Constitution of

Liver Foundation (Myanmar)

September 2012
15-Sep-12

Article I GENERAL
Name of the foundation

1.1

The name of the foundation is Liver Foundation (Myanmar) .

1.2

Shortened form of the name of the foundation is LFM or MLF

1.3

The logo of the foundation shall be as follow;

Mission and vision statement of the foundation

1.3

Mission: Liver Foundation (Myanmar) will implement awareness raising actions and
preventive interventions, support and provide access to investigation and treatment
facilities, perform surveys and researches, and train health professionals, for chronic
hepatitis virus infections and liver diseases countrywide in Myanmar. Our ultimate
goal is to work with governmental organizations, non-governmental organizations and
individuals for ceasing the death toll and betterment of the lives of the people with
chronic hepatitis B and C.

1.4

Vision: Liver Foundation (Myanmar)- Creating Myanmar with low rate of chronic
Hepatitis B and C

The activities of Liver Foundation (Myanmar), but NOT limited to:

1.5

Raise awareness of chronic viral hepatitis. This specifically involves out-reach health
education activities, conducting hepatitis infections awareness week and organizing
World Hepatitis Day and supporting national World Hepatitis Day programs.

1.6

Promote preventive measures in community. That includes vaccination of

institutionalized or non-institutionalized communities and educating communities for
prevention of hepatitis infections.
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1.7

Improve accessibility to testing and treatment of chronic hepatitis B and C infection

by establishing or supporting clinics and labs in different regions of the country.

1.8

Build capacity of the health and related professionals on hepatitis viral infections
management through training, best practice workshop, seminar and conference

1.9

Conduct appropriate surveys and researches for chronic hepatitis B and C infections
statistic and treatment improvement in Myanmar

1.10

Support self-help groups with the members who are chronic hepatitis B or C patients

1.11

Encourage government to have an effective strategy in place to combat chronic

hepatitis B and C

Article II INCOME AND PROPERTY OF THE FOUNDATION

2.1

Members and office -bearers have no rights in the property or other assets of the
foundation solely by virtue of their members of office-bearers.

2.2

The income and property of the foundation shall be used solely for the promotion of
its stated mission and vision and shall not be paid or distributed directly or indirectly
to any person, or to any member of the foundation or office -bearers, except as
reasonable compensation for services actually rendered to the association or
reimbursement of actual costs or expenses reasonably incurred on behalf of the
foundation

Article III MEMBERSHIP

Membership criteria, procedures and fees
3 .1

Types of membership: There will be two types; Core membership and ordinary
membership.

3.2

The total number of core members shall be determined by the board and the board has
the right to assign or terminate anyone to be in core membership status. There will be
no limit for the total number of ordinary members.

3.3

Membership of the foundation shall be open to any person over the age of 18 years
interested and who want to participate in the foundations activities.

3.4

It is not necessary to be a member of the foundation in order to take part in awareness

raising and preventive activities organized by the foundation. Non-members are
strongly encouraged to take part in these activities.

3.5

To be a member, every person will have to submit the application and pay monthly
membership fee which is set by the board annually at annual meeting.

3 .6

The board may by resolution in its sole discretion

3.6.1 Approve the membership application
3.6.2 Refuse to admit any person as a member
3.6.3 Suspend an existing member.

3.7

The foundation shall maintain at its office a Register of Members. No person shall
become a Member unless and until his name has been entered in the Register of
Members.

Rights of members
3 .8

Core member s shall have one vote but ordinary wont.

3.9

Me mbers can attend the meetings of the foundation, participate and organize the
activities of the foundation if assigned by board of directors or executive committee.

3.10

Should a member wish to withdraw from the foundation he shall give written notice to
the foundation at its registered office of his intension so to do and he shall cease to be
a member 30 days after receipt by the foundation of such notice.

3 .11

The rights of a Member shall be personal, shall not be transferable and shall
terminate_
3.11.1 on his death;
3.11.2 on this becoming of unsound mind;
3.11.3 on his suspension;
3.11.4 on his ceasing to be a Member in terms of article 2.8

Article IV MEETING
4.1

Types of the meetings: the meeting shall be the Annual general meeting or a Special
general meeting.

4.2

The Annual general meeting shall be held;

4.2.1 in the case of first such meeting, within a period of 18 months after the date of
the incorporation of the foundation;
4.2.2 thereafter within no more than 6 months after the end of every ensuring
financial year of the foundation

4.3

A Special general meeting may be held at any time and may be called by the board or
not less than one -quarter of the core members.

4.4

At least twenty -one days written notice if the meeting is called for passing a special
resolution and fourteen days written notice if it is for any other meeting must be given
to all members (both core and ordinary members) stating the date, time, place and
agenda of the meeting.

4.5

Power of the annual general meetings: The members in a properly convened general
annual meeting of the foundation is the highest decision-making structure of the
foundation as set out in this constitution. The members in general meeting may
review, approve or amend any decision taken by the board but no such resolution of
the foundation shall nullify any earlier resolution taken by the board in accordance
with the provisions of this constitution.

4.6

Procedures at the general meetings: The members may regulate their meetings and
procedures as it finds fits, subject to the following;

4.6.1 The Chairperson shall chair all general meetings. If Chairperson is not present
within fifteen minutes of the appointed time of the meeting, the Vicchairperson shall chair such meeting. In both their absence, the members
present at the meeting shall elect a chairperson for that meeting.
4.6.2 General meetings of the foundation may be conducted face -to-face or
electronically which would allow members to be present and participate
through electronic means.
4.6.3 The quorum for general meetings of the foundation shall be one-quarter of the
core members of the foundation. If the quorum is not present within fifteen
minutes of the appointed time of the meeting, the meeting must be adjourned
to another date within fourteen days thereafter. Notice, as provided for under
the constitution, must be given to all members of the foundation of such
adjournment.
4.6.4 A resolution put to the vote shall be decided by means of a shadow of hands or
by ballots. A vote by ballot can be demanded by not less than one third the
core members present or represented by proxy.
4.6.5 Each core member present or represented by proxy shall be entitled to one
vote.
4.6.6 Except where this constitution requires a higher threshold, questions arising
shall be decided by a majority of votes. Should there be an equality of votes
the Chairperson shall have a casting or second vote.
4.6.7 Proper minutes and attendance records must be kept of all general meetings.
The chairperson must sign the minutes which shall be available at all time for
inspection or copying by any members of the foundation on two days notice
to the secretary.
Article V MANAGEMENT OF THE FOUNDATION
Board of directors

5.1

Power: The business of the foundation (including implementing activities and

fundraising) shall be managed by the board who may exercise all the powers of the
organization as per the Act or by these presents required to be exercised by the
foundation in general meeting.

5.2

Number and Portfolios: The board shall consist of not less than seven and not more
than 11 members. Should the number of directors for any reason be reduced below
seven, the continuing directors may act for the purpose of increasing the number of
directors in terms of article 5.5. The board shall bear the following protfolios: the
Chairperson, the Vice -chairperson, the Treasurer, the Secretary, the Vice-secretary
and the rest shall be members of the board.
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5.3

Except the first time board of directors, the election of directors shall be by ballot.
However, if the candidates validly nominated for election to the board are not more in
number of vacancies on the board, the candidates nominated shall be deemed to have
been duly elected.

5.4

If a candidate for election to the board is not a retiring director, a nomination of a

member for election to the board shall be:
5.4.1 Made in writing
5.4.2 Signed by at least two core members other than the candidates
5.4.3 Given to the Secretary not less than seven days before the day appointed for
the annual general meeting at which the election is to take place; and
5.4.4 Accompanied by a written statement signed by the candidate indicating his
willingness to stand for election

5.5

The board shall have the power at any time and from time to time to appoint a
member as a director, either to fill a casual vacancy or as an addition to the board. A
director so appointed shall hold office until the next following annual general meeting
of the foundation and then shall be eligible for election without nomination.

Terms of the office

5.6

At least three directors shall retire at the annual general meeting of every two years
but shall be eligible for re-election. The rotation for retirement shall be decided by the
directors themselves and, failing agreement, shall be decided by lot, provided that
each director shall retire not later than three years after election.

Removal and disqualification of directors

5.7

A member of the board may resign from office in writing. A board member shall be
disqualified from office upon termination of membership to the foundation and
becoming incapable by reason of mental illness. A member can be removed from
office through a two-thirds resolution of the remaining board members, consisting of
not less than five.

Delegation of powers

5.8

The board may delegate any of its powers or functions to a committee or staff or
member(s) of the foundation provided that; such delegation and conditions are
reflected in the minutes for that, at least one board member serve on the committee,
the board in advance approves all expenditure incurred by the committee or member,
and the board may revoke the delegation or amend the conditions.

Procedures at the general meetings

5.9

The board may regulate their meetings and procedures as it finds fits, subject to the
following;
5.9.1 The Chairperson shall chair all board meetings. If Chairperson is not present
within fifteen minutes of the appointed time of the meeting, the Vicchairperson shall chair such meeting. In both their absence, the board
members present at the meeting shall elect a chairperson for that meeting.
5.9.2 Board meetings of the foundation may be conducted face -to-face or
electronically which would allow members to be present and participate
through electronic means.
5.9.3 The chairperson shall convene a meeting of the board at least six-monthly and
at the written request of any two members of the board.
5.9.4 The quorum for board meetings of the foundation shall be two-third of the
serving board of directors.
5.9.5 If the quorum is not present, the board may make no decision, except to
preserve the assets of the foundation and to call a meeting of the general
members.
5.9.6 Each board member present or represented by written proxy shall be entitled
to one vote.
5.9.7 Questions arising shall be decided by a majority of votes. Should there be an
equality of votes the chairperson shall have a casting or second vote.
5.9.8 Proper minutes and attendance records must be kept of all general meetings.
The chairperson must sign the minutes which shall be available at all time for
inspection or copying by any members of the foundation on two days notice
to the secretary or the vice-secretary.
5.9.9 A resolution signed by all members of the board shall be as valid as if passed
at a duly convened meeting of the board.

5.9.10 The board may appoint employees who may form the running office of the
foundation upon such lawful terms and condition as it may deem necessary.
Conflict of interest

5.10

Any actual, potential or perceived conflict of interest on the part of a member of the
board, on a matter pertaining to the foundation, must be disclosed in writing to the
board which shall record such conflict of interest in the minutes of the board meeting.
Such member may be requested by the board to state his/her position in the matter or
to respond to pertinent questions, but shall not vote or use his/her influence on the
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matter and shall not be counted for purpose of determining a quorum for the meeting
where the voting takes place.
Confidentiality

5.11

All matters pertaining to litigation, security measures, contractual negotiations,

employment matters and any other matters deemed confidential by the board must be
treated as confidential and only the actual decisions may be disclosed to the general
public and members.

Article VI FINANCE AND REPORTS

6.1

Bank account: The board must open a bank account in the name of the foundation
with a registered Bank. All cash received on behalf of the foundation shall, as soon as
reasonably possible be baked into a bank account.

6.2

Signing: Cheques and other documents requiring signature on behalf of the

foundation shall be signed by at least two persons authorized by the board.

6.3

Financial year-end: The financial year of the foundation shall be the end of March.

6.4

Financial reports: The board or an assigned committee must ensure that proper
records and books of account which fairly reflect the affairs of the foundation are
kept, and within six months of its financial year a report is compiled by an
independent practicing auditor whether or not its accounting records, the counting
policies are appropriate and have been appropriately applied with in preparing the
financial statement and the foundation has complied with the financial provisions of
this constitution.

6.5

The board shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations the accounts and books of
the foundation or any of them shall be open to the inspection of members, not being
directors and no member (not being a director) shall have any right of inspecting any
account or document of the foundation in general meeting.

6.6

The board shall in respect of every financial year of the foundation cause to be made
out annual financial statements and shall lay them before the annual general meeting
of the foundation in respect of that year.

6.7

A copy of annual financial statements which are to be laid before the foundation in
annual general meeting, shall not less than twenty one days before the date of the
meeting be sent to every member of the foundation.

6.8

Internal Auditor: Internal auditor shall be appointed by the board.

Article VII AMENDMENTS AND DISSOLUTION

7.1

This constitution may be amended, the name of the foundation may be changed and
th e foundation may be dissolved by resolution of two-third of the voting members
present at a general meeting.

7.2

At least twenty -one days notice of the meeting stating the nature of the resolution to
be proposed must be given to all the members of the foundation.

7.3

Upon the dissolution of the foundation, after all debts and commitments have been
paid, any remaining assets shall not be paid or distributed amongst members, but shall
be transferred by donation to some other non-profit organization which the board
considers appropriate and which has objectives the same or similar to the objectives
of the foundation.

Article VIII IDEMNITY

8.1

Subject to the provision of any relevant law, members, office-bearers or appointed

delegates of the foundation shall be determined by the foundation for all acts done by
them in good faith on its behalf.

8.2

Subject to the provisions of any relevant law, no member of the foundation or

appointed delegates shall be liable for the acts, receipts, neglects, defaults of any other
member or office bearer, or for any loss, damage or expense suffered by the
foundation, which occurs in the execution of the duties of his or her office, unless it
arises as a result of his or her dishonesty, or failure to exercise the degree of ca re,
diligence and skill required by law.