Global Health Activism Network Constitution

Article V

Council Of Leaders
Section 1.
The Council of Leaders shall be responsible for the management and control of the affairs and property of the Network. The purpose of the Council shall be:

  • to ensure that the GHAN's policy achieves its mission and goals;
  • to set policy and identify long-term and short-term goals to be implemented by the CEO/President and staff;
  • to ensure the necessary financial resources and leadership to support the organization; and
  • to develop future Council Leadership.

Section 2.
The membership of the Council of Leaders shall be a minimum of nine. It shall include the CEO/President as an ex-officio member.

Section 3.
All Leaders of the Council shall be elected by the membership of the Network from a slate of candidates selected by the Nominating Committee and endorsed for consideration by the GHA’s or by write-in votes of the Network membership. Any individual elected to the Council will take office immediately after election to the Council and each shall continue in office until his/her successor is elected or qualified.

Section 4.

The presence of at least one-half of the Leaders shall constitute a quorum at any meeting of the Council.

Section 5.
Each leader shall have one vote, and a majority of those present and voting shall be necessary for the exercise of the power of the Council.

Section 6.
Upon a leader's death, resignation, loss of qualifying office, or inability to serve for any other reason, the un-expired portion of the leader's term shall be filled by the Council.

Section 7.
The Council shall meet at least once monthly, at such place and at such time as the Council may select. At these meetings, the officers of the GHAN shall be elected in accordance with the provision of these by-laws; any other business or affairs of the Network which may come before the meeting with or without prior notice may be considered and acted upon.

Section 8.
Special meetings of the Council may be held provided written notice is served by mail, including both facsimile and electronic mail with confirmation of receipt, at least three days in advance by the Chair of the Council or by any two members of the Council. The written notice shall state the date, time and place of the meeting. Actions taken by the Council at any special meeting shall have the same force and effect as actions taken at the normally convened meetings.

Section 9.
Written notice of the annual meetings of the Council shall be served in person or by mail, including both facsimile or electronic mail with confirmation of receipt, not less than fifteen days before the meeting, to all members except those waiving the right to such notice.

Section 10.
Any action required or permitted under these by-laws and the laws of Malaysia to be taken at the regular or special meeting of the Council may be taken at a meeting of a quorum of members arranged by telephonic communication at least two days in advance of the date of the telephonic communication. Minutes of such telephonic meetings shall be filed with the minutes of the Council meetings and shall have the same force and effect as an affirmative vote of the Council meeting in person.

Section 13.
Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Council of Leaders may be taken without a meeting if all members of the Council consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Council.

Section 14.
Each Leader must attend a minimum of six meetings per year. If a leader fails to meet this minimum, his or her office will become vacant for the remainder of the term. At the discretion of the Council, application of this rule may be waived due to extenuating circumstances. A meeting by telephonic communication shall not substitute, however, for these attendance requirements.



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