• Constitution

NAMIBIAN CONSTITUTION

  1. NAME OF ORGANISATION

The name of the organisation is Tangeni Shilongo Namibia or short TSN. The origin of the name goes back to the name giver called Tangeni Shilongo.

  1. VISION

Education is generally considered as the key to development. It is only through education that prosperity can be created for future generations. The vision of this association is to provide every child and young person in Namibia, regardless of the financial situation of the family, with a realistic and fair opportunity for good education and labour, and thus also the access to a healthcare system that does not distinguish between rich and poor. The supported projects are designed to improve living conditions in a sustainable way and are based, where applicable, on the UN Children’s Rights.

  1. AIMS AND OBJECTIVES

3.1. The aim of the association is

a) the furtherance of child, youth and family support

b) the furtherance of people in need

c) the furtherance of non-governmental organisations, in short NGOs

d) the furtherance of international exchange.

3.2. Furtherance takes place exclusively in Namibia.

3.3. The objectives are particularly achieved by the primary task of raising donations and financial resources to ensure financial support for the above-mentioned areas.

3.4. The association pursues exclusively and directly non-profit purposes.

  1. FUNCTION

4.1. The association may identify and create any projects and initiatives in line with the objectives and offer technical and practical guidance and support, as well as build up networks between different initiatives.

4.2. The fields of activities are:

a) Educational Institutions: The association participates in the construction and furtherance of education centres, provides fair wages to teachers, facilitates schools
with adequate equipment and teaching materials, and supplies students with regular nutrition-rich meals.

b) Educational measures: The association supports community members regardless of age and gender by covering the cost for all levels of schooling, from kindergarten to apprenticeships to university level programs.

c) Scholarships: The associate takes care of the furtherance of adolescents in their professional training and course of study through the granting of the “OPEN DOORS” scholarship.

d) Individual case aid: The association supports single mothers or families in need for the care of their children in the form of food supplies or clothing.

e) Physical education: The association supports initiatives focusing on sport with equipment, fees and transport costs.

  1. AREA OF OPERATION OF ORGANISATION

5.1. The area of operation is nationwide.

5.2. Fundraising will take place internationally.

  1. MEMBERSHIP

6.1. Members are appointed to the following groups:

a) Active members: holding an official position within the association.

b) Passive members: all other members who do not hold an official position within the association.

6.2. All natural and legal persons who promote the tasks and objectives of the association can become members. The Executive Board decides on the application for membership.

6.3. New members can apply for membership in a written application form. This application may be accepted or rejected by the Executive Board of the organisation. The Executive Board should inform members about the outcome of their applications.

6.4. A membership register shall be kept by the Executive Board.

6.5. Each member can decide individually if he/she wants to contribute in the form of a membership fee and how high it shall be.

6.6. Resignation of a member should be submitted to the Executive Board in writing.

6.7. Membership ends:

a) by written termination

b) by death of the member

c) by irresponsible behaviour of the member in conflict with the objectives of the association

d) by exclusion of a member

6.8. Honorary members are appointed by the Executive Board.

  1. EXECUTIVE BOARD OF ORGANISATION

7.1. This organisation will be managed by an Executive Board, consisting of a minimum of 2 and a maximum of 7 members.

7.2. The first committee members will be appointed by the founder(s) of the organisation. Thereafter the Executive Board will be elected at the general meeting every 2 years. The term of office of the Executive Board members will be 2 years. Reelection is possible.

7.3. The Executive Board will consist of:

a) Directors;

b) Treasurer;

c) Secretary;

d) Additional members.

7.4. The term of office of the Executive Board members will cease:

a) by written termination

b) by death of the member

c) by irresponsible behaviour of the member in conflict with the objectives of the association

d) by exclusion of a member

  1. POWERS OF THE EXECUTIVE BOARD

8.1. The Executive Board is in charge of all administrative tasks. It can delegate tasks to others.

8.2. Each director and the secretary are authorized to represent the association

a) by signing contracts/agreements.

b) To open and operate a banking account, which shall include an account with any recognised financial institution and/or building society account for and in the name of the organisation.

c) To buy, sell or exchange goods of any kind (movable and immovable) on such terms and conditions as the Executive Board may decide.

d) To sell, let, improve, alter and maintain any fixed property forming part of the organisation.

e) To appoint employees at such wages and subject to such conditions of service as the Executive Board shall determine.

f) To accept donations or bequests on behalf of the organisation from anybody subject to the terms and conditions of this constitution and subject to the terms and conditions attached to such donation and/or bequest.

8.3. Any other member of the Executive Board is allowed to represent the association if he/she received a written confirmation of representation by one of the directors.

  1. MEETINGS

9.1. Annual General Meeting

a) The organisation shall hold an Annual General Meeting (AGM) , the date to be decided on by the Executive Board.

b) Notice of the meeting: Fourteen days notice of the meeting in writing shall be given to all members of the organisation. The notice shall specify the venue, date and time of the meeting, as well as the nature of the business to be transacted.

c) Quorum:  The quorum of an AGM shall be half plus one of the members attending the meeting.

d) Voting:  At an AGM the voting powers will be held by all members of the organisation.  A resolution put to the vote at the AGM, shall be decided upon by means of voting letters/showing of hands. If no Executive Board member disagrees, voting can also be done in written form or vocally by phone.

e) One of directors of the Executive Board shall preside as chairperson at every AGM.

f) The AGM shall be conducted in accordance with the requirements of the constitution.

g) Procedure at the AGM:

  • a) To discuss and adopt the audited annual report of the Executive Board
  • b) To elect the new Executive Board (all active members are entitled to vote)
  • c) Such other business as may be decided upon. Any member who wishes to bring forward any particular business for discussion or proposal for consideration of the meeting, shall give notice of his/her intention to do so in writing to the chairperson of the meeting at least seven days before the meeting, as it should be included in the agenda of the meeting.

h) Minutes shall be kept of all AGMs.

i) All decisions made at the AGM will only take effect after the written approval of all directors.

  

9.2. EXECUTIVE BOARD MEETINGS

a) The Executive Board should hold meetings quarterly or if the directors deem it is necessary, more often.

b) Seven days written notice of meetings shall be given to the members of the Executive Board. If it is a special meeting, verbal notice by the directors will be acceptable.

c) The quorum for the Executive Board meetings shall be half plus one of the Executive Board members.

d) Voting shall be done by a show of hands. If no Executive Board member disagrees, voting can also be done in written form or vocally by phone.

e) When an Executive Board member resigns or leaves the Executive Board before the expiry of his/her term of office, the Executive Board shall appoint another member of the organisation to hold office until the next election of Executive Board members.  Such an Executive Board member shall be subject to the same rules and conditions as his/her predecessor.

f) The meetings of the Executive Board are not public. The Executive Board can consult guests and experts on a specific subject or field.  Such persons will have no voting power.

g) Minutes of all meetings shall be kept by a member.

h) All decisions made will only take effect after the written approval of all directors.

 

  1. FINANCIAL ISSUES

10.1. The financial year of the organisation will close at the end of December of each year.

10.2. The Executive Board of the organisation shall cause proper books of account and should be kept with regard to:

a) all sums of money received and expended by the Executive Board and matters in respect of which such receipts and expenditures take place;

b) all sales and purchases of goods by the organisation;

c) the assets and liabilities of the organisation.

10.3. The books of account shall be made accessible to the general public if requested.

10.4. The Executive Board may open a bank account in the name of the association with a registered bank in the republic of Namibia

10.5. The funds of the association may only be used in line with the objectives of the constitution.

10.6. The association may not favour any person through expenses that are not in line with the purpose of the association or through disproportionately high remuneration.

10.7. The association is selfless; it does not pursue its own economic purposes.

10.8. The Executive Board generally acts on an honorary basis but can receive an appropriate remuneration.

10.9. The funds are only forwarded to a foreign corporation if the recipient agrees to justify the use of the funds provided by the association by means of invoices.

10.10. The transfer of funds will be stopped immediately if

a) it is not clear from these invoices that these funds are used exclusively for the statutory purposes of the association

b) the recipient of the funds does not comply with the obligation to present the invoice.

 

  1. AMENDMENT OF CONSTITUTION

11.1. The constitution of the organisation may be amended by a two thirds majority of votes of Executive Board members at an Executive Board Meeting, provided that fourteen days written notice to all Executive Board members of the proposed amendments were given.

11.2. A notice of the final amendments needs to be sent to all members in writing.

 

  1. DISSOLUTION OF ORGANISATION

12.1. The organisation may be dissolved by resolution of an AGM. A simple majority shall be required of all members of the organisation attending the meeting.

12.2. If, after the dissolution of the organization, any assets remain once all debts any obligations have been settled, such assets shall not be paid over or divided amongst the members, but shall be donated to such other welfare organization, preferably one with similar objectives, as the members may decide upon.

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