Melandah Foundation
Master Constitution

This Constitution takes effect on formal adoption by the authorised governing body and remains in force until lawfully amended or replaced.

• Foundation means Melandah Foundation.
• Board means the Board of Trustees.
• Founder means the person formally recognised in the adoption record as Founder.
• Trustee means a member of the Board with fiduciary responsibility.
• Member means a person formally admitted under this Constitution or approved by-laws.
• Officer means a person holding an elected, appointed or employed position of responsibility.
• Protected Provision means a provision identified by this Constitution as requiring enhanced approval.
• Connected Person includes a spouse, partner, close relative, controlled entity or other person whose relationship may reasonably create a conflict.

The Foundation is a non-profit, non-partisan and public-benefit organisation. Its income and property shall be applied solely towards its constitutional objects. It shall not be operated for private profit or for the benefit of any political party.

The registered office shall be in Bangladesh, at Melandah, Jamalpur, or at another lawful address within Bangladesh approved and properly recorded by the competent governing body.

The Foundation may operate throughout Bangladesh and, subject to applicable law and regulatory approval, may establish partnerships, projects, chapters, affiliates, representative offices, or other lawful arrangements internationally. No chapter or affiliate may override this Constitution or bind the Foundation beyond written authority.

To mobilise volunteers, partners, knowledge and resources to improve lives, promote equality of opportunity and strengthen communities in Bangladesh and beyond.

1. Advance education and learning.
2. Relieve poverty, hardship and the effects of emergencies and disasters.
3. Promote health, well-being and community resilience.
4. Develop volunteering, civic participation and youth leadership.
5. Support disadvantaged, marginalised and vulnerable people.
6. Promote culture, heritage, environmental responsibility and social cohesion.
7. Undertake any lawful activity incidental or conducive to these objects.

No object shall be interpreted to permit unlawful political campaigning, private distribution of assets or activity inconsistent with public benefit.

Integrity, accountability, compassion, inclusion, volunteerism, transparency, sustainability and service.

Admission shall follow transparent criteria and proper record-keeping. No person obtains governance, voting or ownership rights merely by volunteering, donating, advising or participating unless formally admitted with such rights under this Constitution.

Members and volunteers shall uphold this Constitution, safeguarding, confidentiality, equality, dignity, lawful instructions and the reputation of the Foundation. Detailed admission, suspension, discipline and appeal procedures may be prescribed by by-laws.

The Founder shall safeguard the identity, mission, long-term continuity and founding principles of the Foundation while respecting legal, fiduciary and regulatory obligations. The Founder shall not use constitutional status to authorise unlawful private benefit, conceal wrongdoing or override a binding legal duty.

1. Temporary absence or temporary incapacity does not create a vacancy in the office of Founder.
2. During temporary incapacity, the Board may appoint an Acting Chair for routine governance only; the Acting Chair may not alter protected provisions, dispose of permanent assets, merge or dissolve the Foundation.
3. Permanent incapacity must be established by reliable medical or legal evidence and recorded by an enhanced Board resolution, without purporting to remove the Founder.
4. Succession after death, written relinquishment or permanent incapacity shall follow a formally adopted succession schedule consistent with law and public benefit.

Changes affecting the Foundation’s name, identity, principal objects, Founder provisions, permanent asset protection, merger, dissolution destination or constitutional supremacy require the enhanced approval process in Article 35 and any governmental or regulatory approval required by law.

1. Composition. The Board shall comprise not fewer than five and not more than fifteen Trustees, including the Founder while serving as Chairperson.
2. Eligibility. A Trustee must be legally eligible, capable of acting, committed to the Objects, a person of integrity, and free from any disqualification or unmanaged conflict that makes the appointment unlawful or materially unsafe.
3. Initial Board. The Founder may appoint the initial Trustees at the establishment or formal reconstitution of the Foundation.
4. Ordinary appointment. A vacancy or additional Trustee position may be filled by a person nominated by the Board or its Nominations and Governance Committee. Appointment requires approval by not less than seventy-five per cent (75%) of all serving Trustees, together with the written approval of the Founder during the Founder's lifetime.
5. Exceptional appointment. A person who has not followed the ordinary membership pathway may be appointed directly as a Trustee where that person possesses outstanding professional expertise, public service or recognised experience and the appointment is demonstrably in the best interests of the Foundation. The same approval process and voting threshold apply.
6. Due diligence. Before appointment, the Foundation shall complete proportionate identity, eligibility, conflict-of-interest, safeguarding and reputation checks and shall record the reasons for appointment.
7. Terms. Except for the Founder, Trustee terms shall normally be three (3) years and may be renewed following satisfactory review. Renewal is not automatic.
8. Security of tenure. A Trustee shall not be removed merely because of personal disagreement, independent voting in good faith, lawful opinion, protected disclosure, religion, race, sex, disability, political neutrality or any other improper reason.
9. Grounds for removal. A Trustee may be removed only for legal disqualification, fraud, corruption, serious financial misconduct, serious or repeated breach of fiduciary duty, serious misconduct, unmanaged material conflict of interest, persistent unjustified absence, sustained incapacity, or conduct causing serious harm to the Foundation.
10. Fair procedure. Before removal, the Trustee must receive written notice of the allegations and proposed grounds, reasonable access to relevant information, at least thirty (30) days to provide a response unless urgent lawful protective action is required, and a fair opportunity to be heard by persons without a material conflict.
11. Interim safeguards. Where reasonably necessary to protect people, assets, evidence or the reputation of the Foundation, the Board may suspend specified duties temporarily pending a fair investigation. Suspension is precautionary and shall not be treated as a finding of wrongdoing.
12. Removal decision. Removal requires approval by not less than seventy-five per cent (75%) of all serving Trustees eligible to vote, excluding the Trustee concerned, together with the written approval of the Founder during the Founder's lifetime. The reasons and voting record shall be minuted.
13. Automatic cessation. A Trustee ceases to hold office upon death, written resignation or a final legal disqualification that makes continued service unlawful.
14. Vacancies. A vacancy does not invalidate lawful acts of the remaining Trustees while the Board remains quorate. If the Board falls below the minimum number, the remaining Trustees may act only as permitted by Article 31.
15. Founder protection. The Founder shall not be removed under this Article.

1. Trustees shall declare actual, potential or perceived conflicts promptly.
2. A conflicted trustee shall not vote or count in the quorum for the affected matter unless lawfully authorised and fully recorded.
3. No trustee or connected person may receive private benefit except lawful reimbursement, reasonable remuneration or contractual payment that is demonstrably in the Foundation’s interests and approved without participation by the beneficiary.
4. All related-party transactions must be transparent, properly valued and recorded.

The Board may delegate functions but retains ultimate responsibility. Delegated authority must be written, proportionate, reviewable and revocable. No delegate may amend this Constitution, appoint or remove Trustees, approve the dissolution of the Foundation or exercise any protected power unless expressly authorised by this Constitution and applicable law.

1. The Board may establish standing or temporary committees, including, without limitation, committees concerned with finance, safeguarding, audit, programmes, risk, nominations, governance, or any other matter the Board considers necessary. Each committee must have written terms of reference, proportionate membership, declared conflicts and a duty to report to the Board.
2. The Nominations and Governance Committee shall support skills analysis, succession planning, Trustee recruitment, due diligence, induction, renewal recommendations and governance review. It may recommend but shall not itself appoint or remove a Trustee.
3. The Board shall review its collective effectiveness, skills, diversity, attendance, conduct and compliance at least annually. Each Trustee, other than the Founder in respect of tenure, shall participate in a proportionate periodic performance and contribution review.
4. Board evaluation may be internally facilitated, but an independent review should be commissioned periodically where proportionate to the Foundation's size, risk, funding or regulatory position.
5. A committee cannot exceed the authority delegated to it, amend this Constitution, appoint or remove Trustees, approve the dissolution of the Foundation or exercise a protected power unless expressly authorised by this Constitution and applicable law.

Funds shall be held in authorised accounts. Payments, procurement, borrowing, investment and record-keeping shall follow approved controls, segregation of duties, dual authorisation where appropriate, annual budgeting and independent audit or examination as required. Detailed limits and procedures shall be fixed by by-laws or financial regulations.

1. Land, buildings, endowments and strategic assets shall not be sold, transferred, mortgaged or disposed of except in accordance with the approval process required by this Constitution, following independent assessment and full legal compliance.
2. Restricted donations, endowments and trust property must be used only for their lawful restricted purpose.
3. No trustee, member, officer or Founder acquires personal ownership of Foundation property.

The Foundation shall promote dignity, fairness, inclusion and equal opportunity and shall not unlawfully discriminate. Lawful positive action and needs-based support remain permitted.

Accessible procedures shall be maintained for complaints, safeguarding concerns, misconduct reports and protected disclosures, with confidentiality, impartial review and safeguards against retaliation. Serious allegations involving a trustee or senior officer must be considered by persons without a material conflict.

1. Ordinary decisions are made by simple majority of eligible votes cast.
2. Except for protected matters, the Chair may exercise a casting vote where votes are equal and where the Chair is not conflicted.
3. A unanimous written or authenticated electronic resolution of all eligible trustees is valid as if passed at a meeting.
4. Where a material deadlock persists, the Board shall first seek mediation or independent governance advice. No deadlock procedure may be used to override a protected provision or legal duty.

Accurate minutes, registers, resolutions, declarations, accounting records, asset registers and other statutory records shall be maintained, securely protected and recoverable. Electronic records and signatures may be used where lawful and reliable. Loss of records does not invalidate otherwise lawful acts, but the Board must reconstruct essential records promptly.

No remaining asset shall be distributed to members, trustees, officers, connected persons or the Founder. Assets shall be transferred to one or more lawful non-profit or public-benefit organisations with similar objects and an effective non-distribution constraint.

1. The Board shall maintain continuity arrangements for disaster, cyberattack, loss of records, leadership incapacity, banking disruption, regulatory intervention or other serious disruption.
2. Emergency action must be necessary, proportionate, time-limited, documented and reported to the Board as soon as reasonably possible.
3. Emergency power cannot be used to amend protected provisions, transfer permanent assets for private benefit, remove the Founder or dissolve the Foundation outside the required process.
4. Where no quorate Board can act, surviving lawful trustees or, failing them, an independent person recognised by law may take only preservation measures until governance is restored.

If any provision is held invalid or unenforceable, the remaining provisions continue to the fullest extent permitted by law. An invalid provision shall, where possible, be interpreted or limited only so far as necessary to preserve its lawful purpose.

This Constitution is adopted by the authorised governing body on the date entered in the formal adoption record. Existing lawful appointments, policies and decisions continue so far as they are consistent with this Constitution until replaced or reviewed.