The name of this organization shall be Ggwanga Mujje-DC (Hereafter referred to as “the Organization”)
ARTICLE 2Organization OFFICES
The principal office of the Organization shall be located in the Washington, DC-metro area. The Organization may also have offices at such places, within or without its State of Organization, as its business and activities may require, and as the Board of Directors may, from time to time, designate. The Board of Directors may change the location of the principal office of the Organization from time to time.
Any person invited to join the Organization acknowledging the following to be self-evident and governable truths of the Organization:
(a) That the Kingdom of Buganda, under the stewardship and custodianship of the Kabaka of Buganda is sacrosanct; (b) that Buganda is the home of the Baganda and it should be affirmed, strengthened and promoted; (c) that the Organization adheres to the culture and traditions of the Baganda, and is committed to furthering and sustaining them.
Given the foregoing, every member of the Organization shall adhere to the following principles:
To strengthen the mandate of Bulungi Bwa Nsi — which seeks to improve the social well-being, economic status, and cultural development of Buganda and her peoples;
To promote and sustain unity and cultural awareness among the Baganda of all clans, religions, social and economic backgrounds;
To educate Organization members and the general public about socio-economic and issues of concern to members that affect the system of governance of Uganda;
To protect and enhance the moral, cultural and traditional values of Buganda;
To empower members spiritually, ideologically, intellectually and economically for the progress and development of the Buganda Kingdom and Uganda as a whole;
To enable Organization members to define and assert themselves with the Kiganda customs and cultural perimeters and privileges as permitted in Buganda Kingdom;
To promote the common learning, speaking, writing and preservation of the Luganda language; and
The foregoing shall be construed as constituents of but not limitations of what can or cannot be accomplished by the Organization, or its members. Nothing therein shall prevent the Organization from extending its activities to any, or otherwise related law abiding business purpose, for the profitable or desirable furtherance of its objectives as articulated above.
SECTION 1. MEMBERSHIP (QUALIFICATION FOR MEMBERSHIP)
There will be only one (1) class of membership for the organization.
(a) To qualify for membership, an individual must belong to one of the 56 clans of Buganda.(b) Whoever does not belong to a clan must be ‘admitted’ into a clan, following the procedure borne out by tradition, and coordinating this process with the offices of the Katikkiro in Bulange, Mengo.(c) No member shall desecrate or act maliciously towards the Buganda Kingdom, its citizenry or property, including its insignia and cultural symbols; nor use profanity or disrespectful behavior towards the Kingdom; nor engage in disrespectful, irreverent or outrageous behavior towards the Kingdom and its entities. Furthermore, members shall safeguard and preserve the dignity and sanctity of the Ganda culture as passed on by our ancestors.
SECTION 2. CERTIFICATE OF MEMBERSHIP
The Organization may issue a membership certificate being in such form as may be determined by the Board. Such certificates may or may not be signed by the President or Vice-president and the Secretary or Assistant Secretary and shall bear the Seal (ENGABO) of the Organization.
SECTION 3. MEMBERSHIP DUES
Members of the Organization shall pay a membership fee which shall fluctuate from time to time, as will be determined by the General Meeting. The Board of Directors reserves the right to determine, from time to time, the annual membership dues which will be payable to the Organization by members.
SECTION 4. ANNUAL MEETING
The annual meeting of the members shall be held at a place to be designated as the majority members of the Board of Directors may deem appropriate. The Board of Directors shall be elected at the annual meeting.
In pursuit of the objectives the Organization shall:
Operate as a corporate entity.Act independently of any state, county, or municipal government, either locally or internationally, including any officers, instrumentalities, agencies, departments, political parties, or partisan organizations that may or may not be affiliated with such jurisdictions.
Promote community development, diversity, transparency, democracy, self reliance, health, and education.
SECTION 1. NUMBER AND QUALIFICATIONS
The Organization shall have a Board of Directors consisting of seven people who shall be of legal age, which is defined as anybody who is eighteen (18) years of age and above. These will be persons who are registered as members of the Organization during the preceding twelve months, are of good standing within the Organization and the Ugandan Community in general, and would have paid their appropriate dues. This number may be altered from time to time, but such alteration will require an amendment of the By-Laws.
SECTION 2. NOMINATING PROCEDURES
The Nominating Committee shall present a list of prospective candidates to be included in the Agenda for at least one (1) month prior to the annual meeting.
SECTION 3. ELECTION OF THE BOARD OF DIRECTORS
Election to the Board of Directors shall be conducted during the annual meeting by secret ballot and by majority vote of the members present.
SECTION 4. TERMS OF OFFICE
The term of office of directors shall be two years from the date of appointment, until their successors have been duly elected and have qualified for membership.
SECTION 5. COMPENSATION
Directors shall serve gratis; no directors shall receive any form of monetary, pecuniary, or emolument that may be directly or indirectly associated with their services rendered to the Organization. However, in cases where it is deemed appropriate, they shall be reimbursed for the expenses they incurred in the execution of their duties on behalf of the Organization, though it will be after they have presented the supporting proof of expenditures.
SECTION 6a.Subject to the provisions of the laws of the State of Incorporation and any limitations in the Articles of Incorporation and these Bylaws that relate to action required, or which is permitted to be taken or approved by the members, the activities and affairs of this Organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 6b. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
In addition to and without limiting the general powers vested in the Board of Directors, it shall have the following specific powers: To perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these By-laws;
To appoint and remove, employ and discharge, and, except as otherwise provided in these By-laws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Organization;
To supervise all officers agents and employees of the Organization to assure that duties are performed properly;
To meet at such times and places as required by the By-laws;
To register their addresses with the Secretary of the Organization and notices of meeting shall be corresponded through acceptable modes of communication;
To approve long range plans and an annual plan of operation, establish policies, make recommendations and change rules and regulations for the management of the Organization;
To approve and adopt the annual and interim budgets which set forth in detail the proposed expenditures for the Organization during the ensuing fiscal year;
To maintain the financial integrity of the Organization and direct expenditures of the Organization’s funds within the limits set by the annual budget;
To approve organizational policies and positions of the Organization;
To acquire on behalf of the Organization property rights at such prices and upon such terms as it may deem expedient;
To approve checks, contracts and other agreements on behalf of the Organization;
To delegate any of the powers of the Board of Directors to any committee of the Board or to any officer or agent of the Organization, and to appoint any person or persons to be agents of the Organization, with such powers, including the power of sub-delegation, and upon such terms as the Board may deem fit;
To adopt and disseminate an annual report of the Organization;
To hire, evaluate and terminate the officers and other key personnel such as may be directed by the Board of Directors as the need may arise;
To approve all projects that are proposed by the members;
To Receive committee recommendations and act on them.
To eject any member whose membership may be deemed to be against the interests of the Organization.
The Board of Directors shall control and manage the affairs and business of the Organization and shall use the same degree of due diligence or effort, skill and care that an ordinarily prudent person would use in similar circumstances. Members of the Board of Directors shall in all cases act as a Board regularly convened and, in the transaction of business, that act of a majority present at a meeting except as otherwise provided by statute shall be an act of the Board, provided that a quorum is present as outlined in Article 7 Section 12 of these Bylaws.
The Board of Directors may adopt such rules and regulations for the conduct of its meetings, as it deems proper, not inconsistent with statute or any provision of these by-laws. ROBERT RULES OF ORDER, as newly revised, shall govern in all matters not specifically covered by these By-laws.
SECTION 7. CONFLICT OF INTEREST
In matters pertaining to contracts and transactions between the Organization and members of the Board of Directors, conflict of interest shall be deemed to have been avoided if the common-interested member of the Board of Directors has not participated in any decision in which he/she has, directly or indirectly, a financial or personal interest.
Contracts and transactions between the Organization and members of its Board of Directors, or between the Organization and another Organization within common directors or officers, are not avoidable if the following conditions are met;
The contract or transaction is fair and reasonable to the Organization when authorized, approved or ratified;The common interest is disclosed to the Organization’s Board of Directors in advance of the transaction; andThe contract or transaction is authorized, approved or ratified by a vote sufficient for the purposes without counting the vote of any common-interested member(s) of the Board of Directors. The common-interested member(s) of the Board of Directors may be counted in determining quorum.
SECTION 8. MEETING OF THE BOARD OF DIRECTORS
The Board of Directors shall hold at least two (2) regular meetings during each calendar year to transact the business of the Organization.
SECTION 9. PLACE OF MEETINGS
Meetings shall be held at the principle office of the Organization unless otherwise provided by the Board or at such other places as may be designates form time to time by resolution of the Board of Directors
SECTION 10. REGULAR BOARD MEETINGS
Regular meetings of the Directors shall be held on any date agreed in advance between the members, unless such a day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place of the next business day.
SECTION 11. SPECIAL BOARD MEETINGS
Special meetings of the Board of Directors other than those regulated by statute, may be called by the chair-person at any time, such meetings to be held not more than thirty (30) calendar days after receipt of such request.
The Secretary shall correspond all matters pertain to the meeting to the Board and the meeting shall be conducted in any manner that is deemed expedient or suitable for the Board members.
SECTION 12. QUORUM
A simple majority (over fifty percent) of the members of the Board of Directors shall constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may postpone the meeting to some future time..
SECTION 13. VOTING
At all meetings of the Board of Directors and at all standing committees of the Organization shall have one (1) vote.
SECTION 14. REMOVAL OF DIRECTORS
The Board of Directors may remove a member of the Board upon the Director’s failure to attend three (3) consecutive meetings of the Board, or for conduct inimical to the well-being or interest of the Organization. Such removal must be approved by a two-thirds majority of the Board members present at the Board meeting in question. Any member of the Board of Directors may also be removed from office if he or she violates any of the principles of the Organization as embodied in these By-laws.
SECTION 15. RESIGNATION
Any member of the Board of Directors may resign from office at any time. Such resignation shall be made in writing and will be delivered either in person or by mail to Secretary of the Board.
SECTION 16. BOARD LIABILITY FOR CORPORATE ACTION
The Organization indemnifies and holds harmless any member for the Board of Directors, its officers, agents, contractors, employees, advisors, for any judgments made against the Organization whether civil, criminal, administrative, or investigative, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his/her capacity as a member of the Board of Director, officer, agent, contractor, employee, advisor or associate of the Organization.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall be filled by a simple majority vote of the members at a special meeting of the Board of Directors called pursuant to Section 11 of these Bylaws. Any person elected to fill a vacancy shall serve for the unexpired portion of the term. Voting can be done by mail. Teleconferencing will be permissible.
The Board of Directors may designate and appoint one or more committees, each of which shall consist of one or more board members as well as regular members. The committee shall perform duties, functions or assignments as prescribed by the Board of Directors. The duration of such a Committee or committees shall be determined by the Board of Directors.
The designation and appointment of any such Committee and delegation of authority thereto shall not relieve the Board of Directors or an individual Director of any responsibility imposed upon him or her by the statute or by these By-laws.
ARTICLE 9NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501C-3 PURPOSES
The Organization is organized exclusively for one or more of the purposes specified in Section 501 C-3 of the Internal Revenue Code, including for such purposes, the making of contributions to organizations that qualify as exempt organizations under Section 501 C-3 of the Internal Revenue Code.
SECTION 1. OFFICERS AND THEIR QUALIFICATIONS
The officers of the Organization shall be a President, one or more Vice-presidents, a Secretary, a Treasurer, and such officers as the Board of Directors may determine from time to time. The officers must be members of the Board of Directors of the Organization.
SECTION 2. ELECTION OF OFFICERS
All officers of the Organization shall be elected at the annual meeting of the Organization, or at a special general meeting in accordance with Article 7 Section 11 of these By-laws.
SECTION 3. TERMS OF OFFICE
All officers of the Organization shall hold office for one year and until their successors have been duly elected and have qualified.
SECTION 4. REMOVAL OF OFFICERS
Any officer may be removed either with or without cause by the vote of two-thirds of the members present at a specially convened meeting of the Board of Directors.
SECTION 5. DUTIES OF OFFICERS
The duties and powers of officers of the Organization shall be as follows:
The President will be appointed by the Board of Directors, and is an ex-officio member of each standing committee of the Organization. He or she shall preside at all meetings of the Board of Directors;
He or she shall serve as chairperson of the Program Committee and shall preside at all meetings of the Committee;
He or she shall be Program committee liaison to the Board of Directors;
He or she shall present at each annual meeting of the members a report on the condition of business of the Organization;
He or she shall cause to be called regular and special meetings of the Board of Directors in accordance with the requirements of statute and of these By-laws;
He or she shall review the compensation of all employees and agents of the Organization other than the duly elected members of the Board of Directors, prior to presentation to the Board of Director for approval;
He or she shall sign and execute all agreements, contracts and notes in the name of the Organization and with the prior approval of the Board of Directors;
He or she shall cause all books, reports, statements and certifications to be properly kept and filed as required by statute;
He/she shall enforce these By-laws and perform all the duties incident to his/her office and which are required by law. Generally, in concert with the executive Director, the president shall supervise and control the business and affairs of the Organization.
He or she will assist the president in day-to-day affairs as delegated by the president.
(a) The secretary shall accurately record, transcribe and distribute the official minutes of the meetings of the board of directors and the members’ general meetings.
(b) The secretary shall serve as chairperson of the nominating committee and shall preside at all of its meeting and report to the board of directors.
(c) The secretary shall issue the notices of all meetings (regular and special) of the board of directors. The same shall issue notices of the annual and special meetings of the general membership and shall cause a copy of each notice to be kept in the official minute book of the Organization;
(d) He/she shall be the custodian of the corporate records and seal of the Organization, and shall affix the seal to corporate papers when required.
(e) He/she shall keep at the principal office of the Organization a corporate minute book containing certified copies of the following documents of the Organization. The certificate of incorporation, Articles of Organization, and any other amendments to the articles of the Organization, current certificates of good standing, official minutes and notices of meeting of the board of directors and the executive committee and all corporate minute book a copy of the official by-laws of the Organization, and an alphabetically arranged record of the members of the Organization and also members of the board of directors showing their last known mailing addresses and dates they respectively became members.
(f) He/she shall attest to the signatures of the president and the vice president on all agreements, documents, instruments, and other papers that require the attestation of the Organization, except as otherwise provided by statute and by these By-laws.
(g) He/she shall notify all members of the Board of directors, officers and each committee member of their election, appointment or assignment.
(h) He/she shall attend too the general corporate correspondence of the Organization and shall distribute to each member of the board of directors at each regular meeting copies of all communications received and issued by him/her.
(i) He/she shall file corporate reports as required by statue in a timely manner, and shall see to it that all applicable certifications of the Organization are completed and kept current.
(j) He/she shall be the historian of the Organization, and
(k) He/she shall perform the duties incidental to the office of Secretary of the Organization.
(a) The treasurer shall have the care and custody of and be responsible for all the funds and securities of the Organization, and shall cause to be deposited such funds and securities in the name of the Organization in such banks and safe deposit companies as the board of directors may designate.
(b) He/she shall serve as chairperson of the finance committee of the board of directors, and shall preside at all meetings of the finance committee.
(c) He/she shall serve as finance committee liaison to the board of directors.
(d) He/she shall keep accurate books of account of all the Organization’s business and transactions and shall at all reasonable hours exhibit books of accounts to any member of the board of directors upon application.
(e) He/she shall render and present a full written report, consisting of expenditures, and a current balance sheet and an income statement of the Organization, at each annual meeting of the members of the Organization and at such other times as shall be required of him/her.He/she shall also, in conjunction with the executive director, provide in a timely manner such financial documentation as shall be required for the preparation of an audit and compliance report on the condition of the Organization by the Organization’s independent auditor(s). The treasurer shall also present a copy of such completed audit of the most recently ended fiscal year of the Organization to each member of the board of directors within fifteen (15) calendar days of the completion of such audit.
(f) He/she shall cause to be filed any and all municipal, county, state and federal income tax returns and reports in a timely manner.
(g) He/she shall review the financial affairs of the Organization as necessary with the executive director and the Organization’s independent auditor(s).
(h) He/she shall ensure the safeguarding of the assets of the Organization through appropriate controls.
(i) He/she shall further perform all duties incident to the office of the treasurer of the Organization, and
(j) If required by the board of directors, he/she shall give such bond as it shall be determined appropriate for the faithful performance of his/her duties, and he/she shall recommend to the board of directors other officers and employees of the Organization who should be bonded.
(k) Perform duties: banking, short-term and long-term borrowing, credit and collection, insurance coverage, cash forecasting, and control.
Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.
SECTION 6. VACANCIES
Any vacancies shall be filled through appointment by the Board of Directors at a special meeting called for that purpose only.
SECTION 7. COMPENSATION OF OFFICERS
No officers shall receive monetary or other tangible compensation for serving as officers of the Organization.
ARTICLE 11CORPORATE SEAL
The seal of the Organization will be determined by December 31, 2005.
ARTICLE 12FISCAL YEAR DESIGNATION
The fiscal year of the Organization shall be the calendar year and shall commence on January 1 and end on December 31 of the same year.
SECTION 1. EXECUTION
All bills payable, notes, checks, drafts, warrants or other negotiable instruments of the Organization shall be made in the name of the Organization and shall be signed by such officer or officers as the Board of Directors may have designated in accordance with these By-laws.
SECTION 2. CONTRACTS
The Board of Directors may authorize any of its members, officer or officer, agent or agents of the Organization, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Organization; such authority may either be general or confined to specific instances in pursuance of the Organization’s expressed mission(s).
SECTION 3. DEPOSITS
All funds of the Organization shall be deposited promptly to the credit of the Organization’s account(s) in such banks, trust companies or other depositories as the Board of Directors may have selected.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest or device for the general purpose or for any specific purpose of the Organization.
The By-laws may be altered, amended, repealed or added to by an affirmative vote of two-thirds of the total number of members present at a special meeting called for that purpose, provided that notice of such meeting is given pursuant to Article 7 Section 11 of these By-laws, and that such amendment is consistent with the letter and the intent of Section 501 C-3 of the Internal Revenue Code as amended.
ARTICLE 14WAIVER OF NOTICE
Whenever under the provision of these By-laws or of any statute any member of the Board of Directors is entitled to notice of any regular or special meeting or of any action to be taken by the Organization, such meeting may be held or such action may be taken without the giving of such notice, provided that every member of the Board of Directors entitled to such notice waives in writing the requirements of these By-laws with respect thereto.
SECTION 1. CHIEF ADMINISTRATIVE OFFICER
The Chief Administrative Officer shall be appointed by and shall serve at the behest of the Board of Directors. This person shall be directly responsible to the Board of Directors for the discharge of the specific duties listed below:
Administration of the daily affairs of the Organization in accordance with these By-laws;
Make recommendations to the Standing Committees on matters of administration, policy and personnel;
Act as the Chief Administrative Officer of the activities of the Organization and have direct control of the work of staff personnel. He or she may make recommendations to the Board of Directors pertaining to the hiring and dismissal of additional staff;
Establish job descriptions of staff personnel for approval by the Board of Directors;
Prepare an annual budget setting forth in detail the proposed expenditures for the work of the Organization during the ensuring fiscal year, and submit such budget to the Board of Directors;
Present a monthly and annual report to the Board of Directors concerning the delivery of program services;
Approve all vouchers of the Organization; and
Perform such other duties as may be assigned by the Board Directors.
ARTICLE 16NONDISCRIMINATORY POLICY
The Organization shall not discriminate in its employment application procedures, hiring, advancement, discharge or termination, employee compensation, job training, and other provision of its program services, on the basis of age, race, color, handicap, national and ethnic origin, citizenship or disability.
Furthermore, this Organization shall not discriminate in any of its employment, advancement and termination practices on the basis of sex, religion or veterans status, and shall in all its personnel practices respect the cultural and gender diversity of all peoples.APPENDIX: Clan/Totem Secondary Totem Clan Head Clan Seat (Ekika) (Akabbiro) (Owakasolya) (Obutaka) 1. Abalangira - Ssaabalangira 2. Babiito-Kooki Mazzi ga Kisasi Ssaababiito Rakai, Kkooki 3. Babiito-Kiziba X Lutayinzibwa Ssanje, Buddu 4. Babiito-Kibulala X Kitahimbwa Kibulala, Ssingo 5. Butiko Nnamulondo Ggunju Bukalango, Busiro 6. Ffumbe Kikere Walusimbi Bakka, Busiro 7. Kasimba Ngo Kabazzi Kyango, Mawokota 8. Kayozi Nsombabyuma Kafumu Kyango, Mawokota 9. Kibe Kassukussuku Muyige Buluutwe, Kyaggwe 10. Kinyomo Mutima Nakigoye Kyasa, Buddu 11. Kiwere X Luwonko Kitanda,Bugangazzi 12. Kkobe Kaama Namwama Buwama, Mawokota 13. Lugave Maleere Ndugwa Katende, Mawokota 14. Mazzi ga Kisasi Ggongolo Wooyo Kasaka, Buddu 15. Mbogo Ndeerwe Kayiira Gaajuule Mugulu, Ssingo 16. Mbwa Kyuma kya Mbwa Mutasingwa Kiggwa, Busujju 17. Mmamba Muguya Gabunga Ssagala, Busiro 18. Mpeewo Kayozi Kiggye Kkungu, Kyaddondo 19. Mpindi Kiyindiru Mazige Muyenje, Busiro 20. Mpologoma Ngo Namuguzi Kasagga, Bulemeezi 21. Musu Kayozi Muyingo Ssama, Mawokota 22. Mutima Mawuggwe Kakeeto Bbaale, Buddu 23. Nakinsige X Kyeyune Mirembe, Kyaggwe 24. Ndiga Mpologoma Lwomwa Mbaale, Mawokota 25. Ndiisa X Mulindwa Mukungwe, Buddu 26. Ngabi Jjerengesa Nsamba Lukonge Buwanda, Mawokota 27. Ng'aali X Mawesano Buzooba, Buddu 28. Ngeye Kunguvvu Kasujja Busujja, Busiro 29. Ngo Kasimba Muteesasira Bukesa, Butambala 30. Ngonge Kaneene Kisolo Lweza, Busujju 31. Njaza Ngujulu Kitanda Kirungu, Kyaggwe 32. Njobe X Kiyise Mpummudde, Ssingo 33. Njovu Nvubu Mukalo Kambugu, Busiro 34. Nkejje Nkejje Kiyemba Kikwata Namukuma, Kyaggwe 35. Nkerebwe Kikirikisi Kidimbo Budimbo, Ssingo 36. Nkima Byenda Mugema Bbira, Busiro 37. Nkula Obutiko Muwangi Mayobe, Bugerere 38. Nnamung'oona Mutima Kajjabuwongwa Kyabuwangwa, Ggomba 39. Nnyonyi Nnyange Kkunguvvu Kakoto-Mbaziira Bulimu, Kyaggwe 40. Nseenene Nabangogoma Mugalula Kisozi, Ggomba 41. Nsuma Kasulubbana Kibondwe Bukibondwe, Buvuma 42. Nswaswa Goonya Mayengo Bugabo, Buvuma 43. Ntalaganya Maleere Bbambaga Bbambaga, Bulemeezi 44. Nte Ng'aali Katongole Mulema, Buddu 45. Nvubu Njovu Kayita Mbazzi, Kyaggwe 46. Nvuma Katinvuma Kyaddondo Kawempe, Kyaddondo 47. Kasanke X Kyanku X 48. Kibuba X Nnyanja X 49. Lukato Kabbokasa Magunda/Lyongera Kisuza/Kiziba,Buweekula 50. Mbuzi X Kisunsu Muwunune 51. Nkebuka X Kayizzi X 52. Nsunu Kasulubbana Kabugira XNOTE: Waliwo ebitajjuziddwamu olw’ensonga y’obutaba nabukakafu bwa bintu eby’okujjuzzaamu.