ARTICLES of CONSTITUTION (1960)

Revised 2014

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 mountain amenities;

(b) Organisation of mountain rescue facilities;

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

(d) 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, Junior 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 dues;

(ii) to Life Membership any Ordinary Member so applying on the payment of the Subscription laid down. 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: provided that any person while a bona fide student or trainee will be required to pay only half the annual Subscription and may, at the discretion of the Committee, pay the Entrance Fee by instalments;

(iv) to Temporary Membership any person so applying and being eligible for Ordinary Membership, on such terms as it sees fit. Temporary Members have no right to vote and the Committee may determine Membership at any time by notice in writing;

(v) to Corporate Membership such bodies and organisations as are elected by the Committee. The Committee may set the terms of such Membership including provision for the responsibility of the Member in charge of such body or organisation;

(vi) to Reciprocal Membership any member of a club with which a reciprocity agreement is in force who indicates that he wishes to use the Club’s facilities in accordance with the agreement. Reciprocating Members have no right to vote and Membership ceases automatically on termination of the reciprocating agreement;

(vii) 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 voting rights and the Committee may determine Membership at any time in writing.

(c) Application

(i) Application shall be made on the form approved by the Committee. The candidate shall be proposed and seconded by two Members, one of whom shall be a Committee Member;

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

(iv) The Committee shall reject any application for Membership on tow 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 notice in writing is given to the Honorary Secretary. In the absence of notice Members continue to be liable to pay their Subscriptions.

(e) Re-election Any Member who has retired from the Club, other than under Articles 3(f) or 5(b) may be re-elected without formality on payment of any arrears of Subscription, but 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 Membership, 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) Any Member whose Subscription remains unpaid after the end of the calendar year in respect of which it was payable shall be reported to the Committee. The Committee shall thereupon send to the Member’s last known address a letter of demand for payment of the arrears: in the absence of a satisfactory reply the Member shall be deemed to have resigned without prejudice to liability for any Subscriptions then remaining un paid.

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

6. MEETINGS

(a) Ordinary Committee Meetings are held are held on the dates from time to time fixed by the Committee.

(b) Special Committee Meetings may be called by the Honorary Secretary.

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

(d) 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 ten 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.

(e) At any General Meeting, except as provided in Article 8(c), every Honorary Life, Life and paid-up Ordinary Member present in person shall have one vote on each and every resolution. Every such Member resident more than 75 miles from Nairobi not being present in person at a General Meeting, shall have one vote one every resolution under Article 3(f): provided that no such vote is admissible unless made by post and received by the Honorary Secretary before the time scheduled for the Meeting.

(f) 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, without further notice.

(g) 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

The number of Members required for a quorum is:

(a) At a Committee Meeting, not less than four;

(b) At a Sub-Committee Meeting, not less than two;

(c) At a General Meeting, not less than ten;

(d) At a Meeting adjourned under Article 6(f), not less than two.

8. CHAIRMAN

(a) At General 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.

(c) The Chairman has both deliberative and a casting vote.

9. OFFICERS

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

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

10. 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 consists initially of the Officers and six Members but may co-opt further Members.

(c) The Committee may nominate candidates for Officers and Committee and in addition nay two Members may nominate candidates whose consent has been previously obtained.

(d) If any Committee Member, with the exception of the Patron, 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.

11. TRUSTEES

(a) There shall be three Trustees elected by the Club in General Meeting.

(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.

(c) All property of the Club is vested in the Trustees who hold it in trust for the Club and deal with it only in pursuance of a resolution of the Committee or of the Club in General Meeting.

(d) In all Trustee matters two Trustees may act and have full powers in all aspects.

(e) Any person who holds or who has held office in the Club, or who has been a Member of the Committee for at least one year, may be elected a Trustee.

(f) 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 one year, or

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

(iii) if a resolution for the removal of a Trustee is passed by a General Meeting.

(g) 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.

(h) 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 be written request of not less than two Trustees.

12. MANAGEMENT

The management of the Club is vested in the Committee, which may:

(a) Appoint Sub-Committee 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;

(c) Make rules for the control of the Club House, Huts 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.

13. 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.

14. 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.

15. 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.

16. NOTICE

Every notice of a member shall be deemed duly delivered when posted to, or delivered by hand to the address recorded in the Membership Roll.

17. ALTERATION OF THE CONSTITUTION

The Constitution of the Club shall not be altered, added to or rescinded save at a General Meeting of a majority of not less than two-thirds of the members voting. Notice of such proposed alterations, additions or rescissions shall be given to Members at least thirty days before such a Meeting.

18. LIQUIDATION

A resolution for winding-up shall be passed at a Special General Meeting by a majority of two-thirds of the Members present and voting. Members who are entitled to vote at the date of that Meeting will be entitled to share equally in the net assets of the Club.