Opportunities

REQUEST FOR PROPOSAL: COMPANY SECRETARIAL AND GOVERNANCE SERVICES

TERMS OF REFERENCE

The scope of the Company Secretary shall cover Mashinani Works Limited, a non-profit company limited by guarantee, registered under THE COMPANIES ACT, 2015.

Mashinani Works Limited is a public benefit company with a mission to improve the livelihoods of youth and women in Kenya’s ASALs through skills development and business.

The Company Secretary shall support the Board in carrying out its role. They shall be appointed by and accountable to the Board of Directors for board activities. They shall ensure that board procedures are both followed and regularly reviewed and provide guidance to the Chairman and Directors on their responsibilities under various laws and corporate governance codes of good practice.

The main responsibilities of the Company Secretary shall include the following:

  1. Compliance Matters
  • Ensuring full compliance with the Companies Act and the company’s Memorandum and Articles of Association.
  • Ensuring compliance with regulatory and statutory
  • General compliance advisory

 

2. Filing of Annual Returns

Preparation and filing of Annual Returns to the Registrar of Companies.

3. Other Changes in the Organization (s)

Preparation and filing of requisite documents on changes in the Company within the stipulated timeline. These changes will include changes in directorship, the company’s physical and postal addresses, secretaries, auditors, etc.

  1. Custody of Company Seal and Secretarial Documents
  • Keeping the Company Seal in safe custody (on request) and ensuring use as specified in the Articles of Association.
  • Ensuring that all Company transactions that are required to be executed under seal are appropriately executed.
  • Keeping the Company’s secretarial documents in safe

5. Preparation and maintenance of the following Statutory Registers:

  • Register of
  • Register of members.
  • Register of charges and mortgages (if any).
  • Register of sealed
  1. Board and Board Committees Meetings
    • Maintaining and updating records of minutes and resolutions for two official Board meetings annually.
    • Supporting effective board administration and providing counsel on the company’s compliance with the corporate governance requirements and procedures of the meetings.

 

7. General Meetings

  • Ensuring that Annual General Meetings (AGMs) are held every year and in accordance with the provisions of the Company’s Articles of Association and the Companies Act, 2015.
  • Maintaining and updating records of minutes and resolutions
  1. Corporate Governance
    • General advisory services and implementation of corporate governance best
    • Generally supporting the organization to comply with Kenyan company law and best corporate governance practice.

 

QUALIFICATIONS

  • Applicants must be registered and hold a valid Practising Certificate from the Institute of Certified Secretaries (ICS) or the Law Society of Kenya (LSK).
  • Extensive experience working in a similar field.
  • Leading industry knowledge to be able to provide legal opinion or report on the legal status of the various issues affecting the non-profit and community development industry.
  •  

DURATION OF THE ENGAGEMENT

The appointment of the Company Secretary shall be for a period of three (3) years, subject to satisfactory annual performance reviews and mutual agreement.

 

SUBMISSIONS

Applicants are kindly requested to send their proposal by e-mail to the undersigned by 15th of September 2026 at 5:00 p.m. to:

The Board Chairperson

MashinaniWORKS Limited

Email: procurement@mashinaniworks.org

For further inquiries or clarifications, please email: procurement@mashinaniworks.org

 

Soft copy document: MashinaniWORKS RFP –  COMPANY SECRETARIAL AND-GOVERNANCE SERVICES