Constitution of Incorporated Trustees - Template Form Pro · NG-law

TABLE OF CONTENTS

ARTICLE ONE: ESTABLISHMENT

1.1 Name of the Association
1.2 Registered Office of the Association
1.3 Aims and Objectives of the Association
1.4 Legal Status, Income and Property of the Association

ARTICLE TWO: MEMBERSHIP OF THE ASSOCIATION

2.1 Admission and Application to Membership
2.2 Register of Members
2.3 Voluntary Withdrawal
2.4 Termination of Membership

ARTICLE THREE: TRUSTEES OF THE ASSOCIATION

3.1 Trustees of the Association
3.2 Election and Tenure of Trustees
3.3 Role of Trustees
3.4 Powers of the Trustees
3.5 Replacement and Appointment of Additional Trustees
3.6 Removal and Cessation of Trustees

ARTICLE FOUR: OFFICERS OF THE ASSOCIATION

4.1 Officers of the Association
4.2 Roles of Officers
4.3 Election of Officers
4.4 Remuneration
4.5 Vacancies and Removal

ARTICLE FIVE: MEETINGS OF THE ASSOCIATION

5.1 Annual General Meetings
5.2 Special Meetings
5.3 Notice of Meeting
5.4 Quorum
5.5 Voting
5.6 Proxies

ARTICLE SIX: COMMITTEES OF THE ASSOCIATION

6.1 Committees
6.2 Functions and Duties of the Committees
6.3 Meetings of the Committees

ARTICLE SEVEN: GOVERNING BODY

7.1 Members of the Governing Body
7.2 Role of the Governing Body

ARTICLE EIGHT: SOURCES OF INCOME AND DISBURSEMENT OF FUNDS

8.1 Sources of Income
8.2 Application of Funds

ARTICLE NINE: COMMON SEAL AND INSTRUMENTS

9.1 Common Seal
9.2 Instruments

ARTICLE TEN: ACCOUNTS

10.1 Accounting Year
10.2 Accounts

ARTICLE ELEVEN: APPOINTMENT OF AUDITORS

ARTICLE TWELVE: ANNUAL RETURNS AND STATUTORY COMPLIANCE

ARTICLE THIRTEEN: DISSOLUTION

ARTICLE FOURTEEN: AMENDMENT OF CONSTITUTION

ARTICLE FIFTEEN: SPECIAL CLAUSE

CONSTITUTION OF ________

(Incorporated as Trustees under Part F of the Companies and Allied Matters Act, 2020)

PREAMBLE

WE, the members of ________ (the "Association"), being a non-profit making, non-political and non-governmental Association, having resolved to be incorporated as a body corporate with perpetual succession under Part F of the Companies and Allied Matters Act, 2020 (the "Act"), do hereby firmly and solemnly make, adopt and provide for ourselves this Constitution and agree to be governed by the provisions herein contained.

ARTICLE ONE: ESTABLISHMENT

1.1 Name of the Association

The name of the Association shall be "________".

1.2 Registered Office of the Association

The registered office of the Association shall be situate at:

________

and shall be located within the State of ________, Federal Republic of Nigeria, or at such other place as the Board of Trustees may from time to time determine, subject to notification to the Corporate Affairs Commission.

1.3 Aims and Objectives of the Association

The aims and objectives for which the Association is established are as follows:

________

1.4 Legal Status, Income and Property of the Association

Upon incorporation by the Corporate Affairs Commission pursuant to Section 823 of the Act, the Trustees shall become a body corporate by the name described in the Certificate of Incorporation, with perpetual succession and a common seal, and with power to sue and be sued, and to hold, acquire and transfer movable and immovable property in the corporate name.

By virtue of Section 830 of the Act, the Certificate of Incorporation shall vest in the body of Trustees all property and interests of whatever nature belonging to or held by any person in trust for the Association.

The income and property of the Association shall be applied solely towards the promotion of the objects of the Association as set out in this Constitution, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Association.

ARTICLE TWO: MEMBERSHIP OF THE ASSOCIATION

2.1 Admission and Application to Membership

Any person who wishes to become a member of the Association shall sign and lodge with the Association a written application for membership in such form as the Board of Trustees may prescribe, and shall pay such admission or membership fee as may be determined from time to time.

The Board of Trustees may, at their discretion, refuse to admit any person to membership where they have reasonable grounds to believe that such person, if admitted, might act in a manner which would damage the reputation of the Association, undermine the efficiency of its operations and/or disrupt the proper conduct of its meetings.

The Board of Trustees shall consider each application for membership at a meeting of the Board of Trustees and shall, within a reasonable time thereafter, notify the applicant of their decision.

Membership is personal to the member and shall not be transferable to any other person.

2.2 Register of Members

The Trustees shall maintain a register of members setting out the full name and address of each member, the date on which each member was admitted, and the date on which any person ceased to be a member.

2.3 Voluntary Withdrawal

Any member who wishes to withdraw from membership shall sign and lodge a written notice of withdrawal to be served on the Association, and thereupon the name of such member shall be removed from the register of members.

2.4 Termination of Membership

Membership shall cease upon the occurrence of any of the following:

(a) the death of the member;

(b) the voluntary withdrawal of the member from the Association;

(c) the expulsion or removal of the member in accordance with the provisions of this Constitution.

ARTICLE THREE: TRUSTEES OF THE ASSOCIATION

3.1 Trustees of the Association

The affairs of the Association shall be managed by a Board of Trustees comprising not fewer than two (2) and not more than ________ Trustees, being persons not disqualified under Section 826 of the Act. Each Trustee shall pay the sum of \u20a6________ (________) as annual dues for each year of service on the Board of Trustees.

3.2 Election and Tenure of Trustees

The Trustees of the Association shall be elected by a simple majority vote at a General Meeting of the Association. A Trustee shall hold office for a term of ________ and shall be eligible for re-election, unless the Trustee sooner ceases to be a Trustee in accordance with this Constitution.

3.3 Role of Trustees

The Trustees may, from time to time, by power of attorney appoint any firm, person or body of persons to be the attorney or attorneys of the Association for such purposes and with such powers, authorities and discretions as may be vested in them.

A Trustee may hold any other office or place of profit under the Association (other than the office of auditor) in conjunction with the office of Trustee, for such period and on such terms as the Board of Trustees may determine.

3.4 Powers of the Trustees

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed, drawn, accepted or endorsed in such manner as the Trustees may from time to time determine by resolution.

3.5 Replacement and Appointment of Additional Trustees

The replacement or election of additional Trustees shall be effected at a General Meeting in the following manner:

________

Every appointment, removal, death, resignation or change in the Trustees shall be notified to the Corporate Affairs Commission in accordance with Section 829 of the Act.

3.6 Removal and Cessation of Trustees

A Trustee shall cease to hold office if the Trustee:

(I) resigns from office by written notice;

(II) is replaced in accordance with paragraph 3.5 of this Article;

(III) is adjudged or declared bankrupt or insolvent;

(IV) becomes of unsound mind or otherwise incapable of managing his or her affairs;

(V) is convicted of a criminal offence involving fraud or dishonesty by a court of competent jurisdiction;

(VI) is removed by the Governing Body and the Board of Trustees in accordance with the provisions of this Constitution;

(VII) ceases to be a member of the registered Trustees of the Association.

Notwithstanding the foregoing, a Trustee may, at a General Meeting, be removed from office in the following manner:

________

Upon a vacancy occurring in the number of Trustees, a General Meeting shall be convened to appoint another eligible member to the Board of Trustees, and such change shall be filed with the Corporate Affairs Commission.

ARTICLE FOUR: OFFICERS OF THE ASSOCIATION

4.1 Officers of the Association

The officers of the Association shall be responsible for running and managing the day-to-day affairs of the Association and shall exercise such powers as are not inconsistent with this Constitution. Subject to the provisions of this Constitution, the Association shall have the following officers: one (1) Chairman, one (1) Deputy Chairperson, one (1) Treasurer and one (1) Secretary.

4.2 Roles of Officers

The officers of the Association shall have the following roles:

- Chairman of the Board of Trustees

The Chairman shall lead the Board of Trustees in accordance with best practices for the Association, shall engage in the management and direction of the Association, shall preside over all meetings of the Association, and shall execute contracts, instruments and documents on behalf of the Association. The Chairman shall serve for a term of: ________.

- Deputy Chairperson

The Deputy Chairperson shall provide support to the Chairman and shall perform the duties of the Chairman in the Chairman's absence. The Deputy Chairperson shall serve for a term of: ________.

- Treasurer

The Treasurer shall oversee the financial operations of the Association, including preparing or supervising the preparation of the financial statements and preparing and presenting the Association's budget to the Board of Trustees. The Treasurer shall serve for a term of: ________.

- Secretary

The Secretary shall be appointed by the Board of Trustees for such term, on such remuneration and upon such conditions as they may think fit. The duties and responsibilities of the Secretary include, but are not limited to, the following:

(I) assisting the Chairman in determining the annual Board plan and in the administration of strategic issues at Board level;

(II) providing the Board and Trustees individually with guidance as to how their responsibilities should properly be discharged in the best interest of the Association;

(III) issuing and circulating notices of meetings;

(IV) compiling Board papers and ensuring that the Board's discussions and decisions are clearly and properly recorded and communicated to the relevant persons;

(V) serving as the central source of guidance and advice to the Board and the Association on matters of ethics, conflicts of interest and good corporate governance;

(VI) ensuring the filing of annual returns and all statutory documents with the Corporate Affairs Commission as required under the Act.

4.3 Election of Officers

The officers of the Association shall be elected at a General Meeting by a simple majority vote of the members of the Board of Trustees. Such appointment shall be made in the following manner:

________

4.4 Remuneration

Each officer of the Association may be entitled to such reasonable remuneration as the Board of Trustees may determine in good faith for services rendered to the Association, and to the reimbursement of all reasonable expenses, subject always to the Special Clause in Article Fifteen of this Constitution.

4.5 Vacancies and Removal

The Board of Trustees shall have power to remove and replace an officer of the Association upon the occurrence of any of the following:

________

Such officer may be removed by the Trustees at a General Meeting in the following manner:

________

ARTICLE FIVE: MEETINGS OF THE ASSOCIATION

5.1 Annual General Meetings

For the effective administration of the Association, the Association shall hold an Annual General Meeting in each year. The meeting shall take place at such time and place as the Trustees of the Association may specify. The business to be transacted at the Annual General Meeting shall include:

________

5.2 Special Meetings

Notwithstanding the provisions of this Constitution, a special meeting may be convened by any of the following:

- the Chairman of the Association;

- any member of the Board of Trustees;

- the President of the Governing Body;

- ________

5.3 Notice of Meeting

Before any meeting is held, a notice of meeting shall be issued to the members of the Board of Trustees and all parties entitled to receive notice of and attend such meeting. For all meetings of the Association, a ________ notice shall be issued to all parties entitled to receive notice, provided that a shorter notice may be given upon the agreement of a majority of the members of the Board of Trustees.

The notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted thereat. No business shall be transacted at the meeting except notice of it has been duly given. An accidental error in a notice as to the date, place, time or general nature of the meeting shall not invalidate the meeting unless the officer responsible for the error acted in bad faith.

5.4 Quorum

No business shall be transacted at any General Meeting unless a quorum of ________ members entitled to vote is present at the time the meeting proceeds to business. If a quorum is not formed within a reasonable time, the meeting shall be adjourned, and no business shall be transacted unless a quorum is present at the adjourned meeting.

5.5 Voting

At any General Meeting, a resolution put to the meeting shall be decided by a show of hands, and every member present in person or by proxy shall have one vote. Any corporation which is a member of the Association may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Association, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as that corporation could exercise if it were an individual member.

A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of the Board of Trustees shall be as valid and effectual as if it had been passed at a meeting of the Board of Trustees duly convened and held.

5.6 Proxies

The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be deposited at the registered office or head office of the Association not less than ________ before the time appointed for holding the meeting.

Any corporation which is a member of the Association may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Association, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation as that corporation could exercise if it were an individual member of the Association.

ARTICLE SIX: COMMITTEES OF THE ASSOCIATION

The Trustees of the Association may appoint committees and designate to them such powers and duties as they see fit.

6.1 Committees

The Association shall set up the following committee(s):

________

6.2 Functions and Duties of the Committees

________ shall perform the following functions and duties:

________

6.3 Meetings of the Committees

The committees may, from time to time, organise and hold meetings which shall be presided over by the Chairman of the Board of Trustees or such other person as the committee may appoint. Notice of meetings shall be given to all members of the committee, stating the time, place, venue and agenda of the meeting.

No business shall be transacted at any committee meeting unless a quorum is present at the time the meeting proceeds to business. A quorum shall be a minimum of ________ members of the committee. If a quorum is not formed, the meeting shall be adjourned, and no business shall be transacted unless a quorum is present at the adjourned meeting.

At any committee meeting, a resolution put to the meeting shall be decided by a show of hands, and every member present in person or by proxy shall have one vote.

ARTICLE SEVEN: GOVERNING BODY

7.1 Members of the Governing Body

The Association shall have a Governing Body which shall consist of ________ members. The members of the Governing Body are as follows:

________

7.2 Role of the Governing Body

The Governing Body shall act as a supervisory body responsible for overseeing the activities of the Association, and shall perform such administrative and management functions as it considers necessary for the attainment of the objects of the Association, consistent with this Constitution and the Act.

ARTICLE EIGHT: SOURCES OF INCOME AND DISBURSEMENT OF FUNDS

8.1 Sources of Income

The income and funds of the Association shall be derived from the following sources:

________

8.2 Application of Funds

The income and funds of the Association shall be applied solely towards the promotion of the aims and objectives of the Association as set out in this Constitution, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Association.

ARTICLE NINE: COMMON SEAL AND INSTRUMENTS

9.1 Common Seal

The Association shall have a common seal which shall be kept in the custody of the Secretary, who shall produce it when required for use by the Trustees. The use of the common seal shall be authorised by a resolution of the Board of Trustees.

9.2 Instruments

All instruments, contracts and documents executed by and on behalf of the Association shall be executed by the Chairman of the Board of Trustees and the Secretary, or by any other Trustee specifically designated to execute such instrument by a resolution of the Board of Trustees, and shall, where required, be sealed with the common seal.

ARTICLE TEN: ACCOUNTS

10.1 Accounting Year

The financial year of the Association shall end on ________ in each year.

10.2 Accounts

The Association shall keep accurate records of all income and expenditure of the Association. The Trustees shall cause proper books of account to be kept with respect to:

(I) all sums of money received and expended by the Association and the matters in respect of which such receipt and expenditure take place;

(II) all sales and purchases of the Association; and

(III) the assets and liabilities of the Association.

The books of account shall be kept at the registered office of the Association or at such other place as the Trustees think fit, and shall at all reasonable times be open to inspection by the Trustees. The Trustees shall, from time to time, cause to be prepared and laid before the Association in General Meeting such income and expenditure accounts, balance sheets and reports as may be required.

The following person(s) shall be signatories to the account(s) of the Association:

________

ARTICLE ELEVEN: APPOINTMENT OF AUDITORS

The General Meeting shall appoint independent, qualified and licensed auditors to audit the financial records of the Association annually and to submit an audited report to the Annual General Meeting of the Association.

The audited financial statements (balance sheet and income and expenditure account) duly certified by the independent auditors shall be annexed to the annual returns and filed with the Corporate Affairs Commission in accordance with the Act.

ARTICLE TWELVE: ANNUAL RETURNS AND STATUTORY COMPLIANCE

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The Association shall comply with all applicable laws, including the Nigeria Data Protection Act, 2023, in respect of the processing of the personal data of its members and officers, and shall comply with all relevant requirements relating to taxation and registration with the relevant authorities.

ARTICLE THIRTEEN: DISSOLUTION

13.1 Dissolution Procedure

The Association may be dissolved at a General Meeting by a resolution passed by a majority of not less than ________ of the members present and voting, and upon obtaining the approval of the Corporate Affairs Commission in accordance with the Act.

The dissolution of the Association shall be carried out in the following manner:

________

13.2 Liabilities

Upon the dissolution of the Association, all the debts, liabilities and obligations of the Association shall be settled and discharged out of the assets and funds of the Association before any distribution of the remaining assets is made. In the event that the assets of the Association are insufficient to settle its debts and liabilities, the members shall not be personally liable for such debts and liabilities beyond their respective contributions to the Association.

13.3 Distribution of Assets

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Such institution or institutions shall be determined by the members of the Association at or before the time of dissolution, subject to the approval of the Corporate Affairs Commission. In default of such determination, the remaining property shall be transferred to such charitable object as may be directed by a court of competent jurisdiction.

No member of the Association shall receive any part of the property or assets of the Association upon its dissolution by way of profit. All books, records and documents of the Association shall be preserved and dealt with in accordance with the directions of the Corporate Affairs Commission.

The dissolution of the Association shall not take effect until the same has been registered and approved by the Corporate Affairs Commission in accordance with the provisions of the Companies and Allied Matters Act, 2020.

ARTICLE FOURTEEN: AMENDMENT OF THE CONSTITUTION

This Constitution may be altered or amended at a General Meeting by a resolution passed by a majority of not less than ________ of the members present and voting, and shall not take effect until approved and registered by the Corporate Affairs Commission in accordance with the Act.

ARTICLE FIFTEEN: SPECIAL CLAUSE

The income and property of the Association shall be applied solely towards the promotion of the objects of the Association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Association; PROVIDED that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Association in return for services actually rendered to the Association, and that:

a. with the exception of ex-officio members of the Governing Body, no member of the Governing Body or Board of Trustees shall be appointed to any salaried office of the Association or any office of the Association paid by fees; and

b. no remuneration or other benefit in money or money's worth shall be given by the Association to any member of the Governing Body or Board of Trustees, except repayment of out-of-pocket expenses, or reasonable and proper rent for premises demised or let to the Association, or reasonable fees for services rendered.

DATED this ________ day of ________, 20________.

___________________________
________
Chairman, Board of Trustees
Telephone: ________

___________________________
________
Secretary
Telephone: ________

WITNESS
___________________________
Name: ________
Address: ________
Occupation: ________