THE REPUBLIC OF UGANDA
THE CONSTITUTION
OF
FOUNDATION FOR CHRIST MINISTRY (FCM)
PREAMBLE
We, the members of Foundation for Christ
Ministry (FCM)
AWARE of the vital role the Government and FCM play in the socio-economic, health and providing spiritual development services in Uganda.
CONSICIOUS of our society’s needs and aspirations.
MINDFUL of the necessity for a concerted effort in empowering, advocating, and sensitizing society on the means and ways of realizing such needs and aspirations.
COMMITTED to play a role in creating an enabling environment for the Youth, Women, Orphans and Vulnerable Children (OVC) to realize their full potential for socio-economic, health and spiritual development.
DO HEREBY resolve
on this …………..day of ……………200…….in the annual general meeting to form an
Organization called “Foundation for Christ Ministry” (FCM). All members
present, absent and yet to come pledge our allegiance to the provisions of this
constitution.
ARTICLE 1: NAME OF THE
ORGANIZATION
The name of the organization, hereinafter referred to as “the Organization” is “Foundation for Christ Ministry” (FCM).
1.1 The Abbreviation FCM shall be the accepted abbreviation of the organizations’ name and shall be accepted as full name.
ARTICLE 2: VISION
AND MISSION
2.1
Vision
Healthy, Empowered and Just society
2.2
Mission
FCM exists to create an enabling environment for the Youth, Women, Orphans and Vulnerable Children (OVC) to realize their full potential through enhancing the socio-economic, health and spiritual welfare.
ARTICLE 3: GOAL AND OBJECTIVES
3.1 Goal
The goal of FCM is to improve the quality of life of the OVC, Youth and Women of Busia to be able to contribute meaningfully to the social economic development.
3.2 Objectives
i.
Increase and strengthen
community support, care and protection of children and Women in Busia District.
ii.
To improve welfare of OVC,
Youth and women through promotion of sustainable income generating activities.
iii.
Increase HIV and AIDS knowledge
and skill among the Youth.
iv.
To educate communities and
target groups about the need to apply local solutions to local problems.
v.
To strive to develop positive
human element in individuals so as to understand that every soul is unique and
created for the purpose and glory of God.
vi.
To strengthen the
organizational ability to effectively provide quality services.
ARTICLE 4: MEMBERSHIP
4.1 Membership shall, subject to the provision of this constitution to be open to other members who shall be admitted upon having successfully applied for membership and subject to payment of the prescribed fees.
4.2 There shall be four categories of membership to the organization.
a) Ordinary Membership
This category of membership shall be open to the subscribers to this constitution and all individuals actively engaged in organizational activities.
Roles and
responsibilities of ordinary members
Members shall;
1. Ensure that their annual subscriptions are paid on time.
2. Be entitled to share and have free access to FCM information.
3. Be eligible to participate in the organizational activities and capacity building programs.
4. Be eligible to vie for any position on any of the organs or committees of the organization.
5. May apply for any Job in the organization.
b)
Associate membership
This category of membership shall be offered to individuals who demonstrate and exhibit tangible interest in the organization’s programs and endeavors generally provided they apply for membership and pay their subscriptions fees.
Roles and
responsibilities of Associate membership
Members shall;
1. Associate members may be invited to participate in the activities but shall not be eligible to vote.
2. Associate members shall not be eligible to vie for any position on any of the organs or committees of the organization.
3. Shall be involved in resource mobilization for the organization.
c)
Honorary Membership
This category of membership shall be conferred upon individuals who have made great contribution towards the advancement of FCM vision. It shall also be open to individuals with a continuous commitment to the FCM Vision and Mission. PROVIDED that such membership may be revoked by the organization where a member is or has conducted himself in a manner that is prejudicial to the organization. It may also be conferred on a dead individual who qualifies for the same.
Roles and responsibilities of Honorary Membership
Members shall;
1. Honorary members may be invited to participate in the activities and meetings of the organization but shall not be eligible to vote.
d)
Life membership
This category of membership shall be conferred upon individuals who have distinguished themselves by donating a lump sum amount of money to the organization. The amount shall be determined from time to time by the organizational executive committee.
Roles and
responsibilities of Life membership
Members shall;
1. Ensure that their annual subscriptions are paid on time.
2. Be entitled to share and have free access to FCM information.
3. Be eligible to participate in the organizational activities and capacity building programs.
4. Be eligible to vie for any position on any of the organs or committees of the organization.
5. May apply for any Job in the organization.
4.3 Admission of members
a) Application for membership shall be in writing and admission shall be after payment of membership fee which shall be set by the organizational Board and approved by the General Assembly.
b) The foregoing provision does not apply for honorary members.
4.4 Annual subscription
a) All members, honorary members exempted, shall be required to pay an annual subscription fee which shall be proposed by the organizational Board and confirmed the General Assembly.
b) The annual subscription shall be due on 31st March of each year.
4.5 Loss of Membership
A member may lose membership upon all or any of the following events;
1. By voluntary withdrawal in writing.
2. If found guilty of engaging in corrupt practices.
3. Engaging in activities that damage the image of FCM.
4. Failure to pay annual subscription fee.
5. In the event that the Organization is de-registered.
6. Death of a member (individual) except for honorary members.
7. Persistent absenteeism at the organizations meetings and activities without reasonable excuse.
8. Upon becoming insane/unsound mind.
ARTICLE 5: GOVERNANCE STRUCTURE.
There shall be three governing organs of the organization namely:-
1.
The General Assembly.
2.
The Executive Board.
3.
The Secretariat.
5.1.1
THE GENERAL ASSEMBLY
1)
The General Assembly shall be
constituted by original subscriber/fully paid up members of the organization.
2)
The General Assembly shall be
the highest authority of the organization and shall be responsible for election
of the Executive Board; approve of audit reports and amendment of the
Organization’s Constitution.
5.1.2
POWERS AND FUNCTION OF
THE GENERAL ASSEMBLY
6)
To elect members of the
Executive Board.
6)
To approve and pass the
financial statement and budget presented by the Executive Board.
6)
To handle all matters brought
to it by the executive Board.
6)
To approve and vote on any
decisions made by the Executive Board regarding the management or running of
the organization.
6)
Approve auditors of the organization.
6)
All or any acts incidental to
the above.
5.1.3
GENERAL MEETINGS (AGM)
1) The organization shall, in each year, hold a general meeting as its Annual General Meeting (AGM) in addition to any other meeting meetings in that year and shall specify the meeting as such in notices calling; and;
2) Not more than fifteen (15) months shall elapse between the date of one AGM of the organization and that of the next AGM.
3) All the Organization’s general meeting shall be held at such time and place, as the Executive Board shall decide.
4) All other meetings save for the usual Board meetings, the first general meeting; all subsequent meetings shall be called AGMs, save for a General meeting called to handle emergency or special matters that shall be called extraordinary General meetings.
5.1.4
NOTICE OF MEETING
1)
The secretary to the Executive
Board shall issue a notice 21 days prior to the date of the intended meeting
informing all members of the AGM.
2)
The notice shall be exclusive
of the day on which it is served or deemed to be serviced and the day on which
it is given, and shall specify the place, the date and hour of the meeting and
incase of special business, the general nature of that business.
3)
The accidental omission to give
notice of a meeting to or the non-receipt of notice of a meeting by, any person
entitled to receive notice shall not invalidate the proceedings at that
meeting.
5.1.5
PROCEEDINGS AT THE
GENERAL MEETINGS
1)
All business shall be deemed
special that is transacted at an extraordinary general meeting, and also that
is transacted at an AGM, with exception of the consideration of accounts,
balance sheets and the reports of the organization board and auditors, the
election of the organizational Executive Board or any organ in the place of
those retiring and the appointment of, and the fixing of the remuneration of the
auditors.
2)
No business shall be transacted
at any General meeting unless a quorum of members present at the time when the
meeting proceeds to business, save as herein otherwise provided, represent 51%
members present in person.
3)
If within half an hour from the
time appointed for the meeting a quorum is not present, the meeting is convened
upon the requisition of members, shall be dissolved. In any other case, it
shall stand adjourned to such other time and place as the Executive committee
may determine. If at the adjourned meeting a quorum is not present within half
an hour of the appointed for the meeting, the members present shall be the
quorum.
4)
The Chairperson of the
Executive Board shall preside as Chairperson at every General meeting of the
organization and in the event that he or she shall not be present within 15
minutes after the time appointed for the holding of the meeting or he/she is unwilling
to act, the vice chairperson shall preside. In the absence of both the
Chairperson and the Vice, the members of the Executive present shall elect one
of their members to be the chairperson of the meeting.
5)
If at any meeting no member of
the executive is willing to act as the Chairperson, or if no member of the
Executive is present within 15 minutes after the time appointed for meeting,
the members present shall choose from amongst one of their members to chair the
meeting.
6)
The Chairperson may, with the consent of any
meeting at which quorum is present (and shall if so directed by the meeting),
adjourn the meeting 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 fro which the adjournment took place.
7)
When the meeting is adjourned
for 30 days or more, notice of adjournment shall be given as in the case of an
original meeting. Save as a foresaid, it shall not be necessary to give any
notice of adjournment of the business to be transacted at an adjourned meeting.
8)
At any other meeting other than
the AGM, the matters for which the meeting was called shall be stated in the
agenda.
9)
A). The secretary shall present
the agenda to the members with the minutes of the previous meeting if any
together with the notice calling the meeting
B). At the AGM of the Organization, the members present shall adopt an agenda by consensus to be the business of the meeting.
5.1.6
VOTING
1)
Issues arising at any meeting
shall be decided by a majority of votes.
2)
Every member eligible to vote
shall have one vote.
3)
Only fully paid up members
shall be entitled to vote at any General meeting.
4)
There shall be no voting proxy
in any meeting.
5)
An office bearer shall not vote
in respect of any contract/matter in which he/she is interested or any other
matter arising there out, and if he/she does so vote, his/her vote shall not be
counted.
6)
In the case of equality in the
votes, the chairperson shall have a second or casting vote.
7)
At any General meeting, a
resolution put to the vote of the meeting shall be decided on by show of hands.
8)
Voting for office bearers shall
be by secret ballot.
9)
A declaration by the
Chairperson on matters of any resolution passed by show of hands whether
carried by a particular majority or lost and an entry made to the effect in the
book containing the minutes of proceedings of the Organization, shall be
conclusive evidence of the fact without prove of the number of proportion of
votes recorded in favor of or against such resolution.
ARTICLE 5.2.1 THE EXECUTIVE BOARD.
There shall be an Executive Board appointed by the general Assembly who shall be in charge of safeguarding and handling the affairs of the Organization. These shall have powers to sue or to be sued on behalf of the organization.
1) The number of the board members shall not be less seven (7) and not more than nine (9). Provided that the Organization shall from time and time in a general meeting increase or reduce the number of the number of the board Members.
5.2.2 ELECTION OF EXECUTIVE BOARD MEMBERS
i. The election of the above members shall be in the FCM General Assembly and the outgoing members shall be deemed to have vacated office upon which the returning Officer shall assume the chair to conduct elections.
ii. The General Assembly shall appoint 4 (four) members present at the General Assembly to assist the person appointed by the General Assembly to preside over the elections.
iii. The person appointed as the presiding officer to conduct elections shall be the chairperson of the General Assembly during the election exercise till it is complete.
iv. The presiding officer and his four assistants shall have no original vote but shall have the casting votes.
v. Nominations for the candidates shall be done by show of hands of the members and seconded by at least two (2) members.
vi. Voting will be by secret ballot and only paid up members shall have the original voting rights with each member having one vote.
vii. Votes shall be counted before the General Assembly and the presiding Officer shall declare the result immediately after voting.
viii. The winner shall be determined by a simple majority vote. In the case where the two top candidates shall have an equal number of votes, the voting shall be repeated and if the results are still the same, the presiding officer and his four assistants shall have the casting votes to determine the winner.
5.2.3 COMPOSITION OF THE BOARD
i. The Executive board of the organization shall include;
a) Chairperson,
b) Vice chairperson,
c) Secretary,
d) Treasurer,
e) At least four (4) committee members out of which at least one immediate past Board member shall be retained to the new Board.
ii. The first Executive Board of the Organization shall be elected in the first meeting of the Organization.
iii. The Executive Board may, at any time, invite any person to provide expertise, professional or other advice to attend Board meeting(s).
ARTICLE 5.2.4: ROLES AND DUTIES OF THE EXECUTIVE BOARD.
The Executive Board shall be the governing authority of the Organization and shall conduct the organizational business in accordance with this constitution hereof.
The specific roles and responsibilities include;
1. Financial and administrative oversight.
a) Review and approve the organizations’ work plans, Budgets and key policies to the General Meeting;
b) Review on an annual basis the organizations’ resource plan to ensure that it adequately supports the Organizations’ needs and long-range strategy.
c) Collectively assess results achieved by management against the FCM Objectives and Goals;
d) Approve capital expenditures on all projects and major changes in the programs and services;
e) Ensure that the Organization compiles with all applicable laws and ethical standards.
f) Identify and propose for appointment to the General Meeting independent Organizational auditors.
g) All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the organization, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Board may from time to time by resolution determine.
h) The Board may exercise all the powers of the Organization to borrow money and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock or other securities, whether outright or as security for any debt, liability or obligation of the organization or any third party.
2. Human resource planning
a) Collectively monitor, apprise, stimulate, support, reward and if deemed desirable, change top management.
b) Identify and appoint a qualified person to act as Executive director/secretary and ensure that he/she has a clear job description, as well as moral and professional support to further the Goals of the organization.
c) Collectively and on an annual basis approve the performance review of the Executive director.
d) Approve recruitments of secretariat staff
e) Collectively approve appropriate compensation and benefit policies and practices of FCM
3. Policy development and Monitoring
a) Assess on annual basis, the environment and determine strategies to address emerging challenges;
b) Establish appropriate rules and regulations to define, identify, administer and enforce compliance on issues of conflicts of interest, discipline, delegation, grievances and policies within the organization.
c) Ensure that internal controls are adhered to.
4.
Board governance and
Board Operations
a)
Develop and propose for
adoption to the general Assembly the FCM Mission and goal and should be able to
articulate them;
b) Collectively determine eligibility for the appointment of members to the Board committees in response to the recommendations of the General Assembly.
c) Collectively and on an annual basis, review the performance of the Board including its composition, Organization and responsibilities and take steps to improve its performance;
d) Ensure that the members of the Organization, Board and its committees are adequately informed of the financial conditions of the Organization and its operations;
e) Orient new Board members on the Organization procedures, programs and activities.
f) Entrust to and confer upon the Executive Director any of the powers exercisable by them upon such terms and conditions and with such restriction as they make think fit, and either collaterally with or to the exclusion of their powers and may from time to time revoke, withdraw, alter or vary all or any such power.
ARTICLE 5.2.5: INDIVIDUAL RESPONSIBILITIES OF BOARD MEMBERS.
1) Each Board member has the following responsibilities;
a) Regularly attend and actively participate in Board meetings and other meetings as assigned or called by the general Meeting, Executive Board, Board chairperson or his/her representative;
b) Actively participate in committee work;
c) Volunteer and willingly accept assignments from the chair and or committee and complete them on time;
d) Ensure that he or she is informed about the committee matters; prepare him or her self for meetings and reviews and comments on minutes and reports.
e) Participates in resource mobilization programs.
f) Promote the organizations’ Mission, services, policies, programs and portray positive image of the Organization locally, nationally and internationally.
g) Adheres to the Organizations; policies especially those relating to conflict of interest and confidentiality.
h) Refrain from making requests or taking favors from the organization for his or her personal benefits.
i) Assist the Board in undertaking its fiduciary responsibilities.
a) Chairperson
There shall be a chairperson to the board elected by all members of the general Assembly who shall preside over Board and general Assembly meetings of the Organization.
Powers and Functions of the Chairperson
1) Provide leadership to the Executive Board which sets policies and to whom the Executive director is accountable;
2) To chair meetings of the Board;
3) In consultation with the governance committee, appoints and or dismiss the Executive Director of the Organization;
4) Lead the Board in strategic planning and Management;
5) Monitor the financial planning and financial reports;
6) Play a leading role in resource mobilization including determination of annual description to be paid by members;
7) Provide guidance and support regarding the performance of the Executive Director;
8) Represent the Organization to the Board committee;
9) Take emergency decision on behalf of the Board;
10) Preside over and conduct board and General Assembly Meetings of the Organization, unless disqualified, removed or suspended.
b)
Vice Chairperson
1) Deputizes the Chairperson and assumes the functions of the Chairperson in his or her absence.
2) Represents the Organization to the broader community on delegation and or assignments;
3) The Executive Board may apportion certain specific responsibilities to the Vice Chairperson;
4) To ensure membership mobilization and coalition building.
c)
Secretary/Executive
Director
1) The Executive Director shall be accounting Officer of the Organization;
2) The Executive Director of the Organization shall serve as a secretary to the Board and will be in charge of the day to day running of the Organization at the secretariat headquarter and shall perform such secretarial or other duties as may be assigned to him or her from time to time by the Board;
3) Record or cause the minutes to be recorded in the books provided for the purpose of recording:
· Proceedings of all meetings of the Organization including minutes of the annual general meeting and Executive Board;
· All appointments of officers made by the board and or general meeting.
· The Names of the Executive Board present at any meeting of the board.
· The names of the members present at each meeting.
4) Serve as chief spokes person of the Organization;
5) Collects or cause to be collected and record or cause to recorded all reports and petitions and Execute all writings compatible with the office of the secretary as may be directed by the board;
6) Attest with his or her signature all documents emanating from the organization or the Executive Board which require the same.
7) Prepare the agenda of the general meeting and Executive Board Meetings in consultation with the chairperson and the board members;
8) Shall be the principle signatory to the Organizations’ accounts;
9) Shall be the principle officer in charge of the records of the Organization;
10) Keep and update or cause to be updated the register of members of the Organization containing their names, addresses and occupations;
11) Responsible for filling the Board resolutions and any other records and changes within the organization as may be require from the organization by the registrar of the NGO Board and relevant laws;
12) Shall be an Ex-officio of the Board and has no vote at the Executive Board meetings and whose appointment as an Executive Director shall be determined simultaneously with the determination of his or her employment with the Organization;
13) Provide for the safe custody of the seal, every instrument to which the seal shall be affixed shall be signed by secretary/Executive Director or by the Board Chairperson or other person appointed by the Executive Board for that purpose.
d)
Treasurer
1) Cause to be collected membership subscription and all other monies to which the organization is entitled to.
2) Manage the Boards’ review and actions related to the Organizations’ financial responsibilities.
3) In consultation with the secretariat staff, participate in the development of the Organizations’ financial procedures and systems.
4) Ensure that appropriate financial reports are made available to the board.
5) Regularly present reports to the Board on key financial events, trends, concerns and assessments of the Organizations’ fiscal health.
6) Compile and present to the Board, a list of potential auditors for consideration.
7) Ensure that there is a sound management and maximization of cash, investments and assets.
8) Cause to be prepared and present a financial report, Budget and balance sheet to the Board and Annual General Assembly.
9) Shall be the Chairperson of the Finance and Audit committee of the Board.
ARTICLE 5.2.6 QUALIFICATIONS
FOR MEMBERSHIP TO THE EXECUTIVE BOARD
1) Individuals who intend to contest for elections for position on the Board must have the following qualifications;
a) He/she must be a paid up member before the date of elections;
b) Must be able to read and write;
c) A person of integrity, analytical, creative, honest, sensitive and tolerant of divergent views and willing to learn;
d) Experience in leadership, management and in key areas of operation of the Organization.
e) Should be free from a criminal record of a conviction and sentence of more than six months.
f) Must not have been declared bankrupt.
ARTICLE 5.2.7 BOARD MEETINGS
1) The Executive Board may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit.
2) The quorum necessary for the transaction of the business of the Executive Board may be fixed by members, and unless so fixed shall be two third (2/3) of the members of the Executive Board.
3) The Board meeting shall be presided over by the Board Chairperson unless disqualified, removed or suspended from office.
4) The Vice Chairperson shall in the absence of the chairperson carry out duties of the chairperson and shall perform such duties as may be delegated or assigned to him/her by the Chairperson of the Board or the general meeting.
5) A resolution in writing, signed by all members of the Board for the time being entitled to receive notice of a meeting of the Executive Board, shall be as valid and effectual as if it had been passed at a meeting of the Executive Board duly convened and held.
6) In the case of an quality of votes, the chairperson have the second or casting vote.
7) The executive Board shall hold Board meetings as shall be determined from time to time by the Board consensus and approved by the General Assembly.
8) The secretary may at any time, on the request of the Chairperson of the Executive Board, summon a meeting of the Board.
9) The Executive Boards’ meeting whether requisitioned or ordinary shall be called with at least fourteen (14) days’ notice in writing.
10) Notwithstanding section 6) of this article, Board meetings may be called by shorter notice if it is so agreed upon by the members of the Executive Board.
11) It shall not be necessary to give notice of the meeting of the Executive Board to any member for the time being absent from Uganda.
12) Questions arising at any meeting shall be decided by a majority of votes.
13) In the case of an quality of votes, the chairperson have the second or casting vote.
14) The executive Board shall hold Board meetings as shall be determined from time to time by the Board consensus and approved by the General Assembly.
15) The secretary may at any time, on the request of the Chairperson of the Executive Board, summon a meeting of the Board.
16) The Executive Boards’ meeting whether requisitioned or ordinary shall be called with at least fourteen (14) days’ notice in writing.
17) Notwithstanding section 6) of this article, Board meetings may be called by shorter notice if it is so agreed upon by the members of the Executive Board.
18) It shall not be necessary to give notice of the meeting of the Executive Board to any member for the time being absent from Uganda.
19) The quorum necessary for the transaction of the business of the Executive Board may be fixed by members, and unless so fixed shall be two third (2/3) of the members of the Executive Board.
20) The Board meeting shall be presided over by the Board Chairperson unless disqualified, removed or suspended from office.
21) The Vice Chairperson shall in the absence of the chairperson carry out duties of the chairperson and shall perform such duties as may be delegated or assigned to him/her by the Chairperson of the Board or the general meeting.
22) A resolution in writing, signed by all members of the Board for the time being entitled to receive notice of a meeting of the Executive Board, shall be as valid and effectual as if it had been passed at a meeting of the Executive Board duly convened and held.
ARTICLE 5.2.8 BOARD TERM OF OFFICE
1) Unless removed, suspended or disqualified from office as provided in these article, Executive Board shall be appointed and hold office for a minimum period of three (3) years renewable but not holding same office for more than two consecutive terms.
ARTICLE 5.2.9 DISQUALIFICATION OF THE BOARD MEMBERS
1) The position of the executive Board shall be vacated if the executive
a) Holds an office within FCM.
b) Becomes bankrupt or makes any arrangement or composition with his/her creditors generally;
c) Become prohibited from being a board member by reason of any order made legally under the laws of Uganda
d) Has been holding the position of secretary and has ceased being an executive director of the FCM
e) Member fails to fulfill his/her obligations of paying annual subscription.
f) Become of unsound mind.
g) Is directly or indirectly interested in any contract with FCM and fails to declare the nature of his/her interest in manner required by the FCM governance document,
h) Resigns his/her office by notice in writing to the board chairperson.
i) If member dies
2) The executive board shall have powers at any time and from time to time to appoint any person to be an executive board member either to fill a casual vacancy as an addition to the existing members of the executive board. But so that the total number of the board members shall not at one time exceed the number fixed in accordance with article 5, section 2, sub section 1) of this constitution. Any board member so appointed shall hold office only until the following annual general meeting, and shall then be eligible for re-election.
3) The members may, by ordinary resolution, of which special notice has been give in accordance with legal provision, remove any member of the Executive Board before the expiry of his/her period of office, notwithstanding, anything in this constitution or in any agreement between the organization and such a member. Of the Board. Such removal shall be without prejudice to any claim such as a board member may have for damages, for breach of any contract of service between him/her and the organization.
4) The board may, by ordinary resolution, appoint another person in place of any member removed from office under the immediately preceding section. Without prejudice to the powers of the executive board, the organization in the general meeting may appoint any person either to fill a casual or as an addition of the executive board. The person appointed to fill such a vacancy shall be subject to retirement at the time if he/she had become a board member on the day on which the board whose place he/she is appointed was last elected as a board member.
ARTICLE 5.2.9 FACILITATION OF THE EXECUTIVE BOARD MEMBERS
1) The remuneration or facilitation of the Board Members shall be determined by the general meeting. Such remuneration shall be limited to payment of the traveling, hotel and other expenses properly incurred by them in attending and returning from meeting or conducting business of the organization.
ARTICLE 5.2.10 IMPEACHMENT OF A MEMBER OF THE BOARD
1) An Impeachment shall be initiated by a petition signed by at least 51% of the ordinary member Organizations at a General Meeting.
2) Where the impeachment is against the chairperson of the Executive Board, the petition shall be addressed to the Patron. But in any other case, affecting other members, the petition shall be addressed to the chairperson.
3) On receipt of the petition, the Executive Board chairperson or the chairperson Board of Trustees as the case may be send a copy thereof to the person to be impeached for a reply and such a person shall stand suspended.
4) An extra-ordinary meeting of the General Assembly shall be convened within one month after delivery of the copy of the petition to the impeached person.
5) The General Assembly shall make the final decision on the person impeached and if it is decided that the person is removed from office then a bye-election shall be held to fill the vacant post. However, if the disciplinary committee shall act to effect recommendation.
ARTICLE 5.3.0 THE SECRETARIAT
There shall be a Secretariat of the Organization which shall be headed by the Executive Director to manage the day to day operations of the Network. The Board Members shall recruit the executive Director and shall attend Board Meetings as an ex-officio member with no voting powers. At the Secretariat the executive director shall have a management team which will assist in the day to day running of the organizations secretariat as shall from time to time be approved by the board.
ARTICLE 5.3.1 EXECUTIVE DIRECTOR
1) The Executive Director shall be the head of the Secretariat
2) Responsible for implementation of the strategic goals and objectives of the FCM
3) Give direction and Leadership towards the achievement of the mission, strategies, annual goals, and objectives of the FCM
4) Support the operations and inform the Board Members on the progress of implementation of FCM’s activities
5) Oversee, design, market, promote, and ensure delivery of quality of programs, products and services
6) Develop and present work plans to the Board Members for consideration and approval
7) Ensure that FCM’s budgets are developed and presented to the Board Members for consideration and approval
8) Responsible for the collection, safe custody and proper use of the organization seal, financial resources and assets within budget and financial guidelines of the organization
9) Ensure that the organization and its mission, programs, products and services are presented positively to the public and stakeholders
10) Oversee the fundraising plans and implementation, identify resource requirements, researches on funding sources, develops proposals and administer fundraising records and documentation
ARTICLE 6.0 COMMITTEES
There shall be committees of the Executive Board which shall carry out specific duties as the Executive Board shall deem necessary
1) Board committees shall include, but not be limited to the following
a) Finance and Administration
b) Governance and Board Development Committee
c) Human Resource committee
d) Technical advisor committee
2) Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors
3) Committee members shall be appointed by the Board from within the Board
4) Questions arising at any meeting shall be determined by simple majority of votes the chairperson shall have a second or casting vote. The Board shall develop and provide each committee with clear terms of reference and schedule of meetings.
ARTICLE 6.1 HUMAN RESOURCE COMMITTEE
1) The Human Resource Committee shall advise the Board Members regarding matters of human resource requirements, maintenance and development and exit of staff
2) The Board Members and/or the Executive Director shall refer Cases of the indiscipline to the disciplinary committee
3) If a Board Member or Organization conducts himself in an unbecoming manner his/her case shall be referred to the Disciplinary Committee. This shall summon that person to a hearing and advice on what to be taken against him/her and this may include advising that he/she forfeits his/her Post of membership
4) If the Case of indiscipline involves a member of the Board, the Disciplinary Committee shall advise on what action to be taken against him/her
5) The Committee shall do any act incidental to the above acts
ARTICLE 6.2 THE FINANCE AND AUDIT COMMITTEE
1) There shall be the Finance and audit committee of the Board appointed by the Executive Board
2) The Finance and audit committee shall advise the Executive Board on issues regarding the finances, procurement, and Administration of the FCM from time to time as it may be required
3) The Treasurer shall be the chairperson of the Finance and audit committee and the head of finance shall be its Secretary
The Finance Committee shall be charged with the following responsibilities
1) Developing, reviewing and updating the financial guidelines of the Network from time to time as need arises and present it the Executive Board for adoption, pending the approval of the General Assembly
2) Scrutinize the audited accounts of the organization and shall have Powers to summon before it any official of the Executive Board, the Secretariat staff or any person to whom funds of the organization have been granted for specific activities to answer any queries that may arise from the audited accounts of the network. The Committee shall make its annual reports and recommendations to the Annual General Assembly through its chairperson
3) Liaise with the Secretariat and the Executive Board in the Preparation of the Annual Budget estimates of the network to be presented at the Annual General Meeting for approval by the General Assembly
The Finance Committee shall have the decision to sit at times and places it deems fit and may co-opt any individual with financial expertise to advise the sub-committee at its meeting. However, the Executive Board must be fully informed in writing of such meetings by the Chairperson of this committee. The Committee shall have the power to undertake any act incidental to the above functions.
ARTICLE 6.3 GOVERNANCE
AND BOARD DEVELOPMENT COMMITTEE
There shall be the Governance and Board Development Committee of the Organization chaired by the Board Chairperson
The Executive Director shall be a Member of this Committee
The Roles of this committee shall:
1) Developing, reviewing and updating for adoption by the Executive Board the policies and Advocacy issues of the organization
2) The Secretary of this committee shall be the Head of Programs at the Secretariat
3) The Committee shall have the rights to sit at times and places convenient for it provided that the Executive Board is fully informed of such meetings.
4) The Committee may co-opt any individual with relevant expertise in regards to policy and advocacy as the case may be to advise the sub-committee at its meetings
ARTICLE 7.0 STANDING ORDERS
1) The Standing Orders below shall be guidelines upon which the Meetings of FCM shall be conducted. All FCM meetings may open with Prayers
7.1
1.1) Standing Orders shall be suspended if 60% of the members present at the Meeting so agree.
1.2) Standing orders with the exception of 7.0 and 7.0.1 of this Article nay be suspended according to the need of the moment.
ARTICLE 8.0 BOARD HANDOVER CEREMONY
1) There shall be a Handover Ceremony during which the elected Members will assume office
2) The Handover Ceremony shall take place a month after the General Elections
3) Before the Handover Ceremony, the newly elected Chairperson shall be referred to as “The Chairperson elect” and the Old Chairperson shall be referred to “The Outgoing Chairperson”
4) During the Period between the elections and the Handover Ceremony, the Outgoing Chairperson and his/her members of Board or networks shall handover all FCM assets and files to their respective Executive Director who will check, ascertain and record their conditions
5) At the Handover Ceremony, the Executive Director shall handover the FCM assets to the new office bearers shall sign for them
ARTICLE 8.1 THE FCM OATH
______________________________ (mention your name) on being elected to the office of ____________________ (mention the office) do hereby solemnly and besiege the guidance of God to truthfully and diligently execute the duties conferred upon me by the electorate with determination, dedication and integrity without fear or favor and to uphold and defend FCM constitution and all that it represents to the best of my knowledge and ability. So help me God.
ARTICLE 9.0 GENERAL PROVISIONS
9.1
Amendments
1) Amendments to this constitution shall be made at a General Meeting on a vote of at least 60% of the members present at the General Meeting
2) All proposed amendments shall be made in writing and presented to the secretary at least a month before the Annual General Meeting at which they are to be discussed and the proposed amendments shall be circulated to member Organizations with the Agenda at least a month before the Annual General Meeting
ARTICLE 10.0 AFFILIATION
1) The Network may affiliate to other regional or international Network/Organizations with related objectives, mission and visions to those of FCM
ARTICLE 11.0 COMMON SEAL
1) The Common Seal of the Network be in such form as shall be determined by the Board Members and shall be kept under the custody of the Executive Director of FCM
2) The Common Seal shall be affixed to important documents of FCM and shall be impressed and attested by the Chairperson and the Executive Director
ARTICLE 12.0 LEGAL ADVISOR
1) There shall be a Legal Advisor to the Organization on retainer basis who shall be appointed by the Board Members from amongst the practicing lawyers of Uganda
2) The Legal Advisor shall advise FCM on all legal matters
ARTICLE 13.0 OFFICIAL LANGUAGE
The official Language of recognition of the organization shall be English
ARTICLE 14.0 DISSOLUTION OF THE ORGANIZATION
1) The Organization shall not be dissolved expect by a resolution at the General Assembly of the FCM passed by at least 51% of the total membership of the Organization. Such a General Meeting should have been convened in accordance with the provision of the Constitution
2) If upon winding up or dissolution of the Organization, there remains after satisfaction of all its debts and liabilities any property whatsoever shall be left with the outgoing members of the Board as caretakers, shall be disposed of in accordance with the decision of the General Assembly but must be for HIV/AIDS humanitarian purpose
ARTICLE 15 NOTIFICATIONS
1) A Notice may be given by the Organization to any ordinary member either personally or by sending it by post, registered address, or delivering it to an address within Uganda supplied by the member for purpose of giving notices
2) Where a notice is sent by post, service or the notice shall be deemed to be affected by properly addressing, preparing and posting a letter containing the notice and in any other case at the time which the letter would be delivered in the ordinary course of post
3) Notice of every general Meeting shall be given in any manner herein before authorized to:
a. Every ordinary member organization or representative authorized to do so expect those members who have no registered address within Uganda or have not supplied to the organization their address within Uganda for the giving of notices to them
b. Every person having a personal representative or a trustee in bankruptcy of a member where the member but for his/her death or bankruptcy would be entitled to receive notice of the meeting and
c. The auditor for time being of the organization
4) No other person shall be entitled to receive notices of general meetings, provided this provision shall not be used to restrict the participation of the associate and honorary members, experts and consultants in the organizations meetings
5) An annual general meeting and any meeting called for the passing of a special resolution shall be called by twenty one (21) days notice in writing at the least. The Notice shall be exclusive of the day on which the notice is written and shall specify the place, the date and the hour of meeting and in case of special business, the general nature of that business shall be given, in manner herein after mentioned or in such other manner, if any as may be prescribed by the organization in general meeting to such as a person are under the provisions of this constitution are entitled to receive such notices from the organization provided that a meeting of the organization shall notwithstanding that is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed as follows:
a. In the case of a meeting called as the annual general meeting by all the members entitled to attend and vote thereat and
b. In the case of any other meeting by majority in number of the members having a right to attend and vote at the meeting being majority together representing not less than over 50% of the total voting rights at that meeting of all the members
6) The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting
7) All notification under any provision of this constitution shall be documented in writing
ARTICLE 16.0 QUORUMS
1) Quorum at all the Organizations general meetings shall be above 50% of the invited members
2) The quorum necessary for the transaction of the business of the directors may be fixed by the directors and unless so fixed shall be 2/3’s of the total number of the Board Members
ARTICLE 17.0 ACCOUNTS
1) The Board Members shall cause proper books of account to be kept with respect to:
a. All sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place
b. All sales and purchases of goods and services by the network and
c. The assets and liabilities of the network
2) Proper books shall not be deemed to be kept if there are not records as to give a true and fair view of the state of the network’s affairs and to explain its transactions
3) The books of account shall be kept at the registered office of the network or at such other place or places as the Board Members think fit and shall always be open to the inspection of the Board Members
4) The Board Members shall from time to time determine whether to what extent, at what times and places and under what conditions or regulations the accounts and books of the network or any of them shall be open to the inspection of members not being directors. And no member (not being a director) shall have any right of inspecting the account or books or documents of the Network expect as conferred by statute or authorized by the Board Members or by the Network in a general Meeting
5) The Board Members shall from time to time in accordance Financial regulations or special agreements cause to be prepared and to be laid before the Network in the general meetings such income and expenditure, accounts balance sheets, group accounts if any and reports as may be required
6) A copy of the balance sheet (including every document by law to be annexed thereto) which is to be laid before the Network in a general meeting together with a copy of the auditor’s report shall be circulated not less than twenty one(21) days before the date of the meeting to every member of the Network. Provided that this Article shall not require a copy of those documents to be sent to any person whose address, the Network is not aware
ARTICLE 18.0 AUDIT
Auditors shall be appointed and their duties regulated in accordance with legal requirements and provisions in this constitution and or Financial Management document of the Organization
ARTICLE 19.0 MISCELLANEOUS
All matters not covered by these Memorandum and Articles of Association shall be dealt with in accordance with the Companies Act (Cap.110)
DECLARATION
We the undersigned, being members of the Board of FCM do hereby declare that this Constitution has been amended, approved and adopted by the General Assembly of Foundation of Christ Ministry held on the …………..day of……………….. 20... at………………, Busia.