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Academic Year AUTUMN 2011

Course Code BUSI-1101

Instructor Md. Bazlur Rahman (BR)

Semester 1st

Section - A

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Tanjila AlamB091235

Bushra Ahmed

B091269

Yeasmin Akter

B091271

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Assistant Professor

Department Of Business Administration

International Islamic University Chittagong

Respected Sir,

It is indeed a great pleasure to have the opportunity to submit the project paper. We have

prepared this project report in accordance with the instructions given by you. Our topic is

Memorandum of Association & Articles of Association-ABA Foundation Ltd.. We think

that, working on this topic was very interesting and we have explored something

remarkable through our project.

This project is to describe our observation, learning and recommendation based on the

knowledge and experience gained during the course. So, all of our works have been done

according to your guidelines.

We are glad to have the opportunity to work on this project. This project paper has

provided us learning opportunity and compares theoretical knowledge with practical

situation.

We hope that, you would be kind enough to accept our project and bless us.

Sincerely,

Tanjila Alam

Bushra Ahmed

Yeasmin Akter

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We are truly thankful to our course instructor, Md. Bazlur Rahman (BR),

Assistant Professor, Dept. of Business Administration, International Islamic

University Chittagong, without whose heartfelt supervision and suggestions,

it would have been extremely difficult for us to prepare this report.

The success of this project work depends on a number of people specially

who took time to share thoughtful guidance and suggestions to improve

this reports contents of this report.

Lastly, we would like to conclude by saying that you have been an

amazingly nice person and we enjoyed every moment of your class. We are

proud to have you as our mentor.

Thanks a lot for everything.

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MEMORANDUM OF ASSOCIATION

OF

1. The name of the Organization 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.

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(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 resourcefrom local and international sources in terms of money, equipment and

human resource from local and international sources for the implementation

of the organizations objectives.

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(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 Salvation.

(iii) Formation of childrens brigade /army to unite them and team to go up

for the message of salvation.

(iv) To sensitize people about killer disease (AIDS) and offer counselingservices 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 assistances,

especially engagement in income generating activities for widows and people

close relatives / guardians of some of our orphans.

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(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.

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

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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.

1. REV. KIYIMBA JOSEPH

P.O.BOX 70592 KAMPALA

UGANDA.

2. MS. MIREMBE MAGRET

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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

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ARTICLES OF ASSOCIATION.

OF

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 Organization.

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4. MANAGEMENT OF THE ORGANIZATION:

(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.

5. MANAGEMENT OF THE ORGANIZATION:

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 Organization.

(b)Approve the budget of the Organization.

(c) Making amendment to this constitution.

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

6. 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.

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(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.

7. 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.

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

meeting.

8. 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.

(i) Shall make emergency decisions and to report the same as

expeditiously as possible.

(ii) Shall cause presentation of regular reports to the Board and the

General Meeting.

(b) The Vice-Chairperson.

(i) Shall be directly in charge of pastoral / Spiritual affairs and projects of

the organization.

(ii) Shall deputize for the chairperson in the absence of the

chairperson; or when directed by the Chairperson.

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(iii) 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) The General Secretary:

He or She Shall:

(i) Shall be Secretary to all the organizations meetings.

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

(iii) Shall call meetings in consultation with the Chairperson and the

Entire Board.

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

(v) Shall keep the organizations seal and documents.

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

(e) The Treasurer:

(i) Shall be responsible for the collection and custody of the

organizations funds and maintenance of up to date financial records;

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

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

(iv) Prepare the companys budget and present the same to the General

Meeting.

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

organizations books of accounts and other financial reports.

(f) The Administrator.

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

organizations activities programs and projects. Shall in so doing liase

with the entire executive.

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

Foundation.

9. 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.

10. 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.

11. Any member who becomes of unsound mind or who charges from the born Again

Pentecostal Faith shall cease to be a member.

12. 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.

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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 thedirectors 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:

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(a)An annual general meeting and a meeting of the Organization 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 Organization 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.

(i) In case of a meeting called as the annual general meeting to all members

are Entitled to attend.

(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.

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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.

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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 organizations activities and School.

(c) Donations, gifts and grants.

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

26.EXPENDITURE:

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(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 organizations funds shall be kept in any bank selected by the Board.

(b) Money shall only be drawn from the organizations account(s) on the PRIOR

APPROVAL of the Board of Directors.

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

immediately.

28.SIGNATORIES:

The General Secretary and Treasurer shall be signatories to the companys bankingdocuments 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.

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(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 Projects

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

organizations 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.

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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 ORGANIZATION:

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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.

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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 ..

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ADDRESS ..

OCCUPATION ..

SIGNATURE ..