1. Definitions & Interpretation In this Constitution, (unless the context otherwise requires) the following words and expressions shall have the following meanings:
1.1 ‘Constitution’ means The Rinaldo Gasparini Foundation Constitution, 2010
1.2 ‘general meeting’ an ordinary or annual general meeting to be attended by all members of the Rinaldo Gasparini Foundation subject to the restrictions imposed in the Constitution.
1.3 “non-profit” means that the assets and income of Rinaldo Gasparini Foundation shall be applied solely in furtherance of its objects and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of Rinaldo Gasparini Foundation.
1.4 “Ordinary Resolution” means a decision to be passed by a simple majority in any meeting of the Rinaldo Gasparini Foundation
1.5 “Registrar” means the registrar of societies as appointed under section 9 of the Zanzibar Society Act No. 6 of 1995
1.6 ‘”Rinaldo Gasparini Foundation” means the foundation created under this constitution and “Foundation” and/or “RG Foundation” shall be construed accordingly.
1.7 “Special Resolution” means a decision of the Rinaldo Gasparini Foundation to be passed by not less than 75 percent of full members with voting rights.
2. Language English will be the official language of Rinaldo Gasparini Foundation and English will be the medium of communication in all the meetings and communication within or outside the organization.
3. Name The name of the foundation shall be Rinaldo Gasparini Foundation.
4.1 The foundation’s registered office is to be situate in Zanzibar Town
4.2 The official address will be: Rinaldo Gasparini Foundation House No.55, Mazizini P.O. Box 4700 ZANZIBAR, TANZANIA
4.3 The administrative office of the Rinaldo Gasparini Foundation shall be located in such other location as may be determined by the Trustees provided always that official notice is sent to the registrar.
4.4 The Rinaldo Gasparini Foundation shall be bound by the signature(s) of the trustees or such other person(s) as may be duly authorised by the Trustees.
5.1 Rinaldo Gasparini Foundation is a private non-profit, non commercial entity set up for charitable purposes having all the powers conferred by the Society Act, 1995. It shall be regarded as a recognized body, which shall have the right to sue and be sued in its own name; hold assets in its own name and dispose the same in a manner as set out in this constitution.
5.2 Being a private non-governmental, non-profit entity, Rinaldo Gasparini foundation shall be a grant maker and manager of charitable projects.
5.3 Rinaldo Gasparini Foundation activities shall be based on equality aspiration of its members; it shall not be used in any way by individuals for their own social, religious or political benefit.
6. Objectives The main objective of the Foundation will be funding and management of charitable projects. In furtherance of this object, the foundation also has the following powers:
a) To facilitate equitable access to basic social services such as Water Supply, decent housing, Education and Health in Developing Countries
b) To collaborate with the Zanzibar Government, international governments, international NGOs and other organizations to assist in building capacity of the disadvantaged and rural people in terms of education, health, housing, information and communication technology, human resource development and management and environment on a non-profit basis.
c) To raise monetary and non-monetary resources to support the orphanages and other charitable institutions in developing countries.
d) To liaise with the Zanzibar government and international organizations in carrying out community development and capacity building projects in rural areas of developing countries.
e) To act as a consultative body to other groups seeking information and planning in the area of health, education, information and communication technology (ICT), human resources development and management for social and economic development of Zanzibar Community.
f) To work to support awareness, initiatives and strategies for AIDS program, conservation of environment, recycling and waste management program in the developing countries.
g) To work to support awareness, initiatives and strategies for health development program(s) in Zanzibar and other developing countries.
h) To facilitate workshops, seminars, courses and support individuals and groups on income generating activities.
i) To conduct research on socio-economic development and the business sector and share findings with the stakeholders.
j) To do all such acts and things as are incidental or subsidiary to the above objects.
k) For the purpose of achieving the above objects, Rinaldo Gasparini Foundation shall have all powers available pursuant to the Act including but not limited to the following powers:
i. Enter into agreements with any government, government authority, commission or other institutions;
ii. Produce publications or provide services to members of the public for a fee or otherwise;
iii. To make charges including nominal or no charges in respect to work carried out by the foundation;
iv. To seek out and obtain information, assistance or co-operation from any person or organization who has similar objects; and
v. To employ or retain on a full-time or part-time basis and on such terms as to pay and other conditions of employment as the Foundation shall agree, (or on a voluntary basis), any person whose particular skills, qualifications or knowledge may be of assistance to the attainment of the objectives of the Rinaldo Gasparini Foundation.
7.1 Classes of Members
7.1.1 Being a private non-profit, non-governmental organisation, membership to the foundation is restricted to only those persons nominated by the executive committee under supervision and approval of the board of trustees.
7.1.2 There shall be the following classes of members:
a. Founder members
b. Full Members
c. Honorary Members
d. Affiliate Members
Founder members: Founder Members shall be those persons who signed the application form during the application for registration of the foundation and continue to be members thereof
Full Members: Full Members shall be the Founder members plus all those other persons who subscribe to this Constitution as nominated by the Executive Committee and approved at the ordinary/annual general meeting; having powers to vote at the general meeting and who conform to the rules of Rinaldo Gasparini Foundation
Honorary Members: Honorary Members shall be those persons honoured as such by the foundation’s executive Committee for their contribution to the Foundation, or to other similar institutions in Zanzibar. Such members shall have no voting rights at any of the Foundations meetings but shall have the right to participate in discussions raised at general meetings for the benefit of the foundation.
Affiliate Members: Affiliate Members shall be Institutions or Groups that have objectives similar to and compatible with those of this Constitution, who agree to information exchanges and such other requirements as a General Meeting shall decide. Such members shall have no voting rights at any the Foundations meetings but shall have the right to participate in discussions raised at general meetings for the benefit of the foundation.
7.2.1 A subscription fee may be charged for membership of Rinaldo Gasparini Foundation.
7.2.2 All subscriptions and charges (if any) shall be set by a General Meeting.
7.2.3 Annual subscriptions (if any) shall become due on the first day of January.
7.2.4 A member shall be deemed full member upon payment of all monies due (if any) at the first day of January each year.
7.3 Rights and obligation of members
7.3.1 Subject to voting and status qualifications attached on each class of members, members shall have the following rights and obligations:
a. To vote and be voted for any position in the governing bodies of the Foundation
b. To receive and endorse the executive report and budget in general meetings
c. To give final decision(s) as per this constitution in general meetings. All decisions must have the consent of two third of quorum of the attending members.
d. The right to criticize, to direct appointment approach, to explain means and ways of better working ability to the Board of trustees and the Executive Committee regarding the development of foundation.
e. To contribute in making alterations or amendments to the constitution
7.4 Register of members A register shall be opened, maintained and updated by the Secretary. The names, type of membership and other particulars of all members shall be entered.
7.5 Cancellation of membership
7.5.1 Any of the following acts shall lead to cancellation of any member from the Foundations membership: a. Resignation b. Failure to attend Foundation’s meetings for a period of six consecutive months without informing the Executive committee c. Prolonged Illness d. Mental Incapacitation e. Death f. Imprisonment.
7.5.2 The general assembly, through a special meeting attended by 90% of all members with voting rights reserves the right to cancel any member from the register upon commission of a serious misconduct or serious breach of any of the terms of this constitution provided that such decision is supported by 51% or more of such members. Honorary and Affiliate members may be removed at any time by a simple majority vote in a general meeting.
8. Governance of the Foundation The governance of the Rinaldo Gasparini Foundation shall rest with the Trustees and such other governing organs as may be appointed by the Trustees in accordance with the provisions of this Constitution. The Trustees shall use their best endeavours to ensure that the requirements of this Constitution are observed; however, they are empowered to make minor variations in the interest of feasibility of operation if such variations are agreed by 75 per cent of all the Trustees.
8.1 The Board of Trustees
8.1.1 Board of trustees shall comprise of five (5) members or more and shall not at any time be reduced below the minimum number of three (3). Positions to be held by such members include the following:
a. The Chairman
b. The Vice Chairman
d. 2 other full members
8.1.2 The General meeting shall be responsible for the approval of all Trustee appointments and reappointments.
8.1.3 Trustees shall normally be appointed for a term of three (3) years eligible for reappointment. Subject to the voting requirements in Section 8.1, the Trustees may terminate the appointment of an individual as a Trustee on grounds of poor performance, misbehaviour or incapacity.
8.1.4 The Chairman of the Trustees shall be appointed by the Trustees from among their own number. With the agreement of the Trustees, regardless of prior service as a Trustee, the appointee may serve as the Chairman until his/her successor is appointed.
8.1.5 Expenses of travel for Rinaldo Gasparini Foundation activities shall be met by the Foundation. Powers of the Board:
8.1.6 The Board of Trustees shall
a. set policies consistence with the public mission of the organisation
b. assume responsibility for establishing and maintaining appropriate financing arrangements;
c. establish or amend operating procedures for the Trustees;
d. determine and monitor the foundation’s programme and service
e. enhance the foundation’s public image and service
f. assess its own performance
g. review in due course the location of the Rinaldo Gasparini Foundation, both as regards its legal base and its operating location;
h. investigate the possibility of seeking charitable or similar status for the Rinaldo Gasparini Foundation in those countries where such status would assist fundraising;
i. publish annual report on the Rinaldo Gasparini Foundation’s activities, including audited financial statements and priorities for the coming year.
j. appoint the members of the Management/executive committee and establish their contracts of service and performance criteria;
k. approve annually the budget of the Rinaldo Gasparini Foundation and determine the basis for funding;
l. establish and amend operating procedures, consultative arrangements and due process for the executive Committee;
m. approve amendments to this Constitution after following a due process, including publication of an exposure draft for full members comment and subject to the voting requirements given under Section 8.1
n. exercise all powers of the Rinaldo Gasparini Foundation except for those expressly reserved to the Executive Committee, and any other committee as created from time to time at a general meeting; and
o. foster and review the development of educational programmes and materials that are consistent with the Rinaldo Gasparini Foundation’s objectives.
p. Approve audited annual statements and present the same to the annual Meeting.
q. the Trustees may terminate the appointment of a member of the Executive Committee, on grounds of poor performance, misbehaviour, incapacity or other failure to comply with contractual requirements, and the Trustees shall develop procedures for such termination.
8.1.7 In addition to the powers and duties set out herein, the Trustees may make such operational commitments and other arrangements as they deem necessary to achieve the Foundation’s objectives. Accountability of the Board:
8.1.8 The Board of Trustees are all accountable to the General assembly of the Foundation.
8.1.9 The accountability of the Trustees shall be ensured inter alia through:
a. a commitment made by each Trustee to act in the public interest
b. their commitment to report to and engage with the members at a general meeting.
c. their undertaking in review of the entire structure of the Rinaldo Gasparini Foundation and its effectiveness, and publishing the proposals of that review for members comments with the objective of implementing any agreed changes within a specific time to be set at the Ordinary or Annual General Meeting.
d. their undertaking a similar review subsequently every five years.
8.2 Executive Committee
8.2.1 The Executive Committee shall be accountable to the Board of Trustees in particular and the Ordinary General Meeting/Annual Meeting in General.
8.2.2 Any person, regardless of whether or not such person is a member of the Foundation, may be appointed to hold Executive Committee positions which includes the following: a. Director b. Secretary c. Treasurer
8.2.3 Subject to supervision by the Board of Trustees, the Committee shall conduct and manage operational affairs of the Rinaldo Gasparini Foundation between General Meetings. Committee Members’ terms of office:
8.2.4 All Committee members shall hold office from 9.00 a.m. on the day following the Board of Trustees Annual Meeting at which their election is announced until their successor takes office.
8.2.5 All Committee positions will be declared vacant at each Annual Board of trustees general Meeting. Positions vacated during the year may be filled at such a Meeting.
8.2.6 The respective proposers and seconders of the names of the nominees for the election of the Executive committee posts shall be made by such persons who are full members. The nominees’ consent shall be obtained and nominations shall close before the commencement of the General Meeting.
8.2.7 Nominees shall declare any direct or indirect pecuniary interests in contracts or potential contracts with Rinaldo Gasparini Foundation. Duties of Committee Members:
8.2.8 The Director shall be subject to supervision by the Trustees and responsible for the following acts:
a. Staffing of the Rinaldo Gasparini Foundation
b. Shall preside at all meetings.
c. Shall call various meetings of the organization including the general meetings, the board of trustees meetings and the executive committee meetings
d. Sign agreements on behalf of the foundation after consultation and approval from the Board of trustees e. Make from time to time such Rules or By Laws as they may deem necessary for the proper conduct and management of the Foundation. The Foundation’s General Meeting shall have the power to alter or repeal the Rules or By Laws and to make additions thereto and the Management Committee shall adopt such means as they deem sufficient to bring to the notice of members of the Foundation all such Rules or By Laws. f. Operate the Foundation’s bank account through which all funds for the operation of the foundation shall be transacted.
8.2.9 The Secretary shall keep minutes of all the meetings, handle the correspondence of Rinaldo Gasparini Foundation and present a report to the Annual General Meeting; Preparation and maintenance of proper administrative records of the activities of the foundation
8.2.10 The Treasurer shall be responsible for proper accounting of the monies of Rinaldo Gasparini Foundation and shall submit regular reports to the Board of Trustees.
8.2.11 Should any committee member violate this Constitution or the rules of Rinaldo Gasparini Foundation or for any reason be deemed an undesirable, then they may be expelled, suspended, required to resign, or cautioned by a two-thirds majority decision of Members present at a meeting of the Committee called for that purpose.
9. Meetings Standard procedure shall be adopted at all meetings PROVIED that where physical presence of a member at the venue of a meetings cannot be procured, such meeting can also be held via video and/or teleconferencing methods as the attending members may agree.
9.1 Board of Trustees Meetings
9.1.1 The Trustees shall meet at least once each year and may be remunerated by the Rinaldo Gasparini Foundation with an annual fee, commensurate with the responsibilities assumed, such fees (if any) is to be determined by the Trustees.
9.1.2 There shall be held an annual general meeting of the Board of Trustees within 5 days after the members annual general meeting in each year
9.1.3 No business shall be transacted at any board meeting unless a quorum of members is present at the time when the meeting proceeds to business; two persons entitled to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporation shall be a quorum. Each Trustee shall have one vote, and a simple majority of those voting shall be required to take decisions on matters other than termination of the appointment of a Trustee, amendments to the Constitution, or major variations made in the interest of feasibility of operations, in which cases a 75 per cent majority of all Trustees shall be required. In the event of a tied vote, the Chairman shall have an additional casting vote.
9.2 Executive Committee Meetings
9.2.1 The Committee shall meet as instructed by the Board of trustees or when convened by the Director. A quorum for a Committee Meeting shall be two.
9.2.2 In the event of a tied vote, the Chairman shall have an additional casting vote.
9.3 Members Meetings:
9.3.1 Ordinary General meeting:
a. Ordinary General Meetings shall be held according to a schedule determined at annual General Meeting; such ordinary meeting shall be held either on receipt by the Chairman and/or Director of a written and signed request by any three full members; or as convened by the Chairman and /or Director provided that fourteen days written notice of date, place, time and agenda shall be given before such meeting is held.
b. A quorum for an Ordinary General Meeting shall be a number equal to three full Members.
9.3.2 Annual General Meeting:
a. The Annual General Meeting shall be held in the first quarter of each year for the presentation of the annual reports, presentation of the board of trustees’ reports and the election of the Board of trustees. A fourteen days notice to that effect stating the date, place and time shall be circulated to all full members.
b. The Annual General Meeting must be attended by Full Members. Honorary Members and Affiliate Members may be invited and it’s at their sole discretion on whether or not to attend subject to voting restrictions attached to their membership description.
c. Members at an annual general meeting have such as rights as to do the following acts:
i. To receive and endorse the executive report and budget
ii. To give final decision(s) as per this constitution.
iii. The right to criticize, direct appointment approach, to explain means and ways of better working ability to the Board of trustees and the executive committee regarding of the development of foundation.
iv. Making alterations or amendments to the constitution
9.3.3 Voting a. Members must be full members to vote in both ordinary and annual general meetings.
b. Members may vote by proxy. Written notification must be received by the Chairman and/or Director prior to the commencement of the meeting and proxies announced at the start of the meeting.
c. In the event of a tied vote, the Chairman shall have an additional casting vote.
d. The decisions involving an alteration to clauses of the constitution shall be made by a Special Resolution.
e. All other decisions shall be made by ordinary resolution requiring a simple majority
10.1 The financial year shall begin on the 1st day of January and end on the 31st day of December each year.
10.2 A General Meeting will adopt a budget for each financial year.
10.3 The Executive Committee’s Treasurer shall be responsible for regular reports of actual income and expenditure to Rinaldo Gasparini Foundation.
10.4 All financial resources received by Rinaldo Gasparini Foundation shall be deposited promptly to the credit of Rinaldo Gasparini Foundation’s bank account. All monies received and transacted shall be recorded.
10.5 An Auditor shall be appointed each year by the Committee to audit the financial records of Rinaldo Gasparini Foundation.
10.6 The Treasurer of the Board of trustees shall report all financial transactions on a regular basis as determined by a general meeting.
11. Funds of the Rinaldo Gasparini Foundation
11.1 Custody and investment of funds shall lay in the Board of Trustees
11.2 Funds and properties of the foundation shall solely be used for the purpose of fulfilling and achieving the objectives of the foundation.
11.3 The use of funds shall be authorized by the Executive Committee of the foundation through deliberations and agreement on budgets approved by the Board of trustees and affirmed by the Ordinary or Annual General meeting.
12. The Seal
12.1 The Chairman and/or Director shall be the custodians of the Rinaldo Gasparini Foundation Seal.
12.2 The seal shall be affixed to documents only by direction of the Board of trustees or Ordinary or Annual General Meeting and in the presence of either one of the custodians or both. The affixing of the seal shall be attested by the signatures of the custodian(s) in whose presence it was fixed and of the officer who affixed it.
13.1 Amendment This constitution may be amended or repealed and replaced by an extra ordinary resolution of the General Meeting passed by two third of the members present and voting provided that notice to that purpose has been issued two weeks prior to the extra ordinary meeting.
13.2.1 The organization can only be dissolved by an extra ordinary resolution of the General Meeting passed by at least three quarter majority of the members legally qualified to vote.
13.2.2 The Board of Trustee of the Foundation shall be responsible for all assets of Foundation after dissolution.
13.3.1 Until such time when a General election is held in accordance with this constitution, the Founder Members of the organization elected to be bearers and members of the organs of the organization shall continue to conduct the affairs of the organization as if duly elected under this constitution.
13.3.2 Anything bona fide done by the said Founder members of the organization during the transition period shall be deemed to be acts done by duly elected officers of the organization.
13.3.3 Nothing in this constitution shall be interpreted in a manner that denies the founder members to be elected in any of the organs of the organization in the first General election, for the reason that they held post while they were Founders.
13.4 Title This constitution shall be known as The Rinaldo Gasparini Foundation Constitution, 2010.
13.5 Commencement This constitution shall come into force on the date of registration by the Government Registrar.
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