THE REPUBLIC OF UGANDA

CONSTITUTION & BYE-LAWS OF

BANAMUKOZI INVESTMENT CLUB (BIC)

DRAWN & FILED BY:

M/S TUMUSIIME IRUMBA & CO. ADVOCATES
P.O.BOX 4616 KLA
 THE REPUBLIC OF UGANDA

THE CONSTITUTION OF BANAMUKOZI INVESTMENT CLUB (BIC)

1. NAME
The name of the club shall be BANAMUKOZI INVESTMENT CLUB (BIC)

2. OFFICE
The registered office of the club shall be situated in Kampala and shall have branches as
designated from time to time

3. The registered postal address of the club shall be P.O.BOX 21004 Kampala.

4. OBJECTIVES
The objects for which the club is established shall be:-

a) To mobilize savings from its members by way of monthly contribution to the investment
club fund and to encourage members to raise funds for savings in every possible way.
b) To advance loans to members for productive purposes and to charge interest thereon at
such rates and such terms as shall be agreed on from time to time and as laid out in these
bye laws.
c) To carry on, develop and improve any trade business whether 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.
d) To invest the club funds in such ways as are financially profitable be it in buildings and
other related ventures and for this matter to engage in property and estate development,
habitat, environment and real property development and to deal with other housing and
development concerns in Uganda.
e) For the realization of the above objectives the club may do all acts and things permissible
under regulations there under these bye-laws or any enactment of Parliament.
f) Political interference shall be kept out of the investment club but members of all political
leanings can be members if they fulfill the required qualifications for membership.
g) To do all such other things as are incidental or conducive to the attainment of the
investment club objects or any of them or the performance of its functions.

5. OPERATIONS
The investment club’s area of operation shall be in East Africa neither shall its operations be
limited except as herein provided
6. MEMBERSHIP
a) Membership in the club shall be open to people as provided here under:-
1) Any person who has attained 18 years of age.
2) Any person who is resident within or is in occupation of land within the
investment club’s area of operation.
3) Any person with a high moral standing and has not been charged and convicted
under any law in Uganda or elsewhere.
4) Any investment club incorporated under the Laws of Uganda with noble
objectives or an unincorporated body of persons with permission from the
members.
b) All applicants for membership shall;
1) Make an application for admission giving their names, address and other
particulars as specified in the application form.
2) They shall be seconded and affirmed by at least two existing and fully paid up
members of the investment club. This provision shall not apply to the founder
members.

c) Membership shall cease when a member;

1) Dies
2) Is expelled from the investment club by the Annual General Meeting.
3) Is declared an undischarged bankrupt i.e. 6 months without paying in the monthly
savings. If a member does not pay his savings for 3 months then an extra 10,000/=
will be added on each month in arrears from month one to the 6th month and if on
the 1st day of the 7th month the member has not cleared all savings in arrears, then
he will exit BIC
4) Is declared criminal under the Law
5) As stipulated under the BI- laws

7. MANAGEMENT
There shall be an Executive Committee which shall be the controlling authority of the
investment club and shall conduct the day to day business of the Investment club Such
Committee shall not exceed nine people but shall consist of the following:-

1. The chairman,
2. The Vice-chairman
3. Treasurer
4. Assistant Treasurer
5. Secretary
 6. Assistant Secretary
7. Investment officer
8. Assistant Investment officer
9. Chief whip

8. QUALIFICATIONS FOR THE COMMITTEE

a) The persons elected to the committee shall be people with the following qualifications:-

1) Above eighteen years old

2) A fully registered member of the investment club
3) Of sound mind
4) Not convicted of a crime involving moral turpitude
5) Not in debt to the investment club other than in respect of savings or a loan
lawfully acquired.
6) Of high integrity and moral standing within investment club
7) With a fixed place of abode within the area of operation

b) No person shall be appointed or be a member of the committee who is a person

convicted of any offence involving fraud or dishonesty or otherwise declared insolvent
or bankrupt under any law in force in Uganda.

9. FUNDS
a) The funds of the investment club shall be raised from and shall consist of:-
1. Members’ monthly contributions starting from UGX 60,000 (Uganda shillings
Sixty thousand shillings) to the investment club fund.
2. Membership renewal of UGX 100,000 (Uganda shillings: One hundred thousand in
the first month of the year) paid by each member in the first week of the financial
year of the club.
3. Loans, grants and advances made to the investment club in the course and
discharge of the objectives herein.
4. Reserve Funds.

b) All funds of the investment club that are not required for immediate use shall be
deposited in a Commercial bank nominated by the investment club members or
otherwise as the law may direct.

9.1 RECEIPT
a) Every member of the investment club shall be availed with a monthly receipt on
presentation of a valid bank deposit slip of their monthly contribution or such other
record prescribed by the committee from time to time signifying their membership and
 their contributions to the investment club. A receipt shall be in Form appended to these
rules or in a form as near thereto as circumstances permit.
b) When a member wishes to withdraw their membership, they shall be reimbursed a
percentage of their savings as stipulated in the clubs By-laws
c) 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 committee may require.
d) Loss of receipts shall always be reported to the investment club and failure to do so
shall render the investment club not liable for any loss incurred thereby.

10. LIEN
a) 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 committee may at any time
appropriate 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.

11. DEPOSITS
a) The investment club may from time to time as the Committee may think fit, receive
deposits from members and on such conditions as the committee may from time to time
determine.
The deposit accounts shall be in the form of:-
1. Savings accounts
2. Fixed deposits or time deposits
3. Other types of accounts as shall be determined by management from time to time
b) The committee shall provide written regulations concerning the operation of these
accounts with particular reference to
1. Minimum deposits
2. Interest payments
3. Withdrawal rates and regulations
4. Lending of deposits to members
5. Penalties
6. Other charges
7. Any other matters connected therewith for the smooth and legal running of the
investment club.

c) All account holders shall be provided with a document evidencing that they are holders
of such accounts 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 Committee may direct.

12. GRANTS
a) The investment club may receive money on loan required by it for meeting any of its
obligations or discharging any of its functions under these rules.
b) The investment club may give such security upon any of its assets for any loan as the
Committee may from time to time consider expedient.
c) 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.

13. LOANS
The investment club shall make advances of the funds of the investment club to its members
on condition that:-

1. There shall be an interest payable on the amounts advanced chargeable in

accordance with the prevailing economic conditions.
2. The amount to lent shall not exceed two times the value of contribution held on the
members account
3. The purpose of the loan shall always be disclosed with attendant feasibility study
and or development plans.
4. Security for the repayment of the loan shall be provided by the member.

14. SURPLUS

a) The 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 the percentages shall be as agreed by the members

b) 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;
c) The committee may carry forward from year to year any surplus remaining after
making the payments or appropriations authorized by the rules;
d) No bonuses shall be paid otherwise than out of the accumulated reserve or surplus.

15. EXECUTIVE COMMITTEE MEETINGS

a) The committee shall hold regular meetings at least once every month to transact business
of the investment club provided the Chairman through the Secretary is at liberty to call
any other meeting if the need so arise.
 b) The chairman shall preside at all meetings of the committee and in his absence the Vice-
Chairman. In their absence the members present may elect one of their members to chair
the meeting.
c) The committee shall upon formulation make standing orders to regulate the conduct of
their meetings which shall be approved by the general meeting.
d) 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 attending and
returning from meetings of the investment club or any meeting of the committee or in
connection with the business of the Investment club.
e) Five people will form a quorum for the committee meetings.

15.1 Election of the Executive Committee

a) Members of the committee shall be elected and suspended or removed only by a

majority of members present and voting at a general meeting.
b) The procedure for election of successive Committee members shall be determined by the
first General meeting and shall be incorporated in these provisions to be read together
with as part of these rules.
c) The Committee shall hold office for one year but retiring members shall be eligible for
re-election.
d) Should a vacancy on the Committee occur before the general meeting is held the
Committee shall co-opt a member of the investment club who fulfils the qualifications
herein to fill such vacancy until the next general meeting?
e) A member of the Committee may be removed from office by ordinary resolution of the
investment club passed at a General meeting for inability to perform the functions of
their office or any other sufficient cause including:-

I. Ceasing to hold membership qualification according to these Bye Laws.

II. Failure to attend three consecutive Committee meetings without assigning good
reason therefore.
III. Being a person of unsound mind.

f) A Committee member may otherwise resign from the Committee by writing under their
hand to the chairman but resignation does not of itself bar the resigning member from
continuing as a member of the investment club.

16. POWERS AND DUTIES OF COMMITTEE MEMBERS

 1. The Committee shall have full power to conduct and manage the affairs of the
investment club in all things according to their discretion and subject only to the
provisions of these rules.

2. The executive committee may appoint subcommittees/technical committees for the

performance of different functions of the investment club including but not limited to;

I. Finance and administration.

II. Membership and mobilization.
III. Credit
IV. These committees may co-opt nonmembers with specialized knowledge to
advise them as needed.

3. Without prejudice to the generality of the foregoing provisions the Committee shall
have power to:-

I. Make, repeal or vary these bye-laws for the proper conduct of the business of the
investment club provided that such rules shall be approved by the Annual General
Meeting and ratified by the Registrar of Documents.
II. 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;
III. Make regulations for the conduct of its own meetings.

IV. Shall provide for professional personnel to run the businesses 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.
V. The Committee shall appoint such qualified persons to the positions of, Secretary
General Manager, operations Manager an Administration Manager, Accountants,
Cashiers and Clerical staff from amongst the members of the investment club 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 to the committee be suitable.
VI. Make donations to any investment club, instructions, club or investment club for
purposes which the committee may consider to be deserving.
VII. The Committee shall see to it that the investment club participates in programs that
are deemed to add value to the club.
VIII. Shall prepare and keep a register of the members of the investment club for the
time being.
 IX. Shall cause minutes to be taken of every meeting of the investment club and such
minutes shall be signed by the chairman and secretary of the meeting at which they
are read and shall as according to members of the investment club be conclusive of
the facts stated therein.
X. 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.
XI. All acts 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, shall be as valid as if every such person had been duly appointed and
was qualified and had continued to be a Committee member.

(a) HONORARY MEMBER

The club shall by a unanimous vote appoint an honorary member who shall be a person
of outstanding achievements and character to inspire and motivate the club to success.

17. GENERAL MEETING

a) The supreme authority of the investment club shall be the Annual General Meeting of
members at which every fully paid up member has a right to attend and to vote.

b) The Annual General Meeting shall be held once every calendar year at least within
three months from the end of the financial year and upon receipt of the Auditor’s report
where matters shall be considered including:-
1. Considering amendments
2. Consider reports and the balance sheet and audit report for the previous year.
3. Elect members of the Committee
4. Appoint an auditor for the ensuing year
5. Transact any other business

c) Every member of the investment club shall vote in person and proxies shall not be
allowed at any general meeting.
d) At least fourteen days’ notice with a list of the business to be handled shall always be
given to fully paid up members before a general meeting can be held.
e) 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.

18. SPECIAL MEETINGS

 A special General meeting of the investment club may be convened by the 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. Should the Committee fail
to convene a requisitioned meeting thirty days after such requisition then the members
shall convene the meeting.
19. QUORUM OF THE ANNUAL GENERAL MEETING

a) One quarter of the total members of the investment club present in person and
qualified to vote shall be a quorum for all purposes ay any annual general meeting or
special General meeting.
b) 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 thirty minutes (30) and the members
present at the meeting, so adjourned shall be a sufficient quorum.
c) The chairman of the Committee shall be chairman of all meetings and in his absence
the Vice chairman and in their absence any other person elected by a majority of
those present shall preside as chairman for a particular one meeting.

20. VOTING

a) No member shall be entitled to vote at any general meeting unless she has continued
to be a fully paid up member and every member not so qualified shall not be
summoned to any such meeting.
b) Subject as aforesaid, every member so qualified who being an individual and present
in person, or being cooperation or other legal entities present by a duly appointed or
designated representative at any general meeting, shall have one vote.
c) There shall be three systems of voting namely;
1. secret ballot
2. lining
3. Raising of hands
And the mode chosen for a particular meeting shall depend on the issue being
discussed and as members shall agree.

d) Minors shall not be eligible to vote at any meeting of the investment club

21. ACCOUNTS

a) The treasurer 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 Committee thinks fit
and shall always be open to the inspection of the members.
 b) The treasurer 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 auditor’s report.
c) The financial year of the investment club shall be from 1st January to 31st December.

22. AUDITORS

The 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.

23. SEAL /STAMP

a) The investment club shall have perpetual succession and a common seal/stamp which
shall be kept by the Secretary to the 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 General Manager of the investment club.

24. INDEMNITY

Every executive Committee member and 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.

25. FINES

Any member who contravenes the provisions in these byelaws shall be liable to pay a
fine of Shs.5,000 (Five thousand shillings) only or such sum as the Investment club shall
set from time to time.

26. 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.
 27. AMENDMENTS

No new rule shall be made nor shall any of the rules herein contained or hereafter made
be amended or rescinded except by a resolution passed at an Annual General Meeting of
the investment club duly convened and held. All additional rules made by the committee
shall always be ratified by the General meeting.

28. DISSOLUTION

The investment club may be dissolved in any of the modes that will be agreed upon by
the members.

BYE-LAWS OF BANAMUKOZI INVESTMENT CLUB (BIC)

1.0 OBJECTIVES OF BIC

1.1 The objectives for which the Investment club is established are to organize and promote the
welfare and economic interest of its members in accordance with the following co-operative
values and principles.

1.2 IN PARTICULAR, THE INVESTMENT CLUB SHALL UNDERTAKE:

a) To promote thrift among its members by affording them an opportunity to accumulate savings
and deposits and thereby create a source of funds from which loans can be made to them
exclusively for provident and productive purposes, at fair and reasonable rates of interest;
thereby enabling them to use and control their money for their mutual benefit..
b) To ensure personal growth through the introduction of new products and services
that will promote the economic base of the members.
c) To ensure progress of members and society through continuous education
programs on proper use of credit, reduction of poverty, human dignity and co-
operation
d) To apply the co-operative principle of cooperation among members in order to promote
members’ interest. In furtherance to the objects of the Investment club shall affiliate to the
relevant National bodies.

1.3 For the attainment of the above objects, the Investment club may do acts and things that are
permissible under the Act, Rules and these by-laws including but not limited to acquire property
and chattels and doing all such other things as are incidental or consequential to the economic
enhancement of its members interests provided such act is approved by the members in a general
meeting

2.0 INVESTMENT CLUB PRINCIPLES AND VALUES

The Investment club shall act in accordance with the following cooperative principles and
relevant values:

PRINCIPLES

(a) Voluntary membership

The Investment club shall always be guided by the principle of voluntary and open membership
in its member recruitment drives without political, ethnic, religious, gender or social
discrimination
(b) Democratic member control
The Investment club will be fully controlled by members who will have equal voting rights on
the basis of one member one vote
(c)Economic participation by members
Members shall contribute equitably to the capital of the club and share in the results of its
operations
(d) Autonomy and independence;
The Investment club shall operate on mutually acceptable terms with its stakeholders who will
ensure its autonomy and independence.
(e) Education, training and information
The Investment club shall foster reciprocal, ongoing education programmes for members,
leaders, staff and the community so that they can teach and learn from each other or from the
appropriate resource persons in understanding and carrying out their respective roles
(f) Cooperation among members/societies
In order to better serve the interests of the members and the community, the Investment club
shall actively cooperate with other cooperatives locally, regionally, nationally and internationally
(g) Concern for community in general
The Investment club shall show concern to the community in which it exists and operates

VALUES
The values shall be self-help, mutual responsibility, equality and equity. It shall practice honesty,
openness and social responsibility in all its activities

3.0 MEMBERSHIP

The membership shall consist of: -

(a) Original members who signed the application for registration

(b) New members subsequently admitted in accordance with these by-laws;
3.1 QUALIFICATION FOR MEMBERSHIP

A person who possesses the following qualification shall be eligible for membership:-

(a) Has attained the age of 18 years

(b) Is of good character and sound mind
(c) Pays the entrance fee and share capital as prescribed in these By-Laws
(d) Provided that no member shall belong to more than one Investment club having similar
objectives
3.2 APPLICATION FOR MEMBERSHIP
Every applicant for membership shall complete an “application for membership” form. This
form shall be drawn to show all the information required for the purpose of registration of
members

4.0 RIGHTS OF MEMBERS

A member of the club shall have the rights to:
1 Attend and participate in decision making at all general meetings of the club and vote
2 Be elected to organs of the club, subject to these by-laws
3 Enjoy the use of all the facilities and services of the club subject to the society’s by-laws
4 All legitimate information relating to the club, including, internal regulations, registers,
minutes of general meeting and supervisory committees reports, annual accounts, inventories and
investigations reports at the club’s registered office

5.0 OBLIGATIONS OF MEMBERS

A member of the club shall have the obligation to:
a) Observe and comply with all the club’s by-laws and decision taken by the relevant organs of
the club
b) Buy and pay up for shares or make any other regular payments provided for in these by-laws
c) Meet the debt of the club in case of insolvency in accordance with the provision of the Act and
these by-laws

6.0 SUBSCRIPTION

a) Members shall be subject to a compulsory minimum monthly contribution of

UGX 60,000 (Uganda shillings: Sixty thousand only) payable in the first week
of the succeeding month or as the treasurer shall direct

b) Members shall be subject to a compulsory yearly membership renewal with a fee

of UGX 100,000 (Uganda shillings: One hundred thousand only) payable in the
first week of the first month of the financial year or as the treasurer shall direct
 c) Associate membership shall be that extended to friends, well-wishers and
whoever intimates to join the association who shall pay a membership fee to be
agreed on by members and the member and or members recommending them
shall be liable for actions and conduct.

7.0 EXECUTIVE OFFICERS

The chairman, the vice chairman, the treasurer and the secretary shall be termed as the
“Executive officers of the club” and shall be elected at a General Meeting

DUTIES OF APPOINTED COMMITTEE MEMBERS

7.1 Chairperson shall

a) Be the chief executive of the association

b) Preside over all meetings of the association
c) Present an annual report at the AGM
d) Activate provisions of the constitution with consultation of the secretary
e) Be the public relations officer and spokesperson of the association

7.1.1 Vice Chairperson shall

f) Deputizes the chairperson in all matters in the association.

g) Carry out duties of the chairperson during his absence.
h) Perform any duties assigned to him by the Chairperson.

7.2 Secretary

i) Shall be the custodian of all association documents save books of account.

j) Call for Investment club meetings and taking of minutes in the meetings
k) Responsible for all legal matters pertaining the association.
l) The coordinator of all official business of the association after due consultation with
chairperson.
m) The custodian of the association seal.
n) The one to draft, cause to be typeset all official correspondence of the association that
shall only be endorsed by the chairperson or acting chairperson.

7.2.1 Assistant Secretary

Shall perform all functions of the secretary in her/his absence

7.3 Treasurer
The duties of the treasurer shall be to:-

o) Generally manage or cause to be managed the financial affairs of the society in a

competent manner
p) Ensure that a proper record is kept of all monies received and paid out by the society, its
assets, liabilities, capital reserve and its income and expenses
q) Ensure the safekeeping of the society money, securities and books of accounts
r) Ensure that all payments and expenditures are dully authorized
s) Ensure that within ten days after the closure of each month, a financial statement showing
the condition of the club’s finances at the end of the preceding month is prepared and
submitted to the management committee for discussion
t) Ensure compliance with all directions of the management committee the Act, the rule and
these By-Laws on all financial matters
u) Cause to be presented a statement of the ensuing month’s cash flow
v) Ensure sufficient fund are available for loans to members
w) Perform such other duties as may be directed by management

7.3.1 Assistant Treasurer

Shall perform all functions of the Treasurer in his/her absence

7.4 Investment officer

Shall be on the lookout for business opportunities both in short and long-term in as much as it is
the duty of every member

7.4.1 Assistant Investment officer

Shall perform all functions of the Investment officer in his/her absence

7.5 The chief whip

x) Shall be the enforcement officer of the club and as such with direction of the chairperson
shall execute club rules and by-laws in coordination with Committee members
y) Shall attend all meetings of the association and provide the necessary support.

8.0 MEETINGs

z) The association shall hold an annual general meeting at a date to be agreed and
communicated by the committee
aa) The club shall hold monthly meetings every last Saturday of the month.
bb) Other meetings shall be extra ordinary and shall be convened by the chairperson as need
arises
9.0 FINANCE

cc) All association funds, bills of exchange shall be banked into the association’s bank
accounts.
dd) The chairperson, treasurer, and the secretary shall be joint signatories to all bank accounts
of the association.
ee) Deposit slips shall be handed over to the treasurer as proof of payment

10.0 ELECTIONS

ff) Shall be free and fair.

gg) Only full and paid up members shall contest and vote.
hh) Elections shall be held in December after every 1 year effective
2016.
ii) The founder leaders and or members shall be deemed to have been democratically elected
under this constitution.
jj) The principle shall be one person one vote.
kk) All offices in the association shall be elective and held for 1 year unless there is a vote of
no confidence, resignation, dismissal or death.

11.0 FINES

a) Subject to rule 6(b) Members coming 30 minutes late without a valid reason
and/or to the scheduled meeting shall attract a fine of UGX 2,000 ( Two
thousand shillings)
b) Rule 6(a) shall not apply to members providing valid notice preferably two hours
before the scheduled meeting.
c) Missing a meeting without reasonable cause or failure to provide notice in lieu
therefore attract a fine of Ten thousand shillings (UGX 10,000) the validity of the
reason for missing shall be subject to vetting by the club.
d) Members who miss more than three consecutive meetings without providing
notice or having no reasonable cause shall be subject to dismissal from the
investment club after consultations from the club members.

e) In addition to forfeiture of said savings the said member shall pay all the
outstanding debt obligations and all other liabilities due to the club.
f) The dismissed member shall return all club property in working condition or
money’s worth in case the property is damaged lost or stolen.

12.0 CESSATION OF MEMBERSHIP

Members in the club shall cease with effect from the date of:-
a) Death b) Withdrawal c) Expulsion d) Being certified insane e) Transferring shares to another
member f) Failure to remit share contribution and loan repayment for a continuous period of six
months without valid reasons or leave of the club g) Ceasing to hold qualification for
membership as specified in these by-law provided that members who have lost the common bond
may retain their membership

13.0 SUSPENSION
The management committee may suspend a member subject to the decision of the general
meeting to expel who:-
a) Fails to fulfill his/her obligation to the club whether stated in these By-Laws, general internal
regulations, a resolution of the general meeting or in contravention of any other legal document,
provided such a member has been called upon to do so but has failed
b) Is convicted in a court of law for a criminal offence involving dishonesty or fraud or is
imprisoned for a period of three months or more
c) Is a member of another club having similar objective.
d) Acts in any manner prejudicial to the interests of the club

Provided that no member shall remain in suspension for a period of more than 12 months

14.0 PROCEDURE OF SUPENSION

a) Upon formal and written proof that a member has committed a violation punishable by
expulsion, the management committee shall serve a thirty (30) days written notice to the member
stating the reason(s) for the proposed expulsion and requiring him/her to file a defense
b) Upon the expiry of the 30 days and taking into consideration the member’s defense if any, the
management committee shall initiate an administrative inquiry and make a decision on its
findings within fifteen (15) days

14.1 Any member suspended by the committee shall appeal to the next general meeting which
shall have power to either lift the suspension or expel the member

14.2 A member who is expelled from the society shall have the right to appeal to the tribunal

15.0 PAYMENT ON CESSATION OF MEMBERSHIP

On cessation of membership, a person shall be refunded the following amounts within sixty (60)
days:
a) The nominal value of shares and deposits
b) Any dividends or interests due prior to the cessation date
c) Any deposits or any other funds held by the society on his/her behalf d) Partial withdrawal of
deposits from the society shall not be allowed under any circumstance
16.0 MEMBERS’ PERSONAL STATEMENT

The club may use “check off system” standing orders or cash for payment of members’ shares,
deposit and loan repayment. However, when direct payments have to be made, they shall be paid
directly into the club’s bank account and a receipt issued by the club on submission of the bank
slip

Every member shall receive regular statements at least once every three months, which shall
contain particulars of membership, shares, deposits and loan transactions with the club

17.0 LOANS TO MEMBERS

a) The club shall have a loan policy approved by the general meeting b) All loans shall be
approved by the committee with recommendation from the credit committee c) Loans shall only
be given for worthy purposes that benefit the borrower d) The rate of interest on loans shall be
determined by the general meeting on recommendation by the management committee

17.1 APPLICATION FOR LOAN

a) The loan shall be applied for on forms provided by the club

b) The loan application in each case shall set forth the amount applied for, the purpose for which
the loan is desired, the terms of repayment, the security if any, and such other information as the
management committee may require
c) All applications for loans and reports thereon shall be filed as permanent records of the society

17.2 LOAN GRANTING

a) Loans shall be granted by the committee in respect to the credit limit approved by the general
meeting
b) No loan shall be granted except for a specified and approved purpose, for a definite period and
at a fixed rate of interest
c) No loan shall be made to any member in excess of 5% of the club’s total share capital and
reserves
d) Loans may be granted to executive Officers, employees of the club who are members only if:
(i) The loan is in accordance with these By-Laws and is not on terms more favourable than
those extended to other borrowers
(ii) The loan is approved by the credit committee and thereafter by the management
committee
(iii) The applicant takes no part in the consideration of his application at either the credit or
management committee meeting

17.3 SECURITY FOR LOANS

The credit committee shall require the member to give the following securities for loans:-

a) The shares and deposits of a member b) The shares and deposits of guarantor(s) c) Any other
as it may consider necessary

Provided that
i. The committee shall not accept as guarantor, a member who has taken a loan and has
already guaranteed three loans
ii. A borrower may apply to the management committee for change of guarantors

17.4 REPAYMENT OF LOANS

a) Loans shall be repaid according to the terms in the loan application form. However, a
borrower may, on any day on which the club is open for business, repay his loan in whole or in
part prior to its maturity, subject to approval of the management committee
b) Any request for an extension of time in which to pay shall be accepted by the management
committee only in exceptional circumstances; provided such extension shall not result in
financial loses to the club. Any extension so granted shall be treated as a new loan and an
extension agreement shall be executed and signed
c) A member repaying loan(s) will be allowed to reduce his/her shares in order to lower financial
burden but not below 1% of the loan(s) being serviced

17.5 RE-FINANCING OF LOANS

a) Member shall notify club when he/she intends to refinance loan
b) The Re-financed of a loan shall be allowed by the management committee only when the club
has satisfied all loan demands and has sufficient funds
c) The Re-financed loan shall be treated as a new-loan, and subjected to the normal loan
approval procedures
17.6 DEFAULTERS
a) A member who fails to repay his/her loan for three consecutive months will be deemed to
have defaulted. The club will therefore take the following recovery measures:-
b) Guarantors to defaulting member will be notified through honorary secretary of the total
outstanding loan/s due from said member After notification, club will give guarantors two
months to trace and facilitate immediate resumption of loan repayment After expiry of the two
months given to guarantors and no payment is forthcoming, club will apportion outstanding loan
to guarantors and start recovery from them.

18.0 NOMINEE
Every member shall nominate in writing one or two persons as nominee(s). The nomination
shall be attested to by two witnesses who are members of the club. The names of such
nominee(s) shall be entered in the nominee register. Provided that a member shall have the right
to change his/her nominee(s) in writing in the presence of two attesting witnesses who are
members of the club

18.1 PAYMENT TO NOMINEE

The club after obtaining such documentary proof of the death of a member as it may consider
necessary, shall pay to the nominee the value of the deceased member’s deposits, interest and
dividend after deducting monies owned to the club, if any.

18.2 ADMISSION OF NOMINEE

A nominee may be admitted to membership of the club if qualified. The deposits, interest and
dividends due to the deceased member shall be transferred to the account of the nominee

19.0 FUNDS
a) The funds of the investment club shall be raised from and shall consist of:-
1. Members’ monthly contributions starting from UGX 60,000 (Uganda shillings:
Sixty thousand shillings) to the investment club fund.
2. Membership renewal of UGX 100,000 (Uganda shillings: One hundred thousand in
the first month of the year) paid by each member in the first week of the financial
year of the club.
3. Loans, grants and advances made to the investment club in the course and
discharge of the objectives herein.
4. Reserve Funds.

a) All funds of the investment club that are not required for immediate use shall be
deposited in a Commercial bank nominated by the investment club members or otherwise
as the law may direct.
19.1 The funds of the club shall only be applied to the promotion of the stated objects of the
club as set forth in these By-Laws, and shall be invested in:-

a) Such investment and securities as are authorized for the investment of trust funds
b) The shares of any other cooperative society
c) Any bank licensed under the Banking Act
d) The stock of any statutory body established in Uganda or in any limited liability company
incorporated in Uganda or in any other manner approved by a resolution at a general meeting of
the society
e) Loans to members

19.2 TRANSFER OF DEPOSITS

With the approval of the management committee, a member may at any time transfer deposits to
another member but not to any other person. Such transfers must be in writing and at nominal
value
All transfers of deposits shall be registered with the club and no transfer shall be valid unless so
registered. A fee of Ugs 20,000/= shall be payable by the transferee for each such transfer

20.0 POWERS TO BORROW

a) Loans may be obtained from nonmembers subject to the maximum amount and terms
approved by the general meeting
b) For the securing of any loans accepted by the club under paragraph (a) above, the club may
grant a charge over its assets. The authority to grant a charge shall be reserved to the general
meeting
c) The rate of interest on loans shall not exceed the current market rates

21.0 RECEIPTING OF MONEY

a) Money received on account of shares, deposits, loans, interest’s fees or fines shall be
evidenced by a receipt in a form to be approved by the management committee. Every member
paying any money to the club shall be identified on the receipt
b) Should the receipt issued by the club be lost or destroyed, immediate notice of such fact shall
be given to the treasurer who may be authorized by the management committee to issue a
duplicate receipt at a reasonable fee
c) The management committee may require the member to sign an indemnity to protect the club
against any loss due to the issuance of such duplicate

21.1 PAYMENTS/ DISBURSEMENT

Payments made by the club shall be evidenced in writing in a form approved by the management
committee

22.0 THE MANAGEMENT COMMITTEE

a) The management committee shall be the governing body of the society elected from the
general membership and shall consist of 9 members. It shall include the chairman, vice
chairman, treasurer and secretary all of whom shall be elected by the committee from amongst
the members of the committee
b) Members of the committee shall hold office for a period of one but will be eligible for
reelection
c) Where the membership of the committee falls below five the committee may co-opt
qualified member(s) into the committee until the next general meeting

22.1 ELIGIBILITY FOR MEMBERSHIP TO THE MANAGEMENT COMMITTEE

No person shall be eligible for membership in the management committee of the club if he/she:
a) Is not a member of the club
b) Is less than eighteen years of age
c) Is unable to read and write
 d) Receives any remuneration, salary or other payments from the society save as in
accordance with this Act
e) Is a committee member in two other societies with the same goals
f) Is an undischarged bankrupt
g) Is of unsound mind
h) Has been convicted of any offence involving dishonesty or is sentenced to imprisonment
for a term exceeding three months
i) Has been convicted of any offence under this act or Rule
j) Has any uncleared debt owing to the club at the end of its financial year other than in
respect of a loan granted under the provision of any regulations made under this Act l) Is
a person against whom any amount of money is due under a decree, decision or order or
is pending recovery under this Act

22.2 MANAGEMENT COMMITTEE MEETINGS

a) Meetings of the management committee shall be held at least once a month subject to a
maximum of 15 meetings in a year. At least 5 of the total number of committee members shall
form a quorum for the disposal of business
b) If a member of the committee fails to attend three consecutive meetings without being
excused thereon, or otherwise fails to perform his/her duties, the position may be declared vacant
and filled as provided for in these By- Laws

22.3 RECORD OF BUSINESS OF THE MEETINGS

All business discussed or decided at the meetings shall be recorded without erasures and
corrections in a minute book, which within one week of the meeting, shall be signed by the
chairman of the meeting and at least one other member who was present at the meeting, to
indicate that in their opinion the minutes are a true and complete record of all matters discussed
or decided at the meeting
At the next meeting, after approving any alterations or variations, which shall be written
immediately below the above signatures and not as alterations to the original record, the meeting
shall by resolution authorize its chairman to sign and date the final record.

22.4 DUTIES AND POWER OF THE MANAGEMENT COMMITTEE

The management committee of the club shall subject to any directions from the general meeting
generally direct the affairs of the club. Its procedures, powers and duties shall be as prescribed by
the Act, in the Rules and these By- Laws. In particular, it shall:-

a) Observe in all its transactions the Act, the rules, these bylaws and prudent business
practices;
b) Act upon all application for membership;
c) Make provision for sufficient funds for loan to members;
 d) Ensure that true and accurate records and accounts of the club’s money, properties, capital
reserves, liabilities, income and expenditure are kept and maintained;
e) Prepare and develop long term management plans and budgets for presentation at the
general meeting;
f) Propose to the general meeting the amount and kind of surety bond, or other security,
which shall be given by the member of the committee or employee having custody or
handling funds or property of the club;
g) Determine and recommend to general meeting the interest rates on loans, the maximum
maturities and terms of payments or amortization of loans from time to time and the
maximum amounts that may be loaned with or without security to any member;
h) Cause the audited accounts to be displayed in a conspicuous place at its registered office
and branches at least two weeks before presentation of accounts to its members at the
general meeting;
i) Lay before the general meeting audited accounts, together with proposal for the disposal of
net surplus, if any;
j) Recommend to the general meeting the dividend rate to be paid on shares, if any and
interest to be paid on deposits;
k) Fill through co-option, vacancies occurring in the management committee between general
meetings;
l) Recommend investment of the club;
m) Authorize the conveyance of properties;
n) Authorize borrowing and lending operations of the society in accordance to the Act and
the Rules;
o) Designate a depository or depositories for the funds of the club;
p) Employ and fix the remuneration of the employees in the different investments of the club
q) Impose fines as provided for under these By-Laws;
r) Approve transfer of deposits/shares;
s) Supervise the recovery and collection of loans from members and recommend to the
general meeting the write off of bad debts;
t) Perform or authorize any actions consistent with the Act, the rules and these By-Laws,
unless specifically reserved for the general meeting;
u) To provide adequate budget for education and training of members, the committee and
staff and
v) Perform such other duties as the general meeting may from time to time direct.

22.5 SUSPENSION FROM THE MANAGEMENT COMMITTEE

a) The Commissioner may suspend from duty any committee member charged in a court of
law with an offence involving fraud or dishonesty pending the determination of the
matter
b) The majority of the committee members suspend a committee member for: -
 1. Failure to disclose vested interest
2. Any other good cause subject to ratification by the general meeting

22.6 REMOVAL FROM THE MANAGEMENT COMMITTEE

A member of the management committee shall cease to hold office if he/she a) Cease to hold
qualification of a management committee member as specified in the Act, Rules and these By-
Laws b) Is removed by the Commissioner under the provision of the Act c) Is voted out by two
thirds majority of the club members present and voting at the general meeting

23.0 DUTIES OF GENERAL MEETINGS

23.1 The general meeting shall have the power and duties prescribed in the Act, Rules and these
By-Laws. It shall:-

i. Consider and confirm the minutes of the previous general meeting

ii. Consider report of committees, the commissioner or his/her representative and the audited
accounts on the society’s activities during the past financial year
iii. Consider and resolve on the manner in which any available surplus shall be distributed or
invested, subject to Act and Rules
iv. Elect or remove members of the management committee, subject to the Act, Rules and these
By-Laws
v. Fix the indemnity for the elected committee members and management staff
vi. Consider recommendations from the management committee, appeal against suspensions of
the members and refusal of membership by the management committee
vii. Fix the maximum liability which the society may incur in loans and deposits from both
members and non-members
viii. Approve the estimates of incomes and expenditure for the financial year following the general
meeting
ix. Appoint bankers, auditors and advocates of the club for the ensuing year
x. Transact any other business of the club for which notice has been given to members in the
manner prescribed in these By-Laws

23.2 All members have a right to attend the general meeting and participate in its deliberations;
however they may be required to identify themselves.

24.1 MISCELLANEOUS

Members who have been allocated tasks or have voluntarily taken on tasks shall be required to
perform them passionately within the allocated time frame.
Members who do not perform the said tasks or have missed deadlines for which they are required
to submit their completed tasks shall be subject to a fine as the disciplinary committee shall see
fit.

24.2 AMMENDMENTS

These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds
vote of all members present, provided that notice of such proposed amendment shall have been
sent to each member at least ten (10) days before such meetings. No amendment or addition to
these bylaws can be made which is not in harmony with the club constitution.