The Name of the Association shall be “Maritime Security Providers Association of Nigeria.”
The Address shall be (pending the time of acquiring permanent address):No. 4 Chiloville AvenueRoyal View Estate, Ikota, Lekki Peninsula, Lagos
It shall be incorporated in Nigeria and shall have perpetual succession.
The Association shall be non-partisan, non-religious and non-governmental.
Membership shall be open to all companies active in the maritime security industry.
Categories of Membership
There will be 2 categories of members as follows:
Full Member: A full member shall be a corporate organisation active in the maritime security industry and maybe engaged in any or all of the following sectors:
-Maritime security training providers.
-Providers of equipment, technology and hardware for the purpose of mitigating security risk across the maritime industry.
-Providers of maritime security operatives.
-Maritime security service providers/Private Maritime Security Companies (PMSC).
-Recognised Security Organisation (RSO).
-Maritime security consultants.
Associate Member: The following maybe admitted as associate members of the Association:
-Maritime security professional associations/ organisations
-Institutions involved in maritime security studies/education.
-Maritime security professionals/practitioners.
Corporate entities intending to become members of the Association shall meet the following conditions:
The corporate entity must be duly incorporated and subject to the laws of Nigeria with its principal place of business in Nigeria.
Not less than 51% of its share capital shall be owned and held by citizens of Nigeria, and must be free from any trust or obligation or control in favour of non-citizens of Nigeria.
Pay a registration fee payment of N250,000.00.
Pay annual subscription fee/ dues as required.
The company must be of good character and standing, without a history of bankruptcy, convictions of economic or financial crime or a criminal offence involving fraud, corruption or operational misconduct.
Completes an application form and submits all required documents.
After the fulfillment of the aforementioned membership requirements, the General Secretary shall invite the company for interview to be conducted by the Regulations and Constitution sub-committee. Following this, a recommendation shall be made to the Executive Committee on whether or not the application should be accepted. The Executive Committee’s decision as to the eligibility or otherwise for admission as a member of the association shall be conveyed by the General Secretary to the intending member.
As a prerequisite for full membership, corporate entities shall pay a one-time initial fee of two hundred and fifty thousand naira (N250,000.00).
Associate members shall pay a sum of one hundred and fifty thousand naira (N150,000.00) as a one-time initial membership fee.
The Annual Subscription by a full member of the Association shall be one hundred thousand naira (N100,000.00), and fifty thousand naira (N50,000.00) for associate members, and shall be payable in advance on or before the 1st day of March of every calendar year. However, the annual subscriptions may be varied or changed at the Annual General meeting (AGM) or Extraordinary General Meeting of the Association.
The Annual General Meeting or Extraordinary General Meeting shall have power to vary the subscriptions by an ordinary resolution duly passed at the meeting.
The yearly subscriptions being a contribution towards the sustenance of the objectives of the Association shall be mandatory on all members.
The Executive Committee is mandated to make such steps as it may deem necessary and expedient to enforce the collection of the yearly subscription from all members.
The payment of the Annual Subscription shall be condition precedent to voting at the meetings of the Association.
Any company/organisation admitted as a member after the 30th of June in any year shall pay half of the subscription for the year.
The association may canvass, solicit for and receive material/financial support from individuals, government and their agencies for the promotion of its objectives.
Annual subscription may vary according to the categories of membership (full and associate).
The AGM shall be held in the month of March of every year at such place and time as the Executive Committee shall decide.
All items of Agenda for the AGM shall be disseminated to all members at least one (1) week before the date of the meeting.
The meeting shall be the forum for the assessment of the Association’s activities during the past year, and the mapping out of plans and activities for the current year.
The AGM shall receive and deliberate on the President’s Annual Report Treasurer’s report.
The election of the Association’s office shall be held every two year at an AGM.
All officers elected at the AGM shall serve a concurrent two-year term. Any of such officers may contest and serve for a second term of another two years, but no officer shall remain in a particular office for more than two consecutive terms.
Every member shall be entitled to one vote at meetings, except the President who shall have a casting vote in case of an equality or stalemate votes.
Mid-Year General Meetings
The Executive Committee shall ensure that a general meeting of the Association is held in October every year and at a time and place as decided by the Executive.
Every mid-year General Meeting of the Association shall be presided over by the President or the Vice President or in the absence of both, by a member of the executive committee elected by the majority of the members present and voting.
Every question shall be decided by a show of hands and any proposal whether carried or not shall be entered into the record of the meeting.
Executive Committee Meetings
The Executive Committee shall meet monthly at a convenient place and time.
Extraordinary General Meeting
An extraordinary general meeting of the Association may be convened at any time to deliberate on matters requiring urgent attention by:
The President acting at his discretion.
The President on receiving notice from not less than ¼ (one quarter) of the members calling for such a meeting.
At least 25% of the total registered members of the Association must be present to form a quorum at a General meeting and at least 35% of the total registered members are to form a quorum at the Annual General Meeting.
The President shall preside over all meetings of the Association and carry out such other functions as may be delegated to him/her by the Association as well as the Executive Committee.
The President shall call Extraordinary, Annual Mid-Year General Meeting of the Association as provided for in the Constitution.
He/She shall have a casting vote.
He/She shall together with the Treasurer operate the accounts of the Association in accordance with the Constitution.
He/She shall be a co-signatory to the Association accounts.
The Vice President shall in the absence of a President exercise all the powers vested in the President.
The General Secretary shall administer the Association’s secretariat.
Oversee/supervise all secretarial functions including the handling of all correspondence, take minutes of meetings, preparing circular letters, agenda for meetings and communicating all necessary information to members.
He/She shall keep records and carry out all functions that the President and the Executive Committee may authorize from time to time.
The General Secretary shall consult regularly with the President on the running of the affairs of the Association and on implementing its decisions.
He/she shall be the custodian of the register of Members with their full particulars and the Common Seal of the Association.
Prepare and submit written annual reports of the activities of the Association.
The Financial Secretary of the Association shall collect all subscription, fees, levies etc. from members and issue receipts to such members accordingly.
He/She shall maintain a proper record of accounts of all monies collected and hand over such monies to the Treasurer within forty-eight (48) hours of receipt for banking purposes.
He/She shall present to the Association a financial report at the AGM in the month of January of every year to be followed by an audited report in the month of March of the same year.
He/She shall be co-signatory with the President or Vice President to the Association’s account.
He/She shall work hand in hand with the Treasurer.
The Treasurer shall receive and pay promptly into Association’s account all monies received for and on behalf of the Association.
He/She shall produce a balance sheet duly audited at AGM held in the month of March of every year.
He/She shall pay only bills or payment vouchers covered by written authority and signed by the President and the Financial Secretary.
He/She shall be a co-signatory with the President or Vice President to the Association account.
He/She shall work hand in hand with Financial Secretary to keep proper records of the Association.
The Social/Welfare Secretary shall be responsible for organization entertainment and social engagements for the Association. He/She shall also give due publicly to the Association’s activities as necessary.
Public Relation Officer
The Public Relation Officer of the Association shall be the image maker of the Association and will be responsible for interfacing with the industry, public and the media.
Three Ex-Officio members may be appointed to serve in the Executive. Such members may include the immediate past President, Officers and members of the Association.
The Executive Committee shall have powers to set up and appoint members of the Association to serve on Sub-Committee, as it may consider necessary for the achievement of the objectives of the Association.
The tenure of each Sub-Committee as constituted shall be three (3) years.
The following Sub-Committee are hereby constituted:
To recommend subscription fees and such monies that members of the Association are obliged to pay to keep the Association running.
To draw up annual budgetary provision for the Association.
To monitor the income and expenditure of the Association
To recommend the appointment of Auditors to look into the books of the Association.
To give an estimate of the probate cost of the Association’s programmes/projects.
Regulations and Constitution Committee
To produce and continuously review the constitution of the Association if and when necessary.
To draw up rules and regulations for the Association from time to time.
To establish conditions and standards for membership.
To proffer sanctions and means of enforcing the Association’s rules on defaulters.
Ad-hoc Committee Appointment
The Executive Committee shall have the power to constitute an Ad-hoc Committee as occasion may require with specific terms of reference to the determined by Executive Committee.
Each Ad-hoc Committee shall consist of a Chairman and at least two other members who will be free to regulate their own activities. Each committee shall render a brief report (if necessary) at every meeting of the Association.
Any officer of the Association or member of any Committee who refuses and/or neglects to carry out clear and definite decisions of the Association or fails to perform his duty as expected of him, without any justification shall be voted out and replaced temporarily by the Executive but subject to ratification at the next general meeting of the Association.
No defaulting member shall be so removed from office without being given an opportunity of a fair hearing.
The decision to remove and replace a defaulting officer shall be taken at a general meeting of the Association on a motion supported by a simple majority of the members present and voting.
Any member of the Executive Committee or Sub-Committee who loses his/her appointment in their organization shall automatically lose their position in the said committee. The position shall be replaced through a bi-election.
A corporate organisation/company is deemed a member and eligible to one vote only.
Every member who has fully paid his annual subscription and all other levies up to the end of the year preceding any election of officers, shall be eligible to vote and be voted for at the General meeting summoned to elect such officer.
Any member, who joins the Association in the election year shall equally have a voting right provided he has fully paid his Annual Subscription and all other levies due are payable prior to the election
Any member who defaults in full payments of his financial obligations to the Association cannot vote or be voted for at any election of officers of the Association.
Associate members are not eligible to vote or be voted for during election.
Elections into the Executive Committee of the Association shall be by secret ballot and presided over by an Officer to be known as the “RETURNING OFFICER” who shall be in charge of the conduct of the election.
Two members shall be invited to form the Electoral Panel.
The Electoral Panel shall be charged with the responsibility of:
-Conducting the elections
-Performing other duties relating to the Elections
All complaints and suggestions relating to the election shall be lodged with the Returning Officer, who shall report same to the General Meeting for necessary action.
The Returning Officer shall submit to the General Meeting a full report of the conduct of the election immediately after the election.
There shall be a bye-election when an office becomes vacant at the next General Meeting of the Association.
The election shall be by nominations of candidates by members present followed by voting by the simple show of hands.
The Trustees of Association for the purpose of Part C of the Companies and Allied Matters Decree 1990 shall be made up of five (5) members to be nominated by the Association at its General Meeting.
The Trustees shall be known as the Registered Trustees of the Association.
A Trustee shall be appointed at an Extraordinary General Meeting of the Association by 2/3 (two thirds) of the votes cast by members present and voting.
The Trustees of the Association shall hold office for an initial period of five (5) years as ratified at the General Meeting of the Association.
The Trustees are exempted from holding appointments as members of the Executive Committee.
Any Trustee of the Association shall cease to hold office if he/she:
– Resigns his/her office as Trustee;
-Ceases to be a member of the Association;Is officially declared bankrupt;
-Is convicted of a criminal offence involving dishonesty by a court competent jurisdiction;
-Is removed from office at an Extra Ordinary General Meeting of the Association by 2/3 (two thirds) of the votes cast by members present and voting;
-Ceases to be a member because of death;
-Ceases to reside in Nigeria;
The Association shall have the right to fill any vacancy which occurs in the membership of the Registered Trustees of the Association at a General Meeting.
The Registered Trustees of the Association shall be the official organ of the Association for the purposes of the Companies and Allied Matters Decree, 1990.
Subject to the right of the AGM of the Association to give binding general directives to the Registered Trustees of the Association, the ownership of immovable properties of the Association vest in the Registered Trustees of the Association to be held in trust for the association and administered by the Registered Trustees of the Association, in any manner they may decide in the best interest of the Association.
The Registered Trustees of the Association shall administer the common seal of the Association.
In the event of any dispute within the Association, the Registered Trustees shall act as mediators in resolving the dispute and their decision shall be binding.
All documents to be executed by the Association shall be signed by at least three trustees and the Secretary of the Association.
The Financial year of the Association shall end on the 31st day of December in every year to which day the Accounts shall be balanced and drawn.
As soon as practicable, after the end of the financial year, there shall be prepared statement of the assets and liabilities of the Association at the end of the Financial Year and a statement of income and expenditure during that year which statements shall be submitted the Auditor not less than 28 days before the Annual General Meeting.
Copies of the audited statement of accounts shall be sent to every member with the notice convening the Annual General Meeting.
The Auditor shall be a professional accountant and shall not be a member of the Association. He or She shall be appointed at each AGM and shall hold office until the end of the year following the AGM.
All monies received by the Association shall be paid into an account in the name of the Association at banks appointed by the Executive Committee and cheques and other instruments drawn on and directions to the banks shall be signed by the President and Treasurer and or Financial Secretary (Not less than two (2) officers) or any other member of the Executive Committee so appointed by the Committee
The members of the Executive Committee shall not be liable (otherwise than as members) for any loss suffered by the Association as a result of the discharge of their respective duties on the Association’s behalf, except such loss arises from their respective willful default, and shall be entitled to payment from expenses and other liabilities incurred by them in the discharge of their respective duties.
The Constitution shall at all times retain its integrity and shall only amended if:
A notice of a motion for the amendment of the Constitution shall have been made as an agenda item and fully debated at a General meeting of the Association preceding the AGM of the Association.
The motion shall be taken by the votes of at least 3/4 (three quarters) of the members of the Association.
Without prejudice to the right of the Association, to see and obtain legal advice from members of the Association or from any other source, the Association may retain a legal adviser.
The Legal Adviser shall be responsible for providing legal counsel to guide all the activities of the Association. His/her functions shall include the institution, prosecution of any claim by or against the Association and shall give legal advice to the Association as occasion may arise and also ensure that the Association is run in accordance with the Constitution.
The Association shall not be dissolved except by the unanimous votes of all the members at the AGM, which is attended by at least 3/4 (three quarters) of the entire members of the Association.
In the event of a dissolution in the manner stated above, all the assets of the Association shall be transferred to a charitable organization or organization agreed upon by the majority of members present at the AGM, which decided to dissolve the Association.
THE INCOME AND PROPERTY of Maritime Security Providers Association of Nigeria whensoever derived shall be applied solely towards the promotion of the objectives of the ASSOCIATION as set forth in the 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 Association of Maritime Security Services Providers of Nigeria.
PROVIDED that nothing herein shall prevent the payment, in good faith, or reasonable and proper remuneration to any officer or servant of the Association of Maritime Security Services Providers of Nigeria in return for any service actually rendered to the Association of Maritime Security Services Providers of Nigeria so that no member of the executive committee or governing body shall be appointed to any salaried office of the or any office of the ASSOCIATION paid by fees, and that no remuneration or other benefit in money or other considerations shall be given by the ASSOCIATION to any member of such committee 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 this provision last aforesaid shall not apply to any payment to any Company wherein a member of the Association of Maritime Security Services Providers of Nigeria holds less than one percent of capital, and in the event of such payment such a member shall not be bound to account for any share of profits he may receive in respect of any such payment.
NO ADDITION, alternation, or amendment shall be made or in the CONSTITUTION for the time being and in force, unless the same has been previously submitted to and approved by the Registrar-General of the Corporate Affairs Commission.
If, in the event of a winding up or dissolution of the Association of Maritime Security Services Providers of Nigeria 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 Maritime Security Providers Association of Nigeria but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the ASSOCIAITON and the body or bodies are prohibited from distributing its or their income and property amongst its or their members to an extent at least as is imposed on the TRUSTEES under by virtue of the SPECIALCLAUSE hereof such institution(s) shall be determined by the member of the Maritime Security Providers Association of Nigeria.
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