THE CONSTITUTION OF OPERATIONS RESEARCH SOCIETY OF EASTERN AFRICA

1. NAME

The name of the Society shall be OPERATIONS RESEARCH SOCIETY OF EASTERN AFRICA (ORSEA).

2. OBJECTS OF THE SOCIETY

The objects of the Society are:

To foster the development of the science of Operations Research in Kenya in conjunction with other countries of East African region.
To foster the application of Operations Research wherever appropriate.
To foster the widest possible exchange of information and ideas on Operations Research related subjects within Kenya and between Kenya and other countries of the East African region.
To define standards of knowledge in and to further the study of Operations Research.
The Society is non-political.
The Society will form and register branches within Kenya.

3. MEANS OF ATTAINING THE OBJECTS OF THE SOCIETY

Subject to the provisions of the Constitution and By-Laws, the Society may:

Arrange for the Society to be registered or recognized in Kenya and to exercise any of its objects or powers in Kenya.
Affiliate with any organization having objects similar to those of the Society.
Merge with an organization having objects similar to those of the Society, and to transfer any part of its property, assets, liabilities and engagements to any such organization.
Raise and seek donations for the purposes of raising funds.
Secure the repayment or money so raised or borrowed or the payment of a debt or liabilities of the Society by giving mortgage charges or securities upon or over all or any of the real and personal property of the Society.
Purchase or lease, rent, hold or dispose of, construct or alter any equipment or buildings used as a college, library, offices or lecture rooms or any other property, real or personal, for the advancement of the Objects or any of them.
Open and operate any class of bank account in any bank in Kenya.
Sell, manage, lease, mortgage, dispose of or otherwise deal with all, or part of the property of the Society as may be deemed expedient with a view to the promotion of the Objects or any of them.
Form a library or libraries and one or more collections of equipment for the use of members and others and collect and collate and publish information of service or interest to members by printing and publishing or assisting in the publication of any newspapers, periodicals, journals, books, circulars or leaflets that may be thought desirable for the promotion of the Objects or any of them.
Contribute to the expenses of persons attending conferences or meetings or engaging in authorized travel or research to promote the Objects or any of them.
Appoint, suspend, or remove officers and lay down the conditions of their employment.
Hold or participate in the holding of conferences and meetings, the reading of papers and the delivery of lectures.
Conduct or participate in the conduct of examinations or assessment.
Award prizes for outstanding professional or academic achievement.
Define and ensure that all standards and ethics are adhered to.
Do all such other lawful things as are incidental or conducive to the attainment of the Objects of any them.

4. MEMBERSHIP

Any person over the age of 18 years shall be eligible for membership of the Society and shall, subject to the approval of the committee, become a member on payment of an entrance fee as will be applicable at the time of application and as per rule 14. Every member shall pay an annual subscription as shall be determined by the Executive Committee from time to time not later than the 15th day of the month of joining. The members shall comprise of founder member, honorary member, corporate institutions, individuals and non-corporate members (students individuals not working class and X-officials) and such persons or institutions under or pursuant to the provisions of this Constitution and the By-Laws, and who have signed an agreement to be bound by the Constitution and the By-laws of the Society, and the By-Laws of Chapter of which they are members. Any member may be expelled from membership if the committee so recommends and if a general meeting of the Society 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 Society, or that he has contravened any of provisions of the Constitution of the Society. The Committee shall have power to suspend a member from his membership until the next General Meeting of the suspension a member whose expulsion is proposed shall have the right to address the General Meeting at which his expulsion is to be considered. 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 moneys contributed by him at any time.

5. OFFICE BEARERS

a) The Office Bearers of the Society shall be the:

The Chairperson
The 1st Vice Chairperson
2nd Vice Chairperson
Secretary General
Organising Secretary
Treasurer
Country Chapter Representatives

All of whom shall be fully paid-up members of the Society and shall be elected at the Annual General Meeting to be held in each year

b) All Office Bearers shall hold office from the date of election until the succeeding Annual General Meeting subject to the conditions contained in sub-paragraphs (c) and (d) of this rule but shall be eligible for re-election

c) Any Office Bearer who ceases to be a member of the Society shall automatically cease to be an Office Bearer thereof

d) Office Bearers may be removed from office in the same way as is laid down for the expulsion of members in rule 4.4 and vacancies thus created shall be filled by persons elected at the General Meeting resolving the expulsion

6. DUTIES OF OFFICE BEARERS

a. CHAIRPERSON/PRESIDENT

The Chairperson shall, unless prevented by illness or other sufficient cause, preside over all meetings or the committee and at all General Meetings

b. 1st VICE CHAIRPERSON/VICE PRESIDENT

The Vice-Chairperson shall perform any duties of the Chairperson in his absence and deputize for him.

c. 2nd VICE CHAIRPERSON/VICE PRESIDENT

The 2nd Vice Chairperson shall Deputize the 1st Vice Chairperson

d. SECRETARY GENERAL

The Secretary shall deal with all the correspondence of the Society under the general supervision of the Committee. In cases of urgent matters where the committee cannot be consulted, he shall consult the Chairperson or if he is not available, the Vice Chairperson. The Decisions reached shall be subject to ratification or otherwise at the next committee meeting. He shall issue notices convening all meetings of the committee and all general meetings of the society and shall be responsible for keeping minutes of all such meetings and for the preservation of all records of proceedings of the society and of the Committee

e. ORGANISING SECRETARY

In the absence of the Secretary General, the Organising Secretary shall perform all the duties of the Secretary General and such other duties as shall be assigned to him by the Secretary General or committee whether the Secretary is present or not. Such other duties may include organizing conferences, workshops, meetings, and other occasional activities and events.

f. TREASURER

The Treasurer shall receive and shall also disburse, under the directions of the Committee, all moneys belonging to the Society 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 Committee and to the members that proper books of account of all moneys received and paid by the Society are written up, preserved and available for inspection.

g. COUNTRY REPRESENTATIVES

The Country Representative shall be the Coordinator of Country Chapter activities
Shall be the Representative of the Country Chapter to the Region
Shall liaise between the Chapter and the Region
Shall be the regular member of the Executive Committee who may be:- Assigned duties, collaboration in tasks and Ad hoc committees

7. ELECTION OF THE OFFICE BEARERS

7 (a) The Executive Committee Shall elect a Chairperson from Amongst the Delegates.

This Election shall take place with the Immediate Past Chairperson in the Chair, if available, otherwise a delegate selected by the Executive Committee. In the event of a deadlock of votes, the Chair shall exercise a second or casting vote. The Chairperson shall take the Chair on election if present in person.
The Executive Committee shall elect two Vice Chairpersons, Secretary General and a Treasurer from amongst the delegates.
An Office Bearer may resign office at any time by submitting a resignation in writing to the Secretary General and such resignation shall become effective immediately. Subject to the other provisions of this Constitution, an Office-bearer shall hold office from the date of election until the conclusion of the first meeting of the new Executive Committee.

7 (b) Eligibility for Position of President/Chairman ORSEA

Must be a registered member of ORSEA.
Must have been academic staff at the rank of at least Senior Lecturer at the time of the nomination.
Must have served the university for at least 7 years at time of nomination.
Must be full-time employee of the university or government department.
Must have been an active member of ORSEA for at least three (3) years.
Must be a sitting Dean, Principal, Deputy Principal, Rector, Deputy Rector, Director, Deputy Director, Deputy Vice Chancellor or Chancellor of the School, College, Faculty, Institute, or University.

7 (c) Eligibility for Position of Vice President/Vice Chairman ORSEA

Must be a registered member of ORSEA.
Must have been academic staff at the rank of at least Senior Lecturer at the time of the nomination.
Must have served the University for at least 7 years at time of nomination.
Must be full-time Employee of the University or government department.
Must have been an active member of ORSEA for at least three (3) years.
Must be a sitting Dean, Principal, Deputy Principal, Rector, Deputy Rector, Director, Deputy Director, Deputy Vice Chancellor or Chancellor of the School, College, Faculty, Institute, or University.

7 (d) Eligibility for Position of Secretary General ORSEA

Must be a registered member of ORSEA.
Must have been academic staff at the rank of at least Senior Lecturer at the time of the nomination.
Must have served the university for at least seven (7) years at time of nomination.
Must be full-time employee of the university or government department.
Must have been an active member of ORSEA for at least three (3) years.

7 (e) Eligibility for Position of Treasurer ORSEA

Must be a registered member of ORSEA.
Must have been academic staff at the rank of at least Senior Lecturer at the time of the nomination.
Must have served the university for at least five (5) years at time of nomination.
Must be full-time employee of the university or government department.
Must have been an active member of ORSEA for at least three (3) years.
Must have knowledge in accounting or finance.

7 (f) Eligibility for Position of Organizing Secretary ORSEA

Must be a registered member of ORSEA.
Must have been academic staff at the rank of at least Senior Lecturer at the time of the nomination.
Must have served the university for at least five (5) years at time of nomination.
Must be full-time employee of the university or government department.
Must have been an active member of ORSEA for at least three (3) years.

7 (g) Eligibility for Position of Country Chapter Representative ORSEA

Must be a registered member of ORSEA.
Must have been academic staff at the rank of at least lecturer at the time of the nomination.
Must have served the university for at least three (3) years at time of nomination.
Must be full-time employee of the university or government department.
Must have been an active member of ORSEA for at least three (3) years.
Must be sitting Head/Chair of Department or Dean or Associate Dean, Director, Deputy Director

7 (h) Other Criteria

No ORSEA member Country shall have more than four (4) executive members.
A country which wins position of President or Chairman/Chairperson shall NOT be eligible for Vice President/Vice Chairman.

7 (i) Nomination procedure

Interested candidates for elective position should declare their interest to the head of ORSEA Secretariat Nairobi at least 21 days before election.
The Returning Officer shall through a notice communicate to the electorate the existence of a leadership vacancy at least 30 minutes before close of nominations.
Any member of ORSEA can nominate a candidate.
Candidates must be nominated by one ORSEA member and seconded by another ORSEA member.
After nominations, the elections are held immediately by returning officer.

7 (j) Returning Officer

A returning officer from country chapters shall be nominated at the Annual General Meeting to run the election at regional level, assisted by the two others.
Electorate shall consist of all ORSEA members.
The electorate shall be Executive Committee.

7 (k) Mode of Voting/Electing

Voting Executive Committee shall be by secret ballot.
When only one (1) eligible candidate has been nominated or when only one (1) candidate is eligible and the rest of the nominated candidates are not eligible, voting shall not be necessary.

7 (l) Counting of Ballot

All ballots cast shall be counted at the election venue immediately after closure of the voting period.

7 (m) Declaration of Results

The Returning Officer or his/her nominee shall make public the results of the voting immediately.
Candidate with highest number of votes shall be declared winner.

7 (n) Eligibility to Voting

Individual ORSEA registered members.
Voting in absentia/proxy votes are allowed.

8. THE EXECUTIVE COMMITTEE

There shall be an Executive Committee

The Executive Committee shall consist of all the office bearers of the Society and such other members elected at the Annual General Meeting from all the Society's branches; such Committee shall meet at such times and places as it shall resolve but shall not be less than once in any one year. Unusual vacancies for members of the Executive Committee caused by death or resignation shall be filled by the Committee until the next Annual General Meeting of the Society. Vacancies caused by members of the Committee removed from office will be dealt with as shown in 5 (d).

9. DUTIES OF THE EXECUTIVE COMMITTEE

The Committee shall be responsible for the management of the Society and for that purpose may give directions to the office bearers as the manner in which, within the law, 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 such action shall be taken as seems to the committee desirable.

All moneys disbursed on behalf of the Society shall be authorized by the Committee except as specified in rule 14 (d).

10. GENERAL MEETINGS

a) There shall be two classes of General Meetings – Annual General Meetings and Special General Meetings.

b) The Annual General Meeting shall be held not later than 31st December in each year. Notice in writing of such Annual General Meeting, 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, by Press advertisement not less than 14 days before the date of the meeting.

The Agenda for any Annual General Meeting shall consist of the following:

Confirmation of the minutes of the previous Annual General Meeting
Consideration of the Accounts
Election of office bearers and the committee members and trustees where necessary
Appointment of auditors in accordance with rule 13 (a).
Such other matters as the committee may decide or as to which notice shall have been given in writing by a member to the Secretary at least four weeks before the date of the meeting.
Any Other Business with the approval of the Chairperson.

c) A Special General Meeting may be called for any specific purpose by the committee. Notice in writing of such meeting shall be sent to all members not less than 7 days before the date hereof and where practicable by Press advertisement not less than 7 days before the date of such meeting.

d) A Special General Meeting may also be requisitioned for a specific purpose by order in writing of such meeting shall be sent to all members not less than 2/3 members and such meeting shall be held within 21 days of the date of requisition. The notice for such meeting shall be as shown in rule 10 (c) and no matter shall be discussed other than that stated in the requisition

e) Quorum for General Meetings shall be not less than 50% of the registered members of the society.

11. PROCEDURE AT MEETINGS

a) At all meetings of the Society the Chairperson, or in his absence, the first Vice-Chairperson, or in the absence of both the second Vice Chairperson or in the absence of all three officers, a member selected by the meeting shall take the Chair.

b) The Chairperson may at his discretion limit the number of persons permitted to speak in favour of and against any motions.

c) Resolutions shall be decided by simple voting by a show of hands. In the case of equality of votes, the Chair shall have a second or casting vote.

12. TRUSTEES

a) All land, buildings and other immovable property and all investments and securities which shall be acquired by the society shall be vested in the names of not less than six trustees who shall be members of the society and shall be appointed at an Annual General Meeting for the 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.

b) 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 committee which shall authorize expenditure of such moneys as it thinks fit.

13. AUDITOR

a) An auditor shall be appointed for the following year by the Annual General Meeting. All the Society'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 receipt 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 society in what respect they are found to be incorrect, unvouched or not in accordance with the law.

b) 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 sent out. An auditor may be paid such honorarium for his duties as may be resolved by the Annual General Meeting appointing him.

c) No auditor shall be an office bearer or a member of the committee of the society.

14. FUNDS

a) Sources of funds for running of ORSEA activities.

Institutional or organizational contributions especially academic
Individual academic and non-academic staff or employees of Institutions
Students membership.
Grants through writing competitive grant proposals of not less than $50,000 at least 1 per year.
Conference contributions.
Government/Donor funds (If any)

(b) Fees charged.

(i) ORSEA Regional, Secretariat activities-Fees.

Institutional membership paid annually $3,000
Individual members who earn income from public or private sector pay annually $100
Students at Undergraduate $10 and at Postgraduate $20
Ex-Officials $150

(ii) ORSEA-Country Chapters - Fees

Institutional membership annually $200
Individual membership annually $50
Students $10 for undergraduate, $20 for postgraduate.
Ex-Officials $100

(iii) Grant proposal writing:

Executive through its membership to write at least 3 competitive and winning proposals for at least $50,000 each per year.

(iv) Conference contributions

Institutional contribute at $8000 or as per budget demand.

Individuals contribute at $200 or as per budget demand.

(v) Government / Donor funding.

Governments or and Donors may be appealed to, to fund ORSEA activities.

c) The funds of the society may only be used for the following purposes:

Investment on behalf of the Society in Banks, stocks or any other investments as approved by the Executive Committee
Purchase property on behalf of the society
Furthering the study of Operations Research

d) 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.

e) No payments shall be made out of the bank account within a resolution of the committee authorizing such payment and all cheques on such bank account shall be signed by the Treasurer or the and two other office bearers of the society who shall be appointed by the committee.

f) A sum not exceeding KShs.10,000 may not be kept by the Treasurer for petty disbursements of which proper account shall be kept.

g) The Committee shall have 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 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.

h) The financial year of the Society shall be from 1st January to 31st December.

15. BRANCHES

Branches of the Society may be formed with the approval of the committee and the Registrar of Societies and they will adopt the same constitution as that of the headquarters. The branches of the society may be formed with the approval of the committee and they will adopt the same constitution as that of the headquarters.

a) Amendments to the constitution can only be made by the headquarters of the Society in accordance with the provision of rule 16.

b) The provisions of rule 16 shall apply to branches but, in addition, branches will not be dissolved without consultation with their headquarters.

16. AMENDMENTS OF THE CONSTITUTION

Amendments to the constitution of the Society must be approved by at least a two-thirds (2/3) majority of members at a General Meeting of the society. They cannot, however, be implemented without the prior consent in writing of the Registrar, obtained upon application to him made in writing and signed by three of the office bearers.

17. DISSOLUTION

a) The Society shall not be dissolved except by a resolution passed at a General Meeting of members by a vote of two-thirds (2/3) of the members present. The quorum at the meeting shall be as shown in rule 10 (e). 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 society at least 14 days before the date of the meeting. The quorum for this second meeting shall be the number of members present.

b) Provided, however, that no dissolution shall be effected without prior permission in writing of the Registrar, obtained upon application to him made in writing and signed by three of the office bearers.

c) When the dissolution of the society has been approved by the Registrar, no further action shall be taken by the committee or any office bearers of the society in connection with the aims of the society other than to get in and liquidate for cash all the assets of the society. Subjects to the payment of all the debts of the society, the balance thereof shall be distributed in such other manner as may be resolved by the meeting at which the resolution for dissolution is passed.

18. INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

The books of account and all documents relating thereto and a list of members of the Society shall be available for inspection at the registered office of the society by any officer or member of the Society on giving not less than seven days notice in writing to the Society.