THE CONSTITUTION

OF

THE KENYA MATHEMATICAL SOCIETY

(KMS)

( )
Amended August 19, 1988

PREAMBLE

WE, the Mathematicians in Kenya,

RECOGNIZING the benefits to be gained through the sharing of scientific knowledge,

mathematical ideas and technical skills among mathematicians, other sci-
entists and the public throughout Kenya.

REALIZING that these benefits can best be achieved by cooperation among all indi-
viduals and institutions concerned with the development of mathematics
and related fields in Kenya, regionally and internationally,

HEREBY DECLARE that there shall be in Kenya a scientific non-political society to be known as
the Kenya Mathematical Society (KMS) to act and function in accordance
with the provisions of this Constitution.

Chapter I -- Name

Article 1

The name of the Society shall be the KENYA MATHEMATICAL SOCIETY (KMS), in this
constitution referred to as “the Society”.

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 Chapter II -- Aims and Objects

Article 2

The Society shall:

1. Engage in non-political professional activities related to Mathematics.

2. Promote teaching, research and application of Mathematics and related sciences in

Kenya.

3. Interact with other mathematicians regionally and internationally.

4. Provide a forum for discussion and cooperation -among mathematicians and other re-
lated professionals and associations dealing with Mathematics in Kenya.

5. Disseminate information on scientific and technical research in order to promote the

public understanding of the role and potential of Mathematics.

6. Form branches in Kenya, whenever it is desirable to do so in order to ensure that interest

in mathematics is stimulated and maintained throughout Kenya.

Chapter III -- Activities

Article 3

The Society seeks to achieve its objects through a programme of activities which may be
organised by the Society itself or by the Society in cooperation with other organisations
working in related areas at the national, regional and international levels.

Article 4

The activities of the Society will include:

1. Organization of seminars, symposia, workshops and contests in various areas of Math-

ematics.

2. Education of the public at large on the role and significance of Mathematics.

3. Exchange of personnel and information in the field of Mathematics between Kenyan

institutions and other institutions regionally and internationally.

4. Establishment of working links with other related professional organisations.

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 5. Establishment of news letters and journals to provide appropriate forums for the ex-
change of information.

6. Preparation and maintenance of a directory of individuals, institutions and organizations

working in Mathematics and related fields in Kenya, and their research interests and
projects.

Chapter IV -- Membership

Article 5

Membership of the Kenya Mathematical Society shall be open to any person engaged in
teaching, research, development or application of Mathematics in Kenya, and to any other
person or institution interested in and supportive of the aims and objects of the Society.

Article 6

The following shall be the categories of membership:

1. Full membership: Has full voting rights and may be granted to a person engaged in
teaching, research, development or application of Mathematics in Kenya.

2. Honorary membership: Has no voting rights and may be granted to a person upon
nomination by the Executive Committee and the approval of the Society at large.

3. Student membership: Has no voting rights and may be granted to a person receiving
full-time education.

4. Institutional membership: Has no voting rights and may be granted to a research,

educational, technical, industrial or government institution or organisation upon submis-
sion of a formal application, by a duly-authorised representative of such an institution
or organization.

5. Associate membership: Has no voting rights and may be granted to any person with
bonafide interest in Mathematics.

Article 7

1. Memberships will be granted upon submission of a formal application in accordance

with paragraph 2 of this Article and on payment of the appropriate fees as specified in
Article 8.

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 2. Applications for membership shall be submitted on the prescribed forms to the Secretary
who shall present them to the Executive Committee for a decision and for record.

3. The Executive Committee may establish other membership categories in accordance

with its regular procedures.

4. Any member may withdraw from the Society by submitting a written notice to the
Secretary, subject to Article 9(4), and the withdrawal shall take effect from the date
of receipt by the Secretary of such notice.

Chapter V -- Membership Fees

Article 8

1. Membership fees and annual subscriptions shall be determined by the Executive Com-
mittee and may be reviewed at a General Meeting on the advice of the Executive
Committee.

2. The fiscal year of the Society shall be according to Article 22(9) and payment of the
annual subscriptions shall become due by 1st July.

3. Any member who fails to pay the annual subscription for one year after it is due shall
automatically cease to be an active member of the Society and his name shall be
struck from the mailing-list. Reinstatement shall be automatic upon payment of the
subscription for the current year.

4. Any person who resigns, is suspended or expelled from the Society shall not be entitled
to a refund of his membership fees and/or annual subscription or any part thereof, or
any moneys contributed by him at any time.

Chapter VI -- Officers

Article 9

1. The Kenya Mathematical Society shall have the following Officers:

(a) The Chairman

(b) The Vice Chairman

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 (c) The Secretary
(d) The Assistant Secretary
(e) The Treasurer
(f) The Assistant Treasurer

2. All Officers shall be paid-up Full Members of the Society and they shall be elected at
the biennial General Meeting as provided in Article 21.

3. All Officers shall hold their posts for two years but shall be eligible for re-election subject
to Article 16(4).

4. Any Officer may resign his post provided that he gives one clear month’s notice in writing
to the Executive Committee and that he hands over to the Executive Committee all
documents, correspondence, papers etc, relating to his office. Resignation of office does
not imply withdrawal from the Society for which a separate notice shall be made under
Article 7(4) of this Constitution.

5. Any Officer who ceases to be a member of the Society shall automatically cease to be
an officer of the Society.

Article 10

The Chairman shall:

1. Have overall responsibility running of the Society. for the smooth and efficient running
of the society.

2. Preside over all meetings of the Executive Committee and all General Meetings.

3. Represent the Society in dealing with outside agencies communicate to the Society such
matters and suggestions that tend to promote the welfare of the Society and transact
business on behalf of the Society, in accordance with this constitution acting as the
Society or the Executive Committee may direct.

Article 11

The Vice Chairman shall perform functions delegated or assigned to him by the Chairman and
he shall act as Chairman if the Chairman is unable to perform his functions under Article 10
of this constitution.

Article 12

The Secretary shall:

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 1. Perform such administrative duties as the Executive Committee shall direct, including
maintaining and having custody of all correspondence of the Society, under the general
supervision of the Executive Committee.

2. Issue notices covering all meetings or the Executive Committee and all General Meetings
of the Society. He shall also be responsible for recording the minutes of all such and
for preservation of all records of proceedings of the Executive Committee.

Article 13

The Assistant Secretary shall assist the Secretary in the performance of his functions under
Article 12 of this constitution and he shall act as Secretary if the Secretary is unable to perform
his functions.

Article 14

The Treasurer shall:

1. Receive and also disburse, under the direction of the Executive Committee, all moneys
belonging to the Society and he shall issue receipts for all moneys received by him and
preserve vouchers for all moneys paid by him.

2. Be responsible to the Executive Committee and to the members of the Society that
proper books of account of all moneys receive and paid by the Society are written up,
preserved and made available for inspection.

Article 15

The Assistant Treasurer shall assist the Treasurer in the performance of his functions under
Article 14 of this constitution and he shall act as Treasurer if the Treasurer is unable to
perform his functions.

Chapter VII -- Executive Committee

Article 16

1. The Executive Committee shall comprise:

(a) The Chairman;

(b) The Vice Chairman;

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 (c) The Secretary;
(d) The Assistant Secretary;
(e) The Treasurer;
(f) The Assistant Treasurer
(g) Five paid-up Full members elected at the General Meeting, one from each Zone
as defined in paragraph 2 of this Article.

2. For the purpose of electing the five members under paragraph 1(g) of this Article,
Kenya shall be divided into five zones as defined below:
Central Zone - shall consist of Nairobi and Central Province
Coast Zone - shall consist of Coast Province
Eastern Zone - shall consist of Eastern and North Eastern Provinces
Rift Valley Zone - shall consist of Rift Valley Province
Western Zone - shall consist of Nyanza and Western Province
On the recommendation of the Executive Committee, the General Meeting may vary
the definitions of these Zones.

3. The Executive Committee shall be elected according to Article 21 of this constitution

and, subject to termination of office by resignation or otherwise, will remain in such
office for a period of two years or until their successors are duly elected and. take office
as herein provided.

4. Members of the Elective Committee shall not normally serve in a particular office for
more than four years.

5. The Executive Committee shall commence their term of office immediately after being
elected.

6. The Executive Committee may, at any time, appoint one of its members to act in an
office vacated by an Officer. The person so appointed shall hold office until the next
biennial General Meeting. The period during which a member is acting in an office as
stipulated in this paragraph shall not be counted in the tenure of office as specified by
paragraph 4 of this Article.

7. Members of the Executive Committee shall be distributed so as to ensure representa-

tion throughout the Republic of Kenya, failing which the elected Executive Committee
members shall be free to co-opt paid-up Full Members to ensure such representation
according to the Zones defined in paragraph 2 of this Article.

8. Members of the Executive Committee co-opted according to Article 16(7) shall not
have the right to vote at an Executive Committee meeting.

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Article 17

1. The Executive Committee shall be responsible for the management of the Society. For
this purpose the Executive Committee may give directions to the Officers as to the
manner in which within the law, they shall perform their duties.

2. The Executive Committee shall meet whenever summoned by the Secretary who may
convene a meeting by direction of the Chairman.

3. The quorum for meetings of the Executive Committee shall be six including at least
three Officers.

4. Each elected member present at a meeting of the Executive Committee shall be entitled
to exercise one vote. The Chairman shall have a second or casting vote, if necessary.

5. The Executive Committee shall appoint sub-committees and boards, as it may deem
desirable, to help achieve the objectives of the Society.

Chapter VIII -- Meetings

Article 18

1. There shall be a biennial General Meeting, normally to be held between July and Septem-
ber.

2. Notice in writing of such a biennial General. Meeting, accompanied by the agenda for
the meeting shall be sent to all members not less than 21 days before the date of the
meeting.

3. The biennial General Meeting shall:

(a) Receive and debate a written report of the Chairman,

(b) Receive and debate a written report of the Secretary
(c) Receive and debate audited accounts of the Treasurer
(d) Appoint an auditor.
(e) Debate other matters as the Executive Committee may decide or as to which
notice shall have been given by a member or members, to the Secretary at least
two weeks before the date of the meeting.
(f) Debate any other business, with the approval of the Chairman.
(g) Elect members of the Executive Committee.
Only paid-up Full members shall participate in this session of the Meeting.

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Article 19

1. A special General Meeting of the Society m.ay be called for any specific purpose by the
Executive Committee.

2. A special GeneraI Meeting may also be requisitioned for a specific purpose by order, in
writing to the Secretary, signed by not less than one third of the paid-up Full Members
of the Society. Such a meeting shall be held within two months from the date of the
requisition.

3. Notice in writing of a special General Meeting shall be se1 to all members not less than
fourteen days before the date thereof.

4. No matter shall be discussed at a special General Meeting. other than the specific
purpose for which it was called.

Article 20

1. At all meetings of the Society the Chairman shall preside. In the absence of the Chair-
man, the Vice Chairman shall preside. In the absence of the Vice Chairman too, a
member selected by the meeting shall preside.

2. The quorum at a biennial General Meeting or a special General Meet ing shall be one
third of the paid-up Full Members, failing which members present at the next General
Meeting, convened not earlier than twenty one days, shall form a quorum.

3. Unless decided otherwise by the meeting, resolutions shall be decided by a simple ma-
jority by a show of hands. In case of equality of votes, the Chairman shall have a second
or casting vote.

Chapter IX -- Elections

Article 21

1. The last session of the biennial General Meeting shall be a business meeting at which
members of the Executive Committee shall be elect.ed as indicated in Article 18(3).

2. Nominations for various offices shall be proposed on the floor and shall be seconded.

3. Voting shall be by secret ballot, the winner being decided by a simple majority of all
paid-up Full Members who are present

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 4. Notwithstanding the provisions of paragraph 3 of this Article a candidate shall be de-
clared elected unopposed if there is no other nomination.

5. Any paid-up Full Member of the Society shall be eligible for nomination stand for
election, provided that he is not, at the time of the elections, under any disciplinary
action by the Executive Committee and provided he has not given notice of resignation
from the Society.

6. No candidate for any office shall be nominated in absentia. unless he has expressly
indicated his willingness to serve, in writing.

7. Only paid-up Full members shall be entitled to vote in elections.

Chapter X -- Financial Provision

Article 22 -- Funds

1. The financial resources of the Society shall include:

(a) Annual and membership fees;

(b) Assistance, aid, gifts, loans, bequests or grants from Governments, Institutions,
International Organizations and individuals;
(c) Proceeds or sales of the publications of the Society;
(d) Fees. and other ,charges levied by the Society for services rendered under the
provisions of this constitution.

2. Subject to such financial regulations as the Executive Committee shall make, the bud-
get of the Society shall be administered by the Treasurer under the direction of the
Chairman.

3. The funds of the Society may only be used for such purposes as the Executive Committee
may determine, consistent with the objects of the Society and to promote the list of
activities according to Article 4.

4. All moneys and funds shall be received by and paid to the Treasurer who shall deposit
such moneys and funds in the name of the Society in a bank or banks approved by the
Executive Committee.

5. No withdrawals shall be made out of the bank account without a resolution of the
Executive Committee authorizing such withdrawal.

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 6. All cheques on the bank accounts. of the Society shall be signed by two of the three
Officers of the Society, namely Chairman, Secretary, Treasurer, as resolved by the Ex-
ecutive Committee.

7. A sum of money, specified by the Executive Committee may be kept by the Treasurer
for petty disbursements of which proper account shall be maintained.

8. Notwithstanding the provisions of Article 26(2), the Executive Committee shall have
power to suspend any Officer 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 for further action as stipulated in Article 27(5).

9. The fiscal year of the Society shall be from 1st July to 30th June.

Article 23 -- Auditor

1. An auditor shall be appointed at the biennial General Meeting according to Article

18(3).

2. The auditor shall not be a member of the Executive Committee.

3. All Society’s accounts, records and documents shall be open for inspection by the auditor
at any time.

4. A copy of the auditor’s report on the accounts of the Society shall be furnished to all
members at the biennial General Meeting and debated according to Article 18(3c).

Article 24 -- Trustees

1. All land, buildings and other immovable property and all investments and securities
which shall be acquired by the Society shall be invested in the names of not less than
three trustees who shall be members of the Society and shall be appoint ed at the
biennial General Meeting for a period of four years. On retirement such trustees shall
be eligible for re-election.

2. 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.

3. 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
Committee which shall authorize expenditure of such moneys as it thinks fit.

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 Chapter XI -- Publications

Article 25

1. The Society shall publish the proceedings of its biennial and special General Meetings.

2. The Society shall publish a regular scientific bulletin under an Editorial Board appointed
by the Executive Committee according to Article 17(5). The single issue rates for such
bulletins and the subscription rates by members and non-members of the Society will
be established by the Executive Committee.

3. The Executive Committee may authorize other occasional or regular publications.

Chapter XII -- Removal from Office

Article 26

1. Any Officer of the Society may be removed from office by the General Meeting but
removal from Office does not imply expulsion from the Society for which separate
considerations are made under Article (27) of this constitution.

2. Any member or members of the Society proposing that an Officer be removed from
office must requisition .a special General Meeting according to Article 19.

3. The Officer concerned shall have the right of rebuttal at the special General Meeting,
of the accusations labelled ’ against him.

4. Notwithstanding the provisions of Article 20(3), an Officer may be removed from office
only by two-thirds of members present and having the right to vote.

Chapter XIII -- Suspension and Expulsion

Article 27

1. The Executive Committee shall have the power to suspend and recommend expulsion.
of any member of the Society if they are of the opinion that the interests of the Society
so require. Notice of such suspension or expulsion shall be made in writing.

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 2. Any suspended member shall be reinstated after consideration of his case by the Exec-
utive Committee.

3. A member whose expulsion is under consideration shall be suspended from the Society
and be informed of such suspension and intention to expel him in writing. The question
of his expulsion shall be submitted to a meeting of the Executive Committee to be
held within two months from the date of the letter of suspension. Members of the
Executive Committee shall be given at least twenty-one days notice of such a meeting.
The member whose expulsion is under consideration shall also be given at least twenty
one days notice of such a meeting and he shall be allowed to offer an explanation of
his conduct, verbally or in writing, to the Executive Committee. If a majority of the
Executive Committee members present shall vote for his expulsion, he shall thereupon
cease to be ,a member of the Society, pending deliberation of his case at a General
Meeting according to paragraph 5 of this Article.

4. When the Chairman is the member whose expulsion is under consideration, the meeting
of the Executive Committee called according to paragraph 3 of this Article shall be
presided over by the Vice Chairman or, in his absence, the Secretary.

5. Any suspension or recommended expulsion shall be reported to a General Meeting. The

member who is suspended or whose expulsion is recommended shall have the right of
rebuttal and appeal at the General Meeting and the General Meeting shall have full
power to decide what further action should be taken in the matter.

6. In exercising its powers under this Article, the Executive Committee must have regard
to the principles of natural justice.

Chapter XIV -- Amendment

Article 28

1. Amendments to this constitution must be approved by at least a two thirds majority of

paid-up Full members present at a General Meeting.

2. Notwithstanding the provisions of Articles 18(2) and Article 19(3), no amendment

to this Constitution shall be considered by the General Meeting unless it shall have been
notified by the Secretary to all members of the Society at least three months prior to
such consideration.

3. Any paid-up Full Member of the Society will have the right to propose amendments to
this constitution.

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 Chapter XV -- Dissolution

Article 29

1. The Society shall not be dissolved except by resolution passed at a special General
Meeting by a vote of at least two-thirds of the paid-up Full Members who are present.

2. The quorum at a Special General Meeting called to discuss the dissolution of the Society
shall be as shown in Article 20(2).

3. Notwithstanding the provisions of Article 18(2) and Article 19(3) a Special General
Meeting to dissolve the Society shall not be duly summoned unless not less than three
months written notice of such a meeting has been given to members of the Society.

4. All assets and liabilities of the Society at the time of its dissolution shall devolve without
further assurance upon a liquidator appointed by the Society to call in all outstanding
assets of the Society, pay all its debts and distribute the residue, if any, among soci-
eties, organizations or institutions concerned with the development and advancement
of Mathematics in Kenya.

5. No dissolution of the Society shall be effected without prior permission, in writing, of

the Registrar of Societies, obtained upon application to him made in writing and signed
by three of the Officers.

Chapter XVI -- General Provisions

Article 30 -- Branches

Branches of the Society may be formed with the approval of the Executive Committee and the
registrar of Societies, and they will adopt the same constitution as that of the Headquarters
with the following exceptions:

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

2. Amendments to the constitution can only be made by the Headquarters of the Society
in, accordance with the provisions of Article 28.

3. The provisions of Article 29 shall apply to branches but, in addition, branches will not
be dissolved without consultation with the Headquarters.

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Article 31 -- Honours and Awards

The Society may, on the recommendation of the Executive Committee or another committee
set up for the purpose according to Article 17(5), confer honours on any of its members or
other persons for meritorious service to Mathematics in Kenya and elsewhere. The title or
citation for the purpose of such an award shall be subject to the approval of the Executive
Committee.

Article 32 -- Interpretation

The final authority, within the Kenya Mathematical Society, for the interpretation of this
constitution shall be the Executive Committee.

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