CONSTITUTION  

CHAPTER ONE


ARTICLE 1:
PREAMBLE

Since gaining political independence, most African countries are still beset by a myriad of social, economic and political problems. Available statistics on socio-economic activity portray a worsening or stagnant trend for the continent. Viewed against a backdrop of crippling debt burdens, run-away population growth rates, political strife, declining income from exports, continued dependence on imported goods and declining food production per capita, the problems facing this continent seem almost insurmountable. Yet, in spite of this doomsday scenario, Africa’s hopes for a quantum leap may not at all be misplaced. There is hope that Africa might somehow pull itself from the present situation and duplicate the economic miracles that have been achieved by some Asian countries. One important element that could be instrumental in achieving such an objective is the adoption of strategies that incorporate science into all development programmes. It is widely accepted that Africa’s hope for radical breakthroughs lies in the creation and exploitation of an indigenous science and technology (S&T) infrastructure that could provide a motive force for the exploitation of the continent’s rich heritage for sustainable development. The problems facing the continent in areas such as food production, loss of biodiversity, human and animal diseases all call for scientific solutions.

The subjects of biochemistry and molecular biology play a pivotal role in fields such as agriculture, medicine, conservation of biodiversity. For example, modern biotechnology, whose potential impact on agriculture and medicine is already well recognized, is based largely on biochemistry and molecular biology. Similarly, these subjects have had tremendous impacts on the food industry and mining. Despite these obvious points, Africa still lags behind other continents in research involving biochemistry and molecular biology. In addition, there is no Pan-African body that promotes research and education in these important fields. It is this realization that led to the idea of forming a federation of societies dealing with biochemistry and molecular biology in Africa.

 

ARTICLE 2: NAME OF THE FEDERATION

The name of the Federation (hereafter referred to as "the Federation") shall be FEDERATION OF AFRICAN SOCIETIES OF BIOCHEMISTRY AND MOLECULAR BIOLOGY (FASBMB).

 

ARTICLE 3: OBJECTIVES OF THE FEDERATION

The Federation is established with the overall objective of promoting research and education in the fields of Biochemistry and Molecular Biology for the benefit of the African continent. In furtherance of this objective, the Federation undertakes to:

(i) develop networks of collaborative research in biochemistry and molecular biology among institutions in Africa and between them and other institutions in the rest of the world;

(ii) disseminate information on biochemistry and molecular biology among its members both within and outside the African continent.

(iii) organize seminars, symposia and conferences in order to promote the knowledge of biochemistry and molecular biology among its members.

(iv) contribute towards capacity building in the fields of biochemistry and molecular biology by organizing short courses; identifying funding opportunities for postgraduate training; and assisting African institutions in developing curricula for the teaching of biochemistry and molecular biology.

(v) establish and maintain contacts with organizations with similar objectives, such as Federation of European Biochemical Societies (FEBS), Federation of Asian and Oceania Biochemists and Molecular Biologists (FAOBMB), Pan American Association of Biochemistry and Molecular Biology (PAABMB) and International Union of Biochemistry and Molecular Biology (IUBMB).

 

CHAPTER TWO

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ARTICLE 4: MEMBERSHIP

(i) Constituent Membership

This category of members shall consist of Biochemistry and Molecular Biology Societies in Africa. Applications for admissions shall be considered by the Council, provided full details and documentation of the activities of the proposed society are made available to the Secretary General at least three months prior to the meeting of the Council. As a matter of principle, the Federation shall review applications for membership subject to their adhering to the principles of the International Council for Scientific Unions (ICSU). The membership fees and annual subscription fees shall be determined by the Council. For new members, the membership fees shall serve as the annual subscription fees for the first year.

(ii) Honorary Membership

This category of membership shall consist of organizations that have contributed significantly to the Federation. Admission to honorary membership would be by invitation of the Council. Such members may be invited to attend Council meetings as observers, but they may not vote, and such attendance shall not be at the expense of the Federation. Honorary membership shall remain valid for a period of two years, but may be renewed indefinitely, subject to Council approval. The decision of the Council shall be communicated to the organizations immediately following the meeting.

(iii) Sponsoring Membership

This category of membership shall consist of organizations which are invited to make a significant financial contribution to the Federation. The amount of money shall be determined by the Council. This membership shall continue for one calendar year, but may be renewed indefinitely. Sponsoring organizations may receive Federation publications and have advertising space in such publications. In addition, these organizations may have access to information on FASBMB membership, including the mailing addresses. The actual entitlements will, however, be determined on a case by case basis by the Council.

(iv) Associate Membership

Associate membership shall be open to countries without a Biochemical Society, to non-biochemical and molecular biology associations or organizations that may contribute to the objectives of the Federation.

The Secretary General shall maintain a detailed register of members in all categories (i-iv) in which shall be entered the full name, mailing address, category of membership and date of admission. This list shall be made available to member societies upon request.

 

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ARTICLE 5: ADMINISTRATION

(i) The Council

The Council shall be the supreme body of the Federation. It shall consist of the Executive Committee and one member each from the member societies. Honorary, sponsoring and associate members may also attend the Council meetings as observers, but they will have no voting rights. The Council shall meet at least once every three years, to coincide with major meetings of the Federation or at other times as may be necessary. The quorum for the Council meetings shall be the next whole number above one third of its membership. The affairs of the administration shall be conducted by the Council. The Council shall consist of the Executive Committee (President, Vice President, Secretary General, Treasurer and Meetings Counselor) and one member nominated by each member society. Elections to the posts of President, Secretary General, Assistant Secretary General, Treasurer and Meetings Counselor shall be conducted by the Council. The period of tenure for these officers shall be three years, renewable once. All elections shall be carried out by secret ballot. A Council member shall not be eligible for more than two consecutive terms in the same capacity, but may seek the same or any other position after an intervening period of three years. None of these officers may be a delegate from a member society, but shall be a person with voting rights.

(ii) Executive Committee

The Executive Committee shall consist of the President, Vice President, Secretary General, Treasurer and Meetings Counselor. The Executive Committee shall meet at least once every three years, to coincide with major meetings of the Federation or at any other times as may be necessary. The term of office of the elected Office Bearers shall start on the First of January in the year subsequent to the Congress. Not less than three members shall form a quorum. The Executive Committee shall have the powers to act for the Federation between meetings of the Council, but always subject to the decisions and directions of the latter. The administration of the Federation shall be vested in the Executive Committee.

(iii) Publications Committee

There shall be a Publications Committee composed of three members. This Committee shall serve for a period of three years, renewable once. The members to this committee and its chairperson shall be appointed by the Council. Due regard shall be given to the geographical distribution and fields of interest of the proposed members. The terms of reference of the Publication Committee shall be:

(a) To formulate the publication policies of the Federation and to recommend the same to the Council;

(b) To advise the Executive Committee on all matters related to FASBMB publications;

(c) To nominate the editors for the various publications;

(d) To negotiate with prospective publishers regarding publications and make recommendations to the Council.

Publications of the Federation shall be made available to member societies who shall in turn pass on the same to their members. Each member society shall also publicize the activities of other societies among its members in order to encourage contacts among scientists across the African continent.

(iv) Education Committee

The Education Committee shall consist of three members. This committee shall serve for a period of three years, renewable once. The members of this Committee and its Chairperson shall be appointed by Council.

The terms of reference of the Education Committee shall be to improve the teaching and learning of biochemistry in Africa and to facilitate the education and development of biochemists with skills and interests relevant to improving the quality of life in Africa by:

(a) Planning and coordinating training activities in biochemistry and molecular biology on a regional or continent-wide scale;

(b) Reviewing and recommending new developments in biochemistry and molecular biology for possible incorporation into the curricula at Universities;

(c) Organising seminars and workshops to run alongside FASBMB conferences;

(d) Facilitating knowledge of and access to relevant biochemistry resource materials such as affordable text books, literature, etc;

(e) Promoting research in biochemical education aimed at understanding difficulties with and improving the quality of student learning in biochemistry;

(f) Promoting interaction, liaison and collaboration with other science education bodies in Africa and the world.

(v) Ad-hoc Committees

The Council may appoint an ad-hoc committee to carry out a specific set of tasks. The terms of reference and composition of such committees shall be defined by the Council. Reports of such committees shall be made to the Council.

 

ARTICLE 6: DUTIES OF OFFICERS

(i) The President

The President shall be the Chairperson of all meetings of the Council and of the Executive Committee. In his/her absence, the Vice President shall undertake the responsibilities of the President. If both are absent then the Executive Committee shall elect one of its members to act as Chairperson.

The Chairperson shall not vote, except in the case of a tie vote, in which case the Chairperson shall cast the deciding vote.

The Chairperson may, after consultation with other members of the Executive Committee, make decisions in order to ensure the smooth running of day-to-day activities of the Federation. Such decisions shall be reported to the next meeting of the Executive Committee.

In the case of resignation or death of the President, the Vice President will become President until the next General Meeting where the vacancy of President will be filled.

(ii) The Vice President

The Vice-President shall assist the President in all his/her duties and shall act as Chairperson of all General Meetings, meetings of Council and of the Executive Committee in the absence of the President.

In the case of resignation or death of the Vice President, the office will remain vacant until the next General Meeting where the vacancy will be filled.

(ii) The Secretary General

The Secretary General shall be Chief Executive of the Federation and shall be responsible for its day-to-day management. He/she shall prepare the minutes of all Council meetings in a timely fashion and be responsible for liaison with members of the Federation and other organizations on matters relating to the purposes and activities of the Federation. The Secretary General shall maintain an updated register of member societies in which shall be entered the full name, mailing address, category of membership and date of admission.

(iv) The Treasurer

The Treasurer shall be responsible for all moneys and valuable effects of the Federation and full and accurate accounting of receipts and disbursement in books belonging to the Federation. The Treasurer shall, acting upon the direction of the Council, open a bank account for the Federation and be a signatory on such an account. He/she shall also have the power to disburse the funds of the Federation as approved and sanctioned by the Council, and the power to issue receipts for funds received by the Federation. The Treasurer shall render to the Council at its regular meeting or at any other time as may be demanded by the Council, an audited annual account of the financial transaction(s) and status of the Federation’s accounts. The Treasurer shall serve on all committees or sub-committees dealing with the finances of the Federation.

The accounts and books referred to above shall be held in custody of the Treasurer and shall be made available at reasonable notice for inspection by member societies.

(v) Meetings Councillor

The main duty of the Meetings Councillor shall be to advise members of the local organizing committees on all matters relating to the holding of the Federation meetings. He/She shall act as the liaison person between the local organizing committee and the Council. To this end, he/she shall:

(a) Study the organization of every meeting and transmit the experience gained to future organizers.

(b) Provide general consultation in connection with meetings.

(c) Keep the Council fully informed about the status of preparations for a given meeting.

(d) Convene workshops for future organizers of FASBMB meetings after each major FASBMB meeting.

(e) Advise the Treasurer on matters related to the financial involvement of FASBMB in such meetings.

 

ARTICLE 7: RULES AND CONDUCT

Member societies of FASBMB shall contribute towards the achievement of the Federation objectives (outlined in Article 3) in conformity with the following principles:

(i) The Federation is committed to the principle of equal treatment of all its member societies;

(ii) Member societies shall fulfill, in good faith, their obligations to the Federation as stated in this constitution;

(iii) Member societies shall refrain from any actions that may be injurious to the reputation of the Federation or those that may, in any way, hinder its smooth operation;

(iv) The Federation shall not be involved in the internal policies of member societies, unless such policies are contrary to the objectives of the Federation.

 

ARTICLE 8: DISCIPLINE

(i) Member Societies

Subject to rules and conduct (Article 7), the Council may by resolution:

(a) Suspend a member society from the Federation if it is of the opinion that the society has acted in a manner prejudicial to the interests of the Federation. Such suspensions shall be for a period not exceeding one year.

(b) Expel a member society from the Federation.

Where the Council passes a resolution under sub-clauses (a-b) above, the Secretary General shall within two months cause to be served on the society a notice in writing stating clearly the resolution of the Council and the grounds on which it is based. The Council shall give due consideration to any written statements submitted by the society in defense of the resolution. Expelled societies may apply for readmission to the Federation.

(ii) The Federation Officials

The Council shall have the power to remove any of its members from office. Such removal could arise from gross misconduct, neglect of duties or involvement in any activities contrary to the objectives of the Federation. The motion to remove any member of the Council or Executive Committee from office shall be approved by a two-thirds majority of members present. The Executive Committee shall have the power to suspend a delinquent official from office until final ratification by members present at the next Council meeting. The Secretary General shall be required to inform all member societies about the removal from office of any Council or Executive Committee member as soon as such decisions are made.

 

ARTICLE 9: RULES FOR NOMINATION OF OFFICE-BEARERS

(i) For purposes of administration, the year shall refer to the calendar year, starting January 1st and ending on the 31st December.

(ii) The Secretary General shall send notification of elections to member societies at least six months prior to the meeting of the Council requesting nominations, which must be received at least three months prior to the election. Each nomination shall be signed by a nominator and a seconder, both of whom must be voting members of the Federation.

(iii) After discussing the merits of the persons proposed by the member societies, the Executive Committee shall, where possible, nominate more than one candidate for each office, trying to achieve a balanced geographic representation. The names of the nominated candidates shall be circulated by the Secretary General to member societies at least two months prior to the elections.

(iv) Should the post of the Treasurer fall vacant for any reason, the Executive Committee shall nominate a member of the Council to act in the vacant capacity for the remainder of the term. The Secretary General shall inform all member societies of such appointments within two months of the decision being taken.

 

ARTICLE 10: ELECTION PROCEDURE

(i) The Council shall appoint the returning officer and an election observer both of whom shall be non-voting members.

(ii) All elections shall be conducted by secret ballot and the rule of simple majority shall prevail.

(iii) The final election results shall be announced by the returning officer immediately after the voting process.

(iv) The returning officer shall be verbally informed of any disputes that may arise during the election process. A written notification (signed by at least two voting members) of such objections shall also be made to the returning officer not more than 24 h after the election process.

(v) All disputes that may arise from elections shall be resolved by the Council who shall have the final judgment on such matters. The Council shall be expected to make their judgments immediately after the elections.

 

ARTICLE 11: MEETINGS OF THE FEDERATION

(i) FASBMB Scientific Meetings

The main scientific meeting of the Federation shall be held at least every three years. Such meetings shall be held at least three months before the end of the term of office of the Council. Other meetings of the Federation shall be organized to coincide with this meeting.

(ii) Local Meetings

Member societies shall organize scientific meeting at times and places that will be determined by their own officials. The Federation’s Secretary General shall be kept informed whenever such meetings are planned. The Federation shall inform other member societies about such meetings.

(iii) Special FASBMB Meetings

The Council shall seek funds for special lecture(s), possibly annually on a rotating basis in member countries of FASBMB on matters of interest to the Federation. The sources for such funds shall be companies, Academies of Sciences, Foundations and other societies.

 

ARTICLE 12: THE FEDERATION FINANCES

(i) Revenue

The revenue of FASBMB shall consist of:

(a) Membership subscriptions (including sponsoring memberships) as shall be decided by the Council from time to time.

(b) Donations, gifts and subsidies.

(c) Funds accruing from FASBMB conferences and other meetings.

(d) Revenue from FASBMB publications.

(ii) The Federation Bank Account

The Federation shall open its bank account at a location that shall be determined by the Council. Once the decision is made, member societies shall be notified of the location and particulars of the account as soon as practicable by the Secretary General. The Federation shall not be responsible for the finances of constituent member societies.

(iii) Financial Declaration

"The income and property of the Federation, whencesoever derived shall be applied solely towards the promotion of the stated purposes of the Federation, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever, by way of profit to the members of the Federation.

(iv) Appointment of Auditors

The Council shall appoint a firm of reputable auditors to audit the Federation’s accounts for each financial year. The reports of such audits shall be made available to member societies upon request.

(v) FASBMB Financial Arrangements

(a) The Federation shall have discretion to extend financial assistance to member societies, if requested, towards the expenses of scientific meetings.

(b) Reimbursement of expenses incurred in the course of duties on behalf of the Federation will only be made to office bearers and other members where prior approval has been given either through general policy guidelines or an ad hoc consent.

 

ARTICLE 13: AMENDMENTS TO THE CONSTITUTION

The Constitution may be amended, by notice or at the meeting of the Council, provided that approval is given by two thirds of all Council members. Members must give at least one year prior written notice of the proposed amendment to the Constitution. Such amendments shall be duly incorporated into the constitution and circulated to all member societies. The amendment shall be dated appropriately.

 

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ARTICLE 14: DISSOLUTION OF FASBMB

The Federation may be dissolved at any Council Meeting, provided that:

(i) Notice of the motion has been communicated to the Secretary General at least one year prior to the meeting.

(ii) The motion is approved by at least three fourths of the members of the Council present. At least two-thirds of member societies should be represented.

In the event of such dissolution, any and all assets or liabilities of the Federation shall be handled by a liquidator appointed by the Council. The member societies of the Federation shall be jointly and severally responsible for any liabilities.

 

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ARTICLE 15: MISCELLANEOUS

(i) Amendments to articles of the constitution shall be made at the Council meetings. Proposals for such amendments can be made to the Secretary General by member societies. After receipt of the proposals, the Secretary General shall inform all member societies of the same at least one month before the Council meeting. Amendments can only be effected if supported by at least two-thirds of the Council members present.

(ii) The administrative headquarters of the Federation shall be located at a place within the African continent to be determined by the Council.

(iii) The Federation shall be free to have affiliations with other organizations whose objectives are similar to its own. Any such affiliations shall be approved by the Council.

 

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RATIFICATION/ ADOPTION

 

SIGNED: ____________________________________

CHIEF EXECUTIVE OF MEMBER SOCIETY

 

 

DATE: ______________________________________

 

 

NAME OF SOCIETY:

 

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