Enkusero Sampu Conservancy (ESC) dedicated to preserving and protecting the diversity of the natural wildlife resources of this rich region. ESC seeks ways in which wildlife and people can co-exist symbiotically.
The Conservancy is called the Enkusero Sampu Conservancy, hereinafter referred to as “organization”.
The objectives of the organization within the area as outlined on the attached map are:
2.1. To protect wildlife and trees in Enkusero Sampu Conservancy for future generations especially in the area and in Kenya
2.2. To Sustainably manage wildlife, trees and other natural resources in Enkusero Sampu in accordance with the approved management plan to maximize the benefits returns to the community.
2.3. To improve the environment by returning wildlife and by Conserving Indigenous trees in Enkusero Sampu
2.4. To generate income from Tourism enterprises (i.e. Camping and Game Viewing) which will provide incentives to the Community for the management of the Conservancy.
3. Membership and fees
3.1. The following persons qualify for membership of the organization:
3.1.1. The registered owner of land within the defined area and approved by management; or
3.1.2. The registered owner of land adjacent to the defined area who wants to add his land to the defined area and is approved by management; or
3.1.3. The tenant of any land referred to in clauses 3.1.1 and 3.1.2, with the consent of the owner; or
3.1.4. Any other person who is approved by management under special circumstances; and
3.1.5. Who pays the membership fees as determined in accordance with this constitution set out from 3.1.1 to 3.1.4.
3.2. Members shall pay the membership fees as determined by the founding meeting and thereafter as determined by annual general meeting. No later than 60 days after the general meeting.
4. Defined area
The defined area of the organization includes the land that the conservancy consists of indicated on a 1 : 50 000 Topographical maps. The external boundary of the conservancy should represent at least 80% of the land, whose owners are members of the conservancy.
5. Juristic person
The organization is a juristic person and has the full capacity to perform all juristic acts necessary for the attainment of its objectives which include, without detracting from the generality of the foregoing, to open and operate one or more bank accounts and invest funds; employ or dismiss persons; etc.
6.1. The financial year of the organization runs from the date it is founded until 28 February of the following year and thereafter from the first of March of each year until the 28th of February of each subsequent year.
6.2. All financial transactions of the organization are recorded by the treasurer or in his absence or inability to act, the secretary.
6.3. Each year, after conclusion of the financial year, the treasurer or secretary, as the case may be, presents a complete financial report to the annual general meeting.
6.4. The Chairman and every other person who serves in the management of the organization sign the report referred to in Clause 6.3.
6.5. Every paid-up member is entitled to have insight into the financial records of the organization.
6.6. Should the assets of the organization exceed the value of KES 20 000.00 (twenty thousand only) a certificate by an auditor shall accompany the financial statements.
7. Annual meeting
7.1. The annual general meeting is convened by the management within 90 days after the end of the financial year of the organization, i.e., 90 days after the 28th of February.
7.2. Notice of the annual general meeting is given in writing to each member not less than 21 days prior to the intended meeting.
7.3. A quorum will exist at an annual general meeting if one third of the paid-up members are present in person or are represented by another person in terms of a written proxy. If a quorum is not present at an annual general meeting, the meeting shall be reconvened on notice of not less than 7 days. At the meeting so convened the members present shall constitute a quorum.
7.4. The following matters shall be dealt with by the annual general meeting
7.4.1. A report by the chairman concerning the year’s activities;
7.4.2. The election of the management for the following year;
7.4.3. The financial report;
7.4.4. The determination of membership fees;
7.4.5. Any other matter placed on the agenda by paid up member 2 days before the meeting; with the secretary.
7.5. Only members, whose membership fees have been paid at the time of the annual general meeting, or their authorized representatives, shall be entitled to speak at the annual general meeting or to cast a vote during the meeting.
7.6. Notice of an annual general meeting is done by ordinary post to the address on membership list.
8. Special general meetings
8.1. A special general meeting may be called at any time by the management in the same way as an annual general meeting is convened, except that the period of notice may be reduced to 14 days.
8.2. A special general meeting must be convened by management if:
8.2.1. 20% of paid-up members request such a general meeting;
8.2.2. Or Conservation and Environment Management Act (NEMA), or an appointed representative requests such a general meeting.
8.3. The request is in writing and contains the signatures of the members requesting the meeting; and
8.4. The request reaches the management not less than 30 days before the date of the special general meeting.
8.5. The notice of the special general meeting shall clearly set out the matters in relation to which the special general meeting is requested.
8.6. Only those matters placed on the notice shall be discussed at the special general meeting and no other matters.
8.7. Notice of a special general meeting is given by ordinary mail to the address of members as it appears in the records of the organization.
8.8. A quorum will exist at a special general meeting if one third of the paid-up members are present in person or are represented by another person in terms of a written proxy.
8.9. Only members whose membership fees have been paid at the time of the special general meeting, or their authorized representatives shall be entitled to speak at the meeting or to cast a vote during the meeting.
9.1. The management of the organization is elected annually at the annual general meeting, and comprises the following officers:-
9.1.2. Deputy Chairman;
9.1.5. Environmental Project co-coordinator; and
9.1.6. Additional assistant members or committees as required may be elected at an annual general meeting by management.
9.2. Management may appoint assistant members or committees as required. An appointed assistant management member or committee shall attend management meetings when required for the duration of his/her appointment, but shall not be entitled to vote.
9.3. Management holds their office from the date of appointment, until their successor is appointed by the next annual general meeting.
9.4. Should any management member resign or become unable to discharge his/her duties for any reason prior to the next annual general meeting the management may appoint a successor. Such a nominated management member shall be deemed to be appointed by the annual general meeting and his term of office shall expire when the term of office of the management expires.
9.5. The organizations management shall control committees and assistant members’ tasks.
9.6. Management-assistant members and committees may be re-elected after their term of office expires.
9.7. Committee members and assistant members are also subject to matters referred to in 9.3 and 9.4.
9.8. The management of any management members or committee or assistant member may be discharged by any general meeting prior to the expiry of his/her term of office.
10. Management meetings
10.1. A representative nominated by the Kenya Wildlife Service,( NEMA), shall be entitled to attend management meetings and to address it, but shall not be entitled to vote.
10.2. At a general meeting as well as at a management meeting the chairman shall have the deliberating vote, as well as a casting vote in the event of an equality of votes.
10.3. The management meets: –
10.3.1. At least 4 times a year at a time and place as determined by the chairman; and
10.3.2. The secretary notifies the Kenya Wildlife Service and Kenya Wildlife Conservancies Association, or an appointed representative of the meeting at least 7 days prior to the meeting.
11.1. The secretary keeps minutes of each meeting of the management as well as of each general meeting.
11.2. Minutes must be confirmed and signed by both the chairman and the secretary. A copy of the minutes of each annual general meeting and a copy of the financial report as well as a list of elected management members are submitted to the Kenya Wildlife Conservancies Association, Kenya Wildlife Service and Ministry of Sports and Culture, or an appointed representative within 30 days after each annual general meeting.
11.3. Every paid-up member is entitled to have insight into the minutes of the management meetings as well as the minutes of general meetings.
12.1. Immediately after the founding of the organization a copy of the constitution and the minutes of the founding meeting, together with the names of the members of the management, are submitted to the Kenya Wildlife conservancies Association, Kenya Wildlife Service and The Ministry Of Sports and Culture, or an appointed representative.
12.2. Changes to the constitution may only take place:
12.2.1. At an annual general meeting or at a special general meeting convened specifically for this purpose; and
12.2.2. At which a quorum is present; and
12.2.3. In relation to which a two thirds majority of members, present in person of proxy, approves the changes and
12.2.4. Full-particulars of the proposed changes were given to members in the notice of the annual general meeting.
12.2.5. The changes to the constitution are in line with government policy, and therefore need to be approved by the Ministry of Sports and Social Services, or an appointed representative.
13. Powers of management
13.1. Management has the power and capacity to perform all acts required to give effect to this constitution and the attainment of the objectives of the organization.
13.2. Management may delegate any of its powers to any management member or to any other member of the organization, but remains responsible to the general meeting of the organization for the execution thereof.
13.3. Management members perform their duties without any remuneration, subject thereto that any management member who incurs expenses in the execution of his/her duties with the prior written consent of the management, signed by two members of management, shall be reimbursed by the organization, and
13.4. At a general meeting may award an honorarium to any management member.
14. House rules:
14.1. All members shall have the following basic rights:-
14.1.1. To attend, speak and to vote at all community meetings of the conservancy/community forest in any village meeting and/or in a general meeting.
14.1.2. To inspect writing of any correspondence and decisions taken in general meeting or in the conservancy management committee meeting.
14.1.3. To oversee the documentation of incomes and rights for making copies from such documents.
14.1.4. To inspect the register book for members of the conservancy.
14.1.5. Access to use natural resources within the conservancy is free to all community members, including grazing, fuel wood collection and thatching.
14.1.6. According to the constitution, all members will have equal rights and opportunities to the use of natural resources, unless or otherwise based on the resolution of the annual general meeting or special meeting which may give special rights and benefits in relation to the natural resource base of the conservancy.
14.2. All members shall have the following obligations:
14.3. To abide by the lawfully taken resolutions of the structure of the conservancy.
14.4. To refrain from killing, harming and or otherwise interfere with any tree or wildlife and/or its habitat without the permission from the management committee of the conservancy, except when such actions are provided in the management plan, in terms of the Environmental Management and Coordination Act , 1999.
15.1. The organization may at any time if two thirds of the paid-up members vote for dissolution at a special general meeting convened for that purpose.
15.2. If the organization dissolves:
15.2.1. All assets of the organization shall be liquidated and decided between the members who were paid-up as at the date of the resolution was taken; and
15.2.2. The Ministry Of Sports and Culture, or an appointed representative shall be informed of the meeting at which the resolution to dissolve was taken.
15.3. If any of the assets of the organization resulted from the co-operation between members in projects and in relation to which members made direct contributions which were not borne by other members, the proceeds of such assets shall be divided between the members concerned in ratio of their contributions. Provided such co-operation of members was or is set in writing and approved by management.
15.4. Notwithstanding clause 15.2.1; and 15.3.2 Provided that the members concerned can prove to the satisfaction of the management that this clause applies to those assets.
Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, the singular the plural, the part the whole, references to any gender include all genders, „including“ has the inclusive meaning frequently identified with the phrase „but not limited to“ and references to „hereunder“ or „herein“ relate to this Constitution.
17. Cessation of activities
17.1. In case of a cessation of activities the Ministry Of Sports and Culture, or an appointed representative may convene a special meeting of those members whose fees are paid with the purpose of dissolving the organization.
17.2. Reasons for cessation of activities may be:-
17.2.1. Activities undertaken that are not in line with the objectives of the conservancy programme;
17.2.2. Constitution of the organization is not in line to Government policy, and therefore cannot be recognized by a government institution.
When adopted and signed by the Establishing Members of the Conservancy present in the first annual general meeting, this constitution shall be recognized as the Constitutionof ENKUSERO SAMPU CONSERVANCY