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 PART
I - NAME, NATURE AND OBJECTIVES
PART
II - MEMBERSHIP, RIGHTS AND RESPONSIBILITIES
PART
III – GOVERNANCE
PART
IV: FINANCE AND FUNDING
PART
V: MEETINGS
PART
VI: THE SECRETARIAT
PART
VII: GOVERNING LAW & OTHERS
PART
I- NAME, NATURE AND OBJECTIVES
ARTICLE
1: NAME
The
official name of the organization shall
be the Association of Accountancy Bodies
in West Africa (ABWA) hereinafter referred
to as “the Association”.
ARTICLE
2: NATURE
OF ORGANISATION.
The Association shall be a non-profit
making body and its Income and property
from
wherever derived shall be applied solely
towards the promotion of the objectives
of the Association.
ARTICLE
3: OBJECTIVES
3.1 To develop and enhance accountancy
profession in West Africa.
3.2
To promote the development of common technical
and educational guidelines, professional
ethics and standards in member-bodies;
3.3
To act as a centre for the development
and dissemination of information concerning
accountancy standards and practices in
West Africa.
3.4
To provide encouragement for and assistance
with the formation and development of
national accountancy bodies.
3.5
To provide advice on and participate in
the programme of work of IFAC and to adopt,
as appropriate and publish to its members,
IFAC’s guidelines, statement and studies.
3.6
To provide advice on and participate and/or
collaborate in the programme of work and
activities of recognized regional organizations,
international or development agencies
for the promotion of the accountancy profession.
3.7
To provide a forum for the professional
development of member-bodies through seminars,
symposia, congresses and interchange of
ideas and experiences.
3.8
Generally to do such other things as may
be incidental or conducive to the attainment
of the Association’s objectives.
PART
II -MEMBERSHIP, RIGHTS AND RESPONSIBILITIES
ARTICLE
4: MEMBERSHIP
Section
1(a). Membership of the
Association shall consist of those regional
and
national institutes and organisations
that apply for membership and are accepted
by Council as full members, temporary
members, affiliate members, associate
members or observers.
(b). Full
membership is open to a national accountancy
organization which is
recognized in its own member state, either
by legislation or general consensus as
being
substantial national organization of good
standing with the profession, that
its admission will not jeopardize harmonious
relationships within the Association
and it subscribes to the objectives of
IFAC and the Association.
(c). Temporary
Membership is open to a national accountancy
organization, which does
not meet full membership criteria, provided
Council is satisfied that the entity is
seeking
to fulfil the remaining criteria for membership.
A temporary member body
must undertake to apply for full membership
as soon as it is qualified to do so.
Council shall exercise its discretion
and shall be the sole judge in this matter.
(d). Affiliate
Membership is open to a regional organization
in the region, which
promotes regional co-operation and has
an interest in the accountancy profession.
(e)
Associate Membership is open to a professional
body of accountants and auditors such
as accounting technicians that does not
meet in all respects, full membership
criteria.
(f). Observer
Status is open to an international
organization that has an interest in the
accountancy profession and that
wishes to participate or assist in any
constructive
way in furthering the objectives of the
Association.
Section
2 (a) Every application
for membership shall be in the form prescribed
by the Association.
(b) The
Council shall consider each application
for membership and shall have the sole
jurisdiction on the eligibility of any
applicant for membership and shall determine
the category.
(c ) The
acceptance or refusal of membership shall
be communicated in writing to the applicant
within six months of the receipt of such
application. Where the application has
been refused, an explanation for such
refusal shall be communicated to the applicant.
A fresh application may be submitted after
one year.
ARTICLE.
5. MEMBERS
RIGHTS AND RESPONSIBILITIES.
Section
I:
Full Members shall:
(a).
be represented, present business and participate
at Council and General Assembly of the
Association and shall be entitled to vote
thereat.
(b).
Subscribe to the objectives set out in
Article 3,
(c ).
agree to support the work of the Association
by making such financial contributions
at the beginning of each financial year
or such other time as may be determined
by Council in accordance with the Constitution.
In the event of a termination of Association’s
activities, such contributions or assets
shall not be returned to the member bodies.
(d).
support the work of the Association by
bringing to the notice of their members
every pronouncement or guideline issued
by the Association and by using their
best endeavours:
(i).
to work towards implementation, when and
to the extent possible under local circumstances,
of those pronouncements and guidelines
and
(ii).
to incorporate in their national auditing
and accounting standards, the principles
on which the international standards and
pronouncements issued by IFAC and IASB
are based; and
(e).
agree to abide by the provisions of this
Constitution and Bye-Laws of the Association,
subscribe to the objectives set out in
Article 3 above and work towards their
achievements:
Section
2.
Temporary, Associate, Affiliate and Observers
shall;
(a).
be represented, present business and participate
at the General Assembly of the Association,
but shall not be entitled to vote thereat;
(b).
Subscribe to the objectives set out in
Article 3;
(c ). Support
the work of the Association;
(d).
make such financial contributions at the
beginning of each financial year
and or
as maybe determined by Council, in accordance
with the Constitution. In the event of
a termination of the Association’s activities,
such contributions or assets shall not
be returned to the member bodies; and
(e).
agree to abide by the provisions of this
Constitution and Bye-Laws.
Section3
The annual subscription shall be due upon
acceptance of membership, and thereafter
on the first day of January each year.
Section
4
The Executive Secretary shall maintain
a Register of Members in which shall be
entered the name of Member Body, address,
and date joined.
ARTICLE
6. CESSATION
OF MEMBERSHIP
Section
1:
A member-body may withdraw from the Association,
provided that it gives at least six (6)
months notice of its intention in writing
to the President/ chairman of the Council.
Section2:
(a). The Council may, by resolution passed
by a majority of not less than two-thirds
of its members present and voting at a
meeting properly convened, suspend from
membership of the Association any member
body which fails to pay the annual subscription
within six months from the date on which
it fell due;
(b).
A member body which has been suspended
from membership of the Association under
sub- section (a) of this Section and which
has not paid its
annual
Subscriptions by the next meeting of the
Council, shall forthwith cease to be a
member of the Association unless the Council
either generally or in the particular
case, decides otherwise.
Section
3:
The Council shall have the power to suspend
from membership any member body
and
to recommend to the General Assembly
the expulsion of such member for
following causes:
(a).
non-compliance with the criteria and obligations
of membership; or
(b).
acts bringing the accounting profession
in the region into disrepute.
(c )
or for any other reason decided by Council
as appropriate
Section
4
The motion for suspension or expulsion
of a Member Body under sections 2 &3
of this Article shall be signed by not
less than -----------------members of
Council and shall not be effective unless
a copy of the motion shall have been served
on the Member Body at least three months
prior to the date of the meeting.
Section
5.
The member body to be suspended or expelled
shall have the right to make written and/or
oral representations at the Council and
or the General Assembly meeting
as to why it should not be suspended and
expelled, as the case may be.
Section
6.
(a)
A member body which has been suspended
from membership of the Association under
the terms of Section 2, or 3 of this Article
shall not be entitled to attend meeting
of the Council or General Assembly of
the Association or to receive any documents
or papers otherwise distributed by the
Association to member bodies during the
period of suspension.
(b)
Upon the suspension or expulsion of any
member body, the Council shall prescribe
the conditions upon which such suspension
may be terminated and the expelled body
shall not be permitted to re-apply for
membership within one year from the date
on which it was expelled.
PART
III – GOVERNANCE
ARTICLE
7 GOVERNING
BODIES
The Governing Bodies of the Association
shall be:
Section1:
(a).
The General Assembly
(b) The
Council
ARTICLE 8 THE
GENERAL ASSEMBLY
The
General Assembly shall be the supreme
authority of the Association and shall
comprise:
(a) The
member bodies each represented by not
more than 5 persons who will attend by
invitation from the Council, and
(a) Members
of Council;
ARTICLE 9: THE
COUNCIL
9.1 The
management of the affairs and business
of the Association shall be
vested
in the Council.
9.2 The
Council shall consist of two representatives,
who shall be the President and Vice President
of each member body duly nominated by
each Member Body. Each such representative
shall have one vote.
9.3
The Council shall exercise all such powers
and do all such things as may be necessary
for the execution of the responsibilities
set out in Article 5 and without prejudice
to the generality of the foregoing, shall
undertake the following functions:
a)
prescribe the financial contribution to
be paid annually by each Member Body to
the Association and such other financial
contributions as it may consider necessary
from time to time for the operation of
the Association.
b)
determine the purposes and uses to which
the funds of the Association shall
be applied;
c) receive
reports on progress and achievements in
respect of plans approved the previous
year, and reports on progress on policy
and strategic initiatives;
9.4 a)
The Council shall meet at such times and
such places as it may
from time to time determine for the dispatch
of business and adjourn , close and otherwise
regulate its meetings as it deems fit.
Provided
however that the Council shall meet at
least twice in every year and one of which
may coincide with the Annual General Meeting.
b)
A
meeting of the Council may be called at
any time by either the President or
by any two member bodies
9.5
a)
The Council may establish committees to
assist in the exercise of
its
functions and may delegate all or any
of its powers to such committees with
the exception of the power to :
i
make, repeal, amend and add to by-laws
regulating the conduct of the affairs
of the Association; or
ii
prescribe the financial contributions
to be paid by Member Bodies.
b)
A committee established under the terms
of section 10.6 (a) of this Article shall,
in the exercise of any powers delegated
to it, conform to any directions or rules
issued to it by Council.
9.6
Voting
a)
subject to the provisions of paragraph
( b) of this Section, each
representative
of a Member Body shall have one vote on
any matters to be decided at a meeting
of the Council.
b)
Except as otherwise provided in this Constitution,
all matters before the Council shall be
decided by majority vote of those present
and entitled to vote, and in the event
of an equality of votes, the President
shall have a casting vote.
ARTICLE 10.
OFFICERS :
Section 1.
The Officers of the Association
shall be :
(a)
President
(b)
Vice President
(c)
Treasurer
2.
The Officers shall be elected by the Council
from amongst its
members at the Council meeting preceding
the General Assembly
and
shall assume office at the end of the
General Assembly. The President
shall be the Chairman of the Council,
the General Assembly and of the
Congress. No President or Vice President
shall stay in office for more than one
term of two years
3.
The treasurer shall be nominated by the
Council of ICAN amongst its members for
appointment by ABWA Council.
.
PART IV:
FINANCE AND FUNDING
ARTICLE
11:
FINANCIAL
PROVISIONS
Section
1. The
Council shall establish and maintain a
fund, the management and control of which
shall be in the hands of the Council and
into which shall be paid all moneys received
by the Council and there shall be paid
there out accounts and other liabilities
by or on behalf of the Association under
this Constitution.
Section
2. The
Council may invest moneys in the fund
in any security created or issued by or
on behalf of the government of a member-body’s
country or in any other securities in
any member body’s country approved by
the Council.
Section
3. The
Council may from time to time borrow for
the purpose of the Association and any
interest payable on moneys so borrowed
shall be paid out of the fund.
Section
4. The
funding for the Association shall be derived
from: subscriptions
from members; grants and donations from
national or international organizations;
individual and inter-governmental agencies;
and such other source and activities as
the Council may from time to time deem
fit.
Section
5. The
Council shall keep proper accounts on
behalf of the Association in respect of
each financial year and proper records
in relation to those accounts and the
council shall cause the accounts to be
audited by an auditor appointed by the
Assembly and when audited, the accounts
which shall be expressed in US Dollars
shall be distributed to the member bodies
together with a report of the Council
on the activities of the Association.
Section
6.
An auditor appointed for the purpose of
this provision shall not be a member of
the Council
Section
7. The
Council shall cause the funds of the Association
to be deposited in Banks of international
repute in the country where the Secretariat
is located or in any country of a member-body
as the Council may decide
PART
V: MEETINGS
ARTICLE
12.
Section
1. An
Ordinary Meeting of the General Assembly
shall be held during or immediately
prior to each Congress at the location
for the Congress.
Section 2.
There
shall be held in every calendar year not
less than two meetings of the Council
at place or places and time or times determined
by the council.
Section 3.
There shall
be held in every year an Annual General
Meeting (AGM) to amongst others consider
the annual report and financial statement
ratify the appointment of the President,
consider and if in order approve any resolutions,
and generally discuss any matters concerning
the Association or profession. The AGM
shall be held not more than six (6) months
after the end of the financial year.
PART VI: THE SECRETARIAT
ARTICLE
13:
Section 1.
The Administrative Office of the Association
shall be
located in the Federal Republic of Nigeria,
or in such other location as the Council
may determine by a majority of not less
than 75% of the members.
Section
2.
(a) The Council shall establish a secretariat,
which shall work
under the direction of the Executive Secretary.
The functions of the Secretariat shall
be to facilitate and co-ordinate the objectives
of the Association.
(b)
The Secretariat shall have such personnel
as the Council shall deem necessary from
time to time.
(c)
The remuneration of the staff of the secretariat
shall be determined by the Council.
Section 3:
The Executive Secretary.
(a)
The Association shall have an Executive
Secretary who shall be appointed by the
Council, for such term, at such remuneration
and upon such conditions as Council deems
fit.
(b)The
Executive Secretary shall be responsible
to the Council for
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