Gazetted Advisory on Conduct of Meetings

GAZETTE NOTICE NO. 5998
THE SOCIETIES ACT
(Cap. 108)
ADVISORY ON THE CONDUCT OF VIRTUAL AND HYBRID GENERAL
MEETINGS BY SOCIETIES
IT IS notified for general information that the Registrar-General
has issued the Advisory set out in the Schedule hereto for the conduct
of Virtual and Hybrid General Meetings by Societies for purposes of
the Act.
SCHEDULE
ADVISORY ON THE CONDUCT OF VIRTUAL AND HYBRID
GENERAL MEETINGS BY SOCIETIES
PART A − PRELIMINARY PROVISIONS
Objective
1. (1) The Advisory seeks to guide registered societies on how to
virtually conduct meetings for purposes of section 29 of the Societies
Act.
(2) Specifically, the Advisory is aimed at−
(a) providing clarity on how to conduct a hybrid or virtual meeting
for purposes of the Act;
(b) ensuring consistency in the conducting of general meetings amongst the different categories of societies registered under the Act;
(c) to clarify the responsibilities of office bearers in a meeting.
Definitions
2. In this Advisory, unless the context otherwise requires—
“Act” means the Societies Act;
“constitution” means the constitution and rules of the society developed in accordance with the Act;
“chairperson” means the chairperson of the society;
“hybrid meeting” means a meeting where some of participants are in the same physical location while other participants join the meeting through electronic means including videoconference, audio
conference, web conference, or such other electronic method;
“meeting” means—
(a) a hybrid annual general meeting;
(b) a hybrid special general meeting;
(c) a virtual annual general meeting; or
(d) a virtual annual general meeting;
“secretary” means the secretary of the society; and “virtual meeting” means a meeting where all the members join and participate in the meeting through electronic means including video conference, audio conference, web conference, or such other electronic method.
General Obligations
3. (1) A society seeking to hold a meeting must ensure that—
(a) it complies with its obligations provided in its rules or constitution relating to convening and procedure at meetings;
(b) the members are duly notified of the type and mode of conducting the meeting; and
(c) the technology used to conduct the meeting—
(i) can accommodate the expected number of meeting participants;
(ii) is accessible to the members of the society;
(iii) is secure and free from interference or access by unauthorised persons.
(2) A member of a society attending a meeting must ensure that he or she—
(a) complies with the obligation of members specified in the rules
and constitution of the society relating to attendance of meetings;
(b) exercises proper conduct and etiquette when attending the meeting; and
(c) maintains the security and confidentiality of the meeting.
PART B− PREPARATION AND PLANNING
Notice of Meeting
4. (1) A notice for an annual general meeting shall be at least twenty-one days and at least seven days for a special general meeting.
(2) The secretary shall submit a copy of the notice of the meeting to the Registrar of Societies.
Contents of Notice
5. (1) The form of a notice for a meeting shall be as set out in the Act and the constitution or rules of the society.
(2) Without prejudice to paragraph (1), the notice shall specify—
(a) the agenda of the meeting;
(b) the type of meeting, that is, whether it is an annual general meeting or special general meeting;
(c) whether the meeting shall be a virtual meeting or a hybrid meeting;
(d) the selected software or technology to be used in holding the meeting;
(e) the location in the case of a hybrid meeting; and
(f) any other relevant information.
Pre-meeting Co-ordination
6. In preparation for the meeting, the Secretary in consultation with the chairperson shall ensure that—
(a) any technological requirements for participating in the meeting are communicated to the members before the meeting;
(b) any facilitator or co-ordinator of the meeting is properly identified to the members;
21st August, 2020 THE KENYA GAZETTE 3239
(c) any meeting procedures are communicated to the members
including—
(i) how the participants will be expected to interact with the officials and other members in the meeting;
(ii) the process of voting or polling on any resolution; and
(iii) whether any recordings of the sessions shall be made or distributed.
PART C – PROCEDURE AT MEETING
Quorum
7. Unless otherwise provided, the quorum for a meeting shall be at least—
(a) two-thirds of the registered members for an annual general meeting; and
(b) one-third of the registered members for a special general meeting.
Procedure
8. (1) The chairperson shall preside over any meeting of the society but in his absence, the vice-chairperson shall preside over the meeting or any member elected by the members present to preside.
(2) The Secretary shall confirm the attendance and guide members on how to register their attendance in the meeting.
(3) The quorum for the meeting shall be confirmed in accordance with the Act and the rules or constitution of the society.
(4) The Secretary shall guide the members on how the meeting shall be moderated and how they shall participate in the deliberations and voting.
(5) In accordance with the rules or constitution of the society relating to the procedure at meetings, the chairperson shall guide the meeting through each agenda item.
Motions and Resolutions
9. Any matter or motions requiring resolution of the society shall be passed in accordance with the rules or constitution of the society.
Voting
10. (1) The Secretary shall utilise the tools available on the virtual platform, to facilitate the electronic voting process for all members.
(2) The results of the electronic vote shall be verified and announced in accordance with the rules or constitution of the society
PART D– PROCEDURE AFTER MEETING
Minutes of Meeting
11. (1) The secretary shall ensure that the minutes of the meeting are properly recorded and thereafter reduced into writing.
(2) The minutes of the meeting under paragraph (1) shall be duly executed by the officials of the society in accordance with the constitution or rules of the society.
Records
12. The society must maintain a proper record of the meeting including keeping a video recording of the meeting.
Reporting to the Registrar of Societies
13. Where the society passes a resolution that requires the consent of or notification to the Registrar of Societies, the society shall—
(a) submit its application or notification in accordance with the
Act;
(b) provided sufficient proof of its resolution including visual recordings of its decision and a list of members who attended;
and
(c) pay the requisite fee where applicable.
PART E – MISCELLANEOUS PROVISIONS
Guidance
14. Any person may seek guidance from the Registrar of Societies on any matter provided in this Advisory.
Review of Advisory
15. This Advisory may be reviewed from time to time to account for changes in government policy and the relevant law.
Dated the 12th August, 2020.
MARY NJUYA,
Registrar-General