CONSTITUTION

November 2013

Subject to Approval of the Registrar of Companies Sri Lanka

TABLE OF CONTENTS
CONSTITUTION OF THE NATIONAL FOUNDATION FOR OPEN SOURCE HEALTH SOFTWARE OF SRI LANKA [NFOSHS-SL] ..................................................................................................................................................................................... 4 PREAMBLE .................................................................................................................................................................................... 4 1. OBJECTIVES AND DECLARATION........................................................................................................................................... 4 1.1 The objectives of the Foundation .................................................................................................................................. 4 1.2 In pursuit of the achievement of those objectives ..................................................................................................... 4 1.3 The Foundation ................................................................................................................................................................ 4 2 MEMBERSHIP OF THE FOUNDATION .................................................................................................................................... 5 2.1 Members ........................................................................................................................................................................... 5 2.2 Classes and Eligibility of Membership .......................................................................................................................... 5 2.3 Admission to Membership ............................................................................................................................................. 6 2.4 Names to be entered in the Register............................................................................................................................ 6 3 CESSATION OF MEMBERSHIP................................................................................................................................................. 6 3.1 Automatic termination of Membership ....................................................................................................................... 6 3.2 Termination of Membership by resolution .................................................................................................................. 7 3.2.1 Subject to this Constitution, the NFOSHS-SL may at any time terminate the Membership of a Member, if the Member: ........................................................................................................................................................................... 7 3.3 Name to be removed from Register ............................................................................................................................. 7 3.4 Continuing obligations.................................................................................................................................................... 7 4 GENERAL MEETINGS OF THE FO UNDATION ........................................................................................................................ 7 Meetings of all Members shall be General Meetings (GM) and such meetings shall be called every six months. Date for next general meeting shall be decided in the p receding meeting. ................................................................ 7 4.1 Annual General Meeting (AGM) of the Foundation .................................................................................................. 7 4.2 Special General Meetings............................................................................................................................................... 7 5 PROCEDURES AT A GENERAL MEETING................................................................................................................................ 8 5.1 Meetings of the National Foundation for Open Source Health Software of Sri Lanka (NFOSHS -SL) ................ 8 5.1.1 The NFOSHS-SL may meet for the transaction of proceedings and adjourn and otherwise regulate its meetings as it thinks fit; ........................................................................................................................................................ 8 5.1.2 The Secretary must convene a meeting of the NFOSHS-SL on the requisition of the Chairperson or any two Members.......................................................................................................................................................................... 8 5.2 Notice of National Foundation for Open Source Health Software of Sri Lanka (NFOSHS -SL) meetings........... 8 5.3 Annual General Meeting (AGM) pro ceedings ............................................................................................................. 9 5.4 Adjournment of meetings .............................................................................................................................................. 9 5.5 Adopting a resolution...................................................................................................................................................... 9 Consensus is preferred in adopting a resolution. If consensus is not achievable, a voting or balloting shall be conducted subject to the Clause 5.6, and following procedures of the Clauses 5.8, 5.9 and 5.10 of this Constitution. ............................................................................................................................................................................ 9 5.6 Quorum.............................................................................................................................................................................. 9 5.7 Chairperson ....................................................................................................................................................................... 9 5.8 Voting ..............................................................................................................................................................................10 5.9 Ballot ................................................................................................................................................................................10 5.10 Proxies ...........................................................................................................................................................................10 6 WORKING ARRANGEMENT...................................................................................................................................................11

6.1 National eHealth Steering Committee (NeHSC), National Foundation for Open Source Health Software of Sri Lanka (NFOSHS-SL) and Product Managemen t Committees (PMCS) ....................................................................11 6.2 Power to delegate .........................................................................................................................................................11 6.3 Regulations .....................................................................................................................................................................11 6.4 Representations by the Foundation ...........................................................................................................................11 7 COMPOSITION AND RESPO NSIBILITIES ..............................................................................................................................12 7.1 Composition ....................................................................................................................................................................12 7.2 Term of office of the Chairperson and other Members ..........................................................................................14 7.3 Secretary to the Foundation ........................................................................................................................................14 7.4 Working Committee ......................................................................................................................................................16 8 NOTICES ...................................................................................................................................................................................16 8.1 Means of giving notices ...............................................................................................................................................16 8.2 Address for service.........................................................................................................................................................16 8.3 Notification of change of address ...............................................................................................................................17 8.4 Time no tices are effective ............................................................................................................................................17 8.5 Proof of giving notices ..................................................................................................................................................17 9 COMMITTEES UNDER NFOSHS-SL .......................................................................................................................................18 9.1 Committees to evaluate FOSS .....................................................................................................................................18 9.1.1 The NFOSHS-SL shall from time to time form ad-hoc temporary committees of competent Members of NFOSHS-SL to evaluate available free and open source health software (FOSS). Such committees shall dissolve automatically upon completion of the task;....................................................................................................................18 9.2 Project Management Co mmittees (PMCs) ................................................................................................................18 9.3 Operation of PMC ..........................................................................................................................................................18 9.4 Chairperson of a PMC ...................................................................................................................................................19 9.5 PMC Co-Chair..................................................................................................................................................................19 10 GENERAL CLAUSES...............................................................................................................................................................19 10.1 Winding up ...................................................................................................................................................................19 10.2 Interpretation ...............................................................................................................................................................20 10.3 Definitions.....................................................................................................................................................................20 10.4 Transitional Provision .................................................................................................................................................21

CONSTITUTION OF THE NATIONAL FOUNDATION FOR OPEN SOURCE HEALTH SOFTWARE OF SRI LANKA [NFOSHS-SL]
PREAMBLE
Several factors determine the ever increasing demand for healthcare delivery. Resources required to deliver better healthcare to population are limited in Sri Lanka similar to other developing countries. Therefore, it is a timely and appropriate need to utilise these limited resources to improve efficiency of healthcare services. ICT is in an indispensable commodity in achieving efficiency, equitability,highquality and cost-effectiveness in healthcare service delivery in the modern societies. Software is an integral and indispensable component of ICT and is invariably costly. Reliable OpenSource Health Software is free and abundant. Hence, Sri Lanka can also adopt suitable Free and Open Source Health Software solutions. In order to achieve this objective, the Ministry of health (MoH) in collaboration with the Information and Communication Technology Agency (ICTA) of Sri Lanka through a series of deliberations, has decided to set up a foundation. This is named the National Foundation for Open Source Health Software of Sri Lanka (NFOSHS-SL) and is aimed at promoting, and facilitating free and open source software (FOSS) in healthcare solutions for adoption of the Ministry of health (MoH) in Sri Lanka.

1. OBJECTIVES AND DECLARATION

1.1 The objectives of the Foundation are, to:
1.1.1 maintain a complete and up-to-date list of applicable open source health software solutions; 1.1.2 promote open source software solutions in health sector; 1.1.3 evaluate appropriate open source health software solutions on request from NeHSC andprovide recommendations or make recommendations without request whenever necessary; 1.1.4 ensure quality of adopted open source software solutions in health sector and make sure such solutions are in compliance with National eHealth Standards and Guidelines; and 1.1.5 provide technical support to NeHSC wherever necessary in adopting recommended open source software solutions.

1.2 In pursuit of the achievement of those objectives, the Foundation shall have all
powers and functions necessary or desirable to the maximum extent permitted by Law.

1.3 The Foundation being a voluntary not-for-profit organisation as defined under the Voluntary
Social Service Organisation (Registration and Supervision) Act, shall take steps to register under the said Act after incorporation:

1.3.1 The Foundation shall function as a not-for-profit organization whereas no funds involved in transaction of its activities; 1.3.2 The Foundation shall not support with its funds, if any at all, or otherwise any objective of a partisan nature; 1.3.3 The Foundation shall deal with or invest in any property devolving upon it from a trust solely ina manner allowed by the terms of the trust and the relevant provisions of the Law, havi ng regard to such trusts; 1.3.4 The Foundation shall not support with its funds, if any at all, any objective or endeavourtoimpose on its Members or others any regulation, restriction or condition which if an objective of the Foundation would make it a trade union; 1.3.5 The Foundation shall not sell, mortgage, charge or lease any immovable property, if any, which it may hold without the written consent of the Registrar and without such authority, consent or approval as may otherwise be required by Law and as regard such property the Foundation shall be chargeable for any such property that may come into the hands of the Foundation and shall be answerable and accountable for its own acts, receipts, neglects and defaultsand for the due administration of such property in the same manner and to the same extent as such the Foundation would have been if no incorporation had been effected 1.3.6 The Foundation shall apply the income and property, if any at all, when so ever derived solely towards the promotion of the objectives of the Foundation as set forth in these Articles of Association, and no portion thereof shall be paid to or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Members of the Foundation; 1.3.7 Provided that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or servant of the Foundation, if applicable, in return for any services actually rendered to the Foundation, but so that no Member of the Foundationshall be appointed to the salaried office except repayment of out of pocket expenses.

2 MEMBERSHIP OF THE FOUNDATION

2.1 Members
The Foundation shall consist of such persons as are admitted as Members under this Constitution and such persons as are admitted as Members of any sub-Committee or Project management Committee (PMC) in accordance with any relevant Clauses.

2.2 Classes and Eligibility of Membership

2.2.1 Membership of the Foundation shall consist of Medical Professionals employed by Ministry of Health and Private Hospitals, Medical Professionals employed by Government or Private Academic Institutions, Members of Professional Medical Associations, ICT Professionals

employed by the Government or Private Institutions, and such other classes as specified in any Clauses for that purpose with such rights and privileges as set out in those Clauses; 2.2.2 Except in the case of other classes as specified in any Clauses for that purpose, no person shall be eligible to be a Member of the Foundation unless at the time of admission as a Member; 2.2.3 He or she is a registered Medical Professional of the Government of Sri Lanka or of another Entity acceptable to the NeHSC for the purpose of this clause; or 2.2.4 He or she holds an ICT qualification regarded as satisfactory to the NeHSC.

2.3 Admission to Membership

2.3.1 The NeHSC may recommend admission of an eligible and qualified person to be a Member ofthe Foundation, in addition to the Members admitted by the NFOSHS-SL on following two categories of Membership subject to Clause 7 of this Constitution: 2.3.1.1 Ex-officio Members: Members shall be admitted to the Foundation by virtue of holding their post or office subject to Clause 3 of this Constitution; and 2.3.1.2 Members in person: The NFOSHS-SL shall admit two persons as Members from amongst renowned distinguished personnel of the Medical and ICT professions or other eminent personnel as such the NFOSHS-SL resolves fit, irrespective of their status of Membership to a Medical and ICT professional body subject to Clause 3 of this Constitution.

2.4 Names to be entered in the Register

The Secretary shall enter the name of any person admitted to Membership of the Foundation in the Register.

3 CESSATION OF MEMBERSHIP
3.1 Automatic termination of Membership
3.1.1 A Member in person shall cease to be a Member: 3.1.1.1 due to death or disability; 3.1.1.2 if he or she resigns in writing; 3.1.1.3 if his or her registration as a medical practitioner of Sri Lanka or is suspended or terminated by the Sri Lanka Medical Council; 3.1.1.4 if his or her registration as a ICT, academic or non-academic professional of Sri Lanka or is suspended or terminated by the relevant authority; or

3.1.1.5 on decision made by the NeHSC.

3.2 Termination of Membership by resolution

3.2.1 Subject to this Constitution, the NFOSHS-SL may at any time terminate the Membership of a Member, if the Member: 3.2.1.1. refuses or neglects to comply with the provisions of this Constitution or any applicable Clause of this Constitution; or 3.2.1.2 has any condition or restriction imposed on his or her right to practi ce by an Authority.

3.3 Name to be removed from Register

The name of any person ceasing to be a Member of the Foundation shall be removed from the Register.

3.4 Continuing obligations

3.4.1 Any person who ceases to be a Member of the Foundation shall forfeit all the rights andprivileges of Membership and shall have no rights in or claim upon the Foundation for the property; 3.4.2 Termination of Membership for any reason does not affect the liabilities and obligations of a Member existing at the date of termination.

4 GENERAL MEETINGS OF THE FOUNDATION

Meetings of all Members shall be General Meetings (GM) and such meetings shall be called every six months. Date for next general meeting shall be decided in the preceding meeting.

4.1 Annual General Meeting (AGM) of the Foundation

4.1.1 One nominated general meeting each year shall be the Annual General Meeting; 4.1.2 An Annual General Meeting must be held before the end of November each year; 4.1.3 Subject to Clause 5.1 of this Constitution, NeHSC or NFOSHS-SL shall determine the time and the place of the Annual General Meeting.

4.2 Special General Meetings

4.2.1 The NeHSC or NFOSHS-SL may call a Special General Meeting (SGM) of all Members. 4.2.2 The NeHSC or NFOSHS-SL must call a SGM as required or if the Foundation receives a written request from the lesser of:

4.2.2.1 at least 10% of Members; or at least five Members, and the written request; 4.2.2.2 states the resolutions to be proposed at the general meeting; and 4.2.2.3 is signed by all the Members making the request. 4.2.3 If Members requesting a SGM in accordance with Clause 4.2.2 of this Constitution, 4.2.3.1 the NeHSC or NFOSHS-SL must call the SGM within 21 days after the request is given to the Foundation; and 4.2.3.2 the meeting must be held within two (2) calendar months after the request is given to the NeHSC / NFOSHS-SL. 4.2.4 If the NeHSC / NFOSHS-SL does not call a general meeting that was requested by Members in accordance with Clause 4.2.3 of this Constitution within 21 days after the request is given to the Foundation, then Members with more than 50% of the votes of all the Members who made the request under Clause 4.2.2 of this Constitution may call and arrange to hold a SGM.

5 PROCEDURES AT A GENERAL MEETING

5.1 Meetings of the National Foundation for Open Source Health Software of Sri Lanka (NFOSHS-SL)
5.1.1 The NFOSHS-SL may meet for the transaction of proceedings and adjourn and otherwise regulate its meetings as it thinks fit; 5.1.2 The Secretary must convene a meeting of the NFOSHS-SL on the requisition of the Chairperson or any two Members.

5.2 Notice of National Foundation for Open Source Health Software of Sri Lanka (NFOSHS-SL) meetings
5.2.1 At least 24 hours notice of a meeting of the NFOSHS-SL must be given to each Member, including to the Chairperson specifying the place, time and date of the meeting and the general nature of items to be discussed; 5.2.2 Shorter notice may be given if at least 75% of the Members agree or if the Chairperson considers that the proceedings of the meeting is urgent.

5.3 Annual General Meeting (AGM) proceedings

The proceedings of the Annual General Meeting shall be, to: 5.3.1 Receive and consider the Report of the NeHSC; 5.3.2 Consider any proposed alteration to this Constitution; 5.3.3 Decide and / or induct a new Member in Person to the NFOSHS-SL Membership for a vacated Membership subject to the Clause 2.3.1.2 of this Constitution; and 5.3.4 Transact any other proceeding which ought to be transacted at an Annual General Meeting.

5.4 Adjournment of meetings

When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 2 weeks or more.

5.5 Adopting a resolution

Consensus is preferred in adopting a resolution. If consensus is not achievable , a voting or balloting shall be conducted subject to the Clause 5.6, and following procedures of the Clauses 5.8,5.9 and 5.10 of this Constitution.

5.6 Quorum
5.6.1 The quorum shall be twenty. No transaction or voting shall be valid unless the quorum requirement is met and that one half of the quorum represents the Ministry of Health. Such quorum requirement shall be applicable for the transaction of any proceeding of the NFOSHS-SL, unless the NFOSHS-SL resolves that a greater number shall constitute a quorum; 5.6.2 If at any time the number of Members is less than a quorum the NFOSHS-SL may meet only for the purpose of filling any casual vacancies or for calling a general meeting of Members; 5.6.3 The NFOSHS-SL may act notwithstanding any vacancy on the NFOSHS-SL.

5.7 Chairperson
5.7.1 The Chairperson shall take the Chair at all meetings of the NFOSHS-SL (or in the absence of the Chairperson, Secretary shall Chair); 5.7.2 If the Chairperson or Secretary is not present at any meeting of the NFOSHS-SL within fifteen minutes after the time appointed for holding the meeting, the Members present shall elect a suitable Member present to be Chairperson of the meeting and such Member should represent the Ministry of Health, unless the majority present resolve otherwise.

5.8 Voting
5.8.1 Questions arising at a meeting of the NFOSHS-SL where no consensus reached shall be decided by a majority of votes of Members present and voting subject to Clause 5.6 of this Constitution. A decision by a majority of the Members present and voting is for all purposes, a decision of the NFOSHS-SL; 5.8.2 The Chairperson of the meeting has a casting vote in addition to a deliberative vote where there is an equality of votes ; 5.8.3 At a general meeting a resolution put to the vote of the meeting is decided on a show of hands unless a ballot is (before or on the declaration of the result of the show of hands) demanded; 5.8.4 If a ballot is not duly demanded, a declaration by the Chairperson that on a show of hands a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect is made in the minutes of the general meeting of Members is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution subject to Clause 5.6 of this Constitution.

5.9 Ballot
5.9.1 A ballot may be demanded by: the Chairperson; or any five Members present in person or by proxy; 5.9.2 The demand for a ballot may be withdrawn at any stage; 5.9.3 The demand for a ballot does not prevent the continuance of a meeting for the transaction of proceedings other than the question on which the ballot is demanded; 5.9.4 If a ballot is duly demanded, it must be taken in the manner and at such time as the Chairperson directs. The result of the ballot is the resolution of the meeting on the question concerned.

5.10 Proxies
5.10.1 Only an ex-officio Member may represent by a proxy; 5.10.2 Only another Member of NFOSHS-SL may be appointed as a proxy; 5.10.3 A document appointing a proxy may be in the form of a letter authoring a proxy to exercise the voting power with the notice of the meeting or in a common or usual form acceptable to the NFOSHS-SL.

6 WORKING ARRANGEMENT
6.1 National eHealth Steering Committee (NeHSC), National Foundation for Open Source Health Software of Sri Lanka (NFOSHS-SL) and Product Management Committees (PMCS)
6.1.1 The NFOSHS-SL shall work under the guidance and instructions of NeHSC and NeHSC may consult NeHTC in matters related to NFOSHS-SL; 6.1.2 The NFOSHS-SL shall form, reconstitute or dissolve PMCs and other committees whenever necessary using the powers vested upon the NFOSHS-SL by this Constitution; 6.1.3 The NFOSHS-SL shall have control over all such committees in an appropriate working arrangement using powers vested upon NFOSHS-SL by this Constitution.

6.2 Power to delegate

6.2.1 The NFOSHS-SL may delegate any of its powers (other than that of delegation) to Project Management Committees (PMCs); 6.2.2 The NFOSHS-SL may revoke any delegation of its powers by ordinary resolution; 6.2.3 Any PMC exercising the delegated power of the NFOSHS-SL shall comply with any conditions or limitations imposed by the NFOSHS-SL.

6.3 Regulations
6.3.1 The NFOSHS-SL shall have power from time to time to make, amend and repeal such Clauses as it deems necessary or desirable for the proper conduct and management of the Foundation; 6.3.2 NeHSC may forward recommendations to NFOSHS-SL to make, amend and repeal Clauses of this Constitution; 6.3.3 No Clause shall be inconsistent with, nor shall it affect the repeal or modification of, anything contained in this Constitution.

6.4 Representations by the Foundation

6.4.1 The Chairperson of or the NFOSHS-SL by consensus may authorise any sub-committee or an individual to represent the Foundation before Government or any Governmental body or committee or to make statements or express views on behalf of the Foundation. The authority may be given generally or for a specific situation and may be given on such conditions as the Chairperson of or NFOSHS-SL by consensus thinks fit; 6.4.2 Unless duly authorised to do so under this clause, no Member may make any statement or express any view which purports to be a statement or view of the Foundation or as having been made or expressed on behalf of or with the concurrence of the Foundation.

7 COMPOSITION AND RESPONSIBILITIES

7.1 Composition
The total Membership to the NFOSHS-SL shall be fifty and the Membership shall be in two categories. Forty eight of the Members shall be nominated by virtue of holding their office and such Membership shall be permanent, subject to the Clause 6.3 of this Constitution. Two individual Members shall be appointed by consensus of NFOSHS-SL considering their relevance in the field and that of their popularity. The NFOSHS-SL shall maintain the total membership in such a way to have seventy percent of those either represent or employedby the Ministry of Health at any given time. 7.1.1 Ex-officio Members 7.1.1.1 Director Health Information (Chairperson); 7.1.1.2 A Nominated Director of ICTASL (Secretary); 7.1.1.3 Director Private Health Sector Development; 7.1.1.4 A Provincial Director or Regional Director of Health Services; 7.1.1.5 President of Health Informatics Society of Sri Lanka; 7.1.1.6 The Chairperson of the Specialty Board on Biomedical Informatics of the Postgraduate Institute of Medicine, University of Colombo; 7.1.1.7 Representative of Government ICT University l; 7.1.1.8 Representative of Government ICT University ll; 7.1.1.9 Representative of Private ICT University; 7.1.1.10 A Director of SAHANA Foundation; 7.1.1.11 A Representative of Sri Lanka Computer Emergency Response Team; 7.1.1.12 A Representative of Computer Society of Sri Lanka; 7.1.1.13 A Nominated Official of Ministry on the subject of Finance; 7.1.1.14 A Nominated Official of Ministry on the subject of ICT; 7.1.1.15 A Representative of National Science Foundation; 7.1.1.16 A Representative of SLASSCOM; 7.1.1.17 A Representative of Sri Lanka Dental Association, an employee of the MoH;

7.1.1.18 A Representative of Sri Lanka Medical Association, an employee of the MoH; 7.1.1.19 A Medical Officer / Dental Surgeon-HI (MO/DS-HI) of the Office of Secretary Health of the Ministry of Health (MoH); 7.1.1.20 A MO/DS-HI of the Office of Director General of Health Services of the MoH; 7.1.1.21 MO/DS-HI of the Health Information Unit of the MoH l; 7.1.1.22 MO/DS-HI of the Health Information Unit of the MoH ll; 7.1.1.23 MO/DS-HI of the Health Information Unit of the MoH lll; 7.1.1.24 A MO/DS-HI of the office of Deputy Director General (DDG)-Dental Services of MoH; 7.1.1.25 A MO/DS-HI of the office of DDG -MS l of the MoH; 7.1.1.26 A MO/DS-HI of the office of DDG -MS ll of the MoH; 7.1.1.27 A MO/DS-HI of the office of DDG -Planning of the MoH; 7.1.1.28 A MO/DS-HI of the office of DDG -Public Health Services l of the MoH; 7.1.1.29 A MO/DS-HI of the office of DDG -Public Health Services ll of the MoH; 7.1.1.30 A MO/DS-HI of the Office of DDG -Education, Training and Research of the MoH; 7.1.1.31 A MO/DS-HI of the Office of DDG -Laboratory Services of the MoH; 7.1.1.32 A MO/DS-HI of the Medical Statistics Unit of the MoH; 7.1.1.33 A MO/DS-HI of the Non Communicable Diseases Unit of the MoH; 7.1.1.34 A MO/DS-HI of the STD and AIDS Control Programme of the MoH; 7.1.1.35 A MO/DS-HI of the Epidemiological Unit of the MoH; 7.1.1.36 A MO/DS-HI of the Health Education Bureau of the MoH; 7.1.1.37 A MO/DS-HI of the National Programme for Tuberculosis and Chest Diseases of MoH; 7.1.1.38 A MO/DS-HI of the Dengue Control Unit of the MoH; 7.1.1.39 A MO/DS-HI of the Office of Provincial Director of Health Services-West; 7.1.1.40 A MO/DS-HI of the Office of Provincial Director of Health Services-North West; 7.1.1.41 A MO/DS-HI of the Office of Provincial Director of Health Services-South; 7.1.1.42 A MO/DS-HI of the Office of Regional Director of Health Services-Colombo;

7.1.1.43 A MO/DS-HI of the Office of Regional Director of Health Services-Gampaha; 7.1.1.44 A MO/DS-HI of the North Colombo Teaching Hospital; 7.1.1.45 A MO/DS-HI of the Teaching Hospital Kandy; 7.1.1.46 A MO/DS-HI of the Cancer Institute Maharagama; 7.1.1.47 MO/DS-HI of the Teaching Hospital Batticaloa; and 7.1.1.48 A MO/DS-HI of the Provincial General Hospital Kurunegala. 7.1.2 Members in Person Two renowned persons in relevant field shall be appointed to NFOSHS-SL by consensus of exofficio Members at an AGM for a period of two years subject to the Clause 2.3 of this Constitution: 7.1.2.1 Member in Person l; and 7.1.2.2 Member in Person ll.

7.2 Term of office of the Chairperson and other Members

7.2.1 Any Ex-officio Member including the Chairperson shall remain a Member of the NFOSHS-SL for the entire term of their post or office subject to Clause 3 of this Constitution; 7.2.2 All Ex-officio Members shall be succeeded by their Successors of the post or office automatically; 7.2.3 Retiring Chairperson shall be entitled to act as a temporary Member of the NFOSHS-SL at the meeting at which he/she retires and shall be eligible for reappointment as a Member in Person in place of an outgoing Member in Person, on recommendation of NeHSC or by a resolution of NFOSHS-SL at an Annual General Meeting subject to Clause 3.2 of this Constitution; 7.2.4 Any Member in Person shall remain a Member of the NFOSHS-SL for two consecutive years from the date of appointment subject to Clause 3 of this Constitution; 7.2.5 Any Member in Person shall be eligible for reappointment on recommendation of NeHSC or bya resolution of NFOSHS-SL at an Annual General Meeting, on completion of their term as Members, subject to Clause 3.2 of this Constitution.

7.3 Secretary to the Foundation

7.3.1 The NFOSHS-SL shall appoint a suitable Member as Secretary to the NFOSHS-SL on recommendation of the NeHSC or by consensus at an AGM of the NFOSHS-SL for the purposes of this Constitution; 7.3.2 Secretary shall maintain all statutory registers including the Register which shall record each

Members name, mailing addresses, the date on which his or her Membership commenced and the date on which Membership ceased and any other information specified by the NFOSHS-SL from time to time and file all statutory notices; 7.3.3 Unless directed otherwise by the NFOSHS-SL, the Secretary shall be responsible for keeping records of the proceedings of all meetings; 7.3.4 Secretary shall ensure that due notice is given, agendas prepared and accurate minutes kept of all meetings of the Foundation and Committees; 7.3.5 Preparation, circulation and approval of minutes shall be the responsibilities of the Secretary; 7.3.6 The Secretary must cause draft minutes of all meetings to be promptly circulated to all Members for information and approval; 7.3.7 Subject to any objection, the Secretary shall ensure the Chairperson of the meeting or the next such meeting signed the minutes to certify that they are a true and correct record of the proceedings of the meeting; 7.3.8 Secretary shall be responsible for sending, receipt and proper filing of all correspondencesrelated to the Foundation and shall issue notices of all resolutions, decisions and amendmentstothe Constitution; 7.3.9 Secretary shall notify the Members and all Members of committees of their election or appointment and issue notices of all meetings; 7.3.10 Custody of seal shall be the responsibility of the Secretary: 7.3.10.1 The Secretary must provide for the safe custody of the seal of the NFOSHS-SL; 7.3.10.2 The seal may be used only by the authority of the NFOSHS-SL; 7.3.10.3 Every document to which the seal is affixed must be signed by two Members and witnessed by the Secretary or some other person appointed by the NFOSHS-SL; and 7.3.10.4 The Secretary shall maintain a seal register and this seal register may be maintained in electronic format. 7.3.11 Secretary shall enter following details in the seal register before affixing the seal toadocument, the: 7.3.11.1 a short title and description of the document; and 7.3.11.2 the date of the resolution authorising the seal to be affixed; 7.3.12 Within 7 days of the affixing of the seal to a document, the Secretary shall enter followingdetails in the seal register: the date of affixing of the seal;

the names of two Members who signed the document; and the name of the person who witnessed those signatures.

7.4 Working Committee

7.4.1 The NFOSHS-SL shall form a Working Committee of ten Members by consensus of all Members to meet regularly apart from that of a GM, AGM or SGM to transact any proceeding that does not require consensus or voting of the Foundation; 7.4.2 The Working Committee shall have the Chairperson of NFOSHS-SL as its Chairperson and the Secretary to NFOSHS-SL as its Secretary, and shall have power to exercise all of the powers and functions of the NFOSHS-SL to supervise the day to day proceedings of the Foundation and the PMCs, subject to any limitations or restrictions imposed by the NFOSHS-SL; 7.4.3 The Working Committee shall during intervals between meetings of the NFOSHS-SL have power to act in accordance with the power delegated to it. In addition, in cases of emergency, the Working Committee shall have the absolute discretion to exercise such powers andfunctions as it deems necessary in matters that do not require consensus or voting at a GM, AGM or SGM; 7.4.4 The Working Committee may meet, convene and adjourn its meetings and otherwise regulate its proceedings in such manner as it thinks fit. The quorum necessary for a meeting of the Working Committee shall be according to the Clause 5.6 of this Constitution; 7.4.5 The Working Committee may establish by consensus that certain matters must be determined by the Working Committee unanimously or referred to the NFOSHS-SL for consensus if Working Committee cannot determine unanimously.

8 NOTICES
8.1 Means of giving notices
8.1.1 A notice pursuant to this Constitution must be given in writing and may be sent by mail (postal service), facsimile or electronic mail, to the appropriate address or number of the addressee; 8.1.2 The Chairperson, Secretary or other Member authorised by the NFOSHS-SL may give notices on behalf of the Foundation. The signature on a notice given by the Foundation may be written, photocopied, printed or stamped; 8.1.3 Notices given to the Foundation must be marked for the attention of the Secretary.

8.2 Address for service

The address for service is:

8.2.1 in the case of a Member or Chairperson, the office address (or postal address, electronic mail address or facsimile number in the case of postal, electronic main or facsimile dispatch) of the Member or Chairperson specified in the Register; and 8.2.2 in the case of the Committee, the address (or any postal address, electronic mail address or facsimile number in the case of postal or electronic or facsimile dispatch) of the Office forthe time being specified on the official stationery of the Foundation.

8.3 Notification of change of address

8.3.1 If the official address, postal address, electronic mail address or facsimile number of a Member changes, the Member must promptly give notice of the change to the Foundation; 8.3.2 The Foundation shall promptly notify Members of any change in its address or other contact details such as, telephone nos., facsimile nos., email address etc.

8.4 Time notices are effective

8.4.1 Except if a later time is specified in a clause dealing with a notice or other communication, a notice is to be regarded as given, served, received and as having come to the attention ofthe address: 8.4.1.1 if delivered to the office address of the addressee, at the time of delivery; 8.4.1.2 if it is sent by post to the office address or postal address: if the notice is notice of a meeting on the first proceedings day after sending; otherwise on the third proceedings day after sending, unless it is actually delivered earlier; or 8.4.1.3 if sent by electronic mail or facsimile to the electronic mail address or facsimile number of the addressee, at the time transmission is completed.

8.5 Proof of giving notices

8.5.1 Proof of the sending of a notice by facsimile and the time of completion of transmission may be established by production of a transmission report by the machine from which the facsimile or electronic transmission was sent which indicated that the facsimile or electronic mail was sent in its entirety to the facsimile number or electronic mail address of the addressee ; 8.5.2 A certificate signed by the Chairperson or Secretary that a notice was delivered or posted at a particular time is conclusive evidence that the notice was delivered or posted at the time ; 8.5.3 A certificate signed by the Chairperson or Secretary that a notice was sent by electronic mail at a particular time and that an undeliverable mail messa ge has not been received in relationto it is conclusive evidence that the notice was sent and received at that time.

9 COMMITTEES UNDER NFOSHS-SL

9.1 Committees to evaluate FOSS
9.1.1 The NFOSHS-SL shall from time to time form ad-hoc temporary committees of competent Members of NFOSHS-SL to evaluate available free and open source health software (FOSS). Such committees shall dissolve automatically upon completion of the task; 9.1.2 Members to such evaluation committees shall be formed by resolution of NFOSHS-SL subject to Clause 5.5 of this Constitution.

9.2 Project Management Committees (PMCs)

9.2.1 Subject to clause 7.4 of this Constitution, the NFOSHS-SL shall by relevant Clauses establish Project Management Committees (PMC) on such basis as the NFOSHS-SL determines tocarry out such duties as may be delegated to each Committee by the NFOSHS-SL; 9.2.2 Each PMC shall have an individually identifiable distinct name and shall maintain a dedicated website, or forum, or both in a way to suit its functionality; 9.2.3 The NFOSHS-SL shall appoint a Member of NFOSHS-SL as the Chairperson of the PMC by resolution subject to Clause 5.8 of this Constitution; 9.2.4 The PMC shall conscript and maintain suitable community of volunteer developers as members of the PMC in consultation with the NFOSHS-SL as many number as required to and in such a way to carry out the assigned duty as long as required; 9.2.5 No member of PMC other than the Chairperson and other Members of NFOSHS-SL shall have a voting power in the NFOSHS-SL resolutions and the Chairperson of the PMC shall take the final decision in PMC issues; 9.2.6 The NFOSHS-SL shall or NeHSC through NFOSHS-SL retain the power to dissolve a PMC without giving a reason.

9.3 Operation of PMC

9.3.1 The NFOSHS-SL may delegate any of its functions, powers or discretions to committees comprising such persons as the NFOSHS-SL determines; 9.3.2 Project Management Committees of the NFOSHS-SL may be either standing committees or ad hoc committees; 9.3.3 The NFOSHS-SL shall determine the powers and duties of each PMC and each committee shall in the exercise of its powers conform to any Clauses imposed on it by the NeHSC or NFOSHS-SL;

9.3.4 Unless specifically provided in Clauses, a PMC may not make any determination of policy for the Foundation but may provide advice to the NFOSHS-SL on any area falling within its jurisdiction to assist the NFOSHS-SL or the NeHSC; 9.3.5 Each committee shall make such reports and recommendations to the NFOSHS-SL as the NFOSHSSL reasonably requires. 9.3.6 Subject to any Clause made pursuant to Clauses 9.2 and 9.3.4, each committee may meet, convene its meetings, adjourn and otherwise regulate its proceedings as it thinks fit; 9.3.7 The NFOSHS-SL shall review the continuing need for each committee of the NFOSHS-SL and the Membership of each such committee whenever it thinks fits or at least every two (2) years.

9.4 Chairperson of a PMC

9.4.1 The Chairpersons of Committees shall be appointed by the NFOSHS-SL and he or she shall be a Member of the NFOSHS-SL; 9.4.2 The term of appointment of a Chairperson shall be determined by the NFOSHS-SL and this shall be based on their performance or after review in two (2) years and any Member shall be appointed to chair the same committee for any number of consecutive terms, unless the NFOSHS-SL otherwise approves.

9.5 PMC Co-Chair

9.5.1 The NFOSHS-SL shall appoint a non-Member of NFOSHS-SL as Co-Chair for such term and upon such conditions as it may think fit; 9.5.2The Co-Chair may be removed by the NFOSHS-SL without any prior notice by a resolution; 9.5.3 Subject to such rules as may from time to time be imposed on him or her by the NFOSHS-SL, the Co-Chair shall be entitled to attend and speak at all meetings of the Committee but shall not have the right to vote at meetings of the NFOSHS-SL.

10 GENERAL CLAUSES
10.1 Winding up
10.1.1 No compensation to Members shall involve dissolution of the NFOSHS-SL by any meanincluding that of dissolution on own, by the NeHSC, or by application to an appropriate Court; 10.1.2 No Member of the Foundation shall contribute to the assets of the Foundation in the event of the same being put into liquidation while he/she is a Member, or after he/she ceases tobe a Member for payment of debts and liabilities of the Foundation before he/she ceased tobe a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves;

10.1.3 If upon dissolution of the Foundation there remains after the satisfaction of all its de bts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Foundation, but shall be given or transferred to some other institution/s having objectives similar to the objectives of the Foundation. Such institution/s to be determined by the Members of the Foundation at or before the time of dissolutionandifand so far as effect cannot be given to such provision, then to some charitable objective .

10.2 Interpretation
10.2.1 References to the Clauses Unless the context otherwise requires, a reference to: 10.2.1.1 the Clause includes any regulation or instrument made under it and where amended, re-enacted or replaced means that amended, re-enacted or replacement legislation; and 10.2.1.2 a section of the Clause includes any corresponding section for the time being in force. 10.2.2 Application of the Clause: Except so far as the contrary intention appears in this Constitution, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Clause, the same meaning as in that provision of the Clause. 10.2.3 Headings: Headings do not affect the interpretation of this Constitution.

10.3 Definitions
In this Constitution: 10.3.1 Act means any Act of the Democratic Socialist Republic of Sri Lanka as applicable; 10.3.2 Law means any Law of the Democratic Socialist Republic of Sri Lanka as applicable; 10.3.3 Clause means the relevant section or sub-section of this Constitution; 10.3.4 Office means the registered office for the time being of the Foundation; 10.3.5 Member means any Member of the Foundation; 10.3.6 Register means the Register of Members required to be kept under this Constitution and the Laws of the land as applicable; 10.3.7 Registrar means the Registrar of Companies under the Ministry of Trade and Commerce of the Democratic Socialist Republic of Sri Lanka; and 10.3.8 Foundation means the National Foundation for Open Source Health Software of Sri Lanka.

10.4 Transitional Provision

The provisions of this Constitution in relation to the structure and governance of the NFOSHS-SL shall become effective on a date to be determined by the NeHSC, and in accordance with transitional Clauses made by the NFOSHS-SL for that purpose.