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Constitution & By-laws

Last updated: 23 September 2026

This Constitution is made in accordance with the Societies Act (Cap 108), Laws of Kenya, and governs the affairs of the Society for Quality Healthcare, Kenya.

Article 1 — Name

The name of the Society shall be the Society for Quality Healthcare, Kenya (hereinafter referred to as "SQHK" or "the Society").

Article 2 — Registered office

The registered office of the Society shall be in Nairobi, Kenya, or at such other place as the Executive Committee may from time to time determine.

Article 3 — Objects

The objects of the Society shall be to:

  1. Promote and advance the quality and safety of healthcare services across Kenya.
  2. Advocate for policies and standards that improve healthcare delivery and patient safety.
  3. Provide a platform for professionals, institutions and stakeholders to collaborate on quality improvement in healthcare.
  4. Build capacity through training, education, mentorship and knowledge sharing in healthcare quality.
  5. Facilitate research, innovation and the adoption of evidence-based practices in healthcare.
  6. Foster partnerships with local, regional and international organisations working in healthcare quality.
  7. Recognise and celebrate excellence in healthcare quality through awards and other initiatives.

Article 4 — Membership

Categories

Membership of the Society shall be open to the following categories:

  1. Full Member — a healthcare professional registered and practising in Kenya who is committed to the advancement of quality healthcare.
  2. Associate Member — a person who supports the objects of the Society but may not hold a healthcare professional qualification.
  3. Student Member — a person enrolled in a recognised institution of learning in a health-related field of study.
  4. Institutional Member — a healthcare facility, academic institution, non-governmental organisation or corporate entity that supports the objects of the Society.
  5. Honorary Member — a person conferred honorary membership by the Executive Committee in recognition of distinguished service to healthcare quality. Honorary members shall not pay subscription fees.

Admission

Application for membership shall be made in the form prescribed by the Executive Committee and shall be accompanied by the applicable membership fee. The Executive Committee shall have the power to accept or reject any application.

Subscription fees

Annual subscription fees for each category shall be determined by the Executive Committee and communicated to members. Fees are due upon admission and on the anniversary of the member's admission date each year thereafter.

Cessation of membership

A member shall cease to be a member of the Society if they:

  1. Resign by giving written notice to the Secretary.
  2. Fail to pay the annual subscription fee within three months of it becoming due, after being given written notice.
  3. Are expelled by resolution of the Executive Committee on grounds of conduct prejudicial to the interests of the Society, provided the member has been given a reasonable opportunity to be heard.
  4. Die.

Article 5 — Governance

Executive Committee

The affairs of the Society shall be managed by an Executive Committee consisting of:

  1. Chairperson
  2. Vice-Chairperson
  3. Secretary General
  4. Treasurer
  5. Up to five (5) additional members elected by the Annual General Meeting.

Members of the Executive Committee shall hold office for a term of three (3) years and shall be eligible for re-election for one further term.

Duties of office-bearers

Chairperson — shall preside at all meetings of the Society and the Executive Committee, and shall be the chief spokesperson of the Society.

Vice-Chairperson — shall act in the absence of the Chairperson and perform such duties as may be delegated.

Secretary General — shall keep minutes of all meetings, maintain the register of members, conduct correspondence, and ensure compliance with the Societies Act.

Treasurer — shall be responsible for the finances of the Society, keep proper books of accounts, and present audited accounts at the Annual General Meeting.

Vacancies

If a vacancy arises on the Executive Committee between Annual General Meetings, the remaining members may co-opt a member of the Society to fill the vacancy until the next Annual General Meeting.

Article 6 — Meetings

Annual General Meeting

The Annual General Meeting (AGM) of the Society shall be held once in every calendar year at such time and place as the Executive Committee may determine. At least twenty-one (21) days' written notice shall be given to all members. The quorum for the AGM shall be one-third of the members or thirty (30) members, whichever is less.

The business of the AGM shall include:

  1. Confirmation of the minutes of the previous AGM.
  2. Consideration of the Chairperson's report on the activities of the Society.
  3. Consideration and adoption of the audited accounts.
  4. Election of office-bearers (in election years).
  5. Appointment of auditors.
  6. Any other business of which due notice has been given.

Special General Meeting

A Special General Meeting may be convened by the Executive Committee or upon a written request signed by not less than one-third of the members, stating the purpose of the meeting. At least fourteen (14) days' written notice shall be given.

Executive Committee meetings

The Executive Committee shall meet at least once every three (3) months. The quorum shall be half of the members of the Committee.

Article 7 — Finance

The funds of the Society shall be derived from membership subscriptions, donations, grants, fundraising activities and any other lawful sources approved by the Executive Committee.

All funds shall be deposited in a bank account in the name of the Society. Withdrawals shall require the signatures of any two of the following: Chairperson, Secretary General, and Treasurer.

The funds of the Society shall be used solely for the furtherance of its objects and no portion thereof shall be distributed to members.

The accounts of the Society shall be audited annually by a qualified auditor appointed at the AGM.

Article 8 — Discipline

Any member whose conduct is, in the opinion of the Executive Committee, prejudicial to the interests or reputation of the Society may be suspended or expelled by resolution of the Executive Committee, provided that:

  1. The member is given at least fourteen (14) days' written notice of the complaint against them.
  2. The member is given a reasonable opportunity to be heard by the Executive Committee.
  3. A member expelled may appeal to the next Annual General Meeting, whose decision shall be final.

Article 9 — Amendments

This Constitution may be amended by a resolution passed by not less than two-thirds of the members present and voting at an Annual General Meeting or a Special General Meeting convened for that purpose, provided that:

  1. The proposed amendment has been circulated to all members at least twenty-one (21) days before the meeting.
  2. No amendment shall take effect until it has been registered with the Registrar of Societies in accordance with the Societies Act.

Article 10 — Dissolution

The Society may be dissolved by a resolution passed by not less than three-quarters of the members present and voting at a Special General Meeting convened for that purpose.

Upon dissolution, the assets of the Society remaining after the satisfaction of all debts and liabilities shall not be distributed among members but shall be transferred to another organisation with similar objects, as determined by the members at the meeting at which dissolution is resolved, or failing such determination, as directed by the Registrar of Societies.

Article 11 — Compliance with the Societies Act

The Society shall at all times comply with the provisions of the Societies Act (Cap 108) and any regulations made thereunder. In the event of any conflict between this Constitution and the Act, the provisions of the Act shall prevail.