Protocol No:……………/2017

NOTARIAL DEED OF TRUST

CONSTITUTING

MANICALAND YOUTH AND CHILD CARE TRUST (MYCCT)

KNOW ALL MEN WHOM IT MAY CONCERN

THAT on this the 4th day of April in the year Two Thousand and Seventeen (2017),
Before me,
MISHECK MUGADZA
LEGAL PRACTITIONER AND NOTARY PUBLIC by lawful authority duly sworn and
admitted, residing and practising as such in HARARE, Zimbabwe, and in the presence of
the undersigned witnesses, personally came and appeared,

CORNWELL CHITSIDZO MUTOTE

(born 23rd February 1989)
2/… And
And
NYASHA MASTOCK

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 (born 7th March 1985)
(Hereinafter referred to as “the Founders”)

AND also personally came and appeared,

EVELYN NYASHA NGORIMA

(born 25th August 1988)

And

BRIAN TAWANDA KAHARI

(born 13th April 1985)

And

ULITA MABIKA

(born 7th November 1963)

(all of whom excluding the Founder being hereinafter referred to as “the Founding
Trustees”

AND THE SAID APPEARERS DECLARED THAT:

WHEREAS,

a) The Founder through a vision of ensuring financially self sustaining

vulnerable persons in society has, through, Manicaland Youth and Child
Care Trust (MYCCT) resolved to venture into businesses of various kinds
and other income generating and wealth creating initiatives for the benefit
of its members and their dependants, the Founder considers it desirable that
3/… a Trust
a Trust be established; and

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 (b) The Founder wishes to establish a Trust to be known as MANICALAND
YOUTH AND CHILD CARE TRUST.
(c) for the purposes of more fully, efficiently and effectively advancing and
carrying out the aims and objects hereinafter set out ; and
(d) The Founding Trustee has agreed to, and by act of this signature hereunder do
hereby, accept appointment as Trustee subject to the terms and conditions set
out hereinunder;

NOW THEREFORE THESE PRESENTS WITNESSETH THAT:-

1 FORMATION OF TRUST

A Trust known as MANICALAND YOUTH AND CHILD CARE TRUST

(MYCCT) (hereinafter in this Deed referred to as “the Trust”) is hereby founded
and established.

2 BENEFICIARIES

The Beneficiaries of the Trust shall be any orphan, youths, vulnerable children,
any persons, organization, association or cooperation, including any committee of
the Trust, which by majority of Trustees deem capable of benefiting from
activities of the Trust.

3 LEGAL STATUS

The Trust shall be an independent body and as such:

3.1 Its rights and obligations shall rest in it, independent of its Trustees;

3.2 It shall be a non-profit making organization and shall not distribute any of

4/… its

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 its profits or gains as profit or gains to any person or entity and shall as the
Trust fund be used solely for the objects for which the Trust has been
established;

3.3 The liabilities of the Trust shall be limited to its assets;

3.4 It shall enjoy perpetual succession and be capable in law of acquiring

property both movable and immovable in its own name and stead apart
and distinct from the Trustees;

4 VISION

It is the Trust’s vision to move towards a drug free generation and an empowered
nation with positive societal attitude towards orphans and vulnerable children.

5 MISSION

It is the Trust’s mission through a spirit of shared responsibility and advocacy to

ensure zero drug abuse and to improve the social, economic and physical
wellbeing of orphans and vulnerable children (OVC) in Zimbabwe.

6 VALUES AND PRINCIPLES

In the pursuit of its aims and objects, the Trust shall be highlighted by the
goodwill values and principles associated with the creation of a self sustaining
society that is industrious, innovative, progressive and accountable.

7 TRUST FUND

The Founder assisted by other stakeholders have managed to mobilize one

thousand United States Dollars (US$1 000) from well-wishers and such amount
shall constitute the Trust Fund together with any additions and accretions thereto
from any other sources whatsoever.

5/…8 OBJECTS

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8 OBJECTS OF THE TRUST

The Trust’s aims and objects shall be:

8.1 To enlighten children and youths against all forms of drug abuse through
awareness campaigns i schools, communities and churches;

8.2 To create an environment that is conducive, inspiring, cheering, safe and

adaptive to each individual child or yough who is need through eradiction
of drugs in society;

8.3 To offer our enthusiasm, compassionate nature and appitude for learning
and teaching children or youths in order to develop their attitude towards
drug abuse and also to teach their parents or guardians on how to identify
that their children are taking drugs;

8.4 To look for exciting and thrilling opportunities to work as children or

youth of Manicaland Youth and Child Care Trust for the nation at large in
creating a better and conducive society;

8.5 To raise funds, including through the Trust’s activities and any other
material support and to accept grants and donations (whether movable or
immovable property) and legacies and bequests, to be used in the
administration of the Trust;

8.6 To establish a network of partners who shall offer support to the Trust
financially, technically or otherwise;

8.7 To administer, manage, invest and expend the money and properties
belonging to the Trust and to do all such things as may be deemed to be
incidental or conducive to the purposes, objects and good administration

6/… of

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 of the Trust;

8.8 To purchase, own, sell, exchange, donate, lease or ire movable or

immovable property provided all assets sales shall be conducted through a
public auction or at the market value determined by an independent
professional valuer;

8.9 To open and conduct accounts with banks, building societies or any other
financial institution;

8.10 To sue or be sued in the name of the Trust;

8.11 To organize fundraising activities in any form from time to time;

8.12 To employ persons, if deemed necessary by the Trust, in full or part-time

service of the Trust upon such terms and conditions as the Trust may think
fit and to engage the services of advisors and consultants, professional,
technical and generally, to reimburse persons for expenditure incurred on
behalf of the Trust;

8.13 To carry out other lawful activities similar or related to the foregoing or
deemed by the Trustees to be furthering or conducive to the attainment of
the objectives of the Trust;

8.14 The income and property of the Trust from whatever source derived shall
be applied solely towards the promotions of the objectives of the Trust as
set forth in this Trust Deed or any objectives as the Trustees may deem
ancillary thereto;

8.15 To bring awareness of the widespread substance abuse to all communities,

schools and churches;

7/…8.16 To

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 8.16 To capacitate vulnerable populations through engaging them in income
generating projects;

8.17 To provide for physical needs of vulnerable populations through provision

of food items and clothing;

8.18 To disseminate information to the public about the activities and facilities
offered by the Trust;

8.19 To engage in any charitable, profit and non-profit making activities as

permitted under the provisions of Zimbabwean Laws.

9 APPOINTMENT AND TENURE OF THE BOARD OF TRUSTEES

The Founder hereby appoints the Founding Trustees as the first Trustees of the
Trust, which appointment shall be subject to the following terms and conditions:

9.1 There shall at all times be not less than five (5) and not more than nine (9)
Trustees, and these shall constitute and be called the Board of Trustees;

9.2 The Board of Trustees shall meet at least four times each year, that is to
say quarterly;

9. 3 In addition, the Board may appoint any other persons, for example experts
or professionals in any relevant specialization, to be members of the Board
of Trustees;

9.4 The Board of Trustees shall be the supreme governing body of the Trust
responsible particularly for advising, guiding and directing the Executive
Secretary in pursuit of policy, programmes and strategies adopted by the
Board of Trustees itself;

8/… 9.5 Any

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9.5 Any one of the Trustees shall ipso facto vacate office if:

9.5.1 He/she is adjudged insolvent or compounds with his/her

creditors;

9.5.2 He/she is convicted anywhere of theft, fraud, forgery,

uttering a fogged document, or perjury.
9.5.3 He/she is certified insane;
9.5.4 He/she resigns his/her office by notice in writing to the
other Trustees;
9.5.5 He/she is removed by any competent court for misconduct
from any office or Trust;
9.5.6 An order is made under any law disqualifying him/her from
acting as Trustee;
9.5.7 He is absent without leave of the Board of Trustees from an
Annual General Meeting or any three consecutive meetings
of the Board or is called upon to resign by a Resolution
adopted by at least two-thirds of the members of the Board
of Trustees;
9.6 Whenever a new individual assumes office anywhere and becomes
entitled in terms hereof to be ex officio member of the Board of Trustees,
the Executive Secretary shall formally invite such new officer to formerly
accept his or her membership of the Board, provided that the Patron shall
make the same invitation communication;
9.7 Where any ex officio member of the Board refuses or is for any reason
unable to actually become a member of the Board, the Board through the
Executive Secretary shall request the relevant organization to second their
own nominee;
9.8 During the continuance of any vacancy on the Board, the remaining
members shall have the authority to exercise all powers of the Board,
provided that this authority shall be limited to the power to appoint the
9/… number

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 number of persons necessary to raise a quorum where applicable.
9.9 The Trustees shall not be required to give security for the due and faithful
administration of the assets of the Trust and for the due discharge of their
trust, and any Master of the High Court or any corresponding or like
officer or officials having jurisdiction are hereby directed to dispense with
such security.

10 POWERS OF THE BOARD OF TRUSTEES

The Board shall have the power to conduct and manage the affairs and assets of
the Trust, to do everything in the Board’s discretion with full power and authority
to do all such things and take all such steps as may appear to be necessary,
desirable or incidental to the due and proper administration of the Trust hereby
constituted, including the following specific powers:

a) To delegate to the Executive Secretary the powers of the Board of

Trustees as may be deemed necessary or desirable by the board of
Trustees, including such powers as:-

i) To employ suitable staff for the management,

administration and implementation of the objects and aims
of the Trust;

ii) To invest any capital amount received as well as the

income thereon which may not be immediately required for
the purposes of the Trust in such manner as they may think
fit and to realize, vary, transpose any securities, assets,
investments and property from time to time and such times
as they in their sole discretion determine or consider to be
in the best interest of the trust;

10/… iii) To

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iii) To pay all expenses incurred in connection with the
formation and administration of the Trust as well as in the
acquisition, construction, maintenance and or improvement
of any Trust property;

iv) To appoint an agent or agents to represent them for any

specific purpose, including the power to employ
accountants, legal practitioners and other professional
persons for any specific purposes and to remunerate such
persons at the usual professional or business rates;

v) To take action in relevant courts of law for the recovery of

any amounts due to the trust or compel the fulfillment of
obligations in its favour and defend any proceedings that
may be instituted against the Trust;

vi) To allow time for payment of debts to the Trust and to

compromise claims by the Trust in their discretion;

vii) To open and manage any bank or building society accounts

for the Trust;

viii) To exercise or cause to be exercised such further powers,

including the right to take out insurance as they in their sole
discretion may consider necessary to carry out the objects
of the Trust in this respect. The Trustees are hereby
exempted from any personal liability for losses that the
Trust may suffer as a result of the bona fide exercise of any
of their powers in terms hereof;

11/… ix) To

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 ix) To purchase, sell, obtain or mortgage, let and hire any
movable or immovable property in the customary form for
such purposes and in such manner as they may consider to
be in the interest of the Trust;

x) To exercise or cause to be exercised such powers and

authority as the Trustees in their sole discretion may
consider necessary to carry out the objectives of the Trust;

b) Through the Executive Secretary, receive donations and requests

from donors in Zimbabwe, and donations or grants made by
international donors or from any source whatsoever in favour of
the Trust, and generally to administer the same and ensure action
or implementation of the aims and objects of the Trust, subject to
the terms thereof and to such conditions as may be imposed by the
donors or other persons, provided that such conditions are not
inconsistent with the objects espoused in this Deed;
c) In furtherance of the foregoing objects and powers, the Trust may
confer powers to the Executive Secretary to carry out the
following:-

i) To organize conferences, lectures, seminars, workshops

and study tours and finance or contribute to the cost
thereof;

ii) To print and publish or make grants for the purpose of

printing and publishing journals, newspapers, periodicals,
leaflets or other literature or promotion material for the
purposes of advancing the vision, mission and objects of
the Trust;

12/… iii) To

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 iii) To make loans or grants of money, books, apparatus or
other equipment;

iv) To establish and support or aid in the establishment and

support of any association or institution and to subscribe or
guarantee money for such purposes as may, in the
discretion of the Trustees, further the Trust’s objects;

v) To associate, affiliate or cooperate with any one or more

private voluntary associations or institutions or any
organized body and to subscribe or guarantee money for
such purposes in any way connected with the purposes, of
the Trust or calculated to further its objects;
vi) To accept and apply legacies and gifts of money or other
property whether subject to any special trust or not and
loans of money, either with or without security, or give
financial assistance by way of donations or subscription or
otherwise to any association or other private voluntary
body not carrying on business for profit, for use for the
purposes permitted by or similar to the objects of the Trust
only;

vii) To acquire from any responsible authorities in Zimbabwe,

or elsewhere, any concessions, grants, decrees, rights,
powers, and privileges whatsoever which may seem
necessary or desirable for the due and proper execution of
the mandate of the Trust as herein espoused.

11 ANNUAL GENERAL MEETING

In addition to the regulations provided hereinafter for the holding and conduct
thereof and the procedure thereat, an Annual General Meeting shall;
13/… a) Be

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 a) Be held once in every calendar year, but not more than three (3) months after
the end of the preceding financial year, on such date and at such time and
place as may be determined by the Chairperson;
b) Be convened by proper notice given to all Board members at least twenty one
(21) working days prior to the holding of each Annual General Meeting;
c) A copy of the relevant Balance Sheet shall be posted to each member at least
fourteen (14) days prior to the holding of each Annual General Meeting;
d) The Chairperson and or the Board of Trustees, in the interest of the Trust,
shall have the power to invite visitors, guests or other persons to attend the
Annual General Meeting but the persons so invited may speak only at the
invitation of the Chairperson and shall not vote;

12 THE BUSINESS OF AN ANNUAL GENERAL MEETING

The business of an Annual General Meeting shall include:-

a) The election of Board Members as contemplated in clause 9.4 hereof;

b) The consideration of the Executive Secretary and Finance Officer’s Annual
reports as well as the Auditor’s report;
c) The approval and adoption of the Income and Expenditure Account and the
Balance Sheet of the Trust for the preceding financial year;
d) The appointment of auditors for the ensuing year as may be provided for in
any Financial and Administrative Procedures Manual of the Trust if any;
e) The consideration of such business, relevant to the affairs of the Trust, of
which due notice has been given.

13 SPECIAL OR OTHER MEETINGS

Notwithstanding anything herein contained or implied to the contrary, the
Chairperson may convene a meeting of the Trust on such notice and for such

14/… purpose

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 purpose and upon such conditions as the circumstances may require, provided
that no business which should be transacted at a General Meeting shall be
otherwise transacted.

14 GENERAL MEETINGS NOTICES

Notice specifying the place, the day and time of every General Meeting and the
general nature of the business shall be given in writing in the manner hereinafter
prescribed or in such other manner as may be prescribed by the Board, by the
Chairperson to those persons and members entitled to receive such notice. Non-
receipt of the notice by any person or member shall not invalidate the proceeding
of any meeting. Notice may be given either personally or by sending through the
post, email or fax to him or her to the address supplied by him/her. Where a
notice is sent by fax or e-mail service the notice shall be deemed to have been
effected on the date of faxing or e-mailing the letter containing the notice; in the
case of using the post, service shall be deemed effected on the eighth working day
after posting. Notice shall be exclusive of the day on which it is served or
deemed to have been served.

15 VOTING

Voting at an Annual General Meeting shall be:-

a) In the case of the election of Board Members in terms of clause 9.4 hereof, by
ballot of the Board members present;
b) Each Board member shall be entitled to vote once only except that the
Chairperson shall have, in addition to his/her deliberate vote, a casting vote in
case of equality of votes;
c) Except as may be otherwise herein provided, any question put to a General
Meeting shall be decided by consensus or, failing that, a majority vote of
those Board members present.
15/… 16 QUORUM

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16 QUORUM

a) A quorum shall be constituted at least six (6) Board members who are
personally present at any such meeting;

b) If, within fifteen (15) minutes from the time appointed for the meeting, a
quorum is not present, the Board members present shall transact business
subject to ratification by a duly constituted Board at the next meeting.

17 MANAGEMENT TEAM

17.1 The day to day management of the Trust shall fall under the Management
Team which shall consist of:-

17.1.1 The Executive Secretary;

17.1.2 The Executive Secretary’s Assistant;

17.1.3 The Public Relations Officer;

17.1.4 The Finance Officer;

17.2 The Management Team shall assist the Executive Secretary in such
management, provided that the Finance Officer’s independence shall
prevail in the preparation and presentation of the latter’s financial Reports
contemplated in this deed;
17.3 The Executive Secretary shall ensure judicious execution by his or her
Committee and all Trust Board Members and staff of their mandates in
pursuit of the objectives of the Trust;

17.4 The Executive Secretary shall ensure ethical conduct by all Trust Board
Members and staff in the course of the Trust carrying out its mandate;

16/… 17.5 The

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 17.5 The Executive Secretary shall with the assistance of two other members,
hear, decide and ensure proper conduct and discipline among staff in terms
of any applicable codes or rules of conduct, provided that no contrary
provisions are stipulated in any such applicable code;

17.6 Members of the Management Committee shall serve a two year term of
office, or any other period approved by the Board, renewable subject to
satisfactory performance and availability of funds;

17.7 The quorum for Management Committee meetings shall be half of its
members at any one time;

17.8 The Management Committee shall meet at least once every month;

17.9 Meetings of the Management Committee shall be chaired by the Executive

Secretary and in cases of contention, the Executive Secretary’s discretion
shall prevail.

18 APPLICATION OF INCOME AND PROPERTY

The income and property of the Trust whence-so-ever derived shall be applied
solely for the promotion of the objects of the Trust as set hereinunder before and
no portion thereof shall be paid or transferred, directly or indirectly, by way of
dividend, bonus or otherwise however, by way of profit to any member of the
Trust, provided that nothing herein contained shall prevent the payment in good
faith of salary remuneration for services actually rendered by any officer or
servant or employee of the Trust, or by any person of whose services the Trust
may make in any capacity whatsoever.

19 ACCOUNTS AND AUDITING

19.1 The financial year of the Trust shall end on the 30th September of each and

17/… every

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 every succeeding year;

19.2 The Finance Officer shall be responsible for maintaining a complete set of
financial records to ensure the disclosure of as true and full a financial
position of the Trust at any time as is possible;

19.3 The Finance Officer and the Executive Secretary shall cooperate with
auditors appointed by the Board such that they will have free access to
financial and any other records they may need in order to execute the audit
in a manner they deem professionally fit;

20 RECORDS

Adequate records of all proceedings of the Trust shall be properly made and
maintained and all such records and other documents relating to the affairs of the
Trust shall be kept in safe custody.

21 INDEMNITY

a) All acts done in the bona fide implementation of resolutions passed in

accordance with powers and authority derived from the Board of Trustees,
committees or subcommittee shall, notwithstanding that it be subsequently

discovered that there was a defect in the appointment thereof or in the

election or incorporation of any person serving thereon, be as valid as if the
Board of Trustees or other committee or sub committee concerned had been
properly appointed and each member there qualified and entitled to serve
thereon.

b) Each member of the Board of Trustees or any committee or subcommittee

and every officer or servant for the time being of the Trust, acting in relation
of the affairs of the Trust, shall be and is hereby indemnified against all costs,
18/… losses

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 losses and expenses, damage and consequence of any action bona fide
undertaken, which he/she may incur or become liable for or in any way in the
bona fide execution of his/her office unless the same shall have been incurred
or occasioned by his/her own negligence or dishonesty. No such member,
officer or servant shall be personally liable for any act or default except where
the same has occurred as a result of his own negligence or dishonesty.

22 SETTLEMENT OF DISPUTES

In the event of any dispute arising in regard to the interpretation of or in regard to

any other matter arising from this Trust Deed (but excluding any matter which by
term of this Deed may be left to the discretionary powers of individual Trustees or
officer(s) ), the matter in dispute shall be decided by Board consensus or, failing
that, by Board majority who shall have the right to refer the matter to the
Arbitrator
whose decision shall be final.

23 TRUSTEES CHARGES

The Trustees shall be entitled to charge a fee for their services at such rate as is
normal and usual in the administration of a Trust, and any Trustee who performs a
service in a professional capacity in connection with the administration of the
Trust shall be entitled to his normal professional fees therefore provided that the
service would have been approved by the Board.

24 WINDING UP

241 The decision to wind up or dissolve the Trust shall be made only by a
special resolution to that effect passed by four fifths (4/5) majority of

19/… those

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 those members personally present at a Special Meeting of the Trust
convened specifically for that purpose of which not less than twenty eight
(28) working days notice shall have been given, setting out the terms of
the proposed resolution and reasons thereof;

24.2 In the event of the Trust being wound up for any reason, then, the Trust
shall, if necessary, sell sufficient movable and immovable property to
meet the liabilities of the Trust and the remaining property shall be applied
in satisfying all liabilities of the Trust and all conditional donations shall
be dealt with in accordance with the conditions and agreed upon by no less
than three quarters (3/4) of current Trustees at such time, the objectives of
this Trust being decisive in that regard;
24.3 In the event of the Trust being wound up or dissolved, there shall be no
liability attached to the trustees.

25 CASUS OMMISSUS

In the event of any casus ommissus in this deed, or in the event of any doubt
arising as to the interpretation of its terms, the Trustees shall decide as they may
think proper and such decision shall be binding on the Trustees, and any Claimant
as well as any other person or association, institution or organization affected by
such decision.

26 ALTERATION OF THIS TRUST DEED

The objects or powers of the Trust and definition of the Beneficiary herein
contained are fundamental to the creation of this Trust and they are therefore
entrenched so that they may not be amended under any circumstances except for
the purpose and with effect of furthering the current objects or powers. Save for
the foregoing, however, notwithstanding anything to the contrary in this Deed

20/… expresses

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 expressed or implied, this Deed may be varied, amended or added to by an
affirmative resolution of majority votes of all of the then current Trustees at a
meeting at which there is quorum and the Founder and Commission of Taxes in
Zimbabwe.

THUS DONE AND EXECUTED by the Founder and the Founding Trustees on the day,
month and year first aforementioned in the presence of the subscribing witnesses and of
me, the said Notary Public:

AS WITNESSES

1……………………………………………

…………………………………………….
CORNWELL CHITSIDZO MUTOTE
(FOUNDER)
2……………………………………………

AS WITNESSES

1……………………………………………

…………………………………………….
NYASHA MASTOCK
(FOUNDER)
2……………………………………………

AS WITNESSES

1……………………………………………
……………………………………………
EVELYN NYASHA NGORIMA
(TRUSTEE)
2……………………………………………

AS WITNESSES

1…………………………………………….
……………………………………………
BRIAN TAWANDA KAHARI
(TRUSTEE)

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2…………………………………………….
21/… AS

AS WITNESSES

1…………………………………………….
……………………………………………
ULITA MABIKA
(TRUSTEE)
2……………………………………………..

Before Me:……………………………….
NOTARY PUBLIC

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