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About NCCK NCCK Constitution and By Laws
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CONSTITUTION AND BY-LAWS
AMMENDED IN
AUGUST 2012
Constitution and
By-Laws of the National Council of Churches of Kenya
© National Council of
Churches of Kenya, 2012
CONSTITUTION
PREAMBLE
WHEREAS in the period
between 1907 and 1913 the Pioneer Missionary
Societies operating in the then British East Africa held a series of regional
meetings, key among them one held at Maseno, where the foundation for future
ecumenical initiatives was laid;
WHEREAS in 1913 there was
held in Kikuyu, the first United Missionary Conference where a Federation of
Missions was formed and whose attendance included the four founding societies,
namely Church Missionary Society, Church of Scotland Mission, United Methodist
Mission and African Inland Mission;
WHEREAS in the year 1918
there was formed an Alliance of Protestant Missions and in the year 1924 the
Kenya Missionary Council, which, under the blessing of God, were enabled to
promote co-operation and fellowship among Missionary Societies in the
evangelization and outreach among the people of Kenya;
WHEREAS it was generally
agreed that an organization with a wider scope and membership was required to
embrace the activities of the growing Churches to enlist all the Christian
efforts in the tasks of evangelization, and to encourage closer consultation and
cooperative action in the promotion of the Kingdom of God among all the people
of Kenya, it was resolved in 1943 with gratitude to God for the valuable
services rendered to the cause of Christ in Kenya by these organizations that a
Christian Council be formed, with a constitution
as hereinafter set forth and as subsequently revised;
REALIZING that in 1966 the
majority of the Churches had become autonomous within the new Republic of Kenya
and that such corporate bodies for member Churches and Christian bodies merited
an appropriately constituted National Body;
AFFIRMING that a society of
member Churches and Christian bodies was founded and was exempted from
registration with the Registrar of Societies;
NOTING that the constitution
of the said society has been amended severally since 1960;
FURTHER RECOGNIZING that the
organization’s success in attaining its objectives depends on the gift from God
of a spirit of fellowship and mutual understanding and a sincere desire to
further the objectives of the Council;
AND APPRECIATING that the
constitution requires revision to accommodate the major restructuring the
Council has undergone since 1993;
NOW IT IS AGREED that the Constitution
shall be as follows:
The
National Council of Churches of Kenya is a family of Christian communions and
organizations in fellowship and witness.
The
name of the Association of Churches and other Christian Organizations shall be
the National Council of Churches of Kenya (hereinafter called the NCCK or the
Council).
One
Church; United in faith and mission witnessing to Jesus Christ.
To
facilitate the united mission of the Christian Church in Kenya, the Council
shall:
·
Promote
fellowship and ecumenism;
·
Nurture
a common understanding of the Christian faith and mission;
·
Build
the capacities of the membership;
·
Enhance
the creation of a just and sustainable society;
·
Uphold
its corporate health, identity, heritage and sustainability.
In pursuing its Christian calling, the Council
shall uphold:
·
Integrity
through accountability and transparency;
·
Stewardship
through sound resource management;
·
Professionalism
through competence and efficiency;
·
Partnership
by collaborating with others;
·
Servanthood
through fair and humble service.
The
objectives of the Council shall be:-
a)
To
promote and facilitate fellowship, partnership and unity within the membership.
b)
To
promote consultations and joint action by the membership in all matters that
bear upon our faith and witness, whether doctrinal, liturgical or
missiological.
c)
To
build the capacities of the membership to enable them undertake their mission.
d)
To
facilitate the membership so that they can give expression to the Lordship of
Christ over all aspects of human life and together with their communities
identify needs, acquire necessary resources and promote service that is
holistic, relevant and self sustaining.
e)
To
promote the Council’s corporate health, identity and growth for faithful and
effective stewardship of the corporate vision, mission, heritage and
sustainability.
a)
To
bring together representatives of the Council’s membership and other interested
parties for prayer, periodical consultations and reflection on matters
spiritual and social.
b)
To
promote consultations and study by the membership and other relevant bodies in
matters of unity and mission of the Church.
c)
To
establish mechanisms and systems that will strengthen the capacities of Council
members to promote their spiritual and institutional growth, health and relevance.
d)
To
facilitate the development of an enlightened Christian public opinion through
study, investigation and debate on all issues of common concern to the people
of Kenya and to give expression to such Christian opinion and bring it to bear
on public life.
e)
To
provide a link between the membership, the people, the government of Kenya and
other bodies outside Kenya in matters of common concern.
f)
To
facilitate the breaking of barriers between the people of Kenya and nurture one
human family living in peace and justice.
g)
To
exercise a counseling, mediation and reconciling role within and between
corporate members, fellowships and/or other groups in society.
h)
To
invest, acquire and dispose of by purchase, donation, lease, exchange or by any
other legal means, movable or immovable properties for use in facilitating the
achievement of the objectives of the Council.
i)
To
practice such sound internal governance and relationships with third parties as
are consistent with Christian principles.
j)
To
undertake any other function that is right and just in the judgment of the
Council.
8.
SCOPE OF THE COUNCIL’S AUTHORITY
a)
CHURCH ORDER
While the Council by its
constitution does not concern itself directly in questions of Church Order, it
welcomes participation by its member Churches and related Christian organizations
in such matters, and agrees to provide facilities for mutual consultation
thereof for such of its member Churches as so desire.
b)
COMMITMENT TO ACTION
(i)
The
actions and pronouncements of the Council shall not commit any member to any
policy or action or responsibility without the member’s consent.
(ii)
Notwithstanding
sub-paragraph 8(b) (i), no member shall be absolved from its obligations to the
Council.
a) BASIS OF MEMBERSHIP
In matters of faith
and doctrine the Council shall be governed by the basis of membership as set
out in this article.
While recognizing
that each Church and Christian agency or organization has its own basis or
order and doctrine, all members of the Council shall accept the following
doctrinal statement as a declaration of their essential spiritual unity:
The full Members are
united in confessing the faith to which the Church has ever witnessed in One
Triune God, Father, Son and Holy Spirit,
worshiping the Father revealed to the world in Jesus Christ by the Power of the
Holy Spirit, owing obedience to our Lord and Saviour Jesus Christ as the Way,
Truth and the Life, trusting in the guidance of the Holy spirit, proclaiming
Christ’s atoning death and resurrection, salvation by grace through faith and
regeneration by the Power of the Holy Spirit, and labouring for advancement of
God’s Kingdom throughout the world until Christ comes again.
i) The Holy Scriptures of the Old and New
Testament as being God’s revelation of Himself to the world, containing all
things necessary for salvation and are supreme and decisive standards of faith
and conduct to which all teachings and all creeds and confessions are
subordinate.
ii)
The
Apostles Creed and the Nicene Creed as historical confessions giving a true
response and witness to the Word of God and safeguarding the faith continuously
confirmed in her spiritual experience throughout the ages.
iii)
It
further recognizes the Athanasian Creed as giving a true exposition of the
Trinitarian faith.
iv)
The
Council acknowledges the confessions of the reformation as valuable for
interpreting the teaching of the scripture.
b)
MEMBERSHIP COMMITTEE
There
shall be a Membership Committee constituted as set out in the by-laws.
c)
CLASSES OF MEMBERSHIP
Membership
of corporate bodies may be in one of the following classes:
i)
Full Membership
Open
to all Churches duly constituted in Kenya.
ii)
Associate membership
Open to
all locally constituted Christian organizations, fellowships or groups
organized to promote some definite Christian activities not directly under any
church as defined above.
iii)
Probationary membership
Applicants
for full membership, if approved by the Council shall in all cases be first
accepted into probationary membership. The period of probation shall be regarded
as an opportunity for members of the Council to be acquainted with the
applicant better and for the applicant to appreciate the responsibilities of
membership. The period of probation shall normally be one year and shall not
exceed three years unless otherwise directed by the General Assembly or its
Executive Committee provided always that, where a new member has been admitted
without a sponsor the period of probation shall not end until a sponsor has
been found to the satisfaction of the relevant Regional Committee (where one
exists), General Assembly or its Executive Committee.
The
period of probation can be terminated at any time by the withdrawal of the new
member, or by the General Assembly or its Executive Committee admitting the
applicant to full membership or rejecting the application.
No
group shall be accepted into any class of membership without a minute of
acceptance by the local Regional Committee (where one exists) and by the General
Assembly or its Executive Committee.
iv)
Fraternal Associate membership
Whereas
there are groups which for various reasons do not desire or are unable to
accept the basis of membership of the NCCK but nevertheless would like to have
fraternal relationship with it, the Council agrees to admit such groups to be
fraternal associates with it, which does not involve membership of the Council,
but which allows them access to the services of the Council’s officers and with
consent of any of the Council’s Advisory committees to the membership of the
committee.
d)
DISCIPLINE OF MEMBERS
i)
Any
Member of the Council who undertakes any activities considered prejudicial to
the objectives of the Council or fails to satisfy its obligations as laid down
under this Constitution or the by-laws may be disciplined by the Membership
Committee.
ii)
Before
the Membership Committee entertains any complaint, it must first be satisfied
that efforts to resolve the conflict or the dispute locally or within the
appropriate forum have failed.
iii)
The
Membership Committee shall afford a member who faces disciplinary action the
right to be heard.
iv)
Upon
hearing the complaint, the Membership Committee may make one or more of the
following recommendations to the Executive Committee:-
-
Demand
of a written apology
-
Written
warning
-
Suspension
for a specified period not exceeding two years
-
Any
other action that the Executive Committee may prescribe
v)
The
Executive Committee shall have power to confirm, refer or reject any
recommendation by the Membership Committee.
vi)
A
member who is suspended for the maximum period of two years but whose conduct
does not improve may be recommended for expulsion by the Membership Committee
vii)
Appeals
from decisions of the Executive Committee shall lie with the General Assembly
whose decision shall be final.
a)
OFFICERS OF THE COUNCIL:
I) i There shall be a Chairman and a
Vice-Chairman who shall be elected by the General Assembly from among members
of the Executive Committee for a term of three (3) years. They shall be eligible for re-election for
only one more term.
ii.
The
Chairman and Vice-Chairman shall be responsible to the General Assembly and the
Executive Committee.
iii.
The
Chairman shall whenever possible chair all the meetings of the General Assembly
and its Executive Committee.
iv.
The
Chairman shall undertake any other duties as may be assigned by the General
Assembly or its Executive Committee.
v.
The
Vice-Chairman shall whenever possible deputize for the Chairman as well as
undertake those duties delegated to him by the Chairman or the General Assembly
or the Executive Committee.
vi.
In
the event that a Chairman resigns or dies or becomes incapacitated or is
removed from office before his term ends, the Vice-Chairman shall automatically
become Acting Chairman for the remainder of the term. If the Vice-Chairman is unwilling to take up
the position, the Executive Committee shall appoint an Acting Chairman from
among its members.
II) i. There shall be an Honorary Treasurer who
shall be appointed by the General Assembly or its Executive Committee for a
term of three (3) years. He/She shall be eligible for re-election for only one
more term provided always that the person so appointed shall be knowledgeable
in financial matters.
ii.
The
Honorary Treasurer shall ipso facto be a member of the Finance and
Administration Committee, Executive Committee and the General Assembly.
iii.
If
the Vice Chairman or Honorary Treasurer
resigns or dies or becomes incapacitated or is removed from office before his
term ends, the Executive Committee shall appoint from among its members an Acting
Vice-Chairman or Honorary Treasurer respectively to serve for the remainder of
the term.
III) i. There shall be a General Secretary and
Deputy General Secretary(ies) who shall be appointed by the Executive Committee
in accordance with the provisions on appointment as laid down in the by-laws.
ii. The
General Secretary shall hold office for a term of six (6) years. The Executive Committee shall have power in
its discretion to renew the appointment provided always that the holder of the
office shall not serve for more than twelve (12) years.
iv.
The
Deputy General Secretar(ies) shall hold office for a term of six (6) years. The
General Assembly or its Executive committee shall have power in its discretion
to renew the appointment provided always that the holder of the office shall
not serve more than twelve (12) years.
v.
The
General Secretary shall be the Chief Executive Officer of the Council. He shall handle all business connected with
the consultative, regulatory, administration and other relevant affairs of the
Council. He shall be responsible for the calling and processing of business for
the General Assembly and the Executive Committee meetings as laid down in the
Constitution. The General Secretary shall undertake any other responsibilities
as may be directed by the Council from time to time.
vi.
The
General Secretary shall be the spokesman of the Council provided that in all
crucial matters he shall make appropriate consultations with the Chairman or in
his absence the Vice-Chairman.
vii.
The
Deputy General Secretary(ies) shall deputize for the General Secretary whenever
he is away from duty.
viii.
The
Deputy General Secretary(ies) shall undertake those duties delegated to him by
the General Secretary.
ix.
All
disciplinary matters touching on the General Secretary shall in the first instance
be handled by a sub-committee made up of the Chairman, the Vice Chairman, the
Honorary Treasurer and the Patrons of the Council who shall issue a joint
report to the Executive Committee for appropriate action.
x.
All
disciplinary matters touching on the Deputy General Secretary shall in the
first instance be handled by a sub-committee made up of the Chairman, the Vice-Chairman,
the Honorary Treasurer, the General Secretary and the Patrons of the Council
who shall issue a joint report to the Executive Committee for appropriate
action.
xi.
The
said sub-committee(s) may co-opt from among the Trustees of the Council as
necessary.
xii.
For
purposes of this Article a disciplinary matter shall mean gross violation
and/or departure from Council’s core values in matters of stewardship, faith
and practice.
b)
THE GENERAL ASSEMBLY
a)
There
shall be a General Assembly made up of:-
i)
Delegates
from each full and paid up member as set out in the by-laws.
ii)
Delegates
from the associate members as set out in the by-laws.
iii)
Delegates
from the fraternal associates as set out in the by-laws.
iv)
Officers
of the Council (that is to say the Chairman, the Vice-Chairman, the Honorary
Treasurer, the General Secretary and the Deputy General Secretary(ies).
v)
Six
(6) delegates from each Region (that is to say; the Chairman, Vice-Chairman,
Honorary Treasurer and one representative each from the youth, women and
persons with disabilities sectors).
vi)
Chairmen
of the Sub-Committees of the Executive Committee
b)
The
General Assembly shall be held once every three (3) years at a venue and time
to be decided by the General Assembly or its Executive Committee or at any time
before the three year period if deemed necessary by the Executive Committee.
c)
The
General Assembly shall be the supreme governing body of the Council.
d)
The
functions of the General Assembly shall be:-
i)
Formulating
overall Council policy.
ii)
Facilitating
prayer, study and consultation on major themes of Christian faith, life and
witness.
iii)
Providing
forum for fellowship and coordinating the activities of Council members.
iv)
Receiving
reports from its committees or collaborating institutions or members and taking
any necessary action thereof.
v)
Dealing
with all matters relating to the Constitution.
vi)
Undertaking
any business that members of the Council in session may deem necessary.
e)
The
Assembly may delegate any of its functions to any of the Council committees.
f)
Quorum
for the General Assembly shall be one third (1/3) of the
members including the Chairman or Vice-Chairman, the General Secretary or his
deputy or in the absence of the deputy his nominee provided that where notice
of the meeting has been duly given, if within thirty (30) minutes from the time
appointed for the meeting, the Chairman or Vice-Chairman is not present, but
for the absence of either one, a quorum is constituted then in such
circumstances, the members of the Assembly present shall choose one among them
to act as Chairman of the meeting and the meeting will be deemed to have a
quorum.
c)
THE EXECUTIVE COMMITTEE
i.
There
shall be an Executive Committee constituted as follows:-
GROUP
A
(a)
The
Chairman, Vice-Chairman, Honorary Treasurer, General Secretary and Deputy
General Secretary (ies) of the Council.
(b)
Four
(4) delegates from each region that is to say; the chairman and one representative
each from the women, youth and persons with disabilities sectors provided
always that the representatives herein shall be leaders of the respective
sectors in their member churches.
(c)
Chairmen
of the Sub-Committees of the Executive Committee
GROUP
B
(a)
The
Heads of all full and paid up members and other representatives as set out in
the by-laws.
(b)
Representatives
of the associate members as set out in the by-laws.
GROUP
C
Twelve (12)
other persons to be co-opted by the Executive Committee so chosen as to secure
the help of persons not members under A or B above and who will bring
specialist knowledge and experience for the Council’s work, provided always
that the members so appointed shall be in good standing with a member Church.
Group C
members shall hold office for four (4) years and shall be eligible for
re-appointment only once.
ii.
The
Executive Committee shall meet at least twice (2) per year and is authorized to
undertake all business of the Council in accordance with the constitution and By-Laws.
iii.
The
functions of the Executive Committee shall be the following:-
(a)
Receiving
and acting as necessary on annual reports as well as reports and
recommendations from its sub-committees and other duly constituted committees.
(b)
Receiving
and accepting the audited accounts.
(c)
Appointing
auditors
(d)
Establishing
special committees and their terms of reference.
(e)
Undertaking
any business that members of the Council in session may deem necessary.
(f)
Undertaking
the general executive function in between General Assembly meetings.
(g)
Dealing
with all disciplinary matters relating to Officers of the Council.
iv.
Quorum
for the Executive Committee shall be one third (1/3) of
the members including the Chairman or Vice-Chairman, the General Secretary or
his deputy or in the absence of the deputy, his nominee provided that where
notice of the meeting has been duly given, if within thirty (30) minutes from
the time appointed for the meeting, the Chairman or Vice-Chairman is not
present, but for the absence of either one , a quorum is constituted then in
such circumstances, the members of the Executive Committee present shall choose
one among them to act as Chairman of the meeting and the meeting will be deemed
to have a quorum.
11.
SUB-COMMITTEES OF THE EXECUTIVE COMMITTEE
a)
THE FINANCE AND ADMINISTRATION COMMITTEE
i)
There
shall be a Finance and Administration Committee made up of fifteen (15) members
including the Honorary Treasurer, the General Secretary and the Deputy General
Secretary.
ii)
The
Finance and Administration Committee shall have power to co-opt members with
technical knowledge in financial, personnel and administration matters provided
always that such co-opted members do not exceed three (3) in number and are in
good standing with a member Church.
iii)
At
least one third (1/3) of the members of the Finance and
Administration Committee shall have technical knowledge in financial, personnel
and Administration matters.
iv)
The
functions of the Finance and Administration Committee shall be:-
1.
To
supervise the management of the financial affairs of the Council.
2.
To
ensure responsible stewardship of Council resources and assets.
3.
To
consider and present to the Executive Committee approved members’ annual
subscriptions for the next year before 31st December of the previous
year.
4.
To
consider Council’s annual budget before presentation by the Honorary Treasurer
to the General Assembly and/or the Executive Committee before 31st
December of the previous year.
5.
To
receive and consider Council’s annual accounts before presentation by the
Honorary Treasurer to the General Assembly and/or Executive Committee.
6.
To
receive and where appropriate approve financial recommendations from other
sub-committees of the Executive Committee.
7.
To
authorize the acquisition and disposal of Council’s moveable assets.
8.
To
set broad Personnel Policy guidelines, scrutinize and approve new policies or
review existing ones in addition to actively participating in the
administrative process.
9.
To
periodically review the remuneration policy and decide on salary and benefits
package for management staff.
10.
To
approve appointment of senior members of staff.
11.
To
ensure that no appointments are made without approved budgets thereof.
12.
To
deliberate on disciplinary matters involving senior members of staff, excluding
the General Secretary and the Deputy General Secretary, and take appropriate
action.
13.
To
receive reports and advise on staff welfare matters.
14.
To
review the classification of jobs and associated salary structure and where
appropriate to authorize changes in the classification.
15.
To
receive and advise on reports on the status of industrial relations.
16.
To
receive reports on staff development and advise as necessary.
17.
To
receive reports on administrative support services and advise as necessary.
18.
To
undertake such other functions of a general or specific nature as the General
Assembly or the Executive Committee may direct.
v)
Members
of the Finance and Administration Committee shall be presented by the General
Secretary in consultation with the current membership of the Finance and Administration
Committee for appointment by the Executive Committee.
vi)
The
Finance and Administration Committee shall nominate from among its members a
Chairman for appointment by the Executive Committee for a period not exceeding
four (4) consecutive years.
vii)
The
Finance and Administration Committee shall meet at least four (4) times a year.
viii)
One
third (1/3) of the members including the General Secretary or in his absence
the Deputy General Secretary shall form a quorum.
ix)
The
General Secretary or in his absence the Deputy General Secretary shall be the
Secretary to the Finance and Administration Committee.
b)
THE PROGRAMME COMMITTEE
i)
There
shall be a Programme Committee of fifteen (15) persons established as a sub-committee
of the Executive Committee charged with the responsibility of Programme
matters. At least one third of the
members shall have technical knowledge in the core business of the Council.
ii)
The
Programme Committee may constitute standing committees and/or taskforces to
carry out specific assignments.
iii)
Any
committee and/or taskforce created under (ii) above shall be responsible to the
Programme Committee.
iv)
The
functions of the Programme Committee shall be to:-
1.
Formulate
overall programme policy and give advice on programme matters.
2.
Approve
plans for programme activities at corporate level so as to meet Council
objectives.
3.
Receive
and approve regular reports on all programme activities including those from
the Regions.
4.
Commission
programme research and evaluation as and when necessary.
5.
Recommend
programme budgets to the Finance and Administration Committee.
6.
Monitor
programme activities and expenditure.
7.
Establish
priorities for partners’ fora and receive reports from them.
8.
Submit
regular reports on all programme matters to the Executive Committee.
v)
The
Programme Committee shall have powers to co-opt members with technical
knowledge in the Core business of the Council provided always that such co-opted
members do not exceed four (4) in number and are in good standing with a member
Church.
vi)
The
General Secretary and the Deputy General Secretary shall be members of the
Programme Committee.
vii)
The
Programmes Director shall be an ex-officio member of the Programme Committee.
viii)
The
Programme Committee shall nominate a Chairman from among its members for appointment
by the Executive Committee for a period not exceeding four (4) consecutive
years.
ix)
One
third (1/3) of the members including the General Secretary or in his absence
the Deputy General Secretary shall form a quorum.
x)
The
General Secretary or in his absence the Deputy General Secretary shall be the
Secretary to the Programme Committee.
xi)
The
Programme Committee shall meet at least two (2) times a year.
12. REGIONAL CONFERENCES AND COMMITTEES
There
shall be Regional Conferences and Committees as set out in the by-laws.
a)
Where
for the furtherance of Christian co-operation it is deemed appropriate to hold
land or interests in land or any other property such holdings or interests
shall be vested in the Registered Trustees of the National Council of Churches
of Kenya, a body incorporated under the Trustee (Perpetual Succession) Act (Cap
164).
b)
The
Trustees who shall not be less than three (3) and not more than seven (7) shall
be appointed by the General Assembly or its Executive Committee.
c)
Trustees
shall be ex-officio members of the General Assembly and the Executive Committee.
d)
The
right of appointment to fill any vacancy occurring through the death, retirement,
incapacitation, resignation or removal of any trustee(s) shall vest in the
General Assembly or its Executive Committee.
e)
Trustees
shall hold office for six (6) years but shall be eligible for re-appointment
only once provided that retirement shall be rotational.
f)
The
trustees shall have power to hold land or interests in land, any trust or other
funds and moveable property on behalf of the Council and may subject to prior
reference to the General Assembly or its Executive Committee raise loans from
bank or other financial institutions by mortgaging or charging the said
holdings or interest held by them.
g)
The
trustees of the Council are empowered to hold property belonging to any Region.
h)
In
all matters related to acquisition or disposal of immovable property, the
trustees shall act in consultation with the Finance and Administration
Committee and under the direction of the General Assembly or its Executive
Committee.
a)
In
order that the Council may benefit from the experience of elders, men or women,
within its constituency, the Council at its General Assembly will appoint not less
than two (2) and not more than four (4) patrons who will hold office for six (6)
years but shall be eligible for re-appointment only once. This membership will include those who have
faithfully served and retired from active service and whose long association
with the Council would be well known.
They will be ex-officio members of the Executive Committee as well as
the General Assembly.
b)
Should
a vacancy occur in the patronage between Assemblies, the Executive Committee
shall elect a patron to fill the unexpired term. After serving for two terms
(that is to say eight (8) years), a new patron will be elected and the previous
one retired.
The
Council shall have an appropriate set of by-laws including a code of conduct,
which shall be approved by the General Assembly. Any amendments thereto shall be approved by
the General Assembly or its Executive Committee by simple majority provided
always that notice of such amendments has been given to the delegates of the
General Assembly or members of the Executive Committee as the case may be at
least twenty one (21) days before the meeting at which the said amendments are
to be discussed.
16. AMENDMENTS TO THE
CONSTITUTION
a)
No
change shall be made in this constitution unless approved by two thirds of the
members present and voting at a meeting of the General Assembly, provided
always that notice of such proposed change has been given at least two (2)
months previously at a meeting of the Executive Committee.
b)
For
purposes of amending Article 7(a) of this constitution, the quorum for the General
Assembly shall be two thirds of all members entitled to vote.
Dissolution
of the Council shall only be proposed upon recommendation by two thirds of the
members present and voting at a meeting of the General Assembly provided that
notice of such proposed dissolution has been given at least six (6) months
previously at a meeting of the Executive Committee whose membership includes
the Finance and Administration Committee. No dissolution shall be effected
without written approval of the Registrar of Societies first had and received
on written application by at least three (3) Officers of the Council.
Unless
otherwise decided by the General Assembly on the recommendation of the
Executive and Finance and Administration Committees, where the Association is
dissolved then:
a)
Where
the assets available for distribution among the full and associate members of
the Association shall be insufficient to repay the liabilities of the
Association and meet other obligations, then the losses shall be borne by the
full and associate members in proportion to their contributions, whether they
have paid up or not at the time of dissolution.
b)
Where
the assets available for distribution among the full and associate members of
the Association shall be more than sufficient to repay the liabilities of the
Association and meet other obligations, the excess shall be distributed among
the full and associate members in proportion to their contributions at the time
of dissolution.
c)
Where
under paragraph (b) the excess is traceable to a source other than the full or
associate members’ contributions then such an excess shall be applied to the
advancement of charity in such a way as the General Assembly shall in its
discretion direct.
d)
The
quorum for the General Assembly under this article shall be two thirds of all
members entitled to vote.
18. SUBSIDIARIES OF THE
COUNCIL:
The
Council shall be vested with the power to establish Subsidiaries as may be deemed necessary for the execution of its
functions. The establishment of such Subsidiaries shall be as provided
in the By Laws.
PREAMBLE
These amended by-laws
which will be styled the National Council of Churches of Kenya By-Laws (1996)
have been approved by the General Assembly in accordance with Article 14 of the
Constitution.
a)
There
shall be a Membership Committee made up of fifteen (15) members drawn from the Executive
Committee with the General Secretary or his nominee as its secretary.
b)
The
Membership Committee shall be responsible for “inter alia”-
i)
Scrutinising
applications for membership with a view to ascertaining whether or not
applicants meet the relevant criteria for membership.
ii)
Educating
members on their rights and obligations.
iii)
Dealing
with disciplinary matters involving members.
iv)
Ensuring
that members meet their obligations to the Council.
v)
Ensuring
that members adhere to established Council policies.
vi)
Arbitrating
and mediating disputes or complaints from the Regional Committees. The decision
shall be final.
c)
Members
of the Membership Committee shall be presented by the General Secretary in
consultation with the current membership of the Membership Committee for
appointment by the Executive Committee.
d)
The
Membership Committee shall meet at least twice a year.
e)
Quorum
for meetings shall be one third (1/3) of the members
including the secretary.
f)
All
applications for membership shall be recommended in writing by at least two (2)
full members and the Regional Committee in the area where the applicant’s Head
Office is situated.
g)
All
applications for membership shall be made through the General Secretary (in
prescribed form) who shall refer them to the Membership Committee for action.
Categories
and Criteria:
a)
Full Members
i)
Must
have at least ten thousand (10,000) Church members registered with its
constituent Churches.
ii)
Must
have been registered and in operation in Kenya for at least five (5) years.
iii)
Must
prove that it has enjoyed fellowship with other member Churches in the area of
its operation.
iv)
Must
accept and support the vision and mission of the Council as well as the basis
of Faith as laid down in the constitution.
v)
Must
submit their constitution and give any other information as may be required by
the Council.
b)
Associate Members:
i)
Must
have not less than 500 members
ii)
Must
be locally registered by the Government of Kenya and be in operation for at
least two (2) years.
iii)
Must
give proof of the services they render to the Church and the Kenyan society.
iv)
Must
accept and support the vision and mission of the Council as well as the basis
of Faith as laid down in the constitution.
v)
Must
submit their constitution and give any other information as may be required by
the Council.
c)
Fraternal Associates
The Criteria and
conditions for membership are as contained in Article 2 (b) above.
d) i) Full members and associate members shall
have voting rights.
ii) Fraternal associates and probationary members
shall have no voting rights but will attend and be heard in relevant Council
meetings.
3.
PROCESSING PROCEDURE FOR APPLICATIONS FOR MEMBERSHIP
a)
When
any organization expresses desire to join the Council’s membership, its
representatives shall be invited to meet with the General Secretary (or Deputy
General Secretary) to discuss the matter.
The General Secretary (or Deputy General Secretary) shall thereafter
invite the said representatives to fill the application form which shall
contain a copy of the Council’s Constitution and By-Laws and a declaration to
be signed that the applicant accepts the Basis of Membership as well as the
Constitution and the By-laws.
b)
All
applications for membership shall be accompanied by a letter of confirmation
and recommendation by two Council members (hereinafter called “sponsors”) working
in the same area as the applicant as well as any other information required by
the Council.
c)
When
all the documents aforementioned are received, the General Secretary (or Deputy
General Secretary) shall refer the matter to the Membership Committee.
d)
The
Membership Committee shall conduct all relevant inquiries including
consultations with the relevant Regional Committee or County Coordinating
Committee.
e)
After
the above procedure is completed, the Membership Committee shall make its
recommendation for action by the Executive Committee.
f)
Any
member who withdraws its membership and who subsequently wishes to be
re-admitted to the Council shall be treated in the same manner as a new
prospective member.
4.
RIGHTS AND OBLIGATIONS OF MEMBERS
a)
A
full member will have the following rights:
i)
Access
to all services offered by the Council.
ii)
Representation
in organs of the Council as stipulated by the constitution or the by-laws.
iii)
Voting
rights as stipulated in the Constitution or the by-laws.
iv)
Any
other rights as established under the constitution or the by-laws.
b)
A
full member will have the following obligations:
i)
Payment
of membership and other dues as may be determined under the constitution or the
by-laws.
ii)
Participation
in Council activities.
iii)
Protecting
the integrity of the Council and its members.
iv)
Fostering
dialogue and co-operation among members.
v)
Any
other obligations as established under the constitution or the by-laws.
c)
An
Associate member will have the following rights:
i)
Access
to any services of the Council as determined by the General Assembly or its Executive
Committee.
ii)
Representation
in organs of the Council as stipulated by the constitution or the by-laws.
iii)
Protecting
the integrity of the Council and its members.
iv)
Fostering
dialogue and co-operation among members
v)
Any
other obligations as established under the constitution or the by-laws.
d) A Fraternal
Associate shall have such rights as are stipulated in the constitution or the
by-laws.
e)
A
Fraternal Associate shall have the following obligations:
i)
Payment
of any moneys as may be determined by the Executive Committee for services that
a fraternal member enjoys.
ii)
Any
other obligations as established under the constitution or the by-laws.
f)
A
probationary member shall have the following rights and obligations.
i) Payment of such fees as shall be approved by
the Executive Committee.
ii)
Such
other rights and obligations as are established under the constitution or the
by-laws
g)
Assessment
of annual subscriptions shall be based on the number of registered Church
members or such other criteria as the Executive Committee may determine from
time to time.
a)
The
Council through the Executive Committee shall establish Regions of the Council
to cover specific geographical areas within the country.
b)
Each
Region shall have a Regional Conference made up of representatives of Council
members in the Region.
c)
The
Regional Conferences shall be made up as follows:-
i)
All
the members of the Regional Committee.
ii)
The
remainder of the Officers of the County Coordinating Committee; the Vice
Chairman, Secretary, Honorary Treasurer, one representative each from the
women, youth and persons with disabilities sectors.
iii)
Representatives
from corporate members in the Region.
The level of representation shall be based on numerical strengths as
verified by the Regional Committees.
d)
Regional
Conferences and their Regions shall have no legal autonomy separate from that
of the Council.
e)
The
Regional Conference shall meet at least once every two (2) years in between General
Assemblies.
f)
The
Regional Conference shall be the supreme governing body of the Region.
g)
The
Regional conferences shall be responsible to the General Assembly.
h)
The
functions of the Regional Conference shall be :-
i)
Facilitating
prayer, study and consultation on major themes of Christian faith, life and
witness in the Region.
ii)
Providing
forum for fellowship and coordinating the activities of Council members within
the Region.
iii)
Receiving
and approving annual reports and plans from the respective Regional Committee
and taking any necessary action.
iv)
Any
other function as may be stipulated by the General Assembly or its Executive
Committee.
a)
There
shall be Regional Committees made up of not more than sixty (60) members as
provided in these By-Laws.
b)
Regional
Committees shall meet at least two (2) times a year.
c)
The
Regional Committee shall be responsible to the respective Regional Conference
and the Executive Committee and/or its sub-committees as appropriate.
d)
Regional
Officers, that is to say, Chairman, Vice Chairman, Honorary Treasurer, one
representative each from the women, youth and persons with disabilities sectors
shall be elected by the Regional Conference for a period not exceeding four (4)
executive years.
i.
The
Chairman and Vice Chairman in (d) above shall be elected from among the senior
most executive church leaders of member churches in the region.
e)
The
Chairman of the Regional Committee shall also be the Chairman of the Regional Conference.
f)
The
functions of the Regional Committee shall be as follows:-
i)
To
mobilize holistic Christian ministry and networking in the Region.
ii)
To
help member Churches to mobilize identified resources for sustainability of
their activities.
iii)
To
assess qualification for capacity building at a regional level and make
recommendations to the Programme Committee.
iv)
To
help the Churches meet the needs of their people along the vision and mission
of the Council and its objectives.
v)
To
represent and reflect relevant regional realities at the appropriate committees
in the Council.
vi)
To
mobilize for effective networking and lobbying on behalf of the member Churches
and local communities at a regional level.
vii)
To
receive and report on proceedings and decisions of the General Assembly and the
Executive Committee.
viii)
To
arbitrate and mediate disputes or complaints from the County Coordinating
Committees. The decision of the Regional Committee shall be final.
ix)
Any
other function as may be stipulated by the General Assembly or its Executive
Committee.
g)
Each
Regional Committee shall have an executive committee of its officers that is to
say; the chairman, Vice-Chairman, Honorary Treasurer and one representative
each from the women, youth and persons with disabilities sectors.
h)
The
Regional Committees shall be made up as follows:
i)
The
executive church leaders from each member church in the region. The level of
representation shall be based on the numerical strength as verified by the
Regional Committee.
ii)
Three
(3) representatives from all associate and fraternal members in the region.
iii)
The
Chairman and in his absence the vice-chairman of each County Coordinating
Committee in the region.
iv)
The
women representatives from each County Coordinating Committee.
v)
One
(1) representative each from youth and persons with disabilities sectors to
represent all the County Coordinating Committees in the region provided always
that the representatives herein shall be leaders of the respective sectors in a
member church.
vi)
Four
(4) other persons to be co-opted by the regional committee and who will bring
specialist knowledge and experience for the Council’s work provided always that
the persons so appointed shall be in good standing with a member church.
i)
The
Regional Committees may in consultation with the Council’s Regional Office fill
any vacancy arising in the membership or officer(s) as a result of death,
resignation or any other valid reason.
ii) Provided that (i) (i) above shall be
done, where appropriate, in consultation with the concerned Member Church,
Associate Member, Fraternal Associate or County Coordinating Committee as the
case may be.
iii) A member of the Committee or Officer appointed
in (i) (i) above shall serve until the next elections.
7.
COUNTY CO-ORDINATING COMMITTEES
a)
Regional
Committees shall establish County Coordinating Committees to facilitate their
work at the County level.
b)
The
County Coordinating Committees shall be responsible to their respective
Regional Committees.
c)
The
County Coordinating Committees shall also serve as a forum for fellowship and
networking among members in the County.
d)
The
County Coordinating Committees shall be made up as follows:-
i)
The
executive church leaders from each member church in the County. The level of
representation shall be based on the numerical strength as verified by the County
Coordinating Committee.
ii)
One
representative from each associate member in the County.
iii)
One
representative from each fraternal associate in the County.
iv)
One
representative from the laity, youth, women and persons with disabilities
sectors from each member church in the County provided always that the
representatives herein shall be leaders of the respective sectors in their
churches.
e)
i) Each County Coordinating Committee shall
elect a Chairman, Vice Chairman, Secretary, Honorary Treasurer, one
representative each from the women, youth and persons with disabilities sectors
to hold office for a period not exceeding six (6) consecutive years;
1. The Chairman and Vice-Chairman in (i) above
shall be elected from among the senior most executive church leaders of member
churches in the County.
ii) County Coordinating Committee Officer’s term
of office shall run concurrently with those of Regional Officers. For the
avoidance of doubt, elections for County Coordinating Committee shall be held
as part of the process of the composition of the regional structures.
f)
i) The County
Coordinating Committee in consultation with the Council’s Regional Office may
fill any vacancy arising in the membership or officer(s)as a result of death,
resignation or any other valid reason
ii) Provided that (f) (i) above shall be done,
where appropriate, in consultation with the concerned Member Church, Associate
Member or Fraternal Associate as the case may be.
iii) A member of the County Coordinating Committee
or Officer appointed in (f) (i) above shall serve until the next elections.
g)
i) Each County Coordinating Committee shall
have an Executive Committee composed of its officers that is to say; the Chairman,
Vice-Chairman, Secretary, Honorary Treasurer, one representative each from the
women, youth and persons with disabilities sectors.
ii) The
County Executive Committee shall be responsible to the respective County
Coordinating Committee.
iii) The
functions of the County Executive Committee shall be to: -
1.
Oversee
programme, finance and relational matters of the Council at the County.
2.
Perform
any other function as may be stipulated by the General Assembly or its
Executive Committee.
All
decisions of Regional Conferences, Regional Committees and/or County
Coordinating Committees shall be consistent with the decisions by the Council’s
national governing organs as well as the Council’s corporate vision, mission
and values.
9.
QUORUM FOR COUNCIL COMMITTEES AND MEETINGS
a)
Unless
otherwise specifically provided, quorum for all Council Committees and meetings
shall be one third (1/3) of the members.
b)
If
within one hour from the time appointed for any Council meeting a quorum is not
present, the meeting shall stand adjourned for a period of not more than two
(2) months and if at such adjourned meeting a quorum is not present within one
hour from the time appointed for the meeting, the members present shall be a
quorum.
The Council
may convene extra ordinary meetings of any and all its committees and meetings
as and when the need arises. Proceedings
and procedures at extra ordinary meetings shall be those obtaining at ordinary
meetings.
11.
ATTENDANCE AT COUNCIL MEETINGS
Members
of committees, who fail to attend three (3) consecutive meetings without good
cause, shall be considered to have resigned.
12.
REPRESENTATION IN COUNCIL COMMITTEES AND MEETINGS
a)
Representation
of corporate members in the General Assembly and the Executive Committee shall
take into account ecumenical, regional, youth, gender and disability considerations
as well as numerical strength of the members.
b)
Representation
of corporate members in other Council Committees shall take into account
ecumenical, regional, youth, gender and disability considerations.
c)
In
determining the number of membership of Council meetings under this regulation,
the General Assembly or its Executive Committee shall set and review the
appropriate number from time to time.
d)
Any
individual member of the Council’s committees and/or meetings who resigns or is
lawfully removed by or from his nominating Church/Organization shall
automatically lose his right to sit in those committees and/or meetings.
e)
Except
where otherwise expressly provided membership of Council committees and
meetings shall be reviewed every four (4) years.
The
official languages shall be English and Kiswahili but where necessary
discussion may be carried on by interpretation.
Minutes shall be kept in English.
Except
where otherwise expressly provided, decisions at Council meetings shall be by a
simple majority.
Any
changes in the administrative and programmatic structure of the Council shall
be sanctioned by the General Assembly or its Executive Committee.
16.
NOTICE OF MOTION FOR THE GENERAL ASSEMBLY OR EXECUTIVE
COMMITTEE
a)
Members
of the General Assembly and/or Executive Committee shall endeavour to place
notices of motion and copies of resolutions in the hand of the General
Secretary not less than sixty (60) days before the meeting for circulation with
the agenda.
b)
Nothing
herein contained shall however prevent matters of general importance and
urgency from being raised and discussed at the General Assembly or Executive
Committee subject to such matters being considered and approved by the
Chairman, vice-Chairman, Honorary Treasurer and General Secretary.
17. APPOINTMENT OF
GENERAL SECRETARY AND/OR DEPUTY GENERAL SECRETARY
a)
When
a vacancy occurs in the office of the General Secretary or Deputy General
Secretary the General Assembly or its Executive Committee shall within
reasonable time appoint a Search Committee of not less than seven (7) and not
more than fifteen (15) from among its members to advertise for the vacant post,
receive applications and nominations as well as conduct relevant inquiries and
interviews.
b)
No
person shall be appointed General Secretary or Deputy General Secretary unless
he is in good standing with their member Church and is nominated by his member Church
and one other full and paid up member of the Council.
c)
The
Search Committee shall present its findings and decisions to a meeting of the
General Assembly or its Executive Committee who may ratify or reject the
decision.
d)
If
the decision of the Search Committee is ratified by the General Assembly or its
Executive Committee the person so presented shall be appointed General
Secretary or Deputy General Secretary.
Should the General Assembly or its Executive Committee reject the
decision of the Search Committee, another Search Committee shall be appointed
to repeat the process. Once the vacancy
is filled, the Search Committee shall become functus officio.
18. FUNDING
AND OTHER FINANCAIL MATTERS:
a)
The
Council shall raise the funds required to maintain and further its activities
from the members in the first instance.
b)
All
members shall be assessed individually for annual subscriptions and other dues
to the Council.
c)
Assessment
of annual subscriptions and other dues shall be based on the number of members
a Council member has.
d)
Representatives
of corporate members who are in arrears in annual subscriptions and/or other
dues shall not be entitled to vote at Council meetings.
e)
The
Council shall raise moneys for its activities from any other lawful source
which is approved by the Executive Committee or its Finance and Administration
Committee.
19. SUBSIDIARIES
AND AFFILIATES OF THE COUNCIL:
a)
The Council shall be vested with the power to
establish Subsidiaries as may be required for
the execution of its functions. The establishment of the Subsidiaries
shall be sanctioned by the General Assembly or the Executive Committee which
are empowered to confer corporate status to the subsidiary.
b)
The Council Subsidiary shall be established to
provide services, carry out activities or perform any other functions that are
in line with the Council’s overall mandate. In addition, the subsidiary shall
be established to manage or administer property or facilities on behalf of the
council or to pursue certain interests or objectives that form part of the
overall mandate and mission of the Council.
c)
The creation or establishment of the Council
Subsidiary shall not derogate from the power of the Council to act in any
matter that it deems fit.
d)
The instruments that establish a Council
Subsidiary shall clearly state;
e)
i)
The purpose for which the subsidiary is established;
ii)
The constitution of the board of management as the subsidiary’s
governing body;
iii)
The procedure by which board members will submit reports to the
Council.
iv)
The powers, functions and duties of the subsidiary; - There shall be
appropriate representation of Council management in the subsidiary’s governing
body
v)
Staffing issues, including whether the subsidiary may employ staff and,
if so, the process by which conditions of employment will be determined;
vi)
Whether the subsidiary is intended to be partially or fully self-funding, and other
relevant arrangements relating to costs and funding;
vii) Any
special accounting, internal auditing or financial systems or practices to be
established or observed by the subsidiary;
viii) The manner
in which acquisition or disposal of assets shall be carried out by the
subsidiary;
ix)
The manner in which surplus revenue shall be supplied by the
subsidiary;
x)
The nature and scope of any investment which may be undertaken by the
subsidiary;
xi)
The manner in which the property of the subsidiary is to be distributed
in the event of a winding up; and
xii) The extent
to which the Council is to be responsible for the liabilities of the subsidiary
in the event of its insolvency.
xiii) The
accountability and reporting mechanisms to the Council
f)
All Subsidiaries of the Council shall be
required to present an annual report to the Executive Committee on its
operations, financial position and other relevant issues.
Recognising that the
way in which Christians relate to one another in the Council and the way in
which Christian work is done is itself a confirmation or denial of the Gospel,
the Council commits itself to the following Code of Conduct:
a)
In
undertaking any assignment care will be taken to understand precisely what is
asked of us, to whom and for whom one is responsible and how to relate to others
within the total calling and work in the Council. Romans 12:3-5.
b)
Where
commendation is merited, this will be expressed to the persons concerned.
Hebrews 10:24
c)
The
Council will abide by majority decisions and seek to implement them with
loyalty and enthusiasm, recognising that God’s sovereignty embraces all
decisions. Philippians 1:27
d)
If
any matter merits criticism, it will be expressed in a positive and humble way
to the person concerned, and only to others if this is necessary and of benefit
to the person or the Council. Matthew
18:15-17
e)
Valuing
truth and love more than others’ opinions of us, the Council commits itself not
to repeat anything known or heard without asking.
i)
Will
it advance the Council’s life and witness?
ii)
Will
it enslave or will it build? 1Corinthians 6:12
iii)
Is
it a characteristic of the world or of the Gospel of the Kingdom? 1John 2:15-17
f) The Council will interpret loyalty to mean
that it will always, in thought and speech, interpret any action in its most
favourable light. I Corinthians 13:4 -7.
