(Pursuant to EG: Incorporated Societies Act 1908(Maina the Tuvaluan Law here pls)
1. Name
This Constitution is formal manifest for its members who have come together and known as the Pacific Climate Action Network or also known as PacifiCAN or in the context of this Constitution, the “ Network”.

2. Interpretation
Unless the context otherwise requires;
“Board” means the Board of Directors appointed under rule 9;
“Chair,” means, the chairperson of the Network and Chief Executive Director of the Board of Directors;
“National node” means a member that is representative of all the civil societies of a regional country;
“Node” means a member other than a national node

3. Vision
A bright and prosperous future for the islands, oceans and people of the Pacific

4. Mission
(i) Protection of our islands and oceans, the global environment, and the promotion of environmental justice, social equity, and the sustainable development of our people.
(ii) Protection of our pristine islands for its inhabitants now and future;
(iii) Coordination and knowledge sharing among the Network’s membership and to make an impact on regional and international decisions relating to climate change for our sustainable development.

5. Strategy
In order to meet the objectives of the Network, we will do all we can to fundraise, build relationships of trust, negotiate, maintain networks and expand on our open communications.

6. Objectives of the Network
The Network’s objectives shall include but is not limited to the following;
(i) To coordinate between members and encourage engagement as a region;
(ii) To convene spaces for sharing knowledge between members;
(iii) To advocate for a unified pacific voice at international level via CAN International at the UNFCCC and other potential international forum;
(iv) To facilitate accreditation for Pacific CSOs that will let them participate at UNFCCC meetings;
(v) To identify common positions as a region at climate talks with a special focus on adaptation, loss and damage;
(vi) To influence relevant policies at regional level and to play an advocacy role on common positions;
(vii) By 2015 Pacific CAN will engage with other Pacific civil society organisations (CSOs) to build its membership to the extent necessary for moving forward;
(viii) To create fundraising strategies and secure resources necessary for growth and progress;
(ix) To encourage capacity sharing between CSO, national nodes and CAN International with a view to bringing the Pacific experience to CAN International and vice versa;
(x) To provide administrative support to national nodes, with Vanuatu Climate Action Network acting as the secretariat in the interim;
(xi) To ensure that the Network is advised of related developments driven by other relevant organizations;
(xii) To monitor and evaluate its own progress and performance and its effectiveness asan advocate for the Pacific region; and
(xiii) To modify and or improve further objectives as requested for by members and as the Network considers necessary.

7. Modes in which memberships may be permitted
(1) National nodes registered in each Pacific Islandcountry with “CAN” anywhere it its nameand whose core functions pertain to CAN International, shall become primary members of the Network.
(2) Request for membership by existing civil society organizations at regional level may be considered;
(3) Intergovernmental organizations shall not become members, although the Network may form partnerships with such organizations for the purpose of information sharing and other activities that support the Network’s objectives.
(4) The initial membership fee per member shall be USD 50.o0
(5) The Network shall determine subsequent annual membership fee.

8. Rights of members
(1) Members may propose its individual members to stand for office, propose motions, attend meetings called by the Network, become a representative or delegate of the Network at other forums or may withdraw membership.
(2) A member is entitled to one vote in the annual general meeting.
(3) Method of votes is by the showing of hands.

9. Modes in which membership terminates
Membership may terminate by reason of;
(1) Bankruptcy;
(2) If struck off from the member’s respective national register;
(3) Winding up;or
(4) Voluntary after giving four weeks notice.

10. Modes in which rules of the Network may be created, altered, added to, or rescinded.
(1) The Network may create rules for the management, control and performance of its functions.
(2) The rules of the Network may be altered, added to, or rescinded by the vote of two thirds the majority of the Board and as tabled and agreed to by the members at the annual general meeting or by two thirds majority of the members present at the annual general meeting if the proposed amendment or rescindment is raised at the annual general meeting by members who are not members of the Board.
11. Modes of summoning and holding general meetings of the Network, and of voting thereat.
(1) The Board shall call an annual general meeting by a notice ten days before the meeting date either in writing, email or any other form of communication.
(2) The Board may waiver the ten days notice if a special meeting is called in the case of emergencies.
(3) Mindful of the distance between members, meetings outside of the annual general meeting can be held by teleconference, skype call or any other foreseeable form of virtual meeting.

12. Appointment and membership of the Board of Directors
(1) A Board shall be appointed to determine and maintain the policy direction and governance of the Network;
(2) A Board of Directors shall consist of five members who are qualified on the basis of commitment and contributions to work relevant to the objectives of the Network;
(3) Composition of the board shall be reflective of gender balance and generational differences;
(4) During the interim period (6-12 months from March 2014) a Board may not be formally constituted unless upon advice of the interim coordinator and by consent of the members at the appropriate time.

13. Appointment of Board members and officers of the Network
(1) Officers of the Board shall include the Chief and Vice Executive Directors and ordinary members.
(2) The Board is chaired by the Chief Executive Director and supported by a Vice Executive Director.
(3) The Board shall appoint and employ officers for the purposes of undertaking and carrying out the work of the Network, its day to day management and shall include but is not limited to a coordinator, programme development officer, manager, trainers and any other role perceived necessary.

14. Meetings
(1) The Board shall meet as often as needed but not less than at least once every quarter.
(2) A quorum constitutes three or more members for a meeting of the Board.
(3) There shall be an annual general meeting for the Network.
(4) The Coordinator with approval of the Board, shall prepare and distribute the agenda for the annual general meeting not less than four weeks prior to the meeting.
(5) An annual report shall be tabled at each annual meeting providing an account of the achievements, challenges and future work of the Network with the exception of the first annual general meeting.
(6) The scope and depth of issues raised at the annual general meeting may include any other issue raised impromptu and as considered necessary by the Chair and members present.
(7) The Chief Executive Director shall be chair of the meetings of the Board and all other meetings called by the Network.
(8) In the event that the designated chair is unavailable, the Vice Chief Executive Director shall act as chair, unless in the event that neither officer are present, the chair shall be nominated and agreed to by the members present.
(9) A quorum constitutes ten or more members for the annual general meeting.
(10) Records of the meeting and including resolutions and or rules passed by the Board shall be kept and properly maintained.

15. Control and use of the common seal of the Network
The Board and officers of the Network shall use the common seal of the Network for all its correspondences, publicity and whatever other necessary purposes deemed necessary for its publicity and awareness.

16. Control and investment of the funds of the Network
(1) The Networkat its place of operations shall keep proper financial records, open and operate financial accounts, receive and transfer funds, borrow and or invest funds.
(2) An independent auditor appointed by the Board shall audit all the accounts of the Network.

17. Registered jurisdiction, office and secretariat
(1) The Network shall be registered in Tuvalu under Tuvaluan Law (Maina – specific law here please…)
(2) By no way shall its place of registration bar the Network from operating from another jurisdiction within the Pacific region.
(3) The Network’s office and secretariat functions and operations in the interimshall be (SHIRLEY YOUR OFFICE PHYSICAL ADD here please …., Port Vila, Vanuatu )
(4) The Secretariat shall be responsible for the coordination and management of the work of the Board and Network.

18. Disposition of property during wind up
In the event that the network winds up, its properties shall be disposed of as directed by Court at its place of operations.

Registered as …….under (LAW) of Tuvalu…

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