YOUTH FOR CONSERVATION CONSTITUTION
Headquarters, Nairobi, Kenya
June 2004
1. 0 NAME
a) The name of the Organization shall be "Youth for Conservation" (hereinafter referred to as "YfC" or "the Organization"), a Non-Governmental Organization duly registered under the provisions of the Non-Governmental Organizations Co-ordination Act, 1990 section 3(10) of the Laws of Kenya.
b) The Organization shall be a non-profit making, non-governmental, non-political and charitable Organization.
c) The Headquarters of the Organization shall be at Nairobi in the Republic of Kenya.
2.0 VISION, MISSION AND MOTTO
Vision:
Through the younger generation, Kenyans will grow to have a greater understanding and appreciation of their country's natural heritage.
Mission:
Working together with the relevant authorities YfC seeks to unite individuals, communities and organizations through activities aimed at protecting and preserving our biodiversity.
Motto:
Wildlife - Our Future
3.0 OBJECTS
The objects of the Organization shall be:-
a) To safeguard wildlife by searching and removing snares used by poachers to maim, injure and kill animals.
b) To initiate and encourage community involvement in wildlife and environmental conservation through education and activities.
c) To campaign for animal welfare through action, information dissemination and research.
d) To cultivate and perpetuate interest in wildlife conservation amongst young people, involving them in conservation activities.
e) To enhance a harmonious co-existence between wildlife and humans.
f) To protect and restore habitat through forestation and afforestation programs.
g) To raise and disburse funds and other resources for the achievement of the above core objectives.
4. 0 MEMBERSHIP
The Organisation shall have support members only.
5.0 CATEGORIES OF MEMBERSHIP
Membership of the Organization shall be open to the following:
a) Individual – annual membership for one person.
b) Family – annual membership for a couple with or without children.
c) Life – fifteen year's membership.
d) Corporate – annual membership for Companies, Associations,
Societies or Organizations.
e) Group – annual membership for youth groups and clubs
f) Student – annual membership for full time students at Educational
Institutions.
g) Honorary – special and free membership accorded by the Organisation to individuals who have made an outstanding contribution towards the welfare of the Organisation.
6.0. ADMISSION OF MEMBERS
Prospective members shall be admitted to membership upon presentation of duly completed application forms available at the secretariat, submitted together with the prescribed fees which shall be acknowledged by way of the Organization's formal receipt and issue of a membership card.
7.0 PAYMENT OF MEMBERSHIP FEES
Every member shall pay membership fees, which shall from time to time be prescribed by the Management Council (MC). If a member shall fail to pay the appropriate membership fee for three months after it has fallen due, the Council may cancel the membership.
8.0 RESIGNATIONS
Any member may resign from membership of the Organization upon the expiration of one month's notice in writing to the Council.
9.0. DISCIPLINE AND EXPULSION OF MEMBERS
If in the opinion of two or more support members of the Organization a member has acted in such a manner as to make the continuance of his/her membership of the Organization undesirable, the Council may direct such member to appear before it within a specified period to explain why he or she should not be called upon to resign or be expelled from the Organization. The Council may then at its discretion terminate the membership or in any other manner deal with such member as appropriate.
10. PATRON
The Management Council, with the recommendation from the Director may appoint such Honorary Patron or Patrons as may be considered desirable.
11. BOARD OF TRUSTEES
a) There shall be established by deed a body to be known as ‘YOUTH FOR CONSERVATION TRUST' which shall be by that name a body corporate having perpetual succession and a common seal and may in its corporate name sue or be sued and may purchase, hold, manage and/or dispose of movable and immovable property and enter into such contracts as it may deem necessary or desirable for the purposes of this constitution.
b) There shall be established a Board of not more than 11 trustees, hereinafter referred to as “the Board”, to constitute the said YOUTH FOR CONSERVATION TRUST, who shall be appointed by the Assembly. The Chair of the Management Council and, the Director who shall be the secretary of the Board, shall both be ex-officio members of the Board of Trustees without voting rights.
c) The appointment of the Trustees should take into account the representation of the following disciplines:-
(i) Wildlife Conservation
(ii) Wildlife and Environmental Education
(iii) Business/ Finance/ Fundraising
Any other discipline that may be considered appropriate
d) Each individual trustee shall hold office until:
(1) Death
(2) Retirement:
(i) Under provisions of the Trustees Act (by Deed)
(ii) Under a court order
(iii) By consent of the beneficiary (i.e. the Organization)
(3) Removal:
(i) By a resolution of two thirds majority of the members of
the assembly (refer to article 20)
(ii) Under the provision of the Trustees Act:
a) Where a trustee remains out of Kenya for 12 months consecutively; provided that special leave may be granted by the Chairperson of Board of Trustees.
b) Where the trustee is unfit to act as a trustee or is incapable of serving due to mental or physical infirmity or bankruptcy.
c) Where a trustee refuses or is unfit to act therein.
d) by a Court order
(4) Resignation:
Provided that the trustee intending to resign shall first give 3 months' notice to the Chairperson of the Board and the resignation shall take effect at the expiry of 3 months' notice.
12. DUTIES AND POWERS OF THE BOARD OF TRUSTEES
a) All immovable capital assets, investments and funds of the Organization shall be vested in the Board to be held by, for, and on behalf of the Organization as the Board deems fit for the benefit of the Organization. They shall have power on behalf of the Organization to purchase immovable property with the funds of the Organization and also to sell, mortgage, charge, lease, exchange or otherwise deal with or dispose of such property subject to the provisions of the law and the Trust Deed.
b) The Board shall as regards all monies received by it have all such powers to invest the same and transpose the investments from time to time in accordance with the provisions of Trust Deed and the law
c) The Board shall approve the Budget of the Organization.
d) The Board in addition shall have powers and duties defined in the Trustees Act Chapter 167 of the Laws of Kenya.
e) It is expressly declared and understood that the trustees as a body and each trustee as an individual shall at all times be indemnified, from and out of the funds, property and assets of the Organization against the consequences of any act, deed, matter, or thing done, or omitted to be done by the trustees bona fide in respect of or, in connection with the business of the Organization or, in respect of any contract entered into on the behalf of the Organization.
f) Unless otherwise required by the law, the signature of any two trustees shall be sufficient for all acts or deeds as required to be done or signed by the trustees in that capacity.
g) In the event of vacancy/ies in the eleven appointments, the remaining trustees may continue to act notwithstanding any such vacancy.
h) The common seal of the Youth for Conservation Trust shall be kept in the safe custody of the Director of the Organization.
i) The Board of Trustees shall within three months of the adoption of this constitution appoint members of the Management Council from but not limited to the following professions:-
(i) Wildlife management
(ii) Finance and accounting
(iii) Law
(iv) Education and sociology
(v) Communication and public relations
(vi) Research
(j) The Board of Trustees, on the recommendation of the Management Council, shall appoint the Director of the Organization to perform the duties and responsibilities as per the conditions and terms of employment defined in his/her contract of service.
(k) The Board of Trustees, in addition to custodial and other duties stated above, shall have supervisory and advisory responsibilities to the Organisation.
13. THE MANAGEMENT COUNCIL
a) There shall be established a Management Council of the Organization referred to in this constitution as ”the Council”.
b) The Council shall meet at least once every two months for the purposes of management, policy formulation and review.
14. MEMBERSHIP OF THE MANAGEMENT COUNCIL
The Council shall consist of 7 members:
a) The Director of the Organization shall be an ex-officio member without voting rights.
b) Six members from but not limited to the professions outlined in article 12. Provided that the Council in its sole discretion may co-opt any person(s) that it may deem necessary. Such person shall not be eligible to vote.
c) The Council members' term of office shall be two years and they shall be eligible for re-appointment, except for the Chairperson who shall not serve for more than two consecutive terms in the same capacity.
15. FUNCTIONS AND POWERS OF THE MANAGEMENT COUNCIL
a) The Council shall be the main policymaking, management, technical, disciplinary and regulatory organ of the Organization.
b) The Council shall have the power to appoint ad hoc committees or sub-committees as are deemed necessary for the better conduct of the Organization's affairs and to delegate its powers to such committees. It shall receive and consider reports from ad hoc committees or sub-committees and shall do all acts, deeds, and things as may in its discretion be expedient or necessary for the benefit of the Organization and the furtherance of its objects.
c) The Council may hire any person(s) as employee(s) of the Organization (other than the Director), and may define the duties, conditions and terms of employment of any such employee(s).
d) The Council may recommend to the Board to invest funds of the Organisation in any venture authorised by law and that will promote the objects of the Organisation.
e) The Management Council shall make bi-annual reports to the Board on the activities, decisions and proposals of the Management Council relating to the day-to-day running of the Organisation and shall receive and forward to the Board any reports from ad hoc or standing committees with any comments thereto which the Management Council may deem advisable.
16. MANAGEMENT COUNCIL MEETINGS
a) The Council shall meet at least once every two months.
b) The Council shall elect its own Chairperson who shall be the presiding officer at all meetings. In the absence of the Chairperson, the presiding officer shall be such member of the Management Council as shall be elected by the meeting concerned. The Director shall be the Secretary to the Management Council.
c) The decisions of the Management Council shall be by general consensus. However, in the event of equality of votes in any meeting of the Management Council the presiding officer shall have a casting vote.
17. QUORUM OF THE MANAGEMENT COUNCIL MEETINGS
The Quorum for any meeting of the Management Council shall be five, four of which shall be voting members.
18. DUTIES OF THE CHAIRPERSON AND THE SECRECTARY
(a) CHAIRMAN
(i) Shall chair all meetings
(ii) Shall be a member of the Board of Trustees without any voting rights.
(b) SECRETARY
i) Shall convene all meetings.
ii) Shall take minutes during meetings.
iii) Shall keep records.
iv) Shall be a member of the Management Council and the Board of Trustees without any voting rights.
19. REMOVAL OF THE MEMBERS OF THE MANAGEMENT COUNCIL
Any member of the Management Council may be removed from office by the Board if:
i. Without leave from the Chairperson of the Council or without advancing any good reason he absents himself
from three consecutive meetings of the Management Council or
ii. She/he is removed from office by a resolution passed by two thirds of the members of the Board, or
iii. She/he resigns from office as a member of the Management Council, or
iv. She/he leaves the country permanently
v. If convicted on criminal offence by law
Any vacancy caused in any manner aforesaid shall be deemed to be temporary and may be filled by the Board accordingly.
20. ASSEMBLY
There shall be a body referred in this constitution as “the Assembly” which shall be composed of the Board of Trustees and the Management Council and shall meet under the following circumstances:
a) In the event where decisions made by the Management Council conflict with the Board of Trustees' stand
b) To appoint trustees
c) To amend or change the Organisation's constitution
d) In the event of the dissolution of the Organisation
The Assembly shall debate on the issues and shall make resolutions through two-thirds majority vote of the members present. The quorum of the Assembly shall be two thirds of the combined membership of the Board of Trustees and the Management Council. The chairperson of the Board of Trustees shall chair the Assembly. In his/her absence, the Trustees present will elect another Trustee as chairperson.
21. STAFF
There shall be staff consisting of the Director and other employees of the Organisation who shall hold and cease to hold office in accordance with their terms and conditions of employment.
22. RULES AND REGULATIONS
The Management Council shall draw up such rules and regulations for the Organisation as it deems necessary.
23. APPLICATION OF FUNDS AND ASSETS
(a)The funds and assets of the Organisation shall be applied solely towards the promotion of the objectives of Youth for Conservation as set forth in the Youth for Conservation constitution.
(b) All monies and funds received by and paid to the Organisation shall be deposited in the appropriate account of the Organisation in any bank or banks approved by the Board.
(c) No payments shall be made out of the bank account(s) without the authority of the Board in respect of such payment.
(d) The Management Council shall have power to suspend any member of staff whom it has reasonable cause to believe that he or she is not properly accounting for any of the funds or assets of the Organisation and other than the Director the Council shall have power to appoint another person in his/her place.
24. DISCLOSURE OF INTEREST IN CONTRACT
a) Any member of the Management Council who is in any way, directly or indirectly, interested in a contract or proposed contract with the Organisation shall disclose the nature of his interest at any meeting at which the question of entering into such contract is being considered.
b) A member shall not vote in respect of any contract or arrangement in which he has an interest and, if he does so, his vote shall not count.
25. DISPOSAL OF RESIDUAL ASSETS ON DISSOLUTION
If upon the winding up or dissolution of the Organisation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be given or transferred to one or more wildlife conservation organisations in Kenya, as shall be appointed by the Board of trustees.
26. ACCOUNTS
a) The Management Council shall be responsible for causing the accounts to be kept, and in particular as regards:-
i) The sums of money received and expended by the Organisation and the matters in respect of which such receipts and expenditures take place;
ii) The assets and liabilities of the Organisation.
b) The books of accounts shall be kept at the Organisation's office or at any other place that the Council may deem fit.
c) A proper balance sheet as at the date on which the income and expenditure account is made up shall be prepared by the Council and presented to the auditors of a reputable firm every year. The audited accounts shall then be laid before the Board of Trustees for approval.
27. AUDITORS
a) The appointment and remuneration of the Auditor or Auditors of YfC shall be done by the Board. The Auditor or Auditors shall be eligible for re-appointment.
b) The Board may fill any temporary vacancy in the office of the Auditor.
c) The Auditor or Auditors shall make a report to the Board of Trustees on all the accounts examined by them during their tenure of office. The report shall be prepared in accordance with common accountancy practice before presentation to the members of the Board.
28. INSPECTION OF BOOKS AND ACCOUNTS
The books of accounts and all documents relating thereto, as well as a list of YfC support members and minutes of Board of Trustees and Management Council Meetings shall be kept at the registered office of the Organisation. Any bona fide member of the Organisation can examine them after giving prior notice of 7 days in writing.
29. FINANCIAL YEAR
The financial year of the Organisation shall run from 1st January to 31st December of every year.
30. AMENDMENTS TO THE CONSTITUTION
Subject to the provisions of Regulation 21(1) of the NGO Regulation, the Assembly may by special resolution 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 clause 31(c) of this constitution.
31. DISSOLUTION AND DISPOSAL OF PROPERTY
a) The Organization shall not be dissolved or wound up except by a resolution passed at the Assembly composed of the Board of Trustees and the Management Council of Youth for Conservation by votes of two-thirds of those present. The quorum at the meeting shall be two thirds of all the bona fide members of the Assembly. If no quorum is obtained, the proposal to dissolve or wind up the Organization shall be submitted to a further Assembly, which shall be held one month later. Notice of these meetings shall be sent to all members making up the Assembly at least 14 days before the date of the meeting. The quorum for the second meeting shall be the number of members present.
b) 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 members of the Board of Trustees.
c) Upon dissolution of the Organization, its remaining assets shall be distributed to another Organization(s) with similar objectives by the Board of Trustees.
32. FORMATION OF AFFILIATES
Affiliates to the Organization may be formed with the approval of the Management Council. The Management Council shall set terms, conditions and regulations that govern the affiliates, as it deems appropriate.
33. TRANSITIONAL PROVISION
Upon submission of this constitution to the NGO Co-ordination Bureau Board, this constitution shall come into effect. All rights, powers, liabilities and duties, whether arising under any written law or otherwise, which before the coming into effect of this constitution were vested in, imposed on or enforceable by or against the former organs (Governing council and Executive Committee) for the Organisation, shall under this subsection be transferred to, vested in, imposed on or be enforceable by or against the Management Council and the Board of Trustees for the Organisation.
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