ngo constitution
TRANSCRIPT
THE
CONSTITUTION
OF
COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION
COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION
PREAMBLE
WE, THE TRUSTEES OF COMPASSIONATE LOVE OF CHRIST CARE
FOUNDATION, having resolved in obedience to the imperative mandatory
injunction of Christ Jesus, to engage in the propagation of the word of life and the
care of his people, AND having resolved upon COMPASSIONATE LOVE OF CHRIST
CARE FOUNDATION as the vehicle for the attainment of this set objective, DO
HEREBY make and adopt this constitution to spell out the ideals and objectives as
well as to regulate the affairs, activities and operations of COMPASSIONATE LOVE
OF CHRIST CARE FOUNDATION.
MISSION STATEMENT : “To provide benevolent services and improvements in the quality of life for: widows (Tagged: VIPS); Orphans and vulnerable children (OVC); hospital Patients, Women Exposed to rejection and violent treatment, and the less privileged in any capacity irrespective of race or creed”
ARTICLE 1: NAME
The FOUNDATION shall be known and called COMPASSIONATE LOVE OF
CHRIST CARE FOUNDATION, (herein after referred to as “the FOUNDATION”),
with the formal and official title of “THE REGISTERED TRUSTEES OF
COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION”
ARTICLE 2: AIMS AND OBJECTIVES
1. To provide needed support for widows and women that are exposed to
violent treatment
2. To particularly provide succour and support for widows who are childless,
maltreated
by late husband's relatives and assure them of a joyful end.
3. To locate and rehabilitate Orphans and Vulnerable children and provide for
their
education and vocation.
4. To encourage and provide support for physically challenged people through
vocational
training and rehabilitation.
5. To create job opportunities for the less privileged through contacts and
seminars.
6. To reach out to hospital patients in cash and kind, particularly HIV/AIDS
impact
mitigation.
7. To produce and publish relevant literature, memorabilia and memento for
enlightenment.
8. To support the aged in terms of provision of materials and healthcare/welfare
services.
9. To encourage social responsibility and embark on youth development/support
activities.
10. To establish education Trust Funds for supporting the education of less
fortunate indigent pupils/students in nursery, primary, secondary and tertiary
institutions.
11. To establish Medical Trust Funds for supporting the medical needs
(particularly surgery)
of less fortunate individuals(such as accident victims, war victims e.t.c).
12. To engage through relevant advocacies and conduct research into above
areas of
interest.
ARTICLE 3: ESTABLISHMENT OF BRANCH / SATELITE FOUNDATIONS
3.1 The FOUNDATION may open and run satellite / branch FOUNDATION in as
many locations, towns, cities and countries as the executive committee or
president may determine from time to time.
3.2 Each branch or satellite FOUNDATION shall be headed by a pastor or
such other Minister as the executive committee or president may decide
from time to time.
3.3 Each branch or satellite FOUNDATION leader or minister shall report
to, work under the direction of and be subject to the president in all matters
ARTICLE 4: OFFICES OF THE FOUNDATION
4.1 The following principal offices are hereby established for the FOUNDATION;
to wit :
I. President
II. Vice president
III. General Secretary
IV. Treasurer
V. Social Welfare
VI. Legal Adviser
VII. Internal Auditor.
4.2 The principal officers shall together constitute the EXECUTIVE
COMMITTEE of the FOUNDATION, which shall be responsible for the day to
day running of the affairs of the FOUNDATION.
4.3 The offices shall be filled by the trustees of the FOUNDATION as provided in
this constitution.
4.4 The trustees may from time to time, and in their absolute discretion,
change, re-name, add to or merge the offices of the FOUNDATION; and re-
define the port folios and schedule of duties and responsibilities for each
office.
ARTICLE 5: APPOINTMENT OF PRINCIPAL OFFICERS / OTHERS
1. Save for the founding President who shall hold office for a life time all
principal officers and other personnel of the FOUNDATION shall be
appointed by and shall hold office at the pleasure of the trustees.
2. A trustee may be appointed and may hold office as a principal officer
while remaining in the office of trustee of the FOUNDATION.
ARTICLE 6: DUTIES OF MEMBER OF THE EXECUTIVE COMMITTEE
Members of the executive shall perform the following functions jointly:
6.1 To formulate plans and strategies to achieve the aims and objectives of the
FOUNDATION.
6.2 To liaise with the appropriate persons and authorities to secure donations,
funds and materials for the programmes and purposes of the FOUNDATION,
6.3 To set up ad-hoc committees for specific purposes when the need arises.
6.4 To liaise and co-operate with other bodies, persons and /or associations for
purposes of achieving particular goals and objectives.
6.5 To prepare and report to the trustees quarterly statement of affairs of the
FOUNDATION; or such other period as the trustees may direct.
6.6 To prepare remuneration and welfare packages for the staff and other
personnel of the FOUNDATION for the approval of the trustees.
6.7 The Trustees may from time to time assign to the Executive Committee and
other duty that conforms to the promotion of the aims and objectives in the
FOUNDATION.
ARTICLE 7: DUTIES OF THE PRINCIPAL OFFICERS
7.1 THE PRESIDENT: The president shall;
(i) Be the chief executive officer of the FOUNDATION and shall from time
to time have and act in a supervisory role to the board of trustees and all
Principal officers of the FOUNDATION.
(ii) Subject to the proceedings of the trustees, preside over all meetings
except ad- hoc committee meetings.
(iii) Be the chief spokesman of the FOUNDATION.
(iv) Give a comprehensive report of the FOUNDATION’s activities at the
Annual General Meeting.
(v) Be a signatory to the FOUNDATION’s Bank’s Account(s).
(vi) Approve all expenses.
(vii) For the purpose of decision making the President may where the
situation demands veto the decision of the board of trustees.
7.2 VICE PRESIDENT: The vice president shall;
(i) Perform the duties of the president in his absence.
(ii) Assist the president in the discharge of his responsibilities.
(iii) Preside over all ad– hoc committees.
(iv) And perform such other duties as the president may assign to him.
7.3 GENERAL SECRETARY: The general secretary shall;
(i) Be the head of the administration and personnel division of the
FOUNDATION.
(ii) Convene meetings of the FOUNDATION after due consultation with
the president.
(iii) Determine and make requisition for the needs of the FOUNDATION’s
office space, furniture, vehicles, electronics, stores Etc.
(iv) Handle interview, recruitment appointment, promotion, discipline
of personnel and all staff welfare matters.
(v) Perform any other secretarial duties as may be directed by the
president.
(vi) Acquire and maintain the properties of the FOUNDATION, arrange
insurance, licenses, renewals etc.
(vii) Be a signatory to the FOUNDATION’s account(s); if the trustees so
direct.
7.4 INTERNAL AUDITOR: The internal Auditor shall:
(i) Ensure that proper accounting procedures are followed in the
recording of incomes, authorization of disbursement and actual
disbursement.
7.5 ACCOUNTANT: The accountant shall:
(i) Ensure that all monies of the FOUNDATION are deposited in its bank
accounts.
(ii) Be a signatory to the FOUNDATION’s accounts, if the trustees so
direct.
(iii) Disburse all monies duly approved by the president.
(iv) Secure all due approvals for disbursements, and submit payment
vouchers to the Internal Auditor for meeting.
7.6 SOCIAL / WELFARE SECRETARY: The social welfare secretary shall:
(i) Be responsible for ensuring the success of the social welfare and
publicity activities of the FOUNDATION.
(ii) Organize visitations to orphanages, Hospitals, prisons, refugee
camps, etc.
(iii) Be in charge of social functions, events or ceremonies approved by
the FOUNDATION.
(iv) Receive guest of the FOUNDATION and make arrangements (lodging,
feeding) as appropriate.
(v) Design quarterly social welfare activities programme for the
consideration of the executive committee.
7.7 LEGAL ADVISER: The legal adviser shall:
(i) Advise and /or represent the FOUNDATION in all transaction or legal
relationships involving the FOUNDATION and third parties.
(ii) Advise the FOUNDATION on the legal and constitutional implications
of its decisions and actions Vis –a – Vis this constitution as well as
the nation’s laws.
(iii) Guide the FOUNDATION on issues concerning the interpretation of the
provisions of this constitution.
7.8 OTHER PERSONNEL:
(i) Each principal officer shall be assisted in his / her duties by such
number of personnel as the business of the FOUNDATION shall
dictate from time to time.
(ii) The staff requirement of the FOUNDATION shall be compiled by the
General Secretary from time to time on the advice of the principal officers.
7.9 RESIGNATION / REMOVAL OF PRINCIPAL OFFICERS
A member of the Executive Committee shall cease to hold office if: -
(i) The Executive Committee is dissolved by the trustees, or
(ii) He / she resigns; or
(iii) He / she becomes of unsound mind; or
(iv) He / She becomes bankrupt; or
(v) He / She is convicted for a criminal offence by a competent court, or
(vi) He /She is dismissed, terminated by the trustees; or otherwise.
ARTICLE 8: FINANCE
8.1 REVENUE GENERATION:
(i) The income of the FOUNDATION shall strictly be from donations and
grants received from members of the public, other Christian
FOUNDATION’s, NGOs, private donors, organisation and agencies.
(ii) The FOUNDATION’s official receipt shall be used for all sums, item,
materials, donations and / or grants received by the FOUNDATION.
8.2 BANK ACCOUNTS
(i) The FOUNDATION shall open and operate Bank Account(s) as may be
approved by the trustees.
(ii) The following member s of the executive may, subject to the
trustees‘ decision, be the signatories to the FOUNDATION’s bank
account(s); to with : - the president, the General Secretary and the
treasurer.
(iii) The treasurer shall determine the mandate for each bank account(s).
(iv) The trustees may in their absolute discretion remove or change any
signatory at any time, or otherwise alter the signature and signing
mandate for any Bank account of the FOUNDATION.
8.3 DISBURSEMENT PROCEDURE
(i) Payment vouchers shall be raised for all expenditure incurred by the
FOUNDATION.
(ii) The treasurer shall maintain an imprest account of not more than the
amount approved by the president and / or the trustees.
(iii) Any expenditure in excess of the amount approved as imprest shall
be brought to the notice of the president who shall approve and later
report to the trustees.
(iv) All expenditure must be receipted but in cases where it is not
possible to obtain receipts for purchases, the officer who makes
such purchases shall sign honour certificate.
(v) The Internal Auditor shall ret all payment vouchers after
disbursement.
ARTICLE 9: APPOINTMENT AND REMOVAL OF AUDITOR
(i) An auditor or a firm of Auditors shall be appointed at the General
meeting by a two-third majority of members present, to audit
the FOUNDATION‘s account once a year.
(ii) An auditor, or staff of the auditing firm, shall not be a principal officer
or staff of the FOUNDATION.
(iii) The auditor shall give a report on the audited accounts of the
FOUNDATION to the general meeting.
(iv) The general meeting shall be the remuneration of the auditors.
(v) The Auditor may be removed by 2/3 majority of member present at
the general meeting.
ARTICLE 10: APPOINTMENT OF THE TRUSTEES OF THE FOUNDATION
10.1 THE TRUSTEES OF COMPASSIONATE LOVE OF CHRIST CARE
FOUNDATION For the purpose of Companies and Allied Matter Act No. 1 of
1999, part C shall be appointed at a General Meeting by two – thirds
majority votes of members present
10.2 Such Trustees (hereinafter referred to as “The Trustees”) shall not be less
than 5 (Five) in number and shall be known as “THE REGISTERED
TRUSTEES OF COMPASSIONATE LOVE OF CHRIST CARE
FOUNDATION”
TENURE:
10.3 A Trustee may hold office for life; but shall cease to hold office if he /
she : -
(i) Resigns his / her office
(ii) Ceases to be a member of the registered trustees of
COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION.
(iii) Becomes insane.
(iv) Is officially declared bankrupt.
(v) Convicted of a criminal offence involving a court of competent
jurisdiction.
(i) Is recommended for removal from office by a board of Governor’s
meeting of COMPASSIONATE LOVE OF CHRIST CARE
FOUNDATION.
(ii) Ceases to reside in Nigeria.
10.4 REPLACEMENT
Upon a vacancy occurring in the office of the Trustee, a General Meeting
will be held to appoint another eligible member of COMPASSIONATE
LOVE OF CHRIST CARE FOUNDATION.
ARTICLE 11: COMMON SEAL
(i) The Trustee shall have a common seal.
(ii) Such common seal will be kept in the custody of the President of the
FOUNDATION (or such other person as the Trustees may decide) who
shall produce it when required for use by the Trustees.
All documents to be executed by the Trustees shall be signed by at
least two Trustees; and sealed with the common seal.
ARTICLE 12: PROCEEDINGS
(i) The Trustees shall elect a President from amongst themselves;
(ii) Decisions shall be by simple majority
(iii) The Trustees shall regulate their own proceedings
ARTICLE 13: DUTIES OF TRUSTEES
13.1 The Trustees shall under the relevant law(s) apply to the corporate affairs
commission for certificate of incorporation for the Association
13.2 The Trustees shall accept and hold in trust the certificate of
incorporation upon issuance any other assets and properties, including
landed properties of the FOUNDATION.
13.3 The Trustees shall take steps to draft and ratify a constitution for the
FOUNDATION; and by a SPECIAL RESOLUTION bring the constitution into
force and effect.
13.4 The trustees shall initiate, prosecute or defend or discontinue any
court action (s) for and on behalf of the FOUNDATION, as shall enter into any
settlement or compromise as they shall deem fit.
13.5 The trustees may design a logo, which shall be the symbol of the
FOUNDATION.
13.6 The trustees shall, subject to such restrictions in the relevant laws in
force, have the power to do all such things and deal with the
FOUNDATION’s assets and properties as if they were the beneficial owners
thereof.
13.7 The trustees shall have the power to acquire hold transfer, assign or
otherwise deal with any property or asset (or any interest therein)
belonging to the FOUNDATION, subject to such condition as the Corporate
Affairs Commission may impose.
ARTICLE 14: MEETINGS
There shall be six categories of meetings for the FOUNDATION, namely:
(i) The General Meeting to elect trustees.
(ii) Annual general meeting.
(iii) Budget meeting.
(iv) Regular monthly meeting.
(v) Extra Ordinary General Meeting.
(vi) Executive committee meeting.
14.1 THE GENERAL MEETING TO ELECT TRUSTEES: There shall be a
meeting of the promoters of the ministry to elect the trustees who shall
have charge of the affairs of the FOUNDATION beginning with sourcing for
pre-incorporation expenses and applying to the Cooperate Affairs
Commission for and securing the formal registration of the FOUNDATION.
All subsequent transactions relating to the election or resignation of
trustees shall be done by the Annual General Meeting (AGM).
14.2 ANNUAL GENERAL MEETING (AGM)
(i) The Annual General Meeting shall be held on the anniversary of the
FOUNDATION incorporation each year, or such other time as the
trustee may direct
(ii) The AGM shall be open to the trustees, the principal officers,
representatives of the general assembly of the FOUNDATION and
donors nominated by the trustees provided that such donor shall not
have voting rights at the meeting.
(iii) At the meeting, the president, and president board of Governors shall
give their annual addresses/ report, which the General meeting may
debate.
(iv) The AGM shall have the responsibility for setting down general policy
guidelines as well as review of the FOUNDATION’s activities.
(v) Issues of constitutional amendment may be discussed, finalized and
adopted.
(vi) At the meeting new members of the executive shall take oath of
office.
(vii) The AGM shall deal with the appointment of the new trustees as well
as resignation or retire ment of existing trustees.
14.3 BUDGET MEETING
(i) Budget meeting shall be held in March of every year; or such other
time as the trustees shall direct and shall be open to all trustees and the
executive committee members.
(ii) Copies of the budget proposals shall be distributed to members.
(iii) The president shall deliver his budget proposals; highlighting his
programme of activities for the year.
(iv) Members shall discuss the budget proposals for the year.
(v) The FOUNDATION’s budget for the year shall be passed by 2/3 majority
of members present at the meeting.
14.4 EXTRA –ORDINARY GENERAL MEETING (EGM)
(i) An Extra - Ordinary General Meeting may be called at the instance
of the president or by a trustee when the need arises. The
notice shall spell out the agenda.
(ii) The Extra – Ordinary General Meeting; shall have the status of an
Annual General Meeting; and shall have powers to transact.
(iii) The EGM is open to persons qualified to attend the AGM.
14.5 EXECUTIVE COMMITTEE MEETING (ECM)
(i) The meeting is open to all the principal officers of the FOUNDATION
(ii) The meeting shall concern itself and the implementation of the
programmes approved by the Annual General Meeting and / or the
trustees.
(iii) The meeting shall hold weekly or so offer as the president may direct.
(iv) The executive committee meeting shall deal with issues of general
interest concerning the FOUNDATION as well as matters
relating to the administrations and day to day running of the
FOUNDATION
(v) Committee reports may also be discussed ratified and decisions
implemented.
(vi) The FOUNDATION shall have the overall responsibility for the funding
of the programmes of the FOUNDATION.
(vii) The FOUNDATION or such of its member(s) as may be appropriate
shall negotiate, agree and execute agreements, contracts and other
undertaking for and on behalf of the FOUNDATION.
(viii) The FOUNDATION or such facts member(s) as may be appropriate
shall give and / or accept warranties, undertakings, pledges or bonds
for and on behalf of the FOUNDATION
(x) The FOUNDATION shall have the responsibilities and attend to the
matters set out in Article 6 of this constitution.
ARTICLE 15: AMENDEMENT OF THE CONSTITUTION
(i) Amendment to the constitution may be proposed by the executive
committee of the FOUNDATION or any trustee.
(ii) Constitutional amendment shall only be dealt with by the AGM.
(iii) Proposal amendment (s) shall be in writing, and shall be circulated
to each principal officer and trustee at least 21 days before an
AGM.
(i) After due considerations on the floor of the house, the amendment
shall be put to vote; and shall be adopted by two – third (2/3) of
the members present at the Annual General Meeting.
(ii) The Trustees shall apply to the Corporate Affairs Commission for
approval of the amendment
(iii) The approved amendment shall automatically become part of the
constitution, and the executive committee shall take steps to print
new copies of the constitution to reflect the amendment.
ARTICLE 16: DISSOLUTION OF THE FOUNDATION
16.1 The FOUNDATION may be dissolved by a petition presented to
the court for that purpose by:
(i) The Executive committees on the resolution of the AGM or EGM, or
(ii) One or more of the Trustees.
16.2 The grounds upon which a petition for dissolution may be
brought are: -
(i) That the aims and objectives of the FOUNDATION are not realizable or
no longer realizable; or
(ii) That no useful purpose will be served by keeping the FOUNDATION
alive; or
(iii) That the aims and objectives of the FOUNDATION have become illegal
or otherwise contrary to public policy; or
(iv) That it is just and equitable in the circumstances that the
FOUNDATION be dissolved.
16.3 Upon the dissolution of the FOUNDATION by the court, the
assets and liabilities of the FOUNDATION (if any) shall be supplied
expressly by distributing same amongst association or organizations
with similar objectives; or as the court shall direct.
ARTICLE 17: COMMENCEMENT
The provision of this constitution shall come into force and effect upon a
SPECIAL RESOLUTION of the trustees to that effect
ARTICLE 18: PROVISION ON SPECIAL CLAUSE
(Further to the REGULATIONS of the Corporate Affairs Commission)
18.1 THE INCOME AND PROPERTY OF COMPASSIONATE LOVE OF
CHRIST CARE FOUNDATION when so ever derived shall be applied
solely towards the promoting of the objects of the FOUNDATION as set forth in
this CONSTITUTION: and no portion thereof shall be paid or transferred
directly or indirectly by way of profit, to the members of the FOUNDATION.
18.2 PROVIDED that nothing herein shall prevent the payment, in good
faith of reasonable and proper remuneration to any officer or servant of the
FOUNDATION in return for any service actually rendered to the FOUNDATION,
but so that no member of the council of management or governing body shall
be appointed to any salaried office of remuneration or other benefit in money
or kind shall be given by the FOUNDATION to any member of such council or
governing body, except repaying of out – of –pocket expenses or reasonable
and proper rent for premises demised, or let to the FOUNDATION. Provided
that the provision as afore said shall not apply to any payment to any
company to which a member of the FOUNDATION may be a member not
holding more than one hundred part of the capital and such member shall not
be bound to account for any share of profits he may receive in respect of any
such payment.
18.3 No addition, alteration or amendment shall be made to or in the
CONSTITUTION for the time being in force unless the same have been
previously submitted to and approved by the Registrar General.
18.4 In the event of a winding – up or dissolution of the FOUNDATION, 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 FOUNDATION, but shall be given or transferred to some other
institution (s) having objects similar to the objects of the FOUNDATION, and
such institution (s) are prohibited from distributing its or their income and
property amongst its or their members to an extent at least as great as is
imposed on the FOUNDATION under or by virtue of the special provision here
of, such institution(s) to be determined by the Trustees of the FOUNDATION.
Where effect cannot be given to the aforesaid provision than to some
charitable object.
MADE AND ADOPTED BY A SPECIAL RESOLUTION OF THE TRUSTEES.
THIS__________________DAY OF ________________________2011
_____________________ ______________________
PRESIDENT SECRETARY