The Constitution of Arms To Lean On (ATLO)
Embu, KENYA
TEL: +254 (0) 728599526
EMAIL: atlo.msmembu@gmail.com
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CHAPTER ONE
This chapter comprises of the Vision, Mission, Objectives and the Core values of the organization for the benefit of
all its members
Article I; VISION
Section I;
Our vision is a world where Sexual Minorities are meaningfully involved and engaged in
making decisions on all matters that affect their lives including their bodies, health, and
education, economic and political participation
Article II; MISSION
Section I:
Our mission is to develop Sexual minority identifying individuals Agency to make
independent life decisions through promoting extensive civic education, human and
health rights, economic empowerment and strategic partnerships and collaborations.
Article III; OBJECTIVES
Section;
I.
II.
III.
IV.
To enable the participation, engagement and inclusion of the vulnerable and
marginalized members in our society.
To address issues of stigmatization and marginalization among those infected or
affected by HIV/AIDS as we foster health reproduction among the community
members.
To meet the needs of the vulnerable and most marginalized through effective
community based service-delivery and social protection mechanisms
To curb extreme poverty more the youth and women.
Article IV; CORE VALUES
Section
I.
II.
III.
IV.
V.
Transparency and accountability
Equality
Confidentiality
Integrity
Justice
Article V ; POWERS OF THE CBO
Section
I.
II.
III.
The organization can raise and conduct appeals for money and accept subscriptions and
donation to promote its aims and objectives
The organization can purchase, take on lease, hire or otherwise acquire any real or personal
property and can maintain and alter or modify any building structure under the CBO’s
management for purpose of the organization use.
The organization, if need be can employ full and or part time staff to fulfill the aims and
objectives of the organization.
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IV.
The organization can hold meetings, academic crusades, classes, training, lectures, seminars
and workshop exhibitions.
V.
The organization can join, lease with, establish or assist other organizations having
similar aims and objectives.
VI.
The organization can publish books, reports, newspapers, leaflets and other documents
of the organization.
VII.
The organization can hold bank accounts and in the name of the organization and make
such payments as are necessary.
VIII.
The organization can do all such other lawful things as are necessary and may be
incidental to the furtherance of the organization’s objectives
Article VI; SOURCES OF ORGANISATION FUNDS.
Section;
I.
II.
III.
IV.
V.
VI.
VII.
The following shall be the sources of the organization’s fund
registration fee
Members contribution
Any surplus resulting from the Organization operations
Donations/grants.
Loans from financial institutions.
All Organization funds shall be kept in the Organization’s bank accounts
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CHAPTER TWO
Article I ; AUTHORITY AND OWNERSHIP
Section; ELIGIBILITY FOR MEMBERSHIP
Membership shall, subjected to this clause and the discretion of the General Assembly, be
open to all gender and sexual minorities in Kenya.
The eligible age will be the age of the majority.
Article ii ; APPLICATION FOR MEMBERSHIP
SECTION;
i.
An application for membership shall be made in a prescribed manner to
the Board.The supporting members must be from the region of the
applicant.
Be supported by at least two existing members of ATLO, and where
possible one of
The board may, by majority vote, approve or decline an application for
membership.
The decision of the board in this regard may be overridden by the
General Assembly,
The board may not approve as a member any who has previously been a
member and whose membership has been terminated unless the General
0Assembly by majority vote determines otherwise.
Upon approval by the Board the member shall then pay the nonrefundable membership fee agreed upon.
ii.
iii.
iv.
v.
vi.
Article iii ;OBLIGATIONS
SECTION ;
i.
ii.
iii.
iv.
v.
Members shall share ATLO’s vision mission and objectives as provided
in the constitution.
Upon admission Members shall declare and agree to the code of
conduct, rules and by-laws of ATLO and pay the prescribed registration
fee.
Members of ATLO shall meet all requests made by ATLO pertaining to
its objectives and functions.
Members shall at least attend once a year general assembly and
contribute to the deliberation of all matters pertaining to ATLO.
A member of ATLO must attend at least one general meeting per year.
Section ii ; RIGHTS
Sub section;
i. Members shall have the right to participate in deliberations and
functions of ATLO.
ii. A member has the right to question on all deliberation pertaining to
ATLO.
iii. Executive Members shall have access to all ATLO records.
iv. Members shall have access to all matters, shall be on the basis of ONE
MEMBER, ONE VOTE.
v. An Executive member has the right to an elective position upon
completion of one year of membership.
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vi. Up on registration a member is entitled to all benefits.
VII In all its dealings, ATLO shall give first priorities to its members
Article I ;RESIGNATION AND SUSPENSION OR EXPULSION OF MEMBERS;
Section I; RESIGNATION OR CESSATION OF MEMBERSHIP
a. Any individual who wishes to resign from membership of
ATLO may do so by means of a notice to the Board giving a
thirty (30) working days’ notice.
b. The board of ATLO shall have powers to expel from
membership any member whose conduct of which the board
considers bringing ATLO into disrepute.
Section ii. SAFEGUARD AGAINST DISMISSAL
i.
ii.
Any individual against whom charges of bringing ATLo into
disrepute are laid shall be given a thirty (30) working days’
notice of the Board meeting at which the case will be heard.
The member is entitled to attend the meeting. .Any individual
expelled may appeal before the General assembly of ATLO.
The decision of the General Assembly will be final and binding.
Article v .REGISTER OF MEMBERS
The board shall keep and maintain an updated register of members in which shall be entered
full name fees paid, address for correspondence , date of entry of each member and any other
details that may be necessary and the register shall be updated before every meeting of the
general assembly.
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CHAPTER THREE
Article I ; ORGANISATION AND ADMINISTRATION OF ATLO
Section I ; The General Assembly
i. The General Assembly shall consist of all Board Members and Executive
members of ATLO.
ii. Composition
iii.
Article ii .ANNUAL GENERAL MEETING (AGM)
a)
This meeting shall be convened annually
i. Section i.
Function
b)
iv.
v.
vi.
vii.
This meeting shall be held on such a date as the board
determines; and which theboard shall communicate to the
members at least one month before the date for this meeting.
The ordinary business of this meeting shall be;
a)
Part;
b)
To confirm the minutes of the previous ‘meeting’ and any other
meetings held since that meeting.
c)
To receive from the board reports of the state of ATLO i
including financial transactions of the preceding one (1) year.
The board shall also present audited accounts after every
financial year, including the account of their term.
d)
Review of the performance of the board for the preceding 2
year. Where a vote of no confidence is passed fresh elections
will be held within 21 calendar days by following the rules of
elections as specified in this constitution.
e)
A member desiring to bring any special business before this
meeting may give notice of that business in writing to the board,
which shall include that business in the notice calling the next
‘meeting’, after the receipt of the notice.
Approving, adopting and amending the constitution of the organization and
thereafter ensuring that these are respected and followed. V.
Ensuring
the fulfillment of the objective of ATLO.
Electing suspending and or dissolving the board.
Electing the Board Members and leaving them to choose the positions.
VIII.
Ratifying or overriding the Board’s decision.
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Section ii ; The Board
There shall be a board, which shall comprise at least 5 and not more than 12
registered members, with representation of all the gender and sexual minorities. The
board may recruit advisors to join the Board as per the need arises.
Sub -section I ;FUNCTIONS AND POWERS
The board shall have the following functions and powers:
Part;
a) Develop strategy and policy for ATLO
b) Offer strategic advice to ATLO management
c) Recruit Top management.
d) Build and promote strategic alliances and network with ATLO
stakeholders
e) Facilitate fundraising opportunities
f) The board will make rules and by laws that govern the organization
g) Provide financial and procurement oversight.
h) Be the formal voice of the organization
i) Overseeing the day to day running of ATLO.
j) Report to them on the status of/and projections for the organization.
k) To implement policies and decisions of the General Assembly
l) To be responsible for ATLO’s public relations.
m) To appoint members of any committee that shall carry out the functions
of ATLO
n) To report Annual report and Audited statements of Accounts of ATLo to
the General Assembly.
o) Perform any other duties that may be assigned to it by the AGM.
Sub -section ii ;DISQUALIFICATION FROM THE BOARD
Part;
a) A member of the Board shall be removed from office 75% of the members of the
Board so resolve for any of the following reasons:
i.
If member becomes unwillingly or unable to perform that
member’s office.
ii. If a member conducts him or herself in a manner not befitting
that member’s office.
i. If the member acts in a manner inconsistent with the constitution, code of
conduct, rules and by-laws of ATLo.
iii.
Sub -section iii ; Meetings
Part ;
a) The board shall meet quarterly and from time to time as dictated by circumstances at
such times and places as it shall resolve.
b) Any member of the Board may call for an emergency or extraordinary meeting of the
Board as long as there is a quorum and notice to members of the board.
c) The board shall in the first meeting elect the office bearers from amongst elected
members based on the credibility of each elected members.
d) There shall be a two months handing over procedure.
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Article iii ;OFFICE BEARERS
Section I ;CHAIRMAN
The chairman shall unless prevented by illness or other sufficient call and preside over all the
Board meetings and all general assembly
He/ She will prosecute documents binding the organization e.g. contracts.
Section ii ;VICE CHAIRMAN
He / She shall perform all duties of the chair in his /her absence and performs other duties as
delegated.
Section iii ;SECRETARY
The secretary shall deal with all correspondences of the organization under the general
supervision of the Board in case of urgent matters where the Board can not be consulted, he/
she shall consult the chairman or the vice chairman in case the former is absent.
The decision reached shall be subjected to rectifications or otherwise at the next meetings of
the organization and shall be responsible for keeping minutes of all meetings and
preservation of all records of the proceeding of the Board.
The Secretary shall prepare any report on progress of the organization at every meeting of the
board of the general meetings.
He /She shall be responsible for preparation of an annual report of the Organizations
activities and include in the chairman’s report.
The Top Official of the Management shall by default be the Secretary of the Organization.
Section iv ;TREASURER
The treasurer is responsible to the Board and members that the proper books of account of all
monies received or paid by the members are written up, preserved and available for
inspection.
Shall keep track of monies and disbursed under the direction of the board.
Sign all cheques for monies withdrawal.
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CHAPTER FOUR
Article I ;
FINANCES
Section I. ATLO shall cause proper books of accounts to be kept in respect to:Sub- section
i. All sums of money received and spend by ATLO and the matters in
respect of which receipt and expended take place.
ii. All incomes and expenditure of ATLO.
iii. The assets and liabilities of ATLO Kenya.
iv.
All documents and books of account shall be kept at the office of ATLo
and shall always be open to inspection by the ATLO Members.
v.
Any payment above thirty thousand must be made by cheque, unless
the need arise that amount bellow that paid by cheque or payee request
to be paid by cheque.
vi.
The financial year of ATLO runs from 1st October and ends on 31st
September
Article ii ;
FUNDS
Section
i.
ii.
iii.
iv.
ATLo shall be financed through membership fees, fundraising
activities, donations, grants, projects funding and other means
deemed appropriate by the Board.
The assets and income of ATLo shall be applied solely in
furtherance of its objectives and no portion shall be distributed
directly or indirectly to the members of ATLO except as
compensation for services rendered or expenses incurred on behalf
of ATLO.
The board shall open and operate such bank accounts at such banks
in the name of ATLO as may be decided upon by the Board from
time to time as the need arises.
No payment shall be made out of the bank account at such bank
account shall be signed by the treasurer, and at least two members of
the top management. Any of the above three shall withdraw up to a
maximum of Kshs. One hundred thousand shillings but all three
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v.
vi.
vii.
viii.
ix.
must sign and be present for withdrawal for amount exceeding
Kshs. One hundred thousand.
The top management member of ATLO shall be the custodian of all
the cheque books.
The treasurer must present audited accounts to the Annual General
Assembly Annual.
auditors nominated by the board, subject to annual endorsement by
the Annual General Assembly.
The Board The account of ATLO and all its organs shall be audited
annually by a firm of registered may in writing delegate the
profligate the procurement of certain goods and services to
management by standing delegation.
The funds of the ATLO shall be used only in accordance with the
objectives of ATLO and for purposes for which they were solicited.
CHAPTER FIVE
Article I ; IDEMNITY
Every member of the organization, Board, any Agent, Auditors and others officers for the
time being of the organization shall, subject to the constitution be indemnified out of the
assets of the organization against any liability BONA FIDE incurred by him/her in his/her
capacity as such member of the organization in defending any proceedings whether criminals
or civic in which judgment is given in his/ her favor or in which he/she is charged
CHAPTER SIX
Article I ; AMMENDMENTS TO CONSTITUTION
Section
i.
ii.
This constitution and the regulations and rules made under the
authority of this constitution shall be binding on members who shall
be deemed to have made them conversant with its provision.
Each member shall be given a copy of this constitution upon joining
ATLo and any subsequent amended version thereafter.
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iii.
iv.
v.
vi.
vii.
viii.
ix.
In the event of the dispute as to the meaning of any provision of this
constitution ad introduce a new constitution or suspend any or all of
the provisions of the constitution for a specific purpose or period of
time.
ATLO may amend any provision of this constitution or repeal this
constitution and introduce a new constitution or suspend any or all
the provisions of the constitution for a specific purpose or period of
time
This constitution shall not be altered except in accordance with the
rules as set out in the following section.
No resolution to amend any provision, suspend any or all provisions
of this constitution or to repeal this constitution and introduce a new
constitution shall be of force or effect unless the resolution has first
been approved by a majority of the total members of ATLo to which
not less than thirty days’ notice has been given together with an
explanation setting forth the terms of the proposed resolution.
A committee appointed by the Board shall draft the final proposed
amendment and present to the board.
The Board shall thereafter invite the members to vote for or against
the constitution.
Once an amendment has been passed the Board shall have not more
than 14 days to incorporate the amendment into the existing
constitution, after which the constitution shall be enforced.
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CHAPTER SEVEN
Article I ;DISPUTES AND MEDIATION
Any member can bring to the attention of the Board any suspected dispute.
Section;
1. The grievance procedure set out in this rule applies to disputes under these
Rules between:- A member and another; or
A member and board
Between Board members
2 The parties to the dispute must and meet and discuss the matter in dispute, and, if
possible, resolve the dispute within reasonable time after the dispute comes to the
attention of all the parties.
3.If all the parties are unable to resolve the dispute at the meeting, or if a party fail to
attend that meeting, then the parties must, within reasonable time, hold a meeting in
the presence of a mediator.
Section
4.The mediator must be:
A person chosen by agreement the parties; or
In the absence of agreement:
In the case of a dispute between a member and another member, a person appointed or
employed by a local Arbitration institute.
5.A member of ATLo can be a mediator
6.The mediators cannot be member who is a party to the dispute.
7.The parties to the dispute must, in good faith, attempts to be dispute by mediation.
8 The mediator, in conducting the mediation, must:
Give the parties to the mediation process every opportunity to be heard; and
Allow due consideration by all parties of any written statement submitted by any party; and
Ensure that natural justice is accorded to the parties to the dispute throughout the mediation
process.
9.The mediator must remain impartial.
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10. If the mediation process does not result in the dispute being resolved, the parties
may seek to resolve the dispute in accordance with the laws of Kenya.
CHAPTER EIGHT
Article I . NOTICES AND COMMUNICATION
Section
i.
ii.
iii.
Communication may be served or on behalf of the Board to any member
either personally or by sending it via electronic-email to the members by
means of contacts shown in the register of Members.
Where a document is sent via electronic mail, unless the contrary is
proved, it will be deemed to have been received by the person two days
after the time at which it was sent.
Communications between the Board members will be dictated by the
circumstances.
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CHAPTER NINE
Article I ;CUSTODY OF RECORDS
Section I ; SEAL
Sub-sections.
i. The common seal of ATLO shall be securely kept under the custody of the
chairperson and shall remain accessible to the Board
ii. The seal shall not be affixed to any instrument except by the authority of the
Board and affixing of the common seal shall be attested by the signatures of
two members of the Board.
iii. Except as otherwise provided in this constitution all books, documents and
securities of the ATLo shall be kept at the ATLo offices or otherwise as
advised by the Board.
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CHAPTER TEN
Article I ;OFFICIAL LANGUAGE.
The official language of ATLo shall be English and Kiswahili but other language shall be
accompanied as the need arises.
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CHAPTER ELEVEN
Article I ; WINDING UP OR CANCELLATION
ATLO can be dissolved at a general assembly by a resolution passed by all members of
updated register of ATLO present at the meeting provided that:
Section ;
i.
ii.
iii.
iv.
A signed and stamped copy of this constitution must be kept in the office
Formal notice of the motion recommending dissolution is sent with the notice
of the meeting.
Such a motion should be signed by all members of updated ATLO register.
In the event that the motion is passed, all assets of the organization remaining
after the settlement of the debts and liabilities shall with the consent of the
Board, be transferred to other charitable organization having similar
objectives or handed to calendar months after dissolution
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SIGNED ____________________
NAME ______________________
DESIGNATION_______________
DATE______________________
SIGNED
NAME
DESIGNATION
DATE__________________
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