- Board of Directors
- Secretariat see article six of this Constitution
Board of Directors
(a) Is the governing body of the organization responsible for policy making, providing guidance and strategic direction. Specifically;
- Provide overall strategic policy for the organization
- Ensure that the Organization is well guided through the establishment of strategic plans based on the Organization’s mission
- Ensure there is an effective management of the organization including competent staff, property and resources
- Fundraise for the organization in an acceptable and legal manner
- Approve the appointments of senior level managers of the Organization
- Articulate, safeguard, model and promote organization values.
(Vii) Approve operational work plans and budgets of the organization
(viii) Recommend Auditors of the Organization to the General Assembly for approval
- Appoint Executive and Standing committees to conduct business for effecting running of the organization
- Promote and foster strict adherence to the rule of law and principles of accepted justice in administration.
- Stimulate employees awareness about the values of constitutionalism in general and the activities of its office
(xii) Reduce and foster the elimination of corruption, abuse of authority and office of GIAPHAM by internal or external persons.
- Regulate the functioning of the Secretariat
- Approve the constitution of GIAPHAM
Duties of the Office Bearers
- Presides over meetings of the Board.
- heads the Board of Directors
- causes the convening of all the meetings with the help of the secretary
- Is responsible for image and quality assurance of the organization
- Deputizes the chairperson.
- Does such other functions and duties as shall be delegated to him or her by the Chairperson.
(c) The Secretary
- Takes Minutes at the meetings
- Is responsible for all records of the meetings
- Calls meetings on the directive of the Chairperson
- Keeps records of the Register
- Performs other duties as may from time to time be assigned.
- d) The treasurer
- Handles cash, sign all cheques of the organization and keep all financial records in the retrievable form.
- Makes periodic financial reports
- Chairs finance committee
- Is a co- signatory of all financial transactions of the organization.
Disqualification of a Board Member
A member of the Board ceases to hold office if he or she
- Becomes incapable by reasons of mental disorder or terminal illness with recommendation not to work from a reputable medical practitioner
- Is absent without permission and has missed all the 4 scheduled meetings of the Board
- Notifies the Board of Directors a wish to resign (but only if a three months’ written notice is given). On a resignation of a member, a special sitting shall be convened to get a replacement.
Term of office & number of Board of Directors
The Organization is of SEVEN-MEMBER BOARD OF DIRECTORS serving for a Five (5) year. There is no term limit provided that the candidate has no disruptive behavior and is medically fit. The members are comprised of Chairperson as the head, Vice Chairperson, Treasurer, Secretary and 3 committee members representing different areas/programs/groups/themes. Effort is made to ensure gender representation. Appointment of Board members shall be through nominating names of people the Board thinks are of standing in the community.
The Board holds meeting once every three months which shall be called by the Chairperson. Any other meeting of the Board apart from the scheduled one is called extra ordinary meeting of which the chair has the powers to decide when and where it should take place.
All work done by the Board members shall be on voluntary basis until the financial stand allows otherwise. However, responsible allowances for the smooth running of organizational activities determined by the senior management team shall be given if and whenever the organization can afford.
Annual meeting of Board of Directors
(a) There is always Annual meeting of Board of Directors (BOD) to evaluate the Organization’s performance and conduct other businesses deem necessary.
- All members will be notified via Newsletter at least three weeks before the date of the meeting.
- Items for the agenda, or motions to the meeting, must be given in writing to the Chair not less than 10 working days.
- During elections, nominations for the committee must be given in writing to the Chair of the meeting not less than twenty one days before the meeting date.
The Board has a Management Committee.
- The Management Committee conducts business on behalf of the Board including implementing the activities of the organization in the interim as it establishes a secretariat.
- Maximum number of the committee are 5
- The committee is elected by the Board. Some staff of the Organization shall also be appointed on the committee.
- The Management Committee meets quarterly between quarterly Network Events at a date and time to be agreed by the committee.
- The Secretary will, if requested by three or more Members of the Committee, call a special committee meeting. Such a meeting will be called within a week of the request.
- Notification to committee members prepared by telephone or Network email.
- The Committee may co-opt members. Co-opted members do not need to be members of the organization.
- Co-opted members of the committee are not be entitled to vote
- Quorum for committee meetings is 3
- The chairperson chairs all meetings
- The Management Committee may from time to time designate a member for specific purposes.
- In the event of an officer standing down during their term, a replacement will be sought and appointed by the Board.
- Any committee member not attending committee meetings or Network meeting without apology for three consecutive meetings is deemed to have resigned
Rules of procedure for committee meetings;
- With the exception of changes to the constitution all questions that arise at any meeting will be decided by a simple majority of those present and entitled to vote. In such cases, the Chair would not vote.
- If the number of votes cast on each side is equal the chair of the meeting will have the casting vote.
- Any motion must have a proposer and seconded before it is discussed or voted on.
- There will be a regular agenda for committee meetings
- Extraordinary items to be included in agenda must reach the chair not less than 7 days before the meeting date
- Any motion must be an agenda item before it is voted on
- Committee Members must declare any conflict of interest at the beginning of the committee meeting
- In the event of a conflict of interest the committee member concerned will be asked to leave the meeting whilst the agenda item concerned is discussed and decided upon.