MEMBERS’ AGREEMENT MAPATO GROUP CONSTITUITONPREAMBLE The parties to this agreement hereinafter referred to as “members” enter into an understanding regarding the creation of an investment group which is for their financial benefit. The members will pool resources as determined below through membership fees and contributions which will go towards profitable investments as will be decided by members, for long-term growth and development. This agreement supersedes in all respects any other agreement or understanding whether written or verbal between the members, and is the basis of the members’ participation in the investment group. The members of this investment group include all those whose names and signatures appear in Schedule 1 attached to this agreement. 1 NAME & NATURE OF GROUP 1.1. The group is an investment group which shall be known as “ MAPATO Group” 1.2. Membership shall comprise Kenyan adult women who enter into this agreement with the understanding that it is a non-political non-partisan group for the sole ideal of enrisching group cohension and socilizim unity and benefit of generating wealth for its members through diverse investment vehicles OBJECTIVES OF GROUP 2.1. AIM - To combine members’ resources to generate wealth through incomegenerating investment vehicles 2.2. These will include but not be limited to: real estate, capital markets, etc 2.3. Members will be expected to act in good faith to achieve these objectives by availing the necessary resources and expertise and employing their best effort MEMBERSHIP 3.1. SUBSCRIPTION 3.1.1. All members will pay a non-refundable annual subscription fee of Ksh. 200 for administrative purposes 3.2. CONTRIBUTION 3.2.1. Contributions will be monthly by the 1st of every month (2,000), such quantities as to be set by members from time to time 2 3 2.6. Failure to remit monthly contributions for a consecutive period of three (3) months will attract suspension 3.2. A member may resign from the investment group but a one (1) months notice period will be given and in that period the member need not contribute further.5. 10. 200 payable together with the late contribution withi MEMBERS’ AGREEMENT – RULES & REGULATIONS 2 . joining rules will be determined by members. 3.3. ADMISSION 3. New members will be admitted upon nomination by fellow members and ratification by a general meeting 3.2.3. Refund of contributions owing to the said member.3. 3.5. On expulsion from the group. 3.2. A member may also be expelled from the investment group if their actions are found to be detrimental to the smooth running of the group’s affairs. Failure to remit monthly contributions on time will attract a penalty fee of Kshs.1. EXPULSION 3. Any member desiring to resign from the investment group shall be required to submit their resignation in writing to the Secretary. PENALTIES 3.1.7.5. Thereafter.7. SUSPENSION 3.4.1. less deductions. RESIGNATION 3. who shall inform the Treasurer. Once suspended a member may only be reinstated within the following three (3) months by fully making good owed monies in that period 3.2.000 3.3.6. Members shall be informed via SMS and at the next General Meeting.3.MAPATO GROUP 3.4.3.2. However such expulsion shall only be after a hearing before an extraordinary members meeting.1. New members will be required to achieve the level of current members’ contribution in the initial 2 year build-up period. 3.6. Only fully paid up members may participate in the group activities 3. for purposes of starting the contribution refund process. there will be subsequent refunding of contributions less deductions . 3.2. 3.5. Failure to do that will result in expulsion from the group with subsequent refunding of contributions less deductions . will be calculated and communicated to the member for collection upon expiry of the notice period 3.3.4.1.4. 3.6. resignation or expulsion from the investment group are subject to deductions to cater for administrative and investment costs.2.2.3.1. subject to change as may be determined by members when the need arises.3.no direct receipt of actual money will be allowed MEMBERS’ AGREEMENT – RULES & REGULATIONS 3 . the said member will have to wait for their refund until such a time as is practically possible.1.MAPATO GROUP 3.2.1. To make correspondence for and on behalf of the group where applicable 4.3.2.8. However.2.2.1.3.2. 3. 3. if all the investment group’s monies are tied up in illiquid investments.2.4.3.2. 4.3. 4. To be the custodian of all group documents and records except those of a financial nature 4. Bearers shall hold office for a period not exceeding one (1) year from the date of the last election.8.1. REFUNDS 3.3.3.2. Treasurer and organizing secretary 4. Secretary.2.2.2. DUTIES & RESPONSIBILITIES 4.1.4.1. CHAIRPERSON 4.1.1.2.8.2. VICE-CHAIRPERSON 4. To preside over all meetings of elected officials and all other general members’ meetings 4. To take and circulate minutes of all group scheduled and extraordinary meetings in a timely way 4. 4 OFFICE BEARERS 4. MAPATO Group shall have office bearers who shall be elected by members as follows: Chairperson. To deputize for the Chairperson in the Chairperson’s absence 4. Persons holding such office are eligible for re-election but not for more than 1consecutive terms.2.2. Deduction levels are set at 10% of total contributions.2. SECRETARY 4. To ensure good order and conduct of group members in as far as club activities are concerned 4. TREASURER 4. To acknowledge receipt of members’ contribution by way of deposit slips or Electronic Funds Transfer . Refunds of contributions by members subsequent to suspension. To carry out any other duties as shall be specified from time to time on behalf of the Chair 4.2.2.1.1. Vice-Chairperson.2.8.2. To make all communications on behalf of the Group 4.1.1. TITLES & TERMS OF OFFICE 4.1. 4.these may be called from time to time by the Chairperson in consultation with members as and when the need arises 5. 4.4.2. TYPES OF MEETINGS 5.2. refunds.2.2. death 4.5.4. QUORUM 5. other committees may be created on an ad hoc or permanent basis as the members of the group shall see fit 5 MEETINGS 5. To prepare the Annual Financial report for presentation at AGM until such a time as the Group starts making investments at which point Audited Accounts will be required.4. graduation 4.3. penalties charged. Annual General Meetings .2.5.1.1. NOTICES 5. Twenty-one (21) days for the Annual General Meeting 5. Fourteen (14) days for General Meetings 5.2.5.2.MAPATO GROUP 4.2.4. Notice to hold meetings shall be for a period of not less than: 5.3.6.2.1. COMMITTEES 4.3. refunds made.5.5. Extraordinary Meetings – at least 2 office bearers and 50% of members should be present 5.5.4. Extraordinary Meetings can be called as soon as possible MEMBERS’ AGREEMENT – RULES & REGULATIONS 4 .2.3.2.1.2.2. Annual General Meetings – at least of all members should be present 5.1.4. The Executive Committee shall comprise the above mentioned officers who shall be charged with the overall responsibility of managing and directing the affairs of the Group 4.AGM’S shall be held once every year at which elections of all office bearers shall take place and the Annual Audited Financial report presented to members 5. End year abe agree with members. etc 4.1. Extraordinary Meetings . To keep and update financial records of the group: members’ contributions. to the services it receives from financial institutions. To provide monthly financial reports on the status of group accounts: members contributions.1.1. General Meetings – at least 50% of members should be present 5. General Meetings – GM’s shall be held at least once every three (3) months and a meeting calendar shall be set at the beginning of every Group year 5. payments for investments by the group.2. Weddings 4.2. 4.2.2.5.3.5.2.2.2.3.3. investments made. dividend pay-outs. However.1.5.2.1. To ensure the Group gets the best return for its money from the most cost-effective accounts held.1.3. etc 4.3. 5.3.6. For any interruption. 5.1. a member shall seek permission from the chair. Proxy forms are to be filled in by members who are not present and maintained with the Secretary.2.3. it is to be written and signed by all members (and by proxy for those not present) and implemented.1.4.1. PENALTIES 5. if not. Members may not leave a meeting without excusing themselves to the Chair. a member must communicate to the Chair or Secretary their non-attendance.7. 5. Certain members. 5.4. However. MINUTES 5.2.7.6. As such. No alcohol consumption is allowed during meetings 6 FUND MANAGEMENT 6.4.2. Penalties for absenteeism without notification will be Kshs.7. any other member of the Executive Committee shall take the chair. 5.7. Resolutions shall be decided through Proposing and Seconding in the event that they are unanimous. will be exempt from meetings as the membership determines 5.5.2. The Secretary shall record the minutes of each meeting in English. where a member is absent without notice. CONDUCT DURING MEETINGS 5.2. by nature of their geographical location (e.4. The minutes are to be circulated within seven (7) days of the meeting.4.5. RESOLUTIONS 5. those abroad).3. 5.2.4.2. not less than twenty-four (12) hours to the meeting time. A speaking member shall have the right to be heard without interruption save for the chair.2.7. each members opinion is highly valued and their input required MEMBERS’ AGREEMENT – RULES & REGULATIONS 5 . 100 deductible from contributions 5.3. Such notices shall be in writing (e-mail) and shall indicate the date. In order to be officially absent from meetings.1.3. at an appropriate time 5.5. 5.1.6.MAPATO GROUP 5.g.5. In emergency situations.4. penalties will not be levied. Wealth generation through investment is the group’s primary objective 6.2. All members shall be required to maintain a high standard of discipline and self-control during sitting 5. 5.7. time and place of such a meeting as well as the Agenda 5. members are expected to act in good faith.2.1.7. Members arriving late must NOT interrupt the meeting but settle in and continue with the meeting 5. 5. voting will take place and a simple majority will carry the day. In the absence of both the Chair and Vice-Chair. Once a resolution is passed by members. search fees.3. Income will be regarded as proceeds from: annual subscriptions.3.2.6.5.3.1 6.2.2.2.2. compiles a detailed proposal of the project and forward to the Executive Committee 6. opening and operating investment accounts/brokers.1. An Investment Sub-committee is then elected by the members to conduct due diligence on the said project (s) 6.2. etc) 6. INCOME POLICY 6. DIVIDEND POLICY 6. Penalties are bonuses earned by the Group through member defaults and may be used towards administrative and investment costs or straight to the bottom line 6.6.3.6.1. Members will not be accessing personal loans through the investment group 6.6.1.5.3.3.5.3.3.6.3.5. monthly contributions. Monthly contributions are geared 85% towards investment and 15% towards cost of investment (legal fees.MAPATO GROUP 6. Annual subscriptions are for administrative purposes as outlined in 3.1.4.4.1. No dividends will be payable to the membership for at least two (2) years from inception in order to build critical financial mass 6.1. INVESTMENT POLICY 6.6.4. the prevailing idea (s) is confirmed through a Resolution and implemented 6. Investment returns can either be re-invested or distributed as dividend 7 BANK ACCOUNT & SIGNATORIES MEMBERS’ AGREEMENT – RULES & REGULATIONS 6 .6. dividend policy will be recommended by the Executive Committee with input from members 6.2.4.2. Upon debate and agreement by the general membership. Regular progress updates are then provided by the Investment SubCommittee 6. The Group can however borrow funds from financial institutions by the agreement of members through passing of a Resolution 6. Any member proposing an investment. Investment ideas are generated through the general membership 6.1.3. The Investment Sub-committee presents its Report to the membership 6. The Executive Committee collates these proposals and presents an Investment Paper to the general membership 6. The process is as follows: 6.3.1.3. LOAN POLICY 6. All monies contributed are geared towards accessing investment opportunities 6.1.4. Thereafter.2.2.1. penalties and investment returns 6.2.5.1. 1. Next of Kin Information 10. Secretary and Treasurer plus two (2) other members 7.1.2. Such audit reports shall be availed to members and read to them at the AGM DISPUTE RESOLUTION & CO-OPERATION 9.1.2.2.1. a lawyer practicing in the Republic of Kenya of not less than ten (10) years standing and acceptable to the disputing parties 9.1. liabilities. Disputes between members having to do with Group affairs shall be arbitrated by a committee appointed by the general membership 9. an independent person agreed upon between the Parties 9. GROUP CLOSURE 10. Failing the above mechanism. corruption. 9 10 TERMINATION / WINDING UP OF OPERATIONS 10.1. Upon dissolution.1.2.2. income. voting where required.4. the Next of Kin shall be informed MEMBERS’ AGREEMENT – RULES & REGULATIONS 7 . DEATH OF A MEMBER 10.1.1.2. the arbitrator shall be. 8 OVERSIGHT 8. Some of the acts that may lead to disciplinary action include but are not limited to: non-disclosure of interest.1. assets and losses of the Group shall be apportioned to all members equally. In the event of death of a member. if the matter in dispute is principally: 9. Vice-Chair. ALL transactions will require ANY three (3) signatories.2.3. The books shall be audited on an annual basis by an external auditor 8.2.3.1. Any member whose integrity is in question and who may be found to be involved in acts that compromise the rest of the members will face disciplinary action to be recommended by members at a special general meeting. 10.2. MAPATO Group shall operate a CHAMA current account with Bank of The signatories to the account shall be six (6) – the Chair. Integrity will be a principal factor in the relationship of all members. interference with laid down procedure or any other behavior construed as lack of integrity. conflict of interest.MAPATO GROUP 7. A legal matter. etc 9.2. Any other matter. The Group shall be wound up upon a Resolution by an Extraordinary General Meeting and upon approval of such a resolution by at least twothirds (2/3) of ALL members 10. giving input and ideas. The Group’s accounts and financial records shall be available for inspection by any member from time to time upon three (3) business days’ notice to the custodian of the records 8. Members will work jointly in the closest co-operation with each other in regard to all the matters relating to the Group – attending meetings. 2.2.2. After documentary proof has been obtained of death of a member. In this regard.1. The Next of Kin form shall be treated as a confidential document 10.2. Such appointment shall be attested by two witnesses who are members of the Group 10. dividend or any other interest WITHOUT any further deductions as soon as possible but not later than 90 days unless Clause 3. Process 10.2.3. a nominee does not exist.2. deposits. below eighteen (18) years.2. deposits or other interest shall be vested 10.1. the Group’s obligations shall be discharged 2. A member has the right to change her nominee (s) in writing and signed by the member in the presence of two witnesses who are members of the Group 10.2.1.3. Every member shall nominate one or more persons to whom on her death.2.8. shares. deposits.2. each member must fill in current Next of Kin forms and maintain this with the Secretary 10. dividend or any other interest to be transferred/paid to each nominee in the event of death 10.e.2.2.3. A member who prefers more than one person as nominee shall be required to specify the percentage of shares.2. After payment of the deceased members’ shares.3 applies 10.2. the Group shall pay to the nominee (s) the value of the deceased members’ shares.4.1.2.2. the Group may make payment to the personal representative or recognized heirs of the deceased member 10.3. dividend or any other interest to the nominee (s).2. the member will have to nominate a Guardian to represent the interest of the nominee minor. 10.1.2.4. In the event that the nominee is a minor i.2. Discharge 10.2.2.5.2.MAPATO GROUP 10.000/= as death contribution of a member. MEMBERS’ AGREEMENT – RULES & REGULATIONS 8 . Nominees 10.3. If for any reason on the death of a member.4. deposits.