THE FEDERAL REPUBLIC OF NIGERIA
THE CONSTITUTIONOF
AVER MEMORIAL FOUNDATION
( AMEFOND)
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A NON-GOVERNMENTAL ORGANIZATION
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SECTION I
Clause 1 NAME: The name of the Foundation is AVER MEMORIAL
FOUNDATION.
Clause 2 INCORPORATION: The Foundation shall be registered in
accordance with the laws of the land and shall have its
registered office in the Federal Republic of Nigeria.
Clause 3 VISION: To be a leading centre of excellence for the restoration
of hope for the hopeless.
Clause 4 MISSION: Our mission shall be to harness financial and material
resources, build learning centres, and provide scholarships
to help deprived children and youths to attain their full
potential in life.
Clause 5 OUR CORE VALUES: Honesty, Humility, Service, Dedication,
Fear of God.
SECTION II
Clause 6 Objectives of the Foundation
Section 6.1 The objects for which the foundation is established are to:
a) Establish pre-school learning centres for disadvantaged children;
b) Establish primary schools for children with special needs;
c) Publish books in English and vernaculars;
d) Offer scholarships at different levels of education;
e) Work with other NGOs engaged in similar ventures both locally and internationally;
f) Organize enlightenment campaigns for parents and guardians with a view to helping their wards attain their full potentials;
g) Solicit financial assistance from the federal, state and local governments on behalf of the disadvantaged children;
h) Establish branches throughout the country and abroad with the sole aim of getting local and international organizations buy into the aims and aspirations of AMEFOND.
i) Organize fund raising activities and engage in sale of various items to the public;
j) Carry out any other projects/programmes that are incidental to the realization of the aims and objectives of the Foundation.
SECTION III
Clause 7 ORGANIZATIONAL STRUCTURE
Section 7.1 The affairs of the Foundation shall be steered by a three layer
organizational structure comprising:
The Board of Trustees
The Board of Governors
The Management Team
Clause 8 The Board of Trustees
Section 8.1 There shall be a five member board hereinafter referred to as The
Trustees. Persons to be appointed to the Board of Trustees shall be men and women of impeccable character and experience. It shall be headed by a chairman and the Executive Director/Chief Executive Officer of the Foundation shall serve as secretary.
Section 8.2Authority and /Responsibility of the Board of Trustees
8.2.1Formulate policies and general guidelines on how to achieve the
vision of the Foundation.
8.2.2 Serve as the highest decision making body of the Foundation.
8.2.3 Approve the appointment of key personnel for the Foundation.
8.2.4 Hold in trust the assets of the Foundation.
8.2.5 Work arduously to enhance the financial position of the
Foundation.
8.2.6 Ratify Annual/Audit Reports.
8.2.7 Enter into agreement with third parties on behalf of the
Foundation, and represent the Foundation in all arbitration cases.
8.2.8 Protect and promote the corporate image of the Foundation.
Section 8.3 Resignation/Replacement
F A Trustee may voluntarily resign his/her appointment by tendering a letter of resignation at least one month to the effective date of intended resignation.
F A Trustee shall be advised to vacate his/her position if declared medically insane or declared bankrupt.
F When a vacancy exists as indicated here above, it shall be filled through nomination by the Executive Committee (see ahead) and endorsed by majority members of the Trustees.
Section 8.4 Meetings/Quorum
The Board of Trustees shall meet at least twice a year. Three members including the Executive Director/CEO shall form a quorum. Notwithstanding this provision an extra-ordinary meeting can be held if circumstances warrant it.
Clause 9 The Board of Governors
There shall be a Board of Governors hereinafter called the Board of Governors. It shall comprise of seven members with Executive Director/CEO as Secretary.
Section 9.1Appointment/Term of Office
Members of the Board of Governors shall be appointed by the Board of Trustees and they shall hold office for a period of five (5) years and shall be eligible for a second term of another five (5) years. No member shall be allowed to hold office more than the two consecutive terms.
A member shall continue to hold his/her position on the Board of Governors unless disqualified by the reasons stated in Section 8.3 of this constitution. Additionally membership shall be forfeited if a member is convicted of a criminal offence by a court of competent jurisdiction or is unable to discharge his/her duties. The replacement of a member is akin to that in Section 8.3.
Section 9.2 Duties of the Board of Governors
a) Provide strategic direction and general supervision of the
Foundation.
b) Formulate Rules and Regulations governing the running of the
Foundation.
c) Initiate new programmes and fund raising activities to enrich the
coffers of the Foundation.
d) Approve appointment/promotion of staff and handle disciplinary
cases.
e) Approve annual plans/budgets and monitor and evaluate
performance.
f) Hold Board meetings as stipulated in the constitution.
g) Monitor the financial performance and ensure accountability in all
transactions.
h) Liaise with governments and other organizations on behalf of the
Foundation.
Section 9.3 Meetings/Quorum
The Board shall meet four (4) times in a year with a proviso for an emergency/extra-ordinary meeting if need arises. Four members plus the Chairman and Executive Director/CEO shall constitute a quorum.
Clause 10 Board Committees
The constitution provides for the appointment of Board Committees to handle matters that occur in between board meetings. All decisions taken by the various Committees are brought to the Board by the Executive Director for ratification.
There shall be three Board Committees as hereunder:
Executive Committee
Finance & Accounts Committee
Projects/Programmes Committee
Section 10.1 Executive Committee
Four board members including the Executive Director shall serve on the Executive Committee. The Committee may co-opt relevant Heads of Departments to sit on its meetings, but will have no voting rights. The tenure of the Committee shall be determined by the Board. It will among others deliberate on matters brought before it by the other Committees on behalf of the board. Handle the recruitment of senior personnel, and any other urgent matters that may require board’s urgent attention.
Two board members and the Executive Director shall constitute a forum for their meetings.
Sub-section 10.2 Finance & Accounts Committee
The Finance and Accounts Committee shall comprise three board members including the Executive Director and the Head of Finance Department and one other relevant Head of Department; the last two in non-voting capacities. They will oversee the revenue accruing to the Foundation and monitor expenditure based strictly on approved budget.
Advise board on financial levels of authority and staff remuneration.
The Committee shall play an active role in Fund Raising Activities, and judicious use of proceeds thereof. It will also oversee the relationship between the Foundation and the banks. It shall initiate new avenues for fund generation both locally and internationally.
The tenure shall be as determined by the board. The forum at meetings shall be two board members and the Executive Director. They will elect their own chairman, while secretarial services shall be rendered by Management.
Section 10.3 Projects/Programmes Committee
Three board members and the Executive Director shall make up this Committee. Like the other board committees, its tenure shall be as directed by the board; and a chairman shall also be appointed by the board. But at its sittings, any board member could act as chairman if the substantive chairman is absent. The quorum at their meetings shall be two board members and the Executive Director. They will scrutinize short and long term plans of the Foundation and work with the Management on projects/programmes to be presented to the board. They will be involved in the procurement processes of materials and services for major jobs.
Note: The Board Committees shall adhere strictly to the provision of the quorum at their meetings and they should meet minimum quarterly. The Management Team shall provide secretarial services for each Committee.
Clause 11 The Management Team
The Management Team shall be headed by the Executive Director/ Chief Executive Officer. The Foundation shall have key Departments like Finance & Accounts. Personnel & Administration, Planning & Statistics. Subsequent departments/sections/units shall be created as need arises.
Section 11.1 The Executive Director/Chief Executive Officer
The board shall appoint an Executive Director/CEO who will be the administrative head of the foundation; his appointment shall be ratified by the Trustees. He will be responsible to the board on the day to day running of the Foundation activities. He shall serve on all the important Committees and shall be the link person between those Committees and the board. He shall serve also as secretary on the Board of Trustees.
Section 11.2 Functions & Responsibilities of the Management Team
a) Recruitment of junior and intermediate cadre and their supervision.
b) Maintain high work standard and discipline among the staff.
c) Prepare plans/annual budgets and implement all approved
programmes of the Foundation.
d) Initiate various forms of fund raising and new programmes.
e) Prepare performance reports for board’s attention.
f) Maintain the core values of the Foundation and represent it to the outside world as a responsible and good corporate citizen.
SECTION IV
Clause 12 SPECIAL PROVISIONS
Section 12.1 These provisions guide the general behaviour of all persons working
for the Foundation in keeping with similar practices in all public and
private organizations.
Clause 13 Our motto: Service to humanity
Clause 14 Common Seal: The Common Seal of the Foundation shall be in the
custody of the Executive Director, who will keep it safely on behalf of the Trustees. All official documents of the Foundation shall be signed by the appropriate authority and sealed with the official Seal.
The concentric circles of the Seal shall have “Aver Memorial Foundation “ engraved and the space in the centre shall be inscribed with, AMEFOND.
Clause 15 Beneficial Interest of Members of the Board of Trustees , Governors
Section 15.1 The income and property of Aver Memorial Foundation
wheresoever derived shall be applied towards the promotion of the
objectives of the Foundation as set forth in Clause 6, and no part thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to staff and board members of the Foundation.
Section 15.2 Provided that nothing herein shall prevent the payment in good
faith of reasonable and proper remuneration to any board member or staff of the Foundation for services rendered to it. However, no member of the board of Trustees and Governors or Officers of the Management Team shall have a proprietary or personal interest in any property of the Foundation or be appointed to salaried office or any office of the Foundation paid by fees, and that no remuneration or other benefit in money or monies shall be given by the Foundation to any member of such Trustees or Board except repayment of out of pocket expenses or reasonable or proper rent for premises demised or let to the Foundation.
Provided that the provision aforesaid shall not apply to any payment to any company in which such a member shall hold not more than 100th part of the company and such member shall be bound to account for any share of profit he/she may receive in respect of any such payment.
Clause 16 Revision of the Constitution
No alterations, changes, additions, and amendments shall be made to this constitution except the proposition is sent to the Executive Director in writing with a proposer and a seconder for the consideration and approval by the Board and Trustees.
Clause 17 Winding-Up
the case of winding-up affairs of the Foundation, and if there remain,
after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid or distributed among the staff or board members. There shall be transfer of such property or any other items belonging to the Foundation to another body or bodies with similar objectives as those of AMEFOND; and the body or bodies are prohibited from distributing among its or their members to an extend as provided in this special clause. The decision to effect the transfer as stated in this provision shall be that of the Board of Directors endorsed by the Trustees.
