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Articles and Memorandum of the TCBN PDF Print E-mail

These articles and memorandum of association were prepared following the government of Uganda guidelines of the companies act (cap 110) of the company limited by guarantee and not having share capital. The following section presents the Memorandum of Association and Articles of Corporation of TISSUE CULTURE BUSINESS NETWORK (TCBN) that were drawn in 2007 By Niwagaba & Mwebesa Advocates, City Centre Complex, Third Floor, Plot 12, Luwum Street, P.O. Box 6714, Kampala. Novoline Gruppe

THE REPUBLIC OF UGANDA

THE COMPANIES ACT (CAP 110)

COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPTIAL

MEMORANDUM OF COMPANY

OF

TISSUE CULTURE BUSINESS NETWORK (TCBN)

1.     The name of the organisation is “TISSUE CULTURE BUSINESS NETWORK (TCBN)

 

2.     The Registered office and address of the TCBN will be situate in Kampala District or any other District in The Republic of Uganda, with branches elsewhere in the country as need arises.

 

3.     The objectives for which the TCBN is established are: -

a)    To promote tissue culture business development skills in Eastern and Central Africa Region.

b)    To strengthen partnership among public and private stakeholders in the area of Tissue Culture Development and Technology.

c)    To ensure the exchange of business information and scientific date on Tissue Culture.

d)    To promote business and scientific technological capacity building among members.

e)    To promote the creation of technology and product delivery mechanisms.

f)     To encourage our members to engage in any development programmers and to carry out any such activities aimed at achieving any or all of the above objectives.

g)    To make contracts and incur liabilities which may be appropriate to enable it to accomplish any or all of its purposes, to borrow money for its purposes and to secure nay of its obligations by mortgage, pledge or deed of trust of all or any of its property or income.

h)    To sell, manage, lease, mortgage, dispose of or otherwise deal with all or any party of the property of the Company.

i)     To borrow and raise money in such manner as the TCBN may think fit.

j)     To take any gift of property, whether subject to any special trust or not, for any one or more of the objectives of the Company.

k)    To construct, maintain, alter houses, buildings, or works necessary or convenient for the purposes of the Company.

l)     To take such steps by personal or written appeals, public meetings, or otherwise may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the TCBN in the shape of donations, annual subscriptions or otherwise.

m)   To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which this TCBN is authorized to amalgamate.

n)    To transfer all or any part of the property, assets, liabilities and engagements of the companies, institutions, societies or associations with which this TCBN is authorized to amalgamate.

o)    To invest any moneys of the Company, not immediately required for any of its objects in such manner as may from time to time be determined.

p)    To undertake and execute any trusts or any TCBN business which may seem directly conducive to any of the objects of the Company.

q)    To print and publish any newspaper, periodicals, books or leaflets that the TCBN may think desirable for the promotion of its objects.

r)     To subscribe to any local or other charities, and to grant donations for any public purpose and to provide super-annuation fund for the servants of the Company, or otherwise to assist any such servants, their widows and children.

 

2.    The income and property of the TCBN when so ever derived, shall be applied solely towards the promotion of the objects of the TCBN as set forth in this Memorandum; and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, or otherwise howsoever by way of profit, to the members of the TCBN provided that nothing herein shall prevent payment in good faith, of remuneration to any officer or servant of the Company, or to any member of the Company, nor to prevent the payment of interest at a rate not exceeding twenty percent per annum on money lent, or reasonable and proper rent for premises demised or let by any member to the TCBN so that no member of the Board of Directors or governing body of the TCBN shall be appointed to any salaried office of the TCBN or any office of the TCBN paid fees, and that no remuneration or other benefit in money or money’s worth shall be given by the TCBN to any member of such Board of governing body except repayment out of pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Company.

 

3.    The third and fourth paragraphs of this Memorandum contain conditions on which a licence may be granted by the Minister of the TCBN in pursuance of section 21 of the Companies Act.

 

4.    The liability of the members is limited.

 

5.    Every member of the TCBN undertakes to contribute to the assets of the Company, in the event of the same being wound up during the time that he/she is a member, or within 1 (one) year afterwards, for payment of the debts and liabilities of the TCBN contracted before the time at which he/she ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributions amongst themselves,  such amount as may be required not exceeding Shs 1,000,000 = (Shillings one million only)

6.    If upon the winding up or dissolution of the TCBN there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the TCBN but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the TCBN and which shall prohibit the distribution of its or their income and properly among its or their members to an extent at least as great as is imposed on the TCBN at or before the time of dissolution or in default thereof by such Judge of the High Court of Justice as may have or acquire jurisdiction in the matter, and if so far as effect cannot be given to the aforesaid provisions then to some charitable object.

 

7.    True accounts shall be kept of the sums of money received and expended by the Company, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Association, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the TCBN for the time being, shall be open to the inspection of members.  Once at least in every year, the account of the TCBN shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.

 

 

 

 

NAMES, POSTAL ADDRESSES                                 SIGNATURES OF

AND DESCRIPTION OF                                           SUBSCRIBERS

SUBSCRIBERS

1.           MR. EROSTUS N. NSUBUGA

P.O. BOX 11387

KAMPALA, UGANDA

CEO, AGT (TC Seed Company)

 

2.        DR. TILAHUN ZEWELDU

ETHIOPIA/UGANDA

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SCIENTIST/Biotechnology Business Advisor

 

3.         DR. CHARLES MUGOYA

ENTEBBE, UGANDA

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Biotechnology Programs Manager

 

Dated at Kampala this ………….. day of …………………………….. 2007.

 

WITNESS TO THE ABOVE SIGNATURES:

 

NAME IN FULL:         ………………………………………………………..

 

OCCUPATION:         ………………………………………………………..

 

POSTAL ADDRESS:…………………………………………………….

 

SIGNATURE:……………………………………………………………

THE COMPANIES ACT (CAP 110)

COMPANY LIMITED BY GUARANTEE

AND NOT A HAVING SHARE CAPITAL

ARTICLES OF ASSOCIATION OF TISSUE CULTURE BUSINESS NETWORK (TCBN)

1.    In these articles

“Act” means the Companies Act

“Directors” means and includes any member of the Management Committee.

“Management Committee” shall have the same meaning as a board of directors established under the Companies Act.

“Proprietor” means owner.

“Seal” means the common seal of the Association.

“Secretary” means any person appointed to perform the duties of the Secretary of the Association.

“These presents” means the Memorandum and Articles of the Company.

 

Expression referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

 

Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the act or any statutory modification thereof in force at the date at which these articles become binding on the Association.

 

The TCBN is established for the purpose expressed in the Memorandum of Association.

PRELIMINARY

2.    The income of the TCBN shall be applied exclusively in promoting the welfare of the members and no dividends shall be paid therefrom to the members or their nominees or assigns

 

MEMBERSHIP

3.    (i)   The subscribers of the Memorandum of TCBN and such other persons as the directors shall admit to membership shall be members of the Association.

 

(i)    Membership shall be accorded to individuals or organizations after successful application and full payment of membership fee as prescribed by the Executive Committee.  Membership shall include:

(a) Ordinary membership

(i)    Public Institutional membership

(ii)   Private Institutional membership

(iii)  Non profit making institutional membership

(iv)  Multinational company membership

(v)   Honorary membership

 

4.    Membership groups in one Country may constitute themselves into a chapter if they are more than five and apply for the formation of a chapter.

a.     Ordinary Membership shall be open to any persons who apply directly to the Executive Office.

b.     Public institutional membership shall be open to any publicly funded organizations, which apply directly to the Executive Office.

c.     Private institutional membership shall be open to any privately owned organizations, which apply directly to the Executive office.

d.     Non-profit making institutional membership shall be open to any organizations (Community Based Organizations, Non Governmental Organizations and Farmer Organizations) which are registered as such and which apply directly to the Executive office.

e.     Multinational company membership shall be open to any company, which applies directly to the Executive office.

f.      Honorary membership shall be conferred to distinguished persons, Honorary members must be vetted by the Board of Directors.

 

5.    The Board shall have the absolute right to approve or reject all applications or proposals for membership.  The board may delegate this responsibility to a Nominating Committee.  The Committee may consult with national chapters to decide on the admission of candidates from respective countries or regions in TCBN membership.

 

6.    A member shall lose his membership under the following circumstances:

a.     By resignation, provided such member gives his prior intention to do so to the TCBN in writing within a period of 6 (six) months.

b.    By death, dissolution, liquidation or bankruptcy.

c.     By reason of failure to pay the subscription and other fees to TCBN.

d.    By expulsion by three fourth’s majority of the members.

 

7.    Upon becoming a member, a person shall pay an admission fee and shall in addition pay an annual subscription fee, the amount thereof to be fixed by the Executive Committee.

 

GOVERNING BODIES

8. The Governing Bodies and organizational structure of TCBN are:

a.     General Assembly

b.    Board of Directors

c.     Executive Committee

d.    Secretariat

 

GENERAL ASSEMBLY

9.    The TCBN shall in each year hold a general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the TCBN and that of the next.  Provided that so long as the TCBN holds its first annual general within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.  The annual general meeting shall be held at such time and place, as directors shall appoint.

10.  All general meetings other than annual general meetings shall be called extraordinary general meetings.

 

11.  The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitions, as provided by section 132 of the act.  If at any time there are not within Uganda sufficient directors capable of acting to form a quorum, any director or any one tenth of the members of the TCBN may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened.

 

12.  The general assembly of TCBN shall be the overall policy making body comprised of all paid up members and its responsibilities shall include the following interalia:

a.     Elect the Chairperson and other members of the Board of Directors through secret ballot system and according to one member one vote right system.

b.    Endorse the decision of the board on the levels of annual subscription and any other contribution to be paid by members.

c.     Consider and approve the TCBN’s financial statements.

d.    Establish the courses of action and make the decisions or recommendations necessary for the satisfactory operation of TCBN within the framework of these Articles of Association.

e.    Amend these Articles of Association of the TCBN, as required

f.      Approve the venue of the next regular general assembly meeting on the proposal of the Board.

 

NOTICE OF GENERAL MEETINGS

13.  An annual general meeting and a meeting called for the passing of special resolution shall be called by twenty one days notice in writing atleast.  The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the date and hour of meeting and, incase of special business, the general nature of that business shall be given, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the TCBN in general meeting, to such person as are, under the Articles of the Association, entitled to receive such notices from the Association.

 

Provided that a meeting of the TCBN shall, notwithstanding that it is called by shorter notice than that specified in this article deemed to have been duly called is it is so agreed:

a.     In the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat and

b.    In case of any other meeting, by a majority in number of the members having a right to attend and vote less than ninety-five percent of the total voting rights at that meeting of all members.

 

14.  The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at the meeting.

 

 

 

PROCEEDINGS AT GENERAL MEETINGS

15.  All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointed of the remuneration of the auditors.

 

16.  No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, two-thirds of the members present in person shall be a quorum.

 

17.  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 stand adjourned to the same day in the next week, at the same time and place, or such other day and at such other time and place as the directors determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

 

18.  The Chairman, if any, of the board of directors shall Preside as Chairman at every general meeting of the Association, or if there is not such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the directors present shall elect one of their number to be chairman of the meeting.

 

19.  If any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting. The members present shall choose one of their member to be chairman of the meeting.

 

20.  The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting from which the adjournment took place.  When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid it shall not be necessary to give any notice of an adjournment or of business to be transacted at any adjourned meeting.

 

21.  At any general meeting a resolution put to vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

  1. by the Chairman; or
  2. by atleast three members present in person of proxy; of
  3. by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

 

Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to the effect in the TCBN shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

 

22.  Except as provided in Articles 22, if a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded, shall be entitled to a second or casting vote.

 

23.  In the case of an equality of votes, whether on a show of hands or a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

 

24.  A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith.  A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

 

25.  Subject to the provisions of the Act, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings (or being agencies by their duly authorized representatives) shall be as valid and effective duly convened and held.

 

VOTES OF MEMBERS

26.  Every member shall have one vote.

 

27.  A member of unsound mind in respect of whose estate a manager has been appointed under the law relating to the administration of estates of persons of unsound minds, may vote, whether on a show of hands or on a poll, by his said manager, and any such manager may be proxy.

 

28.  No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the TCBN has been paid.

 

29.  The instrument appoint a proxy shall be in wiring under the hand of the appointer or of his attorney duly authorized in writing, or if the appointer is an Company, either under seal or under the hand of an officer or attorney duly authorized.  A proxy need not be member of the Association.

 

30.  On a poll votes may be given either personally or by proxy.

 

31.  The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarily certified copy of that power or authority shall be deposited at the registered office of the TCBN or at such other place within Uganda as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting, or adjourned at which the person named in the instrument purposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

 

 

32.  An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit.

 

TISSUE CULTURE BUSINESS NETWORK (TCBN)

I/WE ………………………….. of …………………………….. being a member/members of the above named Company, hereby appoint ………………… of ……………………………., or failing him …………………….. of …………………… as my/or proxy to vote for me/us/on my behalf at the (annual or extraordinary, as the case be) general meeting of the TCBN to be held on the …………… day of ………………………….. 2007 and at any adjournment thereof.

 

Signed this …………. Day of ………………………… 2007.

 

33.  Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the form or a form as near thereto as circumstances admit:

 

TISSUE CULTURE BUSINESS NETWORK (TCBN)

I/We …………………………. Of …………………………… being a member/members of the above named Company, hereby appoint …………………… of ………………………….. or failing him ………………………… of …………………………. As my/our proxy to vote for me/us/on my/our behalf at the (annual or extraordinary, as the case be) general meeting of the TCBN to be held on the ………………. Day of ……………………………… 2006, and at any adjournment thereof

 

Signed this ……………… day of ……………………… 2007.

 

This form is to be used in favour of/against the resolution.  Unless otherwise instructed, the proxy will vote as he thinks fit.

 

Strike out whatever is not desired.

 

34.  The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

 

35.  A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the TCBNat the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

 

36.  Any Corporation which is a member of the TCBN may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the TCBN and the person so authorized shall be entitled to exercise the same powers on behalf of the Corporation which he represents as that Corporation could exercise if it were an individual member of the Association.

 

DIRECTORS

37.  The Board is composed of 13 elected Directors including two ex officio members from outside Africa.  Voting board members shall come from the African region and shall be active players in the value chain of TC technology and business development.  No two board members should be from the same member organization.  No more than three board members shall come from the same chapter or Country.

 

The Chairperson and all Directors are elected by the General Assembly for a four-year period.  No member shall serve more than two consecutive terms.

 

The Board shall appoint an executive committee of 5 members among themselves.  Ex officio members of the Board shall not be appointed on the Executive Committee.

 

The Board will conduct a regular meeting once a year.  When present, the Chairperson shall preside at all meetings of the Board and General Assembly.  If the Chairperson is not in attendance, the Board Members shall select one amongst themselves to chair that particular meeting.  Meetings will be convened by the Secretary as directed by the Chairperson Extraordinary board meetings maybe held electronically as need arises.  Extraordinary meetings can be called when needed.  The Board can, as necessary, establish standing and ad-hoc committees based on basic thematic areas and tasks of the network.

 

The responsibilities of the Board are to:

a.             Endorse the admission of members to TCBN

b.            Recommend to the General Assembly the exclusion of a member from TCBN

c.             Ensure that any specific mandate determined by the General Assembly and the TCBN Articles of Association is observed and executed

d.            Replace any members of the Board who resign or dies between General Assembly Meetings

e.            Take any necessary action on behalf of TCBN between meetings of the General Assembly.

f.              Solicit and receive donations and sponsorship on behalf of TCBN

g.             Consider and approve annual accounts two months to the end of a designated financial year

h.            Form standing and adhoc committees to execute specific activities of TCBN

i.              Take the responsibility of the financial affairs.  The Treasurer shall be responsible in preparation of annual financial statement which shall be audited by auditors appointed by the Board.

j.              Propose appropriate subscriptions for the different categories of membership and present to the General Assembly for approval.

k.            Determine on the exemption of membership payment by the retied ordinary members who have been active in TCBN for atleast 10 years upon application.

 

DISQUALIFICATION OF DIRECTORS

38.  The office of director shall be vacated if the director:

a.     Without the consent of the TCBN in general meeting holds any other office of profit under the Association; or

b.    Becomes bankrupt or makes any arrangement or composition with his creditors generally; or

c.     Becomes prohibited from being a director by reason of any order made under Section 189 of the Act; or

d.    becomes of unsound mind; or

e.    resigns his office by notice in writing to the Association; or

f.      ceases to be a director by virtue of Section 186 of the Act;

g.     is directly or indirectly interested in any contract with the TCBN and fails to declare the nature of his interest in manner required by Section 200 of the Act.

 

A director shall not vote in respect of any contract in which he is interested or any matter arising there out, and if he does so his vote shall be counted.

 

39.  At the third annual general meeting all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three then the number nearest one-third, shall retire from office.

 

40.  The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

 

41.  A retiring director shall be eligible for re-election for another term of three years or as may be determined by the TCBN General Meeting from time to time.

 

42.  The TCBN at the meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office unless a resolution for the re-election of such director shall have been put to the meeting and lost.

 

43.  No person other than a director retiring at the meeting shall unless recommended by the directors be eligible for election to the office of director at any general meeting unless, not less than three nor more than twenty-one days before the date appointed for the meeting, there shall have been left at the registered office of the TCBN notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his, intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.

 

44.  The TCBN may from time to time by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increases or reduced number is to go out of office.

 

45.  The directors shall have power at any time, from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these articles.  Any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meetings.

 

46.  The TCBN may by ordinary resolution, of which special notice has been given in accordance with section 142 of the Act, remove any director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the TCBN and such director.  Such removal shall be without prejudice to any contract of service between him and the Association.

 

47.  The TCBN may by ordinary resolution appoint another person in place of a director removed from office under the immediately preceding article.  Without prejudice to the powers of the directors under Articles 45 TCBN in general meeting may appoint any person to be a director either to fill a casual vacancy as an additional director.  The person appointed to fill such will be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.

 

PROCEEDINGS OF DIRECTORS

48.   The directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit.  Questions arising at any meeting shall be decided by a majority of votes.

 

In the case of an equality of votes the chairman shall have requisition of a director who shall at anytime summon a meeting of the directors.  It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Uganda.

 

49.  The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be five.

 

50.  The continuing directors may act notwithstanding any vacancy in their body, but, if so long as their number is reduced below the number fixed by or pursuant to the articles of the TCBN as the necessary quorum of the directors, the continuing directors or director may act from the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Association, not for no other purpose.

 

51.  The directors may elect a Chairman of their meetings and determine the period for which he is to hold office, but if no such chairman  is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.

 

52.  The directors may delegate any of their powers to committees consisting of such members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors.

 

53.  A committee may elect a chairman of its meetings; if no such chairman is elected. Or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

 

54.  All acts done by any meeting of the directors or of a committee of directors, or by any person acting as director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be director.

 

55.  A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be valid, as and effectual as if it had been passed at a meeting of the directors duly convened and held.

 

56.  The Secretary shall be appointed by the TCBN in a General Meeting for three years and at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

 

57.  A provision of the Act or these articles requiring or authorizing a thing to be done by or to the same person acting both as director and as, or in place of the secretary.

 

EXECUTIVE COMMITTEE

58.  The Board of Directors shall appoint an Executive Committee comprising of 5 members.  The Committee shall have a Chairman, Secretary, Treasurer and two other members.

 

Members of the Executive Committee including the Chairman shall serve for a period of 2 years with a possibility of renewal for one additional term.  In the absence of the Chairman, the Committee shall appoint a chair among themselves to conduct business.

 

RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE

The functions of the Executive Committee include:

  1. Establish a Secretariat
  2. Oversee and guide the implementation of the activities of the Secretariat.
  3. Take active decisions and communicate to the Board Chairperson and Board members.
  4. Manage financial matters of TCBN

 

SECRETARIAT

59.  The secretariat shall be manned by:

a.     Director

b.    Administrative Assistant/Secretary

c.     Financial Administrator/Accountant

d.    Driver

 

The Secretariat is responsible for the management and administration of TCBN, specifically to:

a)    Implement Board’s decisions on day to day basis.

b)    Implement programs and projects of TCBN

c)    Keep the TCBN records, files and minutes

d)    Maintain communication among members

e)    Arrange for the TCBN’s publications

f)     Maintain the TCBN’s databases

g)     Prepare the annual reports and books of accounts

h)    Prepare, organize and convene the TCBN’s meetings

i)     Prepare, organize and convene the Board’s meetings and collect fees and subscriptions

j)     Assume other responsibilities, as agreed by the Board, not provided for in these Articles of Association.

 

OFFICE BEARERS OF TCBN AND THEIR DUTIES

60.       1. Chairperson

a) To preside over all meetings of the Board of Directors and General Assembly

b)   To prepare the agenda and venue for the Board and General Assembly jointly with the Secretary

c)    To oversee and supervise the formulation and implementation of the policy of TCBN

d)    To promote and publicize TCBN.

 

2.  Vice-Chairperson

a)    To preside over the Board and General Assembly meetings in the absence of the Chairperson

b)    To undertake any other responsibilities as assigned by the Chairperson

 

3.   Secretary

In collaboration with the Chairperson, the Secretary shall:

a)    Prepare minutes of the Board and General Assembly meetings.

b)    Call Board and General Assembly meetings

c)    Notify the Board and General Assembly of the dates and times of meetings

d)    Prepare agenda for Board and General Assembly meetings

 

4.  Treasurer

a)        To oversee collection of annual subscription fees from members and update the membership list.

b)       To monitor other income from donations, revenue from meetings or other sources.

c)        To oversee the budget utilization of TCBN funds

d)       To approve large payment amounts according to the budget approved by the Board.  The level which requires the Treasurers signature will be determined by the Board.

e)       Present a Written Financial Statement to the Board and the General Assembly.

 

THE SEAL

61.  The directors shall provide for the safe custody of the seal, which shall only be used by the authority of the directors in that behalf, and every instrument to which the seal shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors of the purpose.

 

ACCOUNTS

62.  The directors shall cause proper books of account to be kept with respect to:

a.     all sums of money received and expended by the TCBN and the matters in respect of which the receipt and expenditure take place.

b.    all sales and purchases of goods by the Association; and

c.     the assets and liabilities of the Association.

 

Proper books shall not be deemed to be kept if they are not kept such books of accounts as are necessary to give a true and fair view of the state of the Association’s affair and to explain its transactions.

 

63.  The books of account shall be kept at the registered office of the Association, or subject to section 147(3) of the Act, at such other place as the directors think fit, and shall always be open to the inspection of the directors.

 

64.  The directors shall from time to time determine whether and to what extent and at what times and places under what conditions or regulations the accounts and books of TCBN directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the TCBN except as conferred by statue or authorized by the directors or by the TCBN in general meeting.

 

65.  The directors shall from time to time in accordance with sections 148,150 and 157 of the Act, cause to be prepared and to be laid before the TCBN if general meeting such profit and loss accounts, balance sheets, group accounts, if any, and reports as are referred to in those sections.

 

66.  A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the TCBN in general meeting, together with a copy of the auditor’s report, shall not less than twenty-one days before the date of the meeting be sent to every member of and every holder of debentures of, the Association.  Provided that this articles shall not require a copy of those documents to be sent to any person of whose address the TCBN is not aware or to more than one of the joint holders of any debentures.

 

AUDIT

67.  Auditors shall be appointed and their duties regulated in accordance with sections 159 to 162 of the Act.

 

NOTICES

68.  A notice may be given by the TCBN to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Uganda) to the address, if any, within Uganda supplied by him to the TCBN for the giving of notice to him where a notice is sent by post, service of the notice to him where a notice is sent by post, service of the notice shall be deemed to be effected by property addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of forty eight hours after the letter containing the same is posted, and in other case at the time at which the letter would be delivered in the ordinary course of post.

 

69.  Notice of every general meeting shall be given in any manner hereinbefore authorized to:

a.     every member except those members who (having no registered address within Uganda) have not supplied to the TCBN and address within Uganda for the giving of notice to them.

b.    every person being a personal representative or a trustee in bankruptcy of as member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and

c.     the auditor for the time being of the Association.

 

No other person shall be entitled to receive notices of general meetings.

 

AMENDMENTS IN THE CONSTITUTION

70.  Any proposed amendment to these articles may be presented in writing by any 10 members of the General Assembly and must be received by the Board Secretary at least three weeks before General Assembly.

 

An amendment to these articles may be put to a direct vote of the members at this meeting if a minimum of 30% of all members are present.  Amendments shall be made through consensus as first option and if this fails, it shall receive approval by 75% or more percent of those voting members.

WINDING UP

71.  TISSUE CULTURE BUSINESS NETWORK (TCBN) may be dissolved by a Resolution of the General Assembly provided that the motion carried by 2 /3 majority of the members present and voting, that written notice is given thirty (30) days in advance specifying the proposal to this dissolution.

 

72.  Such motion should be written and signed by ¾ of full members.

 

73.  In the event of a dissolution, the property of TISSUE CULTURE BUSINESS NETWORK (TCBN) shall be disposed of in such manner as shall be determined by the General Assembly provided that no property whatsoever shall be given to members of TISSUE CULTURE BUSINESS NETWORK (TCBN) Forum but shall be distributed to other organizations with similar aims and objectives which also prohibit distribution of its assets among their members.

 

 

 

 

 

NAMES, POSTAL ADDRESSES                                 SIGNATURES OF

AND DESCRIPTION OF                                           SUBSCRIBERS

SUBSCRIBERS

1.          MR. EROSTUS N. NSUBUGA

P.O. BOX 11387

KAMPALA, UGANDA

CEO,  AGT (TC Seed company)

 

2.        DR.. TILAHUN ZEWELDU

ETHIOPIA/UGANDA

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SCIENTIST/Biotech Business Advisor

 

3.         DR.. CHARLES MUGOYA

ENTEBBE, UGANDA

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Biotechnology Programs Manager

 

Dated at Kampala this ………….. day of …………………………….. 2007.

 

WITNESS TO THE ABOVE SIGNATURES:

 

NAME IN FULL:         ………………………………………………………..

OCCUPATION:         ………………………………………………………..

POSTAL ADDRESS:…………………………………………………….

SIGNATURE:……………………………………………………………

 

 

 

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