Article I. PREAMBLE: We the members of THE VICTORIA FOUNDATION (TVF) do hereby establish this constitution to promote sustainable development based on cooperation and mutually supportive environmental and economic policies.

Article II. MEMBERSHIP:

Section 1. To ensure all present and future members of TVF receive fair and equal treatment, TVF shall comprise of Patrons, Volunteers, Mentors, Committee Members and Board of Directors.

Section 2. All members are subject to the regulations and By-Laws of this constitution and by joining the organization, will be deemed to have accepted these regulations and codes of conduct that the organization has adopted.

Section 3. Eligibility of membership, appointment of committee members and election of directors shall not be limited to professional status, sex, gender identity, tribe, religion, etc.

Section 4. The organization shall have no rules or policies that discriminate on a basis of professional status, sex, gender identity, tribe, religion etc.

Section 5. Politicians are welcome on board as patrons and shall have all basic membership privileges except for the right to vote or hold office.

Section 6. The responsibilities of all members shall include but not limited to attending meetings, participating in events, and sourcing monthly donations for the organization.

Article III. DIRECTORS AND DUTIES:

Section 1.

The Founder is the President and Chairperson of the Board of Directors. In her absence, the Vice President shall be the head of the board.
Directors of the Board shall be the President, Vice President, Human Resource Manager, Public Relations Officer & Assistant, General Secretary, Treasurer, Project Manager, 2 Field Managers and Organizer/Social Media Manager & Assistant.
In the event of permanent incapacitation, resignation, or removal from office, the line of temporary succession shall be as follows: President, Vice President, Human Resource Manager, Public Relations Officer & Assistant, General Secretary, Treasurer etc.
All external communications must be approved by both the Public Relations Officer and the President.
The Election Committee, Interim Directors and Board of Directors carry one (1) vote each but in the case of a tie, the Founder has the casting vote.
All decisions made shall be adopted on the vote of 2/3 of those present and voting physically or virtually at an Annual or Special General Meeting.
The term for all Directors is two years commencing at the Annual General Meeting, following which they may be re-elected for five additional successive terms.
Elections will be held in the month of October before the end of the two-year term.
There will be a two-month transition period where Directors will train and coach newly elected Interim Directors into their new roles.
An Interim Director is a candidate whose nomination has been accepted by the Board and is awaiting confirmation in December of the year all current terms end.

Section 2.

12-Member Board of Directors.

President and Chairperson: He or she is the main point of contact between the Board of Directors and the public and will be making major corporate decisions for the organization. His or her main responsibility will be to preside over all Annual General and Special meetings and oversee all the activities of Directors. He or she will be implementing the vision and mission of the organization as it is his or her responsibility to ensurethe organization follows its mission and vision, among other things. The President and Chairperson will report to the Founder if applicable.

Vice President: The Vice President is the President’s right hand. He or she will continuously keep close contact with him or her and will assume the role of the President in his or her absence. He or she will coordinate with the other Directors to report accurately to the Founder but, in the absence of the Founder, the Vice President will report to the President. The Vice President must send a detailed monthly report on all Directors to the President not later than the last day of each month with receipts if applicable.

Human Resource Manager: He or she is appointed by the President. Human Resource Certificate is an asset but not a requirement. He or she will be responsible for recruiting new members, orientations, compliance, workplace safety, training, career path training and development, and any other tasks assigned by the President. Some of his or her day-to-day activities include interviewing prospects, handling employee concerns, completing monthly reviews with directors, administering compensations and company programs, amongst others. The HR Manager will be responsible for sending TVF’s orientation package to newly elected and/or appointed directors. This package will have all information outlining director duties and responsibilities. The HR manager is also responsible for disciplinary actions up to and including termination of any member. He or she must send a quarterly report and will report directly to the Founder or the President.

Public Relations Officer (PRO) & Assistant: The PRO must build the TVF brand by shaping and framing the public perception of the NGO. He or she must help relay and clarify the organization’s point of view to the audience through press releases, interviews etc. Their day-to-day activities will be to create publicity campaigns, communicate with media houses and minimize the effect of any negative publicity that may arise. The Assistant PRO will oversee all our social media content and assist the PRO with all assigned duties relating to public relations. The Assistant PRO must adhere to all the rules and regulations of the social media platforms we use. He or she will also liaise with external stakeholders such as digital agencies and social media influencers. The Assistant PRO’s day-to-day activities will be to keep our social media pages active by monitoring, engaging, and growing our online community through best-practice community management. The Assistant PRO will report to the PRO and the PRO will report to the President. The PRO must send a monthly report to the President not later than the 25th of each month.

General Secretary: The General Secretary’s role includes the taking of minutes at every meeting, maintaining communication between the Directors and the Members of the organization, and keeping all member-activity records. He or she will prepare a yearly report in December of all the organization’s activities, including the Annual General and Special meetings. The General Secretary will report to the Vice President. The President or Vice President may assign other tasks to the General Secretary and he or she must send a monthly report to the Vice President not later than the 25th of each month.
Treasurer: Whoever assumes this position should have a sound financial background. The Treasurer will keep the Directors and Members informed about the organization’s financial activities. He or she is responsible for preparing the annual budget after consulting the other Directors and will monitor and report on the organization’s budget. He or she is responsible for the collection and depositing of funds into the organization’s accounts and will report directly to the President. He or she must send a monthly report to the President not later than the 25th of each month.

Project Manager: He or she must plan and develop new projects each month. Prior to the commencement of each project, the project manager must send a clear vision to the Board of Directors and the benefit of that project to the communities we serve. During an on-going project, he or she must monitor the progress of the project, create a schedule, set deadlines for the team, and execute each phase while managing the organization’s budget. He or she will also be responsible for evaluating project performance and must follow up with communities after the projects are completed. He or she must update all members of the organization after each successful project and must also send a monthly report to the Vice President not later than the 25th of each month.
Lead Field Manager & Assistant: The field managers’ day-to-day operations will be to complete feasibility studies on all our upcoming projects. A feasibility study is a comprehensive evaluation of a proposed project to determine whether the project is likely to succeed. They must visit the community, speak with the Assembly Man, Chief, Headmaster, Headmistress etc. about the organization’s intent to help the chosen community or school and report back to the team. During the project, he or she must visit the work site, inspect, and evaluate the performance and activities of the workers and/or contractors and provide feedback to the team. He or she will report to the Project Manager and must complete all tasks assigned by the Project Manager. No monthly report is required from all field managers.

Organizer & Assistant: The organizer willbe responsible for organizing events, getting members involved in those events, and disseminating information through the entire organization. The Organizer will have an assistant to help him or her with some of the field work. He or she must develop and implement new social media strategies to increase our online presence. The assistant organizer will report to the Organizer and the Organizer will report to the Vice President. The Organizer must send a monthly report to the Vice President not later than the 25th of each month.

Section 3.

Eligibility of all Directors must be agreed on by the Election Committee and/or Board of Directors and must be added to the organization’s final report in December. Furthermore, appointment of Directors, term of office for them among other things should also be agreed on by the Interim Committee and/or current Board of Directors.

Article IV. FORMATION OF TVF COMMITTEES:

Section 1.

Board of Directors: The Election Committee, Interim Directors and/or Board of Directors will elect a 12-Member Board of Directors in the month of October of the year a term ends.

Section 2.

The following Committees shall be established by the Board of Directors:

Election Committee: This committee is the highest election body for all the organization’s elections. The committee shall have large degrees of responsibility throughout the election process, and they shall comprise of the Founder, Human Resource Manager and one person appointed by the President. Members of this committee are not permitted to stand for elections as they will assume responsibility for different parts of the election process according to their position within this committee. The Election Committee is an independent body, and its members cannot serve on any of the other committees.

Election Administrators: They are the highest supervisory authority of the process and will be responsible for financial budgeting for the elections, vetting candidates, checking voter eligibility, authenticating eligible voters, and announcing the electoral results. Application for the various offices is open to all members of the organization. Interested persons are encouraged to apply and must send in their application by the given deadline. TVF welcomes and highly recommends the suggestion of ideal candidates for various offices. In addition, he or she will document the voting process to ensure nobody votes twice. In the absence of Election Administrators, the Founder will assume this role.

Election Observers: The Election Observers will supervise all proceedings, conduct, and document the counting of votes as well as draw up the final record of votes. In the absence of Election Observers, the Founder will assume this role.

Finance Committee: The members of the Finance Committee shall comprise; the Treasurer of the organization as Chair, the President, the immediate Past President (If Applicable), and up to three members of the Board of Directors to be appointed by the President.

Welfare Committee: This committee shall comprise of the Vice President as its Chairperson, The HR Manager and one other member appointed by the President. The Welfare Committee, so established, shall perform, and encourage activities as may be prescribed by a resolution of the organization towards the welfare of members such as recreational activities, networking, food donations etc. which are not inconsistent with this Constitution.

Audit committee: At the beginning of each fiscal year, The Board of Directors shall appoint a 2-Member in-house Audit Committee to audit the financial transactions from the previous year and provide its report to the organization. The report provided by the Audit Committee will be circulated to all the Directors at least thirty days before the Annual General Meeting.

Communications Committee: This committee shall comprise of the Public Relations Officer, as its chairperson, Organizer / Social Media Manager and one other member appointed by the President. This committee serves to coordinate communications between the organization, its members, and the public on matters central to the vision and mission of the organization. The committee will also be responsible for managing all the organization’s media, including social media, and other duties assigned by the President.

Disciplinary Committee: This committee shall comprise of the HR Manager, as its chairperson, the President, Vice President, Public Relations Officer, Project Manager, and the Lead Field Manager. They must conduct hearings on matters related to alleged misconduct, incompetence and/or breaches of discipline within TVF to determine if the member is guilty or not. This committee is authorized to conduct disciplinary proceedings, to settle charges, to impose sanctions and/or to hear appeals if necessary. More than 50 percent of the established committee members must be present to form a quorum.

Other Committees: The Board of Directors shall form other Committees from time to time as they deem fit.
Section 3. The term of all Committee members is two years commencing at the Annual General Meeting, following which they may be reappointed by the Founder and/or President for five additional successive terms. All the committees shall report directly to the President and will provide written reports and presentations to him or her at end of each quarter.

Article V. SUCCESSION OF DIRECTORS:

Section 1. In the event of permanent incapacitation, resignation, or removal from office, the line of temporary succession shall be as follows: President, Vice President, Human Resource Manager, Public Relations Officer & Assistant, General Secretary, Treasurer etc.

Section 2. Upon the vacancy of any office, a new candidate must be elected at a Special General Meeting or at the next Annual General Meeting by The Election Committee and/or Board of Directors.

ARTICLE VII. MEETINGS:

Section 1.

Project Meetings will be held weekly or bi-weekly either physically and/or virtually via any channel deemed proper.

Monthly Meetings will be held on the 28th of each month either physically and/or virtually via any channel deemed proper. This meeting will be rebooked to either the weekend before or the weekend after the 28th, whichever one is closest to the end of the month, if the 28th falls on a weekday.

Annual General Meetings will be held once per calendar year and the physical presence of all Board of Directors & Members are encouraged.

Special General Meetings will be held to address matters that are urgent and/or cannot wait until our next Project Meeting or Annual General Meeting.

Section 2.

To conduct business at any meeting, more than half of the entire voting members must be present to form a quorum.

Section 3.

Special General Meetings may be called by any combination of two of the Board of Directors. Notice of such meeting must be communicated to all members at least 24 hours before the meeting.

Section 4.

The Project Manager and/or Vice President will chair all Project & Monthly Meetings and the General Secretary must send all the meeting minutes to the Board of Directors and the President not later than 24 hours after the meeting.

Section 5.

The President and/or Vice President will chair all Annual General Meetings and all minutes from all the committees must be sent to him or her not later than 48 hours after the meeting.

Section 6.

All directors are required to attend meetings on time and must provide at least a week’s written notice to their direct leader if unable to attend with a tangible reason.

Section 7.

It is the responsibility of the General Secretary to take minutes at all meetings. In his or her absence, the Vice President will assume this role temporarily.

Article VII. FINANCE:

Section 1.

TVF shall be financed from the following:

• Levies, donations, and/or voluntary contributions from members.

• Fund-raising activities of the organization.

• Other legitimate sources.

Section 2.

All funds accruing to the organization shall be used only to further the organization’s objective(s).

Section 3.

The organization shall cause a current account to be opened in its name into which all monies shall be lodged.

Section 4.

The signatories to TVF’s Bank Account shall be the Founder, the President, the Vice President & The Treasurer. In the absence of the Founder, the President (In his/her absence, the Vice President), and the Treasurer (In his/her absence, the General Secretary) shall be signatories to the account. In the absence of all the directors, the Founder of TVF can be the only signatory to the bank account.

Section 5.

The Treasurer shall keep proper books of accounts and these books must be audited at least once a year by the Audit Committee.

Section 6.

The fiscal year of the organization shall be from January – December and the Financial Committee will ensure the organization stays within budget.

Article VIII. AMENDMENTS:

Section 1.

Proposals for amending this Constitution must reach the General Secretary at least three months before the beginning of the Annual General Meeting.

Section 2.

The General Secretary must distribute the proposed changes to all members within two weeks of receipt of the proposals.

Section 3.

All amendments to this Constitution shall be adopted on the vote of 2/3 of those present and voting physically or virtually at an Annual or Special General Meeting.

Section 4.

The Constitution is of full force and effect when it is adopted by a majority vote of the regular members present at the Annual or Special General Meeting of the Organization provided the Board of Directors work under such amendments until the amendments are ratified at a duly called Annual General Meeting.

Article IX.

$5/5Ghc GLOBAL MOVEMENT:

The “$5/5Ghc Global Movement” is a movement under THE VICTORIA FOUNDATION (TVF). The Founder of TVF and some of the moderators of the EkorsoGH Club on the Clubhouse App in 2021 realized that after having numerous discussions on present social issues in Ghana, one of the ways for change was to be a part of the solution. They collectively decided to use their skills and the knowledge acquired whilst living abroad to give back to communities in Ghana. The Founder of the EkorsoGH Foundation (Now TVF) proposed a $5/5Ghc Global Movement to bring awareness to some of the socio-economic issues and to pilot some of the projects they plan to undertake with the funds raised.

Article X.

BY-LAWS:

Directors of The Victoria Foundation (TVF) may enact such Bi-Laws as it deems necessary for the administration and governance of the organization in accordance with its objects and mandates. The By-Laws set out and govern the day-to-day operations of the organization and, as such, they are intended to be flexible documents which respond to the changing needs of the organization.

All By-laws enacted, amended, or repealed by the Directors are effective immediately, but are subject to ratification by the members of the organization at the next Annual General Meeting or Special General Meeting following the passing or amendment of the By-Law by The Victoria Foundation Directors.