REPUBLIC OF SOMALILAND

CONSTITUTION OF LAND

TRAVEL SERVICE

COMPANYHEAD QUATER:- Hargeisa

REPUBLIC OF SOMALILAND LAND TRAVEL SERVICE COMPANY.

Article 1.Name Of The Company.

The name of the Company is LAND TRAVEL SERVICE COMPANY.

Article 2.Head Quarter.

The head quarter of the company is the Hargeisa, but the company has other branches, representative and agents in other regions.

Article 3.The Emblem of the company is:-

Emblem of the Company is. ………………

Article 4:- Objectives of the Company.

Collecting the garbage of the city general To enhance the hygiene of the city Make consultation toward the ways the hygiene of the city could be

enhanced To invest the ways that the hygiene of the city could be up graded

Article 5.The Capital Of the Company

The capital of the company is $10,000.Article 6.Share Holders and Board of Directors Of The Company;

1- the shareholders and board of directors are as flows;-1- Abdi Salan Ismail Nuur…………… 50%.....................................2- Mohamed Yousuf Omar.………. 50%.....................................

Article 7.Type of the Company.

The liability of the company is limited, it is private L.T.D.

Article 8.Authority of the Chairman.

- Chairman is the holder ship of the company.- Chairman is the higher authority of the company.- Chairman is the manager of the company.- Chairman will nominate every employee.- Chairman will sign every contractor with other international

company.- Coordinates the daily activities of the company according to the

policy and procedures of the company

Article 10.Responsibility of the Director.

Assist the chairman in fulfilling his responsibilities. Represents the chairman in his absence for business, or medical

reasons, or any other justifiable reason. Responsible for any other responsibility the chairman delegates to

the vice chairman and movement daily operations.

Article 11.

Executive Board.

Executives Board is as flows:-1- Mohamed Yousuf Dahir Chairman.....................................2- Mohamed Jama Hassan Vice Chairman ...................................3- Nassir Omar Hassan n Member ……………………….4- Osman Muxumed warsame Member ………………………..5- Husein Hassan Ismail Member ………………………………….6- A/qani Jirde Cilmi Member …………………………………. 7- A/rahman Nuur A/Lahi Member ………………………………

Article 12.Loss of company membership

The member my lose membership if he dies and will be replaced by inheritance.

He may lose membership by his own personal decision. If the members commits felonies against the goals and objectives of

the company.

Article 13: Membership of the companyThe membership of the company shall be decided by the Board of Directors when the applicant is qualified for admission, the required shares must be paid in full.

Article 14: Foreign Investors1. According to the country Foreign Investment Law, foreign investors are

encouraged to come to the country with open hands for investment.

2. B.S.C. charter also permits Joint-Venture (JV) commitments with the foreign investors who are interested to make capital investment in Somaliland. Should the Board deem viable and profitable in the best of company interests.

3. All the international joint-venture business agreement would be implemented when the concerned parties signed a legally binding agreement obliging certain conditions and or responsibilities to all concerned parties.

Article 15: Shareholder CertificateThe company BOD would design a shareholder certificate that every shareholder should be given for recognition.Article 16: External Audit1. The company would hire an external audit that reviews the overall financial

procedures and legality of payment at the end of every year.

2. They would present final report concerning the overall financial systems and procedures of the company and how the obligated budget has been disbursed.

3. The audit report should be distributed to the shareholders.

Article 167 The Accounting System of the Company 1. The accounting system of the company is double entry system.

2. The financial year of the company ends December 31st and begins January 1st

3. All the company accounts are closed on the December 31st and financial statements are prepared.

Article 18: The systems of the company accounts1. A qualified accountant should be responsible for keeping all the books of

accounts and preparing the financial statements.

2. All the financial statements should be prepared at the end of the financial year.

3. The accountant would also protect the counterfoils and all the necessary records of evidence.

Article 19: The cash management procedure1. The company should hire a qualified financial officer.

2. The financial officer receives all the cash receipts and records in the cashbook and keeps in the safe.

3. He/she transfers and deposits all the cash in the bank on daily basis.

4. The financial officer withdraws any money with a check signed by the Executive Director or the Finance Director and the accountant.

Article 20: The secretary of the Company

1. The BOD of Directors, the Chairman and the Executive Director(s) would have a secretary.

2. The secretary would be appointed by the Executive Director.

3. The secretary would take the minutes of the meetings and responsible for the filling system of the office.

4. The secretary is responsible for printing all the documents and proper filing systems that must be kept up to date accordingly.

Article 21: Founders Rights and Responsibilities

1. The Founders have the maximum power and authority of the company affairs.

2. The Founders are the top policy decision makers of the company.

3. The Founders are also in the Board of Directors of the company.

4. The Founders are the persons who established (Founded) the company.

Article 22: The Death of the Shareholder

1. If a Shareholder died his/her share and other rights would be transferred to the next of kin as stated by the Islamic Sharia law.

2. The next of kin has the right to continue the membership or can quit.

Article 23: The Principal rights of the Shareholders

The basic principle rights are as follows:1. The rights to share for the distribution of earnings (dividends).

2. Right to maintain their shares and buy any additional number of stocks issued by the corporation.

3. The right to keep or withdraw his share after the completion of investment period.

4. The right to share the assets upon liquidation.

5. The right to receive a copy of the company annual reports.

Article 24: Share capital

The share capital can be increased either by issue of new shares or by increasing the par-value of the existing shares.

Article 25: Sale of Shares

The sale of shares are only restricted to the shareholders and CANNOT be transferred to another person until the decision of the Board (BOD) is obtained.

Article 26: Employment opportunity

1. All employment positions of the company should be based on equal employment opportunity and all vacancies will be advertised.

2. Vacancies/Jobs of the company are open to all Somalilanders who meet the job criteria.

Article 27: Employment PoliciesThe recruitment policies of the company are as follows:1. Job advertisement

2. Job applications

3. Qualifications

4. Experience

5. Written examinations

6. Interviews

7. Personal references

8. Employment contract

9. On the job training

10. Probation period

Article 28: DismissalEmployees can be dismissed from their post/job because of (in any case it should be decided in accordance and within the framework official HR policy- code of conduct

that clearly defines rights, entertainments and all other essential requirements for that matter):1. Deceit / Deception 2. Inability to perform work / Tasks3. Resignation

Article 29: Annual ReportsThere will be an annual report covering the overall activities of the company past operations, this report will be prepared by the Executive Director(s) and reviewed by the Board of Directors for the submission to the shareholders annual meeting.

Article 30. Power and Functions of the Chairman1. The Chairman is the head of the Board of Directors.

2. He chairs the board meetings.

3. He approves all the business commitments with the Executive Directors

4. He initiates all the business plans and coordinates.

5. He initiates all the company meetings with the suggestion of the Executive Directors.

6. He makes the international business contacts on behalf of the company.

7. He would propose the nomination of the department directors to the Board of Directors for approval.

Article 31: Arbitration of the disputesThe disputes between the shareholders would be settled by following current commercial procedures and the national constitution of the State (Somaliland) or Islamic Sharia law.

Article 32: LiquidationIf any circumstance arise that forces the company to liquidate all its assets, all creditors are first to be paid and the shareholders after all expenses have been cleared out.

Article 33: The duties and responsibilities of the Executive Director(s)

1. The Executive Director is the head of the department directors.

2. He coordinates the work activities of all the departments.

3. He plans, organizes, directs and controls all the managerial activities of the department.

4. He signs the company disbursements with the approval of the Board.

5. He controls all the payment procedures and other transfers of the funds.

6. He prepares the company expenditure budget with the appropriate department and reviews with the Finance director before the approval of the board

7. He prepares the company situational report on yearly basis and semi-annual if needed and submits to the chairman and the board of directors.

8. The executive director initiates departmental meetings at anytime or when needed.

9. All the company financial systems and procedures would be reviewed by the executive director for control purpose.

10. The policies of sales and marketing promotions would be prepared by the executive director and reviewed by the Chairman.

11. All payments are signed by the executive director or the Finance Director with the accountant.

12. Any other duties as and when it may arise or considered by the board as necessary.

Article 34: Land ownership of the companyThe company would have a property of land anywhere it sees fit for animal breeding, animal feedlot and holding grounds.

Article 35: TaxationThe corporation as a law is subject to income tax when its earnings are shown on the balance sheet.

Article 36: The Company Charter1. The company (L.T.S.) has the authority to engage import/export transaction as

well the right to enter a contract of Joint/Venture and related projects with any prospective foreign investor.

2. The company will enter Joint/Venture projects in accordance to the Foreign Investment Law and will harmonize the contract on the basis of that law.

Article 37: Code of Practice1. The company Secrecy should not be disclosed to outsiders.

2. All members of the Board of Directors of B.S.C should agree on consent that they will abide by the code of practice of the company.

3. The company objectives should not be put into jeopardy on purpose.

4. No Board of Director member of B.S.C. should be a member simultaneously of a rival organization.

5. Penalties will be levied if the Board of Director member breaches the company’s code of practice

Article 3: The effectiveness of the company (L.T.S.) constitution1. Any amendment or additional article can only be approved by the current of the

shareholders or founders and finally will be ruled by the Board of Directors.

2. The Article of Association (the Company Constitution) of this company is purely confined to the application of the L.T.S. (LAND TRAVEL SERVICE Company) policies and is effective on the date signed by the Founders.

Article 38: The application of this lawThis law will be implied by the time approved and signed by the Founders.

Article 39: The company FoundersWe, the company Founders whose names and addresses are listed below are desirous of being formed into a company:

Name and responsibilities Signatures

1- Mohamed Yousuf Dahir Chairman...........................................

2- MOHAMED JAMA HASSAN VICE Chairman...................................

3- NASSIR OMAR HASSAN MEMBER ………………………………

4- HUSEIN HASSAN ISMAIL MEMBER ………………………

5- A/QANI JIRDE CILMI MEMBER …………………………………

6- OSMAN MUHUMED WARSAME MEMBER ………………….

7- A/RAHMAN NUUR A/LAHI MEMBER ………………………

Article 13Administration Procedure.

The Company’s job description is going on as chairman and employee; all the Employees of the Company are under the control of the chairman, the chairman will issue grades of the employee and he also authorizes number of the employees.

Article 14.Management Structure of the Company. The Company is Structures in following System.

1- Chairman and2- Director.

Article 15.Workers of the Company.

The Company will employ every Somali-Lander there is a vacancy Position and the Company and every one most fulfill the Conditions needed in the Position.

Article 16.Termination Of Employment.Any member of the Company employee will be fired if one the below conditions in met.

- Fraud- Inability of his/her work- Voluntarily leaving.

Article 17.Shares Of The Company.

The shareholders will determine how many shares are needed to sell.

Article 18.Cashier and Accountant.

Chairman and Director Will nominates accountant of the Company and cashier, the accountant will follow under of the chairman and he should give to him every information about budget of the Company.

Article 19.Bankruptcy

If the company is faced bankruptcy, the asset will not be divided, unless it will pay the liability of the company.

{AbdiSalan Ismail Nour }Chairman of BILICSAN Company.

JAMHUURIYADDA SOMALILAND

XEERKA SHIRKADDA MAGACEEDU YAHAY LAND

TRAVEL SERVICE COMPANY

HEADQUATER:- Hargeisa

JAMHUURIYADDA SOMALILANDXEERKA SHIRKADA MAGACEEDU YAHAY BILICSAN

COMPANY.

Qodobka 1aad.Magaca Shirkadda.

Magaca Shirkada waa LAND TRAVEL SERVICE COMPANY.

Qodobka 2aad.Xarunta Shirkadda.

Xarunta shirkadani waxay Noqoneysaa Magaaladda Hargeysa. Waxna laamo ku yeelaysaa goboladda dalka haddii ay u baahato.

Qodobka 3aad.Astaanta.

Astaanta ama Calaamadu waa………………….

Qodobka 4aad.Ujeedada Loo Abuuray Shirkada.

In ay ka ururuiso qashinka magaalada dhexdeeda In ay ka shaqeyso bilicda iyo nadaafada guud ee caasimada In ay u abuurto nidaam lagu joogtaynayo qaadista qashinka N ay bixiyo talooyin kor loogu qaadayo bilicda caasimda In ay maalgalin ku sameyso kor u qadida bilicda caasimda

Qodobka 5aad.Hantida.

Hantida waa shirkaddu waa $10,000.

Qodobka 6aad.Saamilayda Shirkadda.

1- Cabdi salan Ismaaciil Nuur………..50%.....................................2- Maxamed Yuusuf Cumar ……………50%........................................

Qodobka 7aad.Nooca Shirkada.

Waa private Shirkaddani way xadidan tahay, shirkaduna waa mid gaar ah oo (LT.D).

Qodobka 8aad.Awooda Guddoomiyaha.

Guddoomiyuhu waa Guddoomiyaha Shirkaddan. Guddoomiyuhu waa awooda ugu sameysa. Guddoomiyuhu waa maamulaha guud. Guddoomiyaha ayaa magacaabaya dhamaan Shagaalaha. Guddoomiyaha ayaa saxeexay wixii heshiisyo ah ee lala galaayo

Shirkadaha kale ama maraakibta. Wuxuu xidhiidhinayaa shaqo maalmeedka, marka loo eego

siyaasadda iyo hab raaca. In uu Gudoomiye waligii inta uu noolyahay ee ay shirkaddu jirto

uu xilka haynaayo , iyadoo gudoomiyaha arintaa looga dhigay abaal guud iyo maamuus markki la eegay qodabdan

Gudoomiyuhu waa ninkii hindisay ama ikhtiraacay in shrkaddan la sameeyo

Gudoomiyuhu waxa uu awood u leeyahay Dhamman shaqada maamuulka iyo maaraynta shirkadda hortiina lama furo dabadiina xidho.

Qodobka 9aad.Awooda G/KUXIGEENKA

Gudoomiye ku xgenku malaha wax awood ah oo la sheego marka laga yimaado wixii u gudoomiyuhu awood u siiyo ee uu qoraal ku helo in uu waxaa awod fulinteeda u leeyahay.

Guddoomiyaha ayuu ka caawinayaa hawlaha xafiiskani. Xilka ayuu ku sii simayaa guddoomiyaha, marka uu ka maqan

yahay, ama sababo caafimaad oo maaquul ah kala maqan yahay. Waxa uu qabanayaa hawlaha uu u igmaddo guddoomiyuhu iyo

socodsiintay hawl maalmeedka shirkadda.

Qodobka 10aad Waayida Xubinadda.

Xubinimadda waxaa lagu waayi karaa, geeri ku timaada xubinta, waxaana badalaya dhaxlayaashiisa.

Haddii uu xubintu iskeed uga tagto. Haddii uu galo dembi weyn oo ka hor jeeda ujeeddoyinka loo

asaasay.

Qodobka11aad.Nidaamka Maamulka.

Shaqada Shirkadani waxaa wadaya Guddoomiyaha, dhamaan shaqaalaha Shirkaddu waxa ay hoos imanayaan Guddoomiyaha, Guddoomiyaha ayaa soo saaraya dalacaada shaqaalaha, Guddoomiyuhu ayaana fulinaya hawshaasi ogolaanayana tirada shaqaalaha.

Qodobka 12aad.Shaqaalaha

Shirkadan waxaa ka shaqeyn kara dhamaan Muwaadiniinta u dhashay Jamhuuriyadda Somaliland, ee soo codsaday Booska ka banaan, iyo qof kasta oo buuxiya shuruudaha looga baahan yahay.

Qodobka 13aad.Waayida Xubinta shagaale-nimada.

Qof kasta oo ka mid ah Shaqaalaha waxaa uu ku waayi karaa Xubinnimadiisa sidan hoos ku qoran:-

- Khiyaamo.- Qof wadi kari waaya shaqada iyo- Qofka iskii iskaga taga shaqada.

Qodobka 14aad.Qaab Dhismeedka Maamulka Shirkadda.

Qaab dhismeedka shirkaddu waxaa uu noqonayaa sidan:-

- Guddoomiye- G/ ku Xigeenka - Xoghayaha shirkadda - Fulinta shirkada - Xubnaha shirkadda

Qodobka 15aad.Khasnajiga iyo Xisaabiyaha.

Guddomiyaha iyo Agaasimaha ayaa magacaabaya xisaabiyaha iyo Khasnajiga, xisaabiyaha waxaa uu siinayaa warbixin ku saabsan Miisaaniyadda Guddoomiyaha iyo Xubnaha kale,.

Qodobka 16aad.Iibinta Saamiga Shirkadda.

Waxaa kolba Go’aaminaya Xubnaha Saamilayda Shirkadda kolba inta Saami ee ay Iibinayaan ama ay u baahan yihiin.

Qodobka 17aad.Guddiga Fulinta.

Guddiga fulinta waa sidan hoos ku qoran:-

1- Maxamed Yuusuf Daahir ….. Guddoomiye.....................................2- Maxamed Jaamac xasan G/ku Xigeenka

Shirkadda ................................3- Naasir Cumar Xasan Xubin

………………………………………………….4- Cisman Muxumed Warsame xubin

………………………………………………………..5- Xuseen Xasan Ismaaciil Xubin

……………………………………………………6- C/Qani Jirde Cilmi Xubin

………………………………………………….7- C/raxmaan Nuur C/laahi Xubin

…………………………………………………….

Qodobka 18aad.Kicida Shirkadda.

Haddii ay la soo gudboonato kicid (salafid) hantida ay shirkadani leedahay lama qaybsan doono ilaa laga bixiyo wixii deyn ah ee lagu leeyahay.

Allaa Mahad Leh.

(Maxamed Yuusuf Daahir)

Gudoomiyaha Shirkadda LAND TRAVEL SERVICE COMPANY