Constitution of Incorporated Trustees - Template Form
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TABLE OF CONTENTS
ARTICLE ONE: ESTABLISHMENT
1.1 Name of the Association
1.2 Address of the Association
1.3 Aim and Objectives of the Association
1.4 Income and Property of the Association
ARTICLE TWO: MEMBERSHIP OF THE ASSOCIATION
2.1 Admission and Application to Membership
2.2 Registration 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 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 Compensation
4.5 Vacancies and Removal
ARTICLE FIVE: MEETING 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 Meeting 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: DISSOLUTION
12.1 Dissolution Procedure
12.2 Liabilities
12.3 Distribution of Assets
ARTICLE THIRTEEN: AMENDMENT OF CONSTITUTION
ARTICLE FOURTEEN: SPECIAL CLAUSE
CONSTITUTION OF ________
PREAMBLE
We, the members of ________ (the "Association"), a non-profit and non-political Association do firmly and solemnly provide for ourselves a constitution and to be governed by the provisions herein contained.
ARTICLE ONE: ESTABLISHMENT
1.1 The name of the Association shall be '________'.
1.2 Address of the Association
The address of the Association shall be as follows:
________
1.3 Aims and Objectives of the Association
The aims and objectives of the Association are as follows:
________
1.4 Income and Property of the Association
The Association shall have the right to own, acquire, posses, assign, or otherwise dispose of any property in its own corporate name. The certificate of incorporation shall vest in the Association all property and interests of any nature belonging to or held by any person in trust for the Association.
The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of its property or income shall be transferred directly or indirectly to any person or body by way of dividends, bonus or otherwise as 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 shall sign and lodge with the Association, a written application for membership.
The Trustees may at their discretion refuse to admit any person to membership where they have reasonable grounds to believe that if admitted to membership, such a person 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 Trustees shall consider each application for membership at the meeting of the Board of Trustees and shall within a reasonable time after the meeting, notify the applicant of their decision on the application.
A member may not transfer its membership to another.
2.2 Registration of Members
The Trustees shall maintain a register of members, setting out the full name and address of each member, the date on which such member was admitted and the date on which such a 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 the to be served on the Company and thereupon, the name of such member shall be removed from the register of members.
2.4 Termination of Membership
Membership shall cease if any of the following occurs:
(a) if the member dies;
(b) if the member voluntary withdraws from the Association;
(c) if the member is expelled or removed in accordance with the provisions of this Constitution.
ARTICLE THREE: TRUSTEES OF THE ASSOCIATION
3.1 The Trustees of the Association
The affairs of the Association shall be managed by a Board of Trustees, which shall be made up of trustees as may be determined from time to time. All Trustees are required to pay the sum of ₦________ (________) as annual dues for the year they remain members of the Board of Trustees.
3.2 Election and Tenure of Trustees
The Trustees of the Association shall be elected by a majority vote at a General Meeting. A trustee may hold office except the trustee ceases to be a trustee of the Association.
3.3 Role of Trustees
The Trustees may from time to time by power of attorney appoint any firm or person or body of persons to be the attorney or attorneys of the Association for such purposes and such powers, authorities and discretion vested in them.
A Trustee may hold any other office or place of profit under the Association (other than the office of the auditor) in conjunction with his office as 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 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 the election of additional trustees shall be done at a General Meeting in the following manner:
________
3.6 Removal of Trustees
A Trustee shall cease to hold office if the Trustee:
(I) resigns from office;
(II) is replaced in accordance with paragraph 3.5 of this Article;
(III) is officially declared a bankrupt;
(IV) becomes a person of unsound mind;
(V) is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction;
(VI) has been removed by the Governing Body and the Board of Trustees in accordance with the provision of this Constitution;
(VI) ceases to be a member of the registered Trustees of the Association.
Notwithstanding the above, a trustee may, at the General Meeting be removed from office in the following manner:
________
Upon a vacancy occurring in the number of Trustees, a general meeting will be held to appoint another eligible member of the Board of Trustees.
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 affairs of the Association and shall may exercise such powers that are not inconsistent to these regulations and the provisions of this Constitution. Subject to the provisions of this Constitution, the Association shall have the following officers: 1 Chairman, 1 deputy chairperson, 1 Treasurer, and 1 Secretary.
4.2 Roles of Officers
The officers of the Association shall have the following roles:
- The Chairman of the Board of Trustees
The Chairman of the Board of Trustees is responsible in leading the Board of Trustees in the best practices for the Association. The chairman shall engage in the management and Association of the Association and shall preside over all meetings of the Association and shall execute contracts, instruments and documents on behalf of the Association. The chairman shall serve the Association for a term of: ________.
- Deputy Chairperson
The Deputy Chairperson shall provide support for the Chairman of the Board of Trustees and performs the duties of the Chairman in the Chairman's absence. The deputy shall serve the Association for a term of: ________.
- Treasurer
The treasurer oversees the financial operations of the Association. The duties of the Treasurer include preparing or supervising the preparation of the financial statements of the Association and preparing and presenting the Association's budget to the Board of Trustees. The treasurer shall serve the Association for a term of: ________.
- Secretary
The secretary shall be appointed by the Board of Trustees for such term and such remuneration and upon such condition as they may think fit. The duties and responsibilities of the secretary includes but not limited to the following:
(I) assisting the Chairman to determine the annual Board plan and with the administration of other strategic issues at Board level;
(II) providing the Board and trustees individually, with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the Association;
(III) issuing and circulating notice of meetings;
(IV) compilation of Board papers and ensuring that the Board's discussion and decisions are clearly and properly recorded and communicated to the relevant persons;
(V) provision of central source of guidance and advice to the Board and the Association on matters of ethics, conflicts of interest and good corporate governance.
4.3 Election of Officers
The officers of the Association shall be elected in a general meeting by the a simple majority vote of the members of the Board of Trustees. Such appointment shall be done in the following manner:
________
4.4 Compensation
Each officer of the Association shall be entitled to reasonable remuneration. The officers shall also be entitled to the reimbursement of all reasonable expenses.
4.5 Vacancies and Removal
The Board of Trustees shall have the power to remove and replace an officer of the Association if any of the following occurs:
________
Such officer may be removed by the trustees in a general meeting in the following manner:
________
ARTICLE FIVE: MEETING OF THE ASSOCIATION
5.1 Annual General Meetings
For effective administration of the Association, the Association shall have an annual general meeting every year. The meeting shall take place at a time and place specified by the Trustees of the Association. The purpose of such annual general meeting shall be to transact the following business:
________
5.2 Special Meetings
Notwithstanding the provisions of this Constitution, a special meeting may be called 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 a meeting is organized a notice of meeting shall be issued to the members of the Board of Trustees and all parties entitled to receive notice and attend such meeting. For all meetings of the Association, a ________ notice shall be issued to all parties entitled to receive notice and attend such meeting, provided always that a shorter notice may be given upon the agreement of the majority of the members of the Board of Trustees.
The notice shall specify the place, date and time of the meeting, the general nature of the business to be transacted at the meeting. No business shall be transacted at the meeting except notice of it has been given. An error in a notice with respect to the date, place, time and the general nature of the meeting shall not invalidate the meeting except 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 present and having the right to vote at a general meeting are present at any time when the meeting proceeds to business. If the quorum is not formed, the meeting shall be adjourned, and no business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business.
5.5 Voting
A resolution in writing signed by all the trustees entitled to receive notice of a meeting of the Board of Trustees, shall be 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 that power or authority shall be deposited at the registered office or head office of the Association.
ARTICLE SIX: COMMITTEES OF THE ASSOCIATION
The Trustees may appoint committees and designate such powers and duties as they see The Trustees of the Association may appoint committees and designate such powers and duties as they see fit
6.1 Committees
The Association shall set up 1 (one) committee which are as follows:
6.2 Functions and Duties of the Committees
________ shall perform the following functions and duties:
________
6.3 Meeting of the Committees
The committees may from time to time organize and hold committee meetings which shall be presided by the chairman of the Board of Trustees. Notice of meeting shall be given to all members of the committee. Such notice shall state the time, place and venue of the meeting and the agenda of the meeting.
No business shall be transacted at any committee meeting unless a quorum of members is present at any time when the meeting proceeds to business. A quorum shall be a minimum of ________ members of the committee. If the quorum is not formed, the meeting shall be adjourned and no business shall be transacted at any general meeting unless a quorum of members is present at any time when the meeting proceeds to business.
At any committee meeting, a resolution put to the whole meeting shall be by show of hands and every member in present in person or by a 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, with the responsibility of supervising the activities of the Association. They shall perform such administrative and management functions as they see fit.
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.
All documents, contracts and instruments executed by and on behalf of the Association shall be signed and sealed with the common seal.
9.2 Instruments
All instruments, contracts and documents shall be executed by the Chairman of the Board of Trustees and the Secretary or any other trustee that is specifically designated to execute such instrument by a resolution of the Board of Trustees.
ARTICLE TEN: ACCOUNTS
10.1 Accounting Year
The financial year of the Association shall be ________ every year.
10.2 Accounts
The Association shall ensure the accurate record of all income and expenditure of the Association.
The Trustees shall cause proper books of accounts to be kept:
(I) all sums of money received and expended by the Association;
(II) all sales and purchases of the Association; and
(III) the assets and liabilities of the Association.
The books of accounts shall be kept at the registered office of the Association or at such other place as the trustees think fit, and shall always be open to inspection. The Trustees shall from time to time cause to be prepared and to be laid before the Association in general meeting, such profits and loss accounts, balance sheets, group accounts (if any) and reports.
The following person(s) shall be signatory to the account:
________
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 submit an audited report to the Annual General Meeting of the Association.
The audited financial statements (balance sheets and income and expenditure account) duly certified by independent auditors, shall be annexed to the annual returns and filed with the Corporate Affairs Commission.
ARTICLE TWELVE: DISSOLUTION
12.1 Dissolution Procedure
The Association may be dissolved at a General Meeting by a resolution passed by a majority of the members and upon the approval of the Corporate Affairs Commission.
The dissolution of the Association shall be carried out in the following manner:
________
12.2 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.
12.3 Distribution of Assets
If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association.
Such remaining property shall instead be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under this Constitution.
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.
ARTICLE THIRTEEN: AMENDMENT OF THE CONSTITUTION
The Constitution may be altered or amended at a General Meeting by the resolution passed by: a majority vote of the members and upon the approval of the Corporate Affairs Commission.
ARTICLE FOURTEEN: SPECIAL CLAUSE
The income and property of the Association shall be applied solely towards the promotion of the objectives of the Association and no portion of it shall be transferred directly or indirectly by way of dividends, bonus or by way of profit, to the members of the Association. PROVIDED that nothing shall prevent the payment in good faith or reasonable or proper remuneration of any officer of the Association in return for the service rendered to the Association:
a. with the exception of ex-officio members of the Governing Body, no member of the Council of Management of Governing Body 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 body to any member of such Council or Governing Body 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
________
___________________________
________
Secretary
________
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