Constitution

Constitution of Health and Nutrition Organization (HNO)

  1. Name: The name of the Organization shall be:“Health and Nutrition Organization” in short HNO
  • Registered Office of the Organization: House no 639, Road No 10, Mirpur DOHS, Mirpur, Dhaka, Bangladesh
  • Nature of the Organization: Nonprofit, Non-Government, Non-political, Charitable. Voluntary and Research Organization
  • Objectives: The objective of the Organization shall be:
  1. General Objectives:
  2. To provide health and nutrition related services with or without service fees.
  3. To promote health and nutrition related awareness among the people of the country of Bangladesh and global population.
  4. To promote the development and appropriate use of Tools, Technology, and Education for Health, Nutrition and Environment related services and researches in Bangladesh and worldwide.
  5. To promote the highest standard in training, research, practice, teaching       and supervision, program development and evaluation, consultation, public policy, professional practice, and other activities that promote, health, nutrition, technologies, environmental issues, educations, conducting research in individuals, families, groups and organizations in the area of Technology, Environment, Education, Health, Nutrition, Lifestyles etc.
  6. To respond to the national objectives, necessities, crises, and emergencies relevant to Technology, Environment, Education, Health, Nutrition, Lifestyles etc. field.
  7. To enhance quality of professional practice and service delivery maintaining ethical standard and transparency for all in-person or all types of technological mode.
  8. To organize seminars, symposiums, conferences, congress, workshops, awareness program, rallies, meetings on health, nutrition, environments, technologies etc. with or without collaborating with other Govt., Semi Govt., private, autonomous etc. organizations.
  9. To established educational institute i.e. training centers, schools, colleges, universities with or without collaborations of other governmental and/or nongovernmental and/or international organizations.
  10. To established research and technology provide centers as well as funding to the researches matching with the goals and objectives of HNO with or without collaborations of other governmental and/or nongovernmental and/or international organizations.
  11. To provide scholarships, grants, stipends to the appropriate person or persons with or without collaborations of other governmental and/or nongovernmental and/or international organizations.
  • Specific Objectives:
  • To provide health and nutrition services to children and underprivileged persons for reduced or free of charges.
  • To organize professional activities and research, conference, seminar, workshops and training to fulfill the needs in various field.
  • To render expert advice to the Government and other relevant bodies on issues in Health, Nutrition, Technology, Environment and Education.
  • To collaborate with similar national and international associations/ societies and regional and global organizations for the advancement of these fields in Bangladesh and worldwide..
  • To publish scientific journals and popular periodicals, books, educational and training materials.
  • To formulate, and maintain ethical standards in research and practices in various fields.
  • To execute any type of public welfare or charitable activities.
  • To provide supports in community during natural or man-made disasters.
  • Income:
  1. The income and property of the organization whatsoever derived shall be applied solely towards the promotion of the objectives and the purposes of the organization as set forth in this memorandum.
  2. In order to be able to fulfill objectives of the organization ,the organization will urge and accept donations in cash or kind, from the persons forming the organization and the Governing board or from any person, institution, societies, or companies from home or abroad and use the same towards the promotion and maintenance of the objectives of the organization provided that the organization shall not receive any foreign donation without undergoing the formalities as laid down in the Foreign Donation (Voluntary Activities) Regulations Ordinance (Ordinance No. XLVI of 1978) and the Foreign Contributions (Regulation) Ordinance (Ordinance No. XXXI of 1982) as amended from time to time.
  • The Organization shall:
  1. Institute, conduct, defend or compromise legal proceedings by or against the organization or its office bearers in respect of matters affecting the organization.
  2. Make rules and regulations or by-laws not in consistent with the law, or with the memorandum of the organization for the proper administration of the organization and all its institutions and projects and programs.
  3. Do all such other lawful acts, matters, deeds and things as are incidental or conductive to the attainment of the objectives.
  4. The Organization in an Annual General Meeting (AGM) or Extra Ordinary General Meeting (EGM) at any time may alter, amend, and substitute by special resolution subject to approval from the appropriate authority any clause of this memorandum.
  • Dissolution or Winding up

If, upon the winding up or dissolution of the Organization, there shall remain any assets after liquidation all its debts and liabilities, shall not be paid to or distributed among the members of the Organization, the same shall be given or transferred to or applied o some other Organization, to be determined by the 4/5thmajority of the members of the Organization.

THE SOCIETIES REGISTRATION ACT, 1860 (ACT. XXI OF 1860)

RULES & REGULATIONS

OF

Health and Nutrition Organization (HNO)

  1. In these rules and regulations, unless the context otherwise requires:
  1. The                Organization means Health and Nutrition Organization in short HNO
  2. BOD means the Board of Directors of the organization
  3. Chairman means the Chairman of the Board of the Directors.
  4. Directors means the Directors of the Board of Directors
  5. EC means the Executive Committee of the organization.
  6. President means the President of EC.
  7. Executive Director/ ED means Executive Director of EC
  8. Office means the registered office for the time being of the organization.
  9. Government means Government of the People’s Republic of Bangladesh.
  10. Member means a member of the Organization whose name appears on the Register of the Members.
  11. Month means English calendar month.
  12. Seal means the Common Seal of the Organization.
  13. Annual General Meeting (AGM) means the Biennial General Meeting of the Organization.
  14. Rules mean any rules, regulations, by-laws and procedures framed and approved by the EC and BOD for the proper function of the Organization.
  15. Proxy means an attorney duly constituted or appointed under an instrument of proxy, power of attorney or other authority in writings.
  16. In Writing and Written include printing, lithography, laser printing, type writing, telex, fax, e-mail and other modes of representing or reproducing words in visible form.
  • Membership:
  1. An interested individual can apply for any of the following categories of the organization’s membership except founding members.
  1. Founding Member: Founding members are those who have founded the organizations. Founding members are fixed in numbers. Founding members are listed below.
  1. General Member: Any Bangladeshi citizen having at least bachelor degrees and have good physical and mental health can be applied for the general members.
  1. Affiliate Member: Any person from a foreign country having special interest and involvement in the objectives of the organization will be entitled for affiliated membership of the Organization.
  1. Trainee Member: A person currently pursuing undergraduate or postgraduate studies and having special interest and involvement in the objectives of the organization will be entitled for trainee membership.
  • Honorary Member: Honorary membership maybe offered to some renowned professionals as proposed and approved by the EC and BOD respectively.
  • Life Member: Only a general member is eligible for the life membership on payment of a fixed amount of money at a time as decided by the Executive Committee and approved by the Board of Directors.
  • Validity of Membership:

All membership except for founding honorary and life member will be valid for one year from the date of approval of membership and will be renewed subsequently at every year. Renewal of founding, life members and honorary members is not required.

  • Benefits for Members:
  1. Can propose any project proposal and can play significant role in it’s management with active collaboration of EC.
  2. Members will get privileged to get research grants, projects, positions in projects or any other recruitment by HNO.
  3. Can play role, can raise questions to ensure transparency and accountability of HNO’s activities.
  4. General Members can cast votes and take decisions in the Annual General Meeting as per necessity of HNO.
  5. General Members can participate in election for holding posts in EC except President, and Executive Director Position. President and Executive Director Position will be eligible from the founding members and/or of their nominees.
  6. Life members can participate in election of holding positions in Board of Directors except Chairman Position. Chairman Position will be eligible from the founding members and/or of their nominees.
  7. Members will get free copies or copies in subsidized rate of any of the documents published by HNO.
  8. Members can have access in members zone (will get password) at HNO’s website.
  9. Checking Research and project Documents: EC of HNO will form a sub-committee for checking Research and project documents (proposals, progress, case-note, log, assessment reports, financials etc.) of ongoing projects or research.
  10. Members get privileged and subsidized entry in conferences, seminars, workshops or symposiums.
  11. Members get subsidized rates of any courses or trainings organized by HNO.
  12. Members can publish their articles or book chapters in HNO journals or books for free or with special fees.
  • Cancellation/ suspension and reinstallation of membership:
  1. Cancellation/suspension of membership:
  1. If somebody might resign from membership on his/her own.
  2. If somebody dies or become psychologically unfit (loses judgment and insight).
  3. If anybody is involved with unethical practices that is contradictory with the code of conduct/ethical guideline of HNO and is unwilling to change his/her behavior in this regard.
  4. Membership will be postponed if yearly subscription is not given for one subsequent year. One month notice will be served by Director (Finance and accounts) before taking such action. The member can revive his membership within one year by applying to BOD. After one year, his/her membership will be terminated automatically. The member can apply for membership if he desires in due process to the EC and need not to pay dues if he gets membership status.
  • Process of Cancellation of Membership:

EC will deliver show cause notice to any member if it feels that there is specific ground to cancel membership (or withholding it for specific time) of the member. The member should respond within two weeks after receiving of the notice. EC will consider the reply in next EC meeting and send to BOD with comments to decide accordingly. Two third members present in the BOD meeting should support decision regarding cancellation or suspension of the membership for certain duration. If the member does not respond the notice within subsequent one month, his/her membership will be cancelled automatically. Any member will have right to challenge decision regarding termination of membership or withholding it for specific time in the Annual General Meeting.

  • Regaining the membership:

Candidate has to apply for membership following rules of membership application after two years if he is suspended from membership. Members who are suspended for a specific period will regain membership automatically after suspension period is over if no other decision is taken regarding the matter. HNO will provide the information on suspension in it’s website. Members whose membership is postponed due to not paying yearly fees can apply for membership in the due process and can regain it if EC and BOD decise so.

  • Finance:
  1. Sources of income:
  1. Membership fees: Membership fees or subscription (yearly fees) for different categories shall be set by the EC and approved by BOD.
  2. Entry fees: Members of all categories shall pay a fixed amount of money decided by EC and BOD as entry fees.
  3. Donation: Special donation can be taken from members or any citizen of Bangladesh or other countries or can be taken grants from any local, national or international organizations.
  4. Other fees: Registration fees of conferences and training workshops etc.
  5. Member(s) can earn money on behalf of HNO by doing different money earning activities and thus can increase fund of HNO.
  6. HNO can take money in any amount as donation from any person, organization, donor agency and government.
  7. HNO can generate many commercial projects, establishments or activities for earning money.
  • Financial Management:
  1. Rules of expenditure of money and keeping bank account:
  1. An account shall be opened in the name of the Organization in a Scheduled Bank located in Dhaka Metropolitan City and all receipts of the Organization shall be deposited in that account.
  2. The account will be operated by joint signature of Chairman, BOD and any one from President, and Executive Director. BOD can add another signatory if required.
  • Financial transactions of the organization:
  1. All financial dealings will be run following financial guideline of HNO. Financial guideline will be structured, amendment   by EC and approved by the BOD.
  2. Before spending any amount of money, it is a requirement to prepare a requisition note and pass it duly. Chairman of BOD, President, Executive Director, or any person designated by BOD can pass the requisition note.
  3. All money collected in favor of HNO must be deposited to the bank account of HNO. A highest amount of BDT 20,000.00 can be kept as petty cash to carry out day to day expenditure of the HNO office.
  4. After spending money, the expenditure must be placed in subsequent EC Meeting and approved in subsequent BOD meeting. The total expenditure should be approved in Annual General Meeting finally.
  5. A budget for next one year need to be passed in Annual General Meeting. It can be revised as per requirement by EC and BOD in any point of the year. This change need to be supported in subsequent Annual General Meeting.
  • Audit:

An auditing firm will be employed by Annual General Meeting to audit the income and expenditure of HNO.

  • Management of the Organization

The following bodies will manage the organization.

  1. General Body (GB)
  2. Board of Directors (BOD)
  3. Executive Committee (EC)
  • The General Body (GB)
  • Founding, General and life members as mentioned under clause-B shall constitute the General Body of the Organization.
  • The General Body shall:
  1. Meet annually at the time of the Annual General Meeting of the Organization.
  2. Pass the budget of the Organization and approve the accounts of the income and expenditure duly audited.
  3. Elect the office bearers and members of the BOD and EC as per clause-F and G.
  4. General body will take decisions regarding termination of a member’s membership if EC and BOD commends.
  5. Consider all matters as may fall within its purview.
  • The quorum for the meetings of the General Body shall be one third of the total founding, general and life members who are currently in Bangladesh. If quorum is not fulfilled in the AGM then a second meeting will be called and decisions can be made by this meeting even if the quorum is not fulfilled.
  • Extra ordinary General meeting(s) (EGM) of the General Body may be convened by the Chairman of BOD, President, Executive Director or by a written requisition form at least one third of the total founding, general and life members enrolled. The quorum of such a meeting shall be one fourth of the total founding, general and life members enrolled. During calling extraordinary meetings, hierarchical order should be maintained and the next person can only call meeting if the senior one refuses to do so. EGM can take any decisions as per necessity.
  • The Board of Directors (BOD)
  • The term of the Board of Directories is five years. Members of BOD shall be elected in General Body meeting. Only founding members and life members are eligible for the election of BOD. Among 09 positions, the Chairman and two (2) director positions will be reserved for the founding members and/or their nominees. President and Executive Director of Executive Committee will be the member of BOD as ex officio. An election will be held on every five years to select the members of BOD.
  • The BOD shall comprise the following positions:

Chairman                                                                             01

Vice-Chairman                                                                   01

Directors                                                                              05

President of EC                                                                

Executive Director of EC

……………………………………………………………………………………..

Total=                                                                                   09

  • Powers and Functions of the Governing Board:

The BOD shall oversee on the every activities and decisions on EC. EC has to accountable for each and every activity to BOD. BOD shall have rights to approve or disapprove all the decisions made by EC. BOD can return and ask explanation on decisions, activities and performances. BOD has rights to suspend any EC members with proper explanations.  Decisions of BOD shall implement immediately and requires approval of GB in next AGM or EGM. BOD shall be accountable to GB.

  • Meetings:

The BOD shall meet at least four times a year. Voting motions shall be passed by simple majorities. No meetings will call without the consent of Chairman. Consents of Vice-Chairmen will not applicable if case of absent of Chairman for meeting call.

  • Quorum:

The quorum of the BOD meetings shall be two third of its members.

  • Functions of the office bearers of the Board of Directors (BOD):
  1. Chairman: The Chairman shall preside over all the meetings of the BOD, of the General Body meetings of the Organization. He/she will have a casting vote incase of a tie.
  1. Vice-Chairmen: Vice Chairmen will perform the duties given by BOD and/or Chairman. In the absence of the Chairman, the Vice-Chairman shall perform all functions of the Chairman except financial functions and meeting announcement. In case of death and/or incurable sickness of Chairman, Vice-Chairman shall act as Chairman till AGM where a new Chairman shall be elected.
  1. Directors: Directors will perform the duties given by BOD and/or Chairman. In the absence of the Chairman and the Vice-Chairman, senior most director shall perform all functions of the Chairman except financial functions and meeting announcement. In case of death and/or incurable sickness of Chairman and Vice-Chairman, senior most director shall act as Chairman till AGM where a new Chairman shall be elected.
  1. President and Executive Director of EC: President and Executive Director of EC will be the member of BOD as ex officio. President and Executive Director of EC will explain and accountable for all day to day activities and decisions of EC and organizations to BOD.
  • Situational Vacancy: If there is a situational vacancy (more than six months) in the office bearer post of the BOD, the position must fill in next AGM.
  • The Executive Committee (EC)
  1. EC shall comprise the following positions:

President                                                                            01

Vice-President                                                                  01

Executive Director                                                           01

Deputy Executive Director                                           01

Chief Finance Officer                                                      01

Chief Health Officer                                                        01

Chief Nutrition Officer                                                   01

Chief Program Officer                                                    01

Chief Planning, R&D Officer                                         01

Chief Technology Officer                                              01

Chief Media and Communication Officer                  01

Chief Marketing Officer                                                  01

Chief Legal Officer                                                           01

Divisional Consulate (from each division)              08

Members                                                                           04                                                                          

……………………………………………………………………………………..

Total=                                                                                 25

  • Powers and Functions of the Executive Committee (EC):

The EC shall be responsible for conducting the regular activities of the organization including preparation of budget, fixing the date and time of the Annual General Meeting, Extraordinary General Meeting and additional meetings and keeping contact with other (national and international) organizations/societies, day to day activities etc. EC shall be accountable to BOD and GB. EC shall prepare all the necessary rules, regulations and laws for day to day activities and office bearers other than BOD. All rules, regulations and laws must be approved by BOD and then in subsequent AGM or EGM.

  • Meetings:

The EC shall meet at least four times a year. Voting motions shall be passed by two third majorities. No meetings will call without the consent of President. Consents of Vice-President will not applicable if case of absent of President for meeting call.

  • Quorum:

The quorum of the EC meetings shall be fifty percent of its members.

  • Functions of the office bearers of the EC:
  1. President: The President shall preside over all the meetings of the EC, and other meetings of the Organization other than BOD and GB meetings. He/she will have a casting vote incase of a tie.
  1. Vice-President: Vice President will perform the duties given by BOD, EC and/or President. In the absence of the President the Vice-President shall perform all functions of the President except financial functions and meeting announcement. In case of death and/or incurable sickness of President, Vice-President shall act as President till AGM or EGM where a new President shall be elected.
  1. Executive Director: The Executive Directors hall monitor and facilitates activities of the organization, keep all the records of the organization, make correspondence relating to the business of the organization and keep minutes of the meetings of the EC meetings and such other meetings. He/she shall consult with the President before taking all significant decisions, report to the EC as well as BOD in all such matters that fall within its purview and correspond with the members of the organization.  Executive Director shall perform the duties given by BOD, EC and/or President besides his/her regular responsibilities.
  1. Chief Finance Officer (CFO): The CFO shall be the custodian of the organization’s fund and shall operate its accounts and process the bills of the organization after obtaining the approval of the BOD/EC. He/she shall look after all matters relating to the funds of the organization. He/she shall present a draft budget to the EC which will be recommended and finalized in BOD and Annual General meeting (AGM) respectively. He/she shall present financial report in annual General meeting (AGM). Shall perform the duties given by BOD and/or EC and/or President besides his/her regular responsibilities.
  • Deputy Executive Director: The Deputy Executive Director shall perform all the functions of the Executive Director in his/her absence and/or the responsibilities given by the BOD and/or EC. He/she shall assist the Executive Director in his/her functions. Shall perform the duties given by BOD and/or EC and/or President besides his/her regular responsibilities.
  • Other Officers: Other Officers of EC shall perform their respective duties mentioned in rules, regulations and laws of HNO, rules of business of HNO, and code of conducts of HNO. Officers attend in EC meetings, participate in decision making process in such meetings, facilitate EC office bearers’ work and follow and execute GB, BOD and EC Decisions. Officers shall perform the duties given by BOD and/or EC and/or President besides his/her regular responsibilities.
  • Situational Vacancy: If there is a situational vacancy (more than six months) in the office bearer post of the committee, BOD might temporarily appoint one from the Members on the post and he/she will work in the post till the next Annual General Meeting where the appointment shall be formalized. No new member should join the EC before recommendation from BOD and approval from Annual General Meeting or Extraordinary General Meeting. General Meeting or Extraordinary General Meeting can elect office bearer(s) of EC from founding members, general members or from life members of the Organization if there is a situational vacancy of the post.
  • Election:
  1. The Executive Committee (EC) will be elected with vote in secret ballot of founding, general and life members during Biannual General Meeting.
  • Only founding members, general members and life members shall be eligible to vote and to seek position in the EC. Election of the office bearers and the members of the EC shall be held at the Annual General Meeting of General Body after every two years. Election shall be held by secret ballots.
  • President, Executive Director and Chief Finance Officer must not occupy same post for more than three consecutive terms. But it is possible that he or she might be elected again after a gap of one term (2years).
  • President and Executive director position of the EC will be reserved for the founding members and/or their nominees.  General and life members will not be eligible for these two positions.
  • President of Ex-Executive Committee will be member of New EC by virtue of post (if he is not elected as any other office bearer).
  • Election Commission: In order to run the election, BOD will select three member election commissions along with one election commissioner. Members of the election commission might be member/s of the Organization who shall not take part in the election as candidate or who are not member of the Organization. There will be an election commissioner who will run the election process.
  • Process of the election: One member will cast one vote. No vote can be given with help of a representative. Election commission will declare election schedule before forty five days of the election. Nomination should be submitted 21 Days before election takes place. The nomination can be submitted through post, internet or in hand to the Election Commission. Election Commission will give nomination paper and will declare rules of submitting nomination. One general member should provide support for each nominee. Withdrawals of nomination should be take place before election takes place. Decision of the election commission will be final.
  • Tenure: Tenure of EC will be two years from date of election. Election will be held in the Biannual General Meeting.
  • Office of the Organization:

Registered office of HNO will be House No 639, Road No 10, Mirpur DOHS, Mirpur, Dhaka, Bangladesh. However, changes of registered office, branch or regional offices can be opened after approval of BOD and AGM.

  1. Additional Meeting(s):

GB will arrange additional meeting(s) as per need. Participant of additional meeting can suggest or can propose for consideration of the GB, BOD and AGM. Any proposal/decision taken during these meetings will need to be approved by BOD, GB and AGM. All members as mentioned in clause2 will participate in additional meetings.

  • Code of Conduct:

The Organization shall maintain an Ethical Guideline and Code of Conduct approved by the BOD and GB which all members shall abide by. The EC is empowered to investigate allegations of breaches of the ethical guideline/Code of Conduct by any member and to take action as per decision of the General Body.

  • Amendment of Constitution:

All proposals for amendment of any part(s)of the constitution, except the privileged given to the founder members, shall have to be duly proposed and seconded by the members of the organization. Such a proposal should reach the Executive Director at least three month before the Annual General Meeting (AGM) or at least one month before Extraordinary General Meeting (EGM). Upon receipt of the proposals, the Executive Director shall notify to BOD first to decide on the issue. After the recommendations of BOD ED shall place in Governing Body all members of the Organization of the proposals before the General Body seats at its Annual General Meeting (AGM) or at its Extraordinary General Meeting (EGM) for consideration. Decisions in favor of the amendments shall require the approval of two-third majority of the members present in the Annual General Meeting. If the amendments of the constitution need to be done in Extraordinary General Meeting (EGM) then one third of the total founder, general and life members who are currently living in Bangladesh will be considered as quorum in such EGM. Two third of the members of the EGM have to support the amendment of the constitution.

-The End-