MITSUBISHI OWNERS CLUB KENYA (MOCK) CONSTITUTION

P.O. BOX 105214-00100, NAIROBI

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1. NAME

CONSTITUTION AND RULES

The name of the Club shall be ‘MITSUBISHI OWNERS CLUB KENYA’ (In this Constitution referred to as “MOCK”).

2. OBJECTIVES

1. Provide a social and friendly forum for Mitsubishi vehicle owners who are members of MOCK to occasionally convene meetings with other stakeholders in the motor vehicle industry including manufactures and suppliers of various motor vehicle parts to discuss Mitsubishi related issues.

2. Provide members of MOCK with necessary help and advice on where to purchase Mitsubishi spare parts and garages to repair their cars hence keep their cars on the roads at minimum costs.

3. Provide services that enhance preservation and appreciation of all Mitsubishi models.

4. Encourage social contact among members of MOCK that goes within and outside the country both in person and online.

5. The Club shall incorporate and maintain an interactive Blogging site within its main website, which shall be maintained as follows:

   • The Blog shall be run by the Social Media Specialist, assisted by an editorial sub- committee, as may be appointed from time to time.

   • The Blog shall publish articles/write-ups contributed by club members, on members’ personal profiles as well as car reviews and other emerging issues in the motoring world.

   • The editorial team shall not publish any political, religious, or other posts that are likely

     to bring conflict among members.

   • With the authority of the editorial team, the Blog may publish guest articles/write-ups

     that are relevant to club members’ welfare or Mitsubishi vehicles.

6. Through the services of members of MOCK who are professionals in different sectors, members will benefit from services such as basic mechanical, valuation, inspection services, verification of status of members cars at the registrar of motor vehicles, secure insurance policies among many others.

7. Promote cooperation with other car clubs in Kenya and in other parts of the world with a solid purpose of exchanging ideas. This promotes diversity.

8. Promote, conduct, and participate in monitoring activities such as rallies and highlight motoring related activities e.g., TGRV, TT etc.

9. Foster courteous and friendly driving on Kenyan roads by giving members an opportunity to attend seminars, educate members on proper driving skills, use of roads and the need to observe road traffic laws.

10. Safeguard the interests of members of MOCK and help each other in times of need.
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k. Generally, do all such lawful things as may be incidental or conducive to the attainment of any or all the objectives contained within this section.

3. MEMBERSHIP

1. Any person who is over the age of 18 [EIGHTEEN] years and owns a Mitsubishi vehicle is eligible to apply for membership in MOCK and shall, subject to the approval of the committee, become a member upon payment of a stipulated fee of Kenya Shillings One Thousand Five Hundred (KShs 1,500.00).

2. A membership renewal fee of KShs 500 will be paid by current members on or before January 31st of every year. Failure to pay the annual membership renewal fees automatically disqualifies one from being a member.

3. The Club refrains from manifesting racial, political, gender or religious discrimination during its activities and requires the same of its members and officials.

4. Application for membership shall be made through referral from any of the members and shall be considered by the Committee on the official communication channels (email or WhatsApp). Until acceptance by the Committee has been conveyed to the applicant, he or she shall have no voting rights or be added to any official members’ group.

5. The Committee shall have complete and absolute discretion to accept, refuse or defer any application without having to disclose any reason for its decision.

6. When a member no longer owns a Mitsubishi vehicle for whatever reason, they cease to be a MOCK member, subject to clause 3(N).

7. Any member desiring to resign from the Club shall submit his/her resignation to the secretary, which shall take effect from the date of receipt of such notice.

8. Disciplinary and Dismissal Procedures: Any member may be expelled from membership if the Committee so recommends and if a general meeting of the Club shall resolve by a two-thirds (2/3) majority of the members present that such a member should be expelled on these grounds;

   1. Alleged breaches of the Club Rules

   2. Engagement/ Cases of Violence

   3. Careless driving during club activities

   4. Infighting

   5. Incitement against other members

   *Any matter in which a member engages in any conduct which is inappropriate, unlawful or behaves in a manner which is unacceptable or opposed to the general interest of the Club or which brings the Club into disrepute.

   The Committee shall have power to suspend a member from his/her membership until the next general meeting of the Club following such suspension. Notwithstanding such suspension, a

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member whose expulsion is proposed shall have the right to address the general meeting at which his/ her expulsion is to be considered.

i. Dispute Resolution Model: There shall be a governance body that will ensure the Club’s prosperity that collectively directs the club’s affairs while meeting the appropriate interests of the members and relevant stakeholders. The caretaker committee composition shall be made up of reputable individuals who are not official members of the Club.

The Caretaker Committee will serve as the highest level of appeal for any disputes that are not settled at the Disciplinary Committee level.

Composition of the Disciplinary Committee:

a) Disciplinary Secretary – nominated by the Club Officials. Secretary of the Disciplinary Committee shall be tasked with calling the committee when and as required.
b) Nominated Members – Three (3) nominated members recommended by the Club Officials and voted in by the Club Members.

c) The Club Secretary - who has no voting power; their mandate is to record and inform the club of the proceedings and outcome.

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Disciplinary Process

1. Any person who resigns or is removed from membership shall not be entitled to a refund of his/ her subscription or any part thereof or any monies contributed by him/her at any time.

2. Membership of the club shall not give any member any rights, title, claim, interest, or demand in, or to, any monies, property, or assets of the club, but will only confer on such a member the right to use and enjoyment or property or facilities provided by the club for benefit of its members.

3. The club is a non-profit- making organisation and club fees as determined from time to time by the Committee. It will be used solely for the administration and promotion of the club for the benefits of its members.

4. Each member’s financial liability to the club will be restricted to his or her fees and subscriptions.

n. Honorary Members: Honorary membership will not be pursued for members who exit. For avoidance of doubt honorary membership it is the following Eleven (11) key founding members of MOCK: Joab Mbalanya, Joseph Maina, Patrick Onyango, Peter Munene, Kapil Tak, Geoffrey Gitagia , Charles Whitaker, Fred Ndaga, Dennis Chege, Eugene Otieno and Karimi Rweria.

o. Car Specialists/Experts: Because of their technical and/or mechanical expertise, vehicle specialists/ experts will be incorporated into MOCK as members regardless of whether they own a Mitsubishi vehicle or not. They’ll be capped to a maximum of 5 specialists. As for other experts, such as legal, accounting and/or audit experts, they shall be picked to work with the officials on advisory capacity, as need arises.

4. OFFICE BEARERS

a. MOCK office bearers shall be fully paid-up members and shall be elected a month prior to the annual general meeting and confirmed at the AGM.

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b.

c. d.

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 but shall not hold office for more than two terms.

Any office bearer who ceases to be a member of MOCK shall automatically cease to be an official thereof.

Office bearers may be removed from office in the same way as is laid down for the expulsion of members in rule 3 (d) and vacancies thus created shall be filled by persons elected at the general meeting resolving the expulsion.

5. DUTIES OF OFFICE BEARERS

1. a)  Chairperson: The Chairperson shall, unless prevented by illness or other sufficient cause, preside

   over all meetings of the committee and at all general meetings.

2. b)  Club Secretary: The Club Secretary shall deal with all MOCK correspondence under the general supervision of the committee. In cases of urgent matters where the committee cannot be consulted, the Club Secretary shall consult the Chairperson, and if not available, the Vice- Chairperson. The decision reached shall be subject to ratification or otherwise at the next committee meeting. The Club Secretary shall issue notices convening all Committee meetings and all general meetings of the Club and shall be responsible for tabulating and keeping minutes of all such meetings and for the preservation of all records of proceedings of the Club and of the committee.

3. c)  Treasurer: The Treasurer shall receive and disburse, under the directions of the committee, all monies belonging to the Club, issue receipts for all monies received and preserve invoices and receipts for all monies paid from the Club accounts. The Treasurer is responsible to the committee and to the members that proper books of account of all monies received and paid by the Club are recorded, preserved and available for inspection upon request.

4. d)  The Public Relation Officer’s duties/responsibilities will include the following:

   • Leading and supporting our various partnership efforts

   • Provide support in identifying and selecting key partners to work with, that is, generating

     leads and opening conversation with key stakeholders

   • Creating proposals and presentation to enable partnership opportunities

   • Developing plans and methods to promote the objectives and activities of the club as well

     as planning the Club’s publicity strategies and campaigns

   • Creating awareness of club activities and projects among club members, media, and the

     community

   • Producing media releases in accordance with the publicity plan on club activities and

     achievements, personalities and other matters that promote the Club

5. e)  The Social Media Specialist’s duties/responsibilities will include the following:

   • Build and execute social media strategy through competitive research, benchmarking,

     messaging, and audience identification.

   • Generate, edit, publish, and share daily content (original text, images, video, or HTML)

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• Build meaningful connections and encourage community members through dialog and messaging.

• Create and maintain company social media pages and profiles.

• Assist with crisis management, bad reviews, and negative news communications.

• Track and analyze analytics report to gain insight on traffic, demographics, and

  effectiveness; utilize this information to positively affect future outcomes.

• Collaborate with other committee members to manage the club’s reputation, coordinate

  promotions, and increase outreach of the Club.

1. THE COMMITTEE

   1. a)  The committee shall consist of all the office bearers of the Club confirmed at the annual general meeting. Committee members shall hold office until the following annual general meeting.

   2. b)  The committee shall meet at such times and places as it shall resolve but shall meet once in three months.

   3. c)  Any vacancies of members of the committee caused by death or resignation shall be filled by the committee until the next annual general meeting of the Club.

   4. d)  Vacancies caused by members of the committee removed from office will be dealt with as shown in rule 4(d).

2. DUTIES AND POWERS OF THE COMMITTEE

   1. a)  The committee shall be responsible for the management of the Club and for that purpose may give directions to the club members as to the way, 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.

   2. b)  It shall be the duty of all elected officers to always further the interests and prestige of the Club and to ensure that the provisions of this constitution and any regulations framed thereunder are complied with and adhered to and that all decisions of the Club in Annual General Meetings and of the Committee are carried into effect.

   3. c)  For better attainment of its objectives, the Club Committee shall be empowered to: -

      1. Collect, canvass for, and to accept subscriptions, donations, bequests, endowments, and benefits of any nature for the Club, from any person or body or from any source

         whatsoever.

      2. Subject to the approval of two thirds (2/3) majority of members with voting rights, present at a General or Annual General Meeting (A.G.M.) or Special General Meeting (S.G.M.);

         • To offer prizes and trophies in connection to any of the Club’s activities.

         • To arrange social functions for members and guests.

         • To design, register and issue any heraldic arms, badges or uniforms.

         • To perform all such acts as may be expedient or necessary to further the interests

           and objectives of the Club.

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• To buy, dispose of, rent, lease and/or hire movable property, goods and services required for the effective conduct of the Club’s affairs or for the advancement of the interest of its members; and

• To control the sale and issue of the Club’s regalia.

1. d)  All monies disbursed on behalf of the Club shall be authorised by the committee except as

   specified in rule 12 (d).

2. e)  The quorum for meetings of the committee shall be not less than two-thirds (2/3) of the members.

1. GENERAL MEETINGS

   1. a)  There shall be two classes of general meetings – Annual General Meetings (AGM) and Special General Meetings (SGM).

   2. b)  (i) The annual general meeting shall be held not later than 31st January in each year. Notice in writing of such annual general meetings, accompanied by the annual statement of account (see rule 11 (b) and the agenda for the meeting shall be sent to all members not less than 14 days before the date of the meeting.

      (ii) The agenda for any annual general meeting shall consist of the following:

      1. Confirmation of the minutes of the previous annual general meeting.

      2. Consideration of the accounts

      3. Confirmation of office bearers and the committee members (and trustees where

         necessary on accordance with rule 10 (c)).

      4. Appointment of auditors in accordance with rule 11(a).

      5. Such other matters as the committee may decide or as to which notice shall have been

         given in writing by a member or members to the Club Secretary at least four (4) weeks

         before the date of the meeting.

      6. Any other business with the approval of the Chairperson.

   3. 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 fourteen (14) days before the date thereof.

   4. d)  A special general meeting may also be requisitioned for a specific purpose by order in writing to the Club Secretary of not less than a third (1/3) of the members and such meetings shall be held within twenty-one 21 days of the date of the requisition. The notice for such meeting shall be as shown in rule 8 (c) and no matter shall be discussed other than stated in the requisition.

   5. e)  Quorum for general meetings shall be not less than Two-Thirds (2/3) of the registered members of the Club.

2. PROCEDURE AT MEETINGS

   1. a)  At all meetings of the Club, the Chairperson, or in his/her absence, the Vice-Chairperson, or in the absence of both these officers, a member selected by the meeting shall take the chair.

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

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

Responsibilities of the BOT:

a) Take responsibility for planning by:

a. Ensuring that the Club has a mission and purpose

b. Ensuring that there is a strategic plan

c. Overseeing the implementation of the strategic plan

b) Establish (through consultation) and oversee:

a. Club’s constitution and bylaws

b. Systems for fiscal accountability

c. Regulatory compliance including regular reports to the Registrar of Societies and/or

Tax Returns to the relevant government offices, where applicable.

c) Oversee the acquisition and allocation of funds by:

a. Defining investment goals

b. Monitoring the management of investments

c. Approving the club’s overall program /plan

d) Evaluate on a regular basis:

a. The club’s effectiveness in accomplishing its mission

b. The effectiveness of the allocation of resources

c. The effectiveness of individual trustees and of the Board of Trustees as a whole

e) Ensure conflict resolution by:

a. Applying the club’s disciplinary procedures as outlined in the club’s constitution

b. Ensuring club members participation in the amendment of the club’s constitution and

bylaws.

The Board of Trustees will not be involved in the day-to-day running of the Club.

Composition of the Board of Trustees:

The Board of Trustees shall compromise of five (5) members as follows:

a) Board Chairperson

b) Board Secretary

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c) Board Treasurer

d) Honorary Board Member (I)

e) Honorary Board Member (II)

Qualifications for the Trustees:

To qualify to be elected to the Board of Trustees, one should have the following minimum qualifications:

Election, Exit and Term of Office

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11. AUDITOR

1. a)  An auditor shall be appointed for the following year by the annual general meeting. All the Club’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 Club in what respect they are found to be incorrect, unvouched or not in accordance with the law.

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

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

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12. FUNDS

1. a)  The funds of the Club may only be used for the following purposes; ? Economic and Social welfare of members.
   ? Innovation in Club.
   ? Promoting Club activities.

2. b)  Elected club officials are all authorized, to access the club’s bank account; however, a minimum of any 3 will be required to sign and access/transact the account.

3. c)  One can be signatory for a period not exceeding 1 Term (12 Months) until new officials are elected or one is re-elected.

4. d)  If a signatory departs at any point during their term, an interim official will be appointed to temporarily hold the office. The interim official can be confirmed or replaced during the AGM. A dedicated Committee will pick the interim official’s responsibilities and oversee the handover process.

5. e)  Office of the Treasurer to ensure 100% regulatory compliance of the Club’s Financials and Accounts.

6. f)  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 Club 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.

7. g)  The financial year of the Club shall be from 1st January to 31st December.

8. h)  The bank signatories’ handover process shall commence immediately after confirmation of new officials at the AGM.

13. BRANCHES

Branches of the Club 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 with the following exception:

14.

1. a)  The aims and objectives will not include the formation of branches.

2. b)  Amendments to the constitution can only be made by the headquarters of the Club in accordance with the provisions of rule 15.

3. c)  The provisions of rule 15 shall apply to branches but, in addition, branches will not be dissolved without consultation with their headquarters.

LIABILITY DISCLAIMER

a) No member shall hold the Club responsible for any injury or damage received while attending a club function or while travelling to or from a Club function.

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b) The Club shall not be held responsible for the acts of any individual member at any time.

1. AMENDMENTS TO THE CONSTITUTION

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

2. BY- LAWS: POWERS TO MAKE BY-LAWS

   Nothing in this Constitution shall prevent the Club officials, for the time being in office, from coming up with by-laws to ensure smooth running of the internal affairs of the Club, provided that such by- laws shall align with the achievement of the core objectives of the Club.

3. DISSOLUTION

   1. a)  The Club 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. The quorum at the meeting shall be as shown in rule 8 (e). If no quorum is obtained, the proposal to dissolve the Club the Club shall be submitted to a further general meeting, which shall be held one month later.

   2. b)  Notice of this meeting shall be given to all members of the Club at least fourteen (14) days before the date of the meeting. The quorum for this second meeting shall be the numbers present.

   3. c)  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.

   4. d)  When the dissolution of the Club has been approved by the Registrar, no further action shall be taken by the committee or any office bearer of the Club in connection with the aims of the Club other than to get in and liquidate for cash all the assets of the Club. Subject to the payment of all the debts of the Club, the balance thereof shall be defrayed to cover final club activities in such other manner as may be resolved by the meeting at which the resolution for dissolution is passed, if there will be no distribution of funds among individual members.

4. INSPECTION OF ACCOUNTS AND LIST OF MEMBERS

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

19. BINDING EFFECT OF CONSTITUTION

Payment by, or on behalf of a member, of the subscription and registration fee will be an acknowledgement of agreement to be bound by this constitution and any amendments made hereafter. No person may plead not having received a copy of the Constitution, which will be ordinarily forwarded to each member.

This constitution was adopted as the Constitution of the MITSUBISHI OWNERS CLUB KENYA On the date below by the persons whose signatures appear at the bottom of this document

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This AMENDED Constitution was adopted on the 29TH day of JANUARY 2022 At the meeting held at MAYA GARDENS - SAGANA

SIGNED BY:
SIGNED BY:
Club Chairperson:
Name: KAPIL TAK 

Club Secretary:
Name: JOSEPH N. MAINA

Club Treasurer:

Name: EUGENE OTIENO

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(Downloadable PDF: https://mock.co.ke/res/uploads/general/MOCK_Constitution_2022.pdf )