Governance (Management and Board) of REN

Advisory Board
i.There shall be an advisory board that shall provide advisory services to the management of the organization. This shall consist of the two founder members/vision carriers being the chairperson and vice chairperson whose appointing powers are invested in them and four other members

ii.The Board shall be composed of not less than five (5) and not more than 10 members with the following positions: Chairperson, Vice Chairperson, Treasurer, Secretary and Committee members or any other position that the board or organization may create.

iii.The organization shall identify various professionals in different sectors of the economy and request them to serve on the board.

iv.Apart from founder members (the Chairperson and Vice chairperson) Board members shall serve for three years renewable on availability of the members

v.The board shall receive annual and financial reports from management for approval and advisory services

vi.The board shall be the policy making body of the organization and provide policy direction and guidance to the management of the organization

vii.All programmes to be undertaken by the organization will be approved by the board through annual work plans and budgets.

3.2: Management/Secretariat
Research Exchange Network shall establish a management office which shall be headed by the Executive Director. The Executive Director shall be responsible for the day-to-day operations of the organization (R E N). The office of the Executive Director shall serve as the secretariat to the advisory board of R E N.

Under the office of the Executive Director, there shall be other officers that shall support the day today running of the organization. Among other positions that will be created based on need, the following positions have been identified; Deputy Executive Director (Programs & Strategy), Director of Research & Innovation, Director of Partnerships & Stakeholder Engagement, Director of Operations & Administration, Director of Finance & Resource Mobilization, Director of Digital Platforms & Knowledge Management, Director of Communications & Public Affairs

The Management will implement the policies of the Advisory board in line with the objectives of the organization. Management will report to the board on a quarterly basis during board meetings or on such times as the board may determine.

Article 5. Duties of Office Bearers
The Advisory Board shall be composed of not less than 5 and not more than 10 members;
5.1. Chairperson
5.2. Vice Chairperson
5.3. Treasurer
5.4. Secretary
5.5. Members
5.1. Duties of the Board Chairperson
5.1.1. Shall through the secretary call for board meetings
5.1.2. Shall preside over all board meetings (In his absence, the Vice chairperson or any other member chosen during a particular meeting shall chair the meeting)
5.1.3. Shall be one of the signatories to the bank account and financial expenditures;
5.1.4. Shall together with the Vice chairperson appoint/ Recommend Chairpersons of the Board Sub- Committees
5.1.5. Shall provide overall leadership of the organization
5.2. Duties of the Vice Board Chairperson
 5.2.1. Shall work hand in hand with the Chairperson
5.2.2. Shall chair the meetings in the absence of the chairperson
5.2.3. Shall be one of the signatories to the bank account and financial expenditures;

5.3. Functions of the Treasurer
5.3.1. Shall support the timely preparation of annual financial reports by management of R E N.
5.3.2. Shall provide technical support to management to ensure that all financial procedures are followed during the implementation of programmes
5.2.3. Shall ensure that financial reports for the organization are audited.
5.2.4. Shall be one of the signatories to R E N bank account

5.3. Functions of Board Secretary
5.3.1. Shall prepare the agenda and call for board meetings on behalf of the Chairperson
5.3.2. Shall ensure that meetings of the board take place as scheduled and on regular intervals
5.3.3. Shall keep a proper record of minutes of all board meetings and ensure that the distribution of such minutes to all the board members is done in time.
5.3.4. Shall support the Secretariat/Management in ensuring proper and accurate record keeping

5.4. Board Members
5.4.1. Shall attend board meetings and participate in decision making. The number will vary depending on the obtaining situation at any given time.

Article 6.  Tenure of Office of Board Members
Apart from the Founding Members, who shall retain a permanent seat on the Board to preserve the foundational vision and strategic continuity of the organization, all other Board Members shall serve a term of three (3) years. This term may be renewed based on the availability, performance, and continued relevance of the members to the organization’s goals. The tenure system ensures periodic renewal of ideas, diversity of perspectives, and accountability in governance.

Article 7. Meetings
The board shall meet on a quarterly basis (four times in a year). The meetings shall be called by the Chairperson through the secretary. Notice of not less than 14 days shall be given for a meeting. Emergency or extraordinary meetings can be called by the chairperson on varying circumstances of need.

Article 8. Quorum at Board meetings
The quorum requirement for a board meeting to take place shall be 50% plus one member present (more than 50% of the members should be present).

Article 9. Elections
Positions such as Chairperson, Treasurer, Secretary, or any other designated roles shall be filled through an internal election process among the board members. Each board member shall have one vote, and any eligible member may stand for election to these positions.

However, the Founding Member shall not be subject to election or rotation, retaining a permanent seat on the Board to safeguard the foundational vision and institutional continuity of the organisation. The Founding Member may, at their discretion, choose to serve in or abstain from any elective position.

Article 10. Discipline
There shall be developed a Code of Conduct for Board Members. All members will be expected to abide by the provisions of the Code of Conduct. It shall contain guidelines on how Board members should conduct themselves as well as proceedings of board meetings. Penalties will also be contained in the Code of Conduct.
Another Code of Conduct will also be developed for Management.

Article 11. Finance
The financial year for the organization shall run from 1st January to 31st December. The organization shall raise its resources from membership contributions and donations from various stakeholders. The organization shall operate a bank account(s) in the name of Research Exchange Network where all donations and contributions shall be channeled through.

All cheques and other financial documents shall only be signed by designated office bearers of the organization as shall be determined by the board and management (Panels or sets of signatories will be determined and set out in the financial guidelines manual).

All funds that belong to Research Exchange Network shall only be used towards the achievement of the objectives of the organization and as approved by the Board.

Financial reports for all the transactions of the organization shall be prepared and audited according to the requirements of the law and financial regulatory requirement in Zambia. These will be presented to the board for consideration and approval.

The organization will produce a financial guidelines manual which will provide details of how financial resources will be raised, spent and account for.

Article 12. Amendments
This constitution may be amended by a majority vote of the board, provided prior notice is given of the proposed amendment in the notice of the meeting for this purpose.