CONSTITUTION OF UGANDA WILDLIFE SOCIETY DRAWN by: Messrs Okwakol & Co. Advocates Suite No. 9, First Floor Plot No. 50 Kampala Road P. 0 Box 1778, KAMPALA.
CONSTITUTION OF UGANDA WILDLIFE SOCIETY ARRANGEMENT OF ARTICLES THE PREAMBLE ARTICLE: PAGE. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. NAME. HEADQUARTERS...... OBJECTS. FUNCTIONS. ME1vffiERSHIP. ME1vffiERSHIP REGISTER... SUBSCRIPTIONS...... TERMINATION OF ME1vffiERSHIP...... STRUCTURE...... GENERAL ASSE1vffiL Y. NOTICE. PROEEDINGS OF GENERAL ASSEMBLy. QUORUM. ADJOURNMENT. VOTING AND POLLING. PATRON. EXECUTIVE COMMITTEE. ELECTION TO OFFICES....... PROCEEDINGS OF THE EXECUTIVE COMMITTEE...... MINUTES. THE SECRETARIAT....... TRUSTEES. LIBRARY....... FINANCE....... BORROWING POWERS. AUDIT... SEAL... MEMBERSHIP BENEFITS. EMBLEM...... BY-LAWS...... DISSOLUTION...... AMENDMENTS TO THE CONSTITUTION. 1 2 2 2 5 6 6 6 7 7 9 9 9 9 la la 10 11 12 13 13 14 15 15 16 16 16 16 16 16 17 17
4. 5. 6. CONSTITUTION OF UGANDA WILDLIFE SOCIE'fc.. PREAMBLE We, the concerned conservationists of Uganda, DEDICATED to promoting the conservation of wildlif and environment in - - ------- ---- Uganda; COMMITTED to bringing about a Uganda in which wildlife and people coexist, nature is preserved and environmental considerations are incorporated into all development programmes and all people enjoy the diversity and beauty of nature;
BELIEVING that wildlife and the environment should be protected, conserved and managed for sustainable use; COOPERATING with local communities, Non-Governmental Organizations (NGOs), Government, national institutions and International Organizations with similar objects; SPEAKING for all who support our cause; DO HEREBY declare, adopt and bind ourselves and our successors by this Constitution as the constitution of Uganda Wildlife Society this 28th day of July 1998. NAME 1. (1) The name of the society shall be Uganda Wildlife Society hereinafter referred to as "the Society". (2) The Society - shall be registered in accordance with the Non- Governmental Organization Regulations, 1990 and the Non Governmental Organizations Statute 1989, No. 5 of 1989.
7. 8. 2 HEADQUARTERS 2. The Headquarters of the Society shall be in Kampala in the Republic of Uganda. OBJECTS 3. (1) The overall object of the Society shall be to promote the conservation of Uganda's wildlife and the environment for the benefit of her people. (2) The Society shall be a non-profit making organization and none of its net income or net worth shall innure to the benefit of its members. FUNCTIONS 9. In furtherance of its object, the Society may undertake or do any or all of the following: ( a) promote, foster and maintain interest in the protection of wildlife and whenever possible to preserve it intact in its natural environment. development education. (b) promote biodiversity and sustainable (c) provide fora for the distribution, expression or consideration of information and opinion relating either directly or indirectly to wildlife and the environment. ( d) support government measures geared to conservation wildlife. ( e ) support the owners and the stakeholders in the various conservation areas in Uganda in all efforts to safeguard the security and performance of such places and to promote their reasonable and proper development and maintenance as national assets for the benefit of present and future generations. (t) advocate for appropriate policies, regulations and actions that promote sustainable development.
10. 11. 12. 3 (g) promote and support the improvement of any existing conservation areas and sponsor the establishment of any other such areas. (h) support and advise persons charged with the protection of wildlife in any action, decision or endeavour which would be in or towards the fulfilment of the Society's objects or any of them. (i) recommend any laws, regulations or rules or any changes in laws, regulations and rules, which will achieve the better protection of wildlife and/or reduce cruelty to biodiversity or unnecessary destruction of wildlife. (j) take any lawful steps to achieve the proper and effective enforcement of legislation designed to protect wildlife. (k) encourage the recognition of the importance of safeguarding wildlife either for its cultural, scientific, amenity or economic value. (1) arrange to establish a library, acquire, use, make, publish, prepare or repair publicity materials, videos, films, photographs, press, articles, publications, exhibitions, lectures, functions or entertainments designed to promote interest in the promotion of the Society's objects or any of them and in particular but without prejudice to the generality of the foregoing to carry on such activities as may from time to time be determined by the Executive Committee. (m) promote an interest in wildlife generally and cooperate with other Societies and institutions which have similar aims and objects. (n) affiliate cooperate or join with any bodies - corporate or noncorporate, associations, Societies organizations wherever situated, whose objects and activities are similar or related to the objects of the Society or any of them.
13. 14. 4 (0) receive, hold, disburse, expend, invest or otherwise dispose of money and other property which may be subscribed, bequeathed or assigned to the Society in or towards the achievement of its objects or any of them, PROVIDED AL WAYS that no part of the monies of the Society may be distributed among the members of the Society at any time even upon the dissolution of the Society. (P) purchase, take on lease or on license or in exchange, lease or hire (with or without the option of purchase) or acquire otherwise any lands, buildings and offices and any estate or interest, easements, privileges and rights in and to any such land, buildings and offices and apply for and acquire by purchase or otherwise any grant and concessions (reciprocal or otherwise), privileges and rights and purchase or acquire otherwise, furniture, fittings, stationery and movable property and goods of a kind necessary or convenient for the business of the Society as may be deemed convenient or desirable to the Society. (q) sell, improve, manage, develop, exchange, lease, mortgage, charge, dispose of, turn to account, or otherwise deal with all or any part of the property of the Society. (r) Committee may from time to time approve. engage in such trading activities as the Executive (s) borrow or raise monies as may be required for the purposes of improving and/or developing any immovable property from time to time owned by the Society in order to generate funds for the furtherance of the objects of the Society and to secure the repayment of any such monies by mortgage or charge of or over any such immovable property in such manner as the Executive Committee of the Society shall deem fit. (t) notwithstanding anything herein contained, do anything which in the opinion of the Executive Committee is necessary, incidental or conducive to the achievement of the Society's objects or any of them.
15. 16. 5 (u) undertake to recruit members to the Society. MEMBERSHIP 5. (1) Membership of the Society is open to all persons who support the object of the Society and are of the age of 18 and above. (2) The membership of the Society shall consist of: a) ordinary members b) corporate members c) student members d) associate members e) honorary members f) life members (3) Members of the Society shall be defined as follows: a) Ordinary Member: every person who becomes a member in accordance with the provisions of Article 7 hereof. b) Associate Member: every person interested in Wildlife Conservation and whose name is entered in the Society's register. c) Student Member: every person of the age of 18 and above whose name is entered in the Society's register and who is undergoing instruction at an institution of higher learning. d) Corporate Member: fmn, institution, association, body corporate or individual who desires to further the aims and objects of the Society by payment of the corporate subscription from time to time determined under article 13 hereof. e) Life Member: every person who is eligible to join the Society as an Ordinary member under Article 7 hereof and who applies to the Society to become a life member by paying a prescribed fee.' f) Honorary Member: every person who is so awarded by the Executive Committee of the Society for making an outstanding contribution to wildlife conservation in Uganda. Honorary members are exempt from all membership fees and subscriptions. (4) Only ordinary, student and life members are eligible to vote, to hold office and to be members of Executive Committee. Corporate members can vote by appointed representatives.
17. 18. 19. 6 (5) A person or organization eligible for membership shall apply to the Society in writing on such form as may from time to time be prescribed by the Executive Committee. (6) Membership of the Society will become effective only after receipt of the Admission fee and the first Annual Subscription. (7) The Secretary of the Executive Committee shall notify each member admitted and provide to such admitted member a copy of the Constitution of the Society on payment for the same. MEMBERSHIP REGISTER 6. The Executive Secretary shall maintain a Register of members in such form as is from time to time permitted by law and shall enter therein all such particulars of members as may be so required and keep such register at all times in every respect and available during normal office hours for inspection by members of the Society and such other persons as my be required or authorised by law so to do. SUBSCRIPTIONS 7. (1) The admission fee (provided that different scales of fees may be fixed for different categories of members), annual subscription, the price of the Society's publications and any other subscriptions will be as proposed by the Executive Committee and approved by General Assembly. (2) Subscriptions shall be payable on the anniversary of the date upon which the member became a member.' (3) Subscriptions may be designated in Uganda shillings, or other convertible currency. TERMINATION OF MEMBERSHIP 8. (1) A member may resign at any time upon giving written notice to the Executive Secretary, but such resignation shall only take effect after the resigning member has paid all dues owing to the Society.
20. 21. 7 (2) If the subscriptions due from a member is not paid within three months of the date when payment was due, the Member shall cease to be a Member. ' (3) If in the written opinion of any two Members a Member has acted in such a manner as to make the continuance of his membership undesirable, the Executive Committee of the Society may direct such a Member to appear before it within a specified period to explain those actions of his which are in question and to give reason why he should not be called upon to resign or be expelled from the Society. The Executive Committee may then if the Member does not resign terminate such Members's membership. STRUCTURE 9. The Society shall have the following organs: necessary. (a) General Assembly (b) Executive Committee ( c ) Secretariat ( d) Any other organ that the Executive Committee may deem GENERAL ASSEMBLY 10. (1) The General Assembly is the supreme body of the Society. It shall consist of the entire membership of the Society. (2) The duties of the General Assembly shall be: A. To determine general policies for fulfilment of the object of the Society. B. At each Annual General Meeting, ( a) to consider :- (i) (ii) reports by the Executive Committee of the society and to take proper action thereon; any resolution of which notice has been given to the Secretary at least 14 days prior to the date of the meeting;
22. 23. 8 (iii) (iv) endorsement of the annual workplan and budget of the Society; and any other business which the meeting may, by a two-thirds majority, resolve to allow. (b) to elect when such elections are due, persons to position of:- (i) Chairperson; (ii) Vice-Chairperson; (iii) Treasurer; and (iv) Six ordinary members of the Executive Committee. (c) to ratify the appointment the following, whenever necessary :- (i) Trustees; (ii) Auditors; (iii) Lawyers; and (iv) Honorary members. (3) Annual General Assembly shall be held once a year at a place and date to be determined by the Executive Committee from a simple majority of members of the Society. ( 4) The Executive Committee at its discretion may call an Extraordinary General Meeting of Members. (5) An Extraordinary General Meeting shall also be called by the Executive Committee on a requisition in writing delivered to the registered office and addressed to the Secretary of the Society and signed by not less than 20 members on the date of requisition, stating the objects for which they require such an Extraordinary General Meeting to be held in the form of a resolution or resolutions. The Executive Committee shall issue the notice calling such meeting not later than 28 days after the receipt of the requisition.
24. 9 NOTICE 11. (1) Twenty eight days notice specifying the place, time and date of General Assembly, and in the case of special business, shall be given by the Executive Secretary to all members in accordance with the provisions of this Constitution. The non-receipt of any notice by a member shall not invalidate the proceedings at General Assembly. 25. (2) Together with the notice calling a General Assembly, members with addresses in Uganda shall be sent a copy of the report of the Executive Committee and the Statement of Account for the previous year. PROCEEDINGS OF GENERAL ASSEMBLY 12. The Chairperson or, in hislher absence, the Vice-Chairperson shall preside over all the General Assembly meetings or if both shall be absent for thirty minutes the meeting may elect from among those present a person to chair the meeting. QUORUM 13. (1) No business shall be transacted at any General Assembly unless a quorum of members is present at the time when the meeting proceeds to business. (2) 20 members entitled to vote present personally or in the case of corporate members by duly authorised representatives, shall be a quorum for both the Annual and Extraordinary General Meetings. (3) If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if called by the requisition of members, shall be dissolved; it shall stand adjourned to the same day in the next week at the same place and time. If for the second time, a quorum is not present within half an hour from the time appointed for the meeting, the members present shall form a quorum. ADJOURNMENT 14. The Chairman may, with the consent of any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place but no
10 business shall be transacted at any adjourned meeting other than the business left unfinished from one meeting which was adjourned. VOTING AND POLLING 15. (1) At any General Assembly ordinary, student and life members present in person shall have one vote each and corporate members present by only appointed representatives shall also have one vote each. PATRON (2) A resolution put to a vote of the meeting shall be decided on by a show of hands unless a poll is demanded by at least 2 members entitled to vote who have been members for a minimum period of twelve months. (3) Unless a poll is 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 that effect in the book of proceedings of the Society shall be conclusive evidence of the fact. 16. The Society shall, in a meeting of the General Assembly, upon recommendation of the Executive Committee, confirm such Patron as may be considered desirable. EXECUTIVE COMMITTEE 17. (1) The Executive Committee shall consist of :- ( a) Chairperson, elected by the General Assembly; (b) Vice Chairperson, elected by the General Assembly; (c) Treasurer, elected by the General Assembly; ( d) 6 members, elected by the General Assembly; and (e) Executive Secretary (Ex-Officio). (f) Co-opted members as Executive Committee may deem necessary (2) Each member of the Executive Committee shall hold office for a period of 2 years but may be re-elected for one other term. (3) The Executive Committee shall be responsible to the General Assembly and shall receive reports from its sub committees and the
26. 27. 11 Secretariat and shall do all acts, deeds, and things as may, in its discretion, be expedient or necessary for the benefit of the Society and furtherance of its objects. ( 4 ) The Executive Committee shall establish sub-committees to do specific assignments. (5) The Executive Committee may make appointments to such staff positions of the Society as it deems fit. (6) The Chairperson shall preside at all general meetings of the Society. In hislher absence the Vice Chairperson shall preside. (7) The Vice-Chairperson shall assist the Chairperson in hislher duties and deputise for himlher. (8) The Treasurer shall be responsible for the maintenance of accounts of the Society, and shall present the budget estimates and report the annual statement of accounts of the Society (including a statement of assets and liabilities) initially to the Executive Committee and later to the General Assembly. (9) The Executive Secretary shall perform such duties as the Executive Committee shall from time to time prescribe. (l0) The Executive Committee shall decide on the time, venue and agenda for the meetings of General Assembly, except for the agenda for an extraodrinary General meeting called under Article 24. ELECTION TO OFFICES 18. (1) Members of good standing (whose subscription is up-to-date) alone' can participate in elections. (2) Elections shall be conducted by a presiding officer. The presiding officer shall be the Chairperson or, in hislher absence, the Vice- Chairperson or any member of the Executive Committee elected by the Meeting.
28. 29. 12 (3) The following procedures shall be adopted for all elections to office: 30. (a) Before election, the Executive Secretary will invite nominations for vacant offices. (b) All nominations for Chairperson, Vice-Chairperson, Treasurer and membership of the Executive Committee shall be (i) in writing, signed and seconded by 2 members entitled to vote, and (ii) endorsed by the person proposed to the effect that such person, if elected, is willing to serve; and (iii) received by the Executive Secretary at least 14 days prior to the date of the meeting. (c) No nominations shall be accepted at the meeting. (d) The ballot paper with the names proposed will then be prepared by the Executive Secretary. ( e ) All voting shall be by secret voting on ballot papers prepared by the Executive Secretary. (f) Every member present shall have one vote each. Corporate members present by duly appointed representatives shall also have one each. (g) A majority shall elect. (h) All retiring office bearers shall be eligible for-election consecutively only once. PROCEEDINGS OF THE EXECUTIVE COMMITTEE 19. (l) The Chairperson or, in his/her absence, the Vice Chairperson shall preside over all the Executive Committee meetings, or if both shall be absent for thirty minutes, the meeting may appoint from among those present a person to Chair the meeting. (2) The quorum for a meeting of the Executive Committee shall be half the membership of the Committee. (3) Resolutions of the Committee shall be carried by a majority of its members present and voting. ( 4) The Committee shall hold a meeting at least once in every three months and at the requisition of the Chairperson or four members of the Committee, a special meeting may be convened at any time.
31. 32. 13 MINUTES 20. Minutes shall be kept of all General Assembly meetings and all meetings of the Executive Committee in the English language. THE SECRETARIAT 21. (1) There shall be a Secretariat of the Society which, (a) shall be responsible for the day to day running of the Society, (b) shall be guided by guidelines produced by the Executive Committee. (2) The Executive Committee shall appoint an Executive Secretary as the Chief Executive Officer for the Society and Head of the Secretariat of the Society. (3) The Executive Secretary shall be responsible to the Executive Committee for:- (a) The establishment of a strong public opinion on wildlife and environment conservation; (b) Carrying out such other functions relating to wildlife and the environment as the Executive Committee may from time to time in its sole discretion determine; ( c ) The organization and implementation of all fundraising and public activities both locally and internationally; (d) The organization of membership drives locally and internationally; (e) Making quarterly reports to the Executive Committee on the affairs and management of the Society and on the activities of all communities; (f) The day to day administration of the offices and business of the Society; and (g) Serving as the Secretary of the Society and of the Executive Committee.
33. 34. ( 4) The Executive Secretary shall be assisted by staff to be appointed by the Executive Committee as provided for by clause 5 of Article 17 hereof. TRUSTEES 22. (1) The General Assembly meeting, shall appoint from among members recommended by the Executive Committee up to 7 persons of full age and capacity to be trustees of the Society until:- 14 ( a) ceasing to be members; (b) removal by a General Assembly; ( c ) resignation; and (d) death or incapacity. (2) All property and investments of the Society (except cash and consumable stores) shall be vested in the trustees to be held by them as custodian Trustees for and on behalf of the members. The Trustees shall upon directions of the Executive Committee sign all leases, agreements and any other documents which may from time to time be considered by the Executive Committee as necessary on behalf of the Society. They shall have power on behalf of the Society to purchase immovable property with the funds of the Society and also to sell, mortgage, charge, lease, exchange or otherwise deal with or dispose of such property subject always to such directions in that behalf as may at any time be given to them by the Executive Committee. (3) An entry in the Minute Book of the Executive Committee recording any of the aforesaid directions, which had been properly confirmed as a Minute of an Executive Committee meeting shall be conclusive evidence that such directions were given. ( 4) The trustees shall as regards all monies received by them have all such powers to invest the same and transpose the investments from time to time as if they were the absolute owners thereof. (5) The trustees shall be registered as a body corporate with perpetual succession.
LIBRARY 15 (6) The trustees as a body and each trustees as an individual shall at all times be indemnified from and out of the funds, property and assets of the Society against the consequences of any act, deed, matter or thing done, or omitted to be done by the trustees bonafide in respect of or in connection with the business of the society or any contract entered into on behalf of the Society. (7) Unless otherwise required by law, the signature of any two (2) trustees shall be sufficient for all acts or deeds required to be done or signed by the trustees in that capacity. (8) In the event of a vacancy in one of these appointments, the remaining trustees may continue to act 'notwithstanding any such vacancy. 23. The Library shall be managed by a person appointed by the Executive Committee as Librarian. FINANCE. ":.. ~.. 24. (1) The financial year of the Society shall be the calendar year. (2) The Treasurer shall cause proper accounts of the Society's affairs to be prepared and maintained and present the same to the Executive Committee which shall submit annually to the General Assembly a balance sheet and an Income and Expenditure account duly audited by the Society's Auditors and a copy or copies of such Accounts shall be available at the offices of the Society for inspection by any member of the Society during normal office hours of the Society's offices. (3) The Environmental Conservation Trust Fund will be maintained into which all donations, bequests and surplus of income over expenditure will be used solely for the financing of projects determined by the Executive Committee. ( 4) The Executive Committee may open or close bank accounts in the name of the Society and decide in what manner such bank accounts shall be operated.
35. 16 BORROWING POWERS 36. 25. The Executive Committee of the Society shall have the power from time to time to raise or borrow such sums of money, and to, mortgage or charge its undertaking and property, or any part therefore for the benefit of the Society. AUDIT 26. Auditors shall be appointed annually to audit books of account of the Society on such terms as to remuneration as the Executive Committee deems fit. SEAL 27. The Executive Committee shall provide for a seal which shall be kept in safe custody. It shall openly be used by the authority of the Executive Committee and every instrument to which the seal shall be affixed shall be signed by the Chairperson or Vice-Chairperson of the Executive Committee or by some other person appointed by the Committee for the purpose. MEMBERSHIP BENEFITS 28. The Executive Committee shall ensure benefits to the membership of the Society. EMBLEM 29. The Executive Committee may take steps to have designed and if necessary have registered a logo, crest, badge, emblem, Insignia or design to be identified with the society and to be used by members upon such terms as the General Assembly may decide. BY-LAWS 30. The Executive Committee may from time to time make by-laws governing the conduct and affairs of the Society and may from time to time repeal, alter or amend the same. Such by-laws when made, repealed, altered or amended shall have effect from such date as shall be determined by the Executive Committee, and shall in every case be notified to all members at least seven days prior to such date and shall be submitted to the next General Assembly for confirmation.
37. 38. 39. 40. 17 DISSOLUTION 31. (1) The Society may be dissolved by resolution to that effect by threequarters of all registered members of the Society. In the event of such dissolution, any residue of the property after liabilities have been met shall be dealt with as stipulated in this Constitution. (2) In the event of dissolution, any property belonging to the Society shall be donated to some organisation with a similar purpose and character and in no event shall any of such property be distributed to members of the Society. AMENDMENTS TO THE CONSTITUTION 32. (1) Amendments proposed by any member to this constitution shall be submitted to and further communicated by the Executive Secretary to all members of the Society at least 60 days in advance of its constitution by the General Assembly. (2) Any amendments proposed to this constitution thus shall require the affirmative votes of the majority of the quorum at the General Assembly.,.-
r I I I I 41. VE, members whose names, postal addresses and offices are subscribed are desirous of being irrned into a Society in pursuance of this constitution. AMES AND ADDRESS IF MEMBER 18 OFFICE OF MEMBER SIGNATURE OF MEMBER t I I., I I R. MARY 1. N. OKWAKOL.0 Box 7062, AMP ALA [R. ROBERT LAW o BOX 3590, AMPALA [R. ALEX MUHWEZI o BOX 10950, AMPALA R. H. ORYEM-ORIGA o BOX 7062, AMPALA R. EVEABE o BOX 4241, AMPALA CHAIRPERSON INTERIM EXECUTIVE COMMITTEE VICE-CHAIRPERSON INTERIM EXECUTIVE COMMITTEE TREASURER MEMBER MEMBER R ROBERT NABANYUMYA o BOX 9629, AMPALA S DEBBYCOX o BOX,, s b<\ A:MPP-rLA E-r> k-kbl. R. RAY VICTURINE o BOX 8986, I\MPALA RS. SHIRLEYWARN o BOX 7790, I\MPALA R. CHRISTINE DRANZOA o BOX 7062, I\MPALA R. STEPHEN KIGOOLO o BOX 7422, I\MPALA MEMBER MEMBER MEMBER MEMBER MEMBER AG. EXECUTIVE SECRETARY