Constitution and By-Laws Caribbean MicroFinance
Article I. NAME OF THE ORGANIZATION The name of the organization shall be known in full as Caribbean MicroFinance. Its official acronym shall be CMFA. Article II. ADDRESSES The address of the CMFA shall be: 3 Ardenne Road, Kingston 10, Jamaica or any other address as maybe determined by the Board of Directors. Article III. VISION AND MISSION STATEMENT The CMFA aims to be a catalyst in the development of the Caribbean microfinance industry regionally and globally by working with microfinance practitioners, country-level networks, private sector operators, policy makers and donors to create linkages and develop financial systems and innovative practices that work for microfinance institutions and their clients. The CMFA shall be committed to increasing the visibility of microfinance in the Caribbean. As a result, the CMFA s mission is to contribute to the provision of effective and sustainable microfinance services to Caribbean micro entrepreneurs by supporting MFIs in improving their outreach and financial performance. The CMFA and its members will leverage their knowledge, resources and results on the ground to positively impact microfinance services by: a) Creating and maintaining a Virtual Platform for members to maintain contact, collaborate and exchange ideas and information; b) Sharing and disseminating best practices and innovations to build the institutional capacity of members, including the coordination of training and capacity building initiatives whether internally or from external agencies or donors; c) Supporting self regulation in a form that facilitates the informality, flexibility and innovation in the sector while promoting growth with order; d) Designing and monitoring performance indicators and standards that are specific to Caribbean MFIs while adhering to international best practices; e) Advocating increased transparency and improvement in social performance; f) Advocating vis-à-vis the public sector in the region for changes in the regulatory environment for microfinance and building consensus around policies that work; g) Establishing linkages with other microfinance organizations and networks to promote exchanges, share information, access resources and participate in the global microfinance movement. Article IV. THE ORGANIZATION AND ITS STRUCTURE Section 4.01. The CMFA is to operate as a non profit organization to fulfil its mission as stated in Article III. It functions through the General Assembly, the Board of Directors and the Secretariat. Section 4.02. It shall be an alliance of institutions and practitioners in the Caribbean region and shall have this Constitution and By-Laws which must be complied with by all current and future members of the CMFA. The CMFA is domiciled in Jamaica. Section 4.03. The fiscal year of the CMFA shall be a calendar year. Rule 1. MEMBERSHIP Rule 1.1. Membership Criteria 2
a) The CMFA wishes to maintain a diversity of membership. Membership candidate organizations must demonstrate a commitment to the Vision and Mission of the CMFA (Article III), and fall into one of the following two categories: Category 1. Institutions that are directly involved in the provision of microfinance services. These include: i. Microfinance institutions, NGOs and similar institutions that are not subject to financial regulation, and which meet standards of performance as set by the CMFA. ii. Formally regulated financial institutions, such as commercial banks and credit unions with a demonstrated commitment to microfinance. Category 2. Institutions that provide services and functions that support the work of institutions in category 1, or contribute to a positive enabling environment for microfinance. Examples could include national policy making bodies, financial regulators, training, academic and support organizations and financing institutions. b) A majority of members of the CMFA should fall into Category 1. Rule 1.2. Member Responsibilities a) Members of the CMFA are expected to contribute towards achieving the CMFA s Vision and Mission and to adhere to the Constitution and By-Laws of the CMFA. b) Members are expected to participate in the CMFA s activities. c) Members are responsible for paying their annual fees at rates approved at the General Assembly Meeting. Changes in annual fees require a two-thirds majority vote of members present at a General Assembly Meeting. Rule 1.3. Member Benefits a) Participation in the CMFA Online Learning Community. b) Participation in national and regional program activities conducted by the CMFA, including meetings and workshops/forums, and/or conferences. c) Access training, capacity building and, as appropriate, links through the CMFA to local, regional and international resource institutions concerned with microfinance development d) Receipt of information materials produced or sourced by the CMFA. e) Access to the CMFA s collective voice on significant issues, including policy and regulatory issues in microfinance. f) Use of the CMFA name and logo, under circumstances approved by the Board of Directors, in CMFA member organization publications and letterheads. g) Submit workshop proposals and recommend presenters for CMFA forums and/or conferences, thereby shaping the learning agenda. h) Attend member-only events where members provide feedback on CMFA activities and initiatives. i) Attend General Assembly meetings and provide feedback on the strategic direction of the CMFA, vote for Board members, develop the work plan for following year, and propose new initiatives. j) Eligibility to serve on the Board of Directors. Rule 1.4. Membership Fees The CMFA s annual membership fees shall be determined by the Board of Directors, subject to the approval of the General Assembly, on an annual basis. Membership fees are payable on a 3
calendar year basis and can be charged pro rata depending on the date of admission into membership. Membership fees shall be paid in full at the time of admission. Thereafter, payment of annual membership fees in respect of a given year shall be made not later than two (2) months after the date of the invoice requesting payment. Rule 1.5. Admission of New Members a) An organization/institution wishing to become a member shall apply by completing an application form addressed to the CMFA Secretariat. Where applicable, applications must be accompanied by the following documents: i.a copy of the organization s Constitution, By-Laws, Memorandum of Association or similar document. ii.a copy of the organization s registration certificate as a legal entity iii.a copy of your most recent audited or annual financial statement or latest annual report. b) The Board of Directors shall communicate the acceptance or rejection of applications for membership. c) Board approval for new admission of members must be by a majority of the Board members present, subject to a quorum being reached with the Chairperson having the casting vote should this be required. d) The Board shall report to the General Assembly on the status of applicants. Rule 1.6. Associates of the CMFA Individuals are not eligible for membership in the CMFA. Institutions, that are unable for any good reason to become or accept membership of the CMFA, and individuals that have a demonstrated commitment to the VISION and MISSION of the CMFA, may be invited by the Board of Directors to participate in the CMFA s activities as associates. They would not be eligible to vote. Rule 1.7. Suspension of a Member The Board of Directors has the authority to suspend a member for: a) Breach of the CMFA s rules and regulations; b) Contravention of the Constitution or Code of Ethics; c) Non-payment of annual membership fee after six (6) months from the date of the invoice requesting payment. Rule 1.8. Termination of Membership The grounds for a member being removed from the CMFA by the Board shall include but not be limited to the following: a) Consistent or serious contravention of the Constitution, code of ethics or rules and regulations of the CMFA; b) Poor or inadequate participation in the CMFA activities; c) The member organization no longer meets the CMFA membership criteria; d) The member in the opinion of the Board does not comply with the CMFA Constitution and By-Laws; e) Voluntary withdrawal (through resignation): A member may resign from the CMFA by addressing a letter to that effect to the CMFA Secretariat; f) The member has received a caution from the Board to address any issue of noncompliance regarding rules 1.7 and 1.8(a) to (d) above and the member fails to readdress such non compliance within 1 month of receiving the caution. g) A member, whose membership is terminated, shall have the right to appeal against expulsion to the Board, through the CMFA Secretariat. 4
h) A member, whose membership is terminated, by resignation or expulsion or otherwise, shall have no right of claim on the CMFA arising from the organization s contribution as a member. The organs of the CMFA shall be the: a) General Assembly; b) Board of Directors; c) Secretariat. RULE 2. OPERATING ORGANS RULE 3. GENERAL ASSEMBLY The supreme authority of the CMFA shall be vested in the General Assembly. It shall be composed of all fully paid-up members of the CMFA. Rule 3.1. Duties and Responsibilities of the General Assembly The General Assembly shall be the main deliberative, policymaking and representative organ of the CMFA. Its functions shall include but not be limited to: a) Defining the broad orientation and policies of the CMFA; b) Approval of the Constitution and all subsequent amendments thereto; c) Approval of the CMFA long-term strategic plan; d) Election and dismissal of members of the Board of Directors; e) Ratification of admissions, exclusions and suspension of members; f) Approval of annual financial statements and membership fees; g) Decide upon the dissolution of the CMFA; h) Exercise all other power specifically reserved for the General Assembly by the Constitution. Rule 3.2. General Assembly Meetings a) There shall be a General Assembly Meeting of the members of the CMFA on such date as may be fixed by the Board of Directors, within the first quarter of the year. b) At least 28 days notice is required for any General Meeting, whether Annual or otherwise; c) Meetings of the General Assembly shall be convened by: i.the Chairperson, or in his/her absence, by the Vice-Chairperson; ii.another member of the Board, in the absence of both the Chairperson and Vice- Chairperson; or iii.at the request of at least two thirds of the total paid-up members. d) Meetings of the General Assembly shall be chaired by the Chairperson, or in his/her absence, by the Vice-Chairperson. In case the Chairperson and Vice-Chairperson are both absent, the Board members present shall appoint one of its members to preside over its proceedings as ad-hoc Chairperson; e) Fifty percent (50%) of the paid up members, present by person or by audio, or audio-visual electronic means shall constitute a quorum; f) Decisions of the General Assembly shall be passed by a simple majority of those present, and two-thirds majority for extraordinary matters. g) In the absence of the required quorum after two (2) hours delay, the meeting shall be adjourned and reconvened within thirty (30) days. If two (2) subsequent attempts to achieve a quorum fail then the persons present on the third attempt would constitute the required quorum. Rule 3.3. Extraordinary General Assembly 5
a) An Extraordinary General Assembly shall be held as often as the conduct of the affairs of the CMFA dictates. b) If the Board of Director feels that there is no need to convene an Extraordinary Assembly to take an urgent decision on an issue which is a matter for the Assembly, it may request that the members transmit to the Chairperson individually by letter, facsimile, or email their vote on the issue. c) The request addressed to the members shall be transmitted to them by the Chairperson on behalf of the Board together with the proposals of the Board of Directors on the issue and an appeal to submit the votes within a specific time frame. d) At the end of the set time frame, the votes shall be counted and, if the required majority is reached the decision shall be considered a decision of the Extraordinary Assembly. Rule 3.4. Minutes of General Assembly Meetings The deliberations of all General Assembly Meetings shall be recorded as minutes in a special register signed by the Chairperson and Secretary of the session. Rule 3.5. Member Representatives at the General Assembly Meeting The chief executive manager or such other delegate nominated in writing will represent the nominated member organization at the General Assembly Meeting. Rule 3.6. Vote of Member Organization. In any CMFA decision-making conducted by vote, each member organization is only allowed one vote. Rule 3.7. Resolutions in Writing A resolution in writing signed by one formal representative of each and every member organization or by all the members of a committee shall be as valid and effectual as if it had been passed at a Meeting of the General Assembly of the CMFA or a meeting of the committee duly called and constituted. RULE 4. THE BOARD OF DIRECTORS The Board of Directors is elected by the members of the CMFA. The Board acts on behalf of, and is subordinate to the General Assembly. Rule 4.1. The Composition of the Board of Directors. a) Except for the Executive Director who serves as a permanent and non-voting member, the Board shall be composed of individuals who are: i) elected by the General Assembly or ii) elected to reserved positions as set forth in Rule 4.2(c) below. Those members who are elected to the Board pursuant to (i) need not be the official representative of the member organization of the CMFA, but should preferably be a permanent employee of the member organization. Directors elected pursuant to Rule 4.1(a)(ii) are not required to be a permanent employee of a member organization. b) No Board member shall receive compensation from the CMFA for his or her services. Board members may receive reimbursement for reasonable expenses incurred in connection with the activities of the CMFA as authorized by the Board. c) The Board of Directors shall consist of, in addition to the Executive Director, as an ex officio member, between nine (9) to eleven (11) members. Up to seven (7) of the Directors will be elected by the General Assembly pursuant to Rule 4.1(a)(i), and up to four (4) positions may be elected by the Board at their discretion pursuant to Rule 4.1(a) (ii). Rule 4.2. Term of Office of the Board of Directors 6
a) New Directors pursuant to Rule 4.1(a)(i) shall be nominated and elected at the General Assembly, and Directors pursuant to Rule 4.1(a)(ii) may be nominated and elected at any time. b) The term of office is three years. Board members may be re-elected for a maximum of two consecutive terms. Vacant Nominees are required to retire each year, but may be reappointed on the same terms as set out in this Rule 4. c) Directors are elected by majority vote of the membership, except in the case of the four (4) reserved positions where election is by majority vote of the Board. d) After completion of the three year term of the first elected Board of Directors the election of the Board shall be on a rotational basis as follows: i. At least one-third [two] shall be elected to serve for one year; ii. At least one-third [two] shall be elected to serve for two years; and iii. The remainder shall be elected to serve for three years And thereafter, each elected member of the Board shall serve for a term of three (3) years. e) Candidates for open seats, pursuant to Rule 4.1(a)(i) are elected by ballot by CMFA members at the General Assembly Meeting. f) In the event of a written resignation of a Board member before the end of their term, the remaining members of the Board may elect a replacement to complete the term. g) Where the individual representing a particular institution ceases to be employed by that institution ( Departing Representative ), the institution concerned may nominate a replacement member for the balance of the term of membership and such a nomination will be taken and accepted as being duly elected to the position previously held by the Departing Representative unless the relevant institution elects otherwise. h) To be eligible to be elected to the Board, and to remain on the Board, members must be current with regard to membership fee payments. i) A Member of the Board, pursuant to Rule 4.1(a)(i) may be replaced at any meeting of the General Assembly before the expiry of this period. The conditions for replacement of a Member of the Board shall include but not limited to the following: i. Non-attendance at three (3) consecutive Board meetings without genuine reasons; ii. Disciplinary action or criminal conviction being taken against the member; iii. Loss of membership status by his or her institution. Rule 4.3. Eligibility Criteria and Selection a) Members (individuals representing their institution) in the General Assembly who are eligible to become Members of the Board of Directors must meet the criteria stipulated below: i. Must have experience in microfinance or related field and possess competence to serve on the Board of Directors; ii. Must have recognized management and leadership skills; iii. Should not have any evidence of involvement in fraud, theft, mismanagement or any questionable controversy. b) Board members, elected by the General Assembly shall be selected based on the procedures below: i. Each member organization may nominate one (1) candidate among its representatives to the General Assembly; ii. Nominations shall be submitted to the CMFA Secretariat two (2) weeks before the General Assembly, accompanied with a profile of the proposed candidate that indicates how he or she meets the agreed criteria for Board membership; iii. The CMFA Secretariat shall compile all nominations and circulate them to all members before the General Assembly; iv. An election committee selected by the General Assembly, shall review and endorse the nominations before elections; v. The General Assembly shall be sensitive to the gender composition of the Board. 7
Rule 4.4. Duties and Responsibilities of the Board of Directors a) The Board sets broad policy guidelines for the CMFA and ensures their implementation; b) The Board approves and invites new members to join the CMFA; c) Overall management of the CMFA in line with its annual goals and objectives, budget and plan of operation as approved by the General Assembly; d) The Board formulates the long-term strategic direction of the CMFA; e) Examine and approve draft work plans and submit to the General Assembly for approval; f) Examine and approve audited accounts and annual budget; g) The Board shall assume major responsibility for fundraising for the CMFA s operations. Formal applications for funding in support of the CMFA shall be signed by the Chairperson of the Board and shall nominate the Executive Director CMFA Secretariat to deal with the funding agency in regard to financial matters. h) The Board is supported by the CMFA Secretariat to increase the CMFA s visibility, strengthen the membership base, raise funds for general operating expenses and special projects, and advocate the philosophy of the CMFA with key participants in the field of microfinance in the Caribbean region. i) The Board shall determine the terms and conditions of the CMFA Secretariat responsibilities, including reasonable compensation having regard to the activities undertaken; j) The Board shall employ in accordance with the policies of the CMFA, agents and other members of staff according to the needs of the CMFA; k) The Board shall present a report of the audited accounts for the last financial year to the General Assembly and shall present a budget for the coming year for approval; l) The Board shall define the specific responsibilities of its members; m) The Board shall arbitrate in disputes among members and/or external partners; n) The Board prepares the agenda for the Meeting of the General Assembly of the CMFA; o) The Board may appoint ad-hoc or permanent committees to carry out specific assignments as they deem necessary; p) The Board shall interpret the Constitution based on the original intent and object of the CMFA. Rule 4.5. The Chairperson of the Board of Directors a) The Board elects a Chairperson who guides the CMFA to fulfil its mission. b) The Board elects the Chairperson for a renewable, one-year term. c) The Chairperson is the chief spokesperson for the CMFA and presides at all CMFA functions and meetings including the General Assembly Meeting. Rule 4.6. Board of Director Meetings a) The Board shall meet at least once every three (3) months or as often as they may find necessary; b) Prior to the CMFA General Assembly Meeting, the Board shall meet to review the activities and progress made since the last Meeting of the General Assembly and to prepare the agenda of the forthcoming Meeting of the General Assembly and any associated meetings. c) Following the Meeting of the General Assembly Meeting, the Board shall meet to integrate new Board members and to develop a plan to implement the goals outlined by the membership during the General Assembly Meeting. d) Any Board decisions shall be decided by a majority vote of members present, subject to a quorum specified in Rule 4.6 (j) being reached with the Chairperson having the casting vote. e) All Board members, or their designates appointed in writing by the members concerned, must be present as permitted under these rules for the Board to serve in an official capacity. 8
f) Should the Chairperson be absent from the meeting, and not have nominated in advance an alternative Chairperson, members present at the meeting may elect a temporary Chairperson for the duration of the meeting. g) Meetings of the Board may be held in person or by audio or audio-visual or electronic means; h) The Board may meet or adjourn or otherwise regulate its meetings as it sees fit and in the event of a dispute as to the location or timing of such a meeting the decision of the Chairperson shall be final (unless two thirds of the Board has previously resolved otherwise); i) A member of the Board may convene a meeting of the Board by not less than 14 days notice in writing, which is served, on all other members of the Board; and j) Four Board members shall constitute a quorum for meetings of the Board of Directors. Rule 5. WORKING COMMITTEES Such subsidiary organs as may be found necessary may be established in accordance with the present Constitution and By-Law of CMFA. Rule 5.1. Role of Working Committees a) The Board of Directors may create Working Committees as required to focus on specific topics, projects or issues. b) Working Committees shall report directly to the Board of Directors. Rule 5.2. Selections and Term of Office a) Any CMFA member may participate in Working Committees at the invitation of the Board of Directors. The size of the working committee may vary. The Board may limit the number of participants in a Working Committee. b) Working Committee composition shall not be restricted to CMFA members. With approval from the Board of Directors, the Working Committee may invite relevant individuals or institutions from outside the CMFA to participate in the activities of the committee. Rule 6. VOTING PROCEDURES a) At any meeting of the members of the CMFA, each fully paid-up member shall be entitled to one (1) vote. In case of a tie the Chairperson shall have a casting vote; b) All decisions shall be passed by show of hands, except for those related to the election of Board members, which shall be voted by secret ballot or other modes acceptable; c) The members of the meeting shall appoint an ad-hoc committee to conduct the elections; d) All resolutions shall be decided by a simple majority vote of those present. Rule 7. CMFA SECRETARIAT Rule 7.1. The Secretariat is the operational organ of the CMFA and is staffed by hired personnel. The Secretariat manages the day-to-day activities of the CMFA and reports directly to the Board of Directors. The Secretariat shall be managed by an Executive Director. Rule 7.2. Responsibilities of the CMFA Secretariat The responsibilities of the CMFA Secretariat shall include, but not be limited to, the following functions: a) Advocate for, and help facilitate, linkages between members and between the CMFA and outside entities, including multilateral institutions, donors, practitioners, and other relevant parties; b) Organise annual CMFA forums; 9
c) Implement the mission, objectives and activities of the CMFA; d) Moderate and maintain the virtual platform of the CMFA and undertake all administrative tasks related to the functioning of the platform; e) Strengthen the membership of the CMFA by researching candidate institutions and integrating newly invited members into the CMFA; f) Assist the Board of Directors and Chairperson in working with sponsors to raise funds to support the work of the CMFA; g) Prepare an annual budget for approval by the General Assembly, produce an annual statement reflecting the financial condition of the CMFA, and report to donors on the use of their funds; h) Prepare long term strategic plan, annual goals and objectives and plan of operation for the CMFA, for approval by the Board of Directors and submission to the General Assembly; i) Prepare regular reports to update members on the CMFA s activities; j) Mobilize and manage the financial and technical resources of the CMFA; k) Safeguard all documents and assets of the CMFA; l) Provide additional services to the CMFA membership as requested by the Board of Directors. Rule 8. CMFA PERFORMANCE INDICATORS Performance indicators by which the CMFA will measure its achievements and progress towards meeting its objectives will be developed, continuously updated and applied as deemed appropriate to the Vision and Mission of the CMFA by the Board of Directors. Such indicators will refer to such areas as: a) Breadth and depth of outreach of microfinance services and products to clients of Member institutions; b) Financial and socioeconomic performance of Member institutions and the as a whole; c) Changes in national level policy and regulatory environments in CMFA countries supportive of microfinance provision; and d) Other evidence of positive impacts on poverty attributable to the microfinance activities of Members and the as a whole. Rule 9. FINANCIAL PROVISIONS The funds of the CMFA shall be derived from the following sources: a) Membership fees and other membership contributions; b) Fund-raising activities; c) Income from services provided by the CMFA; d) Grants, donations, endowments from affiliated bodies and other funding institutions; e) Any other sources compatible with the status of the CMFA Rule 10. STAFF RULES AND REGULATIONS The status and conditions of service of the staff shall be defined in the staff Service Rules and Regulations. Rule 11. CMFA PROPERTY AND TERMINATION Rule 11.1. The funds and property of the CMFA shall be applied solely for the promotion of the objectives of the CMFA and no portion shall be paid directly or indirectly by any means by way of profit to members of the CMFA, except nothing in these Rules will prevent the payment in good faith of funds to reimburse a member including the CMFA Secretariat, for 10
costs or expenses incurred by it for approved purposes of the CMFA, or in performing its functions. Rule 11.2. The CMFA may be dissolved or terminated by resolution of two-thirds of the members. Rule 11.3. Upon a resolution being passed to dissolve or terminate the CMFA or if the incorporation of the CMFA is cancelled by law, the CMFA Secretariat shall pay all outstanding costs or expenses due in respect of the activities of the CMFA. Rule 11.4. The balance of any funds after payment in accordance with Rule 11.3; and all remaining assets of the CMFA shall be given to such likeminded micro finance institutions as the Board of Directors by majority so resolves. Rule 12. AMENDMENTS The CMFA may alter, amend or repeal any of these rules by a two-thirds vote of the membership entitled to vote at a general meeting. 11