THE CONSTITUTION FOR TANZANIA HERPETOLOGICAL SOCIETY (T.H.S)

PREAMBLE:

THE CONSTITUTION FOR TANZANIA HERPETOLOGICAL SOCIETY (THS)

WHEREAS, the registered societies of HERPETOLOGICAL SOCIETY (here   after   called   THS)   have   firmly   and   solemnly   resolved   to establish within our society to cater for the promotion of the study and protection of amphibians and reptiles in particular through scientific research, captive breeding and husbandry, conservation, fieldwork and education.

AND WHEREAS we solemnly believe that by joint efforts with the

Government and others we will meet our goals.

NOW THEREFORE THIS CONSTITUTION IS PASSED BY THE FOUNDERS for the intention that carries all the objectives of which it is established.

BELIEVING that an autonomous society such as THS is best suited to act with independence; neutrality and professionalism in managing funds with will be made available to it to give effect to the aforesaid objective as well as to other objectives espoused by THS.

KNOWING the necessity of effectively involving stakeholders in joint decision-making and monitoring in achieving those objectives;

COMMITTING ourselves to manage the funds made available to this society for the objectives stated herein.

NOW THIS DEED WITNESSETH AS FOLLOWS: CONSTITUTION

CHAPTER I

NAME OF THE SOCIETY, AIMS, OBJECTIVE AND POWER OF THE SOCIETY

ARTICLE 1: NAME OF THE SOCIETY

1.0   There  is  hereby  established  an  association  known  as TANZANIA HERPETOLOGICAL SOCIETY hereinafter referred to as ‘THS’.

1.1     THS shall be a non-profit voluntary organization devoted to carry out the aims and objectives specified in Article 2 of this constitution.

1.2     THS shall have its registered office at Ngorongoro, Tanzania main land and the postal address for THS shall be P.O Box 45, Loliondo.

1.3     THS may be affiliated to bodies whose interests are in line with the objectives of THS.

ARTICLE 2:           AIMS AND OBJECTIVES

1. The promotion of the study and protection of amphibians and reptiles in particular through scientific research, captive breeding and  husbandry,  conservation,  fieldwork  and education. To this end, the Society considers membership applications from all age groups and from all countries of the world, and publicizes its work through meetings, the media and a range of publications.
2. To establish and operate centers of education through schools, colleges, public libraries, vocational training centers and other centers for imparting formal or non-formal education.

ARTICLE 3:           POWER OF THE SOCIETY

1. 1. In the furtherance of the above aims the Society shall have the power to:
2. a) Publish and disseminate information in different and appropriate forms, set up exhibitions, commission research;
3. b) Raise funds and invite and receive contributions, provided that in raising funds the Society shall not undertake any substantial permanent trading activities;
4. c) Buy, take on lease or in exchange, any property and maintain and equip it for use;
5. d) Sell, lease, or otherwise dispose of any part of the Society’s property, subject to complying with the restrictions on disposals;
6. e) Borrow money and mortgage all, or any part of the Society’s property, as security for repayment of the money borrowed, subject to complying with the restrictions on mortgages
7. f) Invest the funds of the Society in any of the investments for the time being authorized for the investment of charity funds;
8. g) Employ staff for the purposes of furthering the aims of the

Society;

1. h) Provide indemnity insurance to cover the liability of the trustees of the Society,
2. i) Appoint sub-groups of the Society and Council and determine their purposes and periods of activity;
3. j) Undertake any other such activity that furthers the aims of the Society.

CHAPTER II MEMBERSHIP

ARTICLE 4:           MEMBERSHIP

1) Membership of the Society is open to any person interested in the different aspects of herpetology.

2) Membership will fall into the following categories: (i)      Ordinary and Full Membership.

The  Society  shall  consist  of  an  unlimited  number  of

Ordinary and Full Members resident in any country and of any age. Every Ordinary and Full Member shall pay an annual  subscription,  valid  for  12  months  from  receipt and acceptance of application. Payment of the subscription implies acceptance of the Society’s rules. Members  receive  publications  of  the  Society:  Ordinary

Members will receive the Bulletin and Reptiles and Amphibians  newsletter  but  not  the  Journal;  Full Members will receive the Bulletin, Reptiles and Amphibians newsletter and the Journal, this being the only difference between Ordinary and Full Membership. Both Ordinary and Full Members are entitled to vote at meetings of the Society.

(ii)     Honorary Membership.

Persons who have rendered outstanding service to the Society or to herpetology are awarded Fellowship of the Society  on the nomination  of Council. Apart from past Presidents and Chairmen, such Members shall not exceed l0 in number; they will receive all the privileges of Full Members.

(iii)    Family Membership.

Family Membership includes all members of a family (a family is defined as up to 2 adults and unlimited numbers of children below the age of 18) in Ordinary, Full and Junior categories as appropriate, and entitles attendance at meetings. Families receive a single copy of each issue of the Journal, Bulletin and Reptiles and Amphibians newsletter, and publications of the Young Herpetologists Club if the family includes one or more Junior Members. Other  qualifications  apply  as  in  (i),  except  that  both adults may vote at General Meetings.

(iv)    Junior Membership.

Young people up to the age of 18 are eligible to join the Junior Section of the Society on payment of an annual subscription determined by Council. Council may require proof of age. Junior Members will receive publications of the Young Herpetologists and are eligible to participate in any Junior Section meetings or projects that may from time to time be organized by the Education Committee. Junior Members receive the YH newsletter, and may receive the Bulletin at an increased subscription rate decided by Council. Junior Members may attend meetings of the Society but are not entitled to vote at the Annual General Meeting or at Extraordinary General Meetings.

(v)     Student Membership.

Anybody in full-time education is eligible to join the Society at a reduced annual subscription rate determined by Council. Publications will be supplied online only as available.  Council may  require  proof  of  student status. There will be a single Student Membership rate, which will give Student Members the same other entitlements as Full Members.

(vi)    Associate Membership.

Institutions, including libraries, may apply for Associate Membership. The annual subscription shall be greater than the Full Membership subscription, as determined by Council   from   time   to   time.   Associate   Members  will receive the Society’s Journal and Bulletin. Each Associate Member may nominate an individual to represent it at meetings on the same basis as a Full Member.

1. vi) Ordinary, Full, Family and Associate membership categories shall be available in two forms; hardcopy publications via postal delivery or online.

3. Termination of Membership

If a Member, in the opinion of the Council, acts in a manner injurious to the interests or the good name of the Society, the Chairperson or his deputy will be directed to contact that Member,  stating  the nature  of the alleged offense and asking for an explanation. The Council shall then allow 28 days for a reply or for a request from the Member to appear before Council. If the Council decides that the Member’s explanation made in writing or orally, is unsatisfactory, it shall have the power to remove his or her name from the Society’s list.

CHAPTER III LEADERSHIP SYSTEM

ARTICLE 5:           EXECUTIVE

1. 1. The Society shall elect an executive consisting of President, Chairperson, Vice Chairperson, Secretary and Treasure

2. 2. Executive officers shall be elected for a period of four years, at the end of which they may stand for re-elect
3. 3. Officers shall be members of the Cou
4. d) The Council may fill any casual vacancy occurring among the Officers, but all such appointments shall terminate at the next Annual General Meeting, unless confirmed by the normal process of elect
5. e) The Council  shall  have  power  to  appoint  a  deputy  or assistant to act for any Officer for an unspecified per
6. f) If at any time there is a vacancy in any of the Officer roles, this will not invalidate any business transacte
7. COUNCIL
8. 1. There shall be council of the Society.
9. 2. Powers of the council shall be;

(i)   To   appoint   a   Council   of   trustees,   which   shall consisting of members of the Society, whose duty it shall be, subject to any conditions imposed from time to time by the Society

(ii) To direct and carry out the policy and general management of the affairs of the Society.

The total membership of the Council shall be determined from time to time by the Society, but shall not exceed 20.

1. a) In addition to the Officers and Chairpersons of Committees Council shall, normally, include three other members, elected by the membership at the Annual General Meet
2. b) Additionally, the Society shall normally elect the following from amongst the  Society’s  membership:  Editor  or  deputy editor of The Herpetological Journal Editor or deputy editor of The Herpetological Bulletin Editor or deputy editor of the Reptiles and Amphibians Website & Communications Office
3. c) The Council shall have power to co-opt additional members of the Society  to  serve  on  the  Council  as  trustees  for  such period as the Council shall determine. Such co-opted members shall not have voting rights until confirmed by an AG The number of such co-opted members shall not exceed one fourth of the total number of elected members serving on the Council at anyone time.

d) The period of office for trustees other than Officers shall be three years, after which they may stand for re-elect

e) In the event of a trustee vacancy occurring between two Annual General Meetings, Council shall have the power to appoint a substitute to serve until a new election can be made at an Annual General Meeting or at an Extraordinary General Meet

f) Council shall normally meet not less than three times a yea g) A quorum  shall  be  one  half  of  the  Council  membership,

including at least two members of the executive.

h) The Council shall have the power to suspend any trustee by a majority vote of three quarters of the Council Membership, following which a decision shall be made at a General Meeting to be called within 30 days if requested by the trustee concerne

i) The Council shall have the power to appoint Observers and Advisors (by a majority vote of two thirds of Council Membership) to undertake specified tasks on behalf of the Society. Such Observers may be honorary or pa No Observer shall, ex officio, have a seat on Council, but may be required to attend Council Meetings as part of his /her recognized duties

ARTICLE 7:           ELECTIONS TO COUNCIL

a) The Society shall elect members of Council at the Annual

General Meeting.

b) Nomination from members of the Society for either Officers or other Council members must be in writing, together with written agreement from nominated candidates to serve if elected, to be received by the Secretary at least 40 days before the Annual General Meet

c) The names of nominees of the Council for election or re- election shall be circulated to the membership not less than 30 days before the Annual General Meet

d) Should nominations exceed vacancies, elections shall be by ballot.

e) Only Members who are subscribers to the Society at the time ballot papers are circulated are entitled to vote.

f) A Member  unable  to  be  present  at  the  Annual  General Meeting may record his or her vote by sending it in a sealed envelope to the Chairperson signed and marked “Ballot Paper”, to arrive before the Annual General Meeting be Such envelopes are to be opened by the Annual General Meeting Chairperson and the ballot paper handed to the scrutinizers.

COMMITTEES

a) The Society  may  appoint  such  Committees  as  may  be deemed necessary and may determine their terms of reference, composition and power

b) All Committee members shall be members of the Society, except in the case of Clause 8d below.

c) The Chairpersons of Committees will be elected by the membership of the Society at the Annual General Meet

d) An Appeals Committee may be set up to raise funds for the Society, with powers to co-opt persons interested in this field of activity, without restrict

e) Each Committee will be accountable to the Society and will report on its activities and finances through its Chairperson (or, in their absence, through another trustee) at each Council meet

f) Each Committee will provide a statement of account to Council to be scrutinized with the Society’s funds before the end of the financial yea

g) There shall be at least two trustees on each Committee.

h) A quorum shall contain at least one trustee.

i) Any   member   of   Council   may   attend   a   meeting   of   a Committee, but may not vote unless they have been appointed a member

LOCAL GROUPS

a) The Society will encourage the formation of Local Groups as may be deemed appropriate and may determine their terms of reference, composition and power

b) All Local Group members shall be members of the Society.

c) The Chairpersons of Local Groups will be elected by the membership of the Society at the Annual General Meet

d) Each Local Group will be accountable to the Society and will report on its activities and finances through its Chairperson (or, in their absence, through another trustee) at the first available Council meet

e) Each Local Group  will  provide  a  statement  of  account  to Council to be scrutinized with the Society’s funds before the end of the financial yea

f) A quorum shall contain at least one trustee.

MEETINGS OF THE SOCIETY

a) The Annual General Meeting of the Society shall be held each year within six months of the close of the relevant financial year at such time and place as the Council shall determine.

b) Other meetings of the Society shall be held at such times and places as may be determined by the Society or by Cou

c) The Secretary shall give at least 21 clear days’ notice of the meetings in writing to the membership

d) At the Annual General Meeting the business shall include consideration of the Annual Report and Accounts, the election of Council and review of subscription rates for the following year.

e) An Extraordinary General Meeting of the Society may be called by Council or by the President or upon the written demand of any ten members of the Society, addressed to the President. During this Meeting, the business for which it was convened shall alone be discussed When calling an Extraordinary General Meeting on any application,  the President shall allow at least 14 days intervening between the date of issue of the notices and the date fixed for the meeting. The President shall hold the meeting within 30 days of the receipt of the original request.

RULES OF PROCEDURE AT ALL MEETINGS

a) Notices: The notice of every meeting shall include the Agenda. All reports and other supporting papers for every meeting shall be in the hands of Members at least seven clear days before the meeting, except in the case of an emergency, as decreed by the Executive.

b) Quorum: The quorum  at  the  Annual  General Meeting  or Extraordinary General Meeting shall be one twentieth of the Tanzania membership and at a meeting of any Committee shall be one-third of the Committee or any such greater fraction as the Society may from time to time determine.

c) Voting: Subject to the provisions of clauses 16 & 17 hereof, all questions arising  at  any  meeting  shall  be  decided  by  a simple  majority  of  those  present  and  entitled  to  vote.  No person shall exercise more than one vote, notwithstanding that he  may  have  been  appointed   to  represent  two  or  more interests, but in the case of an equality of votes the Chairperson shall have a casting vote.

d) Ordinary Members, Full Members, Student Members aged 18 or above, Honorary Members, Associate Member representatives, and Family Members (Clause 4), but not Junior Members, are entitled to vote at the Society’s Meetings.

e) Minutes: Council and all Committees shall keep minutes of all meetings and the appropriate Secretary shall enter therein a record of all proceedings and resolution

FINANCE

a) The income  and  property  of  the  Society  shall  be  applied solely towards the promotion of its aims as set forth in Clause

2, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit to the members of the Society and no member of the Council of the Society shall be appointed to any office of the Society paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Society. This does not prevent a Trustee being paid for professional services PROVIDED THAT the Trustee withdraws from any decision- making relating thereto.

b) The Society may appoint a Custodian Trustee or a trust corporation of not less than three individuals (not being members of the Society or Council) to hold any property held by or in trust for the Society or may, with the agreement of the Official Custodian for Charities transfer to him personal property so held and make application for an order vesting in him any other property so he

THE SOCIETY’S FINANCIAL YEAR

a) The Society’s year shall run from January 1st to December

31st.

b) Once at least in every year the accounts, showing in detail the receipts and expenditure of the Society and the whole of its property, credits and liabilities, (including those of the Committees) shall be prepared, at a minimum, in accordance with Charity Law.

c) The books of the Society shall be kept by the Treasure

TRUSTEE INDEMNITY

Indemnity insurance shall be provided to cover the liability of the members of the Council of the Society by virtue of which any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Society: provided that any such insurance shall not extend to any claim arising from any act or omission which the members of the Council of the  Society  knew  to  be  a  breach  of  duty  or  which  was committed by the members of the Council in reckless disregard to whether it was a breach of trust or breach of duty or not and provided also that any such insurance shall not extend to the costs of any unsuccessful defense to a criminal prosecution brought against the members of the Council of the Society in their capacity as members of the Council of the Society.

RULES AND BYLAWS

The trustees may from time to time make such rules or bylaws, as they may deem necessary, expedient or convenient for the proper conduct and management of the charity THS Council shall maintain a Data Protection Policy to ensure that all data held for the purposes of maintaining the Society’s records are secure and shall not be shared with any third party, in accordance with the Data Protection Act 1998 as amended.

ALTERATIONS TO THE CONSTITUTION

Alterations to the Constitution shall receive the assent of not less than two-thirds of the members voting. Written notice of the resolution  for the  alteration  of  the  Constitution  shall be received by the Chairperson at least twenty-eight clear days before the Annual General Meeting or Extraordinary General Meeting at which the resolution is to be brought forward. The notice   of   such   Annual   General   Meeting   or   Extraordinary General   Meeting   shall   include   notice   of   the   alterations proposed PROVIDED THAT no alteration to Clause 2, 3, 17 or

18   shall   be   made   without   the   approval   of   the   Charity

Commissioners.

DISSOLUTION

The  Society  may  at  any  time  be  dissolved  by  a  resolution passed by a two-thirds majority of those present and entitled to vote (as defined in Clause d) at a meeting of the Society at which at least 42 days’ notice shall have been sent to all members.   Such   resolution   may   give   instructions   for   the disposal of any assets held by or in the name of the Society PROVIDED THAT if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed amongst the members of the Society, but shall be given or transferred to other such charitable institution or institutions  which  have  objectives  similar  to  those  of  the Society as the Society may, with the approval of the Charity Commissioners, determine.

INTERPRETATION

The Interpretation Act 1954 applies for the interpretation of this Constitution as it applies for the interpretation of an Act of Parliament. The Tanzania Herpetological Society

ARTICLE 8: THE BOARD OF TRUSTEES

4.1     There is hereby established a Board of Trustees. The Trustees shall constitute the Board of Registered Trustees.

4.2     The Board of Trustees shall be composed of not less than three

(3) and not more than nine (9) Trustees in number.

4.3     A Board of Trustees shall manage the property, business and affairs of the Society.

4.4     The  Trustees  shall  hold  office  for  five  (4)  years  and  every future Trustees shall equally serve for a term of five (4) years. A Director elected or appointed to replace other Directors shall serve for the remaining period of the former Directors. A Director may be re-elected/re-appointed and hence more than one term.

4.5     The power to appoint the Directors and to remove them from office is vested in the general meeting of the board of Directors. The Chairman of the Board of Directors shall be appointed by the Directors from among themselves at the first general meeting.

4.5.1  A Director may be removed from office by a resolution passed by a general meeting of the Trustees by reason of misconduct, dishonesty, or inefficiency in the performance of his or her obligations or responsibilities.

ARTICLE 9: POWERS AND DUTIES OF THE BOARD OF TRUSTEES

5.0      In furtherance of the objects aforesaid but not otherwise, the

Board of Trustees may exercise the following powers:

5.1   To establish or appoint such committees on advisory or continuous basis to facilitate the smooth operation of the Society;

5.2     To raise money on the security of the society property or any part of it or otherwise on such terms or conditions as to the Directors shall appear desirable;

5.5     To buy, take on lease or in exchange, hire or otherwise acquire any property necessary for the achievement of the objects and to maintain and equip it for use;

5.6     To invest money in any investment of which they approve or in the purchase or improvement of any land or property or any interest in land or property and to vary and transpose any such investments from time to time;

5.7     Subject  to  any  consent  required  by  law  to  sell,  lease  or otherwise dispose of all or any part of the property comprised in the Society;

5.8     Subject to consent required by law, to borrow money and to charge   the   whole   or   any   part   of   the   society   fund   with repayment of the money so borrowed;

5.9     To  pay  all  expenses  and  outgoing  as  may  be  incurred  in relation to the society from time to time;

5.10   To review and approve budget as prepared by management;

5.11 To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purpose and to exchange information and advice with them;

5.12   To demise or let the society property for such terms and at such rent or for a gift and subject to such provisions as to the Director shall appear desirable;

5.13   To  set  up  committees  or  branches  as  are  necessary  for  the proper pursuit of the objects herein or any of them;

5.14   To open, maintain and or close any of its bank accounts;

5.15   To  employ  such  staff  (who  shall  not  be  Trustee)  as  are necessary for the proper pursuit of the objects and to make all reasonable   and   necessary   provision   for   the   payment   of pensions and superannuating to staff and their departments;

5.16   To appoint and remove or suspend and pay such officers, clerks researchers or other staff servants or persons either for temporary or special services as it may from time to time deem necessary and to determine their duties and powers and to fix their salaries and remuneration and (if considered necessary) to  provide residences  for  all  or  any  of  them  and  to require security of such amount as deemed fit for the proper and efficient discharge of such duties;

5.17   To employ any agent, servant or assistants to transact all or any business of whatever nature required to be done in furthering the purposes of this society. The Directors shall not be responsible for the default of any such agent or servant or assistant or any loss occasioned by their employment.

5.18  To improve, repair and maintain and insure against loss or damage by fire any of the  property and to discharge out of income or capital all the outgoing property payable in respect of the property without prejudice to the right of the Directors to make it a condition of letting any person into the possession of any of the property (whether as tenant at will or otherwise) that such person shall  pay and discharge all or any of such outgoings;

5.19   To permit any investments comprised in the society to be held in the name of any clearing bank, any trust, corporation or any stock broking company which is a member of the Stock exchange (or subsidiary of such a stock broking company as nominee   from   the   Directors   any   to   pay   such   nominee reasonable and proper remuneration for acting as such;

5.20   To allow the society property or any part thereof to remain as actually invested so long as the Directors think fit and to sell, call in and convert into money the same or any part thereof;

5.21   To invest or lay out any moneys, subject to the society hereof, in the purchase or upon the security of such stocks, shares, funds securities or other investments or movable property of whatsoever nature and wheresoever situated and whether involving liability or not or upon such personal credit and with or without security as the Trustees in their absolute discretion shall think fit AND all such control PROVIDED ALWAYS that the directors shall not engage in or carry on any business except in the course of actual execution of the purposes specified above or except where the work in connection with such business is mainly carried on by beneficiaries under such purposes;

5.22   To delegate to any one or more of the Directors the transaction of any business or the performance of any act required be transacting or performing in the execution of the society herein and which is within the professional or business competence of such director or directors.

Provided that the Directors shall exercise reasonable supervision over any director and directors acting on their behalf under this provision and shall ensure that their acts and proceedings are fully and promptly reported to them;

5.23   To accept property of any kind either for the general purposes of the society hereby declared or upon any special trusts of a public and charitable nature to be declared by the donor or testator but that the Directors shall not be obliged to accept any such property unless they consider desirable to do so. The trusts and powers herein declared and contained concerning the society property shall apply to any property so accepted except in so far as the same  may be inconsistent with such special trusts; and

5.24  To do all such other lawful things as are necessary for the achievement of the objects of the society.

ARTICLE 10: ELIGIBILITY FOR DIRECTORSHIP

6.0     No person shall be appointed as Director unless:

6.1     He or she has attained the age of 18 years; or

6.2      He or she has a proven direct or indirect interest in the successful operation of the society; and

6.3     In  circumstances  such  that  had  he  or  she  already  been  a director he or she would have been disqualified for office under the provisions of Article 8 here below.

ARTICLE 11: CESSATION OF DIRECTORSHIP

7.1     Directors shall cease to be director on the following groups:

7.1.1  Death;

7.1.2  Becoming insane, lunatic or of unsound mind;

7.1.3  Resignation  or  retirement   in  writing  PROVIDED  that  any director who shall desire to retire, shall signify such desire in writing to the Chairman and thereupon his name shall be removed from the list of  directors and he shall be deemed to have retired;

7.1.4  Expulsion due to willful disobedience of any of these rules or guilt of any conduct rendering one unfit to be director of the society, PROVIDED that before expelling him the Board of Directors shall call upon him for an explanation of his conduct and shall hear what he may wish to urge in his defense;

7.1.5  Being declared bankrupt by a Court of Law, PROVIDED that before expelling him the Board of Directors shall call upon him for an explanation of his conduct and hear what he may wish to urge in his defense;

7.1.6  Physical incapacity of a director lasting for over a year;

7.1.7  Conviction on a criminal offense coupled with conviction to a prison term for more than six months;

7.2     Upon a director ceasing to be a director under Article 8 above, the Board of Directors shall hold a general meeting and appoint another person to replace the outgoing director. A director whose directorship is terminated under the foregoing sub paragraph shall not be entitled to any refund or money, which he/she may have paid to the Society.

ARTICLE 12: EXECUTIVE COMMITTEE:

8.0 The office bearers of the association shall be at least four and shall include the following:

8.1     The President

8.2     The Vice President

8.3     The General Secretary

8.4     The Treasurer

8.5     Heads of the different committees.

ARTICLE 13: FUNCTIONS OF THE EXECUTIVE COMMITTEE

9.0     The committee shall have the following functions:-

9.1     To organize and guide the work of T.H.S in between the general meetings

9.2     To discuss and decide the important matters of the committee

9.3     To build the good image of T.H.S

9.4     To operate on behalf of T.H.S and manage the finances

9.5     May establish committee’s of T.H.S to carry out its aims and objectives

9.6     Unless   otherwise   specifically   designated,   any   committee created by the Board of Directors shall serve in an advisory capacity only, and no such committee shall have any authority over the activities, property and affairs of the society. Under no circumstances shall any committee:

9.6.1 Approve or recommend to member’s action that requires approval by members

9.6.2  Fill   vacancies   on   the   Board   of   Directors   or   any   of   its committees;

9.6.3  Adopt, amend or repeal the society constitution or

9.6.4  Approve a plan of merger; approve a sale, lease exchange or other disposition of all or substantially all, of the property of the society other than in the usual and regular course of affairs of the society or approval of a proposal to dissolve the NGO.

9.6.5  To appoint members of ad hoc committee

ARTICLE 14: APPLICABLE LAW

11.1   This THS. is established under the Laws of Tanzania and the construction and effect of each and every provision hereof shall be subject to the exclusive jurisdiction of and construed and regulated according the laws of Tanzania.

ARTICLE 15: CONFLICT RESOLUTION

11.1  Any disputes over the interpretation of this Constitution shall be referred to a penal consisting of three persons. One of whom shall be an advocate, one independent person and one a member of THS.

11.2   Any dispute arise between THS organs and one of its members, or between one member and another due to activities of the Society; may be submitted to the Executive ad hoc committee of the Society to entertain the matter.

11.3  Any party who aggrieved by the decision of the Executive’s ad hoc  committee  may  appeal  to  Board  of  Trustee  which  shall make a final decision.

ARTICLE 16: APPROVAL OF THE CONSTITUTION

WE, whose names and respective postal addresses appear hereunder, were being the prospective founder members of the Board of Registered Directors of THS. Registered Directors of THS, in of our acceptance of and willingness to be bound by the contents of this Constitution hereby sign against our names IN WITNESS THEREOF:

ATTESTATION

The above mentioned persons have signed this document in my presence at Ngorongoro, District this ………………. day of …………………………. the year 2021.

Drawn by

MWANAISHA M. YAKUBU (Advocate) P. O. BOX 16898

ARUSHA