Stichting: GCAP Global Foundation Constitution and By-laws June 25

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1 Stichting: GCAP Global Foundation Constitution and By-laws June 25 Preamble The Global Call to Action against Poverty (GCAP), initiated in Johannesburg in September 2004, is the world s largest anti-poverty civil society alliance of social movements, International NGOs, trade unions, community groups, women s organizations, faith and youth groups, local associations and campaigners working together across more than 100 national coalitions/platforms. It utilizes various strategies such as popular mobilization, lobby and media, by highlighting and strengthening local anti-poverty campaigns and struggles. GCAP is calling for action from the world s leaders to meet their promises to end poverty and inequality. In particular, GCAP demands solutions that address the issues of; public accountability, just governance and the fulfilment of human rights; trade justice; more and better aid; debt cancellation and gender equality and women s rights. GCAP also affirms that mitigation of the consequences of climate change must also be at the heart of eradicating poverty. Principles and Governance The campaign is driven by the conviction that poverty eradication for all is achievable, and by the concern for immense cost of failure. The Global Call to Action against Poverty commits itself to achieve its mission with objectivity, transparency and accountability and to follow democratic norms and processes in all its plans and actions. It comprises of the following key structures: GCAP National Coalitions, and constituency groups are recognized as the base of all GCAP action and cooperation. GCAP identify Global Assembly as the ultimate political decision-maker of GCAP at the global level. As in Montevideo, all GCAP constituents (including national coalitions, constituency-based groups, INGOs and other civil society organisations, social movements, campaign partners etc.) will be able to participate in the GCAP Global Assembly. Each GCAP Global Assembly will produce a GCAP Declaration. GCAP Global Assembly elects GCAP Global Council which is composed of regional and other representation. There will be a clear TOR between the GCAP Global Assembly and GCAP Global Council, with the latter empowered to make political decisions of GCAP on behalf of the former within the broad Declarations of the GCAP Global Assembly. GCAP form GCAP Global Foundation, independent legal not-for-profit organization registered in the Netherlands that takes care of the administrative and financial aspects of Filename Stichting Constitution GC edits and cleaned.doc Page 1 of 9

2 running GCAP at the global level, including hiring staff and finance. The GCAP Global Council elects the GCAP Global Foundation Board of the GCAP Global Foundation to oversee the financial and administrative functioning of the GCAP Global Secretariat under the Global Council's overall political supervision. That GCAP Global Foundation Board appoints the GCAP Global Secretariat director, who is responsible for administering day-to-day operations of the GCAP Global Secretariat. Other Global Secretariat staff members are hired by the director. That GCAP Global Secretariat, Regional Secretariats and Constituency Groups Secretariats work in close collaboration and are considered part of the global team. Regional secretariats and constituency groups are accountable to national coalitions through regional councils/facilitation groups, or member organisations respectively. That GCAP Learning and Accountability Group be established by the GCAP Global Council, which will be charged with the task of sharing learning on whether GCAP is accomplishing the goals as laid out in the GCAP Global Assembly Declaration and that GCAP Global Foundation is fulfilling its duties of running effective and efficient operations. All of these components of the GCAP structure are governed by the GCAP Charter (the Montevideo Declaration, a written declaration of how GCAP as a whole as a non-legal entity is governed and run), whereas the legal body of GCAP GCAP Global Foundation is governed by the present Constitution. Article I: Name and Registered Seat 1. The name of the Stichting is: GCAP Global Foundation. 2. The Foundation has its registered office at The Hague (the Netherlands). 3. Article 2: Definitions In this Constitution: a. GCAP shall mean the anti-poverty civil society alliance as described in the Preamble b. the Foundation shall mean the Stichting GCAP Global Foundation mentioned in Article 1; c. the supporting organisations shall mean the organisations who subscribe to the objects of the Charter and who have signed an MOU (unless decided by the Global Council otherwise) with the GCAP Global Council; d. the Board shall mean the Board of Board members entrusted with the management of the Foundation and which is its governing body; e. Board members shall mean a Voting member and the Chair (Non-Voting but can only cast the vote if there is a deadlock in the decision); f. the Rules of Procedure (Rules) shall mean the functions referred to in Article 6; g. the Global Council shall mean the GCAP Global Council elected by the Global Assembly or other agreed principles and procedures. The GCAP Global Council, with the latter empowered to make political decisions of GCAP on behalf of the former within the broad Declarations of the GCAP Global Assembly. Filename Stichting Constitution GC edits and cleaned.doc Page 2 of 9

3 Article 3: Objects and means The Global Call to Action against Poverty (GCAP) is an anti-poverty citizen s movement that utilizes various strategies such as popular mobilization, advocacy and global solidarity, highlighting and strengthening national and local anti-poverty campaigns and struggles. GCAP demands and challenges governments to achieve and surpass the Millennium Development Goals and to protect and promote the rights of all to have a dignified life. In particular, GCAP demands solutions that address the issues of; public accountability, just governance and the fulfilment of human rights; trade justice; more and better aid; debt cancellation and gender equality and women s rights. GCAP also affirms that mitigation of the consequences of climate change must also be at the heart of eradicating poverty. GCAP supports the decent work agenda and all efforts to eradicate poverty and inequality as outlined in the GCAP Montevideo Declaration (May 2007). The Foundation takes care of administrative and financial aspects of running GCAP at the global level, including hiring staff and finance. The GCAP Global Council elects the Foundation Board of the GCAP Global Foundation to oversee the functioning of the GCAP Global Secretariat; Article 4: Assets The assets of the Foundation shall include: Grants and special contributions for specific activities Proceeds from Fundraising Activities and other sources approved by the Board The funds of the campaign shall be deposited in savings and /or current account in a bank approved by the board. The Board shall appoint external auditors of the GCAP Global Foundation. Article 5: Supporting organisations Supporting organisations are represented by the GCAP Global Council: GCAP National Coalitions, and their regional representation Constituency-based groups (Feminist Task Force/women, Children and Youth, Workers, Socially Excluded and others as approved by the global council) International Civil Society networks and movements International NGOs And others as decided by the Global Assembly and/or Global Council All the supporting organisations must: 1. Agree to the objects of the GCAP Charter set out in Article 3, and to respect the decisions of the GCAP Global Council and the GCAP Global Foundation; 2. Agree to sign an MOU with the GCAP Global Council, unless an exception is made by the GCAP Global Council; Filename Stichting Constitution GC edits and cleaned.doc Page 3 of 9

4 3. Agree that the right to use the name Global Call to Action Against Poverty and/or GCAP or to have the name GCAP belongs to the Global Council and shall only be used by a supporting organisation in any of its activities within the strategic framework decided by the GCAP Global Council. Article 6: GCAP Global Foundation Board functions 1. The GCAP Global Foundation shall be governed by the GCAP Global Foundation Board. The Board will perform functions as mandated and overseen by the GCAP Global Council. It shall: a. Represent the Foundation, decide the Foundation's overall management and formulate the policies and programme of common activities for the Foundation; b. Hold executive, fiduciary and legal responsibilities of the GCAP Global Secretariat. c. Review and approve financial statements, establish annual budgets, and submit a general budget to the GCAP Global Council. d. Determine the salaries and conditions of service of the staff of the Global Secretariat Submit to the GCAP Global Council and GCAP General Assembly a report on its decisions and activities It is 9 members elected by the GCAP Global Council, five are from the Global Council and four are at-large members with specific skills (e.g. human resources, legal, accounting, etc.), nominated by the GCAP Global Council. In its election and nomination, gender balance and regional considerations will be enforced. 2. Members of the Board shall be elected for a term of three years and may seek re-election. However the first Board will be formed until the next Global Assembly meeting in the year 2009 that will re-elect the new board members for the Foundation. 3. Vacancies occurring in the membership of the Board shall be filled by the membership category concerned (members of the GCAP Global Council or members with specific skills). A member so elected shall serve the remaining term of the person she/ he is replacing. Article 7: Powers of the Board The Board shall have the power to: Establish such sub-committees to the Board, standing or otherwise, as the Board may see fit, define their terms of reference, examine their reports and recommendations and authorise any follow-up action; Hold extraordinary Board meetings as provided by the Rules; Subject to Article 9, pass resolutions without Board members being physically present, as provided in the Rules, and provided the resolution is voted upon by at least three fourths of the votes cast Appoint the Executive Director of the Foundation, fix his/her remuneration and dismiss him/her, under supervision of the GCAP Global Council Delegate by Power of Attorney to the Chair of the Board and one other Board Member, who does not represent the same Partner as the Chair, the power to represent the Foundation in any legal proceedings, agreements or otherwise. Article 8: Meetings of the Board Filename Stichting Constitution GC edits and cleaned.doc Page 4 of 9

5 1. The Board shall meet at least twice a year: an Annual General Meeting and at least one Board meeting in each calendar year at such. In so far as possible the country venue of each meeting shall be different. 2. The Annual General Meeting shall be held within three months of the end of each financial year; its agenda shall include: a. the annual report of the Foundation including the conclusions of any evaluations; b. the auditors report for the preceding year or, on any occasion when the auditor s report cannot be complete before the Board meeting is held, a financial statement of the Foundation subject to its subsequent audit, which must be formally approved within such period and by such means as the Board shall predetermine; c. the designation of the auditors; d. the approval of any amendments to the Constitution and the Code e. holding elections, as required, of the Chair, Deputy Chair and Treasurer. 3. The second meeting of the Board shall be held in the second half of each financial year. 4. The Chair shall preside over the meetings of the Board and shall designate a person who is responsible for keeping the minutes of the meeting in question. If the Chair is absent, the meeting shall appoint someone else to chair the meeting and shall designate a person who is responsible for keeping the minutes of the meeting. 5. The minutes shall be confirmed within one month after the meeting and signed by the person who has chaired the meeting and by the person who has taken the minutes of the meeting. 6. The serving members of the Board as well as any persons invited by the Board shall be admitted to the meetings of the Board. Article 9: Decision-making and Voting The quorum required to hold any valid meeting of the Board shall be at least fifty per cent (50%) of the Board Members. 1. Decisions of the Board, in so far as possible, should be reached by consensus. If this is not possible, the Chair shall have the right to call for a vote. 2. Each Board Member shall have one vote. 3. On all matters, resolutions shall be passed by a majority of at least three fourths of the votes cast by those who are present and entitled to vote. 4. All votes at meetings shall be taken verbally, unless one or more members of the Board demand a vote by written ballot before the vote is taken. Ballot votes shall be by secret ballot. 5. Blank votes shall be deemed not to have been cast. 6. In the event of a tie, the Chair shall have the casting vote. 7. If a member of the Board is unable to attend a meeting, such member may be represented at the meeting by another member, with the proviso that a written proxy is submitted in advance which is considered adequate by the person chairing the meeting. 8. On the following matters, if unanimity is not possible, at least two votes shall be necessary to block a decision: a. any change to this Constitution or to the Code; b. the protection of the name and integrity of the Foundation; Filename Stichting Constitution GC edits and cleaned.doc Page 5 of 9

6 c. the addition of any other matter for decision within this sub-clause. The Board may also pass resolutions without holding a meeting, but provided the resolution is voted upon by at least three fourths of the votes cast. A minutes secretary shall make a record of a resolution passed in this manner, which record shall be signed by the minutes secretary in question and then be inserted in the minute book as minutes. Article 10: Board. Termination of office. Suspension. 1. A member of the Board shall cease to hold office: a. if she/he dies; b. if she/he retires or if she/he no longer works for a GCAP Supporting Organisation c. if she/he is removed from office by the GCAP Global Council; d. the members of the Board may be suspended from office by the GCAP Global Council. If a suspension is not followed by removal from office within sixty (60) days, the suspension shall end on expiry of that period. Suspended members of the Board of Directors shall not have the right to vote during the period of their suspension. Article 11:Board. Representation. 1. The Board shall represent the Foundation. 2. The power to represent the Foundation shall also be vested in two members of the Board acting jointly: Chair and Treasurer 3. The Board may grant power of attorney to one or more of its members as well as to third parties to represent the Foundation within the confines of the power of attorney. Article 12: Office Bearers The Board shall elect its Chair from among its Board members The Board shall elect its Deputy Chair and Treasurer from among the Board members. Article 13: The Secretariat 1. The Foundation will have a Global Secretariat with professional competence. 2. The Foundation Board shall appoint a Director to manage the secretariat and implement its decisions. This appointment will be overseen by the GCAP Global Council 3. The Global Secretariat shall provide (i) such supporting services required by the Foundation Board that are the minimum necessary for its effective functioning within its remit, and primarily focuses its resource on (ii) the provision of support services to and at the direction of the GCAP Global Council in its efforts to facilitate national and international campaigning activities. The Global Council provides political leadership and direction to the Global Secretariat Procedures regarding the appointment, suspension, salaries and conditions of employment of staff members shall be determined by the Foundation Board. Filename Stichting Constitution GC edits and cleaned.doc Page 6 of 9

7 Functional international working groups (such as the Mobilization Task Force, Media Team, e- Communications Group, and others) are convened by the Global Secretariat at the mandate of the Global Council with a participation emphasis.based on competency.. Article 14: Regional and Constituency Secretariats 1. A rationale for regional secretariats and constituency secretariats is that they act as a part of the Global Secretariat on a mutually agreed and coordinated workplan (including facilitation of global days of action) and support to National Coalitions. Regional structures and constituency groups fulfil three important and interrelated functions; a. Regional secretariats and constituency groups work as part of the mutually agreed common workplan of Global Secretariat for implementation at the regional level as well as support for National Coalitions in their respective regions. b. Regional governance mechanisms set regional action plans with regional secretariats acting as the implementing body. c. Regional secretariats ensure that global actions are informed by substantive interactions with National Coalitions. They also support National Coalitions in their respective regions, by sharing with them the experiences and agendas of National Coalitions in other regions. 2. Constituency Groups In addition to the functions outlined above, constituency groups are responsible for the following: d. steering groups set action plans for actions and interventions relevant to the constituency group, with secretariats acting as the implementing body. e. Constituency groups ensure that global, regional, and national actions are informed by substantive interactions with constituencies. They also support National Coalitions by sharing with them the experiences and agendas of constituencies at other levels or in other regions. Article 15: Financial Year and Accounts The financial year of the Foundation shall be the calendar year. At the end of each financial year the Director (or in the event of a vacancy, the Chair) shall be responsible for the preparation of financial statements incorporating a balance sheet and a statement of income and expenditure for that year. Financial statements should be audited by a chartered or registered accountant. Article 16 Amendments to the Constitution The Constitution may only be changed or added to with due observance of the provisions of Article 8. A proposal to change or make additions to the Constitution shall be sent to each Global Council members and to each Board Member not later than 30 clear days prior to the meeting, setting out the proposal for that change or addition. Any alteration must be effected by a notarial Filename Stichting Constitution GC edits and cleaned.doc Page 7 of 9

8 deed on pain of nullity and the Board must lodge an authenticated, dated copy of the alteration, as well as the altered Constitution, with the office of the Public Register of Foundations kept at the Chamber of Commerce and Industry within whose jurisdiction the Foundation has its registered office. Article 17: By-Laws and Rules of Procedure The GCAP Global Foundation Board shall make by-laws and rules of procedure to regulate elections, conduct of the Board meetings and other matters referred to it by the constitution. Article 18: Dissolution The Foundation can only be dissolved by virtue of a resolution which is passed by a majority of not less than three fourths of the votes cast by the Board members and/or GCAP Global Council and Global Assembly who are present and entitled to vote, after each Board Member has been informed thereof at least twenty-one days prior to the meeting. No part of the net earnings of the Foundation shall inure to the benefit of any members, Board Member, Director, Manager, officer of the Foundation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Foundation), and no member, Board Member, Director, Manager, officer of the Foundation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Foundation. After its dissolution the Foundation shall continue to exist in so far as this is necessary for the liquidation of its assets. The words in liquidatie shall be added to its name. If the Foundation has been dissolved by a resolution of the Board, the Board Member shall act as liquidators of the assets of the dissolved Foundation. The provision of the laws of the Netherlands and this Constitution relating to the appointment, suspension and removal from office of Board members shall apply to these liquidators, who shall have the same powers, duties and liabilities as Board Members in so far as these are compatible with their duties as liquidators. After liquidation, the books and records shall remain in the custody of the person designated for that purpose by the liquidators for a period of ten years. Article 19: Final Provisions The interpretation of this constitution and by-laws is within the competence of the GCAP Global Foundation Board. Filename Stichting Constitution GC edits and cleaned.doc Page 8 of 9

9 The laws of the Netherlands shall apply to any matter relating to the Foundation and its conduct and to this Constitution, the Code and the Rules. In any case not provided for either by law or this Constitution, the Board shall decide. END OF THE CONSTITUTION Filename Stichting Constitution GC edits and cleaned.doc Page 9 of 9