THE CONSTITUTION OF PAMOJA HEARTS OF HARMONY(HOH)
ARTICLE 1: WHO WE ARE
PAMOJA HEARTS OF HARMONY (PAMOJAHOH) is a Non-Profit Organization whose mission is to bring together Kenya Nationals living in USA, in particular Washington state to offer to the members assistance through a benevolent fund in the event of death of a member or the member’s nuclear family (core family): Member, Spouse, Children, Father, Mother. A member who has NO parents at the time of registration will be allowed to nominate only one beneficiary who shall be known as “Parents Nominee”
ARTICLE 2: DEFINITIONS
In this Constitution and the Organization by-laws, unless the context otherwise requires, the following word shall have the following meaning:
Organization:
It shall refer to Pamoja Hearts of Harmony as duly registered Nonprofit organization
Committee:
It shall refer to the elected officials of Pamoja HOH
Leadership:
It shall refer to the elected officials of Pamoja HOH
Community:
Refers to the registered members living in USA, and particularly Washington State. A member who retires back to Kenya will be allowed to continue as a member so long as they have been a member for at least one year and are willing to abide with Pamoja HOH
bylaws.
Kenyan origin: By birth, marriage, parents or naturalization.
Member: Any person who has applied for membership and has been accepted as a member of the Pamoja HOH
Nuclear Family:
Consists of Spouse, Children, Father and Mother and any nominee where no parents exist.
Child: Means either a biological child or a legally adopted child or with final legal adoption as per the laws of the country of adoption.
No Parents Policy:
To avoid members without parents filling left out when contributing for those with parents. Pamoja HOH by laws will accept a member to nominate any person of their choice who will be known as “Parent Nominee”
ARTICLE 3: OBJECTIVES
Bringing people of Kenyan origin together for the purposes of:
i) Supporting each other during certain occurrences like death of a family member in a manner set out in the by-laws.
ii) To Mobilize people of Kenyan origin in case of a tragedy(calamity) affecting a large population in general.
iii) Connecting people of Kenyan origin together.
iv) Maintaining contacts of people of Kenyan origin in Diaspora
v) Enlightening members on various topics relevant to their welfare i.e. life insurance.
vi) fostering peace and unity amongst people of Kenyan origin from different walks of life and faith.
vii) Initiating Charitable projects to assist people of Kenyan origin in the United States and in Kenya.
viii) Mentoring and counseling new arrivals in the United States for easier settlement within the society.
ix) Disseminating any important information affecting people of Kenyan origin in the United States.
x) Any other purpose that is lawful and charitable in nature.
ARTICLE 4: MEMBERSHIP
i) Any individual of Kenyan origin in the USA is entitled to apply for membership to the organization through a designated application form and signed electronically in accordance with procedures set out in the by-laws.
ii) The organization through its leadership has the sole discretion to accept or decline membership with or without reason.
iii) Membership is voluntary, and a membership may only cease as per laid down procedures in the by-laws. Cessation of membership does not impugn on any contractual agreement the ceasing member may have with the organization.
iv) Annual membership shall run from 1st April to 30th.June
v) Membership is renewable every year.
vi) A member cannot leave membership after being a recipient of the benevolent funds it will be fraud and is punishable and can lead to legal action against such a member.
Vii) A member may be removed from membership if they fail to abide by the by-laws and failure to honor pledges three times within one year.
Viii) A member can apply to leave membership for their own personal reasons if they have not benefitted from the fund.
iX) There are no refunds leaving membership.
ARTICLE 5: RIGHTS OF MEMBERS
i) Right to avail candidature for election to any position in accordance with this by laws.
ii) Right to vote during any of the organization’s members’ meetings.
iii) Each member has one equal vote.
iv) Right to demand inspection of the books of accounts in a reasonable manner and in accordance with the by-laws.
v) Right to receive communication from the Organization on important issues which the Organization is communicating to members.
vi) The rights of members cannot be limited in any discriminatory manner.
ARTICLE 6: VOTING
i) Every member has the right to vote.
ii) The right to vote may be suspended where a member is not in good standing.
iii) Voting will be method will be decided by the committee
iv) Winners must obtain 50+1 of votes cast.
ARTICLE 7: MEMBER RESPONSIBILITIES
i) Every member shall always advocate for the best interests of Pamoja HOH as an organization.
ii) Every member shall comply with all required obligations.
iii) Every member shall be required to attend at least one general meeting during the year physical or by zoom as necessary.
iv) Every member shall always keep the organization updated on his/her contact information.
v) Every member shall comply and accomplish any assignment or obligation given.
vi) Members shall be expected to do outreach and attract new applicants for membership at no cost to the organization.
ARTICLE 8: ORGANIZATION STRUCTURE
i) The organization is owned by members who elect a management committee for day to day running of the organization.
ii) The Management Committee shall consist of the minimum of five members
a) Chairman
b) Vice-chairman
c) Secretary
d) Vice-Secretary
e) Treasurer
f) Vice-Treasurer
g) Co Ordinator
h) Ombudsman who may be a clergy
iii) The term of the committee members shall be three years, (or the time set by voting members) with a two consecutive term limit subject to the limitations provided in this constitution.
iv) An official can run for office again after being out of office for one-year term.
v) For purposes of smooth running of the management committee and continuity, the initial term of different management committee members after the adoption of this Constitution shall be varied accordingly to allow continuity.
vi) The organization may from time to time appoint an ad-hoc committee with a specific assignment in the event of an incident or a community matter.
ARTICLE 9: ASSISTANCE OFFERED
i) The organization shall from time to time determine the level of assistance offered to its members.
ii) There are no durational or numerical limitations in the assistance provided to a member.
A member who has an occurrence gets $30 from the members per occurrence. Currently the maximum limit is $6,000.
If a member is the occurrence the next of kin or the family gets $70 from the members. Currently the maximum limit is $14,000
The Occurrences shall be limited to 3per family within a calendar year.
ARTICLE 10: WEBSITE /DIGITAL PORTAL
i) The organization shall maintain a website/member portal that members can access for updated information on organization matters.
ii) It shall be the responsibility of the member to regularly check the website/member portal for updates.
iii) Any information or notice posted on the website/member’s portal shall be deemed duly communicated within 30 days of the posting of the information.
iv) The website/member’s portal shall have a member portal with the capacity to log on to create and view member information.
ARTICLE 12. DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state 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 County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
BI-LAWS OF PAMOJA HOH
ARTICLE I: CODE OF ETHICS
Section A – General Membership (i) All members of the Organization are expected to abide by these by-laws. (ii) Respect, decorum and decency shall be observed during all organization’s activities and meetings. No member of the Organization may attend any organizational function under the influence of drugs, alcohol, or any controlled substance. (iii) No member of the Organization may engage in the use of violence, profanity, slander, personal attacks, or disruptive behavior of any sort while present at any Organization’s function.
Section B – Committee Members (i) All members of the Committee are expected to abide by these by-laws and all laws stated in the State of Washington and the Unites States of America. (ii) All members of the Committee are expected to serve under fiduciary relationship to the organization and its members. (iii) Members of the Committee are allowed to miss no more than three (3) consecutive meetings without reasonable apology. (iv) No member of the Committee may attend any organization’s function under the influence of drugs, alcohol, or any controlled substance. (v) No member of the Committee may engage in the use of violence, profanity, slander, personal attacks, or disruptive behavior of any sort while present at any Organization’s function.
(vi) Any official who engages in matters not related to Pamoja HOH in official forums will be required to apologize and remove the post failure to which they will be removed by the ombudsman.
Section C – Violations of By-Laws (i) Violation of these by-laws by any member of the Organization may result in expulsion from the Organization and/or expulsion from any Organization’s function without opportunity for considerations tendered prior to expulsion. (ii) Violation of these by-laws by any member of the Committee may result in expulsion from the Committee and/or expulsion from the Organization and/or expulsion from any Organization’s function.
ARTICLE II: OFFICE
The office of the Organization shall be in the City and State designated in the Articles of Incorporation currently Washington state.
ARTICLE III: MEMBERSHIP
Section A – Enrollment
(i) An applicant for membership of the Organization must complete designated application Form duly signed electronically.
(ii) The application shall be accepted only during the open enrollment period which will be from April 1st to April 30 th. Each calendar year.
(iii) The Membership campaign shall open once annually; however, the committee may allow a second enrollment after three months period.
(iv) The Committee shall consider every application and reserves the right to accept or deny the application. (v) The Committee may request more details, clarification or explanation of any issue that may arise from the member’s application.
Section B – FUNDRAISING CAMPAIGNS
(i) Each member may be required to make an annual contribution as may be determined by the committee.
(ii) Each member shall be required to participate in the fundraising campaign and contribute the set amount after an occurrence. (iii) The member seeking assistance must be in good standing. (iv) The fundraising campaign shall be within fourteen (14) days of notice by the Committee of need for member assistance. After which a predetermined fine will be imposed.
(v) The Committee may extend the campaign period beyond the stipulated time where in their opinion is deemed necessary and only in exceptional circumstances.
Section C – Mode of Donation
(i) Contributions shall be made through, member digital portal using credit card processing, direct Bank deposit, Zelle, cash up or PayPal or any other acceptable form of remittance as may be determined by the Committee and communicated to members.
(ii) Contributions by way of cash may not be accepted unless under special circumstances and approved by the committee.
(v) Where a form of contribution provided is declined, contributor will be liable for any accrued fees and penalties because of default or transactional charges.
Section D – Contribution Date
(i) Where contribution is made through electronic means, the contribution date will be the date when the member made the contribution electronically, and not the date that the funds are delivered to the Organization’s bank account. There is an exception where the electronic contribution is done through a service outside the United States, the date of contribution shall be the date the funds are deposited to the Organizations bank account.
(iii) Where the Committee determines that a member has had more than three contributions declined within a year, the Committee may take any appropriate action against such a member including membership termination. (iv) Where a contribution is declined, the contribution date shall be the date when the member submits a replacement contribution and reflects at the Pamoja HOH bank account.
Section E – Cessation of Membership (i) A member shall cease being a member through an act of the Committee with cause or act of the members without cause. The member shall be notified of this decision within seven (7) days in writing or through email and shall be effective as of the date the decision was made. (ii) Membership to the Organization is voluntary and a member may elect to cease membership at any time by issuing notice in writing. This shall be effective immediately it’s received by the Secretary. Where a member has already issued a notice to cease membership and the notice is in transit, should an occurrence occur during this period, the Committee shall decline assistance. (iii) Cessation of membership does not excuse the former member of the obligation to all pending contributions which will immediately become due to the Organization. This applies also to any other contractual agreement the former member may have with the organization and this includes membership for at least one year after you have had an occurrence. Section G – Records Update (i) It shall be the responsibility of the member to update the contact information with the organization at all times (ii) It shall be the responsibility of the member to update the Organization with any changes in the member’s family relationship, be it addition or subtraction. (iii) Where family relationship ceases with a relative of the member, the Organization will not offer assistance to such changed family relationship whether or not it is communicated to the Organization.
ARTICLE IV- MEMBER ASSISTANCE
A member shall receive assistance from the Organization when an occurrence happens. Such member must be in good standing.
Section A – Level of Assistance The Organization shall assist as follows: (i) Where a member is the occurrence, the organization shall assist with defraying the cost related to internment i.e. funeral home, travel etc. to the affected family at the then prevailing level of assistance set by the committee.
The level of assistance may be reviewed from time to time depending on the level of membership at the time of occurrence.
(ii) In a situation where there are mass occurrences due to a natural or artificial disaster and the number of cases surpasses the available resources, the Organization may equitably assist in the occurrences using the resources available.
(iii) The operation of this Section is subject to availability of funds. Section B – Eligibility for assistance A member shall be eligible to receive any assistance subject to: (i) Has good standing with the Organization. (ii) In case of a new member, has been in good standing for at least 90 days (iii) The Committee has verified all the information provided by the member and reasonably believes that there is no fraud involved. Where the Committee suspects fraud or any form of action detrimental to the interests of the Organization, it shall notify the affected member immediately that it is withholding assistance until it resolves the issue. (iv) The Committee shall disburse the assistance as soon as prudentially practical. (v) The Committee shall not unfairly disenfranchise a member from prompt assistance without good cause. (vi) The member shall be required to provide proof of occurrence of death, which can be in the form of: a. Authentifiable death certificate.
b. Authentifiable burial certificate.
NB: The authenticity of provided documents will be determined by the committee. (the committee can request additional documents when necessary).
Section C – Assistance Advancement
The assistance shall remain an advancement to the member by the Organization and the
Organization may endorse the advancement as non-refundable, upon satisfaction of the
following:
(i) The assisted member or former member has continued to meet organizations obligations for at least one year.
(ii) There has not been any fraud uncovered subsequent to the advancement (iii) Should the committee suspect fraud the entire assistance amount shall become due immediately and become a debt of the Organization who shall initiate the recovery process from the assisted member or former member. (iv) Where the occurrence affects more than one member or former member of the same family, one member shall sign for the advancement assistance and shall become liable should he fail under subsection (i) or (ii) above. (v) There is no interest assessed in assistance, apart from what courts may prescribe if the matter is taken to court.
Section D – Limit of Assistance
(i) There shall be only one single assistance per occurrence (ii) Where a single occurrence results in a situation that affects eligible members of the same family eg spouse with their child, or two sisters who have an occurrence with same mother , the organization shall share equally the disbursement at one and half times unless they inform the committee in writing how or who among them will receive the disbursement. The eligible members shall assume the liability of the terms of the assistance accorded in such a situation.
(iii) A member has a limit of three occurrences per year.
ARTICLE V – MEETING OF MEMBERS
Section A – Annual Meetings
The annual meeting of the members of the Organization shall be held every year for transacting such other business as may properly come before the meeting. The election of officials will be conducted annually with the first elections occurring after the first three years of the organization’s existence.
Section B – General Meetings
The organization may hold a general meeting at a place and time to be communicated or by zoom.
Section C – Special Meetings
Special meetings of the members may be called at any time by the Committee or by the Chairman and shall be called by the Chairman or the Secretary at the written request by 10% of the membership, or as otherwise required under the provisions of the Law of the State of Washington.
Section D – Place of Meetings
All meetings of members shall be held on zoom or at such other place(s) as shall be designated by the committee in the notices or waivers of such meetings.
Section E – Notice of Meetings
Written notice of each meeting of members, whether annual or special, stating the time and the place where it is to be held, shall be served either personally, by electronic mail, through messaging applications and member portal.
Notice may also be publicized on the organization’s website and portal which must be operational at least 30 days immediately preceding the notice and throughout the duration up to the date of the adjourned, upon each member of record entitled to vote at such meeting, and to any other member to whom the giving of notice may be required by law.
Notice of special meeting shall also state the purpose for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If at any meeting, action is proposed to be taken that would, if taken, entitle members to receive assistance for their membership or contributions pursuant to the Business Corporation Act, the notice shall be directed to each such member at his address, as it appears on the records of the Organization, unless he shall have previously filed with the Secretary of the Organization, a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such a request.
Notice of any meeting need not be given to any person who may become a member of record after the mailing of such notice as provided in paragraph (i) of this section, or to any member who attends such meeting, in person or by proxy, or to any member who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourning meeting of members need not be given, unless otherwise required by statute.
Where a meeting will discuss amendment or any change to the Constitution, members must be given at least thirty days’ notice that there will be deliberations touching on amendment or change to the Constitution. Failure to give notice renders any such resolution null and void.
The thirty days’ notice of changes to the Constitution may be waived by a resolution of at least two thirds of the membership of the Organization.
Section F – Quorum
Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as “Articles of Incorporation”), at all meetings of members of the Organization, quorum of the organization meetings subject to the applicable notices shall be: (i) To change the Constitution and by-laws, the quorum shall be 50%+1 of the members of the Organization
Regular meetings, the quorum shall be 30% of compliant members (iii) Adjourned regular meeting, the quorum shall be members present as long as 30 days’ notice is issued in accordance with these by-laws. (iv) The presence at the commencement of such meetings in person or by proxy of members representing at least 10% of the total number of members in the Organization entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of business. The withdrawal of any member after the commencement of the meeting shall have no effect on the existence of a quorum, after a quorum has been established.
Despite the absence of a quorum at any annual or special meetings of members, the members, by majority of the votes cast by members entitled to vote thereon may adjourn the meeting. Any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.
Section G – Voting
(i) Except as otherwise provided by statute or by the Article of Incorporation or other section herein, any organizational action, other than the election of committee officials to be taken by the members, shall be authorized by a majority of votes cast at a meeting by the members entitled to vote thereon. (ii) Notwithstanding subsection F (i) above or any other provision of these by-laws, any resolution for change in the Constitution has to be by 2/3 majority of members present and entitled to vote in a meeting attended by 50% +1 of the members of the organization entitled to vote. (iii) Except as otherwise provided by statute or by the Article of Incorporation, at each meeting of members, each member of the Organization entitled to vote thereat shall be entitled to one vote in his name as stated in the books of the Organization. (iv) Each member entitled to vote or to express consent or dissent without a meeting, may do so by proxy: (v) Any resolution in writing, signed by all of the members entitled to vote thereon, shall be and constitute action by such members to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of members. Such resolution so signed shall be inserted in the Minutes Book of the Organization under its proper date. Section H- Resolution Unless otherwise provided, the decisions of the Organizations shall be by way of resolution of the 50% of the attendees.
Section I – Proxy (i) A member may exercise the right to vote through a duly executed and filed proxy. (ii) A proxy document must be in writing and executed under penalty of perjury or notarized and filed and received by the Secretary of the organization at least 7 days before a meeting
(iii) This proxy must be executed by the member himself. (iv) A proxy document shall indicate the duration of the validity. If not duration of validity is indicated, it shall be presumed to be a one-time only proxy. (v) A proxy document may not be valid for more than 11 months. (vi) Notwithstanding any other section of these by-laws, a proxy vote shall not be allowed in any voting if it is not in accordance with Article V (F) (iv) of these bylaws
ARTICLE VI – COMMITTEE
There shall be Management Committee and an ad-hoc committee
Section A – Number, Qualification, Election and Term of Office
(i) The number of Management Committee of the Organization shall be Nine (9), unless and
until the number reduces due to an act of members, committee, or death. The number of
Officials shall not be less than three (3), unless the number of members in the
Organization is less than three (3) members, in which event the number of Officials shall
not be less than the number of members. Where the number is less than (3) the
Committee shall appoint an interim member and convene a members special meeting
within 60 days of the occurrence of this action.
(ii) The management committee will consist of Chairman, Vice Chairman, Treasurer, Vice
treasurer, Secretary, and Vice Secretary, Coordinator and Ombudsman or a clergy
(iii) Except as may otherwise be provided herein or in the Article of Incorporation, the Committee Officials shall be elected by a majority of votes cast at a meeting of members entitled to vote in the election as may be determined by the committee.
(iv) After the initial three years, each Official shall hold office until the annual meeting of members next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal. There shall be transitions elections so as not to disrupt the smooth running of the organization.
Section B – Qualifications of a Committee Member
(i) Any member is eligible to vie, be voted or appointed as a member of the Management
Committee, save as that such member must: a. Have been a member of the Organization for at least 1.5 years and in good standing b. Must have met his/her mandated obligations with the organization. c. Must be in good standing as it is stipulated for members interested in vying for an office.
d. Must not have missed without apology more than one meeting of the Organization within the past one year. f. Must not be known to have been convicted of any criminal offense involving fraud or dishonesty anywhere in the World. g. Must not have violated the Organization’s Code of Ethics within the last five years. (ii) Any member is eligible to join Ad-hoc Committee, save as that such member must:
Have been a member of the Organization for at least one year.
Must be in good standing.
Must not have missed without apology more than one meeting of the Organization within
the past one year.
Must not have violated the Organization’s Code of Ethics within the last two years.
Section C – Duties and Powers
(i) The Committee shall be responsible for the control and management of the affairs, property and interests of the Organization, and may exercise all powers of the Organization, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the members.
(ii) The Committee members shall be assigned the following duties in addition to (a) above: a. Chairman –
Convenes meetings, calls meetings, officially declares emergencies, & officially receives resignations from committee members
b. Vice Chairman –
Assists Chairman in all duties & assumes chairman’s responsibilities in his absence.
c. Secretary –
Maintains all organizational documents (except financial) & initiates communications of meetings and other events.
d. Vice Secretary –
Assist Secretary in all duties and assumes Secretary’s responsibilities in his absence
e. Treasurer –
Maintains organizations financial documents and general issues
f. Assistant Treasurer – Assists treasurer in all duties & assumes treasurer’s responsibilities in his absence.
g) Coordinator –
Required to attend all meetings as member as a board member. Ombudsman or clergy –
Required to attend all meetings as a member of the board.
Section D – Annual and Regular Meetings Notice
(i) A regular annual meeting of the Committee shall be held immediately following the annual meeting of the members at a place as designated by the Committee Officials. (ii) The Committee Officials, from time to time, may provide by resolution for the holding of other regular meetings of the Committee and may fix the time and place thereof. (iii) Notice of any regular meeting of the Committee shall not be required to be given and, if given, need not specify the purpose of the meeting: provided, however, that in case the Committee shall fix or change the time or place of any regular meeting, notice of such action shall be given to each Committee Member who shall not have been present at the meeting at which such action was taken within the time stipulated, and in the manner set forth in Article VI(E)(ii) with respect to special meetings, unless such notice shall be waived in the manner set forth in relevant Article.
Section E – Special Meetings Notice.
Special meetings of the Committee shall be called by the Chairman or by one of the other Committee Officials, a time and place as may be specified in the respective notice or waivers of notice thereof.
(i) Notice of special meetings shall be e-mailed, or by other electronic medium directly to all members collectively or to each Committee Member at least one (1) day before the day on which the meeting is to be held, or shall be sent to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required in the relevant Article. If an official cannot attend a special meeting, he/she must tender an apology in good time. Purpose of the meeting need not to be specified. (ii) Notice of any special meeting shall not be required to be given to any Committee Member who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. Section F – Chairman At all meetings of the Committee, the Chairman, if present, shall preside. If the Chairman be absent, then the Vice Chairman shall preside, in his absence, a chairman chosen by the Committee shall preside.
Section G – Quorum and Adjournments
(i) At all meetings of the Committee, the presence of at least five (5) of the Committee Officials shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws.
(ii) A majority of the Committee Members present at the time and place of any regular or special meeting, although less than a quorum may adjourn the same from time to time without notice, until a quorum shall be present.
Section H – Manner of Acting (i) At all meetings of the Committee, each Committee Member present shall have one vote, irrespective of the position, if any, which he may hold. (ii) Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of Committee Members present at any meeting at which a quorum is present shall be the act of the Committee. Any action authorized, in writing, by all the Committee Members entitled to vote thereon and filed with the minutes of the Organization shall be the act of the Committee with the same force and effect as if had been passed by unanimous vote at a duly called meeting.
Section I – Vacancies Any vacancy in the Committee occurring by reason of a decrease in the number of Committee members, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a Committee member by the Organization Membership shall be filled by the members at the meeting (Zoom or Physical meeting)at which the removal was effected) or inability to act of any Committee Member, or otherwise, shall be filled for the unexpired portion of the term by succession of the Vice Chairman to Chairman, Vice Treasurer to Treasurer, Vice secretary to Secretary, and selected appointed Representative to Secretary at any regular meeting or special the meeting of the Committee called for that purpose. Where there is more than three vacant positions in the Committee, a special meeting of the members must be convened promptly for the purpose of filling the vacant positions. Any appointment under this section must be done in accordance to the provisions in the statute.
Article VI Section B.
Section J – Resignation
Any Committee Member may resign at any time by giving written notice to the Committee, the Chairman or the Secretary of the Organization. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Committee or such Committee Official, and the acceptance of such resignation shall not be necessary to make it effective .
Section K – Removal
Any Committee Member may be removed with cause at any time by the membership, at a special meeting of membership called for that purpose and may be removed for cause by action of the Committee Officials.
Section L – i) Remuneration
There shall be no allowance paid to Committee Members, acting in their capacities, all services they render will be on a voluntary basis. The committee may decide to contract vendors for goods and services to the organization. This can be reviewed and determined by the committee from time to time.
ii)Organization Budget
The committee is mandated to raise a budget and use the registration money to run the affairs of this organization. This may include paying for the organization registration, online services ,website/app development and expenses for physical committee meetings.
Section M – Contracts
(i) No contract or other transaction between this Organization and any other Organization or entity shall be impaired, affected or invalidated, nor shall any Committee Member be liable-in any way by reason of the fact that any one or more of the Committee Members is or are interested in, or is a director or officer, or are directors or officers of such other Organization or entity, provided that such facts are disclosed or made known to the Committee. (ii) Any Committee Member, personally and individually, may be a party to or may be interested in any contract or transaction of this Organization, and no Committee Member shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Committee, and provided that the Committee shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Committee Member) of a majority of a quorum, notwithstanding the presence of any such Committee Member at the meeting at which such action is taken. Such Committee Member or Members may be counted in determining the presence of a quorum at such a meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
Section N – Minutes The Minutes of Committee or general meetings must be kept safely and can be availed to members with prior notice of at least 15 days given to the Committee by the interested member.
ARTICLE VII – AFFILIATION WITH OTHER ORGANIZATIONS
Whenever the Organization is affiliated with any other Organization, any right or power of the Organization such as membership (including the attendance, acting and voting at member meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Organization by the Chairman, Vice Chairman, or such other person, as the Committee may authorize.
ARTICLE VIII – INVESTMENTS
The committee will explore the possibility of an investment arm of Pamoja HOH after one year of operation.
ARTICLE IX – FISCAL YEAR
The fiscal year of the Organization shall be the Calendar year, April,1st to March, 31st .
ARTICLE VIII – BOOKS OF RECORDS
Organization’s books of records must be kept safely and can be availed to interested member on request with prior notice of at least 15 days. The request will be considered by the Committee and communicated back to the requesting member.
ARTICLE VIII – ORGANIZATIONAL SEAL
The Organizational seal, if any, shall be approved from time to time by the Committee.
ARTICLE IX – AMENDMENTS
Section A – By Members All by-laws of the Organization shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of members at the time entitled to vote in the election of Committee Officials.
ARTICLE XI – MISCELLANEOUS PROVISIONS
Section A – Severability In the event any provisions of these by-laws are declared invalid or unenforceable by a Court of Competent Jurisdiction, the remaining provisions of these by-laws not so declared invalid or unenforceable shall remain and continue in full force and effect.
Section B – Adoption The undersigned certify the foregoing by-laws have been adopted as the first by-laws of the Organization, in accordance with the requirements of the Corporation Law. These by-laws shall become adopted immediately and become operational after launch on 1st.April 2025.
Signed By:
1. – Chairman: Samuel Thagichu
2. – Vice Chair: Hanna Kupliz
3. – Secretary: Mary Kinyori
4. – Vice Secretary: Rachel Wambui
5. – Treasurer:
6 – Vice Treasurer: Benson Njuguna
7. – Co-Ordinator: John Rimui
8. – Ombudsman: Bishop George Otieno Odhiambo
9: Committee Member
