Embassy of the Federal Republic of Nigeria Beirut - Lebanon

CONSTITUTION

THE LEBANESE - NIGERIAN FRIENDSHIP ASSOCIATION

AND

MEMORANDUM OF ASSOCIATION

ARTICLE I: NAME

i The Association shall be known as THE LEBANESE - NIGERIAN FRIENDSHIP ASSOCIATION (LENIFRA) (hereinafter referred to as "The Association").

ii The Association shall be registered by the appropriate Lebanese Authorities as a non-political, non-religious, non-profit oriented but a socio-cultural organisation.

ARTICLE II: OBJECTIVES:

i The Association shall have as its objectives, the following:

(a) Promoting friendship and understanding through the creation of an appropriate platform for social interaction among members of the Association;

(b) Organizing various social and cultural activities aimed at showcasing the rich cultural heritage of both Lebanese and Nigerian peoples and promoting cordial relations among them;

(c) Encouraging positive relations among the various establishments and institutions in both Lebanon and Nigeria and within the Public and Private Sectors.

ARTICLE III: TYPE OF ASSOCIATION

i The Association shall:

(a) be a social, non-political, non-religious and non-profit oriented organisation open to all Lebanese with Nigerian connections and Nigerians with Lebanese connections;

(b) establish branches in the various regions of Lebanon, if required, and may also cooperate with other organisations with similar objectives outside Lebanon;

(c) have an Executive Committee consisting of not more than ten members, which will be elected by the General Assembly every two years;

(d) have a Board of Trustees comprising of not more than nine members of the Association, who shall be elected by the General Assembly for a period of five years;

(e) have a Patron in the person of the serving Nigerian Ambassador to Lebanon or any head of the Nigerian mission accredited in that respect. The Embassy of Nigeria shall be an observer member of the Executive Committee of the Association.

ARTICLE IV: TYPE OF ACTIVITIES

i The Association shall:

(a) Perform, sponsor or make possible the following activities/ventures: Film Show, Food Fair, Music, Sports, Humanitarian and philantropical activities, Charity projects, Exhibitions of Traditional Attire, Cultural Night, National Day Celebration, Lectures, Seminars, Symposia, Exchange of visits among Students, Academia, Researchers, Bazaars, Lebanese and Nigerian National Celebrations, etc.

(b) Organise Annual Lebanese-Nigerian Cultural Festival.

ARTICLE V: MEMBERSHIP

i The Association shall comprise of Full Members, Associate Members, Honorary Members and Non Resident Members in the following manner:

(a) Full Members: Shall be open to all Lebanese persons with Nigerian connections and all Nigerians with Lebanese connections who are ordinarily resident in Lebanon.

(b) Associate Members: Shall be open to all Lebanese and Nigerian corporate organizations with crucial role in promoting Lebanese-Nigerian relations.

(c) Honorary Members: The Executive Committee of the Association reserves the right to bestow honorary membership of the Association upon individuals at its discretion. Honorary Members shall be drawn from senior state executives whose roles are considered crucial to the advancement of the objectives of the Association; or such other persons who in the estimation of the Executive Committee have played, or can play, crucial roles in the advancement of objectives of the Association. Honourary Members shall serve for a period of two years renewable.

(d) Non-Resident Members: This membership shall be accorded to persons of Lebanese origin with Nigerian connections and their Nigerian counterparts who are not ordinarily resident in Lebanon. Such persons shall however retain their original date of membership in the event of their attaining full membership of the Association.

(e) Membership shall be for life, except where suspended, withdrawn or terminated under the rules set out in this Constitution.

(f) A member shall enjoy the full rights of participation in Association activities in so far as he/she meets all Association rules and obligations, including the payment of all stipulated fees and charges.

(g) A register of members shall be kept and this shall be reviewed quarterly.

(h) Admission to membership shall be ratified by the Executive.

(i) A member of the Association may withdraw his/her membership at any time with a written notice of intention to do so, addressed to the Association's Secretary. Such withdrawal shall take effect from the date of receipt of such notice. For members who hold elective offices of the Association, notice of withdrawal will not take effect until the property of the Association in the possession of the member(s) concerned have been properly accounted for and handed over to the Executive.

(j) Membership can also be suspended or terminated by a decision of Executive in the event of any behaviour that is prejudicial to discipline and good conduct or which, in the opinion of the Executive, constitutes serious misconduct. Any such decision, including the proceedings leading to it, shall be communicated to the member(s) concerned, who shall be given ample opportunity to defend him/herself before the decision to suspend or terminate membership is taken, in accordance with the procedure contained in this Constitution.

ARTICLE VI: PATRON

i In addition to specific responsibilities assigned to the Patron under this Constitution, The Patron shall exercise (in an independent manner) a supervisory, advisory and pastoral role in relation to the Organisation with a view to ensuring good order and relations in it, and that the Organisation achieves its objectives.

ii The Patron of the Association shall not have the right to vote at General Assembly on any issue.

ARTICLE VII - BOARD OF TRUSTEES

i There shall be established a Board of Trustees of not more than nine members to be elected from the Full Members of the Association.

ii Members of the Board of Trustees shall be elected by the General Assembly on the recommendation of the Executive Committee.

iii The Board of Trustees shall elect its own Chairperson and adopt its own mode of operation.

iv Members of the Board of Trustees shall also function as the Electoral Body of the Association. The Chairperson of the Board of Trustees shall preside over the General Assembly and the affairs of the Association from the dissolution of the out-going Executive Committee until the reconstitution of the new Executive Committee.

iv Members of the Board can have their tenures renewed for a further period of five years only.

v The Executive Committee shall cause the title to:

(a) all land held by or in trust for the Association which is not vested in any recognized official body of the State; and

(b) all investments held by or on behalf of the Association to be vested in the Board of Trustees.

vi Member of the Board of Trustees may be removed from office at the instigation of the Executive Committee and upon the approval of the General Assembly.

ARTICLE VIII - SUBSCRIPTION

i The annual subscription for all Members of the Association [save for Honorary Members and the Patron for whom subscription fees are not applicable] shall be in a sum fixed from time to time at the discretion of the General Assembly.

ii Furthermore a one-off membership fee shall also be payable by every Full Member, Associate Member and Non-Resident Member in a sum fixed from time to time at the discretion of the General Assembly.

ARTICLE IX - EXECUTIVE COMMITTEE

I There shall exist an Executive Committee for the purpose of steering and directing the decisions and activities of the Association.

ii The Members of the Executive Committee of the Association shall be appointed to office by way of election conducted and overseen by an Electoral Body in the manners set out in this Constitution.

iii The Executive Committee shall comprise of the following elected or nominated officers, namely:

(a) Chairperson

(b) First Vice Chairperson

(d) General Secretary

(e) Assistant General Secretary

(f) Financial Secretary

(g) Treasurer

(h) Social Secretary

(i) Secretary for External Relations

(j) Observer, Embassy of Nigeria, Beirut, Lebanon)

iv Those persons seeking election or nomination to the Executive Committee must be able to demonstrate a track record of integrity, merit, efficiency and commitment, and, insofar as possible, the members of the Executive Committee, especially the Chairperson and the Vice Chairpersons, shall seek to reflect the different social, religious and geo-ethnic affiliations of members of the Association.

v Members of the Executive shall serve for a tenure of two years and could be renewed for another tenure. A member cannot be elected into the same post, which he has occupied during two successive tenures until the expiration of another single tenure of two years.

ARTICLE X - FUNCTIONS AND DUTIES OF THE EXECUTIVE COMMITTEE

i The affairs of the Association shall be managed by the Executive Committee with a view to achieving its objectives. In managing its affairs, the Committee will seek to implement the broad guidelines and aims as laid down by the General Assembly.

ii The Executive Committee shall have the power to do all things reasonably necessary in order to achieve the objectives of the Association and (without prejudice to the generality of the foregoing) shall have power:

(a) to arrange and execute all activities detailed out in Article IV of this Constitution.

(b) to communicate with other institutions and individuals in Lebanon, Nigeria and elsewhere in relation to the objectives of the Association;

(c) to convene a General Assembly, Annual General Meeting or any other Meeting as deemed necessary by the Committee and in circumstances provided for by this Constitution;

(d) to collect the subscriptions of members;

(e) to prepare an annual General Account and submit the same to the General Assembly or Annual General Meeting;

(f) to record resolutions of the Committee and those of the General Assembly or Annual General Meeting;

(g) to prepare and adopt the annual report of the Association;

(h) to enter into monetary or other legally binding obligations on behalf of the Association and to apply its funds in satisfaction of its obligations;

(i) to open bank accounts in the name of the Association and to deposit the funds of the Association with any reputable institution, and

(j) to establish other branches or Committees of the Association whether in Beirut or regionally;

(k) Any expenditure of the funds of the Association exceeding $250 shall be approved by an ordinary resolution of the Executive Committee. Any expenditure of funds not exceeding $250 shall be approved by the Chairperson, Treasurer and one or both Vice Chairpersons. All expenditure of the Association shall be applied in furtherance of the objects of the Association only.

iii The Executive Committee shall meet in full session at least three times per annum at the instigation of the Chairperson.

iv In advance of any meeting of the Executive Committee, the General Secretary shall, with the Chairperson's approval, draw up the Agenda for the meeting for circulation to members of the Committee. Matters not included on the Agenda may only be tabled for discussion at the meeting of the Committee with the Chairperson's approval.

v All members of the Executive Committee are at liberty to propose matter(s) for inclusion on the Agenda and such matter(s) shall be included if it or they are consented to by the Chairperson or at least three members of the Executive Committee.

vi Meetings of the Executive Committee shall be presided over and directed by the Chairperson (assisted by any person appointed by him), or, in his absence, one or both Vice Chairpersons of the Organisation. Discussion of any issue should be conducted cordially and respectfully, and through the Chairperson of the meeting so that order and progress is maintained.

vii Where it is necessary to decide any issue raised at a meeting of the Executive Committee by a vote, and unless otherwise provided for in this Constitution, such decision shall be determined by a majority vote of the Committee (full resolution) exercised by those attending the meeting.

viii For the avoidance of doubt, the Chairperson may vote upon any issue (to be decided by voting) at a meeting of the Executive Committee. If he does decide to vote on any such issue, his vote must be the last vote to be exercised upon the issue. Where there is a tie in the votes the Chairperson of the particular meeting of the Executive Committee shall have a second or casting vote.

ix Where, in the view of the Chairperson, an issue arises which requires a decision of the Executive Committee and in his view it is impractical or unnecessary to convene a meeting of the Executive Committee, its officers may be notified in writing by the Chairperson of the issue and, if required, the issue may be decided by the votes of the officers [full resolution] notified in writing to the Chairperson.

x Members of the Executive Committee shall hold office for a period of two years, after which time they must stand down. After a two-year tenure as a member of the Executive Committee, a member may put himself/herself forward for election or nomination for a further consecutive tenure of two years provided that no member of the Executive Committee shall serve for a period longer than four continuous years.

ARTICLE XI - FUNCTIONS AND DUTIES OF OFFICERS

i Chairperson: The Chairperson shall preside at all meetings of the Association. In the absence of the Chairperson either one of the Vice Chairpersons of the Association shall preside at such meetings. The Chairperson shall have responsibility for coordinating the day to day activities of the Association with the assistance of the Executive Committee. He shall uphold the Constitution, maintain order and ensure that wherever appropriate applicable rules of procedure are followed. He shall have the power to adjourn any meeting with the consent of the majority of those present. He shall carry out all such duties incidental to the office of Chairperson.

ii First Vice-Chairperson: The Vice-Chairperson shall assist the Chairperson in the day to day running of the Association. He/She shall act for the Chairperson in the latter's absence. Where such is the case, the First Vice Chairperson shall be vested with all powers and duties of the Chairperson. He/She shall carry out all such duties incidental to the office of First Vice Chairperson.

iii Second Vice Chairperson: The Second Vice-Chairperson shall assist the Chairperson in the day to day running of the Association. He/She shall act for the First Vice Person in the absence of the latter.

iv General Secretary: The General Secretary (in addition to the specific duties assigned to him under this Constitution) shall carry out the administrative work of the Association and coordinate the various functions of its secretariat except as otherwise provided for by this Constitution, the General Secretary shall be responsible for convening meetings of the Executive Committee and General Assembly. He shall keep and maintain the inventory of membership of the Association and further keep and maintain in an organised manner all records, documents and minutes appertaining to the Association and correspond as appropriate with the Membership and other organisations and bodies. The General Secretary shall carry out all such duties incidental to the office of General Secretary.

v Assistant General Secretary: The Assistant General Secretary shall assist the General Secretary in the performance of his duties. In the absence of the General Secretary the Assistant General Secretary shall take over the responsibilities of the General Secretary. The Assistant General Secretary shall carry out all such duties incidental to the office of Assistant General Secretary.

vi The Financial Secretary shall keep an up to date financial record of the affairs of the Association, shall keep the financial books of the Association, shall be responsible for the state of its account, and shall prepare and present at every General Assembly and meeting of the Executive Committee a statement setting out the state of its finance. The Financial Secretary, together with the Treasurer, shall be responsible for preparing or vetting all budgets produced for financial expenditure on behalf of the Association. The Financial Secretary shall carry out all such duties incidental to the office of Financial Secretary except the receipt of monies, which shall be responsibility of the Treasurer.

vii The Treasurer shall be responsible for all monies received by the Association and shall be responsible for keeping its cheque and lodgement books. All monies collected or received by the Treasurer must be accurately recorded and thereafter deposited in the bank account of the Association within 72 hours of receipt. The Treasurer shall give the Financial secretary a written record of all monies received and paid in by him/her (keeping a copy for him/herself) and otherwise cooperate with and assist the Financial Secretary in the preparation of the Association’s financial books and records including the safe-keeping of all lodgement books, records and slip. The Treasurer, together with the Financial Secretary, shall be responsible for preparing or vetting all budgets produced for financial expenditure on behalf of the Association. The Treasurer shall carry out such duties incidental to the office of Treasurer.

viii The Social Secretary shall be responsible for the organisation of all social functions of the Association in accordance with decisions and resolutions made by the Executive Committee or General Assembly, including the budgeting for such functions and ensuring that all receipts from such functions pass to the Treasurer. The Social secretary shall carry out all such duties incidental to the office of Social Secretary.

ix The Secretary for External Relations: shall be responsible for the publicity of the Association’s objectives and activities and shall liaise with other bodies for the purpose of promoting friendship and goodwill. He shall also be responsible for publication and distribution of the Association’s materials. The Publicity secretary shall carry out all such duties incidental to the office of Publicity Secretary.

x Observer: A designated official from the Embassy of Nigeria in Beirut shall observe and participate in all meetings of the Executive Committee acting as a link and coordination point between the Embassy and the Association and providing, where appropriate, assistance to the Association in the accomplishment of its objectives.

ARTICLE XII - THE ELECTORAL BODY

i In order to conduct and supervise the process of electing members of the Executive Committee, there shall be formed an Electoral Body. The Chairman and members of the Board of Trustee together with two other co-opted members from the Office of the Patron shall constitute the Electoral Body.

ii The Electoral Body shall act as a neutral and independent body whose task it will be at all times to ensure accuracy, transparency and proprietary in the processes of electing the Chairperson and the Executive Committee of the Association.

ARTICLE XIII - ELECTIONS

i Members of the General Assembly of the Association shall elect members of the Executive Committee through a secret balloting process and on the basis of one man one vote.

ii The Electoral Body shall conduct elections into the various posts on the Executive Committee using either the postal ballot or electronic voting system or any other voting system as may be expressly approved by the Body.

iii Only Full Members of the Association may vote, and be voted for, in elections into posts on the Executive Committee. Such members must have paid their subscriptions in full as at the time of filing their candidatures before they are allowed to vote for one contestant for each vacancy on the Executive Committee.

iv Elections into posts on the Executive Committee shall be conducted during the last quarter preceding the end of the tenure of the incumbent Executive Committee and not later than 21 days before the inauguration of the Executive Committee.

v The Electoral Body shall submit, for ratification, all election results to the General Assembly at the time of inauguration of a new Executive Committee.

vi It shall be the task of the Electoral Body to (1) receive the candidature applications for positions on the Executive Committee;(2) sift and process those- applications in order to ensure compliance with provisions of this Constitution, especially Article VIII (iv), and (3) recommend publication to the Members of all qualified candidates appropriately.

vii Where, in exercise of their duties to ensure compliance with the relevant provisions of this Constitution, the Electoral body decides not to recommend an individual candidature to the Members, that candidate shall be notified forthwith of the decision of the Electoral Body together with its reasons for so deciding.

viii If the candidate in question, having seen the reasoning of the Electoral Body, is aggrieved at the decision, he shall have the right to appeal the decision to the Patron of the Association, such right to be exercised within 7 days of his being notified of it

ix The candidate shall appeal in writing to the Patron through the General Secretary setting out, inter alia, why he is aggrieved at the decision of the Electoral Body and why there has not been compliance with the Constitution.

x The appeal shall be heard immediately by the Patron of the Association who shall decide whether, bearing in mind the relevant provisions of this Constitution, the Electoral Body has faithfully and correctly carried out its duty.

xi The Patron shall have the power to confirm or overturn the decision of the Electoral Body giving written reasons for their findings. The decision of the Patron shall be final.

xii All nominations for the various positions on the Executive Committee must be submitted and received by the Head of the Electoral Body at least 2 months prior to the General Assembly. Such nominations must be supported by two Full members of the Association.

xiii The process of nomination and election to the various posts on the Executive Committee shall be conducted by the Electoral Body assisted by the General Secretary of the Association.

xiv The General Secretary shall convey all candidature submissions and supporting letters to the Electoral Body for it to perform its duty as expeditiously as possible.

xv Having considered all the candidatures, in accordance with its duties under paragraphs above, the Electoral Body will then instruct the General Secretary as to all the candidates to go forward for election.

xvi The General Secretary shall then, at the same time, publish to all the members the names of all the candidates who are standing for election to the Executive Committee as confirmed by the Electoral Body as soon as possible, and in any event, no later than 2 months before the General Assembly.

xvii Election of the members of the Executive Committee shall then proceed by way of secret ballot.

xviii The contestant with the most votes for each position shall be elected to the Executive Committee with his appointment being confirmed by the General Assembly.

ARTICLE XIV - TERMINATION OF MEMBERSHIP OF THE COMMITTEE

i A member of the Executive Committee shall cease to hold office if he or she:

(a) is disqualified from acting as a member of the Committee by virtue of any statutory provisions in force in Lebanon, the country of jurisdiction of the Association.

(b) dies or becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(d) is absent from three consecutive meetings of the Committee and/or for good and sufficient reason three-quarters of the other members of the Committee pass a resolution that such Committee member shall be removed from office PROVIDED THAT a Committee member faced with removal shall have the right to be heard by the other Committee members before a vote is taken which shall be by secret ballot.

ARTICLE XV - DISSOLUTION OF THE EXECUTIVE COMMITTEE

i The Executive Committee of the Association may be dissolved in the following circumstances only, namely

(a) by instigation of members of the Executive Committee calling an extraordinary meeting of the General Assembly in order to seek from it a resolution that the Executive Committee be dissolved and a new one elected or nominated (for the circumstances in which this power can be exercised see sub paragraphs i-viii below);

(b) by instigation of the Chairman of the Executive Committee calling an extraordinary meeting of the General Assembly and tabling before it a resolution that the Executive Committee be dissolved and a new one nominated or elected by the Assembly (for the circumstances in which this power can be exercised see sub-paragraphs i-viii below); and;

(c) by instigation of the Patron of the Association acting at his own instance or upon a request addressed to him and signed by 1/3 of members of General Assembly, the Patron can convene an extraordinary meeting of the General Assembly and table before it a resolution that the Executive Committee be dissolved and a new one nominated or elected by the Assembly (for the circumstances in which this power can be exercised see sub-paragraphs i-viii below).

ii Pursuant to Art. XV (i) above, if, for whatever reason, in the view of at least seven members of the Executive Committee (expressed in writing at any time) the Executive Committee is unable to function effectively, then the Chairman shall forthwith call a meeting of the Executive Committee which must take place within 28 days of notification being received of the view of the seven committee members as aforesaid.

iii The sole purpose of the meeting shall be to discuss the functioning of the Committee with a view to adopting measures which have the effect of improving its effectiveness, however, if after a reasonable period has passed for discussion, it is the view of the majority of members present at the meeting that the most appropriate solution lies in the calling of an extraordinary meeting of the General Assembly in order for it to resolve whether to dissolve the Executive Committee or not, then, any member of the Committee present at the meeting may table a resolution to this end.

iv A resolution of the Executive Committee seeking an extraordinary meeting of the General Assembly in order to dissolve the Executive Committee must be supported and passed by a majority of at least two thirds of those present and voting at the meeting of the Committee at which such resolution is tabled. If the Executive Committee resolves to call an extraordinary meeting of the General Assembly as here provided for, then such meeting of the General Assembly must take place within 28 days of the meeting of the Executive Committee at which the resolution to call it was passed.

v If, for whatever the reason, in the view of the Chair of the Association the Executive Committee is unable to function effectively, at a meeting only, the Chair may table a resolution for an extraordinary meeting of the General Assembly to be summoned in order to dissolve the Committee, and such resolution must be put before the General Assembly if it is supported by a two thirds majority vote of the Committee present and voting.

vi Similarly, where in the view of the Patron of the Association, the Executive Committee is unable to function effectively, he has the right to call for an extraordinary session of the General Assembly in order to table a special resolution before it that the Committee be dissolved and a new one be appointed by vote or nomination to manage the affairs of the Association.

vii Whether pursuant to Art. XV i (a), (b) or (c) above, an extraordinary meeting of the General Assembly is summoned, such meeting must take place within 28 days of the meeting or notification of the Patron which resolved that it should.

viii Whether pursuant to Art. XV i (a),(b) or (c) above, a special resolution passed by the General Assembly dissolving the Executive Committee must be supported by at least 75% of those present at the meeting of the General Assembly exercising their entitlement to vote.

ARTICLE XVI - OTHER COMMITTEES

i The following sub- Committees shall also be established, namely:

(a) External Relations Committee

(b) Annual Festival Organising Committee

ii The membership of the sub-Committees shall be approved by the Executive Committee. In selecting members of these sub-committees, consideration must be given to those qualities provided for in paragraph 9.iv above. The Executive Committee and sub-Committees can co-opt any members on an ad hoc basis to execute a given task.

iii Each sub-Committee shall be guided by the Objectives of the Association and be chaired by a current member of the Executive Committee.

iv Subject to broad guidelines and aims set for it by the Executive Committee and provided that it meets in person at least four times per annum, it will be the responsibility of each sub- Committee to regulate its own procedure and the manner in which it achieves the aims set by it or on its behalf.

v It will be for each sub-Committee to devise a calendar of events and programme in order to achieve its aims and goals. Where any proposed event or initiative will involve the incurring of a liability or obligation on the part of the Association, or the expenditure of monies on the part of any sub-Committee and therefore the Association, the sub-Committee in question must seek prior authority from the Executive Committee for such liability, obligation or expenditure, in writing, supporting such application where appropriate with a detailed budget and other necessary evidence.

ARTICLE XVII - GENERAL ASSEMBLY

i The General Assembly shall comprise Full Members of the Association. The Patron, Associate Members, Honourary Members and Non-Resident Members shall have the right to attend the General Assembly and vote on issues before the Assembly, except that they cannot vote during elections to posts on the Executive Committee or the Board of Trustees.

ii The General Assembly shall meet in ordinary session once per annum, however, extraordinary sessions may be held from time to time at the instigation of the Executive Committee, the Chairperson or the Patron. The approval of the Executive Committee by a majority of two thirds of the members will be required to instigate an extraordinary session of the General Assembly.

iii Without prejudice to sub-paragraph ii above, a further right is reserved to the Patron to call for and instigate an extraordinary session of the General Assembly at his discretion in order to consider and report upon any matter or matters of concern to him.

iv In session, the General Assembly shall inter alia:

(a) formulate and recommend broad guidelines and goals to the Executive Committee in accordance with the objectives of the Association;

(b) elect or nominate the members of the Executive Committee;

(c) deliberate and (where necessary) decide upon any issues or resolutions as tabled before it by the Executive Committee;

(d) deliberate and (where necessary) decide upon any issues or resolutions notified to the Executive Committee at least 14 days prior to the General Assembly by any member of the Organisation and accepted by the Executive Committee as a matter requiring deliberation and/or a resolution by the General Assembly;

(e) receive and adopt the annual report of the Executive Committee;

(f) receive and adopt the annual report of the appointed auditors of the Association;

(g) appoint the auditors of the Association to carry out annual inspection of the Association’s Accounts.

v Where a formal decision of the General Assembly is required on any point, the issue to be decided by it shall be formulated by way of a resolution upon which a vote is required.

vi The resolution will be formulated by the Chairperson of the Association, assisted by the General Secretary, and any other member or members of the Executive Committee as nominated by him.

vii Save in the case of a special resolution, any other issue to be decided and voted upon at General Assembly shall be by way of ordinary resolution requiring the support of a simple majority of those entitled to vote at a General Assembly for the resolution to be passed.

viii Provided always that unless wholly impracticable, notice of the matters to be considered at the General Assembly, including any resolutions to be considered and passed, shall be circulated to all members at least 28 days prior to the date of the meeting of the General Assembly.

ix The resolution will be formulated by the Chairperson of the Association, assisted by the General Secretary, and any other member or members of the Executive Committee as nominated by him.

x The Chairperson-in-office of the Association shall preside over the General Assembly, assisted by both Vice Chairs and any other member or members of the Executive Committee as nominated by him.

xi The procedure to be followed at the General Assembly in respect of its deliberation, discussion or voting upon any matter or issue shall be determined in advance of the meeting by the Chairperson of the Association assisted by the Executive Committee.

xii Arabic or English Language shall be used for discussion at meetings of the Association and for its official correspondence.

ARTICLE XVIII - QUORUM

i The quorum for all meetings of the General Assembly shall be 1/3 of all registered members of the Association, while the quorum for all meetings of the Executive Committee shall be 5 members.

ARTICLE XIX - MINUTE-TAKING, RECORDS AND CORRESPONDENCE

i For the avoidance of doubt, where this Constitution provides for the communication of views, votes or correspondence of any kind in writing, it is hereby recorded that e-mail as well as ordinary post shall constitute acceptable forms of communication for the purpose of compliance with the requirements of the Constitution.

ii It shall be the responsibility of the General Secretary to keep safely and in an organised manner all records, documentation and correspondence appertaining to the Association.

iii It shall be the responsibility of the Assistant General Secretary or such other person appointed from time to time by the Chairperson to maintain accurate and full minutes of all meetings of the Association.

ARTICLE XX - ACCOUNTS AND AUDITING

I It shall be the responsibility of the Financial Secretary to ensure that on behalf of the Association:

(a) its accounting records are regularly maintained;

(b) annual statements of account are produced;

(d) the accounts are transmitted to any relevant statutory body or organisation( as appropriate);

(e) a statement of accounts (audited if appropriate) is produced for submission by the Executive Committee at the General Assembly;

(f) an account or accounts in the name of the Association are opened with such bank or banks as the Executive Committee shall from time to time decide.

(g) all cheques of the Association are signed by the Chairperson, one of the Vice Chairs and the Treasurer.

ARTICLE XXI - AMENDMENT OF THE CONSTITUTION

i .The provisions of this Constitution may be altered only at General Assembly by a resolution passed by at least seventy-five percent of the members of the Association present and voting. The notice of the General Assembly must include notice of the resolution, setting out the terms of the alteration proposed.

ARTICLE XXII - INTERPRETATION OR LACUNA IN THE CONSTITUTION

i The Chairperson’s ruling made shall be final on any query or dispute as to the interpretation of the Constitution.

Beirut, 11 September 2007

Adopted by the Constituent Assembly of the Lebanese Nigerian Friendship Association at its Meeting in Beirut on 11^th September 2007

Mailing Address:

Al Abir Bldg., 1st Floor, Adnan Hakeem Street, Bir Hassan, Beirut, Lebanon. Tel: +961.1. 857614 /5 -Fax: 01857610

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