THE TUMAINI UNIVERSITY STEFANO MOSHI MEMORIAL UNIVERSITY COLLEGE

1. The number of Trustees shall be the minimum of five (5) and the maximum of ten (10) and or their successors in title. Membership of the Board of Trustee

2. The Membership of the Board of Trustees shall be constituted as follows: fifty percent (50%) Clergy Members, fifty percent (50%) Lay Members, with at least two (2) of the total members being Women. 64 Tumaini University, Stefano Moshi Memorial University College GN. NO. 408A (Contd.) Trustee diligence

3. The Trustee shall use their best individual, collective and corporate endeavours, knowledge, experience and skills, as well as diligence and prudence in the discharge of their trust obligations under the Charter. Ceasing to be a Trustee by removal

4. A Trustee shall cease to be a Trustee upon the happening of any of the following events in relation to such a Trustee: (a) breach of trust; or (b) bankruptcy; insolvency; or (c) commission or being found guilty of an offence involving moral wickedness; or (d) physical incapability or insanity; or (e) death of the Trustee; or (f) resignation. Retirement

5. A Trustee shall be deemed to have retired from the trusts of this Deed when the Trustee resigns from office as Trustee of this Deed and or is succeeded in title by heir or successor in which event such heir or successor in the title shall automatically become a Trustee of this Deed in that behalf. Casual

6. Notwithstanding any provisions to the contrary Under this Charter, the Trustees may continue to Act as such despite any casual or temporary vacancy in their number. Article 4 Mission Statement Mission

4. The mission of the University is to engage its faculties and Students in studies of Higher Learning committed to the per suit of truth through scientific research and inquiries. It’s main objectives is to promote higher education in its broadest sense delving into fact finding under the guidance of and in obedience to the word of God. Article 5 Objects and Functions General objects

5.-(1) The general objects of the irrevocable trusts under this Charter are- (a) (b) (c) the establishment of Tumaini University for the advancement of higher education; to establish or assist the establishment of Constituent Colleges under the Tumaini University; the improvement and enhancement of the quality of educational, intellectual, health and social services and facilities, in the United Republic of Tanzania. (2) The particular objects are as rendered in the relevant provisions of the Rules in the Schedule hereto. (3) The functions of the irrevocable trust shall be to administer the activities of the University and Constituent thereof provided for in relevant provisions of the Rules in the schedule hereto. Particular objects in the Rules General be to functions 65 Tumaini University, Stefano Moshi Memorial University College GN. NO. 408A (Contd.) Article 6 Meeting of (The Board of) Trustees Trustees meetings Proviso

6.-(1) The Trustees shall meet for the exercise of their powers and carrying out of their obligations under this Charter, adjourn and otherwise regulate their meetings as they deem appropriate. Provided that, the Trustees shall, for the exercise of their powers and carrying out of their obligations under this Deed, meet at least once in a calendar year. Chairperson and secretary Conduct of business meetings quorum (2) The Chairperson and the Secretary of all meetings of the Trustees shall be as prescribed under the Rules. (3) The quorum necessary for the transaction of business by the Trustees shall be one third of the members of the Board of Trustees, Provided that- (a) one Trustee, if such Trustee is the Chairperson of the Board of Trustees or has been delegated by the other Trustees or the Chairperson of the Board of Trustees to exercise the powers or any power or powers of or to carry out any function or functions of the Board of Trustees in that behalf, may make a decision or decisions on behalf of the other Trustees or of the Board of Trustees; and that; (b) such a decision or decisions shall be subject to endorsement by the other Trustees in accordance with the provisions of Article 5(8) or, as the case may be, by the Board of Trustees. In absence of chairperson (4) If any duly called meeting of the Board of Trustees, the Chairperson is absent for any reason or cause and he has not delegated any of the other Trustees to act on his behalf, the Trustees present at the meeting shall appoint one of their number to be Chairperson, unless there be present the Trustee designated by the Trustees in advance as Vice Chairperson or similar designation to Act for the Chairperson in the latter’s absence. In such latter event, the Trustee so designated shall act as chairperson for the particular meeting. Decisions by majority vote of Trustees present (5) All business brought before the meeting of the Board of Trustees shall be decided by a simple majority vote of the Trustees present and voting on the business and, in the event of any equality of votes, the chairperson of the meeting shall have a second or casting vote. Extra ordinary meetings (6) The chairperson may, and on being requested in writing by any of the other Trustees shall, at any time convene an extraordinary, special or emergency meeting of the Board of Trustees, as the case may be, upon giving reasonable written notice to the Trustees. A Trustee not for the time being in Tanzania shall not be entitled to such notice of such a meeting. Written resolutions (7) A resolution in writing signed by a majority of the Trustees shall be as valid and effectual as a resolution properly passed by a duly convened meeting of the Board of Trustees. 66 Tumaini University, Stefano Moshi Memorial University College GN. NO. 408A (Contd.) Minutes of meeting of meeting of Trustees (8) The Secretary shall keep minutes of all the meetings of the Board of Trustees and the exercise by the Trustees of all the powers and is creations vested in them and the passing of resolutions shall be recorded in such minutes. A document signed by the chairperson or any other Trustee (delegated by the other Trustees or by the Chairperson) in that behalf and certified by the Secretary to be a true copy of a resolution of the Trustees or of the minutes of any meeting of the (Board of) Trustees shall be sufficient evidence thereof. Article 7 General Powers and Duties of the Trustees The general powers and Trustees Insurance Gifts and Grants

7.-(1) The Trustees may exercise all the powers, rights and privileges or discretions provided for under this Charter in any such manner, way or ways as they deem fit or as may appear to them to be necessary or proper for the Trustees to be able to carry out each and every transaction, Act, deed or thing arising under or in connection with the Charter. (2) The Trustees may effect such insurance or insurances as they consider prudent in respect of Trust assets, or their obligations or liabilities under the Charter. (3) The Trustees may accept grants, gifts, endowments, donations, etc. on behalf of and for the benefit of the University and apply them as they deem appropriate on the advice of the Council. General power of investment Specific powers of investment Stocks and shares, etc. Units in unit trusts Fully- secured loans Bank Accounts Contracts and policies of insurance Article 8 Powers of Investment of Assets

8.-(1) The Trustees may retain or maintain in any bank account (whether current or deposit or any other type) such moneys as they think fit and may invest the Trust Assets and transpose and vary any such investments in any form of investment (authorised by law, for the time being in force, for the investment of trust moneys or funds) which the Trustees could make if they were absolutely and beneficially entitled to the Trust assets. (2) Without prejudice to the generality of Article 7(1), the Trustees may invest all or any part of the Trust Assets- (a) (b) in stocks, shares, debentures, debenture stocks, bearer securities or other investment asset or assets; in units in unit trusts or mutual funds; (d) (c) By making fully secured loans to such person or persons, bodies corporate and upon such terms and or conditions as the Trustees deem appropriate; in deposit or current accounts with any bank, deposit-taking company, insurance company, finance company or other financial institution at such rate of interest (if any) and upon such terms and or conditions as the Trustees think fit; in contracts or policies effected with any insurance company or insurance companies, or a trustee company pension fund or pension funds upon terms that all sums payable under the contracts or policies shall be held upon trust for any superannuation, retirement, cessation of employment, provident fund or similar scheme or schemes of the University; and (e) 67 Tumaini University, Stefano Moshi Memorial University College GN. NO. 408A (Contd.) (f) by participating in any scheme of deposit administration operated by a insurance company or a trustee company, a pension fund or pension funds, or provident fund or provident funds. Article 9 (Appointment of Agents and Staff and Delegation of Powers, Duties etc. by Trustees) General

8.-(1) The Trustees may, from time to time, delegate any of their Appointment of agents staff Proviso Remuneration of agents and staff Trustees powers, duties and discretions to any one or more of their number. (2) The Trustees may from time to time employ such persons as they think fit or appropriate in the transaction of any business undertaken in furtherance of the objects and functions of this Charter or in the administration thereof, due regard being paid to the provisions of the Charter. Provided that a person employed by the Trustees may, so long as he is in good faith and without negligence, comply with the directions issued to him by the Trustees without being obliged to ascertain whether or not those directions are in accordance with the provisions of this Deed. (3) Where the Trustees appoint or employee any person in accordance with the provisions of this Article, the may pay such a person such remuneration (if any) as they deem appropriate or as may be agreed between the Trustees and such person and such remuneration shall be paid out of the Trust Assets. Article 10 (Position of Trustees in Relation to General Administrative Matters) Acting not withstanding personal interest

9.-(1) The decision of, or the exercise of a power by, the Trustees shall not or be invalidated or questioned on the ground that the Trustees any of them had a direct or personal interest in the result of the decision or the exercise of the power, provided that the Trustees or any of them has disclosed his personal interest prior to the making of the decision. Extent of liability (2) Subject to the provisions of this Charter, a Trustee shall not be responsible, chargeable or liable in any manner whatsoever except- Indemnification When indemnity not payable (a) for his fraud or deliberate and culpable disregard of the interests (b) of the beneficiaries under the Charter; and in the case of a Trustee engaged in the business of providing a trustee service for a fee, for his negligence. (3) Subject to the provisions of Article 9(4), the of Trustees Board of Trustees shall indemnify each of the Trustees and, to the extend that the Board of Trustees fails to indemnify him, a Trustee shall be indemnified directly out of the Trust assets based on a percentage as specified in the Regulations against all liabilities incurred by the Trustee in the execution of the trusts under the Charter and in the management and administration of the deed other than liabilities arising from: (a) his fraud or deliberate and culpable disregard of the interests of the beneficiaries under the Charter; and (b) In the case of a Trustee engaged in the business of providing a Trustee service for a fee, his negligence. (4) Notwithstanding any other provision of this Charter, no Trustee or any other person who engages in the affairs covered under this Charter shall be indemnified out of the Trust assets of the Deed for any liability incurred by him due to his fraud, transgression of authority or breach of trust. 68 Tumaini University, Stefano Moshi Memorial University College GN. NO. 408A (Contd.) Remuneration (Fees and Expenses) (5) A Trustee may charge and be paid out of the Trust assets such remuneration for his services as may be agreed, determined or decided by the Board of Trustees. (6) The Trustees shall be entitled to recover or pay out of the Trust assets all fees and expenses of any person, firm, company, body or association appointed by the Trustees pursuant to any provision of this Charter and all costs, charges and expenses incurred by Trustees in connection with or arising out of the operation or administration of such matters and or affairs or the exercise or performance of any of their powers, duties and discretions under the Charter. Article 11 Power to make Regulations or By-Laws General power to make Regulations (10) In the performance of its functions under the Trust Deed and the Rules, the Board of Trustees shall, subject to the provisions of the Charter of Incorporation Trust Deed and the Rules, make General Regulations for the Governance, control and administration of the University and for the better carrying out of the objects of the Charter. Article 12 (Power of Amendment) Power of Board of amendment abogate Proviso (Amendment may) No duty owed to beneficiaries (11) Subject to the provisions of this Charter, the Board of Trustees may at any time by deed amend, extend or abogate the provisions of this Deed including, without prejudice to the generality of the foregoing, the choice of law provisions contained in Article 1(3). Provided that, without prejudice to the generality of Article 10(1), no such amendment, extension or abrogation shall have the effect of detracting from or diminishing the full effect of the irrevocable trusts under this Charter. (2) Any amendment, extension or abrogation made under this Article shall take effect from such date as may be specified in the Deed containing such amendment; and any date so specified may be a date which is earlier than the date of the Deed. (3) The (Board of) Trustees, in exercising their powers under this Article, shall owe no duty to the beneficiaries or any other person except the ELCT. Article 13 (Office of the (Board of) Trustees) ELCT office of the Trustees Notices to the Trustees to be served Care if ELCT

11.-(1) The of the (Board of) Trustees shall for the time the registered office of the ELCT. (2) Any notice which under the provisions of this Charter is required to be given to or served upon the (Board of) Trustees or the Chairperson thereof shall be served in writing delivered or addressed to the (Board of) Trustees or the Chairperson thereof care of the registered office of the ELCT. 69 Tumaini University, Stefano Moshi Memorial University College GN. NO. 408A (Contd.) IN WITNESS WHEREOF the Common Seal of the Trust was hereunto affixed and the Trustees each severally set their respective hands the day and year first before written. The Common Seal of the Board of Trustees was hereunto affixed and authenticated by the Rt. Rev. Bishop Martin F. Shao ………………………………. CHAIRPERSON In the presence of : Name………………………………………………… Address ……………………………………………… In the presence of : Name………………………………………………… Address ……………………………………………… Signature ……………………………………………... Qualification ………………………………………… SIGNED SEALED AND DELIVERED By the within named the Treasurer, …………………………….. Mr. Willium P. Moshi TRUSTEE In the presence of: Name………………………………………………… Address ……………………………………………… Signature ……………………………………………... Qualification ………………………………………… Given under my hand and the public seal this 5th day of June, 2009 The State House, Dar-es-Salaam. JAKAYA MRISHO KIKWETE, President 70