Constitution Of The Registerd Trustees Of The Malawi-US Alumni Association

PART 1
Preliminary
1.0       Name and Establishment

1.1       There is hereby established an Association whose name shall be The Registered Trustees of The Malawi-US Exchange Alumni Association hereinafter “the Association”.

Mission of the Association
The Association aims to provide a forum for internal and external networking among all exchange alumni while contributing to matters of national development using lessons learned from United States exchange programs.

The Association is committed to:

promote networking among U.S exchange alumni both within

and outside Malawi, and within different professionals. 

contribute to Malawi’s social and economic development

build lifelong relationships among members

3.0       Location

The registered office of the Association shall be Old Mutual Building, City Centre and the registered address shall be C/O Public Affairs Section, US Embassy Malawi, P.O. Box 30016, LILONGWE 3.                                                                           

PART II

      Objective of the Association

The objectives of the association in furtherance of the main aim and purpose in article 2 hereof shall among others include but not be restricted to: -

Create networking opportunities for United States exchange alumni nationally, regionally, and globally.

Share experiences from United States exchange programs with Malawian audiences to promote mutual understanding.

Strive to make maximum use of knowledge and skills derived from exchange programs to promote development in Malawi and the region.

Develop and maintain lasting relationships with the United States of America Mission and larger American community in Malawi.

Do all such other things that may be deemed incidental or conducive to the attainment of the above aim and objectives

5.0     Powers of the Association

In pursuit of the above objectives, and subject to the Laws of

Malawi, the Association shall have the following powers: -

To employ, orient and train such staff as it may deem necessary for the proper conduct of the Association and lay down conditions of service for such employees.

To pay any person in its employment such salary, wage or other remuneration as it may deem fit.

To purchase, take or lease or in exchange, hire or otherwise acquire any real or personal property, which it considers necessary in the furtherance of its objectives.

To open accounts with banking or other financial institutions within Malawi

To source, solicit and receive subscription, grants, funds, donations or legacies in cash or kind from any person (including the members of the association) or body, which it considers necessary for the furtherance of its objectives.

To sell, manage, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the association.

To borrow or overdraw a banking account or raise money in such manner as the Association may think fit

To invest and deal with money of the Association not immediately required upon such securities and in such manner as may from time to time be determined subject nevertheless to such conditions if any as may from time to time be imposed or required by law and subject also as hereunder provided.

To produce and publish books, magazines, leaflets or other literary works and disseminate films, videotapes and audiotapes and such other means of communication the association may think desirable for the promotion of its objectives.

To pay expenses incurred in the conduct of the Association

To generally do any such other lawful things as are incidental or conducive to the attainment of the above objectives or any one of them.

PART III
Administration
6.0       Membership

Membership shall be open to every participant in Malawi in United States Government exchange programs, including but not limited to International Visitor, Hubert H. Humphrey, William J. Fulbright, Study of the United States Institutes, and other U.S funded programs

Provided that participants in undergraduate study partially funded by the United States Government including the Lakeland Alumni will not be considered as exchange programs for purposes of membership.

Membership shall be by application to the Association and which application shall be considered and dealt with by the Executive Committee.

Every member shall strictly be required to abide by the rules and regulations of the Association as stipulated by this Constitution or otherwise.

Every member of the Association shall pay a membership fee of MK 5000.00 or such membership fee as may from time to time be prescribed by the Executive Committee with the approval of the Annual General Meeting

Membership shall be terminated by;

Voluntary withdrawal after giving one month notice to the National Coordinator

Failure to pay the membership fees within a period specified by the Executive Committee

A member being expelled from membership if in the judgment of the Board of Trustees he or she has committed grave indiscipline

Death

A member becoming insane or otherwise incapable of performing the duties of a member

7.0       Management of the Association

7.1       Board of trustees

7.2       There shall be a Board of Trustees consisting of not less than three (3) and not more than five (5) persons who shall be elected by the Annual General Meeting.

Save as otherwise provided in Article 7.2 the person exercising the functions of the office of the US Public Affairs shall be one of the Trustees.

The Trustees will be elected from each region of Malawi.

All provisions regarding the meetings of the Executive Committee shall apply mutatis mutandis to the meetings of the Board of Trustees provided that the Board of trustees shall determine the quorum required at its meetings.

A member of the Board of Trustees shall hold office for three (3) years and shall be eligible for re-election for one additional term of three (3) years.

The Board of Trustees shall apply for the incorporation of the Association under the Trustees Incorporation Act (Cap 5:03) of the Laws of Malawi.

The funds and property of the Association shall vest in the Trustees.  The trustees shall with the approval of the Association and the Executive Committee purchase, lease or acquire, hold develop, manage, let, sell exchange or otherwise dispose of movable property of the Association and to accept, whether subject to condition or not, gifts devices and bequests if any such property.

The trustees may, subject to the consent of and in collaboration with the Executive Committee borrow money on behalf of the Association on such terms and conditions as the Trustees may think fit

The Trustees shall elect a Chairman from amongst themselves.

The National Coordinator shall act as Secretary for the Board of Trustees provided that he or she will not be deemed to be a member of the Board of Trustees by reason of so acting.

8.0       Vacancies on the board of trustees

8.1       A vacancy on the Board of Trustees shall arise on: -

8.1.1    The expiry of the term of office of a member, or

8.1.2    Resignation of a member after one month’s written notice, or

8.1.3    The death of a member, or

8.1.4    A member failing to attend three consecutive meetings of the Board without valid excuse or reason, and

8.1.5    A member leaving the country for more than three (3) years

8.2       A vacancy due to any of the above may be filled at the discretion of the Executive Committee.

9.0       The Executive Committee
9.1       Save as is otherwise expressly provided in this Constitution the management of the Association shall be entrusted to the Executive Committee comprising of: -

            (i)       The National Coordinator

           (ii)       The Deputy National Coordinator

            (iii)      The Secretary

The Treasurer

The Deputy Treasurer

One committee member from each region of Malawi, and

One member of US Cultural Affairs staff who shall be the Deputy Secretary

All members of the Executive Committee shall hold office for two years and shall be eligible for re-election provided that any member of the executive committee shall hold office for a maximum of two terms.

All members of the Executive Committee shall be elected at the Annual General Meeting of the Association

The Executive Committee shall appoint employed officers at a salary or fee for the effective running of the Association so as to meet its objectives.

Meeting of the Executive Committee
The Executive Committee shall meet in ordinary sessions at least once in every four months and at such other times as it may determine, or be deemed necessary.

An extra ordinary meeting of the Executive Committee may be convened at any time at the request of The National Coordinator or at the request, in writing, of any two or more of its members.

The Executive Committee may, from time to time co-opt any person to attend any meeting for a specific purpose. Such co-opted member shall have the right to speak at and take part in the deliberations of such meeting but shall the not have the right   to vote.

Save as is otherwise expressly provided in this Constitution, the Executive Committee shall determine its own procedure.

The Coordinator shall preside at all meetings of the Executive Committee, and in the absence of The National Coordinator, and in his absence, the members present at the meeting shall elect from amongst themselves a member to preside at that meeting.

Voting at all meetings of the Executive Committee shall be by a simple majority either a show of hands or by secret ballot.  In the event of a tie in votes, the person presiding shall have the casting vote.

Half the members of the Executive Committee shall constitute a Quorum.

PART IV
Duties of Office Bearers
Duties of the National Coordinator
The National Coordinator shall preside at all General Meetings of the Association and also meetings of the Executive Committee.

The National Coordinator shall through the Executive Committee be responsible for the general running and well being of the Association.

Without derogating from the generality of Article 12.2 hereof The National Coordinator shall present at the last meeting of a financial year in question an annual report, which shall contain inter alia a summary of the activities of the Association during the financial year in question and an up to date, audited financial position of the Association.

In the absence of THE NATIONAL COORDINATOR the Deputy National Coordinator shall act in his behalf.

Duties of the Secretary
The Secretary shall be responsible to the Executive Committee for,

13.1     Recording and keeping minutes of the Executive Committee meetings and general meetings.

13.2     Sending notices of meetings the minimum notice being (3) weeks.

13.3     Preparing and keeping a list of the members of the Association.

Any other duties assigned by the Executive Committee meetings.

In the absence of the Secretary the Vice Secretary shall act in his behalf.

14.0     Duties of a Treasurer
14.1     The treasurer shall be responsible to the Executive Committee for the control of the funds of the Association.

14.2     The treasurer shall keep and have access to all records of accounts of the Association.

14.3     The treasurer shall distribute at the Annual General Meeting to all members of the Executive Committee copies of an up to date Annual Financial Report.

14.4     The Treasurer shall perform such other duties as may from time to time be assigned to him by the Executive Meetings.

14.5.    In the absence of the Treasurer the Vice Treasurer shall act in his behalf.

15.0     Duties of the Executive Committee Members

15.1     The executive members shall perform such duties as may from time to time be assigned to them by the Association.

16.0     Committees

16.1     The Association through the Executive Committee shall appoint from its members or otherwise sub committees in relation to matters at hand.

16.2     The Executive Committee shall from time to time appoint such other committees, not being standing committees as it may deem fit for the purpose of examining and reporting upon any matter or performing any act which in the judgement of the Executive Committee would be more conveniently performed by means of committee.

16.3     Committees appointed shall consist of such number of persons as the appointing body may deem fit.

Save as is otherwise expressly provided in this Constitution, a committee appointed under this article shall elect its own chairperson and determine its own procedure.

In no case shall any act of any committee appointed under this article be binding on the Association until submitted to and approved by the Executive Committee.

Bank Account
17.1     The Association shall maintain bank account(s) with reputable National Commercial Bank (s) or financial institution(s) in Malawi.

The signatories of the said bank account shall be The National Coordinator, the Deputy National Coordinator and the Treasurer and withdrawals shall only be effected with signatures of at least two signatories one of which shall always be the Treasurer.

The association through the executive committee shall formulate the procedure for authorised payments

The branches and regional chapters of the Association shall maintain bank accounts with reputable banks with designated signatories.

Financial Year
The financial year of the Association shall run from 1 October of one year to 30 September of the following year and the Board of Trustees shall see to it that financial statements are prepared at the end of each financial year, showing the trading accounts, profit and loss account, the balance sheet and report of the previous year

The Association shall cause its accounting records and annual financial statement to be audited by qualified auditors and approved by the Board of Trustees.

The Association shall submit its audited accounts and statistical reports quarterly to the Board of Trustees and annually to the General Assembly

PART V
General Meetings
Annual General meeting
18.1     A general meeting of the Association shall be held every year not later than 30 September to transact the following business: -

(i)         To receive, if approved, the statement of the Association account for that year.

(ii)        To consider, and if approved make amendments to the Constitution or rules of the Association;

(iii)       To appoint an auditor or auditors, Accountant(s) and Lawyers.

(iv)       To deal with any special matters the Executive Committee may desire to bring before the members; and

To receive any guidance from members for action by the Executive Committee

Extra Ordinary General Meeting
19.1     An extra ordinary general meeting of the Association shall at the request of THE NATIONAL COORDINATOR or half of the Executive Committee or half of the ordinary members of the association to transact the following-

(i)         To consider, and if approved make amendments to the Constitution or rules of the Association;

(iii)       To appoint an auditor or auditors; Accountant(s) and Lawyers.

(iv)       To deal with any special matters the Executive Committee or members may desire to bring before the members; and

(v)        To receive any guidance from members for action by the Executive Committee.

(vii)      To discuss any matter brought before the meeting by the person or persons calling for the meeting.

Quorum

There shall be a quorum when at least fifty percent (50 %) of the paid up members are present at any meeting

PART VI

Miscellaneous
20.0     Common Seal

20.1     The Association shall have a Common Seal which shall be in Square (or circular) form and shall consist of an embossed square (or circular) stamp inscribed with the words “The Registered Trustees of Malawi-US Exchange Alumni Association."

20.2     The Common Seal shall be kept in a locked receptacle, when not in use and it shall not be affixed to any instrument except by any Trustees for the time being authorized in that behalf by the Board of Trustees, and they shall sign the instrument to which the common seal is affixed in the presence of any other Trustee.

21.0     Amendments of the Constitution
21.1     The Constitution shall be amended by a resolution at any Annual or Extraordinary general Meeting of the Association.

No such resolution shall be passed unless it is carried by a majority at least more than 75 % of voting members present.

22.0     Dissolution of the Constitution

22.1     The Association shall not be dissolved except with a resolution in favour of dissolution of the Association is passed by a majority of not less than three fourth of the members present and entitled to vote at a special extra ordinary General Meeting called for the purpose and a 30 day clear notice specifying the intention to pursue such a resolution must proceed the special general Meeting.

Upon dissolution, the Board of Trustees shall determine the modes of disposition of the assets of the Association provided that in so deciding they shall have regard to its objectives.

23.0     Liability of Members of the Executive Committee

23.1    The Executive Committee shall not be personally liable for any act or in the exercise, in good faith, or within the legitimate functions of the Association.

 

___________________________________
Flossie Gomile-Chidyaonga

National Coordinator