Regional Environmental Centre Moldova
Charter
PREAMBLE
Whereas the countries of the New Independent States (NIS) have serious environmental problems;
Whereas solutions to these problems will require the co-operative efforts of governments, non-governmental organisations (NGOs) and citizens from throughout the region;
Whereas the Declaration of the Sofia Ministerial Conference in October 1995, as well as that of the parallel NGO Conference, called upon the support of interested donors to establish a network of independent regional environmental centres in the NIS;
Whereas it was decided that such centres should be established in Georgia, the Russian Federation, Ukraine, and Moldova;
Whereas the Signatories to the present Charter pledge their political and financial support to the activities of the Regional Environmental Centre for Moldova while serving its mission;
The REC Moldova will operate democratically and with complete transparency and openness.
The REC Moldova is hereby established in Moldova by the Signatories to this Charter.
This Charter sets forth the operating structure, functions and purpose of the REC.
1. LEGAL STATUS OF THE REC MOLDOVA
1.1 Purpose
The Signatories confirm that the REC Moldova is a Moldovan legal entity, governed by Moldovan law as an independent, nonprofit and nonpolitical organization of international character.
The Signatories confirm that the mission of the REC Moldova is to assist in the solving of environmental problems in Moldova and in neighboring countries through the promotion of co-operation at both a national and regional level among NGOs, governments, business, local communities, and all other environmental stakeholders, in order to develop a free exchange of information; offer assistance to all environmental NGOs and other stakeholders; and increase public participation in the decision-making process, thereby assisting Moldova and the region in the further development of a democratic civil society.
1.2 Co-operation with other Regional Environmental Centers
The REC Moldova agrees to co-operate whenever possible with the other Regional Environmental Centers and with any other RECs which may be established, in the solving of trans-boundary and regional environmental problems.
1.3 Activities
The REC Moldova shall:
- assist in the exchange and dissemination of information on issues of environment and sustainable development;
- provide access to national and international databases making use of already existing structures and facilities; produce newsletters and other publications ;
- provide support for education, training and capacity building
- provide support wherever possible for initiatives aimed at increasing environmental awareness;
- establish a grants programme which maintains a balance between small and large grants and participate with other RECs in developing a grants scheme for regional and trans-border projects;
- promote public participation in the decision making processes of society which relate to the environment;
- provide a forum for discussion of environmental issues; policy analysis relating to environmental issues, sustainable development and interaction between governments, NGOs and other stakeholders;
- provide a framework for regional co-operation at a governmental and non-governmental level;
- provide a link with the business community and industry on environmental issues.
2. STRUCTURE
2.1 Governing body
The governing and executive body of the REC Moldova shall be the Board of Directors.
2.2 Advisory Council
The advisory body to the Board of Directors shall be the Advisory Council.
3. BOARD OF DIRECTORS
3.1 General powers and responsibilities
The Board of Directors of the REC Moldova should give status to the Centre at national, regional and international levels. The Board shall possess all the powers of managers of non-profit organizations under Moldovan law, including the authority to acquire and dispose of property, make contracts and otherwise manage the affairs of the Centre. It may appoint technical and financial advisory committees or any other committees as and when required. The Board of Directors shall inform the Advisory Council on a regular basis of the activities and management of the Centre.
The responsibilities of the Board of Directors shall include the following:
The responsibilities of the Board of Directors shall include the following:
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to make broad policy decisions for the REC Moldova;
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to establish the Organizational and Operational Regulations for the Centre and oversee the implementation of these regulations;
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to oversee the financial management of the REC Moldova and its activities;
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to approve in writing the annual budget and work plan of REC Moldova;
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to appoint the Executive Director;
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to develop an organizational structure and staffing procedures for the Centre;
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to approve a grants programme, and appoint an independent grants committee which has open and transparent procedures;
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to play an active role in fund raising;
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to provide the Advisory Council with information to enable it to review and assess the REC's activities;
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to represent the REC Moldova nationally, regionally and internationally.
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the Chairman of the Board of Directors and the Executive Director shall represent the REC Moldova on the International Co-ordinating Committee (ICC).
3.2 Number, qualification, election, tenure and replacement
3.2.1 Number
The Board of Directors shall consist of either seven (7) or nine (9) members.
In addition, the President of the Advisory Council and the Executive Director shall participate ex officio in the meetings of the Board. Neither shall be entitled to vote at Board Meetings.
The Chairman may by decision of the Board invite distinguished individuals considered essential to the Board's work, to participate in any or all of the Board Meetings. Such invitees are not allowed to participate in the decision making process or entitled to vote.
In addition, the President of the Advisory Council and the Executive Director shall participate ex officio in the meetings of the Board. Neither shall be entitled to vote at Board Meetings.
The Chairman may by decision of the Board invite distinguished individuals considered essential to the Board's work, to participate in any or all of the Board Meetings. Such invitees are not allowed to participate in the decision making process or entitled to vote.
3.2.2 Qualification and election
Board members shall be appointed on the basis of personal merit from the following representative groups;
a) Government (one/two);
b) Private sector/academic institutions (one);
c) Non-governmental organisations (three/four);
d) Bilateral and multilateral sponsors (two).
The Advisory Council may make recommendations to the Board for members representing categories (b) and (c). Nominations may also be made by the NGO community for members representing categories (b) and (c).
Seats on the Board of Directors shall not be assigned to, nor do they represent any particular sponsor, organisation, or non-governmental organisation.
a) Government (one/two);
b) Private sector/academic institutions (one);
c) Non-governmental organisations (three/four);
d) Bilateral and multilateral sponsors (two).
The Advisory Council may make recommendations to the Board for members representing categories (b) and (c). Nominations may also be made by the NGO community for members representing categories (b) and (c).
Seats on the Board of Directors shall not be assigned to, nor do they represent any particular sponsor, organisation, or non-governmental organisation.
3.2.3 Term of office
Board members shall serve for a period of three years, renewable once.
The initial Board members shall be appointed by the Signatories.
In order to ensure continuity in the early years, a rotation system shall apply. The initial Board shall remain in office until the end of the second year, then two members of the Board, one NGO and one government member, shall be replaced or re-appointed for three years. At the end of the third year, one NGO and one sponsor member shall be replaced or re-appointed for three years. At the end of the fourth year, the remaining three or five members of the initial Board shall be replaced or re- appointed.
The initial Board members shall be appointed by the Signatories.
In order to ensure continuity in the early years, a rotation system shall apply. The initial Board shall remain in office until the end of the second year, then two members of the Board, one NGO and one government member, shall be replaced or re-appointed for three years. At the end of the third year, one NGO and one sponsor member shall be replaced or re-appointed for three years. At the end of the fourth year, the remaining three or five members of the initial Board shall be replaced or re- appointed.
3.2.4 Vacancies and replacement
All Board members with the exception of the initial Board shall be appointed by the Board.
If a member is unable to serve out his or her term, the Board shall nominate a new member to complete the remainder of that term, following the procedure for appointing new members. If a member fails to attend three consecutive meetings of the Board, then the Board shall propose a replacement for approval by the Board.
If a member is unable to serve out his or her term, the Board shall nominate a new member to complete the remainder of that term, following the procedure for appointing new members. If a member fails to attend three consecutive meetings of the Board, then the Board shall propose a replacement for approval by the Board.
3.3 Meetings of the Board
The Board shall meet quarterly at a time and place to be determined by the Board.
Additional meetings shall be convened at the request of the Chairman of the Board. Its operational languages shall be English and Romanian in order to provide wider international transparency.
Additional meetings shall be convened at the request of the Chairman of the Board. Its operational languages shall be English and Romanian in order to provide wider international transparency.
3.4 Quorum and voting
A majority of members in office shall constitute a quorum for the transaction of business.
The vote of the majority of members present at a meeting at which a quorum is present shall constitute the action of the Board. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members of the Board. The Chairman's vote shall be the deciding vote in the case of an equal split of the vote.
The Executive Director and the President of the Advisory Council shall not be entitled to vote.
The vote of the majority of members present at a meeting at which a quorum is present shall constitute the action of the Board. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members of the Board. The Chairman's vote shall be the deciding vote in the case of an equal split of the vote.
The Executive Director and the President of the Advisory Council shall not be entitled to vote.
3.5 Absentee voting
Two forms of absentee voting shall be permitted by the Charter: by proxy and by mail. If a member of the Board is unable to attend a meeting, he or she may vote by providing a written proxy to the Chairman. The Board may elect to permit voting on certain matters by mail.
3.6 Compensation
Members of the Board shall receive no remuneration, but will be reimbursed for all travel and related expenses arising from their duties.
4. ADVISORY COUNCIL
4.1 General powers
The Advisory Council shall give opinions, on the basis of regular information, which shall include copies of reports and Minutes provided by the Board of Directors, on the activities of the REC Moldova and their impact, and on the needs of the region. It shall liaise through its President with the Chairman of the Board and the Executive Director of the Centre.
In addition the Advisory Council may at the request of the Board of Directors, support the REC Moldova through such activities as fund raising, public relations, technical assistance and policy recommendations.
The President of the Advisory Council may, in consultation with the Chairman of the Board of Directors, establish advisory committees from among the members of the Advisory Council. The Chairman of the Board and the President of the Advisory Council shall establish procedures to facilitate co-operation between these two bodies.
In addition the Advisory Council may at the request of the Board of Directors, support the REC Moldova through such activities as fund raising, public relations, technical assistance and policy recommendations.
The President of the Advisory Council may, in consultation with the Chairman of the Board of Directors, establish advisory committees from among the members of the Advisory Council. The Chairman of the Board and the President of the Advisory Council shall establish procedures to facilitate co-operation between these two bodies.
4.2 Election and membership of the Advisory Council
The Advisory Council shall consist of not less than twenty (20) and not more than thirty (30) members. The membership shall comprise, the following:
a) seven to nine (7/9) State representatives;(not to exceed 35% of the total number of Council members on the Council at any time)
b) six to ten (6/10) representatives from the non-governmental organisations (NGO) community; (not to exceed 40% of the total number of Council members on the Council at any time )
c) three or four (3/4) representatives of the sponsor countries and organisations;
d) (not to exceed 10% of the total number of Council members on the Council at any time)
e) four to seven (4/7) independent members, from the academic and business community or individuals selected for the knowledge and experience he or she might bring to the business of the Centre (not to exceed 20% of the total number of Council members on the Council at any time)
b) six to ten (6/10) representatives from the non-governmental organisations (NGO) community; (not to exceed 40% of the total number of Council members on the Council at any time )
c) three or four (3/4) representatives of the sponsor countries and organisations;
d) (not to exceed 10% of the total number of Council members on the Council at any time)
e) four to seven (4/7) independent members, from the academic and business community or individuals selected for the knowledge and experience he or she might bring to the business of the Centre (not to exceed 20% of the total number of Council members on the Council at any time)
Initially, the Chairman of the Board together with the Executive Director shall consider nominations for all representative appointments, with the exception of category (c), from all interested people and organisations and where applicable, the names of elected members (the NGO community shall have the option to elect its nominations to the Advisory Council) and then decide on the final membership of the Advisory Council.
Once a President of the Advisory Council is elected then, he or she shall with the Executive Director consider all nominations when identifying future members of the Advisory Council. Sponsor countries and organisations shall inform the Advisory Council President of their nominations for appointment to the Advisory Council.
Once a President of the Advisory Council is elected then, he or she shall with the Executive Director consider all nominations when identifying future members of the Advisory Council. Sponsor countries and organisations shall inform the Advisory Council President of their nominations for appointment to the Advisory Council.
4.3 Terms of Office
Members of the Advisory Council shall serve a term of three years, which may be renewed.
To ensure continuity, the members of the Advisory Council shall retire by rotation under a system established by the President, at the first meeting of the Advisory Council.
Any rotation system adopted by the Advisory Council shall ensure that a balance is maintained at all times between the number of government and non-government representatives.
To ensure continuity, the members of the Advisory Council shall retire by rotation under a system established by the President, at the first meeting of the Advisory Council.
Any rotation system adopted by the Advisory Council shall ensure that a balance is maintained at all times between the number of government and non-government representatives.
4.4 Meetings
The Advisory Council shall meet once a year.
4.5 Rules and Operating Procedures
The Advisory Council shall establish its rules and operating procedures in agreement with the Board of Directors.
4.6 Compensation
Members of the Advisory Council shall serve without compensation, except for travel and related expenses that have been authorised in advance by the Board of Directors.
5. OFFICERS
5.1 Chairman of the Board of Directors
The Board shall elect a Chairman from among its members, by a majority vote.
5.2 President of the Advisory Council
The Advisory Council shall elect a President from among its members, by a majority vote.
5.3 Executive Director
The Board of Directors shall have the power to appoint and dismiss an Executive Director, who shall manage the day to day affairs of the Centre in accordance with the policies and guidelines established by the Board.
The appointment of the Executive Director shall be for a term of three years, with an initial trial period of six months, and renewable once by mutual agreement with the Board.
The appointment of the Executive Director shall be for a term of three years, with an initial trial period of six months, and renewable once by mutual agreement with the Board.
6. CONFLICT OF INTEREST AND DISCLOSURE
If a member of the Board, the Advisory Council, or any Committee established by the Board or the Advisory Council, or the Executive Director has a conflict of interest, or a direct or indirect interest in respect of a matter being considered by any of these bodies, then he or she must declare that interest at the first available opportunity to the Chairman of the Board of Directors and withdraw while this matter is being evaluated or approved.
If it is discovered that a conflict existed and was not declared prior to an action by any of these bodies then the decision will be void and shall be reconsidered without the participation of the member in conflict.
If it is discovered that a conflict existed and was not declared prior to an action by any of these bodies then the decision will be void and shall be reconsidered without the participation of the member in conflict.
7. RECORDS
7.1 Annual Report
The Board shall publish an annual report, including an income and expenditure statement for the previous year.
7.2 Minutes
The Board shall keep regular minutes of proceedings and these shall be approved by all the members present at the beginning of each meeting and signed in their presence by the Chairman.
8. FINANCES
8.1 Income
The REC Moldova may accept financial or in-kind contributions or earned income without prejudicing its independence, impartiality and non profit character.
8.2 Audit of accounts
The financial accounts for REC Moldova shall be prepared according to the rules established for such legal entities in Moldova and to international standards. Some financial contributions may be subject to additional procedures to comply with donor requirements.
The Board shall appoint an independent auditor to conduct annual financial audits of the REC Moldova. Additional audits may be authorised by the Board.
The Board shall appoint an independent auditor to conduct annual financial audits of the REC Moldova. Additional audits may be authorised by the Board.
9. WITHDRAWAL FROM OR DISSOLUTION OF THE REC MOLDOVA
9.1 Withdrawal
Signatories may withdraw from active participation in the work of the REC Moldova by giving written notification of their intention to withdraw, to the Chairman of the Board six months in advance of resigning their Signatory status.
9.2 Dissolution
The REC Moldova may be dissolved by a unanimous decision of the Signatories. Upon dissolution the REC Moldova net assets shall be paid over to one or more organisations that are operated exclusively for charitable, scientific or educational purposes as decided by the Signatories.
10. AMENDMENTS TO THE CHARTER
This document may be amended by the written consent of a two-thirds majority of Signatories.
Signed this the 24 day of June 1998 in Aarhus.
SIGNATORIES:
Duly authorised representatives of:
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Moldova
Moldova
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European Commission