Constitution

AND RULES OF ʻATENISI INSTITUTE INCORPORATED

Latest revision as from Special General Meeting, 29 July 2016

INTERPRETATION

1. In these Rules, unless the context otherwise requires:
   • “Affiliate” shall mean an organization (whether incorporated or unincorporated) which is admitted as an Affiliate of the ʻATENISI INSTITUTE under these Rules;
   • “Auditor” means the Society's Auditor.
   • “Board” means the Board of Directors of the Society.
   • “Chairman” means the person appointed to occupy the position of the chairman of the Board.
   • “Constitution” shall mean this document, all amendments made from time to time to the provisions herein and all Rules and Regulations made under the provisions herein as from time to time amended.
   • “Delegate” means any person appointed in writing to appear on behalf of a Member at any Annual General Meeting or Special Meeting.
   • “Deputy Chairman” means the person appointed to occupy the position of the deputy chairman of the Board.
   • “Director” includes any person occupying the position of a director of the Society
   • “Directors” means all or some of the Directors acting as the Board.
   • “Membership” shall mean any person admitted as a Member of the ʻATENISI INSTITUTE in accordance with these Rules;
   • “Member” means a member of the Society;
   • “Office” means the Society's registered office;
   • “Officers” shall mean the Chairman, Vice Chairman, Secretary/Treasurer and any other Director of the Board;
   • “Office Holder” means an elected officer, director or the senior executive officer of the Society;
   • “Register” means the Register of Members of the Society;
   • “Rules” means the rules of this Constitution.
   • “Secretary/Treasurer” meansli>the person elected to the Board to occupy the position of the secretary and treasurer of the Society;
   • “Student” means any student of the University who retains ordinary Membership of either PARSA or the Association;
   • “The Society” means ʻATENISI INSTITUTE.
     1. In this Constitution, unless the context otherwise requires:
        1. words importing the singular include the plural and vice-versa;
        2. words importing any gender include the other genders;
        3. headings are for ease of reference only and do not effect the construction of this Constitution.
   • The Society is established for the purpose set out in this Constitution.

NAME

2. The name of the Society shall be “ʻATENISI INSTITUTE Incorporated”.

REGISTERED OFFICE

3. The registered office of the ʻATENISI INSTITUTE shall be situated at Nuku'alofa or such other address as the ʻATENISI INSTITUTE may from time to time nominate. Due notice of every change of office shall be given to the Registrar.

OBJECTS

4. The objects of the ʻATENISI INSTITUTE shall be:
   1. To foster, develop, extend and govern Tertiary Education in the ʻATENISI INSTITUTE within the Kingdom of Tonga and in pursuance of this objective to approve the remuneration of officials and employees in the Institute under those circumstances where the Society feels such remuneration is necessary or desirable for the general good of Tertiary Education in the Kingdom of Tonga.
   2. To foster excellence, equity and ethics in learning, teaching, research and scholarship, and in so doing serve our regional, national and international communities.
   3. Commitment to the development of students, with the vision that embraces academic, professional, vocational and community education and research, to an internationally respected standard.
   4. To effect equitable opportunities and outcomes for the diverse communities the Institute serves.
   5. To maintain a healthy and dynamic work environment for staff that nurtures contribution, innovation and development.
   6. To conduct research which informs, and is informed by, learning, teaching and professional practice.
   7. To develop local and international partnerships with communities, professions, businesses and other educational providers.
   8. To ensure prudent use of public resources and maintain the ongoing viability of the Institute.
   9. To generate additional resources through teaching, research and consultancy to support the achievement of the goals of the Institute.
   10. To provide students with high quality, challenging and personally enriching learning experiences that develop capability, opportunity and lifelong career potential.
   11. to bring together the Members, Affiliates and others for the purpose of achieving the above.
   12. All the income and property of the Society shall be applied solely towards the promotion of the objects of the Society set forth in this Constitution, and the Society has no power to pay or transfer any portion thereof, directly or indirectly, to the Members or Affiliates except for grants of income for the purpose of carrying out the objects herein.
   13. To operate, administer and develop the ʻATENISI INSTITUTE in a manner and form consistent with, and in recognition of, the legacy of the founding member ‘Ilaisa Futa-‘i-Ha‘angana Helu. The objects herein and the execution thereof as guiding principles of the ʻATENISI INSTITUTE shall be adhered to insofar as they are consistent with the legacy and fundamental principles of the founding member. (See Attachment A).

POWERS

5. To be better able to carry out its objectives the Society shall have the following powers:
   1. To purchase, take on lease or exchange hire or otherwise acquire any real or personal property or any rights and privileges in connection therewith and to hold, improve, manage, develop, let or lease, sell, exchange or otherwise dispose of any such property rights or privileges.
   2. To construct, build, alter, improve, enlarge, pull down, remove or replace any buildings or other improvements which may be in upon and about any of the real or leasehold property of the Society.
   3. To borrow or raise money in such manner as the Society may think fit and to secure the repayment thereof by the issue of debentures or by mortgage or charge upon the whole or any part of the property or assets of the Society (whether present or future) and to purchase, redeem or pay off any such securities.
   4. To lend and advance money or to give guarantees or become surety for the payment of moneys for the performance of the contracts or obligations of any Affiliated Body, Association or Member.
   5. To accept of refuse donations, subscriptions, legacies, conveyances and endowments either of money or of property both real and personal and either absolutely or conditionally or in trust and to apply the same or the income thereof for any of the objects of the Society or for any special object that the ʻATENISI INSTITUTE may determine;
   6. To invest and deal with the moneys of the Society not immediately required in such a manner as may from time to time be determined and in particular to invest the same on mortgage or purchase of real, leasehold or personal property or securities or by depositing the same with any bank at interest and such investments from time to time may vary.
   7. To do any or all of the acts aforesaid or exercise all or any of the powers conferred upon the Society jointly with any person, partnership, corporation company or Society and to become jointly or severally liable with such person, partnership, corporation, company or Society (whether incorporated or otherwise) on any contract or obligation in connection therewith.
   8. Subject to the rules herein, to make and/or adopt rules and/or by-laws for the management, control and regulation of the Society and the Members of the Board and employees, and to make and/or adopt rules and/or by-laws for the management, operation and administration of the Institute in the Kingdom of Tonga.

MEMBERSHIP

6. 1. The number of Members for the Society is unlimited, and the Members shall consist of:
      1. Membership in the following four classes:
      1. Members;
      2. Affiliates;
      3. Honorary Members;
      4. Life Members;
      2. Notwithstanding the foregoing, it shall be acknowledged at all material times that the Founder of the ʻATENISI INSTITUTE is ʻIlaisa Futa-ʻi-Haʻangana Helu and that his position as a Member is regarded as an Honorary Life Member of the ʻATENISI INSTITUTE.
      3. It shall be recognized that, in the event of the death or incapacity of ʻIlaisa Futa-ʻi-Haʻangana Helu, ʻIlaisaane Sisiʻuno Helu-Langi shall succeed ʻIlaisa Futa-ʻi- Haʻangana Helu and be a Member of the ʻATENISI INSTITUTE and shall have all the rights afforded the Founder as set out hereunder. It shall further be recognized that, in the event of the death or incapacity of ʻIlaisaane Sisiʻuno Helu-Langi, Niulala Vakaola Helu shall succeed ʻIlaisaane Sisiʻuno Helu-Langi and be a Member of the ʻATENISI INSTITUTE and shall have all the rights afforded the Founder as set out hereunder. In the event of the death or incapacity of both ʻIlaisaane Sisiʻuno Helu-Langi and Niulala Vakaola Helu, a member of the immediate family of the Founder, to be nominated by the Founder’s immediate family, shall succeed ʻIlaisa Futa-ʻi-Haʻangana Helu and be a Member of the ʻATENISI INSTITUTE and shall have all the rights afforded the Founder as set out hereunder.
      4. The classes of member shall have the rights respectively afforded to them by this Constitution.
   2. The Members shall be:
   1. the subscribers to this Constitution (“the Subscribers”); and
   2. any other persons, corporations or organizations (incorporated or not incorporated) who or which the Board recommends for admission to Membership in accordance with this Constitution, which recommendation shall be considered and determined at an Annual General Meeting or Special Meeting.
   3. Qualification of Members
   1. Any person or body (whether incorporated or not incorporated) in accordance with these Rules or By-Laws of the ʻATENISI INSTITUTE, registers their application in writing with the ʻATENISI INSTITUTE in any calendar year to participate in any Annual General Meeting or Special Meeting, which person or body is recommended by the Board of Directors to be considered at an Annual General Meeting or Special Meeting, may apply to be a Member of the ʻATENISI INSTITUTE.
   4. Qualification of Affiliates
   1. Any body (whether incorporated or unincorporated) which has developed or organized a structure for the administration of an Educational Institute or any legal entity which has contained in its Charter, Constitution, Rules or By-Laws provision for endowment and charitable objectives for the betterment of education, in Vavaʻu, Haʻapai, ʻEua, the Niuas or overseas, may apply to be an Affiliate of the ʻATENISI INSTITUTE.
   2. The participants at an Annual General Meeting or Special Meeting may in their discretion at any time cancel Membership of any Affiliate.
   3. Each Affiliate Member shall adopt such rules and by-laws, not being inconsistent with these Rules, for the management of its affairs and the appointment and the duties of its officers as it may consider necessary but before any such rule and by-laws, or any addition or amendment thereto shall be enforceable or effective the same shall be approved by the participants at an Annual General Meeting or Special Meeting.
   4. The participants at an Annual General Meeting or Special Meeting may require any Affiliate Member to adopt or change any rule or rules if in the interest of the ʻATENISI INSTITUTE, it thinks fit to do so and the Affiliate Member shall act accordingly.
   5. Qualification of Life Member
      • Any person who having completed at least a minimum number of years continuous service, or such service deemed appropriate by the Board of Directors and endorsed by Annual General Meeting, as an employee and/or Office Holder of a Member, Affiliate or Honorary Member of the ʻATENISI INSTITUTE.
   6. Qualification of Honorary Member
      • Any person or body (whether incorporated or unincorporated) who are involved directly or indirectly in the administration of Education in Tonga or overseas may apply to be an Honorary Member of the ʻATENISI INSTITUTE.
   7. Application to be a Member, Affiliate or Honorary Member
      1. An application to be a Member, Affiliate or Honorary Member of the ʻATENISI INSTITUTE:
         1. shall be made in writing in such form as the ʻATENISI INSTITUTE may determine;
         2. shall specify whether the applicant seeks to be admitted as a Member, Affiliate or Honorary Member;
         3. shall be lodged with the Secretary of the Board of Directors for the ʻATENISI INSTITUTE;
         4. The Secretary shall refer the application to the next meeting of the Board of Directors which application shall be referred to the Annual General Meeting or Special Meeting for consideration.
         5. If the application is approved the Secretary shall notify the applicant of that approval and request the applicant to pay within one month any amounts payable hereunder as an entrance fee or annual subscription, providing such fee or subscription is not prohibitively high. Upon payment by the applicant of any amounts required to be paid hereunder, or in accordance with the By-Laws of ʻATENISI INSTITUTE, the Secretary shall enter the applicant's name in the register of Members and, upon the name being entered, the applicant becomes a Member, Affiliate or Honorary Member as appropriate.
   8. Ceasing to be a Member, Affiliate or Honorary Member
      • A Member, Affiliate or Honorary Member ceases to be a Member, Affiliate or Honorary Member if he, she or it resigns under Article 6.9 or is expelled from the ʻATENISI INSTITUTE under Article 21 herein.
   9. Resignation
      • A Member, Affiliate or Honorary Member who has paid all amounts (if any) payable in respect of its Membership of the ʻATENISI INSTITUTE may resign from the ʻATENISI INSTITUTE by giving not less than one month's notice in writing to the Secretary of their or its intention to resign and upon the expiration of the period of notice, the Member, Affiliate or Honorary Member ceases to be a Member, Affiliate or Honorary Member.
        Where a Member, Affiliate or Honorary Member resigns, the Secretary shall make an appropriate entry in the register of Members recording the date of resignation.
   10. In the case of any Member, Affiliate or Honorary Member whose subscription is in arrears and unpaid for more than three years from the date prescribed by the Board of Directors, the Secretary shall cause to be sent to the last address of the Member, Affiliate or Honorary Member, a notice requiring payment within one month and failing such payment the Member, Affiliate or Honorary Member shall cease to be a member of the ʻATENISI INSTITUTE and shall be so advised in writing by the Secretary. Such Member, Affiliate or Honorary Member may be reinstated by a resolution at an Annual General Meeting or Special Meeting upon terms to be decided by the Meeting.

OFFICERS

7. 1. The Officers of the ʻATENISI INSTITUTE shall be:
      1. President (elected at the Annual General Meeting).
      2. Vice President (elected at the Annual General Meeting).
      3. Chairman of the Board of Directors (elected at the Annual General Meeting).
      4. Vice Chairman of the Board of Directors (elected at the. Annual General Meeting).
      5. Secretary (elected at the Annual General Meeting).
      6. Three Directors of the Board (elected at the Annual General Meeting).
      7. Any further Directors or Officers that may be elected by Annual General Meeting.
   2. Nominations for officers may be made by any Member and must be in writing and lodged with the Secretary no later than twenty-one (21) days before the date set for the Annual General Meeting.
   3. All Officers shall vacate their posts at the Annual General Meeting at which the Constitution is ratified but may stand for re-election.
   4. The President shall preside at the Annual General Meeting of the ʻATENISI INSTITUTE, in his absence the Vice President and in the absence of both such other officer of the ʻATENISI INSTITUTE as those present may appoint to preside.
   5. Vacancies in any of the offices of the President, Vice President or elected Members of the Board of Directors may be filled by appointment of the Board of Directors, subject to the appointment being confirmed at the next Annual General Meeting.

BOARD OF DIRECTORS

8. Membership of the Board of Directors:
   1. On 16 July 2008, the Founder devolved the directorship of ʻATENISI INSTITUTE to an interim Board of Directors. (See Attachment B) Until a Board of Directors is selected and empowered under these Rules, the interim Board of Directors shall be recognized as director of ʻATENISI INSTITUTE, and directives and documents signed by its appointed officers shall be binding. Moreover, these Rules may not be implemented until the interim Board of Directors devolves its powers in conformity with these Rules.
   2. The Board of Directors shall consist of the Chairman, Vice Chairman, Directors (or Officers appointed in accordance with clause 6.1 herein), and Secretary elected at the Annual General Meeting. Notwithstanding the foregoing, the President and Vice President may participate in Board of Directors' meetings.
   3. Members of the Board of Directors must exercise their discretion and vote independently and impartially of any association he or she has with the Society.
   4. The Board of Directors may, by a majority of those entitled to vote, expel any officer of the ʻATENISI INSTITUTE who in their opinion has during the previous six months brought the ʻATENISI INSTITUTE into disrepute. No person who is the subject of such a motion under this rule shall be entitled to vote on such a motion.

BUSINESS OF THE BOARD OF DIRECTORS

9. 1. The Board of Directors:
      1. shall meet at least twice annually
      2. shall manage the funds and affairs of the ʻATENISI INSTITUTE
      3. shall be responsible for implementing the policy of the ʻATENISI INSTITUTE and for making all administrative decisions, and
      4. incur such liabilities and do such acts as it deems necessary or expedient for carrying into effect the objects of the ʻATENISI INSTITUTE.
   2. Meetings of the Board of Directors may be convened by the Chairman or by any two elected Board Members, but no particular form of notice shall be necessary so long as it specifies the business in general terms.
   3. The Board of Directors may delegate any of its functions to any Director or authorized person. The functions delegated to any Director or authorized person shall be, but not limited to, any of the following:
      1. shall take responsibility for the implementation of the agreed strategic plan and policies.
      2. Maintain and develop relationships with sponsors, charitable institutions, donors, and the media.
      3. Discuss and negotiate on behalf of the Board of Directors appropriate terms and conditions for commercial arrangements that are in the best interests of the ʻATENISI INSTITUTE.
      4. Be responsible for staff, and conditions of employment and performance management.
      5. Attend all the meetings of the ʻATENISI INSTITUTE and ensure the keeping of Minutes of the proceedings, the reading and filing of all communications and other papers, the issuing of notices of meetings when directed, and the conducting of the correspondence of the ʻATENISI INSTITUTE.
      6. Collect and account for all dues and funds, and disburse all moneys of the ʻATENISI INSTITUTE under the authority of the Board of Directors.
      7. Attending as representative of the ʻATENISI INSTITUTE to national, regional and international meetings for Educational purposes with such other Members designated by the Board of Directors.
      8. Any other duties as are determined by the Board of Directors from time to time.
   4. The Board of Directors may form sub-committees for particular purposes and may co-opt Members to such sub-committees. Any decision of such sub-committees shall be subject to ratification by the Board of Directors.
   5. A resolution of the Board of Directors may be vetoed at any time by the founding member if it is considered not in the best interests of the ʻATENISI INSTITUTE and does not conform to the legacy and purposes with which the ʻATENISI INSTITUTE was originally established.

FINANCES OF THE ʻATENISI INSTITUTE

10. 1. The financial year of the ʻATENISI INSTITUTE shall commence on the first day of January and close on the last day of December in each year.
    2. The Bankers of the ʻATENISI INSTITUTE shall be the bank or banks decided by the Board of Directors from time to time.
    3. All the moneys belonging to or received by the ʻATENISI INSTITUTE shall be paid to the bank account of the ʻATENISI INSTITUTE; notwithstanding, each established component of the Institute – i.e., the University, the High School, and the Performing Arts Foundation – may, for its own purposes consistent with these Rules, separately collect funds, maintain its own ledger, and retain its own bank accounts.
    4. All accounts must be passed for payment by the Board of Directors or a duly appointed sub-committee thereof.
    5. The Board of Directors, at its firstmeeting following the Annual General Meeting each year, shall appoint from amongst the Board four signatories for the ʻATENISI INSTITUTE cheque account. All cheques must be signed by any two signatories.
    6. The book of accounts of the ʻATENISI INSTITUTE shall be audited by the Auditor who shall have the power to call for the production of all books, papers, accounts, and documents relating to the affairs of the ʻATENISI INSTITUTE at any time.
    7. Subscriptions must not be prohibitively high in cost. They will be payable by each Member annually and shall be due and payable by the first of February each year, or at a time prescribed by the Board of Directors. In the event of non-payment of subscriptions by the due date the defaulting Member shall cease to have a voice or vote at the Annual General Meeting or any Special Meeting of the ʻATENISI INSTITUTE until such time as the outstanding subscriptions have been paid.
    8. The amount of subscriptions shall be determined by Annual General Meeting or Special Meeting no later than the last day of November each year preceding the next Annual General Meeting, or such time to be determined by the Annual General Meeting or Special Meeting.

VOTING

11. Voting at the Annual or Special Meetings of the ʻATENISI INSTITUTE shall be as follows:
    1. At the commencement of an Annual General Meeting in which this Constitution is endorsed and ratified by the signatories hereunder, the Members hereto shall be entitled to one vote each.
    2. All Members who have paid their annual subscription fees in the Calendar year preceding the next AGM, shall also have one vote.
    3. All Affiliates, Honorary Members and Life Members, or their appointed delegates who are entitled to attend Annual General Meetings and Special Meetings, shall not have any voting rights at the said meetings.
    4. The Founder, formerly referred to as an Honorary Life Member at clause 6.1.2 herein, ʻIlaisa Futa-ʻi-Haʻangana Helu together with his successor or heir shall have the exclusive right to an overriding vote, or right of veto on any resolution approved by any Annual General Meeting or Special Meeting.

DELEGATES

12. 1. On the appointment of any delegate or delegates to the Annual and Special Meetings of the ʻATENISI INSTITUTE, notice thereof and any rescission or alteration, as the case may require, shall be forwarded to the Secretary or any Member of the Board in writing, and until receipt of such notice no person claiming to be a delegate shall be recognized as such, and until notice of such rescission or alteration is received by the Board of Directors, any previous appointment shall be deemed to be still in force.
    2. The Board of Directors shall not be concerned to inquire into the regularity of any appointment of any delegate, unless such appointment is challenged within one month of the receipt of such written notice by the Secretary or any Member of the Board.

QUORUM

13. The quorum of the Board of Directors shall be the number equal to one half of the number of Members elected at Annual General Meeting, and the quorum of any Annual Meeting, or Special General Meeting, shall be a number equal to one third of the number entitled to be present.

MEETINGS

14. A meeting of the ʻATENISI INSTITUTE and/or of the Board of Directors shall be held at such place as the Board of Directors may from time to time decide.

ANNUAL GENERAL MEETINGS

15. 1. The Annual General Meeting of the ʻATENISI INSTITUTE, which is the highest decision making body of the ʻATENISI INSTITUTE, shall be held within the last two weeks of the month of March in each calendar year to receive the report and audited balance sheet of the Board of Directors for the preceding year and to elect officers. The report of the Board of Directors and the report of the financial statement of the Board shall be forwarded to each Member, Affiliate, Honorary Member or Life Member at least 14 days before the Annual Meeting.
    2. Each Affiliate shall supply to the Board of Directors if required, a copy of its Annual Report and Balance Sheet, together with a list of officers for the ensuing year, within seven days of the Annual Meeting.
    3. The President, Vice President, together with Members of the Board of Directors and a Member, or any Affiliate, Honorary Member or Life Member, or their appointed Delegate shall attend to transact the business of the Annual Meeting or any Special Meeting, introduce any extraordinary business provided not less than two weeks written notice thereof shall have been given to the Secretary or any Director of the Board.
    4. In order to promptly respond at a pivotal moment to a developing challenge confronting the Institute, the Founder may postpone the Annual General Meeting for up to six months and, on reasonably short notice, convene a Special General Meeting to act in its place.

SPECIAL GENERAL MEETINGS

17. 1. A Special General Meeting of the ʻATENISI INSTITUTE shall be convened by the Secretary or any Director” of the Board on receipt of a written request specifying the objects of such meeting, signed by three Members of the Board of Directors, or by at least three Members or when requested so to do, by the Board of Directors.
    2. All Special General Meetings shall be called by circular addressed to each member of the Board of Directors and Member, after seven days notice being given. A notice stating the business to be brought before any Special General Meeting shall be forwarded to each member of the Board of Directors and Member, at least seven days before the date of the meeting except in the case of business deemed by the President to be urgent, in which case such reasonable notice shall be given as the President thinks fit.

ALTERATIONS TO RULES

18. These Rules shall not be altered, varied, rescinded or added to except by a majority of at least 75% of the persons attending and entitled to vote at an Annual General Meeting or a Special Meeting.

SEAL

19. The Seal of the ʻATENISI INSTITUTE shall be kept at the registered office and any person authorized by the Board of Directors shall affix the same to such documents as the Board of Directors from time to time directs.

MISCONDUCT

20. 1. For the purpose of these Rules, “misconduct” includes conduct which would be considered by an informed and impartial observer to be improper behaviour in that it hindered or unduly detracted from the ʻATENISI INSTITUTE's fulfilment of its constitutional functions, or tends to bring the ʻATENISI INSTITUTE into disrepute.
    2. In the event of any misconduct during the previous six months by any Member, Official, Student or Employee whilst under the control of ʻATENISI INSTITUTE, the Board of Directors may hold an enquiry and accord such punishment as it deems appropriate, including suspensions or disqualification from involvement in the ʻATENISI INSTITUTE, and the decision of the Board of Directors shall be binding on all persons concerned.
    3. In addition to the foregoing, the Board of Directors shall have the powers:
       1. to suspend or cancel the affiliation of any Affiliate and to suspend or disqualify any Member, for a breach of these Rules, or for doing anything over the previous six months which in the opinion of the Board of Directors has brought discredit upon the ʻATENISI INSTITUTE.
       2. to suspend or disqualify any officials of any Affiliate for any breach of these Rules or for doing anything which in the opinion of the Board of Directors may bring discredit upon the ʻATENISI INSTITUTE.
    4. Notwithstanding the foregoing, the Board of Directors may delegate the functions prescribed above to a properly constituted sub-committee in accordance with article 8.4 herein, to examine any breach of rules of the ʻATENISI INSTITUTE, or any breach of by laws approved from time to time by the Board of Directors.

FORFEITURE OF SEAT

21. The seat of any Officer of the ʻATENISI INSTITUTE shall be forfeited if he votes on any contract, or work done for the ʻATENISI INSTITUTE with which he is connected, or which he is financially interested.

APPEALS

22. The Board of Directors shall be a Board of Final Appeal for all Officials, Employees, or Students to decide upon all questions of dispute between Members relating to the ʻATENISI INSTITUTE or the management of the affairs of any Affiliate. All appeals shall be conducted in accordance with such by-laws as the Board of Directors may from time to time lay down.

PECUNIARY GAIN

23. 1. No Officer or Member of the ʻATENISI INSTITUTE shall derive any pecuniary gain from any property or the operations of the ʻATENISI INSTITUTE except as a salaried officer or in accordance with these Rules or any by-laws made under them.
    2. The ʻATENISI INSTITUTE may from time to time make such by-laws as it thinks fit governing the payment of fees and other payments to any person.
    3. The Board of Directors may from time to time authorize such reasonable payments as it thinks fit to reimburse any member of the Board of Directors or any other authorized person in the administration of the ʻATENISI INSTITUTE's affairs.

DISSOLUTION

24. In the event of the dissolution by the Registrar or winding up of the ʻATENISI INSTITUTE, the Board of Directors shall realize the assets and shall pay all the liabilities of the ʻATENISI INSTITUTE. The surplus funds, if any, shall be used towards a fund enabling scholarships for recent graduates of Tongan high schools wishing to study at universities overseas.

AUDITOR

25. The Board of Directors may from time to time appoint an auditor or auditors to inspect the books and provide assessment of the financial reports of the ʻATENISI INSTITUTE, to be delivered to all persons attending the Annual General Meeting.

AWARDS

26. 1. The ʻATENISI INSTITUTE may at Annual General Meetings confer upon suitable persons any award or may confer accreditation and may make to those persons such presentation or accord to them such privileges as it thinks fit.
    2. The Board of Directors may from time to time by resolution confer upon suitable persons other Awards and may make to them such presentations or accord to them such privileges as it thinks fit, the Awards being designed for the appropriate recognition of and the extension of protocol to any person.

ATTACHMENT A

Agenda, objects, and vehicles of ʻATENISI INSTITUTE consistent with the fundamental principles of the Founder are as follows:

AGENDA

• To foster the development of critical skepticism, intellectual autonomy, rationality, logical analysis, and, where appropriate, scientific methodology in the Pacific Islands;
• To foster the development of autonomous institutions in the Pacific Islands, specifically intellectual independence from religious and political institutions;
• To deepen appreciation of European civilization among the people of the Pacific Islands, including improving their proficiency in the English language and their appreciation of European literature, drama, music and opera;
• To deepen global appreciation of the wisdom and art of the people of the Pacific Islands.

OBJECTS

• To offer secondary and tertiary instruction based in the traditional disciplines within the natural sciences, social sciences, humanities, and arts, with an emphasis on the interaction between theory and practice in these disciplines;
• To assist professional proficiency by pointing secondary and tertiary education towards the eventual attainment of postgraduate and professional degrees;
• To maintain discrete colleges of both the Performing Arts and Arts & Sciences, to be supplemented, when appropriate, by discrete colleges instructing technology, applied science, commerce, and the vocational trades.

VEHICLES

• To regard philosophy as the mother of theory guiding the traditional disciplines;
• Exclude academic courses confined to subcultures defined by gender, race, religion, or sexual orientation;
• Forbid dedicated religious spaces on its property and – except as invited to grace a specific public event – religious exercises of any kind;
• Permit the established components of the Institute – i.e., the University, the High School, and the Performing Arts Foundation – to operate autonomously within the Institute as a means of guaranteeing academic and artistic freedom.

ATTACHMENT B

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