribute to the maximum extent towards fulfilling the Purpose of the Association.
15.2- Non-receipt of the rules shall not be a reason for exemption from non-compliance to the Charter or any other rule of the Association.
15.3- Funds and Funding Raising
a) The Association may raise funds to further the aims of the Association. Such raising of funds shall be approved by the Executive Board.
b) The profits from any business or activity, undertaken in accordance with the Associations Act and the constitution, shall not be used to gain profits for the members of the Association nor shall it be distributed among its members.
c) Business activities of the Association shall not exceed the overall scope of other activities. 16. Representation 16.1- Members who are a legal entity shall be represented by a duly nominated representative.
16.2- Nomination of a representative shall be effective upon the Executive Board accepting the nomination.
16.3- The entity which is the Member shall be responsible for the actions of its duly nominated representative in all matters related to the Association except the actions of the representative as a member of the Executive Board. 17. Withdrawal, suspension and expulsion of members
17.1- Any member may withdraw from the Association by delivering a notice in writing to the Association at its principal office and shall be effective upon acknowledgement by the Executive Board/Secretariat of such withdrawal.
17.2- The Executive Board shall as deemed necessary, suspend or expel any member from the Association: –
17.2.1- Where a member’s subscription hereof is three months overdue and after giving 30 days notice by the Secretary General of the member’s dues.
17.2.2- by a resolution of ¾ members of the Executive Board present & voting after hearing the member’s case where a member,
a) dishonours the covenant in Article 5 herein, and/or
b) acts to the detriment or against the interest of the Association, and/or
c) violates the Charter or any rule of the Association
17.3- Suspension or expulsion under Clause 17.2.2(b) shall be after holding a hearing where the member is given an opportunity to answer for his/her actions and through a vote of 3/4 majority of an Executive Board meeting. The voting for suspension shall be through secret ballot.
17.4- Except for voluntary withdrawal, the cessation of membership shall be as a last resort and for the common interest of the Association. 18. Cessation of membership
18.1- In the event of the cessation of the membership, such member shall forfeit all rights to or claims upon the Association but any and all dues shall remain a debt owing to the Association.
19. Structure of the Executive Board 19.1 The Association shall be managed by an Executive Board elected among the Active Members at an Annual General Meeting of the Association. Subject to Article 66 below, the number of Members on the Executive Board shall be fifteen (15) Members from among the Active Members of the Association.
19.2 he Executive Board shall be comprised and structured as follows:
• Chairman • 2 Vice Chairmen • Secretary General • Assistant Secretary General • Financial Controller • 9 Executive Members
19.3 The Executive Board shall meet at least once in every quarter and a minimum of six (6) times each year, at such times and places as the chairman may decide.
19.4 Notwithstanding the above, an Executive Board meeting shall be held immediately on the date or on the following day after an Annual General Meeting held. During this meeting the Executive Board shall decide the number of meetings to be held in the coming year, and allocate the dates and times for the Executive Board Meetings in respect of the same.
19.5 Notice of the meetings shall be served on all members of the Executive Board atleast 7 days in advance together with the agenda of the meeting.
19.6 Members who are unable to attend a meeting may send in comments to a specific matter included in the agenda for discussion at the Executive Board meeting, by email no later than 24 hours prior to meeting.
19.7 The quorum for the Executive Board meeting shall be 5 provided that:
a) The chairman or Vice Chairman is present b) The Secretary General or Deputy Secretary General is present, and c) 3 other Active members are present.
19.8 The first composition of the Executive Board is listed in Annex 2 to this Charter. 20. Election & dismissal of the Executive Board
20.1- The Executive Board shall be elected at the Annual General Meeting from among the Active Members and their representatives holding proxies to vote on their behalf.
20.2- Members of the Executive Board shall be competent individuals elected from among the Active Members and their representatives recognised for their achievement in the tourism industry or elsewhere.
20.3- Member/s of the Executive Board shall vacate their office, if at a General Meeting duly held for this purpose passes a no confidence vote of the member by a 2/3 majority.
20.4- Where a Member of the Executive Board submits his resignation in writing such resignation shall be effective upon approval from the Executive Board.
20.5- A member of the Executive Board should at least be 18 years old. 21. Term of the Executive Board 21.1 The Executive Board shall be elected for a term of one year.
21.2 Where an Executive Board has not been elected upon the determination of the term the existing Board shall function till a new Board is elected.
21.3 Such extended term as stated in Article 21.2 herein shall not exceed 15 calendar months.
22 Duties & Powers of the Executive Board
All executive powers of the Association are vested with the Executive Board unless specifically mentioned otherwise in the Charter. The Executive Board is responsible for the management of the Association, initiate and implement activities that are necessary for the achievement of the ideals of the Association and shall have the right to act and make decisions in the name of the Association which shall be binding on the Association provided that the exercise of such powers are within the bounds established in this Charter.
The Executive Board shall : –
22.1 Be responsible for the management of the Association in accordance with the Charter and regulations of the Association.
22.2 Initiate and implement activities as are necessary for fulfilling the Purpose of the Association.
22.3 In accordance with the provisions herein the Executive Board shall admit, suspend and/or expel members.
22.4 Accept and/or reject representatives nominated by members.
22.5 Hear and decide on appeals for re-admission and/or re-nominations.
22.6 Bestow membership of honour on suitable candidates.
22.7 Prior to submission to the AGM consider the annual accounts and decide on the appropriation of funds for the budget of the Association, reserves or sinking fund and depreciation
22.8 Engage employees necessary for the business of the Association and regulate their duties and salaries.
22.9 Establish or dissolve subsidiary bodies as maybe necessary to conduct the business of the Association.
22.10 Exercise such other powers as are expressly assigned to the Executive Board by the provisions herein.
22.11 Prepare an Annual Report of the activities and performance of MATI and present this report to the members at the Annual General Meeting.
22.12 Decide on any amendments/alterations to the logo, flag, colours or motto of the association.
23- Meetings of Executive Board Members
The President of the Association shall be the Chairman of the Executive Board and shall be the head of the Executive Board. The Chairman shall have the following powers:
a) To chair all General Meetings and Executive Board Meetings b) To call for a General Meeting in consultation with the Executive Board and to convene Bard meetings c) To cast an extra deciding vote at General Meetings and Executive Board Meetings d) To sign all legal documents on behalf of the Association e) To represent the Association in all forums f) To present the Annual Report of the Association at the Annual General Meeting g) The Chairman may at his discretion, from time to time, temporarily delegate his powers to a Vice Chairman. 23.1 Vice-Chairmen
The Vice-Chairmen shall act for the Chairman when the Chairman is out of the country or is indisposed or is unable to attend any meeting.
23.2 Financial Controller
The Financial Controller shall be responsible for the monitoring of the financial performance of the Association and shall give a statement of accounts to be presented at every Annual General Meeting and as requested by the Executive Board.
23.3 Secretary General
The Secretary General shall oversee the running of the Association under the direction of the Chairman and supervise organisation of all meetings and be responsible for performing such other functions as may be requested of the Secretary General.
23.4 Assistant Secretary General
The Assistant Secretary General shall assist the Secretary General in his duties and deputise for Secretary General when he is out of the country or temporarily indisposed.
23.5 Executive Board Members
The Executive Board members shall attend the meetings of the Executive Board and deliberate on matters tabled for the meeting and perform tasks assigned to them by the Executive Board.
23.6 Meetings of the Executive Board
23.6.1 The Executive Board shall meet at least once in every quarter and a minimum of six (6) times each year at such times and places as the Chairman may decide.
23.6.2 The quorum for the transaction of the Executive Board Meeting shall be 5 members. Any Executive Board Member enabled to participate in the proceedings of a meeting by means of a communication device (including a telephone, audio-visual link or other form of telecommunications) which allows all of the other Executive Board Members present at such meeting to hear at all times such member and such member to hear at all times all other members present at such meeting (in each case whether in person or by means of any such type of communication device) shall be deemed to be present at such meeting and shall be counted when reckoning a quorum.
23.6.3 Minutes of all proceedings of the Association shall be recorded and shall be approved and signed by the Chairman. Minutes authenticated as such shall be official documents of the Association.
24 Resolutions of the Executive Board
All resolutions of the Executive Board unless otherwise expressly required herein shall be by a simple majority.
The Chairman shall: –
25.1 be an Active Member or shall represent an Active Member.
25.2 be the representative of the Association.
25.3 be the Chief Executive of the Association and shall conduct the business of the Association with the direction of the Executive Board.
25.4 perform such other duties as maybe incidental to the office of the Chairman.
25.5 vacate his chair if Association in general meeting by 2/3 majority pronounce him unfit to hold the post. V MEETINGS OF THE ASSOCIATION
26 General Convention
A General Convention shall be held in each alternate year with a view to promoting the aims and objectives of the Association.
27 Annual General Meeting
The Annual General Meeting in respect of previous year that ended on 31st day of December shall be held no later than the last day of February of the current year. 28 Extra-ordinary General Meetings
28.1 All meetings of the Association other than the Annual General Meeting shall be extra-ordinary general meetings. The Chairman may hold an Extraordinary Emergency Meeting if it is so warranted due to a natural disaster or such occurrence of import.
28.2 The Chairman shall hold an extra-ordinary general meeting
a) When he deems necessary b) upon the advice of the Executive Board. c) upon the written request of 10% of Active Members.
28.3 Demand to convene a general meeting shall provide details of matters for consideration at the meeting.
28.4 If the Chairman does not proceed to call a meeting for a date within one calendar month of the deposit of a valid demand, the requisitioners or some of the requisitioners provided that they represent not less than 20% of Active Members of the Association shall be entitled to call for an extra-ordinary general meeting.
28.5 Such a meeting called as per Article 28.4 shall not be held after the lapse of three calendar months from the date of the deposit of the requisition.
28.6 Register of Members
a) The Association shall keep a Record Book in which names and details of members such as addresses, subscriptions paid, record of attendance and such other matters shall be included. This Register shall be open to scrutiny by members during working hours.
b) At a meeting of the Association if any member challenges the right of vote of another member or a members eligibility, non-payment of subscription fees and/or non attendance that has not been informed, the Register shall be produced at the meeting in which the issue is to be discussed. VI
PROCEEDINGS AT GENERAL MEETINGS 29 -Notice of Meetings
29.1 Written notice of 14 days shall be given to each member for Annual General Meetings and other General Meetings.
29.2 Written notice of 10 days shall be given to each member for Extraordinary General Meetings. In case of Emergency Extraordinary Meetings the written notice may be reduced to 72 hours.
29.3 In every case of notice of meetings the Agenda of the Meeting stating clearly the business of the meeting shall accompany the notice. 30 Quorum of general meetings
A majority of the Active Members shall be quorum for general meetings. 31 Motions of general meetings
No motion shall be taken at any general meeting if a quorum is not present at the time in question. 32 Powers of general meetings
The Members of the Association shall delegate all their powers to the Executive Board except their powers to
32.1 consider & endorse the Annual Report of the Association.
32.2 consider & endorse the Annual accounts of the Association.
32.3 elect & dismiss the Chairman & members of the Executive Board.
32.4 appoint auditors & determine of their remuneration for the period till the next Annual General Meeting.
32.5 dissolve the Association
32.6 appoint & fix the remuneration of the liquidator in case of dissolution of the Association.
32.7 Distribute surplus assets upon dissolution.
32.8 Amend the Charter.
32.9 The members, at a General Meeting, shall have the right to question any policy or decision of the Executive Board.
32.10 The members, at a General Meeting may pass a resolution provided such resolution is supported by a 2/3 majority at a meeting at which not less than 2/3 of the Active Members are present.
32.11 At Extraordinary General Meetings called by Members as 28.3 the business of the meeting shall be confined solely to the purpose for which the meeting was demanded. 33 Deliberations at the Annual General Meeting.
The following shall be considered at the Annual General Meeting
33.5 Chairman’s address.
33.6 Consideration & endorsement of the Annual Report of the Association.
33.7 Consideration and endorsement of the Annual accounts of the Association.
33.8 Consideration and endorsement of the audited accounts for the past year.
33.9 Consideration and endorsement of the budgeted accounts for the following year.
33.10 Election of members to the Executive Board.
33.11 Appointment of auditors & determination of their remuneration for the period till the next Annual General Meeting. 34 Voting at general meetings
34.1 Only Active Members of the Association shall be entitled to vote at general meetings of the Association.
34.2 Voting shall be in person or by proxy, such authenticated proxy to be submitted to the Secretariat at the meeting one hour before the meeting.
34.3 Voting at all meetings of the Association shall be by a show of hands except where a poll is demanded by members present at the meeting.
34.4 During a vote whether by a show of hands or by poll each member shall be entitled to one vote except where the Chairman exercises his right of casting vote.
34.5 In the case of equality of votes whether at a show of hands or at a poll the Chairman shall have a casting vote.
34.6 No member who is suspended or whose subscription is overdue shall be eligible to vote at a general meeting. 35 Resolutions at general meetings
Resolutions shall be passed as much as possible by acclamation. In case of a dispute, voting by show of and or poll on demand by members shall e allowed. 36 Minutes of general meetings
Minutes of general meetings shall be duly recorded by the Secretariat and shall be made official documents of the Association.
ACCOUNTS & FINANCE
37 Financial Year
The financial year of the Association shall be from 1st January to 31st December of each year.
38.1 The annual accounts of the Association shall be audited by an internationally acceptable or by a reputed audit firm.
38.2 The Auditors of the Association shall be elected at the Annual General Meeting or where necessary at a general meeting.
38.3 MATI’s accounts should be audited by external auditors.
38.4 The external auditor must be someone appointed by the General Meeting.
38.5 The external auditor should prepare an annual Auditors Report, and this should include details of the annual accounts of the organisation, the amount of subscription fees collected, the income expenditures of the organisation and any loans taken by the organisation.
39 Books of Accounts
39.1 The Books of Accounts of the Association shall be maintained in accordance with internationally accepted accounting standards and practices at the registered office of the Association.
39.2 Each year the external auditor should prepare an annual Auditors Report including details of the annual accounts of the organisation, the amount of subscription fees collected, the income expenditures of the organisation and any loans taken by the organisation. These accounts and report should be approved and signed by the Executive Board and presented to the Members for their approval at the Annual General Meeting.
39.3 The Books of Accounts and records of financial transactions of the Association shall be maintained for a period of 5 years from the date of entry.
40. Inspection of Books of Accounts
Books of Accounts shall be open for inspection by members of the Executive Board at all times during normal office hours and to other members or representatives of members but through written notice and prior appointment and upon conditions determined by the Executive Board from time to time.
OTHER PROVISIONS 41 Loans
Loans in the name of the Association shall only be raised with the approval of a general meeting. The amount to be raised shall also be approved therein. 42 Seal
a. The Executive Board shall forthwith provide for a common seal for the purpose of the Association and shall provide for the safe custody of the seal.
b. The Executive Board shall forthwith provide a common seal for the purpose of the Association and shall provide for the safe custody of the seal.
c. The seal may be used by persons of the Executive Board authorised by the Executive Board through a Board resolution. 43 Indemnity
a. Every member of the Executive Board, subsidiary body or other officer of the Association or any other person employed shall be indemnified by the Association for losses, expenses and other liabilities accrued in the course of duty or other work assigned by the Association, provided that such losses expenses or liability is not a result of their wilful negligence or recklessness.
b. Where loss, expense or liability as stated in Article 43.1 herein arises partly in the normal course of the business and partly due to wilful and gross negligence of such party, the Association shall indemnify such person to the extent, the business or other work of the Association contributed to the loss. 44 Language
The official language of the Association shall be Dhivehi and English shall be the working language.
45 Signature & deposit
The original of this Charter shall be open for signature at the Office of the Association during normal working hours. 46 Dissolution of the Association
a. Dissolution of the Association can only take place with prior approval from the Ministry of Home Affairs and Environment.
b. The Association must follow the procedures in the Associations Act and the Regulations in carrying out any voluntary Dissolution.
c. If the members of the Association desire to dissolve the Association they shall resolve to do so by a 3/4 majority at a general meeting at which not less than 3/4 of the Active Members of the Association are present. The members present and voting shall also select a person to carry on the work of the dissolution and determine the remuneration to be paid to such person.
d. Upon the winding up of the Association the surplus assets after payment of debts and other liabilities shall be donated to an institution or organisation having objects similar to the Association to be determined by the Association in general meeting for dissolution and which is an active Non-Governmental Organisation or charity fund recognised by the Government of Maldives. 47 Outstanding debts
The members of the Association shall be jointly and wholly responsible for any and all outstanding debts upon dissolution.
Maldives Association of Tourism Industry (MATI) FOUNDER MEMBERS The Founder Members of the Association are:- Name Organisation
1. Mr. Mohamed Umar Maniku Universal Enterprises Pvt. Ltd. 2. Mr. Bandhu Ibrahim Saleem Cyprea Ltd. 3. Mr. Hussain Afeef Meeru Island Resort 4. Mr. Qasim Ibrahim Bodufinolhu (Fun Island Resort) 5. Ms. Genelle Reid Treasure Island Enterprises Pvt. Ltd. 6. Mr. Salah Shihab Voyages Maldives Pvt. Ltd. 7. Mr. Mohamed Waheed-ud-Deen Deen’s Orchid Agency 8. Mr. K. Kylasam Taj – Villivaru/Biyaadhoo Resort 9. Mr. Husny Mohamed Jetan Travels Pvt. Ltd. 10. Mr. Mohamed Hameed Bunny Holdings Pvt. Ltd. 11. Mr. Abdul Jaleel Safari Tours Pvt. Ltd. 12. Mr. Ahmed Naseem Phoenix Travels Pvt. Ltd. 13. Mr. Mohamed Ali Maniku Hembadhu Island Resort
Maldives Association of Tourism Industry (MATI)
FIRST COMPOSITION OF THE EXECUTIVE BOARD The first composition of the Executive Board is as follows: –
1. Mr. MU Manik Chairman 2. Mr. Ibrahim Saleem Vice-Chairman 3. Mr. Hussain Afeef Vice-Chairman 4. Mr. Mohamed Latheef Secretary-General 5. Ms. Genelle Reid Assistant Secretary-General 6. Mr. Qasim Ibrahim Financial Controller 7. Mr. Husney Mohamed Member 8. Mr. Ahmed Naseem Member 9. Mr. Abdul Jaleel Member 10. Mr. Salah Shihab Member 11. Mr. Mohamed Hameed Member 12. Mr. K. Kylasam Member 13. Mr. Mohamed Waheedeen Member