ma & aa
TRANSCRIPT
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Academic Year AUTUMN 2011
Course Code BUSI-1101
Instructor Md. Bazlur Rahman (BR)
Semester 1st
Section - A
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Tanjila AlamB091235
Bushra Ahmed
B091269
Yeasmin Akter
B091271
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Assistant Professor
Department Of Business Administration
International Islamic University Chittagong
Respected Sir,
It is indeed a great pleasure to have the opportunity to submit the project paper. We have
prepared this project report in accordance with the instructions given by you. Our topic is
Memorandum of Association & Articles of Association-ABA Foundation Ltd.. We think
that, working on this topic was very interesting and we have explored something
remarkable through our project.
This project is to describe our observation, learning and recommendation based on the
knowledge and experience gained during the course. So, all of our works have been done
according to your guidelines.
We are glad to have the opportunity to work on this project. This project paper has
provided us learning opportunity and compares theoretical knowledge with practical
situation.
We hope that, you would be kind enough to accept our project and bless us.
Sincerely,
Tanjila Alam
Bushra Ahmed
Yeasmin Akter
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We are truly thankful to our course instructor, Md. Bazlur Rahman (BR),
Assistant Professor, Dept. of Business Administration, International Islamic
University Chittagong, without whose heartfelt supervision and suggestions,
it would have been extremely difficult for us to prepare this report.
The success of this project work depends on a number of people specially
who took time to share thoughtful guidance and suggestions to improve
this reports contents of this report.
Lastly, we would like to conclude by saying that you have been an
amazingly nice person and we enjoyed every moment of your class. We are
proud to have you as our mentor.
Thanks a lot for everything.
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MEMORANDUM OF ASSOCIATION
OF
1. The name of the Organization shall be ABA FOUNDATION hereinafter referred to as
the Foundation.
2. The registered office of the Foundation shall be situated in The Republic of Uganda
may set up any other offices when deemed necessary for the execution of the
objectives of the organization.
3. The objectives for which the Foundation is set up.
(a) To establish a non-government charitable organization.
(b) To build the characters and welfare of destitute children in and outside
education institution, orphans, street children, the disabled, adults, parents and
guardians and members of the community as a whole basing on the solid
foundations of the gospel.
(c) To develop individual talents of members and community target groups laid
down in (b) above through the setting up and support of vocational training
centers in the areas of catering, carpentry, tailoring, photography, agriculture
both crop and animal husbandry and other vocational or artisan skills.
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(d) To set up and support education institutions which are based on or which
embrace the ideas of the Church / organization and more particularly
developing character on the foundation of the gospel.
(e) To promote income generating activities, and create employment.
(f) To initiate, promote and support the imparting of life skills. Academics to
children and Guardians/parents adolescents in and out of school, and their
communities.
(g) To encourage the use and development of individual talents for recreation,
entertainment, income generation and employment.
(h) To set Factories/ Industries for processing our products and helping others as
the demand may arise e.g. Sugar factory which at the same time supply
community with power. To set up a special co-ordination and collaboration
arrangement with other development stakeholders particularly local councils
and Non-degeneration.
To mobilize resources in terms of money, equipment and human resourcefrom local and international sources in terms of money, equipment and
human resource from local and international sources for the implementation
of the organizations objectives.
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(i) Training Health Center attendants To open Churches and conduct Crusades
Seminars and Conferences in and outside Uganda.
(j) Building / Construction of the Foundation facilities and Headquarters.
(k) Children / Women / Youth.
(i) To fight against child abuse neglect / women.
(ii) To reach and win the child / women who are UN reached by the
message of Salvation.
(iii) Formation of childrens brigade /army to unite them and team to go up
for the message of salvation.
(iv) To sensitize people about killer disease (AIDS) and offer counselingservices to AIDS Victims and their immediate family members.
(l) To sensitize people about dangers of redundancy how to avoid (up date) it.
Redundancy is the major cause of economic instability, unsuccessful living,
accumulates under development diseases, and death.
(m) To render counseling to orphans, widows, needy disabled that will include
resettlement of orphans into families (rehabilitate) and any other assistances,
especially engagement in income generating activities for widows and people
close relatives / guardians of some of our orphans.
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(n) To channel the child into biblical teacher that will develop into spirit of self
reliance in the individuals and society (because children are the foundations of
homes).Micro Finance Scheme to help save and give kind grants to our
people. After developing their Talents and to those who already were in the
system.
(o) Mobilizing members in the formation of Co-operative Societies so as to market
their products effectively through these Societies.
To do all things legal, necessary, conductive or incidental to the attainment of the
above objectives. Whereas the Christian gospel is the strongest foundation on
which character should be built.
4. The income and property of the Foundation whoever derived, shall be applied solely
towards the promotion of the objectives of the organization and portion there of shall
be paid or transferred directly or indirectly, by way of profit to the members of the
organization.
that nothing herein, shall prevent the payment in good faith of
reasonable and proper remuneration of any officer or servant of or any member of the
organization in return for any services demised or let by any member of the
Foundation.
5. The Liability of the members is limited by guaranteed as in No.6 below.
6. Every member of the Foundation undertakes to contribute to the assets of the
organization in the event of its being wound up while he is a member, or within one
year afterwards for payment of the debts and liabilities or the organization contracted
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before he ceases to be a member and the costs, charges and expenses of winding up,
and for the adjustment of the rights of the contributors among themselves to the tune
of Uganda Shillings 50,000/=.
7. If upon winding up or dissolution of the organization, there remains, after satisfaction
of all debts and liabilities and expenses of winding up, any property whatsoever, the
same shall not be paid or distributed among the members of the organization, but
shall be given or transferred to some other institution or institutions, having objectives
similar to the objectives of the Foundation and which shall prohibit the distribution of
its property or income to its or their members to an extent at least as great as is
imposed on the organization under or by virtue of clause 4 hereof, such institution or
institutions to be determined by the members of the company at or before the
dissolution, and so far as effect can not be given to such provision then to some
charitable objects to be determined by the members.
8. We, the several persons whose names and address are subscribed are desirous of
being formed into an organization, in pursuance of this Memorandum of Association.
1. REV. KIYIMBA JOSEPH
P.O.BOX 70592 KAMPALA
UGANDA.
2. MS. MIREMBE MAGRET
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P.O. BOX 7O592 KAMPALA
UGANDA.
3. MR. KIYIMBA F. JUNIOR
P.O. BOX 70592 KAMPALA
UGANDA.
4. REV. HUDSON SEKABIRA
P.O. BOX 70592 KAMPALA
UGANDA.
5. MS. NANTALE VICTORIA
P. O. BOX 70592 KAMPALA
UGANDA.
WITNESS TO THE ABOVE.
NAME ..
ADDRESS ..
OCCUPATION ..
SIGNATURE
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ARTICLES OF ASSOCIATION.
OF
1. Subject as hereinafter provided the regulation in Table C shall apply to the
Foundation.
2. INTERPRETATION:
In these articles:
The Act means the Companies Act.
The Seal means the common Seal of the Foundation.
The Secretary any person appointed to perform duties of the Secretary of the
organization
The Board shall mean the Board of Directors of the organization.
3. MEMBERSHIP:
(a) The minimum number of members with which the organization proposes to be
registered is 4 (Four) but the directors may from time to time register an
increase of members.
(b) The subscribers to the Memorandum of Association may admit other members
into the Organization.
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4. MANAGEMENT OF THE ORGANIZATION:
(a) A member shall accept and promote the spirit and content of the aims and
objectives of the Foundation.
(b) Undertake to and actively support its aims and objectives and assist in the
activities.
(c) Pay the appropriate annual financial contribution as determined by the Directors
with approval of the General Meeting.
(d) Members are entitled to receive a report on the activities and expenditure of the
organization at such intervals as the office shall determine in accordance with
its means but not less than once a year.
5. MANAGEMENT OF THE ORGANIZATION:
The General Meeting: This shall be supreme decision making body of the
Foundation comprising all its members with the powers to:
(a) Formulate general policy for the Organization.
(b)Approve the budget of the Organization.
(c) Making amendment to this constitution.
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(d) Approve bylaws for the smooth running of the organization.
6. THE BOARD OF DIRECTORS (Advising Board).
These shall be an Executive Board of Directors of the Foundation to be appointed
from the members General assembly comprising:
(a) Chairperson/ Executive Director.
(b) Vice-Chairperson.
(c) The General Secretary
(d) The Treasurer
(e) Directors for such Committee members as need shall arise
(f) Founder Members.
The organization may from time to time reduce or increase the number of
Directors:
(a) A member shall accept and promote the aims and objectives of the Foundation.
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(b) Undertake to and actively support its aims and objectives and assist in its
activities.
(c) Members are entitles to receive a report on the activities and expenditure of the
organization at such intervals as the registered office shall determine in
accordance with its means but not less than one year.
(d) A member may vote in person or through another member duly authorized.
7. POWERS AND DUTIES OF THE BOARD OF DIRECTORS:
(a) The Board shall be responsible for running of the affairs of the organization.
(b) The Board shall ensure the implementation of the decisions of the organization.
(c) The Board shall have the powers to suspend, discipline individual members and
there after notify the General Assembly which may approve the action taken
Biblically. Powers to dismiss shall rest in the General Assembly.
(d) The Board shall have the powers to appoint interim office bearers to any vacant
posts(s) pending interviews by the general meeting / divine guidance.
(e) The Board shall form subcommittees, co-op any persons to such committees,
for the carrying out of the objectives of the company whenever deemed
necessary.
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(f) The Board shall carry out any other duties entrusted to it by the General
meeting.
8. INDIVIDUAL DUTIES OF OFFICE BEARERS:
(a) The chairperson.
(i) Shall be responsible for the overall smooth running of the affairs of the
Foundation.
(ii) Shall preside over meetings of the organization.
(i) Shall make emergency decisions and to report the same as
expeditiously as possible.
(ii) Shall cause presentation of regular reports to the Board and the
General Meeting.
(b) The Vice-Chairperson.
(i) Shall be directly in charge of pastoral / Spiritual affairs and projects of
the organization.
(ii) Shall deputize for the chairperson in the absence of the
chairperson; or when directed by the Chairperson.
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(iii) Shall be in charge of other duties entrusted to him or her by the
Chairperson, the board of the General meeting.
(c) Director, education:
(i) Shall be directly in charge of educational projects.
(ii) Shall perform the duties entrusted to him or her.
(d) The General Secretary:
He or She Shall:
(i) Shall be Secretary to all the organizations meetings.
(ii) Handle all clerical and correspondence work of the organization.
(iii) Shall call meetings in consultation with the Chairperson and the
Entire Board.
(iv) Shall keep a register of all members of the organization.
(v) Shall keep the organizations seal and documents.
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(vi) Shall perform any other duties entrusted to him or her.
(e) The Treasurer:
(i) Shall be responsible for the collection and custody of the
organizations funds and maintenance of up to date financial records;
(ii) Prepare and present financial reports at least quarterly.
(iii) Initiate ways and means of raising funds for the organization.
(iv) Prepare the companys budget and present the same to the General
Meeting.
(v) Ensure that members of the organization have access to the
organizations books of accounts and other financial reports.
(f) The Administrator.
(i) He or She shall be directly in charge of co-ordination all the
organizations activities programs and projects. Shall in so doing liase
with the entire executive.
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(ii) Shall be in charge of internal / external co-ordination of the
Foundation.
9. ELECTION:
(a) Voting shall be by Divine save where the General Meeting decides otherwise.
(b) All candidates shall be nominated and seconded by at least two members.
10. RETIREMENT:
Any member who shall desire to retire, shall signify his intention in writing to the
General Secretary and thereon his name shall be removed from the list of members
and he shall be deemed to have retired after he hands over the property and
assets of the organization within his / her control.
11. Any member who becomes of unsound mind or who charges from the born Again
Pentecostal Faith shall cease to be a member.
12. GENERAL MEETINGS:
The Foundation shall in each year hold a general meeting as its annual general
meeting in that year and shall specify the meeting as such in notices calling it, and
not more than twelve months shall elapse between the date of one annual general
meeting of the organization and that of the next.
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13. (a) The general meeting is the highest organ of the organization and
comprises all its members. The General Meeting approves the admission and expulsion of
the working staff, elects and determines the general policy and activities of the
organization.
(b) Resolutions shall be passed by a simple majority of those present.
(c) The annual general meeting shall be held at such time and place as thedirectors Shall appoint.
(d) The quorum for the meeting shall be 2/3 of the members.
14. All general meetings other than annual general meetings shall be called extra
ordinary general meetings.
15. The Board may whenever it thinks fit, convene an extra ordinary general meeting
and extra general meetings shall also be convened by such requisition, as provided by
section 132 of the Act. If at any time there are not within Uganda sufficient directors
capable of acting to form a quorum, any directors or any member of the company may
convene an extra general meeting in the same manner as nearly as possible as that in
which meetings may be convened by the advisory board.
16. NOTICE OF GENERAL MEETING:
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(a)An annual general meeting and a meeting of the Organization called for the
passing of a special resolution shall be called by twenty one (21) days notice in
writing at the least, and a meeting of the Organization other than an annual
general meeting or a meeting for the passing of a special resolution shall be
called by a fourteen days notice in writing at the least.
(b) The notice shall be exclusive of the day on which it is served or deemed to be
served and of the day on which it is given, and shall specify the place, the day
and the hour of meeting, and, in case of a special business, the general nature
of that business shall be given in a manner if any, as may be prescribed by the
organization in the general meeting, to such person as are, under the articles of
the organization entitled to receive such notices from the organization.
(i) In case of a meeting called as the annual general meeting to all members
are Entitled to attend.
(ii) In the case of any other meeting to a majority in number of members having
Aright to attend and vote at the meeting.
17. PROCESSING AT MEETINGS:
All business shall be deemed special that is transacted at an annual general meeting,
with the exception of the consideration of the accounts, balance sheets, and the
reports of the Board and auditors and the appointment of, and the fixing of the
remuneration of the auditors.
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18. Save as herein otherwise expressly provided, one third of the registered members
being present in person shall form quorum; and no business shall be transacted or if
transacted shall be; legal unless a quorum has been realized; and no business shall be
transacted or if transacted shall be legal unless a quorum of members is present at the
time when the meeting proceeds to business.
19.If within half an hour from the time appointed for the meeting, if convened upon
requisition of members there is no quorum raised, the meeting shall be dissolved, but
in any other case it shall stand adjourned to the same day in the next week, at the
same time and place, or to such other day and place as the Board may determine, and
if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the holding of the meeting, the members present shall be the quorum.
20.The Chairperson of the Board shall preside at every general meeting of the
organization and in his absence, the vice chairperson shall preside; but if within thirty
minutes after the time appointed for the holding of the meeting neither the
chairperson nor his vice are present, the assembled shall choose a chairperson from
amongst themselves.
21.If at any meeting no board member is willing to act as chairperson or if no Board
member is present within thirty minutes after the time appointed for holding the
meeting, the members present shall choose one of the members to be chairperson of
the meeting.
22.The chairperson may with consent of any meeting at which a quorum is present (and
shall if so directed by the meeting), adjourn the meeting from time to time and from
place to place, but no business shall be transacted at any adjourned meeting to
another place.
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When a meeting is adjourned from thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting, but otherwise it shall not
be necessary to give any notice.
23.The decisions of the board shall be taken by Biblical confirmation of its members
present or represented.
24.The quorum necessary for the transaction of the business of the meeting may be fixed
by the Directors and unless so fixed shall be 2/3.
FINANCE
25.SOURCE OF FUNDS:
(a) Voluntary contributions from the members.
(b) Income from the organizations activities and School.
(c) Donations, gifts and grants.
(d) Fund-raising and any other lawful source.
26.EXPENDITURE:
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(a) All funds shall be used to attain aims and objectives of the Ministry and the
Ministry and no part thereof shall be paid as profit or dividend to any member
provided that this shall not preclude payment of allowance to the members for
services rendered and of salaries to employees.
(b) The Ministry expenditure shall in as much as possible conform to the budget
passed by the General Meeting.
27.BANKING:
(a) The organizations funds shall be kept in any bank selected by the Board.
(b) Money shall only be drawn from the organizations account(s) on the PRIOR
APPROVAL of the Board of Directors.
(c) The chairperson together with the Treasurer and General Secretary may makeemergence withdrawals provided that the Board of Directors shall be notified
immediately.
28.SIGNATORIES:
The General Secretary and Treasurer shall be signatories to the companys bankingdocuments and any withdrawals not in compliance with this clause shall be void;
PROVIDED that any two of the signatories one being the Treasurer may make
emergence withdrawals.
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(a) The Board shall from time to time specify what amounts to emergency
withdrawals.
(b) In case of Area Branch Projects, the administrator of such Projects, the
chairperson and the Treasurer shall be the signatories to the Projects
account(s).
29.ACCOUNTS:
(a) The Treasurer shall cause proper books of accounts to be kept with respect to:
(i) All sums of money received and spent by the organization must be
entered in books of accounts.
(ii) All sales and purchases of the organization.
(iii) All assets and liabilities of the organization.
(b) Proper books shall be kept to give a true and fair view of the state of the
organizations affairs and to explain its transactions.
30.The books of accounts shall be kept at the registered office of the organization or
subject of Section 147(3) of the Act at such other place or places as the Directors think
fit, and shall be always open to inspection of the Board of Directors.
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31. Any member of the organization may inspect the books of accounts of the
organization and Audit Reports by liasing with the Treasurer or General Secretary.
32. The books of accounts of the organization shall be audited by Auditors appointed by
the General Meeting.
33.The General Meeting when dissatisfied with the Audited Report may appoint new
Auditors.
34. AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION:
The Memorandum and Articles may be amended in whole or in part by at least 2/3
Majority of the members present and voting at a General Meeting or extraordinary
General meeting of the organization called for the purpose.
35. RULES AND REGULATIONS:
The Board may make rules and regulations for the smooth running of the organization
on specific matters but subject to approval of the General Meeting, by a simple
majority inspired confirmation.
36. DISSOLUTION OF THE ORGANIZATION:
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The organization may be dissolved by a resolution passed by two thirds of the
members at an extra ordinary general meeting convened specially for that purpose.
37. Any surplus and assets remaining thereafter shall be distributed in accordance with
the Memorandums of Association, to such organization with similar objections like of this
Organization.
We, the several persons whose names and address are subscribed are desirous of being
formed into an organization, in pursuance of this Articles of Association.
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1. REV. KIYIMBA JOSEPH
P.O.BOX 70592 KAMPALA
UGANDA.
2. MS. MIREMBE MAGRET
P.O. BOX 7O592 KAMPALA
UGANDA.
3. MR. KIYIMBA F. JUNIOR
P.O. BOX 70592 KAMPALA
UGANDA.
4. REV. HUDSON SEKABIRA
P.O. BOX 70592 KAMPALA
UGANDA.
5. MS. NANTALE VICTORIA
P. O. BOX 70592 KAMPALA
UGANDA.
WITNESS TO THE ABOVE
NAME ..
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ADDRESS ..
OCCUPATION ..
SIGNATURE ..