Constitution

1. Constitution adopted online in 2004 and ratified by the Assembly General the 24 th Day of February 2006 at Safari Park Hotel, Nairobi, Kenya.
2. The name of the association shall be FOSSFA , representing ‘the free and open software foundation for Africa’.
3. Subject to matters set out below, FOSSFA and its property shall be administered and managed in accordance with this constitution by the members of the Council, constituted by clause ... of this constitution. (‘The Council’)

OBJECTS

4. The objects of FOSSFA are to work with all stakeholders to ensure that Open Source is available as a platform to engineer solutions that meet the needs of Africans at affordable prices. FOSSFA's vision is to:

1.Create Awareness of Open Source software.
2.Build Capacity in Open Source software;
3.Develop a Knowledge Warehouse of expertise in the countries/continent.
4.Development of national and regional Open Source Portals.
5.Ensure that technical experts in Africa have full opportunity to participate in the development of open source software .
 
POWERS

5. In furtherance of the objects but not otherwise the Council may exercise the following powers:

i) Power to raise funds and to invite and receive contributions provided that in raising funds the Council shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
ii) Power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
iii) Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of FOSSFA.
iv) Power subject to any consents required by law to borrow money and to charge all or any part of the property of FOSSFA with repayment of the money so borrowed;
v) Power to employ such staff (who shall not be members of the Council) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants ;
vi) Power to cooperate with other persons, charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;
vii) Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
viii) Power to appoint and constitute such advisory committees as the Council may think fit;
ix) Power to do all such other lawful things as are necessary for the achievement of the objects.
 
MEMBERSHIP

6. Membership of FOSSFA shall be open to:

i) individuals (over the age of 18 years) who are interested in furthering the work of FOSSFA and who have paid any annual subscription lad down from time to time by the Council, and
ii) any body corporate or unincorporated association which is interested in furthering FOSSFA’s work and has paid any annual subscription (any such body being called in this constitution a ‘member organisation’.)
iii) Council shall determine the rates of membership dues, but concessionary rates shall be made available to students and similar groups.

7. Every member shall have one vote.
8. Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of FOSSFA and may appoint an alternate to replace its appointed representative at any meeting of FOSSFA if the appointed representative is unable to attend.

9. Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
10. The Council may terminate the membership of any individual or member organisation, provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to appeal to the members at AGM (or other special meeting) to be reinstated.

COUNCIL

11. At the annual general meeting of FOSSFA the members shall elect from amongst themselves persons to serve as members of the Council, who shall hold office from the conclusion of that meeting for a period of 2 years.
12. The Council shall consist of not less than 5 and not more than 21 persons, and at least 2 of which must be female.
13. The Council members shall elect a Chairman, a Treasurer and a Secretary from amongst themselves.
14. The Council may in addition appoint not more than 5 co-opted members but so that no one may be appointed as a co -opted member if, as a result, more than one third of the members of the Council would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Council and shall take effect from the end of the meeting or such other time as decide by the Council. Any decision to co-opt a Council member must be ratified by members at AGM.
15. All members of Council shall retire after two years but may seek re-election or re-appointment.
16. The proceedings of Council shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
17. No person shall be entitled to act as a member of eth Council whether on a first or any subsequent entry into office until after signing in the minute book of the Council a declaration of acceptance and of willingness to act in the objects of FOSSFA.
18. A member of the Council shall cease to hold office if he or she:

i) becomes incapable by reason of mental disorder, illness or injury of managing or administering his or her own affairs;
ii) is absent without permission of the Council from all their meetings for a period of 6 months and the Council resolve that their office be vacated; or
iii) notifies to the Council a wish to resign ( but only if at least 3 members of the Council shall remain in office when the notice of resignation is to take effect).

19. No member of the Council shall acquire any interest in property belonging to FOSSFA (otherwise than as a trustee for FOSSFA) or be interested in any contract entered into by the Council, unless the matter is fully disclosed to Council and the member takes no part in any deliberations regarding such contract.
20. Council shall appoint (funds permitting) a Director and an Administrator on terms to be agreed by the Council. Council may also dismiss both officers.

21. The Director is to report to Council, but cannot be a member of Council, and- is ultimately responsible to members at AGM.

22. The Administrator, who shall if at all possible be bi-lingual, reports to the Treasurer.

 
MEETINGS AND COUNCIL PROCEEDINGS

23. The Council shall meet regularly online (using message boards, voting buttons etc as appropriate). Council shall determine its method of operation BUT on the application of any member a decision shall be taken by vote. A quorum for a Council meeting shall be 4 members.
24. Any Council member can call a Council meeting.
25. Notice for an o nline Council meeting shall be 7 days, but if there will be consideration of co-opting a person notice shall be 15 days.
26. The Chairman shall act as chair of Council meetings, but if the chairman is absent from any meeting, the members of the Council present shall choose one of their number to be chairman of the meeting before any other business is transacted.
27. There shall be a quorum of 4 members of the Council.
28. The Chairman shall have a casting vote in the event of a tied vote.
29. The Council shall keep minutes of Council or sub-committee meetings which shall be open to view by any Council member.

30. The Council may appoint one or more sub-committee to assist in pursuing its objects provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Council.
     

FINANCE

31. The funds of FOSSFA, including all donations, contributions and bequests, shall be paid into an account operated by the Council in the name of FOSSFA at such Bank as the Council shall from time to time approve. All payments from such account shall have the signature (digital or otherwise) of 2 members of Council including, wherever possible, the Treasurer. The funds belonging to FOSSFA shall be used only to further the objects of FOSSFA.
32. A monthly budget shall be presented to Council and must be approved. Any item above (limit1) must be accompanied with a full explanation; while any item above (limit2) must have a full explanation must itself be specifically approved.
33. The Director may approve items less than limit1 between budgets.
34. Limit1 will be 500 Euros and limit 2 will be 1,500 Euros.
35. The Council may alter the above limits after a period of 2 years from the date of the constitution.

36. Quarterly reports together with quarterly accounts shall be presented to the Council.
     

PROPERTY

37. The title of any property or investments shall be either held by professional or corporate custodians/trustees or by not less than 3 individuals chosen to act as holding trustees. Council shall be entitled to make appropriate arrangements and pay reasonable and proper remuneration.

 
FINANCIAL STATEMENTS

38. A set of annual audited financial statements shall be presented to the Annual General Meeting for approval.
39. Council shall be responsible for appointing a reporting accountant to prepare the financial statements.

 
ANNUAL GENERAL MEETING

40. An annual general meeting shall be held every 12 months, but at least once in 24 months it should be physical.
41. Notice for general meetings shall be 30 days for online meetings and 90 days for physical meetings.
42. All members shall be entitled to attend and vote.
43. Nominations for election shall be made in writing to the Secretary at least 14 days before the meeting. Should nominations exceed vacancies election shall be by ballot.
44. Every AGM shall have the following business: approval of financial statements, Directors Report & review, election of Council members, approval of future budget.
45. Voting: on ordinary business a simple majority is required, but for special business a 2/3 majority is required. A minimum of 30 members or 10% of members, whichever is greater is required for a valid vote at a general meeting.
46. A general meeting can called at any time an such a meeting shall be a 'Special General Meeting’.
47. A quorum for a general meeting shall be 8 members.
48. Special business includes: changes to the constitution, election of Council members, dissolution.
49. Right to call a meeting: The Director can call a Council meeting. Any member of Council can call a Council meeting. Any member with the support of 30 members or 5% of members, whichever is smaller, can request the Council to call a Special General Meeting; if that is denied then they can appeal directly to members but require support of 10% of members or 300 members whichever is smaller. If they achieve this then a Special General Meeting shall be called. Council members can call a Special general Meeting with the support of 2 other members of Council. Any member can submit a resolution to Council for the general meeting; resolutions shall be sent to the secretary within 30 days of the general meeting. If it is denied the member may nevertheless submit the resolution if they can obtain the support of 30 members or 5% of the membership, whichever is less. Any Council member may submit a resolution to a General Meeting.

50. The Secretary shall be responsible for the keeping of minutes at General Meetings and Council meetings, though the actual duty may be delegated to another.

NOTICES

51. Notices shall be sent to recorded address of the member either the registered email address, the fax number or the postal address registered by the member for delivery of such notices.

DISSOLUTION

52. If Council should decide to dissolve the association, a special general meeting shall be called with 90 days notice. If the resolution to dissolve is approved by 2/3 vote then the Council shall be responsible for effecting the dissolution and any surplus assets shall be donated to another group or charity with the nearest similar objects.

 
Before the First AGM

53. Until the first annual general meeting takes place this constitution shall take effect as if references to the council were references to the persons whose signatures appear at the bottom of this document.