CONSTITUTION

A Distinct Identity

2015 IWS Constitution

Section 1 NAME
The name of the organisation shall be The International Women’s Society, Nigeria (“the Society”).


Section 2 HEAD OFFICE
The head office of the Society is in Lagos, Nigeria.


Section 3 AIMS AND OBJECTS
The aims and objects of the Society shall be:

a. To foster and promote international understanding among all people.
b. To work for the advancement of women and children in Nigeria.
c. To help provide cultural exchange for women of all races in the areas of homemaking, professional networking, children, social welfare, health, home finance, and education.
d. To discuss and proffer solutions to problems affecting women and children in Nigeria.
e. To endeavour to establish relations with similar organisations in Nigeria and other Countries.
f. To aid worthwhile welfare and charitable projects.
g. To encourage and develop the common interest of women.
h. To set up, manage, supervise and or be involved in the running of institutions e.g. Homes and Skills’ Acquisition Centres in furtherance of the above-stated objects.


Section 4 OPERATIONAL POWERS
The Society has the power to do anything which is calculated to further its purpose or is conducive or incidental to doing so.


Section 5 MANAGEMENT OF THE SOCIETY.
a. The Society shall be managed by the Executive Committee which, shall be responsible for the planning and execution of the business of the Society.
b. The following shall be members of the Executive Committee: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Membership Secretary, Assistant Membership Secretary, Newsletter Editor, Assistant Newsletter Editor, Programme Secretary, Assistant Programme Secretary, Hospitality Secretary, Assistant Hospitality Secretary, Legal Adviser, Immediate Past President, Chairperson of each Standing Committee, and five (5) Ex-officio members.
c. The Executive Committee shall be elected at the Annual General Meeting. No member shall be elected to the same post in the Executive Committee for more than one (1) term of three (3) years.


Section 6 REGISTERED TRUSTEES (RULES/REGULATIONS)
a. The registered trustees of the Society (“Trustees”) shall be the governing body of the Society. Such trustees shall not be less than five (5) and not more than ten (10) in number.
b. Only persons who are fit and can hold property shall be eligible to be considered for nomination and appointment as Trustees.
c. Upon a vacancy occurring in the numbers of Trustees, nominations in respect thereof shall be made by the Executive Committee for approval by the Trustees. The approved nominee(s) shall be appointed at an annual or extraordinary general meeting by a two thirds (2/3) majority vote of the paid up members present.
d. Trustees shall accept their appointment and signify their intention to retire in writing.
e. A Trustee may hold office for life but a Trustee shall cease to hold office if she:
        i) Resigns her office.
        ii) Ceases to be a member of the Society.
        iii) Becomes insane.
        iv) Is officially declared bankrupt.
        v) Is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction.
        vi) Is removed from office by a resolution proposed by a majority of the Trustees and voted upon by a two-thirds (2/3) majority      of  the paid-up members at an annual or extraordinary general meeting of the Society.
f. Trustees shall have power to hold in trust all land belonging to the Society and to acquire land on behalf of the Society,  subject to such condition as the Corporate Affairs Commission (“CAC”) may impose.
g. COMMON SEAL The Society shall have a common seal. Such a seal shall be kept in the custody of the Secretary who shall produce it when required for use by the Trustees. All documents which are required to be executed by a Trustee shall be signed by such of them and sealed with the common seal.
h. The Trustees shall apply to the Corporate Affairs Commission for Certificate of Incorporation as a corporate body under the Companies and Allied Matters Act in force.


Section 7 QUALIFICATION FOR MEMBERSHIP
Women of any race, colour or creed whose ideals are in agreement with the stated objects of the Society and who are willing to work towards those objects shall be eligible for membership.


Section 8 MEMBERSHIP
a. The number of members shall be limited at the discretion of the Executive Committee but shall not exceed five hundred (500) members, including life members.
b. Notwithstanding the foregoing, any number of Honorary Members (as more particularly described in section 14 hereof) may be admitted to the Society in any given year, save that it shall be noted in the register and the directory that such member is an Honorary Member.
c. The Society shall keep a register of all its members, consisting of the members’ full names, nationality, address at which notices may be effectively served on that individual, the business/occupation of the member, and the date on which she became a member and (where applicable) ceased to be a member. This duty shall be executed by the Membership Secretary.


Section 9 APPLICATION FOR MEMBERSHIP
A candidate applying for membership shall complete an application form to be signed by two (2) active sponsors, who shall have been paid-up members of the Society for at least one (1) year. Each candidate shall attend at least three (3) meetings of the Society within the six (6) month period immediately preceding her application, which shall also be supported by written recommendations from both sponsors.


Section 10 ADMISSION OF MEMBERS
a. The Executive Committee shall consider applications for membership quarterly in January, April, July and October of each year.
b. Immediately upon approval of a candidate for membership, a notice shall be sent to her by the Membership Secretary, and she shall be furnished with a copy of the Society’s Constitution with a request to remit the amount of her entrance fee and first-year subscription fee within one (1) month of said notice. If the entrance fee and first-year subscription fee are not paid within three (3) months from the date of the request, the admission of such candidate as a member shall be void, unless she shall satisfy the Executive Committee as to the reason for the delay in payment.
c. Upon payment, such candidate shall become a member of the Society and be entitled to all privileges of membership under this Constitution.

Section 11 ENTRANCE FEE
Each new member shall pay an entrance fee, the quantum of which shall be as determined by the Executive Committee from time to time.


Section 12 ANNUAL SUBSCRIPTION
Annual Subscriptions which shall be determined by members at the Annual General Meeting from time to time shall fall due on the first day of January in each year. Those members whose subscriptions are not paid by the thirtieth (30th) day of June shall be dropped from the mailing list of the Secretary and Newsletter Editor.


Section 13 APPLICATION FOR LIFE MEMBERSHIP
Any person who has been a paid-up member of the Society for not less than ten (10) years and has actively served on one of the Society’s Committees for a period of not less than two (2) years shall be eligible for consideration as a life member. Application for life membership shall be made in writing to the  Secretary and shall be subject to the payment of N50,000.00 (Fifty Thousand Naira) or such fee as the Executive Committee may decide from time to time.


Section14 HONORARY MEMBERS
a. The Executive Committee may invite as Honorary Members, women whose membership of the Society will be of continuous benefit to it, including but not limited to, First Ladies of States, official wives of  traditional rulers, patrons of other societies, female heads of diplomatic missions or wives of heads of diplomatic missions, provided that not more than two (2) Honorary Members shall be admitted per year.
b. Honorary Members shall not be required to pay the entrance fee or annual subscriptions. Honorary members shall be entitled to all benefits and privileges of membership except that they shall not be entitled to vote at any meeting. Honorary Members may apply to be full members.


Section 15 RESIGNATION OF MEMBERS
Any member may resign her membership by giving notice in writing to the Secretary. In the case of a resigning officer of the Society, sufficient handover notes should be submitted to her successor, where one has been identified, or to the Secretary.


Section 16 COMMITTEES
a. The following Committees shall be designated Standing Committees:

        i. Day Nursery
        ii. Social Services
        iii. Scholarship
        iv. Skills Acquisition Centres
        v. LUTH Library/Trolley
        vi. Widows Trust Fund
b. Each Standing Committee shall have a Chairperson, elected for a three (3) year term, a Secretary, and a Financial Secretary. Each Standing Committee shall be represented on the Executive Committee by their respective Chairpersons.
c. Each Standing Committee shall submit a joint monthly written report of its activities and a statement of account to the Executive Committee. Such report shall be signed the Chairperson and Secretary of the Standing Committee.
d. Each Standing Committee may operate a bank account separate from the main one held by the Society, subject to there being a written mandate on the opening of the account to the bank that all cheques must be countersigned by the President or the Treasurer of the Society.
e. All disbursements from such account must first be approved by the Executive Committee.
f. Each Standing Committee shall stand dissolved at the end of the term of the Chairperson. All former members can volunteer to rejoin the Standing Committee if they so desire.
g. At the end of their term, any executive who shall have served no less than two (2) terms may be put forward for nomination as an ex officio member.
h. The Executive Committee may create Adhoc Committees for special purposes as when it deems necessary or expedient. Such Adhoc Committees shall conduct their day to day business in accordance with the laid down directives of the Executive Committee.
i. Where such Adhoc Committees are created, the Executive Committee shall determine the terms and conditions on which the delegation is made. The Executive Committee may at any time alter those terms and conditions, or revoke such delegation of powers in a bid to ensure that the true spirit, intent and purpose of what the Society stands for is carried out.
j. The Adhoc Committees shall make presentations to the Executive Committee through their respective Chairpersons, when required by the Executive Committee.


Section 17 NOMINATIONS COMMITTEE
a. There shall also be a Nominations Committee selected each year by the Executive Committee. The Nominations Committee shall comprise of five (5) members: two (2) members of the Executive Committee as well as three (3) members selected from the general membership. The Chairperson of the Nominations Committee shall be a past president of the Society.
b. The Nominations Committee shall be constituted three (3) months before the Annual General Meeting of each year. Not less than two (2) months before the Annual General Meeting, the Nominations Committee shall circulate amongst members, the positions vacant on the Executive Committee and Standing Committees for elections.
c. Not less than one (1) month before the Annual General Meeting, the Nominations Committee shall circulate amongst members, the names of members who have indicated in writing their express wish to be elected to the vacant positions on the Executive Committee and Standing Committees.
d. A candidate for election shall not be a member of the Nominations Committee and shall be in good financial standing with the Society.
e. Notwithstanding the above, and in a situation where there are vacancies, members who so desire to serve and not already nominated, may be nominated on the floor at the Annual General Meeting.
f. Any member of the Executive Committee who cannot for any reason complete her term of office shall endeavour to submit such in writing to the Executive Committee not later than two (2) months before an Annual General Meeting, for a declaration of vacancy.


Section 18 QUALIFICATION FOR OFFICE
a. The Vice President of the Association shall automatically succeed the President.
b. Any candidate nominated for the post of Vice President must have been an active member of the Society for at least ten (10) years, must have served for at least two (2) terms as an officer of the Society, and must be in good financial standing with the Society.
c. However, an expatriate member living temporarily in Nigeria for a period of two (2) years or less, can be nominated for the post of Vice President after having been an active member of the Society for at least one (1) year during which period she must have attended sixty percent (60%) of the Society’s meetings.
d. For the avoidance of doubt, a Nigerian citizen shall not be regarded as an expatriate under this Constitution.


Section 19 TERM OF OFFICE
A term of office means three (3) consecutive years in the same office, except in the case of the President and Vice President, who shall each hold office for only one (1) year, respectively.


Section 20 VACANCIES
The Executive Committee shall have the power to appoint a general member to fill any vacancy that arises within that year on the Executive Committee until the next Annual General Meeting when the ratification or otherwise of such appointment shall be sought. Where possible, particularly with regard to the positions of Treasurer and Secretary, the appointee shall serve with the ongoing officer for at least one (1) month before the end of the term of the outgoing officer to ensure a
measure of continuity in the affairs of the Society.


Section 21 MEETINGS OF THE EXECUTIVE COMMITTEE
a. The Executive Committee shall meet at least once a month, except for the month of August, during the annual vacation, to deal with the affairs of the Society.
b. The Executive shall decide when their meetings are to be held and what notice is required.
c. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken.
d. The quorum at such meeting shall be eight (8) members. The President or in her absence the Vice President, or in their absence any member of the Committee chosen by members present, shall preside.
e. Questions arising at a meeting shall be decided by a majority of those eligible to vote.
f. In case of an equality of votes, the person who presides over the meeting shall have a second or casting vote.
g. Minutes shall be taken of the proceedings of every meeting and shall be kept in a book which shall be open to inspection by any member of the society. This duty shall be executed by the Secretary.


Section 22 ANNUAL GENERAL MEETING
The Annual General Meeting shall be held each year at such time (being not more than fifteen (15) months after the preceding Annual General Meeting) as shall be fixed by the Executive Committee for the following purposes:
a. To receive from the Executive Committee a report, balance sheet and statement of accounts for the preceding financial year, and an estimate of the receipts and expenditure for the current financial year.
b. To receive a report from all Standing or other Committee(s).
c. To elect the Executive Committee and appoint an Auditor.
d. To decide on any resolution which is submitted to the meeting as provided in Section 23 hereof.


Section 23 RESOLUTIONS
Any member desirous of moving any resolution at the Annual General Meeting, must be a paid-up member, and shall give notice in writing of such resolution to the Secretary, not less than one (1) month before the date of such meeting.


Section 24 GENERAL MEETINGS
a. The Society shall endeavour to hold its General Meetings once a month. A month at least before the Annual General Meeting or two (2) weeks at least before a General Meeting or one (1) week at least before an Extraordinary General Meeting, a notice of such meeting and of the business to be transacted shall be sent to every member and no business other than that of which notice has been given shall be brought forward at such meeting. Balance Sheets, Statement of Accounts and Estimates shall be circulated to members at least fourteen (14) days, or where agreed by members, seven (7) days before the Annual General Meeting.
b. At all General Meetings of the Society, the President, or in her absence the Vice President, or in their absence, any member is chosen from among the members present at such meeting, shall preside. Every member present shall be entitled to one (1) vote on each motion and in case of any equality of votes, whosoever presides at the meeting shall have the casting vote.


Section 25 EXTRAORDINARY GENERAL MEETING
The Executive Committee may at any time for any purpose, call an Extraordinary General Meeting and it shall do so upon the requisition in writing of twenty-five (25) members, who must be paid-up members, stating the purpose for which the meeting is required.

Section 26 FINANCIAL YEAR
The Financial Year of the Society shall end on the 31st of December of each year, to which day the accounts of the Society shall be balanced.

Section 27 TREASURER
The Treasurer shall keep insured all the Society’s properties including cash in transit with an insurance office of repute. The Treasurer shall keep proper account and shall make a general report to the Executive Committee monthly,
PROVIDED that the Treasurer shall not be held responsible for any loss or inaccuracy which may occur through no fault of her own.


Section 28 BANK ACCOUNTS
a. The Society shall maintain bank accounts under the following name: INTERNATIONAL WOMEN’S SOCIETY, which shall be the main account of the Society and the Treasurer shall deposit all payments to the Society into such account.
b. The Society may also maintain bank accounts under the following names:

INTERNATIONAL WOMEN’S SOCIETY (Social Services),
INTERNATIONAL WOMEN’S SOCIETY (Day Nursery),
INTERNATIONAL WOMEN’S SOCIETY (Scholarship),
INTERNATIONAL WOMEN’S SOCIETY (Skills Acquisition Centres),
INTERNATIONAL WOMEN’S SOCIETY (LUTH Library/Trolley),
INTERNATIONAL WOMEN’S SOCIETY (Widows Trust Fund).
c. The Standing Committees shall deposit all fund/donations received into these accounts. At the discretion of the Executive Committee additional bank accounts may be opened as required. All cheques issued on the Standing Committee accounts shall be signed by one (1) “A” signatory and one (1) “B” signatory. The “A” signatory shall be the Financial Secretary or Chairperson of the Standing/Committees and the “B” signatory shall be the Treasurer or President of the Society.


Section 29 AUDITOR
The Society shall appoint a reputable professional accountant or firm of professional accountants as Auditors at the Annual General Meeting. The Auditor shall as soon as practicable, audit the accounts of the Society. A vacancy occurring in the office of Auditor before the next Annual General Meeting shall be filled by the Executive Committee.


Section 30 ADDRESS LIST
a. Every year a current list of all members’ addresses and contact details including email addresses shall be published with a separate list of the Past Presidents and Secretaries. Members shall communicate to the Membership Secretary any change in addresses to keep this list current.
b. At the start of each Executive Year, an updated list of all general members’ addresses and contact details including email addresses and payment status shall be made available to the President, Treasurer, Secretary, Newsletter Editor and Legal Adviser by the Membership Secretary.


Section 31 AFFILIATIONS
The Society has power to affiliate with other existing women’s clubs, societies or organisations whose stated aims and objects are similar to those of the Society subject to such condition(s) as the Executive Committee shall determine.


Section 32 WINDING UP AND DISSOLUTION / SPECIAL CLAUSE
Any decision to wind up or dissolve the Society can be taken by the unanimous resolution of the members or by a resolution passed by a seventy-five per cent (75%) majority of those eligible to vote at an Annual or Extraordinary General Meeting of the members. After paying all debts and liabilities, the remaining assets of the Society shall be transferred to other institution(s) having objects similar to the objects of the Society.


Section 33 LIABILITY OF MEMBERS TO CONTRIBUTE TO THE ASSETS OF THE SOCIETY IF IT IS WOUND UP
Members of the Society have no liability to contribute to its assets if it is wound up, and accordingly, have no personal responsibility for the settlement of its debts and liabilities.

Section 34 APPLICATION OF THE SOCIETY’S ASSETS ON DISSOLUTION
Any resolution for the Society may contain a provision directing how any assets remaining after the payment of its debts shall be applied. If the resolution does not contain such provision, the Society must decide how any assets remaining after the payment of its debts if any, shall be applied. In either case, the assets must be applied for charitable purposes the same as or similar to those of the Society.


Section 35 AMENDMENT TO CONSTITUTION
a. This Constitution may be added to altered or amended at any Annual or Extraordinary General Meeting, provided that any such change of the Constitution is carried by a resolution passed by a simple majority of the members present and voting at the meeting.
b. A copy of the proposed amendment shall be sent to members at least fourteen (14) days prior to the Annual or Extraordinary General Meeting.
c. A copy of the resolution together with a copy of the Society’s Constitution as amended must be sent to the CAC within fifteen (15) days from the date of passing of the resolution.


Section 36 INTERPRETATION OF CONSTITUTION
The Executive Committee after consultation with the Trustees shall be the sole authority for the interpretation of this constitution. The decision of the Executive Committee on any matter affecting the Society and not provided for by this Constitution shall be final.


Section 37 QUORUM FOR MOTIONS ON THIS CONSTITUTION
The quorum at the Annual or Extraordinary General Meeting for motions proposing any alteration, addition to or amendment of the Constitution shall be twenty-five per cent (25%) of the paid-up members of the Society. If within half an hour of the stated time, a quorum has not been formed, the meeting shall be adjourned. At the next meeting, all the members present shall be entitled to proceed with the meeting as if the required quorum had been formed.


Section 38 ADOPTION OF THE CONSTITUTION
This Constitution is adopted in Lagos this 9th day of February, 2016

 

INTERNATIONAL WOMEN'S SOCIETY, NIGERIA

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