Constitution

Article 1: Name of the Society

The name of the Society shall be the Oxford and Cambridge Society of Kenya.

Article 2: Interpretation

In this Constitution, unless context otherwise requires:

a) ‘Society’ refers to the Oxford and Cambridge Society of Kenya.

b) ‘Oxford’ and ‘Cambridge’ refer to the University of Oxford and the University of Cambridge, respectively, both in the United Kingdom.

c) ‘Data Protection Act’ means the Data Protection Act, Cap 411C Laws of Kenya, and its successors.

d) ‘Fund’ refers to the Oxford and Cambridge Society of Kenya Scholarship Fund established by a Trust Deed dated 4th March 2016 and its successors.

e) ‘Honorary’ and abbreviation ‘Hon’ both mean unpaid.

f) ‘Member’ means a member of the Society.

g) ‘Memorandum of Understanding’ refers to the Memorandum of Understanding between the University of Cambridge and the Oxford and Cambridge Society of Kenya which defines the relationship between Cambridge and the Society including any successor thereto.

h) The singular shall include the plural and vice versa.

i) ‘Notice’ means written notice sent by post or email to the last address notified to the Honorary Secretary by the Member, deemed given on the date of posting or transmission.

j) ‘Proxy Vote’ means a vote given to the Honorary Secretary in writing or by email at least forty-eight hours before the Annual General Meeting or Extraordinary General Meeting where the Resolution is discussed and voted upon.

k) ‘Recognition Agreement’ refers to the Alumni Group Recognition Agreement between the University of Oxford and the Oxford and Cambridge Society of Kenya, which defines the relationship between Oxford and the Society including any successors thereto.

l) ‘Societies Act’ means the Societies Act, Cap 108 Laws of Kenya, and its successors.

Article 3: The List of Members and Accounting Records

3.1. Members may inspect the accounting records and the List of Members at the Society’s registered office or electronically subject to the provisions of the Data Protection Act and this Article.

3.2. For the purposes of the Data Protection Act and the protection of Members’ personal data, the following provisions shall apply:

a) Personal data contained in the List of Members shall be accessible to another Member only where the data subject has given explicit consent to such disclosure;

b) Personal data collected or held by the Society shall be processed solely for purposes consistent with this Constitution, including maintaining an accurate register of Members, administering the governance and activities of the Society and ensuring compliance with legal or regulatory obligations;

c) Where a Member has consented to the disclosure of their personal data, another Member may use such data only for legitimate Society-related purposes, including communication, networking for professional or social engagement related to the Society, and the coordination or organisation of Society activities;

d) Personal data obtained under this Article shall not be used for any purpose inconsistent with this Constitution or the Data Protection Act, including any commercial, political or unsolicited activity not connected to the affairs of the Society. and

e) The Society shall take appropriate measures to ensure that all personal data under its control is processed lawfully, fairly and securely in accordance with the rights of data subjects.

Article 4: Objects of the Society

The Society is a non-political Society whose aims are:

4.1. To provide persons living in Kenya and those with a connection to Kenya living abroad, who have attended either Oxford or Cambridge, opportunities to remain connected with each other and to engage with Oxford and Cambridge.

4.2. To promote educational advancement by offering guidance, recognition and other forms of support to students seeking admission to or pursuing studies at Oxford or Cambridge.

4.3. To act as a Trustee of the Oxford and Cambridge Society of Kenya Scholarship Fund or its successors.

4.4. To do any other incidental or conducive things to achieve any of the above objectives.

Article 5: Membership

5.1. A person is eligible to apply for membership of the Society, which application must be in writing, if they have matriculated at Oxford or Cambridge and;

(a) Live in Kenya at the time of applying; or

(b) Live abroad but have a connection with Kenya.

5.2. An application for membership of the Society will be decided upon by the Honorary Secretary within fourteen (14) calendar days of receipt by the Honorary Secretary. If the application is refused, the Honorary Secretary will refer it to the Committee for confirmation.

5.2.1. An application for membership of the Society may only be refused if:

(a) The applicant did not matriculate at Oxford or Cambridge; or

(b) In the reasonable opinion of the Committee, the membership of such an applicant would pose a risk of damage to the reputation and interests of the Society.

5.3. The Committee may, after reviewing all appropriate information, refuse membership or terminate an existing membership for the reasons stated in Article 5.2.1. The Committee must provide the affected person with written reasons for its decision within fourteen (14) calendar days of any such decision.

5.4. A person who is aggrieved by the decision of the Committee in 5.3. above may apply to the Committee to review its decision. The Committee must communicate its decision on the review application within fourteen (14) calendar days of receiving the application, which decision shall be final.

5.5. The Society may charge a membership fee as Members may decide in a General Meeting.

Article 6: Office Bearers

6.1. The Office Bearers of the Society are:

a) The Honorary Chair;

b) The Honorary Secretary;

c) The Honorary Treasurer;

d) The Honorary Scholarship Secretary;

e) The Honorary Social Secretary.

6.2. All Office Bearers shall hold office from the day after their election until the succeeding Annual General Meeting, subject to the conditions contained in Articles 8.1 and 8.2, but shall be eligible for re-election provided they are still a Member of the Society.

6.3. An Office Bearer or Committee member may resign from their position by giving the Committee fourteen (14) calendar days’ written notice of their resignation. A vacancy which arises after resignation, incapacity or death, will be filled according to Article 8.1. of this Constitution. An Office Bearer or Committee Member who ceases to be a Member of the Society is deemed to have resigned their position on the Committee on the day their membership ceased.

6.4. An Office Bearer or Committee Member may be removed from the Committee through a resolution initiated by the Committee or a Member and passed by a simple majority of the Members present or by proxy and voting in an Extraordinary General Meeting of the Society.

Article 7: Duties of the Office Bearers

7.1. The Chair shall unless prevented by illness or other reasonable cause, preside over all meetings of the Committee and at all General Meetings. If the Chair is absent or unable to preside at a General or Committee Meeting, the present Members shall elect an Office Bearer to chair the meeting.

7.2. The Honorary Secretary shall:

a) Manage all correspondence of the Society and maintain an official record of incoming and outgoing communications;

b) Receive, acknowledge and evaluate membership applications in the first instance and present recommendations to the Committee;

c) Compile, maintain and update the register of Members;

d) Issue notices convening meetings of the Committee and all General Meetings of the Society in accordance with this Constitution;

e) Prepare draft agendas for meetings in consultation with the Chair;

f) Record, keep and preserve minutes of all meetings of the Society and the Committee and maintain all records, documents and proceedings of the Society;

g) Ensure the safe custody of the Society’s constitutional documents, registers and official records;

h) Coordinate internal communication within the Society and disseminate official information to Members as authorised by the Committee;

i) Support the Committee in the implementation of its resolutions and in the general administration of the Society’s affairs;

j) Act as the primary liaison between the Committee and Members for administrative matters;

k) Maintain an archive of past resolutions, decisions and reports for reference and institutional continuity;

l) Make all necessary filings with the Registrar of Societies;

m) Together with other Committee members, ensure the Society complies with the Societies Act, the Recognition Agreement between the Society and Oxford, and the Memorandum of Understanding between the Society and Cambridge, and

n) Perform any other administrative or clerical duties assigned by the Committee that are consistent with this Constitution.

7.2.2. Procedural Provisions

In urgent operational matters where the Committee cannot be consulted, the Honorary Secretary shall consult the Chair, and any decision made under this provision shall be subject to ratification or otherwise at the next Committee meeting. Neither an Office Bearer nor the Committee may make a decision reserved to the Members under this Constitution.

7.3. The Honorary Treasurer will manage the financial affairs of the Society under the direction of the Committee. The Honorary Treasurer will:

7.3.1. Maintain the accounting records of the Society;

7.3.2. Receive and disburse all moneys belonging to the Society;

7.3.3. Issue receipts for all moneys received and preserve auditable supporting documentation for all moneys paid;

7.3.4. Be responsible to the Committee and the Society for maintaining proper accounting records;

7.3.5. Prepare and present to the Society at the Annual General Meeting, the audited accounts and treasurer’s report for the Society. The Society’s financial year shall run from 1st day of July to the 30th day of June of the next year.

7.4. The Scholarship Secretary shall:

7.4.1. Under the direction of the Committee, oversee and coordinate the Society’s educational advancement objectives.

7.4.2. Represent the Society, in its capacity as Trustee of the Fund, in meetings of the Fund’s Trustees.

7.5. The Honorary Social Secretary will, under the direction of the Committee, organise and coordinate activities for Members to engage with and to remain connected with each other.

Article 8: The Committee

8.1. The Committee consists of all the Office Bearers of the Society in Article 6.1 and two (2) other members, one from Oxford and one from Cambridge, to be elected at the Annual General Meeting along with the Society’s Office Bearers. These two (2) Committee members will primarily function as liaisons to their respective universities in conjunction with the Honorary Secretary or the Honorary Scholarship Secretary and may also be assigned additional tasks as decided by the Committee.

8.2. The Committee will be elected at an Annual General Meeting and will serve from the day following the Annual General Meeting at which they were elected until the subsequent Annual General Meeting.

8.3. If a vacancy arises for any reason, including under Articles 6.3 or 6.4 of this Constitution for the positions of the Honorary Chair, Honorary Secretary or Honorary Treasurer, the Committee may elect one of the remaining Committee members to fill the vacant position in an acting capacity until the next Annual General Meeting or if the next Annual General Meeting is more than three (3) months away, the Committee shall call an Extraordinary General Meeting for the purpose of filling the vacancy.

8.4. If the vacancy relates to any other member of the Committee, the Committee may designate an existing Committee member to take on the responsibilities of the vacant position or co-opt a Member of the Society to fill the vacant position in an acting capacity until the next Annual General Meeting or if the next Annual General Meeting is more than three (3) months away, the Committee shall call an Extraordinary General Meeting for the purpose of filling the vacancy.

8.5. A Member who wishes to vie for a position in the Committee shall submit their nomination at least fifteen (15) days before the date of the Annual General Meeting. If the position relates to a vacancy under Article 8.3 or 8.4, the notice period for submitting the nomination shall be at least fifteen (15) days.

8.6. In managing the Society, the Committee may direct the Office Bearers and other Committee Members on the manner in which, within the law, they shall perform their duties. In managing the Society, the Committee can hold meetings as necessary at such times and places, including virtually, as it shall resolve provided that it must meet at least four (4) times per year.

8.7. The Committee shall determine the dates for its meetings. Where the Committee is for any reason unable to determine the dates, the Chair shall make such determination.

8.8. Seven (7) days’ notice of meetings, in writing or via email, shall be given to all members of the Committee.

8.9. Four (4) Committee members, including at least one Office Bearer, shall constitute a quorum.

8.10. Decisions of the Committee shall be taken by consensus or, failing that, by a simple majority of the Members present and voting. In the event of a tie, the Chair shall have a casting vote.

Article 9: Duties of the Committee

9.1. The Committee shall manage the Society and shall conduct the Society’s affairs except for matters reserved for Members at a General Meeting.

9.2. The Committee is responsible for safeguarding any money owned by or entrusted to the Society and may appoint independent commercial trustees to manage such funds.

9.3. The Committee may appoint sub-committees to carry out its work. However, all decisions made by any sub-committee must be confirmed by the full Committee.

9.4. The Committee may open bank accounts in the name of the Society.

9.5. The Committee bears overall responsibility for ensuring the Society complies with the Societies Act, the Recognition Agreement between the Society and Oxford, and the Memorandum of Understanding between the Society and Cambridge.

9.6. The Members shall indemnify and keep indemnified the members of the Committee against all liability incurred by them in good faith on behalf and in the name of the Society acting within their ostensible authority.

9.7. Office Bearers and Committee members shall not receive any remuneration for the performance of their duties.

Article 10: General Meetings

10.1. There will be two types of general meetings: the Annual General Meeting and Extraordinary General Meetings. The General Meetings may be held physically or electronically or through a hybrid format.

10.2. The Annual General Meeting shall be held not later than 31 December each year. Notice of at least thirty (30) days of such Annual General Meeting, accompanied by the audited accounts as provided for in Article 7.3.5, and the meeting agenda, shall be sent to all Members not less than thirty (30) days before the date of the meeting.

If the Committee fails to convene the Annual General Meeting by 31st December, any ten (10) Members, may by written notice to all Members, convene an Annual General Meeting for purposes of electing new Office Bearers and committee members and conducting any other statutory business.

10.3. The Annual General Meeting shall:

a) Receive and consider the Chair’s Report;

b) Receive and consider the Treasurer’s Report and the Society’s accounts;

c) Consider the Auditor’s Report;

d) Appoint an Auditor and direct the Committee to set the Auditor’s remuneration:

e) Pursuant to Articles 6.2, 8.1 and 8.2, elect the Honorary Chair, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary, Honorary Social Secretary and two (2) other members of the Committee.

f) Consider Any Other Business (AOB).

10.4. An Extraordinary General Meeting of the Society may be called by a notice to that effect given at least thirty (30) days before the date of the proposed meeting. Such notice issued by the Secretary at the request of the Committee or upon a requisition signed by not less than twenty (20) Members shall specify the form of the resolution to be put before the proposed meeting. At any such meeting, the specified subject and that only shall be discussed.

Provided that if vacancies in the Committee occasion lack of quorum, the Secretary may issue a notice for the Extraordinary General Meeting, and such notice is valid despite the lack of quorum. If the Secretary’s position falls vacant for any reason, the Committee may issue a notice for an Extraordinary General Meeting, and such notice shall be valid despite not being issued by the Secretary.

10.5. At any General Meeting, Annual or Extraordinary, fifteen (15) Members shall form a quorum. Decisions shall be made by consensus or, failing that, by a simple majority of those present and voting or voting by proxy, unless Article 13 applies.

Article 11: Auditor

11.1. An auditor will be appointed for the Society’s current financial year by the Annual General Meeting.

11.2. The audited accounts and auditor’s report will be furnished to all Members at the same time as the notice convening the Annual General Meeting is sent out. An auditor may be paid such remuneration as shall be set by the Committee.

11.3. No auditor shall be an Office Bearer or a member of the Committee of the Society.

Article 12: Educational Advancement

12.1. The Society may, at the discretion of the Committee, promote educational advancement by offering guidance, recognition and other forms of support, in the name of the Society, to students seeking admission to or pursuing studies at the Universities of Oxford or Cambridge. The Committee may, for this purpose, invite non-members of the Committee – whether Members of the Society or not – to provide advice on the suitability and merit of candidates who have sought the Society’s support.

12.2. In considering candidates for such support, the Committee shall consider:

12.2.1. Association with Kenya by birth, education or otherwise;

12.2.2. Character and leadership qualities;

12.2.3. Educational ability and attainment;

12.2.4. Extracurricular or community engagement and service;

12.2.5. Such other attributes as the Committee may deem relevant or as may be specified by a benefactor who contributes to the Society’s educational objectives.

12.3. Decisions of the Committee regarding the granting or withdrawal of support are final.

12.4. The Committee may withdraw its support if it determines that a recipient is not making appropriate use of the opportunity or engagement facilitated by the Society.

Article 13: Distribution of Funds Among Members

The distribution of funds among Members is prohibited.

Article 14: Alteration of the Constitution

14.1. The Constitution may be altered by resolution at an Annual or Extraordinary General Meeting. Proposals to amend the Constitution shall be put in the form of a resolution to be discussed at the Annual or Extraordinary General Meeting.

14.2. Notice of such resolutions shall be given to all Members at least thirty (30) days before the meeting and on being passed shall be circulated to every Member of the Society.

14.3. Such resolutions shall not be carried except by a two-thirds majority of votes cast, both by Members voting at such meetings and by proxy votes.

14.4. Every resolution so passed shall be binding on every Member of the Society.

Article 15: Dissolution of the Society

15.1. If at any General Meeting a resolution for dissolution of the Society is passed by a majority of Members present and voting or by proxy, the Honorary Secretary shall convene another General Meeting within two (2) months to confirm the resolution.

15.2. Upon confirmation of the resolution, the Honorary Secretary shall, within seven (7) days of the meeting, seek in writing, the permission of the Registrar of Societies to wind up the Society.

15.3. Upon receipt of permission for the dissolution in writing from the Registrar of Societies, the Committee shall proceed to realise the assets of the Society and discharge all liabilities of the Society.

15.4. Thereafter the balance shall be donated to the Oxford & Cambridge Society of Kenya Scholarship Fund or its successors or otherwise distributed in such a manner as the Members voting at the same General Meeting, subject to Article 13, or the Registrar of Societies may prescribe, and thereupon the Society shall be dissolved.

Article 16: Transitional Provisions

Continuity of offices

16.1. The positions of Honorary Chair, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary, Honorary Social Secretary and Committee member established by this Constitution are the same as the respective positions as those previously designated under the former Constitution as Master, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary, Honorary Social Secretary and Committee member.

Deemed Continuation in Office

16.2. Every person who immediately before the effectiveness of this Constitution, held the position of Master, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary or Honorary Social Secretary or Committee member shall be deemed, from the date of such effectiveness and without the need for re-appointment or re-election, to hold the corresponding position of Honorary Chair, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary, Honorary Social Secretary or Committee member, respectively, for the remainder of the term for which they were originally elected.

No change to functions, powers, duties or responsibilities

16.3. Unless where it is explicitly stated in this Constitution, the change in the titles of the said offices effected by this Constitution shall not affect, and shall never be deemed to have affected, the functions, powers, duties, responsibilities, rights or protections attached to those offices. All references in any existing rules, by-laws, policies, contracts, records or other documents to the Master, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary, Honorary Social Secretary or Committee member shall be read and construed as references to the Honorary Chair, Honorary Secretary, Honorary Treasurer, Honorary Scholarship Secretary, Honorary Social Secretary or Committee member, respectively.