The Aga Khan University-Kenya Charter

Section 1. Short title Section This Charter may be cited as the Aga Khan University-Kenya Charter.

Section 2. Interpretation Section In this Charter, unless the context otherwise requires— "Act" means the Universities Act (Cap. 210); "Alumni Association" means the body established under Paragraph 20 of this Charter; "Cabinet Secretary" means the Cabinet Secretary for the time being responsible for matters related to university education; "Chancellor" means the Chancellor of the University appointed under Paragraph 17 of this Charter; "Commission" means the Commission for University Education established under section 4 of the Act; "Council" means the governing body of the University established under Paragraph 18, of this Charter; "Dean" means a person appointed to head a College, School, Faculty, Academic Unit, Center or Institute of the University; "Dean of Students" means the person appointed to be in charge of the student experience and welfare in accordance with the Statutes; "Deputy Vice-Chancellor" means the Deputy Vice-Chancellor of the University appointed under Paragraph 22 of this Charter; "Faculty" means a division within the University comprising of one subject area, or a number of related subject areas; "Graduate" means a person upon whom a degree of the University...

Section 3. Establishment and Incorporation of the Aga Khan University Section 3(1) There is established a University to be known as the Aga Khan University-Kenya. Section 3(2)(a) suing and being sued; Section 3(2)(b) taking, purchasing or otherwise acquiring, holding, charging and disposing of movable and immovable property; Section 3(2)(c) receiving, investing, granting, borrowing and lending money; and Section 3(2)(d) doing or performing any such other things or Acts, including entering into such contracts as may be necessary or expedient, for the furtherance of the provision of this Charter which may be done by a body corporate. Section 3(3) The University is the successor of the Aga Khan University constituted under the Universities Act (now Repealed) and issued with a Letter of Interim Authority dated 11th July, 2002 under Gazette Notice No. 4537. Section 3(4) Subject to this Charter, all rights, duties, obligations, assets and liabilities of the Aga Khan University held by or by or on behalf of the Aga Khan University-Kenya, and existing at the commencement of this Charter, shall be automatically and fully transferred to and vest in the University.

Section 4. Vision Section The University is an autonomous, international institution of distinction, primarily serving the developing world in innovative and enduring ways.

Section 5. Mission Section 5(1) The University is committed to the development of human capacities through the discovery and dissemination of knowledge, and application through service. Section 5(2) It seeks to prepare individuals for constructive and exemplary leadership roles, and shaping public and private policies, through strength in research and excellence in education, all dedicated to providing meaningful contributions to society.

Section 6. Philosophy Section 6(1) The University operates on the core principles of quality, relevance, impact and access. Section 6(2) The University is committed to building an environment that fosters intellectual freedom, distinction in scholarship, pluralism, compassion and humanity's collective responsibility for a sustainable physical, social and cultural environment. Section 6(3) The University shall operate as a non-profit organization.

Section 7. Core Values Section offering programmes of international quality;

Section 8. Objects and Functions of the University Section 8(2) Admission to the University as candidates for degrees, diplomas, certificates, or other awards shall be open to all persons accepted as being qualified by the Senate in accordance with this Charter without distinction of race, ethnicity, place of origin or residence or other local connections, political opinion, color, creed, physical ability or gender. Section 8(3) No barrier based on any such distinction shall be imposed upon any person as a condition of their becoming, or continuing to be, a professor, lecturer, graduate or student of the University, or of their holding any office therein, nor shall any preference be given to, or advantage withheld from any person on the grounds of any such distinction. Section 8(4) The University shall charge such fees or levy as the Council may, with the advice of the Senate, approve from time to time, for students admitted to the University for defraying expenses connected with their education. Section 8(5) The University shall operate as a non-profit organization.

Section 9. Establishment of Constituent Colleges Section The Cabinet Secretary may, on the recommendation of the Council, and on the advice of the Commission for University Education, by order published in the Gazette , establish or declare an institution of learning or higher education or any training establishment to be a Constituent College of the University.

Section 10. Establishment of Colleges and Campuses, Schools and Institutes Section 10(1) The University Council may, on the advice of the Senate, establish Colleges within the University or Campuses, to offer training and courses of instruction consistent with its mission and objects whose functions and powers shall be as provided for by the Statutes. Section 10(2) A College or Campus which is established shall consist of such Faculties, Schools, Institutes or Centres as may be provided by the Statutes.

Section 11. Conferment of Degrees and Grant of Diplomas, Certificates and other Awards Section 11(1)(a) confer Bachelor’s degree, Master’s degree, Doctorate degree and other awards; Section 11(1)(b) grant diplomas, certificates and other academic awards as may be provided for by the Statutes; and Section 11(1)(c) confer honorary degrees or any other academic distinction to a person who has rendered distinguished service to the advancement of any branch of learning or who has otherwise rendered service in any field of human endeavor worthy of such a degree or academic distinction. Section 11(2) Subject to this Charter, the University may award fellowships, scholarships, bursaries and prizes and make other awards as may be provided for in the Statutes.

Section 12. Convocation Section 12(1) There shall be a convocation of the University which shall consist of such members as prescribed by the Statutes. Section 12(2) The convocation shall be convened for purposes of conferment and granting of awards and for such other functions as may be outlined in the Statutes.

Section 13. Withdrawal of Degrees, Diplomas, Certificates and other Awards Section The Council may, subject to this Charter, and on the recommendation of the Senate, cancel or withdraw such certificates, diplomas, degrees, including honorary degrees, or any other awards as may be provided for in the Statutes.

Section 14. Membership Section the Chancellor;

Section 15. Governance Section the Sponsor;

Section 16. Sponsor Section 16(1) The sponsor of the Aga Khan University-Kenya is the Aga Khan Foundation. Section 16(2)(a) appoint members of the Council; Section 16(2)(b) raise funds for the benefit of the University; Section 16(2)(c) promote the objects of the University; and Section 16(2)(d) appoint the Chancellor.

Section 17. The Chancellor Section 17(1) The Chancellor of the University shall be the sole Imam of the Shia Imami Ismaili Muslims, chosen by successional designation in terms of the applicable customary law, as referenced in the Constitution of the Shia Imami Ismaili Muslims. Section 17(2)(a) shall be the titular head of the University. Section 17(2)(b) shall, in the name of the University, in person or his designated appointee, confer, grant or award degrees, diplomas, certificates and other awards of the University; Section 17(2)(c) may from time to time give advice to the Council which the Chancellor considers necessary for the betterment of the University; and Section 17(2)(d) shall enjoy such powers and privileges and perform such other functions as may be necessary and expedient to achieve the objectives of the University.

Section 18. The Council Section 18(1)(a) the Chairperson who shall have at least a master’s degree and who shall be appointed by the Sponsor; Section 18(1)(b) three persons with distinguished qualifications and experience in the field of education appointed by the Sponsor; Section 18(1)(c) two persons of international renown with distinguished qualification and experience in leadership, appointed by the Sponsor; and Section 18(1)(d) the Vice-Chancellor, who shall be the Secretary and an ex officio member of the Council. Section 18(2) Under special circumstances the Sponsor may appoint not more than two additional members, being persons whose skills or experience are necessary for the purposes of the functions of the Council. Section 18(3) The composition of the Council shall ensure that at least a third of the membership are Kenyan citizens by birth. Section 18(4) The members of the Council, except the Vice-Chancellor shall hold office for a term of five years and shall be eligible for re-appointment for one further term. Section 18(5) The members of the Council shall appoint from amongst its members or otherwise form such committees as may, in the opinion of the Council, lead to i...

Section 19. The Students’ Association Section 19(1) There shall be a Student Association of the University, which comprises all the students of the University. Section 19(2)(a) overseeing and planning, in consultation with the Senate and the University Management Board, students’ activities for the promotion of academic, spiritual, moral, harmonious communal life and social well-being; Section 19(2)(b) drawing the attention of the appropriate authorities, where necessary, to the special needs of the students; Section 19(2)(c) undertaking such other functions as provided in its governance instruments approved by the Senate; and Section 19(2)(d) undertaking such other functions as provided in its governance instrument as approved by the University Council.

Section 20. The Alumni Association Section 20(1) The University may establish an Alumni Association as provided for in the Act, which shall consist of the graduates of the University, beginning with the first graduation, and such other persons as may be declared to be members by the Council. Section 20(2) The objectives and the governance of the Alumni Association shall be guided by a constitution drawn up by the group of individuals who are the alumni of the University on the date of this Charter. Section 20(3) The constitution of the Alumni Association shall be approved by the Council and shall not be inconsistent with this Charter.

Section 21. The Vice-Chancellor Section 21(1) The Vice-Chancellor shall be appointed upon such terms and conditions of service as the Council shall determine. Section 21(2) The Vice-Chancellor shall be required to be the holder of a Doctor of Philosophy degree and shall be the Chief Executive Officer of the University. Section 21(3)(a) be the academic and administrative head of the University; Section 21(3)(b) have the overall responsibility for the direction, organization, administration and programmes of the University; and Section 21(3)(c) have such responsibilities and duties as may be provided for in the Charter. Section 21(4)(a) submit the plans of work and budget estimates of the University for the approval of the Council; Section 21(4)(b) direct the activities connected with the execution of programmes for instruction, training, research, demonstration, and service and authorize expenditure provided for in the budget as approved by the Council; Section 21(4)(c) appoint, with the approval of the Council where necessary, members of the academic and administrative staff of the University and such other personnel as may be necessary in accordance with policies and procedures ap...

Section 22. The Deputy Vice-Chancellors Section 22(1) The University shall have one or more Deputy Vice-Chancellor as the Council deems fit. Section 22(2) The Deputy Vice-Chancellor shall be appointed by the Council upon such terms and conditions as the Council shall determine. Section 22(3) The Deputy Vice-Chancellor of the University shall support and assist the Vice- Chancellor on matters of the University. Section 22(4) The Deputy Vice-Chancellor shall perform such other academic and administrative functions as assigned or delegated to the Deputy Vice-Chancellor by the Vice-Chancellor from time to time.

Section 23. Principals of Constituent Colleges Section 23(1) The Principal of a Constituent College shall be appointed by the Council through a competitive recruitment process and shall be the academic and administrative head of the Constituent College. Section 23(2) The Principal shall hold office upon such terms and for such period as may be provided for by the Statutes and upon expiration of that period shall be eligible for re- appointment for one further term.

Section 24. The Principals of Colleges of the University Section 24(1) The Council shall, for each College and Campus of the University, appoint a Principal through a competitive recruitment process who shall be the academic and administrative head of the College and shall, under the general authority of the Vice- Chancellor, have such other powers and duties as may be provided for by the Statutes. Section 24(2) The Principal shall hold office upon such terms and for such period as may be provided for by the Statutes.

Section 25. The Senate Section 25(1)(a) the Vice-Chancellor, who shall be the Chairperson; Section 25(1)(b) the Deputy Vice-Chancellors; Section 25(1)(c) the Principals of each Constituent College of the University; Section 25(1)(d) the Principals of each College and Campus of the University; Section 25(1)(e) the Deans of Schools, Associate Deans, Directors of Institutes, Centres and other academic units; Section 25(1)(f) the Registrars Section 25(1)(g) the Heads of Departments; Section 25(1)(h) two members elected by the Academic Board or equivalent body of each Constituent College from among the members of such board or body; Section 25(1)(i) the Professors of the University Section 25(1)(j) the University Librarian; Section 25(1)(k) one representative of each of the School Boards appointed by the respective boards from amongst its members; Section 25(1)(l) the Dean of Students; Section 25(1)(m) the Directors of the respective directorates established in the University; Section 25(1)(n) subject to the Statutes, two members elected by the students’ organization, who shall however not be entitled to attend deliberations of the Senate on matters which are considered by the Chairpers...

Section 26. The University Management Board Section 26(1) There shall be a University Management Board which shall assist the Vice-Chancellor with the day-to-day management operations of the University and implementation of the policies of the University and further undertake such other functions as shall be set out in this Charter. Section 26(2)(a) the Vice-Chancellor, who shall be the Chairperson; Section 26(2)(b) the Deputy Vice-Chancellors; Section 26(2)(c) the Registrar; Section 26(2)(d) the Chief Financial Officer; Section 26(2)(e) the Chief Legal Officer; and Section 26(2)(f) the Quality Assurance Officer.

Section 27. The Staff of the University Section 27(1)(a) the Vice Chancellor; Section 27(1)(b) the Deputy Vice-Chancellors; Section 27(1)(c) the Principals of Colleges within the University; Section 27(1)(d) the University Professors; Section 27(1)(e) the University Librarian; and Section 27(1)(f) all members of staff who are engaged in teaching, research or extension in the University. Section 27(2)(a) the Council; Section 27(2)(b) the Vice-Chancellor; Section 27(2)(c) the Deputy Vice-Chancellors; Section 27(2)(d) the Principals of Colleges within the University; Section 27(2)(e) the Deans of Faculties and Schools, Directors of Centers and Institutes of the University; Section 27(2)(f) the University Librarian; Section 27(2)(g) the Chairpersons of departments; Section 27(2)(h) the Registrars; Section 27(2)(i) the Finance Officer of the University; and Section 27(2)(j) such other members of the staff as the Council may from time to time determine. Section 27(3) The administrative staff of the University shall consist of such members of staff engaged in general administration as the Council may, from time to time determine Section 27(4) The technical staff of the University shall co...

Section 28. Performance of duties during the incapacity of an Office Holder Section 28(1) In the event of the incapacity of the Vice-Chancellor, the Council shall appoint one of the Deputy Vice-Chancellors to carry out the functions of the office of the Vice-Chancellor during the period of incapacity for a maximum of one hundred and eighty calendar days. Section 28(2) In the event of the simultaneous incapacity of the Vice-Chancellor and the Deputy Vice-Chancellors, the Council shall appoint one of the Principals of Colleges within the University to perform the functions of the office of the Vice-Chancellor during the incapacity for a maximum of one hundred and eighty calendar days. Section 28(3) In the event of the simultaneous incapacity of the Vice-Chancellor, the Deputy Vice-Chancellors, and the Principals of Colleges within the University, the University Council shall appoint a member of the academic staff at the level of a professor to perform the functions of the office of the Vice-Chancellor during the incapacity for a maximum of one hundred and eighty calendar days. Section 28(4) In this section, "incapacity" means absence from Kenya or inability for any other reason to pe...

Section 29. Financial Year Section The financial year of the University shall be a consecutive period of twelve months commencing on the 1st day of January and ending on the 31st day of December each year or such other consecutive period of twelve months as the Council may determine from time to time.

Section 30. University Fund and Resources Section 30(1) The University shall have a Fund and whose resources may be derived from tuition and other fees, donations, gifts, trusts, bequests, endowments, grants, contributions, income from auxiliary activities such as consultancy, fees for services rendered and any other sources and which shall be under the control of the Council. Section 30(2) Capital and recurrent expenditure of the University shall be met from the Fund and out of the contribution made by the Aga Khan Foundation and any other sources, including other foundations, universities and individuals as may be approved by the Council from time to time, and from the income derived therefrom. Section 30(3) No contribution, donation or grant which may directly or indirectly involve any immediate or subsequent financial liability for the University, or which may involve an activity not included in its programmes for the time being, shall be accepted without the prior approval of the Council.

Section 31. Investment of Funds Section 31(1) The Council may invest any of the funds of the University in securities, treasury bonds, trust funds or in such other securities as the Sponsor may approve. Section 31(2) The Council may place on deposit with such banks as it may determine, any monies not immediately required for the purposes of the University.

Section 32. Annual Estimates Section 32(1) Before the commencement of a fiscal year, the Council shall cause to be prepared estimates of the revenue and expenditure of the University for that year. Section 32(2)(a) for the payment of the salaries, allowances and other charges in respect of the staff of the University; Section 32(2)(b) for the payment of the pensions, gratuities and other charges in respect of retirement benefits which are payable out of the funds of the University; Section 32(2)(c) for the proper maintenance of the buildings and grounds of the University; Section 32(2)(d) for the proper maintenance, repair and replacement of equipment and other movable property of the University; Section 32(2)(e) for the funding of the cost of teaching, research and outreach activities of the University; Section 32(2)(f) for development purposes; and Section 32(2)(g) for the creation of such funds to meet future or contingent liabilities in respect of retiring benefits insurance or replacement of building or equipment and in respect of such other matters as the Council may think fit.

Section 33. Accounts and Audit Section 33(1) The accounts of the University shall be maintained in such form and manner as may be determined by the Council and shall be audited each year within four months of the closing of the financial year of the University by a Certified Public Accountant appointed by the Council. Section 33(2) The University shall be operated on a non-profit basis. Any surplus made by it shall accrue to the University and shall be used to promote the objects of the University and to sustain its academic and service programmes. The University shall not distribute its surplus or any part thereof to any person or a legal entity other than those collaborating with the University in furtherance of its objectives. Section 33(3) The accounts, together with the report of the auditor thereon, shall be submitted annually to the Council for approval and availed to the Commission whenever required. Section 33(4) The auditor’s report shall certify that the auditor has complied with the standards of audit and certification laid down by the Institute of Certified Public Accountants of Kenya.

Section 34. Instruments of Governance Section 34(1) The University shall conspicuously display all its instruments of governance. Section 34(2) Where any instrument is revoked under this Charter, the University shall, within fourteen days of such revocation, return the original instrument of governance to the Commission subject to the provisions of this Charter.

Section 35. Instruments of Authority Section Subject to this Charter, the University shall possess the University Mace, the Common Seal for signification of documents and the University Logo as its instruments of Authority.

Section 36. The Common Seal Section 36(1) The Common Seal of the University shall be kept in such custody and used only as the Council shall direct and may be affixed, as and when required under the applicable law, to legal documents and instruments or as determined by the Council. A document or an instrument duly sealed and purporting to be signed by the duly authorized officers of the University shall be binding and considered as properly executed by the University. Section 36(2) The Common Seal of the University shall be authenticated by the signatures of the Vice-Chancellor and or other person duly authorized by the Council. Section 36(3) The Common Seal of the University when affixed to any document and duly authenticated shall be judicially noticed, and unless and until the contrary is proved, any order or authorization of the Council under this section shall be presumed to have been duly given. Section 36(4) All documents other than those required by law to be under Seal, made on behalf of the Council and all decisions of the Council shall be under the hand of the Chairperson, the Vice-Chancellor or the respective Deputy Vice-Chancellor or any other member of the Council dul...

Section 37. Indemnity and Bar of Jurisdiction Section No matter or thing done by a member of the University or any officer, employee or agent of University shall, if the matter or thing is done bona fide for executing the functions, powers or duties of the university, render the member, officer, employee or agent or any person acting under the directions personally liable to any action, claim or demand whatsoever.

Section 38. Interpretations and Amendment of the Charter Section 38(1) The Charter shall be valid and effectual in law according to its true intent and meaning and shall be construed, subject to the provisions of the Act and applicable regulations, in the best interest of the University to ensure effective promotion and implementation of its objectives, and optimal utilization of its resources in accordance with the provisions of this Charter. Section 38(2) Any proposed amendment of this Charter shall be made by a two-thirds majority vote of the Council and such proposed amendment shall have prior approval of the Chancellor and the Sponsor provided that no such proposed amendment shall be inconsistent with the provisions of the Charter.

Section 39. Statutes Section 39(1)(a) establishment of Colleges, Faculties, Schools, Institutes and Centers of the University; Section 39(1)(b) description of degrees, diplomas, certificates and other academic qualifications; Section 39(1)(c) requirement for conferment of degrees, diplomas, certificates and other academic qualifications; Section 39(1)(d) conduct of examinations; Section 39(1)(e) determination and collection of fees and other charges; Section 39(1)(f) prescription of rules and regulations for the conduct and organization of student affairs; Section 39(1)(g) setting the terms and conditions of service, including the appointment, dismissal & recommendation of retirement benefits of the members of the staff of the university; Section 39(1)(h) constitution and procedure of meetings of the Council, and the establishment, composition and terms of reference of committees of the Council; and Section 39(1)(i) providing for or prescribing anything, which, under this Charter may be provided for or prescribed by Statutes. Section 39(2) The Council of Aga Khan University shall have the powers to make Statutes for the University under this Charter in accordance to the provisions...

Section 40. Convocation Section 40(1) There shall be Convocation of the University which shall consist of such members as prescribed by the Statutes. Section 40(2) The convocation shall be convened for purposes of conferment of awards and for such other functions as may be outlined in the Statutes.

Section 41. Variation or Revocation Section The Charter of the University may be varied or revoked as provided for in the Act.

Section 42. Protection of University Name Section 42(1) Despite the provisions of any other written law, no public officer performing the functions relating to the registration of companies or business names is to accept for the registration any name that includes the word "The Aga Khan" together with the word "University", "College", "Institute" or "Centre". Section 42(2)(a) advertisement; Section 42(2)(b) publication; Section 42(2)(c) business; Section 42(2)(d) trade; or Section 42(2)(e) profession, without the consent of the University Council.

Section 43. Transitional Section 43(1) The University Council in place at the time of grant of this Charter, shall continue to be in place for a period of six months after which appointment shall be done in accordance with this Charter. Section 43(2) The University Council in place at the time of grant of this Charter may make Statutes for the University under this Charter and the Statutes so made shall be deemed to be made under this Charter. Section 43(3) The persons occupying the offices of the Vice-Chancellor and the Deputy Vice- Chancellors of the Aga Khan University-Kenya at the time of grant of this Charter, shall continue to discharge their responsibilities and exercise such powers as set out in the Act and this Charter with respect to the University for a period of six months after which appointment shall be done in accordance with this Charter. Section 43(4) All persons who were members of staff of Aga Khan University shall be deemed to have been appointed under this Charter on the same Terms and Conditions of Service. Section 43(5) All the students of the Aga Khan University-Kenya, Kenya who were pursuing degree, diploma, certificate, and post degree programmes as at the...

Section 44. Dissolution Section The University may be wound-up as provided for under the applicable law, or upon the initiative of the Sponsor and subject to the approval of the Commission. Liquidation of the University shall be performed by a liquidator appointed by the Council with the prior written approval of the Sponsor. Upon dissolution or winding-up of the University, the net assets of the University shall, after satisfaction of all its debts and liabilities, be distributed by the Sponsor, or such other entity or entities, as may be determined by the Sponsor.