CONSTITUTION OF KENYA QUILT GUILD
P. 0. Box 65, Sarit Centre 00606 Nairobi, Kenya

 

NAME:
The name of this non-political, non-profit organization shall be Kenya Quilt Guild hereafter referred to as KQG.

 

AREA:
The area controlled by the Association shall be the whole of that area within the boundaries of Kenya.

 

OBJECTIVES:

  • To promote patchwork and quilting as handicraft and art in Kenya.
  • To promote the continuing aesthetic and technical skills education of patchworkers and quilters in Kenya.
  • To engage in community outreach efforts that encourage Kenyans and Kenya residents to take up patchwork and/or quilting for pleasure and/or profit.
  • To engage in charitable works through the application of patchwork and/or quilting to make products and/or raise funds that will contribute to the well-being of Kenyans.
  • To encourage and assist small local and regional groups to form branches of the Kenya Quilt Guild whereby the objectives of the KQG can be furthered.
  • To assist small businesses in Kenya who are engaged in patchwork and/or quilting.

 

MEMBERSHIP:

Membership is open to anyone interested in patchwork and/or quilting.

Anyone interested in becoming a member of the KQG may do so by providing necessary contact information and by paying their membership fees as set forth below.

Any member desiring to resign from KQG must submit notice of resignation to the Secretary, which shall take effect from the date of receipt by the Secretary of such notice.

Any person who resigns or is removed from KQG shall not be entitled to a refund of their fees or any part there of, or any moneys contributed by them at any time.

Honorary Life Membership

Honorary Life Membership may be awarded, at the discretion of the Executive Council, to anyone who has been a member of the Kenya Quilt Guild for at least ten years in total and who has attained the age of 75.  Honorary Life Membership waives all fees and subscriptions for that member for the rest of her life.

Membership Fees (Subscriptions)

Every member shall pay annual membership fees in an amount to be determined periodically by the Executive Council, payable by the end of January every year.

Any person seeking membership after the end of January shall have their fees prorated on a monthly basis.

Any member who falls into arrears with their annual membership fees by more than four months shall automatically cease to be a member of KQG and their name shall be struck from the register of members.  The Executive Council, may, however, at its discretion, reinstate such member on payment of the total amount of membership fees outstanding.

Disciplinary Measures

Any member may be expelled from membership if the Executive Council so recommends and if a General Meeting of KQG shall resolve by a two-thirds majority of the members present that such a member or members should be expelled because their conduct has adversely affected the reputation or dignity of KQG, or that they have contravened any of the provisions of the Constitution of KQG.

The Executive Council shall have the power to suspend a member or members until the next General Meeting of KQG following such suspension, but notwithstanding such suspension a member or members whose expulsion is proposed shall have the right to address the General Meeting at which their expulsion is to be considered.

The determination of the two-thirds majority of the members present at a General Meeting who vote to expel a member for misconduct as defined above is final.  No appeal will be granted.

 

MANAGEMENT:

The KQG shall be governed by an Executive Council constituted by the Executive Officers, the Standing Executive Council Delegates and two Members-at-Large.

Executive Officers
The Executive Officers shall be a Chairperson, Vice-Chairperson, Secretary and Treasurer, all of whom shall be fully paid up members of KQG in good standing and shall be elected at the Annual General Meeting.

All Executive Officers shall hold office from the date of election until the succeeding Annual General Meeting subject to the conditions contained in sub-paragraphs 3 and 4 of this rule, but shall be eligible for re-election.

Any Executive Officer who ceases to be a member of KQG shall automatically cease to be an Executive Officer thereof.

Executive Officers may contribute up to three consecutive years of service, after which period of time they must stand down as an Executive Officer for a period of not less than one year.

Executive Officers may be removed from office in the same way as is laid down for the expulsion of members in Section V, Paragraph A.  Vacancies thus created shall be filled by persons elected at the General Meeting resolving expulsion.

Executive Officer Duties

The Chairperson’s duties shall be to:

  • Preside over all meetings of the Executive Council and all General Meetings unless prevented from doing so by illness or other sufficient cause
  • Act as an advisor to the Executive Council for one year after leaving the office of Chairperson

The Vice-Chairperson’s duties shall be to:

  • Perform the duties of Chairperson in her/his absence
  • Serve as a non-Delegate member of the Subcommittee for Education

The Secretary’s duties shall be to:

  • Manage all regular post and email correspondence of KQG, under the general supervision of the Executive Council.  In cases of urgent matters where the Executive Council cannot be consulted, s/he shall consult the Chairperson or if s/he is not available, the Vice-Chairperson. The decisions reached shall be subject to ratification or otherwise at the next Executive Council meeting.
  • Issue notices convening all meetings of the Executive Council and all General Meetings of KQG and shall be responsible for keeping minutes of all such meetings.
  • Be responsible for keeping and preserving all records of the proceedings of KQG.

The Treasurer’s duties shall be to:

  • Receive and disburse, under the direction of the Executive Council, all moneys belonging to KQG, and issue receipts for all moneys received by her/him, and preserve vouchers for all moneys paid by her/him.
  • Be responsible to the Executive Council and to the members that proper books of account of all moneys received and paid by the KQG are written up, preserved and available for inspection without notice.

Subcommittees

Subcommittees shall be established as Membership, Education, Newsletter Publication, Exhibitions, Community Outreach, and Advertising and Promotions.

Each Subcommittee shall be constituted from as many KQG members in good standing as volunteer to assist, all of whom shall be acknowledged at the Annual General Meeting.

Members of each Subcommittee shall meet or otherwise communicate with each other as, when and where it is necessary to conduct the business of that Subcommittee.

Each of the Subcommittees shall elect one Delegate to serve as Chairman of the Subcommittee and as the Subcommittee’s representative on the Executive Council as defined above, such Delegates to be determined before the first Executive Council meeting after the Annual General Meeting at which they were acknowledged, by vote of simple majority; such Delegate to attend each Executive Council meeting for the duration of their term of office which lasts until the next Annual General Meeting.  In case of a Delegate’s inability to attend an Executive Council meeting, s/he may ask another member of the Subcommittee to attend in her/his place.

KQG members may volunteer to serve on more than one Subcommittee at a time, but may not serve as a Chairman of more than one subcommittee at a time, nor as Delegate to the Executive Council for more than one Subcommittee.

Any Subcommittee member who ceases to be a member of KQG shall automatically cease to be a Subcommittee member thereof.

A subcommittee member may be removed from office in the same way as is laid down for the expulsion of members in rule 3 d.  Vacancies thus created shall be filled by volunteers at the General Meeting resolving expulsion.

Purpose and duties of Subcommittees

Membership Subcommittee

  • The purpose of the Membership Subcommittee is to keep accurate and up-to-date records of KQG members and payment of their fees, and to increase the number of active KQG members through appropriate activities.
  • Duties of the Membership Subcommittee shall be to:
    • Receive fees and record subscriptions from members at the start of the financial year and from new members throughout the year, such monies to be handed over to the Treasurer with full account immediately upon receipt.
    • Record the names of the members present at each monthly meeting.
    • Keep statistical records of meeting attendance and report annually at the AGM on such statistical information gathered during the year.
    • Keep an up-to-date record of KQG members and their contact details throughout the year, and shall provide a list of current members with full contact information to the Subcommittee upon request.
    • Work with the other Subcommittees to promote and solicit new memberships from the community at large.

Education Subcommittee:

  • The purposes for the Education Subcommittee are to be responsible for organizing and presenting educational programs and to manage day-to-day operations of the KQG Library.
  • The Vice-Chairperson is by default a member of the Education Subcommittee, but may not serve as its Delegate to the Executive Council as s/he is already a voting member of the Executive Council.
  • Duties of the Education Subcommittee shall be to:
    • Plan and arrange for Guest Speakers at Monthly Meetings
    • Liaise with and coordinate local and visiting Teachers for workshops, lectures, demonstrations or other educational activities
    • Organize educational field trips for the KQG
    • The Education Subcommittee shall appoint a Librarian, whose principal role will be to manage the KQG Library.  Duties of the Librarian shall be to:
      • Maintain the library resources in good order
      • Acquire and catalogue new or used books as necessary
      • Record the borrowing of books at the monthly meetings
      • Follow up overdue materials, charge and collect fines for said educational materials and pay such collected monies to the KQG Treasurer on a regular basis

Newsletter Publication Subcommittee

  • The purposes for the Newsletter Publication Subcommittee are to provide information about KQG, its activities and events as newsworthy articles, and to publish and distribute such information that may be of interest to the KQG members.
  • The duties of the Newsletter Publication Subcommittee shall be to:
    • Write, cause to be written, or identify articles about patchwork and/or quilting that may be published with full copyright permission
    • Assemble and edit the features of a monthly newsletter
    • Publish and distribute, by regular post, hand delivery or email, a newsletter to all members of KQG ten times annually

Exhibitions Subcommittee

  • The purpose of the Exhibitions Subcommittee is to mount local, regional, national and international exhibitions of patchwork and/or quilting made by KQG members.
  • The Exhibitions Subcommittee may, at its discretion, organize local or regional displays of KQG member work at any venue in Kenya where it would be welcome to do so.
  • The Exhibitions Subcommittee must, at its discretion, organize and produce one national exhibition of KQG member work not less than every two years nor more frequently than every eighteen months, and shall, at its discretion, organize and execute whatever feature events (for example, raffles, sales, sponsorship) it deems necessary to raise funds to cover the expenses of said exhibition.
  • The Exhibitions Subcommittee shall organize and deliver for display KQG work as requested by the Executive Council for any international exhibition of good repute.
  • The Exhibitions Subcommittee shall work closely with the Advertising and Promotions Subcommittee to ensure that all organized exhibitions receive full advertisement and marketing.

Community Outreach and Charitable Works Subcommittee

  • The purposes of the Community Outreach and Charitable Works Subcommittee are to manage all charitable activities of the KQG and to liaise with various missionary, NGO, and other development organizations to encourage patchwork and/or quilting amongst disadvantaged communities in Kenya.
  • The duties of the Community Outreach and Charitable Works Subcommittee shall be to:
    • Identify and liaise with charitable organizations in need of patchwork and/or quilting, or funds raised by the production and sale of patchwork and/or quilting, to offer and administer such support.
    • Identify and liaise with women’s self-help groups in Kenya who are interested in promoting patchwork and/or quilting as a means of subsistence for its members, and to assist them in the provision of education to their members of patchwork and/or quilting skills with the assistance of the Education Subcommittee.
    • Identify and liaise with international women’s help organizations from overseas who seek to provide development assistance to Kenya women’s groups that involves patchwork and/or quilting, to provide them with information about Kenya local, regional and national conditions, contacts, suppliers and any other relevant information they may require to promote patchwork and/or quilting in Kenya.

Advertising and Promotions Subcommittee

  • The purpose of the Advertising and Promotions Subcommittee is to inform the larger community about the activities of the Kenya Quilt Guild to gain new members and to draw the KQG into the international community of patchwork and quilting.
  • The duties of the Advertising and Promotions Subcommittee shall be to:
    • Establish, update and maintain online presence via
      • A web site and/or blog
      • Online social networks
      • Listings in directories of patchwork and/or quilting guilds
      • Any other online opportunities for promotion of the KQG
    • Develop, design and publish any printed advertising materials such as brochures, bookmarks, business cards, posters and any other similar advertising and promotional aids deemed necessary by the Executive Council
    • Liaise with local, regional, national and international press to ensure coverage of KQG events and activities
    • Liaise with other patchwork and/or quilting organizations to promote the KQG

Members-at-Large

  • Two Members-at-Large shall be elected during the Annual General Meeting.
  • Members-at-Large shall serve on the Executive Council, thereby representing the interests of all members, and serving as guardians of the KQG.

The Executive Council

The Executive Council shall consist of the Executive Officers, the Subcommittee Chairmen, and the two Members-at-Large of the KQG, such Executive Council members shall hold office until the following Annual General Meeting.

The Executive Council shall meet on Monday of the week before each Monthly Meeting at a central location of their choice.

The quorum for meetings of the Executive Council shall be no less than half of the members.

Any unexpected vacancies for members of the Executive Council caused by death or resignation shall be filled by the Executive Council until the next Annual General Meeting of KQG. Vacancies caused by members of the Executive Council removed from office will be dealt with as shown in rule 4 c.

Duties of the Executive Council shall be to:

  • Assist the Chairperson in the development of an agenda for the Monthly Meeting to follow the current Executive Council Meeting.
  • Administer and manage the ongoing business of KQG.
  • Make or approve all operating decisions about the activities and events in which KQG is involved.
  • Decide all expenditures to be made from general operating funds.  All moneys disbursed on behalf of KQG shall be authorized by the Executive Council except as specified in rule12 d.
  • Bring forward ideas for new projects and activities that may benefit KQG and its members.

 

MEETINGS:

There shall be two types of meeting: Monthly Meetings and General Meetings.  There shall be two types of General Meetings: Annual and Special.

Monthly Meetings

Monthly meetings shall be held on the third Thursday of every month except August and December at a time and at a location established by the Executive Council, such location to be changed only as and when necessary due to circumstances beyond the control (for example, excessive increase in rent, eviction, damage to the property or other) of the Executive Council.

Should such circumstances arise, it shall be for the Executive Council to identify and negotiate terms for another venue it deems suitable for the purposes of KQG meetings.

An agenda shall have been prepared, but need not have been circulated, prior to each Monthly Meeting by the Chairperson with the assistance of the Executive Council, to include at the very least:

  • Confirmation of the minutes of the previous meeting.
  • Reports of the Executive Officers and Subcommittee Chairpersons.
  • Consideration of any new business brought by any member.
  • Any other business.
  • Time for show-and-tell.

A speaker or educational program related to patchwork and/or quilting shall be included in the meeting agenda whenever possible.

Procedure at Monthly Meetings:

  • At all meetings of KQG the Chairperson, or in her/his absence the Vice Chairperson or in the absence of both these officers a member selected by the meeting, shall take the chair.
  • The Chairperson, following the agenda, shall conduct the business of the meeting.
  • During “Any Other Business,” any member of the KQG present at the General Meeting may make a motion for the KQG to take some action.  Before any discussion of that motion may occur, another member present must second the motion.
  • The Chairperson shall then guide discussion in a neutral way so that all members present hear both “for” and “against” sides of any motion made and seconded to permit equal opportunity for members to present their various opinions.  Any member may “call the question” at any time during this discussion, and the motion, made, seconded and discussed, moves immediately to a vote; no further discussion shall be permitted.
  • Simple majority (more than 50% of the quorum) as demonstrated by show of hands shall carry any motion.  The Chairperson has no vote on any motion unless, in case of equality of votes, the she shall cast the deciding vote.
  • Any motion may be postponed (tabled) until the following General Meeting by simple request to do so from any of the KQG members present.

Annual General Meetings

Annual General Meetings shall be held before April 1st of each year. Notice in writing of such Annual General Meeting, accompanied by the annual statement of account (rule 11 b) and the agenda for the meeting shall be sent to all members no less than 457 days before the date of the meeting.

The agenda for any Annual General Meeting shall consist of the following:

  • Confirmation of the minutes of the previous Annual General Meeting.
  • Outgoing Executive Officers’ reports
    • Secretary
    • Treasurer
    • Chairperson
  • Election of Executive Officers and two Members-at-Large
  • Call for volunteers to serve on Subcommittees (Subcommittees elect their Chairmen during their first meeting, which must be held before the first Executive Council meeting following the AGM so those Chairmen join the Executive Council in a timely manner.)

    • Membership
    • Education
    • Newsletter Publication
    • Community Outreach
    • Exhibitions
    • Advertising and Promotions
  • Appointment of auditors according to rule 11 a.
  • Amendments to the KQG Constitution:
    • Amendments to the KQG Constitution may be proposed and accepted or rejected only at an Annual General Meeting or at a Special General Meeting; they may not be made during a Monthly Meeting.
    • Proposed amendments to the KQG Constitution and any relevant arguments for their adoption must be submitted in writing to the KQG Secretary 60 days before the upcoming Annual General Meeting at which they will be decided.
    • The Secretary shall include copies of such proposed amendments in the mailing of the agenda of the upcoming Annual General Meeting, posted 45 days before said meeting.
    • When tabled for discussion during the Annual General Meeting, the submitter of the proposed amendment shall make a motion to accept the amendment as submitted.  That motion must be seconded before any discussion of the amendment may occur.  Once seconded, at least one member present must speak in opposition to the amendment to initiate a full and open discussion before a vote; otherwise, said amendment shall be approved as submitted.  During any discussion of the proposed amendment, the amendment itself may be further amended before moving to a vote.
    • Amendments to the Constitution of KQG must be approved by at least two-thirds majority of the membership present at the Annual General Meeting of KQG.
    • The Secretary shall send to the Kenya Registrar of Societies a copy of the revised Constitution as accepted and approved by the KQG and signed as such by any three of the Executive Officers of the KQG, a letter or form (as required by the Registrar of Societies) requesting that such amendments be accepted and implemented immediately, also signed by three of the KQG Officers.  Such revisions are subject to rejection by the Kenya Registrar of Societies.
  • Such other matters as the Executive Council may decide or as to which notice shall have been given in writing by a member to the Secretary at least 60 days before the date of the meeting and circulated to all members in writing 45 days before said meeting.
  • Any other business at the discretion of the Chairperson.

Special General Meetings

A special General Meeting may be called for any specific purpose by the Executive Council.

Notice in writing of such meeting shall be sent to all members not less than 30 days before the date thereof.

A special General Meeting may also be requisitioned for a specific purpose by order in writing to the secretary of not less than 4 members and such shall be held within 45 days of the date of the requisition. The notice for such shall be shown in rule 8 c and no matter shall be discussed other than stated in the requisition.

 

TRUSTEES:

All land, buildings and other immovable property and all investments and securities which shall be acquired by KQG shall be vested in the names of no less than three Trustees who shall be members of KQG and shall be appointed at a General Meeting of three years.  On retirement such Trustees shall be eligible for re-election.

A General Meeting shall have the power to remove any of the Trustees and all vacancies occurring by removal, resignation or death, shall be filled at the same or next General Meeting.

The trustees shall pay all income received from property vested in the trustees to the Treasurer. Any expenditure in respect of such property which in the opinion of the trustees is necessary or desirable shall be reported by the trustees to the Executive Council which shall authorize expenditure of such moneys as it thinks.

 

AUDITOR:

An auditor shall be appointed for the following year by the Annual General Meeting.

All KQG accounts, records and documents shall be opened to the inspection of the auditor at any time.

The Treasurer shall produce an account of her receipts and payments and a statement of assets and liabilities made up to date which shall be not less than six weeks and not more than three months before the date of the Annual General Meeting. The auditor shall examine such annual accounts and statements and either clarify that they are correct, duly vouched and in accordance with the law.

A copy of the auditor’s report on the accounts and statements together with such accounts and statements shall 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 honorarium for his/her duties as may be resolved by the Annual General Meeting appointing him/her.

No auditor shall be a member, nor a relative of a member, of the Executive Council.

 

FUNDS:

The funds of KQG may only be used for paying expenses incurred in carrying out administrative, educational and charitable activities of KQG or for paying petty expenses.

All moneys and funds shall be received by and paid to the Treasurer and shall be deposited by her or her agent in the name of KQG in any bank approved by the Executive Council.

No payment shall be made out of the bank account without a resolution of the Executive Council authorizing such payment.

A continuing petty cash fund, the amount to be decided by the Executive Council, may be kept by the Treasurer.  Out of these funds, necessary disbursements shall be made for which proper records shall be kept.

The Executive Council shall have the power to suspend any Executive Officer who it has reasonable cause to believe is not properly accounting for any of the funds or property of KQG and shall have the power to appoint another person in her place.

Such suspension shall be reported to a General Meeting to be convened on a date not later than two months from the date of such suspension and the General Meeting shall have full power to decide what further action should be taken in the matter.

The financial year of KQG shall be January 1 through December 31.

 

BRANCHES:

Branches of KQG may be formed with the approval of the Executive Council and the Registrar of Societies and they will adopt the same Constitution as that of the headquarters with the following exceptions:

The aims and objects will not include the formation of branches.

Amendments to the Constitution can only be made by the headquarters in accordance with provisions in rule 14.

The provisions of rule 15 shall apply to branches, but in addition, branches will not be dissolved without consultation with their headquarters.

 

DISSOLUTION:

KQG shall not be dissolved except by a resolution passed at a General Meeting of members a vote of two-thirds of the number present.  The quorum at the meeting shall be as shown in rule 8 e.  If no quorum is obtained, the proposal to dissolve KQG shall be submitted to a further General Meeting which shall beheld one month later.  Notice of this meeting shall be given to all members of KQG at least 14 days before the date of the meeting.  The quorum for this second meeting shall be the number of members present.

Provided, however, that no dissolution shall be effected without prior permission in writing of the Registrar ,obtained upon application to him made in writing and signed by three of the Executive Officer.

When the dissolution of KQG has been approved by the Registrar, no further action shall be taken by the Executive Council or any Executive Officer in connection with the aims of KQG, other than to get in and liquidate for cash all the assets of KQG. Subject to the payment of all debts of KQG, the balance thereof shall be distributed in such other manner as may be resolved by the meeting at which the dissolution is passed.

 

INSPECTION OF ACCOUNTS AND LIST OF MEMBERS:

The books of account and all documents relating thereto and a list of members of the society shall be available for inspection at the registered office of KQG by any officer or member of KQG on giving not less than seven days notice in writing to KQG.