0. PREAMBLE
WE THE MEMBERS OF THIS GOVERNING DOCUMENT;

RECALLING the minute taken on July 13th 03 when Mr Jean-Paul LAWRENCE TAMPU-EYA, Mr Marcel Nduli MBUIMA, Mr Jose MUKANGA, Ms Rose Tshala TSHIBENJI, Ms Melanie SANZAY-NGAYE, Mr Leon MALEKANI, Mr Jean-Louis NGAMUNA and Ms Felicia KIWISA MULWEMI met for the first time and decided to establish a non-profit charitable organisation called the Central Africa’s Rights & AIDS (CARA) Society;

EMPHASISING that CARA SOCIETY, which shall be governed by the law of England and Wales, has its temporary address at 41 Tower Court, Clapton Common, LONDON E5 9AJ and the Management Committee has the discretionary powers to change the Society’s name and address at any time;

HAVE HEREBY AGREED TO THE PRESENT CONSTITUTION;

I. PRINCIPLES AND VISION STATEMENT
CARA's principles and vision statement include:

I.1. promoting health, education, social development and other charitable purposes such as advise, advocacy, information, referrals, immigration and welfare advise, drug misuse awareness, neighbourhood initiatives, community development, translation, interpretation, research and family mediation.

I.2. involving service users, especially those who are disadvantaged like disabled, older, children and young people, in the planning of services and improving the welfare of all the public.

I.3 empowering disadvantaged communities and all aliens to understand and integrate into the British society successfully and enabling African immigrants to understand British social policies very well in order to find ways of implementing them into the community.

I.4. valuing diversity, collaborative working/sharing of best practices, resources and providing training for professionals working with Central African community and helping in the rehabilitation of offenders and other disadvantaged disabled, old and young people; women victims of domestic violence and those who are pregnant and new mothers.

II. OBJECTIVES
The objects of CARA SOCIETY shall be:

II.1. to relieve financial hardship by giving advisory and other services such as money, food, clothing and housing to asylum seekers, refugees, offenders and those suffering from disabilities, sickness, old age, and joblessness;

II.2. to promote health and the relief of sickness of persons with diseases such as HIV/AIDS pandemic, STDs, cancer, etc. and those suffering from the effects of physical, mental and learning disabilities through education, prevention awareness campaigns, access to medical facilities, support and the pursuit of healthy recreation, e.g. sport;

II.3. to advance education of the public by providing educational advisory and other services to parents/guardians and those in schools, colleges and universities, i.e. by setting up children’s playgroups, parents/schools committees, research groups, work-related training, and proving links with job agencies;

II.4. to work with disabled*, older, disadvantaged and other vulnerable people including children and young people aged up to the age 19 and those, especially from ethnic minority communities, who have little money, mostly discriminated and isolated from activities that are available to others, i.e. by improving their quality of life, tackling isolation by providing them with access to a range of opportunities. Further, supporting disabled, older, children and young people in their many stages of developments by involving them, parents and local residents in activities such as increasing social and leisure opportunities; tackling poverty and its effects; encouraging health and fitness; enabling and giving them greater choice and control in play projects, activity programmes, family support, youth work scouts, guides and other uninformed groups; increasing volunteering opportunities; strengthening/supporting community activities; and breaking down barriers that isolate them from each other and from their communities;

II.5. to create solidarity spirit (team) between its members and raising people’s awareness about policy development in the UK and establishing a network and twinning between African and British people;

II.6. to establish or to secure the establishment of a community centre and to maintain and manage, or to co-operate with any local statutory authority in the maintenance and management of such a centre for activities promoted by CARA SOCIETY and its constituent bodies in furtherance of the above objects.

III. POWERS
In addition to any other powers, which the Management Committee has, CARA SOCIETY may exercise the following powers in furtherance of its objectives:

III.1. power  to raise funds and to invite and receive contributions by any lawful means;

III.2. power to accept gifts for any purpose connected with its objectives;

III.3. power to establish a network with other community groups with charitable aims, voluntary organizations and statutory bodies to exchange information and advice;

III.4. power to buy, take on lease or hire any property necessary for the achievement of its objectives and to maintain and equip it for use;

III.5. subject to any consents required, power to sell, lease or otherwise dispose of all or any part of the Society’s property subjects to complying with the restrictions on disposals imposed by section 36 of the Charities Act 1993, unless the disposals is excepted from these restrictions by section 36(9)(b) or (c) or section 36(10) of that Act;

III.6. power to borrow money and to mortgage all, or any part of its property, as security for repayment of the money borrowed, subject to complying with the restrictions on mortgages imposed by section 38 of the Charities Act 1993;

III.7. power to invest the funds of the society in any of the investments for the time being authorised for the investment of charity funds.

III.8. power to do anything lawful which is necessary for the achievement of its objectives.

IV. MANAGEMENT COMMITTEE
IV.1. The business of the Society shall be conducted by the Management Committee whose Officers shall be the President, Deputy-President, General Secretary and Treasurer; and such Assistant Secretaries and Treasurers as the Management Committee may appoint. The President, General Secretary and Treasurer shall be elected at an Annual General Meeting (AGM). They shall retire each year at the AGM, but shall be eligible for re-election or re-appointment. Officers shall normally assume office at the end of the month of the AGM at which they were elected.

IV.2. The Management Committee shall consist of not less than five nor more than twenty members, with full voting rights, who shall be elected at the Annual General Meeting, being:

• the President or the Chairman: S/he is elected by the general assembly and has vested powers to constitute the ruling team.  S/he chairs the meetings of the association;
• the Vice-President or the Vice-Chairman: S/he is in charge of the group and automatically replaces the President in case of the unexpected;
• the General Secretary: S/he is the chief administrator and takes down minutes and produce reports;
• the Treasurer: S/he is in charge of all finance of the group and makes monthly report;
• the Account officer: S/he is in charge of collecting money from members for normal contribution.  In special circumstances, the account officer remains the sole the person in charge of collecting special contributions;
• Public Relations Officer: S/he is responsible for both internal and external affairs of the Society.  S/he is in charge of communication amongst members;
• Advisers: They take part in the Management Committee meetings and assist the group with innovative ideas and direction.

IV.3. There should be a quorum of the Management Committee when at least 3 members are present. Each member shall have one vote. In the case of an equality of votes the President shall have a second or casting vote.

IV.4. The Management Committee shall meet at least 4 times a year and its duties includes proposing to the Society for election, or re-election, the names of members to fill the offices of the President, Secretary and Treasurer and the names of four members as ordinary members of Committee. The names so proposed shall be circulated to members before the AGM, together with a list of the members of the Management Committee, distinguishing those due to retire under this Rule. Any member may put forward the names of any other eligible members in place of those on the list prepared by the Committee; such nominations shall be seconded by two other members and forwarded in writing to the Secretary at least one week before the date of the meeting. In each case, if no fresh nominations are received, the Management Committee's nominees will thereby be deemed elected. Otherwise election shall be by ballot at the meeting.

IV.5. Any vacancy occurring in the Management Committee, otherwise than by annual retirement, shall be filled by another member to be elected by the Management Committee, and the member so elected shall hold office only for the remainder of the period of office of the member whose place s/he takes.

IV.6. The Management Committee shall have the power to co-opt members of the Society to assist them with their deliberations. Members thus co-opted will have no voting powers on the Management Committee.

IV.7. The Management Committee shall keep minutes of any meeting and shall be responsible of all the Society’s records.

IV.8. The Management Committee shall be responsible for the keeping of accounts for the preparation of annual report and yearly financial report, which shall be put before the members at their Annual General Meeting.

IV.9. Except with the prior written approval of the Charity Commissioners no member of the Management Committee may:

• receive any benefit in money or in kind from the society; or
• have a financial interest in the supply of goods or services to the society; or
• acquire or hold any interest in property of the society, except in order to hold it as a member of the society’s Management Committee;
• be appointed to any office of the Society paid by salary or fees or receive any remuneration or other benefit in money or monies’ worth from the Society except provided that nothing herein should prevent any payment in good faith by the Society: (i) of reasonable and proper remuneration to any member, officer or servant of the Society (not being a member of its Management Committee) for any services rendered to the Society; (ii) to any member of its Management Committee of reasonable out-of-pocket expenses.

V. MEMBERSHIP
V.1. Membership is open to any individual, aged 18 or over, and organisations such as companies and other associations interested in Central Africa. Junior membership is open to young people below 18 but neither shall they be appointed to the Management Committee nor have the right to vote.

V.2. All members have the right to vote at the Annual General Meeting.

V.3. Every full Member has some obligations, which include:

• Assisting to events called by the group;
• Attending meetings/functions;
• Exercising her/his right to vote.

V.4. To join CARA SOCIETY members must fill an annually renewable application form and have paid an annual subscription (if any) as may be agreed by the Society’s membership.

V.5. Membership of any individual or organisation can only  be terminated:

• for good and sufficient reason; and
• after the individual or organisation concerned has been heard

VI. ACCOUNTS
VI.1. The Management Committee shall maintain a bank account in the Society’s name and cheques shall only be signed by at least two people. The Management Committee shall make regulations governing future signatories and the capital and income to the Society shall be devoted solely to the furtherance of its objectives, as stated above.

VI.2. The Management Committee shall comply with the accounting requirements of the Charities Act 1993, relevant to the income/expenditure level of CARA SOCIETY, with regard to:

• the keeping of accounting records of the society;
• the preparation of annual statements of account for the society;
• the auditing, or independent examination, of the statements of account of the society;
• the preparation of an annual report and the sending of it together with the statements of account to the Charity Commission;
• assets such as bank accounts shall only be in the name of CARA SOCIETY and not that of one or more member(s) of the Management Committee;

VII. MEETINGS
VII.1. There shall be a quorum when 10 or one third (whichever is the greater) of members are present and voting.
VII.2. Unless the Management Committee by a special vote determines otherwise, there shall not be less than two meetings in each year, one of which, to be held in the period October to March, shall be the Annual General Meeting (AGM).

VII.3. The books of the Society shall be examined by Auditors who shall be elected for the ensuing year at the AGM.

VII.4. It shall be the duty of the Treasurer to prepare a Balance Sheet for the past financial year, which shall be duly signed by the Auditors and made available for inspection at the AGM.

VII.5. Every member shall have the privilege of introducing two visitors at each meeting of the Society, unless the Management Committee by resolution suspends this privilege for any particular meeting. The Secretary has full discretion to invite appropriate persons to meetings as guests of the Society.

VII.6. Notices of all meetings shall be issued to each member by the Secretary at the earliest possible date, and the programme of the meetings shall be sent out at least two weeks before each meeting.

VII.7. Special General Meetings shall be called within 14 days of a request being made by the Management Committee or at least where 10 members of the group have written to the secretary requesting such a meeting in order to resolve a matter of paramount importance.

VIII. AMENDEMENT OF CONSTITUTION
VIII.1. With the initiative of the Management Committee, this Constitution can be amended with the approval of the General Assembly.

VIII.2. The Management Committee may make rules to govern its own proceedings providing that they are not inconsistent with this constitution.

VIII.3. The Constitution may be amended by a resolution passed by not less than two-thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution setting out terms of the amendment proposed.

VIII.4. No amendment may be made to this Constitution without prior consent in writing of the Charity Commissioners or in any manner that shall cause the Society to cease to be a charity at law.

VIII.5. The Management Committee must:

• promptly send the commissioners a copy of any amendment made; and
• keep a copy of any such amendment with this constitution.

IX. DISSOLUTION
IX.1. The Society may be dissolved at a general meeting by agreement of two thirds of its members present and voting.

IX.2. In the event of dissolution, members of the Management Committee shall be responsible for the winding up of the affairs of the group.

IX.3. In the case of dissolution for any reason, the surplus funds remaining after satisfaction of debts and liabilities shall not be distributed among the members but shall be paid or transferred to some other institute or institutions, having objectives similar to those of the Society and which shall prohibit the distribution of its or their income and property among its or their members. Such a charitable institute or institutions shall be determined by the members of the Society at or before the time of dissolution and if effect cannot be given to such provision, the surplus funds shall be devoted to some charitable object or objects.

X. ADOPTION AND SIGNATURES
This constitution was adopted at a public meeting held on October 2nd 2003 in London.

Name:                                                                       Signed:

President: Mr Jean-Paul LAWRENCE TAMPU-EYA, BA, LL.B., LL.M., PhD (Res.).

Vice-President: Mr Marcel Nduli MBUIMA

General-Secretary: Mrs Marthe MUNSHIE-LEPIORI

Assistant-Secretary: Ms WENAMO LOMBO

Treasurer: Jose MUKANGA

Assistant-treasurer: Ms Kiwisa MULWEMI

Public Relations Officer: Mr Jean-Louis NGAMUNA

Account Officer: Ms Melanie SANZAY-NGAYE

Advisers:

Mr Leon MALEKANI

Mr Robert MASASA

Ms Rose Tshala TSHIBENJI

Mr Doudou MPANDI NDEMBI

The above signatories have agreed to be members of the Society’s Management Committee in the year 2003-2004.

* Disabled people shall include those with physical and sensory disabilities or  people enduring mental health problems; learning disabilities or life threatening illnesses.