The Statute

MALTA HOTELS AND RESTAURANTS ASSOCIATION

STATUTE

1. NAME AND OFFICE

(1) The name of the Association shall be “The Malta Hotels and Restaurants Association”, hereinafter referred to as “the Association”.

(2) The Association shall be a non-profit making Association of Employers, registered as such in terms of Chapter 266 of the Laws of Malta, and no part of its income or property shall be available for distribution, directly or indirectly, amongst its members.

(3) The Registered Office of the Association shall be situated at Nr 2, Gallina Street, Kappara, San Gwann SGN4111, or at such other place as the Council of the Association, hereinafter referred to as “the Council”, may from time to time determine.

2. INTERPRETATION

In this Statute, unless the context otherwise requires:

“appointed representative” shall mean the person appointed by a member establishment to represent it in all matters of the Association in terms of Article 4 (8) of this Statute;

“catering establishment” means any establishment, building or premises, howsoever described, purveying for reward food and refreshments for consumption in such establishment, building or premises;

“hotel” shall mean an establishment which offers accommodation and related services against payment, and wherever necessary the term shall include the terms “apart-hotels”, “holiday complexes”, “self-catering establishments”, “tourist complexes’, and “tourist villages”;

“Malta” shall mean Malta, Gozo and Comino;

“member establishment” shall mean any establishment whose name shall appear on the register of members;

“person” shall mean both physical and moral persons, including commercial partnerships, groups of companies, branches in Malta of companies registered outside Malta, statuary bodies constituted in terms of Maltese law, and civil partnerships constituted in terms of Maltese law;

“restaurant” shall have the meaning assigned to “catering establishment”.

3. OBJECTS

The objects for which the Association is established are:

(a) To unite and represent all persons who own, manage, or operate hotels, apart-hotels, tourist villages, holiday complexes, self-catering establishments, and restaurants situated in the Maltese Islands;

(b) To promote and safeguard the interests of the hotel and catering industries in general, and in particular the interest of the member establishments of the Association;

(c) To represent the hotel and catering industries in general on boards, bodies, entities, councils, or other associations, whether or not created by law, and whether promoted and appointed by Government or private enterprise, aimed at promoting, marketing, improving and generally overseeing or examining the development of the hotel and catering industries in Malta, the tourist industry, sustained economic development of the Maltese Islands as a whole, and all other matters which may effect, directly or indirectly, the hotel and catering industries;

(d) To promote, foster and encourage at national level the formulation and implementation of legislative measures and policies designed to encourage, assist, create and develop private enterprise, profitable growth, productive employment, and competitiveness, and in particular to guide, assist and encourage the undertaking and implementation of projects, works and exercises designed to render the Maltese Islands competitive in the field of tourism;

(e) To unite all employers in the hotel and catering industries in a common endeavour to establish and thereafter maintain the best possible relations among members of the Association, between the Association and the recognised representatives of employees, and between member establishments of the Association and their respective employees, and to co-ordinate through collective bargaining or consultation the policies and activities of member establishments in the field of industrial relations and related areas;

(f) To act on behalf of member establishments, group of member establishments, or all member establishments, on their request, in the regulation of relations between employers and employees;

(g) To promote and undertake by negotiation and/or arbitration the settlement of any industrial dispute which may arise either between individual member establishments and their respective employees, or between the Association and any constituted body of employees;
(h) To co-operate with other industrial and trade organisations including trade unions of employees for the regulation of the relations among employers and/or between employers and employees;

(i) To provide a forum for regular consultation between members and other related bodies on matters of common interest;

(j) To dispense to members a consultative and advisory service on any matter concerning the hotel and catering industry;

(k)  To obtain from members and to maintain available at all times up-to-date statistical and other data as may be deemed necessary or desirable in order to monitor the prevailing situation of the hospitality industry in Malta;

(l) To obtain from other appropriate sources statistics and other data which may have relevance to the hotel and catering industries in Malta;

(m) To promote or oppose legislative and other measures affecting or likely to affect members;

(n) To co-operate with and/or become a member or associate of any organisation of employers, internationally or otherwise, whose main objects are identical or similar to those of the Association;

(o) To purchase, construct, maintain and alter buildings as necessary or convenient for the purposes of the Association;

(p) To prosecute or defend any suit, application and proceeding before any court or tribunal whatsoever as may in the opinion of the Council be deemed necessary or expedient in the interests of the Association or its members;

(q) To accept, undertake or execute any trust or gift which may be deemed to be in accordance with or which may further benefit the objects of the Association or any of them;

(r) To contribute, borrow or raise or to secure the payment of money in such manner as the Association shall think fit upon such terms and conditions as shall be deemed expedient;

(s) To raise funds by means of subscriptions of members and levies on members or otherwise for all purposes and objects of the Association in such amounts and in such manner as may be decided by the Council of the Association from time to time;

(t) To print and publish newspapers, periodicals, pamphlets and other publications, and to disseminate information through any other medium of communication, with respect to matters relating to the objects of the Association;

(u) To subscribe for or acquire shares, stock and other titles, in persons and enterprises having like or similar objects as those of the Association, the subscription or acquisition of which is likely or intended to have a beneficial effect on the tourism industry in Malta, and to invest the funds of the Association in such manner as it is reasonably calculated to generate profits for the Association.

(v) To do all such things as are incidental to or conducive to the attainment of the objects of the Association or any of them.

4. MEMBERSHIP

(1) Membership shall be open to all hotels, apart-hotels, holiday complexes, tourist villages, self-catering establishments, and restaurants in these Islands.

(2) Each member establishment shall be represented by not more than one person who is either an owner, operator, manager or senior executive of, or Director or Partner in any person owning, managing or operating such establishment.

(3) Application for membership shall be in writing on the form prescribed by the Council, and shall be supported by two existing members of the Association who shall propose and second the application.

(4) The Council shall in all cases have the power to send one or more representatives to visit the establishment applying for membership to ascertain that it possesses the requisite standards, and complies with all other requirements which the Council may establish from time to time.

(5) On application for membership, every establishment is to lodge with the Secretary General lists showing the capacity, conditions of work and the number and nature of employees, and any other information which the Council may deem appropriate.  The Association shall, at any time, have the right to require of each member establishment updates regarding said information.

(6) The Council shall, by majority vote of those present and voting, determine the application within thirty days from the date upon which it is lodged, and shall have the power to accept or reject an application for membership without giving any reason therefore.  The Council shall communicate its decision to the applicant in writing within thirty days from the date upon which the application is determined.

(7) Any person whose application for membership has been rejected by the Council may appeal in writing to the President of the Association within thirty days from the date upon which the decision has been communicated to him.  The President shall refer such appeal to the next General Meeting of the Association, which may quash the Council’s decision and accept the application if a motion to that effect is supported by at least two-thirds of those present and voting.  The applicant may himself or through his representative, plead his case at the General Meeting at which the appeal is heard, but if the vote is taken on a show of hands, the applicant and/or his representative shall at that stage absent themselves from the proceedings.

(8) Each member establishment shall in writing nominate an individual to represent it in all matters concerning the Association, and the Secretary General shall cause a register of member establishments and of appointed representatives of member establishments to be kept.  Every such nomination shall have effect as from the date upon which it is notified to the Council, up to the date upon which the Council is notified in writing of its revocation.

5. CESSATION OF MEMBERSHIP

(1) A member establishment may resign from membership in the Association by means of notice in writing delivered to the Secretary General.  Resignation by notice as aforesaid shall become effective on the expiration of one month from the date of delivery of the notice or on such earlier date following the said delivery as may be decided by the Council.

(2) A resigning member establishment shall forfeit the subscription, if already paid, and if unpaid, shall be liable to pay such subscription up to the 31st December of the year of resignation.

(3) Subject to the provisions of sub-article (4) of this Article, the Council shall cancel from the register of member establishments of the Association any member establishment:

(i) when a person owning, managing or operating the establishment is adjudged bankrupt, or is interdicted or is imprisoned on conviction for a grave criminal offence;

(ii) which ceases to hold the qualifications for membership as an establishment operating in the field of the hotel and catering industry;

(iii) whom the Council decides to expel from Membership by way of disciplinary action for grave cause taken in accordance with any subject to the terms and conditions of this article;

(iv) which fails to pay any subscription fee/s which have fallen due in accordance with Art. 6 (3), within six months from the date on which final notice requesting payment is given to the establishment in writing.

(4) A decision to cancel the membership of a member establishment as aforesaid shall only be taken after the member establishment has been notified in writing of the proposal to cancel membership and its reasons, and the appointed representative of the member establishment has been given the opportunity to be heard at a Council Meeting called for this purpose.  Failure by the appointed representative of the member establishment to appear without reasonable cause at the Council Meeting held for this purpose, shall be deemed to constitute the member establishment’s acquiescence to the proposal.

(5) The Council shall, by majority vote of those present and voting, determine the proposal for cancellation at the Council Meeting at which the proposal is discussed.  The Council shall communicate its decision to the applicant in writing within thirty days from the date upon which the proposal is determined.  If the vote is taken by the Council on a show of hands, the appointed representative of the member establishment shall at this stage absent himself from the proceedings.

(6) Any member establishment whose membership of the Association has been cancelled may appeal in writing against such a decision to the President of the Association within thirty days from the date upon which the decision has been notified to it in terms of sub-article (5) of this Article. The President shall refer such appeal to the next General Meeting of the Association, which may quash the Council’s decision and renew the member establishment’s membership if a motion to that effect is supported by at least two-thirds of the voting rights of the Association.  The member establishment’s appointed representative may plead his case at the General Meeting at which the appeal is heard, but if the vote is taken by a show of hands, the appointed representative shall at this stage absent himself from the proceedings.

(7) The resignation or cancellation of a member establishment from the register of members of the Association shall be without prejudice to the rights of the Association against such establishment for the performance of any obligation to which it was bound prior to such regulation or cancellation.

6. OBLIGATIONS OF MEMBERS

(1) Every member establishment shall be bound by the obligations imposed upon it by this Statute and shall comply with all decisions taken by the Association or by any organ of the Association in accordance with or for the purposes of this Statute.

(2) No member establishment shall act in a manner which is prejudicial to or incompatible with the objects for which the Association has been constituted.

(3) Every member establishment shall, on being admitted to membership, pay in advance the annual subscription fee as provided by the Council from time to time.

Provided that in all cases, the annual subscription fee due by each member establishment shall be payable by not later than the 31st December of each year.

(4) Hotels, apart-hotels, holiday complexes, tourist villages and self-catering establishments, which provide a restaurant service ancillary to their primary vocation and within the parameters of their establishment, shall be considered as one establishment for the purposes of this statute, unless the member establishment desires to obtain a separate membership for its such restaurant as an independent entity.

(5) A register of member establishments of the Association showing the name and address of each member establishment shall be kept at the registered address of the Association.

(6) Member establishments are expected to consult the Secretary General or his representative in respect of any changes in conditions of employment of their employees which are likely to effect those of employees of other members.

(7) Member establishments shall not form part of any other association, body or grouping, registered with the Registrar of Trade Unions as an employers’ association, having like or similar objects as those of this Association, or which otherwise purport to promote the interests of the accommodation and catering industries in a like or similar manner promoted by this Association.

(8) Member establishments entering into an agreement on a collective basis with employees on conditions of employment or amending or varying any pre-existing agreement on a collective basis shall, within eight (8) days from the signing of such agreement, amendment or variation, furnish the Secretary General with one (1) copy thereof.

(9) Member establishments shall consult the Secretary General or his representative prior to declaring or enforcing a lock out.

(10) No member establishment shall without the consent of the Secretary General or his representative knowingly employ any person who is on strike against any other member or is locked out from the service of any other member.

(11) Every member establishment shall report to the Secretary General or his representative full particulars of any demand made by or on behalf of employees and any other matter on which a trade dispute has arisen or threatened or is likely to arise and shall, whenever practicable, not take action thereon without prior consultation with the Secretary General or his representative.

(12) No member establishment of the Association shall pay a commission of any nature whatsoever, in cash or in kind, except to authorised travel agents or tour operators.

(13) The Council may take any disciplinary measure, including expulsion or suspension of membership, against any member establishment which commits any breach of its obligations as a member establishment;

Provided that the appointed representative of the member establishment shall be given the opportunity to be heard at a Council Meeting called for this purpose, and the procedure established in Art. 4 (5), (6) and (7) is adopted.

7. ASSOCIATE, HONORARY AND AFFILIATED MEMBERS

(1) The Council may appoint as an Associate Member of the Association any person or organisation who, in the opinion of the Council, is likely to promote the interests of the Association.

(2) The Council may appoint any person who, in its opinion, has contributed significantly to the promotion of the hotel and catering industry as an Honorary Member or an Honorary President of the Association.

(3) The Council may appoint as an Affiliated member of the Association other Constituted Employer Bodies with similar beliefs as those of the Association;

Provided that, at any one time the number so appointed will not be in excess of 20% of the total number of Council Members.

(4) Appointments of Associate Members, Honorary Members, Honorary Presidents and Affiliate Members shall be made by the Council for such period and subject to such conditions as the Council may deem fit, and may at any time be revoked by the Council.

(5) Associate Members and Honorary Members shall not qualify as Members of the Association and they shall not be subject to the obligations or have any rights of member establishments.  In particular, they shall not have the right to vote in any meeting or to be represented in Council Meetings.  They shall, however, be entitled to attend General Meetings and to speak and be heard at such meetings;

Provided that, the appointment of an Honorary President shall carry with it the right to attend and vote at all meetings of the Council and General Meetings.

(6) Affiliated Members shall not qualify as Members of the Association and shall not have the same obligations and rights of Members.

(7) Affiliated Members shall, however, have the right to nominate one person from their respective Councils, preferably holding an Officer position on that Council, to sit on the Council of the Association.

(8) The person so appointed shall have the right to participate, but not vote, at all meetings of the Council except when the Council is deliberating on the appointment or revocation of the appointment of Affiliated Members in terms of Art. 7 (3) (4).  He shall also have the right to participate and vote at all General Meetings, but may not be elected to any of the Officer posts in terms of Arts. 8 (5) and 8 (6) of this Statute.

8. THE COUNCIL

(1) The affairs of the Association shall be conducted by a Council which shall be composed of fifteen (15) members elected by secret ballot at the Annual General Meeting of the Association.

(2) The members of the council shall by secret ballot elect a President, two Vice-Presidents termed as First and Second Vice-President, and a Treasurer from among themselves, and these officers shall hold office until the election of the new Council at the next following Annual General Meeting;

Provided that the President shall not hold office for more than two consecutive terms, but may contest for election to the post after the lapse of one term following the period of two consecutive terms during which he has remained in the office of President.

(3) (i) There shall be a Secretary General to be appointed by the Council on those
terms and conditions as the Council may determine;

(ii) After that the Council Members have been elected, the Secretary General shall convene the first meeting of the Council;

(iii) The members shall then elect the officers, and subsequently the Council shall confirm or otherwise the appointment of the Secretary General.

(4) If all or any of the Council Members are earlier removed from office by a resolution taken at a General Meeting called for this purpose, new members shall be elected to take their place at the same General Meeting.

(5) Members of the Council shall hold office in an honorary capacity and shall not be personally responsible for any liability lawfully incurred by the Association.

(6) The Council shall be vested with the following functions and responsibilities:

(i) The management of the Association in accordance with the provisions of this Statute;

(ii) The determination of the Association’s policies;

(iii) The establishment from time to time of membership fees and levies as well as charges for special services and activities;

(iv) The right to empower any of its members to bind the Association by signed agreements with third parties;

(v) The authority to borrow, secure and raise money by the issue of bonds or other securities, provided that the total of such borrowing may not exceed the sum of Lm 10,000 without approval of the General Meeting;

(vi) The investment of the funds of the Association and the dealing with its assets to the best advantage of the Association;

(vii) In addition to the other functions specifically assigned to it under this Statute, the Council shall be responsible for the management of the affairs of the Association and for this purpose it shall have all powers which are not reserved by or in terms of this Statute to any other organ or person.

(7) Council Members shall cease to be members of the Council if they personally cease to represent the establishment they had hitherto represented, or if the establishment itself represented by such member ceases for any cause to be a member of the Association.

(8) Council Members shall forfeit their seat on the Council if they absent themselves from Council meetings on three occasions for any reason, other than temporary absence from these Islands or prolonged certified illness.

(9) Any vacancy on the Council which may occur from resignation or other cause, including that contemplated in sub-article (8) of this Article, during the retiring member’s term of office, shall be filled by that member who had most votes among those who were not elected in the General or Special Election, returning the retiring member to the Council.  If no such “runner-up” exists, a bye-election shall be held;

Provided that, if a vacancy occurs in a seat vacated by a Council Member returned in an election, the unelected candidate who shall have obtained the next highest number of votes shall be invited to sit on the Council and fill the vacancy.

(10) The Council shall have the power to delegate all or any of its powers and may also appoint other officials to assist the Council generally under such conditions as it may deem expedient and assign to them such duties as it may deem appropriate.

(11) The Council may appoint sub-committees and “ad hoc” committees as it may deem necessary, and may also invite any person who is not a member of the Association to attend Council and General Meetings;

Provided that the Council will nominate one sub-committee each for the Mellieha area, the St. Paul’s Bay area and the Central area, which will be chaired by persons whom the Council considers most likely to contribute towards the development of tourism in those areas, and who may attend all Council Meetings of the Association.

(12) The Secretary General shall be vested with the legal representation of the Association.

9. COUNCIL MEETINGS

(1) The Council shall be convened by the President and shall, unless impeded by a legitimate cause, meet at least once during every two months.

(2) The Council shall also be convened at the request in writing of at least two Council Members, specifying the objects of the requested meeting, in which case the meeting shall be called by the Secretary General within five days from the delivery of the request unless the requisitionists agree to a later date.

(3) Except in cases of urgency, notice in writing of every Council meeting shall be given to all members at least three days before the date fixed for the meeting, which notice shall specify the matters to be discussed at the meeting and the date, time and place fixed for the meeting.

(4) No member of the Council may challenge the validity of the proceedings of a Council meeting for which he was present unless the grounds for such a challenge have been raised during the meeting.

(5) The accidental omission to give notice to any person entitled to receive it, shall not invalidate the proceedings of the meeting.

(6) The quorum necessary for the transaction of business at Council Meetings shall be one half plus one of the elected members provided that if after thirty (30) minutes no such quorum is had, then six (6) elected members present shall constitute a quorum.

(7) Decisions at Council meetings shall be taken on a show of hands of the members present, each member being entitled to one vote;

Provided that the President may elect either to exercise his vote as member or to reserve his vote as a casting vote.  Voting by proxy at Council meetings is prohibited;

Provided further that, on the request of any one member, voting shall be taken by secret ballot.

(8) Any resolution in writing signed by all the members of the Council shall be deemed to be a resolution duly passed in a Council meeting.

(9) Save as otherwise provided in this Statute, the Council shall regulate its own procedure.

10. GENERAL MEETINGS OF THE ASSOCIATION

(1) A General Meeting of the Association shall be held at least once a year not later than the 30th November, as the Association’s Annual General Meeting.

(2) The Annual General Meeting shall:

(i) Approve the President’s Address and the Secretary General’s Report;

(ii) Approve the financial statement by the Treasurer, duly audited;

(iii) Elect the members of the Council in the manner and according to the procedure provided in Art. 11 of this Statute;

(iv) Debate, approve or reject any motion, which has been provided for in terms of sub-article (3) of this Article;

(v) Debate any other matter specified in the agenda.

(3) Notice of the Annual General Meeting shall be given in terms of Art. 11 (1) hereof, and each notice shall contain an invitation to each member establishment wishing to place a motion on the agenda for debate and decision during that meeting to do so in writing by not later than three weeks before the date of the Annual General Meeting.

(4) Extraordinary General Meetings shall be held at such time and place as shall be fixed by the Council or as provided herein, and shall be convened either on the initiative of the Council or following a request in writing to the President signed by at least twenty (20) member establishments of the Association, stating the object of the meeting and delivered by hand to the President or to the Secretary General.

(5) The Council shall convene an Extraordinary General Meeting requistioned by members as aforesaid not later than fifteen days following receipt of the request;

Provided that failure by the Council to convene the Extraordinary General Meeting as aforesaid will authorise the requisitioning members to convene the Extraordinary General Meeting themselves, save that due notice of such meeting is given to the member establishments of the Association in terms of sub-article (3) of this Article.

(6) Except in urgent cases, notice of General Meetings shall be given to all member establishments at least seven (7) days before the date fixed for the meeting, and the notice shall specify the matters to be discussed at the meeting and the date, time and place fixed for the meeting;

Provided that the accidental omission to give notice of a General Meeting to, or the non-receipt of the notice by a member establishment entitled to receive notice shall not invalidate the proceedings of that meeting.

(7) General Meetings at which one-fifth (1/5) of the member establishments of the Association are not represented fifteen (15) minutes after the time appointed for the meeting shall, if requistioned by member establishments, be dissolved, but in any other case shall stand adjourned to fifteen (15) minutes later or to such other day, time and place as the member establishments represented shall decide, and a meeting so adjourned shall be held irrespective of the number of member establishments represented.

(8) All General Meetings shall be chaired by the President or, in the absence of the President by the First or Second Vice-President in that order or, in their absence by another Officer, or by a member of the Council.

(9) Any decision of the Chairman with respect to the verification of the quorum, the eligibility to vote, the result of the vote, and any matter of procedure, shall be final, save that the decision does not conflict with the provisions of this Statute.

(10) If a decision of the Chairman on any matter contemplated in sub-article (9) of this article is challenged by a majority of the member establishments represented on the grounds that it conflicts with any provision of this Statute, the matter shall be decided by a simple majority of the valid votes cast.

(11) No member establishment may challenge the validity of the proceedings of a General Meeting for which he was present if the grounds for such a challenge have been raised and determined during that meeting.

(12) The right to attend and participate in the debate at any General Meeting shall be exercised by the appointed representatives of member establishments whose name appears on the register of members.

(13) At all General Meetings, each member establishment appearing on the register of members shall be entitled to one vote, to be cast by the appointed representative of the member establishment;

Provided that, for the purpose of casting votes, an appointed representative of a member establishment may in writing appoint a proxy to represent the said member establishment, whether with specific instructions or authorizing the said proxy to vote as he may deem appropriate;

Provided further that the instrument creating the proxy shall be delivered to the Secretary General at least two days before the date upon which the General Meeting is to be held.

(14) Unless otherwise provided by this Statute, motions at General Meetings shall be approved by a simple majority of the votes cast, whether voting takes place on a show of hands or by secret ballot.

(15) Any member establishment which is in arrears in payment of subscription fees, and which has failed to pay such arrears notwithstanding a request in writing for such payment, served upon the member establishment at least one month before the date upon which a General Meeting is held, shall not be entitled to vote at that General Meeting.

11. ELECTION OF THE COUNCIL

(1) Not less than twenty-eight (28) clear days before the date of the Annual General Meeting, the Secretary General shall call upon all member establishments to nominate and second candidates of their choice on appropriate nomination forms circulated for the purpose to contest the General and Special elections to be held during the course of the Annual General Meeting.  Such nomination forms, duly filled and signed by the proposer, the seconder and the candidate accepting the nomination, shall reach the Secretary General not later that fifteen (15) days preceding the date of the Annual General Meeting.  Members may be nominated as candidates for both the General and the Special election of the category of which the member establishment the member represents forms part.

(2) (i) Nominations for the General elections made be made by and of any member irrespective of the category to which the establishment he represents appertains, provided that a member who is already a Council Member entitled to sit on the Council for another year, may not be nominated.

(ii) Nominations for the Special Elections may be made by only, and of a member of the same category as the category from each of the following categories:

1. Five Star Hotels;
2. Four Star Hotels;
3. Three and Two Star Hotels;
4. Gozo Hotels;
5. Restaurants;
6. Tourist Villages and Aparthotels.

(3) Only those members whose establishments they represent have settled in full all membership fees due to date, may nominate, second or accept to be nominated to contest the elections.  Any nomination in violation of this sub-clause shall be null and void and shall be disregarded by the Secretary General.

(4) On receipt of the nomination within the time limit aforesaid, the Secretary General shall compile lists of candidates for the General and each of the Special elections.  Nominations reaching the Secretary General late shall be disregarded.  These lists shall then be circulated to members in the course of the Annual General Meeting to be used as ballot papers;

Provided that, if a candidate contesting both the General and Special elections, is elected in the General Election, his other candidature in the Special Election shall be deemed to be automatically withdrawn and his name shall be considered deleted from the ballot paper of the Special Election.  Any vote for such member in the Special Election shall be deemed to be void.

(5) The General Meeting shall appoint two (2) tellers from among members not contesting any election at that meeting, to assist the Secretary General in the checking of the ballot papers.

(6) GENERAL ELECTIONS  – Members shall vote for not more than four (4) candidates appearing on the ballot paper.  The four (4) candidates obtaining the highest number of votes shall be declared elected and shall hold office on the Council for two (2) successive terms, that is to say up to the Annual General Meeting following the next Annual General Meeting;

Provided that if among such four (4) candidates obtaining the highest number of votes, there shall be more than one (1) candidate representing a restaurant, then only the one candidate obtaining the highest number of votes from among those representing restaurants shall be declared elected, the other three (3) successful candidates being the three (3) not representing restaurants, who obtain the next highest number of votes.

In alternate years the four (4) Council Members so elected, whose two (2) year term of office has expired, will stand down, but may be re-elected.

The first General Election to be held at the Annual General Meeting next following the approval of this Statute shall elect four (4) council members who shall remain in office for a period of two years, that is to say until the Annual General Meeting following the next Annual General Meeting.

The three (3) council members who shall be entitled to remain in office for a further year in terms of the former statute shall retain their post for a further one year, that is to say until the next Annual General Meeting.  One of the three council members who in terms of the former statute shall be required to stand down shall be nominated by the Council to retain the post for a further period of one year, that is to say up to the next Annual General Meeting.  The four council members who so retain their posts shall be required to stand down at the next Annual General Meeting, but shall be eligible to seek re-election.

(7) SPECIAL ELECTIONS  – Members representing establishments in any of the six (6) categories listed above, shall vote for one (1) member listed on the ballot paper for their respective category, with the exception of the Restaurant Sector where members representing this sector shall vote for two (2) members listed on the ballot paper for their category, when the total number of restaurants being members of the Association exceeds one hundred (100); and for one (1) member when the total number of restaurants does not exceed one hundred (100).  In each Special Election, the candidate/s obtaining the highest number of votes shall be declared elected.  Seven (7) members, each one elected from among and by the members of the category he represents, present at the meeting, shall be thus elected and shall hold office for the period up to the next Annual General Meeting.  Retiring members may be re-elected.

(8) In the event of a tie, a bye-election will be held at the same Annual General Meeting.

(9) Results of the election will be announced to the Annual General Meeting by the Secretary General.

(10) Voting for the General and Special Elections shall be taken by secret ballot.

12. FINANCE

(1) The funds of the Association shall not be used for any purpose other than the attainment of the objects of the Association.

(2) The Council shall have the power to raise the funds required for such purposes in any manner it deems appropriate.

(3) The financial year of the Association shall terminate on the 30th September of each calendar year.

(4) The Council shall cause such proper books of account to be kept which give a true and fair view of the state of the Association’s financial affairs and the Treasurer shall in each year cause to be prepared a financial statement which shall be audited by the auditors of the Association and which shall be circulated to member establishments and laid before the Annual General Meeting.

(5) An appointed representative of a member establishment, and any other person who proves to the satisfaction of the Council that he has a valid and reasonable interest, shall have the right to inspect the books of account kept by the Treasurer.

(6) All cheques, banking and other similar and equivalent documents shall be valid if accompanied by the signatures of any two of the following officers, that is to say the President, the Vice-Presidents, the Treasurer and the Secretary General.

(7) The Treasurer shall deposit such amounts to the funds of the Association as the Council may deem expedient with a bona fide bank.

13. AMENDMENTS AND DISSOLUTION

(1) Motions which propose to revoke or amend any provisions of this Statute, or to dissolve the Association, shall be deemed to be validly approved if supported by a majority of two-thirds (2/3) of the votes cast during an Extraordinary General Meeting called for this purpose.

(2) In the event that the Association is dissolved any funds or assets remaining after settlement of all debts, liabilities, costs and fees, shall be transferred to charitable institutions in such manner as may be decided at an Extraordinary General Meeting held for that purpose.

(3) No member of the Association shall be personally responsible for any liability incurred by the Association.