THE CONSTITUTION OF

DESTINY VISIONAIRE CLUB

PREAMBLE

(a) We the members of “DESTINY VISIONAIRE CLUB” having resolved to come together as one body and have resolved to be bound by the provisions of this Constitution.

(b) This Constitution shall be supreme, have binding force and authority over every member of this Club.

INTERPRETATION

(a) In this Constitution “the Act” Means the Companies and Allied Matters Act 1990.

(b) The “Club” means “DESTINY VISIONAIRE CLUB”.

(d) Unless the context otherwise require, words, phrases and other expressions contained in these Regulations bear the same meaning as in the Act and if not in the Act then as in the interpretation Act, Laws of the Federation 1990.

(e) This Constitution shall constitute the entire regulations expressly binding upon the Club in the conduct and exercise of its affairs unless and until as accordingly amended by the Club General Meeting and in the absence of any regulation hereunder expressly governing the conduct of exercise of any matter, the provisions of the Act, shall govern the same absolutely.

ARTICLE 1: NAME:

This Club is to be known, called and addressed as “DESTINY VISIONAIRE CLUB.

ARTICLE 2: NATURE

The CLUB shall be a non-profit making non-governmental organization.

ARTICLE 3: HEADQUARTERS

The Registered Office and Headquarters of Club shall be situated in Nigeria.

ARTICLE 4: MEMBERSHIP OF THE CLUB

The membership of the Club shall be made up of the founding members of the incorporated trustees of “DESTINY VISIONAIRE CLUB” and such other persons as are admitted by the members by a resolution of two thirds majority of its members eligible to vote, additional membership may be upon such terms and conditions as the founding members shall deem fit.

Members of the Club shall be admitted when the Board of Trustees approves their applications for membership.

iii. Unless the Board of Trustees or members of the Club in a general meeting shall make other provision under part C of the Companies and Allied Matters Act, 1990 any member may at any time resign his /her membership on his/her own volition or the Board of Trustees in its discretion may cause any member to resin his/her membership or otherwise terminate a member’s membership

ARTICLE 5: AIMS AND OBJECTIVES:

To support our members with monthly financial contribution

To be our brothers keepers, by assist one another during occasions

To promote peace, unity, co-operation, progress and to teach and encourage good leadership and governance within our society.

To promote and propagate Christian religion and culture.

To support schools colleges, centers, institutions, clinics and other necessary facilities for propagating Christian education and practice.

To help in giving succor, love and education to the less privileged, abandoned and orphans and to provide counseling services and opportunities for interaction and socializing with the downtrodden in the Christian society.

To provide affordable Medicare especially to children, widows, aged and indigent people and to carry out enlightenment campaigns, educate the poor on the danger of HIV/AIDS and malaria and how to combat them.

To champion the cause of SME operators as a major contributor to national economy among the Christian community and Nigeria at large.

To eradicate child abuse and trafficking and put an end to juvenile delinquencies and thuggery among the youths by executing youth empowerments programmes.

To partner with other charities, NGO, and Development institutions in bringing about social development and behavioral change in our society.

To inculcate and encourage moral discipline amongst the youths by instilling in then a tradition of industry, patriotic and loyal services to the society in any situation they may finds themselves.

To raise the moral tone of the youths through workshops and training to equip them adequately for the challenge of leadership and the idea of national achievement, social and cultural achievement.

To source for and gratuitously donate drugs, medical equipment and accessories to complement dispensaries, clinics and primary healthcare centres, promote appropriate technology for west management, clean and accessible portable water, and community sanitary practices.

To undertake and execute any charitable trust or social services either alone or in collaboration with any other body in Nigeria or elsewhere within the context of the law.

To provide affordable accommodation to our members, through acquisition of real estate which will be sold to members.

ARTICLE 6: REGISTRATION

Before enrolment, any intending member of the Club must pay a registration fee of five thousand naira (N5, 000) or as determined by the general meeting.

ARTICLE 7: FINANCE

The Club shall raise its funds from the following sources:-

1) Admission/Registration fees

2) Voluntary donations/levies

3) Grants from other sources

4) Membership contributions

OFFICERS 8: OFFICERS

The Officers of the Club are:

The Chairman
The Vice Chairman
The Secretary General
The Treasurer
The Provost

SECTION 1: DUTIES OF THE OFFICERS

Chairman:

The Chairman shall in case of emergency order the convening of meetings. He shall preside over all meetings. He shall declare the decision of the meeting.

The Vice Chairman:
The vice chairman shall have the acting capacity to act as chairman in an event the chairman man is not available.

Secretary General:

The Secretary General shall be the Chief Executive of the Secretariat and the Coordinator of all the activities and functions of the Club. Shall also:

Oversee the activities of the Club’s Secretariat.
Cause to be issued notices of meetings of the executives Council, General Meetings and Board of Trustees Meetings subject to the approval of the Executive council.
Supervise all internal and external circulars, letters and other correspondence of the Club including that of the Executive Council.
The Secretary General shall bring before the EXCO any recommendation which in his view will enhance the smooth functions or running of the Secretariat and move the Club forward. Such recommendation shall be adopted after due rectification at a general meeting.
The General Secretary shall report the proceedings of the meeting.
He/She shall convene meetings upon direction of the Chairman he/she shall organize the Club Secretariat and keep its book.
In the absence of the Chairman, and the vice Chairman, the Secretary General shall preside at meetings and act in place the Chairman.
Be a co-signatory to the Club’s Bank Account.

The Treasurer:

The Treasurer shall receive all monies of the Club’s and put same in its Bank Account within six days and maintain an up-to-date records of the Club’s financial standing. He shall also forward his quarterly financial reports to the Club. He shall keep and impress account of N10,000.00 (Ten Thousand Naira Only), to meet urgent expenses.

Provost

The proper stewardship and custodianship of club, he will support the work of all official and perform administrative responsibilities within the club.

ARTICLE 9: SOURCE OF FUND:

For the purpose of raising and generating fund and other resources (in cash or in kind) for the realization of its Aims and Objectives, the Club may:-

Solicit donations (whether cash and/or kind) from individuals, corporate bodies, Clubs in Nigeria or elsewhere.

Receive grants, donations or assistance form individuals, enterprises, institutions, societies, trucks and other charitable or philanthropic organizations in Nigeria or elsewhere on the conditions that such donations, grants or assistance are made willingly by the donors.

Collect money and financial assistance from or by any other lawful source or means.

Accept voluntary contributions from members

ARTICLE 10: THE BOARD OF TRUSTEES (Governing Board)

The Trustees of DESTINY VISIONAIRE CLUB 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 the two-third majority of members forming a quorum.

Such Trustees (hereinafter referred) to as “THE TRUSTEES” shall be Three (3) in number and shall be known as the “INCORPORATED TRUSTEES OF DESTINY VISIONAIRE CLUB”.

The Trustees shall hold office for life but a Trustee ceases to hold office if he/she.
Resigns his office,
Ceases to be a member of the Incorporated Trustees of the CLUB
Become insane,
Is officially declared bankrupt
Is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction.
Is recommended for removal from office by a two-third majority vote of members present at any General Meeting of the CLUB,
Ceases to reside in Nigeria.

Upon a vacancy occurring in the number of Trustees a General Meeting will be held to elect eligible member of the CLUB.

FUNCTIONS OF THE TRUSTEES

The Trustees shall apply to the Registrar-General, Corporate Affairs Commission for a Certificate of Incorporation under the Companies and Allied Matters Act 1990.

If such certificate is granted, the Trustees shall have power to accept and hold in trust all land belonging to the CLUB. And to acquire Land on behalf of the CLUB subject to such condition as the Corporate Affairs Commission may impose.

ARTICLE 11: MANAGEMENT

For effective management of the Club the following offices shall be created.

The Executive council
The Board of Trustees
The advisory council

SECTIONS 1 FUNCTIONS OF THE EXECUTIVE COUNCIL

All regulations made by the council and ratified by the general Meeting shall be binding on every member of the Club unless and until they are amended or repealed by a General Meeting of the Club.

The Executive council shall have power, and from time to time, make regulations not inconsistent with these rules for the management of the affairs of the Club.

All such regulations made by the Executive council during its tenure of office shall be read out by the Secretary at the next General Meeting when they may be confirmed or amended by the members present at the meeting.

SECTION 2: ADVISORY COUNCIL

The Advisory Council of the Club shall consist of any member of eminent personalities chosen by the Board of Trustees from all over the country.

The members of the Advisory Council shall individually and collectively advise the Club on matters referred to it by the Board of Trustees.

ARTICLE 12: DUTIES OF THE TRUSTEES

They shall ensure the corporate moral integrity of the Club.

ARTICLE 13: TENURE OF OFFICE FOR EXECUTIVE DMEMDBERS

Members of the Executive Council shall be reviewed every Five (2) years.

Any members found guilty of any criminal offence, gross misconduct or acts that are inimical to the set objectives may be removed on the request of the Board of Trustees subject to the approval of the General Meeting.

SECTION 1 ELECTION OF THE EXECTIVE MEMBERS

The election of the Executive Members shall be by secret ballot at the General Meeting of the Club (once in 2 years).

In the event of any office becoming vacant before the next General Meeting that Board of Trustees shall have power to appoint a successor to fill the vacancy.

iii. No one shall be eligible for election unless he or she is a fully paid up member.

SECTION 2 CONDUCT OF ELECTIONS

Election at General Meeting of the Club shall be conducted as follows:-

Voting shall be by secret ballot after a quorum had been formed and the General Meeting declared open.

Each candidate for election must be nominated by a member of the Club.

SECTION 3 BYE-ELELCTION

The General Meeting shall have power to organization a bye-election to fill any vacancy in the Executive Council within 4 weeks id such vacancy exists.

SECTION 4 VACATION OF OFFICE

Vacation of office may arise in event of any of the following.

Cessation from membership of the Club
Removal on ground of misconduct.

iii. Inability to perform due to ill-heath.

ARTICLE 14: REMUNERATION

The Executive members shall be paid all reasonable expenses genuinely incurred by them in the course of execution of their duties or in connection with the business of the Club.

ARTICLE 15: ASSETS AND LIABILITES

All income and properties of the Club shall be applied solely towards the realization and promotion of its objectives and on portion of the income or property shall be paid or transferred to the Trustees or agents of the Club except as is permitted by or under Companies and Allied Matters Act 1990.

ARTICLE 16 MEETINGS

For effective administration of the Club there shall be the following meetings.

A General Meeting of the club during the month agreed by Governing Board every year.
Meeting of the Executive Council
Special General Meeting

Meeting Time: 3:30

There will be fine of N1, 000 for anyone who did not attend the meeting on time

SECTION 1 DUTIES OF THE ANNUAL GENERAL MEETINGS

There shall be a general meeting on 3^rd Sunday of every month.

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.

SECTION 2 MEETING OF THE EXECUTIVE COUNCIL

The Executive Council shall meet at least once a quarter to examine the accounts

and review the affairs of the Club.

The Chairman shall preside at all General or Committee Meetings of the Club or any other member of the trustees may preside in the Chairman’s absence and the presiding member will have a casting vote.

SECTION 3 SPECIAL GENERAL MEETING.

The Executive Council shall at any time whenever requested in writing by at least (1/4) one-fourth members call 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 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 17: PROCEDURE FOR CONVENING MEETINGS

Notice of meeting shall be given to the members by the secretary either in person or in writing.
In the case of a special business, the general nature of that business shall be made known.
A meeting of the Club, not withstanding the fact that it is called by shorter notice than that specified in this regulation shall be deemed to have been duly called if it is so agreed

PROCEEDING AT MEETINGS

Resolution at Annual General Meeting shall be passed by a simple majority of the votes entitled to be cast by those present t the meeting.
No business shall be transacted at any Annual General Meeting unless a quorum of member is present at the time the meeting proceeds, one-third of the members entitled to attend a meeting shall constitute a quorum
Each member shall have one vote on every resolution
The Chairman of the Club shall preside over the General Meeting of the Club. Where there is no such Chairman, or if he is not present within thirty minutes to the commencement of the meeting or he is unwilling to preside over the meeting, any other member of the trustee may preside.

ARTICLE 18: COMMITTEES

There may be set up by the CLUB committees in respect of such matters as discipline, fund raising, and building and or such other matters as the CLUB by a simple majority of its members at a properly convened General Meeting deem necessary so to do.

Membership of such committee shall stand dissolved on the completion of its assignment.

Decision of a committee shall be by a simple majority, with the Chairman of committee as appointed having a casting vote.

Decision of such committee shall be subject to General Meeting approval.

ARTICLE 19: FINANCE

SECTION 1

The CLUB shall operate bank accounts in its names. The signatories to the account shall the Chairman, the Secretary and the Treasurer. All monies must be paid into the account immediately upon receipt and on no account shall the treasures keep a cash of more than N10,000.00 with him/her at any point in time.

Financial year of the CLUB shall be from 1^ST January to 31^st December, of every year.

All expenditure (Current, Capital or otherwise) of the CLUB must be duly counter signed by Treasurer of the CLUB.

There shall be one account i.e. one operating account (current for the CLUB and excess fund shall be invested in a viable project with the approval of the General Meeting.

SECTION 2 ACCOUNT

The account shall be audited by an Auditor or Auditor appointed by the General House, from time to time. The Auditor shall scrutinize the account of the CLUB when it is required.

All reports by the Treasurer and Financial Secretary of the CLUB for the General Meeting must include Auditor’s report on the management of the CLUB for the relevant period.

SECTIION 3 RECEIPTS

All fees subscriptions and money due to the CLUB shall be parable to the Treasurer and the CLUB’S receipt shall be the only sufficient discharge.

SECTION 4 MEMBESHIP DUES

All members shall pay Annual Membership subscription to the determined at the General meeting.

SECTION 5 DONATION

The FOUNATION shall have power to accept donation and gift from Members, Groups, Corporate bodies or individuals provided the conditions attached to such donations are not inconsistent with the aims and objective of the CLUB and is generally acceptable as not inimical to the aims and objective of the CLUB.

ARTICLE 20: THE SEAL

The Trustees shall have a common seal.
Such common seal will be kept in the custody of the Secretary who shall produce it when required for use by the Trustees.
All documents to be executed by the Trustees shall be signed by such for them and sealed with the common seal.

ARTICLE 21: FINE

Any member who failed to attend a meeting without officially written letter to inform the club of his absent will pay fine of N2, 000.
Any member who failed to pay his monthly contribution before the deadline of 15^th of every month a default fee of N5, 000. There will be additional fine of N2, 000 daily payments for anyone who did not pay after 2 days of the deadline.
Any member who failed to host a meeting will pay a fine which will be determined by club
There will be fine of N1,000 for anyone who did not attend the meeting on time

ARTICLE 22: AMENDMENT

The constitution may be amended, altered or repealed in whole or part by a resolution passed by a two-third majority votes of all members at a General Meeting called for that purpose and approval by the Corporate Affairs Commission.

ARTICLE 23: AUDITORS

An auditors(s) shall be appointed by the members at the general meeting to audit the accounts of the Club Annually.

The Reports when due shall be submitted to the Chairman who shall communicate same to the General Meeting for approval.

ARTICLE: 24 SPECIAL CLAUSES:

THE INCOME AND PROPERTY DESTINY VISIONAIRE CLUB whosoever derived shall be applied solely towards the promotion of the CLUB 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 DESTINY VISIONAIRE CLUB..

PROVIDED that nothing herein shall prevent the payment, in good faith, or reasonable and proper remuneration to an officer or servant of the CLUB in return for any service actually rendered to DESTINY VISIONAIRE CLUB but so that no member of the Council of Management or Governing Body shall be appointed to any salaried office of the CLUB or any office of CLUB paid for by fees, and that no remuneration or other benefits in money or monies shall be given by the CLUB 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 DESTINY VISIONAIRE CLUB provided that the provision last a foresaid shall not apply to any payment of any company to a member of CLUB 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 force, unless the same have been previously submitted to and approved by the Registrar-General, Corporate Affairs Commission.

IN the event of a Winding up or Dissolution of the CLUB, there remains after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be paid to and distributed among the members of the CLUB but shall be given or transferred to some other institution(s) having objects similar to that of the CLUB 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 CLUB under or by virtue of the SPECIAL CLAUSE hereof, such institution(s) to be determined by the members of DESTINY VISIONAIRE CLUB at or before the time of Dissolution and if in so far effect cannot be given to the aforesaid provision, then to some charitable object.

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CHAIRMAN GENERAL SECRETARY

Dated…………………….. Dated…………………………