STICHTING
BAKENS VERZET
1018
AM AMSTERDAM , THE NETHERLANDS
Director,
T.E.(Terry)
Manning,
Schoener 50,
1771 ED
Wieringerwerf,
The
Tel:
0031-227-604128.
Homepage:
http://www.flowman.nl
E-mail:
(nameatendofline)@xs4all.nl : bakensverzet
"Money is not
the key that opens the gates of the market but the bolt that bars them."
Gesell, Silvio The
Natural Economic Order.
Revised English
edition, Peter Owen,
This work is licensed under a Creative Commons
Attribution-Non commercial-Share Alike 3.0 License
SABOTI INTEGRATED SELF-FINANCING RURAL
DEVELOPMENT PROJECT
"NEW HORIZONS FOR SABOTI"
TRANS NZOIA DISTRICT, KITALE KENYA
INCORPORATING LETS AND COMMUNITY BANKING
PREPARED FOR THE NGO "SIMA COMMUNITY BASED
ORGANISATION", KITALE ,
KENYA
BY
JOHNSTONE SIKULU WANJALA, OF KITALE , KENYA
AND
T.E.MANNING, CONSULTANT, WIERINGERWERF, THE NETHERLANDS
Edition 03: 22 December 2004
CONSTITUTION OF SIMA Community Based
Organization
as last amended on
14th December, 2000
DEFINITION:
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:
2.1: Eligibility:
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
5) Treasurer
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.
5.1.2:
Vice-Chairperson:
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
meetings and
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.
5.1.5:
Treasurer:
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.
5.2:
Secretariat:
5.2.1:
Chairperson:
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.
5.2.2:
Secretary:
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;
6.2:
By-elections:
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:
10.1: Sources:
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.
10.2:
Management:
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.
10.3:
Lending:
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.
10.4:
Trustees:
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
10.5.3: Accounts
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.
10.5.4:
Auditors:
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.
10.5.5:
Inspection:
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
11.1: Dissolution:
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:
12.1: Amendments:
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.
Presented
by: Secretary (C.D.C.)
Confirmed
by: Johnstone Sikulu -
Dr.
Benard Masinde - Executive Secretary
Ruth Lukorito - Treasurer
"Ratified
and approved by members and signed on their behalf" by the above officials
on December 14th, 2000.
Official
Organization Rubberstamp.
The
Saboti project.
Maps
of the project area.
Executive
summary
List of draft projects in English and in
French.