Article I: Name
The association shall be called Ibadan Medical Specialists Group UK (hereafter referred to in this document as IMSG or IMSG-UK) (or such other name as the trustees may from time to time decide with the approval of the Charity Commissioners). The name IMSG-UK shall be used exclusively by this association and no other organisation or groups of individuals shall use it, wholly of in part thereof without the prior permission of the IMSG-UK.
Article II: Aims and Objectives
The aims and objectives of the IMSG-UK: –
To advance undergraduate and postgraduate medical and dental education by offering resources and support to the College of Medicine, University of Ibadan, Nigeria.
Article III: Powers
In addition to any other powers, which it has, the IMSG may exercise the following powers in furtherance of its objectives:
1. The power to raise funds and to invite and receive contributions, provided that in raising funds, the IMSG shall not undertake any substantial permanent trading activities.
2. The power to invest the funds of the IMSG in any of the investments for the time being authorised for the investment of charity funds.
3. The power to support medical research in Ibadan, the results of which may be disseminated to the public in general.
Article IV: Structure of the IMSG
A. The Executive Board
1. The Executive Board shall comprise of the following:
Education and Research Secretary
The immediate Past President ( Ex-officio member)
2. The Executive Board shall have at least three (3) meetings a year
3. The President shall:
a) preside over all meetings of the IMSG at which he/she is present
b) have the power to delegate duties to other members of the IMSG
c) liaise with and co-ordinate the activities of members of the IMSG
d) cast the deciding vote when the numbers of members voting for or against a resolution are equal
e) nominate a chair for any meeting in the event that the President and Vice-President will not be present at the meeting.
f) be a signatory to the IMSG’s UK bank account
4. The Vice President shall:
a) stand in for the president when the latter is not present
b) fulfil all other duties delegated by the President.
5. The Secretary-General shall:
a) be the administrative head of the IMSG
b) summon meetings of the IMSG
c) handle all correspondence applicable to the IMSG as a whole, rather than to individual organs of the IMSG
d) keep minutes of all meetings of the IMSG
e) keep an up-to-date register of all members of the IMSG.
f) be a signatory to the IMSG’S UK bank account
6. The Financial Secretary shall:
a) be responsible for all financial affairs of the IMSG
b) keep records of all receipts and payments
c) be a signatory to IMSG’s bank accounts
7. The Deputy Secretary-General shall be responsible for the organisation of the annual general meeting.
8. The Education and Research Secretary shall co-ordinate education and research activities of the IMSG.
9. The Ex-Officio member shall perform duties as delegated by the President.
(B) Other Committees and special duties
1. Officers for Special Duties and Special Committees may be constituted or elected by the Executive Board to fulfil specific tasks.
Article V: Meetings
1. The IMSG Executive Board shall:
a) meet at least three (3) times a year
b) decide the time and venue of its meetings. The venues of meetings shall be rotated to reflect the membership of the IMSG
c) meet in extraordinary session if this is convened by the President or the Secretary- General.
d) the Executive Board shall comply with their obligations under the Charities (Protection and Social Investment) Act 2016, or any statutory re-enactment or modification of that act, with regard to the preparation of an annual report and its transmission to the Charities Commission.
2. Annual General Meeting
a) Without prejudice to other meetings of the Executive Board, there shall be an Annual General Meeting (AGM) of the IMSG, which shall be held in the month of September or as soon as practicable thereafter.
b) The following activities shall take place during an AGM:
ii) election to vacant posts on the Executive Board
ii) any other business.
3. All meetings
a) No business shall be transacted at any meeting unless a quorum of members has been reached.
b) for the Executive Board, the quorum shall be four (4) members, at least two (2) of whom should be signatories to the IMSG’s bank accounts; for the Annual General Meetings, the quorum shall be at least ten (10) members, of which at least three (3) must be members of the Executive Board .
4. Notice of meetings shall be circulated at least three (3) weeks in advance.
a) voting at general and executive board meetings shall be by a show of hands raised; voting in elections at the AGM shall be by secret written ballot only, unless otherwise stated by the meeting, being properly constituted.
b) Motions and decisions shall be carried by a simple majority.
Article VI: Membership
11. Membership shall be by invitation only.
2. Membership shall be limited to doctors who gained their primary medical qualification from the College of Medicine, University of Ibadan, Nigeria.
3. Membership shall usually be limited to doctors and dentists who possess recognised postgraduate qualifications; However, doctors in training to acquire such a qualification OR who are in other forms of specialist medical and dental employment will be considered for membership.
4. Doctors who have been convicted by due process of law in the criminal courts for what the executive board of IMSG deems a serious criminal offence shall be barred from membership.
5. Doctors whose names have been removed from the Medical Register anywhere in the world may not be admitted to the IMSG.
6. New entrants shall confirm their membership by paying the applicable dues within 6 (six) weeks of their acceptance.
7. New members shall accept in total the aims and objectives of the IMSG.
8. Membership shall be subject to fulfilling the financial obligations to the IMSG and attendance of a General meeting.
9. All members of the IMSG shall be bound by this constitution.
Article VII: Rights and Privileges of Membership
1. The right to attend meetings and functions of the IMSG
2. The right to stand for office
3. The right to vote at all properly constituted meetings
4. The right to receive all relevant correspondence of the IMSG
5. The right to propose changes to the constitution of the IMSG
Article VIII: Termination of Membership
Membership may be suspended or terminated in any of the following ways:
1. by resignation, in writing, to the Secretary-General
2. suspension following failure to pay membership dues within three (3) calendar months of the due date, nominally the 30th day of March in each year
3. expulsion, if following 2. above, the dues remain unpaid by the due date in the following year
4. expulsion, for acts deemed to be unacceptable to the IMSG, including 2. and 3. above, following a discussion of the matter at no less than two (2) general meetings of the IMSG. The member concerned shall be given an opportunity to attend at least one (1) of these meetings.
Article IX: Election, Resignation and Removal of Officers
1. The election of officers shall take place at the Annual General Meeting when the term of the Executive Board expires.
2. Eligibility to vote or be nominated for election shall be by virtue of having met memberships obligations in terms of paying membership dues and / attending meetings.
3. Nominations for office shall be sent in writing, including electronic media, at least six weeks before the AGM at which elections are due to take place. Nominations will close four weeks to the date of the AGM at which elections are due to take place.
4. Members who are eligible to vote but unable to attend the AGM at which elections are being held may send their vote to the Secretary-General before the AGM. Such votes will remain secret and will be submitted by the Secretary-General to the Returning Officer conducting the elections. Members unable to attend the AGM may also send a vote by written secret ballot through another member able to attend by sealed ballot, which shall be submitted to the Returning Officer.
5. All members of the Executive Board shall retire from office together at the end of the annual general meeting when their term of office expires. The out-going President shall nominate a Returning Officer for the election.
6. With the Returning Officer in charge of proceedings, contestants shall be nominated by one member and seconded by another member for each vacant office.
7. The Returning Officer shall conduct the election.
8. Each member may vote for only one contestant for each elective office.
9. A nominee with the most votes (first past the post) will be declared as being duly elected to the post for which they were nominated.
10. Each elected officer shall serve a term of four years but may be re-elected or re-appointed at the end of the term of office.
8. Officers who wish to resign their appointment may do so in writing to the Secretary-General.
9. An officer may be removed from the Executive Board by a vote of no confidence by the Executive Board if the officer: i) is disqualified from acting as a member of the Executive Board by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision); or ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs. The officer shall have the right to an appeal. This appeal is addressed to the Appeal Board.
10. An Appeal Board may be appointed by the Executive Board to deal with appeals from members on whom a vote of no confidence has been passed. The Appeal Board shall consist of no fewer than three (3) members. Not more than one member of the Appeal Board may also be a member of the Executive Board and at least one member may not have attended the meeting at which the appealing member’s removal was discussed.
Article X: Finance and Accounts
1. The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
a. the keeping of accounting records for the Charity
b. the preparation of annual statements of account for the Charity
c. the transmission of the statements of account of the Charity to the Commission
2. All cheques drawn on the IMSG’s account shall be signed by any two (2) of the President, Secretary-General and Financial Secretary
3. Any two (2) of the three (3) signatories to the IMSG’s bank accounts may authorise any member to spend money on behalf of the IMSG and may authorise that such moneys spent be reimbursed to the member from the IMSG’s account.
Article XI: Members and trustees not to have a personal interest
Except with the prior written approval of the Charity Commissioners, no member or trustee may:
1. receive any benefit in money or kind from the charity; or
2. have a financial interest in the supply of goods or services to the charity; or
3. acquire or hold any interest in property of the IMSG except in order to hold it as trustee of the IMSG
Article XII: Amendments
1. Any member of the IMSG may propose amendments to this constitution
2. Such amendments must be notified to the Secretary-General in writing, not later than six (6) weeks before the next scheduled general meeting.
3. The Secretary-General shall circulate the proposed amendment to members at least four (4) weeks before the next scheduled general meeting.
4. The proposed amendment shall be discussed at a general meeting, and if approved by at least two thirds (2/3) of those present the constitution shall be accordingly amended.
5. Schedules may be added to this constitution as and when necessary, after discussion and approval by members at a general meeting.
6. No amendment may be made to articles I, II, XI, XII, XIII without the prior consent in writing of the Commissioners.
7. No amendment may be made which would have the effect of making the IMSG cease to be a charity at law.
8. The Executive Board should promptly send to the Commission a copy of any amendment made under this clause.
Article XIII: Dissolution.
If the Executive Board decides that it is necessary or advisable to dissolve the IMSG, it shall call a meeting of all members of the IMSG, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two‑thirds majority of those voting, the Executive Board shall have power to realise any assets held by or on behalf of the IMSG. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the IMSG as the members of the IMSG may determine or failing that, shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the IMSG must be sent to the Commission.
I certify that this is a current and complete copy of the IMSG constitution, as ratified at the General meeting of 30 November 2019
Dr Banji Adeyoju President
Dr Biodun Abioye Secretary-General
30 November 2019