NAIP CONSTITUTION

The Constitution

Article 1.

Name:

The body shall be known as the ASSOCIATION OF INDUSTRIAL PHARMACISTS OF NIGERIA, hereafter referred to as “THE ASSOCIATION.”

Article 2.

Registered Office

The Registered Office of The Association shall be situated in Lagos, Nigeria.

Article 3
.
Aims and Objectives

The aims and objectives of the Association shall include:
—–3.1 Generally, promoting and protecting the interests of all member pharmacists and Associate Members in the Pharmaceutical Community.
—–3.2 Maintain a close link with Government and the general public, thereby enhancing and improving the reputation of the industry and its      contribution to the health and economic welfare of the nation.
—–3.3 Maintaining a close link and when necessary function directly in executing the aims and objectives of the Pharmaceutical Society of Nigeria with regards to matters affecting the Pharmaceutical Industry.
—–3.4 Maintaining a close link with the medical and allied professionals or other professional scientific organizations and to educate them adequately on the role of the Pharmaceutical Industry in the health care delivery of the nation.
—–3.5 Disseminating information about the Pharmaceutical Industry in the form of lectures, seminars, symposia etc.
—–3.6 Giving guidelines where possible, getting involved in and setting as well maintaining good standards in all areas of the practice of Pharmacy.
—–3.7 Pharmaceutical Education, through the following:
—–3.7.1 Assisting in planning and retraining through lectures, seminars and internship programmes within the Industry.
—–3.7.2 Ensuring a general exposure of the Pharmacy student to the Industry by co-operating with the relevant authorities, which organize visits to Industrial premises.
—–3.8 Making available to members of the Pharmaceutical and Medical professions all information with respect to matters having relation to the aims and objectives of the Association.
—–3.9 Establishing branches and Branch Offices, where feasible and providing for the appointment or election of local committees to deal with local matters.
—–3.10 Establishing sub-committees or Task Forces to deal with specific problems involved in the realization of the Aims and Objectives of The Association and providing for the appointment or election of members for such sub-committees or Task Forces.
—–3.11 Becoming a member of, or to act in conjunction or affiliating with and appointing representation to any Association either in the Federal Republic of Nigeria or Internationally.
—–3.12 Promoting, modifying or opposing legislative and other measures affecting or likely to affect members in particular and the Phamaceutical Industry in general. Communicating with public authorities and other related bodies on all matters affecting the interests of members and the Pharmaceutical Industry.
—–3.13 Signing and executing all deeds, documents and other instruments of every nature and kind whatsoever for carrying out the purpose of The Association and doing all things required or deemed necessary to comply with legal requirements.
—–3.14 Accepting, undertaking any trust or gift which may further or benefit the aims and objectives of The Association.
—–3.15 Raising funds by means of subscriptions from members and levies on members and Associate Members or otherwise for all the purposes and objects of The Association in such amounts and in such a manner as provided for in the Constitution.

Article 4.
Membership

The Association shall be composed of all registered Pharmacists who are engaged in the Pharmaceutical Industry, consultants to the Pharmaceutical Industry or those whose works are connected with the practice of Industrial Pharmacy shall be considered as members. However, the Pharmaceutical Firms in which they operate must have paid the prescribed fees, which include the subscription and registration fees. And having been duly registered as members shall conform to this constitution or to such other rules as The Association may from time to time adopt.

Article 5.
Associate Membership

The general House shall have discretionary powers to register as Associate Member of The Association, internees and persons whose activities are carried on within the Pharmaceutical Industry or Registered Pharmacists whose activities are carried on in a manner similar to that in the Pharmaceutical Industry.

Article 6.
Affiliate Membership

Affiliate Membership shall be opened to all final year students undergoing a course of study in pharmacy in approved institutions in or outside Nigeria.

Article 7.
Eminent Persons

i) Eligibility: Eminent Persons Awards may be given and conferred on any member with at least fifteen years post qualification experience. The person must have served The Association for at least ten years. An award shall be proposed by any full member in respect of another member and shall be approved by the general house on the recommendation of the Executive Committee.
ii) Obligations: Eminent Persons shall:
a. Continue to uphold the ethics of the profession
b. Uphold all aims and objectives of The Association at all times.
c. Endeavor to attend Annual Conferences and other functions of The Association.
d. Ensure payment of Annual Dues and other fees as determined by The Association.

Article 8.
Cessation of Membership

Any person so declared by the Constitution of the Pharmaceutical Society of Nigeria shall be deemed no longer a member of The Association.
Article 9.
Officers of the Association
—–9.1 The officers of The Association shall be as follows: The Chairman; Vice-Chairman; Secretary; Assistant Secretary; Treasurer; Financial Secretary and Publicity Secretary. In addition, there shall be two (2) Ex-Officio members and an Internal Auditor who shall not be a member of the Executive Committee.
—–9.2 The Executive shall fill any vacancy occurring among the officers during the period before the next general election by selecting a suitable person in an acting capacity. At the next general election, officers so selected shall vacate their offices and seek elections at the general elections if they wish.

Article 10. The Executive Committee
10.1 There shall be an Executive Committee of The Association, which shall operate as the governing body between Biennial general elections and shall conduct the affairs of The Association in accordance with the Constitution.
10.2 The Executive Committee shall consist of the following members: The Chairman; Vice-Chairman; Secretary; Assistant Secretary; Treasurer; Financial Secretary; and Publicity Secretary. In addition, there shall be such other officers as decided at the Biennial general elections. There shall also be two (2) Ex-Officio members as may be decided at the Biennial general elections. One (1) of the Ex-Officio members shall be the immediate past president of The Association.
10.3 There shall also be an Internal Auditor who shall be appointed by the Executive Committee as deemed necessary but who shall not be a member of the Executive Committee.

Article 11
Powers and Duties of Officers
11.1
Chairman

The Chairman shall, through the Secretary, summon meetings of the Executive Committee and The Association’s Bi-Monthly meetings. He shall preside over all such meetings.
11.2
Vice-Chairman

He shall assist the Chairman in all assigned duties and act for him in his absence.
11.3
The Secretary

The Secretary shall conduct the correspondence of The Association as directed by the Executive Committee. He shall, with the approval of the Chairman, summon all meetings, stating agenda. He shall keep minutes of such meetings. He shall co-ordinate the efforts of all the officers of The Association and keeps records of all appointments.
11.4
Assistant Secretary

He assists the Secretary in all His duties and act for him in his absence.
11.5
Treasurer

He shall write and sign cheques of The Association, which shall be counter-signed by the Chairman or by the Secretary. He shall supervise the collection of all monies of The Association and deposit same with The Association’s Banker within seven (7) days except as otherwise directed by the Executive Committee. He shall present an annual Audited Financial Statement to the Executive and at the Annual General Meeting.
11.6
Financial Secretary

He shall collect all monies of The Association and deposit the same with the Treasurer within seven (7) days of receipt. He shall prepare all the vouchers of The Association. He shall present an audited Annual Financial Report to the Executive Committee and at the Annual General Meeting. He shall keep a proper and accurate account of The Association’s funds.
11.7
Publicity Secretary

He shall publicize the activities of The Association as and when necessary. He shall present an Annual Report to the Executive Committee and at the Annual General Meeting. He shall be the image-maker of The Association.
11.8
Internal Auditor

He shall be responsible for auditing the books of the Financial Secretary and Treasurer. He shall present an annual report to the Executive Committee and at the Annual General Meeting.

Article 12.
Duties of the Executive Committee

12.1 The Executive Committee shall meet at least once in two (2) months, and such meetings shall precede the bimonthly meetings.
12.2 The Executive Committee shall from time to time review the programme of activities with the aim of ensuring that the objects of The Association are realized in concrete terms. At its meetings it shall consider bimonthly reports of activities from each officer.
12.3 The Executive Committee shall have powers to negotiate for financial and material assistance to promote the activities of The Association so far as such assistance directly or indirectly shall not compromise the policy, independence and aspirations of The Association, nor create financial indebtedness for The Association.
12.4 Quorum at Executive Committee Meeting shall be four (4) member officers.
12.5 Decisions shall be deemed to have been arrived at by a simple majority vote of members present at a meeting. Such decisions shall be communicated to all members.
Article 13.
General Meetings

13.1 At least seven (7) days notice shall be given to all meetings by a circular addressed to members. The notice shall state the venue and the objectives of the meetings.
13.2 There shall be general meetings of The Association on the third Thursday of every month, which shall receive reports from the Executive Committee and ratify same.
13.3 Each meeting of The Association shall be presided over by the Chairman or in his absence, the Vice-Chairman, or in their absence, the meeting shall elect a Chairman.

Article 14.
Voting
14.1 At any general meeting, a resolution put to the vote of the meeting shall be decided by a show of hands. There shall be a declaration by the Chairman, that the resolution has been carried, or carried unanimously, or carried by a particular majority or lost. An entry to that effect must be made in the minutes of the meeting and shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
14.2 In the case of an equality of votes, the Chairman shall be entitled to a second or casting vote.
14.3 No resolution of the normal bimonthly meeting or of any other meeting shall be rescinded except by at least a two-thirds (2/3) majority voting of another bimonthly meeting.

Article 15.
Election
15.1 Elections shall be conducted at the Annual National Conference.
15.2 Every candidate for election at the Annual National Conference shall be Nominated by a member and seconded by another member of The Association. The declaration of the nomination shall include:
i) The Candidate’s name
ii) The names of the member nominating and seconding him/her.
iii) The office for which the candidate is being nominated.
iv) The fact that the candidate’s consent for the nomination has been obtained.
15.3. Every elected member shall be for a term of two (2) years. The member can be re-elected for the same position only once, for another maximum term of two (2) years.
15.4 No member shall be nominated or voted for in absentia.
15.5 No member shall be eligible to stand for election for more than one (1) office (including Executive Membership) at any general election.
15.6 Election of Executive Members of The Association at the general election shall be secret ballot.
15.7 Election of members of the sub-committee and/or ad-hoc committee of The Association shall be by a show of hands.
15.8 The returning officer must commence and conclude all elections into the Executive Committee. He can not stand for election.

Article 16.
Standing Committees
16.1 The Executive Committee may appoint standing committees to deal with special matters and may appoint such other committees as it may deem necessary from time to time. The Executive Committee may at its discretion appoint any individual member as Chairman, but if the Executive Committee does not make such an appointment, the committee may, at its own discretion, appoint its own Chairman. Provided always that no person shall be Chairman of more than two (2) standing committees.
16.2 The quorum of a standing committee may be decided by the Executive Committee when the standing committee is appointed but, if not so decided, the standing committee may fix the required number for a quorum, provided that it is not less than two (2) members.

Article 17.
Resignation and Removal from Office
a. Resignation: – A member of the Executive Committee, sub-committee or ad-hoc committee must give at least two (2) calendar months’ notice to The Association before effecting a resignation.
b. Removal From Office: – In the event of an asserted and/or the proven incompetence of an elected member, the General House reserves the power to pass a vote of no confidence on such a member which must be supported by a two-thirds (2/3) majority of the members present.

Article 18.
Financial Year

The Financial Year of The Association shall commence on the 1st day of January and end on the 31st day of December and the Annual Accounts duly audited shall be submitted by the Treasurer at the 1st General Meeting after the close of the Financial Year.

Article 19.
Bankers
19.1 The Banker of The Association shall be as decided by the House.
19.2 The signatories of all cheques drawn on the account of The Association must be any two (2) of the following: Chairman, Treasurer, and Secretary
19.3 The General House reserves the right and powers to appoint additional Signatories and/or to change the existing ones if it should deem this necessary.

Article 20.
Imprest

The Executive Committee shall approve an imprest account in cash for the Secretariat and the Treasurer.

Article 21.
Amendment

21.1 The Constituton may be amended, altered or replaced in whole or part by a resolution passed by a majority of the two-thirds (2/3) votes of members at the general meeting called for that purpose. This amendment shall be subjected to final approval of the Registrar-General, Corporate Affairs Commission.

Article 22.
By-Laws
22.1 The Executive Committee shall make by-laws for the smooth conduct of meetings. Such by-laws shall be approved by two-thirds (2/3) of the members at the general meeting. Any by-law contravening any portion of this Constitution shall be deemed null and void.
AMMENDMENTS
That henceforth article 10.2 be amended as follows: The following positions should be instituted;

1st and 2nd vice Chairmen
Zonal Chairmen
4 unofficial members (IT officer, Programs Officer, Editor-in-Chief)
The Publicity Secretary and the ex-officio member (past National Chairman) would still be retained.

ARTICLE 23
BOARD OF TRUSTEES

23.1 The Trustees of Association of Industrial Pharmacists of Nigeria for the purpose of the Companies and Allied Matters Act No.1, of 1990, part ‘C” shall be appointed at the General Meeting, by 2/3 majority votes of members present.
23.2 Such Trustees (hereinafter referred to as “The Trustees”) shall be Nine (9) in number and shall be known as “THE REGISTERED TRUSTESS of Association of Industrial Pharmacists of Nigeria.
23.3 the Trustees shall hold office for a period of 5 years, but a Trustee shall cease to hold office if he/she:
i. Resign his/her office
ii. Ceases to be a member of the “THE REGISTERED TRUSTEES OF ASSOCIATION OF INDUSTRIAL PHARMACISTS OF NIGERIA”
iii. Becomes insane
iv. Is officially declared bankrupt
v. Is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction
vi. Is recommended for removal from office by a Board of Trustees majority vote of member present at any General Meeting of ASSOCIATION OF INDUSTRIAL PHARMACISTS OF NIGERIA”
vii. Ceases to reside in Nigeria.
23.4 Upon a vacancy occurring in the number of Trustees, the General Assembly will appoint another eligible member to fill the vacancy.
23.5 Meeting of Trustees:
a. The Trustees shall hold ordinary meeting at least twice a year including an Annual General Meeting which shall be the first meeting of the year. A special meeting may at any time be summoned by the chairman of the Board of Trustee or any three Trustees upon not less 14 calendar days notice in writing being given to the other Trustees of the matters to be discussed.
b. There shall be a forum when four (4) Trustees are present at the meeting. The Chairman, if present, shall preside at the meeting. If he is absent, the Trustees present shall appoint a chairman for that meeting from among their member.
c. Every matter shall be determined by simple majority of Trustees present and voting on the question. In case of equality of votes, the Chairman of the meeting shall have a second or casting vote.
d. The Trustees shall provide and keep a minute Book in which shall be entered the proceedings of the Trustees’ meeting and which shall be sign by the Chairman and secretary of the particular meeting at the conclusion of each meeting or at some future meeting after Minutes shall been duly read and adopted.
e. Within the limits prescribed by this Constitution, the Trustees shall have powers to make rules for the management of the Trust and for the conduct of their business including the summoning and chairmanship of meetings, the deposit of money at a proper bank, the custody of documents and shall have power to amend the rules so made.

23.6.
COMMON SEAL

The Trustees shall have a Common Seal shall be kept in the custody of the SECRETARY who shall produce it when required for use by the Trustees. All documents to be executed by the Trustees shall be signed by the Chairman and Secretary and sealed with the Common Seal.

23.7
AUDITORS

An Auditor(s) shall be appointed by the members at the General Meeting to audit the accounts of the Organization annually.
23.8 The Trustees shall apply to the Registrar-General, Corporate Affairs Commission for Certificate of Incorporation under the Companies and Allied Matters Act, No1, of 1990, Part ‘C’.
23.9. If such certificate is granted, the Trustees shall have power to accept and hold in trust all land belonging to Association of Industrial Pharmacists of Nigeria and to acquire land on behalf of the organization subject to such condition as the Commission may impose.
SPECIAL CLAUSE

1.)  THE INCOME AND PROPERTY OF ASSOCIATION OF INDUSTRIAL PHARMACISTS OF NIGERIA whomever derived shall be applied solely towards the promotion of the objects of the organization 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 organization.

2.)  PROVIDED that nothing herein shall prevent the payment, in good faith, or reasonable and proper remuneration to any officer or servant of the Organization ,but so that no member of the council of Management or Governing body shall be appointed to any salaried office of the Organization paid by fees; and that no remuneration or other benefits in money or monies shall be given by the Organization 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 Organization .Provided that the provision last aforementioned shall not apply to any payment of any company to a member of the maybe 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.

3.)  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.
4 In the event of a winding up or dissolution of the Organization ,there remain after the satisfaction of all its and liabilities, any property whatsoever, the same shall not be paid to and distributed among the members of the Organization, but shall be given to or transferred to some other institution(s) having objects similar to the objects of the Organization and the body are prohibited from distributing its or their