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15. A President - General shall be subjected to the same provision as for disqualification of Governors, and if he ceases to be a Governor he shall automatically and immediately cease to be a President - General. 


POWERS AND DUTIES OF GOVERNORS

16. All acts by any meeting of the Governors, or of a Committee of Governors, shall notwithstanding that if be afterwards discovered that there was some defect in the appointment of any such Governors or person acting as aforesaid or the any of them were disqualified to be or to act as Governors, be as valid if every such person had been appointed and was qualified to be Governor.

REGISTRAR / CHIEF CORPORATE OFFICER (REGISTRAR/CCO)

 17. The Board of Governors shall appoint a Registrar/Chief Corporate Officer (Registrar/CCO) for the Institute and that Registrar/Chief Corporate Officer shall be either a Legal practitioner, a Chartered Accountant or a member of the Chartered Institute of Administrators of Nigeria as provided by the Companies and Allied Matters Act, 1990.

18. The Secretary must be a member of the Board of Governors and shall perform the following duties, namely:-

a.   Take custody and care of the records and minute books of the Board of Governors on behalf of the Institute.

b.   To the extent feasible, attend all meetings of the Board of Governors, which shall be held in Nigeria;

In the event that the Secretary is not in physical attendance at the meeting of the board of governors, a member shall be designated by the Chairman to serve as Registrar/Chief Corporate Officer (Registrar/CCO) for the meeting.SEAL

19. The Governors shall provide for the safe custody of the Institute Seal which shall be used on the authority of the Governors or a Committee of the Governors authorized by the Governors on their behalf and every instrument to which the seal shall be affixed shall be signed by the President - General/Chairman of Council or any other Governor acting on his behalf and shall be countersigned by the Registrar / Chief Corporate Officer or by a second Governor or some other person appointed by the Governors for the purpose.


DISQUALIFICATION OF GOVERNORS

20.   The Office of a Governor shall be vacated in any of the following events namely:

a. If he resigns his appointment by writing under his hand at his office;

b.  If he becomes prohibited by law from acting as a Governor

c.  If he be found lunatic or becomes of unsound mind or bankrupt or compounds with his creditors;

d.   If any ordinary Resolution, of which special notice has, been given, be passed by the Institute in General Meeting to that effect.

21.  A Governor may hold other office under the Institute (other than the office of Auditor) in conjunction with his office of Governor for such period and on such terms as may be agreed between him and the other Governors.

22.  The quorum necessary for the transaction of business at a Board Meeting of the Directors shall be five until otherwise determines Governors.


INDEMNITY

23.  Subject to the provision of the Act, every Governor, Auditor, Registrar/CCO or other Officers of Institute shall be indemnified by the Institute against all cost, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties or in relation thereto.

ACCOUNTS

24.   (a)        The Governors shall cause proper accounting records of the Institute to be kept and the Board of Governors shall by simple resolution appoint Auditors from time to time to scrutinize the Institute’s account. The appointment, functions and reappointment of such Auditors shall be governed by the provisions of the Companies and Allied Matters Act 1990.

(b)   The Board of Governors shall from time to time in accordance with the provisions of the Act cause to be prepared and to be laid before the Board in general meeting such accounts, balance sheets and reports as are referred to in the Act.

(c)  A copy of every balance sheet (including every document required by the to be annexed thereto) which is to be laid before the members in general meeting, together with a copy of the auditor's shall not be less than twenty One days before the date of the meeting be sent to every member of the Institute provided that this Articles shall not require a copy of those documents to be sent to any person of whose address the Institute is not aware of.


THE SEAL

25. Governors shall provide for the safe custody of the Institute Seal, which shall be used only be used by authority of the Governors or a Committee of the Governors authorized by the Governors on their behalf and every instrument to which the Seal shall be affixed shall be signed by the Governor and counter-signed by the Secretary or by a Second Governor.

WINDING UP

26. In the event of a winding up or dissolution of the Institute there remains after the satisfaction of all the debts and liability, and property whatsoever, the same shall not be paid to and distributed among the members of the Institute, but shall be given or transferred to some other institutions (s)having objects similar to that of the Institute and the body or bodies are prohibited from distributing its or their income and property amongst its or their members to an extent as is imposed on the Company under or by the provisions of the COMPANIES AND ALLIED MATTERS ACT 1990 thereof, such institutions (s) to be determined by the members at or before the time of dissolution, or be internal auditor and if in so far effect cannot be given to the aforesaid provision, then to some heritable objects. And that the dissolution process shall be in accordance with the provisions of COMPANY AND ALLIED MATTERS ACT, 1990.


NOTICE

27.  A Notice may be given by the Institute to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Nigeria) to the address, if any within Nigeria supplied by him to the Institute for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, preparing and posting a letter containing the notice and to have been effected at the expiration of 7 days after the letter containing the same is posted.

4.  MEMBERSHIP OF THE INSTITUTE

The number of members with which the Institute proposes to be registered is eight but the directors may from time to time register an increase of members.

5.  BOARD OF GOVERNORS (GOVERNING COUNCIL)

A Board of Governors, which shall be comprised of the subscribers of this Institute, and any other director so appointed in accordance with the article, shall govern the Institute.

6.   MEETING OF MEMBERS

An annual General Meeting shall be held not more than eighteen months after the incorporation of the Institute and subsequently once in a year, at such time (or within a period of not more than fifteen months after the holding of the last preceding Annual General Meeting) at a place as may be determined by the Governors. All other Meetings shall be called Extraordinary General Meetings.

7. The Annual General Meeting shall be held at such time and place as the governors shall appoint. 

8. The President, if any, of the Board of Governors shall preside as chairman at every General Meeting of the Institute, or if there is no such chairman, or if he is not present within thirty minutes after the time appointed for the house shall elect one of their member to be chairman of the meeting.

9.  If at any Meeting no governor is willing to act as Chairman or if no Governor is present within thirty minutes after the time appointed for holding the Meeting, the members present shall choose one of their members to be chairman of the meeting.

10. An annual General Meeting and Extraordinary General Meeting shall be called by twenty one days’ notice in writing at least, (exclusive of the day on which it is served or deemed to be served and of the day for which it is given) in the manner hereinafter mentioned to such notice from the Institute and to the Auditors: Provided that a General Meeting notwithstanding that it had been called if it so agreed as provided under the provision of section 217 (2) of the Act.


VOTE OF MEMBERS

11.   (a)  On a show of hands every member who is present in person or by proxy will have one vote.

(b)  A person may act as proxy whether or not he is a member of the Institute

(c) Five or more members entitled to vote and be present or represent by proxy shall form a quorum.

(d) At the General Meeting a resolution put to vote at the meeting shall be decided on a show of hands.

(e) When a resolution is voted on by show of hands, the chairman shall forthwith declare the result of the voting and the declaration by the Chairman that the Resolution has been carried, or carried unanimously or by a particular majority, or lost shall not be challenged by any member of the Institute any entry made in the book containing the minutes of the proceedings of Institute or the declaration by the chairman shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(f)  In the case of an equality of votes, the Chairman of the Meeting shall be entitled to a second or casting vote.

(g) A resolution in writing signed by every member of the Institute shall have the same effect and validity as a unanimous Resolution of Members at a Meeting duly convened and constituted.

GOVERNORS

12.        The first Governors of the Institute shall be appointed in writing by the subscribers to the Memorandum of Association or a majority of them who appoint themselves or any one more of themselves. The Institute in General Meeting may by Ordinary Resolution elect any person to be Governor.

13.        Any Governor not ordinary resident in the Federal Republic of Nigeria or is to be absent from Nigeria for a period of not less than six weeks may appoint any person to be alternate and substitute Governor provided that such appointment is approved by Resolution of Board of Governors. The appointee whilst he holds office shall be entited to receive notice of the Meeting of the Board and to attend and vote thereat and to act to the extent the Governor appointing him. But he shall not require additional qualification. Any appointment so made may be revoked at any time by the governors making the appointment. Any appointment or revocation made under this clause shall be in writing and shall be given to the Institute.


PRESIDENT - GENERAL/CHAIRMAN OF COUNCIL

14. The Governors may from time to time appoint any one or more of their body to be President - General, and if he ceases to be a Governor he shall automatically and immediately cease to be a President - General/Chairman of Council.


 


 

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Article of Association


Articles of Association of Institute of Corporate Governance Nigeria

Interpretation

In these regulations:

(a)  “The Act” means Companies and Allied Matters Act, 1990 including any statutory modification or re-enactment thereof the time being in force.

(b)   “The Articles” means the articles of the Institution.

(c)   “Clear Day” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be and the day for which it is given or on which it takes effect.

(d)  “Effect” includes any mode of execution.

(e)  “The Seal” means the Common Seal of the Institution.

(f)  “Registrar/Chief Corporate Officer (Registrar/CCO)” means the registrar of the Institution or any persons appointed to perform the duties of the Registrar/Chief Corporate Officer (Registrar/CCO) of the Institution, in accordance with the provisions of Company and Allied Matters Act, 1990.

Unless the context otherwise required, words or expression contained in the Regulations bear the same meaning as in the Act but excluding any statutory modifications thereof in force when these regulation become binding on the Institute.


2.   MEMBERSHIP OF THE INSTITUTE

The number of subscribers which the Institute proposed to be registered is eight (8) but the Governors may from time to time register an increase of members.

3.  STRUCTURE AND ORGANIZATION

The Institute shall have a Governing Council (hereinafter called the Council) comprising members appointed on merit to a term of office for those years not exceeding four renewable terms of office. Also the subscribers to this Institute shall form Board of Governors (Governing Council) of this Institute and permanent member of the governing council

The International Association of Risk And Compliance Professionals (IARCP), Washington Dc, USA Partners The Institute Of Corporate Governance Nigeria (Icgn).

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Call for Research Papers: We are using this medium to call for manuscript submission from experts within and outside academic for publication in the journal, International Journal of Governance, Risk Management and Compliance (IJGRC)

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CALL FOR DIRECT MEMBERSHIP ADMISSION
The Institute of Corporate Governance NigeriaTM (ICGNTM) is a globally recognized and an integrated national and government approved professional body in Nigeria, established and well positioned to lead and deliver best - in - class corporate governance, risk management, compliance and business ethics standards and practices.

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Upcoming Training and Membership Events

ICGN runs Professional Corporate Governance Education and Certification Programmes. See the Training Calendar for details.

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ICGN Receives Book Donations from Washington based International Finance Corporation, a member of the World Bank Group

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ICGN Receives the the Officials of Washington D.C.-based, Center for International Private Enterprise (CIPE), Mrs Kelly Spence

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ICGN Facilitates for The West African Institute of Financial and Economic Management (WAIFEM) on Corporate Governance.

2, Wuse, Abuja, Nigeria.



Tel.: 234 (09) 8743609, 234 (0) 7061678871, 234 (0) 704399990
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CORPORATEHEADQUARTERS

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info@icgng.org 

instofcorpgovnig@yahoo.com 


Telephone: 234 (09) 8743609,
Mobile Phone Number: 234 (0) 7061678871, 234(0) 9052545374

234 (0) 8137115108,

234 (0) 7041364220,

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ICGTM publishes a journal;Corporate Standards: An International Journal of Corporate Governance Research (IJCGR).

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The Corporate Examiner. These publications are regularly available to members and non-members

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