THE CONSTITUTION OF DIGITAL OPPORTUNITIES UGANDA (A community based organization) PREAMBLE: This organization is formed for the purpose

of teaching basic computer skills through video tutorials especially designed for the needs of people residing in disadvantaged communities in Uganda. 1.0 NAME DIGITAL OPPORTUNITIES UGANDA 2.0 REGISTERED OFFICE The registered office shall be situated in Makindye division Kampala District or such other address as the Governing Council may determine from time to time. 3.0 OBJECTS 3.1 To undertake and contribute to the development of disadvantaged groups through their incorporation into the opportunities offered by the digital world, develop training activities and to engage in activities that promote access to employment opportunities, self- employment, professional and personal development generated by the digital economy. 3.2 To contribute to the sale of services to be provided by the beneficiaries of the activity of the Organization. 3.3 To promote through volunteer programs, the exchange of knowledge through active participation of volunteers in the project developed by the Organization. 3.4 To promote and develop relationships with other national schools, organizations or Organizations with similar objectives, and any other lawful activity designed to benefit people in the collective of beneficiaries.

3.5 To offer consultation and advisory services to local NGOs, CBOs or other organizations or groups in connection with the possibilities offered by the digital world and the training activities related to them. 3.6 To enter into any arrangements with any governments or authorities, municipal, local or otherwise, that may seem conducive to the Organizations objects or any of them, and to obtain from any such government or authority any contracts, rights, privileges or concessions which the Organization may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, contracts, rights, privileges and concessions. 3.7 To raise money in such manner as the Organization shall think fit and desirable, especially through training fees, advisory fees, public subsidies and donations. 3.8 To enter into partnership or into any arrangements, union of interest, co -operation, joint venture, reciprocal concessions or otherwise, with any person or organization carrying on, or engaged in, or about to carry on or engage in, any business or transaction which the Organization is authorized to carry on or engage in, or any business or transaction capable of being conducted so as, directly or indirectly, to benefit the Organization. 3.9 To amalgamate with any other organization having objects altogether or in part similar to those of the Organization. 3.10 Generally to purchase, take on lease or in exchange, hire or otherwise acquire any property, movable or immovable, or any interest therein and any rights or privileges which the Organization may think necessary or convenient for the purposes of its activities. The objects set forth in any sub-clause of this clause shall not be restrictively construed, but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited to or restricted by reference to or inference from any other object or objects set forth in such sub-clause or from the terms of any other sub-clause. None of such sub-clause or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other sub -clause, but the Organization shall have full power to exercise all or any of the powers and to achieve or to endeavor to achieve all or any of the objects conferred and provided in any one or more of the said sub-clauses. 4.0 MEMBERSHIP 4.1 The initial membership of the organization is: Wampanba David Abraham Techa

Mutebi Ivan

4.2 Membership of the Organization shall be open to the following, irrespective of political party, nationality, religion or political opinion: People aged eighteen years or over living within the area of benefit who subscribe to the objects of the Organization and whose applications for membership are accepted by the Committee; such members shall be called Individual Members and shall be entitled to vote at meetings of the Organization; 4.2.2 Organizations within the area of benefit, whether voluntary or statutory, may upon application to and with the approval of the Committee be admitted as Affiliated Members and such approval shall not be unreasonably withheld; 4.3 Affiliated members shall each be entitled to be represented at meetings of the Organization by a duly authorized representative with power to vote on behalf of the Affiliated Member. 4.4 The Committee shall fix the rate of annual subscription appropriate to each category of membership, shall issue membership cards and shall have the right for good and sufficient reason to terminate the membership of any member provided that the member concerned shall have the right to be heard by the organization before a decision is made. 5.0 MANAGEMENT COMMITTEE 5.1 Except as provided otherwise in this Constitution the policy and general management of the affairs of the Organization shall be directed by the Committee which shall meet not less than _____ times a year and shall consist of not less than ________ members of the Organization, elected at an Annual General Meeting. 5.2 Nominations from full members of the Organization for members of the Committee must be in writing and must be in the hands of the Honorary Secretary of the Organization at least 7 days before the Annual General Meeting hereinafter mentioned.

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5.3 Should the number of nominations exceed the number of vacancies, election shall be by secret ballot of the members of the Organization present and voting at an Annual General Meeting. 5.4 Should the number of nominations be less than the number of vacancies, further oral nominations may with the approval of the Annual General Meeting be invited from members present and voting at the said Annual General Meeting. 5.5 The Committee elected at an Annual General Meeting shall have the power to co-opt further members, who shall be individual Members, [Associate Members] or representatives of Affiliated Members and who shall serve until the conclusion of the next following Annual General Meeting PROVIDED THAT the number of co-opted members shall not exceed one third of the total membership of the Committee. Coopted members shall have the right to vote. 5.6 The Chairperson, Vice Chairperson, Honorary Secretary and Honorary Treasurer, who shall be the Honorary Officers of the Organization, shall be full Individual Members, [Associate Members] [or representatives of Affiliated Members] of the Organization and shall be elected annually by and from the members of the Committee at their first meeting following the Annual General meeting. The office of Chairperson shall not be held by any one person for more than 3 consecutive years. 5.7 Any member of the Committee who fails to attend _______ consecutive Committee meetings without reasonable excuse shall lose her/his place on the Committee which may be filled by co-option in accordance with Clause 4.5 above. 5.8 The Trustees (if appointed) shall be notified of and shall be entitled to attend all meetings of the Committee but shall not have the power to vote. 6.0 OFFICIALS 6.1 Unless and until from time to time determined by an ordinary resolution of the Organization, the number of the Officials shall be five: Chairperson, Secretary, Treasurer, Vice-Chairperson and Vice-Secretary. 6.2 The Officials shall be paid out of the funds of the Organization by way of remuneration for their services such sums as the Organization may from time to time by ordinary resolution determine and such remuneration shall be divided among them in such proportion and manner as the Officials may determine.

6.3 Any Official who by request performs special services for any purposes of the Organization may be paid such extra remuneration by way of salary or otherwise as the Board may determine. 7.0 POWERS AND DUTIES OF OFFICIALS 7.1 The activities of the Organization shall be managed by the Officials who may exercise all the powers of the Organization. The powers given by this Article are not limited by any special power given to the Officials. 7.2 The Officials may exercise all the powers of the Organization to raise money. 7.3 The Organization may exercise the powers conferred by the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Officials. 7.4 An Official may hold any other office or place or profit under the Organization (other than the office of Auditor) in conjunction with his office of Official for such period and on such terms (as remuneration and otherwise) as the Officials may determine and no Official shall be disqualified by his office from contracting with the Organization either as vendor, purchaser, or otherwise, or from being interested whether directly or indirectly in any contract or arrangement proposed to be entered into or in fact entered into by or on behalf of the Organization; nor shall any such contract or arrangement in which any Official shall be so interested be avoided, nor shall any Official so contracting, or being interested, be liable to account to the Organization for any profit realized by him from such contract or arrangement in which he shall be so interested by reason of such Official holding that office or the fiduciary relation thereby established. 7.5 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid by or to the Organization, and any banking transaction, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, jointly by the President and the Treasurer. 7.6 The Officials shall cause minutes to be made in books provided for the purpose:(a) of all appointment of officers made by the Officials, (b) of all resolutions and proceedings at all meetings of the Organization, and of the Officials, and of committees of Officials, (c) of the names of the Officials present at each meeting of the Officials and of any committee of the Officials. GENERAL MEETINGS

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8.1 The Organization shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the matter as such in the notice calling it. 8.2 All general meetings other than annual general meetings shall be called extraordinary general meetings. 8.3 The Officials may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition. If at any time there are not within Kenya sufficient Officials capable of acting to form a quorum, any Official or any two Members of the Organization may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Officials. 8.4 An annual general meeting and a meeting called for the passing of a special resolution shall be called by a Twenty-One days notice in writing at the least, and a meeting of the Organization other than an annual general meeting or a meeting for the passing of a special resolution shall also be called by Twenty-One days notice exclusive of the day of which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Organization in general meeting, to such persons as are, under the regulations of the Organization, entitled to receive such notices from the Organization. Provided that a meeting 9.0 RULES OF PROCEDURES AT ALL MEETINGS 9.1 Voting: All questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. [In case of an equality of votes the Chairperson shall have a second or casting vote]. 9.2 Minutes: Minute books shall be kept by the Committee and all sub committees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions. 9.3 Quorum: The quorum at General Meetings of the Organization shall be five (5) and at meetings of the Committee shall be three (3) or such other numbers as the Committee may from time to time determine. 9.4 Standing Orders: The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Organization. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS THAT they shall be subject to review by the Organization in General Meeting and shall not be inconsistent with this Constitution. 10.0 FINANCES

10.1 All monies raised by or on behalf of the Organization shall be applied to further the objects of the Organization and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment of legitimate out-of-pocket expenses to members of the Organization engaged upon the approved business of the Organization. 10.2 The Honorary Treasurer shall keep proper accounts of the finances of the Organization. 10.3 The financial year of the Organization shall run from 1 April to 31 March. 10.4 The accounts shall be audited at least once a year by an auditor or auditors who shall be appointed at the Annual General Meeting. 10.5 An audited statement of accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting. 10.6 A bank account shall be opened in the name of the Organization with Bank of Africa Ltd. or with such other bank as the Committee shall from time to time decide. The Committee shall authorize in writing the Honorary Treasurer and 2 members of the Committee to sign cheques on behalf of the Organization. All cheques must be signed by not less than 2 of the 3 authorized signatories. 11.0 ALTERATIONS TO THE CONSTITUTION 11.1 Any alterations to this Constitution shall receive the assent of not less than two thirds of the members of the Organization present and voting at the Annual General Meeting or a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Honorary Secretary in writing not less than 21 clear days before the meeting at which the alteration is to be brought forward. 11.2 At least 14 clear days notice in writing of the meeting setting forth the terms of the alteration to be proposed shall be sent by the Honorary Secretary to each member of the Organization PROVIDED FURTHER THAT no alteration shall be made which would cause the Organization to cease to be a charity at law. 12.0 DISSOLUTION OF THE ORGANIZATION

The organization shall dissolve if it becomes financially insolvent, and the Governing Council determines that there is no reasonable prospect for becoming solvent, or on the vote of a majority of the members present at a duly called meeting of the General Assembly. If a decision to dissolve is made, the organization shall cease all business transactions and persons designated by the Governing Council shall liquidate such assets as may be necessary to pay the obligations of the organization. Any assets left after all liabilities have been paid shall be donated to a charitable organization with a purpose similar to that of this organization. This constitution was drawn, enacted and adopted by the initial members of the organization this _______ day of ____________________, 2013. _____________________________________. , Chairperson _____________________________________. , Secretary _____________________________________. , Treasurer