1.1 NAME

The name of the Foundation is the Registered Trustees of the ’URAHA FOUNDATlON (MALAWl)’.

1.2. HEAD OFFlCE

The Head Office of the Foundation shall be in Karonga and at such a place in Malawi as may be decided upon by the Trustees from time to time.

1.3. ADDRESS

The Postal Address shall be: Private Bag 16, Karonga, Malawi.

1.4. COMMON SEAL

The Uraha Foundation shall have a Comrnon Seal which shall consist of an embossed stamp with the formal title of the organisation.

1.5. CUSTODY OF THE COMMON SEAL

The Seal shall be kept in a safe place and not to be used to endorse any document without the permission of the Trustees of the URAHA FOUNDATION.

l.6. LEGAL PERSONALlTY

The Foundation is a Legal lnstitution in accordance with the Laws of Ma1awi (Cap 5:o3).

I.7. STATUS

The Foundation is a non profit making organisation and does not pursue business.

2. OBJECTlVES

The objectives of the URAHA FOUNDATlON shall be:

2.1. Setting of a Cultural and Museum Centre.

2.2. Dissemination knowledge of Cultural and Natural heritage.

2.3. Facilitating access to the remains of pre-history to all levels of education.

2.4. Preserving pre-historic treasures of Malawi for Future Generations.

2.5 Facilitation National and International Research and co-operation.

3. ORGANISATION OF THE FOUNDATIION

3.1. The Foundation shall be made up of

a) The Board of Trustees

b) The Executive Committee

c) General Members

It shall be possible for a member to belong to all the three organs of the Foundation at one and same time.

3.2. THE BOARD OF TRUSTEES

This shall comprise of

a) Three ex-official members

b) and eight personal members

3.3. At their first meeting the Trustees shall elect Chairman and Secretary from amongst the personal members.

3.4. The initial Board of Trustees will hold office for a period of three years unless re-elected.

3.5. DUTIES OF THE BOAHD OF TRUSTEES

a) Source and allocation of funds to projects.

b) To check the activities of the Executive Committee.

c) To receive yearly financial reports from the Executive or Management Committee.

d) To overview the activities of the Foundation.

3.6. The Trustees shall meet once a year at the instance of the Chairman Notice of such a meeting shall be a period of 21 days.

3.7. The quorum shall have been made up when 5 members out of 11 are present.

3.8. The Chairman will have a casting vote where there is a tie.

3.9. The proceedings at all the meetings shall be documented in minutes and circulated to all the members of the Foundation within 21 days after the meeting.

3.9. 1. Members of the Executive Committee may be required by the Chairman of the Board of Trustees to attend the meetings of the Board of Trustees.

4. EXECUTlVE COMMITTEE

4.1. This shall be made up of a Chairman Secretary and Treasurer and such other members as the Board of Trustees may determine from time to time.

4.2. DUTIES OF THE EXECUTIVE COMMITTEE

4.2.1. This shall execute Policy and activities as initiated by the Board of Trustees.

4.2.2. Shall be the mouth piece of the Foundation.

4.2.3. Shall transact on behalf of the Foundation in all legal and non-legal business.

4.2.3.1. Develop and over see implementation of an overall annual plan of cultural and developmentaI activities.

4.2.4. Shall manage and administer all the funds to project and ensure proper accountability of the same.

4.2.5. Shall have power to make rules of conduct for its meetings.

4.2.6. The Executive Committee shall have at least one meeting a year.

4.2.6.1. The Chairman of the Executive Committee may call for an extra ordinary meeting at short notice. Whenever circumstances demand. Resolutions made at such meetings shall be equally binding.

4.2.7. Minutes of all the meetings shall be recorded and circulated to all the members within 2I days after the meeting.

4.2.8. Decisions of the Executive Committee shall only be made when the majority of the members are present.

4.2.9. Shall have power to delegate its work to third parties.

4.2.9.1 The members of the Executive Committee, upon production of valid receipts, receive re-imbursements of cost in connection with work for the Executive Committee. There shall be no allowances.

5. GENERAL

5.1. MEMBERSHIP

Any person interested in the pre-history background of Malawi, may apply to become a member.

5.2. MENBERSHlP REGISTER

There shall be a register for members. The register for members. The register shall show members names in full including their address and date of admission.

5.2.1. The Register shall be maintained by the secretary.

5.3. SUBSCRIPTION

The Board of Trustees may decide that an annual subscription or any other fee be paid by the members of the Foundation.

5.4. VACANCIES A member may voluntarily resign upon giving written notice of 90 days to the Foundation.

5.4.1. Where a member contravenes the provisions of the Constitution.

5.4.2. Where he becomes unfit to perform the functions of the Foundation.

5.4.3. By the operation of death.

5.4.4. The office of a Trustee shall fall vacant at the expiry of three years, or upon the death, retirement or resignation of the trustee.

6. SPECIAL MEMBERS

6.1. Local and international guests of the Foundation may attend meetings of the foundation with the consent of the Board Chairman as non voting guest members.

7. FOUNDATION ASSETS

The property and assets of the Foundation shall comprise: funds museum building and fixtures, materials, workshop equipment, office premises, computers and software bought or donated by well-wishers or any other donor to the Foundation or any other property or assets acquired through operation of law or by government process or any other act of state.

8. FOUNDATION FINANCES

8.1. Finances of the Foundation may only be used for the further of the objectives of the Foundation as provided for in the constitution.

8.2. The Finances of the Foundation shall consists of

Capital donated by the URAHA FOUNDATION (Germany)

Membership fees

Annual subscriptions if any to be determined by the Trustees from time to time.

Deposits or loan from members or non-members.

Statutory and other Reserves.

Funds resulting from the Foundations operations.

Grants and Donations.

Miscellaneous Income.

Investments returns.

8.2.1. The Treasurer shall take charge of the funds of the foundation and shall cause them to be deposited in a Current or Savings Account bearing the name of the Foundation.

8.2.2. All payments out of the said Foundation Account shall be drawn by cheque.

8.2.3. There shall be three Signatories to the Foundatlon’s Account. Any two Slgnatures shall be required to withdraw cash not exceeding 50,000.00 Mk and all three signatures to withdraw cash exceeding 50,000 Mk.

FlNANCIAL PLAN.

9.1. The Executive Committee shall submit to the Trustees a proposed Financial Plan of income and expenditure as well as s Development Plan for the ensuing year.

9.2. The Financial year of the Foundation shall be the calendar year.

10. BORROWING POWERS OF THE EXECUTIVE COMMITEE

The Executive Committee has no borrowing powers except where it has been sanctioned by the Board of Trustees on a ease by case basis.

11. ACCOUNTS

11.1. The Executive Committee shall keep Books of Accounts of all the Funds of the Foundation received and expended and of the Assets and Liabilities of the Foundation.

11.2. All the Books of Accounts and other related documents or records shall be kept at the Registered office of the Foundation or at such place as the Executive Committee shall think fit.

12. AUDIT

12.1. The board of Trustees shall appoint an Auditor for the ensuing year and their duties shall be regulated by the professional standards and ethics as laid down by the Associates of the certified/chartered accounts of Malawi.

12.2. The Auditors of the Foundation in their professional capacity and in the course of their duty under this Constitution, shall act in such a manner as faithful honest, diligent and careful as ordinarily skilful auditors would act in the circumstances.

12.3. The Trustees and the Executive Committee shall ensure and cause all Books of Accounts to be audited at least once every year.

13. AMENDMENT OF THE CONSTITUTION

13.1. Amendment to the Constitution shall only be done on a vote by the Board of Trustees of 2/3 majority.

13.2. The objectives of the Foundation in this Constitution shall not be changed.

14. DISSOLUTION

14.1. The Foundation may be dissolved by

Voluntary winding up with the sanction of the Trustees.

Cancellation in accordance with the provisions of Trustees Incorporation Act by the registrar General upon the Foundation becoming defunct.

Order of the court in case of very serious breach of any of the provisions of the Constitution, the Laws and Regulations in force.

14.2. (i) On dissolution of the Foundation the land, building or any other property or equipment of the Foundation shall bevested in the registered proprietor of the Foundation (i.e.) the Trustees) who shall also have a lien over all the property still remaining unpaid for by members.

(ii) The Trustees may appoint an agent (e.g. a banker, liquidator , accountant, solicitor or manager) to manage, administer and dispose of the property of the foundation and to present his final accounts and finally to apply the proceeds in satisfaction of the debts and liabilities of the Foundation and to distribute the remainder pro-rata amongst the members on the Register of members in accordance with the interests and rights to which they are entitled.