(i)

This prototype constitution is for guidance only. However, whatever Constitution an NGO may
adopt, should in principle provide sufficiently for Management and Structure, Accountability and
Transparency in its operations. Such a constitution must embody the prescriptions of the Second
Schedule of the Non-Governmental Organization Regulations, 1992. Further please note to
include the mandatory clauses as marked out in this prototype.

(ii)
1.0 PART 1
NAME
1.1 Name of the Organization ------------------------------------------------------------

2.0 PARTII OBJECTIVES

2.1 Main Objective -------------------------------------------------------------------------
2.2 Specific Objective ----------------------------------------------------------------------

3.0 PART III MEMBERSHIP & GOVERNANCE 2

3.1 Membership -----------------------------------------------------------------------
3.2 Number of Board Members ------------------------------------------------------
3.3 The Management of the Board ------------------------------------------------------
3.4 First Appointment to the Board ------------------------------------------------------
3.5 Other Appointment to the Board ----------------------------------------------------
3.6 Alternates ---------------------------------------------------------------------------
3.7 Office Bearers --------------------------------------------------------------------------
3.8 Duties of the Office Bearers and Officials -----------------------------------------
3.9 Removal of Board Members Other than Officials --------------------------

4.0 PART IV MEETINGANDQUORUMS 6

4.1 Proceedings of the Board -------------------------------------------------------------
4.2 Calling of Meetings ------------------------------------------------------------
(a) Normal Meetings -----------------------------------------------------------------------
(b) Requisitioned Meetings ---------------------------------------------------------------
4.3 Formation of Committees -----------------------------------------------------------
4.4 Disqualification of Members of the Board ----------------------------------------
4.5 General Meetings ---------------------------------------------------------------------
4.6 Manner of convening Extra Ordinary General Meetings ------------------------
4.7 Notice of General Meetings ---------------------------------------------------------
4.8 Proceedings at General Meetings---------------------------------------------------
4.9 Voting at General Meetings ---------------------------------------------------------
4.10 Corporations or Association Acting by Representatives at Meetings ---------

5.0 PARTY FUNDSAND RESOURCE UTILIZATION 10

5.1 Application of Funds and Assets ----------------------------------------------------

5.2 Disclosure of Interest in Contracts --------------------------------------------------
5.3 Disposal of Residual Assets on Winding up or Dissolution ---------------------
5.4 Indemnity of Board Members -------------------------------------------------------
5.5 Members Contribution of Assets on Winding up ---------------------------------
5.6 Accounts --------------------------------------------------------------------------------
5.7 Auditors ---------------------------------------------------------------------------------
5.8 Arbitration Clause----------------------------------------------------------------------
5.9 Inspection of books of Accounts and List of Members ---------------------------
5.10 Financial Year ------------------------------------------------------------------------

6.0 PART VI AMENDMENTS TOTHE CONSTITUTION 14

6.1 Amendments ---------------------------------------------------------------------------

7.0 PART VIII DISSOLUTIONANDDISPOSALOFPROPERTY 15

7.1 Dissolution -----------------------------------------------------------------------------
1.0 PARTI-NAME

2.0 ARTICLE I:NAME

The name of the organization is ………………. (hereinafter referred to as the

“The Organisation”).

2.0 PART II: OBJECTIVES

2:1 ARTICLES II: MAIN OBJECTIVES

The general objective should state in broad terms the totality of the purposes for which the
Organisation is being formed. The benefit that the NGO seeks to provide (e.g health) and the
needy population being targeted (e.g. poor women) should be stated here.

2:2 ARTICLE III: SPECIFIC OBJECTIVES

Specific Objectives should state the specific means which the organization shall use to
accomplish the Main Objective

3.0 PART III: MEMBERSHIPAND GOVERNANCE

3:1 ARTICLE IV: MEMBERSHIP

The subscribers to this constitution and such other persons or organizations as the Board of
organization may from time to time admit to membership, the membership being not less than 9
persons shall be members of the organization, provided that a members shall cease to be a
member if:

i) He gives one month notice in writing to the Board of their intention to resign from
membership. Upon the expiry of such notice he shall cease to be a member but his
liability to contribute to the funds of the organization in the event of its being wound
up or dissolve shall continue for one year from the expiry of such notice.

ii) If he is removed from membership by the vote of not less than two-thirds of the
members of the Organization at an Extraordinary General Meeting of the Organization
specially convened and at which he has been given a reasonable opportunity of
attending and being heard.

(Define different types of membership where applicable)

3:2 ARTICLE V: NUMBER OF BOARD MEMBERS

Until otherwise varied by a special resolution passed at a general meeting, the Board shall
consist of the honorary posts of Chairman, Secretary and Treasurer; provided that the Chief
Executive may serve as the Secretary, and even where the Chief Executive shall not be the
Secretary, he shall be a member of the Board ex-officio. The Board shall be the policy-making
organ of the Organization. The minimum number of the Board Members shall be three while
the maximum shall be………….(provide an odd number not exceeding 11)
3:3 ARTICLE VI: THE MANAGEMENT STRUCTURE

There shall be the office of the Chief Executive Officer who shall be the head of the
Secretariat

The day-to-day affairs of the Organisation shall be managed by the Chief Executive Officer
who shall be in charge of the organization’s affairs. The Management may pay all expenses
incurred in setting up and registering the organisation and may exercise such powers of the
Organisation as are not required by this constitution to be exercised by a General Meeting, to
achieve the objectives of the Organisation. No regulations made by the Organisation in a
General Meeting, shall invalidate any prior act of the management which would have been
valid if such regulations had not been made

The Chief Executive Officer shall be responsible to the General Meeting and the
Board of Directors. He shall be an employee of the Organisation and his office shall
fall under the Secretariat whose terms of service shall be determined by the Board.
He shall interalia;

a) Represent and act on behalf of the organization generally

b) Do all such acts as may be necessary for the efficient running of the organizations
affairs;
c) Keep full complete, and up-to date record of the organization’s affairs;

3:4 : ARTICLE VII: FIRST APPOINTMENT TO THE BOARD

The interim members to the Board shall be appointed in writing by the subscribers to this
constitution and shall include three persons who shall act respectively as the chairman
secretary and Treasurer of the organization; until the conclusion of the first Annual general
meeting when a substantive Board shall be appointed to serve for a period of 3 years.
Provided that a member of the Board shall be a member of the organization.

3:5 ARTICLE VIII: OTHER APPOINTMENTS TO THE BOARD

The Board may from time to time and at any time appoint any member of the organization,
in case of vacancy, or by way of addition, to the board; provided that the prescribed
maximum is not thereby exceeded and provided also that the proposal to appoint any new
member of the board under this section shall be set out in a formal resolution forming part
of the notice convening the Board meeting.

3:6 ARTICLE IX: ALTERNATES

Any member of the Board may appoint another member to be his alternate to act in his place
at any meetings of the Board at which he is unable to be present. Such appointees shall be
entitled to exercise all the rights and powers of a member of the Board and, where they are
members of the Board, shall have a separate vote on behalf of their appointers in addition to
their own votes. A member of the Board may, at any time, revoke the appointment of an
alternate appointed by him. The appointment of an alternate shall be revoked ipso facto, if
his appointer ceases to be a member of the Board. Every appointment and revocation under
this paragraph shall be effected by notice in writing under the hand of the appointer served
on the Organisation and such alternate.

3:7 ARTICLE X: OFFICE BEARERS

 The organisation shall at the Annual General Meeting in each year elect from its members
its Chairman, Vice chairman and Treasurer. The above officials shall hold office until the
next Annual General Meeting following that at which they were elected when they shall
retire but shall be eligible for re election. If the Chairman, during his term of office, should
cease to be a member of the Organization, resign from office or die, the directors shall elect
one of their members to hold office until the next Annual General Meeting when a new
Chairman shall be elected. The same procedure shall apply to the secretary and Treasurer.

3:8 ARTICLE VII: DUTIES OF OFFICE BEARERS/OFFICIALS

The chairperson shall chair all meetings of the Board and all general meetings. he shall
provide general guidelines related to the affairs of the organization. In his
absence the Vice-chairman shall chair the meeting.

The Secretary shall;

a) Keep minutes of the meetings of the Board of Directors and the General Meetings
b) Carry out all correspondence and publicity on behalf of the Organization.
c) Arrange for meetings of the organization on instructions of the Board of Directors, in
d) Special circumstances, on the instructions of General Meetings

The Treasurer shall in general ensure that proper accounting procedures are
adhered to, and shall;

a) Keep on a proper accounting basis all the financial records of the Organization;
b) Open a bank account on the advice of the Board and ensure that all drawings from the
account are countersigned either by the Chief Executive or his deputy;
c) Provide reports on the financial statement of the Organization and audited accounts to the
general meeting.

3:9 ARTICLE XII: REMOVAL OF BOARD MEMBERS

The Board may by two-third resolution remove any member of their body from office, but if
such a member should be aggrieved at his removal he may appeal to a General meeting to be
called for this purpose. In the meantime, he shall cease to act as a member of the Board and to
hold any other office under the Organization, and members for the time being of the board
may act not withstanding any vacancy in their body; provided always that in case the
members of the Board shall at any time be reduced in number to less than the minimum
number prescribed by this constitution, that numbers shall be the quorum for the purpose of
filling up vacancies in their body and of summoning a General Meeting, but not for any other
purpose. Provided also that the Board may co-opt any person to advise the Board in any
capacity which the Board shall think fit.

4.0 PART IV: MEETING AND QUORUMS

4:1 ARTICLE XIII: PROCEEDINGS OF THE BOARD

The Board may meet for the dispatch of business, adjourn and otherwise regulate their meetings
as they think fit. The quorum necessary for the transaction of business shall be not less than half
the number of members of the Board for the time being. Questions arising at any meeting shall be
decided by a majority of votes. In case of any equality of votes the chairman shall have a casting
or second vote.
4:2 ARTICLE X1V: CALLINGOFMEETINGS

(a) Normal Meetings

All normal meetings of the Board shall be summoned by the Secretary, acting in
consultation with the Chairman, by giving at least 15 days notice
accompanied by the proposed agenda.

(b) Requisitioned Meetings

A member of the Board may request for a meeting, and on the request of at
least two (2) members of the Board, the Secretary shall at any time summon
a meeting of the Board by at least twenty one days of notice served upon
the several members of the Board, with an indication of the proposed agenda.

4:3 ARTICLE XV: FORMATION OF COMMITIEE

1. The Board may delegate any of their powers to Committees consisting of such members of the
board as they think fit, and any Committee so formed shall, in the exercise of the powers
delegated, conform to any regulations prescribed by the Board. The meetings and proceedings
of any such Committee shall be governed by the provisions of this constitution for the time
being regulating the meetings and proceedings of the Board so far as applicable and so far as
the same shall not be superseded by any rules made by the Board

2. .All acts bona fide done by any meeting of the Board or of any Committee of the Board or by
any person acting as a member of the board, shall, notwithstanding that it be afterwards
discovered that there was some defect in the appointment or continuance in office of any such
member or person acting as aforesaid that they or any of them were disqualified, be as valid as
if every such person had been duly appointed or had duly continued in office and was
qualified to be a member of the Board.

3. A resolution in writing signed by not less than two thirds of the members for the time being of
the board of any Committee of the Board who are duly entitled to receive notice of a meeting
of the board or of such Committees shall be as valid and effectual as if it had been passed at a
meeting of the Board or of such committed duly convened and constituted.

4:4 ARTICLE XVI: DISQUALLIFICATION OF MEMBERS OF THE BOARD

The office of a member of the board shall be vacated:

i.) If a receiving order is made against him or he makes an arrangement or composition with
his creditors;

ii.) If he becomes of unsound mind;

iii.) If he fails to attend the meetings of the Board for a period of six months, except by special
leave of the Board;

iv.) If by notice in writing to the organization he resigns his office;

v.) If he is removed from office by a resolution duly passed under this constitution.
 vi.) If he is removed from membership of the Organization pursuant to a resolution of the
Organization.

4:5 ARTICIE XVII: GENERAL MEETINGS

1. The organization shall in each year hold a General Meeting as the Annual General
Meeting, in addition to any other meetings in that year, and shall specify the meeting as
such in the notice calling it. Not more than fifteen months shall elapse between the date of
one Annual General Meeting of the Organization and that of the next. The Annual General
Meeting shall be held at such time and place as the Board shall appoint.

2. The Annual General Meeting shall be called Ordinary General Meeting and all other
general shall be called Extraordinary General Meetings.

4:6 ARTICLE XVIII: MANNER OF CONVENING EXTRA ORDINARY GENERAL

MEETINGS

1. The Board may, whenever it thinks fit, convene an extraordinary general meeting;
2. The Board shall also, on the requisition of not less than one -third of the members of the
organization, proceed to convene an extraordinary General Meeting, provided that the
requisition must state the objects of the meeting and must be signed by the requisitionists
and deposited at the office.

4:7 ARTICLE XIX: NOTICE OF GENERAL MEETINGS

Twenty one (21) days’ notice at least (exclusive of the day on which the notice is served or
deemed to be served and of the day for which it is given), specifying the place, the day and the
hour meeting of the organization shall, notwithstanding that it is called by shorter notice than that
specified in the constitution, be deemed to have been duly called if it is so agreed by all the
members entitled to attend and vote provided also that the accidental omission to give notice to or
the non-receipt of notice of a meeting by any person entitled to receive such notice shall not
invalidate the
proceedings of that meeting.

4:8 ARTICLE XX: PROCEEDINGS AT GENERAL MEETINGS

1. All Business shall be deemed special that is transacted at a extraordinary general meeting
and also all that is transacted at an Ordinary General meeting with the exception of the
consideration of the accounts and balance sheets, the reports of the Board and Auditors, the
elections of the board, appointment of auditors, and the fixing of the remuneration of the
Auditors. provided that no business shall be transacted at any general meeting unless a
quorum of members is present at the time when the meeting proceeds to business members
present in person or by proxy shall continue constitute a quorum.

2. If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting if convened upon the requisition of members shall be dissolved, and in any other
case it shall stand adjourned to the same day in the next week at the same time and place
and if at such adjourned meeting, a quorum is not present within half an hour from the time
appointed for the meeting, the meeting shall then be dissolved.

3. The Chairman, or in his absence the Vice-chairman of the Board, if present shall preside at
every General Meeting. If there is no such Chairman or V i c e Chairman, or if at any
meeting neither is present within 15 minutes after the time appointed for holding the
 meeting, the members present shall designate one of their members to be Chairman of the
meeting.

4. The chairman of any meeting at which a quorum is present may, with the consent of the
meeting adjourn the meeting from time to time and from place to place but no business shall
be transacted at any adjourned meeting other than the business left unfinished. When such
adjournment extends to more than 30 days since the original schedule date of the meeting,
notice of the adjourned meeting shall be given as in the case of an original meeting.

4:9 ARTICLE XXI: VOTING AT GENERAL MEETINGS

1. Every member shall have one vote, provided that when any matter affecting a member
personally comes before the meeting, although he may be present at it, he shall not be
entitled to vote on the question and Chairman may require him to withdraw during the
discussion, and he shall in the case withdraw accordingly.

2. On a poll, votes may be given personally or by proxy, provided that the instrument
appointing a proxy shall be in writing under the hand of the appointor or of his attorney
duly authorised in writing, or, if the appointor is a corporation either under seal, or under
the hand of an officer or attorney duly authorized, a proxy need not be a member of the
organization provided that no person shall be entitled to be appointed a proxy more than
two absent members.

3. The instrument appointing a proxy and the power of the attorney or other authority, if any,
or a notarially certified copy of that power or authority shall be deposited at the officer or
at such other place convening the meeting, not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote or, in the case of a poll, not less than 24 hours before the time appointed
for taking the poll, and in default the instrument of the proxy shall not be treated as valid
after the expiration of twelve months from the date of its execution.

4. 4. At any General Meeting a resolution put to the vote of the meeting shall be decided by a
show of hands unless a poll is (before or on the declaration of the result of the show of
hands) demanded by at least two members. Unless a poll is so demanded a declaration by
the chairman that a resolution has, on a show of hands, been carried, shall be conclusive
evidence of the fact without proof of the number or proportion of the vote recorded in
favour of or against such a resolution. A demand or a poll may be withdrawn.

5. A poll demanded on the election of a Chairman, or on the question of adjournment, shall

be taken forthwith. A poll demanded on any questions shall be taken at such time as the
Chairman of the meeting directs and any business other than upon which a poll has been
demanded may be proceeded
with pending the taking of the poll.

6. In case of an equality of votes, whether on a show of hands or on a poll, the Chairman of

the meeting at which the show of hands takes place, or at
which a poll is demanded, shall be entitled to a second or casting vote.
4.10 ARTICLE XXII: CORPORATIONS OR ASSOCIATIONS ACTING BY
REPRESENTATIVES AT MEETINGS

Any corporation or association which is a member may, by resolution of its directors or other
governing body or by notification in writing under the hand of some officer of such
corporation as may be duly authorized on that behalf, authorise such person as it thinks fit to
act as its representative at any meeting of the Organization, and the persons so authorized
shall be entitled to exercise the same power on behalf of the corporation or association which
the represents as that corporation or association could exercise if it were an individual
member of the Organization.

5.0 PART V: FUNDS AND RESOURCES UTILIZATION

5.1 ARTICLE XXIII APPLICATION OF FUNDS AND ASSETS

The funds and assets of the Organization shall be applied solely towards the promotion of the
objects of the Organization as set forth in this constitution; and no portion thereof shall be
paid or transferred directly, or indirectly by way of dividend, gift bonus or otherwise by way
of profit to the members of the Organization provided that nothing herein shall prevent, good
faith, of reasonable and proper remuneration to any officer or servant of the Organization or
any member or the Organization, in return for any services actually rendered to the
Organization, or prevent the payment of interest at a rate not exceeding current bank rates on
money lent or reasonable and proper rent for premises demised or let by any member to the
Organization.

Provided also that no non-executive member of the Board of the Organization shall be
appointed to any salaried office of the organization or any office of the Organization paid by
fees, and that no remuneration or other benefit in money or money’s worth
shall be given by the Organization to any such Board member except repayment of out-of-
pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent
for premises demised or let to the Organization.

5.2 ARTICLE XXXIV: DISCLOSURE OF INTEREST IN CONTRACTS

A member of the board who is in anyway, whether directly or indirectly, interested in a

contract or proposed contract with the organization shall disclose the nature of his interest at a
meeting of the Board at which the question of entering into the contract is taken into
consideration. A member of the board shall not vote in respect of any contract or arrangement
in which he is interested and if he shall do so his vote shall not be counted.

5.3: ARTICLE XXV DISPOSAL OF RESIDUAL ASSETS ON WINDING UP OR

DISSOLUTION (This is a mandatory clause)

If upon the winding up or dissolution of the Organization there remains after the satisfaction
of all its debts and liabilities, any property whatsoever, the same shall not be paid to or
distributed amongst the members to the Organization but shall be given or transferred to some
other institution or institutions having objects similar to the objects of the Organization, and
which shall prohibit the distribution of its or their income and property amongst its or their
members to an extent at least as is imposed on the organizations.

Provided that such institution or institutions is or are to be determined by the members of the
Organization at or before of dissolution, and in default thereof, by a judge of the High Court
of Kenya, and if so far as effect cannot be given to the aforesaid provisions, then to some
other charitable objects.
 5.4 ARTICLE XVI INDEMNITY OF BOARD MEMBERS

Every member and other officers or servant of the Organization shall be indemnified against
(and it shall be the duty of the Board, out of the funds of the Organization, to pay) all cost,
losses and expenses which such person may incur or become liable for by reason of any
contract entered into, or act or thing done by him in good faith in the capacity aforesaid, in
any way in the discharge of his duties, including traveling expenses, and the Board may give
to any officer or employee of the Organization who has incurred or may be about to incur any
liability at the request or for the benefit of the board, such security by way of indemnity as it
may think proper.

5.5 ARTICLE XVII: MEMBERS’ CONTRIBUTION TO ASSETS ON WINDING UP

Every member of the Organization undertakes to contribute to the assets of the Organization
in the event of its being dissolved or wound up while he is a member, or within one year of his
ceasing to a member, for payment of the debts and liabilities of the Organization contracted
before he ceases to be a member, and the cost, charges and expenses of dissolution or winding
up and for the adjustment of the rights of the contributories amongst themselves, such sum as
may be required not exceeding the sum of shillings one hundred (Kshs. 100/-).

5.6 ARTICLE XXVII ACCOUNTS

1. It shall be the work of the Treasurer to cause the accounts to be kept and in particular as
regards;

a. The sums of money received and expended by the Organization and the matters in
respect of which such receipts and expenditures takes place;

b. The assets and liabilities of the Organization

2. The books of accounts shall be kept at the office or at such other places as the Board
thinks fit, and shall always be open to the inspection of the member of the Board during
business hours.

3. At the Annual General Meeting in every year, the Board shall lay before the members
present a proper income and expenditure account for the period since the last preceding
account made up to a date more than nine (9) months before such meeting.

4. A proper Balance sheet as at the date on which the income-expenditure account is made
up shall be prepared every year, and laid before the members present at the Annual
General Meeting. Every such balance sheet shall be accompanied by proper reports of the
Board and the Auditors.

5. Copies of the income and expenditure account, balance sheet and reports, all of which
shall be framed in accordance with any statutory requirements for the time being in force,
and of any other documents required by law to annexed or attached thereto or to
accompany the same shall, not less than twenty one (21) clear days before the date of the
Annual General Meeting be sent to the Auditors and to all other persons entitled to receive
notices, of such meetings in the prescribed manner.

5.7 ARTICLE XXIX : AUDITORS

 1. The Organization shall at each Annual General Meeting appoint an Auditor or Auditors to
hold office until the next Annual General Meeting, Provided that a member of the Board
or other officer of the Organization shall not qualify to be appointed Auditor of the
Organization.

2. The Board may fill any casual vacancy in the office of the Auditor, but while any such
vacancy continues, the surviving or continuing Auditor or Auditors, if any, may act.

3. The remuneration of the Auditors of the Organization shall be fixed a the Annual General
Meeting, except that the remuneration of any auditors
appointed to fill any casual vacancy may be fixed by the Board.

4. Every Auditors of the Organization shall have a right to see all relevant vouchers and shall
be entitled to access at all times to the books and accounts he requires from the Board

5. The Auditors shall make a report to the members of the accounts examined by them and
on every balance sheet laid before the Organization at its Annual General Meeting during
their tenure of office, and the report shall state:

i.) Whether or not they have obtained all the information and explanations they have
required; and

ii.) Whether, in their opinion, the balance sheet referred to in the report is properly
drawn up so as to exhibit a true and correct view of the state
of the organization’s affairs.

5.8 ARTICLE XXX: ARBITRATION CLAUSE

Save where by this Constitution the decision of the Board is made final if at any time hereafter
any dispute difference or question shall arise between the Founders, Members, Trustees (if
any) or other persons or their personal representatives or any of them respectively touching
the construction meaning or effect of this Constitution or any cause or thing therein contained
or the rights or liabilities of the said parties respectively or any of them under this Constitution
or otherwise howsoever in relation to the Constitution then every such dispute or question
shall be referred to arbitration by a single arbitrator appointed by agreement between the
parties and in default of such agreement by the Chairman for the time being of the Chartered
Institute of Arbitrators (Kenya Branch) in accordance with and subject to the provisions of the
Arbitration Act (Chapter 49) of the Laws of Kenya or any statutory modification or re-
enactment thereof for the time being in force.

5.9 ARTICLE XXXI: INSPECTION OF BOOKS OF ACCOUNTS AND LIST OF

MEMBERS OF THE ORGANIZATION

The books of accounts and all documents relating thereto and a list of members of the
Organisation shall be available be available for inspection at the office by any member of the
Organization on giving not less than seven (7) days notice in writing to the Organization,
provided that the books of account and all documents relating there to and list of members
shall always be open for inspection by members of the Board during business hours.

5.10 ARTICLE XXXII: FINANCIALYEAR (This is a mandatory clause)

The financial year of the Organization shall begin on the first day of (month, e.g. January) and
end on the last day of (month, e g. December) of every year or at such other time as the Board
may from time to time determine.
6.0 PART VI: AMENDMENTS TO THE CONSTITUTION (This is a mandatory clause)

6.1 ARTICLE XXXIII: AMENDMENTS

Subject to the provisions of Regulation 21 (1) of the NGO Regulations, the Organization may
by special resolution pass modify or repeal this constitution or adopt a new constitution or
change the name of the Organization, provided that no such alteration, amendment or
modification shall be made which shall impair or prejudice the effectiveness of the
prohibitions contained in this constitution against distribution of income, property and assets
of the Organization to the members.

7.0 PART VIII: DISSOLUTION AND DISPOSAL OF PROPERTY (This is a mandatory

clause)

7.1 ARTICLE XXXIV: DISSOLUTION

The Organization shall not be dissolved or wound up except by a resolution passed at a

General Meeting of the members by votes of two-thirds of the members present.. The quorum
at the meeting shall be fifty per cent of all members of the Organization. If no quorum is
obtained, the proposal to dissolve or wind up the Organization shall be submitted to a further
General Meeting which shall be held one month later. Notice of this meeting shall be given to
all members of the Organization at least 14 days before the date of the meeting. The quorum
for this second meeting shall be the number of members present.

7.2 The Organization will not be dissolved without prior consent in writing to the Non-
government Organizations Co-ordination Board, obtained upon a written application
addressed to the Executive Director of the Non-Governmental Organizations Coordination
Board and signed by three of the officials of the organization.

7.3 Upon dissolution of the organization, its remaining assets shall be distributed to another
organization(s) with similar objectives.

Dated at (Place e.g. Nairobi)……….this …… (date)……….Day of (Month & Year)……

Signed by the three top officials:

Chairman
(Name) Signature: _________________________

Secretary
(Name) Signature: _________________________

Treasurer
(Name) Signature: _________________________