This is the official Constitution of the Midwives Association of Kenya, ratified by Members in 2016.
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THE CONSTITUTION FOR THE MIDWIVES ASSOCIATION OF KENYA
GITHII & CO. ADVOCATES
BRUCE HOUSE, 9TH FLOOR, STANDARD STREET
P.O.BOX 10302 – 00100
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THE MIDWIVES ASSOCIATION OF KENYA CONSTITUTION
SECTION 1: NAME
The name of association shall be “Midwives Association of Kenya” abbreviated as “MAK” and herein referred to as "the Association".
SECTION 2: LIST OF ABBREVIATIONS
AGM Annual GeneralMeeting
CONAMA Confederation of AfricanMidwivesAssociations
ICM International Confederation of Midwives
MAK Midwives Association of Kenya
NEC National Executive Committee
SECTION 3: OBJECTIVES
The Association shall be non-political and non-partisan. The Objectives of the Association are to:
1. Promote the highest standards of midwifery education, research and practice;
2. Promote the integrity of the midwifery profession;
3. Provide linkages, networks and collaborations with other relevant national and international organizations for the rapid midwifery professional growth & development in Kenya;
4. Promote national midwives’ cohesion through the formation of regional and county sub chapters of the association;
5. Hold annual scientific conferences and periodic meetings for the members of the society for professional, educational and social purposes;
6. Disseminate evidence based midwifery practices through periodic formal clubs and civil societies/community;
7. Do all such other acts and things as may be necessary and appropriate in order to achieve the above objectives.
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SECTION 4.0: MEMBERSHIP
Any individual person championing the cause of midwifery is eligible to becoming a member of the Association.
Any person desiring to become a member shall apply for membership from Regions, Counties and Sub–Counties in their respective areas.
SECTION 4.1: MEMBERSHIP CATEGORIES
Membership shall be in the following categories:
a. Ordinary Member being any person holding a midwifery professional qualification with fully paid up membership fees regardless of the area of practice. Membership in this category shall be conferred within fourteen (14) calendar days upon payment of an entrance fee of Kenya Shillings One Thousand only (KSh. 1000), a figure to be determined from time to time. Every member shall also pay a monthly subscription fee of Kenya Shillings Three Hundred only (Kshs. 300/-) not latter that the 15th day of each month, a figure to be determined from time to time;
b. Associate Member being any person with a special interest in Reproductive/maternal and child health care supporting midwives. Their membership fee shall be half of the ordinary membership fee;
c. Student Midwife being persons undergoing a midwifery course at any level of training. Their membership fees shall be half of the ordinary membership fees;
d. Customer member being a non midwifery professional interested in supporting the midwifery profession in any positive way. The decision to award such a membership shall be determined and approved by the NEC upon written request from self or other member;
e. Honorary Member is for the midwives to award membership to any person who has rendered significant services to midwifery or one who consistently and significantly promotes the objectives of The Association. . The decision to award such a membership shall be determined and approved by the NEC upon written request from self or other member;
f. Life Member being professional midwife willing and signs to support midwifery with a standard critical resource. The decision to award such a membership shall be determined and approved by the NEC upon written request from self or other member.
SECTION 4.2 REGISTER OF MEMBERS
Registered members of the Association shall have their names written and maintained in a register of the Midwives Association of Kenya:
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a. The register shall be kept at the Association secretariat In the absence of a secretariat, the register shall be kept by the secretary of the association;
b. Access to the register/database shall be at the discretion of the NEC and the Association Secretariat.
SECTION: 4.3: MEMBERSHIP FEES
a. The members are personally responsible for the payment of their entrance and subscription fees through agreed financial systems each year;
b. The secretariat shall secure and ensure membership in the Association in accordance with the procedures set out below through regional and/or county representatives elected by members;
c. The entrance, subscription and other membership fees may be determined by the NEC from time to time;
d. Any membership fee balances or final annual membership fees may be settled by members during the AGM upon approval by the NEC.
SECTION 4.4: TERMINATION OF MEMBERSHIP
A person shall cease to be a member of the Association in the following circumstances:-
a. Upon written resignation by a fully paid up member to the secretary of the association; and shall take effect from the date of receipt of such a letter; In this case, no refund of membership fees or any other payment shall be made to members whose membership hasresigned;
b. Upon receipt of a Notification of a member’s death by the secretary of the association;
c. If a member is expelled from the register or Roll of the Nursing / Midwifery Council of Kenya or other similar statutory body leading to withdrawal of authorization to practice as a midwife in Kenya;
d. If a member contravenes any provision of the constitution of The Association acts contrary to the objectives and interests of The Association or continuously acts inappropriately or in a manner that is harmful or contrary to the reputation, dignity, spirit or interest of The Association or any of its members. However, no member shall be terminated on this ground without first being given an opportunity to appear before the Executive and advisory Board to answer any complaints made against him/her. The Executive committee shall have powers to suspend such a member until he/she is heard. The Association shall not be entitled to a refund of his subscription or any part thereof or any money’s contributed by him at anytime;
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e. If a member fails to pay the annual membership subscription for two (2) years consecutively. In this case, the NEC may. However, at its discretion, reinstate such a member on payment of the total outstanding fees;
f. On dissolution of the Association. In this case, no refund of membership fees or any other payment shall be made to members whose membership has been terminated.
SECTION: 4.5: RESIGNATION OF MEMBERSHIP
A member of the Association is free to resign from membership when they deem fit. However, a member can re-apply for membership after a period of two (2) years from the date of resignation.
SECTION: 4.6: MEMBERS’ LIABILITIES
The liability of a member to contribute towards the payment of debts and liabilities of the Association or costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect to his/her membership in The Association as required.
SECTION: 4.7: DISCIPLINING MEMBERS
The members of The Association shall be disciplined in accordance with the Code of Conduct for Members as approved by the NEC.
SECTION: 4.8: RIGHT OF APPEAL OF A DISCIPLINED MEMBER
A terminated member shall be entitled to lodge an appeal to the NEC within sixty (60) days upon receipt of a written notification of such termination for consideration at the next NEC meeting. Membership shall remain terminated until a decision has been made and communicated to the appellant in writing. The decision of the NEC shall be final.
SECTION:5.0 OFFICE BEARERS
SECTION:5.1 DUTIES OF OFFICE BEARERS
a) Chairperson- the Chairperson shall, unless prevented by illness or other sufficient cause,
preside over all meetings of the committee and at all general meetings;
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b) Vice-Chairperson- the Vice chairperson shall perform any duties of the Chairperson in his absence;
c) Secretary- The secretary shall deal with all the correspondence of the association under the general supervision of the committee. In case of urgent matters where the committee cannot be consulted, he shall consult the Chairman or if he/she is not available, the Vice Chairman. The decisions reached shall be subject to ratification or otherwise at the next committee meeting. He shall issue notices convening all meetings of the 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 committee;
d) Assistant Secretary- In the absence of the Secretary, the Assistant Secretary shall perform all the duties of the Secretary and such other duties as shall be assigned to him/her by the Secretary or Committee whether the Secretary is present or not;
e) Treasurer- The treasurer shall receive and shall also distribute, under the directions of the committee, all moneys belonging to the association and shall issue receipts for all moneys received by him and preserve vouchers for all moneys paid by him. The treasurer is responsible to the committee and to the members that proper books of account of all money received and paid by the association are written up, preserved and
available for inspection;
SECTION 6.0: THE NATIONAL EXECUTIVE COMMITTEE
a) The National Executive Committee of the Association shall consist of Twenty (20) members:
I. The Office bearers
II. Eight (8) regional representatives; demarcated;
III. 1 Student Midwives’Representative;
IV. 1 Life Member Representative;
V. 1 Honorary Member Representative;
VI. 1 Consumer Member Representative;
VII. 2 Co-opted Members
VIII. 1 Ex-official member-nominee;
All of whom shall be fully paid-up members of the association and shall be elected at the annual general meeting to be held in each year.
b. The Office Bearers and National Executive Committee members shall hold office from the date of election until the third succeeding annual general meeting i.e. Annual General Meeting following the date of the member’s elections, subject to the conditions contained in sub-paragraphs (a) and (d) of this Section and hence shall be eligible for re-election for a second term;
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c. The Office Bearers and National Executive Committee members shall serve a maximum of two terms of Three (3) years each and may stand for re-election after a Three (3) years break;
d. Any Office bearer or National Executive Committee member who ceases to be a member of the Association shall automatically cease to be an office bearer and/or National Executive Committee member thereof;
e. An office bearer or National Executive Committee member may be removed from office or suspended by the NEC on failure to attend three consecutive meetings without good cause or if the Official’s actions are contrary to the objects and interests of the Association;
f. Vacancies thus create shall be filled by persons elected at the AGM at which elections are to take place.
SECTION 6.2: DUTIES OF THE NATIONAL EXECUTIVE COMMITTEE
a. The Regional representatives shall attend executive meetings and represent the interests of their regions at the executive committee. The regions referred herein, unless otherwise decided by the members and approved by the NEC, are as per the demarcations of the last provincial boundaries of the country before
b. Student Midwives’ Representative shall attend executive meetings and represent the interests of student midwives at the executive committee. The Student Midwives’ Representative shall be elected by student midwife members during the AGM in which elections are conducted;
c. The Life Member Representative shall be a life member nominated by life members during the AGM in which elections are conducted, and shall represent the interests of other life members;
d. The Honorary Member Representative shall be a honorary member nominated by honorary members during the AGM in which elections are conducted, and shall represent the interests of other honorary members;
e. The Consumer Member Representative shall be a Consumer Member nominated by Consumer Members during the AGM in which elections are conducted, and shall represent the interests of other Consumer Members;
f. The co-opted members as provided by Section 9 (e) of this constitution shall be members in order to preserve constitutional memory to ensure smooth transition and running of the association;
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g. The Ex-official member shall be a person nominated and appointed by the NEC in the First (1st) NEC meeting after elections, from either the Nurses/Midwives Council, or a Midwifery Training Institution, or The Ministry of Health, or any association related to MAK or a Union on the basis of the nominee with most
desired contribution to the interests of MAK at the time.
SECTION 6.3: GENERAL FUNCTIONS OF THE EXECUTIVE COMMITTEE
The functions of the NEC shall be as outlined below:
a. Coordinate and manage the Association’s affairs and give directions to the national, regional and county office bearers within the framework of the Association’s Objectives and the Laws of Kenya;
b. Approve and initiate projects that support the achievement of the objectives of The Association;
c. Link members to other relevant professional organizations and institutions that adds value to the midwifery profession;
d. Organize midwives’ professional events in the set regions e.g. Midwives’ week activities;
e. Organize yearly events like general meetings and scientific conferences;
f. Campaign/lobby and approve The Association membership in each region;
g. Participate in the relevant sub-committees;
h. Manage the resources available prudently so as to maximize benefits to The Association’s Members and communities served;
i. Organize for quarterly progress review meetings and at least one annual key Event;
j. Lobby for the appointment by the Minister for Health of one or more Members to relevant national policy formulation teams.
SECTION 6.4: POWERS OF THE NATIONAL EXECUTIVE COMMITTEE
The powers of the NEC are as laid down in the Operational guidelines
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SECTION 6.5: NATIONAL EXECUTIVE COMMITTEE MEETING AND QUORUM
The NEC shall meet not less than once in any three months, at such time and place and in such manner as the NEC determines. The quorum of the meetings of the National Executive Committee shall be not less than two thirds of its members.
SECTION 6.6: DELEGATION BY NATIONAL EXECUTIVE COMMITTEE
a. The NEC may, by instrument of writing, delegate to one (1) or more Sub-committees (consisting of such members of the Association as the NEC deems fit) to carry out the exercise of such functions of the NEC as are specified in the Constitution, other than:
b. This power of delegation.
i. Functions imposed on the NEC by virtue of the Constitution, by any other law of the state, or by resolution of the Association in a General Meeting;
ii. A function, the exercise of which has been delegated to a committee under this article, may, while the delegation remains unrevoked, be exercised form time to time by the sub-committee in accordance with the terms of the delegation of authority and responsibility;
iii. A delegation under this Section may be made subject to such conditions or limitations as to the exercise of any function or as time or circumstances, as may be specified in the instrument of delegation of authority and responsibility;
iv. Notwithstanding any delegation under this Section, NEC may continue to exercise any functions delegated to the sub-committee;
v. Any act or thing done or suffered by a committee acting in the exercise of a delegation under this article has the same force and effect as it would have been done or suffered by the NEC;
vi. The NEC may, by instrument in writing, revoke wholly or in part any delegation under this article;
vii. The terms of reference of the sub-committee, as accepted by the NEC shall be deemed to be an instrument of delegation as documented;
viii. All sub-committee members must be members of the Association.
c. A Sub-committee is required to:
i. Record minutes of all meeting;
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ii. Lodge a copy of all minutes of meeting in the office of the association;
iii. Elect/designate a member to report on Sub-committee activities at regular
intervals to the NEC;
iv. Make recommendations to the NEC regarding particular activities or expenditure, which may require NEC assent.
SECTION 7.0: TECHNICALCOMMITTEES/SUB-COMMITTES
In accordance with the Constitution, the following sub-committees shall be formed and the functions for these sub-committees are detailed in the Operational guidelines:
a. Education Committee;
b. Clinical Practice Committee;
c. Regulatory/Professional Conduct Committee;
d. Leadership, Governance and Management Committee;
e. Research/ advocacy Committee.
SECTION 8.0: ORGANIZATION OF THE ASSOCIATION
SECTION 8.1: ASSOCIATION SECRETARIAT
i) Executive Administrator
a. The Executive Administrator of the Association shall be hired on contractual terms through a competitive process advertised by the national executive in at least two high impactdaily newspapers to serveon a three
(3) year term,for a maximum of two (2) terms, renewable by the NEC at the times specified and in accordance with the provisions of the Constitution
b. Must within one (1) month of his/her appointment lodge with the Registrar of Societies a notice of appointment in the approved form
c. The Executive Administrator shall be the supervisor of the secretariat for day to day running of the Association.
d. In the event of any change of residential address, must within one (1) month of the change lodge with the Registrar of Societies a notice of change in the approved form.
ii) Office of the Executive Administrator
a. The office of the Executive Administrator shall become vacant if s/he resigns from office, term of office contract expires, dies or ceases to reside in the Republic of
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b. Where a vacancy occurs in the office of the Executive Administrator, the NEC must within fourteen (14) calendar days of the vacancy being declared appoint a person suitable to act until the position is filled.
iii). Secretary/Office Manager
a. To assist in the day to day running of the Association offices at central and regional offices.
SECTION9.0: VACANCIES AND CO-OPTIONS
a. A seat shall be vacant:
i. At the end of the tenure of office during an election year;
ii. By way of resignation, ceasing to be a member of the Association or absence for more than 3 consecutive ordinary meetings;
iii. If a member is convicted of a criminal offence (other than a traffic offence) or if such member is held to be professionally negligent by the Nursing or Midwives’ Council or otherwise unfit to be a member of the Association.
b. In the office of the chairman, the vice chairman shall become chairman for the remainder of the term;
c. In the office of the vice chairman, the secretary shall become vice chairman for the remainder of the term;
d. In the event of the other NEC positions, they shall be filled by appointment of an eligible Midwife until the next Annual General Meeting of the MAK. Appointment shall be done by NEC members during an Extra-ordinary Meeting which shall convene within 28 days of the vacancy being declared;
e. The outgoing Chairman and Secretary shall be co-opted as non-voting members of the Executive Committee for the next one term or as decided by the sitting committee in order to preserve constitutional memory.
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SECTION10.0: NOMINATION AND ELECTION OF OFFICE BEARERS
SECTION10.1: NOTICE TO NOMINATION OF CANDIDATES
At least four (4) months prior to the date fixed for the AGM at which the election is to take place, The Association secretary shall send notice to all members inviting nomination of candidates.
SECTION 10.2: CRITERIA OF NOMINATIONS OF CANDIDATES
Nominations for the NEC shall be fully paid up members of the Association with midwifery experience of not less than 5years at any level of practice, and holding a valid practice license from the nurses/midwives council of Kenya. The nominees should also fulfill other requirements for holding public office according to the laws of Kenya.
SECTION 10.3: NOMINATIONS OF CANDIDATES
Nominations of candidates for election to the NEC of the Association shall be:
a. Made in writing on the designated form, endorsed by any ten (10) members of the association. The dully filled nomination form shall be accompanied by written consent of the candidate;
b. Delivered to the secretary of the Association not less than two (2) months before the date fixed for holding of the AGM at which the election is to take place;
c. If insufficient nominations are received to fill vacancies on the NEC, the candidates nominated shall be deemed to be elected and further nominations shall be received from the members present at the AGM at which the election is to take place.
SECTION 10.4: ELECTION OF MEMBERS
The ballot for the election of office bearers and members of the NEC shall be conducted at an AGM every three (3) years.
SECTION 10.5: ELECTION OF CANDIDATES
a. If insufficient further nominations are received, any vacant position(s) remaining on the NEC shall be deemed to be Casual vacancies;
b. If the number of nominations is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected;
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c. If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall beheld.
SECTION 10.6: NATURE OF VOTING
Those members present, and voting, shall record their preference by secret ballot.
SECTION10.7: ELECTION COMMISSIONERS/RETURNING OFFICER
Independent Election Commissioners/Returning Officer shall be appointed by the NEC, and they shall:
a. Distribute and collect ballot papers;
b. Tally all votes;
c. Inform the meeting of the outcome of the ballot;
d. Be engaged by and at the cost of the association from a reputable professional organization competent to handle the elections.
SECTION 10.8: HANDLING ELECTION DISPUTES
a. The Returning Officer may be requested to undertake a recount of the votes, but only immediately after the completion of the counting exercise, and prior to the declaration of the elected members by the Returning Officer;
b. Any disputes should be presented immediately to the Returning Officer on completion of the voting and counting exercise;
c. Ballot papers shall be destroyed after 3 months following an election;
d. No disputes or queries shall be entertained after closure of the General Meeting.
SECTION 10.9: THE WINNER OF ELECTION
a. A candidate for election who receives the votes of the majority of the members shall be declared elected;
b. Similarly, any item on the Agenda of the Meeting receiving majority votes shall be declared passed and/or approved.
SECTION 10.10: ENTITLEMENT TO VOTING
No person shall be entitled to vote at any AGM of the Association on any matter arising therein, unless that person is at the time of AGM, a fully paid up member of the Association for not less than six (6) months.
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SECTION 11.0: GENERAL MEETINGS
There shall be two classes of general meetings- annual general meetings and special general meetings
SECTION11.1: ANNUAL GENERAL MEETINGS(AGMS)
a. The AGMs shall consist of all members of the Association. All fully paid up members shall have one vote each at the AGM. Honorary, consumer, student, ex official and life members may contribute neutrally and shall have no voting rights at the AGM;
b. The AGM shall be held not later than 31st December in each year.
c. Notice in writing of such annual general meeting accompanied by the meeting shall be sent to all members not less than twenty (21) days before the date of the meeting and, where practicable, by advertisement in at least two high impact daily newspapers not less than 14 days before the date of the meeting. The theme will be agreed upon and circulated to the regions through the representatives;
d. The agenda for any annual general meeting shall consist of the following:
i. Opening remarks from the chair;
ii. Apologies and confirmation of quorum;
iii. Confirmation of the minutes of the previous annual general meeting and discussion of matters arising;
iv. Notice of Motion/correspondences by Secretary;
v. Treasurer’s Report;
vi. County/Regional representatives Reports;
vii. Executive Director’s Report;
viii. Appointment of auditors in accordance with Section 14;
ix. Appointment of Returning Officers in Accordance to Section 10.7;
x. Election of office bearers and the committee members (and trustees where necessary) in accordance with Section 10, in an election year;
xi. Agreement on key activities or issues to be addressed;
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xii. Such other matters as the committee may decide or as to which notice shall have been given in writing by a member or members to the secretary at least four weeks before the date of the meeting;
xiii. Any other business with the approval of the Chairman;
e. The quorum for the AGM shall be two-thirds of fully paid up members;
SECTION11.2: SPECIAL GENERAL MEETINGs (SGMs):
a. The NEC shall, upon request, in writing, of a minimum of a two third of the registered members of the Association, out of the eight (8) regions in Kenya, convene a Special General Meeting for any specific purpose;
b. Notice in writing indicating the date, time and venue of such meeting shall be sent to all members not less than 7 days before the date thereof and where practicable by press advertisement not less than 7 days before the date of such meeting;
c. A special general meeting may also be requisitioned for a specific purpose by order in writing to the secretary of not less than one-third of the members and such meetings shall be held within 21 days from the date of requisition. The notice for such meeting shall be as shown in Section 11.2 (b) and no matter shall be discussed other than that stated in the requisition;
d. The quorum for the SGM shall be two-thirds of all members.
SECTION 11.3: GENERAL MEETINGS PROCEDURES AND QUORUM
a. A number of members equaling 2/3 of the total membership entitled to vote at a General Meeting constitute a quorum for the transaction of business at a General Meeting;
b. Not Notwithstanding any other provision of this Constitution, in the event that no existing members of the NEC are able to continue, then any member of the Association has the power in this instance to call an Extra-ordinary General Meeting to form a new NEC.
c. If at the adjourned meeting a quorum is not formed within sixty (60) minutes after the time appointed for the commencement of the General Meeting, the elected members present, being not less than 2/3 for the NEC meeting and five percent (5%) of the fully paid up members, constitute a quorum.
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SECTION 11.4: PROCEDURE AT MEETINGS
a. The chairperson shall preside as chair at each AGM. In his/her absence, the vice Chairperson shall preside as the Chairperson;
b. If the Chairperson and the vice chairperson are absent from the AGM or unwilling to act, the NEC members present shall elect one (1) of their members as Chairperson;
c. The Chair may, at his discretion limit the number of persons permitted to speak in favor of and against anymotion;
d. Resolutions shall be decided by simple voting by a show of hands. In the case of equality of votes, the Chair shall have a second or casting vote.
SECTION 11.5: ADJOURNMENT OF MEETINGS
Where an Annual General Meeting is Adjourned for twenty-one (21) calendar days or more, the secretary MUST give written or verbal notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of business to be transacted at that meeting.
SECTION 11.6: VOTING
a. Subject to availability of fully paid up members upon any question arising at a General Meeting of the Association, a member has one (1) vote only;
b. All votes must be given in person;
c. A member is not entitled to vote at any General meeting of the Association if s/he has
not a fully paid annual membership subscriptions.
SECTION 11.7: VOTE OF NO CONFIDENCE
a. The vote of no confidence can be applied to individual members of NEC or Regions or Counties or Sub-Counties;
b. This shall confer if two/thirds (2/3) of the members are in favor & shall be done by secret
c. Cases such as inactiveness, offensive and rude Behavior, failure to attend or conduct three consecutive meetings without any valid reason attract a vote of no confidence;
d. Prior to the scheduled date for the meeting, using the association’s network for personal and/or political intention and using political power to abuse the association attract a vote of no confidence.
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SECTION 12: ADVISORY BOARD:
a. The Advisory Board members shall be nominated during the AGM every three years;
b. The membership of the Advisory Board shall comprise of senior midwives and partners committed to development of the midwifery profession;
c. The Board shall comprise of between five (5) and seven (7) members;
d. The Board members shall meet at most two (2) times a year to evaluate activities of the Association, at such time and place as it shall resolve;
e. The resolutions of this board shall be communicated in written to the secretary of the NEC to be tabled in the immediate next NEC meeting for consideration.
SECTION 13.0: TRUSTEES
a. All land, buildings And other immovable property and all investments and securities which shall be acquired by the association shall be vested in the names of no less than five (5) Trustees who shall be members of the association and shall be appointed at an annual general meeting to serve for a period of three (3) Years. On retirements such trustees and all vacancies occurring by removal, resignation
or death, shall be filled at the same or next general meeting.
b. 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 NEC which shall authorize expenditure of such moneys as it thinks fit.
SECTION 14.0: AUDITOR FOR THE ASSOCIATION
a. An Auditor shall be appointed for the following year at an AGM or at other times as provided for by this Constitution, or when directed by the NEC. The Auditor shall:
i. Audit the books, accounts and related documents of the Association;
ii. Examine such annual account and statements and either clarify that they are correct, duly vouched and in accordance with the laws and report to the association in what respect they are found to be incorrect, un vouched or not in accordance with the law;
iii. Report whether in their opinion, the Treasurer’s statement and report is properly drawn up and exhibits a true and fair view of the state of affairs of the Association, according to the best of their information and explanations given to them and as shown by the books of the Association;
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iv. At the Annual General Meeting each year, present an audited account and Balance Sheet to Members attending the Annual General Meeting.
b. Accounts shall be audited by appointed Auditors before each annual general Meeting;
c. All the association’s accounts, records and documents shall be opened for the inspection of the auditor(s) at any time. The Treasurer shall produce an account of his receipts and payments and a statement of assets and liabilities made up to a date which shall not be less than six weeks and not more than three months before the date of the annual general meeting;
d. A copy of the auditor’s report on the accounts and statements together with such accounts and statements shall be furnished to all members at the same time as the notice convening the annual general meeting is sent out. An auditor may be paid such honorarium for duties as may be resolved by the annual general meeting appointing him;
e. No auditors shall be an office bearer or a member of the committee of the association.
SECTION15.1: FINANCIAL YEAR
a. The financial year for the Association shall run from 1st January to 31st December of each calendar year of the Association’s life.
b. An annual budget shall be prepared for proposed activities of the association.
SECTION15.2: SOURCES OF FUNDS
i. The funds of the Association shall be derived from Regions, Counties and Sub-Counties contributions, entrance and monthly subscriptions of members, fund raising projects, donations and investments, subject to any resolution passed by the Association in a General Meeting and such other sources as the NEC shall determine;
ii. Individual members shall be allowed to fundraise for the association. Donors of funds that are intended for the benefit of a specific individual (and not the Association) should specify this request in writing to the Association eg. Scholarships, conference registration etc;
iii. Regions, Counties and Sub-Counties may charge a fee for Regions, Counties and Sub-Counties Association’s activities at their level for fundraising (in addition to the annual membership subscription share as provided by Section 15.3 (a)below;
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SECTION 15.3: EXPENDITURE
a) Funds raised by the Regions, Counties and Sub-Counties remain the property of the Regions, Counties and Sub-Counties respectively. However, 70% of the monies raised are to be maintained at the Regions, Counties and Sub-Counties, while 30% is remitted to the association secretariat for supportive operational purposes and Registration dues for affiliations to relevant professional bodies like ICM, CONAMA etc;
b) In the event of dissolution of the Regions, Counties and Sub-Counties, all monies are to be transferred to the association and be held in trust against reformation of the Regions, Counties and Sub-Counties at a later date;
c) All debts incurred by the Regions, Counties and Sub-Counties remain the business of the Regions, Counties and Sub-Counties and may not be passed on to the association secretariat;
d) A copy of the financial records of the Regions, Counties and Sub-Counties must be forwarded to the secretariat, for the purposes of auditing by 31st December of each financial year;
e) All money received by the Association is to be deposited within 48 hours of finalization, and without deduction, to the Association’s relevant bank accounts;
f) The Association shall, as soon as practicable after receiving any money, deposit the money in the association accounts and issue an appropriate acknowledgement receipt;
g) Any expending shall be passed by a simple majority vote of the member in a NEC meeting;
h) The NEC 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 date 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.
SECTION 15.4 CUSTODY OF FUNDS
a. The association shall have a bank account or accounts in any bank or banks approved by the NEC;
b. The account(s) and authority to incur expenditure shall be controlled, managed and operated by the chairman, secretary and treasurer. The bank account signatories shall be the chairman, secretary and the treasurer and the treasure shall be a mandatory
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c. The funds of the Association shall be in the custody of the Treasurer, who shall bank all funds received by theAssociation.
d. Payments or withdrawals from the bank accounts shall be authorized by three (3) of the signatories;
e. Funds shall be controlled and invested by the Executive Committee for the associations objectives;
f. The Finance Sub-Committee shall provide assistance and oversight to the treasurer;
g. Bank Accounts shall be opened with a reputable Bank or Banks in the name of the association;
h. All withdrawals shall be supported by signed minutes from the respective committees, with the subsequent endorsement of the Executive Committee;
i. The Treasurer shall maintain petty cash of an amount as agreed from any time as Imprest subject to review by the Executive Committee according to activities being undertaken at the time;
j. The funds of the Association shall be used only for the furtherance of the objects and interests of the Association.
SECTION 15.5: INSPECTION OF BOOKS OF ACCOUNT
a. The financial records, books and other documents of the Association shall be open for inspection, free of charge, by a member of the Association at any reasonable hour, subject to the condition that all members agree to maintain the confidentiality of such information.
b. The books of accounts and all documents related thereto and a list of the Members of the Association shall be made available for inspection by a Member of the Association following a written request subject to seven (7) days’ notice being given to the association.
SECTION 16.0 ASSETS AND PROPERTY OF THE ASSOCIATION
a. The Association shall be entitled to acquire assets and property that shall be used for the purpose of advancing the objectives of the Association;
b. No member or office bearer shall have any rights or entitlements to assets or property belonging to the Association for personal use.
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SECTION 17.0: ASSOCIATION OFFICES AND STATUS
i. Central Coordination
The general administration and coordination of the activities of the Midwives Association of Kenya (MAK) shall be centralized at a suitable place. The NEC shall support implementation of MAK activities at all levels.
ii. Regional and County Offices
There shall be regional and county offices linked to the central secretariat to ensure representation as well as effective resource allocation and utilization for midwives.
iii. Juristic Status
The Midwives Association of Kenya shall be a juristic person being capable of holding or hiring property, suing and being sued in it’s corporate name.
iv. Body Corporate
The Association shall be a body corporate with perpetual succession and a common seal with power to sue and be sued and to purchase, hold, manage and dispose of land and other property, and to enter into such contracts as it may consider necessary or expedient to implement aspirations of the association
SECTION 18.0: REGIONAL AND COUNTY STRUCTURES AND COMMITTEES
a. The Regional, County and Sub-County Committees shall be established in accordance with this Constitution and relevant Operational Guidelines as follows:
i. These shall be constituted by midwives in the regions andcounties;
ii. Each Region and County shall elect their office bearers from their fully paid up members;
iii. Matters relating to functions of the Regional structures and committees shall be subject to the control and direction of the NEC;
iv. Matters relating to functions of the County structures and committees shall be subject to the control and direction of the Region; Matters relating to functions of the Sub-County structures and committees shall be subject to the control and direction of the County;
b. The Regional, County and Sub-County Committees shall be established with the approval of the NEC and governed by this constitution.
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SECTION 19.0: CONFLICT OF INTEREST AND ABRITRATION
Matters that relate with conflicting interests are to be handled as provided for in Association the Operational Guidelines. Also the advisory Board should handle this or call in a competent officer accordingly.
SECTION 20.0 AMENDMENTS OF THE CONSTITUTION
a. The Name, Constitution and rules of the Association may be altered only at a General Meeting of which 21 days’ notice has been given, by the passing of the motion by a two thirds majority of Members present at the meeting;
b. No amendment shall be moved at any General Meetings unless a written proposal of the particulars of the amendment signed by at least 2/3 of the registered members, shall have been sent to the Secretary not less than 30 days prior to the General Meeting and the proposal circulated to the Members not later than 21 days prior to the said meeting;
c. The chairman shall upon receipt of the proposal by the secretary, set a date of the General Meeting for deliberation and voting;
d. The deliberation and voting shall be carried as per the rules herein;
e. The secretary of the association shall inform members by notice for those present and in writing for those who will be absent of the amendment and declare such amendment to take effect and such amendment shall take effect from the subsequent day.
f. No amendment shall be effected without the prior consent in writing of the Registrar, obtained upon application to him made in writing and signed by three of the office bearers
SECTION 21.0: DISSOLUTION OF THE ASSOCIATION
a. The Association shall not be dissolved except by a vote of two-thirds of Members present at a Special General Meeting convened for that purpose. The quorum at meeting shall be 2/3 of registered members.
b. 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 14 days before the date of the meeting in writing of the Registrar, obtained upon application to him made in writing and signed by three of the office bearers.The quorum for this second meeting shall be the number of members present.
c. A motion for dissolution of the Association shall not be moved at any General Meetings unless notice has been circulated by the Secretary to all members and regional structures and to the Registrar of Societies, not later than 90 days prior to the said meeting.
d. Upon dissolution, the assets of the Association shall be transferred to a nonprofit organization sharing similar objectives as the Association.