(Section 6)
1. The Constitution of a Non-Governmental Organisation shall state—
(a) the purpose of the Non-Governmental Organization;
(b) the objectives of the Non-Governmental Organization;
(c) the type of Non-Governmental Organization;
(d) the membership of the Non-Governmental Organization including—
(i) who may join the Non-Governmental Organization,
(ii) the duties and rights of members,
(iii) how to join the Non-Governmental Organization,
(iv) how members can resign or be expelled;
(e) the structures and main procedures of decision-making in the Non-Governmental Organization including—
(i) annual general meetings and other meetings,
(ii) elections and appointments for the different structures of the Non-Governmental Organization,
(iii) the powers and functions of the persons elected in paragraph (ii),
(iv) where the decision-making power lies,
(v) how the Non-Governmental Organization is governed and how decisions are made,
(vi) how the Non-Governmental Organization is organized to get the work done;
(f) the roles, rights and responsibilities of people holding specific positions and the different structures;
(g) the control of the finances of the Non-Governmental Organization;
(h) the financial year and audit process;
(i) the closing down of the organization.
BY-LAWS AND ARTICLES OF INCORPORATION
2. The articles of association of a Non-Governmental Organization shall be in the prescribed form and shall state—
(a) the restrictions on the business that the Non-Governmental Organization is to carry on;
(b) that the Non-Governmental Organization has no authorized share capital and is to be carried on without pecuniary gain to its members, officers, trustees or directors;
(c) that any profits or other accretions to the Non-Governmental Organization are to be used in furthering its purpose;
(d) if the business of the Non-Governmental Organization is of a social nature, the address in full of the building that the Non-Governmental Organization is maintaining;
(e) that each first director becomes a member of the Non-Governmental Organization upon its incorporation.
3. (1) A Non-Governmental Organization may make By laws not being contrary to this Act or to the Articles of Incorporation respecting—
(a) the admission of persons and unincorporated associations as members and as ex officio members, and the qualifications of, and the conditions of membership;
(b) the fees and dues of members;
(c) the issue of membership cards and certificates;
(d) the suspension and termination of membership by the Non-Governmental Organization and by a member;
(e) where the Articles provide that a member is transferable, the method of transferring membership;
(f) the qualifications of, and the remuneration of the directors and the ex officio directors, if any;
(g) the time for, and manner of, election of directors;
(h) the appointment, remuneration, functions, duties removal of agents, officers and employees of the Non-Governmental Organization, and the security, if any, to be given by them to the Non-Governmental Organization;
(i) the time and place, and the notice to be given, for the holding of meetings of the members and of the governing body, if any, the quorum at meetings of the members, the requirements as to proxies, and the procedure in all things at meetings of the members and at meetings of the governing body; and
(j) the conduct in all other particulars of the affairs of the Non-Governmental Organization.
(2) The directors may, in addition, make by-laws respecting—
(a) the division of its members into groups, either territorially or on the basis of common interest;
(b) the election of some or all of the directors—
(i) by the groups on the basis of the number of members in each group,
(ii) for the groups in a defined geographical area, by the delegates of the groups meeting together, or
(iii) by the groups on the basis of common interest;
(c) the election of delegates and alternate delegates to represent each group on the basis of the number of members in each group;
(d) the number and qualifications of delegates and the method of their election;
(e) the holding of meetings of members or delegates;
(f) the powers and authority of delegates at meetings and may provide that a meeting of delegates for all purposes is a meeting of the members with all the powers of such a meeting; and
(g) the holding of meetings of members or delegates territorially or on the basis of common interest.
Note—
4. (1) A by-law is not effective until it is confirmed by at least two- thirds of the votes cast at a general meeting of the members duly called for that purpose.
(2) A delegate has only one vote and may not vote by proxy.
(3) By-laws may not prohibit members from attending meetings of delegates and participating in the discussions at the meetings.
TRUST DEED
5. A Trust Deed shall state—
(a) the maximum sum that the Non-Governmental Organization can raise by issuing debentures of each specific issue;
(b) the maximum discount that can be allowed on the issue or re-issue of the debentures, and the maximum premium at which the debentures can be made redeemable;
(c) the nature of any assets over which a security interest is created by the trust deed in favour of the trustee for the benefit of the debenture holders equally, and, except where such an interest is a floating charge or a general floating charge, the identity of the assets subject to it;
(d) the nature of any assets over which a security interest has been, or will be, created in favour of any person other than the trustee for the benefit of the debenture holders equally, and, except where such an interest is a floating charge or a general floating charge, the identity of the assets subject to it;
(e) whether the Non-Governmental Organization has created or will have to create any security interest for the benefit of some, but not all, of the holders of debentures issued under the trust deed;
(f) any prohibition or restriction on the power of the Non-Governmental Organization to issue debentures or to create any security interest on any of its assets ranking in priority to, or equally with, the debentures issued under the trust deed;
(g) whether the Non-Governmental Organization will have power to acquire debentures issued under the trust deed before the date for their redemption and to re-issue on debentures;
(h) the dates on which interest on the debentures issued under the trust deed will be paid, and the manner in which payment will be made;
(i) the dates on which the principal of the debentures issued under the trust deed will be repaid, and, unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which redemption will be effected, whether by the payment of equal instalments of principal in respect of each debenture or by the selection of debentures for redemption by the Non-Governmental Organization, or by drawing, ballot or otherwise;
(j) in the case of convertible debentures, the dates and terms on which the debentures can be converted into shares and the amounts that will be credited as paid upon those shares, and the dates and terms on which the debenture holders can exercise any right to subscribe for shares in right of the debentures held by them;
(k) the circumstances in which the debenture holders will be entitled to realize any security interest vested in the trustee or any other person for their benefit, other than the circumstances in which they are entitled to do so by this Act;
(l) the power of the Non-Governmental Organization and the trustee to call meetings of the debenture holders, and the rights of debenture holders to require the Non-Governmental Organization or the trustee to call meetings of the debenture holders;
(m) whether the rights of debenture holders can be altered or abrogated, and, if so, the conditions that are to be fulfilled, and the procedures that are to be followed, to effect an alteration or an abrogation; and
(n) the amount or rate of remuneration to be paid to the trustee and the period for which it will be paid, and whether it will be paid in priority to the principal, interest and costs in respect of debentures issued under the trust deed.