KENYA ECTS PROVIDERS ASSOCIATION (KEPA)
/ ECTS PROVIDERS ASSOCIATION OF KENYA
(EPAK)
1.
NAME
The name of the Association shall be
KENYA ECTS PROVIDERS ASSOCIATION (KEPA)
/
ECTS PROVIDERS ASSOCIATION OF KENYA
(EPAK)
(“the Association”)
2.
ADDRESS
The address shall, from time to time, be
determined by the Committee of the
Association.
3. OBJECTS
(a) To promote and protect the general interests
of the vendors of Electronic Container Tracking
Systems (“the Vendors”).
(b) To facilitate the collective effort of establishing
and maintaining industry accepted standards
in the management and utilization of
Electronic Container Tracking Systems.
(c) To liaise with regulatory bodies in achieving
accepted levels of service for vendors of
Electronic Container Systems.
(d) To encourage social activities among the
Vendors.
(e) The Association is non-political.
4. MEMBERSHIP
(a) All persons whether natural or artificial
persons and if artificial persons members or
employees of such artificial persons
authorized by the Kenya Revenue to deal in,
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utilize, manage or sell Electronic Container
Tracking Systems.
(b) Applications for membership of the
Association shall, subject to the approval of
the Committee, become a member on
payment of the entrance fee approved at a
General Meeting.
(c) Any applicant for membership of the
Association shall, subject to the approval of
the Committee, become a member on
payment of the entrance fee approved at a
General Meeting.
(d) Any member desiring to resign from the
Association shall submit his/her resignation to
the Secretary, which shall take effect from the
date of receipt by the Secretary of such notice.
The Committee may, however, at its discretion,
upon application reinstate such member on
payment of the total amount of subscription
and/or contribution outstanding from the date
of resignation.
(e) Any member may be expelled from
membership if the Committee so recommends
and if a general meeting of the Association
shall resolve by a two-thirds majority of the
members present that such a member should
be expelled on the grounds that his/her
conduct has adversely affected the reputation
or dignity of the Association, or that he/she
has contravened any of the provisions of the
Constitution of the Association.
The
Committee shall have power to suspend a
member from his/her membership until the
next general meeting of the Association.
Following such suspension a member whose
expulsion is proposed shall have the right to
address the General Meeting at which his/her
expulsion is to be considered.
(f)
Any person who resigns or is removed from
membership shall not be entitled to a refund
of his/her subscription or any part thereof or
any moneys contributed by him/her at any
time.
(g) Any member who falls into arrears with his/her
monthly subscription for more than six months
shall automatically cease to be a member of
the Association and his/her name shall be
struck off the register of members. The
Committee may, however, at its discretion,
reinstate such member on payment of the
total amount of subscription and/or
contribution outstanding.
5. SUBSCRIPTIONS
(a) Every member shall be required to pay a
monthly subscription to enable the
Association to run its affairs. The sum shall be
approved at a General Meeting. The date of
payment of the subscriptions shall be
determined by the Committee.
(b) The payment of a subscription shall confer
membership and each resident or associate
member shall be entitled to two (2) votes for
two members of his/her family and each
corporate member shall be entitled to one (1)
vote.
6. OFFICE BEARERS
(a) The office bearers of the Association shall
include:- Chair, Vice-Chair, Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer all of
whom shall be fully paid-up members of the
Association and shall be elected at each
Annual General Meeting to be held in each
year.
(b) All office bearers shall hold office from the
date of election until the succeeding annual
general meeting subject to the conditions
contained in sub-paragraphs (c ) and (d) of this
rule but shall be eligible for re-election.
(c) No person who has been convicted of a crime
involving fraud or dishonesty shall be eligible
for appointment or election as an office bearer
or Committee member.
(d) Any office bearer who ceases to be a member
of the Association shall automatically cease to
be an office bearer thereof.
(e) Office bearers may be removed from office in
the same way as is laid down for the expulsion
of members in rule 5(d) and vacancies thus
created shall be filled by persons elected at
the General Meeting resolving the expulsion.
7. DUTIES OF OFFICE BEARERS
(a) Chair – the Chair shall, unless prevented by
illness or other sufficient cause, preside over
all meetings of the committee and at all
General Meetings.
(b) Vice-Chair – the Vice-Chair shall perform any
duties of the Chair in his/her absence.
(c) Secretary – the Secretary shall deal with all
the correspondence of the Association under
the general supervision of the Committee. In
case of urgent matters where the Committee
cannot be consulted, he/she shall consult the
Chair or if he/she is not available the ViceChair. The decisions reached shall be subject
to rectification or otherwise at the next
committee meeting. He/she shall issue notice
convening all meetings of the Association and
shall be responsible for keeping minutes of all
such meetings and for the preservation of all
records of proceedings of the Association and
of the Committee. The term ‘Secretary’ and
‘Secretariat Manager’ shall have
(d) Assistant Secretary – in the absence of the
Secretary, the Assistant Secretary shall
perform all the duties of the Secretary and
such other duties as shall be assigned to
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him/her by the Secretary or Committee
whether the Secretary is present or not.
(e) Treasurer – the Treasurer shall receive and
shall also disburse, under the directions of the
Committee, all moneys belonging to the
Association and shall issue receipts for all
moneys received by him/her and preserve
vouchers for all moneys paid by him/her. The
Treasurer is responsible to the Committee and
to the members that proper books of account
of all moneys received and paid by the
Association are written up, preserved and
available for inspection at reasonable notice.
(f) Assistant Treasurer – the Assistant Treasurer
shall perform such duties as may be
specifically assigned to him/her by the
Treasurer or by the Committee and in the
absence of the Treasurer shall perform the
duties of the Treasurer.
8. THE COMMITTEE
(a) The Committee shall consist of all the office
bearers of the Association and additional
members may be co-opted for any special
purpose at the discretion of the Committee or
elected by the General Meeting upon a
resolution. The Committee shall consist of not
more than 12 members including the office
bearers.
(b) The committee shall meet at such times and
places as it shall resolve but shall meet not
less than once every month. The Chair or, in
his/her absence the Vice Chair, may call a
meeting of the Committee at any time on
matters of urgency.
(c) The Chair of each meeting shall have a second
or casting vote.
(d) The Secretary shall ensure that Minutes of
each meeting shall be made available to all
members via email not later than five working
days from the date of each meeting.
(e) Minutes of each meeting shall be submitted
for confirmation as the first business of the
subsequent meeting.
(f) Any vacancies for members of the Committee
caused by death or resignation shall be filled
by the Committee until the next annual
general meeting of the Association. Vacancies
caused
by
members
of
the
Committee removed from office will be dealt
with as shown in rule 6(e).
(g) In the absence of the Chair and Vice Chair the
Committee shall appoint one of its members
to act in their stead.
(h) Any additional member of the Committee
absenting themselves from 3 consecutive
meetings, of which notice has been given to
them, shall automatically vacate their office
and the Committee shall have power to fill the
vacancy. Additional members may, however,
apply to the Chair for leave of absence, which,
if granted, shall not render them liable to
vacate their office as above.
(i) No notice of business transacted at the
Committee meeting shall be forwarded to the
Press without the consent of the Committee
and prior notification of the members of the
Association.
9. DUTIES OF THE COMMITTEE
(a) The Committee shall be responsible for the
management of the Association and for that
purpose may give directions to the office
bearers as to the manner in which, within the
law, they shall perform their duties. The
Committee shall have power to appoint such
sub-committees as it may deem desirable to
make reports to the Committee upon which
such action shall be taken as seems to the
Committee desirable.
(b) All moneys disbursed on behalf of the
Association shall be authorized by the
Committee in its sole discretion subject only to
such general or specific directions as may
from time to time be given by the Association
in General Meeting.
(c) The quorum for meetings of the Committee
shall be not less than 50% of the members.
10. GENERAL MEETINGS
(a) There shall be two classes of general meetings
– Annual General Meetings (“AGM”) and
Special General Meetings (“SGM”).
(b) (i) The AGM shall be held not later than 31st
May in each year. Notice in writing of
such AGM, accompanied by the annual
statement of account and the agenda for
the meeting shall be sent to all members
not less than 21 days before the date of
the meeting.
(ii) The agenda for any AGM shall consist of the
following:

Confirmation of the minutes of the
previous AGM.

Consideration of audited accounts

Election of office bearers and the
committee members (and trustees
where necessary).

Appointment of auditors.

Such other matters as the
Committee may decide or as to
which notice shall have been given in
writing by a member or members to
the Secretary at least four weeks
before the date of the AGM.

Any other business with the approval
of the Chairman.
(iii) An SGM may be called for any specific
purpose by the Committee.
Notice in writing of such meeting shall be
sent to all members not less than 7 days
before the date thereof.
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(c) An SGM may also be requisitioned for a
specific purpose by order in writing to the
Secretary of not less than a third of the
members and such meetings shall be held
within 21 days of the date of the requisition.
The notice for such meeting shall be as shown
in (b) (iii) above and no matter shall be
discussed other than that stated in the
requisition.
(d) Quorum for general meetings shall be not less
than 50% of the registered members of the
Association. If within an hour of the time
appointed for the meeting a quorum is not
present, the meeting, if called upon the
requisition of members shall be dissolved but
in any other case the meeting shall stand
adjourned to the same day of the week at the
same time. At an adjourned meeting, such
members as are present shall form a quorum.
11. PROCEDURE AT MEETINGS
(a) At all meetings of the Association the Chair, or
in his/her absence, the Vice-Chair or in the
absence of both these officers, a member
selected by the meeting shall take the chair.
(b) The Chair may at his/her discretion limit the
number of persons permitted to speak in
favour of and against any motion and the time
taken by each speaker.
(c) Resolutions shall be decided by either simple
voting by a show of hands or by secret ballot
as the Committee may decide. In case of
equality of votes, the Chair shall have a second
or casting vote.
(d) Each member of the Association shall have
one vote at a General Meeting, voting by proxy
shall not be permitted.
(e) No business shall be transacted at a General
Meeting except that specified in the notice and
any further proposal, which has been sent to
the Secretary not less than 14 days before the
meeting. Notice of any further proposal shall
be issued to members before the meeting if
the Chair thinks it desirable to do so.
12. TRUSTEES
(a) All land, buildings and other immovable
property and all investments and securities
which shall be acquired by the Association
shall be vested in the names of not less than
five trustees who shall be members of the
Association and shall be appointed at an AGM
for a period of three years. On retirement such
trustees shall be eligible for re-election. A
General Meeting shall have the power to
remove any of the trustees and all vacancies
occurring by removal, resignation or death,
shall be filled at the same or next general
meeting.
(b) Persons appointed as trustees must be
persons of integrity and good standing and
shall not be office bearers or Committee
members.
(c) The trustees shall pay all income received
from property vested in the trustees to the
Treasurer. Any expenditure in respect of such
property, which in opinion of the trustees is
necessary or desirable, shall be reported by
the trustees to the Committee, which shall
authorize expenditure of such moneys as it
thinks fit.
13. EXTERNAL AUDITOR
(a) An external auditor shall be appointed for the
following year by the AGM.
All the
Association’s
accounts,
records
and
documents shall be opened to the inspection
of the auditor at any time. The Treasurer shall
produce an account of his/her receipts and
payments and statement of assets and
liabilities made up to date which shall not be
less than six weeks and not more than three
months before the date of the AGM. The
auditor shall examine such annual accounts
and statement and either clarify that they are
correct, duly vouched and in accordance with
the law or report to the Association in what
respect they are found to be incorrect,
unvouched or not in accordance with the law.
(b) A copy of the auditor’s report on the accounts
and statements together with such accounts
and statements shall be furnished to all
members at the same time as the notice
convening the AGM is sent out. An auditor may
be paid such honorarium for his/her duties as
may be resolved by the AGM appointing
him/her.
(c) No auditor shall be an office bearer or a
member
of
the
Committee of the Association.
14. FUNDS
(a) The funds of the Association may only be used
for such purposes as are authorized by the
Committee.
(b) All moneys and funds shall be received by and
paid to the Treasurer and shall be deposited
by him/her in the name of the Association in
any bank or banks approved by the
Committee.
(c) The signatories to the Association’s bank
account shall consist of the Treasurer, the
Chairman and a member appointed by the
Committee.
(d) The Assistant Treasurer shall be a signatory for
the sole purpose of signing on behalf of the
Treasurer in the absence of the Treasurer.
(e) The
appointed
member
and
the
Treasurer/Assistant
Treasurer
will
be
authorized to draw a maximum of
Kshs.20,000/- from the Association’s account
and any amount in excess will require the
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signatures of the appointed member, the
Treasurer/Assistant Treasurer and the
Chairman.
(f) No payments shall be made out of the bank
account without a resolution of the Committee
authorizing such payments. The authorizing
resolution shall be emailed to all association
members within twenty fours from the time of
the resolution.
(g) No moneys belonging to the Association shall
be distributed among members of the
Association.
(h) A sum not exceeding shs.5,000/- may be kept
by the Treasurer for petty disbursements of
which proper account shall be kept.
(i) The Committee shall have power to suspend
any office bearer who it has reasonable cause
to believe is not properly accounting for any of
the funds or property of the Association and
shall have power to appoint another person in
his/her place. Such suspension shall be
reported to a General Meeting to be convened
on a date not later that two months from the
date of such suspension and the General
Meeting shall have full power to decide what
further action should be taken in the matter.
(j) The financial year of the Association shall be
from 1st January to 31st December.
members by a vote of two-thirds of the
members present. The quorum at the meeting
shall be as shown in rule 11(d). If no quorum
is obtained, the proposal to dissolve the
Association 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 Association at
least 14 days before the date of the meeting.
The quorum for this second meeting shall be
the number of members present.
(b) Provided, however, that no dissolution shall be
effected without prior permission in writing of
the Registrar, obtained upon application to
him made in writing and signed by three of the
office bearers.
(c) When the dissolution of the Association has
been approved by the Registrar, no further
action shall be taken by the Committee or any
office bearer of the Association in connection
with the aims of the Association other than to
get in and liquidate for cash all the assets of
the Association. Subject to the payment of all
the debts of the Association, the balance
thereof shall be distributed in such other
manner as may be resolved by the meeting at
which the resolution for dissolution is passed.
8th September, 2016.
15. ALTERATION OF RULES
Alterations to the Rules of the Association
must be approved by at least a two-thirds
majority of members at a General Meeting of
the Association and can only be implemented
with the Registrar’s consent which will be
obtained upon an application signed by 3
officials of the Society.
16. DISSOLUTION
(a) The Association shall not be dissolved except
by a resolution passed at a General Meeting of