By-Laws of Partnership for Development in Kampuchea

Preamble

We, the Board, management and staff of Partnership for Development in Kampuchea, Cambodia, to continues taking part with the Royal Government of Cambodia to reduce poverty and sufferings of Cambodian People especially in the rural areas commits to improve the livelihood of all people regardless of race, sex, nationality and religion especially women and children and other vulnerable group of people. We all determine to uphold our core value on the same principles and beliefs as its predecessor Partnership for Development in Kampuchea, international, and to establish an organization that shall be the embodiment of our ideals and aspirations and which promotes the common good, do ordain and promulgate this By-Laws

Chapter 1: Name, Identity, Logo and Location

Article 1:The name of the organization is Partnership for Development in Kampuchea.The abbreviated name of the organization is Padek.

Article 2:Symbol and the stamp of the organization shall be:Symbol

• The symbol of the organization if from the abbreviation of English name

• The symbol was taken from the English word by taking two letters of each work except the letter
• The letter pa comes from partnership which means that Padek will work in partner with all stakeholders such as international and national donors, the government departments of all level and the community members in the project target areas
• The letter de comes from development which means that the strategy of padek focuses on capacity building of the community members so that poor people are capable to improve their livelihood
• The letter k comes from the work Kampuchea. During the establishment of Padek international in 1986, the work Kampuchea was widely used in state of Cambodia.
• Under the symbol of Padek, there is a full name: Partnership for Development in Kampuchea.
• The symbol has bright yellow color

The Stamp of the Organization with size of 35 mm

• Two third of the circle written in English name as Partnership for Development in Kampuchea.
• One third of the circle written in Khmer name as
• In the middle of the circle written in English as padek
• The stamp uses blue ink

Article 3:Location of the organization: The main office of Partnership for Development in Kampuchea

based in Phnom Penh, Cambodia, with an address of house no. 72, Street 360, Postal address: P.O. Box 554, Phnom Penh, Cambodia. Partnership for Development in Kampuchea reserves the right to change the location in case of need.

Article 4:Partnership for Development in Kampuchea

is a non-political, non-religious, non-partisan, non-profit Cambodian non-governmental organization devoted to furthering community development, poverty reduction, good local governance, capacity building, and partnership work with community based organizations (CBOs), and government, and advocacy. Partnership for Development in Kampuchea works closely with all stakeholders for the benefit of the poor people and vulnerable groups who are living in its target areas. Partnership for Development in Kampuchea will provide financial support to Community based Organization where Partnership for Development in Kampuchea it has been working more than 6 years. In summary, Partnership for Development in Kampuchea works to improve the quality of lives of the people and build the capacity of local community based organization so that they become independence quickly.

Chapter 2:Vision, Mission and Goal of the organization

Article 5:Vision- An equitable, peaceful, self-reliant society where there is no poverty.

Article 6:Padek’s mission is to build the capacity of appropriate people’s organisations in order that they can:

• Become independent quickly.
• Access and manage necessary resources to meet basic needs and to prosper in a sustainable way and in a way that is not detrimental to other segments of the population and future generations
• Support appropriate local initiatives
• Network closely with government, NGOs and other people’s organisations to promote and adopt appropriate model of development, and to promote sustainable pattern of development for Cambodia
• Promote human rights, child rights and promote gender equity.

Article 7:The goal of Padek is to empower disadvantaged people to improve their quality of life in a sustainable way through building and strengthening civil society organisations

Chapter 3:Organizational Structure

Article 8:The Board of Director: The Board of Directors is the governance body of Padek and is comprised of prominent members of the community, committed to help build the vision of the Padek's Management Team.

Article 9:The Director: The Director is appointed by the Board of Directors to carry out the vision, mission and goals of Padek and is responsible for the overall financial and programme management of Padek.

Article 10: The Management Team: The Management Team is the decision making body of the organization. It decides on programme and personnel matters in a way that ensures the integrity of the organization.

Article 11: The Programme Committee: The Programme Committee is a forum for discussion and give advises to the Management Team on programme matters.

Article 12: Staff Council: The Staff Council is an elected body to represent the interests of the staff. Its mandate is limited to staff matters, excluding hiring and dismissing staff.

Article 13: The Committee Accepting Complaints on Sexual Harassment: The Committee is adhoc in nature. It is charged with investigating sexual harassment complaint made by any staff about another staff member

Chapter 4:Board of Director, Governance, Role, Responsibilities and Code of Ethic

Article 14:The composition of the Board of Directors

• The Board of Directors is comprised of prominent members of the community who are committed to help build the vision of the Padek Management Team
• The Board of Directors shall be composed of between seven and eleven prominent members of the community. Board members serve Padek voluntarily and are committed to the vision, mission and goal of Padek.
• Padek Director and the elected staff representative are ex-officio but non-voting member of the Board

Article 15:Term of Office

• Board members shall serve for two-year terms, which can be extended for only an additional two years. The Board meets at least twice per year to endorse the annual plan and verify the audit statement
• The Board members may resign from the Board by written notice to the Chairperson

 Article 16:Roles and responsibilities of the Board of Directors

• The Board of Directors is committed to approve, review, guide and promote the overall development policy of Padek and advocate on behalf of Padek
• With concerted interest in the development of the Cambodian people as a whole, the Board of Directors is expected to make technical contribution to Padek’s overall programme to ensure the achievement of its goals and objectives.
• Board meetings are fora where the Board members, as a team, discuss and assess the general progress of Padek’s programme, approve policies including personnel policies, approve the annual activity plan and budget and check the annual audit statement.
• The Board of Directors shall be constantly updated with annual audit report and bi-annual financial progress reports. This shall enable the Board to oversee the proper financial management and utilisation of resources as per income and expenditure of the organisation.
• In governing Padek, the Board of Directors is responsible for discussing problems and resolving conflict referred to them by the Management Team, the Staff Council and/or the Director.
• In supporting and swallowing Padek’s vision, mission and goal, the Board of Directors shall help the Director to obtain funds to ensure continuous well being of the communities Padek is working with.\r\n
• The Board of Directors is the highest governance body of Padek and is responsible for hiring and terminating the service of the Director in consultation with the Management Team.

Article 17:Meeting, Procedure governing the Board of Directors:

• Members of the Board shall elect the Chairperson and the Treasurer of the Board of Directors. They shall not be employees of Padek.
• The Board of Directors shall meet at least bi-annually. The quorum is 50% + 1 for the meeting to be formal and valid. At such meetings, the Director of Padek and an annually elected staff representative shall attend the meetings. The Director will have voting right, except in decisions directly affecting his/her contract or work.
• The Chairperson can invite appropriate non-voting advisors to attend the Board meeting for specific agenda items.
• The Board on its own motion or open request of 50% + 1 of Board members may call special meeting at any time
• In all decision making the Board of Directors must attempt to reach consensus. Failing to do so, they can resort to a vote. Decisions, however, should not be carried unless the number of the Board members present is 50% + 1 or more
• He/She may be asked to resign by a vote of 2/3 of Board members.
• Padek staff and Board members are eligible to put forward the name of prospective Board members. To ensure compatibility, a formal introduction of new Board members can only take place after approval by the existing Board members

Article 18:Code of conduct of the Board of Directors

• In guiding and advising Padek’s senior management on major development thrusts and in approving policies, the Board of Directors must ensure that Padek works autonomously and independently.
• Major decisions are only validated when the Board is in formal session. However, in emergency situation, the Chairperson can be consulted for confirmation of a decision.
• At all times, Padek’s interest must be placed ahead of individual, group or political party interest. Individual Board member has no authority to summit project proposals for funding from the Padek’s Small Project Fund.
• Members of Cambodian political parties, donors, staff of donor agencies related to Padek, civil servants from senior line ministries are deemed to be unsuitable to serve as Board members of Padek.

Chapter 5:Director, Role and Responsibilities

Article 19:Recruitment and the appointment of the Director

• The director is recruited and appoint by the Board of Director by consultation with the Management Team
• Termination of the service of the Director is the decision of the Board.

Article 20:Roles and responsibilities of the Director

• The Board appoints and empowers the Director to carry out the vision, mission and goals of Padek. In overseeing Padek's operation, the Board ensures that the values of professionalism, transparency and accountability permeate all activities carried out by the Director.
• An annual performance evaluation of the Director is conducted by the Chairperson of the Board or by other Board member as assigned.
• Working closely with the Management Team and the Programme Committee, the Director is responsible for the overall financial and programme management of Padek.
• The Director provides conceptual direction to the organisation and ensures that the planning document (Strategic Plan and Annual Implementation Plan) are in line with Padek's overall philosophical framework.
• The Director is responsible in ensuring that programme documents (plans, reports) and funding proposal document for presentation to the Board and to funding agencies
• The Director is an official representative of the organisation, and as such is responsible in maintaining close relationships with relevant administrative bodies in the government, the NGOs, the donor agencies, the bilateral and multi-lateral agencies to explore areas for mutual support and cooperation.
• In collaboration with the Board, the Director is entrusted with the task of fund raising, and as such is responsible in establishing and maintaining good relationship with existing and potential donors.
• The Director is responsible in hiring and terminating the services of all of Padek staff.
• The Director is responsible for staff welfare and staff development in away that ensures coherent organizational development

Chapter 6:Funds of the organization

Article 21:The fund of the organization may consist of

• Grants, donations and other transfer from individuals, organisations, government and non-government bodies whether local, national or international or from any other legal source.
• Income from services such as training or technical assistance, where payment is appropriately contracted, and income from sale of assets or publications
• Funding will not be accepted by the organization from any political party or from any representative of a political party. Funding which may compromise the non-partisan status of the organization will not be accepted.
• All funds of the organization shall be its property and no staff or Board members shall, whether in an official or personal capacity, misuse the funds.
• The account of the organization shall be audited annually by a recognized firm of account auditors and the result circulated to all Board members.

Chapter 7:Amendment of the statute

Article 21:The statute of the organization may be amended, altered or modified at any time by a resolution of the Board at a meeting duly convened for that purpose and supported by 2/3 of board members.

Article 22:The text of any proposed amendments and the existing text shall be circulated to all Board members with notification of the meeting at least fifteen (15) days prior to the meeting at which the proposed amendments are to be considered.

Chapter 8:Padek's Asset:

Article 23:Padek’s Asset

• In the past, Padek has been encouraged by the Board and the donors to acquire fixed asset including land, house, car, motorbike, office furniture and office equipment that are deemed necessary in implementing its activities of serving the poor people in Padek's project areas.
• These assets, especially land and house, are seen as contributing to the organization’s sustainability and its effectiveness in carrying out its missions by reducing renting cost.
• To date (January 2003), Padek owns land and houses in Phnom Penh, Prey Veng, Siem Reap and Kampong Speu as shown in Padek's inventory.
• At present, without a legal framework governing NGOs in Cambodia, the title of the land and the houses are registered in the names of Padek staff in its localities. The titles are held by the Financial and Administrative Unit. Ensuring hard titles and ways that Padek can protect its ownership of titles is a priority.
• The land and the houses are properties of Padek and no staff or Board members has, at any time, any claim on those properties.

Chapter 9:Dissolution of the organization

Article 24:Dissolution of the Organization

• If at any time, it is found necessary to dissolve the organization, the organization shall be dissolve by a resolution adopted by 4/5 of Board members, at a special meeting convened for that purpose. Notice of a special meeting called and drafted by Board member for the purpose of dissolution, shall be circulated to all Board members, a long with the resolution to dissolve, at least fifteen (15) days prior to such a meeting.
• Criteria for dissolution include bankruptcy, corruption or no more goal or mission.
• The resolution to dissolve the organization must show schedule and steps that need to be taken by the the Board and the Management Team.

Chapter 10: Disposal of asset

Article 25:Disposal of Assets

• Upon dissolution of the organization, the Board of Directors, in consultation with the Management Team, is responsible in transferring the asset to like-minded organisations. In the event that there is no like-mind organization, the asset will be transferred to the national Red Cross
• The Board will inform the donors of the decision.

Adopted this on the 2nd day of December 2007 in Phnom Penh, Cambodia by the affirmative vote of the undersigned Board of Director members representing a majority of the members of the association in a special meeting duly held for the purpose.

Signed:

Name:Steve Gourley

Name:Steve Gourley

Name:Josephine Barbour

Position:Board Vice-Chairperson

Name:Chhith Sam Ath

Position:Board Member

Name:Pich Nol

Position:Board Member