STATUTES

CHAPTER ONE :
Name, objectives , duration, area of intervention, head office and full address
Article 1 : Name

Pursuant to the Law nº 04/2012 of February 17th, 2012 governing the organization and functioning of National Non-Governmental Organizations, it is created an Non – Government Organization called
“FONDATION SAINT DOMINIQUE SAVIO in Rwanda”, "FSDS- Rwanda" in acronym.

Article 2 : Objectives

The purpose of this Foundation is either to establish a fund or to collect funds, manage and use them to support the public interests activities based on :

1. Promotion of Education and Technology
2. Promotion of Humanitarian action
3. Protection of Climate Change and Environment
4. Promotion of Good governance and Culture of Peace.
5. Promotion of Media and Civic education.

Article 3 : Duration

The organization "FSDS- Rwanda" is created for an indefinite period. However, it can be dissolved at any time by decision of the General Assembly and in accordance with article 21 of these Statutes.

Article 4 : Area of intervention

The organization "FSDS- Rwanda" carries out its activities within the boundaries of the Republic of Rwanda. However, it can extend its activities in foreign countries if so decided by the General Assembly.

Article 5 : Headquarters and full address

The headquarters of the FSDS-Rwanda is based in Remera Sector, Gasabo District, City of Kigali in the Republic of Rwanda. It can be transferred to any other place within the boundaries of the Republic of Rwanda by decision of the General Assembly.

CHAPTER II
Membership, Rights and obligations, and loss of Membership

Article 6 : Membership

The membership of the organization "FSDS- RWANDA" consists of :
1. Founder members
2. Ordinary members who have adhered and signed the present statutes
3. Sponsoring members,
4. Associate members.
5. Honorary members

Members of the Foundation may be persons or legal entities.
Founder and Ordinary members are those who participate actively in the Foundation ;
Sponsoring members are those who support the activity of the Foundation by financial or material resources.

Associate members are those who have major interests in the work of FSDS-Rwanda. Their Foundation with FSDS-Rwanda offers mutual advantages.

Honorary members are those who are nominated as such by the General Assembly on application of the Board because of their special merits in the name of the Foundation.

Membership shall be open to all individuals and organizations with an interest in the aims and objectives of FSDS-Rwanda.

Membership structure and subscription fees shall be proposed from time to time by the Board and determined by approval at a General Assembly.

Any person who, by resignation or otherwise, shall cease to be a member, shall nevertheless remain liable for, and shall pay to FSDS-Rwanda, any sums which, at the time of his/her/its ceasing to be a member, may be due to Foundation and he/she/it shall not be entitled to any refund in respect of any unexpired portion of his/her/its subscription for the year in which he ceases to be a member.

Article 7 : Rights and obligations of members

A Founder and an Ordinary members have the following rights :

a. Active and passive voting rights for all organs of the Foundation ;
b. To participate in a General Assembly of the Foundation ;
c. To express own opinions in all matters concerning the Foundation activity ;
d. To participate in all forms of activity serving a realisation of the statutory purpose of the Foundation ;
e. To participate in the development and realization of the Foundation programme ;

An ordinary member is obliged to :

a. Observe the statute, regulations and resolutions of the Foundation authorities ;

b. Pay regular fees and other charges for the benefit of the Foundation.

A Sponsoring member has the right to participate in a General Assembly and express opinions concerning any activity of FSDS Rwanda except the active and passive voting rights. A sponsoring member is obliged to observe the statute, regulations and resolutions of the Foundation authorities. A Sponsoring member is obliged to meet their declared financial or any other contribution.

An Associate Member has the right to participate in a General Assembly and express opinions concerning any activity of the Foundation except the active and passive voting rights. A sponsoring member is obliged to observe the statute, regulations and resolutions of the Foundation authorities. An honorary member is exempted from the obligation to pay a membership fee.

An honorary member enjoys all rights an ordinary member of the Foundation is entitled to, except the active and passive voting rights. An honorary member is obliged to observe the statute, regulations and resolutions of the Foundation authorities.

An honorary member is exempted from the obligation to pay a membership fee.

Article 8 : Acquisition of membership

Membership is acquired upon the following procedures :
a. A written application to the Chairperson of the Board of Directors. The application shall mention the commitment to the statute and include names and signatures of two referees who have been members of FSDS-Rwanda for at least two years ;

b. The General Assembly shall accept or reject the membership application on the absolute majority votes of present or represented members.

Article 9 : Termination of membership

a. Membership shall be terminated through death (or loss of legal status in the case of legal entities), voluntary resignation or exclusion.

b. Any member may resign and cease to be a member of FSDS-Rwanda upon signifying their intention (with one month’s notice) to do so in writing to FSDS-Rwanda Executive Director. On resignation of a member their fees in whole or in part shall not be repayable.

c. A member may be excluded by the Board for gross violation of obligations and for dishonorable conduct. An appeal to the General Assembly may be made against exclusion. Membership rights shall be suspended until the decision of the General Assembly.

Article 10 : Code of conduct

The Code of conduct of the members shall be set by the internal rules and regulations of FSDS-Rwanda.

CHAPTER III : ASSETS OF FSDS-RWANDA
Article 11 : Resources
FSDS-Rwanda may own or benefit from real estate or equipment needed for achieving its mandate.

The resources of the organization may originate from :
a. Membership fees ;
b. Donor funding ;
c. Donations, bequests and various grants ;
d. Any other lawful avenues.

Article 12 : Utilisation of resources

The resources of FSDS-Rwanda shall be utilized solely for the realization of its mandate.

CHAPTER IV : ORGANS AND DUTIES
Article 13 : Organs
The organs of FSDS-Rwanda shall be the following :

a. The General Assembly
b. The Board of Directors
c. The Executive Directorate
d. Audit Committee
e. Conflict resolution organ

SECTION I : GENERAL ASSEMBLY

Article 14 : Members of the General
Assembly
The General Assembly shall be the supreme organ of FSDS-Rwanda. It is composed of all members of Foundation.

Article 15 : Meeting of General Assembly

The General Assembly shall be convened and chaired by the Chairperson of FSDS-Rwanda, in case of absence, by the Vice-Chairperson.

In case both the Chairperson and Vice-president are absent or held up, the General Assembly is convened by the Executive Director.

In this case, the General Assembly shall elect a chairperson of the session from among the members present.

Article 16 : Frequency of the General Assembly meetings

The General Assembly shall convene once a year in an ordinary session. Invitations letters containing the agenda shall be transmitted by the Executive Director to the members at least fifteen (15) days before the meeting.

Article 17 : Quorum of the General
Assembly
The General Assembly shall convene and take legitimate decisions when two thirds (2/3) of effective membership are present. In case the quorum is not attained, the General Assembly meeting is adjourned. A second meeting shall be called within seven (7) days.

In this case, the General Assembly shall meet and adopt valid resolutions when at least a half (½) of members is present.

An extraordinary General Assembly shall convene as often as deemed necessary. The modalities of how it is convened and chaired are the same as for the Ordinary General Assembly.

Debates shall deal only with the item on the agenda. Save for the cases expressly provided for by the law governing non-profit-making organizations and the present constitution, the decisions of the General Assembly shall be adopted by the absolute majority votes. In case of a tie, the Chairperson shall have a casting vote.

Article 18 : Powers of the General Assembly

The General Assembly shall have the following powers :
a. Determine the broad policies and strategies ;
b. Examine and approve FSDS-Rwanda’s action plans ;
c. Consider the Annual Report and, in the light of that Report, adopt any decisions it considers appropriate ;
d. Examine and approve Foundation’s Management Budget ;
e. Consider and accept the Auditors’ Report ;
f. Elect and dismiss the members of the Board of Directors and Auditing Committee ;
g. Appoint the Executive Director after considering the recommendation of the Board of Directors ;
h. Adopt and when necessary amend the Rules of Procedure for the functioning and management of Foundation ;
i. Appoint committees, groups of experts or other persons to advise the General Assembly or to perform such specific tasks as the General Assembly may consider necessary ;
j. Appoint auditors ;
k. Consider the Board of Directors’ recommendation and, if appropriate, withdraw a member’s membership ;
l. Perform such other tasks as are necessary for the fulfillment of Foundation’s objectives as the General Assembly may decide.

SECTION II : THE BOARD OF DIRECTORS

Article 19 : Members of the Board

The Board of Directors shall be composed of :
a. The Legal Representative of the Foundation
b. The Deputy Legal Representative
c. Advisors

Article 20 : Mandate of the Board Directors

Board members shall be elected from among the membership by the General Assembly for a 5-year term renewable only once. The assignments of each member of the Board shall be detailed in the Rules of Procedure.

Article 21 : Meeting of the Board of Directors

The Board of Directors shall be convened once a quarter and whenever necessary.
The Board of Directors shall be convened and chaired by the Chairperson of the Board or by the Vice-Chairperson in case of absence.
In case both the Chairperson and Vice-Chairperson are absent or fail to convene it, the Board of Directors is convened by the Executive Director.
In this case, the General Assembly shall elect a chairperson of the session from among the members present.
The Board convenes and decides based on majority votes of the present members. In case of a tie, the Chairperson shall have a casting vote.

Article 22 : Duties of the Board of Directors

The Board shall have the following duties :
a. Make recommendations to the General Assembly concerning FSDS-Rwanda ’s strategic policies ;
b. Consider the Management Budget, Annual Report and action plan before submission to the General Assembly ;
c. Provide guidance to the Executive Director on the development and management of program activities, the development of work with partners and on any other matters where it considers such guidance may be useful ;
d. Recommend to the General Assembly a candidate for appointment as Executive Director, as and when required ;
e. In the interval between meetings of the General Assembly, act on behalf of the General Assembly within the limits of the powers delegated to it by the latter ;
f. Perform such other tasks as may be directed by the General Assembly.

SECTION III : THE EXECUTIVE DIRECTORATE

Article 23 : The Executive Director

FSDS-Rwanda shall maintain an Executive Directorate, which shall be directed by the Executive Director and shall comprise of such staff as required to achieve the goals of the Foundation.

Article 24 : Duties of the Executive Director

The Executive Director shall :
a. Be the Legal Representative of FSDS-Rwanda.
b. Be responsible to the General Assembly for the performance of all management functions, including the preparation of an annual Statement of Accounts and Management Budget
c. Implement the Board decisions ;
d. Promote the work of Foundation and shall initiate and manage programmes of work consistent with the action plan approved by the General Assembly.
e. Implement the action plan approved by the General Assembly and shall be responsible for the preparation of an Annual Report
f. Be signatory to the Foundation’s accounts ;
g. Appoint staff after consultation with the Board of Directors ;
h. Be an ex-officio member of the Board ;
i. Manage all properties and establishment of the Organisation.

Article 25 : Staff positions

Positions on the staff of the Executive Directorate shall be open to Rwandan and non-Rwandan nationals, and such nationals shall be equally eligible for appointment.
The paramount consideration in the appointment of the Executive Director and all staff of the Executive directorate shall be the need to ensure the highest standards of integrity, competence and efficiency.

Article 26 : Term of office of the Executive Director
The Executive Director shall be appointed for a term of 7 years, which may be renewed once time.

SECTION IV : AUDIT COMMITTEE

Article 27 : The Audit Committee shall comprise two Auditors to be appointed by the General Assembly every year.

Article 28 : Duties of the Audit Committee

The Audit Committee shall control at any time the management of financial accounts and other properties of FSDS-Rwanda.
They shall have access to the books and accounting documents of the organization, without removing them from the premises. They report to the General Assembly.

SECTION V : CONFLICT RESOLUTION ORGAN

Article 29 : The General Assembly appoints an organ in charge of conflict resolution composed of at least 3 members appointed and dismissed by the General Assembly.
They are elected for a non-renewable term of office of 5 years. However, a former member of the organ can be re-elected if at least one mandate has elapsed.

Any dispute that can arise in the members of the organization or among its organs, shall be first resolved the competent organs before being submitted the organ in charge of conflict resolution.

Failing to that, the problem shall be submitted to the General Assembly, before filing the case to the competent court.

The mode of functioning of this organ may be determined by the internal regulations.

Article 30 : Assignments of the Conflict resolution organ

The organ has the following tasks :
a. To put in place the strategies of prevention and resolution of conflicts within the organization ;
b. To facilitate the meeting of litigants and propose them a solution orientated to the conciliation ;
c. To handle any other cases submitted to the organ by the General Assembly or the Board of Directors related to the conflict resolution.

CHAPTER V : ALTERATIONS TO THE CONSTITUTION, DISSOLUTION AND FINAL PROVISIONS

Article 31 : Alterations to the constitution

No alterations to this constitution shall be made which would cause FSDS-Rwanda to cease to be Non-Governance at law.

Any alterations to this constitution shall require the assent of not less than two-thirds of the members of present an Ordinary or Extraordinary General Assembly.
Notice of any such alteration shall have been received in writing by the Executive Director not less than twenty-one days before the meeting at which the alteration is to be brought forward.

The Executive Director shall give at least fourteen days written notice of such meeting to each member, setting out the terms of the proposed alteration.

Article 33 : Dissolution of FSDS-Rwanda

The dissolution of the organization shall be decided by a two-thirds (2/3) majority votes of members present at the extraordinary General Assembly convened specifically for this purpose.

In case of dissolution of the Foundation, after the satisfaction of all its debts and liabilities, any remaining funds, investments, and other assets shall be distributed to one or more organizations in Rwanda carrying out similar activities.

Article 33 : Final provisions

For any matter that is not provided for in this Constitution, FSDS-Rwanda may refer to the legislation governing non-Government and its own Rules of Procedure.

This Constitution shall come into force on the date of its adoption by the General Assembly.

Dated in Kigali, on 17th March 2013.

NSENGIYUMVA Patrice
Legal Representative

IHIRWE KANEZA Francoise
Deputy Legal Representative