About

About KCA .

Founded in 2014, KCA is an Alliance of stakeholder organisations in Kilifi that aim to improve the economic, infrastructural, social, cultural, and environmental development activities in our county. Our community interests are in security, infrastructure- transport, water, electricity, medical care, schools, sanitation, planning, zoning, land rates, taxation, permits among others.

THE CONSTITUTION OF KILIFI COUNTY ALLIANCE
(A Public Benefit Organization Registered Under the Public Benefit Organization Act No. 18 of 2013)
DATED THIS ______________ DAY OF______________________ 2015

Contents
PART I– NAME...................................................................................................................................3
ARTICLE 1: NAME.............................................................................................................................3
PART II - OBJECTIVES ......................................................................................................................3
ARTICLE 2: MAIN OBJECTIVES .....................................................................................................3
ARTICLE 3: SPECIFIC OBJECTIVES ...............................................................................................3
ARTICLE 4: VALUES OF THE ALLIANCE....................................................................................4
PART III - MEMBERSHIP AND GOVERNANCE ........................................................................5
ARTICLE 5: MEMBERSHIP...............................................................................................................5
ARTICLE 6: THE EXECUTIVE COMMITTEE AND THE OFFICE BEARERS .........................7
ARTICLE 7: TERM OF OFFICE ........................................................................................................7
ARTICLE 8: DUTIES OF OFFICE BEARERS AND EXECUTIVE COMMITTEE MEMBERS..8
ARTICLE 9: DUTIES OF THE EXECUTIVE COMMITTEE .........................................................9
ARTICLE 10: BINDING AGREEMENT...........................................................................................9
PART IV – MEEETINGS AND QUORUMS..................................................................................10
ARTICLE 11: PROCEEDINGS OF THE EXECUTIVE COMMITTEE........................................10
ARTICLE: 12 PROCEEDINGS OF THE GENERAL MEETINGS...............................................10
ARTICLE 13: PROCEEDINGS AT EXTRAORDINARY GENERAL MEETINGS ...................13
ARTICLE 14: RESOLUTIONS IN WRITING ................................................................................14
ARTICLE 15: AUDITOR ..................................................................................................................14
PART IV – FUNDS AND RESOURCE UTILIZATION ...............................................................15
ARTILCE 16: SOURCE OF FUNDS AND ASSETS ......................................................................15
ARTICLE 17: INSPECTION OF ACCOUNTS AND LIST OF MEMBERS.................................16
PART IV - AMENDMENTS TO THE CONSTITUTION..............................................................16
ARTICLE 18: AMENDMENTS.........................................................................................................16
ARTICLE 19: DISSOLUTION ..........................................................................................................16
ARTICLE 20: INDEMNITY...............................................................................................................17
ARTICLE 21: ARBITRATION...........................................................................................................17
ARTICLE 22: INTERPRETATIONS.................................................................................................18
ARTICLE 23: SAVING ......................................................................................................................18

PART I – NAME
ARTICLE 1: NAME
The name of the Organization is Kilifi County Alliance (hereinafter referred as “The Alliance”).
PART II - OBJECTIVES
ARTICLE 2: MAIN OBJECTIVE
The main objective of the Alliance is to promote economic, infrastructural, social, cultural, and environmental development activities in the greater Kilifi area through active engagement with; the Residents of Kilifi County, the County Government of Kilifi, and the National Government.
ARTICLE 3: SPECIFIC OBJECTIVES
1. To represent, coordinate and facilitate a platform for Members to negotiate with public bodies and other stakeholders in achieving the highest level of development and public welfare within Kilifi County. To represent the interests of Members in community matters such as, but not limited to, security, infrastructure- transport, water, electricity, medical care, schools, sanitation, planning, zoning, land rates, taxation, and permits, endeavouring to coordinate, endorse and facilitate an environment desirable to investors while ensuring that the community is protected from exploitation.
2. To endeavour to promote good governance, and encourage harmonious relations between its members, the Kilifi Community, and all public and private bodies.
3. To endeavour to inform Members of relevant private and public laws governing delivery of services that directly affect Kilifi County to help them make informed decisions.
4. To engage with the County Government to assist in the implementation of the Constitution especially in respect to stakeholder participation in the formulation of
County policies and laws.

5. To endeavour to obtain representation on the various bodies established by the County Government within the framework of the law to ensure public participation and consideration.
6. To work together with the County Government as far as is practical on matters of common interest towards providing fair and equitable treatment for, and improving services offered to, the Kilifi County Community.
7. To engage and hire professional men and women and other staff and workers and to enter into agreements with such staff and workers with a view to making their services available to the Alliance and their Members.
8. To raise any money that may be required by the Alliance upon such terms as may be deemed advisable.
9. To invest the moneys of the Alliance not immediately required in any one or more modes of investment for the time being authorized by law for the investment of trust moneys, and in such manner as may from time to time be determined.
10. To purchase, take on lease or by any other means acquire any immovable property to act as an office for the Alliance, from where the administrative work of the Alliance may be undertaken.
11. To do all such other things as may be conducive or incidental to the attainment of the above objects.
ARTICLE 4: VALUES OF THE ALLIANCE
1. The objects of the Alliance are charitable and shall neither be profit-oriented nor political.

2. The income and property of the Alliance, howsoever derived, shall be applied solely towards the promotion of the objects of the Alliance, as set forth in the Constitution, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividends, bonus, profit or otherwise by way of profit, to any individual person except as remuneration for services rendered or expenses incurred as an officer or employee of the Alliance.

3. The Alliance shall not form any branches.

4. Transparency, Accountability, and Integrity shall be upheld by the Alliance at all times.

PART III - MEMBERSHIP AND GOVERNANCE
ARTICLE 5: MEMBERSHIP
a) Membership is open to any of the following:-
I. Self-help groups duly registered under the Local Authority/County Government;
II. Private and/or Public Companies duly registered under the Companies Act, Cap 486 Laws of Kenya;
III. Societies and Associations duly registered under the Societies Act, Cap 108 Laws of Kenya.
b) All such Organizations seeking membership to the Society shall be non-political in nature.
c) Every Member shall pay an annual subscription fee as may be determined by the Alliance from time to time, not later than sixty (60) days following the Annual General
Meeting (AGM).
d) The Executive Committee of the Alliance reserves the right to waive the annual subscription fee as it deems fit. Such waiver shall only be considered upon the Member making a written request for waiver to the Executive Committee stating reasons for the waiver.
e) Any member who falls into arrears with its annual subscription for more than two (2) months after the sixty (60) day payment grace period shall automatically cease to be a member of the Alliance and their name(s) shall be struck off the Register of Members.
The Executive Committee may, however, at its discretion, reinstate such member on payment of the total amount of subscription outstanding or waiver of payment by the Executive Committee.
f) Each Member shall pay such Annual Subscriptions and any other fees as may be determined at the Annual General Meeting from time to time.
g) No Member shall be entitled to vote at the Annual General Meeting if their subscription or other fees are not fully paid up and current.
h) Every application for membership by an Organization shall be made by completing a form as prescribed by the Executive Committee.
i) All applications will be vetted by the Executive Committee or a Committee duly constituted, which will make such report or recommendation for membership or otherwise as it deems fit. The application and recommendations of the Executive Committee or its Committee shall subsequently be reported at a General Meeting of the Alliance and shall appear on the agenda of the meeting at which it is to be reported. An applicant so accepted shall become a Member on payment of the annual subscription fee as may be determined by the Alliance from time to time.
j) If any such application is rejected, the Executive Committee shall convey the grounds for such rejection to the applicant who may then be allowed to re-apply for admission after having complied with any directives or requirements of the Alliance.
k) Any Organization, which has been accepted as a Member of the Alliance shall be bound by the Constitution, By-Laws, Regulations and Rules of the Alliance and the agreements entered into by the Alliance for the general benefit of the Residents of Kilifi County.
l) Any Member desiring to resign from the Alliance shall submit a resignation notice to the Secretary, which shall take effect within thirty (30) days of receipt by the Secretary of such notice.
m) Any Member may be expelled from membership if the Executive Committee so recommends and if a General Meeting of the Alliance shall resolve by a two-thirds majority of the Members present that such a Member should be expelled on the grounds that their conduct has adversely affected the reputation or dignity of the Alliance, or that it has contravened any of the provisions of the Constitution of the Alliance.
n) The Executive Committee shall have power to suspend a Member from its membership until the next General Meeting of the Alliance. Following such suspension, but notwithstanding such suspension, a Member whose expulsion is proposed shall have the right, through their appointed representatives to address the General Meeting at which their expulsion is to be considered.
o) Any Member who resigns or is expelled from membership shall not be entitled to a refund of its subscription fees or any part thereof of any moneys contributed any time.

ARTICLE 6: THE EXECUTIVE COMMITTEE AND THE OFFICE BEARERS
The Executive Committee of the Alliance shall direct the affairs of the Alliance on behalf of the Members. The Executive Committee shall consist of Office Bearers and Executive Committee Members.
The Office bearers shall consist of:
I. The Chairperson,
II. The Vice-Chairperson,
III. The Secretary,
IV. The Treasurer,
Together with no fewer than three (3), but no more than five (5) Committee members they shall form the Executive Committee.
All Office Bearers and Committee members shall be representatives of fully paid-up Members of the Alliance proposed, seconded and elected at the Annual General Meeting.
ARTICLE 7: TERM OF OFFICE
a) All Office Bearers and Committee members, shall hold office from the date of election for a two year term and shall be eligible for re-election where applicable.
b) No person shall occupy the same office for more than two (2) consecutive terms.
c) Any office bearer or Executive Committee member, who ceases to be a representative of a Member shall automatically cease to be an officer or Executive Committee member of the Alliance.
d) Office bearers and Executive Committee members may be removed from office in the same way as is laid down for suspension and expulsion of Members in Article 5 (m) and(n).
e) Vacancies thus created shall be filled by persons elected at the General Meeting resolving the expulsion.

ARTICLE 8: DUTIES OF OFFICE BEARERS AND EXECUTIVE COMMITTEE MEMBERS

a) Chairperson
The Chairperson shall, unless prevented by illness or other sufficient cause, preside over all meetings of the Executive Committee and oversee the day to day running of Alliance affairs.
b) Vice Chairperson
The Vice-Chairperson shall perform any duties of the Chairperson in his absence and shall be assigned roles and responsibilities by the Executive Committee from time to time.
c) Secretary
The Secretary shall oversee correspondence of the Alliance and be the immediate supervisor of the Executive Secretary employed by the Alliance to lead the Secretariat under the general supervision of the Executive Committee.
d) Treasurer
The Treasurer shall receive and disburse, under the directions of the Executive Committee, all moneys belonging to the Alliance and shall, with the assistance of the Secretary, issue receipts for all moneys received by him and preserve vouchers for all moneys paid by him. The Treasurer is charged with ensuring that proper books of account of all moneys received and paid by the Alliance are written up, preserved and available for inspection.
e) Executive Secretary
The Executive Secretary shall be an ex officio, non-voting employee of the Alliance.
He/she shall be responsible for:-
I. The overall running of the Alliance Secretariat;
II. Issuing notices convening all meetings of the committee and all General Meetings of the Alliance;
III. Keeping minutes of all such meetings and for the preservation of all records of proceedings of the Alliance and of the Executive Committee.
f) Executive Committee Members
The Executive Committee Members shall ensure accountability of the above office bearers. Members may be called upon by the Executive Committee to carry out various tasks where the office bearers are not available.
ARTICLE 9: DUTIES OF THE EXECUTIVE COMMITTEE

a) The Executive Committee shall be responsible for the implementation of the decisions of the Alliance and for conducting the affairs of the Alliance. The Executive Committee shall meet at least quarterly.
b) The Executive Committee shall have the power to appoint such sub-committees as it may deem desirable to prepare reports and make recommendations to them for action or to present to the Alliance at the next General Meeting.
c) All monies disbursed on behalf of the Alliance shall be in accord with a budget approved by the Alliance at a General Meeting.
d) The quorum for meetings of the Executive Committee shall be not less than Five (5) members.
Should a member of the Executive Committee resign or cease to be a member of the Committee for any other reason, the Executive Committee shall have the right to appoint an alternative, who shall hold office until the next Annual General Meeting, when he/she shall stand for election to the Executive Committee.
ARTICLE 10: BINDING AGREEMENT
a) The affiliation of any Member shall operate as an agreement binding such Member to abide by the By-Laws, Rules and Regulations of the Alliance and to accept and enforce all its decisions.
b) Any breach of this agreement or any conduct, which is in the opinion of the Executive Committee prejudicial to the interest of the Alliance, shall render such Member liable to suspension, expulsion, or such other penalty as the Executive Committee may in its discretion decide.

PART IV – MEEETINGS AND QUORUMS
ARTICLE 11: PROCEEDINGS OF THE EXECUTIVE COMMITTEE
a) At the written request of at least five (5) of the members of the Executive Committee, the Secretary must convene a meeting of the Executive Committee at any time.
b) The members of the Executive Committee may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit.
c) At every meeting of the Executive Committee a chairperson shall be appointed to chair the meeting.
d) Matters arising at any meeting of the Executive Committee have to be decided by a majority of votes of those present and eligible to vote and each such member shall have one (1) vote by a show of hands or ballot.
e) The chairperson has a second or casting vote only if he/she has exercised his/her deliberative vote.
f) All acts done by the Executive Committee and decisions taken by any meeting of the Executive Committee or a committee thereof or by any person acting as a member shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any member of such committee, or that any of them was disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member, whether of the Executive Committee or the committee or both as the case may be.
g) Subject to this Constitution, a resolution in writing, including through the medium of telefax and electronic mail, signed by all the serving members of the Executive Committee shall be as valid and effective as if it had been passed at a meeting of the Executive Committee duly called and constituted.
ARTICLE 12: PROCEEDINGS OF THE GENERAL MEETINGS
a) There shall be two (2) classes of General Meetings:-
I. Annual General Meetings and;
II. Extraordinary General Meetings.
b) The Annual General Meeting shall be held annually, not later than 31st March.
c) General Meetings of the Alliance shall consist of up to two delegates appointed by each Member, and all members of the Executive Committee.
d) Notice of the appointment of a delegate by a Member, must be received by the Executive Secretary of the Alliance not less than three (3) days before the date of the meeting at which the delegate is to act.
e) At any meeting of the Alliance, two (2) delegates may represent a Member provided
that:
I. No delegate shall represent more than one (1) Member;
II. Only one (1) delegate of a Member may exercise the vote to which the Member is entitled.
f) All questions concerning the appointment of delegates and their validity shall be decided by the Chairperson of the General Meeting.
g) The Chairperson may, at any General Meeting of the Alliance at which a quorum is present, and by consent of the members present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
h) When a General Meeting of the Alliance is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as previously mentioned it shall not be necessary to give notice of such adjournment or of the business to be transacted at such adjournment or of the business to be transacted at such adjourned meeting.
i) Each Member present at the meeting shall be entitled to one (1) vote.
j) Resolutions shall be decided by simple voting by a show of hands. In the case of equality of votes, the Chairperson shall have a second or casting vote.
k) Any motion put to the vote at any General Meeting of the Alliance shall be decided on a show of hands unless a ballot is demanded;
I. By the Chairperson of the meeting; or
II. By not less than thirty per cent (30%) of all persons present and entitled to vote at the meeting
l) A declaration by the Chairperson of the meeting that a motion has on a show of hands or ballot been carried, or carried unanimously, or carried by a particular majority, or lost, shall be the resolution of the meeting.
m) It shall be the prerogative of the meeting to allow observers and members of the media at any General Meeting of the Alliance.
n) If so allowed, such observers shall have no voting rights and shall not be entitled to speak at such meeting.
o) Notice in writing of an Annual General Meeting shall be sent to all members not less than twenty one (21) days before the date of the meeting.
p) The notice referred to in Article 12 (o) hereof may be given personally or by sending it by mail, e-mail, facsimile or other medium to the addressee’s last known address. Where a notice is sent by mail, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the same.
q) The term of the notice, referred to in Article 12 (o) hereof shall be exclusive of the day on which the notice is posted, and exclusive of the day on which the meeting mentioned in the notice is to be held.
r) The unintentional omission to give notice of an Annual General Meeting of the Alliance to, or the non-receipt of such notice by, any Member or person entitled to receive notice shall not invalidate the proceedings at that meeting.
s) The notice for such meeting shall state the place, the day and time of the meeting and the business to be transacted thereat which shall include the following;
I. Minutes of the previous Annual General Meeting and of any other General Meeting held since then.
II. Copies of the Annual Report of the Chairperson of the Executive Committee, the Alliance’s Audited Balance Sheet and Statement of Accounts of the preceding financial year, provided that copies of these are furnished to all Members of the Alliance at least seven (7) calendar days before the date fixed for such meeting.
t) The business to be transacted at the Annual General Meeting shall be:
I. To confirm the minutes of the preceding Annual General Meeting and of any other General meeting since;
II. To receive and consider for adoption the Chairperson’s Report for the past year;
III. To receive and consider for adoption the Alliance’s Audited Balance Sheet and
Statement of Accounts for the past year;
IV. Election of Office Bearers and Executive Committee members (if necessary in accordance with Article 7 (b), (e), provided that such candidates for election have been proposed and seconded by Members in writing to the Secretary at least seven (7) days prior to the date of the Annual General Meeting;
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V. To appoint an Auditor or Auditors for the Alliance pursuant to Article 14;
VI. To consider and pass, with or without modification, such matters as the Executive Committee may decide or any resolutions concerning the affairs of the Alliance, of which proper written notice to the Executive Secretary of at least fourteen (14) days prior to the date of the Annual General Meeting is given, save that all matters of finance shall be referred to the Executive Committee for the final decision;
VII. To consider and pass, with or without modification, any resolution adding to rescinding or amending, any part of the Constitution, of which due and proper written notice to the Executive Secretary of at least fourteen (14) days prior to the date of the Annual General Meeting is given.
u) For all meetings held, the Executive Secretary will write up and distribute the minutes to all Members, whether present or not, at the meeting within two weeks of the meeting.
v) Quorum for General Meetings shall be not less than fifty one percent (51%) of the registered Members of the Alliance.
ARTICLE 13: PROCEEDINGS AT EXTRAORDINARY GENERAL MEETINGS
a) An Extraordinary General Meeting may be called for any specific purpose by the
Executive Committee. Notice in writing of such meetings shall be sent to all Members not less than twenty one (21) days before the date thereof by the Secretary.
b) An Extraordinary General Meeting may also be requisitioned for a specific purpose by order in writing to the Secretary of not fewer than five (5) Members. Such meetings shall be held within thirty (30) days of the date of the requisition, upon confirmation by the Chairperson.
c) For all Extraordinary General Meetings to be held, the Secretary, in consultation with the Executive Committee (and any persons who may have required that the meeting be called) will write up and distribute a draft agenda for the meeting before the meeting commences.
d) At all Extraordinary General Meetings of the Alliance, the Chairperson, or in his/her absence, the Vice-Chairperson, or in the absence of both these officers, an Executive Committee member selected by the Executive Committee, shall chair the meeting.
e) The Chairperson may at his/her discretion limit the number of persons permitted to speak in favour of or against any motion.
f) Notice of a motion to consider and to pass a resolution must reach the Executive Committee not later than twenty one (21) calendar days prior to the date of the meeting at which such motion will be considered. A copy whereof must be submitted to all Members of the Alliance and to all persons entitled to receive notice and to attend and to vote at a General Meeting not later than fourteen (14) calendar days prior to the meeting at which the motion will be considered.
ARTICLE 14: RESOLUTIONS IN WRITING
A resolution in writing, signed by all persons for the time being entitled to receive notice of and to attend and vote at the General Meeting of the Alliance shall be as valid and effective as if the same had been passed at a General Meeting of the Alliance duly convened and held.
ARTICLE 15: AUDITOR
An Auditor shall be appointed for the following year at the Annual General Meeting.
a) All the Alliance’s accounts, records and documents shall be opened to the inspection of the Auditor at any time.
b) The Treasurer shall produce an account of his receipts and payments and a statement of assets and liabilities made up to a date which shall not be fewer than six weeks and not more than three months before the date of the Annual General Meeting.
c) The Auditor shall examine such annual accounts and statements and either clarify that they are correct, duly vouched and in accordance with the law or report to the Alliance in what respect they are found to be incorrect, un-vouched, or not in accordance with the law.
d) A copy of the Auditor's report on the accounts and statements together with such accounts and statements shall be furnished to all members prior to the Annual General Meeting.
e) An Auditor may be paid such honorarium for his duties as may be resolved by the Annual General Meeting appointing him.
f) No Auditor shall be an office bearer or a member of the Executive Committee of the Alliance. An Auditor affiliated to any Member of the Alliance must disclose the same to the Executive Committee upon their appointment.

PART IV – FUNDS AND RESOURCE UTILIZATION
ARTILCE 16: SOURCE OF FUNDS AND ASSETS
a) The funds of the Alliance shall be obtained from membership fees and from contributions/ donations, grants sale of assets etc. The funds of the Alliance may only be used for the essential administration of the Alliance and/or in strict pursuance of the objects of the Alliance.
b) One or more account(s) shall be maintained in the name of the Alliance in a bank or banks approved by the Executive Committee. All monies and funds shall be received by and paid to the Treasurer who shall deposit them in the Alliance’s bank account(s).
c) Any building, financial or legal commitment of the Alliance will require the vote of two thirds (2/3) or more of the Executive Committee.
d) 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 signatories who shall be appointed by the Executive Committee.
e) A sum not exceeding Kenya Shillings Twenty Thousand (Kshs. 20,000/=) every Month or such other amount as may be determined by the Alliance in a General Meeting, may be kept by the Treasurer for petty disbursements of which proper account shall be kept.
f) 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 Alliance and shall have power to appoint another person in his place.
g) Such suspension shall be reported to an Extraordinary General Meeting to be convened on a date not later than two (2) months from the date of such suspension and the Meeting shall have full power to decide what further action should be taken in the matter.
h) The financial year of the Alliance shall be from 1st January to 31st December of every year or such other time as the Executive Committee may from time to time determine.

ARTICLE 17: INSPECTION OF ACCOUNTS AND LIST OF MEMBERS
The books of accounts and all documents relating thereto and a list of members of the Alliance shall be available for inspection at the registered office of the Alliance by any officer or member of the Alliance on giving not less than seven (7) days’ notice in writing to the Alliance.
PART IV - AMENDMENTS TO THE CONSTITUTION
ARTICLE 18: AMENDMENTS
a) Amendments to the Constitution of the Alliance must be approved by at least a two thirds (2/3) majority of members at an Annual General Meeting.
b) They cannot, however, be implemented without the prior consent in writing of the Registrar is obtained upon application to him made in writing and signed by three (3) office bearers and resolved by the Executive Committee.
ARTICLE 19: DISSOLUTION
a) The Alliance shall not be dissolved except by a resolution passed at a General Meeting of members by a vote of two-thirds (2/3) of the members present.
b) The quorum at same meeting shall be as shown in Article 12 (v).
c) If no quorum is obtained, the proposal to dissolve the Alliance shall be submitted to a further General Meeting, which shall be held one (1) month later.
d) Notice of this meeting shall be given to all members of the Alliance at least twenty one (21) days before the date of the meeting.
e) The quorum for this second General 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 (3) of the office bearers and resolved by the Executive Committee .
f) When the dissolution of the Alliance has been approved by the Registrar, no further action shall be taken by the Executive Committee or any office bearer in connection with the objects of the Alliance other than to liquidate for cash all the assets of the Alliance.
g) Subject to the payment of all the debts of the Alliance, the remaining balance thereof shall be distributed to a charity or charities with similar objectives as may be chosen at the General Meeting.
ARTICLE 20: INDEMNITY
The members of the Executive Committee, all committees and all officials and employees of the Alliance for the time being and its Executors and Administrators shall be and are indemnified out of and from the funds and property of the Alliance from and against all losses, charges, costs, damages and all and every other expense and liability they may incur or be put to concerning or about the execution of their respective duties and actions for and on behalf of the Alliance, and none of them shall be held answerable or deemed to be in any way responsible for any act or default of the one or other of them or for any deficiency or insufficiency of any title or security whatsoever taken by the Alliance; nor shall any of them be liable for any loss occasioned by any banker or other person with whom moneys or securities of the Alliance may be deposited or to whom it may be entrusted for safe custody, invested or otherwise placed; nor for any loss, misfortune or damage which may happen to take place in the execution of their respective offices or as a result thereof, provided however, that any such loss, misfortune or damage be not occasioned by fraud, wilful default, gross negligence or mala fides.
ARTICLE 21: ARBITRATION
Whenever any disputes or differences or question arises between the Alliance on one hand and any of the members or other persons (hereinafter collectively referred to as “the Parties”) touching on the construction, meaning or effect of this Constitution or any cause or thing therein contained or the rights or liabilities of the said parties respectively or any of them under this Constitution or otherwise howsoever in relation to the Constitution then every such dispute or question shall be referred to arbitration by a single arbitrator appointed by agreement between the parties and in default of such agreement by the Chairperson for the time being of the Chartered Institute of Arbitrators (Kenya Branch) in accordance with and subject to the provisions of the Arbitration Act (Chapter 49) of the Laws of Kenya or any statutory modification or re-enactment thereof for the time being in force. The procedure to be followed shall be agreed by the Parties. In the event of default by either Party in respect of any procedural order made by the Arbitrator, the Arbitrator shall have power to proceed with the arbitration in the absence of that Party and to deliver his award.

ARTICLE 22: INTERPRETATIONS
The interpretation of this Constitution and all By-Laws, Regulations or Rules made hereunder shall rest entirely with the Alliance’s Executive Committee, whose interpretation upon approval by at least two thirds (2/3) majority of members at a General Meeting, shall be final and binding on all Members of the Alliance.
ARTICLE 23: SAVING
If any case should occur which, in the opinion of the Executive Committee is not provided for by this constitution, it shall be determined by the Executive Committee whose decision shall be made in such manner as it deems just, expeditious, proportionate and affordable to the parties but also subject to approval by at least two thirds (2/3) majority of members at a General Meeting.
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