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CONSTITUTION
ABWA – ACCRA, GHANA
Table of Contents
Section 2
Nature of the Association
Section 3 Governing
Law and Place of Registration
ARTICLE 2 MEMBERSHIP,
RIGHTS AND RESPONSIBILITIES
Section
2 Members Rights and Responsibilities
Section
3 Cessation of Membership
Section
2 The General Assembly
ARTICLE 5 FINANCE,
FUNDING AND AUDIT
Section
2 Financial Provisions
Section
3 Annual General Meeting
Section
1 Administrative Office
Section
3 The Executive Secretary
ARTICLE 11 TRANSITIONAL
PROVISIONS
ARTICLE 12
INTEPRETATION AND CONFLICTS
OF GOVERNING DOCUMENTS
ACRONYMS
ABWA Association
of Accountancy Bodies in West Africa
IASB International
Accounting Standards Board
ICAG Institute
of Chartered Accountants, Ghana
ICAN Institute
of Chartered Accountants of Nigeria
IFAC International
Federation of Accountants
PAFA Pan
African Federation of Accountants
PAO Professional
Accountancy Organisation
SMOs Statement of
Membership Obligations
DEFINITIONS
In this Constitution:
A duly constituted
meeting is a Council or Executive Committee meeting (a)
for which due notice has been provided to the appropriate members, or for which
notice has been waived in accordance with the Bye-laws, and (b) at which a
quorum of the members, has been established.
All Sections and
Articles Note: All references in this Constitution refer to
the provisions of this
Constitution,
unless otherwise stated.
Bye-laws means the Bye-laws of ABWA as approved by the
Council of ABWA in accordance with the provisions of this Constitution.
Congress means
a gathering of delegates of member bodies, friends and invited
guests
for the exchange and dissemination of professional knowledge and
views.
Council means
the Council of ABWA.
Council Meeting refers to both an Ordinary Meeting and
Special Meeting of the Council.
Delinquent Member
Body means
a member body that has failed to pay its financial contributions
within
three months of the date that such contributions fall due.
General Assembly means a General Assembly of ABWA held on
the occasion of every Congress.
Good Standing means that the member body, associate
or affiliate, as the case may be, which has not been suspended.
Member Body means a professional accountancy
organization that has been admitted by the Council to ABWA.
Suspended Member
Body means
that although not in good standing, such member body continues to
retain its status as a member body but shall
not be entitled to the rights and privileges of a member body.
Statements of
Membership means
requirements established by IFAC and adopted by ABWA for
Obligations full members and associates to
promote, incorporate and assist in implementing international standards issued
by IFAC and IASB.
West Africa shall
comprise the following countries:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9) Guinea Bissau
(10) Liberia
(11) Mali
(12) Mauritania
(13) Niger
(14)
(15)
(16)
(17)
The
(18)
Togo
PREAMBLE
We, the members of the Association of
Accountancy Bodies in West Africa, which was
inaugurated in 1982 as a regional organisation
for the accountancy profession in West Africa,
registered as
a body corporate in 1994 in Nigeria, with its corporate headquarters located in
Abuja,
Nigeria, having recognized that the Constitution under which we have been
operating is no
longer adequate; having realized that in order to better serve our
purposes at this stage of our
development we need a new Constitution, do hereby resolve to revise the Constitution
under which
we presently operate.
ARTICLE 1 GENERAL STATEMENTS
Section 1 Name
The name of the organization shall be the
Association of Accountancy Bodies in West Africa (ABWA) hereinafter referred to
as “the Association”.
Section 2 Nature of
the Association
The Association shall be a non-profit making
body, non-political, non‑governmental regional association. Its income
and property from wherever derived shall be applied solely towards the
promotion of the objectives of the Association.
Section 3 Governing
Law and Place of Registration
The Association shall be governed by the laws
of the Federal Republic of Nigeria, the provisions of this Constitution and Bye-laws,
and, or where its Secretariat shall be located.
Section 4 Objectives
4.1 To
develop and enhance the accountancy profession in West
Africa;
4.2 To promote the
development of common technical and educational
guidelines,
code of ethics and professional standards in member-
bodies;
4.3 To act as a centre for the development and dissemination of
information
concerning accountancy standards and practices in
West Africa;
4.4 To provide encouragement for and assistance with the formation
and development of national
accountancy bodies in West Africa;
4.5 To provide advice on and participate in the programme of work
of
IFAC
and to adopt and publish to its members, IFAC’s guidelines,
statements and studies;
4.6 To provide advice on and participate and/or collaborate in the
programme of work and activities of recognized
regional organizations, international or development agencies for the promotion
of the accountancy profession;
4.7 To provide a forum for
the professional development of member
bodies through seminars, symposia, conferences and
congresses
and interchange of
ideas and experiences;
4.8 Generally to do such
other things as may be incidental or
conducive to the attainment
of the Association’s objectives.
Section 5 Powers
In pursuance of its objectives, and subject to the provisions of this Constitution, ABWA may, in addition to other powers conferred by other provisions of this Constitution:
5.1 hire, lease, purchase or otherwise acquire such moveable or
immovable property as the General Assembly may deem necessary
for the effective performance of its functions; repair and alter such
property so purchased or acquired; and let, sell or otherwise dispose
of such property so purchased or acquired;
5.2 receive and accept donations, endowments and gifts of money, land,
hereditaments, stocks, shares, securities and any other assets whatsoever and either subject to or not subject to any special trusts or conditions;
5.3 borrow and raise money with or without security for any of the ABWA purposes;
5.4 hold periodic conferences, seminars and other assemblies for the
purposes of enabling members of the accountancy profession to meet one another in an environment which fosters discussion and the exchange of ideas on matters of mutual interest;
5.5 set levies or franchise fees for holding of conferences, seminars and
other similar activities;
5.6 publish and sell or distribute papers, books of instruction, pamphlets and information for the purpose of stimulating interest in and promoting the objectives of ABWA;
5.7 make and carry out any arrangement for joint working or co-operation with any other organisation carrying on work similar to any work for the time being carried on by ABWA;
5.8 Pay or apply any ABWA monies or assets for any purpose which in the opinion of the General Assembly, promotes the objectives of ABWA; and
5.9 Generally do such other things as may be incidental or conducive to the attaining of ABWA's objectives.
ARTICLE 2 MEMBERSHIP, RIGHTS AND RESPONSIBILITIES
Section 1 Membership
1.1
Membership
of the Association shall consist of those regional
and national Professional Accountancy
Organisations (PAOs) that apply for membership and are accepted by Council as
full members, associate members,
affiliate members and observers;
1.2
Full
membership is open to a national accountancy organisation
which is recognized in its own
member state, either by legislation
or general consensus as being a
substantial national organisation in
good standing with the
profession and subscribes to the objectives of
the Association, PAFA and IFAC.
For the purpose of this provision,
full members of this association
prior to the coming into force of this
revised Constitution shall
continue to be full members;
1.3
Associate
membership shall be open to a national accountancy organisation which is
recognised in its own member country either by legislation or general consensus
as being a substantial national organisation in good standing there, after the
coming into force of this Constitution. An associate member may progress to
full membership upon satisfaction of the admission criteria set out in the
Bye-laws;
1.4
Affiliate membership
is open to a regional organization, which promotes regional cooperation and has
an interest in the accountancy profession;
1.5
Observer status
is open to an international organization that has an interest in the
accountancy profession and that wishes to participate in or assist in any
constructive way in furthering the objectives of the Association;
1.6
Application
for membership shall be in the form prescribed by
the
Association;
1.7
The
Council shall consider each application for membership and
shall have the sole jurisdiction
on the eligibility of any applicant for
membership and shall determine
the category of membership;
1.8 The acceptance or refusal of membership shall be communicated
in writing to the applicant within six months of the receipt of such
application. Where the application has been refused, an explanation for such
refusal shall be communicated to the applicant.
Section 2 Members
Rights and Responsibilities
2.1 Full Members
(a)
May be
represented, present business and participate in
Council, Executive Committee and
General Assembly
meetings of the Association and
shall be entitled to vote and
be voted for thereat;
(b)
shall subscribe
to the objectives set out in Article 1, Section
4;
(c)
shall
support the work of the Association by making such
financial contributions at the beginning of
each financial year or such other time as may be determined by Council in
accordance with the Constitution. In the event of a termination of the Association’s
activities, such contributions or assets shall not be returned to the member
bodies;
(d)
shall support the work of the Association by
bringing to the notice of their
members every pronouncement or guideline issued by the Association and by using
their best endeavours:
i.
to work
towards implementation, when and to the extent possible under local circumstances,
of those pronouncements and guidelines; and
ii.
to adopt standards
and pronouncements issued by IFAC and IASB.
(e)
shall abide
by the provisions of this Constitution and Bye-laws.
2.2 Associate Members shall:
(a)
be
represented, present business and participate in Council and General Assembly meetings
of the Association and shall be entitled to vote thereat;
(b)
subscribe
to the objectives set out in Article 1 Section 4;
(c)
support
the work of the Association by making
such financial contributions at the beginning of each financial year or such
other time as may be determined by Council in accordance with the Constitution.
In the event of a termination of the Association’s activities, such
contributions or assets shall not be returned;
(d)
Support
the work of the Association by bringing to the notice of their members every
pronouncement or guideline issued by the Association and by using their best
endeavours:
i)
to work
towards implementation, when and to
the extent possible under local
circumstances
of those pronouncements and
guidelines; and
ii)
to adopt international
standards and pronouncements issued by IFAC and IASB.
(e)
abide by
the provisions of this Constitution and Bye-laws of
the Association.
2.3 Affiliates and Observers shall:
(a)
be
represented, present business and participate at the General Assembly of the
Association, but shall not be entitled to vote thereat;
(b) subscribe
to the objectives set out in Article 1 Section 4;
(c) support the work of the Association;
(d) make such financial contributions at the
beginning of each
financial year or as otherwise
determined by Council. In the
event of a termination of the
Association’s activities, such
contributions or assets shall not be
returned.
(e) abide by the provisions of this
Constitution and Bye-laws.
2.4 The annual subscription shall be due upon
acceptance of
membership,
and thereafter on the first day of January each
year.
2.5 The
Executive Secretary shall maintain an up-to-date register
of all members.
Section 3 Cessation of Membership
3.1 A
member-body may withdraw from the Association, provided that it gives at least
six (6) months notice of its intention in writing to the President/Chairman of
the Council.
3.2 (a) The Council may, by resolution passed by
a majority of not
less than two-thirds of
its members present and voting at a meeting properly convened, suspend from
membership of the Association any delinquent member body which fails to pay the
annual subscription within six months from the date on which it fell due;
(b)
A member
body which has been suspended from membership
of the Association under
sub-section (a) of this Section and which has not paid its annual subscriptions
by the next meeting of the Council, shall forthwith cease to be a member of the
Association unless the Council either generally or in the particular case,
decides otherwise.
3.3 The Council shall have the
power to suspend from membership any member body and to recommend to the
General Assembly the expulsion of such member that:
(a)
fails to comply
with the criteria and obligations of membership;
(b)
acts in a
manner that brings the accountancy profession in the region into disrepute;
(c)
for any
other reason decided by Council as
appropriate.
3. 4 The
motion for suspension or expulsion of a member body under Ssections 3.2 &
3.3 of this Article shall be signed by not less than two-thirds of members of
Council and shall not be effective unless a copy of the motion shall have been
served on the member body at least three months prior to the date of the
meeting.
3.5 The
member body to be suspended or expelled shall have the right to make written
and/or oral representations at the Council and or the General Assembly meeting
as to why it should not be suspended or expelled, as the case may be.
3.6 (a) A
member body which has been suspended from membership
of the Association under
the terms of Sections 3.2 and 3.3 of
this Article shall not be entitled to attend meetings of the Council or General
Assembly of the Association or to receive any documents or papers otherwise
distributed by the Association to member bodies during the period of
suspension.
(b)
Upon the suspension or expulsion of any member
body, the
Council
shall determine the conditions upon which such suspension may be lifted and the
expelled body shall not be permitted to re-apply for membership within one year
from the date on which it was expelled.
ARTICLE 3 GOVERNANCE
Section 1 Governing Bodies
The Governing Bodies of the
Association shall be:
(a) The
General Assembly;
(b)
The
Council; and
(c)
The Executive
Committee
Section 2 The General Assembly
The General Assembly shall be the supreme
authority of the Association and shall comprise the member bodies each
represented by not more than five (5) persons who will attend by invitation
from the Council, and members of
Council. On an annual basis, the Annual General Meeting shall perform the functions
of the General Assembly.
Section 3 The Council
3.1 The management of the affairs and business of the Association
shall
be vested in the Council;
3.2 The Council shall consist of two
representatives, who shall be the President and Vice President of each full member
body. Each full and associate member body shall have one vote and shall
nominate one alternate for each of their representatives on the Council, but on
no account must a member attend with his/her alternate;
3.3 The Council shall exercise all such
powers and do all such things as may be necessary for the execution of the
responsibilities set out in Article 5 and without prejudice to the generality
of the foregoing, shall undertake the following functions:
a) prescribe the financial contribution to
be paid annually by each member body of the Association and such other
financial contributions as it may consider necessary from time to time for the
operation of the Association;
b) determine the purposes and uses to
which the funds of the Association shall be applied;
c) receive reports on progress and
achievements in respect of plans approved the previous year, and reports on
progress on policy and strategic initiatives.
3.4 a) The
Council shall meet at such times and such places as it
may
from time to time determine for the dispatch of business and adjourn, close and
otherwise regulate its meetings as it deems fit. Provided however that the
Council shall meet at least twice in every year and one of which may coincide with
the Annual General Meeting;
b) A meeting of the Council may be called
at any time by either the President or by any two full member bodies.
3.5 a) The
Council may establish committees to assist in the
exercise of its functions and may
delegate all or any of its powers to such committees with the exception of the
power to:
i)
make, repeal, amend and add to the Constitution and
the Bye-laws regulating the conduct of the affairs of the Association; or
ii)
prescribe the financial contributions to be paid by
member bodies;
iii)
Admit or deny admission to the Association;
iv)
suspend or expel any member from the Association;
v)
elect officers.
b) A committee established under the terms
of this Article shall, in the exercise of any powers delegated to it, conform
to any directions or rules issued to it by Council.
3.6 Voting
a) Subject to the provisions of paragraph
(b) of this Section, each full member body shall have one (1) vote on any
matters to be decided at a meeting of the Council;
b) Except as otherwise provided in this
Constitution, all matters before the Council shall be decided by majority vote
of those present and entitled to vote, or by duly notified proxy and in the event of
an equality of votes, the President shall have a casting vote;
c) A
member body may give a proxy to the President, Vice President, or Council
Member to vote on its behalf, subject to the member granting such a proxy,
giving written notice through the secretariat, to the President;
d) A
proxy must be registered with the secretariat at least Forty-
eight
(48) hours before the meeting;
e) The
method of voting shall be by show of hands, unless a
secret
ballot is requested by the majority.
Section 4
Executive Committee
4.1 The Executive Committee of
Council shall be made up of five (5) members, comprising the President, Vice
President, Treasurer, and a representative of ICAN and ICAG provided they are
not already President and Vice President.
In the event that they are, Council will nominate the remaining member
of the Committee. The Executive Secretary shall be secretary to the Committee;
4.2 The
Executive Committee shall act on behalf of Council on any of the powers listed
in Section 3.3 of this Article on matters requiring urgent attention in between
Council meetings. Such actions and/or decisions shall be reported to the
Council for ratification.
ARTICLE 4 OFFICERS
Section 1 Officers
The Officers of the Association shall
be:
(a)
President
(b)
Vice
President
(c)
Treasurer
Section 2 The Presidency
2.1 The President and Vice President shall be elected by the Council
from
amongst its full members at the Council meeting preceding the
1st
June each year and shall assume office for a single non-renewable
term
of two (2) years;
2.2 The position of President and Vice President shall alternate
between
Anglophone
and Francophone member bodies;
The Presidency shall rotate from
one member country to the other;
Where there is more than one full
member in the same country, the
members shall hold the presidency
in turn in order of seniority of
ABWA membership, during each turn
of that country in the rotation;
2.3 A member body shall not qualify to hold
office as President unless
that
member body shall have been a member for not less than five
(5)
consecutive years preceding the holding of the office.
2.4 In the absence of the President, the Vice
President shall act on his
behalf.
In the absence of both the President and the Vice President,
the
Council shall select a Chairman from amongst the Council
members
present.
The President shall be the
Chairman of the Council, the General
Assembly and of the Congress;
Section 3 The Treasurer
The Treasurer shall be nominated by the Institute
of Chartered Accountants
of
Nigeria (ICAN) from amongst its representatives on the Council, or by
any
other member body that hosts the Secretariat of the Association.
ARTICLE 5 FINANCE, FUNDING AND AUDIT
Section 1 Funding
1.1
The
Council shall establish and maintain a Fund, the management
and control of which shall be in the hands of
the Council and into which shall be paid all moneys received by the Council and
there shall be paid therefrom expenses and other liabilities by or on behalf of
the Association;
1.2
The
Council may invest moneys in the Fund in any security created
or issued by or on behalf of the government of
a member body’s country or in any other securities approved by the Council;
1.3
The
Council may from time to time borrow for the purpose of
the Association and any interest
payable on moneys so borrowed
shall be paid out of the Fund;
1.4 The funding for the Association shall be derived from
subscriptions from members; grants and donations from national or international
organizations; individual and inter-governmental agencies; and such other
sources and activities as the Council may from time to time deem fit. The
Council shall cause the funds of the Association to be deposited in banks of
international repute in the country where the Secretariat is located or in any
country of a member body as the Council may decide;
1.5
Any excess
or deficit arising from fund raising activities shall be
shared by the Association and the host member
body on a seventy:thirty (70:30) basis unless the Council decides
otherwise.
Section 2 Financial Provisions
.
2.1 The
financial year of the Association shall commence on the
1st
January and shall end on the 31st December of each year;
2.2 The
Council shall keep proper accounts on behalf of the
Association in respect of each
financial year and proper records in
relation
to those accounts and the Council shall cause the accounts to
be
audited by an auditor appointed by the Assembly and when
audited, the accounts which shall be expressed
in US Dollars and in the national currency of the location of the Association and
shall be distributed to the member bodies together with a report of the Council
on the activities of the Association.
The Executive Secretary shall
cause proper records to be kept of all
transactions undertaken in the
name of the Association;
2.3 The Treasurer shall present to the Council, within three (3)
months of the end of the financial year a statement of accounts for the
previous year and within six months (6) the audited financial statement of the
previous year. Within three (3) months to the start of each year, a budget of
the following year’s revenue and expenditure shall be presented to the Council
by the Treasurer.
Section 3 Audit
3.1 The General Assembly shall appoint an auditor.
3.2 An auditor appointed for the purpose of this provision shall not be a
member
of the Council.
3.3 The Auditor appointed in accordance with this Constitution shall
audit
the accounts of the Association, and such audited financial
statements
shall be circulated to all member bodies at least twenty-
one
days before the Annual General Meeting.
3.4 Copies of the audited annual financial statements, including
the auditor’s report thereon
shall be made available to all members
of the Association.
ARTICLE 6 MEETINGS
Section 1 General Assembly
1.1 An Ordinary Meeting of the General Assembly shall be held
during
or immediately prior to each Congress at the
location for the
Congress;
1.2
A Congress
shall be held every three years;.
1.3
Special Meetings
of the General Assembly shall be held at a place
and time to be determined by the
Council, to be held upon either:
(a)
resolution
supported by a majority of the members of the
Council; or
A written demand addressed to the President by
not less than one-third of the members who are eligible to vote, with a
statement in writing of the purposes for the meeting;
(b)
Special
Meetings of the General Assembly shall be held within sixty (60) days of the
decision of the Council, or of the receipt by the President of a demand by not
less than one-third of the members eligible to vote, to hold such a meeting;
(c)
All
decisions at the Special Meetings of the General Assembly shall require a
majority of two-thirds of eligible votes cast.
Section 2 Council Meeting
There
shall be held in every calendar year not less than two meetings of
the Council at a place or places and time or
times determined by the
Council.
Section 3 Annual
General Meeting
There
shall be held in every year an Annual General Meeting (AGM) to
amongst
others, consider the annual report and financial statements, ratify
the
appointment of the President, consider and if in order, approve any
resolutions,
and generally discuss any matters concerning the Association
or
profession. The AGM shall be held not more than six (6) months after
the
end of the financial year.
Section 4 Notice
At
least twenty-one days (21) notice shall be sent to all members entitled
to
attend meetings of the General Assembly.
Section 5 Chairperson
The
President, or in his/her absence the Vice President, shall chair any
meeting
and shall submit a report of the ABWA activities at the Annual
General
Meeting. If neither is present, the Council Members
attending the
meeting
shall select a Chairman from amongst the Council members present
for
the purpose of the meeting.
Section 6 Quorum
The
quorum for any Annual General Meeting or Special Meeting of the
General
Assembly shall be one-third of the total voting rights in the
Association
represented in person or by proxy, provided that at least two
Francophone
and two Anglophone member bodies are represented.
Should
there be no quorum, a time and place for a reconvened meeting
will be
determined by all present so that a quorum may be obtained and
the
reconvened meeting may proceed to transact business even if the
requisite
quorum is not realized.
Section 7 Voting
System
Decisions
at the Annual General Meeting shall require a simple majority
of
eligible votes cast, except for decisions as to financial contributions,
amendments
of the Constitution and other specific matters identified in
this
Constitution, which shall require a majority of two-thirds of eligible
votes.
ARTICLE 7 THE SECRETARIAT
Section 1 Administrative
Office
The administrative office of the
Association shall be located in the Federal
Republic
of Nigeria, or in such other location as
the Council may determine
by
a majority of not less than 75% of the members entitled to vote and
voting
on the decision.
Section 2 Secretariat
2.1 The Council shall establish a secretariat, which shall work
under the
direction
of an Executive Secretary. The functions of the Secretariat
shall
be to facilitate and coordinate the activities of the Association;
2.2 The Secretariat shall have such personnel as the Council shall
deem
necessary
from time to time;
2.3 The remuneration of the staff of the secretariat shall be
determined
by
the Council.
Section 3 The
Executive Secretary
3.1 The Association shall have an Executive Secretary who shall be
appointed
by the Council, for such term, and at such remuneration
and upon such conditions as the Council
deems fit;
3.2
The
Executive Secretary shall be responsible to the Council for the
conduct of the affairs of the
Association;
3.3
The
Executive Secretary shall be the Secretary to the Council.
ARTICLE 8 GENERAL PROVISIONS
Section 1 Common Seal
The Association shall have a
common seal, which shall be kept, in the
registered office and shall be
affixed under the authorization of the Council.
1.1
The ABWA
seal shall be used in legally binding documents and
instruments, where appropriate;
1.2
The ABWA
seal shall be determined by the Council and registered
under the
custody of the Executive Secretary.
Section 2 Property
The title to all real or personal
property, which may be acquired by or on
behalf of the Association, shall
be vested in the Association.
Section 3 Official
Languages
The official languages of ABWA shall be English and French.
ARTICLE 9 AMENDMENTS
Section 1 Power
to Amend
1.1
The
Council may amend, add to, or repeal any of the
provisions of this Constitution and
submit the same to the General
Assembly
for approval;
1.2 A
motion for the amendment, addition or repeal of any provision
of
the Constitution may be presented in writing to the Council and
signed
by two or more full members;
3.3
A
resolution to amend the Constitution must be passed at a General
Assembly by a two-thirds majority
of member bodies present and
voting and a notice of the
amendment or amendments to be voted
upon shall be given in writing to
all member bodies at least twenty-
one (21) days prior to the date
of such meeting.
Section 2 Effective Date
This Constitution and any amendments thereof
shall come into force as decided by the General Assembly and the interpretation
of the provisions of this Constitution shall rest solely and exclusively with
the Council.
ARTICLE 10 DISSOLUTION
ABWA may be dissolved by
resolution of the member bodies at a duly
constituted Council meeting. In
the event of dissolution, ABWA shall be
dissolved in accordance with the
provisions of the laws of the Federal
Republic of Nigeria and the liquidation
of ABWA’s assets remaining after
satisfaction of ABWA’s debts and
liabilities shall be distributed to one or
more organizations selected by
the member bodies at a duly constituted
Council meeting upon
recommendation of the Executive Committee for
purposes that are similar to and
compatible with the mission of ABWA.
In the event of a termination of
ABWA’s activities, financial contributions
received from member bodies and
any other assets will not be returned to
member bodies.
ARTICLE 11 TRANSITIONAL PROVISIONS
On commencement of this Constitution:
1.1 The Professional Accountancy Organisations
and other members which were members of the Association under the previous Constitution
shall continue to be members of the Association provided that such members observe
the terms and conditions of membership of the Association under this Constitution;
1.2
any person elected or appointed to hold office under the previous
Constitution
shall continue to hold office as if elected or appointed
under
this Constitution;
1.3
any orders made, directions given, or decisions taken shall be
deemed
to have been made, given or taken under this Constitution.
ARTICLE 12 INTEPRETATION AND
CONFLICTS OF
GOVERNING DOCUMENTS
1.1 In the event of any conflict between the provisions of the
Constitution and the provisions of the Bye-laws, the provisions of
the Constitution shall prevail;
1.2 In the event of a dispute or question of interpretation concerning the true meaning, intent, or application of any provision of the Constitution or the Bye-laws, such dispute or question shall be resolved as follows:
(a) In the case of a dispute or question of interpretation regarding a
provision of the Constitution, Council shall have the authority to conclusively
resolve such matter;
(b) In the case of a dispute or question of interpretation regarding a
provision of the Bye-laws, Council shall have the authority to conclusively
resolve such matter; and
(c) in the event that any such dispute or question of interpretation arises under circumstances in which it is not practicable to wait until the next Council meeting, the Executive Committee may resolve the issue, which resolution shall have effect until the next Council meeting at which said resolution shall either be ratified or overturned by vote of the Council.