Our Constitution

08/31/2012 00:00

Friends of Basse, Inc.

We concerned citizens and well-wishers of the Township of Basse hereby establish a constitution for an Association which shall serve as the sole governing law for the Members of such Association.

ARTICLE-I

Section-1 NAME, OBJECTIVE, STATUS

a)    The Association shall be called Friends of Basse, established to unify and voluntarily mobilize all descendants, residents, and well-wishers of the township of Basse, The Gambia, West Africa for the ultimate purpose of its development.

b)    The main objectives of Friends of Basse shall include, but not limited to, the promotion of charity, education, recreation, and/or any other cultural and/or social activities for the advancement of the township of Basse. 

c)    Friends of Basse shall be non-profit, non-political and shall not seek any formal affiliation with a political party either inside or outside The Gambia. 

Section-2 INCOME

a)    All funds generated or raised, and property owned by the Association, shall be applied solely towards the promotion of its main objectives, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise, to members of the association or its affiliated branches.

b)    No member shall be entitled to receive any salary or remunerations for services rendered or executed in the name of Friends of Basse. 

c)     The Association shall establish branches and sub-branches as may be necessary for carrying out its mandate and objectives.

Section-3 USE OF FUNDS

a)    Provisionally, all funds collected shall be utilized for charitable and other causes earmarked by the Association’s members and for any activity that could contribute towards the development of Basse Township. 

b)    All authorized expenses incurred by the Association shall be disbursed through the Chief Financial Officer or as directed by the Executive Board and all no less than two signatories shall be designated for payment out of Bank Accounts held by the Association. 

c)     Notwithstanding clause Article 1, Section 2(b) a member shall be reimbursed for the expenses incurred or incidental to, an assignment approved by the Executive Board, if he or she applied personal funds at the request of the Executive Board or for payments in good faith for the services actually rendered to or on behalf of the Association. 

Section-4 MOTTO

The Motto of Friends of Basse shall read “Collectively, we can make a difference”.

ARTICLE-II

Section-1 MEMBERSHIP

Membership shall be open to all, subject to the payment of annual membership dues as stated in this Constitution. There shall be two types of membership, Active and Non Active.  

a)    Only full paid up Members shall exercise voting rights or hold Executive positions in the Association.

b)    A Member who fails to pay his/her annual dues in full shall be considered a non-voting Member, provided he/she has paid at least one full year’s dues.

c)     A Member shall be considered a fully paid up and a voting Member, if his/her annual dues are paid on or before January 31st of every calendar year.

d)    A Member shall not be eligible for nomination for elections, or re-elections, as executive board member(s), if he/she has not fully paid up the annual membership dues.

Section-2 ANNUAL MEMBERSHIP FEES

Annual Membership fees, once paid, are non-refundable. The assessed Membership dues shall be the following:

a)    $40 (Forty Dollars) in the Americas 

b)     £20 (Twenty Pounds) in the United Kingdom

c)      €25 (Twenty-five Euros) in other European countries

d)    $40, £20, or €25 (same as above) in Asia or Australia

e)     D100 (One hundred Dalasis) in Africa.

Section-3 DONATIONS

Members are encouraged to make donations voluntarily, other than the payment of their dues, and these may be in the form of cash, materials, and services. 

Section-4 FUNDRAISING

Fundraising activities shall be conducted to supplement funds of the Association; all funds raised shall be utilized in executing projects and other activities identified by the Association. The Association shall always be looking for lawful ways of increasing its financial and material resources.

Section-5 WEBSITE

Friends of Basse's website shall be hosted as: http://www.mybasse.org to be managed and maintained by a Webmaster and a group of Editors. 

ARTICLE-III

Section-1 MEETINGS

Given the diverse geographical location of Members, all available and affordable means of communication, including; conference call, the website’s forum, and any possible physical gathering of a handful of Members shall be utilized to conduct meetings and communicate activities. 

a)    All meetings shall be chaired, in the following order, namely: By the President or in his/her absence, the Vice President, or Secretary-General as the case may be.  

b)    Meetings shall be held as often as necessary, however, Executive Officers must meet at least once each month.

c)     Quorum shall be no less than four Members of the Executive Board for Board meetings, and by a simple majority, for all general meetings.  

d)     The president or Executive Board may call emergency meetings by giving members 48 hours’ notice if necessary, if the business at hand could not be deferred until the next regular schedule meeting.

e)     Decisions or resolutions(s) of emergency meetings must also be tabled to the general Members, for ratification or approval at the next general meeting. 

ARTICLE-IV

EXECUTIVE BOARD MEMBERS: shall consist of the following:    

Section-1 PRESIDENT shall be responsible for

a)    The effective and efficient operation of Friends of Basse and the effective execution of its goals.

b)    Preside at meetings and shall have a casting vote in the event of a tie on an issue put to the vote.

c)     Coordinate the day to day activities of Friends of Basse.

d)    Liaising with the Executive in appointing committees. 

 Section-2 VICE PRESIDENT shall

a) Carry out the functions of the President in the absence of the latter.

 Section-3 SECRETARY-GENERAL shall

a)    Assist the President and Vice President in the execution of their functions.

b)    Keep minutes of meetings and correspondence regarding the Association

c)     Ensure that notices to the general membership are issued in a timely manner and in accordance with the constitution 

d)    Work closely with all Officers to ensure the proper record keeping for Friends of Basse including the membership list and status.

 Section-4 DEPUTY SECRETARY-GENERAL shall

a)    Assist and take over responsibilities in the absence of the Secretary-General.

 Section-5 CHIEF FINANCIAL OFFICER shall be responsible for

a)    Collecting membership dues, maintaining strong financial management benchmarks including overseeing bank account (s)

b)    Ensuring accountability and transparency of all financial disbursements pursuant to the Association's undertakings  

c)     Handling financial matters of the Association

d)    Maintaining regulatory supervision of  the day to day financial operations of the Association

e)     Overseeing and/or outsourcing the preparation of the Association’s annual income taxes for the respective tax jurisdictions. 

f)      Working with the Executive on the selection of  financial officers to be designated in all the geographical locations of the general membership

g)     Providing an annual statement of account at the end of each financial year and subjecting same for auditing.

 Section-6 DEPUTY CHIEF FINANCIAL OFFICER shall

a)    A Assist and take over responsibilities in the absence of the Chief Financial Officer

 Section-7 FUND-RAISING OFFICER shall

a)    Plan, execute and oversee fundraising activities as well as liaise with current & prospective donors

b)    Work with Association members to help raise funds any where lawfully permitted

c)     Recommend dates, generate ideas and policy proposals for fund-raising ventures

d)    Confer with the executive committee first before communicating ideas to the general membership

e)     Work with the Executive on the creation of a fundraising committee

 Section-8 AUDITOR shall be a competent individual in the field of Auditing and shall

a)    Be responsible for auditing the Association's financial records

b)    Conduct a bi-yearly audit to be certified by a trusted person to be designated by the Executive Board members not actively holding any executive position before presenting to the general public.

c)     At anytime request an audit of the Association’s accounts by giving a 48-hour notice when fraud or misappropriation of funds are suspected.

 Section-9 PUBLIC RELATIONS OFFICER shall

a)    Record activities, communicate key messages within the Association

b)    Liaise with and answer inquiries from, the media, individuals, and other organizations

c)     Maintain and update information on the organization's website with the help of the Webmaster and a team of editors

 Section-10 PROJECT MANAGER shall be responsible for

a)    The planning and supervision of projects.

b)    Managing projects and budgetary outlays as designed by the Association

c)     Identifying resources needed and assign individual responsibilities for the successful implementation of project proposals

d)    Ensuring project documents are complete, current, shared with the Association and in safe keeping

e)     Liaising with the Executive Board for setting up a project management committee

 Section-11 SPORTS & CULTURAL OFFICER shall

a)    Oversee the management of all sporting and cultural activities.

b)    liaise with the Executive Board for setting up a sporting and cultural committee

Section-12 POLLING OFFICERS shall

a.   Organize the election of the Executive Board in such a manner as to ensure the complete secrecy and fairness of the voting procedure. The elections shall take place every three years coinciding with the anniversary of the previous election date

b.   Receive the ballots, count the votes immediately, and report the results of the elections in writing to the Executive Board within twenty-four (24) hours

c.   Be nominated and elected at the Annual General Meeting from among paid up members of the Association except that no member of the Executive Board may become a Polling Officer

d.   Be eligible for re-election after an initial mandate of three years

e.   If for any reason whatsoever, the number of Polling Officers falls to one, the Executive Board shall convene an Extraordinary General Meeting for the purpose of filling the vacancies

f.    Nominations of Executive Board shall be accompanied by a declaration in which the nominee undertakes, if elected, to serve as a member of the Executive Board to fulfill his/her obligations and to respect the wishes of the voters

g.   If a member of the Executive Board resigns, the Polling Officers shall immediately conduct a by-election to fill the vacancy

h.   If the President resigns or is recalled, the Vice-President shall immediately assume the functions of the President, pending the elections of a new President. Such election shall be conducted within thirty (30) days of the resignation or recall

i.    The Polling Officers shall invite nominations for membership of the Executive Board comprising the President, Vice President, Secretary General, Deputy Secretary-General, Chief Financial Officer, Deputy Chief Financial Officer, Fundraising Officer,  Auditor, Public Relations Officer, Project Manager and Sports & Cultural Officer from the general membership of the Association pursuant to Article II except that only paid up members may become members of the Executive Board

j.    The Polling Officers shall send to each paid up member of the Association at least seven (7) days before the date of election, a notice showing the names, recent photographs, and a brief biography of each candidate duly nominated for offices on the Executive Board.

ARTICLE-V

Section-1 PROJECT(S) ACTIVITIES & IMPLEMENTATION

a)    Projects to be identified at the beginning of each year following appraisals of target areas and in consultation with the natives of Basse on the ground.

b)    Projects to be prioritized based on the availability of financial resources and as studied and determined by the Executive Board

c)     Funds and materials to be physically delivered in Basse based on the recommendation of the project committee(s)

d)    Local businesses and workers in Basse shall be given prior consideration by way of tender for any projects, and in the absence any such expertise relevant to the project at hand, outside contractors shall be considered following recommendations by the Executive Board. 

ARTICLE-VI

Section-1 NOMINATION, ELECTIONS & TERM LIMITS

a)    The Polling Officers shall call for nominations from members of the Association for membership of the Executive Board at least three months before a General Election.

b)    Nominations shall be open for two weeks before the General Elections; any nomination received after that shall be deemed invalid

c)     Self nominations must be supported by another member of the Association before eligibility to run for office

d)    All nominees must be 18 years of age or older

e)      The Executive Board shall be elected by a democratic process of one vote per active member

f)      Elections shall be conducted through the means of Internet (Electronic) balloting/voting. Local members without internet access can cast their votes through a process identified by the Polling Officers.

g)     The Polling Officers shall certify the results and make an announcement to the general membership immediately following the elections.

h)    Executive Members shall hold positions for a maximum term of three (3) years renewable.

i)      Thus, first elections shall be conducted on the weekend preceding February 18th, 2010 and then, on the same timeframe, of every third year thereafter.

j)      Any Executive Board or Active member shall be subject to immediate termination and/or disqualification as a Member upon embezzlement of Friends of Basse’s funds pending investigations and/or legal action.

k)    Executive Board members shall be relieved from their duties by a two-third majority of the general membership if they’re deemed not to be fulfilling their official roles

l)      Any Executive Board member that misses three (3) consecutive meetings without a reasonable excuse shall be considered unfit to hold such office and may be relieved of their position, by a resolution of the Board.

m)   The Executive Board shall be responsible for replacing a Board member in the case of resignation, or any other reasons warranting replacements unless otherwise stated in the constitution until elections are formally conducted by the Polling Officers.

ARTICLE-VII

Section1. CONFLICT OF INTEREST:

a)    Funds of the Association shall not be utilized for individual or business gains

b)    The Association shall belong to no political organization or participate in any activities promoting political interests in contravention of the broad goals and objectives of the general membership

c)     The Association shall remain independent from political interference or any other interventions representing the interests of a few at the expense of the collective interests of the general membership 

d)    No member shall use the Association or any other member's information for personal or any other business dealings of any kind. Each member must act honestly, in good faith and must exercise the powers reposed in him or her regarding the management and representation of the Association in its interest and for its benefit. A member shall not act outside the powers and objectives enumerated in this constitution.

e)     Members must, furthermore, avoid any conflict between their interests and those of the Association, and in particular shall not derive unwarranted personal economic benefit from the Association, nor compete with it in its normal activities

ARTICLE-VIII

Section-1 DISSOLUTION

a)    Upon its dissolution, the assets of the Association remaining after the satisfaction of all its liabilities shall be given to the Town Development Committee (TDC) resident in Basse.  In the absence of a TDC, the remaining assets shall be determined by the local Alkalo of Basse. 

b)    Friends of Basse shall be dissolved if 95% of the active members withdraw their membership, or are inactive; or incapacitated or by voting.

ARTICLE-VIIII

Section1. RESIGNATION

a)    A member of the Association may resign at any time by giving a written notice to the Executive Board.

b)    The resignation shall take effect from the date of receipt of the notice or at a later date specified by the resigning member. 

ARTICLE-X

Section-1 AMENDMENTS

a)    Any member may call for an amendment of this constitution, if the motion is supported by not less than thirty percent (30%) of paid up members.

b)    Amendments to this constitution must be approved by a two-thirds majority vote of the membership and the Secretary-General will make the necessary amendments.

c)     In emergency cases, the Executive Board members can amend this constitution, with two-thirds majority.

ARTICLE-XI

Section-1 RATIFICATION

This constitution and any amendments shall only take effect after it is presented to the general-members reflecting the change before ratification.

SIGNER(S):  This Constitution was accepted and adopted by a simple majority of The Friends of Basse and was signed by

__________________________

Yorro K. Sanyang

Chairperson of the Constitution Committee

 ­­_________________________

Pa Momodou L. Joof

Deputy Chairperson of the Constitution Committee

 ­­_________________________

Mamadou S. Jallow

Constitution Committee Member

 ­­_________________________

Ousainou Krubally

Constitution Committee Member

 ­­_________________________

Filly Sabally

Constitution Committee Member

Amended and Signed on behalf of the Association on 31st day of August, 2012 as the Official Constitution of Friends of Basse.

Original Signature:  25th day of October, 2009

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