AMENDED MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

THE TANZANIA INSTITUTE OF BANKERS

INCORPORATED DAY OF 1993

AMENDED PER RESOLUTION DATED 28 SEPTEMBER 2016

Drawn By: A. H. M. Mtengeti Advocate P O Box 2939 DAR ES SALAAM

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THE COMPANIES ACT CAP 212

COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL

AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF

THE TANZANIA INSTITUTE OF BANKERS LIMITED

INCORPRATION AND NATURE OF THE INSTITUTE

1. The name of the Company is “THE TANZANIA INSTITUTE OF BANKERS LIMITED” a non-profit company incorporated and existing under the laws of the

United Republic of Tanzania. 2. The Registered Office of the Institute shall be situated at Dar es Salaam, in the

United Republic of Tanzania. 3. The main object for which the Institute is established is to certify professionally

qualified bankers in Tanzania.

4. In furtherance of the object set out in clause 3 above, the Institute shall have the

following roles: i. To play a leading role as the professional body for persons engaged in the

banking and financial services industry, to promote the highest standards of competence, practice and conduct among persons engaged in the banking and financial services industry, and to assist in the professional development of its Members, whether by means of examination, awards, certification or otherwise and ensure quality assurance.

ii. To promote, encourage and advance knowledge and best practices in banking and financial services in all their aspects, whether conventional or Islamic, and any other products or activities as may, from time to time, be undertaken by the banks and financial institutions.

iii. To establish standards of education and experience appropriate for person

engaged in the practice of banking and financial services and to hold examinations and tests of knowledge and experience in these areas.

iv. To prescribe a code of Professional Conduct for persons engaged in the

practice of banking and financial services, and to maintain the observance of such standards by all its members. In so doing, the Institute shall operate a scheme for regulating the professional conduct and discipline of

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members of the Institute and of other persons who agree to be subject to the scheme.

v. To set, mark and conduct or approve examinations in banking subjects and accordingly to issue professional qualification in banking either alone or jointly with other educational or professional bodies.

vi. To organise, finance and maintain schemes for the granting of certificates and other awards to Members of the Institute or other persons, and to provide for the use of designatory letters by persons granted such certificates and awards.

vii. To establish and administer or to participate in the establishment and

administration of any organisation, whether incorporated or not, having as its principal object or one of its principal objects, the advancement of knowledge and education in banking and financial services.

viii. To undertake research in the fields of banking and other financial services

including but not limited to conventional banking, Islamic banking, insurance, securities and other products and activities undertaken by the banks and financial institutions from time to time.

ix. To provide facilities as may be deemed necessary to the objects of the

Institute, including the establishment and operation of a training and education centre, banking reference library and headquarters office, training sub-centres, local centres and branch offices.

x. To affiliate, as the Institute thinks fit, with any body or organisation whether

in Tanzania or abroad whose interests and/or objects are similar, related or complementary to those of the Institute and in doing so to stimulate, forge and fostering cooperation with other institutes of bankers and create opportunities for interaction thereon;

xi. To borrow and raise money for the purposes of the Institute and to secure

the repayment thereof, in such manner as the Institute may think fit, and in particular to mortgage or charge the undertaking and all or any of the Institute’s property (both present and future) and to purchase, redeem or pay off any of such securities, PROVIDED that the Institute shall not charge or mortgage any land without the consent of the Governing Council.

xii. To appoint and remunerate agents, persons and representatives both in

Tanzania and overseas and to retain their services for such duration as may be considered necessary for the purposes of the Institute.

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xiii. To work in close cooperation with the Authorities in Tanzania, and to enter into arrangements with the Governments, or any Authorities, and to obtain from any such Governments or authorities any rights, concessions and privileges that may seem conducive to the Institute’s objects or any of them.

xiv. To engage and appoint such officers or servants of the Institute or such

other persons to perform such duties or services for the administration and management of the Institute and to remove or suspend the same, and to pay their expenses and such remuneration and provide or subscribe to pensions or other funds and to make such provision, arrangements or schemes for the benefit of officers or servants of the Institute or otherwise and to assist such officers, servants, their widows, children or other dependants as the Council may from time to time think proper.

xv. To pay all costs, charges and expenses incurred or sustained in,or about

the promotion and establishment of the Institute and to remunerate any person or persons for the services rendered in the promotion and establishment of the Institute.

xvi. To make by-laws and regulations for the better execution of the provisions

of the Articles of Association of the Institute, the furtherance of the objects of the Institute or otherwise for regulating the affairs of the Institute.

xvii. To promote, encourage and provide opportunities for members to acquire

knowledge of the theory and practice of banking and to facilitate the consideration and discussion of matters of interest to bankers and persons associated with banks and financial institutions;

xviii. To liaise with stakeholders, educational bodies, colleges and institutions

of higher learning and cooperate in the developing of teaching syllabus of the professional qualifications in banking but with the institute remaining the examining body responsible for setting papers, moderating and appointing of examiners;

xix. To organise and conduct courses, seminars, conferences and workshops,

relating to banking, finance, and other financial services and the management of banks and financial institutions and any other activities as may from time to time be undertaken by the banks and financial institutions

xx. To provide facilities for reading, discussion and publication of approved

papers by members of the Institute and others and to arrange for the delivery of lectures and the provision of instructions on banking and other subjects of interest or practical use to bankers.

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xxi. To arrange production and publication of journals, newsletters and any

other publications pertaining to banking and allied subjects in order to distribute such publications and journals to the members and others alike;

xxii. To facilitating social functions for its members and between its members

and those of other bodies, societies, institutes or associations;social cultural and sporting events.

xxiii. To buy, acquire, own, improve, lease, hire, dispose of and deal with

property including stocks, shares, securities and other assets;

xxiv. To invest any of its monies not immediately required in such manner and on such terms, and in or on the security of, such assets as may from time to time be deemed expedient, including fixed and other deposits, stocks and bonds;

xxv. To open and operate a bank account or accounts and to draw, make,

accept, endorse, discount, execute and issue promissory notes, bills of exchange, cheques, warrants, debentures and other instruments.

xxvi. To carry out all such activities and functions, and to provide all such

services, and to do all such things and acts and enter into any transactions or arrangements as are or may be incidental or conducive to the attainment of the objects of the Institute or any of them.

5. The income and property of the Institute, whencesoever derived, shall be applied

solely towards the promotion of the objects of the Institute as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Institute. Provided that nothing herein shall prevent in good faith of remuneration to any officer or servant of the Institute, or to any member of Institute or other person, in return for services actually rendered to the Institute.

6. The liability of members is limited. 7. Every member of the Institute undertakes to contribute to the assets of the

Institute in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Institute contracted before he ceases to be a member, and of the costs, charges and expenses of the winding up, and for the adjustment of rights of the contributories amongst themselves. The sum to be contributed by each subscriber to this Memorandum of Association shall not exceed Shillings 5,000,000 and shall not be below Shilling 500,000 or any other amount that shall

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be resolved by members from time to time. All other members of the Institute shall contribute a sum not exceeding Shillings 20,000 unless the Institute in the general meeting shall otherwise determine. If the total sum required on winding up for payment of debts and liabilities of the Institute and of the said costs, charges and expenses shall be less than shillings 5,000,000 then the corporate members shall contribute thereto in proportion to their maximum specified liability.

8. Where upon winding up or dissolution of the Institute there remains after the

satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed among the members of the Institute but shall be given or transferred to some other institution or institutions having objects similar to the objects of this Institute, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Institute under or by virtue of Article 5 hereof, such institution or institutions to be determined by the members of the Institute at or before the time of dissolution and in so far as effect cannot be given to such provision hereto the same shall be transferred to some other institution or institutions having objects similar to the objects of the Institute.

9. Proper accounts shall be kept of the sum of money received and expended by

the Institute, and the manner in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of the Institute, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Institute for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Institute shall be audited and the correctness of the financial statements ascertained by one or more auditors or auditors approved by the governing council.

10. We, the several persons whose names and addresses are subscribed are

desirous of amending this Memorandum of Association as approved by the Annual General Meeting of The Tanzania Institute of Bankers.

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THE COMPANIES ACT CAP 212

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

AMENDMENT TO THE ARTICLES OF ASSOCIATION OF

THE TANZANIA INSTITUTE OF BANKERS LIMITED

PRELIMINARY

1. The regulations in Table C in the First Schedule of the Companies Act, Cap 212

of 2002 shall not apply to the Institute, except so far as the same are repeated in these Articles.

INTERPRETATION

2. The following words and expressions, unless inconsistent with the context shall have the following meanings: "Act" means the Companies Act Cap 212 of 2002, as amended; together with

any regulations published in terms thereof; “Assets” shall be synonymous with “property”;

“Amending Date” The date on which the Memorandum of Association (as amended) and these Articles (asamended) and the bye-laws made thereunder becomes effectual. “Associate” shall mean a person being a Member of the Institute who has been

admitted as Associate pursuant to Article 4(iii) of these Articles and the bye-laws that may be promulgated by Council from time to time. ‘Banker’ means a person certified by the Institute or similar recognized

Institution to have undertaken and passed examinations in Banking or an employee of a bank or financial institution who possesses professional qualification in Banking. “By- Laws “shall mean a set of rules or regulations prescribed by the council in

accordance with the provisions of these articles that regulates actions of members ‘’Banking Business’’ Shall mean The bus iness of receiving funds from the

general public through the acceptance of money deposits payable upon demand or after a fixed period or after notice, or any similar operation through the

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frequent sale or placement of bonds, certificates of bonds, certificates or other securities, and the use of such funds either in whole or in part for loans or investments for the account and at the risk of the person doing such business, and Any other activity recognized as customary banking practice which a financial institution engaged in the activities described in the preceding paragraph may be additionally authorized to do by the Bank. "Chairman" shall mean the one who presides over Meetings;

"Constitution" means any signed written document in force from time to time

setting out the agreed rules which will govern the Company, such as its main purpose and objectives, its membership and governance structures and procedures, and the rights and duties of the Company and its members and office-bearers; “Code of Professional Conduct”Means a set of rules prescribed by the Council

in accordance with Article 54 which prescribe appropriate behavior of members “Council”Means the controlling body which governs the Institute.

‘Council Member’ means a member of the body that governs the Institute.

‘Executive Director’ means The Chief Executive Director of the Institute

appointed by the Governing Council pursuant to Article 28(d) and shall include any person acting in such capacity. “Fellow “A person being a Member of the Institute who has been elected as

Fellow pursuant to Article 4(b)(ii) and in accordance with these Articles and the bye-laws. “Honorary Fellow”A person not being a Member of the Institute who has been

admitted as an Honorary Fellow pursuant to Article 4(b)(i) and in accordance with these Articles and the by-laws. “Individual” mean a natural person;

“Individual Member”Is a person who has been admitted to membership of the

Institute as an Associate, Associate Fellow, Fellow, or Affiliate in accordance with these Articles and the by-laws. "Income Tax Act” means the law governing tax which is the Income Tax Act,

2004 as amended or any other legislation which replaces it; “Institute” means The Tanzania Institute of Bankers Company Ltd a non-profit

company incorporated and existing under the laws of the United Republic of Tanzania.

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“In Writing” printed, lithographed and other modes of representing or

reproducing words in visible form. “Month”A calendar month.

“Memorandum” Means the Memorandum of Association of the Institute. "Member" means a person who is admitted to the Institute as an individual

Member or Corporate Member or such other classes of membership of the Institute as may be determined by the Governing Council from time to time in accordance with these Articles and whose name appear in the membership register. "Ordinary Resolution" means agreement adopted with the support of more than

50% (fifty percent) of the voting members present; “Property” shall include movable and immovable Assets, corporeal and

incorporeal property, goods, money, claims and rights of action or resources; “Register” The Register of the Members of the Institute to be kept pursuant to

the Act. “Regulations” or “the Regulations” shall mean the set of directives made by

the council in accordance with the bylaws of the Institute. “Rules” or “The Rules” or “These Rules” shall mean set of directives and or

principles that may be promulgated by the Council from time to time; ‘Seal’ meansa stamp fixed to a document to indicate official recognition using a

piece of wax or other soft material. “Secretary” shall be an officer of the Institute who records proceedings of the

council meetings "Sign" to affix one’s name to a document to indicate officialrecognition;

"Special resolution" means agreement adopted with the support of more than 75% (seventy five percent) of the voting members present. ‘‘The Bank’’ means the Bank of Tanzania established under the Bank of

Tanzania Act, 2006. “These Articles” Means the Articles of Association of the Institute. “The Office” The registered office of the Institute.

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MEMBERSHIP

AUTHORIZED MEMBERS

3. The current members of the Institute is as provided in the enclosed list appended to this MOA as Annexure 1 and it includes any other person who holds membership in the Institute, and who is registered as such in the Institute’s members register.

4. Classes of Members

The members of the Institute shall consist of the following classes: i. Corporate Members ii. Individual Members

a. Corporate Members:

Corporate membership shall be availed to the Bank of Tanzania, Commercial Banks and Financial Institutions registered and licensed to carry on the business of banking in Tanzania. Every registered bank and financial Institution shall become a member of the Institute upon registration as a Bank or Financial Institution and licensed to carry on Banking Business in the United Republic of Tanzania.

The Bank of Tanzania and the Institute shall notify any newly registered bank and financial institution of its admission to a member of the Institute.

b. Individual Member: This refers to natural persons and shall fall under the

following categories:

i. Honorary Fellows: Shall be persons of distinction in the practice

or literature of banking, commercial law, economics or kindred subjects and who on invitation, or nomination by at least two or more Fellows as described in (ii) hereunder, shall be accepted by the Council as fit and proper persons on the basis of their learning and contribution to the field of banking and financial institution management and additionally on the basis of character and public bearing, and shall have been elected by the Council to the rank of Honorary Fellow of the Institute;

ii. Fellows: Shall be elected by the Council from among the

Associates on the nomination of at least three Fellows of the Institute who shall certify in writing that the nominee is a fit and proper person to be considered and elected a Fellow;

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iii. Associates: Shall be individuals who have passed Certified

Professional Examinations as prescribed by the Council;

iv. Ordinary Members: Shall be any employee working in a Bank

or Financial Institution who upon successful application shall be admitted as an ordinary member.

v. Student Members: Shall be persons who are not employed in

any Bank or Financial Institutions, desiring to pursue professional banking examinations upon successful application shall be admitted as student member. Student Members shall automatically become Ordinary Members upon satisfying the requirements of becoming ordinary members.

ADMISSION OF MEMBERS 5. Admission to membership of the Institute shall be in writing. Simultaneously, the

member shall execute a declaration undertaking to be bound by these Articles, By –Laws, and regulations of the Institute.

6. Admission of Individual Members

Any employ ee of a Bank or F in anc ia l Institution or any other person

desiring to be admitted to membership of the Institute shall make an application to the Registrar in accordance with such procedure as may be laid down by the Governing Council from time to time. Individual member shall be issued with identity card upon admission.

7. Admission of Corporate Members

i. A corporate Member shall be issued with a Certificate of membership

signed by the chairman of the Council upon being licensed to carry on a business of Banking. Admitted member shall be entitled to all the rights and privileges of membership as provided in this MOA and Regulations that may be promulgated by the Council from time to time.

ii. A Corporate member shall be entitled to receive notice of, attend and

vote at general meetings by its duly appointed representative.

8. Register of Members

A Register of members shall be kept by the Institute in accordance with the provisions of the act. the register shall record the name, address and class of membership of each member and shall contain such further particulars as may from time to time be prescribed by the council. Every Member shall send to the Registrar of the Institute all information necessary to enable the Institute to

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maintain the Register of members and a record of the qualifications of Members in accordance with these Articles.

RIGHTS AND PRIVILEGES OF MEMBERS

Members of the Institute shall enjoy the following rights:

9. A copy of the Constitution of the Institute together with the by- laws enacted under it shall be supplied to every member on admission and on payment of fee prescribed by the Council from time to time.

10. All members of the Institute shall be entitled to attend all General Meetings of

the Institute and shall receive all notifications and circulars concerning the affairs of the Institute.

11. All corporate members shall be entitled to nominate one accredited

representative to attend and vote at all General Meetings. Alternate representatives may be appointed by such corporate members but no member may have more than one accredited representative at one General Meeting.

FEES AND SUBSCRIPTIONS

12. Registration fee and annual subscription shall be determined by the Institute from time to time upon approval of the Governing Council.

13. Registration fee shall be payable on admission to membership. 14. Annual Subscription fee shall be paid on admission by all members irrespective

of their date of admission, and thereafter shall be paid in advance by 31st March of each year. The Council may in its discretion from time to time, in addition to the annual subscription and designation fees, impose a levy on members for such purpose and in such amount as the Council may from time to time determine.

15. When a member shall fall into arrears with his subscriptions or other approved

dues, his attention shall be drawn to it immediately, and, simultaneously, the Council shall subject such a member to disciplinary measures as provided for under the Code of Conduct and impose such further penalty as deemed appropriate as provided for under Articles 23(v).

16. In furtherance of the objects of the Institute, the Council shall promulgate

financial rules and regulations that will make provisions for the means of financing the expenses of the Institute.

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17. Corporate members shall pay annual contribution as may be decided by the Council from time to time, for the purpose of financing the operations of the Institute. Such contribution shall be paid by 31st of March each year.

VOTING BY MEMBERS

18. (i) Each member shall be entitled to one Vote.

Chairman Casting Vote

(ii) In the case of an equality of votes, whether on a show of hands or at a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

CESSATION OF MEMBERSHIP

19. Membership of the Institute may be discontinued through:

i) Disciplinary action in respect to an individual member as provided for

under Articles 23(v) and 55 of these Articles provided that the respective member shall remain liable for arrears due.

ii) Upon death of an individual member and in event of a member being

declared bankrupt. iii) A Corporate Member of the Institute shall cease to be a member

upon being declared bankrupt or in the event of winding up.

MANAGEMENT OF THE INSTITUTE

20. (i) The Management of the Institute shall be vested in the Council whose

number shall not be less than nine and not more than Fifteen (15). This number may, however, be varied at a General Meeting upon receiving such recommendation from the Council.

(ii) All council members shall be natural persons representing corporate

members, and shall be elected once in three years at the Annual General Meeting of the Institute.

COMPOSITION OF THE COUNCIL

21. The council shall be composed of the following;

i) A chairman who shall be the Governor of the Bank of Tanzania

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ii) Deputy Chairman who shall be nominated from among Chief Executives of the corporate members.

iii) The Executive Director. iv) Not less than six and not more than twelve other persons nominated from

among Chief Executives of Corporate members. 22. The elected members of the Council shall be subject to retirement after three

years at the Annual General Meeting of the Institute. A retiring Council member shall be eligiblefor re-election.

POWERS OF THE COUNCIL

23. The Council shall have powers at any of its meetings to:

i) Approve any by-laws necessary to ensure the proper management and administration of the Institute.

ii) Appoint on such terms as it may determine Executive Director of the

Institute, and such other staff as it considers necessary for the day to day administration of the Institute;

iii) Constitute, award and confer professional qualification and the like as

considered appropriate; iv) Appoint, and dissolve Committees or Sub Committees set up by itself for

special purposes as it considers necessary for the proper management and administration or in furtherance of the objects of the Institute.

v) Impose such disciplinary action as it thinks fit on any member acting in a

manner deemed to be contrary to the objects or detrimental to the interests of the Institute.

vi) Constitute and confer honors, medals, certificates of merit and other

awards on persons who shall have rendered distinguished service to the Institute or made outstanding contribution to the objects of the Institute and such award or honour as received prior approval of the Institute in a General Meeting.

vii) Approve fees, subscriptions and other dues payable by members and

other fees to be charged for services rendered by the Institute.

24. The Council shall be responsible for the overall management of the Institute and shall be responsible for the appointment of office bearers of the Executive Committee as prescribed in Article 28 of this Constitution.

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COUNCIL MEETING

25. (i) The Council shall meet at least once in every Six (6) Months. Such

meetings shall be convened by the Secretary on consultation with the Chairman or the Deputy Chairman.

(ii) Half of members of the Council being nominated representatives or

elected members, shall have the right to convene a meeting of the Council by giving notice to all members of the Council in writing not less than forty-eight (48) hours before the proposed time for the meeting.

(iii) The quorum at a meeting of the Council shall be at least 50% of the total

number of the Council members then in office when the meeting is called to order.

(iv) The Chairman or in his absence, the Deputy Chairman and in the

absence of both the Chairman and Deputy Chairman, the members present shall appoint one person from among themselves to chair the meeting.

(v) All members shall be entitled to one vote. In the event of a tie, the

Chairman of the meeting shall be entitled to a casting vote. Except where provided otherwise, all decisions shall be by simple majority of members present and voting.

(vi) The Registrar shall also be the Secretary to the Council and shall take

minutes of the proceedings thereof. Proper minutes shall be recorded of all resolutions and proceeding of the Concil Meetings of the Institute. Every minute signed by the chairman of the meeting to which it relates or by the chairman of a subsequent meeting shall be sufficient evidence of the facts therein stated.

EXECUTIVE COMMITTEE

26. There shall be an Executive Committee of the Institute which shall consist of the following: (i) The Executive Director appointed under Article 28(c) of these Articles; (ii) The Registrar. (iii) Other Senior Officers of the Institute as shall be appointed to the

Committee by the Council from time to time, on the recommendation of the Executive Director.

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27. The Executive Committee shall be responsible for the day-to-day conduct of the

affairs of the Institute and without prejudice to the generality of the foregoing; shall. (i) Under the chairmanship of the Executive Director and subject to the by-

laws made or directions given by the Council hold regular meetings whose minutes shall be taken by the Secretary.

(ii) Subject to the Constitution and by-laws and to any directions given by the

Council, be responsible for the keeping of books of account of the Institute, in respect of all income and expenditure both of revenue and capital nature as approved by the Council.

(iii) Be responsible for making policy recommendations to the Council and

implementing Council’s policy decisions. (iv) Refer to the Council all matters which under this Constitution, are

required to be dealt with or decided by the Council and for such purposes; prepare the agenda and papers for submission to each meeting or the Council.

OFFICE BEARERS OF THE INSTITUTE

28. The office bearers of the Institute and their duties and functions are as follows:

(i) Chairman – The Chairman of the Council shall normally chair all general

meeting and Council meetings of the Institute. He shall represent the Institute in its dealings without side persons and organizations.

(ii) Deputy Chairman–The Deputy Chairman shall assist the Chairman in

his duties and deputies for him in his absence. (iii) Executive Director–The Executive Director appointed by the Council

shall be a paid officer of the Institute responsible for the day-to-day business and administration of the Institute as shall from time to time be directed by the Council. He shall chair all meetings of the Executive Committee and shall also be responsible for submitting to the Council interim reports of the management of the affairs of the Institute. He shall be an Ex-officio member of the Council. The Execut ive Director shall also be responsible for drawing up an Annual Report and Financial Statement, an estimate of receipts and expenditure and a draft programme of activities for the ensuing year and present these to the Governing Council.

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(iv) Registrar–The Registrar who shall be appointed by the Council shall be

paid officer of the Institute and shall be responsible for among others the following: (a) Convening all General and Executive Committee Meetings in

consultation with the Chairman or the Council or the Executive Director.

(b) Keeping all records of all General and Executive Committee Meetings;

(c) Maintaining and ensuring the correctness of the Register of Members of the Institute;

(d) Performing all other duties as may from time to time be assigned to his office by the Council or the Executive Director;

(e) In charge of Human Resource and General Office Administration

GENERAL MEETING

29. General Meeting

A General Meeting of the Institute shall mean a meeting of which notice has been duly given to all members.

30. Time and Place of General Meeting

In every year a General Meeting of the Institute shall be held at such time and at such place as the Council shall from time to time appoint.

31. Annual and Extraordinary General Meeting

The General Meeting referred to in the last preceding clause shall be called “Annual General Meeting” and all other general meetings of the Institute shall be called “Extra Ordinary General Meeting”.

ANNUAL GENERAL MEETING

32. The Annual General Meeting shall be held within the nine (9) Months after the

end of the Financial Year of the Institute (which shall be from 1st January to December 31st) for the following purposes: (i) To receive Annual Report and Financial Statement for the preceding year,

as well as report on programs of activities of the current year; (ii) To appoint a professional firm of auditors for the purpose of Article 43 of

these Articles from the ensuing year. Such appointed firm may be reappointed each year as the meeting thinks fit. Auditors to be appointed shall not be members of the Council or of the Institute or employees of any

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such member or of a firm in which such member has a business interest or be associated with such members in a relationship which may bring such members influence to bear on the auditors;

(iii) To transact any other business duly notified but such other business to be transacted shall be notified in writing to the Registrar, together with three names of proposers from Corporate members and two names from individual members and their seconders, one from each category not less than twenty one days before the date fixed for the meeting;

(iv) The Annual General Meeting shall be held at a place, time and date to be determined by the Council, in any given year and notified by the Secretary to all members in writing not less than fourteen days before his date, and the Secretary shall notify all members in writing of the business to be transacted thereat.

33. (i) Any member entitled to be present and vote at a meeting may submit any

motion to any General Meeting, provided that in case of an ordinary resolution at least for the prescribed time before the day appointed for the meeting, he shall have served upon the Institute a notice in writing by him containing the proposed ordinary resolution, and stating his intention to submit the same.

(ii) The prescribed time mentioned above shall be such that, between the

date of the notice is served and the day appointed for the meeting there shall not be less than fourteen days.

EXTRA ORDINARY MEETING

34. (i) The Council may convene an Extraordinary General Meeting at any time to conduct any business as it may decide.

(ii) The Secretary must convene a meeting of the Council within seven days

if required to do so in writing by 50 percentum of the members of the Council inclusive of the chairman, to discuss the convening of an Extraordinary General Meeting.

(iii) An Extraordinary General Meeting shall also be convened by the

Secretary on the signed requisition of not less than ten percentum of the total Ordinary General Membership of the Institute, stating the purpose of the Meeting.

(iv) Such meeting shall be convened within fourteen days after approval by

the council.

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(v) Any Extra Ordinary Meeting shall be held at a place, time and date to be

determined by the Council. (vi) Notice of such meeting, together with the business to be transacted

thereat, shall be given to all members in writing not less than 14days before the date fixed for the meeting unless the purpose is passing of a special resolution or amendment of the Articles in which event 21 days’ notice shall be given.

(vii) In the event the Council fails to direct the Secretary to call an Extra

ordinary General Meeting requisitioned by members as aforesaid in this Article, within 14 days of such requisition, it shall be competent for members signing the requisition if where they represent more than Twenty-five percentum of the total voting rights to determine a place, time, date, the business to be transacted and convene the meeting giving notice of such to all members of the Institute in writing, but any meeting so convened shall not be held after the expiration of three months from the date of the requisition.

(viii) No business, except that which has been duly notified may be transacted

at an Extra ordinary General Meeting. (ix) All business shall be deemed special that is transacted at an

Extraordinary General Meeting and all that is transacted at an Annual General Meeting.

(x) Any meeting to consider the audi ted f inanc ial s tatement , the

ordinary reports of the Council and the election of officers shall be deemed ordinary

PROCEEDINGS AT GENERAL MEETING

35. (i) The Chair at a General Meeting shall be taken by the Chairman of the Council or, in his absence by the Deputy Chairman or if he is also absent, by any member elected by the meeting

(ii) All general meetings shall be conducted in accordance with these

Articles. (iii) No non-members of the Institute may attend General Meetings of the

Institute except by invitation of the Council and with the consent of the meeting. Such persons may only speak with the permission of the Chairman.

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QUORUM AT THE GENERALMEETING

36. (i) The quorum at the General Meeting shall be ten (10) paid up members of whom 50% shall be corporate members and having a right to vote except as provided for under this Article, present at the time the chair is taken, which shall be within half an hour of the time fixed for the meeting.

(ii) In the event of there being no quorum, the meeting shall:

(a) In the case of an Annual General Meeting called by the Council, stand adjourned to a time and date to be determined by the Council not less than one week and not more than two weeks later, such time and date shall be notified to all members in writing by the Secretary within forty-eight hours of the adjournment.

(b) At an adjourned meeting, the members present and entitled to

vote shall form a quorum. (c) The agenda for the adjourned meeting shall be the same as

that for the original meeting; (d) In the case of lack of quorum of an Extraordinary General Meeting

requisitioned or convened by members under Article 34 of this Constitution the meeting shall be considered dissolved.

(iii) Objections if any to the validity of a General Meeting shall be raised and

adjudicated when the Chairman calls upon the Secretary to read the notice convening the meeting. Once the meeting has commenced, no objection relating to the validity of the general meeting may be raised during the progress of the Meeting.

(iv) No meeting which has a column present at the beginning of a meeting

shall become incompetent to transact business for want of a quorum arising after the Chair has been taken and the notice convening the Meeting has been read.

37. (i) voting for election to the Council and for purpose of amendment to the

Articles of the constitution shall be by shows of hand (ii) Voting on all other matters may be by show of hands. (iii) Decisions, except where specifically provided for under this Constitution

shall be by simple majority of those present and voting. (iv) The chairman shall have a casting vote in case of a deadlock.

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THE SEAL

38. (i) All deeds and other documents required to be executed in a special

manner shall be sealed and signed in accordance with the provisions made in that behalf.

(ii) The signatures of the Chairman or Deputy Chairman and the Council member shall for all purposes be accepted as sufficient evidence of the due sealing of all deeds, documents and other instruments of the Institute.

ACCOUNTS

39. The Council shall cause proper books of accounts to be kept at the registered

office of the Institute or at such place or places and in the charge of such persons as the Council may from time to time direct.

40. The council shall cause the accounts to be audited by the approved Auditor at

least ones in every financial year. 41. The Council shall exercise control over the funds, receipts and expenditures, of

the Institute in accordance with the Financial Regulations. 42. (i) At the Annual General Meeting in the Council shall lay before the meeting

a report on the operations of the Institute and Audited Financial Statements of the year since the preceding Report.

(ii) At Annual General Meeting a report shall be presented by the Council as

to the state, condition and affairs of the Institute. (iii) The Audited Financial Statement shall be signed by the Chairman and

other member for the Council and counter signed by the Executive Director.

(iv) A printed copy of the Annual Report and Audited Financial Statement

shall be availed to every member before Annual General Meeting and a copy thereof shall be deposited at the Registered Office of the Institute for the inspection of the members during a period of at least fourteen days before the meeting.

APPOINTMENT OF AUDITORS

43. (i) (a) The Institute at each Annual General Meeting members shall

appoint Auditors to hold office until the next Annual General Meeting and shall fix the remuneration to be paid for their services;

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(b) The duties of Auditors shall be to audit the books of accounts of the Institute and do such other duties as shall be assigned to them by the Council;

(c) No member of the Council shall be eligible for appointment as

Auditor in a personal capacity.

(ii) The Auditor of the Institute shall have access at all times to the books, accounts and vouchers of the Institute and shall be entitled to enquire from the officers of the Institute such information and explanation as may be necessary for the performance of the duties of Auditors.

(iii) The Auditors shall sign a certificate at the foot of the F in an c i a l

S ta t e me n t s stating whether or not all their requirements have been complied with and submit a report to the members on the accounts examined by them, and on every Financial Statements laid before the Institute in the Annual General Meeting and in every such report the Auditors shall state whether in their opinion the Financial Statements referred to in the report is properly drawn up so as to exhibit a true and fair view of the state of affairs and finance of the Institute as shown by the books of the Institute and such report shall be presented to the members at the Annual General Meeting.

NOTICES

44. A notice may be given by the Institute to any member either personally or by post to his registered address in Tanzania, as it appears in the Register of Members.

45. Any notice, if served by post, or elec tron ics means shall be deemed to

have been served on the day following that which the letter containing the same is put in to the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted as a prepaid post

WINDING UP

46. (i) The Institute shall not be dissolved except with the consent of not less than seventy-five percentum of its total membership present and voting at a General Meeting for the purpose.

(ii) Notice of any proposal to dissolve the Institute shall be given to all

members not less than one calendar month before the date fixed for the meeting stating briefly the reasons thereof.

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47. Article 7 of the Memorandum of this Constitution relating to winding up of the Institute shall have effect as if the provisions thereof were repeated in this Article.

48. Upon receipt of such permission aforesaid no further action shall be taken by the

Council or any office bearer of the Institute in connection with the aims of the Institute other than to get in and liquidate for cash all assets of the Institute. Subject to the payment of all the debts of the Institute the balance thereof shall be distributed in such other manner as may be resolved by the Council at the meeting at which the resolution for dissolution is passed.

BY-LAWS AND REGULATIONS

49. The Council may from time to time, make such by-laws and regulations not

inconsistent with this Constitution as in the judgment of its members may be necessary or desirable in the interests of the Institute and particularly to give effect to the provisions of Article 7of the Memorandum of Association of the Institute.

AMENDMENT TO THE CONSTITUTION

50. (i) A majority of 75% of the members present and voting at an Annual

General Meeting shall have power from time to time to make alterations, amendment or additions to the Constitution not inconsistent with its main objects.

(ii) No such amendment or alteration shall be made unless notice thereof has

been given in the notice convening the meeting.

INTERPRETATION

51. Council may Interpret Articles

If any doubt shall arise as to the proper construction or meaning of anyof these Articles or of any by-laws or regulations made thereunder orany of them or of any expression used therein the decision of the Council there on shall be final and conclusive provided such decision be reduced in to writting and recorded in the minutes book of the proceedings of the Council.

INDEMNITY

52. Every Council member, Director, Secretary, Auditor, Agent and other officer for

the time being of the Institute shall be indemnified out of the assets and liabilities of the Institute against any liability incurred by him in defending any proceedings related to the affairs of the Institute, whether civil or criminal, in

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which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by Court in respect of any inadvertency negligence, inadvertent default, innocent breach of duty or breach of trust not involving that members dishonesty.

DIVIDENDS

53. No dividend shall be paid to any member but all income and surplus of the Institute shall be used solely for the purpose of promoting the objects of the Institute and this is clearly stated in Articles 3 and 4 of the Memorandum of Association.

PROFESSIONAL CONDUCT

54. Code of Professional conduct for Individual Members

(a) The Council shall prescribe a Code of Professional Conduct setting out the

professional values, ethics, standards and conduct expected of all persons engaged in the banking and financial services industry and all Individual Members of the Institute are bound by the Code. Code of Professional conduct for Corporate Members

(b) The Council shall prescribe a Code of Conduct setting out ethical standards

and counduct expected of all corporate members who shall be bound by the Code.

55. Liability to Disciplinary Action

(i) An Individual Member may become liable to disciplinary action in such

manner and circumstances as prescribed by the by-laws of the Institute. Such disciplinary action shall be conducted in accordance with the bye-laws.

(ii) Subject to the provisions of the by-laws, any Individual Member subject to

disciplinary action shall have the right to be given notice of any disciplinary proceedings which it is proposed should be brought against him, the right to be represented at such disciplinary proceedingsand a right of appeal against any disciplinary order made against him.

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56. Investigation, Disciplinary and Appealate Committees

(i) The Institute shall by by-laws provide for the appointment by the Council of an Investigation Committee and a Disciplinary Committee, and may grant to each Committee, full power to consider and determine in the manner set out in the by-laws any complaint or facts indicating that an Individual Member has become liable to disciplinary action. The Council shall also grant to the Investigation Committee and Disciplinary Committee the power to make such orders set out in the by-laws against an Individual Member in respect of whom a complaint is found proven as the Investigation Committee and Disciplinary Committee may determine.

(ii) The Council shall by by-laws provide for the appointment of an Appeal

Committee to consider any appeal by an Individual Member against any order made by the Disciplinary Committee against the Individual Member as a consequence of disciplinary action. The Council shall also grant to the Appeal Committee full power to consider and determine any appeal in the manner set out in the by-laws.

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ANNEXURES 1

LIST OF MEMBERS OF THE INSTITUTE

Made Under Article 3 of the Articles of Association of Tanzania Institute of Bankers Co. Ltd

S/NO NAME OF INSTITUTION ADDRESS

1. Access Bank (Tanzania) Limited

P. O. Box 95068, Dar es Salaam Tel: +255 22 2774355 Fax: +255 22 2774340 www.accessbank.co.tz

2. Letshego Bank Tanzania Limited

P. O. Box 34459 Dar es Salaam Tel: +255 22 2401174/6 Fax: +255 2401175 www.advansbanktanzania.com

3. African Banking Corporation Tanzania Limited

P. O. Box 31, Dar es Salaam Tel: 2111990/2119302-3 Fax: +255222112402 www.bancabc.co.tz

4. Akiba Commercial Bank Limited P. O. Box 669 Dar es Salaam Tel: +255 22 2118344 Fax: +255 22 2114173 www.acbtz.com

5. Amana Bank Limited

P. o. Box. 9771 Dar es Salaam Tel: +255 222129007/8 Fax: +255 22 2129013 www.amanabank.co.tz

6. Azania Bank Limited

P. O. Box 9271 Dar es Salaam Tel: +255 22 2412027 Fax: +255 22 2412028 www.azaniabank.co.tz

7. Bank M (Tanzania) Limited P. O. Box 96, Dar es Salaam Tel: +255 22 2127825 Fax: +255 22 212784 www.bankm.co.tz

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S/NO NAME OF INSTITUTION ADDRESS

8. Bank of Africa (Tanzania) Limited

P. O. Box 3054, Dar es Salaam Tel: +255 22 2113593 Fax: +255 22 2116422 www.boatanzania.com

9. Bank of Baroda (Tanzania) Limited

P. O. Box 5356, Dar es Salaam Tel: +255 22 2124472 Fax: +255 22 2124457 www.bankofbaroda.com

10. Bank of Tanzania P. O. Box 2939, Dar es Salaam Tel: +255 22 2234494 / 7 Fax: +255 22 www.bot.or.tz

11. Bank of India (Tanzania) Limited P. O. Box 7581, Dar es Salaam Tel: +255 22 2135358 Fax: +255 22 2135363 www.boitanznaia.co.tz

12. Barclays Bank (Tanzania) Limited

P. O. Box 5137, Dar es Salaam Tel: +255 22 2129381 Fax :+255 22 2129757 www.africa.barclays.com

13. Citibank (Tanzania) Limited

P. O. Box 71625, Dar es Salaam Tel: +255 22 2117575 Fax: +255 22 2113910 www.citibank.co.tz

14. Commercial Bank of Africa (Tanzania) Limited

P. O. Box 9640, Dar es Salaam Tel: +255 22 2130113 Fax :+255 22 2130116 www.cba.co.tz

15. CRDB Bank Plc.

P. Box 266, Dar es Salaam Tel: +255 22 2117441-7 Fax: +255 22 2116714 Email: kimeic@crdbbank.com www.crdb.com

16. DCB Commercial Bank Plc

P. O. Box 19798 Dar es Salaam Tel: +255 22 2172200/1 Fax: +255 22 2172199 www.dcb.co.tz

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S/NO NAME OF INSTITUTION ADDRESS

17. Diamond Trust Bank (Tanzania) Limited

P. O. Box 115 Dar es Salaam Tel: +255 22 2114888 Fax: +255 22 2114210 www.dtbafrica.com

18. Ecobank (Tanzania) Limited

P. O Box 20500 Dar es Salaam Tel: +255 22 2137447 Fax: +255 22 2137446 www.ecobank.com

19. Exim Bank (Tanzania)

P. O. Box 1431, Dar es Salaam Tel: +255 22 2293400 Fax: +255 22 2119737 www.eximbank-tz.org

20. Equity Bank (Tanzania) Limited

Equity Bank (Tanzania ) Limited 3rd Floor, Golden Jubilee Building P. O. Box 110183 DAR ES SALAAM

Telephone: +255 768 985510 E-Mail: joseph.iha@equitybankco.tz

21. FBME Bank (Tanzania) Limited

P. O. Box 8298, Dar es Salaam Tel: +255 22 2126000 Fax +255 22 2126006 www.fbme.com

22. First National Bank (Tanzania) Limited

P. O. Box 72290 Dar es Salaam Tel +255 768 989000/41 Fax +255 768 989010/44 www.fnbtanzania.co.tz

23. Habib African Bank Limited

P. O. Box 70086 Dar es Salaam Tel: +255 22 211109 Fax: +255 22 2111014 www.habib.com

24. I & M Bank (Tanzania) Limited

P. O. Box 1509 Dar es Salaam Tel: +255 22 2110212 Fax:+255 222118750 www.imbank.com

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S/NO NAME OF INSTITUTION ADDRESS

25. International Commercial Bank (Tanzania) Limited

P. O. Box 9363 Dar es Salaam Tel: +255 22 2150361/2 Fax: +255 22 2151591 www.icbank.com

26. KCB Bank (Tanzania) Limited

P. O. Box 804 Dar es Salaam Tel: +255 22 2664388 Fax: +255 22 2115391 www.kcb.co.ke

27. Mkombozi Commercial Bank Plc

P. O. Box 38448, Dar es Salaam Tel: 2137806/7 Fax: +255 22 2137802 www.mkombozibank.com

28. National Microfinance Bank Plc

P. O. Box 9213, Dar es Salaam Tel: +255 22 2161000, Fax: +255 22 2161361 www.nmbtz.com

29. National Bank of Commerce Limited

P. O. Box 1863, Dar es Salaam Tel: +255 22 2113914 Fax: +255 22 2112887 www.nbcltd@nbctz.com

30. NIC Bank (Tanzania) Limited

P. O Box 20268, Dar es Salaam Tel: +255 22 2118625 Fax:+25522 2116733 www.sfltz.com

31. Peoples’ Bank of Zanzibar Limited

P. O. Box 1173, Zanzibar Tel: +255 24 2231118-20 Fax: +255 24 2231121 www.pbzltd.com

32. Stanbic Bank (Tanzania) Limited

P. O. Box 62747, Dar es Salaam Tel: +255 22 2666430 Fax: +255 22 2666301 www.stanbicbank.co.tz

33. Standard Chartered Bank (Tanzania) Limited

P. O. Box 9011, Dar es Salaam Tel: +255 222113785 Fax: +255 22 2113770 www.standardchartered.com

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S/NO NAME OF INSTITUTION ADDRESS

34. United Bank for Africa (Tanzania) Limited

Tel: +255 22 2763452/3 Fax:+255 22 2863454 www.ubagroup.com

35. UBL Bank (Tanzania) Limited

P. O. Box 5887, Dar es Salaam Tel: +255 22 5510 200 Fax: +255 22 2136293 www.ubldirect.com/Corporate/Tanzania.aspx

36. TIB Development Bank Limited

Building No.3, Mlimani City Office Park Sam Nujoma Road P.O. Box 9373 Dar es Salaam, TANZANIA www.tib.co.tz

37. TIB Corporate Bank Samora Tower, 7th Floor Samora Avenue / Bridge Street P. O. Box 9102, Dar es Salaam Tel: +255 22 211109 Email: mdcbl@tib.co.tz

38. Tanzania Postal Bank

P. O. Box 9300, Dar es Salaam Tel: +255 22 2127995 Fax: +255 22 298815 www.postalbank.co.tz

39. Tanzania Women’s Bank Plc

P. O. Box 72604, Dar es Salaam Tel: +255 22 2115462 Fax:+255 22 2137580 www.womensbank.co.tz

40. Twiga Bancorp Limited

P. O. Box 10119, Dar es Salaam Tel: +255 22 2115575/ 2118455/2132826 Fax: +255 22 2111550 www.twigabancorp.com

41. Covenant Bank for Women Tanzania Limited

Covenant Bank for Women (T) Ltd. LAPF Building Ali Hassan Mwinyi Road P. O. Box 78783 DAR ES SALAAM

Telephone: +255 22 2773985 Website: www.covenantbankforwomen.co.tz

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S/NO NAME OF INSTITUTION ADDRESS

42. Efatha Bank Limited

P. O. Box 31550, Dar es Salaam Tel: +255 22 2775578/ +255 22 2775477 +255 22 2775347 Fax :+255 22 2775347 www.efathabank.co.tz

43. Kagera Farmers’ Cooperative Bank Limited

P. O. Box 1656, Kagera Tel: +255 28 2215018/ 2215041 Fax: +255 28 2215159 kfcbltd@yahoo.com

44. Kilimanjaro Cooperative Bank Limited

P. O. Box 1760, Moshi Tel: +255 27 2754470/1 Fax: +255 272753570 www.kilicobank.com

45. Maendeleo Bank Plc

P. O. Box 216, Dar es Salaam Tel: +255 22 2110518 Fax: +255 22 211 595 Website: www.maendeleobank.co.tz

46. Mbinga Community Bank Limited

P. O. Box 290, Mbinga Tel: +255 25 2640760 Fax: +255 25 2640719

47. Meru Community Bank Limited

P. O. Box 365, Arusha Tel: +255 0272541190 Fax: +255 0272541190 www.mecob.com

48. Mufindi Community Bank Limited

P. O. Box 147, Mafinga Tel: +255 26 2772165 Fax: +255 26 2771575 www.mucoba.co.tz

49. Mwanga Rural Community Bank Limited

P. O. Box 333, Mwanga, Tel: +255 27 2757830 Fax: +255 27 2754155

50. Njombe Community Bank Limited

P. O. Box 547 Njombe, Tel: +255 26 2782797/ 2782771 Fax: +255 26 2782732

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S/NO NAME OF INSTITUTION ADDRESS

51. Tandahimba Community Bank Limited

P. O. Box 3, Tandahimba Tel: +255 15 2410093 Fax: +255 15 2410093

52. Uchumi Commercial Bank Limited

P. O. Box 7811, Moshi Tel: +255 27 2750491 Fax: +255 27 2750492 www.uchumibank.com

53. Finca Microfinance Bank Limited

Finca Microfinance Bank Limited Plot No. 84 Morogoro Road P. O. Box 78783 DAR ES SALAAM

Telephone: +255 22 2172452/3 E-Mail: ed.greenwood@finca.org

54. China Commercial Bank Ltd China Commercial Bank 9th Floor, IT Plaza Garden Avenue / Ohio Street P. O. Box 8189 DAR ES SALAAM

Telephone: +255 22 2120006 E-mail: info@ccbank.co.tz

55. EFC Tanzania Limited

Managing Director EFC Tanzania Limited Letsya Tower New Bagamoyo Road P. O. Box 11735 DAR ES SALAAM

Telephone: +255 22 2701319/15 Website: www.efctz.com

56. Tanzania Agricultural Development Bank

Tanzania Agricultural Development Bank 3rd Floor Acacia Estate Plot 84, Kinondoni Road P. O. Box 63372 DAR ES SALAAM Telephone: +255 22 2923501/2

57. Canara Bank (Tanzania) Limited Managing Director Canara Bank (Tanzania) Limited Email: info@canarabank.com Web Site: http://www.canarabank.com