Arrangement of Provisions

1. Short title and
commencement.
2. Interpretation.
3. Establishment of the
Foundation.
4. Purposes of the Foundation.
5. Functions.
6. Powers.
7. Board of Directors.
8. Staff and other personnel.
9. Accounts and Annual
Report.
10. Income exempt from
taxation.
11. Protection from liability.
12. Delegation.
13. Regulations.


__________

2005, No.12


AN ACT to provide for the National Kidney Foundation of
Samoa. [27th
June 2005]

BE IT ENACTED by the Legislative Assembly of Samoa in
Parliament assembled as follows:

1. Short title and commencement –(1) This Act may be
cited as the National Kidney Foundation of Samoa Act 2005.
(2) This Act shall commence on the date of assent by the
Head of State.
(3) Notice of commencement of this Act shall be published
in Samoan and English in the Savali and one other newspaper
circulating in Samoa.
2005, No.12 National Kidney Foundation of Samoa 2005 13

2. Interpretation – In this Act, unless the context
otherwise requires:
“Board” means the Board of Directors established under
Section 7;
“Chief Executive Officer” means the Chief Executive
Officer of the Ministry of Health;
“Foundation” means the National Kidney Foundation of
Samoa established under Section 3;
“Government” means the Government of the Independent
State of Samoa;
“Minister” means the Minister of Health;
“Samoa” means the Independent State of Samoa.

3. Establishment of Foundation – (1) There is established
the National Kidney Foundation of Samoa.
(2) The Foundation is a body corporate with perpetual
succession, a common seal and is capable of -
(a) Acquiring, holding and disposing of real and
personal property;
(b) Suing and being sued; and
(c) Doing and suffering all the acts and things which
bodies corporate may lawfully do and suffer.
(3) The common seal may be affixed only;
(a) With the authority of the Board; and
(b) With a witnessing signature of a director or other
person where the director or other person is so
authorized in writing by the Board.

4. Purposes of the Foundation–(1) The Foundation’s
purposes are:
(a) To minimize the incidence in Samoa of kidney
related diseases and disorders and ill health
caused by or associated with such diseases and
disorders; and
(b) To assist persons in Samoa suffering from kidney
diseases and disorders and their families through
the provision of treatment, care, support,
education and information.
14 National Kidney Foundation of Samoa 2005 2005, No.12
(2) With the consent of the Minister, acting on the advice of
Cabinet, the Foundation may include in its purposes the
provision of treatment, care, support, education and information
to persons outside Samoa.
(3) In fulfilling its purposes the Foundation shall take into
account relevant Government policy as communicated to the
Foundation by the Minister or the Chief Executive Officer.
(4) For the purpose of removal of doubt, the purposes of the
Foundation are deemed a charitable purpose.
5. Functions-(1) The Foundation’s functions are:
(a) To raise funds in Samoa and elsewhere for the
purposes of the Foundation;
(b) The provision of preventive healthcare programs by
the Foundation or otherwise to minimize the
incidence of kidney related diseases and
disorders;
(c) The provision by the Foundation or otherwise of
treatments, care and support for persons with
kidney related diseases and disorders, including
but not limited to:
(i) Haemodialysis;
(ii) Peritoneal dialysis; and
(iii) Such other treatments, care and
support as the Board may determine from
time to time;
(d) The provision by the Foundation or otherwise of
healthcare education and information concerning
kidney related diseases and disorders, their
prevention, treatment and care;
(e) The conduct and publication by the Foundation or
otherwise of research concerned with or related
to the Foundation’s purposes; and
(f) Such other functions as the Minister, acting on the
advice of Cabinet, may approve in writing.
(2) In undertaking the functions under subsection (1) the
Foundation may:
(a) do so on such terms and conditions; and
(b) impose such fees and charges,
as the Board determines from time to time.
2005, No.12 National Kidney Foundation of Samoa 2005 15

6. Powers – The Foundation shall have powers for carrying
out its purposes and functions and all the acts as appear to the
Foundation to be requisite, advantageous or convenient for or in
connection with the carrying out of the Foundation’s purposes
and functions or to be incidental to their proper discharge and
may carry on any activities in that behalf either alone or through
or in association with any other person or body.

7. Board of Directors-(1) There shall be a Board of
Directors for the Foundation which shall, subject to this Act, be
responsible for the policy, control and management of the
Foundation.
(2) Subject to subsection (13), the Board shall consist of:
(a) The Chairperson, who shall be the Minister;
(b) The Deputy Chairperson, who shall be the Chief
Executive Officer, who shall chair a meeting of
the Board in the absence or unavailability of the
Chairperson; and
(c) Nine other directors who shall be appointed by the
Head of State, acting on the advice of Cabinet.
(3) In appointing directors under subsection (2)(c) the Head
of State and Cabinet shall take into account:
(a) the need of the Foundation to have directors with
qualifications, experience and expertise in the
areas of medicine, nursing, preventive
healthcare, fundraising, finance, management,
engineering, ethics and such other qualifications,
experience and expertise appropriate to the
Foundation’s purposes and functions; and
(b) The desirability of gender equality and the
representation of consumers and their families.
(4) Subject to this section, directors appointed under
subsection (2)(c) shall hold office for a term of 3 years and may
be reappointed.
(5) Any director appointed under subsection (2)(c) may be
removed from office by the Head of State, acting on the advice
of Cabinet, for disability, inefficiency, bankruptcy, neglect of
16 National Kidney Foundation of Samoa 2005 2005, No.12

duty, misconduct or permanent departure from Samoa, or may
resign in writing to the Head of State.
(6) The Office of a director shall become vacant if the
director dies or resigns or is removed from office or completes
their term of appointment under subsection (4), and the vacancy
shall be filled in the manner in which the original appointment
was made.
(7) Meetings of the Board shall be called by the
Chairperson or, in the absence or unavailability of the
Chairperson, by the Deputy Chairperson or on a request in
writing from at least three directors.
(8) In the absence or unavailability of the Chairperson and
Deputy Chairperson, the directors shall appoint a director to
chair a meeting of the Board.
(9) The quorum for any meeting of the Board shall be six
directors.
(10) Every question before any meeting of the Board shall
be determined by a majority of directors present at the meeting
but the chairperson of that meeting shall have a deliberative
vote and, in the case of an equality of votes, shall also have a
casting vote.
(11) Except as otherwise provided by this Act, the Board
may regulate its procedure as the Board thinks fit.
(12) The directors shall be paid such fees and allowances as
approved by Cabinet.
(13) Where a director is incapacitated by a temporary
illness or due to unforeseen circumstances cannot attend a
meeting of the Board, the director may nominate in writing,
addressed to the chairperson of such meeting, a suitable
alternate to attend on behalf of the director, and such alternate
shall be deemed to be a director for such meeting.
(14) The Board may co-opt other persons from time to time
to attend and participate in the Board’s deliberations, but such
persons shall not have the power to vote on any matter.
(15) The Board may appoint a member of its staff to act as
secretary to the Board but such staff member shall not:
(a) be a member of the Board; or
(b) have a right to vote; or
2005, No.12 National Kidney Foundation of Samoa 2005 17

(c) have the right to speak at or otherwise participate in
a Board meeting without leave of the Board.

8. Staff and other personnel-(1) Following consultation
with the Chief Executive Officer of the Public Service
Commission, the Foundation may employ staff on terms and
conditions as the Board determines.
(2) Staff employed by the Foundation shall not be regarded
as officers or employees of the Public Service.
(3) With the consent of the Public Service Commission and
the Chief Executive Officer of the relevant Government
Ministry or Agency, the Foundation may arrange for the use of
the services of any staff (by secondment or otherwise) or
facilities of any Government Ministry or Agency.
(4) For the purposes of this Act, any staff subject to
subsection (3) shall be regarded as a member of the staff of the
Foundation.
(5) The Foundation may engage consultants or other
persons to undertake any task or work for or on behalf of the
Foundation on such terms and conditions as the Board
determines.

9. Accounts and Annual Reports-(1) The Foundation
shall cause to be kept proper accounts and records of the
transactions and affairs of the Foundation and shall do all things
necessary to ensure that:
(a) All funds received are brought to account;
(b) All payments are properly authorized and correctly
made and accounted for; and
(c) There are adequate controls over the Foundation’s:
(i) assets;
(ii) property under the Foundation’s
control;
(iii) expenditure; and (iv) liabilities.
(2) The Foundation shall be subject to the provisions of the
Public Finance Management Act 2001 and for this purpose,
despite the provisions of such Act, the funds received by the
18 National Kidney Foundation of Samoa 2005 2005, No.12

Foundation shall be deemed public money and the assets and
property of the Foundation shall be deemed public property.
(3) The Foundation shall cause to be prepared and submitted
to the Minister, within six (6) months of the end of the financial
year, an annual report containing –
(a) Financial statements for the financial year;
(b) Performance indicators and such information as may
be directed by the Minister of Finance;
(c) A report on the operations of the Foundation during
the preceeding financial year; and
(d) Such other information as Cabinet may require.
(4) The financial statements referred to in subsection (3)
shall be prepared on an accrual accounting basis and shall
consist of-
(a) A statement of financial transactions of the
Foundation for the financial year;
(b) A statement of the financial position of the
Foundation at the end of the financial year; and
(c) Proper and adequate notes to the financial
statements.
(5) The financial statements referred to in subsection (3)
shall-
(a) Present fairly the financial transactions of the
Foundation during the financial year to which
they relate; and
(b) Present fairly the financial position of the
Foundation at the end of the financial year.
(6) The Foundation shall, within four (4) months after the
end of each financial year, cause to be submitted to the
Controller and Chief Auditor for audit the financial statements
and other information referred to in subsection (3).
(7) The financial year of the Foundation shall be from 1st
July to 30th
June.
(8) The Minister shall table the annual report of the
Foundation together with the Controller and Chief Auditor’s
report on the Foundation’s financial statements before
Parliament within 14 sitting days of receiving the Controller
and Chief Auditor’s audit report.
2005, No.12 National Kidney Foundation of Samoa 2005 19

10. Income exempt from taxation- For the purposes of the
Income Tax Act 1974, the Foundation is deemed an institution
established exclusively for charitable purposes and, as such, the
income of the Foundation shall be exempt from taxation.

11. Protection from liability-(1) Despite any other law,
the Foundation, the Board, the directors and servants of the
Foundation shall not be civilly liable for any act or omission
made or done in good faith.
(2) Where, but for the provisions of the subsection (1), the
Foundation, the Board, the directors or the servants of the
Foundation would be civilly liable for any act or omission,
Samoa shall be civilly liable for any such act or omission as if
the Foundation was the Government, and all of the provisions
of the Government Proceedings Act 1974 shall apply with such
modifications, adaptions and alterations to that Act as necessary
to enable that Act to apply.
(3) Save for subsection (2), for all purposes the Foundation,
the Board and the directors and the servants of the Foundation
shall not be regarded as the servants or agents of Samoa, the
Government, the Minister, the Ministry of Health or the Chief
Executive Officer.

12. Delegation – (1) The Foundation and the Board may,
in writing, delegate to any person any function or power of the
Foundation or Board, as the case may require, other than this
power of delegation.
(2) A delegation under subsection (1) may be:
(a) Made subject to conditions, qualifications and
exceptions; and
(b) Revoked or varied at will.
(3) The Foundation and the Board, as the case may require,
may exercise a function or power notwithstanding that they had
delegated its exercise to some other person.

13. Regulations-The Head of State, acting on the advice of
Cabinet, may make regulations providing for such matters as
are contemplated by or necessary for giving full effect to the
provisions of this Act and for its due administration.
20 National Kidney Foundation of Samoa 2005 2005, No.12


The National Kidney Foundation of Samoa Act 2005 is
administered in the Ministry of Health