CONSTITUTION OF

…………………………… INVESTMENT CLUB

 THE REPUBLIC OF UGANDA

THE CONSTITUTION OF ….....

……………………………………………………………..INVESTMENT CLUB

1. NAME
The name of the club shall be …….
………………………………………………………..INVESTMENT CLUB.

2. The registered address of the club shall be ……...

3. Objectives
The objectives for which the club is established shall be:-

a) To mobilize savings from its members by way of monthly contribution to

the investment club fund and to encourage members to raise funds for
savings in every possible way.

b) To advance loans to members for productive purposes and to charge

interest thereon at such rates and such terms as shall be agreed on from
time to time and as laid out in these bye laws.

c) To carry on, develop and improve any trade business whether

manufacturing or otherwise which may seem to the investment club
capable of being conveniently carried on in connection with its objectives
herein or calculated directly or indirectly to enhance the value or render
more profitable any of the investment club’s property, assets or rights.

d) To invest the club funds in such ways as are financially profitable be it in

buildings and other related ventures and for this matter to engage in
property and estate development, habitat, environment and real property
development and to deal with other housing and development concerns
in Uganda.

e) For the realization of the above objectives the club may do all acts and
things permissible under regulations there under these bye-laws or any
enactment of Parliament.

f) Political interference shall be kept out of the investment club but members
of all political leanings can be members if they fulfill the required
qualifications for membership.
 g) To do all such other things as are incidental or conducive to the
attainment of the investment club objects or any of them or the
performance of its functions.

4. OPERATIONS
The investment club’s area of operation shall be in Uganda neither shall its
members be limited except as herein provided

5. MEMBERSHIP
a) Membership in the club shall be open to such people as have these
qualifications: -
1) Any person who has attained 18 years of age.

2) Any person who is resident within or is in occupation of land

within the investment club’s area of operation.

3) Any investment club incorporated under the Laws of Uganda with

noble objectives or an unincorporated body of persons with
permission from the members.

b) All applicants for membership shall;

1) Make an application for admission giving their names, address and

other particulars as specified in the application form.

2) They shall be seconded and affirmed by at least two existing and

fully paid up members of the investment club. This provision shall
not apply to the founder members.

c) Membership shall cease when a member;

1) Dies
2) Is expelled from the investment club by the Annual General
Meeting.
3) Is declared an undischarged bankrupt or a criminal under the Law
4) When they have been repaid all the amount standing to their credit
as members.
5) Fails to pay the required monthly contributions. If you take 3
months without pay, then you will leave the group.
6) Those exiting will forfeit 10% of their savings with the group.
6. MANAGEMENT
There shall be an Executive Committee which shall be the controlling
authority of the investment club and shall conduct the day to day business of
the Investment club Such Committee shall not exceed nine people but shall
consist of the following:-

1. The chairman,
2. The Vice-chairman
3. Treasurer
4. Secretary

7. QUALIFICATIONS FOR THE COMMITTEE

a) The persons elected to the committee shall be people with the following
qualifications:-

1) Above eighteen years old

2) A fully registered member of the investment club
3) Of sound mind
4) Not convicted of a crime involving moral turpitude
5) Not in debt to the investment club other than in respect of a loan
lawfully acquired.
6) Of high integrity and moral standing within investment club
7) With a fixed place of abode within the area of operation

b) No person shall be appointed or be a member of the committee who is a

person convicted of any offence involving fraud or dishonesty or
otherwise declared insolvent or bankrupt under any law in force in
Uganda.

8. FUNDS
a) The funds of the investment club shall be raised from and shall consist of:
1. Members’ monthly contributions to the investment club fund will be
ugx. 50,000/=.
2. Loans, grants and advances made to the investment club in the
course and discharge of the objectives herein.
3. Every member will contribute ugx 5000 as club management fee.

b) All funds of the investment club that are not required for immediate use
shall be deposited in a Commercial bank nominated by the investment
club members or otherwise as the law may direct.

RECEIPT
 a) Every member of the investment club shall be provided by the
investment club with a monthly receipt on presentation of a valid bank
deposit slip of their monthly contribution or such other record
prescribed by the committee from time to time signifying their
membership and their contributions to the investment club. A receipt
shall be in Form appended to these rules or in a form as near thereto as
circumstances permit.

b) When a member wishes to withdraw their membership, they shall be

paid an equivalent of their total contribution made towards the
investment club fund less one month’s monthly contribution.

c) A member losing or defacing the receipt or other record of payment to

the investment club may supply the member with a duplicate on the
member furnishing the investment club at their own expense such
evidence regarding the loss and giving such indemnity and paying such
fee as the committee may require.

d) Loss of receipts shall always be reported to the investment club and

failure to do so shall render the investment club not liable for any loss
incurred thereby.

9. DEPOSITS
a) The investment club may from time to time as the Committee may think
fit, receive deposits from members and on such conditions as the
committee may from time to time determine.
The deposit accounts shall be in the form of: -
1. Savings accounts
2. Fixed deposits or time deposits
3. Other types of accounts as shall be determined by management
from time to time

b) The committee shall provide written regulations concerning the

operation of these accounts with particular reference to
1. Minimum deposits
2. Interest payments
3. Withdrawal rates and regulations
4. Lending of deposits to members
5. Penalties
6. Other charges
7. Any other matters connected therewith for the smooth and legal
running of the investment club.
 c) All account holders shall be provided with a document evidencing that
they are holders of such accounts and such record shall be deposited
annually by members with the investment club at its head office for
inspection by the appointed auditors and at such time as the Committee
may direct.

10. GRANTS
a) The investment club may receive money on loan required by it for
meeting any of its obligations or discharging any of its functions under
these rules.

b) The investment club may give such security upon any of its assets for any
loan as the Committee may from time to time consider expedient.

c) The investment club shall be at liberty to solicit for and to obtain grant
from government or any other bodies for the fulfilling of the objectives of
the investment club.

11. LOANS
The investment club shall make advances of the funds of the investment club
to its members on condition that:-

1. There shall be an interest payable on the amounts advanced

chargeable in accordance with the prevailing economic conditions.

2. The amount so lent shall not exceed four times the value of
contribution held on the members account.

3. The purpose of the loan shall always be disclosed with attendant

feasibility study and or development plans.
4. Security for the repayment of the loan shall be provided by the
member.

12. SURPLUS

a) The committee shall have power to pay out the surplus such dividends
or bonuses on the return on investment of the members and at such
time as it considers expedient and in accordance with what will be
agreed upon and shall not exceed 10% of the fully paid up capital.
 b) Appropriations out of the surplus may be made to reserve funds or
funds to meet a contingency for equalization of bonuses or for
repairing or maintaining any property of the investment club or for
any other purposes as the members may determine;

c) The committee may carry forward from year to year any surplus
remaining after making the payments or appropriations authorized by
the rules;

d) No bonuses shall be paid otherwise than out of the accumulated

reserve or surplus.

13. EXECUTIVE COMMITTEE MEETINGS

a) The committee shall hold regular meetings at least once every month to
transact business of the investment club provided the Chairman through
the Secretary is at liberty to call any other meeting if the need so arise.

b) The chairman shall preside at all meetings of the committee and in his
absence the Vic-Chairman. In their absence the members present may
elect one of their numbers to chair the meeting.

c) The committee shall upon formulation make standing orders to regulate

the conduct of their meetings which shall be approved by the general
meeting.

d) The members of the Committee may be paid such remuneration or

allowances as is fit for traveling, hotel and other expenses properly
incurred by them in attending and returning from meetings of the
investment club or any meeting of the committee or in connection with
the business of the Investment club.

e) Five people will form a quorum for the committee meetings.

14. ELECTION OF THE EXECUTIVE COMMITTEE

a) Members of the committee shall be elected and suspended or removed

only by a majority of members present and voting at a general meeting.

b) The procedure for election of successive Committee members shall be

determined by the first General meeting and shall be incorporated in
these provisions to be read together with as part of these rules.
 c) The Committee shall hold office for two years but retiring members shall
be eligible for re-election for another two other terms only.

d) Should a vacancy on the Committee occur before the general meeting is

held the Committee shall co-opt a member of the investment club who
fulfils the qualifications herein to fill such vacancy until the next general
meeting.

e) A member of the Committee may be removed from office by ordinary

resolution of the investment club passed at a General meeting for
inability to perform the functions of their office or any other sufficient
cause including:-

I. Ceasing to hold membership qualification according to these Bye

Laws.
II. Failure to attend three consecutive Committee meetings without
assigning good reason therefore.
III. Being a person of unsound mind.

f) A Committee member may otherwise resign from the Committee by

writing under their hand to the chairman but resignation does not of
itself bar the resigning member from continuing as a member of the
investment club.

15. POWERS AND DUTIES OF COMMITTEE MEMBERS

1. The Committee shall have full power to conduct and manage the
affairs of the investment club in all things according to their discretion
and subject only to the provisions of these rules.

2. The committee may appoint subcommittees for the performance of

different functions of the investment club including but not limited to;

I. Finance and administration.

II. Membership and mobilization.
III. Credit
IV. These committees may co-opt non members with specialized
knowledge to advise them as needed.

3. Without prejudice to the generality of the foregoing provisions the

Committee shall have power to:-
1. Make, repeal or vary these bye-laws for the proper conduct of the
business of the investment club provided that such rules shall be
approved by the Annual General Meeting and ratified by the
Registrar of Documents.

2. Authorize the use of all forms, instruments and other documents

which it may deem necessary for the proper conduct of the business
for the investment club;

3. Make regulations for the conduct of its own meetings.

4. Shall provide for professional personnel to run the businesses of

the Investment club and 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.

5. The Committee shall appoint such qualified persons to the

positions of, Secretary General Manager, operations Manager an
Administration Manager, Accountants, Cashiers and Clerical staff
from amongst the members of the investment club or from among
such other persons as the Committee may invite from the public
and interview, upon such remuneration and for such period and
upon such other terms and conditions as shall to the committee be
suitable.

6. Make donations to any investment club, instructions, club or

investment club for purposes which the committee may consider to
be deserving.

7. The Committee shall see to it that the investment club participates

in programs that are deemed to add value to the club.

8. Shall prepare and keep a register of the members of the investment

club for the time being.

9. Shall cause minutes to be taken of every meeting of the investment

club and such minutes shall be signed by the chairman of the
meeting at which they are read and shall as between members of the
investment club be conclusive of the facts stated therein.

10. Shall from time to time and on such terms as thinks fit, appoint
other officers or employees as may be expedient for the proper and
efficient conduct of the business and functions of the investment
club.
 11. 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.

16. GENERAL MEETING

a) The supreme authority of the investment club shall be the annual General
meeting of members at which every fully paid up member has a right to
attend and to vote.

b) The Annual General meeting hall be held one every calendar year at least
within three months from the end of the financial year and upon receipt of
the Auditor’s report where matters shall be considered including:-
1. Considering amendments
2. Consider reports and the balance sheet and audit report for the
previous year.
3. Elect members of the Committee
4. Appoint an auditor for the ensuing year
5. Transact any other business

c) Every member of the investment club shall vote in person and proxies
shall not be allowed at any general meeting.
d) 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.

e) Any one of the joint holders of share present at a meeting and qualified to
vote may vote at that meeting in respect of such share.

17. SPECIAL MEETINGS

A special General meeting of the investment club 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 he Committee fail to convene a
requisitioned meeting thirty days after such requisition then the members
shall convene the meeting.

18. QUORUM THE ANNUAL GENERAL MEETING

 a) One quarter of the total members of the investment club present in
person and qualified to vote shall be a quorum for all purposes ay any
annual general meeting or special General meeting.

b) If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting if convened upon the 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.

c) The chairman of the Committee shall be chairman of all meetings and

in his absence the Vice chairman and in their absence any other person
elected by a majority of those present shall preside as chairman for a
particular one meeting.

19. VOTING

a) No member shall be entitled to vote at any general meeting unless she

has continued to be a fully paid up member and every member not so
qualified shall not be summoned to any such meeting.

b) Subject as aforesaid, every member so qualified who being an

individual and present in person, or being cooperation or other legal
entities present by a duly appointed or designated representative at
any general meeting, shall have one vote.

c) There shall be three systems of voting namely;

1. secret ballot
2. lining
3. Raising of hands
And the mode chosen for a particular meeting shall depend on the
issue being discussed and as members shall agree.

d) Minors shall not be eligible to vote at any meeting of the investment

club

20. ACCOUNTS

a) The committee shall prepare books of accounts and prepare records in

relation thereto and keep at the registered office or at such place or
places as the Committee thinks fit and shall always be open to the
inspection of the members.
 b) The Committee shall prepare in respect of each financial year a full
statement of accounts, including a balance sheet, a statement of income
and expenditure and a statement of surplus or deficit and shall cause
all statements to be laid down in the General meeting with auditor’s
report.

c) The financial year of the investment club shall be from 1st January to
31st December.

21. AUDITORS

The Committee shall arrange all books, accounts and the records of the
investment club 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 investment club at
their Annual General meeting.

22. SEAL /STAMP

a) The investment club shall have perpetual succession and a common

seal/stamp which shall be kept by the Secretary to the Committee.
b) The application of the seal/stamp of the investment club on any
document shall be authenticated by the signature of at least three
officials of the investment club who shall include the Chairman and
the General Manager of the investment club.

23. INDEMNITY

Every executive Committee member and other officers of the investment

club shall be indemnified out of the funds of the investment club against
all liabilities incurred by them in defending any proceedings whether civil
or criminal in which judgment is given in their favor or which they are
acquitted or in connection with any application in which relief is granted
to them by the court.

24. FINES

Any member who contravenes the provisions in these byelaws shall be

liable to pay a fine;
  Late payment of monthly contribution ie after 15th of every month
will attract 10% fine of the monthly fee.

25. DISPUTES

Every dispute between the investment club and its members or persons
claiming under or on account of members shall be settled by the executive
committee and upon failure to reach amicable settlement may seek legal
redress.

26. AMENDMENTS

No new rule shall be made nor shall any of the rules herein contained or
hereafter made be amended or rescinded except by a resolution passed at
an Annual General meeting of the investment club duly convened and
held. All additional rules made by the committee shall always be ratified
by the General meeting.

27. DISSOLUTION

The investment club may be dissolved in any of the modes that will be
agreed upon by the members.

We the several persons whose names and addressed appear hereunder have this
day of ………………………….agreed to the foregoing byelaws and adopt them to
be registered.

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