By-Laws for the Regional Environmental Centre Moldova (REC Moldova)

(Approved by the Board of Directors on 26th April 1999, amended at the meeting of the Board of Directors on 14 September 2010)

 

BY-LAWS

1. The governing document of the Regional Environmental Centre Moldova is the
Charter which was signed in Aarhus, Denmark on 24th June 1998 by the
Government of Moldova and the European Commission and amended on 10 October 2006.

2. These by-laws shall be used only in conjunction with this REC Moldova Charter.

3. The registered name of the REC Moldova is:

REGIONAL ENVIRONMENTAL CENTRE MOLDOVA hereinafter referred to as REC Moldova.

4. REC Moldova is constituted as a legal entity under Moldovan law and the
registered address is in Moldova.

5. The governing and executive body of the REC Moldova is the Board of Directors
and shall hereinafter be referred to as the Board.

6. The activities of the REC Moldova have been set out in the Clause 1.3 of the Charter and these by-laws when referring to the activities of the REC Moldova refer only to these activities.

7. The Charter, Article 2 establishes the Board as the governing and executive body of the REC Moldova.

8. The Charter Article 3 outlines the general powers and responsibilities of the Board.

9. Under Clause 5.1 of the Charter the Board shall elect a Chairperson from among its members by a simple majority vote.

The Chairperson shall hold this office for three years, and be eligible for reelection.

10. The Executive Director shall act as the Secretary to the REC Board with responsibility for notifying the members of the date of each Board meeting, preparing the Agenda, keeping the Minutes at each meeting, circulating the draft Minutes to all Board members for their comments and preparing the final Minutes for approval by the Board.

The Executive Director shall also be responsible for keeping the signed Minutes in a Register with all other documents relating to the REC Moldova Board Meetings.

11. The number of Board members, their qualifications and tenure are set out in Clause 3.2 of the Charter.

12. The Board of Directors

The Board shall be responsible for the management of the REG Moldova; and shall exercise the functions, and powers of the REC Moldova; and shall be responsible for the effective and efficient administration of the REC Moldova.

Board Meetings

The Board shall hold at least two meetings each year on regularly scheduled dates to be determined by the Board.

The Executive Director shall be responsible for co-ordinating the arrangements for each Board  

meeting and preparing the Agenda in consultation with the Chairperson.   Special meetings of the Board may be called by the Chairperson, or any Board member. Special meetings shall be  held on at least thirty (30) days notice by mail or ten (10) days notice by personal delivery, by telephone or by other electronic mail means. Such notice shall state the time and place, and “the purpose” for which the meeting is held.

Board meetings will be presided over by the Chairperson and in his/her absence by a Board member elected to act as the Deputy Chairperson.

At the annual Board meeting at least the following will be placed on the agenda:

(a) the presentation of an annual report from the Executive Director on the activities and progress of the REC Moldova including a financial report, which will be presented by the Executive Director or by the Finance Manager upon request from the Executive Director;

  1. the establishment of any committees of the Board, and the election of chairperson of such activities;

  2. the presentation of reports by the Chairperson of the committees of REC
    Moldova as the Board Chairperson may request;

  3. the approval of the annual accounts of REC Moldova;

  4. the approval of the next year's Budget.

The Executive Director acting as Secretary to the Board, shall keep or cause to be kept the Minutes of every meeting of the Board and shall also keep a separate register showing all changes in the membership of the Board.

The Minutes shall be submitted to the Board for confirmation at the next meeting and when they have been confirmed shall be signed by the Chairperson in the presence of the other members.

Each Board member shall have only one vote. A question proposed at any meeting of the Board shall be determined by-a simple majority vote of the Board members unless the Charter states otherwise.

All voting shall be taken orally. The Chairperson however entitled to decide a vote by secret ballot. If the vote concerns an election of persons, also each Board member can demand a vote by secret ballot. Voting by secret ballot shall take place by means of secret, unsigned ballot papers.

Each Board member is entitled if unable to attend a specific Board meeting to grant a written power of attorney to another Board member for that specific Board meeting only. The Board member giving such power of attorney is counted for the purpose of the quorum to be present at the Board meeting.

Members of the Board may participate in a meeting through the use of conference telephone, fax or similar communications equipment, so long as all members participating in such a meeting can communicate with one another. Such participation shall constitute personal presence at the meeting.

Full Board participation and a unanimous vote will be required for decisions' relating to the expansion in Board membership, and any change in the structure of the Board.

In the absence of a quorum, a majority of the Board members present may adjourn the meeting from time to time, for a period of not more than thirty days at any one time until a quorum shall be able to attend.

A member of the Board who has a direct or indirect interest in a matter to be considered by the Board, shall, as soon as, possible after the relevant facts have come to his/her knowledge, disclose the nature of his/her interest to the Board.

The Board shall decide whether to allow the member to vote on the matter being considered. The Minutes of the Meeting will record the members direct or indirect interest and that the said member did or did not vote.

12.1   The Board has exclusive authority:

  1. to appoint from among its members the Chairperson and if required a Deputy Chairperson and   to appoint the members of the Grants Advisory Committee (GAC) and any other committee which the Board decides to establish;

  2. to appoint the Executive Director

  3. to amend the By-laws and to make and amend the By-laws for the Grants Advisory Committee of the REC Moldova and for all other Committees established by Board decision.

 

  1. The Board responsibilities:

 

(i) Board has authority to request that any material(s), which is an output of the Board or any of its activities and/or is developed by the REC Moldova staff or other associated bodies, including the Advisory Council and REC Moldova  Committees be labelled “Confidential”.

    In order to label material with a “Confidential” mark the material shall fall under the following criteria:

  • The dissemination of this material might impair or restrict the ability of the REC Moldova Board to implement its objects under its founding Charter.

  • The dissemination of this material might influence a subsequent decision making process of the Board or Advisory Council or Committee(s) thereby making this decision making process non-transparent and undemocratic.

  • The dissemination of this material may pose a threat to security and/or image of the person(s) representing REC Moldova.

 

This type of document(s) must be clearly marked "Confidential" and contain, information on how long it should remain confidential, the date of approval, and the list of people authorized to have access to this material.

(ii) Board has authority to designate “For Internal Use Only” any material(s), which is an output of the Board activities and/or developed by any of the REC Moldova other bodies.

      Any material(s) with the label "For Internal Use Only" specifies that while it is not “Confidential” it is material of the REC Moldova which should not be disseminated to person(s)/organization(s) outside the REC Structure.

      In order to label material with a "For Internal Use Only" mark the material shall fall under the following criteria:

  • The dissemination of this material might impair or restrict the ability of the REC Moldova Board to implement its objects under its founding Charter.

  • The dissemination of this material might influence a subsequent decision making process of the Board, Advisory Council, Executive Secretariat or a REC Moldova Committee(s) thereby making this decision making process non-transparent and undemocratic.

  • The dissemination of this material may affect the professional image of the REC and serve as a basis for unequal treatment of the beneficiaries or partners of the REC Moldova

 (iii)    to make broad policy decisions for the REC Moldova;

(iv)   to establish the Organisational and Operational Regulations for the Centre and oversee  

        the implementation of these regulations;

(v)    to oversee the financial management of the REC Moldova and its activities;

(vi)   to approve in writing the annual budget and work plan of REC Moldova;

(vii)  to develop an organisational structure and staffing procedures for the Centre;

(viii) to approve a grants programme, and appoint an independent grants committee which has open and transparent procedures;

 (ix) ensuring the Executive Director receives periodic reports from the    grantees, describing the progress or not in implementing grants projects funded by the REC  

 Moldova; and in addition after these reports have been received the Board may commission a

 detailed written evaluation of the project (based on site visits) by one or more independent

 evaluators not affiliated with the grantee;

(x) ensuring that all grant applications funded by the REC Moldova shall be independently evaluated and audited upon their completion;

(xi) monitoring the accounting records for expenditure on all projects approved by the Board;

12.3 Termination of Board Membership and Vacancy

Membership to the Board shall terminate:

  1. by lapse of the term of appointment;

  2. by death, or in the case of a company or organisation, it is wound up or ceases to exist;

  1. through a written notice of retirement, which notice should be sent to the registered office of the REC Moldova, stating the date on which this resignation will become effective;

  2. is incapable of performing the functions of his office on grounds of physical or mental illness;

(e) is removed by his nominating authority (if any);

(f) failure to comply with the disclosure of interests clause in Clause 6 of the Charter;

(g) through the non-attendance of three consecutive regularly scheduled Board meetings, unless reason for failure to attend these meetings is approved by the Board at any such meetings;

(h) through removal from office by the Board for important and serious reasons, at a Board meeting called for that purpose; by resolution adopted in a Board meeting in which a majority of the Board members are present, including a representative of the founders or sponsors.

In the case of the removal of a member of the Board by the Board the minutes of the meeting shall be conclusive evidence of a change of the membership of the Board.

In case of a vacancy caused by the above or an event other than that described herein, then such a vacancy can be filled through the appointment of a new Board member either by the respective authorized appointing entity as mentioned in Clause 3.2.2 of the Charter or by the Board at any Board meeting and the term of such appointment of the successor will be for the balance of the unexpired term of the Board member whose vacancy has been filled.

The Executive Director shall provide the Chairperson of the Board with financial statements concerning the REC Moldova at Chairperson request.

13. Committees

The Board may establish Committees as required. The Board has no authority to remunerate Committee members.

The Board shall appoint a Grants Advisory Committee (GAC) composed of specific experts in the relevant fields, to serve without compensation as members of the Committee.

The Board from time to time may create one or more additional committees, whose members need not be Board members and who shall be appointed by the Board.

The Board has the exclusive authority to establish the by-laws of all committees and amend them as and when required.

The Board may at a Board meeting agree to delegate powers referred to in this clause to a Committee Chairman or the Executive Director.

The President of the Advisory Council may in consultation with the Chairperson of the Board, establish advisory committees from among the members of the Advisory Council. These committees shall be governed by the same by-laws as the committees established by the Board.

14.    Advisory Council

The Charter states in Clause 2.2. “the Advisory body to the Board of Directors shall be the Advisory Council”.

Clause 4 of the Charter specifically mentions the Advisor Council and Clause 4.5 states that the Advisory Council shall establish its rules and operating procedures in agreement with the Board of the REC Moldova. The Board of Directors may delegate this responsibility to the Executive Director to prepare a draft set of rules and procedures with the President of the Advisory Council to be submitted to the Board of REC Moldova for approval.

The President of the Advisory Council may, in consultation with the Chairperson of the REC Moldova Board establish advisory committees from among the Advisory Council members.

The Chairperson of the Board and the President of the Advisory Council shall establish the procedures governing the co-operation between the two bodies. The Chairperson of the REC Moldova Board shall delegate this responsibility to the Executive Director to prepare draft procedures for approval by the Board Chairperson and the Advisory Council President.

15. REC Moldova Staff

The Board may regulate the manner of appointment, terms and conditions of service and the discipline of any employee of the REC Moldova.

In particular and without prejudice to their other powers in this paragraph the Board shall appoint an Executive Director the Grants Advisory Committee and any other Committee which may be required.

The Executive Director, appointed by the Board shall have the terms and conditions of his/her employment set out in a written contract of employment signed by the Chairperson of the Board. The term of the appointment of the Executive Director is stated in Article 5.3 of the Charter.

If there is need to recruit the Financial Manager, he/she will be recruited by the Executive Director and accepted by the Board.

All other staff to be employed by the Regional Environmental Centre Moldova shall be recruited and hired by the Executive Director. These staff appointments shall be stated in the work plan for the (REC) and budgeted for in the annual budget. The Executive Director shall notify the Board in advance of the recruitment programme and terms and conditions proposed for each position and that these are within the budget approved by the Board.

All staff reviews and subsequent confirmation of positions or dismissals must
be notified by the Executive Director in his/her report to the Board. The Executive
Director may at any time discuss these staff appointments with the Chairperson of the Board and seek his/her advise on the procedure to be followed. The staff recruited shall in all cases meet the highest standards in terms of professional qualifications and relevant experience.

15.1   Executive Director

An Executive Director shall be appointed by the Board of the REC Moldova.

The Executive Director shall establish and run the office of REC Moldova on guidelines approved by the Board.

The reporting requirements of the Executive Director shall be determined by the Board and may be changed by the Board from time to time.

The Board shall require the Executive Director to attend every meeting of the Board and present a written report to the Board and this report shall be tabled with the Minutes of the Board meeting.

Executive Director’s Qualifications

The Executive Director should possess the following qualifications:

  1. a University degree in national science and social sciences;

  2. a knowledge of the environmental activities;

  3. be fluent in the local language and English, possess knowledge of the customs in the
    areas covered by the objects of the foundation;

  4. experience in financial management and accounting will be an asset ; and

  5. any other qualifications that the Board may suggest
    Recruitment

The position of Executive Director shall be advertised as directed by the Board. CVs will be collected by the current Executive Director or a person(s) nominated by the Board. The Chairman of the Board and Executive Director will select a short list from the all received applications. The pre-selection will be based on the qualifications approved by the Board. Short listed applicants will be interviewed by the Board. The appointment shall be approved by the Board.

The financial conditions of employment of the Executive Director to be discussed with the Chairman of the Board or a member of the Board nominated by the Board.

The terms and conditions of the contract of employment for the Executive Director shall be approved by the Board and once approved to be signed by the Chairperson of the Board or a member of the Board nominated by the Board to sign.

15.2    Responsibilities and functions of the Executive Director

The functions of an Executive Director shall include:

  1. the day to day management and administration of the REC Moldova office;

  2. the preparation of the grants programme including the call for applications; a review of all grant applications prior to submitting them to the (GAC) for their evaluations and recommendations and finally to the Board for its approval of the successful grant applications;

  3. presenting financial reports, interim project progress reports and management reports to the Board;

  4. monitoring all local fund disbursement, project implementation and evaluation;

 

  1. coordinating the activities of the Grants Advisory Committee (GAC); and any other Committees the Board may in its discretion establish;

  2. disseminating information about the REC Moldova and it activities, current
    and proposed projects; liaising with community organisations, schools, business, industry and           tourism organisations to raise public awareness of the REC Moldova and its programme;

  3.  attending all meetings of the GAC and any other Committees formed by the Board;

  4. attending all Board meetings and acting as the Secretary to the Board at these meetings;

  5. acting as the link between the Board and its sub-committees including the Advisory Council committees;

  6. implementing the work plan;

  7. preparing with the Finance Manager (when she/he will be recruited) the annual budget to be submitted for Board approval;

  8. raising funds for REC Moldova;

  9. preparing a written Report for each Board meeting, such report to include details of all grants or projects being funded; proposed projects; full details of all disbursements on each of the grant projects, confirmation each project is within budget; details of administrative expenditure and whether it is within budget; a copy of the bank statements for the all the REC Moldova bank accounts;

  10. ensuring full and accurate accounting records are kept for the administrative office and all grant projects;

  11. monitoring all budgets including project budgets to ensure all funded projects remain within budget and that all administrative costs of whatever nature remain strictly within the agreed budgets.

  12. additional responsibilities which may arise from time to time relating to the various projects.

The Executive Director (or Finance Manager) shall be responsible for maintaining a Grants Register. This Grants Register shall list all grant applications received; ail grants approved and the amounts including a Schedule of Disbursements and the financial and monitoring procedures; and  the grants refused giving the reasons for the refusal.

 

The Executive Director (or Finance Manager) shall be the authorised legal representative of the REC Moldova regarding third parties, eg., contractually only with the prior written approval  of the Board.

16. Records and Accounts

The Board through the Executive Director of the REC Moldova shall maintain full records of all banks accounts; cash books; petty cash
records; receipts for all payments made by the administrative office; monthly bank reconciliations; all disbursements on approved projects, grants and administration expenses.

These books shall be open for inspection at any time by any Board member, any sponsor. The authority to open bank accounts wherever situated is vested only in the
Board. The Board may authorise the Executive Director  to open bank accounts and all banks accounts opened in the name of the REC Moldova must have two signatures for funds to be withdrawn: Executive Director and Finance Manager and both signatories must be authorised by the Board/Chairperson to be an account signatory.

All funds paid to REC Moldova from whatever source must only be paid into a
bank account in the name of the REC Moldova.

No REC Moldova Board or a Board member has the power to authorise any
person to open a bank account for the receipt of REC Moldova funds or finances other than in the name of REC Moldova and following these authorisation specific procedures.

17. Funding

Funding for the REC Moldova can be provided by the Founding Signatories and other donors. All funding shall be disbursed only against a budget which has been approved by the Board. Any additional costs must not be incurred by the Executive Director/ without the prior written approval of the Board.

The Executive Director must notify the Board of all funding and financing including donations of whatever nature which is received by the REC Moldova.

18.    Financial Year and Annual Accounts

The Board is obliged to keep such records of the financial position of the REC Moldova, so its rights and obligations can be known at all times. The Board shall within six months after the end of the financial year of the REC Moldova, provide the founders and any major sponsors with a copy of the annual report in respect of its operation during the financial year including the audited accounts of the REC Moldova and such other information as the founders or major sponsor/s may reasonably request.

The Board is obliged to prepare financial statements of the REC Moldova and undertake to have the accounts audited as set out in Clause 8 of the Charter.

The Auditor shall be entitled to have access to all books of account and other financial records of the REC Moldova and to require any information and explanation in relation to them, or, any expenditure of the REC Moldova.

The Auditor shall, within six months after the end of the financial year to which it relates, submit to the Board, the audit report prepared by them on the accounts of the REC Moldova.

The Auditor shall, in his report, state whether in its opinion proper books of account have been kept and any other matter concerning the financial affairs of the foundation which in his opinion should be brought to the attention of the Board.

The Board shall keep proper accounts and records of its transactions and affairs and shall ensure that all funds received are properly brought to account, payments out of its moneys are correctly made and properly authorized and that adequate control is maintained over its property and over the incurring of the liabilities of the REC Moldova.

19. Withdraw from or dissolution of the REC Moldova

Clause 9 of the Charter specifies the procedure for termination of REC Moldova.

However upon dissolution of the REC Moldova, the Founding Signatories shall proceed with the orderly termination of all project activities.

Notwithstanding the dissolution of the REC Moldova the balance of the REC Moldova accounts shall remain until all liabilities incurred in the implementation of the activities have been satisfied and the grant and other project activities brought to an orderly conclusion. After satisfying all, obligations and commitments and once all liabilities have been met, any funds or other assets remaining shall be disposed of by as outlined in Clause 9.2 of the Charter.

If a Founder or Signatory asks to withdraw from the REC Moldova, the procedure is outlined in Clause 9.1 of the Charter. In this instance any assets donated of funds transferred by the withdrawing Founder or Signatory shall remain the property of the REC Moldova

20. By laws

  1. The Board may so long as it is consistent with the purposes of the REC Moldova make any such arrangement draw up such schemes and make and frame such by-laws and guidelines as they may in their discretion think fit for the administration of the REC Moldova and for the management of the REC Moldova or for any part of it and may at any time amend, alter revoke such arrangements, schemes, by-laws, rules or guidelines as they in their absolute discretion think fit.

  2. The Charter shall always remain the governing document and take
    precedence over all by-laws and guidelines of whatever nature as outlined in (1) above.

Alexandru Teleuta,

Acting Chairperson of the Board                                                                                                                                                                     

On behalf of the REC-Moldova Board

 

By Laws