Nigerian Community Association in Queensland Inc. (NCAQ) Constitution
Record of Constitution changes
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Certificate of Incorporation granted: 19/07/2002
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Constitution Amended by Annual General Meeting of the NCAQ, Brisbane, 09/08/2008
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Endorsement of revised Constitution: 09/08/2008
Dr. Godwin Ayoko Ms. Morayo Osiyemi
President, NCAQ Inc. General Secretary, NCAQ Inc.
Nigerian Community Association in Queensland Inc. (NCAQ) Constitution
Revision of the Constitution approved at Incorporation 19/07/2002
Preamble
We, the members of the Nigerian Community Association in Queensland Inc. (NCAQ), do hereby adopt this Constitution for ourselves in the following terms; without prejudice to the Constitutions of the Federal Republic of Nigeria and the Commonwealth of Australia, upholding the principles of Freedom, Equality and Justice for all and committed to the social, cultural, educational, economic, physical and mental well being of members.
Article 1 Name
1.1 The name of the incorporated association shall be the “Nigerian Community Association in Queensland Inc.” and hereinafter referred to as “the Association”.
1.2 The headquarters of the Association shall be in Brisbane, Queensland.
Article 2 Objectives
The objectives of the association are
2.1 Promote and foster unity among all Nigerians without discrimination and act as a support group for all members and shall be non-party and non-sectarian in religion.
2.2 Foster good relationship between Nigerians, the rest of Africans and the wider Australian community on the one hand, and foster cooperation and understanding between the Nigerian government and the Australian government on the other hand.
2.3 Encourage all Nigerians to participate in and/or contribute to the task of nation building both in Nigeria and in Australia.
2.4 Promote Nigerian Arts and Culture.
2.5 Assist in providing and disseminating useful information on Nigeria for the purpose of educating and enlightening the Australian public, and also providing useful information about Australia to Nigerians for the same purpose.
2.6 Promote and support social, cultural and educational activities that are instrumental to the unity of the Association, and the interests of Nigeria and Australia.
2.7 Promote such charitable purposes as may from time to time be determined;
2.8 Participate as a group in matters relating to the Multicultural Affairs Queensland and other affiliated bodies especially in Queensland.
2.9 Participate as a group in matters relating to the NCAQ in Australia and foster cordial relationships with other Community Associations in Australia and worldwide.
2.10 Explore and utilise all available opportunities as are incidental to, or in accordance with enabling the Association to achieve its objectives.
Article 3 Membership
3.1 Membership shall be open to individuals aged eighteen years and over, irrespective of sex, political or religious opinion and;
a) who is of Nigerian origin, or any Nigerian or spouse of any Nigerian who live in Queensland or any person with Nigerian parenthood resident in Queensland, or
b) who is a parent of a child of Nigerian parenthood, as adopted child or direct parent, or
c) who meets the requirements of Section 3.3c of this Constitution.
3.2 Membership is voluntary.
3.3 Categories of Membership: The membership of the association shall consist of three classes; ordinary membership, nominal membership and honorary membership.
a) Ordinary membership:
(i) Shall be in accordance with section 3.1.
(ii) May participate fully in the activities of the Association.
(iii) Shall have the right to vote or be voted for.
(iv) Shall fully discharge their financial commitments to the Association including paying all subscription fees, dues and other levies in accordance with this Constitution.
(v) Shall be qualified for any discounts available on events and materials organised by the Association.
b) Nominal membership:
(i) Shall be in accordance with section 3.1.
(ii) Shall attain ordinary membership when outstanding financial commitments to the Association including paying all subscription fees, dues and other levies in accordance with this Constitution are fulfilled.
c) Honorary Membership:
(i) May be conferred to any persons who is a non-Nigerian, or a person of any nationality. Such conferment shall be in recognition of outstanding contributions to Nigeria or Australia with extensive benefits to the cause of the Association.
(ii) Shall be approved upon recommendation of the Executive Committee by simple majority vote by members at the general meeting of the Association in accordance with the Constitution.
(iii) Upon conferment, honorary member may perform such duties as ordinary members.
3.4 Membership Fees and Annual Subscription Fees
a) The membership fee or registration fee is payable once at the commencement of membership and shall be such sum as the members shall from time to time at the general meeting so determine.
b) All members shall pay annual subscription fee, and shall be such sum as the members shall from time to time at the general meeting so determine.
3.5 Register of Members
a) Subject to the provision of relevant privacy legislation, the Executive Committee shall cause a register to be kept in which shall be entered the names and addresses of all persons admitted to membership of the Association.
b) Such register may be open for inspection at all reasonable times on request by any member who previously applies to the General Secretary for such inspection. However, the Executive Committee may, on the application of a member of the association, withhold information about the member (other than the members full name) from the register available for inspection if the Executive Committee has reasonable grounds for believing the disclosure of the information would put the member at risk.
c) Subject to the provisions of relevant privacy legislation, and when deemed in the interests of members, the Executive Committee may from time to time authorise release of member information to the Nigerian High Commission in Australia.
Article 4 Membership of the Executive Committee
4.1 Composition of the Executive Committee
The Executive Committee of the Association shall consist of:
(i) The President
(ii) The Vice President
(iii) The General Secretary
(iv) The Assistant General Secretary
(v) The Treasurer/Financial Secretary
(vi) The Social and Welfare Officer
(vii) The Education and Cultural Officer
All of whom shall be members of the Association, and such additional number as the members of the Association at any General meeting may from time to time elect or appoint.
4.2 Specific duties of the executive:
(i) The President:
a. Shall be the Executive head of the Association and shall be responsible for the day to day administration of the Association.
b. Shall have the power to call any meetings of any committee of the Association and shall preside over all Executive Committee and general meetings.
c. Shall have a casting vote.
d. Shall have the power to act on behalf of the Association, in matters that are urgent, in accordance with this Constitution. Such actions shall be reported to the Executive Committee.
e. Shall be a signatory to all Bank accounts and the Common Seal of the Association.
(ii) Vice President
a. Shall aid and deputise for the President in all activities.
b. Shall perform other responsibilities as delegated by the President.
c. Shall coordinate all sections/networking groups of the Association.
(iii) The General Secretary/Assistant General Secretary:
The General Secretary or when absent, the Assistant General Secretary, shall
a. Take and keep minutes of the general meetings, Executive Committee meetings and any other meetings that may be held pursuant to this Constitution.
b. Keep the register of membership of the Association and the attendance record at meetings.
c. Receive and include into the agenda all requests by members for the inclusion of items into the agenda. Send out the agenda and notices of meetings.
d. Receive and coordinate all correspondence of the Association.
e. Keep all records of the Association and provide at a reasonable moment’s notice for inspection to any member of the Association, all records regarded as public records in accordance with section 3.5.
f. Shall be a signatory to all Bank accounts and the Common Seal of the Association.
(iv) The Treasurer/Financial Secretary:
The Treasurer/Financial Secretary shall:
a. Receive and collect all subscriptions, dues and all other monies which the Association is entitled to collect from members or any other person(s), natural or legal and other authorities.
b. Make payments when so authorized either by the Executive Committee or by the decision at general meetings of the Association for specified purposes.
c. Keep up to date the correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditures connected with the activities of the Association.
d. Make all records, accounts and books kept pursuant to this paragraph, available for inspection by any ordinary member at any reasonable moment’s notice.
e. Be a signatory to all Bank accounts and the Common Seal of the Association.
f. Produce readily for inspection all such records, accounts and at every general meeting of the Association;
g. On behalf of the Executive Committee, shall as soon as practicable after the end date of each financial year, ensure a financial statement for its last reportable financial year is prepared and audited.
(v) The Social and Welfare Officer:
a. Shall in consultation with and the approval of the Executive Committee, coordinate all social and welfare activities of the Association except meetings as defined in the constitution.
b. Shall generate and mobilise ideas for social activities in the Association and supervise the implementation of approved social and welfare initiatives in accordance with the directives of the Executive Committee.
c. Shall coordinate all issues relating to the welfare of members of the Association as approved by the Executive Committee.
(vi) The Education and Cultural Officer:
a. Shall coordinate and promote the Nigerian Arts and Culture to the wider Australian Community.
b. Shall in consultation with and the approval of the Executive Committee, educate the public on cultural matters relating to Nigeria or the Association.
c. Shall organise the design, and publishing of all materials required for publicising cultural activities relating to the Association.
d. Shall organise educational activities for members, including children or young adults for purposes of keeping abreast with the Nigerian culture and familiarise them with the historical, cultural and other activities of Nigeria.
Article 5 Functions and Powers of the Executive Committee
Except as otherwise provided by this Constitution, or subject to the resolutions of the members of the Association carried at any general meeting, the Executive Committee;
5.1 Shall have the general control and management of the administration of the affairs, property and fund of the Association.
5.2 Shall have the authority to interpret the meaning of matters in this Constitution and any matters relating to the Association on which this Constitution is silent.
5.3 May exercise the powers of the Association, except those exercised by voting at general meetings of the Association.
5.4 May delegate any of its powers to a sub-committee, consisting of such members of the Association as the Executive Committee decides. Any such sub-committees so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Executive Committee.
5.5 All acts done by the Executive Committee, or sub-committees, or any other persons authorised by the Executive Committee, shall notwithstanding that it is afterwards discovered that there was some defects in the appointment of any such member or person acting as aforesaid, or that the members of the Executive Committee, or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Executive Committee.
5.6. Subject to these rules or a resolution of the members of the Association carried at a general meeting, the Executive Committee may confer an honorary membership of the Association in accordance with Article 3, Section 3.3c.
5.7. Convene a general meeting at any time as in accordance with this Constitution.
Article 6 Election of the Executive Committee
6.1. Elections shall be held annually, preferably at the fourth quarterly meeting of the year during which an office falls due or at any other time as decided upon at the general meeting of the Association.
6.2. Election shall be by ballot.
6.3. Only ordinary members as per Article 3, Section 3.3a shall be eligible to vote or be voted for in any election.
6.4. In view of the need for continuity of the Executive Committee, half of the offices shall be due for election every other year. However, the office the President shall not be due for election in the same year with the General Secretary and Vice-President.
6.5. No member who is absent from the general meeting on election day shall be eligible for nomination as an officer, unless a written consent of the nominee is submitted to the Association.
6.6. The members of the Association should be duly informed by the General Secretary at the third quarterly general meeting of offices, which shall shortly fall due.
6.7. Immediately following the notification, all procedures, including written nominations, for election should be initiated by the Executive Committee.
Article 7 Tenure of Office of Executive Committee Members
7.1 All newly elected Executive Committee members shall assume office immediately after election.
7.2 Tenure of elected member shall be for two years in the first instance and each member shall be eligible for re-election for a similar tenure, but not more than two consecutive terms (that is, a total of four years).
7.3 In the absence of nominees for any positions, the incumbent, even after the expiration of their term(s), may be encouraged to seek re-election if so interested.
7.4 The out-going Executive Committee members not re-elected shall be retained as Ex-Officio members of the Executive Committee for at least one year following the election of new members into the same offices.
7.5 The documents and properties of the Association must be handed over to the persons elected into the relevant offices by the preceding office holder as required by the Executive Committee within two calendar months after the election.
Article 8 Meetings of the Executive Committee
8.1 The Executive Committee may meet and conduct its proceedings, as it considers appropriate, but must meet at least once every three months to exercise its functions.
8.2 The Executive Committee must decide how a meeting is to be called and the notice of a meeting is to be given in the way decided by the Executive Committee.
8.3 The Executive Committee may hold meetings, or permit a committee member to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen and a committee member who participates in the meeting through this means is taken to be present at the meeting.
8.4 A question arising at a committee meeting is to be decided by a majority vote of members of the committee present at the meeting and, if the votes are equal, the president shall have a casting vote.
8.5 A member of the Executive Committee must not vote on a question about a contract or proposed contract with the Association if the member has an interest in the contract or proposed contract and, if the member does vote, the member’s vote must not be counted.
8.6 The President shall preside as Chairperson for every Executive Committee meeting; and if not present, the Vice-President shall chair. If the Vice-President is also absent the General Secretary or any other member chosen among those present may chair.
8.7 A special/emergency meeting of the Executive Committee shall be convened by the Secretary on the requisition in writing signed or in consent by not less than one-third of the members of the Executive Committee, the requisition shall clearly state the reasons why such a special meeting is being convened and the nature of business to be transacted thereat.
8.8 At an Executive Committee meeting, at least one-third of the members elected to the committee form a quorum.
8.9 If there is no quorum at an Executive Committee meeting, the meeting may be adjourned.
Article 9 Vacancies on Executive Committee
9.1 In the event of a vacancy occurring in the Executive Committee because of resignation, relocation, disciplinary or other causes, the Executive Committee may appoint a member of the Association to fill any casual vacancy on the Executive Committee until the next Annual General Meeting, or the continuing members of the Executive Committee may continue to act notwithstanding any causal vacancy.
9.2 But if the number of the Executive Committee is reduced below the number required to form a quorum of the Executive Committee meeting and no member is appointed as in Section 9.1, the Executive Committee may summon a General Meeting of the Association for voting in new members.
Article 10 Removals From Office.
Any member of the Executive Committee shall be removed from office on:
10.1 Proven misconduct.
10.2 A vote of no confidence carried by a two thirds majority of the ordinary members present at a general meeting.
10.3 Failure to attend four consecutive meetings of the general or the Executive Committee meeting without any reasonable excuse or explanations.
Article 11 General Meetings of the Association
11.1 General meeting shall consist of all members of the Association.
11.2 Shall be held quarterly within every twelve calendar months at a maximum interval of three months on the dates to be specified by the Executive Committee. One of the general meetings shall be designated as the Annual General Meeting.
11.3 An extra-ordinary general meeting other than the one specified in section 11.2, may be convened by the President or the General Secretary at the request of at least one third of the current financial members (ordinary members) of the Association, on giving due notice addressed to all members of the Association.
11.4 All meetings shall be convened by the General Secretary and each meeting shall be preceded by the circulation of an Agenda and Notice of meeting and whenever possible, the minutes of the last meeting. All of which would be sent by means agreed to by members of the Association in such a manner that all shall reach all members at least two weeks before the date specified in the notice of the meeting.
11.5 Any member may make a request in writing to the Executive Committee for an item to be included in the agenda of a meeting. Such a request must be forwarded to the Executive Committee at least two weeks before the General Secretary shall send the agenda and notice of the meeting, for which the item is intended to be discussed.
11.6 A member may take part in the meetings, by using any technology that reasonably allows the member to take part in discussions as they happen. A member who participates in the meeting in this way is taken to be present at the meeting.
11.7 Every question, matter or resolution shall be decided by a simple majority of votes of the members present. Only qualified members, in accordance with Section 3.3 of this Constitution, are eligible to vote or be voted for at any meeting of the Association.
11.8 Every member present shall be entitled to one vote, if the votes are equal, the chairperson shall have a second or casting vote.
11.9 Decisions taken at any meeting conducted under this constitution shall be valid, provided the meeting has been convened in accordance with this Constitution.
11.10 At every general meeting, the president shall preside as chairperson, or in his absence the vice-president shall be the chairperson or if the vice-president is not present or is unwilling to act then the members present shall elect one of their number to be chairperson of the meeting. The chairperson shall maintain order and conduct the meeting in a proper and orderly manner.
11.11 The normal order of business at each general meeting is as follows: a) Apologies b) Confirmation of minutes c) Business arising from minutes d) Unfinished business from previous meetings e) Reports – verbal or written, and motions of which notices have been given f) General business g) Any other business.
11.12 The business to be transacted at every Annual General Meeting shall be as in Section 11. 11 and include receiving the report of the a) Executive Committee; b) the financial statement; c) the auditor’s report upon books and accounts for the preceding financial year; d) the election of the member of the Executive Committee as and when necessary; and e) the appointment of an auditor as and when advised by the Executive Committee.
Article 12 Powers of the Association
The powers of the Association shall be exercised by voting at the general meeting. The Association may;
12.1 Enter into any agreement, with government or authority or industry or any Organisation, that are incidental or conducive to the attainment of the objectives and exercise of power of the Association; to obtain from such bodies any rights, privileges and concessions which the Association may think desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
12.2 Accept any gift or property whether subject to any special trust or not, for any one or more objectives of the Association, but subject always to the provisions in this constitution.
12.3 Purchase or take on lease or exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights and privileges that may be requisite for the purposes of, or capable of being conveniently used in connection with any objectives of the Association.
12.4 Borrow or raise money alone or through any legal means in such a manner as may be proper and within the objectives of the Association.
12.5 Lend and advance money or give credit or any possible assistance to members, while guaranteeing indemnities and trust for such payments or help on all members.
12.6 Buy, sell, deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association’s premises.
12.7 Encourage and support members to take up – individually or collectively any such business schemes or economic activities that shall nurture the members of the Association and any members sympathetic to it.
12.8 Make donations for patriotic, charitable or community purposes.
12.9 Invest and deal with the money of the Association not immediately required in such manner as may be from time to time thought fit.
Article 13 Patron
13.1 The members of the Association may, on the recommendation of the Executive Committee appoint a Patron who shall hold office for three years. At the end of the three year tenure, may re-appoint the Patron having been satisfied with the performance of the said Patron during the preceding period.
13.2 The Patron should be a person of integrity who has successfully served the Association and played a leadership role.
13.3 The Patron shall from time to time through consultation or personal observation offer advice on matters relating to the objectives of the Association.
13.4 The Patron shall chair the sub-committee responsible for the nomination and conferment of honorary membership of the Association as per Article 3.3c.
13.5 The Patron shall advise the Association on matters of mutual interest to both the Patron and the members of the Association and on any other matters that the Association may from time to time deem appropriate to refer to the patron. Any advice given by the Patron shall carry significant weight at any meeting of the Association, but such advice may not be binding on the Association.
Article 14 Sections or Networking Groups
14.1 Sections or networking groups shall be such groups of individual members, with the recognition of the Association, may be formed within the Association for the furtherance of the objectives of the Association.
14.2 Such section or networking group shall have identifiable leader or coordinator who shall be a member of the Association.
14.3 Such section or networking group shall inform the Association of its activities when it deems fit or at the request of the Executive Committee.
Article 15 Funds and Accounts
15.1 Source of funds of the Association shall be derived from:
(i) Membership fees or registration fees.
(ii) Annual subscription.
(iii) Levies on members of the Association.
(iv) Donations by the members of the Association.
(v) Gifts or grants of money or property whether real or personal from any legitimate source. Such money or property may be subject to any trust or conditions for any or more of the objects of the Association.
(vi) Solicit for aid and grants or organise functions for raising funds generally or for specific purposes.
(vii) Apply for grants advertised by government agencies, international organisations, industry or other legitimate bodies for specific projects that would benefit the Association.
15.2 The funds of the Association must be kept in an account in the name of the association in a financial institution decided by the Executive Committee.
15.3 Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the association.
15.4 All amounts must be deposited in the financial institution account as soon as practicable after receipt.
15.5 A payment by the Association of $100 or more must be made by cheque or electronic funds transfer. If a payment of $100 or more is made by cheque, the cheque must be signed by any two of the following: the president; the secretary; the treasurer; any one of three other members of the association who have been authorised by the Executive Committee to sign cheques issued by the association. However, one of the persons who sign the cheque must be the president, the secretary or the treasurer.
15.6 Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed not negotiable.
15.7 The Executive Committee shall determine the amount of petty cash, which shall be kept in the imprest system by the General Secretary.
15.8 All expenditure must be approved or ratified at Executive Committee meeting.
15.9 No part of the Association’s funds may, at any time be distributed to members individually or collectively, funds shall be spent in accordance with the objectives of the Association and for other activities as approved by members of the Association at any of the General Meetings.
15.10 The Association may register a business name under which it wishes to conduct any legitimate business contributory to the enhancement and promotion of the welfare of its members and in furtherance of the objectives of the Association.
Article 16 Financial year
The end date of the association’s financial year in each year is at such time to be determined at the Annual General Meeting of the Association.
Article 17 Auditor
17.1 The accounts of the Association shall be audited once in every financial year and at any time when the Treasurer/Financial Secretary hands over to another if such a hand over occurs at a different time from the financial year appointed.
17.2 The Association on the recommendation of the Executive Committee shall appoint the Auditor.
Article 18 Common Seal
18.1 The Executive Committee shall provide and adopt a common seal for the Association. The Committee shall have the power when necessary to destroy the same and to substitute a new seal in its place.
18.2 The President shall be the custodian of the common seal.
18.3 The common seal shall not be affixed to any instrument except by the authority of the Executive Committee.
18.4 The signatures of at least two of the signatories shall attest to the affixing of the common seal to the Association’s Bank accounts.
18.5 The Association may register any badge, colours or design of the Association under any law of the Commonwealth of Australia or State giving to the Association or its members the right to use same whether subject to specified limitations, terms and conditions or not and to permit the same when registered to be used by members of the Association subject to the same limitations, terms and conditions as the Association may from time to time impose.
Article 19 Board for Disciplinary Action
19.1 There shall be a Board for Disciplinary Action to be composed of a minimum of three and a maximum of five ordinary members of the Association, the composition shall be in odd numbers only.
19.2 A Board for Disciplinary Action shall be set up by the Association at a general meeting whenever it becomes necessary for the purpose of investigating and determining the liability or culpability of any member or members for any gross misconduct or the suspicion thereof affecting the interests of a member or members in their standing in the Association or whenever there is a misconduct that in any way affects the interest of the members generally or the Association in particular;
19.3 A Board for Disciplinary Action shall be set up either on the recommendation of the Executive Committee or on a complaint lodged by a member supported by two other members of the Association.
19.4 The Board for Disciplinary Action may, after having found a person before it guilty of the gross misconduct, or any misconduct, recommend to the Association one or a combination of any of the following disciplinary measures:
a. A discharge of the person because of the triviality of the misconduct proved;
b. A demand that the person makes a verbal or written apology;
c. A fine or compensation of a specified amount-the fine going into the coffers of the Association;
d. A suspension of membership indefinitely or for a specified period;
e. A dismissal as a last resort.
19.5 The recommendation of the Board for Disciplinary Action shall not be overturned except by a two-third majority of the members present and voting.
19.6 Member found guilty by the board may appeal through the Secretary to have their case considered by the General Meeting of the Association at the earliest possible time.
Article 20 Amendment to Constitution
20.1 Subject to the provisions of the Associations Incorporation Act 1981, these rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting.
20.2 However, no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and approved by the Under Secretary, Department of Justice, Brisbane.
20.3 The general meeting may, by special resolution, enact regulations from time to time in dealing with the matters set out in these rules and all things which may be incidental to those matters or to the pursuance of the objectives of these rules, and amend or appeal such regulations.
20.4 These rules may also be amended or repealed by a special resolution of the general meeting provided that such resolution is supported by two-thirds of the full membership.
20.5 Any resolution inconsistent with the provisions of these rules shall be null and void to the extent of such inconsistency.
20.6 The text of a proposed amendment or alteration to the rules must be submitted in writing to the General Secretary at least four (4) weeks before the first general meeting at which it will be considered.
20.7 A point of order shall be attended to when any part of these rules is contravened.
Article 21 Winding Up
If upon the winding up or dissolution of the Association there remains after the satisfaction of all debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Association but shall be given or transferred to the State Government of Queensland to be kept in trust or in some other institution or institutions within the State of Queensland.
Article 22 Indemnity
Every member of the Executive Committee and every agent, auditor or other officer for the time being of the Association shall be indemnified out of the assets of the Association against, any liability incurred by them defending any proceedings, whether civil or criminal brought against the Association in any court of competent jurisdiction.
Article 23 Interpretation
In this Constitution, a reference to Association shall be Members of the Nigerian Community Association in Queensland Inc. Nigerian implies any person born in Nigeria or either of whose parents or any of whose grand parents belongs or belonged to community indigenous to Nigeria or person holding a valid Nigerian passport; or any person or the direct offspring of any person who has duly acquired a current Nigerian citizenship. A person shall not become a citizen of Nigeria by virtue of being a member of this Association as Honorary member.
