Sample Investment Club Rules & Regulations (Constitution) For Investment Clubs in Zambia
Sample
Investment Club Rules & Regulations (Constitution)
RULES & REGULATIONS
OF
Sample
Investments Club
AS ADOPTED ON
Prepared by:
Zanaica (Zambia National Association of Investment Clubs
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CHAPTER I: CLUB NAME, STRUCTURE & POWERS |
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Preamble, Name & Legal Entity |
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Supremacy |
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The partnership deed shall be
supreme law of Club and, if the provisions of the Rules & Regulations, or
any other rule, order or provision is inconsistent with the Deed; the Deed
shall prevail and the order, rule or provision shall be, to the extent of the
inconsistency, be null and void.
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Objects
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Subject to the Partnership Deed, the
following shall be the objectives of the Club:
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Provided that nothing contained in
Article 3 above shall preclude the Club from acting on novel and/or emerging
issues and situations where these are of sufficient consequence to members’
interests or the larger public. The Club shall tackle any such issues and
situations in accordance with its own genius and tradition.
Provided further that such emerging
issues and situations shall be reasonably incidental to the objects of the
Club as aforementioned and subject only to the provisions of the Partnership Deed,
and Laws of Uganda.
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Partnerships |
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The Club may, in the pursuit of
its noble objectives, co-operate with such Clubs and
organisations as may be
necessary for the achievement of its objects.
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Full Membership
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Article 5: Persons or entities for which
membership is open. |
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Full membership shall be open to
all persons, irrespective of age, sex, nationality, residence or citizenship.
Partners are permitted to invite guests to attend
regularly scheduled meetings. Guests are required to actively participate in
discussions and activities for one month before consideration is given to
adding the guest to the Investment Club. The number of Partners shall be limited to twelve
(12). Should the limit be reached and other
interested parties wish to join, a waiting list will of prospective Partners
shall be maintained. The acceptance of a new partner requires a vote
that achieves two-thirds simple and weighted majority in favor of adding that
partner. Provided that no person
qualified to be a full member shall enjoy the rights and privileges under
article 6 unless and until such person has made such payments in respect of
membership as may be provided for by the Managing Committee.
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Rights And
Privileges Of Full Members |
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Subject to express provisions of the Deed to the contrary,
full members of the Club as laid out in Article 5 above, shall enjoy the
following rights, powers and privileges;
a)
A
member may seek election to any office or position established by the Deed
and shall be entitled to vote;
b)
A
member shall be entitled to attend, participate and vote at any Annual
General Meeting (AGM) or Special General Meeting (SGM) of the Club;
c)
Forming
part of two thirds of all the registered members, petition the
Secretary-General to call the Annual General Meeting (AGM) or a Special
General Meeting as the case may be;
d)
A member shall have the right to access all
relevant information relating to affairs of the Club including books and
records of accounts, audit reports and minutes of meetings in so far as it
shall be reasonable;
e)
A
member shall have the right to take part in all the activities organized and
run by the Club;
f)
Any
member has a right to relinquish his/her membership from the Club; |
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Resignation |
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Any member intending to resign from the Club shall submit
his resignation in writing to the Secretary. Such shall take effect upon its
reception.
Provided that where a member resigns or is expelled from
the Club, such a member shall not be entitled to a refund of his subscription
or any part thereof or any monies, property or interests contributed by him
hitherto. |
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Disciplinary |
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1)
Any
member may face disciplinary action if Management Committee so recommends
through a motion passed by two-thirds majority of all members of Management
Committee. The grounds of such an action shall be on any gross misconduct
according to the code of regulations. 2)
The
following shall be the penalties available for such misconduct. a)
Censure. b)
Suspension
of specific rights provided under Article 6(1) (a) to (f). c)
Suspension
of membership. d)
Expulsion. |
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CHAPTER III: STRUCTURE AND MANAGEMENT OF
THE ORGANIZATION
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Composition |
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1)
The
Club shall consist of the following organs: The Management Committee,
Advisory Board, the Office of the Patron and Committees.
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Office of the Patron |
Article
9A: Office of the Patron |
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2)
The
club patron shall be nominated by the management committee through simple
majority vote, and approved by members in the annual general meeting to serve
for a period of two years; 3)
The
patron shall represent the clubs interest with various key decision makers in
government, private sector and civil society. 4)
The
patron shall be a person of repute, good standing, and successful
achievements in their professional field. |
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Advisory Board |
Article 9B: Advisory Board |
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5)
The
Club shall have an advisory board, also refered to as board of directors; 6)
This
shall consist of five to seven members of repute, led by the club patron; 7)
Members
of the advisory board shall be nominated by the management committee, and
approved by the members in the annual general meeting, to serve for a period
of 2 years each. 8)
The
Advisory board shall have the club president as its secretary. |
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The Management Committee |
Article 9C: The
Management Committee |
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9)
The
Management Committee shall consist of the Club President; Deputy President & Education
& Research officer; Finance Officer; Secretary; The Auditor; IT Director and Social
Secretary 10)
The
Management Committee shall be elected directly by members of the Club subject
to the Deed. |
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Term Of Office |
11)
The
Management Committee shall, subject to the Deed, hold office for a term of
one calendar year beginning from the date upon which it is sworn in.
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Functions Of The Management Committee |
12)
Subject
to the Deed, the following shall be the functions of the Management
Committee;
a)
Management
and co-ordination of all matters of the Club and may appoint such committees,
as it may consider necessary to carry out specific functions. b)
Appointing
an Investment Strategy Committee of at least 3 members, including
finance officer, to take investment decisions between meetings. c)
Enter
into negotiations and agreements on behalf of members. d)
Take
custody of all properties, documents and/or books belonging to or acquired by
the Club. e)
Perform
any functions, play any roles and undertake any duties that are incidental to
the success of the Club and the fulfillment of its objectives. |
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Committees
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13)
In
the performance of its functions, the Management Committee may form such
committees, as it may consider necessary for the proper functioning of the
Club. |
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Vacancy |
14)
A
Management Committee office shall fall vacant if and when; a)
An
office-bearer resigns from his post. The resignation shall take effect when
tendered to the Secretary, or in the case of the Secretary, when tendered to
the Chairperson. b)
An
office-bearer dies; c)
An
office- bearer, by reason of mental or physical infirmity, is incapable of
performing the duties of the said office; d)
A
vote of no confidence is taken against the office bearer in question, subject
to Article 23. e)
An
office bearer ceases to be a member of the Club;
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Chairperson |
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1.
There
shall be a Chairperson who shall be the chief executive officer of the
Management Committee. 2.
The
Chairperson shall convene the first sitting of Management Committee, subject
to Article 17. 3.
The
Chairperson may summon Management Committee meetings and shall preside over
all Management Committee meetings unless incapacitated by reason of illness
or other sufficient cause. 4.
The
Chairperson shall confirm minutes of the Management Committee meetings. 5.
The
Chairperson shall, together with the Treasurer, be the official signatory to
the Club bank account subject to Article 21. |
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Secretary |
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1.
There
shall be a Secretary who shall be the secretary of the Management Committee
and the Club. 2.
The
Secretary shall take minutes of all Management Committee meetings and the
Club’s Annual General Meeting (AGM). Provided that minutes of the Special
General Meetings (S.G.Ms) shall be taken by the Clerk of the Management
Committee 3.
The
Secretary may summon Management Committee meetings and shall be responsible
for all correspondence on behalf of the Management Committee and the Club,
and may sit and [participate in decision making in all committees. 4.
The
Secretary shall keep all records, documents; titles ‘ejusdem generis’’
of the Club save for books of accounts and records of finance. 5.
The
Secretary shall communicate to all members and/or Management Committee
members the venue, date and agenda of Management Committee meetings and the
Annual General Meeting (A.G.M). 6.
The
Secretary shall keep an accurate register of members and shall make it
available for inspection and for purposes of dissolution, vote of no
confidence, amendment of the Deed, elections and other purposes. 7.
The
Secretary shall be in charge of Management Committee matters in the Management
Committee.
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Social Secretary |
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1.
There
shall be a Social Secretary who shall be the coordinator of all the
activities of the Management Committee and Club and shall be in charge of
logistics for all extracurricular activities thereof. 2.
The
Social Secretary shall deputise the Secretary and may perform such functions
as may be delegated to him by the Secretary; provided that the Social
Secretary shall not, on his own, issue external correspondence on behalf of
the Club;
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The Treasurer |
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1.
There
shall be a Treasurer who shall be in charge of the finance committee and
shall be responsible for all financial matters of the Management Committee
and the Club; 2.
The
Treasurer shall receive and disburse all monies belonging to the Club as may
be authorized. 3.
The
Treasurer shall keep proper books and records of accounts and shall avail
them for auditing and inspection. 4.
The
Treasurer shall be answerable directly to the Management Committee and club
and shall therefore ensure proper prioritization and utilization of all monies
made available to the Club. 5.
The
Treasurer shall attend all Management Committee and Club meetings unless
prevented by sufficient reason made known to the Chairperson. Provided that no person shall be qualified to be elected
as Treasurer who has been convicted of crime involving fraud or dishonesty
under the laws of Uganda. |
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CHAPTER IV: ELECTIONS |
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Date Of Elections |
1)
Each
of the holders of the Management Committee Offices shall access office
through an election. 2)
The
general elections shall be held two weeks before the expiry of the term of
office of the incumbent Management Committee. 3)
No
new member of the Club shall contest for elections unless he has been a
member of the Club for at least five weeks. Provided that such a member shall
be entitled to vote. 4)
No
member shall contest the posts of the Chairperson or Secretary if s/he has
been a member for less than three months on the date of elections. 5)
Every
member shall have a single vote. The voting shall be by secret ballot simple
majority system. 6)
Whenever
there is a tie in respect of a post, another vote shall be taken within seven
days of the announcement of the tie. 7)
The
custody, use and investment of the funds and property of the Organization and
the designation of the persons responsible thereof.
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By-Election. |
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Where a seat falls vacant by reason of provisions of
article 8 and Article 23; a by-election shall be held within 5 weeks of the
vacancy falling. PROVIDED; that where a seat falls vacant utmost three months to
the next general elections a by-election shall not be held and instead;
a)
For
the posts of Chairperson and Secretary, the Vice-Chairperson and the Social
Secretary shall hold office in an acting capacity respectively. b)
With
respect to other posts, Management Committee shall appoint a replacement from
amongst the nominated members. Whenever a vote of no confidence is taken against the
entire Management Committee, a by-election shall be held not later than 21
days after the dissolution. The Elections Appeals Tribunal established under
Article 19 shall form a caretaker committee to perform the activities of the
Management Committee until a new Management Committee is elected into office. |
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Management
Committee Meetings |
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The Management Committee shall hold meetings at least twice a
month and at any other time as the Management Committee may deem necessary; a)
The
quorum for any Management Committee meeting shall be five members. b)
A
decision of the Management Committee meeting shall be by an open vote, simple
majority and in case of a tie; the Chairperson shall the deciding vote. c)
A
Management Committee member, who misses three consecutive meetings without
prior permission from the Secretary, shall be censured by the Management
Committee and may be subjected to disciplinary action and, subject to Article
23, a vote of no confidence.
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Annual
General Meetings |
Article 17:
Annual General Meetings
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1)
The
Annual General Meeting (A.G.M) shall be held on the day of swearing in of the
new Management Committee. 2)
Notice
in writing of such meetings stating the agenda of the meeting shall be
brought to all members not later than 14 days to the date of the meeting, and
where practicable, the foregoing may be made by press advertisement. 3)
The
agenda for an A.G.M shall consist of the following; a)
Confirmation
of the minutes of the previous general meeting. b)
Consideration
of the accounts. c)
Appointment
of the auditor. d)
Such
other matter as the Management Committee may decide and for which the
Secretary shall give notice in writing. e)
Any
other business. 1.
The
quorum for any A.G.M shall be one third of the members of the Club.
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Special
General Meeting |
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1)
Any
Special General Meeting may be called to address matters which the Management
Committee shall consider to be of great concern to members and which is/are
urgent. 2)
Notice
in writing of such a meeting shall be brought to members by the Secretary.
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Procedure
At Meetings |
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Management Committee shall make procedures to be followed
during both the Annual General Meeting and the Special general Meetings. |
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Funds |
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1)
The purpose for which the funds may
be used, and in particular- (a) The prohibition of the
distribution of funds and assets among members; (b) Prohibition of clauses in
the Deed that may constitute loopholes for the distribution of funds and
assets to the of officials except for legitimate reimbursement of expenses in
carrying out the objects of the non-governmental organization; (c) Rules governing the awarding of contracts to
members or officials. |
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2)
The
financial year of the Club shall correspond to the term of the Management
Committee. 3)
All
monies and funds shall be received by and paid to the treasurer and shall be
deposited by him in the name of the Club in any bank(s) approved by the
Management Committee. 4)
The
Club may obtain funds from the following sources;
a)
Membership
and Subscription fees if applicable. b)
Profit
making and entrepreneurial activities. c)
Friends
and well wishers of the Club. d)
Any
other means approved by the Management Committee.
5)
The
funds of the Club may be used for the purpose of funding the objectives of
the Club. 6)
The
signatories to the bank account shall be the Chairperson, the Finance
Secretary and the General Secretary |
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PROVIDED, that all bank transactions shall be by approval of the
Management Committee. Provided further that the signatories shall not
withdraw amounts above Uganda Shillings 3,000,000 without the counter
signature of the third signatory being the Social Secretary;
1)
The
Treasurer may keep a sum not exceeding Uganda Shillings 500,000.00 for petty
disbursements of which proper accounts shall be kept. 2)
Such
accounts shall be open for auditing and inspection.
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Auditor
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1)
The
Club shall have an auditor appointed at a General Meeting and who shall not be
a member of the Club. 2)
The
auditor shall serve for a single term of one year, which shall be renewable,
subject to an Annual General Meeting resolution. 3)
A
copy of the auditor’s report on the accounts and statements shall be
published at least seven days before the date of the Annual General Meeting. 4)
An
auditor may be paid such honorarium as maybe resolved by the Management
Committee.
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Vote Of No Confidence |
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1)
Whenever
members of the Club are dissatisfied by the performance or conduct of an
officer of the Management Committee or the whole Management Committee, they
shall collect names, registration numbers and signatures of at least one
third of the members of every class in session where there are at least three
classes in session or two thirds where only two classes are in session. 2)
Such
names and an annexed application shall be submitted to the Speaker
petitioning him to summon a Special General Meeting or if the Annual General
Meeting is ordinarily to be held within a month of the application, asking
him to serve the Secretary with the application to be included in the agenda. 3)
A
vote shall be taken during the meeting and if at least two thirds of members
vote for the application, the officer or Management Committee in respect of
which the vote is taken shall vacate the office or dissolve accordingly. Provided that where seven out of the eight Management
Committee members pass a resolution of no confidence in any one of the
Management Committee members, Management Committee shall, by a vote supported
by two thirds of its members, declare the office in respect of whose holder
such a resolution has been passed vacant.
Subject to Article 23 a by-election shall be held to fill the
office(s) left vacant by reason of the vote. |
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Dissolution |
Article 23:
Dissolution |
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The Club shall not be dissolved except by a resolution
passed by an Annual General Meeting by a vote of at least three fourths of
the members of the Club.
PROVIDED however, that no dissolution shall come into
effect without prior consent or the registrar of registrar of companies.
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Amendments |
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The manner of amending the name, Deed
or rules of the Non-Governmental Organization. 1)
Whenever
there is sufficient reason to amend the Deed, the member(s) seeking the
amendment shall serve the Secretary with a written notice of the proposed
amendment and the Secretary shall submit the same to the Chairperson. 2)
The
Chairperson shall thereupon table the motion in Management Committee for
debate. 3)
Management
Committee shall pass the motion by two-thirds majority and subject the same
to referendum. 4)
The
amendment shall be considered passed when voted for by two-thirds majority of
the members. 5)
The
Secretary to the Management Committee shall submit a copy of the amendment to
the Registrar.
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Code Of
Regulations |
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1)
Members
of the Club shall conduct themselves in accordance with the highest standards
of integrity, personal discipline and morality and shall refrain from any
conduct that may bring the Club into public odium or disfavor. 2)
Members
shall carry themselves in all places and forums with humility and dignity. 3)
A
member shall not without the authority of the Management Committee make
external correspondence purporting to be speaking for the Club. 4)
A
member shall not solicit and use funds or resources from within or without in
the name of the Club without the approval of the Management Committee. 5)
A
member shall not use his position in the Club to unlawfully enrich himself or
engage in activities or deals against the general interests of the Club |
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