MIREMA TREE SELF HELP GROUP
P.O. BOX 8979 - 00200
NAIROBI
THE CONSTITUTION
MIREMA TREE SELF HELP GROUP
CONSTITUTION
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CONSTITUTION AND RULES
ARTICLE 1: (A) NAME & ADDRESS
1.1
The name of the Group shall be:
Mirema Tree Self Help Group of Post Office Box Number
8979 – 00200 CITY SQUARE NAIROBI, KENYA
Hereinafter called the ‘GROUP’
ARTICLE 1: (B) PREAMBLE
We Members of Mirema Tree Self Help Group United for common purposes goals and
inspirations,
Feel and consider the need to come together,
Aware of the fact that we need to develop more cohesive relationships amongst
ourselves and our families in matters of cultural, social, and economic development.
Whereas the Mirema Tree Self Help Group is committed to the promotion of welfare of
members and their families,
Hereby and unanimously adopt this constitution.
ARTICLE 2: DEFINITIONS.
2.1
“Committee” means a committee of the Group established pursuant to Article 8
of the Constitution.
2.2
“General meeting” means Annual General meeting of the Group
2.3
“Periodic Meetings” means Group’s meetings as established pursuant to article 10
of the constitution.
2.4
“Extra-Ordinary / Special General Meeting” means any other meeting other than
the Annual General Meeting and the Periodic meeting.
2.5
“Members” mean members
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of the
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Group
established pursuant to Article
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2.6
“Year” means a calendar except where the context otherwise provides.
2.7
“Office bearers” means the chairman, vice chairman, secretary, vice-secretary,
treasurer, vice treasurer of the Group and three committee members.
ARTICLE 3:
COMMENCEMENT: 10th APRIL 2003
ARTICLE 4[A]:
CITATION & SUPREMACY
This constitution may be cited as the constitution governing Mirema Tree Self Help
Group and any other regulation inconsistent with this constitution shall be null and
void to the extent of that inconsistency.
ARTICLE 4 (B): OBJECTIVES
4.1
To form viable companies to further our investments objectives here and there
after referred to as affiliate companies.
4.2
To establish and maintain good relations and exchange of viable ideas amongst
the Members of Mirema Tree Self Help Group and its affiliate companies.
4.3
To assist members with different backgrounds within the Group in the field of
their practice or otherwise to develop and improve their living conditions for the
benefit of the Group and themselves.
4.4
By a common study of practical problems to apply their professionalism in
helping to improve the quality of lives of members and their families.
4.5
To engage in any practical and viable Investments beneficial to the members
and the Group.
4.6
To promote all other objectives incidental and consequential to the above.
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ARTICLE 5: MEMBERSHIP
a) Bonafide members who signed the application form for registration
and:b) Any new member(s) subsequently admitted in accordance with this
Constitution and currently existing in the Group Members Register
upon;
c) Payment of non-refundable compulsory registration fee of Kshs.6000
2000.00 upon which a membership card shall be issued.
d) Payment of the registration fee., the new member shall pay the full
contribution plus goodwill of 30% of the higher of the full
contribution or the individual Net worth at the point of admission.
5.2
Every member shall pay a minimum Monthly share contribution of not less than
Ksh.1000. 3000.00. Group members can revise the minimum share contribution
from time to time if the same is ratified by Two-thirds majority in an annual
general meeting or at a special general meeting.
5.3
Any member desiring to resign from the Group shall submit his resignation to
the secretary, which shall take effect from the date of receipt by the secretary of
such notice.
5.4
(a). Suspension and Expulsion
Any member may be expelled from membership if the committee so recommends
and if in a periodic meeting of this Group shall resolve by two-thirds majority
confirms such a member contravened any of the provisions of the constitution of
the Group. The committee shall have power to suspend a member from
membership until the next Periodic meeting of the Group.
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(b). Following such suspension, a member whose expulsion is proposed shall
have the right to appeal during the next periodic meeting at which his expulsion
is to be considered.
5.5
Any member who resigns or removed from membership shall be entitled to a
refund of his rateable proportion of the net worth of the group less any expenses
incurred in the valuation of the groups assets and liabilities and any monies owing
to the group. In the event of death of a member, the named beneficiaries shall be
entitled to member’s net worth of the member, less any money owing to the group.
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In this case, the group shall bear the expenses of the valuation of group’s assets and
liabilities thereof.
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5.6 Any member who falls into arrears with his monthly Share Contribution for more
than three consecutive months shall automatically cease to be a member of the
group. and will be paid his dues within ninety (90) days. No dues will be refunded.
ARTICLE 6: OFFICE BEARERS
6.1 The Office bearers of the Group shall be:i.
ii.
iii.
iv.
v.
vi.
vii.
The Chairman.
The Vice Chairman.
The Secretary.
The Vice Secretary.
The Treasurer.
The Vice Treasurer.
OneThree committee members
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All of whom shall be bona fide member of the Group and shall be elected at the
annual general meeting to be held in each year.
6.2 All office bearers shall hold office from the date of election until the succeeding
annual general meeting but not for more than three consecutive years in the same
office and subject to the conditions contained in article 6.3 and 6.4 hereof. Such a
member shall be eligible for election in that same position after serving for one year
either as member or an official in a different capacity.
6.3
Any office bearer who ceases to be a member of the Group shall automatically
cease to be an office bearer thereof.
6.4 Office bearers may be removed from office in the same way as is laid down for the
expulsion of members in article 5.4 and vacancies thus created shall be filled by the
committee members elected at the general meeting.
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DUTIES OF OFFICE BEARERS
7.1
Chairman – the chairman shall, unless prevented by illness or other sufficient
cause; preside over all meetings of the committee, Periodic meetings, Annual
General Meetings and any extra ordinary or special meetings.
7.2
Vice-Chairman – the vice chairman shall perform any duties of the chairman in
his absence or as delegated by the chairman.
7.3
Secretary – the secretary shall deal with all the correspondence of the Group
Under the general supervision of the management committee. In cases of urgent
matters where the committee cannot be consulted, he shall consult the Chairman
or if he is not available, the Vice-Chairman. The decisions reached shall be
subjected to ratification or otherwise at the next management committee
meeting. He shall issue notices convening all meetings of the committee and all
other meetings of the Group and shall be responsible for keeping minutes of all
such meetings and for the preservation of all equipments and records of
proceedings of the Group and of the committee meetings.
7.4
Vice Secretary – in the absence of the Secretary, the vice-Secretary shall
Perform all the duties of the secretary and such other duties as shall be assigned to him
by the secretary or committee whether the Secretary is present or not.
7.4
Treasurer – the Treasurer shall receive and shall also disburse, under the directions
of the committee, all moneys belonging to the Group and shall issue receipts for all
moneys received by him, and preserve voucher for all monies paid by him. The
Treasurer is responsible to the committee and to the members that proper books of
account of all monies received and paid by the Group are written up, preserved and
available for inspection.
7.5
Vice Treasurer – the Vice Treasurer shall perform such duties as may be
specifically assigned to him by the Treasurer or by the committee and in absence
of the Treasurer shall perform all the duties of the Treasurer.
7.5
In the absence of the chairman or any other office bearer, the committee may
authorize one of the members to perform the duties of the absent member.
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ARTICLE 8:
THE COMMITTEES
8 (A)
THE MANAGEMENT COMMITTEE
i.
ii.
8. (B)
The committee shall consist of all the office bearers and onethree other
members elected at the General meeting in each year; such committee
members shall hold office until the following annual general meeting.
The committee shall meet at such times and places as it shall resolve.
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Any vacancies for members of the committee caused by death,
resignation or any other cause shall be filled by the committee until
the next General meeting of the Group. Vacancies caused by members
of the committee removed from office will be dealt with as shown in
article 6.4 hereof.
THE INVESTMENT COMMITTEE
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8. (C)
i.
The committee shall consist of the chairman and two members elected
at the General meeting in each year, plus the Group management
committee chairman and the group treasurer. The Investment
committee shall appoint a secretary from amongst themselves.
ii.
Upon election of the above committee the chairman of this group will
assume powers of the managing director of the group affiliate
companies and members of this investment committee will be referred
to as directors
iii.i.
Any vacancies for members of the committee caused by death,
resignation or any other cause shall be filled by the committee until
the next General meeting of the Group. Vacancies caused by members
of the committee removed from office will be dealt with as shown in
article 6.4 hereof.
THE AUDIT COMMITTEE
i.
The committee shall consist of the chairman and two members elected
the General Meeting each year.
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ii.
No internal auditor shall be a member of committees specified in
article 8(A) and 8(B) hereof or has vested interest in any of the
group’s investment transactions.
ARTICLE 9:
DUTIES OF THE COMMITTEE
9 (A)
9 (B)
DUTIES OF THE MANAGEMENT COMMITTEE
i.
The committee shall be responsible for the management of the Group 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.
ii.
The committee shall set the agendas for the periodic meetings.
iii.
All monies disbursed on behalf of the Group shall be authorized by the
committee.
iv.
The Quorum for meetings of the committee shall not be less than three
five (5) members.
DUTIES OF THE INVESTMENT COMMITTEE
The Investment committee will be responsible for identifying viable
investment opportunities and carrying out trading activities using the
investment vehicles established by the group. They will report on their
activities to the members in the periodic meeting and to the
management committee in such manner and intervals as the
management committee may determine. However this committee will
seek prior approval of the members before venturing into new business
ventures for member’s approval. The committee will also constantly
monitor the existing investment portfolio with a view of liquidating
unprofitable ventures for investment in areas likely to maximize the
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Group’s Return on Investments. At the beginning of each financial
year the committee will come up with its work plan & targets of which
it shall endeavor to meet/exceed.
Members of this committee will conduct their activities in utmost good
faith for the welfare of the group and shall put the Group’s interests
over self interests. Where any conflict obtains, the concerned
member(s) shall declare such interest(s) and abstain from
meetings/voting in instances where the matter in conflict is to be
deliberated upon. Where a member does not voluntarily observe such
abstinence, then the Chair of the meeting must order the concerned
member to comply. Any other member of this committee can be
selected by members of this committee to perform the duties of the
chairman in his absence or as delegated by the chairman.
At all material times the committee will carry out due diligence to
ensure that funds & properties of the group are not lost or threatened
and neither is the integrity and/or reputation of the Group
compromised in any way whatsoever. In keeping with this
requirement, the committee will ensure that records for all their
transactions are prudently recorded and preserved and that title
documents where applicable, are obtained following the due process
and handed over to the custodians of Group properties. The records of
the committee will be freely available to members’ for inspection.
Being the directors of the Group’s affiliate companies, the committee
members will ensure that their transactions are in tandem with the
provisions of the companies Act, Cap 486, Laws of Kenya, the
Memorandum and Articles of Association of the said companies and
any other Statutory and Industry requirements applicable there with.
9 (C)
DUTIES OF AUDIT COMMITTEE
The audit committee will support the Group’s management in the
effective discharge of their responsibilities. Using its knowledge and
professional judgment, it will conduct an independent review of the
Group’s financial transactions, operational procedures, and controls
and report on the accuracy and propriety of transactions, adequacy of
internal controls and the extent to which assets are accounted for and
safeguarded, and the level of compliance with the Group’s policies,
government laws and other relevant regulations. Additionally, it will
provide a report of its findings, recommendations, counsel, and
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Information concerning the activities reviewed.
ARTICLE 10:
MEETINGS
10 (A)
ANNUAL / SPECIAL GENERAL MEETINGS
i.
There shall be two classes of general meetings: the annual general
meeting and extra ordinary/ special general meeting.
ii.
The annual general meeting shall be held not later than 5th of April of
the following year. Notice in writing of such annual general meeting
accompanied by the annual statement of account (see article 12.2) and
the agenda for the meeting shall be sent to all members not less than 21
days before the date of the meeting and where practicable, by Press
advertisement not less than 14 days before the date of the meeting.
iii.
The agenda for any annual general meeting shall consist of the
following:
a) Confirmation of the minutes of the previous annual general meeting
b) Consideration of the accounts.
c) Election of office bearers and the committee members,
d) Appointment of auditors in accordance with article 12.1 hereof
e) 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 meeting,
f) Any other business with the approval of the Chairman of that
meeting.
iv.ii.
A special / extra ordinary general meeting 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 fourteen (14) days before the
date thereof and where practicable by Press advertisement not less
than seven (7) days before the date of such meeting.
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v.iii.
A special general meeting may also be requisitioned for a specific
purpose by order in writing to the secretary of not less than one third
(1/3) of the members and such meetings shall be held within 21 days of
the date of the requisition. The notice and the agendas for such
meeting shall be as shown in article 10 (a) iii hereof and no matter shall
be discussed other than that stated in the requisition.
vi.iv.
Quorum for general meetings shall be not less than 2/3 of the registered
members of the Group.
vii.v.
Any member is entitled to appoint another member as his proxy at the
Annual General Meeting or Extra-ordinary General Meeting. Such a
proxy shall be a bonafide member of the group and is up-to-date as far
as assets and liabilities of his net worth to the group are concerned. He
shall take care of all the interests of the appointing member and shall
vote for the member as if the member was present at the meeting.
viii.vi.
Any member who is absent from Annual General Meeting or Extraordinary General Meeting without a proxy representing him shall pay a
fine as stipulated in the by laws.
ix.vii.
The proxy form shall be designed and approved by the committee.
10 (B)
PERIODIC MEETINGS
i.
There shall be periodic meeting held at least bi-monthly monthly. Such
meetings can be called earlier or postponed by the management
committee where need arises and a notice should be given to members
within reasonable time.
ii.
Failure to attend a periodic meeting with or without apology will attract
a penalty as it will be specified in the group’s By-Laws or as directed by
the Management Committee as from time to time.
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ARTICLE 11:
PROCEDURE AT MEETINGS
11.1
At all meetings of the Group the Chairman, or in his absence, the Vice-Chairman as
delegated, or in the absence of both of these officers, a member selected by the meeting
shall take the chair.
11.2
The chairman may at his discretion limit the number of persons permitted to speak in
Favor of or against any motion.
11.3
Resolutions shall be decided by simple voting by a secret ballot or a show of hands. In
he case of equality of votes, the Chairman of the meeting shall have a second or
casting vote.
ARTICLE 12: AUDITOR.
12.1 An auditor shall be appointed for the following year by the annual general
meeting. All the Group accounts, records and documents shall be opened to the
inspection of the auditor at any time. The treasurer shall produce an account of
his receipts and payments and a statement of assets and liabilities made up to a
date, which shall not be less than six weeks and not more than three months
before the date of the annual general meeting. The auditor shall examine such
annual accounts and statements and either clarify that they are correct, duly
vouched and in accordance with the law or report to the Group in what respect
they are found to be incorrect, un vouched or not in accordance with the law.
12.2 A copy of the auditor’s report on the accounts and statements together with
12.2 Such accounts and statements shall be furnished to all members at the same time
as the notice convening the annual general meeting is sent out. An auditor may
be paid such honorarium for his duties as may be resolved by the annual general
meeting appointing him.
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ARTICLE 13: TRUSTEES
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13.1
The group shall have trustees for the purposes of:
a. Bank Account operations,
b. They shall be the registered holders of the groups asset or properties as
trustees of the group.
c. Members may approve any other transactions as from time to time.
d.
The membership of the trustees can be altered at the annual general
meeting
ARTICLE 14: FUNDS
14 A.
i.
SOURCES
The sources of the Group’s funds shall be the following among others;
a) Membership Registration fee.
b) Monthly Share contributions.
c) Penalties and fines.
d) Interest from Bank.
e) Donations/Grants.
f) Interest from loaned funds.Return on investments.
e)Any other legally acquired funds
14 (B)
GENERAL
i.
No payments shall be made out of the bank account without a resolution
of the Committee authorizing such payment and all cheques on such
bank account shall be signed by the Group Trustees.
ii.
The committee shall have power to suspend any office bearer or trustee
who it has reasonable cause to believe is not properly accounting for any
of the fund or property of the Group and shall have power to appoint
another person in his place. Such suspension shall be reported to an
Extra-ordinary general meeting to be convened on a date not later than
two months from the date of such suspension and the Extra-ordinary
general meeting shall have full power to decide what further action
should be taken in the matter.
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iii.
The financial year of the Group and its affiliate companies, shall be from
1stJanuary to 31st December of each year.
ARTICLE 15:
AMENDMENTS TO THIS CONSTITUTION
15.1
Amendments to the constitution of the Group must be approved by at least a
two-thirds majority of members at a general meeting of the Group. They
cannot, however, be implemented without the confirmation in writing to the
registrar signed by three of the office bearers, i.e. the Chairman, Secretary
and Treasurer.
ARTICLE 16:
DISSOLUTION
16.1
The Group shall not be dissolved except by a resolution passed at a General
meeting of members by a vote of two-thirds of the registered members. If no
quorum is obtained, the proposal to dissolve the Group 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 Group at last sixteen (16) days
before the date of the meeting. The quorum for this second meeting shall be
the number of members present.
16.2
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, namely the Chairman,
Secretary, and treasurer.
16.3
When the termination of the Group has been approved by the Registrar, no
further action shall be taken by the committee or any office bearer of the
Group in connection with the aims of the Group other than to get in and
liquidate all the assets of the Group, Subject to the debts of the Group, 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.
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ARTICLE 17:
INSPECTION OF ACCOUNTS AND LIST OF MEMBERS
17.1
The books of accounts and all documents relating thereto and a list of
members of the Group shall be available for inspection at the registered office of
the Group by any officer or member of the Group on giving not less than seven
days notice in writing to the Group.
CONFIRMED:
CHAIRMAN …………………………………………………………………. [
SECRETARY ………………………………………………………………… {
DATED at NAIROBI
20102011
on this
day
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