THE CONSTITUTION OF AL-HAYAT RELIEF FOUNDATION, CAC/IT/NO. 18559 “REVIEWED”
33 OLD LAGOS-BENIN ROAD, OBALENDE, IJEBU-ODE, OGUN STATE, NIGERIA
ARRANGEMENT OF ARTICLES
PRE-AMBLE
ARTICLE 1: NAME
ARTICLE 2: ADDRESS
ARTICLE 3: SUPREMACY OF THE CONSTITUTION
ARTICLE 4: AIMS AND OBJECTIVES
ARTICLE 5: TRUSTEES
ARTICLE 6: COMMON SEAL
ARTICLE 7: MEMBERSHIP OF FOUNDATION
ARTICLE 8: MEETINGS
ARTICLE 9: GOVERNING BODIES
ARTICLE 10: ELECTION, TENURE OF OFFICE AND PROCEDURE FOR REMOVAL OF MEMBERS OF NATIONAL EXECUTIVE COUNCIL (NEC)
ARTICLE 11: THE COMMITTEES
ARTICLE12: SCHEMES OF THE FOUNDATION
ARTICLE 13: GRANT OF LOANS AND REDEMPTION / RECOVERY OF DEBTS AND PROPERTIES: PROCEDURES
ARTICLE 14: SOURCES OF INCOME
ARTICLE 15: BANKERS, SIGNATORIES AND FINANCIAL RECORDS / ACCOUNT KEEPING.
ARTICLE 16: APPOINTMENT OF AUDITORS
ARTICLE 17: AMENDMENT OF CONSTITUTION
ARTICLE 18: SPECIAL CLAUSE
THE CONSTITUTION OF AL-HAYAT RELIEF FOUNDATION “REVIEWED”
PREAMBLE:
We, the members of Al-Hayat Relief Foundation a non-profit and non-political organisation do firmly and solemnly resolve to provide for ourselves a constitution and to be governed by the provisions therein contained.
SECTIONS ARTICLE 1: NAME
1. The name of the Organisation shall be “AL-HAYAT RELIEF FOUNDATION” herein referred to as ‘The Foundation’ with responsibilities of promoting Islam.
2. The motto of the Foundation shall be: ‘Truth is Trust’.
3. The effective date of the Foundation shall be Saturday, 15th March, 1997.
ARTICLE 2: ADDRESS
1. The registered address of the Foundation shall be: 33, Old Lagos-Benin Road, Obalende, Ijebu-Ode, Ogun State, Nigeria.
ARTICLE 3: SUPREMACY OF THE CONSTITUTION
1. Subject to the Holy Qur’an and the Hadith, this constitution shall be supreme and shall be binding on all members, officers and workers of the Foundation.
ARTICLE 4: AIMS AND OBJECTIVES
1 To observe all the pillars of Islam.
2. To propagate the religion of Islam through da’wah and financial assistance to the needy.
3. To give out financial relief to the registered members on interest-free basis.
4. To carry out welfare services to members.
5. To champion the course of Islamic Economic System.
6. To initiate different schemes beneficial to members.
ARTICLE 5: TRUSTEES
1. The Foundation shall appoint among its members Trustees who shall have the authority either by themselves or through a firm of solicitor, to apply to the Corporate Affairs Commission on behalf of the Foundation for Certificate of Incorporation and to be registered as THE TRUSTEES OF AL-HAYAT RELIEF FOUNDATION under part c Companies and Allied Matters Act, CAP C 20, Laws of the Federation of Nigeria 2004.
2. The Trustees (hereinafter referred to as, “THE TRUSTEES”) shall be a minimum of five (5) and maximum of seven (7) in number.
3. The Trustees shall have Chairman, Secretary and Treasurer.
4. The Trustees shall hold office for life but shall cease to hold office if he / she:
a. Resigns his office
b. Dies
c. Ceases to be a member of the Registered Trustees of the Foundation
d. Becomes insane
e. Is officially declared bankrupt
f. Is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction.
g. Is recommended for removal from office by National Executive Council and Trustees by majority vote of members present at any General Meeting of the Foundation.
h. Ceases to reside in Nigeria.
5. Upon a vacancy occurring in the number of Trustees, an Extended NEC Meeting will be held to elect a consultative assembly (Shurah Committee) who shall appoint another eligible member of the Foundation.
6. POWER AND DUTIES OF TRUSTEES: The Trustees:
a. Shall ensure compliance with all statutory requirements and proper documentation of the affairs of the Foundation.
b. Shall acquire and hold in trust for the Foundation all land and properties belonging to the Foundation.
c. Shall act in good faith at all times in the interest of the Foundation. That is to say, the Trustees shall have power to do everything equitable in the circumstance to ensure, maintain and sustain probity, dedication, competency and efficiency etc among Foundation members, National Executive Council, Branch Executive Council and themselves.
7. “Power to do everything equitable” provided herein shall include power:
a. To dissolve National Executive Council (NEC) or Branch Executive Council (BEC) as the case may be.
b. To suspend a member / members of National Executive Council or Branch Executive Council.
c. To set up a panel of enquiry which shall investigate any allegation of gross misconduct.
d. To freeze the Foundation’s Bank Account whenever it becomes expedient to do so.
8. Shall schedule their meeting to be held anyday, anytime and anywhere whenever they deem it expedient.
9. Shall discharge the afore-enumerated duties while the Foundation shall be responsible for travelling and feeding allowances, accommodation and such expenses as may be reasonably incurred.
ARTICLE 6: COMMON SEAL
1. The Trustees shall have a Common Seal.
2. The Common Seal shall be kept in the custody of the Chairman, Board of Trustees who shall produce it when required for use by the Trustees or such other person acting in that regard who shall produce it when required for use.
3. All documents to be executed by the Trustees shall be signed by such number of them (or 2/3 of them where all of them cannot be present) and sealed with the Common Seal.
ARTICLE 7: MEMBERSHIP OF FOUNDATION
1. Membership of the Foundation shall be opened to only the working class Muslims introduced by a registered member of the Foundation.
2. Associate membership shall be opened to some special personalities subject to the approval of the National Executive Council.
3. It shall be mandatory on every prospective member to obtain, complete and submit the registration form at a rate / sum to be approved from time to time by the National Executive Council.
4. Two Muslims next of kin shall be required for anyone aspiring to become a member.
5. In case of death, loss of contact or other related events, the Foundation shall have the right to give the benefit of the registered member to his or her next of kin. If on loan, it shall be settled before the balance is given out.
6. Next of kin shall also take liabilities on behalf of any deceased / lost member.
7. The Foundation reserves right to give out the benefit of a deceased or lost member (If any) to whoever is qualified where the next of kin appointed by the deceased or lost member is not or no longer qualified to inherit under Islamic law of inheritance (mirath).
8. VOLUNTARY WITHDRAWAL / DE-REGISTRATION
a. To withdraw voluntarily from the membership of the Foundation, a notice of withdrawal must be communicated in writing by the prospective withdrawer to the General Secretary and the withdrawer shall be entitled to collect his/her money six (6) months after the notice thereof has been served and approved by the Foundation.
b. If not on loan or after the loan has been deducted, the withdrawer shall be entitled to the balance of his / her savings, shares, insurance and others as may be determined by the Foundation.
c. The Foundation shall have power to de-register any member(s) whose activities, actions and dealings are inimical to the aims, objectives and progress of the Foundation.
ARTICLE 8: MEETINGS
1. There shall be the following meetings for the Foundation:
a. Branch monthly Executive and General Meetings.
- Meeting of the Statutory National Executive Council (S-NEC).
- Meeting of the Extended National Executive Council (E-NEC).
- Meeting of the Board of Trustees (BOT).
- Extra-ordinary General Meeting (EGM).
- Annual General Meetings (AGM).
- National Tri-annual General Meeting (NTGM).
2. The Board or the National Executive Council may call an Extra-ordinary General Meeting (EGM) whenever the Foundation is to deal with any matter that is so important which cannot be delayed to the next Annual General Meeting.
3. With respect to meetings as specified under subsection 1 of this section, a member shall be deemed to be put on the notice when a notice thereof is communicated to the said member(s) whether in writing or by means of any modern telecommunication means.
4. In case of written notice, the member(s) shall be deemed to have received notice of meeting within 7 days from the date which the said notice bears.
5. Quorum at the Board of Trustees Meeting shall be three (3) members and that of the National Executive Council shall be two-third (2/3) of the members.
6. The President or in his absence, National Vice President, in their absence any other Office holder shall preside over all General or Committee Meetings of the Foundation and the presiding member shall have a casting vote.
7. PROCEEDING AT THE MEETINGS
a. In the case of an Annual General Meeting, a notice of at least 21 days shall be given while that of an Extra-Ordinary General Meeting shall be 14 days notice.
b. The business(es) to be transacted at any of the afore-stated meetings shall accompany the notice of the meeting.
c. A meeting of the Foundation, notwithstanding the fact that it is called by a notice shorter than that which has been specified in this constitution, shall be deemed to have been duly called if the quorum is formed.
d. Resolutions at Annual General Meeting shall be passed by a simple majority vote of members present at the meeting.
e. At any Annual General Meeting, one-third (1/3) of Members forms a quorum; no business shall be transacted unless a quorum is constituted at the time the meeting commences.
f. At any meeting, a member shall have a vote on every resolution.
ARTICLE 9: GOVERNING BODIES
1. There shall be for the Foundation a National Executive Council (NEC) and a Branch Executive Council (BEC).
2. The National Executive Council (NEC) comprises of:
- The President
- National Vice President
- Zonal Vice Presidents (Zonal)
- Secretary General
- Assistant Secretary General
- Treasurer
- Financial Secretary
- Social/Welfare Secretary
- Public Affairs Officer
- Chief Internal Auditor
- Chief Missioner
- Business Manager
- Chief Whip.
- Ex-Officio members (Past Presidents)
3. The Chairmen, Vice Chairmen, Secretaries and Treasurers of all branches shall be members of Extended National Executive Council of The Foundation.
4. FUNCTIONS, DUTIES AND POWERS OF THE NATIONAL EXECUTIVE COUNCIL (NEC)
The National Executive Council shall have power to:
a. Formulate policies, make rules and regulations or review such rules and regulations for the smooth functioning of the Foundation and actualization of its aims and objectives.
b. Appoint chairmen for all the branches of the Foundation.
c. Appoint / recruit staff of the Foundation, set up departments or offices for effective implementation of the aims and objectives of the Foundation.
d. Co-ordinate the activities of all branches with a view to conducting inspection(s) reasonable in the circumstance and probably ask questions, where necessary from the Branch Executive Council (BEC) on the management thereof and make the report of its inspection(s) available forthwith to the Board of Trustees and the latter shall thereafter be entitled to act justifiably.
e. Discharge its duties of office without fear or favour.
f. Operate National Account in the Banks of repute.
g. Establish / inaugurate new Branches within and outside the country.
h. Organize Annual General Meeting (AGM)
i. Run Islamic approved businesses.
j. Perform philanthropic activities.
k. Hold meetings four (4) times in every calendar year or whenever the need arises.
l. Buy shares on behalf of the Foundation from viable Limited Liability Companies.
m. Set up panel of inquiry to investigate any matter of interest and take appropriate action.
n. Recommend to the Board of Trustees that The Foundation’s National Bank Account or that of a Branch be frozen and / or close down any Branch whose activities and dealings are inimical to the aims and objectives and progress of the Foundation and relocate members of such Branch to other Branches.
o. Award certificate of membership to all the Branches.
p. Interpret and enforce the provisions of the Foundation’s constitution.
q. Seek and obtain requisite approval of the Board of Trustees before it shall begin to carry out all functions/duties as hereinbefore and after specified particularly subsections (a), (b), (c) and (d) of section (4) of this Constitution.
5. THE PRESIDENT
a. Shall, in all cases, be a member of Board of Trustees.
b. Shall be the Chief Executive, Administrative, Security and Accounting Officer.
c. Shall preside over all meetings of the National Executive Council
d. Shall direct the Secretary to call meetings when necessary.
e. Shall present an Annual Financial Report at the end of each year.
f. Shall be the signatory A to all the Foundation’s National Account.
g. Shall perform or delegate to any officer such other functions not specifically assigned or stated here-in.
6. NATIONAL VICE-PRESIDENT
a. Shall exercise all the power of the President in his absence except signing of bank account documents.
b. Shall perform other functions as directed by the President and BOT.
7. ZONAL VICE-PRESIDENT
a. Shall be called Zonal Vice-President
b. Shall assist the President in the administration of the zone.
8. SECRETARY GENERAL
a. Shall convene all executive and general meetings on the directive of the President.
b. Shall take and keep records of the proceedings of the Foundation.
c. Shall perform all duties relating to his office and others assigned to him by President.
d. Shall be one of the signatories to the Foundation’s Account.
e. Shall be the Administrative Head of the Secretariat.
9. ASSISTANT SECRETARY GENERAL
a. Shall assist the Secretary General in his duties and act on his behalf in his absence except signing of bank account documents.
10. TREASURER
The Treasurer shall:
a. Advise the National Executive Council on the state of accounts, bank and cash balance.
b. Render monthly/quarterly/ annual summary of receipts and payments.
c. Shall co-ordinate the Branch accounts and be obliged to make the Foundation’s account books available to the Auditors appointed by the Foundation.
e. Keep imprest of Twenty Thousand Naira (N20,000.00) only or as may be determined by the Foundation.
f. Collect bank statement of account and prepare bank reconciliation.
g. Perform all other functions usual and customary to his office.
h. Be one of the signatories to the Foundation’s Bank Account.
i. Shall prepare quarterly report for NEC consideration.
j. Shall prepare in conjunction with the Financial Secretary, Annual Account of the Foundation for the consideration of NEC and presentation at the Annual General Meeting.
k. Shall be a member of any financial related committee.
11. FINANCIAL SECRETARY
a. Shall prepare statement of Accounts of the Foundation.
b. Shall reconcile all the foundation’s records.
12. SOCIAL SECRETARY
a. Shall organize all the social activities and programmes when necessary.
13. PUBLIC AFFAIRS OFFICER
a. Shall be responsible for the publicity of all the activities of the Foundation.
b. Shall publicise information to attract the attention of members, general public and relevant government agencies.
c. Shall provide educational / enlightenment programs for the development of the Foundation.
d. Shall perform all other functions incidental to his office.
14. CHIEF INTERNAL AUDITOR
a. Shall carry out internal audit of the accounts, records and documents of the Foundation.
b. Shall submit his report to the President of the Foundation who shall communicate same to the National Executive Council (NEC).
15. CHIEF MISSIONER
a.Shall co-ordinate all spiritual activities / programmes of the Foundation.
16. BUSINESS MANAGER
a. Shall be responsible for all the Business activities of NEC
b. Shall advice appropriately on any business Plan/ proposal that may be of benefit to the Foundation.
17. CHIEF WHIP
a. Shall ensure that decorum is maintained during the meetings.
b. Shall be in charge of the attendance register.
c. Shall be a member of the Disciplinary Committee.
18. EX-OFFICIO:
a. Shall be the Past Presidents of the Foundation.
b. Shall attend all meetings.
19. BRANCH EXECUTIVE COUNCIL (BEC)
The Branch Executive Council comprises of :
a. Chairman (to be appointed by the National Executive Council)
b. Vice Chairman (who shall head the Business Committee)
c. Secretary
d. Assistant secretary
e. Treasurer
f. Chief Financial Secretary
g. Social secretary
h. Missioner
i. Public Affairs Officer
j. Chief Whip
k. Internal Auditor
l. Financial-Secretaries.
20. Each member of the Branch Executive Council (BEC) shall perform all functions usual and customary to his / her office without fear or favour subject however to policies made from time to time by the National Executive Council (NEC).
ARTICLE 10: ELECTION, TENURE OF OFFICE AND PROCEDURE FOR REMOVAL OF MEMBERS OF NATIONAL EXECUTIVE COUNCIL (NEC)
1. Members of the National Executive Council shall be elected and / or appointed by Shurah (electoral) Committee
2. The National Executive Council shall set up Shurah (electoral) Committee not later than three (3) months before the expiration of tenure of office of an office holder to elect or appoint new officers.
3. A member of National Executive Council shall hold office for an initial period of three (3) years and may be thereafter re-elected for another term of three (3) years in an office.
4. A member of the National Executive Council shall be removed if:
a. He ceases to be a member or is disqualified to be a member of the Foundation.
b. He is convicted by a court of competent jurisdiction of an offence involving fraud or dishonesty.
c. He does not without sufficient reasons attend meetings within a reasonable time.
5. Where a member of the Foundation alleges a member of the National Executive Council of gross misconduct;
a. Notice in writing thereof shall forthwith be forwarded to the BOT of the Foundation (stating the offence alleged); the disciplinary committee shall take instruction from the Board of Trustees in respect thereof.
b. The notice hereinbefore specified particularly under subsection (a) of section (5) of this Article shall constitute a notice of gross misconduct only if supported by letters of confirmation written by another four (4) members of the Foundation.
c. The Board of Trustees shall instruct the Disciplinary Committee on the way forward or set up an independent panel of enquiry which shall investigate the commission or otherwise of the alleged offences and thereafter recommend such member of National Executive Council for removal if found guilty.
d. The Board of Trustees shall have power to issue and present to the member concerned a notice or letter of his removal.
e. Such member of the National Executive Council stands removed forthwith upon being served with the notice or letter of his removal and shall deliver up all Foundation’s properties in his possession within forty-eight (48) hours of receipt of the notice or letter of his removal.
f. Where personal service cannot be effected, such notice or letter of removal shall be deemed properly served after seven (7) days if posted to him through NIPOST or equivalent.
ARTICLE 11: THE COMMITTEES
1. There shall be for the Foundation the following committees:
a. Business Committee (NEC & BEC)
b. Debt Recovery Committee (BEC)
c. Disciplinary Committee (NEC)
d. Zakat and Sadaqah Committee (NEC & BEC)
e. Hajj and Umrah Commission (NEC)
f. Publicity / Education Committee (NEC & BEC)
g. Monitoring Committee
2. The Foundation shall, from time to time, have power to set up ad-hoc Committees e.g. AGM Committee, Shurah (Electoral) committee etc.
3. The Disciplinary Committee shall, among other things, investigate any allegation of gross misconduct and make recommendation / report thereof.
4. The Business Committee shall, among other things, plan, execute and monitor all Foundation’s businesses.
5. The Debt Recovery Committee shall, among other things, recover all outstanding debts and properties of the Foundation.
6. The Zakat and Sadaqah Committee shall, among other things, collect and distribute Zakat and Sadaqah to the needy on behalf of the Foundation.
7. The Hajj and Umrah Commission shall stand as a separate entity.
8. The Publicity / Education Committee shall, among other things, publicise the activities of the Foundation, organise seminars, workshops, and conferences to educate members of the Foundation on contemporary issues.
9. The Monitoring Committee shall, among other things, ensure compliance with operational guidelines of the Foundation, inspect branch activities and make recommendations where necessary.
ARTICLE 12: SCHEMES OF THE FOUNDATION
1. The Foundation shall, among other schemes, operate through all or any of the schemes herein under listed:
a. Interest Free Loan Scheme (Qardah Hassan)
b. Self Development Scheme
c. Ileya Scheme
d. Takaful (Insurance) Scheme
e. Zakat and Sadaqah Scheme
f. Halal Businesses
g. Children Education Scheme
h. Target Savings Scheme
i. Housing Estates
ARTICLE 13: GRANT OF LOANS / BUSINESS TRANSACTIONS AND REDEMPTION / RECOVERY OF DEBTS AND PROPERTIES: PROCEDURES
1. Minimum of two (2) guarantors shall be required for granting loans / business transaction to the registered member(s) of the Foundation (subject to review).
2. A loan of Two Hundred Thousand (N200,000.00) or below shall be repaid within a period not later than twenty (20) months; while the one which exceeds Two Hundred Thousand (N200,000.00) shall be repaid within a period of thirty (30) months on equal instalments without interest.
3. Loan / business transaction repayment shall commence a month after disbursement.
4. All payments including loan / business transaction repayment shall be made in the designated Banks.
5. Failure to repay for one month shall attract a strong warning either by writing or verbal.
6. Failure to repay for two (2) consecutive months shall attract facing the Debt Recovery Committee (DRC).
7. If a member on loan / business transaction fails to make repayment as hereinbefore stipulated for three (3) consecutive months, the amount shall be recovered from his / her guarantors. The Foundation shall, in the alternative, have right to impound valuable properties worth the amount in question from the debtor.
8. The Foundation shall have right to institute a legal action against any debtor(s) through the firm of Solicitors of the Foundation. The debtor shall be responsible for all expenses incurred in the process of recovering his or her debt.
ARTICLE 14: SOURCES OF INCOME
1. The Sources of income for the Foundation (subject to review):
a. N100 monthly development levy shall be paid by each member.
b. N200 monthly development levy shall be paid by each Associate member.
c. N30 development levy shall be paid by the branch on each member to the National Executive Council.
d. Each member shall buy a minimum of #2,500 shares at #1 each totalling N2,500.00. This shall be paid before loan can be given out.
e. A member applying for loan shall have in his shares account multiples of #2,500.00
f. A member shall have a minimum of N1,000.00 monthly savings or shares.
g. Grants.
h. Zakat paid annually to the Foundation.
i. Proceeds from registration, loan and other forms.
ARTICLE 15: BANKERS, SIGNATORIES AND FINANCIAL RECORDS /
ACCOUNT KEEPING.
1. The Foundation shall operate accounts with reputable Banks.
2. The signatories to the Bank accounts shall be three (3), namely; the President / Chairman, Secretary and Treasurer of the Foundation.
3. The three (3) signatories shall sign at a time.
4. The Foundation’s financial documents shall be kept in the secretariat and / or in the custody of Treasurer(s) or as may be directed from time to time by the President / Chairman.
5. The Foundation shall ensure the accurate keeping of records of all income and expenditure.
ARTICLE 16 : APPOINTMENT OF AUDITORS
1. Independent qualified and licensed Auditor(s) who shall not be a member of the Foundation shall be appointed by the Foundation to audit the financial records of the Foundation annually and submit an audited report to the Annual General Meeting of the Foundation.
ARTICLE 17: AMENDMENT OF THE CONSTITUTION
1. The Foundation shall have power to alter / amend the provisions of its Constitution at a general meeting by a resolution passed by a simple majority of its members and approved by the Corporate Affairs Commission.
ARTICLE 18: SPECIAL CLAUSE
1. THE INCOME AND PROPERTY OF AL-HAYAT RELIEF FOUNDATION shall be applied solely towards the promotion of the objective of the Foundation as set forth in this CONSITUTION: 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 Foundation.
2. PROVIDED that nothing herein shall prevent the payment in good faith or reasonable and proper remuneration by any officer or servant of the Foundation in return for any service actually rendered to the Foundation:
a. With the exception of ex-officio members of the Governing Council, no member of the Council of Management or Governing body shall be appointed to any salaried office of the Foundation or any office of the Foundation paid by fees; and
b. No remuneration or other benefit in money or money’s worth shall be given by the Foundation to any member of such Council of Management or Governing Body except repayment of out-of-pocket expenses or reasonable and proper rent for premises demised, or let to the Foundation or reasonable fees for services rendered.
3. If in the event of a winding up or dissolution of the corporate body if there remains after the satisfaction of all its debt and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Foundation but shall be given or transferred to some other institutions having objects similar to the objects of Al-Hayat Relief Foundation, such institutions to be determined by the members of the Foundation at or before the time of dissolution.
4. If effect cannot be given to the aforesaid provisions, then the remaining property shall be transferred to some charitable objects.
Dated this…………2nd………day of…November……………………….2018.