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CONSTITUTION

ABWA – ACCRA, GHANA
4/12/2012

Table of Contents

 

ACRONYMS. 4

DEFINITIONS. 4

PREAMBLE.. 6

ARTICLE 1       GENERAL STATEMENTS. 7

Section 1         Name. 7

Section 2         Nature of the Association. 7

Section 3         Governing Law and Place of Registration. 7

Section 4         Objectives. 7

Section 5              Powers. 8

 

ARTICLE 2       MEMBERSHIP, RIGHTS AND RESPONSIBILITIES. 9

Section 1         Membership. 9

Section 2         Members Rights and Responsibilities. 10

Section 3         Cessation of Membership. 12

ARTICLE 3       GOVERNANCE.. 13

Section 1         Governing Bodies. 13

Section 2         The General Assembly. 13

Section 3         The Council 13

Section 4         Executive Committee. 15

ARTICLE 4       OFFICERS. 16

Section 1         Officers. 16

Section 2         The Presidency. 16

Section 3         The Treasurer 16

ARTICLE 5       FINANCE, FUNDING AND AUDIT. 17

Section 1         Funding. 17

Section 2         Financial Provisions. 17

Section 3         Audit 18

ARTICLE 6       MEETINGS. 18

Section 1         General Assembly. 18

Section 2         Council Meeting. 19

Section 3         Annual General Meeting. 19

Section 4         Notice. 19

Section 5         Chairperson. 19

Section 6         Quorum.. 19

Section 7         Voting System.. 20

ARTICLE 7       THE SECRETARIAT. 20

Section 1         Administrative Office. 20

Section 2         Secretariat 20

Section 3         The Executive Secretary. 20

ARTICLE 8       GENERAL PROVISIONS. 21

Section 1         Common Seal 21

Section 2         Property. 21

Section 3            Official Languages. 21

ARTICLE 9       AMENDMENTS. 21

Section 1         Power to Amend. 21

Section 2         Effective Date. 22

ARTICLE 10  DISSOLUTION.. 22

ARTICLE 11  TRANSITIONAL PROVISIONS. 22

ARTICLE 12   INTEPRETATION AND CONFLICTS OF GOVERNING DOCUMENTS. 22

 


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)        Benin

(2)        Burkina Faso

(3)        Cameroon

(4)        Cape Verde

(5)        Chad

(6)        Cote d' Ivoire

(7)        Ghana

(8)        Guinea

(9)        Guinea Bissau

(10)      Liberia

(11)      Mali

(12)      Mauritania

(13)      Niger

(14)      Nigeria

(15)      Senegal

(16)      Sierra Leone

(17)           The Gambia

(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.