SSEMA GIVING HEART FOUNDATION

CONSTITUTION

INCORPORATED AT KAMPALA THIS…………

PRESENTED BY THE FOUNDERS OF

SSEMA GIVING HEART
FOUNDATION KAMPALA
UGANDA
P.O.BOX ……………….. Kampala
Email:
TEL:
Table of Contents
PREAMBLE ............................................................................................. 3

ARTICLE 1: NAME AND ADDRESS OF THE ORGANISTION. ................................. 4

ARTICLE 2: VISION AND MISSION ................................................................. 4

ARTICLE 3: OBJECTIVES OF THE ORGANISATION ............................................. 5

ARTICLE 4: MEMBERSHIP .......................................................................... 13

ARTICLE 5: ORGANIZATION STRUCTURE .................................................... 15

ARTICLE 6: THE SEAL AND STAMP............................................................... 22

ARTICLE 7: GENERAL MEETINGS OF THE ORGANISATION ................................ 23

ARTICLE 8: FINANCES............................................................................... 25

ARTICLE 9: PROPERTY OF THE ORGANISTION ............................................... 26

ARTICLE 10: PUBLICATIONS ........................................................................ 26

ARTICLE 11: DISPUTES AND ARBITRATION .................................................... 26

ARTICLE 12: BY-LAWS .............................................................................. 27

ARTICLE 13: INDEMNITY ............................................................................. 27

ARTICLE 14: AMMENDMENTS....................................................................... 27

ARTICLE 15: DISSOLUTION AND WINDING UP .............................................. 27

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PREAMBLE
SSEMA GIVING HEART FOUNDATION is a non-governmental, non-profit

organization working in respect to the Christian principals through partnership with

churches, government bodies, individuals and foundations that work for the

betterment of communities. SSEMA GIVING HEART FOUNDATION as an

organization is working to show God’s love for all creations through eradication of

poverty, offering all round education for orphans and vulnerable children to

ensure a brighter future for the children.

It’s on this ground that SSEMA GIVING HEART FOUNDATION was founded

by Name............................., coming together with like-minded people to

establish the organisation and its constitution drawn for present and future

members to abide by.

Realising the importance of eradicating poverty and providing quality education

and lifelong learning to our communities, the organisation shall not discriminate

but shall welcome all persons.

We do hereby resolve that we adopt this constitution of SSEMA GIVING HEART

FOUNDATION this ……… day of ……………, for ourselves and others to come.

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ARTICLE 1: NAME AND ADDRESS OF THE ORGANISTION.

(1) Name

The name of the Organisation shall be SSEMA GIVING HEART

FOUNDATION abbreviated as MW.

(2) LOCATION

The Registered Office and Headquarters of SSEMA GIVING HEART

FOUNDATION shall be in Kampala – Uganda. Other offices shall be located in

such place or places, within or outside the District of Kampala, Uganda and

other countries as the Board may determine from time to time so as to fulfil

the objectives of the organisation.

(3) Address

The address of the organisation shall be P.O.BOX ........................, Kampala.

ARTICLE 2: VISION AND MISSION

a) VISION

Manifesting God’s love and good works to communities.

b) MISSION

Ambassadors of hope, compassion, love and support in a hurting world.

c) GOAL

A socially, spiritually and economically transformed community

d) CORE VALUES

a. Love

b. Commitment

c. Teamwork

d. Integrity

e. Accountability

f. Excellence

g. Inspire generations

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ARTICLE 3: OBJECTIVES OF THE ORGANISATION
(a) To eradicate poverty in all its forms. To eradicate extreme poverty and

reduce the number of people living on less than a dollar a day, supporting

them to start up income generating enterprises, offering training on skills,

finances, business management among others, work with government

and other organisations to implement programs aimed at ending

poverty in all its forms.

(b) To promote quality education and lifelong learning. To implement

programs aimed at helping girls and boys especially from poor families

to attain quality education, providing scholarships, sensitizing parents and

children about the need and importance of keeping children in school,

ensuring that they get quality early childhood development, care and finish

a given education level to acquire a certificate.

(c) To promote children’s rights, education and child care. To establish a

children’s home to provide family values and support to the vulnerable

children, build them up into responsible citizens.

(d) To provide support to refugee communities. To empower refugees and

displaced people, advocate for their rights, empower refugees to live

sustainable lives, offer legal services to refuges, provide education services

for refugee communities, relief aid, support them to rebuild their lives, help

children attain and complete education, adult literacy, financial literacy,

personal development, counselling and helping them to resettle or be

reunited with their families.

(e) To promote women and girls empowerment to enable them equitable

access to opportunities.

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 (f) To ensure healthy lives and promote wellbeing for all by implementing

programs which may include but not limited to sensitizing the

community about healthy living, eating healthy food, sensitizing youths

about HIV/AIDS, dangers of early pregnancies, prevention of

communicable and non-communicable diseases, fitness, provision of

sanitary products to girls and women among others.

(g) To promote mental health by providing support that enables children,

youth and adults cope with life in a changing world, sensitizing people on

mental health issues, providing counselling and rehabilitation to the

affected people.

(h) To provide support to the vulnerable persons and protect their right to

live safely, free from fear and abuse. To strengthen the prevention and

treatment of substance abuse, including narcotic drug abuse and

harmful use of alcohol among children and youths.

(i) To implement programs aimed at reducing the number of men, women,

children and people with disabilities living in extreme poverty to ensure

that all men and women, in particular the poor and the vulnerable, have

equal rights to economic resources, as well as access to basic services,

ownership and control over land and other forms of property, inheritance,

natural resources, appropriate new technology and financial services,

including micro-finance.

(j) To increase the number of youth and adults who have relevant skills,

including technical and vocational skills, for employment, decent jobs and

entrepreneurship by providing training and mentorship.

(k) To eliminate gender disparities in education and ensure equal access to all

levels of education and vocational training for the vulnerable, including

persons with disabilities, indigenous peoples and children in vulnerable

situations.

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 (l) To promote adult literacy as a way of ensuring that all youth and a

substantial proportion of adults, both men and women, achieve literacy

and numeracy. To achieve this the organisation will conduct adult

literacy classes with a range of programs to help uneducated youth and

adults attain an education which they missed.

(m) To build education facilities that are child, disability and gender sensitive

and provide safe, nonviolent, inclusive and effective learning environments

for all.

(n) To implement programs aimed at eradicating HIV/AIDS, tuberculosis,

malaria and neglected tropical diseases and combat hepatitis, water-

borne diseases and other communicable diseases as well as provide

support to people affected by the epidemic and pandemics.

(o) To promote easy access to sexual and reproductive health services and

reproductive rights for all persons with disabilities, youths, adolescents

and women.

(p) To eliminate all harmful practices to children such as child abuse, sacrifice,

early and forced marriage, female genital mutilation, child trafficking, child

labor, domestic violence and child neglect.

(q) To eliminate all forms of violence against women and girls in the public and

private spheres, including trafficking, sexual exploitation, domestic or

gender-based violence and other types of exploitation.

(r) To support programs and policies aimed at giving women equal rights to

economic resources, as well as access to ownership and control over

land and other forms of property, financial services, inheritance and

natural resources, in accordance with national laws.

(s) To enhance the use of enabling technology, in particular information and

communications technology, to promote the empowerment of women,

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 and girls, education and enhance service delivery in a technology-

controlled world.

(t) To build schools, vocational training centres, universities, hospitals and

provide banking services to help people come out of poverty.

(u) To establish and build churches, farms, banks, television and radio

stations, recreation and training centres with the aim of raising a God-

fearing generation which is well equipped, informed, advanced and

engaged in productivity so as to build a world of sustainable

development.

(v) To initiate, promote, build or support all or any projects and effort of

whatever form and description ranging from the personal, family,

establishment of the churches, community, national and international

levels as are or may be geared at minimizing the social economic or

other ills consequential upon or associated with loss of parents,

ignorance and abject poverty.

(w) To offer social, physical and psychological support to the disadvantaged

children, widows, widowers, elderly and disabled in the community and

those belonging to the members of the organisation.

(x) To raise and receive donations, subscriptions, affiliation fees,

contributions, grants, legacies and gifts of all kinds locally, nationally and

internationally.

(y) To cooperate and associate with any other cooperative organization,

collaborate with the government of Uganda, national and international

organization, groups and individuals with similar objectives.

(aa) To develop, maintain and promote Commercial farmers networks to ensure

effective participation at all levels and to improve on the standards of

Commercial farming through adoption of improved technologies like

quality agricultural farm inputs and fish farms in terms

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 of providing improved seeds, improved breeds of poultry and animals, farm

tools and agricultural machinery for processing agricultural products and

marketing, and technical advice from the extension farming officers.

(bb) To implement programs aimed at ending hunger, achieve food security,

improved nutrition and promote sustainable agriculture ensuring access

by the poor and people in vulnerable situations, including infants, to safe,

nutritious and sufficient food to end malnutrition, stunting and wasting in

children under 5 years of age, and address the nutritional needs of

adolescent girls, pregnant and lactating women and older persons.

(cc) To promote sustainable food production systems and implement resilient

agricultural practices that increase productivity and production, that help

maintain ecosystems, that strengthen capacity for adaptation to climate

change, extreme weather, drought, flooding and other disasters and that

progressively improve land and soil quality.

(dd) To buy land and build sustainable homes and affordable shelters, set up

settlement centres of apartments for rent, hotels and build houses for

those who cannot afford to build providing homes and shelter to the

homeless poor, disabled, old, orphans etc. The rented apartments will help

to create more income for future use or support to the organizations’

projects.

(ee) To set up an agricultural or farming centre and practice new farming

practices, use of machinery to increase food production, preservation,

storage and eradicate hunger or famine, teach farmers how to grow food

using improved and better farming methods, storage of food for future use

so as to create food security in the country and for the local people, helping

farmers export the extra food produced and store food for

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 emergencies especially in areas which experience natural hazards and

are badly in need of food supply.

(ff) To ensure availability and sustainable management of water and sanitation

by promoting sustainable water harvesting techniques, protection of

well springs, proper disposal of wastes and hygiene or sanitation for all

including people with disabilities. To promote equitable access to safe and

affordable drinking water, end open defecation, paying special

attention to the needs of women and girls and those in vulnerable

situations and Improve water quality by reducing pollution, eliminating

dumping and minimizing release of hazardous chemicals and materials,

increasing recycling and safe reuse.

(gg) To support and strengthen the participation of local communities in

improving water and sanitation management, protect and restore

water-related ecosystems, including mountains, forests, wetlands, rivers,

aquifers and lakes and use of efficient energy resources.

(hh) To undertake research on critical social, economic and other areas of

concern to the society with a view of identifying appropriate

development approaches and strategies to address them.

(ii) To provide relief aid to those affected by war, natural disasters and diseases.

(jj) To implement programs aimed at eradicating poverty among refugees,

provide skills training for job creation, improve self-reliance of refugees,

raising the productivity of agricultural activities through the provision of

inputs and extension services, as well as creating job opportunities in non-

agricultural sectors. Increase completion rates and secondary enrolment

rates among refugees and improve sanitation, advocate for free

movement in host countries, access to international travel

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 documents and parity in school fees between refugees and national

students.

(kk) To provide health services and support to refugees who need medical

care as many are sick or injured from their journey, help refugees, asylum

seekers and migrants understand their rights and develop life skills,

provide legal services and support to refugees and migrants, counselling

and rehabilitation to help refugees, asylum seekers and migrants live

normal lives, help them reunite with their families and processing of

settlement or travel documents.

(ll) To help migrants, refugees, asylum seekers, vulnerable migrants and

survivors of trafficking get access to resources and services needed for

their survival. Provide interpreters, processing refugee documents,

teaching them English, supporting the vulnerable lactating mothers, the

disabled, blind, child headed homes, the elderly and any category of

people who can’t make ends meet by themselves and provide basics of

life as part of psychosocial therapy that helps to build their social esteem

and dignity.

(mm) To provide a forum for young people to build and develop experience in

their academic fields and social economic development areas of interest

within the organisation and the community.

(nn) To advocate for government, donors, sponsors or the general public for

continued support in the form of needed services and relevant policies

or communities that seek to provide a worldwide voice for children, women,

youth, refugees and vulnerable through publications.

(oo) To engage in procurement and supply of services intended to benefit

schools, government institutions, non-government organization,

international organizations, companies, religious institutions or any other

related entities.

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 (pp) To carry on the business of consultancy services in financial management

and property services (buying, selling, management).

(qq) To carry out and promote research on social economic development

issues, programs and activities on children's welfare, women

empowerment, poverty eradication, education, refugees, asylum seekers

and migrants being implemented by the government, development

agencies and civil society organizations to enhance civic competence

and influence policy formulation and implementation.

(rr) To participate in all programs, both private and public, that promote the

rights of the children, women, youth, refugees, migrants, asylum seekers

and the underprivileged including but not limited to community

sensitization and health related programs,' formal and informal

education programs, and such other related programs as the organisation

may from time to time deem fit.

(ss) To engage in research into problems relating to the social and economic

situation of children, collect, prepare and distribute information and

statistics relating to it and propose such methods, procedures and

measures as may be deemed necessary so as to ameliorate the

situation.

(tt) To enter into any arrangements with any Association or organization,

government or authority, municipal, local or foreign, that may seem

conducive to the organisation's objectives, or any of them; and to obtain

from any such Association, or organization or government or authority

any rights or privileges, and concessions which the organisation may

think it desirable to obtain; and to carry out exercise and comply with any

such arrangements, rights, privileges and concessions.

(uu) To take such steps by personal or written appeals, public meetings, or

otherwise, as may from time to time be deemed expedient for the

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 purpose of procuring contributions to the funds of the organisation, in the

form of donations, annual subscriptions, or otherwise.

(vv) To print and publish any newspapers, periodicals, brochures, books or

leaflets that the organisation may think desirable for the promotion of its

objects and to organise seminars, workshops, annual conventions,

exhibitions and shows both locally and internationally.

(ww) To subscribe to any local or other Non-Governmental charitable

organizations, to grant donations for any public purpose, and to provide a

super annual fund for the servants of the organisation, or otherwise to

assist their children and dependents.

(xx) To receive visitors, volunteers, professionals, researchers, missionaries and

friends both national and international who support the organisation’s

vision, mission, objectives and core values.

(yy) To do all such other lawful things as are incidental or conducive to the

attainment of the above objects or any of them.

ARTICLE 4: MEMBERSHIP
(1) Membership to the Organisation is open to all persons and organisations

who/ which support the objectives of the organization

(2) Every member of the organisation shall either sign a written consent to

become a member or sign the register of members on becoming a member.

(3) Every member shall pay a yearly subscription fee of ten thousand shillings

(10,000) and a membership fee of twenty thousand shillings (20,000).

(4) The subscription fees payable shall be determined from time to time by the

Organisation at the Annual General Meeting on the recommendation of the

Executive Committee.

(5) A member may resign freely by submitting his/her resignation to the secretary

which shall take effect from the date of receipt and the secretary shall take

notice and keep a record.

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 (6) A member may be expelled from membership if the committee so recommends

and if a general meeting of the organisation shall resolve by 2/3 majority of

the members present that such a member should be expelled on grounds

that his/her conduct has adversely affected the reputation or dignity of the

organisation, or that he/she has contravened any of the provisions of the

constitution of the organization. The committee shall have to suspend a

member from his/her membership until the next general meeting of the

organisation following such suspension but whose expulsion is proposed shall

have the right to address the general meeting at which his/her expulsion is to

be considered.

(7) Any person who resigns or is removed from membership shall not be entitled

to a refund of his/her subscription or any part there of any monies contributed

by him/her any time.

(8) Any member who falls in errors with his/her yearly subscription for more than

two (2) years shall be struck off the register of members. The committee may,

however, at its discretion, reinstate such members on payment of the total

amount of subscription outstanding.

(9) The organisation shall open its membership to other organization that may

wish to co-labor with us through partnership /affiliation here and abroad.

The executive board, shall upon admittance of such, keep proper records

of such people.

(10) The membership of the organization shall be composed of the following

categories;

a) Full membership shall be open to all people, men, women, and youth in

Uganda. They must participate in all the organization activities and

contribute to its success.

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 b) Associate membership shall be open for individuals or organizations that

subscribe to the organizations’ mission and objectives but participate in only

a part of the organizations’ activities.

c) Honorary members shall be nominated by the Executive Committee on

the basis of outstanding contribution to the objectives for which the

organization stands and the nominations shall be endorsed by the AGM.

d) Founding members. These are the founder members of the Organization.

They shall be life members and members on the executive board.

(11) Rights and duties of members

i. Participate fully in the proceedings and activities of the organization

ii. To pay dues as are required by the decision of the members from time to

time.

iii. Be eligible to be elected, appointed to any committee of the organization as

deemed fit by the executive board.

iv. Accept to be bound by the decision of the majority at the general assembly.

v. Abide by the constitution and any bi-laws, rules and regulations or requests

made there under.

vi. Right to freedom of expression and all other fundamental rights by all

stipulations.

vii. Uphold and promote the core values of SSEMA GIVING HEART FOUNDATION.

viii. Shall receive a membership sticker/card upon payment of individual

membership fees.

ARTICLE 5: ORGANIZATION STRUCTURE

The following shall constitute the organizational structure of SSEMA GIVING HEART
FOUNDATION.

(a) The General assembly

(b) Trustees

(c) Executive Board

(d) Advisory Board

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 (e) Secretariat

(a) THE GENERAL ASSEMBLY

There shall be an Annual General Meeting, as the supreme policy organ of

the

Organisation.

(b)TRUSTEES

The trustees are the founders of SSEMA GIVING HEART FOUNDATION. They shall

be the directors of SSEMA GIVING HEART FOUNDATION.

(1) The organization corporate authority and executive power shall be

vested in the trustees comprised of a maximum of two persons. The

trustees may appoint members on the board of trustees for advisory

purposes in their own discretion.

(2) The board of trustees shall be headed by the following persons.

(1) Name.............................

(3) They may define the tasks and duties of the Board and stipulate their rules

of procedure.

(4) They are liable for intent and gross negligence.

(5) The board of founder members shall exercise veto over board proposals

that may be contrary to the vision, mission, core principle and objectives

of the Organisation.

(6) They shall fundraise and enter into funding agreements on behalf of the

organisation.

(c) BOARD OF DIRECTORS

1. THE BOARD OF DIRECTORS SHALL BE COMPRISED OF THE FOLLOWING;

a) Chairperson

i) The Chairperson shall chair all General Meetings of the Organisation

and all meetings of the board.

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 ii) He shall provide general guidelines related to the affairs of the

organization. In his absence the Vice-chairman shall chair the meeting.

b) Vice chairperson

i) Shall deputise the chairperson.

ii) Shall perform such other duties as may be assigned either by the

Chairperson, trustees or the board

c) General secretary shall;

a) Keep minutes of the meetings of the Board and the General Assemblies

b) Carry out all correspondence and publicity on behalf of the Organization.

c) Arrange for meetings of the organization on instructions of the Board of

Directors, in

d) Special circumstances, on the instructions of trustees and General

Assemblies

d) Treasurer.

The Treasurer shall in general ensure that proper accounting procedures are

adhered to, and shall;

a) Keep on a proper accounting basis all the financial records of the

Organization;

b) Provide reports on the financial statement of the Organization and

audited accounts at the General Assembly.

c) Shall be responsible for the preparation and periodic reporting on the

finances of the Organisation to the board.

e) Management Staff

Shall manage the day-to-day activities of the organisation. It shall be

headed by the executive director.

f) Two committee members

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 Committee members shall be responsible for effective participation in

Executive board meetings including:

(a) Participation in the subcommittee meetings as may be assigned

(b) Perform any other functions as advised by the Executive board.

2. FUNCTIONS OF THE BOARD

a) The Board shall cause minutes to be made in books provided for the

purposes: -

i. of all appointments of members of the Board;

ii. of the names of the members of the Board present at each meeting

of the Board and of any committee of the Board;

iii. of all resolutions and proceedings at all meetings of the Organisation

and of the Board, and of any committee of the Board;

iv. The Board shall appoint the Chairperson and the Secretary of the

Organisation.

b) The business of the Organisation shall be wholly supervised by the

trustees and the executive the Board, who may exercise all such powers

of the Organisation as are not by the Act or by these Articles, required to

be exercised by the General Meeting.

c) The Board shall formulate, review and revise the policies of the

organization.

d) The Board shall guide and oversee the promotion and realization of the

organizations objectives.

e) The Board shall regulate and provide general supervision of the overall

administration of the organization.

f) The Board shall endorse and audit financial statements submitted by the

accountant.

g) The trustees and the Board shall approve programmes and policies of

the organization.

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 h) The Board may from time to time and any time by power of attorney

appoint any Organisation, firm or person or body of persons, whether

nominated directly or indirectly by the Board, to be the attorney or

attorneys of the Organisation for such purposes and with such powers,

authorities and discretion’s (not exceeding those vested in or exercisable

by the Annual general meeting under these Articles) and for such period

and subject to such conditions as they may think fit, and any powers of

attorney may contain such provisions to the protection and convenience

of persons dealing with any such attorney as the Board may think fit.

3. POWERS OF THE BOARD OF TRUSTEES/DIRECTORS

The business of the organisation shall be carried out by the directors by

exercising all such powers of the organization which are conferred by this

constitution and unrestricted power to act on behalf of the administrative

body of the organization.

In particular, and without derogation from the generality of the immediately

preceding paragraph, the executive boards shall have power, inter aim:

(a) To create or approve the creation of administrative and other posts

necessary for the affairs of the organization. The administrative team shall

be comprised of the following offices/officers:

The Executive Director(s)

Financial Administrator

Programme Coordinator

Volunteers

And Others

(b) To appoint, discipline, transfer and terminate the appointment of senior staff

of the organization.

(c) To appoint an auditor and determine the budget of the organization,

approve the annual accounts and business of the organization.

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 (d) To consider and approve any rules, regulations and by laws including staff

regulations, financial regulations, administrative regulations, for the better

carrying out of the provisions of this constitution.

(e) To delegate any or all of its powers, duties and functions to the

administrative team.

4. CONDUCT AND MANAGEMENT OF THE ORGANISATION

The business and affairs of the organization shall be managed by the

administrative team, that is; the trustees and the executive board. For

purposes of day to day conduct and management of the business of the

organization, the board shall appoint the executive director who shall be

assisted by other staff as shall be appointed from time to time.

The executive director(s) shall be in charge of the team and shall report

directly to the executive board and trustees.

5. TERMINATION OF MEMBERSHIP AND REMOVAL FROM THE BOARD

Any member of board of the organisation shall have their membership

terminated or be liable for removal from office by directors for any of the

following reasons:

a) If he/she becomes of unsound mind

b) If he/she conducts himself in a manner unbefitting a director.

c) If he/she abandons/neglects his duties and obligations of the organization.

d) If he commits a criminal offence, which in the opinion of the board tarnishes

the public image of the organisation.

e) If he becomes incapable of performing his duties by any other reason not

here in mentioned.

A board member shall vacate office by:

i) Tendering a resignation in writing

ii) Death

iii) Being removed by resolution of the board

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 iv) Being certified a lunatic.

THE BOARD OF DIRECTORS/TRUSTEES

The board of directors/trustees may convene its meetings and regulate the

proceeding from time to time as it deems fit. Such meetings shall be conducted as

follows.

a) The board shall meet at least once every three months.

b) Two members of the board shall constitute a quorum.

c) Decisions in the meeting shall be determined by the board of directors.

d) Each member shall have one vote and in case of a tie. The chairman shall

have a casting vote.

(d) ADVISORY COMMITTEE

There shall be the advisory committee which will be enjoined with the task of

making necessary recommendations to SSEMA GIVING HEART FOUNDATION.

The role of the advisory committee shall be.

1) To consider strategies for program growth that should be added to SSEMA

GIVING HEART FOUNDATION objectives, new directions or partnerships (with

government, with civil society, with donors, etc.) and new ways of doing

business.

2) The advisory committee shall also work with SSEMA GIVING HEART

FOUNDATION to ensure that the objectives and strategies are appropriate for

the Ugandan context and designed to meet the needs of target populations.

3) The advisory committee shall endeavour to guide SSEMA GIVING HEART

FOUNDATION in its efforts to train and promote local Ugandan staff members

and reduce its reliance on assistance.

4) Furthermore, the committee shall agree to represent SSEMA GIVING HEART

FOUNDATION as necessary and advocate for its activities. Representation

shall include meetings with government counterparts, donors, non-

governmental organisations and other stake holders.

(e) SECRETARIAT

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 (1) There shall be a Secretariat of the Organisation, headed by an Executive

Director and consisting of such other staff members as shall be determined by

the Executive Committee from time to time.

(2) There shall be an administrator who will be maintaining the secretariat and

assist the executive director in running the secretariat.

(3) The Executive Director shall be appointed by the Executive Committee

(4) Other staff members shall be appointed by the Executive Director in

consultation with the Executive committee and the trustees.

(5) The Executive Director: -

(a) Shall be an Ex Officio member and Secretary of the Executive meetings

and all its subcommittees

(b) Shall be responsible for the correspondence of the Organisation and for

the recording of the Minutes of General Meetings of the Organisation and of

the board.

(d) Shall be responsible for the safe custody of the organization’s documents

and records.

ARTICLE 6: THE SEAL AND STAMP

a) There shall be a “seal” for the organisation whose design shall be approved

by the Board.

b) The Secretary or one of the Directors shall provide for the safe custody of

the Seal, which shall be used and every instrument to which the seal shall

be affixed shall be signed by the director and shall be countersigned by

the Secretary or by a second member of the Board appointed by the Board

for the purpose. The seal shall be used to authenticate the official

documents of the Organisation by its duly authorized offices.

c) The organisation shall have a stamp which shall be kept at the secretariat

and shall be affixed on all documents executed on behalf of SSEMA

GIVING HEART FOUNDATION by the management staff.

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ARTICLE 7: GENERAL MEETINGS OF THE ORGANISATION
(1) Annual General Meeting

a. An annual meeting shall be held once every year at such place and time as

the board may agree upon.

b. The notice convening the annual general meeting and the agenda there of

shall be given in writing to each member of the organisation not less than

30 days before the date of the meeting. Such notice shall state the time, date

and place for the annual general meeting and shall be accompanied by a

copy of the audited summary of accounts and estimates for the following

shall be to:

a. The business of the general meeting shall be to:

i. Approve the minutes of the last annual general meeting and of

any extraordinary general meetings held during the year.

ii. Receive the report of the executive directors on the progress of the

organization and review the books of account.

iii. Form a sub-committee where necessary.

iv. Transact any other business for which notice has been given

(2) Extra Ordinary General Meetings

There may be other General Meetings which shall be known as Extra Ordinary

General Meetings which may be called by the Executive Committee under

the following conditions: -

(a) If requested by one third of paid-up members by memorandum duly

signed and presented to the Chairman.

(b) If in the opinion of the Executive Committee a situation has emerged

where the membership must make a resolution

(c) The date and venue of such a meeting shall be fixed by the Executive

Committee.

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 (d) Only such business as that for which the meeting has been called shall

be solely dealt with and concluded.

(3) Voting

a) Each member in a general meeting shall have one vote which shall be

exercised personally and not by proxy.

b) Voting at meeting of the organisation shall be by show of hands or if it is

so required members may vote using secret ballot.

(4) Decisions

a) Decisions shall always be by a simple majority of members entitled to

vote and present at the meeting.

(5) Quorum

A quorum in each of the general meeting unless otherwise here in specified

shall be at least two thirds (2/3) of the members. If at any general meeting of

the organization there of a quorum is not realized with in sixty minutes of the

appointed time, the meeting shall stand adjourned until seven days thereafter

it will again meet at the same time and in the same place. In the event of this

later day falling on a public holiday, the meeting shall take place the day

following at the same place unless otherwise agreed.

(6) Notice

a) Notice may be given by the organisation to any member either personally

to him/her or by sending it by email or post to his registered address. Where

a notice is sent by post, service of the notice shall be deemed to be effected

by properly addressing, preparing and posting a letter containing the notice,

and it shall be deemed to have been effected at the expiration of 72 hours

after the letter containing the same is posted.

b) Non- receipt of a notice of a meeting by any person to get notice there

of shall not by itself invalidate the proceedings of such a meeting.

(7) Nominations

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 (a) There shall be nomination forms which shall be sent out to members by

the secretariat 14 days before the date of the AGM

(b) All nominations of the Executive Committee members shall be signed by

the nominee and two proposers who are members of the organization and

the nomination form submitted to the Executive Director at the registered

address of the organization.

(c) The Annual General Meeting shall elect a returning officer to preside over

the election of the members of the Executive Committee. Any member who

is not standing for a post may be nominated to be the returning officer

(d) Upon nomination of the members for the respective positions, the office

bearers shall be elected to the respective posts by show of hands

(e) The returning officer shall conduct the elections and announce the

results immediately on conclusion

(f) The new office bearers shall take office immediately by declaring their

acceptance.

ARTICLE 8: FINANCES
(1) Sources of funds

The finances of the organisation shall be for the objects of the organization

and shall be derived from:

(a) Annual membership subscriptions and membership fee

(b) Members voluntary contributions

(c) Donations

(d) Sponsors

(e) Endowments

(f) Grants arising out of written funding proposals

(g) Sales of products of the organisation promotional materials

(h) Fundraising

(I) Income generating activities

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 (j) Any other sources deemed fit and as approved by the Executive

Committee

(2) Bank accounts

Opening of bank accounts of the Organisation with any commercial bank or

other financial institutions shall be decided upon by the Board and the

mandate and signatories thereto shall be determined by the Board.

(3) Account signatories

The founders shall be the principle signatories to the bank accounts. The

chairperson and treasurer shall sign the resolution defining the purpose for which

the funds shall be withdrawn and that it is in realization of the objectives of the

organization.

ARTICLE 9: PROPERTY OF THE ORGANISTION

The management of the organization and control of its funds and property shall be

vested in the trustees. The trustees shall be vested the custody of all land, building

and other movable or immovable property and all investments and securities

which shall be acquired by this organization. They shall ensure that the

organisation acquires movable and immovable assets.

ARTICLE 10: PUBLICATIONS

(1) A Journal/Newsletter/magazine etc. shall be published to further the objects of

the organisation either by the organisation alone or in conjunction with any other

organisation or organisations with similar or complementary objects

(2) The Executive Committee shall have power to exchange publications with other

Organisations

ARTICLE 11: DISPUTES AND ARBITRATION

No members of the organization shall be permitted to refer disputes within the

organization to a court of law before it is subjected to arbitration and mediation

unless such a decision is taken by the trustees and executive Board.

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ARTICLE 12: BY-LAWS
The executive may adopt by-laws which shall be in union with and contagious to the

constitution, the team may setup by-laws committee, councils and appoint officers

and external directors in different nations and open up the offices for smooth running

of the organisation.

ARTICLE 13: INDEMNITY

Every member of the Executive boards, and of any other Committee, and every officer

and employee of the organisation, and any person acting on the lawful directions of

any Committee of the organisation, shall be indemnified out of the funds of the

organisation against all damages, costs and expenses awarded against or incurred

by any such person as a result of any claim made against him or her personally for

anything done or omitted to be done by him or her bona fide for the purpose of

carrying out any of his or her functions, powers or duties

ARTICLE 14: AMMENDMENTS

(1) This constitution shall not be amended or altered without the consent of the

board of trustees of SSEMA GIVING HEART FOUNDATION.

(2) Any alteration of the Constitution of the organisation shall be carried out by

a vote of two-thirds of the members present and entitled to vote at a General

Meeting or Extraordinary meeting specially called for that purpose.

ARTICLE 15: DISSOLUTION AND WINDING UP

i. The trustees may by unanimous resolution dissolve and wind up the

organisation.

ii. The organization may be dissolved by a special motion and supported by

1/3 of fully registered members of the organization.

iii. A notice for a motion of dissolution shall be forwarded to the board at least

3 months before the meeting at which it is proposed to move the motion.

iv. If, upon winding up or dissolution of the organisation there remains after

the satisfaction of all its debts and liabilities, any property whatsoever

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 , all assets and any other properties of the organisation, shall be given to the

trustee members for humanitarian purposes. It shall be upon them to donate

any property to any other charitable organizations as they may find it fit upon

dissolution.

v. Notwithstanding, the dissolution can happen only when the organization has

become insolvent or does not meet the objects for which it was set up.

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