Constitution
Adopted on the 6th day of September 1996
A Name
The name of the Association is Mission Mobile Education
B Administration.
Subject to the matters set out below the Charity and its
property shall be administered and managed in accordance with this constitution
by the members of the Executive Committee, constituted by clause H of this
constitution ("the Executive Committee").
C Objects. "The Charity's object ("the
objects") are:-
the advancement of public education in Uganda particular but
not exclusively by the provision of a mobile educational unit; and
the relief of poverty, sickness and distress by the provision
of such funds and equipment as the Executive Committee in their absolute
discretion think fit."
D Powers.
In furtherance of the objects but not otherwise the Executive
Committee may exercise the following powers:
(i) power to raise funds and to invite and receive
contributions provided that in raising funds the Executive Committee shall not
undertake any substantial permanent trading activities and shall
conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property
necessary for the achievement of the objects and to maintain and equip it for
use;
(iii) power subject to any consents required by law to sell,
lease or dispose of all or any part of the property of the Charity;
(iv) power subject to any consents required by law to borrow
money and to charge all or any part of the property of the Charity with
repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of
the Executive Committee) as are necessary for the proper pursuit of the objects
and to make all reasonable and necessary provision for the payment of pensions
and superannuation for staff and their dependants;
(vi) power to co-operate with other charities, voluntary
bodies and statutory authorities operating in furtherance of the objects or of
similar charitable purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts,
associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory
committees as the Executive Committee may think fit;
(ix) power to do all such other lawful things as are necessary
for the achievements of the objects.
E Membership
(1) Membership of the Charity shall be open to any person over
the age of 18 years interested in furthering the objects and who has paid the
annual subscription laid down from time to time by the Executive Committee.
(2) Every member shall have one vote.
(3) The Executive Committee may by unanimous vote and for good
reason terminate the membership of any individual: Provided that the individual
concerned shall have the right to be heard by the Executive Committee,
accompanied by a friend, before a final decision is made.
F Honorary Officers
At the annual general meeting of the Charity the members shall
elect from amongst themselves a chairman, a secretary and a treasurer, who shall
hold office from the conclusion of that meeting
G Executive Committee
(1) The Executive Committee shall consist of not less than
three members not more than seven members being:
not less than three and not more than seven members elected at
the annual general meeting who shall hold office from the conclusion of that
meeting.
(2) The Executive Committee may in addition appoint not more
than two co-opted members but so that no-one may be appointed as a co-opted
member if, as a result, more than one third of the members of the Executive
Committee would be co-opted members. Each appointment of a co-opted member shall
be made at a special meeting of the Executive Committee called under clause K
and shall take effect from the end of that meeting unless the appointment is to
fill a place which has not then been vacated in which case the appointment shall
run from the date when the post becomes vacant:
(3) All the members of the Executive Committee shall retire
from office together at the end of the annual meeting next after the date on
which they came into office, but they may be re-elected or re-appointed.
(4) The proceedings of the Executive Committee shall not be
invalidated by any vacancy among their number or by any failure to appoint or
any defect in the appointment of qualification of a member.
(5) Nobody shall be entitled to act as a member of the
Executive Committee who is aged under 18
or who would if appointed be disqualified under the provisions
of the following clause.
(6) No person shall be entitled to act as a member of the
Executive Committee whether on a first or on any subsequent entry into office
until after signing in the minute book of the Executive Committee a declaration
of acceptance and of willingness to act in the trusts of the Charity.
H Determination of Membership of Executive Committee.
A member f the Executive Committee shall cease to hold office
if he or she:
(1) is disqualified from acting as a member of the Executive
Committee by virtue of section 45 of the Charities Act 1992 (or any statutory
re-enactment or modification of that provision);
(2) becomes incapable by reason of mental disorder, illness or
injury of managing and administering his or her own affairs;
(3) is absent without permission of the Executive Committee
from all their meetings held within a period of six months and the Executive
Committee resolve that his or her office be vacated; or
(4) notifies to the Executive Committee a wish to resign (but
only if at least three members of the Executive Committee will remain in office
when the notice of resignation is to take effect).
I Executive Committee Members not to be personally
interested.
(1) No member of the Executive Committee shall acquire any
interest in property belonging to the Charity (otherwise than as a member of the
Executive Committee) in any contract entered into by Executive Committee.
J Meetings and proceedings of the Executive Committee.
The Executive Committee shall hold at least two ordinary
meetings each year. A special meeting may be called at any time by the chairman
or by any two members of the Executive Committee upon not less than 4 days
notice being given to the other members of the Executive Committee of the
matters to be discussed but if the matters include an appointment of a co-opted
member then not less than 21 days notice must be given.
(2) The chairman shall act as chairman at meetings of the
Executive Committee . If the chairman is absent from any meeting, the members of
the Executive Committee present shall choose one of their number to be chairman
of the meeting before any other business is transacted.
(3) There shall be a quorum when at least one third of the
number of members of the Executive Committee for the time being or three members
of the Executive Committee present shall choose one of their number to be
chairman of the meeting before any other business is transacted.
(4) Every matter shall be determined by a majority of votes of
the members of the Executive Committee present and voting on the question but in
the case of equality of votes the chairman of the meeting shall have a second or
casting vote.
(5) The Executive Committee shall keep minutes, in books kept
for the purpose, of the proceedings at meetings of the Executive Committee and
any sub-committee.
(6) The Executive Committee may from time to time make and
alter rules for the conduct of their business, the
(7) The Executive Committee may appoint one or more
sub-committees consisting of three or more
members of the Executive Committee for the purpose of making
any inquiry or supervising or performing any function or duty which in the
opinion of the Executive Committee would be more conveniently undertaken or
carried out by a sub-committee: provided that all acts and proceedings of any
such sub-committees shall be fully and promptly reported to the Executive
Committee.
K. Receipts and expenditure.
(1) The funds of the Charity, including all donations
contributions and bequests, shall be paid into an account operated by the
Executive Committee in the name of the Charity at such bank as the Executive
Committee shall from time to time decide. All cheques drawn on the account must
be signed by at least two members of the Executive Committee
(2) The funds belonging to the Charity shall be applied only
in furthering the objects.
L Property.
(1) Subject to the provisions of sub-clause (2) of this
clause, the Executive Committee shall cause the title to:
(a) all land held by or in trust for the charity which is not
vested in the Official Custodian for Charities: and
(b) all investments held by or on behalf of the charity:
to be vested either in a corporation entitled to act as
custodian trustee or in not less than three individuals appointed by them as
holding trustees. Holding trustees may be removed by the Executive
Committee at their pleasure and shall act in accordance with
the lawful directions of the Executive Committee. Provided they act only in
accordance with the lawful directions of the Executive Committee, the holding
trustees shall not be liable for the acts and defaults of its members.
(2) If a corporation entitled to act as custodian trustee has
not been appointed to hold the property of the charity, The Executive Committee
may permit any investments held by or in trust for the charity to be held in the
name of a clearing bank, trust corporation or any stockbroking company which is
a member of the International Stock Exchange (or any subsidiary of any such
stockbroking company) as nominee for the Executive Committee, and may pay such a
nominee reasonable and proper remuneration for acting as such.
M Accounts
The Executive Committee shall comply with their obligations
under the Charities Act 1992 Committee shall comply with 2 (or any statutory
re-enactment or modification of that Act) with regard to:
1. the keeping of accounting records for the charity:
2. the preparation of annual statements of account for the
charity:
3. the auditing or independent examination of the statements
of account for the Charity: and
4. the transmission of the statements of account of the
Charity to the Commissioners
N Annual Report
The executive Committee shall comply with their obligations
under the Charities Act 1992 (or any statutory re-enactment or modification of
that Act) with regard to the preparation of an annual report and its
transmission to the Commissioners.
O Annual Return
The executive Committee shall comply with their obligations
under the Charities Act 1992 (or any statutory re-enactment or modification of
that Act) with regard to the preparation of an annual return and its
transmission to the Commissioners.
P Annual General Meeting.
(1) There shall be an annual general meeting of the Charity
which shall be held in the month of May in each year or as soon as practicable
thereafter.
(2) Every annual meeting shall be called by the Executive
Committee. The secretary shall give at least 21 days' notice of the annual
general meeting to all the members of the Charity. All the members of the
Charity shall be entitled to attend and vote at the meeting.
(3) Before any other business is transacted at the first
annual general meeting the persons present shall appoint chairman of the
meeting. The chairman shall be the chairman of subsequent annual general
meetings, but if he or she is not present, before any other business is
transacted, the persons present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each annual
general meeting the report and accounts of the Charity for the preceding year.
(5) Nominations for election to the Executive Committee must
be made by members of the Charity in writing and must be n the hands of the
secretary of the executive Committee at least 14 days before the annual general
meeting. Should nomination exceed vacancies, election shall be by ballot.
Q Special General Meetings
The Executive Committee may call a special general meeting of
the Charity at any time. If at least ten members request such a meeting in
writing stating the business to be considered the secretary shall call such a
meeting. At least 21 days' notice must be given. The notice must state the
business to be discussed.
R Procedure at General Meetings.
(1) The secretary or other person specially appointed by the
Executive Committee shall keep a full record of proceedings at every general
meeting of the Charity.
(2) There shall be a quorum when at least one tenth of the
numbers of members of the Charity for the time being or ten members of the
Charity, whichever is the greater, are present at any general meeting.
S Notices
Any notice required to be served on any member of the Charity
shall be in writing and shall be served by the secretary or the Executive
Committee on any member either personally or by sending it through the post in a
prepaid letter addressed to such member at his or her last known address in the
United Kingdom, and any letter so sent shall be deemed to have been received
within 10 days of posting.
T Alterations to the Constitution.
(1) Subject to the following provisions of this clause the
Constitution may be altered by a resolution passed by not less than two thirds
of the members present and voting at a general meeting. The notice of the
general meeting must include notice of the resolution, setting out the terms of
the alteration proposed.
(2) No amendment may be made to clause A (the name of charity
clause), clause C (the objects clause), clause I (Executive Committee members
not to be personally interested clause), clause U (the dissolution clause) or
this clause without the prior consent in writing of the Commissioners.
(3) No amendment may be made which would have the effect of
making the Charity cease to be a charity at law.
(4) The Executive Committee should promptly send to the
Commissioners a copy of any amendment made under this clause.
U Dissolution
If the executive Committee decides that it is necessary or
advisable to dissolve the Charity it shall call a meeting of all members of the
Charity. of which not less than 21 days notice (stating the terms of the
resolution to be proposed) shall be given. If the proposal is confirmed by a
two-thirds majority of those present and voting the Executive Committee shall
have power to realise any assets held by or on behalf of the Charity. Any assets
remaining after the satisfaction of any proper debts and liabilities shall be
given or transferred to such other charitable institution or institutions having
objects similar to the objects of the Charity as the members of the Charity may
determine or failing that shall be applied for some other charitable purpose. A
copy of the statement of accounts, or accounts and statement, for the final
accounting period of the Charity must be sent to the Commissioners.
V Arrangements until first Annual General Meeting
Until the first annual general meeting takes place this
constitution shall take effect as if references in it to the Executive Committee
were references to the persons whose signatures appear at the bottom of this
document.
This constitution was adopted on the date mentioned above by
the persons whose signatures appear at the bottom of this document.