Articles of Incorporation of a Non-Stock Corporation are essential when establishing a non-profit organization in Nigeria. This document must be filed with the Corporate Affairs Commission (CAC) in compliance with CAMA 2020 requirements. It's used when founders want to create a formal non-profit entity that operates independently from its members or trustees, with the organization existing as a separate legal entity. The document includes crucial information about the organization's purposes, governance structure, trustee responsibilities, and operational procedures. It serves as the foundation for all organizational activities and is required for registration, opening bank accounts, entering into contracts, and applying for tax-exempt status. The Articles must align with Nigerian law and typically require professional legal review to ensure compliance with current regulations.
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1. Name and Location: Statement of the corporation's name and principal office address in Nigeria
2. Purpose: Clear statement of non-profit purposes and objectives of the corporation, including specific activities to be undertaken
3. Powers: Enumeration of the powers the corporation may exercise to achieve its purposes
4. Membership: Definition of membership classes, rights, and qualifications, if any
5. Board of Trustees: Composition, qualification, appointment, removal, and powers of the board of trustees
6. Officers: Designation of officers, their duties, qualifications, and terms of office
7. Meetings: Procedures for board and membership meetings, including notice requirements and quorum
8. Financial Provisions: Rules regarding financial management, accounting, and use of corporation funds
9. Amendment Procedures: Process for amending the Articles of Incorporation
10. Dissolution: Procedures for dissolution and distribution of assets upon dissolution
1. Committees: Structure and powers of various committees, used when the organization requires specific standing committees
2. Branch Offices: Provisions for establishing and managing branch offices, needed for organizations planning multiple locations
3. International Operations: Rules governing international activities, required for organizations planning to operate beyond Nigeria
4. Dispute Resolution: Specific procedures for handling internal disputes, recommended for larger organizations
5. Election Procedures: Detailed procedures for conducting elections, necessary for organizations with large membership bases
6. Advisory Board: Structure and role of advisory board, useful for organizations seeking additional guidance and expertise
1. Schedule 1: Initial Trustees: List of initial trustees with their details and acceptance of appointment
2. Schedule 2: Property Details: Details of any initial property or assets vested in the corporation
3. Schedule 3: Membership Structure: Detailed breakdown of membership categories and rights, if applicable
4. Schedule 4: Initial Officers: List of initial officers and their positions
5. Appendix A: Code of Conduct: Ethical guidelines and conduct requirements for trustees, officers, and members
6. Appendix B: Organizational Structure: Diagram and description of the organization's management structure
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