The core working group of Bhutan Kidney Association met last Sunday and completed drafting PREAMBLE and Articles of Association. Following are Preamble and Articles of Association draft:
Bhutan Kidney Association
Articles of Association
Preamble
Inspired by His Majesty’s guiding philosophy of Gross National Happiness,
Influenced by the desire to contribute towards balanced need for spiritual and material growth to build a compassionate society,
Moved by the increasing number of chronic kidney failure, blood pressure and diabetic patients and their commitment to help their fellow patients,
Realizing the need to support all kidney patients through proper counseling and providing appropriate facilities/resources,
Recognizing that all the kidney patients have the abilities to share equal responsibilities in socio-economic development of the country,
Mindful of the fact that all the kidney patients cannot always expect the support of government, their family members and friends for their living,
Considering the fact that kidney patient organization to become self-sustaining and independent in the long-run,
Keeping in view the need to enhance the quality of life and capabilities of all Bhutanese kidney patients regardless of age, sex and ethnic background,
And realized that the necessary material and technical support can be raised both within and outside the country,
We, the Board members, under the patronage of Her Royal Highness Ashi Kezang Wangmo Wangchuk, hereby establish the ‘Bhutan Kidney Association’, the purposes and deeds of which shall be guided by these ‘Articles of Association’. These Articles of Association shall govern and provide legal and institutional framework for the planning and implementation of policies and programmes designed to meet the objectives of Bhutan Kidney Association which are set forth in Article II, below:
ARTICLE 1: TITLE, COMMENCEMENT AND EXTENT
1. This document shall be known as the Article of Association of Bhutan Kidney Association (“Articles”).
2. The Articles shall become effective from the date of approval of the association and shall continue till it is amended.
3. The Bhutan Kidney Association shall be hereby called Association for the purpose of this document and shall operate within Bhutan with its principal office in Thimphu, Bhutan.
ARTICLE II: PURPOSE, OBJECTIVES AND SCOPE
Vision:
To support and improve health conditions of all kidney patients in Bhutan through comprehensive promotion, prevention and curative measures thereby contributing to Gross National Happiness.
Mission:
The Association is committed to ensure quality health services for all kidney patients in Bhutan through appropriate facilities and necessary interventions so that they can equally contribute to socio-economic development of the country.
Objectives:
The following objectives shall help the Association realized its mission set above:
1. To promote overall well being of kidney patients through awareness and advocacy on healthy diet, exercise, sports, avoidance of tobacco and alcohol
2. To educate the community on kidney related diseases and facilitate early detection of the diseases through health screening programmes
3. To ensure all kidney patients have easy access to high quality and affordable care and rehabilitation services
4. To collaborate and coordinate with relevant agencies both within the country and abroad for exchanging resources and conducting periodical research studies on kidney related diseases
5. To raise funds and facilitate financial support for kidney patients and their families, especially the underprivileged
6. To establish renal transplantation programme in Bhutan as well as to promote and facilitate organ donations
The beneficiaries of the Association are limited to all kidney-related patients, their family members and the organizations that cater to the need of the kidney-related patients or which otherwise meet the goals and objectives set forth in this Article.
ARTICLE III: FUNDING SOURCES AND ASSETS
The Association’s assets shall be created through voluntary contributions, grants, donations and any other means in keeping with the laws of the country. All foreign donations, contributions and other funds shall be routed through appropriate financial institutions of Bhutan. The dividends, income and earnings on the Association’s assets and the profits from the sale or lease of properties shall also be part of the Association’s funds. The funds provided by the Association shall not be used for private or for personal benefits.
ARTICLE IV: TAX EXEMPTION
1. As a non-profit non-government organization (NGO) committed to the service and well being of all kidney-related patients in Bhutan, shall be exempted from all national taxes on any income or donation received as a contribution as well as investments of the Association’s funds.
2. Any tax entity in Bhutan shall be allowed to make donations to the Association as tax-deductible expenditure.
3. The Association shall also be designed and operated in such a manner that it qualifies for exemption or deduction from income tax on funding support obtained from any country.
4. The Association shall be designed and operated in a manner that it qualifies for exemption or deduction from the taxes of any country in which the Association manages or invests its assets.
ARTICLE V: BOARD OF TRUSTEES AND OFFICERS
1. The operation of the Association shall be guided and directed by its Board of Trustees.
2. The Board of Trustees shall comprise five members that shall be chosen from among the interested, committed and capable Renal-Allograft Recipients and organ donors, supported by the parents of kidney-related patients and friends and well-wishers.
3. The members to the Board of Trustees shall be appointed by the Patron for a term of five years.
4. A member of the Board of Trustees may be reappointed to serve only two consecutive terms.
5. A member may be relieved from the Board by the Board of Trustees on the basis of consensus reached among other members of the Board.
6. The Board of Trustees shall elect a Chairperson, a Secretary, and a Treasurer from among themselves. The Secretary may also be the Executive Director of the Association.
7. The responsibilities and remuneration of the Executive Director and the Treasurer shall be approved by the Board of Trustees.
8. In the face of a Trustee’s resignation, termination, death or inability to serve, a replacement shall be appointed by the Board of Trustees for the remaining term.
9. All the members of the Board of Trustees shall assume their responsibilities and obligations as set forth in the Civil Society Organizations Act of Bhutan.
ARTICLE VI: DECISION MAKING AND QUORUM
1. A Quorum shall be formed by a simple majority of the full membership of the Board of Trustees.
2. The decisions of the Board of Trustees shall be based on the simple majority of the Board of Trustees present and voting, unless the amendment of these Articles of Association shall require unanimous agreement among all the members of the Board of Trustees or specified otherwise in this ‘Articles of Association’.
3. The Board of Trustees shall meet at least once every six months but the Chairperson of the Board can arrange special meeting at the request of or in consultation with other members of the Board. The Board of Trustees shall be notified of regular and special meetings at least two weeks earlier by the Secretary. If necessary, the Secretary shall circulate the agenda for the meeting among the members of the Board of Trustees at least one week prior to the meeting. However, these notice requirements may be waived off upon reasonable cause by the Board of Trustees present at the meeting with a written waiver, executed before or after the meeting by absent members.
4. The members of Board of Trustees may use teleconferencing and other related means of communication to participate in a board meeting as long as all other members participating in such a meeting can communicate effectively. While participating through such means can constitute physical presence in the meeting, it is not encouraged as a normal practice.
5. Any special decision to be made in the board meeting by the Board of Trustees may be taken without a meeting if all the members entitled to vote on the issue provide written consensus which shall then be filed with the records of the board meetings. Such a consent shall be counted as a vote at the meeting. In case of equal “Yes” and “No” votes, the matter shall be left up to the decision of the patron.
6. The Secretary shall prepare and circulate the minutes of the meeting to all the Board members prior to its next meeting and the minutes shall be adopted in the subsequent meeting.
7. The chairperson shall preside over the Board meetings although the vice Chairperson or the senior most member shall chair in his absence.
8. The Patron shall be kept informed of the decisions of the Board as well as other affairs of the Association by the Chairperson.
ARTICLE VII: POWERS AND DUTIES OF THE BOARD OF TRUSTEES
1. All decision-making powers of Bhutan Kidney Association are vested in its Board of Trustees.
2. The Board of Trustees shall be fully responsible for the overall management of the Association and shall authorize the Executive Director to look after the management of daily affairs of the Association.
3. The Board of Trustees, Advisory Committee, and Executive Committee members collectively called the ‘Association Personnel’ shall be governed by the following code of conduct:
a) They shall respect all aspects of culture, identity, values, faith, indigenous knowledge and customs;
b) They are expected to provide cause effective services and be responsive to the needs of the economically disadvantaged sections of the society;
c) They shall plan, implement, monitor and evaluate the social services and activities of the Association in a fair and transparent manner involving the concerned people;
d) They shall ensure greater transparency and accountability in all their activities and dealings with other parties such as the Association’s donors, community partners, the public and other interested parties; and
e) They shall be totally fair in framing and implementing policies and procedures of the Association.
4. The Board of Trustees shall approve the work plan for the project activities and the estimated budget for the implementation of those activities for the next financial year on an annual basis at a Board meeting particularly scheduled for this purpose. The Board of Trustees shall also authorize the Executive Director to withdraw and disperse the Association’s funds based on the approved work plan and to take other necessary actions to implement it.
5. The limits of authority for the Association’s employees to expend the Association’s funds shall be defined by the Board of Trustees.
6. The annual accounts of the Association prepared as per the Financial Rules and Regulations of the Royal Government of Bhutan shall be reviewed and approved by the Board of Trustees which shall be incorporated in the Annual Report by the Board. The Annual Report shall contain detailed information of the Association’s progress and activities for that year and other details, if any, required the Board of Trustees or the Civil Society Organizations Authority.
7. The Executive Director shall be authorized by the Board of Trustees to appoint or designate foreign individuals or groups as members of the Advisory Committee in the interest of the Association.
ARTICLE VIII: MANAGEMENT OF THE ASSOCIATION
1. The Executive Director shall be responsible for the daily management of the Association as per the powers and responsibilities prescribed for the position by the Board of Trustees.
2. The Authority to recruit and discharge the Associations employees shall vest in the Executive Director who shall act according to the guidelines issued by the Board of Trustees.
3. The Executive Director shall have the power to implement all programmes approved by the Board of Trustees inline with the guidelines established by the Board, and shall be held accountable for the proper use of funds allocated for the Association. Specifically, the Executive Director shall be entitled for withdrawing and disbursing the Association’s funds base on the work plan and budget approved by the Board of Trustees as set forth in Article VII.
ARTICLE IX: FINANCIAL YEAR, DISBURSEMENT, AUDIT, ACCOUNTS, AND PROGRESS REPORTING
1. The Association’s Financial Year shall begin on 1st January and end on 31st December.
2. The Executive Director, based on the powers and duties delegated by the Board, shall make sure that proper records of income and expenditures of the Association are maintained as per the established financial norms and practices.
3. The implementing agencies and partners shall submit financial and technical progress reports to the Executive Director from time to time.
4. The Executive Director shall be responsible for preparing annual financial statements and work progress reports of the Association within the last six months of its financial year and submit them to the Board of Trustees for approval.
5. The annual financial statements of the Association shall be audited by the auditors recognized by the Royal Audit Authority who shall be in turn provided access to the accounts and other financial documents by the Executive Director to complete the auditing process.
6. The Executive Director shall prepare the annual progress report of the Association and submit it to the Board of Trustees along with the audited financial statements. The progress report shall be approved by the Board before being made available for public circulation.
ARTICLE X: MERGER, CONSOLIDATION OR DISSOLUTION
1. The Association may merge or consolidate with another Civil Society Organization established under the Civil Society Organizations Act of Bhutan which has similar objectives only with the approval of a vote of two thirds majority of the Board of Trustees.
2. The Association may be terminated or dissolved only after approval by a vote of two thirds majority of the Board of Trustees.
3. In the event of termination or dissolution of the Association, the Advisory Committee members shall be consulted to decide on the use of the remaining assets of the Association for the benefit of the kidney-related patients of Bhutan.
Done on the 3rd day of the 1st month of the Iron Female Rabbit year of the Bhutanese calendar corresponding to 6th of February, 2010.
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