FRIENDS & FRIENDS CONSTITUTION

CONSTITUTION AND RULES

SECTION I

1. NAME

The name of the society shall be Friends & Friends Association (in this constitution referred
to as “the Society”)

2. OBJECTS

(a) Mobilization of savings/funds from the members

(b) Provision of financial assistance to members at times of need as set out in
……….Section III, Article 9 Sub-section C
(c) Invest in a viable projects for betterment of the Society

3. MEMBERSHIP

(a) Any member over the age of eighteen years shall be eligible for
membership of the society and shall, subject to the approval of the committee, become
a member on payment of an entrance fee of Sh……………..
(b) Every member shall pay a monthly subscription of Sh………….within the
month but before the last day of the month.
(c) Any member desiring to resign from the society shall submit his
resignation to the secretary, which shall take effect from the date of receipt by the
secretary of such notice.
(d) Any member may be expelled from membership if the committee so
recommends and if a general meeting of the society shall resolce by a two-thirds
majority of the members present that such a member should be expelled on the grounds
that his conduct has adversely affected the reputation or dignity of the society, or that
he has contravened any of the provisions of the constitution of the society. The
committee shall have power to suspend a member from his membership until the next
general meeting of the society following such suspension but notwithstanding such
suspension a member whose expulsion is proposed shall have the right to address the
general meeting at which his expulsion is to be considered.
(e) Any person who resigns or is removed from membership shall not be
entitled to refund of his subscription or any part thereof or any moneys contributed by
him at any time.
(f) Any member who falls into arrears with his monthly subscription for more
than six months shall automatically cease to be a member of the society and his name
shall be struck off the register of members. The committee may, however, at its
discretion, reinstate such member on payment of the total amount of subscription
outstanding.

4. OFFICE BEARERS

(a) The office bearers of the society shall be:

(i) Chairperson
(ii) Vice-Chairperson
(iii) Secretary
(iv) Assistant Secretary
(v) Treasurer
all of whom shall be fully paid-up members of the society and shall be elected at the annual general
meeting by secret ballot for a term of one year from the date of election… (See also rule 6 (b) below).

(b) Subject to Article 3, a person shall qualify for elections as an official if such a person;

(i) Is of integrity, good character and good standing

(ii) Has been a member of the group for a minimum of one year
(iii) Can read and write in the official language (English)
(iv) Shall be available for all Society activities
 (v) Notwithstanding the above provisions (i-iv), a person/member will not qualify
for election as an official if such a person is not sincere and honest

(c) 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 (d) and (e) of this
rule but shall be eligible for re-election.
(d) Any office bearer who ceases to be a member of the society shall automatically cease to
be an office bearer thereof.
(e) Office bearers may be removed from office in the same way is laid down for the
expulsion of members in rule 3(d) and vacancies thus created shall be replaced by any
nominated member who will act in the same capacity till the Annual General Meeting
(AGM) takes place.

5. DUTIES OF OFFICE BEARERS

(a) Chairperson – the Chairperson shall, unless prevented by illness or other sufficient cause,
preside over all meetings of the committee and at all general meetings and be the spokesperson of the
group.
(b) Vice- Chairperson – the Vice- Chairperson shall perform any duties of the Chairperson in
his absence. (In the absence of both the Chairperson and the Vice-Chairperson for any cause, the
members shall elect one of their numbers to perform the functions under this sub-section during such
absence)
(c) Secretary – the Secretary shall deal with all the correspondence of the society under the
general supervision of the committee. He/she shall effect all urgent matters of the Group in
consultation with the Chairperson or in his/her absence the Vice-Chairperson during the subsequent
meeting. He/she shall issue notices convening all meetings of the committee and all general meetings
of the society and shall be responsible for keeping minutes of all such meetings and for the
preservation of all records of proceedings of the society and of the committee. He/she shall avail the
minutes/records of the proceedings of every meeting of the Group in the subsequent meeting.
(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 disburse, under the directions of the
committee, all moneys belonging to the Group 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 of all moneys received and paid by the Group are written
up, preserved and available for inspection/audit whenever the committee/Group members demand.
(f) In the absence of the Treasurer, a member shall be nominated to receive funds on behalf of
the Treasurer for that day.

6. THE COMMITTEE****

(a) The committee shall consist of all the office bearers of the society and………………other
members elected at the annual general meeting each year; such committee members shall hold
office until the following annual general meeting. The committee shall meet at such times and
places as it shall resolve but shall meet not less than once in any three months.
(NOTE. - Where it is the intention of the society to form branches, it may well be that
some provision should be made for them to be represented on this committee. In which case
the election of these representatives should be by the committee of the branch concerned).

(b) Any casual vacancies for members of the committee caused by death or resignation shall be
filled by the committee until the next annual general meeting of the society. Vacancies caused
by members of the committee removed from office will be dealt with as shown in rule ………
4 (d).

7. DUTIES OF THE COMMITTEE****

(a) The committee shall be responsible for the management of the society and for that purpose
may give directions to the office bearers as to the manner in which, within the law, they shall
perform their duties. The committee shall have power to appoint such sub-committees as it
may deem desirable to make reports to the committee upon which such action shall be taken as
seems to the committee desirable.
(b) All moneys disbursed on behalf of the society shall be authorized by the committee except
as specified in rule 12 (d).
 (c) The quorum for meetings of the committee shall be not less than………………members.

8. GENERAL MEETINGS

(a) There shall be three classes of general meetings – annual general meetings, monthly
meetings and executive committee meetings

(b) (i) The Annual General Meeting of all registered members shall take place every February
of the following year. Notice in writing of such annual general meeting, accompanied
by the annual statement of account……. (see rule 11 (b) and the agenda for the meeting
shall be sent to all members not less than one month before the date of the meeting and,
where practicable, by press advertisement not less than 14 days before the date of the
meeting.

(ii) The agenda for any annual general meeting shall consist of the following:
(a) Confirmation of the minutes of the previous annual general meeting.
(b) Consideration of the accounts
(c) Election of office bearers and the committee members (and trustees where
necessary in accordance with ………..rule 10 ( c)
(d) Appointment of auditors in accordance with the……… rule 11 (a).
(e) Such other matters as the committee may decide or as to which notice
shall have been given in writing by a member or members to the secretary
at least four weeks before the date of the meeting.
(f) Any other business with the approval of the Chairman.

(c) Monthly meetings of all registered members shall be conducted at every first Friday of
every month at an identified venue.

(d) Executive committee meetings comprising a minimum of two thirds of the officials shall be
held whenever there is an urgent issue to be discussed/ decided

(e) Quorum for executive committee meetings shall be not less than two thirds majority of
the officials present and quorum for the monthly meetings and AGM shall be formed
by two thirds of the members.

9. PROCEDURE AT MEETINGS

(a) At all meetings of the Group, the Chairperson or in his absence, the
Vice-Chairperson, or in the absence of both of these officers, a member selected by
meeting shall take the chair.

(b) The Chairperson may at his discretion limit the number of persons
permitted to speak in favour of or against any motion.

(c) Resolutions of the Group meetings and any of its Committees shall be
arrived at by majority of the members present by voting, and in the event of equality of
votes, the Chairperson or the person chairing the meeting shall have a casting vote
provided that important decisions of the Group and any of its Committees shall be
arrived at by two thirds majority of the members where there is no unanimity.

(d) Fines and penalties for non-compliance shall be as follows:

(i) Absent with apology – Nil

(ii) Absent without apology – Kshs 200/-
(iii) Late monthly contribution – Kshs 100/-

(e) No member shall attend meetings under the influence of intoxicants.

10. TRUSTEES

(a) All land, buildings and other immovable property and all investments and securities which
shall be acquired by the society shall be vested in the names of not less than …….trustees
who shall be members of the society and shall be appointed at an annual general meeting
for a period of three year. On retirement such trustees shall be eligible for re-election. A
general meeting shall have the power to remove any of the trustees and all vacancies
 occurring by removal, resignation or death, shall be filled at the same or next general
meeting.
(b) The trustees shall pay all income received from property vested in the trustees to the
Treasurer. Any expenditure in respect of such property which in the opinion of the trustees
is necessary or desirable shall be reported by the trustees to the committee which shall
authorize expenditure of such moneys as it thinks fit.

11. AUDITOR

(a) An auditor shall be appointed for the following year by the annual general meeting. All the
society’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 meeting. 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 society in what
respect they are found to be incorrect, unvouched or not in accordance with the law.
(b) A copy of the auditor’s report in 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 appointing him.
(c) No auditor shall be an office bearer or a member of the committee of the society.

12. FUNDS

(a) All expenses aimed at achieving the objectives or obligations of the Group in
accordance with the provisions in this Constitution shall be charged and issued out of
the Group’s Consolidated Fund
(b) There is established a fund known as Friends & Friends Association Fund which shall
be administered by the Executive Committee.
(c) There shall be paid into the paid into the Fund:

(i) Such monies as may be contributed by members under rule……. or

through sell of the Group’s assets
(ii) Interest earned from the loans to members at 10%, and from penalties on
payment period exceeding three months
(iii) Such monies as may be generated from the Group undertakings, such as
projects
(iv) Fines or penalties levied on non-compliant members as spelt out under
rule……… of this Constitution
(v) Any grants, gifts, donations or bequests received

(d) There shall be paid out of the Fund all payments in respect of any expenses incurred in
pursuance of the Group’s objectives and obligations

(e) Bank deposits and withdrawals

(f) A bank account shall be opened in the name of the Group in which all the monies of the
Group shall be banked

(i) Signatories of the account shall be the Three Officials. Any withdrawal
should be signed jointly by Two of the officials i.e. The Chairperson,
Secretary or Treasurer
(ii) For any money deposited or withdrawn, a slip must be produced at
monthly meetings
(iii) Withdrawals shall only be made subject to approval by members present
at monthly meetings or AGMs. However in case of emergency two thirds
of the Executive Committee shall authorize the transactions; provided that
such transactions are reported and discussed in the subsequent Group
meetings.
 (iv) The Treasurer shall in administering funds, consult the Executive
Committee and subject to provisions of this clause manage the Fund in
such manner s to promote the objective and purpose of the Group
(v) The account of the Group’s Fund shall be kept, audited and reported
during the AGM
(vi) 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 society and shall have 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.
(vii) The financial year of the society shall be from 1st January to 31st December

13. BRANCHES

Branches of the society may be formed with the approval of the committee and the Registrar of
Societies and they will adopt the same constitution as that of the headquarters with the
following exceptions:

(a) The aims and objects will not include the formation of branches.
(b) Amendments to the constitution can only be made by the headquarters of the
society in accordance with the provisions of ………rule 14.
(c) The provisions of ………rule 15 shall apply to branches but, in addition, branches
will not be dissolved without consultation with their headquarters.

14. AMENDMENTS TO THE CONSTITUTION

Amendments to the constitution of the society must be approved by at least two-thirds majority
of the registered, fully paid up members present either in a monthly meeting or at the annual general
meeting of the society. They cannot, however, be implemented without the prior consent in writing of
the Registrar, obtained upon application made to him made in writing and signed by three of the office
bearers.

15. DISSOLUTION

(a) Notwithstanding anything to the contrary of this Constitution or any other agreed upon
decisions, the Group shall not be dissolved except by a resolution passed at the annual
general meeting of members by a vote of two-thirds of the fully paid-up members present.
The quorum at the meeting shall be as shown in rule 8 (e). If no quorum is obtained, the
proposal to dissolve the society 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 society
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
of the Registrar, obtained upon the application to him made in writing and signed by three
of the office bearers.
(c) When the dissolution of the society has been approved by the Registrar, any assets standing
to the credit of the Group’s Fund shall, subject to any condition of a gift, donation or
bequest, less administrative expenses shall be shared equally among the present valid
members. All members’ contributions less administration expenses will be shared on
strength of ones contribution calculated on percentage basis. All investments proceeds will
be shared on strength of the ones contributions when purchasing the property calculated on
percentage basis

16. INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

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

SOC/GEN/2 DEPARTMENT OF RHE REGISTRAR-GENERAL

10th June, 1969 P. O. BOX 30031, NAIROBI