We the members of “RENACLIP ENVIRONMENTAL AND CLIMATIC PROTECTION FOUNDATION”, a not for-profit and non-political Foundation firmly and solemnly resolve to make and give ourselves a constitution and to be governed by the provisions therein contained. The following constitution.
ARTICLE 1: The name of the FOUNDATION shall be “RENACLIP ENVIRONMENTAL AND CLIMATIC PROTECTION FOUNDATION”(hereinafter referred to as “FOUNDATION”).
ARTICLE 2: ADDRESS:
The registered office address and Headquarters of the FOUNDATION shall be: Plot 274 Lanre Awolokun Street, Gbagada Phase 2, Lagos State, Nigeria.
ARTICLE 3: AIMS AND OBJECTIVES The aims and objectives of the FOUNDATION shall be as follows:
1. Identifying environmental and climatic issues that require attention in the
Cleaning and fixing up environments through ‘clean up the world’ and ‘tree planting projects’ which results in environmental and climatic protection. Promoting green economy and sustainable development in the rural and
urban areas. 4. Involvement of children, youths and adults/professionals in sensitizing the
community members on environmental and climate change issues and proffer ways to combat as the case may be.
Signer Ancorporated Tra Corporate Alter 16 JAN 2013
5. Contributing to climate change and capacity building program towards sustainable development.
ARTICLE 4: MEMBERSHIP Membership of the FOUNDATION shall be open to all irrespective of religious or political inclination, upon application and certification of the Executive Council and subsequent ratification by the Board of Trustees, provided the person seeking membership: (i) is prepared to uphold, protect and defend the constitution of the
(ii) is not below Seven (7) years of age, but if below Eighteen (18) years has
obtained and issued proof of parent/guardian consent. (iii) is not of questionable character. (iv) Pays the approved registration fee and other fees that may be charged. (v) Presents two reputable referees
ARTICLE 5: BOARD OF TRUSTEES
The trustees of RAD ENVIRONMENTAL AND CLIMATIC PROTECTION FOUNDATION for the purpose of the Companies and Allied Matters Act No.1 of 1990, Part C, shall be elected at a General Meeting of the founding members charged with the responsibility of electing the Trustees with two third majorities of the members forming a quorum.
2. Such Trustees hereinafter referred to as “THE TRUSTEES” shall be Eight (8)
in number and shall be known as “INCORPORATED TRUSTEES OF RAD ENVIRONMENTAL AND CLIMATIC PROTECTION FOUNDATION”. Trustee shall hold office for life but a Trustee ceases to hold office if he/she:
i. Resigns his/her office.
ii. Ceases to be a member of the incorporated Trustees of RAD
ENVIRONMENTAL AND CLIMATIC PROTECTION FOUNDATION. iii. Becomes insane. iv. is officially declared bankrupt.
Certified True Corny signs 16 JAN 2013 incorporated Trustees Officer Corporate Affairs Commission
v. Is convicted of a criminal offence involving dishonesty by a court of
competent jurisdiction. vi. Is recommended for removal from office by a two-third majority vote
of members present at any General Meeting of the FOUNDATION. vii. Cease to reside in Nigeria. Upon a vacancy occurring in the number of Trustees a General Meeting will be held to elect eligible member(s) of the
FOUNDATION. ARTICLE 6: COMMERCIAL SEAL
a. The Trustees shall have a common seal. b. Such common seal will be kept in the custody of the Secretary who shall
produce it when required for use by the Trustees. C. Every document to be executed by the Trustee shall be designed by the
Secretary, affixing the Common Seal.
ARTICLE 7: MEETING For effective administration of the FOUNDATION there shall be the following meetings:
a. Annual General meeting b. Meeting of the Executive Council and Board of Trustees. C. Special General Meeting. d. Meeting of the Board of Trustees
SECTION 1: THE ANNUAL GENERAL MEETING
i. This shall be the meeting of the General Assembly ii. The Business of the Annual General Meeting shall be to receive the
Chairman’s report on the activities of the FOUNDATION, its financial position, to remove and elect the Auditors and to fix the dues and other payment, if any, for the following years. The Trustees shall hold meeting at least once in every calendar year and such other times and in such places as they shall from time to time decide.
Incorporated our Officer 1. Corporate Affairs Commission
SECTION 2: MEETING OF THE EXECUTIVE COUNCIL AND BOARD OF TRUSTEES
There shall also be a Joint Meeting of the Executive Council and the Board of Trustees The Executive Council and Board of Trustees shall meet at least once a quarter to examine the accounts and review the affairs of the FOUNDATION. Three (3) members of the Executive Council of the FOUNDATION shall from a Quorum at the EXECUTIVE meeting. The Chairman or in his absence, Vice chairman in their absence any other Office holder shall preside at all General or Committee Meetings of the FOUNDATION and the presiding member will have a casting vote.
3: SPECIAL GENERAL MEETING
The Executive Council shall at any time whenever requested in writing by at least two third (2/3) members’ calls a Special General Meeting. Upon such a request for a Special General Meeting having been duly received by the Council it shall within 21 days of the receipt convene a
Special General Meeting. iii. Notice of the Special General Meeting with a statement of its object shall be posted to members at least seven days before the date of the meeting.
ARTICLE 8: ORGANS OF THE FOUNDATION
The organs of the Foundation: (a) The General Assembly. (b) The Executive Council.
Certified worated Trustees Officer
Sign… 7 6 JAN 2013
SECTION 1: FUNCTIONS OF THE GENERAL ASSEMBLY
(i) The 80
(iii) It shall
The general assembly shall comprise all registered members of the association and shall be the supreme organ of the FOUNDATION with all
power and authority. (ii) It shall require simple majority vote to ratify, reject or amend anything
done for or in the name of or on behalf of the FOUNDATION, especially annual report
It shall set up standing committees with specific functions. (iv) It shall appoint or approve the appointment of patrons. (v) It shall settle or resolve any controversy that may arise between officers or
organs of the FOUNDATION. (vi) It shall appoint auditors to audit the accounts of the FOUNDATION. (vii) It shall approve all programs that will lead to the attainment of the aims and objectives of the Organization.
(viii) The general assembly shall hold its meeting once in three (3) months and at such other times as may be considered necessary.
SECTION 2 (A): THE EXECUTIVE COUNCIL There shall be an Executive Council which shall consist of the following officers: (1) Chairman (2) Vice-Chairman
(3) Director General (4) Director of Legal (5) Director of Administration / Secretary (6) Director of Finance and Co-operatives (7) Director of Research and Development (8) Director of Mobilization (9) Director of Human Development (10) Director of Media and Corporate Affairs (11) Director of Counseling and Mentoring (12) Director of Youth Advocacy (13) Director of Projects / Technical
(B) FUNCTIONS OF THE EXECUTIVE COUNCIL The function of the executive shall include: (a) Initiation of policies and programs of the FOUNDATION for the approval of the general assembly. (b) Implementation of approved policies and programs of the FOUNDATION, (c) Enforcement of discipline among members of the FOUNDATION. (d) Any others functions referred to it by the general assembly. (e) Recommendation of suitable Persons to the general assembly for appointment as patrons. (f) Management of the assets/liabilities of the FOUNDATION.
ARTICLE 9: SOURCE OF INCOME The sources of income of the FOUNDATION shall include but not limited to:
1. Donations (whether cash and/or kind) from individuals, corpora
bodies, associations, Churches, Mosques, Government agencies, NGOs and international aids donor or elsewhere. Grants or assistance from individuals, Trusts Funds, FOUNDATIONS, Association and other charitable or philanthropic organization in
Nigeria or elsewhere. 3. Monies and financial assistance from donors.
ARTICLE 10: DISBURSEMENT AND APPLICATION OF FUNDS
1. The fund of the ORGANISATION including all donations, contributions and
bequest, shall be paid into account operated by the EXCO in the name of RAD ENVIRONMENTAL AND CLIMATIC PROTECTION FOUNDATION at such bank as EXCO shall from time to time decide. All Cheques
drawn on the account must be signed by the CHAIRMAN. 2. In the absence of the Treasurer any EXCO member shall be entitled and
authorized to sign Cheque issued on behalf of the FOUNDATION.
Certified Prese Copy
16 JAN 2013 Incorporated Trustees Officer Corporate Ahairs Commission
3. Treasurer shall be responsible for the internal audit, proper receipts and the accounting systems to be employed. The Chairman shall designate resources to assist the treasurer, preferably at least one other member of the EXCO to help the Treasurer dispense its responsibilities efficiently. The EXCO shall take responsibility for any misappropriation of funds and shall take necessary and appropriate legal actions against any such person involved in the misappropriation of funds). The Treasurer shall seek the Chairman’s consent for any payment over Five Hundred Naira (4+500.00). All money/ funds raised through fund raising exercise(s) will be made in the name of the FOUNDATION. Such fund raising exercises or collection will be made on the express authority of the FOUNDATION. The income, property and all assets of the FOUNDATION shall be applied by at the Direction of the EXCO solely towards the promotion of the Aims and objects of the FOUNDATION and to manage, improve and maintain all or any part of the land(s) and other properties of the FOUNDATION or carry out work as approved by the EXCO.
7. ARTICLE 11: KEEPING OF ACCOUNT
1. 2. The FOUNDATION shall maintain both savings and current accounts. The Signatories to the FOUNDATION’S account shall be the Chairman, the Financial Secretary and the Treasurer while any two of the three signatories one of whom must be the Chairman shall operate the accounts. The FOUNDATION shall ensure the accurate keeping of record of all income and expenditure.
16 JAN 2013 Incorporate Corporate Arces Commission astees Officer
ARTICLE 12: APPOINTMENT OF AUDITORS 1. Independent qualified and licensed Auditors shall be appointed by the
General Assembly to audit the financial records of the FOUNDATION annually and submit an audited report to the Annual General Meeting of the FOUNDATION.
ARTICLE 13: AMENDMENTS
The FOUNDATION may alter the provision of its constitution at a General Meeting by a resolution passed by a simple majority of its members and approved by the Commission.
ARTICLE 14: SPECIAL CLAUSE 1. THE INCOME AND PROPERTY of “RAD ENVIRONMENTAL AND CLIMATIC
PROTECTION FOUNDATION “shall be applied solely towards the promotion of the objection of the Body as set forth in this RULES AND REGULATIONS/CONSTITUTION: and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise however by way of profit, to the members of the FOUNDATION. PROVIDED that nothing herein shall prevent the payment, in good faith, or reasonable and proper remuneration to an officer or servant of the FOUNDATION in return for any service actually rendered to the FOUNDATION.
a). With the exception of ex-officio member of the Governing Council,
no member of the Council of management or Governing Body shall be appointed to any salaried office of the FOUNDATION or any office
of the fees. b). No remuneration or other benefits in money’s worth shall be given
by the body to any member of such Council or Governing Body except repayment of out of pocket expense(s) or reasonable and proper rent for premises demised, or let to the FOUNDATION or reasonable fees for services rendered.
3. IF IN the event of a winding up or dissolution of the corporate body if there remains after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the FOUNDATION but shall be given or transferred to some other institutions having objects similar to the FOUNDATION such institutions to be determined by members of the FOUNDATION at or before the time of dissolution. IF effect cannot be given to aforesaid provisions, then the remaining property shall be transferred to some charitable object.