For A Nation Youth Organization 1

The Constitution

ARTICLE 1
NAMES AND MISSION
I. NAME
The name of the organization shall be “For A Nation Youth Organization”
herein referred to as “The Organization”.

II. MISSION
The For a Nation Youth Organization Mission is to provide development
opportunities that empower young people to create positive change.

ARTICLE 2
EMBLEM:
If any, the emblem of the Organization shall consist of the emblem of For a Nation
Youth Organization, which shall be reproduced as below:

ARTICLE 3
RESTRICTIVE USE:
The use of the name, initials and emblem of For a Nation Youth Organization shall
be restricted to properly affiliated members of the Organization and shall not be
used by others without the written consent of the Chairperson.

ARTICLE 4
POLITICS:
The Organization shall refrain from any partisan political activity, and its members
shall avoid mixing their personal activities with their organization’s activities in a
sense that the general public might infer that the organization is politically
oriented one way or another.

ARTICLE 5
RELIGION:
The Organization shall refrain from sectarian or religious activities, and its
members shall avoid mixing their personal activities with their organization’s
activities in a sense that the general public might infer that the organization is
religiously oriented one way or another.

ARTICLE 6
MEMBERSHIP
i. Individual membership in this organization shall be open to young persons of
good moral character.
ii. The Organization shall maintain age limits of not less than eighteen (18) and
not more than thirty five (35) years for individual members.
iii. Any individual shall be eligible for membership to the organization and shall
be subject to the approval of the committee to become a member on
payment of membership fee of Kenya Shillings Five Hundred (Kshs. 500)
only.

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iv. The amounts of the subscriptions (if any) shall be such sums as may from
time to time be adopted by resolution passed at a General Meeting of the
organization and a bare majority of the members eligible to vote and present
at such meeting shall be sufficient for the adoption of such resolution.
v. Subscriptions (if any) are payable in advance/on the night and are due on or
before the deadline set.
vi. Any member shall be suspended and /or expelled from membership if the
committee so recommends, and if a statutory meeting of the organization
shall resolve by two thirds (2/3) majority of the members present that such a
member should be expelled on the grounds that his/her conduct has
adversely affected the reputation or the dignity of the organization, and or
he/she has contravened any of the provisions of the constitution of the
organization. The committee shall have powers to suspend a member from
his/her membership until next general meeting of the organization following
such suspension, a member whose expulsion is proposed shall have a right
to address the general meeting at which his/her expulsion is to be
considered.
vii. Any member desiring to withdraw or to resign from the organization shall
submit his/her resignation letter to the secretary. Resignation shall only take
effect after consideration and approval by the committee
viii. Any member who resigns or is removed from the membership, shall not be
entitled to a refund of his/her subscription or any part thereof or any monies
contributed at any time.

ARTICLE 7
DECISION ON AFFILIATION
i. The annual meeting of the organization has the sole right to decide on
membership or application of a member.
ii. Membership cannot be refused unless the applicant is incompatible with this
constitution and with Article 6 herein.

ARTICLE 8
LEGAL FORM OF MEMBERS
The members of the organization are brought together in the form of a private
organization in compliance with the Laws of Kenya.

ARTICLE 9
MEMBERS RIGHTS
i. The right to know in advance the agenda of any general meeting, to be
called to the meeting within the prescribed time, to take part in the meeting
and to exercise their right to vote.
ii. The right to be informed of the affairs of the organization for example
through the official organ of the organization.
iii. The right to take part in any activity held under the auspices of the
organization.
iv. Nominate candidates of the organization’s office bearers.

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v. All rights arising out of these statutes or those recognized by the

regulations, directives and decisions of the organization.

ARTICLE 10
MEMBERS OBLIGATIONS
Every member of the organization has:-
i. An obligation to be loyal to the organization, meaning in particular that the
member must abstain from any action contrary to the interest of the
organization.
ii. An obligation to settle all sums due by the way of subscriptions, fees, fines
etc.
iii. An obligation to communicate to the organization any amendments to the
members statutes and regulations and a list of its officials or persons who
are authorized signatories, with rights to enter into legally binding
agreements with third parties.
iv. An obligation not to maintain any relations of a working nature with non
affiliation members, entities or third parties or with members that have been
suspended or expelled.
v. An obligation to observe the conditions specified in article 6 for the duration
of its affiliation.
vi. An obligation to observe the principle of loyalty, integrity and good working
behavior as an expression of unity.
vii. All other obligations arising out of these statures or out of these regulations,
directives and decisions of the organization.

ARTICLE 11
RESIGNATION
i. Any member may resign from the organization. Notice of such resignation
must reach the organizations’ secretary by registered mail or hand delivered
not later than fourteen (14) days after the resignation.
ii. Members who have resigned cannot be re-admitted to the organization
without a general meeting and having fulfilled all their outstanding financial
commitments.

ARTICLE 12
EXPULSION
The annual general meeting may expel a member for a particular serious breach of
statutes, regulations, directives and decisions of the organization.

ARTICLE 13
DISSOLUTION
The dissolution of the legal entity of a member may be voluntary or legal. In each
case it results in the loss of member status, even before the liquidation stage is
reached.

ARTICLE 14

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SPECIFIC CASES
If the organization deems it necessary, it can specify provisions for specific cases
relating to the loss of members status. For instance, the merger of two groups or
the takeover of one by another, the relocation of domicile or even the splitting up
of a group.

ARTICLE 15
BODIES OF THE ORGANIZATION
The organization shall have the following legislative, executive and administrative
bodies.
i. The general /special meeting is the legislative body and as such the supreme
authority on all matters of the organization.
ii. The executive committee is the executive body of the organization and shall
act as the board of the organization in order to make the organization to be
managed professionally and accountably.
iii. Standing and ad-hoc committees to advice and assist the executive
committee in the fulfillment of its duties.
iv. The permanent secretariat is the administrative body of the organization.
ARTICLE 16
GENERAL MEETING
ANNUAL GENERAL MEETING
i. The annual general meeting of the organization is supreme authority of the
organization and it defines general policies and takes necessary decisions
for their implementation.
ii. The annual general meeting shall be held once every year and not later than
30th November of each year.
iii. The secretary o behalf of the executive committee shall give thirty (30) clear
days notice in writing containing the agenda and all the documents relating
to the general meeting to all members of the organization individually
indicating the time ,venue and date of the meeting.
iv. The agenda specifying the nature of the business to be transacted at the
annual general meeting shall accompany the notice and shall include the
following items:-
a) Confirmation of the minutes of the previous general meeting.
b) Matters arising thereof.
c) Ratification of the decision of the executive committee.
d) The chairperson’s report.
e) Discussion and adoption of the balance sheet and statement of account of
the organization for the year just ended.
f) Approval of the annual budget for the following year.
g) Appointment of auditors for the organization when applicable.
h) Appointment of trustees if applicable.
i) Ratification of office bearers to the executive committee appointed by the
executive committee in acting capacity, when applicable.

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j) Any other business submitted to the secretariat for inclusion in the agenda
of the meeting not less than fourteen (14) days before the meeting.
k) Election of office bearers of the organization, if applicable.
l) Amendments of sections of this constitution previously discussed by all
organs of the organization.

ARTICLE 17
AUTHORITY OF THE GENERAL MEETING
The general meeting has the following areas of authority:-
i. Adopting or amending the constitution and regulations governing their
application.
ii. Approving the minutes of the last meeting.
iii. Approving annual/biannual accounts of the organization yearly and deciding
on the allocation of profits or issuing statements on how losses arising in the
profit and loss account can be covered.
iv. Approving the activities report of the executive committee.
v. Formally approving the action of the executive committee after having
listened to the report from the accounts auditing organ.
vi. Voting on the budget.
vii. Nominating the accounts auditing organ each year.
viii. Electing the chairperson every three (3) years.
ix. Electing half of the members of the judicial organ every two (2) years
x. Electing other members of the executive committee every three (3) years.
xi. Confirming the role of members of the executive committee elected by
members.
xii. Deciding on the proposal of the executive committee on whether to bestow
the title of honorary member on a person who has made a particular
contribution to the organization.
xiii. Admitting, suspending or expelling a member.
xiv. Approving the resignation of a member.
xv. Revoking the mandate of one or a number of the members of an organ of the
organization.

ARTICLE 18
COMPOSITION OF THE SPECIAL AND GENERAL MEETING
i. The annual general meeting or the special meeting shall be composed of:-
a) All members of the executive committee as per article 20(i) of this
constitution.
b) Ten (10) duly elected and registered officials of each group of the
organization.

ii. The secretary of registered groups shall submit to the organization’s

secretary in writing, the names of their elected representatives, fourteen
(14) clear days before an annual or seven (7) days before a special general
meeting provided that these officials shall have been duly elected at a

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properly convened general/special meeting of the C.B.O.’s in default such

delegates shall be refused admission at the meeting.
iii. In case of C.B.O.’s registered shall send three (3) representatives per C.B.O
comprising of the chairperson, secretary and treasurer of their respective
groups to the general meeting respectively.

ARTICLE 19
QUORUM AT THE ORANIZATION’S MEETING
i. For the annual general meeting and special meeting, two thirds ( 2/3) of duly
accredited representatives to attend the vote.
ii. If after one (1) hour from the stipulated time at which the convened
meeting(s) was scheduled to commence a quorum shall not have been
established, the meeting(s) shall be adjusted until such time as the
authorized convener(s) shall again reconvene such a meeting in accordance
with the constitution.
iii. If within thirty (30) minutes from the appointed time of any special or
general meeting at all levels of the organization a quorum shall not have
achieved, the meeting if convened ,upon resolution of the general meeting
or executive committee, the meeting shall stand adjourned to the same day
in the next week at the same place and same time, and if at an adjourned
meeting a quorum is not achieved within fifteen (15) minutes from the time
appointed for the meeting, the representative present who are entitled to
attend and vote shall form a quorum.
iv. Notwithstanding the provision of this rule, an adjourned meeting shall have
no powers to carry amendments or alterations to the constitution or rules to
elect any offices or members of any standing committees or ratify any,
unless the required quorum is achieved.
v. For all meetings of the organization at all levels, a quorum shall be fifty (50)
percent of members entitled to attend and vote.
vi. Annual/biannual accounts of the organization yearly and deciding on the
allocation of profits or issuing statements on how losses arising in the profit
and loss account can be covered.

ARTICLE 20
REPRESENTATIVES’ VOTING RIGHTS AND METHOD OF VOTING AT THE
ORGANIZATION’S GENERAL OR SPECIAL MEETINGS
i. At the annual or special general meeting the members and voting rights
shall be in accordance with the provisions in Article 19.
ii. At an election of the organization, the members and voting rights shall be in
accordance with the provisions of Article 18.
iii. Only the members present and entitled to vote shall decide on any questions
put to vote. Voting during elections shall be by secret ballot while on any
other business, it shall be by show of hands.
iv. In case of equality of votes whether by show of hands or by secret ballot, the
chairperson of the meeting at which the vote is demanded shall be entitled
to a second or casting vote.

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v. Representatives must be bonafide officials at their respective bodies who are

members of the organization. In case of doubt a certificate issued and signed
by the registrar of C.B.O.’s under the C.B.O.’s Act shall be admissible for the
purpose of establishing and recognizing duly registered bodies and/or office.

ARTICLE 21
ELECTION REQUISITE MAJORITY VOTING
i. Elections shall be conducted by secret ballot.
ii. Any member of the organization shall propose and be seconded by ten (10)
other members for the candidature of the post of Chairperson. Such
nominations shall be submitted to the organizations secretariat at least
fourteen (14) days before the date of the general meeting at which the item
is on the agenda. Each member may only present one candidate per post in
strict compliance with this constitution.
iii. Name of the candidate for membership of the organization executive
committee shall be submitted by the relevant members at least fourteen (14)
days before the date of the general meeting at which this item is on the
agenda. Each member may only present one (1) candidate per post in strict
compliance with this constitution.
iv. Names of candidates shall be submitted by the relevant members at least
fourteen (14) days before the date of the general meeting at which this item
is on the agenda. All outgoing members are eligible for re-election.
v. Candidates received after the deadline (received and stamped at the
secretariat) shall be automatically rejected. Candidates shall be sent to the
secretariat by any person with an acknowledgement from the secretariat.
vi. After the above mentioned deadline, all candidates shall be final and shall be
submitted to the vote unless withdrawn by the candidates concerned.
vii. The organization’s secretariat shall communicate the names of the
candidates convening the meeting and the agenda of the assembly.
viii. At the time of the elections, all candidates to the post of the organization’s
executive committee must be “bonafide” members of the organization and
must be under thirty five (35) years of age.
ix. Any vacancy in the executive committee shall be filled with a member who
will assume the functions until the next general meeting.
x. If the number of candidates submitted to the executive committee by the
members of the organization is higher than the number of members to be
elected, the election shall be by secret ballot. If the number of candidates
corresponds either with that of the member to be elected, they shall be
declared elected unopposed.
xi. For the election of the organization’s executive committee members, an
absolute majority (half of the vote plus one) is required. If no candidate
obtains an absolute majority in the first ballot, the candidate with the lowest
number of votes shall be eliminated from the next ballot. This process shall
continue until one candidate obtains an absolute majority.
xii. Unless otherwise stipulated in the statutes, a simple majority is sufficient for
a decision to be valid.

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xiii. Only members present shall be allowed to vote.

xiv. Votes by proxy or letter shall not be accepted.

ARTICLE 22
AMENDMENT TO THE CONSTITUTION, REGULATIONS GOVERNING THE
APPLICATION OF THE CONSTITUTION AND THE RULES OF THE
PROCEDURE OF THE GENERAL MEETING
i. Only the general meeting or special general meeting may amend the
statutes, the regulations governing the application of the constitution and
the rules of procedure of the organization’s general meeting or special
general meeting.
ii. Any proposals for an amendment to the constitution by a member or
executive committee shall be submitted in writing with a brief synopsis to
the organization’s secretariat. A proposal submitted by a member shall only
be valid if it is seconded in writing by at least five (5) other members.
iii. For an amendment of the constitution to be passed, two thirds ( 2/3) of the
members eligible to vote must be present at the opening of the session.
iv. A proposal for an amendment to the constitution shall only be adopted if
three quarters (3/4) of the eligible members present vote in its favor.
v. A proposal for an amendment of the regulations governing the application of
the constitution or rules of procedure of the general or special meeting shall
only be adopted if a simple majority of eligible members present vote in its
favor.

ARTICLE 23
MINUTES
i. The secretary shall be responsible for recording the minutes at the general
or special meetings.
ii. Those members so designated shall verify the minutes of the general
meeting
iii. Unless notification to the contrary is received by registered mail or to the
secretariat within thirty (30) days of the date of dispatch, it shall be assumed
that the minutes have been approved.
iv. In case of disagreement, this matter shall be included to the agenda of the
next general or special meeting.

ARTICLE 24
ENTRY INTO FORCE OF DECISIONS
Decisions taken by the general or special meeting shall be binding on the members
and shall enter into force sixty (60) days after the closing of the meeting.
However, the general meeting may resolve that decisions should enter into force
from an earlier date.

ARTICLE 25
COMPOSITION OF EXECUTIVE COMMITTEE

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i. The organization shall have the following office bearers who shall be Kenyan
citizens at the secretariat who shall be elected to serve for a term of three
(3) years.
a) The chairperson
b) The vice chairperson
c) Treasurer
d) Assistant treasurer
e) Secretary
f) Assistant secretary
g) Organizing secretary
h) Assistant organizing secretary
i) Trustees – two (2) posts
ii. The duties of the executive committee are as follows:
a) The executive committee shall have powers to make decisions upon all
matters pertaining to the administration and management of the
organization subject to general direction of the general meeting.
b) Decisions on matters of policy shall be submitted to the general or special
meeting for ratification.
c) The executive committee shall have powers to co-opt or appoint any other
person or persons who may be able to assist them in their duties and to
attend such meetings as required provided that such co-opted or appointed
persons shall have no voting rights, in case of members of the independent
disciplinary committee, the appointment must be vetted and approved by the
general or special meeting.
d) The executive committee shall exercise control over all categories of
members of the organization as per articles herein including all individual
officers of the organization at all levels.
e) The executive committee shall receive for ratification, modification or
notification, as the case may be, the recommendations or decisions for all
standing committees, except the independent disciplinary tribunal.
f) All decisions of the executive committee shall be binding on the organization
and all its members.
g) The executive committee shall have powers to suspend a member for gross
misconduct. The member after ratification by the special general meeting
within thirty (30) days of the suspension called purposely for that purpose
shall be suspended.
h) In order to expedite the hearing of appeals on any matter, the executive
committee shall ensure that all appeal cases coming before its relevant
standing committees shall be listened to and aggrieved parties informed of
the decision within twenty one (21) days of the date of lodging of the appeal.
i) The executive committee shall have powers to withdraw recognition from
affiliated members, or its officials and recommend to the special or general
meeting convened within sixty (60) days for the purpose of such measures as
may be necessary to ensure the continued smooth operation and activities of
the organization provided that no such special general meeting may be held
within thirty (30) days before an annual or general meeting.

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j) The executive committee shall have powers to cancel or withdraw the

membership of any of the members in accordance with Article 9 herein,
subject to notification by the general meeting.

ARTICLE 26
MEETINGS OF THE EXECUTIVE COMMITTEE
i. The executive committee shall meet as and when necessary for the
furtherance of the objectives of the organization provided that such
committee meetings shall be convened by the secretariat and held at least
once every month.
ii. Any executive committee member who fails to attend more than three (3)
consecutive meetings shall without reasonable excuse acceptable to the
committee, shall automatically lose his/her seat.

ARTICLE 27
THE CHAIRPERSON
The duties of the chairperson shall be:
i. To represent the organization in all circumstances.
ii. To convene the annual general meeting.
iii. To convene the annual general meeting of the executive committee.
iv. To chair the annual general meeting of the executive committee.
v. To ensure implementation of the decisions of the annual general meeting
and of executive committee.
vi. To ensure the regular and effective functions of he organs of the
organization to allow it to achieve the objectives specified by these statutes.
vii. He/she shall be mandatory signatory to all the organization’s bank accounts
jointly with the treasurer and secretary and one nominated member
provided the cheques and other accountable documents shall be signed by
any three of these officials as indicated herein.
a) In the event the chairperson is absent or unable to attend, his duties must
be discharged by the vice chairperson.
b) If the latter is absent or unable to attend, it is chaired by the secretary or if
he/she is unable to attend, any member of the executive committee can chair
the meeting, in order of seniority.

ARTICLE 28
THE VICE CHAIRPERSON
i. The vice chairperson shall deputize for the chairperson in his/her absence.
ii. He/she shall perform any other duties as may be assigned to him/her by the
chairperson of the executive committee.

ARTICLE 29
THE SECRETARY
i. The secretary shall be an employee and the chief executive officer of the
organization and shall be in charge of the day to day running of the
secretariat and shall be responsible to the executive committee.

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ii. All the support staff of the organization shall be accountable and answerable
to the secretary.
iii. The managing and keeping of the accounts, registers, records and minutes
of the organization.
iv. The timely execution of all decisions of the executive committee and other
standing committees.
v. He/she shall be an ex-officio member of all the standing committees of the
organization.
vi. Shall perform any other duties as may be assigned to her/him by the
executive committee.
vii. Be responsible for the preparation of the annual report of the Local
Organization.
viii. Be responsible for taking minutes of General Membership Meetings and
Executive Committee Meetings and for keeping a permanent record of such
minutes, which shall be open to inspection by members at all reasonable
times.
ix. Shall keep a petty cash of the sum not exceeding Kenya Shillings Three
Thousand (Kshs. 3,000) at any time or any amount authorized by the
executive committee and must account for it before he/she is reimbursed.
x. Shall be a mandatory signatory to all the organization’s accounts.
xi. Shall have experience in management and administration.

ARTICLE 30
THE ASSISTANT SECRETARY
i. He/she shall deputize for the secretary in his/her absence.
ii. Shall be responsible to the secretary and or the executive for the smooth co-
ordination of all organized activities.
iii. Shall perform any duties as may be assigned to him/her by the executive
committee.

ARTICLE 31
THE TREASURER
i. The treasurer in conjunction with the finance director shall be responsible
for maintaining the books of accounts for the organization and the entering
there in details of all monies received and payments made on behalf of the
organization.
ii. Shall also be responsible for the safe custody of all monies, movable
properties and all other assets of the organization and shall be accountable
for the same.
iii. Shall render to the executive committee a financial statement as and when
required.
iv. He/she shall in conjunction with the finance director be responsible for the
preparation and submission to he executive committee for approval before
the annual general meeting, an income and expenditure account covering
the organization’s finances for the next financial year up to 30 th June and a
balance sheet of its assets and liabilities at the date. After such annual

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accounts shall have been duly audited by a qualified auditor appointed by

the organization, the accounts shall be approved and signed by the
chairperson, treasurer and secretary, before being laid out to the members
of the organization at an annual meeting.
v. He/she shall maintain or cause to be kept separate accounts for each
organization for which the organization is directly responsible and involved.
vi. He/she shall keep a general account for all payments and receipts by the
organization. If any doubts arise as to appointment of any particular vote,
the finance committee shall settle such debt.
vii. Shall prepare in collaboration with the finance committee an annual budget
of income and expenditure for submission to the executive committee and
the governing council.
viii. He/she shall in conjunction with the secretary prepare the statement for
presentation to every meeting of the finance committee.
ix. He/she shall maintain an up to date record of all the liabilities of the
organization and inventory of all the movable and immovable assets of the
organization.

ARTICLE 32
ASSISTANT TREASURER
i. He/she shall deputize for the treasurer in his/her absence.
ii. He/she shall perform any duty assigned to him/her by the executive
committee.

ARTICLE 33
THE FINANCE DIRECTOR
i. The finance director shall be responsible and answerable to the executive
committee.
ii. Shall coordinate, collect and account for all finances to the organization and
keep all the income and expenditure records of the organization.
iii. He/she shall prepare the financial accounts of the organization for auditing
through the treasurer and the executive committee.
iv. He/she shall be responsible for the day to day running of the organization’s
financial activities.
v. He/she shall be on a monthly salary from the organization and subsequent
confirmation by the general meeting.

ARTICLE 34
ORGANIZING SECRETARY
i. The organizing secretary shall be responsible for all marketing functions of
the organization.
ii. Shall be responsible for negotiating and maintaining sponsorship, contracts,
bidding and popularizing the organization’s activities.
iii. Shall publicize the activities of the organization as directed by the
chairperson, secretary, treasurer or the executive committee.

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iv. Shall perform any other duties as may be assigned to him/her by the
secretary or the executive committee.
v. Shall organize all the functions of the organization.
vi. Shall be the main representative of the organization in any official event.

ARTICLE 35
ASSISTANT ORGANIZING SECRETARY
i. In the absence of the organizing secretary, the assistant organizing
secretary shall perform all the duties of the organizing secretary and such
other duties that shall be assigned to him/her by the secretary.

ARTICLE 36
GENERAL SECRETARIAT
ii. The executive committee shall set up a general secretariat to handle the day
to day matters concerning the organization.
iii. The executive committee shall establish the general secretariat whose main
objective shall be to promote and co-ordinate the activities of the
organization and provide administrative and technical support to the
executive committee and other organs of the organization.
iv. The general secretariat shall be headed by the secretary as the chief
executive officer of the organization.

ARTICLE 37
FUNCTIONS OF THE GENERAL SECRETARIAT
i. To provide secretarial services for all meetings and maintain and observe all
records of such meetings.
ii. To provide technical support through research, analysis, studies,
compilation of data and statistics.
iii. To implement resolutions, decisions and recommendations of the
organization.
iv. To gather, collate and disseminate market wide statistics.
v. To supervise and monitor compliance by members with regulations and
rules and channel complaints and grievances to the relevant organs of the
organization.
vi. To provide such services as central mailing box services for members,
administer and discharge any other administrative functions for and on
behalf of the organization.
vii. To enhance the organization’s image through positive media related
activities.
viii. To administer and process any facilities may be decided by the organization
from time to time.
ix. To represent the organization in many meetings with other institutions or
organizations where members may have an interest and to articulate the
views and concerns of the organization directly, only after seeking approval
from the executive on matters requiring interventions of either the executive
committee.

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x. To perform any other duties on behalf of the organization as may be directed

by the executive committee from time to time.

ARTICLE 38
COMPOSITION OF THE GENERAL SECRETARIAT
i. The secretariat shall consist of the following officers contracted for a period
of three (3) years to run the day to day activities of the secretariat:
a) Secretary
b) Assistant secretary
c) Treasurer
d) Assistant treasurer
e) Finance director
f) Organizing secretary
g) Assistant organizing secretary
h) And such other staff members as the executive committee may deem
necessary.
ii. The secretariat staff shall not be employees or officials of the organization.
iii. Should the secretary not be able to perform any duty described herein, the
duty to perform shall fall on the most senior employee by rank.
iv. The executive committee with notification of the general meeting shall
determine and review the organization and structure of the secretariat from
time to time. A formal organization structure shall be adopted and appended
to this constitution and any amendments will be numbered in sequence.

ARTICLE 39
APPOINTMENT OF STAFF
i. Appointments, promotions or termination of service management staff, will
be by the executive committee on recommendation of the secretary. The
general meeting may delegate to any other organ the appointment,
promotion and termination of any staff in the secretariat.
ii. The secretary shall be appointed by the executive committee and his/her
services terminated by the executive committee. Members may file
objections with the executive committee on the recommendations of the
chairperson giving reasons.
iii. The executive committee shall determine and review the terms and
conditions of service for all staff in the secretariat.

ARTICLE 40
STANDING COMMITTEE
i. The executive committee shall set up and appoint standing committees with
specific duties and powers to assist in the general administration and
management of the organization and the furtherance of its objectives. All
decisions of the committee among these shall be subject to review and
sanction by the executive committee.
Among all these shall be the following:
ii. The standing committee shall be:

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a) Finance and audit committee

b) Organization’s marketing board
c) Emergency committee
d) Community affairs committee

ARTICLE 41
FINANCE AND AUDIT COMMITTEE
i. There shall be a finance committee appointed by the executive committee
which shall consist of six (6) members.
ii. The vice chairperson of the organization shall be the chairperson of finance
and audit committee.
iii. Five other members appointed by the executive committee who are
qualified, experienced and competent in financial matters.
iv. The general secretariat shall provide services to this committee.

ARTICLE 42
DUTIES OF THE FINANCE AND AUDIT COMMITTEE
i. The duties of the committee shall be:
a) To assist the permanent secretariat and the treasurer to control and manage
the financial administration of the organization.
b) To advice the vice chairperson in conjunction with the trustees of the
organization’s executive committee on the management of any properties
and assets of the organization.
c) To prepare the budget of the organization and to submit them for approval
by the executive committee for presentation, approval and ratification by the
annual general meeting.
d) To supervise financial accounts and authorize payments on behalf of the
executive committee.
e) To collect and be responsible for the current disbursement and accounting
of all invoices belonging to the organization.
f) To prepare in conjunction with the external auditors, who shall be appointed
every year at the annual general meeting, properly audited statements of
accounts and balance sheet for approval by the next general annual
meeting.
ii. Any expenditure other than those authorized by the finance committee shall
be subject to the following standing orders:
a) No monies shall be expended, nor any debt incurred by any member of the
organization on behalf of the organization without permission of the
executive committee.
b) The chairperson, secretary and treasurer of the organization in conjunction
or consultation may however authorize payments so that the day to day
running of the organization ay be carried out to spend up to an amount not
exceeding Kenya Shillings ten thousand (Kshs. 10,000) at any time which
must be subject to ratification at the next meeting of the finance committee.
c) The committee shall have powers to cal upon any member or other body it
controls to produce any accounts, books or documents it may require to

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facilitate the full control and accounting of the funds, liabilities or properties
of the organization.

ARTICLE 43
MARKETING BOARD
Composition and organization
i. The marketing board shall consist of six (6) members appointed for a period
of three (3) years.
ii. An independent chairperson appointed with the executive committee.
iii. Solicit, receive and manage the funds due from both public and private
sectors.
iv. Package and market the organization and have powers to enter into
contractual obligations in this respect.
v. To coordinate television, radio and advertisement rights.
vi. To advice the executive committee on any specialized contract arrangements
which the organization needs to enter into with external parties for the
purpose of commercializing the organization.
vii. It will ensure the organization has good image in the eyes of the public.
viii. It will endeavor from time to time to exploit opportunities, which are likely
to bring in money for the organization.
ix. The appointment of the board shall be per a period of three (3) years and
shall be irrevocable.

ARTICLE 44
EMERGENCY COMMITTEE
i. The emergency committee shall consist of five (5) members who shall be:
a) The chairperson
b) Vice chairperson
c) Assistant secretary
d) Assistant organizing secretary
ii. The duties of the emergency committee shall be:
a) To make immediate decisions on any matter affecting the organization which
needs immediate implementation by the organization and subsequent
executive committee meeting which must ratify such decisions.

ARTICLE 45
JUDICIAL BODIES
Legal bodies
i. The legal bodies of the organization are:
a) The disciplinary board

ARTICLE 46
DISCIPLINARY BOARD
i. The disciplinary board shall consist of the chairperson ad a number of
members deemed necessary. The registrar disciplinary code shall govern the
body.

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ii. The body shall make decisions only when at least three (3) members are
present.
iii. It may impose measures as described in this constitution or the registrar
disciplinary code against members.
iv. It is authorized to sanction any breach of the organization’s regulations.

ARTICLE 47
DUTIES OF THE INDEPENDENT DISCIPLINARY COMMITTEE:
i. To hear appeals and disciplinary cases from the executive committee on
general disciplinary matters by members of the organization or the
executive committee and to recommend to the executive appropriate,
penalties or awards shall refer to it.
ii. To recommend to the executive committee any amendments to the rules and
regulations necessary for the maintenance of high standard of discipline
within officials and members of the organization.
iii. To caution, censure, fine, suspend members and other officials.
iv. The decision of the board shall be final and not subject to appeal ratification
by the executive committee in case where the committee imposes any of the
following penalties:
a) Caution
b) A censure
c) A fine not exceeding Kenya Shillings Ten Thousand (Kshs. 10,000)
d) Penalties in excess of the above amount shall be subject to ratification by the
executive committee.
v. Any person making an appeal against a decision of the executive committee
on matters relating to disciplinary measures taken by the board must within
four (4) fays from the date of receipt of the decision being appealed against,
do so to the secretary upon payment to the organization of a determined
amount by the executive committee from time to time.
vi. Any person or organization aggrieved by the decision of the independent
disciplinary board or the decision taken by the independent disciplinary
board after twenty one (21) days may within fourteen (14) days from the
date of notification of the decision apply for arbitration as provided for in
this constitution.
vii. The cost of arbitration shall be by the parties in dispute in accordance with
the Arbitration Act Laws of Kenya.

ARTICLE 48
DISPUTES
i. Members and officials brought before a court of law of dispute with the
organization before they agree to submit any such disputes to an arbitration
or tribunal appointed by common consent.
ii. The members have freely renounced their right to appeal to a court of law
after arbitration and undertake to accept the decisions of the arbitrators
selected.

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iii. In the event of a disagreement between two (2) or more members and if the
member concerned is unable to agree upon the choice of arbitrators, the
executive committee shall have a right to make a decision on the matter and
this decision shall be final on the mater and shall be final and binding upon
the member concerned.
iv. All disputes arising from the organization must first be referred to the
committee as provided for in this constitution.
v. The arbitration to the dispute shall in all other respects be concluded in
accordance with the Arbitration Act and the Laws of Kenya.
vi. Members must adhere strictly to the decisions of the organization or the
arbitrators selected by it and where these decisions concern an
organization, the latter must take the necessary steps to observe such
decisions.
vii. Any breach of the aforementioned provision shall be sanctioned in
accordance with the Registrar of Community Based Organizations list of
disciplinary measures in particular, any official or member that contravenes
the terms outlined above may be sanctioned by being suspended or banned
from all activities of the organization, and from holding any position of
membership in any organization or institution affiliated to the organization.
viii. Members violating any of these clauses of this article shall be expelled from
the organization, in conformity with the provisions.
ix. The cost of arbitration shall be borne by the parties in dispute in accordance
with the Arbitration Act, Laws of Kenya.

ARTICLE 49
COMPLIANCE WITH DECISIONS OF THE ORGANIZATION, REGISTRAR OF
C.B.O. AND COURT OF ARBITRATION ACTS

PRINCIPLES AND SANCTIONS

i. Members agree to comply fully with any decisions taken by the independent
disciplinary board, registrar of C.B.O., laws and regulations and court of
arbitration act, Laws of Kenya, which are according to the constitution, none
subject to appeal.
ii. They agree to take all necessary steps to ensure that members comply with
these decisions.
iii. The members agree that resources to ordinary courts of law are prohibited
unless specifically provided for in court of arbitration regulations.
iv. Any violation of the aforementioned provisions shall be published in
accordance with article 41 of the constitution.

ARTICLE 50
COURT OF ARBITRATION
i. The organization shall allow appeals to the court of arbitration to resolve
any disputes between the organization members.
ii. The code of C.B.O. related arbitration shall govern the arbitration
proceedings with regard to substance court of arbitration applies to the

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various regulations of the organization, registrar of C.B.O. or if applicable,

to members, as the last resort.
iii. Only court of arbitration is empowered to deal with appeals against
decisions or disciplinary sanctions taken in the last instance by any legal
body of the organization, any appeal must be filed with court of arbitration
within ten (10) days of the decision being communicated.
iv. Court of arbitration does not hear appeals on:
a) Violation of the constitution
b) Suspensions of up to three (3) months.
c) Decisions taken by an arbitration tribunal duly established by an
independent organization.
v. Members agree to recognize court of arbitration as an independent judicial
authority and to ensure that members and officials comply with the decisions
passed by court of arbitration.
vi. An appeal to court of arbitration does not have effect on decisions on
appeals against area effective pending the final verdict of court of
arbitration.

ARTICLE 51
FINANCES
i. The final year of the organization shall commence on 1st July and end on 3rd
June of each year.
ii. The permanent secretariat in conjunction with the treasurer shall at the
direction of the executive committee cause to be opened, a bank account
which shall be maintained in the name of the organization.
iii. All organizations’ bank accounts shall be operated by joint mandatory
signatures of the chairperson, secretary and treasurer and alternative
signatures shall be the chairperson of the respective committees and an
ordinary member.
iv. The organization may only borrow money upon the express authority of a
resolution of an annual general meeting or a special general meeting
convened for the purpose.
v. The treasurer shall be permitted to retain Kenya Shillings Fifty Thousand
(Kshs. 50,000) to pay for minor expenses which he/she must account for
before reimbursement.
vi. A resolution authorizing the executive committee to borrow money shall
include the amount of money to be borrowed, the specific mode of
repayment and such rates of interest and other charges as may be payable
and the manner and nature of security required.
vii. The accounts shall be kept in accordance with the international accounting
principles and practice of accounting.
viii. Disclosure of interest in contracts-A member of the executive committee or
standing committee of the organization who is in any way whether directly
or indirectly.
ix. Indemnity of executive committee.

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x. Every member of the executive committee and any other member or

servants of the organization shall be indemnified against all costs, losses and
expenses and such persons may incur or become liable by reason of any
contract entered or act or thing done by aim in good faith in the capacity
aforesaid in any way in discharge of his duties, including travelling 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 request or for the
benefit of the executive committee such security by way of indemnity as it
may think proper.

ARTICLE 52
REVENUE
i. The revenue of the organization arises specifically:
a) From members’ registration subscription
b) From fines imposed by the authorized organ
c) From other subscriptions and receipts in keeping with the objectives
pursued by the organization.

ARTICLE 53
EXPENSES
i. The funds of the organization shall be spent only for the following
objectives:
a) The payment of allowances/honorarium and affiliation fee may be approved
by the finance committee and directed by the executive committee or the
annual/special general meeting.
b) The payment of the expenses for the administration of the organization,
including audit of accounts of the funds of the organization.
c) The prosecution dispense and investigation of any legal proceedings to
which the organization or officials thereof be a party when such prosecution
or defence is undertaken for purposes of securing or projecting any right of
the organization.
d) Setting up an investment fund approved by the general meeting.
e) Promotion of all aims and objectives of the organization.
f) Fund al elections through the independent Interim Independent Electoral
Commission.

ARTICLE 54
AUDITED ACCOUNTS
Copies of the audited statement of account shall be supplied to the members of the
organization by the treasurer through the permanent secretariat before the annual
general meeting and or 30th November of each month.

ARTICLE 55
ASSETS AND PROPERTIES OF THE ORGANIZATION

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i. The permanent secretariat in conjunction with the treasurer shall keep

registers of all assets and properties of the organization at all levels of the
organization and shall ensure the maintenance of such registers at all levels
of the organization.
ii. All permanent assets and properties of the organization shall additionally be
registered in the names of the trustees of the organization in accordance
with the provisions of the constitution.

ARTICLE 56
INSPECTION OF BOOKS OF ACCOUNTS OF THE ORGANIZATION
i. The books of accounts and other official records of the organization
maintained by the organization at its registered office, shall be open to
inspection by any official or member of the organization any time during
ordinary working hours, provided such a member shall have given at least
seven (7) working days notice to the general secretariat.
ii. All books of accounts and other official records relating to funds received
from the organization and maintained by the organization, shall be open to
inspection by any government official at any time at the place of business or
registered office, provided such official shall have given at least seven (7)
working days notice to the secretary.

ARTICLE 57
AUDITORS OF THE ORGANIZATION
i. A reputable qualified and registered accountant, auditor or a professional
firm of auditors or such persons registered and/or licensed by the Institute
of Certified Public Accounts of Kenya shall be appointed by the annual
general meeting as an auditor of the organization; such auditor shall not be
an officer of the organization at any level.
ii. Upon appointment he/she shall prepare, examine and audit the organization
for the financial year immediately following the appointment to the
organization’s annual general meeting by 30th November of the year for
adoption.
iii. A copy of the auditor’s report shall be conspicuously displayed at the
organization’s registered office with sufficient copies to be circulated to the
members.

ARTICLE 58
TRUSTEES OF THE ORGANIZATION
i. The general meeting shall appoint not less than three (3) and not more than
four (4) persons as trustees of the organization who need not be members of
the organization at any level.
ii. All permanent assets including land, building and other immovable
properties which may be acquired by the organization shall be vested in the
names of the trustees who shall be appointed at the general meeting for a
period of four (4) years on retirement, such trustee shall serve for a period
of two terms.

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iii. A general meeting shall have the power to remove any or all of the trustees
and all vacancies occurring by removal, resignation, dismissal or death shall
be filled at the same or next general meeting.
iv. All income received from any properties shall be vested in the trustees and
shall be paid into the organization’s account. Any expenditure in respect of
such properties which in the opinion of the trustee is necessary shall be
reported by the trustee to the executive committee which shall authorize
expenditure of such monies as it deems fit.
v. The common seal of the organization used by the trustee shall be under the
custody of the permanent secretariat and shall only be affixed to any
documents in the presence of any two (2) of these trustees and attested as
required by law.

ARTICLE 59
FINAL PROVISION
i. All matters not provided for under this constitution, regulations and
standing orders or handbook of the organization shall be dealt with and
settled by the meeting of the organization whose decisions on all such
matters shall be final and binding on all concerned.
ii. The constitution, regulations, standing orders and handbooks of the
organization or any part thereof may be amended or added or repealed by
resolution passed at the annual general meeting convened for these
purposes.
iii. Resolutions passed for such purposes require a majority consisting of at
least two thirds (2/3) of those present and entitled to vote.
iv. Any activities and decisions of the executive committee and/or legislative
bodies, standing committees and any other subsidiaries of the organization
shall be subject to strict observance of the constitution, regulations and
standing orders of the organization.
v. Any sentence or penalties imposed on a member or by any of the
organization’s organ empowered to do so shall be subject to the right of
appeal given under this constitution be valid, binding and enforceable
throughout the country.

ARTICLE 60
DISSOLUTION OF THE ORGANIZATION
i. The organization shall not be dissolved except by a resolution passed at a
general meeting convened for that purpose and provided that a resolution to
that effect is passed by at least two thirds ( 2/3) of the members present and
voting.
ii. The quorum at the meeting shall be as shown in Article 13 of this
constitution.
iii. Resolution to dissolve the organization shall be held and submitted to a
further general meeting which shall be held one (1) month later. Notice of
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fourteen (14) clear days before the date of the meeting. The quorum for this
second meeting shall be the number of members present.
iv. When the dissolution of the organization has been approved by the Registrar
of C.B.O.’s, no further action shall be taken by the committee or any other
members of the organization in connection with the aims and objectives of
the organization and the balance thereof shall not be distributed but shall be
transferred to the relevant Government authority on condition that the said
authority undertakes to place the money on deposit account.
v. An authorized bank, building society or any other financial institution
authorized to accept the deposit until such time a new body is formed, when
such monies shall be handed over by the authority to such new body.

APPROVAL OF THE CONSTITUTION

The constitution was duly proposed, seconded and unanimously adopted by the
Special general meeting of the organization held on the ………………….. Day of
…………………….. Year ……………

CHAIRPERSON:
SIGN …………………………………….

SECRETARY:
SIGN……………………………………...

TREASURER:
SIGN………………………………………

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