FIRST SCHEDULE
MATTERS TO BE PROVIDED FOR IN THE CONSTITUTION OR RULES OF EVERY ASSOCIATION OR UMBRELLA ORGANIZATION
1.The name of the association or umbrella organization.2.The whole of the objects for which the association or umbrella organization is to be established.3.The persons to whom membership is open.4.The rates of entrance and subscription fees (if any) for membership.5.The method of suspension or expulsion of members.6.The titles of officers, trustees and auditors and their terms of office, and the method of their election, appointment, dismissal and suspension.7.The composition of committees (if any) of the association or umbrella organization, the terms of office of members of such committees and the method of their election, appointment, dismissal and suspension.8.The authority for and the method of filling vacancies on committees.9.The frequency of, quorums for and dates of the general meetings referred to in section 52 of this Act.10.The custody and investment of the funds and property of the association or umbrella organization, and the designation of the persons responsible therefore.11.The purposes for which the funds may be used, and in particular the prohibition of the distribution of funds among members.12.The inspection of books and list of members of an association or umbrella organization, by any member or officer, under section 51(1) of this Act.13.The annual or periodical audit of accounts.14.The formation of branches, if branches may be formed.15.The manner of amending the name, constitution or rules of the association or umbrella organization.16.The manner of the dissolution of the association or umbrella organization and the disposal of its property on dissolution.SECOND SCHEDULE
PROVISIONS AS TO THE CONDUCT OF BUSINESS AND AFFAIRS OF THE AUTHORITY
1.Tenure of officeAny member of the Authority, other than an ex officio member shall, subject to the provisions of this Schedule, hold office for a term of three years, on such terms and conditions as may be specified in the instrument of appointment, and shall be eligible for reappointment for a further and final term of three years.2.Vacation of officeA member of the Authority, other than an ex officio member, may—(a)at any time resign from office by notice in writing to the Cabinet Secretary;(a)be removed from office by the Cabinet Secretary if the member—(i)has been absent from three consecutive meetings of the Authority without the permission of the chairperson;(ii)is convicted of a criminal offence and sentenced to imprisonment for a term exceeding six months or to a fine exceeding ten thousand shillings;(iii)is convicted of an offence involving dishonesty or fraud;(iv)is adjudged bankrupt or enters into a composition scheme of arrangement with his creditors;(v)is incapacitated by prolonged physical or mental illness or is deemed otherwise unfit to discharge his duties as a member of the Authority; or(vi)fails to comply with the provisions of this Act relating to disclosure.(1)The Authority shall meet not less than four times in every financial year and not more than four months shall elapse between the date of one meeting and the date of the next meeting.(2)Notwithstanding the provisions of subparagraph (1), the chairperson may, and upon requisition in writing by at least seven members shall, convene a special meeting of the Authority at any time for the transaction of the business of the Authority.(3)Unless three quarters of the total members of the Authority otherwise agree, at least fourteen days’ written notice of every meeting of the Authority shall be given to every member of the Authority.(4)The quorum for the conduct of the business of the Authority shall be eight members including the chairperson or the person presiding.(5)The chairperson shall preside at every meeting of the Authority at which he is present but, in his absence, the members present shall elect one of their numbers to preside, who shall, with respect to that meeting and the business transacted thereat, have all the powers of the chairperson.(6)Unless a unanimous decision is reached, a decision on any matter before the Authority shall be by a majority of votes of the members present and voting and, in the case of an equality of votes, the chairperson or the person presiding shall have a casting vote.(7)Subject to subparagraph (4), no proceedings of the Authority shall be invalid by reason only of a vacancy among the members thereof.(1)If a member is directly or indirectly interested in any contract, proposed contract or other matter before the Authority and is present at a meeting of the Authority at which the contract, proposed contract or other matter is the subject of consideration, that member shall, at the meeting and as soon as practicable after the commencement thereof, disclose the fact and shall not take part in the consideration or discussion of, or vote on, any questions with respect to the contract or other matter, or be counted in the quorum of the meeting during consideration of the matter:Provided that, if the majority of the members present are of the opinion that the experience or expertise of such member is vital to the deliberations of the meeting, the Authority may permit the member to participate in the deliberations subject to such restrictions as it may impose but such member shall not have the right to vote on the matter in question.(2)A member of the Authority shall be considered to have a conflict of interest for the purposes of this Act if he acquires any pecuniary or other interest that could conflict with the proper performance of his duties as a member or employee of the Authority.(3)Where the Authority becomes aware that a member has a conflict of interest in relation to any matter before the Authority, the Authority shall direct the member to refrain from taking part, or taking any further part, in the consideration or determination of the matter.(4)If the chairperson has a conflict of interest he shall, in addition to complying with the other provisions of this section, disclose the conflict that exists to the Cabinet Secretary in writing.(5)Upon the Authority becoming aware of any conflict of interest, it shall make a determination as to whether in future the conflict is likely to interfere significantly with the proper and effective performance of the functions and duties of the member or the Authority and the member with the conflict of interest shall not vote on this determination.(6)Where the Authority determines that the conflict is likely to interfere significantly with the member’s proper and effective performance as provided for in subparagraph (1), the member shall resign unless the member has eliminated the conflict to the satisfaction of the Authority within thirty days.(7)The Authority shall report to the Cabinet Secretary any determination by the Authority that a conflict is likely to interfere significantly with performance as above and whether or not the conflict has been eliminated to the satisfaction of the Authority.(8)The annual report of the Authority shall disclose details of all conflicts of interest and determinations arising during the period covered by the report.(9)A disclosure of interest made under this paragraph shall be recorded in the minutes of the meeting at which it is made.(10)A member of the Authority who contravenes subparagraph (1) commits an offence and is liable to imprisonment for a term not exceeding six months, or to a fine not exceeding one hundred thousand shillings, or both.(1)Within twelve months of the commencement of this Act, the Authority shall adopt a code of conduct prescribing standards of behaviour to be observed by the members and staff of the Authority in the performance of their duties.(2)Subject to subparagraph (1), before adopting any code of conduct or making any substantial amendments to an existing code of conduct, the Authority shall publish the proposed code or amendments in the Gazette and in a newspaper circulating nationally, inviting public comments.(3)The Authority shall include in its annual report a report on compliance with the code during the period covered by the annual report.(4)The code of conduct adopted or prescribed under this paragraph shall be binding on the Authority and its staff.6.Execution of instrumentsAny contract or instrument which, if entered into or executed by a person not being a body corporate, would not require to be under seal, may be entered into or executed on behalf of the Authority by any person generally or specially authorized by the Authority for that purpose.7.MinutesThe Authority shall cause minutes of all resolutions and proceedings of meetings of the Authority to be entered in books kept for that purpose.