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ByLaws

JAMIIBORA HEALTH SERVICES NETWORK

 

JAMIIBORA BYLAWS

 

PART I

  1. Name and Nature

JamiiBora Health Services Network is a company limited by guarantee and not having share capital.

 

  1. Address of the organisation

The head Office of the organisation shall be in Dar-es salaam, Post Office Box 77488 Dar-es-salaam, Tanzania.

 

  1. Area of operation

The area of operation shall cover the whole United of Tanzania.

 

  1. Main Objectives

The main objectives of the JamiiBora are:

  1. To encourage professional interaction among Muslim health professionals.
  2. To provide quality, sustainable and affordable preventive and curative health services.
  3. To promote health-related training, research and education advancement among Muslim health professionals and students.

 

PART II: FUNCTIONS

 

  1. Functions

In pursuit of the main objectives stated above, the JamiiBora may carry any or all of the following:

  1. Develop and provide platforms for interaction among muslim health professionals.
  2. Facilitate and/or provide health services for preventive and curative nature during routine, out-reach and emergency situations to communities in need.
  3. Promote health education awareness program.
  4. Collaborate with the government and various companies, organizations, associations, or societies in providing free health services.
  5. Identify and share opportunities for training and education among Muslim health professionals.
  6. Promote and encourage uptake of science subjects and health-related training among students.
  7. Conduct research.
  8. Conduct advocacy.
  9. To promote medical, ethics among Muslim health professional.
  10. Acquire various assets
  11. Conduct business related activities
  12. Establish task-forces and committees.
  13. Conduct any other activity to achieve the Association’s status aims and objectives.

 

    PART III: MEMBERSHIP

 

  1. Membership

All Muslim Medical, Dentistry and Allied Health Professionals licensed in United Republic of Tanzania are eligible for membership regardless of citizenship, nationality or creed.

 

  1. Type of members
  1. Those who joined in the organisation at the time of submission of application for registration. 
  2. Those who will be admitted in accordance with this Bylaw after registration of the organisation. 
  3. Honorary and Associate member:
  1. Are those members which are currently studying in any medical profession (from certificate level), medical internes, and foreign workers in the field of medical or student who are studying medical field in the United Republic of Tanzania.
  2. Any other person who does not possess medical background, but the AGM deemed fit to grant such membership for the benefit of the JamiiBora.

 

  1. Admission for Membership

All persons desiring membership shall fill in and submit a formal application for membership and submit to the Chief Executive Officer (CEO).  All membership requests shall be evaluated and approved by the Management.

 

  1. Membership Fees

All persons applying for membership shall be required to pay annual subscription fees at a rate that shall be set by the General Assembly and may be revised accordingly (currently Tshs 100,000/=).  Annual subscription fees shall be due on 31th April of every year. A membership is valid for the twelve months starting the membership dues payment date. Failure of payment of dues will result in inability to access full membership rights.

 

 

 

 

 

  1. Membership Rights
  1. Any member who has paid his/ her dues is eligible to vote and be voted for except members catalogue 7(c ).
  2. There shall be no entitlement to any remuneration or compensation from the JamiiBora for any charitable activities conducted.
  3. To Attend and participate in the organisation’s General Meetings.
  4. To receive reports of the organisation at free cost inclusive of the register of members, minutes of General Meetings, annual reports and annual accounts.
  5. To be heard and right to appeal.
  6. To withdraw membership.
  7. To inspect the documents of the organisation.

 

  1. Membership Duties
  1. Uphold the MEMARTS and Bylaws of JamiiBora.
  2. Participate in activities of JamiiBora.
  3. Pay annual subscription fees and other contribution as may be prescribed from time to time.
  4. Carry out tasks as may be assigned by the management.
  5. Preserve and protect good image and reputation of JamiiBora.
  6. To abide and conform to the decisions of the General Meetings;
  7. To sponsor the organisation,
  8. To attend in meeting of the organisation.

 

  1. Membership Termination and Re-Admission

Membership shall cease by:

  1. Resignation tendered by the member to the Management, with a written notice of one month.
  2. Having subscriptions in arrears for twelve (12) months.
  3. Apostasy
  4. Death
  5. The Board of Directors being convinced that the member’s conduct has persistently or seriously undermined the objectives of the JamiiBora.
    1. Member shall be given a notice and should provide a written explanation to the Board of Directors in fourteen days.
    2. If the Board of Directors is not satisfied with the explanation, it shall submit its recommendation to the General Assembly at the General Meeting (GM) for final decision.
    3. Any member whose membership has been terminated for alleged misconduct may submit a new application for re-admission at least after one year from expulsion. The Board may admit that member after being satisfied that he/she has changed.

 

 

 

 

  1. Register of Members

 A register shall be maintained at the registered office of the organisation which shall contain:-

  1. The name and address, photo of each member.
  2. The date at which each was admitted to membership.
  3. The date at which such member ceased to be member.
  4. The amount of affiliation fees paid, the date on which it was paid and the identification number.

 

PART: IV ORGANIZATION STRUCTURE

 

  1. Organs and Management
  1. The General Assembly
  2. The Board of Directors
  3. The Chief Executive Officer
  4. The Secretary General
  5. The Deputy Secretary General
  6. The Legal Secretary
  7. The Directors of Directorates.
  8. Zonal representatives

 

 

  1. The General Assembly (GM)
  1. The General Assembly shall be constituted by all Members.
  2. The General Assembly shall be the highest organ of the JamiiBora with authority over all other organs.
  3. The General Assembly shall meet at least once a year in an Annual General Meeting and may assemble in an Extra-ordinary Meeting as need arises.
  4. The General Assembly shall be chaired by the Chairperson. In his/ her absence the Vice Chairperson shall preside over the General Assembly. In their absence, ordinary members present shall elect one member to act as Chairperson.
  5. A quorum at any ordinary or extraordinary meeting of the General Assembly shall be constituted by 25% of the total active members.
  6. Resolutions of The General Assembly shall be reached by majority of the members present.
  7. Voting shall be by secret ballots or by rising hands as is deemed convenient.

 

 

 

 

 

 

           15.1 Functions of the Annual General Assembly shall be as follows:

 

  1. To confirm the minutes of the previous general meeting and resolution if any matters arising there from.
  2. To confirm admission of new members accepted into membership by the Board in accordance with this by-laws and expulsion of members.
  3. To consider and approve annual report of the operations of the organisation as presented by Chief Executive Officer.
  4. To consider and adopt audited balance sheet of the organisation and other financial statements such as income and expenditure, management audit report.
  5. To consider and sanction the acquisition or disposal of any movable or immovable property of a value in exceeding of Fifty Million (50,000,000/=).
  6. To fix the Maximum Liability it may incur in loans.
  7. To elect, suspend or remove members of the Board, Chairman, and Vice-Chairman and other office bearers.
  8. To consider and adopt the annual statement of financial accounts.
  9. To consider and approve a organisation’s Corporate Strategic Plans, Business plans, policies and strategies, standing orders of their implementation.
  10. To consider and approve the annual budget.
  11. To consider and approve the recommendations of the Board regarding the disposal of funds available for distribution.
  12. To amend the by-laws and Memorandum of the organisation by a Majority voter.
  13. To approve establishment of new Branch or Zonal Sections of the JamiiBora when and where necessary.
  14. To consider any other business duly brought forward from members, three days before the meeting.

 

      15.2 Extra Ordinary Meeting

  1. Extra Ordinary Meetings may be convened by the Board through the Chairman or at the request of the majority of receipt of resolutions in this regard passed by not less than one   thirds of the members.
  2. The Directors may call an Extraordinary Meeting whenever they think fit and shall, or at the request of the majority of member not less than one thirds of the members, request in writing.  
  3. In the case of Extraordinary General Meeting called in pursuance of a requisition, unless such meeting shall have been called by the Directors, no business other than that stated in the requisition as the objects of the meeting shall be transacted.

 

 

 

  1. The Board of Directors.
  1. The Board of Directors shall comprise of the CEO and six members elected by the General Assembly. The General Assembly may also agree to co-opt a maximum of two persons who are not members to join the Board of Directors.
  2. To be eligible for board membership, one must be an active member, having paid all their dues.
  3. To be eligible for board membership, one must be actively involved in the activities of the JamiiBora.
  4. In an event where an elected member is unable to complete the term, the vacancy shall be filled with person with the next highest vote in the most recent election. Alternatively, the Board of Directors shall appoint or elect a substitute for the remainder of the term until the next General Assembly. Any officer filling in a vacancy during the course of a term shall serve in that capacity only for the remainder of that term.
  5. All members shall hold office for a period of three years and are eligible for re-elections.
  6. No member shall be elected for more than three consecutive terms to the same office.
  7. Members may be co-opted from specialized agencies for expert support as need arises
  8. The Board shall meet at least once quarterly.
  9. The quorum for the Board meeting shall be four members.
  10. Voting shall be by secret ballots or by show of hands as is deemed convenient.
  11. The Board shall be chaired by the Chairperson. In his absence the Vice Chairperson shall preside. In their absence, members present shall elect one member to act as Chairperson.
  12. Functions of the Board of Directors are including but not limited to:
    1. In collaboration with the CEO, provide directions for the JamiiBora  i.e. determine vision, mission and goals of the JamiiBora to guide JamiiBora operations, growth, development and prosperity
    1. Determine JamiiBora values.
    2. Prepare and adopt Policies/Rules and Procedures to enable them to conduct business.
    3. To conduct risk assessment in relation to the JamiiBora.
    4. Are trustees and have fiduciary duty to represent and protect the members’ interest in the JamiiBora.
    5. Ensure legal and ethical integrity of the JamiiBora.
    6. Ensure that the organisational structure and staffing of the JamiiBora are appropriate for the JamiiBora.
    7. Approve JamiiBora strategic and annual plans.
    8. Govern the JamiiBora in collaboration with the CEO.
    9. Monitor and evaluate the implementation of JamiiBora strategic and annual plans.
    10. Ensure effectiveness of internal controls of the JamiiBora.
    11. Be accountable to members.
    12. Be responsible to members.
    13. Promote goodwill and support of shareholders and stakeholders.
    14. Act with due skills, care and in good faith for the best interests of the JamiiBora.
    15. Consider interests of the employees of the JamiiBora.
    16. Recruit, supervise and evaluate the CEO, Legal Secretary and Directors if Directorates.
    17. Hire the auditor and be incharge of the auditing process.
    18. Provide the General Assembly with guidance and advice.
    19. Propose agenda, place and date of the other General Assembly.
    20. Orient and update members of the Association of key developments, issues and/or outcomes.
    21. Propose amendments to Bylaws when need arises for approval by the General Assembly.
    22. Perform any other functions as directed by The General Assembly
  1. Election Procedure for Board of Director, Secretary General and the Deputy Secretary General  shall be as follows:-
  1. Every member aspiring to be elected to the Board of Directors, Secretary General or Deputy Secretary General shall have to fill a relevant form disclosing personal details, education background, experience in management and leadership and any other relevant information contained in the election form.
  2. The election forms shall be obtained in the meeting room five hours before the election.
  3. The election shall be supervised by the Election Supervisor to be elected by the Board of Directors.
  4. Dully filled election form shall be returned to the Election Supervisor   within one hour before the election starts.
  5. Member of the Board, Secretary General and Deputy Secretary General shall be elected by the members present at the General meeting.
  6. The election of Board members shall be done by secret ballot and shall be free, democratic and no board members shall be elected through illegal means.
  7. Counting of the vote shall be done immediately after election and the results shall be announced by the Election Supervision Officer.
  8. Where there is a vacancy arising in the Board by reason of a member ceasing to hold office by virtue of these by-laws or for any other reason whatsoever, the Board of Directors may appoint or elect a substitute for the remainder of the term until the next General Assembly. Any officer filling in a vacancy during the course of a term shall serve in that capacity only for the remainder of that term.
  9. No person shall be eligible for membership of the Board who:-
    1. Has been convicted of an offence involving dishonesty or fraud; or Is an un-discharged the bankrupt;

 

  1. A Board member, Secretary General or Deputy Secretary General shall cease to hold office if:
  1. Such circumstances arise as would, and for him being  disqualify from election or appointment as such; or
  2. He becomes of unsound mind; or
  3. He resigns his office by notice in writing to the Management.

 

 

 

 

19. Eligibility of Board of Directors

 To be eligible for board membership, a person shall be:

(a) An active member, having paid all their dues.

(b)  Must be actively involved in the activities of the JamiiBora.

 

20.0. Power and Functions of Board Member

The business of the organisation shall be managed by the Board which shall have and may exercise all the powers and functions conferred on the organisation.  Functions of the Board of Directors are including but not limited to:

 

  1. In collaboration with the CEO, provide directions for the JamiiBora i.e. determine vision, mission and goals of the JamiiBora to guide JamiiBora operations, growth, development and prosperity.
  2. To control the use of organisation funds in accordance with the budget approved by the Annual General Meeting;
  3. To keep the accounts of the organisation and submit to the Annual General Meeting the annual financial statements, the audited balance sheet and auditor's report together with a budget for the ensuing year;
  4. To submit to the Annual General Meeting an annual business report of the organisation.
  5. To lay down proper financial procedures and regulations necessary to maintain true and accurate records of the business of the organisation;
  6. To ensure that the accounts of the organisation are prepared and audited according to the requirements of the Bank and Financial Institutions Act.
  7. To ensure that loans are applied to the purpose for which they were sanctioned and that proper securities have been taken and registered in the organisation’s name.
  8. To give guidance on all economic activities in the organisation to ensure they are run with maximum efficiency;
  9. To convene Annual or ordinary and Special General Meeting and prepare the agenda The Special General Meeting may be convened if the interest of the organisation so requires.
  10. To ensure the proper collection of member's dues.
  11. To recommend to the Annual General Meeting the admission and expulsion of members, and maintain a correct register of members.
  12. To set up such Committees as it may consider necessary for the discharge of its duties and delegate to the appropriate powers.
  13. To appoint employees of the organisation and fix their duties and salaries and suspend or dismiss staff in accordance with the Employment and Labour Relations Act.
  14. To transact any other business or do or authorize any other matters or things which it may consider being in the interest of the organisation and the proper conduct of its operations.
  15. The Board may appoint and employ, on such terms and conditions as it may from time to time determine, agents to carry out any of its functions under these By-Laws in furtherance of the objects of the organisation.
  16. Determine JamiiBora values.
  17. To prepare Organisation’s Corporate Strategic Plans, Business plans, budgets, policies/ rules and procedure and strategies of their implementation, any standing orders and present the same to the General Meeting;
  18. Conduct risk assessment in relation to the JamiiBora.
  19. Are trustees and have fiduciary duty to represent and protect the members’ interest in the JamiiBora.
  20. Ensure legal and ethical integrity of the JamiiBora.
  21. Ensure that the organizational structure and staffing of the JamiiBora are appropriate for the JamiiBora.
  22. Govern the JamiiBora in collaboration with the CEO.
  23. Monitor and evaluate the implementation of JamiiBora plans.
  24. Ensure effectiveness of internal controls of the JamiiBora.
  25. Be accountable to members and be responsible to stakeholders.
  26. Promote goodwill and support of members and stakeholders.
  27. Act with due skills, care and in good faith for the best interests of the JamiiBora.
  28. Consider interests of the employees of the JamiiBora
  29. Provide the General Assembly with guidance and advice.
  30. Orient and update members of the Association of key developments, issues and/or outcomes.
  31. Propose amendments to Bylaws when need arises for approval by the General Assembly.
  32. Perform any other functions as directed by The General Assemble

 

21. The Chief Executive Officer (CEO)

  1. Shall be hired by the Board of Directors and approved by the AGM.
  2. Shall lead the JamiiBora towards growth and prosperity.
  3. Shall be the overseer of the JamiiBora’s technical and financial affairs.
  4. Shall be responsible for daily management decisions.
  5. Is the chief spokesperson, representative and correspondent of the JamiiBora.
  6. Shall be the direct liaison between the Board of the Directors and the JamiiBora Management.
  7. Shall lead the formulation of the JamiiBora’s short - and long-term strategies in collaboration with the Board of Directors.
  8. Shall oversee the implementation of the JamiiBora’s strategies.
  9. Shall ensure the JamiiBora is appropriately organized and staffed.
  10. Shall ensure that the JamiiBora’s expenditures are in accordance to the authorized budget of the JamiiBora.
  11. Shall ensure accountability of the JamiiBora’s funds.
  12. Shall assess, monitor and manage risks of the JamiiBora.
  13. Shall ensure that the JamiiBora has controls to ensure work is done both lawfully and ethically.
  14. Shall ensure the integrity of the JamiiBora.
  15. Shall be the Secretary of meetings of the Board of Directors.
  16. Shall preside over the General Assembly.
  17. Shall provide directives to other office bearers to perform duties on behalf of the JamiiBora as and when necessary.
  18. Shall present audited financial statements to the Annual General Assembly.
  19. Shall perform any other functions as directed by the General Assembly and the Board of Directors.

 

22. The Secretary General

  1. Shall be elected by the General Assembly
  2. Shall organize and facilitate activities of the JamiiBora
  3. Shall assist in correspondences of the JamiiBora
  4. Shall be responsible for recording the minutes of the General Assemblies
  5. Shall assist the CEO in performing his duties and functions
  6. Shall perform all the duties of the CEO  in his absence

 

23. The Deputy Secretary General

  1. Shall be elected by the General Assembly
  2. Shall assist the Secretary General in organizing and facilitating activities of the JamiiBora
  3. Shall assist the Secretary General in recording the minutes of the General Assemblies

 

   24. The Legal Secretary

  1. Shall be hired by the Board of Directors and approved by the General Assembly
  2. He/she is the advisor to the CEO and to the Board of Directors on legal matters
  3. Shall prepare all legal documents and agreements as directed by the Board of directors or CEO.
  4. Shall be responsible for ensuring that the activities of the JamiiBora are in compliance with the regulations of the JamiiBora and laws of the country
  5. Shall make representation to Court of law and or tribunal.
  6. Shall be responsible for keeping legal documents and agreements in safe custody.

 

25 Directors of Directorates

  1. Shall be hired by the Board of Directors and approved by the General Assembly
  2. Shall leader the Directorates.
  3. Shall manage the directorate’s staff, assets, annual budget.
  4. Shall lead the planning and implementation; monitoring and evaluation of the directorate activities.
  5. Shall be active in seek for funding sources for the Directorate’s activities.
  6. Make recommendations for hiring and termination of staff.
  7. Shall approve staff work plans.
  8. Shall train, supervise, mentor, support and evaluate work performance of personnel in the directorate.
  9. Shall conduct staff appraisal.
  10. Shall conduct risk management.
  11. Shall oversee compliance of JamiiBora policies rules, regulations and procedures with regards to technical and financial matters.
  12. Shall recommend purchases of equipment and supplies.
  13. Conduct any other duties assigned by the CEO. 

 

26. Structure of JamiiBora

 

Members of JamiiBora are scattered all over the country. For easy co-ordination of the members and activities of the JamiiBora, the structure of JamiBora shall be as follows.

 

        • Head Office
        • Zonal office

 

    1. Headquarter Office

This shall be the main branch of JamiiBora

 

    1. Main office will be headed by the following.

 

      1. Chief Executive Officer
      2. The Secretary General
      3. The Deputy Secretary
      4. The Legal Secretary
      5. The Directors
      6. Members Management team

 

    1.   Responsibility of the Head office.

 

  1. To co-ordination of all members and activities of JamiiBora in the main office and all branches country wide.
  2. To represent JamiiBora at national and International level.
  3. To be the main speaker of all members and branches.
  4. Keep registers of members of JamiiBora in the country.
  5. Approve annual activity plans of all branches.
  6. To approve budgets for activities to be carried out in the branches.
  7. Prepare and publish annual financial report of the JamiiBora.
  8. To collect all annual subscriptions fees of members.

              

  1. Zonal offices

 

Annual General Meeting will be responsible to establish zone offices.

 

    1. Representatives

Shall be under the leadership of Zonal coordinators who are elected by members in the zones and approved by the General Assembly.

        1. Chairperson
        2. Deputy Chairperson
        3. Secretary
        4. Treasure

 

27.2. Responsibility of Zone Office

          1. Keep register of all members in their zones and submit that list to  the head office.
          2. Prepare annual activity plans for their zones.
          3. Responsible for preparing budget required to implement their activities
          4. Sensitize Muslim health professionals in their zones to join JamiiBora.
          5. Arrange meetings and seminars.
          6. Organize and executive charitable activities in their zones or in any other zone.
          7. Solicit funds for charitable activities
          8. Acquire land for development activities of JamiiBora in the name of JamiiBora.
          9. Prepare quarterly zonal financial report and submit to the head office.
          10. Shall conduct at least four management meeting and one or two members meeting annual.
          11. They shall submit minutes of the meeting at the head quarter.

 

PART XIV:  FUNDS OF JAMIIBORA

 

  1. Source of Funds

The funds of the organisation shall consist of

  1. Annual Subscription fees.
  2. Monthly contributions
  3. Grants, gifts, donations and subsidies from institution within or from outside the country.
  4. Income derived from economic services of the organisation.
  5. Loan from financial institution which complies with Sharia.
  6. Reserves, surpluses and accumulated funds generated by the organisation.
  7. Money from sale of fixed assets of the organisation.
  8. Any other miscellaneous funds.

 

30. The funds of the organisation shall be applied only for the furtherance of its states objectives in accordance with these by-laws, running of the JamiiBora, maintenance of such a staff and services as may be necessary for due performance of such objects and such other purpose as prescribed.

 

31.  The organization shall maintain reserve fund.

 

32.    Investment of Fund

32.1   Funds of the JamiiBora which are not required for immediate use shall be invested in risk free areas in such manner as may be decided by the Board and later approved by the General Meeting in accordance with this by laws   and Memorandum and Article of Association.

 

32.2. JamiiBora may solicit for grants or opt to enter into venture capital, however before doing so JamiiBora shall scrutinize and review the appropriateness of the Investors to ensure the credibility of such investor/s and reliability of such investment and seek approval of the Members.

 

33.    Accounts

33.1 The Board shall cause to be kept such books and statements of accounts and other books in relation thereto and of all its undertakings, funds activities and property in such a manner as shall be required from time to time by The Board of Directors, and shall be produced at the request of any person entitled to make such request at the registered office of JamiBora.

 

33.2. The JamiiBora shall prepare its accounts and shall adopt accounting policies in    accordance with IFRS.

 

33.3. The JamiiBora shall open and operate an account in the name of the JamiiBora.  Save for the funds which are immediate needed as a cash flow, all funds of the JamiiBora shall be deposited in the Bank account in accordance with Financial Regulation of the JamiiBora.

 

33.4. There shall be six signatories to the cheques of the JamiiBora, those signatories shall be: Two Directors and Chief Executive Officer. However, the number of signatories may vary depending with the resolution passed by the Board of Director.

 

 

 

34.0. Auditing

34.1. The accounts of the organisation shall be audited at least once in a year. The financial statements must be ready for submission to the Auditors within two months of the closure of the financial year of the organisation.

 

34.2. The JamiiBora at every General Meeting shall appoint qualified auditors to do the audits of the accounts maintained by the JamiiBora. The tenure of the auditors shall be subject to member’s resolutions

 

PART XVFINANCIAL YEAR

35. The financial year of the JamiiBora shall be from the 1st day of April to 31st May of the next year.

 

PART XVI: COMMON SEAL AND EXECUTION

36. The JamiiBora shall have a common seal which shall be in the form of words:- JamiiBora Health Services Network ” inscribed inside then circumference of a circle not more than two inches in diameter. Organisation’ seal is a controlled item and will at all times be under lock and key and in the exclusive custody of organisation’s Chief Executive Officer.

 

37. All deeds, instruments, contracts and other documents formally required to be sealed shall be deemed to be duly executed by and on behalf of organisation if sealed and witnessed by the Chairman or Vice-Chairman or any  other Board of Director, duly authorized by the Board to act in place of or any two of them, but such authorization must be supported by a formal resolution must be supported by a formal resolution of the board. 

 

PART XVII:  AMENDMENT OF THE BYLAW:

39.1. The Board of Directors shall propose amendments and communicate the matter to members. Members present in the General Assembly shall be called to approve the amendments.

 

39.2.  When such rules and regulations have been made the same shall bind all the members, committee members and employed staff as the case may be as if they were to form part of this Bylaw

 

 

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  1. ARTICLE XX:  DISSOLUTION

JamiiBora may be dissolved by a resolution passed to that effect by a two-thirds vote of all members at an extra-ordinary General Meeting called specifically for that purpose.  Where the resolution is passed the General Meeting shall appoint a person or persons to be liquidator(s) and shall make provision for the final adoption of the JamiiBora assets and liabilities.

 

41.    PART XXI:  DISPUTE SETTLEMENTS

41.1. Whether a conflict arises within the JamiiBora, the Board shall be responsible to settle the dispute.

40.2. When the Board fails to handle the dispute, the matter will be referred to the General Assembly. The General Meeting shall establish a Special Committee  to resolve the dispute, the decision of that Committee shall be approved by the AGM and conclusively resolve the matter.