CONSTITUTION OF SIMA Community Based Organization
The name of the group (hereafter referred to as the Organization) shall be SIMA Community-Based Organization.
ARTICLE 1: AIMS & OBJECTIVES:
The Organization aims at eradicating Ignorance, Diseases, Poverty and Violence by:
(01) Mobilizing human and material resources to uplift members' living standards;
(02) Setting up Income Generating Projects (IGPs) to help develop a revolving fund and enable self- reliance attainment among members;
(03) Establishing programs aimed at provision of clean water and improved nutrition to all by using locally available resources;
(04) Sourcing for cheaper/affordable medical services to the community at large;
(05) Putting the value of human life as a central value and concern;
(06) Creating an interactive forum for Organizational members;
(07) Identifying, nurturing and developing talents among members;
(08) Establishing a resource centre for developing, receiving and disseminating information
(09) Promoting non-violence as the only way to achieve results;
(10) Fighting discrimination in all its forms: racism, tribalism, ageism, sexism, etc.;
(11) Encouraging the continuous development and free distribution of human knowledge;
(12) Denouncing all forms of violence: physical, economic, psychological, sexual, religious, etc.;
(13) Promoting personal, cultural and social diversity;
(14) Committed to addressing issues related to HIV/AIDS, Malaria, T.B and other infectious diseases through campaigns for preventive measures, treatment and vaccinations;
(15) Identifying and supporting needy school children to attain formal education and training; and
(16) Establishing a sustainable steady network with other stakeholders: the government, Organized groups, Institutions and Individuals to help promote the value of human life.
ARTICLE 2: MEMBERSHIP:
Membership is open to Kenyan citizens of either origin (profession, age, sex, religious, social, economic, political and cultural group), residing in the project area -Trans-Nzoia district. Direct membership is limited to 37 while indirect membership is limitless.
2.2: Membership/Entrance fee:
Any individual person qualifying for membership admission shall be required to pay a non-refundable membership fee of Kshs.1500.00 (One thousand five hundred shillings only), payable once. All members will also pay a quarterly membership subscription of KShs.500.00 as running expenses for the Organization. This translates to an annual subscription of Kshs.2000.00 (Two thousand shillings only). These figures are subject to change as deemed necessary.
2.3: Relinquishing of membership:
Any individual member shall automatically relinquish membership due to:
a) Natural attrition;
b) Failure to subscribe as per article 2.2;
c) Resignation (from the organization, through a written notice;
d) Expulsion from the organization
2.4: Refund fee:
Any individual person that relinquishes membership shall not be refunded any monies as the Kshs. 500.00 quarterly subscriptions will be used to offset the running costs of the organization.
ARTICLE 3: ORGANIZATIONAL STRUCTURE & GOVERNANCE:
3.1: The Board of Management and the Secretariat shall run the organization.
3.2: The Board of Management shall comprise nine (9) members as follows:
1) Board Chairperson
2) Vice Chairperson
3) Executive Secretary
4) Assistant Secretary
6) Programs Coordinator and
7) Three (3) special committee members.
3.3: The Secretariat shall comprise five (5) members as follows:
1) The Chairperson,
2) The Secretary
3) The Organizing Secretary
4) The publicity officer and
5) One committee member
ARTICLE 4: FORMATION OF THE ORGANS OF ORGANIZATION:
4.1: The Board of Management:
a) Shall be formed by members and shall comprise nine (9) members as stipulated in article 3.2.
b) Shall be formed through elections or by-elections.
4.2: The Secretariat:
a) Shall be formed through elections or by-elections,
b) Shall comprise five (5) members as outlined in article 3.3
ARTICLE 5: DUTIES & RESPONSIBILITIES:
5.1: Board of Management:
5.1.1: Board Chairman:
a) Shall be the general director of the group/team/project;
b) Shall ensure accurate two-way communication between the local and the wider organization;
c) Shall chair all Board of Management meetings.
d) Shall be a signatory to the Bank Account.
a) Shall assume all duties of the Chairperson in the latter's absence or any other duties assigned to him/her by the Board Chairperson.
5.1.3: Executive Secretary:
a) Shall be the official correspondent of the organization;
b) Shall be the custodian of the constitution and the copies of the organization's documents;
c) Shall keep all members posted with new developments and procedures within the organization;
d) Shall take minutes for the Board of Management meetings and the General
e) Shall be a signatory to the Bank Account
5.1.4: Assistant Secretary:
a) Shall assume all duties of the Secretary in the latter's absence or as directed by the Board Chairperson or his/her Vice.
a) Shall be responsible for the organization's infrastructure (finances, web-sites, books, brochures, & other organizational materials;
b) Shall give financial reports and statements as necessary
c) Shall be a signatory to the Bank Account
5.1.6: Programs Coordinator:
a) Shall make follow-ups of the schedules activities discussed in meetings;
b) Shall co-ordinate all seminars, workshops, and other activities for the organization;
c) Shall articulate the organizational aims/objectives and activities;
d) Shall link up the organization to the wider society;
e) Shall help in planning works and projects for the organization.
f) Shall co-ordinate all the activities of the organization;
5.1.7: Special Committee members:
a) Shall participate in all Board meetings;
b) Shall help formulate policies, activities and schedules of organization; and
c) Shall help articulate the organizational policies and activities.
a) Shall preside over all meetings of the organization but for the Board's meetings;
b) Shall participate in formulation of agenda for the meetings;
c) Shall delegate duties to members and officials as need arises;
d) Shall authorize and direct resolutions passed by members in meetings; and
e) Shall be a member of the Board of Management.
a) Shall take minutes of all organizational meetings but for Board meetings;
b) Shall keep the Board of Management informed of all the organizational discussions, activities and recommendations from members for consideration and possible adoption;
c) Shall be a member of the Board; and
d) Shall keep members informed of the meetings, resolutions and other organizational activities.
5.2.3: Organizing Secretary:
a) Shall Organize all field activities, seminars, discussion and other programs together with the Coordinator.
b) Shall Organize Staff development Programs including that of Indirect and Volunteer members.
5.2.4: Committee Members:
a) Shall participate in formulation of agenda, policies and projects for the organization;
b) Shall help recommend, develop and implement possible organizational projects; and
c) Shall participate in decision making in the respective organ as outlined in article 3.5.
ARTICLE 6: ELECTIONS:
6.1: General Elections:
a) Shall be carried out after every three years for the Board and two years for the Secretariat;
b) Shall be called for by the Chairperson and presided over by a Special Elections Council appointed by members;
c) An official shall be elected by a simple majority vote following secret balloting;
a) Shall take place in the event of resignation, natural attrition or a vote of no confidence;
b) The term of officials elected through a by-election shall end as the calendar year term of general elections ends as in article 6.1;
c) The elections shall be carried out as per article 6.1(a-c)
6.3: Vote of no Confidence:
a) An official of the Board of Management or Secretariat who fails to perform may be voted out through a vote of no confidence;
b) A vote of no confidence will be successful only following a simple 2/3 majority vote and shall be "non-expert";
c) The elections will then be held as in article 6.2.
Disqualification 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/her or he/she makes an arrangement(s) or composition with his/her creditors;
ii. If he/she becomes of unsound mind;
iii. If he/she 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 Organisation he/she resigns his/her office;
v. If he/she is removed from office by resolution duly passed under this constitution;
vi. If he/she is removed from membership of the Organisation pursuant to a resolution of the Organisation.
vii. If he/she engages in active politics or holds a political office.
viii. If he/she is directly or indirectly interested in any contract with the Organization and fails to declare the nature of his interest
ARTICLE 7: MEETINGS:
7.1: Board of Management Meetings:
a) Shall be called for and chaired by Board's Chairperson as deemed necessary;
b) Resolutions passed in this meetings shall be passed to the general organizational members
7.2: Executive Meetings:
a) Shall be called for and chaired by the Secretariat's Chairman;
b) May involve the Board of Management members as ex-officio (but for chairperson and secretary); and
c) Shall formulate policies and programs for implementation by organizational members.
7.4: Seasonal Meetings:
a) Shall be held on the 21st day of March, June, September and December of every year;
b) Shall be attended by all registered organizational members, both direct and Indirect;
c) Shall evaluate and reflect the quarterly strategies for the past quarter and draw up those for the next ; and
d) Shall review organizational programs and policies recommended and pass them to all members for perusal, verification and possible adoption.
7.5: Annual General Meetings (AGM):
a) Shall be held once annually;
b) Shall be chaired by the Board of Management Chairperson or his/her representative;
c) Shall be attended by all organizational members.
7.6: Extra-Ordinary Meetings:
a) Shall be held on special occasions or emergencies;
b) Shall be chaired by the Board's Chairperson or his or her representative; and
c) Shall be attended by all those involved in one way or the other.
ARTICLE 8: AD-HOC ASSOCIATIONS & RELATIONS WITH OTHER ORGANIZED GROUPS/TEAMS & GENERAL PUBLIC:
8.1: The organization shall function independently but shall seek to form close networks with other interested groups and individuals.
8.2: The Programs Coordinator shall liaise with other bodies and as such shall be the public relations officer and official spokesperson of the organization.
ARTICLE 9: DISCIPLINARY ACTIONS:
A number of mistakes may call upon disciplinary measures taken against the offender of the general organizational structure.
9.1: Disciplinary mistakes shall comprise:
a) Spreading of malicious rumours against the organization;
b) Violation of the organization's objectives and constitution; and
c) Any other mistake that shall be deemed necessary and worth disciplinary action.
9.2: Disciplinary Body and procedures:
a) The Board of Management and the Secretariat shall appoint an independent Disciplinary committee to discipline errant members wherever need arises;
b) The disciplinary action shall be taken without " mens rea" and shall range from expulsion, suspension, fining and any other measure deemed viable and in the spirit of justice and fairness;
c) Harsh disciplinary actions as expulsion shall only be recommended by the Disciplinary Committee against members that threaten the very existence of the organization and shall only be adopted for consideration and effected by the Board of Management;
d) Officials missing to attend three consecutive meetings without acceptable reasons and/or prior notice shall pay a fine not exceeding Kshs. 200.00. Lateness in meetings without valid reasons will also be considered as per the decision of the members and shall attract fines not exceeding Kshs. 100.00.
ARTICLE 10: FINANCES:
Funding sources to the organization shall include membership fees, fines, donations from individual/group/company well wishers, public fund raisings, small entrepreneurial organizational projects and any other viable legal source.
A special Finance Committee shall be set up by members to foresee the management of the organization's kitty and shall be chaired by the Treasurer. The committee will be required to give feedback (officially) to members from time to time and as need arises.
Financial lending to organizational projects shall be considered on merit and on condition of availability of funds in the lending kitty. The Finance Committee shall be in charge of lending following consultations with members. Merit qualifiers shall involve:
a) Validity and productivity of the project;
b) The population served by the project i.e. project beneficiaries;
c) Any other viable consideration as shall be recommended by the Finance Committee from time to time.
There shall be a panel of trustees who shall oversee the organisation's property on assets including land, buildings, Trust funds, investments and Securities acquired by the organisation.
i. The trustees shall be not less that two (2) and not more than three (3) in number.
ii. The Board' notified by an Annul General Meeting from the past office bearers and Board Members shall appoint trustees.
iii. The trustees shall hold office for two (2) terms of five (5) years and thereafter retire to leave room for new trustees.
iv. A General Meeting shall have the power to remove or retire any trustee and all vacancies accruing by removal, resignation or death of trustee shall be filled at the same or the next general meeting.
10.5: Funds and Resource Utilisation:
10.5.1: Application of Funds and Assets:
The funds and assets of the Organisation shall be applied solely towards the promotion of the objectives of the Organisation 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 member of the Organisation, provided that nothing herein shall prevent the payment, in good faith of reasonable and proper rent for premises demised or let by any member to the Organisation.
Provided also that non-executive members of the Board of the Organisation shall be appointed to any salaried office of the Organisation paid by fees, and that no remuneration or other benefit in money or moneys worth shall be given by the Organisation 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 Organisation.
10.5.2: Disclosure of Interest in Contracts
A member of the Board who in anyway, whether directly or indirectly, is interested in a contract or proposed contract with the Organisation shall disclose the nature of his/her interest at a meeting of the Board at which the question of entering into contract may be taken into consideration. A member of the Board shall not vote in respect of any contract or arrangement in which he/she is interested and if he/she shall do so, his/her vote shall not be counted
It shall be the work of the treasurer to cause the accounts to be kept in particular as regards:
a) The sum of money received and expended by the Organisation and the matters in respect of which such receipts and expenditures take place.
b) The assets and liabilities of the Organisation. The books of accounts shall be kept at the office or at such other place or places as the Board thinks fit, and shall
always be open to the inspection of the members of the Board during business hours.
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. 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.
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 document required by the law to be annexed or attached thereto or to accompany the same shall, in less than twenty one (21) 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.
1. The Organization shall at each Annual General Meeting appoint an Auditor or Auditors to hold office until the next Annual 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(s), if any, may act.
3. The remuneration of the Auditor(s) of the Organization shall be fixed at the Annual General Meeting, except that the Board may fix the remuneration of any auditor(s) appointed to fill any casual vacancy.
4. Every Auditor of the Organization shall have a right to see all relevant vouchers, and shall be entitled to access at all times, the books and accounts he/she requires from the Board:
i. Whether or not they have obtained all the information and explanations they have required; and
ii. Whether or not, in their opinion, the balance sheet referred to in the report is properly drawn up to exhibit a true and correct view of the state of the Organizations affairs.
The books of accounts and all documents relating thereto and list of members of the Organization shall be available for inspection at he 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 accounts and all documents relating thereto and list of members shall always be open for inspection by members of the Board during business hours.
10.5.6: Financial Year
The financial year of the Organization shall begin on the first day of January and end on the last day of December or at such other times as the Board may from time to time determine.
ARTICLE 11. DISSOLUTION AND DISPOSAL OF PROPERTY
The Organization shall not be dissolved or wound up except by resolution passed at a General Meeting of members by a two-thirds majority votes of the members present. The quorum at the meeting shall be over 67 percent of all the 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. The organization will not dissolve itself without prior consent in writing from the Non-Governmental Organizations Co-ordination Board obtained upon a written application addressed to the Executive Director of the Non-Governmental Organizations Co-ordination Board and signed by three of the officials of the Organization.
11.2: Disposal of Residual Assets on Winding up or Dissolution
If upon winding up or dissolution of the Organisation 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 of the Organisation, but shall be given or transferred to some other institution or institutions having objectives similar to the Organisation's, and which shall prohibit the distributions of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Organisation. Provided that such institution or institutions is or are to be determined by the members of the organisation at or before the time of dissolution, and in default thereof, by a judge of the High Court of Kenya, and if and so far as effect cannot be given to the aforesaid provision, then to some other charitable object.
11.3: Indemnity of Board Members
Every member of the Board and other officers or servants of the Organisation shall be indemnified against (and it shall be the duty of the Board, out of funds of the Organisation to pay) all cost, losses and expenses which any such person may incur or become liable for by reason of any contract entered into, or act or such thing done by him/her in good faith in the capacity aforesaid, in any way in the discharge of his duties, including travelling expenses, and the Board may give to any officer or employee of the Organisation 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.
11.4: Members' Contribution to Assets on Winding up
Every member of the Organisation undertakes to contribute to the assets of the Organisation in the event of it being dissolved or wound up while he is a member, or within one year of his ceasing to be a member, and the costs, charges and expenses of dissolution or winding up for the adjustment of the rights of the contributors amongst themselves, such sum as may be required not exceeding the sum of shillings one hundred only (KShs. 100/-)
ARTICLE 12: AMENDMEND OF THE CONSTITUTION:
a) Subject to the provision of Regulation 21(1) of the NGO Regulation, the Organization may by special resolution passed 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. It's remaining assets shall be distributed to another Organization(s) with similar objectives.
b) The constitution shall be amended as shall be considered necessary by organizational members;
c) The call of 11.a) above shall be by a simple majority;
d) A committee shall be formed to look into areas to be amended and come up with an amended draft;
e) The amendments shall after ratification and approval by members, be adopted and incorporated into the organization's constitution as an integral part of the same; and
f) Members will be required to familiarize themselves with the amended constitution and abide to it.