PREAMBLE
The members of the Registered
Trustees of Walking With The Youth, herein referred to as WawitY ,
Concerned about
the
challenges faced by the youth,
Recognising that the youth are capable
and willing to lead and bring about positive change,
Determined to create a sound environment
and platform for youth-led activism, and
Convinced that
youth-led activism will help to provide a meaningful
socio-economic and politico-cultural empowerment among the youth,
HEREBY
ADOPT this as
their Constitution.
ARTICLE 1: NAME
There is hereby established
an organization that shall be called the Registered Trustees of WawitY
hereinafter referred to as the Organization.
ARTICLE 2: PHYSICAL ADDRESS
The physical address of the
Organization shall be Post Office Box Number 1216 Blantyre, Malawi, Africa, and
its registered office shall be in the City of Blantyre in the Republic of
Malawi.
ARTICLE 3: LEGAL STATUS
The registered Trustees of
WawitY shall be an entity with a legal personality independent from those of
its members and capable of suing and being sued in its own right.
ARTICLE 4: NATURE OF THE
ORGANIZATION
The Organization shall be a
non-profit making, non-religious, and non-partisan national youth grouping and
its motto shall be “By the Youth, For the Nation”.
ARTICLE 5: OBJECTIVES
The Organization shall have
the following objectives:
5.1 To protect, preserve, and promote the
interests of the youth in Malawi.
5.2 To support and promote the rights of the
girl child and gender empowerment policies.
5.3 To nurture and reinforce political, economic,
educational, and moral wellbeing of youths in Malawi so as to bring about
productive youth involvement in Malawi’s development agenda.
5.4 To promote prudent and accountable use of
the both organizational and national resources designed to achieve the
objectives of youth empowerment.
5.5 To enhance and inform the socio-cultural
and eco-political conditions among the youth of Malawi by adopting important
measures currently used in other parts of the world.
5.6 To encourage and assist the youth in
advocating and reclaiming a safe environment for active youth participation in
all aspects of life.
5.7 To engage the Government of Malawi and
such other entities in the promotion of the social, economic, and political rights
of youth.
5.8 To organize
programmes and/or activities that aim to fight against HIV/Aids.
5.9 To promote the spirit of tolerance and
acceptance among the youth.
5.10 To work hand in hand with such
organizations, institutions, and individuals whose interests are in line with
the interests of the Organization.
ARTICLE 6: LIMITATION OF
INCOME AND PROPERTY
The
income and property of the Association shall be applied solely towards the
promotion of the objectives of the Association set out in article 5 hereof.
Provided that all funds designated for special programmes or projects shall be
used as specified by donors of the funds so long as the programmes or projects
are within the objectives contained in paragraph 5 hereof.
ARTICLE 7: ORGANS OF THE
ORGANIZATION
The Organization shall have
the following organs;
(a) The Board of
Trustees
(b) The Executive Body
ARTICLE 8: THE BOARD OF
TRUSTEES
8.1
For
the purposes of the management of the properties of the Organization,
there shall be a Board
of Trustees, hereinafter “the Board” and shall comprise of a minimum of five(5) trustees and
a maximum of nine (9).
8.2 All the existing and future property of
the Organization shall vest in the name of the Board
8.3
In case of death, resignation, or
removal from office of a trustee as under article 9.4, such a vacancy shall be
filled by the Executive Body within four (4) from the date the vacancy
occurred.
8.4 The Secretary shall be a member of and
Secretary of the Board.
ARTICLE 9: APPOINTMENT OF
TRUSTEES
9.1 Trustees of the Organization shall be appointed by the
Executive Body;
9.2 No person shall be appointed a trustee of
the Association unless that person’s appointment is in line with Article 16;
9.3 Trustees shall be in office for a period of
four (4) calendar years. Provided
that
every trustee retiring at the expiry of that period shall be eligible
for re- appointment;
9.4 Unless
not re- appointed, no trustee shall be removed from his office except by the
General Meeting of the Association. Provided that a trustee may be so removed
only on any of the following grounds;
(a) He has accepted any office
which in the opinion of the Executive Body, makes it unlikely that he can
properly and reliably serve the interests of the Organization or
(b) The Executive Body has
received a petition from one of its members calling for his removal on grounds
related to his conduct and which, in the eyes of the Executive Body and/or the
Board, the Trustee’s conduct defeats one or more of the objectives of the
Organization. Provided that such a trustee shall be accorded an opportunity to
be heard before a decision is made.
ARTICLE 10: POWERS OF THE
BOARD OF TRUSTEES
The powers of the Board of
Trustees shall be;
(a)
To
convene General Meetings of the Organization.
(b)
To
settle disputes between members of the Executive Committee.
(c)
To
do all such things as are required by this Constitution that be done by the
Board or as are incidental to or necessary for the achievement of the
objectives of the Organization
ARTICLE 11: MEETINGS OF THE
BOARD OF TRUSTEES
11.1 The Board shall meet at least once every calendar year.
11.2
The Chairperson or Vice Chairperson of
the Board shall preside over all meetings of the Board
11.3 Four members of the Board shall form a quorum
11.4
On instruction from the Chairperson of
the Board or the written request of not less than two (2) trustees, the
Secretary General shall convene a meeting of the Board
11.5 Unless otherwise provided by this Constitution,
decisions at any meetings of the Board shall be taken by a majority of votes of
trustees present and voting at the meeting, and, where a tie exists, the
Chairman of the Board shall have and thus exercise a casting vote in addition
to a deliberative vote to remove the tie
11.6
All proceedings of Board meetings
shall be recorded in a minute book by the Secretary General and shall be signed
by the Chairperson of the Board and the Secretary General after adoption by the
Board.
ARTICLE 12: THE EXECUTIVE
BODY
12.1 The Executive Body shall consist of;
(a)
The
Director
(b)
The
Deputy Director
(c)
The
Operations Coordinator
(d)
The
Executive Secretary
(e)
The
Programmes Officer
(f)
The
Finance Officer
(g)
The
Communications Officer
12.2If a member of the Executive
Body dies, resigns, or is removed from office, the
Executive Body
shall, in consultation with the Board, fill the vacancy within thirty (30)
working days.
12.3 Where any member of the Executive Committee
is absent for three consecutive meetings of the Executive Committee without any
reasonable and/ or satisfactory excuse or explaination in the opinion of the
other members of the Executive Committee, such a member shall be considered as
having vacated his office and their office shall be filled as set out in 12.2
12.4
Members of the Executive Body shall
continue to hold office until successors are elected and shall hand over to the
successors all books, documents, property, and funds of the Organization in
their charge in a handover ceremony where successors shall be properly briefed
12.5 Every retiring member of the Executive Body shall be eligible for
re-appointment
12.6
No member of the Executive Body shall
be removed from office except by the General Meeting of the Organization unless
such removal is made on one of the following grounds;
(a)
member has accepted an office which,
in the opinion of the Executive Body makes it unlikely that the member can
diligently and faithfully serve the interests of the Organization, or
(b)
The Executive Body has established
that the member voluntarily vacated their office under paragraph 12.2
(c)
The Executive Body has received a
petition from someone within or outside the Organization related to the
member’s conduct and which, in the eyes of the Executive Body the member’s
conduct defeats one or more of the objectives of the Organization provided that
such a member shall be heard before making a decision.
ARTICLE 13: POWERS OF THE
EXECUTIVE BODY
The
powers of the executive committee shall be as follows:
(a)
To
approve members into the Organization.
(b)
To
solicit for, accept and collect donations, bequest, endowments, subscriptions
and other benefits for the Organization.
(c)
To
open and operate bank accounts as determined by the Executive Body.
(d)
To
raise or borrow money and/ or materials and receive or guarantee the payment or
re-payment of money due to the Organization in a legally sound manner and on
such security as maybe determined by the Executive Body.
(e)
To
invest and use moneys of the Organization not immediately required for use in
such a manner that is transparent and accountable.
(f)
To
make, draw, issue, execute, accept, endorse, and discount promissory notes,
bills of exchange, and any other negotiable and transferable instruments.
(g)
To
produce and approve audited annual financial statements of the Organization
(h)
To
source legal advice or representation whenever a conflict requiring legal
personnel arises.
(i)
To
institute and execute rules and regulations for the effective functioning of
the Executive Body and the Organization
(j)
To
exercise all such powers as are necessary for or incidental to the fulfillment
of the objectives of the Organization
ARTICLE 14: DUTIES OF THE
EXECUTIVE BODY
The
duties of the Executive Committee shall be;
(a)
To
exercise the powers in article 13 hereof.
(b)
To
implement the objectives of the Organization.
(c)
To
supervise the employees of the Organization, if any.
(d)
To
form such committees and enter into such partnerships as it deems crucial for
the implementation of the Objectives of the Organization.
(e)
To
produce and approve the annual audited financial reports and budget of the
Organization before presenting them to the Annual General Meeting.
(f)
To
do all such things as are required by this Constitution and as are required
that they be done by the Executive Body.
ARTICLE 15: TENURE OF OFFICE
OF THE EXECUTIVE BODY
Unless otherwise removed from
office in accordance with this Constitution every member of the Executive shall
hold office for three (3) years.
ARTICLE 16:
ELIGIBILITY FOR MEMBERSHIP TO THE EXECUTIVE BODY
16.1 No person shall be eligible for appointment
or recruitment to any position in the Executive Body unless
(a)
The person is at least of twenty-one (21) years of age and not older than
thirty five (35).
(b) The
person has a minimum qualification of a diploma and at least a degree for the
Directorship position.
ARTICLE 17:
DUTIES OF THE DIRECTOR
17.1 The Director shall have the following
duties;
(a)To represent and be the
spokesperson of the Organization.
(b) To preside over all
Executive Body and General Meetings.
(c) To convene Executive Body meetings
whenever necessary.
(d) To sign cheques and correspondences
issued in the name of the
Organisation.
(e) To do anything requiring
urgent attention on behalf of the Organization
Providing that that thing is
disclosed to the immediate following
Executive Body meeting for the
ratification of the Executive Body.
(f)
The
Deputy Director shall perform any or all of the duties of the Director where
the Director is absent, incapacitated, or so directs.
ARTICLE 18:
DUTIES OF THE OPERATIONS COORDINATOR
The Operations
Coordinator shall have the following duties;
(a) To organize, synchronize, direct and
coordinate activities and functions of the Organization.
(b) To communicate any changes in
plans, schedules, and meetings of the programmes and projects of the
Organization.
(c) To ensure that the
Organization personnel are available when needed.
(d) To confirm itineraries of the
Organization personnel.
(e) To do all such duties as are
incidental to or necessary for the execution of the duties of the Operations
Director position.
ARTICLE 19:
DUTIES OF THE EXECUTIVE SECRETARY
The duties of the
Executive Secretary shall be;
(a) To prepare agendas as well as
write and keep minutes for all general meetings and meetings of the Board and
the Executive Body.
(b) To prepare and cause to be
dispatched notices and all correspondences of the Board and the Executive Body.
(c) To liaise with the Board, the
Executive Body, and personnel of the Organization.
(d) To sign cheques and
correspondences issued in the name of the Organization.
(e) To do all such duties as are
incidental to or necessary for the execution of the duties of the position of
Executive Secretary.
(f)
In
the event of the Executive Secretary’s absence or incapacity or where the
Executive Secretary so delegates, the Operations Director shall perform any or
all of the Executive Secretary’s duties.
ARTICLE 20:
DUTIES OF THE PROGRAMMES OFFICER
The Programmes
Officer shall have the following duties;
(a) To develop and write proposals for funding of
programmes of the Organization.
(b) To review and evaluate
proposals, budgets, and grants reports.
(c) To prepare negotiations and
presentations for funding recommendations.
(d) To monitor and evaluate
programmes and projects.
(e) To do all such duties as are
incidental to or necessary for the execution of the duties of the position of
Programmes Officer.
ARTICLE 21:
DUTIES OF THE FINANCE OFFICER
The duties of the
Finance Officer shall be;
(a) To keep proper records of the assets,
income, and expenditure of the Organization.
(b) To collect all dues of the
Organization.
(c) To pay bills and expenses of the
Organization.
(d)
To prepare cheques and payment vouchers issued in the name of the Organization.
(e)
To prepare and present before the Annual General Meeting the Organization’s
audited annual financial accounts for that calendar year and the budget for the
following year.
(f) To do all such duties as are incidental to
or necessary for the execution of the duties
of the position Finance Officer
ARTICLE 22:
DUTIES OF THE COMMUNICATIONS OFFICER
The
Communications Officer shall have the following duties;
(a) To carry out research on the
attitudes and perception of the youth in Malawi and discuss their views so as
to inform the programmes, activities, and projects of the Organization.
(b) To monitor forums, social
media sites, and the press to collect issues and attitudes necessary for
inclusion in the programmes of the Organization.
(c) To plan, develop and prepare
communication strategies, programmes, and reports
(d) To prepare press releases of
the Organization
(e) To plan content and write
newsletters and magazines as well as manage content of website and social media
platforms for the Organization.
(f)
To
do all such duties as are incidental to or necessary for the execution of the
duties of the position of Communications Officer.
ARTICLE 23:
GENERAL MEETINGS OF THE ORGANIZATION
23.1 The
Organization shall hold not less than one General Meeting every calendar year.
23.2 The date, time, and place for the General
Meeting shall be fixed from time to time by the Board provided that the general
meeting shall be held before the expiry of twenty one (21) days from the day of
the dispatch of notices of the general meeting.
23.3 All General Meeting resolutions other than
resolutions requiring two thirds majority shall be passed by a simple majority
vote of the members present and voting in person at the general meeting.
23.4 General Meetings of the Organization shall be
attended by;
(a)
Trustees of the Organization.
(b) Members of the Executive Body.
23.5 Without prejudice to paragraph 22.1, the
Organization may hold an Extra-General
Meeting;
(a) Wherever, in the opinion of the Board, it is
advantageous to do so.
(b)
On the written request of not less than
a quarter of the members who are qualified to attend a General Meeting under
paragraph 22.4.
23.6 The quorum for General Meeting of the
Organization shall be nine (9) and as under article 23.4.
23.7 The decision of the General Meeting shall be
reached by way of voting where such consensus
is not reached by deliberative vote.
23.8 In the
event of an equality of votes, the Chairperson of the General Meeting shall,
in addition to his deliberative vote,
have a casting vote.
ARTICLE 24:
INDEMNITY
Every Trustee or
member or officer of the Organization shall be entitled to be indemnified out
of the assets or funds of the Organization against any liability or loss which
may be incurred in the execution of their duties and no personal liability
shall attach to any such Trustee or member or officer for carrying out their
duties under this Constitution.
ARTICLE 25:
THE COMMON SEAL
The common seal
of the Organization shall be securely kept by the Director in the Executive
Body under lock and with two keys; one kept by the Director and the other kept
by the Chairperson of the Board of Trustees, and shall not be affixed to any
document or instrument except by the authority of the resolution of the Board
in the presence of not less than three trustees who shall sign the document or instrument
and affix the seal thereto in the presence of the Director of the Executive
Body.
ARTICLE 26: ACCOUNTS
AND AUDITING
26.1 The accounts
of the Organization shall be audited annually by an independent auditor who shall
be appointed from time to time by the Board.
26.2 The
financial year of the Organization shall be from 1st January to 31st
December.
ARTICLE 27:
DISSOLUTION AND DISTRICUTION OF ASSETS
27.1 The Organization may be dissolved a General
Meeting or Extra-Ordinary Meeting by a special resolution passed by two thirds
majority of all members present at the meeting.
27.2 Six months written notice of the intention to
dissolve the Organization shall be given by the Organization following the
resolution of the Board to allow for any representations that any interested
party may want to make. Such representations shall be made within twenty one
(21) days of receipt of the notice and not less than sixty (60) days to the
expiry of the six months notice
27.3 Formal
notice of the motion recommending dissolution shall be sent with the notice of
the meeting
27.4 All Trustees
at the instance of the Annual General Meeting shall sign such a motion of
dissolution
27.5 All assets
of the Organization remaining after the settlement or provision for payment of
debts and liabilities of the Organization shall, with the consent of the Board
of Trustees and after consultation with any interested donors, be transferred
to any organization or association within Malawi bearing the similar objectives
to those of the Organization herein.
CERTIFICATION
Certified
this…………..day of……………………in the year two thousand and…………………
By
…………………………………………………………………………………………………..
CHAIRPERSON OF
THE BOARD OF TRUSTEES……………………………………………...
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