Table of Contents
Title … … … … … … … … …. … … … … … … 1
Registered Office …. … … … … … … … … … … 1
Objectives … … … … … … … … … … … … … 1
Status of the CSMN … … … … … … … … … … 2
Membership … … … … … … … … … … … … … 2
Organs of CSMN … … … … … … … … … … … 2
Trustees … … … … … … … … … … … … … … 2
Governing Council … … … … … … … … … … … 3
Tenure/Duties … … … … … … … … … … … … 4
General Assembly … … … … … … … … … … … 5
Duties and Procedure for Meetings … … … … … 5
Secretariat … … … … … … … … … … … … … 6
Meetings and Minutes … … … … … … … … … 6
Financial Provisions … … … … … … … … … … 6
Amendment, Commencement and Dissolution … 7
Introduction of Special Clause(s) … … … … … … 8
CONSTITUTION AND REGULATIONS OF THE CHRISTIAN SOCIAL MOVEMENT OF NIGERIA (CSMN)
REGISTERED UNDER THE COMPANIES AND ALLIED MATTERS
ACT CAP 59 LAWS OF THE FEDERAL REBUBLIC OF NIGERIA
WHEREAS there is need to harmonize the teachings of the Nigerian Church organizations on Social Thoughts and Issues for the Common Good of society.
WHEREAS it is necessary to encourage Christians to participate actively and become members of social organizations in the country, so as to promote Christian ethics and unity.
WHEREAS the Christian Association of Nigeria (CAN) with one of its main objectives – “that they may be one” has encouraged and approved the formation of the Christian Social Movement of Nigeria, we the representatives of the Church groups in Nigeria –
- CATHOLIC SECRETARIAT OF NIGERIA (CSN)
- CHRISTIAN COUNCIL OF NIGERIA (CCN)
- ORGANISATIOON OF AFRICAN INSTITUTED CHURCHES (OAIC)
- CHRISTIAN PENTECOSTAL FELLOWSHIP OF NIGERIA/PENTECOSTAL FELLOWSHIP OF NIGERIA (CPFN/PFN).
- EVANGELICAL CHURCH OF WEST AFRICA/TARRAYYA-EKKLIOSIOYAR-AN (ECWA/TEKAN) do give ourselves this constitution.
Article 1: TITLE: The title of the registered corporate body is CHRISTIAN SOCIAL MOVEMENT OF NIGERIA (CSMN)
Article 2: REGISTERED OFFICE: shall be situated at No. 2, Emovon Crescent, Off Ihama Road, G.R.A., Benin City, Edo State.
Article 3: OBJECTIVES INCLUDE:
- To raise the political consciousness of Christians, mobilize and organize them for the Common Good of society.
- To harmonize the teachings of Nigerian Church organizations on social thoughts and issues for the Common Good of society.
- To encourage Christians to participate actively and become members of social organizations in the country, so as to promote Christian ethics and unity.
- To promote social movement amongst Christians of the various churches in Nigeria.
- To do all other things, which the movement may consider, conducive towards the realization of the above aims and objectives.
Article 4: STATUS OF THE CSMN
The CSMN shall be a private organization committed to the realization of its objectives, and shall be non-governmental, non-profit making non-partisan in politics. The CSMN shall be the social arm of the Christian Association of Nigeria (CAN).
Article 5: MEMBERSHIP
Membership of the CSMN shall be open to all Nigerians who are or intend to be members of one of the Church Groups, which make up Christian Association of Nigeria (CAN) referred to in the preamble.
Each denomination shall establish a Denominational Social Forum, to promote the objectives of the CSMN.
Article 6: TYPE OF MEMBERSHIP
- Membership of the CSMN shall be in the following categories: -
- Individual members;
- Church Groups;
- Corporate bodies or institutional members, who shall be affiliates of the CSMN.
- Individual membership shall be open to all persons above the age of Eighteen, Church Groups, Corporate bodies subject however, to approval of the council.
- Membership of the CSMN shall be by registration on prescribed forms of the CSMN which shall be an indication of agreement with the objectives of the CSMN.
- All members and affiliates shall pay such subscriptions as the Council may, from time to time, determine.
- The Governing Council shall appoint from time to time, outstanding persons (whether Nigerians or non-Nigerians) who have distinguished themselves in the pursuit of the Common Good as patrons; such patrons shall be entitled to all privileges of membership, but shall not be entitled to vote on any issue at any of the meetings of the council
- The Governing Council, upon the recommendation of the membership committee, shall have the right for good and sufficient reasons, to terminate the membership of an individual member, group and corporate bodies, provided such member shall have the right to be heard.
Article 7: ORGANS OF THE CSMN
The following shall be organs of the CSMN:-
- The Trustees
- The Governing Council
- The General Assembly
- Denominational Social Forum
Article 8: TRUSTEE
- There shall be for the CSMN a board of Trustees, the initial membership of which comprise the following:-
- Prelate Dr. S.O. Mbang, CFR-Chairman
- Chairman of the Governing Council – S.A. Asemota Esq., SAN
- Archbishop John Onaiyekan
- Prof. Joseph M. Otubu
- Dr. Mike E. Okonkwo
- Archbishop (Dr.) E. Ekpu, CON.
- Elder Saidu Dogo
- Rev. Jessy Adamu
- Archbishop Anthony Obinna
- I.H. Ize-Iyamu (Mrs.)
Subsequent election into the Board shall be conducted by the General Assembly. The number of Trustees shall not be less than 7 (seven) and not more than 12 (twelve).
- The Trustees may hold office for life and shall include the first Chairman of the Governing Council.
- Notwithstanding the above position, a Trustee shall cease to hold office if he:-
- resigns his office;
- ceases to be a member of the CSMN;
- become a person of unsound mind;
- is officially declared bankrupt;
- is convicted in a criminal offence involving dishonesty or fraud
- is recommended for removal from office by a two-third majority of members present at any meeting of the General Assembly of the movement called for that purpose.
- All properties of the CSMN shall be vested in the Trustees who may subject to Article 14, deal with same as directed by a resolution of the Governing Council
- The Trustees shall have a common seal to be kept in the custody of the Chief Executive of the CSMN who shall produce it when required for use by the Trustees.
- All instruments to which the seal shall be affixed shall be signed by a member of the Trustees and the Chief Executive of the CSMN or his representative.
Article 9: THE GOVERNING COUNCIL
- The broad policies of the CSMN shall be formulated by the Governing Council of which members shall not be less than eleven (11) and not more than twenty-five (25).
- The Governing Council shall consist of:-
- Such member of individual members elected at the General Assembly;
- Such number of representatives of Church Groups elected at the General Assembly;
- The Chief Executive of the CSMN.
- The General Assembly shall elect the Chairman and members of the Council for a term of three (3) years and they shall be eligible for re-election.
- The Chairman of the Council shall also be a member of the Board of Trustees; but upon the expiration of his tenure as Chairman of Council, shall be deemed to have vacated his seat as a member of the Board of Trustees, unless expressly retained in that capacity by the General Assembly.
- Notwithstanding the above position, a member of the CSMN shall cease to hold office, and/or his membership of the CSMN will be deemed to have lapsed if he:-
- resigns from office;
- ceases to be a member of the CSMN;
- becomes a person of unsound mind;
- is officially declared bankrupt;
- is convicted in a criminal offence involving dishonesty or fraud by a court of competent jurisdiction.
- Is recommended for removal from office by a two-third majority of General Assembly of the CSMN convened for that purpose;
- Consistently and without valid reason, fails to attend meetings of the Council.
(i) Subject to the limitations set-out in this Constitution, the Governing Council shall make the policies and oversee the general management of the affairs of the CSMN.
(ii) The council shall have powers to appoint and dismiss the Chief Executive of the CSMN and such other employees of the CSMN as it may from time to time determine.
(iii) It shall exercise all powers with regard to financial transactions of the CSMN to approve the borrowing of funds, and any such related obligations.
(iv) In pursuance of its objectives set out in Article 3, it shall constitute such committees, as it may deem necessary and appropriate.
(v) Members of the CSMN shall, subject to the approval of the General Assembly and availability of funds be paid all traveling, hostel and other expenses properly incurred by them in the discharge of their duties or any such expenses in connection with the business of the CSMN.
Article 10: THE GENERAL ASSEMBLY
(a) There shall be a meeting forum for all members of the CSMN to be known as the General Assembly. This shall be for all registered members of the CSMN, whether individual, denominational, corporate or institutional. Also members of the Governing Council and Board of Trustees of the CSMN shall attend with the Chief Executive of the CSMN as Secretary.
(b) The General Assembly shall meet annually, in addition to any other extra-ordinary general meetings in the period, and the nature of the meeting shall be specified in the notice calling for it.
(c) The Chairman of the Governing Council may at any time at his discretion, and within twenty-one (21) days of receiving a written request so to do, signed by not less than one-third of the General Assembly having the power to vote and giving reasons for the request, call an extra-ordinary General Assembly meeting for the purpose of amending this Constitution or for considering any matter which may be referred to them by the Council or any other special purpose.
Article 11: DUTIES AND PROCEDURES FOR ITS MEETINGS:-
- The Chairman of the Governing Council shall preside as Chairman at every General Assembly meeting of the CSMN or if there is such Chairman or if he is not present within a reasonable time after the time appointed for holding the meeting or he is unwilling to act, the members of the Governing Council present shall elect one of their members to be the Chairman of the meeting.
- The General Assembly shall at its annual general meeting receive the Annual report of the CSMN and the Annual audited statement of Accounts, and for voting any proposals to amend this Constitution.
- The Annual General Assembly meeting shall be held at such time and place as the Governing Council shall decide, provided that not more than twelve (12) months have elapsed between the date of the last Annual General Meeting and the next.
- Without prejudice to other provisions of this Constitution as to its Powers, the General Assembly shall have the exclusive prerogative to decide on the following matters:-
(a) Election of members of the Governing Council and Trustees and the regulation of their powers and functions.
(b) Amendment of this Constitution.
(c) The setting-up of any such Committee as may be deemed necessary and assigning of functions and power to them.
(d) Perform any other functions as may from time to time become necessary for the attainment of the objectives of the CSMN.
- At any general meeting a resolution put to the vote of the meeting shall be decided by a show of hands. A declaration by the Chairman that the resolution has a show of hands been carried, unanimously, or by a simple majority entered to that effect in the book containing the minutes of proceedings of the Assembly, shall be conclusive evidence of fact without proof of the number of proportion of votes recorded in favour of or against such resolution. In the case of equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.
Article 12: SECRETARIAT
(A) (i) The CSMN shall set-up a Secretariat for the purpose of executing its policies and programme.
(ii) The Secretariat shall be headed by the Executive Secretary who shall be the Chief Executive of the CSMN.
(iii) There shall be other employees of the CSMN, their number and set out in the CSMN’s manual of staff conditions of services.
(iv) The Secretariat shall be structured to make provisions for divisions and make units so as to make it amenable to the realization of the objective of the CSMN.
- The Secretariat shall be the hub for co-ordinating the activities of all the other organ of the C.S.M.N. and shall service the subcommittees and adhoc committee.
- It shall submit annual report to the General Assembly through the Governing Council, on the execution of the mandate of the CSMN.
- It shall perform any other functions as shall be directed by the different organs of the CSMN or its functionaries from time to time.
Article 13: MEETINGS AND MINUTES
- RULES AND PROCEDURE OF ALL MEETINGS AND VOTINGS:-
- Except as herein expressly provided in this Constitution, all matters arising at any meeting shall be decided by a simple majority of those present and are entitled to vote.
- No member shall exercise more than one vote provided that in the case of an equality votes, the Chairman shall have a second or casting vote.
- No business of any organ of the CSMN shall be transacted at any of its meetings, unless a quorum of members is attained before the commencement of such a meeting.
- The quorum of the meeting of General Assembly, the Governing Council and other committees of the Council shall be 1/3 of the total number of members entitled to vote.
Minutes books shall be kept by the Secretariat and the appropriate officer shall therein a record required of all proceedings and resolutions of the appropriate meetings.
Article 14: FINANCIAL PROVISIONS
- FUNDS FOR THE CSMN:-
- The CSMN shall establish and maintain a fund for which it shall credit all monies raised by or on behalf of the CSMM, or any other assets that may from time to time accrue to it.
- The CSMN may accept gifts in cash or kind or other properties, provided such gifts are not inconsistent with the objectives of the movement as set forth in this Constitution.
- The CSMN may, with the consent of the General Assembly borrow by way loans, monies required by the CSMN for meeting and discharging its functions. It may also invest all or any of its funds as it deems appropriate.
- APPLICATION OF FUNDS:-
The incomes and properties of CSMN as legitimately derived, shall be applied solely towards the promotion of the objectives of the CSMN, and no portion therefore shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the CSMN provided that nothing here-in shall prevent payment in good faith of reasonable and remuneration to any officer or servant of the CSMN, or to any member of the CSMN in return for any service actually rendered to the CSMN, but so that no member of the Board of Trustees or the Governing Council shall unless otherwise provided under this Constitution, be appointed to any salaries office of the CSMN any member of the Board of Trustees or of the Governing Council except repayment of out of pocket expenses.
- ACCOUNT AND AUDIT
The Secretariat shall keep Accounts of the Finances of the CSMN and shall cause its Accounts to be audited at least once a year by a qualified Auditor who shall be appointed by the Council.
Article 15: AMENDMENT, COMMENCEMENT AND DISSOLUTION
Any proposal to amend this Constitution must be delivered in writing to the Executive Secretary to the CSMN not less than twenty-eight (28) days before the date of the meeting at which it is first to be considered. Such proposed amendment will require the approval of both:-
- a simple majority of members of the Governing Council present and voting at a Council meeting; and
- a two-thirds majority of members of the General Assembly.
PROVIDED this notice of each such meeting must have been given in accordance with the normal procedure but not less than twenty-one (21) days period to the meeting in question and given the wording of the proposed amendment. No amendments to the Articles shall be made without the consent of the Trustees, but such consent shall not be unreasonably withheld by them.
- COMMENCEMENT: -
This Constitution was adopted as the Constitution of the Christian Social Movement of Nigeria (CSMN) at the meeting of its Governing Council ON THE 23RD DAY OF JANUARY 2001.
- DISSOLUTION: -
If in the event of winding up or dissolution of the CSMN, there remains after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the CSMN but be given or transferred to some other institutions having objects similar to the objects of the CSMN; and such bodies are prohibited from distributing their income and property amongst their members to an extent as is imposed on the CSMN under or virtue of the special clause hereof. Such institution shall be determined by the member of the CSMN at or before the time of dissolution and if and so far as effect cannot be given to the aforesaid PROVISION then to some charitable objects or organizations.
Article 16: SPECIAL CLAUSE
16.01: THE INCOME AND PROPERTY OF THE CSMN, whensoever derived, shall be applied solely towards the promotion of the objects of the CSMN as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, otherwise howsoever by way of profit, to the members of the CSMN.
PROVIDED that nothing shall prevent the payment in good faith, or reasonable and proper remuneration to any officer or servant of the CSMN in return for any service actually rendered to the CSMN but so that no member of such Council or Governing body shall be appointed to any salaried office of the CSMN or any office of the CSMN paid by fees, and that no remuneration or other benefit in money, or monies shall be given by the CSMN to any member of the Council or Governing body except repayment of out-of-pocket expenses or reasonable and proper rent for premises demised, or let the CSMN provided that the provision last aforesaid, shall not apply to any payment of any Company of which a member of the CSMN may be a member in which such member shall not hold more than one-hundredth part of the capital, an such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
16.02: NO ADDITION, alteration or amendment shall be made to or in the CONSTITUTION for the time being in force, unless the same has been previously submitted to, and provided by the Registrar General.
16.03 In event of winding up or dissolution of the CSMN there remains, after the satisfaction or all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the CSMN but shall be given or transferred to some other institution or institutions having aims and objectives similar to the aims and objectives of the CHRISTIAN SOCIAL MOVEMENT OF NIGERIA and the body or bodies are prohibited from distributing its or their income and property its or their members to an extent at least great as its imposed on the CSMN under or by virtue of the SPECIAL CLAUSE thereof, such institution or institutions to be determined by the members of the CSMN at or before the time of dissolution and if so far effect cannot be given to the aforesaid provision, then to some charitable objects.
DATED: 12th DAY OF June 2001