DRAFT OF THE CONSTITUTION OF ENGINEOUS INVESTMENT GROUP (EIG) ARTICLE 1 a) Name The name of the group shall be Engineous Investment Group, herein abbreviated as EIG. b) Location The EIG will be based at ……….. The group will then move on to a place where members will deem fit for the location of the group. c) Language All languages in East Africa shall be working languages while English remains the official language of communication. ARTICLE 2 a) The Overall Objectives of the Group The objectives for which the group is established are: i. To bring together members to learn from each other, build networks, create jobs and work through powerful relationships through which they support their own initiatives and businesses. ii. To develop, create and implement individualized solutions to members’ specific needs and desires through analysis of the business environment across the region. iii. To mobilize and receive money from members with allowance of returns on saving deposits that have been made by members. iv. To guide the investment of the money of the members in profitable business ventures to ensure and guarantee returns on all savings made by members. v. To encourage and provide a platform for participation; develop and support financial literacy and member awareness as regards areas of investment. vi. To advance and lend money to the members upon/with/without such security as may be thought proper therefore. vii. To enter into and carry into effect any arrangement for joint working in business, or for sharing of profits or for amalgamation with any other company, or any partnership or person carrying on business within the interests of the group. b) Mission of the Group c) Aim of the Group ARTICLE THREE Membership An individual intending to become a member of EIG must meet the following requirements: • Must be of sane mind, trustworthy, and with a good public relation without an established criminal record. • Must subscribe to the objectives and vision of the Group. • Must be interested in the group, community, country, region and global development at large. • Must subscribe to and meet all the requirements of the group. ARTICLE FOUR a) Rights and obligations of members Fully paid up members shall: i. Participate fully in the activities of the General Meetings with full voting rights. ii. Elect or be elected into any committee of the group. iii. Make use of the facilities of the group as shall be deemed right by the General Meeting. iv. Be allowed to make savings into the group and to get financial assistance from the group (as it may advance) with or without security. b) Portfolio Management Team The management team shall be selected by the members of the Group. Ingineous Investment Group management committee will consist of the Chairperson, General Secretary, Finance Secretary, and Co-ordinator General. Other posts may come up as members may decide. Duties of the committee members will include, but not be limited to, the following: The CHAIR PERSON shall: • Appoint and authorise sub-committees. • Oversee all Engineous Investment Group activities. • Schedule and preside over all Engineous Investment Group meetings. • Have the power to create and conduct an agenda for all meetings. • Have the authority to enforce or waive formalities of such an agenda. • Have the power to recommend disciplinary action to any shareholder who is considered to have acted contrary to the provisions of this constitution or has displayed negligence in the performance of duties or expectations. • Ensure that all resolutions passed by the committee are carried out. The GENERAL SECRETARY shall: • Keep a record of the Engineous Investment Group business, and issues a report of minute of all meetings. • Be responsible for all correspondence pertaining the EIG, including the distribution of reports from previous meetings to members of the executive committee. • Keep a record of attendance for regular and special meetings. • Upon notification by the CHAIRPERSON or the TREASURER; the SECRETARY in conjunction with the CO-ORDINATOR GENERAL will issue a notice to any members regarding any fines or disciplinary action, and include the reason and decision for the action. • Keep copies of all Engineous Investment Group correspondence. • Tally and record all votes. • Update and distribute bylaws as changes are made. The TREASURER shall: • Monitor all transactions that the group engages in and shall help the group in preparing and keeping financial records of EIG. • Make sure that all members make their monthly deposits in time. • Make sure that all members receive their benefits/profits appropriately. • Follow up all the Bank transactions and ensure the safety of group finances. The CO-ORDINATOR GENERAL shall: • Deliver information to members regarding meetings, and any other information as may be availed by the chairperson. • Mobilise members to attend group activities including but not only meetings. ARTICLE FIVE Termination of membership a) A member shall have his membership terminated in the event of any of the following: • If the conduct of such a member damages the reputation of the Group. • If a member acts against the interests of the Group. • Insanity • Theft b) A member whose membership is terminated shall be liable to pay all debts of sums from him/her to the group at the time of his/her resignation and shall be entitled to 25% less all funds he/she contributed to the group. b) A member who loses his/her membership shall have the right to appeal to the General Meeting. ARTICLE SEVEN Investment guidelines: a) All investment funds shall be exclusively managed by the Financial Secretary of EIG. b) The members shall be entitled to equal percentage of the positive net profit attained from all investments made using the EIG funds. c) Members of the Group shall maintain a monthly saving of Shs.50,000 /= unless otherwise stopped/reduced/increased by the committee. ARTICLE EIGHT Meetings a) Committee Meetings: i. Regular committee meetings shall be held if need to, at a location arranged by the Co-ordinator General of the group. The regular meeting date or time may be changed by the Chairperson on a meeting-by-meeting basis. ii. At least a half of the subscribed members of the EIG shall form a quorum at any session of the General Meetings and no decision shall be passed without quorum. iii. Should a shareholder fail to be able to attend the meeting, they may cast an absentee vote by sending their vote in to the Secretary. iv. Shareholders are permitted to invite guests to attend regularly scheduled meetings. v. Late coming to meetings is not permitted and this will be fined at 2,500 /= (subjected to change). Late coming will be considered as 25 minutes and beyond from the communicated starting time. vi. Any member who misses a meeting without a viable reason and prior communication to the co-ordinator general shall be subjected to a fine charge of 5,000 /=. vii. All these fines will be availed to the Chairperson’s bag for meeting miscellaneous expenses. ARTICLE NINE a) Voting • The right to vote is limited to active members. • Each shareholder shall be entitled to one vote regardless of the investment portfolio. • When voting on decisions, a different form of voting is applied. Once all proposals have been presented to the shareholders, the shareholders will rank the proposals with their preferred proposal receiving the highest number of votes. The proposal with the highest ranking will then be acted upon. • No proxy votes will be allowed. However, absentee voting will be allowed provided that the absentee vote(s) are received by the time the actual vote takes place. • In the case of a tie a second vote takes place in an attempt to break the tie. b) Selection of committee • Before the General Meeting, the Chairperson shall call for nominations from the members for all committee positions. The members shall assume their responsibilities upon the adjournment of the meeting in which they are elected. • Members of the committee shall be elected by the members of the group upon approval of the preceding committee, and at any meeting thereafter. • Members may succeed themselves upon re-election. • Any committee position that becomes vacant during the year shall be filled as soon as possible upon appointment by the remaining committee members and the chair person. If no members remain, the chairperson will call for a special meeting of the members with the sole purpose to elect new committee members. • A committee member will be automatically disqualified and immediately removed from office under any of the following conditions: i. If she/he becomes an inactive member. ii. If she/he dies or is incapacitated. iii. Misconduct and theft. c) Filling Positions for the EIG Any committee position that becomes vacant during the year shall be filled as soon as possible following the procedure described above. ARTICLE TEN The seal: The Chairperson shall provide for the custody of the seal which shall only be used by the authority of the finance Secretary or the executive committee and every instrument to which the seal shall be affixed shall be signed by any person appointed by the finance Secretary for that purpose must represent the interests of the group. ARTICLE ELEVEN Amendment to the constitution This constitution or any part therein may be amended from time to time upon majority vote of the shareholders. Amendments shall become part of the constitution upon the effective date specified therein. If any part of this constitution is ruled ineffective or invalid by a court of law, the other parts will remain in full force and effect. This constitution will work besides the constitution of the Republic of Uganda. ARTICLE TWELEV Dissolution of the group Engineous Investment Group can only be dissolved by the decision of at least two thirds of the members and in that case the available funds and assets shall be shared equally among all members after meeting all liabilities to the group.
Posted on: Mon, 22 Jul 2013 15:13:06 +0000
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