THE CONSTITUTION OF KENYA NATIONAL ASSOCIATION OF PRIVATE COLLEGES (KENAPCO)

DRAWN BY:

Kithi & Company Advocates,

Maendeleo House, 4^th
Floor,

Monrovia Street/Utalii Lane,

P.O. Box 2676-00100,

NAIROBI.

The
Constitution and Rules of Kenya National Association of Private Colleges  (Kenapco)

Part 1:  General Provisions

Article 1: Name of the Organisation

The name of the organization shall be “Kenya National
Association of Private Colleges

Hereinafter called the Society.

Article 2:
Offices

KENAPCO office is located at
Kimathi House, 6^th floor, L.R NO 209/9326 along Kimathi street in Nairobi
within the Republic of Kenya and the address shall number shall be post office
Box number 11536-00100 Nairobi Kenya.

Article 3:
Main Objectives

The main objective of KENAPCO is to collaborate with Government to ensure quality standards in
training in private middle level colleges in accordance with government set out
standards and the governing institutions thereof such and by advancing such
activities, works to contribute to the advancement and harmony of the education
system offered by Government in the training and collaboration with the
relevant Government departments to enhance quality in training. 

Article 4:
Specific Objectives

In pursuing the above-stated main objective, KENAPCO shall carry out
“special”

Activities in the following areas:

1. Promoting
   middle level college education
2. Promoting
   felicitous educational development
3. To
   support Government policies in training and tutelage
4. To
   engage Government in policy matters with a view to ensure recognition of
   middle level colleges and enhancement of regulated examination by the
   national and international examination bodies and regulated syllabus.
5. To
   collaborate and compliment Government policies in training
6. Safeguarding
   the place of middle level and tertiary education institutions
7. Promoting
   the recognition of middle level and tertiary training and the guarding of transition
   of graduates to universities.
8. Receive
   information from Government and other institutions or bodies and relay or
   disseminate the same to members.
9. Promoting
   the wholesome fostering of Private middle level college students and
   education
10. Liaison,
    advisory and support activities in connection with setting up standards in
    conjunction with National accredited examination bodies.
11. To
    recruit,  train and advise members
    from time to time
12. To
    protect the  interests and welfare
    of members
13. To
    ensure members adhere to the rules and professional code of conduct
14. To
    promote, engage or pursue such activities or goals for purposes of
    attaining the aforesaid specific and general objectives.
15. To be
    non-political
16. To open and operate
    branches in all or such parts of the country from time

Article 5:
Types of Programs

In pursuing the foregoing objectives, Kenapco shall carry out the

following activities and related programs:

(1) International cooperation programs

(2) Human resource development programs related to its
activities

(3) Programs to promote its activities

(4) Programs to promote academic exchanges among local
and international institutions

(5) Other programs in pursuit of KENAPCO objectives

5.2: Further
Activities

 Kenapco carries out the following
for-profit activities:

(1) Publication activities

(2) Convening conferences

(3) Holding seminars and workshops

(4) Sale
of articles and goods

(5) Conducting commissioned activities

Income generated from Kenapco’s activities will be applied to the implementation of its
objectives contained herein.

Part 2.  Members and Governance

Article 6:
Types of Members

There shall be two types membership; Regular and
Supporting Members where Regular members are considered to be “legitimate
members” under the Law to Promote KENAPCO
activities.

6.1: Members: These shall consist of
corporate institutions including colleges registered as limited liability
companies and business names or any other corporate identity but does not
include human persons who endorse KENAPCO   objectives and have been admitted to
membership.

6.2: Supporting members: These shall consist of Organizations and individuals
who endorse KENAPCO objectives and
provide financial support for KENAPCO activitiesmainly through the payment of annual membership dues.

Article 7:
Admittance to Membership

Members must meet the following conditions:

(1) Share Kenapco’s objectives and intend to
carry out related activities.

(2) Participate in KENAPCO General Meeting.

(3) Contribute separately stipulated
membership dues every fiscal year.

(4) Corporate institutions such as limited
companies, Business names and other organizations must have at least one year
of operational experience.

(5) Organizations must have within them a
certificate of registration and a governing instrument such as a constitution,
partnership deed or articles and memorandum of association which shall be filed
with KENAPCO including any changes
made to them.

7.2
Membership Admission procedure.

Organizations and individuals seeking admission as
members must apply to the Chairman through the Secretary using the application
format stipulated from time to time separately by the secretariat

7.3 Upon receipt of such applications, the Chairman
and Secretary will table the same to the full committee for consideration and
admit the organization or individual to
membership if the applicant meets the above-listed conditions and no
appropriate reason exists to decline the application.
If the application is declined, the applicant shall speedily and without undue
delay is notified in writing of the decision which decision shall be final. The
Committee need not give a reason or explanation for the refusal.

Article 8:
Membership Dues

Each calendar year, regular members shall
contribute to KENAPCO organization and operation by paying membership dues as
may be advised from time to time.  The
Membership Registration fee is now set at Kenya Shillings 3,000.00 before
joining as a member whereas the subscription fee is now set at Kenya Shillings
12,000.00 annually.

Article 9:
Loss of Membership Qualification

A  member will
lose its membership qualification in the following cases:

(1) When submitting a notice of withdrawal from
membership.

(2) When an organization that is a member dissolves.

(3) When the member does not pay its membership dues
for two consecutive years.

(4) When the member is expelled.

(5) Becomes bankrupt

(6) Is convicted of a criminal offence and sentences
to a jail term exceeding one year

(7) Any member who falls into arrears with
subscription or any other contribution for more than six months of default
shall automatically cease to be a member and the name shall be struck from the
membership register. The Committee may however in its absolute discretion
reinstate such member on payment of the total amount of subscription
outstanding.

Article 10:
Withdrawal from Membership

A member may withdraw from membership at will by
submitting the separately stipulated membership withdrawal notice to the
Chairman through the Secretary.

Article 11:
Expulsion from Membership

Based on a decision by the Committee, a member may be
expelled for the following reasons:

1. For
   breaching the terms of this constitution and rules made there under, the
   code of conduct and any other instruments that may be developed and
   binding on the members.
2. For
   damaging reputation of Kenapco
   or behaving in a way that is  
   contrary to KENAPCO objectives.
3. Becomes
   bankrupt
4. Misappropriates
   the organization funds
5. Occasions
   unjustified loss to the organization
6. Misuses
   the organizations name property or assets
7. Fails to
   work in conformity or promotion of the organizations objectives

11.2: Right
to be heard and due process

When considering the expulsion of a member for the
above reasons, before making a decision, an opportunity shall be afforded to
the member to explain and defend it/himself before the Committee.

Article 12:
Return of Dues

In either the case of withdrawal or expulsion, neither
funds nor goods contributed to Kenapco by amember will be returned.

Article 13:
Supporting Members

In addition to Ordinary members, Kenapco may also have
supporting members as stipulated in Article 6.2.

13.1:
Categories of Supporting Members:

There are four categories of supporting members:(1)
student members, (2) Individual members, (3) organization members (for-profit),
and (4) organization members (nonprofit). 
The annual dues of supporting member shall be stipulated from time to
time. The Registration fees for supporting members are currently set to be
Kenya Shillings 2,000.00 before joining as a member whereas subscription fees
shall be Kenya Shillings 5,000.00 annually.

13.2: Membership Admission procedure

Supporting membership is acquired through the payment
of membership dues. If dues are not paid for a period of one year, the
qualification of supporting members is automatically nullified.

Part 3: KENAPCO
Committee and Board office Bearers

Article 14:
Committee Board Members and office Bearers

Kenapco has the following officers:

1. Chairman:
   only one post
2. Vice
   Chairman: only 1 post
3. Secretary:
   only one post
4. Assistant
   Secretary: only 1 post
5. Treasurer:
   only one post
6. Organizing
   Secretary: only one post
7. Committee
   Members: Six posts
8. Auditor:
   only 1 post
9. Lawyer/Legal
   Advisor: Only one post

Article 15:
Election of office Bearers

The fully paid up Regular members shall be eligible to
vote and elect office bearers however the Auditor and Lawyers shall be
appointed by the elected office bearers. For avoidance of doubt, the offices of
Auditor and Legal Advisor/lawyer being professionals shall not be subjected to
elections.

15.1: Family
Members and Close relatives

No executive officer shall have a family
member/relative including spouse, siblings, parents, grandparents,
grandchildren, uncles/aunts, nieces/nephews) in executive, nor shall the
composition of the executive exceed a 3:1 gender ratio.

15.2
Excluded persons

 Persons and
Individuals specified in Article 20 of the Law may not become executive
officers of Kenapco.

15.3:
Auditors and Legal Advisor/Lawyer

Auditors and Lawyers may not hold collateral positions
as other office bearers or KENAPCO staff.

Article 16:
Management Structure and Duties

Kenapco may register a trust to enhance its operation
and realizing its objectives which trust shall be governed by the trust deed.

16.1: Board
of trustees

There shall be trustees to make up the Board of
Trustees; and based on the

Articles of Incorporation and decisions made by the
Board of Trustees, they execute Kenapco operation.

16.3: Duties
of Office Bearers

• OFFICES
  BEARERS

(a) The office bearers of the Kenapco shall be:-

1. The chairperson.
   1. The vice –chairperson.
   1. The secretary.
   1. Assistance secretary.
   1. The treasurer.
   1. The assistant treasurer.
   1. Five members.

Annual General meeting to
be held in each year.

(b)     All office bearers shall hold office from
the date of election All of who shall be fully paid-up members of the Kenapco
and shall be elected at the until the    succeeding
annual general meeting subject to conditions contained in sub- paragraph (c) and (d) of this rule but shall be
eligible for re-election.

(c)     Any office bearer who ceases to be a member
of the Kenapco shall automatically cease to be an office bearer thereof.

 (d)   Any
office bearer may be removed from office in a special general meeting convened
as provided for in this constitution and vacancy thus created shall be filled
by persons elected at the same special general meeting.

5.   DUTIES
OF OFFICE BEARERS

1. Chairperson– the Chairperson shall, unless prevented by illness or other
   sufficient cause, preside over all meetings of the Committee and at all general
   meetings.
2. Vice–chairperson– the Vice –Chairperson shall perform duties of the
   chairperson in his/her absence
3. Secretary –the Secretary shall deal with all correspondence of the
   Kenapco under the general supervision of the Committee. In cases of urgent
   matters where the Committee cannot be consulted, (s) he shall consult the
   chairperson, or failing him/her, the vice –chairperson. The decision reached
   shall be subject to ratification or otherwise at the next Committee meeting.
   (S)he shall issue notice convening all meetings of the Kenapco and shall be
   responsible for keeping minutes of all such general and for the preservation of
   all records of the Kenapco and of the Committee.
4. Assistant secretary – in the absence of the secretary,
   the assistant secretary shall perform all 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.
5. Treasurer –the treasurer shall receive and disburse under the
   directions of the Committee, all moneys to the Kenapco and shall issue receipts
   for all moneys received by him/her and preserve vouchers for all moneys paid by
   him/her. The treasurer shall be responsible to the Committee and to the members
   and shall ensure that proper books of account of all moneys received and paid
   by the Kenapco are written up and available for inspection.
6. Assistant treasurer-the assistant treasurer shall
   perform such duties as may be specifically assigned to him/her by the treasurer
   or by the Committee and in the absence of the treasurer shall perform the
   duties of the treasurer.

• THE COMMITTEE
• The committee shall
  consist of all office bearers of the Kenapco elected at the Annual general
  meeting in each year. Such Committee members shall hold office until the
  following Annual general meeting.  The
  Committee shall meet at such times and places as it shall resolve but shall
  meet not less than once in any three (3) months.
• The Committee shall fill
  any casual vacancies for members of the Committee caused by death or
  resignation, until the next general meeting of the Kenapco. Vacancies caused by
  members of the committee removed from office will be dealt with as shown in
  rule 4(d).

• DUTIES OF THE COMMITTEE
• The Committee shall be responsible for the management of the
  Kenapco and for that purpose may give directions to the office bearers as to the
  manner in which, within the law, they shall perform their duties. The Committee
  shall have power to appoint such sub-committees, as it may deem desirable to
  make reports to the committee upon which such action shall be taken as seems to
  the committee desirable.
• All moneys disbursed on behalf of the Kenapco shall be
  authorized by the Committee except as specified in rule 11(d).
• The quorum for meeting of
  the committee shall not be less than five (5) members.

 8.      
GENERAL MEETINGS

1. There shall be two classes
   of general meetings –Annual general meetings and Special meetings.
2. (i ) the annual general
   meeting shall be held not later than 31^st December  in each year of account (see rule 11(g) and
   the agenda for the meeting shall be sent to all members not less than fourteen
   (14) days before the date of the meeting.

(ii) The
agenda for the General Meeting shall  
consist of the following:-

1. Confirmation of the minutes of the previous annual meeting.
2. Consideration of the accounts.
3. Election and /or confirmation of office bearers and the
   Committee members
4. Appointment of auditors in accordance with rule 10 (a)
5. Such other matter as the Committee may decide or as to which
   a member shall have given notice in writing to the secretary at least four
   weeks before the date of the meeting.
6. Any other business with the approval of the chairperson

(c)
The Committee may call a special general meeting for any specific purpose.
Notice in writing of such meeting shall be sent to all members not less than
seven (7) days before the date of such a meeting.

(d) A Special General meeting may also be requisitioned for a specific
purpose by order in writing  to the
secretary by not less than one hundred (15) members and such meeting shall be
held within fourteen days (14) days of the date of the requisition. The notice of such meetings shall be shown in sub rule
(c) and no matter shall be discussed
other than that stated is requisition.

(e) Quorum for
general meeting shall not be less than fifty (15) registered members of the
society.

9.   PROCEDURE AT MEETINGS

1. At the meetings of the Kenapco, the chairperson or in his
   absence, the vice –chairperson, or in the absence of both these officers,
   member selected by the meeting shall take the chair.

• The chairperson may at his discretion limit the number of
  persons permitted to speak in favour of and/or against any motion.

• Resolution shall be decided by simple voting by a show of
  hands. In the case of equality votes, the chair person shall have a second or
  casting vote. Any other method may be adopted at the discretion of members.

10.   AUDITOR

1. An auditor shall be appointed for the following year by the
   Annual General Meeting. All the KENAPCO accounts, records and documents shall
   be opened to the inspection of the auditors at any time.

   The treasurer shall
produce an account of his receipts and payment and a statement of assets and
liabilities made up to date which shall not be less than six (6) weeks and not
more than three (3) months before the annual general meeting. The auditor shall
examine such accounts and statement and either certify that they are correct,
duly vouched and in accordance with the Law or report to the Kenapco 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 statement shall be furnished to all members at
  the time 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
  Committee of the Kenapco.

1.  FUNDS
   1. The funds of the Kenapco
      may only be used for the purpose of carrying out the objectives of the Kenapco.

• All moneys and funds shall
  be received by and paid to the treasurer and shall be deposited by him in the
  name of the Kenapco in any bank or banks approved by the Committee.

• No payment shall be made
  out of the bank account without a resolution of the Committee authorizing such
  payment. The treasurer or the assistant treasurer and two other office bearers
  of the Kenapco who shall be appointed by the Committee shall sign all cheques on
  such bank accounts.

• A sum not exceeding Kshs
  5,000/- i.e. Kenya
  shillings Five Thousand shillings only may be kept by the treasurer for petty
  disbursements of which proper account shall be kept.

• No sum above Kshs 10,000/-
  i.e. Kshs Ten Thousand only shall be expended or committed to any project by
  the Committee without a resolution by the members at a general meeting.

• The Committee shall have power to suspend any office bearer
  who it has reasonable cause to believe is not properly accounting for the funds
  or property of the Kenapco and the committee 
  shall have power to appoint another in his place. Such suspension shall
  be reported to a general meeting to be convened on a date not late than two (2)
  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 society shall be from 1^st
  January to December 31^st.

12.    INSPECTION OF ACCOUNTS
AND A LIST OF MEMBERS.

The books of accounts and all
documents relating thereto and a list of members of the Kenapco be available for
inspection at the registered office of the Kenapco by any officer or member of
the Kenapco on giving not less than seven (7) days notice in writing to the Kenapco.

13.    MEMBERS
NOT TO MAKE PROFIT OUT OF THE KENAPCO

     No member may under any circumstances or
in any manner receive any profit, salary or emoluments by virtue of his being a
member or a Committee member from the funds or transactions Kenapco.  Any member who is directly or indirectly
involved in any contract concerning the Kenapco must disclose the nature of his
interest in writing to the Committee as soon as he is aware or may reasonably
be aware of the transaction. Any member
who fails to disclose his interest will be subjected to disciplinary process
for contravening the provisions of this Constitution.

1. DISPUTE RESOLUTION.

Any dispute between the members, the
Committee and/ or the Kenapco concerning the relation or inter relation of the
Kenapco activities, powers and duties shall be resolved in the following
manner:-

The members shall at the Annual
General Meeting elect or nominate a committee of three (3) members to be known
as the disciplinary committee.

1. The committee shall on receipt of the complaint consider its
   merits or demerits and will give notice in writing to the complainant and the
   member or the committee to whom the complaint is directed that it has been
   received .A copy of the complaint shall be given to the person to whom it is
   directed requiring the complaint to be answered within a specified time.

• The committee shall at all time observe the rules of natural
  justice i.e. no     one shall be condemned
  without being heard.

• The quorum for the meetings of the committee shall not be
  less than two thirds of its members.

• The committee shall consider the complaint and respond and
  shall have power to do the following,
• To dismiss the complaint.
• To respond to the welfare Kenapco committee to take such
  action as it deems fit in the circumstances of the case.
• Where the Kenapco committee has contravened this constitution
  the displinary committees will require the committee to make amends failing
  which the matter will be referred to the members under clause of this
  constitution.
• Where any member is dissatisfied with the decision of the
  displinary committee, the matter may be referred to the Committee under clause
  7 of this constitution.
• The decisions of the displinary committee shall be by simple
  majority and will begin writing and signed by the committee members supporting
  it.
• Any member who sues the Association in a court of law shall
  be deemed to have ceased to be a member on the day he presents the case in
  court against the Association their officials or members.

1. TRUSTEES
2.   All land, buildings
   and other immovable property and investments and securities which shall be
   acquired by the Kenapco shall be vested in the name of not less than Two (2)
   trustees who shall be members of the Kenapco and shall be appointed at an Annual
   General Meeting for a period of three (3) years. On retirement such trustees
   shall be eligible for re-election. A general meeting shall have 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 trustees to the Committee which shall authorize expenditure of
  such moneys as it thinks fit.

16.    BRANCHES

                           Branches
of the Kenapco may be formed with the approval of the Committee and the
Registrar of societies and they will adopt the same Constitution as that of the
headquarters with the following exceptions,

1. The aims and objects will
   not include the formation of branches
2. Amendments to the constitution can only be made by the head
   offices of the Kenapco  in accordance with
   the provisions of rule 17.
3. The provisions of rule 18 shall apply to branches but in
   addition, branches will not be dissolved without consultation with their head
   offices.

17.      AMMENDMENTS TO THE CONSTITUTION

Amendments of the
constitution of the Kenapco must be made by a least two-thirds (2/3) majority of
members present at a general meeting of the Kenapco. 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 the three (3) of the office
bearers.

18.   DISSOLUTION

1. The Kenapco shall not be dissolved except by a resolution
   passed at a General Meeting of members by a vote of two thirds (2/3) of the
   members present. The quorum at the meting shall be as shown in rule 8(e). If no
   quorum is obtained, the proposal to dissolve the Kenapco shall be submitted to a further meeting, which shall be held
   one month later. Notice of the adjourned meeting shall be given to all members
   of the Kenapco at least 14 days before the date of the meeting. The quorum for
   the adjourned meeting shall be the number members present.

• Provided, however that no dissolution shall be effected
  without prior permission in writing of the Registrar, obtained upon application
  to him made in writing and signed by three (3) of the office bearers.

• When the Registrar has approved the dissolution of Kenapco, no
  further action shall be taken by the Kenapco in connection with the aims of the
  Kenapco other than to get in and liquidate for cash all the assets of the
  Kenapco, the balance thereof shall be distributed to any other non–profit making
  organization as may be resolved by the meeting at which the resolution for
  dissolution is passed.