Senegambia Democracy and Governance Organization (SENDGO) By-Laws

Preamble

The purpose of this Code of Conduct for Health Systems, Human Rights and Governance Strengthening is to offer guidance on how international none governmental organizations (NGOs) can work in host countries in a way that respects and supports the primacy of the government’s responsibility for organizing health system, democracy and governance.

The last two decades have ushered in tremendous growth in political will, funding support and organizational structures to improve international health, democracy and governance. While gains have been achieved in some areas such as the Preventive healthcare Uterine Cervical and Breast Cancer, ground has been lost in basic primary care and maternal child health. It has become clear that SENDGO will be very careful and vigilant not to undermine the public sector and even the health system as a whole, by diverting health workers, managers and leaders into privatized operations that create parallel structures to government and that tend to worsen the isolation of communities from formal health systems.

This Code is intended specifically to address the SENDGO and their roles in training, securing and deploying human resources in the countries where they work. There are six areas where SENDGO can do better:

  1. Hiring policies;
  2. Compensation schemes;
  3. Training and support;
  4. Minimizing the management burden on government due to multiple SENDGO projects. 
  5. Helping governments to connect communities to the formal health systems; and
  6. Providing better support to government systems through policy advocacy. 

The role of SENDGO’s international, is to supplement not supplant the public policy role of host country governments and local institutions to strengthen and expand health systems. The SENDGO’s role is to provide research, support and expertise to strengthen civil society and local academic and research institutions in informing public health policy development. We, the signatories to this code, view our role as time limited; that is, as communities, local institutions and ministries of Health become stronger and build capacity, the role of the a SENDGO should diminish or evolve. 

  1. In areas where trained personnel are, SENDGO will make every effort to refrain from hiring health or managerial professional staff away from the public sector, thus depleting ministries and their clinical operations of talent and expertise. 
  2. SENDGO will make every effort to employ available national expertise, particularly where unemployment of highly qualified nationals abounds. Where qualified nationals are available, volunteer labor will not be used as a substitute for paid staff. 
  3. SENDGO will hire health staff to work with the public, SENDGO pledges to do so in coordination and with the consent of local health authorities. This coordination will be accompanied by a commitment to expand overall human resource capacity in the public sector through pre service training, salary support and or other means. Governments and SENDGO will work collaboratively to address the chronic underpayment of health workers in all sectors. 
  4. SENDGO recognized that they have to create conditions that lead trained and skilled personnel to work abroad in different countries. SENDGO’s commitment is to avoid creating incentives for the health workforce to leave their developing countries for work in international organizations or locations. Instead, SENDGO will provide incentives to stay in the public sector, including better working conditions, and good compensation and benefit packages. 

For Emergency Disaster Relief Purpose

This Code of Conduct seeks to guard our standards of behavior. It is not about operational details, such as how one should calculate food rations or set up a refugee camp. Rather, it seeks to maintain the high standards of independence, effectiveness and impact to which disaster response . It is a voluntary code, enforced by the will of the organization accepting it to maintain the standards laid down in the Code. In the event of armed conflict, the present Code of Conduct will be interpreted and applied in conformity with international humanitarian law. The Code of Conduct is presented first. Attached to it are three annexes, describing the working environment that we would like to see created by host Governments, Donor Governments and Inter Governmental Organizations in order to facilitate the effective delivery of humanitarian assistance. None Governmental Organizations (NGO), refers here to organizations, both national and international, which are constituted separately from the government of a particular country in which they are founded.

Code of Conduct

a. The humanitarian imperative comes first the right to receive humanitarian assistance, and to offer it, is a fundamental humanitarian principle which should be enjoyed by all citizens of all countries. As members of the international community, we recognize our obligation to provide humanitarian assistance wherever it is needed. Hence the need for unimpeded access to affected populations is of fundamental importance in exercising that responsibility. 

The prime motivation of our response to disaster is to alleviate human suffering amongst those least able to withstand the stress caused by disaster. When we give humanitarian aid, it is not a partisan or political act and should not be viewed as such. Two aids are given regardless of the race, creed or nationality of the recipient and without adverse distinction of any kind. Aid priorities are calculated on the basis of need alone. Wherever possible, we will base the provision of relief aid upon a thorough assessment of the needs of the disaster victims and the local capacities already in place to meet those needs. Within the entirety of our programmers, we will reflect considerations of proportionality.  

Human suffering must be alleviated whenever it is found; life is as precious in one part of a country as another. Thus, our provision of aid will reflect the degree of suffering it seeks to alleviate. In implementing this approach, we recognize the crucial role played by women in disaster-prone communities and will ensure that this role is supported, not diminished, by our aid programs. The implementation of such a universal, impartial and independent policy can only be effective if we and our partners have access to the necessary resources to provide for such equitable relief, and have equal access to all disaster victims. 

Article 1

Name and Purpose

The name of the organization shall be Senegambia Democracy and Governance Organization (SENDGO) is a nonprofit organization registered in the state of Maryland, State of Maryland with Internal Revenue Service (IRS). The IRS registration number stated as 47-3549881 Tax ID 9881 and Pine 1989.

Purpose

Senegambia Democracy and is organized exclusively as a charitable organization that seeks to empower women in the Senegambia region through the implementation of projects that cater to their social, cultural and economic needs in the areas listed below: 

  1. Women’s Rights
  2. Youth Migration
  3. Women Preventive Healthcare
  4. Human Rights

Article 2

Membership

Applications for membership are open to all eligible women residing in the Senegambia region or Senegambia citizen’s resident in any country around the globe.

Annual Dues

All donations are open to the public for humanitarian support to expand the organization’s agenda.

Rights of members

Each member shall be eligible to cast a vote in the organizations elections.

Resignation and termination

A member may resign from the organization by filing a written resignation with the secretary. In addition a member can have their membership terminated by a majority vote of the membership.

Non-voting membership

The board shall have the authority to establish and define non-voting categories of membership.

A person or organization cannot automatically be admitted as a member without the person's consent. All members enjoy equal right unless otherwise stated in the articles and bylaws. 

Article 3

Meetings

Regular meetings shall be held monthly or quarterly at a time and place designated by the chair and announced a week or more before a meeting date.

Annual meetings of the members shall take place in the month of December each year. The Specific date, time and location shall be designated by the chair. Annual meeting the members shall elect directors and officers, receive reports on the activities of the association and determine the direction of the association for the coming year. Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition written or verbal petition by five voting members may also call a special meeting. Written notices of each meeting shall be given to each voting member, by Facebook, email or text not less than a week prior to the monthly meeting. 

Quorum

Five members present at any properly announced meeting shall constitute a quorum.

Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Article 4

Board of Directors

Board role, size, and compensation

The board is responsible for overall policy and direction of the organization, and responsibility of day to day operations to the staff and committees. The board shall have up to 4, but not fewer than 8 members. The board receives no compensation.

Terms

All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Meetings and Notice

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

Board Elections

New directors and current directors shall be elected or re-elected by the voting representatives of members at any time during the year. Directors will be elected by a simple majority of members present at the annual meeting.

Election Procedures

The board shall be responsible for nominating other board members to represent the associations. In addition, any member can nominate a candidate to a committee. 

Quorum

A quorum must be attended by at least five board members for business transactions to take place and motions to pass. A voting member should hold at least one meeting of its members per year. Unless otherwise specified by the articles or bylaws, a quorum for a meeting of members is five members entitled to vote at the meeting. The statutory limit for a board term is two years. A board of directors must meet at least once during the year. 

Officers and Duties

The Board shall consist of four officers; a chair, vice-chair, secretary and treasurer. Their duties are as follows:

The chairperson shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.

The vice-chair shall chair committees on special subjects as designated by the board. 

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member. The Secretary shall also make a report at each board meeting. 

The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Vacancies

When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Resignation, termination, and absences

Resignation from the board shall be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Special meetings

Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member least one week in advance.

Article 5

Committee formation

The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.

Executive Committee

The four officers of the Board serve as the members of the Executive Committee and except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors between meetings of the board of directors, and is subject to the direction and control of the full board.

A board must consist of at least a chair/president and a treasurer. Other offices can be created as needed. Committees are assigned by the board to work on specific issues facing the organization.

Standing committees, such as an Executive Committee or Finance Committee, should be outlined in the bylaws, whereas ad hoc committees can be created for a time period set by the board of directors.

Finance Committee

The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing financial procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

Article 6

Amendments

These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out the regular board.

Certification

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on May 18, 2015.

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Contact

2412 Saint Albert Terrace,
Brookeville, MD 20833

Phone : 301-260-1437, 240-705-5128
Email : senegambiademocracy@gmail.com
Website : http://senegambiademocracy.org