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THE REPUBLIC OF UGANDA
THE TRUSTEES INCORPORATION ACT, CAP.165
CONSTITUTION
OF
WHOLE FOOD NUTRICARE CLUB TRUST
A Constitution to po!i"# $o t%# #st&'(is%)#nt o$ W%o(# Foo" Nuti*&#
C(u' Tust, its )#)'#s%ip, )&n&+#)#nt o$ t%# Tust &n" $o t%# ot%#)&tt#s *onn#*t#" t%##it% &n" o #(&t#" t%##to.
1. PREA-BLE
1.1 The idea of creating the above mentioned Trust was conceived by
Eng. Swaibu Mulinya (herein referred to as “the Founder “) after
exeriencing lifestyle induced health comlications or illnesses which
included diabetes! hyertension! gout" arthritis and ulcers thatseriously incaacitated him for fifteen years. #e narrowly escaed
death but eventually became totally blind.
1. The Founder subse$uently recovered from the illnesses and regained
his eye sight. #e reviewed what had haened to him and noted that%# &tt&in#" !#/ s&tis$&*to/ #*o!#/ t%ou+% usin+ W%o(# Foo"
Nuti*&# #)#"i#s, "oin+ #+u(& #0#*is# &n" t&*t$u((/
)&n&+in+ st#ss #(&t#" situ&tions. Therefore! he decided to
dedicate his life to romoting healthy lifestyle not only for himself but also for the community" ublic.
1. %fter consultations made by the Founder with &ey sta&eholders!
namely' M"S ise&&a Moses! Mbabaali %bbey! onathan
*.Tibisaasa! Muramira +addy! ,ugoolobi Simon! %llosous aganda
-a&idde! osua atabaai and /uloba 0efusa (herein referred to as
“the ,ife Members1) ! it was decided to start the Trust.
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. NA-E
There is hereby established a Trust to be &nown as 2#3,E F334
*5T678%6E 8,5- T65ST (herein referred to as “the Trust1).
. CHARACTER
The Trust is a voluntary and not9for9 rofit organiation which brings
together ersons who believe that wellness of a human being can be
attained! in a large measure! through good nutrition! exercise and stress
management.
2. OB3ECTI4ES
2.1 To educate members about the nutritional values of many tyes of
food.
2. To avail high nutritional value foods to the members at discounted
rates.
2. To embrace and romote healthy living styles among the members.
2.2 To suort members in their hour of need esecially as they grow
older.
2.5 To rovide at reasonable cost homes! residences! guest houses and or
sanatoriums for the senior members of society articularly at a time
when their families cannot hysically attend to them and yet they
have financial means.
2.6 To research the nutritional value of foods and disseminate the findingsto members in a eriodic newsletter" magaine and avail it to them
free of charge or rovide the information on video and or audio at a
reasonable cost.
2. To research members $uestions regarding foods and rovide answers
free of charge.
2. To encourage members to grow their food organically or rocure their
rovisions from aroved organic sources.
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2.7 To romote nutritional education to the community" ublic at large.
2.18 To offer nutritional suort to disadvantaged members of the
community" ublic. This will be facilitated by grants! donations and
surlus income from trading activities of the Trust.
2.11 To sonsor advanced nutrition education at institutions of higher
learning.
2.1 To start facilities that offer nutrition education and research.
5. STARTING THE TRUST FUND
5.1 The Founder and the ,ife Members have mutually agreed to start the
Trust Fund: and the Fund shall be established and or started bycontributing 5ganda shillings five hundred thousand only
( 5gx.;8onstitution.
5. The Founder and the ,ife Members shall each contribute to the fund a
subscrition fee of 5ganda shillings two hundred thousand (5gx.
=;8E+T that the fee shall be revisable from
time to time by the Executive 8ommittee established herein below.
6. POWERS OF THE TRUST
6.1 To accet donations! grants! contributions and be$uests: earn income
from ro?ects: carry out fund raising activities: obtain loans and get
funds from other lawful sources.
6. To ac$uire! hold! manage and deal in land and other roerty whether
movable or immovable: and to obtain accruing income in furtherance
of the Trust@s ob?ectives.
6. To emloy and remunerate any erson it deems desirable! including a
member of the Trust.
6.2 To carry out such other activities or ro?ects which the Executive
8ommittee! with aroval of the Foundation 8ommittee established
herein below! may consider being beneficial to the Trust in
furtherance of its ob?ectives.
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. SOURCES OF FUNDS AND OR PROPERT9
.1 7nitial contribution by the Founder and the ,ife Members.
. Membershi entrance fees.
. %nnual subscrition fees from members.
.2 4onations! grants! contributions! be$uests! income from ro?ects! rent!
loans and funds from other lawful sources.
.5 Trading activities by the Trust! including revenue from 2hole Food
restaurants oerated by or in con?unction with the Trust.
.6 *ewsletters! videos! audio and or related communication material.
. 8onferences and Seminars.
. USES OF FUNDS
.1 %dministration exenses not exceeding A
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7.1.6 #onorary Members
7. :u&(i$i*&tion $o -#)'#s%ip
7..1 The Founder'
&; #e conceived the idea of starting the Trust and did a lot
of rearatory wor& before the start.
'; #e has made a commitment to living a healthy lifestyle
and acceting to be guided by the ob?ectives of the Trust.
*; #e has contributed 5ganda shillings one million (5g.Shs.;"; #e has underta&en to ay a subscrition fee of 5ganda
Shillings Two hundred Fifty thousand (5g. Shs. = er annum! E>8E+T that the fee shall be revisable from
time to time by the Executive 8ommittee.
#; For avoidance of doubt! the Founder shall have a life time
membershi! +63D74E4 that this category of
membershi shall automatically cease to exist uon death
of the Founder.
7.. The ,ife Members
a) They articiated in starting the Trust and did a lot of
rearatory wor& before the start.
b) They have committed themselves to living healthy
lifestyles and acceting to be guided by the ob?ectives ofthe Trust.
c) Each member has contributed 5ganda Shillings one
million (5gx. ;d) They have underta&en to ay a subscrition fee of
5ganda Shillings two hundred fifty thousand (5gx.=
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+63D74E4 that other ersons shall be eligible for admission to ,ife
Membershi where a erson@s alication addressed to Executive
8ommittee is aroved by the /eneral Meeting on recommendations of
the Foundation 8ommittee! the -oard of Trustees and the Executive
8ommittee.
7.. 3rdinaryMembers
a) They are members who accet and ractice rinciles of
healthy lifestyle.
b) % erson shall ay a one9off entrance or membershi fee
to be rescribed by the Executive 8ommittee and an
annual subscrition fee of 5ganda shillings one hundredthousand (5g. Shs.
and the subscrition fees shall be revisable from time to
time by the Executive 8ommittee.
7..2 The Family Members
a) Membershi is accorded to one man! his one wife and
their child" children (if any) below the age of eighteen
() years.
b) The members believe and ractice the general rinciles
of healthy lifestyle.
c) The members shall collectively ay a one9off entrance or
membershi fee to be rescribed by the Executive
8ommittee and an annual subscrition fee of 5ganda
shillings one hundred and fifty thousand (5g. Shs.;
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a) % member is a student below the age of eighteen ()
years! attending an institution of higher learning or a
vocational institute! believing and racticing the general
rinciles of healthy lifestyle and whose arents are not
in the Family Membershi category.
b) The member shall ay a one9off entrance or membershi
fee to be rescribed by the Executive 8ommittee and an
annual subscrition fee of 5ganda shillings five thousand
(5g. Shs.;!
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7..1 The Founder and ,ife Members shall automatically become
members uon signing this 8onstitution +63D74E4 t%&t n#
Li$# -#)'#s may be admitted as stiulated under G.=.=
above.
7.. 7n the case of 3rdinary! Family and %ssociate membershis! a
member obtains admission uon'
&; #is"her alication being acceted by ma?ority of
members of the Executive 8ommittee at their meeting:
and
'; +ayment of rescribed entrance and annual subscrition
fees! whereuon his"her articulars shall be entered in theTrust@s register of members.
7.. Fees ayable in the various categories of members shall be
determined and revised by the Executive 8ommittee from time
to time.
7..2 %n #onorary Member shall be admitted uon acceting in
writing an invitation of the Executive 8ommittee.
18. BENEFITS OF -E-BERS
18.1 5sing recreational facilities of the Trust free of charge to engage in
hysical exercises.
18. +articiating in fellowshis that discuss matters of healthy
lifestyles.
18. -uying whole foods from the Trust@s stores" shos at reasonablysubsidied rices.
18.2 En?oying whole food meals at the Trust@s chain of restaurants
which shall be established throughout the country at reasonably
subsidied rices.
18.5 %ccessing all nutritional information in custody of the Trust free of
charge! S%DE that information on video and or audio shall be
rovided at a reasonable cost.
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11. RIGHTS AND DUTIES OF -E-BERS
11.1 *o member shall engage or articiate 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 romote the Trust@s ob?ectives.
11. 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. %s good character is a prima facie consideration for membershi!
every member shall conduct himself" herself in an exemlary manner
so as to boost the image of the Trust and in articular every member
shall refrain from any act involving moral turitude on his" her art.
11.2 % member who acts in breach of any of the duties imosed on him"
her by the receding article may be susended ending further action
of the Trust.
11.5 Every member shall have a right to have his"her articulars entered
on the 6egister of Members and shall have the right to insect such
register at any reasonable time of the day during wor&ing hours
without ayment of any fee.
11.6 Every member having aid the subscrition fee as rescribed shall
have a right to articiate in the activities of the Trust through the
/eneral Meeting and shall have a right to vote at such meetings on
the basis of one man one vote! E>8E+T that %ssociate Members and
minors among Family Members shall have no voting rights.
1. CESSATION OF -E-BERSHIP
1.1 % erson shall cease to be a member'9
1.1.15on his" her death:
1.1.5on his" her voluntary resignation:
1.1.5on being exelled by the /eneral Meeting on the
recommendation of the Executive 8ommittee:
1.1.25on ceasing to be of sound mind:
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1.1.52here he" she fails without reasonable cause to attend F7DE
consecutive meetings of which he has been duly notified:
1.1.65on dissolution of the association: or
1.1.2here he" she fails to ay his" her membershi or subscrition
fees within six months on notification to settle the same.
+63D74E4 that cessation of membershi by resignation shall become effective
uon giving one month notice by the resigning member to the 8hairerson of
the Executive 8ommittee.
1. % erson who has ceased to be a member but is desirous of having
his" her membershi reinstated may ma&e an alication to the
Executive 8ommittee for that urose! and every such alicationshall be considered on its merits.
1. 2here a erson@s alication under %rticle =.= hereof is not
granted by the Executive 8ommittee! he or she may! within twenty
one (=) days after the decision of the 8ommittee! refer the matter to
the -oard of Trustees for handling as rovided in %rticle A.=.= (d) of
the 8onstitution.
1.2 % erson who is not satisfied with the conflict management by the-oard shall have a right to aeal the matter to the Foundation
8ommittee:
+63D74E4 always that the aeal shall be made within fifteen (;) days from
when the -oard@s verdict was made or ought to have been made.
1. ORGANS OF THE TRUST
1.1 T%# Foun"&tion Co))itt##<
1.1.1Sub?ect to the rovisions of G.=.e) above! there shall be a
Foundation 8ommittee comrising the Founder and the ,ife
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Members and the 8ommittee shall be the 8ustodian of the
ob?ectives of the Trust. %ll new ideas and ro?ects shall be
vetted by this 8ommittee to ensure that they are in line with the
original ob?ectives.
1.1.The Foundation 8ommittee shall have and exercise aellate
owers in conflict resolution mechanism within the Trust and
the 8ommittee@s decision shall be final.
1.1.The decisions of the Foundation 8ommittee in A.. above
shall be unanimous and final +63D74E4 that ninety ercent
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8ommittee from among ,ife Members during the first"
inaugural meeting of the members : and the first -oard
members shall hold office for five (;) years and be eligible for
re9election by the /eneral Meeting.
1..There shall be a 8hairerson and a Secretary of the -oard of
Trustees elected every five (;) years by the Trustees from
among themselves.
1..The Founder shall be an ex9official of the -oard of Trustees.
1..2Tenure! functions and duties of the -oard of Trustees'
a) To hold office for a eriod of five (;) years and be
eligible for re9election every five (;) years.
b) %ll the movable and immovable roerties of the Trust
shall be vested in the -oard of Trustees who shall be the
sole custodian of such roerties and hold them in trust
for the Trust +63D74E4 it is hereby understood that this
shall not in any way give the Trustees a right to
individual ownershi of the roerties.
c) 3versee the erformance of the Executive 8ommittee
with owers to susend the entire 8ommittee or some
members of the 8ommittee in the event of the 8ommittee
or some of the 8ommittee members acting contrary to the
Trust@s set rocedures and values. 7n the circumstances
where the -oard of Trustees susends the entire
committee! the -oard of Trustees will within sixty (I
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e) The -oard of Trustees shall be re$uired to rovide
information concerning the state of the Trust to the
%nnual /eneral Meeting.
f) The -oard shall be resonsible for instituting or
defending any legal action in the Trust@s name and settle
or ad?ust any claim by or against the Trust.
g) The -oard of Trustees shall exercise their duties and
owers given to them under this 8onstitution and shall
delegate such duties and owers to the Executive
8ommittee for the smooth running of the Trust.
h) -e removed from office by three $uarters of a vote at a
/eneral Meeting! rovided that any Trustee may! if she"
he wishes! resign from his" her office by notifying the
%nnual /eneral Meeting at its scheduled meeting.
i) 2here a member or members of the -oard of Trustees is"
are removed from office under the receding rovision!
the member" members shall have a right to aeal the
/eneral Meeting@s decision to the Foundation 8ommittee
within fifteen (;) days from the date of the /eneral
Meeting@s decision.
?) 7n the event of a vacancy occurring on the -oard! the
-oard 8hairerson shall within thirty (A8E+T that such a relacement may ta&e
lace at the next scheduled %nnual /eneral Meeting if itis due within four(H) months from the occurrence of the
vacancy.
&) The -oard of Trustees shall be ex officio members of the
Executive 8ommittee and shall be entitled to attend
meetings of the Executive 8ommittee but they will not
have voting rights and their resence shall not be counted
for the urose of a $uorum.
1..5% erson shall cease to be a -oard Member uon'
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a) #is" her death.
b) #is" her voluntary resignation.
c) 8easing to be sound mind.
d) Exiry of his" her term.
e) -eing too incaacitated to erform! his" her duties.
f) -eing absent from meetings of the -oard without
?ustifiable cause for four (H) consecutive meetings.
g) 3ccasioning discredit or endangering the welfare and rogress of the Trust.
h) -eing removed or exelled by a resolution of a three9
$uarters ma?ority of the /eneral Meeting uon
recommendation of the Executive 8ommittee.
1. T%# E0#*uti!# Co))itt##<
1..1The Executive 8ommittee shall comrise of the following
officials! elected from among the Founder! the ,ife Members!
3rdinary Members and the adult members in the Family
Member category'
a) The 8hairerson
b) The #onorary Secretary
c) The #onorary Treasurer
d) Three 8ommittee Members
1..The Executive 8ommittee shall be the governing authority of
the Trust and shall conduct the affairs of the Trust in accordance
with this 8onstitution and guidelines issued by the /eneral
%ssembly from time to time! and have the following
resonsibilities:
a) To oversee the day9to day running of the Trust@s affairs:
b) To formulate olicies and lans! execute! suervise and or evaluate rograms of the Trust:
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c) Enter into contracts on behalf of the Trust! borrow and" or
raise money on behalf of the Trust:
d) Engage and terminate services of senior staff and ?unior
emloyees as necessary:
e) Frame rules! regulations and guidelines as may be
necessary for the smooth conduct of the affairs of the
Trust and resent them to the /eneral Meeting for
aroval:
f) ,iaise with such other organiations! institutions ! in the ublic and rivate sectors that have similar or related
ob?ectives:
g) 7mlement the olicy decisions of the /eneral %ssembly"
Meeting.
1..The Executive 8ommittee may from time to time set u
committees or sub9committees comosed of its members as
may be deemed exedient! and may delegate to such
committees or sub9committees some of its owers and duties as
may be deemed necessary and co9ot any active member for a
articular urose or tas& as the case may be.
1..2Ro(#s o$ o$$i*# '#&#s o$ t%# E0#*uti!# Co))itt##.
&; T%# C%&ip#son<
The 8hairerson shall be the 8hief Executive 3fficer of
the Trust and shall erform all such duties as are
commensurate with the office of a chief executive
including the following'9
i. +residing over meetings of the Executive8ommittee as well as the %nnual and Extra
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3rdinary /eneral Meetings: and where he"she is
absent! such a erson as the members resent may
elect! shall reside at the meeting.
ii. 3verseeing imlementation of olicy and technicaldecisions in day to day oerations. #e" she shall be
assisted by exerts drawn from either t%#
S#*#t&i&t s#t up '/ t%# E0#*uti!# Co))itt##
or the ublic ma?oring in such courses as
Mar&eting! *utrition ! Science! Finance! ,aw!
#uman 6esource! 8ororate %ffairs! ,ogistics!
Engineering! Food +roduction who shall be hired
and remunerated as aroved by the /eneral
Meeting on recommendation of the Foundation8ommittee and the -oard of Trustees: and for
avoidance of doubt the 8hairerson " 8hief
Executive 3fficer shall be remunerated as
aroved by the /eneral Meeting on
recommendation of the Foundation 8ommittee
and the -oard of Trustees.
iii. Executing or causing to be executed the rovisions
of orders! rules! regulations! and by9 laws of the
Trust.
'; T%# Hon. S#*#t&/<
The #on. Secretary shall be charged with general
administrative duties in relation to the Trust@s business.
2ithout re?udice to the generality of this rovision! the
#on. Secretary@s duties shall include the following'9
i. +rearing the agenda for and summoning meetings:ii. %ttending and ta&ing minutes for the meetings:
iii. +rearing reorts for the Executive 8ommittee:
iv. 8ontrolling records and" or documents and
ensuring that they are always in safe custody:
v. 8ontrolling and having general resonsibility over
the official corresondence of the Trust:
vi. %cceting service of any legal rocess of the Trust!
in the event that the matter in $uestion has not been
referred to the Trust@s lawyers:
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vii. 5dating and &eeing in safe custody the register
of members:
viii. eeing in safe custody the 8ommon Seal of the
Trust:
ix. +erforming such other duties as may from time totime be assigned to him by the Executive
8ommittee.
*; T%# Hon. T#&su#<
The #on. Treasurer shall be charged with the general
management of the Trust@s financial affairs and his"her
duties shall include the following'9
i. 6eceiving and collecting all monies ayable to the
Trust and issuing receit in that connection:
ii. -an&ing the Trust@s money:
iii. eeing roer records of the Trust@s income and
exenditure and of its assets! liabilities! caital!
reserves and generally to &ee roer boo&s of
accounts:
iv. Ensuring that the Trust@s money and securities are
at all times securely &et:
v. Ensuring that all ayments and"or exenditures are
duly authoried and documentarily accounted for:
vi. +rearing and resenting to the Executive
8ommittee monthly financial statements:
vii. +rearing annual accounts including a -alance
Sheet for resentation by the Executive 8ommittee
before the %nnual /eneral Meeting.
viii. 8omlying with all financial directives of the
Executive 8ommittee.
"; Co))itt## -#)'#s<
% 8ommittee Member shall attend Executive 8ommittee
Meetings and avail himself" herself for assignments by
the Executive 8ommittee.
12. TENURE OF OFFICE OF THE E=ECUTI4E CO--ITTEE
12.1 Members of the Executive 8ommittee shall uon election by the/eneral Meeting remain in office for a eriod of five (;) years and
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shall be eligible for re9election at the %nnual /eneral Meeting for one
or more term in the same ost.
12. For avoidance of doubt! it is hereby exressly rovided that in the
Trust@s interest to draw from his vast exerience in nutritionalremedies and related matters! the Founder shall be the first
8hairerson and 8hief Executive 3fficer of the Executive 8ommittee
during the Trust@s formative years of five (;) and his tenure may
subse$uently be renewed by the /eneral Meeting.
15. TER-INATION OF SER4ICE AND RETIRE-ENT OF
E=ECUTI4E CO--ITTEE -E-BERS
15.1 %ny office bearer or member of the Executive 8ommittee other
than the first 8hairerson" 8hief Executive 3fficer! may have his" her
services terminated by the /eneral Meeting on the following
grounds'9
a) 5nbecoming conduct:
b) Failure to satisfactorily erform his"her duties or attend
meetings without reasonable cause on four (H)
consecutive occasions:
c) 7ncaacity due to ill health or insanity:
d) Failure to comly with the aims and ob?ectives of theTrust or omitting to abide by this 8onstitution.
15. %ny officer referred to in ;. above shall be given fourteen (H)
days notice of intention to terminate his" her services and shall be
entitled to be given a hearing by the /eneral Meeting before a
decision is made.
15. The officer whose services are terminated the /eneral Meeting
shall have a right to aeal the meeting@s decision! within twenty one(=) days after the decision! to the -oard of Trustees for handling in
accordance with %rticle A.=.A(d) of this 8onstitution.
15.2 2here the affected officer is not satisfied with the outcome of his
or her aeal to the -oard of Trustees under %rticle ;.A hereof! he"
she will have a right to aeal to the Foundation 8ommittee within
fifteen (;) days after the decision of the -oard.
15.5 %ny member of the Executive 8ommittee may resign voluntarilyfrom office if he"she is no longer interested in serving! leaves the
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country for more than I(six) months! or is unable to serve due to
other commitments elsewhere.
15.6 %ny member of the 8ommittee may! if he"she wishes! resign from
his"her office by sending his"her resignation in writing to theExecutive 8ommittee! +63D74E4 that notice of intention to resign
shall be given to the 8ommittee three months in advance.
15. %ny member of the Executive 8ommittee who has been removed
from office or retired shall be relaced in accordance with the
rovisions set out herein and his "her relacement term of office shall
be deemed to have started running from time of such relacement.
16. -EETINGS
16.1 -##tin+s o$ t%# Foun"&tion Co))itt##
16.1.1There shall be as many meetings of the Foundation 8ommittee
as 8ommittee members may wish to have! E>8E+T that the
meetings shall not be less than four (H) in a year.
16.1.% meeting of the Foundation 8ommittee shall be convened by
the 8ommittee 8hairerson! E>8E+T that a committee meeting
may ta&e lace uon re$uisition addressed to the 8hairerson
by four (H) committee members.
16.1. The Foundation 8ommittee and its sub9committees established
under %rticleA. hereof shall determine rocedure to regulate
their meetings.
16. -##tin+s o$ t%# Bo&" o$ Tust##s.
16..1Every meeting of the -oard shall be called by a ten (
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16..The -oard may meet together for the discharge of business!
ad?ourn and otherwise regulate their meetings as they deem fit!
E>8E+T that the -oard shall hold a meeting at least once every
two months and +63D74E4 that the 8hairerson of the -oard
shall reside over the -oard Meetings and in his "her absencethe -oard members shall have owers to elect from among
themselves a residing 8hairerson for the urose of that
articular meeting.
16..2Juestions arising at the -oard meeting shall be decided by
8onsensus! 5*,ESS a oll is demanded by fifty er centum
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such a lace or laces as the Executive 8ommittee may decide
from time to time.
16.. *o business shall be transacted by any Executive 8ommittee
Meeting unless a $uorum is resent when the meeting roceedsto business.
16..2The $uorum at every Executive 8ommittee Meeting shall be
three(A)members of the 8ommittee including the 8hairerson
resent in erson.
16..5The decisions of the 8ommittee shall be arrived at by consensus
and in case of a disagreement! a $uestion shall be ut to vote
and where there is e$uality of votes! the 8hairerson or anyother erson residing shall have a second or casting vote.
16.2 T%# G#n#&( -##tin+
16.2.1The /eneral Meeting of the members shall constitute the
lenary session of the Trust! and every member shall be entitled
to notice of such meeting and a right to attend.
16.2.The /eneral Meeting shall be held at least once in every
calendar year at such time and at such lace as may be
determined by the Executive 8ommittee. Such /eneral Meeting
shall be called “%**5%, /E*E6%, MEET7*/1.
16.2.%ny other meetings of members other than the %nnual /eneral
Meeting shall be called “Extra93rdinary /eneral Meetings.1
16.5 T%# Annu&( G#n#&( -##tin+'
16.5.1T#76T0 (A
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following! E>8E+T that #onorary Members shall have no
voting rights'
a) 8onsider! confirm or amend any of the minutes of the
revious /eneral Meeting:
b) 8onsider the %uditor@s 6eort! resolve any issues
reorted and arove the audited accounts:
c) 8onsider the reorts of the -oard of Trustees and the
Executive 8ommittee:
d) Elect or remove members of the -oard of Trustees:
e) Elect or remove members of the Executive 8ommittee:
f) /ive directive to the Executive 8ommittee where
necessary:
g) 8onfirm the admission of members in accordance with
this 8onstitution:
h) %oint the Trust@s auditors:
i) 8onsider and arove estimates of income and
exenditure (budget) for the ensuring year:
?) Transact any other business.
16.5.Po*#"u# &t Annu&( G#n#&( -##tin+s<
&; The Executive 8ommittee shall so soon after the
exiration of a calendar year! or at any other suitabletime! at its discretion! convene an %nnual /eneral
Meeting of the Trust.
'; The date of the meeting shall be fixed by the Executive
8ommittee! of which notice shall be given to the
members at least thirty days before that date.
*; Members desiring to ut forward any resolution for
discussion at a /eneral Meeting shall give notice thereof
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to the Secretary not later than fourteen (H) days before
the date of the meeting.
"; 3ne9third of all the members of the Trust shall form a
$uorum at the %nnual /eneral Meeting.#; Excet as otherwise rovided herein! all decisions of
matters in disute shall be by ma?ority vote of members
resent and entitled to vote.
$; The 8hairerson of the Executive 8ommittee shall
reside at the /eneral Meeting or in his"her absence any
other erson elected by the members shall chair the
meeting.
+; The 8hairerson or another erson residing at the
/eneral Meeting shall have a second or casting vote in
the event of e$uality of votes.
%; Doting on all matters before the /eneral Meeting shall be
by show of hands! with the excetion of election or
removal of members of the -oard of Trustees and the
Executive 8ommittee! which shall be by secret ballot
unless members unanimously agree otherwise. For the
avoidance of doubt there shall be no voting by roxy.
16.6 E0t& O"in&/ G#n#&( -##tin+s<
16.6.15nder secial circumstances an Extra93rdinary /eneral
Meeting shall be summoned by the Executive 8ommittee for
uroses of discussing urgent matters relating of the Trust.
16.6. *otice of such meeting shall be circulated to members at least
F356TEE* (H) 4%0S in advance secifying the urose forwhich the meeting shall be convened.
16. :uou)'
16..1For all uroses the $uorum at all %nnual and Extra93rdinary
/eneral Meetings shall be one9third of aid u members.
+63D74E4 that those ersons whose membershi may at the
material time have been susended shall not be rec&oned in
determining the $uorum.
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16..7f within an hour from the time aointed for the meeting a
$uorum is not resent! the meeting shall be ad?ourned to another
date at the same time: and the residing 8hairerson shall cause
the next date of the ad?ourned meeting to be advertised in such a
manner as may suffice to reasonably bring it to the attention ofthose who may have missed the meeting: and if at the ad?ourned
meeting a $uorum is not realied within an hour from the time
aointed for the meeting! the members resent shall constitute
a $uorum.
1. LEGAL AD4ISOR
1.1 There shall be a ,egal %dvisor for the Trust who shall be aointed
by the Executive 8ommittee sub?ect to aroval at the %nnual/eneral Meeting.
1. The ,egal %dvisor shall give legal and other necessary advice and
counseling to the Executive 8ommittee as far as the day to day affairs
of the Trust are concerned! and erform such duties as is normally
exected of a ,egal %dvisor.
1. The ,egal %dvisor shall serve for a eriod of three (A) years and
shall be eligible for re9aointment.
1.2 The ,egal %dvisor@s services may be terminated by the Executive
8ommittee sub?ect to aroval by the %nnual /eneral Meeting under
the following circumstances'
1.2.17f he" she becomes of unsound mind:
1.2.5on dissolution of the artnershi under which he" she may be
ractising:
1.2.5on being disbarred from ractising as an %dvocate by the
,aw 8ouncil:
1.2.22here he" she fails without reasonable cause to attend four (H)
consecutive meetings of which he" she has been duly notified:
1.2.52here he" she fails to erform his" her duties to the satisfaction
of the Executive 8ommittee in articular and the Trust ingeneral.
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1. ELECTIONS<
1.1 %t every meeting of the Trust@s organ where elections are to beheld a returning officer shall be aointed immediately before the
elections! and he or she shall thereuon ta&e charge of the elections.
1. For every office in resect 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 uon! save any nomination that is declined by the nominee.
17.FINANCES
17.1 The funds of the Trust shall consist of'9
17.1.1Entrance fees:
17.1.%nnual subscrition fees:
17.1.4onations:
17.1.2Surlus funds resulting from oerations and activities of the
Trust:
17.1.5Money from fundraising:
17.1.6,oans:
17.1.Money from such other source that the Trust may lawfully and
morally consider aroriate.
8. BAN>ING
The Trust shall have such -an& %ccount(s) as are recommended by the
Executive 8ommittee and the said account or accounts shall be oerated by the
following office bearers as signatories' the 8hairerson of the Executive
8ommittee as the rincial signatory together with the #on. Secretary and the
#on. Treasurer.
1. THE CO--ON SEAL
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1.1 There shall be a 8ommon Seal of the Trust which shall be &et in
the safe custody of the #on. Secretary.
1. The seal shall not be affixed to any instrument excet by the
authority of the Executive 8ommittee or the -oard of Trustees as thecase may be.
1. The seal shall be authenticated by signatures of any one Trustee!
the 8hairerson of the Executive 8ommittee and the #on. Secretary.
. BOO>S AND RECORDS
.1 T%# Tust s%&(( ?##p 'oo?s in a roer manner! and from time to
time u9date such boo&s (including boo&s of accounts) and records asmay from time to time be directed by the Executive 8ommittee. 7n
articular! but without re?udice to the generality of the Executive
8ommittee@s owers under this %rticle! the following boo&s and
records shall be &et! namely:
.1.1The 6egister of Members:
.1.Minute -oo&s:
.1.-oo&s of %ccounts:
. T%# R#+ist# o$ -#)'#s'
..1The 6egister of members shall be &et and from time to time
udated to register new members and it shall be entered therein
the following articulars in resect to each member'9
a) #is" her name! age! occuation and address:
b) 4ate of alication for membershi:c) 4ate when he" she was entered in the register as a
member:
d) 4ate when he" she ceased to be a member.
..The register of members shall during business hours be oen to
insection by any member without charge and to any other
erson on ayment of a rescribed fee for each insection.
..The register of members may be closed during the fourteen daysimmediately receding every %nnual /eneral Meeting and at
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such time or times and for such eriod as the Executive
8ommittee may from time to time determine' +63D74E4
always that it shall not be closed for more than thirty (A
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The Executive 8ommittee may ma&e such regulations not being
inconsistent with the rovisions of this 8onstitution! as may be exedient
for the conduct of the Trust@s affairs! in accordance with the owers
vested in it by this 8onstitution' +63D74E4 that such regulations whenmade shall be laid before the /eneral Meeting for aroval! without
re?udice to their alication in the interim eriod.
2. A-END-ENT
The 8onstitution or any art thereof may be amended by the /eneral
Meeting uon assing a Secial 6esolution by three9fourths of the
members resent and voting at such a Meeting. +63D74E4 that the
$uorum of the meeting at which the resolution of amendment is to be assed shall be one half of all members eligible to vote.
5. DISSOLUTION
5.1The Trust may be dissolved uon a motion moved at a /eneral
Meeting by a Secial 6esolution of three9fourths of the members
resent and voting. +63D74E4 that the $uorum at such meeting shall
be constituted by no less than three9fourths of all the members eligible
to vote and that uon dissolution the assets of the Trust shall not be
distributable amongst the members -5T shall be distributed among
organiations having similar ob?ectives.
5.% notice for a motion of dissolution of the Trust shall be served
uon the #on. Secretary at least three (A) months before the meeting at
which it is roosed to move the motion.
6. -ISCELLANEOUS
%ll matters not covered by these %rticles shall be dealt with in accordancewith the owers vested in the members resent at an %nnual /eneral
Meeting or ExtraK3rdinary /eneral Meeting.
DATED, SIGNED and CERTIFIED at >A-PALA this @@@..dayofLLLLLL.L@.=
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D#si+n&tion N&)# Si+n&tu#
The Founder Eng. Swaibu Mulinya LLLLLLLLL
,ife Member ise&&a Moses LLLLL...LLLLLL
,ife Member Mbabaali %bbey LLLLLLLL...............
,ife Member onathan 6. -ishuba LLLLLLLL.L...
,ife Member %loysius aganda -a&idde LLLLLLLLLL.
,ife Member Muramira +addy LLLLLLLLLLL.L.
,ife Member ,ugoloobi Simon LLLLLLL..LLLLL.
,ife member /uloba 0efusa LLLLLLLLLLLLL
,ife member oshua atabaai LLLLLLLLLLLLL
46%2* -0'9
M"s Tumusiime! abega 8o. %dvocates
+lot G 0usuf ,ule 6oad! amala
+.3. -ox =A=
%M+%,%