THE CONSTITUTION
THE PREAMBLE
B-MANDELA ENTERPRISES LTD (B-MEL) AMENDMENT 2023.
Aware of the rapidly changing world and necessity to adjust to such changes business wise.
Conscious of the fact that several provision of the previous year’s constitution have been overtaken by events and hence a need for amendment.
In the view of the desires to provide a more up to date legal framework of conduct of the B-MEL affairs.
Acknowledging our common origin as business patents, chemists, decent, interests and aspirations.
Desire to promote, protect and strengthen the unit and co-operation that exists between/among Business Association members.
Committed to building a better future by establishing a new socio-economic and business order through a durable constitution based on equity, peace, democracy and progress.
The society is affiliated to Uganda’s Trade Business Association and therefore bound by the Uganda’s Business Constitution.
We the members of B-MEL in compliance with the provisions of the Enterprise constitution, in this general assembly do here by adopt and bind ourselves to this amendment of the BMEL constitution.
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ORGANISATIONAL STRUCTURE FOR THE MAKERERE UNIVERSITY CHEMICAL SOCIETY
PATRON
PRESIDENT
GENERAL ADVISOR SPEAKER
GENERAL SECRETARY
V/PRESIDENT
RESEARCH SECRETARY FINANCE SECRETARY
DISCIPLINAY SECRETARY
DEPUTY SPEAKER
ACADEMIC AFFAIRS SECRETARY CHIEF EDITOR TRIP COORDINATOR
PUBLICITY SECRETARY
THE 8 COURSE REPRESENTATIVS
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CHAPTER ONE
Article 1
Name of the Business:
1.1. Formed in 2020 as MANDELA ENTERPRISES LIMITED (MEL) and then changed to BMANDELA ENTERPRISES LTD (B-MEL) IN 2021. By this article the name of the business is B-MANDELA ENTERPRISES LTD (B-MEL) registered by the URBS.
1.2. The enterprise is located in Namanve – Mukono, soon allocating her offices in a specific place.
Article 2
Powers:
This constitution and rules shall be the supreme law governing the business. All power belongs to the members of B-MEL who shall bind all authorities;
a) Business partners and customers who are members of B-MEL.
b) If any other law, rule custom or practice is inconsistent with the provisions of this constitution, the constitution shall prevail and that other law, rule custom or practice shall to the extent of the inconsistency be void.
Article 3
Control:
3.1 It is prohibited for any person/group of customers to take or retain control of B-MEL except in accordance with the provisions of this constitution.
3.2 All measures deemed necessary, not excluding use of any force may be used to rid the Business of any unlawful attempt to abrogate, amend or violate this constitution.
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CHAPTER TWO
Article 4
0fficial name of the Business;
The official name of the business is B-MANDELA ENTERPRISES LTD abbreviated as
B-MEL.
Article 5
Points:
5.1 Vision: To be the reliable source of all cosmetic, detergent and disinfectants in Uganda.
5.2 Mission: Promoting an interest in distributing good Quality products with Value.
5.3 Motto: Quality l Value.
5.4. Aims and objectives:
5.4.1 To promote awareness and interest in startup companies in the field of Cosmetics,
5.4.2 To act as a unifying factor and promote business interests of its customers and deal with the Manufacturers and any other partners in such matters.
5.4.3 To establish friendly relations and work in solidarity with other relevant associations/societies, organizations and individuals, manufacturing industries both at national and international levels.
5.4.4 To contribute positively to the development, pride and progress of the country business wise, socially, economically and technically through providing quality products at affordable prices.
5.4.5 To provide a forum for training aspiring businessmen, women, entrepreneurs, students in all sector to gain skill of business development.
Article 6
Activities:
6.1. B-MEL is authorized to engage in activities aimed at realizing the objectives listed in article 5 and these may include, not limited to :-
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6.1.1. Conduct study tours, trips to manufacturing industries and exhibitions country wide.
6.1.2. Organize talk shows, seminars, exhibitions with similar associations in other enterprises.
6.1.3. Providing assistance and support business research projects as proposed by the members.
6.1.4. Adopt means of making known the activities, productions and products of the enterprise as may seem advisable and to advertise in the press, by circular, posters, through purchasing and exhibiting and conducting competitions by granting prizes, rewards, donations and publishing books, magazines and periodicals.
6.1.5. Engage in (practical work) activities/projects like liquid soap production, shampoo making among many others.
6.1.6. Enter contracts on behalf of enterprises with their consent and borrow money upon the security of the property of the business and to grant or direct to be granted mortgages for the same.
6.1.7. To commence, establish and develop projects and businesses that are beneficial to the members of the country, business and which are consistent with any or all of the above mentioned objectives.
Article 7
Membership:
The membership / partnership of B-MEL shall be unlimited in number and shall depend contract and exit of members from the business.
7.1.Membership and partnership is open to all business related companies or personnel’s involving in production manufacturing, distribution and trade.
7.2 All shareholders and partakers are entitled to a valid I.D card upon registration to the business enterprise.
7.3. Any individual is regarded as a full partner / member of the enterprise only when:-
a) He /she has fully agreed on the rules and regulations of the enterprise.
b) The person is mentally upright and of sound mind.
c) The person is not prohibited by any lawful circumstances from becoming a business partner or member of B-MEL.
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Article 8
Rights of Partners / Members;
All full members of B-MEL have the right to:-
a) Attend all the developmental business meetings and emergency meetings of B-MEL.
b) Be heard during a meeting unless overruled by the chairperson.
c) Be availed and pursue any documents of B-MEL.
d) Demand accountability on any matter from the business owner - CEO, Business partners.
e) Participate fully and equally in all activities of the enterprises.
Article 9
Disqualification from membership:
Any member shall be expelled from the membership if in just membership of the enterprises, under enumerated rules have been contravened.
9.1. He/she conducts him/herself in a manner contrary to the provisions of the constitution and rules or in a manner prejudicial to the general interest of the enterprises.
9.2. The enterprise committee in the events above shall mutually suspend such members pending the decision of the group meeting.
9.3. The person concerned shall always be given a chance to defend him/herself against the labeled charges/accusations/allegations before the general meeting rules.
Article 10
Meetings:
10.1. All meetings shall be called by the partners, Committee in consultation with CEO.
10.2. Meetings shall be called through in advance notice of at least four days displayed at strategic and sufficiently conspicuous positions.
10.3. The quorum for all meetings of B-MEL is 60% of the partners or members.
10.4 A meeting may be called off after 30 minutes of the projected starting if quorum is not realized unless otherwise issue deemed to be of urgency and crucial to be discussed.
10.5. All meetings shall have a fully prepared conspicuously displayed meeting venue.
10.6. Members shall raise points of order and information on permission of the meeting
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chairperson.
10.7. Maximum order shall be maintained at all meetings.
10.8. The members / partners may be paid such remuneration or allowances as is fit for travelling and other expenses properly incurred by them in attending and returning from meetings of the enterprise or any meeting of the committee or in connection with the Business of the enterprise.
Article 11
Interpretation of constitution:
At all meetings, the constitution of B-MEL shall be interpreted by the chairperson unless his/her interpretation is challenged by 2/3 of the members attending and the matter shall be subject to a vote.
CHAPTER THREE
Article 12
The executive committee
12.1. B-MEL shall have an executive committee comprised of five (5) individuals, selected depending on the competencies and capabilities.
12.2 It will be responsible for the organization of activities and smooth running of the enterprise.
12.3 The executive committee shall consist of the;
1) Patron - CEO
2) chairperson – president.
3) Treasurer - accountant
4) Partners - shareholders
5) Members – partakers
12.2. A member of the committee shall be removed from office by ordinary resolution of the society passed at a general meeting for inability to perform the functions of their positions or any other sufficient cause including:-
1. Failure to attend three consecutive committee meetings, without assigning valid reasons to the patron.
2. Being a person of unsound mind.
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Article 13
Duties of executive:
13.1 The executive of B-MEL shall have the following general functions and duties:-
a) Be responsible for the day to day running and management of the affairs of B-MEL
b) Initiate policies for approval by the general assembly before implementation.
c) Deal with emergency matters and inform the general assembly of the decision to the step taken at the earliest opportunity.
d) Approve the withdrawal of money from the business account/treasury.
e) Implementation of such resolutions and decisions as may be passed by the general assembly.
13.2. All members of the E.C shall undertake to perform any other duties assigned to them in addition to their constitutionary or ordinary duties.
13.6. Chair person.
B-MEL shall have the C/P who shall be a person possessed of sufficient eloquence and oratory skills and his/her duties shall include:-
a. . He/she shall coordinate and spearhead all meetings of the executive and be answerable to the executive on all matters.
b. To chair all general assembly meetings, allocate a person to write minutes
c. To be caretaker of all the enterprise affairs during any interim period,
d. Take emergency decision and action on behalf of the enterprise.
e. Shall be one of the signatories of the enterprise cheque.
f. Have power to suspend any member of the executive committed from his/her post and appoint any member to fill that post that falls vacant, subject to approval of the disciplinary committee and executive committee.
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g. To interpret the constitution of MUCS subject to article 11 of this constitution. The office shall be independent of the direction or control of any member or organ of BMEL, but part and partial of the executive.
13.8. The finance secretary
a. The finance secretary shall be responsible for all finances, financial documents and matters of B-MEL.
b. In addition, the finance secretary shall perform the following duties:-
Collecting all money belonging to B-MEL
Submit a financial statement to the chairperson and executive at the end of every financial year, or at any time the executive demand so.
Not to lend money without approval of the executive.
To be signatory to all financial transactions of B-MEL together with the chairperson.
Be responsible for all actual custody of the physical durable assets of B-MEL.
Should he/she resign, all the signed financial statements should be submitted approved by the chairperson before the executive committee.
Article
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The patron - CEO
14.1 There shall be a patron of B-MEL who shall be the Chief Executive Officer of the business.
14.2 The patron shall be supportive to the principles and objectives of B-MEL.
14.3 The patron shall advise the committee on courses of action crucial to the well-being of the business and its members.
14.4 Performing such functions like opening and closing of ceremonies, workshops, exhibitions, trainings and any other functions when requested by the enterprise as determined by the assembly.
14.5 Endorsing official letters, I.D cards, project proposals and documents.
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14.6 Notwithstanding anything in this constitution, the patron shall look for business contracts, deals and competent business partners for the well-off of the business.
CHAPTER FIVE Article 17
Finances of B-MEL.
17.1. The enterprise shall have the following source of income:-
a. Contribution from partners / members of the business which contributions shall be separately recorded and receipted.
b. Donations from benefactors, friends and well-wishers both local and international which donations shall be duly acknowledged and recorded in the books of the enterprises.
c. Borrowing
d. Collections from trainings, projects, exhibitions, seminars, contracts, deals …
e. Proceeds from investments and business ventures, income generating projects set up by the enterprise.
f. Any other lawful fundraising activities.
g. Any paid for services rendered.
h. Grants and gifts from the government, NGOs and other well-wishers.
17.2. The B-MEL Finance treasurer shall be responsible for the finances and financial documents of BMEL.
17.3. For the purpose of this article, B-MEL shall operate in a bank account with a reputable bank.
17.4. All liquid assets/cash of B-MEL must at all times be kept on the bank account.
17.5. The B-MEL treasurer shall not be in possession of cash exceeding Ushs.500,000 or more or any cheque belonging to the enterprise for a period exceeding five (5) days without banking, except with express authority of the executive.
17.6. The treasurer, chairperson and secretary shall at all time in any matter related to the bank account, operate it on behalf of B-MEL with the advice from the Patron.
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17.7. No expenditure shall be made out of the society for any purpose unless that expenditure is part of the expenditure approved by the executive for the purpose. Otherwise, it’s written down for accountability.
17.8. In any case that B-MEL cannot support the necessary projects such as business cards, T-shirts among others, a private invest shall be acknowledged and the dividends will be shared such that the society takes a 40% share while the investor 60%.
Article 18
Investment
18.1. B-MEL may invest its income on durable assets that offer in them sufficient security for the realization of such income with interest. Such is usually by or not limited to;
18.2. Buying treasury and other government securities.
18.3. Purchase fixtures or immovable property.
18.4. Invest in stock (shares) at securities exchange markets.
18.5. Taking out legal mortgages.
18.6. Invest in all possible income generating projects.
Article 19
Financial records:
19.1. The finance secretary shall keep a proper and up to date record of any financial transactions involving B-MEL enterprise.
19.2. For the purpose of ascertaining the financial position of B-MEL, the finance head shall prepare a financial statement and present it at meetings especially at the beginning and end of each financial year. Such a statement must include an income and expenditure report and profit and loss report.
19.3. Every financial statement must bear the B-MEL stamp for authentication.
Article 20
Lending of funds: to be revised upon word from the CEO concerning security storage
20.1 B-MEL may lend a certain amount of funds to any of its partners / members upon
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application by such as member. The amount lent shall however, not exceeds 20% of the available money on the business account.
20.2. A requisition for financial assistance shall be an application to the business executive.
20.3. The Application shall be addressed to the CEO and forwarded to the finance head with confidential recommendation.
20.4. Before giving out funds by B-MEL:-
a. The borrower must provide security worth more than the amount applied for and must make an undertaking to repay the money by a particular date in any case not exceeding two (2) months. The stipulated uses may be approved as vital to the borrower by the CEO.
b. The application must be supported by at least two sureties of reputation not being “PART TIME” business partner / member who may pledge responsibility in case of default.
c. Any more money lent out must be repaid either by or on the agreed date or by expiry of reasonable time thereafter giving sufficient reasons.
d. If default repayment, the finance leader shall give the borrower a reminder.
e. If the borrower still fails to pay after two (2) weeks from the date of dispatch of the reminder, the finance secretary must take appropriate action to recover the money and such action shall include taking action against the borrower or sureties, or forfeiting of the collateral security etc.
f. In approving the lending of money, the CEO shall take the following factors into consideration.
Demeanor of the borrower.
Gravity of the reason for borrowing
Benefit of the reason for borrowing to the borrower.
Consistency of the reason for borrowing with the objectives of the business.
Activeness of the borrower in B-MEL activities.
Article 21
Borrowing:
B-MEL may borrow or obtain funds from any source provided.
a. The loan does not attract an interest at the rate of over 5% per annum.
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b. The conditions, restrictions or limitations of the loan are consistent with the provisions of this constitution.
c. The reason for borrowing is either an emergency or offers an opportunity for investment for B-MEL.
d. The amount borrowed does not exceed Ugshs. “10,000,000” as per the return in that given year.
e. Any proposal to obtain a loan must be approved by the CEO.
f. B-MEL has no authority to obtain a loan when it is still either wholly or partially undercharged from the obligations of another loan.
CHAPTER FIVE: DISPLINARY RESOLUTIONS
Article 23
a. The MUCS executive decision is final and not appealed.
23.2. Removal of a partner / member of the enterprise / board.
A member to be removed from the business because of any of the following reasons;
a. Immoral Character
b. Corrupt Tendencies
c. Thefty – stealing business products.
d. Embezzlement of business money.
e. Selling business contracts / deals to external compititors
f. Continued failure to make independent decisions
g. Evidence of a criminal record.
h. Insanity as determined by a competent authority.
i. Being found guilty in any displinary committee
23.3.
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Procedure of removal of member from the disciplinary committee
a.Petition that a partner / member should be removed from the business shall be lodged with the chairperson, who will present to the CEO / share holders which shall make a ruling within 7 days.
b.If found guilty, the member petitioned against shall be dully removed.
c.The remaining members may constitute the B-MEL Disciplinary committee, until the remaining members are not more than two.
d.A replacement, getting a new business partner can be done to maintain the business flow of the enterprise.
23.4.Enforcement of Judgment/ Orders/ Ruling of the Member Characters.
In the event that a party has failed to adhere to the orders and direction of the business, the matter may be referred to the EXECUTIVE for action or further management.
Note: The B-MEL CEO decision is final and not appealed.
CHAPTER SEVEN: THE MUCS COMMITTEES
ARTICLE 24
The committees for activities
24.1. Composition of the MUCS Committees
a. All offices shall have standing committees appointed by the respective executive members subject to approval by the MUCS executive so as to run activities in there offices smoothly.
b. The composition of each committee shall be the respective department as chairperson; and, any other four members unless otherwise stated, and approved by the executive.
c. Every committee shall be composed of at least two members of general assembly and the other may be executive members. No one shall be a member of more than two committees.
d. For avoidance of doubt, no minister shall appear on any committee other than that under his/ her office.
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e. The MUCS President shall be an ex-officio member of each and every committee.
24.2. Functions of the MUCS Committees
a. Every committee shall strive to foster and achieve the objectives of the respective ministry.
b. Advising the minister in charge on the conduct of activities within the respective ministry.
c. Approval of the accountability before it is submitted to the treasure.
d. Approve all projects proposed by the respective minister before they are undertaken.
e. Above all, be responsible to the executive.
f. May call a minister or any person holding an office and individuals to appear before them to give evidence except the president who shall only appear when he/she deems fit. However, the president may appear to give evidence where matters of financial misconduct concern him/her.
g. May co-opt any member of the executive or employ qualified persons to assist them in the discharge of their functions.
24.3. Regulation of the committees
The president and speaker shall monitor the operation of the committees
24.4. Removal of Committee Members
A committee member shall be removed by the Chairperson of the Respective Committee only on grounds of: Conduct which contradicts morality and negatively affects the image of the MUCS and the ministry in particular.
However, on allegations of corruption or any other misconduct, the president and the executive committee shall act accordingly as to displace the committee.
CHAPTER EIGHT
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Article 25
Amendment of constitution:
25.1 The motion to amend the constitution shall be supported by 1/3 of the full partners / members by show of the signature below the motion after which seven days later, the chairperson presents it to the executive.
25.2 Amendments or alterations of the constitution shall require a quorum of 60% of partners or members to be present.
25.3 The amendment of the constitution shall require the presence of the CEO and his opinion shall be highly considered.
Article 26
Binding by the constitution:
Every member agreed and is deemed to abide by this constitution on this relation as a partner or member.
Article 27
Commencement
This constitution shall come into force on the day it is signed and sealed by the business executive.
Article 28
Sealing
The enterprise shall have a seal which shall be kept by the chairperson and shall be used only on official documents of the enterprise.
Article 29
Dissolution
On dissolution, the society shall be by 2/3 majority vote of the members present entitled to vote at the general assembly where the decision of the society is properly on the agenda.
a. All the assets and liabilities of B-MEL shall be transferred to the CEO for management.
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b. Any remaining assets of B-MEL shall then be used to settle liabilities of the enterprise.
c. If upon the discharge of all liabilities there are still surplus assets left, such assets shall not be distributed amongst the members, but shall be transferred to another association, organization or union with similar objectives.
Article 30
Declaration and adoption
We the undersigned are the executive, shareholders / partners and members of B-MANDELA ENTERPRISES LTD and Do hereby declare, adopt and bind ourselves and our successor, agreed to forego and unanimously register this Amendment, On the.…..………….. Of ……………. the year 2023 as the duly registered constitution of BMandela Enterprises Ltd.
Approved by CEO;
Name: ………………………………………………..
Signature: ……………………………………………
No NAMES EMAIL ADDRESS TELEPHONE CONTACT SIGNATURE 1 2 3 4 5 6 7
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