CONSTITUTION OF FUTURE BRIDGE TECH FOUNDATION
FOUNDING DIRECTORS
1.
RAYMOND
LARRY – EXECUTIVE DIRECTOR
2.
LAURENCE
JERRY DODJI GOMASHIE – DIRECTOR
3.
PATRICIA
AGBODZI - DIRECTOR
EXECUTIVE SECRETARY
VIVIAN AKPENE FIAGBE
PREAMBLE
We, the
Founding Members of FUTURE BRIDGE TECH FOUNDATION, mindful of our shared
responsibility to foster inclusive growth and innovation within our communities
and inspired by the vision of bridging gaps and building bridges across
social, educational, and technological divides, do hereby establish this
Constitution.
In pursuit of
these ideals, we ordain and adopt this Constitution as the supreme governing
instrument of the Foundation, to guide its actions, protect its integrity, and
ensure the fulfillment of its objectives in accordance with the laws of the
Republic of Ghana.
We commit
ourselves to the principles of transparency, accountability, and service; to
the promotion of knowledge, opportunity, and sustainable development; and to
the empowerment of individuals and institutions for the advancement of society
This
Constitution governs the operations, management, and objectives of FUTURE
BRIDGE TECH FOUNDATION LBG, a Private Company Limited by Guarantee incorporated
under the laws of the Republic of Ghana.
ARTICLE 1 – NAME, SLOGAN, AND OFFICE
1.1 The name of
the organization shall be FUTURE BRIDGE TECH FOUNDATION, hereinafter
referred to as “the Foundation.”
1.2 The slogan of the Foundation shall be “Bridging gaps, building bridges.”
1.3 The registered office of the Foundation shall be situated in Madina,
Greater Accra, Ghana, or at such other location as may be determined by the
Board of Directors.
1.4 The postal address, official email, and contact number of the Foundation
shall be as determined by the Board and recorded with the Registrar of Companies.
Vision: To create a world where every individual and community has the
knowledge, tools, and opportunities to bridge social and digital divides,
empowering them to build sustainable and connected futures.
Mission: To empower individuals and communities by bridging educational,
technological, and social gaps through innovative programs and partnerships
that build opportunities for growth and inclusion.
ARTICLE 3 – OBJECTIVES
1. To bridge
digital and social gaps by promoting inclusive access to technology, education,
and innovation among underserved communities.
2. To empower youth and women through skill development, mentorship, and
entrepreneurship programs that enhance self-reliance and employability.
3. To advance digital literacy and innovation by organizing training,
workshops, and awareness campaigns that encourage the creative use of
technology for sustainable development.
4. To foster collaboration between communities, educational institutions, and
industries in building bridges for sustainable growth, inclusiveness, and
knowledge exchange.
5. To promote STEM (Science, Technology, Engineering, and Mathematics)
education as a means of preparing the next generation for a technology-driven
and innovation-oriented future.
6. To support community development initiatives that utilize technology and
innovation to address local challenges and improve quality of life.
7. To undertake research and advocacy on digital inclusion, environmental
sustainability, and technological empowerment to influence informed policy and
decision-making.
8. To establish partnerships and networks with local and international
organizations to mobilize resources and expertise toward bridging economic,
educational, and technological divides.
9. To promote environmental sustainability and green innovation through
awareness creation, education, and eco-friendly technological solutions.
10. To serve as a bridge for opportunities by connecting individuals, organizations,
and communities to resources, knowledge, and platforms that drive positive
social impact and transformation.
ARTICLE 4 – MEMBERSHIP AND GUARANTORS
4.1 The
Foundation shall be limited by guarantee and shall not have shareholders.
4.2 Membership shall be open to individuals and organizations who share the
Foundation’s vision and mission.
4.3 Members shall abide by the Foundation’s Constitution and code of conduct.
4.4 Membership may be terminated by resignation, inactivity, or misconduct as
determined by the Board.
4.5 The liability of each member (guarantor) is limited to Two Thousand
Ghana Cedis (GHS 2000.00), to be contributed in the event of
dissolution.
4.6 The Foundation shall have not less than three (3) guarantor members at all
times.
ARTICLE 5 – GOVERNANCE STRUCTURE
5.1 The
Foundation shall be governed by a Board of Directors consisting of not less
than three (3) and not more than seven (7) members.
5.2 The Executive Director shall also serve as the Chairperson of the Board.
5.3 The Board shall provide overall policy direction, strategic oversight, and
approve budgets and major decisions.
5.4 The following positions shall constitute the core structure:
- Executive Director / Board Chair / Managing Director / Chief Executive
Officer (Founder)
- Programs & Training Director
- Finance & Administration Director / Treasurer
- Operations Director
- Secretary (Executive Secretary)
- Technology & Innovation Director
- Outreach & Communications Director
- Partnerships
& Resource Mobilization Director
5.5 DIRECTOR APPOINTMENT AND TENURE
(a) Directors
shall be appointed by the Board through a transparent process, considering
merit, expertise, and commitment to the Foundation’s objectives.
(b) Except as otherwise provided, Directors shall serve a term of three (3)
years and may be eligible for reappointment.
(c) The positions of Chief Executive Officer, Programs and Training Director,
and Finance and Administration Director/Treasurer shall be designated as
permanent core Directorships. These offices shall not be subject to tenure
limits and shall only become vacant upon resignation, incapacitation, or
removal for gross misconduct by a resolution supported by at least
three-fourths (¾) of the Board of Directors.
(d) A Director may resign by written notice to the Board.
(e) Vacancies shall be filled by Board appointment following the same procedure
as original appointments.
5.6 MANAGEMENT AND STAFF APPOINTMENT PROCEDURES
(a) The Chief
Executive Officer, under the oversight of the Board, shall lead the recruitment
of management and staff positions.
(b) All appointments shall be based on merit, qualifications, and alignment
with the Foundation’s mission and values.
(c) Each employee shall have a written contract specifying duties,
remuneration, and terms of service.
(d) The Board shall approve senior management appointments upon the CEO’s
recommendation.
(e) Staff shall be subject to supervision, performance evaluation, and disciplinary
measures consistent with the Foundation’s human resource policies.
5.7 EXECUTIVE AUTHORITY AND DELEGATION
(a) The Chief
Executive Officer (CEO) shall be the principal executive authority of the
Foundation and shall have the power to make final decisions on matters of
administration, finance, and operations.
(b) The CEO may exercise veto authority over Board decisions deemed
inconsistent with the Foundation’s mission or legal obligations.
(c) A veto decision may only be overturned by a resolution supported by
three-fourths (¾) of the Board of Directors.
(d) In the absence of the CEO, the Programs and Training Director shall act as
Chair and coordinate Board functions, assisted by the Finance and
Administration Director/Treasurer.
(e) The CEO, Programs and Training Director, and Finance and Administration
Director/Treasurer shall collectively constitute the Executive Authority to
ensure continuity of governance and operations.
5.8 EXECUTIVE SECRETARY
5.8.1. The
Foundation shall have an Executive Secretary, who shall serve as the principal
administrative and record-keeping officer of the Foundation.
5.8.2. The
position of Executive Secretary shall be a permanent executive role, forming
part of the core management of the Foundation.
5.8.3. The
Executive Secretary shall be responsible for:
a. Maintaining
all official records, minutes, and correspondence of the Foundation.
b. Coordinating
meetings of the Board and management.
c. Assisting
the Executive Director in implementing decisions of the Board; and
d. Performing
any other duties assigned by the Executive Director or the Board.
5.8.4. The
Executive Secretary shall hold office until resignation, incapacity, or lawful
removal by resolution of the Board of Directors.
ARTICLE 6 – ROLES AND RESPONSIBILITIES OF DIRECTORS
6.1 Executive
Director/Managing Director/CEO: Provides overall leadership, vision, and
coordination of the Foundation’s activities. Provides strategic leadership,
oversees daily operations, and represents the Foundation in all official
matters.
6.2 Programs & Training Director: Leads all educational and
technology-based programs and supervises project implementation.
6.3 Finance & Administration Director / Treasurer: Manages all
financial matters, prepares budgets, and reports to the Board, ensures
compliance and transparency.
6.4 Operations Director: Oversees logistics, planning, and project
execution.
6.5 Executive Secretary: Maintains records, correspondence, and minutes
in accordance with the Companies Act, 2019 (Act 992). The Secretary shall not
serve as a Director if appointed in a professional capacity.
6.6 Technology & Innovation Director: Drives technological
initiatives, manages ICT infrastructure, and oversees innovation strategies.
6.7 Outreach & Communications Director: Handles publicity,
partnerships, and volunteer coordination.
6.8. Partnerships & Resource Mobilization Director: Leads
partnership development, fundraising, and resource mobilization efforts
ARTICLE 7 – MANAGEMENT AND STAFF
7.1 The
management team, led by the Executive Director, shall implement programs and
oversee daily operations.
7.2 Positions may include: Programs Coordinator, Communications Officer,
Accounts Officer, and Administrative Assistant.
7.3 The Board may create additional positions as required for effective
management.
ARTICLE 8 – MEETINGS
8.1 The Board
shall meet at least four (4) times a year, including one Annual General Meeting
(AGM) to review activities, finances, and plans.
8.2 Emergency meetings may be convened by the Executive Director or at the
written request of at least two Board members.
8.3 Proper minutes of all meetings shall be kept by the Secretary and approved
at subsequent meetings.
ARTICLE 9 – FINANCE
9.1 The
Foundation shall maintain a bank account in its name.
9.2 Funds shall be derived from donations, grants, sponsorships, fundraising
events, corporate partnerships, and other lawful income-generating activities.
9.3 All funds shall be used solely for achieving the objectives of the
Foundation.
9.4 The Treasurer or Finance & Administration Director shall present annual
financial statements to the Board.
9.5 Proper books of accounts shall be maintained and audited annually by a
qualified auditor appointed by the Board.
ARTICLE 10 – AUDIT
10.1 The
Foundation’s accounts shall be audited annually by a qualified auditor in
compliance with the Companies Act, 2019 (Act 992).
10.2 The auditor’s report shall be submitted to the Board and filed with the
Registrar as required.
ARTICLE 11 – VOLUNTEERS
11.1 The
Foundation may engage volunteers to support its programs, events, and community
initiatives.
11.2 Volunteers shall operate under the supervision of designated Directors or
staff and adhere to the Foundation’s policies and Code of Conduct.
11.3 The Foundation shall provide necessary orientation and training to ensure
volunteers understand their roles and responsibilities.
11.4 Volunteers shall not receive monetary compensation but may be reimbursed
for approved expenses incurred in the performance of their duties.
ARTICLE 12 – CODE OF CONDUCT
12.1 The
Foundation shall maintain a Code of Conduct, approved by the Board, which shall
be binding on all Directors, officers, staff, and volunteers.
12.2 The Code of Conduct shall set standards of ethics, integrity,
accountability, and conflict-of-interest management in all Foundation affairs.
12.3 Any breach of the Code shall be subject to disciplinary action as
prescribed by the Board or relevant policies.
ARTICLE 13 – AMENDMENT
11.1 This
Constitution may be amended by a two-thirds (2/3) majority vote of the Board of
Directors at a duly convened meeting.
11.2 Notice of the proposed amendment shall be circulated to all members at
least fourteen (14) days prior to the meeting.
ARTICLE 14 – DISSOLUTION
12.1 The
Foundation may be dissolved upon the decision of two-thirds (2/3) of the Board
members at a properly constituted meeting.
12.2 Upon dissolution, any remaining assets shall be transferred to another
charitable or non-profit organization in Ghana with similar objectives, as
approved by the Board and the Registrar-General’s Department.
ARTICLE 15 – ADOPTION