ARTICLE ONE – NAME AND SEAT

1.1    The Foundation shall be known as “The Valletta Alive Foundation”.

1.2    The seat of the Foundation shall be “La Borsa”, Republic Street, Valletta, or such other address as may be determined from time to time by the Board of Governors.

Members of the Foundation

1.3    The following bodies and Mr. Alfred Zahra shall be the Founding Members of the Foundation and shall retain membership of the Foundation for life or until they resign their membership or they otherwise cease to be Members in terms of Article 7.2:

(i)            The Republic Street Business Community;

(ii)          The Merchants Street Business Community;

(iii)         The Malta Chamber of Commerce and Enterprise;

(iv)        The Malta Tourism Authority;

(v)          The Chamber of Small and Medium Enterprise (GRTU);

(vi)        The Valletta Local Council;

(vii)       The Valletta and Floriana Rehabilitation Committee;

(viii)     Mr. Alfred Zahra of, St. Paul Street, Valletta.

ARTICLE TWO – TYPE OF FOUNDATION

2.1    The Foundation shall be an independent, public, non-profit making and philanthropic foundation in terms of the laws of Malta.

2.2    The Foundation shall be a self-governing body having a separate legal personality from that of its Founders, Members, Board of Governors and Honorary Patrons and shall be governed by and in accordance with this Charter. Nothing in this Charter or in the Deed of Foundation shall be construed or interpreted so as to hold or render the Founders, Members, Board of Governors or Honorary Patrons personally responsible or liable for any debts incurred or obligations assumed by the Foundation.

2.3    The Foundation is a non-profit making foundation, and accordingly, save for the payment of remuneration and out of pocket expenses as provided in this Charter, no part of the capital, assets, property or income of the Foundation is available directly or indirectly for the personal benefit of the Founders, Members, Board of Governors or Honorary Patrons of the Foundation. All the capital, assets, property and income of the Foundation is for the sole benefit of the objects of the Foundation.

2.4    The Foundation shall not cease to be a non-profit making organisation only because:

(a)     it acquires assets or income gratuitously, by way of sponsorship, donation, endowment, fundraising or public collection;

(b)     it obtains pecuniary gain from its activities;

(c)     it buys or sells or otherwise deals in goods or services where such activities are ancillary to its objects;

(d)         such activities ancillary to its objects produce substantial income derived from admission or participation fees to exhibitions, competitions, programs, or other events within the scope of the aims and objects of the Foundation;

provided that in all cases any excess of income over expenditure shall form part of the

assets of the Foundation and shall be re-employed by the Board of Governors for the

achievement of the objects of the Foundation or to augment its capital.

ARTICLE THREE – OBJECTS, FUNCTIONS AND POWERS

3.1    The aims of the Foundation relate to the City of Valletta and are

§         To promote public awareness on the historical, cultural, social, economic and commercial importance of Valletta, as Malta’s Capital City, a World Heritage Site declared by UNESCO

§         To encourage increased public and private investment geared at enhancing the historical, cultural, social and environmental fabric of Valletta as a whole.

§         To take initiatives aimed at the improvement of public spaces and of buildings in Valletta. 

§         To promote in general Culture and Arts, in general for public appreciation.

3.2    The objects and functions of the Foundation shall be:

(a)  to develop, promote, assist, execute or carry out projects, programs, initiatives or activities, which support or contribute to the attainment of the aims of the Foundation, whether alone or in collaboration with others;

(b) to seek, raise and allocate funding for the Foundation’s projects, programs, initiatives or activities from the public in general, private or public bodies, organisations, or institutions, governments and the European Union; and

(c)  to oversee and report on the progress and achievements of such projects, programs, initiatives or activities to its governing bodies, sponsors, supporters and to the public in general.

3.3    The powers of the Foundation shall be:

(a) to collect and disseminate information and awareness on all matters connected with the aims and objects of the Foundation;

(b) to raise funds, invite and receive contributions from any person or persons, whether by way of donation, gift, sponsorship, subscription for membership or otherwise;

(c) to employ or engage the services of and to remunerate and pay any person or persons to supervise, organise, manage and carry out the projects, programs, initiatives or activities of the Foundation;

(d) to become a member or affiliate of any organisation which shares the same aims of the Foundation or aims similar thereto;

(e) to arrange, provide for or participate in the holding of exhibitions, meetings, lectures, classes, seminars, tours or training courses;

(f)   to produce and circulate gratuitously or otherwise any papers, books, periodicals, presentations, pamphlets or other brochure or other documents, films, recorded tapes, disks or information stored on whatever medium that may assist in attaining the objects of the Foundation;

(g) to undertake, execute, manage or assist any charitable trusts or organisations, which may lawfully be set-up, undertaken, executed, managed or assisted by the Foundation;

(h) to invest monies of the Foundation not immediately required by the Foundation in such investments, securities or properties as the Board of Governors may from time to time determine;

(i)   to purchase, take on lease, exchange, acquire by any title any property, including the purchase of or subscription to shares in companies, and any rights, privileges, hypothecs and easements over any such property and to accept gifts, donations and sponsorships; and subject to the prior unanimous approval by all the members of the Board of Governors:

(j)   to sell, let, dispose of or turn to account all or any of the property or assets of the Foundation;

(k) to obtain loans, overdrafts, credits and other financial or monetary facilities without limit and to otherwise borrow and raise money in such manner as the Board of Governors may deem fit and to secure the repayment of any money borrowed, raised or owing by privilege, hypothec or by any such charge over the property or assets of the Foundation both present and future; and

(l)   to enter into any guarantee, contract of indemnity or suretyship and to secure its obligations under such guarantee, indemnity or suretyship with hypothecs or privileges, general or special, over any of its property or assets both present and future.

ARTICLE FOUR – GOVERNMENT AND ADMINISTRATION

4.1    The Board of Governors

4.1.1 The Foundation shall be governed by a Board of Governors which shall be responsible for and determine the general policy for performing, carrying out and exercising the objects, functions and powers of the Foundation in accordance with this Charter. Each organization, body or group of persons listed as Founding Members shall nominate, one member each to the Board of Governors.

4.1.2 Saving the provision of Article 4.1.1, and the first members of the Board of Governors of the Foundation which shall be appointed by the Founders (as per Article 4.1.15) , the members of the Board of Governors (hereinafter the “Governors” and each of them a “Governor”) shall be appointed by the General Meeting of the Members of the Foundation.

4.1.3 The Board of Governors shall be empowered to do all that it shall deem necessary for the attainment of the objects, the performance of the functions and the exercise of the powers of the Foundation and for such purpose, but without limitation to the generality of the above, the Board of Governors shall be empowered:

(a)   to decide on the Foundation’s annual projects, programs, initiatives or activities and to seek, allocate and administer funds required to carry out such projects, programs, initiatives or activities;

(b)   to acquire property, under any title, onerous or gratuitous, for and on behalf of the Foundation;

(c)   to employ or engage the services of any person or company whose work, services or expertise are required by the Foundation in the attainment of its objects remunerating or paying such persons accordingly;

(d)   to open and manage bank accounts for and on behalf of the Foundation;

(e)   to invest any monies not immediately required for the purposes of the Foundation;

(f)     in general, to administer the property, movable and immovable, bestowed upon or acquired by the Foundation as it deems best to attain the objects, perform the  functions and exercise the powers of the Foundation; and subject to the prior unanimous approval by all the members of the Board of Governors:

(g)   to sell, let, dispose of or turn to account all or any of the property or assets of the Foundation;

(h)   to obtain loans, overdrafts, credits and other financial or monetary facilities without limit and to otherwise borrow and raise money in such manner as the Board of Governors may deem fit and to secure the repayment of any money borrowed, raised or owing by privilege, hypothec or by any such charge over the property or assets of the Foundation both present and future; and

(i)      to enter into any guarantee, contract of indemnity or suretyship and to secure its obligations under such guarantee, indemnity or suretyship with hypothecs or privileges, general or special, over any of its property or assets both present and future.

4.1.4 The number of Governors shall be determined from time to time by the General Meeting of the Members of the Foundation but shall not be less than eleven.

4.1.5 The General Meeting of the Members of the Foundation shall appoint one of the Governors to be the Chairman of the Board of Governors every three years or whenever there is no Chairman in office.

4.1.6 The Chairman shall serve and hold office for a term of three years and other members of the Board of Governors shall serve and hold office for a term of two years from the date of their nomination by a Founding Member (as per 4.1.1) or election (as per 4.1.2)  as the case may be. The post of retiring and outgoing Governors may be re-nominated or re-elected as the case may be, to fill the vacancy of the retiring or outgoing governor for the duration of the vacant post to further terms of two years depending on the vacancy.

4.1.7 The Board of Governors shall meet regularly and at least once every month to discuss and decide on the overall running of the Foundation, draw up its policies and future plans and generally to discuss and dispatch any such matters they deem necessary, expedient and conducive for the Foundation to attain its objects.

4.1.8 The post of Governor occupied by any member of the foundation shall be vacated if such  governor fails to attend six (6) consecutive meetings of the Board of Governors or one half (1/2) of the total number meetings held in one year of office on aggregations.

The Board of Governors may after considering the circumstances of such absence keep the post occupied by the said same Governor.

In the event of the defaulting Governor being re-confirmed in his post, the board of Governor shall communicate such reason to the following Annual General Meeting.

4.1.9 The Board of Governors shall regulate its own procedure, and any vacancy in its composition shall not operate so as to bar the Board of Governors from continuing to perform its functions, provided that:

(a)   the Chairman shall preside over meetings of the Board of Governors who shall arrange for minutes to be kept of its meetings;

(b)   the quorum necessary for meetings of the Board of Governors shall be six Governors or such higher number as may from time to time be established by the Board of Governors;

(c)   in the absence of the Chairman for any meeting of the Board of Governors at which a quorum is present, the Governors present shall elect one of their number to chair the meeting; and

(d)   without prejudice to Article 3.3(j), (k) and (l) and Article 4.1.2(g), (h) and (i) decisions by the Board of Governors shall be taken by means of a simple majority vote of the Governors present at the meeting. In the event of equality of votes the Chairman, or in his absence the Governor who has been elected to chair that meeting, shall, in addition to his original vote, have a casting vote.

4.1.10 The Board of Governors shall appoint a person on such terms, including remuneration if any, as the Board of Governors may deem fit, as Secretary of the Board of Governors and Secretary General of the Foundation.

4.1.11 Legal and judicial representation of the Foundation shall be vested in the Chairman or in any other person duly authorised for this purpose by the Board of Governors.

4.1.12 The Board of Governors shall be responsible for convening the General Meetings of the Members of the Foundation. The Board of Governors shall prepare Six-Monthly Reports on the activities, finances, performance and plans of the Foundation and Annual Reports on the activities, finances, performance and plans of the Foundation for presentation and discussion during the General Meetings of the Members of the Foundation.

4.1.13 The Board of Governors may from time to time recommend to the General Meeting of the Members of the Foundation changes they deem necessary to the text of this Charter. A 2/3 majority of the Board is required.  

4.1.14 Remuneration paid by the Foundation to members of the Board of Governors for holding office as Governors shall be determined from time to time by the General Meeting of the Members of the Foundation.

4.1.15 The first Governors of the Foundation and which have appointed by the founding members are as given in the addendum A.

4.2 Honorary Patrons

4.2.1 The Board of Governors may from time to time nominate and appoint persons of distinction who have served and made a notable contribution to the Foundation and the attainment of its objects as Honorary Patrons of the Foundation on such terms as may from time to time be determined by the Board of Governors. The Honorary Patrons are to be notified and can attend and participate at the meeting without the privilege of a vote.

The Minister responsible for Urban Development shall be an Honorary Patron and the Mayor of Valletta shall be an Honorary Patron and ex-officio member of the Board of Governors.

4.3       Membership and General Meeting

Members of the Foundation

4.3.1.1 The Founding Members shall be the first voting Members of the Foundation and each body, organization or grouping shall have one vote each.

4.3.1.2 Four types of membership will be available. These are Individual, NGO, Small Business and Corporate.  The Membership fees due and the voting powers in General meetings is as given in the Membership Rules (Addendum B). Membership fees and/or voting powers shall be subject to modification by a two-thirds majority at a General Meeting.

General Meeting

4.3.2 The Members of the Foundation shall meet not less than once every calendar year in General Meeting to discuss the activities of the Foundation since the last General Meeting, to elect new Governors to fill any vacancies in the Board of Governors that may be created from time to time by reason of expiry of term of office, resignation or death if any. The General Meeting shall regulate its own procedure as the Members of the Foundation shall deem fit.

4.3.3 The quorum for General Meetings of the Members of the Foundation shall be fifty percent, plus one, of the number of persons for the time being voting Members of the Foundation.  If after 30 minutes there is no quorum the meeting will go ahead with the members present.

4.3.4 The General Meeting shall review the Annual Report prepared by the Board of Governors and discuss the plans of the Foundation for the next year making its recommendations to the Board of Governors.

4.3.5 The manner and the condition for the admission of new Members including without limitation the term of any such membership, the payment of membership fees and whether such new Member shall be entitled to vote at General Meetings shall be in accordance with Membership Rules that the General Meeting of the Members of the Foundation may adopt from time to time.

4.3.6 The Founding Members shall be exempt from the payment of any membership fees.

4.3.7 Applications for membership is to be submitted to the Foundation General Secretary. The applications are to be considered by the Board of Governors in the first meeting after the application is submitted. Applicants whose application to become member of the Foundation is accepted by the Board of Governors is to be informed in writing within seven days from the decision of the Board. The date of membership will be the date of the letter from the Foundation.

4.3.8 Members of the Foundation may attend, and if they are voting Members vote, at General Meetings of the Members of the Foundation in person.

4.3.9 Unless provided otherwise in this Charter, all decisions by the General Meeting of the Members shall be by simple majority of the Members entitled to vote and present at that General Meeting, in accordance to the respective voting powers of the members.

4.3.10 All votes taken at any General Meeting of the Members of the Foundation shall be by show of hands unless one member request the vote to be taken by secret ballot.

4.3.11 In addition to the General Meetings of the Members of the Foundation which shall be convened annually, the Board of Governors may at any time it deems fit convene an extraordinary General Meeting of the Members. Furthermore, the Board of Governors shall promptly convene a General Meeting of the Members if so requested by not less than on third of the Members.

4.3.12 The Honorary Patrons shall be invited to attend and be entitled to speak at all General Meetings of the Members of the Foundation but shall not have any vote unless they are also voting Members.

4.3.13 General Meetings of the Members of the Foundations shall be called by fourteen days notice in writing to all Members of the Foundation, to the Governors and Honorary Patrons signed by the Chairman of the Board of Governors. The notice shall specify the place the day and the hour of the meeting and the agenda of the meeting.

4.3.14 The accidental omission to give notice of a General Meeting of the Members of the Foundation to, or the non-receipt of notice of a General Meeting by, any person entitled to receive notice shall not invalidate the proceedings at that General Meeting.

4.3.15 The Chairman of the Board of Governors shall act as Chairman of the General Meetings of the Members of the Foundation. In the absence of the Chairman for any General Meeting at which a quorum is present, the most senior official present from the governor board will chair.

4.3.16 In the event of equality of votes the Chairman, or his substitute who has been elect to chair that General Meeting of the Members of the Foundation, shall NOT, in addition to his original vote, have a casting vote.

4.3.17 The Secretary General of the Foundation shall keep minutes of all General Meetings.

ARTICLE FIVE - Elections to the Board of Governors

5.1        The Board of Governors shall consist of at least 11 Governors, 7 of which shall be nominated by the Founding Members whilst the remaining governors being Elected Governors. 

5.2    Elections for Elected Governors shall take place during the Annual General Meeting.  Nominations by any Member duly seconded by at least one Member   shall be made to the General Secretary by not later than ten days before the Annual General Meeting.  A circular calling for nominations shall be issued to all Members by the Honorary Secretary at least three weeks before the Annual General Meeting.

5.3    To be eligible to stand for election a Member has (i) to be a fully paid up member at the time of the AGM and (ii) has to be a Member of the Foundation for at least 12 months.  This is applicable for all types of membership and for all elections to Elected Governors except that (ii) is not applicable for the first election which is to be held within 12 months of the setting up of the Foundation as per Article 5.8.2.

5.4    Representatives of NGO, Small Business and Corporate Members may stand for elections to Elected Governor.  If a Representative is elected as Governor, he/she would be acting on behalf of the organisation which he/she represents.  If the organisation which he/she represents withdraws its support and does so in writing, the Elected Governor will de facto no longer be a Governor of the Foundation. 

5.5    Elected Governors shall hold office for a period of two years from the date of their election (same as Nominated Governors para 4.1.6) except for Elected Governors who become so when the seat of an Elected Governor becomes vacated. 

5.6    If the seat of an Elected Member is vacated, for whatever reason, the first-runner up in the elections held in the most recent AGM will be requested to become an Elected Governor and will remain for a period which will end when the next AGM is due. 

5.7        Representatives of NGO, Small Business and Corporate Members may also stand for elections to Elected Governor in their private capacity, provided that at least three months prior to the General Meeting they become Individual Members, and pay the membership fee due.   In such an eventuality, the organisation which they represent will be required to nominate a new representative. 

5.8       Arrangements for Interim Board of Governors

5.8.1 To allow sufficient time for the foundation to develop a membership base, there shall not be any Elected Governors during the first year from its establishment.  Instead, for the first year only, the Board of Governors shall consist of fifteen members namely Mr. Alfred Zahra as Chairman and two governors each nominated by the seven founding members. 

5.8.2 No later than 12 months after the date of the Foundation’s establishment, a General Meeting shall be called in which an election to choose the Elected Governors shall be held (as per article 4.1.2).   Prior to the General Meeting, the Founding Members will be requested to nominate ONE Governor, so that after the AGM, the Board of Governors shall consist of 7 Governors nominated by the Founding Members and a further FOUR Governors elected in the Annual General Meeting. 

ARTICLE SIX – FUNDING, ACCOUNTS AND REPORTS

6.1    The property and assets of the Foundation, and all income made or derived there from, shall belong solely to the Foundation and shall be used and applied by the Foundation solely for the attainment of the objects and the performance of the functions laid out in this Charter.

6.2    The property and assets of the Foundations shall, without limitation, be formed and derive from:

(a)   contributions from the Founders;

(b)   voluntary material or monetary contributions, donations or sponsorships from governments, persons, institutions or organisations;

(c)   Membership fees; and

(d)   income, profit, interest or dividends earned by property (including shares in companies, securities and other investments) of the Foundation.

6.3    Property or assets donated, received or transferred to the Foundation shall become property of the Foundation.

6.4    The financial year of the Foundation shall start on the 28^th March being the Valletta Foundation Day and end on the 27^th March of each calendar year.

6.5    The Chairman of the Board of Governors shall be responsible for presenting audited financial statements for each financial year to the Board of Governors by not later than three months after the end of the previous financial year for approval by the Board of Governors.

6.6    The auditors of the Foundation shall be appointed and may be removed from office by the General Meeting of the Members of the Foundation.

ARTICLE SEVEN – MISCELLANEOUS

7.1 Travelling and other expenses incurred by any Governor in connection with the performance of duties in terms of this Charter may be borne by the Foundation in accordance with such rules as may from time to time be made by the Board of Governors.

7.2    The Foundation and this Charter shall be subject to, interpreted, construed in accordance with and be governed by the laws of Malta.

ARTICLE EIGHT – AMENDMENTS

8.1    This Charter may be amended by the Members of the Foundation acting in General Meeting by means of a vote approved by not less that seventy-five percent of the persons for the time being Members of the Foundation and entitled to attend and vote at General Meetings of Members of the Foundation.

Any changes to the Charter approved in the general meeting as per paragraph 7.1 will require formal endorsement by at least four Founding Members.

8.2    Any Member may have his membership terminated by the Members of the Foundation acting in General Meeting by means of a vote approved by not less that seventy-five percent of the persons for the time being Members of the Foundation and entitled to attend and vote at General Meetings of Members of the Foundation and such Member shall thereby cease to be a Member of the Foundation.

ARTICLE NINE – DISSOLUTION

9       In the event that the Foundation is irremediably unable to attain its objects or continue its pursuit for the attainment thereof the Foundation may be dissolved by the Members of the Foundation acting in General Meeting by means of a vote approved by not less that ninety percent of the persons for the time being Members of the Foundation and entitled to attend and vote at General Meetings of Members of the Foundation after consultation with the Board of Governors. On dissolution all remaining property and assets of the Foundation shall devolve upon a non-profit organisation best suited to utilise and apply such property and assets in support of projects, activities and initiatives that the Foundation would have been empowered to pursue and carry out under this Charter in the interest of Valletta and under the supervision of the Minister for Urban regeneration and the Mayor of Valletta, were it to continue to be in existence to be selected by the General Meeting of Members of the Foundation at which a vote to dissolve the Foundation is approved.

This Charter signed today the eighteenth day of February of the year Two Thousand and Five by the Founders of the Foundation,

ADDENDUM A

The first Governors of the Foundation and which have appointed by the founding members are as follows; 

ADDENDUM B

Membership Rules

Required in accordance to paragraph 4.3.4 of the Foundation Charter

Membership fees are to be paid in full.  For new members who register their membership less than 6 months prior to the AGM, a discount of 35 per cent on the membership fee may be offered at the discretion of the Board of Governors, subject to a written request to the Board for such reduction. 

The membership fees and the voting powers in general meetings are as follows

*non-profit/voluntary organisation
** profit making business with up to 20 employees
*** public sector organisation or privates sector organisation with more than 20 employees

The voting power of Nominated Governors representing Founding Members  in General Meetings will be 2 votes.  As per 4.3.5 of the Foundation Charter,  Founding Members are exempt from paying membership fees. 

Only Members who are fully paid up Members and Nominated Governors representing Founding Members will be allowed to vote in the elections for Elected Governors.

When submitting registration for membership, an organisation is to declare which membership type it is applying for.  If there is any doubt as to which membership type an organisation is to join, the final decision on the matter will be taken by the Board of Governors.