Entrepreneurship transforming Kenya

CONSTITUTION OF THE…………….ASSOCIATION

1. NAME

The name of the Association shall be………………..

Located at…………….

2. OBJECTIVES

The objectives of the Association are as follows:

a) To promote and protect the interests of all members at on matters

concerning the management and maintenance of the building and
the immediate area around it.
b) To ensure that everyone resident within the building, has
an equal opportunity to become involved in the Association
and its work.
c) To promote a positive community spirit within Association
d) To establish a Maintenance Account to hold monies and
to make regulations governing expenditure from that
account.
e) To provide advice on marketing, acquisition, training and logistics
support to all the members.

3. MEMBERSHIP
a) Membership shall be open to anybody carrying out business/
offering services at ………………
b) All members must be aged 18 years or over.
c) Membership shall cease upon legal dissolution of the
association
4. SUBSCRIPTIONS

a) Each member of the Association shall pay a non-refundable

entrance fee of Kshs …
b) Each member shall pay a monthly fee of Ksh………..
c) The annual/monthly fee will be reviewed at each AGM.
d) The fee will cover the administration and running costs
of the Association.
e) Any person who falls into arrears with his monthly subscription
for more than six months shall automatically cease to be a
member and his/her name shall be struck off the register.
However, the Committee may at its discretion, and upon request
by the member reinstate such member upon payment of the
total outstanding amount.

5. EXPULSION, RESIGNATION OR SUSPENSION OF MEMBERS

a) Any member may be expelled from membership if the
Committee so recommends and upon a resolution in a General
Meeting by a two thirds majority of the members present on the
following grounds:-
i. That the members conduct has adversely affected the
reputation or dignity of the Association.
ii. That the member has contravened the rules and
regulations of the Association.
b) A Member whose expulsion is proposed shall have the right to
address the General Meeting at which his expulsion is to be
considered.
c) Any member desiring to resign from the Association shall
submit resignation to the Secretary, which shall take effect
from the date of receipt by the Secretary of such notice.
 d) Any person who resigns shall not be entitled to a refund of
his/her subscription or any part thereof contributed during the
time he/she was a member.
e) The Committee shall have the powers to suspend a Member
from his membership until the next General Meeting.

6. TITLES OF OFFICERS, TRUSTEES AND AUDITORS

a) The office bearers of 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
(viii) The Assistant Organizing Secretary
(ix) The Women Representative

All of whom shall be fully paid-up members and shall be

elected at the annual general meeting to be held in every
3 years.

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 shall
automatically cease to be an office bearer thereof.
d) Office bearers may be removed from office in the same way as is
laid down for the expulsion of members and persons elected at
the general meeting resolving the expulsion shall fill vacancies
thus created.
6.1 DUTIES OF THE BEARERS
a) Chairman: The Chairman shall, unless prevented by illness or
other sufficient cause, preside over all meetings of the Committee
and General Meeting.
b) Vice-Chairman: The Vice-Chairman shall perform any
duties of the Chairman in his absence.
c) Secretary: The Secretary shall deal with all the correspondence
under the general supervision of the committee. In case of urgent
matter where the committee cannot be consulted, he/she shall
consult the Chairman or if
not available, the Vice-Chairman. The decisions reached shall be
subject to ratification or otherwise at the next committee meeting.
He shall issue notices convening all meetings of the committee and
all general meetings of the and shall be responsible for keeping
minutes of all such meetings and for the preservation of all records
of proceedings of the and of the committee.
d) 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
committee whether the Secretary is present or not.
e) Treasurer: The Treasurer shall receive and shall also disburse,
under the directions or the committee, all moneys belonging to the
association and shall issue receipts for all moneys received by him
and preserve vouchers for all moneys paid by him. The Treasurer
is responsible to the committee and to the members that proper
books of account and all moneys received and paid to the
Association are written up, preserved and available for inspection.
f) Assistant Treasurer: The Assistant Treasurer shall perform
such duties as may be specifically assigned to him by the
Treasurer or by the committee and in the absence of the
Treasurer shall perform the duties of the Treasurer.
g) The Organizing Secretary: The Organizing Secretary shall
organize and arrange functions of the Association in consultation
with the secretary and shall perform any such duty assigned to
him by the committee.
h) Assistant Organizing Secretary: The Assistant Organizing
Secretary shall perform the duties of the Organizing Secretary in
his absence.
i) The Women Representative: The Women Representative
shall be responsible for assurance of fair representation
especially where women
 feel they are being given a raw deal, and shall be working under the
general supervision of the committee.

7. COMPOSITION OF COMMITTEES AND AUTHORITY AND

METHOD OF FILLING VACANCIES ON COMMITTEES

a) A committee shall be elected at the Annual General Meeting

(AGM) and shall serve a full 12 month term.
b) The committee shall consist of at least three members, who shall
have the power to co-opt other members on to the committee
during the course of the year. All committee members shall have
voting rights.
c) The committee shall elect from within their number the
following office bearers: Chairperson, (Vice-chairperson,)
Secretary, (Vice-secretary), Treasurer and (Vice-treasurer.)
d) The committee and office bearers shall make and carry out
decisions in accordance with the objectives of the Association.
e) Meetings of the committee shall be open to any member of the
Association who wishes to attend.
f) There must be at least three of the committee members present
for any decision to be made at a committee meeting
g) Committee members can be voted off if they have not
attended three consecutive meetings without good reason and
have not submitted their apologies.
h) Committee members must declare any interest they may have in
the topic under discussion and the committee shall decide if they
need to forfeit their right to vote on that matter.

8. QUORUM AND DATES OF GENERAL MEETING

a) An AGM shall be held every year to discuss the activities of the

Association, to receive the audited accounts and to elect the
committee.
b) The AGM shall be held at a suitable venue to accommodate
as many members as possible.
c) The quorum shall be two third of the membership. All votes
shall be decided by a simple majority of the members present.
This applies to all general meetings of the Association.
d) At least 21 days notice shall be given to members of the AGM.
e) At the AGM the resignation of all committee members shall be
accepted and a new committee elected.

8.1 General Meetings (including Special or Emergency Meetings)

a) General meetings for all members of the Association shall be held
regularly to discuss matters and to keep members fully informed of
the Association’s activities.
b) Members shall be given at least 14 days notice of a general meeting.
c) Members who are unable to attend the meeting may apply
to the committee to join the meeting via telephone or other
electronic
means. Application must be made to the Secretary at least 7
days before the meeting. The minute must record how members
joined the meeting and which agenda items they took part in.
d) A simple majority of the members present shall decide all
votes. This applies to all general meetings of the Association.
e) Any member, having the written support of one third or more
other members, may request the committee to call a Special
General Meeting of the Association. The committee shall call the
Special General Meeting within 21 days of receiving this request.

9. CUSTODY AND INVESTMENT OF FUNDS AND PROPERTY

a) The Association may raise funds by obtaining grants from other

bodies or by fundraising schemes. All money raised by or on
behalf of the Association shall be applied to further its objectives
b) All funds shall be kept in a bank account that shall be opened in
the name of the Association
c) The Secretary, Treasurer and Chairperson shall be signatories
on the account and all cheques shall require two of these
signatories.
d) Accounts shall be kept by the Treasurer, and brought to every
committee meeting where they may be inspected. Failure to bring
the books to a meeting on three consecutive occasions shall
mean the Treasurer be asked to resign.
e) All expenditure shall be agreed and controlled by the committee.
Receipts are required for all expenditures.
f) No officer shall sign a blank cheque. All cheques shall be filled
in before signatures are added.
g) Once a year, the accounts shall be audited and presented to the
Annual General meeting of the Association. The auditors shall be
an appropriately qualified or experienced independent body.
h) All correspondence of the Association, including the bank
statement, shall be addressed to the Secretary.

10. PURPOSES FOR USE OF FUNDS

The funds of the Association may only be used for the following purposes:-

i. Assisting members during some difficulty;

ii. Promoting the welfare of members;
iii. Investment in money generating areas.
(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
association in any bank or banks approved by the committee.
(b)No payments shall be made out of the bank account without a
resolution of the committee authorizing such payment and all
cheques on such bank account shall be signed by the Treasurer
or the Assistant Treasurer and three other office bearers including
one independently elected trustee who shall be approved by the
committee.
(c) A sum not exceeding Kshs.5, 000/-, may be kept by the Treasurer
for petty disbursement of which proper account shall be kept.
(d)The committee shall have 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 Association 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 association shall be from 1st January to 31st December.

11. INSPECTION OF BOOKS AND LIST OF MEMBERS

The books of account and all documents relating thereto and a list of
members shall be available for inspection at the registered office by
any officer or member of the Association on giving not less than
seven days’ notice in writing to the Association.

12. ANNUAL OR PERIODICAL AUDIT OF ACCOUNTS

a) An auditor shall be appointed for the following year by the annual

general meeting. All the association’s accounts, records and
documents shall be opened to the inspection of the auditor at any
time. The Treasurer shall produce an account of his receipts and
payments and a statement of assets and liabilities made up to a
date of the annual general meetings. The auditor shall examine
such annual accounts and statements and either clarify that they
are correct, duly vouched and in accordance with the law or report
to the association in what respect they are found to be incorrect,
untouched or not in accordance with the law.
b) A copy of the auditor’s report on the accounts and statements
together with such accounts and statements shall be furnished to
all members at the same time as the notice convening the annual
general meeting is sent out. An auditor may be paid such
honorarium for his duties as may be resolved by the annual
general meeting appointing him.
c) No auditor shall be an office bearer or a member of the
committee of the association.

13. FORMATION OF BRANCHES

Branches may be formed with the approval of the committee and the
Registrar , Micro and Small Enterprises and they will adopt the same
constitution as that of the headquarters with the following exception;
a) The aims and objectives will not include the formation of branches.
b) Amendments to the constitution can only be made by the
headquarters of the Association.

c) The branches will not be dissolved without consultation with their

headquarters and the Registrar, Micro and Small Enterprises.

(NOTES: All such branches are required to be registered under the

Micro and Small Enterprises Act, 2012).

14. AMENDMENTS TO THE NAME, CONSTITUTION OR RULES

Amendments to the constitution of the association must be

approved by at least a two-thirds majority of members at a general
meeting of the Association. They cannot, however, be implemented
without prior consent in writing of the Registrar, MSE obtained upon
application to him/her made in writing and signed by three of the
office bearers.

15. DISSOLUTION AND DISPOSAL OF PROPERTY.

a) The association shall not be dissolved except by resolution passed

at a general meeting of members by a vote of two-thirds of the
members present. The quorum at the meeting shall be a shown in
rule 8 (e). If no quorum is obtained, the proposal to dissolve the
association 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 Association at least 14 days before the date
of the meeting. The quorum for this second meeting shall be the
number of members present.
b) Provided, however, that no dissolution shall be effected without
prior permission in writing to the Registrar, obtained upon
application to him made in writing and signed by three of the
office bearers.
c) When the dissolution of the has been approved by the Registrar,
MSE no further action shall be taken by the Committee or any
office bearer of the in connection with the aims of the Association
 other than to get in and liquidate for cash all the assets of the
Association . Subject to the payment of all the debts of the
Association, 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.

16. DISPUTE RESOLUTION

Whenever a dispute arises between the Executive Committee members, Members of

Association, Members of the Umbrella Organization between themselves or any
other party, the dispute shall be at the first instance referred to the Executive Committee
members to resolve it. If any of the parties is aggrieved, they shall refer the Dispute to
Micro and Small Enterprises Authority for resolution. Further if a party is dissatisfied with
the final outcome, they shall be at liberty to refer the dispute to the Micro and Small
Enterprises Tribunal.
 17. ADOPTION

This constitution was adopted by members at a General Meeting of the …………………

Association held on………………………….and formally adopted at
the subsequent committee meeting held on …………………………….

SIGNED PRINT NAME

CHAIRPERSON

SECRETARY

TREASURER

1) RULES ON THE CONDUCT OF COMMITTEE MEETINGS

a) The quorum for meeting of the committee shall be not less
than 2/3 members.
b) Committee members may only speak through the chair
c) Decisions shall be agreed by a simple majority, voted in through a
show of hands, or a secret ballot.
d) All moneys disbursed on behalf of the association shall not be
authorized by the committee except where expressly specified.
e) Any offensive behaviour, including racist, sexist, ageist, homophobic
or other inflammatory remarks shall not be permitted
f) Any committee member who brings the Association into
disrepute or refuses to comply with the constitution shall be
expelled on the majority vote of the full committee.
g) The Secretary shall deal with all correspondence
h) Agenda shall be distributed to the membership at least four days
before a meeting, where possible. Items for the agenda should be
forwarded to the secretary and Chair at least seven days before the
meeting, where possible.
i) Minutes shall be distributed to all members as soon as possible
after the meeting. Minutes may be sent via post, hand delivery
or electronic communication.
 2) RULES GOVERNING OPERATION OF THE

ACCOUNT General Rules.

The maintenance account must be a bank or building account which is

interest bearing.

Members to come up with rules on management of the account, how

payments will be made and maintenance or any proposed works.

3. Rules governing elections

a) The Officials to notify the Authority and Association Membership at

least 21 days before date of elections.
b) Notice be affixed on strategic and conspicuous places where all
members can be able to see and be notified accordingly.
c) Members’ be allowed to campaign peacefully.
d) Voting be by secret ballot.
e) Elections be presided over by Officers from the Authority.
f) Members register to be vetted one week before
elections by an officer of the Authority and Registrar,
MSE.
g) Elections be held once they fall due, to be in tandem with the
Association’s financial year cycle.

NOTE:

This Constitution shall comply in all aspects with the Micro and
Small Enterprises Act, 2012 and all regulations made
thereunder and any conflict whatsoever with the aforesaid Act
and or Regulations, the provisions of the Act and Regulations
shall prevail.