Constitution

THE PUBLIC RELATIONS SOCIETY OF KENYA CONSTITUTION ADOPTED DURING THE ANNUAL GENERAL MEETING HELD ON WEDNESDAY, 19TH JUNE, 2013

PREAMBLE
Slogan
Advancing excellence in public relations and communication management

Core Values
Excellence, Professionalism, Integrity, Dynamism

Vision
To develop the public relations and communication management practice, facilitate sharing of professional excellence for members and be a valuable resource base.

Mission
To promote excellence in public relations and communication management in Kenya by providing a forum for public relations practitioners to exchange skills, knowledge and ideas.

ARTICLE I
THE NAME
The name of the association shall be The Public Relations Society of Kenya, hereinafter referred to as the “Society”.

ARTICLE II
THE OFFICE 
The office of the Society shall be at such address in Nairobi as the Society may from time to time determine.

Branch Offices and Chapters
The Society may also have other subsidiary offices and chapters in other cities or towns within Kenya as shall be determined from time to time by the Committee in its sole discretion, which offices shall be branch offices of the Society and all such branch offices shall ascribe to this constitution and the Branch Office By-Laws as shall be passed by the Committee from time to time.

ARTICLE III
NATURE OF THE ORGANISATION
The Public Relations Society of Kenya is a non political and non profit making membership organization.

ARTICLE IV
The Society shall have the following objects:
i.    To be the recognized professional authority in Public Relations and Communication Management in Kenya
ii.    To establish and promote a high standard of professional ethics in Public Relations and Communication Management.
iii.    To educate and inform the public as to the purpose and practice of Public Relations and Communication Management
iv.    To contribute to the improvement of professionalism through education and training in Public Relations and Communication Management
v)    To affiliate or co-operate with or subscribe to any association, society or corporation in any part of the world whose objects are in general respects similar to the objects of this society.
vi)    To apply petition for or promote any Act of Parliament or of any other authority with a view to the attainment of the above objects or any of them.

The Society shall have the powers to:-
a.    To buy, take on lease or otherwise acquire(including acquisition by gift), assets of all kinds whether moveable or immovable as are in their opinion from time to time required for the better fulfillment of the objectives of the society.
b.    To solicit by public appeal or otherwise within Kenya or elsewhere donations, grants, gifts, legacies and bequests either in cash or in kind whether for the general purposes of the Society or for any specific purpose which is within the objectives of the Society from individuals, trusts, companies, corporations, firms, aid agencies, foundations, associations, governmental and inter governmental authorities or other sources.
c.    To construct and own such buildings or any immovable property which is for the time being comprised in the Society and to make such other improvements of all kinds as they  consider necessary or desirable for the better fulfillment of the objectives of the Society
d.    To expend such money and to incur such liabilities for the maintenance of the Society or any part thereof or for the objectives of the Society.
e.    To employ such researchers, programme promoters, advisers, consultants, managers legal counsel, accountants, auditors and other staff for such periods and on such terms as to remuneration or otherwise as they from time to time consider necessary or desirable for the better fulfillment of any of the objectives of the Society.
f.    To borrow such moneys as they may from time to time require for the better carrying out of the objectives of the Society and to give such security (if any) for the repayment thereof as it sees expedient.
g.    To grant leases and tenancies of any immovable property for the time being comprised in the society for such periods and on such terms as regards rent or otherwise as they think expedient
h.    To sell or otherwise dispose finally of any property or assets from time to time comprised in the Society on such terms as it sees fit.
i.    At any time to make such arrangements or draw up such schemes and by-laws and rules as it shall think fit for the administration of the Society.
j.    To do all such other things as are or may be deemed incidental or conducive to the attainment of any or all of the powers of the Society.

ARTICLE V
MEMBERSHIP
Membership of the Society shall be open to the following classes of membership and a current, valid certificate of membership issued by the Chairman of the Society will be in force at all times.
Honorary Fellow
Honorary Member
Fellow Member
Full Member
Associate Member
Student member

{i}    Honorary Fellow
In exceptional circumstances The Committee shall be empowered to confer upon the individual from within or without the Society the position honorary fellow in recognition of outstanding services as the case maybe.

Nominations for honorary fellowship shall be considered provided that they are made by at least two fellows or members, one of whom shall be a member of the committee.

Honorary fellow shall be entitled to use the designatory Hon.FPRSK respectively after their names and to hold a certificate of honorary fellowship and will exercise no voting rights

The abbreviation Hon. may be used by them in all appropriate circumstances in relation to their grade of membership.

{ii)    Honorary Member
In exceptional circumstances The Committee shall be empowered to confer upon the individual from within or without the Society the position honorary member in recognition of outstanding services as the case maybe.

Nominations for honorary membership shall be considered provided that they are made by at least two fellows or members, one of whom shall be a member of the committee.

Honorary member shall be entitled to use the designatory Hon.MPRSK respectively after their names and to hold a certificate of honorary membership of the Society and will exercise no voting rights

The abbreviation Hon. may be used by them in all appropriate circumstances in relation to their grade of membership.

{iii}    Fellow
The Committee shall be empowered in a manner hereinafter mentioned to confer fellowships upon members in recognition of their contribution in the public relations and communication management profession as defined by the Society from time to time and ten consecutive fully paid up years of membership. Nominations for fellowship shall be considered provided they are made by at least two fellows or members one of whom shall be a member of the Committee.

Fellows shall be entitled to a fellowship certificate, to use the FPRSK after their names and to exercise full voting rights in the affairs of the Society.

{iv}    Full Member
Individuals who at the date of their application have attained the majority age and whose applications are acceptable to the Committee provided that:
i}     They have had two consecutive years experience in the practice of public relations and communication management and can satisfy the committee as to their professional competence or
ii)    They have been engaged full time in public relations and communication management and are qualified to undertake the practice or
iii)    They have no experience but have been awarded academic qualification recognised by the Society in Public Relations and Communication Management.

Members shall retain this category of membership provided that they have attained 60 CPD points in each preceding year of membership towards their accredited practitioner status and/or as may be determined from time to time by the Society.

{v)    Associate Member
i}    Individuals who do not qualify as full members but are connected with public relations and communication management as a profession and satisfy The Committee as to their eligibility in this respect.

ii}  Associate members shall be entitled to use the designatory letters AMPRSK after their names and a certificate of associate membership and will exercise no voting rights.

iii}     Associate membership does not automatically ensure the transfer to full membership of the Society unless the criteria for full membership described under {iv} above applies.

{vi)    Student Member  
i}      Student members shall be open to non working individuals undertaking studies in public relations or related courses and have satisfied The Committee that they intend to pursue a career in public relations and communication management.

ii}     Student members will be entitled to retain such membership for a maximum period of five years from the date of admission to an institution of higher learning recognised by the Society.

iii}     Student members shall be entitled to use the designatory letters SMPRSK after their names and a certificate of student membership and will exercise no voting rights.

iv}    The Student Members admission to any other category of membership is subject to criteria set for such other categories.

{vii)     Members will be required to pay membership fees as recommended by the Society.  The said fees maybe amended from time to time and such amendment ratified by a resolution of a general or special meeting of the Society.

{viii}     Every member shall pay his annual subscription on demand.

{ix}       Any member who resigns or is removed from membership shall not be entitled to a refund of his subscription or any part thereof or any moneys contributed by him at any time.

{x}    Any member who falls into arrears for more than three (3) months shall automatically cease to be a member of the Society and his name shall be removed from the list of members. The Committee may, however at its discretion reinstate such member on payment of the total amount of subscription outstanding.

{xi}    Any member may be expelled from membership if The Committee shall resolve by two thirds majority of the full members present that such member should be expelled on the grounds that:
•    His conduct has adversely affected the reputation or dignity of the Society or,

•    He has contravened any of the provisions of the constitution and/or rules of the Society in particular the code of professional conduct approved by the Society and annexed to these rules.

{xii}    Any member aggrieved by a decision to The Committee expelling him from membership under article 5{xi} herein, may appeal to the Society’s general or specific meeting and the decision of the Society reached by simple majority of full members present shall be final.  An appeal to the Society shall be in writing addressed to the Chairman.

ARTICLE VI
  CODE OF PROFESSIONAL CONDUCT
{i}     The Society shall in pursuance of the objects stated  lay down a code of professional conduct. Such a code shall be approved by the Society and shall form an appendix to this constitution. The said code maybe amended from time to time by resolution of a general or special meeting of the Society, which shall be passed by two thirds of the full members present.

{ii}    All members of the Society shall subscribe to and uphold the code of professional conduct.

ARTICLE VII
OFFICE BEARERS
{I}    The office bearers of the Society shall be:
1.   The Chairman
2.    The Vice Chairman
3.    The Secretary
4.    The Treasurer
5.    The Assistant Secretary
6.    The Assistant Treasurer

{ii}    All office bearers shall be full members of the Society and shall hold office for two consecutive years until the next succeeding annual general meeting subject to the condition in {iii} below, but shall be eligible for re-election.

{iii}    Any office bearer who ceases to be a full member of the Society shall automatically cease to be an office bearer, and each office bearer shall be subject to the rules in respect of membership above.

{iv}    In the event of the death or resignation of an office bearer, The Committee of the Society may elect a full member to act in his place until such a time as the next general or special meeting of the Society is held.

{v}    Office bearers shall be elected at a general meeting of the Society ( see rule 9 below) and shall be proposed and seconded by full members of the Society. In the event of there being more than one nomination for any particular office, the Chairman of the meeting shall conduct a secret ballot.

ARTICLE VIII
DUTIES OF OFFICE BEARERS
{i}    The Chairman
The Chairman shall unless prevented by illness or other sufficient cause preside over all meetings of The Committee and at the annual general meeting or other general meetings of the Society.

{ii}    The Secretary
The Secretary shall deal with all the correspondence of the Society under the general supervision of the Committee. In case of urgency where the Committee cannot be consulted, he shall consult the Chairman, or if he is not available, the Vice Chairman. The decision reached will be subject to ratification or otherwise at the next Committee meeting. He shall issue notices convening meetings of the Society, and shall be responsible for keeping minutes of all proceedings and records and generally for the satisfactory administration of the affairs of the Society. He shall also maintain a member register in compliance with articles14 and 16 of the constitution.

{iii}    The Treasurer
The Treasurer shall receive and shall also disburse under the direction of The Committee moneys belonging to the Society and shall issue receipts for all moneys received by him and preserve vouchers for all money paid by him. The Treasurer is responsible to the Committee and to the members that proper books of account of all moneys received and paid by the Society are written, preserved and kept available for inspection.

{iv}    The Vice Chairman

The Vice-Chairman shall perform any of the duties of the Chairman in his absence or such other duties as maybe assigned to him by the Committee or the Chairman.

{v}    The Assistant Secretary

The Assistant Secretary shall perform any of the duties of the Secretary in his absence or such other duties as maybe assigned to him by the Committee or the Secretary.

{vi}    The Assistant Treasurer

The Assistant Treasurer shall perform any of the duties of the Treasure in his absence or such other duties as maybe assigned to him by the Committee or the Treasurer.

(vii)     Any candidate wishing to stand for election for the post of any officer shall be required to be validly nominated by at least two separate voting members at least one week prior to the election date and must have been a member of the Society for a period exceeding one year.

ARTICLE IX
THE COMMITTEE
{i}    The Committee shall consist of all the office bearers of the Society and not more than FIVE OTHER FULL MEMBERS ELECTED AT THE ANNUAL GENERAL MEETING. Such Executive Committee members shall hold office for two consecutive years and are eligible to offer themselves for re-election for a further term of two years.  The Executive Committee shall:

{ii)      Meet at such times and places as it shall resolve, but shall not meet less than once in any three months.

{ii}    The Committee until the next Annual General Meeting of the Society shall fill any casual vacancies for members of the Committee.

{iii}    The Committee shall have power to co-opt any person or institution who the Society feels would make positive contribution to its objects.

ARTICLE X
DUTIES OF THE COMMITTEE
{i}    The Committee shall be responsible for the management of the Society and for that purpose may give directions to the office bearers as to the manner in which, within the law, and in conformity with the constitution and/or rules of the Society, they shall perform their duties. The Committee shall have power to appoint such Sub-Committees as it may deem desirable to make reports to The Committee, upon which action shall be taken as seems to the Committee desirable.

The Committee shall also have the power to nominate individuals to represent the interests of the Society on any Task Force or other external committee or body that may be incorporated or set up from time to time.

The Committee may at its absolute discretion admit as Patron, person(s) whose accomplishments will make a major contribution to the profession, increase the common good and reflect credit on the Society.  The Patron(s) shall not be required to pay entrance fees or annual subscriptions and shall have all the rights and privileges of membership except the right to vote.

The Committee shall also be able to appoint and/or employ individuals and/or enter into contracts for the provision of services for and on behalf of the society on such terms and conditions, without limitation terms as to payment and/or remuneration, as the Committee shall in its sole discretion determine, provided that any such appointments and/or contracts may be terminated by the Society by way of resolution of the Committee.

{ii}    Except as otherwise specified herein, The Committee shall authorize all moneys disbursed on behalf of the Society.

{iii}    The quorum for meeting of The Committee shall be not less than six Full members of the Society.

(iv}    The Committee may from time to time, subject to the approval of the Society General Meeting, make, vary, or revoke bye-laws and/or a code of conduct for the regulation of the internal affairs of the Society, conduct of the members, conduct of its elections and conduct of its aims, objects and activities.  All bye-laws and/or codes of conduct shall be submitted to the General Meeting for approval and if approved shall, until revoked by the Committee, be binding on the members of the Society.

{vi}    In the event that any Committee member is absent without good reason from three consecutive meetings of the Committee, he/she shall be immediately suspended from office and the matter shall be referred to the Disciplinary Committee who shall determine what action should be taken in respect of such Committee member

{vii}    No member of the Committee shall be held personally liable for any acts done or carried out in good faith on behalf of the Society.

{viii}    The members of the Committee shall be entitled to remuneration and/or shall be reimbursed for expenses incurred in the course of their duties as officer and/or Committee members of the Society provided that any remuneration shall be first approved by a meeting of the Committee.

ARTICLE XI
GENERAL MEETINGS
{i}    There shall be two classes of general meetings, annual general meetings and special general meetings.

{ii}    The annual general meeting shall be held not later than 31st March each year. Notice in writing of such annual general meetings, accompanied by the annual statement of account and the agenda for the meeting shall be sent to all members not less than 21 days before the date of the meeting, and where practicable, the notice of the meeting shall be advertised in the press not less than 14 days before the date of the meeting.

{iii}    The agenda for the annual general meeting shall consist of the following:
a}    Confirmation of the minutes of the previous annual general meeting
b}    Chairman’s Report
c}    Consideration and adoption of accounts
d}    Elections
e)    Appointment of auditors
f}    Such other matters as the Committee may decide or of which a member or members shall have given notice in writing to the Secretary at least seven days before the day of the meeting.

{iv}    The Committee may call a special general meeting for a specific purpose. Notice in writing of such a meeting shall be sent to all members not less than 14 days before the date of the meeting

{v}    A special general meeting may also be requisitioned for a specific purpose by order in writing to the Secretary by no less than five full members and such meeting shall be held within 21 days of the date of the requisition. The notice for such meeting shall be issued as for {iv} above, and no matter shall be discussed other than the stated in the requisition.

{vi}    The quorum at a general meeting shall be not less than 10 fully paid-up members or 10% of the paid-up membership if the paid-up membership exceeds 100.

{vii}    At a general meeting only full members shall be permitted to vote.

ARTICLE XII
PROCEDURE AT MEETINGS
{i}    At all meetings of the Society, the Chairman or in his absence, the Vice-chairman, or in the absence of both these office bearers, a full member selected by the meeting shall take the chair.

{ii}    The Chairman may at his discretion limit the number of persons permitted to speak in favor of or against any motion.

{iii}    Except as otherwise provided for in these rules, resolutions shall be decided by simple voting by a show of hands by full members. In case of equality of votes, the Chairman shall have a second or casting vote.

ARTICLE XIII
AUDITOR
{i}    An auditor shall be appointed for the following year by the annual general meeting. All the Society’s accounts, records and documents shall be open to the inspection of the Auditor at any time. The Treasurer shall produce an account of his receipts and payments, and a statement of assets and liabilities made up to date which shall be not 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 Society in what respect they are found to be incorrect, unvouched or not in accordance with the law.

{ii}    A copy of the Auditor’s report on the accounts and statements together with such accounts and statements shall be furnished to all members at the same time as the notice convening the annual general meeting is sent out. An Auditor may be paid such honorarium as may be resolved by the annual general meeting appointing him.

{iii}       No auditor shall be an office bearer or a member of The Committee of the Society.

ARTICLE XIV
FUNDS
{i}    The funds of the Society may only be used for the following purposes:
a} furtherance of the objects of the Society; and
b} charitable purposes approved by the Committee

{ii}    All moneys and funds shall be received by and paid to the Treasurer and shall be deposited by him in the name of the Society in any bank or banks approved by The Committee.

{iii}    No payments shall be paid out of the bank account without a resolution of the Committee authorizing such payment and all cheques on such bank account shall be signed by the Treasurer and one other office bearer of the Society, and they shall be appointed for the purpose by the Committee.

{iv}    A sum not exceeding Kshs.10,000 may be kept by The Treasurer for petty disbursements of which proper account shall be kept.

{v}    The Committee shall have the 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 Society, and shall have power to appoint another full member in his place. Such suspension shall be reported to a general meeting to be convened on a date not later than two months from the date of such suspension and the general meeting shall have full power to decide what action should be taken in the matter.

{vi}    The financial year of the Society shall be from 1st January to 31st December.  All annual subscriptions for any one-year shall be due and payable on or before 31st November in the preceding year.  The annual subscription shall be paid in a single payment and shall not be paid by way of installments or otherwise unless approved by the Society at a General Meeting.

ARTICLE XV
AMENDMENTS TO THE CONSTITUTION
{i}    Amendments to the constitution of the Society including amendments to the code of professional conduct must be approved by at least by a two-thirds majority of full members at a general meeting of the Society. Such amendments cannot, however be implemented without the prior consent in writing of the Registrar of Societies obtained upon application to him made in writing and signed by three of the office bearers.

ARTICLE XVI
DISSOLUTION
{i}    The Society shall not be dissolved except by a resolution passed at a general meeting of members by a vote of two-thirds of the full members present. The quorum at such a meeting shall be 25% of paid up membership of the Society. If no quorum is obtained, the proposal for dissolution of the Society shall be submitted to a further meeting, which shall be held one month later. Notice of this meeting shall be given to all members of the Society at least 14 days before the date of the meeting. The quorum for this second meeting shall be the number of members present.

{ii}    Provided however that no dissolution shall be affected without prior permission in writing of the Registrar obtained upon application to him made in writing and signed by three of the office bearers.

{iii}    When the Registrar has approved the dissolution of the Society , no further action will be taken by The Committee or office bearers in connection with the aims of the Society other than to get in and liquidate for cash all the assets of the Society. Subject to the payment of all debts of the Society, the balance thereof shall be distributed in such a manner as may be resolved by the meeting at which the resolution for dissolution is passed.

ARTICLE XVII
INSPECTION OF ACCOUNTS, LIST OF MEMBERS AND REGISTERS
{i}    The book of account, documents relating thereto and a list of members and registers of the Society shall be available for inspection at the registered office of the Society by any member on giving not less than seven days notice in writing to the Society.

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