CONSTITUTION

OF


THE REGISTERED TRUSTEES
OF THE CENTRE FOR
CLIMATE CHANGE
RESEARCH, ADAPTATION
AND MITIGATION








Put Address of the
Lawyer










ARRANGEMENT OF ARTICLES
ARTICLE
1. Name
2. Mandate of the Foundation
3. Vision and Mission of the Foundation
4. Objects of the Foundation
5. Board of Trustees and appointment of new Trustees
6. Tenure of office of the Trustees
7. Vacancies on the Board of Trustees
8. General powers of Trustees
9. Interest of Trustees
10. Service of process
11. Meetings of Trustees
12. Apportionment of moneys of the Foundation
13. Liability for loss
14. Rules and execution of instruments
15. Committees
16. Confidentiality
17. Director and other Employees of the Foundation
18. Common Seal
19. Execution of documents
20. Financial year
21. Audit
22. Reimbursement of costs
23. Dissolution of the Trust

ARTICLE 1
NAME

(1) The name of the Foundation shall be the CENTRE FOR CLIMATE
CHANGE RESEARCH, ADAPTATION AND MITIGATION (hereinafter
referred to as the Foundation). The Foundation shall be called CECCRAM in
short.

(2) The postal address for the Foundation shall be Post Office Box 30636, Capital
City, Lilongwe 3.

ARTICLE 2
MANDATE OF THE FOUNDATION
1. The Foundation shall promote rural development, climate change adaptation and
mitigation:

(a) through participatory research, capacity building and promotion of functional
and strategic partnerships;

(b) through collaborative research, creation of knowledge and development of
innovative sustainable solutions to climate change;

(c) by engaging the rural communities to develop their ability to adapt to and
mitigate against the effects of climate change and to ensure that their
livelihoods are sustainably compatible with environmental constraints; and

(d) by contributing to the improvement of the quality of life of rural communities
engaged in livelihood activities that are most vulnerable to the effects of
climate change.

ARTICLE 3

VISION AND MISSION OF THE FOUNDATION
(1) The vision of the Foundation is to have a nation that produces, processes and uses

innovative environmentally friendly technologies and is capable to adapt to and
mitigate against the effects of climate change.

(2) The Mission of the Foundation is to work with a wide variety of stakeholders in
conducting research and developing sustainable innovations in production,
environmental protection, biodiversity conversation, rural development and
functional local governance institutions that are able to advocate for the mitigation
and adaptation to the effects of climate.

(3) In the longer term, the Foundation should become self-sustainable through
promotion of investments by an arm of the Foundation.

ARTICLE 4
OBJECTS OF THE FOUNDATION

The objectives of the Foundation are to-
(a) Promote use of sustainable production and processing methods in the quest to
achieve food security, industrial development and economic development;
(b) Strengthen and diversify community livelihoods in the face of climate change.
(c) Ensure that natural resources management issues including Climate Change
related issues are raised and given adequate priority in national policy making
for, and that these priorities are reflected in the agenda of stakeholder and donor
consultations in this area;
(d) Promote the sequestration of carbon in communally owned woodlands and in
farmed landscapes, thereby benefiting from the incentives provided by the
growing voluntary and clean development mechanisms (CDM) related carbon
markets;
(e) Improve awareness in Malawi and beyond through dialogue with key actors on
conservation and management of natural resources and climate change issues in
Malawi and beyond through regular country visits and sharing of information
with relevant organisations and partners, who are committed to working in
improving the management of natural resources as well as in addressing
Climate Change and related issues;
(f) Support the identification and design of sustainable programmes in natural

resources management and including climate change adaptation and mitigation
in Malawi and beyond and help to mobilize resources for such programmes;

(g) Ensure that the promotion of national food security programmes in the African
context including natural resources conservation and maintenance of
biodiversity are linked to climate change mitigation and adaptation;

(h) Develop and/or adapt to the African context advocacy tools and guidelines,
based on accepted scientific grounds, relating to the management of natural
resources and its impact on climate change and national development;

(i) Provide support and advice the government and the Sub Saharan Africa (SSA)
on any matters related to climate change and sustainable development;

(j) build capacity on climate change issues, targeted at African negotiators and
tailored to the international climate change process;

(k) mainstream gender and climate change issues at all levels of natural resources
management processes and integrate climate change into national, sectoral and
community programs and policies.c; and

(l) do all such acts as are incidental and ancillary to the attainment of the above
objects.

ARTICLE 5
BOARD OF TRUSTEES AND APPOINTMENT
OF NEW TRUSTEES

(1) The Foundation shall be administered by a Board of Trustees consisting of
not less than three and not more than nine members.
(2) The Trustees shall appoint a Chairperson and a Vice-Chairperson from
amongst their number.
(3) The funds and property of the Foundation shall vest in the Board of Trustees
and shall be applied by them solely for the purpose of carrying out the

objects of the Foundation.
(4) No person shall be appointed, or continue to act as a Trustee who-

(i) is, under any law in force in Malawi, adjudged or otherwise
declared to be of unsound mind;
(ii) is an undischarged bankrupt, having been adjudged or otherwise
declared to be bankrupt under any law in force in Malawi; and
(iii) has been convicted of an offence involving dishonesty or breach
of trust.

(5) The validity of any proceedings of the Board shall not be affected by any vacancy
among the members thereof or by any defect in the appointment of any member.

ARTICLE 6
TENURE OF OFFICE OF THE TRUSTEES

(1) A Trustee shall hold office for a period of three years but shall be eligible for
re-appointment for another period of three years.

(2) A Trustee may resign his or her office by giving notice in writing to the
Foundation.

(3) The Board of Trustees may, and after giving reasons, suspend any Trustee from
office as Trustee and any person so suspended shall forthwith execute and do all
such deeds and things, if any, as may be necessary for vesting in the persons
who after his suspension are the Trustees for the time being any part of the
Foundation property which may be vested in him whether alone or jointly.

ARTICLE 7
VACANCIES ON THE BOARD OF TRUSTEES

(1) A vacancy on the Board of Trustees shall arise on -
(i) the expiry of the term of office of a Trustee;
(ii) resignation of a Trustee after giving one month's written notice to the

Foundation;
(iii) the death of a Trustee;
(i) a Trustee failing to attend, without valid excuse, three consecutive
meetings of the Board of which he or she has had notice;
(ii) a Trustee being convicted of an offence for which he or she is sentenced
to a term of imprisonment without the option of a fine; and
(iii) a Trustee being suspended pursuant to Article 4 (3).
(2) A vacancy due to any of the above shall be filled by the remaining Trustees.

ARTICLE 8
GENERAL POWERS OF TRUSTEES

In addition to the powers conferred upon the Trustees elsewhere in this Constitution,
the Trustees shall have the following powers-
(a) to monitor the activities of the Foundation;
(b) to ensure that the Foundation remains true to its objects;
(c) to coordinate with other Foundations and organisations in the provision
of agricultural and climate change services;
(d) to ensure the fiscal integrity of the Foundation;
(e) in the event of dissolution of the Foundation, resolve any outstanding
financial matters;
(f) to raise and receive funds and donations for the purposes of the
Foundation;
(g) to co-operate with the Government, donors and other organizations and
agencies in matters relating to the objects of the Foundation;
(h) to prescribe the fees payable for the services rendered by the
Foundation, when necessary;
(i) to vary, from time to time, any investments made in pursuance hereof
and to receive and collect any rentals, income or interest or other dues
which may accrue to the Foundation.
(j) to apply any money forming a part of the funds of the Foundation in
improving or developing any land or buildings forming part of the funds
of the Foundation or erecting, enlarging, improving or rebuilding any

building upon such land or decorating, redecorating, equipping or
furnishing any such buildings for the benefit of the Foundation.
(k) to liase and work with other Foundations, Associations and other
organizations in the agriculture and climate change sector;
(l) to sell, lease, mortgage, charge, license and generally manage and deal
with any land of any tenure which or the proceeds of the sale of which
may at any time form part of the Funds of the Foundation;
(m) to accept moneys and assets of any description from any donor for the
purposes of the Foundation and to use such moneys and assets in a
manner consistent with the objects of the Foundation;
(o) where appropriate, to appoint managers, officers and other staff of the
Foundation and to set their conditions of service and to do all such other
lawful things as in the opinion of the Trustees may be requisite for the
effective management of the Foundation and the Funds of the
Foundation and to give effect to the objects of the Foundation as set out
in this Constitution;
(p) to determine the financial programme of the Foundation for each year
and the programme for implementing the objects set out in this
Constitution;
(q) to determine and review the policies of the Foundation having regard to
its purposes and functions as set out in this Constitution;
(r) to appraise and evaluate the performance of the management and staff of
the Foundation and to determine their levels of remuneration and other
conditions;
(s) to vary and to amend this Constitution;
(t) to dissolve the Foundation and to determine the manner of disposing of
any assets after the discharge of all debts and other obligations of the
Foundation;
(u) to operate bank accounts in any financial institution in Malawi or
abroad;
(v) to decide how to deal with any financial surplus that the Foundation may
realize;
(w) to make by-laws and regulations for the good governance of the

Foundation; and
(x) to do all such other acts, matters and things as the Trustees may deem
necessary in order to achieve and give effects to the objects of the
Foundation.

ARTICLE 9
INTEREST OF TRUSTEES

(1) A Trustee shall declare any interest which he or she has or may have in any
business which may be a party to any contract with the Foundation and shall, in
such event, retire from that part of the meeting of the Trustees or any committee
of the Trustees at which the matter is being discussed.

(2) Failure by a Trustee to make the declaration referred to in sub-article (1) shall
render the decision of the meeting on the matter null and void.

ARTICLE 10
SERVICE OF PROCESS

The Trustees shall register with the Registrar General an address in Malawi at which
service of process and notices may be effected by or against them.

ARTICLE 11
MEETINGS OF TRUSTEES

(1) The Trustees shall hold ordinary meetings at least once in every three months
and every notice for such meeting shall be in writing two weeks before the
meeting and shall specify the agenda, time and place of the meeting.

(2) The Trustees shall hold extraordinary meetings at the instance of the
Chairperson or any number of Trustees constituting a simple majority.
(3) A quorum at a meeting of the Trustees shall be constituted by a simple majority
of the Trustees.


(4) The following resolutions shall be passed by a two-thirds majority vote of all
the Trustees -

(i) resolutions altering the objects of the Foundation;

(ii) resolutions for amalgamating the Committee with any other
Foundation or body;

(iii) resolutions concerning the sale or other disposal of any of the
assets of the Foundation or the assets of any firm or organization
in which the Foundation has a pecuniary interest.

(5) The Trustees shall, by a two thirds majority vote, appoint a Chairperson and a
Vice Chairperson from amongst their number.

(6) The Chairperson shall preside over the meetings of the Trustees and in the
absence of the Chairperson, the Vice Chairperson shall preside.

(7) Decisions of the Trustees shall be taken by a majority of the votes of the
Trustees present and the Chairperson shall have a casting vote in addition to his
or her deliberative vote.
(8) Any decision of the Trustees made or taken otherwise than in accordance with
the provisions of the Article shall be null and void.

(9) The Trustees may at any time and for any period invite any person to attend any
meeting of the Trustees and take part in the deliberations of the meeting but
such person shall not be entitled to vote at the meeting.

ARTICLE 12
APPORTIONMENT OF FOUNDATION MONEYS

(1) The Trustees may, in accordance with appropriate accounting principles,
determine whether any money accruing to the Foundation are to be considered

as capital or income and may apportion and blend funds, consolidate
investments and determine all questions or matters arising in the administration
of the Foundation.

(2) All costs, charges and expenses of the Foundation shall first be paid out of the
incomes of the Funds of the Foundation and out of capital of the Funds of the
Foundation only if the incomes of the Funds of the Foundation are inadequate
for that purpose.

ARTICLE 13
LIABILITY FOR LOSS

In carrying out their duties, the Trustees or any one of them shall not be liable to the
Foundation for any loss which may occur as a result of any investment made in good
faith by the Trustees or occasioned by any mistake or omission made in good faith by
the Trustees or any of them or as a result of any negligence, dishonesty or fraud of any
agent or employee of the Foundation, unless such loss arises from any neglect,
dishonesty or fraud of the Trustees or any of them.


ARTICLE 14
RULES AND EXECUTION OF INSTRUMENTS

The Trustees shall have power to make such rules and execute such instruments as they
may consider proper for the regulation of their meetings and for the management of the
affairs of the Foundation and may, from time to time, alter, rescind or amend such rules
or instruments.

ARTICLE 15
COMMITTEES

(1) The Trustees shall have power to appoint committees consisting of such number
of Trustees or other persons as the Trustees shall consider appropriate and to
delegate to such committees the powers and duties exercised by the Trustees

under this Constitution except the power to make rules and execute instruments
conferred by Article 14.

(2) Any committee may co-opt to its meetings any person whose knowledge of any
subject under discussion is considered by the Foundation to be useful but such
person shall not be entitled to vote.

ARTICLE 16
CONFIDENTIALITY

Every Trustee, donor, co-opted person or consultant to the Foundation who attends a
meeting of the Trustees or of a committee of the Trustees shall regard and deal with as
confidential all information which may come to his or her knowledge in the course of
his or her dealings with the Foundation.

ARTICLE 17
DIRECTOR AND OTHER EMPLOYEES OF THE FOUNDATION

(1) There shall be a Director and other employees of the Foundation.

(2) The Trustees shall, on such terms and conditions, appoint the Director who shall
be the chief executive officer of the Foundation and shall, in addition, perform
such duties as the Trustees shall assign to his or her office and shall ensure the
effective administration of the Foundation.

(3) The Trustees may appoint, on such terms and conditions as they shall
determine, such other employees, subordinate to the Director, to assist the
Director in discharging his or her duties and responsibilities.

(4) The Trustees may delegate to the Director the appointment of employees of
such junior ranks as the Trustees shall specify.



ARTICLE 18
COMMON SEAL

(1) The common seal of the Foundation shall not be affixed to any instrument
except by any two Trustees for the time being authorized in that behalf by the
Board of Trustees and both shall sign the instrument to which the common seal
is affixed in the presence of each other.

(2) The common seal of the Foundation shall be kept under lock and key and there
shall be kept and maintained a register of all instruments to which seal has been
affixed.

ARTICLE 19
EXECUTION OF DOCUMENTS

All documents, other than those requiring the common seal, made in the name of the
Foundation and all decisions of the Trustees shall be signified under the hand of the
Chairperson or any Trustee duly authorized by the Board of Trustees.

ARTICLE 20
FINANCIAL YEAR

The financial year of the Foundation shall be from 1st July in each year to 30
th
June the
following year. The period between the date of this Constitution and the 30th June next
shall be deemed to be the financial year of the Foundation and the accounts for that
period shall be audited pursuant to Article 21 as if they were for a full financial year.

ARTICLE 21
AUDIT
The accounts of the Foundation shall be audited annually by an independent auditor
appointed by the Trustees.

ARTICLE 22
REIMBURSEMENT OF COSTS


The Trustees shall not be entitled to receive any salary out of the funds of the
Foundation but shall be reimbursed out of the funds of the Foundation for any
reasonable expenses incurred by them for attending meetings of the Trustees. To
encourage participation in BOT meetings, the trustees will be paid reasonable daily
sitting allowance fees

ARTICLE 23
DISSOLUTION OF THE TRUST

The Board of Trustees may dissolve the Trust:
Provided that before such dissolution, the Board of Trustees shall decide the allocation
of any remaining assets of the Foundation to another Foundation or organization with
objects similar to those set out in Article 4 of this Constitution.

CERTIFIED BY-
---------------------------
CHAIRPERSON