THE BRITISH BUSINESS ASSOCIATION OF KENYA CONSTITUTION AND RULES CONTENTS

THE BRITISH BUSINESS ASSOCIATION OF KENYA CONSTITUTION AND RULES CONTENTS 1. Name 2. Objectives 3. Membership 4. Office Bearers 5. Duties of Office Bearers 6. Executive Committee 7. Duties of Executive Committee 8. Meetings 9. Procedure at meetings 10. Trustees 11. Auditor 12. Funds 13. Branches 14. Amendments to the Constitution 15. Dissolution 16. Inspection of Accounts and List of Members Revised February 2011April 2015 1

THE BRITISH BUSINESS ASSOCIATION OF KENYA CONSTITUTION AND RULES 1. NAME The name of the society shall be THE BRITISH BUSINESS ASSOCIATION OF KENYA (in this constitution referred to as the Association ) 2. OBJECTS The Association is non-political and non-philanthropic and its objects are: - (i) (ii) (iii) (iv) (v) (vi) To promote British business interests in Kenya, the economic development of Kenya and the growth of trade between Kenya and Britain To assist members and others engaged in business between Kenya and Britain, and professionals involved therein To promote the image and the understanding of British business in Kenya To act as a point of contact between the British government (through the British High Commission) and the British business community in Kenya To assist and benefit from visitors to Kenya with interests relevant to those of the association and its members To provide social and cultural activities to benefit the interests of members of the Association (vii) To form branches at such places in Kenya as may benefit the Association (vii)(viii) To establish a British Chamber of Commerce in Kenya as a company limited by guarantee Formatted: List Paragraph, Left, No bullets or numbering 3. MEMBERSHIP (i) Eligibility for Membership The following are eligible for membership of the Association As Ordinary Individual Members: Any person who is resident in Kenya and(i) who is a senior employee, representative, director, alternate director or partner of a British company, firm, subsidiary, branch or affiliate of a British company or firm; or (ii) who in the opinion of the Executive Committee will further the objectives of the Association. 2

Any British citizen OR any other individual who in the opinion of the Executive Committee will further the objectives of the Chamber. As Corporate Members: Any company or firm established in Kenya or which operates in Kenya and which is engaged in business with any person in Britain or all or some of whose shareholders, directors or partners are British. A Corporate Member shall be represented in the Association by two of its named employees or directors as its authorized representatives. Any company/firm which operates in Kenya and is engaged in business with any person in Britain OR all or some of whose shareholders, directors or partners are British. Formatted: Font: (Default) Times New Roman As Platinum Members: Any corporate member - by invitation of the Executive Committee only. Restricted to the largest companies, which operate in Kenya and are engaged in business with any person in Britain OR all or some of whose shareholders, directors or partners are British. Formatted: Indent: Left: 3.81 cm, No bullets or numbering As Honorary Members: The British High Commissioner for Kenya for the time being and such other persons residing in Kenya as may be invited as honorary members by the Executive Committee from time to time for such period as the Executive Committee may decide. (ii) Election to Membership All candidates for membership shall be proposed by one Ordinary Member and seconded by another Ordinary or Corporate Member Proposals for membership of the Association shall be submitted in writing to the Executive Committee through the Secretary. Determination of eligibility and the election of proposed members to the Association shall be the responsibility of the Executive Committee whose decision shall be final. (iii) Annual Dues Annual Dues shall be payable by all the members of the Association in such amount as the Executive Committee may decide from time to time. Dues shall be payable in advance upon joining and on the 1 st of October of each year thereafter. If annual dues are not paid within 3 months of the due date and after written notice of non-payment has been given, the person shall cease to be a member and shall be so notified. The person may be restored to membership by majority vote 3

of the Executive Committee provided those dues in arrears have been paid, or specifically waived at the discretion of the Executive Committee. (iv) Resignation from Membership Any member desiring to retire from the Association shall submit his resignation to the Secretary in writing which shall take effect from the date of receipt by the Secretary of such notice. (v) (vi) If a member ceases to qualify for membership of the Association because of a change of circumstances in his employment, the member should accordingly inform the Committee who will need to determine the member s future membership status. Censure, Expulsion or Suspension of Members Any member may be censured, suspended or expelled for any conduct which is improper and prejudicial to the welfare and reputation of the Association by the Executive Committee, provided that ten days written notice shall be given to the member whose case may be thus under consideration, together with a statement of the allegation which has been made against him. (vii) No Refunds Any person who resigns or is removed from membership shall not be entitled to a refund of his subscription or any part thereof or any moneys contributed by him at any time. 4. OFFICE BEARERS The office bearers of the Association shall be (i) The Chairman (ii) The Vice-Chairman (iii) The Secretary (iv) The Treasurer All of whom shall be fully paid-up Ordinary Members or an authorized representative of a Corporate Member of the Association and shall be elected at the Annual General Meeting, apart from the Secretary who shall be the CEO of the British Chamber of Commerce Kenya. 5. DUTIES OF OFFICE BEARERS Chairman the Chairman shall, unless prevented by illness or other sufficient cause, preside over all meetings of the Executive Committee and all meetings of the Association Vice-Chairman the Vice-Chairman shall perform any duties of the Chairman in his absence Secretary the Secretary shall deal with all the correspondence of the Association under the general supervision of the Executive Committee. In cases 4

of urgent matters where the Committee cannot be consulted, he shall consult the Chairman or if he is not available the Vice-Chairman. The decisions reached shall be subject to ratification or otherwise at the next committee meeting. He shall issue proper and timely notices convening all meetings of the Executive Committee and all general meetings of the Association and shall be responsible for keeping minutes of all such meetings and for the preservation of all records of proceedings of the Association and of the Executive Committee. In the absence of both the Chairman and the Vice Chairman he shall call any meeting of the Executive Committee or of the Association to order and shall supervise the election of a Chairman for such meeting. He The Secretary shall support the work of all the office bearers and of any sub committees that are formed. Treasurer the Treasurer shall oversee receive and shall also disburse under the directions of the Executive Committee, all moneys belonging to the Association, ensuring that and shall issue rreceipts are issued for all moneys received by him and preserve vouchers preserved for all moneys paid by him. The Treasurer is responsible to the Executive Committee and to the members that proper books of account of all moneys received and paid by the Association are written up, preserved and available for inspection. He shall be prepared to report to each meeting of the Executive Committee on the accounts. 6. THE EXECUTIVE COMMITTEE (e) (f) The Executive Committee shall consist of all the office bearers of the Association and a maximum of five others from amongst the Ordinary Members and authorized representatives of Corporate Members elected at the Annual General Meeting. The Executive Committee shall meet at such times and places as it shall resolve but shall meet not less than once in every three months. The Executive Committee will invite a representative of the British High Commission, normally the First Secretary (Commercial), to attend meetings as a non voting member The Executive Committee may invite others whom in the interests of the Association they think fit to attend the Executive Committee from time to time Any casual vacancies on the Executive Committee shall be filled by the Executive Committee until the next Annual General Meeting Any member of the Executive Committee who ceases to be an Ordinary Member or authorized representative of a Corporate Member of the Association shall cease to be a member of the Executive Committee. Members of the Executive Committee may be removed from office in the same way as is laid down for the expulsion of members in rule 3(5) 7. DUTIES OF THE EXECUTIVE COMMITTEE The Executive Committee shall be responsible for the management of the Association and for that purpose may give directions to the office bearers as to 5

the manner in which, within the law, they shall perform their duties. The Executive Committee shall have power to appoint such sub-committees as it may deem desirable to make reports to the Executive Committee upon which such action shall be taken as seems to the Executive Committee desirable All moneys disbursed on behalf of the Association shall be authorised by any two members of the Executive Committee except as specified in rule 12 The quorum for meetings of the Executive Committee shall not be less than three members Each member of the Executive Committee shall have one vote. The Chairman shall have a casting vote. 8. MEETINGS (1) General Meetings There shall be two classes of general meetings Annual General Meetings and Special General Meetings (i) The Annual General Meeting shall be held in Nairobi at such time and place as the Executive Committee shall designate not later than 20 th February in each year. Notice in writing of such Annual General Meeting, accompanied by the annual statement of account (see rule 11 and the agenda for the meeting shall be sent to all members not less than 21 days before the date of the meeting (ii) The agenda of any Annual General Meeting shall consist of the following (e) (f) Confirmation of the minutes of the previous Annual General Meeting Consideration of the accounts Election of office bearers and the Executive Committee members (and trustees where necessary in accordance with Rule 10 ) Appointment of auditors in accordance with Rule 11 Such other matters as the Executive Committee may decide or as to which notice shall have been given in writing by a member or members to the secretary at least four weeks before the date of the meeting Any other business with the approval of the Chairman 6

(e) A Special General Meeting may be called for any specific purpose by the Executive Committee. Notice in writing of such meeting shall be sent to all members not less than seven days before the date there off A Special General Meeting may also be requisitioned for a specific purpose by order in writing to the Secretary of not less than ten members having the right to vote at members meetings and such meeting shall be held within twenty one days of the date of the requisition. No matter shall be discussed other than that stated in the requisition. The quorum for general meetings shall be not less than ten members present in person or by proxy and having the right to vote. (2) Regular Meetings Regular meetings of the Association shall be held monthly or otherwise as the Executive Committee may designate. These meetings may take place as a monthly lunch, for which members may be charged to cover costs. (3) Voting and other Rights of Members Each Corporate Member shall appoint by notice in writing to the Executive Committee two of its employees as its authorized representatives for the purposes of representing it in matters concerning the Association including being eligible to attend meetings of the Association and vote on its behalf and be eligible to be elected on to the Executive Committee. The two authorized representatives of the Corporate Member shall be entitled to attend the members meetings provided that the Corporate Member shall be responsible for all their costs. Each Corporate Member shall be entitled to one vote. An Ordinary Member shall have one vote at the members meetings of the Association and be eligible to be elected on to the Executive Committee. An Honorary Member shall not be entitled to vote at the members meetings of the Association nor be eligible to be elected on to the Executive Committee 9. PROCEDURE AT MEETINGS At all meetings of the Association the Chairman, or in his absence, the Vice- Chairman, or in the absence of both these officers, a member selected by the meeting shall take the chair The Chairman may at his discretion limit the number of persons permitted to speak in favour of and against any motion 7

Resolutions shall be decided by simple voting by a show of hand. In the case of equality of votes, the Chairman shall have a second or casting vote A member entitled to vote at a general meeting of the Association may appoint in writing an Ordinary Member or an authorized representative of a Corporate Member as his proxy. The instrument appointing a proxy shall be substantially in the following form: I/We of., being a member/members of the above-named society, hereby appoint.of or failing him.of. as my/our proxy to vote for me/us on my/our behalf at the [Annual or Special (as the case may be)] General Meeting of the society to be held on the day of..20, and at any adjournment thereof. Signed this.day of., 20. 10. NOTICES All notices or other communications to be given to members of the Association and/or members of the Executive Committee pursuant to this constitution shall be made in writing and may be sent by letter or e-mail and shall be deemed to be duly given or made: (i) (ii) in the case of personal delivery, when dispatched or three (3) working days after being dispatched by post and postage prepaid to such member at his/its address notified to the Secretary by the member; and in the case of email when transmitted unless a undeliverable message is received by the Association. 11. TRUSTEES All land, buildings and other immovable property and all investment and securities acquired by the Association shall be vested in the names of not less than two trustees who shall be members of the Association or one trustee which shall be a trust corporation. The trustees shall be appointed at an Annual General Meeting. A general meeting shall have the power to remove any of the trustees and all vacancies occurring by removal, resignation or death, shall be filled at the same or next general meeting. The trustees shall pay all income received from property vested in the trustees to the treasurer. Any expenditure in respect of such property which in the opinion of the trustees is necessary or desirable shall be reported by the trustees to the Executive Committee which shall authorise expenditure of such moneys as it thinks fit. 12. AUDITOR 8

An auditor shall be appointed for the following year by the Annual General Meeting. All the Association s accounts, records and documents shall be open for inspection by the auditor at any time. The Treasurer shall produce an account of his receipts and payments and a statement of assets and liabilities for the immediately preceding financial year. The auditor shall examine such annual accounts and statements and either certify that they are correct, duly vouched and in accordance with the law or report to the Association in what respect they are found to be incorrect, unvouched or not in accordance with the law. 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. An auditor may be paid such honorarium for his duties as may be resolved by the Annual General Meeting appointing him No auditor shall be an office bearer or a member of the Executive Committee of the Association 13. FUNDS (e) (f) The funds of the Association may only be used for purposes consistent with the objects of the Association All moneys and funds shall be received by and paid to the Treasurer and shall be deposited by him in the name of the Association in any bank or banks approved by the Executive Committee No payments shall be made out of the bank account without the authorisation of any two members of the Executive Committee and all cheques on such bank account shall be signed by any two members of the Executive Committee A sum not exceeding such limit as the Executive Committee may from time to time decide may be kept by the Treasury for petty disbursements of which proper account shall be kept The Executive Committee shall have power to suspend any office bearer who it has reasonable cause to believe is not properly accounting for any of the funds or property of the Association and shall have power to appoint another person in his place. Such suspension shall be reported to a general meeting to be convened on a date not later than two months from the date of such suspension and the general meeting shall have full power to decide what further action should be taken in the matter The financial year of the Association shall be from 1 st October to 30 th September unless and until otherwise resolved by the Association 14. BRANCHES 9

Branches of the Association may be formed with the approval of the Executive Committee and the Registrar of Societies and they will adopt the same constitution as that of the headquarters with the following exceptions The aims and objects will not include the formation of branches Amendments to the constitution can only be made by the headquarters of the Association in accordance with the provisions of Rule 15. The provisions of Rule 16 shall apply to branches but, in addition, branches will not be dissolved without consultation with their headquarters. 15. AMENDMENTS TO THE CONSTITUTION Amendment of the constitution of the Association must be approved by at least two thirds majority of the members present in person or by proxy at a general meeting. They cannot, however, be implemented without the prior consent in writing of the Registrar of Societies, obtained upon application to him made in writing and signed by three of the office bearers. 16. DISSOLUTION The Association shall not be dissolved except by a resolution passed at a general meeting convened expressly for that purpose by a vote of two thirds majority of the members present. The quorum at the meeting shall be as shown in rule 8 (1) (e). If no quorum is obtained, the proposal to dissolve the Association shall be submitted to a further general meeting which shall be held one month later. Notice of this meeting shall be given to all members of the Association at least fourteen (14) days before the date of the meeting. The quorum of this second meeting shall be the number of members present in person or in proxy. Provided, however, that no dissolution shall be effected without prior permission of the Registrar of Societies obtained upon application to him made in writing and signed by three of the office bearers. When the dissolution of the Association has been approved by the Registrar of Societies, no further action shall be taken by the Executive Committee or any office bearer in connection with the aims of the Association other than to get in and liquidate for cash all the assets of the Association. Subject to the payment of all the debts of the Association, the balance thereof shall be distributed in such other manner as may be resolved by the meeting at which the resolution for dissolution is passed. 17. INSPECTION OF ACCOUNTS AND LIST OF MEMBERS The books of accounts and all documents relating thereto and list of members of the Association shall be available for inspection at the registered office of the Association by 10

any officer or member of the Association on giving not less than seven days notice in writing to the Association. 11