(a)RULES OF PROCEDURE AT ALL MEETINGS

(i) The quorum at a general meeting of the Association shall be one-half of the full members of the Association or otherwise as the members may in general meeting from time to time determine.

(ii) The quorum of a meeting of the Board or any committee thereof, shall be at least one-half of the membership of the Board or committee, or such greater number as the Association may in general meeting from time to time determine.

(b) Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat, and in the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

(c) Minute books shall be kept by the Board and all committees, and the appropriate secretary shall enter therein a record of all proceedings and resolutions.

(d) Any failure to elect or appoint, or any defect in the election, appointment, co-option or qualification of any member, shall not invalidate the proceedings of the Board or any committee thereof.

VOTING RIGHTS

Each full member shall have one vote at general meetings, exercisable by a trustee, employee or other representative of the member concerned subject to any limitation on the choice of representative, which may be imposed by the Board in fulfillment of its duties.
Associate and affiliate members’ representatives shall have the right to participate in, but not vote at, general meetings.
Each member may appoint not more than two observers (who shall not be entitled to vote) to attend any such meetings.

DUTIES OF HONORARY OFFICERS

(a) Chairman - the Chairman shall, unless prevented by illness or other sufficient cause, preside over all meetings of the Board and at all general meetings.

(b) Vice-Chairman - the Vice-Chairman shall perform any duties of the Chairman in his absence.

(c) Secretary - the Secretary shall deal with all the correspondence and all records of the Association under the general supervision of the Board. In cases of urgent matters where the Board cannot be consulted, he shall consult the Chairman or in his absence the Vice-Chairman. He shall issue notices convening all meetings of the Board and all 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 the Board.

(d) Treasurer - the Treasurer shall receive and shall also disburse, under the directions of the Board, all moneys belonging to the Association and shall issue receipts for all moneys received by him and preserve vouchers for all moneys paid by him. The Treasurer is responsible to the Board and to the members that proper books of account of all moneys received and paid by the Association are written up, preserved and available for inspection.

BOARD AND HONORARY OFFICERS – METHOD OF SELECTION

(a) At each annual general meeting, the Association shall elect, in the manner prescribed below, the following Honorary Officers as members of the Board;

(i) Chairman
(ii) Vice-Chairman
(iii) Secretary
(iv) Treasurer

(b) The Association may also elect such other officers as it shall see fit from time to time decide.

(c) The Board shall consist of not less than seven or more than eleven officers, drawn from each of the three East Africa countries.

(d) Only trustees, governing officers, employees or other representatives of full members may be nominated for election under paragraphs (a) and (b) above.

(e) Full members shall be invited by notice given at least 30 clear days before the annual general meeting to make nominations for Honorary Officers and other officers of the Board. Such nominations must be made by or on behalf of full members of the Association in writing and must be received by the Board at least seven days before the annual general meeting. If prior to any annual general meeting, there is a lack of sufficient nominations to fill any elective vacancy further nominations, which must be valid under paragraph (d) above, may be proposed and seconded by full members at the meeting.

(f) Should nominations exceed vacancies, election shall be by written ballot at the annual general meeting.

(g) In voting for the Board, members shall be mindful of the advantages of having a Board whose membership is:

(i). Balanced between representatives of members of different sizes, types, and geographical locations, and between trustees and employees of members
(ii). Inclusive of people with disabilities and as regards gender
(iii). Diverse as regards ethnic, cultural and religious backgrounds.

In order to assist members in voting, the Board shall invite nominees to supply such information, as they may consider relevant for the above purpose. The Secretary shall also inform members at the annual general meeting of the attendance records for the last year of Board members seeking re-election.

(h) Election to the Board shall be for a term of three years, except that election as an Honorary Officer shall be for a term of one year. A year shall be counted from the conclusion of the annual general meeting at which election takes place to the conclusion of the next following annual general meeting. A person may not serve on the Board in more than one capacity as an Honorary Officer at a time, and election or appointment as an Honorary Officer shall take precedence over membership of the Board achieved by any other means.

(i) At the end of the specified term, a Board officer shall be eligible for re-election, provided that the following maximum periods shall apply:
(i) An officer may not serve for more than six successive years;
(ii) An Honorary officer may not serve as such for more than three consecutive years.
(j) A period of one year must elapse before any officer who has served for the maximum period shall be eligible for further election.

(k) Any casual vacancy on the Board may be filled by the Board by appointing any person who was eligible for election at the most recent annual general meeting or who is a trustee, employee or other representative of member that has been admitted to membership since that meeting. Any person so appointed shall hold office until the conclusion of the next annual general meeting and shall be eligible for election at that meeting.

(l) An officer may resign at any time by writing to the Chairman or Secretary and shall be deemed to have resigned if he ceases to represent a member or is disqualified or does not attend any of the meetings of the Board held during any period of twelve months.

(m) Honorary officers may be removed from office in the same way as laid down for the expulsion of members in clause 5(a)(ii) above and vacancies thus created shall be filled by persons elected at the general meeting resolving the expulsion.

(n) On appointment to the Board, each Honorary or other officer shall nominate in writing addressed to the Secretary, an alternate to attend Board meetings when he is unable to attend; such alternate must be approved by the Board.