Non profit

Follow this template for the Constitution for Incorporated Trustees from the Nigeria Corporate Affairs Commission (CAC) to see all required components.

See here for a sample constitution from Open Source Foundation Nigeria.

The Constitution should include:

ARTICLE 1: PREAMBLE We, members of the above named organisation, a non-profit and non-political organisation do provide for ourselves a constitution and hereby resolve to be governed by the provisions herein contained.

ARTICLE 2: ADDRESS The registered office address shall be situated in Nigeria.

ARTICLE 3: AIMS AND OBJECTS The aims and objects of the association are: [list objectives] To do all such other lawful things as may be considered to be incidental or conducive to the attainment of the above objects or any of them.

ARTICLE 4: TRUSTEES

• The Trustees of [Company Name] for the purpose of the Companies and Allied Matters Act, Part C shall be elected at a General Meeting with simple majority votes of members present.
• Such Trustees (hereinafter referred to as “The Trustees’’) shall not be less than. …………… and not more than ………………in number. A Trustee may hold office for life or for …………… years but shall cease to hold office if he: i. resigns his office ii. becomes insane. iii. is officially declared bankrupt. iv. is convicted of a criminal offence involving dishonesty by a Court of competent jurisdiction. v. is removed by a resolution of 2/3 majority votes of members at the General Meeting of the Association. vi. ceases to reside in Nigeria.
• Upon a vacancy occurring in the number of Trustees a General Meeting shall be held to appoint another eligible member of the body.

ARTICLE 5: COMMON SEAL

• The Trustees shall have a Common seal.
• Such Common seal shall be kept in the custody of the ……………. who shall produce it when required for use by the Trustees.
• All documents to be executed by the Trustees shall be signed by the Chairman and Secretary and sealed with the Common seal.

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

The quorum for such meetings shall be: Simple majority of members present at the general meeting.

ARTICLE 7: GOVERNING BODY

ARTICLE 8: SOURCES OF INCOME

ARTICLE 9: DISBURSEMENT OF FUND

ARTICLE 10: KEEPING OF ACCOUNT The Association shall ensure the accurate keeping of record of all income and expenditure.

ARTICLE 11: APPOINTMENT OF AUDITOR(S) Auditors shall be appointed by the ……………………………… to audit the financial record of the Association and submit an audited report to the General Meeting of the Association.

ARTICLE 12: BY-LAW AND AMENDMENT OF CONSTITUTION The association may enact By-law for effective day to day administration or management. The provisions of the By-law shall not be inconsistent with the provisions of this constitution and shall before it becomes operational be registered with the Commission. The Registered Bye-law shall be effective and binding on all members and organs of the association. The association may alter the provisions of this constitution or the by-law at a general meeting by a resolution passed by simple majority of its members and approved by the Commission.

ARTICLE 13: SPECIAL CLAUSE THE INCOME AND PROPERTY OF THE: ……………………………………… How so ever derived shall be applied solely towards the promotion of the objects 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 otherwise howsoever by way of profit, to the members of the body. PROVIDED that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration of an officer or servant of the body in return for any service actually rendered to the body or association provided that:

• with the exception of ex-officio members of the governing council no member of a council or management or governing body shall be appointed to any salaried office of the body, or any office of the body paid by fees; and
• 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 body except repayment of out of pocket expenses or reasonable and proper rent for premises demised, or let to the body or reasonable fees for services rendered.

If in the event of a winding up or dissolution of the body there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the association, but shall be given or transferred to some other institutions having objects similar to the objects of the body, such institutions to be determined by the members of the association at or before the time of dissolution.

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

The Constitution should include the signatures of the Chairman and Secretary.

For Profit

Memorandum of Association

1. The memorandum of every company shall state: a. the name of the company; b. that the registered office of the company shall be situated in Nigeria; c. the nature of the business or businesses which the company is authorised to carry on, or, if the company is not formed for the purpose of carrying on business, the nature of the object or objects for which it is established; d. the restriction, if any, on the powers of the company; e. that the company is a private or public company, as the case may be; f. that the liability of its members is limited by shares or by guarantee or is unlimited, as the case may be.
2. If the company has a share capital: a. the memorandum shall also state the amount of authorised share capital, not being less than 10,000 in the case of a private company and 500,000 in the case of a public company, with which the company proposes to be registered, and the division thereof into shares of a fixed amount; b. the subscribers of the memorandum shall take among them a total number of shares of a value of not less than twenty-five per cent of the authorised share capital; and c. each subscriber shall write opposite to his name the number of shares he takes.
3. A subscriber of the memorandum who holds the whole or any part of the shares subscribed by him in trust for any other person shall disclose in the memorandum that fact and the name of the beneficiary.
4. The memorandum of a company limited by guarantee shall also state that: a. the income and property of the company shall be applied solely towards the promotion of its objects, and that no portion thereof shall be paid or transferred directly or indirectly to the members of the company except as permitted by or under this Act; and b. each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company, and of the cost of winding up, such amount as may be required not exceeding a specified amount and the total of which shall not be less than 10,000.
5. The memorandum shall be signed by each subscriber in the presence of at least one witness who shall attest the signature.
6. The memorandum shall be stamped as a deed.

SOURCES

Non Profit

• Nigeria Corporate Affairs Commission (CAC) Constitution for Incorporated Trustees Open Source Foundation Nigeria Sample Constitution

For Profit

• Nigeria Companies and Allied Matters Act (Chapter 59).