You are on page 1of 29

THE REPUBLIC OF UGANDA

THE TRUSTEES INCORPORATION ACT, CAP.165


CONSTITUTION
OF
WHOLE FOOD NUTRICARE CLUB TRUST

A Constitution to provide for the establishment of Whole Food Nutricare


Club Trust, its membership, management of the Trust and for the other
matters connected therewith and or related thereto.

1. PREAMBLE
1.1 The idea of creating the above mentioned Trust was conceived by
Eng. Swaibu Mulinya (herein referred to as the Founder ) after
experiencing lifestyle induced health complications or illnesses which
included diabetes, hypertension, gout/ arthritis and ulcers that
seriously incapacitated him for fifteen years. He narrowly escaped
death but eventually became totally blind.
1.2 The Founder subsequently recovered from the illnesses and regained
his eye sight. He reviewed what had happened to him and noted that
he attained very satisfactory recovery through using Whole Food
Nutricare remedies, doing regular exercise and tactfully
managing stress related situations. Therefore, he decided to
dedicate his life to promoting healthy lifestyle not only for himself
but also for the community/ public.
1.3 After consultations made by the Founder with key stakeholders,
namely: M/S Kisekka Moses, Mbabaali Abbey, Jonathan
N.Tibisaasa, Muramira Paddy, Lugoolobi Simon, Allosous Kaganda
Bakidde, Josua Katabaazi and Guloba Yefusa (herein referred to as
the Life Members) , it was decided to start the Trust.

2. NAME
There is hereby established a Trust to be known as WHOLE FOOD
NUTRICARE CLUB TRUST (herein referred to as the Trust).
3. CHARACTER
The Trust is a voluntary and not-for- profit organization which brings
together persons who believe that wellness of a human being can be
attained, in a large measure, through good nutrition, exercise and stress
management.
4. OBJECTIVES
4.1 To educate members about the nutritional values of many types of
food.
4.2 To avail high nutritional value foods to the members at discounted
rates.
4.3 To embrace and promote healthy living styles among the members.
4.4 To support members in their hour of need especially as they grow
older.
4.5 To provide at reasonable cost homes, residences, guest houses and or
sanatoriums for the senior members of society particularly at a time
when their families cannot physically attend to them and yet they
have financial means.
4.6 To research the nutritional value of foods and disseminate the findings
to members in a periodic newsletter/ magazine and avail it to them
free of charge or provide the information on video and or audio at a
reasonable cost.
4.7 To research members questions regarding foods and provide answers
free of charge.
4.8 To encourage members to grow their food organically or procure their
provisions from approved organic sources.

4.9 To promote nutritional education to the community/ public at large.


4.10 To offer nutritional support to disadvantaged members of the
community/ public. This will be facilitated by grants, donations and
surplus income from trading activities of the Trust.
4.11 To sponsor advanced nutrition education at institutions of higher
learning.
4.12 To start facilities that offer nutrition education and research.
5. STARTING THE TRUST FUND
5.1 The Founder and the Life Members have mutually agreed to start the
Trust Fund; and the Fund shall be established and or started by
contributing Uganda shillings five hundred thousand only
( Ugx.500,000) per person on or before the execution of this
Constitution.
5.2 The Founder and the Life Members shall each contribute to the fund a
subscription fee of Uganda shillings two hundred thousand (Ugx.
250, 000) per annum, EXCEPT that the fee shall be revisable from
time to time by the Executive Committee established herein below.
6. POWERS OF THE TRUST
6.1 To accept donations, grants, contributions and bequests; earn income
from projects; carry out fund raising activities; obtain loans and get
funds from other lawful sources.
6.2 To acquire, hold, manage and deal in land and other property whether
movable or immovable; and to obtain accruing income in furtherance
of the Trusts objectives.
6.3 To employ and remunerate any person it deems desirable, including a
member of the Trust.
6.4 To carry out such other activities or projects which the Executive
Committee, with approval of the Foundation Committee established
herein below, may consider being beneficial to the Trust in
furtherance of its objectives.

7. SOURCES OF FUNDS AND OR PROPERTY


7.1 Initial contribution by the Founder and the Life Members.
7.2 Membership entrance fees.
7.3 Annual subscription fees from members.
7.4 Donations, grants, contributions, bequests, income from projects, rent,
loans and funds from other lawful sources.
7.5 Trading activities by the Trust, including revenue from Whole Food
restaurants operated by or in conjunction with the Trust.
7.6 Newsletters, videos, audio and or related communication material.
7.7 Conferences and Seminars.
8. USES OF FUNDS
8.1 Administration expenses not exceeding 30% of all funds.
8.2 Implementing the objectives of the Trust which are of capital nature
and maintenance at 70% or more of all funds.
8.3 All funds obtained from donors shall strictly be used to offer
nutritional and any other support to the needy members of the
community/ public in line with the objectives of the Trust.
9. MEMBERSHIP
9.1 Categories of members of the Trust shall be:9.1.1 The Founder
9.1.2 The Life Members
9.1.3 Ordinary Members
9.1.4 Family Members
9.1.5 Associate Members
4

9.1.6 Honorary Members


9.2 Qualification for Membership
9.2.1 The Founder:
a) He conceived the idea of starting the Trust and did a lot
of preparatory work before the start.
b) He has made a commitment to living a healthy lifestyle
and accepting to be guided by the objectives of the Trust.
c) He has contributed Uganda shillings one million (Ug.
Shs.500,000) for starting the Trust Fund.
d) He has undertaken to pay a subscription fee of Uganda
Shillings Two hundred Fifty thousand (Ug. Shs. 200,000)
per annum, EXCEPT that the fee shall be revisable from
time to time by the Executive Committee.
e) For avoidance of doubt, the Founder shall have a life time
membership, PROVIDED that this category of
membership shall automatically cease to exist upon death
of the Founder.
9.2.2 The Life Members
a) They participated in starting the Trust and did a lot of
preparatory work before the start.
b) They have committed themselves to living healthy
lifestyles and accepting to be guided by the objectives of
the Trust.
c) Each member has contributed Uganda Shillings one
million (Ugx. 500,000) towards starting the Trust Fund.
d) They have undertaken to pay a subscription fee of
Uganda Shillings two hundred fifty thousand (Ugx.200,
000) per person per annum, EXCEPT that the fee shall be
revisable from time to time by the Executive Committee.
5

PROVIDED that other persons shall be eligible for admission to Life


Membership where a persons application addressed to Executive
Committee is approved by the General Meeting on recommendations of
the Foundation Committee, the Board of Trustees and the Executive
Committee.
9.2.3 OrdinaryMembers
a) They are members who accept and practice principles of
healthy lifestyle.
b) A person shall pay a one-off entrance or membership fee
to be prescribed by the Executive Committee and an
annual subscription fee of Uganda shillings one hundred
thousand (Ug. Shs.100,000), EXCEPT that the entrance
and the subscription fees shall be revisable from time to
time by the Executive Committee.
9.2.4 The Family Members
a) Membership is accorded to one man, his one wife and
their child/ children (if any) below the age of eighteen
(18) years.
b) The members believe and practice the general principles
of healthy lifestyle.
c) The members shall collectively pay a one-off entrance or
membership fee to be prescribed by the Executive
Committee and an annual subscription fee of Uganda
shillings one hundred and fifty thousand (Ug. Shs.150,
000), EXCEPT that in the case of polygamous marriages
an extra Uganda shillings fifty thousand (Ug. Shs.50,000)
shall be paid for or by an additional wife and her
child/children below the age of eighteen(18) years per
annum, EXCEPT FURTHER that the entrance and the
subscription fees shall be revisable from time to time by
the Executive Committee.
9.2.5 Associate Members

a) A member is a student below the age of eighteen (18)


years, attending an institution of higher learning or a
vocational institute, believing and practicing the general
principles of healthy lifestyle and whose parents are not
in the Family Membership category.
b) The member shall pay a one-off entrance or membership
fee to be prescribed by the Executive Committee and an
annual subscription fee of Uganda shillings five thousand
(Ug. Shs.5, 000), EXCEPT that the entrance and the
subscription fees shall be revisable from time to time by
the Executive Committee.
9.2.6 The Honorary Members
a) They are members who for various reasons will be
invited from time to time by the Executive Committee to
take up this membership.
b) The membership shall be for one year and renewable.
c) A member under this category shall have no voting
rights.
d) The following shall be qualifications for one to be invited
to be an honorary member:
i.

A distinguished member of the community who


has excelled in Nutritional Science and donates
some or all of his research findings to the Trust.

ii.

A distinguished member of the community who


has invented Whole Foods Processing system
without destroying their nutritional values and has
donated such a process to the Trust or has
substantially financed the acquisition of that
process.

iii.

A distinguished farmer who uses pure organic


means to produce Whole Foods and donates such
foods in substantial quantities to the Trust.
9.3 Procedure for admission to membership
7

9.3.1 The Founder and Life Members shall automatically become


members upon signing this Constitution PROVIDED that new
Life Members may be admitted as stipulated under 9.2.2
above.
9.3.2 In the case of Ordinary, Family and Associate memberships, a
member obtains admission upon:
a) His/her application being accepted by majority of
members of the Executive Committee at their meeting;
and
b) Payment of prescribed entrance and annual subscription
fees, whereupon his/her particulars shall be entered in the
Trusts register of members.
9.3.3 Fees payable in the various categories of members shall be
determined and revised by the Executive Committee from time
to time.
9.3.4 An Honorary Member shall be admitted upon accepting in
writing an invitation of the Executive Committee.
10. BENEFITS OF MEMBERS
10.1 Using recreational facilities of the Trust free of charge to engage in
physical exercises.
10.2 Participating in fellowships that discuss matters of healthy
lifestyles.
10.3 Buying whole foods from the Trusts stores/ shops at reasonably
subsidized prices.
10.4 Enjoying whole food meals at the Trusts chain of restaurants
which shall be established throughout the country at reasonably
subsidized prices.
10.5 Accessing all nutritional information in custody of the Trust free of
charge, SAVE that information on video and or audio shall be
provided at a reasonable cost.
8

11. RIGHTS AND DUTIES OF MEMBERS


11.1 No member shall engage or participate in, or condone any act that
may be detrimental to the Trust, and it shall be the duty of every
member to do his/ her utmost to promote the Trusts objectives.
11.2 Every member shall with due diligence attend every meeting of the
Trust which he/ she is eligible to attend and of which he has been duly
notified.
11.3 As good character is a prima facie consideration for membership,
every member shall conduct himself/ herself in an exemplary manner
so as to boost the image of the Trust and in particular every member
shall refrain from any act involving moral turpitude on his/ her part.
11.4 A member who acts in breach of any of the duties imposed on him/
her by the preceding article may be suspended pending further action
of the Trust.
11.5 Every member shall have a right to have his/her particulars entered
on the Register of Members and shall have the right to inspect such
register at any reasonable time of the day during working hours
without payment of any fee.
11.6 Every member having paid the subscription fee as prescribed shall
have a right to participate in the activities of the Trust through the
General Meeting and shall have a right to vote at such meetings on
the basis of one man one vote, EXCEPT that Associate Members and
minors among Family Members shall have no voting rights.
12. CESSATION OF MEMBERSHIP
12.1 A person shall cease to be a member:12.1.1Upon his/ her death;
12.1.2Upon his/ her voluntary resignation;
12.1.3Upon being expelled by the General Meeting on the
recommendation of the Executive Committee;
12.1.4Upon ceasing to be of sound mind;
9

12.1.5Where he/ she fails without reasonable cause to attend FIVE


consecutive meetings of which he has been duly notified;
12.1.6Upon dissolution of the association; or
12.1.7Where he/ she fails to pay his/ her membership or subscription
fees within six months on notification to settle the same.
PROVIDED that cessation of membership by resignation shall become effective
upon giving one month notice by the resigning member to the Chairperson of
the Executive Committee.
12.2 A person who has ceased to be a member but is desirous of having
his/ her membership reinstated may make an application to the
Executive Committee for that purpose, and every such application
shall be considered on its merits.
12.3 Where a persons application under Article 12.2 hereof is not
granted by the Executive Committee, he or she may, within twenty
one (21) days after the decision of the Committee, refer the matter to
the Board of Trustees for handling as provided in Article 13.2.2 (d) of
the Constitution.
12.4 A person who is not satisfied with the conflict management by the
Board shall have a right to appeal the matter to the Foundation
Committee;
PROVIDED always that the appeal shall be made within fifteen (15) days from
when the Boards verdict was made or ought to have been made.

13. ORGANS OF THE TRUST


13.1 The Foundation Committee:
13.1.1Subject to the provisions of 9.2.1e) above, there shall be a
Foundation Committee comprising the Founder and the Life
10

Members and the Committee shall be the Custodian of the


objectives of the Trust. All new ideas and projects shall be
vetted by this Committee to ensure that they are in line with the
original objectives.
13.1.2The Foundation Committee shall have and exercise appellate
powers in conflict resolution mechanism within the Trust and
the Committees decision shall be final.
13.1.3The decisions of the Foundation Committee in 13.1.1 above
shall be unanimous and final PROVIDED that ninety percent
(90%) of the members are present at the time of taking the
decisions.
13.1.4There shall be a Chairperson and a Secretary of the Foundation
Committee and the offices shall be held as follows:
a) The first Chairperson shall be the Founder, Eng. Swaibu
Mulinya, who shall hold office for five (5) years.
b) The Secretary shall be appointed by the Foundation
Committee Chairperson for four (4) years.
c) The offices of the Chairperson and the Secretary shall
subsequently be filled every five (5) and four (4) years
respectively through elections by members of the
Foundation Committee.
d) The Chairperson shall have powers to appoint committee
members to assist him/her in the execution of the
Committees work, and while doing its work the
Foundation Committee shall have powers to regulate its
proceedings.
13.2 The Board of Trustees
13.2.1The Trust shall have a Board consisting of five (5) Trustees who
shall be Ugandan citizens elected by the Annual General
Meeting on the recommendation of the Foundation Committee;
EXCEPT that the first Board of Trustees shall consist of the
Founder and four(4) persons elected by the Foundation
11

Committee from among Life Members during the first/


inaugural meeting of the members ; and the first Board
members shall hold office for five (5) years and be eligible for
re-election by the General Meeting.
13.2.2There shall be a Chairperson and a Secretary of the Board of
Trustees elected every five (5) years by the Trustees from
among themselves.
13.2.3The Founder shall be an ex-official of the Board of Trustees.
13.2.4Tenure, functions and duties of the Board of Trustees:
a) To hold office for a period of five (5) years and be
eligible for re-election every five (5) years.
b) All the movable and immovable properties of the Trust
shall be vested in the Board of Trustees who shall be the
sole custodian of such properties and hold them in trust
for the Trust PROVIDED it is hereby understood that this
shall not in any way give the Trustees a right to
individual ownership of the properties.
c) Oversee the performance of the Executive Committee
with powers to suspend the entire Committee or some
members of the Committee in the event of the Committee
or some of the Committee members acting contrary to the
Trusts set procedures and values. In the circumstances
where the Board of Trustees suspends the entire
committee, the Board of Trustees will within sixty (60)
days convene an Extraordinary General Meeting for
purposes of giving the meeting reasons for suspending
the Committee and for the Meeting to take appropriate
action.
d) The Board of Trustees shall act in the interests of all
members and the various organs of the Trust and shall act
impartially. Where a conflict arises in the Executive
Committee and the Administration, between the
Executive Committee and a member, and at the General
Meeting, the Board of Trustees shall act as arbitrator,
conciliator and mediator in the matter.
12

e) The Board of Trustees shall be required to provide


information concerning the state of the Trust to the
Annual General Meeting.
f) The Board shall be responsible for instituting or
defending any legal action in the Trusts name and settle
or adjust any claim by or against the Trust.
g) The Board of Trustees shall exercise their duties and
powers given to them under this Constitution and shall
delegate such duties and powers to the Executive
Committee for the smooth running of the Trust.
h) Be removed from office by three quarters of a vote at a
General Meeting, provided that any Trustee may, if she/
he wishes, resign from his/ her office by notifying the
Annual General Meeting at its scheduled meeting.
i) Where a member or members of the Board of Trustees is/
are removed from office under the preceding provision,
the member/ members shall have a right to appeal the
General Meetings decision to the Foundation Committee
within fifteen (15) days from the date of the General
Meetings decision.
j) In the event of a vacancy occurring on the Board, the
Board Chairperson shall within thirty (30) days inform
the Foundation Committee and the Executive Committee
about the vacancy and cause the Executive Committee to
convene an Extra Ordinary General Meeting to elect a
replacement, EXCEPT that such a replacement may take
place at the next scheduled Annual General Meeting if it
is due within four(4) months from the occurrence of the
vacancy.
k) The Board of Trustees shall be ex officio members of the
Executive Committee and shall be entitled to attend
meetings of the Executive Committee but they will not
have voting rights and their presence shall not be counted
for the purpose of a quorum.
13.2.5A person shall cease to be a Board Member upon:
13

a) His/ her death.


b) His/ her voluntary resignation.
c) Ceasing to be sound mind.
d) Expiry of his/ her term.
e) Being too incapacitated to perform, his/ her duties.
f) Being absent from meetings of the Board without
justifiable cause for four (4) consecutive meetings.
g) Occasioning discredit or endangering the welfare and
progress of the Trust.
h) Being removed or expelled by a resolution of a threequarters majority of the General Meeting upon
recommendation of the Executive Committee.
13.3 The Executive Committee:
13.3.1The Executive Committee shall comprise of the following
officials, elected from among the Founder, the Life Members,
Ordinary Members and the adult members in the Family
Member category:
a)
b)
c)
d)

The Chairperson
The Honorary Secretary
The Honorary Treasurer
Three Committee Members

13.3.2The Executive Committee shall be the governing authority of


the Trust and shall conduct the affairs of the Trust in accordance
with this Constitution and guidelines issued by the General
Assembly from time to time, and have the following
responsibilities;
a) To oversee the day-to day running of the Trusts affairs;
b) To formulate policies and plans, execute, supervise and or
evaluate programs of the Trust;
14

c) Enter into contracts on behalf of the Trust, borrow and/ or


raise money on behalf of the Trust;
d) Engage and terminate services of senior staff and junior
employees as necessary;
e) Frame rules, regulations and guidelines as may be
necessary for the smooth conduct of the affairs of the
Trust and present them to the General Meeting for
approval;
f) Liaise with such other organizations, institutions , in the
public and private sectors that have similar or related
objectives;
g) Implement the policy decisions of the General Assembly/
Meeting.
13.3.3The Executive Committee may from time to time set up
committees or sub-committees composed of its members as
may be deemed expedient, and may delegate to such
committees or sub-committees some of its powers and duties as
may be deemed necessary and co-opt any active member for a
particular purpose or task as the case may be.

13.3.4Roles of office bearers of the Executive Committee.


a) The Chairperson:
The Chairperson shall be the Chief Executive Officer of
the Trust and shall perform all such duties as are
commensurate with the office of a chief executive
including the following:i.

Presiding over meetings of the Executive


Committee as well as the Annual and Extra
15

Ordinary General Meetings; and where he/she is


absent, such a person as the members present may
elect, shall preside at the meeting.
ii.

Overseeing implementation of policy and technical


decisions in day to day operations. He/ she shall be
assisted by experts drawn from either the
Secretariat set up by the Executive Committee
or the public majoring in such courses as
Marketing, Nutrition , Science, Finance, Law,
Human Resource, Corporate Affairs, Logistics,
Engineering, Food Production who shall be hired
and remunerated as approved by the General
Meeting on recommendation of the Foundation
Committee and the Board of Trustees; and for
avoidance of doubt the Chairperson / Chief
Executive Officer shall be remunerated as
approved by the General Meeting on
recommendation of the Foundation Committee
and the Board of Trustees.

iii.

Executing or causing to be executed the provisions


of orders, rules, regulations, and by- laws of the
Trust.

b) The Hon. Secretary:


The Hon. Secretary shall be charged with general
administrative duties in relation to the Trusts business.
Without prejudice to the generality of this provision, the
Hon. Secretarys duties shall include the following:i.
ii.
iii.
iv.
v.
vi.

Preparing the agenda for and summoning meetings;


Attending and taking minutes for the meetings;
Preparing reports for the Executive Committee;
Controlling records and/ or documents and
ensuring that they are always in safe custody;
Controlling and having general responsibility over
the official correspondence of the Trust;
Accepting service of any legal process of the Trust,
in the event that the matter in question has not been
referred to the Trusts lawyers;
16

vii.
viii.
ix.

Updating and keeping in safe custody the register


of members;
Keeping in safe custody the Common Seal of the
Trust;
Performing such other duties as may from time to
time be assigned to him by the Executive
Committee.

c) The Hon. Treasurer:


The Hon. Treasurer shall be charged with the general
management of the Trusts financial affairs and his/her
duties shall include the following:i.
ii.
iii.

iv.
v.
vi.
vii.
viii.

Receiving and collecting all monies payable to the


Trust and issuing receipt in that connection;
Banking the Trusts money;
Keeping proper records of the Trusts income and
expenditure and of its assets, liabilities, capital,
reserves and generally to keep proper books of
accounts;
Ensuring that the Trusts money and securities are
at all times securely kept;
Ensuring that all payments and/or expenditures are
duly authorized and documentarily accounted for;
Preparing and presenting to the Executive
Committee monthly financial statements;
Preparing annual accounts including a Balance
Sheet for presentation by the Executive Committee
before the Annual General Meeting.
Complying with all financial directives of the
Executive Committee.

d) Committee Members:
A Committee Member shall attend Executive Committee
Meetings and avail himself/ herself for assignments by
the Executive Committee.
14. TENURE OF OFFICE OF THE EXECUTIVE COMMITTEE
14.1 Members of the Executive Committee shall upon election by the
General Meeting remain in office for a period of five (5) years and
17

shall be eligible for re-election at the Annual General Meeting for one
or more term in the same post.
14.2 For avoidance of doubt, it is hereby expressly provided that in the
Trusts interest to draw from his vast experience in nutritional
remedies and related matters, the Founder shall be the first
Chairperson and Chief Executive Officer of the Executive Committee
during the Trusts formative years of five (5) and his tenure may
subsequently be renewed by the General Meeting.
15. TERMINATION OF SERVICE AND RETIREMENT OF
EXECUTIVE COMMITTEE MEMBERS
15.1 Any office bearer or member of the Executive Committee other
than the first Chairperson/ Chief Executive Officer, may have his/ her
services terminated by the General Meeting on the following
grounds:a) Unbecoming conduct;
b) Failure to satisfactorily perform his/her duties or attend
meetings without reasonable cause on four (4)
consecutive occasions;
c) Incapacity due to ill health or insanity;
d) Failure to comply with the aims and objectives of the
Trust or omitting to abide by this Constitution.
15.2 Any officer referred to in 15.1 above shall be given fourteen (14)
days notice of intention to terminate his/ her services and shall be
entitled to be given a hearing by the General Meeting before a
decision is made.
15.3 The officer whose services are terminated the General Meeting
shall have a right to appeal the meetings decision, within twenty one
(21) days after the decision, to the Board of Trustees for handling in
accordance with Article 13.2.3(d) of this Constitution.
15.4 Where the affected officer is not satisfied with the outcome of his
or her appeal to the Board of Trustees under Article 15.3 hereof, he/
she will have a right to appeal to the Foundation Committee within
fifteen (15) days after the decision of the Board.
15.5 Any member of the Executive Committee may resign voluntarily
from office if he/she is no longer interested in serving, leaves the
18

country for more than 6(six) months, or is unable to serve due to


other commitments elsewhere.
15.6 Any member of the Committee may, if he/she wishes, resign from
his/her office by sending his/her resignation in writing to the
Executive Committee, PROVIDED that notice of intention to resign
shall be given to the Committee three months in advance.
15.7 Any member of the Executive Committee who has been removed
from office or retired shall be replaced in accordance with the
provisions set out herein and his /her replacement term of office shall
be deemed to have started running from time of such replacement.
16. MEETINGS
16.1 Meetings of the Foundation Committee
16.1.1There shall be as many meetings of the Foundation Committee
as Committee members may wish to have, EXCEPT that the
meetings shall not be less than four (4) in a year.
16.1.2A meeting of the Foundation Committee shall be convened by
the Committee Chairperson, EXCEPT that a committee meeting
may take place upon requisition addressed to the Chairperson
by four (4) committee members.
16.1.3 The Foundation Committee and its sub-committees established
under Article13.1 hereof shall determine procedure to regulate
their meetings.
16.2 Meetings of the Board of Trustees.
16.2.1Every meeting of the Board shall be called by a ten (10) days
notice in writing (including e-mail or sms), PROVIDED that a
meeting shall not withstanding that it is called by a shorter
notice than specified in this Article be deemed to have been
duly called if it is so agreed by members entitled to attend.
16.2.2Accidental omission to give notice of a meeting to or nonreceipt of notice of a meeting by any person entitled to receive
such notice shall not invalidate the proceedings.

19

16.2.3The Board may meet together for the discharge of business,


adjourn and otherwise regulate their meetings as they deem fit,
EXCEPT that the Board shall hold a meeting at least once every
two months and PROVIDED that the Chairperson of the Board
shall preside over the Board Meetings and in his /her absence
the Board members shall have powers to elect from among
themselves a presiding Chairperson for the purpose of that
particular meeting.
16.2.4Questions arising at the Board meeting shall be decided by
Consensus, UNLESS a poll is demanded by fifty per centum
(50%) of members present; and in case of equality of votes, the
Chairperson or any other presiding person shall have a second
or casting vote.
16.2.5The quorum necessary for transaction of the business of the
Board shall be three (3) members including the Chairperson of
the Board or a person elected a presiding Chairperson as
provided for under Article 16.2.3 hereof.
16.2.6The Board may invite any person considered to be an expert in
an area of discussion to attend any of its meetings and such a
person may take part in deliberations of the Board BUT he/she
shall have no right to vote.
16.2.7The proceedings of any meeting of the Board shall be valid not
withstanding any vacancy among the members or defect in the
appointment of any of them.
16.2.8The Board may delegate any of its powers to a number or
numbers of the Board and the delegate shall in exercise of the
powers so delegated conform to any regulations that may be
imposed by the Board.
16.3 Meeting of the Executive Committee
16.3.1The Executive Committee shall determine the procedure to
adopt at their meetings and those meetings shall be regulated
accordingly.
16.3.2Executive Committee Meetings shall be held at least once in a
month but may also be held at such other time or times and at
20

such a place or places as the Executive Committee may decide


from time to time.
16.3.3No business shall be transacted by any Executive Committee
Meeting unless a quorum is present when the meeting proceeds
to business.
16.3.4The quorum at every Executive Committee Meeting shall be
three(3)members of the Committee including the Chairperson
present in person.
16.3.5The decisions of the Committee shall be arrived at by consensus
and in case of a disagreement, a question shall be put to vote
and where there is equality of votes, the Chairperson or any
other person presiding shall have a second or casting vote.
16.4 The General Meeting
16.4.1The General Meeting of the members shall constitute the
plenary session of the Trust, and every member shall be entitled
to notice of such meeting and a right to attend.
16.4.2The General Meeting shall be held at least once in every
calendar year at such time and at such place as may be
determined by the Executive Committee. Such General Meeting
shall be called ANNUAL GENERAL MEETING.
16.4.3Any other meetings of members other than the Annual General
Meeting shall be called Extra-Ordinary General Meetings.
16.5 The Annual General Meeting:
16.5.1THIRTY (30) DAYS WRITTEN NOTICE shall be circulated to
members in advance specifying the purpose for which the
Annual General Meeting shall be convened.
16.5.2It shall be the duty of the Annual General Meeting to review
and appraise the activities and operations of the Trust and its
officials and members. And without prejudice to the generality
of the powers and functions of the General Meeting, the Annual
General Meeting composed of adult paid up members and
Honorary Members shall in particular have power to do the
21

following, EXCEPT that Honorary Members shall have no


voting rights:
a) Consider, confirm or amend any of the minutes of the
previous General Meeting;
b) Consider the Auditors Report, resolve any issues
reported and approve the audited accounts;
c) Consider the reports of the Board of Trustees and the
Executive Committee;
d) Elect or remove members of the Board of Trustees;
e) Elect or remove members of the Executive Committee;
f) Give directive to the Executive Committee where
necessary;
g) Confirm the admission of members in accordance with
this Constitution;
h) Appoint the Trusts auditors;
i) Consider and approve estimates of income and
expenditure (budget) for the ensuring year;
j) Transact any other business.
16.5.3Procedure at Annual General Meetings:
a) The Executive Committee shall so soon after the
expiration of a calendar year, or at any other suitable
time, at its discretion, convene an Annual General
Meeting of the Trust.
b) The date of the meeting shall be fixed by the Executive
Committee, of which notice shall be given to the
members at least thirty days before that date.
c) Members desiring to put forward any resolution for
discussion at a General Meeting shall give notice thereof
22

to the Secretary not later than fourteen (14) days before


the date of the meeting.
d) One-third of all the members of the Trust shall form a
quorum at the Annual General Meeting.
e) Except as otherwise provided herein, all decisions of
matters in dispute shall be by majority vote of members
present and entitled to vote.
f) The Chairperson of the Executive Committee shall
preside at the General Meeting or in his/her absence any
other person elected by the members shall chair the
meeting.
g) The Chairperson or another person presiding at the
General Meeting shall have a second or casting vote in
the event of equality of votes.
h) Voting on all matters before the General Meeting shall be
by show of hands, with the exception of election or
removal of members of the Board of Trustees and the
Executive Committee, which shall be by secret ballot
unless members unanimously agree otherwise. For the
avoidance of doubt there shall be no voting by proxy.
16.6 Extra Ordinary General Meetings:
16.6.1Under special circumstances an Extra-Ordinary General
Meeting shall be summoned by the Executive Committee for
purposes of discussing urgent matters relating of the Trust.
16.6.2Notice of such meeting shall be circulated to members at least
FOURTEEN (14) DAYS in advance specifying the purpose for
which the meeting shall be convened.
16.7 Quorum:
16.7.1For all purposes the quorum at all Annual and Extra-Ordinary
General Meetings shall be one-third of paid up members.
PROVIDED that those persons whose membership may at the
material time have been suspended shall not be reckoned in
determining the quorum.
23

16.7.2If within an hour from the time appointed for the meeting a
quorum is not present, the meeting shall be adjourned to another
date at the same time; and the presiding Chairperson shall cause
the next date of the adjourned meeting to be advertised in such a
manner as may suffice to reasonably bring it to the attention of
those who may have missed the meeting; and if at the adjourned
meeting a quorum is not realized within an hour from the time
appointed for the meeting, the members present shall constitute
a quorum.
17. LEGAL ADVISOR
17.1 There shall be a Legal Advisor for the Trust who shall be appointed
by the Executive Committee subject to approval at the Annual
General Meeting.
17.2 The Legal Advisor shall give legal and other necessary advice and
counseling to the Executive Committee as far as the day to day affairs
of the Trust are concerned, and perform such duties as is normally
expected of a Legal Advisor.
17.3 The Legal Advisor shall serve for a period of three (3) years and
shall be eligible for re-appointment.
17.4 The Legal Advisors services may be terminated by the Executive
Committee subject to approval by the Annual General Meeting under
the following circumstances:
17.4.1If he/ she becomes of unsound mind;
17.4.2Upon dissolution of the partnership under which he/ she may be
practising;
17.4.3Upon being disbarred from practising as an Advocate by the
Law Council;
17.4.4Where he/ she fails without reasonable cause to attend four (4)
consecutive meetings of which he/ she has been duly notified;
17.4.5Where he/ she fails to perform his/ her duties to the satisfaction
of the Executive Committee in particular and the Trust in
general.
24

18. ELECTIONS:
18.1 At every meeting of the Trusts organ where elections are to be
held a returning officer shall be appointed immediately before the
elections, and he or she shall thereupon take charge of the elections.
18.2 For every office in respect of which elections are to be held the
returning officer shall first call for nominations from the floor (that is,
the electorate) and every nomination shall be seconded before it can
be voted upon, save any nomination that is declined by the nominee.
19.FINANCES
19.1 The funds of the Trust shall consist of:19.1.1Entrance fees;
19.1.2Annual subscription fees;
19.1.3Donations;
19.1.4Surplus funds resulting from operations and activities of the
Trust;
19.1.5Money from fundraising;
19.1.6Loans;
19.1.7Money from such other source that the Trust may lawfully and
morally consider appropriate.
20. BANKING
The Trust shall have such Bank Account(s) as are recommended by the
Executive Committee and the said account or accounts shall be operated by the
following office bearers as signatories: the Chairperson of the Executive
Committee as the principal signatory together with the Hon. Secretary and the
Hon. Treasurer.
21. THE COMMON SEAL
25

21.1 There shall be a Common Seal of the Trust which shall be kept in
the safe custody of the Hon. Secretary.
21.2 The seal shall not be affixed to any instrument except by the
authority of the Executive Committee or the Board of Trustees as the
case may be.
21.3 The seal shall be authenticated by signatures of any one Trustee,
the Chairperson of the Executive Committee and the Hon. Secretary.
22. BOOKS AND RECORDS
22.1 The Trust shall keep books in a proper manner, and from time to
time up-date such books (including books of accounts) and records as
may from time to time be directed by the Executive Committee. In
particular, but without prejudice to the generality of the Executive
Committees powers under this Article, the following books and
records shall be kept, namely;
22.1.1The Register of Members;
22.1.2Minute Books;
22.1.3Books of Accounts;
22.2 The Register of Members:
22.2.1The Register of members shall be kept and from time to time
updated to register new members and it shall be entered therein
the following particulars in respect to each member:a) His/ her name, age, occupation and address;
b) Date of application for membership;
c) Date when he/ she was entered in the register as a
member;
d) Date when he/ she ceased to be a member.
22.2.2The register of members shall during business hours be open to
inspection by any member without charge and to any other
person on payment of a prescribed fee for each inspection.
22.2.3The register of members may be closed during the fourteen days
immediately preceding every Annual General Meeting and at
26

such time or times and for such period as the Executive


Committee may from time to time determine: PROVIDED
always that it shall not be closed for more than thirty (30) days
in a year.
22.2.4If the name of the person is without sufficient cause entered in
or omitted from the register of members, it shall be rectified so
as to make good the false entry, omission or default.
22.3 Minute Books:
22.3.1The Trust shall keep and maintain separate minute books in
respect of proceedings of:a)
b)
c)
d)
e)
f)

The Foundation Committee;


The Board of Trustees;
Executive Committee Meetings;
Sub-Committee Meetings;
General meetings;
Departmental meetings;

22.4 Books of Accounts


22.4.1The Executive Committee shall cause such accounts to be kept:
a) Of the assets and liabilities of the Trust.
b) Of all sums of money received and expended by the Trust
and the matters in respect of which such receipts and
expenditures take place ; and
c) Of all sales and purchases of goods or property by the
Trust as are necessary to give a true and fair view of its
affairs and to explain its transactions.
22.4.2The books of accounts shall always be open to inspection by
members of the Executive Committee.
22.4.3The books of accounts will be audited at the end of every
financial year by an auditor to be appointed at the Annual
General Meeting.
23. REGULATIONS
27

The Executive Committee may make such regulations not being


inconsistent with the provisions of this Constitution, as may be expedient
for the conduct of the Trusts affairs, in accordance with the powers
vested in it by this Constitution: PROVIDED that such regulations when
made shall be laid before the General Meeting for approval, without
prejudice to their application in the interim period.
24. AMENDMENT
The Constitution or any part thereof may be amended by the General
Meeting upon passing a Special Resolution by three-fourths of the
members present and voting at such a Meeting. PROVIDED that the
quorum of the meeting at which the resolution of amendment is to be
passed shall be one half of all members eligible to vote.
25. DISSOLUTION
25.1The Trust may be dissolved upon a motion moved at a General
Meeting by a Special Resolution of three-fourths of the members
present and voting. PROVIDED that the quorum at such meeting shall
be constituted by no less than three-fourths of all the members eligible
to vote and that upon dissolution the assets of the Trust shall not be
distributable amongst the members BUT shall be distributed among
organizations having similar objectives.
25.2A notice for a motion of dissolution of the Trust shall be served
upon the Hon. Secretary at least three (3) months before the meeting at
which it is proposed to move the motion.
26. MISCELLANEOUS
All matters not covered by these Articles shall be dealt with in accordance
with the powers vested in the members present at an Annual General
Meeting or ExtraOrdinary General Meeting.

DATED, SIGNED and CERTIFIED at KAMPALA this ..day


of..2014 by the FOUNDATION COMMITTEE:
28

Designation

Name

Signature

The Founder

Eng. Swaibu Mulinya

Life Member

Kisekka Moses

...

Life Member

Mbabaali Abbey

...............

Life Member

Jonathan R. Bishuba

Life Member

Aloysius Kaganda Bakidde .

Life Member

Muramira Paddy ..

Life Member

Lugoloobi Simon ...

Life member

Guloba Yefusa

Life member

....

Joshua Katabaazi

DRAWN BY:M/s Tumusiime, Kabega & Co. Advocates


Plot 9 Yusuf Lule Road, Kampala
P.O. Box 21382
KAMPALA

29