ARTICLE 1 - THE CHAPTER
1.1 NAME: The Chapter shall be known and addressed as
INTERNET SOCIETY (NIGERIA CHAPTER) and shall be initialled ‘ISOC NIGERIA CHAPTER’
1.2 THE HEADQUARTERS/SECRETARIAT OF THE CHAPTER
The National headquarters of the Chapter shall be located at Port Harcourt, Rivers State, Nigeria. It shall be the Secretariat of the Chapter.
1.2.1 For the purpose of good governance, smooth management, and effective administration, the Chapter may also function temporarily from any other Secretariat located as may be convenient for the Principal Officers of the Chapter -the Secretariat staff in particular.
ARTICLE 2 - AIMS AND OBJECTIVES
2.1 The aims and objectives of the Chapter shall be:
(a) To facilitate and support the technical evolution of the Internet as a research and education infrastructure, and to stimulate the involvement of the Scientific Community, Industry, Government and other sectors of human endeavour in the evolution of the Internet.
(b) To educate the scientific community, industry and the public at large concerning the technology, use and application of the Internet.
(c) To promote educational applications of Internet technology for the benefit of government, colleges, polytechnics, universities and other educational institutions, industry and the public at large.
(d) To provide a forum for exploration of new Internet applications, and to stimulate collaboration among organisations in their operational use of the global Internet.
(e) To foster unity and co-operation, and promote the welfare, social, and economic well being of members of the Chapter.
(f) To encourage interaction and cross-pollination of ideas amongst members for the achievement of the aims and objectives of the Chapter.
(g) To foster unity and co-operation between the Chapter and the Parent Society in particular and the public at large.
(h) To promote any other educational, charitable and scientific purpose and in particular the advancement of Arts and Culture, the furtherance of health and the relief of poverty, distress and sickness.
To accomplish its objectives, the Chapter shall:
(a) hold regular meetings
(b) arrange, organise and promote ideas, projects, programmes and activities that will enhance the rapid development of the Chapter in particular and the general public.
(c) mobilise, encourage all members of the Chapter and the public to be interested in its programmes and activities.
To encourage efficiency and coherence of actions/programmes, the Chapter shall be affiliated to , and chartered by Internet Society, 12020 Sunrise Valley Drive, Suite 210, Reston, VA 20191 - 3429 U S A., and shall cooperate with any other Association/Society whose objectives in the opinion of the Executive Council of the Chapter, are to the best interest of the Chapter
ARTICLE 3 - MEMBERSHIP
Membership of the Chapter shall be open to individuals and organisations in Nigeria who shall all be members of Internet Society.
Persons so qualified to be members of the Chapter shall be required to complete such formal registration procedure as may be stipulated by the Executive Council from time to time. Every registered member shall be issued with a membership card bearing his registration number and be entitled to the adoption and use of initials convenient to him for the purpose of identifying himself in the course of business transactions:
The member shall:
(a) make himself available and responsive to all activities and programmes of the Chapter at all levels-be it International or National.
(b) discharge all obligations - financial, moral, etc - to the Chapter as and when due.
3.2.1 There shall be Patrons who shall be respected and knowledgeable members of the locality.
(a) Patrons shall hold office for a duration to be determined by the Chapter.
(b) The functions of the Patrons shall be purely advisory.
(c) The number of Patrons to be so appointed shall be determined by the Executive Council prior to the appointments at the Chapter’s Annual General Meeting.
3.2.2 The Patrons appointed shall not have voting rights save that they shall be entitled to attend the General Meetings of the Chapter, the Executive Council Meetings, and other functions of the Chapter on the invitation of the Executive Council.
3.3 CESSATION OF MEMBERSHIP
A member of the Chapter shall continue his membership as long as he continues to fulfil his obligations to the Chapter, and observe the regulations and rules of the Chapter, but shall automatically cease to be a member:
(a) if he gives to the Secretary - General written notice of resignation of his membership;
(b) if he fails to pay any subscription for more than 3 months after the due date of payment; and
(c) if the member having committed some act or been guilty of behaviour inconsistent with membership, the Executive Council, on the recommendation of the Disciplinary Committee, resolves by a majority of three quarters of its members to remove him from membership.
An annual general meeting on the recommendation of the Executive Council may re-admit to membership only former member (if any) whose membership had been terminated for reasons other than for arrears of dues /levies, provided he satisfies the Chapter by simple majority of votes of members present at such general meeting; and subject to any other condition the Executive Council may decide. The Chapter may however refuse re-admission in any particular case without giving any reason.
ARTICLE 4 - DISCIPLINE
4.1 A member shall forfeit his membership if he conducts himself in a manner considered improper by the Executive Council. Improper conduct shall include but not limited to:
(a) Embezzlement of the Chapter’s funds, and
(b) Conviction for any criminal offence relating to fraud by a court of competent jurisdiction.
before any disciplinary action is taken against a member, he shall be given adequate opportunity and facility of being heard by an independent body to be constituted by the Executive Council and/or the Chapter.
4.2 Notwithstanding any other provisions to the contrary, if a complaint is made to the Executive Council regarding the conduct of a member within and outside the Chapter, the Executive /Council shall refer the complaints to the Disciplinary Committee.
4.3 The Disciplinary Committee will demand for a written explanation within a period not longer than 6 weeks from the date of writing to the member concerned.
4.4 If a member is found guilty of the allegations against him or a member neglects or declines to furnish any written explanations within the period stipulated in sub-article 4.3, the Disciplinary Committee shall recommend appropriate disciplinary action e.g. reprimand, fine, suspension, expulsion etc to the Executive Council for approval and implementation.
4.5 All disciplinary actions shall however be subject to review by a simple majority of members present at the Annual General Meeting of the Chapter.
ARTICLE 5 - MEETINGS
5.1 The Chapter shall hold meetings only in places that are open and accessible to all members of the Chapter.
5.2 ANNUAL GENERAL MEETING
5.2.1 The Chapter shall hold an annual general meeting at least once annually at such time and place as may be determined by the Chapter on the recommendation of the Executive Council and announced at the last meeting.
5.2.3 The business of the annual general meeting shall be:
(a) to receive the President’s report of the activities of the Chapter during the preceding year;
(b) to receive and consider the accounts of the Chapter for the preceding year and the Auditor’s report on the accounts and the Treasurer’s report on the financial position of the Chapter
(c) to elect officers and other committee members;
(d) to remove and elect the Auditors and the Trustees or to confirm that they remain in office;
(e) to fix the subscription for the current year.
5.2.3 The annual general meeting shall consist of all members. It shall constitute the supreme authority of the Chapter which shall conduct the affairs of the Chapter and shall retain all rights and privileges and have final say on the affairs of the Chapter. It shall have exclusive prerogative of voting on any or all of these:
(a) Election of Executive Council members
(b) Appointment of Auditors
(c) Adoption of programmes for the session
(d) Election of members of both Ad-hoc/standing Committees
(d) Any other matters assigned by this constitution.
5.3 EXTRA-ORDINARY GENERAL MEETING
5.3.1 An extra-ordinary General Meeting may be convened at any time upon either a resolution of a committee or a requisition setting out the resolution or resolutions to be proposed thereat. The requisition must be signed by not less than 2/3 of the members and served on the Secretary - General by personal delivery or recorded delivery post. If the Secretary-General does not give notice of the meeting pursuant to the requisition on or before the expiry of 14 days from service of the requisition the requisitionists or any one or more of them on behalf of the others may give notice of the meeting.
5.3.2 The business which may be conducted at an extraordinary general meeting may be any one or more of:
(a) removing all or any of the officers, other committee members, Trustees and Auditors of the Chapter and filling the vacancies thereby caused;
(b) altering these rules;
(c) dissolving the Chapter; or
(d) any other decision which is expedient and cannot wait for the annual general meeting.
5.4 PROCEEDINGS AT ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
The President or in his absence, the Vice President shall preside as chairman at every general meeting. If there be no such President and Vice President, or if at any meeting neither of them shall be present within thirty minutes after the time appointed for holding the same and be willing to preside, the members present shall choose one member of the Executive Council to preside.
(a) No business shall be transacted at any general meeting unless a quorum is present. 1/3 of members shall form a quorum provided that where there are registered branches quorum shall be based on delegates from 1/3 of the registered branches.
(b) If within one hour after the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the request of the Chapter shall be dissolved. In any other case, it shall stand adjourned to be reconvened on a new proposed date which shall allow a reasonable notice to all branches/members at the same time or place as the Executive Council may determine.
(c) If at such adjourned meeting a quorum is still not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum ; and such a meeting shall constitute an emergency, but valid meeting, binding as a full meeting. The Executive Council shall however have the power to confirm or otherwise any agreement/decision reached at such a meeting with less than the stipulated quorum.
(c) The President may with the consent of any meeting at which a quorum is present (and if so directed by the meeting) adjourn the meeting from time to time and from place to place.
(e) Except otherwise expressly provided by this constitution, resolutions at annual general meetings shall be passed by a simple majority of the votes entitled to be cast by the members present at the meeting.
(f) Resolutions at extraordinary general meeting shall be passed by a majority of three-quarters of the votes entitled to be cast by the members present at the meeting.
(g) Each member shall have one vote on every resolution.
(h) In the event of equality in voting at an Annual General Meeting the chairman (or acting chairman at that meeting) shall have a second or casting vote, but there shall be no second or casting vote, on any resolution proposed at an extraordinary general meeting.
(i) Notice of the place and time of meetings shall be distributed to all members, in case of annual general meeting 21 days prior to the meeting, and 14 days in case of extraordinary general meeting. Notice shall be by Internet mail or by oral, telegraphic or other written notice duly served on or mailed. The length of notice for any other meeting shall be determined by the Executive Council from time to time.
ARTICLE 6 - OFFICES
6.1 The offices of the Chapter shall be filled and addressed as:
1. The President
2. The Vice President
3. The Secretary-General
4. Social/Programme Secretary
5. Financial secretary
7. Public Relations Officer
8. Others without Portfolio:
(a) All Past Presidents
(b) All Past Vice-President
(c) Any other persons(s) as may be determined by the Chapter.
10. Legal Adviser.
All these excluding the Auditor and Legal Adviser shall constitute the Executive Council of the Chapter.
6.2 FUNCTIONS OF THE OFFICES
6.2.1 THE PRESIDENT:
(a) Shall act as the Chief Executive Officer of the Chapter.
(b) Shall supervise and manage the overall operations of the Chapter including presiding over meetings and to ensure orderliness at such meetings.
(c) Shall have the right to negotiate, take unilateral action in good faith on behalf of the Chapter in case of emergency and communicate such to the Chapter at the earliest time.
(d) Shall have a reserved vote in case of stalemate.
(e) Shall have exclusive veto power.
(f) Shall in conjunction with others conferred with such powers by this constitution, transact business with the Bank that may be so appointed, on behalf of the Chapter.
6.2.2 VICE PRESIDENT:
(a) Shall act for the President in his absence and exercise all powers invested upon the President while so acting.
(b) In his acting capacity, shall have the right to enjoy all the privileges of the President.
(c) Shall perform other functions as deem fit by the Chapter from time to time.
(d) Shall be the Chairman of a standing committee.
6.2.3 SECRETARY - GENERAL
(a) Shall be responsible for drawing up the agenda of every meeting of the Chapter in consultation with the President.
(b) Shall be responsible for keeping the records of minutes of such meetings.
(c) Shall be responsible for all correspondences of the Chapter in consultation with the President.
(d) Shall submit annual report on the activities of the Chapter, including an annual activity report to ISOC Headquarters.
(e) Shall keep a register of members and enter in it the names and address of all persons/organisations who become members.
(f) Notification to ISOC Headquarters of any changes in the elected officers of the Chapter.
6.2.4 SOCIAL/PROGRAMME SECRETARY:
(a) Shall be responsible for all the social activities of the Chapter.
(b) Shall be responsible for spade work on welfare commitment and other humanitarian activities of the Chapter.
6.2.5 FINANCIAL SECRETARY:
(a) Shall keep proper accounts of the capital, funds, receipts,expenditure of the Chapter
(b) Shall be responsible for collecting dues and other financial matters
(c) Shall in accordance with Article 8 work out the modality of revenue collection and look for other avenues of revenue generation for the Chapter.
(d) Preparation of the Chapter’s Annual Financial Report for presentation to the Chapter at the Annual General Meeting, including completion and submission of the Annual Financial Report to ISOC Headquarters.
(e) Shall keep an up-to date record of financial members.
(f) Shall in conjunction with others conferred with such powers by this constitution, transact business with the Bank that may be so appointed, on behalf of the Chapter.
(a) Shall receive all monies due the Chapter from the Financial Secretary or any other officer of the Chapter for safe keeping.
(b) Shall pay such monies received into the Chapter’s bank account(s) within 48 hours or so soon thereafter.
(c) Shall maintain an imprest account.
(d) Shall in conjunction with others conferred with such powers by this constitution transact business with the Bank that may be so appointed, on behalf of the Chapter.
6.2.7 PUBLIC RELATIONS OFFICER:
(a) shall be responsible for publicity, especially with the print and electronics media.
(b) Shall in conjunction with the Secretary-General ensure that members of the Chapter are aware of meetings.
(c) Shall serve as the information officer/announcer at meetings/gatherings.
A professional Auditor shall be appointed as specified in Article 8.4(d) who:
(a) Shall be responsible for auditing all Chapter’s account as and when due and shall notify the Executive Council of any anomalies/discrepancies detected in the Chapter’s account.
(b) Shall be free to demand any relevant document from the Financial Secretary and any other member for the purpose of auditing.
(c) He shall not be a member of the Executive Council.
6.2.9 ADMINISTRATIVE SECRETARY:
At an appropriate time as and when the Chapter has developed to accommodate the provisions and responsibilities of this office, there shall be employed an Administrative Secretary who shall be the Administrative Head/Accounting Officer of the Chapter’s Secretariat and perform such other duties as may be specified by the President upon the prior approval of the Executive Council.
6.3 POWERS AND PROCEEDINGS OF THE EXECUTIVE COUNCIL:
There shall be established by the Chapter an Executive Council with the following powers and proceedings:
(a) The Executive Council shall have control over and the management of all the affairs and property of the Chapter.
(e) The Executive Council shall have powers to take any decision it considers beneficial to the Chapter provided that such decisions shall be tabled before the general meeting of the Chapter for ratification.
(c) The Executive Council shall prepare the yearly budget of the Chapter.
(d) The Executive Council may meet for the despatch of business, adjourn, and/or otherwise regulate their meetings as it may deem fit.
(e) A quorum of the Executive Council shall consist of 1/3 of the members.
(f) The Executive Council shall administer and set a plan for all standing/ad-hoc committees.
(g) Shall settle disagreement among members to create forum for love and unity.
(h) A meeting of the Executive Council at which a quorum is present shall be competent to exercise all the authorities, powers and discretion under the regulations of the Chapter for the time being vested in the Executive Council.
(i) The Executive Council members shall at all time act in the best interest of the Chapter and ISOC, and in accordance with their oath of office.
6.4 INDEMNITY OF OFFICIALS:
The members of the Executive Council shall be indemnified out of the fund of the Chapter against all costs, charges which they shall respectively incur; or be put to on account of any act, deed, matter or thing which shall be executed, done or permitted by them respectively in or about the bonafide execution of their respective offices and shall be reimbursed by the Chapter of all reasonable expenses incurred by them in or about any legal proceedings or arbitration on account of the Chapter or otherwise in the execution of their respective offices except such costs, losses and expenses that are doubtful as shall happen through their respective dishonesty or negligence.
6.5 REMOVAL/RESIGNATION OF OFFICERS:
(a) A member of the Executive Council shall be deemed to have forfeited his seat on the Executive Council if he shows lack of
interest and is not responsive to the activities and programmes of the Executive Council and the Chapter for a period of nine months consecutively.
(b) A member of the Executive Council wishing to resign his member-ship of the Council shall submit his letter to that effect to the President giving at least one month’s notice. In the case of the President, he shall submit his letter to the Secretary General giving at least 3 (three) month’s notice.
ARTICLE 7 - ELECTIONS AND NOMINATIONS
(1) The members of Executive Council shall be elected at an annual general meeting of the Chapter. But where it is expedient that the Executive be elected at a time other than an annual general meeting, an extra-ordinary general meeting may be called to elect the Executive; and such an Executive shall continue in office until the next annual general meeting.
(2) The Executive Council shall be dissolved and re-constituted after every 2 (two) years.
(3) The Executive Council shall have the power to fill, temporarily, any vacancies which may occur by death, resignation or expulsion in the Executive Council and to co-opt additional members as and when necessary, pending ratification at the Annual general meeting.
(4) The election shall be decided by a simple majority of votes.
(5) At any Meeting, voting shall be decided by a show of hands, unless a secret ballot is demanded by the Chairman or by at least three members present.
(6) In the case of equality of votes, whether by show of hands, or secret ballot, the Chairman of the meeting shall be entitled to a second or deciding vote.
(7) Subject as herein provided, every member shall have one vote. No member, other than a member duly registered who shall paid every subscription and other sum which shall be due and payable to the Chapter in respect of his membership shall be entitled to vote and/or be voted for at any general meeting.
7.2 NOMINATION OF CANDIDATES:
7.2.1 No member of the Chapter shall be considered nominated unless he is nominated by at least three other members of the Chapter.
7.2.2 Nomination of persons for elections to any office must be made in writing to the secretary - general not less than 14 days before the meeting at which elections for that office are intended to be proposed.
7.3 ELECTORAL COMMISSION:
(a) Shall be charged exclusively with the conduct of elections into available offices of the Chapter
(b) Members shall be appointed and constituted prior to the election 15 at the general meeting of the Chapter and the Chapter shall determine the number of members on the Commission, from time to time.
(c) Shall be headed by the Legal Adviser who shall be the Chief Returning Officer.
ARTICLE 9 - STANDING/AD-HOC COMMITTEES
9.1 There shall be established by the Chapter standing/ad-hoc Committees for Discipline, Programme, Education, Membership, Publicity and any other as the Annual General Meeting may determine on the recommendation of the Executive Council.
9.2 The membership of all the standing/ad-hoc committees shall, on the recommendation of the Executive Council, be appointed by the annual general meeting in their personal capacity based on the appointees’ special competence.
9.3 The Executive Council shall determine the terms of reference and reporting procedures, as appropriate, of the various committees.
9.4 The committees shall have their own by- laws provided such rules are not inconsistent with or amounting to an alteration of this constitution. Such rules are however null and void to the extent of their inconsistency with the constitution.
ARTICLE 10 - TRUSTEES 10.3.2 If such certificate is granted, the Trustees shall have power to accept and hold in trust, all land belonging to the INTERNET SOCIETY (NIGERIA CHAPTER) and to acquire land on behalf of the Chapter subject to such condition as the Commission may impose.
10.1.1 The Trustees of the Chapter for the purpose of the Companies and Allied Matters Decree No. 1 of 1990, Part C shall be appointed at the annual general meeting as stipulated in Article 5 but the quorum for the appointment of trustees shall be 1/3 of members present.
10.1.2 Such Trustees (hereinafter referred to as "The Trustees") shall be three in number and shall be known as ‘THE REGISTERED TRUSTEES OF INTERNET SOCIETY (NIGERIA CHAPTER)" 10.2 TENURE
10.2.1 The Trustees may hold office for life but a Trustee shall cease to hold office if he:
(a) Resigns his office
(b) Ceases to be a member of the registered Trustees of Internet Society (Nigeria Chapter).
(c) Becomes insane.
(d) Is officially declared bankrupt
(e) Convicted of a criminal offence involving dishonesty by a court of competent jurisdiction.
(h) Is recommended for removal from office by a Board of Governor’s and Trustees’ majority vote of members present at any general meeting of the Chapter. OR
(g) Ceases to reside in Nigeria.
10.2.2 Upon a vacancy occurring in the number of Trustees, the general meeting will appoint another eligible member of the Chapter.
10.2.3 The Trustees shall have a common seal which shall be kept in the custody of the Secretary General who shall produce it when required for use by the Trustees. All documents to be executed by the Trustees shall be signed by any two of them and sealed with the common seal.
10.3.1 The Trustees shall apply to the Corporate Affairs Commission for Certificate of Incorporation under the Companies and Allied Matters Decree No. 1 of 1990 Part C.
ARTICLE 11 - GENERAL
11.1 INTERPRETATION OF THIS CONSTITUTION
11.1.1 At the general meeting the chairman (or acting chairman at the meeting) shall determine all questions of interpretation arising from or under these rules and his decision shall be final after due consultations with the Executive Council and/or the Legal Adviser.
11.1.2 All references to persons in the masculine gender shall be applicable to the feminine gender.
11.1.3 Except the context otherwise provides all references to Society, Association or Chapter in this Constitution shall mean Internet Society (Nigeria Chapter).
11.1.4 This Constitution neither supersede nor abrogate any By-laws of Internet Society that regulate Chapter affairs.
11.2 AMENDMENT OF THE CONSTITUTION
Members at the general meeting may amend or repeal any part of this constitution by a 2/3 majority of votes cast, provided that such majority where there are registered branches, comprises the votes of at least half of the registered branches.
No Amendments may be proposed without the concurrence of the ISOC Vice President of Chapters.
11.3 OATH OF OFFICE
Appropriate oath of office which shall be administered on every new member of the Chapter, and all members of the Executive Council, and Committees shall be formulated by the Chapter from time to time.
11.4.1 These rules shall be cited as "The Constitution of Internet Society (Nigeria Chapter)"
11.4.2 A copy of this constitution shall be made available to every member.
ARTICLE 12 - SPECIAL CLAUSE
HE INCOME AND PROPERTY of INTERNET SOCIETY (NIGERIA CHAPTER) whensoever derived shall be applied solely towards the promotion of the objects of the Society as set forth in this RULES AND REGULATIONS/CONSTITUTION; and no portion 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 Society.
PROVIDED that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Society in return for any service actually rendered to the Society but so that no member of the Governing Council of the Society or any office of the Society paid by fees; and that no remuneration or other benefit in money or monies shall be given by the Society to any member of such Council or Governing Body except repayment of out-of-pocket expenses or reasonable and proper rent for premises demised or let to the Society provided that the provision last aforesaid shall not apply to any payment to any company of a member of the Society may be a company in which such member shall not hold more than one-hundredth 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.
NO ADDITION, alteration or amendment shall be made to or in the RULES AND REGULATIONS/CONSTITUTION for the time being in force, unless the same have been previously submitted to and approved by both the Registrar-General, Corporate Affairs Commission, and ISOC Vice President of Chapters.
In the event of a winding up or dissolution of the Society and 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 Society but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society and the body or bodies 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 society under or by virtue of the SPECIAL CLAUSE hereof, such institution or institutions to be determined by the members of the society at or before the time of dissolution and if in so far as effect cannot be given to the aforesaid provision then to some charitable object.
NOTES FOR THE AMENDMENTS
Further to your recommendations/suggestions we hereby inform you concerning the Chapter’s By-law as follows:
Article 3.1 - The text has been amended to incorporate your recommendation.
3.1.1 - "Identity card" changed to "membership card"
3.3 © - For the purpose of the principle of fair hearing, it is necessary to have a Disciplinary Committee, charged with the responsibility of tackling all matters pertaining to discipline. Hence, it is being retained in the by-law.
3.4 - Amended based on your recommendation
3.5 - Deleted. It could either be expressly contained in the by-law or considered a tacit matter.
Article 4.1© - Deleted based on your recommendation.
Article 5.4(b) - For the flexibility suggested, we have changed "a month’s notice" to "a reasonable notice"
5.4© - Your recommendation has been incorporated.
[Article 6.5 (a) - Please note that we have also changed "Twelve months" to "Nine months" as it appears under the Article ]
6.5 © - Deleted in line with your observation.
Article 10.2.1 - This is the exact requirement stipulated by the regulatory authority in Nigeria for inclusion in the by-laws of charitable organisation, including the Chapter.
10.3.2 - This is also another express provision for inclusion stipulated by the regulatory authority
Article 11.2 - This has been modified to include your recommendation.
Article 12 - This has been modified to also include your recommendation.
I Hope that this will meet your requirements.