AFRICA CHRISTIAN HEALTH ASSOCIATIONS PLATFORM (ACHAP)

AFRICA CHRISTIAN HEALTH ASSOCIATIONS PLATFORM (ACHAP) CONSTITUTION OCTOBER 2011 ACHAP CONSTITUTION 2011 1

TABLE OF CONTENTS Preamble 3 Article 1 Name, Office of Registration and Legal Status.. 4 Article 2 Purpose.. 4 Article 3 Vision, Mission and Core Values. 4 Article 4 Objectives 5 Article 5 Membership 5 Article 6 Membership Application Process. 6 Article 7 Members Duties and Obligations.. 6 Article 8 Membership Withdrawal, Suspension and Termination 7 Article 9 Governance Structure.7 Article 10 ACHAP Seal and Logo 11 Article 11 Finance 12 Article 12 Amendments to the Constitution 12 Article 13 Official Languages.. 12 Article 14 Dispute Resolution 13 Article 15 Conflict of Interest 13 Article 16 Interpretation 13 Article 17 Dissolution 13 Article 18 Disposal of Assets 13 Article 19 By-Laws 13 Endorsement 14 ACHAP CONSTITUTION 2011 2

PREAMBLE WHEREAS Christian Health Associations (CHAs) and other Church Health Networks (CHNs)from Sub-Saharan Africa have held biennial conferences since the year 1999 facilitated by the World Council of Churches (WCC) for networking and sharing experiences and lessons AND WHEREAS in January 2007 at the Biennial CHAs Conference held at Bagamoyo in Tanzania the CHAs and Church Health Networks and Partners present made a Commitment Declaration to establish the Africa Christian Health Associations Platform with a Coordinating Secretariat AND WHEREAS the CHAs and other Church Health Networks and Partners who attended the 3 rd Biennial CHAs Conference of 2007 in Bagamoyo, Tanzania and who were signatories to the Declaration of Commitment that established ACHAP, constitute the Founding Members AND WHEREAS the Christian Health Association of Kenya (CHAK) was mandated by the 2007 Bagamoyo CHAs Conference Declaration to facilitate establishment of the Africa Christian Health Associations Platform Secretariat in 2007 AND WHEREAS the following Development Partners of CHAs supported the establishment of Africa Christian Health Associations Platform (ACHAP) and its activities; WCC, DIFEAM, CORDAID, ICCO, Misereor, IMA World Health and USAID AND WHEREAS the ACHAP Governance structure, membership and mandate was affirmed by the 4 th Biennial CHAs Conference held in Kampala, Uganda in February 2009 AND WHERE AS the 5 th Biennial CHAs Conference held in Accra, Ghana in February 2011 approved amendments to ACHAP governance structure, membership and mandate and endorsed ACHAP Constitution to define the same IT IS NOW AGREED that the Constitution of the Africa Christian Health Associations Platform (ACHAP) shall be as follows; ACHAP CONSTITUTION 2011 3

ARTICLE 1: NAME, OFFICE OF REGISTRATION AND LEGAL STATUS 1.1 NAME OF THE ORGANIZATION The name of the organization shall be Africa Christian Health Associations Platform using the acronym ACHAP hereafter referred to as the Platform. The organization is here taken to include Church Health Associations, Church Health Networks and other Church Health Organizations. 1.2 LOCATION OF THE ORGANIZATION The location of the Platform Secretariat shall be in any African Country with a registered ACHAP member. The selection of the location shall be guided by criteria including; political stability, enabling civil society policy environment, communication infrastructure and commitment of the host country CHA to ACHAP vision, values and objectives. 1.3 LEGAL STATUS OF ORGANIZATION The Platform shall be registered as a non-profit, non-governmental international organization. ARTICLE 2: PURPOSE The purpose of ACHAP is to promote continued, effective and efficient engagement of Church Health Services in Africa towards achieving equitable access to quality health care among members of the Platform and in Africa at large. ARTICLE 3: VISION, MISSION AND CORE VALUES 3.1 Vision Every person is a precious child of God..Our Vision; Health and Healing for all in Africa. (English) Toute personne est précieuse devant Dieu.Notre Vision: Santé et Soins pour tous en Afrique (En Francais) 3.2 Mission Inspired by Christ s healing ministry, ACHAP supports Church related health associations and organizations to work and advocate for health for all in Africa, guided by equity, justice and human dignity. (English) Inspiré par le Ministѐre de la guerison de Christ, ACHAP supporte les association et organizations de Santé des églises pour oeuvrer et plaider pour la santé pour tous en Afrique, guide par l équité, la justice et avec respect de la dignité humaine (En Français) ACHAP CONSTITUTION 2011 4

3.3 Core Values Equity and justice Respect for human dignity Gender sensitivity Transparency and accountability Integrity and good stewardship Innovation and resourcefulness Inclusive and non-discriminatory Compassion and Solidarity Preference for marginalized and disadvantaged populations ARTICLE 4: OBJECTIVES 1. To facilitate networking and communication among Christian Health Associations and other Church Health Networks in Africa. 2. To facilitate joint advocacy with and for the Christian Health Associations and Church Health Networks in Africa on matters of health development. 3. To support the capacity development of Christian Health Associations and Church Health Networks to provide quality health care through Church Health Networks. 4. To establish and maintain partnerships with other institutions and organisations in support of health development in Africa. ARTICLE 5: MEMBERSHIP 5.1 ACHAP membership shall be open to Christian Health Associations (CHAs), Church Health Networks (CHNs) and other Church Health Organizations (CHOs) 5.2 These associations, networks or organizations refer to those founded/ owned/managed jointly or individually by Christian denominations namely; Catholic, Orthodox, Protestant, Pentecostal or Evangelical. 5.3 These associations networks or organizations shall be national in character. This implies an explicit mandate of the association, network or organization that enables it to engage in discussions and take decisions for and on behalf of its constituent members. 5.4 In a country where there is a recognized nationally representative association, network or organization, for all Christian denominations, that association, network or organization shall be the only one eligible for ACHAP membership. ACHAP CONSTITUTION 2011 5

5.5 In a country where there is no recognized nationally representative association, network or organization for all Christian denominations then the nationally representative association, network or organization of the respective denomination shall be eligible for ACHAP membership. 5.6 The Church health association, network or organization may be representative of: - Health Care /Service delivery institutions, hospitals, clinics etc - Drug supply organizations - Health professional training institutions only or all inclusive 5.7 Church health associations, networks or organizations established for specific health issues at country level shall not be eligible for membership to ACHAP ARTICLE 6: MEMBERSHIP APPLICATION PROCESS 1. Applicants for membership shall request for, complete and submit applications on prescribed membership application forms to the ACHAP Secretariat 2. The ACHAP Board shall consider and approve or reject new applicants into ACHAP membership ARTICLE 7: MEMBER S DUTIES AND OBLIGATIONS 1. Members shall pay an annual non-refundable membership subscription fee as shall be determined from time-to-time by the General Assembly. 2. Members shall actively participate in ACHAP activities and events by dedicating time, resources and effort. 3. Members shall share with ACHAP Secretariat annual reports, policy documents and other information as may be requested from time to time. 4. Members shall be represented at the Biennial CHAs Conference and General Assembly. 5. Members shall participate in the leadership of ACHAP when appointed by the General Assembly. ACHAP CONSTITUTION 2011 6

ARTICLE 8: MEMBERSHIP WITHDRAWAL, SUSPENSION AND TERMINATION 8.1 Withdrawal Any member may withdraw from membership of the Platform by submitting a letter of withdrawal to the Secretariat. Such withdrawal letters shall be presented to the Board for acceptance. 8.2 Suspension 1. Any member may be suspended from membership by the Board by a two-thirds majority vote if having considered recommendations by the Secretariat the member is found guilty of conduct inconsistent with or harmful to the purposes and/or objectives of the platform or that such conduct tends to bring the platform into disrepute 2. Such suspension shall remain in force until the next Biennial General Assembly at which the matter shall be tabled and determined by the meeting 3. A member who defaults from payment of Annual Membership Subscription fee for two (2) consecutive years shall be suspended from the platform membership. If the default continues for a further two (2) years period, then the member shall be expelled from the platform membership by the General Assembly 8.2 Termination A member may be terminated from membership as per Article 8 clause 8.2(2 & 3) ARTICLE 9: GOVERNANCE The Governance structure of ACHAP shall consist of the General Assembly, The Board and the secretariat. These structures shall be established and function as follows; 9.1 The General Assembly 9.1.1 Composition and general operations 1. The General Assembly shall be constituted of all registered fully paid up members of the ACHAP General Assembly shall be convened every two years 2. The General Assembly shall be the highest governance structure of the platform responsible for defining the policy and strategic direction of ACHAP. 3. Members shall be notified in writing of the General Assembly not less than 3 months before the date of the meeting 4. The General Assembly shall be chaired by the chairman of the Board and meeting records shall be maintained by the platform secretariat ACHAP CONSTITUTION 2011 7

5. In the absence of the chairman, the vice-chairman shall chair a duly convened General Assembly. And in the absence of both chairman and vice-chairman, the General Assembly shall appoint another member of the Board to chair a duly convened General Assembly 6. The quorum for the General Assembly shall be at least 50% of the fully paid up members 7. The Agenda for the General Assembly shall include but not limited to; i. Confirmation of eligible members ii. Chairman s report to include a summary of all activities of the platform over the preceding two year period as reported by the Secretariat iii. Financial report/audited accounts iv. Election of Board members, chairman and vice chairman v. Strategic plan or two year work plan presentation vi. Any other relevant business as determined by the General Assembly and or the Board vii. The method of decision making at the General Assembly shall be by consensus and/or voting 8. The Chairperson of the Board may convene an extra ordinary general meeting as may be required. 9.1.2 Functions of the General Assembly 1. The General Assembly shall elect members of the Board whom shall serve a term of two years renewable to a maximum of two consecutive terms. 2. The General Assembly shall elect the chairman of the Board. The vicechairman shall be appointed by the members of the Board from among the Board members 3. The General Assembly shall determine the country of ACHAP Registration, and host CHA for the Platform Secretariat as shall be stated in the meeting minutes in the general assembly or any members mandated by the general assembly and registration will be in line with legal requirements of that country. 4. The General Assembly shall receive and approve programmatic and financial reports from the Secretariat through the Board ACHAP CONSTITUTION 2011 8

9.2 The Board 9.2.1 Composition and Election There shall be established a Board constituted of 7 members as follows; 1. The Chairman of the Board shall be elected by the General Assembly. 2. The vice-chairman of the Board shall be elected by the board from among the CHA representatives. 3. Representatives of 4 CHAs; representing the different regions of Africa. 4. Representative of the host country CHA; this shall be the substantive head of the host CHA/CHN 5. ACHAP Secretariat coordinator shall be an ex-officio member with no voting right 6. The members of the Board shall be elected by the General Assembly at the Biennial General Assembly meeting except the Secretariat Coordinator who is a member by virtue of office. 7. The General Assembly may decide to co-opt a development partner to the Board 8. All members of the board shall serve a term of two years which may be renewable to a maximum of two consecutive terms. 9. All members of the Board shall remain in office provided that they continue to fulfil the criteria of representation on the board. 10. The meeting quorum shall be constituted by at least two-thirds of the members 11. With the exception of the ACHAP Secretariat Coordinator all other members of the board shall have voting rights 12. The Secretariat Coordinator shall be an ex-officio member with no voting right 9.2.2 Responsibilities 1. The Board shall meet twice per year. Meetings may be held electronically through conference calls provided that minutes of such meetings shall be circulated for review and confirmation 2. All meeting minutes shall be recorded and maintained by the Secretariat Coordinator ACHAP CONSTITUTION 2011 9

3. The Board shall be responsible for policy formulation, fundraising, approval of work plans & budget, approval of secretariat staffing establishment, appointment of external auditors, review of programmatic and financial performance and planning for the ACHAP Conference and General Assembly 4. The Board may from time to time establish Technical Working Groups with defined terms of reference to support the activities of ACHAP across all the governance structures. The Chair and members of these Technical Working Groups will be selected from member CHAs/CHNs 5. The Board shall consider and approve new membership applications and approve any withdrawals 6. The Board shall approve the secretariat staffing structure and shall be responsible for the recruitment and performance appraisal of ACHAP Coordinator (shift to board) 7. The ACHAP Coordinator shall be the Secretary of the Board and will be responsible for other staff recruitment, performance management and discipline 9.2.3 Board Meetings 1. The Board shall meet twice every year and shall have a quorum of two thirds of the members. 2. Extra-ordinary meetings can be convened by the Board Chair as may be required. 3. Meetings of the Board shall be chaired by the chair or the vicechair in the instance of absence of the chair in a duly convened meeting which meets the quorum requirements 9.2.4 Performance and Accountability 1. The Board Chair is responsible for assuring the performance of the board as a whole and of the Secretariat. 2. The board shall be fully accountable to the general assembly for its actions or inactions to its mandate as prescribed by the general assembly. 3. A board member may be removed from office due to neglect of responsibilities or any actions that harms the reputation or credibility of ACHAP or of its members. ACHAP CONSTITUTION 2011 10

9.3 The ACHAP Secretariat 9.3.1 The functions of the Secretariat shall include: 1. Coordinate the day-to-day operations of the platform. 2. Maintain a resource database of CHAs and records of the meetings of the governance organs. 3. Be the communication hub of the platform responsible for disseminating information and facilitating logistics for the platform activities. 9.3.2 ACHAP Secretariat may be hosted by a member CHA from the host country/country of registration under terms of reference mutually negotiated and signed by the particular CHA/CHN and ACHAP Board. 9.3.3 The General Assembly may decide to change the host country for the secretariat when political, policy or leadership stability in the host country creates significant difficulties to the operations of the Platform Secretariat. 9.3.4 The Secretariat shall maintain a lean staffing structure whose number, skills and competence shall be determined by the scope of work in the strategic and operational plans and availability of predictable funding. 9.3.5 ACHAP Secretariat employment opportunities shall not be limited to nationals of the host country. 9.3.6 To ensure, integrity, confidentiality and accountability in all its dealings with all its members. ARTICLE 10: ACHAP SEAL AND LOGO 1. ACHAP shall maintain an organizational seal and logo which shall be kept in the safe custody of the ACHAP Coordinator. 2. Use of the seal shall be limited to the ACHAP Coordinator with the approval of the Board chairperson. 3. ACHAP Logo shall be used on official documents and website. The Logo may also be used on documents of partnership initiatives with the written approval of ACHAP Coordinator in consultation with the board. ACHAP CONSTITUTION 2011 11

ARTICLE 11: FINANCE 11.1 Sources of funds ACHAP Secretariat and platform approved activities shall be financed through the following sources; 1. Membership subscription 2. Project funding 3. Financial and in-kind contribution by members to Secretariat and Platform activities 4. Investment income 5. Development partner support 6. Donations 7. Sponsorship 11.2 All monies received shall be deposited in a Bank Account in the name of Africa Christian Health Associations Platform (ACHAP) at a Bank approved by the Board. 11.3 All cheques drawn on the Association s Bank Account(s) shall be signed by any two (2) of the four (4) signatories approved by the Board. 11.4 The Accounts of the Platform shall be audited annually or as may be stipulated by the funding partners. 11.5 The Board shall appoint External Auditors annually for auditing the platform accounts. 11.6 External audit shall be conducted annually and reports reviewed by the Board. 11.7 Biennial audited accounts shall be presented by the Board to the General Assembly. 11.8 The financial year of the Platform shall be from 1st January to 31st December of every year. ARTICLE 12: AMENDMENTS TO THE CONSTITUTION Any amendments to the Constitution of the Platform must be approved by at least a two-thirds majority of the total voting members of the Platform present at the General Assembly. Such recommendations for the amendments shall be reviewed by the Board and circulated to all members at least 3 months before the General Assembly where they will be tabled for consideration. ARTICLE 13: OFFICIAL LANGUAGES All official ACHAP communications shall be in English and French. ACHAP CONSTITUTION 2011 12

ARTICLE 14: DISPUTE RESOLUTION In the event of a dispute involving members, Board or partners, which cannot be resolved by the Board, a Dispute Resolution Team of three (3) people shall be appointed from the representatives of the members, partners and a Lawyer to facilitate dispute resolution. Failure of this mechanism should refer the dispute for arbitration in accordance with the legal provisions of the host country ARTICLE 15: CONFLICT OF INTEREST There shall be established a conflict of interest policy to guide staff, members, host CHA and Board in conflict of interest prevention and declaration. Members of the Board shall sign a Code of Ethics to address potential conflict of interest. ARTICLE 16: INTERPRETATION In the event of a dispute in the interpretation of any clause in this constitution, such dispute shall be referred to the Board for interpretation. Any unresolved dispute after consultation with Legal experts, shall be referred to the General Assembly for the final decision. ARTICLE 17: DISSOLUTION 1. The Platform shall not be dissolved except by a resolution passed at the General Assembly by a vote of two-thirds majority of the total membership. 2. Notices of this meeting and the intended motion of dissolution shall be given to members at least three (3) months before the date of the meeting 3. A resolution to dissolve the platform must be submitted to the Registering Authority in the host country for the platform to be de-registered. ARTICLE 18: DISPOSAL OF ASSETS When the dissolution of the Platform has been approved by the legal Registering Authority, the assets of the association shall be liquidated to pay off all debts and liabilities. Any balance left thereof shall be distributed in such a manner as may be resolved by the General Assembly and/or the legal registering authority and/or the funding donor. ARTICLE 19: BY-LAWS The General Assembly shall from time to time pass by-laws to clarify and address issues emanating from this constitution. ACHAP CONSTITUTION 2011 13

ENDORSEMENT Name Signature Date ---------------------------------------- ------------------------- ------------------ Board Chairperson ---------------------------------------- -------------------------- ------------------ Board Vice Chairperson ---------------------------------------- -------------------------- ------------------ Board Member ACHAP CONSTITUTION 2011 14