NORTHERN SOCIAL ENTERPRISE NETWORK LBG (NSEN)

NORTHERN SOCIAL ENTERPRISE NETWORK LBG (NSEN)

A Company limited by Guarantee (Registration No CG023890422)

 THE CONSTITUTION

NORTHERN SOCIAL ENTERPRISE NETWORK

NT-0107-4601

House No. 230, Catholic Guest House Street,

Tamale, Northern Region,

GHANA.

CONTENTS

PREAMBLE:                                                                                                                                          1

ARTICLE 1:                 NAME AND OFFICE                                                                                          1

ARTICLE 2:                 OBJECTIVES                                                                                                      1

ARTICLE 3:                 LEGAL STATUS                                                                                                 2

ARTICLE 4:                 GOVERNANCE                                                                                                2

ARTICLE 5:                 FINANCIAL YEAR                                                                                              2

ARTICLE 6:                 MEMBERSHIP                                                                                                    2

ARTICLE 7:                 EXCLUSION OF MEMBERS                                                                            3

ARTICLE 9:                 RIGHTS AND DUTIES OF MEMBERS                                                           3

ARTICLE 10:               EXECUTIVE BOARD                                                                                         4

ARTICLE 11:               POWERS AND DUTIES OF THE BOARD                                                     5

ARTICLE 12:               DUTIES OF THE MANAGEMENT COMMITTEE                              5

ARTICLE 13:               GENERAL MEETINGS AND RESOLUTION                                     6

ARTICLE 14:               VOTING AT GENERAL ASSEMBLY                                                              6

ARTICLE 15:               BOARD AND MANAGEMENT COMMITTEE MEETINGS                

ARTICLE 16:               QUORUM                                                                                                            

ARTICLE 17:               LIABILITY OF MEMBERS AND OFFICE BEARERS                        

ARTICLE 18:               WINDING-UP                                                                                     

PREAMBLE:

NORTHERN SOCIAL ENTERPRISE NETWORK (hereafter NSEN) is an organization that aims to promote and support social enterprises in Tamale, Northern Ghana.

(1) Northern Social Enterprise Network LBG works to strengthen the social enterprise ecosystem. By nurturing a supportive environment for social enterprises to thrive that aims to create opportunities for innovation, collaboration, and sustainable growth.

(2) Northern Social Enterprise Network LBG seeks to promote the social and economic well-being of its members.

(3) Advocates for supportive policies and regulations by recognizing the importance of an enabling policy for social enterprises to flourish and also engaging  with policymakers, government agencies, and other stakeholders to shape policies that facilitate the growth and sustainability of the social enterprise sector in the northern regions.

(4) Northern Social Enterprise Network LBG  values the power of collaboration and recognizes collective impacts through active promotion of networking, knowledge sharing, and peer support among social enterprises, fostering a culture of learning and collaboration.

(5) The Constitution shall be the supreme law of the Northern Social Enterprise Network and any other law found to be inconsistent with any provision of this Constitution shall, to the extent of the inconsistency, be void.

ARTICLE 1:         NAME AND OFFICE

1.     The name of the ORGANIZATION shall be the NORTHERN SOCIAL ENTERPRISE NETWORK LBG, hereafter referred to as NSEN or the NORTHERN SOCIAL ENTERPRISE NETWORK.

2.     The principal office of the Northern Social Enterprise Network LBGshall be situated in Tamale, Northern Region of Ghana

3.     The Northern Social Enterprise Network LBG will operate  under the auspices  of HOPin Academy. As stated in its cooperation agreements with HOPin Academy, NSEN shall have its own programs and activities with proportionate funding from HOPin Academy.

ARTICLE 2:           OBJECTIVES

 The objectives of the Northern Social Enterprise Network LBG shall be to

  1.  Networking, Participation and Collaboration
  2. Accountability
  3. Non-discrimination and Inculsion.
  4. Capacity Building and Peer Support
  5. Experience sharing and Learning
  6. Openness

ARTICLE 3:           LEGAL STATUS

Northern Social Enterprise Network LBG will be a corporate body incorporated under the company’s Act, 2019 (Act 992) and the liability of its members is limited by a guarantee

1.     The Northern Social Enterprise Network will be a legal entity with its own identity, separate from its directors or office-bearers.

2.     Northern Social Enterprise Network’s continued existence is not affected in any way by changes in the composition of its directorship, board or other office-bearers.

  ARTICLE 4:      GOVERNANCE

    The governance of the NSEN shall be overseen by a governing body, such as a Board of Directors or a Managing Committee, responsible for strategic decision-making and ensuring the Network’s compliance with its mission and objectives.The governing body shall be composed of elected representatives of various sectors in the network, the Board of  HOPin Academy and the managing team of the network who are employees of HOPin Academy. The governance structure, roles, responsibilities, and terms of office shall be defined in the Network’s bylaws or governing documents.

 

ARTICLE 5:           FINANCIAL YEAR

  1. NSEN  shall maintain proper financial records and adhere to transparent and           accountable financial management practices
  2. NSEN may generate revenue through grants and sponsorship, and other lawful means to support its activities and objectives.
  3. The financial accounts shall be audited or independently reviewed on an annual basis to ensure accuracy and compliance with applicable financial regulations.

ARTICLE 6:           MEMBERSHIP

Membership of the Network shall be free and open to social enterprises, organizations, and stakeholders that share the Network’s vision, mission, and values.The membership of the network shall constitute 60% women-led businesses.

Membership rights and obligations shall be outlined in the Network’s membership policy, including criteria for admission, voting rights, and eligibility for holding office.

ARTICLE 7:           CATEGORIES OF MEMBERSHIPS

●      Full/Ordinary membership: open to all social entrepreneurs in the community that meet the eligibility criteria as laid down in article 6 of this constitution

●       Representative: a social entrepreneur is eligible for election to represent their sectors in meetings and other decision making platforms. A Member of the Organization may nominate someone or themselves for the status of a representative by sending a brief (no longer than one page) advocacy statement discussing the candidate to the members

●      Management Team: these are employees of HOPin Academy leading the NSEN program.

 

ARTICLE 8:           EXCLUSION OF MEMBERS

1.     Any ordinary or representative member may resign his/her membership by notice in writing to the Management Team of the Northern Social Enterprise Network LBG

2.     Representatives are required to submit at least fourteen (14) working days’ notice of resignation prior to the set date.

3.     The Management team may at its discretion exclude from membership of Northern Social Enterprise Network LBG any representative if in the opinion of the team the continued membership of such person would be detrimental to the interest of Northern Social Enterprise Network LBG or to the furtherance of its objectives.

ARTICLE 9:           RIGHTS AND DUTIES OF MEMBERS

1.     Full Members:

a.     Can attend the General Assembly and participate fully where possible and by recommending the Organization as much as possible

b.     Can vote and stand for electable positions in the Network

c.     Must attend training programs and other benefits from the Network

3.     Representatives:

a.     Can attend the General Assembly

b.     Must support and advise the management team on fulfilling their tasks and duties

c.     Should act in a representative capacity.

ARTICLE 10:         Management Team

1.     For the proper management of the affairs of Northern Social Enterprise Network LBG, the network shall work under the auspices of HOPin Academy.

2.     All members of the Northern Social Enterprise Network’s LBG Representatives shall be employees of HOPin Academy.

3.     Representatives shall have a tenure of office of two years subject to re-election at the Bi-Annual Conference/AGM.

4.     The representatives  in coordination with the management team shall be responsible for formulating Northern Social Enterprise Network LBGs internal policies and overseeing the implementation of the same.

ARTICLE 11:         POWERS AND DUTIES OF THE BOARD

The powers and duties of the Representatives shall be:

1.     To support and generally give effect to the objects, decisions and policies of the Northern Social Enterprise Network’s and such organizations as it may be affiliated to

2.     To determine any other business that may be considered at the End of Bi Annual Conference or other general meetings

ARTICLE 12:         DUTIES OF THE MANAGEMENT TEAM

Northern Social Enterprise Network LBG shall have a Management Team  headed by employees of HOPin Academy working directly with Represenatitives.

1.               HOPin Academy shall recruit Management Team

2.               The Management Team shall be responsible for the day-to-day management of the Northern Social Enterprise Network LBG affairs, and to make recommendations to the Representatives.

 ARTICLE 13:     GENERAL MEETINGS AND RESOLUTION

1.     Annual General Meeting shall be held in the last quarter of every year

2.     The General Assembly shall be held in the last quarter of every year and place as the Representatives and Management Team of HOPin Academy shall appoint

3.     At least TWENTY-ONE (21) days of written notice shall be given to any Annual General Meeting.

4.     Each member may propose motions by delivering written notice thereof to the CEO AND THE EXECUTIVE BOARD CHAIRPERSON of HOPin Academy at least 14 (FOURTEEN) days prior to the meeting or, if there is a short notice thereof, such lesser period as the Chairman (failing whom the Secretary) or the Chairman of the meeting may determine.

5.     Amendments to this constitution must be approved by a simple two-thirds majority of members present and voting at a general meeting of the organisation.

6.     Notice of intention to move the amendment of the constitution must be given to the Board at least 30 days prior to the date of such meeting.

7.     Copy of such intended amendments shall be circulated to members 31 days prior to the date of such meeting.

ARTICLE 14:         VOTING AT GENERAL ASSEMBLY

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 the case withdraw accordingly.

2.     On a poll, votes will be cast in person

3.     Members not present are not entitled to give a power of attorney to vote on their behalf

4.     At any General Assembly, a resolution put to the vote of the meeting shall be decided by a show of hands or by ballot as may be deemed appropriate by the members present. Only ordinary members are entitled to a vote.

5.     In case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.

ARTICLE 15:         REPRESENTATIVES AND MANAGEMENT TEAM MEETINGS

 The Representatives and Management Team shall meet at least once every quarter of the year at venues as it or the Chairman or failing whom, as the Secretary may determine.

1.    Unless otherwise specified herein or otherwise determined by the meeting concerned, all proceedings at meetings shall be conducted in accordance with normal practice.

2.    Voting, unless a ballot is demanded by any member, shall be a show of hands and motions shall be carried by a simple majority and each member present shall be entitled to 1 (ONE) vote only on each motion. Members not present will be allowed to mandate the board chair or any member who serves as Chair of Meetings or any member by written proxy to vote in their stead, which vote will have to be exercised as directed on the proxy and will count as if they were at the meeting in person.

4.    At least 14 (FOURTEEN) days of written notice or such shorter periods as the Chairman may determine, shall be given for any Meeting.

5.    At least 14 (FOURTEEN) days of written notice or such shorter period as the Chairman of the meeting concerned or the Chairman may determine shall be given to other meetings

6.    Minutes shall be kept of all meetings by the secretary of the board and made available to all members within seven working days of the meeting.

ARTICLE 16:         QUORUM

1.     A quorum at a Review Meeting shall be not less than 50% of Office Bearers personally present, who shall be entitled to vote thereat.

2.     A quorum at an Meeting shall be a simple majority of the members entitled to vote thereat

3.     A quorum at the Annual General Meeting shall be a simple majority of members present and voting.

4.     In the absence of a quorum at any meeting within an hour (60 minutes) of that meeting’s scheduled starting time, the meeting shall automatically be adjourned to another day, time and place in the following week (provided that day is not a public holiday, to the next business day)

ARTICLE 17:         LIABILITY OF MEMBERS AND OFFICE BEARERS

1.     Representatives, Full Member/ office bearers do not become liable for any of the obligations and liabilities of the network solely by virtue of their status as members or office bearers.

2.     Office bearers are not personally liable for any loss suffered by any person as a result of an act or omission that occurs in good faith while the office bearer is performing functions for and on behalf of the organization.

ARTICLE 18:         WINDING-UP

a.    The Northern Social Enterprises Network LBG, subject to such conditions as a Special General Meeting may determine, and subject to ARTICLE 13 shall be dissolved by a resolution passed by not less than two-thirds of the members of the Annual General Meetings present at such meeting, which meeting shall be called specially for the purpose concerned at not less than 21 (TWENTY-ONE) days written notice specifying in detail the purpose of the meeting and the reasons for the proposed dissolution.

b.    If the organisation closes down, it has to pay off all its debts. After doing this, if there is property or money left over, it should not be paid or given to directors or office bearers of the organisation. It should be given in some way to another non-profit organisation in Northern Ghana (Northern, North East, Savannah, Upper East and Western Regions) that has similar objectives. The organisation’s general meeting or alternatively the trustees referred to in ARTICLE 7 and 9 can decide what organisation this should be.

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