Constitution |

ASSOCIATION OF ENERGY PROFESSIONALS (EASTERN AFRICA) CONSTITUTION AND BY-LAWS

NAME

The name of the Association shall be THE ASSOCIATION OF ENERGY PROFESSIONALS (EASTERN AFRICA).

DEFINITIONS

In this Constitution the following words and phrases shall have the meanings ascribed to them, namely;

“Association” means the Association of Energy Professionals (AEP), an affiliate/chapter of the Association of Energy Engineers (AEE).

“Branch office” means other offices other than the “principal office” as may from time to time be designated by the Executive Committee of the Association.

“Constitution” means the Constitution of the Association for the time being in force. Unless the context otherwise requires words implying the singular number are extended to include the plural and vice versa and words implying persons include corporations.

“Energy Industry” or “Industry” includes but is not limited to activities involved in energy conservation and utilization of energy sources including consumer, generation, transmission, distribution, manufacturer, businessperson and consultant.

“Member in good standing” means a member of the Association of Energy Professionals who has paid dues within sixty (60) days of his/her renewal date.

“Principal Office” means the office of the Association which shall be situate in Nairobi, Kenya.

“Recorded Address” means either a physical address or an email address.

OBJECTS

The objects of the Association are:

To promote efficiency and conservation in all aspects of the energy industry and areas of jurisdiction of the association
To promote the scientific and educational interests of those engaged in the energy industry.
To foster cooperative action in advancing by lawful means the common purposes of its members, and promote activities designed to enable the industry to be conducted with the greatest economy and efficiency.
To afford due consideration to and expression of opinion upon questions affecting the industry and to hold meetings for the presentation and discussion of technical papers.
To cooperate with other industries and organizations.
To conduct or engage in all lawful activities in furtherance of the foregoing purposes or incidental thereto.
To publish, to conduct trade shows and any other activity which promotes the dissemination of scientific and educational information of those engaged in the energy industry.
To affiliate with and promote the objectives of the Association of Energy Engineers.
To uphold the highest standards of professionalism in energy management.
To communicate effectively with the public in creating awareness of the importance of managing energy.
To promote training and capacity development of the professionals interested in careers in energy management.
To Implement and uphold the highest level of ethics in the practice of energy management
To spearhead research in the field of energy efficiency, renewable energy and energy management
To facilitate exchange programmes with international bodies involved in energy management
To formulate Rules and Regulations to be adhered to by the members for purposes of attaining the stated objects of the Association.

The Association is nonpolitical with the aim of promoting good practices in the energy industry.

MEMBERSHIP

There shall be seven classes of members of the Association as identified and describe below:

Corporate Member- shall be a corporation, firm or institution actively engaged in consulting, generation, transmission and distribution of energy, training and teaching of energy management, manufacturing of energy related products or services or which endorses the policies of the Association.
Ordinary Members shall be any person who is registered with a professional body or Engineers or Architects. In addition, persons who are qualified by experience or related degree may petition the Association in writing for admission as ordinary members.
Associate Member shall be any person who is interested in the objectives of the Association but who does not fully qualify to be admitted as an ordinary member.
Graduate member shall be any person who possesses a degree in Engineering or Architecture and is in the process of obtaining registration with the relevant professional body.

Upon being so registered, the Graduate member may petition the Association in writing to be admitted as an Ordinary Member.

Student Member shall be a full time student enrolled for a university course upon completion of which he/she will be entitled to join a professional body of engineers or architects.
Honorary Life Member shall be any Corporate Member or Ordinary Member who wishes to show his or her support by paying a lump sum due for the life dues requirements. This category of members shall be limited to a number determined by the Executive Committee.
Retired Member shall be an individual retired from full-time employment in industry who wishes to be an active participant in the activities of the Association.

Admission of members – Any person, firm or corporation eligible to membership under these bylaws may submit a written application to the Association for consideration. The Application shall clearly state the class of members the applicant seeks to join. The Executive Committee shall scrutinize the application and may admit the member to the class specified; or inform the member in writing that his application the application has been unsuccessful; or advise the applicant to seek to join another class of members. A successful applicant shall be issued with a certificate of membership and shall have his/her/its name entered in the register of Members.
The power of admission of members of the Association shall subject to the provisions of this Constitution be vested in the Executive Committee whose decision shall be final.
Membership fees: The Members shall pay two types of fees which shall be:

Entrance/transfer fee” payable upon being admitted as a member or upon being allowed to transfer from one class of members to another. Provided always that a Member transferred from one class to another shall pay an amount equal to the entrance fee of the class to which he has been transferred less any entrance fee previously paid by him/her.
Annual subscription fee payable on or before the 15th day of the month of January of each calendar year.

The entrance fee and the annual subscription for each class of members shall be the amount specified in the table below:

Class of Members	Entrance Fee (Kenya Shillings)	Annual Subscription (Kenya Shillings)
Corporate	5,000/=	10,000/=
Ordinary	1,200/=	2,000/=
Associate	1,200/=	2,000/=
Graduate	1,200/=	1,500/=
Student	500/=	500/=

Life Members: Any Corporate, Ordinary or Associate Member may compound his annual subscription for life by paying ten (10) times the appropriate annual subscription.
The annual subscriptions shall fall due upon admission and thereafter on the 1st Day of January of each succeeding year unless the Member has compounded the subscription into life membership as provided in the preceding clause. Any Member who transfers from one class to another after paying the annual subscription prescribed for the class of members he or she is transferring from shall be required to pay the subscription at the full rate prescribed for the class he/she has transferred to and that subscription shall cover the remainder of that calendar year as well as the succeeding year.
Proration of subscriptions: A member of any class admitted before the first day of July in any year shall pay the annual subscription for that calendar year. A member admitted on or after the 1st day of July in any year shall for that calendar year pay 50% of the requisite annual subscription, provided that if the member concerned is admitted in the last two months of any calendar year and opts to pay his first subscription at the full annual rate, that subscription shall be deemed to cover the remainder of that calendar year as well as the succeeding year.
Honorary Life Founder Members: Any corporate, ordinary or associate member may apply to be a Gold, Silver or Bronze Honorary Life Founder by paying the amounts tabulated below within the first 12 months from the date the Association is duly registered Member.
Honorary Life Members: Any corporate, ordinary or associate member may apply to be a Gold, Silver or Bronze Honorary Life Founder by paying the amounts tabulated below.

	Gold	Silver	Bronze
Corporate	1,000,000/=	500,000/=	250,000/=
Individual Ordinary or Associate members	50,000/=	25,000/=	12,500/=

All subscriptions and fees paid by any member shall be nonrefundable.
Any member other than a Life Member or Honorary Life Founder Members may resign his membership by giving written notice to the Executive Committee at least three months before the 31st Day of December in any year. All rights, privileges, and interests of a member in the Association shall cease on the termination of membership.
Suspension and expulsion of a member- The Executive Committee shall have power by resolution carried by a majority of two thirds of those personally present and voting at a meeting of the Executive Committee to suspend or cancel the membership of any Member after giving such Member a reasonable opportunity of being heard at the meeting and shall not be obliged to give any reason for its decision. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws or any lawful rule or practice duly adopted by the Association, or any other conduct prejudicial to the interests of the association.
Cessation of Membership- If any Member shall become de-registered from a professional body on account of whose membership he qualifies to be a member of the Association, die, become insane or a lunatic or shall be adjudged bankrupt or being a corporate shall go into liquidation whether compulsory or voluntary or being a partnership shall be dissolved, such Member shall ipso facto cease to be a Member of the Association.
Any person who by resignation or otherwise shall cease to be a Member shall nevertheless remain liable for and shall pay to the Association any sums which at the time of his ceasing to be a Member may be due from him to the Association and he shall not be entitled to any refund in respect of any unexpired portion of his subscription for the year in which he ceases to be a Member
The rights and privileges attached to any class of

Membership may be modified abrogated or varied with the consent in writing of three fourths (75%) of the Members of that class with the sanction of an extraordinary resolution passed at a General Meeting of the Association. This Article is not by implication to curtail the power of modification which the Association would have if the Article were omitted.

The Executive Committee may at any time if it thinks fit increase or decrease the fees due from members under this constitution.
No Ordinary Member shall be entitled so long as his subscription is in arrear to exercise or enjoy any of the rights of Membership or to vote.
Members who fail to pay their dues within thirty (30) days from the time the same become due shall be notified by the secretary, chief staff executive or other officer designated for such purpose by the Executive Committee. In the case where amounts due remain unpaid for more than thirty (30) days the member shall, without further notice and without hearing, be dropped from the register of members and thereupon forfeit all rights and privileges of membership. The Executive Committee may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member who shows good cause.
Voting – Members shall exercise voting rights in General

Meetings over matters placed before them by the Executive

Committee. Such matters shall include but are not limited to passing resolutions, electing office bearers etc.

Office Bearers

(i) The office bearers of the Association shall be:

President
Vice-President
Secretary
Assistant Secretary
Treasurer
Head of Capacity Building Committee
Head of Registration & Membership Committee
Head of Operations Committee

all of whom shall be fully paid up members of the Association and shall be elected at the annual general meeting except for the Interim office bearers who shall remain in office from the day the Association is Registered until the first annual general meeting is held. The interim period before the first elections under this constitution shall not be reckoned in determining the number of terms a particular official has served. Further, the Vice President shall automatically accede to the office of the president after Three (3) years of service unless he or she elects otherwise.

(ii) The Executive Committee shall appoint at least three office bearers to constitute a Nominating and Elections Committee which will vet and present candidates for each of the offices of the Association. The names of the nominated candidates shall be mailed to each member at his last recorded address at least thirty (30) days prior to the annual meeting.

(iii) Election shall be by secret ballot and the candidate who garners a simple majority of votes cast shall be declared the elected official for the post he or she vied for provided there is quorum present (cf clause 10 (iv)).

(iv)In vetting and selecting candidates, the Nominations and Elections Committee shall follow a procedure which will ensure that the candidates selected represent as far as possible the distribution of members of the Association among the broad categories of interests within the Association.

(v) Independent nominations may be sent to the secretary at least Sixty (60) days prior to the annual meeting. The independent nomination must be supported by at least three members in good standing.

(vi)Elected officers shall take office thirty (30) days after election and shall serve for a term of Three years and until his or her successor is duly elected. The Secretary and Treasurer may be re-elected but shall only serve a maximum of two terms of Three years each.

(vii) Heads of Committees shall serve for a maximum of two terms of three years each.

(viii) Any office bearer who ceases to be a member of the association shall automatically cease to be an office bearer thereof.

DUTIES OF OFFICE BEARERS

(i) President

The President shall, unless prevented by illness or other sufficient causes preside over all meetings of the Executive Committee and at all General Meetings. The president shall also perform all other duties usually associated with the office of the president.

(ii) Vice President (President Elect)

The Vice-President shall perform all the duties of the President in his or her absence and shall perform any other duties as requested by the President. The Vice-President shall automatically succeed to the office of the President after a three-year term.

(iii) Secretary

The Secretary shall deal with all the correspondence of the Association under the general supervision of the Executive Committee. In cases of urgent matters where the Executive Committee cannot be consulted, he/her shall consult the President or if he/her is not available the Vice President. The decision reached shall be subject to ratification or otherwise at the next meeting of the Executive Committee. The Secretary shall issue notices convening all meetings of the Executive Committee and all General Meetings and shall be responsible for keeping the minutes and for the preservation of all records of proceedings of the Association and of the Executive Committee.

(iv) Assistant Secretary

In the absence of the Secretary he/her shall perform all the duties of the Secretary and such other duties as shall be assigned to him/her by the Secretary or the Executive Committee whether the Secretary is present or not.

(v) Treasurer

The Treasurer shall receive and also disburse under the directions of the Executive Committee all the money belonging to the Association and shall issue receipts for all the moneys received by him/her and preserve vouchers for all the money paid by him/her. The Treasurer is responsible to the Executive Committee and to the members that proper books of accounts of all moneys received and paid by the Association are written and preserved for inspection. The Treasurer shall also be responsible for reviewing financial transactions of the Association and supervising the work of any accountant or accounting firm engaged by the Association.

(vi)Heads of sub-committees.

The duties head shall be jointly reviewed by the outgoing and incoming heads of each committee.

The Executive Committee: Composition and Proceedings

(i) The Executive Committee shall exercise supervision, control and direction of the affairs of the Association.

(ii) The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and any pertinent head of a subcommittee invited for a particular meeting.

(iii) Executive Committee Meetings. Except that the Executive Committee shall have a regular meeting at the time and place of the annual general meeting, the Executive Committee shall meet at least every quarter and at any other time upon call of the President at such times and places as he may designate.

(iv)The quorum of Executive Committee meetings. Fifty percent (50%) of the whole membership of the Executive Committee shall constitute a quorum at any meeting of the Committee. If the quorum is not achieved at any meeting, the members present shall adjourn from time to time until a quorum is reached

(v) Absence. If a Committee Member is absent from three (3) consecutive meetings without having informed the Committee and the reasons for the absence are deemed insufficient by the Committee, then the Member shall automatically vacate his/her office

(vi)Compensation. Committee Members shall not receive any compensation for their services. However the Executive Committee may by resolution authorize reimbursement of expenses incurred in the performance of their duties.

(vii) Resignation or removal – Any Committee Member may resign at any time by giving written notice to the president or to the secretary, or to the Executive Committee. Such resignation shall take effect at the time specified in the notice, or, if no such time is specified, at the time of acceptance thereof as determined by the President of the Executive Committee. Any Committee Member director may be removed by a two thirds vote of all directors at any regular or special meeting.

(viii) Vacancies – Any vacancies that may occur on the Executive

Committee by reason of death, resignation, or otherwise may be filled by the remaining members of the Executive Committee for the unexpired term. Persons appointed to fill casual vacancies by the Executive Committee shall automatically be nominated as candidates in the succeeding election unless they elect otherwise.

Duties of the Executive Committee

(i) The Executive Committee shall be responsible for the management of the Association and for the purpose may give directions to the office bearers as to the manner in which within the law they shall perform their duties. The Executive Committee shall have power to appoint sub-committees as it may seem desirable to make reports to the Executive Committee upon which such action shall be taken as seems to the Executive Committee desirable.

(ii) The Executive Committee may employ a salaried Executive Director to undertake the day to day administration and management of the Association. The Executive Director shall be directly responsible to the executive Committee. Subject to approval of the Executive Committee, the Executive Director shall employ and may terminate the employment of other salaried members of staff employed to carry on the work of the Association. He shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Executive Committee.

(iii) All the money disbursed on behalf of the Association shall be authorised by the President in the consultation of the Executive

Committee.

Sub-Committees

(i) The president, subject to the approval of the Executive Committee, shall annually appoint such standing and special subcommittees as may be required by the bylaws or as he may deem necessary.

(ii) Nominations and Elections Committee. During the month of April of each year, the Executive Committee shall appoint a nominating committee of three (3) persons from among the office bearers to nominate candidates for office. The committee shall notify the secretary, in writing, at least thirty (35) days before the date of the annual meeting, of the names of the candidates it proposes, and the secretary shall mail a copy thereof to the last recorded address of each member at least twenty (30) days before the annual meeting. The nominations and Elections Committee shall also supervise and conduct the elections during the Annual General Meeting. The Chair person may be designated a Returning officer for the annual elections if the President deems it fit and in case this is not the case, the outgoing President shall be the Returning officer.

Meetings of the Association

(i) Annual General Meeting- There shall be an annual general meeting of the Association during the month of June, unless otherwise ordered by the Executive Committee, for election of Office Bearers, for receiving the annual reports, and for the transaction of other business. Notice of such meeting (including time and place), signed by the secretary, shall be mailed to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting.

(ii) Regular. Regular meetings of the chapter shall be held on the last Thursday of each month. Notice of time and place shall be mailed to each member at his last recorded address at least ten (10) days in advance of each meeting.

(iii) Special meetings of the Association may be called at any time by the President or the executive Committee. At least 10 days’ notice of time and place shall be mailed to each member at his last recorded address

(iv) Quorum – Two-thirds of association members in good standing present at an Annual General meeting of the chapter shall constitute a quorum, and, in case there be fewer than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present. The quorum for a Special General Meeting shall be one-third of association members in good standing. In the absence of a quorum, the office bearers are empowered to act for the chapter.

(v) The order of business may be altered or suspended at any meeting by a majority vote of the members present.

(vi) Any Member who desires to bring forward any business or to propose any Motion at any General Meeting shall forward particulars of such business or a copy of such Motion to the Secretary of the Association at least 14 (fourteen) days before the date fixed for the meeting and such matter shall at the discretion of the Executive Committee be place before the general meeting as “other business”.

(vii) The President or in his absence the Vice President or any other member of the Executive Committee as agreed by members once a quorum has been established shall take the Chair at every General Meeting or if at any meeting no one of them shall be present within fifteen (15) minutes of the time for which the meeting was convened and willing to act as

Chairperson the Members present shall choose a Member of the

Executive Committee as Chairperson and if no Member of the

Executive Committee be present or if all the Members of the

Executive Committee present decline to take the Chair then the Members present shall choose one of their number to be Chairperson.

(viii) Every question submitted to a General Meeting shall in the first instance be decided by a show of hands but any Corporate, Ordinary or Associate Member may demand a poll which shall be taken then or at such subsequent time as the Chairperson shall determine and the result of the voting at the poll shall be deemed to be the decision of the meeting at which the poll was demanded.

The demand for a poll may be withdrawn. Student Members, Graduate

Members and Retired Members shall not have a vote either on a show of hands or at a poll.

(ix) No objection shall be made to the validity of any vote except at the meeting at which such vote shall be tendered and every vote not disallowed at such meeting by the Chairman shall be deemed valid

Mail Vote

(i) Whenever, in the judgment of the Executive Committee, any question shall arise which it believes should be put to a vote of the active membership,’ and when it deems it inexpedient to call a special meeting for such purpose, the Executive Committee Members may submit such a matter to the membership in writing by mail or electronic mail (e-mail) for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail or e-mail within 30 days(or such lesser time specified in the committee) after such submission to the membership. Any and all action taken in pursuance of a majority mail vote in each case shall be binding upon the Association in the same manner as would be action taken at a duly convened meeting.

TRUSTEES
i) All land building and immovable property and all investments and securities which shall be acquired by the Association shall be vested in the names of not less than 3 Trustees who shall be members of the Association and shall be appointed at the Annual General Meeting for a period of three years. On retirement such Trustees shall be eligible for re-appointment. A General meeting shall have 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.
ii) 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 Trustee to the Executive Committee which shall authorize expenditure of such moneys as it thinks fit.
AUDITOR
i) An auditor shall be appointed or reappointed for the following year by Annual General Meeting. All the Association’s accounts records and documents shall be open to the inspection of the audit at any time. The Treasurer shall produce an account of his receipts and payments and a statement of assets and liabilities made up to date which shall not be less than six weeks and not more than three months before the date of Annual General Meeting.

The auditor shall examine such annual accounts and statements and either certify that they are correct duly vouched and in accordance with the law or report to the Association in what respect they are found to be incorrect unvouched or not in accordance with the law.

ii) 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 duties as may be resolved by the Annual meeting appointing him.

iii) No auditor shall be an office bearer or a member of the Executive Committee of the Association.

FUNDS
i) The funds of the Association may only be used for the following purposes:
To achieve any of the objects of the Association;
To remunerate the Auditors.

Provided always that the Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Association.

ii) All moneys and funds shall be received by and paid to the

Treasurer and shall be deposited by him in the name of the

Association in any bank or banks approved by the Executive

Committee.

iii) No payments shall be made out of the bank account without a resolution of the Executive Committee authorizing such payment and all cheques on such bank account shall be signed by the

Treasurer, President and/or Secretary.

iv) A sum not exceeding Kshs.25,000/- may be kept by the Treasurer for petty disbursements of which proper account shall be kept.
v) The Executive 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 Association 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 thereof and the General Meeting shall have full power to decide what further action should be taken in the matter.

vi)The financial year of the Association shall be from 1st January to 31st December.

BRANCHES
i) The Association may form branches in other countries in Eastern

Africa and such branches shall be duly registered as Societies or similar associations in the respective countries.

ii) The Association may also have branches in any County in Kenya where there are more than 20 Energy professionals willing to form and organize the branch.
Seal
i) The Association shall have a seal of such design as the Executive Committee may adopt.
ii) The seal shall be affixed on official documents of the association in the presence of Treasurer, President and/or Secretary who shall countersign the document.
Indemnification

The Association may, by resolution of the Executive Committee, provide for indemnification by the Association of any and all of its office bearers or former office bearers or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been office bearers or officers of the Association, except in relation to matters as to which such office bearer or officer or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

Dissolution
i) The society shall not be dissolved except by a resolution passed at the general meeting of members by a vote of two-thirds of members present. The quorum at the meeting shall be the quorum specified for an Annual General Meeting as shown In rule 10 (iv). If no quorum is obtained, the proposal to dissolve the Association shall be submitted to a further general meeting which shall be held one month later. Notice of this meeting shall be given to all members of the Association at least 14 days before the meeting. The quorum for this second meeting shall be the number of the members present.
ii) Provided however that no dissolution shall be effected without prior permission in writing of the register, obtained upon application to him made in writing and signed by three of the office bearers.

iii) When the dissolution of the Association has been approved by the registrar, no further action shall be taken by the committee or any office bearer of the Association in connection with the aims of the Association other than to get in and liquidate for cash all assets of Association. Subject to the payment of all the debts of the Association, the property and investments of the Association shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Executive Committee.

INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

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

ARBITRATION
a) Any dispute arising between any member and the Association which cannot be settled by direct negotiations in due time shall be referred to Arbitration under the auspices of the Chartered Institute of Arbitrators (Kenya Chapter) and in accordance with the provisions of the Arbitration Act, Chapter 49 Laws of Kenya. The said dispute shall be referred to two arbitrators, one of whom shall be chosen by each party and to an umpire who shall be chosen by the two arbitrators within sixty (60) days of being requested to do so by either party.
b) Each party shall nominate its own arbitrator within sixty (60) days after the delivery of a request so to do by the other party, failing which its arbitrator may at the request of the other party be appointed by the Chairman for the time being of the Chartered Institute of Arbitrators (Kenya Chapter). In the event of the arbitrators failing to agree upon an umpire, the Chairman of the Chartered Institute of Arbitrators (Kenya Chapter) may appoint an umpire at the request of the arbitrators or either of them.
c) The decision of the arbitrators or, in case of a difference of opinion between them, the decision of the umpire shall be final and binding on both parties. The decision shall specify an adequate period of time during which the party against whom the decision is given shall conform to the decision and that party shall be in default only if that party has failed to conform to the decision prior to the expiry of that period and not
Amendments

Amendments to the constitution of the Association must be approved by at least a two-thirds majority of members at a general meeting of the Association. They cannot however, be implemented without the prior consent of the register, obtained upon application to him made in writing and signed by three of the office Bearers.