This Code shall be read and interpreted in conjunction with the Rules and Regulations.

In this Code, unless the context otherwise requires—

(Cap. 16);

During the absence for any reason of any of its elected members, the Committee may nominate any person qualified for election as a member to act as a temporary member.

During the absence for any reason of the chairperson or the secretary, the Committee shall elect any one of its members to act as temporary chairperson or secretary as the case may be.

During the absence for any reason of the advocate, the Committee shall, after consultations with the chairman for the time being of the Law Society of Kenya, nominate another advocate of equal standing to act as a temporary member.

The Committee shall sit as a committee of either five or seven members, and shall require the presence of the advocate at all its sittings.

The Chairperson of the Executive Committee shall preside at all meetings of the Committee at which he is present.

Any member of the Committee who has or may have an interest in any matter brought before the Committee shall declare such interest to the secretary prior to deliberations on the matter and shall not participate in such deliberations in any manner.

For the purpose of any application or complaint or matter brought before the Committee under this Code, the Committee may take evidence on oath or affirmation, and any party to the proceedings may take out summons to give evidence or produce documents, but no person shall be compelled under such summons to produce any document which he could not legally be compelled to produce at the trial of a suit.

The Committee may make rules for regulating the making to it and the hearing and determination by it of applications and complaints under this Code.

A complaint against a registered organization for breach of this Code may be made to the Committee by any person.

A complaint under subparagraph (1) shall be in writing and shall set out in detail the particulars of the alleged breach.

Subject to sub-paragraph (2), where a complaint is made under this Part, the Committee shall give the organization against which the complaint is made an opportunity to appear before it and shall furnish it with a copy of the complaint and of any evidence in support thereof and shall give it an opportunity of inspecting any relevant documents, not less than seven days before the date fixed for the hearing:

Provided that where in the opinion of the Committee the complaint does not disclose any prima facie breach of this Code, the Committee may at any stage of the proceedings dismiss the complaint without requiring the organization to answer any allegations made against it and without hearing the complaint.

The Committee may at any stage of the proceedings refer any complaint before it to the General Assembly for decision.

All complaints before the Committee shall be heard in camera.

Where the person directly responsible for a breach of the Code is a member, employee or agent of the organization, the Committee may recommend to the General Assembly that the organization take appropriate action against the person and notify the Council of the action taken.

Where a person responsible for a breach of the Code holds or is eligible to hold office in the Council, the Committee may order that the person be removed or barred from holding office in the Council for a period not exceeding five years.

On the termination of the hearing of a complaint, the Committee shall embody its findings and recommendations in the form of a report which shall be delivered to the Executive Committee, together with the record of the evidence taken and any documents put in evidence.

An organization aggrieved by a decision of the Committee under this Part may, within thirty days of the decision, appeal against the decision to the first General Assembly following the decision, by giving notice of the appeal to the Chief Executive Officer.

A notice under subparagraph (1) shall be accompanied by a memorandum setting out the grounds of appeal and shall be submitted to the Chief Executive Officer within fourteen days of the date on which the Committee’s decision is communicated to the aggrieved organization.

If upon hearing the appeal the General Assembly is equally divided, the complaint shall stand dismissed as against the organization.

An appeal under this paragraph shall suspend the effect or stay the execution of the order appealed against until the appeal is finally determined.

Subject to subparagraph (4), the decisions of the General Assembly shall be final.

Every recommendation or order by the Committee and every order by the General Assembly, as the case may be, shall be filed on a file to be kept for that purpose, by the Chief Executive Officer who shall also cause a certified copy of the recommendation or order to be delivered to the organization to which it relates or be sent by registered post to its last known address.

Every report and every recommendation or order made by the Committee under this Part shall be signified under the hand of the Chairman and any report, recommendation or order so signified shall be judicially and officially noticed as such unless and until the contrary is proved.

Subject to subparagraph (1), all rules, certificates, notices and other documents made or issued by the Committee may be signified under the hand of the Secretary or such other person as the Committee may authorize for that purpose.

The Board shall, in accordance with section 7(b) of the Act, maintain a register of the national and international Organizations operating in Kenya and the register shall be in Form 1 set out in the First Schedule.

The Board shall cause the register to be published periodically.

An application for a special meeting of the Board under section 6(3) of the Act shall be in writing addressed to the chairman of the Board and signed by six members.

The chairman shall, on receipt of an application under paragraph (1), convene a special meeting of the Board within fourteen days from the date of delivery of the application.

An applicant for the registration of any proposed organization shall prior to such application seek from the Director approval of the name in which the organization is to be registered.

The application for approval under Paragraph (1) shall be in Form 2 set out in the Schedule and accompanied by the fee specified in regulation 33.

A name which has been approved under paragraph (3)(a) shall be entered in the register of reserved names on behalf of the applicant for a period of thirty days or such longer period, not exceeding sixty days, as the Director may allow and such period shall commence from the date of notification of such approval to the applicant.

Any proposed Organization legally domiciled in Kenya with branches in countries other than Kenya shall, in addition to the copy of its constitution referred to in paragraph (1) (e), submit copies of the constitutions, deeds or statutes of such branches.

The Director may upon receipt of an application under this Regulation request such further or better information on the proposed Organization as he may require.

Where the application for registration under regulation 9 is granted by the Board, the Director shall register the proposed Organization by entering in the register of Organization kept for that purpose the particulars specified in paragraph (2) and the date of entry.

The particulars to be included in the register shall be the name of the Organization, postal address, physical address, classification by sector and the date of registration in Kenya.

The Board may, on its own motion or on application by any registered Organization, review any conditions attached to a certificate under section 12(4) of the Act.

An application for review of any conditions under paragraph (1) shall be in writing, addressed to the board and signed by the chief officer of the Organization.

The Director may, upon receipt of an application under this regulation, request the applicant to supply such further or better information on the Organization as he may require.

Where the application for exemption under regulation 14 is granted by the Minister, the Board shall, with the approval of the Minister, issue a certificate of exemption in Form 8 set out in the First Schedule.

The Board shall keep a record of all Organizations exempted from registration under the Act.

Any Organization whose application for exemption is not granted by the Minister may apply for registration under the Act in accordance with regulation 9.

Where under section 16(1) of the Act the Board is of the opinion that the registration of any Organization should be cancelled, it shall send to the Organization a notification of intended cancellation in Form 9 set out in the First Schedule taking every reasonable precaution to ensure fairness in the exercise of its discretion.

Paragraph (1) does not apply with respect to a cancellation by the Board under section 16 of the Act for a failure by the registered Organization to comply with regulation 24.

Where the Board cancels the registration of an Organization, it shall send to the Organization a notification of cancellation in Form 10 set out in the Schedule.

The Board shall at the same time cancel the registration of any branches of the Organization.

The Board shall, unless an appeal is pending, notify the cancellation in the Gazette within twenty-one days thereof.

Where an Organization whose registration is cancelled under this regulation appeals under section 19 of the Act, the Organization may continue with its operations until the determination of the appeal.

An Organization whose registration is cancelled shall tender its assets or operations to other Organizations with similar objectives within sixty days from the date of notification of such cancellation, provided that where there is an appeal the period of sixty days shall run from the date of determination of such appeal.

The Board may reinstate the registration of an Organization whose registration has been cancelled for a failure to comply with regulation 24, upon application by the Organization and payment of the prescribed fee.

The Board may, with the approval of the Minister rescind the exemption of any Organization from registration.

Where under paragraph (1) the exemption of an Organization is rescinded, the Board shall send a notification in Form 11 set out in the First Schedule.

An Organization whose exemption from registration is rescinded under this regulation may apply for registration in accordance with these Regulations within ninety days from the date of notification of such rescission.

Every registered Organization and every exempted Organization shall have an office and a postal address and notice of the situation of the office and the postal address shall be given to the Director on application for registration or exemption in accordance with these Regulations.

All communications and notices required to be sent under the Act and these Regulations may be sent by post addressed to the postal address, of the Organization.

Where any Organization registered or exempted from registration changes the situation of its registered office or postal address, it shall give notice of such change to the Board in Form 4 set out in the First Schedule.

Any registered Organization or exempted Organization which contravenes any of the provisions of paragraph (4) shall be guilty of an offence.

An application under paragraph (1) Shall be accompanied by a certified copy of the minutes of the meeting at which the resolution to take the proposed action was passed and shall be delivered to the Director within fourteen days after the day on which the resolution was passed.

Any registered or any exempted Organization which contravenes any of the provisions of this regulation shall be guilty of an offence.

Where there is any change of officers or of the title of any office of a registered Organization, notice in Form 13 set out in the First Schedule shall be given to the Board within fourteen days of the change and the notice shall be signed by three of the officers of the Organization.

Any registered Organization which fails to give notice as required by paragraph (1) of any change of officers or of the title of any office of the Organization shall be guilty of an offence.

Where the Board has consented to an application under regulation 21(1) by a registered Organization or where the Board has received a notification of change of registered office or postal address of any registered Organization, it shall amend the register accordingly.

Where the name of a registered or exempted Organization has changed, the Board shall issue a fresh certificate of registration or exemption, as the case may be, upon the original being surrendered and upon payment of the prescribed fee.

The Board shall also make such other amendments to the particulars concerning a registered Organization as may be necessitated by any information supplied to it.

Every registered Organization shall furnish to the Board on or before the 31st May in every year, annual reports in Form 14 set out in the First Schedule.

Any registered Non-Governmental Organization which fails to submit its annual returns within the prescribed period shall be liable to a fine of Kenya Shillings Twenty Five Thousand.

The registered Organization shall pay the prescribed fee when an annual report is furnished.

It is a condition of a certificate of registration that the registered Organization comply with this regulation.

Upon registration under the Act, the Organization referred to shall cease to operate under any other written law in Kenya or on the basis of any agreements with the Government as the case may be.

The interim Council constituted in accordance with section 26 of the Act shall within ninety days of its formation, prepare and submit to the Board an instrument specifying its structure, rules and procedures:

Provided that where no instrument is submitted within the period specified in this regulation, the Minister shall, in consultation with the Board, formulate and introduce an interim structure, rules and procedures for the effective administration activities of the Council.

The interim Council shall within six months of its formation, formulate and submit to the Board a draft of the code of conduct for approval:

Provided that where no draft is submitted within the period specified in this regulation, the Board shall refer the matter to the Minister who may take measures as he may deem appropriate.

The interim Council shall, within thirty days of its formation, forward to the Minister the names of suitable persons for appointment to the Board under section 4(1) of the Act together with its recommendations thereon:

Provided that where no names are forwarded within the period specified in this regulation, the Minister may appoint such persons as he may deem suitable to represent the Council in the interim period.

The Minister’s decision on any appeal lodged in accordance with paragraph (1) shall be communicated in writing to the appellant Organization.

The Board shall, on receipt of any application under this regulation, forward it to the Minister for the time being responsible for finance together with its recommendations thereon.

Where an application lodged under this regulation is granted, the Organization shall not dispose of any equipment in respect of which duty is exempted save with the permission of the Board in the manner set out in Form 15 in the First Schedule.

The Board shall, on receipt of any application under this regulation, forward it to the Minister for the time being responsible for finance together with its recommendations thereon.

The Board shall, in accordance with section 7(b) of the Act, maintain a register of the national and international Organizations operating in Kenya and the register shall be in Form 1 set out in the First Schedule.

The Board shall cause the register to be published periodically.

An application for a special meeting of the Board under section 6(3) of the Act shall be in writing addressed to the chairperson of the Board and signed by six members.

The chairman shall, on receipt of an application under paragraph (1), convene a special meeting of the Board within fourteen days from the date of delivery of the application.

An applicant for the registration of any proposed organization shall prior to such application seek from the Director approval of the name in which the organization is to be registered.

The application for approval under Paragraph (1) shall be in Form 2 set out in the Schedule and accompanied by the fee specified in regulation 33.

A name which has been approved under paragraph (3)(a) shall be entered in the register of reserved names on behalf of the applicant for a period of thirty days or such longer period, not exceeding sixty days, as the Director may allow and such period shall commence from the date of notification of such approval to the applicant.

Any proposed Organization legally domiciled in Kenya with branches in countries other than Kenya shall, in addition to the copy of its constitution referred to in paragraph (1) (e), submit copies of the constitutions, deeds or statutes of such branches.

The Director may upon receipt of an application under this Regulation request such further or better information on the proposed Organization as he may require.

Where the application for registration under regulation 9 is granted by the Board, the Director shall register the proposed Organization by entering in the register of Organization kept for that purpose the particulars specified in paragraph (2) and the date of entry.

The particulars to be included in the register shall be the name of the Organization, postal address, physical address, classification by sector and the date of registration in Kenya.

The Board may, on its own motion or on application by any registered Organization, review any conditions attached to a certificate under section 12(4) of the Act.

An application for review of any conditions under paragraph (1) shall be in writing, addressed to the board and signed by the chief officer of the Organization.

The Director may, upon receipt of an application under this regulation, request the applicant to supply such further or better information on the Organization as he may require.

Where the application for exemption under regulation 14 is granted by the Cabinet Secretary, the Board shall, with the approval of the Cabinet Secretary, issue a certificate of exemption in Form 8 set out in the First Schedule.

The Board shall keep a record of all Organizations exempted from registration under the Act.

Any Organization whose application for exemption is not granted by the Cabinet Secretary may apply for registration under the Act in accordance with regulation 9.

Where under section 16(1) of the Act the Board is of the opinion that the registration of any Organization should be cancelled, it shall send to the Organization a notification of intended cancellation in Form 9 set out in the First Schedule taking every reasonable precaution to ensure fairness in the exercise of its discretion.

Paragraph (1) does not apply with respect to a cancellation by the Board under section 16 of the Act for a failure by the registered Organization to comply with regulation 24.

Where the Board cancels the registration of an Organization, it shall send to the Organization a notification of cancellation in Form 10 set out in the Schedule.

The Board shall at the same time cancel the registration of any branches of the Organization.

The Board shall, unless an appeal is pending, notify the cancellation in the Gazette within twenty-one days thereof.

Where an Organization whose registration is cancelled under this regulation appeals under section 19 of the Act, the Organization may continue with its operations until the determination of the appeal.

An Organization whose registration is cancelled shall tender its assets or operations to other Organizations with similar objectives within sixty days from the date of notification of such cancellation, provided that where there is an appeal the period of sixty days shall run from the date of determination of such appeal.

The Board may reinstate the registration of an Organization whose registration has been cancelled for a failure to comply with regulation 24, upon application by the Organization and payment of the prescribed fee.

The Board may, with the approval of the Cabinet Secretary rescind the exemption of any Organization from registration.

Where under paragraph (1) the exemption of an Organization is rescinded, the Board shall send a notification in Form 11 set out in the First Schedule.

An Organization whose exemption from registration is rescinded under this regulation may apply for registration in accordance with these Regulations within ninety days from the date of notification of such rescission.

Every registered Organization and every exempted Organization shall have an office and a postal address and notice of the situation of the office and the postal address shall be given to the Director on application for registration or exemption in accordance with these Regulations.

All communications and notices required to be sent under the Act and these Regulations may be sent by post addressed to the postal address, of the Organization.

Where any Organization registered or exempted from registration changes the situation of its registered office or postal address, it shall give notice of such change to the Board in Form 4 set out in the First Schedule.

Any registered Organization or exempted Organization which contravenes any of the provisions of paragraph (4) shall be guilty of an offence.