CONSTITUTION OF THE KENYANS IN QUEENSLAND (KIQ)
- Josphat Kimani
- Jan 28
- 26 min read
TABLE OF CONTENTS
NAME .............................................................................................................................3
INTERPRETATION .........................................................................................................3
OBJECTS ........................................................................................................................3
POWERS ........................................................................................................................ 4
MEMBERSHIP ................................................................................................................5
COMPOSITION OF THE EXECUTIVE .........................................................................11
MANAGEMENT COMMITTEE – POWERS AND DUTIES ....................................... 12
MEETINGS OF THE MANAGEMENT COMMITTEE ................................................13
FUNCTIONS OF OFFICE BEARERS ...........................................................................15
CESSATION OF EXECUTIVE MEMBERSHIP ............................................................ 18
ANNUAL GENERAL MEETINGS ..................................................................................18
SPECIAL GENERAL MEETINGS ..................................................................................20
QUORUM AT ANNUAL AND SPECIAL GENERAL MEETINGS ............................ 20
VOTING AT THE GENERAL MEETINGS ................................................................... 21
PROXIES ............................................................................................................................. 21
SERVICES OF NOTICES OR DOCUMENTS ............................................................... 22
RECEIPTS AND PAYMENTS .......................................................................................... 22
LIABILITY, PROPERTY, WINDING UP OR DISSOLUTION ................................... 23
AMENDMENT OF THE CONSTITUTION AND RULES ............................................ 24
TRANSITION PROVISIONS ............................................................................................ 24
1. NAME
The name of the Incorporated Association is the ‘Kenyans in Queensland’ (‘KIQ’ or the ‘Association’).
2. INTERPRETATION
2.1. ‘Act’ means the Incorporated Associations Act 1981 (Qld).
2.2. Expressions used in the Act have the same meaning when used in this constitution.
2.3. ‘Clear Days’ means any day of the year including public holidays;
2.4. ‘Management Committee’ or ‘Committee’ means the Management Committee of KIQ.
2.5. ‘In writing’ means written or printed, or partly written or printed.
2.6. Member’ means a Member of KIQ whose name is recorded in the Register of Members.
2.7. ‘Policies’ means KIQ policies, or such policies promulgated in writing by the Executive Committee from time to time;
2.8. ‘Officer’ is as defined under the Act and includes any person who is a member of the Executive Committee or Public Officer, or who is concerned in, or takes part, in the management of the affairs of the KIQ.
2.9. ‘Special Majority’ means a two-thirds of the members present at a meeting and entitled to vote at that meeting. In the case of meetings of the Management Meeting, two-thirds of committee members present at the meeting.
2.10. Adult’ means a person of 18 years of age and above.
3. OBJECTS
3.1. To promote the welfare and wellbeing of Kenyans living in Queensland by, among others:
3.1.1. Supporting the rights and interests of Kenyans in Queensland.
3.1.2. Representing the view of members to elected representatives (such as members of the Federal and State Parliaments and local council), Federal/State government agencies, and other relevant entities.
3.1.3. Cooperating and liaising with humanitarian organisations and government agencies on issues that may interest or affect the members of the KIQ;
3.1.4. Bringing together members of the Association to celebrate Kenyan and Australian national days, and other significant cultural events, where feasible.
3.1.5. Promoting a greater understanding of Kenyans and their achievements in the wider Queensland community;
3.1.6. Promoting the learning of Swahili language and Kenyan cultural heritage to members and their families and the wider community.
3.1.7. Actively engaging members in social community activities to foster cohesion and understanding among Kenyans in Queensland;
3.2. To do all such other things incidental or conducive to the attainment of any or all of the objects of the KIQ.
4. POWERS
4.1. The Association has all the powers conferred on it by law and by the provisions of the Act.
4.2. Notwithstanding anything to the contrary, and for the avoidance of doubt, the Association may do all such things which it is authorised to do by law including, without limitation:
4.2.1. Accept gifts whether by way of monies, bequests of property, real or personal or otherwise.
4.2.2. Solicit and accept donations from fundraising events or otherwise.
4.2.3. Raise revenue by other legitimate means including business ventures, provided such activities are not in conflict with the objects and character of the Association
4.2.4. Hold real or personal property, open and operate bank accounts and enter any necessary or desirable contracting including contract(s) of employment.
4.3. Between the General Meetings (Annual and Special) of members, the powers of the Association shall be vested and exercised by the Management Committee.
4.4. Without limiting any of the above provisions, the Management Committee shall have the management and control of the funds and other property of the Association, provided that the Executive Committee must obtain the approval of members at a General Meetings before borrowing money of securing any payment by charging any property of the Association.
5. MEMBERSHIP
5.1. Eligibility for membership of the Association
Membership of the Association is open to the following:
5.1.1. A Kenyan citizen, their spouse/partner and/or children;
5.1.2. A person born in Kenya or a person of Kenyan lineage notwithstanding their place or birth; or
5.1.3. A honorary member (see clause 5.1.8 of this Constitution).
5.2. Categories of membership
The categories of membership are Ordinary members, Family members, Concession members, Junior members, and Honorary members.
5.2.1. Ordinary Members Full payment of an annual subscription of an amount to be determined from time to time by the membership at General Meetings by a person eligible for membership under clause 5.1.1 or 5.1.2 of this Constitution shall constitute the subscriber an ordinary membership for the remainder of the financial year on which the application for membership is approved by the Management Committee.
5.2.2. Family Members *
(a) Family Members are members of a family of one or two adults and any number of children under eighteen years of age and being collectively counted as two (2) Voting Members provided that a single parent family shall have one vote. At least one adult member must qualify for membership under either clause 5.1.1 or 5.1.2 of this Constitution.
(b) An annual subscription of an amount to be determined from time to time by members at a General meeting shall constitute the subscriber a Family Member for the remainder of the financial year on which the application was approved by the Management Committee.
5.2.3. Concession Members *
(a) Concession Members are members who hold, and provide proof of a concession card, namely a Student Concession Card, Seniors Card, Pension Card or other such card as is recognised by the Management Committee from time to time.
(b) An annual subscription of an amount to be determined from time to time by the Management Committee shall constitute the subscriber a Concession Member for the remainder of the financial year on which the application is approved by the Management Committee.
5.2.4. Junior Members * (a) A Junior Member is a member who qualifies for membership under clauses 5.1.1 or 5.1.2 and is under the age of 18 years.
(b) A Junior Member shall not be liable to pay an annual subscription. A Junior Member cannot vote at General Meetings.
5.2.5. Honorary Members * (a) The Management Committee shall have power to appoint as Honorary Members persons who have rendered or may render distinguished service to the cause of Kenyans in Queensland and who may raise the profile of the KIQ to the wider community.
(b) An Honorary Member shall not be eligible to vote at the Association’s meetings but shall otherwise have the same rights and privileges as Ordinary Members.
(c) To qualify to be an honorary member, a person shall:
be a person of integrity and good standing; and
not qualify for membership under any other category of membership in this Constitution.
5.3. Admission or rejection of new members
5.3.1. The management committee must consider an application for membership at the next committee meeting held after it receives:
(a) the application for membership; and
(b) the appropriate membership fee for the application.
5.3.2. The Management Committee must ensure that, as soon as possible after the person applies to become a member of the association, and before the management committee considers the persons application, the person is advised:
(a) whether or not the association has public liability insurance; and
(b) if the association has public liability insurance—the amount of the insurance.
5.3.3. If a majority of the members of the Management Committee present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member for the class of membership applied for.
5.3.4. The Management Committee may reject an application for membership of the Association if the applicant:
(a) Is not eligible to be a member under clause 5.1;
(b) Has been convicted or an indictable offence and is incarcerated when their application is lodged
(c) Has membership fees in arears for at least two (2) months; and
(d) Has conducted themselves in a manner the Committee considers injurious or prejudicial to the character and/or interests of the Association
5.3.5. The secretary of the association must, as soon as practicable after the Management Committee decides to accept or reject an application, give the applicant a written notice of the decision.
5.3.6. A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the persons intention to appeal against the decision.
5.3.7. A notice of intention to appeal must be given to the secretary within 1 (one) month after the person receives written notice of the decision.
5.3.8. If the secretary receives a notice of intention to appeal, the secretary must, within 1 month after receiving the notice, call a general meeting to decide the appeal
5.3.9. The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
5.3.10. At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
5.3.11. Also, the management committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected or the membership should be terminated.
5.3.12. An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
5.3.13. If a person whose application for membership has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the membership fee paid by the person.
5.3. Cessation of Membership
Membership of the Association shall cease upon:
5.3.1. the member resigning in accordance with clause 5.5 of this Constitution; or
5.3.2. failing to pay their annual subscription/membership fee in accordance with clause 5.6 of this Constitution; or
5.3.3. being expelled as a member in accordance with clause 5.7 of this Constitution.
5.4. Resigning as a member of the KIQ
A member may resign from membership of the Association by giving a 14 days’ notice in writing to the Secretary. The notice shall take effect upon the receipt of the notice by the Secretary and expiry of the 14 days’ notice period. A member who resigns shall forfeit all rights and privileges of membership and shall have not claim upon the Association but shall remain liable for any membership fees or debts owing to the Association.
5.5. Ceasing to be a member for failing to pay annual subscription / membership fee
A person shall cease being a member of the Association upon failing to pay their annual subscription/membership fee within 12 months of first becoming a member and thereafter within subsequent 12 months. The Management Committee may reinstate a person as a member upon that person paying all outstanding annual subscription/membership fees.
5.6. Expulsion of Members
5.6.1. The management committee may terminate a members membership if the member:
(a) is convicted of an indictable offence; or
(b) does not comply with any of the provisions of these rules; or
(c) has membership fees in arrears for at least 2 months; or
(d) has conducted themselves in a manner the Committee considers to be injurious or prejudicial to the character or interests of the Association.
5.6.2. Before the management committee terminates a members membership, the committee must give the member a full and fair opportunity to show why the membership should not be terminated. The Committee must, in the minimum:
(a) provide the member in writing reasons why the Committee is seeking to terminate their membership. This must be done at least 28 days before the next scheduled meeting of the Committee where a decision on the membership will be made.
(b) give the member an opportunity to present oral or written evidence/submission, or both, on the question of whether their membership should be terminated. Any such submission must be received by the Management Committee within 14 days (or such other time, but not less than 7 days, as the Management Committee may in its discretion agree) after serving the member.
5.6.3. The Management Committee may in its discretion suspend a member pending the hearing and determination of the question on whether a member should be expelled, reprimanded or cautioned
5.6.4. If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision. The Committee must also report the decision to terminate a membership to members of the KIQ at the next General Meeting.
5.7. Appeal against rejection or termination of membership
5.7.2. A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the persons intention to appeal against the decision.
5.7.3. A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision.
5.7.4. If the secretary receives a notice of intention to appeal, the secretary must, within 1 month after receiving the notice, call a general meeting to decide the appeal.
5.7.5. The general meeting to decide an appeal must be held within 3 months after the secretary receives the notice of intention to appeal.
5.7.6. At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated.
5.7.7. Also, the Management Committee and the members of the committee who rejected the application or terminated the membership must be given a full and fair opportunity to show why the application should be rejected, or the membership should be terminated.
5.7.8. An appeal must be decided by a majority vote of the members present and eligible to vote at the meeting.
5.7.9. If a person whose application for membership has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the membership fee paid by the person.
5.8. Voting Rights of Members
5.8.2. For a new member to be eligible to vote at any Annual or Special General Meeting of the Association or in any election of Officials of the Association, the new member must have been a member of the Association for at least 14 days.
5.8.3. Only members of 18 years of age and above shall be eligible to vote at any General Meeting of the Association or in any election of Officials of the Association.
6. COMPOSITION OF THE MANAGEMENT COMMITTEE
6.1. The affairs of the Association shall be managed exclusively by the Managed Committee consisting of:
6.1.1. President
6.1.2. Deputy President
6.1.3. Secretary
6.1.4. Treasury
6.1.5. Health and wellbeing Representative
6.1.6. Representative of the Swahili School
6.1.7. Three (3) Student Representatives; and
6.1.8. Three (3) Regional Representatives appointed by the Management Committee to represent the following regions:
a. North Queensland
b. Central Queensland; and
c. Western Queensland
6.2. The President, Deputy President, Secretary, Treasurer, Health and Wellbeing Representative and Regional Representatives shall be elected by the general membership of the Association at an Annual General Meeting for a term of 2 years and shall be eligible for re-election for one (1) further term of 2 years.
6.3. No official of the Association shall serve on the Management Committee for more than two (2) consecutive terms in the same position.
6.4. A Student Representative shall be elected by members of the Association who are students before or at the Annual General Meeting, to represent the special interests of students.
7. MANAGEMENT COMMITTEE – POWERS AND DUTIES
7.1. The Management Committee in addition to any powers and authority conferred by this Constitution, may exercise all such powers and do such lawful things as are within the objects of the Association, and not by the Act or by this Constitution required to be done by the membership of the Association in General Meeting.
7.2. The Management Committee has the management and control of the funds and other property of the Association.
7.3. Without limiting the general powers of the Management Committee as set out above, the Committee shall have the following powers:
7.3.1. May create sub-committees and appoint members to and/or remove members from such sub-committees, to further the objects of the Association and the interests of the members.
7.3.2. A special majority of the Management Committee may delegate authority to a subcommittee to carry out any responsibilities within the powers of the Management Committee or to investigate any matter relevant to the Association. Any powers and duties delegated pursuant to this Article may be revoked by the Executive Committee at any time, and any such delegations do not prohibit or prevent the Management Committee from exercising any of the delegated powers.
7.3.3. Sub-committees created under this article may only be dissolved by a resolution supported by special majority of the Management Committee, and a report of such dissolution shall be presented to members at the next General Meeting.
7.3.4. To fix the dates of their meetings, which shall be held at least once in every two months.
7.3.5. To fill any vacancy that may occur in the Management Committee, other than vacancy in the office of the President, for the balance of the term by calling, within 7 days of the vacancy arising, for written Expressions of Interest from the members of the Association. The notice shall give members 14 days to express their interest in the vacancy. The Management Committee shall fill such vacancies on merit based on the received Expression(s) of Interest and shall notify the members of the persons nominated to fill the vacancy.
7.3.6. If no expression of interest is received with 14 days of the notice notifying the members of the vacancy, the Management Committee by majority shall appoint one of the members of the Management Committee to act in the vacant position until the next Annual General Meeting when an election shall be held to fill the vacant position.
7.3.7. The Management Committee may appoint an Executive Management which shall include at least 2 Office Bearers who shall meet to carry out day-to day business delegated by the Executive Committee and who shall report to the subsequent Executive Committee meeting.
7.3.8. If an Auditor elected in a General Meeting ceases to be an Auditor during a financial year, the Management Committee shall appoint an auditor for the current financial year.
7.3.9. To authorise the institution of legal proceedings and to do all such lawful acts and things that may be deemed necessary and expedient to carry into effect the objects and purposes of the Association.
7.3.10. To determine rules and to make by-laws and governance policies (not inconsistent with this Constitution) for the management of the affairs of the Association and the regulation of the proceedings of the Management Committee.
7.3.11. May invite any persons with special interests or knowledge relevant to the Association to attend any meeting of the Association and to address the meeting but such persons may not vote.
7.3.12. May resolve to call a Special General Meeting of Members.
7.3.13. To enter into any arrangements with any other Association or any Society or body of persons having objects substantially similar to those of the Association on such terms and conditions and subject to such supervision and control as the Management Committee deem necessary.
7.3.14. To nominate members as representatives to Communities Welfare or Government Bodies.
8. MEETINGS OF THE MANAGEMENT COMMITTEE
8.2. The Committee shall meet as often as may be required to conduct the business of the Association and in any event not less that once every two(2) calendar months, unless it is not reasonably practicable to meet.
8.3. The President, or in his absence the Deputy President or 2 other Members of the Committee shall have the power to call a meeting of the Committee.
8.4. Each Committee member has one deliberative vote.
8.5. A question arising at a Committee meeting shall be decided majority of votes, unless otherwise specified in this Constitution, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his/her deliberative vote.
8.6. Notice of meetings shall be given at the previous Committee meeting or by 7 days written notice distributed to all Committee Members or in an emergency by such other notice as shall be ratified by the Committee.
8.7. The quorum of the Management Committee meetings shall be at least 3 of the 8 elected Committee members, present personally or through acceptable technology such as video or teleconference.
8.8. No resolution amending or rescinding a resolution which has been passed by the Management Committee within the preceding six months shall be effective unless it is carried by a special majority of the Management Committee present and voting.
8.9. The minutes of Management Committee meetings shall be circulated to members of the Management Committee prior to the next subsequent meeting at which meeting they shall be taken as read and a resolution shall be put that the minutes be signed by the Chairperson as correct. On such resolution no question other than questions relating to the correctness of the minutes may be raised.
8.10. The Management Committee shall keep the members of the Association informed of the conduct of its business other than on matters that the Management Committee by resolution deems confidential.
8.11. The Management Committee may pass a resolution without a formal Committee meeting being held if a special majority of the members of the Management Committee entitled to vote on the resolution sign a document containing a statement that they are in favor of the resolution set out in the document. For this purpose, signatures can be contained in more than one document, with each document to be identical to each other and such documents shall together be deemed one.
8.12. The Management Committee may use any form of media and/or technology it elects to facilitate meetings under this Constitution.
8.13. Any vote given by a person facilitated by any form of media or technological communication shall be deemed to be given personally, except that it shall not be possible for any person participating in a meeting by means of electronic media or technological communication to participate in a secret ballot.
8.14. The responsibility for costs incurred with respect to Article 8.13 above shall be borne by the member concerned and shall not be recoverable against the Association.
9. FUNCTIONS OF OFFICE BEARERS
9.1. PRESIDENT
9.1.1. The President shall represent the Association and its policies in any forums, both internally and externally.
9.1.2. The President shall ensure the safekeeping of the Common Seal, which shall be affixed only by resolution of the Committee or of a General Meeting and in the presence of two Committee Members including at least one Office Bearer.
9.1.3. The President shall chair Executive Committee and General Meetings; however, in the absence of the President, or at the request of the President or a majority of the meeting, another Member may act as chairperson at that meeting.
9.1.4. The President at any meeting shall have a personal vote and shall in addition have a casting vote if votes are equal.
9.1.5. The President together with the Secretary or the senior employee if any shall prepare the agenda for Committee and General Meetings.
9.1.6. The President of a meeting shall encourage full balanced participation by all Members and shall decide on matters of order.
9.1.7. The President shall be the Spokesperson of the Association unless an alternative Spokesperson has been appointed by the Management Committee or members at a General Meeting. The Spokesperson shall make statements in accordance with previously agreed policy, or in an emergency following consultation with at least two Members of the Committee.
9.2. Deputy President
9.2.1. The Deputy president shall be the principal assistant of the President.
9.2.2. The Deputy President shall perform the duties of the President in the absence of the President and may assume the functions of the other committee members in their absence or as determined by the Executive Committee.
9.2.3. The Deputy President shall assume the office and responsibility of the President in the event of a vacancy in the Office of the President for the remainder of the term.
9.3. Secretary
9.3.1. The Secretary shall ensure that notice of meetings is given in accordance with the provisions of this Constitution.
9.3.2. The Secretary shall ensure that records are kept of the Association including the Constitution and policies, records of Members, a register of minutes of meetings and of notices, a file of correspondence, and records of submissions or reports made by or on behalf of the Association.
9.3.3. The secretary records all proceedings of the Associations and other meetings as may be required.
9.3.4. The secretary shall notify the Office of Fair Trading (Qld) of the election of the Management Committee and to file returns, notices and other formal requirements of the law.
9.3.5. In the absence of the Secretary or at the request of the Secretary or a majority of the meeting, another Member may be elected as Minutes Secretary.
9.4. Treasurer
9.4.1. The Treasurer shall ensure that all monies received are paid into an account authorised by the Committee in the name of the Association. Payments shall be as petty cash or by cheque signed by two authorised signatories of whom there shall be no more than four appointed by the Committee.
9.4.2. The Treasurer together with the President, Deputy President, Secretary or any other authorised Committee Member shall be co-signatories to all cheques, money orders or any other expenditure. Major or unusual expenditures shall be authorized in advance by the Executive Committee or members at a General Meeting.
9.4.3. The Treasurer shall ensure that records are kept of all receipts and payments and other financial transactions. Such records shall be available for inspection by any Member.
9.4.4. The Treasurer shall ensure that financial budgets and statements are prepared and shall submit a report on the finances to each Committee Meeting.
9.4.5. The Treasurer shall ensure that Annual Financial Statements comprising either an account of receipts and payments and a statement of assets and liabilities or an account of income and expenditure and a balance sheet shall be prepared following the end of the Association’s financial year, which shall commence on 1st July and end on 30th June unless altered at a General Meeting.
9.4.6. Treasurer shall ensure that the Annual Financial Statements are audited before presentation to the Annual General Meeting by an independent auditor who shall be appointed by the Committee, provided that where the Auditor is changed the Treasurer shall so inform the Annual General Meeting in the Treasurer’s Report.
9.5. Health and Wellbeing Representative
The Health and Wellbeing Representative Shall have general oversight of the health and wellbeing of members including liaising with relevant institutions, government agencies and the Kenyan High Commission to enhance the general well-being of members.
9.6. Representative of Swahili School
The Representative of the Swahili School Shall represent the interest of Swahili School and liaise with the KIQ in promoting the school to the wider community.
9.7. Student Representative
The Student Representative Shall represent the interest of students at the Management Committee with a view to ensuring that issues affecting students are considered and responded to, as appropriate.
9.8. Regional Representative
The Regional Representative Shall represent the interests of members residing in regions to which the Management Committee has appointed them.
9.9. Employees
9.9.1. An employee of the Association may be a Member of the Association or any Subcommittee.
9.9.2. A person performing paid work for the Association on a regular and substantial basis shall not be a Member of the Committee unless specifically provided in this Constitution or any subsequent amendment; and
9.9.3. Such a person shall not take part in decisions relating to paid work and shall not participate in any Committee deliberations relating to any worker unless specifically requested to do so by the Executive Committee.
10. CESSATION OF EXECUTIVE MEMBERSHIP
10.1. A person ceases to be a member of the Executive Committee or an Officer-Holder if the person:
10.1.1. Is disqualified from acting as a Public Official or managing a corporation under any law.
10.1.2. Resigns his or her office by written notice to the Secretary or in case of the Secretary resigning, notice to the President.
10.1.3. Is absent from three successive Committee meetings without acceptable explanation to the Committee. The Committee may consider exceptional circumstances for an exemption to this rule.
10.1.4. Is suspended or ceases to be a member of the Association.
10.1.5. Ceases to reside ordinarily in Queensland; or
10.1.6. Is voted from office by a majority of members of the Association present and eligible to vote at a general meeting.
10.1.7. Before a vote is taken removing a person from office, the officer-holder shall have the right to show cause why he or she should not be removed from office.
10.1.8. An officer-holder has no right of appeal against the Association’s members if removed from office after a vote at a general meeting.
11. ANNUAL GENERAL MEETINGS
11.1. The Management Committee shall call an Annual General Meeting in accordance with the Act and this Constitution.
11.2. An Annual General Meeting of Members of the Association shall be held on the 2nd weekend of October of every year at such time and place as the Management Committee shall appoint. Where it is not reasonably possible to have the Annual General Meeting on the 2nd weekend of October, the Executive Committee shall fix an alternative date within 2 weeks of the 2nd weekend of October.
11.3. Twenty-eight days’ notice of such meeting shall be given to the members. Such notice shall include an agenda of business to be conducted at the meeting.
11.4. The business to be transacted at an Annual General Meeting shall be:
11.4.1. To confirm and adopt the minutes of the previous Annual General Meeting.
11.4.2. To receive the President’s report for the previous financial year
11.4.3. To receive the Treasurer’s report and the audited financial statements from the previous year, together with the financial budget for the current financial year.
11.4.4. To appoint an auditor of the Association who shall hold office until the next Annual General Meeting and who shall then be eligible for re-appointment; and to transact such other of the Association’s business of which due notice has been given.
11.4.5. To elect a Returning Officer and two Assistant Returning Officers during the General Meeting coinciding with the mid-term of the Committee for a single term of 2 years.
11.4.6. Every second year, to elect or re-elect the Committee Members who have been duly nominated and accepted the nominations as provided in this Constitution.
11.4.7. The President shall chair the Annual General Meeting. In his or her absence, the Deputy President shall preside, or at any other time as determined by the Committee by special majority, another member of the Committee may chair the meeting. The Chair shall, in addition to his or her original vote, have a casting vote.
11.4.8. Any two or more members of the Association shall have the right to request that the Committee put amotion at an Annual General Meeting if notice thereof shall have been given in writing and signed by such two members to the Secretary not less than sixty calendar days prior to the day of the meeting. Motions shall form part of the agenda sent to members.
11.4.9. The Committee shall have power to exclude from discussion at any Annual General Meeting, any motion or subject matter which has been discussed and resolved upon at the previous General Meeting of the Association.
11.4.10. The Committee shall have power to invite persons who are not members of the Association to attend and to address the Annual General Meeting. Such persons shall not have a right to vote.
11.4.11. Minutes of the Annual General Meeting shall be written and authorised by the President and Secretary within two months after the AGM. Such minutes as so authorised will be distributed to members electronically.
12. SPECIAL GENERAL MEETINGS
12.1. A Special General Meeting of members of the Association may be convened by the Committee at any time and shall be convened in response to a written request signed by not less than twenty adult members of the Association.
12.2. Twenty-one days’ notice of such meeting shall be given to all members.
12.3. The business to be conducted at any Special General Meeting shall be as stated in the notice convening the meeting and no other business shall be transacted at such meeting.
12.4. Except as requested by special majority of members in writing, the Committee shall have the power and absolute discretion to refuse to convene a Special General Meeting to discuss any resolution or subject matter which has been discussed and resolved upon at any General Meeting of the Association held during the preceding two years.
12.5. The President shall chair any Special General Meeting. In his or her absence, the Vice President shall preside, or at any other time as determined by the Committee, Committee Members may elect by a special majority of the Committee present and voting a chairperson from among their number or appoint an independent external person to chair the meeting. The Chair shall, in addition to his or her original vote, have a casting vote.
13. QUORUM AT ANNUAL AND SPECIAL GENERAL MEETINGS
13.1. No business shall be transacted at an Annual or Special General Meeting unless a quorum of members is present at the commencement of business.
13.2. A quorum in the case of an Annual or Special General Meeting shall have 50% of the members with voting rights.
13.3. If within half an hour from the time appointed to hold an Annual or Special General Meeting a quorum is not present, the Management Committee and voting members present shall adjourn the meeting to a date and place as the Management Committee shall determine within 14 days and shall notify the members. The business and affairs of the Association shall be conducted at the adjourned General Meeting irrespective of quorum.
13.4. A duly appointed proxy shall be counted as a part of the quorum.
14. VOTING AT THE GENERAL MEETINGS
14.1. Subject to any contrary provisions of this Constitution only adult members (18 years of age and above) of the Association shall be eligible to vote at or to address any Annual or Special General Meeting and the voting at such meeting shall be in person or by proxy.
14.2. Voting shall be by show of hands except that:
14.2.1. Any contested election at an Annual General Meeting or otherwise shall be by secret ballot.
14.2.2. At least three members may by show of hands require that any other vote be by secret ballot.
14.2.3. A member of the Association shall be entitled to appoint in writing a natural person who is also a member of the Association to be their proxy, and to attend and vote at any General Meeting of the Association. The notice appointing the proxy shall be provided to the Secretary in writing before the day appointed for the General Meeting. Such a notice must have the full names of the proxy and the member being represented and a candid statement by the member that the proxy has their mandate to vote at the General Meeting.
14.2.4. The Secretary may designate a form to be used for appointing and notifying a proxy appointment.
15. PROXIES
15.1. An instrument appointing a proxy must be in writing and in such form as the Executive Committee may determine from time to time.
15.2. The instrument appointing a proxy must:
15.2.1. be signed by the nominator; and
15.2.2. be accompanied by a copy of the nominator’s identity document; and
15.2.3. clearly indicate if the proxy is directed or not directed.
16. SERVICES OF NOTICES OR DOCUMENTS
Any document required to be served, delivered or given under this Constitution shall be deemed to have been properly served, given or delivered if posted by ordinary pre-paid post or sent electronically to contacts previously provided by the addressee.
17. RECEIPTS AND PAYMENTS
17.1. The funds of the association must be kept in an account in the name of the association in a financial institution decided by the Management Committee.
17.2. Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the association.
17.3. All amounts must be deposited in the financial institution account as soon as practicable after receipt.
17.4. A payment by the association of $100 or more must be made by cheque or electronic funds transfer.
17.5. If a payment of $100 or more is made by cheque, the cheque must be signed by any 2 of the following:
17.5.1. the President
17.5.2. the Secretary
17.5.3. the Treasurer
17.5.4. any 1 of 3 other members of the association who have been authorised by the management committee to sign cheques issued by the association.
17.5.5. However, 1 of the persons who signs the cheque must be the President, the Secretary or the Treasurer.
17.6. Cheques, other than those for wages, allowances or petty cash recoupment, must be crossed “not negotiable.”
17.7. A petty cash account must be maintained on the imprest system, and the management committee must decide the amount of petty cash to be kept in the account.
17.8. All expenditure must be approved or ratified at a management committee meeting.
18. LIABILITY, PROPERTY, WINDING UP OR DISSOLUTION
18.1. Persons who with the express written authority of the Committee incurs a debt or other liability (for an authorised purpose) on behalf of the Association shall have such liability met by the Association provided that the Committee shall not and has no authority to permit expenditures or debts exceeding the value of the assets of the Association.
18.2. The income property and funds of the Association shall be used solely towards the promotion of the objects and shall not be paid or transferred to any Members or relatives of Members if this shall not prevent any reasonable payment in good faith to any person in return for services rendered on request of the Association or to any person in furtherance of the objects of the Association and without undue preference.
18.3. If upon winding up or dissolution of the Association there remains any money or property whatsoever after the payment of all its debts and liabilities, the same shall NOT be paid or distributed amongst the members of the Association, but shall be transferred to any Kenyan Association in Australia or such other body formed for promoting similar objects or any other East African Association in Australia or for charitable objects as shall be approved by the Association provided that:
18.3.1. Such other body shall also prohibit the distribution of income and property to the Members to the extent stated herein.
18.3.2. The beneficiary or beneficiaries shall be determined by a majority of the members of the Association voting at a general meeting at or before the time of dissolution.
18.3.3. If the Association shall have been approved pursuant to the Income Tax Assessment Act as a Deductible Gift Recipient then such other body shall also be so approved and in any event having objects similar to the objects of the Association and receiving similar taxation benefits; and
18.3.4. The Association shall not be dissolved except in accordance with the Associations Incorporation Act and following the approval of not less than three-fourths of the Members present and voting at a meeting called for that purpose or which not less than one calendar month’s written notice including notice of the proposed dissolution has been distributed to all Members.
19. AMENDMENT OF THE CONSTITUTION AND RULES
19.1. This Constitution shall remain in force until revoked, altered or varied by a resolution supported by special majority of the members present and voting at a General Meeting.
19.2. Notice and agenda of the General Meeting at which the Constitution is proposed to be revoked, altered or varied shall be given in accordance with provisions governing Annual and Special General Meetings.
19.3. This Constitution shall take effect from the date of adoption by members at a General Meeting and all Rules in force prior to that date are rescinded from that date but without prejudice to anything done there under.
19.4. Rules for the proper administration of meetings or business may be made, repealed or amended by a General Meeting or by a Committee Meeting subject to subsequent disallowance at a General Meeting, provided that not less than 7 days’ written notice including notice of the proposed new rule, repeal or amendment has been distributed to all Members.
19.5. Any Rules made under Article 19.4, or any other provisions are subject to this constitution and where the Rules are inconsistent with this Constitution, they shall be void to the extent of the inconsistency, and any act or omission in contravention of this Constitution is invalid.
20. TRANSITION PROVISIONS
20.1. If this Constitution is adopted during the term of the current Committee, the Committee shall continue for the remainder of their term.
20.2. Elections under this Constitution shall be held on the 2nd weekend of October and any member of the Association, subject to the provisions of this Constitution, shall be eligible to be nominated for election.
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