FOSSCCIMA Profile
INTERPRETATION
1. In these Articles unless the context requires otherwise:
a. Words in the singular include the plural and vice versa.
b. Words importing the masculine gender include the feminine gender and vice versa.
c. Words importing persons include any Association or body of persons corporate or incorporate.
d. The Word “month” means calendar month.
e. “The office” means the registered office of the Association.
f. “Seal” means the Common Seal of the Association.
g. “Chamber of Commerce” means anybody however called, organized in Nigeria to protect the interest of commerce and Industry of any sector or facet thereof.
ARTICLE 2
NAME
2. The name of the Company (hereinafter called “The Association” shall be “The COALITION OF SOUTH-SOUTH CHAMBERS OF COMMERCE, INDUSTRIES, MINES & AGRICULTURE LTD/GTE”.
3. The Chambers shall be known in a short form as “FOSSCCIMA”
ARTICLE 3
OFFICE
4. The Registered Office of the Association shall be situated in South-South Nigeria.
ARTICLE 4
OBJECTS
5. The Objects for which the Association is established are:
a. To promote, protect and develop all matters affecting Commerce and Industry in the South-South by all lawful means.
b. To consider all questions connected with Commerce, Industry, Mines and Agriculture in the South-South Nigeria.
c. To promote, support or oppose legislative and other measures affecting Commerce, Industry, Mines and Agriculture in South-South.
d. To collect and circulate commercial statistics and information of all kinds.
e. To promote co-operation between members of the Association and to co- ordinate, express and give effect to the views of such members on commercial and industrial matters of all kinds.
f. To represent, as an apex business and trade organization, its constituent members’ position on all matters affecting commerce, industry, mines, agriculture and business in general, in Nigeria WITHOUT prejudice to the rights of member/municipal/regional chamber of commerce to interface with the Federal Government and its agencies on certain urgent issues of peculiar interest to its locality, or its organization.
g. To subscribe to and promote the aims and objects of any society or Association having objects similar to all or any of the objects of the Association and to encourage and support any society, Association or movement for the improvement of laws relating to economic activities.
h. To purchase, take, exchange, hire or otherwise acquire and own any property real to personal and any rights or privileges which may be necessary for any of the purpose of the Association.
i. To construct, alter and maintain any building required for the purpose of the Association.
j. To sell, improve, manager, lease, mortgage, dispose of, turn to account or otherwise deal with any part of the property of the Association.
k. To invest the monies of the Association not immediately required upon security or securities, and on such terms of otherwise in such manner as may from time to time be determined.
l. To borrow any money required for the purpose of the Association upon such securities as may be determined.
m. To employ such personnel upon terms as to remuneration, provision for retirement and otherwise, as may be necessary or convenient for any of the aforesaid objects.
n. To attain those advantages of general interest by united action which each member may have more difficulty in accomplishing in its separate capacity provided that nothing herein contained shall be construed to detract from the autonomy of members.
o. To do all such other things as are incidental or conducive to the attainment of the aforesaid objects, provided that the Association shall not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulation or restriction which if an object of the Association would make it a trade union.
p. To educate, train members on the processes of entrepreneurial excellence and improve commercial growth.
ARTICLE 5
INCOME AND PROPERTY
a. The income and property of theAssociation however derived shall be applied solely towards the promotion of the objects of the Association as set forth herein and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, or bonus or otherwise however, by way of profit to the members of the Association , provided that nothing herein contained shall prevent the payment in good faith of remuneration to any person or personnel of the Association or to any member thereof, or other person in return for any services rendered to the Association.
b. If any member of the Association pays or receive any dividend, bonus or other profit in contravention of paragraph 4 of the Association’s Memorandum, the liability of every member of the Association who has concurred in or has authorized such profit shall be unlimited and the liability of every member of the Association who has received such dividend, bonus or other profit as aforesaid shall likewise be unlimited.
c. The liability of the members of the Association is limited except in the case of members who may come within the provision of Article 5 (d).
d. Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while it is a member or within one year after it ceases to be a member, for payment of the debts and liabilities of the Association contracted before it ceased to be a member, and of the cost, charges and of expenses to winding up, also for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding the sum of N100,000.00 (One Hundred Thousand Naira).
e. If upon the winding up or dissolution of the Association there remain, after the satisfaction of all its debts and liabilities, any monies or properties whatsoever such monies shall not be paid to or properties distributed amongst the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to those of the Association and which shall prohibit the distribution of its ortheir income and properties to an extent not less than the Association such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to the provisions of this clause, then the said monies and properties shall be given to some charitable objects.
f. The liability of members of the Association is Limited by Guarantee.
We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association.
NAMES AND ADDRESSES AND DESCRIPTION OF TRUSTEES
NAMES AND ADDRESSES AND DESCRIPTION OF TRUSTEES
PRINCE BILLY SOTUBO GILLIS-HARRY
3, CHOKA STREET, ELIGBAM GRA PHASE 1, PORT HARCOURT, RIVERS STATE.
DAVID OKPAKO IWETA
SAPELE CHAMBERS OF COMMERCE,
MADEWELL PRODUCTS LTD, OGORODE ROAD, SAPELE, DELTA STATE
CHIEF BASSEY E.O. EDEM, FCA, MFR
9, OGAR AFUFU CLOSE
CROPSIL HOUSING ESTATE, CALABAR
CROSS RIVER STATE
MRS MARY AWHOTU IYASERE
FOSSCCIMA
BENIN CITY, EDO STATE
CHIEF SIMEON UDUIGHO EKWENUKE
BENIN CHAMBERS OF COMMERCE, (BENCCIMA)
SUITE 00 1 TRADEFAIR PERMANENT SITE, BENIN, EDO STATE.
CHIEF UJU UDEME
ASABA CHAMBERS OF COMMERCE
(ASACCIMA), 62, IBUSA ROAD ASABA, DELTA STATE.
DR EMAH OKON
UYO CHAMBERS OF COMMERCE (UYOCCIMA), SUITE B09 UYO SHOPPING CENTRE, 155, IKOT EKPENE, AKWA IBOM STATE.
ENGR. EMEKA UNACHUKWU
PHCCIMA, 11 AZIKIWE ROAD, PORT HARCOURT, RIVERS STATE.
MRS THELMA A. KAYODE BELLO
CALABAR CHAMBERS OF COMMERCE, (CALCCIMMA), 76, NDIDEM USANG ISO ROAD, CALABAR, CROSS RIVER STATE.
STELLA DOGUBOR-OVAI
YTENOGOA CHAMBERS (YECCIMM)
IMBGI/SWALI ROAD, YENAGOA, BAYELSA STATE.
JENNIFER BOMA G. HARRY
DEGEMA CHAMBER OF COMMERCE (DECCIMA) OBUAMA COMMUNITY HALL COMPLEX, OBUAMA, DELGA RIVERS STATE.
CHIEF EMMANUEL AVWORO
ETHIOPE CHAMBERS OF COMMEERCE(ECCIMA), 1, IIOKOLO-UGHELLI ROAD, ISOKOLO, DELTA STATE.
MR ALEX SHARTA
WARRI CHAMBERS OF COMMERCE (WACCIMA),
BLOCK 1 EDEWOR SHOPPING CENTRE, EFFURUN, WARRI, DELTA STATE.
ARTICLE 6
MEMBERSHIP
a. The number of members with which the Association is registered is deemed to be unlimited.
b. Membership of the Association shall consist of:
i. City and State Chamber of Commerce and Industry Business Council of the SOUTH-SOUTH.
ii. Corporate Membership.
iii. Sectoral Business/Professional and Commodity-based Associations in the SOUTH-SOUTH.
iv. Company(ies) with a specified level of annual turnover, operating capital and or workforce to be determined from time to time by the Council of the Association PROVIDED that no such company(ies) shall qualify for direct membership unless it is a member of a City/State Chamber of Commerce.
v. Young Entrepreneurs who shall be admitted by members who will nominate a maximum of three young entrepreneurs.
vi. Patrons class membership shall be corporate bodies or high net worth individual whose activities shall boast the financial image and other positive values to the association.
c. The Council may whenever the business of the Association
requires it, register an increase of membership.
d. An application submitted on a prescribed Form for Membership shall be deemed to be a written consent to become a member of the Association.
e. Membership of the Chambers Shall be Voluntary.
FULL MEMBER
f. Provided a would-be member of the Association i.e Chamber of Commerce/Business/Professional Association/Corporate Body satisfies council as to its ability to meet its financial and other obligations to the Association and that it has and maintained a work force of not less than 20, (for Corporate members) it shall be entitled to apply for full membership of the Association in the appropriate category.
g. A Chamber of Commerce/Business/Professional Association/Corporate Body seeking membership of the Association (hereinafter called Applicant) shall make formal application to the President and/or Executive Secretary of the Association for membership. The Council if satisfied that the applicant is not disqualified for any other reason, shall consider the application at its next meeting and shall decide whether the membership is granted the vote on each applicant shall be taken in such a manner as the chairman of the meeting may direct. If the applicant is elected, it shall forthwith be admitted to membership. The Council shall be under no obligation to give any reason or explanation for its decision on membership whether favourable or otherwise.
h. Every full member of the Association shall be entitled by notice in writing from the Director- General of the Association to:
i. Appoint three representatives in the case of a Chamber of Commerce/Business/Professional Association; and
ii. In the case of a corporate body, to appoint one representative to attend and vote at Council and General Meetings in accordance with the provision of the Bye-Laws and to speak on behalf of the appointer at General Meetings and one Alternate to act in the absence and in room of either both or all representatives, as the case may by, and any substitute or revoke such appointment provided that such substitution or revocation shall not be effective until the expiry of seven days after notice thereof shall have been given to the Director–General.
ARTICLE 7
FINANCIAL YEAR OF THE ASSOCIATION
a. The financial year of the Association shall end of the 31st Day ofMarch of each year and all subscription shall be payable not later than the last day of February of the current year to conform to Article 9 hereof.
ARTICLE 8
FUNDING
The Association shall derive its income from the following:
a. Annual Subscription
b. Subvention
c. Donation
d. Proceeds from organization of trade promotion events undertaken directly or through its constituted members or other agents otherwise appointed.
e. Proceeds from investment in stocks, share and properties
f. Proceeds from endorsements of all trade and export documents and of all applications for business operators for all kinds of incentives given by the government in support of business activities.
g. Proceeds from endorsement of all tenders for some category of contracts being awarded by the Nigerian Government and their agencies
h. Proceeds from arbitration exercises undertaken by the Association.
i. Net proceeds from engagements in training and management consultancy services and from the running of Examination Bodies for commercial courses.
j. Others.
ARTICLE 9
ANNUAL SUBSCRIPTION
Each Chamber of Commerce/Business/Professional Association/Corporate Body being a member shall pay an annual subscription as may be determined from time to time by Council.
ARTICLE 10
ARREARS OF SUBSCRIPTION
A member whose subscription is in arrears cannot vote or nominate a candidate to be voted for and if the member’s subscription is six months overdue, all privileges of membership will be forfeited until the arrears are paid before normal privileges can be restored.
ARTICLE 11
CESSATION OF MEMBERSHIP
1. A member which term shall include a full member shall cease to be a member:
a. BY giving notice of one month prior to the end of the financial year in writing to the Executive Secretary of its intention, and upon expiry of the notice, it shall cease to be a member.
b. If it fails to prove to the satisfaction of the Council within two months of being called on by the Executive Secretary in writing to do so, that it is qualified to remain a member.
c. On the passing of a resolution of the Council expelling it from the Association in accordance with this constitution.
d. A member whose subscription is in arrears for two year shall be expelled provided that an expelled member shall be entitled to be re-admitted on full payment of all arrears.
Provided that a member who resigns under sub-clause (a) of this Article shall nevertheless remain liable for the amount of its annual subscription for the current year and provided further that any member ceasing to be a member under sub- clause (c) and (d) of this Article may within two months of the notification of the Council’s decision appeal to the Association in General Meeting and if at such General Meeting, a two-third majority of the members of the Association who are present and voting decide in favour of allowing the appeal, the member shall be reinstated.
2. The Council may suspend any member from exercising all or any of the rights and privileges or membership for such period as it thinks fit, provided that the suspension shall not preclude the member so suspended from attending or speaking at any meeting of the Association where a question relating to its suspension or the cessation of its membership is being discussed. Suspension of a member shall not exempt it from liability for payment of any subscription or other sum falling due from it to the Association during the term of such suspension.
3. No member shall be expelled under Article 11 (c) except in pursuance of a resolution passed at a meeting of the Council at which not less than two-third of the members of the Council present who vote do so in favour of the resolution.
ARTICLE 12
GENERAL MEETINGS
1. The first General Meeting shall be held at such time not being less than one month nor more than three months after the incorporation of the Association and thereafter an Annual General Meeting shall be called Ordinary Meetings. All other General Meetings shall be called Extraordinary General Meetings. All General Meetings shall be held at a place and time to be determined by the Council.
2. There shall be an Annual General Meeting on such day in each year as Council shall from time to time decide to:
i. Receive and discuss the following Reports:
a. President’s Address and Annual Report.
b. The Regional Treasurers’ Report including the state of Accounts duly audited.
c. Elect the officers of the Association for the ensuing year.
d. Appoint the Auditors for the ensuing year.
3. The Council shall meet once in every quarter. The President, Deputy President and not less than five full members of the Association may convene special meeting of the Council at any time. Seven days’ notice in writing of all meetings of the Council stating the general nature of business to be transacted thereat shall, except in case of emergency, be sent out by the Executive Secretaryto each member of the Council and in any case notice shall be sent out at the latest by fax or E-mail three days preceding the day of the meeting.
4. All acts done in good faith by any meeting of the Council shall notwithstanding that some defects be afterwards discovered in the appointment or qualification in any of the notices calling the meeting be as valid and effectual as if that defect had not existed
ARTICLE 13
EXTRAORDINARY GENERAL MEETINGS
Extraordinary general meeting may be convened by the Council at any time and shall be convened on a requisition in writing stating the objects for which the meeting is to be convened signed by not less than one-half of the members of the Council or not less than five of the members of the Association and served on the Executive Secretary or left at the office provided that such meeting shall not hold unless a quorum is formed in accordance with the provision of Article 14. If such meeting has not been convened within twenty-one days of the date of the delivery of the requisition, the requisitionists may themselves convene the meeting and Association. In the event of the absence of the President, the Deputy Presidents and Vice-Presidents of the meeting shall elect a chairman from amongst the full members present.
ARTICLE 14
NOTICE OF MEETING
Every Annual General Meeting or Extraordinary General Meeting shall be convened by not less than twenty-one days notice in writing to all members and specifying the day, hour and place of the meeting. Where a special resolution is to be proposed and two meetings may be convened by one and the same notice it shall be no objections to such notice that it only convenes the second meeting contingently on the resolution being passed by the requisite majority at the first meeting.
ARTICLE 15
QUORUM MEETING
The quorum for an Annual or Extraordinary General Meeting shall be not less than one-third of the total number of registered full members of the Association and no business shall be transacted at any such meeting unless such quorum is formed at the commencement of business. In the absence of a quorum the meeting shall:
a. If an Ordinary General Meeting stand adjourned until the same day in the following week at the same time and place and if at such adjourned meeting a quorum is not obtained, those members who are present shall form a quorum and may transact business, or
b. If an Extraordinary General Meeting convened under Article 12, be dissolved.
ARTICLE 16
VOTING AT MEETING
a. At General Meetings of the Association on a show of hands, every representative appointed under Article 6 hereof shall have one vote only except the chairman who shall have an original as well as a casting vote. On a poll, voting rights shall reflect the relative strength of the members within the Association.
b. All questions put to the vote at General Meeting shall be decided by a show of hands unless a poll is demanded by at least three members, in which case the poll shall be taken at such time and in such manner as the chairman of the meeting may direct and the result of the poll shall be deemed to be decision of the meeting at which the poll was demanded.
c. The Regional President shall preside over all meetings of the Association. In his absence, any of the Deputy Presidents shall preside and in the absence of the Deputy Presidents, the meeting shall elect one of the Vice-Presidents to preside and in the absence of all Vice-Presidents and the Regional Treasurer, the meeting shall be competent to elect one of its members to preside.
Voting rights shall be determined by the relative strength of members within the Association. Every member Chamber/Business/Professional Association with the membership strength of 200 or less shall be entitled to a minimum of three votes, while every member Chamber/Business/Professional Association having more than 200 members shall be entitled to one additional vote for every 100 members (or part thereof) on its Register of Members as filed with the Association from year to year. Each Corporate member shall however have one vote at all meetings.
ARTICLE 16
ADJOURNMENT OF MEETING
a. The chairman may, and shall if so resolved by those present, adjourn a meeting from time to time and from place to place but no business shall be transacted at such adjourned meeting other than that left unfinished at the meeting from which adjournment took place. Whenever a meeting is adjourned for seven days or more, notice shall be given of the adjourned meeting in the same way, save as to length of notice, as notice of an original meeting.
ARTICLE 17
OFFICERS OF THE ASSOCIATION
1. The Officers of the association shall be as follows and shall be elected at the Annual General meeting
i. Regional President
ii. First Deputy President
iii.Second Deputy President
iv. Twenty four Vice Presidents who shall be of equal in status.
v. Regional Treasurer
vi. Regional Auditor
vii.Deputy Regional Treasurer
viii.Regional Public Relations Officer
2. Presidents of all the City Chambers shall be statutory Vice Presidents of the SOUTH-SOUTH Chambers.
3. There shall be 19 corporate vice Presidents from the various sectors of the economy, namely: Agriculture, Petroleum, Mines, Gas, Export, Housing, Trade, Industries, Environment, Telecommunications, Broadcasting, Engineering, Tourism and, Hospitality, Technology, Medical, Trade fair, Import, Special Duties.
4. The President and Council shall have powers to co-opt suitable members as members of the Council.
5. Honorary Life Vice Presidents, who shall be appointed on the recommendation of the Council from among those members who have rendered outstanding services to the Chamber of Commerce movement, shall also be members of the Council. Any immediate Past Regional President shall automatically be accorded the status of an Honorary Life Vice-President. All such Honorary Life Vice Presidents shall serve for life as long as they remain resident in Nigeria. They shall be Ex-Officio members of the Council.
6. On the occurrence of the vacancy of the office of the President, the 1st Deputy President shall automatically be elected President while the 2nd Deputy President replaces the latter. The vacant post of the 2nd Deputy President shall be filled by the election of one of the twelve Vice Presidents taking account of such factors as federal character, the quality of the candidate and his or her past contribution to the Association and after appropriate vetting by the Executive Committee.
7. A person shall cease to hold the office of the Regional President or Deputy Regional President of the Association if he:
i. Is adjudged bankrupt and incapable of paying his dues to the platform from which he was admitted to serve in the office;
ii. Is medically certified lunatic or of unsound mind;
iii. Is convicted on an indictment and or imprisoned for any criminal offence
iv. Assumes full time political office during his tenure of office;
v. He ceases to be a member of the organization/Chamber from which he was elected.
8. Without prejudice to Article 17 (8), election to the office of the President shall, as much as possible, be made from the ranks and in the existing order of sequence of the deputy Presidents. Taking full accounts of the considerations of equity, fair- play and individual quality as well as the overriding interest of the Association the two Deputy Presidents shall be elected to reflect the federal character of the country and the geographical distribution of the financial membership of the association.
9. The President of the Federal Republic of Nigeria shall be the Patron of the Association. The existing Patron of the Association shall remain so for life.
10. The Regional President shall be elected by a majority vote of members present at the Annual General Meeting for a single term of three (3) years after which he shall not be qualified to contest for re-election.
11. All Vice-Presidents and other officers shall be elected by a simple majority vote of members present at the Annual General meeting for a maximum of three (3) terms of two (2) years each.
12. Without prejudice to Article 17 (4), any vacancy occurring among the officers during the year, shall be filled by a vote of the Council on the recommendation of the Executive Committee pending the next Annual General Meeting when Officers so elected by the Council shall vacate their offices and seek re-election if they so wish.
13. The Election of the President of the Chamber shall rotate in the following order: Rivers, Delta, Akwa Ibom, Cross River, Edo and Bayelsa State. Provided that the election shall be from the ranks of Deputy Presidents.
14. Deputy Presidents shall be elected from the ranks of Vice Presidents.
15. Vice Presidents shall be elected from the council by simple majority vote.
16. Provided that such officers to be elected are in good standing with the Nigerian Chambers of Commerce, Industry, Mines and Agriculture (NACCIMA) as well as FOSSCCIMA.
ARTICLE 18
THE COUNCIL
1. The business of the Association shall be managed by the Council which in addition to the powers and authorities expressly conferred upon it by these Articles may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by any law for the time being in force or by these Articles required to be done or exercised by the association in General Meeting and subject to any direction given by the Association in general meeting not being inconsistent with the provisions of these Articles or of any such laws, provided that no such directions shall invalidate any prior act of the Council which would otherwise have been valid.
ARTICLE 19
COMPOSITION OF THE COUNCIL
1. The Council shall be constituted as follows:
a. Elected officers of the Association
b. Three Representative from each member–Chamber
c. One representative from each corporate member, Business/Professional Association.
d. All honorary Life Vice – Presidents (Ex-Officio members)
2. Whenever it thinks fit to do so, the Council may, Co-opt individuals who have specialized knowledge of one or more of the subjects to be considered at any Council meeting, but such co-opted individuals or representatives shall not be entitled to vote and shall not serve for more than one year at a time unless re-appointed.
ARTICLE 20
POWER OF THE COUNCIL
1. The Council shall have power to:
a. Acquire premises for the use of the Association and to appoint aExecutive Secretary and such other officers as, in its opinion are necessary for the proper conduct of the business of the Association and to determine the salaries and other conditions of service of such officers.
b. Subject to the provision of the Memorandum of Association and these Articles, to schedule its own meetings and regulate its own proceedings, to manage and superintend the affairs of the Association and act in the name of the Association.
ARTICLE 21
POWERS AS TO BYE-LAWS
1. The Council shall have power to make, alter or revoke Bye-laws for carrying on the business of the Association provided always that the Bye-laws in force shall not be repugnant to the Memorandum and Articles of Association. Notice of any suggested alteration of any Bye-laws shall be given to each member of the Council in the Agenda paper for the Council Meeting at which the alteration is to be considered. In the event of any alteration being approved, it shall become operative immediately.
ARTICLE 22
PRESIDENTIAL ADVISORY COMMITTEE
1. There shall be a Committee known as the Presidential Advisory Committee (PAC). To be known and styled College of Regional Presidents.
2. The Committee shall consist of:
i. All past Regional Presidents of the Association.
ii. The Committee shall have the duty to advise and render general assistance to the Regional President.
iii.The Committee shall, without prejudice to the powers vested in the Regional President and the Council, have power to review the activities of the Association and make recommendation through the Regional President to the Council.
iv. The Committee shall be presided over by the most senior of the past Regional President of the Association and next most senior past Regional President shall be the Vice Chairman.
v. Any member of the PAC shall be entitled to request a meeting of the PAC to discuss, consider and advise the President on any issue which in the opinion of such a member is vital to the interest of the Association and upon such request, the chairman shall call such a meeting. Otherwise the PAC shall meet only on such occasions as the President shall, at his discretion, determine appropriate issues for seeking the advice of the PAC.
ARTICLE 23
EXECUTIVE COMMITTEE
1. There shall be established for the Association a Committee to be known as the “Executive Committee “.
2. The Executive Committee shall consist of:
a. All Thirty Twoelected officers of the Association.
b. The immediate past Regional President of the Association
c. Such other number of persons not exceeding Thirty One (32) that the President in Council may, in his discretion, appoint as members for a term of one year subject to reappointment.
d. The Committee shall have power to advise the Council on important issues coming up before it and other matters which may be referred to it by the Council.
e. The Committee shall meet as least once in three months.
3. The Council may appoint such other committees as it may deem necessary from time to time.
ARTICLE 24
ACCOUNTS
1. The Council shall cause true accounts to be kept of the monies received and expended by the association and of the matters in respect of which receipt and expenditure take place and of the assets, credits and liabilities of the Association.
2. The books of accounts shall be kept in the office or other such place as the Council may think fit and shall be open to inspection by members of the Council at all times and by members of the Association at all times during ordinary business hours subject to such reasonable restrictions as the Council may impose.
3. The Accounts shall be kept of the sums of money received and expended by the Association. Once at least every year, the Accounts of the Association shall be examined and the correctness of the balance sheet ascertained by an Auditor or Auditors.
ARTICLE 25
REGISTERED LIST OF MEMBERS
1. The Executive Secretaryshall keep a Register of Members containing the names of all Chambers of Commerce/Business/professional Association/Corporate body and other organized bodies as set out in Article 6 who are or have been members of the Association, the dates at which they became and (where applicable) ceased to be recorded in the Register. The names of the persons, if any, who are for the time being the members duly admitted under Article 6. The Register shall be open to inspection by all members at all reasonable times.
ARTICLE 26
ALTERATION OF THE BYE-LAWS
1. These Bye-Laws may not be altered or amended save by a resolution approved by the General Assembly and in accordance with the Companies and Allied Matters Act or any other Act substituted therefore.
ARTICLE 27
SANCTION AGAINST ERRING MEMBERS
1. There shall be established for the Association a Committee to be known as the DISCIPLINARY COMMITTEE.
2. The Disciplinary Committee shall comprise the following members:
a. A Chairman and
b. 6 other members each of whom must be persons of unquestionable integrity appointed for a term of one (1) year by the Council on the recommendation of the President subject to re-appointment.
3. The Disciplinary Committee shall have power:
a. To receive petitions or complaints against members.
b. To ensure compliance with and where appropriate enforce the provisions of the Code of Conduct, the Constitution and any Bye-law of the Association for the time being in force.
c. To examine all petitions and recommend to the Council disciplinary measures or sanctions to be imposed on erring members PROVIDED always that the right of a defaulting member to be notified in writing of allegations made against it and the right to be heard in its defense is preserved and guaranteed.
d. To generally exercise disciplinary control over members and officers.
e. To do such other things as may be conferred on it by Association at the Annual General Meeting.
f. All members of FOSSCCIMA will exhaust all avenues available in the organization in a documented process before approaching a court of law to seek redress on issues bordering on Chambers’ affairs.
ARTICLE 28
SPECIAL PURPOSE VEHICLES
1. There shall be special Purpose Vehicles for the purposes of creating strategic economic partnerships for specific economic growth of the region.
2. FOSSCCIMA Concerns Limited shall be the Association’s SPV, which shall have a board constituted by member and select high net worth individual
3. The Executive Chairman of the SPV shall be the pioneer President of the Association.
ARTICLE 29
COUNCIL AND COMMITTEE
1. A quorum of the Council meeting shall not be less than twenty members of the Council. The quorum of a Standing Committee may be decided by the Council when the Committee is appointed but if not so decided, the Committee itself may fix the quorum provided it is not less than two members.
2. A Notice may be served by the Association upon any member either by serving it personally or by sending it to it by post at its address as shown on the Register of Members. A Notice or other documents sent by post shall be deemed to have been served on the seventh day following the day on which the letter containing the same was put into the post and in proving such service it shall be sufficient to prove that the Notice or document was properly addressed and put into the post as prepaid letter.
3. No business for which Notice has not been duly given in the circular shall be transacted at any meeting of the Council, except with the unanimous consent of the members at such meeting.
4. Minutes of each Council meeting shall be taken by the Executive Secretary or some other members of his staff duly appointed for the purpose. Minutes of any Standing Committee meeting shall if requested by the Chairman of that committee be taken by the Executive Secretary or some other members of his staff duly appointed for that purpose.
5. Each representative of a member of the Council shall at a Council meeting have one vote only, except the chairman who shall have an original as well as a casting vote.
6. The number of votes on all divisions in the Council shall be recorded in the minutes.
7. The Executive Secretary, acting under the Council, shall superintend and be responsible for the general working of the Association. There may be appointed a Deputy who shall assist the Director- General and be responsible for the discharge of the latter’s duties when absent.
8. All Books Documents, Records and papers shall be in charge of the Executive Secretary and kept at the offices of the Association.
9. The Seal of the Association shall not be affixed to any instrument except by authority of a resolution of the Council and in the presence of the President or Deputy Presidents and the Executive Secretary or such other person or persons as the Council may appoint for the purpose. The Executive Secretary shall be responsible for the safe custody of the Association’s Seal.
10. The financial year of the Association shall commence on the first day of March and end on the last day of February and the Annual Accounts duly audited, shall be submitted by the Treasurer at the first General Meeting after the close of the Financial Year.
11. The Executive-Secretary shall, prior to every Annual General Meeting, invite members to nominate qualified candidates for election into vacant offices.
12. Every candidate for election at a General Meeting shall be nominated on a prescribed form which shall state among other things:-
a. The Candidate’s name.
b. The name of the members nominating and seconding him.
c. The office for which the candidate is being nominated.
d. The fact that the candidate’s consent for the nomination has been obtained.
e. Confirmation that the candidate/ Chamber/ Association/ Corporate Body is financially up to date.