Whole Food Nutricare Club Trust Constitution Final Draft

8/18/2019 Whole Food Nutricare Club Trust Constitution Final Draft

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THE REPUBLIC OF UGANDA

THE TRUSTEES INCORPORATION ACT, CAP.165

CONSTITUTION

OF

WHOLE FOOD NUTRICARE CLUB TRUST

A Constitution to po!i"# $o t%# #st&'(is%)#nt o$ W%o(# Foo" Nuti*&#

C(u' Tust, its )#)'#s%ip, )&n&+#)#nt o$ t%# Tust &n" $o t%# ot%#)&tt#s *onn#*t#" t%##it% &n" o #(&t#" t%##to.

1. PREA-BLE

1.1 The idea of creating the above mentioned Trust was conceived by

Eng. Swaibu Mulinya (herein referred to as “the Founder “) after

exeriencing lifestyle induced health comlications or illnesses which

included diabetes! hyertension! gout" arthritis and ulcers thatseriously incaacitated him for fifteen years. #e narrowly escaed

death but eventually became totally blind.

1. The Founder subse$uently recovered from the illnesses and regained

his eye sight. #e reviewed what had haened to him and noted that%# &tt&in#" !#/ s&tis$&*to/ #*o!#/ t%ou+% usin+ W%o(# Foo"

Nuti*&# #)#"i#s, "oin+ #+u(& #0#*is# &n" t&*t$u((/

)&n&+in+ st#ss #(&t#" situ&tions. Therefore! he decided to

dedicate his life to romoting healthy lifestyle not only for himself but also for the community" ublic.

1. %fter consultations made by the Founder with &ey sta&eholders!

namely' M"S ise&&a Moses! Mbabaali %bbey! onathan

*.Tibisaasa! Muramira +addy! ,ugoolobi Simon! %llosous aganda

-a&idde! osua atabaai and /uloba 0efusa (herein referred to as

“the ,ife Members1) ! it was decided to start the Trust.

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. NA-E

There is hereby established a Trust to be &nown as 2#3,E F334

*5T678%6E 8,5- T65ST (herein referred to as “the Trust1).

. CHARACTER

The Trust is a voluntary and not9for9 rofit organiation which brings

together ersons who believe that wellness of a human being can be

attained! in a large measure! through good nutrition! exercise and stress

management.

2. OB3ECTI4ES

2.1 To educate members about the nutritional values of many tyes of

food.

2. To avail high nutritional value foods to the members at discounted

rates.

2. To embrace and romote healthy living styles among the members.

2.2 To suort members in their hour of need esecially as they grow

older.

2.5 To rovide at reasonable cost homes! residences! guest houses and or

sanatoriums for the senior members of society articularly at a time

when their families cannot hysically attend to them and yet they

have financial means.

2.6 To research the nutritional value of foods and disseminate the findingsto members in a eriodic newsletter" magaine and avail it to them

free of charge or rovide the information on video and or audio at a

reasonable cost.

2. To research members $uestions regarding foods and rovide answers

free of charge.

2. To encourage members to grow their food organically or rocure their

rovisions from aroved organic sources.

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2.7 To romote nutritional education to the community" ublic at large.

2.18 To offer nutritional suort to disadvantaged members of the

community" ublic. This will be facilitated by grants! donations and

surlus income from trading activities of the Trust.

2.11 To sonsor advanced nutrition education at institutions of higher

learning.

2.1 To start facilities that offer nutrition education and research.

5. STARTING THE TRUST FUND

5.1 The Founder and the ,ife Members have mutually agreed to start the

Trust Fund: and the Fund shall be established and or started bycontributing 5ganda shillings five hundred thousand only

( 5gx.;8onstitution.

5. The Founder and the ,ife Members shall each contribute to the fund a

subscrition fee of 5ganda shillings two hundred thousand (5gx.

=;8E+T that the fee shall be revisable from

time to time by the Executive 8ommittee established herein below.

6. POWERS OF THE TRUST

6.1 To accet donations! grants! contributions and be$uests: earn income

from ro?ects: carry out fund raising activities: obtain loans and get

funds from other lawful sources.

6. To ac$uire! hold! manage and deal in land and other roerty whether

movable or immovable: and to obtain accruing income in furtherance

of the Trust@s ob?ectives.

6. To emloy and remunerate any erson it deems desirable! including a

member of the Trust.

6.2 To carry out such other activities or ro?ects which the Executive

8ommittee! with aroval of the Foundation 8ommittee established

herein below! may consider being beneficial to the Trust in

furtherance of its ob?ectives.

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. SOURCES OF FUNDS AND OR PROPERT9

.1 7nitial contribution by the Founder and the ,ife Members.

. Membershi entrance fees.

. %nnual subscrition fees from members.

.2 4onations! grants! contributions! be$uests! income from ro?ects! rent!

loans and funds from other lawful sources.

.5 Trading activities by the Trust! including revenue from 2hole Food

restaurants oerated by or in con?unction with the Trust.

.6 *ewsletters! videos! audio and or related communication material.

. 8onferences and Seminars.

. USES OF FUNDS

.1 %dministration exenses not exceeding A


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7.1.6 #onorary Members

7. :u&(i$i*&tion $o -#)'#s%ip

7..1 The Founder'

&; #e conceived the idea of starting the Trust and did a lot

of rearatory wor& before the start.

'; #e has made a commitment to living a healthy lifestyle

and acceting to be guided by the ob?ectives of the Trust.

*; #e has contributed 5ganda shillings one million (5g.Shs.;"; #e has underta&en to ay a subscrition fee of 5ganda

Shillings Two hundred Fifty thousand (5g. Shs. = er annum! E>8E+T that the fee shall be revisable from

time to time by the Executive 8ommittee.

#; For avoidance of doubt! the Founder shall have a life time

membershi! +63D74E4 that this category of

membershi shall automatically cease to exist uon death

of the Founder.

7.. The ,ife Members

a) They articiated in starting the Trust and did a lot of

rearatory wor& before the start.

b) They have committed themselves to living healthy

lifestyles and acceting to be guided by the ob?ectives ofthe Trust.

c) Each member has contributed 5ganda Shillings one

million (5gx. ;d) They have underta&en to ay a subscrition fee of

5ganda Shillings two hundred fifty thousand (5gx.=


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+63D74E4 that other ersons shall be eligible for admission to ,ife

Membershi where a erson@s alication addressed to Executive

8ommittee is aroved by the /eneral Meeting on recommendations of

the Foundation 8ommittee! the -oard of Trustees and the Executive

8ommittee.

7.. 3rdinaryMembers

a) They are members who accet and ractice rinciles of

healthy lifestyle.

b) % erson shall ay a one9off entrance or membershi fee

to be rescribed by the Executive 8ommittee and an

annual subscrition fee of 5ganda shillings one hundredthousand (5g. Shs.

and the subscrition fees shall be revisable from time to

time by the Executive 8ommittee.

7..2 The Family Members

a) Membershi is accorded to one man! his one wife and

their child" children (if any) below the age of eighteen

() years.

b) The members believe and ractice the general rinciles

of healthy lifestyle.

c) The members shall collectively ay a one9off entrance or

membershi fee to be rescribed by the Executive

8ommittee and an annual subscrition fee of 5ganda

shillings one hundred and fifty thousand (5g. Shs.;


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a) % member is a student below the age of eighteen ()

years! attending an institution of higher learning or a

vocational institute! believing and racticing the general

rinciles of healthy lifestyle and whose arents are not

in the Family Membershi category.

b) The member shall ay a one9off entrance or membershi

fee to be rescribed by the Executive 8ommittee and an

annual subscrition fee of 5ganda shillings five thousand

(5g. Shs.;!


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7..1 The Founder and ,ife Members shall automatically become

members uon signing this 8onstitution +63D74E4 t%&t n#

Li$# -#)'#s may be admitted as stiulated under G.=.=

above.

7.. 7n the case of 3rdinary! Family and %ssociate membershis! a

member obtains admission uon'

&; #is"her alication being acceted by ma?ority of

members of the Executive 8ommittee at their meeting:

and

'; +ayment of rescribed entrance and annual subscrition

fees! whereuon his"her articulars shall be entered in theTrust@s register of members.

7.. Fees ayable in the various categories of members shall be

determined and revised by the Executive 8ommittee from time

to time.

7..2 %n #onorary Member shall be admitted uon acceting in

writing an invitation of the Executive 8ommittee.

18. BENEFITS OF -E-BERS

18.1 5sing recreational facilities of the Trust free of charge to engage in

hysical exercises.

18. +articiating in fellowshis that discuss matters of healthy

lifestyles.

18. -uying whole foods from the Trust@s stores" shos at reasonablysubsidied rices.

18.2 En?oying whole food meals at the Trust@s chain of restaurants

which shall be established throughout the country at reasonably

subsidied rices.

18.5 %ccessing all nutritional information in custody of the Trust free of

charge! S%DE that information on video and or audio shall be

rovided at a reasonable cost.

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11. RIGHTS AND DUTIES OF -E-BERS

11.1 *o member shall engage or articiate in! or condone any act that

may be detrimental to the Trust! and it shall be the duty of every

member to do his" her utmost to romote the Trust@s ob?ectives.

11. Every member shall with due diligence attend every meeting of the

Trust which he" she is eligible to attend and of which he has been duly

notified.

11. %s good character is a prima facie consideration for membershi!

every member shall conduct himself" herself in an exemlary manner

so as to boost the image of the Trust and in articular every member

shall refrain from any act involving moral turitude on his" her art.

11.2 % member who acts in breach of any of the duties imosed on him"

her by the receding article may be susended ending further action

of the Trust.

11.5 Every member shall have a right to have his"her articulars entered

on the 6egister of Members and shall have the right to insect such

register at any reasonable time of the day during wor&ing hours

without ayment of any fee.

11.6 Every member having aid the subscrition fee as rescribed shall

have a right to articiate in the activities of the Trust through the

/eneral Meeting and shall have a right to vote at such meetings on

the basis of one man one vote! E>8E+T that %ssociate Members and

minors among Family Members shall have no voting rights.

1. CESSATION OF -E-BERSHIP

1.1 % erson shall cease to be a member'9

1.1.15on his" her death:

1.1.5on his" her voluntary resignation:

1.1.5on being exelled by the /eneral Meeting on the

recommendation of the Executive 8ommittee:

1.1.25on ceasing to be of sound mind:

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1.1.52here he" she fails without reasonable cause to attend F7DE

consecutive meetings of which he has been duly notified:

1.1.65on dissolution of the association: or

1.1.2here he" she fails to ay his" her membershi or subscrition

fees within six months on notification to settle the same.

+63D74E4 that cessation of membershi by resignation shall become effective

uon giving one month notice by the resigning member to the 8hairerson of

the Executive 8ommittee.

1. % erson who has ceased to be a member but is desirous of having

his" her membershi reinstated may ma&e an alication to the

Executive 8ommittee for that urose! and every such alicationshall be considered on its merits.

1. 2here a erson@s alication under %rticle =.= hereof is not

granted by the Executive 8ommittee! he or she may! within twenty

one (=) days after the decision of the 8ommittee! refer the matter to

the -oard of Trustees for handling as rovided in %rticle A.=.= (d) of

the 8onstitution.

1.2 % erson who is not satisfied with the conflict management by the-oard shall have a right to aeal the matter to the Foundation

8ommittee:

+63D74E4 always that the aeal shall be made within fifteen (;) days from

when the -oard@s verdict was made or ought to have been made.

1. ORGANS OF THE TRUST

1.1 T%# Foun"&tion Co))itt##<

1.1.1Sub?ect to the rovisions of G.=.e) above! there shall be a

Foundation 8ommittee comrising the Founder and the ,ife

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Members and the 8ommittee shall be the 8ustodian of the

ob?ectives of the Trust. %ll new ideas and ro?ects shall be

vetted by this 8ommittee to ensure that they are in line with the

original ob?ectives.

1.1.The Foundation 8ommittee shall have and exercise aellate

owers in conflict resolution mechanism within the Trust and

the 8ommittee@s decision shall be final.

1.1.The decisions of the Foundation 8ommittee in A.. above

shall be unanimous and final +63D74E4 that ninety ercent

(G


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8ommittee from among ,ife Members during the first"

inaugural meeting of the members : and the first -oard

members shall hold office for five (;) years and be eligible for

re9election by the /eneral Meeting.

1..There shall be a 8hairerson and a Secretary of the -oard of

Trustees elected every five (;) years by the Trustees from

among themselves.

1..The Founder shall be an ex9official of the -oard of Trustees.

1..2Tenure! functions and duties of the -oard of Trustees'

a) To hold office for a eriod of five (;) years and be

eligible for re9election every five (;) years.

b) %ll the movable and immovable roerties of the Trust

shall be vested in the -oard of Trustees who shall be the

sole custodian of such roerties and hold them in trust

for the Trust +63D74E4 it is hereby understood that this

shall not in any way give the Trustees a right to

individual ownershi of the roerties.

c) 3versee the erformance of the Executive 8ommittee

with owers to susend the entire 8ommittee or some

members of the 8ommittee in the event of the 8ommittee

or some of the 8ommittee members acting contrary to the

Trust@s set rocedures and values. 7n the circumstances

where the -oard of Trustees susends the entire

committee! the -oard of Trustees will within sixty (I


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e) The -oard of Trustees shall be re$uired to rovide

information concerning the state of the Trust to the

%nnual /eneral Meeting.

f) The -oard shall be resonsible for instituting or

defending any legal action in the Trust@s name and settle

or ad?ust any claim by or against the Trust.

g) The -oard of Trustees shall exercise their duties and

owers given to them under this 8onstitution and shall

delegate such duties and owers to the Executive

8ommittee for the smooth running of the Trust.

h) -e removed from office by three $uarters of a vote at a

/eneral Meeting! rovided that any Trustee may! if she"

he wishes! resign from his" her office by notifying the

%nnual /eneral Meeting at its scheduled meeting.

i) 2here a member or members of the -oard of Trustees is"

are removed from office under the receding rovision!

the member" members shall have a right to aeal the

/eneral Meeting@s decision to the Foundation 8ommittee

within fifteen (;) days from the date of the /eneral

Meeting@s decision.

?) 7n the event of a vacancy occurring on the -oard! the

-oard 8hairerson shall within thirty (A8E+T that such a relacement may ta&e

lace at the next scheduled %nnual /eneral Meeting if itis due within four(H) months from the occurrence of the

vacancy.

&) The -oard of Trustees shall be ex officio members of the

Executive 8ommittee and shall be entitled to attend

meetings of the Executive 8ommittee but they will not

have voting rights and their resence shall not be counted

for the urose of a $uorum.

1..5% erson shall cease to be a -oard Member uon'

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a) #is" her death.

b) #is" her voluntary resignation.

c) 8easing to be sound mind.

d) Exiry of his" her term.

e) -eing too incaacitated to erform! his" her duties.

f) -eing absent from meetings of the -oard without

?ustifiable cause for four (H) consecutive meetings.

g) 3ccasioning discredit or endangering the welfare and rogress of the Trust.

h) -eing removed or exelled by a resolution of a three9

$uarters ma?ority of the /eneral Meeting uon

recommendation of the Executive 8ommittee.

1. T%# E0#*uti!# Co))itt##<

1..1The Executive 8ommittee shall comrise of the following

officials! elected from among the Founder! the ,ife Members!

3rdinary Members and the adult members in the Family

Member category'

a) The 8hairerson

b) The #onorary Secretary

c) The #onorary Treasurer

d) Three 8ommittee Members

1..The Executive 8ommittee shall be the governing authority of

the Trust and shall conduct the affairs of the Trust in accordance

with this 8onstitution and guidelines issued by the /eneral

%ssembly from time to time! and have the following

resonsibilities:

a) To oversee the day9to day running of the Trust@s affairs:

b) To formulate olicies and lans! execute! suervise and or evaluate rograms of the Trust:

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c) Enter into contracts on behalf of the Trust! borrow and" or

raise money on behalf of the Trust:

d) Engage and terminate services of senior staff and ?unior

emloyees as necessary:

e) Frame rules! regulations and guidelines as may be

necessary for the smooth conduct of the affairs of the

Trust and resent them to the /eneral Meeting for

aroval:

f) ,iaise with such other organiations! institutions ! in the ublic and rivate sectors that have similar or related

ob?ectives:

g) 7mlement the olicy decisions of the /eneral %ssembly"

Meeting.

1..The Executive 8ommittee may from time to time set u

committees or sub9committees comosed of its members as

may be deemed exedient! and may delegate to such

committees or sub9committees some of its owers and duties as

may be deemed necessary and co9ot any active member for a

articular urose or tas& as the case may be.

1..2Ro(#s o$ o$$i*# '#&#s o$ t%# E0#*uti!# Co))itt##.

&; T%# C%&ip#son<

The 8hairerson shall be the 8hief Executive 3fficer of

the Trust and shall erform all such duties as are

commensurate with the office of a chief executive

including the following'9

i. +residing over meetings of the Executive8ommittee as well as the %nnual and Extra

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3rdinary /eneral Meetings: and where he"she is

absent! such a erson as the members resent may

elect! shall reside at the meeting.

ii. 3verseeing imlementation of olicy and technicaldecisions in day to day oerations. #e" she shall be

assisted by exerts drawn from either t%#

S#*#t&i&t s#t up '/ t%# E0#*uti!# Co))itt##

or the ublic ma?oring in such courses as

Mar&eting! *utrition ! Science! Finance! ,aw!

#uman 6esource! 8ororate %ffairs! ,ogistics!

Engineering! Food +roduction who shall be hired

and remunerated as aroved by the /eneral

Meeting on recommendation of the Foundation8ommittee and the -oard of Trustees: and for

avoidance of doubt the 8hairerson " 8hief

Executive 3fficer shall be remunerated as

aroved by the /eneral Meeting on

recommendation of the Foundation 8ommittee

and the -oard of Trustees.

iii. Executing or causing to be executed the rovisions

of orders! rules! regulations! and by9 laws of the

Trust.

'; T%# Hon. S#*#t&/<

The #on. Secretary shall be charged with general

administrative duties in relation to the Trust@s business.

2ithout re?udice to the generality of this rovision! the

#on. Secretary@s duties shall include the following'9

i. +rearing the agenda for and summoning meetings:ii. %ttending and ta&ing minutes for the meetings:

iii. +rearing reorts for the Executive 8ommittee:

iv. 8ontrolling records and" or documents and

ensuring that they are always in safe custody:

v. 8ontrolling and having general resonsibility over

the official corresondence of the Trust:

vi. %cceting service of any legal rocess of the Trust!

in the event that the matter in $uestion has not been

referred to the Trust@s lawyers:

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vii. 5dating and &eeing in safe custody the register

of members:

viii. eeing in safe custody the 8ommon Seal of the

Trust:

ix. +erforming such other duties as may from time totime be assigned to him by the Executive

8ommittee.

*; T%# Hon. T#&su#<

The #on. Treasurer shall be charged with the general

management of the Trust@s financial affairs and his"her

duties shall include the following'9

i. 6eceiving and collecting all monies ayable to the

Trust and issuing receit in that connection:

ii. -an&ing the Trust@s money:

iii. eeing roer records of the Trust@s income and

exenditure and of its assets! liabilities! caital!

reserves and generally to &ee roer boo&s of

accounts:

iv. Ensuring that the Trust@s money and securities are

at all times securely &et:

v. Ensuring that all ayments and"or exenditures are

duly authoried and documentarily accounted for:

vi. +rearing and resenting to the Executive

8ommittee monthly financial statements:

vii. +rearing annual accounts including a -alance

Sheet for resentation by the Executive 8ommittee

before the %nnual /eneral Meeting.

viii. 8omlying with all financial directives of the

Executive 8ommittee.

"; Co))itt## -#)'#s<

% 8ommittee Member shall attend Executive 8ommittee

Meetings and avail himself" herself for assignments by

the Executive 8ommittee.

12. TENURE OF OFFICE OF THE E=ECUTI4E CO--ITTEE

12.1 Members of the Executive 8ommittee shall uon election by the/eneral Meeting remain in office for a eriod of five (;) years and

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shall be eligible for re9election at the %nnual /eneral Meeting for one

or more term in the same ost.

12. For avoidance of doubt! it is hereby exressly rovided that in the

Trust@s interest to draw from his vast exerience in nutritionalremedies and related matters! the Founder shall be the first

8hairerson and 8hief Executive 3fficer of the Executive 8ommittee

during the Trust@s formative years of five (;) and his tenure may

subse$uently be renewed by the /eneral Meeting.

15. TER-INATION OF SER4ICE AND RETIRE-ENT OF

E=ECUTI4E CO--ITTEE -E-BERS

15.1 %ny office bearer or member of the Executive 8ommittee other

than the first 8hairerson" 8hief Executive 3fficer! may have his" her

services terminated by the /eneral Meeting on the following

grounds'9

a) 5nbecoming conduct:

b) Failure to satisfactorily erform his"her duties or attend

meetings without reasonable cause on four (H)

consecutive occasions:

c) 7ncaacity due to ill health or insanity:

d) Failure to comly with the aims and ob?ectives of theTrust or omitting to abide by this 8onstitution.

15. %ny officer referred to in ;. above shall be given fourteen (H)

days notice of intention to terminate his" her services and shall be

entitled to be given a hearing by the /eneral Meeting before a

decision is made.

15. The officer whose services are terminated the /eneral Meeting

shall have a right to aeal the meeting@s decision! within twenty one(=) days after the decision! to the -oard of Trustees for handling in

accordance with %rticle A.=.A(d) of this 8onstitution.

15.2 2here the affected officer is not satisfied with the outcome of his

or her aeal to the -oard of Trustees under %rticle ;.A hereof! he"

she will have a right to aeal to the Foundation 8ommittee within

fifteen (;) days after the decision of the -oard.

15.5 %ny member of the Executive 8ommittee may resign voluntarilyfrom office if he"she is no longer interested in serving! leaves the

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country for more than I(six) months! or is unable to serve due to

other commitments elsewhere.

15.6 %ny member of the 8ommittee may! if he"she wishes! resign from

his"her office by sending his"her resignation in writing to theExecutive 8ommittee! +63D74E4 that notice of intention to resign

shall be given to the 8ommittee three months in advance.

15. %ny member of the Executive 8ommittee who has been removed

from office or retired shall be relaced in accordance with the

rovisions set out herein and his "her relacement term of office shall

be deemed to have started running from time of such relacement.

16. -EETINGS

16.1 -##tin+s o$ t%# Foun"&tion Co))itt##

16.1.1There shall be as many meetings of the Foundation 8ommittee

as 8ommittee members may wish to have! E>8E+T that the

meetings shall not be less than four (H) in a year.

16.1.% meeting of the Foundation 8ommittee shall be convened by

the 8ommittee 8hairerson! E>8E+T that a committee meeting

may ta&e lace uon re$uisition addressed to the 8hairerson

by four (H) committee members.

16.1. The Foundation 8ommittee and its sub9committees established

under %rticleA. hereof shall determine rocedure to regulate

their meetings.

16. -##tin+s o$ t%# Bo&" o$ Tust##s.

16..1Every meeting of the -oard shall be called by a ten (


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16..The -oard may meet together for the discharge of business!

ad?ourn and otherwise regulate their meetings as they deem fit!

E>8E+T that the -oard shall hold a meeting at least once every

two months and +63D74E4 that the 8hairerson of the -oard

shall reside over the -oard Meetings and in his "her absencethe -oard members shall have owers to elect from among

themselves a residing 8hairerson for the urose of that

articular meeting.

16..2Juestions arising at the -oard meeting shall be decided by

8onsensus! 5*,ESS a oll is demanded by fifty er centum

(;


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such a lace or laces as the Executive 8ommittee may decide

from time to time.

16.. *o business shall be transacted by any Executive 8ommittee

Meeting unless a $uorum is resent when the meeting roceedsto business.

16..2The $uorum at every Executive 8ommittee Meeting shall be

three(A)members of the 8ommittee including the 8hairerson

resent in erson.

16..5The decisions of the 8ommittee shall be arrived at by consensus

and in case of a disagreement! a $uestion shall be ut to vote

and where there is e$uality of votes! the 8hairerson or anyother erson residing shall have a second or casting vote.

16.2 T%# G#n#&( -##tin+

16.2.1The /eneral Meeting of the members shall constitute the

lenary session of the Trust! and every member shall be entitled

to notice of such meeting and a right to attend.

16.2.The /eneral Meeting shall be held at least once in every

calendar year at such time and at such lace as may be

determined by the Executive 8ommittee. Such /eneral Meeting

shall be called “%**5%, /E*E6%, MEET7*/1.

16.2.%ny other meetings of members other than the %nnual /eneral

Meeting shall be called “Extra93rdinary /eneral Meetings.1

16.5 T%# Annu&( G#n#&( -##tin+'

16.5.1T#76T0 (A


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following! E>8E+T that #onorary Members shall have no

voting rights'

a) 8onsider! confirm or amend any of the minutes of the

revious /eneral Meeting:

b) 8onsider the %uditor@s 6eort! resolve any issues

reorted and arove the audited accounts:

c) 8onsider the reorts of the -oard of Trustees and the

Executive 8ommittee:

d) Elect or remove members of the -oard of Trustees:

e) Elect or remove members of the Executive 8ommittee:

f) /ive directive to the Executive 8ommittee where

necessary:

g) 8onfirm the admission of members in accordance with

this 8onstitution:

h) %oint the Trust@s auditors:

i) 8onsider and arove estimates of income and

exenditure (budget) for the ensuring year:

?) Transact any other business.

16.5.Po*#"u# &t Annu&( G#n#&( -##tin+s<

&; The Executive 8ommittee shall so soon after the

exiration of a calendar year! or at any other suitabletime! at its discretion! convene an %nnual /eneral

Meeting of the Trust.

'; The date of the meeting shall be fixed by the Executive

8ommittee! of which notice shall be given to the

members at least thirty days before that date.

*; Members desiring to ut forward any resolution for

discussion at a /eneral Meeting shall give notice thereof

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to the Secretary not later than fourteen (H) days before

the date of the meeting.

"; 3ne9third of all the members of the Trust shall form a

$uorum at the %nnual /eneral Meeting.#; Excet as otherwise rovided herein! all decisions of

matters in disute shall be by ma?ority vote of members

resent and entitled to vote.

$; The 8hairerson of the Executive 8ommittee shall

reside at the /eneral Meeting or in his"her absence any

other erson elected by the members shall chair the

meeting.

+; The 8hairerson or another erson residing at the

/eneral Meeting shall have a second or casting vote in

the event of e$uality of votes.

%; Doting on all matters before the /eneral Meeting shall be

by show of hands! with the excetion of election or

removal of members of the -oard of Trustees and the

Executive 8ommittee! which shall be by secret ballot

unless members unanimously agree otherwise. For the

avoidance of doubt there shall be no voting by roxy.

16.6 E0t& O"in&/ G#n#&( -##tin+s<

16.6.15nder secial circumstances an Extra93rdinary /eneral

Meeting shall be summoned by the Executive 8ommittee for

uroses of discussing urgent matters relating of the Trust.

16.6. *otice of such meeting shall be circulated to members at least

F356TEE* (H) 4%0S in advance secifying the urose forwhich the meeting shall be convened.

16. :uou)'

16..1For all uroses the $uorum at all %nnual and Extra93rdinary

/eneral Meetings shall be one9third of aid u members.

+63D74E4 that those ersons whose membershi may at the

material time have been susended shall not be rec&oned in

determining the $uorum.

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16..7f within an hour from the time aointed for the meeting a

$uorum is not resent! the meeting shall be ad?ourned to another

date at the same time: and the residing 8hairerson shall cause

the next date of the ad?ourned meeting to be advertised in such a

manner as may suffice to reasonably bring it to the attention ofthose who may have missed the meeting: and if at the ad?ourned

meeting a $uorum is not realied within an hour from the time

aointed for the meeting! the members resent shall constitute

a $uorum.

1. LEGAL AD4ISOR

1.1 There shall be a ,egal %dvisor for the Trust who shall be aointed

by the Executive 8ommittee sub?ect to aroval at the %nnual/eneral Meeting.

1. The ,egal %dvisor shall give legal and other necessary advice and

counseling to the Executive 8ommittee as far as the day to day affairs

of the Trust are concerned! and erform such duties as is normally

exected of a ,egal %dvisor.

1. The ,egal %dvisor shall serve for a eriod of three (A) years and

shall be eligible for re9aointment.

1.2 The ,egal %dvisor@s services may be terminated by the Executive

8ommittee sub?ect to aroval by the %nnual /eneral Meeting under

the following circumstances'

1.2.17f he" she becomes of unsound mind:

1.2.5on dissolution of the artnershi under which he" she may be

ractising:

1.2.5on being disbarred from ractising as an %dvocate by the

,aw 8ouncil:

1.2.22here he" she fails without reasonable cause to attend four (H)

consecutive meetings of which he" she has been duly notified:

1.2.52here he" she fails to erform his" her duties to the satisfaction

of the Executive 8ommittee in articular and the Trust ingeneral.

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1. ELECTIONS<

1.1 %t every meeting of the Trust@s organ where elections are to beheld a returning officer shall be aointed immediately before the

elections! and he or she shall thereuon ta&e charge of the elections.

1. For every office in resect of which elections are to be held the

returning officer shall first call for nominations from the floor (that is!

the electorate) and every nomination shall be seconded before it can

be voted uon! save any nomination that is declined by the nominee.

17.FINANCES

17.1 The funds of the Trust shall consist of'9

17.1.1Entrance fees:

17.1.%nnual subscrition fees:

17.1.4onations:

17.1.2Surlus funds resulting from oerations and activities of the

Trust:

17.1.5Money from fundraising:

17.1.6,oans:

17.1.Money from such other source that the Trust may lawfully and

morally consider aroriate.

8. BAN>ING

The Trust shall have such -an& %ccount(s) as are recommended by the

Executive 8ommittee and the said account or accounts shall be oerated by the

following office bearers as signatories' the 8hairerson of the Executive

8ommittee as the rincial signatory together with the #on. Secretary and the

#on. Treasurer.

1. THE CO--ON SEAL

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1.1 There shall be a 8ommon Seal of the Trust which shall be &et in

the safe custody of the #on. Secretary.

1. The seal shall not be affixed to any instrument excet by the

authority of the Executive 8ommittee or the -oard of Trustees as thecase may be.

1. The seal shall be authenticated by signatures of any one Trustee!

the 8hairerson of the Executive 8ommittee and the #on. Secretary.

. BOO>S AND RECORDS

.1 T%# Tust s%&(( ?##p 'oo?s in a roer manner! and from time to

time u9date such boo&s (including boo&s of accounts) and records asmay from time to time be directed by the Executive 8ommittee. 7n

articular! but without re?udice to the generality of the Executive

8ommittee@s owers under this %rticle! the following boo&s and

records shall be &et! namely:

.1.1The 6egister of Members:

.1.Minute -oo&s:

.1.-oo&s of %ccounts:

. T%# R#+ist# o$ -#)'#s'

..1The 6egister of members shall be &et and from time to time

udated to register new members and it shall be entered therein

the following articulars in resect to each member'9

a) #is" her name! age! occuation and address:

b) 4ate of alication for membershi:c) 4ate when he" she was entered in the register as a

member:

d) 4ate when he" she ceased to be a member.

..The register of members shall during business hours be oen to

insection by any member without charge and to any other

erson on ayment of a rescribed fee for each insection.

..The register of members may be closed during the fourteen daysimmediately receding every %nnual /eneral Meeting and at

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such time or times and for such eriod as the Executive

8ommittee may from time to time determine' +63D74E4

always that it shall not be closed for more than thirty (A


28/29

The Executive 8ommittee may ma&e such regulations not being

inconsistent with the rovisions of this 8onstitution! as may be exedient

for the conduct of the Trust@s affairs! in accordance with the owers

vested in it by this 8onstitution' +63D74E4 that such regulations whenmade shall be laid before the /eneral Meeting for aroval! without

re?udice to their alication in the interim eriod.

2. A-END-ENT

The 8onstitution or any art thereof may be amended by the /eneral

Meeting uon assing a Secial 6esolution by three9fourths of the

members resent and voting at such a Meeting. +63D74E4 that the

$uorum of the meeting at which the resolution of amendment is to be assed shall be one half of all members eligible to vote.

5. DISSOLUTION

5.1The Trust may be dissolved uon a motion moved at a /eneral

Meeting by a Secial 6esolution of three9fourths of the members

resent and voting. +63D74E4 that the $uorum at such meeting shall

be constituted by no less than three9fourths of all the members eligible

to vote and that uon dissolution the assets of the Trust shall not be

distributable amongst the members -5T shall be distributed among

organiations having similar ob?ectives.

5.% notice for a motion of dissolution of the Trust shall be served

uon the #on. Secretary at least three (A) months before the meeting at

which it is roosed to move the motion.

6. -ISCELLANEOUS

%ll matters not covered by these %rticles shall be dealt with in accordancewith the owers vested in the members resent at an %nnual /eneral

Meeting or ExtraK3rdinary /eneral Meeting.

DATED, SIGNED and CERTIFIED at >A-PALA this @@@..dayofLLLLLL.L@.=


29/29

D#si+n&tion N&)# Si+n&tu#

The Founder Eng. Swaibu Mulinya LLLLLLLLL

,ife Member ise&&a Moses LLLLL...LLLLLL

,ife Member Mbabaali %bbey LLLLLLLL...............

,ife Member onathan 6. -ishuba LLLLLLLL.L...

,ife Member %loysius aganda -a&idde LLLLLLLLLL.

,ife Member Muramira +addy LLLLLLLLLLL.L.

,ife Member ,ugoloobi Simon LLLLLLL..LLLLL.

,ife member /uloba 0efusa LLLLLLLLLLLLL

,ife member oshua atabaai LLLLLLLLLLLLL

46%2* -0'9

M"s Tumusiime! abega 8o. %dvocates

+lot G 0usuf ,ule 6oad! amala

+.3. -ox =A=

%M+%,%

Date post:	07-Jul-2018
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Whole Food Nutricare Club Trust Constitution Final Draft

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