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ARTICLE V

OBJECTIVES:

  1. To provide and make available information on Acquired Immune Deficiency Syndrome (AIDS), to the general public irrespective of their religion, background, origin, tribe or nationality.
  2. To facilitate the acquisition of technical expertise in the field of HIV/AIDS by its members
  3. To lobby for the recognition and protection of the human rights of people living with HIV/AIDS, either directly or through affiliated organisations, and in cooperation with other relevant organisations with a view to reducing the level of HIV related discrimination, at the workplace or in social, cultural, educational or other institution.
  4. To educate People infected and affected by HIV/AIDS to reject exploitation by policy and program planners and researchers in the design of HIV /AIDS programs.
  5. To facilitate and strengthen the formation of support groups of people living with HIV and AIDS in Kenya.
  6. To lobby for Policy and legislative reforms and initiatives and undertake advocacy work in all areas of HIV/AIDS, affecting its members.
  7. To create HIV/AIDS awareness in Kenya through personal experiential approach in order to help achieve faster care of the most vulnerable including the poor, women youth and children.
  8. To provide a forum for members to share experiences and resources, and promote collaborative and networking efforts, build capacity among members to provide quality services and put a human face to HIV.
  9. To educate members on the importance of social and biomedical research on HIV/AIDS while ensuring the entrenchment of ethical practices in research at all levels.
  10. To complement all government efforts to articulate and implement relevant national policies for control, care and prevention of HIV/AIDS.
  11. To occasionally work in collaboration with its members to mobilise resources for specific activities that may be implemented by the members.
  12.  To mobilise resources for proper execution of the objectives of the NEPHAK.
  13. To advocate and lobby for access to ARVs, essential drugs and medicines on behalf of its members.
  14. To partner with other organisations and individuals locally, regionally and internationally in furtherance of the objectives of the NEPHAK.
  15. To promote and facilitate the co-ordination of all its programmes that are conducted on its behalf by its members.
  16. To facilitate through capacity strengthening the initiation of small-scale enterprises for the economic empowerment of its members.

ARTICLE VI

 MEMBERSHIP:

SECTION 1:  

Any organisation, which is of and by people living with HIV/AIDS in Kenya and which, is registered under the laws of Kenya or under the Ministry for the time being charged with Culture and Social Services may apply to be a Member.

SECTION 2:  

Any person living with HIV/AIDS, who voluntarily seeks membership, will be eligible to individual membership with no voting rights.

SECTION 3:  

  1. Any other registered organisation or individual that has particular interest in HIV/AIDS, either professionally or through working with the NEPHAK, or as a result of association with persons living with HIV/AIDS, shall be eligible for Associate Membership, provided such members will not have voting rights.
  2.  In each of the above cases, an application will be made to the National Committee of Representatives (NCR), which shall, subject to compliance with this Constitution and Rules approve or reject any application.
  3. There will be three classes of membership fees subject to review by the Delegates Conference/Annual General Meeting.
    1. Registered PLWHAs organisations will pay an annual membership fee of Kshs.1,000.00
    2. Individual PLWHAs who are not members of any registered PLWHA under (a) above will pay Kshs. 500.00 per annum and shall have no voting rights.
    3. Associate individual non PLWHA members will pay Ksh.1, 000.00 per annum
    4. Non-PLWHAs groups will pay Kshs.10, 000.00 per annum.

All payments will be subject to review by the NCR from time to time.

ARTICLE V11

APPLICATION FOR MEMBERSHIP:

SECTION 1:  

Every application for corporate individual or affiliate membership shall be in the form prescribed by the NCR.

SECTION 2: 
Each Applicant shall be proposed and seconded by two fully paid up members.

SECTION 3:  
The information contained in the application shall be presented to the NCR at the next meeting at which the application will be considered.

SECTION 4:  
Each application shall be considered by the NCR which shall ensure that the applicant meets the qualifications required by the constitution and supports the objects of the Organisation, after which it shall decide whether or not to admit the applicant to membership and in what category.

SECTION 5:  
The acceptance or refusal for membership shall be communicated in writing to the applicant within a period of three months (3) months after receipt of such application.

SECTION 6:  
Where the application has been refused, an explanation for such refusal shall be communicated to the applicant. A further application may be submitted after a period of six (6) months.

ARTICLE VIII

CESSATION FROM MEMBERSHIP

SECTION 1: 
A member shall cease to be a member of the organisation by reason of:

  1. Death.
  2. Adjudged bankrupt or insolvent in the event of a corporate or affiliate member.
  3. Convicted of criminal offence whose sentence is more than three years.
  4. Engaging in activities which the organisation has reasonable grounds to believe undermine the objects and aims of the organisation.

SECTION 2:  
A member desiring to voluntarily resign from NEPHAK shall submit their notice of resignation to the Secretary who will report the resignation to the NCR for further action. Resignation thus tendered will take effect from the date of the receipt of the notice.

SECTION 3:  
Any member may be expelled from membership if the NCR so recommends provided that a Delegates Conference/Annual General Meeting or a Special Delegates Conference/ Special General Meeting called for that purpose adopts a resolution by â…” majority of members present and eligible to vote provided the total number of members present will not be less than 50% of all members.

Grounds for expelling such a member will be that the National Committee of Representatives has made a recommendation, and/or that the conduct of such a member has contravened any of the provisions of the NEPHAK Constitution and Rules.

Provided that NCR will have powers to suspend such a member pending the Special Delegates Conference/ Annual General Meeting and providing such a member will be accorded an opportunity to be heard.

ARTICLE IX

ORGANS AND OFFICIALS OF  NEPHAK

SECTION 1:
The Organs of NEPHAK shall consist of: -

  1. The Delegates Conference and the Special Delegates Conference

    2. The Delegates Conference /Annual General Meeting and the Special Delegates Conference/Special General Meeting, which shall comprise of all registered and fully paid members.  A register of members of NEPHAK will be updated 2 weeks prior to convening of the Delegates Conference. The Delegates |register shall be made available for inspection by any member during the Delegates Conference. During the inspection period, no further registration will take place.

    The Delegates Conference shall elect the officials of NEPHAK who shall comprise the Chairperson, Vice-Chairperson, the Treasurer and two committee Members from each region who shall be the National Committee of Representatives of the Organisation.

  2. The National Committee of Representatives (NCR)

    3. The National Committee of Representatives (NCR) shall be made up of two elected members from each Province/Region of Kenya, with voting rights, elected at Delegates Conference (DC) in such a manner that there will be gender balance.  Nairobi Province will have three members and the rift valley shall be divided into North and South Rift.  NCR will have 19 members.  No branch of a member as per clause ‘3 (a)’ will be regarded as an independent member.  The NCR members will then nominate representatives from special groups from time to time as the need arises. Every member of NCR will have the same rights.

                The members of the NCR shall hold Office for a two-year term renewable once only.

  3. Only one of the two elected members from each Province/Region shall sit at the meeting of the NCR, one member in each Province/Region shall be the Representative and the other shall be the alternate/deputy representative. The alternate/deputy representative shall only sit at the NCR meetings in the absence of the Representative. The Representative and Deputy shall be nominated at Provincial/Regional Level.
  4. All NCR members shall hold office for period of one two year term and may be re-elected for one more term provided a year is made up of 12 calendar months. For purposes of continuity the executive committee members shall hold executive office for a period of two years and shall be eligible for one more term as long as they remain elected as NCR members. No elected official shall hold office for more than four years in total.
  5. The Executive Committee will be made up of a Chairperson, a Vice Chairperson, a Treasurer and two other members selected from the NCR that shall have been elected by NEPHAK members at the Delegates Conference.  There shall be a Secretary/Chief Executive Officer who shall be the National Coordinator of the organisation and head of the Secretariat.
  6. The Secretary/ Chief Executive Officer shall be competently sourced interviewed and appointed through a selective process and shall have no voting rights

iii)        The National Secretariat
The National Secretariat shall be made up of the Secretary/Chief Executive Officer and the Staff of NEPHAK.

iv)        Committees and Taskforces
NEPHAK may, through the NCR and from time to time appoint technical Task Forces or specialised committees for a specific purpose from among its members and any other co-opted expertise. The task forces so appointed shall be given a clear mandate and timeframe within which to undertake the assigned task and shall stand dissolved upon the finalisation of their tasks. In constituting Task Forces and special Committees, the NCR shall have the power to draw the membership from among its voting and non-voting members and may co-opt professionals into these Task Forces and or Special Committees.

Any differences or grievances that arise out of any process shall be amicably resolved by a meeting of the EC. If the dispute stands unresolved even after arbitration by EC, it shall be referred, in writing, to the NEPHAK Chairperson. Any grievance against a member of EC will be referred directly to the NCR. None of the parties to a grievance will be eligible to sit in the NCR for any of the discussions relating to resolving of the grievance unless invited to contribute. Where the dispute between NCR or EC members is interfering with the proceedings of any meeting of the two organs. The parties to the dispute shall be barred from attending the meetings until the dispute is resolved. Where the NCR is unable to resolve any grievance, the NCR may constitute an arbitration committee of reputable individuals from amongst stakeholders to conciliate the matter.

ARTICLE X

DUTIES AND RESPONSIBILITIES OF THE ORGANS AND OFFICE BEARERS

SECTION 1: 

 National Committee of Representatives

The duties and responsibilities of the NCR shall be: -

  1. Making policy for the organisation.
  2. Approving all budgets of the secretariat.
  3. Advising, monitoring and maintaining oversight of the management and    implementation of the mandate of the Secretariat.
  4. Establishment of Special administrative Sub-Committees including the Finance Programmes and ethics Sub-Committee.
  5. Interpreting and promoting the organisation's policies and providing guidelines for implementation of these policies to the Secretariat.
  6. Preparation of the Delegates Conference.
  7. Ensuring that the Secretariat adequately coordinates the implementation of the policies sanctioned by the members at the Delegates Conference or Special Delegates Conference.
  8. Nominating members of the Regulatory Committee subject to confirmation by DC. Every Regulatory Committee will stand dissolved upon the expiry of its terms of reference.  Only one member from each province will be eligible for a seat in the Regulatory Committee, provided not more than 5 members are appointed from NEPHAK and 3 other non-members appointed as a result of their professional qualifications.

SECTION 2:  

Executive Committee

The duties and responsibilities of the EXECUTIVE COMMITTEE shall be: -      

  1. Hiring, monitoring, appraising and firing of (subject to ratification by the NCR) of all senior staff and determining their remuneration.
  2. Taking major executive decisions on behalf of NEPHAK.
  3. Administering recommendations obtained as technical advice from any of the NEPHAK organs.

SECTION 3

The National Secretariat

The duties and responsibilities of the National Secretariat shall be: -

  1. Implementation of the programmes.
  2. Identifying and developing new initiatives, in line with the Vision and Mission of NEPHAK.
  3. Seeking donor support and giving commitment to donors for proper accountable application of funding.
  4. Appointment and termination of staff and experts according to the provision of the Constitution and Rules of NEPHAK, subject to approval by EC.

SECTION 4:

The Chairperson

Duties of the Chairperson shall be: -

  1. The Chairperson shall, unless prevented by illness or other sufficient cause, preside over all meetings of the NCR and all Delegates Meetings of the Organisation to the Special Delegates Conference.
  2. The Chairperson shall act as liaison officer of the organisation and head delegations of the Organisation. She shall perform all other duties as usually pertains to the office of Chairperson.
  3. The Chairperson may from time to time, delegate these duties to the Vice-Chairperson or any other member of the National Committee of Representatives 

SECTION 5:

The Vice-Chairperson

Duties of the Vice-Chairperson shall be:-

  1. The Vice Chairperson shall be the deputy of the Chairperson in the execution of his/her duties and functions.
  2. In the absence of the Chairperson, The Vice-Chairperson shall perform the duties of the Chairperson.
  3. The Vice-Chairperson will act as the Chairperson in the event of casual vacancy arising, for duration of an expired tenure of chairperson.

Provided that in the absence of both the Chairperson and the Vice-Chairperson, a member of the NCR shall perform the duties and functions of the office of the Chairperson elected by a meeting of the NCR.

SECTION 6:

The Treasurer

The Treasurer in consultation with the Secretary will ensure: -

  1. That the Financial records of NEPHAK are maintained in accordance with sound accounting practices.
  2. All deeds, titles, papers and other valuable documents belonging to the NEPHAK and any of its interest in property and rights in particular matters are maintained in a safe custody.
  3. All money owed to NEPHAK is paid.
  4. Ensure that the proper disbursement of such funds as the NCR order or authorise to be disbursed.
  5. Ensure that such reports and returns as may be required by various government agencies are prepared and filed in a timely manner.
  6. Ensure that the annual budget is prepared and presented to NCR prior to the beginning of financial year.

SECTION 7:

The Secretary/Chief Executive

The Duties and Responsibilities of the Secretary/Chief Executive Officer shall be: -

  1. To partake in all the activities of the Board and take minutes at meetings.
  2. To interpret and implement decisions and policies made by the Board
  3. In collaboration with the Board of Management, coordinate, direct and manage all NEPHAK activities and programs at all stages of programme design implementation, monitoring, evaluation and audit.
  4. To ensure efficient and constant communication with the NEPHAK Board of Management and all networks including support groups of People Living with HIV/AIDS.
  5. To plan and organise the meetings of the NEPHAK Board of Management and report on all laid down governance structures.
  6. To enhance relationships, represent and publicize NEPHAK with stakeholders nationally and internationally, while liasing with and reporting to the NEPHAK Board of Management and development partners on a regular basis.
  7. To draw up proposals and solicit for resources for NEPHAK activities with the support of the secretariat staff.
  8. To supervise the production of strategic plans, work plans, positions papers and regular publications of NEPHAK.
  9. To interpret and develop personnel policies together with the Board, address disciplinary issues, engage and register terms of reference for consultants and contractors as needed by NEPHAK.
  10. To take responsibility for financial transactions with authorisation from the Board of Management together with the treasurer and the chairperson and arrange for financial reporting and auditing.
  11. To carry out any other duties as and when required by the Board.
  12. To maintain an update register of all members of the organisation which shall be available for inspection at the registered office of the organisation by any member of the organisation upon request and upon giving not less than seven (7) days notice in writing to the secretary.
  13. To issue notices convening all meetings of the NCR and all Delegates Meetings and other meetings of the organisation and shall be responsible for keeping minutes of all such meetings for the preservation of all records of the proceedings of the organisation.
  14. To ensure that all minutes of the transactions of the NCR and Delegates Meetings are circulated as provided for under this constitution.
  15. Will be the key signatory of all documents and contracts upto Ksh.100,000/= and shall supervise the Staff of NEPHAK who shall be directly answerable to her/him. Contracts over and above Kshs.100,000/= must be authorised by at least two members of the Executive Committee. Any contracts or agreements in excess of Kshs.300,000/= must be referred to the National Committee of Representatives for approval.

SECTION 8:

The Patron

There shall be a patron of the organisation who will be nominated by the Delegates Conference from a list of 3 nominees of prominent Kenyans who are not members of NEPHAK.

ARTICLE XI

ELECTION PROCEDURES

SECTION 1:        
All elective positions in the NCR shall be filled at the appropriate Delegates Conference by way of secret ballot, every two years or as provided under this constitution.

SECTION 2:

NOTICES

  1. Sixty calendar days (60) before the Delegates Conference/Annual General Meeting, the Secretary shall by notice in writing send to all members of the Organisation announcing that all the positions of the National Committee of Representatives are vacant and inviting nomination of candidates for election as members of the NCR.
  2. Such notice shall be in the prescribed form and shall specify the last day of nomination which shall not be less than forty (40) days before the date fixed for the Delegates Conference/Annual General Meeting.

SECTION 3:

NOMINATION

  1. At any time not later than the last day for nomination two fully paid up member organisations of PLWHA from each region may nominate in writing to the Secretary a candidate for election to the National Committee of Representatives.
  2. A candidate for nomination must be a member of a fully paid up member  Organisation.
  3. Each nomination paper shall contain the full names and address of the candidate and the office for which he/she is nominated for and shall contain or be accompanied by a written consent in writing to serve if elected.
  4. If, in respect of any office, the number of candidates duly nominated to fill the vacancies announced does not exceed the number of vacancies, the persons so nominated shall be declared and deemed to be elected at the appropriate Delegates Conference/Annual General Meeting of the Organisation.

In the event of death or incapacity of any candidate for election to the NCR between the latest date for nomination and the last day for the receipt of completed nomination papers, resulting in there being an insufficient number of candidates or in the event that a sitting NCR member dies or is incapacitated there shall be held an extraordinary election for the NCR and office in respect of which the deceased and or incapacitated candidate was nominated. Consideration for candidature for the vacant office must be in accordance with the region from which the office fell vacant.

The procedure for the nomination and mode of elections of candidates in case of a Special Election shall be the same as in the case of an ordinary election hereinbefore contained and shall apply subject to all the necessary adaptations. 

SECTION 4:

ELECTIONS

  1. NEPHAK Elections shall be carried out in accordance with the election rules that shall be agreed upon by the NCR. The Secretariat shall facilitate the carrying out of these elections.
  2. Subject to ARTICLE VI, SECTION 3 all members of NEPHAK shall have the right to attend and take part in all the Delegates Conference Meetings and the Special Delegates Meetings. Only fully paid up PLWHA   member organisations shall have the right to vote through one of their member who must be a PLWHA. Voting shall be carried out on a regional basis with only eleven members from each region having the right to vote except Nairobi, which will have thirteen votes.  Full member Organisations shall have a right to only one vote.
  3. Provided that on a poll, votes may be given by a representative of a member by proxy and provided that the instrument appointing the proxy shall be in writing and duly signed by a member so appointing, or a duly appointed agent for any group constituting members under this Constitution and Rules.  A proxy can be either a voting or non-voting member of NEPHAK provided no member should be entitled to be appointed a proxy of more than one absent member.
  4. There shall be only one vote for every member at any NEPHAK meeting. Voting shall be by secret ballot at all NEPHAK meetings, except when otherwise specified in accordance with this Constitution and Rules.
  5. Voting will be supervised by an independent returning officer of repute under rules approved by the DC, whose outcome if adopted by the DC will be final and binding on all members.
ARTICLE XII

MEETINGS

  1. NEPHAK shall hold a Delegates Conference once every three two years provided the NCR shall whenever it deems fit convene a special delegates conference. 10 individuals representing member organisations and 2 individual members in accordance with this Constitution and its Rules and Regulations shall represent every Region. Observers may be invited to the Delegates Conference.
  1. An SDC shall, subject to the availability of funds, be called for any special reason contained in this Constitution and Rules by either the NCR or a member. Notice of such SDC shall be sent to all members not less than seven (7) days before the date thereof. Provided that such a conference shall be held on the requisition of not less than 1/3 of the voting members of NEPHAK. Such a requisition must state the object of the meeting in writing and must be signed by at least 15 fully paid up member organisation representatives so requisitioning the meeting and must be deposited at the headquarters of NEPHAK and duly brought to the attention of the Secretary.  The notice of such meeting will be 21 days from the date of requisition.  No other matters will be discussed except the object of the meeting.
  2. NCR will hold quarterly meetings (at least every 3 months) and the Executive Committee will hold bi-monthly meetings to review executive decisions. Senior staff and consultants may be invited to attend Executive Committee meetings discussing specific issues in their capacity as experts.
  3. In case of urgent matters, which require the approval of NCR, the Secretary will consult the chairperson on what action to take.  The decision thus reached, shall be subject to notification at the next Executive Committee meeting.

SECTION I

 NOTICE OF MEETINGS

  1. Notice of Annual General Meeting (DC) shall be in writing and shall be sent to all members of NEPHAK not less than 28 days exclusive of the day on which the notice is served and/or posted, specifying the place, day and hour of the meeting carrying the agenda; provided that if without an agenda or if called for a shorter notice, than that specified in this Constitution and Rules, it will nevertheless be deemed duly called if it is agreed by all members entitled to attend and vote, provided an agenda is approved.
  2. The quorum for DC or SDC, and NCR meetings will be half the members entitled to vote. The quorum for an Executive Committee meeting will be at least three members present.  The Chairperson will have a casting vote in case of a tie.

 SECTION 2

THE AGENDA OF THE DELEGATES CONFERENCE

 Shall consist of the following: -

  1. Confirmation of minutes of the previous Delegates Conference.
  2. The Chairperson's report.
  3. The Secretary's report.
  4. The Treasurer's report, which must include the external auditor's report.
  5. Election of NCR and Regulatory Committee members, Trustees and Patron  where necessary, in accordance with this Constitution and Rules.
  6. Appointment of the Auditors.
  7. Such other matters as NCR may decide on, and for which notice has been given in writing by any member, to the Secretary, at least 7 days before the date of the meeting.
  8. Any other business with the approval of the Chairperson.

SECTION 3:

PROCEDURE AT MEETINGS

  1. At all meetings of NEPHAK, the Chairperson or in his/her absence, the Vice-Chairperson, shall have the privilege of performing all his/her duties or in the absence of both and where their absence is communicated in writing and under their signatures, a member selected by the meeting shall take chair as ad-hoc chairperson.  If the Chairperson or his/her deputy arrives when the meeting is in session, the active chairperson shall vacate the seat after a short brief. Decisions made by an acting chairperson shall be valid.
  2. The Chairperson may at his/her discretion limit the number of persons permitted to speak in favour of and against any motion.
  • A simple majority shall decide a resolution by a show of hands. In case of equality of votes, the Chairperson shall have a second casting vote.

ARTICLE XI

ELECTION PROCEDURES:

SECTION 1:
        
All elective positions in the NCR shall be filled at the appropriate Delegates Conference by way of secret ballot, every two years or as provided under this constitution.

SECTION 2:

NOTICES

  1. Sixty calendar days (60) before the Delegates Conference/Annual General Meeting, the Secretary shall by notice in writing send to all members of the Organisation announcing that all the positions of the National Committee of Representatives are vacant and inviting nomination of candidates for election as members of the NCR.
  2. Such notice shall be in the prescribed form and shall specify the last day of nomination which shall not be less than forty (40) days before the date fixed for the Delegates Conference/Annual General Meeting.

SECTION 3:

NOMINATION:

  1. At any time not later than the last day for nomination two fully paid up member organisations of PLWHA from each region may nominate in writing to the Secretary a candidate for election to the National Committee of Representatives.
  2. A candidate for nomination must be a member of a fully paid up member  Organisation.
  3. Each nomination paper shall contain the full names and address of the candidate and the office for which he/she is nominated for and shall contain or be accompanied by a written consent in writing to serve if elected.
  4. If, in respect of any office, the number of candidates duly nominated to fill the vacancies announced does not exceed the number of vacancies, the persons so nominated shall be declared and deemed to be elected at the appropriate Delegates Conference/Annual General Meeting of the Organisation.

In the event of death or incapacity of any candidate for election to the NCR between the latest date for nomination and the last day for the receipt of completed nomination papers, resulting in there being an insufficient number of candidates or in the event that a sitting NCR member dies or is incapacitated there shall be held an extraordinary election for the NCR and office in respect of which the deceased and or incapacitated candidate was nominated. Consideration for candidature for the vacant office must be in accordance with the region from which the office fell vacant.

The procedure for the nomination and mode of elections of candidates in case of a Special Election shall be the same as in the case of an ordinary election hereinbefore contained and shall apply subject to all the necessary adaptations. 

SECTION 4:

ELECTIONS:

  1. NEPHAK Elections shall be carried out in accordance with the election rules that shall be agreed upon by the NCR. The Secretariat shall facilitate the carrying out of these elections.
  2. Subject to ARTICLE VI, SECTION 3 all members of NEPHAK shall have the right to attend and take part in all the Delegates Conference Meetings and the Special Delegates Meetings. Only fully paid up PLWHA   member organisations shall have the right to vote through one of their member who must be a PLWHA. Voting shall be carried out on a regional basis with only eleven members from each region having the right to vote except Nairobi, which will have thirteen votes.  Full member Organisations shall have a right to only one vote.
  3. Provided that on a poll, votes may be given by a representative of a member by proxy and provided that the instrument appointing the proxy shall be in writing and duly signed by a member so appointing, or a duly appointed agent for any group constituting members under this Constitution and Rules.  A proxy can be either a voting or non-voting member of NEPHAK provided no member should be entitled to be appointed a proxy of more than one absent member.
  4. There shall be only one vote for every member at any NEPHAK meeting. Voting shall be by secret ballot at all NEPHAK meetings, except when otherwise specified in accordance with this Constitution and Rules.
  5. Voting will be supervised by an independent returning officer of repute under rules approved by the DC, whose outcome if adopted by the DC will be final and binding on all members.

ARTICLE XII

MEETINGS:

  1. NEPHAK shall hold a Delegates Conference once every three two years provided the NCR shall whenever it deems fit convene a special delegates conference. 10 individuals representing member organisations and 2 individual members in accordance with this Constitution and its Rules and Regulations shall represent every Region. Observers may be invited to the Delegates Conference.
  1. An SDC shall, subject to the availability of funds, be called for any special reason contained in this Constitution and Rules by either the NCR or a member. Notice of such SDC shall be sent to all members not less than seven (7) days before the date thereof. Provided that such a conference shall be held on the requisition of not less than 1/3 of the voting members of NEPHAK. Such a requisition must state the object of the meeting in writing and must be signed by at least 15 fully paid up member organisation representatives so requisitioning the meeting and must be deposited at the headquarters of NEPHAK and duly brought to the attention of the Secretary.  The notice of such meeting will be 21 days from the date of requisition.  No other matters will be discussed except the object of the meeting.
  2. NCR will hold quarterly meetings (at least every 3 months) and the Executive Committee will hold bi-monthly meetings to review executive decisions. Senior staff and consultants may be invited to attend Executive Committee meetings discussing specific issues in their capacity as experts.
  3. In case of urgent matters, which require the approval of NCR, the Secretary will consult the chairperson on what action to take.  The decision thus reached, shall be subject to notification at the next Executive Committee meeting.

SECTION I:

 NOTICE OF MEETINGS:

  1. Notice of Annual General Meeting (DC) shall be in writing and shall be sent to all members of NEPHAK not less than 28 days exclusive of the day on which the notice is served and/or posted, specifying the place, day and hour of the meeting carrying the agenda; provided that if without an agenda or if called for a shorter notice, than that specified in this Constitution and Rules, it will nevertheless be deemed duly called if it is agreed by all members entitled to attend and vote, provided an agenda is approved.
  2. The quorum for DC or SDC, and NCR meetings will be half the members entitled to vote. The quorum for an Executive Committee meeting will be at least three members present.  The Chairperson will have a casting vote in case of a tie.

 SECTION 2:

THE AGENDA OF THE DELEGATES CONFERENCE:

 Shall consist of the following: -

  1. Confirmation of minutes of the previous Delegates Conference.
  2. The Chairperson's report.
  3. The Secretary's report.
  4. The Treasurer's report, which must include the external auditor's report.
  5. Election of NCR and Regulatory Committee members, Trustees and Patron  where necessary, in accordance with this Constitution and Rules.
  6. Appointment of the Auditors.
  7. Such other matters as NCR may decide on, and for which notice has been given in writing by any member, to the Secretary, at least 7 days before the date of the meeting.
  8. Any other business with the approval of the Chairperson.

SECTION 3:

PROCEDURE AT MEETINGS:

  1. At all meetings of NEPHAK, the Chairperson or in his/her absence, the Vice-Chairperson, shall have the privilege of performing all his/her duties or in the absence of both and where their absence is communicated in writing and under their signatures, a member selected by the meeting shall take chair as ad-hoc chairperson.  If the Chairperson or his/her deputy arrives when the meeting is in session, the active chairperson shall vacate the seat after a short brief. Decisions made by an acting chairperson shall be valid.
  2. The Chairperson may at his/her discretion limit the number of persons permitted to speak in favour of and against any motion.
  • A simple majority shall decide a resolution by a show of hands. In case of equality of votes, the Chairperson shall have a second casting vote.

ARTICLE XIII

AUDITORS:

  1. An auditor shall be appointed at DC or SDC from persons qualified and authorised to practice in Kenya.  All NEPHAK accounts, records and documents shall be open to the inspection of the auditor at any time.  The Treasurer shall produce an account of the NEPHAK receipts and payments made up to date for the financial year under review.
  2. The auditor shall examine such accounts and statements and certify either they are correct, duly vouched and in accordance with the law or incorrect, unvouched and not in accordance with the law.
  3. A copy of the auditor’s report on accounts and statements together with such accounts and statements shall be furnished to all members at the same time as the notice convening the DC.

ARTICLE XIV

FUNDS

  1. NEPHAK shall raise its funds from members subscription fees, donations and grants, project proceeds where applicable and any other lawful means and authorised by the NCR.
  2. The funds the NEPHAK shall be used only for the objects authorised by this Constitution and Rules.
  3. All monies and funds received shall be paid to the NEPHAK through the Treasurer and deposited in the name of the NEPHAK.
  4. No payment shall be made out of bank accounts without a decision of the Executive Committee; at any rate such authorisation will be in cheque form signed by any three (3) out of four (4) signatories of the EC, namely, the Chairperson, the Vice-Chairperson, the Treasurer and the Secretary/CEO.
  5. The National Secretariat will keep cash upto Kshs. 50,000.00 for petty cash disbursements with the authorisation of the Executive Committee, of which proper account shall be kept prior to any reimbursement.
  6. The NCR shall have powers to suspend any official or staff of the NEPHAK who it has reasonable cause to believe is not properly accounting for any of the funds or property of the NEPHAK.  It shall have power to appoint another person in his/her place, and institute legal procedures against defaulters if it deems fit. Such suspension shall be reported to the AGM/SGM to be convened not later than 3 months from the date of such suspension. The meeting will either ratify or annul such suspension provided that opportunity to be heard shall be accorded to the person so suspended by the DC/SDC.
  7. NEPHAK project funds shall not be distributed among individual members for personal use, whatsoever.
  8. Annual Financial reports shall be made in respect of the funds of NEPHAK and shall be submitted to the NCR for approval.

ARTICLE XV

PROTECTION AGAINST PERSONAL LIABILITY:

SECTION 1:
Every member of the National Committee of Representatives, every employee of the organisation and any other person acting on the lawful directions of the NCR, or the Chairperson or the Chief Executive Officer shall be indemnified against all costs, losses and expenses incurred in the discharge of their duties provided that the same was bona fide.

SECTION 2:
Provided that no payment shall be made under the indemnity unless the person against whom such claim is made:

  1. Has given notice in writing to the NCR within forty eight hours of the claim being made against them in respect of which he/she proposes to rely on the indemnity and
  2. Acts in response to such claim on the directions, if any, reasonably given to him/her by the NCR 

ARTICLE XV1

INSPECTION OF BOOKS AND LISTS OF MEMBERS:

The books of NEPHAK shall be kept at the office or such other place as the NCR shall deem fit and shall at all times be open for inspection by fully paid up members of the NEPHAK.

ARTICLE XVI1

AUDIT OF ACCOUNTS:

The NCR shall cause the proper books of accounts to be kept by the Treasurer in respect of:

  1. All sums of money received and expended by the NEPHAK and any other matter in respect of which receipts and expenditures have taken place.
  2. All sales and purchases of goods by the NEPHAK.
  3. The assets and liabilities of NEPHAK

Once at least every year, the accounts of the NEPHAK shall be examined and the correctness of the income and expenditure accounts and balance sheet ascertained by external auditors authorised to practice in Kenya under Kenyan law.

 ARTICLE XV1II

AMENDMENTS TO THE CONSTITUTION:

Subject to the provisions of Regulation 21(1) of the NGO Regulations, the Organisation may by special resolution passed modify or repeal this constitution or adopt a new constitution or change the name of the Organisation, provided that no such alteration, amendment or modification shall be made which shall impair or prejudice the effectiveness of the prohibitions contained in this constitution against distribution of income, property and assets of the Organisation to the members

  ARTICLE XIX

 DISSOLUTION AND DISPOSAL OF PROPERTY:

  1. The Organisation shall not be dissolved or wound up except by a resolution passed at a General Meeting of the members by votes of two-thirds of the members present. The quorum at the meeting shall be fifty per cent of all the all members of the Organisation.
  2. If no quorum is obtained, the proposal to dissolve or wind up the Organisation 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 Organisation at least 14 days before the date of the meeting. The quorum for this second meeting shall be the number of members present.
  3. The Organisation will not dissolve itself without prior consent in writing from the Non-Governmental Organisation Co-ordination Board obtained upon a written application addressed to the Executive Director of the Non-Governmental Organisations Co-ordination Board and signed by three of the officials of the organisation.
  4. Upon dissolution of the organisation, its remaining assets shall be distributed to another organisation(s) with similar objectives.

 ARTICLE XX

GENERAL RULES AND INTERPRETATION:       

  1. The Executive Committee is empowered to make rules and regulations for the good governance of NEPHAK. Such rules shall be submitted to the NCR for approval. Once approved the rules shall be circulated and shall become binding on all NEPHAK members.
  2. Interpretation of Rules - In the event of any question arising on the interpretation of any of these rules, the questions shall be referred to the NCR.  In case of dissatisfaction, either party can refer to members at the DC whose decision shall be final and binding to all members.
  3. A resolution shall be deemed as having been carried if passed by a simple majority of the voting members.  A declaration by the Chairperson that a resolution is carried and entry to the effect of minutes of the proceedings shall be sufficient evidence of the declaration without proof of proportion of the vote or against the resolution.
  4. Every member shall faithfully and fully abide by every decision made by the Organisation or by its officers acting under proper authority until such time as the decision is amended, reversed or revoked by a resolution in accordance with this Constitution and Rules.
No member shall disclose or attempt to disclose, or permit to be disclosed to any person who is not a member, any matter or things considered or in any way dealt with by NEPHAK without authority.

 
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