LIMODZI HOLDINGS CONSTITUTION

ARTICLES

OF THE

CONSTITUTION

OF THE

LIMODZI HOLDINGS

March, 2024
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CONTENTS

PREAMBLE 4

PART I: PRELIMINARY 4

ARTICLE 1: NAME OF THE FUND 5

ARTICLE 2: Interpretation 6

PART II: REGISTRATION, HEAD OFFICE, AREA OF OPERATION 6

ARTICLE 3: Head Office 6

ARTICLE 4: Area of Operation 6

ARTICLE 5: Core Values 6

PART III: OBJECTIVES 6

ARTICLE 6: Principal Objectives 6

PART IV: MEMBERSHIP AND TYPES OF MEMBERS 7

ARTICLE 7: Membership 7

ARTICLE 8: Types of Members 7

ARTICLE 9: Rights of Members 8

ARTICLE 10: Obligations of Members 8

ARTICLE 11: Termination of Membership 9

PART V: ORGANISATIONAL STRUCTURE AND OFFICE BEARERS 9

ARTICLE 12: Chairperson 9

ARTICLE 13: Vice Chairperson 10

ARTICLE 14: Secretary General 10

ARTICLE 15: Treasurer General 10

ARTICLE 16: Director of Investment and Development Projects 11

ARTICLE 17: Director of Legal Affairs 11

ARTICLE 18: Director of Marketing and Public Relations 11

ARTICLE 19: Director of Information and Communication Technologies (ICT) 12

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PART V: FINANCIAL MANAGEMENT, SOURCES OF FUNDS AND USES OF FUNDS
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ARTICLE 20: Financial Year 12

ARTICLE 21: Sources of Funds 12

ARTICLE 22: Uses and Management of Funds 13

ARTICLE 24: Annual Report 17

PART VI: ELECTION AND TERM OF LEADERSHIP 17

ARTICLE 24: Electing Members of the Board of Trustees 17

ARTICLE 25: Terms of Office 17

ARTICLE 26: The Board of Trustees 18

PART VII: GENERAL MEETING (ORDINARY AND GENERAL) 19

ARTICLE 27: Composition of General Meeting 19

ARTICLE 28: Powers and Functions of the General Meeting 19

ARTICLE 29: Delegation of Powers 20

ARTICLE 30: Annual General Meeting 20

ARTICLE 31: Special General Meeting 21

ARTICLE 32: Ordinary Meeting 21

PART VIII: CONSTITUTIONAL AMENDMENTS, DISSOLUTION, COMMON SEAL

AND

BYLAWS AND OPERATING PROCEDURES 21

ARTICLE 33: Constitutional Amendments 21

ARTICLE 34: Dissolution of the Fund 22

ARTICLE 35: COMMON SEAL 22

ARTICLE 36: BYLAWS AND OPERATING PROCEDURES 22

PART X: MISCELLANEOUS DISPOSITION 23

ARTICLE 37: Conflict Resolution Clause 23

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PREAMBLE

Dependency on salaries among Civil Servants has been a major concern over the years. This
makes many Civil Servants to struggle to support their families financially. This is due to
rising living standards in Malawi.

It therefore becomes hard for most teachers to make certain developments while working and
energetic. For instance, most teachers are not able to build themselves a house before they
retire from service. Even though some teachers are involved in certain small scale businesses,
their life still remain the same since these small scale businesses are less rewarding and
vulnerable to financial shocks in addition to the challenges to sustain them.

LIMODZI Holdings has been created to bring together Secondary School Teacher across
Malawi so that they can mobilize resources and invest them as a group. This will allow
teachers to be part of the large scale business (s) which in the long run will have an impact on
their financial status. Each member will be a shareholder of the grouping

We, the members of Holdings take full cognizance of the fact that Agriculture is the mainstay
or backbone of the economy of Malawi. We are however dismayed that since 1964 (when
Malawi got independence) a grass root farmer has largely toiled without realizing the best
possible profit from his or her effort; We, the members of LIMODZI HOLDINGS therefore
admit that in most cases, it has been because most small scale to medium scale farmers have
lacked proper support and access to loans, and this has in return, acted as a stumbling block
in enhancing their farm businesses and profits.

We, the members of LIMODZI HOLDINGS consider that the aforementioned economic
challenges can best be tackled through collective efforts and will by fellow Malawians living
in various parts of Malawi but having a collective will to create a better farming and
economic environment for a farmer in Malawi;

The members of LIMODZI HOLDINGS therefore believe that this can and will be achieved
through principles of team work, pool and shared invested resources, hard work, dedication,
accountability and responsibility towards each other and towards a strong desire for a better
developed farmer and hence a better developed Malawi. This we believe will translate into a
better empowered and better informed farmer, which will lead to social equity and social as
well as economic justice for all in Malawi.

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PART I: PRELIMINARY

ARTICLE 1: NAME OF THE GROUP

The name of this profit making fund is the LIMODZI Holdings (hereinafter known as
LIMODZI HOLDINGS)

ARTICLE 2: Interpretation

In this Constitution the following expressions, unless the context requires otherwise, shall
have the following meaning:-

LIMODZI HOLDINGS Membership: means or implies all paid up and registered members as
well as shareholders of the LIMODZI HOLDINGS regardless of where they currently live.

The Constitution: means the Constitution of LIMODZI Holdings.

The Board: means the Board of Trustees.

The Trustees: means or implies either all the interim Executive Officials duly appointed at a
LIMODZI HOLDINGS meeting or duly elected Executive Officials at a general assembly, to
govern the Fund.

Executive Officials of LIMODZI HOLDINGS: means and shall include the Chairperson,
Vice Chairperson, General

Secretary, Vice General Secretary, Treasurer and Directors.

PART II: REGISTRATION, HEAD OFFICE, AREA OF OPERATION

ARTICLE 3: Head Office

The Fund shall have its registered head office in the City of Lilongwe in the central part of

Malawi. This notwithstanding, the Fund shall encourage virtual operations running in all
cities of Malawi and across all districts in Malawi in the course of time.

ARTICLE 4: Area of Operation

Limodzi Holdings shall operate within the Republic of Malawi. Notwithstanding the
Holdings initial territorial jurisdiction herein stated, in the long run Limodzi purports to
expand and facilitate its operations worldwide.

ARTICLE 5: Core Values

Limodzi Holdings shall operate around the following core values: team work, respect for
oneself and

others; honesty; accountability; integrity; trustfulness; community, national and international

or global service; people centered; innovativeness; inclusiveness, competitiveness forward
looking and adaptive.

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PART III: OBJECTIVES

ARTICLE 6: Principal Objectives

The principal objectives of the Limodzi Holdins shall be the following:

6.1 To fill in the gap and provide members with easy and trustworthy access to financial and
other kinds of resources to enhance their livelihoods.

6.2 To provide a timely investment and development pool and opportunity to all the members
of the group.

6.3 To provide all members with social unity and togetherness in matters of individual
development and empowerment.

6.4 To provide a readily available source of funds in times of emergence or planned need for
all members.

6.5 To promote family, community, and national economic prosperity by investing in and/or

supporting various agriculture and non-agriculture based investment and development

funding.

6.6 To fundraise and/or secure funding and/or material and human capital (personnel) from
local, regional, national and international institutions towards the support of various
investment and developmental programs of this group.

PART IV: MEMBERSHIP AND TYPES OF MEMBERS

ARTICLE 7: Membership

7.1 Membership shall be granted to individuals of Malawian origin, who become paid up
members and who annually affiliate by buying shares into this entity

7.2 Limodzi Holdings may also consider granting membership to an entity or organization
that is operating nationally or internationally but has shown interest to support the operations,
growth and development of this entity.

ARTICLE 8: Types of Members

8.1 Trustee Members

8.1.1 Subject to this Constitution, Trustee Members are the Members of the Trusteeship that
are duly elected by a general assembly to oversee the day to day operations of Limodzi
Holdings. Trustee members shall hold office for a period of three years and may renew upon
being reelected at an annual general assembly

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8.1.2 All rights, obligations, rules, regulations and procedures governing Ordinary Members

shall also apply to Trustee Members.

8.2 Ordinary Members

8.2.1 Ordinary Membership shall be granted to individuals and/or entities upon paying of the

membership fee and renewal of annual shares bought in line with the standing statutes of
Limodzi Holdings.

8.2.2 Ordinary Members shall pay a one off non-refundable membership fee which is
established and periodically reviewed by the Annual General Meeting.

8.2.3 Where the Fund establishes regional, Divisional and district chapters, Ordinary
Members shall be bound by all additional constitutional provisions and membership fee rates
set by respective chapters in tandem with the broader overarching constitution of the Fund.

8.3 Honorary Members

8.3.1 Honorary Members shall be individuals 18 years and older or entities that do not meet

membership criteria established in Article 8 (1) and 8 (2), but who in the opinion of the Fund
deserve to be recognized for their excellent work in promoting the growth and development
of the Fund.

8.3.2 Honorary Members shall not be obliged to pay the initial membership fee unless they
voluntarily choose to do so to support the Fund

ARTICLE 9: Rights of Members

9.1 Both Trustee Members and ordinary Members shall have all rights and benefits
established by Limodzi Holdings. These include the rights to vote, contest for positions in the
Limodzi Holdings leadership governing body; and shall have unlimited access to Limodzi
Holdings work plans, budgets, financial and management reports and such other related other
documents as maybe requested.

9.2 Honorary Members may attend the annual and special general meetings as observers and

participate in the discussion. However, their opinions shall only be treated as pieces of advice
to Limodzi Holdings.

9.3 The right to vote and/or contest for leadership positions in the Fund’s governing body
shall not be extended to Honorary Members.

ARTICLE 10: Obligations of Members

10.1 All Trustee Members and Ordinary Members are required to pay their membership fees
and annual shares according to the stipulated amounts set by the Fund

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10.2 All Trustee Members and Ordinary Members are required to fully abide by Limodzi
Holdings constitution and standards, procedures, code of conducts and ethics which the Trust
may establish from time to time.

10.3 All Trustee members, Ordinary Members and Honorary Members have obligation to
uphold the core values of Limodzi Holdings at all times

10.4 All members have an obligation to participate fully in the advancement of the vision,
mission and aspirations of the Fund

ARTICLE 11: Termination of Membership

11.1 The Fund shall have the right to suspend or terminate Membership of any individual or

entity that fails to abide by the Funds Constitution or commits a crime and/or public offense
that put Limodzi Holdings into disrepute. Suspension of rights and privileges of a suspended
member shall correspond to the period of membership suspension. Further to the mentioned,
termination or suspension of membership shall be effected following rules of natural justice.
Upon termination, a member shall immediately forfeit all membership rights and privileges;
but shall have his or her shareholding values and interests duly calculated and paid at the next
nearest dividend share date of Limodzi Holdings.

11.2 Because the reputation and ability of Limodzi Holdings to function depends on the
actions of its members, it shall be the responsibility of Limodzi Holdings Fund through its
governing body to determine whether or not the crime or offense committed by its member
puts the Limodzi Holdings in disrepute.

11.3 A suspended or terminated member shall have the right to defend him/herself by being

heard in person, or by sending a hand-signed letter or an email to Limodzi Holdings,

Disciplinary Committee.

11.4 Any Member wishing to terminate his/her membership voluntarily shall submit to
Limodzi Holdings Secretary General a hand-signed letter of resignation or a credible email
message written from the account that is in Limodzi Holdings records. Upon resignation, the
member shall immediately forfeit all membership rights and privileges as is the case of a
member that has been suspended on other accounts.

11.5 Any Ordinary Member who voluntarily terminates his/her membership may reapply to
be reinstated by repaying the current membership fee.

11.6 Suspension and termination rules shall apply to all Membership categories.

11.7 All terminated membership shall bear all liabilities to Limodzi Holdings that accrued
before his/her termination.

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PART V: ORGANISATIONAL STRUCTURE AND OFFICE BEARERS

ARTICLE 12: Chairperson

12.1 Limodzi Holdings shall be headed by a Chairperson.

12.2 The Chairperson shall by virtue of his or her office, be a member of all sub committees
of the Fund. He or she can however delegate his or her presence to such subcommittees

12.2 He/she shall preside over all meetings of the Limodzi Holdings and the Board of
Trustees.

12.3 In the absence of the Chairperson, the Vice Chairperson shall preside over meetings of
Limodzi Holdings and shall also assume all duties of the Chairperson.

12.4 In the absence of both the Chairperson and the Vice Chairperson, the meeting shall elect
the chairperson from its members present who shall then preside on the proceedings and in
writing update the Chairperson on all the proceedings of the meeting

ARTICLE 13: Vice Chairperson

13.1 The Vice Chairperson shall assume all the duties of the Chairperson when the
Chairperson is absent, incapacitated or resigns.

13.2 In case of death, permanent incapacitation, or resignation of the Chairperson, the Vice

Chairperson shall assume the duties of the Chairperson as an acting Chairperson and call the
general election for the post of the Chairperson within three months.

ARTICLE 14: Secretary General

14.1 The Secretary General shall maintain a membership register; ensure that members pay

membership fees and correctly update all Limodzi Holdings books regarding member
shareholding status, in close liaison with the Fund Treasurer General

14.2 The Secretary General shall attend all meetings of the Fund and record and maintain
minutes of all meetings of Limodzi Holdings including those of the Board of Trustees.

14.3 The Secretary General shall keep the Seal of Limodzi Holdings which when used shall
bear the signature of the Chairperson or Secretary General for authentication.

14.4 In the absence of the Secretary General, there shall be a Vice Secretary General who
shall discharge all the duties of the Secretary General.

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ARTICLE 15: Treasurer General

15.1 The treasurer general shall receive all monies paid to the Fund and deposit the same to
the Funds bank account, keep accurate records of all financial transactions and make them
available for auditing by a qualified auditor or any other Ordinary Members appointed by the
Annual General Meeting to discharge the duties of the auditor.

15.2 Following annual auditing of the Funds finances, the Treasurer General shall prepare
and present a report to the Annual General Meeting accounting for all monies received and
spent by Limodzi Holdings. The general will also prepare and give financial reports during
all annual general meetings as well as any extra –ordinary meetings that maybe convened by
the executive board of trustees.

15.3 The Treasurer General shall release monies for any Limodzi Holdings expenditure only
after receiving a written financial requisition bearing the Funds stamp and the Chairperson’s
signature. Where the Chairperson is to be paid, financial requisitions shall bear the signature
of Vice Chairperson or Secretary General

ARTICLE 16: Director of Investment and Development Projects

16.1 The Director of Investment and Development Projects shall be the head of all the
Limodzi Holdings investment and developmental projects

16.2 He or she shall be responsible for planning, budgeting for and executing all the
investment and development plans and research and resultant implementation of such
projects. This shall be done in full liaison with the board of trustees and full approval of the
Chairperson.

16.3 The Director of Investment and Development Projects shall be supported by a team of

competent, honest and committed individuals who shall be appointed by the general assembly
to belong to this committee.

16.4 The director and his or her team shall provide all the necessary leadership and market

research into possible money markets and other development opportunities that Limodzi
Holdings can invest in and enhance its growth and development.

ARTICLE 17: Director of Legal Affairs

17.1 The Director of Legal Affairs shall be the head of all registration and policy and legal

requirements affecting the operations of LIMODZI HOLDINGS.

17.2 He or she shall be responsible for studying and reviewing all the current and upcoming
laws of Malawi that are meant to regulate the financial operations of the institutions such as
LIMODZI HOLDINGS.

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17.3 The Director of Legal Affairs shall advice the Board of Trustees on registration
processes and all the legal aspects necessary to be followed by LIMODZI HOLDINGS at all
times

17.4 He or She shall also be supported by competent and committed individuals

recommended to the committee by the Board of Trustees.

ARTICLE 18: Director of Marketing and Public Relations

18.1 The Director of Marketing and Public Relations shall be the head of all marketing and

Public Relation issues affecting LIMODZI HOLDINGS

18.2 He or she shall be responsible for gathering and disseminating all marketing tips as well
as all public relations related information that may from time to time benefit or affect the
operations of LIMODZI HOLDINGS.

18.3 As shall be appropriately determined, the Director of Marketing and Public Relations
shall prepare and/or review briefings and suggest improvement TIPs to be made to the Board
of Trustees to enhance higher levels operations of LIMODZI HOLDINGS

ARTICLE 19: Director of Information and Communication Technologies (ICT)

19.1 The Director of ICT shall be head of all technological aspects (soft and hardware) within

LIMODZI HOLDINGS

19.2 He or she shall be responsible for acquisition of all ICT material and or infrastructure

required for the smooth operations of LIMODZI HOLDINGS

19.3 The Director of ICT shall identify all recent and emerging ICT issues that are meant to

enhance a competitive urge towards the critical operations of LIMODZI HOLDINGS. He or

she shall also be entrusted with coming up with water tight ICT based security features with
which to smoothen, speed up while at the same time, tighten security of all monetary
transactions within and across Limodzi Holdings.

19.4 The Director of ICT shall be the main link or hub to spearhead a virtual platform in
which money investment and deployment shall operate in at local, national and international
level.

PART V: FINANCIAL MANAGEMENT, SOURCES OF FUNDS AND USES OF FUNDS

ARTICLE 20: Financial Year

The financial year for the Fund shall be 1st January to December 31st of each year.

ARTICLE 21: Sources of Funds

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21.1 The source of funds to run Limodzi Holdings and its programmes shall come from Fund
registered membership and also from shares invested by the members as well as from various
investments into legally allowed money markets and other development and investments
opportunities within and outside Malawi

21.2 Limodzi Holdings shall with full authority of shareholders, invest in various business
ventures in order to enhance its profits which will be used to beef up dividend profit shares
for all its paid members and shareholders into Limodzi Holdings

21.3 Limodzi Holdings may also accept donations in forms of cash grants, such other assets
as buildings, machinery, automobiles and land designed to further its developmental mission.

21.4 Limodzi Holdings may also borrow money or take other forms of loans to undertake its
developmental activities such as building offices and other money making ventures provided
that such borrowing is approved by the Annual General Meeting and provided that there is a
clear plan to repay the loan without jeopardizing the profit making operations of Limodzi
Holdings in the long run

ARTICLE 22: Uses and Management of Funds

22.1 The funds so realized through various means and sources as described shall be used
strictly to support the implementation of approved programmes for LIMODZI HOLDINGS.
These shall include payment for actual administrative costs of the programmes, such as cost
of approved meetings, travels and related services, legal fees, office rents, communication
and other bills required for the proper functioning of the Trust. However, these shall be kept
to the most possible minimum as most of the activities of Limodzi Holdings are meant and
planned to be mostly virtual operations, using guided virtual platforms that will be developed
by the ICT department of LIMODZI HOLDINGS

22.2 Limodzi Holdings shall ensure that all financial transactions are authorized by the Board
of Trustees and documented following the best possible approved accounting practices and
procedures.

22.3 All cheques shall be co-signed by three people: either The Chairperson, Secretary
General and Treasurer and at least one member from the legal department of the Fund.
However, at least three signatories will be required to release the funds in as long as not all
three come from the Board of Trustees in order for the payment to be valid for payment. In
the absence of the Chairperson, the Vice Chairperson or Secretary General shall co-sign the
cheque with the Treasurer. The signing officers shall ensure that the expense for which the
voucher or cheque is being requested is a legitimate expense approved by the Board of
Trustees. All expenditure and expense claims shall be accompanied by official invoices or
receipts.

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22.4 Under no circumstances shall Limodzi Holdings cheque be co-signed by a person who is
to be paid (payee/recipient/beneficiary/receiver) by that cheque.

22.5 While the Limodzi Holdings encourages volunteerism in implementing its missions, it
may pay allowances to selected positions of its leadership with the rates corresponding with
the burden the bearers of these positions carry to do the work of Limodzi Holdings, and
provided that the rates are within the financial ability of the Fund. Such allowance shall first
be approved by Limodzi Holdings.

General Meeting.

22.6 On monthly basis, the General Treasurer shall make open to all members the
transactions undertaken in that month (shares bought) and or money borrowed using the
agreed upon financial statutes as follows:

▪ Minimum shares to be bought per year shall be 20 at K10000/share, an equivalent of

K200,000 share value to be invested in a year

▪ The maximum shares per year per head shall be 50, translating into an equivalent value of

K500,000.

▪ Members are encouraged to complete buying of shares within the first six month of the

financial year (January to June) of each financial year.

▪ Buying of shares for each year will closed at the close of 12 months but the dividend

shares will be issues at month’s number 15 to allow for the funds to be invested and make

profits from various investment activities.

22. 7: Drawing from the Funds

22.7.1 Drawing from Limodzi Holdings, shall take the form of loans as shall be approved by
the Executive

Board of Trustees as follows:

22.7.2 Members of the Fund shall be allowed to borrow up to 100% of the share value that
they have invested into the fund

22.7.3 Money shall be borrowed at an interest rate of 30% payable within three months.

22.7.4 Failure to pay within three months shall mean recalculating the borrowed money plus

interest as the new principal loan, to be repaid to the Fund in another three months.

22.7.5 One can borrow as often as one completes repaying the previous loans. Only after

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completing repaying the loan in full can one make a fresh application for a fresh loan.

22.7.6 Any paid up and registered member of the Fund is eligible to borrow the money. One

becomes a paid up member after paying a membership fee of K5000 into the Fund.

22.7.7 Loans shall be processed on the basis on filling out a simple online form that shall be

processed by the Fund Management team, headed by the General Treasure but approval

shall be given by the Chairperson of the Fund, using recommendations of the Executive
Board of Trustees.

22.7. 8 A member may also apply for emergency loan which can be applied for at any time
when such an emergency arises, except that the repayment period for emergency loan shall be
reduced to two months. Other conditionality’s for borrowing remain as in an ordinary loan.

22.7.9 Any excess funds shall be deposited into an Investment Account for LIMODZI
HOLDINGS and the funds shall be used as follows:

❖ With full approval of a general assembly, be used for investment into money

markets and other real estate or agriculture and other investment opportunities.

❖ Such investments shall be guided by a proper investment research to be made by

the relevant investment committee

❖ The investment shall be made while ensuring that the profits from the investment

shall be made available to the main Fund account before the payment of dividends to share
holders

❖ The Fund may also use part of the profits accrued from the dividends profit share to go
into long term investment and development plans for and on behalf of the Fund. This includes
long term real estate plans such as building of hotels and Lodges and or University Students
Flats, through and in long term standing agreements with relevant such colleges using legally
binding Memorandum of Understanding with such colleges.

22. 8 Payment of Dividends

22. 8.1 At the end of each financial year (December 31st) of each year, the Executive Trustee

board shall produce a Fund status; financial report and a full report of how all members and

shareholders stand with regard to shareholding investment status.

22.8.2 The report shall also report on the financial status from other investment ventures that

have matured or are ongoing.

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22.8.3 The Report shall then compute how much would be expected to be made by Limodzi
Holdings at month number 15 from the ongoing financial transactions of the fund in that
financial year.

22.8.4 At month number 15, and after taking into account all the recurrent administrative and

approved costs of running the Fund, the executive board of trustees shall declare the dividend

share profit value to all shareholders.

22.8..5 The declared total dividend shall be declared at a General Meeting attended by all

shareholders and shall be paid out to all members in proportion to their investment proportion

into the Fund. The dividends shall be credited into members account within the Fund to be
used by the individual as they wish or to be re-deposited back into the Fund, as the
individual’s investment for another financial year.

22.8.6 The annual subscription fee of K10,000 shall be used as an investment share for
LIMODZI HOLDINGS whose dividend share profit shall be used for investment into solid
real estate structures for LIMODZI HOLDINGS.

22.8.7 The executive board of Trustees of the Fund may propose to the general assembly the
need to invest into money markets or into other profit making ventures in as long as such may
generate more money for the fund to be recapitalized towards dividend shares for the Fund.

22. 9: Beneficiaries after Death of a Member

Each member of the fund shall be required to fill and submit a beneficiary’s form to the
Secretary General which shall give direction to whom to channel the benefits of a member, in
the event of death

22. 10: Voluntary Withdrawal by a member

On the voluntary winding up of the fund, the executive board of trustees shall produce a
statement of such member’s investment position in Limodzi Holdings up to that period. Any
sum owed by the member shall be recovered from the member. Any positive holdings by the
member shall be paid out by the Fund at the time of paying out the dividends to all members.

Any disagreements regarding transactions in Limodzi Holdings shall be resolved by the Legal
Director and his or her team, internally within LIMODZI HOLDINGS. If the disputes persist,
any unsatisfied party might seek any legal redress in any competent court of Malawi; in so far
as the issues are guided by the statutes as provided for in this constitution of LIMODZI
HOLDINGS.

22. 11: Terms and Conditions of Services for Getting a Loan

22.11.1 The loan is given to paid up and registered members of LIMODZI HOLDINGS and
who are shareholders of the Fund.

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22.11.2 The amount of loan approved at any point in time shall be equivalent to 100% of the

share value paid up by an applicant

22.11.3 An interest rate of 30% shall be charged on any amount borrowed

22.11.4 Money borrowed shall be paid within three months.

22.11.5 If the money is not repaid in within or in three months time, the money and interest

calculated shall have been deemed to have been re-borrowed for another three months at

a new rate of 30%

22.11.6 The loan shall be acquired by filling in a simple online loan application form to the
LIMODZI HOLDINGS

Executive Board of Trustees.

22.11.7 Filling in of a loan request shall not constitute a guarantee to getting the loan

22.11.8 The executive board of trustees shall treat the application on first come and first serve

basis and reserves the right to modify the amount requested with full explanation to the
applicant

22.11.9 Applications for loan shall be done between 1st

-15th of each month, while loan processing shall take place between 15th

– 25th of each month, and loan application results shall be known between 25th

– 31st of each month. Between 1st

-10th of each month, the Treasurer

General shall update the members on all previous months’ financial transactions.

22.11.10 Emergency loans can also be accessed on same conditions with ordinary loans but
shall have a repayment period of two months.

22.11.11 A member cannot apply for a fresh loan of any kind unless the other loan has been
fully paid for.

22.11.12 Payment of approved loans shall be deposited into applicant’s accounts via cheque

deposits (or preferably via other kinds of electronic money transfers to be designed by the
ICT

Department).

22 13: Bank Account

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The Fund shall operate a legally established bank accounts at recognized Banks or other
financial institutions in Malawi. Due to its impending worldwide membership, the Fund may
establish bank accounts in other countries to serve its overseas members and maximize
fundraising opportunities.

22.15: Audit and Control

25.1 All financial expenditures and assets of the Fund shall be audited annually prior to the

Annual General Meeting by a professional auditor or any other knowledgeable Ordinary

Member in good standing nominated by the previous Annual General Meeting or a regular
General Meeting whichever comes first.

25.2 Under no circumstances shall the Annual General Meeting or the regular General
Meeting appoint a sitting member of the Board of Trustees to serve as an auditor.

ARTICLE 24: Annual Report

At the end of each financial year, the Board of Trustees shall prepare a comprehensive annual

financial and asset report and submit it to the Ordinary Members at least 21 days prior to the

Annual General Meeting. This report shall be reviewed and discussed at the Annual General

Meeting alongside audited statements of the bank accounts.

PART VI: ELECTION AND TERM OF LEADERSHIP

ARTICLE 24: Electing Members of the Board of Trustees

24.1 The Chairperson, Vice Chairperson, Secretary General, Treasurer General, and other
Directors of various portfolios in LIMODZI HOLDINGS, shall be elected at the Annual
General Meeting by a simple majority vote

24.2 Candidates for leadership positions may voluntarily put forward their names for
electoral candidacy or may be nominated by voting members or a nomination committee
specifically established by the previous Annual General Meeting to oversee the next election.
Where the candidate has been nominated, he/she shall consent to the nomination before
voting can proceed.

24.3 During voting in elections, an Ordinary Member shall be represented by a single vote

24.4 Elections for all members of the Board of Trustees shall be by secret ballots

ARTICLE 25: Terms of Office

25.1 The Chairperson, Vice Chairperson, Secretary General, Treasurer General and all other
Directors shall be elected and hold office, for a period of three renewable years to allow for a
healthy period of continuity of tenure of office. Upon expiry of the term, the leadership
positions shall fall vacant for renewal of leadership mandate

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25.2 There shall be no leadership term limit for all positions of Limodzi Holdings as this is a
profit making entity but people may be voted in and out of offices depending on their
standing performance in their portfolio.

25.3 The Chairperson, Vice Chairperson, Secretary General, Treasurer General and any other
Director in LIMODZI HOLDINGS, may be removed from office by a two thirds majority
vote of eligible voting members in attendance due to misconducts against the Funds
constitution, standards, code of conducts and ethics, and any other public offenses that make
it impossible for them to lead the Fund with public trust and integrity.

25.4 Any elected or appointed officer of Limodzi Holdings may voluntarily resign from
his/her position by submitting a written resignation notice specifying the reasons for
resignation and the date that the resignation will take effect.

25.5 Any officer of Limodzi Holdings who loses Ordinary Membership status into the Fund
for any reasons, shall automatically resign from his/her leadership position.

ARTICLE 26: The Board of Trustees

26.1 The governing body of the Fund shall be called the Board of Trustees comprised of the

Funds Chairperson, Vice Chairperson, Secretary General, Vice Secretary General, Treasurer
General and all other Directors of LIMODZI HOLDINGS.

26.2 The Board of Trustees shall be governed by all provisions of this constitution and shall
draw guidance for decision making from its standing statutes.

26.3 The Board of Trustees shall be subordinate to the decisions of the Annual General
Meeting on matters of policy, procedures, and programs but shall retain reasonable flexibility
to adjust programs, plans and expenditures as the conditions dictates provided the decisions
have been made according to the procedures established under this constitution and the
decisions are documented in the minutes of the meetings of the Board of Trustees.

26.4 It shall be the duty of the Board of Trustees to initiate programs; advise Limodzi
Holdings membership on borrowing; disposal of assets; investments; hiring and/or
termination of nonelected staff that might be needed in the operations of LIMODZI
HOLDINGS

26.5 As an external image of Limodzi Holdings, members of the Board of Trustees shall at all
times observe high standards of corporate and personal integrity and ethics than are expected
of regular members.

26.6 Recognizing the difficulty of convening an extraordinary general meeting for Limodzi
Holdings with a global membership, the Board of Trustees may by a two-third majority vote
to terminate membership of any individual or entity it finds unworthy of the association and
notify other memberships of its decision as soon as possible.

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26.7 Recognizing the difficulty of convening an extraordinary general meeting for Limodzi
Holdings with a global membership, the Board of Trustees may by a two-third majority vote
to terminate or cause a member of the Board of Trustees to resign for the good of Limodzi
Holdings due to but not limited to misconducts and bleach of trust. When this happens, it
shall be the duty of the Board of Trustees to seek a replacement for the vacant position as
soon as possible and inform the general assembly by such decisions.

PART VII: GENERAL MEETING (ORDINARY AND GENERAL)

ARTICLE 27: Composition of General Meeting

27.1 The General Meeting shall be composed of Trustee Members, Ordinary Members,

Honorary Members and any non-member / observer, the Fund may choose to invite. Only

Trustee Members and Ordinary Members in good standing shall vote in all decisions.

27.2 Recognizing the limitation of gathering members scattered across the world for the
General Meeting, the quorum for the general meeting shall be at least 50% of the Ordinary
Members in good standing plus Trustee Members.

27.3 The General Meeting may be convened any time when there is a better chance for good

attendance.

27.4 The Chairperson or Secretary General shall call the General Meeting and circulate the
agenda at least 30 days prior to the general meeting.

27.5 To increase the legitimacy of the decisions made by the General Meeting, the Board of

Trustees may use an online poll to collect votes from Ordinary Members in good standing
who

did not attend.

27.6 The Fund may convene as many General Meetings as practically possible.

27.7 Recognizing the limitation of gathering members scattered across the world for the
General Meeting, any large meeting convened in a place (country or city) where a
significantly large number of the members live shall be considered a legitimate General
Meeting provided the meeting is supported by the Funds Board of Trustees and agenda of the
meeting is intended to advance the mission of the Trust.

ARTICLE 28: Powers and Functions of the General Meeting

28.1 The General Meeting shall receive, review and approve the report on the state of the
Funds prepared by the Board of Trustees for a period beginning after the last General
Meeting or Annual General Meeting whichever comes first.

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28.2 The General Meeting shall review and approve any update of budget spending
projections

the Board of Trustees might be planning.

28.3 The General Meeting shall review and approve all policy decisions, Honorary
Membership

proposals submitted by the Board of Trustees, and all new programmes proposed by the
Board of Trustees or any Ordinary Member in good standing.

ARTICLE 29: Delegation of Powers

Powers vested in any organ created by this Constitution may be delegated, but delegation of
the same shall be limited to functions and not responsibilities.

ARTICLE 30: Annual General Meeting

30.1 The Annual General Meeting shall be convened once every year prior to the end of the

Funds financial year.

30.2 Recognizing the limitation of gathering members scattered across the world the quorum
for the Annual General Meeting shall be at least 50% of the Ordinary Members in good
standing plus Trustee Members.

30.3 Chairperson or Secretary General shall call the Annual General Meeting at least 90 days
prior to the meeting date. If desired, the Fund may fix the date for the Annual General
Meeting to coincide with annual events when many members are likely to attend in person.

30.4 At the Annual General Meeting, the Board of Trustees shall give the annual report

accounting for the state of the Trust for since the last Annual General Meeting; provide an

audited financial report; and provide projected estimates of the budget spending and/or
revenue for the following year.

30.5 The Annual General Meeting shall debate motions and pass resolutions on policy issues,

new proposed programmes, Honorary Membership proposals, and any other issue that may
be brought forward by the Board of Trustees or raised by Ordinary Members in good
standing

during the meeting.

30.6 Where the Annual General Meeting coincide with an election year, the meeting shall
elect

The Chairperson, Vice Chairperson, Secretary General, Vice Secretary General Treasurer,
and any other Directors of various sections in the Fund

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30.7 Prior to elections, all officers whose positions are due to election shall officially resign
from their positions allowing the election session to be chaired by the nomination committee
that may have been formed at the last Annual General Meeting, a regular General Meeting or
at least 60 days prior to the election date.

ARTICLE 31: Special General Meeting

31.1 As used in this constitution, a Special General Meeting (also understood as an

Extraordinary General Meeting) shall be a General Meeting convened for a specific event or
topic that cannot wait for a regular General Meeting or Annual General Meeting whichever
comes first.

31.2 At least 30% of Ordinary Members in good standing may petition the Chairperson to
call a Special General Meeting by providing the reason and the agenda for the meeting. The
Chairperson shall call such a meeting in 21 days.

31.3 Because the Special General Meeting is convened to handle a specific subject, the Board
of Trustees shall have the right to accept or refuse to include in the meeting agenda, any issue
unrelated to the subject for which the meeting was convened.

ARTICLE 32: Ordinary Meeting

32.1 Under this constitution, an Ordinary Meeting is the meeting of the Board of Trustees.
The Ordinary Meeting shall include all members of the Board of Trustees and anyone the
Board of Trustees may choose to invite.

32.2 The Ordinary Meeting shall be convened as often as may be required. The Chairperson
shall call these meetings at a date agreed upon by most of the members of the Board of
Trustees.

32.3 Ordinary Meetings may be conducted with members present in a room,

teleconferencing,

email exchanges and video conferencing provided the proceedings of the meeting are

documentable.

32.4 Because the Ordinary Meeting is the meeting of a small group of people with specific
duties in the administration of the Fund, the quorum of 50% at these meeting shall be
required to make binding decisions. Where the 50% quorum is not met, the meeting shall not
proceed.

PART VIII: CONSTITUTIONAL AMENDMENTS, DISSOLUTION, COMMON SEAL

AND

BYLAWS AND OPERATING PROCEDURES

ARTICLE 33: Constitutional Amendments

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33.1 Any section of this constitution may be amended or repealed provided the decision to

amend or repeal is supported by 60% of Active Members in good standing. The Board of

Trustees shall provide Ordinary Members with all suggested amendments and/or repeals for

review at least 21 days prior to the Annual General Meeting or any other General Meeting

convened for that purpose.

33.2 If any section of this constitution was deemed ambiguous, originators of this
constitution, or living members of the founding Board of Trustees, or any other individual(s)
deemed to have been closest privy to the drafting of this constitution and incorporation of the
Fund shall provide the correct interpretation. If all these individuals are no longer members of
the Fund and it is determined that consulting them is not in the interest of the Fund, the sitting
Board of Trustees shall consult at least three longest members of the Fund to provide the
interpretation in lieu. Otherwise, the Board of Trustees shall initiate the amendment or repeal
of the ambiguous sections.

ARTICLE 34: Dissolution of the Fund

34.1 On the unforeseen or planned winding up of the fund, the Executive Board of Trustees
shall produce an updated Fund Financial Status. All resultant financial savings in the fund
(including those in reserve liquid or solid form) shall be distributed amongst Fund members
in proportion to their investment in the Fund as at that material time.

34.2 The Fund may be dissolved only if 75% of Ordinary Members in good standing vote in

favour of dissolution. Because of the grave nature of such a decision, a stricter procedure and

voting system is hereby imposed:

(i) All eligible voters must vote in-person.

(ii) Where a voter cannot be personally present, he/she shall send in a hand-signed mail vote
that includes pertinent personal information as a proof of identity.

(iii) Hand-signed mail specified in (ii) may be scanned and emailed to the Board of Trustees

provided such an email is sent from an Email account that is in the records of the Fund

(iv) An investigation to seek alternative ways of reforming the Fund shall precede the
dissolution process.

(v) The executive governing board of trustees shall be consulted prior to initiating a
dissolution

process.

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34.3 After Fund’s satisfaction of its liabilities, the organization shall be required to pay its
debts

if any and the remaining assets shall be shared proportionally amongst all shareholders, with

respect to the proportion of their shares in the fund.

34.4 The legal director shall preside over all dissolution processes and procedures.

ARTICLE 35: Common Seal

35.1 The Common Seal of the Fund shall be in the custody of the General Secretary of the
Fund and shall bear the name of .......Holdings

35.2 The Common Seal shall be affixed to all official documents of the Fund in the presence
of the chairperson and the Secretary General of the Fund.

ARTICLE 36: Bylaws and Operating Procedures

The Board by resolution may adopt Bylaws and Operating Procedures relating to the various
activities of the Fund.

PART X: MISCELLANEOUS DISPOSITION

ARTICLE 37: Conflict Resolution Clause

37.1 Members of the Board of Trustees and all members of the Fund shall not act as conflict

mediators in the name of the Fund unless the conflict for which mediation is being sought is

strictly the business of the Fund

37.2 Conflicts involving matters of the Fund shall be resolved through a mediation team of
three or five (even number not permitted) Ordinary Members selected by the Advisory
Council and the Patron. Members of the mediation team shall be those known to be impartial
and not privy to the source of conflict.

37.3 As appropriately determined, the Fund may create a permanent Disciplinary Committee
to handle matters involving disciplinary issues among Ordinary Members. Otherwise, the
Fund

shall create temporary Disciplinary Committees on case by case basis.

IN WITNESS WHEREOF the Board of Trustees of .......Holdings hereby execute

this Constitution on this ……….day of ……………………………2017.

S/N FULL NAME POSITION SIGNATURE

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1

Before me:-

Name: ______________________________________

P.O. Box: ____________________________________

Signature: ____________________________________

Position: _________________________________

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