:: The Centre for Legal Information and Communication in Kenya

articles

ARTICLE I
NAME
The Official name of this organization shall be in English as follows:
The Centre for Legal Information and Communication in Kenya;
In abbreviated form the organization may be referred to as CLICK.

ARTICLE II
OFFICIAL HEADQUARTERS
Section 1. The Official headquarters of the CLICK shall be located in Nairobi in the Republic of Kenya.
Section 2. Any offices involved with Secretarial work, outside Nairobi shall only be established with the approval of the Governing Board.

ARTICLE III
NATURE OF THE ORGANIZATION
The Organization shall be a non-governmental, non-partisan, non-political, non-sectarian and non-profit organization.

ARTICLE IV
OBJECTS
Section 1.
To support an agenda for civil society and other interested groups in Post Election 2007 Kenya for transitional justice to end past injustices and prevent human rights abuses.

To provide a Forum for dialogue and develop mechanisms for national recovery and reconciliation amongst different communities and groups;
To build the capacity of local communities for emotional and psychological healing;
To develop supportive structures for the enhancement of the socio-economic situation of internally displaced persons and refugees;
To support all initiatives that enhance the delivery of efficient and effective transitional justice by State and Non State Actors within Kenya;
To support any initiatives toward the urgent setting up of a National Truth, Justice and Reconciliation Commission in Kenya.
To promote the principles and aims of the United Nations and of the Organization of African Unity and associated institutions and conventions in their legal, economic and social aspects;
To enhance the legal status of all Kenya Citizens and other residents of Kenya through legal information services, awareness training and education;
To enhance and promote the social, cultural and legal welfare of Kenyans and other residents of Kenya through advocacy, community participation, education and other related services;
To support all institutions of Government in research, training and information dissemination in the area of transitional justice and related policies and practices towards more effective implementation of nation building and peace and reconciliation activities;
To source for materials and develop training in different aspects of law for transformation, justice, truth and human rights protections.
To research, package and distribute research findings and other relevant information and where necessary to develop training programmes necessary for easier access and use for members of civil society;
To focus in the improvement of services of the members of the legal reform and human rights professions and easier access to justice of their clients in common through legal aid, legislative revision, public education and information, and through cooperation with other like minded governmental and non-governmental organizations;
To assist in the service provision of continuous legal education to members of the legal profession, the Judiciary, the Office of the Attorney-General, the Parliament and to government bodies involved in the making of reformed and just laws and policies in Kenya;
To package such materials through computer software, and through other intermediate technology mediums in the languages of English and Kiswahili, for the use of Government officials, members of the civil society and the common residents of Kenya;
Co-operate with organized judicial associations in order to create better relations in the legal profession and uphold the standards and ethics of the profession;
Affiliate with other organizations upon recommendation of the Governing Board;
To raise funds by any lawful means and to apply the same towards the attainment of the objects of the organization;
To provide professional, advisory and consultancy services in policy, research, planning and management to any other body or sector that may require such services;
To do all such other things as are or may be deemed incidental or conducive to the attainment of any or all of the objects and exercise any or all of the powers of the organization.

ARTICLE V
GOVERNING BOARD

For the proper management of the affairs of the organization there shall be a Governing Board (hereinafter, referred to as the Board) who shall be responsible for making organizational policy.
The Board will include the Originators of the Centre who are named in the First Schedule of this Constitution.
Membership to the Board may be increased by invitation by the Originators of the Centre and may consist of other legal, human rights and humanitarian advocates and practitioners.
The Board shall have a Secretary who shall be the Chief Executive Officer who shall be one of the Originators of the Center.
The Board will appoint other secretarial staff, and be responsible for the general appraisal and monitoring of the functions of the Secretariat.
The Board shall be responsible for the disciplinary measures against its own members and will conduct any appeal procedures relating to the same and for the secretariat staff where appropriate.
Any member of the Board, who misses three consecutive meetings without reasonable excuse, may be removed and replaced.
Any member of the board may resign at any time upon giving 30 days notice in writing.
The quorum for the board meetings shall be (3) members present in person.

ARTICLE VI
OFFICE BEARERS
Section 1.
The Governing Board of the organization shall have amongst its members a Chairperson, Vice Chairperson, Secretary and Treasurer who shall be the bearers of the Organization.

Section 2.
All Office Bearers shall serve for three years or until successors shall have been duly appointed and shall be eligible for re-appointment for a subsequent term.

ARTICLE VII
DUTIES OF THE OFFICE BEARERS
Section 1.
The Duties of the Office Bearers shall be such as are implied by their respective titles and as is in this Constitution. All officers shall make a permanent record of their work and shall turn it over to their successors at the expiration of their term of office.

Section 2.
1. The Chairperson shall act as liaison officer between the organization and its affiliates and head delegations of the organization. He/She shall perform all other duties as usually pertains to the office of Chairperson.
2. The Chairperson may from time to time, delegate duties to the Chief Executive Officer or to any member of the Board.

Section 3.

The Secretary shall deal with all the correspondence of the organization concerning the meetings of the Board.
The Secretary shall issue notices convening all meetings of the Board and all General and other meetings of the organization and shall be responsible for keeping minutes of all such meetings for the preservation of all records of the proceedings of the organization and the Board.
The Secretary shall received and disburse, under the directions of the Board, and in consultation with the Treasurer, all moneys belonging to the Organization and shall issue receipts for all moneys received by here and preserve vouchers for all moneys paid out by him/her.
The Secretary is responsible to the Board and to the members of the organization that proper books of account and all moneys received and paid out by the organization are written up, preserved and available for inspection.
The books of accounts and all documents relating thereto and a list of members of the Organization shall be available for inspection at the registered office to the organization by any officer or member of the organization on giving not less than seven (7) days notice in writing to the Secretary.
The Chairperson and the Board may from time to time delegate their various responsibilities to the Chief Executive Officer to ensure a more efficient running of the affairs of the organization.

Section 4.
The Board shall fill vacancies occurring in any office of the Board for the balance of the unexpected term. Should any Member be incapable of discharging the duties of his/her office, the Board shall designate a replacement for the duration of his/her incapacity.

ARTICLE VIII
BOARD MEETINGS
Section 1.

An Annual Retreat, which shall constitute the Organization’s Annual General Meeting (AGM), shall be held not later than the second week of April in each fiscal year. Notice in writing of such meeting, accompanied by the annual statement of account and the agenda for the meeting shall be sent to all Board members not less that 21 days before the date of meeting.

The Secretary to the Board shall circulate an agenda including any resolutions submitted by the members or the Board at least seven days before the date of the meeting.
The fiscal year of the organization shall begin on the 1st day of January every year and shall end on the last day of December in the same year.

Section 2.

1. The agenda for any annual general meeting shall consist of the following:

i) Confirmation of the minutes of the previous annual general meeting
ii) Consideration of the accounts
iii) Board Matters, including membership
iv) Appointment of Auditors and the fixing of their remuneration
v) Such other matters as the Board may decide or as to which notice shall have been given in writing by a member or members to the Secretary at lease twenty-eight (28) days before the meeting
vi) Annual Report of the Secretariat and Programmes of the Organization.
vii) Review of the Organization’s Activities
vi) Any other business with the approval of the Chairperson
viii) Quorum for any annual general meeting shall be determined by the Board

2. All rules adopted by the annual general meeting shall be binding on the organization.

Section 3.

The Board shall have the power to convene a Special general meeting for any specific purpose. Notice in writing of such meeting shall be to all members not less than 7 days before the date thereof.

ARTICLE IX
AMENDMENTS TO THE CONSTITUTION

Amendments to the Constitution of the organization must be approved by a majority of members at a general meeting of the organization.
Notice of intention to move such an amendment must be given to the Secretary of the Board and the draft amendment must be circulated to each member of the Board at least 30 days prior to the date of such meeting.
Such amendments even when passed by a General meeting cannot, however, be implemented without the prior consent in writing of the NGO Co-ordination Board, obtained upon application made in writing to the Director, and signed by three office bearers.

ARTICLE X
CONDUCT OF MEMBERS

Section 1. In case of any infringement of any of the provisions stated in this constitution or if the conduct of any member, in the opinion of the Board is injurious to the reputation and running of the affairs of the organization, or is deemed to be an action of fraud or libel against the Organization, the Board may take such action as it may deem fit.

Section 2. (a) Any such action by the Board can take one or more of the forms of a demand for a written apology, written warning, fine, suspension or expulsion from the organization.

ARTICLE XI
AUDITOR
Section 1.

An auditor shall be appointed for the following year by the annual general meeting.
All the organizations accounts records and documents shall be open to the inspection of the auditor at any time.
The treasurer shall produce an account of receipts and payments and a statement of asset and liabilities made up to a date, which shall not be less than six weeks and not more than three months before the date of the annual general meeting.
The Auditor shall examine such annual accounts and statements and clarify that they are correct, duly vouched ad in accordance with the law or report to the Organization I what respect they are found to be incorrect, unvouched or not in accordance with the law.
A copy of the auditors report on the accounts and statements together with such accounts and statements shall be furnished to all members at the same time as the notice convening the annual general meeting is sent out. An auditor may be paid such honorarium for such duties as may be resolved by the annual general meeting appointing him/her.
The accounts of the organization shall be audited within three months of the expiry of each fiscal year by such auditors as appointed by members at the Annual General meeting.

ARTICLE XII
FUNDS
Section 1.

The Funds of the Organization may only be used for the following purposes:-

For running the office and implementing and furthering the objects of the organization.
For matters relating or incidental to the promotion of the objects of the Organization including travel and consultancy allowances as may be decided by the Board.

Section 2.
All moneys and funds shall be received, shall be deposited in the name of the Center in any bank or banks approved by the Board.

Section 3.
A sum not exceeding an amount to be determined by the board, may be kept by the Secretary for petty disbursement of which proper accounts shall be kept.

ARTICLE XIII
PROTECTION AGAINST PERSONAL LIABILITY
Section 1.

Every member of the Board and every officer and employee of the organization and any person acting on the lawful directions of the Board, or the Chairperson or the Chief Executive Officer, shall be indemnified and shall be deemed always to have been indemnified out of the funds of the organization.

Section 2.
Provided that no payment shall be made under his/her indemnity unless the person against whom any such claim is made:

Has given notice in writing to the Board within thirty (30) days of the claim being made against her in respect of which he proposes to rely on this indemnity; and
Acts in response to such claim on the directions, if any, reasonably given to him/her by the board.

ARTICLE XIV
SECRETARIAT
Section 1 .

The Chief Executive Officer shall oversee and supervise, under the direction of the board:

The implementation and execution of policy formulated by the Board.
The appointment to and separation from the organization of professional and other staff, and to take any necessary disciplinary measure of the same.
The coordination and running of Programmes.
Networking with affiliate and other relevant organizations.
Co-ordinate organizations activity.
Fundraise for all above mentioned activities.

Section 2.
The Chief Executive Officer shall report to and update the Board, of all secretariat activities on a regular basis. He/she shall be the Secretary to the Board.

Section 3.
The Chief Executive Officer shall supervise the working of all branches and report to the Board on the same.

Section 4.
The Board shall delegate to the Chief Executive Officer such of its functions under this constitution as are necessary for the effective transactions of the day to day business of the organization.

Section 5.
The remuneration of the permanent staff of the Secretariat will be determined by the Board.

ARTICLE XV
DISSOLUTION

Section 1.
The organization shall not be dissolved except by a resolution passed at a general meeting of members of a vote of two thirds members present. The quorum at the meeting shall be provided in this Constitution. If no quorum is obtained, the proposal to dissolve 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 14 days before the date of the meeting. The quorum of this second meeting shall be the number of members present.

Section 2.
Provided however that no dissolution shall be affected except with the prior consent in writing of the NGO Co-ordination Board obtained upon written application addressed to the Director and signed by members of the Governing Board.

Section 3.
When the dissolution of the organization has been approved by the NGO Co-ordination Board, no further action shall be taken by the Board or by any office bearer other than to liquidate the assets of the organization. Subject to the payment of all debts of the organization,the balance thereof shall be distributed in such other manner as may be resolved by the meeting at which the resolution for dissolution is passed.