PUBLIC STATEMENT

ILLEGAL PETITION FOR AN EXTRAORDINARY ANNUAL GENERAL MEETING AND OFFICIAL UPDATES

TO:
PAMCA Members and Key Stakeholders

FROM:
PAMCA Board

The PAMCA Board wishes to address recent developments regarding an unsigned petition circulating since December 10, 2024, purporting to call for an Extraordinary Annual General Meeting (EAGM) scheduled for December 20, 2024.

We hereby clarify that the petition and proposed meeting are illegal and unprocedural for the following reasons:

(a) Board Authority: Only the PAMCA Board can call for an EAGM based on valid requisitions from members. No such requisition has been received, nor has the Board authorized the said meeting.

(b) False Allegations: Claims that the Board has delayed the 2024 AGM are inaccurate. On November 29, 2024, the Board communicated that the Annual General Meeting would take place in Q1 2025.

(c) Misrepresentation: Claims that unanimous resolutions were passed during a December 2, 2024, meeting are misleading. No such vote or resolution occurred, as confirmed by the full recording of the meeting.

(d) Unauthorized Communication: The use of a non-PAMCA email address (pamcamembers@yahoo.com) indicates the petition does not originate from the PAMCA Board.

(e) Agenda Violations: The petition proposes unauthorized agenda items, including: election of new board members which cannot be conducted in an EAGM and constitutional amendments that require a 60-day notification to the Board as per the PAMCA Constitution and this requirement has not been met.

The Board strongly urges members to disregard this illegal petition, and avoid any further engagement with the unofficial EAGM, which risks destabilizing PAMCA, undermining its governance, and damaging its reputation.

NEXT ANNUAL GENERAL MEETING

We recognize the desire for further communication from the Board and we have been working diligently to compile an accurate statement on the current status of PAMCA. As communicated on November 29, 2024, the PAMCA Board will convene the Annual General Meeting in January 2025. The delay is necessary to:

1. Complete the Forensic Audit: The audit reveals significant misappropriation of funds involving former board members, staff, and consultants. The Board believes it is crucial to share the extent of financial loss between January 2019 and March2024 with PAMCA members and key stakeholders to uphold utmost transparency and accountability as we try to rebuild the organization with the proper foundation for sustainable and meaningful growth for the members, chapters, and secretariat.

2. Finalize Revised Audited Financial Statements: The Board is commissioning statutory audits for 2021 to 2023 to ensure full financial transparency after previous irregularities. The PAMCA Constitution, in Article XXVI Clause 4, requires that the Board lay before the members present a proper income and expenditure accounts.

The AGM will provide members and stakeholders with a clear account of the organization’s finances and actions taken to restore accountability and trust.

RECOGNITION OF THE OFFICIAL PAMCA BOARD

The current PAMCA Board remains the only legally recognized governing body as per the Kenya Public Benefits Organizations Regulatory Authority. Any unauthorized meetings, decisions, or attempts to alter PAMCA’s Constitution or governance outside due process are null and void.

COMMITMENT TOTRANSPARENCY AND GOOD GOVERNANCE

The PAMCA Board remains steadfast in its commitment to restoring integrity, transparency, and sound governance to PAMCA. We thank all members and stakeholders for their continued trust and support during this critical time.

For further questions or clarifications, please reach out directly to any member of the Board or via email at board.leadership@pamca.org.

Yours faithfully,
PAMCA Board Officials

Issued on 18 December 2024