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Constitution

CONSTITUTION AND RULES OF THE ASSOCIATION OF GAMING OPERATORS – KENYA

1. NAME

The name of the society shall be “Association of Gaming Operators – Kenya (A.G.O.K)” (in this Constitution referred to as “the Association).

2. OBJECTS

The Association is non-political and its objects are:
1)        To promote the Gaming industry in Kenya and common interest of    gaming operators as a whole.

2)        To assist members and other persons engaged in gaming business and Professionals involved therein.

3)        To promote the image and the understanding of the gaming industry.

4)        To liaise with the relevant Government Authorities on any issues pertaining to the gaming industry.

5)        To provide factual and reliable information about the Gaming industry to all interested parties.

3. MEMBERSHIP

(I) Eligibility for Membership

Each gaming establishment including but not limited to The Charity Sweepstake, Toto Lotteries, Bookmakers, or any other establishment involved in games of chance and are regulated by the Betting Control and Licensing Board with a valid license and operating in Kenya shall be eligible to appoint a representative from its management personnel.

(II) Procedure to become a member

a) Application for membership is to be made in writing to the Chairman and lodged with the Association.

b) All nominees for membership shall be proposed by one Ordinary Member and seconded by another Ordinary Member.

c) Each application for membership of the Association shall be  considered at the subsequent Executive committee meeting.

d) The decision of the Executive Committee maybe overturned at a subsequent General meeting.
(III)     Membership Obligations.

a)    In a General Meeting called for that purpose including the AGM, it may be resolved that the Association requires additional funding  over and above the annual subscription payable by members.  In such cases members shall contribute the amount of additional funding based on the criteria to be agreed at the General Meeting or by the Executive Committee.

b)        Each member shall be obliged to refer any matter which comes to its attention and which falls within the objects of the Rules and Constitution as indicated at paragraph 2 or which may be pertinent to the Association or its activities to the Executive Committee for discussion and consideration.  However, nothing in this Rules and Constitution shall prevent a member from pursuing such a matter on its own if it is in the common interest of the industry and the association.

c)         Each member shall within reason space permitting, and upon request from the Executive Committee or the Chief Executive Officer be obliged to make free of charge office accommodation and facilities to the officers and employees or the Association in the performance of their duties on behalf of the Association, and shall also provide support and assistance if requested to do so.

d)        All members shall be obliged upon request from the Executive Committee or the Chief Executive Officer, to provide such knowhow and training, as may be required by the officers or employees of the Association to properly perform their duties on behalf of the Association.

e)         All members undertake to keep all confidential information pertaining to the Association and any of its members, which has come to their knowledge or into their possession as a result of their membership of the Association confidential for the duration of their membership and for 5 years thereafter unless obliged to disclose such information through a court order.

f)         No member shall directly or indirectly, or individually or in concert with other members attempt to influence the activities of the Association in any manner so that it promotes or furthers the particular interests or objectives of that member and/or any other member opposed to the interests or objectives of the Association as spelt out herein or to the general detriment of the association.

(IV) (a)   Annual Subscriptions

i.            All members of the Association shall pay annual subscriptions and the amount thereof, shall be determined by the executive committee from time to time and approved by the subsequent General Meeting. The executive committee shall be at liberty to accept payment of the annual subscription in four equal installments payable quarterly in advance on or before the 5th day of the months of January, April, July and October. Provided that any joining member shall pay the subscriptions effective from the quarter when they are joining.

ii.            Any member who does not pay the annual subscription within three months of the due date and after written notice of ten days has been given, the Gaming establishment concerned shall, after the expiry of the notice, cease to be a member of the Association and shall be notified accordingly.

Provided that such an operator may on an application for that purposes, or at the absolute discretion of the Executive Committee be restored to membership by a majority vote of the Executive Committee and on condition that the member pays all outstanding moneys to the Association or the payment of such monies is specifically waived by the Executive Committee at its absolute discretion.

iii.            The Chief Executive Officer shall maintain an up-to-date register of  members and all associated information, including without limitation, members’ postal, physical and e-mail addresses and telephone and fax numbers.

IV. (b)  No Refunds

A member who resigns or is expelled from membership shall not be  entitled to a refund of subscription or any part thereof of any monies  previously contributed by such member.

V. Censure, Suspension and Expulsion of Members

A member may be censured, suspended or expelled for any conduct, which the Executive Committee considers improper and prejudicial to  the welfare and reputation of the association.  For this purpose a ten days                         written notice shall be given to the affected member together with a statement of the allegations against such member.  The member shall be  at liberty to respond to the allegations either in writing or orally.  The decision of the Executive Committee shall be ratified by the general meeting, provided that pending the convening of such general meeting,   the member shall remain suspended.

For the purposes of this section, misconduct shall include but not be Limited to

a)      Refusal or habitual delays in paying subscriptions,

b)      Failing to respect and uphold ethical practices at a member’s establishments,

c)      Publishing, circulating or disseminating any information that is injurious to the reputation of the gaming industry             or the association.

d)     Any breach of the obligations of the member as outlined in clause (III) above.

VI.
Resignation from Membership.

    a)      Any member desiring to resign from the Association shall submit in their resignation to the Association in writing.

    b)      The resignation shall take effect from the date of receipt

    4. OFFICE BEARERS

    The office bearers of the Association shall be:

    i.    The Chairman

    ii.  The Board Secretary (Herein referred to as Secretary)

    iii.   The Treasurer.

    All three shall be representatives of fully paid-up Ordinary Members of the

    Association and shall be elected at the Annual General Meeting.

    5.          DUTIES OF OFFICE BEARERS.

    a)         Chairman

    The Chairman shall, unless prevented by illness or other sufficient cause; preside over all meetings of the Association. In the absence of the chairman, the Executive committee or the general membership as the case may be, shall nominate one of themselves to chair the meeting in an acting capacity.

    The Chief Executive Officer and the entire secretariat shall be answerable to the Chairman

    b)         The secretary

    The secretary shall deal with all the correspondence of the Association under the general supervision of the Executive Committee.  In case of urgent matters where the committee cannot be consulted, he shall consult the Chairman.  The decisions reached shall be subject to ratification or otherwise at the next Executive Committee meeting.  He shall issue proper and timely notices convening all meetings of the Executive Committee and all general meetings of the Association and shall be responsible for keeping minutes of all such meetings and for the preservation of all records of proceedings of the Association and of the Executive Committee.  In the absence of the Chairman, he shall call any meeting of the Executive Committee or of the Association to order and shall supervise the election of a chairman for such meetings.

    c)         Treasurer

    The Treasurer shall receive and shall also disburse under the directions of the Executive Committee all monies belonging to the Association and shall issue receipts and preserve vouchers for all moneys paid.  The treasurer is responsible to the Executive Committee and to the members that proper books of accounts of all monies received and paid by the Association are written up, preserved and available for inspection.  He shall be prepared to report to each meeting of the Executive on the accounts.

    6.            THE EXECUTIVE COMMITTEE

    a)         The Executive Committee shall consist of all office bearers of the Association and at least five Ordinary Members elected at the Annual General meeting.  The Executive Committee shall meet at such times as it shall resolve but shall meet not less than once in three months.

    b)         The Executive Committee may invite other persons who, in the interest of the association, it considers fit to attend the Executive Committee meetings from time to time.

    c)         Any vacancies on the Executive Committee may be filled by the Executive Committee until the next Annual General Meeting or Special General Meeting called to fill those vacancies.

    d)          At each annual general meeting one-third of the Executive Committee, or if their number is not a multiple of three, then the number nearest to one-third, shall retire from office.  The members of the Executive Committee so to retire at each annual general meeting shall be those who have been longest in office.  As between those members of the Executive Committee who have been in office an equal length of time, the members to retire shall, in default of agreeing among themselves be determined by lot. The length of time a member of the Executive Committee has been in office shall be computed from his last election or appointment.

    e)          Retiring members of the Executive Committee shall be eligible for re-election, Members may nominate any ordinary Member and must include a statement that the nominee has declared himself/herself willing to serve.

    f)          Any member of the Executive Committee who ceases to be an Ordinary Member of the Association shall automatically cease to be a member of the Executive Committee.

    g)           A member of the Executive Committee may be removed from office in the same way as is laid for the expulsion of members in Rule 3(V).

    7. DUTIES OF THE EXECUTIVE  COMMITTEE

    a)        The Executive Committee shall be responsible for the management of

    the Association and for that purpose may give directions to the office bearers as to the manner in which, within the law, they shall perform their duties.  The Executive Committee shall have power to appoint such sub-committee, as it may deem desirable to make reports to the Executive Committee upon which action shall be taken as considered appropriate by the Executive Committee.

    b)         All monies disbursed on behalf of the Association shall be authorized by any two members of the Executive Committee except as specified in Rule 11(d).

    c)          The quorum for meeting of the Executive Committee shall not be less than five members.

    d)          Each member of the Executive Committee shall have one vote.  The Chairman shall have a casting vote.

    e)         The following matters will require the unanimous approval of the Executive Committee.

    i)          the acquisition of immovable property

    ii)         the admission of new member/s

    iii)        the re-organization, restructuring or incorporation of the

    Association.

    iv)        The delegation of authority, powers of attorney or specific authorization to the Chief Executive Officer to do   anything specified there-in on behalf of the Association.

    8. MEETINGS

    General Meetings

    There shall be three classes of general meetings

    a)   Annual General Meeting

    b)   Special General Meeting

    c)    Periodic General Meeting

    (A)           The Annual General Meeting.

    i.          Shall be held such time and place as the Executive Committee shall

    designate not later than 31st May in each year.

    ii          Notice in writing of such Annual General Meeting accompanied by the Annual Financial Report and the Agenda for the meeting shall be sent to all members not less than 21 days before the date of the meeting.

    iii            The quorum for the annual general meeting shall not be less than one-    third of paid up members.

    iv         The Agenda for the AGM shall consist of the following:

    • Confirmation of the minutes of the previous general meeting
    • Consideration of Financial Report.
    • Consideration of budget
    • Election of office bearers and the Executive Committee Members
    • Appointment of Auditors in accordance with Rule 10 (a)
    • Such other matters as the Executive Committee may decide or which a member or the secretary shall have given notice in writing at least four weeks before the date of the meeting.
    • Any other business with the approval of the chairman
    • Provided that a member may petition for an item to be included in the agenda by notifying the office not less than twenty one (21) days prior to the General Meeting.

    (B)         Special General Meeting

    I.          A special general meeting may be called for any purpose by the Executive Committee.  Notice in writing of such meeting shall be sent to all members not less than seven days before the date thereof and where practicable by press advertisement not less than 7 days before the date of such meeting.

    II.        A special general meeting may also be requisitioned for a specific purpose by order in writing to the secretary of not less than one-third of the paid-up members and such meeting shall be held within 21 days of date of the requisition.  The notice for such meeting shall be sent to members as per Rule (8)(A)(ii), and no matter shall be discussed other than that stated in the requisition.

    The quorum for special general meetings shall be not less than one-third of paid up members.

    (C)          Periodic General Meetings

    Periodic general meetings of the Association shall be held quarterly.

    (D) The following matters must be approved by a General Meeting.

    i           The expansion of the activities of the Association into new business or

    geographical areas.

    ii.         The affiliation of the Association to other bodies in the interest of the association and its members

    iii.        The making or incurring of loans, borrowings, mortgages, guarantees or any other form of indebtness by the Association.

    iv.        The acquisition of immovable property.

    v.         The adoption of strategic plans and/or operating budgets for the association

    vi.        The approval of the Association’s capital expenditure commitments

    vii.        Determination of subscription fees

    viii.       The imposition of any additional levies upon the members.

    ix.         The employment, removal and/or remuneration of the Chief Executive Officer and the Secretariat staff.

    x.          The appointment or removal of the Associations auditors

    xi.         The alteration of the Association’s accounting policies

    xii.         The commencing or settling of any substantial litigation matters

    xiii.       The acquisition or disposal of assets or the entering of any agreement with value in excess of Kshs.20,000/=

    xiv.       The imposition of any disciplinary steps against its members, including without limitation the termination of a members’ membership or the imposition of any disciplinary steps against its officers and employees, including without limitation the members of the committee.

    9. PROCEDURE AT MEETINGS

    a)         At all meetings of the Association, the Chairman, or in his absence, the person nominated by the members shall chair the meeting.

    b)         Each ordinary member shall have one vote.  Resolutions shall be decided by simple voting by show of hands.  In the case of equality of votes, the Chairman shall have a second or casting vote.

    c)         A meeting of the Executive Committee may be held by teleconference,video conference or any other manner determined by the committee itself and which will allow representatives of a member who is not personally present at a particular meeting to participate in proceedings of such meeting as if he/she were personally present.  A representative who participates in any meeting by teleconference, video conference or in any other manner contemplated herein shall be deemed to be present, including that of determining a quorum.

    d)         Notice:  Any notice or communication required or permitted to be given in terms of this constitution shall be valid and effective only if in writing, which shall include transmissions by telefax and/or email.

    e)         Any notice or communication to members: –

    i)          Contained in a correctly addressed envelope and sent by prepaid registered post to it as its postal address set out in the     membership register, or
    ii)         Contained in a correctly addressed envelope and delivered by hand to a responsible person during ordinary hours at its chosen physical address set out in the membership register, or

    iii)        Transmitted by telefax or email at its chosen fax number or e-mail address set out in the membership register.

    shall be deemed to have been received in the case of 9 e (i) on the7th (seventh) business day (unless the contrary is proved) and in the case of 9 e (ii) on the day of delivery and in the case of 9 e (iii) on the first business day after the day of the transmission.

    f)          The Executive Committee may approve the holding of meeting/s on shorter notices than those provided in this constitution.

    10.            AUDITOR

    a)          The Annual General Meeting will appoint an auditor for the following year.  All the Association’s accounts, records and documents shall be open to the inspection of the auditor at any time.  The treasurer shall produce an account of his receipts and payments and a statement of assets 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 either certify that they are correct, duly vouchered and in accordance with the law or report to the Association in what respect they are found to be incorrect, unvouchered or not in accordance with the law.

    b)         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 fee for his duties as may be resolved by the Annual General Meeting appointing him/her.

    c)        No auditor shall be an office bearer or a member of Executive Committee of the Association.

    11.             FUNDS

    a)         The funds of the Association may only be used for purposes consistent with the objects of the Association.

    b)         All monies and funds shall be received by and paid to the Treasurer and shall be deposited by him in the name of the Association in any bank or banks approved by the Executive Committee.

    c)         No payments shall be made out of the bank account without the authorization of any two members of the Executive Committee.

    d)           Any expenditure of funds above KSH 50,000/= must be approved at a General meeting

    e)         A sum determined by the committee may be kept by the Treasurer for petty disbursements, of which proper account shall be kept.

    f)         The Executive Committee shall have power to suspend any office bearer who it has reasonable cause to believe is not properly accounting for any of the funds or property of the Association and shall have power to appoint another person in his place.  Such suspension shall be reported to a general meeting to be convened on a date not later than two months from the date of suspension and the general meeting shall have full power to decide what further action should be taken in the matter.

    g)         The financial year or the Association shall be from 1st January to 31st December unless and until otherwise resolved by the Association.

    12.                   THE SECRETARIAT AND CHIEF EXECUTIVE OFFICER

    a)         The Association shall set up a Secretariat composed of the Chief Executive Officer and any other employee as authorized by the Executive Committee.

    b)        The Chief Executive Officer  shall be the head of the secretariat and operate on delegated powers of the Executive Committee.

    c)         Branches and Chapters of the Association may be set up anywhere in

    the country as indicated at Rule (8)(D)(i).  Such branches/chapters shall report to  the Executive Committee through the Chief Executive Officer.

    13. AMENDMENTS TO THE CONSTITUTION

    Amendments to the Constitution of the Association must be approved by at least two-thirds majority of Ordinary Members at a general meeting.  They cannot, however, be implemented without the prior consent in writing to the Registrar of Societies, obtained upon application to him made in writing and signed by three  of the office bearers.

    14. DISSOLUTION

    a)         The Association shall not be dissolved except by a resolution passed at a general meeting of members by a vote of two-thirds of the Ordinary Members.  If no quorum is obtained, the proposal to dissolve the  Association 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 Association at least 14 days before the date of the meeting.  The quorum for this second meeting shall be two-thirds of the ordinary members.

    b)         Provided, that no dissolution shall be affected without prior permission of the Registrar of Societies obtained upon application to him made in writing and signed by three of the office bearers.

    c)         When the Registrar of Societies has approved the dissolution of the Association, no further action shall be taken by the Executive Committee or any office bearer in connection with the objects of the Association other than to get in and liquidate for cash all the assets of the Association.  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.

    15. INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

    The books of accounts and all documents relating thereto and list of members of

    the Association shall be available for inspection at the registered office of the

    Association by any member of Association on giving not less than

    seven days notice in writing to the Association.