NUBA FOUNDATION REPUBLIC OF SOUTH SUDAN NEW SOUTH SUDAN NGO ACT, 2003 CONSTITUTION OF NUBA FOUNDATION (NF) REGISTERED AT JUBA. THIS DAY of...

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1 REPUBLIC OF SOUTH SUDAN NEW SOUTH SUDAN NGO ACT, 2003 CONSTITUTION OF NUBA FOUNDATION (NF) REGISTERED AT JUBA THIS DAY of DRAWN BY: HANADI & CO.ADVOCATES JUBA SOUTH SUDAN 1

2 PREAMBLE: In response to the challenges facing the Nuba people as a result of the on-going conflict in Nuba Mountains that has denied Nuba Population access to quality and dignified life over decades, be it hereby established Nuba Foundation (NF) in accordance with the New Sudan NGO act, 2003 which principles have been adopted by the provisions of the Transitional Constitution of South Sudan 2011 to reply to such challenges by restoring hope, empowering people and transforming communities towards self-reliance and development in the country. Once the organization has been registered by the Chief Registrar in the Ministry of Justice, the organization shall gain a legal status that guarantees its activities in any part of South Sudan be it at state level or local government authorities. According to the founding document of the organization, the main objective of the foundation is to be the organization committed to restoring hope, empowering people and transforming communities towards self-reliance and development in the country. PART ONE (1): PRELIMINARY PROVISIONS Article One (1.0) Definitions 1.1. This organization shall be referred to as the Nuba Foundation (NF) and its offices shall be based in Juba Town, South Sudan with sub offices in the ten states of South Sudan and main operational Base in Nuba Mountains, Sudan. Article Two (2.0): Interpretations 2.1. In this constitution unless the context otherwise requires, the following words and expressions shall carry the meanings assigned to them: Nuba Foundation is a charitable organization established to restoring hope, empowering people and transforming communities towards self-reliance and development in the country. Organization means a non-profit organization established in order to provide service free of charge to different communities in Juba County and other parts of South Sudan and South Kordofan Region. States: Means the ten (10) states in South Sudan Board of trustee means the person who has volunteered to form Nuba Foundation (NF) and shall constitute a policy making body to govern the conduct and operations of the foundation. 2

3 Chairperson means the person who presides over meetings of the board of trustees of Nuba Foundation (NF). Secretary General Means the Chief Executive Officer of Nuba Foundation (NF) Communities mean areas inhabited by specified number of people with definite connection and have actually formed committees constituting a local board of the organization. NGO Means a non governmental organization organized in a manner that conform to the NGO s law of the government of South Sudan NGO act Assembly shall mean the General Assembly of the organization. South Sudan means greater Bahr El Gazal, greater Equatoria and greater upper Nile regions with their borders as they stood on January 1, Offices and Branches: Mean offices inside and outside South Sudan Article Three (3.0): Establishment 3.1. There shall be established in South Sudan Nuba Foundation (NF), a non-profit organization which shall be capable of suing and being sued in its own name. Article Four (4.0); Headquarters 4.1. The Headquarters of Nuba Foundation (NF) shall be in Juba Central and Upper Nile, and shall open Branches in all the ten states inside South Sudan as well as abroad 4.2: Date and Commencement: This constitution shall come into effect upon official registration and the insurance of a certificate thereof from the authorities. Part Two (2) AIMS, OBJECTIVES AND FUNCTIONS OF THE ORGANIZATION Aims and Objectives of the organization Article Five (5.0): Functions and Powers of the Organization. 5.1: Aims and Objectives 1. To reach out for the sick, hungry, hurting, thirsty, poor, illiterate, marginalized and persecuted through the practical love and hope of Jesus Christ 2. To help communities recover alongside with the conflict through livelihoods initiatives 3. To empower women and youth with skills and opportunities to help them transform and live independent and dignified lives 4. To advocate and alleviate human suffering in Nuba Mountains and Sudan at large 3

4 5. To train, equip and raise ministry leaders with gospel message for transparent and accountable use of Nuba Foundation s resources and to advance God s Kingdom Nuba Foundation (NF) shall strive to achieve the following aims and objectives. a. Lobby for charitable, faith based NGOs, community based NGOs, non-governmental organizations and well-wishers to give donations for the program viability and replicability. b. Organize fund raising activities in order to raise more funds to support the objectives of the organization. c. Mobilize resource materials donation to support sponsored students. d. Advocate for the suffering of the Nuba people at home and all the marginalized groups in Sudan. e. Collaborate with Nuba stakeholders to find viable short and long term solutions to illiteracy levels in the Nuba Mountains. f. Conduct biography interviews in order to identify the needy individuals for the award of scholarship/sponsorship opportunities. g. Mid-year and annual evaluation and auditing meeting to ensure transparency and accountability in the use of funds. h. Placement of students in various schools in the selected countries in the world. i. Buy or rent premises/equipment. j. Recruit staff that will be required to carry out tasks for the implementation of the stated objectives. k. Open and manage the Foundation s Bank accounts under the Nuba Foundation s name. l. Publicize and promote the work of the Nuba Foundation and organize training courses for the members, events and seminars. m. Work closely with Foundations of similar nature and exchange information, advice and knowledge with them, including cooperation with other voluntary bodies, charities, statutory and non-statutory organization. n. Carry out anything else within the law necessary to reach the foundation s objectives 5.2 OUR VISION: To be the foundation committed to restoring hope, empowering people and transforming communities towards self-reliance and development 5.3 OUR MISSION: To empower people to recover and build healthier and sustainable futures for themselves, their communities and to lessen human suffering. 5.4 CORE FUNCTIONS. 4

5 The core functions shall be provision of Education, Water, Sanitation and Health (WASH), Community Empowerment, Church Activities, Sports Projects and Community development. 5.5 CORE VALUES AND PRINCIPLES. Nuba Foundation subscribes to, and draws its mandate and authority from the following. a. Diversity e. Giving back b. Efficiency and effectiveness f. Transparency c. Accountability g. Integrity d. Team Work h. Leadership i. Passion k. Participation j. Self-reliance PART THREE (3) MEMBERSHIP Article Six (6.0): Qualification of Membership In order for a person to qualify to be a member of the organization, him /her:- a. Must be an adult of 18 years and above. b. Shall apply to the board of trustees of the organization for approval or rejection, in case of rejection the applicant whose application is rejected shall appeal to the general assembly whose decision shall be final. c. Pay monthly subscription as shall be defined in this constitution. d. Must have a membership card. e. Must be of sound mind. f. Should not have any criminal records or been convicted of a crime involving honor or moral turpitude. g. Shall agree in writing to abide by the constitution and agree with the regulations of the organization. Article Seven (7.0): Disqualification of Members of the Organization 7.1. A person shall cease to be a member of the organization if he/she a. Dies. b. Resigns. 5

6 c. Is incapacitated by reason of severe physical disability or mental infirmity. d. Ceases to become a registered member of the organization. e. Absents himself/herself from three (3) consecutive meetings of the general assembly and executive committee without any valid reason or permission from the chairperson. f. Causes any act or omission of an act resulting in material or moral damage to the organization s property. g. Uses his /her membership for personal gain. h. Joins parties or groups which have objectives that are in conflict with those of the organization. i. Fails to renew his /her membership upon expiry. PART Four (4) Organizational Structure Article Eight (8.0) Organs of the Organization 8.1. Nuba Foundation (NF) shall be composed of the General Assembly, which is the highest policy making body of the organization, the Board of Trustees which is to assess and evaluate the performance of the Executive Committee and the Executive Committee which is the policy implementing body of the organization The General Assembly shall be composed of all the registered members of the organization and representatives of associate organizations whose actual numbers shall be determined by the regulations of this organization. Article Nine (9.0) Functions of the General Assembly 9.1. The General Assembly shall be the highest policy making body and without prejudice to the generality of this provision, the general assembly shall have the power to:- a. Review and make policies of the organization. b. Elect the secretary general of the organization who shall be the chief executive officer of the organization. c. Elect members of the board of trustees. d. Pass budget of the organization e. Approve or reject any strategic plans presented to it by the board of trustees. f. Approve or reject any proposed external auditor by the board of trustees. g. Approve financial and administrative reports presented to it by the executive committee. h. Appoint special or standing committees as may be deemed necessary by the general assembly and to determine their terms of reference, powers, duration and composition Membership of the general assembly is not limited; however the minimum number for a quorum shall be twenty (20) 6

7 9.3. The Secretary General of the Executive Committee shall be the secretary to the General Assembly and shall record and keep minutes of the meetings of the General Assembly The General Assembly shall meet once a year and during the 1 st month of the year to review issues relating to the management of the organization Every member of the General Assembly shall hold office for five (5) years subject to extension for another term of the same duration. Article Ten (10.0) The Chairperson The chairperson of the General Assembly shall:- a. Chair all the meetings of the General Assembly as well as the Board of Trustees. b. Be elected by the members of the General Assembly. c. Have a casting vote other than his/her deliberative vote in meetings of the General Assembly In the absence of Chairperson, the Deputy Chairperson shall assume the duties of the Chairperson. Article Eleven (11.0) The Board of Trustees The Board of Trustees of the organization shall be composed of eleven (11) persons to be determined by the members either through the process of election or through nomination The Chairperson of the organization, Secretary General or other members shall deliberate in a meeting of the Board of Trustees but shall have no voting rights Members of the Board of Trustees shall hold office for a term of two (2) years and shall be eligible for re-election for another term Meetings of the Board of Trustees shall be held twice (2) a year and upon a written invitation by the chairperson of the foundation. Extra-ordinary meetings shall be called and held wherever the need arises In case of a tie in a meeting of the board of trustees the chairperson shall have a casting vote other than his/her deliberative vote in that meeting. Article Twelve (12.0) Functions of the Board of Trustees Without generality to the provisions of this constitution the Board of Trustees shall:- a. Oversee the overall activities and management of the foundation. b. Elect members of the Executive Committee. c. Issue recommendations and policy guidelines for approval by the General Assembly. 7

8 d. Evaluate and assess the general performance of the Executive Committee and recommend ways and means of policy implementation within the foundation. e. Endorse project and program plans submitted by the Executive Committee. f. Make recommendations to the General Assembly for the amendment of the constitution if any. g. Discuss and endorse the Secretary General s report on the organization s activities during the past fiscal year. h. Make proposals of annual budgets of the Executive Committee for approval by the General Assembly The Board of Trustees may form any ad hoc committees and delegate any of its powers to such committees consisting of such members of the Board of Trustees as they may think fit The chairperson shall chair all meetings of the Board of Trustees and in case of his absence his/her deputy shall and in the absence of both, the members present may choose a person among themselves to chair the meetings of the Board of Trustees. Article Thirteen (13.0) The Advisory Committee There shall be formed a committee within the organization to be known as the advisory committee which shall consist of:- a. Intellectuals of Nuba Mountains region. b. Elders of the Nuba Mountains region. c. Other prominent individuals of the same The committee shall have the power to:- a. Deliberate on and recommend to the General Assembly on any organizational policies and strategies. b. Provide advisory services on a broad range of relevant issues to the organization. c. Assist in mobilizing resources of the organization. Article Fourteen (14.0) The Executive Committee The Executive Committee shall be the policy implementing body of the organization elected by the Board of Trustees and answerable to the Secretary General The Executive Committee shall be composed of seven (7) members elected by the Board of Trustees and headed by the Secretary General. 8

9 14.3. The Deputy Secretary General and other four (4) members of the Executive Committee shall head different secretariat offices to be formed in the organization. Their powers and functions shall be determined by the Board of Trustees The term of office for the members of the Executive Committee shall be five (5) years and shall be subject to renewal for another term of five (5) years. No member of the Executive Committee shall hold office for more than ten (10) years The Executive Committee shall meet once in every two (2) weeks, the Secretary General may however call for extra-ordinary meetings when the need arises. Article Fifteen (15.0): Functions of the Executive Committee The policy implementing body of the organization shall:- a. Be responsible for the day to-day running of the affairs of the organization. b. Supervise and discipline the technical staff of the organization. c. Be responsible for all the physical assets and liquidity of the organization. d. Receive reports on the performance of branches of the organization at all levels. e. Draw policies for the technical staff of the organization. f. Prepare budgets for approval by the general assembly Quorum of meetings of the executive committee shall be at least four (4) members including the secretary general or his/her deputy. Article Sixteen (16.0): Powers of the Secretary General The secretary general shall be the highest chief executive officer of the organization and shall be responsible to the General Assembly for the performance of the organization in accordance with the provisions of this constitution Without prejudice to the generality of the provisions of this article, the secretary general shall:- i) Be the reporter of all the meetings of the executive committee and in case of his/her absence for any justifiable reasons the deputy shall preside over. ii) In the absence of both the secretary general and his deputy the most senior member of the said committees shall preside over such meeting. iii) Carry out together with the other members of the committees all activities for the dayto -day running of the foundation. iv) Approve appointments, promotions and discipline of technical staff of the foundation. v) Receive donations, charities, grants and gifts presented to the foundation on behalf of the foundation and vice versa. vi) Be responsible for contracts entered into by the organization with other private and public institutions in consultation with the legal counselor of the foundation. 9

10 vii) Sign cheques, letters of credit and securities drawn by the organization as the first signatory. viii) Prepare annual budgets for the secretariats for approval by the general assembly. ix) Represent the organization internally and externally. x) Delegate powers to any member of the organization under this constitution or part thereof to whoever he/she may deem fit. xi) Collect and enlist the information relating to the functions and activities of the organization. xii) Order the suspension in consultation with the members of the general assembly of any activity or project pertaining to the functions and powers of the organization for any reasonable purpose. xiii) Make such administrative regulations as may be necessary for the implementation of the provisions of this constitution. xiv) Appoint persons of technical skills to assist the executive committee in the implementation and management of the organization s projects. xv) The Secretary General shall be the secretary of the General Assembly and shall record and keep minutes. xvi) Keep the common seal of the organization There shall be at the executive committee the secretariats to be headed by the Secretary General or anyone else authorized by him/her to act on his /her behalf. Article Seventeen (17.0): Deputy In the absence of the Secretary General, his/her deputy shall exercise all his/her powers as indicated in article sixteen (i) to (xvi) above and shall also hold one of the secretariats in the executive committee. Article Eighteen (18.0): Meetings of different Organs Of the Organization The three organs of the organization, the General Assembly, Board of Trustees and the Executive Committee shall conduct their respective meetings as follows:- a) The general assembly shall meet once in every financial year to:- a. Make and review policies of the organization. b. Pass budget of the organization c. Review conduct of the Executive Committee of the organization. This is in addition to its meetings to be held in every five (5) years to elect members of the Executive Committee. b) The Board of Trustees shall meet twice in every given year to assess and evaluate the performance of the executive committee; this is in addition to recommend ways and means of policy implementation of the organization. 10

11 c) The Executive Committee shall meet monthly to review its day- to- day performance in the process of implementing policies, plans, projects and programs of the organization The chairperson shall preside over the meetings of the General Assembly and in his absence the Deputy shall preside over such meeting In case of the absence of both the chairperson and the Deputy, members of the General Assembly present shall elect one person from their midst to preside over that meeting The preliminary meetings of the General Assembly shall be held at a time and place determined by the chairperson and subsequent meetings shall be held at the Operational Office (Nuba Mountains) of the organization Subject to the approval by the chairperson any person may attend or take part, but may have no voting power in a meeting of the General Assembly All acts done by any meeting of the General Assembly or a subcommittee or authorized member of the Assembly shall notwithstanding the defect of appointment of such a subcommittee or a person acting as a foresaid, be as valid as if every such person had been duly appointed and was qualified to be a member A resolution in writing, signed by all the members of the General Assembly entitled to receive notice of a General Assembly meeting, shall be as valid and effectual as if it had been passed at a General Assembly meeting duly convened and held and may consist of several documents like forms each signed by the one General Assembly member or more. Article Nineteen (19.0) Quorums at the Meetings The quorum at the meetings shall be:- a. Half (1/2) of the membership of the general assembly b. More than half (1/2) plus the chairperson of the membership of the Board of Trustees c. Four (4) members including the Secretary General of the membership of the Executive Committee The committee may act notwithstanding any vacancy in their body. Article Twenty (20.0): Notice of General Meetings General and special resolution meetings shall be called and given at least twenty one (21) clear days notice to all the members in writing. Article Twenty One (21.0): Notices The chairperson of the General Assembly shall give a notice of meeting of the General Assembly in writing at least three (3) weeks before the date of the intended meeting. 11

12 Article Twenty Two (22.0): Voting The organization shall adopt the following voting methods:- a. Show of hands. b. Secret balloting. c. Any other method that shall be deemed appropriate by the organization Resolutions of the General Assembly shall be passed by a majority vote of those members present and voting, and in the case of a tie the chairperson shall have a casting vote other than his/her deliberative vote. Article Twenty Three (23.0): Minutes Minutes of meetings shall be taken and kept by the Secretary General of the organization. Part Five (5). Technical Support Services Article Twenty Four (24.0): Technical Staff The technical staff of the organization shall be answerable to the Secretary General for the performance of their respective functions Technical staff shall be appointed to implement and assist in the management of the organization s projects and shall have the necessary qualifications in Accountancy, Bookkeeping, Commerce, Information Technology (IT), Administrative Secretary etc.so as to justify their appointments into those positions Remuneration. The salaries and after service benefits of the technical staff of the foundation shall be determined and paid out of the foundation s proceeds the amount of which shall be determined by the Executive Committee in accordance with the current public service laws and regulations : Discipline and Termination of Service. The Executive Committee of the foundation shall have the power to discipline and terminate services of members of technical staff in accordance with the current rules and regulations applied by the public rules and regulations. Article Twenty Five (25.0) Vacancy 12

13 25.1. The General Assembly, Board of Trustees and the Executive Committee have got the power to fill in any vacancy that may arise due to reasons stated in article 7.1 (a) to (i) of this constitution. Article Twenty Six (26.0): Implementation Mechanisms Mechanisms for the implementation of the organization s policies shall be established at community levels and shall operate under the supervision of the General Assembly There shall be developed a coordination policy model at the local community level depending on the geographical concentration of the organization s programed activities (whether these are to take place throughout the country or limited to particular community). Article Twenty Seven (27.0) Supervision The Chairperson and the Secretary General shall be answerable to the General Assembly for the performance and management of the organization. PART SIX (6) SOURCES OF FINANCE Article Twenty Eight. (28.0): Financial Sources of the Foundation The financial sources of the foundation shall be drawn from:- a. Monthly subscription from registered members of the organization. b. Income from projects implemented and managed by the organization. c. Funds donated by the Republic of South Sudan, States and Local Authorities. d. Dividends accruing from the organization s financial investment or from its movable and immovable properties or from profits made either by firms established by the organization or by firms in which the organization is a shareholder. e. Proceeds from fundraising campaigns. f. Contributions by International Institutions and Agencies not in conflict with the organization s objectives and policies. Article Twenty Nine (29.0): Properties of the Foundation The foundation shall acquire property from:- 13

14 a. Buying, selling, leasing or investing in land as well as buying and selling stocks and companies and holding shares in other firm s capital. b. Funds collected by the organization in accordance with article 28 (a)-(h). c. Both immovable and movable properties including motor vehicles, motor cycles and bicycles acquired through the assets of the foundation. d. Material, office equipment and any other form of property donated for the benefit of the organization. e. Loans received from banks, individuals and other institutions. f. Balance of deposits from the organization s bank accounts. g. Financial and material proceeds from the organization s projects. PART SEVEN (7) ACCOUNTING AND AUDITING Article Thirty (30.0): Accounts and Audits of the Foundation The organization shall follow modern accounting systems and standard accounting practices, rules and regulations relating to the same The organization shall keep a bank account in a reputable bank incorporated and licensed to operate in South Sudan To validate a cheque issued in the name of the organization, the Secretary General shall be a primary signatory to that cheque and the secondary signature shall be that of the Financial Secretary/ Chief Accountant Cheques received in the name of the organization shall be as quickly as possible deposited into the bank account of the organization. Article Thirty One (31.0); Auditing All books of accounts, records, vouchers, receipts and invoices shall be submitted to auditors assigned by the approved auditors for verification and the office of the auditors and certified accountants shall from time to time report on accounting methods followed by the foundation. 14

15 31.2. Material, equipment and other type of donations other than money shall be recorded and kept for annual auditing All auditors invited to audit accounts of the foundation shall be nominated and approved by the office of the Board of Trustees in consultation with the office of the Auditor General in Southern Sudan All audited books of accounts, receipts, vouchers, invoices shall be kept in stores for at least five years from the time of auditing. PART EIGHT (8) EXEMPTIONS AND SANCTIONS Article Thirty Two (32.0): Exemptions and Sanctions Exemptions: All the imports of the organization shall, upon the recommendation of the Secretary General, and on approval by the Minister of Finance and Economic Planning for the time being, be exempted from taxes, customs, excise duties and any other dues on commodities, equipment and machinery imported thereby, for the purposes of charitable activities and the same includes the projects directly executed by the organization Sanctions: Without prejudice to provisions of any law in force the General Assembly, the Board of Trustees, Executive Committee and ordinary members of the organization shall be subject to civil liabilities and offences in accordance with the laws in force in South Sudan. Article Thirty Three (33.0): Dissolution of the Foundation The organization shall cease to exist if:- a. By majority vote in an extra ordinary meeting of the general assembly at least 2/3 of the members of the general assembly of the foundation vote on favor for dissolution. b. The foundation is de-registered by the chief registrar of NGOs, societies and organizations or any other body replacing it. c. A court rules for a dissolution of the foundation on the ground of public policy. 15

16 33.2. On the dissolution of the organization, all project assets excluding liquidity shall be transferred to other organization carrying on similar activities upon deliberations and approval by the General Assembly. Article Thirty Four (34.0): Miscellaneous Provisions Prohibition. No person or persons shall commit an act or omission in violation of this constitution and any other regulation of this organization Amendment of the Statute. This constitution shall be amended upon a proposal by the Board of Trustees and approved by the two thirds (2/3) of the members of the General Assembly A copy of the amended constitution shall be deposited to the Ministry of Justice, Office of the Chief Registrar of companies, NGOs, societies & organizations or any other body replacing it Power to Issue Regulations The General Assembly shall have the power to make, and issue regulations, by-laws, rules and orders to regulate the day to day activities of the organization. Given Under Our Hands This...Day of

17 Executive Committee of the organization NUBA FOUNDATION No Name Nationality Position Contact No. Signature 1 Executive Director 2 Admin/ Finance Manager 3 Education Coordinator 4 Program Manager 5 Regional Coordinator 6 Operations Manager 7 Secretary Witness to this Organization... Hanadi El Rasheed, Advocate and Commissioner for Oaths, Juba, South Sudan 17