The Constitution of any organization contains the fundamental principles which govern its operation. The bylaws establish the specific rules of guidance by which the group is to function. All but the most informal groups should have their basic structure and methods of operation in writing.
Why Have a Constitution?
By definition, an organization is a “body of persons organized for some specific purpose, as a club, union or society.” The process of writing a constitution will serve to clarify your purpose, delineate your basic structure and provide the cornerstone for building an effective group. It will also allow members and potential members to have a better understanding of what the organization is all about and how it functions.
ARTICLE I – JURISDICTION, AUTHORITY, OBJECTIVES AND STRUCTURE
Section 1. Jurisdiction This body shall be known as the African Heritage Foundation (AHF or the Foundation), a Non Governmental Organisation (not for profit). Its jurisdiction shall include all communities in which the people of African descent are to be found. In it alone, and through the Founding Father, hereinafter spoken of and his successors, are vested powers to establish subordinate divisions and other organisations, whose objectives shall coalesce and be identical with those herein set forth and its mandates shall be obeyed at all times and under all circumstances. Through the authority of the Founding Father, the African Heritage Foundation reserves the right to fix, regulate and determine all matters of a general or international nature as affecting the goals and objectives of the organisation and the membership at large.
Section 2. AHF Mandates The mandates of the African Heritage Foundation are: to establish a universal comradery among people of African descent and promote the spirit of pride and love in the African race to work for better conditions in all communities that are heavily populated by people of African descent to create a sustainable economic foundation for people of African descent to provide various types of assistance for upcoming businesses owned by people of African descent to facilitate a high level of exposure for our businesses and culturally relevant artists to conduct global commercial and industrial trade for the good of our people to focus on African culture, philosophies and heritage to establish educational programmes for the racial and cultural re-education of the people to host social events that have educational value to develop social care programmes for our elders and young people in the community to provide community based assistance in areas related to the mandate of this organisation to reclaim the fallen in our society who have historically been neglected to administer to and assist the needy to assist Africa in its development and quest for unit
Section 3. Structure of Foundation To effectively carry out the mandates of the AHF, the Foundation shall be organised in several operational divisions, called Operational Orders (OOs), each focused on a particular business, educational, social or cultural function. Each OO shall function independently. The Foundation shall own proprietary businesses and shall also provide support for external businesses through its Business Development OO.
ARTICLE 2 – CHARTER REGULATIONS
Section 1. Charter Requirements A Charter may be issued to a group of fifty or more citizens of any community that is able to organise in such a way as to successfully fulfil the mandates of the Foundation, provided there is no chartered division in such a community. The original Charter shall be issued in Barbados.
Section 2. Chapters The Barbados Chapter shall consist of the Original Governing Body and its membership. The Original Governing Body shall have the authority, through the Founding Father, to approve applications to create Chapters in other countries, states or provinces and to oversee the governance of any other Chapters formed.
Once a group of fifty or more persons have put in place a governing structure and have completed an application to form a Chapter, the original governing body shall after careful consideration grant a Charter to a new Chapter. The Executive Secretary shall be the Supervisor of such Chapters. All new Chapters shall carry the African Heritage Foundation name and shall be legally registered as non-profit organisations.
Section 3. Local Charters In countries requiring the state, regional or local registration of Charters, there shall be issued one legal Charter, as the law may require, and all Chapters within the Charter limits shall be designated as Branches. Nothing in this provision shall be construed as giving the original Chapter any jurisdiction over the others other than through the parent body.
Section 4. Right to Reorganise Rebellious Chapter or Branch The right is reserved to revoke charters and to re-establish jurisdiction over any Chapter, Branch or subordinate organisation whose affairs are conducted contrary to the welfare of the AHF as required by the Constitution, Code of Conduct and other governing rules and regulations.
ARTICLE 3 – LAWS GOVERNING FOUNDATION
Section 1. Laws The African Heritage Foundation may enact and enforce laws for its government and that for subordinate divisions, chapters, branches, organisations, societies, clubs and members.
The laws of the African Heritage Foundation shall be comprised of (a) the Constitution, a legal document filed with the Registry, which includes the objectives, the relevant officers and their duties, (b) the By Laws, which contains the outlines, fundamental principles and policies of the organisation, its Jurisdiction and that of local Chapters and Branches, the list of officers and all matters pertaining to their duties, and (b) The Code of Conduct, which shall govern the conduct of each member and member of the Volunteer Corps of the Foundation and the penalties attached to non-compliance.
Section 2. Amendments to Laws and Regulations The Constitution, By Laws, Code of Conduct and any other regulations or guidelines shall be amended at times when such amendments tend to furthering the interest of the African Heritage Foundation and its members and when carried by a two-thirds majority in Convention fully assembled.
Section 3. Acceptance of Constitution and Code of Conduct All prospective members of the AHF shall be provided with the By Laws, the Code of Conduct and any other governing documentation and shall sign their names in approval and acceptance of these documents before joining the AHF.
ARTICLE 4 – CONVENTION
Section 1. Annual Meeting Each year, the Foundation shall hold a meeting of all members, called the Convention, during which annual reports, including financial reports, queries, suggestions, amendments, complaints and all other Foundation business shall be tabled and discussed.
Section 2. Deputies to Convention Chapters, Branches and all kindred organisations, societies and clubs subordinate to the African Heritage Foundation are entitled to representation in Convention; such Chapters and organisations sending a delegate or delegates, shall name a Deputy to the Convention, as directed through the office of the President General.
Section 3. Terms of Deputies Each Deputy shall hold office for three years after election and his office shall be honorary with his expenses paid for attending Convention by his own Chapter, organisation, society or order. Each Deputy shall be entitled to one vote in Convention; proxies shall be appointed and one proxy vote per Deputy shall be allowed.
Although the full term of office for each Deputy shall be three years after election, the position must be ratified each year by the membership of the Deputy’s respective Chapter.
ARTICLE 5 – FOUNDATION OFFICIALS
Section 1. Officials, Officers, Elections and Appointments The Foundation’s executive body shall be comprised of three Trustees, a Board of Directors and the executive posts of each of the operational divisions of the Foundation. The three Trustees of the Foundation shall be consulted for advice in executive matters. The Board of Directors, which shall be comprised of seven members, with at least 2 non-executive members, shall be responsible for the overall oversight of the Foundation’s operations.
The President General, the Vice President General and all other officers forming the AHF Board of Directors shall be appointed by the Founding Father. Each year the position of the President General, the Vice President General and the other executive officers shall be confirmed and ratified by the Convention.
Section 2. Failure of Official to Qualify No person elected to a high office of the African Heritage Foundation shall hold office until his credentials as to his character and qualifications have satisfied the Board of Directors. In case a person elected to a high office is rejected by the Founding Father or the Board of Directors, the Founding Father or the Board of Directors shall have the power to appoint a person to fill the position of the person rejected until the next session of the Convention.
Section 3. Sitting of Board of Directors The Board of Directors of the AHF shall assemble at the headquarters of the Foundation and shall consist of certain of the high officers of the Foundation and others elected thereto. The President General shall be its Chairman and in his absence the Vice President General and the Secretary General shall be its Secretary. It shall decide on all questions, appeals, international questions and all matters affecting the welfare of the organisation and its members.
Section 4. Term of Office of Leaders The term of office of the President General and that of the Vice President General shall be permanent. The term of all other officers of the parent body shall be three years, provided that their conduct conform with the interests of the African Heritage Foundation at all times.
ARTICLE 6 – ROLE AND RESPONSIBILITIES OF OFFICIALS
Section 1. President General The President General shall be the head of the African Heritage Foundation and all its appendages. He shall have demonstrated through his service that his guiding principles and philosophies are directly aligned with the mandates of the Foundation. He shall constitutionally control all affairs of the Foundation. He shall institute social orders, societies and organisations in connection with the AHF as determined by the said AHF membership and shall retain full power and control over their actions and jurisdiction. He shall have constitutional authority, through his high office, to suspend, reduce or relieve any officer of authority of service to the AHF and subordinate orders, societies and organisations. He shall issue “articles” or “messages” from time to time to the entire body of members of the AHF on questions of moment and such articles and messages shall be respected by all those claiming allegiance to the AHF.
He shall form a Board of Directors to assist him in his administration and his colleagues shall be required to be loyal to the AHF. He shall be privileged to nominate his successor during his lifetime and that nomination shall be handed in a sealed envelope to one of the Trustees, who shall preserve same until the time of his death. At the time of his death his nomination shall be handed over to the Board of Directors and the Board shall make two other nominations before breaking the seal of the late President General’s nomination; the nominations of the Board of Directors shall be from among officials, officers, or distinguished members of the organisation and whose honour, loyalty and devotion have been proven and cannot be questioned. After breaking the seal of the President General’s nomination the three nominations shall be announced to the global membership body and the Board of Directors shall call an immediate session of the Convention and then and there elect the new President General from the three nominees by majority vote and ballot. The election of a new President General shall take place no more than two months after the demise of the former.
Section 2. President General’s Power The President General’s power of action in all matters shall be derived from the advice received from the Founding Father, the Board of Directors, the Trustees and through the officers of the AHF, which advice shall be expressive of the will and sentiment of the people and he shall not be empowered to act in any matter of great significance without first receiving such advice.
Section 3. Vice President General The Vice President General shall assist the President General in the discharge of his duties and shall perform the duties of the President General in his absence, incapacity or interregnum. He shall be the President General’s special envoy to attend any function or ceremony that the President General may be unable to attend himself. He shall attend along with the President General the opening of the Convention.
Section 4. Responsibilities of the Heads and Executives
President General. The President General shall be the working head of the AHF and he shall be held responsible to the global membership for the entire working and carrying out of all commands. He shall attend Convention and make an official Convention speech providing an updated status report to the general membership. He shall instruct minor officers on their duties and see that such duties are properly performed.
He shall be empowered to exercise a Veto Power on any financial matter initiated by any individual or by the Board of Directors that may tend to jeopardise or ruin the finances of the organisation. Such veto power shall only be used by the President General in financial matters and where from his best judgment he is convinced that it is not to the best interest of the organisation to permit the carrying out of such financial measures. An appeal may be made to the Convention against the veto of the President General, on any measure, and he shall be held responsible to the Convention for the exercise of his judgment on the matter.
Vice President General. The Vice President General shall assist the President General in the performance of such duties of his office as shall be assigned to him by the President General. He shall perform all the duties of the President General in case of absence, illness, permanent disability, resignation or death, until such time as the Convention shall have elected a new President General.
Secretary General. The Secretary General shall have in his custody all correspondence of the AHF. He shall have under control all Divisional Secretaries and shall conduct the general correspondence of the organisation. He shall attend Convention and read reports and answer questions relative to the work of the organisation. He shall be the spokesman of the President General and Board of Directors in Convention.
Assistant Secretary General. The Assistant Secretary General shall assist the Secretary General with the approval of the Board of Directors, and in the event of absence, illness, permanent disability, resignation or death, he shall perform all the duties of the Secretary General until such time as the Convention shall have elected a new Secretary General.
Counsel General. The Counsel General shall be the head legal officer of the AHF. He shall instruct all officials and officers of the Foundation on the law and he or his approved representative shall conduct all cases or see to the defending of the Society before all courts of justice and appear on the Foundation’s behalf at all times.
Assistant Counsel General. The Assistant Counsel General shall assist the Counsel General in the performance of such duties of his office as shall be assigned to him by the Counsel General with the approval of the Board of Directors, and in the event of absence, illness, permanent disability, resignation or death he shall perform all the duties of the Counsel General until such time as the Convention shall have elected a new Counsel General.
Accountant General. The Accountant General shall be the custodian of the funds of the AHF and shall, under the direction of the President General, deposit all funds in a well established bank of high repute until the Foundation founds its own bank, in which case, banking activities will be carried out through the bank founded by the Foundation. He shall provide the President General with an account of the financial matters prior to presenting at Convention and the President General must confirm and ratify the said account of financial matters. He shall attend Convention and deliver the annual Financial Speech.
Chief Auditor. The Chief Auditor shall audit the accounts and books of the Accountant General and all accounts and books of other high officers once annually. For the twelve months ended December 31st, it should be completed within ninety days of that date. The Chief Auditor should be a qualified accountant and he shall submit his report to the President General, who shall cause same to be published in the annual journal of the Foundation.
ARTICLE 7 – RULES GOVERNING CONDUCT AND DISMISSAL OF OFFICERS AND MEMBERS
Section 1. Impeachment of President General or Vice President General The President General and Vice President General, should they at any time act contrary to the good and welfare of the AHF in refusing or neglecting to abide by or carry out the commands of the AHF through its Constitution and through the order of its Convention shall, on proper evidence of the fact, be impeached by any member of the Board of Directors through the office of the Counsel General, and they shall be tried for such irregularities, neglect, misconduct or disloyalty to the Foundation before the Convention, and if found guilty before the Convention by a two-thirds vote, they shall automatically forfeit the high office held by them, and the Convention shall take immediate steps to elect a new President General or Vice President General.
If the President General or the Vice President General shall be charged or impeached before the Convention, the Counsel General shall prosecute them in the interest of the AHF and the President General or Vice President General shall have counsel to appear at the Bar of the Convention in his behalf and such counsel shall be an active member or officer of the AHF.
Section 2. Bribery and Similar Offences Should the President General or Vice President General or any other official take or receive money or gifts from any person or persons by way of bribes or rewards for neglecting or selling out the interests of the AHF he shall be guilty of high crime against the Foundation and on conviction before the Convention shall forthwith be disgraced and dismissed from the high office he holds.
Any officer or official of the AHF charged and found guilty of a similar offence shall be forthwith dismissed from the office of the AHF through the office of the President General or the Vice President General on the approval of the Board of Directors.
Section 3. Advocacy for Members No Counsel except an Officer or Active Member of the AHF shall be allowed to appear on behalf of any members charged before any “responsible body of trial” of the AHF.
ARTICLE 8 – REQUIREMENTS AND QUALIFICATIONS OF OFFICIALS, OFFICERS AND REGULAR MEMBERS
Section 1. Qualifications for High and Divisional Offices The qualifications of candidates for high office of the African Heritage Foundation and for candidates for divisional offices shall be as follows: Registered active membership with all dues paid up Proven to be promoting the cause of racial upliftment and nation building Free from criminal conviction, of reputable moral standing (as determined by the President General)
Section 2. Appointment of Officials and Other Officers The appointment of all officials, high officers and other officers and assistants must be approved by the President General, the Vice President General, the Board of Directors or any other individual or group of individuals selected by the President General, the Vice President General or the Board of Directors and ratified by the Convention.
Section 3. Regular Membership All persons of African descent are regarded as ordinary members of the AHF and are entitled to the consideration of the organisation. Membership is also granted to people not of African descent. A maximum of 25% of the AHF membership may be deemed not of African descent. Active members are those who pay the dues for the upkeep of the organisation and who shall have first claim on the Foundation for all benefits to be dispensed.
Section 4. Membership Dues Payment of membership dues is the main responsibility of membership in AHF and shall entitle members to receive benefits, notices and other materials as determined by the executive body. Members have the option of paying their dues weekly, monthly, quarterly or annually. Weekly payments may be made at any time during the week. Monthly payments must be made within the first week of each month. Quarterly payments shall be payable within the first week of each quarter. The start of each AHF quarter shall be January 1, April 1, July1 and October 1. Annual payments shall be made within the first month of the member’s registration date. Incentives may be provided for members making annual payments.
Payments may be made at official AHF dues collection points, deposited directly into the AHF account or by a salary lodgement.
A notice of delinquency shall be sent to members whose payment of dues is one month in arrears. Notification will be sent to members who have indicated that they will pay dues annually, but who have not made payment by the 1st day of the third month following the member’s registration date. Failure to pay dues within two weeks of said notice will result in a member being declared not in good standing. Members that are not in good standing cannot receive benefits or services from AHF. Members that are not in good standing for a three month period will be expelled.
ARTICLE 9 – REMUNERATION
Section 1. Remuneration of President General and Vice President General Any remuneration paid to the President General, such as an honorarium or stipend, shall be in keeping with his high office and responsibilities and shall be confirmed by the Convention. The President General shall labour for the good and welfare of the organisation, irrespective of monetary payment or other consideration.
The Vice President General shall be subject to the same conditions on matter of remuneration as the President General.
Section 2. High Officers All officials and high officers of the AHF other than the President General and Vice President General shall be granted remuneration commensurate with the work they perform, which shall be confirmed by the Convention.
Section 3. Payments to Divisional Officers Officers who volunteer their entire time to the working of their local Divisions shall receive payment on contract for their services according to the ruling of the membership, and all such remuneration shall be conditional on the AHF having at its disposal sufficient funds in its Treasury to make payment of such possible.
Section 4. Payment Calendar Contract payments, payments of honoraria or stipends to volunteer workers are made on the 25th day of each month. If for any reason the payment is likely to be delayed, the volunteers will receive notification in advance of the regular payment date.
Section 5. Advance Pay Once a three months’ probation period has been completed, AHF staff may take advance payment in the form of a loan of up to three months if urgently required. The advance must be repaid before the end of that particular fiscal year.
For travel purposes, AHF volunteers shall be given cash advances for expenses expected to be covered on official trips. A request for cash advances is prepared by the personnel concerned, recommended by the Secretary General or Accountant General and is approved by the President General or the Vice President General. All cash advances for travel are to be liquidated within a week following the completion of the trip.
ARTICLE 10 – FINANCE, ACCOUNTING AND REPORTING
Section 1. Revenue The Revenue of the AHF shall be derived mainly from membership dues, which shall be at least 50 cents per day from each of its members, along with donations, sponsorships, collections, gifts, income derived from proprietary or supported businesses, entertainment events and other functions.
The revenue of the AHF shall be apportioned to the Central Account, which shall go towards bearing the general expenses of the organisation for the carrying out of its objectives.
Section 2. Bank Deposits All moneys received by the AHF shall be lodged by the Accountant General or his approved representative in a well established bank of high repute and drawn only on the approved signatories.
Section 3. Types of Accounts The following three types of accounts will be maintained by AHF: (1) Central Account: All income accrued to AHF will be deposited in the Central Account. The President General, Secretary General and Treasurer are authorised to operate this bank account. Two signatures of any three of these officials will be required for fund disbursements. (2) Savings Accounts: AHF will maintain a number of fixed deposit savings accounts. A 20% reserve will be held in fixed deposit. AHF will determine the best investment instrument that considers duration of time held against the interest rate offered. (3) Operational Order Accounts: These will be the operating accounts through which the daily business of the Foundation will be carried out.
Section 4. Investment The AHF may invest money, time and resources into any business which, to the best judgment of the members of the organisation, does not run counter to the mandate of the Foundation and is capable of yielding income that would redound to the benefit of the Foundation.
Section 5. Auditing Accounts The President General shall cause the books and accounts of the Accountant General and subordinate officers to be audited once a year as follows: All accounts for the fiscal year ending December 31st, within 90 days of that date. For this purpose he shall call upon the Chief Auditor who shall be a qualified accountant and when the Foundation earns over BDS$1,000,000 in revenue, an external accountant shall be appointed to serve as external auditor, who shall make a thorough examination and shall submit a report to the President General, who shall cause its publication in the regular annual journal of the Foundation
Section 6. Defalcation or Misappropriation If said report should show any errors of importance or defalcation or misappropriation of funds of any officer so responsible, it shall be the duty of the President General, with the consent of the Board of Directors, to suspend such officer or officers, and he shall instruct the Counsel General to proceed at once, legally, to secure the AHF from loss.
Section 7. Reporting to Members All members will receive a quarterly statement detailing the movements on the accounts of the Foundation. Annual accounts will be made available to all members. If at any time a member wishes to be advised of the status of the accounts, the member shall request an interim statement for which a nominal charge of $3.50 will be assessed plus the cost of providing the report.
All financial documents and reports should be available to all members of the Board, the Executive and all staff members with financial duties. However, there should generally be no reason for the Board to withhold any financial report from a member
Section 8. Fiscal Year The fiscal year of the AHF shall commence on the first day of January and end on the 31st day of December in each year.
ARTICLE 11 – FINANCIAL CONTROLS AND RISK MANAGEMENT
Section1. Account Checks and Balances Appropriate controls will be put in place to ensure that all accounts are managed in such a manner to prevent misuse and/or abuse.
The following are examples of controls that shall be used: All requests for payments are to be made using the appropriate forms. Requests for payments are to be properly substantiated with bills/receipts and essential documents. All requests for fund disbursements over a certain limit shall be accompanied by at least three price quotations. AHF will maintain comprehensive records of fixed assets, petty cash disbursements, supplies, inventory, the use and maintenance of office equipment.
ARTICLE 12 – THE VOLUNTEER CORPS
Section 1. Establishment of the Volunteer Corps A Volunteer Corps shall be established by the AHF to provide its members opportunities to volunteer their time and services in order to accomplish the mandates of the Foundation. Only members of the AHF are entitled to join the Volunteer Corps. Any recruitment of volunteers of the Foundation will first consider the members in the Volunteer Corps. Only if a suitable volunteer cannot be found in the Volunteer Corps shall the Foundation seek candidates outside of the Corps. That is, a member of the Volunteer Corps shall have precedence over and preference to all persons that are solicited to provide their services to the AHF.
An official Volunteer Corps directory of the AHF shall be compiled and designated as the Volunteer Corps. This directory shall be issued to all members of the AHF as well as the wider public.
Persons volunteering within the Foundation must be a member of the Volunteer Corps.
Section 2. Volunteer Corps Training and Examination All persons to be placed on the Volunteer Corps shall first be obliged to pass an oral examination on general education as laid down by the official examiners. In addition thereto such persons shall be required to give evidence of good moral character, honesty and integrity.
The official examiners shall be the President General of the AHF and such other persons as he may appoint to serve with him.
Section 3. Volunteer Corps Commission The persons appointed by the President General to serve with him as official examiners shall be known as the Volunteer Corps Commission; the Volunteer Corps Commission, together with the President General, shall comprise the Board of Volunteer Corps Examiners. They shall designate the subjects in which applicants shall be examined and shall also prescribe the rules and regulations governing the examinations of applicants.
Section 4. Certificate All applicants who have passed the Volunteer Corps examination shall be given a certificate as proof thereof.
ARTICLE 13 – BUREAU OF JUSTICE
Section 1. Establishment of Bureau of Justice A Bureau of Justice shall be established by the parent body of the AHF for the legal protection of the AHF and its members. All complaints, accusations, allegations of wrongdoing and any legal matters shall be brought before the Bureau of Justice.
The Bureau of Justice shall be comprised of five members. The head and his deputy shall be attorneysat-law. The head of the Bureau shall be known as the Chief of the Bureau of Justice and may be the Counsel General or an appointed Chief approved by the Counsel General. Two members shall be legal officers and the fifth member of the Bureau shall be its secretary.
The two legal officers and the secretary shall have the power to dispose of all matters not of sufficient magnitude to require the special attention of the Bureau and shall report to the Bureau their action therein. The President General or the Vice President General shall approve all final decisions made by the Bureau of Justice.
The Bureau, with the consent and advice of the President General and Board of Directors, shall have the power to make such rules and incur such expenses as are absolutely necessary for the proper carrying out of its objectives.
Notes: The use of the word “he” or “his” in this document is non-gender specific and refers to either sex.
In instances where the document refers to “approved” or “approval granted”, such approval is granted by the President General, the Vice President General or the Board of Directors.