MEMBERS’ AGREEMENT MAPATO GROUP CONSTITUITON

PREAMBLE The parties to this agreement hereinafter referred to as “members” enter into an understanding regarding the creation of an investment group which is for their financial benefit. The members will pool resources as determined below through membership fees and contributions which will go towards profitable investments as will be decided by members, for long-term growth and development. This agreement supersedes in all respects any other agreement or understanding whether written or verbal between the members, and is the basis of the members’ participation in the investment group. The members of this investment group include all those whose names and signatures appear in Schedule 1 attached to this agreement. 1 NAME & NATURE OF GROUP 1.1. The group is an investment group which shall be known as “ MAPATO Group” 1.2. Membership shall comprise Kenyan adult women who enter into this agreement with the understanding that it is a non-political non-partisan group for the sole ideal of enrisching group cohension and socilizim unity and benefit of generating wealth for its members through diverse investment vehicles OBJECTIVES OF GROUP 2.1. AIM - To combine members’ resources to generate wealth through incomegenerating investment vehicles 2.2. These will include but not be limited to: real estate, capital markets, etc 2.3. Members will be expected to act in good faith to achieve these objectives by availing the necessary resources and expertise and employing their best effort MEMBERSHIP 3.1. SUBSCRIPTION 3.1.1. All members will pay a non-refundable annual subscription fee of Ksh. 200 for administrative purposes 3.2. CONTRIBUTION 3.2.1. Contributions will be monthly by the 1st of every month (2,000), such quantities as to be set by members from time to time

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5.4. EXPULSION 3.6. Failure to do that will result in expulsion from the group with subsequent refunding of contributions less deductions . Only fully paid up members may participate in the group activities 3.7. However such expulsion shall only be after a hearing before an extraordinary members meeting.5.2.1. 3. 3.3. for purposes of starting the contribution refund process. Members shall be informed via SMS and at the next General Meeting.1. Any member desiring to resign from the investment group shall be required to submit their resignation in writing to the Secretary. PENALTIES 3.3.3. 200 payable together with the late contribution withi MEMBERS’ AGREEMENT – RULES & REGULATIONS 2 . who shall inform the Treasurer.3.4.MAPATO GROUP 3.4.3.3. Refund of contributions owing to the said member.2.4. Once suspended a member may only be reinstated within the following three (3) months by fully making good owed monies in that period 3. 3.1.3.6.2. New members will be admitted upon nomination by fellow members and ratification by a general meeting 3. A member may also be expelled from the investment group if their actions are found to be detrimental to the smooth running of the group’s affairs. Failure to remit monthly contributions on time will attract a penalty fee of Kshs.2. A member may resign from the investment group but a one (1) months notice period will be given and in that period the member need not contribute further. SUSPENSION 3. Failure to remit monthly contributions for a consecutive period of three (3) months will attract suspension 3. On expulsion from the group. RESIGNATION 3.1.000 3. New members will be required to achieve the level of current members’ contribution in the initial 2 year build-up period.2.2. there will be subsequent refunding of contributions less deductions . ADMISSION 3. will be calculated and communicated to the member for collection upon expiry of the notice period 3. 10.2. Thereafter.7. less deductions. 3. 3.1.6.5.5. joining rules will be determined by members.6. 3. 3.

To take and circulate minutes of all group scheduled and extraordinary meetings in a timely way 4.1.MAPATO GROUP 3.1. 4 OFFICE BEARERS 4.2.2.1. Treasurer and organizing secretary 4.1.2. To be the custodian of all group documents and records except those of a financial nature 4. the said member will have to wait for their refund until such a time as is practically possible.1. REFUNDS 3.2.3. 4.1.1. CHAIRPERSON 4.3. TITLES & TERMS OF OFFICE 4.2.1.8.1.2.1.8. DUTIES & RESPONSIBILITIES 4. However. To make correspondence for and on behalf of the group where applicable 4.8.4. if all the investment group’s monies are tied up in illiquid investments. resignation or expulsion from the investment group are subject to deductions to cater for administrative and investment costs. SECRETARY 4. VICE-CHAIRPERSON 4.1.2. subject to change as may be determined by members when the need arises.2.4. 4.3. Vice-Chairperson.1.2.1.2.3.3.2.2.3.2.1. MAPATO Group shall have office bearers who shall be elected by members as follows: Chairperson.2. Deduction levels are set at 10% of total contributions.2.3.2. To ensure good order and conduct of group members in as far as club activities are concerned 4. To preside over all meetings of elected officials and all other general members’ meetings 4. To make all communications on behalf of the Group 4.2.2.2. 3.3. 3. To deputize for the Chairperson in the Chairperson’s absence 4.2.8. To carry out any other duties as shall be specified from time to time on behalf of the Chair 4. Bearers shall hold office for a period not exceeding one (1) year from the date of the last election. Refunds of contributions by members subsequent to suspension. To acknowledge receipt of members’ contribution by way of deposit slips or Electronic Funds Transfer .2. Persons holding such office are eligible for re-election but not for more than 1consecutive terms.no direct receipt of actual money will be allowed MEMBERS’ AGREEMENT – RULES & REGULATIONS 3 . TREASURER 4. Secretary.2.

3. The Executive Committee shall comprise the above mentioned officers who shall be charged with the overall responsibility of managing and directing the affairs of the Group 4.3. refunds made.5.2.2. To provide monthly financial reports on the status of group accounts: members contributions. To prepare the Annual Financial report for presentation at AGM until such a time as the Group starts making investments at which point Audited Accounts will be required.MAPATO GROUP 4.3. death 4. Annual General Meetings – at least of all members should be present 5.1. However. Weddings 4.3. etc 4.2. NOTICES 5.2.2.5.5.1.5. Extraordinary Meetings . To keep and update financial records of the group: members’ contributions.2.1.1.3.AGM’S shall be held once every year at which elections of all office bearers shall take place and the Annual Audited Financial report presented to members 5.these may be called from time to time by the Chairperson in consultation with members as and when the need arises 5.3.3.2. investments made.2.2. General Meetings – at least 50% of members should be present 5.1.3.2.4. other committees may be created on an ad hoc or permanent basis as the members of the group shall see fit 5 MEETINGS 5.4.4.1. Extraordinary Meetings can be called as soon as possible MEMBERS’ AGREEMENT – RULES & REGULATIONS 4 .1. Extraordinary Meetings – at least 2 office bearers and 50% of members should be present 5.4.1.2. QUORUM 5. Notice to hold meetings shall be for a period of not less than: 5.2.5.2. End year abe agree with members.2.2. 4. etc 4. payments for investments by the group. 4.5. COMMITTEES 4. Twenty-one (21) days for the Annual General Meeting 5.4.4. dividend pay-outs. to the services it receives from financial institutions. To ensure the Group gets the best return for its money from the most cost-effective accounts held.5.2.2.1. General Meetings – GM’s shall be held at least once every three (3) months and a meeting calendar shall be set at the beginning of every Group year 5. TYPES OF MEETINGS 5.1.2. refunds.5.2. Annual General Meetings . penalties charged.5.2.3. 4.2. graduation 4.1. Fourteen (14) days for General Meetings 5.6.

4. not less than twenty-four (12) hours to the meeting time.2.g.2.7. 5. any other member of the Executive Committee shall take the chair.1. a member must communicate to the Chair or Secretary their non-attendance.4. members are expected to act in good faith. In emergency situations. 5.6.2. at an appropriate time 5. 5. each members opinion is highly valued and their input required MEMBERS’ AGREEMENT – RULES & REGULATIONS 5 .1.4. For any interruption. In the absence of both the Chair and Vice-Chair. 5. The Secretary shall record the minutes of each meeting in English.3.2.4.6. Such notices shall be in writing (e-mail) and shall indicate the date. No alcohol consumption is allowed during meetings 6 FUND MANAGEMENT 6. a member shall seek permission from the chair.5. The minutes are to be circulated within seven (7) days of the meeting.1.2. In order to be officially absent from meetings. RESOLUTIONS 5. 5. 5.2. Resolutions shall be decided through Proposing and Seconding in the event that they are unanimous. will be exempt from meetings as the membership determines 5. As such.1. 5. MINUTES 5.5.4. those abroad). Members may not leave a meeting without excusing themselves to the Chair.3.1. 100 deductible from contributions 5.7. Certain members. 5. A speaking member shall have the right to be heard without interruption save for the chair. time and place of such a meeting as well as the Agenda 5. 5.2.6.2. where a member is absent without notice. However. All members shall be required to maintain a high standard of discipline and self-control during sitting 5.7. Wealth generation through investment is the group’s primary objective 6. Members arriving late must NOT interrupt the meeting but settle in and continue with the meeting 5.4. if not. by nature of their geographical location (e.7. Once a resolution is passed by members. voting will take place and a simple majority will carry the day.2. penalties will not be levied.5.3.2. Proxy forms are to be filled in by members who are not present and maintained with the Secretary.3.1. it is to be written and signed by all members (and by proxy for those not present) and implemented.7.MAPATO GROUP 5. PENALTIES 5.5.3. CONDUCT DURING MEETINGS 5.4. Penalties for absenteeism without notification will be Kshs.7.7.

3.1 6.3.2. The process is as follows: 6.4. Monthly contributions are geared 85% towards investment and 15% towards cost of investment (legal fees.6.2.4. INVESTMENT POLICY 6.3.1. Investment returns can either be re-invested or distributed as dividend 7 BANK ACCOUNT & SIGNATORIES MEMBERS’ AGREEMENT – RULES & REGULATIONS 6 .6.3.1.6.1. Investment ideas are generated through the general membership 6.6.5.1.2. Upon debate and agreement by the general membership.MAPATO GROUP 6. The Executive Committee collates these proposals and presents an Investment Paper to the general membership 6. Penalties are bonuses earned by the Group through member defaults and may be used towards administrative and investment costs or straight to the bottom line 6.1.6. Any member proposing an investment.1. etc) 6. opening and operating investment accounts/brokers.3. the prevailing idea (s) is confirmed through a Resolution and implemented 6.2.4. An Investment Sub-committee is then elected by the members to conduct due diligence on the said project (s) 6. INCOME POLICY 6. LOAN POLICY 6.1.4.2. search fees.1.2.2. penalties and investment returns 6. Annual subscriptions are for administrative purposes as outlined in 3. The Investment Sub-committee presents its Report to the membership 6. No dividends will be payable to the membership for at least two (2) years from inception in order to build critical financial mass 6.3.2.6. Thereafter.3. compiles a detailed proposal of the project and forward to the Executive Committee 6.2.5.1. Regular progress updates are then provided by the Investment SubCommittee 6.4. The Group can however borrow funds from financial institutions by the agreement of members through passing of a Resolution 6. monthly contributions.5.3. Members will not be accessing personal loans through the investment group 6.5.3. All monies contributed are geared towards accessing investment opportunities 6.2.2. dividend policy will be recommended by the Executive Committee with input from members 6. DIVIDEND POLICY 6.1.3. Income will be regarded as proceeds from: annual subscriptions.1.6.3.3.5.

2. Any member whose integrity is in question and who may be found to be involved in acts that compromise the rest of the members will face disciplinary action to be recommended by members at a special general meeting.1.2. interference with laid down procedure or any other behavior construed as lack of integrity. In the event of death of a member. Upon dissolution. an independent person agreed upon between the Parties 9.3.1.1.2.2. Integrity will be a principal factor in the relationship of all members. Next of Kin Information 10. a lawyer practicing in the Republic of Kenya of not less than ten (10) years standing and acceptable to the disputing parties 9. etc 9.MAPATO GROUP 7. if the matter in dispute is principally: 9. The books shall be audited on an annual basis by an external auditor 8.1.1. GROUP CLOSURE 10. Secretary and Treasurer plus two (2) other members 7. Any other matter.2. Some of the acts that may lead to disciplinary action include but are not limited to: non-disclosure of interest. MAPATO Group shall operate a CHAMA current account with Bank of The signatories to the account shall be six (6) – the Chair. Vice-Chair. Disputes between members having to do with Group affairs shall be arbitrated by a committee appointed by the general membership 9. Members will work jointly in the closest co-operation with each other in regard to all the matters relating to the Group – attending meetings. corruption. 8 OVERSIGHT 8. the arbitrator shall be. The Group shall be wound up upon a Resolution by an Extraordinary General Meeting and upon approval of such a resolution by at least twothirds (2/3) of ALL members 10. giving input and ideas. 10. ALL transactions will require ANY three (3) signatories. 9 10 TERMINATION / WINDING UP OF OPERATIONS 10. Failing the above mechanism.1.2. conflict of interest. voting where required. assets and losses of the Group shall be apportioned to all members equally.1.1.1. income. A legal matter.4. Such audit reports shall be availed to members and read to them at the AGM DISPUTE RESOLUTION & CO-OPERATION 9. DEATH OF A MEMBER 10.3.1.2. the Next of Kin shall be informed MEMBERS’ AGREEMENT – RULES & REGULATIONS 7 .1.2. liabilities. The Group’s accounts and financial records shall be available for inspection by any member from time to time upon three (3) business days’ notice to the custodian of the records 8.2.2.

8. If for any reason on the death of a member.2.1. 10.2.3.5. Process 10.2. deposits or other interest shall be vested 10. deposits.2.4.2.2.e.3. Every member shall nominate one or more persons to whom on her death. the Group may make payment to the personal representative or recognized heirs of the deceased member 10.2. A member who prefers more than one person as nominee shall be required to specify the percentage of shares.3.3 applies 10.2. shares. a nominee does not exist. After payment of the deceased members’ shares.MAPATO GROUP 10.2. The Next of Kin form shall be treated as a confidential document 10.2. Nominees 10. dividend or any other interest to be transferred/paid to each nominee in the event of death 10.2.2.2. In this regard. the Group shall pay to the nominee (s) the value of the deceased members’ shares. After documentary proof has been obtained of death of a member.1. deposits.2. the Group’s obligations shall be discharged 2.2. dividend or any other interest to the nominee (s).3.1.2. A member has the right to change her nominee (s) in writing and signed by the member in the presence of two witnesses who are members of the Group 10.2. Discharge 10.2.2.4. below eighteen (18) years.2.000/= as death contribution of a member. MEMBERS’ AGREEMENT – RULES & REGULATIONS 8 . each member must fill in current Next of Kin forms and maintain this with the Secretary 10. the member will have to nominate a Guardian to represent the interest of the nominee minor.2. dividend or any other interest WITHOUT any further deductions as soon as possible but not later than 90 days unless Clause 3.4. deposits. In the event that the nominee is a minor i.3. Such appointment shall be attested by two witnesses who are members of the Group 10.1.2.1.