CONSTITUTION FOR THE

The Office of The Executive Director, Maboshe Memorial Centre – MMC, Off Mongu – Lusaka Road, Chisonga Fuel
Storage Road, Chisonga Area, Mongu District, Western Province – Zambia. Southern Africa.
Cell #: + 260979997382, +260975077808 and +260954655071
Email: mmcmonguheadoffice@ymail.com
Website: - http://www.maboshememorialcentremmc.yolasite.com
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© 2006

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”1
1.0. NAME
1.1 The name of the organization shall be “MABOSHE MEMORIAL CENTRE” hereinafter referred to as ‘MMC’.
2.0. VISION, MISSION , GOAL AND CORE VALUES
2.1 To empower disabled children, Orphans and Vulnerable Children (OVC) from poverty stricken families in
Zambia by providing them with clean safe Water, Sanitation and Hygiene (WASH), Menstrual Hygiene Management
(MHM), shelter, economic empowerment, legal aid, sexual reproductive health rights, HIV prevention, vocational
and education sponsorships (primary, secondary & tertiary).
2.2 To transform and alleviate the suffering of disabled children, Orphans and Vulnerable Children (OVC) from
poverty stricken families with access to clean safe Water, Sanitation and Hygiene (WASH), Menstrual Hygiene
Management (MHM), shelter, economic empowerment, legal aid, sexual reproductive health rights, HIV prevention,
vocational and education sponsorships (primary, secondary & tertiary) to help them become healthy, independent
and productive members of their communities.
2.3 To increase access to clean safe Water, Sanitation and Hygiene (WASH), Menstrual Hygiene Management
(MHM), shelter, economic empowerment, legal aid, sexual reproductive health rights, HIV prevention, vocational
and education sponsorships (primary, secondary & tertiary) to help disabled children, Orphans and Vulnerable
Children (OVC) become independent and productive members of their communities to who are in danger of their
life (dropping out and those who dropped out of schools).
 Inclusion/Participation
 Rights Based
 Equity/Responsibility
 Transparency/ Accountability
 Non Discriminatory

3.0. AIMS AND OBJECTIVES

3.1 Maboshe Memorial Centre (MMC) is a tax-exempted child sponsorship not-for-profit making community
development organisation with no religious or political affiliations founded on the 24th November, 2006 in
memories of the late Dr. Rodney Aongola Maboshe in Mongu, Western, Zambia and registered under the laws of
Zambia, focusing on helping disabled children and other vulnerable children from poverty stricken families with
Water, Sanitation and Hygiene (WASH), Menstrual Hygiene Management (MHM), community shelter, economic
empowerment, legal aid, sexual reproductive health rights, HIV prevention, vocational and education sponsorships
3.0. (B) OBJECTIVES
1. To strengthen Menstrual Hygiene Management (MHM) by increasing the capacity of schools and female
correctional facilities to effectively awareness, manage and sustain menstrual proper hygiene practices
in privacy, safety and with dignity through Maboshe Sanitary Towel Initiative (MSTI).
2. To improve access to safe clean water, safe hygiene and sanitation (WASH) for schools, health centre
facilities and communities with cases of diarrhea, pneumonia, typhoid and trachoma and good hygiene
practice through Maboshe Rural Water Initiative (MRWI).
3. To provide sustainable, affordable and durable housing units for disabled children, Orphans and
Vulnerable Children (OVC) slum dwellers through Community Housing Fund.
4. To increase access to justice for victims in counseling, psychosocial support, first aid, referral, free
legal aid, case management and representation in courts of law to abused disabled children, Orphans

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”2
 and Vulnerable Children (OVC) from poverty stricken families through Maboshe Child Legal Aid Clinic
(MCLAC).
5. To improve access to vocational and education sponsorships enrolment and retention of disabled
children, Orphans and Vulnerable Children (OVC) through Maboshe’s Gift Sponsorship & Namakau
Mukelabai Child Disabled School.
6. To make positive and sustainable contribution in responding to the reduction of new HIV infections and to
provide care, support, advocacy, information & education surrounding HIV & AIDS through Community
Family HIV Prevention and ART Adherence Clubs.
7. Strengthening economic empowerment of disabled children, Orphans and Vulnerable Children (OVC)
from poverty stricken families to protect their assets and increase income through Maboshe Small
Village Bank Fund – MSVBF.
8. Maboshe Memorial Centre (MMC) efficient and effective organizational.
4.0. ORGANIZATIONAL STRUCTURE
4.1 The organizational structure of MMC shall be at three levels, namely:
(a) Executive Board;
(b). Secretariat and District Offices
(c). General Membership
5.0.EXECUTIVE BOARD
5.1 The Executive Board shall be the supreme organ of MMC.
5.2 There shall be Annual General Meeting organized by Executive Board of MMC to be held at least once every
year but not later than three months after the end of each financial year.
5.3 Powers and Functions of the Executive Board
a) Receive, consider and approve a report from the Executive Board chairperson.
b) Receive, consider and approve audited accounts for the preceding financial year.
c) Elect members to the Executive Board when such an election is due.
d) The Executive Board shall give thirty (30) days’ notice of the AGM all members, in writing, and by placing
notices in the media, clearly setting out the agenda, venue and time of the meeting.
e) The Executive Board shall ensure that the Secretariat not later than twenty-one (21) days before the
date of the meeting, sends out all documents on the AGM to all paid up members. These documents shall
include minutes of the previous meetings, agenda, financial statements and reports as reflected in
Clause 5.3.
f) At any AGM one third of members shall constitute a quorum to transact business.
g) Resolutions at the AGM shall be passed by a simple majority unless it is a constitutional issue.
5.11 Proceedings at every AGM shall be governed by the rules and regulations as agreed by the AGM.
5.12 The management and administration of MMC shall vest in the Executive Board (hereinafter referred to as “the
Board”), comprising ten members, seven elected from the members of MMC and three nominated strategically to
fill in the expertise needed on the Board.
5.13 The Board shall represent MMC in a responsible and appropriate manner in all meetings and public functions;
5.14 The tenure of office of the Board shall be two (2) years and positions can be re-contested.
5.15 When electing the members of the Board, regard shall be had to the aims and objectives of MMC, in order to
achieve a composition of members on the Board that will give effect to the aforesaid objectives. More particularly,
MMC shall strive to achieve a balanced representation taking into account gender and (GIPD) on the Board.

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”3
5.16 Board members shall work together as a team with the members of MMC to achieve the aims and objectives
of MMC. Executive members shall maintain proper communication with all the MMC members, and shall have the
power to co-opt any person onto the Board to fill any vacancy.
5.19 The Board shall where possible manage all the business and affairs of MMC and shall be the only policy
making body of MMC. The Board shall have full power and authority to carry out all the objectives of MMC, except
when such powers are expressly reserved for (to) a(or referred to a) General Meeting.
a) Interpret, implement and promote the aims and objectives of MMC;
b) Obtain support, financial or otherwise, for MMC;
c) Network and liase with other relevant organizations;
d) Administer the financial affairs of MMC, and
e) Invest the funds and assets of MMC in securities nominated by it and vary, realize and deal.
f) Decide what amount of funds shall be invested and what amount should be retained for administrative or
other expenses; operate a current banking account with any bank registered under the Banks Act
selected by it in the name of MMC or any other name acceptable to such bank; to operate any other
account such as campaign accounts that, in the opinion of the Board, are necessary for the due and
proper administration of the financial affairs of MMC; to supervise the MMC focal point person in raising
cheques and; nominate the persons to sign any cheque drawn on such account or accounts provided
that two members of the Board shall be required to be signatories to any cheques drawn which is above
a reasonable amount to be determined from time to time by the Board;
g) Hold, lease and own property of any kind in the name of MMC;
h) Sell, exchange, lease, mortgage or otherwise alienate any or all of the assets of MMC;
i) Enter into such contracts and engage in such transactions as may be necessary to achieve objectives;
j) Employ any person in the interests of MMC if and when MMC is in a position to do so, and remunerate and
terminate such employment accordingly;
k) Develop & enforce Disciplinary & Grievance Procedures in relation to employed staff;
l) Register the name and, if necessary, the Constitution & Rules of MMC under any law;
m) Institute and defend in the name of MMC, any legal proceedings brought on behalf of or against MMC and
provide assistance to any individual member of MMC in the institution or defence of any legal
proceedings, provided that such action is at the discretion of the Board. Where an individual is refused
the support of MMC, such individual shall be entitled to appeal against such decision at a general meeting
by requesting, in writing, the secretary of the Board to call an extra ordinary general meeting and to
place such an item on the agenda of the meeting which must take place as soon as possible;
n) Encourage MMC members to participate in the operations of MMC;
o) Regulate membership forms and application procedures and approve or reject membership
applications;
p) Develop with the secretariat and stakeholders, a long term strategic vision for the organization.
q) Ensure that organization’s objectives are well defined and adequately addressed.
r) Ensure that organization’s activities are integrated into and reflect broader activities.
(6.0.B) RESOURCE DEVELOPMENT AND MOBILIZATION
6.8.0. Raise funds.
6.0.1. Develop strategic partnerships.
6.0.2. Recruit new member
(6.8.D) MONITORING AND GOVERNANCE

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”4
6.8.0 Establish regulations under which the organization will be governed.
6.8.1 Appoint Secretariat staff.
6.8.2 Establish budgets and financial controls.
6.8.3 Monitor organization performance against stated goals and objectives.
6.8.4 Monitor budgetary expenditures, legal compliance and organization policies.
6.9 MEETINGS OF THE EXECUTIVE BOARD
6.9.1 A meeting of the Board shall where possible be convened by the members of the Board once every quarter.
6.9.2 Two days before the Board meeting a written agenda shall where possible be circulated to all members of
the Board, unless at the meeting immediately proceeding unanimously resolved that it would not be necessary to
circulate such an agenda. Such agenda will include the confirmation of the minutes of previous meetings and the
possibility of discussing any unscheduled business.
6.9.3 Two-thirds of the membership of the Board shall constitute a quorum.
6.9.4 Failure to attend two consecutive Board meetings without apology shall render a member of the Board
liable for removal from office by vote of the Board.
6.9.5 Each Board meeting shall be opened or closed to ordinary members and other interested observers at the
discretion of the Board. The Board will issue guidelines in this regard.
6.9.6 Minutes shall be taken at all Board meetings and shall where possible be available for inspection by any
interested member.
OFFICE BEARERS AND THEIR DUTIES
a) The Chairperson
 The members of the MMC shall elect a chairperson who shall hold office for two (2) years.
 The chairperson shall be replaced by another person after elections held at an AGM with electoral rules.
 The Chairperson shall chair all committee meetings.
 The Chairperson shall oversee all the functions of the MMC
 The Chairperson shall represent the organisation at various fora. In his/her absence the Chairperson
may delegate ~his role to any Committee member to carry out this duty.
b) The Vice Chairperson
 The members of the MMC shall elect a Vice-Chairperson who shall hold office for two (2) years.
 The Vice-Chairperson shall act as Chairperson of the MMC in the absence of the Chairperson
 The Vice-Chairperson shall perform any such functions as assigned by the Committee.
c) The Secretary
 The MMC shall employ a full-time Executive Director who shall be an Ex-officio of the committee.
 The Executive Director shall carry out all day-to-day activities of the MMC & head the secretariat.
 The Executive Director shall carry out any such specific functions as shall be conferred on him/her by
the Committee.
 The members of the MMC shall elect a secretary who shall hold office for two (2) years.
 The Secretary shall be in charge of all the records of the MMCs' business.
 The secretary shall perform any such functions as assigned by the Committee.
d) The Vice Secretary

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”5
  The members of the MMC shall elect a Vice-Secretary who shall hold office for two (2) years.
 The Vice-Secretary shall Act as Secretary of the MMC in the absence of the Vice Secretary.
 The Vice Secretary shall perform any such functions as assigned by the Committee.
e) The Treasurer
 The members shall elect a treasurer who shall oversee the financial matters of the MMC during and
between meetings, provided any action carried out shall not conflict with the policies or expressed
wishes of the MMC and that regular reports of the MMCs' financial activities are presented to the
Committee.
 The treasurer shall perform any such functions as assigned by the committee.
d) The Board Member
 The Executive Board shall also have Six (6) Committee Board Members, who contribute to the status of
the Maboshe Memorial Centre Committee Board Members in management project activities
implementation and policy direction of the organization.
7.0. SECRETARIAT
7.1 There shall be a Secretariat headed by Executive Director who shall be responsible for management of MMC.
7.2 The Executive Director, notwithstanding specific details contained in the job description, shall on behalf of the
Board have the power to do the following:
a) Engage such staff, as the Board shall deem necessary on terms and conditions set out effective of MMC.
b) Implement any resolutions and decisions made by the Board and at the AGM.
c) Ensure effective and efficient operations of MMC.
d) Ensure safe custody and effective utilization of assets of MMC.
e) To conduct community programmes.
f) To facilitate workshops and meetings for members of the communities’co-ordinate communication.
g) To print and publish periodicals, journals, books or leaflets including the organization’s quarterly
newsletter Community Action. The Secretariat shall also be responsible free distribution newsletters.
h) To organize all organization meetings including Board meetings and General Meetings.
i) To ensure efficient running of the day-to-day administration of the organization, maintain appropriate
documentation, and generally to implement the policies and procedures as established by the Board.

Executive Board Finance Officer

Paralegal/Rights Officer
Executive Director M & E Officer Fundraising & Resource
Mobilizations Volunteers
Disease Control Officer
Officer Assistant
WASH/Menstrual Hygiene Officer Sponsorship/Empowerment Officer

Vocational/School Officer Driver

District Community Centres under Security Guard
(Community Volunteers)

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”6
8.1 District Community Centres shall be made of MMC members in specified rural /remote district communities
as may be decided by the Executive Board in line with clause 4.1(d)
8.2District Community Centres shall be responsible for the operations of the MMC activities in specified rural
/remote district communities of Western Province, Zambia.
8.3District Community Centres shall be comprised of child friendly centres which shall carry out community
activities in the specified rural /remote communities with the help of the MMC district centres.

9.0. MEMBERSHIP1

9.1 Members of MMC shall include local, regional, national and international organization.
(a) Is committed to championing the lives of disabled children and vulnerable children in rural/remote
community.
(b) Has been duly accepted as members as provided in the constitution.
(c) Supports the objectives of MMC as articulated in this constitution and as laid down from time to time by MMC.
(d) Reduce suffering in rural/remote communities among disabled and vulnerable children.

9.2. Categories of Membership

9.2.1 There shall be one category of membership, namely “Organizational”
9.2.2 Organizational membership shall be open to local, regional, national and international organizations, Non
Governmental Organizations, ASOs and Faith Based Organizations that are committed to championing the lives of
vulnerable children and that subscribe to the aims and objectives of this constitution.

9.3. Rights and Duties of Members

9.3.1 Membership vis-à-vis decision-making is restricted to organizational members and shall be based on the
basis of one organization one vote.
9.3.2 Every decision made shall be put to a vote and 2/3 majority shall render the decision final.
9.3.3 A maximum of one (1) representative from each organization shall attend MMC meeting whenever called for.

9.4. Procedure on becoming a member

9.4.1 Organizations that wish to join MMC shall submit a letter of expression of interest to join together with their
organizational profile. The Board will then have a final say as regards taking on new members will review.

9.5. Termination of Membership

9.5.1 A member shall cease to be a member of MMC if:
(a) The member resigns by written notice to the Board;
(b) The Board shall be entitled to expel any member from MMC after a formal hearing when, in the opinion of the
Board; such a member has materially or morally contravened any of the objectives or resolutions of MMC.
(c) Any member who has been expelled shall be entitled to appeal against such a decision to the Board.
(d) If a member is not satisfied with the ruling of the Board they can then appeal to the MMC Quarterly meeting.

9.7. FRIENDS OF MMC (FOMMC)

9.7.1 Friends of MMC (FOMMC) shall be open to the Zambian Government, Local, National, Regional, International
organizations and individuals that shall render special services to the advancement of the objectives of MMC.

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”7
Friends of MMC shall attend MMC meetings, contribute and provide support wherever appropriate but cannot
affect the decisions of MMC.

10. QUARTERLY MEETINGS1

10.1 MMC members shall convene once every quarter and will be presided over by the Executive Committee.
10.2Two days before the quarterly general meeting a written agenda shall where possible be circulated to all
members of MMC. Such agenda will include the confirmation of the minutes of previous meetings and the
possibility of discussing any unscheduled business.
10.3Two-thirds of the MMC membership shall constitute a quorum.
10.4Minutes shall be taken at all MMC quarterly meetings and shall where possible be available for inspection by
any interested member.

11. AMNDMENTS TO THE CONSTIUTION1

11.1 No article of this Constitution shall be repealed or altered and no new article of Constitution shall be made
(save as hereinafter provided) except by the AGM.
11.2 Notice of thirty (30) days shall be given of intention to propose new articles of Constitution and exact wording
of such articles or proposed alteration to Articles shall be handed in writing to the Executive Director, who shall
cause it to be distributed, disseminated or otherwise circulated at least twenty-one (21) days before the date of
the next meeting of the Annual General Meeting (AGM).
11.3 Any amendments to Constitution shall require the approval of two-thirds of member.

12. FINANCIALYEAR1

12.1 The Financial Year for MMC shall be from January 1st to 31st December of the following year.

13.0. FINANCES (SOURCES OF FUNDS)

The financial resources of the MMC shall consist of the following:

13.1. Membership fees and subscriptions
13.2. Sale of documents and publications
13.3. Contributions by partner institutions and organizations
13.4. Consultancies and grants
13.5. Fundraising activities
13.6. Voluntary contributions and gifts from individuals, institutions and organizations sharing the same MMC.
13.7. Any other sources as determined by the committee provided such sources are permitted by the Laws of
Zambia.

14.0. FINANCIAL MANAGEMENT

14.1. The MMC shall develop a financial policy and open and maintain bank accounts in its name with preferred
registered commercial banks in Zambia. Any four of the following persons shall be signatory to the bank account
namely: the Chairperson, Secretary, Treasurer, MMC Co-coordinator, and or any other member appointed by the
Committee.

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”8
14.2. MMC may acquire by purchase, lease or any other means, moveable or fixed property for the attainment of
its objectives.
14.3. Funds committed by co-operating partners and other sources for the financing of activities shall be
administered by National Office in accordance with the Financial Management Guidelines (FMG) to be approved by
the Committee. .
14.4. The National Office is the organ of the Foundation that shall be authorized to acquire assets. Assets shall be
disposed of in accordance with Financial Management Guidelines as directed by the Committee.
14.5. At the end of every financial year, the accounts of the Foundation shall be audited by the external auditor
appointed by Committee.
14.6. The fiscal year of the Foundation shall be a period of twelve months.

13. DISSOLUTION OF MMC1

13.1 MMC shall be dissolved by a resolution at the Annual General Meeting (AGM) or an Extraordinary General
Meeting at which 75% of those present and voting are in support of such dissolution.
13.2 The notice convening a meeting to discuss such resolution shall state that a motion to dissolve the
organization is to be put to the meeting.
13.3 The notice aforesaid shall be sent to all members per registered post and shall be posted at least one
calendar month prior to the date of the meeting.
13.4 Upon the dissolution of MMC, the Board shall ensure that all funds held on account for the running of MMC and
for the provision of resources, are held pending instructions for the distribution or return of funds from the
agency or agencies which made them available, subject to the payment of debts and liabilities.
13.5 Should discretion in this regard be given by the relevant donor agencies, or if the partner agencies have in
some way abdicated or forfeited any further responsibility for such funds or assets, the Board shall ensure that
the debts and liabilities of MMC shall be discharged from the funds and assets of MMC.
13.6The funds and assets remaining thereafter shall be donated to any non-profit to committed to community
responses to social protection, food and nutrition support, educational support and vocational training,
psychosocial support, shelter and care, child protection and health support, water supply and sanitation, water
for life - Providing access to clean drinking water for everyone, providing education school fees, nutritional
support, gender and HIV and AIDS, human rights, advocacy and networking and organizational development,
institutional strengthening, care and support, scaling up treatment body or organization situated in Zambia having
similar objectives to MMC, as designated and approved by the Board.
13.7 In the event of the dissolution of MMC, the General Meeting at which the resolution to dissolve is adopted, may
appoint a person to wind up the affairs of MMC in accordance with the provisions of this constitution and that
person shall enjoy the powers normally accorded to a liquidator in winding up a company including the right to
receive fees.
14.1 The constitution came into force immediately after adopted by the General Meeting.

“Creating a better lives for disabled children &other vulnerable children in rural communities of western Zambia.”9