MEMORANDUM AND ARTICLES OF ASSOCIATION
FOR THE
IROB NATIONALITY REHABLITATION AND DEVELOPMENT ASSOCIATION
(INRDA)
Introduction
The livelihood of the Irob people is constrained by an impoverished and underdeveloped socio-economic infrastructure. Remotely situated, the Irob people lack basic public services, effective farm to market infrastructure, alternative non-farm employment and effective social safety nets. The 1998 border war between Ethiopia and Eritrea further exacerbated the precarious situation of this already vulnerable population. The invasion carried out by the Eritrean military of the border towns long occupied by the Irob people resulted in the mass destruction of their homes, farms, markets, schools and clinics. Moreover, the Irob people now suffer from massive displacement and are completely dependent upon the Government of Ethiopia and private charities for their most basic needs.
Recognizing the urgent need for critically important short-term relief and longer term development prospects, the Irob people wish to organize themselves to work alongside the government and private charities to strengthen their individual capacities and promote their collective livelihood. Hence, we employ article-31 of Tigray Regional state and Ethiopian constitutions that recognizes the rights of association, and article-43 (1) of the same constitution to establish the Irob Nationality Rehabilitation and Development Association (INRDA). INRDA is hereby formerly established according to Article-404 of the Ethiopian civil code signed via our representatives on September 25, 2003 in Mekele, Tigray.
Chapter I
General conditions
Article 1: Title of the Association
This association shall be cited as the ?Irob Nationality Rehabilitation and Development Association? (INRDA)
Article 2: Interpretations
The following words and phrases are used to mean the following:
?Irob? shall mean the name that stands for the citizens of the nationality (Irob) living in the district located on the north eastern tip of the Eastern Tigray zone bordered by Eritrea and also to mean the name of the district itself..
- ?Association? shall mean the organization of the Irob Nationality Rehabilitation and Development Association hereby established.
- ?General assembly? or ?Assembly? shall mean the highest decision-making body in the structure of this association...
- ?INRDA? is the acronym for the Irob Nationality Rehabilitation and Development Association.
Article 3: Establishment
INRDA is hereby established as an independent, non-profit making, non-governmental, rehabilitation and development association.
Article 4: Legal Personality
This association has legal personality, to sue and to be sued, to own property, to make contracts and carry out other activities related to its objectives.
Article 5: Objectives of the Association
The main objectives of this association shall be to:
1. Improve the living standard of Irob people by undertaking development activities and providing public services; and
- Preserve and promote the Irob culture and legacies.
Article 6: Logo of the Association
INRDA shall have its own logo that reflects the current conditions and future vision of the Irob people. It is attached here with an explanation of the graphics' meaning as a reference
Article 7: The Head Office
Subject to revisions agreed upon by the assembly, the head office of the association shall be located in Mekele and branch offices may be opened in other locations as deemed appropriate.
Article 8: Co-operative Objectives
This association, in agreement with the poverty reduction policies of the government, shall have close co-operative objectives with other development organizations.
Article 9: Membership
1. Every member of the Irob nationality shall have the right to be a member of this association and engage in activities to promote the development of the Irob community.
2. All others who adhere to the policies and rules this association and are accepted by the assembly as significant/ important supporters of the association shall become associate/co-members.
Article 10: Source of Income
The source of income of this association will be:
- Member contributions and membership fees;
- Fund-raising activities; and
- External donations and grants.
Chapter II
Structure and Functions of this Association
Article 11: Structure of this Association
This association shall have the following core line structures:
- The General Assembly
- Board
- Management
- Audit section
Article 12: General Assembly
The General Assembly, herein after called "Assembly", is composed of representatives selected by the members of INRDA;
- Members shall determine the number of representatives in the General Assembly and the process of their selection...
Article 13: Authorities and Functions, of General Assembly
The Assembly of this association is responsible to the public and will have the following duties and authorities:
- Shall assign Board members;
- Shall formally approve the objectives, policies, and strategies of the association;
- Shall hear and pass resolutions/decisions on the report submitted by the Board and external audit;
- Shall hear, evaluate and approve the annual plan and budget of this association;
- Shall discus and approve amendments in this regulation, if any;
- Shall discuss and decide on how to mobilize the society to participate in development activities and monitor and evaluation the results;
- Shall approve the authority/ delegation requested by the Board director.
Article 14: Meetings and Decision Making Procedures of the Assembly
The Board Director chairs the meetings of the Assembly.
- The Assembly shall meet annually and when demand so requires; at the request of Board director or 1/3 of the Board members, extraordinary meetings may be held.
- The presence of 2/3 of the Assembly constitutes a quorum.
- All decisions of the Assembly require 50% + 1 vote of the participants of the meeting for approval.
Article 15: Board Members
Board members shall be nominated from among members of the association by General Assembly, and it shall have a Board director and Board secretary.
- The number of Board members and condition of their representation shall be determined by the General Assembly.
Article 16: Function and Responsibilities of the Board
The Board, being responsible to General Assembly, shall have the following functions and responsibilities:
- It shall facilitate the formulation / development of goals / objectives, policies and strategies of the association, and forward them to the assembly for approval.
- It shall give permission and authority to open a bank account for the association according to the financial laws and regulations.
- It shall see, evaluate and pass into General Assembly for approval the annual plan and budget of the association.
- It shall regularly monitor and control the effective implementation of programs and plans assigned to the management/ executive and forward to the assembly in cases of bold decision requirements.
- It shall give advice and consultation in development projects for the association to undertake.
- It shall facilitate the formulation of the policies and regulations of the association, shall evaluate, approve and monitor their implementation and enforcement.
- It shall monitor and ensure the implementation of directives and decisions passed by the Assembly.
- It shall suggest and facilitate fund raising strategies.
Article 17: Meetings, Decision Making Procedures of Board and Duration of its Term
The Board Director chairs the meeting.
- The Board shall meet twice a year, and, if necessary and when requested by the Board director or 1/3 of Board members, additional meetings may be held.
- The presence of 2/3 of the Board constitutes a quorum.
- All decisions of the Board require 50% + 1 vote of the participants of the meeting to for approval.
- The lifetime of Board members shall be determined by the Assembly
Article 18: Powers and Functions of Board Director
The Board director shall be responsible to the General Assembly and has the following duties and responsibilities:
- Lead, coordinate and represent the Board;
- Authorize a representative to open a bank account in the name of the association;
- Call and chair meetings of the Board; and
- Supervise the activities of management.
Article 19: Power and Functions of General Manager
INRDA will have a management committee to directly execute the day- to- day activities of the association. The management committee will be coordinated / chaired by the General Manager.
The General Manager is accountable to the Board and shall have the following authority and functions:
- Administer, supervise and control the properties of the association;
- Make contracts and communications with third parties on behalf of the association and represents it in all affairs
- Facilitate to draw up work plans and annual budgets of the association and up on approval, shall device and follow up their effective implementation procedures;
- Lead, coordinate and supervise the management/executive committee of this association;
- Act in the formulation of internal regulations of the association and monitor their implementation;
- Report on the work accomplishment (Progress) of the association; and
- Shall discharge other responsibilities entrusted to him by the Board;
Article 20: Audit Section
INRDA will have an Internal Audit section. The audit section shall have the following functions and duties.
- Ensures whether property and financial administration, income and expenditure of the association are implemented in accordance with legally accepted rules and regulations of finance and of this association;
- Monitor proper use and allocation of budget of the association
- Inspects for proper registration of association property;
- Consults with management and Board on finance and property administration of the association;
- Shall have the power for reviewing and approving by way of the association seal finance and property related documents of the association, where it thinks fit; and
- Reports and makes recommendations to management and Board per assessment.
- The internal auditor is responsible to the Board
Chapter III
Miscellaneous Regulations
Article 21: Amendment
Amendment of this regulation will be carried out by request of 2/3 of the assembly, according to article 13 (5) of this regulation in order to promote its objectives.
Article 22: Liquidation
This association will be liquidated by the decision of 2/3 of the Board members and approval by the General Assembly where it is proved that the association is unable to achieve its goals/ objectives.
- The association will not be liquidated merely for reason of ineffective administration; rather it will be revised.
- If the association is to be liquidated in accordance with sub article-1 of this provision, the existing assets of the association acquired since its establishment shall be inspected by an external auditor appointed by the Board, and the assembly will make a decision based on the report of the external auditor.
Article 23: Effective date
This regulation will enter into force when it owns the structure envisaged in Chapter-2 of this regulation
Chapter IV
Provisional Charter
Article 24: Structure of the Charter
Until it owns the structure envisaged in Chapter - two, the association will have free-service rendering organs that carries out activities to work towards achieving the immediate objectives of the association.
These are:
- General Assembly;
- Executive Committee; and
- Auditor.
Article 25: General Assembly
The General assembly of this association is composed of representatives from among the beneficiaries of this association and will have the final authority and decision-making powers, along with the responsibilities, of the association based on proper representation of the community.
Directives will determine number of representatives in the General Assembly and manner of representation.
Article 26: Power and functions of General Assembly
The General Assembly will be responsible to the public and shall have the following duties and responsibilities. The general Assembly shall:
Clarify the goal/ objective, policies and strategies of this association;
- Approve the policies and budgets of this association;
- Appoint and fire members of the Executive Committee and auditor;
- Approve rules of procedures and regulations by which the executive is to be governed;
- Hear, evaluate and decide to approve the report of the Executive Committee and auditor;
- Hold general meeting annually. It may, however, hold extra ordinary meeting at the request of 2/3 members of the Executive Committee.
Article 27: Executive committee
The Executive Committee is an organ of the association responsible for organizing the association according to the form described in chapter two of this regulation and carrying out daily activities of the association according to the rules and procedures that are to be enacted.
Article 28: Duties of Executive Committee
The Executive Committee is responsible to the General Assembly and shall have the following duties and responsibilities
- Organizes the structure of this association according to chapter two of this regulation;
- Administers the resources of the association;
- Recruits membership and keeps detailed documentation of the membership lists;
- Develops fund raising programs and strategies;
- Establishes and coordinates committees that facilitate the development activities of the association;
- Submits reports on the progress of its activities to General Assembly,
- Prepares the plan and budget of the association and implements it upon approval by General Assembly; and
- Opens and manages the bank account in the name of this association
Article 29: Audit Section
Duties and functions of the auditor stated under article-20 of this regulation are applicable to this provision in the same way. However "Executive Committee" substitutes "Board" and "management" under sub articles 4 & 6 and substituting "General Assembly" instead of ?Board? in sub article-7 of article-20 on the same provision.
Article 30: Power and Functions of Chairman
Shall be responsible to the Executive Committee to the General Assembly and shall have the following duties and responsibilities
- Chairs meetings of General Assembly and Executive Committee
- Coordinates executive members and supervises their functions
- Represents the association
- Calls extra ordinary meeting of General Assembly at the request of 2/3 members of Executive Committee
- Shall open and delegate the bank account of the association in the name the association
- Shall submit reports on work accomplished by the executives as well as on its plans and budget to the assembly
Article 31: Vice Chairman
The Vice Chairman shall:
- Act on behalf of the Chairman in his/her absence;
- Support the Chairman in the discharge of his/her responsibilities;
- Carries out other responsibilities entrusted to him/her by the Chairman; and
- Be accountable to the chairman.
Article 32: Secretary
The Secretary shall:
- Take minutes of the association;
- Prepare detailed reports on the work accomplished by the association as well as plans and proposals of the association;
- Manage and take due care of documents of the association;
- Manage properties of the association;
- Manage employees of the association;
- Act on behalf of the Chairman in the absence of Chairman and the Vice Chairman; and
- Carry out other responsibilities entrusted to him/her by the Chairman.
Article 33: Public Relation and Fund Raising Committee
The Public Relations and Fundraising Committee shall:
- Generate, document and provide information deemed necessary on the goals, policies and strategies of this association and about its work and accomplishments;
- Discharge fund raising responsibilities both in the country and abroad in collaboration with its partner organizations; and
- Jointly with other executive members provide the necessary information for fundraising activities.
Article 34: Duties and Functions of Finance Head
He/she shall be accountable to the Chair man and have the following duties and responsibilities:
- Supervise and control the properties and the finances of the association;
- Control income and expenditures of the association;
- Prepare financial instruments and procedural regulations to administer the property and finances of the association and implement it upon approval by the Executive Committee;
- Prepare detailed reports and format documents of financial activities; and
- Carry out other responsibilities entrusted to him/her by the chairman.
Article 35: Duties and Functions of Cashier
Performs different income and expenditure functions for the association by legal receipt;
- Deposits cash into the association's bank account, excluding the petty-cash amount allowed to be held by the cashier.
- Manages the security and integrity of the financial instruments, opening them for inspection when required; and
- Carrying out other responsibilities assigned by the finance head.
Article 36: Rules of Procedure for Election
Election of Executive Committee may be conducted either by ballot or through primaries (direct election) by the General Assembly.
- A candidate may volunteer or be chosen by a member of the General Assembly. However, the candidate must be approved by a 1/3 vote of the General Assembly.
- When a member withdraws from a leadership position for any reason, an election shall be held to fill the position.
- The election of audit committee members shall be executed by General Assembly.
- Any election shall be conducted by electing Executive Committee
Article 37: Disciplinary Measures
When a member of the Executive Committee, management or any other leadership position violates the regulations of this association, in accordance with the gravity of the offence, he/she may be question, warned or suspended. In the case of a grave offence, that person will be removed from office.
- The details of dismissal shall be reported to the General Assembly.
- Executive committees shall develop guidelines for disciplinary measures and implement upon approval by the General Assembly
Article 38: Criteria for Leadership
A person, who competes for leadership of this association, shall fulfill the following criteria:
Shall have proven professional competence and a high moral standing within the community;
- Has volunteered to render free service for his/her community and has Irob Nationality; and
- Has not been convicted and sentenced in the last 10 years for a serious crime.
Article 39: Life Span for this Regulation
When INRDA has achieved the structure defined in chapter-2 of this regulation, the function of provisional charter will end and be substituted with the regulations defined in chapter two.
Article 40: Effective date
This regulation shall be entered into force on the date of acquisition of its legal personality.
Annex 1: Description and Representation of Logo Colors and Objects
