1. Constitution
Sangale
Community
Development
Association
August 2011
8/14/2011

2. Constitution of Sangale Community Development Association
THE PREAMBLE
WE THE INDIGENOUS RIPARIAN INHABITANTS OF THE LOWER TANA RIVER BASIN
DETERMINED
 To save succeeding generations from the inequity in advanced formal and informal
education, health and economic development, which in our lifetime has brought
untold sorrow to the inhabitants.
 To regain faith in fundamental inalienable rights, in the dignity and decorum of the
inhabitants; without distinction on age, sex, political, religious or other opinion in
the restoration of equity and equitability rights among the inhabitants.
 To establish conditions under which justice and respect for the obligations arising
from common traditional laws, natural societal norms and the rule of law can be
maintained.
 To protect the fauna and flora of the Lower Tana Basin from environmental
degradation while promoting conservation by modern scientific methods,
indigenous socio-cultural techniques and traditional laws and regulations.
 To promote socio-cultural welfare and improvement of life conditions for the
inhabitants.
AND FOR THESE ENDS
 To entrench traditional rights to dignity of life as foundation of rights.
 To promote entrepreneurship development, good health practices and
infrastructure development.
 To foster capacity building and nurture good governance.
 To unite our strength to maintain inter- and intra-community peace, harmony and
security.
 To embrace good environmental practice as the foundation of developmental
entrepreneurship.
 To employ national and international machinery for the promotion of economic and
socio-cultural advancement of the inhabitants.
HAVE RESOLVED TO COMBINE OUR EFFORTS TO ACCOMPLISH THESE AIMS
Accordingly, our respective Communities, through their representatives to the Council
of Delegates, who have been granted full powers and found to be in good and due form,
have agreed to prescribe to the present Constitution of Sangale Community
Development Association and do hereby establish an organisation to be known as the
Sangale Community Development Association.
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3. Constitution of Sangale Community Development Association
THE CONSTITUTION
1.0 NAME The name of the Association shall be the Sangale Community
Development Association (hereinafter called “The Association”).
2.0 OBJECTS - The Association is established:
2.1 To relieve poverty, sickness and the vulnerable among them and to promote the
benefits thereto the indigenous riparian inhabitants of the Tana River Basin in the
former Tana River District and in Diaspora (hereinafter described as “the area of
benefit”) without distinction of age, sex, political, religious or other opinion, by
associating the statutory authorities, voluntary organisations and inhabitants in a
common effort to advance education, health and economic development and to
provide facilities in the interests of socio-cultural welfare, for recreation or other
leisure-time occupation with the object of improving the conditions of life for the
said inhabitants, while suppressing environmental degradation;
2.1.1 To nurture and perpetuate income generating activities, projects and programs as
a basis of fulfillment of objects outlined herein.
2.1.2 To establish or to secure the establishment of Community Centers (hereinafter
called 'the Centers') and to maintain them and to manage to cooperate with any
local statutory authority in the maintenance and management of such a Center for
activities promoted by the Association and its constituent bodies in furtherance of
the above objects.
2.2 In furtherance of the above objects, but not further or otherwise, the
Association may:
2.2.1 Provide or secure the provision of social services, educational and recreational
facilities, and practical assistance for elderly and disabled people within the area
of benefit;
2.2.2 Provide or secure the provision of welfare rights advice and information and
refer those in need of professional assistance to the relevant agencies;
2.2.3 Provide, maintain and equip, or assist in the provision, maintenance and
equipment of, premises and facilities designed to carry out the objects of the
Association;
2.2.4 Promote and carry out, or assist in promoting and carrying out research, surveys
and investigations, and publish the useful results thereof;
2.2.5 Organise or assist in organising meetings, lectures, classes and exhibitions and
publish or assist in publishing reports, periodicals, recordings, books or other
documents or information;
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4. Constitution of Sangale Community Development Association
2.2.6 Obtain collect and receive money by way of grants, donations, bequests, legacies
or other lawful method, provided that the Association may not engage in any
form of permanent trading;
2.2.7 Purchase, take on lease or in exchange, hire or otherwise acquire any real or
personal property and any rights and privileges necessary for the promotion of the
above objects and construct, maintain and alter any buildings or erections which
the Association may think necessary for the promotion of its objects;
2.2.8 Make any regulations for any property which may be so acquired;
2.2.9 Subject to any consents as may be required by law, sell, let, mortgage, dispose
of or turn to account all or any of the property or assets of the Association with
a view to the furtherance of its objects;
2.2.10 Receive money on deposit or loan and borrow or raise money in such a manner
as the Association shall think fit subject to such consents as many be required by
law;
2.2.11 Invest the monies of the Association not immediately required for the furtherance
of the said objects in or upon such investments, securities or property as may be
thought fit, subject nevertheless to such conditions (if any) as may for the time
being be imposed or required by law;
2.2.12 Recruit and train volunteers with relevant skills to carry out the objects of the
Association;
2.2.13 Employ and pay any person or persons, not being a member or members of the
Management Council referred to below, to supervise, organise and carry on the
work of the Association and make all reasonable and necessary provision for the
payment of remuneration to employees;
2.2.14 Promote and organise co-operation in the achievement of the above objects and
to that end to work in association with local authorities and voluntary
organisations engaged in the furtherance of the above objects in the area of
benefit;
2.2.15 Do all such other lawful things as may be necessary for the attainment of the
above objects or any of them.
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5. Constitution of Sangale Community Development Association
3.0 MEMBERSHIP
3.1 Membership of the Association shall be open to the following, irrespective of
political party, nationality, religion or political opinion:
3.1.1 People from the indigenous riverine communities, aged sixteen years or over,
living within the area of benefit.
3.1.2 Individual Communities who belong the indigenous riverine communities will
form branches and will each send 3 (three) representatives to the Council of
Delegates (CD).
3.1.3 The Chairman of the Council of Elders (Mgasa), the State Holder
(Hae/Haye/Hayu/Haju), the Chief Healer(Mgangana ywe Kieti) and the Matriarch
(Gombolo) of each community shall be admitted as Sage Members and shall enjoy
ex-officio status; the same echelon of Leaders in the Overall Community (Vieti)
hierarchy shall enjoy the same status and privileges herein outlined.
3.1.5 Organisations within the area of benefit, whether voluntary or statutory, may
upon application to and with approval of CD be admitted as Affiliated Members
and such approval of the CD shall not be unreasonably withheld.
3.1.6 Well-wishers anywhere or persons who, in the opinion of the CD, have special
knowledge or experience to offer to the Association; such may be admitted as
Associate Members
3.2 Corporate members shall each be entitled to be represented 3 (three) duly
authorized delegates, one of whom shall be of opposite gender, to CD with power
to vote on behalf of the member.
3.3 Sage, Affiliate, and associate members shall each be entitled to be represented at
meetings of the CD by a duly authorized representative but shall have NO right to
VOTE on behalf of the member or their own behalf whatsoever and/or regardless
of any other provision herein to the contrary.
3.4 The CD shall have prerogative to determine the rate of annual subscription
appropriate to each category of membership, issue membership cards, badges
and/or stickers and shall have the right for good and sufficient reason to
terminate the membership of any member provided that the member concerned
shall have the right to be heard by the CD before the decision is made.
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6. Constitution of Sangale Community Development Association
3.5 The CD shall form an ad hoc committee of 3 (three) to 5 (five) members, from
within its ranks, to constitute a Board of Inquiry which shall give its
recommendation within 14 (fourteen) days from the date of its constitution to
the CD through the MC, where the membership termination involves a member
of the CD; during which period the member shall remain suspended.
3.6 The decision of the CD shall be final and an aggrieved member so affected may
appeal to the CD through the MC for review and/or re-instatement of
membership.
4.0 COUNCIL OF DELEGATES
4.1 Except as provided otherwise in this Constitution the policy and general
management of the affairs of the Association shall be set and directed by the CD
which shall meet not less than twice and not more than quarterly and shall
consist of not less than half plus one (1) of the total duly registered corporate
members provided a minimum of a quarter of other member categories shall also
be in attendance.
5.0 MANAGEMENT COUNCIL
5.1 Except as provided otherwise in this Constitution the implementation of policy
and general management of the affairs of the Association shall be directed by a
Management Council (MC) which shall meet not less than 6 times a year and not
more than monthly; they shall consist of not less than one third and not more
than half less one of the CD of the Association; elected at an Annual General
Meeting.
5.2 Nominations from full corporate members of the Association for members of the
MC must be in writing and must be in the hands of the Honorary Secretary of the
Association at least seven (7) days before the Annual General Meeting hereinafter
mentioned.
5.3 Should the number of nominations exceed the number of vacancies, election shall
be by secret ballot of the members of the Association present and voting at an
Annual General Meeting.
5.4 Should the number of nominations be less than the number of vacancies, further
oral nominations may with the approval of the Annual General Meeting be invited
from members present and voting at the said Annual General Meeting.
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7. Constitution of Sangale Community Development Association
5.5 The MC elected at an Annual General Meeting shall have the power to co-opt
further members, who shall be individual nominees of corporate members, who
shall serve until the conclusion of the next following Annual General Meeting
PROVIDED THAT the number of co-opted members shall not exceed one third of
the total membership of the MC. Co-opted members shall have the right to
VOTE
5.6 The office of Chairperson shall be filled by direct nomination by a person eligible
to be a member of CD, belongs to the penultimate age group to the CE
(mabiso), rotational among corporate members and preferably hold a degree
from a recognized university; it shall not be held by any one person for more
than 3 consecutive terms, an individual with overt or/and covert political
leanings, a person eligible for membership to the CE.
5.7 The Chairperson excepted, the 3 (three) Vice Chairperson, Honorary Secretary
General, 3 (three) Deputy Secretary General, Honorary Treasurer, Organising
Secretary, Director of Elections, Director of Youth Affairs, Director of Women
Affairs, Director of External Linkages and Communication ( Spokesperson),and the
Director of Operations (Principal Assistant to the Chair) who shall be the Honorary
Officers of the Association, shall be nominees of full Corporate Members, of the
Association and shall be elected biannually by and from the members of the CD
on rotational basis at their first meeting following the Annual General meeting.
5.8 Any vacancies created shall be filled by nomination and elections in accordance
with Clauses 5.6 and 5.7, PROVIDE THAT the status quo on community
representation in portfolio balancing as was at the time the vacancy was created
is maintained.
5.9 The Director of External Linkages and Communication shall be the official
spokesperson and publicist of the Association and Principal Deputy to the
equivalent post in the CE (Gasa); his /her nomination shall be approved by half
plus (1) one of Sage Members of the Association or the CE.
5.10 Any member of the MC who fails to attend 3 (three) consecutive Council
meetings without reasonable excuse shall lose her/his place on the Council which
may be in accordance with Clause 5.8 above.
5.11 The Trustees shall be notified of and shall be entitled to attend all meetings of the
MC but shall not have the power to vote.
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8. Constitution of Sangale Community Development Association
6.0 FUNCTIONS OF THE COUNCIL OF DELEGATES
6.1 The CD may set such policy as its members consider appropriate for the
efficient conduct of the business of the MC and the Association.
6.2 The CD may appoint sub-committees, advisory groups or working parties of its
own members and other persons as it may from time to time decide necessary
for the carrying out of its work and may determine their terms of reference,
duration and composition. All such sub-committees shall make regular reports
on their work to the CD for perusal and/or deliberation
6.3 The proceedings of the CD shall not be invalidated by any failure to elect or any
defect in the election, appointment, co-options or qualifications of any member.
7.0 FUNCTIONS OF THE MANAGEMENT COUNCIL
7.1 The MC may make such regulations as its members consider appropriate for
the efficient conduct of the business of the MC and the Association, subject to
approval by CD at its earliest sitting.
7.2 The MC may appoint such staff as its members consider necessary on
such terms and conditions as they may determine.
8.0 CHAIRING MEETINGS
8.1 All meetings of the Association or of any of its sub-committees shall be presided
over by its Chairperson, or in his/her absence, its Vice-Chairperson. If neither is
present, those present may elect one among themselves to take the Chair. [The
Chairperson of any meeting shall have a second or casting vote].
9.0 FINANCE
9.1 All monies raised by or on behalf of the Association shall be applied to further
the objects of the Association and for no other purpose PROVIDED THAT nothing
herein contained shall prevent the payment of legitimate out-of-pocket
expenses to members of the Association engaged upon the approved business
of the Association.
9.2 The Honorary Treasurer shall keep proper accounts of the finances of the
Association.
9.3 The financial year of the Association shall run from 1st January to 31st December.
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9. Constitution of Sangale Community Development Association
9.4 The accounts shall be audited at least once a year by an auditor or
auditors who shall be appointed at the Annual General Meeting.
9.5 An audited statement of accounts for the last financial year shall be
submitted by the CD to the Annual General Meeting.
9.6 A bank account shall be opened in the name of the Association with Kenya
Commercial Bank Ltd. or with such other bank as the CD shall from time to time
decide. The Committee shall authorise in writing the Honorary Treasurer and 2
members of the Committee to sign cheques on behalf of the Association. All
cheques must be signed by not less than 2 of the 3 authorised signatories.
10.0 TRUST PROPERTY
10.1 The Association may appoint and may terminate the appointment of not less than
3 (three) and not more than 5 (five) Sage Members to act as Trustees for the
purpose of holding any monies or property belonging to the Association. The title
to all or any such real and/or personal property which may be required by or for
the purposes of the Association shall be vested in the Trustees who shall hold
such property in trust for the Association. The Trustees shall act under the
instructions of the MC who shall, subject to the approval and consent of the CD.
10.2 The Office of Trustee shall not be held by person for more than 2 consecutive
terms, with the initial appointment of 3 (three) and the remaining 2 (two) being
filled in subsequent Annual General Meeting; which shall have power to fill
vacancies among the Trustees.
11.0 ANNUAL GENERAL MEETING
11.1 The first Annual General Meeting of the Association shall be held not later than
the second Saturday of December 2011 and on the second Saturday of
December each year thereafter. An Annual General Meeting of the Association
shall be held at such place and time (not being more than 12 months after the
holding of the preceding Annual General Meeting) as the Committee shall
determine.
11.2 At such an Annual General Meeting the business shall include the
following:
11.2.1 The election/confirmation of members to serve on the Committee;
11.2.2 The appointment of an Auditor or Auditors,
11.2.3 The consideration of an Annual Report of the work done by or
under the auspices of the Committee;
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10. Constitution of Sangale Community Development Association
11.2.4 The consideration of the audited accounts;
11.2.5 The transaction of such other matters as may from time to
time be considered necessary.
12.0 SPECIAL GENERAL MEETING
12.1 The CD may at any time at its discretion and shall upon a requisition signed by not
less than half plus 1 (one) of Corporate members, having the power to vote and
giving reasons for the request, call a Special General Meeting of the Association
for the purpose of altering the Constitution in accordance with Clause 15 hereof
or of considering any matter which may be referred to them by the CD or for any
other purpose.
13.0 RULES OF PROCEDURE AT ALL MEETINGS
Voting
13.1 Subject to the provisions of Clause 15 hereof all questions arising at any meeting
shall be decided by a simple majority of those present and entitled to vote
thereat. [In case of an equality of votes the Chairperson shall have a second or
casting vote].
Minutes
13.2 Minute books shall be kept by the CD, MC and all sub committees and the
appropriate Secretary shall enter therein a record of all proceedings and
resolutions.
Quorum
13.3 The quorum at General Meetings of the Association shall be Half plus1 (one) of
Corporate Members and at meetings of the MC shall be Half plus 1 (one) or
such other numbers as the CD may from time to time determine.
Standing Orders
13.4 The CD shall have power to adopt and issue Standing Orders and/or Rules for
the Association. Such Standing Orders and/or Rules shall come into operation
immediately PROVIDED ALWAYS THAT they shall be subject to review by the
Association in General Meeting and shall not be inconsistent with this
Constitution.
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11. Constitution of Sangale Community Development Association
14.0 ALTERATIONS TO THE CONSTITUTION
14.1 Any alterations to this Constitution shall receive the assent of not less than three
quarter plus one of the corporate members of the Association present and voting
at the Annual General Meeting or a meeting specially called for the purpose and
not less than two thirds other categories of members of the Association in
attendance; PROVIDED THAT notice of any such alteration shall have been
received by the Honorary Secretary in writing not less than 21 clear days before
the meeting at which the alteration is to be brought forward.
14.2 At least 14 clear days’ notice in writing of the meeting setting forth the terms of
the alteration to be proposed shall be sent by the Honorary Secretary to each
member of the CD, PROVIDED FURTHER THAT no alteration shall be made which
would cause the Association to cease to be a charity at law.
15.0 DISSOLUTION
15.1 If the MC by a two thirds majority decides at any time that on the grounds of
expense or otherwise it is necessary or advisable to dissolve the Association,
they shall call a meeting of full members of the CD Association.
15.2 If such decision shall be confirmed in the manner of clause 14.0, the CD shall
have power to dispose of any assets held by or in the name of the Association
15.3 Any assets remaining after the satisfaction of any proper debts and liabilities
shall be given or transferred to such other charitable institution or institutions
having objects similar to the objects of the Association as the CD may decide.
16.0 INDEMNITY
16.1 The Association shall indemnify and keep indemnified every officer, member,
volunteer and employee of the Association from and against all claims, demands,
actions and proceedings (and all costs and expenses in connection therewith or
arising therefrom) made or brought against the Association in connection with
its activities, the actions of its officers, members, volunteers or employees, or in
connection with its property and equipment but this indemnity shall not extend
to liabilities arising from willful and individual fraud, wrongdoing or wrongful
omission on the part of the officer, member, volunteer or employee sought to be
made liable.
16.2 The Treasurer shall effect a policy of insurance in respect of this indemnity.
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