IIA Kenya Constitution and Bylaws
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CONSTITUTION AND RULES FOR

THE INSTITUTE OF INTERNAL AUDITORS

KENYA CHAPTER

 [DOWNLOAD THE CONSTITUTION HERE - PDF]

1 - NAME

Name: This chapter of The Institute of Internal Auditors shall be known as the IIA-Kenya Chapter. (In this constitution referred to as the chapter)

2 – OBJECTS

(a) Advancement of Internal auditing profession.
(b) Offering Internal Auditing education conferences and
(c) Providing its members with information on new developments in Internal Auditing. (d) Non-political.
(e) Form branches
(f) Perform any and all acts, which are defined in the Certificate of incorporation and the Bylaws of The Institute of Internal Auditors, Inc Form branches.

3 – CHAPTER MEMBERSHIP

Section 1
The chapter membership shall consist of those duly admitted to any of the classes of membership as defined in the Rules and Bylaws of The Institute of Internal Auditors, Inc., and who are located in the chapter’s area and any others formerly located in the chapter’s area who, by written request, elect to remain affiliated with the chapter.

Section 2
a.  Membership in the chapter shall terminate on transfer to another Chapter or because of resignation or termination for any of the causes set Forth in the Bylaws of The Institute of Internal Auditors, Inc.
b.   Any member desiring to resign from the chapter shall submit his resignation To the secretary, which shall take effect from the date of receipt by the Secretary of such notice.
c.   Any member may be expelled from membership if the committee so recommends and if a general meeting of the chapter shall resolve by a two- Thirds majority of the members present that such a member should be expelled on the grounds that his conduct has adversely affected the reputation or dignity of the chapter. The board of governors shall have power to suspend a member from his membership until the next general meeting of the chapter following such suspension but not withstanding such suspension a member whose expulsion is to be considered.
d.   Any person who resigns or is removed from membership shall not be entitled to a refund of his subscription or any part thereof or any monies contributed by him at any time
e.   Any member who falls into arrears with his annual subscription for more Than six months shall automatically cease to be a member of the chapter and His name shall be struck off the register of members. The board of governors may however, at its discretion, reinstate such member on payment of the total amount of subscription outstanding.

Section 3

Membership Eligibility
All practicing internal auditors, public accountants, educators and auditing or business students over the age of eighteen years shall be eligible for membership of the Chapter and shall, subject to the approval of the committee, become a member on payment of registration fee of Kshs.3,000.00 and annual subscription of Kshs. 5,000.00 or the fee and subscription approved in the preceding general meeting.

Section 4

Membership Classes
The five classes of membership are:
a.   Member – Individual who have a direct jurisdiction over internal auditing Activities or who are actively engaged as internal auditors.
b.   Life member
c.   Educational member – Individuals principally employed as educators at colleges or universities.
d.   Student Members – Open to those engaged full time in study of internal auditing or related educational member.
e.   Retired member – Open to anyone who is a member in good standing of The Institute (The IIA) and who is retired.


4- BOARD OF GOVERNORS AND THEIR ELECTION

Section 1
Determining policies of the chapter shall be vested in the Board of Governors.

Section 2
The Board of Governors shall be constituted as follows:
(a) The officers of the chapter are the chairman, the 1st vice-chairman, the 2nd vice-chairman, the treasurer and the secretary.
(b) One three-year governor for every ten (10) members (not including limited To a total of not more than twelve (12) governors elected in the first year shall be elected to serve for one year, and one-third shall be elected to serve for two years. If the number of elected governors is not evenly divisible by three, the excess over an even division shall be, where applicable, one (1) elected for a one-year term and one (1) elected for a two-year term. If membership is such as to limit the number of elected governors to less than three, elections shall be for the following terms: One governor for a period of one year; second governor for a period of two years. Governors elected at the first meeting after the authorization of the chapter may, at the discretion of the Board of Governors, hold office for a period of one (1) full year beyond the unexpired part of the first year in which they were elected.
(c) The two most recent past chapter chairmen who are not holding other office in the chapter and who are still members therein.

Section 3
The Nominating Committee shall make nominations. In addition, nominations may be made on the floor.

Section 4
Governors of the chapter shall be after every 2 years and shall hold office until The election of successors unless the term of office terminates or is terminated as provided in the Bylaws of the Institute of Internal Auditors, Inc., or as Provided in the Bylaws of the Nairobi Chapter.

Section 5
Governors shall be elected by a majority vote of members and the voting shall be done through electronic means.

Section 6
A governor may be removed by a two-thirds vote of the Board provided such governor was granted an opportunity for a hearing before the Board. The Board shall also call a special meeting of the chapter to be held within thirty (30) days from the date of having taken such action. At this special meeting, the Board shall make a full and complete report of the action taken in removing the governor or governors along with the reasons. At the meeting, the office(s) made vacant shall be filled. A governor removed by the Board may be re-elected by the members and, if re-elected, may not again be removed for the same offense. Any governor may be removed by a two thirds vote of members of the chapter present at any duly held meeting provided notice of such proposed action was incorporated n the notice for the meeting. Such notice shall be mailed to the chapter members by the chapter secretary upon written petition of one-fifth o the members.

Section 7
If the office of any governor shall become vacant by reason of death, resignation, or otherwise, expect as provided in Section 6 of this article, the Board of Governors is empowered to fill this office for the unexpired term.

Section 8
If a governor’s IIA membership terminates for any reason, the office shall automatically become vacant.

Section 9

The resignation of any governor shall be tendered to the Board or may be acted on at any regular or special meeting of the Board.

Section 10
The Board of Governors shall have power to fix the time and place for each annual meeting and every special meeting of the chapter.

Section 11
The board of Governors shall meet at least four times in a year as such may elect as soon as possible after the annual meeting, the Board of Governors shall meet and determine the number of governors who shall constitute a quorum at all Board meetings during the year. At this meeting, at least half of the board members must be present to vote. Notice of the meeting of the Board of Governors shall be mailed by the secretary or as the Board may otherwise direct, but no failure or defect of notice shall invalidate the meeting or any business transacted or actions taken thereat.

Section 12
At the meetings of the Board of Governors, the majority vote of the governors present to vote will decide all issues as provided elsewhere in these Bylaws.

Section 13
The governors of the chapter shall receive no salaries or fees for their services. Governors may be reimbursed for expenses incurred in the performance of their duties subject to approval by the Board.

5 - OFFICERS AND THEIR ELECTION

Section 1
The elective officers shall be a chairman, 1st vice-chairman, 2nd vice-chairman, secretary and treasurer.
No person shall hold more than one office at a time.

Section 2
Nominations shall be made by the Nominating Committee and, in addition, may be made on the floor.

Section 3
Officers of the chapter shall be elected each April and shall assume their duties as of June 1 each year. They shall hold office until the election of successors unless the term of office terminates or is terminated as provided in the Bylaws of The Institute of Internal Auditors, Inc, or as provided in the Bylaws of the Nairobi Chapter.

Section 4
Officers shall be elected by a majority vote of members through electronic means.

Section 5
An officer may be removed for cause by a two-thirds vote of the Board of Governors provided this officer was granted an opportunity for a hearing before the Board.
The board shall call a special meeting of the chapter to be held thirty (30) days from the date when any such removal be voted. At this special meeting, the office(s) made vacant shall be filled. The officer removed by the Board may be re-elected by the members. If re-elected, the officer may not be removed by the governors for the same offence. An officer may be removed by a two-thirds vote of the members present at any duly held meeting of the chapter provided a notice of such proposed action was incorporated in the notice for the meeting. This notice shall be mailed to the members by the secretary upon written petition of twenty (20) members.

Section 6
If vacancy occurs by reason of death, resignation, or otherwise, except as provided in section 5 of this article, the Board of Governors is empowered to fill such office for the unexpired term.

Section 7
All officers except the chairman are eligible for re-election for successive terms.

Section 8
If an officer’s membership in the Institute of Internal Auditors, Inc., for any reasons terminates, the office shall automatically become vacant.

Section 9
An officer’s resignation shall be tendered to the Board of Governors and any may be acted on at any regular or special Board meeting.

6 – DUTIES OF OFFICERS

Section 1
The chapters chairman is the executive head of the chapter and, when present, shall preside at all meetings of the chapter and of the Board of Governors. The chairman shall be responsible for the enforcement of the Bylaws of the Institute of Internal Auditors, Inc., and the Bylaws of the chapter and the resolutions and proceedings of the Board of Directors and of the Board of Governors; shall keep the Board of Director of the Institute of Internal Auditors, Inc. and the Board of Governors of the chapter fully informed of the affairs of the chapter; shall also consult with the Board of Directors of The Institute of Internal Auditors and the Board of Governors of the chapter, whenever necessary, concerning the business of the chapter and its activities.

Section 2
The chapter’s vice chairman shall have such duties and powers as may be prescribed by the Board of Governors or delegated by the chapter’s chairman. In the absence or disability of the chairman, the vice chairman shall perform the chapter chairman’s duties.

Section 3
The chapter’s treasure shall be charged with the custody of the funds of the chapter and their proper disbursement under the rules prescribed by the Board of Governors. The treasurer shall make periodic reports as required by the treasurer of the Institute of Internal Auditors,Inc. and any other reports, which the Board of Governors may require. The treasurer shall be the disbursing officer of the chapter. The Board of Governors of the chapter may authorize the bonding of the chapter treasurer. At the termination of the treasurer’s term of office, the treasurer shall turn over to the Board of Governors all funds, records, papers, books, documents and all other property of the chapter having to do with the financial or other transactions or business of the chapter which might have come into his/her possession or might have compiled or created during his/her term of office.

Section 4
The chapter’s secretary shall perform those duties delegated by the chapter’s chairman or prescribed by the Board of Governors. The books of account shall be kept under the secretary’s jurisdiction. The secretary shall make reports as required by the Board of Governors or as required by the secretary of the Institute of Internal Auditors, Inc. The secretary shall notify each member of the chapter of all meetings and shall do any and all other things normally required by a chapter’s secretary to keep the officers and the Board of Directors of the Institute of Internal Auditors, Inc. and the Board of Governors and the chapter’s officers and members informed of the affairs of the chapter. The board of Governors may authorize the bonding of the secretary. At the termination of the term of office, the secretary shall turn over to the Board of Governors all records, papers, books, documents and all other property of the chapter which might have come into his/her possession or might have been compiled or created during his/her term of office.

Section 5
If the Chairman is absent from any meeting of the chapter or of the Board of Governors, and no one authorized to perform his duties is present or if the secretary is absent, a chairman or secretary pro tem or both as may be needed shall be appointed by a majority vote of the members present.

Section 6
The officers of the chapter shall receive no salaries for their services expect the secretary whenever the Board of Governors so directs. Officers may be reimbursed for their expenses incurred in the performance of their duties subject to such approval as may be determined by the Board of Governors.

7- COMMITTEES

Section 1
There shall be these standing committees appointed by the board of Governors
(a) An Audit Committee of one member, not an officer or governor.
(b) A Nominating Committee consisting of the chairman and at least four members. Other than the chairman, this committee shall not contain a majority of members who are also represented on the Board of Governors. The Board of Governors shall appoint this committee.

Section 2
There shall be these standing committee appointed by the chapter’s chairman:
(a) A Membership Committee with a minimum of three and a maximum of nine members.
(b) An Admissions Committee with a minimum of one and a maximum of nine members.
(c) A Certified Internal Auditor Program Committee.

8 - ANNUAL MEETINGS

Section 1
There shall be two classes of general meetings – annual general meetings and special general meetings.

Section 2
i. The annual general meeting shall be held not later than 30th April in each year. Notice in writing of such annual general meeting, accompanied by the annual statement of account (see rule 13(section 2)) 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, by Press advertisement not less than 14 days before the date of the meeting.
ii. The agenda for any annual general meeting shall consist of the following:
(a) Confirmation for the minutes of the previous annual general meeting.
(b) Consideration of the accounts.
(c) Elections of office bearers and the committee members (and trustee where necessary in accordance with rules 5 &12
(d) Appointment of auditors in accordance with rule 139 sect1)
(e) Such other matters as the committee may decide or as to which notice shall have been given in writing by a member of members to the secretary at least four weeks before the date of the meeting.
(f) Any other business with approval of the Chairman.

Section 3
A special general meeting may called for any specific purpose by the board of governors. Notice in writing of such meeting shall be sent to all members not less than 7 days before the date therefore, and where practicable by press advertisement not less than 7 days before the date of such meeting.

Section 4
A special general meeting may also be requisitioned for a specific purpose by order in writing to the secretary of not less than 20 members and such meetings shall be held within 21 days for the date of the requisition for such meetings. The notice shall be as shown in section 3 above and no matter shall be discussed other than that stated in the requisition.

Section 5
Quorum for general meeting shall be 25% or 100 of the registered members of the chapter whichever is less.

Section 6
The April meeting of Chapter Members of each year shall be considered the annual meeting for conduct of required business. Said meeting shall be convened on or before the 30th day of the month.

Section 7
The Chapter Year is the fiscal year beginning January 1. The officers elected at each annual meeting shall assume office on June 1 following their election with terms ending the following May 31st.

Section 8
Procedure at meetings
(a) At all meetings of the chapter the Chairman, or in his absence, the vice Chairman, or in the absence of both these officers, a member selected by the meeting shall take the chair.
(b) The chairman may at his discretion limit the number of persons permitted to speak in favor of and against any motion.
(c) Resolutions shall be decided by simple voting by a show of hand. In the case of equality of votes the Chairman shall have a second or casting vote.

9 - CHAPTER MEETINGS

Section 1
There shall be at least eight members’ meetings each Chapter year except the Board of Governors may authorize individual cancellations or postponements when circumstances dictate.

Section 2
At all Chapter meetings, a majority vote of members present and voting will decide all issues except as provided elsewhere in these Bylaws.

10 – AMMENDMENTS TO BYLAWS
These Bylaws may be amended at any regular or special meeting of the Chapter by two-thirds vote of members present and voting, provided that written notice of the proposed change and of the meeting has been mailed at least ten days previous to the date of said meeting.

11 – DISSOLUTION

Section 1
The chapter shall not be dissolved except by a resolution passed at a general meeting of members by a vote of two-thirds of the members present. If no quorum is obtained, the proposal to dissolve the society 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 the chapter at least 14 days before the date of the meeting. The quorum for this second meeting shall be the number of members present.

Section 2
Provided however, that no dissolution shall be effected without prior permission in writing of the Registrar and the Institute of Internal Auditors (The IIA) Headquarters obtained upon application to him made in writing and signed by three of the office bearers.

Section 3
When the dissolution of the society has been approved by the Registrar and The IIA, no further action shall be taken by the Board of Governors or any office bearer of the chapter in connection with the aims of the chapter other than get in liquidate for cash all the assets of the chapter. Subject to the payment for all the debts of the chapter, the balance therefore shall be forwarded to The IIA.

12 - TRUSTEES

Section 1
All land, buildings and other immovable property and all investments and securities which shall be acquired by the chapter shall be vested in the names of not less than 3 trustees who shall be members of the chapter and shall be appointed at an annual general meeting for a period of three years. On retirement such trustees shall be eligible for re-election. 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.

Section 2
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 Board of Governors which shall authorize expenditure of such monies as it thinks fit.

13 – AUDITOR

Section 1
An auditor shall be appointed for the following year by the annual general meeting. All the chapter’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 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 clarify that they are correct, duly vouched and in accordance with the law or report to the chapter in what respect they are found to be incorrect, unvouched or not in accordance with the law.

Section 2
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 the notice convening the annual general meeting is sent out. An auditor may be paid such honorarium for his duties as may be resolved by the annual general meeting appointing him.

Section 3
No auditor shall be an office bearer or a member of the committee of the chapter.

14 - FUNDS
The chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. No part of said funds shall inure, or be distributed to the members of the chapter; any funds remaining shall be forwarded to Institute headquarters.

Section 1
The funds of the chapter may only be used for the following purposes:
(a) Conferences and seminars expenses,
(b) Traveling and accommodation expenses for employees,
(c) Payment of salaries and allowance of employees,
(d) Rent and statutory payments and
(e) Authorized reimbursements to the officers.

Section 2
All moneys and funds shall be received by and paid to the Treasurer and shall be deposited by him in the names of the chapter in any bank or banks approved by the committee.

Section 3
No payments shall be made out of the bank account without a resolution of the Board of Governors authorizing such payment and the Treasurer and two other office bearers of the chapter who shall be appointed by the Board of Governors shall sign all cheques on such bank account.

Section 4
A sum not exceeding Kshs. 2000/= may be kept by the Treasurer for petty disbursements of which proper account shall be kept.

Section 5
The Board of Governors shall have power to suspend any officer bearer who it has reasonable cause to believe is not properly accounting for any of the funds or property for the chapter and shall have power to appoint another person 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 further action should be taken in the matter.

Section 6
The financial year of the chapter shall be from 1st January to 31st December.

15 – BRANCHES

Section 1
Branches of the chapter may be formed with the approval of the Board of Governors and the Registrar and they will adopt the same constitution as that of the headquarters with the following exceptions:
(a) The aim and objectives will not include the formation of branches.
(b) Amendments to the constitution can only be made by the headquarters of the society in accordance with the provisions of rule X.
(c) The provisions of rule XI shall apply to branches but, in addition, branches will not be dissolved without consultation with their headquarters.
Notes:
(i) All such branches are required to be registered under the chapter Act, 1968, in exactly the way as the headquarters.

16 – INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

The books of accounts and all documents relating thereto and a list of members of the chapter shall be available for inspection at the registered office of the chapter by any officer or member of the chapters on giving not less than seven days notice in writing to the chapter. (This rule applies to registered chapter only).

July 2016

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