Terms Of Reference for Engaging a Legal and Company Secretary tender job at PELUM Uganda
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Terms Of Reference for Engaging a Legal and Company Secretary tender job at PELUM Uganda
1.0 Background
Since 1995, Participatory Ecological Land Use Management (PELUM) Uganda has been working to improve the livelihoods of small-scale farmers and the sustainability of rural communities, through the fostering of ecological land use management.
PELUM shares skills and knowledge about good practices and techniques, through a broad network of like-minded organizations; undertake research and demonstration projects; and advocate for policies that better support small-scale farmers.
PELUM Uganda is part of a 12-country strong association of civil society organizations in Eastern, Central, and Southern Africa.
PELUM Uganda has grown to a 73-member strong network of like-minded agricultural NGOs operating in over 112 districts of Uganda and reaching approximately 3,000,000 smallholder farmers, 60% of whom are women. PELUM Uganda promotes agricultural systems that address food security, increase incomes, enhance environmental sustainability, and operating in an enabling policy environment.
As a membership network, PELUM Uganda operates through a Secretariat which is governed by a Country Board overseeing all governance and operational aspects and mandated to report to the Country Working Group comprised of all member organizations.
The Country Board is elected by eligible members in a Triennial General Meeting which is the Supreme Governing body of PELUM Uganda also constituted by Member Organizations and conducted in accordance with the constitutional provisions on voting rights and eligibility.
We are therefore seeking the expertise of qualified individuals/firms to operate as a legal and Company Secretary for PELUM Uganda.
2.0 Objectives of the assignment
The overall objective of the assignment is to ensure that PELUM Uganda adheres to the relevant corporate governance practices through giving support to the Country Board related operations and guidance on governance best practices and legal matters.
2.1 Specific objectives include;
a. Ensuring that PELUM Uganda complies with the relevant laws, rules & regulations of corporate governance and best practices.
b. Providing legal and governance support to the PELUM Uganda Country Board including but not limited to resolution filing, attend training courses in their relevant areas to mention but a few.
3.0 Tasks of the Consultant
The consultant is expected to do the following tasks:
a. Maintaining and periodically updating PELUM Uganda statutory registry of its membership.
b. Ensuring legal compliance of PELUM Uganda to all legal and regulatory obligations as stipulated in the NGO Act and other applicable laws.
c. Planning and executing PELUM Uganda Governance meetings (Country Working Group, Triennial General Meetings and Country Board meetings) including preparing meeting agendas, taking minutes, relevant correspondences where required and providing legal guidance during the meetings.
d. Act as the custodian of PELUM Uganda’s corporate governance and provide oversight on corporate governance matters when necessary.
e. Provide technical guidance to the Board of Directors on matters of corporate governance and their duties as directors.
f. Provide legal counsel to the Board and senior management on all corporate governance issues and on compliance with governance on statutory and regulatory requirements.
g. Furnishing the annual returns and forms according to URSB and NGO Act.
h. Review and maintain record of corporate documents, donor contracts and ensure their safe custody.
i. Participate in identifying and managing corporate risks, ensuring that the company has adequate risk management practices in relation to corporate governance.
j. Support in ensuring effective communication between stakeholders, authorities, and the government while upholding the value of intellectual property of PELUM Uganda.
k. Support in overseeing Country Board succession and transition processes including nominations, vetting, and elections.
l. Support PELUM Uganda in the formulation and or review of relevant policies.
m. Ensure that Board papers for meetings are prepared and distributed reasonably ahead of time of the relevant Board meetings.
n. Support the Board Chair and CEO to ensure all Board members are appropriately trained on Governance and other skills for effective execution of their fiduciary duties.
o. Ensure that all Board action points are tracked, followed up and executed by the responsible parties and where necessary provide and or maintain evidence of closure.
p. Act as the legal representative of PELUM Uganda in dispute resolution including litigation, arbitration, mediation and any legal proceedings the company is involved in.
q. Ensure that the company complies with all applicable laws and regulations, including corporate, labor, environmental, and tax laws.
r. Reviews, drafts, and negotiate contracts and agreements to protect the company’s interests.
4.0 Time frame
These company secretary services will be for a period of 3 years unless terminated earlier in accordance with the engagement agreement.
5.0 Contract
The selected law firm and or individual will enter into a retainer agreement with PELUM Uganda before the assignment commences, where all terms and conditions for the services will be agreed upon.
6.0 Conditions of Payment
The service fees shall be inclusive of professional fees while the administrative costs will be paid directly by PELUM Uganda according to her policies. The total amount to be paid to the individual or law firm shall be agreed upon in advance and reflected in the agreement and subject to applicable statutory deductions.
7.0 Profile of the Firm/individual
The following will be expected of the consultant:
a. A reliable and effective advocate/law firm with extensive experience in facilitating governance processes and a proven record in developing professional results.
b. Experience with NGO-related assignments and ability/commitment to meet agreed deadlines.
c. Broad knowledge and experience in NGO governance practices, laws, policies, and processes.
d. The ideal advocate/law firm will have a minimum of 5 years of relevant experience in corporate legal and governance matters.
e. Advocate/law firm must include CVs of person/s who will carry out the assignment
f. A deep understanding of corporate governance principles, legal and regulatory requirements, and administrative processes.
g. Good communication and written skills especially minute taking
h. Vast experience in contract formulation and review and risk management.
8.0 Submission of proposals & deadlines
Interested candidates should submit their technical and financial proposals addressed to:
The Country Coordinator,
PELUM Uganda
Plot 37/37A, Martyrs Way Ntinda, P.O Box, 35804, Kampala.
Email: pelumuganda@pelumuganda.org, josephineakia@pelumuganda.org.
The deadline for submission is 5:00 pm EAT on Friday 2nd May 2025.
Please Note that;
• We aim to fill this vacancy as quickly as possible and as such the advert shall close as soon as we have found the right candidate, and this may be before the published closing date. We would therefore advise interested applicants to apply as early as possible.
• Only online applications will be accepted.
• Only short-listed candidates will be contacted.
• All interested candidates irrespective of age, gender, race, religion, sexual orientation, abilities or ethnic affiliation are encouraged to apply for the vacancy.
• PELUM Uganda is fully committed to the safety and wellbeing of children and vulnerable adults, and all PELUM Uganda services are aligned to the PELUM Uganda Safeguarding Policy geared towards keeping Children and Vulnerable Adults free from acts of abuse, neglect and exploitation. In this regard, applicants confirm that they have understood their personal responsibility to protect the Children and Adults that may be vulnerable to any form of abuse and exploitation. Applicants also confirm that they have no criminal prosecution or other negative record related to any form of abuse or exploitation of Children and Vulnerable Adults and give consent to PELUM Uganda to conduct any background checks on the subject during the recruitment process, as may be deemed necessary.
1.0 Background
Since 1995, Participatory Ecological Land Use Management (PELUM) Uganda has been working to improve the livelihoods of small-scale farmers and the sustainability of rural communities, through the fostering of ecological land use management.
PELUM shares skills and knowledge about good practices and techniques, through a broad network of like-minded organizations; undertake research and demonstration projects; and advocate for policies that better support small-scale farmers.
PELUM Uganda is part of a 12-country strong association of civil society organizations in Eastern, Central, and Southern Africa.
PELUM Uganda has grown to a 73-member strong network of like-minded agricultural NGOs operating in over 112 districts of Uganda and reaching approximately 3,000,000 smallholder farmers, 60% of whom are women. PELUM Uganda promotes agricultural systems that address food security, increase incomes, enhance environmental sustainability, and operating in an enabling policy environment.
As a membership network, PELUM Uganda operates through a Secretariat which is governed by a Country Board overseeing all governance and operational aspects and mandated to report to the Country Working Group comprised of all member organizations.
The Country Board is elected by eligible members in a Triennial General Meeting which is the Supreme Governing body of PELUM Uganda also constituted by Member Organizations and conducted in accordance with the constitutional provisions on voting rights and eligibility.
We are therefore seeking the expertise of qualified individuals/firms to operate as a legal and Company Secretary for PELUM Uganda.
2.0 Objectives of the assignment
The overall objective of the assignment is to ensure that PELUM Uganda adheres to the relevant corporate governance practices through giving support to the Country Board related operations and guidance on governance best practices and legal matters.
2.1 Specific objectives include;
a. Ensuring that PELUM Uganda complies with the relevant laws, rules & regulations of corporate governance and best practices.
b. Providing legal and governance support to the PELUM Uganda Country Board including but not limited to resolution filing, attend training courses in their relevant areas to mention but a few.
3.0 Tasks of the Consultant
The consultant is expected to do the following tasks:
a. Maintaining and periodically updating PELUM Uganda statutory registry of its membership.
b. Ensuring legal compliance of PELUM Uganda to all legal and regulatory obligations as stipulated in the NGO Act and other applicable laws.
c. Planning and executing PELUM Uganda Governance meetings (Country Working Group, Triennial General Meetings and Country Board meetings) including preparing meeting agendas, taking minutes, relevant correspondences where required and providing legal guidance during the meetings.
d. Act as the custodian of PELUM Uganda’s corporate governance and provide oversight on corporate governance matters when necessary.
e. Provide technical guidance to the Board of Directors on matters of corporate governance and their duties as directors.
f. Provide legal counsel to the Board and senior management on all corporate governance issues and on compliance with governance on statutory and regulatory requirements.
g. Furnishing the annual returns and forms according to URSB and NGO Act.
h. Review and maintain record of corporate documents, donor contracts and ensure their safe custody.
i. Participate in identifying and managing corporate risks, ensuring that the company has adequate risk management practices in relation to corporate governance.
j. Support in ensuring effective communication between stakeholders, authorities, and the government while upholding the value of intellectual property of PELUM Uganda.
k. Support in overseeing Country Board succession and transition processes including nominations, vetting, and elections.
l. Support PELUM Uganda in the formulation and or review of relevant policies.
m. Ensure that Board papers for meetings are prepared and distributed reasonably ahead of time of the relevant Board meetings.
n. Support the Board Chair and CEO to ensure all Board members are appropriately trained on Governance and other skills for effective execution of their fiduciary duties.
o. Ensure that all Board action points are tracked, followed up and executed by the responsible parties and where necessary provide and or maintain evidence of closure.
p. Act as the legal representative of PELUM Uganda in dispute resolution including litigation, arbitration, mediation and any legal proceedings the company is involved in.
q. Ensure that the company complies with all applicable laws and regulations, including corporate, labor, environmental, and tax laws.
r. Reviews, drafts, and negotiate contracts and agreements to protect the company’s interests.
4.0 Time frame
These company secretary services will be for a period of 3 years unless terminated earlier in accordance with the engagement agreement.
5.0 Contract
The selected law firm and or individual will enter into a retainer agreement with PELUM Uganda before the assignment commences, where all terms and conditions for the services will be agreed upon.
6.0 Conditions of Payment
The service fees shall be inclusive of professional fees while the administrative costs will be paid directly by PELUM Uganda according to her policies. The total amount to be paid to the individual or law firm shall be agreed upon in advance and reflected in the agreement and subject to applicable statutory deductions.
7.0 Profile of the Firm/individual
The following will be expected of the consultant:
a. A reliable and effective advocate/law firm with extensive experience in facilitating governance processes and a proven record in developing professional results.
b. Experience with NGO-related assignments and ability/commitment to meet agreed deadlines.
c. Broad knowledge and experience in NGO governance practices, laws, policies, and processes.
d. The ideal advocate/law firm will have a minimum of 5 years of relevant experience in corporate legal and governance matters.
e. Advocate/law firm must include CVs of person/s who will carry out the assignment
f. A deep understanding of corporate governance principles, legal and regulatory requirements, and administrative processes.
g. Good communication and written skills especially minute taking
h. Vast experience in contract formulation and review and risk management.
8.0 Submission of proposals & deadlines
Interested candidates should submit their technical and financial proposals addressed to:
The Country Coordinator,
PELUM Uganda
Plot 37/37A, Martyrs Way Ntinda, P.O Box, 35804, Kampala.
Email: pelumuganda@pelumuganda.org, josephineakia@pelumuganda.org.
The deadline for submission is 5:00 pm EAT on Friday 2nd May 2025.
Please Note that;
• We aim to fill this vacancy as quickly as possible and as such the advert shall close as soon as we have found the right candidate, and this may be before the published closing date. We would therefore advise interested applicants to apply as early as possible.
• Only online applications will be accepted.
• Only short-listed candidates will be contacted.
• All interested candidates irrespective of age, gender, race, religion, sexual orientation, abilities or ethnic affiliation are encouraged to apply for the vacancy.
• PELUM Uganda is fully committed to the safety and wellbeing of children and vulnerable adults, and all PELUM Uganda services are aligned to the PELUM Uganda Safeguarding Policy geared towards keeping Children and Vulnerable Adults free from acts of abuse, neglect and exploitation. In this regard, applicants confirm that they have understood their personal responsibility to protect the Children and Adults that may be vulnerable to any form of abuse and exploitation. Applicants also confirm that they have no criminal prosecution or other negative record related to any form of abuse or exploitation of Children and Vulnerable Adults and give consent to PELUM Uganda to conduct any background checks on the subject during the recruitment process, as may be deemed necessary.
Job Info
Job Category:
Tenders in Uganda
Job Type:
Full-time
Deadline of this Job: Friday 2nd May 2025
Duty Station: Martyrs Way Ntinda, Kampala
Posted:
23-04-2025
No of Jobs:
1
Start Publishing:
23-04-2025
Stop Publishing (Put date of 2030):
23-04-2067
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