THE REPUBLIC OF UGANDA
THE CONSTITUTION OF THE INDIAN ASSOCIATION – UGANDA
ARRANGEMENT OF ARTICLES
- ESTABLISHMENT, APPELLATION, LANGUAGE AND COLOURS OF THE ASSOCIATION
- NATURE OF THE ASSOCIATION
- AIMS AND OBJECTIVES OF THE ASSOCIATION
- DEFINITIONS AND INTERPRETATIONS
- TRANSITIONAL AND SAVING PROVISIONS
- EXECUTIVE COMMITTEE
- SPECIAL GENERAL MEETINGS / EXTRA ORDINARY GENERAL MEETINGS
- EXECUTIVE COMMITTEE MEETINGS
- PROCEDURE AT THE MEETINGS
- FUNDS OF THE ASSOCIATION
- BOARD OF TRUSTEES
- THE SEAL
- RECORDS AND MINUTES
- FORMATION OF BRANCHES
- FORMATION OF BUSINESS FORUM
- FINANCIAL YEAR
- AMENDMENTS TO THE CONSTITUTION
- RECIPROCITY AND COMITY
- BY – LAWS
SPECIAL RESOLUTION FOR AMENDMENT AND REVISION OF THE CONSTITUTION OF THE INDIAN ASSOCIATION – UGANDA
At the Special General Meeting of the Indian Association – Uganda that was held on 25th March 2012 at its offices on Plot 10/12 Nakasero Lane Kampala, it was unanimously resolved that the Constitution of the Association be amended to provide for various matters as contained in the minutes, and that the revised Constitution be duly filed in accordance with the provisions of the Trustees Incorporation Act.
This revised Constitution of the Indian Association – Uganda is
Therefore hereby filed this ………… day of ………………………… 2012.
REPUBLIC OF UGANDA
THE TRUSTEES INCORPORATION ACT
(CAP 165 LAWS OF UGANDA)
REVISED CONSTITUTION OF
THE INDIAN ASSOCIATION – UGANDA
(REVISED MARCH 2012)
ESTABLISHMENT, APPELLATION, LANGUAGE AND COLOURS OF THE ASSOCIATION
1.01:There is hereby established an Association to be known as "The Indian Association - Uganda" hereinafter referred to as "the Association".
1.02: The Association is a voluntary social Organization of persons of Indian origin residing in Uganda.
1 03:The headquarters of the Association shall be situated in the City of Kampala, Uganda.
1.04: The official language of the Association shall be English / Hindi.
1.05: The official colors of the Association shall be navy blue and orange.
NATURE OF THE ASSOCIATION
2.01: The Association shall be charitable non-profit making body, and shall be strongly geared towards initiating and promoting charitable causes particularly in the fields of health and education among the local community in Uganda.
AIMS & OBJECTIVES OF THE ASSOCIATION
3.01: The aims and objectives for which the Association is established shall be:
a) To promote social, educational, economic and cultural welfare of the people and residents of Uganda.
b)To promote, support and organize such activities to encourage the advancement and propagation of Indian and Ugandan Culture and Philosophy.
c) To promote and coordinate the activities of the various Communities in Uganda with a view to advocating, safeguarding and protecting the interests and general welfare and betterment of the communities.
d) To support and foster cultural, economic and social relationship among the people of India, between the Ugandans and Indians of all communities residing in Uganda.
e) To initiate and promote charitable causes particularly in the fields of health, education and social welfare among the local population in Uganda. This will include contributions towards the treatment of children with chronic illnesses; rejuvenation and maintenance of the schools owned by the Association in the various Districts of Uganda; and contributions to alleviate hardships suffered by the various communities of Uganda that result from natural calamities.
f) To establish branches throughout the Republic of Uganda for better administration of the association's activities and implementation of its objectives.
g) To print, publish, or cause to be printed and published and to distribute books, booklets, leaflets, newsletters, magazines and other periodicals and any other mode of communication for the purpose of giving information with regard to the work of the association and for furtherance of its objectives
h) To establish institutions of learning, sports, recreation, health and any other similar activities in the interest of the Association
i) To promote a youth wing of the Association.
j) Where possible to coordinate and promote the activities of other community organizations of in Uganda.
k) To promote harmony and mutual understanding amongst various organizations in the Republic of Uganda.
l) To make representations to the appropriate authorities to protect and safeguard the interests and well being of the residents of Uganda.
m) To raise funds byway of accepting gifts, donations or otherwise, for the Association.
n) To accept the management of any trust fund or endowment in which the Association is interested or is conferred with.
o) To receive monies, securities, instruments and I or any other moveable property for and on behalf of the Association.
p) To acquire, hold, manage, develop or dispose of properties of all kinds, whether moveable or immovable, and to derive capital or income the reform for all or any of the objects of the Association.
q) To incorporate and register, in accordance with the Trustees Incorporation Act of Uganda, various Trusts for purposes of holding, managing and administering the properties owned by the Association in the various Districts of Uganda.
r) To raise or borrow money for all or any of the foregoing objects in such manner and upon such security as may from time to time be determined by the Association members.
s) To invest and deal with funds of the Indian Association Uganda in such manner as may from time to time, be determined by the Executive Committee of the Association.
t) To promote and establish a business forum of businesses owned and managed in Uganda.
u) Generally to do all such other things as are incidental or conducive to the attainment of the foregoing objects or any part thereof.
DEFINITIONS AND INTERPRETATIONS
a) "ASSOCIATION" means the Indian Association – Uganda.
b) “CONSTITUTION" means the Constitution of the Indian Association - Uganda - original and amended from time to time.
c) "INDIAN" means any male or female of Indian origin resident in Uganda
d) “MEMBER" means any person whose name appears on the register of members and is not cancelled expunged there from for any reason or who has not resigned or who has not been expelled by any resolution.
e) "BRANCH" means a sub-body of the Indian Association - Uganda recognized and established in accordance with the Aims & Objectives and Rules & Regulations of this association.
f) "EXECUTIVE COMMITTEE" means a committee duly elected from the members of the association to manage the affairs of the association.
g) “MEETING” means any meeting called and held in accordance with the Constitution.
h) "TREASURER" includes Joint Treasurer "SECRETARY" includes Joint Secretary
i) In the Constitution unless otherwise specified: -
a) the words implying the masculine gender shall include feminine gender.
b) the words in the singular shall include the plural and vice-versa.
j)"CALENDER YEAR"' means period of twelve months ending on 31st December of each year.
TRANSITIONAL AND SAVING PROVISIONS
5.0.1 Notwithstanding the revocation of the former Constitution -
a) Any power, authority or act validly exercised or done under the former Constitution shall remain fully effective as if the former Constitution had not been revoked, unless amended in accordance with new Constitution
b) Any cause or matter pending under the former Constitution shall be disposed of and determined in accordance with the Constitution.
c) The Board of Trustees of the Indian Association at the date of commencement of this Constitution shall, until replaced under and in accordance with the provisions of this revised Constitution, be deemed to be the Trustees of the Indian Association Uganda.
d) The properties of the Indian Association will continue to remain under the ownership of 'The Indian Association' in spite of the change of name to 'The Indian Association - Uganda.
6.00:Membership of the Indian Association shall be open to any person of Indian origin residing in Uganda who has attained the age of 18 years.
6.01: CATEGORIES OF MEMBERS
There shall be the following categories of members:
a) Life members
b) Honorary members
c) Ordinary members
6.02: LIFE MEMBER
Life member is one who on payment of life membership fee decided upon at the Annual General Meeting shall be enrolled as a life member. A person registered in the past as a life member of the Association continues to be a life member unless expelled or has resigned
6.03: HONORARY MEMBER
An Honorary member may be any prominent Indian on whom the Trustees and the Executive Committee confer honorary membership for his or her distinguished services in conformity with the aims and objectives of the Association.
6.04: ORDINARY MEMBERS
An ordinary member is one who is duly enrolled as such in that calendar year.
6.05:SELECTION OF MEMBERS
a) Every proposal for life membership or ordinary membership shall be made in writing to the Executive Committee in the prescribed application form and handed over to the Secretary together with the prescribed fee. In case of non-acceptance of membership, the Executive Committee will communicate to the prospective member within 30 days of date of application rejected. The prospective member has right to appeal to the Board of Trustees. The Board of Trustees will communicate its decision to the prospective member within 30 days from the date of appeal. The decision of the Board of Trustee will be final and conclusive. (Please read this article along with Article 13(o))
b) Specimen of the application form for membership is attached as Annexure I.
6.06: PRIVILEGES OF MEMBERS
a) Life members and Ordinary members shall, subject to any restrictions prescribed by these rules and any by-laws made in pursuance of these rules be entitled to all the privileges of the Association.
b) Honorary members shall not serve on the committee or vote at any meeting of the Association, and shall likewise be subject to restrictions prescribed by these rules and by - laws.
c) No member of the Indian Association - Uganda (life or ordinary) shall resort to move matters for settlement in Court before referring matters first to the Trustees of the Indian Association - Uganda for settlement.
6.07:TERMINATION OF MEMBERSHIP
a) BY DEFAULT IN PAYMENT OF DUE:
A member shall cease to be a member of this Association if he/she fails to pay his /her membership subscription by the 31st day of March of each year when his/her name shall be struck off the Register of Members.
b) BY RESIGNATION:
Any person admitted to membership of the Association may voluntarily terminate his or her membership by giving notice in writing of such resignation to the Secretary of the Indian Association Uganda and such person shall thereupon cease to be a member but shall remain liable for payment of any subscription due and owing from him or her at the time of such resignation.
c) BY EXPULSION
i) The Executive Committee and the Board of Trustees of the Association may, if they deem fit, suspend or expel a Member for such period as they deem appropriate, if the conduct of such a Member is likely to cause any conflict or embarrassment to the well being of the Association
ii) A Member may be expelled from the Association if in the opinion of the Executive Committee, such member has exhibited gross disregard of any decision of the Association or the activities of such Member are in the opinion of the Executive Committee, prejudicial and/or detrimental to the interest and well being of the Association.
iii)A Member may be expelled from the Association if the member is convicted of any criminal offence by the Court of Uganda. Provided further that in case the member has preferred an appeal before the Superior Court, his or her membership shall be suspended till the time he is acquitted by the Superior Court.
In any of the three above the above instances, the Executive Committee shall remove the name of such Member from its Register of Members provided that any such action taken by the Executive Committee shall be ratified by the next General Meeting of the Association
d) BY OCCURANCE OF DEATH OF A MEMBER
The death of an incumbent member shall terminate the membership of the deceased person.
6.08:RE - INSTATEMENT OF MEMBERSHIP
a) Any member who has ceased to be a member of the Association under Article 6.07 (a) of this Constitution may apply to be reinstated by the Executive Committee after paying all subscriptions due to the Association.
b) The Executive Committee may, if it deems appropriate, reinstate or restore the membership of a Member on such terms and conditions as the Executive Committee may deem proper to impose.
6.09: MEMBERSHIP SUBSCRIPTIONS
a) The membership subscriptions payable by ordinary members shall be of three kinds:
i) Subscription for three calendar years – to be designated as ‘Platinum’subscription.
ii)Subscription for two calendar years – to be designated as ‘Golden’ subscription.
iii)Subscription for one calendar year – to be designated as ‘Silver’ subscription.
All Members shall enjoy the same priviledges of the Association under this Constitution.
b) The amount for each type of ordinary membership subscription and life membership subscription shall be such sum as the Executive Committee shall decide from time to time. Such amount to be decided upon by the Executive Committee at the beginning of every calendar year and shall be applicable for the whole of that year.
c) All subscriptions except the first subscription of a new ordinary member shall become due and payable on the 1st day of January each year.
d) If an ordinary members who has opted to pay the Silver subscription fails to pay his or her renewal subscription by or before 15th February, he or she shall, until payment of arrears, be not entitled to the privileges of a member.
e) Similarly, the above clause (d) will be applicable to a Platinum or Golden ordinary members for the year in which their subscription expires.
f) The onus for paying the subscription, when it is due, within the prescribed time-limit is vested with the members, whether or not a demand has been raised by the Executive Committee.
g) Members will not be allowed to change the category of particular membership by way of paying differential amount between any other membership categories in particular year. However they can opt for other category of membership by way of paying full subscription of that particular membership for that year.
7.0.1 EXECUTIVE COMMITTEE:
a) The affairs of the Association (except as otherwise provided by these Articles) shall be under the control of the Executive Committee elected at the General Body Meeting.
The Executive Committee of this Association shall consist of the following members:
- Vice Chairman
- Joint Secretary
- Joint Treasurer
- Seven other elected members, out of which two female members shall be preferred
b) To be eligible for any of the above portfolios, a member must have resided in Uganda for at least one year.
c) The Executive Committee shall be elected at every 2nd Annual General Meeting, for a term of two years from the date of election, by a simple majority of Members present and voting at such meeting.
d) Any vacancy in the office during the term shall be filled by the Executive Committee until the next Annual General Meeting.
e) No person shall ordinarily hold the office of Chairman for more than two terms.
f) The Executive Committee shall perform such duties as are usually performed by the holder of such offices provided those duties shall be subject to limitations, directions and restrictions which may be imposed by these Articles and the Members of the Association. No office bearers shall be entitled to be paid any remuneration. However, reimbursements of expenditure incurred by any one in the execution of his/her duties and responsibility, shall be made and approved by the Executive Committee as hereinafter provided under Article II.
g) A member who has not attained the age of 30 years as at 31st December of the preceding calendar year shall not be eligible to be elected as chairman.
h) If any member of the Executive Committee shall remain absent for three consecutive meetings without any valid reason acceptable to the Executive Committee shall cease to be a member of the Executive Committee
7.02: POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE:
a) To co-opt any person whose expertise may be useful and necessary for the fulfillment of the Association's aims and objectives. Persons so co-opted shall have no right to vote.
b) To appoint such sub-committees as necessary to undertake any particular assignment.
c) To make rules and by-laws from time to time for proper working of the Association.
d) To manage day to day affairs of the Association including funds, properties and other assets of the Association.
e) To promote and undertake all such activities as may be deemed desirable to achieve its objects.
f) To give guidance for the preservation of unanimity of Members in all matters.
g) To suspend or expel or reinstate any Member subject to ratification by the General Meeting of the Association.
h) To convene meetings of the Executive Committee and general meetings of the Association.
i) To approve:
1) Reports of the Chairman and the Secretary.
2) Audited financial statements for the previous year, prior to presenting them at the Annual General Meeting of the Association.
3) To receive reports of Board of Trustees for the presentation before AGM.
j) To promote and participate in programs and to motivate all members to undertake activities for the furtherance of the Association's objects.
k) To organize goodwill visits, health camps or similar activities for the benefit of the residents of Uganda.
l) To organize activities that will enhance the image of the Association.
m) To convene any Special General Meeting at a short notice.
n) To employ paid staff required to carry out the Association's administrative work as given by the Executive Committee Chairman, Secretary and the Treasurer. The Executive Committee is also empowered to rent adequate office, inclusive of furniture and fixtures if required, until it has its own premises, to use as the office of the Association.
7.03 POWERS AND DUTIES OF THE CHAIRMAN:
a) It shall be the duty of the Chairman to maintain order at meetings, and to ensure that the proceedings are conducted with decorum.
b) If the conduct of any member is such as is likely to cause a breach of discipline, he shall be called to order by the Chairman.
c) If a member after being called to order fails to observe discipline, the Chairman may direct him or her to leave the meeting. Such a direction shall extend to the meeting in question only.
d)If at any meeting a member shall use an expression which is offensive or disorderly, the Chairman may request the withdrawal of such offensive or disorderly expression, and if it is not thereupon withdrawn (or if the offending member after withdrawal repeats the offensive or disorderly expression, or uses other language which in the opinion of the chairman, is offensive or disorderly), the Chairman is empowered to take appropriate action at that time.
e)The Chairman shall have power to close or adjourn a meeting in case of disorder, if in his opinion such course is necessary or expedient.
f) Any question of order or procedure not provided for in these rules shall be decided by the Chairman, whose decision in the matter or any disputed point of interpretation of any of these rules shall be final.
g) Opening and operating bank accounts of the Association should be governed in accordance with the provisions of this Constitution.
7.04: DUTIES OF THE SECRETARY
The secretary shall:
a) Be in charge of the secretariat of the Indian Association Uganda.
b) Deal with routine matters, provided that all such matters shall be placed before the Executive Committee at its next ordinary meeting.
c) Prepare the agenda in consultation with Chairman and circulate the same.
d) Record and maintain full and proper minutes.
e) Maintain the register of members.
f) Any other duties as assigned by Executive Committee.
g) To insure all the properties including cash and valuables of the Association and renewal of all the policies after the expiry period.
The Joint Secretary shall assist the Secretary in every respect and will do all the work of the Secretary in his or her absence.
7.05 DUTIES OF THE TREASURER
The Treasurer shall:
a)Maintain the books of the accounts of the Association wherein a complete record of all receipt and payments, bank accounts, cash accounts, etc. shall be properly recorded either manually or electronically.
b)Be the custodian of the monies of the Association
c) At the end of every quarter, within a month, shall prepare the financial statements of the Association and seek approval of the same at the Executive Committee meeting held after such financial statements are ready.
d) At the beginning of every calendar year, prepare the budget of the Association and seek approval of the Executive Committee and the Board of Trustees. The Executive Committee and Board of Trustees should approve the budget before the end of January every calendar year.
e) Any other duties as assigned by the Executive Committee.
The Joint Treasurer shall assist the Treasurer in every respect and will do all the work of the Treasurer in his or her absence.
8.01: ANNUAL GENERAL MEETING
a) The Executive Committee shall convene the Annual General Meeting on a date to be fixed by it on or before the 31st March of every calendar year to transact the following business.
i) To confirm the minutes of the previous Annual General Meeting and any Special General meeting held after the previous Annual General Meeting, the minutes of which have not been confirmed at any other Special General Meeting.
ii)To receive and adopt the Chairman's and Secretary's Report and the report of the Board of Trustees.
iii) To receive and adopt the audited accounts for the previous year/s.
iv) To appoint an Interim Chairman and an Interim Secretary, for the purpose of conducting and supervising the election of office bearers and members of the Executive Committee.
iv)To elect office bearers and members of the Executive Committee (when due).
v) To elect Trustees (when due).
vi)To appoint or re-appoint Auditors and fix remuneration, if any.
viii) Any other business with the permission of the Chair.
b) Any member of the Association who wishes to move any resolution in terms of clause 8.01 (viii) above at the Annual General Meeting, may do so by giving written notice thereof duly seconded by another member to the Secretary not less than 14 days before the date of such meeting.
a) The quorum for the Annual General Meetings shall be one third of the Members or 50 members whichever is less.
b) No business shall be transacted at any meeting unless a quorum is present
c) In the event of the necessary quorum not being present within 45 minutes after the time appointed for the commencement of the meeting, the meeting shall be adjourned to the same day in the next week at the same time and place or the Chairman or the Vice Chairman with the consent of a majority of the members present in person may fix some other time and/or place for the adjourned meeting and notice of such time or place shall be required to be given to the members AND if at the adjourned meeting a quorum is not present within thirty minutes after the time appointed for the commencement of the meeting, the members present shall form a quorum. At the adjourned meeting no business other than the original agenda for the same can be included.
A minimum of 21 days notice in writing shall be given to all the members by the Secretary indicating the date, time, place and agenda of the meeting. A notice inserted in any one or more national newspapers published in English in Uganda and selected by the Executive Committee shall be deemed as duly given to all members on the day of publication.
i) Members who have been registered at least 45 days before the Annual General meeting and Special General Meeting will be eligible to vote in the meeting. Any member registered less than above mentioned period, he/she is eligible to attend the meeting. This clause will be applicable from next AGM for the year 2006.
ii) On a show of hands or by way of ballot, every Member present in person shall have one vote.
iii) Voting shall be done by a show of hands unless one fourth members present demand a poll in which case it shall be by ballot.
iv) No Member shall be entitled to vote by proxy.
SPECIAL GENERAL MEETINGS / EXTRA ORDINARY GENERAL MEETINGS:
9.01:In addition to the Annual General Meeting the Executive Committee may convene Special OR Extra Ordinary General Meeting whenever necessary and for a specific purpose.
a) A special General meeting shall also be called by the Executive Committee upon requisition in writing to the Chairman with a copy to Board of Trustees and acknowledged by him, signed by not less than one third or minimum 50 members, whichever is higher. Every such requisition shall state the purpose for which the meeting is required. The meeting shall be convened within not less than 15 nor later than 30 days after receipt of the requisition, with a notice of at least seven days prior to the date of meeting.
b) In the event of the Executive Committee neglecting to call a Special General Meeting within 30 days after the receipt of the requisition as above, the signatories of the requisition shall themselves circulate a 14 days written notice and also printing notice in mass media thereafter amongst the members and convene the meeting themselves stating place and time of such meeting as per the agenda stated in their requisition to the Executive Committee. So called meeting must have a quorum of 75 % of the members who signed the requisition. Any resolutions passed at such a meeting shall be deemed to be valid only if 75 % of the eligible members attending such meeting have voted in favour.
A minimum of 14 days notice in writing shall be given to all the members by the Secretary indicating the date, time, place and agenda of the meeting. However, in exceptional circumstances if the Chairman certifies that the business is of an urgent nature, a Special General Meeting may be convened by giving short notice inserted in any one or more newspapers published in English in Uganda and selected by the Executive committee, shall be deemed as duly given to all members on the day on publication.
a)The agenda should clearly outline the main purpose of the meeting.
b)The Chairman Executive Committee can, with the approval of the Executive Committee, add any other item on the agenda.
AOB should be included in the meeting, provided a minimum of 48 hours or lesser notice as may be decided by the Executive Committee, duly signed by two members and delivered at the office of the Association or to the secretary or the Chairman. It would constitute a proper notice for taking up any issue under AOB.
a) The quorum for the Special General Meetings shall be one third of the members or 50 members, whichever is less.
b) No business shall be transacted at any meeting unless a quorum is present.
c) In the event of the necessary quorum not being present within 45 minutes after the time appointed for the commencement of the meeting, the meeting shall be adjourned to the same day in the next week at the same time and place, or the Chairman or the Vice Chairman with the consent of a majority of the members present in person may fix some other time and/or place for the adjourned meeting and notice of such time or place shall be required to be given to the members AND if at the adjourned meeting a quorum is not present within thirty minutes after the time appointed for the commencement of the meeting, the members present shall form a quorum. At the adjourned meeting no business other than the original agenda for the same can be included.
i) On a show of hands or by way of ballot, every Member present in person shall have one vote.
ii) Voting shall be done by a show of hands unless one third members present demand a poll in which case it shall be by ballot.
iii) No Member shall be entitled to vote by proxy
EXECUTIVE COMMITTEE MEETINGS:
10.01 The Chairman or the Secretary shall convene meetings of the Executive Committee as often as it is necessary but shall do so at least once in a month.1
10.02: A notice in writing of the meeting shall be circulated together with the agenda at least five days prior to the meeting. However emergency or special meetings may be called at a shorter notice. The agenda of such meeting shall be determined by the Chairman and the Secretary.
10.03: The quorum required for the meeting shall be five elected members of the Executive Committee. If, within fifteen minutes from the time appointed for the meeting of the Executive Committee, there is no quorum, the meeting shall be adjourned.
PROCEDURE AT THE MEETINGS:
11.01: At all meetings of the Association, the Chairman or in his absence the Vice Chairman shall preside and in the absence of both of them, the members present may choose one of their members to chair the meeting.
11.02: Resolutions shall be decided by voting by a show of hands or ballot In case of equality of votes the Chairman shall have a second or casting vote.
11.03: The declaration of the Chairman that a resolution has been lost or carried by a particular majority shall be final and conclusive and a resolution duly passed shall be binding on all members of the Association whether present or not at the meeting.
11.04: Minutes of the proceedings of all meetings of the Indian Association Uganda including the names of all members present at any such meeting shall be drawn up and if confirmed, shall be signed at the next ensuing meeting by the person presiding thereat. Confirmed and signed minutes of all meetings shall remain open and be available at the Association’s office for members to read.
FUNDS OF THE ASSOCIATION
12.01: Funds may be raised by donation or other means approved by the Executive Committee.
12.02: The Executive Committee and the Board of Trustees shall approve Budget of the Association before end of the January of every year or within such extended time to be recorded and accepted in writing by the Executive Committee.
12.03: All funds shall be managed by the Executive Committee and shall be used for the following purposes:-
a) For activities undertaken by the Executive Committee in furtherance of Association's aims and objects.
b) For administration expenses.
c) For such other expenditure in the interest of the organization as may be authorized by the Executive Committee
12.04: Any Bank Account of the Association shall be operated by the Treasurer / Joint Treasurer jointly with the Chairman, or the Secretary.
12.05: All monies and funds received by and paid to the Treasurer shall be accounted in the name and for the account of the Association in any Bank or Banks or Financial Institutions or Building Society approved by the Executive Committee.
12.06: The Executive Committee shall have the power to incur expenses up to Ushs l0,000,000/= (Uganda shillings ten million only) necessary for the purpose of carrying out its activities. The Executive Committee can however finance expenses of more than Ushs l0,000,000/=( Uganda shillings ten million only) but not exceeding Ushs 25,000,000/= (Uganda shillings twenty five million only) for projects which in their view merit immediate funding subject to the knowledge and approval of Chairman of Board of Trustees in writing. The Executive Committee shall however not incur any expenses exceeding Ushs 25,000,000/= (Uganda shillings twenty five million only) at a time, without obtaining the approval of the General Body.
12.07: In case of urgency, the Treasurer shall have power with the approval of the Chairman to incur expenditure to the extent of Ushs 2,000,000/=- (Uganda shillings two million only) between any two consecutive executive meetings without a previous sanction of the Executive Committee. He shall however get the same ratified by the Executive Committee at its next meeting. Anything above Ushs 500,000/= (Uganda shillings five hundred thousand only) shall be sanctioned by the Committee prior to the spending.
12.08: The Treasurer may keep such imprest cash advance as may be authorized by the Executive Committee from time to time with him. All moneys in excess of this amount shall be duly banked.
12.09: The books of accounts, and other records, shall be available for inspection during normal business hours at the office of the Association by any member on giving seven days’ notice in writing to the Chairman.
BOARD OF TRUSTEES:
13.01: There shall be Board of Trustees (The Board) consisting of seven members elected at Annual General Meeting. Out of seven Trustees, two Trustees should be preferably from up-country bona fide Association or registered Association, approved by Head Office, Kampala.
13.02: A member who is aged 45 years and above, living in Uganda for at least five consecutive years and has been a regular member in the Association for at least three years, either owns property in Uganda and/or is a reputable professional person of sound mind and dedicated to objectives of Association, and who has not been convicted of any criminal offence by the Courts of Uganda, shall be eligible to be elected as a Trustee.
13.03: All the immovable properties of the Association and any other properties entrusted to the Association shall be vested in the Board of Trustees.
13.04: The Trustees shall manage the properties of the Association in accordance with the law and the provisions of this Constitution, and subject thereto shall manage the same and act in all matters relating thereto in consultation with the Executive Committee.
13.05: The Board of Trustees shall be incorporated as a body corporate under Trustees Incorporation Act (Cap 165) - Laws of Uganda, with perpetual succession and a common Seal, and with power to sue and to be sued in its corporate name.
13.06: A Trustee who remains outside Uganda for a continuous period of six months shall be deemed to have vacated his or her office.
13.07: A Trustee shall hold office for five years from the date of his election unless he shall have resigned his office in writing before the expiry of consecutive five years term or has been removed therefrom by the Association members in a General Meeting by a majority of at least two- thirds of the members voting at the meeting. A Trustee elected to replace the one who has resigned or been removed, shall hold office only for the remaining period of the term of his predecessor. Notwithstanding the above, it is desired that two Trustees out of seven, one each, from Kampala and one from up-country, shall vacate the chair every two years by rotation, offering chance to new incumbents (one from Kampala and one from Up-country) for continuity of Board’s ideology.
13.08: Any vacancy on the Board of Trustees by virtue of absence in 13.06 above, or upon death, conviction, insanity or bankruptcy shall be filled at the next General Meeting held after the vacancy occurs, by a majority vote, but until such vacancy shall be filled, the remaining Trustees shall be empowered to continue carrying out their duties notwithstanding the vacancy.
13.09: All Members of the Board of Trustees shall be ex-officio members of the Executive Committee; they shall be invited and entitled to attend meetings of the Executive Committee but they will not have voting rights and their presence shall not be counted for the purpose of quorum.
13.10: All the immovable properties of the Indian Association Uganda shall vest in the Board of Trustees and they shall not without the previous sanction given by a resolution approved by at least two - third of the total members voting at a General Meeting specially called for that purpose sell, exchange, mortgage or lease for a period exceeding three years or otherwise deal with or dispose of any property.
13.11: The Executive Committee must call for the second year Annual General Meeting latest by the 31st day of March of the following year to transact the businesses as mentioned under clause 8.01(a). Failure to do so on their part will automatically empower the Board of Trustees to call for an Annual General Meeting any time after that, with a notice of twenty one days, to elect a new Executive Committee. The outgoing Executive Committee will have to handover the charge with all the documents, assets and properties of the Association to the newly elected Executive Committee within fifteen days from the date of election of the new Executive Committee. In an event of failure of above, the newly elected Executive Committee is empowered to take any legal action for getting above collected from old Executive Committee.
13.12: All documents of Title relating to land, buildings and any other immovable properties vested in the Board of Trustees shall remain in the custody of the Bank. Those documents shall be accessible only if a minimum of 2 (two) Members of the Executive Committee jointly with a minimum 2 (two) Members of the Board of Trustees approach the Bank.
13.13: There shall be a Chairman of the Board of Trustees appointed annually by the Trustees from amongst themselves. The Chairman shall preside over all Board Meetings and in the absence of the Chairman, the Trustees present at the Meeting shall elect an acting Chairman from amongst themselves.
13.14: The Trustees shall meet at least once in every three months and at any such meeting three Trustees present thereat shall constitute a quorum. The Chairman Executive Committee shall also attend the meetings of the Board of Trustees.
13.15: The Trustees will receive the appeals from the prospective members whose membership applications have been rejected by the Executive Committee. The Board of Trustees within one month of receipt of the appeal will give its decision after liaison with the Executive Committee. The Board of Trustees decision on membership shall be final and conclusive.
14.01: The Common Seal of the Association shall be as follows:
14.02: The Seal shall be kept in the safe custody of the Chairman Board of Trustees and shall be affixed on all legal documents of the Association in the presence of at least three Trustees, together with the Executive Committee Chairman and the Secretary.
RECORDS AND MINUTES:
15.01: The Executive Committee shall cause records to be kept in books provided for the purpose of:
a) An up to date roll of members.
b) All appointments of officers made by the Annual General Meeting.
c) Names of all the members present at each of the General Meetings and those of the Executive Committee.
d) All resolutions and proceedings at all General Meetings and Executive Committee Meetings of the Association.
e) Inventory records, Bank Statements, Income and expense records etc.
f) All other matters in respect of which proper records are necessary should be kept.
16.01: An auditor shall be appointed for the following year by the Annual General Meeting. The Auditor must be a fully subscribing member of the Institute of Certified Public Accountants of Uganda. All the accounts, records and documents shall be open for the inspection of the Auditor at any time. The Treasurer shall produce an account of receipts and payments and a statement of assets and liabilities made up to 31st December of the preceding year.
16.02: The Auditor shall not be an office bearer or a member of the Executive Committee, and neither shall any of his or her Partners/Associates or Firm or Firms be related or in anyway connected with any Executive Committee member.
FORMATION OF BRANCHES
Branches of the Association may be formed with the approval of the Executive Committee & the Board of Trustees. The Branches shall be governed by the same Constitution as that of the Association with the following exceptions:
a) The branch will be designated as the Indian Association – Uganda……………Branch.
b) The branches will not have rights to form sub-branches.
FORMATION OF BUSINESS FORUM
18.01: The Board of Trustees and the Executive Committee may approve the formation of a business forum of businesses owned and managed by persons of Indian Origin in Uganda subject to the following conditions:
a) The said Business Forum shall be a subsidiary of the Indian Association Uganda
b) The Chairman and Vice Chairman of the Executive Committee of the Association shall be ex-officio members of the Management Committee of the said Business Forum and they shall enjoy all the rights of an elected member of the Management Committee of the forum in that position.
c) The said Business Forum will have its own Constitution, rules and regulations.
Any power assumed or act done by the Board of Trustees and/or the Executive Committee, sub-committees, Institution or the member in contravention of the provisions of this Constitution shall be null and void.
The annual accounting year of the Association shall end on the 31st day of December of each calendar year.
AMENDMENTS TO THE CONSTITUTION:
The Articles embodied in this Constitution may be amended, added to, or replaced by resolution passed at a General Meeting, provided that no such resolution shall be valid unless notice of the intention to propose such amendment has been given to the Executive Committee which in turn informs the Members within 2 weeks and gives notice of at least three weeks before the meeting of such proposal and the resolution is carried by majority of at least three fourths of the members present and voting thereon.
RECIPROCITY AND COMITY
The Executive Committee shall have power to make arrangement for, or terminate reciprocity arrangements with any other Association. When such arrangements have been made or terminated, full details shall be notified for the information of members and Associations affected shall also be notified promptly.
By-laws under this Constitution embodying additional provisions for the proper management of the Association shall be annexed to the Constitution.
The Executive Committee, the Branch Executive Committee and the Board of Trustees while performing their honorary duties under this Constitution and the Articles thereof shall be indemnified by the Association from its funds in respect of any loss , damages or costs of any legal proceedings except where the exercise of their powers or duties is ultravires.
24.01: A resolution for the dissolution of the Association shall not be valid unless the same is passed at a General meeting by a majority of at least three fourths of the Constituent members appearing on the roll at that particular time. Provided however that no dissolution shall be effected without the prior permission in writing of the Minister responsible for Lands as provided under the Trustees Incorporation Act, obtained upon application made to him or her in writing and signed by three office bearers.
24.02: If a valid resolution for the dissolution of the Association is passed, the assets of the Association shall be disposed off in such manner as may be resolved by the meeting at which the resolution for dissolution is passed.
24.03: If a valid resolution for the dissolution of the Association is passed, the assets of the Association subject to the payment of all debts of the Association, shall be distributed to other registered charitable Institutions with similar objectives in Uganda in such manner as may be resolved by the meeting at which the resolution for the dissolution is passed.
THE INDIAN ASSOCIATION - UGANDA BY-LAWS
By virtue of powers conferred upon the Executive Committee of the Indian Association Uganda under article 3(f) and 17 of the Constitution, the Executive Committee hereby formulates By-laws for the formation of Branches of the Indian Association Uganda.
B L.1.1: These rules may be cited as By-laws for the Branches.
B.L.1.2:"BRANCH" means a sub-body of the Indian Association-Uganda established in accordance with By-laws and Constitution of the Indian Association - Uganda.
B.L.1.3:"CONSTITUTION" means the Constitution of the Indian Association - Uganda.
B.L.1.4:"TOWN" means a town or a city in the Republic of Uganda.
B.L.1.5:"THE INDIAN ASSOCIATION - UGANDA" means the Indian Association-Uganda as defined in the Constitution.
B L.1.6:"THE EXECUTIVE COMMITTEE" means the Executive Committee of the Main body of the Indian Association - Uganda, duly constituted.
B.L.1.7:"BRANCH EXECUTIVE COMMITEE" means the Executive Committee of a branch formed as per these By-laws.
BL.2.0:FORMATION OF BRANCHES
B.L.2. I: A Branch of Indian Association - Uganda can be formed in any town or city.
B.L.2.2:There will be only one Branch in any town or city.
B.L 3.0: ADMINISTRATION OF BRANCHES
The Branches shall be managed by Executive Committee in accordance with and in line with this Constitution.
B.L 4.0:OPERATIONS OF BRANCHES
B.L.4.1:The Branches may undertake activities which are compatible with the aims and objectives of the Indian Association – Uganda.
B.L.4.2:The Executive Committee Members of the main body shall have the right to attend all meetings of the Branch but shall have no right to vote. The same article is also applicable to the Executive Committee members of Branches.
B.L.4.3: A copy of all minutes of all meetings of the Branches shall be sent to the Main Body.
B.L.4.4:The Branch shall be responsible for the management of its finances. The Branch shall collect the Annual subscriptions of all members falling under its area of operation. The Branch shall maintain proper books of accounts and the same shall be audited annually by their own appointed Auditor. A copy of the said accounts shall be sent to the Main Body after the same has been approved and adopted by the Branch.
B.L.4.5The Branch shall organize at least one liaison meeting with the Executive Committee of the main body, at least once a year
B.L.4.6All the fixed assets of the Branch shall be vested in the Trustees of the Indian Association Uganda.
B.L .5.0: DISSOLUTION OF BRANCHES
The Executive Committee of the Main Body shall have powers to dissolve a branch, if found involved in unconstitutional conduct or engaged in activities incompatible with the aims & objectives of the Indian Association-Uganda. On dissolution all assets of the branch and their management shall vest in the Trustees and the Executive Committee of the Indian Association-Uganda.
This Revised Constitution has been unanimously passed at a Special General Meeting held this 25th day of March 2012.
BOARD OF TRUSTEES