THE COMPANIES ACT 2012
COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
1. The Company's name is RAISE BY GRACE INITIATIVE UGANDA LTD
2. The Company's Registered Office is to be situated in the Republic of Uganda. VISION: a healthy, happy and responsible child whose rights are protected in a society that is built on respect for dignity and equity for all.
MISSION: to empower, educate and elevate the quality of life of vulnerable people.
MOTTO: together we can do more
ORIGIN: we the founders of raise by grace initiative UG ltd are in a better position today financially, physically and mentally because of the help we received from kind hearted people who take it upon themselves to help us to become what we are today , so we know what it means to lack ,therefore we decided to form an organization that will help those in need so as to help them live a happy and healthy life.
CORE VALUES: our values include integrity, impartiality, equality and equity, commitment and love
The Objectives for which the Company is established are:-
(a) To be a non-profit making, non-political, non-denominational organization.
(b) To provide psychosocial guidance, medical care, housing, love, fellowship and hope to children who are traumatized, stigmatized or suffering from serious ailments – HIV/AIDS, Chronic malaria, Hydrocephalus, epilepsy, sickle cells, among others.
(c) To set up children’s home in the District with a purpose of providing care and support to homeless children, neglected/abandoned, malnourished and those in need of special care.
(d) To increase opportunities for vulnerable school going age children to attend nursery, primary, and vocational schools education to enable them attain basic education and skills for future self-sustainability.
(e) To liaise with Policy makers, law enforcers and the Community to protect children’s rights.
(f) To set up a strong governance and management system to ensure effective direction, a strong sustainable and technical resource base to achieve our Mission.
(g) To Affiliate or confer with national and international children hospitals and organizations with a purpose of providing better health services to children with serious ailments.
(h) To train school drop outs in practical skills in Carpentry, tailoring, Agriculture and to promote education among the advantaged and disadvantaged and organize income generating projects for funds to enhance their education.
(i) To establish and promote training centres in selected areas to demonstrate modern and improved methods of farming, Agriculture, horticulture, livestock, crop production, poultry and bee keeping.
(j) To rear pigs, sheep, poultry, cattle, fish and other livestock of every description and carry on all or any of the projects in dairymen, cheese, pork, butter, eggs for the benefit of members.
(k) To provide for the delivery, and holding of seminars, exhibitions, lectures, public meetings, classes, revival conferences and camps calculated directly or indirectly to advance Christian education and the course of the gospel of Jesus Christ.
(l) To organize, plant, establish, foster and carry on a school or Schools, college or colleges, institute or institutes with the purpose of providing free Christian and general education, and sound academic, classical, mathematical, technical and general education of the highest order to the poor, needy, helpless and disadvantaged children of Uganda.
(m) To strengthen Institutional capacity of Instructors/tutors training institutions and build an appropriate qualification system for the Centre Instructors/Tutors.
(n) To conduct workshops for the training of the people connected with the company and,
(o) To operate such institutions of charity as Orphanage, old age, missionary, handicapped rest homes.
(p) To procure to be written and print, publish issue and circulate gratuitously or otherwise any report, books, bibles, pamphlets, leaflets or other documents for promotion of religious and charitable purposes.
(q) To cater for orphans, handicapped, the poor and needy spiritually and materially.
(r) To Operate a Bookshop for Christian, academic, classical, mathematical and technical education and any other related things.
(s) To raise and borrow money though fundraising and credit intuitions
(t) To establish a printing plant for carrying out all printing works of materials conducive to the spreading of Christian education and the Gospel of Jesus Christ.
(u) To be the relational link between the various local churches and groups and other churches within and outside Uganda for mutual benefit and care.
(v) To establish, operate and engage in such project activities, schemes and programmes as are of charitable nature and intended to provide relief and the rehabilitation, reconstruction and development of Uganda.
(x) To pay all or any expenses in connection with the promotion, formation and incorporation of the Company, or to contract with any company, firm or person to pay the same, and to pay commission to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.
(y) To do all such other things as may be deemed incidental or conducive to the attainment of the Company's objects or any of them.
(z) to enter into partnership or any other arrangement for sharing profits, union of interest, or cooperation, in concerns or otherwise with any person or person, firms or company or corporation carrying on or engage in or transaction which the company may deem capable of being conveniently carried on in connection with the above or calculated directly to enhance the value of or render profitable any of the company’s property and/or whereby company would benefit.
(aa) To lend money to such companies and Associations and on such terms as may seem expedient and in particular to customers and others having dealings with the company.
(bb) To develop the resources of the property by building, reclamation, clearing, draining and otherwise improving, farming and planting on any terms of the system that may be considered advisable.
(cc) To create any depreciation fund, reserve fund, sinking fund or funds, insurance fund or any other special fund extending to or maintaining any of the property of the company or for any other purpose of the company or for any other purpose conducive to the objectives of the Company.
(dd) To carry on any other business of wholesale and retail dealers in piece goods of silk, cotton, lien, and other materials i.e. cotton (whether raw or ginned) and all other produce and groceries.
(ee) To deal in tendering and provision of extension services in Business management, finance planning, feasibility studies and any other services of the kind.
(ff) To place or deposit with any banks for any period of time the monies not required for the immediate use of the Company and invert the same in approved and sound securities, and to take or acquire shares and securities in any other company and sell and realize such securities when necessary and lend on real or personal property or approved securities as well as on the company’s policies extinguishing or obtaining the release from any policy, contract or liability.
(gg) To secure any guarantee by mortgage, change, lien or otherwise, the performance by the company of any obligation or liability it may undertake.
(hh) To procure any company to be registered in any other territory, colony, place and in any foreign country or place.
(ii) to act as agents or brokers and as trustees for any person, firms, or company and undertake and perform such contracts and also to act in any of the businesses of the company through or by means of agents, brokers, such contracts, or others either alone or in conjunction with others and in any part of the world.
(jj) To remunerate any person, firm or company rendering services to the company either by cash payment or allotment to him or share or securities of the company credited as paid up in full or in part or otherwise as may be thought expedient.
(kk) To subscribe to or otherwise assist benevolent charitable, national, or other institutions, societies, clubs, funds or objects of the public character.
(ll) To establish financing institutions throughout the country to help entrepreneurs promote their businesses.
(nn) To establish and carry on the Business of money lending and design loan products suitable for members.
(pp) To train youth and adults to spread, propagate and communicate the Gospel of Jesus Christ, through teen and adult work, evangelism teams, Agricultural projects, films and videos, collective and individual efforts and through any other means.
(qq) To do all the things herein before authorized either alone or in conjunction with others or as factors, trustees, or through agents and all such other
things as may be deemed incidental or conducive to the attainment of the above objects or any of them.
AND IT IS HEREBY DECLARED in the interpretation of this clause the meaning the Association’s objects shall not be restricted by reference to any other objects or by just a position of two or more objects other than the name of the Company, and the objects specified in each of the paragraphs of this clause shall, unless otherwise provided, be regard as independent objects and in case of any ambiguity this clause shall be construed in such a way as to widen and not to restrict powers of the Association.
Every member of the Association undertakes to contribute to the assets of the Association. In the event of being wound up while a member, or within one year afterwards, for payment of the debts and liabilities of the Association, contracted before such a member ceases to be a member, and the costs, charges and expenses of winding up for the adjustment of the rights of the contributors among themselves, such as amounts as may require not exceeding Uganda Shillings (50,000/=)
In case of winding up dissolution of the Association, Whatever remains after satisfaction of all assets, debts and liabilities, any property Whatsoever, the same shall be transferred to anybody or Institution having wholly or partly similar objects to the objects of RAISE BY GRACE INITIATIVE UG LTD and in accordance with the wishes and desires of the bona fide donors and contributors of the Association’s funds, provided that the managing controlling organ of the Association for the time being exercising such control shall have the power to determine the recipient body/bodies of institution(s) aforesaid. THE
COMPANY LIMITED BY GUARANTEE WITHOUT SHARE
“The Association Means” RAISE BY GRACE INITIATIVE UG LTD.
“The Act” Means the Companies Act Cap 112 Laws of Uganda.
“The Board” Means the Board of Directors of the Association as established in these Articles.
a) To train youth in practical vocational skills for job creation leading to selfsustenance.
b) In the implementation of this policy the organization shall not be subject to any unlawful control and/or manipulation by any organization, and shall further not subject to any control or manipulation [even if the same be lawful] if the same shall not be in the interest and/or in accordance with the objects of the Association.
c) Members shall include the subscribers to the Memorandum of the organization and such other persons who the Board shall admit to membership.
Associate membership may be extended to an organization or Association that may subscribe to the objectives of the organization. Honorary membership may be extended to a person or persons that support the organization in realizing its aims and objectives.
d) Any member who wishes to disaffiliate or retire from the Association shall signify his wish in writing to the Secretary and thereupon his name shall be removed from the list of members and shall be deemed to have retired.
e) The Board may in writing terminate the membership of any person if:-
f) Does not attend three consecutive/ Association ordinary meetings having been notified of such meeting and such non-attendance being without any reasonable cause in the opinion of the Board.
g) The Board may in its absolute discretion terminate the membership to the Association of any person who in the Board’s opinion is acting contrary to the interests and/or objects of the Association or who is omitting to act in the interest and /or in accordance with the objects of the Association.
h) He conducts himself in such a manner that a strong inference of disaffiliation can be drawn. PROVIDED that nothing in this section shall be read to preclude the Board of Directors from suspending the membership of any
person or further, from referring to the advisory board the matter of discipline of any member.
FUNCTIONS, COMPOSITION AND POWER OF THE GENERAL MEETINGS.
The general meeting shall be the supreme decision making body on all matters pertaining to the Association and it shall perform the following functions:-
(a) Elect the Advisory board 5 members.
(b) Amend and adopt the Articles of Association.
(c) Elect among them-selves and assign duties to any members as may be required from time to time.
(d) Take decision on audited statements of accounts submitted by auditors of the Association.
The board of trustees (hereinafter referred to as the Board) shall comprise of the following persons:-
(a) The Chairman;
(b) The Secretary;
(c) The internal auditor
The Chairman shall among other responsibilities:-
(i) head the Board and shall be responsible for providing direction and vision to the Association nationwide;
(ii) Chair and regulate the frequency of all the Board meetings;
(iii) be responsible for conducting relations between the Association and other Associations within and out of Uganda;
(iv) be accountable for all the Association finances; and
(v) The chief spokesman of the Association.
The Secretary shall:-
(a) keep or cause to be kept a true record in the English language of all the proceedings of the business meetings of the Association;
(b) keep a proper record of all properties of the Association and administer their use for the Association;
(c) provide facilities for all meetings; and
(d) Be responsible for all administrative matters of the Association.
a) Assess the company risks and the efficacy of its risk management efforts
b) Ensure that the company is complying with the relevant laws and statues
c) Evaluate internal control and make recommendations on how to improve
d) Identify shortfalls or gaps in processes
e) Investigate fraud
f) Communicate the findings and recommendations
g) Conduct a number of smaller focused internal audits throughout the year.
There shall be a patron to the Association appointed by the Board and who:-
a). may sit and attend all the meetings of the Association organ thereof;
b). shall advise the Association and any person thereof generally and/or on all matters relating to leadership, development e.t,c. and shall be entitled in the execution of his duties to perusal of all documents in the custody of any member, office or organ of the Association.
A person on the Board shall loose his office if:-
(vi) by notice to the Chairman he resigns;
(vii) being the Chairman, by notice to the Board he resigns; and
(viii) he is removed from office by the Chairman in consultation with the rest of the Board Members.
The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meeting as they see it fit say that Board meetings shall be held at least four (4) times annually and the quorum shall be at least five (5) members.
The function of the advisory council are
i. Provide general oversight of the association
ii. Monitor progress towards the stated goals of the company
iii. Supervise the financial status of the company and use of the fund
iv. Provide encouragement, professionalism, advice and spiritual counseling as necessary advocacy , resource and strategic thinking for the work of the association
v. Monitor fundraising appeals
vi. Approve expenses reports for international donors and others as may be necessary
The council shall be composed of the following
a) Two founder members
b) An expatriate in case there is funding from international charities, trust, corporate organizations.
c) Technical persons qualified in any field of interests of the company in any case not exceeding two at a time.
d) The number in the council shall not exceed five and three of them must be women
e) They shall choose among themselves a sectary and chairperson
a) They shall stay in office for a period of three years.
b) Any member shall be elected in the council not more than two times.
c) The members will determine their rule of procedure at their first meeting
d) All work and services done by any member of the council is voluntary under otherwise determined by the board of trustees.
CHAIRMAN
a) Shall be the head of the executive committee
b) Shall preside at all general meetings , committee and conferences
c) Shall convene or cause to be convened the annual / extra ordinary meeting and committee meetings
d) Present report to the board of trustees
e) Shall ensure in the general meetings that al notions are decided by the majority of all members and that if the voting is equal, the chairperson shall have the casting vote.
f) The decision of the chairperson on any question of the procedure in a general meeting shall be final. Shall sign minutes after they have been approved and confirmed by annual general meeting.
g) Shall be signatory to the company Bank accounts
h) Shall perform any other activities delegated to him by the board of trustees
VICE CHAIRPERSON
a) Shall be second in command of the chairperson
b) Shall act as a CHAIRPERSON or by the executive committee
c) Shall perform dich other duties as assigned by the chairperson.
i. Prepared and send all necessary notifications to al officers, chairmen of the committee and members as required
ii. Attend and record minutes of the meeting
iii. Mention and keep up-to- date the correct register of members
T R E A S U R E R
The Treasurer shall:-
(a) under the directions of the Chairman, receive and disburse funds of the Association;
(b) keep or cause to be kept all books of accounts and make them available to the members of the Board or any other persons chosen by the Board;
(c) bank or cause to be banked on the Association’s account all monies received on its behalf;
(d) Produce an annual budget and report and present these to the Board.
a) Shall be held within the first four months of each calendar year.
b) The business of this meeting shall be to:
(i) Receive and deliberate on the Chairman’s report of activities and matters arising there from, in the preceding year.
(ii) Elect and /or eject officials of the association for justifiable cause. The official of the Associations shall be elected annually, but officials may be eligible for re-election.
(iii) Consider and adopt meeting proceeding of the Association.
c) The quorum required in this meeting shall be constituted by at least one third of registered members.
d) This meeting shall be called by the Secretary in close consultation with the Chairman after 21 days’ notice specifying such date, time and place of meeting.
e) Voting in the meeting shall be by open participation for election of office bearers, and by show of hands where policy matters are concerned and shall be on the basis of simple majority.
a) May be convened at any time upon either a requisition setting up/out the proposed agenda in the prescribed manner.
b) The quorum at this meeting shall be constituted by at least two thirds of the members of the Executive Committee, or by one third of the members of the association already paid up.
a) Shall be called by the Chairman to deliberate on policy implementation agreed and adopted at Annual General Meeting and approved by the Board of Trustees.
b) This meeting shall have effect if the decision reached was by a simple quorum of 51% of the members of the Executive Committee.
c) This meeting shall have the power to constitute ad hoc SubCommittees to carry out specific duties and functions of beneficial interest to the association.
11.
a) The Association shall obtain, raise and seek to raise funds by any honest means to realize its objectives and such shall on regular consultation with the Advisory Board be used at the discretion of the Board of Trustees for purposes not limited to the following, payroll, rent, travel expenses, Association expenses and budgets and miscellaneous items save that when
b) funds are obtained or raised for a designated purpose, these funds shall as a matter of policy be used for their designated purpose; and
c) All gifts, contributions and funds received by the Association shall become solely the property of the Association for its use by the terms and conditions attached by the donor thereof. No contribution or donation for purposes contrary to the objectives of the Association shall be received by the Association.
The Association shall be solely responsible for disbursing and controlling its funds and in particular:-
i. the Chairman of the Board shall be accountable for all the Association finances;
ii. the Treasurer shall be responsible for all the Board accounts books and cheque books and provide financial statements; balances and organize budgets for the Board’s work;
iii. all finance shall be deposited on bank accounts in the name of the Association in the banks to be decided upon by the Board;
iv. There shall be three signatories to the Bank account.
v. The Chairman, Secretary, and Treasurer and all the cheques or withdrawals shall be countersigned by at least two of the three signatories (Without excluding the chairman).
i. Any member of the Association who serves on the Board of trustees or devotes special attention to the business of the Association or who otherwise performs service which in the opinion of the Board of Trustees are
ii. Outside the scope of the Ordinary duties of the members may be such extra remuneration by way of salary, percentage of profits or otherwise as the Board may determine.
These articles and memorandum of Association may be modified, enlarged or added to from time to time by special resolution passed by two-thirds majority vote of the members present in person at a meeting; provided notice of the said meeting shall have been given to the members of the Association in accordance with the provisions of section 118 [2] of the said companies Act.
a) There shall be an Association Seal which shall be in the custody of the Chairman.
b) All legal instruments executed on behalf of the Association shall have the Seal affixed thereto and signed by the Chairman and countersigned by the Secretary.
c) The Team shall after meeting all the liabilities of the Association distribute all the assets in accordance with clauses 5 of the Memorandum of Association.
(a) The Association may be dissolved by a resolution passed by a special resolution.
(b) The dissolution shall take effect from the day when the resolution is passed and the Board of Trustees shall be responsible for winding up of the assets and liabilities of the Association.
(c) If any property remains it shall be distributed to the Community as the Board of Trustees shall recommend.
This Memorandum and Articles of Association were read in a general meeting held on the ......................and were there by adopted. All the members of RAISE BY GRACE INITIATIVE UG LTD shall abide by the rules and regulations herein and strictly guard and uphold this Memorandum & Articles of Association as the supreme law, to always refer to in all matters for effective and efficient operation of the Association.