Situation of Registered Office

3.1 The Registered Office of the Organization will be situated in Nairobi, Kenya.

Nature of Organization and liability Nature of Organization

3.2 The Organization is a non-governmental organization registered under the Act.

Liability of Members

3.3 The liability of the Members is limited to KES 100.

4.1 Every Member of the Organization undertakes to contribute to the assets of the Organization in the event of its being dissolved or wound up while he is a Member, or within one year of his ceasing to be a Member, for payment of the debts and liabilities of the Organization contracted before he ceases to be a Member, and the costs, charges and expenses of dissolution or winding up and for the adjustment of the rights of the contributories amongst themselves, such sum as may be required not exceeding the sum of Shillings one Thousand only (KES 1000).

Main Objective: To Promote Environmental Conservation

Specific Objectives

5.2.1 To train communities on appropriate methods to use natural resources in sustainable manner with the view of protecting and conserving the environment.

5.2.2 To work with relevant government institutions to train communities on farming practices that would minimize negative impacts on land, water resources and forests.

5.2.3 To enhance awareness of communities on collective responsibilities in environmental conservation for the benefit of all.

5.2.4 To work with agricultural institutions to encourage communities plant trees and plants suitable to specific climate zones of Kenya.

5.2.5 To enhance awareness of communities on the effects of human activities on land, air and water bodies.

5.2.6 To enhance forest cover by encouraging the planting of fruits bearing and wood fuel providing trees in homesteads that would provide nutrition and wood fuel while helping to reduce carbon dioxide concentration in the atmosphere.

5.2.7 To enhance the awareness of communities on the benefits of conserving forests along the riverbeds and other water sources.

5.2.8 To enhance awareness of communities on the effects of human activities on land, air and water bodies.

5.2.9 To enhance awareness of communities on their role to minimize the potential of climate change.

5.2.10 To train communities on income generating activities to be self-reliant to reduce their dependence on forests as sources of wood fuel.

5.2.11 To work with government institutions and beach leaders to encourage the use of recommended fishing gears and to protect fish breeding sites. To work with beach leaders and institutions recycling plastic wastes to establish plastic bottles collecting centers at beaches and landing points.

5.2.12 To work with community elders to enhance awareness on the benefits of indigenous environment conservation practices.

5.2.13 To encourage youth and women to establish tree nurseries as their source of income and as their contribution to the conservation of environment.

5.2.14 To work with relevant government institutions to train communities on appropriate methods to till land to minimize land erosion and degradation.

5.2.15 To work with relevant government institutions to train farmers on modern farming methods that are better matched to the available natural resources, can respond to market demands and are more profitable, stable, and sustainable.

5.2.16 To enhance awareness on the value of afforestation as a potential source of income and employment opportunities to the wider community through agroforestry production that attracts downstream processing industries.

5.2.17 To encourage communities to maintain essential ecological processes and life-supporting systems as a contribution towards environment conservation.

5.2.18 To take such steps by personal or written appeals, private meetings, public meetings or representations to Parliament, government entities and other bodies as may be deemed expedient to promote any of the objects of the Organization.

5.2.19 To raise, secure and utilize funds for the attainment of any or all objects of the Organization, and to do such other things as are incidental or conducive to the attainment of these objects.

Members to the organization will include the subscribers to this constitution and shall not be less than 5 at any time. The following classes of membership are available:

Ordinary Membership

6.1 All members subscribing to this Constitution shall be ordinary members.

Corporate Membership

6.2 Corporate Membership shall be open to any association, institution or business that is interested in supporting and furthering the aims and objectives of the Organization.

Honorary Membership

6.3 The Organization may admit to Honorary Membership any person or corporate body whom it wishes to honor for services to the Organization.

Application for Membership requires proposer and seconder

6.4 Every application for membership of the Organization shall be proposed by one and seconded by another Member of the Organization.

Form of application

6.5 The form of application for membership will be in the form approved by the Board from time to time.

Admission to membership

6.6 The Board must consider an application for membership at the next meeting of the Board after its receipt and determine, in its discretion, the admission or rejection of the applicant.

6.7 The Board does not have to give reasons for rejecting an application.

6.8 If an applicant is accepted for Membership the Secretary must notify the applicant of admission in such form as the Board determines and must enter the name and details of the applicant in the register of Members.

Limits on nomination of Members

6.9 Current employees of the Organization or any subsidiary of the Organization will not be eligible for nomination as Members.

6.10 Persons who have been excluded from membership under the terms of clause 6.9 will not be eligible for nomination as members for a period of two years from the end of their employment with the Organization or any subsidiary of the Organization (as applicable).

6.11 The Membership of persons who subsequently become employees of the Organization will lapse on the date that they become an employee of the Organization or subsidiary.

Register of Members

6.12 A register of the Members of the Organization must be kept at the registered offices of the organization.

6.13 The following details must be entered in the register of Members in respect of each Member:

Change of Details

6.14 Each Member must notify the Secretary in writing of any change in that person ‘s name, address, telephone, or facsimile number within one month after the change.

Removal and cessation of Membership Resignation

7.1 A Member may resign from membership of the Organization by giving a thirty days written notice to the Secretary.

7.2 The resignation of a Member is deemed to take effect from the date of receipt of the notice of resignation or such later date as is provided in the notice.

Termination of Membership

7.3 Membership of the Organization will terminate in the following instances:

Removal from membership for willful disregard of this Constitution

7.4 If a Member willfully refuses or neglects to comply with the provisions of this Constitution or any regulations of the Board made under this Constitution or is otherwise guilty of conduct which in the opinion of the Board is unbecoming of a Member or prejudicial to the interests of the Organization, the Board may by way of a two-thirds or unanimous vote, order the removal of that person from the register of Members. The member being removed should be accorded a right to fair hearing by the Board.

Rights of Members non-transferable

8.1 The rights and privileges of a Member are not transferable during the life of the Member and cease upon the person ceasing to be a Member.

Responsibilities of the members

9.1 Members will govern and oversee the operations of the Organization through acting as fiduciaries. The Members will be legally, financially and morally responsible for the Organization.

No profits for Members Transfer of income or property

10.1 The assets and income of the Organization are to be applied solely in furtherance of the objects of the Organization as stated in this Constitution and no income or property of the Organization may be paid or transferred, directly or indirectly to any Member.

Provision of services or information

10.2 Nothing in this clause 10 prevents the Organization from providing services or information to the Members on terms which are different from the terms on which services or information are provided to persons who are not Members.

Remuneration

10.3 Subject to clause 15.3, no remuneration or other benefit in money or money’s worth will be paid or given by the Organization to any Director except reimbursement of out-of-pocket expenses.

11.1 The Board shall be the policy organ and shall unless otherwise varied by a special resolution passed at a general meeting the Board consist of a minimum of Five (5) and a maximum of nine (9) members, three of whom will fill the honorary posts of Chairman, Secretary and Treasurer. In instances where the Chairman is absent, the Board members can elect one of their own to act in that position; the Chief Executive Officer shall be an Ex-Officio member of the Board.

The Management Structure

11.2 The Chief Executive Officer shall head the secretariat and shall be assisted by the employees of the Organisation to manage the day-to-day affairs of the Organisation. The management may pay all expenses incurred in setting up and registering the Organization and may exercise such powers of the Organization as are required by the constitution to be exercised to achieve the objectives of the Organization. No regulations made by the Organization in a General Meeting shall invalidate any prior act of the management, which would have been valid, if such regulations had not been made.

11.3 The Chief Executive Officer shall be an ex-officio member of and may be Secretary to the Board.

Duties of the Board

11.4 The Board will appoint and remove Directors by way of a formal resolution that is duly passed at a properly constituted meeting of the Board.

11.5 A resolution shall be put by the Chair at each annual General Meeting of Members to confirm the decisions made under clause 12.2 by the Board since the previous annual General Meeting.

11.6 The Board may exercise all those powers of the Organization as are not, by this Constitution, required to be exercised by the Members in General Meeting or otherwise.

By – laws

11.7 The Board may make by-laws, rules and regulations and may amend or rescind from time to time any such by-laws, rules or regulations provided they are not inconsistent with this Constitution. Any such by-laws, rules and regulations made, must be in the opinion of the Board, necessary or desirable for the proper control, administration and management of the Organization’s operations, finances, affairs, interests, effects and property and the duties, obligations and responsibilities of the Members.

Chairperson’s responsibilities

11.8 Leading the Board on organizational and financial aspects to ensure legal compliance.

11.9 Planning the annual cycle of Board meetings.

11.10 Overseeing /chairing Board and executive committee meetings.

11.11 Working in partnership with the Chief Executive Officer (CEO) to make sure Board resolutions are carried out.

11.12 Calling special meetings as necessary.

11.13 Assisting the CEO in preparing the agenda for Board meetings.

11.14 Subject to the terms of this Constitution dealing with adjournment of meetings, the ruling of the chairperson on all matters relating to the order of business, procedure and conduct of the General Meeting is final.

11.15 The Chairperson, in his discretion, may expel any Member or Director from a General Meeting if the Chairperson reasonably considers that the Member or Director’s conduct is inappropriate behavior.

Secretary’s responsibilities

11.16 Keeping minutes of the meetings of the Board and General Meetings.

11.17 Carrying out all correspondence on behalf of the Organization.

11.18 Arranging for meetings of the organization on instructions of the Board of Directors or in special circumstances on the instructions of General Meetings.

11.19 Ensuring that all necessary documents are lodged with the appropriate legal or regulatory authority within the prescribed timeframe.

11.20 Chairing meetings in the absence of the Chairperson.

Treasurer’s responsibilities

11.21 Keeping a proper accounting basis of all the financial records of the Organization.

11.22 Opening a bank account on the advice of the Board and ensuring that all drawings from the account are properly authorized.

11.23 Providing reports on the financial statement of the Organization and audited accounts to the General Meeting.

12.1 All normal meetings of the Board shall be summoned by the Secretary, acting in consultation with the Chairperson, by giving at least five days’ notice accompanied by the proposed agenda.

12.2 A member of the Board may request for a meeting, and on the request of at least two members of the Board, the Secretary shall at any time summon a meeting of the Board by at least twenty-one days of notice served upon the several members of the Board, with an indication of the proposed agenda.

General Meetings

12.3 The Organization shall in each year hold a General Meeting as the Annual General Meeting, in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Organization and that of the next.

12.4 The Annual General Meeting shall be held at such time and place as the Board shall appoint.

12.5 The Annual General Meeting shall be called Ordinary General Meeting, and all other general meetings shall be called Extraordinary General Meetings

Notice of General Meeting

12.6 Thirty days’ notice at least of every General Meeting will be given in the manner provided by this Constitution to the Members and such persons as are otherwise entitled under this Constitution to receive notice provided that, in the circumstances and subject to the conditions specified in the Act, a meeting may be called by notice shorter than specified in this clause.

12.7 The notice of a General Meeting must specify the place, the day and the hour of meeting and if the meeting is to be held in two or more places, the technology or form of communication that will be used to facilitate the meeting, the general nature of the business to be transacted and any other matters.

12.8 A notice of a General Meeting may be given by any form of communication permitted by the Board.

Eligible Members

12.9 Without limiting clause 7.4, only persons or other entities who or which have been admitted to Membership no later than one month in advance of any General Meeting of the Organization will be eligible to receive notice of that meeting, to receive copies of the Directors’ and auditors’ reports concerning the preceding financial year and to vote at that meeting.

12.10 Only persons or other entities who or which have been admitted to Membership no later than one month in advance of any given extraordinary General Meeting of the Organization will be eligible to receive notice of that meeting and to vote at that meeting.

Quorum at General Meetings

12.11 Business may not be transacted at a General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business.

12.12 Except as otherwise set out in this Constitution, half of the Members present in person or by proxy or representative is a quorum.

If a quorum is not present

12.13 If a quorum is not present within half an hour from the time appointed for the meeting or a longer period allowed by the chairperson:

12.14 If a meeting has been adjourned to another time and place determined by the Board not less than seven days’ notice of the adjourned meeting must be given in the same manner as in the case of the original meeting.

Quorum at adjourned General Meetings

12.15 At the adjourned meeting, two Members present in person or by proxy or representative is a quorum.

Appointment of Chairperson

12.16 A nominee Director or his proxy shall preside as Chairperson at every General Meeting of the Organization. If there is no chair, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, another Director elected by Members present shall preside as Chairperson.

Adjournment of meetings

12.17 The Chairperson may, with the consent of any meeting at which a quorum is present, and must if so, directed by the meeting, adjourn the meeting to another time and to another place.

12.18 The only business that may be transacted at any adjourned meeting is the business left unfinished at the meeting from which the adjournment took place.

12.19 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting must be given as in the case of an original meeting.

12.20 Except when a meeting is adjourned for thirty days or more, it is not necessary to give a notice of an adjournment or of the business to be transacted at an adjourned meeting.

Voting by show of hands

12.21 At a General Meeting a resolution put to the vote of the meeting must be decided on a show of hands. A declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minutes of the proceedings of the Organization, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against the resolution.

Voting rights of Members

12.22 Every Member present in person or by proxy or representative has one vote.

Vote of the chairperson at General Meetings

12.23 In the case of an equality of votes the chairperson of a General Meeting is entitled to a second or casting vote.

Objections to voter qualification

12.24 No objection may be raised to the qualification of a voter except at the meeting or adjourned meetings at which the vote objected to is given or tendered.

12.25 An objection to the qualification of a voter must be referred to the chairperson, whose decision is final.

12.26 A vote not disallowed according to an objection as provided in this Constitution is valid for all purposes.

Mode of meeting for Members

12.27 The General Meeting of the Organization shall be held at such time and place as the Board shall appoint and may be conducted with participation by Members in person or means of conference call or other communication facilities as permit all Members participating in the meeting to hear each other simultaneously and such participation shall constitute a presence at a meeting of the Members as if those participating were present in person.

Resolution in writing

12.28 A resolution in writing signed by all Members, excluding Members who have been given leave of absence, is to be treated as a determination of the Members passed at a meeting of the Members duly convened and held.

Form of resolution in writing

12.29 A resolution in writing may consist of several documents in like form, each signed by all the Members and if so, signed it takes effect on the latest date on which a Member signs one of the documents.

12.30 If a resolution in writing is signed by a proxy of a member, it must not also be signed by the appointing Member and vice versa.

12.31 In relation to a resolution in writing a document generated by electronic means which purports to be a facsimile of a resolution of Members is to be treated as a resolution in writing and a document bearing a facsimile of a signature is to be treated as signed.

13.1 At meetings of Members a Member may vote in person or by proxy. A Member, which is a corporation, may appoint an individual as a representative.

13.2 Subject to the terms of their appointment, a person attending as a proxy of a Member, or as representing a corporation which is a Member has all the powers of a Member, except where expressly stated to the contrary.

Appointment of proxies

13.3 A Member may appoint another person as their proxy to attend and vote instead of the Member. A proxy must be a Member or, in the case of a corporate Member, an authorized representative of such Member.

13.4 A document appointing a proxy must be in writing and signed by the Member making the appointment.

Authority of proxies

13.5 A document appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where the document so provides, the proxy is not entitled to vote on the resolution except as specified in the document.

13.6 Except as expressly provided by the document appointing a proxy, an appointment of a proxy confers authority to do all things that the Member can do in respect of a General Meeting.

Verification of proxies

13.7 Before the time for holding the meeting or adjourned meeting at which a proxy proposes to vote, the document appointing the proxy must be deposited with the Organization.

13.8 This document must be received at the Office, at a fax number or the specified electronic address at the Office or at another place, fax number or electronic address specified for that purpose in the notice convening the meeting, not less than twenty-four hours before the time for holding the meeting.

Validity of proxies

13.9 A proxy document is invalid if it is not deposited or produced prior to a meeting, or a vote being taken as required by this Constitution.

Revocation of appointment of proxy

13.10 A vote given in accordance with the terms of a proxy document is valid despite the occurrence of any one or more of the following events if no intimation in writing of any of those events has been received by the Organization at the Office before the commencement of the meeting or adjourned meetings at which the document is used:

14.1 Any of the following persons may convene a meeting of the Board at any time:

Notice of Board meetings

14.2 Notice of each meeting of the Board must be given to each Director at least five business days before the meeting or at another time determined by resolution of the Board.

14.3 Despite that requirement, the Board may waive in writing the required period of notice for a particular meeting and it is not necessary to give a notice of a meeting of the Board to a Director who has been given leave of absence.

Mode of meeting for the Board

14.4 The Board meetings shall be held at such time and place or manner as the Board determines and may be conducted with participation by Directors in person or means of conference call or other communication facilities as permit all Directors participating in the meeting to hear each other simultaneously and such participation shall constitute a presence at a meeting of the Board as if those participating were present in person.

Elections and Quorum at Board meetings

14.5 Elections for Board members and officials of the organization who shall include but not limited to the Chair, Secretary, Treasurer, and other members shall be conducted at an Annual General Meeting of the Members after every three (3) years following the year of the last election.

14.6 The tenure of office for all elected officials shall be three (3) years and shall be renewable once upon re-election. An official who has served for an aggregate six (6) year period shall only be eligible for another election to the same or new position after a new set of officials have served for a minimum of three (3) years.

14.7 At a meeting of the Board, the number of Directors whose presence is necessary to constitute a quorum is two.

If the number of Directors is reduced below the number necessary for a quorum of the Board, the continuing Director or Directors may act only in any of the following circumstances:

Voting at Board meetings

14.8 Questions arising at a Board meeting must be decided by a majority of votes of Directors present and voting,

Chairperson at meetings

14.9 The Chair shall preside as chairperson at every meeting of the Board.

14.10 If there is no Chair or if at any meeting, the Chair is not present within 10 minutes after the time appointed for holding the meeting, or if being present, the Chair is unwilling to preside, the Board may choose a Director present to chair the meeting.

Chairperson’s vote at Board meetings

14.11 In the event of a tied vote at meetings of the Board, the chairperson has a second or casting vote.

Participation where Directors interested

14.12 A Director must disclose any interest to the Board at a meeting in which the proposed contract is being taken under consideration. A Director who has a material personal interest in a matter that is being considered at a meeting of the Board must not do either of the following:

14.13 A Director may still execute on behalf of the Organization any document in respect of any contract or arrangement in which he or she is interested.

Validity of acts

14.14 All acts done by a meeting of the Board or by a person acting as a Director are valid even if it is later discovered that there is a defect in the appointment of a person or that they or any of them were disqualified or were not entitled to vote.

Minutes

14.15 The Board must cause minutes of all proceedings of General Meetings and of meetings of the Board to be entered, within one month after the relevant meeting is held, in books kept for the purpose.

14.16 The Board must cause all minutes communicating changes in the organization or in any other way relevant to the Regulator to be so filed with the Regulator within 14 days from the date of the meeting.

14.17 The Board must cause all minutes, except resolutions in writing treated as determinations of the Board, to be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting.

15.1 Directors may be paid all travelling, accommodation, and other expenses properly incurred by them in attending and returning from meetings of the Board or General Meeting or otherwise in the execution of their duties as Directors.

Directors’ fees

15.2 Subject to clauses 15.3 and 15.4, the Directors are not entitled to any remuneration by virtue only of their position as Directors.

Payment for services

15.3 A Director who, with the unanimous approval of the Board, other than the Director or Directors affected, is called upon to perform extra services or to make a special exertion or to undertake executive or other work for the Organization beyond or outside of the Director’s ordinary duties or is engaged to provide any other service, may be paid a fee for those services, exertions or work. Such transactions must be reported in the annual report of the Organization as related party transactions.

15.4 The amount may be paid either by fixed sum or in such other manner as is determined by the Board.

16.1 No Director is entitled to appoint a person to act as an alternate Director for them.

Board Vacation of office

16.2 The office of Director becomes vacant if any of the following occurs:

17.1 Every Officer, Director and other officer and every past Officer, Director and other officer of the Organization is indemnified by the Organization, to the fullest extent permitted by law, against a liability incurred by that person as an officer of the Organization or a subsidiary of the Organization, including legal costs and expenses incurred in defending an action.

Insurance premiums

17.2 The Organization may pay the premium on a contract insuring a person who is or has been an Officer, Director, or other officer of the Organization to the fullest extent permitted by law.

18.1 If the Organization has one, the Board must provide for the safe custody of the Seal.

Execution of documents

18.2 The Organization may execute a document by affixing the Seal to the document where the fixing of the Seal is witnessed by any of the following:

18.3 The Organization may execute a document without the use of a seal if the document is signed by either of the following:

Official seals

18.4The Organization may have for use in place of the Seal outside the jurisdiction where the Seal is kept one or more official seals, to be used in accordance with procedures approved by the Board.

19.1 Upon the winding up or dissolution of the Organization, any remaining property after satisfaction of all debts and liabilities, will not be paid to or distributed among the Members, but will be given or transferred to another non-profit making institution or some other institution which then satisfies both of the following requirements:

Provided that such non-profit making institution or institutions shall be determined by the Members of the Organization at or before the time of dissolution, and in default thereof by a Judge of the High Court of Kenya, and if and so far as effect cannot be given to the aforesaid provisions then to some other charitable object.

20.1 A registered auditor must be appointed by a resolution put to the annual General Meeting. The remuneration of the auditor must be fixed and the auditor’s duties regulated in accordance with this Constitution.

20.2 A Member of the Board or other Officer of the Organization shall not be capable of being appointed Auditor of the Organization.

20.3 The Board may fill any casual vacancy in the office of Auditor, but while any such vacancy continues, the surviving or continuing Auditor or Auditors, if any, may act.

20.4 The remuneration of the Auditors of the Organization 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.

20.5 Every Auditor of the Organization shall have a right to see all vouchers of the Organization and shall be always entitled to access to the books and accounts and require from the Board and other Officers of the Organization such information and explanations as may be necessary for the performance of the duties of an Auditor.

20.6 The Auditor 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:

20.7 The balance sheet shall be signed on behalf of the Board by two of the members of the Board one of whom must be the nominee of the Principal Member, and the Auditor’s report shall be attached to the balance sheet, or there shall be inserted at the foot of the balance sheet a reference to the report, and the report shall be presented to the Organization at the annual General Meeting, and shall be open to inspection by any Member.

21.1 The books of account and all documents relating thereto, and list of Members of the Organization shall be available for inspection at the Office by any member of the Board or Member of the Organization on giving not less than seven days’ notice in writing to the Organization.

22.1 A notice by either the Organization or a Member in connection with this Constitution may be given on behalf of the Organization or Member by a Director or the Secretary of the Organization or Member.

22.2 The signature of a person on a notice given by the Organization may be written, printed, stamped or an electronic reproduction of a written signature.

Method of giving notices

22.3 In addition to the method for giving notices permitted by statute, a notice by the Organization or a Member in connection with this Constitution may be given to the addressee by any of the following means:

Address for giving notices to Members

22.4 The street address or postal address of a Member is the street or postal address of the Member shown in the Register.

22.5 The facsimile number or e-mail address of a Member is the number which the Member may specify by written notice to the Organization as the facsimile number or e-mail address to which notices may be sent to the Member.

Address for giving notices to the Organization

22.6 The street and postal address of the Organization is the Office.

22.7 The facsimile number or e-mail address of the Organization is the number which the Organization may specify by written notice to the Members as the facsimile number or e-mail address to which notices may be sent to the Organization.

Time notices are given

22.8 A notice given in accordance with this Constitution is to be taken as given, served and received at the following times:

Proof of giving notices

22.9 The sending of a notice by facsimile or e-mail and the time of completion of transmission may be proved conclusively by production of the relevant one of the following:

Persons entitled to notice of meeting

22.10 Notice of every General Meeting must be given by a method authorized by this Constitution to all the following persons:

22.11 No other person is entitled to receive notices of General Meeting.

23.1 Except as specifically contemplated to the contrary in this Constitution, the Organization may, in any manner permitted by the Act, exercise any power, take any action or engage in any conduct or procedure which is permitted under the Act.

The financial year of the Organization shall begin on the first day of January and end on the last day of December of every year.

Amendments to this Constitution

24.1 Subject to the provisions of the Act and Regulation 21 of the Non-Governmental Organizations Co-ordination Regulations of 1992, the Organization may by Special Resolution passed at a General Meeting of the Members, alter, amend, modify or repeal this Constitution or adopt a new Constitution or change the name of the Organization, provided that no such alteration, amendment or modification shall be made which shall impair or prejudice the effectiveness of the prohibition contained in clauses 9 and 19 hereof against distribution of the income, property and assets of the Organization to the Members.

25.1 The Organization shall not be dissolved or wound up except by a Special Resolution passed at a General Meeting of the Members. The quorum at the meeting shall be fifty percent of all Members of the Organization. If no quorum is obtained, the proposal to dissolve or wind up the Organization shall be submitted to a further General Meeting which shall be held one month later. Notice of this meeting shall be given to all Members of the Organization at least fourteen days before the date of the meeting. The quorum for this second meeting shall be the number of Members present provided however that no dissolution or winding up shall be effected without the prior consent in writing of the Non-Governmental Organizations Co-ordination Board obtained upon application to the Executive Director for the time being of the Board and signed by three Officers of the Organization.

25.2 Upon dissolution of the Organization, its remaining assets shall be distributed to another Organization with similar objectives.