Constitution of Incorporated Trustees

A Constitution for Incorporated Trustees is a set of rules and regulations regulating the affairs of an organization. This document simply specifies the manner in which the organization is run and managed.

Incorporated Trustees are non-business and non-profit organizations that are formed by a group of persons (called the trustees) that are bound together by religion, sports, educational and scientific development. Incorporated trustees are usually formed for charitable purposes, to promote the objects of the organization.

Since the organization is formed for charitable purposes, they do not do business and are not required to distribute any income to the members of the organization by way of dividends. However, the income of incorporated trustees is applied solely towards the promotion of its objects. The main officers of the organization are:

1. The Chairman of the Board of Trustees. This is the person responsible for the management of the organization. The chairman possess the power to convene meetings and propose resolutions to be passed at meetings.

2. The Secretary. This is the person performs administrative functions in the organization. The duties of a company secretary includes organizing and planning meetings, sending notices, providing advisory services on regulatory compliance.

3. Trustees. These are persons that make up the membership of the organization. They hold and administer the assets of the organization, and make key decisions in the organization.

4. Treasurer. The treasurer manages the financial assets and liabilities of the organization.

5. The Governing Body. This is a body of persons that supervise the affairs of the organization.

Note that this document is only required for not-for-profit organizations that are registered as Incorporated Trustees. Therefore, it is not suitable for companies, but the Articles of Association is a suitable document for companies.

How to use this document

This document may be used during the incorporation of the organization or after incorporation to amend an already existing constitution.

Once the document is completed, it should be printed and signed by the chairman of the board of trustees and the secretary should sign. The signed document should be filed at the Corporate Affairs Commission (CAC).

If this document is used to amend or replace an existing constitution, two signed copies of this document should be filed to the CAC together with the following:

• Duly completed application form.
• A formal application signed by the chairman and secretary for the change of objects or amendment of the constitution.
• An extract of the minutes of meeting (signed by the chairman and secretary) where the amendment was approved.
• A copy of the public notice as posted at the registered office of the organization.
• Updated annual returns.
• Payment of filing fees.

Applicable law

The Companies and Allied Matters Act, 2004 and the CAC regulations are applicable to the document. The general rules of contract are applicable to this document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.