New Generation Group Certificate sample.PHOTO/Dennis Nyambane

Detailed sample on how to write group constitution according to Community Group Registration Act 2022.

Format of writing a constitution for group registration

Article 1: Name of the Group

1.1 The name of the group shall be [insert name of group].

1.2 The name shall be used in all official communications, documents, and activities of the group.

1.3 The name may only be changed by a majority vote of the members at a general meeting, provided that notice of the proposed change has been given in advance to all members.

Read Women Group Registration In Kenya

Article 2: Purpose of the Group

2.1 The [insert name of group] has been established for the following purposes:

(a) To [insert purpose or mission of the group].

(b) To [insert another purpose or mission of the group, if applicable].

2.2 The group is a non-profit, non-partisan organization, and shall operate solely for charitable, educational, and/or community purposes, as defined under the applicable laws and regulations.

2.3 The group shall not engage in any activity that is prohibited by law or inconsistent with its charitable, educational, and/or community purposes.

2.4 The group shall have the power to do all things necessary or desirable for the attainment of its purposes, subject to the limitations and conditions set forth in this Constitution and the applicable laws and regulations.

Article 3: Address of the Group/Project

3.1 The physical address of the group/project shall be [insert physical address].

3.2 The postal address of the group/project shall be [insert postal address].

3.3 The group may change its physical or postal address by a resolution of the executive committee, provided that notice of the proposed change has been given in advance to all members.

Read How To Write Minutes For Self Help Group Registration in Kenya 2023

Article 4: Goals of the Group

4.1 The goals of the [insert name of group] are:

(a) To [insert broad objective or goal of the group].

(b) To [insert another broad objective or goal of the group, if applicable].

4.2 These goals are intended to guide and inform the activities of the group and shall be reviewed and updated periodically by the executive committee in consultation with the members.

4.3 The group may also adopt specific objectives or projects from time to time, as deemed appropriate by the executive committee in consultation with the members.

Article 5: Specific Objectives

5.1 The [insert name of group] shall pursue its goals by the following means:

(a) [Insert specific objective or means of achieving the goal].

(b) [Insert another specific objective or means of achieving the goal, if applicable].

5.2 The group may adopt additional specific objectives or means of achieving its goals occasionally, as deemed appropriate by the executive committee in consultation with the members.

5.3 All activities of the group shall be consistent with its purposes, goals, and specific objectives, and shall be conducted in accordance with this Constitution and the applicable laws and regulations.

Read Self Help Group, Youth, Women, and CBO Registration Forms ( Revised 2022)

Article 6: Values of the Group

6.1 The [insert name of group] is committed to upholding the following values:

(a) [Insert a value that the group holds, such as respect, integrity, or inclusivity].

(b) [Insert another value that the group holds, if applicable].

6.2 These values shall guide the conduct and interactions of the members, officers, and volunteers of the group, and shall be reflected in all its activities and decisions.

6.3 The group may review and update its values occasionally, as deemed appropriate by the executive committee in consultation with the members.

Article 7: Group Activities

7.1 The [insert name of group] shall engage in the following activities:

(a) [Insert a description of the primary activities of the group, such as organizing events, providing services, or conducting research].

(b) [Insert another activity of the group, if applicable].

7.2 These activities shall be conducted in furtherance of the purposes, goals, and specific objectives of the group, and in accordance with this Constitution and the applicable laws and regulations.

7.3 The group may also engage in other activities that are consistent with its purposes and values, and that are approved by the executive committee in consultation with the members.

7.4 The group may collaborate with other organizations or individuals on specific activities, provided that such collaborations are consistent with its purposes and values, and are approved by the executive committee in consultation with the members.

Article 8 of Group Constitution: Membership

8.1 Eligibility: Membership in the [insert name of group] shall be open to any individual or organization that supports its purposes, goals, and values, and is willing to abide by this Constitution and the applicable rules and regulations.

8.2 Nature of Membership: The group shall have an open membership policy, which means that any eligible individual or organization may become a member by following the procedure set forth in this article.

8.3 Procedure of Joining: Any eligible individual or organization may apply for membership by submitting a completed membership application to the executive committee or its designated representative(s). The application shall include the following information:

(a) Name, address, and contact information of the applicant;

(b) A statement of the applicant’s support for the purposes, goals, and values of the group;

The executive committee shall review the application and approve or reject it within [insert time period]. The decision of the executive committee shall be final.

8.4 Procedure of Removal: A member may be removed from the group by a resolution of the executive committee if the member:

(a) Fails to pay membership dues, if any, for [insert time period];

(b) Engages in conduct that is inconsistent with the purposes, goals, and values of the group;

(d) Engages in conduct that is detrimental to the reputation or interests of the group.

Before taking any action to remove a member, the executive committee shall give the member notice of the proposed action and an opportunity to be heard.

8.5 Procedure of Departure: A member may resign from the group at any time by giving written notice to the executive committee or its designated representative(s).

8.6 Duties of Members: Members shall have the following duties:

(a) To support the purposes, goals, and values of the group;

(b) To attend meetings and participate in the activities of the group to the best of their abilities;

(d) To abide by this Constitution and the applicable rules and regulations.

8.7 Rights of Members: Members shall have the following rights:

(a) To vote on matters submitted to the membership for approval;

(b) To attend meetings and participate in the activities of the group;

(d) To propose and promote activities and initiatives that are consistent with the purposes, goals, and values of the group.

8.8 Discipline of Members: If a member engages in conduct that is inconsistent with the purposes, goals, and values of the group, or violates this Constitution or the applicable rules and regulations, the executive committee may impose one or more of the following disciplinary actions:

(a) A written warning;

(b) Suspension of membership for a specified period of time;

Before taking any disciplinary action against a member, the executive committee shall give the member notice of the proposed action and an opportunity to be heard. The decision of the executive committee shall be final.

Article 9 of Group Constitution: Office Bearers

9.1 The office bearers of the [insert name of group] shall consist of:

(a) Chairperson;

(b) Vice-Chairperson;

(d) Treasurer.

9.2 Election or Appointment of Office Bearers:

(a) The office bearers shall be elected by the members of the group at a general meeting, in accordance with the applicable rules and regulations.

(b) The term of office for each office bearer shall be [insert time period], and they shall be eligible for re-election.

(c) In case of a vacancy in any office, the executive committee may appoint a member to fill the vacancy until the next general meeting, when an election shall be held to fill the vacancy for the remainder of the term.

9.3 Removal or Resignation of Office Bearers:

(a) An office bearer may be removed from office by a resolution of the executive committee or a general meeting if the office bearer:

(i) Fails to fulfill their duties as an office bearer;

(ii) Engages in conduct that is inconsistent with the purposes, goals, and values of the group;

(iii) Violates this Constitution or the applicable rules and regulations;

(iv) Engages in conduct that is detrimental to the reputation or interests of the group.

(b) An office bearer may resign from office at any time by giving written notice to the executive committee.

9.4 Qualification or Disqualification to be Office Bearers:

(a) To be eligible to be an office bearer, a member shall have:

(i) Demonstrated a commitment to the purposes, goals, and values of the group;

(ii) The necessary skills, experience, and qualifications to fulfill the duties of the office.

(b) An office bearer shall be disqualified from holding office if they:

(i) Cease to be a member of the group;

(ii) Are found guilty of a criminal offense involving dishonesty, fraud, or breach of trust;

(iii) Are declared bankrupt;

(iv) Are disqualified from holding office by a court of law or any regulatory authority.

9.5 Functions and Roles of Office Bearers:

(a) Chairperson: The chairperson shall preside over all meetings of the group and the executive committee, and shall be responsible for the overall management and direction of the group.

(b) Vice-Chairperson: The vice-chairperson shall assist the chairperson in the performance of their duties, and shall act as chairperson in their absence.

(c) Secretary: The secretary shall be responsible for maintaining the records and correspondence of the group, and shall assist the chairperson in the conduct of the business of the group.

(d) Treasurer: The treasurer shall be responsible for the financial affairs of the group, and shall keep accurate records of all financial transactions and prepare financial reports as required. The treasurer shall also be responsible for ensuring that the group complies with all applicable laws and regulations governing its finances.

Article 10 of Group Constitution: Tenure of Office Bearers

10.1 The term of office for each office bearer shall be [insert time period], and they shall be eligible for re-election.

10.2 An office bearer shall not hold the same office for more than [insert number] consecutive terms.

Article 11: Group Finances

11.1 The group shall maintain accurate records of all financial transactions and prepare financial reports as required by law and regulations.

11.2 The treasurer shall be responsible for managing the finances of the group and shall ensure that all funds are used for the purposes of the group.

11.3 The group shall maintain a bank account in the name of the group and all funds received shall be deposited into this account.

11.4 All financial transactions shall be approved by the executive committee.

11.5 The group shall prepare an annual budget and financial report for the executive committee’s approval and present these to the members at the annual general meeting.

11.6 The group may raise funds by way of donations, grants, sponsorships, or other means consistent with the purposes and values of the group.

11.7 The group shall comply with all applicable laws and regulations governing its finances, including tax laws and reporting requirements.

Article 11 of Group Constitution: Group Finances

11.1 The group shall maintain accurate records of all financial transactions and prepare financial reports as required by law and regulations.

11.2 The treasurer shall be responsible for managing the finances of the group, including:

11.2.1 Keeping accurate financial records of all transactions.

11.2.2 Preparing regular financial reports for the executive committee and members.

11.2.3 Ensuring that all financial transactions are appropriately authorized and accounted for.

11.2.4 Maintaining custody of all funds and securities of the group.

11.3 The sources of funds for the community group may include:

11.3.1 Membership fees.

11.3.2 Donations, sponsorships, and grants.

11.3.3 Income from group activities and Events.

11.3.4 Other sources as approved by the executive committee.

11.4 The management and accounting for funds of the community group shall include:

11.4.1 Maintaining accurate records of income and expenses.

11.4.2 Ensuring that all financial transactions are appropriately documented and recorded.

11.4.3 Preparing and presenting financial reports to the executive committee and members as required.

11.5 The banking arrangements for the funds of the community group shall include:

11.5.1 Maintaining a bank account in the name of the group.

11.5.2 Ensuring that all funds received are deposited into this account.

11.5.3 Ensuring that all withdrawals and transfers are properly authorized and documented.

11.6 The group shall maintain proper financial records, which shall include:

11.6.1 A cashbook or accounting software to record all transactions.

11.6.2 A ledger or accounting software to record all assets, liabilities, and equity of the group.

11.6.3 Any other records as required by law and regulations.

11.7 The financial records of the community group shall be audited annually by an independent auditor appointed by the executive committee.

11.8 The financial reports of the community group shall include:

11.8.1 An income and expenditure statement.

11.8.2 A balance sheet.

11.8.3 Any other reports as required by law and regulations.

11.9 The financial reports shall be presented to the executive committee for review and approval before being presented to the members at the annual general meeting.

Article 12: Utilization of Funds

12.1 The funds of the community group shall be utilized solely for the purposes of the group, as set out in this constitution.

12.2 Authorized expenses of the community group may include, but are not limited to:

12.2.1 Remuneration or allowances of employees or staff of the community group.

12.2.2 Operational expenses of the community group, such as rent, utilities, equipment, and supplies.

12.2.3 Statutory expenses of the community group, such as taxes and fees.

12.2.4 Expenses related to group activities and events.

12.2.5 Other expenses as approved by the executive committee.

12.3 All expenses must be properly authorized and documented, and payments shall be made by check or bank transfer.

12.4 No officer, member, or employee of the community group shall receive any personal benefit or profit from the funds of the group, except for reasonable reimbursement of expenses incurred on behalf of the group.

12.5 The group shall maintain proper records of all financial transactions, which shall be available for inspection by members and auditors.

12.6 The executive committee shall be responsible for ensuring that the funds of the community group are utilized in accordance with this constitution and the applicable laws and regulations.

Article 13: Group Assets

13.1 The assets of the community group shall be utilized solely for the purposes of the group, as set out in this constitution.

13.2 Upon voluntary dissolution of the group, any remaining assets shall be distributed to another non-profit organization with similar objectives, as determined by a majority vote of the members present at the final general meeting.

13.3 In the event that no such organization can be found or if the assets cannot be distributed in accordance with this provision, the assets shall be distributed to a charitable organization selected by a majority vote of the members present at the final general meeting.

13.4 In the event of the merger or amalgamation of the community group with another organization, the assets of the community group shall be transferred to the merged or combined organization, in accordance with the terms of the merger or amalgamation agreement.

13.5 The executive committee shall be responsible for maintaining an inventory of the assets of the community group and ensuring their safekeeping and proper use.

13.6 Any disposal of assets shall be authorized by the executive committee and shall be conducted in a manner that maximizes the benefit to the community group.

13.7 The members of the community group shall not have any personal interest in the assets of the group and shall not receive any personal benefit or profit from the use or disposal of the assets.

Article 14: Record Management

14.1 The community group shall maintain proper records of its activities and operations, including but not limited to:

14.1.1 A register of members, containing the names, addresses, and contact information of all members.

14.1.2 A register of member shares, if applicable, containing information on the ownership and transfer of any shares or interests in the group.

14.1.3 Payment vouchers, receipts, and other documentation relating to the receipt and expenditure of funds.

14.1.4 A cashbook or accounting system, recording all financial transactions of the group.

14.1.5 A minute book or file, containing records of all meetings of the members and executive committee, as well as any resolutions or decisions made.

14.1.6 Financial statements, including income statements, balance sheets, and cash flow statements, are prepared on a regular basis, as determined by the executive committee.

14.2 All records shall be kept in a safe and secure location and shall be available for inspection by members and auditors.

14.3 Records shall be retained for a period of at least seven (7) years, or longer if required by law or regulations.

14.4 The executive committee shall be responsible for ensuring that proper records are maintained and for authorizing the disposal of records when no longer required.

Article 15: Meetings

15.1 The community group shall hold regular meetings, as determined by the executive committee, but at least once every three (3) months. Special meetings may be called by the chairperson, vice-chairperson, or secretary, as needed.

15.2 The procedure at meetings shall be determined by the executive committee and may include the use of a formal agenda, parliamentary procedure, and rules for debate and voting.

15.3 The agenda for each meeting shall be circulated to members at least seven (7) days in advance and shall include any items of business to be transacted at the meeting.

15.4 Minutes shall be kept of all meetings of the community group, including the date and time of the meeting, the names of those present and absent, a summary of the proceedings, and any decisions made. Minutes shall be approved by the executive committee and circulated to members within fourteen (14) days of the meeting.

15.5 Meetings may be held in person, or by electronic means, as determined by the executive committee.

15.6 A quorum for a meeting shall be at least one-third (1/3) of the total membership of the community group or such other number as may be determined by the executive committee.

15.7 The authorized business of meetings shall include the election or removal of office bearers, the approval of financial statements and budgets, the consideration of reports from the executive committee, and any other business that may properly come before the meeting.

15.8 The annual general meeting of the community group shall be held once every year, within three (3) months of the end of the financial year. At the annual general meeting, members shall receive reports from the executive committee and shall elect or re-elect office bearers for the coming year.

15.9 Any report or proposal requiring the approval of the members shall be circulated to members at least fourteen (14) days in advance of the meeting at which it is to be considered and shall be approved by a simple majority of members present and voting.

Article 16: Elections

16.1 All members of the community group shall be eligible to vote in elections for office bearers and any other matters requiring the approval of the members.

16.2 Voting shall be by secret ballot unless otherwise determined by the executive committee. The procedure for voting shall be determined by the executive committee and shall be conducted in a fair and transparent manner.

16.3 The elections shall be supervised by an election committee appointed by the executive committee. The election committee shall ensure that the elections are conducted in accordance with the constitution and the rules of the community group.

16.4 Notice of elections shall be given to members at least fourteen (14) days in advance. The notice shall specify the date, time, and place of the elections, and shall include any other relevant information.

16.5 The results of the elections shall be reported to the executive committee as soon as possible and shall be confirmed by the executive committee within fourteen (14) days of the elections.

16.6 Any disputes or challenges relating to the conduct of the elections shall be referred to a special disputes resolution committee appointed by the executive committee. The disputes resolution committee shall investigate the matter and make recommendations to the executive committee.

16.7 In the event that the elections are not held in accordance with the constitution or the rules of the community group, the executive committee may appoint interim office bearers to serve until the next valid elections are held.

16.8 The procedures for the transitional arrangements relating to elections, including the appointment of interim office bearers, shall be determined by the executive committee.

Article 17: Dispute Resolution

17.1 Any disputes or conflicts arising within the community group shall be resolved in accordance with the principles of natural justice and fairness.

17.2 Members shall first attempt to resolve disputes or conflicts amongst themselves, through dialogue and negotiation.

17.3 If the parties are unable to resolve the dispute or conflict through dialogue and negotiation, they may request the intervention of the executive committee. The executive committee shall appoint a dispute resolution committee to investigate the matter and make recommendations.

17.4 The disputes resolution committee shall investigate the matter and make recommendations to the executive committee within fourteen (14) days of receiving the request for intervention. The executive committee shall consider the recommendations and take appropriate action to resolve the dispute or conflict.

17.5 If the dispute or conflict remains unresolved, the parties may refer the matter to mediation or arbitration in accordance with the laws of the country.

17.6 The community group may also establish a community mediation or arbitration service to assist members in resolving disputes or conflicts.

17.7 Notice periods for disputes or conflicts shall be determined by the executive committee and shall be reasonable and fair to all parties involved.

17.8 The decisions of the disputes resolution committee, the executive committee, and any mediation or arbitration service established by the community group shall be final and binding on all parties involved.

Article 18: Amendment of the Community Group Constitution

18.1 This constitution may be amended by a two-thirds (2/3) majority vote of the members present and voting at a properly constituted meeting of the community group.

18.2 Notice of any proposed amendment to the constitution shall be given in writing to all members at least thirty (30) days prior to the meeting at which the amendment is to be considered.

18.3 A quorum of at least fifty percent (50%) of the total membership of the community group shall be present before any amendment can be considered.

18.4 Proposed amendments to the constitution shall be submitted in writing to the executive committee, which shall consider the proposed amendment and make recommendations to the members.

18.5 Transitional procedures regarding amendments shall be determined by the executive committee and shall be fair and equitable to all members.

18.6 The adoption of any amendment to the constitution shall require the approval of at least two-thirds (2/3) of the members present and voting at the meeting.

18.7 Any amendment to the constitution shall take effect immediately upon adoption by the members unless otherwise specified in the amendment.

Article 19: Indemnity

Indemnity is a legal concept that refers to the protection of individuals or groups against financial loss or legal liability resulting from their actions. In the context of the community group constitution, the indemnity article serves to outline the detriment of both the group and its office bearers.

Firstly, the article should state that the office bearers of the community group are protected from liability for actions done in good faith on behalf of the group. This means that as long as the office bearers were acting in the best interests of the group and in accordance with its objectives and values, they will not be held personally liable for any loss, damage, or injury that may arise from their actions.

Secondly, the article should state that the community group is liable to third parties for any loss, damage, or injury that may result from the group’s activities. This means that if the group’s activities cause harm to a third party, the group may be required to pay compensation to that third party.

Finally, the article should state that the office bearers of the community group are personally liable for any loss, damage, or injury caused by their actions if those actions were taken in contravention of the community group constitution or without authorization if authorization was required or withheld by members of the group. This means that if an office bearer acts outside the scope of their authority or is in violation of the group’s constitution, they may be held personally liable for any harm that results from their actions.

Article 20: Dissolution

Circumstances under which the community group may be dissolved: The circumstances under which the community group may be dissolved should be clearly outlined in the constitution. This could include factors such as the achievement of the group’s objectives, inability to function effectively due to lack of funding or resources, or irreconcilable conflicts within the group that cannot be resolved through other means.

Procedure for the dissolution of community group: The procedure for the dissolution of the community group should also be clearly outlined in the constitution. This may include the appointment of a liquidator or the election of a committee to manage the dissolution process. The constitution should specify who has the authority to initiate the dissolution process, and the steps that must be taken to ensure that the process is carried out in a fair and transparent manner.

Notice periods in respect of the dissolution of community group: The constitution should specify the notice periods required in respect of the dissolution of the community group. This will give members sufficient time to consider the proposed dissolution and to provide feedback or raise concerns.

The quorum for the dissolution of a community group: The constitution should specify the quorum required for a decision to dissolve the community group. This ensures that decisions are made with the agreement of a majority of members and that the decision is not taken by a small group of individuals without the agreement of the wider membership.

Transitional procedures during dissolution: The constitution should also specify the transitional procedures that will be put in place during the dissolution process. This may include the appointment of a committee to manage the winding up of the group’s affairs, the disposal of assets, and the payment of liabilities.

Treatment of assets and liabilities of community group after dissolution: The constitution should also specify how the assets and liabilities of the community group will be treated after dissolution. This may include the distribution of assets to other charitable organizations or the payment of liabilities from remaining assets.

It’s important to note that the dissolution of a community group should be seen as a last resort and that every effort should be made to resolve any issues before the decision to dissolve is made.

Article 21:Commitment clause

The commitment clause is an important provision of the community group constitution that requires all members to sign and commit to upholding the provisions of the constitution. This clause serves as a pledge by the members to be bound by the rules and regulations of the group and to work towards achieving its objectives.

By signing this clause, members acknowledge that they understand the goals and values of the community group and are committed to working towards achieving them. They also agree to abide by the rules and regulations of the group, including attending meetings, contributing towards the group’s financial obligations, and carrying out tasks assigned to them by the group’s office bearers.

The commitment clause also emphasizes the importance of teamwork and collaboration among members. By working together and supporting each other, the community group can achieve its goals and make a positive impact in the community.

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