MMC ELITES                              31ST- December 31, 2020
 
REF: MMC HOSPITAL.
 
We do hope this finds you in good health. As elected to spearhead the MMC HOSPITAL INITIATIVE, the board has had several deliberations on different matters pertaining the start of the initiative, and below is a brief.
 
On consultation from lawyers and health officials, we were told that starting a hospital simply requires one to follow the ministry of health guidelines. However, we are a group of people and thus starting by simply following the guidelines of the ministry of health would be a challenge.
 
We were then advised to form an umbrella under which to start the project. This can be in form of an association or company. This umbrella will help us unite as a single entity to start the project. This will have a constitution, memorandum of association and understanding. This binds us together as an association in agreement to start the hospital.
 
In this regard, we brainstormed on the name of the association and the following were suggested.
1-      MMC INVESTMENT GROUP
2-      MMC ELITES GROUP
3-      MMC ELITES ASSOCIATION
We do hope any of these will be available.
Another issue of concern was the kind of association to register, whether it should be limited by guarantee or by shares, whether to be registered as a non-profit or profit making association and whether it should be private, that is, shares limited to the founder members or public, shares can be sold to the public.  We are still getting more advice from lawyers about this.
 
On registration of the association, we shall require all members to register and sign against their names. For members in diaspora, their names will be registered and a lawyer will approve with a signature.
After the registration of the association, members will be provided with a copy of the constitution and a registration form that will require one to fill in personal particulars as will be designed.
 
An account on which to deposit kameeza money will be opened in a bank. We envisage opening in a bank that will make the start of the initiative easier.  For example, some banks, after depositing money for some time, say two to three years, can be presented with the hospital initiative proposal with the financial layout of the start of the project. The bank can then take on the start of the project as we continue depositing our kameeza money. It then deducts its monthly repayment. This is advantageous in a way, the hospital can even start earlier than when we decide to first save all the money we need to start.
 
As we get into the final stages of the registration and opening an account, the board decided to avail members with an MTN and Airtel mobile money lines on which to start deposits. These lines are specially meant for the KAMEEZA money, no calls shall be taken or personal messages received. We pray that members use their personal telephone numbers to deposit because they will clearly show who has deposited for better record keeping. The finance department will then transfer the money to the account when opened. Suffice to say, these lines will be helpful for those who intend to deposit daily or weekly, as it might be quite a task to always go to the bank. The department is also working on a financial software that will help the tabulation and keeping of records.
 
Below are the mobile money lines in the name of Matovu Salima.
                1-0759797330
                2-0777148250
It is our prayer that we start contribution come 1st January 2021.
 
Let us strive to make a positive mark for ourselves, families and society at large. Let us have something for which our posterity will be proud for having been their benefactors.
 
The board would like to wish all members a happy new year 2021. May the good lord give us strength, courage and understanding to get our initiative through. 

MMC              ELITES                                                                                                      1st January 2021
 
Happy New Year 2021.
As we usher in the new year 2021, let us congratulate each other for the passing of 2020. It has been a challenge for us in all aspects of life. However, such challenges should be a lesson to us. There are sundry lessons we can learn from 2020.
1-      We need to create financial stability for ourselves rather than rely on our jobs. As we speak, some people who were given leave from their jobs at the start of the pandemic have not yet been recalled.
2-      We learnt that society grades and treats jobs differently. The teaching profession has gravely suffered during this pandemic, with government branding it NON-ESSENTIAL.
3-      Life is short, what are we leaving behind for our posterity? Something that will stand the times even when we are long gone.
4-      What worth are we to each other, especially as a group MMC ELITES. Many came out and offered help to others. Can we make this worth for each other bigger than this?
5-      Everything in life is of value. I saw a lady on TV cooking and eating banana peels during this pandemic. What value do you attach to yourself, your time and whatever you do?
It is time we woke up, learn from the past and attach value to what we are and do. Towards the end of 2020, a hospital was proposed. This is the most essential aspect of society as evidenced during the covid times and the fact that health has always been a challenge to us on this forum.  We suggested that 1000 be tabled each day from each member. This might be hard to subscribe each day. We can make it weekly, monthly, bi-annual or annually, or one can pay any lot at least a minimum of 10000. It will make work easy for the finance department. The lines below were provide for saving
0759797330.  0777148250
The elected board is working on the documentation needed, especially the constitution and among the challenges we shall brain storm here are;
1-      How does a founder member with an MMC HOSPITAL card benefit from the services apart from the profits or dividends?
2-      How does the spouse and children of a founder member benefit?
3-      How do he relatives of a founder member benefit?
4-      For how long should a board run and when is a board member re-elected?
5-      Who are the trustees of the hospital?
6-      Who enters and when should admission stop?
7-      If admission is open, do new members have to pay the past months for which they were not yet admitted?
These and other issues pertinent will be discussed in detail to make a good and thorough constitution that will bind us as one.
 
Cardinal of all, may people might feel safe after reading and signing the constitution, if so can one save and deposit when everything is done?
 
The pandemic has been a bad experience to use but at the same time we would be cheating our understanding and education if we haven’t learnt anything from it.
 
Let us give value to ourselves, our time and our talk to make a better future for ourselves and posterity. Let us use the magic of numbers to make a difference in our lives.
Let us honor that ramshackle, hors de combat institution that we went to with a magnificent memorial in form of a hospital.
 
WORST DISEASE IN LIFE IS BEING A NON-STARTER. 

(THE COMPANIES ACT 2012)

 

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

MMC INVESTMENT GROUP

                                  1.  INTERPRETATION             

In these regulations:-

a)   “The Act” shall mean the Companies Act,2012 Chapter 85;and every provision incorporated here with, and in case any other references are used, it shall be read as references to the provision submitted of the same Act,

b)  “the Seal” shall mean the common seal used by the Association .

c)    “Secretary” shall mean any person appointed to perform the duties of the secretary of the company;

d)  “the Office” shall mean the registered office of the Company;

e)   "the Articles" shall  mean these articles of Association as from time to time and for the time being in force;

f)     "the Association" means the Association whose name appears in the heading to these Articles;

g)   "the Group" means the association and its subsidiaries from time to time and for the time being;

h)   "the Register" shall mean the register of members to be kept as required by the Acts;

i)     ''The State" means Uganda

j)     References in these Articles to “shillings” shall mean the currency, for the time being, of the State.

k)   The headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.

l)     “The hospital “shall mean the M.M.C Memorial Hospital.

m)      “The board “shall mean the board of management for the association constituted pursuant to the provisions of article …..hereof

n)  “The committee “shall mean the entrusted group as in context of the respective aspect of the management.

 

                    2.       PURPOSE AND CONSTITUTION
 

The association is established and constituted for the purposes expressed in the Memorandum of Association.

 

                    3.       MEMEBERSHIP

 

3.a ) For the purposes of registration, upon incorporation any alumni  person from M.M.C qualifies to become a member as long as they pay the “kameeza” fees of Ugx 7000 a week, as agreed at the beginning, but the amount is subject to revision and the membership has no limited number.

 

The subscribers to the Memorandum of Association and such other persons as the board shall form time to time admit to membership, shall be members of the Association.

 

3. b)  Registration of Members.

The name of every person admitted to membership shall forthwith be entered in the register of the members. Upon death, resignation or cessation of membership of any member for any reason, an appropriate entry to this effect shall be made in the register.

 

                      4.     RIGHTS TO MEMBERS

 

4. a) Every member of the Association shall be entitled to such benefits as may be provided by the association from time to time.

 

4. b) The rights of all members of the association shall be personal and transferable to the next of kin registered at the death, or may cease to be upon the member ceasing to be a member of the Association.

 

4. c) No member shall be entitled so long as his/her subscription is in arrears for more than 6 months, to exercise or enjoy any of the rights or privileges of the association. The privileges to which all members are entitled to, will include free treatment of the registered alumni member, which will be extended to 2 of his family members who will have been registered prior.                                      

 

                  5.  THE SEAL

 

The association shall bear an association seal/stamp, and shall be kept at the registered Association offices. Another seal for the Chairperson of The management Board shall also exist, kept by the Chairperson himself/herself in question.

The company seal shall consist of an ordinary rectangular shape. The same applies to the seal of the Chairperson of The Governing Board.

The seal of the association shall not be affixed to any instrument except by the authority of a resolution of the board of management, and having been verified and signed by 3 members of the board, the secretary, and chairperson being mandatory. Any other member of the board available will make the third party.

The Company seal shall bear words “MMC Investment Group” a date and location details, while the chairman’s seal shall bear the words “Office of the Chairperson - MMC Investment Group.

 

 

                     6. ANNUAL GENERAL MEETINGS

 

The Association shall hold one general meeting as its annual general meeting every year in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.

 

                     7. EXTRAORDINARY GENERAL MEETINGS  

All other meetings other than annual general meetings shall be called extraordinary general meetings.

The board may whenever they think fit, convene such meetings, or upon requisition of the members.      

 

                      8. NOTICE OF GENERAL MEETINGS  

(a)     Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days' notice and all other extraordinary general meetings shall be called by at least fourteen Days' notice.

 

(b)      Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business.

 

 

 

 

                          9. CONDUCTING OF GENERAL MEETINGS  

(a)     No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. The quorum for a meeting to proceed shall be two thirds of the total membership of the Association.

 

(b)    If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine.

 

          10. CHAIRMAN OF GENERAL MEETINGS  

(a)    The chairperson of The Governing Board or, in his absence, the deputy chairperson (if any) or, in his/her absence, some other board member nominated by the board shall preside as chairperson at every general meeting of the Association. If at any general meeting none of such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the board members present shall elect one of their members to be chairperson of the meeting.

 

(b)    If at any meeting no board member is willing to act as chairperson or if no board member is present within fifteen minutes after-the time appointed for holding the meeting, the members present and entitled to vote shall choose one of the members personally present to be chairperson of the meeting.

 

           11.  ADJOURNMENT OF GENERAL MEETINGS  

The Chairperson, with the consent of a meeting at which a quorum is present, may (and if so directed by the meeting, shall) 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 which might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned, the time and place for the adjourned meeting shall be fixed by The Governing Board.

 

                           12. VOTES OF MEMBERS

a)   Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being, on a show of hands every member present in person and every proxy shall have one vote, so, however, that no individual shall have more than one vote, and on a poll every member shall have one vote for every share carrying voting rights of which he is the Holder.

b)  At all general meetings a resolution put to vote shall be decided by a show of hands, unless before or upon the declaration of the result of the show of hands, a poll is demanded by the chairman or by at least 3 members present in person and entitled to vote and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has been carried by a particular majority, shall be conclusive, and an entry to that effect in the minute of the Association book shall be conclusive evidence thereof without proof of the n umber or proportion of the votes recorded in favor of or against such resolution.

c)    If a poll be demanded in the manner aforesaid it shall be taken forth with, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

d)  In the case of an equality of votes either on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.

e)   The demand for a poll may with the consent of the chairman be withdrawn at any time, and in any event the taking of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

f)     The ruling of the chairman of the meeting as to whether any resolution or amendment proposed is in order or not, or as to whether any vote tendered shall be accepted and counted, shall be conclusive. The absolute discretion hereby vested in the chairman of the meeting shall extend to the inclusion of business not referred to in the agenda of the meeting concerned.

 

 

 

 

                  

 

                       13. APPOINTMENT OF PROXY  

           i.            Every member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his/her behalf. The instrument appointing a proxy shall be in writing in any usual form or in any other form which the board members may approve and shall be executed by or on behalf of the appointer.

        ii.            Not more than two(2) instruments of proxy may be given to nay individual member of the association and only members may hold proxies.

     iii.            An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit and the secretary shall attach a copy of such form of proxy to the notice of any general meeting to be sent toeach member:

 

“I……………………………………………………………………………………………of………………………………………………………………………being a member of M.M.C ELITES ASSOCIATION hereby appoint……………………………………………………………………..of ……………………………………………………or failing him/her ………………………………………………….of………………………………………………………. in the extra ordinary general meeting of the association to be held on the ………………………….day of ………………………..and at any adjournment thereof.

In respect of the resolutions mentioned below.

1………………………………………………………………………………………………………………………..

…………………………………………………………………………………………………………………………

2………………………………………………………………………………………………………………………..

…………………………………………………………………………………………………………………………

3…………………………………………………………………………………………………………………………

…………………………………………………………………………………………………………………………

Signed this …………day of……………………..

Name ………………………………………………Signature……………………………………………….

 

     iv.            The instrument appointing a proxy shall be deposited at the registered office of the association or such a place as may be named for that purpose, 12 hours before the time for convening the meeting or the adjourned meeting at which the person named in the instrument proposes to vote and after 12 hours of adjourning the meeting, the proxy will not be treated as valid.

 

                                  14. BOARD MEMBERS  

There shall be a Board of Management of the Association to represent the Association in the performance of the objects of the Association as set out in the Memorandum of Association.

a) Number of Board Members

Unless otherwise determined by the association in general meeting, the number of board members shall not be more than thirteen nor less than nine.

 

b) Composition of Board Members

The Governing board of the association shall consist of the following positions

i)   Chairperson

ii)    Vice Chairperson

iii)    Secretary for Finance

iv)    General Secretary

v)   Secretary for Publicity

vi)    5 to 7 board members as shall be determined from time to time.

vii)  And 2 members from the hospital administration(c/man and sec.)as ex-officios

 

The board may at any time fill a casual vacancy with a person who is a member of the association to replace any member of the board who dies or ceases to be a member of the board.

 

c)    Special remuneration of Board Members

Any board member (including for this purpose the office of Chairperson or Vice Chairperson) or who serves on any committee that was formed by board resolution, or who otherwise performs services which in the opinion of the Governing Board are outside the scope of the ordinary duties of a board member, may be paid such extra remuneration by way of salary, commission or otherwise as the Governing Board may determine.

Members of the board shall be facilitated with service allowances in form of transport, airtime, lunch or any other facilitation as will be deemed necessary. This will be given out periodically to allow the board members diligently serve the Association.

 

d)  Ordinary remuneration of Directors

The ordinary remuneration of the board members shall be determined from time to time by an ordinary resolution of the association and shall be divisible among the board members as they may agree.

e)   Appointment of the Governing Board

The members to the governing board shall be appointed to run the Association through voting at the annual general meeting when their term of office expires. The term of office for the Governing board shall be determined at the annual general meeting.

 

f)     Disqualification and Removal of Board Members

a)         In the opinion of a majority of his fellow board members, he becomes incapable by reason of mental disorder of discharging his duties as a board member;

b)    He resigns his office by notice to the association.

 

g)   Convening and regulation of board meetings

Subject to the provisions of these Articles, the Governing Board may regulate their proceedings as they think fit. The Chairperson may, and the Secretary at the request of a board member, shall call a meeting of the board.

 

h)  Quorum for Governing Board meetings

The quorum for the transaction of the business of the board may be fixed by the board members.

i)     The general members of the Association may appoint as Patron such a person as they may see fit. If the position of patron falls vacant for any reason, the members may appoint a new patron in accordance with these articles at the next general meeting following the occurrence of the incidence.

 

15. POWERS AND DUTIES OF BOARD OF MANAGEMENT

 

a)   The business of the association shall be managed by the board of management who may exercise all such powers of the association as are not by the act, or by these articles required to be exercised by the association in the general meeting subject nevertheless to these articles to the provisions of the act and to such regulations, being not inconsistent with the afore said articles or provisions as may be prescribed by the association in the general meeting. The general powers given by this article shall not be limited or restricted by any special authority or power given to the board of management by any other article.

b)  The board of management may exercise all the powers of the association to borrow or raise money and to mortgage or charge its undertaking and property and to issue any kind of securities.

c)    The powers vested in the board of management shall also include:

·       Appointment of any honorary officers.

·       The appointment, dismissal and fixing of remuneration of all officers and employees employed and the arrangement and definition of their duties.

·       Employment and dismissal of medical and other staff of the association

·       The formulation and passing of regulations and bylaws applicable in relation to the hospital and the fixing and remission of fees payable by members and other persons treated in the hospital an all other projects under the management of the association and all matters incidental thereto.

·       The formation and passing of regulations governing the election of members to the board of management including the documentation to be used.

·       The granting of pensions, annuities, gratuities or other allowances on death, sickness, disability or retirement to any person who is or has been employed by or in the service of the association ,and to the widow, widower, family or dependants of such a family. The board may also establish and maintain any schemes or funds for providing such benefits as aforesaid and may pay out of the funds of the associations any premiums, contributions or sums payable by the Association under the provisions of any scheme or fund and it shall control the appointment of any trustees of any trusts, funds or schemes set up for the afore mentioned purposes.

·       The opening and maintenance of a register for declaration of interests by any members ,staff admitting and members of the board of the association in any contact or business carried on for profit with the association by them, their firms or their companies.

·       No member of the board, company, firm of which he is a member/director /partner or share holder shall be disqualified from contracting with the association or so being interested be liable to account to the association for any profit realized from any such transactions.

·       The board of management shall cause minutes to be made in books provided for the purpose:

a)   Of all appointments of officers and employees made by the board.

b)  Of all names of the members of the board present at each meeting of the board and of any committee appointed by the board.

 

                            16. ACCOUNTS  

a)  The books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year.

b) The books of account shall be kept at the Association Office or, subject to the provisions of the Acts, at such other place as the board think fit and shall be open at all reasonable times to the inspection of the Governing Board.

 

a)        The Governing Board shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the association or any of them shall be open to the inspection of members, not being board members. No member (not being a board member) shall have any right of inspecting any account or book or document of the association except as conferred by the Acts or authorized by the Governing Board.

b)       Financial Year

The financial year of the association shall be prescribed by the Board and may, from time to time, be changed by it.

 

                               17. COMMUNICATION    

a) Notices in writing

Any notice to be given, served or delivered pursuant to these Articles shall be in writing.

b) Other modes of communication will from time to time include: ………………………………………..

c) Service of notices

 A notice or document (including a share certificate) to be given, served or delivered in pursuance of these articles may be given to, served on or delivered to any member of the association:-

i) By handing it to him/her or his/her authorized agent;

(ii)    By leaving it at his registered address; or

(iii)     By sending it by post in a pre-paid cover addressed to him/her at his/her registered address.

 

AMENDMENT OF MEMORANDUM AND ARTICLES

 

Subject to the Law, the Association may  from time to time by special resolution alter or amend its Memorandum of Association and Articles of Association in whole or in part.