THE REPUBLIC OF UGANDA
THE COMPANIES ACT (CAP .2012)
COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
BONEZA INTERNATIONAL
LIMITED
THE COMPANIES ACT (CAP .2012)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
BONEZA INTERNATIONAL LIMITED
1. The name of the Company is BONEZA INTERNATIONAL LIMITED
2.
The Registered office of the Company will be situated in the Republic of
Uganda.
3.
The objects for which the Company is established are:-
a)
To carry out business of manufacturers and dealers in both wholesale and
retail in all kinds of perfumery and cosmetic products, disinfectants, toilet
and medicinal preparations and soaps of all kinds.
b)
To manufacture, import, sell, stock and deal in all kinds of perfumery and
cosmetic products, disinfectants, toilet and medicinal preparations, soaps, and
bi-products of all kinds and descriptions.
c)
To import, export and locally trade or otherwise deal in all manner of
unprocessed and manufactured goods.
d)
To carry on the business of discounting, and dealing in exchanges in specie
and securities, and as hire purchase and credit sale financiers and factors.
e)
To operate the business of super markets, hardware’s, whole sales, banking,
hotels, mobile money, transportation, coffee business both on land, water and
in the air.
f)
To advance and lend money on securities which include but not limited to
goods which, or the documents of title to which, are deposited with or assigned
to the company as security for such advances or loans, goods which are
hypothecated with the company for such security, loans if authorized
specifically by the board, debentures of companies with limited liability
whether incorporated in Uganda or elsewhere, subject to such directions as
may be issued by the board.
g)
To grant overdrafts with or without security to such extent as may be
authorized by the board.
h)
To deal in electrical appliances and other related services
i)
To sell and realize the proceeds of sale of any stocks, funds, shares, securities,
debentures, promissory notes or goods which, or the documents of title to
which, have been deposited, pledged or hypothecated with or assigned or
transferred to the company for security for advances or loans or which are held
by the company or over which the company is entitled to any lien or charge in
respect of any loan or advance or any debt or claim of the company, and which
have not been redeemed in due time in accordance with the terms and
conditions of such deposit, pledge, hypothecation, assignment or transfer;
j)
To sell and realize all property whether movable or immovable which may in
any way come into the possession of the company in satisfaction or part
satisfaction of any of its claims and the acquisition and holding of and
generally dealing with any right, title or interest in any property movable or
immovable which may be the company’s security for any loan or advance or
may be connected with any such security;
k)
To invest funds of the company in any securities or property approved by the
Board, and convert the same into money when required and alter, convert and
transport such investments;
l)
To transact pecuniary agency business on commission and enter into
contracts of indemnity, surety ship or guarantee with specific or otherwise.
m)
To administer, as an agent, any fund whether by virtue of any Act of
Parliament or otherwise.
n)
To accept the charge of valuables or securities on such terms as may be
determined by the Board;
o)
To contract, negotiate and issue private loans.
p)
To manage, improve, farm, cultivate, maintain, lease, underlet, exchange, sell
or otherwise deal with and dispose of all or any part of lands or building of
the company not required for purposes of the company.
q)
To carry on the business on the business of electronic engineers, dealers and
repairers of electrical and electronics goods and apparatus and to buy, sell,
alter and supply lamps, batteries, dynamos, generators, refrigerators, coolers
and parts and accessories for all the above mentioned articles.
r)
To establish or acquire and carry on offices, trading stations, factories, stores
and depots in Uganda or elsewhere, and to purchase, lease, or otherwise
acquire, carry on, develop and improve any business, or real or personal
property in the Uganda or elsewhere, or any undivided or other interest
whatsoever therein respectively.
s)
To apply for, acquire and hold any charters, Acts of Parliament, privileges,
monopolies, licenses, concessions, patents, or other rights or powers from the
Government of the Republic of Uganda, or any other government or state, or
any potentate or local or other authority in [territory] or elsewhere, and to
exercise, carry on and work any powers, rights or privileges so obtained, and
to constitute or incorporate the company as an anonymous or other society in
any foreign country or state.
t)
To purchase, build, hire, charter, or otherwise own hold, use and dispose of,
steam and other ships and vessels, and their appurtenances.
u)
To construct or otherwise acquire docks, slips or gridirons, canals, railways,
tramways, telegraphs, roads, and other ways, and vehicles of all kinds,
machinery, plant and appliances, for all and every purpose and use, and to
work and carry on the same.
v)
To purchase, or otherwise acquire, open and work mines, forests, quarries,
fisheries and factories, and to stock, cultivate and improve any of the lands or
properties of the company, to sell the produce thereof and to erect buildings
of the said lands or elsewhere.
w)
To grant licenses or concessions over or in respect of any property or rights
of the company.
x)
To provide technical advice, consultation services, inspection, advice,
support services or any other services as may be incidental in furthering the
principal objects of the company in the production, certification, quality
control or quality assurance, marketing, processing, manufacture, storage,
handling, transportation of coffee or its by-products, or any other produce or
products of interest to the company;
y)
To establish, buy acquire or otherwise obtain, maintain, look after, sell, rent,
lease, loan dispose of wholly or in part any machine, factory or gadget which
can be used for the production, processing, manufacture or some other
purpose in connection with timber, coffee or products there from, or the
Company or of some other Company, or person;
z)
To buy, sell, exchange, improve, manipulate and otherwise deal in all kinds
of plants, apparatus, machinery tools and things necessary or convenient for
carrying on any of the business specified above or usually dealt in by persons
engaged in the like businesses.
aa)
To do anything whatsoever which the directors think is incidental or utilities,
machinery, gadgets utensils and anything else deemed by the board of
directors to be proper for the carrying out of the projects of the Company.
bb)
To engage in the business of transportation of coffee, persons or goods of any
kind, type or description.
cc)
To acquire and undertake the whole or any part of the business goodwill and
assets of any person, firm or company carrying on or proposing to carry on as
part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company or to acquire an interest in
amalgamation with, or enter into any limiting competition, or for mutual
assistance with any such person, firm or company.
dd)
To improve manage, cultivate, develop, exchange, let on lease otherwise,
mortgage, charge sell, dispose of, turn to account, grant rights and privileges
in respect of or otherwise, and deal with all or any part of the property and
rights of the Company.
ee)
To invest and deal with the monies of the company not immediately required
upon such securities and in such manner as may from time to time be
determined.
ff)
To lead and advance money or give credit to such persons on such terms as
may seem expedient and in particular to customers and other having dealings
with the company and to give guarantees or become security for any such
persons.
gg)
Borrow or raise money in such manner as the Company shall think fit, and in
particular by the issue of debenture, debenture stock (perpetual) or otherwise,
and to ensure mortgage lieu or any money borrowed, raised or owned by
mortgage lieu or charge upon the whole or any of the company’s property
assets.
To acquire for any estate or interest and to take options over, construct and
develop any property, real or personal or rights of any kind which may
appear to be necessary or convenient for any business of the company the
objects of which include the carrying on of any business or activity within
the objects of this company.
hh)
ii)
To enter into any guarantee, contact of indemnity or surety ship and in
particular (without prejudice to the generality of the foregoing) to guarantee
the payment of any principal monies, premiums, interest and other monies
secured by or payable under any obligations or securities and the payment of
dividends and premiums on and the repayment of capital of stock and shares
of all kinds and descriptions.
jj)
To lend money to or grant or provide credit or financial accommodation to
any person or company in any case in which such grant or provision is
considered likely directly or indirectly to further any of the objects of the
company or the interests of its members.
kk)
To borrow and raise money and secure of discharge any debts or obligation
of or binding on the company in mortgages of or charges upon the
undertaking and all or any of the real and personal property (present and
future) and the uncalled capital of the company or by the creation and issue
of debentures stock or other obligations or securities of any description.
ll)
To invest any monies of the company not immediately required for the
purpose of the business of the company in such investments (other than
shares in the company or its holding company, if any) and in such manner as
may or otherwise deal with such instruments.
mm)
To sell, exchange, mortgage, let on rent, share or profit royalty or otherwise
grant licenses, cements, options, servitude’s and otherwise grant over and in
any other manner deal with or dispose of the undertaking, property, assets,
rights and effects of the company or any part thereof for such consideration
as may be thought fit and deem particular for stocks, shares, debentures, or
other obligations or securities whether fully or party paid up, of any other
company.
nn)
To give any remuneration or other compensation or reward and for services
rendered or to be rendered in placing or procuring subscription of or
otherwise assisting in the issue or any shares, debenture or other securities of
the company or in about the formation of the company or the conduct of its
business.
oo)
To establish or promote concur or participate in establishing or promoting
any company the establishment or promotion of which shall be considered.
pp)
To borrow or raise money in such manner as the company shall think fit and
in particular by the issue of debentures of debenture stock (personal or
otherwise) and to secure the repayment of any money borrowed, raised or
owing by mortgage charge or lien upon the whole or any part of the
company’s assets (whether present or future) including its uncalled capital
and also by a similar mortgage, charge or lien to secure and guarantee the
performance by the company of any obligation or liability it may undertake.
qq)
To receive money on deposit or loan with or without allowance of interest
thereon.
rr)
To draw, make accept, endorse, discount, execute and issue promissory
notes, bills of exchange, bills of lading, warrants debentures and other
negotiable instruments.
ss)
To enter into partnership or any other arrangements for sharing profits, union
of interest, cooperation, reception in concerns or otherwise with any person
or person firm or firms or company or cooperation carrying on or engaged in
any business or transactions which the company may deem capable of being
conveniently carried on in connection with the above or calculated directly or
indirectly or enhance the value of or render profitable any or the company’s
property and/or whereby the Company would be benefited.
tt)
To enter into any arrangements with any Governments or authorities
(supreme, municipal, local or otherwise any corporation, companies, or
persons that may seem conducive to the company’s objects or any of the and
to obtain from any Government, authority, corporation, company or persons
any characters, contracts decrees, rights, privileges and concessions which
the company may think desirable and to carry out exercises and comply with
any such charter, contracts, decrees, rights, privileges and concessions and to
represent and advocate the view and policies of the Company to
Governments and other authorities.
uu)
To subscribe, take, purchase or otherwise acquire and hold shares or other
interest in or securities of any other Company having objects altogether or in
part similar to those of this company or carrying on any business capable of
being conducted so as directly to benefit this company.
To act as agents or brokers and as trustees for any person firm or company
and to undertake and perform subcontracts and also to act in any of the
business of the company through or by means of agents, brokers, sub
company through others.
vv)
ww)
To remunerate any person, firm or company, rendering services to this
company whether by cash payment or by the allotment to him or them of
shares or securities of the company credited as paid up in full or part or
otherwise.
xx)
To pay all or any expenses incurred in connection with the formation,
promotion and incorporation of the Company or to contract with any person,
firm or company to pay the same and to pay commission to brokers and
others for underwriting placing, selling or guaranteeing the subscription of
any shares, debentures, debenture stock or securities of this company.
yy)
To support and subscribe to any charitable or public object and any
institution society or club which may be of benefit to the Company or its
employee or may be connected with any town or place where the Company
carried on business to give pensions, gratuities or charitable aid to any person
or persons who may have served the Company or to wives, children and
other relatives of such persons to make payments towards insurance and to
form and contribute to provident and to benefit funds for and benefit of any
persons employed by the Company.
zz)
To promote any other company for the purpose of acquiring all or any of the
property and undertaking any business or operations which may appear likely
to assist or benefit this company or to enhance the value of any property or
business or this and to place or guarantee the placing of, underwrite,
subscribe or otherwise acquire all of any part of the shares or securities of
any such company as aforesaid and to promote and safeguard commercial
economic, civic and social interests of the members of the Company.
aaa)
To sell or otherwise dispose of the whole or any part of the undertaking of
the Company either together or in portions for such consideration as the
Company may think fit and in particular for shares, debentures or securities
of any purchasing the same.
bbb)
To amalgamate with any other company having objects altogether or in part
similar to those of this Company.
To distribute among the members of the company in kind and property of the
company and in particular any shares debenture or securities of other
companies belonging to this Company or of which the Company,
corporation, municipal or local, or other body or authority.
ccc)
ddd)
To lend money to such persons or companies and on such terms as may seem
expedient and in particular to customers and others having dealings with the
Company.
eee)
To give guarantee and/or become sureties for any person or persons, firm or
firms corporation of corporations whether incorporated for moneys raised
and/or borrowed by him or them from any persons or firm or corporation or
for any purpose whatsoever and to charge or mortgage the property of the
company (movable or immovable) for the performance, discharge and
fulfillment of such obligations and guarantees.
fff)
To give bond or bonds and become bails for or in respect of any person, firm
or corporation for whatever purpose as the company may seem fit.
ggg)
To develop the resources of the same property by building reclaiming,
clearing, draining and otherwise improving, farming and planting, or any
terms of systems that may be considered advisable.
hhh)
To make, provide and use railways, tramways, telegraphs, canals road and all
other works and means of transport by land or water necessary or expedient
for the improvement of the property of the Company, and to contribute to the
expenses of promoting making and using the said works or any of them.
iii)
To purchase or otherwise acquire real and personal estates for the objects and
purposes of the company and to sell lease, exchange, mortgage, or otherwise
deal with all or any of the real and personal property of the company.
jjj)
To provide for the religious, educational sanitary and general welfare of
settlers on the property of the company and others by building, establishing,
making or supporting houses, factories, stores, building, churches, reading
rooms, schools, bus-parks place of recreation, building societies, insurance
societies and other institutions, water lighting, drainage and improvement
works.
To procure the company to be registered or recognized in any other territory,
colony, place and in any foreign country of place.
kkk)
lll)
To do all such other things as may be deemed incidental or conducive to the
attainment of the above objects or any of them, and it is hereby declared that
the word “Company” in this clause shall be deemed to include any
partnership or other body of persons whether domicile in Uganda or
elsewhere and the intention is to the objects specified in each paragraph of
this clause shall except where otherwise expressly in such paragraph be
independent of a main object and shall be in no way limited any other
paragraph or the name.
THE LIABILITY OF THE MEMBERS IS LIMITED
The share capital of the Company is Ug.Shs.10,000,000/= divided into 100 ordinary
shares of Ug.Shs.100,000/= each with power of the Company to increase or reduce
the said capital and to issue any part of its capital original or increase with or without
any preference, priority or special privilege or subject to any postponement of rights
or to any conditions of issue shall otherwise expressly declare every issue of shares
whether declare to be preference or otherwise shall be subject to the power
hereinafter contained.
WE, the several persons whose names and postal addresses are hereto subscribed are
desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the capital of
the Company set opposite our respective names
NAMES & ADDRESS
OF SUBSCRIBER
Namanya Davis,
Katushabe Caroline
NUMBER OF SHARES
TAKEN BY EACH
SUBSCRIBER
55
SIGNATURE OF
SUBSCRIBER
45
DATED at KAMPALA this ________ day of _________________, 2020.
WITNESS TO THE ABOVE SIGNATURES:
SIGNATURE: ___________________________________
NAMES IN FULL: ________________________________
OCCUPATION:__________________________________
POSTAL ADDRESS:____________________________
THE REPUBLIC OF UGANDA
THE COMPANIES ACT CAP. 2012
ARTICLES OF ASSOCIATION
OF
BONEZA INTERNATIONAL LIMITED
The company is a private company and accordingly:(a)
The right to transfer shares is restricted in the manner hereinafter prescribed.
(b)
The number of members of the company (exclusive of persons who are on
the employment of the company and of persons who having been formerly in
employment of the company while in such employment and have continued
after the determination of employment to be members of the company) is
limited to fifty provided that where two or more persons hold one or more
shares in the company jointly they shall for the purposes of these articles be
treated as a single member.
(c)
The company shall not have power to issue share warrant to bearer.
PRELIMINARY
1.
The regulations in the Table "A" of the first schedule to the Companies Act
Cap. 2012 shall apply to the company in so far as they are applicable to a
private company subject to the modifications and special provisions herein
contained.
2.
In these articles if not inconsistent with the subject or subjects the words
standing in the first column of the following Table shall bear the meaning set
opposite them respectively in the second column thereof.
WORDS
MEANINGS
The Company
This Company
The Act
The Companies Act Cap. 2012.
The Statutes
The Companies Act Cap. 2012 and
every other Act. for time being in force
affecting the Company.
The Articles
These Articles of Association as
originally formed or as from time to
time altered by special resolutions
The Office
The registered office of the Company.
Paid
Paid or credited as paid
The Register
The register of members of the
company required to be kept by the Act.
The Seal
The Common seal of the company
The Secretary
Any person appointed to perform the
duties of Secretary of the company.
3.
Save as aforesaid any words or expressions defined in the statutes shall bear
the same meaning in the articles.
4.
Any branch or kind of business which the company is either expressly or by
implication authorised to undertake, may be undertaken by the Directors at
such time or times as they shall think fit and further may be suffered by them
to be in abeyance whether such branch or kind of business.
5.
The Office shall be at such place in Uganda, as the directors shall from time
to time appoint.
TRANSFER AND TRANSMISSION OF SHARES
6.
Subject to such of the restrictions of these articles as may be applicable, any
member may transfer all or any of his shares by instrument in writing in any
usual or common form or any other form which the Directors may approve.
7.
The directors may decline to register the transfer of a share not being fully
paid share to a person of whom they shall not approve and may also decline
to register the transfer of a share on which the Company has a lien.
8.
The directors may also decline to authorise any instruction to transfer unless:
(a)
A fee such as the Directors may from time to time require is paid to
the company in respect thereof;
(b)
The instrument of transfer is accompanied by the certificate of the
shares to which it relates and such other evidence as the Directors
may reasonably require showing the right of the transferor to make
the transfer;
(c)
The transfer has first given to the shareholders of the company an
option to purchase the shares in respect of which the transfer is made.
9.
If the Directors refuse to register the transfer they shall within two months
after the date on which the transfer was lodged with the company send to the
transferee notice of the refusal.
10.
The registration of transfers may be suspended and the register closed at such
times and for such periods as the Directors may from time to time determine
provided always that such registration shall not be suspended.
11.
The Company shall be entitled to charge a fee on the registration of a transfer
or of any probate, Letters of Administration, Certificate of death or marriage,
Power of Attorney notice in lieu of distress as or other instrument affecting
the title to any share.
12.
In case of death of a member or survivor or survivors if the deceased was
joint holder and the legal personal representatives of the deceased where he
was a sole holder shall be the only person recognised by the Company as
having any title to his interest in the share but nothing herein contained shall
release the estate of a deceased joint holder from any liability in respect of
any share which has been jointly held by the holder or other persons.
CONVERSION OF SHARES INTO STOCK
13.
The Company may by ordinary resolution convert any paid up shares into
stock and re-convert any stock into paid up shares of any denomination.
14.
15.
The holder of stock may transfer the same or part thereof in the same manner
and subject to the same regulations as and subject to which the shares from
which the stock arose might previously to conversion have been transferred
or as near thereto as circumstances admit, and the directors may from time to
fix the minimum amount of stock transferable provided that such minimum
shall not exceed the nominal amount of the shares from which stock arose.
The holders of stock shall according to the amount of stock held by them
have the same privileges and advantages as regards dividends voting at
meetings of the company and other matters as if they held shares from which
the stock arose, but no such privilege or advantage (except participation in
the dividends and profits of the company and in the assets on a winding up)
shall be conferred by an amount of stock which would not if existing in
shares, have been conferred that privilege or advantage.
16.
Such of the articles of the company as are applicable to paid up shares shall
apply to stock and the words "share" and "shareholder" therein shall include
"stock" and "stockholder".
INCREASE OF CAPITAL
17.
The company may from time to time by ordinary resolution increase the
share capital by such sum to be divided into shares of such amount as the
resolution shall prescribe.
18.
The company may by ordinary resolution before the issue of any new shares
determine that the same or any of them shall be offered in the first instance
and either at par or at a premium to all the existing holders or any class of
shares in proportion as nearly as may be to the amount of the capital held by
them respectively or make other provisions as to the issue of the new shares;
but in default of any such determination or so far as at the same shall not
extend the new shares may be dealt with as if they formed part of the shares
in the original capital.
19.
Except so far as otherwise provided by the conditions of issue or by these
articles any capital raised by the creation of new shares shall be considered
part of the original capital and shall be subject to the provisions herein
contained with reference to the payment, transmission, forfeiture, lien,
surrender and otherwise. Unless otherwise provided in accordance with these
articles, the new shares shall be ordinary shares.
ALTERATION OF CAPITAL
20.
The company may from time to time by ordinary resolution:a)
Consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares; or
b)
Sub-divide its existing shares or any of them into shares of smaller
amount than its fixed by its Memorandum of Association subject,
nevertheless, to the provisions of section 63 (1) (d) of the Act and so
that the resolution where by any shares are sub-divided may
determine that, as between the resulting shares, one or more of such
shares may be given any preference of advantage as otherwise the
others or any other of such shares; or
c)
cancel any shares which at the date of passing of the resolution have
not been taken or agreed to be taken by any person and diminish the
amount of the shares so cancelled.
21.
The company may be special resolution reduce its share capital, any capital
redemption reserve fund or any premium account in any manner and with
and subject to any incident authorised and consent required by the law.
22.
The Company may by special resolution reduce its share capital and
Any capital redemption reserve fund or any share premium account in any
manner with, and subject to, any incident authorised and consent required by
law.
GENERAL MEETINGS
23.
24.
25.
26.
The company shall in each year hold a general meeting as its annual general
meeting in addition to any other meetings in that year, and shall specify the
meeting as such in the notice calling it; and not more than fifteen months
shall elapse between the date of one annual general meeting of the company
and that of the next provided that as long as the company holds its first
general meeting within eighteen months of its incorporation, it need not hold
it in the year of its incorporation or in the following year. The annual general
meeting shall be held at such time and place as the directors shall appoint.
All general meetings other than annual general meetings shall be called
extraordinary general meetings.
The directors may whenever they think fit, convene an extraordinary general
meeting, and extraordinary general meetings shall also be convened on such
requisition or in default, may be convened by such requisitions as provided
by the Act. If at any time there are not within Uganda, sufficient directors or
any two members of the company may convene an extraordinary general
meeting in the same manner or as nearly as possible as that in which
meetings may be convened by the directors.
The company shall comply with the provisions of section 140 of the Act as to
giving notice of resolutions and circulating statements on the requisition of
members.
NOTICE OF GENERAL MEETING
27.
Every general meeting shall be called by twenty-one [21] day’s notice in
writing at the least. The notice shall be exclusive of the day on which it is
served or deemed to be served and of the day for which it is given and shall
specify the place, the day and the hour of the meeting and in case of special
business the general nature of that business and shall be given in manner
hereinafter mentioned or in such other manner (if any) as may be prescribed
by the company in general meeting, to such persons as are under the
regulations of the company, entitled to receive such notices from the
company:
Provided that a meeting of the company shall, not withstanding that it is
called on shorter notice than specified in this article be deemed to have been
duly called if it is so agreed:a)
In the case of a meeting called as the annual general meeting by all
the members entitled to attend and vote thereat; and
b)
In the case of any other meeting by a majority in number of the
members having right to attend and vote at the meeting being a
majority together holding not less than 95% in nominal value of the
shares giving that right.
28.
The accidental omission to give notice of a meeting to or the nonreceipt of notice of a meeting by any person entitled to receive notice
shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
29.
All business shall be deemed special which is transacted at an extraordinary
general meeting, and also all business which is transacted at an annual
general meeting, with the exception of declaring a dividend, the
consideration of the accounts, balance sheets, and the reports of the directors
and auditors, the election of directors in place of those retiring and the
appointment of, and the fixing of the remuneration of, the auditors.
30.
No business shall be transacted at any general meeting unless a quorum of
members is present at the time the meeting proceeds to business; save as
herein otherwise provided two members present in person shall be a quorum.
If within half-an-hour from time appointed for the meeting a quorum is not
present the meeting if convened upon requisition of members, shall be
dissolved; in any other case it shall stand adjourned to the same day in the
next week, at the same time and place as the directors may determine and if
at the adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting the members present shall be a quorum.
31.
32.
The chairman, if any of the Board of Directors shall preside as chairman at
every general meeting of the company, or if there is no such chairman, or if
he shall not be present within thirty minutes after the time appointed for the
holding of the meeting or is unwilling to act the directors present shall
choose one of their member to be chairman of the meeting.
33.
If at any meeting no director is willing to act as chairman or if no director is
present within thirty minutes after the time appointed for holding the meeting
the members present shall choose one of their member to be chairman of the
meeting.
34.
The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from
time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than business left, unfinished at the meeting
from which adjournment took place.
When a meeting is adjourned for thirty days or more, notice of the
adjournment meeting shall be given as in the case of an original meeting.
35.
At a general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll (before or on the declaration of the
show of hands) is demanded a)
By the chairman of the meeting; or
b)
By any member or members present in person or proxy and
representing not less than one-tenth of the total voting rights of all the
members having the right to vote at the meeting; or
c)
By a member or members holding shares in the company conferring a
right to vote at the meeting; being shares on which an aggregate sum
has been paid up equal to not less than one tenth of the total sum paid
up on all the shares conferring that right.
The demand for a poll may be withdrawn.
36.
Unless a poll be so demanded a declaration by the chairman of the meeting
that a resolution has on show of hands been carried or carried unanimously or
by a particular majority, or lost and an entry to that effect in the book
containing the minutes of the proceedings of the company shall be conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour or against such resolution.
37.
Except as provided in article 39, if a poll is duly demanded it shall be taken
in such manner and at such time (within fourteen days) and place as the
chairman of the meeting directs, and the result of the poll shall be deemed to
be the resolution the meeting at which the poll was demanded. No notice
need be given of a poll not immediately taken.
38.
In case of an equality of votes whether by a show of hands or on a poll the
chairman of the meeting at which the show of hands takes place or at which
the poll is demanded, shall be entitled to a second or casting vote.
39.
A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs, and any
business other than that on which a poll has been demanded may be preceded
with pending the taking of the poll.
40
A printed copy of every special resolution and other resolution or agreements
mentioned in section 143 of the Act shall be sent to the Registrar of
Companies as provided by that section.
VOTES OF MEMBERS
41.
Subject to any rights or restrictions for the time being attached to any class or
classes of shares, on a show of hands every member present in person shall
have one vote, and on a poll every member shall have one vote for each share
of which he is the holder.
DIRECTORS
42.
The names of the first directors shall be:
1. NAMANYA DAVIS
2. KATUSHABE CAROLINE
The company in general meeting shall from time to time determine the
remuneration of the directors. Such remuneration shall be deemed to accrue
from day to day. The directors may also be paid all travelling, hotel and other
expenses properly incurred by them in attending and returning from meetings
of the directors or general meetings of the company or in connection with the
business of the company.
43.
Any director who serves in any committee or who devotes special attention
to the business of the company or who otherwise performs services which in
the opinion of the directors are outside the scope of the ordinary duties of a
director may be paid extra remuneration by way of salary, percentage of
profits or otherwise as the directors may determine.
BORROWING POWERS
44.
The directors may exercise all the powers of the company to borrow money
and to mortgage or charge its undertakings, property and uncalled capital or
any part thereof and to issue debenture, debentures stock and other securities
whether outright or as security for any debt, liability or obligation of the
company or of any third party.
POWERS OF DIRECTORS
45.
The business of the company shall be managed by the directors who may pay
all expenses incurred in promoting and registering the company and may
exercise all such powers of the company as are not by the Act or by these
articles required to be exercised by the company as are not by the Act or by
these articles, to the provisions of the Act and to such regulations being not
inconsistent with the aforesaid regulations or provisions as may be prescribed
by the company in general meeting; but no regulations made by the company
in general meeting shall invalidate any prior act of the directors which would
have been valid if that regulation had not been made.
46.
The directors may from time to time and at any time by powers of attorney
appoint any company, firm or person or body of persons whether nominated
directly or indirectly by the directors to be the attorney or attorneys of the
company for such purposes and with powers, authorities and discretion (not
exceeding those vested in or exercisable by the director under these articles)
and for such period and subject to such conditions as they may think fit and
any such provisions for the protection and convenience of persons dealing
with such attorney to delegate all or any of the powers authorities and
discretion vested in him.
MANAGING DIRECTOR
47.
The directors may entrust to and confer upon a Managing Director any of the
powers exercised by them upon such terms and conditions with such
restrictions as they may think fit and whether collaterally with or to the
exclusions of their own powers and may from time to time revoke, withdraw,
alter or vary all or to any of such powers. The directors shall from time to
time appoint one of them to the office of Managing Director of the company
and whilst he holds such office that Management and control of the company
shall be vested in him. He shall also act as Chairman of all meetings either
those of shareholders or of Directors.
SECRETARY
48.
The Secretary shall be appointed by the directors of such term at such
remuneration and upon such conditions as they may think fit and any
secretary so appointed may be removed by them. The provisions of section
178 to 180 inclusive of the Act shall be observed. Where there is no secretary
capable of acting, the directors may appoint an assistant deputy secretary or
any other officer of the company to perform the duties of the secretary.
THE SEAL
49.
The directors shall provide for safe custody the company's common seal
which shall only be by the authority of the directors or a committee of the
directors authorise its use on behalf of the company to every instrument to
which the seal shall be affixed and countersigned by the secretary, or second
director or by some other person appointed by the directors for that purpose.
50.
All deeds executed on behalf of the company may be in such form and
contain in such powers, provisions, conditions, covenants, clauses and
agreements as the directors shall think fit and in addition to being sealed with
the seal shall be signed by a director and countersigned by the secretary of by
a second director.
NOTICE
51.
A notice may be given by the company to any member either personally or
sending it by post to him at his registered address or to the address (if any)
within Uganda supplied by him to the company for the giving of notice to
him.
When notice is sent by post service of the notice shall be deemed to be
effected by properly addressing, stamping and posting a letter containing the
notice by airmail if addressed to a destination outside Uganda and to have
been effected in the case of notice of a meeting at the expiration of 48 hours
after the letter containing the same is posted and in other cases at the time at
which the letter would be delivered in the ordinary course of post.
52.
Notice of every general meeting shall be given a manner hereinbefore
authorised to:
a)
Every member except those members who (having no registered
address within East Africa) have not supplied to the company address
within East Africa for the giving of notice to them.
b)
Every person upon whom ownership of a share devolved by reason of
his being a legal personal representative or a trustee in bankruptcy
would be entitled to receive notice of the meeting.
c)
The auditor for the time being of the company.
INDEMNITY
53.
Every director, managing director, agent auditor, secretary, and other officers
for the time being of the company shall be indemnified out of the assets of
the company against any liability incurred by him in defending any
proceedings whether civil or criminal in which he is acquitted or in
connection with any application under section 405 of the Act in which relief
is granted to him by the court.
ACCOUNTS
54.
The directors shall cause true accounts to be kept:
(a)
Of the assets and liability of the company
(b)
If all sums of money received and expended by the Company and the
matter in respect of which such receipt and expenditure took place.
The books of accounts shall always be open for inspection of the
directors and shall be kept at a place decided by the directors.
WINDING UP
54.
If the company shall be wound up and the assets remaining after payment of
the debts and liabilities of the company and the costs of the liquidation shall
be applied, first in repaying to the members the amount paid up or credited
proportion to the number of shares held by them respectively. PROVIDED
ALWAYS that the provisions hereof shall be subject to the rights of the
holders of shares if any issued upon special conditions.
ARBITRATION
55.
If and whenever any difference shall arise between the company and any of
the members or their respective representatives concerning the construction
of any of these Articles or any act contained herein or any act or thing made
or done or to be made or done or omitted or in regard to rights and liabilities
arising hereunder or arising out of the relation existing between the parties by
reason of these articles or of the act such difference shall forthwith be
refereed to two arbitrators one to be appointed by each party in difference or
to an umpire to be chosen by the arbitrators before entering in the
consideration of the matter referred to them and every such reference shall be
arbitrated in accordance with the provisions of the laws of arbitration for the
time being in force in Uganda. The decision from such arbitration shall be
full, final and binding on both parties.
WE, the several persons whose names and postal addresses are hereto subscribed are
desirous of being formed into a Company in pursuance of this Articles of
Association and we respectively agree to take the number of shares in the capital of
the Company set opposite our respective names
NAMES & ADDRESS
OF SUBSCRIBER
Namanya Davis
Katushabe Caroline
NUMBER OF SHARES
TAKEN BY EACH
SUBSCRIBER
55
SIGNATURE OF
SUBSCRIBER
45
DATED at KAMPALA this ________ day of _________________, 2020.
WITNESS TO THE ABOVE SIGNATURES:
SIGNATURE: ___________________________________
NAMES IN FULL: ________________________________
OCCUPATION: __________________________________
POSTAL ADDRESS: ____________________________
THE REPUBLIC OF UGANDA
IN THE MATTER OF THE COMPANIES ACT (CAP.2012)
AND
IN THE MATTER OF BONEZA INTERNATIONAL LIMITED
AND
IN THE MATTER OF OPENING A BANK ACCOUNT
BOARD RESOLUTION
At an Extra Ordinary Meeting of the Board of Directors of BONEZA
INTERNATIONAL LIMITED (hereinafter referred to as “the Company”) held
at the company’s offices on the ________day of __________________, 2020
IT WAS RESOLVED AND AGREED AS FOLLOWS;
1. That a bank account be opened with Stanbic bank (U) Limited
2. That local and foreign currency accounts be opened with the said bank.
3.
That NAMANYA DAVIS and KATUSHABE CAROLINE have been
authorized to act as signatories to the company Account held with Stanbic Bank
(U) Limited.
4.
That the said bank be and is hereby authorized to honor cheques, bills of
exchange, promissory notes accepted or made on behalf of the Company and to
act on any instruments so given relating to the account, whether the same be
overdrawn or not, or relating to the transactions of the Company and for
purposes only, by the instruction of 2 (three) signatories aforementioned with a
Mandatory Signatory of Namanya Davis and Katushabe Caroline.
5. That this resolution be filed with the Registrar of Companies.
DATED at Kampala this ___________day of ______________ , 2020.
SIGNED By the said;
____________________________
NAMANYA DAVIS
DIRECTOR/SECRETARY
_________________________________
KATUSHABE CAROLINE
DIRECTOR