Our Constitution

The name of the ORGANIZATION shall be: SPARK OF HOPE UGANDA LIMITED (SHUL).

SPARK OF HOPE UGANDA LIMITED shall have its headquarters located in Rubindi, Rubindi sub-county, Mbarara district.

SPARK OF HOPE UGANDA LIMITED shall be non-political, non-governmental and non-profit making ORGANIZATION. It shall be registered at sub county level, district local government, Uganda Registration Services Bureau and National NGO Bureau.

4.1 Objectives: (a) To equip children and youth from poor orphaned and disadvantaged backgrounds with quality basic education through vocational and life skills trainings for self-reliance. (b) To raise psychologically sound, spiritually upright, economically empowered and emotionally intelligent children and youth in communities for sustained livelihoods. (c) To provide the basic needs especially to orphans and vulnerable groups including but not limited to; food, clothing, shelter, education, spiritual and emotional support. (d) To promote best farming, business and livelihood practices and value addition for communities to improve on household income. (e) To promote and develop spiritual empowerment to children and youth and provide counseling and guidance to traumatized and psychologically affected children and youth. (f) To do any other thing that is consistent with and concomitant with the above objectives. 4.2 Vision: Children and Youth who are well cared for, loved, nurtured and given potential opportunities for integral growth and development. 4.3 Mission: To create an empowered, healthy and peaceful community where children experience God's love in their lives for sustainable development.

5.1 The ORGANIZATION shall have power to accept, receive and retain any gift, bequest or devise of any real or personal property and to invest and reinvest such property and the income thereof in furtherance of the ORGANIZATION's objectives. 5.2 The ORGANIZATION shall have the power to acquire (by purchase, lease, gift, bequest, devise, or otherwise), hold, own, maintain, improve, operate, sell, lease, transfer, convert into money or otherwise dispose of real and personal property as required in furtherance of the objectives of the ORGANIZATION. 5.3 The ORGANIZATION shall have power to employ staff, workers, agents, consultants and other persons as it may deem necessary to achieve its objectives. 5.4 The ORGANIZATION shall have the power to borrow money and give security for loans taken, mortgage or charge any real or personal property to secure the payment of any sums of money borrowed or any other obligation of the ORGANIZATION. 5.5 The ORGANIZATION shall have power to enter into contracts and agreements relating to the activities of the ORGANIZATION. 5.6 The ORGANIZATION shall have power to accept donations, grants, contributions or subventions, restricted or unrestricted, from individuals, governments, governmental agencies, and national or international organizations and bodies. 5.7 The ORGANIZATION shall have power to make grants, loans or to give assistance whether in cash or kind for the furtherance of its objectives. 5.8 Except as provided in Articles 20 and 21, the income and property of the ORGANIZATION shall be applied solely towards the promotion of the objectives of the ORGANIZATION, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever, by way of profit, to members of the ORGANIZATION. Nothing in this Article shall prevent payment in good faith of remuneration to any officer or servant of the ORGANIZATION or to any member thereof in return for services actually rendered to the ORGANIZATION.

The liability of the Executive Director and Board members is unlimited. All Board members, including the Executive Director, shall be jointly and severally liable for all debts, obligations, and liabilities of the ORGANIZATION incurred in the performance of ORGANIZATION duties and functions.

The ORGANIZATION may be dissolved by a special resolution passed by at least 60% of the Board members at a special meeting convened for that purpose. Upon dissolution of the ORGANIZATION, any remaining property after payment of all liabilities shall not be distributed to the members of the ORGANIZATION but shall be retained by the founding proprietor or transferred to another charitable ORGANIZATION with similar objectives, as determined by the Board.

8.1 The ORGANIZATION shall have the following organs: (a) The General Assembly — the supreme organ, consisting of all members. (b) The Board of Directors — the governing body consisting of 9 elected members. (c) The Secretariat — headed by the Executive Director (ex-officio, Secretary to the Board). 8.2 Office positions within the Board of Directors shall include: Chairperson, Vice Chairperson, Secretary, Treasurer, and five (5) ordinary Members.

9.1 Membership of the ORGANIZATION shall be open to any person who subscribes to the objectives of the ORGANIZATION. 9.2 Members shall be admitted by the Board of Directors. 9.3 Members shall pay such subscription fees as determined by the General Assembly from time to time. 9.4 A member may resign by giving written notice to the Secretary. 9.5 A member may be expelled for conduct unbecoming of a member or for acting contrary to the objectives of the ORGANIZATION, subject to due process.

10.1 The Annual General Meeting (AGM) shall be held once every year, not more than 15 months after the previous AGM. 10.2 Extraordinary General Meetings (EGM) may be called by the Board of Directors or upon written requisition of at least one-third of the members. 10.3 The AGM shall: receive and adopt audited accounts, elect Board members, appoint auditors, and transact any other business.

11.1 At least 21 days' written notice shall be given for an Annual General Meeting. 11.2 At least 7 days' written notice shall be given for an Extraordinary General Meeting. 11.3 Notice shall state the time, place, and agenda of the meeting.

A special resolution requires a majority of not less than 60% of members present and voting at a duly constituted General Meeting for which proper notice has been given. Special resolutions are required for: amendment of this Constitution, dissolution of the ORGANIZATION, and any other matters so specified in this Constitution.

An ordinary resolution shall be passed by a simple majority (more than 50%) of members present and voting at a duly constituted General Meeting.

14.1 The quorum for a General Meeting shall be one-third of the total membership. 14.2 The Chairperson shall preside at all General Meetings. In the Chairperson's absence, the Vice Chairperson shall preside. 14.3 If no quorum is present within 30 minutes of the scheduled start, the meeting shall be adjourned.

15.1 Every member shall have one vote. 15.2 Voting shall be by show of hands unless a ballot is demanded by at least 20% of members present. 15.3 In case of equality of votes, the Chairperson shall have a casting vote.

A member may appoint another member as proxy to vote on their behalf at any General Meeting. The proxy appointment must be in writing and lodged with the Secretary at least 48 hours before the meeting.

17.1 Board members shall be elected at the Annual General Meeting by a simple majority of members present and voting. 17.2 Each Board member shall serve a term of three (3) years and shall be eligible for re-election for one further term. 17.3 Casual vacancies on the Board shall be filled by co-option by the Board, subject to ratification at the next General Meeting.

A Board member shall be disqualified and removed if they: (a) Become bankrupt or enter into any arrangement with their creditors. (b) Are convicted of a criminal offence. (c) Become of unsound mind. (d) Are absent from three consecutive Board meetings without leave. (e) Are removed by a resolution of the General Assembly passed by a two-thirds majority.

19.1 The Board shall at its first meeting after each AGM elect from among its members: a Chairperson, Vice Chairperson, Secretary, and Treasurer. 19.2 The Executive Director shall be appointed by the Board and shall serve as ex-officio Secretary to the Board.

20.1 Board members shall serve on a voluntary basis. No Board member shall receive remuneration for their services as a Board member. 20.2 Board members may be reimbursed for reasonable out-of-pocket expenses incurred in the performance of their duties, upon production of receipts and subject to approval by the Board. 20.3 The Executive Director may receive a salary as determined and approved by the Board in accordance with ORGANIZATION resources.

21.1 A Board member who has a direct or indirect interest in any contract or arrangement proposed to be entered into by the ORGANIZATION shall disclose the nature of that interest at a Board meeting. 21.2 A Board member shall not vote on any matter in which they have a personal interest.

22.1 The financial year of the ORGANIZATION shall run from 1st January to 31st December of each year. 22.2 All funds of the ORGANIZATION shall be kept in a bank account in the name of the ORGANIZATION. 22.3 All cheques and withdrawal instructions shall require two authorised signatories from: the Chairperson, Treasurer, or Executive Director. 22.4 No single expenditure exceeding the amount determined by the Board shall be incurred without prior Board approval. 22.5 Restricted funds shall be used strictly for the purposes for which they were donated or granted.

23.1 The Treasurer shall keep proper books of accounts and prepare annual financial statements. 23.2 The accounts shall be audited annually by a qualified auditor appointed by the General Assembly. 23.3 Audited accounts shall be presented to the Annual General Meeting and shall be available to any member on request.

24.1 The Secretary shall keep minutes of all General Meetings and Board meetings. 24.2 The ORGANIZATION shall maintain a register of members, a register of assets, and all other records required by law. 24.3 Records shall be kept at the registered office and made available for inspection by members and relevant authorities.

The ORGANIZATION may have a common seal. The seal shall be affixed to documents only when authorised by the Board, and in the presence of at least two Board members, who shall sign the document to which the seal is affixed.

The Board of Directors may from time to time make, alter or revoke Rules and By-Laws for the internal management of the ORGANIZATION, provided that no Rules or By-Laws shall be inconsistent with this Constitution. Any such Rules or By-Laws shall be ratified at the next General Meeting.

This Constitution may only be amended by a special resolution passed at a General Meeting by not less than 60% of members present and voting, provided that at least 21 days' written notice of the proposed amendment has been given to all members.