1.0 PART I - NAME
1.1 Article I - Name
The name of the Organization is Ecumenical Disability Advocates Network, A Programme of the World Council of Churches on Disability (hereinafter called " EDAN")
2.0 PART II - OBJECTIVES
2.1 Article II - Main Objectives
The main purpose of the organization is to advocate for participation, and involvement of persons with disabilities in the spiritual, social and development life of the church and society.
2.2 Article III - Specific Objectives
Within the framework of the foregoing, the organization shall have the following specific objectives:
a. To provide disability awareness an information for informing disability advocacy efforts;
b. To build/enhance the capacity for higher potential of persons with disabilities either in their individual capacities or through disability groups;
c. To analyze and address the relationship of persons with disabilities to systematic violence, war and human rights violations;
d. To broaden the spectrum of inputs into the process of information gathering in support of disability concerns;
e. To deepen the process of cooperation with and among the churches and national ecumenical bodies and regional ecumenical organizations in respect to inclusion and full participation of persons with disabilities in their ministry and mission;
f. To work with and advice the World Council of Churches (WCC) on its work and programs to improve the conditions affecting persons with disabilities in the churches globally;
g. To engage in theological reflection on the issue of disability which may provide a foundation on which the churches' engagement may be secured;
h. To maintain the fellowship forged between diverse disability advocates including the WCC Assembly disability advisory group to the Harare 8th Assembly and where necessary to extend this fellowship to include other likeminded stakeholders.
3.0 PART III -GOVERNANCE
INTERNATIONAL OPERATIONS: EDAN shall, at the International level remain a Programme of the World Council of Churches and shall be Governed in accordance with the World Council of Churches constitution and general regulations as shall be in force from time to time. Operating at the guidance of the WCC structures and governing organs, the Programme executive Secretary shall be assisted at that level by an International Reference group and eight volunteer Regional representatives who shall be drawn from each of the eight regions under which WCC work is implemented , namely; Europe, North America, Latin America, the Caribbean, Middle East; Africa, Asia and the Pacific. The Programme shall report to WCC through the Justice, Peace and Creation Team.
3.1 NATIONAL Executive Board.
There shall be a National Executive Board comprising of a minimum of five members, half of whom shall be persons with disabilities. Additional members may be co-opted into the Executive Board by a resolution of its meeting or at the advice of the relevant WCC organs provided that the number shall not exceed eleven and that at least half of them shall always be persons with disabilities. The Executive Board shall report through the executive Secretary to the relevant department and organs of the WCC.
DUTIES OF THE NATIONAL BOARD:
Supervising the management and running of the offices in Kenya.
Aproving and signing of local contracts.
Receiving and approving statutory reports that require to be submitted to the NGO Council.
Planning and approving of programme work specific to Kenya and for which funds will have been specifically raised.
receiving the work plans prepared by the International Reference Group and the JPC.
To monitor the outflow of all funds received in the EDAN accounts in Kenya.
To hire and develop local staff as need arise in accordance to available resources. The Board shall also have the responsibility for the discipline and termination of services of all the staff hired under this understanding.
3.2 Executive Committee
There shall be a Chairperson, Vice Chairperson and Treasurer appointed by the Executive Board from among its members. These, alongside the Chief Executive who shall be the secretary shall act as the Executive Committee, reporting to the Executive Board.
a. The Executive Committee shall be responsible to the Executive Board.
b. The Chairperson shall where possible chair all the meetings of the Executive Committee and of the Executive Board.
c. The Chairperson shall undertake any other duties as may be assigned by theBoard.
d. In the event that the Chairperson becomes for whatever reason, unable to perform their duties, the Vice Chairperson shall take over in acting capacity until theBoard appoints a substantive Chairperson.
e. The Executive Committee shall meet at least twice a year.
3.3 Article V- The Management Structure
The Chief Executive Officer and the staff shall manage the day-to-day affairs of the organization. The management may pay all expenses incurred in setting up and registering the organization in Kenya and may exercise such powers of the organization as required by this constitution to be exercised by the Board, to achieve the objectives of the organization.
3.4 Article VI - First Appointment to the Executive Board
The first five members of the Board shall be appointed in writing by the subscribers of this constitution, and shall include four persons who shall act respectively as the Chairman, Vice Chairman, Secretary and Treasurer and two other members of the organization until the conclusion of the first annual meeting. At least half of the members of the Executive Board shall, at all times, be persons with disabilities.
3.5 Article VII - Other Appointments to the Executive Board
The Board may from time to time and at any time appoint a Board Member in any case of vacancy, or by way of addition to the Board; provided that the prescribed maximum is not thereby exceeded and provided also that the proposal to appoint any new member of the Board under this section shall be set out in a formal resolution forming part of the notice convening the Board meeting.
3.6 Article VIII - Alternates
Additional members may be admitted to the Board by a resolution of the Board or at the advice of WCC provided that at all times, at least half of the Board membership shall be persons with disabilities.
3.7 Article XI - Office Bearers
I). The Board shall at the end of every two years elect from its members its Chairman, Vice-Chairman, Treasure and other Board members. The above officials shall hold office for two years when they shall retire but shall be eligible for re-election. If the Chairman, during his term of office resign or be removed from office, or die, the Vice Chairman shall hold office in an acting capacity until the next Board meeting when a new Chairman shall be elected.
II). The Chief Executive Officer/Executive Secretary shall be the secretary of the Board and his appointment will be the prerogative of the World Council of Churches.
3.8 Article X - Duties of the Office Bearers
The Chairman shall chair all meetings of the Board and all Annual meetings. He shall provide general policy guidelines related to the affairs of the organization as expressly provided in the Constitution. In his absence, the Vice-Chairperson chair the meetings in an acting capacity.
The Chief Executive Officer shall be responsible to theBoard for all operations at the National level in addition to his WCC assigned International responsibilities, and shall in his duties to the Board:
a. Represent and act on behalf of the organization generally;
b. Do all such acts as may be necessary for the efficient running of the organization;
c. Be responsible for the maintenance of a full, complete and up-to-date record of the organization's affairs;
d. Oversee the keeping of minutes of the meetings of the Board;
e. Carry out all correspondence and publicity on behalf of the organization;
f. Arrange for the meetings of the Board;
g. Do all such acts as necessary for the efficient and effective running of the organization's affairs.
The Treasurer shall ensure that proper accounting procedures are adhered to and shall:
a. Ensure that all the financial records of the organization are kept on a proper accounting basis;
b. Ensure that bank accounts are only opened on the advice of the Board and ensure that all drawings from the account are countersigned either by the Chief Executive Officer or his Vice;
c. Examine reports on financial statement of the organization and audited accounts and advise the board accordingly.
3.9 Article XI - Removal of Board Members
The Board may by resolution remove any member of their body from office, but if such member should be aggrieved at his removal he may appeal to a subsequent meeting of the Board. Removal of the Executive Secretary from the board cannot be carried out without the express authority of the World Council of Churches who will remain the appointing authority. The Board may co-opt any person or persons to advise it in any capacity, which the Board shall think fit.
4.0 PART IV - MEETINGS AND QUORUMS
4.1 Article XII - Proceedings of the Board
The Board may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. The quorum necessary for transaction of business shall be not less than half of the number of the members of the Board for the time being. Questions arising at any meeting shall be decided by a majority of votes. In case of any equality of votes, the Chairman shall have a casting or second vote.
4.2 Article XIII - Calling of Meetings
a. Normal Meetings
All normal meetings of the Board shall be summoned by the Secretary, acting in consultation with the Chairman, by giving at least fifteen days notice accompanied by the proposed agenda. There shall be at least three ordinary meetings of the Board per year .
b. Requisitioned Meetings
A member of the Board may request, with concurrence of at least two (2) other members of the Board and the Secretary shall, at any time, summon a meeting of the Board by at least twenty-one days of notice served upon the members of the Board, with the indication of the proposed agenda.
4.3 Article XIV - Formation of Committees
a. The Board may delegate any of its powers to any Committee consisting of such members of the Board as they think fit, and any committee so formed shall, in the exercise of power so delegated; conform to any regulations prescribed by the Board. The meetings and proceedings of any such Committee shall be governed by the provisions of this Constitution regulating the meetings and proceedings of the Board as far as applicable and so far as the same shall not be superseded by any rules made by the Board.
b. All acts bona-fide done by any meeting of the Board or of any Committee of the Board or by any person acting as a member of the Board, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid or that they or any of them disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Board.
c. Non-members of the Board may serve as voting or non-voting members of any committee except the Executive Committee, at the discretion of the Board. No action of any committee, except the Executive Committee shall be final without the approval of the Executive Committee. The Executive Committee may act on behalf of the Board and the Organization, and its action shall be binding unless reversed by the Board.
d. A resolution in writing signed by not less than two-thirds of the members for the time being of the Board or any Committee of the Board who are duly entitled to receive notice of a meeting of the Board or of such committees shall be as valid and effectual as if it has been passed at a meeting of the Board or of such committee duly convened and constituted.
4.4 Article XV - Disqualification of Members of the Board
The office of a member of the Board shall be vacated:
a. If a receiving order is made against him;
b. If he becomes of unsound mind;
c. If he fails to attend the meetings of the Board for a period of six months, except by special leave of the board;
d. If by notice in writing to the Organization he resigns in his office;
e. If he is removed from office by a resolution duly passed under this constitution.
5.0 PART V - FUNDS AND RESOURCE MOBILIZATION
5.1 Article XVI - Application of Funds and Assets.
The funds and assets of the organization shall be applied solely towards the promotion of the objects of the organization as set forth in this constitution; and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, gift, bonus or otherwise by way of profit of any Board member or employee of the Organization, provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Organization, in return of any service actually rendered to the Organization or prevent the payment of interest at a rate not exceeding bank rate on money lent or reasonable and proper rent of premises demised or let by any member to the Organization. No remuneration or other benefit in money or money's worth except agreed upon compensation for services rendered and repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable or proper rent for premises demised or let to the Organization.
5.2 Article XVII - Disclosure of Interest in Contracts
A member of the Board who is in any way, whether directly or indirectly has an interest in a contractor with a proposed contract with the Organization shall disclose the nature of his interest at a meeting of the Board at which the question of entering into contract is taken into consideration. A member of the Board shall not vote in respect of any contract or arrangement in which he is interested and if he shall do so, his vote shall not be counted.
5.3 Article XVIII - Disposal of Residual Assets on Winding up of Dissolution.