THE CONSTITUTION AND REGULATIONS FOR KENYAN SOCIETY FOR BASIC AND APPLIED PHARMACOLOGY
The Society shall be known as “Kenyan Society for Basic and Applied Pharmacology”, acronym KESoBAP
The Kenya Society for Basic and Applied Pharmacology is registered as a non-political, non-profit, non- religious and non- racial organization. It is governed by the Societies Act of the Republic of Kenya which takes precedence whenever there may be a conflict between this constitution and the Act.
Unless and until otherwise notified, the current address of the Society shall be the Department of Pharmacology & Pharmacognosy, P.O Box 19676 – 00202 KNH, Nairobi, Kenya.
The objectives of the Society shall be:
- To foster, promote, encourage, develop and support teaching and research in basic and applied pharmacology.
- To promote communication and cooperation between societies, organizations and industries with similar interests.
- To create forums to present and exchange ideas
- To liaise with the government and local authorities in the event of emergencies, epidemics and other health related needs.
- To be proactive in the development of young scientists in basic and applied pharmacology through training and needs driven innovative research.
- To form, if and when necessary, branches to promote the Society’s activities in the Republic of Kenya.
- To create a medium for community outreach and interaction so as to break the barriers that hinder effective utilization of health knowledge and resources.
- To do all such things which are or may be deemed incidental to achievements of the Society’s objectives.
- Any person who is, or has been engaged in teaching or research or practice of pharmacology, or related sciences shall be eligible for membership of the Society and shall, subject to the approval of the Management Committee, become a member on payment of a subscribed fee which shall be determined by the Management Committee.
- Every member shall pay the annual subscription fee not later than the 31st day of January each year.
- Any member desiring to resign from the Society shall submit his/her resignation in writing to the Secretary, which shall be effected as appropriate.
- Any member may be expelled from membership if the Management Committee so recommends and if a general meeting of the Society shall resolve by a two-thirds majority of the members present that such a member shall be expelled on the grounds that his conduct has adversely affected the reputation or dignity of the Society, or that he has contravened any of the provisions of the constitution of the Society. The Management Committee shall have power to suspend a member from his/her membership until the next general meeting of the Society following such suspension but notwithstanding such suspension a member whose expulsion is proposed shall have the right to address the general meeting at which his/her expulsion is to be considered.
- Any person who resigns or is deregistered shall not be entitled to a refund of his/her subscription or any part thereof or any monies contributed by him at any time.
- Any member who falls into arrears with his/her annual subscription for more than six months shall automatically cease to be a member of the Society and his/her name shall be struck off the register of members. The Management Committee may, however, at its discretion, reinstate such a member on payment of the total amount of subscription outstanding.
- The office bearers of the Society shall be:
- The Chairperson
- The Vice-Chairperson
- The Secretary
- The Assistant Secretary
- The Treasurer
- The Assistant Treasurer
All of whom shall be fully paid-up members of the Society and shall be elected at the Annual General Meeting to be held each year. (See also rule 5 (b) below)
- All office bearers shall hold office from the date of election until the succeeding Annual General Meeting subject to the conditions contained in sub-paragraphs (c) and (d) of this rule but shall be eligible for re-election.
- Any office bearer who ceases to be a member of the Society shall automatically cease to be an office bearer thereof.
- Office bearers may be removed from office in the same way as is laid down for the expulsion of members in rule 3 (d) and vacancies thus created shall be filled by persons elected at the general meeting resolving the expulsion.
DUTIES OF OFFICE BEARERS
- Chairperson – the Chairperson shall, unless prevented by illness or other sufficient cause, preside over all meetings of the Management Committee and at all general meetings.
- Vice-Chairperson – the Vice-Chairperson shall perform any duties of the Chairperson in his or her absence.
- Secretary – the Secretary shall deal with all the correspondences of the Society under the general supervision of the Management Committee. In cases of urgent matters where the Management Committee cannot be consulted, he or she shall consult the Chairperson or if he or she is not available, the Vice-Chairperson. The decisions reached shall be subject to ratification or otherwise at the next Management Committee meeting. He or she shall issue notices convening all meetings of the Management Committee and all general meetings of the Society, keep and preserve minutes of all such meetings and records of proceedings of the Society and of the Management Committee.
- Assistant Secretary - in the absence of the Secretary, the Assistant Secretary shall perform all the duties of the Secretary and such other duties as shall be assigned to him or her by the Secretary or Management Committee whether the Secretary is present or not.
- Treasurer – the Treasurer shall receive and shall also disburse, under the directions of the Management Committee, all monies belonging to the Society and shall issue receipts for all monies received by him or her and preserve vouchers for all monies paid by him or her. The Treasurer shall be responsible to the Management Committee and to the members that proper books of account of all monies received and paid by the Society are written up, preserved and available for inspection.
- Assistant Treasurer – the Assistant Treasurer shall perform such duties as may be specifically assigned to him/her by the Treasurer and in his or her absence perform the duties of the Treasurer.
THE MANAGEMENT COMMITTEE
- The Management Committee shall consist of all the office bearers of the Society and any other three (3) members elected at the Annual General Meeting in each year; such Management Committee members shall hold office until the following Annual General Meeting. The Management Committee shall meet at such times and venues as it shall resolve but shall meet not less than once in any three months.
- Any vacancies of members of the Management Committee caused by death or resignation shall be filled by the Management Committee until the next Annual General Meeting of the Society. Vacancies caused by members of the Management Committee removed from office shall be dealt with as shown in the rule 4(d).
DUTIES OF THE MANAGEMENT COMMITTEE
- The Management Committee shall be responsible for the management of the Society and for that purpose may give directions to the office bearers as to the manner in which, within the law, they shall perform their duties. The Management Committee shall have power to appoint such sub-committees as it may deem desirable to make reports to the Management Committee upon which such action shall be taken as seems to the Management Committee desirable.
- All monies disbursed on behalf of the Society shall be authorized by the Management Committee except as specified in rule 13 (d).
- The quorum for meetings of the Management Committee shall be not less than 50% of office bearers at least one (1) of the members appointed by the Annual General Meeting.
- There shall be two classes of general meetings – Annual General Meetings and special general meetings.
- (i) The Annual General Meeting shall be held not later than 31st December in each year. Notice in writing of such Annual General Meetings, accompanied by the annual statement of accounts (see rule 12 (b)) and the agenda for the meeting shall be sent to all members not less than 21 days before the date of the meeting and, where practicable by Press advertisement not less than 14 days before the date of the meeting.
(ii) The agenda for any Annual General Meeting shall consist of the following:
- Confirmation of the minutes of the previous Annual General Meeting.
- Consideration of the Financial Accounts.
- Election of the office bearers and the Management Committee members
- Appointment of Trustees where necessary in accordance with rule 11 (a).
- Appointment of auditors in accordance with rule 12 (a).
- Such other matters as the Management Committee may decide or as to which notice shall have been given in writing by a member or members to the Secretary at least four weeks before the date of the meeting.
- Any other business with the approval of the Chairperson.
- A special general meeting may be called for any specific purpose by the Management Committee. Notice in writing of such a meeting shall be sent to all members not less than 7 days before the date thereof and where practicable by Press advertisement not less than 7 days before the date of such a meeting.
- A special general meeting may also be requisitioned for a specific purpose by order in writing to the Secretary of not less than 50% of office bearers and such meetings shall be held within 21 days of the date of the requisition. The notice for such meetings shall be in accordance with rule 9 (c) and no matter shall be discussed other than that stated in the requisition.
- Quorum for general meetings shall be the registered members of the Society present.
PROCEDURE AT MEETINGS
- At all meetings of the Society, the Chairperson, or in his/her absence, the Vice-Chairperson, or in absence of both these officers, a member selected by the Management Committee shall take the chair.
- The Chairperson may at his/her discretion limit the number of persons permitted to speak in favor of and against any motion.
- Resolutions shall be reached by simple voting by a show of hands. In the case of equality of votes, the Chairperson shall have a second or casting vote.
- All land, buildings and other immovable properties and all investments and securities which shall be acquired by the Society shall be vested in the names of not less than six Trustees who shall be office bearers of the Society and shall be appointed at an Annual General Meeting for a period of one year. 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 Management Committee which shall authorize expenditure of such monies as it deems fit.
- An auditor shall be appointed for the following year by the Annual General Meeting. All the Society’s accounts, records and documents shall be opened to the inspection of the auditor at any time. The Treasurer shall produce an account of his receipts and payments and a statement of assets and liabilities made up of to a date which shall not be 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 state that they are correct, duly vouched and in accordance with the law or report to the Society in what respect they are found to be incorrect, unvouched or not 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 a fee for his/her duties as may be resolved by the Annual General Meeting appointing him.
- No auditor shall be an office bearer or a member of the Management Committee of the Society.
- The funds of the Society may only be used for the following purposes: –
- Promoting teaching and research activities in basic and applied pharmacology in all National Higher Education Institutions (HEIs)
- Promoting communication and cooperation between societies and healthcare industry representing pharmacology and related disciplines
- Organizing workshops/seminars/conferences as forums to present and exchange scientific innovations and ideas
- Promoting cooperative activities in partnership with Government ministries, Local and other Authorities
- Supporting participation and recruitment of young scientists in basic and applied pharmacology
- Supporting administrative activities of the Society
- Supporting corporate social responsibility
- All monies and funds shall be received by and paid to the Treasurer and shall be deposited by him/her in the name of the Society in any bank accounts approved by the Management Committee.
- No payments shall be made out of the bank account without a resolution of the Management Committee authorizing such payment and all cheques on such bank accounts shall be signed by the Treasurer or the Assistant Treasurer and either the Chairperson or the Secretary.
- A sum not exceeding KSh.5000 may be kept by the Treasurer for petty disbursements of which proper account shall be kept.
- The Management Committee shall have power to suspend any office bearer who it has reasonable cause to believe is not properly accounting for any of the funds or property of the Society and shall have power to appoint another person in his 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 the Society shall be from 1st January to 31st December.
Branches of the Society may be formed with the approval of the Management Committee and notification of the Registrar of Societies and they will adopt the same constitution as that of the headquarters with the following exceptions:
- The aims and objectives will not include the formation of branches.
- Amendments to the constitution can only be made by the headquarters of the Society in accordance with the provision of rule 15.
- The provisions of rule 16 shall apply to branches but, in addition, branches will not be dissolved without consultation with the headquarters.
- AMENDMENTS TO THE CONSTITUTION
Amendments to the constitution of the Society must be approved by at least a two-thirds majority of members present at a general meeting of the Society. The quorum at the meeting shall be a fifth of all paid up members. They cannot, however, be implemented without the prior consent in writing of the Registrar, obtained upon application to him made in writing and signed by the Chairperson, Secretary and the Treasurer.
- The Society shall not be dissolved except by a resolution passed at a general meeting of members by a vote of two-thirds of the members present. The quorum at the meeting shall be a fifth of all paid up members. If no quorum is obtained, the proposal to dissolve the Society shall be submitted to the next general meeting which shall be held one month later. Notice of this meeting shall be given to all members of the Society 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 by hand of the Registrar and obtained upon application to him/her made in writing and signed by three of the office bearers.
- When the dissolution of the Society has been approved by the Registrar, no further action shall be taken by the Management Committee or any office bearer of the Society in connection with the aims of the Society other than to get in and liquidate for cash all the assets of the Society. Subject to the payment of all the debts of the Society, the balance thereof shall be distributed in such a manner as may be resolved by the meeting at which the resolution for dissolution is passed.
- INSPECTION OF ACCOUNTS AND LIST OF MEMBERS
The books of accounts and all documents relating thereto and a list of members of the Society shall be available for inspection at the registered office of the Society by any officer or member of the Society on giving not less than seven days notice in writing to the Secretary of Society.
Constitution and Regulations of the Kenya Society for Basic and Applied Pharmacology, as Discussed and Approved at the Meeting Held on Tuesday 2nd December 2008, at the School of Pharmacy, College of Health Sciences, University of Nairobi.
Chairperson: Prof. Anastasia N. Guantai Signature……………… Date……
Secretary: Dr. Paul M. Mbugua Signature…………………… Date……………