THE COMPANIES ACT

(Cap. 85 of the Laws of Uganda)

Company Limited by Guarantee and not having a Share Capital

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ABA FOUNDATION LTD.

DRAWN & PRESENTED BY:

SSEGUYA & CO. LEGAL CONSULTANTS
PLOT 3 WILLIAM STREET
P.O. BOX 781
KAMPALA.
 THE REPUBLIC OF UGANDA.

MEMORANDUM OF ASSOCIATION

OF

ABA FOUNDATION LTD.

1. The name of the Organisation shall be ABA FOUNDATION hereinafter referred to

as the Foundation.
2. The registered office of the Foundation shall be situated in The Republic of Uganda may set
up any other offices when deemed necessary for the execution of the objectives of the
organization.

3. The objectives for which the Foundation is set up.

(a) To establish a non-government charitable organization.

(b) To build the characters and welfare of destitute children in and outside education
institution, orphans, street children, the disabled, adults, parents and guardians and
members of the community as a whole basing on the solid foundations of the gospel.

(c) To develop individual talents of members and community target groups laid down in
(b) above through the setting up and support of vocational training centers in the
areas of catering, carpentry, tailoring, photography, agriculture both crop and animal
husbandry and other vocational or artisan skills.

(d) To set up and support education institutions which are based on or which embrace the
ideas of the Church / organization and more particularly developing character on the
foundation of the gospel.

(e) To promote income generating activities, and create employment.

(f) To initiate, promote and support the imparting of life skills. Academics to children
and Guardians/parents adolescents in and out of school, and their communities.

(g) To encourage the use and development of individual talents for recreation,
entertainment, income generation and employment.

(h) To set Factories/ Industries for processing our products and helping others as the
demand may arise e.g. Sugar factory which at the same time supply community with
power. To set up a special co-ordination and collaboration arrangement with other
development stakeholders particularly local councils and Non-degeneration.

To mobilize resources in terms of money, equipment and human resource from

local and international sources in terms of money, equipment and human
resource from local and international sources for the implementation of the
organization’s objectives.

(i) Training Health Center attendants – To open Churches and conduct Crusades
Seminars and Conferences in and outside Uganda.

(j) Building / Construction of the Foundation facilities and Headquarters.

(k) Children / Women / Youth.

 (i) To fight against child abuse neglect / women.

(ii) To reach and win the child / women who are UN reached by the message of
b Salvation.

c (iii) Formation of children’s brigade /army to unite them and team to go up for
the message of salvation.

(i) To sensitize people about killer disease (AIDS) and offer counseling
services to AIDS Victims and their immediate family members.

(l) To sensitize people about dangers of redundancy how to avoid (up date) it.
Redundancy is the major cause of economic instability, unsuccessful living,
accumulates under development diseases, and death.

(m) To render counseling to orphans, widows, needy disabled that will include
resettlement of orphans into families (rehabilitate) and any other assistance’s,
especially engagement in income generating activities for widows and people close
relatives / guardians of some of our orphans.

(n) To channel the child into biblical teacher that will develop into spirit of self reliance
in the individuals and society (because children are the foundations of homes).Micro
– Finance Scheme to help save and give kind grants to our people. After developing
their Talents and to those who already were in the system.

(o) Mobilizing members in the formation of Co-operative Societies so as to market their

products effectively through these Societies.

To do all things legal, necessary, conductive or incidental to the attainment of the above
objectives. Whereas the Christian gospel is the strongest foundation on which character
should be built.

4. The income and property of the Foundation whoever derived, shall be applied solely towards
the promotion of the objectives of the organization and portion there of shall be paid or
transferred directly or indirectly, by way of profit to the members of the organization.
PROVIDED that nothing herein, shall prevent the payment in good faith of reasonable and
proper remuneration of any officer or servant of or any member of the organization in return
for any services demised or let by any member of the Foundation.

5. The Liability of the members is limited by guaranteed as in No.6 below.

6. Every member of the Foundation undertakes to contribute to the assets of the organization in
the event of its being wound up while he is a member, or within one year afterwards for
payment of the debts and liabilities or the organization contracted before he ceases to be a
member and the costs, charges and expenses of winding up, and for the adjustment of the
rights of the contributors among themselves to the tune of Uganda Shillings 50,000/=.

7. If upon winding up or dissolution of the organization, there remains, after satisfaction of all
debts and liabilities and expenses of winding up, any property whatsoever, the same shall not
be paid or distributed among the members of the organization, but shall be given or
transferred to some other institution or institutions, having objectives similar to the objectives
of the Foundation and which shall prohibit the distribution of its property or income to its or
their members to an extent at least as great as is imposed on the organization under or by
virtue of clause 4 hereof, such institution or institutions to be determined by the members of
 the company at or before the dissolution, and so far as effect can not be given to such
provision then to some charitable objects to be determined by the members.

8. We, the several persons whose names and address are subscribed are desirous of being
formed into an organization, in pursuance of this Memorandum of Association.

NAME SIGNATURE

1. REV. KIYIMBA JOSEPH

P.O.BOX 70592 KAMPALA
UGANDA.

2. MS. MIREMBE MAGRET

P.O. BOX 7O592 KAMPALA
UGANDA.

3. MR. KIYIMBA F. JUNIOR

P.O. BOX 70592 KAMPALA
UGANDA.

4. REV. HUDSON SEKABIRA

P.O. BOX 70592 KAMPALA
UGANDA.

5. MS. NANTALE VICTORIA

P. O. BOX 70592 KAMPALA
UGANDA.

WITNESS TO THE ABOVE.

NAME …………………………………………………………..

ADDRESS …………………………………………………………..

OCCUPATION …………………………………………………………..

SIGNATURE …………………………………………………………..
 THE REPUBLIC OF UGANDA.

ARTICLES OF ASSOCIATION.

ABA FOUNDATION LTD.

1. Subject as hereinafter provided the regulation in Table “C” shall apply to the Foundation.

2. INTERPRETATION:

In these articles:
The Act means the Companies Act.
The Seal means the common Seal of the Foundation.
The Secretary any person appointed to perform duties of the Secretary of the organization
The Board shall mean the Board of Directors of the organization.

3. MEMBERSHIP:

(a) The minimum number of members with which the organization proposes to be
registered is 4 (Four) but the directors may from time to time register an increase of
members.

(b) The subscribers to the Memorandum of Association may admit other members into
the Organisation.

1. MANAGEMENT OF THE ORGANISATION:

(a) A member shall accept and promote the spirit and content of the aims and objectives
of the Foundation.

(b) Undertake to and actively support its aims and objectives and assist in the activities.

(c) Pay the appropriate annual financial contribution as determined by the Directors with
approval of the General Meeting.

(d) Members are entitled to receive a report on the activities and expenditure of the
organization at such intervals as the office shall determine in accordance with its
means but not less than once a year.

2. MANAGEMENT OF THE ORGANISATION:

The General Meeting: This shall be supreme decision making body of the Foundation
comprising all its members with the powers to:

(a) Formulate general policy for the Organisation.

(b) Approve the budget of the Organisation.

(c) Making amendment to this constitution.

(d) Approve bylaws for the smooth running of the organization.

3. THE BOARD OF DIRECTORS (Advising Board).

These shall be an Executive Board of Directors of the Foundation to be appointed from

the members General assembly comprising:

(a) Chairperson/ Executive Director.

(b) Vice-Chairperson.

(c) The General Secretary

(d) The Treasurer

(e) Directors for such Committee members as need shall arise

(f) Founder Members.

The organization may from time to time reduce or increase the number of Directors:

(a) A member shall accept and promote the aims and objectives of the Foundation.

(b) Undertake to and actively support its aims and objectives and assist in its activities.

(c) Members are entitles to receive a report on the activities and expenditure of the
organization at such intervals as the registered office shall determine in accordance
with its means but not less than one year.

(d) A member may vote in person or through another member duly authorized.

4. POWERS AND DUTIES OF THE BOARD OF DIRECTORS:

(a) The Board shall be responsible for running of the affairs of the organization.

(b) The Board shall ensure the implementation of the decisions of the organization.

(c) The Board shall have the powers to suspend, discipline individual members and there
after notify the General Assembly which may approve the action taken Biblically.
Powers to dismiss shall rest in the General Assembly.

(d) The Board shall have the powers to appoint interim office bearers to any vacant
posts(s) pending interviews by the general meeting / divine guidance.

(e) The Board shall form subcommittees, co-op any persons to such committees, for the
carrying out of the objectives of the company whenever deemed necessary.

(f) The Board shall carry out any other duties entrusted to it by the General meeting.

5. INDIVIDUAL DUTIES OF OFFICE BEARERS:

(a) The chairperson.

(i) Shall be responsible for the overall smooth running of the affairs of the
Foundation.

(ii) Shall preside over meetings of the organization.

 (ii) Shall make emergency decisions and to report the same as expeditiously
as possible.

(iii) Shall cause presentation of regular reports to the Board and the General
Meeting.

(b) The Vice-Chairperson.

Shall be directly in charge of pastoral / Spiritual affairs and projects of the

organization.

(i) Shall deputize for the chairperson in the absence of the chairperson;
or when directed by the Chairperson.

(i) Shall be in charge of other duties entrusted to him or her by the

Chairperson, the board of the General meeting.

(c) Director, education:

(i) Shall be directly in charge of educational projects.

(ii) Shall perform the duties entrusted to him or her.

d (d) The General Secretary:

He or She Shall:

(i) Shall be Secretary to all the organization’s meetings.

(ii) Handle all clerical and correspondence work of the organization.

e (iii) Shall call meetings in consultation with the Chairperson and the
f Entire Board.

(iv) Shall keep a register of all members of the organization.

g (v) Shall keep the organization’s seal and documents.

h (vi) Shall perform any other duties entrusted to him or her.

i (e) The Treasurer:

(i) Shall be responsible for the collection and custody of the organization’s
Funds and maintenance of up to date financial records;

(ii) Prepare and present financial reports at least quarterly.

(i) Initiate ways and means of raising funds for the organization.

(ii) Prepare the company’s budget and present the same to the General
Meeting.

(iii) Ensure that members of the organization have access to the

organization’s books of accounts and other financial reports.
 j (f) The Administrator.

(i) He or She shall be directly in charge of co-ordination all the

organization’s activities programs and projects. Shall in so doing liase
with the entire executive.

(ii) Shall be in charge of internal / external co-ordination of the Foundation.

6. ELECTION:

(a) Voting shall be by Divine save where the General Meeting decides otherwise.

(b) All candidates shall be nominated and seconded by at least two members.

7. RETIREMENT:

Any member who shall desire to retire, shall signify his intention in writing to the
General Secretary and thereon his name shall be removed from the list of members and
he shall be deemed to have retired after he hands over the property and assets of the
organization within his / her control.

8. Any member who becomes of unsound mind or who charges from the born Again
Pentecostal Faith shall cease to be a member.

9. GENERAL MEETINGS:

The Foundation shall in each year hold a general meeting as its annual general meeting in
that year and shall specify the meeting as such in notices calling it, and not more than
twelve months shall elapse between the date of one annual general meeting of the
organization and that of the next.

13. (a) The general meeting is the highest organ of the organization and comprises all its
Members. The General Meeting approves the admission and expulsion of the
working staff, elects and determines the general policy and activities of the
organization.

(b) Resolutions shall be passed by a simple majority of those present.

(c) The annual general meeting shall be held at such time and place as the directors
Shall appoint.

(d) The quorum for the meeting shall be 2/3 of the members.

14. All general meetings other than annual general meetings shall be called extra ordinary
general meetings.

15. The Board may whenever it thinks fit, convene an extra ordinary general meeting and
extra general meetings shall also be convened by such requisition, as provided by section
132 of the Act. If at any time there are not within Uganda sufficient directors capable of
acting to form a quorum, any directors or any member of the company may convene an
extra general meeting in the same manner as nearly as possible as that in which meetings
may be convened by the advisory board.
16. NOTICE OF GENERAL MEETING:

(a) An annual general meeting and a meeting of the Organisation called for the passing
of a special resolution shall be called by twenty one (21) days notice in writing at the
least, and a meeting of the Organisation other than an annual general meeting or a
meeting for the passing of a special resolution shall be called by a fourteen days
notice in writing at the least.

(b) The notice shall be exclusive of the day on which it is served or deemed to be served
and of the day on which it is given, and shall specify the place, the day and the hour
of meeting, and, in case of a special business, the general nature of that business shall
be given in a manner if any, as may be prescribed by the organization in the general
meeting, to such person as are, under the articles of the organization entitled to
receive such notices from the organization.

k (i) In case of a meeting called as the annual general meeting to all members are
l Entitled to attend.

m (ii) In the case of any other meeting to a majority in number of members having
Aright to attend and vote at the meeting.

17. PROCESSING AT MEETINGS:

All business shall be deemed special that is transacted at an annual general meeting, with the
exception of the consideration of the accounts, balance sheets, and the reports of the Board
and auditors and the appointment of, and the fixing of the remuneration of the auditors.

18. Save as herein otherwise expressly provided, one third of the registered members being
present in person shall form quorum; and no business shall be transacted or if transacted shall
be; legal unless a quorum has been realized; and no business shall be transacted or if
transacted shall be legal unless a quorum of members is present at the time when the meeting
proceeds to business.

19. If within half an hour from the time appointed for the meeting, if convened upon requisition
of members there is no quorum raised, the meeting shall be dissolved, but in any other case it
shall stand adjourned to the same day in the next week, at the same time and place, or to such
other day and place as the Board may determine, and if at the adjourned meeting a quorum is
not present within half an hour from the time appointed for the holding of the meeting, the
members present shall be the quorum.

20. The Chairperson of the Board shall preside at every general meeting of the organization and
in his absence, the vice chairperson shall preside; but if within thirty minutes after the time
appointed for the holding of the meeting neither the chairperson nor his vice are present, the
assembled shall choose a chairperson from amongst themselves.

21. If at any meeting no board member is willing to act as chairperson or if no Board member is
present within thirty minutes after the time appointed for holding the meeting, the members
present shall choose one of the members to be chairperson of the meeting.

22. The chairperson may with consent of any meeting at which a quorum is present (and shall if
so directed by the meeting), adjourn the meeting from time to time and from place to place,
but no business shall be transacted at any adjourned meeting to another place.
 When a meeting is adjourned from thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting, but otherwise it shall not be necessary to give
any notice.

23. The decisions of the board shall be taken by Biblical confirmation of its members present or
represented.

24. The quorum necessary for the transaction of the business of the meeting may be fixed by the
Directors and unless so fixed shall be 2/3.

FINANCE

25. SOURCE OF FUNDS:

(a) Voluntary contributions from the members.

(b) Income from the organization’s activities and School.

(c) Donations, gifts and grants.

(d) Fund-raising and any other lawful source.

26. EXPENDITURE:

(a) All funds shall be used to attain aims and objectives of the Ministry and the Ministry
and no part thereof shall be paid as profit or dividend to any member provided that
this shall not preclude payment of allowance to the members for services rendered
and of salaries to employees.

(b) The Ministry expenditure shall in as much as possible conform to the budget passed
by the General Meeting.

27. BANKING:

(a) The organization’s funds shall be kept in any bank selected by the Board.

(b) Money shall only be drawn from the organization’s account(s) on the PRIOR
APPROVAL of the Board of Directors.

(c) The chairperson together with the Treasurer and General Secretary may make
emergence withdrawals provided that the Board of Directors shall be notified
immediately.

28. SIGNATORIES:

The General Secretary and Treasurer shall be signatories to the company’s banking
documents and any withdrawals not in compliance with this clause shall be void;
PROVIDED that any two of the signatories one being the Treasurer may make
emergence withdrawals.

(a) The Board shall from time to time specify what amounts to emergency withdrawals.

(b) In case of Area Branch Projects, the administrator of such Projects, the chairperson
and the Treasurer shall be the signatories to the Project’s account(s).
29. ACCOUNTS:

(a) The Treasurer shall cause proper books of accounts to be kept with respect to:

(i) All sums of money received and spent by the organization must be
entered in books of accounts.

(ii) All sales and purchases of the organization.

(iii) All assets and liabilities of the organization.

(b) Proper books shall be kept to give a true and fair view of the state of the
organization’s affairs and to explain its transactions.

30. The books of accounts shall be kept at the registered office of the organization or subject of
Section 147(3) of the Act at such other place or places as the Directors think fit, and shall be
always open to inspection of the Board of Directors.

31. Any member of the organization may inspect the books of accounts of the organization
And Audit Reports by liasing with the Treasurer or General Secretary.

32. The books of accounts of the organization shall be audited by Auditors appointed by the
General Meeting.

33. The General Meeting when dissatisfied with the Audited Report may appoint new
Auditors

34. AMENDMENT OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION:

The Memorandum and Articles may be amended in whole or in part by at least 2/3
Majority of the members present and voting at a General Meeting or extraordinary
General meeting of the organization called for the purpose.

35. RULES AND REGULATIONS:

The Board may make rules and regulations for the smooth running of the organization
on specific matters but subject to approval of the General Meeting, by a simple
Majority inspired confirmation.

36. DISSOLUTION OF THE ORGANISATION:

The organization may be dissolved by a resolution passed by two thirds of the members
at an extra ordinary general meeting convened specially for that purpose.

37. Any surplus and assets remaining thereafter shall be distributed in accordance with the
Memorandums of Association, to such organization with similar objections like of this
Organization.

We, the several persons whose names and address are subscribed are desirous of being formed
into an organization, in pursuance of this Articles of Association.
 NAME SIGNATURE

1. REV. KIYIMBA JOSEPH

P.O.BOX 70592 KAMPALA
UGANDA.

2. MS. MIREMBE MAGRET

P.O. BOX 7O592 KAMPALA
UGANDA.

3. MR. KIYIMBA F. JUNIOR

P.O. BOX 70592 KAMPALA
UGANDA.

4. REV. HUDSON SEKABIRA

P.O. BOX 70592 KAMPALA
UGANDA.

5. MS. NANTALE VICTORIA

P. O. BOX 70592 KAMPALA
UGANDA.

WITNESS TO THE ABOVE

NAME …………………………………………………..

ADDRESS …………………………………………………..

OCCUPATION …………………………………………………..

SIGNATURE ………………………………………………….