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, GVA Law Firm 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 GVA Law Firm 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. GVA Law Firm (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 GVA Law Firm 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