BYE-LAWS

 

 

 

 

 

 

of

 

 

 

 

 

URHOBO HISTORICAL SOCIETY ENDOWMENT FUND

 

 

 

 

 

 

 

Headquarters:

3 Ekeh Street, (Opposite Catholic Church), Okpara Inland,

Ethiope East LGA, Delta State, Nigeria

 

 

 

 

 

Bye-Laws of Urhobo Historical Society Endowment Fund

Headquarters:

3 Ekeh Street, (Opposite Catholic Church), Okpara Inland,

Ethiope East LGA, Delta State, Nigeria

 

 

 

 

 

 

 

 

 

 

 

 

PREAMBLE AND MISSION STATEMENT

 

 

Urhobo Historical Society Endowment Fund has been established to bring to fruition, inside Urhoboland, the core mission of Urhobo Historical Society (UHS) of �serving Urhobo history and culture� by:

 

(a)   funding the creation of  Headquarters of Urhobo Historical Society in Urhoboland;

(b)   raising and investing capital monies on behalf of Urhobo Historical Society;

(c)    managing the yields of such investments;

(d)   allocating funding for projects which will, within the parameters of the mission of UHS of serving Urhobo History and Culture, bring development to Urhoboland; and

(e)   having legal powers and status of an independent body hereby established and incorporated as Urhobo Historical Society Endowment Fund, which shall carry out the above (a-d) functions.

 

The supreme goal of Urhobo Historical Society Endowment Fund shall be to prepare a new generation of the Urhobo people for the challenges of the twenty-first century in their difficult habitat in Nigeria�s Western Niger Delta.

 

 

 

 

 

 

 

 

 

 

 

THE BYE-LAWS OF URHOBO HISTORICAL SOCIETY ENDOWMENT FUND

 

 

Article I: Name and Address of the Organization

 

Section 1: The organization, which is a Foundation, shall be known as Urhobo Historical Society Endowment Fund, hereinafter also called �The Fund.�

Section 2: The address of The Fund shall be situated at the Headquarters of Urhobo Historical Society at 3 Ekeh Street, (Opposite Catholic Church), Okpara Inland, Ethiope East LGA, Delta State, Nigeria.

 

Article II: Board of Trustees of Urhobo Historical Society Endowment Fund

 

The Fund shall be managed by a Board of Trustees that shall be made up of (a) not less than 20 and not more than 30 voting Members and (b) 5 ex-officio Members who shall be non-voting.

 

Section 1: Formation of the Board of Trustees.

The Editorial and Management Committee (EMC), the governing body of Urhobo Historical Society, shall appoint the Chairman of The Fund who will serve as the Chairman of the Board of Trustees of Urhobo Historical Society Endowment Fund. EMC shall also appoint an Organizing Committee for Establishing the Board of Trustees of UHS Endowment Fund. This Committee, including the Chairman, shall not be more than six persons.

The Chairman of The Fund and members of the Organizing Committee for Establishing the Board of Trustees of Urhobo Historical Society Endowment Fund shall select the remaining members of the Board of Trustees, relying on criteria laid down by EMC.

The Board of Trustees shall have the authority to elect qualified members to fill any vacancies on the Board.

 

Section 2: Officers of the Board of Trustees.

The Board of Trustees shall have the following officers:

(a)   Chairman of the Board of Trustees. He shall preside at all meetings of the Board of Trustees and coordinate the affairs of the Board of Trustees. The Chairman shall be appointed by the EMC of Urhobo Historical Society.

(b)   Deputy Chairman. The Deputy Chairman shall assist the Chairman of the Board of Trustees in his duties. He may preside at meetings of the Board in the absence of the Chairman. The Deputy Chairman shall be elected by a plenary session of the Board of Trustees.

(c)    Secretary. The Secretary shall be responsible for keeping records of actions of Board of Trustees, including overseeing the taking of minutes at all its meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and ensuring that corporate records are maintained. The Secretary shall be elected by a plenary session of the Board of Trustees.

(d)   Treasurer. The Treasurer shall make a report at Board meetings.  The Treasurer shall assist in the preparation of budgets for the Board, help develop fundraising plans, and make financial information available to EMC members and the public. The Treasurer shall be elected by a plenary session of the Board of Trustees.

 

Section 3. Tenure of Chairman and Members of the Board of Trustees.

The Chairman of The Fund and of the Board of Trustees shall serve an initial term of five years, which may be renewed for one more term of five years.

Members of the Board of Trustees shall each serve an initial term of five years, which may be renewed for one more term of five years.

 

Section 4. Ex-Officio Members of the Board of Trustees.

Up to five members of Urhobo Historical Society, duly nominated as representatives of its Editorial and Management Committee, may serve as ex-officio Members of the Board of Trustees, including participation in its Committees. However, they shall have no voting privileges in plenary sessions of the Board of Trustees.

 

Section 5. Incorporating Trustees of The Fund.

Ten Members of the Board of Trustees (including the six members of the Organizing Committee and four ex-officio EMC members of the Board) shall constitute the Incorporating Trustees of Urhobo Historical Society Endowment Fund for the purpose of the Companies and Allied Matters Act No. 1 of 1999, Part C.

 

Section 6. Meetings.

Invitation to meetings shall be issued at least one month in advance. A minimum of three media shall be adopted in making meeting announcements: in addition to a formal letter, e-mail, telephone call and text messages may be used.

The Board of Trustees shall meet once each half-year, one of which shall be Annual General Meeting. Other meetings may be conducted at the call of the Chairman.

A quorum of at least seven members of Board of trustees shall be present before business can be transacted or motions made or passed.

Members are expected to attend all called and standing half-yearly meetings of the Board of Trustees. An absence may be excused in instances when members convey to the Chairman reasons for Members� absence.

Upon the third consecutive unexcused absence, the Board member shall be required to resign in accordance with the provisions of these bye-laws.

 

Article III: Committees of Urhobo Historical Society Endowment Fund

 

The Board of Trustees may transact the business of The Fund through Standing Committees and ad hoc Committees, which will report to plenary sessions of the Board of Trustees.

There shall be four Standing Committees, as follows:

 

Section 1. Finance Committee.

There shall be a Finance Committee, made up of six members, who will appoint their own Chairman and secretary.

The duties of the finance committee shall be (a) setting and assessing the financial goals of The Fund; (b) mapping out the strategies and methods of its various Committees and agencies; and (c) considering the budget of UHS Headquarters and allocating funding for the Headquarters and The Fund�s projects.

The Finance Committee shall report to the Chairman and to the Board of Trustees.

 

Section 2. Fundraising Committee.

There shall be a Fundraising Committee made up of six members, who will appoint their own Chairman and secretary.

The duties of the Fundraising Committee shall be (a) planning strategies for fundraising; (b) allocating responsibilities to Members of the Board for raising funds; and (c) coordinating the fundraising activities of the Board of Trustees.

The Fundraising Committee shall report to the Chairman and the Board of Trustees.

 

Section 3. Investments Committee.

There shall be an Investment Committee made up of six members, who will appoint their own Chairman and secretary.

The duties of the Investment Committee shall be (a) advising the Chairman and the Board of Trustees on the best investment strategies for The Fund�s monies and (b) monitoring the trends of The Fund�s investments.

The Investments Committee shall report to the Chairman and the Board of Trustees.

 

Section 4. Projects Committee.

There shall be a Projects Committee made up of six members, who will appoint their own Chairman and secretary.

The duties of the Projects Committee shall be as follows:  (a) The Projects Committee shall establish types of projects that will advance the mission of Urhobo Historical Society and/or will bring development to Urhoboland. (b) The Projects Committee will recommend to the Board of Trustees those projects of Urhobo Historical Society that it considers worth funding by The Fund. (c) The Projects Committee shall receive and evaluate reports of projects that are sponsored by The Fund.

The Projects Committee shall report to the Chairman and the Board of Trustees.

 

Section 5. Ad Hoc Committees.

In addition to the above Standing Committees, the Board of Trustees shall have the authority to establish other ad hoc Committees that will carry out assignments that the Board of Trustees judges to be desirable.

 

Article IV: Amendments

 

These Bylaws may be amended when necessary by a two-thirds majority of the Board of Trustees, provided the  proposed amendments have been submitted to the Secretary for distribution to all Board members at least two weeks before the date on which the votes to approve or reject them are to be taken.

 

Article V: Special Dissolution Clause

 

Urhobo Historical Society Endowment Fund exists to provide resources for projects in the study and development of Urhoboland, a major ethnic nationality in Nigeria's Western Niger Delta. It therefore expects to be in existence for a long time. However, in the unlikely event of its dissolution, its assets shall be handled as prescribed by the dissolution clause of its certificate of incorporation: The provisions of S. 608 (4) and (5) of Nigerian Companies and Allied Matters Act 2004 are as follows: [S. 608 (4)] �If in the event of a winding up or dissolution of the corporate body there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the association, but shall be given or transferred to some other institutions having objects similar to the objects of the body, such institutions to be determined by the members of the association at or before the time of dissolution.� [S. 608 (5)] �If effect cannot be given to the provisions of subsection (4) of this section, the remaining property shall be transferred to some charitable object."

 

 

Approved by the General Meeting of Urhobo Historical Society Endowment Fund, which held on June 7, 2014.

 

 

Dated this ������� day of �������������������� 2014

 

 

Signed: