MEMORANDUM OF ASSOCIATION OF FOREST AND WILDLIFE CONSERVATION NETWORK (FWCN)

ARTICLE 1

NAME AND NATURE OF THE ASSOCIATI ON 1.1 The name of the Association is Forest and Wildlife Conservation Network. The Association is a non-profit and non-political organization.

ARTICLE 2 PHYSICAL ADDRESS

The Physical address of FWCN is currently in Busitema University Namasagali Campus, Kamuli district.

ARTICLE 3 OBJECTIVES & FUNCTIONS OF THE ASSOCIATION 3.1 The objects of FWCN are: To ensure and advocate for sustainable utilization, development, effective management of forests, water and wildlife resources for social-ecological welfare and economic development. Provision of a basis for promotion of sound and sustainable management of environment for optimum ecological, social and economic gains for both present and future generations. Establishing a strong foundation to build a sustainable renewable energy resource base by increasing biomass energy supply through tree planting integrated with non food energy crops for future production of green energy.

Promotion of viable commercial investments in environmental conservation and effective use of natural resources for sustainable development. Advocate for adherence to set standards, laws, rules and regulations in environmental management as a whole.

3.2 To achieve these objectives the Association shall: a) Bring the members of the Association together periodically in a

multidisciplinary environment of professional exchange;

b) Bring members in contact with environment and natural resource professionals from other countries for sharing knowledge;

c) Hold conferences and meetings for presentation of scientific and technical papers and discussions;

d) Arrange lectures by recognized national/international scholars for young professionals and the general public;

e) Facilitate research in the different disciplines of environment resources;

and

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f) Encourage environment and natural resource studies in educational institutions;

g) Publish journals, newsletters, or any other scientific or professional publications under the direction of an Editorial Board appointed by the Executive Council;

h) Confer awards on scholars for outstanding contributions in the general area of natural resources;

i)

Offer advice on critical policy issues;

j)

Collaborate with other national and international organizations pursuing similar goals; and

k) Do all such things as are conducive to the attainment of the above objectives.

ARTICLE 4 MEMBERSHIP 4.1 Acknowledging the inter-disciplinary nature of environment and natural resources, the membership of the Association is open to environmentalists, demographers, sociologists, statisticians, reproductive health experts, economists, geographers, public health personnel, social workers, and other professionals and persons interested and involved in environment and natural resource related issues.

4.2

Forms of membership in the Association shall consist of:

(a) Patrons and Honorary Members The Heads of states, Ministers, distinguished scientists and such other persons as, in the opinion of the Executive Committee, deserve this distinction. Such members shall not be liable for any fees or subscriptions. (b) Paying Members (i) Full Members Open to all who support the objects of the FWCN. (ii) Family Members Open to anyone who qualifies to be a Full Member and his or her spouse and two of their children under the age of 18.

(iii) Youth Members Open only to any person under the age of 18 or who is a full-time student up to and including University undergraduates. (iv) Institutional Members Open only to scientific, educational and public institutions and associations. (v) Conservation Group Members Open to individuals who are members of an institutional Member of the Organization/ Association which is also a Conservation group approved by the Executive Committee. (vi) Corporate Members Open to any corporation or institution supporting the objectives of FWCN. (vii)Sponsors Open to any person who supports the objects of FWCN. (viii) Life Members A person shall become a life member after fulfilling the requirements and paying an amount of money decided by the executive committee from time to time.

4.3

: Cessation of membership a) b) By voluntary resignation as from a specified date; If a member fails to pay her or his subscription one year after the subscription has become due, and has not responded within an additional 21 days after a registered notice demanding payment has been received. c) If a resolution terminating such membership is passed by a majority of not

less than three fifths of the members of the Executive Council and if such resolution of the Executive Council is confirmed by the General Body at its next meeting by a majority. No member shall question the reasonableness or otherwise of a resolution passed under Article 4.5 (c) above and shall submit to it provided she or he has been served with a notice in writing at least 14 days prior to action taken by the Secretary General informing her or him of such action and provided she or he has been given an opportunity to represent her or his case before the Executive Council.

ARTICLE 5 GENERAL BODY 5.1 The General Body of the Association shall consist of all the voting members identified in Article 4.2 above.

5.2 The General Body shall have the following duties and powers:

(a) To elect an Executive Council and Office Bearers of the Association in a general meeting duly convened for the purpose. At least one third of voting members shall be required to constitute a quorum;

(b) To consider and decide on all matters as may from time to time be placed before them in a general meeting;

(c) To amend this Memorandum of Association according to procedures set forth herein, in the Rules & Regulations and/or in the Bye-laws;

(d) To suspend or remove elected Officers of the Association or Members of the

Executive Council, on convening of a special meeting of the General Body, with at least 50 percent of the voting members present, and 80 percent of those present voting to remove. A special meeting for this purpose shall be held on written demand of one-third of all voting members.

5.3

Members of the General Body unable to attend the meeting shall have the right to express their opinion through postal or electronic communication on any matter on the agenda of the meeting of the General Body. Such opinion shall be duly considered.

ARTICLE 6 EXECUTIVE COUNCIL 6.1) The management of FWCN and the control of its funds and property shall be vested in an Executive Council of Nine Members, being the Office Bearers and Three paid-up members elected at Annual General Meetings (6.2) All Office Bearers and Executive Council Members shall be elected for a term of three years however, the outgoing, being eligible, may stand for re-election. (6.3) All nominations for Office Bearers and Members of the Executive Council shall be signed by the nominee and two proposers who are paid-up members of FWCN, and submitted to the registered Office of FWCN at least 21 days before an Annual General Meeting.

6.4 The CEO, or in her or his absence, the Deputy shall preside over the meetings of the Executive Council. In their absence, the members present shall elect a chairman for the meeting.

6.5 The Executive Council shall direct, regulate and administer the general affairs of the Association in accordance with this Memorandum of Association, the Rules and

Regulations and/or bye-laws of the Association; and shall:

a)

Draw an annual program and undertake projects for the fulfillment of the objects of the Association;

b)

Draft, propose, approve and amend the Rules and Regulations and/or byelaws of the Association;

c)

Grant affiliations to similar bodies if deemed desirable in the opinion of the Executive Council in accordance with the Rules and Regulations and/or the Bye-laws;

d)

Convene the meeting of the General Body as and when necessary;

e)

Present to the session of the General Body a written report of the activities of the Association;

f)

Fill any casual vacancies in the Executive Council by co-option from amongst the present voting membership of the Association, up to a maximum three members;

g)

Have the right to approve all contracts or research proposals on environment and related fields on behalf of the Association;

h)

Have the right to own, hold, administer and invest funds and property on behalf of the Association, and in furtherance of the aims of the Association;

i)

Approve the admission of members of all categories of the Association with simple majority vote.

6.6 The decisions of the Executive Council shall be taken by a simple majority vote. In the event of a tie, the CEO or the person presiding over the meeting shall have the casting vote. 6.7 In the event of a casual vacancy in the offices of the CEO or Secretary General, the Deputy or Joint Secretary, respectively, shall assume their duties for the remaining period. For vacancies in the positions of other Office Bearers, the Executive Council shall fill the casual vacancy as deemed appropriate under the circumstances. 6.8 The Executive Council shall have the authority to draft and approve specific Rules and Regulations and/or Bye-laws relating to the conduct of elections, including voting procedures.

ARTICLE 7 DUTIES AND POWERS OF THE OFFICE BEARERS OF THE ASSOCIATION

7.1

The Association shall have the following Office Bearers:

The Director/CEO The Deputy Director/CEO The General Secretary The Treasurer and his/her Assistant The Public Relations Officer and his/her Assistant

7.2

The CEO shall: (a) (b) Convene meetings of the Executive Council Preside at all the meetings of the General Body and Executive Council; and

(c)

Guide the activities of the Association according to this Memorandum of Association, the Rules and Regulations and/or bye-laws of the Association.

7.3

The Deputy CEO shall:

a)

Assist the President in discharging the duties of that office in the manner specified by the CEO; and

b)

Discharge the duties and exercise the powers of the CEO in her or his absence

7.4

The Secretary General shall: a) Be responsible for Supervision of day-to-day activities of the Association;

b)

Appoint and dismiss the Executive Officer of the Association subject to the approval of Executive Council;

c)

Supervise the appointment and dismissal of other paid staff of the Association;

d)

Carry out authorized business in the interest of the Association with the approval of the Executive Council. The Secretary General shall have the discretion to delegate in writing any of the above powers to the Executive Officer after informing the CEO of the same.

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7.5 The Treasurer shall:

a)

Be responsible for maintaining the Cash and Books of Account of the Association, initiating this in a bank approved by the Executive Council;

b) Supervise the maintenance of proper books of receipt, and present a Financial Statement at the Annual General Meeting of the General Body, duly approved by the Executive Council;

c) Be responsible for the annual auditing of the accounts by the Auditors as appointed by the Executive Council.

7.6 The Public Relations Officer or in his/her absence the Assistant is responsible for overseeing the production of the publications of FWCN. 7.7 Any Office Bearers or Members of the Executive Council may resign for any reason, by notifying the President in writing.

ARTICLE 8 ELECTIONS AND VOTING All elections of the Office Bearers of the Association and of the members of the Executive Council shall be held in accordance with the provisions contained in the Rules and Regulations and/or the Bye-laws of the Association.

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ARTICLE 9 FINANCES 9.1 The fee for memberships shall be as specified in the Rules and Regulations and/or the Bye-laws of the Association.

9.2

The Association shall be financed from sources identified in the Rules and Regulations and/or the Bye-laws of the Association.

9.3

All sums received shall be regularly deposited in a scheduled bank in accounts opened for this purpose in accordance with this Memorandum and the Rules and Regulations and/or the Bye-laws of the Association.

9.4

All accounts shall be audited every year by a chartered accountant appointed by the Secretary General in consultation with the CEO.

ARTICLE 10 MEETINGS All meetings of the Association shall be held in accordance with the procedure prescribed in the Rules and Regulations and/or Bye-laws of the Association.

ARTICLE 11 COMMITTEES The CEO in consultation with the Secretary General, and the Executive Council, shall have the power to form committees as and when deemed necessary, in accordance with the Rules and Regulations and/or Bye-laws, in order to meet the objectives of the Association.

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ARTICLE 12 AMENDMENTS This Memorandum of Association or a part thereof may be amended by resolution passed by a three fifths majority of the members present at General Body Meeting subject to the condition that the members voting constitute more than one-half of all eligible voters; and had been given a ten days prior notice of the meeting.

ARTICLE 13 INTERPRETATION Whenever any difference arises amongst the members touching upon the intent or construction or the incidence or consequences of this Memorandum of Association or the Rules and Regulations or the Bye-Laws, or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these presents or of the Memorandum or the Rules and Regulations or touching upon the affairs of the Association, then every such difference shall, as a condition precedent to any other action at law, be referred to the decision of the Executive Council. The decision of the Executive Council shall be final. Matters relating to the interpretation of the Memorandum shall be specifically mentioned in the agenda of the Executive Council.

ARTICLE 14 BRANCHES Branches of FWCN may be formed with the approval of the Council and Registrar of Organizations and they will adopt the same Constitution as that of the headquarters with the following exceptions: (a) The aims and objects will not include the formation of branches

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(b) Amendments to the Constitution can only be made by the headquarters of FWCN in accordance with the provisions of the Rules and Regulations and/or Bye-laws (c) The branches formed in member countries of the East African Community or other places within the country shall bear the name Forest and Wildlife Conservation Network followed by the name of the country/ place like; (i) Forest and Wildlife Conservation Network Kenya in respect of the Kenya Branch of FWCN. (ii) Forest and Wildlife Conservation Network Rwanda in respect of the Rwanda Branch of FWCN. (iii) Forest and Wildlife Conservation Network Mbarara in respect of the Mbarara Branch of FWCN. ARTICLE 15 PUBLICATIONS (1) A Journal shall be issued either by FWCN alone or in conjunction with any other organization or organizations with similar or complementary objects. It shall contain original papers and such other articles as the Executive Council may consider it desirable to publish. Members shall be entitled to purchase the Journal at such discounted rates as the Executive Coucil shall, from time to time, decide. (2) Other publications may be produced by FWCN as the Executive Council may from time to time decide. (3) The Executive Council shall have power to exchange publications with other organizations.

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ARTICLE 16

DISSOLUTION OF THE ASSOCIAT ION (1) Dissolution shall be effected only by resolution of a General Meeting under the following Rules: (2) FWCN shall not be dissolved except by a resolution passed at a General Meeting of members by a vote of two-thirds of the members present. The quorum at the meeting shall be at least 50% of the Members entitled to vote. If no quorum is obtained, the proposal to dissolve FWCN shall be submitted to a further General Meeting which shall be held one month later. Notice of this second meeting shall be given to all members of FWCN at least 14 days before the date of the meeting. The quorum for this second meeting shall be 30% of Members eligible to vote. (3) If dissolution of FWCN is duly approved by a General Meeting, this meeting shall, by a second resolution, authorize the distribution of the assets of FWCN to a body having similar objects to those of FWCN. (4) If and when dissolution is duly approved a report of dissolution with copies of the resolution and Minutes concerned shall be signed by three Office Bearers and submitted to the Registrar of Organizations. (5) No dissolution however, shall be effected without prior permission in writing of the Registrar of Organizations, obtained upon application to him made in writing and signed by three of the office bearers. (6) When the dissolution of FWCN has been approved by the Registrar, no further action shall be taken by the Council or any office bearer of FWCN other than to settle debts and distribute the assets of FWCN in such manner as may be resolved by the meeting at which the resolution for dissolution is passed.

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