THE CONSTITUTION
OF YOUNG BOYS ACADEMY, TANZANIA
SEPTEMBER 2020
Table of Contents
PART I: PRELIMINARY
ARTICLE 1: Short Title and Commencement
ARTICLE 2: Interpretation
ARTICLE 3: Preamble
PART II: CONSTITUTION, DENOMINATION, REGISTRATION, HEAD OFFICE, AREA OF OPERATION
ARTICLE 4: Constitution
ARTICLE 5: Name of the Society
ARTICLE 6: Head Office
ARTICLE 7: Area of Operation
ARTICLE 8: Core Values
PART III: VISION, MISSION, OBJECTIVES, PROTECTION OF THE ASSOCIATION
ARTICLE 9: Vision Statement
ARTICLE 10: Mission Statement
ARTICLE 11: Objectives
PART IV: MEMBERSHIP AND TYPE OF MEMBERS
ARTICLE 12: Membership
ARTICLE 13: Types of Members
13.1 Founder Members
13.2 Ordinary Members
ARTICLE 14: Rights of Members
ARTICLE 15: Termination of Members
ARTICLE 16: Liabilities/Obligations of Members
PART V: ORGANISATIONAL STRUCTURE AND OFFICE BEARERS
ARTICLE 17: CHAIRMAN OF THE BOARD
ARTICLE 18: VICE CHAIRMAN OF THE BOARD
ARTICLE 19: TREASURER
ARTICLE 20: CHIEF EXECUTIVE OFFICER (CEO)
ARTICLE 21: ACADEMY MANAGER
ARTICLE 22: ACADEMY HEAD COACH
ARTICLE 23: Advisory Council
ARTICLE 24: Patron
PART VI: ELECTION AND TERM OF LEADERSHIP
ARTICLE 25: Electing Members of the Board of Directors
ARTICLE 26: Modalities of Renewal
Article 27: The Board of Directors
PART VII: GENERAL MEETING (ORDINARY AND GENERAL)
ARTICLE 28: Composition of General Meeting
ARTICLE 29: Powers/Functions of the General Meeting
ARTICLE 30: Delegation of Powers
ARTICLE 31: Annual General Meeting
ARTICLE 32: Special General Meeting
ARTICLE 33: Ordinary Meeting
PART VIII: FINANCIAL MANAGEMENT, SOURCES OF FUNDS AND USES OF FUNDS
ARTICLE 34: Financial Year
ARTICLE 35: Sources of Funds
ARTICLE 36: Uses of Funds
ARTICLE 37: Bank Account
ARTICLE 38: Annual Report
ARTICLE 39: Audit and Control
PART IX: CONSTITUTIONAL AMENDMENTS, DISSOLUTION AND COMMON SEAL
ARTICLE 40: Constitutional Amendments
ARTICLE 41: Dissolution
ARTICLE 42: Common Seal
PART X: MISCELLANEOUS DISPOSITION
ARTICLE 43: Conflict Resolution Clause
PART I: PRELIMINARY
ARTICLE 1: Short Title and Commencement
This declaration of Young Boys Academy, Tanzania hereinafter referred to as “YBA” or “The Academy” is made this Tuesday 8. September 2020 by the two founder members Holger Kristiansen and Bo Kristiansen, and tabled as the Constitution for Young Boys Academy, Tanzania on the founding General Meeting of same date.
ARTICLE 2: Interpretation
In this Constitution the following expressions, unless the context requires otherwise, shall have the following meaning:
The YBA mean the academy, the members and all children recruited to join the Academy who are of the age of 10-18 years and are at primary and secondary level of education as per Tanzanian standards.
The Constitution means the Constitution of Young Boys Academy, Tanzania.
The Board of Directors means the elected or temporarily appointed body of officials to govern the Foundation.
Ordinary Membership (also Ordinary Member): whenever used, the term shall equally mean Active Membership, Full Membership and Associate Membership both in singular and Plural.
ARTICLE 3: Preamble
3.1 We, the members, having observed that there is a lot of football potential/talent among young boys in Tanzania, thought it prudent to establish a football academy to tap into the football potential of young boys and develop those talents through training by semi/professional football coaches.
3.2 We further note that, the importance of academic education cannot be over emphasized, hence, the academy will be putting emphasis on academic education by fully sponsoring the boys at a well-established and good performing private school in Arusha Region.
3.3 We, the Members understand that there is a shortage of football academies in Tanzania to develop football talents.
3.4 We, the Members, further believe that the shortage of football academies has resulted into a loss of football talents throughout the years.
3.5 We, the members believe that the social economic problems in Tanzania can be tackled through collective effort of developing children through both academics and sports.
3.6 The Members note with great concern that education has been and remains a cornerstone to any meaningful development hence takes it as its main agenda.
3.7 We, admit that academic education should be the paramount goal of the academy so as to development the boys both mentality and physically and hence spearhead the brightening of their future.
PART II: CONSTITUTION, DENOMINATION, REGISTRATION, HEAD OFFICE, AREA OF OPERATION
ARTICLE 4: Constitution
The Constitution of Young Boys Academy, Tanzania sets out the objectives of the Academy, strategy of achieving the same, guiding principles on governance and power relationship within the Academy.
ARTICLE 5: Name of the Society
The name of the Foundation shall be registered as YOUNG BOYS ACADEMY, TANZ ANIA
(hereinafter referred to as “The Academy”)
ARTICLE 6: Head Office
The Academy shall have its registered head office in Silkeborg, Denmark.
ARTICLE 7: Area of Operation
The Academy shall operate within Denmark and the United Republic of Tanzania. Notwithstanding the Academy’s territorial jurisdiction herein, it stands to facilitate its worldwide membership and operations by granting permission to its members living in different jurisdictions to form and operate local chapters and incorporate them under the jurisdiction of other countries as the case may be.
ARTICLE 8: Core Values
Respect; Sportsmanship; honesty; accountability; integrity; trustfulness; community service; empowering the people; innovation; inclusiveness.
PART III: VISION, MISSION, OBJECTIVES, PROTECTION OF THE ASSOCIATION
ARTICLE 9: Vision Statement
To make YBA, an ideal place to develop young boys from Tanzania as future role-models by providing them with quality academic education while developed them holistically and make them productive members of the society.
All done through the holistic mindset of YMCA: Body (football), Mind (school) and Spirit (character)
ARTICLE 10: Mission Statement
To develop soccer talents in boys between the age of 10-18 years while also providing full academic sponsorship at a well-established and excellent performing school so as enable them to develop as good and productive members of their community.
ARTICLE 11: Objectives
11.1 The foundation is a non-profit organization that through the academy use football as a tool to assist the young boys and through that also their families and community in getting a fair chance in life.
11.2 To meet the Vision the foundation will develop and run a “state -of-the-art” football academy in the Arusha region, Tanzania
11.3 Development of young soccer players’ technical skills and teaching them new tactical behavior.
11.4 Introducing individual training workloads for the players of different general and sports related preparation levels
11.5 To mentor the youths through sports, community services, and hands-on skills training to help them grow into responsible citizens.
11.6 To create desirable attitudes and social skills during sports competitions and training units.
11.7 To gradually introduce and accustom the players to play on higher levels, junior, senior (amateur, professional).
11.8 To ensure that the youth at the academy acquire proper academic education at a well-established school within Arusha Region.
PART IV: MEMBERSHIP AND TYPE OF MEMBERS
ARTICLE 12: Membership
12.1 Membership shall be granted to individuals 18 years and older, two (2) of whom shall be citizens and residents of Tanzania.
12.2 The Academy may grant membership to an entity that is operating who want to sponsor either the development of the Young Boys Academy or want to sponsor the educations of one or more boys enrolled at the academy.
ARTICLE 13: Types of Members
13.1 Founder Members
13.1.1 Subject to the Act on which this Academy and its Constitution are based, Founder Members are the Members of the Board of Directors that preceded the incorporation of the Academy. The two Founder Members are born Members of the Board of Directors
13.1.2 All rights, obligations, rules, regulations and procedures governing Ordinary Members shall exactly apply to Founder Members.
13.2 Ordinary Members
13.2.1 Ordinary Membership shall be granted one of to two types of Ordinary Membership: “Individuals” and “Entities” upon application as defined in Article 13 (1) & (2) of this Constitution who share a common goal as articulated in the Vision, Mission and Objectives of this Constitution.
13.2.2 Ordinary Members shall pay a non-refundable annual membership fees, which is established and periodically, reviewed by the Annual General Meeting. Entities will as sponsors pay membership fee through their sponsorship.
ARTICLE 14: Rights of Members
14.1 Founder Members as well as Ordinary Members shall have all rights and benefits established by the Academy. These include the rights to vote; contest for positions in the Academy’s leadership governing body; and when following the established procedure and acting in good faith, shall have access to the Academy’s budgets, financial reports, periodic and annual reports, and other documents upon request.
14.2 Ordinary Members shall have all obligations and to vote; contest for being elected as Board of Directors; and when following the established procedure and acting in good faith, shall have access to the Academy’s annual budgets and annual financial report.
ARTICLE 15: Termination of Members
15.1 The Academy shall have the right to suspend or terminate any Membership of any individual or entity that fails to abide by the Academy’s Constitution or commits a crime and/or public offense that put the Academy in disrepute. Suspension of rights and privileges of a suspended member shall correspond to the period of membership suspension. Upon termination, a member shall immediately forfeit all membership rights and privileges.
15.2 Because the reputation and ability of the Academy to function depends on the actions of its members, it shall be the responsibility of the Academy through its governing body to determine whether or not the crime or offense committed by its member puts the Academy in disrepute.
15.3 A suspended or terminated member shall have the right to defend him/herself by sending a hand-signed letter or an email sent from the email account that is in the Academy’s record to the Academy’s Disciplinary Committee. The Disciplinary Committee shall recommend termination or reinstatement of membership to the Board of Directors.
15.4 Any Member wishing to terminate his/her membership shall submit to the Academy’s Chief Executive Officer (CEO) a hand-signed letter of resignation or a credible email message written from the account that is in the Academy’s records. Upon resignation, the member shall immediately forfeit all membership rights and privileges.
15.5 Any Ordinary Member who voluntarily terminates his/her membership may apply to be reinstated by paying the current membership fee.
15.6 Suspension and termination rules governing Founder Members shall apply to all Membership categories.
15.7 The Academy acting in good faith to preserve its integrity and defending its interests shall reserve the full rights to withdraw the Membership that has been granted to an individual and/or entity.
15.8 All terminated members shall bear all liabilities to the Academy that accrued before his/her termination.
ARTICLE 16: Liabilities/Obligations of Members
16.1 All Founder Members and Ordinary Members are required to pay their annual membership fees in time and in the bank account or through the MobilePay No. set by the Academy.
16.2 All Founder Members and Ordinary Members are required to fully abide by the Academy’s constitution and standards, procedures, code of conducts and ethics the Academy may establish from time to time.
16.3 All Founder members and Ordinary Members have obligation to uphold the values of the Academy.
16.4 All members have an obligation to fully participate in the advancement of the vision and mission of the Academy.
PART V: ORGANISATIONAL STRUCTURE AND OFFICE BEARERS
ARTICLE 17: CHAIRMAN OF THE BOARD
17.1 The Chairman is elected Chairman from among the Board of Directors.
17.2 The Chairman has the rights to sign for the Academy
17.3 The Chairman shall preside over all Board meetings.
17.4 In the absence of the Chairman, the Vice Chairman shall preside over Board meetings of the Academy and shall assume all duties of the Chairman.
17.5 In the absence of both the Chairman and the Vice Chairman, the Board meeting shall elect the chairperson from its members.
ARTICLE 18: VICE CHAIRMAN OF THE BOARD
18.1 The Vice Chairman is elected Vice Chairman from among the Board of Directors
18.2 The Vice Chairman has the rights to sign for the Academy
18.3 In the absence of the Chairman, the Vice Chairman shall preside over Board meetings
ARTICLE 19: TREASURER
19.1 The Treasurer is elected Treasurer from among the Board of Directors
19.2 The treasurer shall ensure all monies paid to the Academy are deposited to the Academy’s bank accounts, keep accurate records of all financial transactions and make them available for auditing by a qualified auditor or any other Ordinary Members appointed by the Annual General Meeting to discharge the duties of the auditor.
19.3 Following annual auditing of the Academy’s finances, the Treasurer shall prepare and present a report to the Annual General Meeting accounting for all monies received and spent by the Academy.
19.4 The Treasurer shall through financial staff ensure that monies for any Academy’s expenditure are released for payment only after receiving a written financial requisition or mail bearing the Academy’s stamp and the Chairman’s or the Vice Chairman’s signature. For expenditure in Tanzania monies shall be released for payment by the Academy Manager based on a mail from either the Chairman or the Vice Chairman.
Where the Chairman is to be paid, financial requisitions shall bear the signature of the Vice Chairman and where the Vice Chairman is to be paid it shall bear the signature of the Chairman.
ARTICLE 20: CHIEF EXECUTIVE OFFICER (CEO)
20.1 The CEO is selected and employed by the Board of Directors, The CEO can be a member of the Board
20.2 The CEO shall be ex-officio (by virtue of his /her office or status) a member of all committees.
20.3 The CEO shall participate in all Board Meetings but without being entitled to vote as CEO
20.4 The CEO shall preside over all meetings of the Academy.
20.5 In the absence of the CEO, the Academy Manager shall preside over meetings of the Academy and shall assume all duties of the CEO.
20.6 In the absence of both the CEO and the Academy Manger, the meeting shall elect the chairperson from its members.
20.7 The CEO shall keep the Seal of the Academy which when used shall bear the signature of the Chairman or the Vice Chairman for authentication
ARTICLE 21: ACADEMY MANAGER
21.1 The Academy Manager is selected and employed by the Board of Directors.
21.2 The Academy Manager is responsible to the CEO and the Board for the daily running of the Academy in Tanzania
21.3 The Academy Manager shall assume all the duties of the CEO when the CEO is absent, incapacitated or resigns.
21.4 In case of death, permanent incapacitation, or resignation of the CEO, the Academy Manager shall assume the duties of the CEO as an acting CEO until a new CEO is employed by the Board.
ARTICLE 22: ACADEMY HEAD COACH
22.1 The Academy Head Coach is selected and employed by the Board of Directors.
22.2 The Academy Head Coach shall be responsible for planning and implementing all Football training activities at the Academy.
22.3 The Academy Head Coach is responsible to the CEO and the Board for the daily running of Football activities at the Academy and will also refer to the head coach and trainers at the Danish club: Silkeborg KFUM (YMCA) / Young Boys Football Development, Silkeborg, Denmark.
22.4 The Academy Head Coach shall together with the Scout be responsible for making recommendations to the Board of Directors of young boys to be offered a sponsorship at the Academy.
ARTICLE 23: Advisory Council
23.1 There can be an Advisory Council that is, independent of the Board of Directors.
23.2 Under this constitution, membership in the Advisory Council shall not be construed to represent a specific geographic and demographic constituency and members of the Advisory Council shall not be appointed as such.
23.3 It shall be the responsibility of the Board of Directors to appoint members of the Advisory Council, and in doing so, the Board of Directors may consult the Ordinary Members as appropriately determined.
23.4 Membership of the Advisory Council shall not exceed five and as appropriately determined, gender representation may be considered without prejudicing Article 25.1 and 25.2.
23.5 The Chairperson of the Advisory Council shall be appointed by members of the Advisory Council from among themselves.
23.6 The Advisory Council shall play an advisory role to the Academy and its leadership by bringing the wisdom of those appointed to serve in the Council to bear on the balanced actions of the Academy and its leaders. The Advisory Council shall not be construed to appear or act as another administrative layer of the Academy superimposed over the Board of Directors.
ARTICLE 24: Patron
24.1 There shall be a single Patron (male or female), whose role is to advice the Academy on a personal level. To link the Academy with important individuals and organizations the Academy needs to implement its mission.
24.2 After extensive consultation and as it sees fit, the Board of Directors shall appoint the Patron.
PART VI: ELECTION AND TERM OF LEADERSHIP
ARTICLE 25: Electing Members of the Board of Directors
25.1 The Board of Directors comprise of 6 Directors of which minimum two shall be Tanzanian Citizen and also reside in Tanzania.
25.2 At the Annual General Meeting based on a simple majority each year two Board of Directors are elected for a period of two years. One shall be Tanzanian Citizen and also reside in Tanzania.
25.3 The two Founding members are nominated as permanent Board of Directors.
25.4 Candidates for leadership positions may voluntarily put forward their names for electoral candidacy or may be nominated by voting members or a nomination committee specifically established by the previous Annual General Meeting to oversee the next election. Where the candidate has been nominated, he/she shall consent to the nomination before voting can proceed.
25.5 Elections for members of the Board of Directors at the Annual General meeting can be by secret ballots if requested by any member.
ARTICLE 26: Modalities of Renewal
26.1 The Chairman, the Vice Chairman and the Treasurer shall be elected annually after the General Meeting among the Board of Directors.
26.2 There shall be no leadership term limit for all positions of the Academy.
26.3 The Chairman, the Vice Chairman and the Treasurer may be removed from office by a simple majority vote of eligible voting members in attendance due to misconducts against the Academy’s constitution, standards, code of conducts and ethics, and public offenses that makes it impossible for them to lead the Academy with public trust.
26.4 Any elected or appointed officer of the Academy may voluntarily resign from his/her position by submitting a written resignation notice to the CEO specifying the reasons for resignation and the date the resignation will take effect.
26.5 Any officer of the Academy who loses Ordinary Membership shall automatically resign from his/her leadership position.
Article 27: The Board of Directors
27.1 The Foundation/Academy is governed by the Board of Directors. The Directors constitute themselves as Board after each Annual General Meeting. The Directors elect Chairman of the Board, the Vice Chairman and Treasurer among own numbers. Directors whose duties are defined in PART V (Article 18 through 20).
27.2 The Board of Directors shall be governed by all provisions of this constitution and drawn it all guidance it needs to govern the Academy.
27.3 The Board of Directors shall be subordinate to the decisions of the Annual General Meeting on matters of policy, procedures, and programs but shall retain reasonable flexibility to adjust programs, plans and expenditures as the conditions dictates provided the decisions have been made according to the procedures established under this constitution and the decisions are documented in the minutes of the meetings of the Board of Directors.
27.4 It shall be the duty of the Board of Directors to select / employ a CEO, an Academy Manager and an Academy Head Coach. It is also the duty of the Board to initiate programs; advise the Academy on borrowing; disposal of assets; investments; hiring and/or termination of non-elected staffs.
27.5 As an external image of the Academy, members of the Board of Directors shall at all times observe high standards of corporate and personal integrity and ethics than expected of regular members.
27.6 Recognizing the difficulty of convening an extraordinary general meeting for the Academy with a global membership, the Board of Directors may, by a two-third majority vote terminate membership of any individual or entity it finds unworthy of the association and notify other memberships of its decision as soon as possible.
27.7 Recognizing the difficulty of convening an extraordinary general meeting for the Academy with a global membership, the Board of Directors may by a two-third majority vote to terminate or cause a member of the Board of Directors to resign for the good of the Academy due to but not limited to misconducts and breach of trust. When this happens, it shall be the duty of the Board of Directors to seek a replacement for the vacant position as soon as possible.
PART VII: GENERAL MEETING (ORDINARY AND GENERAL)
ARTICLE 28: Composition of General Meeting
28.1 The General Meeting shall be composed of Founder Members and Ordinary Members and any non-member observer the Academy may choose to invite. Only Founder Members and Ordinary Members in good standing shall vote in all decisions.
28.2 Recognizing the limitation of gathering members scattered across the world for the General Meeting, the quorum for the general meeting shall be 20% of the Ordinary Members in good standing plus Founder Members.
28.3 The General Meeting may be convened any time when there is a better chance for good attendance.
28.4 The Chairman or the CEO shall call the General Meeting and circulate the agenda at least 14 days prior to the general meeting
28.5 To increase the legitimacy of the decisions made by the General Meeting, the Board of Directors may use either to conduct the meeting virtual like on Zoom, Skype, WhatsApp or other media or to use an online poll to collect votes from Ordinary Members in good standing who did not attend.
28.6 The Academy may convene as many General Meetings as practically possible.
28.7 Recognizing the limitation of gathering members scattered across the world for the General Meeting, any large meeting convened in a place (country or city) where a significantly large number of the members live shall be considered a legitimate General Meeting provided the meeting is supported by the Academy’s Board of Directors and agenda of the meeting is intended to advance the mission of the Academy. For the General Meeting convened in this way, the 20% quorum requirement shall be waivered.
ARTICLE 29: Powers/Functions of the General Meeting
29.1 The General Meeting shall receive, review and approve the report on the state of the Academy prepared by the Board of Directors for a period beginning after the last General Meeting or Annual General Meeting whichever comes first.
29.2 The General Meeting shall review and approve any update of budget spending projections the Board of directors might be planning.
29.3 The General Meeting shall review and approve all policy decisions, all new programs proposed by the Board of Directors or any Ordinary Member in Good standing.
29.4 The conduct of the General Meeting shall follow the Robert’s Rules of Order.
ARTICLE 30: Delegation of Powers
Powers vested in any organ created by this Constitution may be delegated, but delegation of the same shall be limited to functions and not responsibilities.
ARTICLE 31: Annual General Meeting
31.1 The Annual General Meeting shall be convened once every year before the end of June. The Board of Director will though if possible, ensure that the Annual General Meeting is conducted before end of May.
31.2 Recognizing the limitation of gathering members scattered across the world the quorum for the Annual General Meeting shall be 20% of the Ordinary Members in good standing plus Founder Members.
31.3 The CEO shall call the meeting at least 14 days prior to the meeting date. If desired, the Academy may fix the date for the Annual General Meeting to coincide with annual events when many members are likely to attend in person.
31.4 The Board of Directors may decide to conduct the Annual General Meeting either as a virtual meeting like on Zoom, Skype, WhatsApp or any other media or to use an online poll to collect votes from Ordinary Members in good standing who did not attend.
31.5 At the Annual General Meeting, the Board of Directors shall give the annual report accounting for the state of the Academy for since the last Annual General Meeting; provide an audited financial report; and provide projected estimates of the budget spending and/or revenue for the following year.
31.6 The Annual General Meeting shall debate motions and pass resolutions on policy issues, new proposed programs, Membership proposals, and any other issue that may be brought forward by the Board of Directors or raised by Ordinary Members in good standing during the meeting. The proposals shall be received by the CEO 14 days prior to the Annual General Meeting.
31.7 If a nomination committee has been formed then prior to elections, all officers whose positions are due to election shall officially resign from their positions allowing the election session to be chaired by the nomination committee that may have been formed at the last Annual General Meeting, a regular General Meeting or at least 60 days prior to the election date.
31.8 The conduct of the Annual General Meeting shall follow the Robert’s Rules of Order.
31.9 The Agenda of the Annual meeting shall as minimum consist of:
· Election of Chairman of the Annual General Meeting
· Annual Report by the Chairman
· Annual Financial Account by the Treasurer
· Approval of next year’s budget by the Treasurer
· Election of two Board of Directors
· Election of Auditor
· Suggestions received from Members
· A.O.B.
ARTICLE 32: Special General Meeting
32.1 As used in this constitution, a Special General Meeting (also understood as an Extraordinary General Meeting) shall be a General Meeting convened for a specific event or topic that cannot wait for a regular General Meeting or Annual General Meeting whichever comes first.
32.2 At least 20% of Ordinary Members in good standing may petition the CEO to call a Special General Meeting by providing the reason and the agenda for the meeting. The CEO shall call such a meeting in 14 days.
32.3 Because the Special General Meeting is convened to handle a specific subject, the Board of Directors shall have the right to accept or refuse to include in the meeting agenda, any issue unrelated to the subject for which the meeting was convened.
ARTICLE 33: Ordinary Meeting
33.1 Under this constitution, an Ordinary Meeting is the meeting of the Board of Directors. The Ordinary Meeting shall include all members of the Board of directors and anyone the Board of Directors may choose to invite.
33.2 The Ordinary Meeting shall be convened as often as may be required, but at least once every month. The CEO shall call these meetings at a date agreed upon by most of the members of the Board of Directors.
33.3 Ordinary Meetings may be conducted either as a virtual meeting like on Zoom, Skype, WhatsApp or any other media with members present in a room, teleconferencing, email exchanges and video conferencing provided the proceedings of the meeting are documentable.
33.4 Because the Ordinary Meeting is the meeting of a small group of people with specific duties in the administration of the Academy, the quorum of 50% at these meeting shall be required to make binding decisions. Where the 50% quorum is not met, the meeting shall proceed but decisions made shall not be binding until the CEO has sought opinions of absent members to meet the quorum.
PART VIII: FINANCIAL MANAGEMENT, SOURCES OF FUNDS AND USES OF FUNDS
ARTICLE 34: Financial Year
The financial year for the Academy shall be January 1st to December 31st.
ARTICLE 35: Sources of Funds
35.1 The source of funds to run the Academy and its programs shall come from legally organized fundraising activities in and outside Tanzania; membership annual fees; grants and donations from individuals, families, governments and local and international organizations in and outside Tanzania that support the mission of the Academy.
35.2 The Academy shall invest in various derivatives and resulting profit is used to support its programs.
35.3 The Academy may accept donations of assets such as buildings, machinery, automobiles and land designed to further its mission.
35.4 The Academy may borrow money or take other forms of loans to undertake its activities such as building offices if the Annual General Meeting approves such borrowing and there is a clear plan to repay the loan.
ARTICLE 36: Uses of Funds
36.1 The Chairman and the Vice Chairman has both the rights to sign for the Academy.
36.2 All liquid/available funds must be deposited to a bank account. Only a small amount of T Shs./petty cash must be at the office in Tanzania. The size of petty cash to be approved by the Board of Directors.
36.3 The Academy’s funds shall be used strictly to support the implementation of approved programs. These include: Investment in land, relevant buildings etc. and Running Cost like: lease of land, payment for actual costs of the programs, cost of approved travels, salaries, services and legal fees, rents, communication and other bills required for the proper functioning of the Academy.
36.4 The Academy shall ensure that all financial transactions are authorized by the Board of Directors and documented following the best accounting practices in the country.
36.5 The Academy Tanzania Shilling bank account – All cheques or withdrawal from the Tanzania Shilling bank account in Tanzania must be signed by the Academy Manager and co-signed by the local Adm. Officer to be valid for payment. The signing officers shall ensure that the expense for which the voucher or cheque is being requested is a legitimate expense approved by either the Chairman, the Vice Chairman or the Treasurer. All expenditure and expense claims shall be accompanied by official invoices or receipts. The Chairman or the Vice Chairman can give the Academy Manger and the Adm. Officer power of Attorney to sign for the Tanzania Shillings account and to give the Academy Manager rights to operate Netbank to the Tanzania shilling bank account.
36.6 Other Bank accounts – All withdrawal and transfers from other bank accounts including the dollar account in Tanzania shall be signed by the Chairman or the Vice Chairman. The signing officers shall ensure that the expense for which the voucher or cheque is being requested is a legitimate expense approved by the Board of Directors. All expenditure and expense claims shall be accompanied by official invoices or receipts. The Chairman or the Vice Chairman can give Power of Attorney to other Board of Directors or to Adm. Officers of the Academy this include rights to operate Netbank to the accounts.
36.7 Under no circumstances shall the Academy’s cheque or withdrawals be co-signed by a person who is to be paid (payee/recipient/beneficiary/receiver) by that cheque.
36.8 Apart from paying employed staff salaries the Academy encourages volunteerism from members in implementing its missions, it may though pay allowances to members in selected positions of its leadership with the rates corresponding with the burden the bearers of these positions carry to do the work of the Academy, and provided that the rates are within the financial ability of the Academy. The Board of Directors shall first approve such allowances.
ARTICLE 37: Bank Account
The Academy shall operate legally established bank accounts at recognized Banks or other financial institutions in both Denmark and Tanzania.
ARTICLE 38: Annual Report
At the end of each financial year, the Board of Directors shall prepare a comprehensive annual financial and asset report and submit it to the Ordinary Members at least 14 days prior to the Annual General Meeting. This report shall be reviewed and discussed at the Annual General Meeting alongside audited statements of the bank accounts.
ARTICLE 39: Audit and Control
39.1 All financial expenditures and assets of the Academy shall be audited annually prior to the Annual General Meeting by a professional auditor or any other knowledgeable Ordinary Member in good standing nominated by the previous Annual General Meeting or a regular General Meeting whichever comes first.
39.2 Under no circumstances shall the Annual General Meeting or the regular General Meeting appoint a sitting member of the Board of directors to serve as an auditor.
PART IX: CONSTITUTIONAL AMENDMENTS, DISSOLUTION AND COMMON SEAL
ARTICLE 40: Constitutional Amendments
40.1 Changes to this Constitution can only be tabled and approved on either Annual General Meetings or on Special General Meetings. Any approved changes are valid immediately.
40.2 Any section of this constitution may be amended or repealed provided the decision to amend or repeal is supported by 60% of members in good standing present or participating in the meeting. The Board of Directors shall provide Ordinary Members with all suggested amendments and/or repeals for review at least 14 days prior to the Annual General Meeting or any other General Meeting convened for that purpose.
40.3 If any section of this constitution was deemed ambiguous, originators of this constitution, or living members of the founding Board of Directors, or any other individual(s) deemed to have been closest privy to the drafting of this constitution and incorporation of the Foundation shall provide the correct interpretation. If all these individuals are already dead or living but no longer members of the Academy and it is determined that consulting them is not in the interest of the Academy, the seating Board of Directors shall consult at least three longest members of the Academy to provide the interpretation in lieu. Otherwise, the Board of Directors shall initiate the amendment or repeal of the ambiguous sections.
ARTICLE 41: Dissolution
41.1 The Academy may be dissolved only if 75% of Ordinary Members in good standing vote in favour of dissolution. Because of the grave nature of such a decision, a stricter procedure and voting system is hereby imposed:
41.1.1 All eligible voters must vote in-person.
41.1.2 Where a voter cannot be personally present, he/she shall send in a hand-signed mail vote that includes pertinent personal information as a proof of identity.
41.1.3 Hand-signed mail specified in (ii) may be scanned and emailed to the Board of Directors provided such an email is sent from an Email account that is in the records of the Academy.
41.1.4 An investigation to seek alternative ways of reforming the Academy shall precede the dissolution process.
41.1.5 The Patron and the Advisory Council shall be consulted prior to initiating a dissolution process.
41.2 After the organization’s satisfaction of its liabilities, the organization shall be required to pay its debts if any and the remaining assets shall be transferred to Lake Natron Maasai Support, Pile Allé 11, 8600 Silkeborg, Denmark.
41.3 Under no circumstances shall any of the Academy’s money or assets be divided among members of the Academy.
ARTICLE 42: Common Seal
42.1 The Common Seal of the Academy shall be in the custody of the CEO of the Academy and shall bear the name of Young Boys Academy, Tanzania.
42.2 The Common Seal shall be affixed to all official documents of the Academy in the presence of either the Chairperson, the Vice Chairman or CEO of the Academy.
PART X: MISCELLANEOUS DISPOSITION
ARTICLE 43: Conflict Resolution Clause
43.1 Members of the Board of Directors and all members of the Academy shall not act as conflict mediators in the name of the Academy unless the conflict for which mediation is being sought is strictly the business of the Academy.
43.2 Conflicts involving matters of the Academy shall be resolved through a mediation team of three or five (even number not permitted) Ordinary Members selected by the Advisory Council and the Patron. Members of the mediation team shall be those known to be impartial and not privy to the source of conflict.
43.3 As appropriately determined, the Academy may create a permanent Disciplinary Committee to handle matters involving disciplinary issues among Ordinary Members. Otherwise the Academy shall create temporary Disciplinary Committees on case by case basis.
43.4 In Case of conflict which involves the Academy, the matter will be referred to the arbitrator for resolution of conflict.