The Constitution One Heart

8/2/2019 The Constitution One Heart

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THE (DRAFT)

CONSTITUTION

P.O. BOX 7146 KAMPALA

Tel.

Email: [email protected]


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MEMORANDUM OF ASSOCIATION

OF

ONE HEART CLUB

1 Establishment:

The name of the Company is "ONE HEART CLUB.

2. Registration

The Registered Office of the Company will be situated at Nsambya , MakindyeDivision, in the Republic of Uganda on the following contacts: 0702999007,

0772465644, 0712841821, e-mail: [email protected]

3. Objectives

The objects for which the Company is established are:

a) To create a fund that will help members of the club engage n developmental

activities.

b) To participate in all activities geared towards supporting members of the club.

c) To promote Christian and Buganda culture moral valuesd) .. help members keep in a social group

e) . Help members develop in all aspects

4. Fundraising

In addition to fulfilling the above objectives the organization shall raise finances for

development expenditure and its activities through: -

Contributions, donations, gifts, from individual members

Subscription fees from member

Investing or accumulating any funds so raised - expanding

Make raised fund s accrue an interest at a specified rated

5. Membership
mailto:[email protected]:[email protected]


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Membership shall be open to all persons of good will who aspire and are willing to

subscribe to the objectives of the club. The liability of the members is limited

Every member of the company undertakes to contribute such amount as may be

required to the assets of the company if it is wound up whilst that person is a member or

within one year of the cessation of that person as a member, for payment of the

companys debts and liabilities and the costs, charges and expenses of winding up and

for the adjustment of the rights of the contributories amongst themselves.

6. Signatories to the Memorandum of Association

We, the several persons whose names and addresses have been subscribed hereunder for the

purpose described in the Memorandum of Association as desirous of being formed into a

Company in pursuance of the Memorandum of Association objects under Act .. of . .

No Name Address Designation Signature

1 Mr. KafeeroEmmanuel

Jinja Technician

2 Mr. B.M. Ssevviri Nsambya, Kampala Engineer

3 Mr. Richard Kamya Nsambya, Kampala Accountant

4 Mr. Godfrey Mujuzi Rubaga, Kampala Technician/Lecturer

5 Ms. Teopista Nassali Nsambya, Kampala Caretaker

6 Ms. Juliet Mutyaba Kisubi, Busiro Administrative Assistant

Dated

WITNESS to the above signatures

ARTICLES OF ASSOCIATION

7. Membership

Membership of the company is open to any of the following

Family members being adults and their children under the age of 18 (eighteen) who pay

the family member subscription annually.


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Such other persons as may be approved by the members.

An ordinary member being an individual who pays the ordinary members subscription

annually

A Life member being an individual who pays the life membership subscription annually

One has to be seconded by a member to join the club

Membership of the company is not transferable and will end immediately in any of the following

events:

The death of a member

The companys receipt of a written resignation of a members

Written resolution of the Executive committee

Failure to pay any subscription within the due date for payment

Found to be lunatic or become of unsound mind

Fails to attend three consecutive family meetings without sound reasons.

misbehaves in public and tarnishes the good name of company

Becomes a public Nuisance.

By decision of the club dis ciplinary committee

8. Definitions

In this memorandum of association unless the subject or context otherwise require:

Club means ONEHEART CLUB

Act means Uganda Companies Act, 1987.

Chairman means the chairman of the Executive Committee.

Executive Committee Meeting means the meeting of Executive Committee of the CLUB.

Member Secretary means secretary of the executive committee of One Heart Club

Treasurer means a person authorized to act in that capacity by the Club.

Year means the year commencing from 1st January ending 31st December of the subsequent

year.

9. Executive Committee of the Company

a) The Executive Committee shall be responsible for the day to day functioning of the

company.


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b) The names and addresses occupations and designations of the present members of

the executive committee to whom the management of the company is entrusted are as

follows:

No Name Address Position Signature

1 Mr. Emmanuel Kafeero Jinja Chairman

2 Mr. B.M. Ssevviri Nsambya, Kampala Vice-Chairman

3 Mr. Richard Kamya Nsambya, Kampala Treasurer

4 Mr. Godfrey Mujuzi Rubaga, Kampala Publicity Secretary

5 Mrs. Juliet Mutyaba Kisubi Entebbe General Secretary

6 Mr. Francis Mulindwa Nsambya, Kampala Member

7 Ms. Teo Nassali Nsambya, Kampala Member

8 Mrs. Josephine Kafeero Kisubi, Busiro Member

The term of office for executive members shall be for one year. However they will be eligible for

re-nomination. Once in every year, a list of the office bearers of the Company shall be filed with

the Registrar of the Companies.

10. Subscription and Funds of the Company

The Company shall receive subscription in the form of funds that shall consist of the following:

a) Grants - in aid, other grant of money, securities, fees, negotiable instruments, other forms of

assistance from other sources, and individuals.

b) All donations to the Club shall be made in the name of One Heart Club. The designated

officer would issue a receipt to every donor. All donations received shall be unconditional and

irrevocable.

c) The Company may by a resolution authorize one or more members of the executive

committee to operate the bank account.

11. Meeting (s) of the Executive Committee

a. The Executive committee shall ordinarily meet once in two months or more often if necessary.

b. The Chairman of the Executive Committee may convene Special Meeting of the Executive

Committee to consider any matter of special importance or urgency or on the written requisition

of not less than one thirds of the members of Executive Committee specifying the purpose for

which the meeting is proposed to be called.


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Notice of the Meetings

A written notice issued under the hand of secretary or any other member of the Company so

authorized in this regard shall convene every meeting of the Executive committee. Every notice

calling for the meeting of the Executive Committee shall be issued to every member not lessthan one week before the day fixed for the meeting.

In the case of special meetings notice shall be issued three days before the day fixed for the

meeting.

Quorum

One half of the total membership in position shall constitute the quorum for any meeting. In case

of inadequate quorum in a meeting the meeting shall be adjourned to a date and time as fixed

by the presiding officer and in such cases no quorum shall apply.

If a quorum is not present within half an hour of the time appointed for a meeting, the

meeting, , shall be dissolved; in any other case it shall stand adjourned to such day and

at such 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.

Presiding Officer

The Chairman of the Company shall preside over the meetings of the Executive Committee. In

the absence of the Chairman the members present shall choose one from amongst themselves

to preside over the meeting.

Powers, Rights and Duties of the Executive Committee

The Executive Committee shall be responsible for the management and administration of the

affairs of the Company in accordance with the rules and bye-laws made hereunder for the

furtherance of the objects and shall have all powers which may be necessary or expedient for

the purpose including:-

(a) To lay down broad policies to carry out the purpose of the Club.

(b) To review and sanction budget estimates.


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(c) To sanction expenditure as necessary on the activities included in the approved plans and

proposals.

(d) To create posts and recruit and appoint staff.

(e) To propose byelaws, including amendments to existing bye-laws, for consideration.

(f) To approve the Annual Reports.

(g) The executive committee may by resolution appoint one or more sub committee for such

purpose and with such powers as may be specified by it.

(h) The executive committee can delegate any of its functions to the Secretary or any other

member, individually or jointly as deemed necessary.

(i)To receive grants-in-aid, accept other grant of money, gifts, donations and contributions in

kind or cash, securities, fees, negotiable instruments, other forms of assistance from other

sources and enter in to any agreement or arrangements for receiving such assistance.

(j) To acquire by gifts, purchase, exchange, lease or otherwise land, buildings or other and

immovable properties together with all rights pertaining thereof.

(k) To enter into agreement for and on behalf of the Company.

(l) In case of difference of opinion among the members on an issue at any meeting the opinion

of the majority shall prevail.

Resolution by circulation

Any business in respect of which the Chairman is satisfied that the matter is urgent and that it is

not possible to hold a meeting of the Executive Committee in the near future, such urgent

business, may be carried out by circulation amongst all its members and any resolution so

circulated and approved by majority of members of the Executive Committee shall be effective

and binding

Office Bearers

Chairman

a. Chairman shall preside over all the Executive committee meetings.

b. Chairman shall coordinate the efforts of various Executive Committee members for the

development of the Club.


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c. The Chairman shall be the sole and absolute authority to judge the validity of the votes cast

by members at all Executive committee meetings.

d. In case the votes for and against a particular issue are equal, the Chairman can exercise

his /her casting vote.

e. The Chairman may direct the Secretary to call a special meeting of the Executive Committee

at a short notice whenever necessary.

f. The Chairman shall present the report of the Executive Committee meetings of the Club in the

meetings of the General Meeting.

Member Secretary

a. The Secretary shall be responsible for the day to day management of the affairs of the

Company subject to the terms and conditions of the Executive Committee. He/she shall

exercise such powers as may be delegated to him from time to time by the Executive

Committee.

b. He/she shall be responsible for management of staffs both full times of the Club. He/she shall

exercise control and discipline over the employees of the Company.

c. To purchase articles and materials including Drugs and Equipment needed for the Company

and for carrying out the objectives of the Company.

d. He/she shall arrange for the audit of the accounts of the Club by the auditors appointed by

the General Meeting of the Company.

e. He/she shall convene the meetings of the Executive Committee, and shall prepare the

agenda for the meetings and minutes of such meetings for circulation to the members.

f. The Secretary in consultation with the Chairman shall execute all contracts on behalf of the

Company

g. For the purposes of the section 6 of the Companies Registration Act, 1987 (applicable to the


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National Capital Territory of Uganda), the person in whose name the Company may sue or be

sued shall be the Secretary of the Club.

h). The Secretary shall convene the meetings of the General Meeting ; prepare the agenda for

the meetings and minutes of such meetings for circulation to the members.

i). The Secretary shall sign all deeds and documents on behalf of the Club according to the

directions of the General Meeting.

j). The Secretary shall be responsible for the coordination for the execution of all policies

adopted in different meetings of the General Meeting.

Nothing in these rules and regulations shall prevent the Chairman and Secretary from

exercising all powers of Executive Committee in case of emergencies for furtherance of the

objectives of the Company and action taken shall be reported to the Executive Committee at the

next meeting of the Committee and ex post-facto approval.

10. Funds of the Company Accounts and Audit

The funds of the Company shall be spent on the following items

a. promotion of the aims and objectives of the Club.

b. The payment of salaries, allowances and expenses to the persons employed by the Club.

c. The payment of expenses for the administration of the Company including office

maintenance, traveling expenses, audit of the accounts of the General Meeting funds etc. of the

Company.

d. The payment for any legal proceedings which the Company or any member if authorized by

the Company thereof is a party when such proceedings are undertaken for the purpose of

securing or protecting the rights and interest of the Company and its members subject to section

6 of the Companies Registration Act, 1987

11. Accounts of the Company


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a. The funds of the Company shall be deposited in one or more accounts opened with a

nationalized bank. The bank account of the Company will be operated under the signatures of at

least two persons so authorized by the executive committee.

b.The executive committee at its discretion can allow cash balance that may be held by the

Secretary to meet sundry expenses of the Company.

12. Keeping of Accounts

The Executive Committee shall arrange for the proper maintenance of accounts with respect to:

a. All sums of money received and expended by Club and the matters in respect of which

receipts and expenditure take place.

b. All sales and purchases of goods by the Club and

c. The assets and liabilities of the Club.

13. Financial Year

The accounting year for the Company will be from Ist January to 31st December. The annual

income and expenditure accounts and balance sheet of the Company shall be presented at theannual General Meeting within five months of the close of the accounting year, duly audited by

the competent auditor nominated by the General Meeting.

14. Audit

The accounts of the Company shall be audited annually by the expenditure incurred in

connection with the audit of accounts of the Company shall be payable by the Company. The

auditors shall gave the right to demand production of books, accounts, vouchers and other

documents and papers and to inspect the offices of the Company.

15. Annual List of Executive Committees


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Once in every year a list of the office bearer and members of the Governing of the Company

shall be filed with the Registrar of the Companies, Uganda as required under Section 4 of the

Companies Registration Act 1987 then entrusted with the management of the affairs of the Club

16. Legal proceedings

The Company may sue or be sued in the name of the Chairman / Secretary as per provisions

laid down under the Companies Registration Act 1987.

17. Amendment of the Constitution

Amendment to the above Memorandum and Rules may be effected by the General Meeting

either at its ordinary or special meeting provided due notice of the proposed amendment or

amendments is given to the convenor of the General Meeting and not less than four weeks priorto the meeting and provided due notice has been given of such amendment or amendments for

consideration by a special meeting of General Meeting. At such meeting the amendment shall

be carried if not less than two thirds of the members present and voting, vote in favour of the

proposed amendment.

18. Dissolution and adjustment of affairs

If on the winding up or dissolution of the Company there shall remain, after the satisfaction of all

the debts and liabilities, any property whatsoever, the same shall not be paid to or distributed

among the members of the Company or any of them and shall be consistently utilized with the

objectives of the Club and will be dealt in such a manner as the State Government may

determine.

19. Applicability of the Act

All the provisions of the under all the sections of the Companies Registration Act of 1987 of

Uganda as applicable shall apply to this Company.

Dated

WITNESS to the above signatures

The Constitution One Heart

Documents

Transcript of The Constitution One Heart