KPA 2020 Constitution
The Kenya Psychiatric Association Constitution – Adopted on 15th October 2020
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Kenya Psychiatric Association
Kenya Psychiatric Association
Chiromo Mental Health Hospital, 37 Muthangari Rd, Suite 205
P.O. Box 52714 – 00100 Valley Arcade, Nairobi, Kenya
Telephone: +254 796 161087
Email: [email protected]
ARTICLE I: NAME OF ORGANIZATION
The name of this organization shall be the “KENYA PSYCHIATRIC ASSOCIATION” here under referred to as “The
ARTICLE II: AIMS AND OBJECTIVES
- The Association shall be a non-political, non-religious and non-profitmaking organization.
- To foster positive relationships among the fraternity of Psychiatrists.
- To promote the field of Psychiatry in Kenya.
- To promote and improve Mental Health in the community.
- To conduct and co-ordinate Mental Health related research and disseminate this information
through publications, journals, periodicals and newsletters.
- To maintain professional and ethical standards in the practice of Psychiatry.
- To co-ordinate and liaise with National and International bodies with similar objectives on matters
related to Mental Health.
- To offer expertise and advice on professional matters related to Mental Health.
- To establish and maintain a peer review system that shall certify Psychiatric training before entry
- To establish the status of membership and fellowship of the college of Psychiatrists and admit
appropriately qualified persons to the respective statuses.
- To organize meetings, conferences, seminars, workshops at regional, national and international
levels in promotion and furtherance of the above aims.
- To lobby for funds for the promotion and furtherance of the above aims.
ARTICLE III: MEMBERSHIP
A. TYPES OF MEMBERSHIP
- 1. Full Membership
a) Full membership shall be open to any registered Medical Practitioner with a Psychiatric
qualification recognized in kenya.
- Associate Membership
a) Any Postgraduate student of Master of Medicine in Psychiatry.
- Affiliate Membership
a) Medical Practitioners interested or engaged in Mental Health Care.
b) Psychiatric social workers
d) Psychiatric Nurses
e) Other professionals engaged in Mental Health Care.
f) Student pursuing paramedical training
g) Undergraduate Medical Students
- Corresponding Membership
a) Those resident outside Kenya but desire to maintain links with The Association through
- Temporary Membership
a) Visiting Psychiatrists who will be in the country for a period of less than a year.
- Honorary Membership
a) Any prominent citizen of Kenya whom The Association may wish to invite to become a member.
b) Any person who has made outstanding contribution to the field of psychiatry whom The Association may wish to invite to become a member.
- Founder Members
a) Any Full Member at the time The Association was launched.
- Corporate Membership
a) Any Not for Profit organization whose work is aligned to the aims and objectives of The Association.
- Membership to The Association shall be voluntary.
- Every member shall pay The Association an annual fee of such amount as may be determined from
time to time by the National Executive Committee (NEC) & ratified by the Annual General Meeting.
- Each year’s subscription shall entitle a member to all privileges of membership of The Association
during that year.
- Every member shall pay a yearly subscription not later than the 31 March of that calendar year.
- Every member shall be issued with a membership card.
ARTICLE IV: TERMINATION OF MEMBERSHIP
- The National Executive Committee (NEC) shall have the power to suspend any member from
membership and recommend his/her expulsion to the next general meeting on the grounds that
his/her conduct has adversely affected the reputation or dignity of The Association or that he/she
has been found guilty of activities which contravene the aims and objectives of The Association.
The decision to expel must be endorsed by two-thirds majority of members present.
- Any member who falls into arrears with his/her annual subscription for more than 23 months shall
be struck o ffthe register of members. The committee may however, at its discretion, re-instate
such members on payment of the total amount of subscription outstanding.
- Any member desiring to resign from The Association shall submit his/her resignation to the
Secretary which shall take effect 30 days upon receipt by the Secretary of such a notice.
- Any person who resigns or is removed from membership shall not be entitled to a refund of his/her
subscription or nay part there of or any moneys contributed by him/her at any time.
- Only Full Members shall have voting rights.
ARTICLE V: PATRON
- The National Executive Committee through the President can invite a prominent person to
become a Patron.
- The Patron shall not have any executive or trustee duties in The Association.
ARTICLE VI: OFFICE BEARERS
A. THE NATIONAL EXECUTIVE COMMITTEE (NEC)
- The National Executive Committee (NEC) shall consist of:
ii. Vice – President
iii. The Secretary
iv. The Vice – Secretary
v. The Treasurer
vi. The Continuing Medical Education (CME) coordinator
vii. 3 Committee Members
viii. The immediate past President shall be an Ex-officio Member for a period of one year.
- All the NEC members shall be paid up Full Members of The Association and shall be elected at the
Annual General Meeting for a period of two (2) years.
- No elected NEC member shall hold the same position for more than two (2) consecutive terms (of 2
- Any NEC member who ceases to be a member of The Association shall automatically cease to be an
- Any NEC member who misses three (3) consecutive meetings without a valid reason/apology or
prior permission of the President shall cease to be a member of the NEC.
- The NEC shall be responsible for the management of The Association and for that purpose may
give direction to the office bearers as to the manner in which within the law, they shall perform
- The NEC shall have power to appoint such sub-committees as it may deem desirable to make
reports to the committee upon which such action shall be taken as seems to the committee
- All moneys disbursed on behalf of The Association shall be authorized by the NEC.
- The NEC shall have the power to create by-laws which must be ratified at the subsequent Annual General Meeting.
- The quorum for meetings of the NEC shall be not less than (5) members.
- a) The Secretariat shall consist of:
I. The Chief Executive Officer (CEO)
ii. The Secretariat Staff, which shall include the Executive Assistant and others sta ffwho shall
be recruited as required.
- ) The CEO shall be recruited and appointed by the NEC, at such remuneration and upon such
conditions as it may deem fit, and shall serve for a maximum of two (2) terms of three(3) years each or until resignation,termination ,retirement or death in case the maximum term may not have been achieved.
- The CEO shall be expected to act responsibly, honestly and in good faith in exercising powers and
discharging duties, in the best interests of The Association.
- The CEO shall submit recommendations to the NEC for its approval with respect to matters
requiring NEC approval within the law.
- The NEC President shall on behalf of the NEC review and approve the objectives and work plans
which the CEO is responsible for achieving, assess the CEO and establish the performance rating to
be awarded. This shall determine continued employment by The Association or not.
- The Secretariat Sta ffbe recruited by the CEO in consultation with the NEC.
- The Secretarial Sta ffshall include the Executive Assistant and other sta ffwho shall be recruited and
contracted by the CEO as deemed fit.
ARTICLE VII: DUTIES OF THE OFFICE BEARERS
A.DUTIES OF THE NATIONAL EXECUTIVE COMMITTEE (NEC)
- President – The President shall unless prevented by illness or sufficient cause preside over all
meetings of the NEC and all general meetings.
- Vice – President – The Vice – President shall perform any duties of the President in his/her absence.
- The Secretary shall deal with all the correspondence of The Association under the general
supervision of the NEC. In case of an urgent matter where the NEC cannot be consulted he/she has
to consult the President or if he/she is not available, the Vice – President. The decisions reached
shall be subject to ratificationor otherwise at the next NEC meeting and general meetings of the Association and shall be responsible for keeping minutes of all such meetings and for the preservation of all records of proceedings of The Association and of the NEC.
- Vice – Secretary – In the absence of the Secretary, the Vice – Secretary shall perform all the duties of
the Secretary and such other duties as shall be assigned to him/her by the Secretary or NEC
whether the Secretary is present or not.
- Treasurer – The Treasurer shall receive and shall also disburse, under the directions of the NEC; all
moneys received by him/her and preserve the vouchers for all moneys paid by him/her. The
Treasurer is responsible to the members that proper books of account of all moneys received and
are available for inspection.
- CME coordinator – The CME coordinator shall organize activities related to Professional
Development of members.
- National Executive Committee members shall perform any duties that may be assigned by the
B. DUTIES OF THE SECRETARIAT
- ) Chief Executive Officer (CEO) – The CEO shall be responsible for managing the overall operations
and resources of The Association and shall be responsible for recruitment of the Secretariat Sta ffas
approved by the NEC.
- Subject to such rules as may be imposed on him/her by the NEC, the CEO shall be entitled to attend
and speak at all meetings of The Association, the NEC and all other sub-committees and bodies of
The Association but shall not have the right to vote at meetings.
- Secretariat Sta ff– The Secretariat Sta ffshall perform the duties as per their job descriptions upon
recruitment, and any other duties that may be assigned to them by the CEO.
ARTICLE VIII: SUB-COMMITTEES OF THE NATIONAL EXECUTIVE COMMITTEE (NEC)
- The NEC may establish sub-committees comprising such persons as NEC determines.
- The NEC sub-committees may be standing or ad hoc sub-committees.
- The sub-committees will be chaired by a NEC official while the membership will be drawn from The
- A sub-committee may not make any determination of policy for The Association unless specified in the terms of references.However a sub-committee may advise the NEC on any area falling within its mandate.
- ) A sub-committee will make reports and recommendations to the NEC as the NEC reasonably
- A sub-committee may convene meetings, regulate meetings and adjourn as it deems fit.
- The term of office of members of a sub-committee shall commence and/or cease as the case may
be at the conclusion of the Annual General Meeting.
- The NEC shall review the need for each sub-committee and the members thereof every two years.
ARTICLE IX: MEETINGS
A. ANNUAL GENERAL MEETING (AGM)
- The Annual General Meeting shall be held not later than 31 May in each year.
- Notice in writing of such Annual General Meeting accompanied by the annual statement of
audited accounts (see article XII (b)) and agenda for the meeting shall be sent to all members not
less than 21 days before the date of the meeting and, where practicable, by press advertisement
not less than 14 days before the date of the meeting.
The agenda for any Annual General Meeting shall consist of the following: –
1) Reading of notice calling AGM
2) Recording of apologies
3) Confirmation of the minutes of the previous Annual General Meeting.
4) Matters arising; KPA past years AGM resolutions report.
5) Receive and adopt The President’s report
6) Presentation and adoption of audited financial statement of the past financial year.
7) Receive and approve budget for the financial year.
9) Appointments of auditors
10) Plenary resolutions
11) Any Other Business (AOB)
3. Quorum for general meetings shall be not less than two-thirds of the Full Members of The Association.
B. SPECIAL GENERAL MEETING (SGM)
- ) A Special General Meeting may be called for any specific purpose by the NEC.Notice in writing of such meeting shall be sent to all members not less than 7 days before the date there of and where practicable press advertisement not less than 7 days before the date of such meeting.
- A Special General Meeting may also be requisitioned for specific purpose by order in writting to the secretary of not less than one-third of the full members and such meeting shall be held within 21 days of the date of the requisition.The notice for such meeting shall be shown in article X and no matter shall be discussed other than that stated in the requisition.
- Quorum for a Special General Meeting shall be the same as that of an Annual General Meeting.
C. NATIONAL EXECUTIVE COMMITTEE (NEC) MEETINGS
- a) The Executive Committee shall hold a meeting with the entire Secretariat every 3 months (January,
April, July, and October) or when desired by the President.
- The Meeting shall be held on the 1st Tuesday of every Quarter unless otherwise decided by the NEC.
- The Objective of the Meetings will be to discuss the Secretariat Progress and Map a way forward.
ARTICLE X: PROCEDURE AT MEETINGS
- At all meetings of the association the President, or in his/her absence, the Vice- President or in the
absence of both these officers, a member selected by the meeting shall take the Chair.
- The President may at his/her discretion limit the number of persons permitted to speak in favor of
and against any motion.
- Resolutions shall be by simple majority through secret ballot. In the case of equality of votes, the
President shall have a casting vote.
ARTICLE XI: TRUSTEES
- Three (3) Trustees shall be elected at the Annual General Meeting.
- The Trustees will have served on the National Executive Committee in the past and shall be fully
paid up members of The Association. The Trustees shall serve for a period of three (3) years. The
Trustees shall, among themselves, elect a Chairman of the Trustees.
- The Trustees shall, as and when called upon, guide the National Executive Committee on issues
pertaining the smooth running of The Association.
- In cases where the National Executive Committee ceases to hold office for any reason whatsoever,
the Trustees will take over the running of The Association until the next Annual General Meeting,
when fresh elections shall be held.
- The trustees can be elected for a second three (3) year term.
- All land, building and other immovable property and all investors and securities which shall be
acquired by The Association shall be vested in the names of not less than 3 trustees.
- 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.
- 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 NEC which shall authorize expenditure of such
moneys as it deems fit.
ARTICLE XII: AUDITOR
- An Auditor shall be appointed for the following year by the Annual General Meeting. All The
Association’s accounts, records and documents shall be opened to the inspection of the auditor at
any time. The Treasurer shall produce an account of his/her receipts and payments and a statement
of assets and liabilities made up to a date which shall not be less than six weeks and not more than
three months before the date of the Annual General Meeting. The Auditor shall examine such
annual accounts and statements and either certify that they are correct, duly vouched and in
accordance with the law or report to The Association in what respect they are found to be
incorrect, unvouched or not in accordance with the law.
- ) A copy of the Auditor’s report on the accounts and statements shall be attached to the invitation to
the Annual General Meeting. An Auditor may be paid such honorarium for his/her duties as may be
resolved by the annual setting appointing him/her.
- No Auditor shall be an office bearer or a member of the sub-committees of The Association.
ARTICLE XIII: FUNDS
- The income and property of The Association, however derived shall be applied solely towards the
promotion of the objects of The Association as set forth in this constitution.
- All the money and funds shall be received by and paid to the Treasurer and shall be deposited by
him/her in the name of The Association in any bank or banks approved by the NEC.
- No payments shall be made from the bank account without a resolution of the NEC authorizing
such payments and all cheques on such bank accounts shall be signed by any two (2) of the 3
signatories (President, Secretary & Treasurer) of The Association who shall be approved by the NEC.
- A sum not exceeding KSH 50,000.00 may be kept by the Treasurer for petty disbursement of which
proper account shall be kept.
- The NEC shall have power to suspend any office bearer who it has reasonable cause to believe is
not properly accounting for any of the funds or property of The Association and shall have full
power to decide what further action should be taken in the matter in accordance to article (X).
- The finacial year of The Association shall be from 1 January to 31 December.
ARTICLE XIV: BRANCHES
Branches of the association may be formed with the approval of the National Executive Committee
and the Registrar of the Societies and they shall adopt the same constitution as that of the
headquarters with the following exceptions: –
- The aims and objects will not include the formation of branches.
- Amendment to the constitution can only be made by the headquarters of the Association in the
accordance with the provisions of article XV.
- The provisions of article XVI shall apply to branches but, in condition, branches will not be
dissolved without consultation with their headquarters.
ARTICLE XV: AMENDMENTS TO THE CONSTITUTION
- An amendment to this constitution can be initiated by any paid up Full Member who shall draft the
- ) The member in (a) shall seek support for the amendment by garnering signatures from at least
two-thirds of the Full Members.
- The amendment shall be included on the agenda of the Annual General Meeting.
- An Amendment to the constitution of The Association must be approved by at least a two-thirds
majority of Full Members at the Annual General Meeting of The Association. They, cannot,
however, be implemented without the prior consent in writing of the Registrar, obtained upon
application to him/her made in writing and signed by three (3) of the NEC members.
ARTICLE XVI: DISSOLUTION
- The Association shall not be dissolved except by a vote of two thirds of the Full Members present
at an Annual General Meeting or Special General Meeting. The quorum at the meeting shall be
shown in article IX.A. (c). If the quorum is obtained, the proposals to dissolve the Association shall
be submitted to a further general meeting which shall be held one month later. Notice of this
meeting shall be given to all members of association at least 4 days before the date of the meeting.
The quorum for this second meeting shall be the number of members present provided, however,
that no dissolution shall be effected without prior permission in writing to the Registrar, obtained
upon application to him/her made in writing and signed by three (3) of the NEC members.
- When the dissolution of the Association has been approved by the Registrar, no further action
shall be taken by the NEC or any office other than to get in and liquidate for cash all the assets of
the Association. Subject to the payments of all the debts of the Association, the balance thereof
shall be distributed in such other manner as may be resolved by the meeting at which the
resolution for dissolution is passed.
ARTICLE XVII: INSPECTION OF ACCOUNTS AND LIST OF MEMBERS
- The books of accounts and all documents relating thereto and a list of members of The Association
shall be available for inspection at the registered office of The Association by any office bearer or
member of The Association on giving not less than seven (7) days’ notice in writing to The
ARTICLE XVIII: NO CONFIDENCE MOTION
- Where there is sufficient reason to remove the President or any Trustee or member from his/her
Office, No C Confid e motion.For moving a No CConfide e Motion against the president/Trustee,signatures of at least 50% of all the full members on the No Confiden e motion to be requisitioned will be essential.
- The Notice for the No Confiden e Motion at this Special General Meeting shall be given at least fourteen (14) days before such a meeting is convened.No Other Business whatsoever shall be transacted at this specfic Special General Meeting.
ARTICLE XIX: ARBITRATION
- All disputes arising from the contents of the Constitution or as to any Act of Omission under The
Association shall at the instance of either party be referred to Arbitration and unless the parties
hereto agree on the appointment of a Single Arbitrator appointed by the President, for the time
being, of the Chartered Institute of Arbitration in Kenya at the request of either party and such
reference shall be deemed to be a Submission to Arbitration within the meaning of the Arbitration
Act cap 49 and the Amendments thereto for the time being in force in Kenya.
ARTICLE XX: INDEMNITY
- ) In purported exercise of his/her duties, no office bearer or member of The Association shall be
personally liable for any loss that might be occasioned to The Association arising out of any unwise
agreement, purchase or sale if it is made in good faith, honestly believing the same to be in the
Interest of the Association.
- ) Every office bearer or member of The Association, whether doing work with or without
remuneration, shall be indemnified by The Association and it shall be duty of The Association to pay all costs,losses and expenses which such office bearer or member may inure on behalf of The Association or become liable by reason of any contract entered into or things done by him/her as such office bearer or member in the discharge of his/her legitimate dutied provided that he/she has acted in good faith and has not committed fraud,embezzlement or a related crime and provided that such act and duty was properly sanctioned and /or authorized.
ARTICLE XXI: FELLOWSHIP OF THE COLLEGE OF PSYCHIATRISTS
- The Kenya Psychiatric Association shall establish the Fellowship of the College of Psychiatrists
with the aim of promoting study, research and the practice of Psychiatry.
- The College shall establish the status of fellowship and membership of the college and admit
appropriately qualified persons to the respective statuses.
- The National Executive Committee shall form a sub-committee with a mandate to research,
consult stakeholders and make recommendations on the establishment of the Fellowship of the
College of Psychiatrists with regard to:
i. Objectives of the College
ii. Governance Structures and linkage to current training programs
iii. Admission requirements and curriculum
iv. Qualifications and their recognition.
v Examinations and certification