A Draft to be reviewed and passed by the interim committee (February 2020)
ARTICLES OF THE BYLAWS
I. Name, Mission and Objectives
Section 1.01: Name
Section 1.02: Mission
Section 1.03: Objectives
Section 2.01: Membership
Section 2.02: Membership benefits
Section 2.02: Membership meetings
III. The Board of members
Section 3.01: Election and term of Board members
Section 3.02: Number of Board members
Section 3.03: Jurisdiction and Authority of the board
Section 3.05: Board meetings
Section 3.06: Decisions through online meetings and electronic mail
Section 3.07: Resignation and removal of Board members
Section 3.08: Compensation of board members
Section 3.09: General standards for board members
Section 4.01: Executive members
Section 4.02: Duties and Responsibilities
Section 5.01: Standing committees
Section 5.01: Tasks Force committees
Section 6.01: Regional groups
Section 6.02: Common Interests groups
Section 7.01: Administration
Section 7.02: Financial administration
Section 7.03: books and records
Section 7.04: Transparency, Inspection and public disclosure
Section 7.05: Emergencies
VII.Conflict Resolutions policy
IX. Bylaw Amendments
NAME, MISSION, OBJECTIVES
Article I: Name
Name: The name of the organisation is Kenyans in France Diaspora(r)
Article II: Mission
Mission: Our mission is to promote our cultural DIVERSITY, UNITY & COHESION and ensure that Kenyans in France access quality services and development opportunities in Investments, Education, professional and work placements.
To act as an umbrella association for all Kenyans in France.
Article III: Objectives
- To bring together Kenyans in France and promote our rich cultural diversity, unity and cohesion.
- To ensure that all Kenyans in France especially the new arrivals get guidance in adapting to life in France, access to quality services and opportunities and protect them from discrimination. To support Kenyans in distress and bereaved family members. (direct family members i.e children, parents and siblings).
- To generate and disseminate information on living and investing in France. for example legal clinics to guide on immigration, integration/settlement and International Exchange and Volunteers programs. All in ensuring that Kenyans compete abroad and tap into shared international opportunities.
- To liaise with various Stakeholders in Keny a and diaspora for the interest and benefit of its members i.e. Ministry of foreign affairs, Kenyan Embassy in France, UNESCO, Kenyan Interests in France and International organisations.
ARTICLE IV: MEMBERS
Section 4.01. Membership:
Any Kenyan aged 18 years and above living in France, or,who has interests in France and subscribes to the mission of the Association shall be eligible for membership.
Application for membership shall be submitted to the Kenyans In France Diaspora secretariat with Completed membership application form and registration fee as established by the Board.
The Membership fees shall vary depending on the age group under which the member/applicant falls as below:
Member associations will be required to pay an Association membership fee of…..(To be determined)
For legal purposes No member of the association or any member association will use the name of Kenyans in France Diaspora without prior authorization from the board.
Section 4.02. Membership Benefits:
Kenyans in France diaspora members shall;
- Be eligible for elective positions; investments opportunities & sponsorships, Training, contracts to provide services to the association events, personal development programs, services in committees and task forces.
- They get to vote in Member Interest Group elections; and receive additional benefits and opportunities from the interest groups.
- Members get to enjoy events organised for the purpose of information dissemination, networking, interacting, and entertaining.
- The organisation will ensure members get support in times of emergencies or bereavement.
Section 5.03. Membership Meetings:
Membership meetings shall be held when called upon by the members of the Board, or for the Interests groups’ meetings by their representatives.
Annual general meetings are held in place and time set upon by the members of the board.
The Annual General Meeting (AGM) shall be held once a year as agreed upon by the members of the association.
It is the responsibility of the Executive Committee to decide on the place and time of the meeting
The invitation letters and the agenda of the AGM will be sent to all AGM members at least one month in advance
The agenda of the AGM shall include:
- Approval of the agenda
- Register of voters which must be provided by the treasurer
- Presentation and adoption of the budget for the following year
- Election of the new Executive Committee
- Decision on member’s registration fee for the following fiscal year
ARTICLE V: MEMBERS OF THE BOARD
Section 5.01: Election and Term of Board Members:
Members of the board shall consist of those individuals elected by members of the association.
Representation: Board members positions shall be composed of the elected executive committee and two non executive members plus leaders of legally registered kenyan associations in France .
They shall be elected for a one (2) year term, as from September 1st every year ending on August 31st the following year after election and ensuring a smooth handing over to the successor.
Ex officio Members: Members of Kenyans in France diaspora shall or may nominate ex officio members based on their positions in the Government or in the society, personal achievements, commitments or recognition of individual service. These members however shall not have voting rights and they shall not be counted on quorum.
Section 5.02: Number of Board Members:
The Board shall consist of;
a maximum of fifteen (15)
up to (2) non-voting ex officio or emeritus members
And the board shall be made up of presidents of the member associations of which each association must have a minimum of 5 members.
Shall consist of a majority (2/3) of the total number of voting Board members then in office. Unless otherwise stated in these Bylaws, all actions shall be by majority vote of those present at a meeting at which a quorum is present.
Any position left vacant in the Board from whatever cause, shall be filled through the process provided in these Bylaws. Vacant positions may not be filled as a need of urgency unless the number of Board Members left are below ⅔ of the total positions available. The Board may then exercise t he affirmative vote of the majority of Members remaining in filling the vacant positions.
Section 5.03: Jurisdiction and authority of the board members:
Members of the board are the policymakers of the Kenyans in France Diaspora and shall or may exercise all the powers and authority granted to the organisation by law.
The Board shall oversee the organisation’s policies and procedures.
Among its other powers, the Board of the organisation shall have, and shall not delegate the powers to:
- Adopt, amend, and repeal the Bylaws
- Elect or remove Board members
- Hire or fire of office holders, or non-members of the board hired to work on a project
- Adopt the budget
- Approve, Dissolve Groups, programs and partnerships.
Section 5.05: Board meetings
The Board shall hold at least four (3) quarterly meetings annually.
The Board may hold meetings at such times and places as the Board shall determine.
Any or all members of the Board may participate in a meeting by skype call, conference telephone or similar communications equipment, as long as members participating in meeting can hear one another, and such participation shall constitute presence in person at the meeting.
Special Meetings: Special meetings of the Board shall be called upon the request of the Chair(president) or one-third of the Board. The Secretary General shall send out email or WhatsApp message notices of special meetings to each Board member at least two (2) weeks in advance.
Meeting Attendance: Each Board Member must physically  attend a minimum of two (2) Board meetings per year or be subjected to removal under section 5.07.
Section 5.06: Decisions through online meetings and Electronic mail
Online meetings through WhatsApp group, Skype or any other online platforms approved by the board may be used and are permitted to be taken as a meeting of the Board or any other committee or interest group.
The chair/or the member convening the meeting shall inform all members 72hrs prior to the meeting including communications transmitted or received by electronic means to taking the action without a meeting and to approving the specific action and the written consents are included in the minutes or filed with the organisation records reflecting the actions taken.
Action taken under this section is effective when the last executive board member signs (including by electronic means) the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Any action that may be taken in writing pursuant to these Bylaws may be taken through electronic mail so long as the mail is sent in a format that can be stored or printed by the organisation. Notwithstanding the foregoing, meetings of the Board may not be conducted by electronic mail.
Section 5.07: Resignation and removal of Board members
Resignations are effective upon receipt by the Board Chair of a written notification. The Board members, at its discretion, may remove any member by a two-thirds majority of the voting Board.
Removal shall occur only after the member complained against has been given notice and a reasonable opportunity to respond to the Board
Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term shall be filled by a member of Kenyans in France diaspora.
The term of a member filling a vacancy shall begin immediately and shall end as originally scheduled.
Section 5.08: Compensation of board members
Board Members shall not be compensated for serving on the Board as they are serving on a voluntary basis.
However, a Board or any member who also serves as an employee of the association may be compensated for their service as an employee.
All authorized expenses incurred by members on behalf of the organisation shall be reimbursed upon the prior approval of the treasurer.
Section 5.09: General standards for board members
Each Board Member shall discharge the duties including committee duties, in good faith with integrity and the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Board Member reasonably believes to be in the best interests of the association.
ARTICLE VI: Executive
Section 6.01: Executive members
- The President
- Vice president
- Secretary General
- Assistant Secretary general
a) Implements and enforces decisions of the Board
b) Keep the full Board informed of its activities and actions in an appropriately timely manner through written minutes and verbal reports at Board meetings;
c) Facilitates an annual evaluation of the Strategic Plan;
d) Review and recommend approval of the association’s operating budget; and conducts a timely review of detailed financial reports provided by the treasurer in consultation with the board;
e) Coordinates the development of policies for presentation to the full Board;
f) Re-allocates resources if necessary, in the Budget within the guidelines established by the Board.
g) Shall be the media relation team on behalf of the association unless otherwise any other member is assigned or delegated.
h) In the event where the organisation establishes an office, the board shall appoint an administrator who will be answerable directly to the executive committee.
Section 6.02: Leadership Eligibility
All members of the executive committee and ALL leaders of the various associations MUST be Kenyans and must be living in France legally. We shall thus demand to see and have the documents necessary as evidence to the same.
Section 6.03: Duties and Responsibilities
- Shall serve as the chair of general members meetings, the Board, and the Executive Committee.
- Shall perform all other duties customary to that of chief executive and have such other authority and powers as the members of the Board may from time to time prescribe.
- In consultation with the Board, the president shall prepare the annual agendas to be addressed in his/her tenure for consideration by the Executive Committee.
- Shall liaise with major stakeholders to optimize the relationship and opportunities between the organisation and key partners in Kenya and diaspora.
Duties of the Vice President
- In the absence of the board chair (president), the Vice president shall perform the duties of the president and shall have all of the powers of the president and be subject to all restrictions.
- The Vice Chair shall perform such other duties and have such other powers as the Board may from time to time prescribe by resolution or as the President may together from time to time provide, subject to the powers and supervision of the Board.
Duties of the Secretary general
- Shall document and keep record of the proceedings of all meetings of the Board and other business meetings of Kenyans in France Diaspora
- Shall be responsible for registration of members of Kenya in France diaspora: Designing the registration forms, Dissemination of information to all Kenyans and complete process of registration and, or de-registration of members.
- Shall be responsible for development of the agenda in consultation with members of the board and distributing it before the meeting,
- Shall ensure all legal documentation are in effect, maintained as required by law and made available when required by authorised persons.
- Ensure that proper notification is given of board meetings and on time as specified in the bylaws
- Shall be responsible for making available to the members all the necessary records including minutes of meetings and circulating of relevant information to the members through the right platforms.
Duties of the Assistant secretary
Will be allocated by the secretary and shall perform all the duties of the general secretary in their absence.
Duties of the Treasurer:
- Shall oversee the development and observation of the organization’s financial policies;
- Regularly inform the Board of key financial reports, events, trends, and concerns;
- Provide financial leadership to the Board;
- Chair the Finance committee and with it propose the annual budget and financial reports in line with the fiscal year which shall run from September 1st to August 31st;
- Payment of all accounts, Receipts of finances and or banking all cash received.
- Maintain accurate records of all relevant financial record in accordance to French bookkeeping laws
- Ensure that all receipts and payments concur with bank deposits and withdrawals
ARTICLE VII: Committees
Section 7.01: Standing committees
The executive committee shall nominate the chairs of the standing committees for board approval, who shall be part of members of the Board.
Section 7.02: Tasks Force committees
Shall be created to solve a problem or address a challenge that requires expertise or professional knowhow.
Executive committee shall be part of the task force as ex-officio members unless there is conflict of interest or the task force is formed to investigate the members of the committee.
The duration of the task force shall vary depending on every task and shall be decided by the board in consultation with the chairman of the task force.
ARTICLE VIII: Groups
Section 8.01: Regional groups
Regional group provides an opportunity for members sharing a common geographic location to gather together for activities that further the mission of the association. A Regional group will be comprised of a group of minimum ten (10) or more members in a geographically defined region and who are members of KFD.
The Board has the authority to form and dissolve Regional groups. A regional group of the Kenyans in France diaspora may be created upon the approval of the Board, upon the petition of a minimum of Ten (10) members.
The Board of Directors shall approve the geographical boundaries of each region. All Regional groups shall be evaluated regularly and may be retained, revised, or eliminated by actions of the Board members.
The Regional Representative shall be responsible for organizing and coordinating regionally based programs, assisting the executive and the members of the Board in the development of Kenyans in France diaspora, and advising on matters of policy.
Section 8.02: Common Interests groups
Kenyans in France Diaspora shall have Member common Interest Groups which shall include;
- Students groups,
- Professional groups,
- Sports groups,
- and any other.
A Member Interest Group must contain a title for the group and be accompanied by a description of the unique constituency of the group, in contrast to existing Member Interest Groups.
The Member Interest Groups shall;
- Promote the common interest of members in specified areas;
- Increase communication and interaction among persons of similar interests within the framework of the Kenyans in France diaspora organisation;
- Advise the executive Board and members of the Board concerning the MIG’s particular interests, member needs, and specialties; provide peer review of conference/meetings or other proposals; and organize programs and events to provide added value to the members.
Each Member Interest Group shall create their own governing bylaws and they shall handover a copy to the Kenya in France Diaspora.
ARTICLE IX: Organization
Section 9.01: Emergencies
An emergency exists for purposes of this section if a quorum of the board members cannot readily be assembled because of some unavoidable circumstances.
During an emergency, unless the articles of bylaws provide otherwise, notice of a meeting of the board members need be given to ⅔ member of the Board may be given in any practicable manner.
In the event of an emergency, the Board members may:
- Modify lines of succession to accommodate the incapacity of any executive or board member, employee, or agent.
- Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
- One or more members present at a meeting of the board may be deemed to take official roles for the meeting, in order of rank and within the same rank in order of seniority.
- ) Action taken in good faith during an emergency to further the ordinary affairs of Kenya in France Diaspora organisation: Binds the organisation; and shall not be used to impose liability on the executive board, committee, member of the board or agent.
Section 9.02: Conflict Resolutions policy
The Board shall by resolution adopt a conflict resolution policy applicable to members of the executive, committees of the Board and members in general that shall;
- Require that conflicts be disclosed; and
- Require that upon the decision by the board, conflicted people be disciplined or be recused from any decision-making with regard to the matter.
Each member of the Board shall annually sign a statement which affirms that such person:
- Has received a copy of the conflict resolution policy;
- Has read and understands the policy; and
- Acknowledges compliance with the policy.
ARTICLE X: Bylaw Amendments
Members of the board shall have the power to amend or repeal these Bylaws. Proposed amendments will be introduced at one board meeting and voted upon at a subsequent Board meeting.
Any such action shall be upon approval of a two-thirds majority vote at a meeting at which two-thirds of the voting members are present.
ARTICLE XI: Termination
In the event it is dissolved, the executive committee shall continue until all affairs of the organisation have been officially terminated.
Upon settling all liabilities of Kenyan in France Diaspora, any remaining assets/funds will be given to a humanitarian association.
We hereby certify:
THAT the foregoing Bylaws constitute the original Bylaws of the organisation, as duly adopted at a meeting of the members of the Board thereof, held on the [Day] of [Month], [Year].
Full Names Signature
- Vice president
- Secretary General
- Vice Secretary
- Board member
- Board member
- Board member
- Board member