Statutes
§1. Background, Ideology, and Main Purpose of the Society
Close friends and family to Senait Seyoum (1954 – 2022) have decided, in her memory, to institute a Foundation and Society which will implement a project that was initiated during a visit to Debre Sina in Ethiopia in January 2022.
The organization shall operate in the spirit of Senait Seyoum, as it has been revealed to her inner circle of friends and family. It will be a politically neutral, humanitarian organization.
Until the Foundation is registered, the Society will act in its place.
§2. Name and Location of the Society
The name of the Society shall be Senait Seyoum Society; it will hereafter be referred to as “the Society”. Its residence shall be Lund in the county of Skåne, Sweden, same as the planned Foundation.
§3. Structure, Management and Financing of the Society
The Society shall serve as a non-profit organization, open for membership according to the statutes (§5). The name of the Society shall be Senait Seyoum Society.
Members of the Society shall contribute economically or by assisting the organization in other ways.
The current business of the Society will be managed under full transparency by a Board (§10). Expenses met by the Society under any circumstances must be verified. When the financial recourses of the Society are used in Ethiopia the transactions must include taxes according to Ethiopian laws and regulations. It is understood that some smaller transactions are impossible to verify (tips etc.).
Economic contribution made in the name of Senait Seyoum Society outside Sweden must also be registered by the Society, even if the money goes directly to Ethiopia or are donated inside Ethiopia.
The Board will oversee the project in Debre Sina in Ethiopia, in cooperation with the persons which are working for the Society in Ethiopia. These persons will not be employee, but part of a network mainly linked to the Seyoum family.
§4. The General Operations of the Society
The Society will primarily (until a Foundation is registered) fulfil the school-project in Debre Sina by financing repair-work on the school buildings of Debresinna Debre Meheret Medhanialem School, caused by the recent military conflict. It will also be open to demands for books and other educational material.
When these needs have been met, the Society will remain as a long-term supportive partner for the school in question.
If resources so allow, new humanitarian projects of the same kind, e. g. benefitting the education and life conditions of children in Ethiopia, may be initiated, if a proposal is made at the annual meeting.
Ethiopian authorities will be informed, when necessary, of the humanitarian, private nature of the organization.
All activities of the Society must be transparent vis-a-vis local, regional, and federal authorities in Ethiopia, and towards the Swedish authorities concerned. This does not mean that information must be handed out in advance, but persons representing the Society must always be prepared to answer reasonable questions concerning its activities.
§5. Membership of the Society
Application for membership is addressed to the Board, directly or through the website. It should include an e-address and/or a phone-number. A member-to-be undertakes to uphold the statutes of the Society, and not to act against its intentions or operations. Membership is granted when the annual fee or its equivalent has been paid, according to rules decided by the Annual meeting.
Membership of the Society is open to all.
All members with an e-address will currently be informed of the Society’s activities, according to decisions by the Board.
Termination of membership is handled according to §16.
§6. Annual Meeting
The Annual General Meeting is the highest decision-making body of the Society. It shall take place during the first four months (January – April) every year. The notice of the annual meeting shall be available for members at least three weeks in advance.
It shall be possible to attend an annual meeting either in person or through a digital service (Skype et cetera), offered by the Society.
The points below are mandatory on every regular annual meeting:
Election of Chairman for the Meeting
Registration of Attendees
Presentation and Approval of the Agenda
Election of Secretary for the Meeting
Election of two Rapporteurs to adjust the minutes
Approval of Formalities regarding the Announcement of the meeting
Annual Report of Activities and Account
Audit Statement
Discharge of the Board
Election of Chairman for the year to come
Election of minimum 3 Members of the Board (no upper limit)
Election of Auditors, one Deputy included
Election of Nominating Committee
Motions
§7. Extraordinary Meeting
An Extraordinary meeting will take place when the Board or the Auditors find it necessary or when 1/10 of the members of the Society call for it by a written notification to the Board.
Only matters addressed in the notification to the Board will be discussed in an Extraordinary meeting.
Convening of an Extraordinary meeting must be notified at least two weeks in advance.
§8. Right to Vote
Proxy vote is not allowed at the Annual meeting, the right to vote is personal. Members attending remotely through a link which the Society has provided have the right to vote.
§9. Decision-making Procedures
Decisions are made by acclamation or, if requested, by vote-count.
Unless specifically demanded, the voting procedure is open. Decisions are made by simple majority, unless otherwise stated by the statutes. If the votes in favor and opposition are equal a new voting shall take place, and if this is ending in the same way, the matter will be decided by a coin toss.
Members of the Board shall not vote in matters concerning his/her administrative remits or when Auditors (accountants) are elected.
The Annual Meeting is competent to make decisions based on the attending members with a right to vote according to §8.
§10. The Board
The Board is the decision-making body of the Society between annual meetings. It is composed by a Chairman, a Co-Chairman, a Secretary, a Treasurer and at least three other members of which two are Alternates.
The Board is representing the Society and has the obligation, to the best of its ability, to implement decisions made by the Annual meeting, handle financial matters, keep accounts, and give an annual report of the previous year to the Annual meeting.
It is the responsibility of the Board to present an annual report of the activities and finances of the Society, audit statements for the past year and an activity plan for the coming year, all approved by the supplemented adjusted Board minutes.
The Board will meet on the initiative of the Chairman or on the request of at least two other members of the Board.
The Board is competent to make decisions if a majority of its members, deputies included, are present. Participation through links, provided by the Board, is allowed.
Decisions of the Board are reached by single majority. In case of a tie, the chairman has the casting vote.
If an ordinary member of the Board is unable to participate, he/she will be represented by an alternate according to a decision of the Chairman. If an ordinary member of the Board is terminated before the next annual meeting, he/her will be permanently replaced for the rest of the term by one of the alternates according to a decision of the Chairman.
Minutes are kept for every Board meeting and should be adjusted by the Chairman + one other member of the Board.
It is recommended that Board assignments and audit are taken without remuneration.
§11. Authorized Signatories of the Society
The Chairman of the Board, the Treasurer of the Board, the Vice Chair of the Board, and the Secretary of the Board are the potential Authorized Signatories of the Society but within this group of four, two of them will jointly be obligate as Signatories. These two are normally the Chair and the Treasurer, but if either of them is temporary unable to be an Authorized Signatory, he/she can give that authority away to one of the other within the group of four by a time-limited proxy.
If the Board so decides in a specific matter any member of the Society may be an Authorized Signatory. In such cases an extract from the minutes referring to the specific matter must be presented.
§12. Audit and Accountants
The management of the Society shall be audited by two accountants, one of them a deputy. The Accountant and his/her deputy are those approved by the last Annual meeting. They shall have access to the Board´s accounts and all other documents needed for the audit at least four weeks before the Annual meeting.
After the audit, the audit report and all other documents should be returned to the Board no shorter than two weeks before the Annual meeting.
The accountants are entitled, at any time, to review the Society´s accounts, minutes from Border or Annual meetings and all other documents they deem relevant.
§13. Committee of Nomination
The Committee of Nomination is composed by one convenor and two members. They make proposals of Board members and other personal which must be approved by the next Annual meeting. Their conclusions should be shared by the Board no later than two weeks before the Annual meeting,
§14. Amendments of the Statutes
Amendments for the Society may only be decided by the Annual meeting.
Any change of the Statues will require a decision by 2/3 of the voters on an Annual meeting
A bylaw amendment can only be handled by the Annual meeting if the proposal has been presented for the Board no shorter than three months before the meeting. The proposal shall, no shorter than two months before the meeting, have been circulated to all members, and comments from parts concerned should have reached the Board no shorter than six weeks before the Annual meeting. The call for the meeting should include the Board´s opinion and other relevant comments of the matter.
§15. Withdrawal
A member who wishes to leave the Society can do so immediately by informing the Board in writing. No further actions are needed. Annual fees are not refunded.
§16. Dismissal from the Society
A member may be excluded from the Society by negligence to pay the annual fee or discouragement of the works, purpose, or spirit of the Society, or if he/she obviously has damaged the Society´s interests in other ways.
Before the matter of exclusion is processed, the person concerned has the right to share the circumstances on which the membership has been questioned, and to comment upon the accusations within a time, given by the Board, no less than two weeks. If an exclusion is decided, the reasons must be disclosed and communicated to the person in question in writing. The Exclusion can be effective one month after the date on which it can be assumed that the message has been received.
§17. Termination of the Society
Fort The termination of the Society a decision in two consecutive Annual meetings is required. One of the meetings shall be an ordinary Annual meeting.
On both occasions, a qualified majority of 4/5 is needed. Information about the termination must have reached all members no shorter than one month before each Annual meeting.
On termination all assets of the Society shall be handed over to a charity organization of the last Annual meeting’s choosing.
§18. Interpretation of the Statutes
If a dispute should occur regarding the interpretation of those statutes, the Board has the right to its opinion until the matter has been solved on next Annual meeting.
§19. Merging with a Foundation
A Foundation is planned to be registered. If and when this happens, the Society will be a part of the Foundation. Its statutes, when approved by an annual meeting, will then replace the statutes of the Society.