SPECIFIC OBJECTIVES The specific objectives of the Trust are to: a) identifyvulnerable individuals under 21 years of age to benefit from this

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1 ' ' ' s...,- 'W-' ","",-"""""=",,,,,,',"-==""""'"'--'";J;, '. - / c,5 /\ :J::..,--J ['" ';Ylc 1(\;1ef:l!.:t1!- THS DECLARATON OF TRUST s made the \,+L d;";:'':1h:.> T; Sj l Thousand and Fve by MSKWAMBOKA OKAR of P. O. Box , Narob (as' 'Charman. MR MLTON HARE of p, O. Box Narob (as Hon. Secretary and MR.DELBERT NCHOLS of P. O. Box 64976, Narob (as Hon. Treasurer, (herenafter jontlycalfed "the orgnal Trustees" whch expresson shall where the context so admts nclude ther respectve personal representatves and assgns. WHEREAS The Trustees are desrous that a Chartable Trust to be called THE MARGARET OKAR CHLDREN'S FOUNDATON should be created as herenafter declared and.., whose objects are herenafter set out AND have resolved that funds sj.1ouldbe : rased for the use of the TRUST as s herenafter declared..- y--"' "\ l, : J NAME '-<.."","" 0. l' &'l0s \ The name of the Trust '\C'. ' :' \ FOUNDATON. shall be THE MARGARET OKAR CHLDREN'S..'J..,.. ""\r. "A GENERAL OBJECTVES The general objectves of the trust are to:, (a mprove the qualty of lfe of the orphaned chldren n Tabaka and Nyangena n Ks,Kenya; (b provde support for educaton, shelter, clothngand lvngand other expenses and other programsthat wllassst the orphans fromtabaka and Nymgenan achevng ther fullpotental nsocety; (c ntate self-sustanng projects that mprove the welfare and or promotes development of the targeted chldren; rehabltate vulnerable youths socally to partcpate n ncome generatng actvtes for economc mprovement; work n partnershp wth Government, Non-Govemmental- Organzatons and other statutory and voluntary agences n the provsonof servces, development projects and other programs amed at eradcatngpoverty, facltatngdevelopment and mprovngwelfare; (e put up The Trust Centers objectves. n dfferent regons to facltate these 3. SPECFC OBJECTVES The specfc objectves of the Trust are to: a dentfyvulnerable ndvduals under 21 years of age to beneft from ths scheme (b sponsor the target groups n educatonal and tranng nsttutons, youth (c (d (e (D (g (h, (0 group's economc ventures, and chldren's homes and rehabltaton centers.. dentfygroups of facltators to provde educaton and tranng to the target groups n ther normal envronments. organze semnars and workshops for The Trust facltators and partners. evaluate regularly the objectves set for each target group. wrte perodc reports on the actvtes of The Trust undertake fund rasng actvtes for the projects. - undertake audtng of The Trust accounts and make specfcreports to the Trustees and Donors annually.. establsh an actve lnkwth the sponsors and donors. ---,o-,,:*""';;:;, - '-.-,. \\.\ r- J

2 e=., TRUSTEES a. The orgnal Trustees shall be the supreme authortyn all the affars of the Trust b. At least one of the orgnal Trustees, or Successor, shah serve n the Executve Commttee of the Trust; c. One of the Orgnal Trustees shall serve as Charman of the Executve Commttee of the Trust. d. The Orgnal Trustees shah be sgnatores to all Memoranda, authorzaton of all payments and all cheques must bear the sgnature of at least one of the Orgnal Trustees. MEMBERSHP Membershp shall be open, rrespectve of {lender, poltcal opnon: relgon, natonalty, educatonal level, color or face and shall comprse of the followng; (a "Ordnary membershp" shall be open to any person who has attaned 18 years of age. (b "Assocate membershp" shall be open to well wshers, representatves of organzatons whch subscrbe to the objectves of The Trust (c "Honorary membershp" shall be open to any person upon whom for outstandng servce The Trust consders t ft to confer such membershp. (d "Recprocal membershp" shall be open to any member or an nsttuton between whch, certfed agreement exsts wth The Trust. (e "Specal junor membershp" shall be open to ndvduals under the age of 18 years. (f A nomnal membershp Executve Commttee. fee wh be agreed upon annually by the (g All membershp applcatons shall be made to the Executve Commttee of the Trust and shall be confrmed by the Trust n General Meetng. POWERS n furtherance of the ams, but not otherwse, the Trustees may exercse the followng powers, to:- (a Provde fnancal assstance to orphaned chldren n Tabaka and Nyangena to facltate ther educaton and tranng n formal and nformal educatonal nsttutons, (b Provde educatonal facltes, to support orphaned chldren through normal schools and colleges, communty and adult educaton centers, (c Brng together n a conference, semnars and workshops, representatves of other voluntary organzatons, Government departments, statutory authortes and ndvduals wth the l<e objectves of the Trust to compare notes and learn from each other, Cd Provde advce and support servces through counselng, prnt and electronc meda.. (e Provde ether alone or n collaboraton wth others, exhbtons, publc lectures, courses and any other such actvtes n furtherance of the objectves of the Trust (f Undertake research nto any aspect of the object of the actvtes of the Trust and to make publc the results for the consumpton of nterested partes. (g Provde nformaton and assstance to other oraanzatons and afflates provdng the same servces. (11 Rase funds, nvte and reve contrbutons provded that n rasng "

3 ( 0 (k ( (m (n (0 (p funds, the Executve Commttee shah not dvert the funds for personal use or unrelated objectves, actvtes and shal conform to any relevant requrements of the laws. Buy, take on lease or exchange any property necessary for the furtherance of the objectves of the Trust, mantan and equp t for use. Secure the establshment of a communty centre and to mantan and manage or to co-operate wth any local authorty n the mantenance and management of such a centre to promote the objectves of the Trust and ts actvtes. Sell, lease or dspose of all or any part of the property of the Trust subject to any consent requred by law, Borrow money and to charge all or any part of the property of the Trust wth repayment of the money so borrowed effected accordng to the wrtten agreement between the borrower and the lender and the law of... the land, Employ such staff (who shall not be members of the Executve Commttee as are necessary for the proper pursut of the ams and objectves of the Trust. f practcable, make all reasonable provsons for the payments of salares, pensons and superannuatng for staff and ther dependants.. Co-operate wth other chartes, voluntary organzatons, and statutory authortes operatng n furtherance of the same objects of the Trust Appont and consttute such advsory commttees as the ExecuTve Commttee may see ft. Do all such other lawful thngs as shall further the chartable ams and objectves of the Trust SUSPENSON AND TERMNATBONOF MEMBERSHU:' (a A member of the Trust may be suspended from the exercse of the rghts and prvleges of the membershp of the Trust on the recommendaton of the Executve Commttee, for such a perod the Executve Commttee consders ft but not exceedng a perod of sx months n anyone nstance. Should the Executve Commttee consder that a member should be suspended for a perod exceedng 28 days, such a member should have the rght to appeal as provded by the clause (b below (b A member may be expelled from the Trust by recommendatons of the Executve Commttee. f n the opnon of the Trust hs/her membershp s not conducve to the best nterest of the Trust. Such a member shall be expelled, andhefshe shall have a rght to appeal wthn 14 days to a sub-commttee of the Executve Commttee of Members elected by the Trust, none of whom shall be members of the Executve Commttee. Another member ofhe Trust may represent such a member. CONDUCT OF MEETNGS "" The Executve Commttee shall meet at least four tmes n every year. a The Annual General meetng of the Trust shall be hed by Aprl of every fnancal year whch shall run concurrently wth the calendar year or at least four months after the end of the year at such tme and place as the Executve Commttee shah determne. At least 21 clear days notce thereof shall be gven n wrtng by or on behalf of the-charperson of the Trust to the members specfyng the busness to be conducted 3 "-- --

4 ",; 50, }: ;!.j " 9. \; 1\. f,. : b c d e f theren. Extra Ordnary Meetng shall be called by the Charman at any tme of the year as determned by the Executve Commttee n a full meetng and for whch 7 days notce shall be gven ncludng the agenda for the meetng. The Charman shall convene and char all meetngs. f the charman s absent from any meetng, the members of the executve Commttee present shall choose one of ther number to be charperson of the meetng before any other busness s transacted. The Secretary (or other person apponted by the executve commttee shall keep mnutes of the proceedngs at rr.eetngs of the executve Commttee and any sub commttee. Such mnutes shall be produced wthn 14 days from the date of the meetng wth the Charman and the Secretary's sgnatures thereon for dstrbuton to the members.. Every Annual General Meetng (AGMl shall be called by the Charman after Executve Commttee's sancton. The Secretary shall gve at least 21 day's notce of the AGM to all the members of the Trust. All the members shall be enttled to attend and vote at the meetng. The busness at the Annual General Meetng shall be; 1. Readng of the Meetng Notce and Agenda by the Secretary. 2. Receve the Annual report of the Trust by the Charman. 3. Adopt, dscuss and approve the annual audted accounts. 4. Elect the offcers, and members of the Executve Commttee. 5. Appontment of Audtor for the followng year., 6. Consder any other alteraton to the consttuton. 7, And consder any other busness for whch 14 days notce has been gven. MEETNGS AND PROCEEDNGS OF THE EXECUTVE COMMTTEE (a The Executve Commttee shall hold at least Four normal meetngs of the Trust each year. A specal meetng may be called at any tme by the Charman upon not less than 7 days notce beng gven of the matters to be dscussed but f the matters nclude an appontment of a co-opted member then not less than 14 days notce must be gven. (b The Charman shall presde over all the Executve Commttee Meetngs. f the Charman s absent from any meetng, the members of the Executve Commtteepresent shall choose one of ther members to be charman of the meetng before any other busness s transacted. (c A quorum for meetngs of the Trust shall be one-thrd of the number of members of the Executve Commttee. (d Every matter shall be determned by a majorty of votes or the members of the Executve Commttee present and votng on the queston but n the case of equalty of votes the charman of the meetng shall have a second or castng vote. (e The Executve Commttee shall keep mnutes, n books kept for the purpose of the proceedngs at meetngs of the Executve Commttee and any sub-commttee...' (f The Executve Commttee may from tme to tme make and alter rules for the conduct of ther busness, the summonng and conduct of ther meetngs and the custody of documents. No rule may be made whch s nconsstent wth ths consttuton. (g The Executve Commttee may appont one or more sup-commttees consstng of three or more members of the Executve commttee for 4

5 r j, " the purpose of makng any enqury or supervsng or performng any functon or duty vjhch n the opnon of the Executve Commttee would be more convenently undertaken or carred out by a sub commttee: provded that all acts and proceedngs of any such sub commttees shall be fullyand promptly reported to the Executve Commttee. QUORUM The quorum for meetngs shah consst of not less than one half (112of those specfed n Clause 5 (a hereof VOTNG a Only ordnarymembers of the Trust shalhave the rghtto vote at the offcallyconvened meetngs; b Each member present and enttled to votng has only one vote. n the event of an equalty of votes, the charman shall have a castng vote; c Votng at an meetngs shall be by show of hands. Secret ballotng shal be used f decded by the majorty of members present n the meetng. Votng by proxy shall not be accepted. ELECTONS An electons shah be conducted by open or secret balot, or show of hands as approprate. a The Offcers of the Trust shall retre at the concluson of the busness at the Annual General meetng. They shalf be elgble for re-electon; b The ordnary members elected at the Trust AGM shall qualfy for electon to fnvacances n the Executve Commttee; c f more than 1'1110nomnatons are receved for any offces and no canddatereceves an absolute majortyofthe votes cast, a further poll shahbe taken between the remanng canddates untl one of them receves an absolute majorty; but after each poll the canddates wfn the least number of votes cast shan be elmnated from all subsequent polls; d Nomnaton for electon to the Executve Commttee must be made by members of the Trust n wrtng and must be n the hands of the Secretary of the Executve Commttee at least 14 days before the AGM. Should nomnatons exceed vacances, electon shar be by ballot; e f a vacancy occurs among the honorary offcers, the Executve Commttee shall have power to fll t from among ts members. Any person apponted to fll casual vacancy, shall hold the offce untl the concluson of the next the Trust AGM, and shall be elgble for electon at the Meetng. EXECUTVE COMMTTEE (a The Executve Commttee shall consst of not less than 3 members nor more than 7 members elected at the annual genera! meetng who shal! hold offce from concluson of that meetng unt the next meetng; (0 The Executve Commttee may n addton nomnate not more than 3 co-opted members to serve o the Management Board should a need arse. Co-opted members shall not count for more than one thrd of the Management Board; (c One thrd of the Executve Commttee members shah retre from offce 5 j! j- -- _--n -

6 r (d (e (f (g durng the AGM. The members to retre shal have been determned at the end of the prevous AGM by ballot However, they would be elgble fpr re-eecton. Honorary offcers shall not hold offce for more than two consecutve years; The proceedngs of the Executve Commttee shall not be nvaldated by any vacancy among ther number or by any falure to appont or any defect n the appontment or qualfcaton of a member. Nobody shall be apponted as a member of the Management Board who s aged under 18 or who would f apponted be dsqualfed under the provsons of the clause 14 herenafter followng; No person shall be enttled to act as a member or offcal of the Trust, whether on a frst or on any subsequent entry, untl after sgnng n the mnute book of the Executve commttee of the Board a declaraton of acceptance and of wllngness to partcpate n total complance wth the rules and regulatonsof Trust. f a commttee member s absent wthout the permsson of the Executve Commttee from all the commttee meetngs held wthn a perod of sx months, then the Executve Commttee can resolve that hs or her offce be vacated DETERMNATON OF MEMBERSHP OF THE EXECUTVE COMMTTEE A member of the Executve Commttee shall cease to hold offce f he or she: (a s dsqualfed from actng as a member of the Board by vrtue of exstng Legslaton and Rules of ths Trust (or any statutory reenactment or modfcaton of the Trust provsons; (b becomes ncapable by reason of mental dsorder, Jlness or njury of managng and admnsterng hs or her own affars; (c notfed to the Executve Commttee a wsh to resgn (but only f at least three members of the Executve Commttee wll reman n offce when the notce of resgnaton s to take effect. PERSONAL NTERESTS OF EXECUTVE COMMTTEEMEMBERS (a {Subject to the provsons of sub-clause (b of ths clause} no member of the Executve commttee shah acqure any nterest n property belongng to the Trust (otherwse as a trustee for the partnershp or receve remuneraton or be nterested (otherwse than as a member of the Executve Commttee n any contract entered nto by Executve Commttee; (b Any member of the Executve commttee for the tme beng a solctor, accountant or other professon whose servces may be requred by the Trust shall charge and be pad au the usual professonal charges for busness done by hm or her when nstructed by other members of the Executve Commttee. He shall be expected to act n a professonal manner; (c!e/she shall wthdraw from any meetng at whch hs or her own nstructons or remuneraton, or that of hs or her frm, s under dscusson;.. (d No member shahvote on contractual matters f the organzatonthat they represent s to beneft from the partcular vote

7 . N WTNESS whereof the Orgnal Trustees have hereunto set ther respectve hands. and Seals the day an.d year frst herenbefore wrtten, SGNED, SEALED and DElVERED by the sad MS. KWAMBOKAOKAR n the presence o" ANDREW LNAS Commsson # t f.-",' Notary Publc -Calforna j SacramentoCounty [ :o:m:.-eno:2:?8l X/f tj/f«: '<v--' SGNED, SEALED and DELVERED by the sad MR. MLTONHARE n the presence of: NWAJ. gtl NobyPutJc- Namedacoun:v MyComm.Hov22. t;,h1l SGNED. SEALED and DELVERED by the sad MR. DELBERS..' n the presence Ofqt;/ ANDREW LNAS Commsson # Notary Publc -Callfomla Sacramento County - MvComm.Expres Nov26, 2008,.,.'//' '.1' -j..,. ',..,LJ.',,11.-n,..- 1/.. ;,' '. 'U/' ",,,,,."./..,.. /.. /> /\/r-{//{.-jz,. ;':1,///.l-wYl+ 1\/-./../ /./;' / 7 J-- '" E -.