PESCUNNA DRAFT CONSTITUTION AND BY-LAWS.....Please Review

PESCUNNA

CONSTITUTION AND BY-LAWS

CONSTITUTION

 The name of the Association is the “ Federal Government College Warri Pendo, School, Unity House and National House set of 1990 Association” hereinafter known as ‘PESCUNNA’

IN the constitution and all by-laws of the Association the singular shall include the plural and the plural the singular; the word “person” shall include corporations and societies and the masculine shall include the feminine. Wherever reference is made to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment of said statue or section, as the case may be.

ARTICLE 1: PREAMBLE

We, members of the above named Association, a non-profit and non-political Association do provide for ourselves a constitution and hereby resolve to be governed by the provisions herein contained.

ARTICLE 2: ADDRESS

The registered office address shall …………………………………………………………..

ARTICLE 3: The purposes of the Association are:

 (a) To provide financial assistance and support to Federal Government College Warri and its students through, for example, the granting of scholarships and bursaries, supporting the academic, fine arts, athletic and vocational activities of Federal Government College Warri and its students and making gifts and grants to Federal Government College Warri specifically for the benefit and use of the School and its students; 

(b) To undertake and support projects that enhance and preserve to Federal Government College Warri as a leading academic institution and that enhance the role of Federal Government College Warri in the community.

(c) Providing support to the Federal Government College Warri Alumni and students; and any other charitable endeavour which the Association deems worthy.

 (d) To support and undertake class and school reunions and other similar events celebrating the school, its students and its alumni; 

 (e) To communicate with Federal Government College Warri Alumni for the purposes of keeping them informed about the current activities of the school and providing a means for them to communicate with each other; and 

(f) To collect monies by way of fees, donations, fund-raising activities or otherwise and to accept gifts, legacies, devises and bequests and to hold, invest, expend or deal with these funds to further the purposes of the Association.  

(g) To do all such other lawful things as may be considered to be incidental or conducive to the attainment of the above objects or any of them.

3. The operations of the Association are to be carried on chiefly but not limited to the Federal Republic of Nigeria

4. The activities of the Association shall be carried on without purpose of gain for any member and any profits or other accretions to the Association shall be used in promoting its objects.

ARTICLE 4: TRUSTEES

(A) Except for the founding Trustees of the association who are hereby granted a 4 year term on the coming into force of this constitution subject to Article  4 (5); the Trustees of PESCUNNA for the purpose of the Companies and Allied Matters Act, Part C shall be elected at a General Meeting by two-third majority votes of members present.

(B) Such Trustees (hereinafter referred to as “The Trustees’’) shall not be less than 5 and not more than 10 in number.

(c)  Incorporated Trustees:

(1) The Trustees of PESCUNNA for the purpose of the Companies and Allied Matters Act, 1990, Part C shall be appointed by two-third majority votes of the members present at a general meeting charged with the responsibility of selecting the Trustees, at which a quorum constituted by half of the members of the Association is present.

(2). Such Trustees shall be Five in number and shall be Known as “The Incorporated Trustees of PESCUNNA” (hereinafter referred to as “The Trustees”). 

(3). The Powers of the Trustees shall include:

(a). membership of the Executive Committee of the Association

(b). suing for and defending the Association in its corporate name in court actions concerning the Association.

(c) Signing legal documents and contracts in the name and for the Association.

(d). holding and acquiring and transferring, assigning or otherwise disposing of in trust for the members of the Association, any property or interest therein belonging to the Association or held for the benefit of the Association.

(e).applying to the Corporate Affairs Commission for alteration of Association’s name or objects or for the approval of the replacement of, or appointment of additional trustees.

(f). causing to be submitted to the Corporate Affairs Commission, the statutory annual returns not earlier than 30th June or later than 31st December of each year.

 (4). A member of the Association shall be qualified to be appointed a trustee of the Association if he is not:

(a). an infant

(b). a non-Nigerian citizen (c). a person of unsound mind

(d). an undischarged bankrupt and,

(e). a convict in respect of economic or financial crime or an offence involving fraud or dishonesty within five years of his proposed appointment.

(5)  Trustee may hold office for life or for 4 years but shall cease to hold office if he:

I. resigns his office

ii. becomes insane.

iii. is officially declared bankrupt.

iv. Is convicted of a criminal offence involving dishonesty by a Court of competent jurisdiction.

v. is removed by a resolution of 2/3 majority votes of members at the General Meeting of the Association.

vi. Ceases to reside in Nigeria.

(6) Upon a vacancy occurring in the number of Trustees a General Meeting shall be held to appoint another eligible member of the Association.

  

ARTICLE 5: MEMBERSHIP AND VOTING PRIVILEGES

 1. To be a member a person must be or must have been a graduate of the Federal Government College Warri ‘1990’ set.

2. There shall be three classes of membership in the Association, namely: honourary membership, and ordinary membership: 

(a) Notwithstanding the restrictions of Clause 2, the executive committee, by unanimous vote, may confer an honourary membership on a person deemed to merit such an honour through service to Federal Government College Warri or the Association.

(b) A honourary member of the Association shall not pay dues and levies but shall enjoy the privileges and rights of full membership except  the right to vote.

(c) Every ordinary member shall have the right to participate fully in the affairs of the Association and enjoy all other rights and privileges of membership including the right to vote and be voted for as long as he/it has paid its dues and levies.

(d)  Ordinary members shall be entitled to one (1) vote per member at all meetings of members of the Association.

3. A membership fee or fees may be fixed by resolution of the Executive Committee.

CONDITIONS UNDER WHICH MEMBERSHIP CEASES 

(a). Any member who desires to withdraw membership from the Association may notify the Board of Trustees, in writing, to that effect and on receipt by the Executive Secretary of such notice the member shall cease to be a member. 

(b) Any member who resigns or withdraws from the Association shall forthwith forfeit all right, claim and interest arising from or associated with the Association.

(c)  After a written reminder has been received by him/it at his/its known address, he/it fails or neglects to pay his/its annual dues and outstanding levies before 31st December of any year.

(d). He/it is found guilty by a court of law of offences involving fraud, corruption, dishonesty or breach of trust and where applicable, has not successfully appealed against the conviction.

(e). In the event of dissolution or winding-up of the Association all remaining assets, after payment of liabilities, shall be distributed to one or more recognized charitable organizations promoting the objects of the Association. 

(f)  The provisions of paragraphs b, d and e are unalterable by BYLAWS

ARTICLE 6: COMMON SEAL

(A) The Trustees shall have a Common seal.

(B) Such Common seal shall be kept in the custody of the Executive Secretary who shall produce it when required for use by the Trustees.

(C) All documents to be executed by the Trustees shall be signed by the Chairman and Secretary and sealed with the Common seal.

ARTICLE 7:  MEETINGS 

7.1 For effective administration of the Association there shall be the following meetings:

 (a) Annual General Meeting

 (b) General Meetings

 (c) Special Meetings

7.2 Except for the purposes outlined in Article 4 (A) & (C);  the quorum for such meetings shall be formed by the presence, in person, of at least one tenths of all Members in good standing and present in person, exclusive of honourary members, at the Annual General Meeting or any General or Special meeting of the Association.

7.3. The Annual General Meeting of the Association shall be held in accordance with the laws of the Federal Republic of Nigeria

7.4. General and special meetings of the Association shall be held at such times and places as shall be determined from time to time by the Executive committee of the Association.

  

ARTICLE 8: OFFICERS AND EXECUTIVE COMMITTEE

 (a) The affairs of the Association shall be managed by an executive committee who may exercise all such powers and do all such acts and things as may be exercised or done by the Association. The executive committee shall consist of the following officers as well as the board of trustees:

 i). The Chairman

 (ii). The Vice Chairman

 (iii). The Executive Secretary

(iv). The Treasurer

 (v). The Welfare Officer

(vi). The Publicity Secretary

(b). The Executive Committee of the Association shall be made up of the above officers and the trustees, and the Committee shall exercise powers vested in it including unseating an executive member; and suspending or expelling any member found guilty of activities inimical to the attainment of the aims and objects of the Association.

 (c) a Simple majority of the members of the Executive Committee shall form its quorum for the transaction of business and a resolution shall be reached by two-third majority votes of the executive committee members.

 (d). Nothing in this constitution shall prevent the Chairman from constituting an Ad Hoc Committee to investigate any special matter or issue of important concern to the Association and report to the Executive Committee, but the Ad Hoc Committee shall cease to function as soon as it has submitted its final Report to the Executive Committee.

(e). Election/Removal of Officers

(i). With the exception of the offices of the Auditor and Legal Adviser, every office is elective.

(ii) The qualifications of an executive officer shall be coincident with his qualification for membership in the Association. An executive officer shall cease to hold office at the time he ceases to be a member of the Association.  

(iii)  Elections shall hold at the annual general meeting of the Association in the second anniversary of the first election of the officers and shall be by secret ballot based on simple majority, after all reports shall have been read and debated.

(iv)  Vacancies on the Executive Committee , however caused, may so long as a quorum of members  remain in office, be filled by the members  from among the qualified members of the Association.

(f). The Executive committee may hold its meetings at a time, place and manner to be determined and notice  of such meetings shall be delivered not less than one day before the meeting is to take place. 

(g). Questions arising at any meeting of the executive committee shall be decided by a majority vote. In case of an equality of votes the Chairman, in addition to his original vote, shall have a second casting vote. 

(h). A resolution in writing signed by all the Executive officers personally shall be valid and effectual as if it had been passed at a meeting of the executive committee duly called and constituted.

(i). The members of the executive committee shall receive no remuneration for acting as such.

(j). The duties of all officers of the Association shall be such as the terms of the constitution and bylaws ascribe to them or that the executive committee may require of them from time to time.

(k). Any member of the executive committee may be removed following

(k) Nothing in this constitution or its bylaws shall prevent the founding executive committee from completing an initial two year term despite provisions of Article 8 (d) but subject to the general provisions of Article 8 (d) (ii).

(l): Duties of Officers

 (1). The Chairman shall:

(a). preside over the Executive Committee Meetings, Monthly or Quarterly General Meetings, and Emergency Meetings and his absence, the Vice Chairman shall deputized for him.

(b). ensure proper conduct of the business of the Association in line with and uphold the provision of this Constitution.

(c). supervise the general activities of the Association.

(d). provide visionary and exemplary leadership for the Association.

(e). work for the attainment of the aims and objects of the Association.

(f). be a co-signatory to the account of the Association.

 (2). The Vice Chairman shall:

(a). assist the Chairman in performing his duties

(b). carry out any other duty assigned to him by the Chairman that will lead to the attainment of the aims and objects of the Association

(c). deputize for and carry out duties of the Chairman at any of the meetings when the Chairman is absent

(3). Where both the Chairman and the Vice Chairman are absent from any meeting, provided there is a quorum, the members of the executive committee present may appoint one of themselves to preside over the meeting.

 (4). The Executive Secretary shall:

(a). regularly consult with the Chairman on the running of the affairs of tne Association and on implementing its decisions

(b). administer the Association’s secretariat, take and keep minutes of the meetings of the Association and deal with correspondence concerning the Association.

(c). be the custodian of the Register of Members with their full particulars and the Common Seal of the Association

(d). do all other things this Constitution mandates him to do.

(e). prepare and submit the written annual reports of the activities of the Association.

 (5). The Treasurer shall:

(a). demand for, collect and receive all dues, fees, levels, donations and other money meant for the Association, issue acknowledgement receipts for same and cause same to be paid into the Association’s bank account(s) within 24 hours of its receipt.

(b). keep proper books of accounts of the income and expenditures of the Association and submit them with all relevant and supporting documents to the Association’s Auditor for auditing as and when required.

(c). keep the tellers and cheque books and rubber stamp of the Association and be a co-signatory to the Association’s bank account.

(d). make payments and disbursements for and on behalf of the Association as authorized by it.

(e). submit a full report and a fair and true account of the financial position of the Association to the Executive Committee and present it at the Association’s Annual General Meeting.

 (6). The Welfare officer shall:

(a). be in charge of the welfare of the members of the Association and shall if so called upon, look into any adversity or misfortune that a member may be going through and make recommendations to the Executive Committee where necessary, on the nature of assistance that the Association should render to any such member in need.

 (7). The Publicity Secretary shall:

 (a). publicize the activities and campaigns of the Association

(b). organize seminars and workshops for the propagation of the aims and objects of the Association.

(c). have close rapport with the media and pressmen

 (8). Tenure of Office:

Every officer of the Association shall office for a term of two years subject to re-election for another single consecutive term of two years.

 (9). The Auditor shall:

(a). be appointed by the Executive Committee to properly examine all the books of accounts of the Association kept by the Treasurer and shall prepare a Financial Report annually for the consideration of the Members at the General Meetings.

 (10).The Legal Adviser:

The Executive shall appoint on a retainer or case by case basis, a legal practitioner who has substantial experience as the Association’s Legal Adviser to advise the Association on legal matters relating to the aims and objects off the Association and to prosecute claims on behalf of or defend, the Association in law courts when any such needs arises.

 (i). The executive committee may from time to time appoint such officers and agents and authorize the employment of such other persons as they deem necessary to carry out the objects of the Association and such officers, agents and employees shall have such authority and shall perform such duties as from time to time may be prescribed by the executive committee.

 

ARTICLE 9: BORROWING POWERS 

For the purpose of carrying out the objects of the Association, the executive committee may borrow, or raise or secure the payment of money in such manner as they think fit.

 

ARTICLE 10: AUDITS OF ACCOUNTS

The executive committee may from time to time appoint an auditor or auditors to hold office for such period as the executive committee may determine.

ARTICLE 11: CUSTODY AND USE OF THE SEAL OF THE ASSOCIATION

 The executive committee may adopt the seal which shall be the common seal of the Association. The seal shall be in the custody of the Secretary or other such person as the executive committee shall appoint. The signing officers of the Association shall be any two of the following: the Chairman, Treasurer, executive secretary or any officer named by the executive committee. Where any document or instrument requires the use of the seal, the seal shall only be affixed to the documents by the Secretary on the authorization by resolution of the executive committee and in the presence of two of the Association’s signing officers authorized to do so by resolution of the executive committee.

ARTICLE 12:  ALTERATION OF BYLAWS 

The association may enact By-laws for effective day to day administration or management. The provisions of the By-law shall not be inconsistence with the provisions of this constitution and shall before it becomes operational be registered with the Commission.

The Registered Bye-law shall be effective and binding on all members and organs of the association.

The association may alter the provisions of this constitution or the by-law at a general meeting by a resolution passed by simple majority of its members and approved by the Commission.

 The by-laws of the Association shall not be altered, amended, added to or repealed except by an extraordinary resolution of the Association. For the purposes of the Association “extraordinary resolution” shall mean a resolution passed by a vote of 2/3 of the voting members in good standing present in person at a  general meeting of the Association or at a special meeting called for that purpose, where notice of the intention to propose the resolution has been given not less than thirty days prior to the date of the meeting.

ARTICLE 13: BOOKS AND RECORDS

 (i)  The executive committee shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.

(ii)The executive committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of the members not being executive officers or Trustees, and no member (not being an executive member or Trustee) shall have any right of inspecting any account or book or document of the Association except as conferred by law or authorized by the executive committee or resolution of the members.

ARTICLE 14: SPECIAL CLAUSE

THE INCOME AND PROPERTY OF PESCUNNA how so ever derived shall be applied solely towards the promotion of the objects of the Association as set forth 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 the members of the body.

2. PROVIDED that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration of an officer or servant of the body in return for any service actually rendered to the body or association provided that:

(a) with the exception of ex-officio members of the executive committee no member of the executive committee  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 executive committee except repayment of out of pocket expenses or reasonable and proper rent for premises demised, or let to the body or reasonable fees for services rendered.

3. If in the event of a winding up or dissolution of the body 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, but shall be given or transferred to some other institutions having objects similar to the objects of the body, such institutions to be determined by the members of the association at or before the time of dissolution.

4. If effect cannot be given to the aforesaid provisions, the remaining shall be transferred to some charitable objects.

NAME: ………………………………. SIGNATURE/DATE: …………………

 CHAIRMAN

NAME: ………….…………………… SIGNATURE/DATE: …………………

 SECRETARY

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