A COMPANY LIMITED BY GUARANTEE THE COMPANIES ACT, 1955.
In this Constitution:
“The Act” means the Companies Act, 1955.
“Secretary” means the Secretary of the Foundation or any other person appointed to perform the duties of the secretary of the Foundation.
(a) Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
(b) Unless the context otherwise requires, words or expressions contained in these Articles of Association shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Foundation.
Membership of the Foundation shall, subject to meeting such criteria as may be approved by the General Assembly, be open to every person and will consist of the following categories:
- institutional membership;
- affiliate members;
- individual members.
Institutional Membership shall be open to all organizations and bodies that have active interest in Cancer Research. Each Institutional member:
(a) shall have one vote within the General Assembly;
(b) is not permitted to vote by proxy;
(c) may be represented by up to five duly authorized members of such institutional member at any General Assembly of the Foundation, such member(s) may vote on behalf of their organization or body at any meeting of the Foundation where such organization or body is entitled to vote.
Affiliate Membership shall be open to all organizations and bodies connected with health care, and education in the sciences generally. Affiliate members shall not have any voting right and each affiliate member may be represented by not more than two duly authorized members of such affiliate member at any General Meeting of the foundation.
Individual Membership shall be open to every individual that applies to the Secretary indicating such desire and is admitted by the Trustees of the Foundation Each individual member:
(a) shall have one vote within the General Assembly;
(b) may vote by proxy at any General Assembly provided that prior written consent signed by the Chairperson and two other members of the Board of Trustees of The Foundation was obtained before the General Assembly, and provided also that a member shall not be permitted to vote by proxy for more that one individual member;
Organs & Functions
The organs of the Foundation will comprise of the General Assembly, The Board of Trustees, and the Standing Committees.
The General Assembly shall:
(a) be known as the Annual General Meeting, and shall, whenever the need arises for it to meet more than once in a year, be known as the Extraordinary General Meeting;
(b) consist of all the paid up members of the foundation attending the Annual or the Extraordinary General Meeting;
The quorum for any Annual or Extraordinary General Meetings shall be two-thirds of the paid up members of The Foundation present either in person or by proxy;
Resolutions at Annual General Meetings shall be passed by simple majority of the votes at the meeting;
Extraordinary General Meetings shall have all the powers of Annual General Meeting PROVIDED that resolutions at Extraordinary General Meetings shall be passed by a majority of two-thirds of the votes at such meetings;
The Annual General Meetings shall be convened at the instance of any member of the Foundation supported by one-third of the paid up members of the Foundation or by the Board of Trustees.
An Extraordinary General meeting may be convened at any time upon:-
(a) a resolution of the Board of Trustees requesting for such meeting;
(b) a requisition by members setting out the resolution or resolutions to be proposed at the meeting, signed by at least one-quarter of the paid up members and personally served on the Secretary of The Foundation Secretariat.
The Chairperson of the Board of Trustees shall preside over all the General Meetings;
The Secretary of the Board of Trustees shall take minutes of all General Meetings;
The General Assembly shall:
- elect the Chairperson, Vice-Chairperson and all other members of the Board of Trustees with the exception of the Secretary of the Foundation;
- approve the Foundation Annual Report, including it’s approved set of Accounts;
- approve the Annual Strategic Plan of The Foundation, including it’s budget;
- approve any other points on the agenda of the Annual General Meeting.
Issues for the agenda of any General Meeting may be proposed by any member of the Foundation provided that such proposal shall be supported by at least one-third of the members present at the meeting.
The Agenda of General Meetings shall be proposed by the Board of Trustees and approved by the General Meeting.
The Act Organs & Functions The Board of Trustees
The Secretariat shall be headed by the Secretary of The Foundation and shall consist of such number of full-time and/or voluntary staff as the Board of Trustees may deem expedient. It’s responsibilities shall include:
- preparation and presentation of the Annual Report and Statement of Accounts to the Board of Trustees;
- preparation and presentation of the Annual Work Plan and Budget to the Board of Trustees;
- financial Management of The Foundation in line with financial procedure approved by the Board of Trustees and the General Assembly; and
- such other duties as may be delegated to it by the Board of Trustees.
THE ADVISORY BOARD
The responsibilities of the Advisory Board is,
(a) to provide advice to Board of Trustees
(b) to help in opening corporate and government
The Programme Coordination Committee shall :
be chaired by one member of the Board of Trustees and shall have a representative of the foundation as permanent member; have a Secretary to take minutes of each meeting; and meet as appropriate, or when requested by the Chairperson of the Committee.
The responsibilities of the Programme Coordination Sub-Committee shall include:
To develop programmes for the Francis Degaulle Njie Foundation; To develop an environment in which the different committees and projects can be coordinated; review and track national and international policies relevant to the Foundation; provide advise and guidance to the foundation on key areas or issues which require detailed analysis and tracking;develop and maintain working relations with Departments of State and other organizations that are relevant to the overall objectives of The foundation; and such other duties as may be delegated to it by the Board of Trustees.
Finance Committee shall–
(a) review all the Foundations income and expenditure;
(b) provide a financial report to the Board on a quarterly basis and at the Annual General Meeting.
Audit Committee shall,
(a) review the record of deposits and disbursements to ascertain that proper internal controls are being met. Committee members shall be separate from the individual who handles these records on a daily basis;
(b) provide an Audit Report to the Board on an annual basis at the Annual General Meeting.
Resource Mobilization Committee shall,
(a) raise funds for the exclusive benefit of the Foundation;
(b) liaise with other committees to mobilize resources for specific activities and programs.
Education and Awareness Committee shall
(a) develop educational projects and programs for the Foundation
(b) manage education projects and programs of the Foundation
(c) increase awareness about the Foundation and its objectives
Medical Health and Charity Committee shall
(a) develop medical health and charity programs and projects for the Foundation;
(b) manage medical health and charity projects and programs for the Foundation.
SOURCES AND MANAGEMENT OF THE FUNDS OF THE FOUNDATION
(a) is empowered to receive and accept donations, grants, endowments and gifts of various kinds;
(b) is to pay such wages, salaries, gratuities, and such other sums as are necessary for the efficient running of the foundation;
(c) is not to permit any part of it’s funds to be used for the benefit of any individual or member except as reasonable compensation;
(d) shall open and maintain bank account(s) with bank(s) convenient to the association;
(e) the signatories to the bank account(s) shall be the Chairperson of the foundation, the Treasurer and the Vice Chairman will act as a back-up signatory PROVIDED that any two of the above mentioned signatories shall be sufficient to validly sign a cheque to withdraw money from the said bank account(s).
The accounts of the foundation shall annually be audited by a qualified Accountant or Accounting Firm.
The foundation shall make such by-laws as are necessary for the proper and efficient operation of the foundation.
- Draft proposal to amend this Constitution shall be sent to the Secretary of the foundation not later than twenty-one ( 21) days before it is to be deliberated upon by the General Assembly.
- The Secretary of the foundation shall cause the said draft proposal to be an item on the agenda of the General Assembly.
Subject to the provisions of (1) and (2) above a poll shall be conducted and by a resolution passed by three-quarters majority of the paid up members of The foundation present at any General Assembly the proposed amendment shall be effected.
Subject to the provisions of any law in force in the Republic of The Gambia, the foundation shall be dissolved upon a resolution for the dissolution of the foundation passed by four-fifths majority of the paid up members of the Foundation present at any General Assembly provided that the petition for the dissolution of the Foundation shall prior to the meeting be an item on the agenda of the said meeting.
The dissolution shall take effect from the day when the resolution is passed and the Board of Trustees shall be responsible for the winding up of the assets of the foundation.
The assets of the foundation shall upon the dissolution of the foundation be used to meet the foundation’s debts and other financial obligations and the remaining balance shall be handed over to any Charity or Charitable Organisations as may be agreed upon by the foundation prior to the dissolution.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Foundation, in pursuance of this Constitution.