THE CONSTITUTION OF INCORPORATEDTRUSTEES OF IKEJA HIGH SCHOOL CLASS 97 ASSOCIATION.

PREAMBLE
We, the members of INCORPORATED TRUSTEES OF IKEJA HIGH SCHOOL CLASS 97 ASSOCIATION, a not for-profit and non-political organisation do firmly and solemnly resolve to provide for ourselves a constitution and to be governed by the provisions therein contained.

ARTICLE 1: NAME
The name of the Association is ‘INCORPORATED TRUSTEES OF IKEJA HIGH SCHOOL CLASS 97 ASSOCIATION (“The Association”)

ARTICLE 2: ADDRESS
The Address of the Association shall be 66, Allen Avenue, Ikeja, Lagos State of Nigeria.

ARTICLE 3: AIMS AND OBJECTIVES
The aims and objectives of the association are:

1. To advance our Alma Mata Ikeja high school by creating an environment for cooperation, integration and unity among members and it’s environ.

2. To grow values, cultures and integrity for the school through organic interactions between alumni members and the current student of the school.

3. To organise seminars, symposium and workshops to enhance the growth and development of the school Ikeja high school.

4. To provide assistance and support to Ikeja High School and its students through various intervention projects that will improve the academic standard of the students.

5. To create a platform for members of Ikeja High School Class 97 to interact with other affinity groups in relation to alumni schedules, events and other activities at the local, regional and national level in person and electronically.

ARTICLE 4: TRUSTEES

(A) The Trustees of the Association for the purpose of the Companies and Allied Matters Act no. 1 of 1990, shall be elected or nominated at a General Meeting charged with responsibility of selecting the Trustees with 2/3 majority votes of members present.

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

(C) A Trustee may hold office for life but shall cease to hold office if he:

i) Resigns his office

ii) Ceases to be a member of the registered Trustees of the body.

iii) Becomes insane

iiii) Is officially declared bankrupt

v) Is convicted of a criminal offence involving dishonesty by a Court of competent jurisdiction

vi) Is recommended for removal from office by a board of Governors and Trustees majority vote of members present at any General Meeting of the body

vii) Ceases to reside in Nigeria

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

ARTICLE 5: COMMON SEAL

(A) The Trustees shall have a Common seal.

(B) Such Common seal will be kept in the custody of the 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 such number of them as they may determine and sealed with the Common seal.

ARTICLE 6: MEETINGS
For effective administration of the Association there shall be the following
meetings:

ANNUAL GENERAL MEETING:
a) An Annual General Meeting of the Association shall be held within a period of fifteen (15) months of the adoption of this Constitution. Subsequent Annual General Meetings shall be held within three (3) months of the end of each financial year.
i. Annual General Meetings shall be convened by the Chairman on not less than twenty-one (21) days prior written notice to all members entitled to attend the meeting. This notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting.

ii. The business of an Annual General Meeting shall include:
1. the presentation and adoption of the Annual Report of the Chairperson;
2. the consideration of the Annual Financial Statements;
3. the election of members to serve on the Management Committee for the following year;
4. the appointment/reappointment of Auditors;
b) other matters as may be considered appropriate

EMERGENCY GENERAL MEETING
1. An Emergency General Meetings of theAssociation shall be convened at any time by the Chairperson or at the written request of:

a) the Management Committee;

b) one quarter (1/4) of the members.

2. An Emergency General Meeting shall be convened on not less than fourteen (14) days written notice to all members. The notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting: provided that: should the Chairperson, having been requested to give such notice, fail to direct the Secretary to give it within seven (7) days of the request, the persons requesting the meeting shall be entitled themselves to give notice of and to convene the meeting.

6.2. The quorum for the meetings shall respectively be:

1. At least 1/3 (one – third) of all registered members of the Association.
2. Should any General Meeting, have been properly convened but no quorum be formed, the meeting shall stand adjourned to another date, which shall be seven (7) days thereafter. At such reconvened meeting, the members present shall constitute a quorum.

6.3. Resolutions and Voting

a) A resolution at any General Meeting shall be decided by show of hands or by ballot. A vote by ballot shall be adopted if demanded by the Chairperson or not less than one third (1/3) of the persons voting. The result of the vote shall be the resolution of the meeting

b) Each member present at the meeting shall be entitled to one vote.

c) Questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall cast the deciding vote.
6.4. Minutes:
Proper minutes shall be kept of the proceedings of all General Meetings, and a record of the persons present at each meeting. The minutes shall be signed by the Chairperson of the meeting, and shall be available for inspection or copying by any member on two (2) days’ notice to the Secretary.

ARTICLE 7: GOVERNING BODY

1. The BOARD OF TRUSTEES:
The Board of Trustees which shall be made of the Registered Trustees of the Association shall be the advisory body which shall at all times advise the Management Committee of any breach of statutory requirement by the Association.

2. The MANAGEMENT COMMITTEE
a) The Management Committee (the Committee) shall be responsible for the proper running of theAssociation and shall comprise the Principal Officers of the Association stated in paragraph 2(d) below.

b) The Committee shall produce a policy guideline/regulation document which shall regulate the day – to – day operations of the Association as well as a Code of Conduct for the employees of the Association

c) The members of the first Management Committee shall be elected at the General Meeting at which this Constitution is adopted and shall hold office until the second Annual General Meeting of the Association when another election shall be held to replace or retain any of them.

d) The Committee shall comprise the following members of the Association
i) The Chairperson;
ii) The Vice Chairperson
iii) The Treasurer
iiii) The Secretary
v) The Committee may co-opt up to 2 additional non-voting members as it may consider appropriate from time to time, the co-opted members shall serve at the absolute discretion of the Committee.

e) The Office of a Management Committee shall be vacated if a member

i) Resigns; or

ii) Becomes unfit and/or incapable of acting as such; or

iii) Would be disqualified, in terms of the Companies and Allied Matters Act from acting as a Director of a Company; or

iiii) Is removed by the Committee by a resolution adopted by at least three-quarter (3/4) of its members in office from time to time, not being less than 3. The Committee shall not be obligated to furnish reasons for its decision(s) regarding the removal except to the member removed and to the members of the Association in the Annual General Meeting.

f) Should a position in the Committee become vacant, the Committee, by resolution adopted by the remaining members, if the vacancy reduces the membership to less than 3, co-opt a memberor members to fill the vacancy(ies). The office of the person(s) so co-opted shall lapse at the next General Meeting unless confirmed by resolution of members at the General Meeting.

g) The Committee shall conduct its meetings and regulate its proceedings as it finds convenient, provided that:

(i) The Chairperson or in his/her absence the Vice Chairperson shall preside over all meetings of the Committee. In the absence of both the Chairperson and Vice Chairperson, the remaining members shall elect a Chairperson from among those present to preside over the meeting.

(ii) The Chairperson, through the Secretary shall convene a meeting of the Committee bi-monthly.

(iii) The quorum necessary for the transaction of any business of the Committee shall be three (3) of the members.

(iiii) Questions arising from deliberations of the Committee shall be decided by a simple majority votes of members present at the meeting and every member is entitled to one vote, save where the Presiding member shall cast a deciding vote in the event of a deadlock.

(v) Proper minutes and records of attendance shall be kept of the proceedings of the Committee by the Secretary.

(vi) A resolution signed by all members of the Committee shall be as valid as if passed at duly convened meeting of the Committee.

(vii) The Committee may delegate any of its powers to any of its members, or to a special purpose committee. The member/committee to whom such delegation is made shall conform to any regulations and procedures contained in the terms of reference given by the Committee.

(viii) The Committee may appoint a Chief Executive and other Officers and employees as it may consider necessary from time to time upon such terms and conditions as it may consider appropriate.

ARTICLE 8: SOURCES OF INCOME
The sources of income for the Association shall include:
1. Contributions and donations from members of the Association .

2. Grants and donations from Charities and Organizations with similar objectives to the Association ’s aims and objectives.

3. Donations and or gifts from individuals and Agencies sympathetic to the cause of  the Association .

ARTICLE 9: DISBURSEMENT AND APPLICATION OF FUNDS

1. The income and property of the Association shall be used solely for the promotion of its stated objectives and no member or employee of the Associationshall have rights to the property or other assets of the Association solely by virtue of being a member or an employee.

2. The income and property of the Association shall be used solely for the promotion of its stated objectives

3. No portion of the income or property of the Association shall be paid or distributed directly or indirectly to any person (otherwise than in the ordinary course of undertaking any public benefit activity) or any member of the Association OR Management Committee except as:

a) Reasonable compensation for services actually rendered to the Association

b) Reimbursement of actual costs or expenses reasonably incurred on behalf of the Association .

4. Upon dissolution of the Association , after all debts and commitments have been paid, any remaining assets shall be transferred by donation to some other non-profit organization which the Management Committee (and failing which a High Court) considers appropriate.

ARTICLE 10: FINANCIAL MATTERS

1. BANK ACCOUNT
The Management Committee shall open a Bank account in the name of the Association with reputable Bank and shall ensure that all monies received by the Associationare deposited in the bank account so opened as soon as possible after receipt.

2. SIGNATORIES
All cheques, promissory notes and other financial documents requiring signature shall be signed on behalf of the Association shall be signed by two (2) members of the Management Committee so designated by the Committee in its deliberation.

3. FINANCIAL YEAR
The Association ’s Financial Year shall be from 1st January to 31st December of every year.

4. FINANCIAL RECORDS
The Association shall ensure the accurate keeping of record of all income and expenditure

ARTICLE 11: APPOINTMENT OF AUDITOR(S)

1. Independent qualified and licenced Auditors shall be appointed by the general meeting to audit the financial records of the Association annually and submit an audited report to the Annual General Meeting.

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

ARTICLE 12: AMENDMENT OF CONSTITUTION
The Association may alter the provision of its Constitution at a General meeting by a resolution passed by a simple majority of its members and approved by the
Commission.

ARTICLE 13: SPECIAL CLAUSE
1. The income and property IKEJA HIGH SCHOOL CLASS 97 ASSOCIATION shall be applied solely towards the promotion of the objective of the body as set forth in this CONSTITUTION and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwisehowsoever by way of profit, to the members of the Association.

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

a) With the exception of ex-officio members of the Governing Council, no member of the Council of Management or Governing Body shall beappointed 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 Bodyexcept repayment of out of pocket expenses or reasonable and proper rent for premises demised, or let to the Association or reasonable fees forservices rendered.

3. If in the event of a winding up or dissolution of the corporate body if there remains after the satisfaction of all its debts and liabilities, any propertywhatsoever, 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 object of Association, 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, then the remaining property shall be transferred to some charitable object.

ARTICLE 14: INDEMNITY
1. Subject to the provisions of any relevant statute, members of the Management Committee and other office bearers shall be indemnified by the Association for all acts done by them in good faith on its behalf. It shall be the duty of the Associationto pay all costs and expenses which any such person incurs or becomes liable for as a result of any contract entered into, or act done by him or her, in his or her said capacity, in the discharge, in good faith, of his or her duties on behalf of the Association

2. Subject to the provisions of any relevant statute, no member of the Managemen Committee and or other officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other member or officer, or for any loss, damage or expense suffered by the Association , which occurs in the execution of the duties of his or her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.

ARTICLE 15: DISPUTES
1. In the event of a serious disagreement between the members of the Management Committee and/or the Association regarding the interpretation of this constitution then any two (2) Management Committee members or any five (5) members of the Association shall be entitled to declare a dispute. Such declaration shall be in writing, statingthe issue in dispute, and be addressed to the Management Committee.

2. The Management Committee shall consider such declaration within two (2) weeks of receiving it. Should the Management Committee not be able to resolve the dispute to the satisfaction of the person(s) declaring it, the dispute shall be referred either to a mediator or arbitrator.

3. Should the dispute be referred to a mediator, the person(s) declaring the dispute and the Management Committee must agree on a suitable mediator and to the costs of such mediation. A mediator may recommend an appropriate resolution of the dispute.

4. In the absence of agreement regarding a mediator or should mediation not resolve the dispute, the dispute shall be referred to arbitration. The arbitrator shall be such suitably qualified person/s as the person(s) declaring the dispute and the Management Committee may mutually agree. Alternatively, each of the parties shall be entitled to nominate one arbitrator, who shall act jointly with a third person to be nominated jointly by the respective nominees of the parties; on the basis that a majority decision of the appointed arbitrators shall be final and binding.

5. The arbitration shall be held on an informal basis, and the arbitrator shall have the power to determine the procedure to be adopted subject to principles of natural justice.
6. The person(s) declaring the dispute and the Management Committee, beforehand, may agree to share the costs of the arbitration. In the absence of such agreement the arbitrator shall decide which parties shall be liable for the costs.

7. The decision of the arbitrator shall be final and binding upon all parties and capable of being made an Order of Court on application by any of them.


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