Adpaf Constitution

ARTICLE 1: NAME

The name of the Association is INCORPORATED TRUSTEES OF ASSOCIATION OF DRILLING PROFESSIONALS IN AFRICA (OIL & GAS)

ARTICLE 2: AIMS AND OBJECTIVES

The address of the Association shall be: SUITE 19, CANAN PLAZA, LEKKI – EPE EXPRESSWAY BY ELF BUS STOP, LAGOS STATE (LEKKI, LAGOS)

ARTICLE 3: AIMS AND OBJECTIVES

The aims and objectives of the association are:

• To provide a forum, networking and contacts with other colleagues to share information and exchange technical knowledge and best practices specifically on drilling related topics.

• To conduct technical conferences for its members.

• To exchange ideas and technical knowledge on well planning, drilling, work overs, completion and well interventions creating opportunities for drilling professionals to acquire technical and professional competence

ARTICLE. 4: TRUSTEES

A. The Trustees of the ASSOCIATION OF DRILLING PROFESSIONALS IN AFRICA (CIL & GAS) for the purpose of the Companies and Allied Matters Act CAP C20 LFN 2004, shall be elected at a General Meeting charged with responsibility of selecting the Trustees with 2/3 majority votes of members present.

B. Such Trustees (Hereinafter referred to as “The Trustees”‘) shall not be less than 3 and morethan 10 in number

C. A Trustee may hold office for 10 years but shall cease to hold office if he:

a. Resigns his office.

b. Ceases to be a member of the registered Trustees of the body.

c. Becomes insane.

d. Is officially declared bankrupt.

e. Is convicted of a criminal offence involving dishonesty by a Court of competent jurisdiction.

f. Is recommended for removal from office by a board of Governors and Trustees majority vote of members present at any General Meeting of the body g. Ceases to reside in Nigeria.D. Upon a vacancy occurring in the number of Trustees a General Meeting will be held to appoint another eligible member of the Association.<

ARTICLE 5: COMMON SEAL

A. The Trustees shall have a common seal.

B. Such seal will be kept in the custody of the SECRETARY who shall produce it when required for use by the Trustees.

C. All documents to be executed by the Trustees shall be signed by such number of them and sealed with the Common seal.

ARTICLE 6: MEETINGS For effective administration of the Association, there shall be the following meetings

SN	MEETING NAME	MEETING QUORUM
1	ANNUAL GENERAL MEETING	Two thirds (2/3) majority of the members present at the General Meeting.
2	MEETING OF THE BOARD OF TRUSTEES	Two third majority of the members present.
3	SPECIAL EMERGENCY MEETING	Two third (2/3) majority of the members present.

ARTICLE 7: GOVERNING BODY

a. President
b. Vice-President
c. Secretary
d. Assistant Secretary
e. Treasurer
f. Financial Publicity Secretary
h. Auditor

ARTICLE 8: SOURCES OF INCOME

The sources of income for the Association shall include:

1. Collect dues and donations from its members.
2. Receive grants or assistance from individuals, trust, foundation and other charitable or philanthropic organization in Nigeria or elsewhere.
3. Collect money and financial assistance from or by any other lawful source or means.
4. Accept donations (whether cash and/or kind) from individuals, corporate bodies, foundation and organizations in Nigeria or elsewhere.

ARTICLE 9: DISBURSEMENT AND APPLICATION OF FUNDS

THE INCOME AND PROPERTY OF ASSOCIATION OF DRILLING PROFESSIONALS IN AFRICA (OIL & GAS) whatsoever derived shall be applied solely towards the promotion of the association as set forth in this Rules and Regulations Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise however by way of profit, to the members of the Association, PROVIDED that nothing herein shall prevent the payment, in good faith, or reasonable and proper remuneration to an officer or servant of ASSOCIATION OF DRILLING PROFESSIONALS IN AFRICA (OIL & GAS) in return for any service actually rendered to the Association but so that no member of the Council of Management of Governing body shall be appointed to any salaried office of the Association or any office of the Association paid for by fees, and that no remuneration or other benefits in money or monies shall be given by the Association to any member of such Council or Governing Body except repayment of out-of-pocket expenses or reasonable and proper rent for premises demised or let to the Association provided that the provision last as fore said shall not apply to any payment of any company to a member of the Association may be a company in which such member shall not hold more than one hundredth part of the capital and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

4. NO ADDITION, alteration or amendment shall be made to or in the Rules and Regulations/Constitution for the time being in force, unless the same have been previously submitted to and approved by the Registrar-General.

5. In the event of a Winding up of Dissolution of the Association, there remains after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to and distributed among the members of the Association but shall be given or transferred to some other institution(s) having objects similar to that of ASSOCIATION OF DRILLING PROFESSIONALS IN AFRICA (OIL & GAS) and the body or bodies are prohibited from distributing its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of the SPECIAL CLAUSE hereof, such institution(s) to be determined by the members of the association so far effect cannot be given to the aforesaid provision, then to some charitable object. ARTICLE 10: KEEPING ACCOUNT a. The Association shall operate Bank Accounts in its name. The signatories’ the account shall be the chairman, the financial secretary and the treasurer. All monies must be paid into the account upon receipt and the treasurer shall note at any time any cash sum of more than 10,000,000 of the Association’s money.

b. The Financial Year of the Association shall be 1st January to 31st December, of every year. i. All expenditure (Current, Capital or otherwise) of the Association must be duly countersigned by the treasurer of the Association. ii. There shall be one account ie one operating account for the Association and any fund not immediately required shall be invested in viable or new projects with the approval of the general meeting. The Association shall ensure the accurate keeping of record of all income and expenditure. APPOINTMENT OF AUDITOR(S) Independent qualified and licensed Auditors shall be appointed by the general meeting to audit the financial records of the Association annually and submit an audited report to the Annual General Meeting of the Association. The audited financial statements (balance sheet and income and expenditure account) duly certified by independent auditors shall be annexed to the annual returns and file with the Corporate Affairs Commission. The Association shall ensure the accurate keeping of record of all income and expenditure.

ARTICLE 11: APPOINTMENT OF AUDITOR(S)

1. Independent qualified and licensed Auditors shall be appointed by the general meeting to audit the financial records of the Association annually and submit an audited report to the Annual General Meeting of the Association.

2. The audited financial statements (balance sheet and income and expenditure account) duly certified by independent auditors shall be annexed to the annual returns and file with the Corporate Affairs Commission. ARTICLE 12: AMENDMENT OF CONSTITUTION

The Association may alter the provision of its Constitution at a General meeting by a resolution passed by a simple majority of its members and approved by the Commission.

ARTICLE 13: SPECIAL CLAUSE

1. THE INCOME AND PROPERTY OF ASSOCIATION OF DRILLING PROFESSIONALS IN AFRICA (OIL & GAS) shall be applied solely towards the promotion of the objective of the body as set forth in this RULES AND REGULATION CONSTITUTION, and so portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus of otherwise howsoever by way of profit, to the members of the Association.

2. PROVIDED that nothing herein shall prevent the payment in good faith, or reasonable and proper remuneration to any officer or servant of the Association in return for any service actually rendered to the Association: a. With the exception of ex-officio members of the Governing Council, no member of the Council of Management or Governing Body shall be appointed to any salaries office of the Association or any office of the Association paid by fees, and

b. No remuneration or other benefit in money or money’s worth shall be given by the body to any member of such Council or Governing Body except repayment of out of pocket expenses or reasonable and proper rent for premises demised, or let to the Association or reasonable fees for services rendered.

3. 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 object of Association, such institutions to be determined by the members of the Association at or before the time of dissolution.

4. If effect cannot be given to the aforesaid provisions, then the remaining property shall be transferred to some charitable object.