THE

CONSTITUTION

OF

PROGRESSIVE MINDS CLUB

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 TABLE OF CONTENTS

PAGE
TABLE OF CONTENTS………………………………………………………………...2
PREAMBLE……………………………………………………………………………….3
ARTICLE 1: THE NAME………………………………………………………………..3
ARTICLE 2: ADDRESS…………………………………………………………………3
ARTICLE 3: AIMS AND OBJECTIVES………………………………………………3
ARTICLE 4: TRUSTEES……………………………………………………………….3 - 4
ARTICLE 5: COMMON SEAL…………………………………,………………………3
ARTICLE 6: ANNUAL/MONTHLY DUES AND LEVIES…………..…….………..4
ARTICLE 7: DUTIES OF MEMBERS…………………..…………………………….5
ARTICLE 8: LOSS OF MEMBERSHIP………………………………………………..5
ARTICLE 9: MEMBERS IN GOOD STANDING/MEMBERSHIP BENEFITS….5
ARTICLE 10: RIGHTS AND PRIVILEGES OF MEMBERS……………..………..6
ARTICLE 11: CONDOLENCE AND CHILDBIRTH VISITATIONS……………….7
ARTICLE 12: MEETINGS……………..…………………………………………………7
ARTICLE 13: GOVERNING BODY……………………..……………………………..8
ARTICLE 14: OFFICERS OF THE CLUB…………………………………………..10
ARTICLE 15: ELECTION AND TENURE OF OFFICE………..………………….15
ARTICLE 16: BYE ELECTION………………………………….…………………….15
ARTICLE 17: SOURCES OF INCOME……………………………………………….15
ARTICLE 18: DISBURSEMENT AND APPLICATION OF FUNDS………………15
ARTICLE 19: KEEPING OF ACCOUNT………………………………………………15
ARTICLE 20: APPOINTMENT OF AUDITOR(S)…………………………………….16
ARTICLE 21: AMENDMENT OF CONSTITUTION…………………………………16
ARTICLE 22: SPECIAL CLAUSE……………………………………………………...16

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 PREAMBLE
We, the members of PROGRESSIVE MINDS CLUB, a not for-profit and
non-political A s s o c i a t i o n , do firmly and solemnly resolve to provide for
ourselves a constitution as a binding document that shall guide the rules and
conducts of all members and to be governed by the provisions therein
contained.

ARTICLE 1: NAME
The name of the Association is ‘INCORPORATED TRUSTEES OF PROGRESSIVE
MINDS CLUB.

ARTICLE 2: ADDRESS
The Address of the Association shall be:
At Iju Ota, Ogun, Nigeria provided that the Association may maintain branches in
other cities and states as the Board of Trustees may decide from time to time.

ARTICLE 3: AIMS AND OBJECTIVES

The aims and objectives of the Association (Club) are to:

1. To be involved in the general/overall development/growth of our association

and our members
2. Promote, advance and protect the interest of members
3. Giving back to our society (widows, orphans and less privilege), however little
4. Organize seminars (programmes) for the advancement of the association
5. Act as liaison between members and the Government
6. The association (club) shall provide support when necessary for growth and
personal development of members.
7. Financial commitment of members is non –negotiable.

ARTICLE 4: TRUSTEES
(1) The Trustees of PROGRESSIVE MINDS CLUB for the purpose of
the Companies and Allied Matters Act of 2020, shall be elected at a
General Meeting charged with responsibility of selecting the
Trustees with 2/3 majority votes of members present.
(2) Such Trustees (Hereinafter referred to as, “The Trustees’’) shall not
be less than 2 and more than 5 in number and shall be known as
“THE REGISTERED TRUSTEES OF PROGRESSIVE MINDS CLUB.

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(3) A Trustee may hold office for a s i n g l e t e r m o f 4 y e a r s
o n l y , but shall cease to hold office if he:
a. Resigns his/her office
b. Ceases to be a member of the registered Trustees of
PROGRESSIVE MINDS CLUB.
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 of PROGRESSIVE MINDS CLUB
present and voting at a meeting duly held in strict compliance with
provisions of the regulations as to meetings; and to remove at the General
meeting.
g. Ceases to reside in Nigeria
(4) Upon a vacancy occurring in the number of Trustees, a General
Meeting will be held to appoint another eligible member of
PROGRESSIVE MINDS CLUB to fill such vacancy.
(5) The Trustees shall apply to the Corporate Affairs Commission for the
Certificate of Incorporation under the Companies and Allied Matters Act
1990 Part F.
(6) If such certificate is granted, the Trustees shall have power to accept and
hold in trust all land belonging to PROGRESSIVE MINDS CLUB and to
acquire land on behalf of PROGRESSIVE MINDS CLUB subject to such
conditions as the commission may impose.

ARTICLE 5: COMMON SEAL

(1) The Trustees shall have a Common seal.
(2) Such Common seal will be kept in the custody of
the Secretary who shall produce it when required for use by the
Trustees.
(3) All documents to be executed by the Trustees shall be signed by
such number of them and sealed with the Common seal of
PROGRESSIVE MINDS CLUB.

ARTICLE 6: ANNUAL/MONTHLY DUES AND LEVIES

a) Annual due is N24, 000 per member.

b) Donation per member is at least Five Thousand Naira (#5,000) whenever
the need arises;

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 c) Annual dues and Levies shall be as reviewed by the general meeting on
the recommendation of the Executive Committee of the Association from
time to time.

ARTICLE 7: DUTIES OF MEMBERS

a) To adhere strictly to the provisions of the Constitution and Bye-laws;

b) To represent the association in any way when called to do so;
c) To attend organised meetings and such other meetings and activities
approved by the association;
d) To discharge in full the financial obligations required by the association;
e) To engage and/or indulge in all lawful conduct aimed at enhancing and
projecting the aims/objectives of this association;
f) Members are required to attend the events of fellow members;
g) Seek to protect the constitution at all times.

ARTICLE 8: LOSS OF MEMBERSHIP

8.1. A member of the Association shall retain his or her membership unless:

a) If he or she personally withdraws his or her membership in writing;

b) If he or she neglects or persistently neglects or refuses to pay his or her

dues or any other levies which may be due by him or her to the
association for a continuous period of 6 (six) months;

c) If he or she is convicted of any criminal offence involving but not limited

to dishonesty as may be adjudged by a court of competent jurisdiction;

d) If he or she persistently/flagrantly disobeys or refuses to abide by the

Rules and Regulations of the Association.

e) If he or she continuously disrespects and or uses foul languages to any

member without reporting the issue/issues to the Executives or the
general meeting.

ARTICLE 9: MEMBERS IN GOOD STANDING/MEMBERSHIP BENEFITS

9.1. Good Standing/Financial Benefits

a. Must meet all financial obligations as prescribed in article 6 above

b. A member in good standing, in accordance with article 9 is entitled to

the following benefits and privileges;

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 i. Bereavement Benefit: The association shall pay the sum of One
Hundred Thousand Naira (N100,000) to the beneficiary of a member
upon demise of the member, while the sum of One Hundred
Thousand Naira (N100,000) shall be paid to a member upon the
demise of the member’s spouse.
ii. The Association shall pay the sum of Fifty Thousand Naira (N50, 000)
to a member upon the demise of the member’s birthparent or legally
adopted parent, and this shall be a one-off payment.
iii. The Association shall pay the sum of Fifty Thousand Naira (N50, 000)
to a member upon the death of the member’s child or legally adopted
child, and this token shall be a one-off payment.
iv. The Association shall pay the sum of Fifty Thousand Naira (N50, 000)
to a member celebrating any of the following events: wedding/child’s
wedding, childbirth, and this token shall be a one-off payment.
v. To fulfil these obligations, each member must participate in donations
with at least Five Thousand Naira (#5,000) per time, to raise the sum
stipulated for each of the benefits at each particular case.

NOTE: Members can only benefit once in a calendar year, however

PMs are required to be in attendance where individual gift/ donation
is welcome.

9.2. Eligibility
To qualify for any of the benefits, a member must have been active for
one year, starting from the date of enrolment or re-enrolment into the
association. Backdating payments of monthly dues and donations is
allowed, but must have been done latest FOUR (4) MONTHS before that
member requires the financial assistance from the association.

This means, if a member is not up to date with dues and donations, he

or she will not be eligible for the benefits, even though he or she had
paid part of the monthly dues or participated in donations sometime in
the past.

To be in “good standing” a member must be current in the payment of

all dues and donations. Any member remaining financially delinquent
for a period of four or more months is considered non-sustaining and
is ineligible to vote in any meeting of the association.

NOTE: A new member will be eligible to benefit only if he /she had paid
monthly/annual due of a calendar year.

ARTICLE 10: RIGHTS AND PRIVILEGES OF FINANCIAL MEMBERS

a. Eligible to vote in general elections;

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 b. Eligible to run for an office or to be appointed to a committee or
selected as a delegate;

c. Eligible to vote on all matters and issues being discussed in this

association;

d. Eligible to use this association’s communication media to announce

personal and family events, which should be sent to the welfare
committee to handle;

e. Invite the Association as a body to any social event.

ARTICLE 11: CONDOLENCE AND CHILDBIRTH VISITATIONS

11.1. Visitations
In the event of the death of a member, a member’s parent or child, or
childbirth, the association will pay a condolence visit within 7 days of
the association being informed. For childbirth, the association will pay
a visit on the day of the baby dedication. In both cases, the delegation
of the association will present a cash amount as specified in this
constitution.

The President is to assign any member or group for the visit, working
with the welfare committee.

NOTE: Welfare, Social, Electoral and Investment Committee should be

constituted.

11.2. An Invitation By A Member

Any invitation shall be forwarded to the Public Affair Officer (PAO) of

the association. The members (the delegation at the event) shall be
entitled to a separate table with the inscription “PROGRESSIVE
MINDS” boldly written at any of these events they have been invited,
with food, drinks, etc., as may be enough for the members.

ARTICLE 12: MEETINGS

12.1. For effective administration of the a ssociation, there shall be the
following meetings:

The Annual General Meeting shall be the supreme body of

PROGRESSIVE MINDS .

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 1. The Annual General Meeting shall hold in the month of December every
year at a place decided by the Committee.
2. The meeting shall commence at such time as deemed expedient by the
Governing Council.
3. The Chairman/President may however extend the duration of the meeting
as the occasion demands.
4. Notice of the meeting shall be given thirty (30) days before the meeting day.
5. The agenda of the Annual General Meeting shall be prepared by the
Executive Council.
6. All Executive officers shall present reports of their activities at each Annual
General Meeting.
7. Notwithstanding the above, emergency meetings may be conducted subject
to the decisions of the Executive Council.

12.2. The quorum for the meetings shall respectively be:

The quorum of all its meetings shall be 2/3 of all members including the
Chairman and the Secretary until such a quorum is amended by the General
Meeting of the Association.

ARTICLE 13: GOVERNING BODY

COMPOSITION: The Executive council shall consist of all Executive officers of the
Association.

EXECUTIVE OFFICERS: The Executive officers of the ASSOCIATION shall

include:

a. Chairman/President
b. Vice Chairman/ Vice President
c. General Secretary
d. Assistant General Secretary
e. Financial Secretary
f. Treasurer
g. Public Affairs Officer (PAO)
h. Welfare Officer
i. Advisers
j. All Trustee members

DUTIES OF OFFICERS

1. CHAIRMAN/ PRESIDENT:
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 a. Shall be the Chief Executive of the Association.
b. Shall preside over all General/Executive meetings of the Association.
c. Shall appoint members of the various committees.
d. Shall be signatory to all payments into and withdrawals from the
Association’s Bank Accounts.
e. Shall be accountable or responsible to the Association.

2. VICE CHAIRMAN/PRESIDENT:
a. Shall assist the Chairman/President.
b. Shall perform such duties as may be required of him by the
Chairman.
c. Shall direct the affairs of the Association in the absence of the
Chairman.
d. Shall be responsible to the Chairman and the General Meeting.

3. GENERAL SECRETARY:
a. Shall assist and be responsible for all Secretarial duties of the
Association.
b. Shall, in conjunction with the Chairman summon all meetings of the
Association.
c. Shall carry out any other functions that may be assigned to him from
time to time by the Chairman.

4. ASSISTANT GENERAL SECRETARY:

a. Shall assist the Secretary in the performance of his/her duties.
b. In the absence of the Secretary, shall act for him/her.
c. Shall execute any other functions that may be assigned to him/her
from time to time by the Secretary General or the Chairman.

5. FINANCIAL SECRETARY:
a. Shall collect and keep financial records of all money due to the
Association and issue Official receipt for same.
b. Shall pay all money collected to the Treasurer within forty-eight (48)
hours of the receipt of such money.
c. Shall render accounts of all payments into and withdrawals from the
Association’s fund at the Annual General Meeting.

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 d. Shall be signatory to all payments into and withdrawals from the
Association’s Bank Accounts.
e. Shall prepare a Financial Statement of the Association and submit
his books for auditing to the Audit Committee that shall be appointed
and to do any such things as may be directed by the Chairman as the
need arises.

6. TREASURER:
a. Shall receive all money payable to the Association from all sources
and make necessary authorized disbursement in consultation with
the Financial Secretary while keeping proper records of such
transactions.
b. Shall keep an impress account of such amount to be determined by
the Executive Council of the Association.
c. Shall act only on the financial approval of the Chairman.
d. Shall deposit all money accruing to the Association in his custody
within 48 hours of the receipt of such money to the bank.
e. Shall be a co-signatory to the Association’s Bank Accounts.

7. PUBLIC AFFAIR OFFICER (PAO):

a. Shall be the spokesman of the Association, giving information as
regards the Association of all its activities as approved by the
Chairman or the Executive Council.

8. WELFARE OFFICER
a. Sees to the proper welfare of all members in the association.
b. Maintains a proper inventory of all association’s properties and
hands over same at the expiration of his/her tenure.
c. Be the Chairman of the Welfare Committee of the association.
d. Be responsible for promoting safeguarding within their venue and
working with others to ensure a safe and inclusive environment is
achieved.
e. Will evolve, prepare and implement grievance handling procedures
for such specific issues of members.
f. Will ensure uniform and correct application of various welfare of the
association.
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 9. ADVISERS:
a. Shall advise the Executive Council whenever the need arises.

ARTICLE 14: OFFICERS OF THE ASSOCIATION

14.1. The Association shall have the following officers:

a) President
b) Vice President
c) Secretary
d) Assistant Secretary
e) Financial Secretary
f) Treasurer
g) Publicity Secretary
h) Provost
i) Welfare Officer

14.2. FUNCTIONS OF THE OFFICERS

A. PRESIDENT

There shall be a President of the Association whose duties shall be:

i) To summon the meetings of the Association in conjunction with the

Secretary.
ii) To preside over the Executive Committee meetings, general meetings,
annual general meetings and the emergency meetings and countersign
the adopted minutes of such meetings.
iii) To take decisions in line with the wishes of the majority of members.
iv) To call for voting when there is a tie for division of opinion for such
prolonged debates on specific matters.
v) To carry out such other miscellaneous duties expected of him or her as
president, including expenditure in consultation with the principal
officers.
vi) To prepare and present detailed annual report to the Association at the
Annual General Meeting.
vii) To formally at the end of his or her tenure prepare a comprehensive
account of his or her stewardship to the Association.
viii)To appoint a returning officer who will conduct the election of new
officials.
ix) To have the right to constitute a committee with the approval of the
executive committee in terms of emergency or the general meetings.
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x) To appoint the President and secretary of such committee.
xi) To be a signatory to all the Bank accounts of the association.

B. VICE PRESIDENT

There shall be a Vice President whose duties shall be:

i) To assist the President in carrying out his or her functions.
ii) To assume the powers of the President in the absence of the President.
iii) To carry out any other functions as may be directed by the President.

C. SECRETARY

There shall be a Secretary whose duties shall be:

i) To be responsible for the Secretarial duty of the Association.

ii) To take down minutes of the meeting and sign such minutes.
iii)To convene meetings on the advice of the President.
iv) To keep all records of the members of the Association.
v) To handle all correspondences of the association as approved by the
association.
vi) To carry out any other function as may be assigned by the President.

D. ASSISTANT SECRETARY

There shall be an Assistant Secretary whose duties shall be:

i) To assist the Secretary in carrying out his or her functions.

ii) To assume the roles of the Secretary in the absence of the Secretary.
iii) To carry out any other function as may be assigned to him by the
Secretary.

E. FINANCIAL SECRETARY

There shall be a Financial Secretary whose functions shall be:

i) To collect and record all dues, levies and other contributions or any
donations or sundry payments made by the members or any other
persons or body either corporate or incorporate and issue official
receipts promptly or acknowledge receipt promptly.
ii) To ensure that all members pay their dues, levies, etc as prescribed by
this Bye-law or as resolved at General Meetings from time to time.
iii) To prepare quarterly, the list of financial members and defaulters and to
present such lists to the Executive Committee and circulate same at the
General meetings;

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iv) To promptly handover all monies collected by him or her to the
Treasurer for deposit into the association’s bank accounts and keep
periodic records of the account balance.

F. TREASURER

There shall be a Treasurer whose responsibilities shall be:

i) To receive all money due to the Association from the Financial Secretary,
group or association and issue a receipt for same from the official receipt
booklet of the association.
ii) To pay such money into the association’s account within twenty four
(24) hours of receipt of such money except Saturdays and public
holidays.
iii) To keep in safe custody, the bank tellers, cheque books and all other
documents relating to the association’s account(s) and maintain an
accurate and up-to-date statement of all monies received or paid out by
him and the authorization for such payments
iv) To honour disbursement of funds as approved by the President or the
executive
v) To prepare the Treasurers report and circulate to every member before
every annual general meeting;
vi) To surrender all financial bank documents in his or her possession to
auditors when the need arises or when directed to do so by the
executives;
vii) To be a signatory to all the association’s bank account(s)

G. PUBLICITY SECRETARY

There shall be a Publicity Secretary whose duties shall be:

i) To be responsible for the dissemination of information to all members.

ii) To obtain approval of the President or executive committee before
issuing any information or press release.
iii) To be responsible in circulation of circulars to all members.
iv) To send messages to all members twenty-four (24) hours before any
meeting.

H. WELFARE OFFICER

There shall be a Welfare Officer of the association whose responsibility shall

be:

i) To coordinate the welfare of the members when directed to do so;

ii) To oversee all matters pertaining to the general welfare of members;

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 iii) To monitor and report on all matters affecting the welfare of members
and means of enhancing same;
iv) To carry out any other functions related to social matters as maybe
directed to him by the President or the Executive.

I. PROVOST
There shall be a Provost whose responsibilities shall be:

i) To maintain law, peace and order during meetings and gatherings of the
association.
ii) To have the power to bring a member to book when such member is
found to be an impediment to the smooth running of the meeting.
iii) To collect instructions from the President or any of the presiding officer
during the meeting.

14.3. TENURE OF OFFICE

The tenure of office for all the elected officers of the association shall be of
two (2) years of double terms, if the officer is deemed qualified for a
second term.

No member may serve in a given office for more than two (2) consecutive
terms. The term of office of an elected officer shall begin with the election
and installation of such officer and end with the election and installation
of his or her successor.

14.4. RESIGNATION

a) An officer may resign his or her position of appointment.

b) A thirty (30) day notice of resignation shall be in writing and shall be
submitted to the Association.
c) He or she shall surrender all the association properties in his or her
custody to the secretariat.
d) He or she shall submit himself or herself for auditing if need be.
e) Such resignation shall be announced to the executive committee for
acceptance or otherwise.

14.5. REMOVAL FROM OFFICE

a) An officer of the association shall be removed from office if:

i) A case of abuse of office is established against him or her.

ii) If a case of misappropriation of the association or associate fund is
proved against him or her.
iii) If a case of misconduct or incompetence is proved against him or her.
iv) If he or she is convicted of any crime.
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ARTICLE 15: ELECTION AND TENURE OF OFFICE:

1. Elective Officers of the Association shall be elected from within the financial
members.
2. All elective officers of the Association shall hold office for such time to be
determined by the Governing Council of the Association.
3. All Committees, with the exception of Ad-Hoc Committee, shall stand
dissolved at the end of every year.
4. Any Ad-Hoc Committee stands dissolved after the completion of the specific
assignment given to it.

ARTICLE 16: BYE ELECTION:

Bye Elections shall be held at any General Meeting of the Association whenever a
vacancy exists by reasons of death, resignation, expulsion, impeachment,
insanity, or disability of the officer.

ARTICLE 17: SOURCES OF INCOME

17.1. The sources of income for the Association shall include:
1. Donations, monthly dues, fines/penalties, levies, grants, by members of the
Association.
2. Promotion by corporate ASSOCIATIONS.
3. Free will donation by well-wishing individuals.

17.2. RECOGNITION FOR GIVING

Special recognition shall be given to persons contributing/donating the sum of
Ten Thousand Naira (N10,000) and above in the annual giving report. This
recognition shall be done during the association’s Annual General Meeting.

ARTICLE 18: DISBURSEMENT AND APPLICATION OF FUNDS

The ASSOCIATION(CLUB) may from time to time apply its fund to:

1. Achieve the aims and objectives of the ASSOCIATION.

2. The maintenance of any property acquired or vested in the ASSOCIATION.
3. Reimbursement of members of the ASSOCIATION for such authorized
expenses as may be incurred on behalf of the ASSOCIATION in accordance
with the provisions of this Constitution.

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ARTICLE 19: KEEPING OF ACCOUNT
The ASSOCIATION shall have account with any reputable bank(s) in Nigeria.
Such bank(s) must be acceptable to all members of the Board of Trustees and the
Executive Council.

The Association shall ensure the accurate keeping of record of all

income and expenditure.

ARTICLE 20: APPOINTMENT OF AUDITOR(S)

1. Independent qualified and licensed Auditor(s) 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 21: AMENDMENT OF CONSTITUTION

1. This Constitution or any part thereof shall not be amended, altered or
otherwise repealed unless a motion to that effect is moved at an Annual
General Meeting.
2. Such a motion must be moved, debated and supported by 2/3 (two-third)
majority of members present at the General Meeting.
3. Such amendments then will be forwarded to the Registrar-General,
Corporate Affairs Commission within 28 Days for approval.

ARTICLE 22: SPECIAL CLAUSE

(1) THE INVESTMENT OF PROGRESSIVE MINDS shall be applied
solely towards the promotion of the objective of the body and
members as set forth in this RULES AND
REGULATION/CONSTITUTION: and portion thereof shall be paid or
transferred directly or indirectly, by way of dividend, bonus or
otherwise howsoever by way of profit, to the members of the
Association( 20% to service aim and objectives of the association and
80% to financial members).

(2) PROVIDED that nothing herein shall prevent the payment in good
faith, or reasonable and proper remuneration to any officer or servant
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 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 salaried 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,

if 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.

Dated this:.

__________________ _____________________
___ Chairman _____
(BoT) Secretary (BoT)

_________________ __________________

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