The Constitution of EventHub

To empower the Galole community of Tana River County with skills, platforms and opportunities in order to address the issues of poverty and social and economic empowerment — including through EventHub’s events marketplace, awards programmes, digital watch offerings, tours and travel, and community development interventions rooted in Hola and the surrounding riverine communities.

Having thus stated the main objectives, within the framework of the foregoing, the organisation shall have the following specific objectives:

1. (a) Events, Awards, Watch, Tours and Travel

   To develop, operate and promote EventHub as a marketplace and community platform based in Hola, Tana River, for live events, award concerts, livestreams and on-demand shows, tours and travel experiences — enabling organisers, artists, youth groups and community enterprises across Galole and Tana River to list, sell tickets, collect votes, stream content and receive payments through mobile money and cards, and thereby create local jobs and income.

2. (b) Environment Conservation

   To promote environmental conservation activities including tree planting and the reservation of natural resources in the communities of Galole and greater Tana River. Youths will be encouraged and supported to establish tree nurseries to raise seedlings for sale as income-generating projects. They will also be trained on tree management practices and on record keeping of income generated from the sale of tree seedlings.

3. (c) Environmental Oversight and Protection

   To improve oversight and protection of the environment and natural resources, including indigenous forests, the Tana River corridor and water catchment areas, as a way to curb a major cause of poverty.

4. (d) Harnessing Natural Resources

   To help in the harnessing of natural resources for economic recovery, including community tourism, cultural events and riverine livelihoods linked to EventHub’s tours and travel programmes.

5. (e) Economic Empowerment

   To raise, mobilise and disburse funds and other resources to enhance economic empowerment of river-lake communities, persons with disabilities, women and youths in Hola and Galole by building their capacities through appropriate business management trainings, digital skills for event and ticket sales, and financial support.

6. (f) HIV/AIDS

   To carry out HIV/AIDS advocacy campaigns through public awareness meetings, community events and trainings for affected and non-affected individuals and groups, and to provide care and support to orphaned and vulnerable children and people living with HIV/AIDS (PLWHAs) through food aid, clothing and subsidised school fees for orphaned and vulnerable children. Under this specific objective, EventHub shall also establish day-care centres to cater for orphaned, vulnerable and destitute children.

7. (g) Education

   To establish schools to support education for orphaned children and to provide training for youths in areas of interest ranging from service-based business skills, event management, digital marketing and hospitality to accredited courses. EventHub shall employ teachers, advisors, experts and other staff in furtherance of these objectives, in order to provide high-quality education and improve standards of learning within the organisation’s supported schools.

8. (h) Food Security

   To initiate food production interventions among food-insecure communities in Tana River through appropriate trainings in modern farming techniques to ensure sufficient food to meet household food needs. This objective also endeavours to provide trainings in agri-business for target communities so they can increase food availability, improve dietary utilisation, and increase access to — or establish — markets to sell surplus food and raise household income.

9. (i) Collaboration and Networking

   To assist small-scale farmers to improve food security in livestock and crop farming through training, provision of certified seeds and upgrading of indigenous livestock breeds. To promote or assist partnering community-based organisations, faith-based organisations, church-led development groups, event organisers and tourism operators aimed at helping poor communities in Hola, Galole and the wider target area to improve the quality of life through training and material support to undertake their desired interventions.

10. (j) Improve Human Habitats

    To assist vulnerable community members in river- and lakeside urban centres, particularly those living in slum areas in and around Hola, to establish better housing environments through construction of improved housing structures and recreational facilities in congested low-income human dwellings.

11. (k) Water

    To improve clean water accessibility to poor wetland and arid communities in Tana River by sinking boreholes and shallow wells in drier areas, so that communities may access drinking water fit for human consumption, particularly those living in water-inadequate places. To assist in the building of water reservoirs, underground tanks and dams to capture rainwater for use in the dry season.

The subscribers to this Constitution and such other persons or organisations as the Board of EventHub may from time to time admit to membership shall be the members of the organisation. There shall be nine (9) persons who shall be the members of the organisation. A person shall cease to be a member only if:

(i) He or she gives one (1) month’s notice in writing to the Board of intention to resign from membership. Upon the expiry of such notice, he or she shall cease to be a member, but liability to contribute to the funds of the organisation in the event of its being wound up or dissolved shall continue for one (1) year from the expiry of such notice.

(ii) He or she is removed from membership by the vote of not less than two-thirds (2/3) of the members of the organisation at an extraordinary general meeting specially convened for that purpose, and at which he or she has been given a reasonable opportunity of attending and being heard.

A member of the Board of EventHub must:

• Be interested in the functions of EventHub as an organisation, including its events, awards, watch, tours, travel and community development work in Hola and Galole.
• Be willing to work within a group in EventHub.
• Be in a position to make contributions for EventHub or to find others who will.
• Be a responsible member of a community within the Tana River / Galole ecosystem, or demonstrably committed to serving that community.
• Be well known in the fields in which EventHub functions (events, culture, tourism, digital enterprise, community development or related fields).
• Be an expert or professional in a relevant field (including but not limited to law, accounting, ICT, hospitality, tourism, media, education or theology).
• Be a person of integrity and good standing.

• Act prudently in the best interest of EventHub and the communities it serves in Hola and Tana River.
• Approve operating budgets.
• Establish long-term plans for the organisation, including growth of the EventHub platform and community programmes.
• Discuss and vote on the highest-priority issues of the organisation.
• Set organisational policies.
• Hire and evaluate key staff of EventHub.
• Carry out fundraising activities for EventHub.

Until otherwise varied by a special resolution passed at a general meeting, the Board shall consist of the honorary posts of Chairperson, Secretary and Treasurer. There shall also be a Chief Executive Officer who shall be an ex-officio member of the Board. The Board shall be the policy-making organ of EventHub. The minimum number of Board members shall be seven (7) and the maximum number shall be nine (9).

There shall be the office of the Chief Executive Officer, who shall be the head of the secretariat. The day-to-day affairs of EventHub shall be managed by the Chief Executive Officer, who shall be in charge of the organisation’s affairs, including operations of the events marketplace, awards, watch, tours and travel services and community programmes from the Hola office.

The management shall pay all expenses incurred in setting up and registering the organisation and shall exercise such powers of the organisation as are not required by this Constitution to be exercised by a general meeting, in order to achieve the objectives of EventHub. No regulation made by the organisation in a general meeting shall invalidate any prior act of the management which would have been valid if such regulation had not been made.

The Chief Executive Officer shall be responsible to the general meeting and to the Board. He or she shall be an employee of EventHub and the office shall fall under the secretariat, whose terms of service shall be determined by the Board. The Chief Executive Officer shall, inter alia:

• (a) Represent and act on behalf of EventHub generally.
• (b) Do all such acts as may be necessary for the efficient running of EventHub’s affairs.
• (c) Keep full, complete and up-to-date records of EventHub’s affairs.

The interim members of the Board shall be appointed in writing by the subscribers to this Constitution and shall include three persons who shall act respectively as Chairperson, Secretary and Treasurer of EventHub, until the conclusion of the first annual general meeting, when a substantive Board shall be appointed to serve for a period of three (3) years; provided that a member of the Board shall be a member of the organisation.

The Board may from time to time and at any time appoint any member of EventHub, in case of a vacancy or by way of addition to the Board, provided that the prescribed maximum is not thereby exceeded, and provided also that the proposal to appoint any new member of the Board under this Article shall be set out in a formal resolution forming part of the notice convening the Board meeting.

Any member of the Board may appoint another member to be his or her alternate to act in his or her place at any meetings of the Board at which he or she is unable to be present. Such appointees shall be entitled to exercise all the rights and powers of a member of the Board and, where they are themselves members of the Board, shall have a separate vote on behalf of their appointors in addition to their own votes. A member of the Board may at any time revoke the appointment of an alternate appointed by him or her. The appointment of an alternate shall be revoked if the appointor ceases to be a member of the Board. Every appointment and revocation under this Article shall be effected by notice in writing under the hand of the appointor, served on EventHub and on such alternate.

EventHub shall at the annual general meeting in each year elect from its members a Chairperson, Vice-Chairperson, Secretary and Treasurer. The above officials shall hold office until the next annual general meeting following that at which they were elected, when they shall retire but shall be eligible for re-election. If the Chairperson, during his or her term of office, should cease to be a member of EventHub, resign from office or die, the Board shall elect one of their members to hold office until the next annual general meeting when a new Chairperson shall be elected. The same procedure shall apply to the Vice-Chairperson, the Secretary and the Treasurer.

The Chairperson shall:

• (a) Chair all meetings of the Board and all general meetings.
• (b) Provide general guidelines related to the affairs of EventHub. In his or her absence the Vice-Chairperson shall chair the meeting.

The Secretary shall:

• (a) Keep minutes of the meetings of the Board and of general meetings.
• (b) Carry out all correspondence and publicity on behalf of EventHub.
• (c) Arrange for meetings of EventHub on the instructions of the Board, or in special circumstances on the instructions of a general meeting.

The Treasurer shall generally ensure that proper accounting procedures are adhered to and shall:

• (a) Oversee proper accounting of all the financial records of EventHub.
• (b) Open a bank account on the advice of the Board and ensure that all drawings from the accounts are countersigned either by the Chief Executive Officer or his or her deputy.
• (c) Provide reports on the financial statements of EventHub and audited accounts to the general meeting.

The Board may by resolution remove any member of the Board from office (other than the official subscribers / founder members registered as the Chairperson, the Secretary and the Treasurer). Should such a member be aggrieved at his or her removal, he or she may appeal to a general meeting to be called for this purpose. In the meantime, he or she shall cease to act as a member of the Board and to hold any other office under EventHub. The members for the time being of the Board may act notwithstanding any vacancy. If the members of the Board shall at any time be reduced in number to less than the minimum number prescribed by this Constitution, then six (6) shall be the quorum for the purpose of filling up vacancies in the organisation and of summoning a general meeting, but not for any other purpose. The Board may co-opt any person to advise the Board in any capacity which the Board shall think fit.

The Board shall meet for the despatch of business, adjourn or otherwise regulate their meetings as they think fit. Meetings may be held at the Hola office or at such other place, or by such electronic means, as the Board may approve. The quorum necessary for the transaction of business shall be not less than half the number of the members of the Board for the time being. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairperson shall have a casting or second vote.

(a) Normal meetings. All normal meetings shall be summoned by the Secretary, acting in consultation with the Chairperson and the Board, by giving at least fifteen (15) days’ notice accompanied by the proposed agenda.

(b) Requisitioned meetings. A member of the Board may request a meeting, and on the request of at least two (2) members of the Board, the Secretary shall at any time summon a meeting of the Board by at least twenty-one (21) days’ notice served upon the several members of the Board, with an indication of the proposed agenda.

1. The Board may delegate any of their powers to committees consisting of such members of the Board as they think fit, and any committee so formed shall, in the exercise of the powers delegated, conform to any regulations prescribed by the Board. The meetings and proceedings of any such committee shall be governed by the provisions of this Constitution regulating the meetings and proceedings of the Board so far as applicable and so far as not superseded by any regulations of the Board.

2. All acts bona fide done by any meeting of the Board or of any committee of the Board, or by any person acting as a member of the Board, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Board.

3. A resolution in writing signed by not less than two-thirds (2/3) of the members for the time being of the Board or of any committee of the Board who are duly entitled to receive notice of a meeting of the Board or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Board or of such committee duly convened and constituted.

The office of a member of the Board other than the three founder office bearers of EventHub (the Chairperson, the Secretary and the Treasurer) shall be vacated:

• (i) If a receiving order is made against him or her, or he or she makes an arrangement or composition with his or her creditors.
• (ii) If he or she becomes of unsound mind.
• (iii) If he or she fails to attend the meetings of the Board for a period of six (6) months, except by special leave of the Board.
• (iv) If by notice in writing to EventHub he or she resigns his or her office.
• (v) If he or she is removed from office by a resolution duly passed under this Constitution.
• (vi) If he or she is removed from membership of EventHub pursuant to a resolution of the organisation.

1. EventHub shall in each year hold a general meeting as its annual general meeting, in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen (15) months shall elapse between the date of one annual general meeting of EventHub and that of the next. The annual general meeting shall be held at such time and place in Hola, Tana River, or elsewhere as the Board shall appoint.

2. The annual general meeting shall be called an ordinary general meeting and all other general meetings shall be called extraordinary general meetings.

1. The Board may, whenever it thinks fit, convene an extraordinary general meeting.

2. The Board shall also, on the requisition of not less than one-third (1/3) of the members of EventHub, proceed to convene an extraordinary general meeting; provided that the requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the office in Hola.

Twenty-one (21) days’ notice at least (exclusive of the day on which the notice is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of the meeting, shall be given. EventHub may, notwithstanding that a meeting is called by shorter notice than that specified in this Constitution, be deemed to have been duly called if it is so agreed by all the members entitled to attend and vote; provided also that the accidental omission to give notice to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that meeting.

1. All business shall be deemed special that is transacted at an extraordinary general meeting and also all that is transacted at an ordinary general meeting with the exception of the consideration of the accounts and balance sheets, the reports of the Board and the auditors, the election of the Board, appointment of auditors, and the fixing of the remuneration of the auditors. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Members present in person or by proxy shall constitute a quorum.

2. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; and in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall then be dissolved.

3. The Chairperson, or in his or her absence the Vice-Chairperson of the Board, if present, shall preside at every general meeting. If there is no such Chairperson or Vice-Chairperson, or if at any meeting neither is present within fifteen (15) minutes after the time appointed for holding the meeting, the members present shall designate one of their number to be chairperson of the meeting.

4. The chairperson of any meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished. When such adjournment extends to more than thirty (30) days since the original date of the meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.

1. Every member shall have one vote; provided that when any matter affecting a member personally comes before the meeting, although he or she may be present, he or she shall not be entitled to vote on the question and the chairperson may require him or her to withdraw during the discussion, and he or she shall in that case withdraw accordingly.

2. On a poll, votes may be given personally or by proxy; provided that the instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorised in writing, or if the appointor is a corporation either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of EventHub; provided that no person shall be entitled to be appointed proxy for more than two (2) absent members.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, or a notarially certified copy of that power or authority, shall be deposited at the office or at such other place as is specified in the notice convening the meeting, not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty-four (24) hours before the time appointed for taking the poll, and in default the instrument of proxy shall not be treated as valid. An instrument of proxy shall not be treated as valid after the expiration of twelve (12) months from the date of its execution.

4. At any general meeting, a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two (2) members. Unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. A demand for a poll may be withdrawn.

5. A poll demanded on the election of the chairperson, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

6. In case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place, or at which a poll is demanded, shall be entitled to a second or casting vote.

Any corporation or association which is a member of EventHub may, by resolution of its directors or other governing body, or by notification in writing under the hand of some officer of such corporation as may be duly authorised on that behalf, authorise such person as it thinks fit to act as its representative at any meeting of EventHub, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation or association which he or she represents as that corporation or association could exercise if it were an individual member of EventHub.

The funds and assets of EventHub shall be applied solely towards the promotion of the objectives of the organisation as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, gift, bonus or otherwise by way of profit to the members of EventHub; provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of EventHub, or to any member of EventHub, in return for any services actually rendered to the organisation, or prevent the payment of interest at a rate not exceeding current bank rates on money lent, or reasonable and proper rent for premises demised or let by any member to EventHub.

Provided also that no non-executive member of the Board shall be appointed to any salaried office of EventHub or any office of EventHub paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by EventHub to any such Board member except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to EventHub.

A member of the Board who is in any way, whether directly or indirectly, interested in a contract or proposed contract with EventHub shall disclose the nature of his or her interest at a meeting of the Board at which the question of entering into the contract is taken into consideration. A member of the Board shall not vote in respect of any contract or arrangement in which he or she is interested, and if he or she shall do so his or her vote shall not be counted.

If upon the winding up or dissolution of EventHub there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of EventHub, but shall be given or transferred to other institution(s) or organisation(s) having objects similar to those of EventHub, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on EventHub under this Constitution; provided that such institution or institutions is or are to be determined by the members of EventHub at or before dissolution, and in default thereof by a Judge of the High Court of Kenya, and if and so far as effect cannot be given to the aforesaid provision, then to some other charitable objects.

Every member and other officer or servant of EventHub shall be indemnified against (and it shall be the duty of the Board out of the funds of EventHub to pay) all costs, losses and expenses which such a person may incur or become liable for by reason of any contract entered into, or act or thing done by him or her in good faith in the capacity aforesaid, in any way in the discharge of his or her duties, including travelling expenses; and the Board may give to any officer or employee of EventHub who has incurred or may be about to incur any liability at the request of or for the benefit of the Board such security by way of indemnity as it may think proper.

Every member of EventHub undertakes to contribute to the assets of the organisation in the event of its being dissolved or wound up while he or she is a member, or within one (1) year of his or her ceasing to be a member, for payment of the debts and liabilities of EventHub contracted before he or she ceases to be a member, and the costs, charges and expenses of dissolution or winding up, and for the adjustment of the rights of the contributories amongst themselves, such sum as may be required not exceeding the sum of Kenya Shillings One Thousand (KSh 1,000/=).

1. It shall be the duty of the Treasurer, in liaison with the Finance Director (if any), to cause accounts to be kept and in particular as regards:

• (a) The sums of money received and expended by EventHub and the matters in respect of which such receipts and expenditure take place.
• (b) The assets and liabilities of EventHub.

2. The books of account shall be kept at the office in Hola or at such other place as the Board thinks fit, and shall always be open to the inspection of the members of the Board during business hours.

3. At the annual general meeting in every year, the Board shall lay before the members present a proper income and expenditure account for the period since the last preceding account, made up to a date not more than nine (9) months before such meeting.

4. A proper balance sheet as at the date on which the income and expenditure account is made up shall be prepared every year and laid before the members present at the annual general meeting. Every such balance sheet shall be accompanied by proper reports of the Board and the auditors.

5. Copies of the income and expenditure account, balance sheet and reports, all of which shall be framed in accordance with any statutory requirements for the time being in force, and of any other documents required by law to be annexed or attached thereto or to accompany the same, shall, not less than twenty-one (21) clear days before the date of the annual general meeting, be sent to the auditors and to all other persons entitled to receive notices of such meetings in the prescribed manner.

1. EventHub shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting; provided that a member of the Board or other officer of EventHub shall not qualify to be appointed auditor of the organisation.

2. The Board may fill any casual vacancy in the office of auditor, but while any such vacancy continues, the surviving or continuing auditor(s), if any, may act.

3. The remuneration of the auditors of EventHub shall be fixed at the annual general meeting, except that the remuneration of any auditor appointed to fill a casual vacancy may be fixed by the Board.

4. Every auditor of EventHub shall have the right to see all relevant vouchers and shall be entitled to access at all times to the books and accounts he or she requires from the Board.

5. Every auditor shall make a report to the members on the accounts examined by them and on every balance sheet laid before EventHub at its annual general meeting during their tenure of office, and the report shall state: (a) whether or not they have obtained all the information and explanations they have required; and (b) whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of EventHub’s affairs.

Save where by this Constitution the decision of the Board is made final, if at any time hereafter any dispute, difference or question shall arise between the founder members, trustees (if any) or other persons or their personal representatives or any of them respectively touching the construction, meaning or effect of this Constitution or any clause or thing therein contained, or the rights or liabilities of the said parties respectively or any of them under this Constitution or otherwise howsoever in relation to the Constitution, then every such dispute or question shall be referred to arbitration by a single arbitrator appointed by agreement between the parties and in default of such agreement by the Chairperson for the time being of the Chartered Institute of Arbitrators (Kenya Branch), in accordance with and subject to the provisions of the Arbitration Act (Chapter 49) of the Laws of Kenya or any statutory modification or re-enactment thereof for the time being in force. Seat of arbitration shall, unless otherwise agreed, be Hola or Nairobi, Kenya.

The books of account and all documents relating thereto and a list of members of EventHub shall be available for inspection at the office in Hola by any member of EventHub on giving not less than seven (7) days’ notice in writing to the organisation; provided that the books of account and all documents relating thereto and the list of members shall always be open for inspection by members of the Board during business hours.

The financial year of EventHub shall begin on the first day of January and end on the last day of December of every year, or at such other times as the Board may from time to time determine.

Subject to the provisions of Regulation 21(1) of the NGOs Regulations (or any applicable successor regulation), EventHub may by special resolution pass, modify or repeal this Constitution or adopt a new Constitution or change the name of the organisation; provided that no such alteration, amendment or modification shall be made which shall impair or prejudice the effectiveness of the prohibitions contained in this Constitution against distribution of the income, property and assets of EventHub to the members.

EventHub shall not be dissolved or wound up except by a resolution passed by the three founder directors of the organisation (the Chairperson, the Secretary and the Treasurer), which shall be ratified at a general meeting of the members by votes of two-thirds (2/3) of the members present. The quorum at the meeting shall be fifty per cent (50%) of all members of EventHub. If no quorum is obtained, the proposal to dissolve or wind up EventHub shall be submitted to a further general meeting which shall be held one (1) month later. Notice of this meeting shall be given to all members of EventHub at least fourteen (14) days before the date of the meeting. The quorum for this second meeting shall be the number of members present.

EventHub will not be dissolved without prior consent in writing of the Non-Governmental Organisations Co-ordination Board, obtained upon a written application addressed to the Executive Director of the Non-Governmental Organisations Co-ordination Board and signed by three officials (the Chairperson, the Secretary and the Treasurer) of EventHub.

Upon dissolution of EventHub, its remaining assets shall be distributed to another organisation or organisations with similar objectives, in accordance with Article XXVI of this Constitution.