Jan
Our Constitution
EGBE AMOFIN O’ODUA
CONSTITUTION AND BYE LAWS OF THE “EGBE AMOFIN O’ODUA” [HEREAFTER REFERRED TO AS THE ASSOCIATION]
Preamble
WHEREAS:
1. We members of the Legal Profession called to the Bar and enrolled in the Supreme Court of Nigeria of the Yoruba extraction particularly within the South-West Region of Nigeria, and ALL other Yoruba-speaking communities across Nigeria, have noted the need to establish a forum for the promotion and protection of the interests of members practising within and outside the region and form an association called EGBE AMOFIN O’ODUA.
2. We also noted that there is a need to establish and formalize the EGBE AMOFIN O’ODUA by members in order to streamline, coordinate and regulate the affairs and activities of the forum with a view to promoting the highest ethical standard, achieve unity, deepen the Rule of Law and respect for the Constitution of the Federal Republic of Nigeria (as amended) and the Constitution and Bye Law of EGBE AMOFIN O’ODUA (herein established;)
WE MEMBERS OF THE EGBE AMOFIN O’ODUA hereby give ourselves this Constitution which shall bind all persons who subscribe to be members of the Association.
Section 1: Establishment and Name
1.1 There is hereby established an Association known as the EGBE AMOFIN O’ODUA or EGBE AMOFIN being an umbrella body for all Legal Practitioners of Yoruba Extraction in Nigeria, hereinafter referred to as the “Association”.
Section 2: Membership
2.1 Membership of the Association shall be open to:
2.1.1 All Legal Practitioners called to the Bar and enrolled in the Supreme Court of Nigeria (or anywhere in the commonwealth and the United States of America) who practise law in the States situate in the South-West Region of Nigeria and other Yoruba-speaking States (including Kogi and Kwara States).
2.1.2 Individuals who are Yorubas in any other parts of Nigeria outside the South-West Region of Nigeria, irrespective of their place of residence or practice, provided that such individuals SHALL owe allegiance to the Association.
2.1.3 Members are obliged to pay registration fees and annual dues, the sum of which SHALL be fixed and reviewed only by the General Assembly of the Association.
Section 3: Aims and Objectives
3.1 The Aims and Objectives of the Association shall be:
3.1.1 Promotion and protection of the interests of members of the Association and inculcation of values and the culture of Omoluabi of the Yoruba people in the members of the Association.
3.1.2 Promotion, maintenance and defence of honour, integrity and independence of the Bar and the Bench in the South West Region and all Yoruba speaking communities in Nigeria.
3.1.3 To encourage the education, advancement and prosperity of members.
3.1.4 Promotion of the spirit of unity of purpose, cooperation, understanding and tolerance between the Bar, Bench and other bodies and authorities involved in the practice of the legal profession and administration of justice within the States in the South-West Region and all Yoruba speaking communities within the Federal Republic of Nigeria.
3.1.5 To promote and inculcate in the Members the highest ethical standard in the Legal Profession and in particular the protection of rights of citizens and respect for the constituted authority.
3.1.6 To uphold and ensure the observance of the ideals of the Rule of Law, in the governance of the people and protection of the poor, the vulnerable and the challenged members of the society.
3.1.7 Encouraging the interest and participation of members in the affairs and activities such Association (National and International) concerned with the advancement of Legal Education and advancement in learning.
3.1.8 To work in liaison with individuals, groups, associations by whatever name called in or outside the South-West Region of Nigeria, for the maximization and advancement of the collective interest of the Association in the Legal Profession
3.1.9 To create a platform for advancement of Legal education, corporate partnership in the protection and development of the Welfare and Wellbeing of its members.
3.1.10 To promote respect for obedience to and observance of the Constitution of the Federal Republic of Nigeria in all the States of the South West of Nigeria.
3.1.11 To be the Voice of the Legal Profession in all the States of the South West Region of Nigeria.
Section 4: Organs and Functions: General Assembly and Governing Council
4.1 The Association shall have five (5) constituent organs namely:
4.1.1 The General Assembly
4.1.2 The Governing Council
4.1.3 Forum of Chairmen of Branches
4.1.4 The Board of Trustees
4.1.5 The Council of Elders
4.2 The General Assembly comprises Members of the Governing Council, Council of Elders, Members of the Board of Trustees, Chairmen and Secretaries of Branches and individual members of the Association.
4.3 The General Assembly shall be the highest authority and policy/decision making body of the Association. Its resolution shall, if not unanimous, be decided by a simple majority of the members present at any particular meeting and binding on all persons and organs of the Association.
4.4 The General Assembly shall hold the Annual General Meeting of all the branches and members of the Association during the Easter vacation of Courts or as it may be determined by the Governing Council.
4.5 The quorum of the General Assembly should be 20.
4.6 The Governing Council shall consist of a Chairman, Vice-Chairman, Secretary, Publicity Secretary, Welfare Secretary, Treasurer, Financial Secretary, Assistant Secretary, Auditor and three (3) Non-portfolio members
4.7 The Governing Council shall, in relation to the Association, function as the Executive Committee of the Association and shall be charged with the day-to-day Management of the Association and execute the directives, decisions and resolution of the General Assembly.
4.8 The Governing Council shall be answerable to the General Assembly and its decisions shall be those arrived at its Council meetings which shall hold at least once in two (2) months.
4.9 The quorum of the Governing Council should be 5.
Section 5: Incorporated Trustees and the Common Seal
5.1 The Trustees of the Association, hereinafter referred to as “the Trustees” shall for the purpose of the Companies and Allied Matters Act 2020 be appointed at a general meeting duly convened in accordance with the provisions of this Constitution and shall not be fewer than six or more than nine at least two (2) of whom shall be females.
5.2 The Trustees so appointed shall be known as “The Incorporated Trustees of EGBE AMOFIN O’ODUA”.
5.3 To be eligible for appointment as a Trustee of the Association, a nominee must be a member of the Legal Profession, whose name is on the roll of legal practitioners who is of good standing at the Bar, with good character and who shall be appointed by the members of the Association in a General Meeting pursuant to nomination by an eligible member and approved by a simple majority of eligible members present.
5.4 The Trustees shall hold office for three (3) years renewable for another term of Three (3) years ONLY.
5.5 The Trustees named for the purpose of the incorporation of the Association shall remain in office for a period of two (2) years and may be reappointed at the expiration of the tenure as substantive trustees in terms of paragraph 5.4 above.
5.6 A Trustee shall be appointed from each of the six states of the South West of the Federation and one from other Yoruba- speaking states.
5.7 In the event of the expiration or termination of the tenure of any Trustee, the Association may appoint any suitable person as Trustee in his stead at a General Meeting called for that purpose, in accordance with Section 5(4) above
5.8 The Trustees shall appoint amongst themselves a Chairman who shall hold office for a term of Three (3) years, renewable for another term of three (3) years ONLY.
5.9 The Board of Trustees shall appoint a Secretary who shall hold office for a term of three (3) years renewable for another term of three years ONLY.
5.10 A Trustee shall cease to hold office if he:
5.10.1 resigns his office; or
5.10.2 becomes insane/senile; or
5.10.3 is officially declared bankrupt; or
5.10.4 is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction or is found guilty of professional misconduct; or
5.10.5 is removed by a two thirds majority vote of members present at a General meeting of the Association convened for that purpose; or
5.10.6 becomes deceased.
5.11 The common seal of the Association shall be kept in the custody of the Secretary of the Association who shall produce it when required for use by the Trustees.
5.12 The fixing of the common seal shall be authorized by the signature of the Chairman of the Board of Trustees and the Secretary or any other person authorized by the Board of Trustees to use the seal. It shall be necessary to state by virtue of which authority the seal is being used and this shall be recorded in the minutes of the meeting of the Board of Trustees at which such authority is issued.
5.13 The Foundation Trustees shall apply to the Corporate Affairs Commission for Incorporation under the Companies and Allied Matters Act 2020.
5.14 Upon such incorporation, the Trustees shall have power to accept and hold in trust, all properties belonging to the Association and shall have power to acquire land or any property whatsoever on behalf of the Association.
5.15 The Trustees may not deal with the property so vested in them in ways other than as a cest qui trust, and they may not by way of salemortgage, charge, lease unless otherwise as may be directed by the Association and such directives shall be given by the General Meeting of the Association by 2/3 majority of votes of members present.
5.16 The Board of Trustees shall be and exercise the highest Arbitral or Mediation powers in respect of any disputes that defy solution by other organs of the Association
5.17 In the event of a conflict between Governing Council and the Board of Trustees such conflict shall be resolved by the decision of a simple majority of members present at the meeting of the General Assembly convened for that purpose.
5.18 The Board of Trustees shall meet whenever such meeting as is necessary at least once a month, to enable the Trustees undertake or carry out any function on behalf of the Association or whenever deemed necessary as may be determined by the Board.
Section 6: Branches:
6.1 A Branch of the Association shall be established in each Judicial division of the States High Courts in the States of Ekiti, Lagos, Ogun, Ondo, Osun, Oyo, Kogi and Kwara.
6.2 A Branch of the Association may be established in States outside the South West Region of Nigeria or other jurisdictions subject to the guidelines approved by the General Assembly based on the recommendation of the Governing Council.
6.3 Each branch of the Association shall elect members to offices of Chairman, Vice Chairman, Secretary, Financial Secretary, Treasurer and Public Relations
6.4 The officers of the Branch shall perform functions assigned to and analogous with those of the National Officers of the Association in this Constitution whilst the Vice Chairman of the Branch shall have the additional duty of discharging the duties of the Welfare Officer.
6.5 Where there is no guideline as to any conduct in the Branch, the provision of the National body of the Association should be utilised.
Section 7: Election and Tenure of Officers
7.1 Members of the Governing Council of the Association shall be elected biennially into office by and at a meeting of the General Assembly convened as may be determined from time to time by the General Assembly.
7.2 A person shall be elected for a Single Term of two ( 2) Years and shall not be eligible for re-election into the same office.
7.3 The Governing Council shall before the date of any election set up an Election Committee that shall recommend to the General Assembly the rules and conditions for the election; and organize the election.
7.4 No one shall serve on the Governing Council for more than a period of 2 years
7.5 Election of the Chairman of the Governing Council shall be done in observance of the principle of rotation among the States in the South- West Region with respect to the holders of offices.
7.6 No member State shall have more than two persons elected or serving in the Governing Council at any point in time.
7.7 The composition of the Governing Council shall reflect even representation of the male and female members.
Section 8: Meetings
8.1 There shall be General meetings of the General Assembly as shall be convened by the Governing Council subject to the provisions of this Constitution, excluding the meeting convened specifically for the election of officers of the Association.
8.2 General meetings shall be hosted by any Branch that volunteers so to do, failing which hosting shall rotate among the member states Branches in the alphabetical order of the names of the states subject to the willingness and capacity of the state to host the meeting:
Provided nothing shall preclude Branches in the same State to co-host a meeting of the General Assembly.
8.3 There shall be at least 30 days’ notice of any general meeting of the General Assembly. The notice of meeting shall include a copy of the minutes of the immediate past meeting and shall be sent to the Chairmen and Secretaries of each member State Branch of the Association to be circulated to all individual members of the Association via e-mails or any other media effective in the states
8.4 In addition to the copy of notices sent out, the Secretary of the Governing Council shall send notices of general meetings to members of the Board of Trustees and Council of Elders of the Association by e-mail effective in the states.
8.5 General Meetings shall be presided over by the Chairman of the Governing Council and in his absence, by the Vice Chairman, and in the absence of both, by the most Senior member at the Bar of the Governing Council present at the meeting.
8.6 The Chairmen of Branches constituting two thirds of the Branches in the Yoruba Speaking States may requisition an emergency meeting of the Association to be convened by the Governing Council when so requisitioned, or as deemed necessary having regards to the agenda for the meeting.
8.7 The General Assembly may conduct its business and meetings virtually (electronically) or physically at any location agreed upon or as appropriate.
8.8 The Governing Council may meet from time to time as may be convened by the Chairman, virtually (electronically) or physically.
8.9 The Governing Council may also request a joint meeting of the Governing Council and Board of Trustees when deemed necessary.
8.10 The Governing Council may be dissolved at an emergency meeting convened for this purpose with the communiqué of the Council of Elders and Board of Trustees.
Section 9: Duties of the Officers of the Association
9.1 The duties of the Chairman of the Governing Council of the Association include:
9.1.1 Supervision of the day-to-day execution of the directives, decisions, and resolutions of the General Assembly by the Officers of the Governing Council;
9.1.2 Represent the Association at relevant times.
9.1.3 Presiding over meetings of the General Assembly;
9.1.4 Rendering annual reports of the activities of the Association to the General Assembly;
9.1.5 Speak as the voice of the Association on matters authorized by the Association.
9.2. The duties of the Vice-Chairman of the Governing Council of the Association include:
9.2.1 Deputising and assisting the Chairman in the discharge of his duties;
9.2.2 Acting on behalf of the Chairman in his absence;
9.2.3 Performing such other functions as may be assigned to him by the Chairman, the Governing Council or the General Assembly.
9.3 The duties of the Secretary of the Governing Council of the Association include:
9.3.1 The Management of the Secretariat of the Association, take and keep minutes of the General Assembly and other organs of the Association except otherwise provided under this Constitution.
9.3.2 Issuing and distribution of notices of meetings, and reports.
9.3.3 Issuing of notices for payments of dues to all members.
9.3.4 Keeping of records, reports and all vital documents of the Association.
9.3.5 Keep and maintain effective contact with any other Associations that share common interest with the Association.
9.4 The duties of the Treasurer of the Governing Council of the Association include:
9.4.1 Keeping proper records of accounts and finances of the Association;
9.4.2 Rendering annual reports of the state of accounts and finances of the Association to the General Assembly.
9.4.3 Sign all the authorization for withdrawal of funds from the Accounts of the Association with the Chairman.
9.4.4 Be responsible to the Chairman to ensure that all disbursement pass through proper processes and
9.4.5 Shall keep records of all members of the Association as may be advised by the Financial Secretary.
9.5 The duties of the Welfare Secretary of the Governing Council of the Association include:
9.5.1 Formulating policies for the promotion, educational advancement, protection of the welfare and wellbeing of all members of the Association;
9.5.2 Maintain constant contact with members of the Association both within and outside the South-West and report promptly to the Governing Council incidences affecting any member of the Association where the intervention of the Association may be necessary;
9.5.3 Co-ordinate and ensure seamless arrangements for the venue and accommodation of members during General Meetings, Council Meetings or other official functions of the Association.
9.6 The duties of the Assistant Secretary of the Governing Council of the Association include:
9.6.1 Taking and keeping minutes of the meeting of the Governing Council;
9.6.2 Performing such duties as may be assigned by the Council Chairman, Secretary or the Governing Council.
9.7 The duties of the Financial Secretary of the Governing Council of the Association include:
9.7.1 Keeping proper records of dues and all payments to the Association;
9.7.2 Issuance of receipts to all financial members of the Association.
9.8 The duties of the other officers of the Governing Council of the Association shall include all duties from time to time, assigned to them by the Chairman of the Governing Council and the General Assembly.
Section 10: Qualification To Hold Office
10.1. Chairman – To be qualified to hold office as Chairman of the Governing Council, such person shall be in good standing with the Association and the Nigerian Bar Association (NBA) and must be of minimum 20 years post call.
10.2. Vice Chairman – To be qualified to hold office as Vice Chairman of the Governing Council, such person shall be in good standing with the Association and the NBA and must be of minimum 20 years post call.
10.3 Secretary – To be qualified to hold office as Secretary of the Governing Council, such person shall be in good standing with the Association and the NBA and must be of minimum 15 years post call.
10.4 Other Offices – To be qualified to hold office as an officer of the Governing Council other than those listed in 10.1, 10.2 and 10.3 above, such person shall be in good standing with the Association and the NBA and must be of minimum 10 years post call.
Section 11: Forum of Chairmen
11.1 There shall be a Forum of Chairmen of all the branches of the Association, Chairmen of NBA Branches within the South West Region who are of Yoruba extraction and Chairmen of NBA Branches outside the South West Region who are of Yoruba origin.
11.2 The Forum of Chairmen shall in addition to any other duty conferred on it by this Constitution act as an advisory body to the Governing Council and shall assist in the implementation of the decisions of the General Assembly and the Governing Council of the Association with respect to the matters of common interest.
11.3 Where the Chairman of any NBA Branch in the South West Region is not of Yoruba extraction, the most Senior member of the Executive Committee who is of Yoruba extraction shall stand in for the Branch and in the absence of any such member, the Forum of Chairmen may after consultation co-opt a member to represent the Branch.
11.4 The Forum of Chairmen shall conduct its meetings as it may deem fit.
Section 12: Council of Elders
12.1 There shall be a Council of Elders which shall consist of Elders of the profession drawn from all the Yoruba speaking States of Ekiti, Lagos, Ogun, Ondo, Osun, Oyo, Kogi, and Kwara.
12.2 The Council shall consist of not less than 15 elders and not more than 25 elders whose nomination shall be from branches of the Association.
12.3 No member of the Board of Trustees, the Governing Council or a serving chairman of any NBA Branch shall be eligible to be a member of the Council of Elders.
12.4 The tenure of a member of the Council of Elders shall be for a non-renewable period of six (6) years.
12.5 The Council of Elders shall act as an advisory body to all other organs of the Association provided that the decision of the General Assembly shall be final on all issues concerning the Association.
Section 13: Qualification To Vote and be Voted for
13.1 Financial Member – Subject to other provisions of this Constitution any person who is a financial member and in good standing with the Association for not less than two years preceding the election year shall be eligible to vote and be voted for.
13.2 Attendance – Any person who shall qualify to vote or be voted for MUST have attended at least Two (2) General Meetings of the Association not less than Two Years preceding the election year.
Section 14: Zoning Arrangement
14.1 The Association shall adopt the zoning formula stated below in presenting candidates for NBA National Offices election whenever it is the turn of the South West Zone to occupy an office which by NBA Zoning Arrangement is to be filled by members of the NBA from the Zone as represented by the Association.
14.2 The zoning arrangement shall operate subject to any arrangement between the Association and other group(s) of the Western Zone of the Nigerian Bar Association.
14.3 There shall be three mini-zones within the Association for the purpose of representation at the level of NBA National offices which are as follows:
14.3.1 Ekiti State and Ondo State (Zone A)
14.3.2 Osun State and Oyo State (Zone B)
14.3.3 Ogun State and Lagos State (Zone C)
14.4 The representation of the Association in National Offices of the NBA shall rotate among the three mini-zones in the order set out above in Section 14.3.
Section 15: Finance
15.1 The funds of the Association shall be derived from:
15.1.1 Registration fees paid by members;
15.1.2 Dues from members;
15.1.3 Donations and gifts from any person, group or organization whether within or outside the Association, provided such gift or donation is compatible with the aims and objectives of the Association and is ethically acceptable.
15.2 The Association shall maintain and operate current and other accounts in reputable banks the signatories to which account shall be the Chairman, Secretary and Treasurer of the Association.
15.3 The Association shall adopt Financial Regulations as may be approved by the Governing Council.
Section 16: Miscellaneous Provisions
16.1 Members of the Association are entitled to pursue their political or other ambitions within the NBA or any other Professional Association, provided that such pursuit shall consider and hold paramount the general interest of the Association as an entity, above that of the member.
16.2 Every member who wishes to vie for any elective office of the NBA shall be bound by the decision of the Association on his candidacy.
16.3 The Association shall have power to co-opt, adopt or endorse and support the candidacy of any person from outside the Association, for any office of the NBA, if the Association is satisfied that such is in the larger interest of the Association as an entity, or in fulfilment of an earlier agreement, understanding or obligation with other similar regional associations of the NBA.
16.4 All members and Branches shall be bound by the decisions and resolutions of the Association in all matters affecting the interests, aims and objectives of the Association and none shall deviate therefrom.
16.5 Any member or Branch that violates the decisions or resolutions of the Association shall, in addition to any other sanction which may be imposed by the General Assembly, be blacklisted by the Association and shall not enjoy the support of the Association in the particular or future endeavours of that member or Branch except if pardoned by the General Assembly.
16.6 Where two or more members of the Association indicate interest in contesting for the same office in the NBA, the Association shall have power to examine and screen such members and this screening shall take into consideration:
16.6.1 The character qualification, seniority and suitability of the aspirant for the particular office sought;
16.6.2 The objectives of the aspirant for the particular office sought;
16.6.3 The opinion of members of the Association as expressed by resolutions of their Branches for or against the candidacy of the aspirant; and
16.6.4 Any other relevant consideration that may be considered material in determining the candidacy of the aspirant.
16.7 There shall be an Election & Screening Committee which shall be constituted by the General Assembly to conduct the screening of aspirants for elective offices of the Association.
16.8 The Election and Screening Committee shall not have power to adopt or disqualify any candidate but simply play an advisory role to the candidates and the Association.
16.9 The Election and Screening Committee shall have power to mediate between candidates but SHALL not impose an opinion on any of the candidates.
16.10 The Association may request the Forum of Chairmen to undertake any task including that of Election & Screening Committee as it deems fit.
Section 17: Commencement and Amendment
17.1 This Constitution shall take effect upon adoption.
17.2 The provisions of this Constitution may be amended by 2/3 majority of financial members present at the General Assembly by resolution of which notice MUST have been circulated to members at least 15 days prior to the day of the General Assembly meeting.
Section 18: The Special Clause
18.1 The income and property of the EGBE AMOFIN O’ODUA shall be applied solely towards the promotion of the objects of the EGBE AMOFIN O’ODUA as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to the members of the EGBE AMOFIN O’ODUA:
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the EGBE AMOFIN O’ODUA in return for any service actually rendered to the EGBE AMOFIN O’ODUA. No member of the Governing Council, the Council of Elders or the Board of Trustees shall be appointed to any salaried office of the EGBE AMOFIN O’ODUA or any office of the EGBE AMOFIN O’ODUA and no remuneration or other benefit in money or money shall be given by the EGBE AMOFIN O’ODUA to any member of such Council or Board except repayment of out-of-pocket expenses or reasonable and proper rent for premises demised or let to the EGBE AMOFIN O’ODUA provided that the provision last aforesaid shall not apply to any payment to a Company by the EGBE AMOFIN O’ODUA who may be a Company in which a member shall not hold more than one tenth of the share capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
18.2 No officers and members of anybody or organ of the Association shall be paid salaries or allowances for their position or service but where any person gave professional services to the Association he may be reimbursed
18.3 Every change made to or in the Constitution shall not come in force, unless the same shall have been previously submitted to and approved by the Registrar-General of the Corporate Affairs Commission.
Section 19: Interpretation
19.1 In this Constitution and Bye Law “Yoruba-Speaking States of Nigeria” means Ekiti, Lagos, Ogun, Ondo, Osun, Oyo, Kogi and Kwara States. The above listed States shall be known as ‘Member States’.
19.2 The description of the expression “member states” above is without prejudice to membership of the members from Yoruba communities outside the South West region.
Section 20: Dissolution
If in the event of dissolution of the EGBE AMOFIN O’ODUA there remains, after the satisfaction of all its debts and liabilities, any property/asset whatsoever, the same shall not be paid to or distributed among the members of the EGBE AMOFIN O’ODUA but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the EGBE AMOFIN O’ODUA and the institution or institutions are prohibited from distributing its income and property amongst its or their members to an extent at least as much as is imposed on the EGBE AMOFIN O’ODUA, under or by virtue of the Special Clause hereof, such institution or institutions to be determined by the members of the EGBE AMOFIN O’ODUA. If effect cannot be given to the aforesaid provision, then such surplus property/asset shall be given or transferred to organization(s) with charitable causes and objects.
Adopted this day of 2021
__________________________ _____________________
Chairman, Egbe Amofin O’odua Secretary, Egbe Amofin O’odua
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