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Table of Contents

 Preamble

Article 1: Interpretation

Article 2: Name and Establishment 

Article 3: Objectives and Functions

Article 4: Membership and Governance  

Article 5: Subscriptions

Article 6: Operations

Article 7: Intellectual Property Rights

Article 8: Financial Provisions

Article 9 Executive Secretary

Article 10 Special Committees and Working Groups 

Article 11 Sub-Regional and Liaison Offices, National Chapters
and National Associations 

Article 12 Relations with other Organisations and Institutions 

Article 13 Inauguration and Commencement of Operations

Article 14 Suspension or Termination of Operations and Dissolution

Article 15 Amendments

Article 16 Suspension and Withdrawal from Membership 

Article 17 Seal of AFF 

Article 18 Custody  

Annex 1 AFF Founding Members  

PREAMBLE

WHEREAS the project on Sustainable Forest Management in Africa (SFM), implemented between 2003 and 2008 in partnership with the African Forest Research Network (AFORNET) at the African Academy of Sciences (AAS), the Royal Swedish Academy of Agriculture and Forestry (KSLA), the United Nations Forum on Forests (UNFF), the African Development Bank (AfDB), the African Union (AU), the World Agroforestry Centre (ICRAF), the Center for International Forestry Research (CIFOR), the Forestry Department of the United Nations Food and Agriculture Organisation (FAO), the World Conservation Union (IUCN) – Eastern Africa Regional Office, the Forest Stewardship Council – African Regional Office, and many national and sub-regional institutions in Africa, mobilised dialogue and actions towards sustainable forest management in African countries;

WHEREAS the project has received consensus response from among potential stakeholders that an African Forest Forum is needed to sustain such dialogue and action in future;

WHEREAS the project has consulted widely on the personality, structure and functions of such a forum and has collated consensus positions among potential stakeholders in these regards, including consensus on the Charter and Guidelines for the African Forest Forum;

RECOGNISING THAT for purposes of registering the African Forest Forum in Kenya a Constitution for the same is required, the Charter has been fully incorporated into this Constitution, making the Constitution and the Guidelines the two basic instruments to guide the operations of the African Forest Forum;

WHEREAS the project has circulated voluntary registration forms to potential stakeholder professionals in the various sub-regions of the Continent and has received over 200 individuals who have expressed interest to become members;

NOW THEREFORE on the strength of the Founder Members whose names appear and signatures appended in Annex 1, an African Forest Forum is established as follows:

ARTICLE 1

Interpretation

1. General 

(a) Any reference to this Constitution shall include any amendments or modifications thereto as may be made thereunder after the date on which this Constitution enters into force.

(b) Words signifying the singular number only shall include the plural number and vice versa.  Words importing the masculine gender include the feminine gender.

(c) The use of headings in this Constitution is for convenience of reference only.  The headings do not confer any special meaning or emphasis whatsoever and this Constitution is to be read in its entirety.  This Constitution is divided into Articles, paragraphs, sub-paragraphs and clauses, in hierarchical order. 

2. Definitions

Except where the context otherwise requires, the following terms shall have the following meanings:

“AFF” means the African Forest Forum which is established under this Constitution; hereinafter referred to as the Forum

“Financial Year” means, in respect of AFF, the period between the first day of the month of January and the last day of the month of December in each calendar year or such other period as may be determined by the Members’ Forum;

“Founding/Founder Member” persons whose names and signatures appear in Annex 1 to this Constitution and Charter prior to the date upon which it enters into force;

“Friends of African Forestry” means non- African individuals who have worked or are working on African forestry issues and are so recognised as Friends of African Forestry by the Governing Council of AFF; 

“Geographical Sub-Regions of Africa” means Central Africa, East Africa, North and North Eastern Africa, Southern Africa and Western Africa.

“Members’ Forum” means the Members’ Forum referred to in Article 4 of this Constitution;

“Member” means any person party to this Constitution and any person who joins AFF in accordance with the provisions of this Constitution;

“Person” means a natural person.

“Chair and Vice Chair of the Members’ Forum” shall mean the persons elected by the Members' Forum in accordance with Article 4 (a) (3) of the Constitution to be Chair and Vice Chair of the Members' Forum.

“Chair and Vice Chair of the Governing Council” shall mean the persons elected by the Governing Council to be Chair and Vice Chair of the Governing Council.

“Chair and Vice Chair of Executive Committee” shall mean persons elected by the Executive Committee to be Chair and Vice Chair of the Executive Committee.

“Chair and Vice Chair of any other committee” shall mean persons elected by members of the said committee to be Chair and Vice Chair of the said committee.

“Executive Secretary” shall mean the Chief Executive of African Forest Forum appointed in accordance with Article 9 of this Constitution.

ARTICLE 2

Name and Establishment

1. Name and Establishment
 
There is established an institution to be known as The African Forest Forum (AFF) (hereinafter called AFF). AFF shall be a non-political, non-governmental, objective, independent and not for profit international organisation.

AFF shall upon registration under the provisions of The Non-Governmental Organizations Co-ordination Act of Kenya possess legal personality both under Municipal and International law.

2. Autonomy

AFF shall be autonomous and shall enjoy professional, administrative and financial independence in the discharge of its functions.

3.  Definition

The African Forest Forum is an association of individuals who share the pursuit and commitment to the sustainable management, use and conservation of the forest and tree resources of Africa for the betterment of the socio-economic wellbeing of its people and for the stability and improvement of its environment.

4.  The Vision

The leading forum that links and unites stakeholders in African forestry within and outside the continent.

5.  The Mission

The AFF seeks to contribute to the improvement of the livelihoods of the people of Africa and the environment they live in through sustainable management and use of tree and forest resources on the African continent.

6.  The Purpose

The purpose of AFF is to provide a platform and create an enabling environment for independent and objective analysis, advocacy and advice on all relevant policy and technical issues pertaining to achieving sustainable management, use and conservation of Africa’s forest and tree resources as part of efforts to reduce poverty, protect the environment and promote economic and social development

 ARTICLE 3

Objectives and Functions

1. The main objective

The main objective of AFF is to galvanise the African voice and opinion, and to mobilise resources on forestry and related issues that cut across countries and regions with a view of enhancing the relevance and contribution of forestry to the people of Africa and their environment.

This will be achieved by implementing the following specific objectives:

1.1 To facilitate networking among the many and varied stakeholders in African forestry;
1.2  To facilitate the development of specific programmes, projects and activities that address priority issues and facilitate their funding;
1.3  To facilitate advocacy on activities that have potential to raise the profile of forestry, highlight threats to forest resources and the environment, and champion better management of African forests.
.
AFF shall be guided in all its decisions by the provisions of this paragraph.

2. Functions

To serve its objectives and purpose, AFF shall undertake all such activities as are conducive to the furtherance of its objectives and without limiting the generality of the foregoing, such activities may include:

(a) To facilitate the strategic positioning of the forestry sector by:

(i) Defining and articulating a pan-African position on new and emerging key issues at regional and global discourses;
(ii) Representing African forestry at relevant international and regional meetings.

(b) To facilitate the delivery of advisory services and policy guidelines by:

(i) Constituting permanent and ad hoc task forces, think tanks and committees from among its membership to analyse and give advice on specific issues, problems and potentials;
(ii) Commissioning experts and institutions to carry out studies and research;
(iii) Facilitating co-ordination and harmonisation of policies, related legislation and programs in the forestry sector.

(c) To co-ordinate development activities by:

(i) Initiating and implementing pilot projects in collaboration with other stakeholders, governments and institutions in addressing pan-African forestry related problems;
(ii) Facilitating mainstreaming and monitoring of implementation and impact of international agreements, treaties, conventions, protocols and other international arrangements including Global Objectives on Forests.

(d) To promote exchange of information, human resources and technology by:

(i) Promoting awareness of regional and global issues in forestry and related issues to the sector such as climate change, forest certification, carbon trade, intellectual property rights, bio-piracy and the various conventions, treaties, protocols, legislation and international agreements relevant to forestry;
(ii) Documenting and disseminating lessons and best practices in forestry;
(iii) Preparing, publishing and issuing reports, publications and other relevant materials emanating from the work of AFF and its partners;
(iv) Providing a systematic information base on forests and trees in Africa and a monitoring and evaluation mechanism for developments relevant to forest resources;
(v) Developing and maintaining an updated data base of relevant stakeholders in forestry;
(vi) Facilitating the organisation of meetings of relevant stakeholders at sub-regional level with a view of developing and enhancing sub-regional co-operation in forestry;
(vii) Organising relevant workshops, seminars and conferences.

(e) To support advocacy activities by liaising and building coalitions with relevant advocacy groups from within and outside Africa in order to:

(i) Raise public interest in forestry and related issues;
(ii) Mobilise attention and resources to key issues related to forestry;
(iii) Highlight threats to and opportunities for forestry;
(iv) Promote the benefits of forestry;
(v) Facilitate co-operation between primary forestry production, the industry and the ultimate consumers of timber and non-timber products and services;
(vi) Promote better tree and forest management and use on the African continent.

(f) To facilitate the mobilisation of resources by:

(i) Coordinating the input into the forestry sector by development partners;
(ii) Raising funds in support of the activities of AFF from various sources including but not limited to:

• Donations from supporting agencies;
• Endowment funds;
• Overheads on project activities;
• Contributions from the forestry sector in Africa;
• Grants and financial assistance from institutions involved in the field of natural resource management;
• Payments from commissioned studies, papers and other publications;
• Subscriptions from members.

(iii)  Develop strategic partnerships with international, regional and sub-regional institutions in order to mobilise resources, knowledge, expertise and experience relevant to African forests.

ARTICLE 4

Membership and Governance

1. Membership

(a) Membership in AFF shall be open to persons engaged in management, research and education in forestry and other pursuits relevant to achieving the objectives of AFF.
 
(b) Membership in AFF shall be acquired upon application to and approval by the Governing Council of AFF

(c) Membership in AFF may be held in the name of a person.

2. Categories of Memberships

(a) Founding Members

These shall be the members whose names and signatures appear in Annex 1 of this Constitution.

Their rights and obligations shall be the same as the rights and obligations of ordinary members.

(b) Ordinary Members

These shall be individuals who apply for membership and the application is accepted by the Governing Council after the date upon which the Constitution will have entered into force.

(c) Associate Members

This category of membership is open to students in forestry and related fields who apply for membership and the application is accepted by the Governing Council after the date upon which the Constitution will have entered into force. Associate members shall be entitled to the full rights and privileges as that of ordinary members.

(d) Honorary Members

These shall be individuals who are admitted as Honorary Members at the discretion of the Governing Council by reason of their relevant expertise. This category of members shall not have voting rights.

The Forum may invite and grant observer status to any organisation or institution which promotes and supports the goal of AFF from within and outside Africa to specific meetings and activities.

Register of Members

AFF will maintain at its Secretariat and such other place as the Governing Council may direct, a Register of Members. The said Register shall contain the following particulars:

• Full names of the member;
• Full mailing details of the member;
• Telephone, fax and email contact;
• Academic qualifications of the member;
• Member’s profession and occupation;
• Member’s employer where applicable;
• The member’s area of interest in forestry;
• The date of member’s application for membership;
• The date that the application for membership was approved.

Cessation of Membership

Cessation of membership shall take place in any of the following ways:

1. A member may withdraw membership from AFF at any time by giving a written notice to the Executive Secretary of AFF;
2. Upon death;
3. Upon the member failing to pay membership subscription fees for two consecutive years;
4. In the event that the Governing Council upon recommendation of the Executive Committee decides, by resolution, to terminate the membership of a member.

Upon withdrawal or termination of membership, the member’s name shall be removed from the Register of Members without any refund of any subscription or donations made.

3. The powers of the AFF

The Forum is hereby authorised and empowered, for the purposes of this Constitution, to exercise any or all of the following powers:

(a)  Enter into contracts and agreements with governments, national and international institutions in public and private sectors, civil society organisations, and individuals that are conducive to the Forum’s objectives.

(b)  Receive, acquire or obtain from governments, national and international institutions in public and private sectors, civil society organisations, trusts, firms, foundations, individuals, and any other relevant entity grants, donations, rights, privileges, charters, licences, decrees, royalties, fees, and any other resources that the Forum may think desirable to carry out its mandate. The Governing Council reserves its right to reject any grants.

(c)  Acquire and hold property or any interest therein; and alter, improve, extend, add to, repair, replace and dispose all or a portion of it without hindrance.

(d)  Employ persons at its Secretariat and for other activities of the Forum.

(e)  Do and perform all acts and things necessary, expedient, suitable or proper for the furtherance, accomplishment or attainment of the mission of the Forum.

(f)  Ensure that no part of the income and other property of the Forum accrue to the benefit of, or be distributable to its members, office bearers or other persons, except that the Forum shall authorise the payment of reasonable compensation for contracted services and other payments in furtherance of its mission.

(g)  Institute and act in legal proceedings.

4. The governance organs of AFF are:

The Members’ Forum;
The Governing Council;
The Executive Committee; and,
The Secretariat;

a) The Members’ Forum

The Members’ Forum of AFF shall be constituted by the entire membership of AFF.

Subject to the provisions of this Constitution, as the apex organ of the AFF, the powers of the Members’ Forum are to nominate and elect members of the Governing Council and to ratify this Constitution.

1. Functions and Powers

 In addition to the other functions and powers set out and conferred upon it by this Constitution, the Members’ Forum shall have the power to:
 
 (i) Consider and determine any matter which the Governing Council may refer to it;
(ii) Generally provide broad guidance to the Governing Council in the discharge of its functions;
(iii) Perform such other functions and exercise such other powers as may be incidental or conducive to the discharge of any of the functions or exercise of any of the powers provided under this Constitution.

2. Delegation of Powers

(a) Subject to this Constitution, the Members’ Forum may, by resolution, either generally or in any particular case, delegate to the Governing Council the exercise of any of its powers or the performance of any of its functions under this Constitution.

(b) The Members’ Forum shall retain full power to exercise authority over any matter delegated to the Governing Council.

3. Chair of the Members’ Forum

The Chair and Vice Chair of the Members’ Forum shall be elected by the Members’ Forum and shall hold office for four years, i.e. until the following Members’ Forum meeting. The Chair shall be a member of the Governing Council.

4. Meetings

The Members’ Forum shall meet at least once in every four years, preferably electronically, and may hold extraordinary meetings at the request of any Member, provided that such a request is supported by at least one-third of the Members. All meetings of the Members’ Forum shall be held at a place and in a manner determined by the Governing Council. The Executive Secretary shall be the Secretary to the Members’ Forum.

5. Quorum

For the purposes of transacting any business under this Constitution, thirty percent of the Members shall constitute the quorum for a meeting of the Members’ Forum.

6. Voting

Every Member of the Forum shall have one vote, provided that when any matter affecting a member personally comes before the meeting, although he may be present at it, he shall not be entitled to vote on the question and the Chair may require him to withdraw during the discussion, and he shall, in that case, withdraw accordingly.

At a meeting of the Members’ Forum, a resolution put to vote shall be decided by a simple majority of those participating in the meeting provided that the said meeting has the requisite quorum.

In case of an equality of votes, the Chair shall be entitled to a second or casting vote.

7. Rules, Regulations and Procedure

Subject to this Constitution, the Members’ Forum is hereby empowered, either on its own motion or on the recommendation of the Governing Council, to make rules and regulations prescribing for matters that are required or permitted by this Constitution to be prescribed or are necessary or convenient to be prescribed for giving full effect to the provisions of this Constitution, including, without limiting the generality of the foregoing, its own procedure.

b) The Governing Council

The Governing Council shall be constituted by twenty-one (21) members made up as follows:

i) The Chair of the Governing Council who shall be a representative from the African Continent;
ii) The Vice-Chair of the Governing Council who shall be a representative from the African continent;
iii) Fifteen (15) representatives from the African Continent, equally and equitably drawn from the geographical sub-regions from which the Chair and Vice-Chair are elected;
iv) Two (2) individuals from outside the African continent (from the Friends of African Forestry);
v) Two (2) individuals from civil organizations;
vi) Two (2) individuals from the private sector in forestry;
vii) The Executive Secretary who shall also serve as a Secretary in the Forum Meetings and shall be an ex-officio member.
    
The Governing Council may invite and grant observer status to specific meetings and activities any organisation or institution which promotes and supports the goal of AFF from within and outside Africa.

Subject to the provisions of this Constitution, the policy and direction of the affairs shall be vested in the Governing Council and without prejudice to the foregoing generality, the functions of the Governing Council shall be:

1. To elect Chair and Vice-Chair of the Governing Council in acting capacity when such offices fall vacant before an election;

2. Appoint members of the Executive Committee;

3. Recruit the Executive Secretary;

4. Subject to approval and ratification by the Members’ Forum, formulate rules and procedures for the conduct of the Governing Council;

5. Formulate policies and procedures to guide the activities and overall development of AFF;

6. Approve and ratify agreements, contracts, policies, programmes, applications for membership, budgets, membership fees, seat of the AFF and the Charter and Constitution and amendments thereto;

7. Receive, review and make decisions on submissions from the Executive Committee and the Secretariat;

8. Evaluate, approve and monitor the work of the Executive Committee and the Secretariat;

9. Make rules and regulations and set guidelines with respect to financial management and procurement activities;

10. Appoint external auditors to undertake annual audits of the accounts of AFF;

11. Appoint independent consultants to undertake systems audit and a general audit of the activities of AFF every four years;

12. Delegate to the Executive Committee or any other Committee it may appoint, such powers and functions as may be deemed necessary and practical for the effective and efficient implementation of the functions and objectives of AFF;

13. Subject to approval by the Members’ Forum to undertake any other functions that may be necessary and appropriate to achieve the objects of AFF;

14. To furnish annual reports to the Non-Governmental Organisation Board of Kenya on or before 31st May in every year;

15. To furnish annual financial statements and reports of the activities of AFF to members  

c) The Executive Committee

The Executive Committee shall be a sub-committee of the Governing Council and its composition, membership, powers and functions shall be decided by the Governing Council.

Rotation, Vacancies, Resignations and Termination of Members in the Governing Council and the Executive Committee

Voting Members of the Governing Council and the Executive Committee shall, in principle, hold tenure for a maximum of four consecutive years.

1.  Rotation of Members in the Governing Council and Executive Committee

i. At the Governing Council and Executive Committee meetings at the end of the first four years, a number of members of the Governing Council and the Executive Committee, not exceeding one-third, shall retire from office. An office bearer member of the Governing Council and Executive Committee retiring at a meeting shall retain office until the close or adjournment of that meeting;
ii. The Governing Council and Executive Committee shall establish the criteria to identify who to retire at their subsequent meetings;
iii. The Chair and Vice-Chair of the Governing Council, and the Chair and Vice-Chair of the Executive Committee shall each hold office for a period of two consecutive years and may be re-elected, only once, for another period of two years.

2. Vacancies in the Governing Council

i. The office of the Chair of the Governing Council, Vice-Chair of the Governing Council and that of the Chair and Vice Chair of the Executive Committee becomes vacant if:

1. The office bearer ceases to be a member of AFF;
2. The office bearer voluntarily resigns from the Governing Council or Executive Committee;
3. The office bearer becomes grossly incompetent and the Governing Council votes him/her out;
4. The office bearer becomes incapable of performing by reason of mental disorder;
5. The office bearer dies.

ii. A vacancy in any of the offices shall be filled at the Governing Council and/or the Executive Committee meeting where this vacancy is recognised and accepted.
 
3. Resignation from the Governing Council and the Executive Committee

A Governing Council or Executive Committee member may resign at any time by giving written notice to the Chair of the Governing Council. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Chair of the Governing Council. The resignation letter will be tabled at the following meeting of the Governing Council which will then decide on it.

4. Termination of the tenure of the members of the Governing Council and Executive Committee

Members of the Governing Council and the Executive Committee may only be removed on grounds that the Governing Council finds legitimate.

Meetings of the Governing Council and the Executive Committee

1. The Governing Council and the Executive Committee shall decide on the procedures for conducting their meetings. The Governing Council shall endorse the procedure adopted by the Executive Committee.

2. The Executive Committee shall hold its meetings once every year while the Governing Council shall hold its meetings once every two years;

3. The Governing Council and the Executive Committee may wish to hold extra-ordinary meetings when necessary, preferably electronically;

4. The quorum at the meetings of the Governing Council and the Executive Committee shall be fifty per cent (50%) of the participating members. Minutes taken at a meeting that does not meet this requirement on quorum may be ratified at a subsequent meeting;

5. In the event that the Executive Committee cannot hold two consecutive meetings meeting the requirement on quorum, it shall be dissolved by the Governing Council which shall then appoint a new Executive Committee;

6. In the event that the Governing Council cannot hold two consecutive meetings meeting the requirement on quorum, the Executive Committee and the voting members of the Governing Council attending the second meeting shall hold a joint meeting to reconstitute a new Governing Council;

7. The Chair of the Governing Council and the Chair of the Executive Committee shall instruct the Executive Secretary to call for a meeting three months in advance. The agenda and documents for the meeting are to be circulated to members at least two weeks in advance of the meeting. The Governing Council shall meet not more than two months after the Executive Council meets;

8. The place and time of each meeting shall be determined at the preceding meeting;

9. The Executive Secretary shall take minutes at the meetings of the Governing Council and the Executive Committee, distribute them to members and post them on the AFF website within two weeks of the meeting. The Executive Secretary shall enter signed minutes for each meeting in books specially provided for that purpose and shall also store the same electronically together with:

• Copies of letters of appointment of officers of the Governing Council and Executive Committee signed by the Chair of the Governing Council;
• All orders and resolutions made by the Governing Council and the Executive Committee and any other committee and signed by the Chair of the Governing Council, Chair of the Executive Committee and Chair of any other committee. These shall be deemed to constitute instructions to the Secretariat. Orders and resolutions from other committees shall be channelled to the Governing Council through the Executive Committee before the same being passed to the Secretariat as instructions.

10. The approved minutes of every meeting of the Governing Council, the Executive Committee or any other committee of AFF, if signed by the Chair of the Governing Council or Chair of the Executive Committee, or Chair of any other committee in respect of that committee’s meeting shall be deemed as prima facie evidence of the matters stated in such minutes.

Officers of the Governing Council and the Executive Committee

1. The Chair of the Governing Council will preside over all Governing Council meetings or special meetings of its members;
2. The Vice-Chair of the Governing Council shall perform the duties of the Chair in his absence and he shall perform such other duties as may be assigned to him by the Chair;
3. The Chair and Vice-Chair of the Governing Council shall ensure that the Governing Council performs effectively its tasks as set out in this Constitution;
4. The Chair of the Executive Committee will preside over all Executive Committee meetings or special meetings of its members;
5. The Chair of the Executive Committee shall ensure that the Executive Committee performs effectively and efficiently the tasks assigned to it by the Governing Council.

d) The Secretariat

The Secretariat shall be responsible for the day to day implementation of the programme of AFF, including mobilisation and coordination of members to undertake the programme of activities that have been approved by the Governing Council and the Executive Committee.

The Secretariat shall be headed by an Executive Secretary whose powers and functions shall be as follows:

a) Such powers and functions as shall from time to time be delegated by the Chair of the Governing Council;
b) Serve as the chief executive officer, official representative and spokesperson of AFF;
c) As the chief executive officer, to provide leadership to the Secretariat and manage all resources of AFF;
d) Ensure the efficient and effective operation of the Secretariat and utilisation of resources;
e) Draft procedure manuals in respect of terms and conditions of employment of staff, fellows and consultants;
f) Draft procedure manuals in respect of accounting and financial management of AFF;
g) Draft procedure manuals in respect of procurement by AFF;
h) Draft procedure manuals for purposes of evaluation, monitoring and assessment of the performance of AFF;
i) Recruit, select, appoint or recommend to the Executive Committee, staff, consultants, and fellows required for the operation of AFF;
j) Develop proposals and initiatives for funding by donors;
k) Implement decisions of the Governing Council and the Executive Committee;
l) Report to the Governing Council through the Executive Committee;  
m) Act as a Secretary and ex-officio member of the meetings of the organs of AFF.

Bank Accounts

Bank accounts held by AFF shall be titled “The African Forest Forum” and shall only be opened upon resolution of the Governing Council.

The signatories to all AFF accounts shall be the Executive Secretary and any one of the following two:

1. The Chair;
2. One other signatory duly appointed by the Governing Council.

ARTICLE 5

Subscriptions

Membership subscriptions shall be determined from time to time by the Governing Council.

ARTICLE 6

Operations

General

(a) The resources and the facilities of AFF shall be used exclusively to achieve the objects, purpose and functions specified in this Constitution.

(b) To this end, AFF shall operate in accordance with the provisions of this Constitution and the rules and regulations, including internal operational procedures, made pursuant to this Constitution.

ARTICLE 7

Intellectual Property Rights

Subject to any other agreement between AFF and any third party, all Intellectual Property developed in the course of the execution of the objects of AFF, shall belong to AFF or be jointly owned upon terms agreed upon by the parties concerned.

ARTICLE 8

Financial Provisions

1. Financial Management

(a) AFF shall carry out its activities in accordance with sound business and prudent financial management practices, with a view to maintaining, under all circumstances, its ability to meet its financial obligations.

(b) AFF may invest funds not immediately needed in its operations or funds held by it for pensions in such investments as the Governing Council may approve from time to time, provided that such investments shall: 

(i)  not be speculative in nature;

(ii)  be such that the capital thereof is not susceptible to depreciation or otherwise at risk of loss; and

(iii) be liquid in nature so as to ensure that funds are available to meet the financial obligations of AFF.

2. Budget

The Executive Secretary shall prepare an annual budget of revenues and expenditures of AFF for approval by the Governing Council.

3. Accounts

AFF shall publish an annual report which shall include statements of its accounts, as audited by independent external auditors.  AFF shall circulate to Members at appropriate intervals a summary statement of its financial position and a surplus and deficit statement showing the results of its operations.

ARTICLE 9

Executive Secretary

1. Qualifications of the Executive Secretary

The qualifications required for appointment as Executive Secretary shall be determined and prescribed by the Governing Council.

2. Conduct of the Executive Secretary

The Executive Secretary shall not, while in office, engage in any activities that in the opinion of the Governing Council are incompatible with his/her office in AFF.

3. Tenure of Office for the Executive Secretary

The Executive Secretary shall hold office for a term of four (4) years and shall be eligible for reappointment once after the initial appointment.

4. Independence

The Executive Secretary, the officers and staff of AFF, in the discharge of their functions, owe their duty exclusively to AFF and shall neither seek, nor receive instructions in regard to the discharge thereof from any authority external to AFF.  Each Member shall respect the international character of this duty and shall refrain from any action to influence the Executive Secretary, the officers or the staff, in the discharge of their functions.

ARTICLE 10

Special Committees and Working Groups

The Governing Council may, by resolution, constitute such special committees, working groups and task forces composed either wholly of members of the Governing Council or partly of such members and partly of other members of the Forum and any other person who are not necessarily members of the Forum provided that such persons are involved in or are interested in the mission of AFF, for such purposes and with such power as the Governing Council may determine.

Any committee so formed shall be regulated by the Governing Council.

ARTICLE 11

Sub-Regional and Liaison Offices, National Chapters and National Associations

The Governing Council may, in furtherance of the objects of AFF establish:

i. Sub-regional offices depending on the sub-regional division of the continent it finds relevant;
ii. Chapters;
iii. Liaison offices both inside and outside Africa;

The Governing Council will identify effective ways and means of engaging and strengthening the national forestry associations/societies in promoting forestry on the continent.

ARTICLE 12

Relations with other Organisations and Institutions

1. Co-operation 

Subject to approval by the Governing Council, AFF shall establish a cooperative relationship with such Governments, National and International, Public and Private Organisations and Agencies, Colleges and Universities engaged in any activity relevant to forestry as AFF may deem necessary for the realisation of its objectives.

2.  Agreements of Co-operation

 For the purposes of paragraph 1 of this Article, AFF may, with the approval of the Governing Council, conclude agreements of co-operation with relevant organisations or institutions.

3. Delegation of Non-core Functions

 The Governing Council may entrust some of the non-core functions of AFF to private or public organisations or institutions. In this respect, the Governing Council shall formally appoint the concerned organisation or institution by way of a written agreement.

ARTICLE 13

Inauguration and Commencement of Operations

1.  Appointment of the First Members of the Governing Council

The first members of the Governing Council shall be appointed by the Founding/Founder Members of the AFF, and shall include its Chairman and Vice Chairman, until the conclusion of the term of office for the members of the first Governing Council.

2.  Commencement of Operations

AFF shall commence operations on the date that the Governing Council first meets.

ARTICLE 14

Suspension or Termination of Operations

1. Suspension of Operations

(a) In an emergency, the Governing Council may suspend all activities of AFF for a period not exceeding the duration of such emergency, provided that necessary arrangements shall be made for the protection of the interests of AFF and of third parties.

(b) The decision to suspend operations shall have no effect on the obligations of the Members under this Constitution or on the obligations of AFF towards third parties.

2. Termination of Operations and Dissolution

Notwithstanding any provision contained in this Constitution the Members’ Forum, by a resolution approved by a vote of not less than two-thirds of the participating members may decide to terminate operations and to liquidate AFF. The quorum for such meeting shall be fifty per cent of all members of the organisation.

If no quorum is obtained, the proposal to dissolve or wind up AFF shall be submitted to a further Members’ Forum meeting which shall be held within three months. Notice of such meeting shall be given to all members at least twenty-eight days before the date of the said meeting. The quorum of the second meeting shall be the number of members present at the meeting.

AFF shall not dissolve as a non governmental organisation without prior consent from the Non Governmental Organisations Coordination Board of Kenya obtained upon written application addressed to the Executive Director of the Non Governmental Organisations Coordination Board and signed by three of the officials of AFF.

Upon dissolution of AFF, its remaining assets shall be distributed to another organisation, or organisations, with similar objectives.

3. Cessation of Activities

Upon decision of the Members’ Forum to terminate operations taken in accordance with the provisions of paragraph 2 of this Article, AFF shall forthwith cease all activities, except those incidental to the orderly realisation, conservation and preservation of its property and other assets and the settlement of its obligations.  Until final settlement and distribution of property and other assets, AFF shall remain in existence and all rights and obligations of Members under this Constitution shall continue unimpaired, including, without limitation, the liability of Members for uncalled subscriptions.

4. Discharge of Liabilities

No distribution of property or other assets shall be made until all liabilities to creditors shall have been discharged or provided for and until the Members’ Forum shall have decided to make such distribution.
 
 For purposes of this Article “members present” and “vote” includes a member participating electronically and casting an affirmative or negative vote.

ARTICLE 15

Amendments

Subject to the provisions of Regulation 21(1) of the NGO Regulations of Kenya, AFF may by special resolution passed, modify or repeal this Constitution or change its name, provided that no such alteration, amendment or modification shall be made which impair or prejudice the effectiveness of the prohibitions contained in this Constitution against distribution of income, property and assets of AFF to the Members.

1. Proposals for Amendments

 Any member may propose amendments to this Constitution. The text of any such proposed amendment shall be submitted to the Chair of the Members’ Forum, who shall provide a copy to the Governing Council. The Chair of the Members’ Forum shall electronically transmit the proposed amendment within one month to all the Members with a specific request that each Member indicates whether or not an extraordinary electronic meeting of the Members’ Forum should be convened to consider the proposed amendment.

2. Adoption of Amendments

 At the request of one-third of the members, the Chair of the Members’ Forum shall call an extraordinary electronic meeting of the Members’ Forum to consider the proposed amendment.  The members shall make every effort to reach agreement on any proposed amendment by consensus. If, in the opinion of the Chair of the Members’ Forum, all efforts at reaching a consensus have been exhausted, and no agreement reached, the amendment shall as a last resort be adopted by a two-thirds majority vote of the members who are participating and voting at the extraordinary electronic meeting. The adopted amendment shall be communicated by the Chair of the Members’ Forum to all members. 
 
 For purposes of this Article “present and voting” includes a member participating electronically and casting an affirmative or negative vote.

3. Entry into Force of Amendments

 Amendments shall enter into force fifteen days after the date of communication by the    Chair.

ARTICLE 16

Suspension and Withdrawal from Membership

1. Suspension from Membership

(a) If the Governing Council is convinced, on the recommendation of the Executive Committee that a Member has failed to fulfil any of his obligations to AFF, that Member may be suspended by resolution of the Governing Council approved by a vote representing not less than two-thirds of the members present at the Meeting.
(b) A Member so suspended shall not be entitled to exercise any rights under this Constitution, except the right of withdrawal, but shall remain subject to all obligations.

(c) The Governing Council may reconsider and rescind the suspension of a member by the same majority as provided in paragraph (a) of this Article.

2. Withdrawal from Membership

(a) At any time from the date of registration of AFF by the Government of Kenya as a Non Governmental Organisation, any Member may withdraw from AFF by giving written notification to the Executive Secretary.

(b) Any such withdrawal shall become effective immediately after the notification is received by the Executive Secretary.

ARTICLE 17

Seal of the AFF

Pending the first meeting of the Members Forum, the determination of the mode and manner of sealing and witnessing legal instruments by the Forum shall be     done in such mode and manner as shall be prescribed by the Founding Members.

ARTICLE 18

Custody

The Executive Secretary, with the approval of the Governing Council, shall ensure the safe custody of the authentic text of Constitution. 

ARTICLE 19

Authentic Texts

The original of this Constitution, duly endorsed, which is in the English language, is the authentic text, and will prevail.

ANNEX 1