THE CONSTITUTION OF INCORPORATED TRUSTEES OF THE ASSOCIATION OF PHILOSOPHY PROFESSIONALS OF NIGERIA (APPON)
We, the members of the INCORPORATED TRUSTEES OF THE ASSOCIATION OF PHILOSOPHY PROFESSIONALS OF NIGERIA (APPON), an educational and research organisation do firmly and solemnly resolve to have for ourselves, a constitution, and to be governed by the provisions herein contained.
ARTICLE 1: NAME
The organisation shall be called “Incorporated Trustees of the Association of Philosophy Professionals of Nigeria Nigerian” (hereinafter called, “the Association”)
ARTICLE 2: ADDRESS
The address of the Association shall be the secretariat of the Association, which shall be in Nigeria.
ARTICLE 3: AIMS & OBJECTIVES
The aims and objectives of the Association are as follows:
3.1 To promote active association among all those who are involved in philosophical research and training in Nigeria and promote the cause of philosophical education in the country;
3.2 To collaborate with associations of a similar nature in promoting common objectives;
3.3 To help in maintaining professional standards in research, teaching and other related activities;
3.4 To organise local and international lectures, seminars, workshops, symposia, and conferences, for public enlightenment, philosophical studies, and participate in such activities organised by other allied bodies;
3.5 To collaborate with Federal and State Ministries of Education, other agencies and stakeholders in formulating, developing and or reviewing curricular for philosophical education in Primary, Secondary and tertiary institutions of learning in Nigeria;
3.6 To maintain a library or libraries, collate data and disseminate information and materials on philosophy generally.
3.7 The Association shall be engaged in, but may not be limited to, the following activities:
3.7.1 Organise yearly academic conferences/symposia/workshops by zonal branches, while the national body of the association shall organise conferences/symposia/workshops biennially;
3.7.2 The Association shall publish a journal;
3.7.3 The Association shall publish and circulate a newsletter;
3.7.4 The Association shall publish the proceedings of its national conferences;
3.7.5 The Association shall publish research findings and commissioned projects
that promote its aims and objectives.
ARTICLE 4: MEMBERSHIP
4.1 Membership is open to all persons involved in philosophical research and training in Nigeria regardless of their institutional affiliations.
4.2 Philosophy graduates and other graduates, who are interested in philosophical inquiry, may become Associate Members.
4.3 Every member of the Association shall pay a membership fee of Ten Thousand Naira (N10, 000.00) per academic year. The fee shall be retained by the Executive Committee (Governing Body) for its activities, including the funding of a journal of the Association; or otherwise as approved by the General meeting of the Association.
4.3 Individuals may become supporters of the Association. The Executive Committee will accept or refuse any application to become an annual or life supporter on payment of the relevant fee.
4.4 Membership shall be terminated on grounds of death, a grievous breach of code of conduct of the Association, and or any other act(s) considered injurious to the activities and objectives of the Association as shall be determined by members at the General Meeting or such emergency meeting called for the purpose.
4.5 Membership shall naturally terminate on non-payment of fees for two consecutive years.
ARTICLE 5: TRUSTEES
5.1 The Trustees of the Association shall be appointed by a resolution of the Association and the Trustees and shall not be less than Five (5) and not more than Seven (7) in number, including the President of the Association, and shall be known and referred to as “The Incorporated Trustees of The Association of Philosophy Professionals of Nigeria” (hereinafter called “the Trustees”).
5.2 The Trustees may hold office for a period of Five (5) years subject to re-election for one other term. Provided that the President of the Association shall be a Trustee throughout his or her tenure as President.
5.3 A quorum for the meeting of Trustees shall be three (3) Trustees, who shall include the President of the Association or his mandated member.
5.4. A Trustee shall cease to hold office if he or she:
5.4.1. Resigns his or her office as Trustees;
5.4.2 Ceases to be a member of the Association;
5.4.3 Becomes insane or medically incapable of performing his duties as Trustees or dies;
5.4.4 Is officially declared bankrupt;
5.4.5 Is convicted of a criminal offence involving fraud or dishonesty by a Court of competent jurisdiction;
5.4.6 Is recommended for removal by Trustees and ratified by a simple majority vote of members present at any meeting of the Association called for that purpose;
5.5 The first Trustees are as follows:
- ………………………….. – Chairman
- ………………………….. – Member
- ………………………….. – Member
- ………………………….. – Member
- ………………………….. – Member
- ………………………….. – Member
- …………………………… – Member and Secretary
5.6 The Trustees shall have the following powers and duties:
5.6.1 To appoint additional Trustees, at a duly convened and constituted meeting to fill a casual vacancy arising out of the death or resignation of a Trustee, subject to ratification by simple majority vote at a meeting called for that purpose.
5.6.2 To hold and deal with the property of the Association.
5.6.3 To receive gifts and donations on behalf of the Association.
5.6.4 All the properties of the Association shall be vested in the Trustees jointly in trust for the Association and the Trustees shall deal with same in the interest and to the benefit of the Association and may so direct the Governing Body.
ARTICLE 6: COMMON SEAL
6.1 There shall be for the Association, a corporate seal, which shall have inscribed thereon, the name of the Association and all documents executed by the Trustees on behalf of the Association shall be signed by such of them (Trustees) as is appropriate and sealed with the corporate seal.
ARTICLE 7: MEETINGS
7.1 The Association shall have the following Meetings:
7.1.1 Board of Trustees Meeting;
7.1.2 Executive Committee Meeting;
7.1.3 Annual General Meeting/Conference; and
7.1.4 Special Meeting; and
7.1.5 Emergency Meeting.
7.2 The members of the Board of Trustees shall meet at least once a year.
7.3 The Executive Committee shall hold such number of meetings in a year as deemed expedient; provided that not less than two meetings are held in a year. The quorum shall be Three (3) members of the Executive Committee, who shall include the President or his appointed member of the Executive Committee. The same applies to the Zonal Executive Committees.
7.4 The General Meeting of all members of the Association may be held once a year and shall be open only to fee paying members of the Association.
7.5 The General Meeting shall be the policy-making and controlling body of the Association, including the formulation and enforcement of a code of conduct for its members.
7.6 At least 60 days’ notice of the General Meeting shall be given to all members. Members may submit items for discussion or resolution to the Executive Committee, to be received 30 days before the date of the General Meeting. Provided a shorter notice shall be deemed proper in the case of an Emergency General Meeting convened by the Executive Committee.
7.7 The General Meeting shall be chaired by the President of the Association or in his absence, by the Vice-President, or by any member appointed by the President or the General Meeting in the absence of both.
7.8 Resolutions on issues at all meetings shall be reached by simple majority vote. Every member shall have the right to one vote.
7.9 A Special Meeting comprising the Board of Trustees and the Executive Committee may be convened following a resolution of the Trustees or the Executive Committee as may be deemed expedient.
7.10 An Emergency General Meeting of the Association may be held as shall be deemed necessary by the Executive Committee.
7.11 Meetings may be held by physical convergence, telephone conferencing, video conferencing, or any other electronic or other communication facility as the convening authority may determine.
ARTICLE 8: GOVERNING BODY
8.1 The Association shall have an Executive Committee made up of Eight (8) offices, consisting of the President, the Vice-President, the General Secretary, Asst. General Secretary, Treasurer, Financial Secretary, 2 ex-officio members (1 from each zone, which shall be the Chairman of each Zone) which shall be responsible for managing the Association in accordance with the resolutions of the General Meeting.
8.2 The Executive Committee of the Association shall in the first instance be: 8.2.1 ……………. - President;
8.2.2 …………….. - Vice-President;
8.2.3 ……………… - General Secretary,
8.2.4……………. - Asst. General Secretary;
8.2.5 ………………….. - Treasurer; and
8.2.6 ……………….. - Financial Secretary;
8.2.7 ...........................- Ex-Officio I: Public Relations Officer;
8.2.8.............................- Ex-Officio II: Assistant to President
8.3 There shall be directorates and such other committees and offices as the Executive Committee may from time to time establish.
8.3.1 There shall be for each Zone, an Executive Committee comprising of representatives of each department in each of the zones from whom its officers shall be elected. These offices shall include The Zonal Chairman, The Zonal Vice-Chairman, Zonal Secretary, Zonal Treasurer, Zonal Financial Secretary and 2 Zonal Ex-Officio Members.
8.4 Duties of the President shall include, but may not be limited to:
8.4.1 To preside or appoint any other member of the Executive Committee to preside at Meetings of the Association;
8.4.2 To direct the General Secretary to convene Executive Committee Meetings;
8.4.3 To be a member of and attend Board of Trustees Meetings
8.4.4 To operate and represent the Association on a daily basis;
8.5 Duties of the General Secretary shall include, but may not be limited to:
8.5.1 To convene meetings and send out requisite notices as directed by the President;
8.5.2 To prepare minutes of all meetings;
8.5.3 To take charge of the secretariat and direct all staff of the Association;
8.5.4 To be responsible for all official correspondence of the Association;
8.5.5 To prepare the annual budgets of the Association with the assistance of the Financial Secretary;
8.5.6 To be the custodian of all records of the Association.
8.6 Duties of the Financial Secretary shall include, but may not be limited to:
8.6.1 To keep adequate records of the Association’s funds;
8.6.2 To prepare and keep all the Association’s vouchers for payment of money as well as the official receipts of the Association;
8.6.3 To present a financial report at the end of each financial year;
8.6.4 To assist the General Secretary in the preparation of budgets;
8.6.5 To develop fundraising plans for the benefit of the Association.
8.7 Duties of the Treasurer shall be to keep custody of the funds and accounts of the Association and ensure the prudent application of same in accordance with the aims and objectives of the Association.
8.8 The Assistant General Secretary shall assist the General Secretary in the discharge of his duties and carry out any other duty as the President may direct.
ARTICLE 9: APPOINTMENT AND TERM OF OFFICE OF THE GOVERNING BODY
9.1 Members of the Executive Committee shall be elected at a general meeting according to the election guidelines to be prescribed by the Electoral Committee from time to time;
9.1.1 After nomination of at least 2 persons for each position by registered members of the Association, voting shall be by show of hands unless voting by secret ballot is suggested in the election guideline.
9.1.2 Every member of the Association has one vote.
9.1.3 A simple majority of members voting carries the vote.
9.2 A member of the Executive Committee may hold office for Four (4) years, subject to re-election. The same term of office applies to the Zonal representatives and the Zonal Executive Committee members.
9.3 A member of the Executive Committee shall cease to hold office if he or she:
9.3.2. Resigns his or her office as Executive;
9.3.3 Ceases to be a member of the Association;
9.3.4 Becomes insane or medically incapable of performing his or her duties as Executive;
9.3.5 Is officially declared bankrupt;
9.3.6 Is convicted of a criminal offence involving fraud or dishonesty by a Court of competent jurisdiction;
9.3.7 Is recommended for removal by the Executive Committee and ratified by a simple majority vote of members present at any meeting of the Association called for that purpose.
9.4 Any vacancy in the Executive Committee shall be filled by the Trustees.
9.5 Each officer of the Association shall serve a maximum of 2 consecutive terms on a post.
9.6 Elections to all offices of the Association shall be by simple majority of accredited members present.
9.7.1 The Executive Committee shall, in not later than Six (6) months to the expiry of its term, appoint a Three-man Electoral Committee to conduct election into the Executive Committee.
9.7.2 The Electoral Committee shall prescribe guidelines for the conduct of election into the Executive Committee.
9.7.3 In the case of inconclusive results, the members of the Electoral Committee shall vote.
ARTICLE 10: SOURCES OF INCOME
10.1 The fund of the Association shall be derived from:
10.1.1 Membership Registration fee of Ten Thousand Naira (N10, 000.00)
10.1.1 Membership dues of Ten Thousand Naira (N10, 000.00) only per Academic Year.
10.1.2 Special contribution by Trustees;
10.1.3 Grants and donations by members and or non-members;
10.1.5 Fund raising activities;
10.1.8 Income from consultancy services;
10.1.9 Grants/Donation through fellowships and special awards; or
10.1.10 Any other source as the Trustees may from time to time approve.
ARTICLE 11: ADMINISTRATIVE ZONES
11.1 For effective organisation of her activities, the Association shall have Six (6) Administrative Zones; to wit:
11.1.1 South-Western Zone, South-Eastern Zone, South-Southern Zone, Middle-Belt Zone, North-Eastern Zone, and North-Western Zone
12.1 The funds of the Association may be applied for such purpose and in such manner as the Executive Committee shall in its discretion determine in accordance with the aims and objectives of the Association.
12.2 All monies received by or on behalf of the Association shall be paid into the Association’s bank account within 72 hours of receipt.
12.3 A Bank account shall be opened for the Association to be operated by the President, General Secretary, and the Treasurer. The President shall be the mandatory signatory. The President and any other signatory shall be competent to operate the Association’s account.
12.4 No member shall, except for money lent or for professional services rendered at the request of the Executive Committee, under any pretext or in any manner receive any profit or emolument from the funds or transactions of the Association.
ARTICLE 13: APPOINTMENT OF AUDITORS
13.1 The Association shall appoint an Auditor who shall audit the account of the Association annually and submit report. He shall have access to all accounts, statements and records of the Association for examination and report.
ARTICLE 14: AMENDMENT OF CONSTITUTION
14.1 The Executive Committee may propose amendment to this Constitution.
14.2 Such proposed amendment must be incorporated in the notice to members of the Association while convening the General Meeting.
14.3 The proposed amendments shall be discussed at a General Meeting of the Association, and if approved by a Two-Third majority of members present at the meeting, the Constitution shall be accordingly amended, subject to approval by the registering authorities.
ARTICLE 15: DISPUTES
15.1 If a dispute arises between members of the Association about the validity or propriety of anything whatsoever done by the members, Executive Committee, Trustees or any other arm under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by taking it to the Executive Committee in the case of dispute between member or members and Executives, or by taking it to the Board of Trustees in the case of dispute between Trustees or Executive Committee and Trustees, and if it fails, by mediation, and if Mediation fails, by arbitration before resorting to litigation.
ARTICLE 16: SPECIAL CLAUSE
16.1 THE INCOME AND PROPERTY of the Incorporated Trustees of The Association of Philosophy Professionals of Nigeria shall be applied solely towards the promotion of the objectives of the body as set forth or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Association.
PROVIDED that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or servant of the Association in return for any service actually rendered to the Association.
16.3 In the event of winding up or dissolution of the Association, if there remains after the satisfaction of all her 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 another organisation or association, having objects similar to those of the Incorporated Trustees of The Association of Philosophy Professionals of Nigeria, such organisation or association to be determined by members of The Association of Philosophy Professionals of Nigeria at or before the time of dissolution.
16.4 If effect cannot be given to the aforesaid provisions, then the property shall be transferred to some other charitable object or cause.
17 CITATION AND COMMENCEMENT
This Constitution shall be cited as ‘Constitution of the Association of Philosophy Professionals of Nigeria’ and shall take effect from the day it is registered by the Corporate Affairs Commission.
DATED THIS........... DAY OF ................................, 2018.