Constitution

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ABSTRACT

THE GUIDELINES MEANT TO ENSURE SMOOTH


OPERATION OF UMOJA NI NGUVU SELF HELP
GROUP.

User
FY 2020/2021

CONSTITUTION
UMOJA NI NGUVU SELF HELP GROUP
UMOJA NI NGUVU SELF HELP GROUP
P.O BOX 50241-6,
KIPKARREN RIVER.

This agreement is made on ……..day of………….in the year 2019 between the undersigned people as
founder members for the purpose of joint investment in stocks, shares, bonds, options, securities and
investments of a like nature for their mutual benefit and interest.

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TABLE OF CONTENTS
Agreement…………………………………………………………..…………1
Table of contents………………………………………………………...…….2
Article 1: Preamble and Name of Group………………………………….…..3
Article 2: Objectives……………………………………………………….….4
Article 3: Membership………………………………………………….….…..5
Article 4: Executive committee…………………………………………….….7
Article 5: Office bearers……………………………………………………….8
Article 6: Meetings……………………………………………………….……9
Article 7: Use of group funds………………………………………………....10
Article 8: Long term investments……………………………………………..11
Article 9: Amendments to the constitution…………………………..……….12
Article 10: Dissolution………………………………………………………..13
Article 11: Inspection of accounts and list of members………………………14
Article 12: Regulations………………………………………………………..15

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ARTICLE 1

PREAMABLE AND NAME OF GROUP


Umoja ni nguvu Self-help Group (hereinafter referred to as “The Group”) is hereby established as a non-
political, non-sectarian,
voluntary self-help group of members for the furtherance of the objectives hereinafter appearing.

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ARTICLE 2

OBJECTIVES
The objectives for which the Group is established are:
(a) Unite as an association and engage in activities to uplift the living standards of members and their
families.
(b) Engage in development activities that are geared towards generating funds for the group. This
may include acquisition of properties, fundraising activities such as agricultural activities and
small business.
(c) Enhance members’ financial status through provision of loaning facilities in times of need
(d) Provide a forum through which members can address their own or and family’s welfare needs.
(e) To develop and uphold the best of the cultural, social and economic heritage of the members and
their local communities.
(f) To be a forum where members would give each other financial, social, emotional, mental and
spiritual support whenever necessary.
(g) To do all such other things as are incidental or conducive to the attainment of all or any of the
foregoing objectives.

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ARTICLE 3

MEMBERSHIP

MEMBERS ID NUMBERS PHONE NUMBERS KRA PIN


1. JONATHAN KHAUSI 30130175 0792826835
2. HUMPHREY MUKUNA 33191377 0704947884
3. SAMUEL KAMAU 35002627 0797376617
4. HILLARY BARASA 3824144 0748140084
5. IVYNE MMBONE 0741387334
6. ALEX KIPTENG 35826566 0710776171
7. TIMOTHY JUMA 28308163 0712598021
8. DANCUN ROTICH 33241102 0726069186
9. BENEDICT AKING’A 32370319 0706557454 A008521532J
10. ABRAHAM BUSOLO
11. DAN SIMIYU 31887972 0715321789
12. MORGAN MWATHA 32760030 0708201563
13. DAN MUKURA 20801106 0712508311
14. KANICK KAVETSA 35214865 0746140484
15. BOSCO ALUKHAVA 31906295 0713263347
16. PETER WERUNGA 36506410 0743333473
17. MILLICENT MAIKUVA 28433014 0729712629
18. ALLAN MASIZA 32216431 0703911239
19. FRANCIS CHETAMBE
20. JENIFFER OKATCH 328524468 0703904029

A member must:
(a) Be aged 18 years and above.
(b) Be employed by a reputable employer or be engaged in legal gainful business
(c) Be willing to abide by all the rules and regulations of the Group.
(d) Be introduced by two members of the Group who have been active for a period of not less than one
year.
• Every member of the Group shall, on becoming a member, pay the Group a non-refundable
registration fee of Kshs. 100 or such other fee as may be prescribed.
• The minimum annual subscription fee for all members is Kshs 3,600 paid in equal monthly
installments of Kshs. 300 per month or such other fee as may be determined by the General
Meeting of the Group from time to time. However, the annual fee may be paid in equal monthly
instalments.
• Every member, on being accepted for membership, shall notify the Group of his/her next of kin
and the next of kin shall be responsible for the debts and be entitled to the rights, privileges,
obligations, emoluments and dividends of the deceased member.1

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Resignation from membership:
(a) Any member desiring to resign from the Group shall give a one-month written notice of the intended
Resignation to the Secretary and the resignation shall take effect from the date of expiry of the notice,
provided that the member has cleared all outstanding loans and other commitments made by him/her to
the Group and has handed over all the properties of the Group in his/her possession during the period of
notice.
(b) If any of the shares of a member desiring to resign have been invested in land, buildings and other
immovable property, the resignation shall only be effective when another member of the Group has
bought such invested shares.
(c) Any member who falls into arrears with his/her annual subscription for more than one year shall
automatically cease to be a member and his/her name struck off the register of Group members regardless
of Clause b above.
Removal from membership:
(a) The Executive Committee shall have power to suspend a member from his/her membership on the
grounds that the member’s conduct has adversely affected the reputation and dignity of the Group or that
the member has contravened any of the provisions of the Constitution of the Group.
(b) The grievances against a suspended member shall be reported and discussed at the next General
Meeting of the Group following the suspension and the Meeting shall resolve by a two-thirds majority of
the members present whether to expel the suspended member or lift the suspension.
(c) A person expelled from membership of the Group may re-apply for membership provided that such a
person shall only be re-admitted as a member with the authority of a special resolution adopted by the
Annual General Meeting.
(d) Any person who is expelled from membership is entitled to a refund of all moneys contributed by
him/her to the Group less any expenses incurred by the Group in dealing with the person’s contribution,
provided that the Executive Committee shall have power to determine how and when such refunds will
be made.The registration fee of Kshs.100 remains non-refundable .upon resignation, the member
resigning shall be given 66.67% of his/her total monthly contribution.

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ARTICLE 4

EXECUTIVE COMMITEE
• For the proper management of the affairs of the Group, an Executive Committee of the Group is
hereby established.
• The Executive Committee shall consist of 4 members elected at the Annual General Meeting of
the Group every year, all of whom shall be members of the Group. Such Committee members
shall take office immediately after the Annual General Meeting of the Group, and shall hold
office as such until the conclusion of the next Annual General Meeting, and shall then retire.
• On retirement, such Committee members shall be eligible for re-election for a further term as
shown in clause above.
• The Executive Committee shall have power to co-opt up to four (4) members, from among
members of the Group, for such period or for such special purpose as it may deem fit.
• In the event of death, resignation, removal, suspension or disqualification of any member of the
Executive Committee during his/her term of office, the vacancy so created may be filled by the
Group at the next General Meeting.
• The Executive Committee shall be responsible for the proper management of the Group and for
that purpose may give to the Chairman or any other member of the Executive Committee
directions as to the manner in which they shall perform their duties.
• The Executive Committee may from time to time appoint committees or sub-committees
consisting of members of the Group; and may, except as otherwise expressly provided by this
Constitution, delegate to any such committee or sub-committee all or any of the powers of the
Executive Committee.
• Any committee or sub-committee appointed by the Executive Committee may, with prior
approval of the Executive Committee, co-opt additional members who may but need not be
members of the Group.
• Except as otherwise expressly provided by this Constitution, the Executive Committee may
exercise all the powers of the Group; and no regulations made under this Constitution shall
invalidate any prior act of the Executive Committee which would have been valid if the
regulations had not been made.
The duties of the Executive Committee include, but not limited to:
(a) Approving new members.
(b) Uniting and co-ordinating the Group’s activities.
(c) Receiving and discussing recommendations of businesses and other activities from members of the
Group.
(d) Bridging the gap, if any, between divergent views in the Group.

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ARTICLE 5

OFFICE BEARERS
• The Chairman, Secretary, Treasurer, and Organising Secretary of the Group shall constitute
the Executive Committee and shall be elected from among members at the Annual General
Meeting every year and shall take and hold office.
• Any officer of the Group (whether elected or appointed) who is absent at three consecutive
meetings of the Executive Committee without any apology or reasonable cause may be
specifically discussed by the Executive Committee and a decision taken thereon. Without
prejudice to any other provision of this Constitution, the Executive Committee shall have
power to remove from any office any co-opted or appointed officer of the Group with the
consent of not less than two-thirds of its members present at the meeting which considers
such removal. In the case of elected officers of the Group, the Executive Committee shall
have the power to suspend the officer and shall notify the subsequent General Meeting of the
suspension for consideration, unless the same be sooner lifted.
Duties of Officers of the Group
Chairman:
The Chairman shall provide leadership to the Group and shall, unless prevented by illness or
sufficient cause, preside over all meetings of the Executive Committee and at all General
Meetings.
Secretary:
i. The Secretary shall deal with all the correspondence of the Group under the general
supervision of the Executive Committee. In cases of urgent matters where the Executive
Committee cannot be consulted, he/she shall consult the Chairman. The decision reached shall be subject
to ratification or otherwise at the next Executive Committee meeting.
ii. He/she shall issue notices convening all meetings of the Executive Committee and all General
Meetings of the Group.
iii. He shall be responsible for keeping minutes of all such meetings and for preservation of all
records and proceedings of the Group and of the Executive Committee.
Treasurer:
i. The Treasurer shall receive and also disburse, under the directions of the Executive
Committee, all moneys belonging to the Group and shall issue receipts for all moneys
received by him/her and preserve vouchers for all moneys paid out by him/her.
ii. The Treasurer shall be responsible to the Executive Committee and to the members that proper
books of accounts of all moneys received and paid out by the Group are written up, preserved
and available for inspection and audit.

Organising Secretary:
The Organising Secretary shall deal with the organising of all meetings and activities
of the Group including booking and/or reserving of venues. The Organising Secretary shall
also be the master of ceremony at all functions of the Group.

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ARTICLE 6

MEETINGS
There shall be two classes of general meetings - Annual General Meetings and Special General Meetings.

➢ The Annual General Meeting shall normally be held not later than 31st December each year at
such venue and time as the Executive Committee shall determine. Notice of such Annual General
Meeting in writing, accompanied by annual statement of accounts and the agenda for the meeting,
shall be sent to all members not less than 21 days before the date of the meeting.
➢ The agenda for the Annual General Meeting shall consist of the following, among other items:
(a) Confirmation of the minutes of the previous Annual General Meeting.
(b) Matters arising from the confirmed minutes.
(c) Chairman’s Report.
(d) Considerations of accounts.
(e) Election of Executive Committee members and appointment of auditor and directors as necessary.
(f) Such other matters as the Executive Committee may decide or as to which notice shall have been given
in writing by a member or members to the Secretary at least seven days before the date of the meeting.
(g) Any other business with the approval of the Chairman.

➢ A Special General Meeting may be called for any specific purpose by the Executive Committee.
Notice of such a meeting shall be sent to all members not less than 7 days before the date thereof.
➢ A Special General Meeting may also be requisitioned for a specific purpose by order in writing to
the Secretary of not less than 10 members and such meeting shall be held within 21 days of the
date of receipt of the requisition.
➢ Any member wishing to bring any matter before the Annual General Meeting for resolution or
discussion may do so only if he/she shall have given notice in that behalf to the Secretary at least
14 days before the date fixed for resolution or discussion or by leave of all the members of the
Group present at such meeting.
➢ The quorum for the General Meetings shall not be less than one-fifth of the registered members of
the Group.
Procedure at General Meetings & Meetings of the Executive Committee
• At all meetings of the Group, the Chairman shall preside, or in his/her absence, or in the
absence of both of these officers, a Chairman elected from amongst the members present.
• The Chairman may at his/her discretion limit the number of persons permitted to speak in favour
of or against any motion.
• Resolutions shall be decided by simple voting by a show of hands. In the case of equality of
votes, the Chairman shall have a second or casting vote.
• The Executive Committee shall cause proper minutes of all general meetings of the Group and of
the Executive Committee to be taken and recorded and shall present to the Annual General
Meeting a full report of the activities of the Group.

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ARTICLE 7

USE OF GROUP FUNDS


• The funds of the Group may only be used for the following purposes:
(a) Any activity organised in the interest of the Group;
(b) Helping a charitable cause decided upon by members of the Group;
(c) Reimbursement of expenses incurred by officers or members of the Group in the course of their work
for the Group; and
(d) Investments as agreed upon by members.
• All moneys and funds shall be received by and paid to the Treasurer and shall be deposited by
him/her in the name of the Group in the bank or banks approved by the Executive Committee.
• No payments shall be made out of the bank account(s) without a resolution of the Executive
Committee authorising such payment and all cheques on such bank account(s) shall normally be
signed by the Treasurer or, in the absence of the Treasurer, the Assistant Treasurer and two other
office bearers of the Group who shall be appointed by the Executive Committee.
• A sum not exceeding Kshs 2,000/= or such other amount as may be determined by the Executive
Committee from time to time may be kept by the Treasurer for petty disbursements for which
proper account shall be kept.
• The Executive Committee shall have power to suspend any officer of the Group who it has
reasonable cause to believe is not properly accounting for any of the funds or property of the Group
and shall have power to appoint any other member of the Executive Committee in his/her place.
Such suspension shall be reported to a General Meeting to be convened on a date not later than two
months from the date of such suspension and the General Meeting shall have full power to decide
what further action should be taken in this matter.
• The financial year of the Group shall be from 1st August to 31st July.

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5 ARTICLE 8

LONG TERM INVESTMENTS


• Each land, building and other immovable property and each long-term investment and security
which shall be acquired by the Group shall be registered in the name of a private limited liability
company formed by the Group solely for that purpose. Each company formed by the Group shall
be managed by a board of directors.
• The directors, who shall be not less than three and not more than nine for each company, shall be
members of the Group and shall be appointed at an Annual General Meeting for a period of three
years from the date of the Annual General Meeting.
• On retirement, such directors shall be eligible for re-election for a further term of three years.
Provided that a director who has held office for two consecutive terms shall not be eligible for re-
election until the expiry of three years from the date he/she last held office.
• An Annual General Meeting shall have power to remove any of the directors and all vacancies
occurring by removal, resignation or death, shall be filled at the same or next Annual General
Meeting.
• The directors, in consultation with the Executive Committee, shall have power to invest and deal
with the moneys of the Group not immediately required in such manner as may from time to time
be determined by the Group, and shall pay all the income received from the property or
investment vested in them to the Treasurer. Any expenditure in respect of such property or
investment, which in the opinion of directors is necessary or desirable, shall be reported by the
directors to the Executive Committee which shall authorise expenditure of such moneys as it
thinks fit.

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ARTICLE 9

AMENDMENTS TO THE CONSTITUTION


Any amendment to this Constitution of the Group must be approved by at least a two-third majority of
members at a General Meeting of the Group and implemented immediately thereafter provided the
amendment does not contravene Government regulations.

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ARTICLE 10

DISSOLUTION
• The Group shall not be dissolved except by a resolution passed at a General Meeting of members
by a vote of two-thirds of the members present. If no quorum is obtained, the proposal to dissolve
the Group shall be submitted to a further General Meeting, which shall be held within one
calendar month. Notice of this meeting shall be given to all members of the Group at least 14
days before the date of the meeting. The quorum for this second meeting shall be the number of
members present.
• Provided, however, that no dissolution shall be effected without the prior consent in writing of the
official(s) in the relevant Government Department, obtained upon application to him/her made in
writing and signed by three office bearers.
• When the relevant Government Department has approved the dissolution of the Group, no further
action shall be taken by the Executive Committee or any officer of the Group in connection with
the aims of the Group other than to get in and liquidate all the assets of the Group. Subject to
payment of all the debts of the Group, the balance thereof shall be distributed in such other
manner as may be resolved by the meeting at which the resolution for dissolution is passed.

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ARTICLE 11

INSPECTION OF ACCOUNTS AND LIST OF MEMBERS


The books of accounts and all documents relating thereto and a list of members of the Group shall be
available for inspection during ordinary working days by any relevant Government officer or member of
the Group on giving not less than seven days’ notice in writing to the Chairman.

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ARTICLE 12

REGULATIONS
The Executive Committee may, subject to the provisions of this Constitution, make regulations that shall
be binding, on all members of the Group, prescribing all or any of the following matters:
(a) annual subscriptions;
(b) manner of application for membership of the Group;
(c) grounds for, and procedure relating to, expulsion of members of the Group;
(d) resignation of members from the Group;
(e) regulation of powers exercisable by the Executive Committee and any committees or sub-committees
thereof, and delegation of powers;
(f) manner of convening meetings of the Executive Committee, sub-committees and quorums and
procedures thereof;
(g) manner of convening general meetings of the Group, and quorums and procedures thereof;
(h) manner of election, removal and replacement of the Chairman, the Vice-Chairman and other members
of the Executive Committee; and
(i) such other matters as may be deemed by the Executive Committee to be necessary for the promotion of
the objects and regulations of the affairs of the Group.

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