Constitution

Adoption of the Constitution

Dates of General Meetings

The Constitution

The By-Laws

First General Meeting:

(Singapore)

24-26 October 1979

Second General Meeting:

(Australia)

26-28 October 1982

Third General Meeting:

(New Zealand)

21-22 November 1985

Fourth General Meeting:

(Malawi)

31 August 1988

Fifth General Meeting:

(Papua New Guinea)

27 November 1991

Sixth General Meeting:

(Tanzania)

21 September 1994

Seventh General Meeting:

(Samoa)

1 September 1997

Eighth General Meeting:

(India)

27 November 2000

Ninth General Meeting:

(Malaysia)

Tenth General Meeting:

(Mauritius)

7 December 2003



13 August 2006

ESTABLISHMENT AND NAME

1.

The Commonwealth Association of Tax Administrators (hereinafter referred to as "the Association") is hereby established.

OBJECTIVES AND ACTIVITIES

2.

The purpose of the Association is to promote the improvement of tax administration in all its aspects within the Commonwealth with particular emphasis o­n developing countries. To this end the activities of the Association may include:

(a) holding meetings of technical and
administrative personnel in tax
administration for the exchange of
ideas and experiences;

(b) organising seminars, workshops and
training courses o­n aspects of tax
administration;

(c) collecting, analysing and
disseminating information o­n tax
administration;

(d) providing directly or collaborating with, and generally facilitating, the work of bilateral and multilateral agencies providing technical assistance and research facilities in the field of tax administration:

(e) generally carrying out functions related to the overall improvement of the capabilities of tax administrations through functional co-operation between and among Commonwealth countries.

3.

The Association shall not adopt any resolution or make any public announcement concerning the tax policy of any country.

MEMBERSHIP

4.

Membership of the Association shall be open to all Member countries of the Commonwealth and also to States Associated with, and the dependencies of such countries. By-Laws made under this Constitution may determine the mode of representation of such states and dependencies.

4A.

# Countries not members of the Commonwealth or States Associated with or the dependencies of such countries, may be invited to become Associate Members of the Association. By-Laws made under this Constitution may determine the mode of representation of such Associate Members.

# New Article inserted by resolution passed at the Special General Meeting in Zambia 2004

5.

The Finance Minister or other appropriate authority in each Member country shall from time to time designate the Member’s representatives to the Association.

5A.

* Each Member’s representative shall appoint and notify to the Secretariat within thirty days of the General Meeting, the name and designation of his country’s Correspondent.

* New Article inserted by resolution passed at the Seventh General Meeting

6.

** A member may withdraw from the Association by giving twelve months’ notice in writing to the Executive Director. Where such notice of withdrawal is accepted by the

** New Article substituted by resolution passed at the Fourth General Meeting

Management Committee, any unpaid membership subscriptions may be written off under the authority of the Management Committee. A member country of the Commonwealth may be readmitted as a member of the Association under such terms and conditions as the Management Committee may consider necessary.

6A.

+ With effect from 1 July 1989, where a Member is in arrears of its annual subscriptions for two financial years or more, the Management Committee is authorized to suspend all facilities which are available to Members of the Association.

+ New Article inserted by resolution passed at the Fourth General Meeting

++ In this Article, subscriptions shall be deemed to be in arrears for any financial year if remaining unpaid at the end of that financial year.

++ Inserted by resolution passed at the Sixth General Meeting

GENERAL MEETINGS

7.

The Association shall ordinarily meet at least o­nce in every three years. Where the circumstances so require, an extra-ordinary meeting shall be convened upon a request in writing addressed to the Executive Director and signed by not less than o­ne-third of the Members of the Association, or upon a resolution of the Management Committee passed in accordance with this Constitution.

8.

The General Meeting shall govern the affairs of the Association, and issue guidelines to the Management Committee established under this Constitution for the general operation and management of the Association’s activities. In addition to such other powers as are conferred upon it elsewhere in this Constitution, the General Meeting shall have power to:

(a) approve, vary and confirm the minutes of the previous General Meeting;

(b) * elect the Chairman, members of the Management Committee and Regional Directors in accordance with this Constitution.

* Substituted by resolution passed at the Seventh General Meeting

(c) receive, consider and adopt, with or without modification, a report from the Management Committee o­n the activities of the Association since the last General Meeting, incorporating audited annual accounts for each year under review which shall be certified by the Association’s auditors;

(d) approve or vary the future work programmes and annual estimates or plans of income and expenditure as recommended by the Management Committee;

(e) resolve any points of difficulty referred to it by the Management Committee;

(f) delegate to the Management Committee such authority as the General Meeting deems fit to facilitate the operation of the Association’s affairs in the interval between General Meetings;

(g) enter into such arrangements with the Commonwealth Secretary-General as may promote the achievement of the objectives of the Association, and to vary the same from time to time;

(h) appoint and terminate the services of the Association’s auditors.

9.

There shall be a President of the Association who shall be elected by the General Meeting and hold office (so long as he remains o­ne of his country’s representatives) until a new President is elected at the following General Meeting. A President shall not ordinarily be re-elected for a consecutive term.

10.

The President of the Association shall preside over General Meetings.

11.

The Executive Director shall whenever practicable give at least six months notice to all Members of the dates and venue of a General Meeting.

12.

The quorum for a General Meeting shall be o­ne-third of the membership of the Association.

13.

Decisions at General Meetings will normally be taken o­n the basis of consensus, but if necessary a decision may be taken by a simple majority of those Members present and voting. Each Member shall have o­ne vote.

MANAGEMENT COMMITTEE

14.

The management of the business of the Association, subject to such directives as may be given by the General Meeting, shall vest in a Management Committee constituted as hereinafter provided, which shall hold office between General Meetings.

15.

The Management Committee shall comprise fourteen* members and shall be elected by the General Meeting from the Members of the Association, o­ne of whom will be elected by the General Meeting to provide the Chairman of the Management Committee. The President of the Association shall not be eligible to serve as Chairman or other member of the Committee. The Executive Director shall act as the secretary to the Committee.

* As amended by resolution passed at the Fifth General Meeting

16.

In determining membership of the Management Committee, the General Meeting so far as is practicable shall ensure that it reflects the nature and diversity of the Commonwealth.

17.

The Management Committee shall meet o­n the occasion of each General Meeting and shall ordinarily meet o­nce in every year between General Meetings. The Management Committee shall also meet when requested by notice in writing addressed to the Executive Director given by not less than three members of the Committee. Meetings of the Management Committee shall be held at such time and place as the Committee shall decide. The quorum for meetings of the Management Committee shall be six+.

+ As amended by resolution passed at the Fifth General Meeting

18.

The Management Committee shall, subject to the general control and direction of the General Meeting:-

(a) convene General Meetings and establish their provisional agenda, and the dates and venues of such meetings;

(b) present a report to the General Meeting reviewing the activities undertaken by the Association since the preceding General Meeting;

(c) circulate such other reports to Members o­n the activities of the Association as it thinks fit or as may be called for by the General Meeting;

(d) plan and propose the work programme for the Association for consideration by the General Meeting;

(e) receive and manage funds o­n behalf of the Association;

(f) present a financial report, including audited annual accounts for the years under review and the provisional budget for the following years, for consideration by the General Meeting;

(g) implement the Association’s work programme as approved by the General Meeting, with such authority to modify the approved budget in the light of the unforeseen circumstances as the General Meeting may from time to time determine;

(h) appoint the Executive Director and fix the remuneration and other terms and conditions of employment of the Executive Director and any other staff of the Secretariat;

(i) do all other acts as appear to be necessary or fitting to be done in order to carry into full operation and effect the objectives of the Association.

19.

Decisions of the Management Committee will normally be taken by consensus but if necessary may be made by a simple majority of members present and voting. Each member shall have o­ne vote.

20.

The Management Committee may, if it thinks fit, transact any business by the circulation of papers and a decision approved in writing by a majority of its members shall have the same effect as if it had been made at a meeting of the Management Committee.

SECRETARIAT

21.

The General Meeting may establish a Secretariat with such staff as it may determine.

22.

The Secretariat shall have such duties as may be assigned to it by the General Meeting and shall conduct the day-to-day affairs of the Association under the direction of the Management Committee.

22A.

* In order to assist in the conduct of day-to-day work of the Secretariat, Regional Directors and Country Correspondents shall be elected or appointed, as the case may be, to operate as extension arms of the Secretariat and shall perform such functions and carry out such duties as may be assigned to them from time to time by the Management Committee through a general or special order.

* New Article inserted by resolution passed at the Seventh General Meeting

23.

In addition to such other duties as he may have under this Constitution, the duties of the Executive Director shall be:-

(a) to administer the day-to-day business and affairs of the Association;

(b) to keep the accounts of the Association and operate within the authorised budget:

(c) to prepare and issue the publications of the Association;

(d) to maintain relations with Members of the Association;

(e) to prepare and circulate documents for General Meetings and for meetings of the Management Committee;

(f) to present to the Management Committee each year an audited annual statement of account;

(g) to carry out such other duties as may from time to time be required by the General Meeting or the Management Committee.

24.

The headquarters of the Association shall be in London or in such other place as the General Meeting may from time to time determine.

FINANCE

25.

The funds of the Association shall comprise:

(a) Annual membership subscriptions comprising a basic contribution and an additional levy both of which may from time to time be determined by a General Meeting;*

(b) voluntary contributions from Members in addition to their subscriptions;

(c) grants, special contributions and other forms of income from such private foundations, inter-national agencies and other bodies as the Management Committee shall approve.

26.

The funds of the Association shall be applied exclusively to the purposes of the Association.

27.

The financial year of the Association shall, until otherwise determined by the General Meeting, end o­n the thirtieth day of June.

BY LAWS

28.

# The General Meeting may make by-laws within the framework of this Constitution for the furtherance of the objectives of the Association. Without prejudice to the generality of the foregoing, such by-laws may provide for:-

# As amended by resolution passed at the Second General Meeting

(a) a system of rotation of membership of the Management Committee having regard to the desirability of broad regional representation;

* As amended by resolution passed at the Second General Meeting

(b) financial matters, including keeping of accounts and their audit;

(c) the filing of vacancies o­n the Management Committee between General Meetings;

(d) the appointment of an interim President in the event of the retirement or incapacity of the elected President;

(e) the keeping; circulation and approval of Minutes of the General Meetings and of the Management Committee;

(f) procedures for the conduct of General Meetings and meetings of the Management Committee and the giving of notices in connection with such meetings;

(g) the participation in the affairs of the Association at General Meetings or otherwise of observers and other interested parties.

(h) # The Management Committee shall be empowered to approve any country to be an Associate Member of the Association, and to frame the rules regarding the rights and obligations of such Associate Members. The Management Committee shall also prescribe the procedure for such membership.

The Management Committee shall consult with and obtain the approval of the Commonwealth Secretariat before admitting an Associated Member.

# New Article inserted by resolution passed at the Special General Meeting in Zambia, 2004

AMENDMENT OF CONSTITUTION

29.

This Constitution shall not be amended except at a General Meeting of the Association, and such amendment shall not be valid unless not less than two- thirds (being not less than o­ne-half of the total membership of the Association) of those members represented at the General Meeting vote in favour of the amendment proposed.

30.

An amendment to this Constitution may be proposed by the Management Committee or by a member and must be notified to the Executive Director not less than four months before the date of the General Meeting at which it is to be considered. The Executive Director shall circulate the notice to all Members forthwith.

DISSOLUTION

31.

The Association shall not be dissolved except by a resolution passed by the General Meeting by the affirmative vote of not less than two-thirds of the Members present and voting, and shall not take effect unless and until the resolution has been approved by a Meeting of Commonwealth Finance Ministers.

32.

The dissolution of the Association may be proposed by the Management Committee or by any Member and the proposal shall be notified to the Executive Director not less than four calendar months prior to the General Meeting at which the proposal is to be submitted. The Executive Director shall circulate the proposal to all Members forthwith.

33.

In the event of the dissolution of the Association any surplus funds shall be given or transferred to such other institution or organization, in any part of the Commonwealth, having objectives broadly similar to the Association, as shall be nominated at the General Meeting at which the decision to dissolve the Association was taken.

INTERIM ARRANGEMENTS

34.

The Chairman and members of the Management Committee elected by the meeting at which this Constitution was adopted shall hold office until the first empowered to take such action as may be necessary to initiate the activities for which this Association is established.

THE BY LAWS

(Adopted at the First General Meeting)

MEMBERSHIP OF ASSOCIATED STATES AND DEPENDENCIES

1.

For States Associated with, and the dependencies of Member countries of the Commonwealth, there shall be the following alternative forms of membership of the Association:

(a) such State or dependency may join the Association in its own right and shall pay the full annual membership subscription;

(b) a number of such States or dependencies may join the Association as a group which shall be treated as a single Member of the Association. The group shall collectively designate its representative to the Association under Article 5 of the Constitution and shall pay the full annual membership subscription.

ACCOUNTS

2.

(1) The Executive Director shall keep books of account and other books in relation thereto in respect of the Association’s funds, activities and property, and shall prepare statements of income and expenditure and the assets and liabilities of the Association every six months and at such other intervals as the Management Committee may from time to time require.

(2) The Management Committee shall appoint an independent auditor who shall, not less than o­nce in each financial year, examine, audit and report to the Committee o­n the accounts of the Association.

(3) The Executive Director shall lay before the auditor all books and accounts of the Association, with all vouchers in support thereof, and all documents in his possession in relation thereto, and the auditor shall be entitled to call for such information and explanation as he may require.

(4) The Management Committee shall determine and pay the remuneration of the Association’s Auditor.

CUSTODY OF FUNDS AND ASSETS

3.

(1) The Management Committee shall from time to time open and maintain in the name of the Association a banking account at such bank as it may determine, and shall pay all the funds of the Association into that account, or place the same o­n deposit with any banker.

(2) The signature of not less than two persons from among those persons authorised in that behalf by the Management Committee shall be required o­n all cheques and other payment orders issued o­n behalf of the Association.

(3) Cash disbursements will be voided as far as possible but the Management Committee may authorise the Executive Director to hold an accountable cash imprest and he will be held personally responsible for the proper use of such funds and for rendering accounts. Any loss of cash, negotiable documents or other assets shall be reported at o­nce to the Management Committee.

BUDGET

4.

(1) A budget covering the financial years between General Meetings shall be prepared initially by the Executive Director, and after examination by the Management Committee, be submitted with comments and recommendations to the General Meeting for approval.

(2) The Chairman of the Management Committee after consultation with such other members of the Management Committee as he may consider appropriate, may make transfers of credits within any given head in the Budget out of the total credits of that head, and may make transfers from o­ne head to another head.

(3) Should it prove necessary after a Budget has been approved to make provision for additional funds for unforeseen expenditure, the Executive Director shall prepare a supplementary Budget for consideration and approval by the Management Committee.

(4) A financial statement showing deviations from a Budget approved at a General Meeting shall be prepared by the Executive Director and shall be submitted by the Management Committee to the next General Meeting for approval, accompanied by such information and explanatory statements as may be necessary.

EXPENDITURE OF THE FUNDS

5.

The Executive Director shall not enter into any contractual or other obligation, involving the expenditure of the funds of the Association other than for expenditure authorised in an approved budget, without the prior approval of the Chairman of the Management Committee.

VACANCIES

IN THE MANAGEMENT COMMITTEE

6.

Where any vacancy occurs in the membership of the Management Committee, the remaining Members of the Committee shall appoint a temporary Member of the Management Committee to fill such vacancy until the next meeting of the General Meeting.

INTERIM PRESIDENT

7.

If the President of the Association dies or ceases to be a representative of his country while in office, the Management Committee shall appoint another person who is a designated representative of a country under Article 5 of the Constitution to be the interim President of the Association until the election of a President under the Constitution can be held.

MINUTES OF MEETING

8.

(1) The *Executive Director shall keep the minutes of the proceedings of all meetings of the General Meeting and the Management Committee and shall circulate them to all members of the Association or to all members of the Management Committee, as may be appropriate, as soon as possible after the conclusion of each meeting.

(2) Such minutes when confirmed shall be signed by the President or the Chairman of the Management Committee, as may be appropriate.

OBSERVERS

9.

The Management Committee may grant observer status for the purpose of attendance at General or other Meetings of the Association to such countries, organisations or individuals as it may consider appropriate.

*Note: By resolution passed at the Sixth General Meeting, the words "Executive Director" were substituted for the words "Executive Secretary" wherever these words had previously appeared in the Constitution and By Laws.