Kithi & Company Advocates,

Maendeleo House, 4th

Monrovia Street/Utalii Lane,

P.O. Box 2676-00100,


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:

KENAPCO office is located at
Kimathi House, 6th 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

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
  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
  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

(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

 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

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

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.

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

(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

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
  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.

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.

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

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.

Excluded persons

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

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


(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.


  1. Chairperson– the Chairperson shall, unless prevented by illness or other
    sufficient cause, preside over all meetings of the Committee and at all general
  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 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).

  • 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.


  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 31st 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

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


  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.


  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 1st
    January to December 31st.


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

     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.


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

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
  • 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
  • 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.

  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.


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


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


  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.