THE REPUBLIC OF UGANDA

 

 

CONSTITUTION

OF

RURAL HEALTH CARE
FOUNDATION
(RHCF)

 

P.O.BOX 10635 KAMPALA

TEL: 0712 832787

256 752 521 813

256 712 446 912





DRAWN BY:

THE FOUNDER MEMBERS

INDEX

ARTICLE I: NAME

ARTICLE II: Motto, Vision, and Mission

OBJECTIVES OF THE ORGANISATION

ARTICLE III: MEMBERSHIP

ARTICLE IV: GENERAL BOARD MEETING

ARTICLE V: EXTRAORDINARY GENERAL MEETINGS

ARTICLE VI: NOTICE OF THE GENERAL MEETING

ARTICLE VII: THE POWERS AND FUNCTIONS OF THE BOARD MEETING

ARTICLE VIII: THE POWERS AND FUNCTIONS OF THE BOARD MEETING

ARTICLE IX: DUTIES AND FUNCTIONS OF THE BOARD MEMBERS - Chair, Secretary, Treasurer

ARTICLE X: PROCEEDINGS OF THE BOARD

ARTICLE XI: THE MANAGEMENT TEAM - Executive Director, Finance Manager

ARTICLE XII: FINANCIAL PROVISIONS - year, cheques, estimates, audit

ARTICLE XIII: BYE LAWS (STANDING ORDERS)

ARTICLE XIV: AMENDMENT/ALTERATION OF THE CONSTITUTION

ARTICLE XV: DISSOLUTION

ARTICLE XVI: INTERPRETATION - the seal, month, board of directors

ARTICLE XVII: - executive committee, secretary, treasurer

ARTICLE XVIII: TERMINATION OF MEMBERSHIP

ARTICLE XIX: GENERAL MEETING

ARTICLE XX: EXTRAORDINARY GENERAL MEETING

ARTICLE XXI: QUORUM

ARTICLE XXII: ADJOURNMENT

ARTICLE I: NAME

The name of the organization is Rural Health Care Foundation, referred to as RHCF.

ARTICLE II

The import of the name Rural Health Care Foundation in this context is to signify transformation of villages into a world in which healthy behaviours flourish. As this is achieved there will be reduced mortality and increased economic status.

Motto:

  • Health for production and wealth.

Vision:

  • To offer quality, accessible, affordable medical care and create a healthy community in body and mind.

Mission:

  • To excel as an enabling organization for the development of the community so as to improve the quality of their lives through increased household income levels, food security and commercial food processing.

OBJECTIVES OF THE ORGANISATION

  1. To increase HIV/AIDS awareness among the community, especially the youth and women in rural communities.
  2. To increase easy access to clean safe water, hygiene, and improved sanitation services.
  3. To build capacity of AIDS orphans to live a quality life and make themselves self reliant through acquisition of practical skills .
  4. Increase food security and commercial processing.
  5. To ensure environmental management and sustainability.
  6. To empower the women and youth in their economic activities.
  7. To ensure health creation among the targeted communities.
  8. To create a protective environment for the community by advocating for human rights and carrying out mine action programmes.

ARTICLE III.

MEMBERSHIP

  1. RHCF shall be a fixed membership organization. The five Founders together will form a stakeholders assembly. The assembly will appoint a five member group as Board of directors.
  2. RHCF shall also work with other professional bodies and academicians as partners.
     
  1. Any person who conducts him/her self in away detrimental to the good name of the organization shall cease to be a member forth with,the poor conduct of such a person shall be determined by two thirds(2/3) of the voting members forming a quorum.
  2. Any person who wishes to retire, shall signing the wish in writing to the Board and shall be removed from the list of members and shall be deemed to have retired.

ARTICLE:IV

GENERAL BOARD MEETING

  1. The Organization shall each year hold a General meeting of stakeholders so long as the organization holds its first Annual Board Meeting within eighteen (18) months of its Incorporation. The Annual Board Meeting shall be held at the organization’s Registered Office or at such other place as the board shall appoint.
  2. The board shall be the supreme authority of the organization that is also chief whipped by the stake holders’ assembly. The body shall show strategic direction for the organization. The board shall hold its meetings three (3) times a year.

ARTICLE V

EXTRAORDINARY GENERAL MEETINGS

  1. All general meetings other than the Annual Board Meeting shall be called Extra Ordinary General Meetings.
  2. All business shall be deemed special; that is transacted at an Extra Ordinary Meeting with exception of accounts and election of members for the management team.
  3. The board may whenever feel fit convene an Extra Ordinary Meetings shall be convened on a written requisition of a quorum of members of the organization to the Secretary of the board.

ARTICLE VI

NOTICE OF THE GENERAL MEETING

  1. Every general meeting shall be called by at least (14) days’ of notice. In case of the Annual Board Meeting, the meeting shall be called by at least thirty (30) days before. The notice shall be exclusive of the day on which it is given in a manner hereafter mentioned to such persons as are the constitution entitlement to receive such notices from the Organization. Provided that a meeting of the Organization not withstanding that is called by a shortest notice that is specified in this constitution be deemed to have been dully convened.
  2. In the case of a meeting called as Annual Board Meeting by all the members entitled to attend and vote thereat.
     
  1. In case of any other meeting by a majority together representing not less than fifty five percent of the total voting rights at the meeting.
  2. Notice of the Board meeting has to be given in writing by the secretary. The chairman is the one to call the meeting.

ARTICLE VII

THE POWERS AND FUNCTIONS OF THE BOARD MEETING

  1. The Annual Board Meeting of the Organization shall be the Supreme Authority in all matters affecting the Organization.
  2. The functions shall greatly be chief whipped by the stakeholders’ assembly.
  3. The stakeholders assembly shall be responsible for sourcing, selecting, and appointment of members of the board.
  4. The functions of the Annual Board Meeting shall be;
  1. To draw and approve policy.
  2. To draw strategic plans for the Organization.
  3. To evaluate the Organization’s activities in the current year.
  4. To approve Annual Budgets and to consider Audited Accounts of the previous year.
  5. To draw and approve programs for the ensuring year.
  6. To source, shortlist, interview and appoint the Chief Executive Officer and other senior members of the Organization.
  7. Define duties and determine the remunerations of the members of staff.
  1. No business shall be transacted at any Board meeting unless a quorum of members is present at the time when the meeting proceeds. Two thirds (2/3) of the members for the time being present in person or by proxy, shall be the quorum.
  2. If at the appointment date and time for the meeting the quorum is not present, the meeting is convened upon requisition of members shall be dissolved. In any case, shall stand adjourned to such other days and such other time and place as the management committee may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be the quorum.
  3. If Chairperson of the Executive Committee is not willing to act as chairperson or no such member is present within fifteen (15) minutes after the time appointed for holding of the meeting the members present shall choose one member to be Chairperson of the meeting.

  1. The Chairperson may with consent of the members present adjourn the meeting from time to time and from place to place.

  2. At a general meeting, a resolution put to vote of the meeting shall be decided by simple majority of the members present and voting on a show of hands unless a poll is before the declaration of the results of the show of hands demanded by:-

  1. Chairperson.

  2. Five (5) members present.

  1. In case of equality of votes, the Chairperson of the meeting, shall be entitled to a second or casting. Vote.

ARTICLE VIII

THE POWERS AND FUNCTIONS OF THE BOARD MEETING

  1. The Organization shall have Board of Directors to compromise of elected Chairperson, Treasurer, and three committee members. The Executive Director of the organization shall be the Secretary while the Financial/Project Coordinator shall be among the three committee members to the board of directors.

ARTICLE IX:

DUTIES AND FUNCTIONS OF THE BOARD MEMBERS

  1. CHAIRPERSON

  1. Will preside over RHCF Board Meetings and will be an ex-officio member of the stakeholders Assembly.

  2. Shall enforce observation of the rules and regulation of the Organization.

  3. Shall be signatory to the Bank accounts of RHCF.

  1. SECRETARY

  1. Shall be Secretary to the Committee. Keep record of proceedings, sending out agendas in time and keep both membership register and their projects indicating financial status.

  1. TREASURER

  1. Mobilizes and receives all membership fees, subscriptions, contributions and all funds from fundraising.

  2. The term of service of the board shall be three years and no member shall serve more than three consecutive terms.

  3. The office of member of the Board shall fall vacant if:-

  1. By notice in writing to resign to the Chairman.

  2. Becomes or is found lunatic or becomes of an un sound mind.

  3. Is removed from office by resolution of a two third 2/3 majority of members of the Board present in general meeting.
     
ARTICLE X

PROCEEDINGS OF THE BOARD

The board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any Executive Committee Meeting shall be decided on a majority of votes.

The quorum necessary for each meeting of the Executive committee shall be three (3)

The Chairman shall preside as chairman at every Executive Committee meeting. If any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding or is unable to act as chairman, members present shall choose one of their members to be the Chairman of the meeting.

ARTICLE XI

THE MANAGEMENT TEAM

  1. The secretary will be run officers of high caliber. The senior staff shall comprise of the executive Director, Director of resources, Programme officer, Project coordinator and other Officer necessary in implementing the goals /objectives of the organisation. Duties and obligations of each Officer and support staff shall be spelt out in the terms and conditions of service.
  1. Is the overall head of all technical staff who are full time employment of the organization.
  2. Preparing the annual work plans of the organization.
  3. To cause the implementation of objectives of the organization.
  4. To oversee the finances of the organization and exercise powers and solicit for funds for the organization.
  5. Preparing and presenting annual reports of the RHCF to the donors and Stakeholders’ Assembly.
  6. Secretary of the management Committee.
  7. Shall be signatory to RHCF account.

DUTIES OF THE EXECUTIVE DIRECTOR

  1. The overall head all the technical staff, who are full time employees of the organization.
  2. Preparing the annual work plan of the organization.
  1. To cause the implementation of the objectives of the organization.
  2. To oversee the finances of the organization and exercise the powers and solicit funds for the organization.
  3. Preparing and presenting annual reports of the organization to donors and annual board meetings.
  4. Secretary of the Board of Directors.
  5. Shall be signatory to RHCF Account.
  6. Chairs all management meetings.

DUTIES OF THE FINANCE MANAGER

Shall keep and disburse under the direction of the Board of Director all money belonging to RHCF .Financies manager shall obtain receipt for all money paid out by him/her.

  1. Shall make sure that all proper books of accounts are preserved and make them available for inspection for those entitled to inspect them.
  2. Develop financial plans for existence of the organization.
  3. Enforce financial policies and procedures.
  4. Control assets of RHCF, keep proper records of the assets, their development and use.
  5. Prepare financial reports and the budgets of RHCF .
  6. Be a mandatory signatory to all bank accounts of RHCF.

ARTICLE XII

FINANCIAL PROVISIONS

The Financial Year for RHCF shall end every 31st May. The Financial Manager shall open and maintain a bank account in the names of RHCF and ensure that all money belonging to and received by RHCF are paid into the accounts.

All Cheques drawn on RHCF account shall be signed by the Executive Director, Finance Manager and any other as the manager Team may resolve.

The annual estimates prepared by the Finance Manager shall make provisions for all the estimated expenditure of RHCF for the financial year concerned.

  1. For approved recurrent and development expenditure.
  2. For payment of salaries, allowances and other charges.
  3. For development and maintenance of the properties of RHCF .
  4. For proper maintenance ,repair and replacement of the equipment and other movable property of RHCF.
  5. For creation of such reserve funds to meet future and contingent liabilities.
     
Annual estimates shall be approved by the Board of Directors. No expenditure shall be incurred except in accordance with the annual estimates approved by the Board.

Financial Manager shall ensure that all books of accounts are duly audited for presentation to donors and the Board of Directors.

AUDIT

Once in every year the accounts for the organization shall be examined and the correctness of income and expenditure account and balance sheet ascertained by properly qualified auditor(s).

ARTICLE XIII

BYE LAWS (STANDING ORDERS)

The Board of Directors shall make bye laws (rules and regulations) for the smooth running of the organization .The bye –laws shall include mode of elections qualifications for office bearers and for appointments ,promotions, remunerations, discipline ,termination of service and dismissal of employees of RHCF .The administrative set up and on any other matters necessary for the smooth running of the affairs of the organization provided these grants are in the Board of Directors’ guidelines or are within the constitution.

ARTICLE X1V

AMENDMENT/ALTERATION OF THE CONSTITUTION

This Constitution or any part of it may be amended by a resolution of the Board of Directors of RHCF, carried out by a 2/3 majority vote of the members present and voting at the board. At least one month’s notice of the intention to amend the constitution and the article to be amended shall be communicated to all delegates before the motion is debated upon.

ARTICLE XV

DISSOLUTION

Rural Health Care Foundation may be dissolved or it shall be carried out by a 2/3 majority vote of the registered members once passed. Three months notice shall be given for the Board of Directors to dispose off any properties and investment to suite the members wish. No property shall be given to individuals but shall be given to projects of most benefits to different types of people in society who share the same vision, direction and objectives of community development.

ARTICLE XVI

INTERPRETATION

THE SEAL

The Seal shall mean the common seal of the organization.
 
MONTH

Shall mean the Calendar months.

“Board of Directors” means the Supreme Administrative body of RHCF.

We, the several persons whose names and address here below subscribed and desirous of being formed into a Board of Directors pursuance of this constitution.

ARTICLE XVII

The executive committee:

There is an established executive committee (herein-after called the “committee” consisting of the chairman, Vice Chairman, Secretary, Treasurer and five other members all of whom shall be elected by the general meeting.

The committee may appoint sub-committees to perform its functions. A sub-committee so appointed may co-opt members of the organization on its membership.

The chairperson, secretary and Treasurer shall be ex-officio members of all the sub committees.

The committee shall meet monthly for the discharge of its functions and shall regulate its own meeting procedures. As far as possible, decisions of the committee shall be by consensus and where voting is necessary, it shall be by show of hands.

The chairman shall be the chief executive of the organization and shall preside of the meetings of the committee and in his absence; the vice-chairman shall preside.

The Secretary shall:

  1. In consultation with and under the direction of the person deal with all administrative functions of the organization.
  2. Consult the chair person in the case of an emergency and subject to ratification by the chairman take such actions as appropriate.
  3. Issue the appropriate notice for all the meetings of the committee and of the general meetings.
  4. Be responsible for recording the minutes of the committee and the general meetings.
  5. Carry out other responsibilities as the chairperson may assign.

The Treasurer shall:

  1. Be responsible for the management of finance of the organization.
  2. Receive and pay monies on behalf of the organization and issue the appropriate receipts or vouchers thereof.
  1. Maintain books of accounts.
  2. Be accountable to the chairperson in carrying out the functions under the constitution.
  3. A member of the committee shall hold office five and shall be eligible for re-election.
  4. The organization shall open Bank Accounts in different Bank accounts as recommended in the resolution of the organization.
  5. The Chairperson ,Secretary and Treasurer shall be joint signatories to all organization’s Bank Accounts together be with any other officer appointed by the executive to do so.
  6. All monies received by he organization shall be banked immediately on the relevant Bank Accounts.

ARTICLE XVIII

Termination of membership:

  1. Any member may resign from the organization by giving one month’s notice in writing addressed to the secretary.
  2. Upon the expiration of the notice, the member shall be deemed to have resigned and shall cease to be a member of the organization without prejudice to his liabilities due to his organization.
  3. Any member whose notice of resignation is received by the committee later than 30th December of any year shall be liable to pay the annual subscription fee for the following year.
  4. The committee may by resolution of two third majority of the members present and voting suspends and expel or otherwise disciplines any member shall give the member an opportunity to be heard.

A person shall cease to be a member:

  1. if he/she is adjudged handicapped
  2. if he/she becomes of unsound mind
  3. if he /she dies

if this organization is dissolved

ARTICLE XIX

A General Meeting of the organization shall be held annually. It shall be called to transact the following business

  1. confirmation of the previous minutes
  2. a report of the activities of the organization for the past year
  3. consideration of the accounts
  4. appointment of auditors
  5. any other matter which may be raised by any which a written notice of at least seven days shall been given
  1. Such other matter as the committee shall decide
  2. Any other business.

ARTICLE XX

Extraordinary general meetings:

  1. Any general meeting of the organization other than the annual general meeting shall be called an extra-ordinary general meeting.
  2. An extra-ordinary general meeting may be called by the committee at any time or upon requisition by one third of the members of the organization to deal with any specific matters.
  3. Upon receipt of a requisition by member of an extra-ordinary general meetings, the secretary shall convene the meeting by giving fourteen days notice in writing specifying the venue, date ,time and business to be transacted.

Provide that the accidental mission to give such notice to or the non-receipt thereof by any member shall not invalidate the proceedings of the meeting.

ARTICLE XXI

Quorum:

The quorum at a general meeting shall be one third of the members entitled to vote at general meeting. No business shall be transacted at general meeting unless a quorum is realized.

If within one hour from the time a quorum is not realized, the meeting shall be adjourned to such other day, time and place for which notice shall be given by the committee.

If at such an adjourned meeting a quorum is not realized within one hour of the time appointed for the meeting the members present shall constitute a quorum and the meeting shall proceed; provided that where such a meeting was convened on the requisition of the members, it shall dissolved.

If at such a meeting ,a quorum is not realized, another meeting shall be called to discuss the matter not earlier than one month.

The notice for meeting shall be given to all members’ fourteen days prior to the date of the meeting/if no quorum is realized at this meeting ,the members present shall be constitute a quorum.

ARTICLE XXII

Adjournment:

The chair person may and shall if requested by the general meeting adjourn the meeting to such place and time as he may find appropriate.

No business shall be transacted at an adjourned meeting other than business left unfinished from the previous meeting.

When a meeting is adjourned for more than thirty days, a fresh notice shall issued convening another meeting.