Statutes

Friday, 1st of February 2008 Series 3 Number 5

NEWSLETTER OF THE RUPUBLIC

AN OFFICIAL PUBLICATION OF THE REPUBLIC OF MOZAMBIQUE

SUPPLEMENT No.2

THE RUBATANO ASSOCIATION

I certify, via this publication, that in the Deed of April the 20th 2007 in the Issue 12 and onwards in the record book for various written articles of the Conservatory of Registries and Notary of Chimoio, under the responsibility of Matere Dique Junior, senior official of the Registries and Notary N2, that:

the persons Carlos Alberto Giua, married, Chico Verni, single, adult, Chaibo Daniel, single, adult, Castigo Mario Cadafunda, single, adult, Aida Domingos Lemos, single, adult, Custodio Jose Chasseneca, single, adult, Francisco Antonio, single, adult, Sabado Arnanca, single, adult, Timosse Mascarenhas Joaquim, single, adult, Santo Pedro Machaieie, married, e Marcelino Jose Viagem, single, adult, established amongst themselves a non-profit making association, which is governed according to these permanent statutes of the following articles:

CHAPTER 1

Concerning its name, nature, headquarters and objectives

FIRST ARTICLE

Name

One: The Society adopts the name of Association Rubatano, abbreviated to AR, which governs itself by the following statutes and enforceable legislation.

SECOND ARTICLE

Nature

The Association Rubatano is a collective unit, with private rights, non-profit making and endowed with legal rights, also with administrative, financial and property autonomy.

THIRD ARTICLE

Duration

The Association is established for an indeterminate period, starting from the date of signing of this actual publication.

FOURTH ARTICLE

Headquarters and representations

The Association Rubatano is based in the District of Gondola, Manica Province, and able by the decision of a General Assembly, to transfer its headquarters, as well as to iniciate or close delegations or other forms of representations as and when it deems this appropriate.

FIFTH ARTICLE

Social Objective

These are objectives of the Association Rubatano:

(a) To promote competence in activities related to HIVAIDS;

(b) To develop actions with a view to promoting psycho-social rehabilitation of children and young people, widows and elderly;

(c) To promote respect for and the valuing of the cultures of the various social groups in the regions in which it operates;

(d) To contribute to the education of children and young people, in a culture of peace, tolerance, social harmony and respect for their rights;

(e) To mobilize and make available material and financial resources for activities which defend the rights of the orphan or vulnerable child, and of people living with HIV/AIDS;

(f) To build care centers for persons living with HIV/AIDS;

(g) To promote and bring about home visits and other such activities for persons living with HIV/AIDS;

(h) To gather, systematize and propagate the cultural values of the zones in which we operate;

(i) To make known the rights and duties of the child or young person who carries HIV/AIDS, by means of discussions and lectures;

(j) To inform and educate the communities concerning the fight against HIV/AIDS;

(k) To spread information about the preservation of the environment;

(l) To provide help in the homes of orphan and vulnerable children, and of those living with HIV/AIDS;

(m) To inform and educate concerning how to repair the homes of those who are ill with HIV/AIDS or endemic diseases;

(n) To promote farming and horticulture so as to feed those who are sick;

(o) To promote dental education for those living with HIV/AIDS.

CHAPTER 2

ARTICLE SIX

Conditions of Admission

(One) All citizens can be members of Rubatano, both nationals or foreigners, over eighteen years old, providing they are not prevented by law, and that they accept and respect its statutes and obey them.

(Two) The admission of permanent members of Rubatano is taken by the Leadership Council after a simple filling in by the candidate of an application form, which must be countersigned by two members, after being fully aware of his rights.

ARTICLE SEVEN

Categories of Membership

(One) Membership is in four categories, which are:

Founding Members;

Active Members;

Honorary Members;

Worthy Members.

(a) Founding Members are exceptional people who undertake the writing of the Constitution, or those who, during the first constituent reunion of Rubatano, fulfilled the general requirements of admission seen in these current Statutes;

(b) Active Members are all living members who have been accepted since our commencement, and have paid their membership fee up to date;

(c) Honorary Members are individuals or groups, nationals or foreigners, who by their work and motivation, often by moral encouragement, have contributed significantly to the growth and development of the association;

(d) Worthy Members are individuals or groups, nationals or foreigners, who in a significant manner have contributed gifts, material or their services, for the creation, maintenance and development of the association.

(Two) In the same person there may be bestowed more than one category of membership from the above list, providing they satisfy the respective statutes.

CHAPTER THREE

Concerning the rights and duties of Membership

ARTICLE EIGHT

Rights of Members

These are the rights of members of the association:

(a) To participate in the sessions of the General Assembly, and in all the meetings of the Rubatano Association which they have been chosen to participate in;

(b) To vote or abstain from voting on the deliberations of the General Assembly and of the Rubatano Association;

(c) To put themselves forward for and be elected onto social committees

(d) To enjoy the benefits of the activities organized by the social committees;

(e) To use the benefits of any goods available for the common use of the members;

(f) To present complaints and proposals to the social committees;

(g) To take the decisions of the General Assembly before the legal authorities whenever the member feels that the objectives of the Association have been violated, and that all his attempts to correct this matter internally have failed;

(h) To withdraw from the Association.

ARTICLE NINE

The Duties of the Member

These are the duties of the members:

(a) To observe the current Statutes, and fulfill the decisions of the social committees;

(b) To contribute in the fulfilling of the objectives, and to the raising of the prestige and development of the Association;

(c) To carry out with zeal and dedication any responsibility for which they were elected;

(d) To give account of the tasks and responsibilities which were entrusted to them ;

(e) To obey uncompromisingly the instructions of superiors in the hierarchy of Rubatano Association;

(f) To be punctual for meetings to which they were called.

ARTICLE TEN

Financial Commitment

The financial commitment of a member regarding his debts to the organization depends on the amount he deposited, the goods he loaned, and on the conditions written in his contract.

ARTICLE ELEVEN

The Loss of Right to Membership

The loss of right to membership will occur:

(a) For those who do things contrary to the objectives of the Association, or who discredit its good name;

(b) For those elected members who refuse to carry out any duty in the Association, and do not present an acceptable justification;

(c) For those who, though they are obliged to, stop paying regularly their contributions and do not settle them during a one year period;

(d) For those who are sentenced to a period in jail;

(e) For those convicted of stealing funds or the violation of property of other members;

(f) By a decision of the General Assembly concerning the case of commitment by the member of acts damaging to the Association, namely: defamation, waste of Association goods, engaging in parallel activities using Association €œknow how€ for his own financial benefit;

(g) By a decision of the General Assembly regarding fundamental principles which had previously been laid down by the General Assembly;

CHAPTER FOUR

About the Social Organs

ARTICLE TWELVE

Structure

These are the ruling bodies of the Association:

(a) The Assembly;

(b) The Leadership Council;

(c) The Finance Council.

ARTICLE THIRTEEN

General Assembly

These are the powers of the General Assembly:

(a) Approve the Statutes and their alteration;

(b) Approve the general internal rules of the Association, and other rules and plans of the Association which were proposed by the Leadership Council;

(c) Elect the President of Rubatano Association, those who sit on the Board of the General assembly, those on the Finance Council and the Leadership Council, based upon lists of candidates proposed by the members of each of the organs or collective groups;

(d) Define areas of intervention by the Rubatano Association;

(e) Look at and approve annual and multi-annual plans and programs concerning the activities of the social organs of the Rubatano Association;

(f) Look at and approve the reports and financial accounts of the Finance Council;

(g) Discuss the setting and readjustment of the Jewel* and Share * and of the minimum subscription fee to be paid by Members; (*see Note at the end of the Statutes)

(h) Resolve any matters not dealt with by the internal rules of the Association.

ARTICLE FOURTEEN

The calling of a General Assembly

A General Assembly shall be called by the President at the request of the Leadership Council, of the Finance Council, or by two thirds of the Membership according to their rights to do so.

ARTICLE FIFTEEN

The Powers of the General Assembly

The General Assembly shall:

(a) Elect or dismiss the members on the social organs;

(b) Approve the Worthy and Honorary Members, after hearing proposals by the Leadership Council;

(c) Approve the plan of activities, also the current budget;

(d) Approve the guiding orientations which make possible the Association to reach its objectives;

(e) Approve the report on the activities of the Finance Council, as well as the annual financial audit;

(f) Discuss the strengthening of basic funding or other funds to be found for helping the workers;

(g) Rectify any weakening in the quality of membership.

ARTICLE SIXTEEN

The Leadership Council

(One) The Leadership Council is a collegiate organ for the organizing and administration of the Association, and is composed of five members with a mandate of three years, renewable up to a maximum of five mandates.

(Two) The Leadership Council is led by a President who is to exercise the widest powers, representing the organization before the law, and outside it both actively and passively.

(Three) The Leadership Council will normally meet once a month, and whenever necessary for special sessions.

(Four) To guarantee efficient daily organizing of the Association, the Leadership Council may nominate an Executive Director, whose functions will be according to internal regulations.

(Five) The Executive Director will be permanently invited to the Executive Council sessions, but without voting rights.

ARTICLE SEVENTEEN

The Responsibilities of the Leadership Council

The Leadership Council of Rubatano is responsible:

(a) To represent the Association in the interval between General Assembly sessions;

(b) To elect from within its members the President and Vice-President;

(c) To nominate and dismiss the Executive Director, as well as other officials which it found necessary to recruit;

(d) To administer and manage the funds of the Rubatano Association;

(e) To prepare the annual plan and the respective budget, to be submitted to the General Assembly;

(f) To finalize and sign agreements with partners and donors;

(g) To prepare the annual plan and the respective budget, to be submitted to the General Assembly;

(h) To prepare and submit for the approval of the General Assembly new internal regulations;

(i) To submit for discussion in the General Assembly the qualities required for the conferring of Worthy and Honorary Members;

(j) To discuss all other matters which are not the exclusive domain of the General Assembly.

ARTICLE EIGHTEEN

The Obligations of the Leadership Council

(One) The members of the Leadership Council, in carrying out their functions, must answer individually and collectively for any harm caused to the organization due to negligence, error, or breach of duties or trust, or due to any act which goes against the existing Statutes, or against any decision of the General Assembly.

(Two) An accusation against the President does not absolve the members of the Leadership Council of all responsibility.

ARTICLE NINETEEN

The Finance Council

(One) The Finance Council is the organ which supervises and controls the activities of the Association.

(Two) The Finance Council is composed of a president, a secretary and another chosen member , and has a mandate of two years, renewable up to a maximum of two more years, whenever necessary in special circumstances.

(Three) The Finance Council normally meets every three months, and may hold extra-ordinary sessions whenever necessary.

ARTICLE TWENTY

The Responsibilities of the Finance Council

The Finance Council is responsible to:

(a) Look at the written accounts and the balance sheet presented by the Leadership Council;

(b) Ensure the fulfilling of the Statutes and programs of the Association;

(c) Supervise the correct use of funds and property of the Association in accord with established programs;

(d) Request the meeting of the General Assembly;

(e) Look at any matter which it is requested to examine;

(f) Supervise the organizing and administration;

(g) Supervise the observance of the criteria approved by the Leadership Council;

(h) Receive complaints concerning non-observance of the established criteria;

(i) Emit opinions concerning reports, balance sheets, accounts, and estimates;

(j) Supervise the management of the funds;

(k) Request an extra-ordinary meeting of the General Assembly;

(l) Be vigilant over the fulfillment of Statutes;

(m) The Finance Council normally meets once every three months, and may hold extra-ordinary meetings whenever necessary.

ARTICLE TWENTY-ONE

The Executive rolls

(One) The Director General and the body of technical directors all have executive rolls.

(Two) It is part of the responsibility of the Director General in the exercise of his functions.

(Three) Fulfill the Statutes, the decisions of the General Assembly, the regulations, and the current legislation.

(Four) To prepare and submit to the Leadership Council planning proposals and programs of activities which are under his responsibility.

(Five) To manage the funds of the Association.

(Six) Organize, coordinate and lead the executive structure of the Rubatano Association.

(Seven) Propose to the Leadership Council the nomination of Technical Directors forseen as needed in the executive structure.

(Eight) Represent the Rubatano Association in law, and outside of this, both actively and passively.

(Nine) Propose and follow the progress of lawsuits, to give testimony, to give up to, to ask for, and to accept court decisions.

(Ten) Present to the General Assembly a report of activities, the finance balance sheet, and the accounts details.

(Eleven) Fulfill other tasks within the scope of his functions, were requested of him by the Leadership Council.

(Twelve) The mandate of the Director General is defined by contract.

CHAPTER FIVE

On Financial Matters

ARTICLE TWENTY-TWO

Funds

These are seen as being Association funds:

(a) The Jewel * and Share *, subscriptions, and other receipts from the various activities of the Association;

(*see Note at the end of the Statutes)

(b) Donations or gifts from any public body or individual;

(c) Any property or goods obtained by a free gift for the Association€™s functioning;

CHAPTER SIX

Final Matters

ARTICLE TWENTY-THREE

Dissolution

The Rubatano Association shall only be dissolved under the terms and conditions set by the Commercial Code and other legislation currently applicable in the Republic of Mozambique.

Omissions

Any other matters omitted shall be ordered by the written Law of Associations, the Civil Code, and other legislation

currently applicable in the Republic of Mozambique.

This is correct.

The Conservatory of Registries and Notary of the city of Chimoio.

20th of April 2007.

The Assistant,

(with his signature, etc.)

*NB: (Joias ) means Jewel, which the members pay once a year it is 100 mts.

(Cotas) means Share, which the members pays once a Months it is 30 mts.