Charter
Articles of Incorporation
CONSTITUTION
WOMEN’S AID KENYA -FOUNDATION
PART 1: Name and Location
1.1: Name
The name of the Foundation hereafter referred to as “WOMEN’S AID KENYA FOUNDATION” or “the foundation.”
1.2: Registered Office and Registered Agent
The registered office of the Foundation shall be located in the Kisumu East District, Kisumu County of the former Nyanza Province of Kenya at such place or places as may be fixed from time to time by the Executive upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office. The initial Registered Office of the Foundation shall be located at: P.O Box 6873-40100 Kisumu, and the initial designated agent for service of process of the foundation shall be The Director.
1.3: Other Offices
The foundation may have other offices within or outside Kisumu East District, in the Greater Kisumu County OR KENYA at such place or places as the Executive may from time to time determine.
ARTICLE II
Purpose
2.1: Legal status
WOMEN’S AID KENYA FOUNDATION is an Foundation registered with the Ministry of Gender, Children,Labour and Social Development
2.2: Purpose
WOMEN’S AID KENYA FOUNDATION shall not be a political Foundation nor shall it be operated for commercial gains, but shall only be concerned with the wellbeing of Women and Girls, with special emphasis on empowering them to self sufficiency.
2.3: Vision
“A just and inclusive society where all women live in safety, dignity, and equality, free from violence and discrimination.”
2.4: Mission
To empower women and communities to build a just society free from violence, discrimination, and inequality.
2.5: Core values.
- We are ambitious but practical. We aim to affect a larger societal change but also focus on making a tangible difference to Women and Girls
- WOMEN’S AID KENYA FOUNDATION values diversity. We operate without prejudice and maintain an open and welcoming environment.
- We value collaboration within and outside our Foundation. We accomplish more by forming partnerships and utilizing the skills and expertise of all our constituents.
- Integrity, transparency, and inclusion are guiding principles for our programmes and activities. We are responsible to those we exist to serve – and accountable to them. We are scrupulous, efficient, and honest.
2.6: Objectives
Specific objectives of WOMEN’S AID KENYA FOUNDATION:
- To implement programs that will improve the welfare of Women and Girls in the community
- To formulate programs aimed of promoting/mitigating the effects of climate change with emphasis on Women and Girls
- To become a platform that transforms,informs and inspires communities on health and poverty eradication
- To work towards uplifting the livelihood status of households headed by Women and Girls
- To build partnerships, linkages, collaboration and networks with relevant agencies, individuals and firms to maximize the impact of our work.
ARTICLE III
Membership
3.1: Types of Membership
Membership of WOMEN’S AID KENYA FOUNDATION shall consist of five categories:
- Individual members. Any person shall be eligible for individual membership provided they have been vetted.
- Affiliate Foundations. Foundations shall be eligible for membership if they have similar objectives to WOMEN’S AID KENYA FOUNDATION, wish to stand in solidarity with WOMEN’S AID KENYA FOUNDATION, or support WOMEN’S AID KENYA FOUNDATION through financial or other contributions. Affiliate Foundations must be sponsored by either a WOMEN’S AID KENYA FOUNDATION officer or a WOMEN’S AID KENYA FOUNDATION member and shall have no voting rights.
- Student / pupil members. Student / pupil members shall be any disadvantaged persons below 18 years, or any person under 35 years of age who is a student in good standing at an accredited school.
- Honorary / Patron members. Honorary / Patron members shall be outstanding men and women committed to the rights young people and dedicated to helping the youth. Patrons may be admitted upon recommendation by an officer or member in good standing but shall have no voting rights.
- Volunteers. Persons who volunteer their time to WOMEN’S AID KENYA FOUNDATION or interns with an attachment at WOMEN’S AID KENYA FOUNDATION may qualify for volunteer membership, at the discretion of the Director.
3.2: Admission
A Member shall be admitted according to the regulations set forth below. All fees shall be subject to revision by the Executive.
- Each Individual Member shall pay to WOMEN’S AID KENYA FOUNDATION an annual subscription fee of KSh 100,and Monthly subscription of Kshs.50/= refundable on notice of a week when one desires to leave the Foundation on a written notice,20% service fee will be charged on the total amount if one does not give notice.
- Organization’s who qualify as affiliate members shall pay a membership fee of not less than KSh 5,000.
- Student/pupil members shall not pay any annual subscription fee or a membership fee.
- Honorary members shall pay a membership fee of not less than KSh 10,000.
- Volunteer members shall not pay any annual subscription fee or a membership fee so long as they qualify for this class of membership.
3.3: Other rules on membership
- Any member desiring to resign from the Foundation shall submit his/her written resignation to the secretary to the Executive. The resignation will take effect immediately upon receipt by the secretary of such notice.
- Any member whose account or activities’ profile with the Foundation is in arrears or has not actively participated in the activities of the Foundation for a period of at least four months or has missed four consecutive meetings or Foundations official meeting without duly informing a WOMEN’S AID KENYA FOUNDATION members or officer of the Executive shall be declared not in good standing.
- Expulsion of a member of WOMEN’S AID KENYA FOUNDATION requires the recommendation of at least 7 registered members and at least a two-thirds (2/3) majority vote of the Membership Advisory Council.
- A member may be expelled on the grounds that his/her conduct has adversely affected the reputation and dignity of the Foundation, that he/she has contravened one or more provisions of the Foundation’s constitution and rules, or that he/she has negligently harmed the Foundation
- Any person who ceases to be a member shall not be entitled to any refund of any subscription fee or membership fee without written notice at the 80% of the Total contribution.
ARTICLE IV
Governance
4.1: The management structure
The management structure of WOMEN’S AID KENYA FOUNDATION shall consist of the following:
- An Executive overseeing the affairs of WOMEN’S AID KENYA FOUNDATION and in charge of oversight, policy formation, and steering the direction of the Foundation.
- A programme officer and programme heads, if any, who form the Programme Management Team (PMT) entrusted with the responsibility of the day-to-day operations of WOMEN’S AID KENYA FOUNDATION.
- A Membership Advisory Council (MAC) comprising elected members of WOMEN’S AID KENYA FOUNDATION. The MAC is charged with the responsibility of ensuring all programmes, policies, interventions, and decisions safeguard the values and interests of WOMEN’S AID KENYA FOUNDATION members.
- Other committees as may be determined from time to time by the Executive, the Programme Management Team, or the Membership Advisory Council, in response to the needs of the Foundation.
4.2: The Executive
- The Executive, hereafter referred to as “the Board” shall consist of the following officers:
- A chairperson elected by MAC members and WOMEN’S AID KENYA FOUNDATION stakeholders through a democratic process;
- A vice chairperson who is chosen in the same fashion as the chairperson;
- A secretary who is nominated by WOMEN’S AID KENYA FOUNDATION
- A treasurer who is nominated by WOMEN’S AID KENYA FOUNDATION
- Two (2) officers from the MAC;
- Not less than two (2) nor more than four (4) experts in the fields of Resource Mobilization, Entrepreneurship, public health, or community development who are appointed by the chairperson and vice chairperson of the Executive.
- Officers shall serve a term of two (2) years and are subject to re-appointment for terms of two (2) years, but shall be eligible to serve no more than five (5) consecutive or non-consecutive terms for a total service of no more than ten (10) years.
- To be eligible for service, Executive officers must:
- Be willing to work without remuneration in line with WOMEN’S AID KENYA FOUNDATION’s vision and mission;
- Have relevant professional skills and work experience;
- Be available on regular basis for meetings during the full term of the office;
- Not be a WOMEN’S AID KENYA FOUNDATION employee or an immediate family member of a WOMEN’S AID KENYA FOUNDATION employee.
- The Executive shall
- Oversee recruitment, appointment, and discipline of the programme officer and other members (if any) of the Programme Management Team.
- Ratify and periodically review WOMEN’S AID KENYA FOUNDATION’s strategic plan.
- Develop and review policies and operating procedures for WOMEN’S AID KENYA FOUNDATION.
- Ensure stability and financial sustainability of WOMEN’S AID KENYA FOUNDATION.
- Oversee, supervise and monitor budgets.
4.3: Duties of Officers on the Executive
- The chairperson of the board shallBe the ultimate legal representative of WOMEN’S AID KENYA FOUNDATION and have the general supervision of the affairs of the Foundation;Preside over all meetings of the Executive;Together with the vice chairperson, appoint the two (2) MAC officers who will serve on the Executive from the pool nominated by WOMEN’S AID KENYA FOUNDATION members;Together with the vice chairperson, appoint between two (2) and four (4) experts for professional support to the Executive;Perform such other duties as are incident to the office or are properly required of the chairperson by the Executive.
- The vice chairperson shallHave all the powers and responsibilities of chairperson in the absence of the chairperson;Together with the chairperson, appoint the two (2) MAC officers who will serve on the Executive from the pool nominated by WOMEN’S AID KENYA FOUNDATION members;Together with the chairperson, appoint between two (2) and four (4) experts for professional support to the Executive;Perform such other duties as are incident to the office or are properly required of the vice chairperson by the Executive.
- The secretary shallIssue notices for all Executive meetings;Keep minutes of all meetings;Carry out correspondence on behalf of the Executive;Make such reports and perform such other duties as are incident to the office or are properly required of the secretary by the Executive
- The treasurer shall
- Have the custody of all monies and securities of the Foundation and be the ultimate monitor of the regularity of the books of account;
- Along with co-signatories, disburse the funds of the Foundation in payment of the just demands against the Foundation or as may be ordered by the Executive;
- Perform such other duties as are incident to the office or are properly required of the treasurer by the Executive.
- The two (2) MAC officers serving on the Board shall represent the WOMEN’S AID KENYA FOUNDATION membership and report Executive activities to them.
- The two (2) to four (4) Experts shall provide technical advice to assist in the running affairs of the Executive.
4.4: Programme Management Team
- The Programme Management Team (PMT) shall consist of the WOMEN’S AID KENYA FOUNDATION programme officer, the assistant (if any), and programme heads of WOMEN’S AID KENYA FOUNDATION projects (if any).
- The Programme Management Team (PMT) shall:
- Be responsible to the Executive;
- Coordinate the day to-day management of WOMEN’S AID KENYA FOUNDATION including programme activities.
- Develop, implement, and oversee programmes and strategies to achieve the objectives and goals set forth by WOMEN’S AID KENYA FOUNDATION;
- Monitor the financial activities of WOMEN’S AID KENYA FOUNDATION by ensuring proper accounting and record keeping of funds received and spent by WOMEN’S AID KENYA FOUNDATION;
- Provide concise quarterly financial statements and activity reports of WOMEN’S AID KENYA FOUNDATION to the Executive and Membership Advisory Council;
- Ensure the proper use of facilities, assets and/or any other resources of WOMEN’S AID KENYA FOUNDATION.
4.5: Membership Advisory Council (MAC)
The Membership Advisory Council shall consist of WOMEN’S AID KENYA FOUNDATION members elected by the membership body and appointed by the chairperson and vice chairperson of the Executive. The MAC shall be responsible for ensuring all decisions taken by the Executive and Programme Management Team conform to the original Vision of WOMEN’S AID KENYA FOUNDATION and that Members’ interests are safeguarded. They shall also choose from among their number two (2) officers to represent the membership and the MAC on the Executive.
4.6: Disqualification of Executive and MAC Members
Any person serving on the Executive or the Membership Advisory Council shall be disqualified if he/she:
- Is convicted of a criminal offence by a court of law;
- Becomes unable to carry out his/her duties;
- Has failed to attend 4 consecutive Executive or MAC meetings without proper written notice;
- Has failed to disclose a conflict of interest;
- Resigns his/her office in writing to WOMEN’S AID KENYA FOUNDATION; or
- Is called upon to resign by two-thirds (2/3) majority vote of the members of the Executive or MAC members at an official meeting.
ARTICLE V
Meetings and Quorums
Article 5.1: Conventions and Meetings of the General Membership
WOMEN’S AID KENYA FOUNDATION shall have two types of general meetings; an Annual General Meeting and a Special General Meeting.
- Annual General Meeting. An Annual General Meeting (AGM) shall be held at the registered office in the first quarter of each fiscal year. Notice of the meeting shall be given in the form of a memo affixed to the official notice board of WOMEN’S AID KENYA FOUNDATION no less than one (1) week prior to the event. All WOMEN’S AID KENYA FOUNDATION members, officers of the Executive, and members of the MAC shall be invited to attend. The meeting shall be chaired by the programme officer. The agenda of the meeting shall be decided upon by the program officer but must include elections (by WOMEN’S AID KENYA FOUNDATION members) of MAC office bearers and shall take into account issues WOMEN’S AID KENYA FOUNDATION members wish to be discussed.
- Special General Meeting. A Special General Meeting (SGM) may be called for any reason by the Membership Advisory Council, by the Executive, or upon written petition of at least five (5) WOMEN’S AID KENYA FOUNDATION members. The meeting shall be held at the registered office and notice in writing of such meetings shall be affixed to the official notice board of WOMEN’S AID KENYA FOUNDATION not less than seven (2) days before the date of the meeting.
5.2: Voting at Meetings of the General Membership
- At an AGM and a SGM, each member with voting rights shall have one vote and voting may not be done by proxy.
- An elective office of the Executive shall be elected or nominated at the appropriate AGM and shall continue in office for two (2) years.
- Any individual or student member in good standing wishing to run for election to an office shall be eligible.
- All elections shall be by secret ballot.
- Forty (10) members in good standing duly registered and presented at an AGM constitute a quorum
- If within thirty (30) minutes from the appointed time of a meeting a quorum of members is not present, the meeting shall be adjourned and will resume after seven days, at the same venue and time.
- In the case of equality of votes the programme officer shall have the decisive vote.
- The chairperson at his/her discretion may limit the number of persons permitted to speak in favour of or against any motion.
5.3: Meetings of the Executive
- Normal Meetings. The Executive shall meet not less than twice monthly. The quorum necessary for the transaction of business shall be two–thirds (2/3) of the Board members. Decisions shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall cast a second vote which shall be the tie-breaking vote.
- Special Members Meetings. Special meetings of the Membership may be called at any time by the Chair or upon written request by any two officers. Such meetings shall be held at the registered office of the Foundation or at such other place or places as the Executive may from time to time designate.
- Notice. Notice of all meetings of the Executive shall be given by the secretary to each Executive by at least one (1) day prior service of the same by letter, electronic message, or personally. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.
5.4: Meetings of the MAC
The MAC shall meet in such places and at such times as may be decided by themselves provided that these meetings take place no less frequently than twice per annum.
ARTICLE VI
Funds and Resource Utilization
6.1: Remuneration
The funds and assets of WOMEN’S AID KENYA FOUNDATION shall be applied solely towards the promotion of the objectives of WOMEN’S AID KENYA FOUNDATION as set forth in this constitution. No stated salary shall be paid to officers of the Foundation, as such, for their service, but by resolution of the Executive, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Executive or SMM; provided, that nothing herein contained shall be construed to preclude any officer from serving the organisation in any other capacity and receiving compensation therefore.
6.2: Loans
No loans shall be made by the Foundation to any officer of the Executive, member without the approval of 2/3 majority.
6.3: Disclosure of Interest in Contracts
A member of the Executive or Member who is in any way, whether directly or indirectly, interested in a contract or proposed contract with WOMEN’S AID KENYA FOUNDATION shall disclose the nature of his interest at a meeting of the Executive, or Special Members Meeting at which the question of entering into the contract is taken into consideration. A member of the Executive or Special Members Meeting shall not be eligible to vote in respect of any contract or arrangement in which he/she is interested.
6.4: Indemnification of Officers, Directors, Employees, and Agents
The Foundation shall indemnify its members and agents to the greatest extent permitted by law.
6.5: Accounts
- The monies of the Foundation shall be deposited in the name of the Foundation in such bank or banks or trust company or trust companies as the Executive shall designate, and shall be drawn from such accounts only by cheque or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Executive.
- The Treasurer of WOMEN’S AID KENYA FOUNDATION, supervised by the Executive, shall cause the accounts of the Foundation to be kept in proper order including the maintenance of an accurate record of all incoming monies, receipts of expenditures, total assets, and liabilities of WOMEN’S AID KENYA FOUNDATION.
- The books of the accounts shall be kept at the registered office or at such other place or places as the Executive may from time to time designate and shall be open for inspection to members of the Executive, and the general WOMEN’S AID KENYA FOUNDATION membership during business hours.
- Within three (3) months of the close of the fiscal year, financial reports from the finished year including an accounting of all income and expenditures shall be made available to the Executive and the general WOMEN’S AID KENYA FOUNDATION membership.
6.6: Auditors
- The Foundation shall appoint an Auditor to hold office annually.
- The Foundation shall fix the remuneration of the Auditor(s) and the auditor may have no financial or other interest in WOMEN’S AID KENYA FOUNDATION.
- The Auditor shall have the right to see all relevant vouchers, receipts, invoices, and other financial documents of the Foundation and shall be entitled to access at all times to the books and accounts he/she requires from the Foundation
- The Auditors shall make a comprehensive report of the accounts examined and the Executive shall make this report available to all WOMEN’S AID KENYA FOUNDATION members.
6.7: Inspection of Books of Accounts
The books of the accounts and all documents relating thereto shall be available for inspection at the registered office of WOMEN’S AID KENYA FOUNDATION during normal business hours.
6.8: Fiscal year
The fiscal year of WOMEN’S AID KENYA FOUNDATION shall begin on the first day of January and end on the last day of December or be such other period as the Board may from time to time determine
ARTICLE VII
Amendments and Enforcements
7.1: Amendments
- The Board may, by special resolution passed by a two–thirds (2/3) vote of members modify or repeal this constitution or adopt a new constitution or change the name of WOMEN’S AID KENYA FOUNDATION, provided that no such alteration, amendment or modification shall be made which impair or prejudice the effectiveness of the prohibitions contained in this constitution against distribution of income, property and assets of MEMBERs to the beneficiaries.
- Any appeal against the adoption of such amendment shall be placed to the chairperson of the Foundation in writing not later than fourteen (14) days after the passing of such amendments. Such appeals shall be discussed at a Executive meeting and its majority decision(s) on the matter shall be final.
7.2: Enforcements
This constitution shall be enforced by policies as shall be drawn and approved from time to time by the Members. A set of by-laws to govern the Foundation will be available to members for daily running of the Foundation.
ARTICLE VIII
Dissolution and Disposal of Property
8.1: Dissolution of the Foundation
WOMEN’S AID KENYA FOUNDATION shall not be dissolved except by majority vote passed at an Annual or Special General Meeting.
8.2: Asset Disposal
Upon the time of dissolution of WOMEN’S AID KENYA FOUNDATION, assets shall be distributed by the MEMBERs, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses, in a charitable manner consistent with the vision and goals of the Foundation or shall be distributed to the national government, or to a provincial or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the district in which the principal office of the organisation is then located, exclusively for such purposes or to such Foundation or Foundations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IX
Ratification
This constitution has been placed before WOMEN’S AID KENYA FOUNDATION members and stakeholders and has been agreed upon.
THIS CONSTITUTION IS HEREBY RATIFIED IN THE ANNUAL GENERAL MEETING HELD ON
THE _______OF _________________, 2025 AND SIGNED BY ITS OFFICIALS:
____________________________________________ _________________
LINDA OTIENO date
Chairperson, WOMEN’S AID KENYA FOUNDATION
____________________________________________ _________________
DORMIN MUTUNYE MUSEE date
Secretary, WOMEN’S AID KENYA FOUNDATION
____________________________________________ _________________
DAVID JACKSON date
Treasurer, WOMEN’S AID KENYA FOUNDATION
DRAWN BY: SIGNED:—————————————————-
OWITI,MWALO,ODHIAMBO AND ASSOCIATE ADVOCATES
TUMAINI MALL,1ST FLOOR,SUITE 103.
RING ROAD;MILIMANI
P.O.BOX 7873-40100
KISUMU