First and foremost, let me take this opportunity to sincerely apologize for the delay in giving feedback on where we were on the bylaws in terms of legal review.

Yesterday, I managed to have a one-on-one meetup with Ali Mahmud (he's not my brother, FYI. We just happen to have the same last names.) The following is what we discussed/proposed/suggested: [Note: I have CC-ed him so that he may answer any queries you may have]. We could also arrange a meetup with him, if you wish.

We could either register our Chapter as a Trust or Society:

• Trust - When we register as a trust, we will be a legally-recognized corporate entity that is capable of suing or being sued. The corporate entity can own property and assets. Registration as a trust is much faster than a Society.The following is an approximate of the expenses to be incurred:

                                                            Legal fees = KES50,000;
                                        Government stamp duty = KES 200

                              Registration of Documents Act = KES 1500

                      Trustees (Perpetual) Succession Act= KES 5000

                                                                     Total=KES 56700

The above process could take one month and we will then be issued with a Certificate.

After getting the Certificate of registration, we should contact the Minister for Finance and apply for tax exemption. The by-laws should clearly indicate that we are a non-profit organisation. A petition letter should be written to the Minister when applying for tax exemption with supporting documents (from WMF and/or ICT Board and/or Google Kenya). Tax exemption requires political pushing/influence -- so the duration of us getting tax exemption could be as short as a week and as long as decades!

The lawyer has proposed some changes to the bylaws:

-That we have a two-tier board structure: The Board Of Trustees & The Executive Committee. The EC could be in charge of funding/project proposals etc while the Board oversees and has the final say in whatever the EC might suggest. We could have 2 board members in the EC as well.

-That he will include a "no-confidence" section in the bylaws, so that if and when the members are dissatisfied with the Board, they have the power to vote them off.

-That the Board members that will be elected should sit in it for 3 years (rather than 1 year). This is because a year is not enough for the Board to familiarise, set things straight, come up with a strategic plan, etc. 

-I will publish the revised bylaws online tomorrow so that you could see the above-mentioned changes. Your comments/suggestions are welcome.

Regards, 

Abbas.