THE CONSTITUTION OF. Association of Uganda retirement benefits and pension schemes (AURBPS)

Transcription

1 THE CONSTITUTION OF Association of Uganda retirement benefits and pension schemes (AURBPS) 1

2 Association of Uganda retirements benefits and pension schemes (CONSTITUTION) PREAMBLE THE persons whose names and signatures are appended at the back of this Constitution; REPRESENTING the Retirement Benefits and Pension Schemes Employers/Schemes. of their respective RECOGNIZING the need to found and form an Association of Pension and Retirements Benefit Schemes of Uganda for the purposes stated in this constitution; DESIROUS of jointly as a body participating in and influencing pension and retirement benefit policy and matters pertinent thereto; DO HERBY constitute themselves into a body on behalf of their named employers and Retirement Benefits and Pension Schemes into an association to be known as ASSOCIATION OF UGANDA RETIREMENT BENEFITS AND PENSION SCHEMES (hereinafter referred to as the Association). This constitution shall be cited as the Constitution of (AURBPS). 2

3 1) NAME AND LOCATION: The name of the Scheme shall be ASSOCIATION OF UGANDA RETIREMENT BENEFIT AND PENSION SCHEMES abbreviated as ((AURBPS) and it shall be located in Kampala but its activities shall cover Uganda and East Africa or any jurisdiction as may be necessary. 2) NATURE: This Association shall be non profit, non governmental, non partisan, non denominational and non discriminatory in all its activities approaches and behaviour. 3) COMMENCEMENT The Association shall commence its activities as soon as it is registered and recognised by the Laws of Uganda PROVIDED the founding activities shall be ratified by the first post registration Executive and the General Meeting. 4) STATEMENT OF INTENT (OBJECTIVES): The objectives of the Association are to: a. In general, to be a forum and body for discussion, engagement, consultation on retirement benefit and pension matters affecting registered/regulated retirement benefits schemes in a holistic and sustainable manner. b. Undertake programs and support policies that increase retirement benefits and pension sector growth and development locally and regionally. c. Explore and create opportunities for schemes to marshal funds and engage in collective and/ or joint ventures. d. Engage with employers/ sponsors to cooperatively manage the retirement benefits and pension sector and schemes for the mutual benefit of Trustees, scheme members (Contributors) and Sponsors/Employers. e. Be a united body influencing positive change(s) and to encourage, contribute to and promote closer links between trustees and sponsors of Retirement Benefits and pension Schemes, Accountants, Actuaries, Administrators, Custodians, Fund/Investment 3

4 Managers, Lawyers, Auditors and other professionals involved in providing advice or services to Retirement Benefits and pension schemes. f. Work with URBRA and other regulators to ensure that schemes, employers and members interests are handled with accountability and transparency and other corporate governance practices. g. Promote information sharing and best practice among association members. h. Build capacity amongst trustees through benchmarking and share common issues and brainstorm solutions for emerging issues and to search for and negotiate for economies in training and capacity building. i. Encourage and to provide appropriate support and advice to members of the Association through appropriate programmes, publications and other forms of communication. j. Establish links with groups or associations in any part of the world with similar objects to those of the Association and to encourage social interactions amongst members. k. Do all such other things which may seem to members to be incidental or conducive to the attainment of the Association s objectives. 5. MEMBERSHIP a) The membership of AURBPS shall be voluntary and open to any retirement benefits and pension schemes licensed by the regulator and or recognised by the laws of Uganda. b) An aspiring member shall present a dully filled membership application form accompanied by the necessary documentation as may be required as well as any registration fee. c) A member shall lose its membership if its license with the regulator is revoked or is declared bankrupt or is dissolved. d) Membership shall also lapse after three months of none renewal of the prescribed fees. e) A member may withdraw from the Association provided it shall have no unfulfilled obligations to the Association. f) Any scheme which has lost its membership to the association shall be required to make good their obligations to the association g) A member may be suspended from the activities of the Association upon determination that its activities are contrary to the objects and tenets of the Association h) Suspension of a member may be followed by expulsion provided it is established that any recommendations/sanctions imposed have not yielded any change as was deemed. i) The reasons for suspension or expulsion and methods of re-entry shall be indicated in the conditions in the application form. 4

5 j) A notice may be published to the public and other stakeholders indicating the suspension or expulsion of a member. 6. GOVERNANCE There shall be an Executive Board of the Association with powers to run the affairs of the Association. All members of the Executive Board shall be representatives of the member schemes. The Executive board shall appoint a Secretariat charged with the day to day management of the Association. The Executive Board may appoint or establish any adhoc committee or working group to execute any activities of the Association. i. Executive Board The Executive Board shall comprise: a. The Chairperson b. 5 Executive Members (Audit and Governance, Administration, Finance, Strategy and Advocacy, Corporate Affairs) c. The Secretary/Legal Secretary d. Any other member/working group co-opted or nominated by the Board as the need may demand. ii. iii. The Executive Board shall be assisted in the day to day management of the Association by a Secretariat consisting of employed staff with specific job descriptions and deliverables. The terms and conditions of service of the Secretariat staff shall be determined by the Executive Board. 7. ROLES, APPOINTMENT AND TENURE a) The original or founding Executive Board members shall be nominated by the promoters of the Association but on registration and launch of the Association, their appointment shall be ratified at the AGM. b) The executive Board shall serve for a period of 3 years provided not all members may retire at the same time due to the need for continuity. The officers to be replaced shall be determined at the AGM and designate new members appointed. c) Executive Board Members tenure may be renewed once. d) Designate members to the Board shall start attending board meetings 3 months to the expiry of the tenure of the incumbent they shall replace Provided they shall not have voting rights but shall be inducting themselves into the Executive. e) Any board member may be suspended or expelled from the Board in case: 5

6 i. They leave the employment of their sponsoring scheme ii. They resign; iii. Is declared Bankrupt iv. Becomes insane or of unsound mind; v. Is convicted of financial impropriety, fraud or any serious criminal charge with a custodial sentence of more than 6 months vi. Behaves consistently in a manner contrary to the Association s principles, values and ethical standards vii. Is deemed to be a threat to the stability of the Association iv. The Board shall be the executive organ of AURBPS charged with ensuring that AURBPS delivers on all its objectives and acts in a responsible manner under the laws applicable to its activities. v. The Board shall vet potential applicants for job positions in the Association. vi. The Board shall sign on the audited books of Accounts and do all such things as are necessary for the achievement for the aims of AURBPS. vii. The terms of service of the Board shall be determined at the Board meetings and presented to the AGM. a) The Board shall meet at least once every quarter or as deemed necessary. b) At least two thirds of members must be present for the Board meeting to take place. c) Voting at Board meetings shall be by show of hands on a majority basis. If there is a tied vote then the chairperson shall vote. d) The Board reserves the power to set up sub-committees and Working Groups as deemed necessary who shall be accountable to the Board. e) All Board members shall be given at least seven (7) days notice of a meeting unless it is deemed an emergency meeting. f) All meetings must be minuted and the record must be available to any lawfully interested party. 8. ROLES OF THE EXECUTIVE BOARD The Board shall exercise the executive functions of the Association but in particular, the office bearers shall have the following functions: a) Chairperson Roles i. To provide strategic direction to the Association. ii. To Chair Board and other meetings. iii. To cast a vote in case of a tie. iv. To sign for the Association in Bank Accounts or other official documents. v. To defend the Association from any interference by outsiders or insiders. vi. To ensure all staff/volunteers are well compensated and motivated. 6

7 vii. viii. To act as Chief Spokes Person for the Association To head any Association s lobbying activities to parliament and other bodies. b) Secretary /Legal Secretary i. To convene meetings whenever due. ii. To keep accurate records of meetings and minutes. iii. To sign on legal and other documents on behalf of the Association as may be necessary. iv. To represent the Association in Courts of Law if need be. v. To provide legal opinions, analysis and advisory services generally. vi. To deal with any in-house legal issues and external counsel should need arise vii. To deal with Legal/Regulatory and compliance issues viii. To ensure that Association s documents, seal and stamps are securely kept. ix. To draft official communiqués for the Association x. To ensure all Associations Intellectual and other property and trademark rights are protected c) Executive Member - Finance i. To prepare all budget estimates. ii. To ensure financial accountability of all funds received. iii. To issue financial guidelines and guidance to the board and management. iv. To prepare funding requirements. v. To defend the budget of the Association. vi. To help in solicitation of funds from donors, events and other lawful income generating activities vii. To validate expenditures an income statements regularly. viii. Propose reasonable investments of income to the Board for consideration d) Executive Member Audit and Governance i. To audit Association Activities. ii. To provide assurance to the board that ethical and other considerations are met iii. To work with the External Auditors to deliver an unqualified opinion on Association Statements iv. To provide risk management and compliance assurance e) Executive Member Administration i. To handle all administration issues ii. To advise on HR and recruitment iii. To manage the disciplinary process and act as secretary of the Disciplinary Committee. iv. To advise on procurement and disposal of association assets v. To arrange awareness and other engagements vi. To advise on expiry of Executive Members tenure and preside over elections of other members vii. To appoint electoral colleges and manage the electoral process viii. To deal with polices and conflict of interest in the Association 7

8 f) Executive Member Strategy and Advocacy (i) (ii) (iii) (iv) (v) (vi) To develop and present strategic and business plans of the Association To monitor and evaluate annual work plans progress To prepare advocacy plan and materials To manage the lobbying efforts of the Association To propose consultancies in the area of strategy Identify new products and services for the Association g) Executive member Corporate Affairs (i) To represent the Association in corporate social responsibility activities (ii) To manage corporate communications (iii) To manage and maintain brand identity (iv) To coordinate social and related activities (v) To develop an agenda for social engagement through sports and other social intercourses (vi) To manage publications, speaking engagements etc. (vii) To mobilise and grow membership of the Association 9. EXECUTIVE BOARD MEETINGS (EBM) AURBPS Executive Board shall hold at least one EBM per quarter. All members/schemes shall be notified in writing giving at least 7 days notice of the EBM. Provided reminders and updates may be provided via any agreed means such as electronic mail, phone reminders or SMS. The business of the EBM shall include: i. Statement by the chairperson on the Associations activities, invitations, proposals and any other matter of strategic and executive importance. ii. Other agenda items as may be developed iii. A.O. B 10. ANNUAL GENERAL MEETING (AGM) AURBPS shall hold at least one AGM every year. All members/schemes shall be notified in writing giving at least 21 days notice of the AGM. Provided reminders and updates may be provided via any agreed means such as electronic mail, phone reminders or SMS. 8

9 The business of the AGM shall include: iv. Receiving a report from the Chairperson of the Association s activities over the year. v. Receiving a report and presentation of the last financial year s AUDITED accounts from the Executive Member Finance on the finances of the Association. vi. Discussions on the way forward and members representations and open debate on the Associations viability, activities and status as a going concern vii. Electing and filling any vacant position and considering any other matter as may be appropriate at such a meeting. viii. Any other business competently introduced. 11. BANK ACCOUNT AND SIGNATORIES i. The Association shall cause to be opened current account(s) with any reputable bank for purposes of conducting banking businesses and mobilizing funds or any other activity related thereto. ii. The Account signatories shall be indicated in the Signature Authority Card of the bank providing the banking services but shall be resolved in advance of opening the account. iii. Any mandates shall be agreed to in advance and indicated in the resolution to open the account. 12. FUNDS OF THE ASSOCIATION i. The Association shall deposit all its funds arising from subscriptions, donations, fines, business investments, contributions from Sponsors and any other income into the Association Accounts. ii. iii. iv. The Treasurer or any person authorised to keep the Association Funds shall keep an updated status of the account and shall track all approved expenditures and the attendant accountability at all times. Any person receiving any money from the Association coffers shall acknowledge receipt and account for it in the manner acceptable to the Association Investment monies and monies arising from donations shall be kept separate form contributions and subscriptions. 9

10 13. AUDIT i. At the end of each Financial Year, AURBPS shall cause an audit of the financial position and activities provided spot audits shall be performed whenever due. ii. The Auditor report shall be furnished to the AGM or management Committee for consideration iii. Audit queries shall be referred to the affected unit or person for resolution and Management may make such orders and directions as they deem fit to close all audit queries. iv. Audit reports may be given to sponsors if they validly need to be furnished with it v. The report will be accessible and open to any member. 14. DISSOLUTION The Association may be wound up at any time if agreed by two thirds of those members present and voting at any general meeting. Any assets shall be returned to their providers, if they require it, or shall be passed to another group with similar aims or used to clear accumulated and present debts and obligations. 15. DISPUTE RESOLUTION Disputes arising under this constitution shall be resolved through deliberations and voting whenever possible, failing which it might be referred to an arbitrator agreeable to the parties, failing which still, it might be lodged in a court of law or a tribunal established by law to handle disputes of that nature. 16. POWERS OF THIS CONSTITUTION This Constitution shall be the guiding legal document of the AURBPS and shall be the document to be relied upon to interpret or resolve any issue that might arise and affect the activities, rights, roles and powers of AURBPS, its members, Executive Board, and PROVIDED that any person/scheme aggrieved by any decision shall be at liberty to appeal or refer any decision to any competent court or tribunal. 17. ALTERATION OF THE CONSTITUTION Proposals for amendments to this constitution or dissolution must be delivered to the secretary in writing. The secretary in conjunction with all other officers shall then decide on the date of a forum meeting to discuss such proposals, giving at least one month s clear notice. Any changes to this constitution must be agreed by at least two thirds of those members present and voting at the meeting convened to approve the amendments. 18. REGULATIONS AND GUIDELINES 10

11 The Executive Board may from time to time develop and approve Regulations and Guidelines to give effect to any article of this constitution. 19. LAW APPLICABLE a) The law applicable to AURBPS shall be the laws of Uganda. b) Any inconsistency between this Constitution and the URBRA or any other law enacted by parliament or any directive issued by a competent authority exercising its powers vested in the law shall be resolved in favour of that said law or directive 11

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13 SIGNATURES OF MEMBERS Names Sponsoring Scheme Signature and Date Note: The Members who have signed this Constitution are representative of any other member who may join at a particular date in the future who at the date of joining of 13

14 the Association will be deemed to have signed this constitution and shall be bound as if it signed this actual Constitution. 14