Article c11   General

c11.1.   Amendments to any provision of this Constitution may be made in accordance with clause c7.1.2 on Special General Meetings.  Proposed amendments, having been considered by the Elders, shall be circulated with the notice which calls the meeting at which they are to be deliberated.  Amendments approved by the membership shall be consented to by the Registrar of Societies before coming into effect.

c11.2.  Where circumstances arise which are not specifically provided for in this Constitution, the Elders’ interpretation of the spirit of the Constitution shall be considered valid and final.

c11.3.  The Bylaws, which shall be consistent with the Constitution, shall be binding on all members.  Amendments to the Bylaws may be made in accordance with the provisions governing the Annual General Meeting and/or the Members’ Day.  Proposed amendments, having been considered by the Elders, shall be circulated with the notice which calls the meeting at which they are to be deliberated upon.

c11.4.  Disputes:

c11.4.1. In the event of a dispute or difference arising out of, or in connection with, the interpretation or implementation of any provision of this Constitution or the Bylaws, the parties to such disputes shall use all reasonable efforts, acting in good faith, to resolve such dispute or difference amicably through negotiation which, failing, through mediation by the Elders.

c11.4.2. Should resolution of a dispute in the manner set out in the Clause above fail, no party may commence any court proceedings, and such dispute shall be referred to, and finally determined by, arbitration by an uneven panel of members or arbiters comprising former Elders and Pastors.

c11.4.3. The Elders’ Court may establish the policy and rules for the resolution of disputes.

Article c12    Dissolution of the Church

c12.1.      The Church shall not be dissolved except by resolution passed at a Church meeting in accordance with the provisions governing the Special General Meeting.  However, no dissolution shall be effected without prior consent in writing by the Registrar of Societies, obtained upon application to him made in writing and signed by a simple majority of the Elders and the Honorary Secretary.  Such an application shall be accompanied by the Minutes of the Special General Meeting authorising the dissolution.

c12.2.      When the dissolution of the Church has been approved by the Registrar, no further action shall be taken by the Church or any Elder in accordance with the aims of the Church other than to realise for cash all the assets of the Church.  Subject to the payment of all the debts of the Church, the balance thereof shall be distributed in such a manner as may be resolved by the meeting at which the resolution for dissolution is passed.

This Constitution and Bylaws were approved by the members of the Nairobi Baptist Church at a Special General Meeting/Members’ Day duly convened pursuant to the provisions of Clause 10.1 of the existing Church Constitution on 2^nd December 2006.