Constitution at a glance
A plain-language summary of the Association's constitution, in seven parts.
Name
The Association is called the Kalkaal Welfare Association.
Vision
An economically empowered people in all parts of the world co-existing harmoniously in a peaceful environment.
Mission
To improve the standard and quality of life of vulnerable communities in emergency and disaster situations, in rural and urban settings, through relief, rehabilitation and development projects.
Logo
A circular emblem representing community protection, human welfare, unity and sustainable development, showing three people held by two protective hands.
Location
Headquarters in Nairobi, Kenya, with other operational offices depending on operations and budget.
Areas of operation
Kenya and other regions of the Horn of Africa, depending on budget availability.
Main objective
An independent non-governmental association that responds to crisis situations through relief, rehabilitation and development projects.
Specific objectives
Humanitarian emergency response; strategies for Northern Kenya; community-needs-based development; democracy, human rights and peace-building; equal rights and women empowerment; youth participation; strengthening civil society associations.
Membership
Founders are the first members; the Board admits others. Membership is never fewer than seven persons. It ends by resignation, exclusion after a hearing, or death.
Number of board members
A Chairman, General Secretary and Treasurer within a Board of at least 7 and at most 11 members.
Responsibility
The Association's assets answer for its commitments. No member is personally liable and members have no right to the social assets.
Board of Directors
Administers the Association. The Secretary General holds executive authority and is a Board member. Any one director with the Chair can sign for the Association; the General Secretary has individual signing rights for quick humanitarian response. No more than one third of the Board changes at each AGM.
Appointments
The first Board of seven is appointed by the subscribers. Vacancies may be filled by the Board, subject to approval at the next AGM.
Office bearers
Elected at the AGM for three-year terms, eligible for re-election. Vacancies are filled until the next AGM.
Removal and disqualification
The Board may remove a member by resolution, who may appeal to a General Meeting. Office is vacated on bankruptcy, unsound mind, six months' absence without leave, resignation or removal.
Board meetings
Quorum is at least half the Board; questions are decided by majority and the chair holds a casting vote. Normal meetings are summoned by the General Secretary with 15 days' notice; requisitioned meetings need 21 days' notice.
General Meetings
An AGM is held each year (no more than 15 months apart); all others are Extraordinary General Meetings. One third of members can requisition one.
Notice and voting
At least 21 days' notice. One vote per member, by show of hands or poll, with written proxies allowed. The chair has a casting vote.
Committees
The Board may delegate powers to committees of its members. A written resolution signed by two thirds of the Board is as valid as one passed at a meeting.
Sources of funds
Membership fees, grants and donations, periodic fundraising, advisory and consultancy services, and other sources consistent with the objectives.
Application of funds
Solely to promote the objectives. No profit is paid to members, though reasonable payment for services actually rendered is allowed. Non-executive board members hold no salaried office.
Interests in contracts
Directors must disclose any interest and may not vote on that contract.
Accounts and audit
Proper accounts and a balance sheet go before each AGM; a team of auditors is appointed annually and may see all vouchers and books. The financial year closes on 31 December.
Indemnity
Board members and officers are indemnified for costs incurred in good faith in the discharge of their duties.
Residual assets
On dissolution, remaining property goes to an institution with similar objectives, never to members.
Arbitration
Disputes are referred to a single arbitrator agreed by the parties, or appointed by the Chartered Institute of Arbitrators.
Amendments
The constitution can be modified by special resolution, approved in turn by the Executive Committee, the Board and the AGM with a two-thirds majority, but never so as to weaken the ban on distributing income or assets to members.
Dissolution
Only by resolution of two thirds of members at a General Meeting, with the written consent of the Registrar of Societies. Liquidators are appointed by the AGM and the proceeds pass to a non-profit association of the same kind.
This page summarises the constitution for general information. The signed constitution is the authoritative document.