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ABWA – ACCRA, GHANA 4/12/2012
Table of Contents
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
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
Council means the Council of ABWA.
Council Meeting refers to both an Ordinary Meeting and Special Meeting of the Council.
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.
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.
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:
(9) Guinea Bissau
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.
The name of the organization shall be the Association of Accountancy Bodies in West Africa (ABWA) hereinafter referred to as “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.
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.
4.1 To develop and enhance the accountancy profession in West
4.2 To promote the development of common technical and educational
guidelines, code of ethics and professional standards in member-
4.3 To act as a centre for the development and dissemination of
information concerning accountancy standards and practices in
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.
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.
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
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.
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
(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
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
2.5 The Executive Secretary shall maintain an up-to-date register
of all members.
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
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.
The Governing Bodies of the Association shall be:
(a) The General Assembly;
(b) The Council; and
(c) The Executive Committee
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.
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.
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.
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.
The Officers of the Association shall be:
(b) Vice President
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
The President shall be the Chairman of the Council, the General
Assembly and of the Congress;
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.
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.
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.
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.
1.1 An Ordinary Meeting of the General Assembly shall be held during
or immediately prior to each Congress at the location for the
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
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.
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
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.
At least twenty-one days (21) notice shall be sent to all members entitled
to attend meetings of the General Assembly.
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.
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.
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
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.
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.
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.
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.
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.
The official languages of ABWA shall be English and French.
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.
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.
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
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.
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.