Constitution

1 Name

2 Administration

3 Objects

To advance the Science and Technology education of young people in developing countries and to inspire young people to stay in school and pursue careers that may assist in the sustainable development of their communities

4 Powers

1. power to raise funds and to invite and receive contributions, provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
4. power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
5. power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
6. power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
7. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
8. power to appoint and constitute such advisory committees as the Executive Committee may think fit;
9. power to do all such other lawful things as are necessary for the achievement of the objects.

5 Membership

1. Membership of the Charity shall be open to any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.
2. Every member shall have one vote.
3. The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: Provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

6 Honorary Officers

7 Executive Committee

1. The Executive Committee shall consist of not less than 3 members nor more than 9 members being:
   1. the honorary officers specified in clause 6;
   2. not more than 6 other members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
2. The Executive Committee may in addition appoint not more than 3 co-opted members but so that no-one may be appointed as co-opted member if, as a result, more than on third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 10(i) and shall take effect from the end of that meeting Unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
3. All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
4. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
5. Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
6. No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

8 Determination of Membership of Executive Committee

1. is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
3. is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated;

4. notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

9 Executive Committee Members not to be personally interested

10 Meetings and proceedings of the Executive Committee

1. The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chair or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days' notice must be given.
2. The Chair shall act as chairman at meetings of the Executive Committee. If the Chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
3. There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
4. Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
5. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
7. The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.

11 Receipts and expenditure

1. The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
2. The funds belonging to the Charity shall be applied only in furthering the objects.

12 Property

1. Subject to the provisions of sub-clause (ii) of this clause, the Executive Committee shall cause the title to:
   1. all land held by or in trust for the Charity which is not vested in the Official Custodian for Charities;
   and
   2. all investments held by or on behalf of the Charity;
   to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Executive Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

13 Accounts

1. the keeping of accounting records for the charity;
2. the preparation of annual statements of account for the charity;
3. the auditing or independent examination of the statements of account of the Charity;

4. the transmission of the statements of account of the Charity to the Commission.

14 Annual Report

15 Annual Return

16 Annual General Meeting

1. There shall be an annual general meeting of the Charity which shall be held in the month of October in each year or as soon as practicable thereafter.
2. Every annual general meeting shall be called by the Executive Committee. The Secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.
3. Before any other business is transacted at the first annual general meeting the persons present shall appoint a Chairman of the meeting. The Chairman shall be the Chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a Chairman of the meeting.
4. The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
5. Nominations for election to the Executive Committee must be made by members of the Charity in writing and must be in the hands of the Secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

17 Special General Meetings

18 Procedure at General Meetings

1. The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
2. There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or three members of the Charity, whichever is the greater, are present at any general meeting.

19 Notices

20 Alterations to the Constitution

1. Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
2. No amendment may be made to clause 1, clause 3, clause 9, clause 21 or this clause without the prior consent in writing of the Commissioners.
3. No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
4. The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.

21 Dissolution

22 Arrangements until first Annual General Meeting

In Kenya, Cosmos Education Kenya is Registered Society No. 26710.
In the United States, Cosmos Education is a Project of The Tides Center, a 501(c)3 non‑profit organisation.
In England and Wales, Cosmos Education UK is Registered Charity No. 1100278
Cosmos Education Zambia is registered under the Societies Act in the Republic of Zambia, Registration No. ORS/102/35/3017.