Constitution and Bylaws

1. Name of the Association

The name of the Association shall be the Ugandan Community in Qatar (UGACOQ), a not-for-profit Organization which shall hereinafter and for purposes of this Constitution be called the 'Association' and/or 'UGACOQ' and both shall represent and have the same meaning.

2. Principal Office

1. The registered address of the Association shall be in Kampala, Uganda.
2. The Association may have office(s) at such place(s) within Qatar as the Executive Committee may, from time to time, determine with the advice and consent of the UGACOQ members as they may require or make desirable.

3. Registered Agent and Registered Office

The registered agent and registered office shall be determined by the Executive Committee of the Association.

4. Purpose

1. The Association is a not-for-profit, predicated on the premise that, we the Members living in Qatar have unique economic, social and cultural needs that can be better served and fulfilled in our own organization. The objectives of the Association are:

• To create a sustainable and relevant socio-welfare organization to support Ugandans living in Qatar;
• To provide Ugandan professionals with diverse opportunities for networking and professional development within different sectors in Qatar and beyond;
• To lobby for the acquisition and setting up of an Embassy of the Republic of Uganda to the State of Qatar;
• To stimulate and encourage nationwide acquaintance and fellowship among Members in Qatar;
• To develop through research, discussion and exchange of information a better understanding of problems facing Members;
• To encourage business relationships and interaction;
• To promote unity and friendship;
• To promote and foster social, cultural, economic, and philanthropic activities and share the same with Members of UGACOQ or other groups;
• To increase awareness and facilitate access to the gainful exploitation of educational, entrepreneurial and employment opportunities in Qatar through better networking, training and other innovative programs;
• To build partnerships with key stakeholders that will facilitate the growth of cultural, philanthropic, economic and educational interests between the peoples of Uganda and Qatar; and
• To promote and protect our unique Ugandan cultural identity through regular social and cultural activities.

1. The Association shall achieve its objectives through regular conferences and meetings, networking activities, professional and business development seminars and workshops, theatrical productions on positive values, fund raising activities to supplement operating capital, and newsletters.

5. Statement of Non-Discrimination Intent

The Association is an equal opportunity organization. It does not discriminate, for membership purposes, on the basis of race, color, religion, political affiliation, gender, age, handicap, marital status, sexual orientation, nationality or ethnicity.

6. Nature of the Association

1. The Association is non-denominational, non-sectarian, non-political, secular and not-for-profit.
2. In these Bylaws, or in the Constitution, and henceforth, in any official writing of the Association or public address, wherever reference is made to a masculine gender, reference will also be made to a feminine gender; thus he/she; his/hers.

7. Duration

1. The Association shall have perpetual duration, unless dissolved by the Members.
2. The corporate existence of the Association may be terminated and /or dissolved in the following procedures:

• by a vote of, or written petition of all Members which shall be responded to by the Executive Committee after carrying out investigations in 30 days;
• or by the Government of Uganda, if and when, the existence of the Association ceases to be legal.

1. Upon receipt of the petition to dissolve the Association, the Executive Committee shall approach the Embassy, Ministry of Foreign Affairs in Uganda, and the Internal Ministry of Interior of the State of Qatar for dissolution.
2. The official notice of dissolution shall be advertised in a newspaper of wide circulation both in Uganda and Qatar.

8. Membership

1. Full Membership shall be limited to a natural person, who shall be a Ugandan by birth or decent (or a spouse or child of such person), who resides in Qatar.
2. Full Membership rights and benefits include the right to hold office and to vote, upon satisfying the requirements stipulated in these Bylaws.
3. Privilege Membership shall be limited to a Full Member who pays an Annual Membership fee.
4. Privilege Members enjoy the rights and benefits which are accorded to Full Members, plus access to a host of other services which Full Membership does not avail, upon satisfying the requirements stipulated in these Bylaws.
5. Associate Membership shall be open to a natural person 18 years or older who does not qualify for Full Membership. Associate Membership shall exclude the ability to hold elected office and the right to vote.
6. Membership is personal to the individual Member. It shall not be sold, assigned or otherwise transferred in any manner from one person to another.

9. Fees

1. All Privilege Members shall be required to pay annual membership dues as designated by the UGACOQ Executive Committee.
2. The annual membership fee payable shall be 100 Qatar Riyals (One Hundred Qatar Riyals) or its equivalent in another currency.
3. Such Privilege Membership dues, which shall be payable whether or not one attends the Annual General Meeting of the Association, shall be separate from any Association registration fees and other costs of participating in activities of the Association.
4. The amount of Privilege Membership dues and due date shall be determined by the UGACOQ Executive Committee. Failure to pay dues shall nullify Privilege Membership.
5. Privilege Membership shall be re-instated upon payment of the membership dues that shall be determined from time to time by the UGACOQ Executive Committee. The Association shall neither waive nor pay Privilege Membership fees for any individual.
6. Privilege Membership dues paid in a current fiscal year shall be valid for Membership for the following fiscal year.

10. Proof of Membership

The Executive Committee, at its discretion, shall issue a renewable Identity Card with a unique number evidencing membership in the Association signed by the Chairperson and Treasurer. Only Members satisfying the conditions of membership as stipulated in Article 9 of these Bylaws shall be eligible to receive proof of Membership.

11. Withdrawal from the Association

Any Member may withdraw or resign from the Association in writing at any time. However, Privilege Membership dues and assessments shall be non-refundable.

12. Suspension or Termination

1. The Executive Committee may recommend the suspension or cessation of membership of any Member who, has violated the Bylaws or whose conduct is deemed detrimental to the best interest(s) of the Association.
2. Written notice of intent to recommend the suspension or termination of a Member shall be mailed to the Member concerned at least twenty (20) days prior to the effective date of the termination or suspension.
3. Such notice shall include the reason(s) for the proposed action, and a disclosure statement regarding the Member's right to request a hearing, or resign in lieu of suspension or termination.

13. Compensation

No dividend shall be paid and no part of the income or profit of the Association shall be distributed to the Members. However, the Association may pay compensation in a reasonable amount that may be determined by the Executive Committee, with the advice and consent of the UGACOQ Members, for services rendered to the Association.

14. Membership Meetings

1. General Membership Meetings

1. Annual General Meetings of the Members of the Association, with a set agenda that shall include an Annual Financial Report, shall be held once a year.
2. The exact date, time, place, and agenda of the meeting shall be determined by the Chairperson of UGACOQ, in consultation with the Executive Committee and communicated to the Members within 21 days.
3. The Chairperson of the UGACOQ Executive Committee shall be the Chairperson of the Annual General Meeting.
4. The Chairperson and Treasurer shall attend the Annual General Meeting in person and present their Annual Reports, including an audited financial report and the Association's budget for the next year.
5. Where the Chairperson or Treasurer is unable to attend the annual general meeting, he or she shall send a representative to present his or her report.

2. Special Meetings

1. Special meetings of Members for any purpose(s) may be called from time to time by the Executive Committee or may be requested in writing to the Secretary of the Association by at least one-third (1/3) of the full Members of the Association.
2. The notice of such a meeting shall state the purpose or purposes thereof, and the initiator (s) of the meeting.

3. Notice of Meeting

1. A formal notice of an Annual General Meeting shall be issued to all full Members within 21 business days preceding the meeting.
2. The said notice shall be communicated by personal delivery, electronic mail, telefax, or postal mail deposited in a Qatar post office or letter box, in a prepaid postage and sealed envelope addressed to the Member at such address as appears on the books of the Association as kept by the Secretary. All recipients of the communiqués shall be required to acknowledge receipt of the same.
3. Such notice shall be deemed to be given at the time when the same shall be transmitted or mailed. The notice shall also be published on the Association's Web Site.

4. Quorum of Members

1. At all general meetings of Members of the Association which shall have been called and about which notice shall have been given in accordance with this Constitution, the presence of forty per cent (40%) of the Members registered to attend the meeting shall constitute a quorum.
2. Such quorum shall not be broken by the subsequent absence or removal of Members during the meeting.

5. Venue of Membership Meetings

All general and special meetings of the Members of the Association shall be held at a place or in a form and time that shall be determined by the Chairperson of UGACOQ or as otherwise specified in this Constitution.

15. UGACOQ Supreme Supervisory Council

1. There shall be a Supreme Supervisory Council (henceforth referred to as SSC) which shall be comprised of four members.
2. The said council shall be headed by His Excellence, The Ambassador of the Republic of Uganda to the State of Qatar.
3. The Chairperson of UGACOQ shall be an ex-officio member of the Council.
4. The other three Council members shall be appointed by the head of the SSC in consultation with the Executive Committee.
5. Functions of the UGACOQ SSC
   • The overall role of the supervisory council shall be to supervise the policies of the Executive Committee and the general affairs of the Association and its affiliated projects;
   • In discharging its role, the supervisory council shall be guided by the objectives, vision and interests of the Association, and shall take into account the relevant interests of the members of the Association.
   • The supervisory board shall be responsible for the quality of its own performance; and
   • It shall advise and make recommendations to the Governments of Uganda and Qatar on matters relating to the members of UGACOQ.
   • At any and all times, the decisions of the SSC will be paramount.

16. Executive Committee

1. There shall be an Executive Committee which shall be comprised of the following:
   • Chairperson;
   • Vice Chairperson;
   • Secretary;
   • Treasurer, and
   • Appointed Directors of Development, Finance and Communications.
2. The term of office of each Member of the Executive Committee shall be two [2] years. No person shall be elected to the same office on the Executive Committee more than three [3] times, and no person who has served more than one [1] year of a term to which some other person was elected to that office on the Executive Committee shall be elected to the same office more than twice.
3. Except for the Director of Finance, the Director of Development and the Director of Communications who shall be appointed by the Executive Committee with the advice and consent of the SSC and Members of UGACOQ, all Members of the Executive Committee shall be elected by eligible Members of the Association in accordance with the rules and guidelines that shall be determined by the Electoral Commission of UGACOQ.
4. The Executive Committee shall determine the time and place of their regular meetings.
5. The Executive Committee shall meet at least once every month, including a minimum of two face to face meetings.
6. The Secretary of the Association shall communicate to all Members of the Executive Committee in writing at least seven (7) days prior to a regular meeting.
7. Special or urgent meetings shall be called by the Chairperson or the Secretary of the Association or by a combination of any three (3) Members of the Executive Committee.
8. The presence of two-thirds (2/3) of the Members of the Executive Committee shall constitute a quorum for purposes of conducting business. Where there is an even number of Members present at a meeting, the Chairperson shall cast the tie-breaker.
9. Unless otherwise required by this Constitution, the act of a simple majority of the Executive Committee at a meeting at which a quorum is present shall be the act of the full Executive Committee.
10. A meeting of the Executive Committee, whether or not a quorum is present, may be adjourned by a majority of the Executive Committee Members present. The meeting may later reconvene at a specific time and place as shall be determined by the Chairperson of the Association. At such a reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.

17. Chairperson of the Association

1. There shall be a Chairperson, the Chief Executive Officer of the Association and he or she shall supervise the business and affairs of the Association.
2. The Chairperson or his/her designate shall ensure that all orders, resolutions and decisions of the UGACOQ are carried out.
3. He/she shall receive Quarterly and Annual reports from all Members of the Executive Committee.
4. He/she shall present the Association's financial and progress reports at every regular meeting of the UGACOQ.

18. Vice Chairperson

1. The Vice Chairperson shall be responsible for the overall advancement and development of the Association.
2. He/she shall be responsible for developing relationships and partnerships with other organizations.
3. He/she shall work with the Committee to establish and develop local chapters or other local organs of the Association.
4. The Vice Chairperson shall, in the absence of the Chairperson, preside at appropriate meetings. Should the Chairperson resign or otherwise be removed from office prior to the completion of his/her term, the Vice Chairperson shall assume the office of Chairperson for such time as is necessary until another Chairperson is voted.
5. The Vice Chairperson shall perform whatever duties the Chairperson may from time to time assign to him/her.

19. Secretary

1. The Secretary shall be responsible for the day to day administration of the Association.
2. He/she shall implement strategic programs, as approved by the Executive Committee, including organization of the Annual General Meeting.
3. The Secretary shall operate as the Public Relations Officer for the Association and shall perform all duties expected of a person in such a position, including serving as the Official Spokesperson of the Association to the media and the public in line with the Bylaws, the code of conduct and as directed by the UGACOQ Chairperson or Vice Chairperson.
4. The Secretary shall be responsible for the Association's records, including maintenance of the corporate records, the seal of the Association, and he/she shall be the custodian of the Association's books, contracts, plus other documents.
5. He/she shall be responsible for overseeing the recording of the proceedings of meetings of the Executive Committee and of the Annual General Meeting of the Association.
6. He/she shall ensure maintenance of the corporate records and the seal of the Association.
7. He/she shall have authority to give notice required by law or by these Bylaws.
8. He/she shall be the custodian of the Association's books, records, contracts, seal and other documents.
9. The Secretary shall oversee and ensure the publication of the most up-to-date bylaws, policies, procedures and other documents of the Association.
10. He/she is solely responsible, unless proven unable, to affix the corporate seal to any lawfully executed document requiring it and shall perform whatever additional duties the Chairperson or Vice Chairperson may, from time to time, assign to him/her.
11. In the absence of the Chairperson and the Vice Chairperson, the Secretary shall preside at appropriate meetings.
12. All documents and communiqués issued by the Association should, at all times, unless conditions prove otherwise, indicate the approval of the Chairperson and the Secretary, in addition to any other acknowledgement that may suit the occasion.

20. Treasurer

1. The Treasurer shall be responsible for the Association's finances including budgeting and fundraising.
2. He/she shall maintain compliance standards for donors and funding sources in line with the Association's code of conduct and ethics.
3. The Treasurer shall receive, deposit and maintain custody of all funds and securities belonging to the Association. He/she shall disburse funds under the direction of the Executive Committee and SSC.
4. The Treasurer shall present a comprehensive audited annual financial report to the Annual General Meeting of the Association, and shall perform any other duties that the Chairperson or Vice Chairperson may from time to time assign to him/her.

21. Director of Finance

1. The Director of Finance shall be appointed by the Executive Committee with the advice and consent of Members of UGACOQ and SSC.
2. He/she shall work under the direction of the Treasurer and shall lead the development and oversight of the financial affairs of the Association, including production of internal and external financial reports as required.
3. The Director of Finance shall perform all other duties as may be assigned to him/her, from time to time, by the Treasurer.

22. Director of Development

1. The Director of Development shall be appointed by the Executive Committee with the advice and consent of the Members of UGACOQ and SSC.
2. Working under the supervision of the Vice Chairperson, the Director of Development shall be responsible for developing and implementing strategies for building and enhancing relationships and partnerships with other organizations.
3. He/she shall perform all other duties as may be assigned to him/her, from time to time, by the Vice Chairperson of the Association.

23. Director of Communications

1. The Director of Communications shall be appointed by the Executive Committee with the advice and consent of the Members of UGACOQ and SSC.
2. He/she shall be responsible for developing and maintaining the UGACOQ brand; managing UGACOQ's web presence, including discussion forums; managing the production of all marketing and communication materials and publications; and serving as UGACOQ's spokesperson to the media and the public in line with the Bylaws, the code of conduct and as directed by the UGACOQ Chairperson or Vice Chairperson.
3. He/she shall be responsible for maintaining state of the art commercially available information systems and services for the Association, adhering to universally acceptable regulations and standards.
4. The Director of Communications shall perform his/her duties under the direct oversight of the Secretary.

24. Powers of the Association

A.

1. To acquire, hold, deal with, and dispose of any real or personal property;
2. To open and operate bank accounts;
3. To invest its money —
   1. in any security in which trust moneys may be invested; or
   2. in any other manner authorized by the rules of the Association;
4. To borrow money upon such terms and conditions as the Association thinks fit;
5. To give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
6. To appoint agents and employees to transact any business of the Association on its behalf for reward or otherwise;
7. To build construct erect maintain alter and repair any premises building or other structure of any kind and to furnish equip and improve the same for use by the Association;
8. Accept donations and gifts in accordance with the objects of the Association;
9. Print and publish any information by any media including newsletters, newspapers, articles or leaflets for promotion of the Association and various Agendas of the Government of the Republic of Uganda;
10. Provide gifts and prizes in accordance with the objects of the Association;
11. Organize social events for Members and the promotion of the Association; and
12. To enter into any other contract the Association considers necessary or desirable.

B.

The Association will not engage in nor associate with any entity engaging in any activities that are legally unlawful and/or in contravention of these bylaws.

25. Miscellaneous Provisions

1. Unless otherwise determined, the fiscal year of the Association shall be from the first day of January through the last day of December of the same year.
2. The Association Seal shall be in such form as the Executive Committee may, from time to time, determine.
3. The Association shall have a primary business account with a major nationwide bank, and at a location, as may be determined by the Executive Committee and shall approve closure or any changes to such an account.
4. All Association funds shall be received and controlled by the Treasurer.
5. The Treasurer and either the Chairperson or the Secretary shall be signatories to the Association's bank accounts, and to the disbursement or issuance of checks thereof. Two signatures shall be required for any and all transactions. No person other than the officers named in this Article may withdraw or disburse the Association's funds. All transactions will have to be approved by the SSC at any and all times.
6. The Association's books, accounts and all financial records shall be audited annually by an independent, certified auditing firm selected by the UGACOQ Executive Committee.
7. Not later than one (1) month after the close of the fiscal year, and in any event, prior to the next meeting of the Members for the year immediately following the said fiscal year, the Association, through the Treasurer, shall prepare and shall deliver to the Annual General Meeting an audited Financial Report for the fiscal year.
8. The books and records of the Association shall be open to inspection by any Member upon written request submitted to the Secretary. The Secretary shall acknowledge receipt of the request no later than 30 days from the date of the written request. The inspections should occur under the direct supervision of the Secretary and at a location reasonably convenient and acceptable to the same. All costs and risks of such an inspection will be covered by the inspecting party.
9. In pursuance of these by-laws, the Executive Committee shall at all times ensure the protection of the private information of UGACOQ Members.
10. In the event of a dispute concerning the interpretation of provisions of these Bylaws, all attempts shall be made by the UGACOQ Executive Committee, in consultation with the SSC, to resolve the dispute through arbitration before court intervention is sought.
11. Upon dissolution, all of the Association's assets shall, after all of its liabilities and obligations have been discharged or adequate provision made there for, be distributed to any association or associations organized for purposes similar to the purpose of the Association as may be designated.

26. Amendment

The Executive Committee shall have the power to initiate action to alter, amend and/or repeal these Bylaws or adopt new Bylaws, except that any such alteration, amendment, repeal or adoption shall first be approved by a simple majority of Members present at an Annual General Meeting, with respect to which Notice of such purpose shall have been given to Members and the SSC.