3.1
THE BOARD OF REGISTERED TRUSTEES
There shall be a Board of Registered Trustees which
shall be the supreme
policy making Board, which shall manage all the affairs
of Haydom Diaconical Foundation, and in particularly all correspondences
of the Haydom Diaconical Foundation, shall be addressed to it and shall
have the power to represent the Haydom Diaconical Foundation in any matter
against the Haydom Diaconical Foundation. and in particular in all court
proceedings, it shall sue or be sued in its corporate name as pointed out
in paragraph 2.16 of Article II of thisconstitution.
3.2
COMPOSITION OF THE BOARD OF TRUSTEES
The Board of Registered Trustees of Haydom Diaconical
Foundation,
shall be constituted as herein below
appearing:
For the present unless or otherwise provided by this
constitution,
establishing the Haydom Diaconical Foundation, the
Registered Trustees shall be:
a. The Mbulu Diocese Bishop-Who shall serve on
permanent basis as a Founder Trustee establishing Haydom Diaconical
Foundation.
b. One member from Dr Ole Halgrim Evjen Olsen Family
- Who shall serve on permanent basis as a Founder
Trustee establishing Haydom Diaconical Foundation.
c.
Two other distinguished Members from the Foundation
Friends of Haydom
- One who shall serve on permanent basis as a Founder
Trustee establishing Haydom Diaconical Foundation and the other as an
Institutional Trustee establishing the foundation.
d. Two members from the Executive Council of the ELCT
Mbulu Diocese
(Halmashauri Kuu) - Who shall serve in accordance with
the provision of this Constitution as Institutional Trustees establishing
Haydom Diaconical Foundation.
e. One member from The local Community - Who shall
serve in accordance with the provision of this Constitution as
Institutional Trustees establishing Haydom Diaconical Foundation.
f. Two members considered to be Global Health
Professionals. - Who shall serve in accordance with the provision of this
Constitution as Institutional Trustees establishing Haydom Diaconical
Foundation.
g. Two members considered to be National Health
Profesionals - Who shall serve in accordance with the provision of this
Constitution as Institutional Trustees establishing Haydom Diaconical
Foundation.
h. One member from the office Of the Regional Medical
Officer, Manyara Region. - Who shall serve in accordance with the
provision of this Constitution as Institutional Trustees establishing
Haydom Diaconical Foundation.
i. One Co-Opted member to create balance in gender or
any other
balance. - Who shall serve in accordance with the
provision of this Constitution as Institutional Trustees establishing
Haydom Diaconical Foundation.
4.3
GENERAL POWERS
All the corporate powers and the business and affairs
of the Haydom
Diaconical Foundation as herein above stated except
such as are otherwise provided for in this constitution and in the law of
the United Republic of Tanzania shall be and are hereby vested in and
shall be exercised by the Board of Trustees. The Board of Trustees may by
general resolution delegate to companies, trust, committees, or to
officers of the Tanzania Christian Services Inc. such powers as it may see
fit and necessary.
4.4 CLASSES OF TRUSTEES
There shall be three classes of Trustees of the Haydom
Diaconical
Foundation.
(a)
Founder trustees shall be trustees of the Haydom
Diaconical Foundation
who are not Institutional trustees or emeritus trustees
as well as those
who, at the time of or immediately prior to the
adoption of this
constitution, shall have been a trustee of the Haydom
Diaconical
Foundation.
(b)
Institutional
trustees shall be representatives of an appropriate governing
body, appointed and ratified from time to time
according to the provision
of this constitution and the procedures adopted by the
Institution
(c)
Individual Trustees shall be individual designated from
time to time by the
Board of Trustees, in its sole and absolute
discretion.
An Institutional or Individual Trustee shall
participate in all discussions of
the Board of Registered Trustees and shall have all of
the duties,
responsibilities and privileges of founder trustees
expect for
(i)
The appointment evaluation, review and remuneration
determination for the Haydom Diaconical Foundation and
participation in other specific corporate personnel
discussions of
the Board, from which discussions and actions he or she
shall be
excused, and
(ii)
He/She shall not have the right to cast a vote for or
against
actions taken by the Board of registered Trustees,
Haydom
Diaconical Foundation.
(d)
Emeritus Trustees shall be individual designated from
time to time by the
Board of Trustees, in it& sole and absolute
discretion, from among those
who have served as members or Honorary, entrusted
Trustees of the
'"Haydom Diaconical Foundation for a period of at
least two (2) years.
Emeritus Trustees shall also be those individuals
designated as such by
the Board of Trustees and serving as such prior to the
adoption of this
constitution. Emeritus Trustees shall be non-voting
honorary members of
the Board of Trustees invited by the Board to ordinary,
extra-ordinary and
general meetings of the Board of Trustees form time to
time according to
the policies of the Haydom Diaconical Foundation
concerning Emeritus
Directors.
(e)
Unless otherwise qualified in these bylaws, the term
"trustees" shall refer
to both founder and Institutional trustees.
4.5 NUMBER AND QUALIFICATlONS
The number of Founder Trustees for the Haydom
Diaconical Foundation, shall
be not less than two (2) and the number of
Institutional Trustee of the Haydom
Diaconical Foundation shall not be more than two (5 and
the Individual
Trustees not more than 6), all of whom (founder,
Individual and Institutional)
who shall be from the Haydom Diaconical Foundation are
in full accord with
and have an interest in carrying out the objectives as
stated in this
constitution. Each trustee must be loyal to the values
of the ELCT Mbulu diocese and constitution.
4.6 ELECTION OF TRUSTEES
(a)
Founder Trustee: Founder Trustee shall not be eligible for voting process as provided by
this constitution but shall serve the Haydom Diaconical Foundation on
lifetime basis. Institutional Founders (The office of the Bishop and
office Foundation Friends of Haydom) shall appoint any other person of
their choice (he/she) to execute part or all other corporate duties as
appointed by its Board of Trustees or other appropriate governing body.
The Individual Founder shall appoint a successor upon reaching old age (at
least 75 years old) but without affecting the provisions clause, the
Founder Trustee shall cease to be a Founder due to death. Any successor in
title of the Individual Founder may be appointed by the surviving Trustee
family or by appointment
through the will of the deceased, to take over
corporate powers of the
deceased in accordance with the laws of Tanzania.
(b)
Institutional Trustees: Institutional Trustees shall be appointed by the
respective Institution, of Qualifying Partner from its
Board of Trustees or
other appropriate governing body on rotating basis
pursuant to the
pcedures of the Institution. Once appointed, his or her
appointment
shall be required to be
ratified by at least a majority vote of the Founder
Trustees at the annual general meeting of the Haydom
Diaconical
Foundation. The standards for ratification by the Board
of Trustees of a
proposed Institutional Trustee shall be subject to
confirmation that the
procedures and protocols of the Institution
have been followed in
presenting the applicant to the Board. The
determination of the board of
Trustees as to whether the protocols and procedures of
the Institution
have
been followed in presenting the applicant to the board shall control
any conflicting interpretation from the Institution or
any of its other
partners. A Institutional Trustee shall
serve a term of four (4) years to
commence upon the adjournment of the annual general
meeting or in
any other meeting duly convened by the Founder Trustees
of the Board
which the Board of Trustees may ratify the appointment.
A Institutional
Trustee shall be eligible for reappointment to a
consecutive term as a
Institutional Trustee as provided by this constitution.
A Institutional
Trustee shall not be eligible for election, for another
period of two years
following the conclusion of his or her term as a
Institutional Trustee."
----
4.12
REMOVAL
Prior
to the completion of his or her term of service as a Trustee, any other
person may be permanently excluded from membership on the Board by a
two-third's (2/3) vote of all of the Founder Trustees whenever in its
judgment is for the best interests of the Haydom Diaconical Foundation
would be served thereby. This action may take place at any regular
business meeting, provided always that the ~said Trustee has been notified
of such pending
action
at least thirty (30) (days prior to the meeting. Notwithstanding any
provision of this article to the contrary, the removal of any
Institutional Trustee shall not occur until thirty (30) days following
notification of the Institution Partner from which he or she has been
appointed and ratified. Such notification shall contain the reasons for
such action. Such action of removal, when and if taken, shall be effective
immediately.
Note:
Any
misspellings or other mistakes in the original papers are not corrected.
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the full version of the proposed constitution for HDF (Word- 97 file)
