ARTICLES of CONSTITUTION (1960)

Revised 2020

1. NAME

The Name of the Club is “The Mountain Club of Kenya”.

2. OBJECTS

The objects of the Club are to encourage mountaineering, particularly in Kenya and to do all things properly incidental and conducive thereto, including:

(a) The encouragement of climbing, exploration of mountains and rock faces, the recording of climbs, the practise
and development of the soundest techniques and equipment and the preservation of its mountain amenities;

(b) Supporting and advocating for conservation in areas used for mountaineering and rock climbing activities and maintaining access to those areas for these activities.

(d) Collecting, publishing and disseminating information about mountaineering and providing facilities for social
interaction among Members;

(e) The acquisition, possession, use and disposal of property as beneficial owner.

3. MEMBERSHIP

(a) Classes. The Club consists of Honorary Life, Life, Ordinary, Temporary, Corporate, Student / Junior, Overseas, Family and Reciprocating members.

(b) Election.
The Committee may elect:
(i) Unanimously to Honorary Life Membership: persons who rendered services of exceptional value to the Club or to mountaineering in Kenya. Honorary Life Members have full privileges of Membership and are exempt from the payment of all future dues;

(ii) to Life Membership: any Ordinary Member so applying on the one-time payment, in advance, of 25 years of annual Subscription at the rate prevailing at the time of application. Life Members are exempt from the payment of further Subscription;

(iii) to Ordinary Membership: any person so applying of or over the age of eighteen years;

(iv) to Family Membership: any household so applying, where the applying family member is of or over the age of eighteen years. Each family membership will have only one vote per family membership;

(v) to Temporary Membership: any person so applying and being eligible for Ordinary Membership, on such terms as the Committee sees fit. Temporary Members have no right to vote or be part of the Committee and the Committee may terminate Membership at any time by notice in writing;

(vi) to Corporate Membership: such bodies and organisations as are elected by the Committee. TheCommittee may set the terms of such Membership including provision for the responsibility of theMember in charge of such body or organisation. A corporate member (as a corporate body) does not have the right to vote and cannot be a member of the Committee.

(vii) to Reciprocal Membership: any member of a club with which a reciprocity agreement is in force can use the Club’s facilities in accordance with the reciprocity agreement. Reciprocating Members have no right to vote and Membership ceases automatically on termination of the reciprocity agreement;

(viii) to Junior Membership: any person so applying who is between the ages of fourteen and eighteen years and who has produced the written consent to such Membership from either their parent or legal guardian on the requisite form. Any Annual Subscription paid by a Member of this class shall be deductible from the Entrance Fee on transfer to Ordinary Membership. Junior Members have no right to vote or be part of the Committee and the Committee may terminate Membership at any time in writing;

(ix) to Student Membership: any person while a bona fide East African Student will be required to pay only half the annual Subscription and may, at the discretion of the Committee, pay the Entrance Fee by instalments. Student refers to any East African Citizen over the age of 18 enrolled in a learning institution;

(x) to Overseas Membership: any individual who does not reside in Kenya. Overseas members have no voting rights.

(c) Application

(i) Application shall be made on the prescribed form approved by the Committee.;

(ii) The Application for Membership shall be accompanied by a deposit equal to the appropriate Entrance Fee and the current Subscription, which shall be refunded if the application is rejected;

(iii) Should there be any substantial omission or inaccuracy in the particulars relating to the description of the candidate, the Committee may annul the application;

(iv) The Committee shall reject any application for Membership on two written or minuted adverse votes.

(v) No person whose Application for Membership has been rejected may be introduced as a guest at any Club function or use facilities provided by the Club for a period of two years from the rejection, nor may the Committee consider further Application from that person in that period.

(d) Resignation

Resignation from the Club takes effect when a Member discontinues/fails to pay their Subscription fee within one month from the due date as stated in Article 5(b)

(e) Re-application

Any Member who has left the Club, other than under Articles 3(f), may join again without liability to pay Entrance Fee..

(f) Expulsion

(i) Where, in the case of any Member, the Committee considers and, having given opportunity for the Member to appear before it and answer the complaint, resolves, by a majority of two-thirds of those present, that a Member’s conduct is incompatible with the club’s goals (art 2) and policies, it shall expel the Member;

(ii) The Member may appeal against this expulsion to a General Meeting, which may annul the Committee’s decision by a resolution passed by a majority of two-thirds of those present.

4. RECIPROCITY

The Committee may negotiate arrangements for reciprocity with other clubs, provided that the arrangement must include provision for determination at any time.

5. ENTRANCE FEE AND SUBSCRIPTION

(a) The Entrance Fee and Subscription are such sums as the Club from time to time resolves in a General Meeting and the Club may provide for different rates of Entrance Fee and Subscription as between different classes of Members or as between Members resident in different localities.

(b) The Annual Subscription is due shall be due on the 1st January each year.

6. MEMBERS MEETINGS

(a) The Annual General Meeting shall be held during the month of March or as soon as possible thereafter and not less than thirty days written notice thereof shall be given to each and every Member.

(b) Special General Meetings may be called at any time by the Committee and shall be called by the Honorary Secretary upon the request in writing of not less than 15 Members . Members shall be given not less than fourteen days of notice of the time and place of the Meeting together with an agenda and the text of any resolutions to be proposed.

(c) At any General Meeting, except as provided in Article 8(c), every Honorary Life, Life, paid-up Ordinary Member and Family Member present in person shall have one vote on each and every resolution. Every such Member resident 25KM outside Nairobi not being present in person at a General Meeting, shall have one vote on each and every resolution, provided that no such vote is admissible unless made by post or e-mail and received by the Honorary Secretary or a proxy is nominated by the Member one day before the time scheduled for the Meeting.

(d) In the event of there being no quorum at any General Meeting, the Meeting shall stand adjourned for one week at the same time and place written notice thereof shall be given to each and every Member.

(e) Corporate, Student, Junior, Overseas and Temporary and Reciprocating Members are deemed not to be Members for the purpose of General Meetings and for the election of the Committee.

7. QUORUM

Unless specifically mentioned otherwise in this constitution, the number of Members required for a quorum is:

(a) At a Committee Meeting, not less than 50% of the Committee Members;

(b) At a Sub-Committee Meeting, not less than 50% of the Sub-Committee Members;

(d) At a Special General Meeting, not less than 25% of the membership;

(e) At a Meeting adjourned under Article 6(e), not less than fifteen members or 10% of the membership.

8. RESOLUTIONS

a) Unless specified otherwise in this constitution, at a committee meeting, not less than 50% of the votes, of the members attending, should be in favour of any resolution for it to pass.

b) A resolution in writing (including email or electronic messaging sent to the rest of the committee), voted in favour by not less than 50% of the members of the committee shall be valid and effectual as if it had been passed at a meeting duly called and constituted.

c) Unless, otherwise specified, at a General meeting a resolution shall be passed by not less than 51% of the members attending and eligible to vote at the meeting.

9. CHAIRMAN

(a) At Committee Meetings the Chair shall be taken by the Chairman or in his absence the Vice-Chairman.

(b) In the absence of both of the Chairman and Vice-Chairman the Meeting shall elect a temporary Chairperson.

(d) No one may hold the office of Chairman for more than three years in succession.

10. ELECTED OFFICERS

The Officers of the Club are the Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer, who shall be elected at each Annual General Meeting.

11. COMMITTEE

(a) The Committee shall be elected at the Annual General Meeting and shall hold office until the next Annual General Meeting.

(b) The Committee may nominate candidates for Officers and Committee positions. In addition, any two Members may nominate candidates whose consent has been previously obtained.

(c) During the Annual General Meeting, the membership shall elect a Committee consisting of at a minimum the four Officers, and up to six other Members. The elected Committee may choose to co-opt further Members during their mandate if needed, provided that the maximum number of the Committee does not exceed 15 members.

(d) If any Committee Member, with the exception of the, Chairman or Vice-Chairman, is absent from three consecutive Committee Meetings, without permission and without reasonable cause, the Committee may, after having given him the opportunity to be heard, resolve his seat forfeit.

(e) Officers and Committee Members may resign at any time by giving written notice to the Committee.

(f) The Committee may fill casual vacancies amongst the Officers and Committee Members provided such casual vacancies are communicated to the general membership at least 30 days before such vacancies are filled.

12. CLUB MANAGEMENT

a. The management of the Club is vested in the Committee.

b. Committee meetings will be held on the dates from time to time fixed by the Committee providing the committee meets at least once every two months, and no less than 7 times in the year

i. The Honorary Secretary will share agendas for committee meetings and produce minutes. Agendas and minutes will be shared with Trustees.

c. The committee may;

(a) Appoint Sub-Committee/s and delegate such powers as it thinks fit;

(b) Receive, invest without restriction and expend the Club’s funds and borrow or raise money by the issue of debentures, bonds, mortgages, charges, chattels, mortgages or any other securities founded or based upon all or any of the property and rights of the Club, or without any security, and upon such terms as it thinks fit, subject to article 13 and 12c.(b)a. below;

a. Any Land & Buildings sales or purchases should be approved by a vote at a General Meeting.

(c) Make rules for the control and maintenance of the Club’s assets and any Club activities, and any such rules may provide penalties for the breach thereof;

(d) Do anything which the Club is authorised to do and which is not specifically reserved to the Club in General Meeting or otherwise determined in this constitution.

13. TRUSTEES

(a) At any time, there shall be three Trustees of the Club, elected by the Membership in General Meeting and will remain for the tenure specified in Section (i).

(b) The title of the Trustees shall be “The Mountain Club of Kenya Registered Trustees” and as such they shall be registered under the land (Perpetual Succession) Ordinance Chapter 163.

(d) All property of the Club is vested in the Trustees who hold it in trust for the Club

(e) The trustees shall have the following role:

a. Oversight over the use of funds

i. Within a month of its appointment, the new committee will propose an annual budget to the trustees. The Trustees will review and consent to the proposed budget. Consent should not be unreasonably withheld and a reply should be provided to the committee in writing within 21 days of receiving the proposed annual budget. In the case of no approval from the Trustees, the standing budget from the previous year will be applied to the current year.

ii. For expenses above Ksh 100,000 that have not been specifically planned in the budget, an approval of the trustees is needed to proceed.

b. Oversight regarding key decisions (on sale and management) pertaining to fixed assets (including Land & Buildings, the MCK Hut on Mt Kenya, the MCK Library, and Rare memorabilia or any other investment assets).

i. The Trustees will have the right to veto committee decisions on these matters (within reasonable grounds)

ii. In case the committee disagrees with a Trustee decision, they can appeal against it by calling a Special General Meeting within three months of being notified of the Trustee decision. The General Meeting must have not less than 25% quorum with not less than 75% of those attending voting to overturn the decision.

c. Optional attendance at committee meetings

i. Trustees will have the right to attend committee meetings and to receive agenda ahead of time and minutes after the meeting

ii. Trustees shall not vote nor form part of the quorum at committee meetings

(f) Any decisions of Trustees should be given in writing to the committee

(g) In all Trustee matters at least two Trustees must agree for a decision to be acted upon and then they may act and have full powers in all aspects.

(h) Candidates for Trustees can be nominated by any member of the Club and the vote will be tabled for a General Meeting. Candidates for Trustee must have been an Officer of the Club for at least two years and been a member of the club for at least 5 years. The election of a Trustee at a General Meeting requires not less than 25% quorum and not less than 75% of the members attending voting in favour of the appointment.

(i) The tenure of office of a Trustee is for life; provided as the office is vacated:

(i) if a Trustee remains out of Kenya for three years, or

(ii) if a Trustee gives notice of resignation in writing in the Committee, or

(iii) Any trustee deemed not to be acting in the interest of the club, may be removed at a at a General Meeting with not less than 25% quorum and not less than 75% of the members attending voting in favour of the removal.

(iv) A reasonable cause to remove a trustee must be shown:

a. A notice of the proposed vote for removal must be included in the notice for the General Meeting

b. The Trustee will have the opportunity to speak for themselves at the meeting prior to the vote for their removal

(v) Only one Trustee may be removed at a given General Meeting

(j) The common seal consists of the words “The Mountain Club of Kenya Registered Trustees” only and shall be affixed to any document, requiring to be sealed, in the presence of not less than two Trustees who shall also sign the document.

(k) The common Seal shall be kept in the custody of such firm of Advocates or Bank as the Trustees may from time to time appoint in writing, and it shall be produced by a firm of Advocates or Bank only to the written request of not less than two Trustees.

14. LEGAL LIABILITY

No Trustee, Officer or Committee Member of the Club shall have any liability as such Trustee, Officer or Committee Member, nor shall there be any claim against any funds or other assets of the Club in respect of damage suffered by any Member from the dangerous condition of any property of the Club or from the wilful or negligent act or default of any Trustee, Officer, Committee Member, servant or agent of the Club.

15. ACCOUNTS

The Club’s accounts shall be made up annually to 31st December; together with the Auditor’s report thereon they shall be laid before the next following Annual General Meeting by the Honorary Treasurer and a copy shall be made available to each Member prior to that meeting.

16. AUDITOR

(a) The Club shall elect an Auditor to each Annual General Meeting to hold office until the next Annual General Meeting; the Committee may fill a casual vacancy.

(b) The auditor shall report on the Accounts and Balance Sheet to be laid before the Club’s General Meeting stating whether in his opinion (i) proper books of account have been kept during the period covered by the Accounts, (ii) the Accounts and Balance Sheet are in agreement with the books and (iii) the Accounts and Balance Sheet give a true and fair view of the state of the Club’s affairs.

17. NOTICE

Every notice of a member shall be deemed duly delivered when posted to or delivered by hand or emailed to each and every Member.

18. ALTERATION OF THE CONSTITUTION

The Constitution of the Club shall not be altered, added to or rescinded save at a General Meeting of not less than 25% quorum and not less than 75% of the members in attendance voting. Notice of such proposed alterations, additions or rescissions shall be given to Members at least thirty days before such a Meeting.

19. LIQUIDATION

A resolution for winding-up shall be passed at two consecutive Annual General Meetings attended by no less than 50% of the Membership with no less than 75% of the members present voting to approve the liquidation, at each of the meetings.

Upon Liquidation, the net assets of the Club shall, within two calendar years, be donated to an organisation associated with conservation of Mountain Areas and General Environment within Kenya, (or internationally if no such organisations are identified in Kenya) that should have been in existence for at least 10 years. There should be no significant connection (i.e. no beneficial interest, employment relationship, etc.) between such an organisation and any trustee or any MCK committee member prior (and not less than one year) to the liquidation.

The Trustees shall oversee this process and have a final say in the choice of beneficiary organisations.

Constitution of the Mountain Club of Kenya