Our Constitution

The Constitution of Kenya Capital Investment Group

Article I
Formation of Club. The individuals signing this constitution are forming an investment club as its members. The club will be known as the Kenya Capital Investment Group (KCIG).
Article II
Section 1 - The purpose of the club is to pool member resources to invest at the Nairobi Stock Exchange and other stock markets as the opportunity arise.
· The Club shall neither deal on behalf of, nor advise any persons other than the Members, in relation to investments of any kind, nor arrange for any persons other than the Members to deal in investments.
· The club shall not act as a lender or borrower to any member or other external parties
Section 2 - The club goals are as follows:
Pool finances and ideas in investing in stock markets.
To become more knowledgeable, astute investors.
To create a stock portfolio with sustainable gains, dividends that will succeed in meeting our needs
To double our initial investment every 3 years.

Section 2 - Duration.
The club will begin on January 7th 2006 and will continue to operate year-round and for an initial period of 5 years, at which point, members will vote on whether to continue indefinitely. It is a condition of joining this club that members will commit to invest continuously for the initial 5 year period.
Section 4
New Members. The club may admit additional members at any time by two-thirds consent of all members. As a condition of membership, all members agree to be bound by the terms of this constitution and by all resolutions adopted or to be adopted by a vote of the members. (A specific requirement of every member is that he/she must have access to an operational email account and internet and make a best efforts attempt to access that account at a minimum of at least once per week.)

Non-assignability of Member’s Interest. No member may assign, transfer, pledge or hypothecate his or her membership or interest in the club without prior notice and approval at the discretion of the majority of members. Any attempt to do so shall be construed as such member’s election to withdraw from the club.


Article III
The Club will be governed by the decision of a majority of Members present and voting via regular meetings.

Section 1 - Meetings.
Meetings of KCIG will be held so that members can:
· Discuss and agree forthcoming investments
· Review performance of prior investments
· Review accounts
· Bring any other issues to the attention of the club
Meetings will be held on a monthly basis except in emergency circumstances.
Emergency meetings will only be held if agreed to by two-thirds of members
Additionally, the club will also hold an annual general meeting. The AGM will
· Elect officials for the forthcoming year
· Review past performance and set targets for the forthcoming year
· Review performance of and vote on our banker and stockbroker
Meetings will only be held if two-thirds of the members are present excluding those present by proxy.
Meeting notifications will be done during the prior meeting and club’s website and a subsequent reminder two days before the next meeting.
All club members are expected to participate equally in the management of the club and attend no less than 50% of Monthly General Meetings per annum. A member who flouts this rule can have their membership withdrawn subject to a two-thirds majority vote.
The club’s officials shall meet periodically to review the administrative functioning of the club. The officials shall report back to the membership if necessary either through email, website or at the nearest MGM. Scheduling of officials’ meetings is at the discretion of the officials.
Article IV
Section 1 - Club dues.
Each member must make monthly contributions of a minimum amount of £100 to the club portfolio by or on the respective month’s MGM.
Members can make their contributions in advance (limited to 12 months)-with agreement from tow thirds majority vote.
Each month’s contributions will be kept in the Club’s bank account, until the club’s monthly meeting when investment decisions will be taken.
If a member is delinquent in his or her monthly contributions for a period of more than 3 months without a reasonable explanation, their membership may be terminated from the club by a 75% majority vote of the members. The terminated member will receive an amount subject to the terms described in Article V of this constitution.
Members are responsible for providing up to date personal or professional information that may affect the club, to enable effective and efficient running.

Section 2 - Investing Conditions. Upon receiving membership to KCIG, each member will adhere to the following rules:
1. All investing decisions will be decided upon by a two-thirds majority vote.
2. Decisions related to the investment of the previous month’s collected dues will take place during each MGM unless situations outlined in Section 4.5 request otherwise.
3. Each investment shall be protected by a capital gain/loss limit only if the club decides to do so.
4. Each member understands that, regardless of their opinion on any vote, the majority decides the use of each member’s contributions.
5. If any member is massively in disagreement with any decision passed by a vote, that member may elect to terminate membership in KCIG in accordance to the guidelines set out in Article V.
Section 3 - Investment Accounts.
· There shall be maintained in the name of each member, a record of that member’s stake in the portfolio.
· Any increase or decrease in the value of the club’s investments on any valuation date shall be credited or debited, respectively, to each member’s capital account in proportion to the value of member’s capital account on said date.
· Dividends shall be allocated to the record of each member’s stake in the amount appropriate for that member’s particular holding.
· The value of each member’s account shall be communicated weekly via email based on Friday market close.
· Uninvested contributions for any given month shall be added to the clubs value and apportioned appropriately.
Section 4 - Member’s Stake. Members have equal voting rights regardless of the size of their stake in the club’s portfolio. Each member’s stake shall be limited to 20% of the portfolio’s total value. Members’ stakes shall be valued on the previous business day to MGM.
Section 5 - Annual Accounts: On the anniversary of the club’s first meeting, a full and complete account of the condition of the club shall be made to the members.
Section 6 - Bank Account: The members or club officials shall select a bank for the purpose of opening a club bank account. Funds deposited in said account shall be withdrawn only if the withdrawal is counter-signed by 2 out of the 3 acting officials plus an additional member.
Section 7 - Broker /Custody Account: The members will select a broker and enter into such agreements with the broker as required, for the purchase or sale of shares/bonds or other market instruments. All securities owned by the members shall be registered in the club name unless another name shall be designated by the members.
Section 8 - Liability. No member or official of KGIC is liable for any club member’s financial loss that may occur as a result of the club’s investment decisions.
Section 9 - Administration fee. By a majority vote, the club may agree on an annual non-refundable payment to the club to defray the club’s administration costs. The annual payment amount will be. If a member is delinquent in his or her annual administration fee for a period of more than 31 days unless approved by the club’s officials, the member may be terminated from the club by a more than two-thirds majority vote of the members. The terminated member will receive an amount subject to the terms described in of this constitution.
Section 7 - Club Structure. By a majority vote, club members may agree to have the club treated as a “ltd company” for tax purposes or in the event of participation in IPO should such an action be necessary.

Article V
Section 1 - Withdrawal of Interest:
On leaving before the expiry of the 5 year period, the member will receive the lower their contributions or their holdings in the club, less any transactional costs. Transaction costs are costs incurred in disposing some of the club holdings if the need arises to do so. Their refund will be processed within four weeks of their departure.
The member can also choose to leave their holding intact until maturity i.e. end of the 5 year period.
They will also have the option of inviting a substitute member to take over their investments with prior consent from a majority vote.
Death or legal incapacity of a member will be considered a voluntary withdrawal. Members will nominate a beneficiary for such an eventuality. Normal rules of withdrawal will suffice unless decided otherwise by two thirds of the membership.

Article VI
Officials.
xxxxxxxxxxx: Club Chair
xxxxxxxxxxx: Secretary/ Treasurer


Official duties.
Chairman/woman:
Chair club meetings ensuring strict adherence to meeting’s agenda and timing
ensures members are updated on club account,
Act as club representative in meetings with external bodies and especially banker, stockbroker and others as required
Assist on the treasury responsibilities
Assign researching responsibilities to members
Will have signing authority on withdrawals

Secretary/ Treasurer:
Will take down minutes in meetings and distribute to members.
Will organise the regular meetings i.e. venue and timing
Will oversee club finances,
Submit investment requests
Will summit monthly and year-end portfolio valuation reports
Will deputise for the club chair
Will have signing authority on withdrawals

Compensation. No official or other member shall be compensated for services given to the club, except for reasonable and necessary club expenses authorized by a two-thirds majority vote of the members.

Elections
· Elections will take place at the AGM
· Consecutive or multiple terms are acceptable.
· Voting
i. Nominations for officers will be held the day of elections. Self- nominations are acceptable.
ii. Eligibility
o Candidates must have been active members in the club for
o In order to partake in the voting process, members shall have attended at least one-half of the regular meetings
iii. Votes will be cast on paper in order to maintain anonymity.
iv. Each candidate will give a short speech prior to the casting of votes.
v. In the event of a tie, unless candidates concede the position to opponents, each will serve for a period of six months?




Article VII

Amendment of Constitution and Dissolution. This constitution of KCIG may be amended or KCIG may be dissolved upon a two-thirds affirmative vote of the entire membership at any regular or special meeting, provided that a written notice of the proposed amendment or proposed dissolution has been given to each member at least fourteen (14) days prior to the meeting. On dissolution, all the club’s debts and expenses will be paid first, and the club’s remaining assets will be distributed to the members in cash or in kind, or partly in cash and partly in kind, apportioned in accordance with the membership interests of the members.

IN WITNESS THEREOF, the founding members have signed and executed this Constitution of KCIG the Seventh day of January ,2007 , at London, UK.

Name Signature Passport/Id Number
John Maina ………………………… ……………………
………………………… ……………………
………………………… ……………………
……………………….... ……………………
………………………… ……………………
……………………….... ……………………
………………………… ……………………
……………………….... ……………………
………………………… ……………………
……………………….... ……………………
………………………… ……………………
……………………….... ……………………
………………………… ……………………
………………………… ……………………
……………………….... ……………………
Tony Maina ……………………….... ……………………


THIS AGREEMENT is made the seventh day of January 2007 with revisions on the following dates: