CONSTITUTION - YMCA Africa · The Africa Alliance of YMCA’s CONSTITUTION !!!CONSTITUTION!! 6!! 3....

The Africa Alliance of YMCA’s CONSTITUTION

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CONSTITUTION

REVISED DECEMBER 2010


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SUMMARY OF CONTENT

I. ARRANGEMENT OF ARTICLES 2 & 3 II. PRELIMINARY PROVISION,

• OUR PLEDGE 4 • PREAMBLE 4

ARTICLE PAGE

1. THE CONSTITUTION AND NAME 5 2. PURPOSE 5 3. HEAD QUARTERS 5 4. OBJECTS 5 5. MEMBERSHIP 6 6. ANNUAL SUBSCRIPTIONS 7 7. NATIONAL MOVEMENT AND THE ALLIANCE 8 8. TRAVEL AND OTHER COST TO ALLIANCE MEETINGS 8 9. DISCIPLINE OF MEMBERSHIP 8 10. OFFICE BEARERS AND TERM OF OFFICE 10 11. DUTIES OF OFFICE BEARERS 10 12. REMOVAL FROM OFFICE(OFFICE BEARERS AND EXECUTIVE 13

COMMITTEE MEMBERS) 13

13. APPOINTMENT OF GENERAL SECRETARY 13 14. DUTIES OF GENERAL SECRETARY 14 15. ZONAL STRCUTURE 15 16. THE EXECUTICE COMMITTEE AND ITS COMPOSITION 15 17. FUNCTIONS OF THE EXECUTIVE COMMITTEE 16 18. SUB COMMITTEES 16 19. MEETINGS 16 20. MEETINGS OF THE EXECUTIVE COMMITTEE 16 21. THE WORLD ALLIANCE AND OTHER FRATERNAL ORGANIZATIONS 17 22. NOTICE OF EXECUTIVE COMMITTEE MEETINS 17 23. QOURUM 17 24. GENERAL MEETINGS - COMPOSITION 17 25. ORDINARY GENERAL MEETIUNGS 17 26. EXTRAORDINARY GENERAL MEETINGS 18 27. NOMINATIONS COMMITTEE 18 28. QUORUM FOR GENERAL MEETING 19 29. CHAIRING OF GENERAL MEETING 20 30. PROXY 20 31. CONDUCT OF MEETING 20 32. RESOLUTION AND VOTING 20 33. PROCEDURE AT MEETING 20 34. FAILURE TO SERVE NOTICE OF MEETING 21 35. USE OF FUNDS 21


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36. SAFE KEEPING OF FUNDS 21 37. SIGNATORIES TO ACCOUNTS 21 38. INVESTMENT OF FUNDS 21 39. TRUSTEES 22 40. POWERS AND DUTIES OF TRUSTEES 22 41. FINANCIAL YEAR 23 42. AUDITOR OF THE ALLIANCE 23 43. FINANCIAL STATEMENT 23 44. PRESENTATION OF FINANCIAL STATEMENT 23 45. BYE–LAWS 23 46. AMENDMENT OF THE CONSTITUTION 24 47. DISSOLUTION 24


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OUR PLEDGE AND PREAMBLE

OUR PLEDGE

We, members of the Africa Alliance of YMCAs with the desire of preserving the Christian values and cultures of our past and strengthening our work to meet present challenges of young people, hereby establish the following goals for our members and constituents, and adopt this constitution of the Africa Alliance of Young Men’s Christian Association (AAYMCA).

PREAMBLE

The Africa Alliance of Young Men’s Christian Association re-affirms and subscribes to “The Paris Basis” (1855), the set down imperatives known as the Kampala Principles (1973), the African Alliance Statement of Purpose and Challenge 21, our worldwide contemporary mission statement. The Alliance members are bound together by covenant established as principles to inform the work of the YMCAs in Africa which are:

Addis Ababa Principles 1965 Mombasa Covenant 1988 Naivasha Think Tank 1994 Lome Agreement 1997 Nairobi 99 1999 Accra Covenant 2007


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ARTICLE 1 THE CONSTITUTION AND NAME 1 (a) The sovereignty of the Africa Alliance of Young Men’s Christian Association resides in the

member National Movements and its volunteers in whose name and in whose interests the governance of the Alliance is to be exercised in the manner and within the limits laid down within this constitution.

(b) This constitution shall be the supreme law governing the Alliance, its operations and its members; and all other laws, bye-laws, policies and arrangements of the Alliance shall take their validity in accordance with the provision of this constitution.

2. The name of the Association shall be “The Africa Alliance of Young Men’s Christian Association” (hereinafter referred to as “the Alliance”).

ARTICLE 2 PURPOSE 1. The Alliance is formed by the YMCAs of Africa to facilitate and strengthen the rendering of

services that shall accomplish the Christian Mission of the YMCA in Africa and empower young people.

2. The Alliance is the representative organisation of the YMCAs in Africa and is an integral part of the Word Alliance of YMCAs.

ARTICLE 3 HEADQUARTERS

The Headquarters of the Alliance shall be based in Nairobi in the Republic of Kenya or at such other location in Africa as may be determined by the Executive Committee from time to time, with the approval of the General Meeting.

ARTICLE 4 OBJECTS

The objects of the Alliance are to undertake in Africa, as the representative organisation of the YMCAs in Africa and the World Alliance of YMCAs, all or any of the following activities:

1. To facilitate the building of the Pan-African YMCAs with a shared vision and a core identity based on: (a) Africanness (b) Youth Focus (c) Ecumenical Christian Heritage.

2. To facilitate the strengthening of existing YMCAs in Africa.


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3. To support local efforts to establish new YMCAs through the Chartering process and to extend YMCA services in countries where YMCAs do not exist.

4. To promote and inspire Youth work that aims at empowering the youth and producing competent young people.

5. To build the capacity of member movements in the areas of (a) Leadership and Organizational Development. (b) Programme design and implementation. (c) Youth Empowerment. (d) Resource Development. (e) Network and Strategic Alliance.

6. To monitor and evaluate National Movements’ activities and to intervene in cases of

emergency, conflict, and situations which threaten the stability and survival of Member Movements with the aim of solving these problem in the interest of the YMCA and the Alliance.

7. To intervene in situations likely to bring the name of the YMCA into disrepute.

8. To coordinate and encourage Inter-Movement Cooperation within the worldwide family of YMCAs.

9. To encourage National Movements to fulfill the Christian Mission through YMCA programmes and activities.

10. To provide for exchange of expertise, knowledge, ideas and common concerns through bulletins, meetings and correspondence.

11. To do such other things that may be incidental or conductive to the achievement of any of the said objects.

ARTICLE 5 MEMBERSHIP 1. Any National Movement in Africa may be admitted into membership of the Alliance on

written application, after satisfying all the conditions for membership as laid down by the Executive Committee of the Alliance and in conformity with the provisions of the constitution

2. The following shall be the conditions for membership of the Alliance:

a) Belief in the aims and objectives of the YMCA movement as documented in the “Paris Basis” and the other documents stated in the preamble.


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b) Actual practice of the belief in clause 2(a) above in the member’s programmes and activities.

c) Ability and willingness to attend meetings of the Alliance as well as participation in programmes of the Alliance

d) At least 4 local Associations with a total membership of at least 100 persons

3. There shall be only one National Movement in the same country at all times. 4. There shall be the following categories of membership:

a) Full Membership b) Associate Membership c) Nominal Membership d) Honorary Membership

5. In this Constitution, unless the context otherwise provides:

a) Full Membership means membership, which entitles a National Movement to enjoy all the rights of a member of the Alliance as per the Constitution and any other working document of the Alliance;

b) Associate Membership means such membership other than full membership;

c) Nominal Membership means such membership, which does not entitle a National Movement to any rights because: i) such movement has not really joined the Alliance and is in early stages of its

formation;

d) Honorary Membership means membership accorded to a body or institution which

has similar objects like those of the Alliance, but which does not give such institution any rights of full membership.

ARTICLE 6 ANNUAL SUBSCRIPTIONS 1. Every member of the Alliance shall pay an annual subscription to the Alliance. 2. The amount of subscription shall be fixed in the bye-laws using an equitable formula. 3. The agreed subscription shall be due at the latest by the 30th day of April each year. 4. A defaulting National Movement may lose its voting rights, entitlement to subsidy and

funding from the Alliance.


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ARTICLE 7 NATIONAL MOVEMENTS AND THE ALLIANCE CONSTITUTION 1. National Movements are the owners of the Alliance and therefore shall:

a) Maintain direct relationships with the World Alliance. b) Pay due regard to all resolutions and recommendations of both Alliances. c) Conform to the requirements of this Constitution in order to retain their membership

rights. d) Indicate in their Constitutions the role of the Alliance as provided for in this Constitution. e) Provide in their constitutions a clause empowering Africa Alliance to monitor and evaluate National movements and to intervene in cases of emergency, conflict and

situations which threaten the stability and survival of National Movements and or situations likely to bring the name of the YMCA into disrepute. Provided that where such a provision does not exist in a National Movement’s constitution, the Africa Alliance constitution shall prevail.

f) Align their programmes and policies to the shared vision of the YMCAs in Africa. g) Adhere to common governance procedures and leadership standards of the Alliance.

2. The Africa Alliance shall be an Ex-Officio Member of the Executive Committee of all

member National Movements of the Alliance. This clause shall hold notwithstanding the fact that this provision is not provided for in the Constitution of National Movement(s)

ARTICLE 8 TRAVEL AND OTHER COSTS TO ALLIANCE MEETINGS

Every National Movement of the Alliance shall, unless otherwise agreed to by the Executive Committee of the Alliance, be responsible for all expenses of travel, board and lodging of its representative or any other members associated with the Alliance to meetings and gatherings of the Alliance.

ARTICLE 9 DISCIPLINE OF MEMBERSHIP 1. Membership or the Membership rights of any Member may at any time be suspended or

revoked as the case may be by the Executive Committee if in the opinion of the Executive Committee such a Member: (i) is not acting in harmony with this Constitution; or (ii) is acting or its operations are being conducted by its governing body in a manner which

may bring itself or the Young Men’s Christian Association Movement generally into disrepute.


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2. In performing its functions under article 9 (1), the Executive Committee shall as a first option, suspend the membership and or membership rights of the member National Movement concerned.

3. If membership of a Member is suspended or revoked, as the case may be, by the Executive

Committee, the Executive Committee shall immediately forward by registered mail to the member’s official address written notice of such suspension or revocation, giving the reason(s) for such suspension or revocation. The letter may entreat the member to purge itself of the offence or irregularities.

4. (a) Upon suspension of a member or membership rights of a member, the Executive Committee shall set up a sub-committee to monitor the member’s compliance aimed at assisting the member to regain its full membership .

(b) The executive committee shall review the recommendations of the sub-committee on a suspended member. 5. Within 90 days from the date of posting of such notice of suspension or revocation (or with

the written approval of the Executive Committee at any time thereafter) the Member may give notice in writing to the Alliance of its intention to appeal against such suspension or revocation (hereinafter referred to as the “Notice of Appeal”).

6. The Notice of Appeal shall specify the reason why, in the opinion of the member, the

suspension or revocation of the membership or membership rights should be cancelled and its full membership or rights of membership restored.

7. Subject to the approval of the Alliance in writing, a suspended member shall be entitled to

attend at its own expense and to address the Executive Committee or Ordinary General Meeting in support of its Notice of Appeal it had filed earlier.

8. If a member has delivered the Notice of Appeal to the Alliance as described above then the

Executive Committee shall have the matter placed on the agenda of the next Ordinary General Meeting, whose decision shall be binding, provided that a minimum of two-thirds of those present and voting at such meeting pass a resolution on the issue.

9 a) A suspended National Movement whose review report indicates that it is not co-

operating or working hard to purge itself of its action on the subject matter of the suspension, the Executive Committee shall have the matter placed on the agenda for its next meeting to consider possible revocation of the member’s membership.

b) If the Executive Committee deems it fit to recommend revocation of the membership of

a member, it shall refer the matter to the Ordinary General Meeting for consideration. The decision of the OGM shall be binding upon a two thirds majority vote of those present and voting


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10. a) The exercise of the powers of revocation shall be used by the OGM as a last resort.

b) The OGM shall have the right to reinstate membership or membership rights. c) The Executive Committee shall stipulate the procedures to be followed in the

suspension or revocation of membership of a member.

ARTICLE 10 OFFICE BEARERS AND TERM OF OFFICE 1. The Office- Bearers of the Alliance shall be:

a) The President a) The Vice President b) The Treasurer and c) The General Secretary (Ex-Officio).

2. Each Office-Bearer other than the General Secretary shall:

a) Be elected by the Alliance in an Ordinary General Meeting from among the delegates of National Movements of the Alliance who are entitled to attend that meeting.

b) Hold office for four years and be eligible thereafter for re-election in the same capacity for only one more term.

3. Executive Committee Members shall serve on the Committee for a maximum of three

consecutive terms, but no member shall serve more than two consecutive terms in the same position as a member of the Executive Committee inclusive of the position of an officer.

ARTICLE 11 DUTIES OF OFFICE BEARERS

11 A. THE PRESIDENT

It shall be the duty of the president to: 1. Ensure that the Executive Committee and all other committees under it operate in a

manner consistent with the Alliance’s own constitution, bye-laws, governance policies and other requirements legitimately imposed upon it.

2. Develop Executive Committee agenda which address policy issues in consultation with

the Executive Committee and General Secretary and with reference to its annual calendar.


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3. Chair all meetings of the association using agreed upon rules. In this regard he or she facilitates fair, open decision-making by encouraging discussion at its meetings, and diversity of viewpoints at meetings.

4. Follow up with individual officers regarding adherence to standards and expectations in

relation to attendance, roles and speaking with one voice. 5. Provide leadership to regular evaluation and review of the board process and policies. In

this regard, the president shall act as the key spokesperson on behalf of the association to the media, community and other NGO’s on policy-related issues.

6. Lead the Executive Committee in annually monitoring and evaluating the performance of

the General Secretary and is a member of the General Secretary Evaluation Task Force Group.

7. Support and promotes the association’s mission, vision, values and organizational

outcomes to stakeholders and the community. In this regard, he or she acts as the key spokesperson on behalf of the association to media, community and other NGO’s on policy-related issues.

8. Make decisions and or take action on behalf of the Executive Committee when required,

consistent with association’s policies on governance and on the Executive Committee /General Secretary relationship.

9. Where necessary, may attend meetings of the standing committees of the Association as an ex-officio member.

10. Perform any other duties assigned to him or her by the Executive Committee or the

Alliance.

11 B. THE VICE PRESIDENT

It shall be the duty of the Vice President to:

1. Carry out the responsibility of the President as delegated by the President and act in his

or her absence.

2. Generally assist the President in discharging his or her duties.

3. Assist the President with issues relating to board process, technical and governance issues and ensuring good relations with internal stakeholders and National Movements.


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4. Perform any other duties assigned to him or her by the Executive Committee or the Alliance. In this regard, the Executive Committee shall assigned specific roles to the Vice President for the effective functioning of the Executive Committee and the Alliance.

11C. THE HONORARY TREASURER

It shall be the duty of the Treasurer to: 1. Be responsible for the overall financial policy of the Alliance, in accordance with the

directives of the Executive Committee and for the maintenance at all times of proper books of accounts and presentation of full and accurate accounts to the Executive Committee and to the Alliance at its General Meetings as and when required by the Executive Committee.

2. Ensure that the financial records of the Association, including books of account, are

kept as required by and complies with the relevant laws of the Headquarters country of the Association.

3. Ensure that financial statements are rendered to the Executive Committee, the

Members or others, as and when required.

4. Present a full and detailed account of receipt and disbursements of the Association whenever requested by the Executive Committee, or the auditor of the Association.

5. (a) Develop agenda for meetings of the Finance Committee.

(b) Chair the meetings of the Finance Committee. (c) Facilitate fair and open discussion in the meetings of the Finance Committee.

6. The Treasurer may direct the General Secretary with respect to financial record keeping. Any contentious issues shall be dealt with in consultation with the Executive Committee.

7. Liaise with the General Secretary on a regular basis and is available for informal discussions regarding accounting and investment matters.

8. Perform any other duties assigned to him or her by the Executive Committee or the

Alliance.

11 D. The Executive Committee shall enact bye laws setting out the qualification of all officers of the Alliance


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ARTICLE 12 REMOVAL FROM OFFICE (OFFICE BEARERS AND EXECUTIVE COMMITTEE MEMBERS)

1. An Office Bearer or Executive Committee member shall cease to hold office if and

whenever: (a) He/she resigns in writing, or (b) His/her own National Movement ceases to be a member of the Alliance, or (c) He/she is removed from office by the Executive Committee

2. An Office Bearer or Executive Committee Member shall be removed from office on any of

the following grounds: (a) Gross misconduct (b) Evident inability to perform his or her duties. (c) Failure to attend meetings (both Executive Committee and or Officers’ Meetings) at

least two (2) consecutive times in the case of Office Bearers. (d) Failure to attend meetings of the Executive Committee Meetings including other

emergency meetings at least two (2) consecutive times in the case of Executive Committee Members.

(e) Any other grounds the Executive Committee shall in its opinion deem appropriate.

12. An office bearer or Executive Committee member who is being removed from office shall be informed in writing of the intended decision and shall be granted the opportunity to be heard before the final decision to remove him or her from office is taken and approved.

13. The Executive Committee shall fill any such vacancies occurring between Ordinary

General Meetings as a result of the above. 14. The Executive Committee shall enact bye-laws spelling out procedure to be followed in

performing its functions under this article

ARTICLE 13 APPOINTMENT OF GENERAL SECRETARY 1. The General Secretary shall be appointed by the Executive Committee of the Alliance, on

the recommendation of the officers, at such salary and on such other terms and for such period as the Executive Committee may determine from time to time;

2. Subject to his/her contractual rights or remedies, the General Secretary’s appointment may be terminated by the Executive Committee.

3. The ground for termination of his or her appointment shall be any of the following: a) Gross misconduct or act(s) detrimental to the healthy growth and reputation of the

Alliance.


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b) Gross incompetence and or underperformance c) Any other grounds founded in the relevant international labour conventions and/or in

the contract of employment and/or any other act(s) the Executive Committee shall deem fit for this purpose.

4. The Executive Committee shall enact bye laws spelling out the procedure to be followed

in performing its functions under this article.

ARTICLE 14 DUTIES OF THE GENERAL SECRETARY The duties of the General Secretary should include:

1) Interpreting the strategic directions of the general meetings and the Executive Committee and provide operational framework and system for the implementation of the direction.

2) To design and monitor the implementation and the evaluation of the strategic plans of the Alliance as per its strategic direction.

3) To ensure resource development of the Alliance.

4) To manage the financial and human resources as per the standards set by the Executive Committee.

5) To ensure the day-to-day management of all the affairs of the Alliance and promotion of

its activities, subject only to any general or special directions given to him/her by the President acting on behalf of the Executive Committee.

6) In consultation with the President, the appointment and termination of the services of all

staff of the Alliance, in accordance with such establishment, salaries and other conditions of service as may have been approved by the Executive Committee.

7) In consultation with the President, convene all General Meetings, officers’ meetings, Executive Committee and Sub-Committee Meetings of the Alliance.

8) Such other duties as the Executive Committee may from time to time require of him/her.


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ARTICLE 15 ZONAL STRUCUTRE 1. It is hereby provided that the Africa Alliance shall be structured into Zones (Eastern,

Southern and Western) for the purpose of its effective functioning. 2. Pursuant to article 16 (1), the General Secretary shall, subject to the approval of the

Executive Committee, set administrative structures to ensure the effective functioning of the zones.

3. The zones may have its own governance structures but shall be subordinate to and under

the direction of the Alliance.

ARTICLE 16: THE EXECUTIVE COMMITTEE AND ITS COMPOSITION 1. There shall be an Executive Committee of the Alliance consisting of the following members:

a) The Four (4) Officers Bearers. b) Three (3) Zonal Chairpersons. c) The African Alliance Representatives elected to the World Alliance Executive

Committee. d) One Youth e) One Woman f) The Immediate Past President

2. General Secretary and the Immediate Past President shall be Ex-officio members of the

Executive Committee without voting rights. 3. The members of the World Alliance Executive Committee from Africa shall be

automatically nominated to serve on the Executive Committee as part of Article 16(1). 4. Pursuant to Article 16(1)(C), the Alliance is hereby empowered to coordinate, and shall

coordinate and without prejudice regulate the process for nomination of candidates to the World Alliance Executive Committee to ensure credibility, and solid representation at both the World Alliance and Africa Alliance Levels; the autonomy of National Movement to the World Alliance notwithstanding.

5. Pursuant to article 16(1)(B), Zonal Chairpersons of the three zones shall be automatic

members of the Executive Committee.

6. The Executive Committee may co-opt up to three National General Secretary to it with no voting rights.


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ARTICLE 17 FUNCTIONS OF THE EXECUTIVE COMMITTEE

Subject only to any general or special directions given by the Alliance at its General Meeting, the Executive Committee shall be responsible for setting the strategic direction of the Alliance, and the general management of all affairs of the Alliance for the promotion of the objects of the Alliance, with ultimate authority over all persons serving the Alliance. .

ARTICLE 18 SUB – COMMITTEES 1. For the better performance of its duties, the Executive Committee may from time to time

appoint Sub-Committee (of which in each case a majority shall be members of the Executive Committee and other co-opted members with dedicated ability to serve the Alliance), with such duties and powers, whether executory or advisory, for such a length of time as the Executive Committee deems fit.

2. The executory powers of any Sub-Committee may include power to act as delegate and in

the name of the Executive Committee provided that a Sub-Committee may co-opt up to three other persons it may deem fit in consultation with the General Secretary.

3. The Executive Committee may co-opt up to three other person on each committee. ARTICLE 19 MEETINGS 1. For the purposes of its meetings, the Alliance shall have the following types of meetings:

a) General Meetings which may be any of the following i. Ordinary General Meeting (OGM), ii. Extra Ordinary General Meeting.

b) Officers Meetings. c) Executive Committee Meetings including Sub-Committee Meetings

ARTICLE 20 MEETINGS OF THE EXCUTIVE COMMITTEE Meetings of the Executive Committee shall be convened by the General Secretary in

consultation with the President or at the request of at least two thirds of the National Movements in accordance with the provision of this constitution to be held at the headquarters of the alliance or any such venue as may be determined every year.


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ARTICLE 21 THE WORLD ALLIANCE AND OTHER FRATERNAL DELEGATES 1) The Secretary General and/or the president of the World Alliance of YMCAs or his/her proxy

shall be a non-voting member of the Executive Committee. 2) The representative of the Y’s Men International, Africa Area shall be a non-voting delegate

of the Executive Committee.

3) Fraternal delegates from other National Movements outside Africa may be invited to attend meetings of the Alliance but shall not have any vote.

ARTICLE 22 NOTICE OF EXECUTIVE COMMITTEE MEETINGS

Notice of every such meeting shall be given to every member of the Executive Committee, Presidents or Chairman of National Movements and National General Secretaries of all members of the Alliance at least sixty days in advance.

ARTICLE 23 QUORUM 1. At any meeting of the Executive Committee or any sub-committee thereof, one third of its

members shall constitute a quorum. 2. Provided that if at any such meeting there is no quorum within sixty minutes of the time

appointed, the meeting shall stand adjourned to the same place and time twenty-four hours later, and the members then present shall constitute a quorum.

ARTICLE 24 GENERAL MEETINGS – COMPOSITION 1. At every General Meeting of the Alliance each National Movement shall be represented by

its National chairperson, its National General Secretary, a young person who shall be its National Youth Chairperson provided he/she is between the ages of 18 and 30 and its gender representative.

2. In absence of any these delegates, the National Movement shall appoint proxies and properly constitute him/her/them as such.

ARTICLE 25 ORDINARY GENERAL MEETING 1. The Ordinary General Meeting of the Alliance shall be convened by the General Secretary

in consultation with the President in accordance with the provisions of this constitution,


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every four years by written notice sent to every National Movement of the Alliance at least ninety days before the date of the meeting.

2. The agenda for any Ordinary General Meeting shall consist of the following:

a) Confirmation of the minutes of the previous Ordinary General Meeting. a) Receiving, considering and adopting a report from the President and the General

Secretary on the activities of the Alliance since the previous Ordinary General Meeting. b) Receiving, considering and adopting the audited accounts of the Alliance for the four

financial years which have elapsed since the previous General Meeting. c) Election of Office-Bearers (other than the General Secretary). d) Election of other members of the Executive Committee and Board of Trustees. e) Consider and affirm constitutional amendments if necessary. f) Such other matters as the Executive Committee may decide or of which notice shall

have been given to the General Secretary by a National Movement at least sixty days before the date of the meeting.

ARTICLE 26 EXTRA-ORDINARY GENERAL MEETING 1. An Extra-Ordinary General Meeting or a special General Meeting shall be convened at a

date not more than ninety days after receipt by the General Secretary of a requisition for the same by written notice from not less than thirty percent of the members of the Alliance specifying the purpose(s) thereof or by a resolution of any meetings of the Alliance as it shall direct.

2. An Extra-Ordinary General Meeting or a Special General Meetings of the Alliance may be

convened by the General Secretary in consultation with the President in accordance with Articles 14, at any time by written notice specifying the agenda sent to every member of the Alliance at least sixty days before the date of the meeting.

ARTICLE 27 NOMINATIONS COMMITTEE 1. The Executive Committee shall appoint a Nominations Committee one year before the

Ordinary General Meeting to prepare the election of Office bearers and other Members of the Executive Committee in accordance with Articles 11(1) and 17 of this constitution.

2. a) The Executive Committee shall appoint the person to chair the Nominations Committee. The Nominations Committee shall consist of five (5) members, representative of the YMCA constituency in Africa taking into consideration geographical zones, experience, age and sex. At least two of these members shall be under 30 years of age.

b) The General Secretary shall be the Secretary to the Nominations Committee.


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3. a) The Nominations Committee shall normally meet at least once before the Executive

Committee Meeting.

b) At least nine months before the Ordinary General Meeting, the Nominations Committee shall inform National Movements of the coming elections and request for nominations to fill the various posts.

c) The nominations shall reach the Committee not later than five months before the

Ordinary General Meeting and the Committee shall prepare the list of nominations to be presented to the Ordinary General Meeting.

d) Each nominated candidate shall be formally endorsed by his or her own National

Movement in order to be valid. 4. In presenting the prepared list of nominations, the Nominations Committee shall:

a) notify the Ordinary General Meeting of the names of the original number of candidates nominated by National Movements for each post;

b) set out in its report the criteria used for the preparation of the nominations; c) circulate a list of all original nominations showing the National Movements which

have nominated each candidate. d) circulate a final list of candidates to national movements two months before the

Ordinary General Meeting. 5. In addition to the provisions of article 12, the selection criteria for Office- Bearers and

Executive Committee Members shall be as follows: a) proven integrity; b) proven active membership of the YMCA; c) commitment to the cause of the YMCA in accordance with the documents provided

for in the Preamble; d) readiness to contribute to the growth and development of the Alliance, e) readiness to travel at short notice to the meetings of the Alliance

6. Individual members of the Nominations Committee shall not be eligible for nominations unless the nominee shall have relinquished his/her membership of the Nominations Committee

ARTICLE 28 QUORUM FOR GENERAL MEETING 1. The Quorum for a General Meeting of the Alliance shall be not less than one-third of the

total number of persons entitled to attend and vote.


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2. Provided that if at any such meeting there is no quorum within sixty minutes of the time appointed, the meeting shall stand adjourned to the same place and time the next day and the persons then present shall constitute a quorum.

ARTICLE 29 CHAIRING OF GENERAL MEETINGS

At all General Meetings of the Alliance and all meetings of the Executive Committee, the President or, in his absence, the Vice-President, shall preside in accordance with Article 11, or in the absence of all of them, a person duly attending and selected by the meeting shall preside.

ARTICLE 30 PROXY 1. Any person entitled to attend any General Meeting of the Alliance or a meeting of the

Executive Committee may be represented by a proxy appointed by his/her National movement who may both speak and vote in his/her place (if the appointee has a right to vote).

2. Provided that such proxy shall be a member of the same National Movement and such

proxy shall not be eligible for election on his/her own right ARTICLE 31 CONDUCT OF MEETINGS

The President or any other person presiding may at his/her discretion limit the number of persons permitted to speak for or against any motion or issue.

ARTICLE 32 RESOLUTIONS AND VOTING 1. Except as otherwise expressly provided by this Constitution, resolutions shall be decided by

a simple majority on show of hands. 2. Provided that in case of equality of votes; the President or other person presiding shall have

a second or casting vote. ARTICLE 33 PROCEDURE AT MEETINGS

In all other respects, procedure at General Meetings of the Alliance and meetings of the Executive Committee shall be in accordance with such regulations, as the Executive Committee may from time to time prescribe; or, failing such regulations as directed by the President or other person presiding at that meeting.


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ARTICLE 34 FAILURE TO SERVE NOTICE OF MEETING No General Meeting of the Alliance or meeting of the Executive Committee shall be invalidated by accidental failure to give notice thereof to all members concerned, if such failure does not extend to more than three of such members, or by such member not receiving a notice duly sent to him/her.

ARTICLE 35 USE OF FUNDS

The funds of the Alliance shall only be used for the objects herein stated as directed by the Executive Committee of the Alliance.

ARTICLE 36 SAFE KEEPING OF FUNDS

All monies received by or on behalf of the Alliance shall be paid into such bank or banks as the Executive Committee may from time to time direct.

ARTICLE 37 SIGNATORIES TO ACCOUNTS 1. All bank accounts of the Alliance shall be operated by the signatures of the General

Secretary and by one of two signatures as may be required from among not more than four persons nominated by the General Meeting or the Executive Committee.

2. Provided that there shall be an impress bank account not exceeding at any one time the

maximum sum as the Executive Committee may from time to time prescribe which may be operated by the General Secretary.

ARTICLE 38 INVESTMENT OF FUNDS 1. The Executive Committee shall have power at its discretion:

a) to invest funds of the Alliance in the purchase of immovable property or stocks and shares or otherwise as may seem to it to be in the best interests of the Alliance; and

a) to borrow such monies as may from time to time be required for the purpose of any

such investment as aforesaid or for any other purpose of the Alliance whether temporary or long term on such conditions and security (if any) as it deems fit.


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39 TRUSTEES 1 (a) There shall be a Five Member Board of Trustees of the Alliance elected by the

Ordinary General Meeting thereof. (b) Each Trustee shall hold office as such throughout his/her lifetime unless and until

he/she resigns or is removed from office by a resolution of the Alliance in a General Meeting.

(c) The Trustees may continue to act as such notwithstanding any temporary reduction in

their number.

2 A Trustee may be removed by the Alliance in a General Meeting for inability to perform his duty as a Trustee.

3. The Executive Committee shall enact Bye-Laws providing for the qualification and

organization of the work of the Trustees.

ARTICLE 40 POWERS AND DUTIES OF TRUSTEES 1. The Trustees shall be empowered to apply for registration according to the laws of the

country of the headquarters of the Alliance. 2. All immovable property, stocks and shares and other investments of funds of the Alliance

shall be vested in the Trustees, who shall deal with them only in accordance with such directions of the Executive Committee as are in the opinion of the Trustees, consistent with provisions of this constitution.

3. The Board of Trustees shall submit a quadrennial Report covering its work and standing of

the Alliance to the Ordinary General Meeting. 4. All legal actions of the Alliance shall be instituted in the name of the Registered Trustees of

the Alliance. The Alliance shall also defend all legal action against it through and in the name of the Registered Trustees.

5. The Board of Trustees shall be involved in resolution of disputes involving office bearers of

the Alliance. 6. The Board of Trustees shall perform any other tasks assigned to it by the Executive

Committee.


CONSTITUTION 23

ARTICLE 41 FINANCIAL YEAR

The Financial Year of the Alliance shall be from 1st January to 31st December each year or as otherwise determined by the Executive Committee from time to time

ARTICLE 42 AUDITOR OF THE ALLIANCE 1. There shall be an Auditor of the Alliance, not being an Office-Bearer or a member of the

Executive Committee, who shall be appointed by the Executive Committee from time to time for such period and on such terms as to remuneration (if any) or otherwise as the Executive Committee deems fit.

2. All accounts, records and documents of the Alliance shall be open to inspection by the

Auditor at any time.

ARTICLE 43 FINANCIAL STATEMENT

As soon as possible, after the end of each Financial Year of the Alliance, the Treasurer shall cause to be produced a statement of the assets and liabilities of the Alliance and a full account of all receipts and expenditure for that year and present them to the Auditor, who shall prepare audited accounts for the Executive Committee thereon.

ARTICLE 44 PRESENTATION OF FINANCIAL STATEMENT

The Annual statement and accounts so audited shall be presented to the next meeting of the Executive Committee for its consideration and approval; and the financial statements and accounts shall be presented to each Ordinary General Meeting of the Alliance in a consolidated form covering all financial years subsequent to those from which such consolidated statements and accounts were presented to the preceding Ordinary General Meeting.

ARTICLE 45 BYE-LAWS 1. There shall be bye-laws of the Alliance which shall govern the effective running of the

Alliance and the implementation of the constitution.

2. The Executive Committee shall be responsible for the drawing up of the Bye-Laws and the submission thereof to the Ordinary General Meeting for approval and adoption.


CONSTITUTION 24

ARTICLE 46 AMENDMENT OF THE CONSTITUTION 1. All or any of the provisions of the constitution (including the Name and objects of the

Alliance) may be amended at any time by a resolution of not less than two thirds of those voting at the General Meeting of the Alliance convened with at least 90 days notice of the proposed amendments.

2. Provided that if the General Meeting agrees to a shorter period of notice, an amendment

may be made even where the notice is less than ninety days. ARTICLE 47 DISSOLUTION 1. a) The Alliance may be dissolved at any time by resolution of not less than two thirds of

those voting at a General Meeting of the Alliance convened within six months notice of the proposal for dissolution.

b) Provided that the Registrar of Societies, the trustees and the World Alliance have consented thereto.

2. In the event of the dissolution of the Alliance, the Office-Bearers and the Executive Committee shall remain in office for only as long as necessary to enable the trustees to liquidate all the assets and to discharge all the liabilities of the Alliance.

REVISED AND ADOPTED AT THE 2010 AGM, ACCRA GHANA

CONSTITUTION - YMCA Africa · The Africa Alliance of YMCA’s CONSTITUTION !!!CONSTITUTION!! 6!! 3....

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