KAYI INVESTMENT CLUB

(KIC)

CONSTITUTION
2017

P. O. BOX 26205,
Kampala,
Uganda.
E-mail: kayinvestment2017@gmail.com
Tel: +256.392.990.701/+256.782.266.485/+256.777.171.368

KAYI INVESTMENT CLUB CONSTITUTION 2017

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ARTICLE 1.0: ACRONYMS AND NAME OF THE ORGANISATION

KAYI - KAMPALA ALUR YOUTH INITIATIVE

KIC - KAYI INVESTMENT CLUB
AGM - ANNUAL GENERAL MEETING
GCM - GENERAL CLUB MEETING

The name of the Club shall be: KAYI INVESTMENT CLUB (KIC)

ADDRESS OF THE ORGANISATION

The address of the organization shall be:

Board of Trustees
P. O. Box 26205
Kampala
Uganda
E-mail: kayinvestment2017@gmail.com
Tel: +256.392.990.701/+256.782.266.485/+256.777.171.368

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ARTICLE 2.0: LOCATION OF THE ORGANISATION

The registered office of the Investment Club shall be situated and working in
the Republic of Uganda.

INTRODUCTION

KIC is an organization formed of members of the parent association KAYI and

affiliation associates.

This organization shall have members from different professions including

Teachers, Lawyers, Architects, Engineers, Planners,Statisticains, Surveyors,
Doctors and specialists from other fields. Members have over the years shared
their social experiences and kept the networking trail blazing.

KAYI has opted to better themselves by proposing to form an Investment Club

with the aim of generating income through diversified investment portfolios
that can economically empower them with a view of becoming key influencers
in the socio-economic growth of Uganda, East Africa, Africa and within the
global arena.

VISION

Establish an Investment vehicle that not only provides future financial

assurance to members and their families but also collectively secures a better
life for us all in a sustainable manner and as a future proofing mechanism.

MISSION

To create investment opportunities for members with the aim of enhancing

future earnings and also becoming key players/influencers within key socio-
economic sectors.
ARTICLE 3.0: OBJECTIVES
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The following are objectives to which the organization is established:
1. To mobilize resources by raising funds for organizational and Investment
Club development.
2. To empower members and their families/associates with a view to
attaining economic independence.
3. To do all such other things as are incidental and conducive to the
attainment of the above objectives.

ARTICLE 4.0: ACTIVITIES

In order to achieve and fulfill the above objectives, KAYI INVESTMENT CLUB
(KIC) will run and implement its activities through Departments where
activities will be laid down by the Board and approved by the Annual General
Meeting (AGM).
The number of Departments may increase from time to time depending on the
needs and level of development determined by the Board.

KIC shall have the following Departments within which various activities will be
implemented:

DEPARTMENT OF PLANNING AND INVESTMENT

The Department will pursue the following:

● Identify areas for investment and projects which focus on income
generation.
● Facilitate registration of organization to different financial institutions
that the Club can tap into.
● General planning on socio-economic development;
● Implementation of proposal on mechanism, policy for socio-economic
management;
● Foreign and domestic investment;

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 ● Management of Official Development Assistance (ODA), and non-
governmental funding (NGO);
● Tendering;
● Business registration;
● Summarizing and managing issues related to entrepreneurs, collective
business, private business;
● Providing public/private services under the legal regulations.

DEPARTMENT OF FINANCE AND RESOURCE MOBILISATION

The Department will pursue the following:

● Control all financial issues related to KIC and diligently provide quarterly
and annual reports that can be shared among members
● Keep all financial records and being able to display them to internal and
external auditors
● Prepare and facilitate AGM meetings
● Write proposals which seek funding from local and international
financers.

Note: We might need a third Department in future for research, education and
provision of investment advice. What is your view on this? Which other
departments are essential to be created? Perhaps a social and welfare
committee? One that can advise on projects that members can engage in e.g.
sponsorship of a child? Team building activities like sports days, health camps,
runs and car washes?

ARTICLE 5.0: MEMBERSHIP

The minimum number of members with which KIC proposes to be registered is

Twenty (20) who are the founders but the General Meeting may from time to
time register and increase membership through the following categories:
5.1.1: ORDINARY MEMBERSHIP

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In this category, membership to the organization is open and shall be awarded
to persons that are KAYI members and agree with the objectives, mission and
vision of the organization and upon purchase of an Investment Unit

5.1.2: AFFILIATE MEMBERSHIP

This shall be awarded to persons that are relatives of Ordinary Members and
agree with the objectives, mission and vision of the organization and upon
purchase of an Investment Unit.

5.1.3: VOLUNTARY MEMBERSHIP

This shall be awarded to any persons who are interested in KAYI and KIC and
also agree with the objectives, mission and vision of the organization and upon
purchase of an Investment Unit. Persons under this category shall first pay
20,000shs (Uganda Shillings Twenty Thousand Only) KAYI Registration fees to
qualify for KIC.

5.2.0: PROCEDURES FOR ADMISSION TO MEMBERSHIP:

● Membership under categories above shall be awarded upon filing the
application form containing all the requirements for admission.
● Membership under category AFFILIATE MEMBERSHIP once confirmed by
the AGM shall become members of KIC without voting Rights for the
members under the age of 18.
● Membership under category VOLUNTARY MEMBERSHIP once confirmed
by the AGM shall become members of KIC without voting Rights for the
members under the age of 18.
● All members shall pay an annual subscription fee to be set by the AGM
from time to time.

ARTICLE 6.0: ADMINISTRATION AND MANAGEMENT

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Subject to this provision the KIC shall have administrative organs as mentioned
hereafter meant to accomplish its objectives efficiently:

a. ANNUAL GENERAL MEETING

b. BOARD OF TRUSTEES
c. DEPARTMENTS

6.1.1: ANNUAL GENERAL MEETING (AGM)

● The organization shall hold at the end of every year an AGM in addition
to other meetings.
● The AGM shall be the supreme organ to KIC and will be the highest
decision making body of the organization.
● The AGM shall be held at such place and time as shall be appointed.
● The AGM will be constituted by all members of KIC.

6.1.2: PROCEEDINGS AT THE GENERAL MEETING

The AGM shall conduct its procedures in accordance with democratic

principles; decisions shall be made on the basis of simple majority in favor.

No activity shall be carried on at any General Meeting unless a Quorum of

members is present at the time when the meeting proceeds. Here then the
quorum shall constitute of 75% of the members to make it a quorum. The
organization shall hold at the end of every year, an Annual General Meeting in
addition to other meetings.

The members shall elect the chairperson of who shall continue to be the
Chairperson at every General Meeting of Investment Club.

6.1.3: DUTIES AND POWERS OF THE AGM

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Subject to the provisions of this constitution the AGM shall have the supremacy
to make rules and regulations on any theme for harmony, order and good
management for the achievement of Club’s objectives.

● The AGM shall protect this constitution and protect the democratic
governance of KIC as well as determine policy and investment programs
of the Club.
● The AGM shall receive and judge the reports of the Board which shall be
presented by the Chairperson, the Secretary General and the Treasurer.
● Have the right to evaluate, approve, amend or repeal any decision and
recommend any of the structures and officials of the Club.
● Have powers to elect, appoint and remove any committee or individual
and assign specific tasks and duties to such departments and individuals
as the case may be.

ARTICLE 7.0: BOARD OF TRUSTEES

There hereby/shall be established a Board of Trustees hereinafter referred to as

the Board which shall have perpetual succession and a common seal and shall,
under that name be capable of suing and being sued and have power of
purchasing or otherwise acquiring, holding and alienating movable or
immovable property and subject to the provision of this constitution, of
performing all such other activities as a Board may by law, perform.

The Board shall function without political or religious bias or interference by

the external forces. The Board shall be the administrative organ of KIC and
shall ensure that projects/investments/ and programs are effectively executed
as determined by the AGM. The Board shall, subject to the provision of this
constitution be autonomous and subject to the AGM.

ARTICLE 8.0: COMPOSITION OF THE BOARD OF TRUSTEES

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The Board of Trustees shall be composed of:

i. CHAIRPERSON
ii. SECRETARY GENERAL
iii. TREASURER
iv. HEADS OF COMMITTEES

The Chairperson will be the head of the Board of Trustees. Unless otherwise
determined by the General Meeting, the number of Trustees who shall
constitute the Board of Trustees shall not be less than three (3) and not more
than seven (07) depending on the number of Departments.

The names of the first members and Board of Trustees are:

1.
2.
3.

8.1: POWER AND DUTIES OF TRUSTEES

The activities of KIC shall be managed by the Trustees, who may pay all
expenses incurred in getting up and registering KIC, and may exercise all such
other power of KIC.
The Trustees shall cause minutes to be made in books provided for the
purpose:

● Of appointment of officers made by the Trustees

● Of names of the Trustees present at each meeting
● Of all resolutions and proceeding at all meetings of KIC
The Board shall cause the director, upon a vote of no confidence to vacate the
office immediately on any (of the) following grounds provided he/she is given
chance to defend himself/herself:

● Willful violation of the Oath or abuse of the office

● Mismanagement of KIC resources
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 ● Embezzlement or misappropriation of funds of KIC
● Becomes of an unsound mind, or
● Resigns his office by notice in writing to KIC

The Trustees may, meet for the purpose of Business, adjourns and otherwise
regulate their meetings as they think fit.

Questions arising at any meeting shall be decided by majority of votes. In the

case of equity of votes the Chairperson shall have a second or casting vote.

The Trustees may fix the quorum necessary for the transaction of the business
of the Trustees but this shall not be less than three in accordance with the
number of Trustees who shall/are a minimum of three and a maximum of
seven.

The Trustees shall elect one of its members as the Chairperson provided that if
at any meeting the Chairperson is not present within forty/forty five minutes
after the time appointed for holding the meeting, the Trustees present may
choose one of the their members to be chairperson of the meeting.

A resolution in writing, signed by all Trustees, shall be as valid and effectual as if

it had passed at a meeting of the Trustees duly convened and held.

The Board shall oversee the activities of the KIC and of other staff to ensure the
efficient management of KIC.

In particularIn particular, the KIC Board of Trustees shall:

● Manage the activities of KIC and make decisions in relation to programs

and project of KIC and their implementation.

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 ● Make regulations for the proper management of the personnel
amenities and finance of KIC.
● Approve Annual Plans and Budget
● Ensure the provision of amenities necessary for the running of KIC.
● Carry out such other activities as are necessary for the proper
management and running of the activities of KIC.
● Do all other things necessary in promotion of KIC programs and projects
as such as may be assigned by the AGM.

8.2: FUNCTIONS OF THE CHAIRPERSON

Subject to this provision of this constitution there shall be elected Chairperson

among the Board of Trustees who shall be chief managing Trustee of KIC.

In exercising his/her duties the chairperson shall:

● Be responsible to chair and supervise all meeting of the Board in

conformity with this constitution.
● Link KIC with other organizations and institutions nationally, regionally
and globally.
● Be responsible to present a report on the state of KIC at the AGM.
● Be responsible in coordination with the Secretary General to convene all
the Annual General Meeting of the organization and the Board of
Trustees when the need arises.
● Be the overall supervisor and custodian of activities, programs and
projects of KIC.
● Fulfill such other duties as assigned to her/him by the Board and AGM.

8.3: FUNCTIONS OF SECRETARY GENERAL

There shall be elected Secretary General who shall, subject to provision of this
constitution be the chief administrative officer of KIC. The Secretary General
shall, in exercising his/her duties:
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 ● Prepare the annual report on the overall work of KIC
● Be overall functioning of the KIC Board as well as convening meetings
thereof through consultation with the Chairperson.
● Be responsible for the legal affairs affecting KIC.
● In absence of the Chairperson assume the functions of Chairperson
● Be responsible to planning and a custodian of all documents concerning
all the projects of the organization.
● Be responsible for minutes of all Board meetings and all other meetings.
● Fulfill such other duties as assigned to her/him by the Board and AGM

8.4: FUNCTIONS OF THE TREASURER

The Board of Trustees of KIC shall vote/elect the Treasurer who shall with
effect be the chief custodian of the funds and property of KIC and exercise
his/her duties as follows:

● Ensure that funds received are properly recorded and expanded in

accordance with the objectives of KIC and or programs in question as the
case may be.
● Prepare an appropriate annual budget for the approval of the Board, in
which the budget shall make provision for all the estimated expenditure
of the programs for the relevant financial year and for reserving funds of
contingent reliability.
● Cause to keep proper books and records of accounts of the income,
expenditure assets of KIC, financial transactions, to clearly reflect the
financial position of KIC
● The treasurer may at his/her discretion or at Board’s request submit the
audited accounts to funding agencies.
● Perform any other duties as assigned by the Board and the AGM
including sharing of dividends.

8.5: THE SEAL

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The Trustees shall provide for safe custody of the seal which shall be signed by
the Secretary General or (by some other person appointed by the Trustees).

ARTICLE 9.0: FINANCE PROVISIONS

KIC shall accept funds from any source whatsoever, provided the same is
legitimate and the receipt thereof is not contrary to the general philosophy and
principles governing KIC.

● The funds received or generated by KIC shall be applied only to the

activities of KIC, Provided that such fund may be invested the Treasurer
and approved by the KIC Board of Trustees.
● No expenses shall be included for the purpose of programs except in
accordance with the annual budget or in appropriate circumstances with
authorization of the Board
● The financial year of the KIC shall be twelve months commencing on such
date as the Board may recommend and approve.
● The books of accounts shall be kept at the registered office of KIC.

ARTICLE 10.0: SIGNATORIES

The following officials or otherwise provided by the constitution shall be

signatories to the banking and financial and other important activities as
approved by the Board:

a. The Chairperson
b. Secretary General
c. Treasurer

NOTE: No transactions or withdrawal whatsoever from the bank or any other

financial institution or any activity shall be honored without the official
signatories mentioned in this article.

ARTICLE 11.0 AMENDMENT OF CONSTITUTION

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Subject to constitution the Annual General Meeting (AGM) shall and may
amend constitution by a way of addition, variation or repeal any provision of
this constitution in accordance with the approved procedures by the Board.

PARTNERSHIP AGREEMENT

The partnership agreement sets out the rules for how the investment club will
operate and agreed to by the partners. In this document, every possible
contingency is included. To be legally binding, the partnership agreement and

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the constitution of the investment club must be signed, dated and witnessed
by all investment club members.

Formation of partnership: The undersigned hereby form a general partnership

in the Republic of Uganda according to its laws.

Name of partnership: The name of the partnership will be the KAYI Investment
Club.

Term: The partnership will start on 01/02/2017 and will continue until all
partners agree to dissolve it or a partner dies.

Purpose: The purpose of the partnership is to invest the funds of the

partnership solely in businesses and other investment portfolios for the
education and benefit of the partners.

Membership: Members of the investment club will be referred to as ‘partners’.

The investment club will at all times consist of between 10 and 20 partners.

Additional partners: Additional partners can join at any time if 75% of existing
partners agree to this in writing or at a meeting, and the number of partners in
the investment club will not be more than 20.

a) New partners must be proposed and seconded by two existing partners.

b) The investment club can refuse to admit any person without giving a reason.

Initial joining fee: A new partner will pay a joining fee of 20,00shs (Uganda
Shillings Twenty Thousand Only), OR as decided by the investment club at the
inaugural meeting.

Monthly contributions: Partners must make contributions to the investment

club on the date of each investment club meeting OR during the Month of

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payment. Contribution amounts will be revised/ determined by the investment
club as of when. A partner’s capital account cannot be more than 20% of the
combined value of the partners ‘capital account in the preceding year. If it is
more than this amount, additional contributions can be limited OR the extra
money carried forward.

Valuation: The current value of the assets and property of the investment club,
less the current value of the debts and liabilities of the investment club, will
determine the value of the partnership. The value of the partnership will be
calculated five business days before each periodic meeting (the ‘valuation
date’).

Management: Each partner will participate in running and managing the

investment club. Unless otherwise provided, decisions will be made by the
partners by majority vote. The voting system is ‘one partner = one vote’.
Partners acknowledge that they only have a right to the growth in their capital
accounts if they have fulfilled all obligations set out in this partnership
agreement.

Meetings: Periodic meetings will be held as determined by the partnership.

Partners must attend the minimum number of meetings required (normally 75
%+). Partners can attend all meetings and vote on all matters. A meeting
quorum (normally of half the membership, plus one) will be agreed. A mutually
agreed process will be followed for any partner who constantly misses
investment club meetings.

Research: All partners are expected to research at least one company per
month, using a recommended system of company evaluation.

Minutes: Minutes must be kept of investment club meetings. Minutes must be

issued by the investment club secretary to partners at least two weeks (or as
soon as possible) before the next meeting via email or fax.

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Choose Officers: All officers (President, Treasurer, Secretary and other roles)
must be chosen. Two internal auditors (who are not office bearers) can be
appointed to audit the investment club accounts.

a) The Club Treasurer will produce a statement of accounts at the Annual

General Meeting (AGM). A report detailing the income, expenditure,
investment club assets, arrears, end-of-year portfolio valuation and each
partner’s total contribution/drawings with current values of holdings will be
presented to partners.

b) An auditors’ report will be presented to partners at the AGM.

c) The investment club’s bank account account must be determined annually,

or at a special Meeting. All meeting dates and venues for the year need to be
agreed by members. Between 5 to 10 days’ .q1noticenotice must be given for
all meetings.

d) The goals of the investment club must be stated, including a comprehensive

review of asset allocation.

e) Partners’ monthly contributions will be stated and may be reviewed

upwards in line with inflation.

Sharing of profits and losses: Net profits and losses of the partnership will
accrue to partners in proportion to the value of their capital accounts or their
unit balances.

Books of account: Books of account of the transactions of the partnership will

be kept. These will be available and open to inspection and examination by any
partner at all times.

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Annual accounting: Each calendar year, a full and complete account of the
condition of the partnership will be made to the partners.

Bank account: The partnership will choose a bank at which to open an

investment club bank account. Funds deposited in this account will be
transferred to a trading account by one of two partners (the Club President
and Club Treasurer), designated by the partnership.

a) All income will be paid directly into the investment club’s bank account.

b) The investment club’s bank account must be set up without overdraft

facilities.

Voluntary termination: The investment club can be wound up if:

a) 75% of partners pass a resolution at a specially convened general

meeting.
b) Agreed to by partners whose capital accounts make up the majority of
the investment club combined capital accounts.
All partners must be given notice of the dissolution. The partnership will be
terminated by paying the entire investment club’s debts and liabilities and
distributing the remaining assets to the partners or their personal
representatives in proportion to their capital accounts.

Withdrawal of a partner: Any partner can withdraw a part or all of his/her

capital account by giving notice in writing. If a partner resigns, they will receive
their share of the investment club’s holdings (minus legal and brokerage fees)
in full payment within 90 days of resigning. A partner’s notice will be deemed
received at the first investment club meeting at which it is presented. The
valuation statement prepared for the following meeting (the first meeting
after the resignation was presented) will be used to determine the value of the
partner’s account. Between these two meetings, remaining partners will have

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the option to buy the capital account of the withdrawing Partner (in proportion
to their own capital accounts).

Death or incapacity of a partner: If a partner dies or becomes incapacitated,

this will be treated as a withdrawal. The value of the partner’s capital account
will be paid to their executor in full within 90 days of the investment club
meeting where the death or incapacity was recorded.

Purchase price: If a partner dies, becomes incapacitated or withdraws from the

partnership and other partners buy his/her capital account in cash, these
partners will pay a purchase price equal to the capital account, less the actual
cost of selling sufficient securities to obtain the cash to meet the withdrawal.
Payment will be made within 60 days of a partner giving notice of the
purchase. In the case of a complete withdrawal, the withdrawing partner’s
capital account can be sold for cash or securities, at the option of the
remaining partners. In the case of a partial withdrawal, the capital account can
be sold for cash or securities at the option of the withdrawing partner. If a
withdrawing partner wants an advance payment, the investment club can pay
80% of the estimated value of the capital account at its earliest convenience,
and settle the balance of the account according to standard timelines. Where
payment is made in securities, the investment club’s broker must be advised
that the ownership of securities has changed by the valuation date used for the
withdrawal.

Taxation: Tax affairs will be dealt with according to the law of the land.

Disputes: Any disputes about the interpretation of the partnership agreement

will be decided by the Club Chairperson at the AGM or, if requested, at a special
general meeting. Disputes relating to the valuation of a partner’s share will be
decided (after gaining majority approval from club members), by an
independent chartered accountant (appointed by the Club Chairperson),

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whose decision will be final. Fees for the accountant will be paid by the losing
party or equally between parties if no clear decision is made.

Dividend policy: After five years from the formal inauguration of the
investment club, partners will hold a meeting to decide on a dividend policy for
the next five years. This policy will be reviewed and adjusted annually
thereafter.

Amendments to this agreement: This agreement can be changed at any time if

agreed to by partners who hold at least 75% of the value of the combined
capital accounts of all partners.

This partnership agreement is hereby declared and will be binding on all

partners as well as on their respective heirs, executors, administrators and
personal representatives.

NO. PARTNER’S NAME ADDRESS PARTNER’S

SIGNATURE

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KAYI INVESTMENT CLUB CONSTITUTION 2017

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THE INVESTMENT CLUB RULES THAT GOVERN THE DAY-TO-DAY RUNNING OF
THE KAYI INVESTMENT CLUB (KIC)

1. ACTIVITIES OF THE INVESTMENT CLUB

The activities of the investment club must comply with the constitution; its
members have put in place. The constitution can only be changed if 75% or
more of current members agree to the change.

2. OFFICERS

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The investment club will be managed by three officers: the Chairperson,
Secretary and Treasurer. The officers will be elected at the annual general
meeting of the investment club by a majority vote. Officers can/must resign at
the next Annual General Meeting, but can be re-elected. If an officer leaves the
investment club, dies or cannot carry out his her duties anymore, a
replacement can be chosen at the next Ordinary Club Meeting. Other officers
can be chosen to help the three main officers.

3. MEETINGS

a) The club will hold 12 monthly meetings each year and one Annual General
Meeting, where members can vote on all matters.

b) Dates and venues of meetings can change if the majority of members at a

meeting agree to these changes. At least half of all members must be at a
meeting for the decision to be valid.

c) All members will get minimum five days’ notice of meeting dates and
venues.

d) A special general meeting can be called if three or more members want to

discuss special items of business. The members must give a written request to
the secretary, who must then give at least 21 days’ notice to all members.

4. MEMBERSHIP

The investment club will have a minimum of 10, and a maximum of 20 members
at all times.

5. ELECTION OF NEW MEMBERS

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a) A new member will only be accepted if no other member objects to him/her
joining at the meeting where the application is considered if at least 75% of the
quorum accepts him/her.

b) A prospective member must be recommended by an existing member at a

monthly club meeting, and must be seconded by another member. If all
members at the meeting accept the new member, his/her name and address
will be included in the minutes of that meeting.

c) The investment club can refuse admission to any person without giving a
reason.

d) When a new member joins the investment club, he/she will sign an
agreement; pay the initial joining fee subscription (if applicable) and the first
month’s subscription. This will buy the member units in the club’s investments,
calculated according to investment club rules and the unit value at the time of
joining.

6. WITHDRAWAL OF MEMBERSHIP

a) When a member resigns they will receive their share in the investment club
account (minus legal, liability, asset and brokerage/staff fees) in full payment
within 90-days of resignation.

b) Upon the death of an investment club member, their share value of the
investment club holdings will be paid to their executor (minus legal, liability,
asset and brokerage/staff fees) in full payment within 90-days of the
investment club meeting where the death was recorded.

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c) Upon the failure of an investment club member to pay their Annual/Monthly
fees, a grace period of three Months shall be given to him/her to clear their
outstanding fees. Failure to do so in the given period, their share value of the
investment club holdings will be paid (minus legal, liability, asset and
brokerage/staff fees) in full payment within 90-days of the investment club
meeting where the failure was recorded.

7. SUBSCRIPTIONS

a) All members must pay a monthly subscription of 50,000Shs per calendar

month into the investment club’s bank account or to the club’s treasurer.
Subscriptions must be paid on or before the 1st of each month in person or
through mobile money (inclusive withdrawal charges).

b) Each member’s subscription will buy units based on the unit value declared
at the previous monthly meeting, after paying for any brokerage/staff fees.

c) The Treasurer will notify members at the monthly meeting, if any member is
behind in payments.

d) The monthly subscription and brokerage fees can be changed at the

investment club’s annual general meeting or at a special general meeting.

8. CAPITAL ACCOUNT

a) The Treasurer will value the investment club’s assets monthly and will report
this at the next meeting.

b) The Treasurer’s monthly report will include:

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• The current value of each of the club’s investments and the combined value
of all investments
• A statement of unpaid accounts and cash in hand
• The total value of the investment club’s assets
• The current unit value

9. MEMBERS’ ACCOUNTS

Each member will have his/her own account, showing:

• Total investments made (subscriptions, initial lump-sum and additional unit

purchases)
• Total withdrawals made (units sold back to the investment club)
• Total number of units held and current value of holding

10. MEMBER LEAVING THE INVESTMENT CLUB

a) Resignations must be given in writing to the club President, Treasurer or

Secretary at least seven days before the monthly meeting at which the
member will resign.

b) Members leaving the investment club must sell all their units back to the
investment club.

c) Members leaving the investment club will be paid the value of their units
(based on the unit value declared by the Treasurer at the meeting where the
member resigns), less any brokerage/staff fees and any legal fees incurred due
to the member leaving. They will also receive their portion of any surplus cash
that the investment club is holding.

d) Members leaving the club will be paid out as soon as possible, and within 90
days of the meeting at which they resigned.

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11. ADDITIONAL UNITS

The investment club can allow members to buy additional units. However,
members keep equal voting powers on all matters and this is limited to 20% of
the Partner’s total account.

12. RUNNING COSTS

The expenses of managing the club will be recorded in the club’s cash account.
These expenses will be paid from subscriptions and other income. The
treasurer will keep a full and accurate record of all expenses to submit to the
auditors annually.

13. BANKING

a) The bank the investment club uses will be decided on at every Annual
General Meeting. The choice of bank can be changed by a majority vote at a
special general meeting.

b) All income (earned on investments or from the sale of investments) will be

paid directly into the investment club’s bank account(s). However, members
can agree that the income from the sale of investments be used to buy other
investments.

c) The investment club will instruct the bank not to give it an overdraft facility.

14. STOCKBROKERS

The investment club’s stockbrokers will be instructed that;

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a) Only two named officers are authorized to buy or sell investments on behalf
of the investment club.

b) No member is authorized to commit the investment club beyond the cash it

holds.

15. AMENDMENTS OF RULES

The rules of the investment club can be changed at any club meeting where
there are enough members for a vote to be valid. At least 75% of the members
at the meeting must agree to the change.

16. MINUTES

Minutes of investment club meetings will be kept and must be available for
inspection by any member of the investment club at any reasonable time.

17. DISPUTES

a) Any disputes about the interpretation of these rules will be decided by the
chairperson or resolved at a special general meeting.
b) Any disputes about the valuation of a member’s share in the assets of the
investment club or his/her entitlement to that share will be decided by an
independent chartered accountant (CA).

The CA will be appointed by the chairperson and should the dispute be with the
club’s chairperson, be appointed by the club vice chairperson.

The chartered accountant must have at least seven years’ experience as a CA.
The CA’s decision will be final. Any costs incurred to get this decision will be
paid by the party who loses the dispute. If it is not clear who lost, fees will be

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28
shared between the investment club and the member or ex-member
concerned.

18. WINDING UP

The investment club will be wound up if at least 75% of members agree to this
at a special general meeting. When the club is wound up, all its assets will
divided among members (after paying any expenses) based on the number of
units held by each member.

19. TAX LIABILITY

Members accept their proportional tax liability on the trading profits made by
the investment club in any tax year.

NEW MEMBERS FORM PHOTOGRAPH

Surname: ____________________________________________________
Other Names: _________________________________________________
Identity Number:
__________________________________________________________
Postal Address:
__________________________________________________________________
__________________________________________________________________
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__________________________________________________________________
_________________________________________________________
Physical
Address:___________________________________________________________
__________________________________________________________________
__________________________________________________________________
___________________________________
Telephone Number: __________________________________________
Email Address:
_________________________________________________________
This person was nominated for membership of the KAYI Investment Club (KIC)
at a meeting held on _____________. There has been no objection to this
nomination. The nominee is warmly invited to become a member of the club by
accepting the partnership agreement, consenting to club rules and paying the
specified joining fee and monthly subscriptions according to club rules.

Signed _______________Date__________________
(Club Secretary)

DECLARATION BY JOINING MEMBERS

I,_____________________________ having received and read the partnership

rules of the KAYI Investment Club, agree that the affairs of the investment club
will be carried out according to the partnership rules and the spirit in which
they have been set. I agree to abide by the partnership rules and any
amendments to these rules made in future.

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I agree to pay the Annual Subscription Fee of 50,000shs (Uganda Shillings Fifty
Thousand Only) which will be used for all Administrative work and running the
Clubs activities.

After joining, I understand that individual investment valuations will be

determined according to partnership rules.

I agree to pay monthly Contributions of 50,000shs (Uganda Shillings Fifty

Thousand Only) to the Club’s Treasurer by the End of every month according to
partnership rules.

I will try my best to attend and participate in investment club meetings and to
respond to other reasonable requests about investment club business.

Signed:_______________________ Date:_____________________

OATH OF NEW OFFICERS

KAYI INVESTMENT CLUB

Oath as an officer of KAYI Investment Club

I, _____________________________, pledge that I will faithfully execute the

duties of my office as the_________________________ of the KAYI Investment
Club (KIC). I will at all times perform to the best of my ability and will exercise

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31
due skill and care in all my dealings as the___________________ of the
investment club.

So Help Me God.

Signed at _______________on this ___________day of_____________

20_______.

Signature: ____________________________________

Full name: ____________________________________

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