CONSTITUTION OF THE SOUTH PACIFIC TOURISM ORGANISATION

(SPTO CONSTITUTION)

Apia, 18 October 1999

ENTRY INTO FORCE: Article XIII

Depositary: Government of Fiji 
(Registered with United Nations under Article XIII)

THE GOVERNMENTS of American Samoa, Cook Islands, Fiji, French Polynesia, Kiribati, New Caledonia, Niue, Papua New Guinea, Samoa, Solomon Islands, Tonga, Tuvalu and Vanuatu;

RECOGNISING the importance of the tourism sector for the promotion of the sustainable development of the region and all of its people;

RECOGNISING ALSO the advantages to be derived from regional co-operation in the promotion of tourism activities;

RECOGNISING ALSO the need to safeguard and to promote the cultural identities within the region;

RECALLING the establishment of the South Pacific Tourism Organisation as a vehicle for development island nations and territories to promote regional co-operation in the tourism sector;

DESIRING to continue their co-operation in the development of tourism in the South Pacific, including Melanesia, Micronesia and Polynesia. 

WISHING to continue that co-operation through South Pacific Tourism Organisation as an established inter-governmental regional Organisation;

HAVE AGREED AND ADOPTED THIS CONSTITUTION as follows:

Article 1

South Pacific Tourism Organisation

1. This constitution shall be the constitution of the South Pacific Tourism Organisation (‘the SPTO’) as from the date of its entry into force pursuant to article XIII below.

2. The SPTO shall compromise the Council of Ministers of Tourism (‘the Council’), the Board of Directors (‘the Board’), the SPTO Management (‘the Management), and the SPTO Members being defined in article III.

3. The management shall be located in Suva, Fiji unless the Council decides otherwise to aforesaid, suitable office accommodation shall be provided free by the host government.

4. English shall be the working language of the SPTO, including the deliberations of the Annual General Meetings, the Council, the Board, the Management and such committees as may be established from time to time.

Article II

Purpose and objectives of the SPTO

1. The Purpose of SPTO shall be to promote, facilitate, undertake, co-ordinate, advise and co-operate in tourism-related activities for the lasting benefit of all SPTO Members and peoples of the South Pacific, compromising Melanesia, Micronesia and Polynesia.

2. The Objectives of the SPTO shall be to:

(a) strengthen regional co-operation in tourism development; 

(b) optimise the contribution of tourism to sustainable development of the SPTO region;

(c) stimulate international awareness of the SPTO region and promote tourism to the region;

(d) enhance through tourism activities the human, economic, natural and 
other resources of the SPTO region; and

(e) increase creative capacities and promote cultural identities within STOP region.    

Article III

Membership
 
1. SPTO Members shall consist of Government Members, Tourism Industry Members and Associated Members.

2. Government Members of SPTO shall consist of:

(a) Governments which have acceded to or signed this Constitution and listed in the schedule to this constitution

(b) Any other government of an independent or freely associated state or entity whose application has been approved by the Council and which has accepted this Constitution pursuant to article XIII below; and  

(c) Any other territorial Government whose application has been approved by the Council, which has the competence to exercise the rights and to assume the obligations of a member and which has accepted this Constitution pursuant to Article VIII below. 

3. Tourism Industry Members of the SPTO shall consist of international, regional and national organisations, companies and individuals;

(a) who are active in tourism sector in the South Pacific; and 

(b) who have the ability and willingness to contribute to the aims and objectives of the SPTO ; and

(c) who, to the satisfaction of the Chief Executive, meet the criteria for membership as authorised by the Board; and

(d) whose membership has been approved by the Chief Executive.

4. 	(a) Associate Members of SPTO shall consist of government or entities of the 
SPTO pursuant to clause 2 of this Article but whose applications for associate membership have been approved by the Council.

(b) Associate members may attend Annual general Meetings as observers without the right to vote or address the meetings, unless otherwise decided by the Chairman of any such meetings

5. 	(a) Tourism Industry and Associate Members of the SPTO may attend meetings of the Council, the Board and such committees as may from time to time be established, as observers without the right to vote or address the meetings, unless otherwise decided by the Chairman of any such meetings.

(b) Tourism Industry and Associate members may also participate in SPTO activities, subject to such conditions as the Council or the Board may from time to time prescribe.

6. 	(a) The rights and entitlements of SPTO Members pursuant to this Constitution shall be subject to such members being up-to-date in their membership contributions

(b) The Council, may on the recommendation of the Board, suspend the rights and entitlements of any Government or Associate Members whose annual contribution is not up-to-date, or cancel the membership of any Government member and Associate member whose annual contribution is two or more years in arrears.

(c) The Management may suspend the rights and entitlement of any Tourism Industry member whose annual contribution is not up-to-date, or cancel the membership of any Tourism Industry Member whose annual contribution is one or more years in arrears.

7. 	(a) The Council may suspend or cancel membership of any Government member or associate member where, in the opinion of the Council, such member is unable or willing to contribute to the aims and objectives of the SPTO

(b) The Chief Executive may suspend or cancel membership of any Tourism Industry Member where, in the opinion of the Chief Executive, such member is unable or unwilling to contribute to the aims and objectives of the SPTO.

Article IV

Council of Ministers of Tourism

1. Each Government Member shall be a member of the Council and shall nominate a Ministerial or other authorised person to be its representative on the Council.

2. The Council’s functions and responsibilities shall include:

(a) monitoring and reviewing SPTO policies, strategies, activities, work programmes and budgets and providing comments, recommendations and guidance on same; and

(b) using its best endeavours to secure funding from donors for the activities of the SPTO.

3. 	(a) The Council shall meet at least once every 18months to coincide with the approval of core and work programme budgets, and other policy matter of SPTO.

(b) The Council may convene special meetings for such purposes as may be agreed to by not less than one-half of the Council members who shall notify the Chief Executive of the wish to hold such meetings prior to the holding of such meetings

(c) Council meetings shall be held by such venues and in accordance with such procedures as the Council may from time to time determine.

4. Council members shall notify the Chief Executive of its representatives to any Council meetings not less than five working days prior to the commencement of the meeting.

5. At the commencement of each Council meeting, there shall be elected a chair.

6. The Quorum for Council meetings shall be at least one-half on the total number of Council numbers.

7. 	(a) Except with the consent of all Council members, notice of less than 28 days shall be given by the Chief Executive to the Council Members of Council meetings and Council Members shall be briefed with meeting documents and matters to be raised, discussed and voted on at the meeting not less than 21 days prior to the meeting.

(b) Matters which the Council members have not been briefed may be raised, discussed and voted on at Council meetings provided the majority of Council members present and voting agree to discuss and vote such matters.

8. All matters raised at Council meetings shall be decided wherever possible by Consensus or, if necessary and unless otherwise provided for in this constitution, by a majority of the representatives present and voting.

Each Council member shall have one vote and in the event of a tied vote, the Chair shall have the casting vote.

Article V

Annual General Meeting of SPTO Members

1. 	(a) The SPTO members shall meet annually at an Annual General Meeting which is to be soon practicable after the second meeting of the Board referred to in  clause 4 (a), Article VI.

(b) The Annual General Meeting shall be chaired by the Chair of the Board.

(c) Each SPTO member shall notify the Chief Executive of its representative to the meeting not less than five working days prior to the commencement of the meeting.

2. The Board or its representative shall, at the meeting, report on:

(a) the policies, strategies, activities, work programmes and budget of the SPTO since the last meeting;

(b) the current proposed policies, strategies, activities, work programmes and 
budget of the SPTO;

(c) the Auditors report;

(d) any special business

for discussion and comments by the SPTO Members, subject to clause 4(b), Article III.

3. Subject to clause 4(b), Article III:

(a) all matters to be decided at the meeting shall be decided wherever possible by consensus or, if consensus cannot be reached, by majority of SPTO members present and voting or as provided for in this Constitution and in the event of a tied vote the Chair shall the casting vote;

(b) each SPTO Member or proxy shall have the right to vote at the meeting on any matter put to vote;

(c) any matter in respect of clause 29 (b) of this article which is put to vote at the meeting shall require the approval of majority of SPTO members and the majority of Government Members and where there is no approval from the majority of Government members then the approval of three-quarters of the SPTO Members is required and in the event of a tied vote the Chair shall have the casting vote.

4. The first meeting shall be held at such venue and in accordance with such procedures as the Board may determine and as the SPTO Members may determine thereafter.

5. The Chair of each meeting shall be the Chair of the Board.

6. The Quorum for meetings shall be one half of the total SPTO members of which six must be government members, or such other number of members in the Annual General meeting may in its absolute discretion determine. 

7. Each SPTO Member may appoint a proxy.

The instrument appointing a proxy shall be writing under the hand of the appointer or his or her attorney authorized in writing, or if the appointer is a corporation, either under seal or under the hand of a duly authorized officer or attorney duly authorised

The instrument appointing a proxy shall be authorised at the office of the management title ‘Appointment if Proxy’ and marked to the attention of the Chief Executive not less than three working days prior to the commencement of the meeting.

The instrument appointing a proxy shall be in as near as possible to the following form:

“I/we (name of member) or (address) being a Government/Travel Industry member of the South Pacific Tourism Organisation hereby appoint (name of proxy) of (address of proxy) as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting for the South Pacific Tourism Organisation to beheld on (date of AGM).

Signed this (date)
……………………..
“Name/Tile or Position”

A vote given in terms of an instrument of proxy shall be valid.

8.  	(a) Notice of  not less than 28 days shall be given by the Chief Executive to SPTO members of meetings and SPTO members shall be briefed with meeting documents and matters to be raised, discussed and voted on at the meeting not less than 21days prior to the meeting.

(b) matters with which the SPTO Members have not been briefed may be raised, discussed and voted on at the meeting provided the majority of SPTO Members present and voting agree to discuss and vote on such matters.

Article VI

Board of Directors

9. 	(a) Government Members shall each appoint one Director to the Board of Directors on the recommendation of their respective boards of national tourism organisations or, where there is no national tourism organisation, on the recommendation of the Ministry responsible for Tourism 

(b) Each appointment shall be a term of 3 years

10. 	(a) Tourism Industry members whose principal places of business are within the Government member countries shall appoint five directors to the Board on the basis as outlined hereunder.

(b) The Tourism Industry members within each Government Member Country shall elect one person from amongst them.  The elections are to be supervised by the national tourism organisations or responsible Ministries of the respective Government member countries.

(c) The persons elected shall then stand for election of the SPTO board
 
(d) The SPTO shall supervise the election of five of those persons and such elections shall be fair and transparent.

(e) The elected persons shall be appointed to the SPTO Board for a term of three years.

11 	(a) Tourism Industry Members whose principal places of business are outside Government member countries shall elect and appoint one Director to the Board.

(b) The SPTO shall supervise the lection of such person and such election shall be fair and transparent.

(c) The elected person shall be appointed to the SPTO Board for a term of three years.

12.	(a) The Board shall meet once during the first half and once during the second half of the year.

(b) The Board may convene special meetings for such purpose as may be agreed to by not less than five directors, two of whom shall be Directors appointed by the Government Members and whom shall be the Chair of the Board, who shall notify the Chief Executive of the wish to hold such special meetings prior to the holding of such meetings.

(c) Board meetings shall be held at such venues and in accordance with such procedures as the Board meet from time to time determine.

13. 	(a) The Board shall elect a Chair and deputy Chair at its first meeting.

(b) Elections for the positions of Chair and deputy Chair shall take place annually and the incumbent chair shall be eligible for e-lection.

14.	(a) The quorum for Board meetings shall be nine Directors and shall be inclusive of 5 Directors appointed by Government members and the Chair in the event the Chair cannot attend, the Deputy Chair

15. 	(a) Except with the consent of all Directors, notice of not less than 28 days shall be given by the Chief Executive to the Directors of meetings of the  type referred to in clause 4(a) of this Article and Directors shall be briefed with meeting documents and matters to be raised, discussed and voted on at the meeting not less than 21 days prior to the meeting.

(b) matters with which the Directors have not been briefed may be raised, discussed and voted on at such meetings provided the majority of Directors present and voting agree to discuss and vote on such matters.

16.	(a) Except with the consent of all Directors, notice of not less than 21 days shall be given by the Chief Executive to the Directors of meetings of the type referred to in clause 4(b) of this article and Directors shall be briefed with meeting documents and matters to be raised, discussed and voted on at the meeting not less than 21 days prior to the meeting.

(b) matters with which the Directors have not been briefed may be raised, discussed and voted on at such meetings provided the majority of Directors present and voting agree to discuss and vote on such matters.

17.	(a) All matters raised at Board meetings shall be decided wherever possible by consensus or, if necessary and unless otherwise provided for in this Constitution by a majority of the Directors present and voting.

(b) Each member on the Board shall have one vote and in the event of a tied vote, the Chair shall have the casting vote.

18. 	The Board may invite representatives of Governments, international agencies, academic and research organisations, foundations and industry professionals, not being SPTO members to attend specific meetings or sessions of the meetings of the Board, in a consultative capacity, or otherwise, but such persons shall not have the right to vote.

Article VII

Functions of the Board

1. The functions, powers and responsibilities of the Board shall be to:

(a) Approve and monitor policies, strategies, activities and work programmes of the SPTO and to submit these to the SPTO Members annually;

(b) approve and monitor budgets for the operations of the SPTO and the implementation of the SPTO’s work programmes and to submit these to the SPTO Members annually;

(c) approve and monitor membership fee structure for the next financial year and to submit this to SPTO members annually;

(d) regularly monitor the work undertaken by the SPTO;

(e) approve the annual report to be submitted by the Chief Executive to the SPTO Members annually;

(f) approve and monitor the terms and conditions of the employment of staff; 

(g) approve and monitor operating rules, procedures and regulations on financial and administrative matters of SPTO;

(h) appoint committees to advise the Divisions of the SPTO in the implementation of work programmes and for any other matters as may be requested by management;

(i) consider any other matters that may be referred to it by Management;

(j) report to the Council once every 18 months on the activities, work programmes and budget and financial position of the SPTO;

(k) submit an other matters for adoption by the Council.

Article VII

SPTO Management

1.	The Management shall compromise the Chief Executive, the Deputy Chief
Executive and such technical and administrative staff as may be appointed by the Chief Executive and in accordance with the establishment and salary policy and scales approved by the Board.

2 	(a) the division managers shall be appointed by a Committee compromised of a Director appointed by the Board, the Chief Executive and the Deputy Chief executive.

(b) The procedure by which the Committee shall select and appoint the Division managers shall be a matter for the Committee and shall be just fair and transparent.

3. 	(a) The technical and administrative staff shall be appointed by the chief Executive on the recommendation of a Committee compromising the Deputy Chief Executive and the Division managers.

(b) The procedure which the Committee shall select and recommend such staff shall be a matter for the Committee and shall be just, fair and transparent. 

4. The terms and conditions of employment of the Division managers and technical and administrative staff shall be a matter for the Chief Executive with the concurrence of the Board.

Article 1X

Appointment and functions of the Chief Executive and deputy Chief Executive

1.  	(a) The Chief Executive shall be appointment by a Committed by the Board compromising the Chair of the Board and two other Directors.

(b) The procedure which the Committee shall select and appoint the Chief Executive shall be a matter for the committee and shall be just, fair and transparent

(c) The Chief Executive shall be appointed on terms and conditions as the Board may decide

2.	(a) The Deputy Chief Executive shall be appointed by a committee appointed by the Board and compromising the Chair of the Board, two other Directors and the Chief Executive.

(b) The procedure which the Committee shall select and appoint the Deputy Chief Executive shall be a matter for the Committee and shall be fair, just and transparent.

(c) The Deputy Chief Executive shall be appointed on terms and conditions as the Board may decide.

3. The Chief Executives shall be responsible to the Board for the performance of his or her functions.

4. The functions of the Chief Executive shall be to:

(a) act as a Secretary to the Council, the Board and such Committees or working groups as may be established by either the Council or Board.

(b) have overall responsibility for the administration and management of the policies, strategies, work programmes and budget and other activities of the SPTO

(c) report to the Council as to policies, strategies, work programmes and budgets of the SPTO at meetings referred to in paragraph 3 (a), Article IV and as otherwise required by the Council.

(d) report to the Annual general meeting of SPTO Members as required pursuant to clause 2, Article V;

(e) provide a progress report on the activities of the SPTO at Board meetings referred to at clause 4 (a), Article VI, which are held in the first half of the year;

(f) prepare an annual report and work plan for remaining and coming year encompassing the policies strategies, work programmes, budgets and other activities of the SPTO at Board meetings referred to at clause 4 (a), Article VI, which are held in the second half of the year;

(g) report to the Board as otherwise required by the Board.

(h) appoint staff to the management as provided for in this constitution.

(i) liase with and make recommendations to the Board in respect of any changes relating to the administration, management, budget and structure of the SPTO, its programmes and activities;

(j) carry out such other functions as described in this Constitution and as the Council and Board may decide.

5. The deputy Chief Executive shall report to the Chief Executive and his or her functions shall be to assist the Chief Executive in his or her duties and carry out such other functions as described in this Constitution and as the Board or Chief Executive may decide.

Article X

Functions of the SPTO Management

1. Subject to the direction of the Council and the Board, the functions of the management shall be to:

(a) assist Government member with national tourism planning and development activities, including policy formulation, investment proposal evaluation and project identification, preparation and evaluation;

(b) prepare and implement regional tourism marketing and communications activities and assist members in the preparation of national marketing policies, strategies and promotional programmes;

(c) compile and distribute on a regular basis up-to-date, quality tourism statistical data and advise Government members on and assist with national tourism statistical activities;

(d) formulate and implement regional human resource development programmes in the tourism sector and advise government members on and assist with national programmes;

(e) provide technical and development assistance in tourism-related activities to Government members;

(f) co-operate with and assist associate members as may from time to time be authorised by the Council or the Board ; and 

(g) carry out such other functions, tasks, responsibilities as described in this constitution and as the Council, Board or Chief Executive may decide.

Article XI

Resource and Budget

1. The financial resources of the SPTO shall compromise:

(a) the contributions made by Government members, travel industry members and Associate members;

(b) monies received from national and international organisation

(c) other funds or monies received by the SPTO

2. The SPTO may also receive contributions of non-financial nature.

3. The Chief Executive shall prepare the annual budget and corporate plan of the SPTO for approval by the board pursuant to clause 1 (b), Article VII.  

4. The Board shall adopt financial regulations for the administration of the SPTO and such regulations may authorise the SPTO to accept contributions, financial or otherwise, from private and public sources.

5. The Board shall, on the recommendation of the Chief Executive, appoint an auditor to audit the finances of the SPTO and to assist in keeping proper functional accounts.

6. The financial year of the SPTO shall be the calendar year.

Article XII

Legal Status, Privileges and Immunities

1. The SPTO shall have legal personality as it is necessary for it to carry out its functions and responsibilities and, in particular, shall have the capacity to contract, to acquire and dispose of moveable and immoveable property and to sue and be sued. 

2. The SPTO its officers and employees, together with representatives to the SPTO meetings, shall enjoy such privileges and immunities necessary for the fulfillment of their functions, as may be agreed between the SPTO and the member in whose territory the Management is located, and as may be provided by other Government members and Associate Members.
  
3. All non-Fijian staff shall be exempted from taxes with respect to salaries received from SPTO.  They shall be accorded exemption from taxes on furniture and effects imported at the time of their first taking up their posts.

Article XIII

Signature, Acceptance, Entry into Force and Withdrawal

1. Subject to the following provisions, this constitution shall be open to the Government Members of the SPTO listed hereto for signature or acceptance. 

2. Members of the SPTO referred to in clause 1 of this Article may become parties to this constitution by:

(a) signature without reservations as to approval; or 

(b) signature subject to approval followed by acceptance; or

(c) acceptance

3. Acceptance of this constitution shall be affected by deposit of a normal Instrument of Acceptance with the Government of Fiji, which shall be the Depositary.

4. This constitution shall enter into force thirty days after seven members have become parties to it pursuant clauses 1 to 3 of this Article.

5. Other Governments may, with the approval of the Council pursuant to Article III of this constitution, become a party to this constitution by depositing the Instrument of Acceptance with Depositary. 

6. For Governments becoming a party to this constitution after its entry into force, the constitution shall enter into force for the government thirty days after either the date of its signature of the Constitution without reservation as to approval or the date of deposit of its Instrument of Acceptance.

7. Any Government Member may denounce this Constitution by notification addressed to the Depositary and such denunciation shall take effect one year after the date upon which Depositary received the notification.

8. A Government denouncing this Constitution shall remain liable for all obligations to the SPTO to which it was subject at the date of receipt by the Depositary of the denunciation notice.  If the denunciation becomes finally effective, the SPTO member shall not incur any liability for obligations resulting from operations of the Government member effected after the date on which the denunciation notice was received by the depositary.

9. The original of this constitution shall be deposited with Government of the Republic of Fiji which shall transmit certified copies thereof to all member Governments and the Chief Executive and shall register this Agreement with the Secretary-General of the United Nations in accordance with Article 102 of the Charter of United Nations. 

Article XIV

Reservations, Amendments and Revocation

1. Reservations to this constitution shall not be permitted.

2. Subject to clause 3 of this Article, this Constitution maybe emended or revoked by the Council at any meeting of the Council and with the approval of not less that two-thirds of the Council members present and voting.

3. Any proposal to amend provisions of this Constitution relating to the Budget and financial obligations of SPTO members shall require approval of the Board by consensus.

4. Any amendment or the revocation of the Constitution shall take effect thirty days after the date of approval by the Council of the amendment or revocation.

Article XV

Dissolution of the SPTO

1.  Subject to clause 4 (b), Article II, the Council mat at any meeting held pursuant to clause 3 (a), Article IV, or at any special meeting, resolve by not less than three quarters of the Council members present and voting that the SPTO shall be dissolved. 

2. The resolution adopted pursuant to clause I of this article shall take effect after the next meeting of the Council, provided that it has been ratified at that meeting by not less than two-thirds of the members entitled to vote.

3. The Council shall decide that manner in which the assets and obligations of the SPTO should be liquidated prior to the dissolution of the SPTO.

Article XVI

Rescinding and savings Provisions

This constitution upon its entry into force, shall terminate and replace the constitution of the Tourism Council of the South Pacific concluded at Nadi, Fiji on the 7th day of March, 1997, provided that upon such termination and replacement, all rights and obligations validity acquired or incurred under the provisions of that Constitution shall be deemed to have been acquired or incurred under the provisions of this Constitution.

CONCLUDED AT APIA, SAMOA this eighteenth day of October in the year 1999.

SCHEDULE

Government Members of the SPTO

1. Cook Islands
2. Fiji 
3. French Polynesia
4. Kiribati
5. New Caledonia
6. Niue
7. Papua New Guinea
8. People’s Republic of China
9. Western Samoa
10. Solomon Islands
11. Tonga
12. Tuvalu
13. Vanuatu