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By-Laws & Amendment

INTRODUCTION TO GCVSI.

Geriatric Care and Vulnerable Support Initiative (GCVSI) is a US 501 © 3 nonprofit, non-governmental, and a professional humanitarian organization with a special consultative status with the United Nations. GCVSI is equally exist or have implementing partners in different countries such as Canada, Nigeria, and Cameroon. People from colours, race, beliefs age gender and nationalities different continents and countries around the world can join the GCVSI global mechanism aimed at building a safe for all mankind.

GENERAL ASSEMBLY,

STRUCTURE: The governing body of the GCVSI is the General Assembly. The Executive Board consists of a Board of Directors, Members of the Advisory Council and Legal Adviser. The Management Committee is responsible for the day-to-day running of GCVSI. The General Assembly is convened by the Board President at least once every year suitably at the end of the fiscal year. The business of the General Assembly may be conducted electronically to ensure broader participation of members, with sufficient time for members to read, consider, and vote on matters for decision. Membership registration and revalidation is at the rates annually, based on the individual’s category and region.

MEMBERSHIP: 

The Organisation maintains individual memberships and opens for any individual who meets the inclusion criteria, which are as follows:

a.      Must accept the vision and mission of GCVSI;

b.      Must not be convicted by any court of competent jurisdiction globally;

c.       Must be sane and of the right mental state;

d.      Must abide by GCVSI’s rules and regulations;

e.      Must not belong to any secret society or cult;

f.        Must be referred by an existing member;

g.       Must be 18 or above at the time of becoming a member.

QUORUM AND PROCEDURE: 

Deliberations of the General Assembly shall be valid at an ordinary and an extraordinary session when a quorum of at least ten percent of the members entitled to vote are either present or represented by proxy. Should it be impracticable to reach a quorum within the space of an hour after the General Assembly has convened, the latter shall be adjourned for twenty-four hours, and the members present at this adjourned meeting shall constitute the quorum regardless of their number. A consultation by electronic means or post shall be valid if a quorum of at least twenty percent of the members replies and votes. The decisions of the General Assembly shall be made based on a simple majority of votes cast. Modification of the Constitution-Approved by GCVSI in 2016. 

VOTING RIGHTS AND PROXIES: 

Qualification for voting, and the apportionment of voting powers in the General Assembly is laid down in the 2016 constitution. Voting by proxy is authorized. 

COMPOSITION OF EXECUTIVE BOARD:

The Executive Board shall be composed of Board of Directors and Members of the Advisory Council who both have equal voting rights on all resolutions. The Legal Adviser shall be appointed by the Executive Board Secretary and confirmed by the Executive Board. Positions at the Executive Board shall henceforth be the following eight (8) positions as stated below, amongst which only the first two (2) positions are subjected to an election and can be occupied by any member of the Executive Board, other than the the Executive Board Secretary position which is automatically reserved for the Vision bearer / founder of the organization.

  1. Board President
  2. Vice Board President
  3. Board Secretary
  4. Director of Finance
  5. Director of Strategy and Programs
  6. Directors of Research 
  7. Directors
  8. Legal Officer

 

DUTIES OF EXECUTIVE BOARD MEMBERS:

Board President: 

  1. Shall collaborate with the Executive Board Secretary to summon the bi-annual Executive Board Meetings.
  2. Shall precedes over planned or emergency board meetings.
  3. Promotes organizational progression at the Board levels by enhancing board membership participation and commitments.
  4. Precedes over the Annual General Assembly Meetings.
  5. Promotes conflict resolution within and outside the Executive Board.
  6. May represent the organization during high level advocates with relevant functions concerning governments or International Development Partners.
  7. May be briefed on very special or important activities by the Global Executive Director that needs his attention. 
  8. Shall be committed to the organization like every other Executive Board Member.

Vice Board President:

  1. Shall oversee the affairs of the Executive Board in the absence of the Board President
  2. May perform any other task as delegated by the Executive Board President.

Board Secretary

  1. Shall take meanings of Annual General Meetings;
  2. Shall put forward the write-up for the convening of all meetings as approved by the Board President;
  3. Shall equally write letters to designated entities as approved by the Executive Board;
  4. Shall be a signatory to the organization’s accounts;
  5. Shall represent the organization in all advocacy ventures or appoints a delegate.
  6. Shall appoint the election screening committee members;
  7. May represent the organization in external functions as approved by the Board;
  8. May be appointed by the Board President to perform any task.
  9. Must approve all external partnerships to be entered by GCVSI.
  10. Receives all anticipated resolutions from Executive Board Members;
  11. Shall sign all Annual Strategic policy plans or documents;
  12. Shall appoint a Legal Adviser and refer same to the Executive Board for confirmation;
  13. Shall be in custody with the organization seal and all relevant documents;

Finance Director:

a.      Shall provide financial advice to the Executive Board;

b.      Shall provide an annual financial report to the Executive Board

c.       Maybe a signatory to the organization’s accounts;

d.      May be appointed by the Board President to perform any task as deemed fit.

e.  Shall liaise with the Board President to file all required taxes;

f.   Shall ensure that the annual financial statement of affairs is developed within schedule;

g.  Shall comply with all directives from financial institutions as the case maybe. 

Director of Strategy and Programs:

a)      Shall head GCVSI strategic development plan at the Executive Board level;

b)      Shall do well to advise GCVSI Executive Board on Strategic partnerships;

c)      Maybe a signatory to the organization’s accounts;

d)      May be appointed by the Board Chairman to perform any task as deemed fit;

e.  Shall head most strategic committees;

Director of Research:

  1. Heads research and publications;
  2. Heads GCVSI’s consultancy services;
  3. May be a signatory to an account.

Directors:

  1. Participates in decision making processes;
  2. Votes on all resolutions;
  3. Participates actively in different committees;
  4. Participates in GCVSI professional Consultancy;
  5. Maybe signatory to the organization’s accounts.

Legal Adviser:

a.      Shall Provide Legal advice to the Executive Board;

b.      Shall represent GCVSI in any legal issues that may arise;

c.       May be appointed by the Board Chairman to perform any task as deemed fit.

The particulars of the Members of Advisory Council shall not be filed in any government agency or department on behalf of GCVSI because they were recruited as technocrats however, they shall enjoy the same privileges as the Board of Directors do and shall be informed and expected to join in all board meetings as stipulated by the organization’s procedure. They are expected to provide their wealth of experience, and expertise, and contribute towards the growth and development of the organization as the need arises, meanwhile, the organization shall only be financially committed to providing approved honoraria/allowances as program activities, training, conferences, and board meetings; hence their services are on pro bono bases. Modification of the Constitution-Approved by GCVSI in 2016. 

ARTICLE 8, ALTERATION OF THE GOVERNANCE STRUCTURE:

To this purpose, the General Assembly of GCVSI is governed by an Executive Board which was elected at the GCVSI Annual General meeting as laid down in Article 4 of the modified constitution of October 2016. On the 10th of August 2018, the entire Board of Directors voted anonymously in a resolution that certain technocrats should be recruited to join the Executive Board as Members of the Advisory Council, who shall enjoy the same privileges as the Board of Directors except for forwarding their particulars for filing in any government agency or departments on behalf of GCVSI. Consequently, the said resolution was equally unanimously approved by the General Assembly at the Annual General Meeting (AGM), with a recommendation that the Board President to recruit several technocrats he deems fit at the Executive Board level with due consultation with the rest of the member in a convened meeting. The process of recruiting the Members of Advisory Council shall begin with a formal letter of interest duly signed by the Board President, and the appointment letter shall spell out the intention and job description of each appointee. The appointed individual shall respond to the appointment in writing, stating whether he or she accepts or rejects the appointment. 

A member ceases to occupy a place at the Executive Board level if he is involved in the following:

  1.   If he/she is convicted by a court of competent jurisdiction in any part of the world
  2.  If he/she is declared bankrupt or fails to make payment for his statutory obligations;
  3. If he/she becomes mentally or physically incapacitated;
  4. If he/she can no longer perform or has been found wanting as considered by the rest of the Executive Board Members, his/her sack shall be recommended and must be approved by 2/3 majority of all Executive Board members;
  5. If he/she decides to resign from being an Executive Board Member;

NB

A letter of disengagement shall be sent to the member to officially disengage him from all Executive Board activities. However, such an individual may continue to be a member if he is financially up to date .

POSSESSION OF THE COMMON SEAL:  

The organization’s common seal shall be in the custody of the Board President who shall produce it when needed meanwhile all documents executed by the Executive Board shall be signed by the designated Executive Board Member and sealed with GCVSI common seal as laid down in the GCVSI constitution.

DISBURSEMENT AND APPLICATION OF FUND:

GCVSI has well-developed fund disbursement mechanisms as presented in a resolution in the 2016 Annual General Meeting (AGM) hence the following must be considered;

  1. That GCVSI shall maintain a bank account in all countries of legal operation and the Country Representative, a director or any high-ranking member or a Senior Management Committee Member shall be signatories to such as account. The main functions of a country-level account shall be for salary and daily operations.
  1. In the event of a grant project, the Country’s Management Committee Team cannot withdraw more than Ten ($10,000) US dollar equivalent without the approval of the Global Executive Director.
  2. Grants programs must be administered by trained financial experts according to the grant provisions.
  3. The Management Committee Team must ensure accurate financial documentation and reporting to the Global Executive Director.
  4. All receipts and payments must be documented and presented to the Global Executive Director for proper accountability and reporting to the Executive Board.
  5. The Country Representative and his team shall comply with all financial regulations in their countries of operations. 
  6. Annual declaration of all incomes and filing for the annual tax must be complied to strengthen accountability, fiscal responsibility, and transparency.

Approvals of funds in GCVSI are solely the function of the Executive Board under the leadership of the Executive Board Secretary in collaboration with the Director of Finance and other Executive Board Members relevant to the funds. The management Committee at the country level reports the day-to-day running of their offices and programs to the Global Executive Director, who then reports the global organizational management to the Executive Board Members through a bi-annual reporting system or at least annually, as agreed. Grants shall be administered according to the proposals or donors’ directives. 

AMENDMENT OF CONSTITUTION:

The various provisions of the GCVSI constitution shall only be amended following relevant constitutional provisions and shall be voted for at the Annual General Meeting. (AGM). The resolutions shall be presented to the Executive Board Members for consideration, and after due deliberations, they will be presented and discussed at the Annual General Meeting (AGM) and shall be approved by a 2/3 majority as By-Laws. The approved resolutions will be forwarded to the relevant government department for filing.