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PCEA FACILITIES
THE PRESBYTERIAN FOUNDATION
 

MEMORANDUM OF ASSOCIATION
OF
THE PRESBYTERIAN FOUNDATION
_________________
CEO:MR. SAMUEL WAWERU  
   
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1.     The name of the company (hereinafter called “The Foundation”) is THE PRESBYTERIAN FOUNDATION.
2.     The registered office of the Foundation will be situated in the Republic of Kenya.
3.     The objects for which the Foundation is established are, through its proper activities, to assist in the spreading of the Gospel and the extension of Christ’s kingdom and in furtherance of such objects to make a contribution, inspired by the Spirit of Jesus Christ, to the religious, social, economic and cultural life of the people among whom it is established and whom it serves and for these purposes:
a)     To act as and permit its name to be used as Trustee, whether alone or jointly with any person or persons, for such bodies or persons, whether corporate or un incorporate, as have aims or objects similar to those set forth in the next paragraph hereof and accordingly to hold, acquire, purchase, take on lease or in exchange, any lands, buildings, investments or other property of any description, whether immovable or movable, real or personal, in any part of the world belonging to any of the said bodies;
b)     To take any gift of property, whether subject to any special trust or not, for anyone or more objects of the Foundation.
c)     To acquire and hold shares, stocks, debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in the Republics of Kenya, Uganda, Tanzania or any other country in which, according to the laws of the Republic of Kenya, it may be lawful to do so, and also debentures, debenture stock, bonds, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body, or authority, supreme, municipal, local or otherwise, whether at home or abroad.
d)     To acquire any such shares, stocks, debentures, debenture stocks, bonds, obligations or securities by original subscription, tender, purchase, exchange or otherwise, and subscribe to the same either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof;
e)     To develop the resources and turn to account the lands, buildings, and rights for the time being of the Foundation and, in particular, by laying out and preparing land for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings, and by letting on building lease or building agreements, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.
f)      To take such steps by way of personal or written appeals, public meetings or written appeals, public meetings, or otherwise as may from time to time be thought fit for the purpose of obtaining contributions to the funds of the Foundation by way of donations, annual subscriptions and otherwise; and to promote, assist in the promotion of, or otherwise participate in, fetes, bazaars, concerts and other forms of entertainment, and such other things as have for their objects, the raising of money for the purposes of the Foundation.,
g)     To apply to any governments or authorities, public bodies, corporations, companies or persons for, and to accept, grants of money and of land, donations, gifts, subscriptions and other assistance with a view to promoting the objects of the Foundation.
h)     To borrow or raise or secure the payment of money, in such manner as the Foundation shall think fit, and whether or not on the security of any mortgage or charge of any of the immovable or movable property of the Foundation as shall be thought expedient, and to purchase, redeem or pay off any securities on the property of the Foundation;
i)      To provide for its staff conditions and terms of service worthy of a Christian enterprise;
j)      To subscribe to any charities and to grant donations to any charitable, educational or religious purpose and to provide a pension or superannuation fund or funds for the servants of the Foundation, or otherwise to assist such servants, their widows and children;
k)     To establish and support or aid in the establishment and support of any trust association or body formed for any or all the objects of the Foundation or calculated to further its objects.
i)      To enter into any arrangement with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Foundation’s objects or any of them, and to obtain from any such government authority any rights, privileges and concessions which the Foundation may think desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
m)    To undertake and execute any trust or agency business which may lawfully be undertaken by the Foundation and may seem to be directly or indirectly conducive to its objects.
n)     To carry on any work which may seem to the Foundation to be conducive to the attainment of its objects?
o)     To grant pensions or gratuities to any employees or ex-employees of the Foundation or its predecessors, or of any body in which the Foundation is in any way interested, or the relations, connections or dependants of such persons, and to establish or support associations, institutions, clubs, funds and trusts which may be considered likely to benefit any such persons or otherwise to advance the interests of the Foundation or its members, and to make payment towards insurances or to institute or contribute to pension schemes for the benefit of any of such persons as aforesaid;
p)     To subscribe or guarantee money for any charitable object or for any  purpose which may be considered likely, directly or indirectly, to further the objects of the Foundation.
q)     Where the same is desirable in pursuance of the objects of the Foundation to lend money to such persons (whether members of the Foundation or not) or bodies as may seem expedient and to guarantee the performance of the contracts or obligations of any such persons or bodies
r)      To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments;
s)     To obtain any provisional Order, or Act of Parliament for enabling the Foundation to carry any of its objects into effect, or for effecting any modification of the Foundation’s Constitution or for any other purpose which may seem expedient, and to oppose any proceeding or applications which may seem calculated directly or indirectly to prejudice the Foundation’s interests;
t)      To procure the Foundation to be registered, incorporated or otherwise constituted if necessary or advisable according to the law of any other country;
u)     To sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account, or otherwise deal with all or any part of the property and rights of the Foundation;
v)     To invest the moneys of the Foundation not immediately required for its purposes in or upon such investments, securities or property as may from time to time be determined;
w)    To print and publish any newspapers, periodicals, books or leaflets that the Foundation may think desirable for the promotion of its objects:
x)     To establish, organise and run such hospitals, schools and other educational and training establishments which may seem to the Foundation to be appropriate;
y)     Subject to the restrictions and limitations aforesaid to do all such other things as are properly incidental or conducive to the attainment of the above
z)         Save as is restricted by the first paragraph of this Clause, the objects set forth in any subclause of this clause shall not, except when the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other subclause or by the name of the Foundation. None of such subclauses, or the objects therein specified, are auxiliary merely to the other objects mentioned in this clause, but the Foundation shall have full power to exercise all or any of the powers conferred by any part of any clause in any part of the world and not withstanding that the business, undertaking, property or acts proposed to be transacted, acquired, dealt with or performed do not fall within the objects of the first subclause of this clause.

 ARTICLES OF ASSOCIATION
OF
THE PRESBYTERIAN FOUNDATION

Exclusion of Table ‘C’
1.     The regulations contained in Table “C” in the First Schedule to the Companies Act (Chapter 486 of the Laws of Kenya) shall not apply to the Association.
2.     In these Articles, unless there be in the context anything inconsistent therewith:
        “The Act” shall mean the Companies Act (Chapter 486 of the Laws of Kenya) and every other statute incorporated therewith, or any statute or statutes substituted therefor, and in case of any such substitution, the references in these presents to, the provisions of the Act, shall be read as references to the provisions substituted therefor in the new statute or statutes.
        “The Board” shall mean the Board of Directors of the Foundation provided
        for by Articles 32 and 33 hereof.
        “The Business Committee” shall mean the Standing Committee of that name established by the General Assembly.
        “The Church Property Development Committee” shall mean the Standing Committee of that name established by the General Assembly.
        ‘‘The Foundation” shall mean the Presbyterian Foundation.
        “The General Assembly” shall mean the General Assembly of the Presbyterian Church of East Africa.
        “The General Administration Committee” shall mean the committee of that name elected by the General Assembly.

“The Hospitals Board” (renamed “the Health Services Board”) shall mean the Standing Committee of that name established by the General Assembly. “Month” shall mean calendar month.
        “The Office” shall mean the registered office of the Foundation. “The PCEA” shall mean the Presbyterian Church of East Africa.
        “The Secretary” shall mean any person appointed to perform the duties of the Secretary of the Foundation.
        Words and expressions defined in the Act shall have the meanings thereby assigned to them. Words indicating the singular number shall include the plural and vice versa. Words indicating the masculine gender shall include the feminine. Words indicating persons shall include bodies corporate.
Purposes, Constitution and Income
3.     The Foundation is established for the purposes expressed in the Memorandum of Association.
        The income of the Foundation shall be applied in accordance with Paragraph 4 of the Memorandum of Association, wholly and exclusively for charitable purposes.
        The income of the Foundation shall be applied wholly and exclusively for charitable purposes of the Church in the Republics of Kenya, Uganda and Tanzania.
Membership
4.     The number of members is declared to be thirty-five, but the Board may register an increase of members. The number of members has been increased to sixty (60).
5.     1. The following persons shall, with their consent, be ex officio members of the Foundation:
a)   The Moderator of the General Assembly;
b)   The Moderators of each of the Presbyteries of the PCEA;
c)   The Secretary General of the PCEA;
d)   The Honorary Treasurer of the PCEA;
e)   The Administrator of the Foundation;
f)    The Finance Officer of the PCEA;
g)   The Deputy Principal Clerk of the General Assembly as the Secretary of the Hospitals Board;
h)   The elected members of the Board.
2.   The following persons shall, with their consent, be elected members of the Foundation: One layman elected by each of the Presbyteries of the PCEA.
3.         The Foundation may, in addition to the members referred to in paragraph (2) of this Article, elect as member any person, corporation or body who or which shall signify in writing his or its consent to become a member, provided that in no case shall the number of members exceed the number authorised by these presents. If any person should at anyone time hold two or more of the offices listed in paragraph (1) above, or if for any other reason any person is a member of the Foundation in two or more capacities, he shall continue nevertheless to have only the voting powers and rights of a single member of the Foundation