Busitema Development Initiative

THE REPUBLIC OF UGANDA
THE COMPANIES ACT 2012
COMPANY LIMITED BY GUARANTEE AND HAVING NO SHARE CAPITAL

MEMORANDUM OF ASSOCIATION
OF

BUSITEMA DEVELOPMENT INITIATIVE

1. The name of the company is BUSITEMA DEVELOPMENT INITIATIVE.

2. The registered office of the company shall be situated, in the Republic of Uganda, in the district of Busia in Busitema sub-county, with branch offices elsewhere in the Republic of Uganda.
3. The VISION of the company is, “Make our community one of the most cohesive, dynamic, innovative and competitive growth centers in Uganda”.
4. The MISSION of the company is: “Advance unity, growth and competitiveness in our community through partnerships with Government, civil society, business, academia and Development partners”.
5. The objectives for which the company is established are to:

(a) Promote unity and cohesion among the members and the community.

(b) Organize sensitization workshops and conferences to educate people on economic empowerment, social enterprise, health and general well-being of the community.
(c) Engage in collective development activities for the benefit of the members of the company and the community.
(d) Improve on the individual social standards of the company members and other Ugandans that show active participation in the Company Activities.
(e) Promote networking and collaboration with other stakeholders at national and international levels.
(f) Borrow or raise money as the Board of Directors or General Assembly may deem fit for purposes of meeting the aims and objectives of the company.

(g) Improve and strengthen inter-organizational networking for the exchange of information, knowledge and expertise on economic and social development issues.

(h) Establish lawful revenue generating projects that shall eventually financially sustain BUSITEMA DEVELOPMENT INITIATIVE community development interventions in the long run.

(i) Develop and or design lawful products and services that shall be offered to the general public free of charge or on a cost as determined by members of the company.
(j) Solicit assistance and funding, both here locally and internationally so as to help the company achieve its objectives.
(k) Create sources of employment amongst the company members.
(l) Engage in such things whether related to the laid intentions or not but which in the directors’ opinion can favorably be attached to other objects of the company and to promote/support it and
(m) Do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

PROVIDED ALWAYS the information contained in the text of all publications printed or distributed by or for the company shall be in full conformity with the BUSITEMA DEVELOPMENT INITIATIVE.

In furtherance of the foregoing objectives, the company may do all or any of the following things.

(i) Collaborate with the Government of Uganda and any other company both local and International in the carrying out of any similar activities.
(ii) Collaborate with any other company having objects altogether or in part similar to these of the company.
(iii) Raise money in such a manner and with such securities as the company shall think fit, and to purchase, redeem or pay off any such securities;
(iv) To form such branches or other bodies as may be deemed desirable;
(v) To draw accept, make endorse, discount and negotiate bills of exchange promissory notes and other negotiable instruments.
(vi) To purchase, take on lease or in exchange, hire or otherwise any movable or immovable property which may be necessary for the furtherance of the object of the company;
(vii) To draw accept, make endorse, discount and negotiate bills of exchange promissory notes and other negotiable instruments.
(viii) To purchase, take on lease or in exchange, hire or otherwise any movable or immovable property which may be necessary for the furtherance of the object of the company;
(ix) To have and exercise all powers necessary or convenient to affect any or all of the purposes for which the company is established.

6. The liability of the members is limited by guarantee.
7. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he/she is a member/or within one year afterwards for payments of debts liabilities of the company contracted before he/she ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustments of the rights contributors among themselves such as may be required, not exceeding U shs. 100,000/= (One hundred thousand shillings only).

WE THE SEVERAL persons whose names and addresses are hereby subscribed hereto are desirous of being formed into a company limited by guarantee in pursuance of this Memorandum of Association.

NAME POSTAL ADDRESSES AND OCCUPATIONS OF THE SUBSCRIBERS SIGNATURE CONTACT
1. Mr. Egesa Ronald Leonard 0782442375
2. Mr. Wesonga Herbert 0752757359
3. Mr. Juma James 0772655625
4. Mrs. Munyira rose 0701457209
5. Mr. Anjoga Humphrey 0701091448
6. Mr. Ofubo David Philip 0772927357
7. Ms. Nahone Rhona 0706755063
8. Mr. Maloba Franklin 0787356680
9. Ms. Sanyu Helen Maleen 0777235446
10. Mr. Ojambo Moses 0751118352
11. Ms. Nabwire Caroline 0772314692
12. Ms. Nasirumbi Sylvia 0701429335
13. Mr. Maloba Ivan 0712835690
14. Mr. Roma Godfrey 0772448073
15. Mr. Egesa Wilson 0772401462
16. Mr. Wafula John 0772387490
17. Mr. Bakumba Hannington 0779666874
18. Mr. Wanyama Okumu 0702409249
19. Mr. Mukabira Joseph Wabwire 0772517541

Dated at Kampala this …………………….day of ……………………………2017

WITNESS TO THE ABOVE SIGNATURES

NAMES: …………………………………………………..

ADDRESS: …………………………………………..……

OCCUPATION: ……………………………………………

SIGNATURE: ……………………………………………..
THE REPUBLIC OF UGANDA
THE COMPANIES ACT 2012
COMPANY LIMITED BY GUARANTEE AND HAVING NO SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
BUSITEMA DEVELOPMENT INITIATIVE

EXCLUSION OF TABLE “A”
1. The regulations contained in table “A” of the Act shall not apply to company except so far as expressly incorporated herein and the incorporated provision of table “A” herein contained shall prevail.

INTERPRETATION
2. In these articles—
(a) “Act” means the COMPANIES ACT 2012 and every statutory modification or enactment therefore for the time being in force in Uganda;

(b) “Articles” means these Articles of Association as originally framed or as altered from time to time by special resolution.

(c) “Company” means BUSITEMA DEVELOPMENT INITIATIVE

(d) “Board of Directors” shall mean the Board of Directors appointed pursuant to the provisions of these presents.
(e) “Council of Elders” shall mean the Council of Elders appointed pursuant to the provisions of these presents.

(f) “General Assembly” means the general assembly constituted pursuant to the provisions of these presents.

(g) “Members “means founder and subscriber members of the company and other categories as herein in stated.

(h) “Office” means the registered office for the time being of the Company;

(i) “Person” means an individual, company and institution.

(j) “Register” means the register of members of the company required to be kept by section 112 of the Act;

(k) “Seal” means the common seal of the company;

(l) “Secretary” means any person appointed to perform the duties of the secretary of the company.

(m) “Year” means the calendar year.

MEMBERSHIP
3. Membership shall be open to any person irrespective of tribe, age, s*x, creed, class and religious or political affiliation provided the candidate fulfils the following conditions:
a) The candidate is a citizen of the Republic of Uganda by birth, decent or by any other way provided for by the constitution of the Republic of Uganda.
b) The candidate is attached to Busitema Sub-county by way of birth, decent, residence, marriage, occupation or as otherwise determined by the Board of Directors’ Membership committee.
c) The candidate is willing and able to participate in the activities of the company
d) The candidate has completed the Members’ Registration form and been approved by the Board of Directors’ Membership Committee
e) The candidate is in any other company, which serves the interests of the company.

4. Membership may be by an individual, institution or Association.

5. Every application for membership of the company shall be made to the Board of Directors in accordance with the provisions of these Articles of Association.

6. The Board of Directors may if reasonable grounds exist refuse to grant membership and shall if requested give reasons for the refusal.

CATEGORIES OF MEMBERSHIP
7. Categories of membership of the company shall be;
(a) Ordinary Membership
(b) Affiliate Membership
(c) Honorary Membership

8. A person shall be deemed to be an ordinary member of the company if that person is involved in the activities that fall within the aims, objectives and interests of the company, and have been admitted to ordinary membership in accordance with the provisions of these presents

9. A person shall be deemed to be an affiliate member of the company if that person is identified by the company to be sympathetic to the objectives of the company. Such sympathy must be evidenced by an overt act(s). This category of membership is not automatic. The company reserves the right of admission.

10. A person shall be deemed to be an honorary member of the company if that person has been conferred by the Board of Directors that status on such conditions as it may think fit, with the approval of the General Assembly.

11. Honorary and affiliate members have no voting rights, do not hold company offices and are not subjected to pay any fees to the company, be it membership fees or otherwise.

12. Honorary members are required to promote the company in different ways and shall be expected to give donations to the company.

13. Honorary membership shall be open to partner Non-Governmental Organisations, donors both from within and outside the country.

TERMINATION OF MEMBERSHIP
14. A person shall cease to be a member of the company if:
a) Such a member voluntarily resigns his/her membership; however, written notice shall be communicated to the company within a period of two months after declaring his/her intentions.
b) Such a member dies. In case of death, the authorized person(s) or legal representative(s) of the deceased’s estate shall write to the company expressing their need for the company to continue with the members dependants or not.
c) Such a member behaves contrary or works against the company’s objectives or in case he/she fails to fulfill such objectives.
d) Such a member defaults in paying the agreed membership/annual subscription installments two consecutive times, or fails to attend meetings as required.
e) Such a member is given a vote of no confidence by more than two-thirds of all the members of the company.
f) Any registered member is declared bankrupt by competent Court of law.

RENEWAL OF MEMBERSHIP
15. A member of the company whose membership has ceased may apply to the company for the renewal of his/her membership.

16. The board or persons/committees designated in that behalf shall approve the application for re-entry into the company.

17. The ex-member shall pay the arrears as long as the termination was voluntary for non-payment of annual subscription fees are not more than two years.

RIGHTS AND OBLIGATIONS OF ORDINARY MEMBERS
18. It is the right of every member of the company to:-
a) Participate in the activities of the company.
b) Elect or be elected to any post of leadership in the company.
c) Make use of facilities of company as the Board of Directors shall deem fit.
d) Express their opinion in any proper manner that is for the benefit of the company.
e) relinquish their membership voluntarily
f) And any other right consistent with these Articles.

19. Members shall be expected to:
(a) Attend all scheduled meetings whether weekly, monthly or annually.
(b) Avoid lateness or failure to attend meetings without reasonable cause otherwise such indiscipline shall attract fines or reactions that shall be determined by the members at the board meetings.
(c) Meet all financial requirements as shall be approved by General Assemblies.
(d) Keep the company matters private and protect or keep unsafe custody all monies and properties of the company under his/her control.
(e) On invitation, participate individually or in companies projects initiated or proposed for purposes of acquiring information.
COMPANY STRUCTURE
20. The company shall have the following organs.
(a) The General Assembly
(b) The Council of Elders
(c) The Board of Directors
(d) The Secretariat

THE GENERAL ASSEMBLY
21. The General Assembly shall consist of all members of the company, and shall constitute the supreme decision making body of the company and shall approve policies made by the Board of Directors of the company.

22. Functions of the General Assembly shall be:-
(a) To draw up the general policy frame work of the company and agree on priority issues.
(b) To receive and approve the minutes of the previous annual General Assembly.
(c) To receive and approve the Executive Director’s, Treasurer’s and Chairperson’s reports.
(d) To receive and approve planned activities for the ensuing year.
(e) To elect members of the Board of Directors and Council of Elders
(f) To perform any such duty of function that requires the approval of the General Assembly.

THE ANNUAL GENERAL ASSEMBLY
23. Annual General Assemblies shall be held at least once in every year on a date to be fixed by the board of directors and such General Assembly shall be called “Ordinary General Assemblies”.
24. All other meetings of the company shall be called “extraordinary General Assemblies”.

25. The annual General Assembly shall be held at such time and place as the directors shall appoint.

26. The directors may, whenever they think fit, convene an extraordinary General Assembly, and extraordinary General Assemblies shall also be convened on such requisition, or, in default, may be convened by such requisitions, as provided by section 132 of the Act. If at any time there are not within Uganda sufficient directors capable of acting to form a quorum, any director or any fifteen members of the company may convene an extraordinary General Assembly in the same manner as nearly as possible as that in which meetings may be convened by the directors.

NOTICE OF THE ANNUAL GENERAL ASSEMBLY
27. An annual General Assembly and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the date and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in the manner hereafter mentioned or in such other manner, if any, as may be prescribed by the company in General Assembly, to such persons as are, under the articles of the company, entitled to receive such notices from the company.

28. A meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed—
(a) in the case of a meeting called as the annual General Assembly, by all the members entitled to attend and vote at the meeting; and
(b) In the case of any other meeting, by at least a third or 35 (whichever is less) of the members having a right to attend and vote at the meeting,
29. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT A GENERAL ASSEMBLY
30. All business shall be deemed special that is transacted at an extraordinary General Assembly, and also all that is transacted at an annual General Assembly, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of the auditors.

31. No business shall be transacted at any General Assembly unless a quorum of members is present at the time when the meeting proceeds to business.

32. For all purposes, the quorum shall not be less than 1/3 or 35 of paid up and registered ordinary members.

33. If within an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

34. The chairperson, if any, of the board of directors shall preside as chairperson at every General Assembly of the company, or if there is no such chairperson, or if he or she shall not be present within thirty minutes after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one of their number to be chairperson of the meeting.

35. If at any meeting no director is willing to act as chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers to be chairperson of the meeting.

36. The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

37. At any General Assembly a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded—
(a) By the chairperson;
(b) By at least three members present in person or by proxy; or
(c) By any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

38. Unless a poll is so demanded, a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, an entry to that effect in the book containing the minutes of proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. The demand for a poll may be withdrawn.

39. Except as provided in article 38, if a poll is duly demanded, it shall be taken in such manner as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

40. In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

41. A poll demanded on the election of a chairperson, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs, and any business other than that upon which a poll has been demanded may be preceded with pending the taking of the poll.

42. Subject to the Act, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Assemblies (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a General Assembly of the company duly convened and held.

QUORUM
43. NO business shall be transacted at any General Assembly unless a quorum is present at the meeting to proceed with the business. For all purposes, the quorum shall not be less than 1/3 or 35 of registered members. If within an hour of the time appointed for the meeting a quorum is not present, the meeting if convened upon requisition of members, shall be dissolved and in any other case it shall stand adjourned to the same place or such other day, time and place as the directors may determine and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be the quorum.

VOTING OF MEMBERS
44. At any General Assembly, resolution shall be concluded on a vote, which shall be decided by a show of hands.

45. Every ordinary member shall have one vote.

46. A majority of more than half of the members present at a meeting shall pass a resolution, unless otherwise provided for by the General Assembly.

47. In case of any equality of votes either on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a casting vote or the motion shall be declared lost.

48. No member shall be entitled to vote at any General Assembly unless they are duly registered by the company as an ordinary member.

49. Affiliate/Honorary members shall have no right to vote.

50. Notwithstanding the provisions of the foregoing article, Affiliate/Honorary members have a right to attend and participate in the deliberations at the General Assembly.

51. Members entitled to vote at the General Assembly of the company, or elect members at the meeting of the company, and voting members of such other companies and subsidiary bodies of the company approved by the executive committee to appoint proxies, shall be entitled to vote by proxy.

52. The instrument appointing a proxy shall be in Writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

53. A proxy need not be a member of the company.

54. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within Uganda as is specified for that purpose in the notice convening the meeting, not less than forty- eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

55. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-
BUSITEMA DEVELOPMENT INITIATIVE, being a company Limited by guarantee.
I/We, ……………………. , of …………….., being a member/members of the above-named company, hereby appoint …………………. , of , or failing him,………………. , of……………………. , as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] General Assembly of the company to be held on the day of…………….., 20… , and at any adjournment thereof.
Signed this …………. day of……………………………20……. ."

56. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit-
BUSITEMA DEVELOPMENT INITIATIVE
I/We ……………………….. , of ………………… , being a member/members of the above-named company, hereby appoint …………………………… of , or failing him, , of ………………… , as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] General Assembly of the company to be held on the………………………. day of ……………….. , 20….. , and at any adjournment thereof.
Signed this ………………Day of ……………………………… 20….

This form is to be used in favour of/against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit. .Strike out whichever is not desired."

COUNCIL OF ELDERS
57. There shall be a Council of Elders which shall be an advisory organ to the Board of Directors in the affairs of the Company.
58. The Council of Elders shall consist of the Chairperson and 4 members elected at the Annual General Assembly to represent the Geographical administrative units of Busitema as much as feasible.
59. A person shall qualify to be elected to the Council of elders if such a person is an eminent person in the community or has previously served on the Board of Directors of the Company with an impeccable record.

ELECTIONS TO THE COUNCIL OF ELDERS
60. The members present at the Annual General Assembly preceding that at which the Council of Elders is to be elected, shall determine the Geographical administrative units to be represented on the Council of Elders.
61. At least two (2) members from each of the Geographical areas determined from (60) above shall nominate a candidate for election to the Council of Elders representing that particular administrative/demographic unit.
62. The Chairperson of the Annual General Assembly shall preside over the elections of the members of the Council of Elders as returning officer.
63. A member shall be declared as duly elected to the Council of Elders by the returning officer after the member has obtained the highest number of votes by simple majority of the voting members present at the General Assembly.

MEETINGS OF THE COUNCIL OF ELDERS

64. The Council of Elders shall hold at least two (2) meetings annually, one of which shall be a joint meeting with the Board of Directors
65. At their first meeting after elections, the members of the Council of Elders shall elect from amongst their number a Chairperson and a Secretary of the Council of Elders.
66. The Secretary of the Council of Elders shall file all minutes of their concluded meetings with the Secretariat of the company for the custody of the Executive Director.

THE BOARD OF DIRECTORS
67. There shall be a Board of Directors elected at the Annual General Assembly.

68. The following shall be taken into account during the election of the members of the Board of Directors.
(a) Gender Balance
(b) Demographic/Age group Representation
(c) Membership to the Company
(d) Institutional Memory

69. The number of the Board of Directors shall not be more than eight (8) and not less than two, but the company may by ordinary resolution increase or reduce the number of directors.

70. The Board of Directors shall consist of :-
(a) The Chairperson and Vice Chairperson of the Board of Directors
(b) The Executive Director/Principal Adviser to the Board of Directors
(c) The Secretary
(d) The Treasurer
(e) Three members elected from the ordinary members of the company at the Annual General Assembly.
71. The functions of the Board of Directors shall be to:-
(a) Ensure, promote, cultivate and maintain the mission, vision, ideology, principles and philosophy of the company as approved by the General Assembly.
(b) Give advice on the management and operational issues and provide general leadership and direction to the company whenever the need arises.
(c) Promote the credibility and good image of the company, in particular to ensure the continuity of the company.
(d) Make policies to guide the company and monitor the implementation of such policies.
(e) Present the annual audited accounts and the annual budget of the company to the Annual General Assembly.
(f) Propose and monitor the implementation of the annual plans of action of the company.
(g) Set up policies on behalf of the company to guide the secretariat on the control and management of the income and property of the company and also on the entire management and superintendence of all other affairs and concerns in the company.
(h) Set up strategies for fundraising and effective management of the company finances.
(i) Admit persons to membership of the company, and shall have power to suspend, expel members as provided for in these articles upon approval of the General Assembly.
(j) Appoint the Executive Director and other senior management employees as shall be required from time to time.
(k) Set up policy guidelines to guide the recruitment, hiring or contracting of members of staff of the company.
(l) Arbitrate between conflicting parties within the company where need arises when called upon.
(m) Recommend to the General Assembly disciplinary actions against members of the company.
(n) Perform any other function that may be referred to it by the General Assembly from time to time.

72. A member of the Board of Directors shall cease to hold office if he/she:-
(a) Ceases to be a member of the company
(b) Fails to abide by his/her duties and responsibilities of the Board of Directors.
(c) Dies
(d) Suffers any disability that may incapacitate him/her in the performance of his/her duties.
(e) By notice to the company resigns from office.
(f) Becomes bankrupt, makes any declaration of insolvency, suspends payment or compounds with his/her creditors.
(g) Becomes certified of unsound mind.
(h) Is removed from office by a resolution of the company in the General Assembly.
(i) Is convicted by a competent court of an offence of corruption or moral turpitude.
(j) Is absent for three consecutive meetings of the Board of Directors without leave of absence, which leave shall not be unreasonably withheld by the Board of Directors.

73. In the event of all the office bearers wishing to resign, the chairperson of the Board of Directors shall submit a letter of resignation on their behalf and convene an emergency General Assembly to elect new members to the Board of Directors, provided that the chairperson and the treasurer shall cause themselves to be replaced from among the board, if they are unavailable for a period of six months.
74. A Member of the Board of Directors shall be indemnified by the company against all costs, losses and expenses for which he/she may become liable by reason of any act or omission in discharge of his/her duties unless the same happened through his/her own negligence, default, breach of duty of breach of trust.

PROCEEDINGS OF THE BOARD OF DIRECTORS
75. The Board of Directors shall meet to conduct its business on specific issues referred to it by the General assembly and other issues in an interval of at least once in three months.

76. The Board of Directors shall adjourn or otherwise regulate its meetings as it may think fit and determine the quorum necessary for the transaction of business.

77. Unless otherwise determined in accordance with the foregoing provision, four members present at such a convened meeting shall be the quorum.

78. Questions arising at any meeting shall be decided by a majority vote. In case of equality, the chairperson of the meeting shall have a second casting vote.

79. The agenda covering each meeting shall be sent to members not less than seven days before the meeting.

80. On the request of the chairperson or not less than three members of the Board of Directors, a Board of Directors meeting shall be convened by the chairperson not less than ten days and not more than fourteen days from the date of his/her receipt of the requisition.

81. The date of the meeting convened in accordance with the fore going provision shall not be altered without the approval of the majority of the members of the Board of Directors.

82. The meeting of the members of the Board of Directors for the time being at which a quorum is present shall be competent to exercise all the authorities, powers and discretion by or under the regulations of the committee for the time being vested in the Board of Directors generally.

83. A resolution in writing by all the members of the Board of Directors at a meeting convened on a requisition shall be as valid and effectual as If it had been passed at a meeting of the Board of Directors dully convened and constituted.

84. In the event of any dispute between the company and a member or servant of the company claiming indemnification under this article, the dispute shall first be referred to the Council of Elders and if it fails, it shall be governed by the Arbitration and Conciliation Act, Cap 4 Laws of Uganda 2000, and the decision thus reached shall be binding on both parties.

COMMITTEES OF THE BOARD OF DIRECTORS
85. The Board of Directors shall constitute from amongst their number committees of at least three members each for purposes of executing their functions
86. The following committees shall be mandatory;
(a) Membership and Appointments Committee
(b) Finance and Planning Committee
(c) Internal Audit Committee

THE SECRETARIAT
87. There shall be the secretariat of the company which shall be headed by the Executive Director.

88. The secretariat shall have other programme officers, employees and/or volunteers of the company and other relevant staff as shall be required from time to time and approved by the Board of Directors.

89. The secretariat shall act as a coordinating unit of the company and will implement policy decisions and programmes of the company as approved by the General Assembly and the Board of Directors.

THE EXECUTIVE DIRECTOR
90. There shall the Executive Director/Coordinator/Principal Advisor to the Board who shall be appointed by the Board of Directors with approval of the General Assembly; who will in turn recommend other senior staff to the appointments committee for appointment.

91. The Executive Director shall always be given contract of five years. After the expiry of his/her term can be renewed upon satisfactory performance.

92. The Executive Director shall cease to hold office upon the expiration of his/her tenure of office or such ground as will be determined by the Board of Directors.

93. The Executive Director shall be the staff representative to the Board of Directors with no voting rights.

94. The Executive Director shall be indemnified by the company against all costs, losses and expenses for which he/she may become liable by reason of any act or omission in discharge of his/her duties unless the same happened through his/her own negligence, default, breach of duty of breach of trust.

95. Duties of the Executive Director shall be to;
(a) Provide the overall management, guidance and supervision to the secretariat.
(b) In consultation with the Secretary, take and keep or cause to be taken and kept, the minutes of the Board of Directors meetings and the General Assembly, and to ensure that notices for such meetings are sent out on time at least fourteen (14) days before the concerned meeting.
(c) Keep an up-to-date register of members, establish and maintain contact with the company membership. Carry out all correspondences on behalf of the company.
(d) Propose new programmes to the Board of Directors and manage the implementation of approved work plans.
(e) Negotiate consultancies and partnerships on behalf of the company.
(f) Ensure quality control and standardization.
(g) In consultation with the Chairperson, call and organize General Assemblies as well as Board of Directors’ meetings and to ensure that minutes are always taken in the meetings.
(h) Be responsible for the preparation of all reports/documents of the company.
(i) Be responsible to the Board of Directors and the General Assembly, A-Z.
(j) Prepare all the financial and narrative reports on programmes as required by the Board of Directors and donor agencies.
(k) Monitor the financial position of the company and advise the Board of Directors accordingly.
(l) Prepare project proposals for funding as approved by the Board of Directors.
(m) Be responsible for all correspondences with donors and other companies on behalf of the chairperson and the Board of Directors.
(n) Be the accounting officer of the company and shall be the Principal signatory to the bank accounts of the company.
(o) Perform other duties that may arise from time to time.

THE CHAIRPERSON
98. Duties of the chairperson shall be to:-
(p) Be the chair of the Board of Directors of the company.
(q) Preside over all the meetings of the Board of Directors and the General Assembly, Provided that during his/her and Vice Chairperson’s absence members are at liberty to choose a temporary chairperson.
(r) Coordinate the activities of the Board of Directors and shall be answerable to the General Assembly.
(s) Ensure the effective management and deployment of the company resources and implementation of its policies, decisions and programmes.
(t) Be a signatory to the annual report to the General Assembly and to the bank account(s) of the company as set or approved by the Board of Directors.
(u) Report to the General Assembly about the programmes of the company.

THE VICE CHAIRPERSON
99. Duties of the Vice Chairperson shall be to;
(a) Assist the Chairperson in ex*****on of his/her duties
(b) Deputise the Chairperson in his/her absence

THE TREASURER
100. The Treasurer shall be responsible for
(a) Advising the Board of Directors on the management of all property and income of the company.
(b) Causing and supervising quarterly and annual financial reports to the Board of Directors and General Assembly respectively and shall cause the Executive Director to avail such reports for inspection to the members.
(c) Ensuring that all monetary transactions are implemented and cause the books of accounts to be audited annually by an external auditor appointed by the Board of Directors with the approval of the General Assembly.
(d) Advising the Board of Directors and Executive Director on matters relating to the fundraising of the company.
(e) Causing to obtain and acquire and property, equipment and such other resources that will enable the company to pursue and realize its objectives and goals.
(f) Reporting to the General Assembly and Board of Directors on the finances of the company.
(g) Safe keeping the moneys, financial records and other property of the company.
(h) Collecting all fees, donations, subscription or grants and other funds on behalf of the company.
(i) Draw up budgets and present financial statements
(j) Discharge of such relevant duties as may from time to time be assigned to him/her by the Board of Directors.
(k) Be a signatory to all Bank account(s) of the company.

101. In case of death or resignation or removal from office of the treasurer, the Board of Directors may choose from amongst themselves a person with the requirements of a treasurer to act as a treasurer until subsequent elections to the Board of Directors are held.

102. In case of absence of such a person referred to in the foregoing provision on the Board of Directors, the executive director, in consultation with the Chairperson of the Board of Directors shall call for an extra ordinary General Assembly wherein a bye election shall be held to fill the vacant position.

THE SECRETARY
103. The secretary shall be one of the directors duly elected at the General Assembly.

104. The secretary shall;
(a) Keep a full, complete and up to date record of the company affairs.
(b) Cause to be taken and kept the minutes of the meeting of the Board of Directors and of the General Assembly.
(c) Arrange for the meetings of the company on instruction of the Board of Directors and in consultation with the Executive Director.
(d) Be signatory to the report of the Board of Directors and to the Annual General Assembly.
(e) Do all such acts as are necessary for the efficient and effective running of the company affairs and the secretary’s office.
(f) Cause to be kept an updated register of all members of the company.

TENURE OF OFFICE OF BOARD OF DIRECTORS MEMBERS
105. The Board of Directors members shall serve for a period of three (3) years and shall always be eligible for re-election.

106. A member shall not be eligible for re-election to the Board of Directors for more than two (2) consecutive terms of office.

107. In case a member has not completed his/her term of office for any reason and is replaced, person appointed to fill that vacancy on the board shall serve the balance of the term left However, if the remaining period is one year, the replacement shall be entitled to serve two terms if elected. A period of six month shall not need a replacement.

THE SEAL /STAMP
108. The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors or of a committee of the directors authorized by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the Board of directors for the purpose.

109. The company shall have a seal kept at all times at the secretariat.

110. The seal of the company shall not be affixed to any instrument except on the authority of the Executive Director, who shall sign every instrument to which the seal shall be so affixed and if in favour of any person bona fide dealing with the company, such signature shall be conclusive evidence of the fact that the seal has been properly fixed.

FINANCIAL RESOURCES OF THE COMPANY
111. The financial resources of the Company shall consist of—
(a) Subscription fees from its members;
(b) Investments; and
(c) Donations
(d) Other sources as approved by the members, and shall be deposited to the company’s bank account(s).

112. The rate of subscriptions to the company by every member referred to in subsection 111(a) shall be determined by the members every year.

APPLICATION OF FINANCIAL RESOURCES
113. The financial resources of the company may, subject to the provisions of this articles of association be expended only for the following objects—
(a) Promotion of the objects of the company and to run its programmes set forth in these articles of association.
(b) the payment of salaries, allowances and expenses to officers of the company;
(c) the payment of expenses for the administration of the company, including audit of the accounts of the funds;
(d) the prosecution or defense of any legal proceedings to which the company or any member thereof is a party, when such prosecution or defense is undertaken for the purpose of securing or protecting any rights of the company as such or any rights arising out of the relations of any member thereof with his employer or with a person whom such member employs;
(e) the conduct of any trade dispute on behalf of the company or any member thereof;
(f) the compensation of members of the company for loss arising out of a trade dispute;
(g) allowances to members or their dependents on account of death, old age, sickness, accidents or unemployment of such members;
(h) the payment of subscription and fees to any federation to which the company, may be affiliated by law;
(i) any other object which the law may declare to be an object for which such financial resources may be expended,

114. No portion of the income of the company shall be paid or transferred directly or indirectly by way of dividend, bonus or in any way of profits to the members of the company, provided that nothing herein mentioned shall prevent the payment in good faith or remuneration to the officials or members of the company in return for any services naturally rendered to the company.

SUPERVISION OF FINANCES
115. Save as otherwise provided for in these articles of association, the Treasurer or staff of the secretariat shall receive and deposit all monies on the company’s accounts in a bank immediately upon such receipt.

116. The Chairperson, the Vice Chairperson, the Executive Director, the Treasurer shall be co signatories to the company’s Bank account/s with the Executive Director as Principal signatory.

117. The authority to spend and to withdraw funds of the company shall rest with the Board of Directors stated here in.

118. All transactions on behalf of the company shall be in the names of the company. The company shall not accept liabilities for financial transactions or negotiations under taken without the authority of company.
119. No person shall participate in the implementation programmes of the company whatsoever by reason of soliciting, mobilizing, funding, procuring or otherwise the money or other resources for the company unless his/her participation is approved in the general assembly by all members of the company.

ACCOUNTS
120. The directors shall cause proper books of account to be kept with respect to—
(a) All sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
(b) All expenses of the company; and
(c) The assets and liabilities of the company.

121. The financial year shall end on 31st December of each year.

122. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.

123. The books of account shall be kept at the registered office of the company, or, subject to section 147(3) of the Act, at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.

124. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorized by the directors or by the company in General Assembly.

125. The directors shall from time to time, in accordance with sections 148, 150 and 157 of the Act, cause to be prepared and to be laid before the company in General Assembly such profit and loss accounts, balance sheets, company accounts, if any, and reports as are referred to in those sections.

126. A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the company in General Assembly, together with a copy of the auditor’s report, shall not less than twenty-one days before the date of the meeting be sent to every member of, and every holder of debentures of, the company; except that this article shall not require a copy of those documents to be sent to any person of whose address the company is not aware or to more than one of the joint holders of any debentures.

AUDIT
127. Auditors shall be appointed and their duties regulated in accordance with sections 159 to 162 of the Act.

NOTICES
128. A notice may be given by the company to any member either personally or by sending it to the person’s email address or by sending it by post to him or her or to his or her registered address, or (if he or she has no registered address within Uganda) to the address, if any, within Uganda supplied by him or her to the company for the giving of notice to him or her. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of forty-eight hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

129. Notice of every General Assembly shall be given in any manner herein before authorized to—
(a) Every member except those members who (having no registered address within Uganda) have not supplied to the company an address within Uganda for the giving of notices to them;
(b) Every person being a personal representative or a trustee in bankruptcy of a member where the member but for his or her death or bankruptcy would be entitled to receive notice of the meeting; and
(c) The auditor of the company.

130. No other person shall be entitled to receive notices of General Assemblies.

AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION
131. Any member or members of the company may move and have his/her motion seconded to amend some provisions in the Memorandum and Articles of Association.

132. The Board of Directors shall give at least 21 days’ notice to the members of a meeting at which the Memorandum and Articles of Association are going to be amended before it takes place.

133. Amendments, alterations or additions to the memorandum and article of association of the company must be approved by at least two-thirds majority of the members at a General Assembly of the company.

134. Amendments, alterations or additions to the memorandum and article of association of the company shall not be effected/ implemented unless they have first been filed with the registrar of companies after the said approval.

INDEMNITY
135. Every member of the company or of the Council of Elders or of the Board of Directors, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him or her in din the ex*****on of his/her duties to the company.

WINDING UP
136. A motion to wind up the company may only be made at an extra- ordinary General Assembly.

137. A motion to wind up the company shall require a vote of at least two thirds majorities of all ordinary members of the General Assembly to be effective.

138. If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide among the members in specie or kind the whole or any part of the assets of the company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he or she deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

We, the several persons whose names, addresses and description are hereunto described are desirous of being formed into a company in pursuance of this Memorandum and Articles of Association.

NAME POSTAL ADDRESSES AND OCCUPATIONS OF THE SUBSCRIBERS SIGNATURE CONTACT
1 Mr. Egesa Ronald Leonard 0782442375
2 Mr. Wesonga Herbert 0752757359
3 Mr. Juma James 0772655625
4 Mrs. Munyira rose 0701457209
5 Mr. Anjoga Humphrey 0701091448
6 Mr. Ofubo David Philip 0772927357
7 Ms. Nahone Rhona 0706755063
8 Mr. Maloba Franklin 0787356680
9 Ms. Sanyu Helen Maleen 0777235446
10 Mr. Ojambo Moses 0751118352
11 Ms. Nabwire Caroline 0772314692
12 Ms. Nasirumbi Sylvia 0701429335
13 Mr. Maloba Ivan 0712835690
14 Mr. Roma Godfrey 0772448073
15 Mr. Egesa Wilson 0772401462
16 Mr. Wafula John 0772387490
17 Mr. Bakumba Hannington 0779666874
18 Mr. Wanyama Okumu 0702409249
19 Mr. Mukabira Joseph Wabwire 0772517541

Dated at Kampala this …………………….day of ……………………………2017

WITNESS TO THE ABOVE SIGNATURES

NAMES: …………………………………………………..

ADDRESS: …………………………………………..……

OCCUPATION: ……………………………………………

SIGNATURE: ……………………………………………..