CONSTITUTION OF SHANZU

NETWORK FOUNDATION.
(I) PREAMBLE
Preamble
We, the members of the “Shanzu Network Foundation,” do hereby establish this
Constitution and Bylaws to fully realize our Mission of assisting underprivileged
persons, particularly, unemployed youths, orphans, widows, teenage mothers,
school dropouts, drug addicts, people with disabilities and our contributions to the
community and the environment.

Background
Shanzu is a vibrant coastal community in Mombasa, Kenya, SHANZU is home to
resilient individuals facing significant social and economic challenges. As we
introduce our charitable organization, let’s shed light on the pressing issues our
community grapples with:

Poverty: Many families struggle to make ends meet, lacking access to necessities
like food, clean water, health, and shelter. Poverty perpetuates a cycle of hardship,
affecting children’s education and overall well-being.

Teenage Pregnancy: Adolescent girls face early pregnancies due to limited

awareness, inadequate reproductive health education, and societal pressures.
These young mothers need support to continue their education and break free from
poverty.

School Dropouts: The lack of quality education and financial constraints force
children out of school. Education is a pathway to empowerment, and we aim to
keep children in classrooms, nurturing their dreams.

Drug Epidemic: Muguka, cocaine, and bhang (cannabis) peddling and smoking
plague our streets. Addiction tears families apart, disrupts communities, and fuels
crime. We strive to provide rehabilitation and prevention programs.

Insecurity and Gang Tensions:

Shanzu faces security challenges, with gang-related tensions impacting daily life.
Our organization collaborates with local authorities to create safer neighborhoods.

Hunger and Basic Needs: Families go to bed hungry, lacking nutritious meals.
Access to clean water, sanitation, and healthcare remains a distant dream for many.
Together, we can change that.

Our Vision:
We envision a Shanzu where every child attends school, every family has enough
to eat, live in a clean environment and hope thrives.
1.0 PART 1 NAME
1.1 The name of the Foundation shall be Shanzu Network Foundation,
hereinafter (the Foundation).

2.0 PART II OBJECTIVES

2.1 Main Objective: To provide the protections of shelter, sustenance, education,
medical care, food, rehabilitation, and emotional support, to needy orphans and
widows, the poor, teenage mothers, and drug addicts, in Shanzu, Bamburi, and
outlying areas of Shanzu. The Shanzu Network Foundation shall adhere to
internationally accepted best practices in the care of children and adults.

2.2 Specific Objective: To meet the needs of our youths, orphans and widows,
disabled and the larger needy and vulnerable population in the Shanzu while
developing a Resource Centre, that shall include shelters for the homeless, a
school, a Foundation Headquarters, and a medical clinic on land owned by Shanzu
Network Foundation

2.3. OBJECTIVES.
1. Assisting Vulnerable Groups (Homeless, Orphanages, and Rescue Centers): Connect
with existing shelters, orphanages, and rescue centers to provide resources volunteered by
our members like food, clothing, and educational support. Collaborate with local
businesses, beach hotels, companies, local leaders, and other well-wishers to support this
worthy cause under their Corporate Social Responsibility programs.
2. Identifying Opportunities for Unemployed Youths: To create opportunities for
unemployed youths, we shall consider organizing job fairs where local businesses and
companies can participate. These fares will provide a platform for youths to interact
directly with potential employers. Additionally, conduct skill-building workshops
covering topics like resume writing, interview skills, and professional etiquette. Establish
mentorship programs where experienced professionals guide and support young job
seekers, sharing career advice and industry insights. Collaborate with local businesses,
including Beach Hotels, to create job opportunities such as internships and entry-level
positions. Encourage businesses to hire locally and invest in youth talent. Partner with
vocational training centers and educational institutions to offer relevant courses and
certifications, ensuring practical skills alignment with industry needs. Facilitate
networking events for youths to connect with potential employers, investors, and business
partners, encouraging mutually beneficial collaborations.
3. Empowering Teenage Mothers to Return to School: Reach out to schools, community
centers, and NGOs focusing on education. Provide scholarships, childcare support, and
counseling services to encourage teenage mothers to continue their education.
4. Volunteerism Spirit: Deploying local and international volunteers to significantly
impact community projects. Create a structured volunteer program that aligns with our
 goals. Engage volunteers in activities such as environmental conservation, health
awareness campaigns, and skills training.
5. Visiting correctional facilities to engage with underage children who are detained there.
We will provide counseling, offer support and companionship, and supply basic personal
items such as toothbrushes, soap, tissue paper, and clothing.
6. To establish a community resource center aimed at facilitating learning for orphans,
vulnerable children, and street kids, as well as serving as a source of practical
community and career development information Centre to local community members
and community-based-affiliated groups.
7. Providing Relief for Natural Disasters and Calamities
Set aside funds to help people affected by natural disasters (like floods, earthquakes, etc.)
or other exceptional emergencies. Use these funds to provide immediate assistance, such
as food, shelter, and medical aid.
8. Assisting People with Disabilities: Partner with disability organizations and healthcare
providers. Offer accessible facilities, vocational training, and employment opportunities
tailored to their needs. Provide them with wheelchairs, crutches, and other equipment to
enable their mobility.
9. Strengthening Young Talents (Upcoming Artists) & Sports: Foster local artists by organizing
exhibitions, workshops, and talent showcases. Encourage creativity and provide them with
platforms to display their work. Identify and nurture sporting talents among the youth by
organizing football activities and other sports disciplines such as athletics and various ball
games.
10. Education: Work closely with schools, colleges, and educators. Identify and nurture
talents in various fields—arts, sports, academics, etc. Offer scholarships and mentorship
to promising students. To partner with local schools to improve children’s reading skills.
Enlist volunteers to provide reading materials, organize storytelling sessions, and create a
love for learning. Consider establishing community libraries.
11. Poverty Reduction: Assist community groups in starting enterprises that boost economic
productivity. Encourage cooperative models where members collaborate for mutual
benefit. Monitor progress and adapt strategies as needed.
12. Microfinance Development: Empowering community groups through microfinance is a
powerful way to enhance economic stability. Consider establishing community savings
and loan groups, where members contribute regularly and can access loans for income-
generating activities. Encourage financial literacy and responsible borrowing.
13. Self-Sustaining Projects: Develop long-term income-generating initiatives that sustain
our organization’s activities. Explore eco-friendly ventures, agribusiness, or Eco-tourism
(Camping, hiking, and wildlife viewing). Ensuring that these projects align with
community needs and environmental conservation.
14. Strengthening Young Talents (Upcoming Artists): Support local artists by organizing
exhibitions, workshops, and talent showcases. Encourage creativity and provide
platforms for them to showcase their work.
15. Disease Awareness: Raise awareness about malaria, tuberculosis, and other infectious
diseases. Conduct workshops, distribute informational materials, and collaborate with
health professionals to promote prevention and early detection.
16. Well-being for People Living with HIV/AIDS: Collaborate with healthcare providers
and support organizations to provide holistic care for individuals and families affected by
 HIV/AIDS. This includes access to treatment, counseling, nutrition, and livelihood
support.
17. Promoting Health: Organize health camps, awareness drives, and workshops on
nutrition, hygiene, and preventive care. Partner with healthcare professionals and clinics
to provide medical services to the unreached underprivileged communities in Shanzu.
18. Community policing through our Network: Engage with local law enforcement
agencies, community leaders, and residents. Promote neighborhood watch programs,
safety awareness campaigns, and collaboration between police and citizens.
19. Network with other NGOs and community organizations to build partnerships and
amplify our impact in the region and beyond.
20. Engage in farming and starting businesses whose returns shall be plowed back into the
foundation to achieve its goals.
21. Income-Generating Activities: Mobilize community members to
initiate income-generating projects. Consider agriculture, handicrafts,
or small-scale businesses. Provide training on entrepreneurship,
financial management, and marketing targeting youth, women, and
the unemployed masses within Shanzu.
22. Eco-Tourism: Promote Eco-tourism as a revenue source. Highlight
the region’s natural beauty, cultural heritage, and unique experiences.
Involve local guides and collaborate with tourism agencies.

3.0 PART III MEMBERSHIP & GOVERNANCE

3:8 ARTICLE: MEMBERSHIP

The Founding Director to this constitution and such other persons of Shanzu
Network Foundations as the Board of the Shanzu Network Foundation may from
time to time admit to membership, the membership being not less than 10 persons
shall be members of the Shanzu Network Foundation, provided that a member shall
cease to be a member if:

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

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

iii) Honorary members do note have voting powers, except with regard to duties of
their positions within the Shanzu Network Foundation. Honorary membership may
be conferred by a majority vote of the Board of Directors to an individual whose
position in the Shanzu Network Foundation is one involving managerial
responsibilities within or outside of the country of Kenya.
3:10 ARTICLE: THE MANAGEMENT STRUCTURE
There shall be the Chief Executive Officer of the Board of the Shanzu Network
Foundation. As such the Chief Executive Officer, shall manage the day-to-day
operations of the Shanzu Network Foundation and shall be in charge of the Shanzu
Network Foundation’s affairs.

The Management may pay all expenses incurred in setting up and registering the
Shanzu Network Foundation and may exercise such powers of the Shanzu Netwoork
Foundation as are not required by this constitution to be exercised by a General
Meeting, to achieve the objectives of the Shanzu Network Foundation. No
regulations made by the Shanzu Network Foundation in a General
Meeting, shall invalidate any prior act of the board which would have been valid if
such regulations had not been made.

The Chief Executive Officer shall be responsible to the General Meeting and the
Board of Directors. He shall be an employee of the Shanzu Network Foundation and
whose terms of service shall be determined by the Board. He shall interalia;
a) Represent and act on behalf of the Shanzu Network Foundation generally
b) Do all such acts as may be necessary for the efficient running of the Shanzu
Network Foundation's affairs;
c) Keep full complete, and up-to-date records of the Shanzu Network Foundation’s
affairs;

4.0: ARTICLE: FIRST APPOINTMENT TO THE BOARD

The interim members to the Board shall be appointed in writing by the Founder of
this Foundation. They shall include 5 persons who shall act respectively as the
Chairman, Secretary, Treasurer, and Vice Chairman, organizing Secretary and three
(3) Executive Board Members of the Shanzu Network Foundation; until the
conclusion of the first Annual general meeting when a substantive Board shall be
appointed to serve for 3 years. Provided that a member of the Board shall be a
member of the Shanzu Network Foundation.

4:1 ARTICLE: OTHER APPOINTMENTS TO THE BOARD

The Board may from time to time and at any time appoint any member of the
Shanzu Network Foundation, in case of vacancy, or by way of addition, to the board;
provided that the prescribed maximum is not thereby exceeded and provided also
that the proposal to appoint any new member of the board under this section shall
be set out in a formal resolution forming part of the notice convening the Board
meeting.
4:2 ARTICLE: ALTERNATES
Any member of the Board may appoint another member to be his alternate to act in
his place at
any meetings of the Board at which he is unable to be present. Such appointees
shall be entitled to
Exercise all the rights and powers of a member of the Board and, where they are
members of the
Board shall have a separate vote on behalf of their appointers in addition to their
votes. A
member of the Board may, at any time, revoke the appointment of an alternate
appointed by him.
The appointment of an alternate shall be revoked ipso facto (by itself) if his
appointer ceases to be a
member of the Board. Every appointment and revocation under this paragraph shall
be effected by
notice in writing under the hand of the appointer served on the Shanzu Network
Foundation and such alternate.
4:3 ARTICLE X: OFFICE BEARERS
The Shanzu Network Foundation shall at the Annual General Meeting in each year
elect from its members its Chairman, Vice chairman and Treasurer. The above
officials shall hold office until the next
Annual General Meeting following that at which they were elected when they shall
retire but shall be eligible for reelection. If the Chairman, during his term of office,
should cease to be a member of the Shanzu Network Foundation, resign from office
or die, the directors shall elect one of their members to hold office until the next
Annual General Meeting when a new Chairman shall be elected. The same
procedure shall apply to the secretary and Treasurer.

4:4 ARTICLE: DUTIES OF OFFICE BEARERS/OFFICIALS

1. OFFICE BEARERS
a) The office bearers of the Foundation shall be
i. The Chairman
ii. The Vice-Chairman
iii. The Secretary
iv. The Assistant Secretary
v. The treasurer
vi. The Assistant Treasurer
vii. The Organizing Secretary
All of whom shall be fully paid-up members of the society and shall
be elected at the annual general meeting to be held in each year.
b) All office bearers shall hold office from the date of election until
the succeeding annual general meeting subject to the conditions
contained in sub-paragraphs(c) and (d) of this rule but shall be
eligible for re-election.
 c) Any office bearer who ceases to be a member of the Foundation
shall automatically cease to be an office bearer thereof.
d) Office bearers may be removed from office in the same way as it is
laid down for the expulsion of members in rule 3 (d) and vacancies
thus created shall be filled by persons elected at the general
meeting following the expulsion.

2. DUTIES OF OFFICE BEARERS

4:5The chairperson
a) The Chairman shall, unless prevented by illness or other sufficient cause,
preside over all meetings of the Board and at all general meetings.

b) He shall provide general guidelines related to the affairs of the Shanzu Network
Foundation. In his absence, the Vice-chairman shall chair the meeting.

4:6The vice-chairperson shall perform any duties of the Chairman in his absence.
4:7The Secretary shall;
a) Deal with all the correspondence of the Foundation under the general
supervision of the committee. In cases of urgent matters where the Board
cannot be consulted, he shall consult the Chairman or if he is not available,
the Vice –Chairman. The decisions reached shall be subject to ratification or
otherwise at the next board meeting.
b) He shall issue notices convening all meetings of the Board and all general
meetings of the society and
c) Shall be responsible for keeping minutes of all such meetings and for the
preservation of all records of proceedings of the Foundation and committee.
d) Carry out all correspondence and publicity on behalf of the Shanzu Network
Foundation.
e) Arrange for meetings of the Shanzu Network Foundation on instructions of
the Board of Directors, in Special circumstances, and or on the instructions of
General Meetings.

Assistant Secretary- in the absence of the Secretary, the Assistant

Secretary shall perform all the duties of the Secretary and such other duties
as shall be assigned to him by the Secretary or Board whether the Secretary
is present or not.

The Treasurer shall

In general, ensure that proper accounting procedures are adhered to,
and shall;
 a) Keep on a proper accounting basis all the financial records of the
Shanzu Network Foundation;
b) Open a bank account on the advice of the Board and ensure that all
drawings from the account are countersigned either by the Chief
Executive or his deputy;
c) Provide reports on the financial statement of the Shanzu Network
Foundation and audited accounts to the general meeting.
d) Receive and shall also disburse, under the directions of the committee,
all moneys belonging to the foundation and shall issue receipts for all
moneys received by him and preserve vouchers for all moneys paid by
him.
e) The Treasurer shall be responsible to the Board and the members that
proper books of account of all moneys received and paid by the
Foundation are written up, preserved and available for inspection.
Assistant Treasurer- the Assistant Treasurer shall perform such duties as
may be specifically assigned to him by the Treasurer or by the Board and in
the absence of the Treasurer shall perform the duties of the treasurer.

3:9 ARTICLE: REMOVAL OF BOARD MEMBERS.

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

4.0: MEETING AND QUORUMS.

4:1 ARTICLE: PROCEEDINGS OF THE BOARD.
The Board may meet for the dispatch of business, adjourn, and otherwise regulate
their meetings as they think fit. The quorum necessary for the transaction of
business shall be not less than half the number of members of the Board for the
time being.
 Questions arising at any meeting shall be decided by a majority of votes. In
case of any equality of votes, the chairman shall have a casting or second vote.

4:2 ARTICLE X1V: CALLING OF MEETINGS

(a) Normal Meetings All normal meetings of the Board shall be summoned by the
Secretary, acting in consultation with the Chairman, by giving at least 7 days’ notice
accompanied by the proposed agenda, venue and time of the meeting.

(b) Requisitioned Meetings

A member of the Board may request for a meeting, and on the request of at least
two (2) members of the Board, the Secretary shall at any time summon a meeting
of the Board by at least twenty-one days of notice served upon the several
members of the Board, with an indication of the proposed agenda.
4:3 ARTICLE: FORMATION OF COMMITTEE
1. The Board may delegate any of their powers to Committees consisting of
such members of the board as they think fit, and any Committee so formed
shall, in the exercise of the powers delegated, conform to any regulations
prescribed by the Board. The meetings and proceedings of any such
Boardshall be governed by the provisions of this constitution for the time
being regulating the meetings and proceedings of the Board so far as
applicable and so far as the same shall not be superseded by any rules made
by the Board
2. All acts bona fide done by any meeting of the Board or of any Committee of
the Board or by any person acting as a member of the Board, shall,
notwithstanding that it be afterward discovered that there was some defect
in the appointment or continuance in office of any such member or person
acting as aforesaid that they or any of them were disqualified, be as valid as
if every such person had been duly appointed or had duly continued in office
and was qualified to be a member of the Board.
3. A resolution in writing signed by not less than two-thirds of the members for
the time being of the board of any of the Board who are duly entitled to
receive notice of a meeting of the board or of such Committees shall be as
valid and effectual as if it had been passed at a meeting of the Board or of
such committee duly convened and constituted.

4:4 ARTICLE: DISQUALLIFICATION OF MEMBERS OF THE BOARD

The office of a member of the board shall be vacated:
a) If a receiving order is made against him or he makes an arrangement or
composition with his creditors;
b) If he becomes of unsound mind;
c) If he fails to attend the meetings of the Board for Six times, except by
special leave of the Board;
d) If by notice in writing to the Shanzu Network Foundation he resigns his office;
 e) If he is removed from office by a resolution duly passed under this
constitution.
f) If he is removed from membership of the Shanzu Network Foundation
pursuant to a resolution of the Shanzu Network Foundation.

4:5 ARTICIE: GENERAL MEETINGS

a) The Shanzu Network Foundation shall in each year hold a General Meeting as
the Annual General Meeting, in addition to any other meetings in that year,
and shall specify the meeting as
b) such in the notice calling it. Not more than Twelve months shall elapse
between the date of
One Annual General Meeting of the Shanzu Network Foundation and that of the
next. The Annual General Meeting shall be held at such time and place as the
Board shall appoint.
c) The Annual General Meeting shall be called the Ordinary General Meeting
and all other
d) general meetings shall be called Extraordinary General Meetings.
4:6 ARTICLE XVIII: MANNER OF CONVENING EXTRA ORDINARY GENERAL
MEETINGS
a) The Board may, whenever it thinks fit, convene an extraordinary general
meeting;
b) The Board shall also, on the requisition of not less than one-third of the
members of the
Shanzu Network Foundation, proceed to convene an extraordinary General
Meeting, provided that the requisition must state the objects of the meeting
and must be signed by the requisitionists and deposited at the office.

4:7 ARTICLE: NOTICE OF GENERAL MEETINGS

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

4:8 ARTICLE: PROCEEDINGS AT GENERAL MEETINGS

a) All Business shall be deemed special that is transacted at an extraordinary
general meeting and also all that is transacted at an Ordinary General
meeting except:
b) The consideration of the accounts and balance sheets, the reports of the
Board and Auditors, The elections of the board, Appointment of auditors, and
the fixing of the remuneration of the Auditors. Provided that no business shall
 be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business members present
in person or by proxy shall continue to constitute a quorum.
c) If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting if convened upon the requisition of members shall
be dissolved, and in any other case it shall stand adjourned to the same day
in the next week at the same time and place and if at such adjourned
meeting, a quorum is not present within half an hour from the time appointed
for the meeting, the meeting shall then be dissolved.
d) The Chairman, or in his absence the Vice-chairman of the Board, if present
shall preside at every General Meeting. If there is no such Chairman or Vice
Chairman, or if at any meeting neither is present within 15 minutes after the
time appointed for holding the meeting, the members present shall designate
one of their members to be Chairman of the meeting.
e) The chairman of any meeting at which a quorum is present may, with the
consent of the meeting adjourn the meeting from time to time and from place
to place but no business shall be transacted at any adjourned meeting other
than the business left unfinished. When such adjournment extends to more
than 30 days since the original schedule date of the meeting, notice of the
adjourned meeting shall be given as in the case of an original meeting.

4:9 ARTICLE: VOTING AT GENERAL MEETINGS

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

b. On a poll, votes may be given personally or by proxy, provided that the

instrument appointing a proxy shall be in writing under the hand of the
appointing party or of his attorney duly authorized in writing, or, if the
appointing party is a corporation either under seal or under the hand of
an officer or attorney duly authorized, a proxy need not be a member
of the Shanzu Network Foundation provided that no person shall be
entitled to be appointed a proxy of more than two absent members.

c. The instrument appointing a proxy and the power of the attorney or

other authority, if any, or a notarized, certified copy of that power or
authority shall be deposited at the officer or at such other place
convening the meeting, not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote or, in the case of a poll, not less
than 24 hours before the time appointed for taking the poll, and in
default the instrument of the proxy shall not be treated as valid after
the expiration of twelve months from the date of its execution.
 d. At any General Meeting a resolution put to the vote of the meeting
shall be decided by a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded by at least
two members. Unless a poll is so demanded a declaration by the
chairman that a resolution has, on a show of hands, been carried, shall
be conclusive evidence of the fact without proof of the number or
proportion of the vote recorded in favor of or against such a resolution.
A demand or a poll may be withdrawn.

e. A poll demanded on the election of a Chairman, or on the question of

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

f. In case of an equality of votes, whether on a show of hands or on a

poll, the Chairman of the meeting at which the show of hands takes
place, or at which a poll is demanded, shall be entitled to a second or
casting vote.

4.10 ARTICLE: PARTNER CORPORATIONS OF SHANZU NETWORK

FOUNDATIONS ACTING BY REPRESENTATIVES AT MEETINGS

Any corporation a partner of Shanzu Network Foundation which is a member may,

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

5.0: FUNDS AND RESOURCES UTILIZATION

FUNDS
a) All moneys and funds shall be received by and paid to the Treasurer and shall be deposited by
him in the name of the Foundation in any bank approved by the Board.
b) No payments shall be made out of the bank account without a resolution of the Board or
committee authorizing such payment and all cheques on such bank account shall be signed by
the Four Authorized signatories who shall be appointed by the Board.
c) A sum not exceeding Sh. 10,000 may be kept by the Treasurer for petty disbursements of which
proper account shall be kept.
d) The board shall have the power to suspend any office bearer who it has reasonable cause to
believe is not properly accounting for any of the funds or property of the society and shall have
 the power to appoint another person in his 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 the matter.
e) The financial year of the society shall be from 1st January to 31st December.

5.1 ARTICLE APPLICATION OF FUNDS AND ASSETS

The funds and assets of the Shanzu Network Foundation shall be applied solely
towards the promotion of the objects of the Shanzu Network Foundation as outlined
in this constitution; and no portion thereof shall be paid or transferred directly, or
indirectly by way of dividend, gift bonus or otherwise by way of profit to the
members of the Shanzu Network Foundation provided that nothing herein shall
prevent, good faith, of reasonable and proper remuneration to any officer or servant
of the Shanzu Network Foundation or any member of the Shanzu Network
Foundation, in return for any services rendered to the Shanzu Network Foundation,
or prevent the payment of interest at a rate not exceeding current bank rates on
money lent or reasonable and proper rent for premises demised or let by any
member to the Shanzu Network Foundation. Provided also that no non-executive
member of the Board of the Shanzu Network Foundation shall be appointed to any
salaried office of the Shanzu Network Foundation or any office of the Shanzu
Network Foundation paid by fees, and that no remuneration or other benefit in
money or money’s worth shall be given by the Shanzu Network Foundation 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 Shanzu Network Foundation.
5.2 ARTICLE: DISCLOSURE OF INTEREST IN CONTRACTS
A member of the board who is in any way, whether directly or indirectly, interested
in a contract or proposed contract with the Shanzu Network Foundation shall
disclose the nature of his/her interest at a meeting of the Board at which the
question of entering into the contract is taken into consideration. A member of the
board shall not vote in respect of any contract or arrangement in which he is
interested and if he shall do so his vote shall not be counted.

5.3: ARTICLE DISPOSAL OF RESIDUAL ASSETS ON WINDING UP OR

DISSOLUTION
If upon the winding up or dissolution of the Shanzu Network Foundation 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 Shanzu Network Foundation, but shall be given or transferred to some other
institution or institutions having objects similar to the objects of the Shanzu Network
Foundation, and which shall prohibit the distribution of its or their income and
property amongst its or their members to an extent at least as is imposed on the
Shanzu Network Foundation. Provided that such institution or institutions is or are to
be determined by the members of the Shanzu Network Foundation at or before the
date of dissolution, and in default thereof, by a judge of the High Court of Kenya,
and if so far as effect cannot be given to the aforesaid provisions, then to some
other charitable objects.
5.4 ARTICLE INDEMNITY OF BOARD MEMBERS
Every member and other officers or servant of the Shanzu Network Foundation shall
be indemnified against (and it shall be the duty of the Board, out of the funds of the
Shanzu Network Foundation, to pay) all costs, losses, and expenses which such
person may incur or become liable for because of any contract entered into, or act
or thing done by him in good faith in the capacity aforesaid, in any way in the
discharge of his duties, including travel expenses, and the Board may give to any
officer or employee of the Shanzu Network Foundation who has incurred or may be
about to incur any liability at the request or for the benefit of the board, such
security by way of indemnity as it may think proper.

5.5 ARTICLE: MEMBERS’ CONTRIBUTION TO ASSETS ON WINDING UP

Every member of the Shanzu Network Foundation undertakes to contribute to the
assets of the Shanzu Network Foundation in the event of its being dissolved or
wound up while he is a member, or within one year of his ceasing to a member, for
payment of the debts and liabilities of the Shanzu Network Foundation contracted
before he ceases to be a member, and the cost, charges and expenses of
dissolution or winding up and for the adjustment of the rights of the contributories
amongst themselves, such sum as may be required not exceeding the sum of Kenya
shillings Twenty thousand (Kshs.20,000/).

5.6 ARTICLE ACCOUNTS

It shall be the work of the Treasurer to cause the accounts to be kept and in
particular as
regards;
a) The sums of money received and expended by the Shanzu Network
Foundation and the matters in respect of which such receipts and
expenditures takes place;
b) The assets and liabilities of the Shanzu Network Foundation
c) The books of accounts shall be kept at the office or at such other places as
the Board thinks fit, and shall always be open to the inspection of the
member of the Board during business hours.
d) 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.
e) 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.
 f) Copies of the income and expenditure account, balance sheet and reports, all
of which shall be framed in accordance with any statutory requirements for
the time being in force, and of any other documents required by law to
annexed or attached thereto or to accompany the same shall, not less than
twenty one (21) clear days before the date of the Annual General Meeting be
sent to the Auditors and to all other persons entitled to receive notices, of
such meetings in the prescribed manner.

5.7 ARTICLE: AUDITORS

a) The Shanzu Network Foundation shall at each Annual General Meeting
appoint an Auditor or Auditors to hold office until the next Annual General
Meeting, Provided that a member of the Board or other officer of the Shanzu
Network Foundation shall not qualify to be appointed Auditor of the Shanzu
Network Foundation.
b) The Board may fill any casual vacancy in the office of the Auditor, but while
any such vacancy continues, the surviving or continuing Auditor or Auditors,
if any, may act.
c) The remuneration of the Auditors of the Shanzu Network Foundation shall be
fixed at the annual General Meeting, except that the remuneration of any
auditors appointed to fill any casual vacancy may be fixed by the Board.
d) Every Auditor of the Shanzu Network Foundation shall have a right to see all
relevant vouchers and shall be entitled to access at all times to the books
and accounts he requires from the Board.
e) The Auditors shall make a report to the members of the accounts examined
by them and on every balance sheet laid before the Shanzu Network
Foundation at its Annual General Meeting during their tenure of office, and
the report shall state:
(i) Whether or not they have obtained all the information and explanations
they have required; and
(ii.) Whether, in their opinion, the balance sheet referred to in the report is
properly drawn up to exhibit a true and correct view of the state of the
Shanzu Network Foundation’s affairs.

5.8 ARTICLE: ARBITRATION CLAUSE

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

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

5.10 ARTICLE: FINANCIAL YEAR (This is a mandatory clause)

The financial year of the Shanzu Network Foundation shall begin on the first day of
(month, e.g. January) and end on the last day of (month, e g. December) of every
year or at such other time as the Board may from time to time determine.
6.0 PART: AMENDMENTS TO THE CONSTITUTION (This is a mandatory
clause)
6.1 ARTICLE: AMENDMENTS
Subject to the provisions of Regulation this Act, the Shanzu Network Foundation
may by special resolution pass modify, or repeal this constitution or adopt a new
constitution or change the name of the Shanzu Network Foundation, 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
the distribution of income, property, and assets of the Shanzu Network Foundation
to the members.

7.0 PART VIII: DISSOLUTION AND DISPOSAL OF PROPERTY.

7.1 ARTICLE: DISSOLUTION.
The Shanzu Network Foundation shall not be dissolved or wound up except by a
resolution passed at a General Meeting of the members by votes of two-thirds of the
members present. The quorum at the meeting shall be fifty per cent of all members
of the Shanzu Network Foundation. If no quorum is obtained, the proposal to
dissolve or wind up the Shanzu Network Foundation 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 Shanzu Network Foundation at least 21 days before the
date of the meeting. The quorum for this second meeting shall be the number of
members present.

7.2 The Shanzu Network Foundation will not be dissolved without prior consent in
writing to the Registrar, obtained upon a written application addressed to the
Registrar and signed by three of the officials of the Shanzu Network Foundation.
7.3 Upon dissolution of the Shanzu Network Foundation, its remaining assets shall
be distributed to another Foundation(s) with similar objectives.
Dated at (Mombasa) this 18th Day of August, 2024
Signed by the four top officials:

Founder/Patron
(Name) Signature: _________________________

Chairman
(Name) Signature: _________________________

Secretary
(Name) Signature: _________________________

Treasurer
(Name) Signature: ________________________