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Mwanza Non-Government Organisations' Network - Constitution

Preamble

Whereas: it is always desirable for organisations having the common goal of serving the social interests of the community to come together in pursuit of their joint objectives and
Whereas: the area around the jurisdiction of Mwanza City, Non-government Organisations (NGOs), both local and international, have not in the past had the opportunity of constituting themselves into a network that would be used to air their views, for the common purpose of furthering their objectives or other interests related to the promotion of the quality of life of the citizen.
Whereas: The NGOs operating in Mwanza City are now desirous of forming a network which may be used as a forum to air a united voice for all of them.
Now, therefore: NGOs within the City of Mwanza, aware of the solemn duty to society and conscious of their commitment to upholding and enhancing the social and economic welfare, justice, equity, the rule of law and fundamental human rights.
Appreciative: of their identity as NGOs and convinced that the creation of a network will be a positive and continuous contribution towards the perfection of their service to society.
We, Mwanza Non-Government Organisations in the city have decided to establish a network.

Article I

1.1 Name of the network
The name and address of the network shall be:
Mwanza Non-Government Organisations' Network (MNGON)
C/o Mwanza City Council
P.O. Box 1333, Mwanza
1.2 Area of operation
The area of operation of the network shall be in the jurisdiction of Mwanza City Council
1.3 Interpretation
In this constitution, unless the context requires otherwise,
"network" means Mwanza Non-Government Organisations' Network, but where the contrary intention appears it shall mean the organisation within the meaning of the societies ordinances Cap 337 of the Revised Law of Tanganyika.
"Constitution" means the constitution of the network for Mwanza Non-Government Organisations
"Member" in relation to the network of Mwanza Non-Government Organisations means a member of the network, declared to be a member.
"Board of Directors" means the governing body of the network to which the management of its affairs is entrusted.
"Management Team" means the office bearers, secretariat, co-ordinators of respective sectors, and includes employees of the network
"Person" means a natural person or an artificial person.

ARTICLE 2

Aims and Objectives
With the collaboration of several partners, the network will strive to:
2.1 provide organisational means for NGOs, operating in the area which the network has agreed to be its area of jurisdiction, to come together as a network and to work together towards complementing the Council's development plans
2.2 foster and encourage its members to desire and strive for the highest level of service delivery.
2.3 establish a common forum for exchange of views and ideas among its members and to enable them to speak, through the network, with a common voice
2.4 stimulate cooperation among its members in their NGOs and day to day activities, and in all matters ancillary or incidental to such activities, provided that no individual interest is at any time compromised
2.5 create the means of coordination, monitoring and evaluation of individual NGOs and/or CBOs in their endeavour to achieve their goals.
2.6 provide advice and guidance to individual NGOs or CBOs in relation to any technical issues.
2.7 Maintain liaison through meetings, correspondence and otherwise with other national NGOs and international organisations involved in similar activities.

Article 3

Functions
The network, in pursuit of the objectives stated in Article 2, may carry out any or all of the following functions:-
3.1 to organise meetings according to article 7 of this constitution
3.2 To seek opportunities and use those opportunities to voice its view and advance its objectives
3.3 To systematically collect information relevant to the realisation of the network's objectives and to disseminate such information to its members.
3.4 To publish to its members and other interested persons, on a regular basis, the networks objectives
3.5 To promote the exchange of ideas between the network and government institutions regarding matters relevant to the network
3.6 To invite, whenever possible and convenient, guest speakers to discuss subjects relevant to the objectives of the network or of interest to the members and/or of interest to the public at large
3.7 To perform such other functions and undertake such other activities in conformity with the networks constitution

Article 4

Membership
Membership shall be of the following categories:-
4.1 A (i) An ordinary member who must be a registered NGO or society under the Registration of Societies Ordinance, Cap 337
(ii) A legally qualified NGO or CBO not falling in category (i) above
(iii) An honorary member who need not necessarily be a legally qualified organisation but whose interests by the nature of his activities are similar or parallel to those of the network.
(iv) Any other organisation whose activities are complementary to the network.
4.1 B (i) Membership Application:
all NGOs that existed prior to the establishment of this network are regarded as founder members of the network.
(ii) Membership application shall be sent to the Management Team who will consider the application, and where it considers it desirable shall admit the applicant to membership of the network.
(iii) The decision of the Management Team shall take effect on the date when the application was received and the member shall be issued a membership certificate. Provided that this same procedure shall not apply to those members who cease to be members by reason stated in Articl 4.2 (c) of this constitution.
(iv) After the member has been admitted to membership he will be required to fulfil the conditions stated in Article 4.4 of this constitution.
4.2 Termination of membership
(a) Membership may cease upon resignation, loss of residence in networks area of jurisdiction, closure of office in the aforesaid area or struck off from the register of societies.
(b) A member who has persistently or seriously undermined the aims and objectives of the network or has consistently prejudiced its objectives may be expelled from the network by a special resolution supported by two thirds (2/3) of the members sitting and voting and supporting that particular agenda.
(c) Readmission to membership
An expelled member may be re-admitted to the network by a special resolution supported by two thirds (2/3) of the members sitting and voting and supporting that particular agenda, provided that six months have elapsed since the date of expulsion, and that member who ceased to be a member not by reason of expulsion shall be readmitted without any special resolution of the network.
4.3 Rights of members
Members of the network shall have the following rights:
(a) to attend and vote at all meetings of the network
(b) to elect or be elected to any committee of the network
(c) to inspect or cause to be inspected the Books of Accounts of the network provided that the appropriate notice of 14 days of the intention to inspect such books is given
(d) to receive copies of the minutes of meeting of the network, annual reports and annual accounts
(e) to receive all services of the network 4.4 Duties of members
Members of the network shall have the following duties:
(a) (i) to pay entrance fees which are to be determined by the General Meeting
(ii) to pay annual membership fees as determined by the General Meeting
(b) to attend meetings of the network
(c) to uphold the constitution
(d) to refrain from any activities which may undermine or prejudice the image or interest of the network 4.5 Register of members
There shall be a register of members; the same shall be maintained at the registered office of the network and it shall contain:
(a) name and address of the members
(b) date at which each member was admitted as a member of the network
(c) date at which any member ceased to be a member

Article 5

Powers of the network
5.1 (i) the network may from time to time, by resolution passed by a majority of not less than one half of the members present and voting at a general meeting make such by-laws regulating the affairs of the network as it deems fit, and from time to time vary or amend any such by-laws and enact others instead, but such by-laws so amended or enacted shall not be inconsistent with the express provision of the constitution of the network.
(ii) for the purpose of carrying out its objectives the network shall have the following powers:
(a) to receive fees, subscriptions, donations, contributions or grants or gifts, in money or in kind for general or special purposes.
(b) to receive the profits on all transactions made by or in the name of or on behalf of the network.
(c) to use and apply the properties of the network in money or in kind.
(d) to purchase, sell or rent/lease premises or equipment of the network.
(e) to employ suitable persons to carry out the activities of the network.
(f) to make grants or credit to its members. 5.2 Relations with other organisations
The network shall:
(i) establish and maintain good relations with appropriate government institutions and other non-governmental organisations in Tanzania and the rest of the world
(ii) collaborate and cooperate with local and international organisations engaged in the promotion of social services, in areas where the network is active
(iii) seek affiliation with international organisations.

Article 6 Organs of the Network

There shall be the following principal organs:
6.1 (A) (i) Board of Directors
There shall be a Board of Directors of the network who will be nominated by the Management Team in the area of jurisdiction of the network and approved by the General Meeting. Members shall come from the following groups: politicians, City Council, Religious Institutions, and business community. Members from the business community shall be diligent, honest and devoted to the role of the network.
(ii) Board responsibilities:
The Board shall perform the following responsibilities:
(a) Oversee the activities of the Secretariat.
(b) Issue disciplinary measures to the Secretariat.
(c) To confirm appointment of the Secretariat. (B) (i) The Board shall have an ordinary meeting every three months
(ii) The Board members shall be persons with development influence nationally or locally
(iii) The Board of Directors shall formulate their own rules as to how to conduct their business
6.2 Board of Trustees
The Network shall have three Trustees registered as required by the laws of Tanzania. Any member of the Board of Directors or Staff is not eligible to be a Trustee. Whose membership shall be confirmed by the annual general meeting or special meeting after his/her name being nominated by the management team. (a) The term of office for trustees shall be three years, but a retiring trustee may be re-elected.
(b) The General Meeting may, by resolution passed by at least two thirds majority of those voting at the meeting remove any one or more of the trustees.
(c) The quorum necessary for transacting business of the trustees shall not be less than two trustees physically present at the trustees meeting
(d) The trustees shall formulate their own rules as to how to conduct their business
(e) A trustee may resign by giving one months notice in writing to the network's board. 6.3 The trustees shall be responsible for the following:-
(a) Stabilization of MNGON financial sources
(b) Overseeing the dissolution of the Network; and
(c) Custodian of the Network's assets.

Article 7: Meetings

7.1 The network shall have an ordinary meeting every six months
7.2 In the event of an urgent and pressing need the secretary in consultation with the chairman, as well as with any member of the Board of Directors of the network, shall call a special meeting which shall affect the date of regular meetings of the network
7.3 On any occasion that demands the convention of a special meeting according to this constitution, the secretary shall call a general meeting of the network
7.4 The third meeting of the year shall be deemed to be the Annual General meeting. The Annual General meeting shall receive the secretary's Annual Report and the treasurer's Financial Report, which shall include the Audit Report. The Annual General meeting shall also receive any other special reports. It shall likewise conduct elections and dispose of any matters tabled before it.
7.5 Notice of Meeting
(a) A notice of at least 21 days in the case of an Annual General Meeting, 14 days in the case of an Ordinary General Meeting and 7 days in the case of a Special General Meeting shall be given whether by advertisement, mail or otherwise
(b) The notice shall contain a statement of the purpose of the meeting and the agenda for the meeting shall be made available to each member or delegate before the meeting is held.
7.6 The Network General meeting forms the supreme decision making body and shall have final authority to all matters pertaining to the overall management of the network.
(a) without prejudice to the generality of the foregoing provisions of this constitution the General Meeting shall have the following functions:
(i) to set policies, rules and regulations in connection with overall management of the network.
(ii) To deliberate and decide on any strategies formulated by Mwanza City Council regarding its implementation.
(iii) To receive, consider and adopt a report of the treasurer relating to the audited accounts of the network.
(iv) To receive, consider and adopt an annual report from the chairperson of the network management relating to its activities for the past year.
(v) To consider and approve the annual plan of activities.
(vi) To appoint, suspend or remove any member of the Management Team.
(b) The General meeting is to be conducted twice a year in January and July, and shall be constituted by the following:
(i) all Board members both Directors and Trustees
(ii) All Management Team members
(iii) All members of the network

Article 8 :Quorum, Decisions and Voting

8.1 Unless otherwise specifically stipulated in this constitution the decision of any meeting of the network shall be carried by a simple majority. The Chairman has the casting vote.
8.2 The quorum for any meeting shall be 2/3 of the members of the network.
8.3 The quorum for the annual general meeting or any special meeting so indicated in this constitution shall be 2/3 of the ordinary members of the network.

8.4 Voting
(a) each member of the network shall have one vote at the meeting of the network.

Article 9

Funds and Property
9.1 Sources of funds of the Network. The network may derive its funds and income from fees, gifts, grants and donations from its members as well as from any source external to the network, provided that no such external donation appear to compromise, diminish or prejudice the status or image of the network. In any event acceptance of external donation must have the sanction of a special meeting convened for that purpose where necessary.
9.2 The network may also derive its funds from sale of its publications as well as any other literature relevant to its objectives.
9.3 The funds of the network shall be applied only in furtherance of the objectives of the network.
9.4 Notwithstanding the provision of Article 9.3 of this constitution, funds of the network may be applied with prior approval of the Management Team.

Article 10

Audit
10.1 Every year, the Treasurer shall cause the network's accounts to be audited and an audit report on the financial affairs of the network as at 30th June of the past year shall be made by the Auditors appointed in the previous Annual General meeting for that purpose. The audit report so made shall be tabled before the network's Annual General meeting for its adoption

Article 11

Secretariat
11.1 there shall be a secretariat of the network, consisting of secretary, treasurer and legal secretary.
(a) the secretariat shall be responsible for day to day management of the network
(b) the secretariat shall be composed of the secretary, treasurer, and legal secretary
(c) the secretariat shall meet on a monthly basis to review the progress of the network and programme future plans and budgets
11.2 the secretariat shall have the following functions:
(a) to manage assets and properties of the network
(b) to run and coordinate the network's regular programmes and development programmes, coordinate and oversee activities to be executed including ad-hoc commissions appointed for specific purposes.
(i) To report to the Chairperson on the progress and finances of the network.

Article 12

Office Bearers
12.1 there shall be the following office bearers of the network
(a) The Chairperson
(b) The Secretary
(c) The Treasurer
(d) The secretariat
12.2 Duties of the Office Bearers
(b) The Chairperson
(i) To protect and defend the interests of all members of the network
(ii) To be the chief spokesperson for the network
(iii) To ensure that the constitution of the network is respected (iv) To preside over all meetings of the network
(v) To prepare reports on all activities of the network and submit them to the Board of Directors
(vi) In the absence of the chairperson, the acting chairperson shall perform his duties
(vii) To be signatory to financial accounts of the network (c) Treasurer
(i) To receive monies and keep them in safe custody.
(ii) To effect payment for any lawful claims from clients who have rendered service to the network.
(iii) To keep book (records) of accounts for the income received and expenditure incurred by the network for audit purposes.
(iv) To prepare financial reports for presentation at the General meeting and to appropriate donors.
(d) The Secretary
(i) To be the Chief Executive of the network
(ii) To convene meetings in consultation with the chairperson
(iii) To be secretary to all meetings of the network
(iv) To keep record of all transactions of the network
(v) To facilitate project design and coordinate project implementation
(vi) To be signatory to financial accounts of the network
(e) Legal Secretary
(i) To provide legal advice to the network
(ii) To represent the network in all legal issues concerning the network.

Article 13

Miscellaneous Provisions
13.1 Amendment of Constitution
Nothing in this constitution shall be amended, changed, varied, altered or rescinded except by a resolution at an Special General Meeting specifically called for that purpose and voted at least ¾ of the members present and eligible to vote.
13.2 Resolution of Dispute
If a disagreement shall arise between the network and members of the network including a disagreement in respect of a decision of the Management Team, such disagreement shall be submitted to the General Meeting or any arbitrator appointed by the General Meeting in that regard.

13.3 Conflict of Law

Where, for the purpose of this constitution, any issue arises as to which law should be applicable, then interpretation shall be given by the legal experts and in accordance with the interpretation of law and General Clauses Act, 1972.
13.4 Dissolution of the Network
(c) The network may be dissolved by a resolution passed to that effect by a two thirds vote of all registered members at an Special General Meeting called specifically for that purpose.
(d) Pursuant to provision 13.4(a) above, the General Meeting shall appoint a person or persons to be liquidator or liquidators and make provisions for the disposal of the network's assets and liabilities.
(e) After the disposal of the network's assets and liabilities in accordance with provision 13.4(b) above, the network will be assumed to have been dissolved and will cease to exist, the MCC taking possession of the disposed properties.

This constitution is as adopted and agreed upon at the Constitutional Meeting held in City Hall, Mwanza City Council on _________________ day of ________________ 2002.
Signed by the first elected management team:
______________________________ _______________________________
Chairman (Office Bearer) Ordinary Member
______________________________ _______________________________
Treasurer (Office Bearer) Ordinary Member
______________________________ _______________________________
Secretary (Office Bearer) Ordinary Member