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PREAMBLE
We, the Founding Members of Childhood Rights Protection Mission Uganda Ltd (CRPMU), hereby adopt this Constitution as the governing framework of the Organisation.
The Organisation is established as a voluntary, non-profit, non-partisan and child-centred organisation committed to promoting and protecting the rights, safety, welfare, dignity and development of children in Uganda.
CRPMU shall be guided by the Constitution of the Republic of Uganda, 1995, the Companies Act, 2012, the Non-Governmental Organisations Act, 2016, the Non-Governmental Organisations Regulations, 2017, the Children Act, Cap. 59, and other written laws governing its activities in Uganda.
This Constitution shall be read together with the Organisation’s registered Memorandum and Articles of Association.
ARTICLE 1: NAME, LEGAL STATUS AND OFFICE
1.1 Name
1.2
The name of the Organisation shall be CHILDHOOD RIGHTS PROTECTION MISSION UGANDA LTD, abbreviated as CRPMU, and hereinafter referred to as “the Organisation”.
1.3 Legal Status
1.4
CRPMU is a company limited by guarantee without share capital established and operated on a non-profit basis.
1.3 Registered Office
The registered office of the Organisation shall be:
Lugano Road, Muwayo Town Council, Bugiri District, Uganda.
1.5 Postal Address
1.6
P.O. Box 710437, Bugiri, Uganda.
1.5 Area of Operation
The Organisation shall operate primarily within Uganda, beginning with its activities in Bugiri District and expanding its geographical coverage according to its capacity, programmes and lawful approvals.
ARTICLE 2: VISION, MISSION AND OBJECTIVES
2.1 Vision
A Uganda where every child is safe, protected, respected and empowered to reach their full potential.
2.2 Mission
To protect and promote the rights, safety, welfare and development of children through advocacy, awareness, community engagement, protection interventions, partnerships and access to support services.
2.3 Objectives
The Organisation shall:
a) Promote and protect the rights and welfare of children.
b) Prevent child abuse, violence, exploitation, neglect and harmful practices.
c) Promote children’s access to education, health, justice, protection and social support.
d) Strengthen parents, caregivers and communities in protecting and supporting children.
e) Promote awareness of children’s rights and responsibilities.
f) Advocate for effective implementation of child protection laws and policies.
g) Support vulnerable, disadvantaged and at-risk children through lawful programmes.
h) Promote child participation in matters affecting children.
i) Conduct awareness, training, research and community activities relating to children’s rights and protection.
j) Work with Government institutions, local authorities, communities, civil society organisations, development partners and other stakeholders.
k) Mobilise lawful resources for the achievement of the Organisation’s objectives.
l) Undertake other lawful activities that directly advance the Organisation’s non-profit objectives.
ARTICLE 3: BENEFICIARIES AND PRINCIPLES
3.1 Beneficiaries
The primary beneficiaries of the Organisation shall be children below eighteen (18) years of age, particularly vulnerable, disadvantaged and at-risk children.
3.2 Best Interests of the Child
The best interests of the child shall be a primary consideration in all activities and decisions of the Organisation concerning children.
3.3 Equality and Non-Discrimination
The Organisation shall promote equality, inclusion, dignity, participation and non-discrimination in accordance with the Constitution of the Republic of Uganda and the Children Act.
3.4 Non-Partisanship
The Organisation shall remain non-partisan and shall not be established or operated for the purpose of promoting a political party or political candidate.
3.5 Safeguarding
The Organisation shall maintain appropriate measures to prevent child abuse, exploitation, neglect, violence, harassment and other forms of harm.
ARTICLE 4: NON-PROFIT CHARACTER
4.1
The Organisation shall operate exclusively for non-profit and public-benefit purposes.
4.2
All income, funds, property and resources of the Organisation shall be used solely to achieve its objectives.
4.3
No income or property of the Organisation shall be distributed as profit or dividend to any founder, member, Director or officer.
4.4
The Organisation may make lawful payments for salaries, professional services and approved expenses incurred in carrying out its activities.
4.5
No founder, member or Director shall personally own any property belonging to the Organisation.
ARTICLE 5: MEMBERSHIP
5.1
Membership shall be open to persons who support the vision, mission and objectives of the Organisation and meet the membership requirements approved by the Organisation.
5.2
Members shall uphold this Constitution, protect the reputation and property of the Organisation and comply with its policies and safeguarding requirements.
5.3
Membership may be suspended or terminated for serious misconduct, fraud, abuse, exploitation, serious violation of this Constitution or conduct that materially damages the Organisation.
5.4
A member facing disciplinary action shall be informed of the matter and given a reasonable opportunity to respond before a final decision is made.
ARTICLE 6: GOVERNANCE AND LEADERSHIP
6.1
The Organisation shall be governed by a Board of Directors in accordance with the registered Memorandum and Articles of Association and this Constitution.
6.2
The Board shall provide strategic leadership, oversight and accountability and shall protect the Organisation’s mission, property and resources.
6.3
The Board shall:
a. Approve strategic plans, annual work plans and budgets;
b. Oversee programmes and organisational performance;
c. Ensure proper financial management and accountability;
d. Approve organisational policies;
e. Appoint and supervise senior management;
f. Ensure proper records and reporting;
g. Ensure compliance with the laws and regulatory requirements governing the Organisation; and
h. Protect the Organisation’s reputation, property and resources.
6.4 Office Bearers
The principal office bearers shall be:
A. Chairperson
B. Secretary General
C. Treasurer
6.5 Chairperson
The Chairperson shall provide leadership to the Board, preside over meetings and promote effective governance of the Organisation.
6.6 Secretary General
The Secretary General shall maintain official records, minutes, notices and correspondence of the Organisation.
6.7 Treasurer
The Treasurer shall provide oversight of financial records, budgets, financial reporting and accountability.
6.8 Conflict of Interest
Any Director or officer who has a personal or financial interest in a matter before the Organisation shall disclose that interest and shall not improperly participate in the decision concerning that matter.
ARTICLE 7: MEETINGS AND DECISION-MAKING
7.1 Annual General Meeting
The Organisation shall hold an Annual General Meeting once every calendar year.
7.2 Special General Meeting
A Special General Meeting may be called by the Board whenever an important matter requires consideration before the Annual General Meeting.
7.3 Notice
Members shall receive reasonable written notice stating the date, time, place and purpose of the meeting.
7.4 General Meeting Quorum
The quorum for a General Meeting shall be one-half (1/2) of the members entitled to attend and vote.
7.5 Board Meetings
The Board shall meet at least once every three months.
7.6 Board Quorum
The quorum for a Board meeting shall be one-half (1/2) of the serving Directors, provided that the quorum shall not be fewer than two Directors.
7.7 Decisions
a) Decisions shall be made by a simple majority of members or Directors present and entitled to vote.
b) Where votes are equal at a Board meeting, the Chairperson shall have a casting vote in addition to the ordinary vote.
7.8 Minutes
Minutes of all General and Board meetings shall be recorded, approved and securely maintained.
ARTICLE 8: MANAGEMENT, STAFF AND VOLUNTEERS
8.1
The Board may appoint staff, volunteers, consultants and other personnel necessary for the effective implementation of the Organisation’s programmes.
8.2
All staff, volunteers and representatives shall comply with this Constitution, organisational policies, safeguarding requirements and the laws of Uganda.
8.3
No person shall enter into a legal, financial or other binding commitment on behalf of the Organisation without proper authority.
ARTICLE 9: FINANCE, PROPERTY AND ACCOUNTABILITY
9.1
The Organisation may receive lawful grants, donations, contributions, sponsorships, partnerships and other lawful resources consistent with its objectives.
9.2
All funds shall be used only for approved organisational purposes.
9.3
Bank accounts shall be opened in the name of the Organisation and operated by authorised signatories approved by the Board.
9.4
The Organisation shall maintain proper books of account, financial records, receipts, payment records, bank records, budgets and financial statements.
9.5
The Board shall approve an annual budget and shall ensure proper financial controls.
9.6
The financial statements of the Organisation shall be audited where required by the Companies Act, 2012, or otherwise reviewed as determined by the Board, donors or the NGO Bureau.
9.7
All property and assets acquired by the Organisation shall be used solely for its objectives and shall not be treated as the personal property of any founder, member, Director or officer.
ARTICLE 10: SAFEGUARDING, ETHICS AND ACCOUNTABILITY
The Organisation shall maintain zero tolerance for:
a. Child abuse and exploitation;
b. Sexual exploitation and abuse;
c. Violence and neglect;
d. Harassment and discrimination;
e. Fraud and corruption;
f. Misuse of organisational funds or property; and
g. Other serious misconduct.
Any serious safeguarding concern shall be handled through the Organisation’s safeguarding procedures and reported to the appropriate authorities where required by Ugandan law.
ARTICLE 11: RECORDS, REPORTING AND COMPLIANCE
11.1
The Organisation shall maintain proper records relating to its membership, Directors, meetings, finances, property, programmes and official correspondence.
11.2
The Organisation shall promote transparency, accountability and responsible use of its resources.
11.3
The Organisation shall submit required reports, returns and other documents to the Uganda Registration Services Bureau (URSB), the National Bureau for Non-Governmental Organisations (NGO Bureau) and other competent Government authorities as required by law.
11.4
The Organisation shall comply with the Constitution of the Republic of Uganda, 1995; Companies Act, 2012; Non-Governmental Organisations Act, 2016; Non-Governmental Organisations Regulations, 2017; Children Act, Cap. 59; Employment Act, 2006; Anti-Corruption Act, 2009; Data Protection and Privacy Act, 2019, and other written laws relevant to its operations.
ARTICLE 12: AMENDMENT
12.1
This Constitution may be amended by a resolution passed at a General Meeting.
12.2
A proposed amendment shall be communicated to members before the meeting at which it is considered.
12.3
An amendment shall require approval by at least two-thirds (2/3) of the members present and entitled to vote.
12.4
No amendment shall change the Organisation’s non-profit character or permit distribution of its assets to members, founders or Directors.
12.5
Any amendment affecting the Organisation’s registered corporate documents shall be filed with URSB and notified to or approved by the NGO Bureau where required.
ARTICLE 13: DISSOLUTION AND WINDING-UP
13.1
The Organisation may be voluntarily dissolved by a resolution of a General Meeting convened specifically for that purpose, in accordance with the Non-Governmental Organisations Act, 2016, the Companies Act, 2012, and the registered Memorandum and Articles of Association.
13.2 Dissolution Quorum
The quorum for a General Meeting considering dissolution shall be two-thirds (2/3) of the members entitled to attend and vote.
13.3 Dissolution Resolution
A resolution to dissolve the Organisation shall require approval by two-thirds (2/3) of the members present and entitled to vote.
13.4
Upon voluntary dissolution, the Organisation shall comply with the statutory requirements relating to notification of the NGO Bureau, publication of the dissolution resolution, registration of the resolution and submission of the statement of affairs.
13.5
All lawful debts and liabilities shall be settled before the remaining assets are distributed or transferred.
13.6
After settlement of all lawful liabilities, the remaining assets shall be transferred to another legally recognised non-profit organisation or public-benefit institution in Uganda with similar objectives, preferably an organisation working for the protection and welfare of children.
13.7
No remaining assets shall be distributed among the founders, members, Directors, officers or employees of CRPMU.
ARTICLE 14: ADOPTION
This Constitution is adopted by the Founding Members of CHILDHOOD RIGHTS PROTECTION MISSION UGANDA LTD (CRPMU) as the governing Constitution of the Organisation.
Organisation: Childhood Rights Protection Mission Uganda Ltd
Abbreviation: CRPMU
Legal Status: Company Limited by Guarantee Without Share Capital
Country of Operation: Uganda
Registered Office: Lugano Road, Muwayo Town Council, Bugiri District, Uganda
Postal Address: P.O. Box 710437, Bugiri, Uganda
CERTIFICATION
We, the undersigned Founding Members/Directors, certify that this Constitution was duly adopted as the governing Constitution of Childhood Rights Protection Mission Uganda Ltd (CRPMU).
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