THE REPUBLIC OF UGANDA
THE COMPANIES ACT
COMPANY LIMITED BY GUARANTEE
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
AMARIATEK FOUNDATION
Incorporated this ................day of ......................2021.
DRAWN & PREPARED BY:
BOARD OF DIRECTORS
P.O. BOX,
KAMPALA.
THE REPUBLIC OF UGANDA
The Constitution of AMARIATEK FOUNDATION
DEFINITIONS:
In this constitution unless the context otherwise requires, the following
words shall be construed as follows:
“Board” Shall mean the governing board trustee’s
established under the constitution.
“Director” Shall mean a member of the Management
committee
“Government” Shall mean the government of the
Republic of Uganda.
“Constitution” Shall mean these Articles and
Memorandum.
“Management committee” Shall mean the committee formed
Under the Organisation
“Member” shall mean member
“Organisation” shall mean AMARIATEK FOUNDATION
Words importing masculine gender shall include the feminine.
ARTICLE: 1 NAME:
The name of the Organisation shall be AMARIATEK FOUNDATION
ARTICLE: 2 REGISTERED OFFICE AND ADDRESS:
The registered office of the organisation shall be situated in Lira and
Kampala District.
ARTICLE: 3 SPECIFIC OBJECTIVES:
1. To build a movement of resilient young people who can
advocate and participate in the development of their
communities.
2. To address the problem of underprivileged children,
adolescent girls, young women and youth through
creating awareness on the availability of program
services.
3. To improve on the quality of lives for the vulnerable
orphaned children, the young people and the widows.
4. To raise awareness about HIV/AIDS/STD through
information dissemination and including comprehensive
sexual and reproductive health and
rights(SRHR)programs.
5. To provide training in various fields designed to improve
and raise the quality of life of vulnerable communities in
order to combat the cycle of poverty.
6. To initiate, promote and support the imparting of life
skills through culture, art and sports for social change
7. To encourage the use of and development of individual
talents for recreation, entertainment, income generating
and employment
8. Support youths to access opportunities for both formal
and informal vocational training.
9. Emphasize the importance of agriculture towards
community and national development and act as an
advocate for the same
10. To enhance the capacity of families and communities in
Uganda to respond to the poverty problem through
intervention that reduces poverty, disease and ignorance
so as to improve on the well fare of communities.
11. To liaise and/or work with groups, organizations and
individuals with similar objectives with the purpose of
fulfilling the objectives of AMARIATEK FOUNDATION.
12. To promote arrangements that aim at enhancing the
capacity of youth to exercise their talents through
singing, sports or otherwise enabling them to live to their
full potential.
13. To rejuvenate families, schools and identify individual
capacities of learners, so as to exploit their natural
potentials.
14. To help parents appreciate their role in guiding and
leading their children.
15. To receive grants and donations under conditions
acceptable to the organisation.
16. To amalgamate, affiliate, confer, consult, contact and
cooperate with organisations, institutions, societies,
Associations and individuals whose objectives are in
whole or in part similar to those of the organisation.
17. To engage in activities geared at educating the youth,
women and other people in participating in educational,
economical, and social development and in making
individuals realize their potential.
18. To foster all efforts and activities geared at educating the
youth in particular, and the people generally, in various
fields of health including guidance and counselling on
HIV/AIDS.
19. To build the character and welfare of the destitute
children in and outside the education institutions. This
also includes orphaned, street children and the disabled
ARTICLE: 4 AREAS OF OPERATION:
The operations of the organisation shall be in Kampala and later on
beyond.
ARTICLE: 5 PROPERTY:
The income and property of AMARIATEK FOUNDATION whenever and
where so ever derived shall be applied solely towards the promotion of
the objectives of the organisation its constitution and no portion thereof
shall be paid, transferred, directly or indirectly by way of profit, bonus
and/or dividends to the members of the organization.
PROVIDED, however, that nothing herein contained shall prevent the
payment in good faith.
ARTICLE: 6 MEMBERSHIPS:
Membership of organisation shall be open to individuals, organisations
and associations upon application and registration thereof.
ARTICLE: 7 CESSATION FROM MEMBERSHIP:
Cessation from membership of AMARIATEK FOUNDATION shall be:
(a) By signing a resignation
(b) If a member is found to be of unsound mind
(c) If a member commits an act amounting to a breach of the
objectives of the organization.
(d) If a member is dismissed by the General Assembly.
ARTICLE: 8 SUBSCRIPTIONS AND MEMBERSHIP:
Membership and Subscription fee shall be set by the General Assembly.
ARTICLE: 9 REGISTER OF MEMBERS:
There shall be a register in which names and addresses of members shall
be kept. The register shall be kept under the custody of the secretary.
ARTICLE: 10 THE BOARD OF TRUSTEES
(1) There shall be a Board of Trustees which shall consist of;
(a) The Chairperson
(b) The Vice-Chairperson
(c) The secretary
(d) The Treasurer, and
(e) Such other four members
(2) Members of the board of Trustees shall hold office for three
consecutive years PROVIDED that the expiration of their term
shall be eligible for re-election.
(3) The board of trustees shall convene a meeting at least once in
every three months.
(4) Any member of the board of trustees shall be liable for removal
by the general assembly for any of the following reasons;
(a) If he becomes of unsound mind,
(b) If he/she is declared bankrupt
(c) If he/she conducts himself in a manner unbefitting a
member of the Governing Board.
(d) If he/she abandons and /or neglects his duties and
obligations of the Organization for a period of one year.
(e) If he /she commits a criminal offence which in the
opinion of the General Assembly tarnishes his image
in the public and that of the Organization.
(f) If he becomes incapable of performing his duties by
any other reason not herein mentioned.
(5) Any member of the Organization shall vacate his office upon
his;
(a) Resignation in writing;
(b) Death;
(c) Removal by the General Assembly.
(6) The Governing Board shall be the principal organ for governing,
conducting and administering the affairs of the Organization
and shall have full powers to act on behalf of the General
Assembly subject to the subsequent approval by the General
Assembly.
(7) In particular and without derogation from the generality of the
immediately preceding paragraph, the Governing Board shall
have power, inter alia:
(a) To appoint, discipline, transfer and terminate the
appointment of employees of the Organization.
(b) Create or approve the creation of administrative and
other posts necessary for the affairs of the
Organization.
(c) To administer the property and finances of the
Organization, enter into or approve any agreement,
loans, mortgages, or charges; approve any projects
intended to generate funds for the Organization and to
approve the supplementary or additional estimates of
revenue and expenditure of the Organization.
ARTICLE: 11 THE MANAGEMENT COMMITTEE
This will be headed by the Executive Director and he/she shall have the
following duties and functions;
1. Responsible for the day to day running and administration of the
organisation.
2. Controlling and administering the funds of the
organisation.
3. Implementing policies.
4. Submitting annual budgets and reports to the
Governing Board.
5. Making policy recommendations to the Governing
Board.
6. Monitoring and evaluation of the organisation’s
activities.
7. The functions of the management Committee shall
include;
(a) To work hand in hand with the Governing Board in affairs
concerning the management of the property of the organisation
with powers to advise the General Assembly in cases of
mismanagement of the property.
(b) To represent the organisation in all legal proceedings.
ARTICLE: 12 MANAGEMENT:
The management of the Organisation shall be vested in the Management
Committee, which shall be elected every after three (3) years at the
General Meeting, the composition of which shall be as follows;
(a) The Executive Director
He/she shall be the Chief Executive Officer of the Organization and
shall chair all the meetings of the General Assembly and the
Governing Board.
(b) The Deputy Executive Director
(i) He/she shall deputize for the Executive director in all
matters of the organisation
(ii) He/she shall perform such other duties as delegated to him
by the executive director.
(c) The Secretary-General
(i) Be the secretary at all meetings of the Governing Board and
the General Assembly and shall distribute the minutes of the
previous meetings to all members at least a month before the
next meeting.
(ii) Give notice of the meetings of the General Assembly at least
one month in advance and those of the Governing Board at
least seven days prior to the meeting.
(iii) Maintain a register of all members of the organisation and
shall distribute copies of the same at every General meeting.
(d) The Finance & Audit Manager
(i) The finance and Audit manager shall be responsible for
the preparation of the annual accounts of the
organisation.
(ii) Be an alternative signatory to the Bank Accounts of the
organisation after the principle signatory of the
chairman.
(iii) Present dully audited accounts to the annual general
meeting of the organisation.
(iv) Perform any other financial duties that may be assigned
to him by the management committees.
ARTICLE: 13 MEETINGS OF THE GOVERNING BOARD:
1. The Governing Board shall meet at least twice in a year.
2. The quorum for the Governing Board shall be taken by a simple
majority of the members present.
3. All members shall have one casting vote and in case of a tie the
chairman shall have a deciding voting
ARTICLE: 14 THE ANNUAL GENERAL ASSEMBLY:
(a) All members of the organization shall meet in an Annual General
Meeting at least once a year for the purpose of;
Confirming the minutes of the preceding General Assembly
Receiving and passing the annual accounts of the Organization.
Doing any other business that may arise from time to time.
(b) One third of the registered members shall constitute a quorum of
the General Assembly.
(c) Decisions of the General Assembly shall be determined by a simply
majority.
ARTICLE: 15 SPECIAL GENERAL MEETING:
(a) (I) an extraordinary meeting may be convened at any time
by the chairperson provided always that it shall be requested
in writing by at least 20% of the members. The purpose for
convening such a meeting shall be spelt out in the notice
written two weeks prior to the said meeting.
(ii) All rules and regulations applied in the proceedings of the
General Assembly shall apply to the proceedings of the said
special general meeting.
(b) Conferences, seminars, workshops etc may be held by the
Organization anywhere shall not be considered to be extra-
ordinary meetings
ARTICLE: 16 FINANCIAL MANAGEMENT;
(1) SOURCE OF FINANCES:
Finances of the organisation shall be raised from;
(a) Proceeds from fundraising activities or rental income from the
organisation properties.
(b) Grants and donations from Government, Non-Governmental
organisations, and Individuals.
(c) Membership fees
(2) BANK ACCOUNTS:
Bank accounts shall be opened in banks that shall be determined by the
organization management
(3) ACCOUNT AUDITING:
(a) The Organization management shall cause proper and sufficient
book keeping in respect of assets and liabilities of the
Organization, sums of money received and expended by the
Organization and sale/purchase of the services and goods.
(b) At least once every year the books of the Organization shall be
examined and the correctness of the income and expenditure
accounts and balance sheet shall be examined and ascertained
by the qualified auditors, as and when the Governing body and/
or the Donors shall require.
(c) The auditors report shall be presented to the Governing board.
(d) The funds raised and received by the Organization shall be used
only for the furtherance of the objects of which the Organization
is established.
ARTICLE: 18 NOTICES:
A notice shall be served to AMARIATEK FOUNDATION only either by
sending it through post in a letter, envelope or wrapper addressed in
such a manner at his residential place of address. Every member whose
registered place of address is not in Uganda may from time to time notify
in writing to the organization an address in Uganda which shall be
deemed his registered place of address. As regards those members who
have no registered places of address in Uganda, notice posted up in the
registered office shall be well served on them at their addresses abroad.
ARTICLE: 19 GENERAL:
1. This constitution may be amended at a general meeting of the
General Assembly by a resolution supported by the note of at
least two thirds of all members of the Assembly.
2. Where it is intended to amend the constitution the notice
convening the meeting shall state the fact and the general
nature of the proposed amendment.
ARTICLE: 20 DISSOLUTION:
(a) The organization shall only be dissolved by a resolution of the
Governing Board which must be tabled and voted for by three
quarters (3/4) of the members.
(b) At the dissolution of the Organization the Registrar and the
general public must be notified.
(c) An inventory of the assets of the Organization shall be prepared
and the core assets shall be sold of and the proceeds shall be
passed on to an organisation of similar objectives operating in
the area that the dissolved Organization has been operating.
(d) However no dissolution shall be affected without the prior
permission in writing of the Registrar of companies obtained
upon an application in writing to him/her made in writing by
the Governing Board and signed by all.
ARTICLE: 21 DECLARATIONS:
We the several persons whose names and address are below
mentioned are desirous of forming AMARIATEK FOUNDATION in
pursuance with this constitution which we wish to adopt as the
governing principle in managing the affairs of the Organization.
ADOPTED AND CONSOLIDATED THIS…………… DAY OF
………………………….THE YEAR OF OUR LORD………………….
SIGNED: SIGNED:
_________________ _________________________
CHAIRMAN SECRETARY-GENERAL
NAMES OF ADDRESSES AND SIGNATURE OF
SUBSCRIBES DESCRIPTION OF SUBSCRIBERS.
SUBSCRIBERS
CHAIRPERSON
LINDA ABEJA
xxxxxxx
AMARIATEK FOUNDATION-ORGANIZATION STRUCTURE.
GENERAL ASSEMBLY
BOARD OF TRUSTEES
MANAGEMENT COMMITTEE
EXECUTIVE DIRECTOR
SECRETARY GENERAL DEPUTY EXECUTIVE DIRECTOR
PROGRAMMES PROJECT MANAGER ASSISTANT PROGRAMMES MANAGER
HEAD OF DEPARTMENT ADMINISTRATOR FINANCE & RISK MANAGER
TECHNICAL MARKETING & OUTREACH HUMAN PROCUREMENT AUDIT
PROJECT TEAM RESEARCH RESOURCE MANAGER MANAGER
MANAGER MANAGER
DISTRICT DISTRICT DISTRICT DISTRICT DISTRICT DISTRICT
PROGRAM PROGRAM PROGRAM PROGRAM PROGRAM PROGRAM
MANAGERS MANAGERS MANAGERS MANAGERS MANAGERS MANAGERS
