The Name of the Association shall be The FRIENDS OF NGONG HILLS CONSERVANCY (Herein after referred to as the Association or FONILCON) and will function in accordance with the provision of this Constitution The headquarters of the Association shall be situate in Ngong where it will maintain an office and keep all the records and assets of the Association The association may have branches in other parts of Kenya and the world, as where needs arise (a) The postal address of the conservancy shall be c/o PO Box 9900-00200, Nairobi Kenya. This address may change as and when necessary by The duration of the conservancy shall be indefinite

To be a world renowned Association for protection, management, and conservation of Ngong Hills ecology, mountain fitness sports, and member’s welfare

To actively protect and regrade mountain ecology while also promoting mountain sports, for the good of member’s health and their overall socio-economic benefits

The objectives of FONILCON include

1. To continually protect and improve the mountain ecology through good environmental conservation and management.
2. improve members Health, Social welfare and physical fitness
3. To seek internal and external partnerships for the promotion of mountain ecology, sports and members welfare
4. To offer guidance and mentorship to individuals and groups on mountain ecology, fitness, sports and health management.
5. To establish co-operation with other like minded Organizations in protection and re-gradation of mountain environments, promotion of mountain sports. enhancement of physical fitness for the overall good of quality of life and welfare of the Friends of Ngong Hills

Members shall be registered on individual or corporate basis under any of the following three (3) categories

Membership requirements on discipline and conduct shall be governed by the Association's Code of Rules and Regulations to be issued and subject to review from time to time. A decision to discipline a member shall be taken by a disciplinary committee in accordance to the provisions of the Code of Rules and Regulations which shall be appointed by the Executive Committee. This such decision shall be recommended for (ratification) to the Executive Committee pending subsequent communication to the rest of the members in the next General Meeting

a) Every member will have a right

1. and duty to fully participate in all FONILCON's activities on one's interest and merit.
2. and a duty to promote the Vision, Mission and objectives of FONILCON’s as provided in articles, 2, 3 and 4 of this constitution.
3. to vote and vie for any position in the Association.

b) All members of FONILCON ho shall be on a corporate group membership shall individually have rights. and duties as enshrined in 6a(i) and 6a(ii) above, but their corporate organization shall have only one vote which shall give the person representing the organization in casting it an eligibility to vie for any position in the Association

(a) The following shall be the office bearers of FONILCON's who shall also be referred to as Executive Committee and shall hold office for a renewable term not exceeding four (4) calendar years.

1. Chairman
2. Secretary General
3. Treasurer
4. Organizing Secretary
5. Two Committee members

(b) The chairman shall have a casting vote and all other office bearer one vote

(a) Chairman

1. Shall be the sole spokesman of the Association and shall be answerable to the Executive committee and the AGM for all his/her official actions or omissions.
2. Shall preserve order and ensure all meetings and activities are procedural and constitutional.

(b) Secretary-General

1. Shall sign and deal with all official correspondence under the general supervision of the Executive Committee.
2. Shall convene all FONILCON's meetings for and on behalf of the Executive Committee
3. Shall at all meetings take minutes and keep all copies of official documents.
4. Shall ensure that the Chairman also has all copies of correspondence and other documents
5. Shall execute any other duties assigned by the Executive Committee:

(c) Treasurer

1. Shall be responsible to FONILCON's Executive Committee and to the members for all financial matters of the Association.
2. Must ensure proper accounts of all monies and properties of the Association.
3. fun Shall ensure that all accounts are well documented, preserved and availed for inspection by members and auditors subject to ticle 14() and 20 (a)-(d)
4. Shall execute any other duties assigned by the Association's Executive Committee.

(d) Organizing Secretary

1. Shall organize venues for meetings.
2. Shall prepare calendar of events of the Association.
3. Shall be the Master of Ceremonies during FONILCON's events.
4. Shall be the public relations officer of the Association

(e) Committee Members

1. FONILCON shall have other elected committee members not exceeding three.
2. They shall be full time members of FONILCON's Executive Committee.
3. They shall execute duties assigned by the Association's Executive Committee.

(f) Patron

1. The Patron of FONILCON's shall be appointed by the Executive Committee.
2. The Patron shall be a prominent member of the global community with outstanding interest in environmental conservation, physical factors and related activities
3. The Patron shall play in advisory role to the Association.

(g)Trustees A Board of Trustees shall be elected at the AGM.

1. The Trustees shall play an advisory role on matters of mountain ecology, welfare, property and funds of FONILCON The Board of Trustees shall assist FONILCON to lobby for funds, donations and sponsorships.
2. The Patron shall coordinate the activities of the Board of Trustees whose actual size will depend on the needs of the Association.
3. The Association’s Executive Committee in consultation with the patron may revoke Trustee’s appointment if it is deemed fit.

1. a All office bearer as per article 7 (i-viii) shall constitute the Executive Committee.
2. The Executive all convene emergency meetings
3. The quorum of the meetings shall be not less than two beds of the executive members.
4. The duties and powers of the Executive Committee shall be:-

1. Governing all activities of FONILCON's
2. (ii) Coordinating FONILCON's mountain conservation, sporting and fitness activities.
3. Shall lobby for sponsorship for all FONILCON's activities in conjunction with the Trustees and the Patron.
4. Shall have powers to delegate and age tasks to individuals or Commissions Ad- hoc Committees and/ or sub-committees provided there shall be answerable to the Executive Committee.
5. ( Executive Committee shall appoint/co-opt members to the following sub-committees and mandate them as need arises.

• Mountain Conservation Committee
• Sports and Fitness Committee
• Welfare Committee
• Security and Disciplinary Committee.

There shall be four types of meetings of FONILCON Executive Committee Meeting.

1. Executive Committee Meetings shall be conducted as per article (b-d)
2. Annual General Meeting (AGM)

1. comprise of Executer Committee and full paid up members during which the Chairman and Treasurer reports shall be represented and discussed
2. Members with proposals for agenda shall submit them to the Secretary fourteen days before the AGM
3. The Secretary shall give notice of the AGM not less than 21 days in the date of the meeting
4. Shall be held once every year at the end of the Association's Financial Year.
5. Elections shall be held during every AGM for all retiring Office bearers.
6. The quorum for an AGM shall not be less than a half of the fully paid up members in the registers roll.
7. In case of no quorum the AGM shall re-convene in one month's time with or without a quorum.
8. Issues at AGM shall be passed by a simple majority.
9. AGM shall appoint the audit and firm for the coming year

Special General Meeting (SGM).

1. SGM may be held on a 21 days’ notice.
2. II. The Executive Committee shall convene SGM
3. A group comprising one third of membership may request for SGM in writing to the Secretary, spelling out reasons. If the Secretary fails to call the meeting within two months, the applying member should report (in writing) either the Patron or/and the Board of Trustees for further action.
4. If the SGM is convened as in article 10 c (u), the members may appoint a Chairman and a Secretary to only run that SGM.
5. Issues at SGM shall be passed by two thirds of eligible voters in the roll
6. Quorum SGM must be at least two thirds of the voting membership.
7. In case of no quorum die SGM shall reconvene in another 21 days with or without a quorum.

1. Elections shall be held at every Annual General Meeting for setting members of the Executive Committee.
2. The new office bearers elected at AGM shall assume office immediately.
3. Mode of elections shall be secret ballot.
4. d) Monetary or any other material inducements shall not be allowed at all.
5. Any proven offenders (rule 11 d) shall not be allowed to participate in the elections.
6. Out-going officers may automatically seek re-election either in the same portfolios or any others declared vacant.
7. Only fully paid up members may participate in FONILCON's elections.
8. The out-going Executive Committee in consultation with the Patron and the Board of Trustees shall appoint a Returning Officer.
9. In case of a tie in vote counting, the Returning Officer shall request a re-vote after a brief adjournment If there is still a tie the out-going Chairman shall cast the deciding vote.
10. Any procedural irregularities in the elections may be forwarded to the Returning Officer in writing On receiving the petitions the Returning Officer shall forward them to the relevant authorities, ie Registrar General.

1. If an office bearer misses up to three consecutive meetings of the Executive Committee without acceptable reason (s), or behaves in a manner inconsistent with the objectives of the Association, he/she shall be replaced by the Executive Committee.
2. Any office bearer who ceases to be a member shall automatically cease to be an office bearer there-of
3. All expulsions and appointments must be ratified by the next Annual General Meeting.
4. The contribution(s) of an expelled member is/are NOT refundable and the member shall be served with an expulsion letter.
5. Any de-affiliated member who applies for re-admission must fulfill all the requirements as spelt out in the constitution and the by-laws on re-admission.

1. the case of an office falling vacant by any reason of resignation, incapacity. or failure to attend the mandatory meetings, any member of the FONILCON shall be appointed by the Executive Committee to act in that position until the next AGM.
2. The appointments shall be ratified by the next Annual General Meeting.

1. FONILCON's may accept goodwill grants and donations or any form of gifts from individuals or groups of individuals and/or organizations from within Kenya and abroad.
2. FONILCON may raise funds by organizing social functions such as sports, funds-drives, fetes, dances etc. The funds shall be used to finance the costs of running the programs of activities of FONILCON.
3. The finances and operations of FONILCON shall be well accounted for and the books of accounts be availed for any member's inspection upon giving a written request of at least seven days.

The signatories to the bank account shall be the following and any two of thethem to sign-

1. Chairman
2. Secretary General
3. Treasurer.

1. No withdrawals may be made without the consent of the Executive Committee.
2. Any material properties of FONILCON shall be responsibly utilized under guidance of the Executive Committee as per the members wishes and as agreed in a General Meeting.
3. All material properties shall be entrusted on the Trustee for safekeeping.
4. The Treasurer will present Audited accounts during the AGM.

1. FONILCON's may affiliate itself to international, regional or national social/ professional clubs, societies, unions or any other such organizations with similar objectives and/or aims or from whom FONILCON's may bent itself. The affiliation shall be such that mutual acceptable.
2. FONILCON's may accept as affiliates social/ professional clubs’ societies, unions or any other such organizations within its intentions on condition that FONILCON's Constitution is supreme.

1. Any section of this constitution may be amended at an AGM.
2. Any member proposing an amendment of the constitution should communicate about the same to the Secretary in writing at least one month before the date of the next AGM.
3. Such a proposal for the amendment(s) of the constitution shall be an agenda for discussion during the AGM.
4. If the proposed amendment(s) to the constitution is/are agreed upon during the AGM, such (an) amendment(s) shall be communicated in writing to the Registrar of Societies within 14 days after the.

The books of accounts and membership register shall be available for inspection at the Association's main offices upon service of a written notice of at least fourteen days.

1. FONILCON may be dissolved at an AGM.
2. FONILCON's may be dissolved at SGM on a two months’ notice as per article 10.
3. Reasons and the notice of dissolution MUST be communicated to the Registrar of Societies. The quorum to this dissolution meeting shall be not less than two thirds.
4. In dissolution process, all debtors and creditors accounts at FONILCON's should be settled before the General Meeting.
5. During the dissolution meeting members may decide on the re-distribution and re-allocation of all NGOFRA's funds and assets.
6. f. On dissolution all NGOFRA's official documents shall be submitted to the Registrar of Societies.

Without prejudice to his/her rights or duties at law, each member shall treat all confidential information relating to any other Member, the Association or the Executive Committee, as strictly confidential and shall not communicate such information or any part thereof to any other person, authority or organization whatsoever In the event of violation of this rule such a Member shall be the subject of discussion by the Executive Committee and action shall be taken against him/her as the Executive Committee may deem appropriate within the provisions of this constitution.

The Association shall have a Common Seal with its name engraved thereon in legible characters and the Treasurer shall provide for the safe custody of this Common Seal The FONILCON's Common Seal shall belong exclusively to FONIL.CON, and shall be used solely for the purpose and business of NGOFRA and shall enjoy protection against infringement by any person, body or authority b

Subject to this constitution, the Executive Committee shall have power to make Rules and Regulations for By-laws on all matters not provided for in the constitution and to do all such things which it may deem necessary for attaining the objectives of the Association provided that all actions taken or Rules and Regulations made under this Rule shall be reported to the nest Annual General meeting of the Association and provided further that no Rules and Regulation would amount to such an addition alteration of this constitution as could only legally be made by special resolution passed in accordance to this constitution.

In case of any doubt as to the interpretation of the Constitution, or if any contradiction exists the Executive Committee's interpretation shall be final and binding on all parties

1. All affiliates and members of FONILCON's shall undertake not to refer disputes to Courts of Law, but shall submit to the FONILCON's Arbitration process for resolution of all their disputes.
2. As a condition precedent to affiliation, no body or member shall qualify for affiliation to FONILCON's unless and until the Executive Committee is satisfied that such a body, affiliate (whenever applicable) has incorporated in its constitution, rules or in formal agreement, a clause referring all disputes to be resolved by arbitration and specifically prohibiting resort to Courts of Law and clearly submitting themselves to appeal all such disputes to FONILCON'S Arbitration process established by this constitution.

This Constitution shall become operational on the date of registration of Friends of Ngong Hills Conservancy (FONILCON) END