UNITED STATES INTERNATIONAL UNIVERSITY-AFRICA
ALUMNI ASSOCIATION
AMENDED
CONSTITUTION AND BY-LAWS
REVIEWED BY:
OCHIENG’, ONYANGO, KIBET & OHAGA
ADVOCATES
TH
5 FLOOR, ACK GARDEN HOUSE
P. O. BOX 43170 - 00100
NAIROBI
THE USIU-AFRICA CONSTITUTION
1.
NAME AND HEADQUARTERS
(a)
Name and Principal Address
The name of the society shall be USIU-AFRICA ALUMNI
ASSOCIATION (in this constitution referred to as “the Association”)
(b)
Principal Address
The Headquarters of the Association shall be in Nairobi, Kenya and such
other branches and chapters as may be opened from time to time.
2.
VISION
"To attain Greater Heights for Alumni, Alma Mater and the World."
3.
MISSION STATEMENT
"Networking Leaders through successful Communication and Mentorship
of the Alumni."
4.
OBJECTIVES
The objectives of the association will be:
(a)
To bring together graduates and former students of the UNITED STATES
INTERNATIONAL UNIVERSITY AFRICA (in this constitution referred
to as “the University”).
(b)
To encourage members of the Association to take an active interest in the
life and development of the University at local, national and international
levels.
(c)
To promote the University's welfare, image and academic standards.
(d)
To organize and participate in non-political, social and educational
activities for the Alumni and for the interest of University and community
at large.
(e)
To promote cooperation between the University, the private and public
sectors and industry in general.
2
5.
(f)
To promote the academic and professional excellence of the University
and its Alumni, especially encouraging their continued growth personally
and professionally and a spirit of fraternity among the Alumni.
(g)
To provide services and develop skills useable by a graduate of the
University or an Association member to further his or her career.
(h)
To form Branches and Chapters.
(i)
To raise funds to further the above Vision, Mission and Objectives.
(j)
To compile and maintain a history of the University.
MEMBERSHIP
There shall be three categories of members as follows:(i)
ORDINARY MEMBERSHIP
Any graduate of the University shall be automatically a member
without need for any further application, election or enrollment.
(ii)
ASSOCIATE MEMBERSHIP
This is open to any of the University’s faculty members interested
in joining the Association and any former student (other than a
graduate) of the University and any other campus of the
University.
(iii)
SPECIAL MEMBERSHIP
Any other person or persons (individual or corporate) residing in
Kenya who shall be over the age of eighteen (18) years and wishes
to be associated with the aspirations and activities of the
Association, may join upon a written submission to the Executive
Committee and approval by the Annual General Meeting.
(iv)
HONORARY MEMBERSHIP
The Executive Committee may at its discretion confer the status of
Honorary Membership on any individual or corporate person or
persons that it deems has made significant contribution to the
influence or progress of the Association.
3
6.
RIGHTS OF MEMBERS
(a) The rights of ordinary members include; voting at all general and special
meetings of the association, nomination and election of office bearers and
receiving all publications and notices to all general meetings held under
the auspices of the association.
(b) Only fully paid up members who have also paid the annual subscription
fees will be eligible to vote at an Annual General Meetings or to offer
themselves for election.
(c)Honorary members, Special Life Individual members and patrons shall not
be entitled to vote at the meetings of the Association.
(d) Associate members may attend but cannot vote at the Annual General
Meeting
(e) The bylaws may provide for other members, who shall enjoy all rights
and privileges of alumni and alumnae, except as this constitution or the
by-laws otherwise provide.
(f) Any member may resign. The member so desiring to resign from the
Association shall do so by giving the Secretary for the time being of the
Association thirty (30) clear days notice in writing of such intention which
resignation shall take effect upon expiration of the said notice.
(g) Expulsion - Any member may be expelled from membership if the
Executive Committee so recommends and if an Annual General Meeting
of the Association shall resolve by a two-thirds majority of the members
present and voting that such member should be expelled on the grounds
that his or her conduct has adversely affected the reputation or dignity of
the Association.
(h) Suspension - The Executive Committee shall have power to suspend a
member from his or her membership until the next Annual General
Meeting of the Association following such suspension but
notwithstanding such suspension a member whose expulsion is proposed
shall have the right to address the general meeting at which his or her
expulsion is to be considered.
7.
FEES
(a) Every member shall pay an annual subscription no later than 31st of each
calendar year according to the various categories of membership. The annual
subscription for each category of membership shall be determined by the
Association in the Annual General Meeting.
4
(b) A Special Member shall pay a Life Membership Fee to be determined by the
Association in the Annual General Meeting. A Special Member will not be
liable to pay annual subscription fees.
(c) Any person who resigns or is removed from membership shall not be entitled
to a refund of his or her subscription or any part thereof or any moneys
contributed by him or her at any time.
(d) Any member who falls into arrears with his or her monthly subscription for
more than six months after it is due shall automatically cease to be a member
of the Association and his or her name shall be struck of the register of
members. The Executive Committee may, however, at its discretion, reinstate
such a member on payment of the total amount of subscription that shall be
then outstanding.
8.
MANAGEMENT OF THE ASSOCIATION
(a)
The Executive Committee
The day to day functions of the Association shall be performed by the
Executive Committee which shall consist of the office bearers.
Save the USIU-A head of Alumni Affairs (and with the exception of the
immediate former chair of the Association), where applicable, all
Executive Committee members shall be fully paid up Ordinary members
of the Association and shall be elected at the Annual General Meeting of
the Association every two years and shall hold office for the following two
years subject to prior removal as provided hereinafter.
Duties of the Executive Committee
i.
ii.
iii.
iv.
v.
vi.
To act as the Executive body of the Association.
To have the overall responsibility of the administrative, legal and
financial activities of the Association.
To take measures as deemed desirable to enforce the decisions,
policies and programmes of the Associations.
To study and evaluate periodical financial reports produced by the
Treasurer or the Auditor and to take such actions as are deemed
necessary.
To appoint consultants, service providers and employees of the
Association, as it shall be deemed necessary.
To authorize the disbursement of all moneys on behalf of the
Association.
5
vii.
To make by-laws for the purpose of better advancing the objectives
of the Association.
(i) THE OFFICE BEARERS
These will be the following office bearers of the Association with the
following duties and privileges:
i.
The Chairman: who shall, unless prevented by illness or other
sufficient cause, preside over all meetings of the Executive
Committee and at all Annual General Meetings.
ii.
The Vice-Chairman: who shall perform any duties of the Chairman
in his or her absence and carry out any other duties, as shall be
assigned by the Executive Committee
iii.
The Secretary: who shall:
 Deal with all organizational matters and all the
correspondence of the Association under the general
supervision of the Executive Committee.
 Have the custody of the names and addresses of all Alumni
members provided by the Office of Alumni Relations.
 Issue notices convening all meetings of the Executive
Committee and all Annual General Meetings of the
Association and send reports of all meetings and activities of
the Association to the members.
 Have responsibility for keeping minutes of all meetings and
for the preservation of all records of proceedings of the
Association and of the Executive Committee.
 In cases of urgent matters where the Executive Committee
cannot be consulted, the Secretary shall consult the
Chairman and if the Chairman is not available, the Vice
Chairman. The decisions reached shall be subject to
ratification or otherwise at the next Executive Committee
meeting.
iv.
The Treasurer: who shall:
 Receive and disburse, under the directions of the Executive
Committee, all moneys belonging to the Association and
shall issue receipts for all moneys received and preserve
vouchers for all moneys paid to him/her.
 Be in charge of all fundraising activities on behalf of the
Association.
6


Be responsible to the Executive Committee, Alumni Council
and to the members to ensure that the proper books of
account of all moneys received and paid by the Association
are written up, preserved and available for inspection.
Prepare quarterly financial reports as may be directed by the
Executive Committee.
v.
Five (5) other persons elected as ex-officio members in the
Annual General Meeting. Of these, one post shall be filled by
USIU-A head of Alumni Affairs and another by the outgoing
Executive Committee Chairman: they shall perform such duties as
may be specifically assigned to them by the office bearers from time
to time/ be head of the Standing Committees.
vi.
Co-opted Members: The Chairman in consultation with the
Executive Committee may co-opt any member of the Association
on an ad hoc basis to perform any specific function in an expert or
advisory capacity. Such co-opted members shall sit in the Executive
Committee purely in an advisory capacity and they shall not be
entitled to vote at any meetings of the Executive Committee.
(b) The Alumni Council
The Alumni Council shall consist of all the Executive Committee
members, the Branch and Chapters chairpersons or their
representatives, chairpersons of the Standing Committees and other
members as elected by the Executive Committee to a maximum of
fifteen.
Duties of the Alumni Council
(i)
To act as the Association’s advisory body on alumni concerns.
(ii)
To make suggestions as to the Association’ goals, principles and
guidelines.
(iii) To serve as the Nominations Standing Committee for the
Association.
(c) The Standing Committees
The Standing Committees are:i.
Membership
ii.
Development
iii.
Programs
iv.
Public Relations and
v.
Any other Committees that are deemed necessary.
7
The chairpersons and members of these Standing Committees are to be
appointed by the Executive Committee within the first quarter after the
Annual General Meeting to serve until the following Annual General
Meeting.
Duties of the Standing Committees
i.
To plan and carry out projects within the terms of reference as
determined by the Executive Committee and with the approval
and supervision of the Executive Committee.
ii.
To report to the Executive Committee on the progress of the
projects as required.
(d) Term of Office
10.
(i)
The Executive Committee
All members of the Executive Committee shall hold office from the
date of election until the end of the two year term subject to the
conditions for vacancies contained hereinafter, but shall be eligible
for re-election.
(ii)
The Alumni Council
All members of the Alumni Council shall hold office from the
election date until the end of a one year term.
(iii)
The Standing Committees
All members of the Standing Committees shall hold office from the
date of election until the first quarter of the next Annual General
Meeting subject to the vacancies conditions contained hereinafter.
MEETINGS
(a)
Annual General Meeting
The Annual General Meeting shall be held not earlier than 31st March and
not later than 31st May in each year. Notice in writing of such Annual
General Meeting, 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 and, where practicable, by press
advertisement in the print or electronic mail not less than 14 days before
the date of the meeting.
The annual accounts shall be made available for inspection at the
offices of the Association pending the date of the Annual General
8
Meeting.
There shall be an agenda for any Annual General Meeting to be circulated
in the notices calling for the Annual general Meeting.
(b)
Special General Meetings
The Executive Committee may call for a Special General Meeting for
any specific purpose. Notice of such a meeting shall be sent in writing
to all members not less than fourteen (14) days before the date thereof
and where practicable by press advertisement or electronic mail.
A Special General Meeting may also be requisitioned for a specific
purpose by order in writing to the Secretary of not less than two
thirds of the total members of the Association and such meeting shall
be held within twenty one (21) days of the date of requisition. No
matter shall be discussed other than that stated in the requisition.
(c)
Executive Committee
The Executive Committee shall meet at such times and places as it shall
resolve but shall meet not less than once in every three (3) calendar
months.
(d)
Alumni Council
The Alumni Council shall meet at such times and places as it shall
resolve but shall not meet less than once every two years.
(e)
Standing Committees
The Standing Committees shall meet at such times and places as they shall
resolve but shall not meet less than once every six (6) months.
(f)
Chapters and Branches
The Chapters need to meet at least twice a year while Branches need to
meet once per quarter.
(g)
Quorum
(i) Annual General Meeting
 Quorum for Annual General Meetings shall not be less than
twenty Ordinary members of the Association.
 If within thirty (30) minutes of the time appointed for the
Annual General Meeting, the quorum is not present, the
Annual General Meeting, if convened at the requisition of
members, shall be dissolved.
9

In any other case, it shall stand adjourned to the same day in
the next date set at the same time and place and if, at such
Annual General Meeting, a quorum is not present within
thirty (30) minutes of the time appointed for the Annual
General Meeting, the meeting shall be dissolved.
(ii) Executive Committee
 The quorum of the Executive Committee shall include at
least two Executive Committee members and two exofficio Committee members.
 The quorum for the meetings of the Executive Committee
shall be not less than one half of the members of the
Executive Committee.
 The Executive Committee can hold an Executive
Committee Meeting so long as ¾ of the Executive
Committee Members are present. They can carry out any
business on behalf of the Association and as guided by
the constitution
(iii) Alumni Council
The quorum for the Alumni Council shall be………
(iv) Standing Committees
The quorum for the Standing Committees shall be as they shall
resolve.
(v) Chapters and Branches
The quorum of the meetings of Branches and Chapters shall be as
they shall resolve.
11.
PROCEDURE AT MEETINGS
i. Annual and Special General Meetings
(a)
At all meetings of the Association the Chairman, or in his absence, the
Vice Chairman, or in the absence of both these office bearers, a member of
the Executive Committee selected by the meeting shall take the chair.
(b)
Resolutions shall be decided by simple voting by a show of hands. In the
case of equality of votes, the Chairman shall have a second or casting vote.
(c)
The Chairman may at his/her discretion limit the number of persons
permitted to speak in favor of and against any motion.
10
12.
(d)
The Chairman at any meeting at which a quorum is present may, with the
consent of the meeting and shall, if so directed by the meeting, adjourn any
meeting from time to time and from place to place as the meeting
determines but no business shall be transacted at the meeting from which
the adjournment took place. Whenever a meeting is adjourned for thirty
(30) days or more, notice of the adjourned meeting shall be given in the
same manner as in the case of any adjournment or of the business to be
transacted at an adjourned meeting.
(e)
In every notice calling for a meeting there shall appear, with reasonable
prominence, a statement that a member entitled to attend and vote thereat
is entitled to appoint one or more proxies to attend and vote in his stead
and that a proxy must be a member of the Association.
(f)
The instrument appointing a proxy need not be in any special form but it
shall be in writing under the hand of the appointer or of his attorney duly
authorized in writing or, if the appointer is a corporation, either under its
common seal or under the hands of an officer or duly authorized attorney
of such corporation.
(g)
A proxy shall be a member of the Association. However, no member shall
be allowed to hold more than five (5) proxies for any one meeting.
(h)
The instrument appointing a proxy and the power of attorney or other
attorney, if any, under which is signed or a notably certified copy of that
power of authority shall be deposited with the Secretary not less than
twenty four (24) hours before the time for holding the meeting at which the
person named in the instrument proposes to vote and, in default, the
instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of twelve (12) months
from the date of its execution.
ii.
Executive Committee, Standing Committee, Alumni Council and
Branches/Chapters Meetings
These meetings shall be conducted as the bodies as the bodies resolve.
VACANCIES
(a) Executive Committee Member
i.
Any member of the Executive Committee who ceases to be a member
of the Association shall automatically cease to be an Executive
Committee member;
ii.
Should the USIU-A representative cease to be a member of the USIUAfrica staff, he or she will cease to be an Executive Committee member
11
of the Association, and the resulting vacancy shall be filled in
accordance with the provisions of this Constitution hereunder.
Any member of the Executive Committee may be removed from office
in the same way as is laid down for the expulsion of members and
vacancies thus created shall be filled by persons elected at the Annual
General Meeting resolving the expulsion.
Any vacancies in the Executive Committee caused by resignation or
death shall be filled by another person nominated by the Executive
Committee and such nominated Executive Committee member shall
hold office until the next Annual General Meeting of the Association.
iii.
iv.
(b) Alumni Council Member
i.
A member of the Alumni Council may be removed from office by the
Executive Committee for the same reasons as laid down for the
expulsion of members. The vacancy thus created shall be filled by the
Executive Council.
ii.
Any vacancies in the Alumni Council occasioned by resignation or
death may be filled by another person nominated by the Executive
Committee and such nominated Alumni Council members shall hold
office until the next Annual General Meeting.
(c) Standing Committees Member
i.
Any member of the Standing Committee may be removed from office
by the Executive Committee for the same reasons as laid down for the
expulsion of members and the vacancy thus created shall be filled by
the Executive Committee.
ii.
Any vacancies in the Standing Committees occasioned by resignation
or death may be filled by another person nominated by the Executive
Committee and such nominated Standing Committee members shall
hold office until the next Annual General Meeting.
(d) Branches or Chapter Member
13.

A member of a Branch or Chapter may be removed from office as the
Branch or Chapter may resolve.

Any vacancies in the Branch or Chapter occasioned by death or
resignation may be filled by another person as the particular Branch
or Chapter may resolve.
CHAPTERS
12
(a) The Association may establish Chapters in a country where there exists a
minimum of twenty graduates of the University.
(b) Chapters of the Association may be formed with the approval of the
Association’s Executive Committee and the state/ authority in charge of
the registration of such societies in the country where the Chapter is to be
formed.
(c) In accordance with local law, the Chapter will adopt the same constitution
as that of the Association with the following exceptions:
(i) The aims and objects will not include the formation of Branches.
(ii) Amendments to the constitution will only be made by the Association
in accordance with local laws, upon the proposals of officials of the
Chapter, and the provisions of this Constitution.
(d) The provision on dissolution hereinafter provided shall apply to Chapters
but such Chapters will not be dissolved without consultation with the
Executive Committee and approval at the Annual General Meeting by
members.
(e) Chapters of the Association may dissolve Branches within their
jurisdiction and notify the Executive Committee in writing.
(f) Chapter office bearers will be elected by members of the Chapter and
election returns filed with the Executive Committee.
(g) Chapters will hold a meeting at least two times every year and forward
copies of their minutes to the Executive Committee.
14.
BRANCHES
(a) A branch may be formed within Kenya with the approval of the Executive
Committee and ratification at the Annual General Meeting. These will be
governed by this Constitution with the following exceptions:
(i) The aims and objects will not include the formation of Branches.
(ii) Amendments to the Branch Constitution can only be made by the
Association in accordance with this Constitution.
13
(b) The provision of this Constitution on dissolution shall apply to Branches
but such Branches will not be dissolved without consultation with
Executive Committee and approval at the Annual General Meeting.
(c) Branch office bearers will be elected by members of the Branch.
(d) Branches will hold meetings at least once every quarter and forward
copies of their minutes to the Executive Committee.
(e) Branches will prepare annual reports on their finances, operations and file
election returns to the Executive Committee.
13.
TRUSTEES
(a) The Association shall have five (5) Trustees who shall be members of good
standing of the Association and shall be appointed at an Annual General
Meeting for a period of three years. On retirement such Trustees shall be
eligible for re-election.
(b) An Annual 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 Annual General Meeting.
(c) All land, buildings and other immovable property and all investments and
securities which shall be acquired by the Association shall be vested in the
name of the Trustees.
(d) The Trustees shall approve all policies guiding all investments and securities
undertaken by the Association.
(e) The Trustees shall pay all income received from property vested in them to
the Treasurer for the time being of the Association. Any expenditure in
respect of such property shall be reported by the Trustees to the Executive
Committee which shall authorize expenditure of such moneys as it thinks fit.
14.
AUDITORS
(a) The Association shall appoint an Auditor at each Annual General Meeting.
(b) After the end of each financial year the Association’s accounts, records and
documents shall be opened to inspection by the Auditor.
(c) The Treasurer shall produce an account of all receipts, payments and a
statement of assets and liabilities made up to a date, which shall not be more
than three months after the financial year end. The Auditor shall examine
such annual accounts and statement and express his opinion as to the status
of affairs, duly vouch the Association’s transactions in accordance with the
14
law and report to the Association’s members in what respect they are found
to be or not to be not in accordance with the law.
(d) 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 Annual General Meeting is sent out.
(e) An Auditor may be paid such fees or honorarium for his or her duties as
may be resolved by the Annual General Meeting appointing the Auditor.
(f) No Auditor shall be an office bearer or a member of a Standing Committee
of the Association.
(g) Any vacancy arising in the office of the Auditor shall be duly filled by the
Executive Council until the next Annual General Meeting.
15.
FUNDS
(a) The funds of the Association shall accrue from membership fees,
subscription fees, voluntary contributions or any other source approved by
the Annual General Meeting.
(b) The Executive Committee shall make available funds for the efficient and
effective running of the Association’s activities, implementation and
furthering of the goals and objectives of the Association.
16.
DISSOLUTION
(a) The Association shall not be dissolved except by a resolution passed at an
Annual General Meeting of members by a vote of two-thirds of the members
present.
(b) The quorum at the meeting shall be as per clause 10 hereinabove. If no quorum
is obtained, the proposal to dissolve the Association shall be submitted to the
next Annual General Meeting. Notice of this Annual General Meeting shall be
given to all the members of the Association at least fourteen (14) days before the
date of the meeting.
(c) No dissolution shall be effected without prior permission in writing of the
Registrar of Societies for the time being, obtained upon application to him made
in writing and signed by three (3) of the office bearers.
(d) When the dissolution of the Association has been approved by the Registrar of
Societies for the time being, no further action shall be taken by the Executive
Committee or any office bearer of the Association in connection with the aims of
the Association other than to get and liquidate for cash all the assets of the
Association. Subject to payment of all the debts of the Association, the balance
thereof shall be distributed in such other manner as may be resolved by the
15
Annual General Meeting at which the resolution for dissolution is passed.
18.
AMENDMENTS TO THE CONSTITUTION
Amendments to the Constitution of the Association shall be approved by at
least two-thirds’ majority of members at an Annual General Meeting of the
Association. They shall not, however, be implemented without the prior
consent in writing of the Registrar of Societies for the time being obtained upon
application to him made in writing and signed by three of the office bearers.
19.
INSPECTION OF ACCOUNTS AND LIST OF MEMBERS
The books of account and all documents relating thereto and a list of members
of the Association shall be available for inspection at the registered office of the
Association by any office bearer or member of the Association on giving not less
than seven (7) days notice in writing to the Secretary for the time being of the
Association.
16