BY-LAWS
Khmer HIV/AIDS NGO Alliance
(KHANA)
Adopted on 1st
April 1999
1st Amendend Version - December 2006
1. Overview
of KHANA
1.1. Name of the organization
The name of the organization shall be the
Khmer HIV/AIDS NGO Alliance. The abbreviation or short-form name of the
organization shall be KHANA.
1.2. Symbol of the organization
The symbol or logo of the organization is
a looped red ribbon which is the international symbol of support for people
living with HIV/AIDS, with the short-name of the organization in ‘Desdemona’
font in capital letters above the long end of the ribbon. The full name of the
organization is written in English in Arial font and in Khmer in Limon R1 font running
beneath the full length of the ribbon.
1.3. Status of the organization
The organization is a Cambodian
not-for-profit, non-partisan, non-governmental organization established to
serve the public benefit.
1.4. Date of formation
The organization evolved from the
activities of the International HIV/AIDS Alliance, begun in mid-1996 and
working through Pact Cambodia. The date of formation of the Khmer HIV/AIDS NGO
Alliance (KHANA) is September 12, 1997.
1.5. Location of the organization
The organization shall be based in Phnom Penh, Cambodia. The address of the organization is:
No. 33, Street 71
Tonle Basac
Phnom Penh
Kingdom of Cambodia.
2.1. KHANA's
vision is of a Cambodia where all people, particularly those who are
vulnerable, have equal access to effective, non-discriminatory HIV prevention
and care and support services to improve their quality of life. Its mission is
to contribute to a reduction in vulnerability to HIV/STIs and the impact of
AIDS by building capacity of the NGO/CBO sector, and by strengthening strategic
alliances with government and other key stakeholders to develop effective and
sustainable community responses to HIV/AIDS.
2.2. Particular emphasis is placed on:
§
Scaling up the civil
society response to HIV/AIDS
§
Strengthening
organizational capacity
§
Fostering and
strengthening strategic alliances
2.3. Beneficiaries of the organization
2.3.1. The ultimate beneficiaries shall be populations living
in the areas of coverage by the sub-grantees supported by KHANA. These ultimate
beneficiaries shall be communities which will be effectively mobilized to
respond to the HIV/AIDS epidemic, thereby protecting the health of their
community members.
2.3.2. The intermediate beneficiaries of the organization and
its activities shall be sub-grantee organizations, defined as partners, as well
as sub-grantee networks for advocacy, coordination and collaboration.
3.1. Governance by a Board of Directors
3.1.1. The organization shall be a non-membership
organization governed by a Board of Directors. The Board defines the vision and
guides the organization towards it by serving as the ultimate authority in the
organization. The Board is concerned with guiding the development of strategies
and policies which ensure that the goals and activities of the organization
have relevance and importance to the national response to HIV/AIDS/STI in Cambodia.
3.1.2. The Board shall endeavor to ensure that KHANA is an
effective, efficient and credible support organization working to provide
technical and financial assistance to sub-grantees which in turn mobilize
communities to respond to the HIV/AIDS epidemic. The Board shall work to
support staff in achieving the goals and objectives of the organization. The
Board shall, in all its actions and deliberations, be accountable to the
Cambodian public at large, and serve the needs of communities particularly
vulnerable to HIV and AIDS.
3.2. Powers and responsibilities of the Board
The Board shall engage in a
consultative process with relevant stakeholders, and act within Cambodian law
and the organization's By-laws, mission, policies and procedures. These
functions shall include but not be limited to:
3.2.1. Recruit, appoint, suspend or remove an Executive
Director with due process.
3.2.2. Adopt and oversee the policies of the organization and
ensure that they are properly implemented.
3.2.3. Strive to ensure transparency and accountability
within KHANA.
3.2.4. Assist the staff to mobilize, generate, raise or
collect funds, in the form of grants, donations or fees, and to ensure the
proper utilization and management of such funds.
3.2.5. Oversee the opening, operation and closing of bank
accounts for the organization, including authorizing appropriate persons to
operate such accounts.
3.2.6. Oversee the proper utilization, management, accounting
and auditing of the income and expenditures of the organization.
3.2.7. Create any committees or working groups which the
Board deems necessary to carry out specific and specified functions.
3.2.8. Approve expenditures above $50,000.
3.2.9.
Manage itself effectively in a
transparent and accountable manner
3.2.10.
When necessary:
3.2.10.1.
Provide strategic direction to KHANA
3.2.10.2.
Provide advice and support to the
ED and KHANA staff
3.2.10.3.
Represent KHANA positively in
public meetings and functions
3.2.11.
Board members shall not be
personally liable for failures of the organization if Board members carry out
their powers and responsibilities, individually and severally, in a prudent
manner. Board members will be deemed to have acted prudently when there is
evidence that, at a minimum, they:
3.2.11.1
Attend Board meetings on a regular
basis.
3.2.11.2
Carry out Board meetings in
accordance with Roberts Rules of Order and ensure accurate documentation of
meetings.
3.2.11.3
Provide appropriate oversight to
the Executive Director.
3.2.11.4
Review and ask reasonable
questions of staff and consultants about proposals, budgets, work plans,
policies, meeting minutes and other documents that are brought before the Board
for approval.
3.2.11.5
Participate in the selection of
KHANA’s financial audit firm and review and approve the results of an annual
financial audit.
3.2.11.6
Provide advice and make decisions
regarding issues that are appropriately brought to the Board’s attention.
3.3. Composition of the Board
The Board shall be composed
of seven voting members, including the following officers: Chairperson,
Vice-Chairperson, Treasurer, and four members-at-large. The Executive Director
shall serve as an ex-officio member, without voting rights.
3.4. Qualifications of Board members
The Board members must be
honest and of good repute. The composition of the members on the Board should
reflect a gender balance and a broad range of skills and experience appropriate
to the governing of the organization and should, as a group, possess the
following general qualifications between them:
·
knowledge and understanding of the
HIV/AIDS epidemic, issues and response
·
knowledge of governance within the
not-for-profit sector
§
experience in community-based
development projects or organizations
§
experience in participatory approaches
to development
§
established competence in
organizational management and development
§
experience in financial management
§
experience in grant-making and
grants management.
§
knowledge of issues related to
technical assistance
§
experience in policy, advocacy, resource
mobilization and fundraising
3.5. Selection of Board members and terms of office
3.5.1. Terms of office for Board members shall be for a two-year
duration. The terms of the Board members will be staggered, where half (3 or 4)
of the Board members’ terms expire each year. This way, half of the Board
members will be more experienced and half less experienced, thus ensuring both
continuity and constant renewal within the Board.
3.5.2. The first Board, beginning 23rd March,
1999, shall comprise seven voting members with four members-at-large serving
for one year and the remaining three elected officer members serving two year
terms of office.
3.5.3. Subsequently, for terms beginning one year later,
election of new Board members will be held annually to replace or re-new
members whose terms have ended.
3.5.4. Any constituency associated with the organization,
including but not limited to, existing Board members, donors, staff, grantees,
or other agencies involved in HIV/AIDS and related work, can be consulted for
nominations of candidates for Board positions.
3.5.5. The procedure for electing Board officers will be
decided by the Board members at the time of the meeting.
3.5.6. After annual Board elections, the new Board shall
elect its own officers. Officers shall be elected for one year terms and may be
re-elected.
3.5.7. Board members may stand for election for a maximum of
three consecutive two-year terms.
3.5.8. Where possible, any Board member wishing to resign
from his/her post must give at least one month's written notice and will be
released from the Board when he/she has been replaced. The written notice
should be given to the Chairperson or to the full Board.
3.5.9. A Board member may be terminated from Board
membership in the following circumstances:
§
If he or she is absent
from three consecutive meetings,
§
If her or his
membership puts the Board member in a situation of conflict of interest,
§
If he or she misrepresents
KHANA, negatively affects KHANA’s image or public standing, or is deemed to
have acted contrary to the interests of
the organization.
3.5.10. Removal of a Board member shall require a majority
vote of the Board members present at the meeting.
3.5.11. Any early vacancy on the Board may be filled by an
interim person approved by the Board for the duration of the original term.
3.6. Duties of Board officers
3.6.1. The Chairperson shall be the principal officer of the
organization and shall preside over all Board meetings. The Chairperson shall
represent the Board and carry out any necessary consultations with Board members,
the Executive Director or committees between meetings.
3.6.2. The Chairperson of the Board shall be an ex-officio
member of any committees formed. The Chairperson shall receive, consider and
prepare recommendations for the Board to make decisions regarding the
resignation of members of the Board and the Executive Director.
3.6.3. The Vice-Chairperson shall perform all duties and
responsibilities of the Chairperson in his/her absence and any other
appropriate duties assigned by the Board.
3.6.4. The Treasurer shall work to ensure proper financial
management of the organization by working in consultation with Executive
Director and Board to maintain proper financial records of the organization, to
ensure the proper accounting and auditing of the accounts of the organization,
and to review appropriate financial documents such as the annual budget.
3.6.5. The Executive Director of the organization shall act
as Secretary to the Board, ensuring that the Board members receive notice of
all meetings, that an agenda is circulated, and that a record, in the form of
minutes, is kept of all Board meetings. In this role the Executive Director
shall undertake or supervise other administrative tasks necessary for the
Board's effective functioning, as and when required.
3.7. Board Meetings
3.7.1. The Board shall meet not less than four times a year,
once every three months.
3.7.2. Additional meetings may be convened by the Chairperson
or through the Chairperson upon the written request of three other Board
members. Notice of Board meetings should be sent to each member's last known
contact address at least ten [10] days prior to the scheduled meeting.
3.7.3. Four Board members must be present to constitute a
quorum. Decisions will be taken by a simple majority of those present except in
cases specified in these By-laws, and all decisions shall be recorded in the
minutes of the Board meetings. In the case that there is an even number of
members present, resulting in a tie vote, the Chairperson shall have an
additional vote to break the tie. If it is necessary, the Board may call for an
executive session (Board members only) to deal with confidential issues.
3.7.4. The Board may designate ad hoc committees,
such as a finance committee, a by-laws committee, or a hearing committee, as
needed. These committees may be composed of Board members or a combination of
Board Members and staff, as appropriate. Such committees should deal only
with issues at the governance level or with issues affecting both governance
and management.
3.8. Board Records
A full record shall be kept
of all Board meetings by the Management Support Officer. Minutes of meetings
shall be distributed to all members and made available to all staff. These
minutes should be filed in the organization’s central files. The minutes of
each meeting shall be approved at the next regular Board meeting.
4.1. The Board appoints and empowers an Executive Director
to carry out the aims of the organization. The Board shall work with the
Executive Director to ensure that the values of professionalism, transparency
and accountability permeate all activities.
4.2. The Executive Director will be responsible for the
recruitment of other KHANA staff within the annual approved budget and
workplan. The Executive Director will consult with the Board before hiring a
member of the Senior Management Team.
4.3. The Chairperson of the Board and the Executive
Director of the organization shall work closely to ensure that a good working
relationship and effective communication exists between the Board, staff and
other constituents. In general, the Board concerns itself with the overall
vision, strategies and policy of the organization and leaves the routine
day-to-day management of the organization to the Executive Director.
4.4. The Executive Director attends Board meetings as a
link between the Board and the staff. The Executive Director should be an
active participant in discussions at Board meetings but does not have the right
to vote. Only Board decisions taken at Board meetings and duly recorded are
considered binding and should be conveyed through the Chairperson to the
Executive Director who then communicates them to the other staff.
4.5. Staff carries out the activities of the organization
as supervised by the Executive Director.
4.6. The Executive Director represents staff at all Board
meetings and provides regular written and verbal reports to the Board regarding
staff activities and expenditures. The Board may request the attendance and
reporting of other staff at any Board meeting.
4.7. The Board shall conduct an annual performance
appraisal of the Executive Director based on performance objectives agreed at
the beginning of the year.
4.8 The Executive Director of Khana will inform the
Board by email of its intention to apply for new funding or projects. Consent
from a quorum of the Board will be required for Khana to proceed with the
application. If a Board member does not respond within 7 calendar days, it
will be assumed s/he has provided consent.
5.1. Funds of the Organization
5.1.1. The funds of the organization may consist of:
§
Grants, donations, gifts, bequests
and other transfers from individuals, organizations, government and
non-government bodies whether local, national or international or from any
other legal source.
§
Income from services such as
trainings or technical assistance, where payment is appropriate and contracted,
and income from programs, publications, sale of assets or other activities.
5.1.2. Funding will not be accepted by the organization from
any political party or from any representative of a political party. Funding
which may compromise the non-partisan status of the organization will not be
accepted.
5.1.3. All funds of the organization shall be its property
and no staff or Board members shall, whether in an official or personal capacity,
misuse the funds.
5.1.4. The funds of the organization shall be kept in a bank
account or bank accounts with the signatories of any accounts determined by the
Board.
5.1.5. It is the responsibility of the Board to ensure that
staff is managing the funds of the organization properly and in a transparent
and accountable manner.
5.1.6. Any funds from sales or services shall be kept in a
separate bank account.
5.1.7. No members of the Board shall receive any funds or
property as remuneration by virtue of being a member of the Board. Board
members shall only be reimbursed expenses incurred in carrying out the official
business of the organization.
5.2. Financial Year of the organization
The financial year of the
organization shall be from the first day of January to the thirty first day of
December of the calendar year.
5.3. Annual audit
The accounts of the
organization shall be audited annually by a firm of accounts auditors, chosen
in line with donor requirements. The Executive Director will consult with the
Board when choosing an auditor. Audit results will be circulated to all Board
members.
5.4. Annual report
An annual report of the
organization’s activities shall be compiled each year and submitted to all
relevant parties such as government authorities, major donors and others. It shall
include a summary of activities and an annual organizational financial report,
including a balance sheet of income and expenditures, the auditor's report and
a list of all donors, as well as any other information required by Cambodian
law.
5.5. Maintenance of the organization’s records
All organizational records of
importance shall be kept in a central file by the Management Support Officer
for a period of five [5] years (or longer if required by donor or statutory
needs) after these documents cease to be in effect. These records of importance
include founding documents, by-laws, internal regulations, personnel policies,
Board meeting minutes, project or program proposals, reports, financial
records, auditors' reports, agreements with grantees including grantee project
proposals, signed letters of agreement, grantee budgets (including grantee
organizational budgets), budget or proposal extensions or amendments, contracts
for services either by or for the organization and any other documents deemed
by the Board to be of importance.
5.6. Amendment of the By-Laws
5.6.1. The By-laws of the organization may be amended,
altered or modified at any time by a resolution of the Board at a meeting duly
convened for that purpose and supported by not fewer than five [5] Board members.
5.6.2. To request an amendment to the By-laws, at least three
[3] members of the Board shall agree to sponsor the resolution of amendment,
alteration or modification.
5.6.3. The text of any proposed amendments and the existing
text shall be circulated to all Board members with notification of the meeting
at least fifteen [15] days prior to the meeting at which the proposed
amendments are to be considered.
5.7. Dissolution of the Organization
5.7.1. If at any time, it is found necessary to dissolve the
organization, the organization shall be dissolved by a resolution adopted at a
special meeting convened for that purpose. The organization shall be dissolved
by support for such a resolution by not fewer than five [5] members of the
Board. Notice of a special meeting called for the purpose of dissolution, shall
be circulated to all Board members, along with the resolution to dissolve, at
least fifteen [15] days prior to such a meeting.
5.7.2. Upon dissolution of the organization, not fewer than
five [5] members of the Board shall determine the disposal of assets. If any
funds or property remain after the satisfaction of all debts and liabilities,
the same shall be given to another not-for-profit organization with similar
aims and objectives and according to Cambodian legal requirements.