Azake Constitution

The Constitution of the Association of Zambians Living in Kenya

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1. NAME

The name of the Association shall be the Association of Zambians Living in Kenya (AZAKE) hereinafter in this Constitution referred to as “The Association”.

2. OBJECTIVES

The Association shall be a non-political and non-profit making body whose objectives are as follows:

  1. To promote harmony, understanding and goodwill among the members.
  2. To create a forum for interaction and networking for members
  3. To keep members informed of developments in Zambia and internationally that may affect them
  4. To assist Zambians born and growing in Kenya to keep in tune with Zambian cultural and social norms
  5. To maintain and market the Zambian identity and heritage
  6. To assist as much as possible, members in difficulties and hardships.
  7. To preserve the dignity of members and respect for the Association.
  8. To raise funds to fulfil its objectives and
  9. To do or undertake anything that is ancillary to the above objectives that might be considered practical and reasonable within its area of responsibility.

3. MEMBERSHIP

  • MEMBERSHIP COMPOSITION

 The membership of the Association shall be open to the following categories of person:

  • Zambian nationals residing in Kenya and their spouses;
  • Zambian students studying in Kenya;
  • Any other adult person or persons including non-Zambians residing in Kenya who shall be over the age of eighteen (18) years wishing to be associated with the aspirations and activities of the Association;
  • The Zambian High Commissioner for the time being in Kenya shall be the Patron of the

3.2 APPLICATION FOR MEMBERSHIP

  • Application for Membership shall be made to the Executive Committee in the prescribed
  • The Executive Committee shall consider each application for Membership on its own merits and shall decide the eligibility of the applicant. The Executive Committee shall communicate its decision to the applicant within thirty days of such
  • Upon approval of an application for membership, the new member shall pay a registration fee in force for the time being. Payment of the registration fee shall be conditionality for
  • Every member shall pay an annual subscription as shall be determined by the Annual General Meeting from time to time. Payment of subscription fees shall be conditionality for
  • An applicant whose application for membership has been declined by the Executive Committee may appeal to the Annual General Meeting whose decision on the matter shall be
  • Membership of the Association shall cease upon resignation from membership, non-payment of annual subscription or expulsion for any cause as the Executive Committee with the approval of the Annual General Meeting shall so
  • Any member desiring to resign from the Association shall do so by giving the Secretary for the time being of the Association thirty (30) days notice in writing of such intentions which resignation shall take effect upon expiration of the said
  • Any member may be expelled from the membership if the executive committee so recommends and if the general meeting of the Association shall resolve by two-third majority of the members present and voting that such member should be expelled on the grounds that his or her conduct has adversely affected the reputation or dignity of the Association. The executive committee shall have power to suspend a member from his or her membership until the next general meeting of the Association following such suspension.
  • A member whose expulsion has been recommended by the Executive Committee shall have the right to address the Annual General Meeting to defend himself/herself against the expulsion. The decision of the Annual General Meeting on the matter shall be
  • A person who resigns or is expelled from membership shall not be entitled to a refund of his subscription or any part thereof or any moneys contributed by him/her at any
  • A member who falls in arrears in the payment of his annual subscription for more that six months shall automatically cease to be a member of the Association and his/her name struck off the list of members provided that the Secretary of the Association will have informed him/ her to pay the arrears and he/ she will have failed to do so within the six

3.3. ANNUAL SUBSCRIPTIONS

  • The Annual General Meeting shall determine annual membership subscriptions

3.4. MEMBERS RIGHTS AND OBLIGATIONS

  • Members shall:
    • Subscribe to the objectives set out in this
    • Support the activities of the Association;
    • make such financial contributions at the beginning of each financial year as may be determined in accordance with the Constitution;
    • Abide by the provisions of this
    • Not be entitled to any refund of subscription, contributions or any donations
    • The first subscription shall be due upon acceptance of membership, and thereafter on the first day of each financial year.

4. OFFICE BEARERS /EXECUTIVE COMMITTEE

  • The management of The Association’s affairs and business shall be vested in an Executive Committee whose members shall be the following:
    • The Chairperson
    • The Vice Chairperson
    • The Secretary
    • The Treasurer
    • The Vice Treasurer
    • The Publicity Secretary
    • Four (4) Committee Member
    • Students representative     elected     by     the     Students Association (who shall be a student)
    • An Ex     Officio    member     appointed    by     the     High Commissioner, who shall have no voting
  • The Chairman may in consultation with the other Executive Committee co-opt other members into the Executive
  • The Association’s Secretary shall be the secretary to the Executive Committee.
  • The Committee shall meet at such times and places as it shall resolve but shall meet not less than once in every calendar
  • A quorum of the Executive Committee shall consist of a simple majority of members of the Executive
  • All Executive Committee members shall be paid up members of the Association and shall be elected at the Annual General Meeting of the Association and shall hold office for two years or until the next election as the case
  • The Association shall hold elections for the Executive Committee every two
  • Any member of the Executive Committee who ceases to be a member of the Association shall automatically cease to be a member of the Committee.
  • Any member of the Committee may be removed from office in the same way as is laid down for expulsion of members in rule 3 (d) and vacancies thus created shall be filled by persons elected at the general meeting resolving the
  • Any casual vacancies in the committee caused by resignation or expulsion shall be filled by another person nominated by the executive committee and such nominated committee member shall hold office until the next annual general meeting of the All moneys disbursed on behalf of the Association shall be authorized by the

5. DUTIES OF OFFICE BEARERS/ EXECUTIVE COMMITTEE

  • The Chairman shall preside over all Executive Committee meetings and all the Association’s meetings including the Annual General Meeting and any Special General Meeting, unless prevented by justifiable
  • The Vice Chairman shall carry out the functions of the Chairman in his/her absence
  • The Secretary shall deal with all organizational matters and all the correspondence of the Association under the general supervision of the Executive Committee. In cases of urgent matters where the Committee cannot be consulted, the Secretary shall consult the Chairman and if the Chairman is not available, the Vice Chairman. The decision reached shall be subject to ratification or otherwise at the next Committee meeting. The Secretary shall issue notices convening all the meeting of the Committee and all general meetings of the Association and shall be responsible for keeping minutes of all such meetings and of the Association and of the Committee. The Secretary shall issue subscription notices to
  • The Treasurer shall receive and shall also disburse under the direction of the Committee all moneys belonging to the Association and shall issue receipts for all moneys received and preserve vouchers for all moneys paid to him/her. The Treasurer shall also be in charge of all fund raising activities on behalf of the Association. The Treasurer shall be responsible to the Committee and to the members to ensure that proper books of accounts of all moneys received and paid by the Association are written up, preserved and available for inspection. The Treasurer shall prepare for audit and presentation annual accounts of the
  • The Vice Treasurer shall assist the Treasurer in all his/her responsibilities.
  • The Publicity Secretary who shall serve as vice Secretary shall work closely with the Secretary and shall be responsible for all aspects of public relations and information sharing to the members and the general public and shall ensure that the objectives and goals of the Association are sufficiently appreciated by
  • The students’ representative shall keep the Committee informed of all matters relating to Zambian students in
  • The Ex-Official member shall represent the Zambian High Commission in Kenya and shall offer necessary advice on issues concerning Zambian Government policy
  • The other Executive Committee members shall perform such duties as may be specifically assigned to them by the officer bearers from time to

6.0. GENERAL MEETINGS

  • ANNUAL GENERAL MEETING
    • The Annual General Meeting shall be the policy-making and governing body of the Association and shall meet in Annual and Special General Meetings as may be so required and
    • The Annual General Meeting shall consist of all the paid up members of the Association.
    • The Annual General Meeting shall be held not later than 31st December each year at a date or place determined by the Executive Committee. The Annual General Meeting will be held within three (3) months of the end of the financial year; in any event the period between one Annual General Meeting and the next one must not exceed eighteen (18)
    • The agenda for any Annual General Meeting shall consist of the following:
      • Confirmation of the minutes of the previous Annual General Meeting
      • Chairman’s report of the Association activities
      • Consideration, confirmation and adoption of the accounts;
      • Appointment of the Association’s honorary auditors ;
      • Approval of annual subscriptions;
      • Appeal on rejected applications if any;
      • Election of Executive Committee members if so
      • Determination of the date and venue of next Annual General Meeting;
      • Such other matters as the Annual General Meeting may decide under this Constitution, or as to which notice shall have been given by members in accordance with the provisions of this Constitution. It shall be lawful for a member to have a matter included on the agenda for an Annual General Meeting provided such request is received in writing not less than forty-five (45) days in advance of the
    • Special General Meetings of the Association shall be held at a place and time to be determined by the Executive
    • Special General meetings shall be held upon either:
      • A resolution supported by a majority of the members of the Executive Committee; or
      • A written demand addressed to the Executive Committee through the Secretary by not less than one-third of the members who are eligible to vote, with a statement in writing of the purposes of the Special General Meetings of the Association shall be held within ninety (90) days of the decision of the Executive Committee, or of the receipt by the Secretary of a demand by not less than one-third of the members eligible to vote to hold such a
  • No business other than that circulated in the agenda for the Annual General or Special meeting shall be transacted at such
  • Notwithstanding the provisions of paragraph 3.1.7 the Annual General Meeting may, where a matter has arisen after the circulation of the notice and agenda, waive this restriction if a majority vote of those present who constitute a simple majority of the total voting rights in the Association so
  • At least twenty-one (21) days notice shall be given to all members attending the Annual General
  • The Association Secretary shall be the secretary of all Society meetings and cause minutes of such meetings to be
  • The proceeding of the Annual General Meeting shall be open to inspection and scrutiny by all Zambians who shall be members of the Association.
  • The Zambian High Commissioner for the time being serving in Kenya shall serve as the Patron of the Association of Zambians Living in Kenya.

7.0. PROCEDURE AT MEETINGS

  • CHAIRING AND QUORUMS OF MEETINGS
    • The Chairman of the Association shall preside over the Annual General Meeting or any Special General Meeting of the
    • The Association Chairman, or in his/her absence the Vice Chairman, shall cause a report of the Association’s activities to be submitted at the Annual General
    • The requirements as to quorum for any meetings of the Annual General Meeting are as follows:
      • Quorum for any Annual General Meeting or Special General Meeting of the Association shall be two thirds and one third of the paid up members of the Association respectively.
      • If there is no quorum, the chairperson shall adjourn the meeting to a time and place determined by those present by a simple majority so that a quorum may be obtained, and the re-convened meeting may proceed to transact business even if the requisite quorum is not
    • Decisions at the Annual General Meeting shall require a simple majority of eligible votes cast, except that decisions as to financial contributions, amendments of the Constitution and other specific matters identified in this Constitution shall require a majority of two- thirds of eligible voters cast. In the event of the failure to achieve the necessary two-thirds majority under the provisions of this Section, financial contributions and the Constitution shall remain as they stood immediately prior to the vote and until the necessary two-thirds majority is obtained at a subsequent or adjourned General Meeting.
    • All decisions at Special Meetings of the Association shall require a majority of two-thirds of eligible votes

8.0 TRUSTEES

  • All land and buildings and other immovable property and all investments and securities which shall be acquired by the Association shall be vested in the names of not less than five trustees from amongst its members who shall be appointed at an annual general meeting for a period of two years. On retirement such trustees shall be eligible for re-appointment. A general meeting shall have the power to remove any of the trustees, and all vacancies occurring by removal, withdrawal or death, shall be filled at the same or next annual general
  • 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 committee which shall authorize the expenditure of such moneys as it thinks
  • It shall not be necessary for the Trustees to be incorporated under the provisions of the Trustee Perpetual Succession Act Cap 164 of the Laws of Kenya as all property held by the Trustees shall be held for the beneficial purposes of the members and shall not at any time vest personally in the

9.0 AUDITOR

  • An honorary auditor shall be appointed for the following year by the annual general
  • All the Association’s accounts, records and documents shall be opened to the inspection of the auditor at any
  • The treasurer shall produce an account of his receipts and payments and a statement of assets and liabilities made up to the date of the 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 Association’s Constitution or report to the association in what respect they are found to be incorrect, un-vouched or not in accordance with the Association’s
  • 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 least twenty-one (21) days at the same time as the notice convening the annual general meeting is sent
  • An honorary auditor may be paid such honorarium for his duties as may be resolved by the annual meeting appointing
  • No auditor shall be an office bearer or member of the committee of the

10.0 FUNDS

  • FUNDING

The Association funds shall be derived from subscriptions and donations from its members , donations from other benefactors, collected levies and such other sources and activities as the Annual General Meeting and Executive Committee may from time to time deem fit.

10.2 ACCOUNTS

  • The financial year of the Association shall be the calendar year unless otherwise determined by the Annual General
  • The Association Treasurer shall submit for approval to the Annual General Meeting, the accounts of the previous
  • The Association accounts shall be kept in Kenya Shillings or in such other currency as the Annual General Meeting may
  • The funds of the Association shall only be used with the approval of the committee for matters deemed necessary or desirable in furtherance of the objects of the
  • All moneys and funds of the Association 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
  • No payment shall be made out of the bank accounts of the Association without a resolution of the executive committee authorising such payment and all cheques on such bank accounts shall be signed by the treasurer or the assistant treasurer and by two other office bearers of the Association who shall be appointed by the executive
  • A sum to be determined by the Executive Committee shall be kept by the treasurer for petty disbursement expenses of the society. All petty cash expenditure of the Association shall be for purposes of furtherance of the objects of the
  • 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/her Such suspension shall be reported to the general meeting to be convened on a date not later than two months from the date of such suspension. The members of the Association shall have full power to decide what further action shall be taken in the matter.

11.0 ASSOCIATION HEADQUARTERS

The Headquarters of the Association shall be at the Zambian High Commission. The High Commission is presently located in Nairobi Kenya at the Land Reference Number 209/5450 Nyerere Road, P O Box 48741 Nairobi. The Association may open such other branches as may be desirable at such other locations from time to time.

12.0 AMENDMENTS TO THE CONSTITUTION

  • The Executive Committee may resolve to amend, add or repeal any of the provisions of this Constitution and shall submit the proposed amendments to the Annual General Meeting for
  • A motion for the amendment, addition or repeal of any provision of the Constitution by a member may be presented in writing to the Executive Committee and signed by one or more

12.3.1 A resolution to amend this Constitution must be passed at an Annual General Meeting by a two-thirds majority of eligible voters. They cannot however, be implemented 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.

13.0 GENERAL PROVISIONS

  • INDEMNITY

Every member of the Executive Committee, or of any other Association’s committee, shall be indemnified by the Association against all costs,  expenses and losses for which he/she may become liable by reason of any act or thing done by him/her in the proper discharge of his/her office or duty.

14.0 DISSOLUTION

  • The Association shall not be dissolved except by a resolution passed at an Annual General Meeting, and by a two-thirds majority of eligible votes cast
  • Not less than twenty-eight (28) days notice of the Annual General Meeting shall be given and such notice should provide the terms of the resolution to dissolve the Association that is
  • If no quorum is obtained at the Annual General Meeting, the proposal to dissolve the Association shall be submitted to a further Annual General Meeting, notice of which shall be given to all the Association members at least twenty-eight (28) days before the date of the meeting.
  • Provided, however, that no dissolution shall be effected without prior permission in writing of the Registrar of Societies, obtained upon application to him/her made in writing and signed by three of the office
  • Notwithstanding the foregoing matters, such dissolution must be in the interest of the Zambian Community, current and
  • Where 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 other office bearer of the Association. All assets of the Association shall then be liquidated. After the payment of all debts of the society, the balance thereof shall be distributed in such other manner as may be resolved by the meeting at which the resolution for dissolution is

15.0 INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

The books of account and all documents relating thereto and a list of members of the association shall be available for inspection at the registered office of the association by any officer or member of the association on giving not less than seven days notice in writing to the Executive committee.