CHRISTIAN ACTION FOR RELIEF AND DEVELOPMENT Preamble Aware of the fact that South Sudan was fighting for over two decades [1983—2005] solely to have freedom in their environment, hence it has never experienced harmony and development except during the period of the reactive Addis-Ababa Agreement (1972-1983) between the Government of Sudan and the rebel faction in the South commonly known as Anyanya-one. ➢
Shocked by the longest civil war; the region had been heavily devastated and destroyed by the warring factions: educationally, agriculturally, and economically, socially, politically and even spiritually. This has left some of the southerners disillusioned and aimless in life. Hence there is need to restore their hopes, inspire their spirit of actions and let them achieve what they were fighting for.
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Activated by the signing of the Comprehensive Peace Agreement [CPA] in 2005 by the government of Sudan and the Sudan People Liberation Army [SPLA]- the main movement in South Sudan. This agreement led to the peaceful referendum conducted on 9th January 2011 in which the Southerners overwhelmingly opted for separation resulting to the independence of South Sudan on 9th July 2011 from the northern Sudan, hence giving Southerners freedom and opportunity of moving above poverty and underdevelopment line by pulling themselves together as people of dignity and proactive solutions to solve their personal, communal and national problems.
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Challenged by the fact that, despite the South Sudanese gaining their independence and freedom through the shedding of blood. This independence and freedom seems locked in black box. They don’t have keys to open this box due to: a lack of knowledge and skills, inexperience, negligence or even little capacity to get the right key to the right resources, skills and knowledge needed to meet their aspirations and development goals.
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Encouraged by the fact that South Sudan is a country occupying a large portion of Africa ranging from the tropical ecosystem in the north and a portion of equatorial region in the south intermingled with some semi-arid climate in the south east of the country. This interlock of climatic conditions led it to be the most inhabitable area supporting a large density of both fauna and flora on its floor. These include its natural resources and its few species of valuable animals and plants apart from its mineral deposits ranging from oil to uranium. South Sudan having been blessed with these active and visionary people, plenty of untapped natural resources and promising success in life; would like to expose
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its talents, natural resources and positive impacts to the world as well as utilizing them locally; but due to the longest civil war which has taken two decades of unrest in the southern part of Sudan, it has never fulfilled such obligations and interest since the independence of Sudan [1956] up to date. ➢
Therefore Christian Actions for Relief and Development which is: a self governing and South Sudanese Non-governmental organization[SSINGO]; we do hereby form this organization known as Christian Actions for Relief and Development [CARD] hereinafter referred to as ‘organization’ and duly adopt this constitution or any other resolutions that can be made in meeting its stated objectives there at.
Section 1: The constitution. 1.1: Name of the constitution. This constitution shall be called ‘The constitution of Christians’ Actions for Relief and Development herein abbreviated as [C.A.R.D] and has the intention of restoring hope, inspiring actions and picking the best developmental approaches and shall come into force on the date of approval by: a) The general assembly of the organization members. b) The state government of Western Bahr el Ghazal. c) The government of South Sudan. d) The South Sudan Relief and Rehabilitation Commission.
1.2: Interpretations and definitions. ➢ ➢ ➢ ➢ ➢ ➢ ➢
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Christian means follower or believer in Christ Jesus. Action means work or force aimed at achieving something. Relief means any assistance or grants bestowed on the needy section of the society. Development means success and growth of something or somebody to the acceptable and highest standard of living. NGO means Non-Governmental Organization.
SSINGO means South Sudan Indigenous Non-Governmental Organization. SSRRC means South Sudan Relief and Rehabilitation Commission. The law or laws means the law of South Sudan enacted or any statutory modifications of the country guidelines and rules governing its sovereignty. Organization means any organized body of functioning institution aimed at achieving certain goal of development. AGM means Annual General meeting of the members of the CARD. CARD means Christian Action for Relief and Development Board of directors means the board of trustees of the CARD. Executive Secretariat means the executive body entrusted with the running of day-to-day activities and affairs of the CARD. Chairperson means the elected, nominated or appointed head of the board of trustees as well as the chairperson of the AGM.
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Secretary General means any elected, nominated or appointed person to perform the duties of secretary General of the CARD. Seal means any common seal recognized and accepted code of the organization. Office means any registered operational office of the organization. Clear days means the period excluding the day when the notice of the meeting was issued or deemed to be given and the day on which it is to be given or supposed to be issued.
1.3: Cancellations. Expressions referring to writing shall, unless the contrary intention appears, be construed as correct and applicable including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
1.4: Applicability of words. The words, expressions, or inscriptions contained in these articles shall be interpreted and bear the same meaning as in the concept and context for which they were intended or required in the said laws or any statutory amendments or modification thereof in force on the date at which these articles become a binding force on the agency. Words importing gender shall remain and mean the same meaning in which they were intended and shall include any other parts of the words representing persons, corporations and natural beings.
Section.2: Legality status. CARD: ➢ Is legally a Self-governing, non-profit making and non-political indigenous organization. ➢ Shall be legally incorporated and registered by the SSRRC under the South Sudan Indigenous Non-Governmental organization requirements and conditions. ➢ Shall be legally guaranteed with the right to sue or be sued in its own identity, interest and capacity. ➢ Shall be legally accountable and answerable to the state government, national government, NGOs or others institutions to which it is bonded to. ➢ Shall be legally entitled to all privileges, rights, benefits, outstanding services, considerations or gratitude provided by the government of South Sudan to indigenous Non-Governmental Organizations. ➢ Shall be a sole representative of its identity in all transactions, dealings, communication, work execution and other stated activities therein. ➢ Shall be liable to all risks, damages or unexpected incidents thereafter provided that such incidents, risks and damages were not personally and intentionally instigated by the other party.
Section 3: CARD office and areas of operations. Restoring hope, Inspiring actions and Transforming lives.
CARD will have its head office in Wau town in Western Bahr el Ghazal state and its liaison office in Juba South Sudan whiles its branch offices in other states, counties and payams. The liaison office will be having additional coordinating role between the head office, branches and donor offices or other coordinating offices in other parts of the world where its members are existing.
Section.4: Vision. CARD is visionary aspiring to become one of the best initiators and accelerators of development.
Section.5: Goal. CARD is goal focused to develop the capacity of South Sudanese through offering educational, agricultural and health services.
Section 6: Mission. CARD is commissioned to restore hope, inspire spirit of actions and positively transformed the lives of disillusioned and disadvantaged people, educationally, healthily, economically and agriculturally in South Sudan and beyond.
Section.7: objectives. CARD is Objectively organized to: ❖ Work for the capacity building of the South Sudanese so that they are able to mobilize and utilize their local resources for peaceful co-existence, sustainable development and for their collective and individual wellbeing. ❖ Encourage, support and promote their realistic and sustainable development proposals of innovative and proactive solutions or goal set programmes of agriculture and food security growth. ❖ Instill in them and promote the attitude of self-reliance and awareness of the socio-economic empowerment of themselves and their country. ❖ Initiate and encourage a process of total human development that can eventually be maintained and extended through local self-help efforts. ❖ provide a responsible and correct transfer of operational responsibility of running the reliefs programmes by the indigenous organizations or agencies at the earliest feasible time possible and taking into account their capacity to assume such responsibility and aiming at strengthening the voluntary sector of the society. ❖ Work with the people concern in identifying their real needs, activate and motivate their willingness to find a lasting solution and gather the appropriate required resources to solve such a problem. ❖ Foster for a reasonable and viable assurance of economic growth, productive planning, strategic implementation and cost effective resources management skills including concern for leadership skills, appropriate ecological and technological approaches. ❖ Provide for emergency responses aid to a situation of a real need and capacity available to the community.
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❖ Promote and advocate for the provision of the highest and attainable standard of health services, educational services and agricultural development. ❖ Value and advocate for the protection of values, principles and laws of human rights within and among the communities of South Sudan. ❖ Restore the hopes of those disillusioned and traumatized by the war through counseling and reconciliation process of peace building initiatives. ❖ Act as a linking pipe between the government institutions, non-governmental organizations, donors, well-wishers and other associations and the communities.
Section.8: Principles of the organization. The organization is subjected to the following principles. a) The developed human is the best asset a well equipped society can have for its well-being and progress. b) We are understood by the world when we clearly communicate and work together as one united body for a common goal. c) We value the gifts and talents of all people of good will and seek to work collegially for the best anticipated result. d) We have a privilege and responsibility to wisely and economically use the limited resources to care for human and environment. e) We see and understand the needs of other fellow human beings and response to it philanthropically and maximally for the restoration of their lives and dignity. f) We do not work alone but recognize the efforts and concerns of others who will cooperatively contribute to the present situation being addressed. g) We search for, learn, and share our knowledge and resources for the purpose of furthering the efforts and ambitions of other communities or parties. h) We have the prime responsibility of responding to emergency needs of suffering humans and consequential real need.
Section.9: Membership. The membership shall be opened to: a) Local indigenous people of South Sudan, public or private institutions and local organizations of South Sudan whether incorporated or unincorporated which shall meet the minimum criteria and requirements for membership as ruled out by the board of directors and who are interested in furthering the said objectives of the organization after having paid the annual subscription fee as required. b) The local associations, national and international organizations; whether incorporated or not but who are interested in involving in the pursuance and supporting the activities and objectives of the organization and have met the minimum criteria and conditions including the payment of annual subscription fees as set out by the board of directors. c) Individual citizens of South Sudan provided that they are over 18 years and have met the minimum requirements and conditions for becoming a member as set out by the board of trustees and aimed at furthering the objectives of the agency. d) Churches, denominations or any religion that are interested in the said goals and would like to
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build upon the objectives of the organization provided that they have met the minimum requirements and criteria for membership. e) Government departments or sectors who are willing and interested in magnifying and planting the objectives and goals of the organization provided that their roles and responsibilities will not interfere with the anticipated impacts of the organization in the communal operation and have met the minimum requirements and criteria for membership including the payment of annual subscription fees.
Section.10: Categories of members of the organization. The members of the organization are divided into:
A).Honorary members. These are the permanent members of the organization who will be appointed in the general assembly of the Christian Actions for Reliefs and Development at the discretion of the board of directors and Executive secretariat and are interested in supporting the agency. They are the sole source of revenue and incomes of the agency and shall have the voting right in the general assembly of the organization. The honorary members shall be drawn from Government institutions, churches, organizations, state corporations or international organizations working for the same interests and objectives.
B). Ordinary members. These are the temporary members of the organization who have solely and personally subscribed to the memorandum of associations of the organization and shall not have voting right in the meeting of the organization. Sole proprietorship, partnership, cooperatives, corporations and other business enterprises in accordance with their legal standing statutory conditions in which they trade, either in industry, commerce or agriculture sector shall be eligible for membership under the ordinary membership and provided that they shall be required to become the members of the local branch offices in states, counties or payams.
Section.11: The rights of the honorary members of the organization. Subject to the provisions of the organization herein as to define itself from the denoting words and emblem, has given the right to: a) Express their views, faiths and feelings in the meeting of the agency. b) Participate in the discussions, decision-making and activities of the organization provided that they should not contradict the agreed terms and norms of the organization. c) Elect or be elected in any office of the organization. d) Access information, services, activities and policies of the agency. e) Vote against or for a motion in discussion. f) Be notified about the meeting of the organization. g) Get an organization membership card or any other documentation of the organization.
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h) Ask, question, propose or submit in a petition either verbally or written to the person concern and receive a concrete and timely responses. i) Work in any office of the agency in South Sudan. j) Join any political party, religion, denomination, association or union in South Sudan. k) Oppose or support any amendments mean to further the objectives of the agency provided that the majority wins of 50+1 is reached on a consensus discussion against or for the motion in questions. l) Defend the agency existence against any particular group trying to sabotage its resources or policies. m) Report any defaming acts against the organization policies and objectives to the right authority or authorities. n) Resign or end their membership with a notifying resignation letter specifying the reasons behind their resignation.
Section.12: Duties and responsibilities of the members. The honorary members of the organization shall; without violating the equal right of memberships; be entitled to: a) Protecting the property of the agency. b) Combating racism, tribalism, political sectarianism, religious prejudices or any other discrimination. c) Keeping the confidentiality of the organization and any other matters related to the agency. d) Obeying and accepting rules and codes of conduct. e) Paying admission fee and subscription or membership fee. f) Attending the meetings of the organization as programmed and notified by the authority. g) Explaining interpreting and protecting the vision, mission, objectives and policies of the organization. h) Organizing functions, festivals, occasions. i) Transmitting or circulating the vital information of the organization to the people concern. j) Uniting the members under one umbrella and shadow. k) Contributing or participating in fundraising of the agency. l) Dedicating and sacrificing themselves for progress and development of the organization’s objectives and policies. m) Bringing or advocating for peace and reconciliation of the people. n) Helping the communities in collaboration with the state government, non-governmental organizations and humanitarian agencies to implement community projects, activities or progressive strategies. o) Educating the members about disadvantages of corruption and bad governance or tyranny form of leadership. p) Protecting their resources and people through state government supervision. q) Asking the state government, national government, NGOs and any other well-wishers to support and upheld the proposed projects. r) Requesting for execution of their case in court to be justified and ruled out by the court final verdict. s) Amending the constitution or make any alteration where necessary of the organization byelaws and acts.
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Section.13: Loss of membership. The membership shall be lost or terminated if: a) a member resigned officially by a written notice of resignation. b) a member is acting detrimentally towards the organization or individual member of the organization. c) a member is found to be politically affiliating the agency policies and objectives for political aspirations and motives. d) a member is found to be favoring one side of the coin in delivering services of the organization to the people. e) a member is refusing to pay a subscription fees for a period of four consecutive calling or orders. f) a member is ordered by a court of laws and South Sudan jurisdiction body according to their final ruling on the matter in question. g) a member dies or loses their mental capacity to participate. h) a member by virtue of the organization general assembly is found to be illegally dealing with the other party to defame or jeopardize the agency objectives and goals.
Section.14: The Annual General Meeting. 14.1: The composition of the general assembly. The general assembly shall be composed of: a) The honorary members. b) The board of directors c) The executive secretariat. d) The ordinary members. e) Director General.
14.2: Powers and jurisdictions of the general assembly. The general assembly shall be the highest supreme governing body entrusted with the following powers and duties. a) Shall makes policies and provide guidelines for the organization success. b) Review and evaluate the general policies and performance of the organization including the executive bodies of the organization. c) Amend, recommend and provide attestation of avenues for better implementation of those policies of the agency. d) Elect, appoint or nominate the chairperson, the secretary general and the finance secretary at the general assembly. e) Dissolve, liquidate and give the final saying on the execution of the board. f) Pass the annual budget and annual reports of the organization. g) Appoint the auditor general or certified accountant to audit the accounts and financial documents or reports. h) Appoints members of the special and technical committees, as it may deem necessary by the
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general assembly and determine their terms of reference, jurisdictions, duration of service and composition. i) Appoint legal advisor, consultant or mentor for the organization. j) Fix remuneration of the technical and special committees, as may deem necessary. k) Entrust the chairperson of the organization with any other duties, assignment or tasks deem to be necessary. l) Decide on the: complains, petitions, or appeals against any organ of the agency.
14.3: Meeting of the annual general assembly. a) Once a year an annual general meeting shall be held at such a time [not more than twelve months after holding the preceding annual general meeting] and such a place as the executive shall determine. b) The secretary general shall give at least fourteen clear days’ notice in writing to each member. c) At such meetings, the businesses shall include: i. The considerations of the accounts and balanced sheets. ii. Reports of the executive board and executive secretariat on the monthly activities and executions. iii. The elections, nomination or appointment of the members who retired, resigned, expelled, died or new officials. iv. Presentations of the proposal projects, petitions, requests or suggestions to the executive secretariat and executive board. v. Presentation of complaints and verification of issues unresolved.
14.4: Proceedings at general meetings. a) At the discretion of the board of directors and the executive secretariat, the venue, time and agenda of the meetings is to be considered by them. b) If within half an hour from the time appointed for the meeting a quorum is not present. The meeting shall be adjourned to such other day and at such other time and place as the executive board determines. c) the chairperson may with the consent of any meeting at which a quorum is present (and shall as so directed by the meeting) adjourn the meeting from time to time and from place to place but no other business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. d) when a meeting is adjourned for fourteen days or more notice of the adjourned meeting shall be given as in the case of an original being the items to be transacted at an adjourned meeting. e) Any business to be transacted at any meeting is to be adjourned for not more than three consecutive calling or otherwise, it shall not be necessary to give any notice of any adjournment or of business to be transacted at on adjourned meeting. f) the chair if any of the board shall chair every general meeting of the organization or if there is no such chair, or if he/she shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the members of the board present shall elect one of their member to chair the meeting. g) If at any meeting no board member is willing to act as chair the time appointed him/ her holding the meeting the organization member’s chair the meeting provide that they have the
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items to be transacted at the meeting. h) Questions arising at any meeting shall be determined by the majority votes of the members present and in case of an equality of the votes the chairing person or committee shall have a second or casting votes to break the tight.
14.5: The quorum at the general meeting. a) No business shall be transacted at any general meeting unless a quorum of members is present at a time when the meeting proceeds to business. b) Two third of the organization members who were called or issued notices and have voting right present in Person Shall be a Quorum of the meeting. c) The quorum at a general meeting of the organization shall be one held of the total members accredited with membership criteria and requirements and issued with organization membership cards. d) If any at general meeting convened for a legal proceedings it is found out that a meeting quorum is not present at the time appointed for meeting to proceed to business then the meeting may be adjourned to be held on such a date, time, venue and for such a period as may be determined by the organizing committee of the meeting.
14.6: Standing orders and rules. Standing orders and rules come into operation immediately provided always that they shall be subjected to review by the organization in a general meeting and shall not be inconsistent with the provisions of these sectional clauses. a) any board member or executive secretariat who will for four consecutive meetings failed to attend any meeting convened officially by the board or general assembly will be considered as a non existing member and is liable to be replaced by either a by election, appointments or nomination with genuine officially recognized member of the organization who without any other criteria and requirements is complying with the afore said qualifications set forth by the general assembly. b) No member of the organization shall be considered as present in the meeting if without any notice of apology to the information officer with genuine reason failed to attend the meeting. c) any member who will be absent from the meeting for eight consecutive callings is considered as a lost member or departed (defected)member and if without any other disqualification shall be considered as a non-existing member and is officially disqualified from his or her membership. d) Notices of apology, sick leave, resignation, defection or travelling for official duties should reach the office of the information 24 hours before the general meeting. e) No member of the organization is considered by the general assembly to be disqualified at the meeting if notwithstanding the standing orders and rules, is found to detrimentally acting against any member present in the meeting and shall be liable to excommunication or suspension from the meeting.
Section.15: The board of directors. At the annual general meeting, the organization may elect a chair, deputy chairperson, treasure
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and such other honorary officers of [some of whom may be heads of churches, government, public or judicial bodies who shall be elected by virtue of their respective public positions] and as the organization shall from time to time decide in accordance with the criteria and requirements set out by the annual general meeting. a) The minimum number of board of directors shall be seven and the maximum shall be eleven. b) Only members of the agency and representatives of the member organizations and institutions shall be eligible for to serve as members of the board of directors. c) Subject as mentioned herein the policies and general management of the affairs of the agency shall be directed by the board of directors which shall meet not less than six months time a year and when completion shall consist of not less than four members. d) The chair and the honorary officers of the board of directors shall hold office until the conclusion of the annual general meeting of the organization next after their election but shall be eligible for re-election[ provided that no honorary officer shall holds office for more than six consecutive years]. e) On the expiration of such period three years must elapsed before any former honorary officer shall be eligible for re-election. f) Nominations for the board of directors must be made in accordance with an open, transparent and meritocratic criteria and requirements set out by the annual general meeting of the agency in writing and must be in hand of the secretary at least 28 days before the general meeting. g) The board of directors shall fix the remunerations of the staff [not being members of the board of directors] as may in their opinion is necessary and in accordance with the criteria and requirements set out by the agency annual general meeting. h) The board of directors may appoint such special or standing committees as may be deemed necessary by the board and shall determine their terms of reference, powers, duration and composition. i) All acts and proceedings of such special or standing committee shall be reported back to the board of directors as soon as possible. j) The first board of directors’ members shall be those persons named in the statement delivered pursuant to the established registration procedure, who shall be deemed to have been appointed as provided subsequently in the constitution. k) Further to the consultation and consensus, the board of directors shall appoint a patron to the agency, who shall become an honorary member of the board of directors. l) The appointed patron shall have an advisory role with no voting policy or executive powers, and shall be a facilitator between the organization, the community and other donors as when required and shall be required by the board of directors.
15.1: Proceedings of the board of directors. a) The board of directors after every six months is without any restriction from the general assembly sit to discuss and pass resolutions of their board meeting. b) The board of directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit. c) Questions arising at any meeting shall be decided upon by a simple majority voting. d) Any board member or two members of the board may and the secretary shall, on the request of any two members of the board of directors summon a board meeting at any time.
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e) The board of directors may notwithstanding any vacancy in their body, but if and as long as their number is reduced to below the number fixed by the agency to be the quorum at the board of directors meeting , then the board of directors may acts for the purpose of increasing the number of members to that number , or summoning a general meeting of the organization but no other purpose than electing the people to fill in the vacated posts in the board. f) If at any meeting the board of directors the chairperson is not present at the time when the meeting is suppose to start, or after ten minutes waiting off the starting time ,the board of directors members present may choose one of their attendants to chair the board meeting. g) The board of directors may delegate any of their powers to sub-committee consisting of such board of directors members as they think fit. h) Any sub-committee so formed shall conform to any regulations that may be imposed on it by the board and shall report all acts and proceedings to the board fully and promptly. i) If at any meeting the appointed sub-committee chairperson is not present within five minutes after the time appointed for holding the same meeting, then the sub-committee members present may choose one of their attendants to chair the meeting. j) A sub-committee may meet and adjourn as it thinks proper. k) Questions arising at any meeting the sub –committee shall be determined by a simple majority of votes of the members present and in any case of an equality or voting tight then the chairperson may break the tight by having a second voting or casting a vote. l) All acts and discussions done in any meeting by the board of directors or sub-committee shall notwithstanding that afterwards discovered that there were some defects in the in those acts or of any disqualified point be as valid as if every person had been duly appointed and was qualified to be a board member. m) A resolution in writing, signed by all the board of directors members entitled to receive notice of the board meeting shall be as valid and effectual as if it had been passed by a board meeting duly convened and held and may consist of several documents in like each signed by one board member or more.
15.2: Retirement and election of board of directors. a) At the first and every subsequent annual general meeting of the organization all the board of directors’ members who retired, resigned or exempted from their official duties will be replaced by general election. b) A retiring board member is not eligible for re-election. c) The organization at the meeting at which a board member retired in a manner aforesaid may fill the vacated office or Position by electing a person in through voting process at the meeting. d) In default that the retiring board member is offering himself/herself for re-election, should not be deemed to have been re-elected, unless at such meeting if it is expressively resolved not to fill such vacated position then no member of the board is eligible for re-election or unless a resolution for the re-election for such member shall have been put to the meeting e) No person other than a board member retiring at the meeting shall, unless recommended by the board to be eligible for re-election to the board at any meeting unless, a notice is given not less than three or more than twenty-one days before the date set for the meeting. f) There should be at the registered office of the agency; notice in writing signed by a member qualified to attend and vote at the meeting for which such notice is given, of his/her intention to propose such person for election and also notice in writing signed by the that person of his/her willingness to be elected. g) The notice given should have particulars of that person which would if he were so appointed,
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be determined and required to be included in the register of the board members. h) All board members not retired or retiring shall be selected and reelected on merit and trust and shall conduct or dispense with their services on such terms, manner and standards as shall openly and transparently be resolved and determined by the membership of the organization at the general meeting.
15.3: Disqualification and removal of the board member. A board or council member shall cease to hold any office if the member: a) Ceased to be a member of the board by virtue of any provision within the court order to do so. b) Is disqualified from acting as a board member by virtue of the provisions of this constitution. c) Is incapable by reason of mental disorder, illness or injury of managing and administering his/her own property and affairs. d) Resign from the office by a written notice to the organization. e) Cease to be a member of the agency. f) Is absent without the agreement of the board or council members from all meetings held within a period of twelve months and the board or council members resolve that his/her office be vacated. g Is removed from the office by a three-quarter majority vote of the rest of the members present at that meeting special meeting called for that purpose when in the opinion of the board or council members it appears that the member in questions acting in a manner detrimental or prejudicial to the well being of the organization.
15.4: Votes of members and voting rights. a) Every member organization shall have one vote. b) No objection shall be entitled to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to, is tendered and every vote not disallowed at the meeting shall be valid. c) Any objection made in due time shall be referred to the chair whose decision shall be final and conclusive. d) unless a poll is so demanded, a declaration by the chair that a resolution has on a show of hands has been carried out unanimously or by a particular majority or lost and an entry to that effect in the minutes of proceedings of the organization shall be conclusive evidence of the fact that a resolution is passed without proof of the number or proportion of the votes recorded in favor of or against such resolution. e) At any general meeting a resolution put to the vote of the meeting shall be decided on by a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded. f) The poll is only demanded by the chairperson or by at least ten members present and having the right to vote at the meeting. g) the demand for a poll may be withdrawn before a poll is taken, but only with the consent of the chair and the withdrawal of the demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
Section.16: The executive secretariat board. Subject as hereinafter mentioned the general management of the affairs of the organization shall
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be directed by the executive secretariat which shall meet not less than twelve times per annum. The subject mentioned herein shall consist of : a) b) c) d) e) f) g) h) i) j) k)
Secretary General of the organization. Finance officer of the organization. Information and communication officer. Educational officer. Agriculture and food security officer. The medical and environment health officer. Research and training officer. Programmes coordination officer. Administration and planning officer. Emergency reliefs and disasters management officer. The executive secretariat shall be headed by the Secretary General of the organization.
Section.17: Functions and powers of the organization officials. a) the executive secretariat of the organization may with such special or outstanding criteria and requirements as might be considered necessary acts as reporting back powers determine their terms of references, duration, composition and accreditations as may in their opinion recommended on the working team of the organization before accrediting and giving appraisal remarks or regretting comments on issues relating to execution of their duties in the offices. b) The management, running and coordination of the day to day affairs or activities of the organization shall be in accordance with and in compassion with the criteria and requirements lay down by the organization to achieve its goals as aforesaid by the general assembly. c) The executive board and executive secretariat of the organization shall as hereinafter mentioned run the day to day general management of the affairs of the agency and shall be directed by the general assembly of the agency. d) The running of the organization activities and policies is entirely and solely entrusted in the hand of the executive secretariat. e) The mentioned duties, criteria and requirements shall be; without any favor from the organization; structured, fulfilled and carried out by:
17.1: Executive Director. a) To ensure that the policies and programmes of the agency are toe lined and implemented. b) To undertake the supervision of the projects and reliefs operations at different areas. c) To present progressive reports, draft constitutions, drafted manifesto, and basic policies documents to the general assembly of the organization. d) To present overall performance and problems, obstacles and challenges facing the organization or any other relevant information to the general assembly. e) To assure diligent, transparent and proper use of assets and financial resources of the agency. f) To present the organization’s voice at the national level or international level. g) To solve and adjust the agency problems with the help of the board of directors. h) To identify the deployment s or lapses in the implementation process and ascertaining reasons for such deployment or lapses. i) To approve or reject the proposed projects or activities of the organization. j) To sign the genuine official documents of the agency.
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k) To delegate and assign one of or some of the board to represent the organization at national or international level. l) He/she is elected by the general summit.
17.2: Secretary General. The secretary general is a law abiding person who will: a) Be a chief administration of the organization and answerable to the director general. b) Prepare the agenda and keep the minute book, Book of resolutions and completed works report. c) Receive the report of all departments except those falling directly under the director if any. d) Organize and notify all the legal members of the organization to attend the meetings. e) Maintain and report on the performance of human personnel’s within the organization at all levels and give appraisals for each of the working team. f) Draw up plan, articulate vision and identify the priorities areas of the agency. g) Write the letters and official documents of the organization. h) Read out the minutes of the meetings either at the annual general assembly or any other extra ordinary meetings. i) Send and receive official correspondences from all stakeholders and members of the agency. j) Type and print the documents of the organization. k) Carry out any other duties assigns to him/her. l) He/she is elected by the general assembly.
17.3: Finance officer. The fiscal transaction and financial circulation is entirely and trustfully entrusted in the hand of finance officer who will a) Be in charge of the financial affairs of the organization. b) Be in responsible for keeping and controlling the expenditure of the money. c) Be administrator of the budget and ensure strict abidance of all concerns by setting guidelines and procedures for financial transactions at all level of the organization. d) Keep financial records of the agency and exercise control over its bank account or accounts in the manner prescribed by the financial regulations of the organization. e) Collect and keep subscription fees registrations fees, donations, grants or gifts by the members or other well-wishers. f) Prepare the auditing and budgetary summary to the auditors to be presented to the organization for approval. g) Prepare and outline the strategic plan for the financial year and let it be endorsed by the organization. h) Carry out studies on new source of incomes for the organization. i) Sign and verified the transaction vouchers. j) Reimburse the petty cash book of the organization. k) He/she is appointed by director. l) He/she removed by him/her.
17.4: Administration and Planning secretary. a) is the chief of human resources management of the agency. b) Is planning for human resources development in the organization.
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c) d) e) f) g) h) i) j)
is required to handle all the problems of the working team of the organization. is expected to tell the workers of the conducts and rules of the organization. is entrusted with the responsibility of performance appraisal of the organization workers. Is giving the reports of the problems of workers to the director general for further resolution. Is controlling the transfer and locomotion of human resources. is required to prepare and present the list of misbehaving members to the general assembly. is empowered to represents and comments on behalf of the organization in any meeting of the executive secretariat. is appointed by the director general.
17.5: Information and communication secretary. The information and public relation secretary is far and wide entrusted with the responsibility of a) Disseminating the information through different means like: printing, email, audiovisual communication or broadcasting, newspapers, phone calling as well as journals magazine or press release of the organization. b) Providing training for the information cadres. c) Notifying and distributing notifications for the meetings. d) Controlling the communication equipment and other sourcing information. e) Organizing the venue for meeting carry out or any other activity given him/her by the executive board f) He/she is elected by the general summit.
17.6: Agricultural and food security secretary. This is the person given the sole responsibility of: a) Controlling agricultural and food security projects. b) Monitoring and evaluating the activities of those involved in the agricultural production. c) Coordinating the agricultural and food security activities in the areas where there are agroactivities of the organization. d) Giving the information or reports of the agriculture to the programmes coordination officer. e) Designing the best agricultural and food security developmental approaches that can be used to boost the production of crops and animals. f) Giving the accumulated final reports of the agricultural section to the general assembly. g) Liaisons with ministries of agriculture at state and national level. h) He/she is appointed by the director general.
17.7: Programmes coordination secretary. The programmes coordination secretary is logistically entrusted with the role of: a) Coordinating the organization affairs at all levels. b) Supervising the projects’ activities and polices. c) Facilitating and evaluating the organization activities at all levels and giving the final report to the director general and secretary general. d) In conjunction with the other secretaries, distributing and reimbursing the agency resources at all levels. e) Together with the finance officer receiving and buying the items, materials or other equipment of the agency.
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f) g) h) i) j)
With other secretaries organizing and initiating organization activities and coordinate? Proposing the activities framework and adjust their timely operation or activity Assuming the position and powers of the director general in case he/she will be absent. Doing any other works or jobs given to him/her. He/she is appointed by the director general in accordance with the requirements and criteria lay down by the agency.
17.8: Research and training secretary. The research and training secretary is obliged to: a) Collect information and present them to the secretary concern for further verification and compiling. b) Conducted and coordinate the trainings, workshops, conferences and exhibitions of the agency. c) Compile and recommend on the activities of the different sections of the organization and present them to the appropriate authority. d) Design and adjust the information gather and analyzed by other people of the organization. e) In collaboration with all the secretaries, determine the budget, venue, date and time of the training, workshops, conferences and exhibitions. f) Give the final report of the organization to the programmes coordination secretary. g) He/she is appointed by the director general.
17.9: Educational secretary. He /she is entrusted with the role of: a) Controlling the affairs of the education. b) Collecting educational information and presented them to the programmes coordination secretary. c) Outline the problems facing the education section of the organization. d) Build schools and renovate other learning centres of the organization. e) Select and coordinate the school supervisors and head teachers of the schools. f) Plan for the betterment of the teaching staffs and other working bodies of the education section. g) In collaboration with the ministry of education at state or national level Prepare and report on the performance of the education section to the general assembly. h) He /she is appointed by the director general and is removed by him/her only.
17.10: Medical and environmental health secretary. The medical and environmental health is expected to; a) Take the role of coordinating health centres set up by the organization. b) Supervise and direct the health workers in different health centres. c) In partnership with the ministry of health at state or national level give the accurate reports of the health activities, situations and standard of living of the people in that particular area. d) Plan for better health improvement in the health centres set up by the organization. e) Train and educate the community about healthy lifestyles and environmental health issues.
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f)
Report the information and proposed projects for health to the programmes coordination secretary. g) Find and approve sites intended to open up health centres. h) He/she is appointed by the director general.
17.11: Emergency reliefs and disaster management secretary. The emergency reliefs and disaster management secretary shall be responsible for: a) The control of reliefs and emergency aids addressing a specific situation in a particular area. b) Outlining the necessary steps needed to attain the best anticipated outcomes. c) Planning for the best and durable solutions for the crisis being addressed and that shall be in line with the aforesaid objectives and goals of the organization. d) Requesting and presenting the problems facing the community in question and the way forwards of how to achieve the best result out of the crisis being tackled. e) Arranging and coordinating the flow of reliefs and emergency aids. f) The establishment of the link between the government institutions, international organizations and any other well-wishers who want to help in the situation being addressed. g) Educated the community on disaster preparedness and management in the rural context and urban context. h) Doing any other work assigned to him/her by the director general of the organization. i) He/she is appointed by the director general.
Section.18: Duration of exercising office powers. a) The executive board shall hold or exercise their powers and duties for a maximum of two years before a fresh general election, nomination and appointment are held and the most trusted honorable executive members are eligible for re election. b) no any office holder of the organization shall hold an office for more than three consecutive terms if without the alteration of the organization policies an honorable office exceeding three consecutive years must elapsed two consecutive terms before he/she is eligible for reelection. c) nomination and appointment of some of the executive board and executive secretariat must be made in accordance with the open, transparent and meritocratic criteria and requirements lay down by the organization and the letter of recommendation must be in writing and received by the electoral body for at least 24 days before the general summit of the organization . d) In the blinking vacated position, no by-election will be made or nomination and appointment of any person into that position without the letter of resignation, retirement or expulsion from the person to the director general for consideration.
Section.19: Removal and disqualification of any office holder. Any office holder in the organization shall cease to be a member of the executive board and
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executive secretariat if: a) He /she become incompetent by reason of mental disorder or retardation failed to execute his/her duties. b) He/she becomes dormant or lazy in managing and officiating his/her own affairs. c) He/she resigned from the office by written resignation notice to the organization. d) He/she ceased to be a member of the organization. e) He/she is removed from the office by a two third majority votes of the rest of the general summit or by director general recommendations or execution. f) He/she by virtue of any provision within the laws of southern Sudan or state constitution and by virtue of the constitution of the organization is disqualified from acting as one of the organization executive. g) he/she is without any notifying information to the member of the executive failed to attend meeting held within a period of twelve weeks and the executive resolves the vacated position by imposing a by election, nomination or appointment of other registered member of the organization who is qualified to hold that post. h) He/she is found in or appears to be acting in a detrimental or prejudicial manner to the wellbeing of the organization. i) He/she is terminated to be a member of the organizations under the condition or restrictions prior to the termination of membership.
Section.20: The incomes and revenues of the organization. 20.1: Membership Contributions and Subscription fees. a) The members of the organization who undertake to join the operations of the agency will be contributing yearly fee to the organization assets and the same being enrolled on the registrations and subscription fees to be paid at the discretion of the Principles and rules aggrandized to be the directing tools of the organization. Registration fee shall be in accordance with the reception into organization operation and services, a binding virtue of the individual right and identity recognized by the organization owing to the Concerns that the organization will offer to the member. b) Subscription fee will be liable to the working team of the corporate public and private companies, govern institutions, local and international organizations, churches and any other well-wishers who with a value of investment, therewith may deduct a five percent of their earnings to serve as a subsidiary assets of the working team aimed at restoring indemnity of the projects resolved, emended or transformed into more effective programmes.
20.2: Grants and Donations. The organization may in good faith and trusted projects or programmes receive grants or donations from: a) Corporate private and public institutions, local and international organizations, government institutions, donors, churches and any other well-wishers. b) These grants or donations will be channeled through the agency bank account under the rules and restrictions of south Sudan procedures and regulations on grants and donations and approved by the Secretary General, Director General and finance officer of the organization. c) The three signatories will be recognized by the banking institution to be the legally accepted
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standard by the agency. d) The grants and donations will be utilized in accordance with the projected outcomes of the organization.
20.3: Leasing organization assets. The agency at its own discretion and risk may lease some of the assets like land, buildings, vehicles or any other assets. The leasing process or decision is to be ruled out by general assembly pinpointing the reasons and conditions letting the organization to lease or hire out its assets. The leasing process or hiring out of assets is don’ts and dos type of procedures and restrictions since the accepted standardized regulations may fail to work for the organization. On no account will assets be leased by CARD that have been granted or entrusted to CARD for a specific purpose or project that does not include leasing.
20.4: Creation of Income Generating Activities. (I.G.A) . The members of the organization will be on the eve of self-employment if the agency with creative and innovative projects, will create income generating activities like: vegetables cultivation, orchard gardening, massive town cleaning, floricultural gardening or any other small scale farming at different levels. The members taking up the role of creating such activities will be assisted by the organization and their indemnity will be restored. The organization will only deduct ten percent from the total income and the remaining shared equally among the working team.
20.5:Fundraising Occasions:
The agency may organize fundraising occasions in different states ,counties, payams or bomas in South Sudan or any nation to fund a well stratified and projected plans or it can be for emergency cases which will occurred unexpectedly in one of the areas in South Sudan. This fundraising event will be done to fulfil the principle of responding to the emergency need or situation. The collection boxes or bags will be ascertained with one of the executive members and one from the government officers; that is no fundraising collection which will be handed to the organization without being witnessed by one of the board, one government officer from the state in lieu of sending the amount directly to the organization bank account or if the contribution will be in term of items, then the items will be Witnessed before being taken away.
Section.21: Expenditures and Expenses. The incomes and property of the organization shall be solely applied towards the promotions of its objectives as set forth in this memorandum of understanding and no portion thereof shall be paid or transferred directly or indirectly by way of bonuses or otherwise howsoever by way of profit to members of the agency and no member of the board of directors shall be appointed to any office of the organization paid by salary or fees or receive any remuneration or other benefits in money or money’s worth from the organization; provided that nothing herein shall prevent any payment in good faith by the agency:
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a) Of reasonable and proper remuneration to any member, officer, employee or consultant of the union not being a member of the board of directors for any service rendered to the agency. b) Of interest on money lent by any member of the organization or of any lending institution at not less than 2% below the minimum lending rate of a clearing bank selected by the organization. c) Of reasonable and proper rental fee for premises demised or let by any member of the organization or of any person or institution. d) of fees ,remuneration or other benefits in money’s worth to the organization of which a member of the organization may be also holding not more than one percent of the capital of the organization . e) Of out-of-pocket expenses to any member of the executive board and executive secretariat who incurred those expenses during official duties or on official burdens but it must be communicated and certified. f) Of any premium paid for insurance to cover the liability of the board of directors and the employees of the organization. g) Of expenses for sponsoring students for further studies (in collaboration with state ministry of education, national ministry of higher education and other stakeholders). h) Of catering for meetings, occasions and other agency activities. i) Of organizing workshops or trainings on: peace building and conflict management. j) Of constructing offices and buying office furniture and equipment. k) Of transportation and accommodation expenses. l) Of constructing or building premises or conference halls for the organization. m) Of hiring vehicles, tables, chairs, halls or offices for the agency. n) Of official trips to other places for genuine reasons and official duties. o) Of catering for supportive, innovative and creative projects intended to support a particular group of people. p) Of fuel for vehicles, motorcycles, generators or any other locomotive service. q) Of official communication and documentations like printing, graphic designing, posters, sign posts, lithography, photography or any other means of communication in the organization.
Section.22: Notices of the general meeting. a) For any general meeting and a meeting called for passing of a special resolution shall be give at least fourteen clear days notice in writing while other meetings called extraordinary meetings shall be given at least seven clear days notice in writing. b) The notice shall be specifying the place, day, time and date of the meeting and in case of special business or items to be discussed on that day as shall be given in a manner to such persons as being the members of the organization. c) The accidental omission to give a notice of a meeting to the person or non-receipt of the notice by any person entitled to receive notice shall not invalidate the proceeding of that meeting. d) Any notice may be served on any member either personally or on its appointee as the case may be, or by sending it through the post in a prepaid letters addressed to such a member at his/her last known address and any letter sent shall be deemed to have been received within the clear days of posting. e) Any notice to be given to or by any person pursuant to the article shall in writing except that a notice calling a meeting of the board and executive secretariat which need not be in writing but electronically by phone call, email, fax and any other means of
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f)
g) h) i) j) k)
l)
m)
n)
communication. The organization may give any notice to a member either personally or by sending it through postal services, emails, fax or even phone callings provided that the decoding person is officially being accessed by the office concern. Notice of every general meeting shall be given in any manner mentioned herein before being authorized to the recipient. Every member except those who [having no registered addresses within their locality or failed to disclose their whereabouts] is entitled to receive a letter. The auditor for the time being in the agency executing his/her auditoria duties is coordinately summoned for a meeting called. Each board member or executive secretariat is officially notified by the office concern. Any member presents in person at any meeting of the agency shall be deemed to have received notice of the meeting and where necessary of the purposes of which the meeting was called. No person shall be entitled to have received notice of the general meeting if there is no proof that an envelope containing a notice was properly addressed, prepaid and posted or sent ; shall be a conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or sent. No any other notice apart from the officially stamped and signed letter and shall herein if need be addressed properly and correctly to the person in such a manner that without any ambiguity or alteration may formally accredited the official writing or documentation. In case of any official postponement of the general meeting after the receptions of the notices, the office issuing the notices may in a manner prescribed by the executive board issues other notices to the members before a seven-day period to the meeting and in such a manner change or stipulate a date, time and venue as aforesaid by the notices issued and no items[agenda] on the notices given before the postponement should be changed at whatsoever cost or inevitable obstacles unless at the general meeting.
Section.23: The branch offices. a) The executive secretariat shall with such outstanding powers establish branch offices in different areas where they think it is necessary to do so and that will enhance the productivity or operations of the organization provided that such moves are in line with the objectives and goals of the organization. b) Each branch office so established shall be subjected to the bye-laws and code of conducts of the organization. c) The areas of operation or otherwise including the entity of the regional or local branch shall be subjected to the prior approval of the executive secretariat. d) The branch will be deemed to have adopted the model rules for branches as prescribed from time to time by the executive secretariat unless it has, with the prior approval of the executive secretariat, adopted other rules and regulations. e) Representations of whatever kind to other bodies or individuals may only be made by the branch within the framework of the stated policies and through or with the prior approval of the executive secretariat. f) All legacies bequeathed to the agency shall be received by the finance officer or other appropriate officer of the agency but subjected to any special trusts by which such legacies may be affected. g) The branch may be empowered by the executive secretariat to receive donations and any
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money received or raise by it and let it be expended by the branch in its areas of work and solely for the furtherance of the said objectives thereof. h) The branch may be empowered by the executive secretariat within the approved policy of frameworks for so doing to enter into partnerships; provided that consultancy develop and provide specialized educational and training programmes or services and initiate or participate in advocacy initiative in furtherance of the particular areas of its approved work and solely for the achieving the best result of the said objectives. i) Subjected to these regulations, the branch office may generally manage its own affairs and shall be solely responsible for its own debts and liabilities and shall not pledge the credit of the organization or that of the executive secretariat or of any individual member of the executive secretariat or otherwise. j) Subjected to these regulations and other approved policy frameworks, the branch may be empowered by the executive secretariat to set up branches in other parts of the world with the intention of pursuing the outlined objectives and goals. k) The branch office may if need be publishes literature solely in the name of the branch and for its approved areas of work and other associated or relevant purposes, but such publications should not contain any statement contrary to the policies or objectives of the organization.
Section.24: The seal of the organization. The board of directors shall provide for safe custody of the a seal, if any which shall only be used by the authority of the board of directors and executive secretariat and every instrument to which the seal shall be affixed shall be signed by one of the board members and shall be countersigned by the secretary or any person acting as an authorized body to act on behalf of the board of directors for that purpose.
Section.25: Annual report and Account. The board of directors shall with good intentions and trust be ready to: a) Comply with the obligations under the South Sudan or any other statutory re-enactment or modifications of those laws with regard to the preparations of annual reports and its transmission to the appropriate authorities as designated. b) Keep the accounts of the agency and rendered it to the legal auditing chamber. c) Prepare the annual cash book summary. d) Adjust all financial and fiscal affairs of the organization and report it to the general assembly by legally recognized auditors. e) Lay before the general assembly a copy of every balance sheet [including every document required by law to be annexed thereto] with the accepted standard and format. f) Validate bank cheques issued in the name of the agency and shall hold three signatories that is the secretary general, chief accountant, and one of the board member. g) To analyze and submit all financial reports to the secretary general of the board of directors on monthly basis. h) Keep bank account in a reputable incorporated and licensed to operate in South Sudan. i) Follow the accepted modern and standard ways of accounting in regard to rules and procedures related to the accounting field.
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j)
Give a copy of the audited and approved financial reports of the organization at the officially recognized and registered office of the agency for accountability and transparency. k) All accounting reports shall be inspected by the members having the right to vote in the general meeting of the organization.
Section.26: Auditing procedures and fiscal restrictions. At least once a year the accounts of the organization shall be inspected for accuracy and transparency and verification of the expenses and debentures, or otherwise the balance sheet shall be ascertained by an auditor or certified accountant appointed by the auditoria experts. All books of accounts, receipts, vouchers, credit cards, debit cards or invoices shall be submitted to the auditing committee. Materials, equipment or assets, other than cash shall be recorded and kept for annual auditing. All auditors approved for auditing must first be annexed to a certified auditor and approved by the auditor general of the committee. The board of directors and executive secretariat shall comply with their moral and legal obligations with regard to: a) Keeping the accounting records and transactional vouchers for the agency. b) Preparing the annual accounts for the agency. c) Selecting or appointing the auditoria committee entrusted with the role of auditing the financial accounts of the agency. d) Transmitting the annual reports and accounts for the organization to the appropriate and have-right-to-authorities as required by the law. e) Submitting the annual fiscal reports and statements of accounts to the general assembly of the agency. f) Opening the bank accounts of the agency in the name of the organization. g) Putting at least three signatories of the recognized and authorized officials on the bank cheques, credit cards, vouchers and any other monetary documentations of the agency as arranged by the organization. h) Make sure all financial and fiscal affairs of the organization are being regulated by the fiscal and financial policy of the agency with the supervision of the standing financial committee. i) The auditing committee shall be given the prime and authoritative right of inspecting and analyzing every book, documentation, cheque and any other transactional cards necessary for their auditoria duties.
Section.27: The fiscal year of the organization. a) The financial year of the organization is a cycle of calendar year and shall be consistent with the annual general assembly meetings that is after every twelve months of the first fiscal year.
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b) The fiscal year period is not restricted to timing the performance and activities of the organization but to create atmospheric conditions of accountability and transparency.
Section.28: Pensions and allowances. a. The organization may exercise the power of granting only gratuities to the working class of the organization. b. This provision is being included allowances and other annuities necessarily considered to be the rights and privilege of the person in respect to the service rendered to the organization by him/her. c. The organization shall not under whatsoever gives any or convened any pension scheme with the working class of the agency provided that nothing will prevented it from including death allowances to the person widower/widow or any dependent in person entrusted with the sole responsibility of taking the legacy of the deceased.
Section.29: Borrowing Powers of the organization. The board of directors may exercise all powers of the organization to: a) Borrow money for the organization in the name of meeting the set objectives and goals. b) Mortgage or charge its undertaking and property or any part thereof. c) Issue debentures, debenture stock and other securities; whether outright or as security for any debt, liability or obligation of the agency or any charitable body where such action will directly further the objectives of the organization.
Section.30: Trust property. Subjected to the provisions of the agency and regulations adopted for the this purpose, the board of directors shall cause the title to: a) All lands, premises and vehicles held by or entrusted to the organization. b) All investments held by or on behalf of the agency to be vested either in corporation entitled to act as custodian trustee or in not less than five individuals appointed by them as holding trustees. c) Remove holding trustees at their discretion and pleasure and shall act in accordance with the lawful directions of the board. d) All holding trustees shall be entitled to indemnity out of the agency for all expenses and other liabilities incurred by them in the processes of executing their duties. e) The board of directors shall not be liable for any acts and default of its members.
Section.31: Indemnity of the organization. Subject to the provisions as may be required by-law, every board of directors member or other officers or auditors of the agency shall be indemnified out of the assets of the organization
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against any liability incurred by the member in the capacity in defending any proceedings, whether civil or criminal, in which judgement is given in favor of or in which the member is acquitted or in connection with any application in which relief is granted to the member by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the organization.
Section.32: By-laws and Rules. a) The board of directors may from time to time make by-laws and rules as deem necessary for the proper management and conduct of the organization. b) The purpose of prescribing classes of and conditions of membership, and in particular without prejudice to the generality of the foregoing by such regulations. c) The rights and duties of such members and the terms on which members may resign or have their membership terminated. d) The proper determination of entrant fees, subscription fees, and other fees or payments to be made by the members. e) The conduct of the members of the agency in relation to one another and to the organization employees. f) The proceedings of the general meetings and other meetings of the board, council or subcommittee in so far as such procedures are not inconsistent with this article.
Section .34: Amendment and alterations of rules and bye-laws. The organization in a general meeting shall have the ultimate power to: a) Alter, add to or repeal the resolutions, by-laws and rules so long as they shall be binding force on all members of the organization. b) Passing the resolutions, by-laws and rules provided nevertheless that resolution, by-laws and rules shall be inconsistent with, or shall affect or repeal anything contained in the memorandum of understanding or articles of the association of the agency. c) The memorandum and articles of association may be a resolution passed by not less than twothird of the members present in the meeting or by postal arrangements and voting at a general meeting. d) The resolutions, by-laws and rules to be passed at the general meeting should be included in the notices of the meeting pointing out the terms of the alterations proposed. e) No amendment or alteration may be made which can have the effect of making the organization cease to be a charity to be or a charity at law.
Section.35: Exemption and taxation. Under the acts of South Sudan on the relief and aids for the people the imports of the organization , upon due application or request and on approval by the ministry of finance, trade and industry,
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shall be exempted from all taxes, custom duties, exercise duties or any other due tariffs imposed on commodities, equipments, machineries imported thereby purposely for the main reason of offering reliefs or aids to the affected population in South Sudan.
Section.36: Sanctions and penalties. Without prejudice to any law in force in South Sudan, the organization , the board, the executive secretariat and any delegated sub-committee may subject and impose civil penalties, criminal charges, or any other offence on the individual or corporation who shall act in contravene of the organization provisions. A sanction or penalty may include: a. Oral or verbal warning. b. Written warning. c. Suspension of membership, services or any other means deemed necessary for the organization. d. Dismissal upon failure to pay due membership fee, subscription fee, or any other gross misconduct.
Section.37: Arbitration. If and wherever any difference shall arise between the organization and any of its main or subsidiary branches, their respective representatives, organs, or members or otherwise touching the construction of any of the provision, regulation, or rules laid down herein containing or any act or thing made or done or to be done or omitted or in regard to the rights and liabilities arising hereunder or arising out of the relation existing between the parties by reason of these present or act of law, such difference shall hence forthwith be referred to appointed arbitrators or judicial body of South Sudan.
Section.38: Dissolution of the organization. a) The board of directors by a simple majority may decide at anytime that it is necessary or advisable to dissolve the organization. b) The dissolution notice recommends all members having voting right to attend a meeting so called for not less than 60 clear days notice [stating the terms of the resolution to be proposed thereat]. c) If such decision shall be confirmed by a three-quarters majority of the total number of the organization members that have voting right and have by voting at or by postal ballot ;passed the resolution of dissolving the agency then the board of directors shall have the power to realize any asset held by or on behalf of the organization. d) Any asset remaining after the satisfaction or payment of any debt or liability shall be given to such other charitable institution or organization having similar objectives as the board of directors may determine. e) If upon winding up or dissolving the agency, there remains unpaid for debts or liabilities of the organization, then the same shall not be claimed by one of the members but in lieu the deal
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transferred to any other charitable agency or institution to claim the entity of the dissolved organization and which proclaim the same objectives and interests.
Endorsement of the constitution: The undersigned people acting as the board of directors in the said organization had attested and reaffirmed to have read all the inscriptions, decrees, acts, rules, regulations and bye-laws Contained in this constitution.
1. Most. Rev. Moses Deng Bol
Chairperson
2. Rev. James Baak Nhial
Deputy Chairperson
3. Rev. Andrew Apiny Macham
Secretary General
4. Mr. Malong Garang Akol
Treasurer
5. Rev. Peter Anguei Akook
Deputy Secretary
6. Mrs. Mary John Garang
Member
7. Rev. Peter Garang Deng
Member
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