THE REPUBLIC OF UGANDA

THE CONSTITUTION OF the SBA INVESTMENT CLUB

PREAMBLE

Being friends and Harboring the intent to breathe the rarified air of financial liberty & absolute
prosperity through the pursuit of calculated investments, wealth creation and economic ventures;

We the undersigned members aspire and desire to be amongst the richest and wealthiest one
percent, to have and establish a reliable and sustainable source of income and generate wealth for
our betterment in the near future, and thus hereby constitute ourselves into an investment club.
1. NAME
The name of the Club shall for all intents and purposes be INVESTMENT CLUB.

2. HEADQUATERS / OFFICES / PLACE OF BUSSINES

The investment club shall have, keep and maintain its offices in Kampala and shall have
branches at such other places as shall be designated from time to time.

3. OBJECTIVES / PURPOSE OF THE CLUB

a) To carry on the business of mobilizing funds to be primarily held as savings, that shall
as and when the club decides be used to full fill such agenda, activity and or
obligations the investment club may from time to time agree to for and on behalf of
its members.

b) To engage in the business of dealing with financial and monetary transactions, such
as deposits, loans, investments and currency exchange, investment dealers, wealth
management and financial advisory services.

c) To invest the club’s funds in such ways and manner that are financially profitable and
developmental to its members.

d) To carry on business of provision of financial services, micro-finance, credit finance,

financial consultation, lend and advance money or give credit in such manner as the
club shall think fit.

e) To facilitate business operations, such as capital expenditure financing and equity

offerings, including initial public offerings, brokerage services for investors, act as
market makers for trading exchanges, and manage mergers, acquisitions, stock
 exchange, and other corporate restructurings or other such business or engagement
as the club may deem fit.

f) To carry on, develop and improve any trade business such manufacturing or
otherwise which may seem to the investment club capable of being conveniently
carried on in connection with its objectives herein or calculated directly or indirectly
to enhance the value or render more profitable any of the investment club’s property,
assets or rights.

g) To carry on the business of real estate developers, real estate agents and generally
to purchase and acquire land and buildings for the members or such other purpose
as the members shall think fit.

h) To construct in any part of Uganda, for sale, for letting or for its own use and
management any buildings, office, structures, dwelling houses, housing estates,
storage structures or any prefabricated or portable versions of the same.

i) To carry on the business of purchase, take on lease or in exchange, hire or otherwise

acquire or deal in any real and personal estate and in particular to build, buy and rent
houses and develop, own and manage farms, housing estate, and plantations of all
lawful types whatsoever.

j) To carry out the business of large scale commercial farming and mechanized farming
as well as provide farming consultancy in a wide range of agricultural produce, both
in organic and conventional means for the national and foreign markets and livestock
keeping which shall include but will not be limited to the establishment, buying or
otherwise acquiring farms and properties thereon or useful thereto; and carry on the
business of exporting or selling. Import or buying or otherwise disposing of all such
agricultural and livestock produce of any kind/type or description in Uganda and
elsewhere in the world.

k) To enter into contracts, tenders and agencies with any government, parastatal or
other organizations for the procurement, transportation, storage and supply of farm
produce and any other goods or services.

l) To invest any monies of the Club not immediately required for the purpose of the
business of the Club in such investments as the members shall deem proper.

m) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills
of exchange, bills of lading, warrants, debentures and other negotiable instruments.
 n) To remunerate any person, firm or Company, rendering services to this Club whether
by cash payment or by the allotments to him or them of shares or securities of the
Company credited as paid up in full or part or otherwise.

o) To sell or otherwise dispose of the whole or any part of the undertaking of the Club
either together or in portions for such consideration as the Club may think fit.

p) To enter into partnership or any other arrangements for sharing profits, interests or
cooperation, in concerns or otherwise with any persons or person, firm or firms or
Company or corporation carrying on or engaged in or about to carry on any business
or transaction which the Club may deem capable of being conveniently carried on in
connection with the above or calculated directly or indirectly to enhance the value of
or render profitable any of the club’s property and /or whereby the club would benefit.

4. AREA OF OPERATION
The investment club’s area of operation shall primarily be in Uganda and such other
jurisdictions as the investments / club objectives can be pursued.

5. CLUB MEMBERSHIP
1) The club’s membership shall at the onset be restricted to the founding members, the
first subscribers and or the undersigned signatories to this constitution and the same
shall be subject to following:-
a) The above mentioned shall automatically become a member upon appending
his or her signature to this Constitution; and
b) Such membership shall only be confirmed and affirmed upon the member
making the requisite payment obligations demanded of him or her at the
onset.
c) A person who meets all the above requirements qualifies to be and shall be
referred to as a founding member.
2) Admittance of a new member who does not qualify as classified in (1) above, shall
qualify to apply to become a member if her or she is:-
a) A person who has attained the majority age or the age of 18 years and above,
b) A person ready and willing to pay the subscription and Membership fees or
such fees that shall be stipulated by this constitution and or such fees the
Executive Committee shall prescribe,
c) A person resident in the clubs’ area of operations,
 d) Any legally recognized person, and such other entities such as investment
clubs, duly incorporated under the Laws of Uganda with a similar or aligned
agenda, and the requisite permission from its members or governing body.
3) The following shall not qualify to apply if such person is:-
a) Presumed to be or declared as a person of unsound mind;
b) Presumed to be or declared to be bankrupt;
c) A convicted felon;
d) Such person the founder members may deem or declare unworthy, unwanted
or undesirable to club and or such person harmful to the club’s interests as
shall be assessed from time to time;
e) Who engages in illegal acts such as money laundering and tax evasion
among others.
4) All persons who qualify to apply for membership to this club shall be required to:-
a) Make an application in writing for admission as a member of the club, and he
or she shall state their full names, address, place of aboard, place of
business, source of income, reason one wishes to join and any other such
particulars the club Executive Committee and or a majority holding of the
Founding Members shall agree to as necessary.
b) Such application shall be seconded and affirmed in writing by not less than
two existing and fully paid up founding members or members of the
Investment club, with no outstanding obligation to the club.
c) Such application shall be vetted by the Executive Committee that shall make
a recommendation regarding the admission of the Applicant;
d) The decision to admit a new member shall solely be determined on the
premise of a majority vote by the Founder Members;
e) Such person so admitted as a member under (d) above shall only hold
temporary membership and shall enjoy no rights until he or she has fulfilled
the said his or her obligations as required of him or her to pay up the requisite
fees alluded to in Article 5(2)(b) of this constitution;
f) Only upon fulfillment of the obligations mentioned in Article 5(4)(e) will one
become a duly recognized member of the club.
5) Cessation and or termination of membership to a member shall be determined by or
shall occur when:-
a) The Member Voluntarily by formal writing delivered to the Chairperson and
copied to the Secretary elects to exit the club. Such a member shall be
 entitled to a reimbursement of ninety percent (90%) of their total savings and
profits as calculated to the date of the formal retirement/exit.
b) Consistently without justifiable cause as communicated to, and determined
by the Executive Committee defaults on; the stipulated monthly contributions
for three (3) consecutive months and OR;
his or her annual stipulated contributions by the end of the year at the time of
taking stock or balancing of the clubs books, that member’s contributions are
Policy on taking found to be less by an aggregated value of three months’ worth of
contributions.
out loans &
interest rate Such a member shall be entitled to a reimbursement of seventy percent (70%)
of their total savings and profits as at the date of exit.
c) The member fails to comply with and meet the ethical and disciplinary
Period from standards as set up by the Executive Committee. Such a member shall be
request of funds entitled to a reimbursement of ninety percent (90%) of their total savings and
to payments on profits.
exit d) Adjudged and declared by a court of law to be an undischarged bankrupt
during the subsistence of his membership.

Social shocks - e) Convicted for a crime whose sentence entails a custodial sentence exceeding
policy? six (6) months.
f) Dies. All members shall fill out a next of kin form to whom one hundred
percent (100%) of the deceased’s profits and savings shall be payable.

6. MANAGEMENT
1) There shall be an Executive Committee that shall serve as the steering body and top
management organ of the investment club and it shall be charged with conducting
the day to day business of the Investment club in line and conformity with the club’s
primary objectives as set out in this constitution.
2) The positions constituting the Executive Committee shall be determined by majority
vote of the members from time to time by the Annual General Meeting but shall
consist of the following positions:-
a) Chairperson,
b) Secretary,
c) Treasurer/Financial Supervisor,
d) Asset and Investment Manager(s)
e) Credit & Debt Collection Manager(s),
f) Welfare Manager(s),
g) Legal Advisor/Manager.
3) The Executive Committee shall at all material times be comprised of a two thirds
majority of the founding members;
 4) The Composition of the Executive Committee shall not exceed a total number of (9)
nine members and such composition shall only be varied by special resolution of a
majority vote of members present at the general meeting.

7. QUALIFICATION OF PERSONS TO THE EXECUTIVE COMMITTEE

A person(s) recommending, being appointed to and or applying for the positions in the
Executive Committee shall endeavor to check that such person being appointed,
recommended and or applying has or meets the following qualifications or requirements:-
a) The Person is a registered member of and is a fully paid up member of the Investment
club with no outstanding obligations to the club,
b) The person has attained the majority age or is above 18 years of age,
c) The Person is of sound mind,
d) The person can prove he or she is capable of exercising good judgment favor of and
in protecting the club’s interests,
e) The person is not a convicted of a crime,
f) The person demonstrates a high moral turpitude, and or holds such ethics, values,
and skill to execute the roles of the position being sought,
g) The person is of high integrity and moral standing within the investment club,
h) The Person must have a fixed place of abode within the area of operation,
i) The person must have been unanimously voted in and or voted in by majority of
members.
8. ELECTION AND TENURE OF OFFICE
1) A person(s) who qualifies to be appointed shall be appointed and or elected to the
position by majority vote of the founding members.
2) The members of the Executive Committee shall hold office for a singular renewable
term of one (1) year.
3) The members of the Executive Committee shall not hold the same office for more
than two (2) consecutive terms, except if such person is holding such a position that
is technically vital to the Club’s interests and such person is the most technically
qualified person to hold such position and is willing to continue holding such office.
4) Members of the Executive Committee shall be elected by majority of members
present and voting at the Annual general meeting.
 5) The procedure for election of successive Executive Committee members shall be
determined by the first General meeting and shall be incorporated into and read
together with this constitution.
6) Should a vacancy on the Executive Committee occur before the Annual general
meeting is held, the Executive Committee shall appoint a member of the investment
club who satisfies the qualifications to serve in that office to fill such vacancy until the
next general meeting.
7) An Executive Committee member’s term shall terminate and or may be removed from
office by ordinary resolution of members the investment club passed at a General
meeting when such person for the following reasons:-
a) Failure to attend three consecutive Executive Committee meetings without
good reason communicated in writing to the Chairperson;
b) Is deemed unfit to discharged or execute the duties of his office,
c) inability to perform the functions of his/her office;
d) Ceasing to hold membership qualification in the investment club according to
this constitution and any subsequent regulations/bylaws;
e) Being declared as a person of unsound mind;
f) Being declared insolvent according to the laws of Uganda;
g) Conviction of a crime involving fraud, dishonesty, corruption or violations of
morality;
h) Is presumed to have breached or fallen short of the requirements that
qualified the person for the appointment envisaged in Article 7 of this
constitution;
i) Any such other justifiable reason that is of grave and great concern to the
interests of club, and such concerns shall be subject to a fair hearing before
such termination is effected.
8) An Executive Committee member may otherwise voluntarily resign from the
Executive Committee by writing under their hand to the Chairperson of the Executive
Committee, and such resignation shall take effect immediately or at such time
communicated by such person(s);
a) Such resignation does not bar the resigning executive member from
continuing as a member of the investment club.
9. EXECUTIVE COMMITTEE MEETINGS
1) The committee shall hold meetings at least once every month to transact business of
the investment club.
 2) The Chairperson through the Secretary shall be at liberty to call any other meeting in
any given month if the exigencies of the club/circumstances so require.

3) The Chairperson shall preside at all meetings of the committee and in his/her
absence, such power shall lie with the sectary to chair the meeting and in the absence
of both the members present shall elect one of their numbers present to chair such
meeting in the capacity of Acting Chair.

4) The committee shall upon their induction into office make regulations and or standing
orders to govern the conduct of their meetings, such regulation may be ratified by the
members at the general assembly.

5) The members of the Committee may be paid such remuneration or allowances as is

fit for traveling, hotel and other expenses properly incurred by them in connection
with the business of the Investment club.

6) Five or a two thirds majority or more than half of the total numbers of elected persons
to the Executive Committee, where practical, shall form a quorum for the committee
meetings.

10. POWERS AND DUTIES OF EXECUTIVE COMMITTEE MEMBERS

1) The Committee shall have full power to conduct and manage the affairs of the
investment club.

2) The committee may appoint subcommittees for the performance of different functions
of the investment club. These committees at their expense, may co-opt non-members
with specialized knowledge to advise them as needed.

3) The committee shall present and prepare annual and or quarterly reports to its
members on the state of the club’s dealings in a given year.

4) Without prejudice to the generality of the foregoing provisions the Committee shall
have the power and responsibility to:-

a) Propose amendments, repeal or vary any bye-laws, regulations or guidelines

of the investment club for the proper conduct of the business of the
investment club. Such rules shall be approved by the Annual General
Meeting;
 b) Authorize the use of all forms, instruments and other documents which it may
deem necessary for the proper conduct of the business for the investment
club;
c) Shall provide for professional personnel to run the business of the investment
club and shall be at liberty whenever they find it necessary to engage the
professional and expert services of such persons as they shall require from
time to time.
d) The committee shall appoint such qualified person(s) to the positions that
shall be identified from time to time and deemed necessary to the club’s
objectives, and in making such appointments priority shall be given to
members of the club to hold such positions if so qualified or from among such
other persons as the committee may invite from the public and interview, upon
such remuneration and for such period and upon such other terms and
conditions as shall be suitable.
e) Make donations to any investment club, instructions, club or investment club
for purposes which the committee may consider to be deserving.
f) The committee shall see to it that the investment club participates in programs
that are deemed to add value to the club.
g) Shall prepare and keep a register of the members of the investment club for
the time being,
h) Shall cause minutes to be taken of every meeting of the investment club and
such minutes shall be prepared and sent to members to have the said
minutes confirmed and adopted as being true and correct by way of a vote,
i) The Chairperson shall sign committee meeting minutes upon the same being
adopted by the committee members as true record of the meeting that was
held and the same shall be conclusive,
j) Shall from time to time and on such terms as thinks fit, appoint other officers
or employees as may be expedient for the proper and efficient conduct of the
business and functions of the investment club,
k) May where practicable and under very exceptional circumstance as shall be
dictated by the committee regulations, shall cause minutes to be taken of
every meeting of the investment club and such minutes shall be signed by
the chairman of the meeting at which they are read and shall as between
members of the investment club be conclusive of the facts stated therein.

5) For the avoidance off doubt and for all intents and purposes, All acts properly done
by any member of the committee, shall not withstanding that it be afterwards
 discovered that there was some defect in the appointment of any such member or
person acting as aforesaid, or that they or any of them were disqualified at the time
of the act, such act shall be as valid as if every such person had been duly appointed
and was qualified to perform such act and had continued to be a committee member.
a) Without prejudice to the general position, such act may only become voidable
at the option of the Committee member or member if such act is deemed with
sufficient and just cause and proved to act against the interests of the club.
11. ROLE OF THE EXECUTIVE COMMITTEE MEMBERS
1) Chairperson.
a) The Chairperson shall oversee the general administration, supervision of and
management of investment club,
b) The Chairperson shall ensure that committee exercise its mandate as set out
in Article 10 of this constitution,
c) The Chairperson shall sign all correspondences for and on behalf of the club
in the execution of his or her duties
d) The Chairperson shall execute any other such roles, duties and assignments
that shall be assigned to him or her by the committee or the members at a
general meeting.
e) The Chairperson shall attending cooperate engagements such as meetings,
and any other such functions required to further interests of the club and shall
do solely or together with any other such member(s) he or she deems fit or
necessary.
2) Secretary.
a) The Secretary, shall in the absence of the Chairperson Deputizes.
b) The Secretary Shall be charged with the management, filing, record keeping,
and custody of any other such thing or document.
c) The secretary shall with the approval of the committee or chairperson put in
place such system to management the club’s record keeping, filing and
dissemination of information.
d) The secretary shall ensure that members are notified duly in time of any such
communique that shall arise from committee or its members.
e) The Secretary shall record, prepare, keep and present minutes to members
of the committee and or club members at a general meeting for ratification
and adoption as a true and correct record.
 f) The Secretary shall prepare and harmonies the agenda to be discussed at
the meetings.
g) The Secretary shall in the execution of his or her duties do so with due regard
to the best practices of corporate or other such secretaries.
h) The Secretary shall execute any other such roles, duties and assignments
that shall be assigned to him or her by the committee or the members at a
general meeting.
3) Treasurer / Financial Supervisor.
a) The Treasurer shall be a person with the requisite skill and competences in
the field of accounting, or such other relevant qualification.
b) The Treasurer shall be charged with collecting, monitoring, and ensuring that
members’ meet their financial obligations to the club.
c) The Treasure shall keep the requisite records and books of accounts for the
investment club in general and for each individual member.
d) The treasurer shall be charged with putting in place a seamless accounting
and auditing system of the club’s portfolio among others.
e) The Treasurer shall carry on his or her duties with due regard to the standard
practice of the profession and shall advise on the best practices to be adopted
in the management of club funds.
f) The Treasurer shall execute any other such roles, duties and assignments
that shall be assigned to him or her by the committee or the members at a
general meeting.
4) Asset and Investment Manager(s).
a) The Asset and Investment Manager(s) shall be charged with scouting
potential propositions and areas of investment and growing of member's
investment portfolio.
b) The Asset and Investment Manager(s) shall oversee the day to day
management and running of any such investment portfolio that the club may
have agreed to venture into.
c) The Asset and Investment Manager(s) shall be charged with giving periodic
reports of a quarterly annual nature as to the general performance of the
club’s investment portfolio.
d) The Asset and Investment Manager(s) shall be charged with monitoring the
Board of Trustees to the club’s property and shall report to the Chairperson
on the same.
 e) The Asset and Investment Manager(s) shall act as the club’s liaison to
different partners holding the club’s investments and properties.
f) The Asset and Investment Manager(s) shall execute any other such roles,
duties and assignments that shall be assigned to him or her by the committee
or the members at a general meeting.
5) Credit & Debt Collection Manager(s).
a) Such manager(s) shall with the approval of the committee ensure that a
proper system is put in place to facilitate the prompt tracking of the club’s
credit facilities and prompt collection of such debts that are due to the Club.
b) Such manager(s) shall with the aid of the legal advisor and or other committee
member make sure that proper and due diligence is conducted before the
dispatch of club funds to a member who applies for credit facilities.
c) Such manager(s) shall be charged with protecting the club’s interest when
execute his or her duties
d) Such manager(s) shall ensure that best practices are adhered to and adopted
with the necessary modification and approval of the committee or members,
in the execution of their duties.
e) The Credit and Debt Collection Manager(s) shall execute any other such
roles, duties and assignments that shall be assigned to him or her by the
committee or the members at a general meeting.
6) Welfare Manager(s).
a) The Welfare manager(s) shall be charged with ensuring the required logistics
are put in place to facilitate the club’s events, meetings, and or other such
activity that shall be duly ratified by members or the committee
b) The Manager(s) shall be charged with the planning, execution and orderly
procurement of the club’s logistics.
c) The Welfare Manager(s) shall execute any other such roles, duties and
assignments that shall be assigned to him or her by the committee or the
members at a general meeting.
7) Legal Advisor / Manager(s).
a) The Legal Manager shall be such person(s) duly appointed with the requisite
skills and competences required in the execution of his or her duties and shall
conform to best practices and the professional standards governing such
profession.
 b) The Legal Manager shall be charged with preparing, executing and
registering all such legal documentation that club shall require to foster its
agenda.
c) The Legal Manager shall ensure that he or she provides legal and practical
advisory to the committee member and to the club members, on such matter
that may arise with direct or indirect interests of the club.
d) The Legal Manager(s) shall be tasked with ensuring that there is strict
adherence of members to this constitution and its subsequent binding policy,
regulations, rules and or by laws regulating the club’s conduct of business.
e) The Legal Manager(s) shall be charged with legalizing such proposed
regulations, policies, rules and by laws for the use of the club’s members or
committee.
f) The Legal Manager(s) shall solely or together with the Chairperson or other
such committee member so appointed, oversee, guide, advise, support and
approve the credit and debt collection department activities.
g) The Legal Advisor shall execute any other such roles, duties and assignments
that shall be assigned to him or her by the committee or the members at a
general meeting.
12. BOARD OF TRUSTEES
1. There shall be a Board of Trustees duly appointed and authorized by the Executive
Committee and or approved by a two thirds majority vote of members at a general
meeting.
2. The Board of Trustees shall comprise of trustees who shall be individually or jointly
and severally vetted before appointed to the Board of Trustees.
3. The Board of Trustees shall be mandated to legally or Equitably hold any registerable
interest in the club’s property or such other thing that will be held in trust for and on
behalf of the members of this investment club.
4. The Board of trustees shall among others be required to meet a very high standard
of character, trust and Honesty among qualities before being appointed.
a) Article 7 of this Constitution shall be read together with the above provision
when appointing a board of Trustees.
5. The Board of Trustee shall be vetted and approved by the Executive Committee or a
two thirds majority members.
6. The Board of Trustees shall have the power to sue or be sued on the Club’s behalf
in the event such need arises.
 7. The Composition of the Board of Trustees shall at all times unless where
impracticable, have a two thirds majority of its members being founding members.
8. A Board of Trustees Member may be removed;
a) By Special resolution at the option of the two thirds majority vote of members
present at the general meeting, if found to be in gross breach of the Club’s
values, virtues, conduct, qualities, or other such just and sufficient cause,
b) At the recommendation of the Executive Committee,
c) If he or she dies,
d) If he or she voluntarily requests in writing, addressed to Executive Committee
through the Chairperson, to be relieved or released from such obligation.
e) Any such other valid reason found to be just and sufficient to the Executive
Committee or a two thirds Majority of members, shall deem fit in protecting
the interests of the club
13. GENERAL MEETINGS
1. The supreme authority of the investment club shall be the annual General meeting of
members which every fully paid up member has a right to attend and vote.
2. The Annual General meeting shall be held once every calendar year within three
months from the end of the national financial year and upon receipt of the Auditor’s
report where matters to be considered shall include:-
a) Considering and deliberating on Amendments to the Constitution, bye laws,
regulations and guidelines,
b) Considering reports, the balance sheet and audit report for the previous
financial year,
c) Elect members of the Executive Committee,
d) Elect and or Appoint members to the Board of Trustees
e) Appoint an auditor for the ensuing year,
f) Transact any other business communicated on the Notice of the meeting for
the AGM.
3. Every member of the investment club shall vote and attend in person. Proxies shall
not be allowed at any general meeting.
4. At least fourteen days’ notice annexed with a list of the business/matters to be
handled at the AGM shall always be availed to fully paid up members.
 5. Any one of the joint holders of share present at a meeting and qualified to vote may
vote at that meeting in respect of such share.
14. SPECIAL MEETINGS
1. A special General meeting of the investment club may be convened by the Executive
Committee at any time or upon receipt of demand for such a meeting signed by at
least one third of the fully paid up members and stating the reason for the meeting.

2. Should the Executive Committee fail to convene a requisitioned meeting thirty days
after such requisition, then the members with the requisite requirements as to notice,
quorum, or such other requirement, shall convene the meeting.
15. QUORUM AT THE ANNUAL GENERAL MEETING
1. As a general rule quorum shall be deemed to have been attained if at the time
appointed for such meeting the members present amount to a two thirds majority of
all members;
a) If the quorum cannot be achieved for reasons justifiable, the chair person
shall be at liberty to adjourn or hold the meeting if members present are more
than Half of the total number of members of the club.
b) The Chairperson, shall prior to the start of the meeting ensure that all the
members present at such meeting qualify to vote.
c) The above shall be the first rules applicable to holding of such meetings.
2. As an Exception, If the provisions of the general rule cannot be met within reasonable
time for sufficient and justifiable reasons, and the matters to be discussed are
deemed urgent to require special resolution or otherwise having been adjourned for
lack of quorum under the general rule above or if it is discovered that members with
an aim to frustrate the proceedings of such meeting have unreasonably and
unjustifiably withheld their attendance or without just cause have willfully neglected,
ignored, and or refused to attend such meeting,
a) Then half of the total members of the investment club present in person and
qualified to vote shall be a quorum for all purposes at the annual general
meeting or special General meeting.
3. If within half an hour from the time appointed for the meeting a quorum is not present,
the meeting if convened upon the requisition of members shall be dissolved; in any
other case it shall be adjourned for;
a) Thirty minutes (30) and the members present at the meeting, so adjourned
shall be a sufficient quorum.
16. VOTING
1. Only fully paid up and registered members of the club shall be entitled to vote on any
matter during any club meeting. Voting by proxy is prohibited.

2. Subject to, as aforesaid, every member so qualified who being an individual and
present in person, or being a cooperation or other legal entities present by a duly
appointed or designated representative at any general meeting, shall have one vote.

3. There shall be two systems of voting namely;

a. secret ballot
b. Raising of hands

4. And the mode chosen for a particular meeting shall depend on the issue being
discussed and as members shall agree.
17. FUNDS
1. The funds of the investment club shall be raised from and shall consist of:-
a) Members’ subscriptions and monthly contributions to the investment club
fund.
b) Loans, grants and advances made to the investment club in the course and
discharge of the objectives herein.
c) Reserve Funds; from each member’s minimum balance.
d) Retained profits, penalty fees and surpluses.
e) All such collections made by the Treasurer for and on behalf of the club.
2. All funds of the investment club that are not required for immediate use shall be
deposited with such banks, or shall be invested in very low risk invests as nominated
by the investment club members or recommended by the Executive committee.
18. RECEIPT
1. Every member shall be required to keep a reliable and verifiable record of his or her
deposits to the Club.
2. Every member of the investment club shall be provided with a monthly receipt on
presentation of a valid bank deposit slip or other such verifiable digital receipt of their
monthly contribution or such other record prescribed by the Executive Committee
from time to time signifying their membership and their contributions to the investment
club.
3. A receipt shall conform to the best practice rules regarding receipts and or be derived
from a format proposed by the Treasurer and approved by the Executive committee
as circumstances permit.
 4. When a member wishes to withdraw their membership, the member shall not be
entitled to any of the club’s funds.
5. A member losing or defacing the receipt or other record of payment to the investment
club may supply the member with a duplicate on the member furnishing the
investment club at their own expense. Such evidence regarding the loss and giving
such indemnity and paying such fee as the Executive Committee may require.
6. Loss of receipts shall always be reported to the investment club and failure to do shall
render the investment club not liable for any loss incurred thereby.
19. LIEN
The investment club shall have a first and paramount lien upon all monies in respect of the
fund standing to the credit of any member for his/her debts, liabilities and engagements to
and with the investment club and the Executive committee may at any time appropriate use
any such monies for the credit and reduction of debts and liabilities of that member and
thereafter no bonus shall be payable on any money so appropriated.
20. DEPOSITS
1. The investment club may from time to time as the Executive Committee may think fit,
receive deposits from members and on such conditions as the Executive Committee
may from time to time determine.
2. The deposit accounts shall be in the form of:-
a. Savings accounts
b. Fixed deposits or time deposits
c. Other types of accounts as shall be determined by Executive Committee from
time to time
3. The Executive Committee shall provide written regulations concerning the operation
of these accounts with particular reference to
a. Minimum deposits
b. Interest payments
c. Withdrawal rates and regulations
d. Lending of deposits to members
e. Penalties
f. Other charges
g. Any other matters connected therewith for the smooth and legal running of
the investment club.
 4. All account holders shall be provided with a document evidencing deposits/payments
and such record shall be deposited annually by members with the investment club at
its head office for inspection by the appointed auditors and at such time as the
Executive Committee may direct. However, on the resolution of the Executive
Committee, such documents shall be presented as and when demanded of the
members
21. GRANTS
1. The investment club may receive money required by it for meeting any of its
obligations or discharging any of its objectives under this constitution.
2. The investment club shall be at liberty to solicit for and to obtain grant from
government or any other bodies for the fulfilling of the objectives of the investment
club.
3. The investment club may give such security upon any of its assets for any loan as
the Executive Committee may from time to time consider expedient.
a) Notwithstanding the foregoing position, the Executive Committee resolution
to mortgage such property shall be subject to a special resolution passed at
a general meeting of members.
22. CREDIT
The investment club shall advance funds of the investment club to its members for purposes
in line with the club’s object in accordance with the Credit Policy/Guidelines of the club.
23. SURPLUS
1. The Executive Committee shall have power to pay out the surplus such dividends or
bonuses on the return on investment of the members and at such time as it considers
expedient and in accordance with what will be agreed upon and shall not exceed 10%
of the fully paid up capital.
2. Appropriations out of the surplus may be made to reserve funds or funds to meet a
contingency for equalization of bonuses or for repairing or maintaining any property
of the investment club or for any other purposes as the members may determine;
3. The Executive Committee may carry forward from year to year any surplus remaining
after making the payments or appropriations authorized by the rules;
4. No bonuses shall be paid otherwise than out of the accumulated reserve or surplus.

24. ACCOUNTS
1. The Executive Committee shall prepare books of accounts and prepare records in
relation thereto and keep at the registered office or at such place or places as the
 Executive Committee thinks fit and shall always be open to the inspection of the
members.
2. The Executive Committee shall prepare in respect of each financial year a full
statement of accounts, including a balance sheet, a statement of income and
expenditure and a statement of surplus or deficit and shall cause all statements to be
laid down in the General meeting with the auditor’s report.
3. The financial year of the investment club shall be from 1st July to 31st June.

25. AUDITORS
The Executive Committee shall arrange all books, accounts and the records of the investment
club to be audited within three months after the end of each financial year by an auditor or
auditors who should be members of a recognized accounting body duly appointed by the
investment club at their Annual General meeting.
26. LOGO & EMBLEM
The Investment club shall make a proviso for the creation the Club’s Logo and Emblem that
shall be affixed, printed or digitally represented on all official communiques, and such other
documentation or thing the Executive Committee shall deem fit, and the same shall where
necessary be registered for Trademark, intellectual and property rights protect.
27. SEAL& STAMP
a) The investment club shall have perpetual succession and a common seal/stamp
which shall be kept by the Secretary to the Executive Committee.
b) The application of the seal/stamp of the investment club on any document shall be
authenticated by the signature of at least three officials of the investment club who
shall include the Chairman and the Secretary of the Investment club.
28. INDEMNITY
Every Executive Committee member and any such other officers of the investment club shall
be indemnified out of the funds of the investment club against all liabilities incurred by them
in defending any proceedings whether civil or criminal in which judgment is given in their
favor or which they are acquitted or in connection with any application in which relief is
granted to them by the court.
29. FINES
Any member who contravenes the provisions in these by-laws shall be liable to pay a fine of
not less than Ug.Shs. 10,000 (Ten thousand only) only or such sum as the investment club
shall set from time to time.
30. DISPUTES
 Every dispute between the investment club and its members or persons claiming under or
on account of members shall be settled by the Executive Committee and upon failure to reach
amicable settlement may seek legal redress.
31. AMMENDMENTS
No new Article shall be made nor shall any of the Articles herein contained or hereafter made
be amended or rescinded except by a majority resolution passed at an Annual General
Meeting of the investment club duly convened and held. All additional rules made by the
Executive Committee shall always be ratified by the General meeting.
32. DISSOLUTION
The investment club may be dissolved in any of the modes that will be agreed upon by the
members.

We the several persons whose names and addressed appear hereunder have this _____________
day of _____________________20__________agree and subscribe to be bound by the foregoing
Articles in the Constitution and adopt them for the SBA INVESTMENT CLUB and we have
unanimously resolved to be registered as an investment club;

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