Legal
CONSTITUTION OF SOCIETY FOR ANIMAL RIGHTS PROTECTION (SARP)
ARTICLE 1
- 1.0 NAME, LOCATION, OFFICIAL LANGUAGE, LOGO AND STAMP OF THE SOCIETY.
- 1.1 The name of the Society: Society for Animal Rights Protection (SARP).
- 1.2 The Society is a non-governmental organization for the purpose of advocating and protection of animal rights.
ARTICLE 2
2.0 MISSION AND OBJECTIVES OF SARP
2.1 The mission statement of the society shall be:
“At SARP, we advance rights and justice for animals from harm and cruelty through ideological engagement and advocacy to attain sustainable eco-diversity.”
- The Objectives of the Society shall be:
- To advocate and protect animal rights.
- To promote the ethical rights of all species of animals.
- To prevent cruelty to animal including experiments in animals entailing physical or psychological suffering and to promote animal welfare and well being.
- To provide a safe haven of lost, stray, abused, or neglected animals, or to refer such animals to another appropriate organization.
- Find homes for such animals where they can receive quality care and attention.
- Provided that lawful authority has been obtained in order to do so, provide inspections of premises where animal abuse or neglect has been reported. Where appropriate, inspectors may issue advice and/or warning to the person(s) responsible for the welfare of animals under their control, and where necessary, put into motion the confiscation of abused or neglected abused or neglected animals.
- To promote on-going education on the welfare and wellbeing of animals so as to foster a culture of proper sustenance, care and humane treatment of animals.
- Co-operate with Veterinary Surgeons, other societies or associations with related objectives to achieve our common aims.
- Pursue such other lawful aims for the purpose of animal welfare and wellbeing as may be determined by the National Executive Committee (NEC).
- To provide veterinary care including the performance of surgical procedures through its veterinary clinic to the public in such terms of the set qualification criteria asdetermined by the Society.
- To establish and maintain animal hospitals, Rescue Centres, Sanctuaries and similar undertakings.
- To protect Aquatic and terrestrial animal and bird life in their natural habitat.
- To affiliate or join with any other society within and outside Nigeria having the same or similar objectives.
- To ensure that all forms of breeding and uses of animal respect the physiology and behavior specific to the species.
- To represent at all levels of governmental organisations the protection and safety of animals.
- To manage its resources responsibility and efficiently at all times to support the achievement of its objectives.
ARTICLE3
3.0 POWERS
The society is empowered to conduct such affairs as are necessary for proper fulfillment of its objects as laid down in Article 2 and in particular inter alia.
3.1 To do everything necessary for the proper and efficient control and conduct of the functions of the society
3.2 To do all the things which may be necessary or expedient for the purpose of giving effect to this constitution or any part thereof or the regulations or rules there under;
3.3 To implement all or any of the foregoing objects by any lawful means.
3.4 To make provision for the organization to be a body corporate and have an identity and existence distinct from its members office bearers.
3.5 To transact any business and acquire fund for the purpose of the society by means of subscriptions, by accepting donations, grants, and bequests ;and by lawful means and in accordance with the aims of the society;
3.6 To utilize its fund or any manner which may be necessary or expedient for the proper conduct of functions of the society.
3.7 If the organization has funds that can be invested, the funds may only be invested with regular financial institutions.
ARTICLE 4
4.0 LEGAL
4.1 The society shall be authorized to:
- Exist as a legal personality, able to sue and be sued,independent of its members, employees and committee members.
- Continue in existence notwithstanding changes in its members, employees and committee members
- Purchase,hold and dispose of assets required to achieve its objectives, as determined by the committee.
- Enter into contractual relationships with private individuals, corporate entities and governmental bodies.
- Apply for any applicable benefit s or exemptions provided by legislation.
4.2 For the above mentioned legal purposes, elected committee members are entitled to represent the society in accordance with a resolution by the committee members and employees or any member of the public may not describe themselves as representative of the society, or enter into legal agreements on behalf of the society, unless the committee has authorized them in writing to do so. 4.3 The society undertakes to act lawfully at all times and members undertake to act lawfully when carrying out duties on behalf of the society
4.4 The society’s legal liability is limited to its own funds and assets, and does not extend to the private funds and assets of its Members, Employees and committee Members.
ARTICLE 5
5.0 MEMBERSHIP
5.1 Membership shall be open to all persons provided that the Committee may, at its sole and absolute discretion, refuse membership to any person whose membership it considers undesirable:
5.2 The following shall be the classes of Membership:
(a) Ordinary Member
Person who subscribe to the annual amount fixed from time to time by the committee. The Committee shall have sole and absolute discretion, in deserving cases, such as persons who are physically challenged or persons in disadvantaged situations (but not limited to these categories), to provide free membership with full or limited benefits on the basis of individual merit.
(b) Junior Members
Persons under the age of eighteen years who subscribe the annual amount fixed from time to time by the committee.
(c) Life Members
Persons who subscribe a single sum of money fixed from time to time with the committee.
(d) Honorary Life Members
Persons appointed by the committee for services to the society or to the animals, which in opinion of the committee merit such recognition.
(e) Corporate Members
Companies, firms, or other bodies which subscribe an annual amount should be determined by the committee. Such member shall be entitled to nominate in writing a person to represent them, and such person shall whist he/she remains a nominee, be subject to the same conditions and entitled to the same rights and privileges as other member.
5.3 All subscriptions shall become due to 5th January in any year, shall be regarded as being in arrear if they are not paid within three months of that date. The membership register shall be closed twenty one (21) days prior to General Meetings and shall be re-opened after the General Meetings.
5.4 All classes of natural members, except Junior Members, shall be entitled to attend, speak and vote at general meetings of the society, and shall be eligible for election as officers or members of the committee provided that they are in good standing with the society, are not under suspension in terms of (5.6) below, and subject to the provision of (5.5) and;
5.5 Paid employees of the society shall be eligible for membership of the society with the right to speak but not to vote. Neither they or their relation by blood or marriage (whether civil or religious), or the person with whom they have entered into customary union, or the person with whom they are living in heterosexual relationship, shall be eligible as members of the committee, provided that the term “paid employees” shall not be regarded as referring to persons to whom the committee may vote as honoraria.
5.6 The Committee may expel or suspend any member who has, in its opinion, been guilty of conduct prejudicial of the object, interest or reputations of the society. Taking into account the audialterampartem principle in common law, such aperson must be advised of such intended suspension, and must be granted a hearing from the Committee, to draw attention to such facts as they may deem relevant to his position.
5.7 The liability of members is limited to arrear of their subscription and any other amounts which may owe the Society. “In good standing” shall mean that all subscriptions and other monies due to the society shall have been paid and that the persons are not in dispute with the society. 5.8 A member may resign by giving written notice to the secretary and shall be deemed to have resigned if their annual subscription is more than 12 months in arrear; provided that such a registration and any expulsion or suspension in terms of the constitution shall absolve the member concerned from any liability in respect of any arrear subscription, or any current subscription or other amount which is, or may become, due to the society up to the next year end following the date of such resignation, expulsion or suspension
ARTICLE 6
6.0 MANAGEMENT
The control of the affairs of the society and of all matters relating thereto shall vest in a NEC Committee which shall consist of:
6.1 Not less than 5 (five) and not more than (9) members who shall be elected at the Annual General Meeting.
6.2 Persons wishing to make themselves available for election to the NEC Committee who have been nominated by a member in good standing of the society must submit their names in writing to the secretary, to arrive no later than 7 (seven) clear days before the date set for the Annual General Meeting. Each submission must be accompanied by one page curriculum vitae/motivation which shall be made available for the members to read at the Annual General Meeting.
6.3 Any member in good standing shall be eligible for election to the committee if proposed and seconded.
6.4 A quorum for any meeting of the committee shall be 5 (five).
6.5 Retiring members shall be eligible for re-election should they so desire.
6.6 The committee shall meet at least 6 (six) times during each calendar year on specific dates to be fixed by committees’ decisions. Minutes shall be taken at every meeting to record the committee’s decisions. The minutes of each meeting shall be given to the committee members at least a week before the next meeting
6.7 Any elected member of the committee, who without satisfactory reason is absent from three consecutive meetings of the committee, shall/ipso facto cease to be a member thereof Leave of absence may be granted on request to any member thereof by the committee.
6.8 The committee may by co-option fill any vacancy among those of its members holding office in terms of the above and any such co-opted member shall retire from office at the next general meeting but shall be eligible for reelection.
6.9 As soon as practicable after election the committee shall from amongst themselves select a National Coordinator/President, Vice Coordinator, Treasurer and Secretary. All office bearers shall hold office until the next Annual General Meeting unless removed by two thirds majority of those voting at the meeting of the committee if practicable.
6.10 If at any meeting, the National Coordinator or vice coordinator is not present at the time of holding the meeting , the members of the committee present shall elect one of their members to act as coordinator for the duration of such meeting.
6.11 The secretary shall give each member of the committee reasonable notice of all ordinary meetings including notice of the place at which the meeting is to be held.
6.12 The committee shall be empowered to appoint such sub-committees as it may consider necessary for the effective carrying out of its functions may determine the powers and duties of such sub-committees.
6.13 The committee or any sub committee appointed by it may meet and adjourn as thought proper. Issues arising at any committee meeting shall be determined by a majority of the votes of the members present and in the case of an equality of votes, the Chairperson shall have a second or casting vote.
6.14 The committee must decide on and apportion portfolios of responsibilities to its members and make adjustments such portfolios as may be required.
ARTICLE 7
7.0 POWERS OF THE NEC COMMITTEE
The NEC Committee has the following powers:
7.1 To appoint and at its discretion remove or suspend such employees as it may consider expedient and determine their duties and fix and vary their salaries and emoluments and honoraria (if any).
7.2 To institute, conduct, defend, or abandon any legal proceedings by and against the society or its officers or otherwise concerning the affairs of the society, and also allow time for payment or satisfaction of any debts due and of claims or demands by or against the society.
7.3 To invest and deal with any monies of the society upon such securities and on such terms as it may think fit from time to time, vary or realize such investments.
7.4 To acquire by purchase, donation, lease, exchange or by other means any immovable property calculated to benefit and and to advance the society’s objectives, and construct or cause to be construct or cause to be constructed any building or structures for use in the attainment of the objectives of the society or for any purpose incidental thereto, and sell or otherwise dispose of such property.
7.5 To borrow money for use in the furtherance of its objectives, mortgage any property owned by the society and perform any such acts as may necessary to give effective security for the repayment of such loans limited to capital expenditure.
7.6 To open one or more banking accounts in the same society and operate upon the ame and draw, endorse, make or execute bills of exchange, cheques, use internet banking and other negotiable instrument connected with the business of the society, provided that such bills of exchange, cheques, use internet banking and other negotiable instruments connected with the business of the society, provided that such bills of exchange, cheques and other such negotiable instruments shall be signed by not less than two persons duly authorised thereto by the committee, one of whom shall at all time be a member of each committee.
7.7 To make,alter or rescind resignations and rules for the efficient control of the Society, its members, branches and employees , provided that rules ,alteration thereto and recessions thereof so made shall not be in conflict with this constitution.
7.8 To carry out and give effect to all resolutions of the members in general meeting and where no special direction is not given as to the manner in which any resolution is to be carried out ,carry it out in such a manner and form as the committee may in its discretion think fit ;and
7.9 To do all such other acts as may be necessary or desirable in the attainment of the objectives of the society.
ARTICLE 8
8.0 ANNUAL GENERAL MEETING
8.1 The annual general meeting of members shall be called by the committee within 6 months after the end of the financial year. At least 21 (twenty one) clear days which includes Saturdays and Sundays notice may be given by way of advertisement in not days not less than one issue of a newspaper circulating in the society’s areas of operations. Additionally at least 14(fourteen) days which includes Saturdays and Sundays notice may be given by SMS or E-mail to all members entitled to attend and vote,
But the non-sending and /or non-receipt of such notice shall be held at a suitable venue
8.2 The business to be transaction at such meetings shall include inter alia:
- To adopt the minutes of the previous Annual General Meeting
- To receive, consider and adopt the Annual Report by the committee on the affairs of the Society.
- To receive, considered and approve the Financial Statement of the society approve the Financial Statement of the society together with the Auditors Report.
- To elect the member of the committee.
- To deal with any relevant business in respect of which the secretary has received not less than 7 days prior written notice within the competence of the meeting; and
- To appoint an auditor in compliance with the requirements of the Nonprofit Organisations Act of 1997. Members of the Auditors shall not be a member of the committee.
ARTICLE 9
9.0 SPECIAL GENERAL MEETING
9.1 A Special General Meeting may be called by the committee at any time.
9.2 The Committee shall call a special general meeting on receipt of such a request signed by at least 15(fifteen) members or 25percent of the membership (whichever is the lesser) and such a request must specify the object for which the meeting is desired.
9.3 The notice calling a special general meeting must state the objective for which the meeting is called and no other business may be transacted at that meeting. For any Special General Meeting at least 21(twenty one) days notice shall be given in the manner prescribe for an Annual General Meeting.
ARTICLE 10
10.0 QUORUM
10.1 At an annual general meeting 10 (ten) members shall be a quorum. Where a quorum is not achieved the meeting will stand down for seven days (7) to the same day the following week, the same time and venue(unless that day is a public holiday )in which case the meeting stands down to the same time the next day that is not a public holiday. All members then attending would constitute a quorum.
10.2 At a general meeting requested in terms of clause 9.2 the quorum shall be 15(fifteen) members and in the event of a Quorum not being present the same rules as for an Annual General Meeting (10.1)shall be apply.
ARTICLE 11
11.0 VOTING
11.1 Each member entitled to attend and vote at the meeting shall have 1(one) vote.
11.2 At any general meeting voting shall be decided on show of hands unless a poll berequested, when it shall be taken in such manner and at such time as determined by the coordinator, or the person presiding at the meeting. Only members enrolled 21days prior to a meeting and in good standing shall be entitled to vote.
11.3 When any ballot is necessary two scrutinizers shall be elected by the members present to oversee the voting and count the votes.
11.4 No member shall be entitled to vote by proxy.
11.5 Any member in arrears with any payment due to the society shall be disqualified from voting.
11.6 Save where otherwise provided, all decisions shall require a simple majority vote. In the event of equality of vote the coordinator, or in his absence the person presiding at the meeting, shall have a casting vote in addition to his deliberative vote.
ARTICLE 12
12.0 BOOKS,ACCOUNTS AND RECORDS
12.1 A register of members shall be kept in such a form as determined by the committee provided that it complies with any relevant regulations.
12.2 The committee shall cause proper books to be kept in which a true and satisfactory account of all transactions shall be recorded.
12.3 Other than in respect of direct deposits into the society’s bank account a receipt shall be given for all monies received and shall be depositedto the credit of the society in a banking account.
12.4 The Auditor appointed at the Annual General Meeting shall have access at all times to books and account of the society and shall certify the financial statement based thereon.
12.5 In all respects accounting records shall comply with the relevant provisions of the Non Profit organization Act of 1997 and in accordance with Nigerian Statements of Generally Accepted Accounting Practice.
ARTICLE 13
13.0 ADMINISTRATION OF FUNDS The income and property of the society from whatever source shall be applied solely towards the promotion of the objects of the society and no portion shall be paid or transferred, directly or indirectly,by way of dividened, bonus or otherwise howsoever by way of profitby way of profit to members of the society; provided that nothing herein contained shall prevent the payment in good faith to any officer, employee or members of the society of remuneration from services actually rendered to the society; or of expenses actually incurred and disbursed in carryout the business or attending to the affairs of the society.
ARTICLE 14
14. FINANCIAL YEAR
The financial year of the society shall end on the 31st of December in each year.
ARTICLE 15
15.0 DISSOLUTION OF THE SOCIETY
THE SOCIETY MAY BE DISSOLVED IF AT LEAST TWO THIRDS OF THE MEMBERS ARE PRESENT AND VOTING AT THE GENERAL MEETING OF MEMBERS CONVENED FOR THE PURPOSE OF CONSIDERING SUCII MATTERARE IN FAVOR OF SUCH DISSOLUTION. Not less than 21(twenty one) days notice shall be given for such meeting and the notice convening shall be clearly state that the questions and dissolution of the society and disposal of its assets shall be considered. If there is no quorum at such general meeting,the meeting shall stand adjourned for at less 1(one)week and the members attending such adjourned meeting shall constitute a quorum. If upon winding up or dissolution of the society and after satisfaction of all debts and liabilities, there remain any assets whatsoever, then such asset shall not be paid to or distributed among the members of the society but shall be donated to an organization with similar aims of the society.