AGOK Constitution

1. Name

The Association shall be known as "ASSOCIATION OF GAMING OPERATORS - KENYA (AGOK)" .

2. Legal Nature of the Association

• 2.1. The Association shall be an association established in accordance with the Societies Act CAP 108 Laws of Kenya (the Societies Act), for the objects and with the powers hereinafter set out.
• 2.2. In accordance with this Constitution and the Societies Act, it shall have powers to perform any legal act and of suing and being sued in any court of law in its own name, and may be represented in any contract, act or proceeding (including any legal proceeding) by the Board or by any person or persons duly authorized by the Board.
• 2.3. Any legal process may be served upon the Association by delivery thereof at the Secretariat or to any officer duly authorized by the Board from time to time to accept service.
• 2.4. The liability of the members of the Association for the indebtedness of the Association shall be limited to the amount of any unpaid subscriptions or other debts due by them to the Association.

3. Objects of the Association

The objects for which the Association was established are to bring together Gaming Operators in Kenya (betting, lotteries and public gaming - online and land-based) for the purpose of:

• 3.1. Promoting common interest of Gaming Operators.
• 3.2. Assisting members and other persons engaged in betting, lotteries and public gaming business (the Gaming Business) and professionals involved therein.
• 3.3. Promoting the image and the understanding of the gaming industry in Kenya.
• 3.4. Liaising with the relevant Government Authorities on any issue pertaining to the gaming industry.
• 3.5. Doing any other activity to promote the Gaming Business in Kenya.

4. Membership

• 4.1. Membership shall be open to any Gaming Operator registered and licensed under the Betting, Gaming and Lotteries Act CAP 131 of the Laws of Kenya as may be amended or repealed by Parliament from time to time, to transact business in Kenya.
• 4.2. An entity that wishes to become a member shall make an application in writing to the Board in such form and giving such particulars as shall be required by the Board from time to time on application.
• 4.3. An application subject to Article 4.2 above shall be presented to the members of the Association who shall determine the passing of an application by way of simple majority by either:
  • Taking a vote at a general meeting; or
  • Consent communicated to the Board by an Eligible Member through email indicating that they are unopposed to the granting of membership to the applicant.
• 4.4. Pending ratification in accordance with Article 4.5 below, and upon payment of the entrance fees, an applicant shall be deemed to be a Provisional Member who can take part in the Association's activities and benefit from the Association's activities but such provisional membership shall not confer any voting rights on an applicant.
• 4.5. Successful applicants' membership shall be ratified by way of written resolution within thirty (30) days after which they shall be deemed ordinary members bound by all obligations under this Constitution.
• 4.6. It is understood that licensed entities that operate in a group operating under one brand name shall be subject to individual membership separate from the group.
• 4.7. The Board may pass a resolution that shall be duly ratified by at least two-thirds of the Eligible Members eligible to vote, to suspend the membership of any member on account of:
  • Failure to pay the quarterly subscription fees subject to Article 5 below as and when the amount due is demanded by notice in writing from the Secretariat; or
  • Any action or inaction by a member that contravenes the provisions of the Association's Code of Conduct.
• 4.8. A suspended Member shall not be eligible for voting and shall not be allowed to attend any meetings or benefit from their membership in the Association in any way whatsoever.
• 4.9. Membership shall terminate forthwith:
  • Upon a Member permanently ceasing to be authorized by the appropriate regulatory authority to transact gaming business in Kenya;
  • Subject to Article 5 below, on deregistration of the Member for failure to pay their subscription fees consistently over a period of two quarters (6 months) after suspension;
  • Subject to the Code of Conduct's provisions, a Resolution being passed by the Board, and duly ratified by at least two-thirds of the Eligible Members present and voting in a General Meeting, to revoke the membership of any Member; or
  • upon a Member resigning from the Association by giving three (3) months' notice in writing to the Secretariat.
• 4.10. A Member whose membership terminates for any reason whatsoever shall not be entitled to any refund of subscription fees paid and on termination, shall cease to have any interest in the funds or property of the Association.
• 4.11. A decision of the Board to suspend or expel a Member under Article 4.7 above may be reversed by the Association in a General Meeting, upon representation by the member in writing, after approval by a simple majority of the Members eligible for voting present.
• 4.12. For purposes of this Article and the Constitution as a whole, the following words and expressions shall have the following meanings:
  • Eligible Member means a Member with voting rights at any General Meeting subject to Article 14(a) below.

5. Subscriptions

• 5.1. Every Member shall be required to pay the subscription fees every quarter subject to the Schedule of Fees in this Constitution as may be amended from time to time, to meet the expenses (including estimated future expenses) of the Association or to meet any deficit in any financial year as shown in the audited accounts submitted to the General Meeting.
• 5.2. Notwithstanding the provisions of Article 5.1 above, there shall be a non-refundable entrance fee, which shall be determined by the Board from time to time payable by any applicant that intends on becoming a Member of the Association.
• 5.3. Each Member shall subscribe to the funds of the Association such additional sum or sums as may from time to time be determined by the Board and approved by at least two-thirds of Members in General Meeting.
• 5.4. The Board shall give notice to all individual Members of the total amount of subscription fees payable each quarter of every financial year and each Member shall pay such fees within thirty (30) days of the giving of such notice.
• 5.5. A Member whose subscription or any payment duly notified by the Board is in arrears for thirty (30) days and who fails to pay the same after being called upon in writing to do so, shall be, with immediate effect following the lapse of the thirty-day period:
  • penalized at a quarterly rate equivalent to ten per cent (10%) of the subscription fees payable by a Member for each quarter which shall be owed to the Association for every quarter following the lapse of the aforementioned thirty-day notice; and
  • suspended from membership of the Association in accordance with Article 4.7.1 above
• 5.6. until either such time as all subscriptions or contributions in arrears shall have been paid or the Member's membership in the Association is terminated in accordance with Article 4.9.2.
• 5.7. If a Member is suspended on account of failing to pay subscription fees as provided in Article 5.5.2 above and the said Member fails to make payment of the fees and any penalties attached thereto within two quarters (six months), then their membership shall be revoked and the member shall be deregistered from the Association.
• 5.8. Where a Member suspended on account of Article 5.5.2 above wishes to have their suspension lifted, such suspended member shall be required to pay:
  • all arrears owing to the Association including the unpaid subscription fees and any penalties attached thereto; and
  • the subscription and entrance fees in accordance with Articles 5.1 and 5.2 above
  after which the Board shall pass a written resolution to lift the suspension.

6. Funds

• 6.1. The funds of the Association shall consist of such monies as may from time to time be subscribed by Members and shall include any interest accruing thereto and any investments. Such funds shall be invested in such manner, as the Board shall determine. The funds shall be utilised, as the Board thinks fit, or as directed by the Association in a General Meeting.
• 6.2. The Board shall not borrow from, or lend any funds to, any parties except with the prior approval of the Association by a Resolution at a General Meeting.

7. Land, Buildings and Immovable Property

• 7.1. The Board shall cause the title to all land held by or in trust for the Association to be vested either in a Corporation entitled to act as custodian trustee or in not less than three (3) individuals appointed by the Board as trustees or in trustees incorporated under the Trustees (Perpetual Succession) Act appointed by the Board.
• 7.2. Any Trustee appointed shall be effected by Resolution of the Board provided that the appointee shall execute a Deed of Declaration of Trust and/or such other deed or deeds as the Board shall require in order to implement the appointee's appointment as Trustee of the land PROVIDED that a duly appointed Trustee shall be independent from the Association and shall not be member or affiliate of a member of the Board or an affiliate or officer of any member of the Association.
• 7.3. The Board may without assigning any reason by written direction remove any person from office as a Trustee of the land and the person so removed, unless that person shall be a corporation, shall forthwith cease to be a Trustee and such written direction shall be posted or delivered to him at his last known address or to him personally which posting or delivery shall constitute service of such direction upon such person effective three (3) days after the date of posting or upon the date of delivery as the case may be.
• 7.4. A corporation being a trustee may be removed in accordance with the terms as to its appointment and/or removal which as at or prior to its appointment may have been agreed in writing between such corporation and the Board or in default of such agreement in accordance with the corporation's published terms and conditions as to acceptance of trusts current at the date of its appointment.
• 7.5. An outgoing Trustee (whether he shall have retired voluntarily or be removed by the Board) shall forthwith execute and do all such transfers or other acts or things that may be necessary for vesting the land in the names of the new or continuing Trustees provided that in the case of a Trustee who shall have died or ceased to exist, then such obligations shall be fulfilled by such trustees personal representatives, liquidator or other representatives at law.
• 7.6. Any corporation appointed to be a custodian trustee shall be engaged upon such terms as to appointment and removal as at or prior to its appointment as may be agreed in writing between such corporation and the Board or in default of such agreement in accordance with the corporations published terms and conditions as to acceptance of trusts current at the date of its appointment.
• 7.7. Provided that he shall act in accordance with the lawful directions of the Board and in good faith, no Trustee shall be liable for any loss to the Association arising in consequence of the depreciation or loss of the land or by reason of any mistake or omission or of any other matter or thing except in the case of willful and individual fraud and wrongdoing or personal conscious bad faith on the part of the Trustee who is sought to be made liable. Subject as aforesaid and provided that he shall have acted in good faith, the Association shall indemnify each Trustee and his personal representatives and estate and at all times shall keep the same indemnified from and against all actions, proceedings, losses, claims, demands, expenses, costs and damages whatsoever which may be incurred or suffered by him or to which he may be or become liable by reason of his appointment as Trustee of the land or by reason of anything lawfully done by him in such capacity. This indemnity shall apply and shall continue to apply notwithstanding the termination or discharge of his appointment as trustee.
• 7.8. The Trustees may retain and reimburse themselves out of the Trust fund or income thereof for all proper and reasonable costs, charges and expenses incidental to the administration of the trust hereof or in relation thereto but shall not otherwise be permitted to charge for their services.
• 7.9. The power of removing Trustees and appointing new and additional Trustees shall be exercisable by the Board.
• 7.10. All undertakings of Trustees shall be reported to the members of the Association at the Annual General Meeting by the Trustees who shall be accompanied by auditors where necessary.
• 7.11. NOTWITHSTANDING THE AFOREMENTIONED, the Trustees all undertakings and actions of the Trustees including their appointment, resignation, retirement and removal shall be governed by the Trustees (Perpetual Succession) Act Cap 164 or the Trustees Act CAP 167 as may be amended or repealed by Parliament from time to time.

8. Membership Obligations

• 8.1. Members shall adhere to the obligations set out in Article 8.2 below and failure to do so shall entitle the Board to suspend or expel a Member in accordance with the provisions of the Constitution.
• 8.2. The obligations referred to in Article 8.1 above are as follows:-
  • 8.2.1. Members shall comply with the Constitution;
  • 8.2.2. Members shall not follow a course of conduct likely to bring the gaming industry or the Association into disrepute;
  • 8.2.3. Members shall abide by such rules and regulations and codes of practice as approved, or any Resolutions passed by the Association or any other directives by the Board or any other organ of the Association.
  • 8.2.4. Members shall notify the Secretariat of any official changes in business names within thirty (30) days. Upon notification of such change of name the Secretariat shall accordingly amend the Member's name in the roll of Members.
  • 8.2.5. Where a member or members undergo a merger or demerger which results in the formation of a new company or companies, the new company or companies shall be required to notify the Secretariat of such changes in writing. The new company or companies shall further be required to file a formal application for membership of the Association and pay all the required fees. The member registered under the new name shall thereafter be bound by the provisions of the Constitution and honour all obligations and liabilities undertaken or incurred under the previous name. This provision shall not apply to a Member who acquires and merges with another Member or other Members but retains its original business name or adopts as its new business name the name of the Member, or one of the other Members, so acquired.
  • 8.2.6. Members shall undertake that all meetings and proceedings of the Association and all publications and circulars of the Association or its Committees shall be private, confidential and privileged.

9. The Board of the Association

• 9.1. The business of the Association shall be managed by a Board otherwise known as the Executive Committee who may exercise all such powers of the Association and do on behalf of the Association all such acts as may be exercised and done by the Association and are not required to be exercised or done by the Association in a General Meeting, subject nevertheless to the provisions of the Constitution and to such regulations (not being inconsistent with the provisions of the Constitution) as may be prescribed by the Association in a General Meeting; but no regulations made by the Association in a General Meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made.
• 9.2. The Board, shall be elected in an Annual General Meeting and shall consist of 8 (eight) members. The members of the Board shall be:
  • 9.2.1. Chairman
  • 9.2.2. Deputy Chairman
  • 9.2.3. Secretary
  • 9.2.4. Treasurer
  • 9.2.5. The immediate former Chairman of the Board
  • 9.2.6. Two (2) Members
  • 9.2.7. The CEO of the Association who shall be an Ex-officio Member with no voting rights
• 9.3. Only a Chief Executive Officer, Deputy Chief Executive Officer (or their equivalents) or a senior officer duly nominated by a Member's board through a written resolution shall be eligible for election as a Chairman or a Member of the Board of the Association.
• 9.4. The Chairman of the Board shall hold office for one term of two (2) years and shall be eligible for re-election as Chairman for a further term of two (2) years after the expiry of the first term.

10. Powers of the Board

• 10.1. The Board will be the executive organ of the Association and will be responsible for the general conduct of business and affairs of the Association and will exercise all such powers of the Association as are required by law or by this Constitution or by the Rules and Regulations subject however to the discretion of the Association expressed by a Resolution in a General Meeting.
• 10.2. The Board subject to the passing of a Board resolution shall have power to co-opt members to fill any vacancies up to its permitted maximum of eight (8), provided that such co-opted members would otherwise qualify for election as members of the Board in accordance with the provisions of the Constitution.
• 10.3. Co-opted members of the Board shall be entitled to attend and vote at meetings of the Board and generally to perform all the functions of a member of the Board. A co-opted member of the Board shall hold office only until the next Annual General Meeting.
• 10.4. For the purpose of conducting the business and carrying out the objects of the Association, the Board shall have the power to rent offices, to appoint and remove officials, to operate bank accounts on behalf of the Association and to obtain professional assistance on such terms and at such remuneration as may from time to time seem expedient to the Board.
• 10.5. The Authorized Signatories of the Association for purposes of conducting the business and carrying out the objects of the Association shall be:
  • 10.5.1. The Chairman of the Board
  • 10.5.2. The Deputy Chair
  • 10.5.3. The Secretary of the Board
  • 10.5.4. The Treasurer of the Board
  • 10.5.5. The CEO
• 10.6. The Chairman shall act as the principal signatory. In the event of the Chairman's absence, the Deputy Chairman shall act as the principal signatory. In the event that two signatories are required, the Chairman or the Deputy Chairman (as the case may be) together with either one of the remaining signatories shall act as the authorised signatories.
• 10.7. In their event of absence of both the Chairman and the Deputy Chairman, either of the remaining signatories shall act as authorised signatories.
• 10.8. In furtherance of the Objects of the Association the Board may exercise the following powers:
  • 10.8.1. power to buy, take on lease or in exchange any property expedient or necessary for the achievement of the objects and to maintain and equip it for use;
  • 10.8.2. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association;
  • 10.8.3. power subject to any consents required by law and to the provisions of Article 6.2 hereof to borrow money and to charge all or any part of the property of the Association with the repayment of the money so borrowed;
  • 10.8.4. power to ratify such acts and deeds of the Association or as shall have been carried out on its behalf in good faith provided that such acts or deeds shall substantively be compliant with this Constitution.
  • 10.8.5. Power to do all such other lawful things as are expedient or necessary for the achievement of the Objects.