THE CONSTITUTION OF THE LESOTHO COUNCIL OF N.G.O S

THE CONSTITUTION OF THE LESOTHO COUNCIL OF N.G.O S 1

ENACTED AS CONSTITUTION of the Lesotho council of N.G.O s (hereinafter referred to as the Council) as follows:- PREAMBLE A consensus was reached as a workshop held in Maseru from November 6 8, 1989 to deliberate on the possibilities and modalities for establishing an umbrella organization or a Council to serve as the focal point for coordinating and collaborating the activities of all NGOs in line with national development objectives in the country. Desirous of offering supportive services to its members through networking. Leadership, information, training, coordination and representation of their interests when dealing with government, international NGO s, donor agencies and others, the Council adopts this Constitution. MISSION STATEMENT The primary mission of the Council is to stimulate, promote and support N.G.O s in their development efforts. In pursuit of this mission the National Council will assist its member organizations to diagnose and satisfy their own needs as well as the needs of the society they serve. It will assist member organizations to be increasingly more effective in meeting their goals and to be able to initiate and maintain self-supporting and self-sustaining development and, therefore, fulfill their role in the upliftment of the disadvantaged and underprivileged and society at large. 2

1. NAME The name of the Council shall be the Lesotho Council of N.G.O s (hereinafter referred to as the Council). 2. REGISTERED OFFICE The Registered Head Office of the Council shall be situated in Maseru, Lesotho. 3. DEFINITIONS In this Constitution, unless the context states the contrary, Government means Government of Lesotho. Ministry means any relevant government Ministry responsible for the affairs of N.G.O s. N.G.O. means Non-Governmental Organisation. An N.G.O. is a nonprofit making organization which is not totally controlled by or funded by government. Local NGO means an N.G.O. that is incorporated in Lesotho and it s operations are domestically controlled. International NGO means an N.G.O. that may have a local representation but its operations are controlled externally. Council means the Lesotho Council of N.G.O.s. Full Member or Associate Member means Full Member or Associate member of the council as defined below: 3

Full Member shall be: A non-governmental organization registered in Lesotho and whose primary objective is to stimulate, promote, support or carry out developmental efforts, at community, district or national levels. Associate Member shall be: a) An organization that is controlled by government, or b) Any N.G.O. that may apply for associate membership National council means a meeting of all member NGOs. 4. LANGUAGES The working languages of the Council shall be Sesotho and English, and each shall have equal status. 5. INCORPORATION AND CORPORATE SEAL 5.1 INCORPORATION The Council shall be a body corporation having an existence independent of its members. It assets shall be registered and held in the name of the Council. 5.2 CORPORATE SEAL The seal of the Council shall be in such a form as shall be determined by the Executive Committee of the Council. The seal shall always remain in custody of the Executive Director of the Council. 4

6. OBJECTS AND POWERS OF THE COUNCIL 6.1 OBJECTS The main purpose of the Council is to promote cooperation among nongovernmental organizations, as well as between these NGOs and Government through the Ministry responsible for the affairs of the NGOs, and International Development Agencies. The Council shall; a) Serve as a centre for the collection and dissemination of information among NGOs; b) Act as a conduit for directing and channeling funds from donor agencies to NGOs, where an NGO seeks assistance through the council, and serve as a two-way communication channel between donors and NGOs on project or programme funding; c) Assist in rationalizing NGO activities by discouraging proliferation of NGOs or duplication of NGO activities where new NGOs are proposing to undertake activities already being performed by existing NGOs; d) Act as a link between NGOs and Government and international organizations in identifying priority areas of need; e) Provide technical assistance and advice to member NGOs; f) Provide education and training facilities for NGO e.g. conference centres and facilities, training of personnel, etc; g) Provide evaluation and research facilities to assist in evaluating NGO activities and programmes and to coordinate research; h) Provide secretarial back-up services i) Provide avenues for mediation for good working relations among NGOs, between international Development Agencies, and between NGO s and relevant Governmental Ministries; j) To do such others things as may be conducive to the attainment of the aforementioned objects. 5

6.2 POWERS OF THE COUNCIL The Council shall have powers a) To perform any activity in pursuance of the objectives stipulated in sub-section 6.1 of this Constitution; b) To raise funds by way of donations, grants borrowings of money, or other forms of property from any person or organization for furthering its objects; c) To purchase and/or lease any property from any person or body of persons for the furtherance of its objects; d) To sell, let, mortgage, dispose of or otherwise deal with any of its property or assets or any part thereof for such consideration or in such manner as it may consider necessary for the due performance of its functions and/or promotion of its objective; e) To print, publish, issue or circulate any report, periodical, book, pamphlet, leaflet or any other document, in pursuance of the objectives of the Council; f) To employ and terminate the employment of any person upon such terms and conditions and remuneration as may be considered necessary; g) To enter into any contracts with any person or body corporate; and h) To generally perform all such acts which any body corporate may by law do. 7. MEMBERSHIP 7.1 Membership to the Council shall be open to any incorporated association, organization or body of persons, whether of a voluntary nature or otherwise, provided that the same is established for purposes of development. 7.2 The power of admitting members to the Council shall be vested in the Board of Directors, which shall act in accordance with any regulations or directions issued and subject to any restrictions or conditions imposed as 6

regards to any particular class or section of member or otherwise by the Council in general meeting. Membership shall be ratified at the next Annual or Extraordinary General Meeting. 7.3 There shall be two (2) classes of members, Full Members and Associate Members, as the Executive Committee shall (subject to any regulations or directions which may be issued by the Council in General Meeting) from time to time determine. 7.4 One accredited representative of each full member organization in good standing present at an Annual or Extraordinary General shall have one vote. Each member organization may send as many observers as it may choose. 7.5 Associate Members shall receive copies of all correspondence pertaining to the business of the Council; attend Annual or Extraordinary General Meetings. They may not be nominated for election to the Executive Committee. 7.6 The membership and annual subscription fees shall be established by the Executive Committee from time to time, subject to the ratification of the Council at the next Annual General Meeting. 7.7 A member may withdraw from the Council by delivering to the Council a written letter of resignation. 7.8 Any membership may be terminated by the Executive Committee for a cause, with that member having the right of appeal to an Annual or Extraordinary General Meeting. 7

8. STRUCTURE 8.1. The Structure of the Council shall be as follows: (a) Annual General Meeting, which shall be the highest authority body of the Council. (b) Board of Directors, which shall be the highest administrative organ (c) Executive Committee, which shall oversee management of the council (d) Secretariat work of the Council 8.2 BOARD OF DIRECTORS 8.2.1 The composition of the Board of Directors shall be the following: (e) The President (f) The Vice President (g) Treasurer (h) Members representing sectoral commissions established by this Constitution (i) The Executive Director of the secretariat who shall be appointed by the Board and shall serve as ex-officio secretary of the Board and the Executive Committee. 8.3 FUNCTIONS OF THE BOARD OF DIRECTORS 8.3.1 The functions of the Board of Directors shall be:- (a) To oversee and give directions on the policy of the Council (b) To provide checks and balances on the realization of resolutions of the Annual General Meeting (c) To monitor and ensure that all member organizations are properly managed and fully comply with agreed LCN code of conduct 8.4 THE EXECUTIVE COMMITTEE 8.4.1 The composition of the Executive Committee shall be the following:- (a) The President 8

(b) The Vice-President (c) Treasurer (d) Executive Director 8.5 FUNCTIONS OF THE EXECUTIVE COMMITTEE 8.5.1 The Executive Committee shall be responsible for the following:- (a) It shall be responsible for the management of the affairs of the Council (b) It shall be perform duties, which facilitate smooth running of the Council in between meeting of the Board. 8.6 FUNCTIONS OF THE SECTORAL COMMISSIONS 8.6.1 The functions of the sectoral commissions shall be the following:- (a) To facilitate co-operation and collaboration among NGOs with similar programmes on sectoral issues. (b) To pronounce positions and views on issues affecting civil society in the particular sector (c) To provide platform through which NGOs can meaningfully engage other agencies and actively participate in the programmes of the Council 9. ADMINISTRATION OF THE COUNCIL 9.1 The Council may be funded from:- a) Membership fees and subscriptions b) Government subventions c) National and international financial support d) Fund raising activities of the Council 9.2 The Council shall keep or cause to be kept proper accounts and other records relating thereto in respect of funds. The accounts of the Council 9

shall be examined and audited by an Auditor especially appointed to examine the accounts of the Council. 9.3 Council shall maintain an appropriate bank account in the name of the Lesotho Council of NGOs for the purpose of the ordinary business affairs of the Council. 9.4 The bank account shall be operated by such officers of the Council as shall be designated by the Executive Committee. 10. EXECUTIVE COMMITTEE 10.1 Save as is otherwise expressly provided by this Constitution, the management of the affairs of the Council shall be entrusted to an Executive Committee elected at an Annual General Meeting of the Council from NGOs present and shall consist of: (i) a) The President; b) The Vice President; c) The Treasurer; (ii) Six (6) other members who shall be elected to the Executive Committee at the same Annual General Meeting who shall reflect, as far as possible the sectoral composition of the whole Council. (iii) The Executive Director of the Secretariat who shall be appointed by the Executive Committee and who shall serve as exofficio secretary to the Executive Committee. 10.2 (i) Members of the Executive Committee elected pursuant to subsection 10.1 of this Constitution shall hold office for a period of two (2) 10

years but shall be eligible for re-election for one more term of two (2) years. (ii) Notwithstanding (i) above, a person may be re-elected after a lapse of two (2) years following his/her previous term of four (4) years as provided under (i). 10.3 (i) In the event of any vacancy in the Executive Committee, the Executive Director shall inform all members within fourteen (14) working days. He/she shall, in the same mail, solicit for nominations for the vacancy. (iii) Nominations shall be made in writing to the Executive Director within fourteen (14) working days after the deadline of the letter from the Executive Director notifying members of the vacancy. (iii) The Executive Committee shall conduct a bye-election through the mail and inform members of the results in the same manner. 10.4 The Executive Committee may call upon legal and other technical expertise as necessary for advice in specific areas. 11. MEETINGS OF THE EXECUTIVE COMMITTEE 11.1 The Executive Committee shall meet at lease once every second month at such time as it considers appropriate. 11.2 Notwithstanding sub-section 11.1, the Executive Committee may hold extraordinary meetings whensoever required by the President or at the request, in writing, of any three (3) or more of its members. 11

11.3 Notwithstanding 10.3 of this constitution, voting at all meetings shall be by a simple majority on show of hands. In the event of an equality of votes the President or other person presiding shall have the right to a casting vote as well as a deliberate vote. 11.4 A quorum of the Executive Committee shall consist of at least five (5) of the member elected thereto. O F F I C E B E A R E R S 12. DUTIES OF THE ELECTED OFFICER BEARERS 12.1 The President or, in his/her absence, the Vice President shall, subject to this Constitution, preside at all meetings of the Executive Committee and General Meetings of the Council. 12.2 Provided, however, that if both the President and the Vice-President shall not be present at any meeting of the Executive Committee and General Meetings of the Council within thirty (30) minutes after the time appointed for such a meeting, the members of the Executive Committee present (as well ad constituting quorum) shall choose one member of the Executive Committee to preside. 12.3 THE TREASURER The Treasurer shall be responsible for the financial affairs of the Council and shall work in conjunction with Secretariat. Such responsibilities of the Treasurer will include: a) Presentation of all financial statements as required in any meetings of the Executive Committee of the Council; b) Disbursements of the funds of the Council as may be ordered by the Executive Committee of Council. The Treasurer may delegate his duties to employees of the Council. 12

13. SECRETARIAT 13.1 There shall be a Secretariat headed by an Executive Director. Other employees of the Secretariat shall be recruited by the Executive director following an appointment procedure determined by the Executive Committee. Such officers shall be paid from the Council s funds. 13.2 The Executive Director shall attend all meetings of the Council and of the Executive Committee and take minutes of such meetings. He/she shall further maintain and have custody of an up-to-date register of member members. The Executive Director shall further perform such duties as may be determined or required by the Executive Committee. 14. GENERAL MEETINGS OF THE COUNCIL 14.1 An Annual Meeting of the Council shall be held in April every year at such a place and time as the Executive committee may determine to transact the following business: a) To approve as presented by the Treasurer, the statement of the Council s accounts to the end of the preceding financial year; b) Notwithstanding 10.3 to elect members of the Executive Committee in accordance with 10.2 of this constitution; c) To appoint an Auditor or auditors; d) To deal with any matters which any member desires to bring before the Council. 14.2 Notice convening Annual General Meeting shall be sent to the members not less than twenty (20) working days before that meeting. The notice shall be accompanied by an agenda and an audited statement of accounts to the end of the preceding financial year. 13

14.3 At an Annual General Meeting, the presence of one-third (⅓) of full members, specifying the objectives for which the meeting is to be convened 14.4 Notice convening an Extraordinary General Meeting shall be sent to the members not less than ten (10) working days before the meeting and shall specify the matters to be dealt with. 14.5 At all Annual or Extraordinary General Meetings of the Council: a) organizations with full membership status represented at the Council shall each be entitled to one (1) vote; b) Votes for election of Executive Committee shall be by secret ballot; c) All votes otherwise shall be by a show of hands. 15. FINANCIAL YEAR The Financial Year of the Council shall commence on the 1 st day of October of each year and end on the 31 st day of September of the next year. 16. AMENDMENTS TO THE CONSTITUTION 16.1 Amendments to the Constitution may be proposed by any member of the Council. 16.2 A proposal for the amendment of the Constitution shall be received by the Executive Director at least sixty (60) days before the meeting at which the resolution shall be brought forward. At least twenty-one (21) working days notice in writing of such a meeting shall be given by the Executive Director to the members and shall include the amendment proposed. 16.3 Amendment to the Constitution shall receive the assent of not less than two-thirds (⅔) majority of the members of the Council present and voting at the meeting. 14

17. RULES AND REGULATIONS 17.1 The Executive Committee may prescribe such rules and regulations governing the conduct of the members not inconsistent with this Constitution in respect with the management and operation of the Council as they deem expedient, provided that such rules and regulations shall have force and effect unless rescinded at an Annual General Meeting of the Council. 17.2 The Executive Committee shall have powers to take disciplinary action against any member for a cause provided that such member shall have the right of appeal to an Annual or Extraordinary General Meeting. 17.3 Disputes of any kind between members of the Council shall be referred to the Executive Committee for arbitration, and the decision of the Executive Committee in such a dispute shall be final, subject to appeal to the Council. 18. DISSOLUTION OF THE COUNCIL 18.1 Any twelve (12) members of the Council may propose the dissolution of the Council. Such a proposal shall state the reasons for the dissolutions. 15

A proposal for dissolution can only be tabled before an Extraordinary General Meeting convened especially for that purpose in accordance with section 14, sub-section 4 of this Constitution. 18.2 A proposal for the dissolution of the Council shall be received by the Executive Director at least sixty (60) working days before the meeting at which the resolution shall be put forward. At least thirty (30) working days notice in writing shall have been sent to all members of the Council. 18.3 (i) A dissolution shall only be passed by a two-thirds (⅔) majority of all Council members with full membership status. (ii) Those members present with full membership status at the Council meeting shall vote for the dissolution by secret ballot, notwithstanding the provisions of section 14.6(c). (iii) Those members with full membership status who will not be present at the Council meeting shall be given the opportunity to vote by mail. These votes shall be submitted sealed to the Secretariat, prior to the Council meeting and shall remain sealed. They shall be opened only by the Electoral Officer at the time of vote tabulation during the Council meeting. 18.4 If in the event of the dissolution of the Council, there remains any assets following the satisfaction of all its debts and liabilities, such assets shall be donated to the highest institute of learning in Lesotho at the time in such proportions and under such conditions as the members present at the meeting at the Council shall decide. 16

CERTIFICATE OF COLLATION MPHO JOSEPHINE MOFOLO A notary public practicing in Maseru by lawful authority sworn and admitted, practicing as such with the firm of attorneys of O K MOFOLO & CO., 1ST FLOOR, MASERU BOOK CENTRE, P.O. BOX 650, MASERU 100 hereby certify that I have compared this copy of the Constitution with the original thereof and I solemnly declare that it is a true and faithful copy of the original. THUS DONE AND GIVEN UNDER MY HAND AT MASERU THIS DAY OF 1990 ------------------------------------ J. M. MOFOLO NOTARY PUBLIC 17