NCCK Constitution and By Laws
May 24, 2020
CONSTITUTION AND BY-LAWS
AMMENDED IN AUGUST 2015
Constitution and By-Laws of the National Council of Churches of Kenya
© National Council of Churches of Kenya, 2015
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:
1. IDENTITY
The National Council of Churches of Kenya is a family of Christian communions and organizations in fellowship and witness.
2. NAME
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).
3. VISION
One Church; United in Faith and Mission Witnessing to Jesus Christ and Transforming Lives.
4. MISSION
To transform lives through ecumenism, capacity building, advocacy and service delivery.
5. VALUES
In pursuing its Christian calling, the Council shall uphold:
I. Integrity through accountability and transparency;
II. Stewardship through sound resource management;
III. Professionalism through competence and efficiency;
IV. Partnership by collaborating with others;
V. Servanthood through fair and humble service.
6. OBJECTIVES
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.
7. FUNCTIONS
I. To bring together representatives of the Council’s membership and other interested parties for prayer, periodical consultations and reflection on matters spiritual and social.
II. To promote consultations and study by the membership and other relevant bodies in matters of unity and mission of the Church.
III. To establish mechanisms and systems that will strengthen the capacities of Council members to promote their spiritual and institutional growth, health and relevance.
IV. 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.
V. To provide a link between the membership, the people, the government of Kenya and other bodies outside Kenya in matters of common concern.
VI. To facilitate the breaking of barriers between the people of Kenya and nurture one human family living in peace and justice.
VII. To exercise a counseling, mediation and reconciling role within and between corporate members, fellowships and/or other groups in society.
VIII. 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.
IX. To practice such sound internal governance and relationships with third parties as are consistent with Christian principles.
X. 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
a) The actions and pronouncements of the Council shall not commit any member to any policy or action or responsibility without the member’s consent.
b) Notwithstanding sub-paragraph 8(b) (i), no member shall be absolved from its obligations to the Council.
9. MEMBERSHIP
I. 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:
a) 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.
b) 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.
c) 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.
d) The Athanasian Creed as giving a true exposition of the Trinitarian faith.
e) The confessions of the reformation as valuable for interpreting the teaching of the scripture.
II. MEMBERSHIP COMMITTEE
There shall be a Membership Committee constituted as set out in the by-laws.
III. CLASSES OF MEMBERSHIP
Membership of corporate bodies may be in one of the following classes:
a) Full Membership
Open to all Churches duly constituted in Kenya.
b) 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.
c) 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.
d) 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.
IV. DISCIPLINE OF MEMBERS
a) 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.
b) 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.
c) The Membership Committee shall afford a member who faces disciplinary action the right to be heard.
d) 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
e) The Executive Committee shall have power to confirm, refer or reject any recommendation by the Membership Committee.
f) 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
g) Appeals from decisions of the Executive Committee shall lie with the General Assembly whose decision shall be final.
10. GOVERNANCE
I. OFFICERS OF THE COUNCIL:
a) CHAIRMAN AND VICE CHAIRMAN
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.
b) HONARARY TREASURER
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.
c) GENERAL SECRETARY AND DEPUTY GENERAL SECRETARY
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.
iii. 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.
iv. 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.
v. 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.
vi. The Deputy General Secretary(ies) shall deputize for the General Secretary whenever he is away from duty.
vii. The Deputy General Secretary(ies) shall undertake those duties delegated to him by the General Secretary.
viii. 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.
ix. 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.
x. The said sub-committee(s) may co-opt from among the Trustees of the Council as necessary.
xi. 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.
II. 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.
III. THE EXECUTIVE COMMITTEE
a) There shall be an Executive Committee constituted as follows:-
i) GROUP A
1) The Chairman, Vice-Chairman, Honorary Treasurer, General Secretary and Deputy General Secretary (ies) of the Council.
2) 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.
3) Chairmen of the Sub-Committees of the Executive Committee
GROUP B
(1) The Heads of all full and paid up members and other representatives as set out in the by-laws.
(2) Representatives of the associate members as set out in the by-laws.
GROUP C
(1) 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.
(2) Group C members shall hold office for three (3) years and shall be eligible for re-appointment only once.
b) 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.
c) The functions of the Executive Committee shall be the following:-
i) Receiving and acting as necessary on annual reports as well as reports and recommendations from its sub-committees and other duly constituted committees.
ii) Receiving and accepting the audited accounts.
iii) Appointing auditors
iv) Establishing special committees and their terms of reference.
v) Undertaking any business that members of the Council in session may deem necessary.
vi) Undertaking the general executive function in between General Assembly meetings.
vii) Dealing with all disciplinary matters relating to Officers of the Council.
d) 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
I. THE FINANCE AND ADMINISTRATION COMMITTEE
a) 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.
b) 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.
c) 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.
d) The functions of the Finance and Administration Committee shall be:-
i) To supervise the management of the financial affairs of the Council.
ii) To ensure responsible stewardship of Council resources and assets.
iii) To consider and present to the Executive Committee approved members’ annual subscriptions for the next year before 31st December of the previous year.
iv) 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.
v) To receive and consider Council’s annual accounts before presentation by the Honorary Treasurer to the General Assembly and/or Executive Committee.
vi) To receive and where appropriate approve financial recommendations from other sub-committees of the Executive Committee.
vii) To authorize the acquisition and disposal of Council’s moveable assets.
viii) To set broad Personnel Policy guidelines, scrutinize and approve new policies or review existing ones in addition to actively participating in the administrative process.
ix) To periodically review the remuneration policy and decide on salary and benefits package for management staff.
x) To approve appointment of senior members of staff.
xi) To ensure that no appointments are made without approved budgets thereof.
xii) To deliberate on disciplinary matters involving senior members of staff, excluding the General Secretary and the Deputy General Secretary, and take appropriate action.
xiii) To receive reports and advise on staff welfare matters.
xiv) To review the classification of jobs and associated salary structure and where appropriate to authorize changes in the classification.
xv) To receive and advise on reports on the status of industrial relations.
xvi) To receive reports on staff development and advise as necessary.
xvii) To receive reports on administrative support services and advise as necessary.
xviii) To undertake such other functions of a general or specific nature as the General Assembly or the Executive Committee may direct.
e) 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.
f) The Finance and Administration Committee shall nominate from among its members a Chairman for appointment by the Executive Committee for a period not exceeding three (3) years renewable once.
g) The Finance and Administration Committee shall meet at least four (4) times a year.
h) One third (1/3) of the members including the General Secretary or in his absence the Deputy General Secretary shall form a quorum.
i) The General Secretary or in his absence the Deputy General Secretary shall be the Secretary to the Finance and Administration Committee.
II. THE PROGRAMME COMMITTEE
a) 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.
b) The Programme Committee may constitute standing committees and/or taskforces to carry out specific assignments.
c) Any committee and/or taskforce created under (ii) above shall be responsible to the Programme Committee.
d) The functions of the Programme Committee shall be to:-
i) Formulate overall programme policy and give advice on programme matters.
ii) Approve plans for programme activities at corporate level so as to meet Council objectives.
iii) Receive and approve regular reports on all programme activities including those from the Regions.
iv) Commission programme research and evaluation as and when necessary.
v) Recommend programme budgets to the Finance and Administration Committee.
vi) Monitor programme activities and expenditure.
vii) Establish priorities for partners’ fora and receive reports from them.
viii) Submit regular reports on all programme matters to the Executive Committee.
e) 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.
f) The General Secretary and the Deputy General Secretary shall be members of the Programme Committee.
g) The Programmes Director shall be an ex-officio member of the Programme Committee.
h) The Programme Committee shall nominate a Chairman from among its members for appointment by the Executive Committee for a period not exceeding three (3) years renewable once.
i) One third (1/3) of the members including the General Secretary or in his absence the Deputy General Secretary shall form a quorum.
j) The General Secretary or in his absence the Deputy General Secretary shall be the Secretary to the Programme Committee.
k) 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.
13. TRUSTEES
I. 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).
II. 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.
III. Trustees shall be ex-officio members of the General Assembly and the Executive Committee.
IV. 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.
V. Trustees shall hold office for six (6) years but shall be eligible for re-appointment only once provided that retirement shall be rotational.
VI. 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.
VII. The trustees of the Council are empowered to hold property belonging to any Region.
VIII. 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.
14. PATRONS
I. 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.
II. 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.
15. 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.
16. REGULATIONS AND BY-LAWS
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.
17. AMENDMENTS TO THE CONSTITUTION
I. 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.
II. 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.
18. DISSOLUTION:
I. 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.
II. 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.
BY-LAWS
PREAMBLE
These amended by-laws which will be styled the National Council of Churches of Kenya By-Laws (2015) have been approved by the General Assembly in accordance with Article 16 of the Constitution.
1. MEMBERSHIP COMMITTEE
I. 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.
II. The Membership Committee shall be responsible for “inter alia”-
a) Scrutinising applications for membership with a view to ascertaining whether or not applicants meet the relevant criteria for membership.
b) Educating members on their rights and obligations.
c) Dealing with disciplinary matters involving members.
d) Ensuring that members meet their obligations to the Council.
e) Ensuring that members adhere to established Council policies.
f) Arbitrating and mediating disputes or complaints from the Regional Committees. The decision shall be final.
III. 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.
IV. The Membership Committee shall meet at least twice a year.
V. Quorum for meetings shall be one third (1/3) of the members including the secretary.
VI. 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.
VII. All applications for membership shall be made through the General Secretary (in prescribed form) who shall refer them to the Membership Committee for action.
2. APPLICATION FOR MEMBERSHIP
Categories and Criteria:
I. Full Members
a) Must have at least ten thousand (10,000) Church members registered with its constituent Churches.
b) Must have been registered and in operation in Kenya for at least five (5) years.
c) Must prove that it has enjoyed fellowship with other member Churches in the area of its operation.
d) Must accept and support the vision and mission of the Council as well as the basis of Faith as laid down in the constitution.
e) Must submit their constitution and give any other information as may be required by the Council.
II. Associate Members:
a) Must have not less than 500 members
b) Must be locally registered by the Government of Kenya and be in operation for at least two (2) years.
c) Must give proof of the services they render to the Church and the Kenyan society.
d) Must accept and support the vision and mission of the Council as well as the basis of Faith as laid down in the constitution.
e) Must submit their constitution and give any other information as may be required by the Council.
III. Fraternal Associates
The Criteria and conditions for membership are as contained in Article 2 (II) above.
IV. Full members and associate members shall have voting rights.
V. 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
I. When any organization expresses desire to join or change 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.
II. 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.
III. When all the documents aforementioned are received, the General Secretary (or Deputy General Secretary) shall refer the matter to the Membership Committee.
IV. The Membership Committee shall conduct all relevant inquiries including consultations with the relevant Regional Committee or County Coordinating Committee.
V. After the above procedure is completed, the Membership Committee shall make its recommendation for action by the Executive Committee.
VI. 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
I. A full member will have the following rights:
a) Access to all services offered by the Council.
b) Representation in organs of the Council as stipulated by the constitution or the by-laws.
c) Voting rights as stipulated in the Constitution or the by-laws.
d) Any other rights as established under the constitution or the by-laws.
II. A full member will have the following obligations:
a) Payment of membership and other dues as may be determined under the constitution or the by-laws.
b) Participation in Council activities.
c) Protecting the integrity of the Council and its members.
d) Fostering dialogue and co-operation among members.
e) Any other obligations as established under the constitution or the by-laws.
III. An Associate member will have the following rights and obligations:
a) Access to any services of the Council as determined by the General Assembly or its Executive Committee.
b) Representation in organs of the Council as stipulated by the constitution or the by-laws.
c) Protecting the integrity of the Council and its members.
d) Fostering dialogue and co-operation among members
e) Voting rights as stipulated in the Constitution or the By-Laws.
f) Participation in Council activities.
g) Payment of membership and other dues as may be determined under the Constitution or By-Laws
h) Any other rights and 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.
V. A Fraternal Associate shall have the following obligations:
a) Payment of any moneys as may be determined by the Executive Committee for services that a fraternal member enjoys.
b) Any other obligations as established under the constitution or the by-laws.
VI. A probationary member shall have the following rights and obligations.
a) Payment of such fees as shall be approved by the Executive Committee.
b) Such other rights and obligations as are established under the constitution or the by-laws
VII) 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.
5. REGIONAL CONFERENCES
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.
6. REGIONAL COMMITTEES
I. There shall be Regional Committees made up of not more than sixty (60) members as provided in these By-Laws.
II. Regional Committees shall meet at least two (2) times a year.
III. The Regional Committee shall be responsible to the respective Regional Conference and the Executive Committee and/or its sub-committees as appropriate.
IV. 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 term of (3) years renewable once.
V. The Chairman and Vice Chairman in (IV) above shall be elected from among the senior most executive church leaders of member churches in the region.
VI. The Chairman of the Regional Committee shall also be the Chairman of the Regional Conference.
VII. The functions of the Regional Committee shall be as follows:-
a) To mobilize holistic Christian ministry and networking in the Region.
b) To help member Churches to mobilize identified resources for sustainability of their activities.
c) To assess qualification for capacity building at a regional level and make recommendations to the Programme Committee.
d) To help the Churches meet the needs of their people along the vision and mission of the Council and its objectives.
e) To represent and reflect relevant regional realities at the appropriate committees in the Council.
f) To mobilize for effective networking and lobbying on behalf of the member Churches and local communities at a regional level.
g) To receive and report on proceedings and decisions of the General Assembly and the Executive Committee.
h) To arbitrate and mediate disputes or complaints from the County Coordinating Committees. The decision of the Regional Committee shall be final.
i) Any other function as may be stipulated by the General Assembly or its Executive Committee.
VIII. 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.
IX. The Regional Committees shall be made up as follows:
a) 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.
b) Three (3) representatives from all associate and fraternal members in the region.
c) The Chairman, Vice Chairman and Honorary Treasurer from each of the counties in the region.
d) One representative each from Women, Youth and Persons With Disabilities sectors from each of the County Coordinating Committees in the region provided always that the representatives herein shall be leaders of respective sectors in a member church.
e) 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.
X. 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.
a) Provided that (X) 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.
b) A member of the Committee or Officer appointed in (X) above shall serve until the next elections.
XI. The Regional Committee may constitute Special Committees and/or Taskforces to carry out specific assignments relevant to the region. Such Special Committees / Taskforces shall be responsible to the Regional Committee.
7. COUNTY CO-ORDINATING COMMITTEES
I. Regional Committees shall establish County Coordinating Committees to facilitate their work at the County level.
II. The County Coordinating Committees shall be responsible to their respective Regional Committees.
III. The County Coordinating Committees shall also serve as a forum for fellowship and networking among members in the County.
IV. 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.
V. a) 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 of three (3) years renewable once.
b) The Chairman and Vice-Chairman in (V) (a) above shall be elected from among the senior most executive church leaders of member churches in the County.
c) 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.
VI. a)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
b) Provided that (VI) (a) above shall be done, where appropriate, in consultation with the concerned Member Church, Associate Member or Fraternal Associate as the case may be.
c) A member of the County Coordinating Committee or Officer appointed in (VI) (a) above shall serve until the next elections.
VII. a) 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.
b) The County Executive Committee shall be responsible to the respective County Coordinating Committee.
c) The functions of the County Executive Committee shall be to: –
i) Oversee programme, finance and relational matters of the Council at the County.
ii) Perform any other function as may be stipulated by the General Assembly or its Executive Committee.
8. REGIONAL DECISIONS
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
I. Unless otherwise specifically provided, quorum for all Council Committees and meetings shall be one third (1/3) of the members.
II. 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.
10. EXTRA ORDINARY MEETINGS
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
I. 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.
II. Representation of corporate members in other Council Committees shall take into account ecumenical, regional, youth, gender and disability considerations.
III. 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.
IV. 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.
V. Except where otherwise expressly provided membership of Council committees, Boards and meetings shall be reviewed every three (3) years.
13. LANGUAGE OF THE COUNCIL
The official languages shall be English and Kiswahili but where necessary discussion may be carried on by interpretation. Minutes shall be kept in English.
14. RESOLUTIONS
Except where otherwise expressly provided, decisions at Council meetings shall be by a simple majority.
15. STRUCTURE
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
I. 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.
II. 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
I. 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.
II. 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.
III. 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.
IV. 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:
I. The Council shall raise the funds required to maintain and further its activities from the members in the first instance.
II. All members shall be assessed individually for annual subscriptions and other dues to the Council.
III. Assessment of annual subscriptions and other dues shall be based on the number of members a Council member has.
IV. Representatives of corporate members who are in arrears in annual subscriptions and/or other dues shall not be entitled to vote at Council meetings.
V. 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:
I. 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.
II. 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.
III. 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.
IV. The instruments that establish a Council Subsidiary shall clearly state;
a) The purpose for which the subsidiary is established;
b) The constitution of the board of management as the subsidiary’s governing body;
c) The procedure by which board members will submit reports to the Council.
d) The powers, functions and duties of the subsidiary; – There shall be appropriate representation of Council management in the subsidiary’s governing body
e) Staffing issues, including whether the subsidiary may employ staff and, if so, the process by which conditions of employment will be determined;
f) Whether the subsidiary is intended to be partially or fully self-funding, and other relevant arrangements relating to costs and funding;
g) Any special accounting, internal auditing or financial systems or practices to be established or observed by the subsidiary;
h) The manner in which acquisition or disposal of assets shall be carried out by the subsidiary;
i) The manner in which surplus revenue shall be supplied by the subsidiary;
j) The nature and scope of any investment which may be undertaken by the subsidiary;
k) The manner in which the property of the subsidiary is to be distributed in the event of a winding up; and
l) The extent to which the Council is to be responsible for the liabilities of the subsidiary in the event of its insolvency.
m) The accountability and reporting mechanisms to the Council
V. 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.
APPENDIX
CODE OF CONDUCT
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.