1. SCHEDULE ONE
Preamble
WHEREAS: The Pan-African Catholic Theology and Pastoral Network (PACTPAN) is a community of African scholars and pastoral agents in the Catholic tradition working with their ecumenical and inter-religious partners.
The Members of the Pan- African Catholic Theology and Pastoral Network (PACTAN) acknowledge, profess and affirm their faith in God and the beliefs, practices and teaching of the Catholic Church.
The Network is aware of the changing context of faith and the challenges and opportunities of living that faith in pluralistic societies in Africa and the world today. It appreciates the role that African Catholicism plays as a salt and light to Africa and the world as the family of God at the service of God’s kingdom.  
The Pan-African Catholic Theology and Pastoral Network recognize the need to remain steadfast in the doctrines of the church and the message of the Gospel and fidelity to the practices and priorities of the Lord Jesus.
The members of the Pan-African Catholic Theology and Pastoral Network (PACTPAN) in resolving to work together to achieve the vision and mission of the Network do hereby enact and adopt this Constitution.

CITATION
This Constitution shall be cited as “THE PAN-AFRICAN CATHOLIC THEOLOGY AND PASTORAL NETWORK CONSTITUTION hereinafter referred to as “THE CONSTITUTION”

CHARACTER
PACTPAN serves as a permanent agency for inter-disciplinary, multi-disciplinary, and trans-disciplinary research for African Catholic scholars, pastoral leaders, Church frontline and grassroots workers in cities and villages in Africa. PACTPAN undertakes on-going online academic conversations and formation; unit-based focused and theme centered research and a biannual Pan-African Catholic Congress on current issues in the Church focusing on the living, breathing realities of lived Catholicism and the daily triumph and struggles of God’s people in Africa.
Definition of Terms
PACTPAN– The Pan-African Catholic Theology and Pastoral Network
NETWORK– The Pan-African Catholic Theology and Pastoral Network
2. SCHEDULE TWO
Objectives of the Network
i. To undertake academic conversations and formations through unit-based, theme centered research and a biannual Pan-African Catholic Congress on the current issues in the Church focusing on the struggles of God’s people in Africa.

ii. To act as an agency for publication of works by African scholars, mentoring and dissemination of research and for amplifying the voices of African Catholics, especially women and the poor, through multiple channels and platforms both locally and internationally.

iii. To foster collaboration among African Catholic scholars working in Africa and other continents.

iv. To support the work of African Catholic scholars teaching in under-resourced institutions in Africa.

v. To encourage interdisciplinary, cross-disciplinary, and trans-disciplinary work among Catholic scholars studying African Catholicism

vi. To produce written resources, both in print and online serving both the scholarly community and the pastoral needs of the Catholic Church in Africa;

vii. To ensure the continuity of African scholarship through the mentoring of the next generation of African Catholic scholars.

3. SCHEDULE THREE
 Membership
Membership is open to all African Catholics Scholars and Pastoral Agents in and outside Africa who accept the mission and vision of PACTPAN.
• Acquisition of Membership
There are three types of membership: Ordinary membership, Associate Membership and Titular Membership.
i. Ordinary Membership is open to Catholic faithful, whether clerics, religious or lay people.
ii. Associate Membership: is open to Catholic Scholars who are interested in the activities and spirit of PACTPAN, and available for specific activities
iii. Both types of members shall submit their particular interests for PACTPAN, in terms of commitment, indicate their area of service as well as their availabilities. From this commitment the person is enrolled to membership with the obligations and rights of members in accordance with the Constitution.
iv. Titular Membership shall be accorded to any Catholic Bishop from Africa, and to any other person presented by the Core Leadership for approval by the Governing body.
o Loss of Membership
Membership is lost by:
i. Formal withdrawal from the Network, made known in writing to the Network through the Coordinating Servant.
ii. Failure to commitments without significant justifications.
iii. Failure to conform to the norms of the Network as contained in the Constitution or of any agreement recorded in the minutes of Meetings.
iv. Indulging in any act that can tarnish the image of the Network.
v. Death of the member.
In the instances as from (b) to (d) above, an interpellation is first issued by the Governing Body, in persistence a formal written expulsion, decided by a majority of members present at PACTPAN Assembly.  

Lost membership can be regained through application to the Core Leadership through the Coordination servant, with a promise to abide by the Network’s constitution and a renewal of interests and commitment to PACTPAN.

4.SCHEDULE FOUR
Network Leadership, Management and Governance
 The Network shall have four levels of governance
i. Board of Trustees
ii. Executive Board
iii. Core Leadership Team
iv. PACTPAN Assembly
Composition, Term of Office and Duties
• Board of Trustees:
i. Shall be made up of influential church leaders in Africa and outside Africa appointed by the core leadership team based on the recommendations of members of PACTPAN and current members of the Board of Trustees.

ii. It shall constitute not more than 12 members, and not less than 7 members (three bishops, three priests, three female religious, three lay Catholics, and the coordinating servant, and the two assistant coordinating servants as ex-officio as non- voting members.

iii. The membership of the Board of Trustees shall serve for a period of five years which shall be renewed based on satisfactory performance.

iv. To be a member of the Board of Trustees one must:
a. Possess exemplary leadership in the pastoral field or in the academic field or in public service;
b. Must demonstrate commitment towards the vision and mission of PACTPAN;
c. Must be devoted to transforming Africa through the committed service for the emergence of a vital church in Africa  
v. The functions of the Board of Trustees shall be limited to
a. Serve as advisors to the core leadership on fidelity to the vision and mission of PACTPAN.
b. Play an oversight function on the work of the leadership of PACTPAN
c. Help to advance the mission of PACTPAN in the local churches and in the World Church.
vi. The decision of the Board shall be binding on the Board if it is decided by 2/3 of the majority.
vii. The term of service of the Board of trustees shall terminate if
a. The term of service comes to an end
b. A serving member gives notice of one month
c. In an event a member misses two consecutive meetings without valid reasons
d. In case of death or any form of legal incapacitation
• The Executive Board
i. Shall constitute the governance unit in charge of the daily operation of the Network.
ii. The board shall be made up of Coordinating Servant (who chairs the meeting); the two Assistant Coordinating servants (Administrative and Programs), the Director of Programs; and the financial officer/fundraiser; the administrative officer, and the two executive officers (one of whom will be the secretary of the board, and the other will be supporting the fund-raising effort of PACTPAN), and head of media and communication.

iii. Membership of the Executive board will be determined by the core leadership. The Coordinating Servant nominates candidates for different positions in the Executive Board after consultation with the board of trustees and will submit a written nomination to core leadership for deliberation and final decision. 
iv. The Board has no legislative role save for
a. Implementing the decisions of the core leadership
b. Preparing for meetings of the core leadership
c. Day to day administration of the activities and mission of the network.
• The Core leadership team
i. The team will be responsible for the proper and professional functioning of the Network.
ii. The core leadership is made up of five leaders of each research units and the local organizing committee of the Pan-African Catholic Congress.
iii. The core leadership team shall meet six times a year. The first meeting for the year must be in January, and the last meeting for the year must be in December. It may meet at any other time on need to need basis as may be decided by the executive council.
iv. The first and last meetings for the year must be presided over by the coordinating servant or the assistant coordinating servant. The rest of the meetings of the year will be presided over by other members of the core leadership team appointed for that purpose by the Executive Board.
v. The functions of the Core leadership team shall include:
a. Developing programs, rules, measures, and quality control to help the Network to realize its vision, mission, and goals.  
b. It shall be the central organizing and governing board of the Network and will be the principal decision making organ for and on behalf of the Network. This shall discharge this mandate in collaboration with the Network’s assembly.
c. It shall be responsible for approving the research projects of any research unit, review proposals for grants, partnerships, contracts and any such programs that may be carried out in the name of the Network.
d. It will monitor the execution of all projects and programs for and on behalf of the Network. In so doing, it will undertake an annual evaluation of the governance of the Network.
e. It may recommend the removal of any such member on account of grave violation of the Constitution of the Network.
f. It must conduct an independent internal audit of the Network yearly
g. May recommend a member to the research unit team
vi. Decisions are to be reached through consensus at all times. The African palaver must govern the deliberations of the core leadership team. Any matter that is put to a vote will be decided by a 2/3 majority.
vii. Every member of the team shall serve a five-year term which shall be renewed based on satisfactory performance.
viii. One ceases to be a member or may be removed from this team on account of
a. Conflict of interest,
b. Failure to attend up to three meetings in a year without a just cause
c. Serious moral violation or scandalous behaviours that undermine the mission and vision of the Network
d. Teachings or writing that contradict the beliefs and practices of the Catholic Church and scandalize the people of God;
e. Disobedience and contumacy to constituted authorities of the Network or our Mother Church.
f. Ceases to be a member of the Network
• PACTPAN Assembly
i. The assembly shall constitute all the registered members of the Network and the governance team. The Assembly will be an open forum for accountability and shall be held four times a year. It reserves the right to endorse or reject any recommendations by the members of the Network.
ii. Decisions at the assembly to be arrived at through a consensus or supported by 2/3 of the members present.
5. SCHEDULE FIVE
Elections, Finances and Meetings
• Elections
i. Elections for respective governance structure shall be held as per schedule three of this Constitution.
ii. The elections shall be by a majority vote who shall decide on the mode of voting.
iii. Only members of the Network shall be eligible for any elective office.
iv. Only members of the Network who are present as at the time of voting can vote.
v. An official and/ or member of a respective office is deemed to be elected if he or she secures a simple majority of all the valid votes cast.
• Finances and Audits
i. The Network must at all times maintain transparency and accountability. To achieve the foregoing project heads must be in charge of a project all through.
ii. The Network will raise money through fundraising, membership fees and dues, sale of networks products through its multiple channels, donations from churches , church entities and other legitimate agencies who support the mission of the network.
iii. The Network may receive contributions from donor agencies and institutions in Africa and worldwide. However, it shall not receive donations from organizations whose policies and practices contradict Catholic doctrine or harm African agency and the environment.
iv. Any donations received for and on behalf of the Network shall be deposited in the Network’s account held in those accounts opened in the name of the network in Africa and outside Africa…. To be used for the benefit of the Network’s activities.
v. All the Network’s funded project must have two co-leaders at all times, and a team of five to provide support and oversight
vi. All application for funds to external entities must be done by the coordinating servant or another executive board member designated to act on behalf of the Network. All projects will have two co-directors and all applications for projects must be done by the coordinating servant or his designee with a second co-applicant.
vii. There shall be an Executive Board headed by a coordinating servant who will prepare an annual budget for the Network on or before November of every preceding year. The budget can only be reviewed under extreme necessity approved by the Core Leadership Team.
viii. Administrative cost is kept to a 5% expense to revenues generated. 
ix. An independent auditor shall be appointed by the core leadership team. All the Network’s accounts, records and documents shall be opened to the inspection of the auditors at any time. The finance officer shall produce an account of receipts, payments and a statement of assets and liabilities made up to 31st December, of the respective year.
x. The auditors shall examine such annual accounts and statements and either clarify that they are correct, duly vouched and in accordance with the law or report to the Network as and when they are found to be incorrect, untouched or not in accordance with the law.
xi. A copy of the auditor’s report on the accounts and statements together with such accounts and statements shall be furnished to all members at all times.
xii. No auditors shall be an office bearer or a member of the units of the network.
• Assemblies
i. The Assembly of the Network occurs
a. The assembly of the Network shall be held in every quarter of each year.
b. This meeting will include reports on the affairs of the Network, transactions and any other such business as the governance team shall determine to be brought before the members, including but not limited to affirmation of the appointments made by the Network.
ii. Special Assembly
a. This meeting may be called at any time by the governance team or the majority of the members of the Network.  
iii. Notice of Meetings
a. Notice of all regular or special meetings shall be published in the regular network bulletin and announced in the respective media handles with majority following.  
iv. Quorum
a. The members present shall constitute a quorum for the transaction of business at all regular or special assembly of the members.
6. SCHEDULE SIX
• Amendments and interpretation to the Constitutions
i. This Constitution shall enjoy its supremacy. Proposed amendments of this Constitution may be proposed by a popular initiative supported by an affirmative vote of the two-thirds majority of the members present at any of the assemblies of the Network.
ii. Any proposed amendments must be in tandem with the doctrines, rules, beliefs and general practices of the Catholic church. Any proposed amendments to the contrary shall be voided.
iii. This Constitution shall be interpreted in a manner that promotes the values, doctrines, beliefs and general practices of the Catholic Church.
iv. It shall be construed to promote and advance human rights, human dignity and spiritual governance.  
7. SCHEDULE SEVEN
• Appendixes
Appendix 1: Election of the Coordinating Servant
i. There shall be an office of the Coordinating whom shall be the principal staff of the Network elected by the General Assembly through a formal election process conducted by the election committee. The core leadership team will appoint an election committee to conduct the election. No member of the core leadership team will serve on this election committee.
ii. The qualification for the coordinating servant is the same as required of the Board of Advisory, and core leadership team. In addition, the person to assume this position must be a very respected scholar and church leader who is able to serve the mission of Network.
iii. The role of the Coordinating servant is:
a. To serve the vision and mission of the network, and to ensure that the core leadership team is meeting its mandate in a professional, credible, and effective manner.
b. He/ she will be the principal convener of the Pan-African Catholic Congress on Theology, Society, and Pastoral Life.

iv. He/She presides at the meeting of the Executive Board.

v. He/She nominates members to serve on the Executive Board from the core leadership members.
vi. The founding coordinator will hold this position for the first ten years, and must pass on the baton on or before 2029 and remain in the core leadership team in an advisory capacity. The position of the coordinating servant will be reviewed at the end of every Congress. Subsequent coordinating servants will serve for a first term of 5 years, and a second term of 3 years.
vii. The coordinating servant can be removed from office by a decision of the core leadership team, approved by both the Network Assembly and the Board of Trustees for causes indicated in schedule two on removal of the core leadership team.
viii. In the event of the resignation, termination or end of the service of the coordinating servant, the two assistant coordinating servants will run the organization for three months within which an election of the new coordinating servant must be carried out.

Appendix II: Duties of the Principal Staff: Director of Programs, Administrative Office, and Financial Officer.
• Director of Programs:
i. He or she must be a self-motivated person with a good educational background and experience in running a charitable organization. The Director of Programs shall have the following functions:  
a. Is responsible for the day to day running of the organization.
b. Reports to the Coordinating Servant
c. Sustains public interests on the activities of Network
d. Receives and recommends projects, partnerships to the board
e. Works with our local and international partners to ensure the adequacy of the initiatives and the necessity of each project
f. Monitors all the programs of Network and maintains a risk register for each project/program
g. Acts as liaison between Network and the board of trustees, Network volunteers, research units, LOC for the Congress, consultants and local and international partners.
h. Works with the treasurer, in keeping and updating the list of current and previous donors to Network and guests at Network events.
• Treasurer/Fundraising
i. The functions shall be limited to
a. Financial management of Network
b. Financial record keeping
c. Responsible for transfer of approved donations to all projects and keeps record of all such transfers and notifies the core leadership team of such transfers;
d. Responsible for financial management of fund-raising activities.
e. Keeping a record of the list and contact of all Network former and current donors
f. Preparing the annual budget and end of year financial report and the biannual audit.
• Executive Secretary
i. Must be a person of outstanding qualities in record keeping and communication. The Secretary has the following functions:
a. Keep and preserve the minutes of all board meetings for inspection;
b. Maintain the correspondence of Network;
c. Circulate the minutes to all board members not later than a month before the next meeting;
d. Custodian of the archives of Network;
e. Prepare the agenda for meeting of the Executive Board, the Core Leadership, and the Assembly;
• Assistant Coordinating Servants (Administrative and Programs).
i. Both will have the same qualifications as the Coordinating servant and are appointed upon the recommendation of the Coordinating Servant by the core leadership team.
ii. The Assistant coordinating servant for administration works closely with the administrative officer who reports to him or her; while the assistant coordinating servants for programs works with the Director of Programs who reports to him or her. Both forms of reporting will be determined every year by the coordinating servant.
• Executive officers (administrative and programs):
i. Both are appointed by the coordinating servant and will be assigned responsibilities based on the needs of Network. Both will help in secretarial work and in fund raising and other responsibilities determined by the executive board with the approval of the core leadership team.
• Appendix III: Operating Documents

The Network shall have the following documents which shall not be contrary to the Constitution.
(a) Memorandum of Understanding; (b) GAAP document to be signed by all who implement any project for Network (c) Protecting our Children document: (d) Prevention of Sexual Misconduct document; (e) Membership code of Conduct; (f) Oath of office document; (g) Network daily prayer.