Punya Foundation Incorporated
Punya Foundation Inc. works for social justice through education, empowerment, and integration. It supports blind, poor, orphaned, and vulnerable children, migrant communities, victims of natural disaster and women and children-victims of rape and sexual assault across the globe.
1 Definitions
1.1 Foundation refers an apolitical, not for profit charity.
1.2 Act refers to the Association Incorporation Act of Australia 1985.
1.3 The governing document mentioned herein is the constitution of the Foundation and shall be understood as this unless otherwise stated.
1.4 Board of directors refers to an authorised board to manage affairs of the Foundation.
1.5 The board member refers to an essential management member with responsibilities to fulfil quorum during transaction of business and meetings of the Foundation.
1.6 Rules apply to rules of the Foundation under discussion as per the Act.
1.7 Seal is the logo of the Foundation, the use of which is defined and limited to certain assigned body/committee of the Foundation.
1.8 Year refers to the English calendar year- twelve months period starting from January and ending up in December. Month applies to English calendar month.
1.9 Donors are individuals, organisations, or government bodies who donate in cash or kind.
1.10 Surplus asset means the left-over property of the Foundation after it winds up.
1.11 Regular meeting means meetings arranged at least 3 times a year and attended by the board of directors and others associated invitees, as far as applicable.
1.12 Minutes means the records of meetings and proceedings.
1.13 Reporting/financial reporting refers to records and proofs of the meetings, proceedings, treasure, and transaction.
1.14 Dispute resolution/common consensus refers to the solution and common platform reached through discussions in the presence of designated bodies of the Foundation in accordance with the referred Act.
1.15 Natural disaster refers to natural calamities like earthquake, floods, bushfire, etc.
1.16 Vulnerable people refer to
1.16.1 Children who are at risk of abuse (domestic, social, sexual) and discontinuing education due to social, environmental, or political reasons.
1.16.2 Families unable to support education of their children due to social causes like discrimination, poverty, displacement etc. and natural disasters.
1.16.3 Migrant or refugee communities who need social, psychological, religious, spiritual, and cultural support for their successful integration in the country of their settlement.
2 Name
The name of the incorporated Foundation shall be Punya Foundation Inc. It is herein referred to as the “Foundation”. The Foundation shall be a non-political charity without discrimination based on caste, ethnic origin, and gender.
3 Purpose of the Foundation
3.1 Mission
Punya Foundation’s mission is justice through education and empowerment. It operates on the principle of social justice.
3.2 Vision
The aim of Punya Foundation is to become an organisation which works towards a fair and equitable society, empowering those communities subjected to calamities/disasters, displacement, violence, and social exclusion.
3.3 Value
3.3.1 Punya Foundation believes that fairness and justice should prevail upon all sections of a population and that can be realized by creating access to opportunities by fair distribution of local, national, and international resources.
3.3.2 Punya Foundation affirmatively considers that educated and empowered community is only possible through fair and equitable distribution of physical and intellectual resources, along with equal access to the means for decent livelihoods. It believes that all individuals are equal in the eyes of law, human rights and social practice deserving equal treatment.
3.4 Objectives
3.4.1 To contribute to self-reliance and empowerment of blind, orphaned, poor, vulnerable, and underprivileged children through education.
3.4.2 To institutionalise social justice and peace organising empowerment and psychosocial support programs to victims of social injustice, destitute, trauma, violence, widows, refugees, and migrant communities.
3.4.3 To contribute and promote community collaboration through engagement, investment, partnership, career counselling and job-oriented trainings.
3.4.4 To build and manage community garden, community centre, multipurpose hall, place of worship, retirement village and investment opportunities for education, community engagement, participation, and to practice and promote language, culture, spirituality, and religion and enrich Australian multicultural society.
3.4.5 To promote health organising health advocacy, outreach clinics, and mobilise resources and extend emergency relief during natural disasters and calamities.
4 The target population
4.1 Blind, orphaned, poor, underprivileged, and vulnerable children in developing countries who need support to realise their education.
4.2 Poor and vulnerable women in developing countries who need support to live a dignified life in their society.
4.3 Victims of rape, sexual abuse, domestic, and gender-based violence, destitute, poor, and victims of discrimination based on social, cultural, and ethnic background.
4.4 Victims of natural disaster in need of emergency relief support.
4.5 Elderly, children, refugees, and migrant communities who need psycho-social support based on their cultural and spiritual needs to assist them with their integration process in the countries of their settlement.
5 Office
5.1 The principal office of the Foundation shall be located at the address agreed upon by the majority of the board of directors.
5.2 The Foundation may have other such offices within or outside Australia, as the board of directors determine or deem necessary, or as affairs of the Foundation may find a need for from time to time.
6 Management of the Foundation
The Foundation shall have a board of directors. It may have committees, sub-committees, and members.
6.1 Membership
6.1.1 The Foundation may have general, project specific, children/youth, lifetime, and honourable members.
6.1.2 Any individual 18 years and older, who intends to uphold Foundation’s mission or support any of its projects can apply for the membership. On submission of the membership application and on payment of fees, if applicable, the board shall decide on the membership application.
6.1.3 Permanent projects/establishments like community centre, children play centre, community garden, place of worship, etc., may have permanent members for the management and sustainability of projects.
6.1.4 Members who pay the amount equivalent to 10 years of membership fees, if applicable, or the stipulated amount as donation, shall be honoured with lifetime membership.
6.2 Member responsibility
6.2.1 A member shall work to fulfil Foundation’s mission.
6.2.2 A member shall, if required, pay annual fees.
6.2.3 A member can attend annual general meetings.
6.2.4 A member shall have rights to vote during the annual general meeting.
6.2.5 A member shall have rights to contest in the election for the board, executive and sub-committees.
6.2.6 A member shall fulfil responsibilities assigned by the board, executive and sub-committees.
6.2.7 A member shall enjoy being part of projects, programs, or activities.
6.2.8 A member can benefit from engagement with Foundation’s fundraising projects.
6.3 Board of Directors
6.3.1 Office bearers
6.3.1.1 The board of directors shall have up to 9 (nine), but no fewer than 3 (three) office bearers. The office bearers shall consist of at least a president, public officer, and a treasurer. The chief executive officer and or other committee leads may represent the executive committee or sub-committee to the board of directors.
6.3.1.2 The number of office bearers in the board of directors may be increased beyond 9 (nine) by an affirmative vote of two third (2/3) majority of the incumbent board of directors.
6.3.1.3 The board of directors can create executive committee, extended committees and sub-committees and appoint office bearers, as needed, to implement projects.
6.3.1.4 The board of directors may invite international intellectual figures in the board of directors to further Foundation’s mission.
6.3.1.5 The board may, in accordance with the legal requirements of the country, establish units in other counties to facilitate implementation of programs, activities and projects.
6.3.2 Board of director eligibility
6.3.2.1 An individual shall be of age 18 years and above.
6.3.2.2 An individual should have worked for the Foundation either as an executive member, coordinator, or as a volunteer for a period of at least one year. This clause shall be an exempt for the first board of directors.
6.3.2.3 An individual shall not have committed crime or have pending charges against.
6.3.2.4 An individual shall be willing to work for the Foundation’s spirit, interests and to uphold the constitution and uplift its mission.
6.3.2.5 An individual is committed to respect different cultures, religions, genders, and beliefs.
6.3.3 Board of director powers and duties
6.3.3.1 Administrative authority
6.3.3.1.1 The board shall have no authority to revoke Foundation’s mission, “Justice through Education and Empowerment”.
6.3.3.1.2 The Foundation shall have all the powers conferred by the Charities Act 2005 in the common consensus or a 2/3rd majority of the board members.
6.3.3.1.3 The Foundation shall be governed by the board of directors, which shall have all the rights, powers, privileges, and limitations of liability of office bearers of a charity under the act. The board shall have authority to establish policies and directives governing business and programs and shall delegate to the office bearers, subject to the provisions of constitution, authority, and responsibility to see that the policies and directives are appropriately followed.
6.3.3.1.4 The board shall be the highest authority to generate and manage funds and plan and execute its affairs.
6.3.3.1.5 The board shall have power to interpret the rules and make decisions in favour of the Foundation when rules are silent.
6.3.3.1.6 The board, as per need, shall appoint managers and coordinators for culture and spirituality, health and relief, community engagement, youth, women, and children affairs, etc., from amongst the members. The responsibilities of such portfolios shall be approved by the majority of the board of directors.
6.3.3.1.7 The board shall have power to appoint office bearers, advisors, coordinators, and other portfolios as deemed necessary.
6.3.3.1.8 The board shall have authority to warn, and in case of need expel any office bearer if found going against the mission of the Foundation and on violation of the constitutional norms for personal benefits.
6.3.3.2 Fees, subscriptions, and levies
6.3.3.2.1 The board shall have authority to decide and to present a proposal to the general assembly regarding types of memberships and the amount of membership fees and/or review the appropriateness thereof.
6.3.3.2.2 The board will be responsible to raise funds through donation, activities, or collaboration to meet the operation expenses of the Foundation.
6.3.3.3 Tenure of the board
6.3.3.3.1 The tenure of the board members shall be for a term of five (5) years.
6.3.3.3.2 No person shall serve more than two (2) consecutive terms unless the majority of the board, during the course of the board meeting at which a quorum is present, votes to appoint the board member to additional terms.
6.3.3.3.3 No person shall serve more than 3 consecutive terms unless a widely circulated appointment/nomination/election campaign fails to attract interested candidates.
6.3.3.3.4 An individual can serve Foundation’s mission for unlimited terms at the capacity other than remaining in the board of directors.
6.3.3.3.5 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.
7 Election and appointment of the board of directors and executive committee
7.1 Election Commission
7.1.1 The Foundation shall form an election commission consisting of at least 3 individuals. One of the individuals shall fulfil the role of an election commissioner.
7.1.2 The individuals in the election commission shall not be nominated or appointed to the board for at least 180 days post-election. This provision is to avoid influence of the election commission on the board’s independent function.
7.1.3 The election commission has a job to conduct the election, declare the result and if indicated investigate charges related to the election.
7.1.4 After 2 weeks of the election, if no complaints are received, the election commissioner dissolves the election commission.
7.2 Election process
7.2.1 The election commission prepares the eligibility, election and procedural guidelines and calls for the candidacy.
7.2.2 The election commission shall conduct the election at least 1 (one) month prior to ending the term of the board.
7.2.3 The election commission reaches out to call for expression of interest utilising social media, social gathering, email, and all other possible modalities.
7.2.4 The election commission declares the list of contesting candidates a month before the election day.
7.2.5 The election commission declares the election date, time, and venue for the election a month before the election day, exception being justifiable reasons like natural disaster, pandemic, etc.
7.2.6 The election shall take place within 12 weeks of the closure of candidacy call, exception being justifiable reasons like natural disaster, pandemic, etc.
7.2.7 Contestants can promote and campaign for election abiding by the Foundation’s mission, objectives, and values.
7.2.8 The election shall observe a secret ballot.
7.2.9 The board of director position falling vacant shall be filled within 90 days securing 2/3 a majority vote of the incumbent board of directors.
7.3 Vote and count
7.3.1 Only members have right to vote for the board.
7.3.2 Project specific members can vote for the project specific committees or sub-committees.
7.3.3 Voting can occur only during the time duration specified by the election commission.
7.3.4 If there is more than one contestant for any portfolio, it shall observe a secret ballot.
7.3.5 The vote count shall not observe delay unless for justifiable reasons.
7.3.6 Each candidate may field a person of confidence to observe voting and counting sessions.
7.4 Result declaration
7.4.1 The election commissioner declares the result.
7.4.2 After 2 weeks of the election date, the election commission hands over the ballot papers in a sealed box to the board and declare its dissolution.
7.4.3 The board shall have no authority to break the seal. Only the order of court shall lead to the access of ballot papers. On the day of the annual general meeting, the ballot papers contained in a sealed box shall be destroyed in presence of the members and donors.
7.4.4 Should any candidate re-appeal, the election commission shall continue to address the issue or facilitate to appoint an independent review committee. Failure to form an independent review committee, the election commission shall hand over the case to the board. The board needs to refer such a case to an independent committee for a fair and just review.
7.5 Lodgement of a re-appeal
7.5.1 The candidate who intends to re-appeal should do so with in 3 days of the declaration of the election result.
7.5.2 The re-appeal application should be addressed to the election commissioner.
7.5.3 The election commissioner shall engage the election commission to address the issue and/or facilitate to appoint an independent review committee or hand over the case to the board. If referred to the board, it shall facilitate to form an independent review committee consisting of at least 3 individuals from amongst the members, donors, and well-wishers.
7.6 Nomination and appointment
7.6.1 In the event of resignation by the incumbent president and if s/he is no more able to serve in that capacity or discharged for whatsoever reason, the board shall work to fulfil the post with in 90 days.
7.6.2 The succeeding office bearer shall continue the responsibilities until the natural expiration of the previous incumbent’s term. This will not undermine his/her prospects to contest in the upcoming election.
7.6.3 Should the candidacy fall short for any post and remain vacant, the incumbent board shall secure a 2/3 majority to nominate or appoint with in 90 days of the post falling vacant. In the nomination process, the individual’s contribution to the Foundation, time commitment and mutual understanding shall prevail.
8 Role and responsibilities
8.1 Governance, strategic planning, and advisory committee
8.1.1 The board may form a governance, strategic planning, and advisory committee.
8.1.2 The governance strategic planning, and advisory committee shall provide advice to the board and engage in planning and policy formation.
8.1.3 The governance, strategic planning, and advisory committee shall work to uphold and promote aims and objectives of the Foundation.
8.1.4 The governance, strategic planning, and advisory committee shall, in case of need and when requested for, assist the board to solve conflicts.
8.1.5 The incumbent presidents of the Foundation from other countries shall be prioritised to be in the governance, strategic planning, and advisory committee.
8.2 President
8.2.1 The president shall be the executive head of the Foundation and shall be accountable to the board of directors and the members.
8.2.2 The president attends and chairs all board meetings and annual general meetings except for such sessions of the board or of the annual general meetings, in which questions about his/her integrity, performance, compensation or any other issues concerning his/her position is under discussion/consideration.
8.2.3 The president can authorise respective board of directors, CEO or leads of executive committees to take all reasonable steps to carry out the work of the Foundation, to enter into contracts and agreements, as necessary to advance the cause and interests.
8.2.4 The president shall be responsible for the overall coordination of the Foundation and shall fulfil executive, team building and advocacy to realise Foundation’s objectives.
8.2.5 The president shall develop guidelines and facilitate the fund generation process.
8.2.6 The president shall represent the Foundation to other partner organisations nationally and internationally. S/he shall play active role in networking, extension of Foundation’s teams and its activities.
8.2.7 The president shall in consultation with other board, as per need; trust and confidence nominate advisors and seek their consultation in the decision-making process.
8.2.8 The president shall, when needed, seek solutions to solve conflict and consult with the board of directors.
8.2.9 The president shall be accountable to and be responsible to fulfil charity’s governing responsibilities. When the president is unable to do so, s/he shall delegate the task to other board of directors, CEO, or an appropriate executive committee member.
8.3 Managing Director
8.3.1 The managing director shall be answerable to the president.
8.3.2 The managing director shall, when delegated, preside over the meetings and exercise responsibilities due to the president.
8.3.3 The managing director shall update on the progress of active projects to the board during each meeting.
8.3.4 The managing director shall look for opportunities and recruit coordinators and volunteers to broaden Foundation’s activity domains.
8.3.5 The managing director shall collaborate with the public officer to develop project proposals and apply for grants.
8.3.6 The managing director shall develop program strategy, phase-in and phase-out projects and future opportunities.
8.3.7 The managing director shall write case stories, progress reports of projects, and annual report and update the website.
8.3.8 The managing director in collaboration with the president and other board of directors shall represent the Foundation to other stakeholders.
8.3.9 The managing director shall have authority to nominate a support person or assistant to help execute tasks. Unless appointed as an extended committee member, the support person or assistant shall not be eligible to cast vote during the board meetings.
8.3.10 The public officer participates in board meetings as a voting member.
8.4 Public Officer
8.4.1 The public officer shall in consultation with the board be responsible for proposals, planning, implementation, and overall direction of projects.
8.4.2 The public officer, in consultation with the president, shall have power to delegate responsibilities to other board members or executive committees.
8.4.3 The public officer in absence of the president shall preside over meetings and exercise responsibilities due to the president and/or its delegates.
8.4.4 The public officer shall in consultation with the board, represent the Foundation to national and international organisations.
8.4.5 The public officer shall, function as a bridge between the board, executive committee and sub-committees, coordinators, donors, and project implementing partners.
8.4.6 The public officer shall be responsible to inform donors regarding projects and utilisation of the fund through its annual report or project updates.
8.4.7 The public officer shall in collaboration with the board coordinate to prepare annual report.
8.4.8 The public officer shall act as the contact person of the Foundation with the legal and government authority. Every communication pertaining to policies, status and legal issues not limited to the authority, shall be duly discussed, and approved by the board prior communicating with any authority or partners concerned.
8.4.9 The public officer shall be responsible for ensuring that accurate minutes of meetings are taken and recorded with date, time, location, list of those present and absent, list of items discussed, list of reports presented, text of motions presented and description of their disposition.
8.4.10 The public officer maintains records of the final and approved minutes.
8.4.11The public officer ensures that the records of the Foundation are maintained as required by the law and make available when required by authorised persons. These records may include founding documents, lists of directors, board and committee meeting minutes, financial reports, and other official records.
8.4.12 The public officer ensures that the constitution is available at all meetings.
8.4.13 The public officer manages the general correspondence of the board except for such correspondence assigned to others.
8.4.14 The public officer participates in board meetings as a voting member.
8.4.15 The public officer provides items for the agenda as appropriate.
8.4.16 The board may designate the public officer as one of the signing officers for certain documents. In this capacity, the public officer may be authorised or required to sign or countersign cheques, correspondence, applications, reports, contracts, or other documents on behalf of the Foundation.
8.4.17 The public officer may be the registered agent upon whom legal notice to the corporation is served, and responsible for ensuring that documents necessary to maintain the incorporation are filed.
8.4.18 The public officer shall have authority to nominate a support person or assistant to help execute tasks. Unless appointed as an extended committee member, the support person or assistant shall not be eligible to cast vote during the board meetings.
8.4.19 The public officer is accountable to the board.
8.4.20 On delegation of the president, the public officer shall represent the Foundation to other organisations, partners, and stakeholders.
8.5 Representative executive committee
8.5.1 The executive committee shall nominate, preferably is CEO or one of the representatives to represent the executive committee to the board.
8.5.2 The representative of executive committee shall be answerable to the board and will have a liaise on role between the board and the executive committee.
8.5.3 The representative of executive committee shall update the progress of projects to the board during each meeting.
8.5.4 The representative of executive committee shall update the board the challenges faced, and opportunities identified to expand activities and projects.
8.5.5 The representative of executive committee shall liaise with the managing director regarding program strategy and future opportunities.
8.5.6 The representative of executive committee shall in consultation with the board represent the Foundation to other stakeholders.
8.5.7 The representative of executive committee shall feedback the executive committee, the updates, proposals, strategy, and projects discussed with the board of directors.
8.5.8 On delegation, the representative of executive committee shall fulfil the responsibilities due to public relation. This may include to,
8.5.8.1 keep donors and public informed about the Foundation’s programs.
8.5.8.2 write case stories, activity updates and report and publish on the Foundation’s website and or facilitate to do so.
8.5.8.3 obtain material from other board members to prepare the annual report.
8.5.8.4 organise literary programs during special occasions.
8.5.8.5 assist to run the website.
8.5.8.6 nominate a support person or assistant to help execute tasks.
8.6 Treasurer
8.6.1 The treasurer shall keep proper books of accounts, and other financial records of the Foundation.
8.6.2 The treasurer shall update the financial status to the board during each meeting.
8.6.3 The treasurer shall prepare fiscal budget and balance sheet, present to the board and on its approval make the financial report available to the tax office, donors, members, and the public.
8.6.4 The treasurer shall release the budget on approval of the board and on authorisation of the president.
8.6.5 The treasurer shall prepare a financial statement at the end of fiscal year for the annual report.
8.6.6 The treasurer shall be guided by financial guidelines and is accountable to the board.
8.6.7 The treasurer shall have authority to nominate a support person or assistant to help execute tasks. Unless appointed as an extended committee member, the support person or assistant shall not be eligible to cast vote during the board meetings.
9 Board proceedings
9.1 Emergency meeting
9.1.1 The president may authorise the public officer to call an emergency meeting any time, with a 24-hour notice served, if needed. Alternatively, any 2 board members, if they elect, can call for an emergency meeting.
9.1.2 Quorum is not essential for an emergency meeting, but the subsequent regular board meeting should approve the justification of emergency meeting and endorse or reject any decisions made.
9.1.3 An emergency meeting, if needed, may lead to fund release not surpassing $5,000, at any one occasion.
9.1.4 An emergency meeting shall have no authority to revise house rules or policies.
9.1.5 An emergency meeting shall have no authority to appoint board of directors or other office bearers except for recruiting coordinators and volunteers and forming emergency task committees and subcommittees.
9.2 Regular meeting
9.2.1 The board shall hold at least 3 regular meetings each fiscal year.
9.2.2 The public officer or the board delegate shall be authorised to call the regular meeting.
9.2.3 The meeting invitation shall be sent to the board, CEO and if deemed necessary to the project leads at least one week in advance.
9.2.4 Two third board members shall form the quorum of a regular meeting.
9.2.5 A decision needs to secure 2/3 majority for the endorsement. When a vote equates to a tie, the president shall enjoy a veto.
9.2.6 Issues discussed, new business arising, and financial status shall be discussed during each regular meeting. Discussions shall be minuted, circulated to the entire board and executives, and get endorsed during the subsequent meetings.
9.2.7 Every regular meeting shall end with a plan for the next meeting.
9.3 Annual general meeting (AGM)
9.3.1 The public officer shall call for an annual general meeting each year. When the public officer is not available, the president shall assign this responsibility to another board member.
9.3.2 The agenda and annual report shall be circulated at least 2 weeks prior to the day of the meeting.
9.3.3 The annual general meeting shall give space to review projects, achievements, challenges, and strategies.
9.3.4 Project leads may need to provide updates on projects to members, donors, investors, partners, collaborators, and well-wishers.
9.3.5 The treasurer shall present the financial report.
9.3.6 Donors and well-wishers shall get an opportunity to seek clarification on use of their donations.
10 Meeting minutes
10.1 The public officer or delegate shall be responsible for recording of meeting minutes.
10.2 The public officer or delegate shall prepare minutes of the meetings, a copy of which is to be delivered to each board member via regular mail, social media group, hand delivered, or faxed within seven (7) business days after each board meeting.
10.3 During the subsequent board meeting, the minutes shall be revisited, amended, and endorsed. The meeting minutes agreed/accepted by the 2/3 majority of board shall be the evidence of meeting convenience and prevail valid.
10.4 The meeting minutes, either electronic or a hard copy, shall be filed for record.
11 Quorum
11.1 At each meeting of the board, 2/3 of the incumbent board members shall constitute a quorum for the transaction of any business.
11.2 If a quorum is not present at a meeting, the board present may adjourn the meeting from time to time without further notice until a quorum shall be present.
11.3 If at any time the board consists of an even number of office bearers and a vote result in a tie, the vote of the president shall be the deciding vote.
11.4 An office bearer shall be considered present at any meeting of the board, if during the meeting, s/he joins over the telephone, video or any form of social media demonstrating participation and engagement with the other board members.
12 Proxy
12.1 A board member who is unable to attend a meeting may vote by written proxy given to any other voting member or designated person who attends the meeting in question.
12.2 A vote by proxy shall not count toward the number of office bearers needed to be present to constitute a quorum for the transaction of business.
12.3 No proxy shall be valid after three months from the date of execution.
12.4 Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.
13 Disqualification of the board member and vacancies
13.1 The post of the board member shall cease on – death, permanently incapacitated by ill health, resignation, or ousting. When declared unsound of mind by a final order of the 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 entrusted with public and charitable organisation’s responsibility.
13.2 If the board member misses two (2) consecutive meetings without a prior notice, or a total of three (3) meetings in any one calendar year, he/she may be deemed unsuitable to hold the position.
13.3 The board by way of affirmative vote of 2/3 majority may remove any board member at any regular meeting if found incompetent, lacking motivation, and inadequate time devotion impacting on program delivery. The board can appoint a person to fulfil the vacancy abiding by the eligibility criteria.
13.4 A board member shall, if s/he wishes, submit his/her resignation to the president.
13.5 The president shall, if intended, table his/her resignation to the managing director.
14 Resignation
14.1 A board member shall have the right to resign at any time upon a written notice thereof to the president.
14.2 The resignation notification shall observe 3 months’ notice in advance. This to give continuity to the charity work.
14.3 The president shall then present the resignation it to the board 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.
14.4 Unless the president is notified in advance, the office bearer will assist in all ways possible to help the Foundation run its regular programs and activities.
14.5 Any vacancy in the board may be filled by vote of a majority of the office bearers then in the office, whether or not the number of office bearers then in office is less than a quorum, or by vote of a sole remaining office bearer. No reduction of the authorised number of office bearers shall have the effect of removing any office bearers before that office bearer’s term of office expires.
14.6 A board member elected to fill a vacancy shall be elected for the remaining term of his or her predecessor in office.
14.7 The board, by consensus, shall appoint the president from amongst themselves in an event of the resignation by the incumbent president or if s/he is no more able to serve in that capacity. The succeeding president shall continue in office until the natural expiration of the previous incumbents’ term. This will not undermine his/her prospects to contest for the president position.
15 The seal
15.1 The seal of the Foundation shall have its logo and name on it.
15.2 The power to use the seal is vested in the board.
15.3 It is obligatory to record its use and the purpose.
15.4 The use of the seal should be shared with the board during the subsequent meeting. Since the use of the seal is an important case, it ought to be included in the minute book of the Foundation.
15.5 Over the dispute or conflict of interest on use of the seal, the two third majority of the board prevails.
16 Committees, sub-committees, executive committee
16.1 Authority to form committees, assign roles, and responsibilities
16.1.1 The board has authority to form and dissolve executive committee, sub-committees, and extended committees, as needed, to plan and implement projects.
16.1.2 The board shall write, and review portfolios’ roles and responsibilities.
16.1.3 The board, executive committee, and subcommittee structure may look like as below.
16.1.4 The portfolios in the executive and sub-committees, not limited to, can consist of chief executive officer, director of education and empowerment, director of culture and spirituality, director of community engagement, health and relief, director of fund generation, director of compliance, director of disability, director of strategy and planning, director of auditing, director of public relation, director of older persons, director of women and children affairs, program managers, project coordinators, ambassadors, and executive members.
The executive committee shall be led by one of the directors at the capacity of chief executive officer.
16.1.5 The executive committee, and subcommittees shall create portfolios as needed and write and review their roles and responsibilities.
16.1.6 The portfolios can be time bound, project specific or permanent.
16.1.7 The executive committee may write job descriptions for portfolios deemed essential and form sub-committees to execute projects.
16.1.8 The chief executive officer may appoint appropriate office bearer to lead committees, who not necessarily need to be a member of the executive committee.
16.1.9 The sub-committee may be formed to execute Foundation’s programs, review general affairs, set priorities, and organise trainings.
16.1.10 The executive and sub-committees shall not have powers and authority to amend the constitution at their own rights.
16.2 Finance committee
16.2.1 The treasurer shall be the chair of the finance committee, and the committee shall consist of at least 3 members.
16.2.2 The finance committee is responsible for developing and reviewing fiscal procedures, and annual budget with the board and other committee members.
16.2.3 The board must approve the budget, and all expenditures must be within the budget.
16.2.4 The 2/3 majority of the board must approve any major change in the budget.
16.2.5 The fiscal year shall be the calendar year.
16.2.6 Annual reports are required to be submitted to the board outlining income, expenditures, and pending income.
16.2.7 The financial records of the Foundation are public information and shall be made available to the board and to the public.
16.3 Fundraising committee
16.3.1 The director of fund generation shall chair the fundraising committee.
16.3.2 The Fundraising Committee shall be responsible for developing and implementing a fundraising plan for the charity.
16.3.3 Fundraising plans should be approved by a simple majority of the board.
16.3.4 The fundraising committee shall not coerce any partners, donor, and stakeholders.
16.3.5 The fundraising event shall observe provisions granted to do so by the government.
16.4 Governance committee
16.4.1 The president shall chair the governance committee.
16.4.2 The Governance committee shall be responsible to ensure that an accurate and sufficient documentation exists to meet legal requirements, and to enable authorised persons to determine when, how, and by whom the Foundation’s business was conducted.
16.4.3 In order to fulfil these responsibilities, and subject to the charity’s constitution, the public officer records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices and submits various reports to the board.
16.4.4 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 benefit packages.
16.5 Audit committee
16.5.1 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.
16.5.2 The audit committee shall make recommendations to the board regarding hiring and termination of an auditor, who shall be an independent certified and recognised professional, and may be authorised by the board to negotiate the auditor’s compensation.
16.5.3 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.
16.5.4 It shall be the responsibility of the audit committee to ensure that the auditor’s firm adheres to the standards for auditors’ independence, as set forth in the latest revision of the government’s standards.
17 Management of assets, fund generating services, and properties
17.1 The board of directors shall be accountable and responsible to plan fund generation and process thereof, allocation of funds and resources, providing update to the members and reporting to the authority.
17.2 The fund generation shall have a not-for-profit focus.
17.3 Each fund generating or fund utilising activity or project shall have project proposal outlining the nature and scope of project, aims, implementation modality, costing and sustainability aspects.
17.4 The fund generating or fund utilising activity or project shall have a project committee. Each project committee shall have a manager. The manager shall be responsible to the board of directors. The project committee shall have responsibility to plan, execute and manage the project. The board of directors have a responsibility to oversee all projects.
17.5 The project manager of the delegate shall present the project during annual general meeting.
18 Meetings and actions of committees
18.1 Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of jurisdiction of the constitution.
18.2 Special meetings of committees may also be called by resolution of the board.
18.3 The notice of special meetings of the board or committees shall also be given to any and all alternate committee members, who shall have the right to attend meetings of the committee.
18.4 Minutes shall be kept of each meeting of the board or committee and shall be filed for records. The board or committee may adopt rules not inconsistent with the provisions of constitutional norms for the governance of any committee.
19 Conflict of interest
19.1 Purpose
19.1.1 The purpose of the conflict-of-interest policy is to protect the Foundation’s interest when entering into a transaction or arrangement that might benefit the private interest of one of its office bearers, or that might otherwise benefit in the private interest of one of its office bearers, or that might otherwise result in a possible excess benefit transaction.
19.1.2 This policy is intended to supplement but not to replace any guidelines of the charity and is not intended as an exclusive statement of responsibilities.
19.2 Duty to disclose
19.2.1 The board is obliged to disclose conflict of interest.
19.2.2 In connection with any actual or possible conflict of interest, an interested/concerned person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board, who are considering the proposed transaction of arrangement.
19.2.3 The lack of disclosure of any potential conflict of interest against charity act might be reported to the government.
19.3 Establishing a conflict of interest
19.3.1 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 or executive committee meetings while establishing the conflict of interest is discussed and voted upon.
19.3.2 The remaining board and or executive committee members shall decide if a conflict of interest exists.
19.3.3 Should the board or executive committee be in dilemma, the president may seek legal advice.
19.4 Addressing conflict of interest
19.4.1 In the event that the board or executive committee should establish that a proposed transaction or arrangement establishes a conflict of interest, the board or executive committee shall then proceed with following actions:
19.4.1.1 Any interested individual shall get opportunity to defend and case present at the board or executive committee meeting.
19.4.1.2 Upon completion of the presentation, the interested individual shall be excused from the meeting while the board or executive committee discusses the information and/or material presented.
19.4.1.3 The board or executive committee shall vote on the transaction or arrangement proposed involving the possible conflict of interest. The 2/3 majority makes the decision.
19.4.1.4 If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or executive committee shall determine by a 2/3 majority vote of the disinterested board or executive committee 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.
19.4.1.5 Should the financial situation of the Foundation permit, the president shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
19.4.1.6 If independent investigation is set forth, the board or executive committee shall follow their recommendations.
20 Violations of conflict-of-interest policy
20.1 Should the board or executive committee have reasonable ground to believe that an interested person has failed to disclose actual or possible conflicts of interest, the board or executive committee shall then inform the interested person on the basis for such belief and offer the interested person an opportunity to explain the alleged failure to disclose.
20.2 If and after hearing the interested person’s explanation and after making further investigation as may be warranted in consideration of the circumstances, the board or executive committee determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
21 Dispute resolution
21.1 The board or executive committee shall have authority to resolve disputes.
21.2 The president takes a lead in dispute resolution. He shall call for the board or executive committee meeting with in 4 weeks of tabling a dispute and try to resolve the dispute.
21.3 The president, in case of need, shall form an independent dispute investigation/ resolution committee within a month.
21.4 Advisors and or independent individuals may be approached when needed.
21.5 The dispute resolution committee shall submit the report and recommendations to the president within 3 months of its formation.
21.6 The board or executive committee shall, within its financial limitations, be obliged to implement the provided recommendations.
22 Financial reporting
22.1 The financial year of the Foundation shall commence on 1st January and end on 31st December.
22.2 The Foundations shall maintain all account details and transaction.
22.3 The responsibility of financial records and transactions will be vested in the hands of the treasurer and director of finance.
22.4 The Foundation shall, as required by the Act, let its financial status audited by the recognised authority.
22.5 To maintain the transparency, the financial report shall be published on Foundation’s website.
23 Use of treasure
23.1 The treasurer shall detail the financial status during each regular meeting of the board and or executive committee.
23.2 The used and allotment of funds shall be discussed in the regular meeting of the board and or executive committee.
23.3 The board and the executive committee shall engage partners, investors, and collaborators to invest and generate funds. The investors may claim reasonable return of their investment. The board and executive shall have such provisions clearly stipulated prior to inviting partnership and investment.
23.4 International transactions for planned projects shall observe fund release approval during the regular executive committee meetings. Emergency and relief fund for disasters can take place during the emergency meetings, amount not surpassing $5000. International fund transfers shall be done only through a registered and legal institution or a company.
23.5 The annual report shall describe the income and expenditure and show the source of income.
23.6 The Foundation shall comply with the requirements set by the government authority concerning its financial management.
24 Indemnification
24.1 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.
24.2 When financial situation is in dip, the Foundation shall seek for other charity’s auspice to organise programs.
25 Prohibition against securing profits for members
25.1 The board and executive committee may receive renumeration in accordance with responsibilities fulfilled and claim reasonable compensation for the incurred expenses.
25.2 If needed, the Foundation may employ salaried and or hired employees.
25.3 Conflicts on remuneration shall be decided by the 2/3 majority during the regular meeting of the board and or executive committee.
26 Winding up
26.1 The winding up shall be in accordance with the Act.
26.2 The properties and assets of the Foundation are irrevocably dedicated to and for non-profit purposes only.
26.3 No part of net earnings, properties, or assets of the Foundation, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Foundation. The board and or executive members, if applicable, may deduct their share of investment from the balance asset.
26.4 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.
26.5 Such organisations shall be decided by the 2/3 majority of the board and or executive committee.
27 Maintenance and inspection of records
27.1 The Foundation shall keep adequate and correct books and records of accounts, and written minutes of the proceedings of the board and or executive committee and other committees.
27.2 All such records shall be kept at a place or places as designated by the board and or executive committee and other committees, or in the absence of such designation, at the principal office of the organisation.
27.3 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.
27.4 Upon leaving office, each office bearer, employee, or agent of the Foundation shall handover to his or her successor or the president, in good order, such Foundation equipment, monies, books, records, minutes, lists, documents, contracts or other property of the Foundation as have been in the custody of such office bearer, employee, or agent during his or her term of office.
27.5 Every board or executive committee member 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.
28 Rules, amendments, and revisions
28.1 These bylaws may be adopted, amended, or repealed by the vote of the 2/3 majority of the incumbent board or executive committee under the provision of the Act.
28.2 Such action is authorised only at a duly called and held regular meetings of the board for which written notice of such meeting, setting forth the proposed amendment with explanations, therefore, is given in accordance with the constitution.
28.3 The amendments shall be registered with the authority, as required by the Act.
28.4 All board and executive committee, coordinators, advisors, donors, well-wishers, and volunteers shall abide by the constitutional norms and shall agree to be bound by all provisions thereof.