CONSTITUTION

1.0 Part I - Name
1.1 Article I - Name
The association uses the name "FUTURE FOR CHILDREN e.V." (Registered Association No. 977 in Germany)

2.0 Part II - Main Objectives
2.1 Article II - Main Objective
The association pursues exclusive and immediate charitable purposes.
The association supports the setting up of a children's project for supporting children and youth in Africa especially Kenya. Particularly a plot is bought, accommodation constructed in order to give the children and youth the possibility to grow up in a family like community. Measures for vocational education must be promoted.

2.2 Article III - Specific Objectives
Having thus stated the main objective, the constitution may proceed to provide that, within the framework of the foregoing, the Organization shall have the following principal objects:
a) To raise, mobilize and disburse funds and other resources for the promotion of the objects of the Organization;
b) To establish or assist in the establishment of schools and other educational centres, and libraries, and to publish newsletters, brochures, periodicals, books and other publications as the Board of the Organization;
c) To enter into any arrangement with any governments or authorities that may seem conducive to the Organization's objects or any of them, and to obtain from such government or authority any rights, privileges and concessions which the Organization may think desirable to obtain;
d) To take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Organization in the form of donations, annual subscription or otherwise;
e) To apply to any governments or authority, public bodies, corporations, companies or persons for and to accept grants or gifts of money and of any moveable or immovable property, donations, gifts, subscriptions and other assistance with a view to promoting the object of the organization and, in taking of any gift or property to take the same subject to any special trust which may be prescribed by the donor thereof;
f) To promote or assist in the promotion of any Organization, or company or other body having object similar to those of the organizations.
3.0 Part III - Membership and Governance

3.1 Article IV - Membership

1) Member of association can be any natural person or any juridical person
2) The committee decides upon a written application. Membership is acquired
through issue of admission letter and membership card.
3) Membership ends when he gives one month notice in writing to the board of
his intention to resign from membership. Upon the expiry of such notice he
shall cease to a member, but his liability to contribute to the funds of the
Organization in the event of its being wound up or dissolved shall continue for
one year the expiry of such notice.

3.2 Article V - Number of Board Members

The committee consists of
a)1st Chairperson
b)2nd Chairperson/Secretary
c)3rd Treasurer

3.3 Article VI - The Management Structure

The day-to-day affairs of the Organization shall be managed by the Chief Executive and his officers. The management may pay all expenses incurred in setting up and registering the Organization and may exercise such powers of the Organization as are not required by this constitution to be exercises by a General Meeting to achieve the objectives of the Organization. No regulations made by the Organization in a General Meeting, shall invalidate any prior act of the management which would have been valid if such regulations had not been made.

3.4. Article VII - First Appointment to the Board

The First members of the Board shall be appointed in writing by the subscribers to this constitution, and shall include three persons who shall act respectively as the chairman. Secretary and treasurer of the Organization until conclusion of the first annual meeting .Provided that a member of the board shall be a member of the Organization.

3.5 Article VIII - Alternates

Any member of the board may appoint another member to be his alternate to act in his place at any meetings of the Board at which he is unable to be present.
Such appointees shall be entitled to exercise all the rights and powers of a member of the Board and, where they are members of the Board, shall have separate vote on behalf of their appointors in addition to their own votes. A member of the Board may, at any time, revoke the appointment of an alternate appointed by him.
The appointment of an alternate shall be revoked ipso facto, if his appointor ceases to be a member of the Board. Every appointment and revocation under this paragraph shall be effected by notice in writing under the hand of the appointor served in the organization and such alternate.
3.6 Article IX- Office Bearers

The Organization shall at the Annual General Meeting in each year elect from its members its 1st Chairman, 2nd Chairman/Secretary and Treasurer. The above officials shall hold office until the Annual General Meeting next following that at which they were elected when they shall retire but shall be eligible for re-election.
If the chairman, during his term of office, should cease to be a member of the organization, resign from office or die, the Directors shall elect one of their number to hold office until the next annual General Meeting when a new chairman shall be elected. The same procedure applies to 2nd Chairman/Secretary and Treasurer.

3.7 Article X - Duties of Office Bearers and Officials

The Chairman shall chair all the meetings of the Board and all General Meetings. He shall provide general policy guidelines related to the affairs of the Organization as expressly provided in the constitution. In his absence, the Directors shall elect one of their number to chair the meetings.

The Chief Executive shall be responsible to the General Meeting and the Board of Directors and shall:
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) Keep a full complete, and up-to-date record of the Organization's affairs;
d) Keep minutes of the meetings of the Board of Directors and the General Meetings;
e) Carry out all correspondence and publicity on behalf the Organization;
f) Arrange for the meetings of the Organization on instructions of the Board of Directors, or, in special circumstances on the instructions of the General Meeting;
g) Do all such acts as are necessary for the efficient and effective running of the Organization's affairs.

The Treasurer shall in general ensure that proper accounting procedures are adhered to, and shall:

a) Keep on a proper accounting basis all the financial records of the Organization;
b) Open a bank account on the advice of the Board and ensure that all drawings from the account are countersigned either by the Chief Executive or his deputy;
c) Provide reports on the financial statement of the Organization and audited accounts to the General Meeting.


4.0 PART IV - Meetings and Quordums

4.1 Article XI - 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 of the transaction of business shall be not less than half 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. Incase of any equality of votes the chairman shall have a casting or second vote

4.2 Article XII - 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 15 days notice accompanied by the proposed agenda.

b) Requisitioned Meetings
A member of the Board may, and on the request of at least two members of the Board the Secretary shall at any time, summon a meeting of the Board by at least twenty-one days of notice served upon the several members of the Board, with an indication of proposed agenda.

4.3 Article XIII - Formation of Committees

A resolution in writing signet by not less than two-thirds of the members for the time being of the Board or of 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 had been passed at a meeting of the Board or of such committee duly convened an constituted.

4.4 Article XIV - Disqualification of Members of the Board

a) If by notice in writing to the organization he resigns his office;
b) If he is removes from office by a resolution duly passes under this constitution;
c) If he is removed from membership of the Organization pursuant to a resolution of the Organization.

4.5 Article XV - General Meetings

1. The Organization shall in each year hold a General Meeting as the Annual General Meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Organization and that of the next. The Annual General Meeting shall be held at such time and place as the board shall appoint.

2. Annual General Meeting shall be called ordinary general meeting and all other general meetings shall be called Extraordinary General Meetings.

4.6 Article XVI - Manner of Convening Extraordinary General Meetings

The Board may, whenever it thinks fit, convene an Extraordinary General Meeting.

4.7 Article XVII - Notice of General Meetings

Twenty one days notice at least, specifying the place, the day and the hour of the meeting of the Organization shall, notwithstanding that it is called by shorter notice than that specified in the constitution, be deemed to have been duly
called if it is so agreed by all the members entitled to attend and vote thereat. Provided also that the accidental omission to give notice to all the non-receipt of notice of a meeting by any person entitled to receive such notice shall not invalidate the proceedings of that meeting.

4.8 Article XVIII - Proceedings at General Meetings

All Business shall be deemed special that is transacted at an Extraordinary General Meeting and slso all that is transacted at an Ordinary General Meeting with the exception of the consideration of the accounts and balances sheets, the reports of the Board and Auditors, the election of the Board, the appointment of Auditors, and the fixing of the remuneration of the Auditors.

Provided that no business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Members present in person or by proxy shall constitute a quorum.

4.9 Article XIX - Voting at General Meeting

1. Every member shall have one vote, provided that when any matter affecting a member personally comes before the meeting, although he may be present at it, he shall not be entitled to vote on the question and the Chairman may require him to withdraw during the discussion, and he shall in that case withdraw accordingly.
2. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by at least two members. Unless a poll is so demanded a declaration by the Chairman that a resolution has, on a show of hands, been carried, shall be conclusive evidence of the fact without proof of the number or proportion of the vote recorded in favour of or against such a resolution. A demand for a poll may be withdrawn.
3. In case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which a poll is demanded, shall be entitled to a second or casting vote.
5.0 Part V - Funds and Resource Utilization

5.1. Article XX - Application of Funds and Assets

The funds an 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 to the member 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 or any member of the Organization, in return for any services actually rendered to the Organization, or prevent the payment of interest at a rate not exceeding current bank rate on money lent or reasonable and proper rent for premises demised or let by any member to the Organization.

Provided also that no non-executive member of the Board of the Organization shall be appointed to any salaried office of the Organization or any office of the Organization paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Organization to any such Board Member except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Organization.

5.2 Article XXI - Disclosure of Interest in Contracts

A member of the Board who is in anyway, whether directly or indirectly, interested in a contract or 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 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 XXII - Disposal of Residual Assets on Winding up or Dissolution

When dissolving the association or discontinuation of its hitherto purposes the association's property will belong to SOS Kinderdorf e.V, Munich.

5.4 Article XXIII - Indemnity of Board Members

Every member of the Board and other officers or servants of the Organization shall be indemnified against all cost, losses and expenses which any such person may incur or become liable for by reason of any contract entered into, or act or thing done by him in good faith in the capacity aforesaid, in any officer or employee of the Organization who has incurred or may be about to incur any liability at the request or for the benefit of the Board, such security by way of indemnity as it may think proper.

5.5 Article XXIV- Members Contribution to Assets on Winding up

Every member of the Organization undertakes to contribute to the assets of the Organization in the event of its being dissolved or wound up while he is a member or within one year of his ceasing to be a member, for payment of the debts and liabilities of the Organization contracted before he ceases to be a member, and the cost, charges and expenses of dissolution or winding up and for the adjustment of the rights of the contributories amongst themselves, such sum as may be required not exceeding the sum of shillings hundred (KShs. 100/-).

5.6 Article XXV - Accounts

1. It shall be the work of the treasurer to cause the accounts to be kept and in particular as regards:
a) The sums of money received and expended by the Organization and the matters in respect of which such receipts and expenditures takes place
b) The assets and liabilities of the Organization.

2. The books of account shall be kept at the office or at such other place or places as the Board thinks fit, and shall always be open to the inspection of the members of the Board during business hours.

3. At the Annual General Meeting in every year, the Board shall lay before the members present a proper income and expenditure account for the period since the last preceding account made up to a date more than nine months before such meeting.

4. A proper Balance Sheet as at the date on which the income-expenditure account is made up shall be prepared every year, and laid before the members present at the Annual General Meeting. Every such balance sheet be accompanied by proper reports of the Board and the Auditors.

5. Copies of the income and expenditure account, balance sheet and reports, all of which shall be framed in accordance with any statutory requirements for the time being in force, and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty one clear days before the date of the Annual General Meeting be sent to the Auditors and to all other persons entitled to receive notices of such meetings in the prescribed manner.

5.7 Article XXVI - Auditors

1. The Organization shall at each Annual General Meeting appoint an Auditor or Auditors to hold office until the next Annual General Meeting. Provided that a member of the Board or other officer of the Organization shall not qualify to be appointed Auditor of the Organization.

2. The remuneration of the Auditors of the Organization shall be fixed at the Annual General Meeting, except that the remuneration of any auditors appointed to fill any casual vacancy may be fixed by the Board.

3. Every Auditor of the Organization shall have a right to see all relevant vouchers, and shall be entitled to access at all times to the books and accounts he requires from the Board.

4. The Auditors shall make a report to the members of the accounts examined by them and in every Balance Sheet laid before the Organization at its Annual General Meeting during their tenure of office and the report shall state:
a) Whether or not they have obtained all the information and explanations they required;
b) Whether in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the Organization's affairs.

5.8 Article XXVII - Inspection of Books of Account and List of Member

The books of accounts and all documents relating thereto and list of members of the Organization shall be available to inspection at the office of any member of the Organization on giving not less than seven days notice in writing to the Organization provided that the books of account and all documents relating thereto and list of members shall always be open for inspection by members of the Board during business hours.

5.9 Article XXVIII - Financial Year

The financial year of the Organization shall begin on the first day of February and end on the last day of 31st May or at such other time as the Board may from time to time determine.

6.0 Part VI - Amendments to the Constitution

6.1. Article XXXIX - Amendments

Subject to the provisions of Regulation 21 (1) of the NGO Regulations the Organization may by special resolution passed modify or repeal this constitution or adopt a new constitution or change the name of the Organization provided that no such alteration, amendment or modification shall be made which shall impair or prejudice the effectiveness of the prohibitions contained in this constitution against distribution of income, property and assets of the Organization to the members.

7.0 Part VII - Dissolution an Disposal of Property

7.1 Article XXX - Dissolution

The Organization shall not be dissolved or wound up except by a resolution passes at a General Meeting of the members by votes of two-thirds of the members present. The quorum at the meeting shall be fifty per cent of all the members of the Organization.

If no quorum is obtained, the proposal to dissolve or wind up the Organization shall be submitted to a further General Meeting which shall be held one month later. Notice of this meeting shall be given to all members of the Organization at least 14 days before the date of the meeting. The quorum for this second meeting hall be the number of members present.

7.2
The Organization will not dissolve itself without prior consent in writing form the Non-Governmental Organizations Co-ordination Board obtained upon a written application addressed to the Executive Director of the Non-Governmental Organizations Co-ordination Board and signed by three of the officials of the Organization.

7.3
Upon dissolution of the Organization its remaining assets shall be distributed to another Organization with similar objectives.