ARTICLES
OF UNIVERSAL MISSION FOUNDATION
The
Commonwealth of Massachusetts
(General
Laws)
ARTICLE I
The exact name of the corporation is: UNIVERSAL
MISSION FOUNDATION LLC. The abbreviation is UMF.
ARTICLE II
The purpose of the
corporation is not to make monetary profits but most importantly to engage in
the following activities:
Pursue a vision
engendering empowerment for persons living in USA HAVING come from another new
worldly context. Mission: Create a path for productivity, enterprise,
self-esteem, life-planning and accountability. OBJECTIVES/PILLARS: 1. Encourage
good conduct in consonance with USA laws for persons at an intermediate level
towards probationary recognition status in USA. Empower members through
understanding contexts for self development, integration, adjustment, self
determination, formation and enjoyment of associations, skills development and
freedom to express views. 2. Engage in business-related enterprises to promote
development 3. Make it possible for UNIVERSAL MISSION FOUNDATION LLC, to move
towards leadership and corporate knowledge management in the areas of; social
justice, development and global commerce.
We shall engage in
activities around:
v The
recurrent administration of UNIVERSAL MISSION FOUNDATION LLC.
v The
following areas are crucial as one adjusts to an American life. We want to
explore how members are: sustaining themselves; engaging in various forms of
productivity; how they are improving on themselves. The themes we envision to
follow are based on these ten contexts:
a)
Public Accommodations (Title II, 1964 Civil
Rights Act). As someone in USA and someone we hope
to benefit from our services. We hope to link to services in the area of access
to literacy, numeracy and computer technologies, schools, legal, mobility,
language, sports, restaurants, hotels, theatres and public places.
b) Public
Facilities (Title III, 1964 Civil Rights Act).
We are interested in ensuring access to conflict resolution mechanisms,
weatherization facilities, seminars, conferences, workshops, camps, courthouses,
jails, hospitals, parks and recreation centers.
c)
Federally-funded Programs (Title VI, 1964
Civil Rights Act) through this it will be of interest
to explore how those who seek our services are able to access welfare services,
adoption, police, insurance services, schools, homelessness/youth-services and
health-care.
d) Employment
( Title VII, 1964 Civil Rights Act; 1978 Civil Service Reform Act; 1991
Government Employee Rights Act; 1995 Congressional Accountability Act; 10
U.S.C. Ch. 37).The possibility to access civilian,
military, government, private sector and homeland/ immigration services will be
a crucial counselling and guidance support sessions. Proper documentation will
be key in enabling one enjoy living in USA peacefully and happily.
e)
Housing and livelihood in USA (Title VIII,
1968 Civil Rights Act also known as the ‘fair housing’ Act).
Access to decent living is crucial in USA and anywhere in the world. This lies
on one’s ability to access money for rent. There are those who are at an indeterminate
phase and rely on public assistance. UNIVERSAL MISSION FOUNDATION will provide
opportunities to access information linking them to welcoming homes, developing
creditable skills, access pecuniary/fiduciary opportunities, access to financial
services, opportunities for making purchases, good accountability procedures
and financial literacy.
f)
Education (Title IX, 1972 Education Amendments
Act).Access to any form of education at different
levels is a good preparation and improves ones skills in understanding one’s
real-time context, social issues, tolerance, aspirations and identifying
abuses, likely conflicts and problem-solving.
g)
Credit (1974 Equal Credit Opportunity Act). We shall explore means to accessing
opportunities, trainings, seminars, exhibitions, fares, funds and loans as a
boost to life and businesses for those who access our services.
h) Marriage
Equality Issues based on Gender, Sex, race and other identities (US Supreme
Court Decisions). Formalization of relations is
important and needs to be regularized in order for members to live happily in
USA and access various services. We hope to link our beneficiaries to
organizations supporting this land-mark milestone in life.
i)
Immigration, Responsible Conduct, Positive
Parenting, Disability and Family Leave (Uniting American Families Act
(proposed), the American with Disabilities Act and the Family and Medical Leave
Act). A well person is the goal of many societies as
well as for UNIVERSAL MISSION FOUNDATION. We shall work in synergy with
facilities empowering beneficiaries with legal stay in USA.
j)
Tolerance watch and a neighborly attitude
building, we shall engage our beneficiaries in
life-planning skills, conflict resolution and problem-solving skills. We shall
use this opportunity to hold dialogues on any form of attacks, abuses of/in any
form and working with the US Gov in ensuring co-existence and peace in the
world.
ARTICLE III
INTEGRATION BENEFICIARY, STAFF AND FOUNDER
Section (i)
Beneficiaries
The beneficiary we
envision is a person at an intermediate phase and waiting to be fully
documented, one who is labouring to get their way around neighborhoods,
shopping malls and down-town. Our services will be provided without
discrimination, without charging and all effort will be made to refer in case an
issue is beyond our competence.
Section (ii) Staff-Members
Our staff-members are
based in Massachusetts: They are: Operations’ Coordinator is the head of all
staff-members; 3 Social-workers and 2 Community attachment field workers. Together
they are responsible for good conduct, courteous regard of beneficiaries and
they manage the day to day business and property of the organization.
Section (iii) Founder
The Founder is the
Operations’ Manager and is not a paid staff-member (not salaried). All other
staff-members report to him.
Section (iv)
Vacancies.
The Founder will
announce open vacancies and allow persons based on their competence to occupy
them. In all activities our obligation is to the vision and satisfaction of the
society we serve.
ARTICLE IV Conduct of
business and affairs of the corporation
Section (i) Annual
meetings
These meetings are
crucial and will be held at venues chosen at the discretion of Founder. If it
is not a legal holiday in USA or anywhere in New England, such a date and day
will be communicated. Most preferably a day in December is more conducive for
such a meeting. It provides time to reflect and resolve on progress.
Section (ii) MEETINGS
Notice of all regular
meetings (held at a quarterly basis), shall be given 10 (Ten) days before
such a meeting to the usual business or residence address of the director, but
such notice may be waived by any director. Special meetings may be called at
any time by Operations’ Coordinator to be held anywhere in Massachusetts.
Notices will have venue, agenda and will be delivered 24 (twenty-four) hours
prior to meeting. In such a meeting it is anticipated the agenda will be the
business that comes before the meeting. Any other matters arising will be
provided a specific schedule. The meeting will have taken place if they are
heard or physically attended at that specific time and the transcript/s will
show input of every one. This may not require waiver or notice.
Section (iii) WAIVER
OF NOTICE
The transactions of a
meeting however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after a regular call and notice.
Section (iv)
ADJOURNMENT
An unforeseen
incidence and emergency MAY lead to an adjournment of any meeting to meet again
at a stated time, place and hour.
Section (v) ACTION
WITHOUT MEETING
Any action required
or permitted to be taken by the Founder under any provision of law or these
By-laws may be taken without a meeting and shall individually consent in
writing to such action. Such action shall have the same force and effect as a unanimous
vote of the staff-members at a meeting regularly called and held.
Section (vi)
Operations’ Coordinator
At all meetings the
Operations’ Coordinator shall preside.
Section (vii) QUORUM
In any meeting atleast
forty percent (40%) of participants will constitute a quorum for the
transaction of business. This is similar to the outcomes where such a meeting
had a full quorum. If at any meeting there is less than a quorum present, a
majority of those present may adjourn the meeting from time to time without
further notice.
Section (viii)
COMPENSATION
This corporation pay
salaries to staff-members only for any transaction. All reasonable actual
expenses that go towards ensuring its recurrent work is duly acknowledged. It
will be compensated and reimbursed as well.
Section (ix) POWERS
All corporate powers,
except such as are otherwise provided for in these Bylaws or the laws of The
Common Wealth of Massachusetts, shall be and are hereby vested in and shall be
exercised by the Founder. The Founder may delegate to committees of their own
or to officers or others such powers as may see fit.
Section (x)
COMMITTEES
The Founder may
appoint committee/s. The committee or committees will be appointed as deemed
fit. They will be delegated with powers and authority appropriate to the
purpose of the committee. The members of the committees may not necessarily be
staff-members or may come from within the existing staff-members. They report
to the Founder. The delegation of powers or authority does not relieve the
staff-members any responsibility imposed by law.
ARTICLE V THE FOUNDER, OFFICERS AND RUNNING OF OFFICES
Section (i) FOUNDING
MANAGER
In March 2013, the Founders
in Massachusetts, USA, chose as their corporation name: UNIVERSAL MISSION
FOUNDATION LLC. They adopted the concept as a working paper, designed a five
year strategic plan (2013-2018) and established a blog. The Founder will ensure
all 3 expressed pillars on which the corporation stands are implemented fully.
The Founding Manager:
Tom Rogers Muyunga-Mukasa of 65 Tory Fort Lane, Worcester, MA 01602.
Section (ii) OFFICERS
These include
Staff-members, Volunteers, well-wishers and all those who access our services.
Section (iii)
RECRUITMENT, TERM OF OFFICE AND QUALIFICATIONS
Every THREE years
there shall be renewal of contracts for
Operations Coordinator. Every TWO years there shall be renewal of contracts for
all other staff-members and volunteers. UNIVERSAL MISSION FOUNDATION LLC is an
equal opportunities employer.
Section (iv) VACANCIES
In case any office of
the corporation becomes vacant, the Operations’ Coordinator then in office may
elect an officer to fill such a vacancy, and the officer so elected shall hold
the office and serve until the election and qualification of a successor. The
Operations’ Coordinator will inform the Founder in writing of such proceeding.
Section (v)
Operations’ Coordinator (Executive Director)
Shall preside at all
meetings of the Board of Directors and shall have and exercise general charge.
The Operations’ Coordinator is in charge of recurrent-related duties such as;
custody of all funds, property and securities of the corporation, subject to
such regulations as laid out in this By-law and in the interest of operation in
the Common Wealth of Massachusetts; shall have charge of all books, documents
and papers as the Founder may determine and shall have the custody of the
corporate seal; shall attend and keep the minutes of all the meetings or choose
a person to take minutes. He or she may sign, with the Founder, in the name and
on behalf of the corporation, any contracts or agreements. He or she may then
affix the seal of the corporation; He/She is the corporate secretary and
performs all duties as may be assigned. One or more assistant secretaries may be
appointed. The Operations Coordinator and Founder may design an operation or
task order that covers a full year and this constitutes the planned action
menu. The Operations’ Coordinator collects checks, notes and other resources
necessary for running the corporation. Deposits credit of the corporation as
such a bank/s or depository so chosen. He/She shall with Founder sign all checks
and promissory notes issued by the corporation. He/she shall make such payments
appropriate for running the corporation. He/She shall enter regularly on the
books of the Corporation to be kept by him/her for that purpose full and
accurate account of all moneys and obligations received and paid and incurred
for or an account of the Corporation and shall exhibit such books at all reasonable
times to the Founder. He/she shall, in general, perform all duties.
Section (vii) Founder
The originator and
custodian of all assets, oversees transactions and maintains flow; follow up of
all obligations and duties. He regulates
and maintains order in form of notes, requests and needs; weighs these against
existing resources. He/she takes the pulse and day to day running of the
corporation. The executive team reports to this person.
Section (viii)
Social/Field Workers, Counsellors and Volunteers
Responsible for
conducting themselves in good manner, manage the reception and handling clients
transactions and maintains flow; follow up of all obligations and duties as a
way of conducting business. .
Section (ix) SALARIES
All other persons
EXCEPT Founder may get salaries fixed by the current scale and availability of
funding. This shall be a reasonable amount that does not offset capitalization
and planned recurrent duties.
Section (x) EQUAL
OPPORTUNITIES, REMOVAL, OUT OF OFFICE, RESIGNATION
a)
Any officer may request from
Operations Coordinator for leave from office or may call in sick or request to
be provided time to conduct a social business a day or hour before, or at an
appropriate time.
b) The
Corporation will not remove or deny any person from applying and working with
us.
c)
Malfeasance, misfeasance and
nonfeasance, conduct detrimental to the interests of the corporation, or
refusal to render reasonable assistance in carrying out its purpose is cause
for removal. A notice to that effect will be provided and a day provided for
mediation in such matters.
d) The
Founding Director/s shall be removed as a result of abuse of office or in case
of demise.
e)
Any one may resign at any time by
giving notice.
f)
An annual reward and recognition
ceremony will be held in recognition of all the work done.
g)
In case of death of any person or
Founder, the corporation will do its utmost to offer the due diligence
necessary for the remains to be put to rest. The corporation should not cease
doing work in case the Founder passes on.
Section (xi)
CONTRACTS
The Founder
authorizes (in writing after a meeting to discuss same) any officer or agent to
enter into any contract and deliver any instrument in the name of and on behalf
of the Corporation, and unless so authorized by the Founder (in writing), no
officer, agent or employee shall have any powers or authority to bind the
Corporation by any contract or engagement or to pledge its credit or render it
liable pecuniary for any purpose or to any amount.
Section (xii) FISCAL
YEAR
The Fiscal year of
the Corporation shall commence on January 1st of each year and end
December 31st.
Section (xiii) ANNUAL
REPORT
The Founder shall send to all concerned an
annual report, as described by the Common Wealth of Massachusetts General Laws.
Section (xix) VALUE
FOR MONEY
The staff-members and
Volunteers connected with the Corporation or any other private individual shall
receive salaries during their tenure with the Corporation; and no such person
or persons shall be entitled to share in the distribution of any of the corporate
assets upon the dissolution of the Corporation. Upon such dissolution, whether
voluntarily or involuntarily, the assets of the Corporation, after all debts
have been satisfied, then remaining in the hands of the Founder shall be
distributed, transferred, conveyed delivered and paid over, in such amounts as
the Board of Directors may determine or as may be determined by a court or
competent jurisdiction upon application of the Board of Directors, exclusively
to charitable, religious, scientific, literary, cultural, or educational
organizations which have a similar or related purpose as the Corporation and
which then qualify under the provisions of Section 501 (c) (3) of the Internal
Revenue Code and its Regulations as they now exist or as they may hereafter be
amended.
Section (xx)
Investments
The Corporation shall
have the right to retain all or any part of any securities acquired by it in
whatever manner and to invest and re-invest any funds held by it; provided,
however that no action shall be taken by or on behalf of the Corporation (i)
and is found inconsistent with the Common Wealth of Massachusetts General Laws
on Corporations
Section (xxi)
Amendments
The Founder shall
have the power to make, alter, amend and repeal the Bylaws of the corporation.
Section (xxii)
Indemnity
Under indemnity,
proceedings, expenses and agents are to be considered pivotal to the running of
the Corporation. An agent is: Founder,
officer, employee or other such person or organization performing a duty
tangential to the daily running of the Corporation. A proceeding in this case
is any planned execution, interpretation, evidence-based, threatened, pending
or completed action or proceeding, whether civil, criminal, administrative or
investigative; and expense includes without limitations fees, settlements,
judgements, fines, rates, taxes and any expenses of establishing a right of
indemnification.
Section (xxiii)
Actions
The Corporation shall
indemnify any agent who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that such person is or was an agent of
the Corporation, against expenses, judgements, fines, settlements in connection
to work with UNIVERSAL MISSION FOUNDATION LLC.
ARTICLE VI
certification
Effective date of Organization
of UNIVERSL MISSION FOUNDATION LLC is approved by the Secretary of the
Commonwealth on: April 11th 2013, 06.06 pm.
ARTICLE VII
a)
The Principal Office of the
Corporation in Massachusetts is:
65 Tory Fort Lane,
Worcester MA, 01602.
b) The
name, residential address and post office address of the Founder and manager of the Corporation is as
follows:
|
Title
|
Name
|
Residential
Address
|
Post-Office
Address
|
|
Founder
|
Tom Rogers
Muyunga-Mukasa
|
65 Tory Fort
Lane, MA O1602
|
65 Tory Fort
Lane, MA O1602
|
