Constitution

Punya Foundation is an initiative to assist underprivileged and vulnerable children, victims of natural disaster and women victims of rape and sexual assault across the globe for justice through education and empowerment.

1 Name

The name of the incorporated Foundation shall be Punya Foundation Inc. It is referred to herein as the Foundation. The Foundation shall be a non-political, charity organisation without any religious, cultural, ethnic prejudices and inclination to caste, creed and gender.

2 Definitions

  • Foundation refers to a non-profit, non- political, not for profit charity organisation
  • Board of Directors refers to authorised board to manage affairs of the Foundation
  • Act refers to the Association Incorporation Act of Australia 1985
  • Seal is the logo of the forum, the use of which is defined and limited to certain assigned body/committee of the forum
  • Year refers to the English calendar year- twelve months period starting from January and ending up in December. Month applies to English calendar month.
  • Donors are any individuals, organisations, or government bodies donating any resources in cash or kind
  • General meetings means meetings arranged at least twice a year and attended by the Board of Directors and others associated as far as applicable.
  • Dispute resolution/common consensus refers to the solution and common platform reached through discussions in the presence of optimum bodies of the Foundation in accordance to the referred Act.
  • Surplus assets means the property remains of the Foundation after it winds up
  • Minutes means the records of meetings and proceedings
  • Rules apply to rules of the Foundation under discussion as per the Act
  • Reporting/Financial reporting refers to records and proofs of the meetings, proceedings, treasure and transaction.
  • The constitution mentioned herein is the constitution of the Foundation and shall be understood as this unless otherwise stated.
  • Vulnerable people refers to – children who are at risk of abuses (domestic, social, sexual) and discontinuing education due to social, environmental or political reasons; families who are not in a position to support education of their children due to social causes like discrimination (e.g. ethnic groups) and natural disasters (e.g. earthquake, floods, etc.) and immigrant or refugee communities who are in need of social, psychological and cultural support for their successful integration in country of their settlement.

3 Aims, objectives and target population

3.1  Aims

Punya Foundation is a non-profit charity organisation established with a mission of justice through education and empowerment. The Foundation aims to empower unprivileged children through education and it works to seek justice through empowerment of vulnerable women and victimised families and their children. It operates on principals of social justice.

3.2  Objectives

3.2.1  To contribute to the self-reliance and empowerment of the vulnerable and underprivileged children through education

3.2.2  To seek justice and peace through organization of adult education, empowerment and relief programs to victims of social injustice, destitute, victims of trauma and violence and poor and widows

3.2.3  To assist in the successful integration of refugees and migrant communities through organization of cultural activities, providing psychosocial support, career counselling and job-oriented training programs

3.2.4  To promote healthy living through health advocacy and organising outreach clinics

3.2.5  To mobilize resources and extend emergency assistance during natural disasters and calamities

3.3 The target population

3.3.1  Underprivileged and vulnerable children in the developing countries who need support to realize their education.

3.3.2  Poor and vulnerable women in developing countries who need help to live a dignified life in their society

3.3.3  Women victims of rape, sexual abuse and gender based violence

3.3.4  Destitute, poor, women victims of domestic violence and victims of discrimination based on social, cultural and ethnic issues

3.3.5  Victims of natural disaster who are in need of emergency relief support

3.3.6  Women and elderly immigrant population who need psychological support and support based on their cultural needs to assist them in their integration process

4  Office

4.1  The principal office of the Foundation shall be located in Adelaide, SA

4.2  The Foundation may have other such offices, as the Board of Directors may determine or deem necessary, or as the affairs of the Foundation may find a need for from time to time within Australia.

5  Powers 

5.1  The Foundation shall have all the powers conferred by the section 25 of the act in the common consensus of the Board of Directors and as far as applicable in the presence of board members, volunteers, donors and well-wishers.

5.2  The Foundation shall be governed by a Board of Directors (the Board), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit organisation under the section 25 of the act. The Board shall have authority to establish policies and directives governing business and programs and shall delegate to the Directors and other staff, subject to the provisions of constitution, authority and responsibility to see that the policies and directives are appropriately followed.

5.3 The division of the power among different bodies involved is defined under article powers and duties.

6  Structure and membership

6.1  The Foundation shall have a Board of Directors

6.2  The Foundation shall, based on need and program have portfolios created like coordinators, ambassadors, volunteers, donors, partners and well-wishers from across the globe.

6.3  The Foundation may have board of advisors from different countries

6.4  The Foundation may, in accordance to the legal requirements of the country, establish units in different countries as Country Teams to facilitate implementation of programs, activities and projects

6.5 The Foundation shall not have members

7  Powers and duties

7.1  The Board of Directors shall be the highest authority to plan and execute its affairs

7.2 The Board of Directors shall have power to interpret the rules and make decisions in favour of the Foundation, when rules are not discrete or silent.

7.3  Abiding by the law of the land and the Act, the Board of Directors shall have authority to amend the constitution and to formulate house rules, describe roles and responsibilities of the office holders.

7.4  The Board of Directors shall have power to appoint a public officer, treasurer, advisors and other portfolios as deemed necessary.

7.5  The Board of Directors shall have authority to warn and in case of need expel any office holder if found going against the mission of the Foundation and on violation of the constitutional norms for personal benefits.

7.6  The Board of Directors shall have authority to generate and manage the fund.

8  Election and Appointment

8.1  The Board shall have up to 9 (nine) but no fewer than 5 (five) Board of Directors. The number of Board of Directors may be increased beyond 9 (nine) or decreased to less than 5 (five) members by an affirmative vote of two third (2/3) majority of the incumbent Board of Directors. The Board may decide to include an intellectual figure to be in the Board of Directors. Long term serving active volunteers of the Foundation, who don’t intend to be in the board, shall be Executive Members. Executive Members may attend the meetings and shall not count for quorum, unless authorised to fulfil the responsibility of one of the Board of Directors.

8.2  As per need and programs, among others, the Board may have Directors for Planning and Development, Culture and Wellbeing, Fund Raising, Health, and Women and Children.

8.3  The election of the Board of Directors shall be based on capacity of an individual to further aims and objectives of the Foundation. Additionally, the contribution made to the Foundation, time commitment and mutual understanding shall prevail in the election process.

8.4  The Board of Directors shall, as per need, appoint unlimited number of coordinators and volunteers at regional level.

8.5  All appointments to the Board shall be for a term of three (3) years. No person shall serve more than two (2) consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board of Director to one (1) additional term. No person shall serve more than 3 consecutive terms.

8.6  On identification of lack of competencies, lack of motivation, and inadequate time devotion, the Board of Directors based on majority vote can replace any Board of Directors. The Board of Directors can appoint a person to fulfil a vacancy or to extend the Board of Directors.

8.7 Any individual willing to work for the Foundation can express interest to be in Board of Directors. The existing Board of Directors shall take a decision within 3 months of application.

9  Responsibilities

9.1  Advisors

9.1.1  Shall provide advice to the Board of Directors and assist in planning and policy formation

9.1.2  Shall play a vital role in advocacy and fund generation

9.1.3  Shall, in case of need and when requested for, assist the Board of Directors to solve conflicts

9.2  Chairperson

9.2.1  The Chairperson shall be the executive head and accountable to the Board of Directors

9.2.2  The Chairperson attends all Board and Annual General Meetings except for such sessions of the Board or of the Annual General Meeting, in which questions about his/her integrity, performance, compensation or any other issues concerning his position is under discussion/consideration. 

9.2.3  The Chairperson may authorize the (Executive) Director to take all reasonable steps to carry out the work of the Foundation, to enter into contracts and agreements on behalf of the Foundation, as it may be necessary to advance the cause and interests of the Foundation.

9.2.4  The Board, by consensus, shall appoint the Board Chair from amongst its members in the event of the resignation by the incumbent Board Chair or if he is no more able to serve in that capacity. The succeeding Board Chair shall continue in office until the natural expiration of the previous incumbents term. This will not undermine his/her prospects for contesting the Board Chair’s position, irrespective the number of times he/she has held such positions under similar circumstances.

9.2.5 The Past Chairperson (except the incumbent Chairperson who is ending his/her current second term) may contest for the Chairperson’s post after a full year of retirement as the Board Chair.

9.2.6  The Chairperson shall be responsible for the overall coordination of the Foundation and shall fulfil executive, team building and advocacy to realise Foundations objectives

9.2.7  The Chairperson shall develop guidelines and facilitate the fund generation process.

9.2.8  The Chairperson shall represent the Foundation to other partner organisations nationally and internationally. Shall play active role in networking, extension of Foundation’s teams and its activities.

9.2.9  The Chairperson shall in consultation with other Board of Directors, as per need; trust and confidence nominate advisors and seek their consultation in decision-making process.

9.2.10  The Chairperson shall, when needed, seek solutions to solve conflict and consult with the Board of Directors when needed.

9.3  Secretary

9.3.1  The Secretary shall in consultation with the Board be responsible for proposals, planning, implementation and overall direction of projects

9.3.2 The Secretary, in consultation with the Chairperson, shall have power to delegate responsibilities to other Board of Directors, country heads, coordinators and volunteers

9.3.3  The Secretary shall, in absence of the Chairperson and when present vice chairperson, preside over the meetings and exercise responsibilities due to the Chairperson

9.3.4  The Secretary shall, in consultation with the Board of Directors, represent the Foundation to national and international organisations

9.3.5  The Secretary shall, function as a bridge between the Board of Directors, Country Teams, coordinators and project implementing partners.

9.3.6  The Secretary shall be responsible to inform the donors regarding the projects and utilisation of the fund through its annual reports or project reports

9.3.7  The Secretary shall in collaboration with Board of Directors and Country Teams coordinate in preparation of the annual report

9.4 Public Officer

9.4.1  The public officer shall act as the contact person of the Foundation with the legal and governmental authority. Every communication pertaining to policies, status and legal issues not limited to the authority shall be duly discussed and approved by the Board of the Directors prior communicating with any authority or partners concerned.

9.4.2  The Public Officer shall be responsible for ensuring that accurate minutes of meetings are taken and recorded with date, time, location of meeting, list of those present and absent, list of items discussed, list of reports presented, text of motions presented and description of their disposition.

9.4.3  The Public Officer signs a copy of the final, approved minutes and ensures that this copy is maintained in records.

9.4.4  The Public Officer ensures that the records of the Foundation are maintained as required by law and made available when required by authorized persons. These records may include founding documents, (eg. letters patent, articles of incorporation), lists of directors, board and committee meeting minutes, financial reports, and other official records.

9.4.5  The Public Officer ensures that an up-to-date copy of the constitution is available at all meetings.

9.4.6  The Public Officer manages the general correspondence of the Board of Directors except for such correspondence assigned to others. 

9.4.7  The Public Officer participates in Board meetings as a voting member. The Public Officer provides items for the agenda as appropriate. In the absence of the Board Chair, the Public Officer calls the meeting to order, presiding until a temporary Chairperson is elected. The Public Officer records meeting minutes as described above depending upon the bylaws and practices of the organization, the Public Officer may perform these duties for Board of Directors meetings.

9.4.8  The Board of Directors may designate the Public Officer as one of the signing officers for certain documents. In this capacity, the Public Officer may be authorized or required to sign or countersign cheques, correspondence, applications, reports, contracts or other documents on behalf of the Foundation with additional two co-signers.

9.4.9  The Public Officer may be the registered agent with respect to the laws of the jurisdiction; the person upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the corporation are filed.

9.4.10 The Public Officer is accountable to the Board of Directors

9.5  Youth Coordinator

9.5.1  The Youth Coordinator shall be in charge of all social, cultural and recreational programs

9.5.2  The Youth Coordinator shall communicate with the Board of Directors to identify suitable social and cultural programs to assist community members as per their needs

9.5.3 The Youth Coordinator shall in collaboration with the Board of Directors organise recreational programs to generate fund

9.5.4  The Youth Coordinator shall motivate general public to attend the events

9.6  Treasurer

9.6.1  The Treasurer shall keep or cause to be kept proper books of accounts, and other financial records of the Association.

9.6.2  The Treasurer shall submit a financial report at each Board meeting.

9.6.3  Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members, general members, and the public.

9.6.4  The Treasurer shall release the budget on approval of the Chairperson and person authorised by the Chairperson

9.6.5  The Treasurer shall prepare a financial report for the annual

9.6.6  The Treasurer shall be guided by the Financial Guidelines and is accountable to the Board of Directors.

10  Executive Member

10.1.1  An executive member shall fulfil the responsibility as assigned by the Board of Directors

10.1.2 An executive member shall, at the hour of need, fulfil any role of the Board of Directors

10.1.3  An executive member shall work to up hold and promote aims and objectives of the Foundation 

11  Proceedings of Board of Directors

11.1  The Board of Directors shall organise meetings at least 3 times per year and as necessary

11.2  Two third Board of Directors shall fulfil the quorum

11.3  The Chairperson shall preside over the meetings. He/she shall delegate the responsibility in case of his unavailability.

11.4  Since the Board of Directors of the Foundation may not limit to one country/state, the meeting can be conducted through videoconference and audio conference.

11.5  If financially feasible, the Board of Directors shall meet in person to discuss over the progress made by the Foundation once a year

11.6  All decisions during the meetings shall be in favour of the Foundation’s objectives. The decision shall be made based on common consensus of the Board of Directors. In case of conflicts of interests, the decision made by the majority of the Board of Directors shall prevail. If the Board of Directors vote remains tie, the Chairperson shall have a veto.

12  Disqualification of a Board of Director and vacancies

The post of a Board of Director shall cease on following grounds;

12.1  Death, permanently incapacitated by ill health, resignation, or removal of any Board of Director

12.2  Been declared of unsound mind by a final order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty pursuant to the Act and labels disqualified to be a Board of Director

12.3  Has missed two (2) consecutive meetings of the Board of Directors without prior notice, or a total of three (3) meetings of the Board during any one calendar year

12.4  The Board of Directors, by way of affirmative vote of a majority of the Board of Directors then currently in office, may remove any Board of Director at any regular or special meeting if found inactive or not able to fulfil the responsibility.

13  Resignation

13.1  Each Board member shall have the right to resign at any time upon written notice thereof to the Board Chair. The Board Chair shall then present it to the Board and the Board shall decide the notice and specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation is accepted. Unless the Board Chair is first notified, no director may resign when the Foundation would then be left without a duly elected director in charge of its affairs.

13.2  Any vacancy in the Board may be filled by vote of a majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

13.3  A Board of Director elected to fill a vacancy shall be elected for the remaining term of his or her predecessor in office.

14  Removal

14.1  A Board of Director may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a 2/3 majority of the incumbent Board of Directors.

15  The seal

15.1  The seal of the Foundation shall have its name on it.

15.2 All the committee members can affix the seal. It is obligatory to record its use and purpose. The use of the seal should be shared with the Board of Directors and country teams. The power to use the seal is vested in the defined Board of Directors and the Country teams of the foundation. Since the use of the seal is an important case, it ought to be included in the minute book of the foundation.

15.3  Over the disputes or conflict of interest on use of the seal the two third of the Board of Directors of country team shall determine.

16  Meetings

16.1 The Board’s regular meetings may be held at such time and place as shall be determined by the Board.

16.2 The Board Chair or at least three incumbent Board of Directors may call a special meeting of the Board with seven days written notice provided to each Board of Director. The notice shall be served upon each Board of Director via hand delivery, regular mail, text-message, through social media, and email or by fax.

16.3  The person(s) authorized to call such special meetings of the Board may also establish the place of the meeting is to be conducted, so long as it is a reasonable place in which to hold any special meeting of the Board. The meetings may be held virtually or in person.

17  Minutes

17.1 The Public Officer shall be responsible for recording of meeting minutes. In the event that the Public Officer is unavailable, the Board Chair shall appoint an individual to act as Public Officer at the meeting.

17.2  The Public Officer, or the individual appointed to act as Public Officer, shall prepare the minutes of the meetings and a copy of which is to be delivered to each Board of Directors via either regular mail, hand delivered, emailed or faxed within seven (7) business days after close of each Board meeting.

17.3  During the subsequent Board meeting, the minutes shall be revisited, discussed if deemed necessary, amended and endorsed. The meeting minutes agreed/accepted by 2/3 majority of Board of Directors shall be evidence of meeting convenience and valid. Either original or electronic signatures shall be considered valid.

17.4  The meeting minutes shall be filed by the Public Officer

18  Quorum

18.1 At each meeting of the Board of Directors, 2/3 of the incumbent Board of Directors shall constitute a quorum for the transaction of business.

18.2  If at any time the Board consists of even number of directors and a vote results in a tie, then the vote of the Board Chair shall be the deciding vote.

18.3  If a quorum is not present at a meeting, the Board of Directors present may adjourn the meeting from time to time without further notice until a quorum shall be present.

18.4  A Board of Director shall be considered present at any meeting of the Board if during the meeting he or she is in telephone, video or any form of social media demonstrating participation and engagement with the other Board of Directors.

19  Proxy

19.1  A Board of Director who is unable to attend a meeting of the Board may vote by written proxy given to any other voting member of the Board or designated person who is in attendance at the meeting in question.

19.2  A vote by proxy shall not count toward the number of Board members needed to be present to constitute a quorum for the transaction of business.

19.3  No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.

20  Attendance

20.1  An elected Board of Director who is absent from three consecutive regular meetings without notice of the Board during a fiscal year shall be encouraged to re-evaluate with the Board Chair his/her commitment to the Foundation. The Board may deem the Board of Director, who has missed three consecutive meetings without notice such a re-evaluation with the Chair to resign from the Board.

21  Committees and Sub-Committees

The Board Chair in consultation with the Board of Directors may constitute appropriate committees and sub-committees. The Board of Directors shall pass rules and regulations governing any committee and sub-committee. The Chair may appoint appropriate person to head the committees, who need not necessarily have to be the Members of the Board in consultation with the incumbent Board of Directors.

21.1  Executive Committee

Executive committee may be formed to execute Foundation’s programs. It shall be responsible for the general affairs of the board, preparing priorities for the board, to conduct orientation sessions for new board members, to organize training sessions for the board, and to suggest new, non-board individuals for committee membership. The Advancement committee shall oversee new program development, monitor and assess existing programs, initiate and guide program evaluations, and facilitate discussions about program priorities for the Foundation. The Executive Committee shall not have powers and authority to amend the constitution.

21.2  Finance Committee

The Treasurer is chair of the Finance Committee, and the committee shall include three other Board of Directors. The Finance Committee is responsible for developing and reviewing fiscal procedures, and annual budget with staff and other Board of Directors. The Board must approve the budget, and all expenditures must be within the budget. 2/3 majority of the Board of Directors must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board outlining income, expenditures and pending income. The financial records of the Foundation are public information and shall be made available to the Board of Directors and the public.

21.3  Fundraising Committee

The Fundraising Committee shall be responsible for developing and implementing a fundraising plan for the organization. All fundraising plans and communications should be approved by a simple majority of the Board.

21.4  Governance Committee

The Governance Committee shall be responsible for ensuring that accurate and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board’s business was conducted. In order to fulfil these responsibilities, and subject to the organization’s constitution, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices and submits various reports to the board. In addition, the Governance Committee shall be responsible for drafting and/or revising personnel policies for board approval, reviewing job descriptions, if feasible establishing a salary structure, and annually reviewing staff salaries, and reviewing the benefits package. Personnel committee shall act only on formal written grievances against the executive director or when an employee formally appeals a decision by the executive director to the board.

21.5  Audit Committee

The Board, at its sole discretion, shall appoint an Audit Committee, which shall otherwise govern the committee’s operations, and of which the committee may be comprised of one or more persons of which may include persons other than directors of the Foundation.

The Audit Committee shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent. Certified and recognised professional, and may be authorized by the Board to negotiate the auditor’s compensation.

The Audit Committee shall consult with the auditor to assure its members that the Foundation’s financial affairs are in order and after review shall determine whether to accept the audit.

It shall be the responsibility of the Audit Committee to ensure that the auditor’s firm adheres to the standards for auditor independence, as set forth in the latest revision of the Government Standards.

The Board of Directors, by resolution adopted by a majority of the Directors, may create one or more committees and appoint Directors or other such persons as the Board of Directors designates to serve on the committee or committees.

21.6  Meetings and Actions of Committees

Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of jurisdiction of the Board of Directors of this constitution. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate committee members, who shall have the right to attend meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed for records. The Board of Directors may adopt rules not inconsistent with the provisions of constitutional norms for the government of any committee.

22  Conflict of Interest

The purpose of the Conflict of Interest policy is to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise benefit in the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any guidelines for non-profit and charitable organizations and is not intended as an exclusive statement of responsibilities.

22.1  Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors, who are considering the proposed transaction of arrangement.

22.2  Establishing a Conflict of Interest

After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while establishing a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

22.3  Addressing Conflict of Interest

In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions:

22.3.1  Any interested individual may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented, and then votes on the transaction or arrangement proposed involving the possible conflict of interest.

22.3.2  The Board Chair shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

22.3.3  After exercising due diligence, the Board shall determine whether the Foundation can obtain a will with reasonable efforts to a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

22.3.4  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a 2/3 majority vote of the disinterested directors whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.

22.4  Violations of Conflict of Interest Policy

22.4.1  Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest; the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.

22.4.2  If, after hearing the interested person’s explanation and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

23  Dispute resolution

23.1  The Board of Directors shall have authority to resolve the disputes

23.2  The Chairperson shall take a lead in dispute resolution. He shall call for a Board of Directors meeting with in 4 weeks of tabling the dispute and try to resolve the dispute.

23.3  The Chairperson, in case of need, shall form an independent dispute investigation/ resolution committee with in a month. The dispute resolution committee shall submit the report and recommendations to the Chairperson with in 3 months of its formation. The Board of Directors shall, within its financial limitations, be obliged to implement the provided recommendations.

24  Financial reporting

24.1 Financial year

24.1.1 The financial year of the Foundation shall commence on 1st January and end on 31st December

24.2  Accounts to be kept

24.2.1  The Foundations shall maintain all account details and transactions

24.2.2 The responsibility of financial records and transactions will be vested in the hands of the treasurer

24.2.3  The Foundation shall as required by the Act let its financial status audited by the recognised authority

24.3  The use of treasure

24.3.1  The used and allotment of the funds shall be discussed in the meeting of the Board of Directors and the Country Team.

24.3.2  The treasurer shall detail the financial status during each meeting of the Board of Directors and shall be taken up in the meeting minutes.

24.3.3  The annual report shall describe the income and expenditure and show the source of the income.

24.3.4  The Foundation shall comply with the requirements set by the government authority concerning its financial management.

25  Indemnification

25.1  In case of need and when financial situation permits, the Foundation shall have the power to purchase and maintain insurance to the fullest extent permitted by law on behalf of any agent of the Foundation, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

26  Prohibition against securing profits for members

26.1  The Board shall receive no compensation other than reasonable expenses. The Board of Directors and volunteers can claim remuneration for the expenses incurred during implementation of projects and organisation of fund raising programs. Remuneration claim should be supported by evidence.

26.2  Conflicts on remuneration shall be decided by the 2/3 majority of the Board of Directors

27  Winding up

27.1  The winding up shall be in accordance to the Act 

27.2  Application of surplus assets:

27.2.1  The properties and assets of the Foundation are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Foundation, on dissolution or otherwise, shall inure to the benefit of any person or any member, director or officer of this Foundation.

27.2.2  On liquidation or dissolution, all remaining properties and assets of the Foundation shall be distributed and paid over to an organization dedicated to non-profit purposes having similar objectives

27.2.3  Such organisations shall be decided by the Board of Directors 

28  Maintenance and Inspection of Records

28.1  The Foundation shall keep adequate and correct books and records of accounts, and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Foundation shall turn over to his or her successor or the Chairperson, in good order, such Foundation monies, books, records, minutes, lists, documents, contracts or other property of the Foundation as have been in the custody of such officer, employee, or agent during his or her term of office.

28.2  Every Board of Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Foundation.

29  Rules, amendments and revisions

29.1  These bylaws may be adopted, amended or repealed by the vote of the 2/3 majority of the incumbent Board of Directors under the provision of the Act. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed amendment with explanations therefore, is given in accordance with the constitution.

29.2  The amendments shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act.

29.3  All the Board of Directors, coordinators, advisors, donors, well-wishers and volunteers shall abide by the constitutional norms and shall agree to be bound by all provisions thereof.