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REPUBLIC OF KENYA
TRUST DEED
ESTABLISHING AND REGULATING
YOUNG WOMEN PARLIAMENTERIANS FOUNDATION
ON THIS DAY OF 2014
DRAWN BY:
JULIUS OKOTHP.O.BOX 1912-00200
NAIROBI
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THIS TRUST DEED and /or DECLARATION OF TRUST is made on the ----
--thday of -----, by:-
-------------, Holder of National Identity Card Number/passport Number -------, of P.O Box -------.
--------, Holder of National Identity Card Number/pass portNumber -------, of P.O Box -------
--------, Holder of National Identity Card Number/pass portNumber ------, of P.O Box ---------
Hereinafter called the "Founder Trustees") which expression
shall where the context so admits include other trustee (s)
for the time being hereof whether original, alternate orsubstituted;
WHEREAS the Founder Trustees are individually and
collectively motivated to positively advance the course of
humanity and transform lives and are currently involved in
social development work
The Founder Trustees have hereby resolved to establish and
or constitute apublic charitable trustwith various trust
funds including but not limited to an endowment trust fund,
investment trust fund, welfare fund and/or trust fund(s) as
may deemed necessary for the furtherance of the objects
hereinafter declared;
The Founder Trustees aforementioned shall act, as the First
Trustees of YOUNG WOMEN PARLIAMENTARIANS FOUNDATION, and
the said trustees are desirous to act as such;
The Founder Trustees hereby convey authority unto the YOUNGWOMEN PARLIAMENTERIANS FOUNDATION its trustees and other
authorized officials to administer and manage the
properties and resources advanced to it and to hold
resources for the purpose of this trust and the trusteesintend to raise funds, accept subscriptions and mobilize
resources through investments, donations, gifts and
bequests on behalf of the trust;
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The Trustees are the Trustees of the Trust Funds
hereinafter established.
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED ANDDECLAREDas follows:
The Trust hereby constituted shall be known as the YOUNGWOMEN PARLIAMENTARIANS FOUNDATION(Hereinafter called "the
TRUST")
1. DEFINITIONS AND INTERPRETATION:
Throughout these presents (where the context so admits): -
In this Deed and in its Schedules, the following words and
expressions shall have the Meanings hereinafter
respectively ascribed to them unless the context otherwise
requires:
"Beneficiary" shall mean and include the members of YOUNGWOMEN PARLIAMENTARIANS as provided under this trust
hereinafter subject to necessary modifications, including
members, Youths, students, women, men and persons of need
identified by the trustees, Community based organizations,
Self help groups and civil society organizations.
"Founder Trustees" shall mean the person's hereinabove
mentioned as such and others to be appointed by the first
trustees
"Investments" means any immoveable property in the Republic
of Kenya or else where which shall include land whether
covered by water or not and any estate, right, interest or
easement over land and things attached to land or
permanently fastened to anything attached to land and cash
or monies on current or deposit account and includes any
meaning ascribed by rules made hereinafter;
"Trust," means the trust constituted by this Deed and to be
known as the YOUNG WOMEN PARLIAMENTARIANSor by such othername as the Trustees may from time to time determine;
"Trust Fund" means the Original Sum and all other money and
property which may be paid or transferred to the Trustees
for the said objects and the investments and property from
time to time representing the same;
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"Trustee Act" means the Trustee Act, Chapter 167, Laws of
Kenya;
"Trustees (Perpetual Succession) Act" means the Trustees
(Perpetual Succession) Act, Chapter 164 Laws of Kenya.
"Trustees" means any such person or persons who shall from
time to time be the trustee or trustees of the trusts of
the Trust Deed and where circumstances allow it shall
include a trustee's representative, assignee and /or
successor;
"Deed" shall mean any instrument in writing signed by the
parties thereto in the presence of an independent witness
and dated or in the case of a party thereto which shall be
a body corporate then executed in accordance with the
Constitution or other statute of such corporate body.
"Income" means all proceeds earned or received from the
trust investments and trust properties and includes rent;
"Trust fund(s)" shall mean such monies as may be declared
by the founder Trustees.
"Trust properties" shall include but not limited to all
properties that shall be vested in the Trust
"The Board of the Founder Trustees" shall include the
persons herein mentioned and /or referred to as the founder
trustees in their individual and/or original capacity and
all other persons as shall be appointed by the original
Founder Trustees to be recognized as the founder trustees
of this trust.
"The Management Board" means the Board of Trustees charged
with the responsibility of managing the trust hereof. The
Board of the Founder Trustees shall constitute the
Management Board by electing and/or appointing itsofficials and advisors where necessary.
"The Registered Trustees" mean the Trustees constituted as
a body corporate upon incorporation of this trust under the
provisions of the Trustees (Perpetual Succession) Act,
Chapter 164 of the Laws of Kenya.
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"The Social Responsibility and Welfare Council" mean the
body of persons appointed by the Management Board and to
advise the trust on its social responsibility projects and
welfare activities.
Words importing the singular number include the plural and
vice versa;
Words importing any gender include every gender;
Where a word or phrase is given a particular meaning, other
parts of speech and grammatical forms of that word or
phrase have corresponding meanings;
Words importing persons include natural persons,
partnerships, trusts, associations and corporate bodies;
The clause, sub-clause, paragraph or schedule headings and
bold print are included for ease of reference only and
shall not affect the interpretation of this Deed;
Reference to any statute includes a reference to that
statute as 'amended modified or replaced from time to time
and includes orders, ordinances, regulations, rules and by-
laws made under or pursuant to that statute.
Where this deed is silent on a matter, recourse shall be
made to the rules, bye laws, regulations and schedules made
hereinafter.
2. NAME
The trust hereby constituted shall be known as YOUNG WOMEN
PARLIAMENTARIANS FOUNDATION
3. SITUATION OF REGISTERED OFFICE
The Registered Office of the Organization will be situated
in Kenya Africa.
4. COMMENCEMENT
The Trust shall be deemed to have been established in Kenya
under irrevocable trusts declared hereby with effect from
the --------(being the "the Commencement Date") and with
effect from such date, the Founder Trustees shall act the
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first trustees hereof and the subsequent trustees, members'
and beneficiaries shall participate in the trusts hereof
from such date.
5. NATURE OF TRUSTThe Trust established herein shall be an Irrevocable PublicCharitable Trust.
6. OBJECTS
The OBJECTS of the Trust shall be for the furtherance of
inter alia the following objects nationally and
internationally: -
a.To /promote the vision, mission, objectives, Programmes andactivities of the YOUNG WOMEN PARLIAMENTARIANS and all its
constituent sectors of strategic operations.
b.To encourage young parliamentarians to engage in communitydevelopment, income generating activities, participate
meaningfully in charitable activities and philanthropic
activities.
c.To empower members of the young women in various fields inthe country and thus provides employment opportunities.
d.To acknowledge positive contribution and efforts ofindividuals, institutions and organizations in societal
development in strengthening the spirit of volunteerism on
nation building initiatives, hard work, excellence,
creativity, innovation, selflessness, peace,
reconciliation, liberty and equality.
e.To encourage and promote positive cultural practices amongKenyan communities while fostering a competitive
environment that will enhance creativity among the young
women.
f.To champion for freedom, dignity and general well being ofindividual members thereby respecting their fundamental and
inalienable human right to freedom of conscience.
g.To encourage the young women to undertake outreachactivities and pursue initiatives that will empower andliberate them socially and economically.
h.To acknowledge positive contribution and effort ofindividuals, institutions and organization in societal
development.
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i.To promote financial education, literacy and economicempowerment of the beneficiaries of this trust and
communities locally and internationally.
j.To acquire any movable and immovable property and anybuildings or things whatsoever including intangible goods
and sell, dispose of, mortgage, lease or otherwise deal
with all or any part of the property or rights of the
Organization.
To nurture, develop and instill high ethical & moral standards;
family values of love, mutual care and support,
a.honesty, transparency and integrity amongst the children,their family and community members, with a view of
developing a sound family value system.
b.To promote national development and pursue goals for theadvancement of education, economic empowerment, furtherance
of good health practices, relief of poverty, distress and
sickness.
c.To promote and foster national unity in diversity; whileseeking to preserve the various positive cultural
identities, kingdom culture and guarding against acts of
disintegration.
d.To empower communities and nations through, legalawareness, entrepreneurship training, general development
training and supporting initiatives geared towards the
betterment of the society and improvement of humanity as a
whole.
e.To act in the best interest of children and otherdependants of the members of this trust and facilitate an
enabling environment for their survival and development
culturally, socially, intellectually, spiritually andeconomically.
f.To create and develop several trust funds geared towardsrealization of the foregoing ideals.
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g.To initiate, support and facilitate innovative programmesgeared towards pursuit of sustainable development for
children, young persons, the youth and the elderly persons.
h.To promote strategic general economic nationally andinternationally and create the spirit of entrepreneurship
in Africa and support small and medium enterprises amongst
young women.
i.To collaborate, partner and associate with otherorganizations, bodies, authorities, local and foreign
towards mutual achievement of its goals.
j.To initiate, promote, sponsor, operate and or run schools,colleges, hospitals, Community based organizations,
hostels, homes and centers.
k.To implement charitable objectives conforming to this deedand which the Trustees may deem desirable to do.
k.To enter into any arrangement with any government orauthorities that may seem conducive to the Organization's
objects or any of them and to obtain from such government
or authority any rights, privileges and concessions which
the Organization may think desirable to obtain.
l.To take such steps by way of personal or written appeals,public meetings or otherwise as May from time to time 'be
expedient for the purpose of procuring contributions to theOrganization in the form of donations, annual subscription
or otherwise.
m.To provide consultancy, training and research services tocommunity groups, community based organizations, non
governmental organizations, and regional and international
development agencies.
n.To apply to any government or authority, public bodies,corporations, companies or persons for and to accept
grants, gifts or money and any movable or immovableproperty, donations, gifts, subscriptions and other
assistance with a view of promoting the objects of the
organization and in taking of any gift or property subject
to any special trust that may be prescribed by the donor
thereof.
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o.To acquire and hold either in the Company or in that of anynominee, shares, stocks, debentures, debenture stock,
bonds, treasury bills and bonds, notes, obligations,
warrants, options and securities issued or guaranteed by
any company wherever incorporated, issued or guaranteed by
any government, public body or authority in any part of the
world.
p.To lend and advance money or give credit to employees ofthe Organization upon such terms as the Board of the
Organization may think fit and to guarantee the performance
of any contract or obligation and the payment of money by
any employee of the Organization, and generally to give
guarantees and indemnify the employees.
cc. To undertake such other activities and projects incidental
to the foregoing purposes.
7. POWERS
In furtherance of the said objects, but not otherwise, the
Management Board of Trustees shall have the following POWERS:
a. To reasonably invest monies within their disposal in short
term, mid term and long-term projects.
To reasonably apply funds within their disposal and to provide
services for-realization of the foregoing purposes.
c. To promote the welfare of children, women, men and youth
and encourage their active participation in key decision-making and development processes affecting them.
d. To operate according to laws of the land as contained in
the Constitution of Kenya and all other relevant statutes
and international legal instruments.
e. To establish and operate Bank accounts with Bankers,
building/investment societies or companies in the name of
the Trust; PROVIDED THAT cheques drawn on such
accounts and transactions undertaken thereto shall be
by persons duly authorized by the Trustees to operatesuch accounts and undertake such transactions as evidencedby a special resolution to that effect.
f. To raise funds, invite and receive contributions from
identified person(s) and/ or organization(s) by way of
donationsgrants, gifts, bequests, subscription, loan
and soft loan and/or otherwise.
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g. To collaborate with organizations and statutory
authorities operating in similar and related
activities; and exchange information and ideas on the
furtherance of the objects of the trust.
h. To purchase, lease, hire or otherwise acquire any real or
personal property anywhere in the world; and any rights and
privileges for the attainment of the said objects.
i. To engage in any lawful income generating activities and
for this purpose maintain, alter any buildings or erections
as necessary as aforesaid and to invest such property to
its full reinstatement value.
j. To develop policies, rules and regulations for the
governance and administration of the Trust and management
of any property as may be acquired.
k. Subject to the special resolution of the Board of the
Founder Trustees and the approval of the Management Board,
to sell, let, mortgage, dispose off or turn to account any
of the property or assets of the Trust.
1. To consult with and seek the opinion of and advice from
professionals, individuals or institutions where such
opinion and or advice is in the view of the board necessary
for the attainment of the objects of the trust.
m. To do all such other lawful things, and without prejudiceto the foregoing, as are necessary for the attainment of
the said objects.
8. TRUSTEES ADDITIONAL MANDATE
Without prejudice to any authority, which may expressly or
by implication be vested in the Trustees under the
provisions hereof or by law, the Management Board of
Trustees shall have the following additional powers.
a. Make bye-laws or rules-At any time and from time to make
such schemes and frame such bye-laws, regulations and rulesas they shall in their uncontrolled discretion think fit
for the administration and management of this trust and at
any time to amend, alter, or repeal any of the said
arrangements, schemes, bye-laws or rules as they shall
think fit.
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b. Insure-To insure against loss or damage any property for
the time being forming part of the trust fund for any
amount and to pay the premium payable in respect thereof
out of the trust fund or the income thereof and to also
take all forms of insurance covers, if possible, to cover
all foreseeable claims.
c. Incorporate - To promote and procure the incorporation or
registration of any company with or without limitation of
the liability of the members thereof to facilitate the
execution of the purposes and objects declared herein.
d. Delegation-To delegate powers, authorities and discretions
by these presents or by law conferred on them as the
trustees shall deem fit, to any entity in the form of an
organization, task force, committee and/or board or other
proper officer constituted in accordance with any bye-laws
or rules drawn up by the Trustees as aforesaid or otherwise
employed by the Trustees.
e. Release powers- by deed revocable or irrevocable to
extinguish, revoke, or restrict the future exercise of any
power conferred on the Trustees by this deed.
9. MEMBERSHIP
The Management Board subject to the approval of the Founder
Trustees may appoint persons and organizations into the
membership ranks of YOUNG WOMEN PARLIAMENTARIANS opinion
and or advice is in the view of the board necessary for theattainment of the objects of the trust.
m. To do all such other lawful things, and without prejudice
to the foregoing, as are necessary for the attainment of
the said objects.
8. TRUSTEES ADDITIONAL MANDATE
Without prejudice to any authority, which may expressly or
by implication be vested in the Trustees under the
provisions hereof or by law, the Management Board of
Trustees shall have the following additional powers.
a. Make bye-laws or rules-At any time and from time to make
such schemes and frame such bye-laws, regulations and rules
as they shall in their uncontrolled discretion think fit
for the administration and management of this trust and at
any time to amend, alter, or repeal any of the said
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arrangements, schemes, bye-laws or rules as they shall
think fit.
b. Insure-To insure against loss or damage any property for
the time being forming part of the trust fund for any
amount and to pay the premium payable in respect thereof
out of the trust fund or the income thereof and to also
take all forms of insurance covers, if possible, to cover
all foreseeable claims.
c. Incorporate - To promote and procure the incorporation or
registration of any company with or without limitation of
the liability of the members thereof to facilitate the
execution of the purposes and objects declared herein.
d. Delegation-To delegate powers, authorities and discretions
by these presents or by law conferred on them as the
trustees shall deem fit, to any entity in the form of an
organization, task force, committee and/or board or other
proper officer constituted in accordance with any bye-laws
or rules drawn up by the Trustees as aforesaid or otherwise
employed by the Trustees.
e. Release powers- by deed revocable or irrevocable to
extinguish, revoke, or restrict the future exercise of any
power conferred on the Trustees by this deed.
9. MEMBERSHIP
The Management Board subject to the approval of the FounderTrustees may appoint persons and organizations into the
membership ranks of YOUNG WOMEN PARLIAMENTARIANS FOUNDATION
(hereinafter called the Organization/ Trust/ Foundation)
under the following categories:-
a) Individual Life Membership
This shall relate to individual persons who shall be
considered to subscribe fully to the ideals, aspirations
and goals of the Organization, having met minimum special
requirements of membership under this category as may be
prescribed from time to time by the Management Board.
D) Individual Ordinary Membership
This shall relate to individual persons who shall be
considered to subscribe partially to the ideals,
aspirations and goals of the Organization, having met
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minimum special requirements of membership under this
category as may be prescribed from time to time by the
Management Board.
c) Corporate Life Membership
This shall relate to Organizations either being Companies,
Non Governmental Organizations, Faith Based Organizations,
International Organizations/Agencies, Embassies, Societies
and trusts which shall be considered to subscribe fully to
the ideals, aspirations and goals of the Organization,
having met minimum special requirements of membership under
this category as may be prescribed from time to time by the
Management Board.
d) Corporate Ordinary Membership
This shall relate to Organizations either being Companies,
Non Governmental Organizations, Faith Based Organizations,
International Organizations/Agencies/ Embassies, Societiesand trusts which shall be considered to subscribe partially
to the ideals, aspirations and goals of the Organization,
having met minimum special requirements of membership under
this category as may be prescribed from time to time by the
Management Board.
e) Honorary Membership
This shall relate to membership of individual eminent
persons who shall distinguish themselves locally,
nationally and internationally in realizing the ideals of
the Organization during their lifetime thereby makingpositive impact to advance the course of humanity.
The members of the organization as provided hereinabove
shall be governed by the Membership code of conduct &
ethics and the Membership rules provided hereinafter.
FOUNDATION (hereinafter called the Organization/ Trust/
Foundation) under the following categories:-
a) Individual Life Membership
This shall relate to individual persons who shall be
considered to subscribe fully to the ideals, aspirationsand goals of the Organization, having met minimum special
requirements of membership under this category as may be
prescribed from time to time by the Management Board.
D) Individual Ordinary Membership
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This shall relate to individual persons who shall be
considered to subscribe partially to the ideals,
aspirations and goals of the Organization, having met
minimum special requirements of membership under this
category as may be prescribed from time to time by the
Management Board.
c) Corporate Life Membership
This shall relate to Organizations either being Companies,
Non Governmental Organizations, Faith Based Organizations,
International Organizations/Agencies, Embassies, Societies
and trusts which shall be considered to subscribe fully to
the ideals, aspirations and goals of the Organization,
having met minimum special requirements of membership under
this category as may be prescribed from time to time by the
Management Board.
d) Corporate Ordinary MembershipThis shall relate to Organizations either being Companies,
Non Governmental Organizations, Faith Based Organizations,
International Organizations/Agencies/ Embassies, Societiesand trusts which shall be considered to subscribe partially
to the ideals, aspirations and goals of the Organization,
having met minimum special requirements of membership under
this category as may be prescribed from time to time by the
Management Board.
e) Honorary Membership
This shall relate to membership of individual eminentpersons who shall distinguish themselves locally,
nationally and internationally in realizing the ideals of
the Organization during their lifetime thereby making
positive impact to advance the course of humanity.
The members of the organization as provided hereinabove
shall be governed by the Membership code of conduct &
ethics and the Membership rules provided hereinafter.
a. The time, place and method of calling meetings of the
Board.
b. The custody of monies, deeds, securities and documents
belonging to the trust.
c. The invitation to any appointment of such persons as they,
may select to be patron or advisors of the trust and the
powers and functions to be delegated to such persons
provided that actions taken under delegate powers shall be
reported back to the Board.
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11. AMMENDMENT OF THE TRUST
Management Board subject to unanimous vote and approval by
the Board of the Founder Trustees by supplemental deed may
vary any of the provisions of this Deed PROVIDED THAT no
amendment shall be made which would cause the Trust to
cease to be an Irrevocable Public Charitable Trust at law
or contravene the objects of this deed.
12. AUTHORIZED INVESTMENTS
a. Trust monies under TRUST hereof may be invested in the
purchase of or upon the security of such stocks funds,
shares, securities, offshore investments, unit trust
investments or other investments of whatsoever nature as
the Management Board of Trustees shall in their absolute
discretion deem fit and to the intent that the Board shall
have the same full and unrestricted powers of investing and
transposing investments in all respect as if it was
absolutely entitled to the Trust fund beneficially.
b. Money may be left un-invested from time to time at a bank
on interest basis and for such periods as the Management
Board may deem fit and the Board may make arrangements for
the collection of the income of such investments or
securities.
c. The Management Board may permit any investments in
securities transferable by delivery to be held on the
account of the Board, by any Bank and the Board may make
such arrangements as it thinks fit for the collection ofthe income of such investments or securities.
13. GOVERNANCE ORGANS
The trust hereby established shall be managed and
administered according to this trust deed, rules, schemes,
schedules and regulations made hereinafter.
The key organs of governance, management and administration
of the trust shall include inter alia the following:
a) Council of Reference-This shall act as the arm of the
Organization charged with strategic policy direction of theOrganization.
b) Management Board of Trustees- This shall act as the
executive leadership arm of the Organization overseeing the
day to day running operational and administrative
activities of the Organization.
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c) Board of the Founder Trusteesshall act as the overseer arm
of the Organization ensuring that the ideals and
aspirations of the Organization are maintained at all
times.
d) Social Responsibility and Welfare Council- This shall act
as the advisory arm of the Organization on social
responsibility and welfare issues.
The duties of the aforementioned organs shall be as set out
in the rules, regulations, schemes and schedules made
hereinafter.
14. APPOINTMENT AND /OR ELECTION OF OFFICIALS TO THE MANAGEMENTBOARD.
The Board of the Founder Trustees may from time to time,
appoint any Trustee, as an official of the Management Board
in any one of the following designations.
Honorary Chairperson
Honorary Vice-chairperson Honorary Secretary
Honorary Treasurer and
Any other designation deemed appropriate and necessary.
Without prejudice to the foregoing, the Board may undercertain circumstances, appoint the following persons and
others, as officials of the Board, notwithstanding the fact
that the said persons are not trustees of the Trust hereof.
Investment and financial advisor Legal advisor Public relations and Communications officer
Local & International goodwill ambassador(s)
The duties of the officials and co-opted members of Management
Board shall be as set out in the rules, regulations, schemes and
schedules made hereinafter.
The management board shall at all times be required to observe
jointly and severally the code of ethics and conduct as set out
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in the rules, regulations, schemes and schedules made
hereinafter.
15. GOVERNANCE PRINCIPLES AND ISSUES
The Organization officials under the above organs and others
shall at all times in fulfilling their broad mandate, duties
and responsibilities adhere to the following:-
a) Good governance characteristics of discipline,
transparency, independence, accountability, responsibility,
fairness/equity and social responsibility.
b) Ensuring policy driven governance through on the V4
concept broadly considered as follows:-
Vision casting and development clearly defining the
Organization's vision statement and monitoring the
Organization, desired impact.
Voice Seek, listen to, and respond to the organization's
stakeholders.
Values- Resolutely deal with the large value issues on which
staff planning can proceed.
Verification- Enact parameters and criteria that provide the
Management Board with effective fiduciary and ethical
oversight through regular monitoring.
c) Respect and implementation of the Organizational
Management pillars according
to the Organization strategic business plan,
organization operational & development plan, policy andprocedures manual, .financial policy manual, members
code of conduct and the Management Board code of
conduct.
16. CONDUCT OF MEETINGS
The rules governing the conduct of meetings shall be as set
out in the rules, regulations, schemes and schedules made
hereinafter. Without prejudice to the foregoing, the
following shall act as broad guidelines on the conduct of the
meetings.
a. The Honorary-Chairperson shall preside all meetings of the
Board save that if at any meeting the Chairperson is not
present within reasonable time, after the time appointed for
the said meeting, the Trustees present may choose one of
their members present to act as the Chairperson of that
meeting.
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b. Without prejudice to the foregoing, under certain instances
as may be agreed by the chairperson, certain meetings may be
chaired and/or facilitated by a person other than the
chairperson notwithstanding the presence of the chairperson,
c. Any Trustee - may at any time upon notifying the honorary
chairperson of such arrangements cause the honorary secretary
to convene a meeting of the Board.
d. Questions arising at any meeting, save where otherwise
stipulated in this deed, rules, schemes, schedules made
hereinafter shall be decided by a majority of votes with each
trustee present having one vote and in case of equality of
votes, the chairperson shall have a casting vote.
e. The majority shall be a simple majority save in the case of
removal of a Trustee when the special majority as required,
for by this deed hereof shall apply.
f. Honorary secretary shall send notice of every meeting to each
Trustee other than a trustee for the time being not in Kenya.
Any notice posted seven clear days before the date of the
meeting shall be deemed as duly served.
g. Every notice shall state the venue, day, date and time of the
meeting and the agenda and/or business to be undertaken.
17. CUSTODY OF DOCUMENTS
a. The Management Board shall cause proper minutes to be keptand entered into a book provided for the purposes of all
their resolutions and proceedings and any such minutes of
any meeting of the Board signed by the Chairperson of the
Board or by the Chairperson of such meeting shall be
conclusive evidence of the matters stated in such minutes
except in the case of manifest error.
b. The Management Board shall cause full, true and accurate
accounts to be kept of the Trust Fund and all income
arising there from and all dealings therewith and all
payments made there under.
c. At least once in each year usually at the end of the
financial year, Management Board shall cause to be prepared
a statement of accounts and a balance sheet for the
previous year and shall cause accounts to be audited in
each year by an independent professional-qualified auditor.
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18. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES
a. A person shall be qualified to be appointed as a trustee of
this Trust if that person is committed to the ideals and
objects of this trust and is a responsible person, with
impeccable integrity, utmost honesty and financially sober.
b. The Management Board, following a resolution of the
Founder Trustees, may appoint a new trustee, which
appointment and resolution shall be recorded in the
minutes and signed by the new trustee and such record shall
be conclusive evidence of his appointment.
c. A trustee may retire by writing under his hand and
such retirement shall be recorded in the minutes and
shall be conclusive evidence of his retirement.
d. Under special conditions, a trustee may be allowed to
appoint another person to act as his representative or as
assignee upon submitting an application in writing to the
Board of Founder Trustees, which shall by unanimous
decision in writing accept such a request or application.
e. The Board of Founder Trustees remove any Trustee other than
the original founder trustee by a special resolution
proposed and passed at a meeting of the Board of Founder
Trustees and approved by the positive votes of two thirds
of the other trustees present and voting,
19. FACILITATION OF TRUSTEES
a. Any Trustee for the time being hereof, being a professional
engaged by the trust, shall be entitled to charge and be
paid all usual professional or other charges for work done
by him or his firm when instructed by the Management Board
to act in that capacity on behalf of the Trust in
connection with execution of the trusts hereof.
b.Save as hereinbefore expressly provided, the trust fund andthe income thereof shall be applicable solely towards the
purposes of the Trust and no Trustee shall take or hold anyinterest therein save in his capacity as a Trustee or
receive any remuneration PROVIDED THAT this sub-clause
shall not prevent a Trustee from holding office or being a
shareholder on a company, the shares of which are held upon
the trusts hereof or from obtaining the repayment of
reasonable out of pocket expenses incurred in
connection with the Trusts hereof; AND PROVIDED
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NEVERTHELESS that none of the trustees nor any of them
shall concur in exercising any voting rights in respect of
any shares, stock or debentures or other securities
comprised in the Trust Fund in such a way that a personal
benefit is thereby secured to the Trustees or any of them,
and shall be accountable to the trust for any
remuneration or other benefit received by
them(whether as director, auditor or other officer or
otherwise) by reason of the shares, stock or debentures of
such a company being in the name of the Trustees or Trust
hereof but shall otherwise not be accountable.
20. LIABILITY
The Liability of Members and Trustees of this Trust shall
be Limited.
In the execution of the Trusts hereof in good faith,- no
Trustee shall be liable for any loss and/or damage to any
of the trust property, arising by reason of any improper
investment made in good faith (so long as he shall have
sought professional advice before making such investment)
or the negligence or fraud, wrongdoing or wrongful omission
or commission of any agent or servant employed by him or by
any other Trustee hereof (provided reasonable supervision
shall have been exercised) unless the employment' of such
agent and or servant was unnecessary;, or by reason of any
other matter or thing other than willful and individual
fraud, wrong doing or wrongful omission on the part of theTrustee who is sought to be made liable.
21. EVIDENCE OF TRANSACTIONS AND DEALINGS TO BE IN WRITING
All transactions carried out by the administrative and
governance organs in respect to this trust shall be in
writing, which shall be considered as conclusive evidence
of fact.
22. PROFESSIONAL CONSULTATION
a. In connection with the construction or development of
any property acquired or to be acquired by-the trust for thebenefit of this trust, the Management Board shall be
empowered to consult with and accept the advice of independent
architects, structural engineers, quantity surveyors and
other experts.
b. In connection with the control and the management of any
property acquired by the Management Board, the Management
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Board shall be empowered to appoint a body, taskforce,
committee and/or ad hoc council, subject to the provisions
of this deed and where necessary to remunerate the body,
taskforce, committee and/or ad hoc council; PROVIDED THAT
all acts and proceedings of the entity in question shall be
fully and promptly reported back to the Board as soon as
practicably possible.
23. PROPERTIES
a. All trust properties including land; real estate,
intellectual properties and personal property shall be
vested in the TRUSTEES and/or in the name of the TRUST.
b. All proceeds recovered in respect to unascertainable
interests shall be deposited in the trust(s) account(s).
The Management Board shall retain possession of all money
and property which may be paid or transferred to it for the
aforesaid objects and the investments and property from
time to time representing the same (hereinafter called "the
trust fund") upon Trust either to retain or sell the same
and invest the proceeds in or upon any investments
hereinafter authorized with power from time to time to
change such investments for others of a like nature UPON
TRUST that both the income and the capital thereof shall be
applied at the discretion of the Board in pursuance of the
said objects as hereinabove declared PROVIDED however thatthe Board shall not dispose of any of its properties
without a unanimous decision.
24. FOUNDER TRUSTEES' COVENANTS
The Founder Trustees hereby covenant as follows: -
To observe the provisions of and perform its obligations
under this Deed and the Rules.
To pay all expenses incurred and required in connection
with the formation,' management and administration of theTrust and the execution of the trusts hereof.
To observe the principles of utmost good faith, covenant
relationships, diligence and prudence in the administration
and management of the trust.
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To adhere to the vision, objects, mission and core values
of this trust and generally to surrender to the divine
guidance by the Almighty God.
To manage and administer the Trust for the sole benefit of
the Beneficiaries in accordance with this Deed and the
Rules made hereinafter;
To comply with the provisions of this Deed.
25. GOVERNING LAW
This deed shall in all respects be construed in accordance
with the rules, byelaws, schedules and schemes made
hereinafter, provisions of all the Laws of Kenya,
International Legal Instruments and where necessary and
possible recourse shall be made to the word of God as
evidenced in the Holy Bible and other related and relevant
books.
26. DISPUTES RESOLUTION: ARBITRATION & ADR MECHANISMS
If at any time hereafter any dispute, difference or
question shall arise between the Founder Trustees, the
Trustees, the Members or other persons or their personal
representatives or any of them respectively touching the
construction, meaning or effect of this Deed or any cause
or thing therein contained or the rights, duties or
liabilities of the said parties respectively or any of them
under this Deed or otherwise howsoever in relation to the
Trust, then every such dispute or question shall beresolved through either negotiation, mediation,
reconciliation or arbitration.
Incase of Arbitration, the same shall be conducted by an
arbitrator(s) appointed by agreement between the disputants
and in default of such an agreement, in accordance with and
subject to the provisions of the Arbitration Act (Chapter
49) Laws of Kenya or any statutory modification or re-
enactment thereof for the time being in force.
27. TERMINATION AND/ OR DISSOLUTIONa. The powers to dissolve the trust shall solely lie with the
Founder Trustees.
b. Termination and/or dissolution of the trust shall be done
during a special meeting convened by the Founder Trustees
through the Management Board.
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c. In the event of termination and/or dissolution of the
Trust, any assets remaining after the satisfaction of all
its debts and liabilities shall not be paid to or
distributed among the trustees or Founder Trustees but
shall be vested subject to a special resolution of the
Management Board to another organization pursuing
objectives similar to those for which the Trust was
established and pursuant to the resolution of the
Management Board.
IN WITNESS WHEREOF the Founder Trustees have hereunto set their hands
This Day ofTwo Thousand and Eleven the year of our Lord.
SIGNED, SEALED AND DELIVERED BY:
IN THE PRESENCE OF:
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