1.

0 NAME
HOPE FOR THE FUTURE ORGANIZATION
1.1 Name of the Organization ------------------------------------------------------------ 1
2.0 OBJECTIVES
2.1 Main Objective ------------------------------------------------------------------------- 1
2.2 Specific Objective ----------------------------------------------------------------------- 1
3.0 MEMBERSHIP & GOVERNANCE
3.1 Membership ----------------------------------------------------------------------- 2
3.2 Number of Board Members ------------------------------------------------------ 3
3.3 he Management of the Board ------------------------------------------------------- 3
3.! "irst #ppointment to the Board ---------------------------------------------------- !
3.$ Other #ppointment to the Board ----------------------------------------------------- !
3.% #&ternates ------------------------------------------------------------------------------- !
3.' Office Bearers -------------------------------------------------------------------------- !
3.( )uties of the Office Bearers and Officia&s ----------------------------------------- $
3.* +emova& of Board Members Other than Officia&s ---------------------------------- $
4.0 MEETING AND QUORUMS
!.1 ,roceedings of the Board ------------------------------------------------------------- %
!.2 -a&&ing of Meetings ------------------------------------------------------------------- %
.a/ Norma& Meetings ----------------------------------------------------------------------- %
.b/ +e0uisitioned Meetings --------------------------------------------------------------- %
!.3 "ormation of -ommittees ------------------------------------------------------------ %
!.! )is0ua&ification of Members of the Board ----------------------------------------- '
!.$ 1enera& Meetings ---------------------------------------------------------------------- '
!.% Manner of convening 23tra Ordinar4 1enera& Meetings ------------------------- (
!.' Notice of 1enera& Meetings --------------------------------------------------------- (
!.( ,roceedings at 1enera& Meetings---------------------------------------------------- (
!.* 5oting at 1enera& Meetings --------------------------------------------------------- *
!.16 -orporations or #ssociation #cting b4 +epresentatives at Meetings --------- 16
5.0 FUNDS AND RESOURCE UTILIZATION

$.1 #pp&ication of "unds and #ssets ---------------------------------------------------- 16
$.2 )isc&osure of 7nterest in -ontracts -------------------------------------------------- 11
$.3 )isposa& of +esidua& #ssets on 8inding up or )isso&ution --------------------- 11
$.! 7ndemnit4 of Board Members ------------------------------------------------------- 11
$.$ Members -ontribution of #ssets on 8inding up --------------------------------- 12
$.% #ccounts -------------------------------------------------------------------------------- 12
$.' #uditors --------------------------------------------------------------------------------- 13
$.( #rbitration -&ause---------------------------------------------------------------------- 13
$.* 7nspection of boo9s of #ccounts and :ist of Members --------------------------- 1!
$.16 "inancia& ;ear ------------------------------------------------------------------------ 1!
.0 AMENDMENTS TOTHE CONSTITUTION
%.1 #mendments --------------------------------------------------------------------------- 1!
!.0 DISSOLUTION AND DISPOSAL OF PROPERT"
'.1 )isso&ution ----------------------------------------------------------------------------- 1$
1.0 NAME
he name of the organization is <O,2 "O+ <2 "==+2 O+1#N7S#7ON.
2.0 OBJECTIVES
2#1 MAIN OBJECTIVES
he main purpose of the organization is to he&p in conserving the environment and peace
bui&ding >ithin the communit4 and he&ping in providing education to the orphans and vu&nerab&e
chi&dren >ithin the communit4.
2#2 SPECIFIC OBJECTIVES
he Organization sha&& have the fo&&o>ing principa& objects?
a/ o raise@ mobi&ize and disburse funds and other resources for the conservation of the
environment and promotion of education to orphans and vu&nerab&e chi&dren.
b/ o estab&ish or assist in the estab&ishment of schoo&s and other educationa& centres@ and
&ibraries@ and to pub&ish ne>s&etters@ brochures@ periodica&s@ boo9s and other pub&ications as
the Board of the Organization ma4 deem desirab&e for the promotion of the OrganizationA
c/ o emp&o4 teachers@ advisors@ e3perts and other staff for a&& or an4 of the objects of the
OrganizationA
d/ o ac0uire an4 moveab&e or immovab&e propert4 and an4 bui&dings or things >hatsoever
and se&&@ dispose of Mortgage@ &ease or other>ise dea& >ith a&& or an4 part of the propert4 or
rights of the OrganizationA
e/ o enter into an4 arrangement >ith an4 governments or authorities that ma4 seem
conducive to the OrganizationBs objects or an4 of them@ and to obtain from such government
or authorit4 an4 rights@ privi&eges and concessions >hich the Organization ma4 thin9
desirab&e to obtainA
f/ o ta9e such steps b4 persona& or >ritten appea&s@ pub&ic meetings or other>ise as ma4 from
time to time be deemed e3pedient for the purpose of procuring
contributions to the funds of the Organization in the form of donations@ annua& subscription
or other>iseA
g/ o app&4 to an4 governments or authorit4@ pub&ic bodies@ corporations@ companies or
persons for and to accept grants or gifts of mone4 and of an4 moveab&e or immovab&e
propert4@ donations@ gifts subscriptions and other assistance >ith a vie> to promoting the
objects of the Organization and@ in ta9ing of an4 gift or propert4 to ta9e the same subject to
an4 specia& trust >hich ma4 be prescribed b4 the donor thereofA
h/ o estab&ish an endo>ment fund to receive grants@ donations@ gifts and other assistance in
an4 form >hatsoever from Cen4a or from an4 other source for an4one or more of the
objects of the organization and to estab&ish non-point-ma9ing foundation sin an4 countr4 or
countries for the purpose of receiving donations from private and corporate persons and for
channe&ing the same to the organizationBs deve&opment operationsA
i/ o promote or assist in the promotion of an4 organization or compan4 or other bod4 having
objects simi&ar to those of the OrganizationA
j/ o dra>@ e3ecutive or other>ise dea& >ith negotiab&e or transferab&e instrumentsA
9/ o do a&& such other things as are incidenta& or conducive to the attainment of an4 of the
above objectsA
&/ o invest the mone4 in the organization not immediate&4 re0uired in an4 one or more of the
modes of investment of trust mone4s or in such other manner as the Board of the
Organization ma4 from time to time determine provide that the outcome of such
investments sha&& be generated bac9 to the organization to achieve its objectives
2.0 MEMBERSHIPAND GOVERNANCE
3#1 MEMBERSHIP
he subscribers to this constitution and such other persons or organizations as the Board of
organization ma4 from time to time admit to membership@ the membership being not &ess than *
persons sha&& be members of the organization@ provided that a members sha&& cease to be a
member if?
i/ <e gives one month notice in >riting to the Board of their intention to resign from
membership. =pon the e3pir4 of such notice he sha&& cease to be a member but his
&iabi&it4 to contribute to the funds of the organization in the event of its being >ound
up or disso&ve sha&& continue for one 4ear from the e3pir4 of such notice.
ii/ 7f he is removed from membership b4 the vote of not &ess than t>o-thirds of the
members of the Organization at an 23traordinar4 1enera& Meeting of the Organization
specia&&4 convened and at >hich he has been given a reasonab&e opportunit4 of
attending and being heard.
3#2 NUMBER OF BOARD MEMBERS

he number of board members sha&& be $."ive/ >hich consists of the fo&&o>ing?
a/ -hairman
b/ 5ive chairperson
c/ Secretar4
d/ #ssistant Secretar4
e/ reasurer
f/ Member
/
3#3 THE MANAGEMENT STRUCTURE
he management structure of the organization sha&& comprise of?
C$%&' E(&)*+%,& O''%)&-
here sha&& be the office of the -hief 23ecutive Officer >ho sha&& be the head of the
Secretariat
he da4-to-da4 affairs of the Organisation sha&& be managed b4 the -hief 23ecutive Officer
>ho sha&& be in charge of the organizationBs affairs.
he Management ma4 pa4 a&& e3penses incurred in setting up and registering the organisation
and ma4 e3ercise such po>ers of the Organisation as are not re0uired b4 this constitution to
be e3ercised b4 a 1enera& Meeting@ to achieve the objectives of the Organisation.
No regu&ations made b4 the Organisation in a 1enera& Meeting@ sha&& inva&idate an4 prior act
of the management >hich >ou&d have been va&id if such regu&ations had not been made
he -hief 23ecutive Officer sha&& be responsib&e to the 1enera& Meeting and the
Board of )irectors. <e sha&& be an emp&o4ee of the Organisation and his office sha&&
fa&& under the Secretariat >hose terms of service sha&& be determined b4 the Board.
<e sha&& intera&iaA
a/ +epresent and act on beha&f of the organization genera&&4
b/ )o a&& such acts as ma4 be necessar4 for the efficient running of the organizations
affairsA
c/ Ceep fu&& comp&ete@ and up-to date record of the organizationBs affairsA
3#4 # FIRST APPOINTMENT TO THE BOARD
he interim members to the Board sha&& be appointed in >riting b4 the subscribers to this
constitution and sha&& inc&ude three persons >ho sha&& act respective&4 as the chairman
secretar4 and reasurer of the organizationA unti& the conc&usion of the first #nnua& genera&
meeting >hen a substantive Board sha&& be appointed to serve for a period of 3 4ears.
provided that a member of the Board sha&& be a member of the organization.
3#5 OTHERAPPOINTMENTS TO THE BOARD
he Board ma4 from time to time and at an4 time appoint an4 member of the organization@
in case of vacanc4@ or b4 >a4 of addition@ to the boardA provided that the prescribed
ma3imum is not thereb4 e3ceeded and provided a&so that the proposa& to appoint an4 ne>
member of the board under this section sha&& be set out in a forma& reso&ution forming part
of the notice convening the Board meeting.
3# ALTERNATES

#n4 member of the Board ma4 appoint another member to be his a&ternate to act in his p&ace
at an4 meetings of the Board at >hich he is unab&e to be present. Such appointees sha&& be
entit&ed to e3ercise a&& the rights and po>ers of a member of the Board and@ >here the4 are
members of the Board@ sha&& have a separate vote on beha&f of their appointers in addition to
their o>n votes.
# member of the Board ma4@ at an4 time@ revo9e the appointment of an a&ternate appointed
b4 him. he appointment of an a&ternate sha&& be revo9ed immediate&4@ if his appointer
ceases to be a member of the Board.
2ver4 appointment and revocation under this paragraph sha&& be effected b4 notice in
>riting under the hand of the appointer served on the Organisation and such a&ternate.
3#! OFFICE BEARERS

he organisation sha&& at the #nnua& 1enera& Meeting in each 4ear e&ect from its members
its -hairman@ 5ice chairman and reasurer. he above officia&s sha&& ho&d office unti& the
ne3t #nnua& 1enera& Meeting fo&&o>ing that at >hich the4 >ere e&ected >hen the4 sha&&
retire but sha&& be e&igib&e for re e&ection.
7f the -hairman@ during his term of office@ shou&d cease to be a member of the
Organization@ resign from office or die@ the directors sha&& e&ect one of their members to ho&d
office unti& the ne3t #nnua& 1enera& Meeting >hen a ne> -hairman sha&& be e&ected. he
same procedure sha&& app&4 to the secretar4 and reasurer.
3#. DUTIES OF OFFICE BEARERS/OFFICIALS
C$0%-1&-234
he chairperson sha&& chair a&& meetings of the Board and a&& genera& meetings. he sha&&
provide genera& guide&ines re&ated to the affairs of the organization. 7n his
absence the 5ice-chairman sha&& chair the meeting.
S&)-&+0-5
he Secretar4 sha&&A
a/ Ceep minutes of the meetings of the Board of )irectors and the 1enera& Meetings
b/ -arr4 out a&& correspondence and pub&icit4 on beha&f of the Organization.
c/ #rrange for meetings of the organization on instructions of the Board of )irectors@ in
d/ Specia& circumstances@ on the instructions of 1enera& Meetings
T-&02*-&-
he reasurer sha&& in genera& ensure that proper accounting procedures are
adhered to@ and sha&&A
a/ Ceep on a proper accounting basis a&& the financia& records of the OrganizationA
b/ Open a ban9 account on the advice of the Board and ensure that a&& dra>ings from the
account are countersigned either b4 the -hief 23ecutive or his deput4A
c/ ,rovide reports on the financia& statement of the Organization and audited accounts to the
genera& meeting.
3#6 REMOVALS OF BOARD MEMBERS OTHER THAN OFFICIALS
he Board ma4 b4 reso&ution remove an4 member of their bod4 from office@ but if such a
member shou&d be aggrieved at his remova& he ma4 appea& to a 1enera& meeting to be ca&&ed
for this purpose. 7n the meantime@ he sha&& cease to act as a member of the Board and to ho&d
an4 other office under the Organization@ and members for the time being of the board ma4 act
not >ithstanding an4 vacanc4 in their bod4A provided a&>a4s that in case the members of the
Board sha&& at an4 time be reduced in number to &ess than the minimum number prescribed b4
this constitution@ that numbers sha&& be the 0uorum for the purpose of fi&&ing up vacancies in
their bod4 and of summoning a 1enera& Meeting@ but not for an4 other purpose. ,rovided a&so
that the Board ma4 co-opt an4 person to advise the Board in an4 capacit4 >hich the Board
sha&& thin9 fit.
3.0 MEETING ANI7 QUORUMS
4#1 PROCEEDINGS OF THE BOARD
he Board ma4 meet for the dispatch of business@ adjourn and other>ise regu&ate their meetings
as the4 thin9 fit. he 0uorum necessar4 for the transaction of business sha&& be not &ess than ha&f
the number of members of the Board for the time being. Duestions arising at an4 meeting sha&& be
decided b4 a majorit4 of votes. 7n case of an4 e0ua&it4 of votes the chairman sha&& have a casting
or second vote.
4#2 CALLING OF MEETINGS
807 N3-90: M&&+%4;2
#&& norma& meetings of the Board sha&& be summoned b4 the Secretar4@ acting in
consu&tation >ith the -hairman@ b4 giving at &east 1$ da4s notice
accompanied b4 the proposed agenda.
8<7 R&=*%2%+%34&> M&&+%4;2
# member of the Board ma4 re0uest for a meeting@ and on the re0uest of at
&east t>o .2/ members of the Board@ the Secretar4 sha&& at an4 time summon
a meeting of the Board b4 at &east t>ent4 one da4s of notice served upon
the severa& members of the Board@ >ith an indication of the proposed agenda.
4#3 FORMATION OF COMMITIEE
1. he Board ma4 de&egate an4 of their po>ers to -ommittees consisting of such members of the
board as the4 thin9 fit@ and an4 -ommittee so formed sha&&@ in the e3ercise of the po>ers
de&egated@ conform to an4 regu&ations prescribed b4 the Board. he meetings and proceedings
of an4 such -ommittee sha&& be governed b4 the provisions of this constitution for the time
being regu&ating the meetings and proceedings of the Board so far as app&icab&e and so far as
the same sha&& not be superseded b4 an4 ru&es made b4 the Board
2. .#&& acts done in good faith b4 an4 meeting of the Board or of an4 -ommittee of the Board or
b4 an4 person acting as a member of the board@ sha&&@ not>ithstanding that it be after>ards
discovered that there >as some defect in the appointment or continuance in office of an4 such
member or person acting as aforesaid that the4 or an4 of them >ere dis0ua&ified@ be as va&id as
if ever4 such person had been du&4 appointed or had du&4 continued in office and >as
0ua&ified to be a member of the Board.
3. # reso&ution in >riting signed b4 not &ess than t>o thirds of the members for the time being of
the board of an4 -ommittee of the Board >ho are du&4 entit&ed to receive notice of a meeting
of the board or of such -ommittees sha&& be as va&id and effectua& as if it had been passed at a
meeting of the Board or of such committed du&4 convened and constituted.
!.
4#4 DISQUALLIFICATION OFMEMBERS OF THE BOARD
he office of a member of the board sha&& be vacated?
i./ 7f a receiving order is made against him or he ma9es an arrangement or composition >ith
his creditorsA
ii./ 7f he becomes of unsound mindA
iii./7f he fai&s to attend the meetings of the Board for a period of si3 months@ e3cept b4 specia&
&eave of the BoardA
iv./ 7f b4 notice in >riting to the organization he resigns his officeA
v./ 7f he is removed from office b4 a reso&ution du&4 passed under this constitution.
vi./ 7f he is removed from membership of the Organization pursuant to a reso&ution of the
Organization.
4#5 GENERALMEETINGS
1. he organization sha&& in each 4ear ho&d a 1enera& Meeting as the #nnua& 1enera&
Meeting@ in addition to an4 other meetings in that 4ear@ and sha&& specif4 the meeting as
such in the notice ca&&ing it. Not more than fifteen months sha&& e&apse bet>een the date of
one #nnua& 1enera& Meeting of the Organization and that of the ne3t. he #nnua& 1enera&
Meeting sha&& be he&d at such time and p&ace as the Board sha&& appoint.
2. he #nnua& 1enera& Meeting sha&& be ca&&ed Ordinar4 1enera& Meeting and a&& other
genera& sha&& be ca&&ed 23traordinar4 1enera& Meetings.
4# MANNER OF CONVENING E?TRA ORDINAR" GENERAL MEETINGS
1. he Board ma4@ >henever it thin9s fit@ convene an e3traordinar4 genera& meetingA
2. he Board sha&& a&so@ on the re0uisition of not &ess than one -third of the members of the
organization@ proceed to convene an e3traordinar4 1enera& Meeting@ provided that the
re0uisition must state the objects of the meeting and must be signed b4 the re0uisitionists
and deposited at the office.
4#! NOTICE OF GENERAL MEETINGS
>ent4 one .21/ da4sB notice at &east .e3c&usive of the da4 on >hich the notice is served or
deemed to be served and of the da4 for >hich it is given/@ specif4ing the p&ace@ the da4 and the
hour meeting of the organization sha&&@ not>ithstanding that it is ca&&ed b4 shorter notice than that
specified in the constitution@ be deemed to have been du&4 ca&&ed if it is so agreed b4 a&& the
members entit&ed to attend and vote provided a&so that the accidenta& omission to give notice to or
the non-receipt of notice of a meeting b4 an4 person entit&ed to receive such notice sha&& not
inva&idate the proceedings of that meeting.
4#. PROCEEDINGS AT GENERAL MEETINGS

1. #&& Business sha&& be deemed specia& that is transacted at a e3traordinar4 genera& meeting
and a&so a&& that is transacted at an Ordinar4 1enera& meeting >ith the e3ception of the
consideration of the accounts and ba&ance sheets@ the reports of the Board and #uditors@ the
e&ections of the board@ appointment of auditors@ and the fi3ing of the remuneration of the
#uditors. provided that no business sha&& be transacted at an4 genera& meeting un&ess a
0uorum of members is present at the time >hen the meeting proceeds to business members
present in person or b4 pro34 sha&& continue constitute a 0uorum.
2. 7f >ithin ha&f an hour from the time appointed for the meeting a 0uorum is not present@ the
meeting if convened upon the re0uisition of members sha&& be disso&ved@ and in an4 other
case it sha&& stand adjourned to the same da4 in the ne3t >ee9 at the same time and p&ace
and if at such adjourned meeting@ a 0uorum is not present >ithin ha&f an hour from the time
appointed for the meeting@ the meeting sha&& then be disso&ved.
3. he -hairman@ or in his absence the 5ice-chairman of the Board@ if present sha&& preside at
ever4 1enera& Meeting. 7f there is no such -hairman or 5ice -hairman@ or if at an4 meeting
neither is present >ithin 1$ minutes after the time appointed for ho&ding the meeting@ the
members present sha&& designate one of their members to be -hairman of the meeting.
!. he chairman of an4 meeting at >hich a 0uorum is present ma4@ >ith the consent of the
meeting adjourn the meeting from time to time and from p&ace to p&ace but no business sha&&
be transacted at an4 adjourned meeting other than the business &eft unfinished. 8hen such
adjournment e3tends to more than 36 da4s since the origina& schedu&e date of the meeting@
notice of the adjourned meeting sha&& be given as in the case of an origina& meeting.
4#6 VOTING AT GENERAL MEETINGS
1. 2ver4 member sha&& have one vote@ provided that >hen an4 matter affecting a member
persona&&4 comes before the meeting@ a&though he ma4 be present at it@ he sha&& not be
entit&ed to vote on the 0uestion and -hairman ma4 re0uire him to >ithdra> during the
discussion@ and he sha&& in the case >ithdra> according&4.
2. On a po&&@ votes ma4 be given persona&&4 or b4 pro34@ provided that the instrument
appointing a pro34 sha&& be in >riting under the hand of the appointor or of his attorne4
du&4 authorised in >riting@ or@ if the appointor is a corporation either under sea&@ or under
the hand of an officer or attorne4 du&4 authorized@ a pro34 need not be a member of the
organization provided that no person sha&& be entit&ed to be appointed a pro34 more than
t>o absent members.
3. he instrument appointing a pro34 and the po>er of the attorne4 or other authorit4@ if an4@
or a notaria&&4 certified cop4 of that po>er or authorit4 sha&& be deposited at the officer or
at such other p&ace convening the meeting@ not &ess than !( hours before the time for
ho&ding the meeting or adjourned meeting at >hich the person named in the instrument
proposes to vote or@ in the case of a po&&@ not &ess than 2! hours before the time appointed
for ta9ing the po&&@ and in defau&t the instrument of the pro34 sha&& not be treated as va&id
after the e3piration of t>e&ve months from the date of its e3ecution.
!. !. #t an4 1enera& Meeting a reso&ution put to the vote of the meeting sha&& be decided b4 a
sho> of hands un&ess a po&& is .before or on the dec&aration of the resu&t of the sho> of
hands/ demanded b4 at &east t>o members. =n&ess a po&& is so demanded a dec&aration b4
the chairman that a reso&ution has@ on a sho> of hands@ been carried@ sha&& be conc&usive
evidence of the fact >ithout proof of the number or proportion of the vote recorded in
favour of or against such a reso&ution. # demand or a po&& ma4 be >ithdra>n.
$. # po&& demanded on the e&ection of a -hairman@ or on the 0uestion of adjournment@ sha&&
be ta9en forth>ith. # po&& demanded on an4 0uestions sha&& be ta9en at such time as the
-hairman of the meeting directs and an4 business other than upon >hich a po&& has been
demanded ma4 be proceeded
>ith pending the ta9ing of the po&&.
%. 7n case of an e0ua&it4 of votes@ >hether on a sho> of hands or on a po&&@ the -hairman of
the meeting at >hich the sho> of hands ta9es p&ace@ or at
>hich a po&& is demanded@ sha&& be entit&ed to a second or casting vote.
4.10 CORPORATIONS OR ASSOCIATIONS ACTING B" REPRESENTATIVES AT
MEETINGS
#n4 corporation or association >hich is a member ma4@ b4 reso&ution of its directors or other
governing bod4 or b4 notification in >riting under the hand of some officer of such
corporation as ma4 be du&4 authorized on that beha&f@ authorize such person as it thin9s fit to
act as its representative at an4 meeting of the Organization@ and the persons so authorized
sha&& be entit&ed to e3ercise the same po>er on beha&f of the corporation or association >hich
the represents as that corporation or association cou&d e3ercise if it >ere an individua&
member of the Organization.
5.0 FUNDS AND RESOURCES UTILIZATION
5.1 APPLICATION OF FUNDS AND ASSETS
he funds and assets of the Organization sha&& be app&ied so&e&4 to>ards the promotion of the
objects of the Organization as set forth in this constitutionA and no portion thereof sha&& be
paid or transferred direct&4@ or indirect&4 b4 >a4 of dividend@ gift bonus or other>ise b4 >a4
of profit to the members of the Organization provided that nothing herein sha&& prevent@ good
faith@ of reasonab&e and proper remuneration to an4 officer or servant of the Organization or
an4 member or the Organization@ in return for an4 services actua&&4 rendered to the
Organization@ or prevent the pa4ment of interest at a rate not e3ceeding current ban9 rates on
mone4 &ent or reasonab&e and proper rent for premises demised or &et b4 an4 member to the
Organization.
,rovided a&so that no non-e3ecutive member of the Board of the Organization sha&& be
appointed to an4 sa&aried office of the organization or an4 office of the Organization paid b4
fees@ and that no remuneration or other benefit in mone4 or mone4Bs >orth
sha&& be given b4 the Organization to an4 such Board member e3cept repa4ment of out-of-
poc9et e3penses and interest at the rate aforesaid on mone4 &ent or reasonab&e and proper rent
for premises demised or &et to the Organization.
5.2 DISCLOSURE OF INTEREST IN CONTRACTS
# member of the board >ho is in an4>a4@ >hether direct&4 or indirect&4@ interested in a
contract or proposed contract >ith the organization sha&& disc&ose the nature of his interest at a
meeting of the Board at >hich the 0uestion of entering into the contract is ta9en into
consideration. # member of the board sha&& not vote in respect of an4 contract or arrangement
in >hich he is interested and if he sha&& do so his vote sha&& not be counted.
5.3# DISPOSAL OF RESIDUAL ASSETS ON @INDING UP OR DISSOLUTION
7f upon the >inding up or disso&ution of the Organization there remains after the satisfaction
of a&& its debts and &iabi&ities@ an4 propert4 >hatsoever@ the same sha&& not be paid to or
distributed amongst the members to the Organization but sha&& be given or transferred to some
other institution or institutions having objects simi&ar to the objects of the Organization@ and
>hich sha&& prohibit the distribution of its or their income and propert4 amongst its or their
members to an e3tent at &east as is imposed on the organizations.
,rovided that such institution or institutions is or are to be determined b4 the members of the
Organization at or before of disso&ution@ and in defau&t thereof@ b4 a judge of the <igh -ourt
of Cen4a@ and if so far as effect cannot be given to the aforesaid provisions@ then to some
other charitab&e objects.
5.4 INDEMNIT" OF BOARD MEMBERS
2ver4 member and other officers or servant of the Organization sha&& be indemnified against
.and it sha&& be the dut4 of the Board@ out of the funds of the Organization@ to pa4/ a&& cost@
&osses and e3penses >hich such person ma4 incur or become &iab&e for b4 reason of an4
contract entered into@ or act or thing done b4 him in good faith in the capacit4 aforesaid@ in
an4 >a4 in the discharge of his duties@ inc&uding trave&ing e3penses@ and the Board ma4 give
to an4 officer or emp&o4ee of the Organization >ho has incurred or ma4 be about to incur an4
&iabi&it4 at the re0uest or for the benefit of the board@ such securit4 b4 >a4 of indemnit4 as it
ma4 thin9 proper.
5.5 MEMBERSA CONTRIBUTION TO ASSETS ON @INDING UP
2ver4 member of the Organization underta9es to contribute to the assets of the Organization
in the event of its being disso&ved or >ound up >hi&e he is a member@ or >ithin one 4ear of his
ceasing to a member@ for pa4ment of the debts and &iabi&ities of the Organization contracted
before he ceases to be a member@ and the cost@ charges and e3penses of disso&ution or >inding
up and for the adjustment of the rights of the contributories amongst themse&ves@ such sum as
ma4 be re0uired not e3ceeding the sum of shi&&ings one hundred .Cshs. 166E-/.

5. ACCOUNTS
1. 7t sha&& be the >or9 of the reasurer to cause the accounts to be 9ept and in particu&ar as
regardsA
a. he sums of mone4 received and e3pended b4 the Organization and the matters in
respect of >hich such receipts and e3penditures ta9es p&aceA
b. he assets and &iabi&ities of the Organization
2. he boo9s of accounts sha&& be 9ept at the office or at such other p&aces as the Board
thin9s fit@ and sha&& a&>a4s be open to the inspection of the member of the Board during
business hours.
3. #t the #nnua& 1enera& Meeting in ever4 4ear@ the Board sha&& &a4 before the members
present a proper income and e3penditure account for the period since the &ast preceding
account made up to a date more than nine .*/ months before such meeting.
!. # proper Ba&ance sheet as at the date on >hich the income-e3penditure account is made
up sha&& be prepared ever4 4ear@ and &aid before the members present at the #nnua&
1enera& Meeting. 2ver4 such ba&ance sheet sha&& be accompanied b4 proper reports of the
Board and the #uditors.
$. -opies of the income and e3penditure account@ ba&ance sheet and reports@ a&& of >hich
sha&& be framed in accordance >ith an4 statutor4 re0uirements for the time being in force@
and of an4 other documents re0uired b4 &a> to anne3ed or attached thereto or to
accompan4 the same sha&&@ not &ess than t>ent4 one .21/ c&ear da4s before the date of the
#nnua& 1enera& Meeting be sent to the #uditors and to a&& other persons entit&ed to receive
notices@ of such
meetings in the prescribed manner.
5.! AUDITORS
1. he Organization sha&& at each #nnua& 1enera& Meeting appoint an #uditor or #uditors to
ho&d office unti& the ne3t #nnua& 1enera& Meeting@ ,rovided that a member of the Board
or other officer of the Organization sha&& not 0ua&if4 to be appointed #uditor of the
Organization.
2. he Board ma4 fi&& an4 casua& vacanc4 in the office of the #uditor@ but >hi&e an4 such
vacanc4 continues@ the surviving or continuing #uditor or #uditors@ if an4@ ma4 act.
3. he remuneration of the #uditors of the Organization sha&& be fi3ed a the #nnua& 1enera&
Meeting@ e3cept that the remuneration of an4 auditors
appointed to fi&& an4 casua& vacanc4 ma4 be fi3ed b4 the Board.
!. 2ver4 #uditors of the Organization sha&& have a right to see a&& re&evant vouchers and sha&&
be entit&ed to access at a&& times to the boo9s and accounts he re0uires from the Board
$. he #uditors sha&& ma9e a report to the members of the accounts e3amined b4 them and
on ever4 ba&ance sheet &aid before the Organization at its #nnua& 1enera& Meeting during
their tenure of office@ and the report sha&& state?
i./ 8hether or not the4 have obtained a&& the information and e3p&anations the4 have
re0uiredA and
ii./ 8hether@ in their opinion@ the ba&ance sheet referred to in the report is proper&4
dra>n up so as to e3hibit a true and correct vie> of the state
of the organizationBs affairs.
5.. ARBITRATION CLAUSE
Save >here b4 this -onstitution the decision of the Board is made fina& if at an4 time hereafter
an4 dispute difference or 0uestion sha&& arise bet>een the "ounders@ Members@ rustees .if
an4/ or other persons or their persona& representatives or an4 of them respective&4 touching
the construction meaning or effect of this -onstitution or an4 cause or thing therein contained
or the rights or &iabi&ities of the said parties respective&4 or an4 of them under this -onstitution
or other>ise ho>soever in re&ation to the -onstitution then ever4 such dispute or 0uestion
sha&& be referred to arbitration b4 a sing&e arbitrator appointed b4 agreement bet>een the
parties and in defau&t of such agreement b4 the -hairman for the time being of the -hartered
7nstitute of #rbitrators .Cen4a Branch/ in accordance >ith and subject to the provisions of the
#rbitration #ct .-hapter !*/ of the :a>s of Cen4a or an4 statutor4 modification or re-
enactment thereof for the time being in force.
5.6 INSPECTION OF BOOBS OF ACCOUNTS AND LIST OF MEMBERS OF THE
ORGANIZATION
he boo9s of accounts and a&& documents re&ating thereto and a &ist of members of the
Organisation sha&& be avai&ab&e for inspection at the office b4 an4 member of the Organization
on giving not &ess than seven .'/ da4s notice in >riting to the Organization@ provided that the
boo9s of account and a&& documents re&ating there to and &ist of members sha&& a&>a4s be open
for inspection b4 members of the Board during business hours.
5.10 FINANCIAL"EAR
he financia& 4ear of the Organization sha&& begin on the first da4 of September and end on
the &ast da4 of #ugust of ever4 4ear or at such other time as the Board ma4 from time to time
determine.
.0 AMENDMENTS TO THE CONSTITUTION
.1 AMENDMENTS
Subject to the provisions of +egu&ation 21 .1/ of the N1O +egu&ations@ the Organization ma4
b4 specia& reso&ution pass modif4 or repea& this constitution or adopt a ne> constitution or
change the name of the Organization@ provided that no such a&teration@ amendment or
modification sha&& be made >hich sha&& impair or prejudice the effectiveness of the
prohibitions contained in this constitution against distribution of income@ propert4 and assets
of the Organization to the members.
!.0 DISSOLUTION AND DISPOSAL OF PROPERT"
!.1 DISSOLUTION
he Organization sha&& not be disso&ved or >ound up e3cept b4 a reso&ution passed at a
1enera& Meeting of the members b4 votes of t>o-thirds of the members present.. he 0uorum
at the meeting sha&& be fift4 per cent of a&& members of the Organization. 7f no 0uorum is
obtained@ the proposa& to disso&ve or >ind up the Organization sha&& be submitted to a further
1enera& Meeting >hich sha&& be he&d one month &ater. Notice of this meeting sha&& be given to
a&& members of the Organization at &east 1! da4s before the date of the meeting. he 0uorum
for this second meeting sha&& be the number of members present.
!.2 he Organization >i&& not be disso&ved >ithout prior consent in >riting to the Non-
government Organizations -o-ordination Board@ obtained upon a >ritten app&ication
addressed to the 23ecutive )irector of the Non-1overnmenta& Organizations -oordination
Board and signed b4 three of the officia&s of the organization.
!.3 =pon disso&ution of the organization@ its remaining assets sha&& be distributed to another
organization.s/ >ith simi&ar objectives.
)ated this 2%
th
Fu&4 da4 of 2616 in S7risia@ Bungoma@ Cen4a.
Signed b4?
Chairperson
Fo4ce C. Muema Signature? GGGGGGGGGGGGGGGGGGGGGGGGG
Secretary
Ber4& #. Marere Signature? GGGGGGGGGGGGGGGGGGGGGGGGG
Treasurer
Steve 8a&anda Signature? GGGGGGGGGGGGGGGGGGGGGGGGG