Nothing in this clause 10 prevents the Organization from providing services or information to the Members on terms which are different from the terms on which services or information are provided to persons who are not Members.

Remuneration Subject to clause 15.3, no remuneration or other benefit in money or money’s worth will be paid or given by the Organization to any Director except reimbursement of out-of-pocket expenses.The Board of Directors

Number of Directors

 The Board shall be the policy organ and shall unless otherwise varied by a special resolution passed at a general meeting the Board consist of a minimum of Five (5) and a maximum of nine (9) members, three of whom will fill the honorary posts of Chairman, Secretary and Treasurer. In instances where the Chairman is

absent, the Board members can elect one of their own to act in that position; the Chief Executive Officer shall be an Ex-Officio member of the Board.

The Management Structure

 The Chief Executive Officer shall head the secretariat and shall be assisted by the employees of the Organisation to manage the day-to-day affairs of the Organisation. The management may pay all expenses incurred in setting up and registering the Organisation and may exercise such powers of the Organisation as are required by the constitution to be exercised to achieve the objectives of the Organisation. No regulations made by the Organisation in a General Meeting shall invalidate any prior act of the management, which would have been valid, if such regulations had not been made.

 The Chief Executive Officer shall be an ex-officio member of and may be Secretary to the Board.

Duties of the Board

 The Board will appoint and remove Directors by way of a formal resolution that is duly passed at a properly constituted meeting of the Board.

A resolution shall be put by the Chair at each annual General Meeting of Members to confirm the decisions made under clause 12.2 by the Board since the previous annual General Meeting.

 The Board may exercise all those powers of the Organization as are not, by this Constitution, required to be exercised by the Members in General Meeting or otherwise.

By – laws

 The Board may make by-laws, rules and regulations and may amend or rescind from time to time any such by-laws, rules or regulations provided they are not inconsistent with this Constitution. Any such by-laws, rules and regulations made, must be in the opinion of the Board, necessary or desirable for the proper control, administration and management of the Organization’s operations, finances, affairs, interests, effects and property and the duties, obligations and responsibilities of the Members.

Chairperson’s responsibilities

Leading the Board on organizational and financial aspects to ensure legal compliance.

 Planning  the annual cycle of  Board meetings.

Overseeing /chairing Board and executive committee meetings.

Working in partnership with the Chief Executive Officer (CEO) to make sure Board resolutions are carried out.

 Calling special meetings as necessary.

Assisting the CEO in preparing the agenda for Board meetings.

Subject to the terms of this Constitution dealing with adjournment of meetings, the ruling of the chairperson on all matters relating to the order of business, procedure and conduct of the General Meeting is final.

 The Chairperson, in his discretion, may expel any Member or Director from a General Meeting if the Chairperson reasonably considers that the Member or Director’s conduct is inappropriate behaviour.

Secretary’s responsibilities

Keeping minutes of the meetings of the Board and General Meetings. Carrying out all correspondence on behalf of the Organization.

Arranging for meetings of the organization on instructions of the Board of Directors or in special circumstances on the instructions of General Meetings.

 Ensuring that all necessary documents are lodged with the appropriate legal or regulatory authority within the prescribed timeframe.

Chairing meetings in the absence of the Chairperson.

Treasurer’s responsibilities

 Keeping a proper accounting basis of all the financial records of the Organization;

Opening a bank account on the advice of the Board and ensuring that all  drawings from the account are properly authorised;

Providing reports on the financial statement of the Organization and audited accounts to the General Meeting.

Convening of meetings by the Board

All normal meetings of the Board shall be summoned by the Secretary, acting in consultation with the Chairperson, by giving at least five days notice accompanied by the proposed agenda.

A member of the Board may request for a meeting, and on the request of at least two members of the Board, the Secretary shall at any time summon a meeting of the Board by at least twenty one days of notice served upon the several members of the Board, with an indication of the proposed agenda.

General Meetings

The Organization shall in each year hold a General Meeting as the Annual General Meeting, in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Organization and that of the next.

The Annual General Meeting shall be held at such time and place as the Board shall appoint.

The Annual General Meeting shall be called Ordinary General Meeting and all other general meetings shall be called Extraordinary General Meetings

Notice of General Meeting

Thirty days’ notice at least of every General Meeting will be given in the manner provided by this Constitution to the Members and such persons as are otherwise entitled under this Constitution to receive notice provided that, in the circumstances and subject to the conditions specified in the Act, a meeting may be called by notice shorter than specified in this clause.

 The notice of a General Meeting must specify the place, the day and the hour of meeting and if the meeting is to be held in two or more places, the technology or form of communication that will be used to facilitate the meeting, the general nature of the business to be transacted and any other matters.

A notice of a General Meeting may be given by any form of communication permitted by the Board.