CONSTITUTION OF

THE St. MARK’S COLLEGE NAMAGOMA

CLASS OF 2012 SOCIAL WELFARE GROUP
(As at April, 2024)
In April 2024, old boys and old girls that attended their Ordinary Level and Advanced Level of
education at St. Marks College Namagoma between 2007 and 2012, in writing stated their
intention to constitute a foundation. The articles of this foundation read as follows:
NAME, CORPORATE SEAT, TERM
Article 1
1. The name of the foundation - hereinafter referred to as "the foundation" - is: "SMACOM
CLASS OF 2012 SOCIAL WELFARE GROUP”.
2. The seat of the foundation is Kampala.
3. The foundation has been created for an indefinite term.
4. The foundation is a not-for-profit organization in that it may not distribute its receipts
otherwise than for the purposes set out in Article 2.
PURPOSES
Article 2
1. The objectives of the foundation are;
a) To foster a spirit of unity and solidarity among members through regular interactions,
support, and celebrations.
b) To establish a social fund through collective contributions to support members’ financial
needs, investments, and entrepreneurial endeavors.
c) To organize events, sports tournaments, and exhibitions to showcase members’ skills,
talents, and achievements.
d) To create a platform for members to promote their businesses, services, and professions,
encouraging collaboration and mutual support.
e) To offer advice, guidance, and support to members pursuing various goals, including
political aspirations, legal advice, and personal development.
f) To build a sustainable foundation that will not only benefit the founding membership but
also future generations while leaving a lasting impact on the community.
MEMBERSHIP
Article 3
1. Every person who attended their Ordinary Level and Advanced Level of education at St.
Mark’s College Namagona between 2007 and 2012, shall be an eligible member to the
foundation.
 2. Notwithstanding Clause 1, a member of foundation must be a person who has paid a non-
refundable membership fee of Ten Thousand Uganda Shillings (10,000).
a) Must be a duly registered by the foundation.
b) Must pay a monthly subscription.
c) Must make an effort to contribute to any cause undertaken by the foundation; i.e.
condolences, fundraising for medical assistance, or any other occasion voted on
by the members.
3. A member shall register to join the foundation by signing the registration form specified
in the First Schedule to this Constitution.
4. Membership to the foundation shall be reviewed and updated based on the need by the
members at the Annual General Meeting.
5. A person shall cease to be a member where;
a) He/she dies.
b) He/she is expelled from the foundation by the Annual General Meeting.
c) He/she is declared an undischarged bankrupt or a criminal under the Law.
d) He/she fails to pay the required monthly subscription. Sufficient notice shall be
deemed such notice as shall be given by the committee.

MANAGEMENT
Article 4
There shall be an Executive Committee which shall be the controlling authority of the foundation
and shall conduct the day-to-day business of the foundation. Such committee shall not exceed
nine people but shall consist of the following: -
1. The Chairperson
2. The Vice Chairperson
3. Treasurer
4. Secretary
Article 5
1. The persons elected to the committee shall be people with the following qualifications: -
a) A fully registered member of the foundation
b) Of sound mind
c) Not convicted of a crime involving moral turpitude
d) Of high integrity and moral standing within the foundation
e) With a fixed place of abode within the area of operation
f) No person shall be appointed or be a member of the committee who is a person
convicted of any offence involving fraud or dishonesty under any law in force in
Uganda.
 2. The Committee may co-opt additional members to the Committee. Any such co-opted
member shall hold office until the end of the financial year following that in which the
member was co-opted.
3. The term of office of the first Executive Committee shall expire on………..
4. Members of the Committee are eligible for re-election for successive periods of two
years.
5. The Chairperson shall serve for a period of two years and shall be eligible for re-
appointment for successive periods of two years.
6. The Committee shall be elected by the foundation membership at a biannual general
meeting
7. The offices of Secretary and Treasurer may be held by the same person.
8. As soon as one or more vacancies occurs on the Committee before the general meeting,
the Committee shall co-opt a member of the foundation to fill the vacancy or vacancies.
9. The members of the Committee shall receive no remuneration for their activities.
10. They are, however, entitled to reimbursement of the expenses made in the exercise of
their duties.

COMMITTEE MEETINGS AND RESOLUTIONS OF THE COMMITTEE

Article 6
1. The meetings of the Committee shall be held in Kampala unless otherwise determined by
the majority of the members of the Committee.
2. At least one meeting shall be held each year. At any meeting three members of the
Committee shall constitute a quorum.
3. Meetings shall be held when the Chairperson thinks fit or if any two members address to
the Chairperson a request in writing to that effect, precisely stating the intended business
of that meeting.
4. Should the Chairperson fail, in accordance with such a request, to call a meeting to be
held within three weeks of the request being made, the members making the request shall
be entitled to issue notices convening a meeting subject to the observance of the requisite
formalities.
5. Notices convening a meeting shall be issued at least seven days before the meeting, not
counting the day on which the meeting is called and the day of the meeting, or at shorter
notice if so agreed by the majority of the members of the Committee.
6. The notices convening the meeting shall state its place, time and agenda.
7. The meetings shall be chaired by the Chairperson of the Committee or in the absence of
the Chairperson by the Vice-Chairperson.
8. Each member of the Committee is entitled to one vote. Any member may designate
another member to represent him or her at a meeting.
9. Except as otherwise required by these articles, all Committee resolutions shall be adopted
by an ordinary majority of the votes validly cast by those present or represented at the
meeting.
 10. As long as all members are present or represented at a committee meeting, resolutions
may validly be adopted on any subject coming up for discussion, provided that they are
adopted unanimously, even though the formalities for calling and holding meetings may
not have been observed.
11. A resolution in writing of which seven days’ notice has been given and which is signed
by the majority of the committee shall be as valid as if it had been duly passed at a
meeting. For this purpose, writing and signature mean a record of information (including
information communicated by tele-transmission) which is capable of being reproduced in
tangible form on a subsequent occasion and which indicates by reasonable means a
person’s approval of the record.
12. All votes at a meeting shall be by show of hands unless a secret ballot is required by law
or by a majority of the members present and voting.
13. A secret ballot shall be held by means of unsigned, closed ballot papers.
14. When the votes are equally divided the person chairing the meeting shall have the casting
vote.
15. Any disputes regarding votes not provided for in these articles shall be decided by the
person chairing the meeting.
16. Minutes of the proceedings of meetings shall be taken by the Secretary, or by one of the
other members present if requested to do so by the Chairperson. The minutes shall be
approved and signed by the Chairperson and Secretary of the meeting.

POWERS OF THE COMMITTEE AND REPRESENTATION

Article 7
1. The Committee shall represent the foundation.
2. The foundation may also be represented by two members of the Board acting jointly.
Article 8
1. The Committee is authorized to conclude agreements to acquire, to dispose of or to
encumber register-bound assets, to conclude agreements whereby the foundation binds
itself as surety for a debt solely or jointly, guarantees that a third party will pay a debt or
undertakes to provide security for the payment of a debt of a third party, provided that the
general assembly has adopted that resolution by a two-thirds majority of members present
or represented, on condition that such majority constitutes an absolute majority of the
members of the foundation.
2. The Committee is also authorized to perform all such other acts and execute all such
other documents as can be validly be performed or executed by a natural person,
including the making of donations and the allotment of funds for any of the purposes set
out in Article 2.
3. The committee may appoint subcommittees for the performance of different functions of
the foundation including but not limited to;
I. Finance and administration.
 II. Membership.
III. Credit.
IV. These committees may co-opt non members with specialized knowledge to advise
them as needed.
4. Without prejudice to the generality of the foregoing provisions the Committee shall have
power to: -
a) Make, repeal or vary this constitution for the proper conduct of the activities of
the foundation provided that such rules shall be approved by the Annual General
Meeting and ratified by the Registrar of Documents.
b) Authorize the use of all forms, instruments and other documents which it may
deem necessary for the proper conduct of the activities of the foundation.
c) Make regulations for the conduct of its own meetings.
d) Shall be at liberty whenever they find it necessary to engage the professional and
expert services of such persons as they shall require from time to time.
e) The committee shall see to it that the foundation participates in programs that are
deemed to add value to the foundation.
f) Shall prepare and keep a register of the members of the investment club for the
time being.
g) Shall cause minutes to be taken of every meeting of the foundation and such
minutes shall be signed by the chairperson of the meeting at which they are read
and shall as between members of the foundation could be conclusive of the facts
stated therein.
h) Shall from time to time and on such terms as thinks fit, appoint other officers or
employees as may be expedient for proper and efficient conduct of the foundation
and achieving of its objectives.
i) All acts done by any member of the Committee shall, not withstanding that it be
afterwards discovered that there was some defect in the appointment of any such
member or person acting as aforesaid, or that they or any of them were
disqualified, shall be as valid as if every such person had been duly appointed and
was qualified and had continued to be a committee member.

TERMINATION OF COMMITTEE MEMBERSHIP

Article 9
1. Membership of the Committee shall terminate: -
a) with the death of a member;
b) with failure to attend three consecutive committee meetings without assigning good
reason therefore;
c) with resignation in writing;
d) with dismissal by virtue of a general assembly resolution adopted by a two-thirds
majority of members present or represented, provided that such majority constitutes
 an absolute majority of the members of the foundation. Reasons for the adoption of
the resolution shall be stated;
e) with being of unsound mind.

GENERAL MEETING
Article 10
1. The supreme authority of the foundation shall be the annual General meeting of members
at which every fully paid-up member has a right to attend and to vote.
2. The annual General meeting shall be held once every calendar year at least within three
months from the start of the year where matters shall be considered include: -
a) Considering amendments
b) Consider reports and balance sheet for the previous year
c) Elect members of the Committee
d) Transact any other business
3. Every member of the foundation shall vote in person and proxies shall not be allowed at
any general meeting.
4. At least fourteen days’ notice with a list of the business to be handled shall always be
given to fully paid-up members before a general meeting can be held.
Article 11
A special General meeting of the foundation may be convened by the Committee at any time or
upon receipt of demand for such a meeting signed by at least one third of the fully paid-up
members and stating the reason for the meeting. Should the committee fail to convene a
requisitioned meeting thirty days after requisition then the members shall convene the meeting.
Article 12
1. One quarter of the total members of the foundation present in the person and qualified to
vote shall be a quorum for all purposes of any annual general meeting or special General
meeting.
2. If within half an hour from the time appointed for the meeting a quorum is not present,
the meeting if convened upon requisition of members shall be dissolved; in any other
case it shall be adjourned for thirty minutes (30) and the members present at the meeting,
so adjourned shall be a sufficient quorum.
Article 13
1. No member shall be entitled to vote at any general meeting unless she has continued to be
fully paid-up member and every member not so qualified shall not be summoned to any
such meeting.
2. Subject as aforesaid, every member so qualified who being an individual and present in
person, or being in cooperation or other legal entities present by a duly appointed or
designated representative at any general meeting, shall have one vote.
 3. There shall be three systems of voting namely;
I. Secret ballot
II. Lining
III. Raising of hands
IV. And the mode chosen for a particular meeting shall depend on the issue being
discussed and as members shall agree.

CAPITAL

Article 14

1. The capital of the foundation shall consist of donations, grants, gifts, property obtained
through testamentary dispositions and legacies, as well as other income.
2. The funds raised by the foundation, after making provision for its proper expenses, will
be remitted or applied exclusively to support the activities of foundation.

Article 15
Each registered member shall make a monthly contribution of thirty thousand Uganda shillings
(30,000).

FINANCIAL YEAR AND ANNUAL ACCOUNT

Article 16
1. The financial year of the foundation shall correspond to the calendar year unless
otherwise determined by the Board.
2. The books of the foundation shall be closed at the end of each financial year. The
treasurer shall then draw up a balance sheet and a receipts and payments account for the
past financial year, which annual accounts, accompanied by a report drawn up by a
chartered accountant or by an accountant-administration consultant, shall be submitted to
the general meeting.
3. The annual accounts shall be approved by the Committee.
4. An annual report on the activity of the foundation shall be prepared by the Secretary and,
after approval by the Committee, shall be communicated to the General meeting.
Article 17
The committee shall arrange all books, accounts and the records of the foundation to be audited
within three months after the end of each financial year by an auditor or auditors who should be
members of a recognized accounting body duly appointed by the foundation at their Annual
General meeting.
COUNSELLORS
Article 18
1. The Committee may avail itself of the advice of one or more counsellors or experts in the
exercise of its duties.
2. A counsellor or expert may be present at Board meetings if so requested without the right
to vote.

REGULATIONS
Article 19
1. The Committee is authorized to draw up regulations dealing with matters for which
provision has not been made in these articles.
2. The regulations shall not conflict with the law or with any of these articles.
3. The rules governing amendments to these articles shall apply mutatis mutandis to the
regulations.

AMENDMENT OF THE ARTICLES

Article 20
1. The Committee may amend these articles after consultation with the General assembly. A
resolution to this effect shall be adopted by majority vote of the members present.
2. Amendments to the articles shall not take effect until they have been registered in Uganda
by notarial deed. Any Board member may sign the deed amending the articles.

FINES
Article 21
Any member who contravenes the provisions in this constitution shall be liable to pay a fine of
fifty thousand Uganda shillings (50,000) or such sum as the foundation shall set from time to
time.

DISPUTES
Article 22
Every dispute between the foundation and its members or persons claiming under or on account
of members shall be settled by the Committee and upon failure to reach amicable settlement may
seek legal redress.
DISSOLUTION AND WINDING UP
Article 23
1. The Committee may dissolve the foundation after consultation with the general assembly.
2. The rules governing amendments to these articles shall apply to the adoption of a
resolution to dissolve the foundation.
3. Notwithstanding the adoption of a resolution to dissolve the foundation it shall continue
in existence to the extent that this is necessary for the collection and liquidation of its
assets.
4. The liquidation of the foundation shall be carried out by the Committee.
5. During the proceedings for the liquidation, these articles shall apply to the extent
possible.
6. Any surplus after liquidation of the foundation will be distributed among the society.
7. On completion of the liquidation proceedings, the books and records of the foundation
shall remain for ten years in the custody of the person or persons appointed by the Board
of Governors.

FINAL CLAUSE
Article 24
The Committee is empowered to take decisions in respect of all matters for which provision is
made neither in the law nor in these articles.

We the several persons whose names and addresses appear hereunder have this day
of…………………...202……agreed to the foregoing constitution and adopt them for St. Mark’s
College Namagoma Class Of 2012 Social Welfare Group.