Botswana-China Friendship Association Formally Established

The inauguration ceremony of the Botswana-China Friendship Association (BOCFA) went on in a lively environment at the residence of the Chinese Ambassador to Botswana during the evening of 12th February, 2009.

Chinese Ambassador Mr. Ding Xiaowen, together with distinguished guests the Assistant Minister of Education and Skills Development, Hon. Kavis Kario, the Deputy Permanent Secretary of the Ministry of Foreign Affairs and International Cooperation, Mr. S.C. George, the CEO of BEDIA, Ms. Dorcas Makgato-Malesu and members of BOCFA were present at the ceremony.

The following is the Constitution of BOCFA.

CONSTITUTION Of Botswana-China Friendship Association

1. Name

1.1 This Society shall be known as the “Botswana-China Friendship Association” hereinafter referred to as the “Association”.

2. Interpretation

2.1 The following words and expressions shall have the following meanings:-

a) “Association” shall mean Botswana-China Friendship Association

b) ”Committee” shall mean the governing body of this Association appointed in terms of the constitution referred to as a Committee.

c) Words signifying the singular number shall include plural or vice-versa unless they appear otherwise from the context.

3. Headquarters of the Society/Association

3.1 Its headquarters shall be at “Gaborone International Commerce Park, Plot 78, Unit 4” or such other address as may subsequently be decided upon by the Committee. The Association shall carry out its activities only in places and premises, which have the prior written approval from the relevant authorities, where necessary.

4. Objects

The objects of the society are

4.1 To build a lasting friendship based on mutual understanding between the people of Botswana and the people of China.

4.2 Sponsor speakers and programs which inform Botswana people about China and vice versa, organizing tours and special study groups to China and Botswana, publishing newsletters and other literature, promoting friendship with Chinese people, tourists, businessmen in Botswana, and promoting cultural, commercial, technical exchanges with Chinese institutions and academies.

4.3 To provide effective means to help its Chinese members adapt to Botswana culture, promote Chinese culture to the community and enhance the involvement of its members in the community.

5. Statement of principles

5.1 The Association recognises that friendship between our two peoples must be based on the knowledge of and respect for sovereignty of each country, therefore, we support the declaration of the Republic of Botswana that the there is only one China, the People’s Republic of China, and the resolution of the status of Taiwan is the internal affair of the Chinese on both sides of the Taiwan Straits.

We also recognise that friendship between our two peoples and good relations between our two governments plays a critical role in maintaining peace in Africa and in the world.

6. Rights of Members

6.1 The Association shall have only one class of members. No members shall have more than one membership, and each shall have the same rights, privileges, restrictions and conditions.

7. Admission and Qualification of Members

7.1 Persons applying to become members shall be admitted to membership upon paying the annual dues and applying for membership in writing, which shall include the applicant’s agreement with the Association’s Statement of Principles.

The President with the approval of the Committee, may reject a membership application, including membership renewals, if there is evidence that the person has willingly and knowingly engaged in conduct materially and seriously prejudicial to the interests or purposes of the Association, or its members.

For a person to qualify for membership he or she must meet the following conditions:

7.2 Any Botswana national who has stayed in China for a minimum of three months is eligible.

7.3 Any Botswana national who intends to visit or stay in China for a minimum of three months is eligible.

7.4 Any Botswana national who has a keen interest in cultural, technical, educational or commercial exchanges between Botswana and China is eligible.

7.5 Any Chinese national who has stayed or resides in Botswana for a minimum of three months is eligible.

7.6 Any Chinese national who intends to visit or stay in Botswana is eligible.

7.7 Any Chinese national who has a keen interest in cultural, technical, educational or commercial exchanges between Botswana and China is eligible

7.8 spouses may join the Association by virtue of their partners having stayed in China or Botswana.

7.9 Chinese and Botswana nationals who are eighteen years of age and meet conditions contained in clauses; 7.2, 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8 are eligible.

8. Dues

8.1 Dues are determined by action of the membership

9. Membership Records

9.1 All membership records, including renewals and termination, shall be maintained by the Committee through the Secretary’s office.

9.2 The secretary shall have the responsibility of providing an updated membership list to the Association, periodically as determined by the Committee, and shall provide a complete report on membership at each General Meeting.

10. Termination of Membership

10.1 Grounds for Termination: The membership of an individual shall terminate upon the occurrence of any of the following:

10.2 Upon the member’s notice of such termination to the Committee.

10.3 Upon failure to renew his or her membership by not paying dues.

10.4 Upon determination by the Committee based on adequate evidence that the member has willingly and knowingly engaged in conduct materially and seriously prejudicial to the interests or purposes of the Association.

11. Procedure for Expulsion

11.1 Any complaint that requests the Committee to consider expelling a member must be signed by at least five Botswana-China Peoples Friendship Association members.

11.2 The complaint should describe the conduct of the member and how this conduct is detrimental to the interests or purposes of the Association.

11.3 The complaint will be delivered to the President of the Association and then recorded and filed by the Secretary, The President shall then consult with the Committee, which shall be responsible for considering the complaint and taking necessary action.

11.4 If the Committee is convinced that there is reason to believe that the complaint is valid and that the conduct described is seriously and materially prejudicial to the Association, the Committee shall send a copy of the complaint by mail to the last address of the member as shown on Association records, and request that the member respond in writing within fifteen (15) days. If needed the Committee may request additional information or corroboration from the members who signed the complaint or other persons.

11.5 If the Committee, after reviewing the complaint, response and any additional information, decides to expel the member, a notice shall be sent by registered mail to the last address of the member as shown on the Association’s records, setting forth the expulsion and the reasons thereof.

11.6 The notice shall be sent at least fifteen (15) days before the effective date of the proposed expulsion.

11.7 The notice to the member of the proposed expulsion shall state the date, time, and place of the hearing.

11.8 The member being expelled shall be given an opportunity to be heard, either orally or in writing, at the hearing conducted by the body and held not less than three (3) days before the effective date of the proposed expulsion.

11.9 Following the hearing, the body shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way, and shall notify the member of their decision.

11.10 A return record of the hearing, the decision, and the reasons therefore shall be sent to the President, within one week of the decision.

12. Supreme Authority, Place and Times of Meetings

12.1 The supreme authority of the Association is vested in a General Meeting of the members.

12.2 Meetings of the entire membership or General Meeting shall be held at least once a year at such times and places as may be designated by the Committee.

12.3 Special meetings or Extraordinary General Meeting may be called at anytime at places and times as may be designated by the Committee through the President.

13. Notice of Meetings

13.1 Time of notice: whenever members are required or permitted to take action at a meeting, written notice of the meeting shall be given not less than twenty (20) nor more than ninety (90) days before the date of the meeting to each member.

13.2 Notice of a members’ meeting shall be given either by mail or other means of written communication (including public media and Association’s publication), addressed to the members at the address of such member appearing on the records of the Association.

13.3 Notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

13.4 Notice of a membership meeting shall state the place, date, and the time of the meeting. In the case of special meeting, the nature of the business to be transacted and no other business may be transacted. However, any proper matter may be presented at a special or General Meeting for action.

13.5 The Extraordinary General Meeting shall be convened within six weeks from receiving this request to convene the Extraordinary General Meeting.

14. Quorum for the Meeting

14.1 A quorum is achieved when there are present a total of one-third (1/3), or more, of the members of the Association.

14.2 The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of one or more members from the meeting. However, any action taken after the loss of an initial quorum must be approved by at least a majority of the number required to achieve the initial quorum.

15. Majority Action as Membership Action

15.1 Every act or decision done or made by a majority of votes cast at a duly held meeting at which a quorum is present, is the act of the members, unless the law requires a greater number.

16. Voting Procedure

16.1 The procedure for voting is determined by the Committee.

16.2 No voting by proxy shall be permitted at meetings of the membership.

16.3 Meetings of members including the Committee shall be presided over by the President of the Association or by a member of the Committee chosen by the President.

16.4 The voting will either be by show of hands or by secret ballot, subject to the agreement of the majority of the voting members present. In the event of a tie the Chairperson of the meeting shall have a casting vote.

17. Committee

17.1 The Committee shall be the body of representative members elected by the Association at one of the Annual General Meeting and will consist of the:

· President,

· Deputy/Vice Presidents x 2

· Secretary,

· Vice Secretary

· Legal Advisor

· Treasurer

· Four members elected at the Annual General Meeting.

The Committee’s main functions include but are not limited to, the following:

17.2 Administration (internal concerns, archives, liaising with NGOs and other associations.

17.3 Constitutional affairs (review for changes needed and draft proposed amendments)

17.4 Endowment (investment, reporting)

17.5 Finance (budget, financial accounting, investments, reporting)

17.6 Outreach (Pen Pal in China, Photo Exhibits, Film Library, Study in China and Botswana, Cultural Festivals, Friendship through the Arts).

17.7 TV Documentaries.

17.8 Membership (receive and report memberships and dues, overseas contractor who keeps database).

17.9 Programs (Botswana-China Review, exchanges and delegations)

17.10 Tours (design itineraries, recruit leaders and passengers, prepare and disseminate tour information, receive, disburse, and account for income and expenses).

17.11 Long-range Planning (sets goals, recommends future activities, reviews effectiveness of programs and committees, promotional items).

17.12 China Travel in Botswana

17.13 Organise seminars (secure meeting rooms, decide theme and topics, recruit speakers, publicise set fees, register participants, promotional items).

17.14 Organise and encourage participation in cultural and national activities/festivities of both countries.

17.15 A Committee Meeting shall be held at least once every ten weeks after giving twenty-one days' notice to Committee Members. The President may call a Committee Meeting at any time by giving seven days' notice. At least fifty percent (50%) of the Committee Members must be present for its proceedings to be valid.

17.16 Any member of the Committee absenting himself from three meetings consecutively without satisfactory explanations shall be deemed to have withdrawn from the Committee and a successor may be co-opted by the Committee to serve until the next Annual General Meeting. Any changes in the Committee shall be notified to the Registrar of Societies within two (2) weeks of the change.

17.17 The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and shall always remain subordinate to the General Meetings.

17.18 The Committee has power to authorise the expenditure of a sum not exceeding P10 000.00 (ten thousand pula) per month from the Association’s funds for the Association’s purposes.

18. Officers

18.1 The officers shall be a President, Vice/Deputy Presidents, Treasurer, Legal Advisor, Secretary and Deputy Secretary who shall be elected at one of the Annual General Meeting for a two year term.

18.2 The officers may be elected for such consecutive terms as the membership shall determine.

19. Duties of President

19.1 The President, as Chief Executive Officer, shall:

19.2 Preside at meetings of the membership and Committees, unless he or she appoints another qualified person to preside.

19.3 Serve as ex-officio member of all Committees.

19.4 Give leadership in development and implementation of Association’s goals.

19.5 The President is the chief protocol officer of the Association. As such, the President maintains proper relations with personnel from the Embassy of People’s Republic of China, and with friendship associations and other organisations within the P.R.C.

19.6 The President shall do all duties incident to his or her office and such other duties as may be required by law and by-laws., or which may be prescribed from time to time by the Committee or general membership at General Meetings.

20. Duties of Vice/Deputy President(s)

20.1 The Association at its General Meeting may establish one or more vice president positions.

20.2 In the absence of the president, or in the event of his or her inability or refusal to act, a Vice President may be designated by the Committee to perform all duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President.

20.3 Such Vice President shall have other powers and perform such other duties as may be prescribed by the Committee or Association.

21. Duties of Secretary

21.1 The Secretary shall:

21.2 Certify and keep at a location determined by the Committee the original, or a copy, of the constitution of this Association as amended, a book of minutes of all Committee meetings and those of General Meetings.

21.3 See that all notices are duly given in accordance with the provisions of this constitution or as required by law.

21.4 In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, or which may be assigned to him or her by the Committee.

22. Duties of Vice/Deputy Secretary

22.1 In the absence of the secretary, or in the event of his or her inability or refusal to act, a Vice secretary may be designated by the Committee to perform all duties of the Secretary, and when so acting shall have all the powers of, and be subject to all the restrictions on the Secretary.

22.2 Such Vice Secretary shall have other powers and perform such other duties as may be prescribed by the Committee or Association.

23. Duties of Treasurer

23.1 The treasurer shall:

23.2 Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the association in such banks, trust companies, or other depositories as shall be selected by the Committee.

23.3 Be responsible for reconciling the year-end balances of all funds belonging to the Association, and reporting on all funds in the annual report to members.

23.4 Receive, and give receipt for, monies due and payable from any source whatsoever.

23.5 Disburse or cause to be disbursed funds as may be directed by the Committee, taking proper vouchers for such disbursement.

23.6 Keep and maintain adequate and correct accounts of properties and business transactions, including accounts of assets, liabilities, receipts, disbursements, gains and losses.

23.7 Exhibit at all reasonable times the books of accounts and financial records to any Committee member or o his or her agent or attorney, on request therefore.

23.8 Render to the President and Committee members, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association.

23.9 Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements and any required reports, including reports for Botswana Unified Revenue Service (BURS), and deliver a copy of such required reports to the Association President within thirty days of submission to the BURS or Republic of Botswana.

23.10 In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, or which may be assigned to him or her by the Committee.

23.11 Cheques, etc for withdrawals from the banks will be signed by the Treasurer and either the President or Vice/Deputy President or the Secretary

24. Duties of Legal Advisor

24.1 The Legal Advisor shall:

24.2 Advise the Committee and the Association on all legal matters.

25. Term of Office

25.1 The term of office for Committee members is two years, beginning at the close of the Annual General Meeting and finishes at the end of the next Annual General Meeting when elections are due.

25.2 There shall be no limit to consecutive terms served by Committee members.

25.3 Outgoing officers shall turn over all records for which they were responsible to their replacements as soon as possible, not to exceed twenty (20) days of their leaving office, and they shall be available to assist their replacements for the next twelve months.

26. Compensation

26.1 Officers shall serve without compensation except that they may be reimbursed for their actual and necessary expenses incurred in the performance of their regular duties.

27. Vacancies and Resignations

27.1 Vacancies on the Committee shall be filled in the same manner as the officer whose office is vacant was elected.

27.2 A vacancy shall be deemed to exist in case of the death, resignation, or removal of officer.

27.3 Any resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

27.4 In the event of a vacancy in any office other than of the President, such vacancy may be filled temporarily by appointment by the President until such time as the elections are held to fill the vacancy.

28. Non Liability of Committee Members

28.1 The Committee members shall not be personally liable for the debts, liabilities, or other obligations of the Association.

29. Indemnification by Association of Officers, Employees and other Agents

29.1 To the extent that a person, who is, or was, an officer, employee, or other agent, of this Association has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Association, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

29.2 If such person either settles any such claim or sustains a judgment against him or her, the indemnification against expenses, judgment, fines, settlements, and other amounts reasonably incurred in connection with such proceedings, shall be provided by the Association.

30. Insurance for Association Officers and other Agents

30.1 The Committee may authorise the purchase of insurance on behalf of any agent of the Association (including officer, employee, or other agent, of the Association) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Association would have the power to indemnify the agent against such liability.

31. Execution of Instruments

31.1 The Committee may authorise any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

31.2 Unless so authorised, no officer, agent, or employee, shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or render it liable monetarily for any purpose or in any amount.

32. Maintenance of Association Records

32.1 The Association shall keep at designated office or with designated members whose responsibilities include these duties, the following.

32.2 Minutes of all meetings of the Committee and all National meetings of members including Annual General Meeting.

32.3 Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

33. Members Inspection Rights

33.1 It is a requirement of Botswana-China Friendship Association’ non-profit status that any member, at any time, may ask to examine the fiscal records and the minutes of meetings of the governing bodies of the Association such as the Committee.

33.2 Every member, or his or her agent or attorney, shall have the right, for any legitimate purpose, to inspect all books and records of the Association.

33.3 Officers must provide access to such information in a timely manner.

34. Annual Report

34.1 The Committee shall cause annual report to be furnished not later than sixty (60) days after (where applicable) filing annual BURS report, barring any unforeseen mitigating circumstances beyond the Treasurer’s control, to all members of the Association, which report shall contain the following information in appropriate detail:

34.2 The assets and liabilities, including trust funds, as of the end of the fiscal year.

34.3 The principal changes in assets and liabilities, including trust funds, during the fiscal year.

34.4 Revenue or receipts both unrestricted and restricted to particular purpose, for the fiscal year.

34.5 Expenses or disbursements for both general and restricted purposes, during the fiscal year.

34.6 Any transaction in which the Association, or its subsidiary was a party, and in which any Committee member had a direct or indirect material financial interest.

35. Audit and Financial Year

35.1 The committee shall prepare an audited statement of accounts to be presented at the annual general meeting.

35.2 The Committee:

a) Will be required to audit each year's accounts and present a report to the Annual General Meeting.

b) May be required by the President to audit the Association's accounts for any period within their tenure of office at any date and make a report to the Committee.

35.3 The financial year shall be from 01 April of every year to 31 march of the following year.

36. Trustees

36.1 If the Society at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.

36.2 The trustees of the Society shall:

a) Not be more than ten and not less than five in number.

b) Be elected by a General Meeting of members.

c) Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.

36.3 The office of the trustee shall be vacated:

a) If the trustee dies or becomes a lunatic or of unsound mind.

b) If he/she is, absent from the Republic of Botswana for a period of more than one year(s).

c) If he/she is guilty of misconduct of such a kind as to render it undesirable that he/she continues as a trustee.

d) If he/she submits notice of resignation from his/her trusteeship.

36.4 Notice of any proposal to remove a trustee from his/her trusteeship or to appoint a new trustee to fill a vacancy must be given by publishing in the Association's premises at least two weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the Registrar of Societies.

36.5 The address of each immovable property, name of each trustee and any subsequent change shall be notified to the Registrar of Societies.

37. Prohibitions

37.1 The funds of the Society shall not be used to pay personal fines of members who have been convicted in court of law.

37.2 The Association shall not hold any lottery, whether confined to its members or not, in the name of the Association or its office‑bearers, Committee or members unless with the prior approval of the relevant authorities.

37.3 The Society shall not raise funds from the public for whatever purposes without the prior approval in writing from the relevant authorities.

38. Amendments to Constitution

38.1 No alteration or addition/deletion to this Constitution shall be made except at a general meeting and with the consent of 75% of the voting members present at the General Meeting, and they shall not come into force without the written approval of the Registrar of Societies.

39. Discretional Powers

39.1 In the event of any question or matter pertaining to day-to-day administration, which is not expressly provided for in this Constitution, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of members.

40. Disputes

40.1 In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. The decision of the Extraordinary General Meeting shall be deemed final.

41. No Confidence

41.1 There shall be a vote of no confidence in the event the majority of the members are aggrieved or are at variance with the Committee or a member. In that regard, the Committee or the member shall vacate the office in favour of his/her deputy or some other person nominated by the general membership.

41.2 Where the out voted member is a Committee member, the following steps shall be taken:-

i) The above member will be expected to hand-in all the

properties of the Association to the Committee.

ii) The Association will therefore at its meeting elect a new

member to fill his/her vacancy.

42. Dissolution

42.1 The general meeting shall decide on the dissolution of the Association’s assets. A majority of 75% of the total membership is required to give consent for dissolution of the Association. Upon dissolution, the certificate of registration should be returned to the office of Registrar of Societies for cancellation.

42.2 In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds shall be donated to an approved charity or charities registered in Botswana.

42.3 A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the Registrar of Societies.

43. General Body

43.1 The general body is empowered to approach the Committee if necessary and ask for general meeting where they are entitled to put their deliberations about their dissatisfaction about the head of the Association/office-bearer/an ordinary member or any other matter affecting the Association. The majority’s decision shall be binding, they may discipline or expel anyone from the club if they so wish, provided that does not in any way contravene the provision of any law in Botswana.

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