Uraia Governance Structures
Guiding Principles on the establishment of the Uraia Advisory Council
As part of its governance structure, and pursuant to Article 11.1 of the Uraia Trust Deed, Uraia has established the Advisory Council (AC). It comprises of not more than 21 men and women, to make recommendations and advice the Board of Trustees. The AC, being a representative organ of the Trust, shall play an important role in generating ideas, recommending and advising the Board on policy and programmes. It has also been designed to enhance participation and accountability at the governance level. Given the diversity and interests represented in the Council, its advice and recommendations, though will have persuasive value, shall not be binding to the Board.
Pursuant to the provisions of the Trust Deed, the guiding principles on the establishment of the AC and its functions are as follows.
1.Establishment of the Advisory Council In accordance with section 11 of the Trust Deed, there is established the Advisory Council, thereafter referred to as the Council or AC. The Council shall exist for the sole purpose of making recommendations and giving advice to the Uraia Board of Trustees (BOT). The recommendations and advice by the AC shall not be binding upon the Trustees.
2.Composition The Advisory Council (AC) shall be composed of women and men of integrity and good-standing in the Kenyan society. It shall consist of not less than nine and not more than 21 members, and shall respect the principle that no more than two-thirds of its total membership shall be of the same gender. The membership of the AC shall be drawn from a diverse sectoral representation, (as provided for in the Uraia Trust Deed section 11.2) including representation from the following sectors:
2. Persons with disabilities
3. Minorities and marginalised groups and communities
4. Human Rights
6. Private sector
8. Media and
The Board of Trustees will identify nominating bodies based on the above-identified sectors. The Executive Director of Uraia or his/her representative will be an ex-officio member and act as the secretary of the AC.
3.Eligibility for membership The members shall possess the following qualifications as a pre-requisite for appointment and while serving as members:
1.Professionals of integrity, with recognised leadership qualities
2. Role models, who have championed the cause of transformation in Kenya
3. Persons with knowledge and understanding of the role of the civil society sector in bringing transformation to Kenya and Africa
4. Persons who have experience and understand the concepts applicable beyond the Kenyan boundaries
5. Persons who can link Kenya to what is happening within the East African region, Africa and the world
6. Persons with the ability to offer effective advice on political, social and cultural issues
7. Persons with the ability to offer effective advice and insight in support of the objects and mandate of the Trust, and the larger CSOs; or
8. Persons with knowledge on gender and HIV/AIDS mainstreaming and who are sensitive to cultural diversity.
The members shall serve on voluntary basis and no remuneration or allowances shall be paid to them. Uraia will defray the costs of holding meetings and/or activities of the Council.
4.Appointment Members of the Council shall be appointed by the Board. The appointment shall take place following one of the following procedures;
1. Election by the Board of Trustees;
2. Recommendation made by five (5) members of the AC of names of qualified persons to the BOT for consideration for appointment to fill existing vacancies. Upon consideration, the Board may or may not appoint recommended candidates.
The Board shall make the appointment through written communication, specifying the terms of appointment.
5.Acceptance of Appointment A person accepting the appointment to the AC shall accept the appointment in writing and by signing the relevant instruments.
6.Term of Service A member may serve for a term of three (3) years, renewable only once.
7.Renewal of Term The Board may renew the term of a member directly or through an application of the member, supported by the nominating body and at least three other members of the AC.
8.Resignation A member may resign at any time by writing and giving a seven (7) days notice to the Board. Upon receipt, there will be a letter of acknowledgement and upon expiry of the notice to the Board of Trustees, the membership will automatically lapse.
9.Removal A member may be removed only on the following grounds;
1. Is incapable, whether mentally or physically, of managing his or her own affairs;
2. Ceases to hold any special qualification required of a member;
3. Becomes bankrupt;
4. Fails to attend three consecutive meetings of the Council without reasonable cause or apology, in which event she or he is deemed to have resigned as a member, and failing in signing a memorandum of resignation may be removed by memorandum signed by the chairperson of the Council;
5. Is found by a duly constituted meeting of the AC to have engaged in activities or matters that bring into disrepute the Trust and /or demeans the office of the AC;
6. Is found by a duly constituted meeting of the AC to have been convicted of a serious criminal offence; the nature of which conflicts with the Objects of the Trust; or
7. Gross misconduct and /or breach of the Uraia code
10.Inaugural Meeting and Elections of the Chairperson and Vice Chairperson The Board shall organise and preside over the inaugural meeting to induct the appointed members. In the first meeting, the members shall elect the chairperson and vice chairperson of the AC, who shall be of opposite gender.
11. Meetings The AC shall meet at least twice every year. Uraia will also organise at least once a year a training / empowerment session for members of the AC on issues of particular interest.
12.Regulations The Advisory Council may make rules and regulations based on and in conformity with the Uraia Trust Deed, integrity framework and/or procedures for the proper administration of its work. In the absence of rules and regulations, the procedures and protocols of Uraia shall apply, including the Trust Deed, the code of conduct, etc.
13.Secretarial and other services The Executive Director shall provide secretarial and other services necessary for the proper and effective performance of the mandate of the AC as directed by the Board.