KHANA BY-LAWS
1. OVERVIEW OF KHANA

1.1.      Name of the Organization

The name of the organization shall be KHANA.

1.2.      Symbol of the Organization

The symbol or logo of the organization is a combination of an icon of four people in different colors (red, blue, purple and green) joining hands following by the organization’s name (KHANA) in Helvetica Neue with a tagline ‘United for a Stronger Community’ in Khmer or English in NIDA Sowanaphum underneath.

The icon on the top right hand side is the International HIV/AIDS Alliance partnership logo. This was developed by collaboration between Alliance Members and defines the Alliance as a global partnership and represents its core aims and values, as well as its unique and diverse nature.  In terms of Intellectual Property Rights, the “partnership icon” is owned by the Secretariat and licensed to Alliance Members.

 

 

 

1.3.      Status of the Organization

The organization is a Cambodian not-for-profit, non-partisan, non-governmental organization established to serve the public benefit.

1.4.      Date of Formation

The organization evolved from the activities of the International HIV/AIDS Alliance, began in mid-1996 and working through Pact Cambodia. The date of formation of KHANA is September 12, 1997. On April 11, 2000, KHANA was officially recognized as a local NGO by the Royal Government of Cambodia through its registration with Ministry of Interior.

1.5.      Location of the Organization

The organization shall be based in Phnom Penh, Cambodia. The address of the organization is:

No. 33 Street 71,

Sangkat Tonle Basac, Khan Chamkarmon

Phnom Penh

Kingdom of Cambodia

2. VISION, MISSION AND CORE VALUES

1.1.      Vision

KHANA aspires to a Cambodia where all people have equal access to quality HIV and health services, and development opportunities.

1.2.      Mission

KHANA’s Mission is to contribute to HIV and AIDS response, health, well-being and development of communities.

Particular emphasis is placed on:

·  Improving integrated HIV programming

·  Improving community health outcomes in relation to sexual and reproductive health, maternal and child health and tuberculosis

·  Supporting secure livelihoods

·  Strengthening management capacity and technical excellence in community HIV, health and development responses

1.3.      Core Values

KHANA’s work is guided by the following five core values:

· Efficiency and Effectiveness:     KHANA strives to at all times be professional, both process and results oriented, and strategic in our response to HIV and AIDS. 

· Continual Learning:  KHANA relies on evidence-based approaches, innovates and pilots ideas, incorporates emerging knowledge into our programs, and freely shares best practices for the benefit of others.

· Collaboration and Partnership: KHANA believes that complex issues benefit from multiple perspectives and is committed to bringing together diverse stakeholders and helping them to collaborate effectively.

·  Gender  Transformation: KHANA promotes dignified and equal access to services for all and works to decrease gender disparities in society and power inequalities within relationships that can lead to HIV transmission or reduce access to services. 

·  Good Governance:  KHANA exists for the benefit of the communities we serve, communicates openly, and operates transparently and with accountability. KHANA also disseminates concepts of good governance to our partners, and its values have been considered trustworthy by its stakeholders. KHANA encourages community participation in program design and implementation. 

1.4.      Beneficiaries of the Organization

1.4.1. The ultimate beneficiaries shall be the most socially and economically vulnerable populations and communities which will be effectively mobilized to respond to the HIV, sexual and reproductive health (SRH), maternal, newborn and child health (MNCH), tuberculosis (TB) and community development, thereby promoting the health and secure livelihoods of the populations and communities.

1.4.2. The intermediate beneficiaries of the organization and its activities shall be sub-grantee organizations, defined as implementing and strategic partners, as well as collaborating partners and other stakeholders for policy-related work, coordination and collaboration.

3. STRUCTURE AND GOVERNANCE

1.1.      Governance by a Board of Directors

1.1.1. The organization shall be a non-membership organization governed by a Board of Directors. The Board defines the vision, mission and core values and guides the organization towards them by serving as the ultimate authority in the organization. The Board is concerned with guiding the development of strategies and policies which ensure that the goals and activities of the organization have relevance and importance to the national priorities and respond to the needs of the organization’s beneficiaries.

1.1.2. The Board shall endeavor to ensure that KHANA is an effective, efficient and credible support organization working to provide technical and financial assistance to sub-grantees which in turn mobilize communities to respond to the HIV, health, well-being and development of communities. The Board shall work to support staff in achieving the goals and objectives of the organization. The Board shall, in all its actions and deliberations, be accountable to the Cambodian public at large.

1.2.      Roles and Responsibilities of the Board

The Board shall engage in a consultative process with relevant stakeholders, and act within Cambodian law and the organization's By-laws, mission, policies and procedures. These functions shall include but not be limited to:

3.2.1.  Recruit, appoint, suspend or remove an Executive Director with due process.

3.2.2. Adopt and oversee the policies of the organization and ensure that they are properly implemented.

3.2.3.  Strive to ensure transparency and accountability within KHANA.

3.2.4. Assist the staff to mobilize, generate, raise or collect funds, in the form of grants, donations or fees, and to ensure the proper utilization and management of such funds.

3.2.5. Oversee the opening, operation and closing of bank accounts for the organization by ensuring that an appropriate internal control system is in place to operate such accounts.

3.2.6.  Oversee the proper utilization, management, accounting and auditing of the income and expenditures of the organization.

3.2.7. Identify the major risks to which KHANA is exposed and ensure that appropriate systems, procedures and controls are in place.

3.2.8.  Create any committees or working groups which the Board deems necessary to carry out specific and specified functions.

3.2.9.   Approve expenditures above $50,000 through Chairperson and/or Treasurer.

3.2.10.  Manage itself effectively in a transparent and accountable manner.

3.2.11.  When necessary:

            3.2.11.1.         Provide strategic direction to KHANA

            3.2.11.2.         Provide advice and support to the ED and KHANA staff

        3.2.11.3.         Represent KHANA positively in public meetings and functions

3.2.12.Board members shall not be personally liable for failures of the organization if Board members carry out their powers and responsibilities, individually and severally, in a prudent manner. Board members will be deemed to have acted prudently when there is evidence that, at a minimum, they:

3.2.12.1        Attend Board meetings on a regular basis.

3.2.12.2     Carry out Board meetings in accordance with Roberts Rules of Order and ensure accurate documentation of meetings.

3.2.12.3        Provide appropriate oversight to the Executive Director.

3.2.12.4     Review and ask reasonable questions of staff and consultants about proposals, budgets, work plans, policies, meeting minutes and other documents that are brought before the Board for approval.

3.2.12.5        In case KHANA’s organization-wide audit is conducted, participate in the selection of the audit firm and review and approve the results of the audit through Chairperson and/or Treasurer before the report is disseminated.

3.2.12.6    Provide advice and make decisions regarding issues that are appropriately brought to the Board’s attention.

1.3.      Composition of the Board

1.3.1. The Board shall be composed of seven voting members, including the three officers - Chairperson, Vice-Chairperson, Treasurer - and four members-at-large. The Executive Director shall serve as an ex-officio member, without voting rights. In addition to this, the Board may decide to have additional experts to fill its identified technical gaps required to guide KHANA towards achieving its strategic goals in the form of technical advisor with specific term or resource person.

1.3.2. In the circumstance where additional experts needed to fill its long-term technical gaps, the Board may appoint up to three advisors, who will work on a voluntary basis, for an initial two-year term through similar procedures stated in articles 3.5.3 and 3.5.4. Advisors may be re-appointed for indeterminate terms based on their interests and commitment as well as relevance and importance of their expertise to support the Board and KHANA’s strategic directions.

1.3.3. Advisors shall attend the Board meeting, as non-voting members, by invitation in order to provide their technical inputs and views

1.3.4. Where possible, any advisor who wishes to leave his or her post must give at least one-month written notice to the Chairperson or the full Board.

1.3.5. An advisor may be terminated from his or her position in the following circumstances:

·   If his or her position puts the Board or KHANA in the situation of conflict of interest

·    If he or she misrepresents KHANA, negatively affects KHANA’s image or public standing, or is deemed to have acted contrary to the interests of the organization

1.4.      Qualifications of Board members

The Board members must be honest and of good repute. The composition of the members on the Board should reflect a gender balance and a broad range of skills and experience appropriate to the governing of the organization and should, as a group, possess the following general qualifications between them:

·         knowledge and understanding of the HIV, SRH, MNCH, TB, or livelihoods and broader community development issues and responses

·         knowledge and understanding of development and governance of the not-for-profit organizations or social enterprises

·         experience in organizational change management

·         experience in community-based program/organization development and management  

·         experience in participatory approaches to development

·         established competence in organizational and institutional development

·         experience in financial management oversight, auditing and risk management

·         experience in grant-making and grants management

·         knowledge of technical assistance provision and management

·         experience in policy, advocacy, resource mobilization and fundraising

·         knowledge of monitoring, evaluation and researches in the field of HIV, health and development

1.5.      Selection of Board Members and Term of Office

3.5.1.  Term of office for Board members shall be for three-year duration. The terms of the Board members will be staggered, where half or less (3 or 4) of the Board members’ terms expire in the same year. This way, half of the Board members will be more experienced and half less experienced, thus ensuring both continuity and constant renewal within the Board.

3.5.2. The first Board began on 23rd March, 1999, and was comprised of seven voting members with four members-at-large serving for one year and the remaining three elected officer members serving two year terms of office.

3.5.3. Recruitment and selection procedures of new Board members shall be decided by the existing Board members and appointment of newly selected members will be held at a regular quarterly board meeting to replace members whose terms have ended.

3.5.4. Any constituency associated with the organization, including but not limited to, existing Board members, donors, staff, grantees, or other agencies involved in HIV, SRH, MNCH, TB, and livelihoods and broader community development and related work, can be consulted for nominations of candidates for Board positions.

3.5.5. The procedure for electing Board officers will be decided by the Board members at the time of the meeting. An elected Board officer will hold the position until the end of his or her original two-year term unless a different decision is made by that particular officer or the Board later on.

3.5.7. Both Board officers and members may hold their office for a maximum of three consecutive three-year terms. The renewal of their second and third terms should be based on their interests and commitment and endorsed by the Board at its regular quarterly meeting. Any extra term beyond the third term shall be only considered in case there is a strong rationale to retain a particular member on the Board.

3.5.8. Where possible, any Board member wishing to resign from his/her post must give at least one month's written notice and will be released from the Board when he/she has been replaced. The written notice should be given to the Chairperson or to the full Board.

3.5.9. A Board member may be terminated from Board membership in the following circumstances:

·       If he or she is absent from three consecutive regular meetings,

·    If his or her membership puts the Board in a situation of conflict of interest,

·      If he or she misrepresents KHANA, negatively affects KHANA’s image or public standing, or is deemed to have acted contrary to the interests of the organization.

3.5.10. Removal of a Board member shall require a majority vote of the Board members present at the meeting.

3.5.11.  In the circumstance where additional member required to make quorum, a particular vacancy on the Board may be filled by an interim person approved by the Board for the duration of the original term.

1.6.      Duties of Board officers

3.6.1. The Chairperson shall be the principal officer of the organization and shall preside over all Board meetings. The Chairperson shall represent the Board and carry out any necessary consultations with Board members, the Executive Director or committees between meetings.

3.6.2. The Chairperson of the Board shall be an ex-officio member of any committees formed. The Chairperson shall receive, consider and prepare recommendations for the Board to make decisions regarding the resignation of members of the Board and the Executive Director.

3.6.3. The Vice-Chairperson shall perform all duties and responsibilities of the Chairperson in his/her absence and any other appropriate duties assigned by the Board.

3.6.4. The Treasurer shall work to ensure proper financial management of the organization by working in consultation with Executive Director and Board to maintain proper financial records of the organization, to ensure the proper accounting and auditing of the accounts of the organization, and to review appropriate financial documents such as the annual budget.

3.6.5. The Executive Director of the organization shall act as Secretary to the Board, ensuring that the Board members receive notice of all meetings, that an agenda is circulated, and that a record, in the form of minutes, is kept of all Board meetings. In this role the Executive Director shall undertake or supervise other administrative tasks necessary for the Board's effective functioning, as and when required.

1.7.      Board Meetings

3.7.1.  The Board shall meet not less than four times a year, once every three months.

3.7.2. Additional meetings may be convened by the Chairperson or through the Chairperson upon the written request of three other Board members. Notice of Board meetings should be sent to each member's last known contact address at least ten [10] days prior to the scheduled meeting.

3.7.3. Four Board members must be present to constitute a quorum. Decisions will be taken by a simple majority of those present except in cases specified in these By-laws, and all decisions shall be recorded in the minutes of the Board meetings. In the case that there is an even number of members present, resulting in a tie vote, the Chairperson shall have an additional vote to break the tie. If it is necessary, the Board may call for an executive session (Board members only) to deal with confidential issues.

3.7.4. The Board may designate ad hoc committees, such as a finance committee, a by-laws committee, or a hearing committee, as needed. These committees may be composed of Board members or a combination of Board Members and staff, as appropriate. Such committees should deal only with issues at the governance level or with issues affecting both governance and management.

1.8.      Board Records

A full record of all Board meetings shall be kept by the Executive Director’s Office. Minutes of meetings shall be distributed to all members and made available to all staff. These minutes should be filed in the organization’s central files. The minutes of each meeting shall be approved at the next regular Board meeting and signed off by the Chairperson to acknowledge the Board’s endorsement.

4. EXECUTIVE DIRECTOR AND STAFF

1.1.      Appointment of Executive Director

The Board appoints and empowers an Executive Director to carry out the aims of the organization. The Board shall work with the Executive Director to ensure that the values of professionalism, transparency and accountability permeate all activities.

1.2.      Relationship between the Board and Executive Director

1.2.1. The Chairperson of the Board and the Executive Director of the organization shall work closely to ensure that a good working relationship and effective communication exists between the Board, staff and other constituents. In general, the Board concerns itself with the overall vision, strategies and policy of the organization and leaves the routine day-to-day management of the organization to the Executive Director.

1.2.2. The Executive Director attends Board meetings as a link between the Board and the staff. The Executive Director should be an active participant in discussions at Board meetings but does not have the right to vote. Only Board decisions taken at Board meetings and duly recorded are considered binding and should be conveyed through the Chairperson to the Executive Director who then communicates them to the other staff.

1.2.3. The Board shall conduct an annual performance appraisal of the Executive Director based on performance objectives agreed at the beginning of the year.

 1.3.      Responsibilities of Executive Director

1.3.1. The Executive Director will be responsible for the recruitment of other KHANA staff within the annual approved budget and workplan. The Executive Director will consult with the Board before hiring a member of the Senior Management Team.

1.3.2. Staff carries out the activities of the organization as supervised by the Executive Director.

1.3.3. The Executive Director represents staff at all Board meetings and provides regular written and verbal reports to the Board about overall organization-wide progress and other business matters of Board’s concerns. The Board or the Executive Director may request the attendance and reporting of other staff or implementing/strategic partner representatives at any Board meeting.

1.3.4. Any program development initiative and resource mobilization effort must be in line with KHANA’s strategic directions/plan; otherwise, consent from a quorum of the Board will be required.  The Executive Director shall update the Board on new program development and resource mobilization on a regular basis.

5. FINANCE AND RECORD KEEPING

1.1.      Funds of the Organization

1.1.1.   The funds of the organization may consist of:

· Grants, donations, gifts, bequests and other transfers from individuals, organizations, government and non-government bodies whether local, national or international or from any other legal source.

·   Income from services such as trainings or technical assistance, where payment is appropriate and contracted, and income from programs, publications, sale of assets or other activities.

1.1.2. Funding will not be accepted by the organization from any political party or from any representative of a political party. Funding which may compromise the non-partisan status of the organization will not be accepted.

1.1.3. Donations will not be accepted from any individual or organization where this would endanger KHANA’s integrity and reputation.

1.1.4. All funds of the organization shall be its property and no staff or Board members shall, whether in an official or personal capacity, misuse the funds.

1.1.5.  The funds of the organization shall be kept in a bank account or bank accounts with the signatories of any accounts determined by the Board.

1.1.6.  It is the responsibility of the Board to ensure that staff is managing the funds of the organization properly and in a transparent and accountable manner.

1.1.7.  Any funds from sales or services shall be kept in a separate bank account.

1.1.8.  No members of the Board shall receive any funds or property as remuneration by virtue of being a member of the Board. Board members shall only be reimbursed expenses incurred in carrying out the official business of the organization.

1.2.      Financial Year of the Organization

The financial year of the organization shall be from the first day of January to the thirty first day of December of the calendar year.

1.3.      Annual Accounts and Audit

A set of annual accounts, including balance sheet, income statement, and auditors report, as well as any other information required by Cambodian law, will be produced.

The accounts of the organization shall be audited annually by a firm of accounts auditors, chosen on the basis of KHANA’s policies, program and organizational requirements. Audit results will be endorsed by Chairperson and/or Treasurer before circulating to other Board members and stakeholders of concerns including donors.

1.4.      Annual Report

An annual report of the organization’s activities shall be compiled each year and submitted to all relevant parties such as government authorities, major donors and others. It shall include a summary of activities and a summary financial report.

1.5.      Maintenance of the Organization’s Records

All organizational records of importance shall be kept in appropriate secure files for a period of five [5] years (or longer if required by donor or statutory needs) after these documents cease to be in effect. These records of importance include founding documents, by-laws, internal regulations, personnel policies, Board meeting minutes, project or program proposals, reports, financial records, auditors' reports, agreements with grantees including grantee project proposals, signed letters of agreement, grantee budgets (including grantee organizational budgets), budget or proposal extensions or amendments, contracts for services either by or for the organization and any other documents deemed by the Board to be of importance.

6. AMENDMENT OF THE BY-LAWS

1.1.   The By-laws of the organization may be amended, altered or modified at any time by a resolution of the Board at a meeting duly convened for that purpose and supported by not fewer than five [5] Board members.

1.2.   To request an amendment to the By-laws, at least three [3] members of the Board shall agree to sponsor the resolution of amendment, alteration or modification.

1.3.   The text of any proposed amendments and the existing text shall be circulated to all Board members with notification of the meeting at least fifteen [15] days prior to the meeting at which the proposed amendments are to be considered.

7. DISSOLUTION OF THE ORGANIZATION

1.1.    If at any time, it is found necessary to dissolve the organization, the organization shall be dissolved by a resolution adopted at a special meeting convened for that purpose. The organization shall be dissolved by support for such a resolution by not fewer than five [5] members of the Board. Notice of a special meeting called for the purpose of dissolution, shall be circulated to all Board members, along with the resolution to dissolve, at least fifteen [15] days prior to such a meeting.

1.2.    Upon dissolution of the organization, not fewer than five [5] members of the Board shall determine the disposal of assets. If any funds or property remain after the satisfaction of all debts and liabilities, the same shall be given to another not-for-profit organization with similar aims and objectives and according to Cambodian legal requirements.