KISUMU URBAN APOSTOLATE PROGRAMMES

CONSTITUTION
Revised 2011

KUAP
9/29/2011

CONSTITUTION OF KUAP-Pandipieri

Table of Contents
PART I - NAME ......................................................................................................................3
Article 1 - Name ...................................................................................................................3
Article 2 - Location ..............................................................................................................3
Article 3 Legal Status........................................................................................................3
Article 4 Identity ................................................................................................................3
PART II VISION AND MISSION ......................................................................................3
Article 5 Vision .................................................................................................................3
Article 6 - Mission................................................................................................................3
Article 7 - Core Values ........................................................................................................3
Article 8 Objectives ..........................................................................................................4
Overall Objective .............................................................................................................4
Specific Objectives ..........................................................................................................4
PART III - GOVERNANCE ...................................................................................................5
Article 9 The ARTICLE OF ORGANIZATION Structure ............................................5
Article 10 The Board of Governors (the Board) .........................................................5
Article 11 Executive Committee of the Board of Governors .........................................6
Article 12 Duties of the Offices .......................................................................................6
a. Board of Governors...................................................................................................6
b.

The Executive Committee of the Board of Governors .......................................7

Article 13 Duties of the Office Bearers ...........................................................................7

a. The Chairperson of the Board ..................................................................................7
b.

The Vice Chairperson of the Board......................................................................7

c. The Secretary to the Board .......................................................................................7

d.

The Treasurer (Finance Advisor) of the Board ...................................................8

Article 14 Disqualification of Board Members ...............................................................8

PART IV MEETINGS AND QUORUMS ..........................................................................8
Article 15 Proceedings of the Board ................................................................................8
a. Normal Meetings .......................................................................................................8
b.

Special Meetings ...................................................................................................8

Article 16 General Meetings ............................................................................................8

Article 17 Notice of AGMs .............................................................................................9
Article 18 Proceedings at AGMs ....................................................................................9
PART V - FUNDS AND RESOURCE UTILIZATION .......................................................9

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Article 19 Application of Funds and Assets ....................................................................9

Article 20 Disclosure of Interest in Contracts .............................................................. 10
Article 21 Arbitration Clause ........................................................................................ 10
Article 22 Indemnity of Board Members...................................................................... 10
Article 23 - Accounts ........................................................................................................ 10
Article 24 The Auditors ................................................................................................. 11
Article 25 Inspection of Books of Accounts ................................................................ 11
Article 26 Financial Year............................................................................................... 11
PART VI - AMENDMENTS AND ENFORCEMENTS OF THE CONSTITUTION .... 12
Article 27 - Amendments.................................................................................................. 12
Article 28 - Enforcements ................................................................................................. 12
PART VII - DISSOLUTION AND DISPOSAL OF PROPERTY .................................... 12
Article 29 - Dissolution ..................................................................................................... 12
PART VIII - AMENDMENT ............................................................................................... 13
Article 30 AMENDMENT of this Constitution ........................................................... 13
List of Acronyms ................................................................................................................... 14

CONSTITUTION OF KUAP-Pandipieri

PART I - NAME

Article 1 - Name
The name of KUAP is Kisumu Urban Apostolate Programmes-Pandipieri (K.U.A.P.Pandipieri) (hereinafter referred to as the Organisation or KUAP).

Article 2 - Location
KUAP shall operate in Kenya from within Kisumu City with a focus on the peri-urban
areas.

Article 3 Legal Status

KUAP is a Non-Governmental Organisation created by its main stakeholders the
Archdiocese of Kisumu and St. Josephs Missionary Society (hereinafter referred to as
Mill Hill Missionaries).

Article 4 Identity
KUAP shall not be a political organisation nor shall it be operated for commercial gains,
but shall only be concerned with the welfare of humanity.
PART II VISION AND MISSION

Article 5 Vision
A community living a life of dignity and hope.

Article 6 - Mission
KUAP shall seek to work with the local community of Kisumu through the provision of
programmes in Community health, Education, Social services, targeting the youth,
children, women and vulnerable groups regardless of ethnic background, gender or
religion. This shall be done through an integrated framework for community
empowerment and participation for sustainable development.

Article 7 - Core Values

a)
b)
c)
d)
e)
f)
g)
h)

Spiritual inspiration as a source of motivation to our work;

Upholding promotion of human rights and gender equality
Promoting Community Participation;
Confidence in the community capacity to find resolutions to its own problems by
continuous learning.
Promotion of collaborative decision-making process
Creating and safeguarding collaboration with other agencies.
Transparency and accountability.
Promotion of effective efficient non-discriminatory and professional services

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Article 8 Objectives
Overall Objective
KUAP shall address poverty and public distress in Kenya with specific focus on Kisumu
city and peri-urban areas. In so doing, KUAP shall endeavour to provide responses to the
needs of urban communities utilizing community-based programs that minimize
dependency formation and foster long-term goals for self-support and sufficiency towards
holistic development.
Specific Objectives
i) To provide preventative and curative health services to improve the health status and
social welfare of the urban poor;
ii) To provide social services to enhance the welfare of children and youth at risk;
iii) To provide basic education and life skills training to children and youth;
iv) To reduce environmental degradation;
v) To network with relevant agencies in maximizing the impact of the activities for the
community; and
vi) To build the capacity of the community in Kisumu City and peri-urban areas to have
their own resource personnel.
vii) To do all such other things as are incidental or conducive to the attainment of the
above objectives.
In pursuit of the above, the organization shall be empowered among others:
i)
To promote such works and development projects as are a reasonably direct
means of addressing poverty or public distress and promoting holistic
development.
ii)
To make rules and regulations consistent with the above objectives for the
management and administration of KUAP.
iii) To appoint such committees or other bodies as KUAP may deem necessary in
connection with such management and administration.
iv) To make, amend, revoke and replace rules and regulations for the purpose of
defining the functions, powers and organisation of any such committee, body or
national office.
v)
To employ and pay upon reasonable and proper terms such officials and staff as
KUAP may from time to time deem fit, and to enter into any service agreements
for that purpose.
viii) To provide funds or other benefits for or to make any contribution to or support,
endow, promote, found or establish, or to join in the support, endowment,
promotion, foundation or establishment of any existing or new charity, charitable
trust, charitable purpose, charitable institution, charitable company or other
charitable body or organisation as the Board may deem fit and for that purpose:
ix) To establish an endowment fund to receive grants, donations, gifts and other
assistance in any form whatsoever from Kenya or from any other country or
source for any one or more of the objectives of KUAP and to establish non-profitmaking foundations or organizations in any country for the purpose of receiving
donations from private and corporate persons and for channelling the same to
KUAPs development operations;

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x)
xi)

To promote or assist in the promotion of any organisation or other body having

objectives similar to those of KUAP;
To make and develop rules, policies, procedures and by-laws to govern and
streamline the running of the Organisation, its component departments,
governance structure, AGMs etc. as the Board may deem fit so to do from time to
time.

PART III - GOVERNANCE

Article 9 The ARTICLE OF ORGANIZATION Structure

The management structure of KUAP shall consist of the following:
a) Board of Governors as policy makers of KUAP shall oversee the program
implementation.
b) Chief Executive Officer (CEO) accountable to the Board of Governors.

Article 10 The Board of Governors (the Board)

a) The Board of Governors (hereinafter referred to as the Board) shall consist of the
following office bearers:
i) A Chairperson appointed by the Archdiocese of Kisumu;
ii) A Vice Chairperson appointed by Mill Hill Missionaries;
iii) A Secretary who shall be appointed by the Board members;
iv) A Treasurer (Finance Advisor) who shall be appointed by the Board members;
v) The minimum number of Board members shall be five (5) while the maximum
shall be eleven (11).
vi) CEO who may act as Secretary to the Board but without voting rights;
vii) Non-Executive Chairpersons of each department of KUAP nominated by the
four Kisumu Town parishes, appointed by the Chairperson and Vice
Chairperson;
viii) A maximum of three persons with experience and relevant qualifications
appointed by the Chairperson and the Vice Chairperson of the Board for specific
professional support to the Board; The persons do not have to come from the
community.
b) With the exception of the CEO, all office bearers mentioned above shall serve a term
of three years, subject to re-appointment for a maximum of another three years. For
purposes of continuity, a time schedule of resigning shall be agreed upon.
c) The eligibility criteria of the Board members (excluding the CEO) are:
i) Willing to work voluntary in line with KUAPs vision and mission;
ii) Having relevant professional skills and working experience;
iii) Available on a regular basis for meetings during the full term of office;
iv) Not an employee or an immediate family member of an employee of KUAP;
d) The Board shall guarantee a gender balance for its members.

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Article 11 Executive Committee of the Board of Governors

The Executive Committee of the Board of Governors shall consist of the following office
bearers:
1) Chairperson of the Board;
2) Vice Chairperson of the Board;
3) Secretary;
4) Treasurer (Finance Advisor)
5) Portfolio holder of Human Resource & Administration Department;
6) CEO of KUAP with no voting rights.

Article 12 Duties of the Offices

a.

Board of Governors
The Board of Governors shall:
(i)
Be the custodian of the constitution and the organizations seal and ensure that
it is followed.
(ii)
Establish and periodically review KUAPs vision and core values.
(iii) Be responsible for deciding on policy and strategy of KUAP.
(iv) Have ultimate financial control and accountability and ensuring financial
sustainability of KUAP and its assets.
(v)
Raise funds for the organizations activities.
(vi) Approve and monitor the annual budget and amendments to the annual budget
including capital expenditure
(vii) Delegate authority to the CEO for the day-to-day management of KUAP.
(viii) Design performance management systems and setting benchmarks against
which performance for the whole organization is evaluated.
(ix) Approve the established staff Plan and remuneration system of KUAP and
decide on issues regarding discipline and termination of Employment
regarding the staff.
(x)
Support, supervise and monitor performance of the CEO.
(xi) Approve and facilitate the Strategic Plan development and monitor the overall
performance of the organization against its plans.
(xii) Receive reports, discuss and endorse them where appropriate.
(xiii) Establish, maintain and promote conducive external relationship.
(xiv) Promote the positive image of KUAP and lobby for support.
(xv) Review acquisitions and disposal of assets, which may be material to the
business, and affairs of KUAP.
(xvi) Approve KUAPs Annual Reports and Accounts and its published financial
statements and other material and significant Statements issued to the
stakeholders.
(xvii) Appoint members of the DAC.
(xviii) Conduct the Annual General Meeting (herein referred to as AGM).
(xix) Set up a sub-committee as may be considered necessary to deal with specific
functions of KUAP and Co-opt such individuals, as shall have requisite
background or expertise and experience in such committees.
(xx)
Decide on the composition of the Advisory council and the frequency of its
meetings.
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b. The Executive Committee of the Board of Governors

The Executive Committee shall:
i) Act on behalf of the Board in emergency situations for necessary decision
making, to be ratified by the Board in its next meeting;
ii) Approve projects before submission to donors or any other partner;
iii) Decide upon and call for extraordinary Board meetings.
iv) Be an opportunity for the CEO for consultation on matters of integration and
collective responsibility.

Article 13 Duties of the Office Bearers

a. The Chairperson of the Board
The Chairperson of the Board shall:
i) Be the legal representative of KUAP;
ii) Preside over Board meetings and General Meetings at which he or she is present;
iii) Together with the Vice Chairperson co-opt three independent persons with
experience and relevant qualifications to form a panel that shall short list,
interview and appoint the Non-Executive Chairpersons in the Board and the
community representatives in each DAC from the nominated Parish candidates;
iv) Appoint a maximum of three persons, with experience and relevant qualification
together with the Vice Chairperson for specific professional support to the Board;
v) Ensure that the Board fulfils its responsibilities to KUAP;
vi) Set the Board agenda and convene the meetings in consultation with the
Secretary;
b. The Vice Chairperson of the Board
The Vice-Chairperson of the Board shall:
i) In the absence of the Chairperson, have the same powers and responsibilities as
the Chairperson;
ii) Together with the Chairperson co-opt three independent persons to form a panel
that shall short list, interview and appoint the five Non-Executive Chairpersons
to the Board and the community representatives in each DAC from the
nominated sub-parish representatives.
iii) Shall appoint a maximum of three persons with experience and relevant
qualifications together with the Chairperson for specific professional support to
the Board.
c. The Secretary to the Board
The Secretary of the Board shall:
i) Keep minutes of the meetings of the Board of Governors and the General
Meetings;
ii) Carry out all correspondence and publicity on behalf of the Organization;
iii) Arrange for meetings of the organization on instructions of the Board of
Governors, in special circumstances, on the instructions of General Meetings.

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d. The Treasurer (Finance Advisor) of the Board

The Treasurer of the Board shall:
i) Advise the Board on proper accounting of all the financial records of the
Organization;
ii) Facilitate the opening and closing of bank accounts on the advice of the Board;
iii) Provide reports on the financial statement of the Organization and audited
accounts to the general meeting.

Article 14 Disqualification of Board Members

The office of a member of the Board shall be vacated if he/she:
a) Becomes bankrupt;
b) Has been found guilty of a criminal offence by the Kenyan Courts;
c) Becomes of unsound mind or by reason of infirmity is unable to carry out the
duties of an effective member;
d) Has failed to attend three consecutive Board meetings without notifying the
chairperson in writing in advance;
e) Has not disclosed interest in contract as mentioned in Article 23;
f) Resigns his or her office by notice in writing to KUAP Board; or
g) Is called upon to resign by 2/3 majority vote of the members of the Board passed
at a Board meeting.
PART IV MEETINGS AND QUORUMS

Article 15 Proceedings of the Board

The Board shall meet after every three months for the dispatch of business. The quorum
necessary for the transaction of business shall be not less than two-thirds of the Board
members. Questions arising at any meeting shall be decided by a majority of votes. In
case of any equality of votes the chairperson shall have a casting or second vote.
a. Normal Meetings
All normal meetings of the Board shall be summoned by the Secretary, acting in
consultation with the Chairperson, by giving at least fifteen days notice accompanied
by the proposed agenda.
b. Special Meetings
The chairperson of the Board may and on the request of at least two members of the
Board, at any time, summon a meeting of the Board and the secretary shall serve with
at least twenty-one days notice upon the several members of the Board with an
indication of the proposed agenda.

Article 16 General Meetings

a) KUAP shall in each year hold a General Meeting as the Annual General Meeting
(hereinafter also referred to as the AGM), in addition to any other meetings in the
year, and shall specify the meeting as such in the notice calling it. Not more than
eighteen (18) months shall elapse between the date of one AGM of KUAP and that of

CONSTITUTION OF KUAP-Pandipieri

b)
c)
d)
e)
f)

the next. Unless otherwise specified, all AGMs shall be held at the registered office
of KUAP;
The AGM is a consultative meeting for all stakeholders of KUAP (Kisumus local
communities, employees, beneficiaries, donors and/or any other interested parties);
The AGM shall be called Ordinary General Meeting and all other General Meetings
shall be called Extraordinary General Meetings.
The Board may, whenever it thinks fit, convene an Extraordinary General Meeting.
Conduct any other business normally conducted at an AGM.
The quorum for all General Meetings shall be 2/3 of members entitled to attend and
vote at such meetings.

Article 17 Notice of AGMs

Twenty-one days notice at least (exclusive of the day on which the notice is served or
deemed to be served and on the day for which it is given), specifying the place, the day
and the hour of meeting of KUAP shall, be deemed to have been duly called. Provided
also that accidental omission to give notice to or the non-receipt of notice of a meeting by
any person entitled to receive such notice shall not invalidate the proceedings of that
meeting.

Article 18 Proceedings at AGMs

The Chairperson, or in his absence the Vice Chairperson of the Board, if present, shall
preside at AGMs. If there is no such Chairperson or Vice Chairperson, or if at any
meeting neither is present within 15 minutes after the time appointed for holding the
meeting, the members present shall designate one of their members to be Chairperson of
the meeting.
In all cases, no AGM shall proceed without the required quorum, provided however; that
nothing in this Constitution shall prevent the holding of a duly convened AGM called
after failure to achieve a quorum at a previously called AGM, in all such cases, the
number of members present shall constitute a quorum.
PART V - FUNDS AND RESOURCE UTILIZATION

Article 19 Application of Funds and Assets

The funds and assets of KUAP shall be applied solely towards the promotion of the
objectives of KUAP as set forth in this constitution; and no portion thereof shall be paid
or transferred directly, or indirectly by way of dividend, gift, bonus or otherwise by way
of profit to the stakeholders of KUAP, provided that nothing herein shall prevent the
payment, in good faith, of reasonable and proper remuneration/honorarium or allowance
to any officer or servant of KUAP, in return for any services actually rendered to KUAP,
or prevent the payment of interest at a rate not exceeding current bank rate on money lent
or reasonable and proper rent for premises demised or let by any member to KUAP.
Provided also that no member of the Board of KUAP shall be appointed to any salaried
office of KUAP or any office of KUAP paid by fees, and that no remuneration or other
benefit in money or moneys worth shall be given by KUAP to any such Board Member
except repayment of out-of-pocket expenses and interest at the rate aforesaid on money
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lent, or reasonable and proper rent for premises demised or let to KUAP or token
payment for Board Members while participating in convened Board Meetings.

Article 20 Disclosure of Interest in Contracts

A member of the Board who is in any way, whether directly or indirectly, interested in a
contract or proposed contract with KUAP shall disclose the nature of his interest at a
meeting of the Board at which the question of entering into the contract is taken into
consideration. A member of the Board shall not vote in respect of any contract or
arrangement in which he is interested and if he shall do so his vote shall not be counted.

Article 21 Arbitration Clause

Save where by this Constitution the decision of the Board is made final if at any time
hereafter any dispute, difference or question shall arise between the Founders, Advisory
Council, Members, DAC or other persons or their personal representatives or any of them
respectively touching the construction meaning or effect of this Constitution or any cause
or thing therein contained or the rights or liabilities of the said parties respectively or any
of them under this Constitution or otherwise howsoever in relation to the Constitution
then every such dispute or question shall be referred to arbitration by a single arbitrator
appointed by agreement between the parties and in default of such agreement by the
Chairman for the time being of the Chartered Institute of Arbitrators (Kenya Branch) in
accordance with and subject to the provisions of the Arbitration Act (Chapter 49) of the
Laws of Kenya or any statutory modification or re-enactment thereof for the time being
in force.

Article 22 Indemnity of Board Members

Every member of the Board, shall be indemnified against (and it shall be the duty of the
Board, out of the funds of KUAP, to pay) all costs, losses and expenses which any such
person may incur or become liable for by reason of any contract entered into, or act or
thing done by him/her in good faith in the capacity aforesaid, in any way in the discharge
of his/her duties, including travelling expenses, and the Board may give to any officer or
employee of KUAP who has incurred or may be about to incur any liability at the request
or for the benefit of the Board, such security by way of indemnity as it may think proper.

Article 23 - Accounts
a) It shall be the responsibility of the CEO to cause the accounts to be kept and in
particular as regards:
i. the sum of money received and spent by KUAP and the matters in respect of
which such receipts and expenditures takes place;
ii. the assets and liabilities of KUAP;
b) The books of the accounts shall be kept at the office or at such other place or places
as the Board thinks fit, and shall always be open to the inspection of the members of
the Board during business hours.
c) Within six (6) months of KUAPs financial year-end, the Board shall cause to be laid
before the AGM proper financial reports for discussion and adoption.

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d) A proper Balance Sheet as at the date on which the income-expenditure account is

made up shall be prepared every year, and laid before those present at the AGM.
Every such balance sheet shall be accompanied by proper report of the Board and the
Auditors.
e) Copies of the income and expenditure account, balance sheet and reports, all of which
shall be framed in accordance with any statutory requirements for the time being in
force, and of any other documents required by law to be annexed or attached thereto
or to accompany the same shall, not less than twenty one clear days before the date of
the AGM, be sent to the auditors and to all other persons entitled to receive notices of
such meetings in the prescribed manner.

Article 24 The Auditors

a) KUAP shall at each Annual General Meeting appoint an Auditor or Auditors to hold
office until the next Annual General Meeting, Provided that a member of the Board or
other officer of the Organization shall not qualify to be appointed Auditor of KUAP.
b) The Board may fill any casual vacancy in the office of the Auditor, but while any
such vacancy continues, the surviving or continuing Auditor or Auditors, if any, may
act.
c) The remuneration of the Auditors of KUAP shall be fixed at the Annual General
Meeting, except that the remuneration of any auditors appointed to fill any casual
vacancy may be fixed by the Board.
d) Every Auditors of KUAP shall have a right to see all relevant documents and shall be
entitled to access at all times to the books and accounts he/she requires from the
Board.
e) The Auditors shall make a report to the members of the accounts examined by them
and on every balance sheet laid before the Organization at its Annual General
Meeting during their tenure of office, and the report shall state:
i)

Whether or not they have obtained all the information and explanations they
have required; and

ii) Whether, in their opinion, the balance sheet referred to in the report is
properly drawn up so as to exhibit a true and correct view of the state
of the organizations affairs.

Article 25 Inspection of Books of Accounts

The books of accounts and all documents relating thereto shall be available for inspection
at the registered office of KUAP on giving not less than seven days notice in writing to
KUAP, provided that the books of account and all documents relating thereto and list of
members shall always be open for inspection by members of the Board during business
hours.

Article 26 Financial Year

The financial year of KUAP shall begin on the first day of January and end on the last
day of December or at such other times as the Board may from time to time determine.

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PART VI - AMENDMENTS AND ENFORCEMENTS OF THE CONSTITUTION

Article 27 - Amendments
a) The Board may by special resolution passed by a 2/3 majority vote of the members
modify or repeal this constitution or adopt a new constitution or change the name of
KUAP, provided that no such alteration, amendment or modification shall be made
which shall impair or prejudice the effectiveness of the prohibitions contained in this
constitution against distribution of income, property and assets of KUAP to the
beneficiaries.
b) Any appeal against the adoption of such amendment shall be placed to the Chairman
of the Board in writing not later than fourteen (14) days after the passing of such
amendments. Such appeals shall be discussed at the next Board Meeting and its
majority decision(s) on the matter shall be final.

Article 28 - Enforcements
This Constitution shall be enforced by policies and by-laws as shall be drawn and
approved by the Board from time to time.
PART VII - DISSOLUTION AND DISPOSAL OF PROPERTY

Article 29 - Dissolution
(a)

(b)

(c)

(d)
(e)

KUAP shall only be dissolved by Law or by a resolution passed at a General

meeting with a quorum of 75% of the stakeholders and by a majority vote of those
present.
KUAP shall not wind itself up without prior consent in writing from the
Archbishop of the Kisumu Archdiocese and the Regional superior (East Africa)
Mill Hill Missionaries who are the main stakeholders. The NGOs Co-ordination
Boards regulations governing the dissolution of NGOs will strictly be adhered to.
In case of dissolution the property and assets shall be administered for sale to
settle the liabilities if any. The remaining assets, if any, shall remain the property
of the Archdiocese of Kisumu for use in similar activities, or may on the authority
of the Archdiocese of Kisumu be donated to another organization with similar
objectives.
No other stakeholders shall be entitled to claim ownership wholly or partially of
the property and assets of KUAP.
A general meeting without a quorum shall be rescheduled and reasonable time to
be given to stakeholders to attend the next one on schedule.

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PART VIII - AMENDMENT

AMENDMENT OF THIS CONSTITUTION

The amendments to this constitution was discussed and approved by the Board of
Governors:
ON THE [______] OF [_____________________] 2011 AND SIGNED BY:

ARCHDIOCESE OF KISUMU

_________
____
Fr. Moses Omolo
Chairperson Board of Governors
MILL HILL MISSIONARIES

____
Fr. Michael Ochwo, MHM
Vice Chairperson Board of Governors

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List of Acronyms
AC

Advisory Council

AGM

Annual General Meeting

Board

Board of Governors

BOG

Board of Governors

CBO

Community Based Organisation

DAC

Departmental Advisory Committee

PO

Programme Officer

FO

Finance Officer

HR&AO

Human Resource & Administration Officer

EC

Executive Committee of the Board

KUAP

Kisumu Urban Apostolate Programmes

NGO

Non-Governmental Organisation

MHM

Mill Hill Missionaries

MT

Management Team

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