SHAKABABO CONSERVANCY ASSOCIATION (SCA) Kenya THE CONSTITUTION TABLE OF CONTENTS Name Page 1.0 PART I 1.1 Name of the Organization…………………………………………………………………………2 2.0 PART II OBJECTIVES 2.1 Main Objectives ………………………………………………………………………….……………2 2.2 Specific Objectives……………………………………………………………………………….……3 3.0 PART III MEMBERSHIP AND GOVERNANCE 3.1 Membership………………………………………………………………..…………….……….……5 3.2 Qualification of members of the board……………………………………………………….5 3.3 Duties of the board…………………………………………………………………………………...5 3.4 Number of Board Members………………………………………………………………………..6 3.5 The Management of the Board………………………………………………..……………….…6 3.6 First Appointed to the Board…………………………………………………………………...…6 3.7 Other Appointments to the Board…………………………………….……………………...…6 3.8 Alternatives……………………………………………………………………………………………...7 3.9 Office Bearers…………………………………………………………………………….…..…………7 3.10 Duties of the Office Bearers and Officials……………..………………………….…………7 3.11 Removal of the Board Members Other Than Officials…………………………….……7 4.0 PART IV MEETINGS AND QUARRAMS 4.1 Proceeding of the Board……………………………………………………...………….…………8 4.2 Calling of Meetings……………………………………………………………………………………8 (a) Normal Meeting……………………………………………………..………………….………8 (b) Requisitioned of Committees………………………………………………………………8 4.3 Formation of Committees……………………………………………………….….………………8 4.4 Disqualification of Members of the Board……………………………………………………9 4.5 General Meetings………………………………………………………………………………………9 4.6 Manner of convening Extra – Ordinary General Meetings……………………………10 4.7 Notice of General Meetings………………………………………………………………………10 4.8 Proceedings at General Meetings………………………...……………………………………10 4.9 Voting At General Meetings……………………………………………….…..…………………11 4.10 Corporation or Association Acting By Representatives at Meeting……………..11 5.0 PART V PARTY FUNDS AND RESOURCES UTILIZATION 5.1 Application of Funds and Assets………………………………………………..………….…12 5.2 Disclosure of Interests and Contracts…………………………………….…………………12 5.3 Disposal of Residual Assets on Winding up or Dissolution…………...……………12 5.4 Indemnity of Board Members………………………………………………………….………13 5.5 Members Contribution of Assets on Winding Up……………………….………………13 5.6 Accounts………………………………………………………………………………………………..13 5.7 Auditors…………………………………………………………………………….................………14 5.8 Arbitration Clause………………………………………….……………………………….………14 5.9 Inspection of Books of Accounts and List …………………………………………………15 5.10 Financial Year………………………………………………………………………………………15 6.0 PART VI AMMENDMENT TO THE CONSTITUTION 6.1 Amendments…………………………………………………………………………………………15 7.0 PART VII DISSOLUTION AND DISPOSAL OF PROPERTY 7.1 Dissolution……………………………………………………………………………………………15 7.2 Procedure of Dissolution………………………………………………………………..………16 7.3 Distribution of Assets……………………………………………………………………………16 1.0 PART I:

NAME OF THE ORGANIZATION ARTICLE I:

The name of the organization is hereinafter referred to as Shakababo conservancy association Kenya.

2.0 PART II: OBJECTIVES 2.1 ARTICLE II:

MAIN OBJECTIVES

To empower the wetland communities with skills in order to address the issues of poverty, climate change, social and economic empowerment.

2.2 ARTICLE III: SPECIFIC OBJECTIVES

Having thus stated the main objectives, the constitution may proceed to provide that, within the framework of the foregoing, the organization shall have the following objectivess:

(a) Environment Conservation To promote environmental conservation activities including tree planting and reservation of the natural resources in the communities. Desperate youths will be encouraged and be supported to establish tree nurseries to raise seedlings for sale as income generating projects. They will also be trained on tree management practices and record keeping of their generated income from the sale of tree seedlings.

(b) To improve oversight and protection of the environment and the natural resources, the indigenous forests and water catchment areas, as a way to curb the major cause of poverty.

(c) To help in the harnessing of natural resources for economic recovery.

(d) Economic Empowerment To raise, mobilize and disburse funds and other resources to enhance economic empowerment to the river-lake communities, the disabled, women and youths by building their capacities through appropriate business management trainings and financial support.

(e) HIV/AIDS To carry out HIV/AIDS advocacy campaign through public awareness meetings and trainings for affected and non affected individuals/ groups and to provide care and support to orphaned vulnerable children and people living with HIV/AIDS (PLWHAS) through food aid, clothing and subsidized school fees for orphaned vulnerable children. Under this specific objective, we shall also establish day care Centers to cater for orphaned vulnerable and destitute children.

(f) Education To establish schools to support education for orphaned children and provide training for the youths in the specific areas of interests that will range from service based business skills to accredited courses, we shall employ teachers, advisors, experts and other staff for the objectives of the organization to provide high quality education to improve standards of learning within the organization’s supported schools.

(g) Food Security To initiate food production interventions among food insecure communities through appropriate trainings in Modern Farming Techniques to ensure sufficient food to meet household food needs. This objective will also endeavors to provide trainings in Agri-Business for the target communities so they can achieve an objective of increasing food availability, proper dietary utilization and increased access to or establish markets to sell surplus food to increase household’s income.

(h) Collaboration and Networking To assist small scale farmers to improve food security situation in livestock and crop farming through training provision of certified seeds and upgrading of indigenous livestock breeds. To promote or assist partnering Community Based Organization, Faith Based Organizations and church led development groups aimed at helping poor communities in the target area to improve the quality of life through training and material support to undertake their desired interventions.

(i) Improve Human Habits To assist vulnerable community members in rivers/lakeside urban centers particularly those living in the slums areas to establish better housing environment through construction of improved housing structures and recreational facilities in congested low income human dwellings.

(j) Water Improve clean water accessibility to poor wetland communities, by sinking boreholes and shallow wells, in direr areas. This will be to facilitate communities to access good drinking water fit for human consumption particularly those living in water inadequate places. To assist in the building of water reservoirs, underground tanks and dams to capture rain water for use in dry season.

3.0 PART III: MEMBERSHIP AND GOVERNANCE

3.1 ARTICLE IV: MEMBERSHIP The subscribers to this constitution and such other persons or organizations as the board of the organization may from time to time admit to the membership, then the members will be nine persons who shall be the members of the organization, and one will only cease to be a member if:- (i) He/she shall give one months notice in writing to the board of his/her intention to resign from membership. Upon the expiry of such notice, he/she shall cease to be a member but his/her liability to contribute to the funds of the organization in the event of its wound up or dissolve shall continue for one year from the expiry of such notice. (ii) If he/she is removed from membership by the vote of not less than 2/3 of the members of the organization at an extra-ordinary general meeting of the organization specially convened and at which he has been given a reasonable opportunity of attending and being heard.

3.2 ARTICLE V: QUALIFICATIONS OF MEMBERS OF THE BOARD

1. Must be one who is interested in the functions of SCA as an organization

2. Must be willing to work within a group in SCA

3. Must be in a position to make contributions for SCA or find others who will.

4. Must be a responsible member of a community within the ecosystem

5. Must be well known in the fields in which SCA functions

6. Must be an expert/professional in some field(law, real estate, accounting, theology, etc)

7. Must be a God fearing person with integrity.

3.3 ARTICLE VI: DUTIES OF THE BOARD

1. Act prudently to the best interest of the organization

2. Approve operating budgets

3. Establish long term plans for the organization

4. Discussing and voting on the highest priority issues of the organization

5. Setting the organizational policies

6. hiring and evaluating key staffs of SCA

7. carry out fund raising activities for SCA

3.4 ARTICLE VII: NUMBER OF BOARD MEMBERS

Until otherwise varied by a special resolution passed at a general meeting, the board shall consist of the honorary posts of Chairman, Secretary and Treasurer. There shall also be the Chief Executive officer who shall also be the Ex-Official member of the Board. The board shall be the policy making organ of the organization. The minimum number of the board members shall be seven while the maximum number shall be nine.

3.5 ARTICLE VIII: THE MANAGEMENT STRUCTURE

There shall be the office of the chief Executive Officer who shall be the head of the secretariat. The day-to-day affairs of the organization shall be managed by the Chief Executive Officer who shall be in charge of the organization's affairs. The management shall pay all expenses incurred in setting up and registering the organization and shall exercise such powers of the organization as are not required by this constitution to be exercised by a general meeting to achieve the objectives of the organization. No regulations made by the organization in a general meeting, shall invalidate any prior Act of the Management which would have been valid if such regulations had not been made. The Chief Executive Officer shall be the head of the secretariat and shall be responsible to the general meeting and to the board of directors. He shall be an employee of the organization and his office shall fall under the secretariat whose terms of service shall be determined by the board. He shall interalia: (a) Represent and act on behalf of the organization generally. (b) Do all such acts as may be necessary for the efficient running of the organization's affairs. (c) Keep full complete and up to date record of the organization's affairs.

3.6 ARTICLE IX: FIRST APPOINTMENT TO THE BOARD

The Interim Members to the Board shall be appointed in writing by the subscribers to this constitution and shall include three persons who shall act respectively as Chairman, Secretary and the Treasurer of the organization, until the conclusion of the first annual general meeting when a sustentative board shall be appointed to serve for a period of three years provided that a member of the board shall be the member of the organization.

3.7 ARTICLE X: OTHER APPOINTMENTS TO THE BOARD

. The Board shall from time to time and at any time appoint any member of the organization, 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.

3.8 ARTICLE XI: 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 members 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 own 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 if his appointee 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 organization and such alternate.

3.9 ARTICLE XII: OFFICE BEARERS.

The organization shall at the annual general meeting in each year elect from its members its chairmen, vice chairman, Secretary, 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 re-election. If the chairman, during his term of office, should cease to be a member of the organization, 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 Vice Chairman, the Secretary, and the treasurer.

3.10 DUTIES OF OFFICE BEARES / OFFICIALS

The chair person shall (a) Chair all meetings of the board and all general meetings. (b) Provide general guidelines related to the affairs of the organization. In his absence the vice chairman shall chair the meeting. The secretary shall, (a) Keep minutes of the meeting of the board of directors and the general meetings. (b) Carry out all correspondence and publicity on behalf of the organization (c) Arrange for meetings of the organization on instructions of the board of Directors, in (d) Special circumstances on the instructions of general meetings The Treasurer will generally ensure that proper accounting procedures are adhered to and shall, (a) Oversee proper accounting basis of all the financial records of the organization (b) Open a bank account on the advice of the board and ensure that all drawings from the accounts are counter signed either by the Chief Executive or his deputy. (c) Provide reports on the financial statement of the organization and audited accounts to the general meeting.

3.11 ARTICLE XIII: REMOVAL OF BOARD MEMBERS OTHER THAN OFFICIAL SUBSCRIBERS (Founder members registered as The Chairman, the Secretary, and the Treasurer).

The board shall by resolution remove any member of the board from office, but should such a member be aggrieved at his removal, he may appeal to the general meeting to be called for this purpose. In the meantime, he shall cease to act as member of a board and to hold any other office under the organization, and members for the time being of the board will act notwithstanding on any vacancy available 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 six shall be the quorum for the purpose of filling up vacancies in the organization and of summoning a general meeting, but not for any other purpose. The board shall co-opt any person to advice the board in any capacity which the board shall think fit.

4.0 PART V: MEETING AND QUORUMS

4.1 ARTICLE XIV: PROCEEDINGS OF THE BOARD

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

4.2 ARTICLE XV. CALLING OF MEETINGS (a) Normal Meetings All normal meetings shall be summoned by the secretary, acting in consultations with the chairman and board of directors by giving at least 15 days notice accompanied by the proposed agenda. (b) Requisitioned Meetings A member of the board shall 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 21 days of notice served upon the several members of the board with an indication of the proposed agenda.

4.3 ARTICLE XVI: FORMATION OF COMMITTEE

1. The board of directors will delegate any of their powers to committees consisting of such members of the board as they may 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 committee shall be governed by the provision of this constitution for the time being regulating the meetings and proceedings of the board so far as applicable and so far as the time shall not be superseded by any member of the board. 2. All acts bonefide done by any meeting of the board or of any committee of the board or by any person acting as the members of the board, shall notwithstanding that it be afterwards discovered that their was some defects in the appointment or continuance in office of any such member or person acting as a foresaid 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 2/3 of the members for the time being of the board of any committee 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 the meeting of the board or of such committed duly convened and constituted

. 4.4 ARTICLE XVII: DISQUALIFICATION OF MEMBERS OF THE BOARD

The office of a member of the board other than the three boards of directors (Founder members of the organization; the Chairman, the Secretary, and the Treasurer) shall be vacated;

(i) If a receiving order is made against he/she or he/she makes an arrangement or composition with his creditors. (ii) If he becomes of unsound mind

(iii) If he 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 organization, he resigns his office.

(v) If he is removed from office by a resolution duly passed under this constitution

(vi) If he is removed from membership of the organization, pursuant of a resolution to the organization

4.5 ARTICLE XVIII: GENERAL MEETINGS

1. The organization shall in each year have a general meeting as the annual general meeting, in addition to any other meetings in that year, and shall specify the meetings as such in the notice calling it. Not more than Fifteen Months (15) shall elapse between the date of one annual general meeting of the organization and that of the next. The annual general meeting shall be held at such time and place as the board shall appoint. 2. The annual general meeting shall be called ordinary general meeting and all other general shall be called extra ordinary general meetings.

4.6 ARTICLE XIX: MANNER OF CONVENING EXTRA ORDINARY GENERAL MEETINGS

. 1. The board shall, whenever it thinks fit, convene an extra general meeting.

2. The board shall also, on the requisition of not less than 1/3 of the members of the organization, proceed to convene an extra general meeting, provided that the requisition must state the objects of the meeting and must be signed by the requisitionist and deposited at the office.

4.7 ARTICLE XX: 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 organization 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 a notice shall not invalidate the proceedings of the meeting.

4.8 ARTICLE XXI: PROCEEDINGS AT GENERAL MEETINGS.

1. All business shall be deemed special that is transacted at extra ordinary general meeting and also all that is transacted at an ordinary general meeting with the exception of the consideration of the accounts and balance sheets, the reports of the boards and the auditors, the elections of the board, appointments 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.

2. If within half an hour from the time appointment 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.

3. 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 fifteen minutes after the time appointed for holding the meeting, the members present shall designate one of their members to be chairman of the meeting.

4. The chairman of any meeting at which a quorum is present, with the consent of the meeting shall 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 date of the meeting, notice of the adjourned meeting shall be given as in the case of an original meeting

. 4.9 AERTICLE XXII. VOTING AT GENERAL MEETINGS

1. 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.

2. On a poll, votes may be given personally or proxy, provided that the instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney dully authorized in writing or, if the appointer is a corporation either under seal, or under the hand of an officer or attorney duly authorized, a proxy not need be a member of the organization provided that no person shall be entitled to be appointed proxy more than two absent members.

3. The instrument appointing a proxy and the power of attorney or other authority, if any or a materially 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 12 months from the date of its execution

. 4. At any general meeting, a resolution put to the vote of the meeting shall be decided by a show of the hand unless a poll is (before or on the declaration of the result of the show of hands) demanding 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 prove 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.

5. A poll demanded on the election of the 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 preceded with pending the taking of the poll. 6. In case of inequality 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 XXIII: CORPORATIONS OR ASSOCIATIONS ACTING BY REPRESENTATIVES AT MEETINGS Any Corporation or Association, 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 a Corporation as may be duly authorized on that behalf, authorize such a person as it thinks fit to act as its representative at any meeting of the organization, and the persons so authorized shall be entitled to exercise the same power on behalf of the Corporation or Association which represents as that Corporation or Association could exercise if it were an individual member of the organization.

5.0 PART V: FUNDS AND RESOURCES UTILIZATION 5.1 ARTICLE XXIV: APPLICATION OF FUNDS AND ASSETS.

The funds and assets of the organization shall be applied solely towards the promotion of objectives of the organization 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 members of the organization, provided that nothing herein will prevent, good faith, of reasonable and proper remuneration to any officer or servant of the organization or any member of the organization, in return for any services actually rendered to the organization, or prevent the payments of interests at a rate note exceeding current bank rates on money lent or reasonable and proper rent for premises demised or let by any member to the organization. Provided also that no non-executive member of the organization shall be appointed to any salaried office of the organization or any office of the organization paid by fees, and that no remuneration or other benefits in money or moneys worthy shall be given by the organization to any such a board member accept 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 organization.

5.2 ARTICLE XXXV. DISCLOSURE OF INTERESTS IN CONTRACT

A member of the board, who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the organization, shall disclose the nature of his 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 XXVI. DISPOSAL OF RESIDULE ASSETS ON WINDING UP OR DISSOLUTION

If upon the winding up or dissolution of the organization, there remains after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of the organization but shall be given or transformed to other institution or organizations having objects similar to the organization, 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 organization. Provided that such institution or institutions is or are to be determined by the members of the organization at or before 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 provision, then to some other charitable objects.

5.4 ARTICLE XVII: INDEMNITY OF BOARD MEMBERS

Every member and other officers or servants of the organization shall be indemnified against (and it shall be the duty of the board out of the funds of the organization to pay) all costs, loses and expenses which such a person may incur or become liable for by reason 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 traveling expenses, and the board may give to any officer or employee of the organization 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 XVIII: MEMBERS CONTRIBUTION TO ASSETS ON WINDING UP

Every member of the organization undertakes to contribute to the assets of the organization in the event of its start up or being dissolved or wound up while he is a member, or within one year of his/her ceasing to be a member, for payments of the debts and liabilities of the organization 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 shillings one thousand (Kshs. 1,000/=).

5.6 ARTICLE XXIX: ACCOUNTS

1. It shall be the work of the treasurer in liaison with the Finance Director to cause the accounts to be kept and in particular as regards,

(a) The sum of money received and expended by the organization and matters in respect of which such receipts and expenditures take place.

(b) The assets and liabilities of the organization.

2. 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.

3. 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 proceeding account made up to date more than nine (9) months before such meeting.

4. 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.

5. copies of the income and the 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 annual general meeting be send to the auditors and to all other persons entitled to receive notices, of such meetings in the prescribed manner.

5.7. ARTICLE XXX AUDITORS

1. The organization shall at each annual general meeting appoint an auditor or auditors to hold office until the next general 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 other vacancy continues, the surviving or continuing auditors, if any, may act

. 3. The remuneration of auditors of the organization shall be fixed at the annual general meeting, except that the remuneration of any auditor appointed to fill any casual vacancy may be fixed by the board

4. Every auditor of the organization shall have the 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.

5. Every auditor shall make a report to the members of the accounts examined by them and on a very balanced sheet laid before the organization at its annual general meeting during their tenure of the office, and the report shall state, (a) whether or not they have obtained all the information and explanations they have required and (b) Whether, in their position, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the organization's affairs.

5.8 ARTICLE XXXI: ABITRATION CLAUSE.

Save whereby this constitution, the decision of the board is made final if at any time hereafter any dispute difference or question shall arise between the founder members, trustees (if any) or other persons or their personal representatives or any of them respectively touching the construction meaning or effects 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, however in relation to the constitution then every such disputes 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 XXXII: INSPECTION OF BOOKS OF ACCOUNTS AND LISTS OF MEMBERS OF THE ORGANIZATION.

The books of accounts and all documents relating thereto and a list of members of the organization shall be available for inspection at the 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 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 XXXIII: FINANCIAL YEAR. The financial year of the organization shall begin on the first day of January and end on the last day of December of every year or at such at times as the board may from time to time determine.

6.0 PART VI: AMMENDMENTS TO THE CONSTITUTION 6.1 ARTICLE XXXIV: AMMENDMENTS

Subject to the provisions of regulation 21 (1) of the NGOs regulations, the organization may by special resolution pass, modify or repeal this constitution or adopt a new constitution or change the name of the organization, provided that no such alterations amendment or modification shall be made which shall impair or prejudice the effectiveness of the prohibitions contained in this constitution against description of income, property and assets of the organization to the members.

7.0 PART VIII: DISSOLUTION AND DISPOSAL OF PROPERTY 7.1 ARTICLE XXXV: DISSOLUTION The organization shall not be dissolved or wound up except by a resolution passed by the three founder directors of the organization (the chairman, the Secretary and the Treasure) which shall be ratified at a general meeting of the members by votes of 2/3 of the members present. The quorum at the meeting shall be 50% of all 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 meetings. The quorum for this second meeting shall be the number of the members present

7.2 ARTICLE XXXVI: PROCEDURE OF DISSOLUTION

The organization will not be dissolved without prior consent in writing to the None Governmental Organization's Coordination Board, obtained upon a written application addressed to the Executive Director of the None Governmental Organization's Coordination Board and signed by three officials (The Chairman, The Secretary, and the Treasurer) of the Organization.

7.3 ARTICLE XXXVII: DISTRIBUTION OF ASSETS

Upon dissolution of the organization, its remaining assets shall be distributed to another organization(s) with similar objectives. Dated this ___________________ Day of ______________________20____ in _____________________________ Signed By: 1. _____________________________________________________________________________ (Chairman ) Signature______________________________Date_______________________________ 2. _____________________________________________________________________________ (Secretary) Signature______________________________Date_______________________________ 3. _____________________________________________________________________________ (Treasurer) Signature______________________________Date_______________________________