THE

CONSTITUTION
OF

COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION

COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION

PREAMBLE WE, THE TRUSTEES OF COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION, having resolved in obedience to the imperative mandatory injunction of Christ Jesus, to engage in the propagation of the word of life and the care of his people, AND having resolved upon COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION as the vehicle for the attainment of this set objective, DO HEREBY make and adopt this constitution to spell out the ideals and objectives as well as to regulate the affairs, activities and operations of COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION.

MISSION STATEMENT: To provide benevolent services and improvements in the quality of life for: widows (Tagged: VIPS); Orphans and vulnerable children (OVC); hospital Patients, Women Exposed to rejection and violent treatment, and the less privileged in any capacity irrespective of race or creed

ARTICLE 1: NAME The FOUNDATION shall be known and called COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION, (herein after referred to as the FOUNDATION), with the formal and official title of THE REGISTERED TRUSTEES OF COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION ARTICLE 2: AIMS AND OBJECTIVES 1. 2. To provide needed support for widows and women that are exposed to To particularly provide succour and support for widows who are childless, violent treatment maltreated

by late husband's relatives and assure them of a joyful end. 3. To locate and rehabilitate Orphans and Vulnerable children and provide for education and vocation. 4. To encourage and provide support for physically challenged people through training and rehabilitation. 5. 6. To create job opportunities for the less privileged through contacts and To reach out to hospital patients in cash and kind, particularly HIV/AIDS mitigation. 7. 8. To produce and publish relevant literature, memorabilia and memento for To support the aged in terms of provision of materials and healthcare/welfare enlightenment. services. 9. To encourage social responsibility and embark on youth development/support activities. 10. To establish education Trust Funds for supporting the education of less fortunate indigent pupils/students in nursery, primary, secondary and tertiary institutions. 11. To establish Medical Trust Funds for supporting the medical needs (particularly surgery) of less fortunate individuals(such as accident victims, war victims e.t.c). 12. To engage through relevant advocacies and conduct research into above areas of interest. ARTICLE 3: ESTABLISHMENT OF BRANCH / SATELITE FOUNDATIONS 3.1 The FOUNDATION may open and run satellite / branch FOUNDATION in as locations, towns, cities and countries as the executive committee or determine from time to time. many seminars. impact vocational their

president may

3.2

Each branch or satellite FOUNDATION shall be headed by a pastor or Minister as the executive committee or president may decide

such other 3.3

from time to time. Each branch or satellite FOUNDATION leader or minister shall report to, work under the direction of and be subject to the president in all matters ARTICLE 4: OFFICES OF THE FOUNDATION 4.1 I. II. III. IV. V. VI. VII. The following principal offices are hereby established for the FOUNDATION; to wit : President Vice president General Secretary Treasurer Social Welfare Legal Adviser Internal Auditor.

4.2 The principal officers shall together constitute the EXECUTIVE

COMMITTEE of the FOUNDATION, which shall be responsible for the day to day running of the affairs of the FOUNDATION. 4.3 4.4 The offices shall be filled by the trustees of the FOUNDATION as provided in this constitution. The trustees may from time to time, and in their absolute discretion, change, re-name, add to or merge the offices of the FOUNDATION; and redefine the port folios and schedule of duties and responsibilities for each office. ARTICLE 5: APPOINTMENT OF PRINCIPAL OFFICERS / OTHERS

1.

Save for the founding President who shall hold office for a life time all principal officers and other personnel of the FOUNDATION shall be appointed by and shall hold office at the pleasure of the trustees.

2.

A trustee may be appointed and may hold office as a principal officer while FOUNDATION. remaining in the office of trustee of the

ARTICLE 6: DUTIES OF MEMBER OF THE EXECUTIVE COMMITTEE Members of the executive shall perform the following functions jointly: 6.1 6.2 To formulate plans and strategies to achieve the aims and objectives of the FOUNDATION. To liaise with the appropriate persons and authorities to secure donations, funds and materials for the programmes and purposes of the FOUNDATION, 6.3 6.4 To set up ad-hoc committees for specific purposes when the need arises. To liaise and co-operate with other bodies, persons and /or associations for purposes of achieving particular goals and objectives.

6.5 To prepare and report to the trustees quarterly statement of affairs of

the FOUNDATION; or such other period as the trustees may direct. 6.6 6.7 To prepare remuneration and welfare packages for the staff and other personnel of the FOUNDATION for the approval of the trustees. The Trustees may from time to time assign to the Executive Committee and other duty that conforms to the promotion of the aims and objectives in the FOUNDATION. ARTICLE 7: 7.1 (i) DUTIES OF THE PRINCIPAL OFFICERS The president shall;

THE PRESIDENT:

Be the chief executive officer of the FOUNDATION and shall from time

to time have and act in a supervisory role to the board of trustees and all Principal officers of the FOUNDATION. (ii) (iii) Subject to the proceedings of the trustees, preside over all meetings Be the chief spokesman of the FOUNDATION. except ad- hoc committee meetings.

(iv) (v) (vi) (vii) 7.2

Give a comprehensive report of the FOUNDATIONs activities at the General Meeting. Be a signatory to the FOUNDATIONs Banks Account(s). Approve all expenses. For the purpose of decision making the President may where the The vice president shall;

Annual

situation demands veto the decision of the board of trustees. VICE PRESIDENT: (i) (ii) (iii) (iv) 7.3 (i) (ii) the (iii) office (iv) (v) (vi) of president. Acquire and maintain the properties of the FOUNDATION, arrange insurance, licenses, renewals etc. (vii) Be a signatory to the FOUNDATIONs account(s); if the trustees so direct. 7.4 INTERNAL AUDITOR: The internal Auditor shall: (i) Ensure that proper accounting procedures are followed in the recording of incomes, authorization of disbursement and actual disbursement. 7.5 ACCOUNTANT: The accountant shall: Perform the duties of the president in his absence. Assist the president in the discharge of his responsibilities. Preside over all ad hoc committees. And perform such other duties as the president may assign to him. The general secretary shall; Be the head of the administration and personnel division of the Convene meetings of the FOUNDATION after due consultation with president. Determine and make requisition for the needs of the FOUNDATIONs space, furniture, vehicles, electronics, stores Etc. Handle interview, recruitment appointment, promotion, discipline personnel and all staff welfare matters. Perform any other secretarial duties as may be directed by the

GENERAL SECRETARY: FOUNDATION.

(i) (ii) (iii) (iv) 7.6

Ensure that all monies of the FOUNDATION are deposited in its bank accounts. Be a signatory to the FOUNDATIONs accounts, if the trustees so Disburse all monies duly approved by the president. Secure all due approvals for disbursements, and submit payment vouchers to the Internal Auditor for meeting. The social welfare secretary shall:

direct.

SOCIAL / WELFARE SECRETARY: (i) (ii) (iii) (iv) (v) publicity camps, etc.

Be responsible for ensuring the success of the social welfare and activities of the FOUNDATION. Organize visitations to orphanages, Hospitals, prisons, refugee Be in charge of social functions, events or ceremonies approved by the FOUNDATION. Receive guest of the FOUNDATION and make arrangements (lodging, feeding) as appropriate. Design quarterly social welfare activities programme for the consideration of the executive committee. The legal adviser shall:

7.7

LEGAL ADVISER: (i) (ii) of (iii) 7.8 (i)

Advise and /or represent the FOUNDATION in all transaction or legal relationships involving the FOUNDATION and third parties. Advise the FOUNDATION on the legal and constitutional implications its the decisions and actions Vis a Vis this constitution as well as nations laws.

Guide the FOUNDATION on issues concerning the interpretation of the provisions of this constitution. OTHER PERSONNEL: Each principal officer shall be assisted in his / her duties by such number of personnel as the business of the FOUNDATION shall from time to time.

dictate (ii)

The staff requirement of the FOUNDATION shall be compiled by the

General Secretary from time to time on the advice of the principal officers.

7.9 (i) (ii) (iii) (iv) (v)

RESIGNATION / REMOVAL OF PRINCIPAL OFFICERS The Executive Committee is dissolved by the trustees, or He / she resigns; or He / she becomes of unsound mind; or He / She becomes bankrupt; or He / She is convicted for a criminal offence by a competent court, or (vi) He /She is dismissed, terminated by the trustees; or otherwise.

A member of the Executive Committee shall cease to hold office if: -

ARTICLE 8: FINANCE 8.1 (i) REVENUE GENERATION: The income of the FOUNDATION shall strictly be from donations and received from members of the public, other Christian NGOs, private donors, organisation and agencies. FOUNDATIONs, (ii) 8.2 (i) (ii)

grants

The FOUNDATIONs official receipt shall be used for all sums, item, materials, donations and / or grants received by the FOUNDATION. BANK ACCOUNTS The FOUNDATION shall open and operate Bank Account(s) as may be approved by the trustees. The following member s of the executive may, subject to the trustees decision, be the signatories to the FOUNDATIONs bank president, the General Secretary and the

account(s); to with : - the treasurer. (iii)

The treasurer shall determine the mandate for each bank account(s). (iv) The trustees may in their absolute discretion remove or change any signatory at any time, or otherwise alter the signature and signing mandate for any Bank account of the FOUNDATION.

8.3 (i)

DISBURSEMENT PROCEDURE Payment vouchers shall be raised for all expenditure incurred by the FOUNDATION.

(ii) (iii)

The treasurer shall maintain an imprest account of not more than the approved by the president and / or the trustees. Any expenditure in excess of the amount approved as imprest shall be brought to the notice of the president who shall approve and later report to the trustees.

amount

(iv)

All expenditure must be receipted but in cases where it is not receipts for purchases, the officer who makes honour certificate. such purchases shall sign (v) disbursement.

possible to obtain

The Internal Auditor shall ret all payment vouchers after

ARTICLE 9: APPOINTMENT AND REMOVAL OF AUDITOR (i) the (ii) or (iii) An auditor or a firm of Auditors shall be appointed at the General meeting by FOUNDATIONs a two-third majority of members present, to audit account once a year.

An auditor, or staff of the auditing firm, shall not be a principal officer staff of the FOUNDATION. The auditor shall give a report on the audited accounts of the to the general meeting. (iv) (v) The general meeting shall be the remuneration of the auditors. The Auditor may be removed by 2/3 majority of member present at the general meeting.

FOUNDATION

ARTICLE 10: 10.1 THE

APPOINTMENT OF THE TRUSTEES OF THE FOUNDATION OF COMPASSIONATE LOVE OF CHRIST CARE

TRUSTEES

FOUNDATION For the purpose of Companies and Allied Matter Act No. 1 of 1999, part C shall be appointed at a General Meeting by two thirds majority votes of members present 10.2 Such Trustees (hereinafter referred to as The Trustees) shall not be less in number and shall be known as THE REGISTERED than 5 (Five)

TRUSTEES

OF

COMPASSIONATE

LOVE

OF

CHRIST

CARE

FOUNDATION
TENURE: 10.3 (i) (ii) A Trustee may hold office for life; but shall cease to hold office Resigns his / her office Ceases to be a member of the registered trustees of if he / she : -

COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION.

(iii) (iv) (v) (i) Becomes insane. Is officially declared bankrupt. Convicted of a criminal offence involving a court of competent Is recommended for removal from office by a board of Governors meeting of COMPASSIONATE FOUNDATION. (ii) Ceases to reside in Nigeria. LOVE OF CHRIST CARE

jurisdiction.

10.4 REPLACEMENT Upon a vacancy occurring in the office of the Trustee, a General Meeting will be held to appoint another eligible member of COMPASSIONATE LOVE OF CHRIST CARE FOUNDATION. ARTICLE 11: COMMON SEAL (i) (ii) The Trustee shall have a common seal. Such common seal will be kept in the custody of the President of the FOUNDATION (or such other person as the Trustees may decide) who shall produce it when required for use by the Trustees. All documents to be executed by the Trustees shall be signed by at least two Trustees; and sealed with the common seal.

ARTICLE 12: PROCEEDINGS (i) (ii) The Trustees shall elect a President from amongst themselves; Decisions shall be by simple majority (iii) The Trustees shall regulate their own proceedings

ARTICLE 13: DUTIES OF TRUSTEES 13.1 The Trustees shall under the relevant law(s) apply to the corporate affairs commission 13.2 for certificate of incorporation for the Association The Trustees shall accept and hold in trust the certificate of FOUNDATION.

incorporation upon issuance any other assets and properties, including landed properties of the

13.3
for the 13.4

The Trustees shall take steps to draft and ratify a constitution FOUNDATION; and by a SPECIAL RESOLUTION bring the and effect. and on behalf of the FOUNDATION, as shall as they shall deem fit. The trustees shall initiate, prosecute or defend or discontinue

constitution into force any court action (s) for 13.5 13.6

enter into any settlement or compromise the FOUNDATION.

The trustees may design a logo, which shall be the symbol of The trustees shall, subject to such restrictions in the relevant power to do all such things and deal with the

laws in force, have the owners thereof.

FOUNDATIONs assets and properties as if they were the beneficial

13.7

The trustees shall have the power to acquire hold transfer, with any property or asset (or any interest subject to such condition as

assign or otherwise deal

therein) belonging to the FOUNDATION,

the Corporate Affairs Commission may impose. ARTICLE 14: MEETINGS There shall be six categories of meetings for the FOUNDATION, namely: (i) The General Meeting to elect trustees.

(ii) (iii) (iv) (v) (vi) 14.1

Annual general meeting. Budget meeting. Regular monthly meeting. Extra Ordinary General Meeting. Executive committee meeting.

THE GENERAL MEETING TO ELECT TRUSTEES: There shall be a meeting of the promoters of the ministry to elect the trustees who shall have charge of the affairs of the FOUNDATION beginning with sourcing for pre-incorporation expenses and applying to the Cooperate Affairs Commission for and securing the formal registration of the FOUNDATION. All subsequent transactions relating to the election or resignation of

trustees shall be done by the Annual General Meeting (AGM). 14.2 (i) ANNUAL GENERAL MEETING (AGM) The Annual General Meeting shall be held on the anniversary of direct the FOUNDATION incorporation each year, or such other time as the trustee may (ii) The AGM shall be open to the trustees, the principal officers, representatives of the general assembly of the FOUNDATION and donors have voting (iii) nominated by the trustees provided that such donor shall not rights at the meeting.

At the meeting, the president, and president board of Governors shall

give their annual addresses/ report, which the General meeting may debate. (iv) (v) (vi) (vii) The AGM shall have the responsibility for setting down general policy guidelines as well as review of the FOUNDATIONs activities. Issues of constitutional amendment may be discussed, finalized and At the meeting new members of the executive shall take oath of The AGM shall deal with the appointment of the new trustees as well adopted. office. as resignation or retire ment of existing trustees.

14.3 BUDGET MEETING (i) Budget meeting shall be held in March of every year; or such other members. time as the trustees shall direct and shall be open to all trustees and the executive committee (ii) Copies of the budget proposals shall be distributed to members. (iii) The president shall deliver his budget proposals; highlighting his programme of (v) 14.4 (i) activities for the year. (iv) Members shall discuss the budget proposals for the year. The FOUNDATIONs budget for the year shall be passed by 2/3 majority of members present at the meeting. EXTRA ORDINARY GENERAL MEETING (EGM) An Extra - Ordinary General Meeting may be called at the instance of the president or by a trustee when the need arises. The notice shall spell out the agenda. (ii) (iii) 14.5 (i) (ii) The Extra Ordinary General Meeting; shall have the status of an Annual General Meeting; and shall have powers to transact. The EGM is open to persons qualified to attend the AGM. EXECUTIVE COMMITTEE MEETING (ECM) The meeting is open to all the principal officers of the FOUNDATION The meeting shall concern itself and the implementation of the programmes approved by the Annual General Meeting and / or the trustees. (iii) (iv) The meeting shall hold weekly or so offer as the president may direct. The executive committee meeting shall deal with issues of general interest concerning the FOUNDATION as well as matters relating to the administrations and day to day running of the FOUNDATION (v) Committee reports may also be discussed ratified and decisions implemented.

(vi) (vii)

The FOUNDATION shall have the overall responsibility for the funding of the programmes of the FOUNDATION. The FOUNDATION or such of its member(s) as may be appropriate shall negotiate, agree and execute agreements, contracts and other undertaking for and on behalf of the FOUNDATION.

(viii) The FOUNDATION or such facts member(s) as may be appropriate shall give and / or accept warranties, undertakings, pledges or bonds for and on behalf of the FOUNDATION (x) The FOUNDATION shall have the responsibilities and attend to the matters set out in Article 6 of this constitution. ARTICLE 15: AMENDEMENT OF THE CONSTITUTION (i) (ii) (iii) Amendment to the constitution may be proposed by the executive committee of the FOUNDATION or any trustee. Constitutional amendment shall only be dealt with by the AGM. Proposal amendment (s) shall be in writing, and shall be circulated to each principal officer and trustee at least 21 days before an AGM. (i) After due considerations on the floor of the house, the amendment shall be put to vote; and shall be adopted by two third (2/3) of the members present at the Annual General Meeting. (ii) (iii) The Trustees shall apply to the Corporate Affairs Commission for approval of the amendment The approved amendment shall automatically become part of the constitution, and the executive committee shall take steps to print new copies of the constitution to reflect the amendment. ARTICLE 16: DISSOLUTION OF THE FOUNDATION 16.1 (i) (ii) The FOUNDATION may be dissolved by a petition that purpose by: presented to the court for One or more of the Trustees.

The Executive committees on the resolution of the AGM or EGM, or

16.2 (i) no (ii) (iii) or (iv)

The grounds upon which a petition for dissolution may be

brought are: That the aims and objectives of the FOUNDATION are not realizable or longer realizable; or That no useful purpose will be served by keeping the FOUNDATION That the aims and objectives of the FOUNDATION have become illegal otherwise contrary to public policy; or That it is just and equitable in the circumstances that the Upon the dissolution of the FOUNDATION by the court, liabilities of the FOUNDATION (if any) shall be or as the court shall direct.

alive; or

FOUNDATION be dissolved. 16.3 the assets and

supplied expressly by distributing same amongst association or organizations with similar objectives; ARTICLE 17: COMMENCEMENT

The provision of this constitution shall come into force and effect upon a SPECIAL RESOLUTION of the trustees to that effect ARTICLE 18: PROVISION ON SPECIAL CLAUSE THE INCOME AND PROPERTY OF COMPASSIONATE LOVE derived shall be

(Further to the REGULATIONS of the Corporate Affairs Commission)

18.1

OF CHRIST CARE FOUNDATION when so ever

applied solely towards the promoting of the objects of the FOUNDATION as set forth in this CONSTITUTION: and no portion thereof shall be paid or transferred directly or indirectly by way of profit, to the members of the FOUNDATION.

18.2

PROVIDED that nothing herein shall prevent the payment, in

good faith of reasonable and proper remuneration to any officer or servant of the FOUNDATION in return for any service actually rendered to the FOUNDATION, but so that no member of the council of management or governing body shall be appointed to any salaried

office of remuneration or other benefit in money or kind shall be given by the FOUNDATION to any member of such council or governing body, except repaying of out of pocket expenses or reasonable and proper rent for premises demised, or let to the FOUNDATION. Provided that the provision as afore said shall not apply to any payment to any company to which a member of the FOUNDATION may be a member not holding more than one hundred part of the capital and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

18.3

No addition, alteration or amendment shall be made to or in the

CONSTITUTION for the time being in force unless the same have been previously submitted to and approved by the Registrar General. 18.4 In the event of a winding up or dissolution of the FOUNDATION, there remains, after the satisfaction of all its 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 institution (s) having objects similar to the objects of the FOUNDATION, and such institution (s) are prohibited from distributing its or their income and property amongst its or their members to an extent at least as great as is imposed on the FOUNDATION under or by virtue of the special provision here of, such institution(s) to be determined by the Trustees of the FOUNDATION. Where effect cannot be given to the aforesaid provision than to some charitable object. MADE AND ADOPTED BY A SPECIAL RESOLUTION OF THE TRUSTEES. THIS__________________DAY OF ________________________2011

_____________________ PRESIDENT

______________________ SECRETARY