THE REPUBLIC OF UGANDA

THE COMPANIES ACT NO.1 (2012)

COMPANY LIMITED BY GUARANTEE AND NOT HAVING

SHARE CAPITAL

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ACCORD CITIZENS AGENCY LIMITED

Incorporated on this………………day of…………………………...2019

Drawn & Prepared by:

The Founding Members
P.O. Box 90 SOROTI , UGANDA

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 PREAMBLE:

"Political Parties are Parties of citizens who set out to influence either permanently or for a
lengthy period of time the formation of political opinions to participate in the representation of
the people provided that they offer sufficient guarantee of the sincerity of their aims in the
general character of their circumstances and attendant conditions, particularly in regard to the
size and strength of their organization, the number of registered members and their public image,
where Party members may only be natural persons. "

THE REPUBLIC OF UGANDA

THE COMPANY ACT NO.1 (2012)
COMPANY LIMITED BY GUARANTEE
WITHOUT SHARE CAPITAL

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 MEMORANDUM
OF
ACCORD LIMITED
1. The name of the company is: ACCORD CITIZENS AGENCY LIMITED. (Herein
After referred to as “ACCORD”
2. The registered office of the company will be situated in the Republic of Uganda.
3. The objectives for which the company is established are: -

a) To refine and enlarge the public views, by passing them through the medium of a
chosen body of citizens, whose wisdom may best discern the true interest of their
country, and whose patriotism and love will be least likely to sacrifice it to temporary
or partial considerations.
b) To outsource and inculcate wisdom sufficient enough to enable the party bear public
responsibilities to the entire nation without discrimination against members.
c) To help democratize and constitutionalize governance as a means of ensuring the
welfare of the people in the society concerned. Their role is to make governance more
democratic, constitutional and republican.
d) To serve the common good of all the members of the society concerned through
instruments in the service of the welfare of all the members of the party and
community/ society concerned while safeguarding the concept of constitutionalism.

e) To ensure purpose of proper management and equitable distribution of resources in

the interest of the common good; the common welfare.
f) To direct the use of government institutions to purposeful service for the common
good of the public while considering terms of purpose subject to constitutionalism.
g) To aimed at not only democratizing but also constitutionalizing governance so as to
serve the common welfare of the people.
h) To be a pressure and driving agent that can put in places, structures, formula and
institutions that can add value to the project of democratizing and constitutionalizing
governance.

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 i) To add value to governance and process of proper management and equitable
distribution and re-distribution of resources for purposes of survival and self-
preservation of the life of man.
j) To be a political party is not an end in itself but a means to an end which must not be
selfishly personal and tribal, but instead an end to democratize and constitutionalize
governance.

To operate with a review of the constitution as to secure provisions therein: - guaranteeing peace,
national unity and integrity of the Republic of Uganda in order to safeguard the well-being of the
people of Uganda.

k) To revolutionize and become a party/ Party of citizens through which the citizens
seek to influence the affairs and process of governance through which the people
express themselves and decide the system of government they want.

l) To be a party which seeks to persuade the citizens to give them a chance to run their
country’s affairs in a manner that reflect and represents their interests and originality.

m) To be an agent of the people through which the they can organize themselves thereby
playing the function of providing an organizational vehicle for the people.
n) To carry out all the above mentioned objects or any of them or in any possible
combination and do such other things as are incidental or conducive to the attainment
of any objects of the Party.

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AND IT IS HEREBY DECLARED in the interpretation of this clause the meaning the Party’s
objects shall not be restricted by reference to any other objects or by juxtaposition of two or
more objects other name of the company, and the objects specified in each of the paragraphs of
this clause shall, unless otherwise provided, be regard as independent objects and in case of any
ambiguity this clause shall be construed in such a way as to widen and not to restrict powers of
the Party.

THE LIABILITY OF MEMBERS IS LIMITED BY GUARANTEE

Every member of the Party undertakes to contribute to the assets of the Party. In the event of it
being wound up while a member, or within one year afterwards, for payment of the debts and
liabilities of the Party, contracted before such a member ceases to be a member, and the costs,
charges and expenses of winding up for the adjustments of rights of the contributors among
themselves, such as amount as may be required not exceeding Uganda shillings Five Hundred
Thousand (Shs.500, 000/=)

In the case of winding up dissolution of the Party, whatever remains after satisfaction of all
assets, debts and liabilities, any property whatsoever, the same shall be transferred to anybody or
institution having wholly or partly similar objects to the objects of ACCORD LTD and in

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accordance with the wishes and desires of the bona fide donors and contributors of the Party’s
funds, provided that the managing controlling organ of the Party for the time being exercising
such control shall have the power to determine the recipient body/bodies of institution(s)
aforesaid.
We, the several persons whose names and addresses are subscribed are desirous of being formed
into a Party in accordance with this Memorandum of Association.

NAMES, CONTACT ADDRESS SIGNATURE

Dated at Kampala this............day of.............................................201

WITNESS TOP THE ABOVE SIGNATORIES

Name:

Signature:

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 Postal Address:

Occupation:

THE REPUBLIC OF UGANDA

COMPANY/ PARTY LIMITED BY GUARANTEE
WITHOUT SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
...........................................................

ARTICLE:
INTERPRETATION

In these Articles Party the following words and phrase shall have the meanings attached to them
respectively viz: -
“The Act” shall mean the Companies Act, 2012 of the laws of Uganda including any statutory
modification or re-enactment of it for the time being in force.
“The company” shall mean ...............................................
“Member” A person(s), duly elected and entered in the register of members as a member of the
Party whether an ordinary member, an affiliated member or an honorary member.
“Ordinary Member” A person(s) duly elected as such under Article 3 and who becomes a
member.
“General Meeting” General Meetings whether ordinary or Extra-ordinary of the members duly
convened and held in accordance with these articles.
“These Articles” The Articles of Party for the time being in force.
“Inauguration Meeting” means the first meeting of intended members after registration.
“Month” Calendar month.
“The Office” the Registered Office of the Party.
“The Register” The Register of members of the Party.

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“Subjects as aforesaid” any words or expression defined in the status shall, if not consistent
with the subject or context, bear the same meaning in this Article.
“The Statute” The companies Act, 2012 including any statutory modification or re-enactment of
it for the time being in force.
“The Seal” the common seal of the Party.
Unless the context otherwise requires words implying the singular number are extended to
include the plural and vice versa, the word implying persons, include corporations.
Words and expressions defined in the Act shall except herein before provided have the meanings
thereby assigned to them.
Words importing the singular number shall include the plural and vice versa.
Words importing the masculine gender include the feminine.
Words importing persons shall include bodies, corporate and Parties are.

MEMBERSHIP OF THE PARTY

Membership of this Party shall be limited to individuals, community based Parties, NGOs and
other personalities interested in or working in social development. all intending personalities,
bodies or groups of people wishing to join the organization shall formally apply to the executive
council for approval of their membership free of charge. All applicants whose applications are
approved shall be registered in a register of members. Membership fee of UGX.500,000/= (Five
Hundred Thousand Shillings only) and subscription fee shall be paid only by founder members
on an annual basis. All those personalities, groups, bodies, etc, that will register with this Article
other than the founding members shall be referred to as “Working Partners”.

FOUNDING AND LIFE MEMBERSHIP

Founding and life membership in the Party shall at all times be limited.

RIGHTS AND OBLIGATIONS OF FOUNDING AND LIFE MEMBERS

Life and founding members as set in this Article shall:

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 a) Show true commitment to the Party and its objectives.
b) Abide by the constitution, rules and regulations of the Party.

COMPOSITION OF THE NATIONAL EXECUTIVE COUNCIL

The executive shall be composed of the founding member as ands at least three other members
from the public elected from the founding members. Individuals from the public elected by the
founding members to be members of the executive council must be individuals promoting
development.

BOARD OF DIRECTORS/ FOUNDING MEMBERS

a) The members of the executive council shall appoint from the public three and not more
than five persons to be Directors of the Party and its properties.
b) The Directors shall hold offices as long as they are associated with the Party until
removed by a Resolution of Party of members of the executive council.
c) Directors must be able and willing to give and devote time to the efficient administration
of the Party and the fulfillment of their duties as Directors.
d) Directors shall have the duty of protecting the Party’s property and shall ensure that the
way in which the Party is administered is not open to abuse and that policies of the Party
shall be constantly maintained and respected.

QUALIFICATION OF DIRECTORS/ FOUNDING MEMBERS

a) Shall not be discharged bankrupt.
b) Shall be respectable character.

Any trustee may resign upon giving chairperson of the executive council one month notice in
writing.

In case of any vacancy in the office of the Directors through resignation, bankruptcy or
death, an appointment of new Director (s0 shall be vested in the Executive Council. The
membership shall be honorary.

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 WITHDRAWAL OF MEMBERSHIP
a) The Party may by resolution of five of the founding members/ Executive Council
requires a member who belongs to the Associate membership of Working Partners to
withdraw temporarily or permanently from membership.
b) Any member of the Executive Council who fails to show commitment to the Party’s
activities and objectives or who fails to attend five consecutive meetings of the Executive
Council without any genuine reason communicated to Chairperson shall have his/her
membership terminated. This will be done by founder members of the Party after serving
the said member with five notices of intention to withdraw his or her membership.

Except as otherwise stated in this Article all the members whose membership is
terminated shall have the right of appeal during the next meeting of the Executive
Council. Such an appeal shall be directed to Chairperson through the Director General
with the endorsement of at least three members of the founding body of the Party.

THE NATIONAL EXECUTIVE COUNCIL AND ITS POWERS

The Executive Council is the supreme decision-making body on all matters pertaining to
the Party.

The Executive Council shall:

a) Elect every five years its Chairperson who also presides over all the meetings of the
Executive Council and remains in the office until the following election. He/she may
however be elected for another term of office not exceeding two more terms.
b) Adopt the activity report established by the Secretariat and defines the broad lines of the
action of the Party.
c) Adopt the financial report established by the Secretariat on the basis of the budget and
annual accounts verified by the auditors and approved by the said council.

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 d) Elect for a period of five years (renewable the members of the council and designates
from among the latter the Chairperson of the Council, Vice Chairperson, Director
General, Secretary, Treasurer.
e) Approve the Constitution, the by-laws and their modifications.
f) Fix the sum of the subscriptions of partners of the Party.
g) Nominate Auditors; and
h) Decide on request for admission to the Party.

POWERS AND FUNCTIONS OF THE OFFICE BEARERS

The Chairperson shall:

a) Preside over all meetings of the Party.

b) Be one of the signatories to the minutes of all meetings of the Party.
c) Be one of the signatories to the Bank Account of the Party.

The Vice Chairperson shall:

Assume the powers and functions of Chairperson in case of his or her absence.

The Secretary shall:

a) Be a signatory to the minutes of all meetings of the Party.

b) Be a secretary to the Executive Council and in such capacity ensure that a true record of
minutes of all proceedings of the Party are properly distributed and posted together with
the agenda.

The Executive Director shall:

a) Be spokesperson of the Party.

b) Be an original founding member of the Party.
c) Be the Chief Technical Advisor of the Party.

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 d) Carry out correspondences related to the work of the Executive Council which cannot be
entrusted to the Secretary and ensure that a systematic archive over all correspondences
as well as other documents related to the work of the Party is kept.
e) Be in attendance of the executive council and participate in such meetings as a voting
member.
f) Be Director-General Plenipotentiary of the Party.
g) Be a co-signatory to the minutes of the meetings of the Party.
h) Implement all decisions of the Executive Council.
i) Be responsible for day-to-day administration of the Party and its programmes and the
Party’s growth.
j) Be one of the signatories to the Bank Account of the Party.

The Treasurer shall:

a) Ensure that a complete and accurate record of all financial matters of the Party is properly
kept.
b) Receive all subscriptions, donations, grants and any other funds on behalf of the Party
and ensure that they are properly banked in the Party’s bank account.
c) Ensure that proper and complete financial statements are regularly prepared and present
such statements in the Executive Council.
d) Keep a complete and accurate record of all financial matters of the Party and maintain an
up-to-date inventory over all assets and materials belonging to or in the care of the Party.
e) Deposit in the Party’s bank account all subscriptions and any other funds received by the
Party.
f) Prepare annual plans, programmes proposals and budgets for presentation to the
Executive Council. Such annual plans and budgets shall be presented to the Executive
Council at least two months before the beginning of the financial year.

MEETING OF THE EXECUTIVE COUNCIL

a) The Executive Council shall meet at least four times a week.

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b) Council meetings shall be convened by the Chairperson or by the Director General or
petition signed by four of the council members.
c) Notice of all meetings shall be duly signed and dated by the Hon. Secretary or Director
General and shall be posted at least two weeks before on ordinary meetings and seven
days before on emergency meetings. All such notices shall be distributed to the Founding
members and Associate partners.
d) The quorum of all meetings of Executive Council shall include at least three of the
founding members of the Party, of whom shall include the Chairperson, Secretary and
Director General, in addition to two other members.
e) Voting in all meetings of the Party shall be by show of hands unless the members
attending the meeting decide. Elections of the Executive Council Members shall be by
secret ballot.

ANNUAL GENERAL MEETING

a) The Annual General Meeting of the National Executive Council shall be in the month of
January each year and not later than February of each year.
b) Associate Partners of the Party may attend the Annual General Meeting and may
participate in the proceedings including nominations but without voting rights.
c) The Annual General Meeting shall consider:
I. Annual reports and audited financial statements of the previous year.
II. Amendments of the Constitution, if any.
III. Programme plans and budgets for the current year.
d) The annual General Meeting shall consider a non-binding vote of no confidence in the
Executive Council or any member of the Party, if such motion is signed by at least five
members of the founding body and presented to the Chairperson through the Director
General or Secretary at least twenty-nine days prior to the General Meeting. The
Chairperson shall give notice of such motion to all members at least twenty-one days
before the Annual Council Meeting, but the Chairperson and Secretary of the Director
General shall call an emergency meeting of the Executive Council within six weeks to
resolve the crisis.

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 FUNDRAISING
The Party shall have powers to obtain, raise and receive finances from:

a) Membership fees and subscriptions as shall be determined from time to time by the
Executive Council.
b) Donations, grants and gifts from local and international sources.
c) Interests and profits accruing from property and investments of the Party.
d) Borrowing from individuals, banking institutions, companies or any other financial
institution with terms approved by the Executive Council.
e) Any other lawful means of fundraising approved by the Executive Council.

SUSPENSION OF FUNDS AND ASSETS

a) The Party shall keep all accounts of all sums of money and gifts received and expended;
of the manner of how such receipts and expenditures take place.
b) The Party shall open and maintain bank account which shall be in the name of the Party.
c) There shall be three co-signatories to the Party’s bank account, namely;
I. Chairperson.
II. Treasurer.
III. Executive Director.
d) Two of whom shall be required to sign Cheques, transfers and withdraws.
e) Financial allocations and expenditures up to an amount not exceeding
ugx.1,000,000/=(One Million Shillings only) shall be approved by the Director General,
and countersigned by two other persons authorized as co-signatories by the Executive
Council. Transactions exceeding this amount shall be authorized by the Chairperson
countersigned by Director General.
f) The Director General shall issue receipts in the names of the Party of all funds received.
Single receipts in excess of UGX.500, 000/= (five hundred thousand shillings only) shall
in addition be signed by the Treasurer.

TRNSITIONAL PROVISIONS

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All persons who attend or represent in the general meeting discuss and approve this Party shall
become Founding Members, enjoying full membership after fulfilling their financial obligations
to the Party without following any subsequent admission to membership, provided that they meet
the required qualifications for an ordinary or associate member.

SEAL

The Executive Committee shall provide for safe custody of the Seal which shall only be used by
the authority of the Executive Committee and every instrument to which the instruments shall be
affixed shall be signed by an office bearer and shall be countersigned by the Secretary or by
some other member of the executive appointed by the committee for that purpose.

MISCELLANEOUS

All members not covered by the Memorandum and Articles of Party shall be dealt with in
accordance with the provisions of the Companies Act, 2012

We, the several persons whose addresses and descriptions are hereunto subscribed are desirous
of being formed into a Party in pursuance of this Articles of Association.
NAMES, CONTACT ADDRESS SIGNATURE

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Dated at Kampala this............day of.............................................2019

WITNESS TOP THE ABOVE SIGNATORIES

Name:

Signature:

Postal Address:

Occupation:

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