African Gender and Development Evaluators Network

The Constitution

AGDEN

PREPARED AT NIAMEY ,NIGER

AND PRESENTED ON THE 18TH J ANUARY 2007 AGM OF AGDEN

Preamble:

Whereas –THE AFRICA GENDER AND DEVELOPMENT EVALUATORS IN A BID TO NURTURE AND BUILD ALLIANCES AND DEVELOP LINKS WITH NATIONAL, REGIONAL AND INTERNATIONAL ORGANISATIONS AND INSTITUTIONS WORKING IN GENDER AND HUMAN RIGHTS AND PARTICIPATORY DEVELOPMENT HAVE COME TOGETHER TO FORM THE AFRICA GENDER AND DEVELOPMENT EVALUATORS NETWORK(AGDEN)

PART I

The Association, Its Status and Office

Establishment,

Name of association

and design of

logo and seal:

There is hereby established an Association which shall be known as the Africa Gender and Development Evaluators Network referred in brief by the acronym AGDEN.
AGDEN shall have a logo and seal that shall be its Legal property which shall be kept at its headquarters (head office).
AGDEN shall have the right to own movable and immovable assets and to sue and be sued in its own name.

Registered

office:

The registered office of the AGDEN shall be situated initially in Nairobi, Kenya at LR NO……………………………..
The postal address of the head office of AGDEN shall be P.O.Box 14285- 00800 Westlands , Nairobi, Kenya.
The co-ordination of activities of AGDEN shall be conducted from the head office whereas execution of activities shall be at all times conducted in the best interest of AGDEN and its members by its recognised organs or personnel.
AGDEN may establish regional offices and branches in any part of Africa and Diaspora.
AGDEN may change the location of its headquarters when and if deemed necessary and or expedient so to do by the majority of members voting and present at an annual general meeting.

Status and

consequences:

AGDEN is a not-for -profit organization.

PART II

Vision and Mission

Vision, Mission

and Objectives

of AGDEN

The Vision of AGDEN is just and equitable development in Africa.
The Mission of AGDEN is to facilitate just and equitable development in Africa through effective gender and rights based participatory monitoring and evaluation.
The Objectives of AGDEN are as follows:

(a)To create best practise models of gender and rights based monitoring and evaluation.

(b)To promote and facilitate research, and training in the gender and development and rights, monitoring and evaluation sector.

(c)To ensure that a gender approach is used in development evaluation and the evaluation of development.

(d)To influence policies at National, Regional and Continental levels.

(e)To develop the capacity of network members, to have a shared understanding of gender: issues, concepts, analyses and rights.

(f)To facilitate co-operation and networking among it members.

(g)To ensure that AGDEN shall continue to be recognised by and integrated by AfrEA and remain autonomous.

PART III

Membership

Eligibility,Criteria

Categories and rights

Eligibility

a) Membership in AGDEN shall be by invitation and on voluntary basis.

b) Categories of Membership shall be as follows:-

i) Individual

ii) Registered juristic person.

Criteria for acceptance of members shall include any of the following:-

a)Level of Engagement in training, gender and development and human rights.

b)Experience in Monitoring and Evaluation(suggested at least three years) ;

c)A University degree or equivalent

d)Any other complimentary criteria to the above

Categories of membership

AGDEN shall have four categories of membership, namely core, ordinary, associate and honorary:

a).Core Membership

Shall be comprised the founding members of AGDEN who shaped AGDEN as an organisation at their Cape Town and Pretoria, South Africa meetings in 2004 and 2005 and who have paid up there subscriptions and are not in breach of the terms of this constitution.

b).Ordinary membership:

This shall be open to individuals or any juristic person who shall agree to adhere to its constitution.

These members shall have the following rights:

To vote at any election of AGDEN .
Shall have a single voting right.
Be eligible to be elected as an office bearer or to any leadership position within the Network.
To raise for discussion or consideration any matter relevant to the business and affairs of AGDEN
To be notified as prescribed under this Constitution of any Annual General or Special meeting of members.
To attend any Annual general meeting or special meeting of members.

c)Associate membership:

1. Shall include individuals or organisations that have regional or international orientation and have applied successfully to be members.

2. They shall have neither voting nor right to be elected to leadership position.

d)Honorary membership:

1. This shall be determined by his/her/its contribution to AGDEN And shall only be appointed by the Members sitting in Annual General meeting.

iii ) Admission of members

1. Admission of members shall be by invitation and based upon the criteria laid out in this constitution.

a)Eligible ordinary and associate members shall submit to the Board of management of management a written application for admission. The application shall be scrutinised and considered by the Board of management or specially co-opted body, which shall have the discretion to admit or reject the application by a simple majority of votes. All applications shall conform to AGDEN regulations.

b)Honorary members shall not be required to submit any written application.

c)Core members shall automatically become members upon the payment of the requisite membership fees and compliance with the other mandatory terms of membership as contained in this constitution.

iv) Fees.

Members shall pay to AGDEN a membership fee and annual subscription approved by the Annual General Meeting (AGM) and as prescribed in the Constitution.

v) Members Obligations.

a)To pay annual subscription fees and contributions as determined by the AGM as required

b)Understand and adhere to the constitution, rules of practice ,standards of ethics and regulations

c)To attend and participate in AGDEN meetings and implement any assigned role or duty as required.

d)To promote and defend the interests of AGDEN and its principles..

vi)Rights and Benefits of members.

a)Access information, documents and materials available at the AGDEN resource centre.

b)Participate in training, workshops, meetings and fora organised for exchange of experience and sharing.

c)Lobby and Receive consultancy services at reasonable cost.

d)Set a priority agenda for gender development and human rights.

e)Attendance of National and International workshops and seminars

f)Alteration, amendment of the constitution whilst sitting as members at the annual General Meeting

g)Right to vote at an annual general meeting or special meeting if a core or ordinary member.

vii) Cessation of membership

A membership shall cease upon the occurrence of any of the following events:

a)Resignation by the giving of a one(1) calendar months notice in writing tendered to the Executive Director or designated member of the Board of management .

b)Automatically upon failure to attend three consecutive AGM without reasonable excuse.

c)Expulsion for knowing or intentional breach of the constitution and regulations

d)Failure to pay annual subscription for two (2) consecutive years.

e)Cessation of the membership or cessation of business of the member institution.

f)Insanity and death of individual member.

g)Winding up or declaration of bankruptcy of the member organisation or individual, respectively

h)Any other reason as the AGM may from time to time determine as mete and just and which conflicts with the AGDEN CONSTITUTION.

i)If the member is deemed by the disciplinary committee after being given an opportunity to be heard to have brought AGDEN to disrepute by the commission of any act or omission to act.

viii) Conditions for membership

a)Annual subscription fee shall be paid in full to the AGDEN Secretariat on or before an annual general meeting.

b)Any member who has not paid the annual subscription as prescribed shall not have the right to vote or be eligible to be elected as an office bearer or to attend the annual general meeting.

c)Any member who volunatrily opts to cease membership of AGDEN shall not be eligible to any refund of any subscription monies paid.

PART IV

Governance of AGDEN

General Meeting

of AGDEN:

The paid up members of AGDEN sitting in Annual General Meeting( ‘AGM’)or special meeting (SM) that shall be the supreme body

Notice of meetings:

The AGM shall be convened by the Board of management through a 21 day notice towards the end of the fiscal year. The notification of such meeting shall include the agenda, venue, time and place of the meeting.
The fiscal year shall commence on the first day of January and end on the 31st day of December.
Functions of the AGM:

The AGM shall perform the following duties:

a)Approval of alterations and amendments of the constitution.

b)Election of office bearers;

c)Appointment of Auditors

d)Authorisation of the opening of (a) bank account(s) by the office bearers for the time being.

e)Receipt and adoption or rejection of annual and other reports prepared by Board of management;

f)Receipt or rejection and adoption of audited financial reports.

g)Adoption of annual programme, work plans, financial plans and annual budget and other key documents or matters

h)Conduct any other business relevant to its mandate and the objectives of AGDEN.

i)Dismissal of office bearers in case of gross misconduct as defined by the relevant law(s).

j)Approve and enforce policies, rules, regulations

Quorum and

decision-making:

ANNUAL GENERAL MEETING
The quorum of the AGM shall be at least one third (1/3) of all the members eligible to vote and all decisions shall be made by voting of the members present and the majority vote shall carry the day. In respect of an equal vote the Chairperson of the meeting shall have a second and casting vote.
In case of alteration and or, amendment of, and or addition to the constitution the majority decision shall carry the day AND THE QUORUM SHALL BE at least two thirds (2/3) of all members eligible to vote.
In the event that there is no quorum at the AGM, the meeting shall be adjourned by the Chairperson of the meeting provided that the next meeting shall be held within 30 days from the date of the last meeting.
Only matters set to be deliberated in the adjourned meeting shall be discussed on the fresh date of the adjourned meeting.
There may be proxy representation subject to a request of the concerned member in writing prior to the AGM or SM which notice shall be in the prescribed form and shall be received by the secretariat at least one week before the meeting. Such proxy need not be a member of AGDEN but shall have the right to vote on behalf of the instructing member.
The attending members of the AGM shall elect from amongst themselves a person to preside the business of the AGM as a chairperson in the event that both the chairperson and Vice chairperson are absent from the meeting PROVIDED ONLY that this is a meeting re-convened for a third time to discuss the matters from a meeting that did not take off and was adjourned.

Special

Meeting:

A Special Meeting(SM) may be convened if:

One third or more of all members request for the meeting by a duly executed notice in writing and submit to the Executive Director not less then 30 days before

The meeting is convened AND OR

When there exist issues that are, in the opinion of the Board of management, too pressing to wait for the next AGM

The Board

of management:

There shall be a Board of Management of AGDEN, which shall consist of not less than Seven (7) members and not more than ten (10) members elected by the AGM from each of the regions recognised by AGDEN,TO WIT:

Central,
Eastern,
Horn,
Northern,
Southern, West (Franco-phone)
West (Anglo-phone).

PROVIDED HOWEVER THAT NO REGION shall not have more than two members in the Board of Management.

The term of Board of management shall be three years AND THE FIRST TERM OF OFFICE BEARERS SHALL RUN FROM OCTOBER 2005 AND END IN OCTOBER 2008.
One third of Board of Management members shall be eligible toresign and election shall be conducted to fill the vacancy every year. A resigned Board of Management member may be re- elected.
Upon being elected as Board of Management member, All the elected members SAVE THE CHAIRPERSON who shall serve for a period of three (3) years , shall pick a card that shall have a number from one (1) to Three (3) years specifying the duration of that members term of office in the Board of management. This will be a democratic way of removing 1/3 of Board of management members in the Board of management every year.
A Board of management member may serve in the Board of Management for consecutive two(2) three(3) year terms and shall only be eligible for re- election after a lapse of a period of six years from the last term
The Executive Director of AGDEN shall serve as an ex-officio member of the Board of Management and as the Secretary of the Board of Management without voting power.
Employee of AGDEN shall not qualify for election or appointment as a member of the Board of Management.
A person shall cease to be a Board of Management member and the position shall be declared vacant upon-

a)Resignation from office or death

b)Absence from three (3) consecutive Board of Management meetings after first having given the office bearer an opportunity to be heard and not having satisfied the disciplinary committee with sufficient reason.

c)The organisation s/he represents ceases to be legally recognised.

In the event that the chairperson’s position falls vacant, The Board of Management members shall elect amongst themselves a person to fill the position until the next AGM.

Functions of the

Board of management

10.

The Board of Management shall, subject to laws in force in the Republic of KENYA and or any other relevant laws, this Constitution and any subsidiary rules and practices of AGDEN, AND SHALL BE responsible for efficient management of assets and investment of the funds of AGDEN.
The Board of Management shall be overall in charge of the management and conduct of the affairs and business of AGDEN and shall for that purpose;

a).Shall devise the methodology for implementing approved policies and shall enforce such policies, rules, regulations.

b).See to the proper and efficient management of the funds, properties and other resources and report to the AGM or SM as and when required.

c).Approve the annual plans budget and other financial plans before they are presented to the AGM or SM.

d).Give appropriate direction and guidelines to members regarding the incurring of expenditure in furtherance of the objects of AGDEN

e).Review annual plans and financial reports and present them to the AGM

f).Shall be responsible for the hiring and dismissal of the Executive Director and other senior staff.

g).Establish committees as need may arise.

h).Do all such lawful acts and things for the purpose of ensuring effective and efficient operation and discharge of the objects and purpose of AGDEN.

i).Ensure financial sustainability and accountability of AGDEN.

j).Ensure that good governance practises are maintained by AGDEN.

k).Lead the drafting of policies and regulations

Duties of Board of Management members shall be offered on voluntary basis. Only expenses incurred by the Board of Management member for AGDEN are reimbursable as per regulations.

Meeting of

Board of management

Members:

11.

The Board of management shall meet as and when necessary but not less(more than twice a year.
The Board of management shall meet at such places as it may from time to time determine by the Executive Director.
The quorum at any meeting of the Board of management shall be at least half of the members.
The Board of management shall conduct its business in pursuance of the provisions of this Constitution and the rules of AGDEN.

Roles of the

Board of Management

Chairperson:

12.

To chair all meetings of the Board of Management and in case of absence the other members shall elect among themselves a chairperson to preside over matters for that particular meeting.
Shall be the Spokes person for AGDEN in matters related to policy and decisions made on behalf of the members, s/he may delegate responsibilities as deemed necessary.

PART V

Management of AGDEN

Secretariat

13.

There shall be established a Secretariat of AGDEN headed by an Executive Director who shall be Chief Executive Officer and situated at the headquarters at the Pan African, Regional , or National Levels.

Roles of the

Executive Director

14.

The roles of Executive Director shall be to implement and shall include;

To Supervise and manage staff, finances and properties at the AGDEN Secretariat.
To Solicit and generate funds to ensure sustainability of AGDEN(here or at board of management level?)
To prepare the annual plans and budget.
To ensure implementation of the annual plans.
To prepare progress, annual physical and financial reports and report periodically to the Board of Management.
Convene the meetings of the Board of management and AGM in consultation with the chairperson of the Board of management
Represent AGDEN at any fora.
Undertake any other functions as determined by the Board of management
Sign all official and legal documents.

x) Provide all the logistical and secretarial support to the AGM.

xi) Adhere to the constitution of AGDEN and make progress reports to the board of management as when required.

Finance:

15.

The finances of AGDEN shall be generated from :-

a) Membership fees,

b) Subscriptions

c) Donations.

d) Any income from consultancy work, commissions

e) Any income from the sale of assets, properties, services

f) Any funds received from any legal sources.

The financial year of AGDEN shall start on the 1st day of January and end on the 31st of December.
All the funds/resources of AGDEN shall be entrusted to………………….( the Executive Director)
The Executive Director jointly with any other person(s) identified by the Board of Management shall be signatories to the AGDEN bank account(s) AND all the powers ,rights , obligations and duties that attach to the said account(s) shall be vested in them in trust for AGDEN and her members.

Contracts

and Loans:

16.

The Board of Management may authorise any officer or officers, to enter into anycontract or execute and deliver any instrument in the name of or on behalf of AGDEN and such authorisation may be general or confined to specific instances.
No loans shall be contracted on behalf of AGDEN without approval of the majority of the Board of management members.

Accounts

and audit: