Humble Governance
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By-laws
June 2022
§ 1. Name and domicile
The official name of the Organization shall be Humble Smile Foundation. The Organization is
domiciled in Stockholm, Sweden. Registered as a charity No. 802500-7785.
§ 2. Purpose
The purpose of the Organization is to promote health and wellness related services to people in
vulnerable areas by non-profit work.
§ 2.1 Vision
Healthy people in healthy communities on a healthy planet.
§ 2.2 Mission
To promote healthy living in sustainable social and ecological environments.
§ 3. Activities
The organization’s activities are:
(i) Projects based on 4 smile lines (pillars):
– Prevention: Design, and implementation of innovative, dedicated and sustainable
preventive health initiatives.
– Development: Support for global and local partners in their missions by providing
professional guidance, training, resources, and in-kind products of eco-friendly health
and hygiene supplies.
– Research: Contribution to global data and best practices by assessing community
needs, designing evidence-based interventions, monitoring & evaluating impact, and
sharing models and outcomes for advocacy for improved communal policies and
structures.
– Leadership: Sharing knowledge and learning with professionals to enable them to
address inequities and captain local organization, ownership and responsibility for the
healthy development and ecology of the community.
(ii) Relations
– Collaboration with NGOs, professional/ student associations, and universities on the
projects.
– Engagement of corporations/ brands for mutually beneficial partnerships/ fundraising.
– Provision of up-to-date communications and content for stakeholders’ use.
§ 4. Principles
The operations are guided by, but not limited to, the following principles:
(i) Humility
– cultural sensitivity and respect for all involved
– working with communities to define needs and activities
– mutual partnerships with bi-directional learning- political, religious, and professional
independence
– responsibility for humanity and the environment
(ii) Equity
– responsibility to share scientific evidence-based know-how and innovation for the benefit of
underprivileged communities.
– encouragement of local leadership and stewardship to address inequities- inclusivity
regardless of gender, age, ethnicity, or religion- targeting those most in need globally.
– focus on prevention of Non-Communicable Diseases to maximize reach, enhance well-being
and change lives physically, developmentally, psychologically, socially, and environmentally.
(iii) Accountability
– compliance with applicable laws, ethical standards, and codes of conduct
– accountability for actions
– transparency in reporting
(iv) Sustainability
– implementation of realistic behavioural and dietary interventions
– community-lead development to increase autonomy of underrepresented communities
– addressing upstream and environmental factors that create inequities
– promotion of ecological products
– continual fundraising based on Corporate Social Responsibility model
§ 5. Membership
Membership in the association is open and voluntary. A member shall work for and promote the
organization’s purposes as per § 2. A membership can be active or sustaining. Any member may
resign by filing a written resignation. The membership fee (if any) will be established by the Board
Executive Committee at the annual meeting and shall be paid by the members.
§ 6. The Board Executive Committee shall consist of the President, Secretary, Treasurer and Alternate. In the event that a Board member cannot complete his or her term of office, an Alternate shall take office until the next annual meeting.
§ 7. Duties of the Board Executive Committee
The Board Executive Committee (‘Board’) represents the organization and governs it by establishing policies and objectives. The Board executes decisions made at the annual meeting, conducts economic matters and reports the annual financial statement.
The Board is tasked with the administration of funds received from sponsors in accordance with the
Purposes, Activities and Principles outlined in sections §2, §3, §4.
Specifically the duties and power of the Executive Committee shall include, but not be limited to:
A. Establishing and reviewing board policies governing the Organization and its operations;
B. Ensuring adequate resources for operation of the Organization; helping to identify, cultivate, solicit, and acknowledge donors.
C. Establishing and supervising adequate accounting and financial procedures; and
D. Promoting the goals and purposes of the Organization and evaluating the Organization
against such goals and purposes.
At the same time, this work must respect the sponsors’ interests. The Board has no involvement in, or responsibility for, the fulfilment of sponsors’ obligations or commitments.
The Board meets when the President finds it necessary or if two Board members demand it. Issues can be brought directly to the Board Executive Committee, as Recommendations or Noting Items by email, at the President’s discretion.
Decisions can be made when 1/2 or more of the Board members are present. Decisions are made by simple majority. In the event of a tie, the President shall have the casting vote while crucial elections shall be determined by lots.
The President and/or a chosen Board member holds authority to sign for the association.
§ 8. Sustainable Steering Committee (SSC)
The SSC aligns and directs the Organization’s sponsors’ Sustainability decisions, (without intervening in internal management or operations). The SSC is tasked with: identification of global health issues that threaten people and the environment; identification of opportunities for the Organization to intervene and impact, and; steering the Organization accordingly.
The Board can appoint an unlimited number of members to form the SSC, comprising of Organization members or members of partner organizations and sponsors.
Governance decisions will be made in the SSC through majority voting and then submitted as recommendations to the ExCom for approval.
§ 9. Advisory Committee
The Board Advisory Committee represents the Organization and advises on a variety of subjects, including, but not limited to policies, strategies, financials, funds, and partnerships in accordance with the Purposes, Activities and Principles outlined in sections §2, §3, and §4.
The Board can appoint an unlimited number of members to form an Advisory Committee, comprising experts in various disciplines or members of partner organizations.
Advisory Committee members have no voting rights on the Board Executive Committee.
§ 10. Accountings
Both business and fiscal year shall be registered by the year of the calendar, January 1 toDecember 31. The finances of the board shall be handed over to a chosen accountant by no later than January 31st every year. The accountant shall report the finances no later than March 31st. The
external annual narrative report shall be finalized and approved by the Executive Board Committee by June 30th.
§ 11. Auditors
The accounts of the organization shall be reviewed annually by one auditor chosen at the annual meeting that is authorized by The Swedish Supervisory Board of Public Accountants. The accounts shall be shared with the chosen auditor no later than April 15th. The review shall be submitted with the Organization by the auditor by May 31st each year. The audit’s report shall be approved and signed off by the board within 30 days.
§ 12. Annual meeting
The general annual meetings of the Board Executive Committee shall be held between November 1st and January 31st each year at a place designated by the Board. All members shall be notified in writing at least one month before the meeting takes place.
The business of the Annual Meeting shall include:
1. Election of Chairperson and Secretary of the Meeting
2. Setting the voting list
3. Names of the meeting participants and absentees
4. Confirming that the meeting has been called correctly
5. Setting the agenda
6. The presentation of the Organization’s work of the past year
7. The presentation of the Organization’s plans for the forthcoming year
8. Approval of the budget for the next year.
9. Establishing membership dues for the forthcoming year
10. Election of the Board members for the forthcoming year
11. Election of Auditor and determination of remuneration of Auditor
12. Consideration of proposals and motions received in due time
13. Other business
Decisions regarding queries of greater economic concern for the organization or the Members
cannot be granted at the meeting unless stated in the call.
§ 13. Special general meeting
Special Meetings may be called by the Board, the Auditor or upon written request by 2/4 of the Board Executive Committee’s members. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the Special Meeting. Members shall be notified not less than ten days in advance of any Special Meeting.
§ 14. Voting
At the annual meeting each Board Executive Committee’s member is entitled to one vote. The right to vote is personal and proxy voting is not permitted.
§ 15. Decision, votes and quorum
Decisions by the Board Executive Committee are made by acclamation or, if requested, by voting. Each vote is personal and cannot be exercised by proxy.
Voting shall be open except for elections that if requested, shall be by secret ballot. All decisions will be made by a simple majority of the eligible votes cast unless these bylaws state differently. In case of a tied vote, the Chairperson’s vote is decisive. Elections shall be determined by lots.
§ 16. Amendments to bylaws
These bylaws may be amended upon the affirmative vote of at least 3/4 of the voters at any regular meeting. The Board as well as members may propose amendments.
§ 17. Resignation
A member may resign at any time by giving written notice to the Board. The resignation is effective when the notice is delivered. There will be no refunds of the annual fee.
§ 18. Suspension of membership
Suspension of membership can only be determined when a member is not paying the membership fees, has seriously damaged the organization or worked against its aims. The suspension cannot be executed until the member has been notified of the circumstances causing the membership to be questioned. The member must be given an opportunity to express oneself within a time limit set by the Board but no less than 7 days.
Exclusion of membership is determined by the Board and the member shall be informed of the decision together with the reason(s) for the suspension within 7 days after it has been decided upon.
Removal from the Executive SSC or Advisory Committee may take place when a board member shows disfunction, meaning
– Not being actively involved with its duties and/or available for the Organization, as set out in § 7 and § 8; and/or
– Not showing up in a meeting without prior notice 24 hours before the start of the meeting,unless in cases of emergency, such as sudden death and
disease of the board member or of his/her close relatives or friends.
– As outlined in the SSC Governance Principles.
§ 19. Dissolution
The Organization may be dissolved by a unanimous (4/4) vote of the Board Executive Committee members at a meeting. In the event of a dissolution, the assets of the association shall be donated to charitable purposes.
The undersigned, the President, Secretary, Treasurer, and Alternate of Humble Smile Foundation, hereby approve the Bylaws of the Organization.
