1. General provisions:

1.1. Mission of the Armenian Maternal and Child Health Alliance (hereinafter Alliance) is to support the advancement of maternal and child health in Armenia.

1.2. Vision of the Alliance is Safe motherhood, healthy childhood.

1.3. Goals and Objectives of the Alliance are:

• Support development and implementation of maternal and child health related policies;
• Identify maternal and child health issues from social, educational, legislative and environmental protection perspectives;
• Contribute to accessibility and availability of quality health care service;
• Support improvement of the quality of healthcare services provided to mothers and children, and establishment of public monitoring and evaluation mechanisms for those services;
• Contribute to the increase of effectiveness of public health education;
• Support maternal and child health field provided funding sustainability and continuous growth;
• Encourage participation of civil society organizations development of healthcare programs, strategies, and legislation;
• Present legal initiatives and recommendations;
• Participate in drafting, implementation, oversight, monitoring, and assessment of national healthcare programs.

1.4. Rights and Responsibilities of Alliance Members:  

• Each member of the Alliance shall contribute to achievement of the goals of the Alliance Memorandum.  Each member may support achievement of Alliance goals via its public relations’, professional staff and other technical means.

• Any Alliance Member has the choice to join or withheld from joining announcements or positions of the Alliance or joint project initiatives.

• Use of the name of the Alliance or any activity implemented on behalf of the Alliance shall be agreed with the Alliance Coordination Board in advance.

• Alliance Members can submit proposals to the General Assembly to amend the Alliance Memorandum.

2. Coordinating Bodies

2.1. Alliance General Assembly, Coordination Board, and Alliance Coordinator and the institutions of the Alliance.
2.2. Alliance highest coordination body is General Assembly.
2.3. Coordination Board (hereinafter Board) holds the executive power .
2.4. Daily activities, organization and management is the responsibility of Alliance Coordinator (hereinafter Coordinator).

2.5. The General Assembly

2.5.1. The Board calls the General Assembly of all Members at least once a year.
2.5.2. The Coordinator, via electronic communication, should send the agenda, venue, dates, and relevant materials of the General Assembly to all Members at least 10 working days before the meeting.
2.5.3. General Assembly is eligible (has quorum) if 2/3rd of the Alliance Members are present.
2.5.4. General Assembly makes decisions by the simple majority of the present Members.
2.5.5. General Assembly exclusive jurisdiction questions are:
• Board annual report approval;
• Board Member election via close voting once in every two years;
• Approval of Alliance Strategic plan.

2.6. Coordination Board

2.6.1. The Board is elected by the General Assembly for 2-year term and coordinates the work of the Alliance.
2.6.2. Board consists of seven Alliance Member organizations representatives- each representing only one organization.
2.6.3. A Board member may choose to discontinue serving on the Board by informing the Alliance Coordinator about the decision. Alternatively, the Alliance Board may terminate the service of one of its members, if the person has unjustified continuous absence at least three times from the Board meetings.

2.6.4. If a Board member discontinues his or her service in the Board by own initiative, then the same organization can present another candidate to fulfill the position in the Board.  That candidacy shall be approved through online inquiry of the Board. The decisions approved via electronic communication are considered passed if at least 2/3rd of all Board Members participated, and the decision was reached by simple majority of participating Board Members.  In case an organization does not present any candidate, or the Board does not approve the proposed candidacy, the vacancy is fulfilled by the Alliance Member who had the next highest votes during the previous election.

2.6.5. Board does its activities via meetings, which are convened by the Coordinator at least once a quarter; Board meetings are open for all Alliance Members.

2.6.6. Coordinator chairs the Board meetings. In case of his/her absence the Board decides who is going to chair the meeting.
2.6.7. Board Coordinator takes care of meeting minutes and sends minutes to all Members of the Board during 10 days after the meeting. The final version of the minutes is circulated around all Members of the Alliance. Coordinator is responsible for filing Board meeting minutes.

2.6.8. A Board meeting is eligible (has quorum) if at least 5 members are participating.
2.6.9. Board makes decisions by the agreement of at least 5 Board members.
2.6.10. Routine cooperation matters can be suggested and communicated between Board meetings by the Coordinator or other Board members, and can be approved by Board members via electronic communication.  Decisions are considered approved/passed if at least 5 Board Members gave their consent.
2.6.11. Alliance Members should vote on every project that has been approved by the Board and presented as an Alliance initiative, via electronic communication. A project is approved if 2/3rd of the Members have participated, and simple majority of all participants has approved the initiative.

2.6.12. Functions of the Board Members:

• Election of Alliance Coordinator after the Board elections and presentation of the Coordinator to the General Assembly of all Members;
• Alliance strategic plan development and presentation to the General Assembly for approval;
• Development of operational plan of the Alliance and oversight of its implementation;
• Official representation of the Alliance when meeting government agencies or during public events.

2.7. The Coordinator

2.7.1. Board is electing the Alliance Coordinator  for 1-year term. Coordinator organizes and manages everyday operations of  the Alliance using own organizational resources.

2.7.2. Functions of the Coordinator

• Chairs Board meetings;
• Calls Board meetings at least once a quarter;
• Does Alliance administrative paperwork;
• Informs all Alliance members about General Assembly agenda, venue, date, relevant materials via electronic communication, 10 working days before the General Assembly.

3. Joining the Alliance and Dissolution

3.1. All Nonprofit organizations registered and operating in Armenia, that work in health sector, specifically dealing with maternal and child health issues, can become Members of the Alliance; individuals dealing with maternity and childhood issues can join the Alliance as observer members (non voting).
3.2. Board approves application of any organization to the Alliance based on written application provided by the organization.
3.3. Each member of the Alliance can take back its signature from Alliance Memorandum by written notification sent to the Coordinator at least one month in advance of the desired date.
3.4. Coordinator presents all applications to the Board for their approval during the earliest meeting after application submission. No decisions are made by the Board on applications to withdraw from the Alliance.

4. Financial Matters

4.1. Joining the Alliance does not assume any financial responsibility by organizations.

4.2. By this clause Alliance Members confirm that during the implementation of the Memorandum all expenses done by organizations (including Coordinator), are the subject of exclusively that member own expenses, if no other priory written arrangements were made.


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