Constitution

MGREC-ADM-CONST2301B – (Adopted on the 05th March, 2025)

Last Reviewed on the 01st ,

A Constitution relating generally to the conduct of the ongoing affairs of Mayaro/Guayaguayare/Rio Claro Education Council, a non-profit organisation legally registered in accordance with the Laws of the Republic of Trinidad and Tobago, West Indies.

BE IT ENACTED as the general Constitution of Mayaro/Guayaguayare/Rio Claro Education Council (hereinafter called the “the organisation”) as follows:

ARTICLE I. INTERPRETATION

In this constitution and all other constitution of Mayaro/Guayaguayare/Rio Claro Education Council unless the context otherwise requires:

(a) “Act” means the Non-Profit Organisations Act, No. 7 of 2019 as from time to time amended and every statute substituted thereof and, in the case of such substitution, any reference in the constitution of The Organisation to provisions of The Company Act, 1995 – Chapter 81:01 shall be read as references to the substituted provisions thereof in the new statute or statutes;

(b) “Regulations” means any regulations made under The Company Act, 1995 – Chapter 81:01, the Non-Profit Organisations Act, No. 7 of 2019, the Financial Intelligence Unit of Trinidad and Tobago Act Chapter 72.01, the Financial Intelligence Unit of Trinidad and Tobago Regulations, 2011 and every regulation substituted thereof and, in the case of such substitution, any references in the constitution of Mayaro/Guayaguayare/Rio Claro Education Council to provisions of the Regulations shall be read as references to the substituted provisions therefore in the new regulations;

(c) “Constitution” means any constitution of Mayaro/Guayaguayare/Rio Claro Education Council from time to time in force;
(d) “Controller” means any member of Mayaro/Guayaguayare/Rio Claro Education Council who has the control or management of a non-profit organisation as defined in the Non-Profit Organisations Act, No. 7 of 2019 Chapter 79:09.

(e) “Audit Committee” means the audit committee appointed pursuant to Article VI. Section 7 hereof;

(f) “Auditor” means the auditor of Mayaro/Guayaguayare/Rio Claro Education Council appointed from time to time.

(g) “Board” means the board of officers for the time being of the Organisation;

(h) “Chairman” means chairman of Mayaro/Guayaguayare/Rio Claro Education Council appointed pursuant to the Constitution;

(i) “Deputy Chairman” means any deputy chairman of Mayaro/Guayaguayare/Rio Claro Education Council appointed pursuant to the Constitution;

(j) “Committee” shall mean a committee of Officers appointed pursuant to Article VI. Section 7(a) hereof and shall include the Audit Committee unless the context otherwise requires;

(k) “Officer” means an officer of Mayaro/Guayaguayare/Rio Claro Education Council for the time being including, where applicable, any alternate officer.

(l) “Officer” means any person appointed by the Officers pursuant to the Constitution to carry out any particular office or function as designated by them.

(m) “Register” means the register of Members of Mayaro/Guayaguayare/Rio Claro Education Council required to be kept by Section 177 of The Company Act, 1995 – Chapter 81:01;

(n) “Registered Office” means the registered office of Mayaro/Guayaguayare/Rio Claro Education Council for the time being.

(o) “Seal” means the common seal and the official seal (if any) of the organisation;

(p) “Secretary” means the Secretary of Mayaro/Guayaguayare/Rio Claro Education Council for the time being and shall include a temporary, substitute or assistant secretary;

(q) All terms contained in the constitution and defined in The Company Act, 1995 – Chapter 81:01 or the Regulations shall have the meanings given to such terms in The Company Act, 1995 – Chapter 81:01 or the Regulations; and

(r) unless otherwise provided “days” in reckoning any period of notice required by the constitution shall include all days of the week including weekend days and public holidays and “clear days’ notice” shall mean such period of notice is stated exclusive of the day on which the notice is served and of the day for which notice is given.

(s) the singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word “person” includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word “individual” means a natural person.

(t) Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

(u) The words “other” and “otherwise” are not to be construed ejusdem generis with any foregoing words where a wider construction is possible and the words “including” and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words; and

(v) The headings used in this constitution are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

(w) A Trustee is a person or company who holds property in trust for the benefit of one or more beneficiaries.

(x) Membership in Mayaro/Guayaguayare/Rio Claro Education Council is open to any “community-based organisation” or “non-profit organisation” which is legally registered within its governing territory, and individual in the Caribbean Region, who has shown interest in the purposes for which The Organisation is organized.

ARTICLE II. DETAILS OF ORGANIZATION

Section 1. The Non-Profit Organisation Name

(a) Mayaro/Guayaguayare/Rio Claro Education Council

Section 2. Registered Office

(a) The registered office of Mayaro/Guayaguayare/Rio Claro Education Council shall be in Trinidad and Tobago at such address as the officers may fix from time to time by resolution.

Section 3. The Non-Profit Organisation Seal

(a) The common seal of Mayaro/Guayaguayare/Rio Claro Education Council shall be such as the officers may by resolution from time to time adopt.

Section 4. Legal Framework

This section defines the legal basis for the Mayaro/Guayaguayare/Rio Claro Education Council’s operations, ensuring compliance with relevant legislation and clearly establishing its status as an unincorporated non-profit organisation. By outlining the legal framework, the organisation aims to foster transparency, accountability, and adherence to legal requirements.

Section 4.1. Compliance with The Non-Profit Organisations Act, 2019

The organisation adheres to the regulations outlined in The Non-Profit Organisations Act, No. 7 of 2019 (“the Act”) of the Republic of Trinidad and Tobago. This compliance ensures that the organisation operates within the legal framework established for non-profit entities, enhancing its credibility and operational integrity.

Section 4.1.1. Key Compliance Aspects

(a) Registration and Reporting: The organisation is registered as a non-profit organisation with the Registrar General of the Republic of Trinidad and Tobago, and submits annual reports to the relevant authorities as mandated by the Act.
- (i) Annual Financial Statements: Detailed financial statements are prepared and submitted to provide transparency and accountability regarding the organisation’s financial management.
- (ii) Activities Report: An annual report of activities is maintained, outlining the organisation’s initiatives, events, and achievements to be provided to the Regulator, using a risk based approach, that they may determine the level of supervision required for the non-profit organisation under the Financial Intelligence Unit of Trinidad and Tobago Act..

Section 4.1.2. Governance and Management

(b) NPO Controller / Controller: A person who has the control or management of the organisation and includes as indicated in the Act:
- (i) An officer of the Mayaro/Guayaguayare/Rio Claro Education Council, where the organisation is legally established as a non-profit organisation;
- (ii) A member of the Mayaro/Guayaguayare/Rio Claro Education Council responsible for the management or administration of the organisation, where the organisation is established as an unincorporated body;
- (iii) A senior member of the Mayaro/Guayaguayare/Rio Claro Education Council; or
- (iv) A member not specified in paragraphs (a)(i) to (iii) where the organisation is owned, controlled or managed by that person.
(c) Compliance Officer: A person who has the authority and responsibility to report any AML/CFT/PF irregularities and maintain the organisation’s AML/CFT/PF compliance as per the Act’s requirements.
(d) Board of Officers: A governing body is established as per the Act’s requirements.
(e) Constitution and Policies: The organisation’s constitution, which shall serve as its bylaws, and internal policies are designed in accordance with the Act, ensuring robust governance structures.
(f) Conflict of Interest: Policies and guidelines are in place to manage and disclose any conflicts of interest among the organisation’s officers and officers.

Section 4.2. Compliance with the Financial Intelligence Unit of Trinidad and Tobago Act Chapter 72.01 and Financial Intelligence Unit of Trinidad and Tobago Regulations, 2011

The organisation ensures compliance with the Financial Intelligence Unit of Trinidad and Tobago Act Chapter 72.01. and Financial Intelligence Unit of Trinidad and Tobago Regulations, 2011. This adherence underscores the organisation’s commitment to combating money laundering and financing of terrorism.

Section 4.2.1. Anti-Money Laundering and Counter-Financing of Terrorism Policies

(a) Donations and Sponsorships: Guidelines for receiving and utilizing donations and sponsorships are in compliance with the Financial Intelligence Unit of Trinidad and Tobago Regulations, 2011, ensuring ethical and transparent fundraising practices.
(b) Anti-Money Laundering (AML) Compliance: Implementing robust policies to identify and mitigate risks associated with money laundering.
- (i) Client Identification: Establishing procedures for verifying member identities to prevent falsified membership and transactions.
- (ii) Transaction Monitoring: Regularly monitoring financial transactions within the organisation to detect and report suspicious activities.
(c) Counter-Financing of Terrorism (CFT) Compliance: Adhering to regulations designed to prevent the funding of terrorist activities.
- (i) Risk Assessments: Conducting periodic assessments of potential risks related to financing terrorism.
- (ii) Reporting Obligations: Ensuring timely reporting of suspicious transactions to the relevant authorities.
(d) Proliferation Financing (PF) Compliance: Following measures to prevent the proliferation of weapons of mass destruction.
- (i) Due Diligence Procedures: Implementing comprehensive due diligence to ensure funds are not used for illegal purposes.
- (ii) Training and Awareness: Providing regular training for staff and members on AML/CFT/PF compliance requirements.

ARTICLE III. CORPORATE PURPOSE

Section 1. Non-profit Purpose

(a) The purpose of the Mayaro/Guayaguayare/Rio Claro Education Council is to enhance the quality of education in the Mayaro and Guayaguayare area, and by extension our national, regional and international community by fostering an environment of learning that empowers students, supports parents and teachers, and engages the community.

Our mission is to:

(i) Promote Excellence in Education: We strive to raise educational standards and promote lifelong learning by providing resources, training, and support to schools in the region.
(ii) Support Parents, Teachers and Staff: We aim to provide professional development opportunities for parents and educators, encouraging innovative teaching methods and fostering a supportive community for staff.
(iii) Engage the Community: We seek to involve parents and community members in the educational process, fostering a sense of shared responsibility and mutual respect.
(iv) Advocate for Education: We work to ensure that education remains a top priority for policymakers and community leaders, advocating for policies and funding that support our schools and students.
(v) Foster Partnerships: We aim to build partnerships with local businesses, organisations, and individuals to provide additional resources and opportunities for our students and schools.

Through these efforts, we hope to create a vibrant, inclusive, and dynamic educational environment that prepares our students for success in the 21st century. Our commitment is to the future of our community, and we believe that a strong educational foundation is key to that future.

Section 2. Specific Purpose

(a) The specific purpose of the Mayaro/Guayaguayare/Rio Claro Education Council is to enhance the educational opportunities and outcomes for students in the Mayaro and Guayaguayare regions. We aim to achieve this through the following specific objectives:

(i) Curriculum Development: To develop a comprehensive and inclusive curriculum that caters to the diverse needs of our students, incorporating modern teaching methodologies and technology.
(ii) Teacher Training: To provide continuous professional development opportunities for teachers, equipping them with the skills and knowledge to deliver high-quality education.
(iii) Student Support Services: To establish robust student support services, including counseling, career guidance, and additional learning support, to ensure all students have the resources they need to succeed.
(iv) Community Engagement: To actively engage parents and the wider community in the educational process, fostering a collaborative environment that enhances student learning.
(v) Infrastructure Improvement: To advocate for and work towards improving the physical infrastructure of schools in the region, ensuring they are conducive to learning.
(vi) Partnerships: To establish partnerships with local businesses and organisations to provide students with real-world learning opportunities and exposure to various career paths.

Through these specific objectives, we aim to provide a holistic educational experience that not only imparts knowledge but also fosters creativity, critical thinking, and a love for lifelong learning among students.

ARTICLE IV. MEMBERSHIP

Section 1. Individual Membership

(a) Eligibility:
1. Adults aged 18 and above;
2. MUST provide at least one (1) form of identification;
3. and no existing records of, or any association to, criminal activities are allowed to be regular members of the Mayaro/Guayaguayare/Rio Claro Education Council.

(b) Benefits:
1. Unlimited access to tennis courts and facilities.
2. Eligibility to participate in all the organisation’s general meetings and events.
3. Voting rights in the organisation’s elections and decision-making processes.

(c) Responsibilities:
1. Adherence to the Mayaro/Guayaguayare/Rio Claro Education Council’s Code of Conduct.
2. Participation in the organisation’s events and meetings.
3. Timely payment of membership fees.

Section 2. Eligibility for Group Membership

(a) Any Civil Society Organisation/Group/Association shall be eligible for membership in Mayaro/Guayaguayare/Rio Claro Education Council provided they exist and operate within the Caribbean region.

Section 3. Group Membership Procedures

(a) To become a member of Mayaro/Guayaguayare/Rio Claro Education Council applicant must apply on the prescribed form in duplicate to the Secretary of the organisation.

Such application must be accompanied by the appropriate registration fee.

(b) Each applicant shall be required to supply with their application a copy of its Act of Parliament, or Certification of Incorporation, or Registration with a copy of its Constitution, Constitution and a list of its officers.
(c) The entrance fee shall be one hundred dollars ($100.00) or as maybe determined from time to time by the Annual General Meeting.

Section 4. Annual Subscription

(a) The Annual Subscription Fee must be paid to the Financial Officer of Mayaro/Guayaguayare/Rio Claro Education Council not later than the last day of April (30th) in each year.
(b) The Annual Subscription Fee shall be three hundred dollars ($300.00) or as maybe determined from time to time by the Annual General Meeting.
(c) Any member whose subscription is in arrears of three (3) months or more shall not be entitled to a voice in the management of the organisation, nor receive any benefit.

Section 5. Rights of Members

(a) Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.

Section 6. Resignation and Termination

(a) Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 7. Non-voting Membership

(a) The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE V. MEETINGS OF MEMBERS

Section 1. Regular Meetings

(a) Regular meetings of the members shall be held monthly, either virtually through digital telecommunication services or in-person at a time and place designated by the chairman with either the secretary, assistant secretary or independent officer present.

Section 2. Annual Meetings

(a) Annual meetings are subject to the provisions of section 109 of The Company Act, 1995 – Chapter 81:01, the annual meeting of the members shall be held on such day in each year and at such time as the officers may by resolution determine at any place within Trinidad and Tobago or, if all the members entitled to vote at such meetings so agree, outside Trinidad and Tobago.

Section 3. Special Meetings

(a) Special meetings of the members may be convened by the officers at any date and time and at any place within Trinidad and Tobago or, if all the members entitled to vote at such meeting so agree, outside Trinidad and Tobago.

Section 4 Requisitioned Meetings

(a) The officers shall, on the requisition of not less than 30% of the persons that carry a right to vote at the meeting requisitioned, forthwith convene a meeting of the members, and in the case of such requisition the following provisions shall have effect:

(i) the requisition must state the purposes of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more of the requisitionists;
(ii) if the officers do not, within twenty-one days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them may themselves convene the meeting, but any meeting so convened shall not be held after three months from the date of such deposit;
(iii) unless subsection (3) of section 133 of The Company Act, 1995 – Chapter 81:01 applies, the officers shall be deemed not to have duly convened the meeting if they do not give such notice as required by The Company Act, 1995 – Chapter 81:01 within twenty-one days from the deposit of the requisition;
(iv) any meeting convened under this Article by the requisitionists shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the Constitution and Divisions 5 and 6 of Part III of The Company Act, 1995 – Chapter 81:01;

Section 5 Notice of Meetings

(a) A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each Member entitled to vote at such meeting, on each officer and on the auditor of Mayaro/Guayaguayare/Rio Claro Education Council in the manner specified in Article V. Section 2(a) hereof, not less than twenty-one days or more than fifty days (in each case exclusive of the day for which the notice is delivered or sent and of the day for which notice is given) before the date of the meeting. Notice of a meeting at which special business is to be transacted shall state:

(i) the nature of that business in sufficient detail to permit the Member to form a reasoned judgement thereon, and
(ii) the text of any special resolution to be submitted to the meeting.

Section 6 Waiver of Notice

(a) A Member and any other person entitled to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members, shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Section 7. Omission of Notice

(a) The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any Member, officer or the auditor of Mayaro/Guayaguayare/Rio Claro Education Council shall not invalidate any resolution passed or any proceedings taken at any meeting of the members.

Section 8. Voting

(a) Every question submitted to any meeting of members shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot and in the case of an equality of votes the chairman of the meeting shall on a ballot have a casting vote in addition to any votes to which he may be otherwise entitled.

(i) At any meeting unless a ballot is demanded, a declaration by the Chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
(ii) When the Chairman, the Deputy Chairman, the President and the Vice-President are absent, the persons who are present and entitled to vote shall choose another officer as Chairman of the meeting, but if no officer is present or all the officers present decline to take the chair, the persons who are present and entitled to vote shall choose one of their number to be Chairman.
(iii) A ballot, either before or after any vote by a show of hands, may be demanded by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a Chairman or on the question of adjournment, it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of officers, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the Chairman of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting, which the ballot was demanded. A demand for a ballot may be withdrawn.

Section 9. Proxies

(a) Votes at meetings of members may be given either personally or by proxy or, in the case of a Member who is a body corporate or association, by an individual authorized by a resolution of the officers or governing body of that body corporate or association to present it at meetings of members of the Organisation.

(b) A proxy shall be executed by the Member or his attorney authorized in writing and is valid only at meeting in respect of which it is given or any adjournment thereof.

(d) Subject to the provisions of Part V of the Regulations, a proxy may be in the following form:

The undersigned Member of _____________________ hereby appoints ______________________ of _____________________, or failing him, _________________________ of ______________________ as the nominee of the undersigned to attend and act for the undersigned and act on behalf of the undersigned at the meeting of the members of the said Organisation to be held on the _________________ day of ______________ 20 ______ and at any adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting of such adjournment or adjournments thereof.

DATED this ___________ day of ______________ 20 _________

___________________________

Signature of Member

Section 10. Adjournment

(a) The Chairman may, with the consent of the meeting, adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(b) The demand of a ballot shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the ballot has been demanded and a ballot demanded on a question of adjournment shall be taken at the meeting without adjournment.

(c) No notice of adjournment need not be given to the Members unless the meeting is adjourned by one or more adjournments for an aggregate of thirty (30) days or more in which case notice of the adjourned meeting shall be given as for an original meeting. Any business that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same may be brought before or dealt with at any adjourned meeting for which no notice is required.

Section 11. Quorum

(a) If a quorum is present at the opening of any meeting of the members, the members present or represented may proceed with the business of the meeting notwithstanding a quorum is not present throughout the meeting. If a quorum is not present within 30 minutes of the time fixed for a meeting of members, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.

Section 12. Resolution in Lieu of Meeting:

(a) Notwithstanding any of the foregoing provisions of this Constitution, a resolution in writing signed by all the members entitled to vote on that resolution at a meeting of the members is, subject to section 132 of The Company Act, 1995 – Chapter 81:01, as valid as if it had been passed at a meeting of the members.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. General Powers

(a) Subject to any unanimous Member agreement, the business and affairs of Mayaro/Guayaguayare/Rio Claro Education Council shall be managed by the officers.

Section 2. Number

(a) The number of Officers, or the minimum and maximum number thereof, is set out in the Articles.

Section 3. Election

(a) Officers shall be elected by the general meeting on a show of hands unless a ballot is demanded in which case such election shall be by ballot.

Section 4. Tenure

(a) Unless his tenure is sooner determined, and subject to the provisions of the Articles and The Company Act, 1995 – Chapter 81:01:

(i) an Officer shall hold office from the date on which he is elected or appointed for the term for which he was so elected or appointed or until his successor is appointed or elected or the Members resolve not to fill up the vacated office;
(ii) subject to sub-paragraphs (c) and (d) below each Officer shall be elected or appointed for an expressly stated term expiring not later than the close of the third Annual Meeting following such election and if no such term is expressly stated it shall be deemed to be a term expiring at the close of the third Annual Meeting following such appointment or election;
(iii) an Officer appointed by the Board pursuant to the Articles or Constitution shall hold office from the date on which he is appointed until the close of the Annual Meeting next following such appointment;
(iv) an Officer appointed by the Members to fill a casual vacancy shall hold office from the date on which he is appointed for the unexpired term of his predecessor;

but any such Officer shall be eligible for re-election or appointment if qualified.

(b) An Officer who is also an Officer shall cease to be an Officer when he ceases to be an Officer but shall be eligible for re-election as an Officer if qualified.

(i) he ceases to be an Officer under Article VI, Section 4(b) above;
(ii) he dies;
(iii) he is removed from office in accordance with section 75 of The Company Act, 1995 – Chapter 81:01;
(iv) if he becomes bankrupt or compound with his creditors or is declared insolvent;
(v) if he is found to be mentally ill within the meaning of the Mental Health Act;
(vi) if he otherwise becomes disqualified from being an Officer of a Foundation under The Company Act, 1995 – Chapter 81:01;
(vii) if he absents himself from the meetings of the Officers for a continuous period of six months without special leave of absence from the Officers and the Board resolve that his office be vacated; or
(viii) if by notice in writing to the Mayaro/Guayaguayare/Rio Claro Education Council resigns his office and any such resignation shall be effective at the time it is served on The Organisation or at the time specified in the notice, whichever is later.

(d) Subject to the provisions of The Company Act, 1995 – Chapter 81:01 the Members of Mayaro/Guayaguayare/Rio Claro Education Council may, by ordinary resolution passed at an Annual Meeting or a Special Meeting, remove any Officer from office and a vacancy created by the removal of an Officer may be filled at the meeting of the Members at which the Officer is removed, or if the vacancy is not so filled, it may be filled by the Officers in accordance with the Constitution but subject to the provisions of The Company Act, 1995 – Chapter 81:01.

(e) It shall not be necessary for an Officer to hold any share qualification but he shall nevertheless be entitled to attend and speak at Annual Meetings, or Special Meetings.

Section 5. Alternate Officers

(a) A meeting of the Members may by ordinary resolution elect a person to act as Officers in the alternative to an Officer or may authorize the Officers to appoint such alternate officers as are necessary for the proper discharge of the affairs of Mayaro/Guayaguayare/Rio Claro Education Council and the following provisions shall apply to any such alternate officers:

(i) any person so appointed, not being an Officer, must be approved for the purpose by a majority of the Officers or alternate officers to act as such alternate officer;
(ii) any person so appointed may be removed in the same manner in which he was appointed;
(iii) An alternate officer shall (except as regards remuneration) be subject in all respects to the terms and conditions existing with reference to the Officers and shall be entitled to receive notices of all meetings of the Officers and to attend, speak and vote at any such meeting at which the Officer he represents is not present.
(iv) One person may act as alternative officer to more than one Officer and while he is so acting shall be entitled to a separate vote for each Officer he is representing and, as he is himself an Officer, his vote or votes as an alternate officer shall be in addition to his own vote.
(v) Any appointment or removal of an alternate officer by the Officers pursuant to a resolution of the Members giving such authority may be made by cable, telegram, radiogram or telex or in any other manner approved by the Officers. Any cable, telegram, radiogram or telex shall be confirmed as soon as possible by letter but may be acted upon by The Organisation meanwhile.
(vi) An alternate officer shall cease to have any power or authority to act as such alternate officer upon the Officer for whom he was appointed in the alternative ceasing for any reason to be an Officer.
(vii) An Officer shall not be liable for the acts and defaults of any officer appointed to be his alternate.
(viii) An alternate officer shall not be taken into account in reckoning the number, or minimum or maximum number, of Officers allowed for the time being but shall be counted for the purposes of reckoning whether a quorum is present at any meeting of the Officers attended by him at which he is entitled to vote and if at such meeting he is himself an Officer or acting as alternate for another Officer each Officer he is representing shall be counted in such quorum.

Section 6. Duties

(a) Every officer and officer of Mayaro/Guayaguayare/Rio Claro Education Council in exercising his powers and discharging his duties shall:

(i) act honestly and in good faith with a view to the best interests of the organisation; and
(ii) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(b) In determining what are the best interests of Mayaro/Guayaguayare/Rio Claro Education Council, an officer shall have regard to the interests of the Organisation’s employees in general as well as to the interests of its Members.

(c) The duty imposed by Article VI. Section 6(b) of the Constitution on the officers of Mayaro/Guayaguayare/Rio Claro Education Council is owed by them to The Organisation alone; and the duty is enforceable in the same ways as any other fiduciary duty owed to The Organisation by its officers.

(d) No information about business or affairs of Mayaro/Guayaguayare/Rio Claro Education Council shall be disclosed by an officer or officer of Mayaro/Guayaguayare/Rio Claro Education Council except:

(i) for the purposes of the exercise or performance of his functions as an officer or officer;
(ii) for the purposes of any legal proceedings;
(iii) pursuant to the requirements of any written law; or
(iv) when authorized by Mayaro/Guayaguayare/Rio Claro Education Council.

(e) Every officer and officer of Mayaro/Guayaguayare/Rio Claro Education Council shall comply with The Company Act, 1995 – Chapter 81:01 and the Regulations, and with the Articles and Constitution of Mayaro/Guayaguayare/Rio Claro Education Council.

Section 7. Committee of Officers

(a) The Officers may appoint a Committee or Committees consisting of such member or members of their body as they think fit, and subject to Article VI. Section 4(a) above may from time to time delegate any of their powers to any such Committee and may revoke such delegation. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Officers. The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Officers so far as the same are applicable thereto and are not superseded by any regulation of the Cons or made by the Officers under this paragraph.

Section 8. Audit Committee

(a) The Officers shall appoint an Audit Committee composed of not less than three Officers a majority of whom are not Officers or employees of Mayaro/Guayaguayare/Rio Claro Education Council or any of its affiliates.

(b) Two members shall constitute a quorum of the Audit Committee.

(c) Any member of the Audit Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Audit Committee on ceasing to be an Officer.

(d) The Audit Committee shall review the financial statements of Mayaro/Guayaguayare/Rio Claro Education Council intended for circulation among Members before they are approved by the Board and shall report its findings to the Board.

(e) The Board may refer to the Audit Committee for opinion and advice on such matters and questions relating to the financial position and risk management functions of Mayaro/Guayaguayare/Rio Claro Education Council and its affiliates as the Board may time-to-time see fit.

(f) The times of and the places where meetings of the Audit Committee will be held and the calling of and procedure at those meetings shall be determined from time to time by the Audit Committee provided that the Auditor or any member of the Audit Committee may call a meeting of the Audit Committee and notice of every meeting of the Audit Committee shall be given to all members of the Audit Committee, the Auditors, the Chairman, the Managing Director and President if any. Save as provided in this section 8(d) the meetings and proceedings of the Audit Committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Officers so far as the same are applicable thereto and are not superseded by any regulation of the Constitution or made by the Officers under this paragraph.

Section 9. Managing Director

(a) The Officers may, from time to time, appoint one or more of their body to be Managing Director or Managing Directors of Mayaro/Guayaguayare/Rio Claro Education Council either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office.

(b) The Officers may from time to time entrust to and confer upon a Managing Director for the time being such of the powers of the Officers as they may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as they think expedient, and they may confer such powers, either collaterally, with or to the exclusion of, and in substitution for, all or any of the powers of the Officers in that behalf, and may from time to time revoke, withdraw, alter, or vary all or any of such powers.

(c) The remuneration of a Managing Director shall (subject to the provisions of any contract between him and Mayaro/Guayaguayare/Rio Claro Education Council) from time to time be fixed by the Officers, and may be by way of fixed salary, or commission or dividends, profits or turnover of Mayaro/Guayaguayare/Rio Claro Education Council or of any other Organisation in which Mayaro/Guayaguayare/Rio Claro Education Council is interested, or by participation in any such profits, or by any or all of those modes.

Section 10. Local Management

(a) The Officers may from time to time provide for the management and transaction of the affairs of Mayaro/Guayaguayare/Rio Claro Education Council in any special locality whether at home or abroad, in such manner as they think fit, and the provisions contained in the next following paragraph shall be without prejudice to the general powers conferred by this paragraph.

(b) The Officers may from time to time, and at any time establish any local boards or agencies for managing any of the affairs of Mayaro/Guayaguayare/Rio Claro Education Council in any such specified locality and may appoint any persons to be members of such local board, or any managers or agents, and may fix their remuneration. And the Officers from time to time, and at any time, may subject above delegate to any person so appointed any of the powers, authorities and discretions for the time vested in the Officers, other than the power of borrowing, issuing or giving securities and filling up vacancies in any such local board, but nevertheless with power to act notwithstanding such vacancies, and any such appointment or delegation may be made on such terms and subject to such conditions as the Officers may think fit, and the Officers may at any time remove any person so appointed, and may annul or vary any such delegation.

Section 11. Appointment of Attorneys

(a) The Officers may at any time and from time to time by power of attorney under Seal appoint any person or persons to be the attorney or attorneys of Mayaro/Guayaguayare/Rio Claro Education Council for such purposes with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Officers under these presents) and for such period and subject to such conditions as the Officers may from time to time think fit, and any such appointment may (if the Officers think fit) be made in favour of the members, or any of the members of any local board established as aforesaid, or in favour of Mayaro/Guayaguayare/Rio Claro Education Council, or of the members, officers, nominees or managers of Mayaro/Guayaguayare/Rio Claro Education Council, or firm, or in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Officers, and any such power of attorney may contain such provisions for the protection or convenience or persons dealing with such attorney or attorneys as the Officers may think fit.

Section 12. Validity of Acts

(a) An act of Officers or Officer is valid notwithstanding any irregularity in his election or appointment or any defect in his qualification.

Section 13. Regulation of Meetings

(a) Subject to the provisions of The Company Act, 1995 – Chapter 81:01, the Articles and the Constitution the Officers may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business.

Section 14. Place of Meeting

(a) Meeting of the Officers and of any Committee may be held within or outside Trinidad and Tobago at such place or places as the Chairman shall direct from time to time and which shall be specified in the notice of the meeting but unless otherwise so directed such meetings shall take place at the Registered Office or such other place as may be determined by the Board.

Section 15. Notice

(a) A meeting of the Officers may be convened at any time by any Officer or the Secretary, when directed or authorized by any Officer.

(b) Subject to subsection 81(1) of The Company Act, 1995 – Chapter 81:01 the notice of any such meeting need not specify the purpose of or the business to be transacted at the meeting.

(c) Officers not ordinarily resident in Trinidad and Tobago shall be entitled to notice of any such meeting shall be served in the manner specified in Article V. Section 2(a) hereof not less than two (2) days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place.

(d) It shall not be necessary to give notice of a meeting of the Officers to a newly elected or appointed Officer for a meeting held immediately following his election or appointment.

(e) A Officer may in any manner waive notice of a meeting of the Officers and attendance of the Officer at a meeting of the Officers shall constitute a waiver of notice of meeting except where an Officer attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

(f) Notice of an adjourned meeting of Officers need not be given if the time and place of the adjourned meeting is announced at the original meeting.

Section 16. Quorum

(a) Three officers shall form a quorum for the transaction of business and, notwithstanding any vacancy among the Officers; a quorum may exercise all the powers of the officers. No business shall be transacted at a meeting of officers unless a quorum is present.

Section 17. Chairman of Meeting

(a) The Chairman, or if he is absent or unable or unwilling to act, the Deputy Chairman, shall be chairman of all meetings of Officers, but if at any meeting the Chairman or the Deputy Chairman is not present at the time appointed for the holding of the same, or is unwilling or unable to act as chairman, the Officers present shall choose someone of their number to be chairman of such meeting.

Section 18. Electronic Participation

(a) An Officer may, if all the Officers consent, participate in a meeting of Officers or of any Committee by means of such telephone or other electronic communications facilities as permit all persons participating in the meeting to hear each other and an Officer participating in such a meeting by such means is deemed to be held in Trinidad and Tobago notwithstanding that some or a majority of the Officers participating are not present in Trinidad and Tobago.

Section 19. Place of Meeting

(a) Meeting of the Officers and of any Committee may be held within or outside Trinidad and Tobago at such place or places as the Chairman shall direct from time to time and which shall be specified in the notice of the meeting but unless otherwise so directed such meetings shall take place at the Registered Office or such other place as may be determined by the Board.

Section 20. Voting

(a) Questions arising at any meeting of the officers shall be decided by a majority of votes. In case of an equality of votes the chairman of the meeting in addition to his original vote shall have a second casting vote.

Section 21. Minutes of Meeting

(a) Meeting of the The Officers shall cause minutes to be duly entered in the books provided for the purpose:

(i) of all appointments of Officers and Officers,
(ii) of all the names of the Officers present at each meeting of the Officers and of any Committee,
(iii) of all orders made by the Officers and Committees,
(iv) of all resolutions and proceedings of all meetings of Members, Officers and Committees.

(b) Any such minutes of any meetings of the Members, Officers or Committee, if purporting to be signed by the Chairman of such meeting, or by the chairman of the next succeeding meeting, shall be received as prima facie evidence of the matters stated in such minutes.

Section 22. Resolution in Lieu of Meeting

(a) Notwithstanding any of the foregoing provisions of the Constitution a resolution in writing signed by all the officers entitled to vote on that resolution at a meeting of the officers or any committee of the officers is as valid as if it had been passed at a meeting of the officers or any committee of the officers. When signed the resolution may consist of several documents may be in the form of a facsimile and may be sent to the Secretary of Mayaro/Guayaguayare/Rio Claro Education Council by facsimile transmission.

(b) All or any of the Officers or any committee of the Officers may participate in a meeting of the Officers or that committee by means of a conference telephone or any other communications equipment which allows all persons participating in the meeting to hear and speak to each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly.

Section 23. Defective Appointments

(a) All acts done at any meeting of the Officers, or a Committee, or by any person acting as an Officer, shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Officers or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed, and was qualified to be an Officer.

Section 24. Parliamentary Procedure

(a) Any question concerning parliamentary procedure at meetings shall be determined by the Chairman by reference to Robert’s Rules of Order.

Section 25. Borrowing Powers of Officers

(a) The Officers may from time to time

(i) borrow money upon the credit of Mayaro/Guayaguayare/Rio Claro Education Council;
(ii) issue, reissue, sell or pledge debentures of Mayaro/Guayaguayare/Rio Claro Education Council
(iii) subject to section 56 of The Company Act, 1995 – Chapter 81:01, give a guarantee on behalf of Mayaro/Guayaguayare/Rio Claro Education Council to secure performance of an obligation of any person; and
(iv) mortgage, charge, pledge or otherwise create a security interest in all or any property of the Umbrella, owned or subsequently acquired, to secure any obligation of Mayaro/Guayaguayare/Rio Claro Education Council or any other person.

(b) The Officers may from time to time by resolution delegate to any single Officer or Officer or any Committee or Officers of Mayaro/Guayaguayare/Rio Claro Education Council all or any of the powers conferred on the Officers by Article VI. Section 25(a) hereof to the full extent thereof or such lesser extent as the Officers may in any such resolution provide.

(c) The powers conferred by Article VI. Section 25(a) hereof shall be in supplement of and not in substitution for any powers to borrow money for the purposes of Mayaro/Guayaguayare/Rio Claro Education Council possessed by its officers or officers independently of a borrowing constitution.

Section 26. Remunerations of Officers

(a) The Officers shall be paid out of the funds of Mayaro/Guayaguayare/Rio Claro Education Council such remuneration for their services as the Officers may from time to time determine which may be in addition to the salary paid to any Officer or Employee of Mayaro/Guayaguayare/Rio Claro Education Council who is an Officer.

(b) The Officers shall also be entitled to be paid all traveling, hotel and other expenses properly incurred by them in or about the performance of their duties as Officers, including their expenses of traveling to or from meetings of the Officers or any Committee or meetings of Members or in connection with the business of Mayaro/Guayaguayare/Rio Claro Education Council.

(c) The Officers may also award special remuneration to any Officer who is a member of a Committee or is required to undertake any special services on the Organisation’s behalf other than the routine work ordinarily required of an Officer. Such remuneration may be either in addition to or in substitution for the remuneration above provided.

Section 27. Submission of Transactions for Membership Approval

(a) The officers in their discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the members or at any special meeting of the members called for the purpose of considering the same and, subject to the provisions of section 93(1) of The Company Act, 1995 – Chapter 81:01, any such contract, act or transaction that is approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by The Company Act, 1995 – Chapter 81:01 or by the Organisation’s articles or any other constitution) shall be as valid and is binding upon Mayaro/Guayaguayare/Rio Claro Education Council and upon all the members as though it had been approved, ratified or confirmed by every Member of the Organisation.

Section 28. For The Protection of Officers and Officers

(a) No officer or officer of Mayaro/Guayaguayare/Rio Claro Education Council shall be liable to Mayaro/Guayaguayare/Rio Claro Education Council for:-

(i) the acts, receipts, neglects or defaults of any other officer or officer or employee or for joining in any receipt or act for conformity;
(ii) any loss, damage or expense incurred by Mayaro/Guayaguayare/Rio Claro Education Council through the insufficiency or deficiency of title to any property acquired by Mayaro/Guayaguayare/Rio Claro Education Council or for or on behalf of the Organisation;
(iii) the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to Mayaro/Guayaguayare/Rio Claro Education Council shall be placed out or invested;
(iv) any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom any moneys, securities or effects shall be lodged or deposited;
(v) any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Organisation;
(vi) any other loss, damage or misfortune, whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto;

unless the same happens by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of Mayaro/Guayaguayare/Rio Claro Education Council and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(b) Nothing herein contained shall relieve an officer or officer from the duty to act in accordance with The Company Act, 1995 – Chapter 81:01 or Regulations or the Articles or Constitution or relieve him from liability for breach thereof.

(c) The officers for the time being of Mayaro/Guayaguayare/Rio Claro Education Council shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Organisation, except such as are submitted to and authorized or approved by the officers.

(d) If any officer or officer of Mayaro/Guayaguayare/Rio Claro Education Council is employed by or perform services for Mayaro/Guayaguayare/Rio Claro Education Council otherwise than an officer or officer or is a member of a firm or a member, officer or officer of a body corporate which is employed by or performs services for the Organisation, the fact of his being a Member of the Organisation, officer or officer of Mayaro/Guayaguayare/Rio Claro Education Council shall not disentitle such officer or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

Section 29. Indemnities to Officers and Officers

(a) Subject to section 101 of The Company Act, 1995 – Chapter 81:01, except in respect of an action by or on behalf of Mayaro/Guayaguayare/Rio Claro Education Council to obtain a judgment in its favour, Mayaro/Guayaguayare/Rio Claro Education Council shall indemnify an Officer or Officer of the Organisation, a former Officer or Officer of Mayaro/Guayaguayare/Rio Claro Education Council or a person who acts or acted at the Organisation’s request as an Officer or Officer of a body corporate of which Mayaro/Guayaguayare/Rio Claro Education Council is or was a Member or Creditor and his personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been an officer or officer of Mayaro/Guayaguayare/Rio Claro Education Council, if-

(i) he acted honestly and in good faith with a view to the best interests of the Organisation; and
(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

ARTICLE VII. OFFICERS

Section 1. Appointment

(a) The officers shall as often as may be required appoint such Officers and agents who shall have such authority and shall perform such duties as may from time to time be prescribed by the Officers or the Constitution and in particular:

(i) shall appoint, from time to time, a person to be Secretary of Mayaro/Guayaguayare/Rio Claro Education Council and one or more Assistant Secretaries;
(ii) may elect a Chairman and a Deputy Chairman of Mayaro/Guayaguayare/Rio Claro Education Council and determine the period for which they are to hold office;
(iii) may appoint a Managing Director and a Deputy Managing Director;
(iv) may appoint a President and Chief Executive Officer, and one or more Vice-Presidents or Executives.

(b) An officer may be appointed to any office of Mayaro/Guayaguayare/Rio Claro Education Council but none of the Officers except the Chairman, the Deputy Chairman, the Managing Director, and the Deputy Managing Director need be an Officer.

(d) In case and whenever the same person holds the offices of Secretary and Financial Officer, he may but need not be known as the Secretary- Financial Officer.

(e) Officers appointed in pursuance of this Constitution shall have the powers and duties attached to their respective offices as set out hereinafter unless the resolution effecting such appointment otherwise provides.

Section 2. Remuneration

(a) The remuneration of all Officers appointed by the Officers shall be determined from time to time by resolution of the Officers. The fact that any Officer or Employee is an Officer or Member of Mayaro/Guayaguayare/Rio Claro Education Council shall not disqualify him from receiving such remuneration as may be determined.

Section 3. Powers and Duties

(a) Chairman: A Chairman shall, when present, preside at all meetings of the Officers and the Members.
(b) Deputy Chairman: If the Chairman is absent or is unable or refuses to act, the Deputy Chairman (if any) shall, when present, preside at all meetings of the Officers and the Members.
(c) Managing Director: A Managing Director shall exercise such powers and have such authority as may be delegated to him by the Officers in accordance with the provisions of The Company Act, 1995 – Chapter 81:01 and the Constitution. If no President is appointed the Managing Director shall be the Chief Executive Officer of the Organisation.
(d) Deputy Managing Director: The Deputy Managing Director shall perform such of the duties of the Managing Director as shall be assigned to him by the Board in the event of the Managing Director’s absence or inability or refusal to act, as the case may be.
(e) President and Chief Executive Officer: The Officers may from time to time appoint a President and/or a Chief Executive Officer and may delegate to him full power to manage and direct the business and affairs of Mayaro/Guayaguayare/Rio Claro Education Council (except such matters and duties as by law must be transacted or performed by the Officers or the Members) and to employ and discharge agents employees of Mayaro/Guayaguayare/Rio Claro Education Council or may delegate to him or them any lesser authority. A President and Chief Executive Officer shall conform to all lawful orders given to him by the Officers and shall at all reasonable times give to the Officers or any of them all information they may require regarding the affairs of the Organisation. Any agent or employee appointed by the President and Chief Executive Officer may be discharged by the Officers.
(f) Vice-President: A Vice-President or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the event of the President’s absence or inability or refusal to act.
(g) Secretary: The Secretary shall give or cause to be given notices for all meetings of the Officers, Committees and Members when directed to do so and shall have charge of the Minute books, Seal and, records (other than accounting records) referred to in section 177 of The Company Act, 1995 – Chapter 81:01.
(h) Financial Officer: Subject to the provisions of any resolution of the officers, a Financial Officer shall have the care and custody of all the funds and securities of Mayaro/Guayaguayare/Rio Claro Education Council and shall deposit the same in the name of Mayaro/Guayaguayare/Rio Claro Education Council in such bank or banks or with such other depository or depositors as the officers may direct. He shall keep or cause to be kept the accounting records referred to in section 187 of The Company Act, 1995 – Chapter 81:01. He may be required to give such bond for the faithful performance of his duties as the officers in their uncontrolled discretion may require but no officer shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of Mayaro/Guayaguayare/Rio Claro Education Council to receive any indemnity thereby provided.
(i) Legal Officer: The Legal Officer, who also serves as the Compliance Officer, is responsible for overseeing the legal affairs and ensuring compliance with all applicable laws and regulations of the Mayaro/Guayaguayare/Rio Claro Education Council. This role includes providing legal advice to the board and staff, drafting and reviewing contracts and agreements, and representing the organization in legal matters. Importantly, as the Compliance Officer, the Legal Officer ensures adherence to the Financial Intelligence Unit of Trinidad and Tobago Act Chapter 72.01 and the Financial Intelligence Unit of Trinidad and Tobago Regulations, 2011. This includes implementing compliance programs, conducting regular compliance audits, and ensuring that all financial and operational activities comply with legal requirements. The Legal Officer also ensures that all legal documents and records are accurately maintained and readily accessible to board members and relevant authorities, promoting transparency and accountability within the organization.
(j) Technical Officer: The Technical Officer shall be responsible for overseeing the technological and technical operations of the Mayaro/Guayaguayare/Rio Claro Education Council. This role involves the development, implementation, and maintenance of technological systems and infrastructure that support the organization’s goals and activities. The Technical Officer collaborates with other board members and staff to ensure that the technological resources are efficiently utilized and aligned with the organization’s strategic plan. Additionally, the Technical Officer is tasked with staying updated on emerging technologies and making recommendations for technological improvements or innovations. This position ensures that all technological operations are conducted in a secure, efficient, and effective manner, promoting the organization’s mission.
(k) Assistant Secretary and Assistant Financial Officer: The Assistant Secretary or, if more than one the Assistant Secretaries in order of seniority and the Assistant Financial Officer or, if more than one, the Assistant Financial Officers in order of seniority, shall respectively perform all the duties of the Secretary and the Financial Officer, respectively, in the event of the Secretary or Financial Officer’s absence or inability or refusal to act, as the case may be.
(l) Public Relations Officer: The Public Relations Officer is responsible for managing and enhancing the public image and communication efforts of the Mayaro/Guayaguayare/Rio Claro Education Council. This role involves developing and implementing public relations strategies that effectively communicate the organization’s mission, values, and achievements to the broader community. The Public Relations Officer maintains relationships with media outlets, drafts press releases, and coordinates public appearances and events. Additionally, this officer oversees the organization’s social media presence and ensures consistent, positive, and engaging communication with the public. The Public Relations Officer collaborates with other board members and staff to promote the organization’s initiatives and programs, and to handle any public inquiries or concerns. This position is critical in building and maintaining the organization’s reputation and fostering strong community relations, ensuring that the organization’s activities are well-publicized and its message is clearly and accurately conveyed to the public.
(m) Trustees:
(i) The Trustees for the time being shall be responsible for all the real and personal property whatsoever vested in the Organisation, and they shall deal with it in such a way as the Executive Committee may direct.
(ii) The Trustees shall be responsible for the care, upkeep and maintenance of such property and giving assessment of their condition as at the end of the financial year.
(iii) The Trustees may be removed from office by the Annual General Meeting on the grounds that (owing to ill health, unsoundness of mind, removal from the country, incapacity, or inability or for any other reason) he is unsuitable or unwilling to perform his office.
(n) General Manager or Manager: The officers may from time to time appoint one or more General Managers or Managers and may delegate to him or them full power to manage and direct the business and affairs of Mayaro/Guayaguayare/Rio Claro Education Council (except such matters and duties as by laws must be transacted or performed by the officers or by the members) and to employ and discharge agents and employees of Mayaro/Guayaguayare/Rio Claro Education Council or may delegate to him or them any lesser authority. A General Manager or manager shall conform to all lawful orders given to him by the officers of Mayaro/Guayaguayare/Rio Claro Education Council and shall at all reasonable times, give to the officers or any of them all information they may require regarding the affairs of the Organisation. Any agent or employee appointed by the General Manager or Manager may be discharged by the officers.
(o) All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Officers.

Section 4. Delegation

(a) In case of the absence or inability to act by any officer of Mayaro/Guayaguayare/Rio Claro Education Council except a Managing Director or for any other reason that the officers may deem sufficient, the officers may delegate all or any of the powers of such officer to any other officer or to any officer.

Section 5. Vacancies

(a) If the office of any officer of Mayaro/Guayaguayare/Rio Claro Education Council becomes vacant by reason of death, resignation, disqualification or otherwise, the officers by resolution shall, in the case of the Secretary, and may, in the case any other office, appoint a person to fill such vacancy.

ARTICLE VIII. MANAGEMENT

(a) Mayaro/Guayaguayare/Rio Claro Education Council shall be managed by an Executive Committee consisting of the President, Vice-President, Secretary, Assistant Secretary, Financial Officer, Public Relations Officer, two (2) Trustees and three (3) Ordinary Members.

(b) The Executive Committee shall appoint sub-committees as may be deemed necessary.

ARTICLE IX. INFORMATION AVAILABLE TO MEMBERS

(a) Except as provided by The Company Act, 1995 – Chapter 81:01, no Member shall be entitled to any information respecting any details or conduct of the Organisation’s business which in the opinion of the Officers it would be inexpedient in the interests of Mayaro/Guayaguayare/Rio Claro Education Council to communicate to the public.

(b) The Officers may from time to time, subject to rights conferred by The Company Act, 1995 – Chapter 81:01, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of Mayaro/Guayaguayare/Rio Claro Education Council or any of them shall be open to the inspection of Members and no Member shall have any right to inspect any document or book register or accounting record of Mayaro/Guayaguayare/Rio Claro Education Council except as conferred by statute or authorized by the officers or by a resolution of the Members.

ARTICLE X. SUB-COMMITTEES

Section 1. Sub-Committee Formation

(a) The board may create sub-committees as needed, such as coordination, public relations, research, data collection, etc. The board chairman appoints all committee chairs.

Section 2. Executive Sub-Committee

The four officers serve as the members of the Executive Sub-Committee. Except for the power to amend the Articles of Incorporation, the NPO – Application for Renewal of Registration Form 3 ,Form 4, the NPO Sector Risk Assessment Questionnaire and Constitution, the Executive Sub-Committee shall have all the powers and authority of the board of officers in the intervals between meetings of the board of officers, and is subject to the direction and control of the full board.

Section 2.1. Management Sub-Committee

The Management Sub-Committee, chaired by the Management Officer and comprising three additional board members, is responsible for overseeing the day-to-day operations and management of the organization. This committee develops and reviews organizational policies and procedures and coordinates with staff to ensure efficient management practices. The Management Sub-Committee submits annual reports to the board detailing management activities, staff performance, and operational efficiency. The board must approve all major policy changes and management decisions. The committee also ensures that all management reports and policies are accessible to board members and the public, thereby maintaining transparency and accountability.

Section 2.2. Planning and Research Sub-Committee

The Planning and Research Sub-Committee, chaired by the Planning Officer and composed of three additional board members, is tasked with developing and reviewing the strategic plans and goals of the organization. This committee oversees research initiatives that support the organization’s mission and objectives and collaborates closely with staff and other board members to ensure alignment with organizational goals. The committee is responsible for developing and presenting annual planning reports to the board for approval. The board must approve all strategic and research plans. Furthermore, the committee ensures that all plans and research reports are accessible to board members and the public, promoting transparency and accountability.

Section 2.3. Finance Sub-Committee

The Financial Officer is the chairman of the Finance Sub-Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Sub-Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organisation are public information and shall be made available to the membership, board members, and the public.

ARTICLE XI. CONFLICT OF INTEREST AND COMPENSATION

Section 1: Purpose

(a) The purpose of the conflict-of-interest policy is to protect this non-profit company’s (Organisation) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or officer of the Organisation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable laws governing conflict of interest applicable to non-profit and charitable organisations.

Section 2: Definitions

(a) “Interested Person” Any officer, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) “Financial Interest” A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(i) An ownership or investment interest in any entity with which the Organisation has a transaction or arrangement,
(ii) A compensation arrangement with the Organisation or with any entity or individual with which the Organisation has a transaction or arrangement, or
(iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organisation is negotiating a transaction or arrangement.

(d) A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures

(a) Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

(c) Procedures for Addressing the Conflict of Interest:
(i) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(ii) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(iii) After exercising due diligence, the governing board or committee shall determine whether the Organisation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested officers whether the transaction or arrangement is in the Organisation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

(d) Violations of the Conflicts of Interest Policy:

(i) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings

(a) The minutes of the governing board and all committees with board delegated powers shall contain:

(i) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(ii) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation

(a) A voting member of the governing board who receives compensation, directly or indirectly, from the Organisation for services is precluded from voting on matters pertaining to that member’s compensation.

(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organisation for services is precluded from voting on matters pertaining to that member’s compensation.

(c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organisation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

(d) Educators who receive compensation from the Organisation, whether directly or indirectly or as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters. No educator, either individually or collectively, is prohibited from providing information to any committee regarding educator’s compensation.

Section 6. Annual Statements

(a) Each officer, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

(i) Has received a copy of the conflicts of interest policy,
(ii) Has read and understands the policy,
(iii) Has agreed to comply with the policy, and
(iv) Understands the Organisation is non-profit and in order to maintain its legal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

(a) To ensure the Organisation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(i) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(ii) Whether partnerships, joint ventures, and arrangements with management organisations conform to the Organisation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts

(a) When conducting the periodic reviews as provided for in Article VII, the Organisation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XII. NOTICES

(a) Method of giving notice: Any notice or other document required by The Company Act, 1995 – Chapter 81:01, the Regulations, the Articles or the Constitution to be sent to any Member, Debenture Holder, Officer or Auditor may be delivered personally or sent by pre-paid mail or cable or telex or telefax to any such person at his latest address as shown in the records of Mayaro/Guayaguayare/Rio Claro Education Council or its transfer agent and to any such Officer at his latest address as shown in the records of Mayaro/Guayaguayare/Rio Claro Education Council or in the latest notice filed under section 71 or 79 of The Company Act, 1995 – Chapter 81:01, and to the Auditor at his business address.

(b) Waiver of notice: Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

(c) Undelivered notices: If a notice or document is sent to a Member or Debenture Holder by pre-paid mail in accordance with this paragraph and the notice or document is returned on three consecutive occasions because the Member or Debenture Holder cannot be found, it shall not be necessary to send any further notices or documents to the Member or Debenture Holder until he informs Mayaro/Guayaguayare/Rio Claro Education Council in writing of his new address.

(d) Signature to notices: The signature of any officer or officer of Mayaro/Guayaguayare/Rio Claro Education Council to any notice or document to be given by Mayaro/Guayaguayare/Rio Claro Education Council may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

(e) Computation of time: Where a notice extending over a number of days or other period is required under any provisions of the articles or the constitution, the day of sending the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

(f) Proof of service: Where a notice required under paragraph Article XII. paragraph (a) hereof is delivered personally to the person to whom it is addressed or delivered to his address as mentioned in Article XII. paragraph (a) hereof, service shall be deemed to be at the time delivery of such notice.

(i) Where such notice is sent by post, service of the notice shall be deemed to be effected forty-eight hours after posting if the notice was properly addressed and posted by pre-paid mail.
(ii) Where the notice is sent by cable, telex or telefax, email, service is deemed to be effected on the date on which the notice is so sent.

ARTICLE XIII. FINANCIAL YEAR

(a) The Officers may from time to time by resolution establish the financial year of the Organisation.

ARTICLE XIV. INSURANCE

(a) Subject to the limitations contained in The Company Act, 1995 – Chapter 81:01, Mayaro/Guayaguayare/Rio Claro Education Council may purchase and maintain liability insurance for the benefit of any person referred to in Article VI. Section 29(a) above against any liability incurred by him in his capacity as an Officer or Officer of Mayaro/Guayaguayare/Rio Claro Education Council or of another body corporate where he acts or acted in that capacity at the Organisation’s request.

ARTICLE XV. CHEQUES, DRAFTS AND NOTES

(a) All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or persons having received the written approval of the Chairman, and in such manner as the officers may from time to time designate by resolution.

ARTICLE XVI. EXECUTION OF INSTRUMENTS

(a) Contracts, deeds, documents or instruments in writing requiring the signature of Mayaro/Guayaguayare/Rio Claro Education Council may be signed by:

(i) a Chairman, a Deputy Chairman, a Managing Director, a President or a Vice President; or
(ii) any other officer with the written approval of the Chairman, together with the Secretary or the Financial Officer, and all contracts, documents and instruments in writing so signed shall be binding upon Mayaro/Guayaguayare/Rio Claro Education Council without any further authorization or formality or
(iii) the officers shall have power from time to time by resolution to appoint any officers or persons on behalf of Mayaro/Guayaguayare/Rio Claro Education Council either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

(b) The common seal of the Mayaro/Guayaguayare/Rio Claro Education Council may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officers or persons specified in Article XII. paragraph (a) hereof.

(i) The Chairman, or an officer with the written approval of the Chairman, together with the Secretary or the Financial Officer, or
(ii) any two Officers, with the written approval of the Chairman, shall have authority to sign and execute (under seal of Mayaro/Guayaguayare/Rio Claro Education Council or otherwise) all instruments and deeds that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any property, shares, stocks, bonds, debentures, rights, warrants or other securities.

ARTICLE XVII. SIGNATURES

(a) The signature of the Chairman, a Deputy Chairman, a Managing Director, a President, a Vice-President, the Secretary, the Financial Officer, an Assistant Secretary or an Assistant Financial Officer or any officer of Mayaro/Guayaguayare/Rio Claro Education Council or of any officer or of any officer or person, appointed pursuant to Article XII. paragraph (d) hereof by resolution of the officers, may, if specifically authorized by resolution of the officers, be printed, engraved, lithographed or otherwise mechanically reproduced upon any certificate for shares in Mayaro/Guayaguayare/Rio Claro Education Council or contract, document or instrument in writing, bond, debenture or other security of Mayaro/Guayaguayare/Rio Claro Education Council executed or issued by or on behalf of the Organisation. Any document or instrument in writing on which the signature of any such officer or person is so reproduced shall be deemed to have been manually signed by such officer or person whose signature is so reproduced and shall be as valid to all intents and purposes as if such document or instrument in writing had been signed manually and notwithstanding that the officer or person whose signature is so reproduced has ceased to hold office at the date on which such document or instrument in writing is delivered or issued.

ARTICLE XVIII. BRAND USAGE

Section 1: Logo Usage

(a) The logo of the Mayaro/Guayaguayare/Rio Claro Education Council is a registered trademark. It should not be altered, distorted, or used in a misleading context. The logo must always be reproduced from approved artwork and must not be redrawn, re-proportioned, or modified in any way.

Section 2: Color Palette

(a) The official color palette of the Mayaro/Guayaguayare/Rio Claro Education Council is an integral part of its brand identity. These colors should be used consistently across all mediums to ensure visual coherence. Unauthorized use of any other colors is strictly prohibited.

Section 3: Typography

(a) The official typography, including the typeface, size, and line spacing, should be used in all official communications. Any deviation from the official typography is not permitted unless approved by the Committee.

Section 4: Imagery

(a) Any imagery used in association with the Mayaro/Guayaguayare/Rio Claro Education Council, including photographs, illustrations, and graphics, should align with the organisation’s mission and values. All imagery should be used in a respectful and appropriate manner.

Section 5: Tone of Voice

(a) The tone of voice in all communications should reflect the Mayaro/Guayaguayare/Rio Claro Education Council’s commitment to education, inclusivity, and community engagement. It should be professional, respectful, and positive.

Section 6: Misuse of Brand Elements

(a) Any misuse of the brand elements, including the logo, color palette, typography, imagery, and tone of voice, may result in legal action. The Committee reserves the right to review and approve all uses of its brand elements.

Section 7: Reporting Misuse

(a) Any suspected misuse of the Mayaro/Guayaguayare/Rio Claro Education Council’s brand elements should be reported to the Committee immediately. The Committee will investigate all reports and take appropriate action.

Section 8: Changes to the Brand Usage Guidelines

(a) The Mayaro/Guayaguayare/Rio Claro Education Council reserves the right to change these brand usage guidelines at any time. Any changes will be communicated to all stakeholders in a timely manner.

This article aims to protect the integrity of the Mayaro/Guayaguayare/Rio Claro Education Council’s brand and ensure it is used correctly and consistently. Adherence to these guidelines is mandatory for all members and associates of the Committee.

ARTICLE XIX. DISCIPLINE

(a) Bona Fide members of Mayaro/Guayaguayare/Rio Claro Education Council are privilege to (lay a charge/charges) against any other member or group of members who it is believed transgressed the Constitution and/or its regulations provided that the charge(s) is/are laid in writing.

The procedure for dealing with the charge(s) shall be as follows:

(i) The Management Committee shall establish a Disciplinary Committee to investigate the charge(s) and report its findings in writing. After consideration the decision of the meeting shall be communicated in writing to the complainant.
(ii) Members charged shall be afforded the opportunity of meeting the charge(s) brought against them.
(iii)
(a) Either party shall have the right of appeal to the Management Committee. Such appeal should be in writing not later than twenty-one (21) days after being formally informed of the decision.

A copy of the appeal must be sent to the Secretary of the Organisation.

(b) If either party is not satisfied, the matter shall be referred to the Supreme Authority of Mayaro/Guayaguayare/Rio Claro Education Council the Annual General Meeting

Decisions of the Annual General Meeting Shall be binding on all members.

ARTICLE XX. AMENDMENTS

Section 1. Articles of Incorporation

(a) The Articles may be amended in any manner at any regular or special meeting of the Board of Officers, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each officer at least three (3) days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five (5) days if delivered by mail. As required by the Articles, any amendment to:

(i) The Companies Act, 1995 (Section 9 and 309) Form 2 – Articles of Incorporation, or any attached schedules,
(ii) The Companies Act, 1995 (Section 176(1) and 176(2)) Form 4 – Notice of Address, or any attached schedules,
(iii) The Companies Act, 1995 (Section 71 and 309) Form 8 – Notice of Officers, or any attached schedules,
(iv) and The Companies Act, 1995, Section 178(4)(b), (c) Form 27 – Notice of Secretaries / Assistant Secretaries, or any attached schedules,

shall require the affirmative vote of all officers then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of officers then in office.

Section 2. NPO – Application for Renewal of Registration Form 3

(b) The NPO – Application for Renewal of Registration Form 3, Form 4 and NPO Sector Risk Assessment Questionnaire may be amended in any manner at any regular or special meeting of the Board of Officers, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each officer at least three (3) days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five (5) days if delivered by mail. As required by the Articles, any amendment to:

(i) Non-Profit Organisations Act, No. 7 of 2019 Form 3 – Application for Renewal of Registration Form 3, or any attached schedules,
(ii) Non-Profit Organisations Act, No. 7 of 2019 Form 4 -Notice of Change in the Particulars Registered by a Non-Profit Organisation Form4, or any attached schedules,
(iii) and the Non-Profit Organisations Act, No. 7 of 2019 – NPO Sector Risk Assessment Questionnaire, or any attached schedules,

shall require the affirmative vote of all officers then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of officers then in office.

Section 3. Constitution

(a) The Board of Officers may amend these Constitution by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each officer within the time and the manner provided for the giving of notice of meetings of officers.

ARTICLE XXI. DISSOLUTION

(a) Disposal of property on dissolution: Upon dissolution, a non-profit company shall, after satisfaction of all its debts and liabilities, give or transfer any remaining property to such other non-profit company as the members may, with the approval of the President, determine.