Technology Law Society of Nigeria (TLSN)
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THE CONSTITUTION OF
TECHNOLOGY LAW SOCIETY OF NIGERIA (TLSN)

INDEX
Preamble

Article I – Aims and Objective
Article 2 – Membership
Section 1- Application for Membership
Section 2 Membership Categories
Section 3 Foundation Members
Section 4 Honorary Fellows
Section 5 Fellows
Section 6 Honorary Members
Section 7 Members
Section 8 Associate
Section 9 Student
Section 10 Application for Membership
Section 11 Membership Application Processing
Section 12 Membership Oath
Section 13 Membership designation
Section 14 Members Address notification
Section 15 Resignation Upon Election or Transfer
Section 16 Membership Register
Section 17 Resignation
Section 18 Suspension or Forfeiture of Membership
Section 19 Fees and Subscription
Article 3 Right of Membership
Section 1 Rights and Privileges of Members
Section 2 Bounding of Members
Section 3 Voting Right
Section 4 Voice Right
Section 5 Attendance Right
Section 6 Right to Hold Office
Section 7 Right to be a Member of the board of trustees or Right to Hold Office in full capacity
Section 8 Right to certificate of the society
Article 4: Governing Council & Administration of the Society
Section 1: Highest Operational
Section 2: Election of member of the Governing Council
Section 3: Removal of Council Members
Section 4: Governing Council
Section 5: Election of office
Section 6: Governing Council
Section 7: Tenure of Office
Section 8: Time of Council Meetings
Article 5 Duties of Office
Section 1 National
Section 2 Deputy National
Section 3 National Secretary
Section 4 National Treasurer
Section 5 Ex-Officio Member
Article 6 Executive Director
Section 1 Executive Director
Section 2 Functions of Executive Director
Section 3 Removal of Executive Director
Article 7 Discipline
Section 1: Officer of Committee Members
Article 8 Meetings
Section 1 Regular Meeting
Section 2 Special Meeting
Section 3 Meetings Notice
Section 4 Quotation
Section 5 Board Council & Executive Committee Minutes
Article 9 Board of Trustees
Section 1 Election of Members of Board of Trustees
Section 2 Qualification for Election into the Board of Trustees
Section 3 Numbers of Board of Trustees
Section 4 Tenure and Removal of Trustees
Section 5 Quorum for Removal of Trustees
Section 6 Filling of vacancy in the Board of Trustees
Section 7 Election of Chair of Board of Trustee
Section 8 Holding of Any Other Office by a Trustee
Article 10: Society Finance
Section 1 Sources of Revenue
Section 2 Non Profit Sharing
Section 3 The Society Fund
Section 4 Signatories to the Account
Section 5 Audit of Account
Article 11: Duration
Article 12 Common Seal
Article 13 Property & Equipment
Article 14 Supremacy of the Constitution
Article15 Amendment
Article 16 Auditors
Article 17 Special Clause

THE CONSTITUTION OF TECHNOLOGY LAW SOCIETY OF NIGERIA

PREAMBLE
The Name of the Association shall be known and called “TECHNOLOGY LAW SOCIETY OF NIGERIA” having its Head Quarters in Nigeria.

INTERPRETATION
In this Constitution, unless there is something in the subject or context inconsistent therewith,
the following words and expressions shall have the several meanings hereby assigned to
them that is to say:
(a) ‘Registrar General’ means the Registrar General of Corporate Affairs Commission
(b) ‘Society’ means the TECHNOLOGY LAW SOCIETY OF NIGERIA
(c) ‘The Board’ means the Board of Trustees of the Society referred to in this Constitution.
(d) ‘The Trustees’ means the Registered Trustees of the Society referred to in this Constitution.
(e) ‘The Council’ means the governing council of the Society referred to in this Constitution.
(f) ‘Annual General Meeting’ means the General Meeting of the Society held each year in accordance with the provisions of this Constitution.
(g) ‘Rule’ means any advice direction or instruction which shall seem requisite and convenient for the regulation of the Society, its members and property and for the furtherance of its objects and purposes issued by the Council under any provision of this Constitution for the guidance of members and others and includes any by-law or regulation.
(h) ‘The Register’ means the Register of members kept pursuant to this Constitution.
(i) ‘Executive Director’ includes the Executive Director of the Society or any person appointed to perform the duties of executive director. The executive director shall be appointed by the society on an honorary basis but may be paid such honorarium as may be determined from time to time by the council.
ARTICLE: 1- AIMS AND OBJECTIVES

i) To sensitize and enlighten members of the business community, the various professions and the society at large on the gains of applying Technology law in dayto- day activities.
ii) To promote the study, practice and development of Technology Law in Institutions and Organizations
iii) To publish books, hold seminars and commissions studies all in advancement of the growth of Technology Law.
iv) To endow chairs in the Universities and Institution for the promotion of the study and growth of Technology Law.
v) To entrench the highest ethics in the Practice of Technology law by members of the Society and in the Society at large.
vi) To project and protect the good image of the society within and outside Nigeria.
ARTICLE: 2 MEMBERSHIP

SECTION- 1: Application for Membership
Application for membership shall be made in writing under such regulations as may from time to time be prescribed by the members of the council.
SECTION- 2: Membership Categories
Subjects to the provisions of the constitution, persons admitted to membership of the Society shall be enrolled as members in the category of:
(a) Foundation Members
(b) Honorary Fellows
(c) Fellows
(d) Honorary Members
(e) Members
(f) Associates
(g) Students
SECTION- 3: Foundation Members
(a) Foundation Members are those persons who are the founders and promoters of the society.
(b) A Foundation Member shall ipso facto be a fellow of the Society and shall thus be issued with Foundation Membership Certificate and a Fellowship Certificate.
SECTION- 4: Honorary Fellows

(a) An Honorary Fellow shall be either:
(i) a person who by reason of his or her position and experience in the practice of Technology and/or E-commerce Law; or
(ii) a person who appears to the Council and the board as able to render assistance in promoting the objects of the society; and
(iii) who has been nominated as an Honorary Fellow by not less than 2 Fellows or 2 full members not being Honorary Fellows, and who shall be elected an Honorary Fellow of the Society.
(b) The number of Honorary Fellows shall not at any time exceed 10, and not more than 1 Honorary Fellow shall be elected in any one year.
(c) At least three quarters of the Councilors present at the council meeting at which the nomination is considered must be in favour of the nomination to secure its acceptance and recommendation to the board.
(d) An Honorary Fellow must be approved by the board on the recommendation of the council.
(e) At least three quarters of the trustees present at the meeting at which the nomination is considered must be in favour of the nomination to secure its approval.
(f) An Honorary Fellow shall not be required to pay any entrance fee or annual subscription.
(g) An Honorary Fellow shall not be entitled to vote at any General Meeting of the Society or any Chapter.
(h) An Honorary Fellow shall not be eligible for election to the Board or Council of the Society.
SECTION- 5: Fellows
A Fellow shall be a person who:
(a) has satisfied the council and the Board that for the period of not less than five years immediately preceding the date of application in that behalf, have been fit persons and in addition are holders of approved academic or professional qualification in Technology Law, Telecommunications law, ECommerce law or related areas of Technology Law or have been in continuous active employment as Technology Law Practitioners, Researchers or Teachers, and
(b) subject to the necessary provisions of this constitution, being a Member for a period of not less than 5 years has made application for transfer from Membership to Fellowship; and
(c) who shall be approved by the board on the recommendation of the Council.
SECTION- 6: Honorary Members
(a) An Honorary Member shall be either:
(i) a person who by reason of his or her position and experience in Technology and/or E-commerce Law; or
(ii) a person who appears to the Council and the board as able to render assistance in promoting the objects of the society; and
(iii) who has been nominated as an Honorary Member by not less than 2 Fellows or 2 members not being Honorary Fellows/Members, and who shall be elected an Honorary Member of the Society.
(b) The number of Honorary Members shall not at any time exceed 20, and not more than 3 Honorary Members shall be elected in any one year.
(c) At least three quarters of the Councilors present at the meeting at which the nomination is considered must be in favour of the nomination to secure its acceptance and recommendation to the board.
(d) An Honorary Fellow must be approved by the board on the recommendation of the council.
(e) At least three quarters of the trustees present at the meeting at which the nomination is considered must be in favour of the nomination to secure its approval by the board.
(f) An Honorary Member shall not be required to pay any entrance fee or annual subscription.
(g) An Honorary Member shall not entitled to vote at any General Meeting of the Society or any Chapter.
(h) An Honorary Member shall not eligible for election to the Board or Council of the Society.
SECTION- 7: Members
A Member shall be a person who:
(a) has satisfied the council that he or she is a fit person and in addition are holders of advanced academic or professional qualification in Technology Law, Telecommunications law, E-Commerce law or related areas of Technology Law and have been in continuous active employment as
Technology Law Practitioners, Researchers or Teachers, and
(b) who shall be approved by the Council.
SECTION- 8: Associates
An Associate shall be a person who:
(a) possesses an advanced IT related degree or a traditional law degree from any recognized university, and
(b) who shall be approved by the Council.
(c) An Associate shall not be eligible for election to the Board or Council of the Society, but can serve in acting capacity as a council member/national officer until qualified members are available for election into such positions.
SECTION- 9: Students

A Student shall be a person who:
(a) is pursuing accredited Law Degree programmes in any recognized University or Institution of University level, and
(b) who shall be approved by the Council.
(c) a student shall not be eligible for election to the Board or Council of the Society.
SECTION- 10: Application for Membership

Applications for admission to membership or for transfer from one category of membership to another shall be made in the form and on the conditions from time to time prescribed by the Council. The appropriate fee and/or subscription shall accompany each application.
SECTION- 11: Membership Application Processing

1) All application for membership shall be processed by the executive director for approval of the council at the next council meeting following the making of such application, and shall at such meeting, be accepted, rejected or referred for further investigation and consideration. If a majority of the members cast their vote against the acceptance of the application, then such application shall be recorded as rejected. If however, the majority of the members cast their vote supporting the acceptance of the application, then such application shall be recorded as accepted and approved.
2) The council may delegate its functions under this section to a membership committee.
3) All recommendations for approval of honorary fellowship and honorary membership sent to the board by the council shall be acted upon at the next board meeting following the making of such recommendation, and shall at such meeting, be accepted, rejected or referred for further investigation by the council. If a majority of the members of the board cast their vote against the acceptance of the application, then such application shall be recorded as rejected. If however, the majority of the members cast their vote supporting the acceptance of the application, then such application shall be recorded as accepted and approved.
SECTION- 12: Membership Oath
No person shall be admitted as a member unless he/she has subscribed to the oath of membership of the society.
SECTION- 13: Membership Designations
Foundation Members, Fellows, Members and Associates shall be entitled to use the designation: FMTLSN, FTLSN, MTLSN and ATLSN respectively. Honorary Fellows, and Honorary Members shall be entitled to use the designation: FTLSN(Hon.) and MTLSN(Hon) respectively.
SECTION- 14: Members Address Notifications
Every member shall notify the Executive Director, a place of business or residence to be registered as his or her place of address, and the address so notified from time to time shall be deemed to be his or her registered address.
SECTION- 15: Registration Upon Election or Transfer
(a) when a candidates is elected or transferred he or she shall be notified according to a prescribed form and his or her name shall be enrolled on the register of the Society subject to the payment of the entrance or transfer fee and the annual subscription for the current year (or the increase thereof in the case of transfer) within 2 months after the date of the notification of his or her election or transfer which otherwise shall become void. The Council may in particular cases extend the time.
(b) Every person shall upon notification of his or her election be deemed to have entered into an agreement to abide by and be bound by this Constitution and the Rules of the Society.
SECTION- 16: Membership Register

(a) The Executive Director of the Society shall keep a register of all members in which shall be recorded:
(i) the full surname and given names of the member, together with his or her address and contact details;
(ii) the category of his or her membership of the Society:
(iii) the date of his or her admission to a category of membership;
(iv) the profession or occupation of the member;
(v) particulars of any special training and experience qualifying him or her to be a member of the Society.
(vi) such other particulars as the Society may from time to time prescribe.
(b) A name shall only be entered in, or removed from the Membership Register of the Society by resolution of the Council to that effect subject to the approval of the Board.
SECTION- 17: Resignation
(a) A member desiring to discontinue his or her membership of the Society shall tender his or her resignation in writing to the Executive Director, who shall notify the Council at its next meeting.
(b) If all of the member’s subscriptions, fees and other indebtedness have been paid, then:
(i) The Member shall have no further liability in respect of subscriptions or fees as from the date of receipt of the resignation.
(ii) The member’s resignation shall be accepted by the Council, and the Executive Director shall notify the member accordingly.
(c) If all of the member’s subscription, fees and other indebtedness have not been paid:
(i) The member’s resignation shall not be accepted by the Council, except as provided in sub-clause (iii).
(ii) If the Council considers that there are extenuating circumstances for the member’s failure to make such payment, the Council may accept the resignation on such conditions as the Council consider appropriate, subject to the approval of the board.
(d) A member’s name shall be removed from the Register as from the date when his or her resignation is approved by the board.
(e) where a Fellow who has resigned from his or her membership of the Society subsequently re-applies for membership, Council may reinstate that person as a Fellow on such conditions as the Council considers appropriate, subject to the approval of the board.
SECTION- 18: Suspension or Forfeiture of Membership
1) If, in the opinion of the Council:
(A) a member has been guilty of any breach or failure to observe the provisions of this constitution or any Rules made under this constitution
(B) a member has engaged in dishonorable conduct or other conduct such as renders the member unfit to remain a member of the Society; or
(c) the admission of a member was obtained by improper means;
2) Or if the member becomes bankrupt or insolvent or makes an assignment for the benefit of his or her creditors or takes or attempts to take the benefit of any statutory provision for the liquidation of his or her assets or affairs, then
3) The Council may, if satisfied of any such matter, then resolve:
(A) to suspend that member from the privileges of membership for such period and on such terms as Council may determine;
(B) to declare that member’s membership be notified, in which case he or she shall cease to be a member and his or her name shall be removed from the Register;
(C) to admonish or censure that member.
4) (a) Written notice of the resolution shall be given by the Executive Director to the member concerned as soon as reasonably practicable.
(b) A resolution pursuant to this Section shall require an affirmative vote by not less than two-thirds of the Councillors present and voting on the resolution at the Council meeting.
(c) The Council may appoint a committee of one or more persons for the purpose of investigating and reporting on any matter which is being, or is about to be, or is proposed to be, considered by the Council of the Society under this Section. Any such Committee may include members of the Society who are not members of the Council. A member of the Council who is or has been a member of any such Committee shall not by reason thereof be debarred from taking part or voting at any meeting of the Council at which a matter under this Section is being considered.
(d) Before proceedings in the manner set out in clause (a) of this Section, the Council shall cause an enquiry to be held, which shall be conducted in the following manner.
(i) The enquiry shall be conducted by a Committee appointed by the Council under clause
(c) of this Section
(ii) Written notice of the inquiry shall be given to the member concerned by the pre-paid post of his or her address as recorded in the Register of the Society, giving not less than one month’s notice of when and where the enquiry will be conducted, and specifying the conduct to be considered under this Section.
(iii) The committee may, in its absolute discretion, postpone the enquiry on giving reasonable notice to the member concerned, or may determine that further hearing of the enquiry shall be adjourned to another date or time.
(iv) Upon the hearing of the enquiry, the member concerned shall be given the opportunity to present such evidence and make such submissions as he or she thinks fit.
(e) The Society, the Council and the Committee shall not be under any obligation to disclose to the member concerned or any other member the source of any information giving rise to any action under this Section.
(f)(a) Any member dealt with under this section may appeal to the board of Trustee of the Society against the resolution of the Council as follows:
(i) Within 14 days of receiving written Notice of Council’s resolution, the member concerned shall lodge with the Executive Director a written Notice of Appeal setting out the grounds of appeal and reasonable particulars thereof.
(ii) The written Notice of Appeal shall be accompanied by a security deposit for the reasonable costs of the meeting in such amount as the board shall determine.
(iii) Within 14 days of receiving the written Notice of Appeal and security deposit, the board shall convene to determine the appeal not later than 2 months after receipt of the written Notice of Appeal and security deposit.
(b) The appeal shall be decided by a simple majority of members present in person at the board’s meeting and the decision reached at the meeting shall be final and binding on the member concerned. If the Appeal is rejected, the Society shall retain the security deposit paid under sub-clause (a)(ii) of this Article. If the appeal is successful, the Society shall refund the security deposit to the member concerned.
SECTION- 19: Fees and Subscriptions
1 (a) Fees and subscriptions shall be payable by members in the following circumstances:
(i) on nominations as a Fellow, Member, Associate or Student
(ii) on application for transfer to Fellow, Member or Associate;
(iii) annually as a Fellow, Member, Associate or Student
(b) The amount of the fees and subscriptions payable in each case shall be determined by the Council from time to time, subject to the approval of the board.
2 (a) Subscriptions shall be payable in advance on the first day of January each year.
(b) The annual subscriptions payable in advance by a Fellow, Member, Associate or Student on joining the Society will be reduced as follows:
Joining 1 July – 30 September: 50% of annual subscription
Joining 1 October – 31 December: 25% of annual subscription
3 (a) Members of the Society whose annual subscriptions are in arrears for 3 months may, after one month’s written notice from the Executive Director, be suspended from membership by the Council. Such members shall continue to be liable for payment of the arrears. The Council may reinstate any such member on payment of the arrears together with a fee for the reasonable expenses incurred by the Society in recovering the arrears.
(b) (i) The Executive Director shall notify the Council at its first meeting after 30 April in each year of the names of any members who, having received notice pursuant to paragraph
(a) of this Article, remain in default of the payment of their annual subscriptions.
(ii) the Council may, in respect of any such member, deem the member to have resigned his or her membership of the Society effective from the date of the resolution of Council to that effect
(iii) Any such members shall remain liable for payment of any unpaid annual subscriptions provided that, if the Council considers that there are extenuating circumstances for the failure to make payment, the Council may excuse the member from payment of all or any part of the arrears on such terms as the Council considers appropriate subject to the approval of the board.
(iv) In each case, the Executive Director shall notify the member concerned of the Society’s decision as soon as reasonably practicable
(c) A member who is deemed to have resigned shall be removed from the Register as from the date on which the resignation becomes effective.
(d) If a person deemed to have resigned, re-applies for membership, the Council may reinstate such person on payment of:
(i) the arrears for the year in which membership was suspended together with a fee for the reasonable expenses of the Society in seeking recovery of those arrears; and
(ii) the annual subscription for the year in which that person re-applies for membership.
ARTICLE 3- RIGHTS, DUTIES RIGHTS AND PRIVILEGES OF MEMBERSHIP

SECTION- 1: The rights and privileges of a member of the society shall be personal to that member, and shall not be transferable or transmittable by his or her own act or by operation of law. All such rights and privileges shall cease immediately upon the removal of the member’s name from the Register.
SECTION- 2: Every member shall be bound, to the best of his or her ability, to further theobjects, interests and influence of the society, and shall observe the rules of professional conduct and all rules, regulations and by-laws of the society in force from time to time.
SECTION- 3: VOTING RIGHTS: Only active or members in good standing from student to Foundation Members shall be allowed to bring motions or to vote on business matters of the society.
SECTION- 4: VOICE RIGHTS: Any member in good standing from student to Foundation Members shall have the right of addressing the members in open meetings and to participate in any discussion on the floor.
SECTION- 5: ATTENDANCE RIGHTS: Only members in good standing from student to Foundation Members shall have the right of attendance at any meeting of the society. All others shall be excluded except upon invitation by an officer of the society in attendance at the meeting and then only if there is no objection from the floor. This section does not preclude the attendance of any non-member who is on the agenda of that meeting.
SECTION- 6: RIGHT TO HOLD OFFICE: Only active members of good standing not below full membership status may be nominated or elected to an office of the society. However, an Associate can hold office in acting capacity until qualified members are available for election.
SECTION- 7: RIGHT TO BE A MEMBER OF THE BOARD OF TRUSTEES: Only active senior members, fellows or foundation members in good standing may be nominated or elected into the board of trustees of the society.
SECTION- 8: RIGHTS TO CERTIFICATES OF THE SOCIETY

Every Fellow, Member or Associate shall receive on election, a certificate of membership and shall, so long as he or she remains a member, be entitled to hold the said certificate subject to annual notification of its renewal by the Council upon payment in advance of his or her annual subscription. Every certificate issued by the society, with the exception of Foundation Membership Certificates shall remain the property of the Society. In the Event of cessation of membership, it shall be returned to the society unless the board on the council’s recommendation assent to its being remaining in the possession of the former member. Every Certificate issued by the Society shall be signed by the Chair of the Board, the President and the Secretary. Where the Chair of the Board is also the President, the most senior member of the board apart from the Chair shall sign for the Chair while the Chair shall sign in her/his presidential capacity.
ARTICLE 4- GOVERNING COUNCIL AND ADMINISTRATION OF THE SOCIETY
SECTION- 1:
The Highest operational and administrative decision making body of the Society shall be the Governing Council which shall be elected by the Board of Trustees.
SECTION- 2: ELECTION OF MEMBER OF THE GOVERNING COUNCIL

Eligible Members in good standing who has applied to be elected into the governing council by filling the prescribed forms must satisfy the board of trustees that they are worthy of election into the council. Should the board find an applicant unworthy for such election, for committing an offence under this constitution or for not fulfilling his or her obligation adequately or for not performing his or her previous duty of office as required under this constitution, the board shall reject the application of such applicant and the board decision in that regard shall be final.
SECTION- 3: REMOVAL OF COUNCIL MEMBERS

Any council member of the society may be removed by the board for disloyalty, neglect of duty, dishonesty or conduct unbecoming of a member of the TLSN with a three-fourths vote of said Board being necessary to effect such removal.
(Inefficiency is defined as non-attendance of three consecutive meetings or lack of reasonable performance over a reasonable period of time, which is not in the best interest of the TLSN.)
SECTION- 4: The Governing Council shall elect a Chairman, who shall be the National President of the Society and such other officers that will be necessary for the Administration of the Society as follows:
1) National President
2) Deputy National President
3) National Secretary
4) National Treasurer
5) 1st Ex-Official Member
6) 2nd Ex-Official Member
7) 3rd Ex-Official Member
SECTION- 5: ELECTION OF OFFICERS:
Officers shall be elected by a majority vote of the council members in attendance with a quorum by moving current officers in good standing up one position thereby leaving the 3rd ex-official as the vacant position to be filled by the board.
SECTION- 6: The Governing Council shall have powers to establish State branches of the Society with such powers as may be determined by the Council subject to the approval of the board.
SECTION- 7: TENURE OF OFFICE:
i. The Governing Council Members shall hold the council membership for a period of twelve
(12) consecutive months or until the next meeting after twelve (12) consecutive months in office at which new council members can [will] be elected.
ii. The National and State Officers of this Society shall hold office for a period of twelve (12)
consecutive months or until the next meeting after twelve (12) consecutive months in office at which new officers can [will] be elected.
iii. All TLSN elected Officers members may succeed themselves, if they are re-elected into the council by the board.
SECTION- 8: The council shall meet not less than four(4) times in a year, i.e, January, April, July and October.
ARTICLE 5- DUTIES OF OFFICE

SECTION- 1: NATIONAL PRESIDENT: It is the duty of the president to preside at all meetings of the society except the meeting of the board of trustees and to do all things required or allowed of the president by these by-laws. The national president, through the executive director of the society may do all things necessary and proper in the conduct of the society business and to carry out the objectives as provided by this constitution.
SECTION- 2: DEPUTY NATIONAL PRESIDENT: In the absence of the president, it is the duty of the deputy national president to perform the duties of the national president. The deputy national president shall also perform any other reasonable duty assigned by the national president.
SECTION- 3: NATIONAL SECRETARY: It is the duty of the national secretary to, through the executive director, keep the minutes of each meeting of the society, i.e., the council and the board meetings. The national secretary shall also through the executive director, keep an accurate and up-to-date roll of the membership and each member’s standing. In addition the national secretary shall, through the executive director send all dues notices to members, notices of cancellations and revocations of membership, and is responsible for retention of all correspondence of the society. The national secretary shall also perform such other reasonable duties as may be directed by the national president.
SECTION- 4: NATIONAL TREASURER: It is the duty of the national treasurer to, working with the executive director, keep an accurate and up-to-date account of the monies of the society. The account shall accurately reflect all income and disbursements and the current balance of all funds of the society. All disbursements shall be supported by receipt.
The treasurer shall also perform such other reasonable duties as may be directed by the national president.
SECTION- 5: EX-OFFICIO MEMBERS: It is the duty of the ex-officio members to approve or deny such action of the national president which requires membership vote and as may be necessary for the society, when it is not practical or possible to convene a meeting of the society or otherwise poll the membership.
ARTICLE 6 -EXECUTIVE DIRECTOR
SECTION- 1: There shall be an Executive Director of the Society who shall be appointed by the Board of Trustees on an honorary basis but may be paid such honorarium as may be determined from time to time by the board.
SECTION- 2: FUNCTIONS OF THE EXECUTIVE DIRECTOR
The Executive Director shall, under the direction of the Council:
(i) conduct the ordinary business of the society in accordance with these Rules;
(ii) supervise the staff of the Society;
(iii) keep and accurate record of the proceedings of the Society, the Board, the Council and any Committee(s);
(v) direct the collection of fees and subscriptions the preparation of books of account and to present all accounts to the Council for inspection and approval;
(vi) keep a current account at such Bank or Banks as the Council may direct and pay into such account all monies received on behalf of the Society;
(vii) furnish a properly audited account and balance sheet to accompany each n Annual Report;
(viii) give notice of all meetings of the Council and General Meetings the b Society;
(ix) present to the Annual General Meeting of the Society a report of its b activities during the preceding financial year;
(x) act as the Returning Officer at any election of the Society.
SECTION- 3: REMOVAL OF EXECUTIVE DIRECTOR

The Executive Director shall hold office until he/she voluntarily resigned or may be removed by the board for disloyalty, neglect of duty, dishonesty or conduct unbecoming of a member of the TLSN with a three-fourths vote of said Board being necessary to effect such removal. (Inefficiency is defined as non-attendance of three consecutive meetings or lack of reasonable performance over a reasonable period of time, which is not in the best interest of the TLSN.)
ARTICLE 7- DISCIPLINE

SECTION- 1: Any officer, committee member, or member(except the trustees) may be removed for cause by the council, in such manner as prescribed in section 16, article 2 of this constitution.
ARTICLE 8-MEETINGS

SECTION- 1: REGULAR MEETING: The society shall not have less than one (I) regular meeting annually. The dates and location shall be established by the voting membership at any prior meeting.
SECTION- 2: SPECIAL MEETING: The society may have any number of special meetings annually. The dates and location shall be established by the national president in association with the Members of the Board.
SECTION- 3: MEETING NOTICE: All regular meetings and if possible special meetings shall be announced in advance to the entire membership by the national president either through the executive director or through the national secretary.
SECTION- 4: QUORUM: A quorum of the association at any meeting for the purpose of conducting business shall consist of not less than two (2) of the officers/board members plus a minimum of three (3) voting members of the association.
SECTION- 5: BOARD, COUNCIL & EXECUTIVE COMMITTEE MINUTES

The Executive Director shall cause minutes to be made in books kept for the purpose:
(a) of all appointments of officers made by the Council;
(b) of the names of the members present at each meeting of the Board, the Council, and the Executive Committee and other Committees formed by the council, as the case may be.
(c) of all resolutions and proceedings at all meetings of the Society, the Board, the Council, the Executive Committee and other Committees formed by the Council.
ARTICLE 9: BOARD OF TRUSTEES

SECTION- 1: The Trustees of the Society for the purposes of the Companies and Allied matters Act 1990, shall be elected at the general meeting of the Society, (A general meeting shall be a meeting of the general members of the Society and the quorum shall be simple majority of members entitled to attend and vote as such meeting).
SECTION- 2:Trustees shall be elected among the senior members, fellows and foundation members of the society in good standing.
SECTION- 3: Such Trustees herein-after referred to as “The Trustees shall be a minimum of Two(2) members and maximum of Seven(7) in number and shall be known as “THE REGISTERED INCORPORATED TRUSTEES OF TECHNOLOGY LAW SOCIETY OF NIGERIA.”
SECTION- 4: (A) Elected Trustee Members may hold office for life.
(B) Foundation Members of the society who are elected into the board of trustees of the society shall hold office for life, but a Trustee shall cease to hold office if he/she:-
i. Resigns his/her office
ii. Cease to be a member of the Society
iii. Becomes insane
iv. Is removed from office by the Board of Trustee of the Society if, it is confirmed by the board that the trustee:
A) Is guilty of any breach or failure to observe the provisions of any of the Articles or any Rules made under this constitution; or
(B) Has engaged in dishonorable conduct or other conduct such as renders the member unfit to remain a member of the Society; or
(C) Is officially declared bankrupt
(D) Is convicted for a Criminal Offence involving dishonesty by a court of competent jurisdiction
SECTION- 5: At least three quarters of the trustees present at the meeting at which the removal is considered must be in favour of the removal to effect the removal.
SECTION- 6: Upon a vacancy occurring in the number of Trustees, culminating in the quorum being reduced, a general meeting of the Society will be held to appoint another member of the Society as Trustees.
SECTION- 7: The board shall elect a Chairman and a co-chairman. The chairman shall preside at all meetings of the board of trustees and to do all things required or allowed by this constitution. The board, shall, through the executive director of the society do all things necessary and proper in the conduct of the society business and to carry out the objectives as provided by this constitution, including but not limited to, appointing and removal of council members, approval and removal of honorary fellows and members and taking appeals arising from decision of the council on disciplinary measures. The co-chair shall be the deputy chairman of the board and perform all the functions of the chairman in the absence or incapacitation of the chairman.
SECTION- 8: A trustee can hold any other office in the society.
ARTICLE 10-SOCIETY FINANCE
SECTION- 1: SOURCES OF REVENUE
This society shall derive its revenue through the following sources:
ii. Membership Registration fee as may be determined by the Governing Council from time to time.
ii Annual Dues may be determined by the Governing Council from time to time.
iii Through fees and sale of publications, seminar fees and voluntary donations made by members and special levies imposed on members from time to time for the actualization of specific projects.
SECTION- 2: NON-PROFIT SHARING
This society is not intended for and does not contemplate distribution of gains, profits or dividends to the members thereof and personal liability to individual members shall be specifically limited to the provisions of Section 4 of this Constitution.
SECTION -3 THE SOCIETY FUND
The Governing Council of the Society shall open and maintain Bank Accounts in the name of the Society in such number of Banks as the Council may determine.
SECTION- 4: SIGNATORIES TO THE ACCOUNT
The signatories to the Account(s) of the society shall consist of the Chairman/President of the Governing Council and any other person(s) to be appointed by the Governing Council from time to time.
SECTION- 5: AUDIT OF ACCOUNTS
Auditors shall be appointed by the general meeting
i. The Accounts of the Society shall be audited yearly by auditors appointed by the Governing Council.
ii. The Auditors shall audit and submit their report to the Governing Council not less than 21 days before the Annual General Meeting.
ARTICLE 11-DURATION
This Society shall continue to exist perpetually unless it is dissolved by the Board or its existence is otherwise terminated by the provisions of the Law.
ARTICLE 12- COMMON SEAL

1. The Trustees shall have a Common Seal.
2. Such Common Seal shall be kept in the custody of the EXECUTIVE DIRECTOR who shall produce it when required for use by the Trustees.
3. All documents to be executed by the Trustees shall be signed by the Chairman and Secretary and sealed with the Common Seal of the SOCIETY.
ARTICLE 13- PROPERTY AND EQUIPMENT

i. Any property and/or equipment acquired by the Society by purchase or gift shall be acquired and held in the name of the Technology Law Society of Nigeria.
ii. Any Property and/or equipment acquired under sub-clause (i) shall remain in possession of the Society.
iii. Every property (including vehicles and other equipments) of the Society considered for insurance shall be insured comprehensively for the current value of such property.
iv. All plans and specifications for building projects of the Society must be approved by the Governing Council and the BOARD.
v. All Plans and specifications for building projects shall be kept at the National Headquarters of the Society.
ARTICLE 14- SUPREMACY OF THE CONSTITUTION

This constitution is supreme an all its provisions and shall have binding force on all members and officers of the Society.
ARTICLE 15- AMENDMENT

Amendment to the constitution shall require a two-thirds majority approval of members present at any General Meeting being convened with a notice of twenty-one (21) days, such Amendment shall be forwarded to the Registrar General for approval.
ARTICLE 16-AUDITORS

Auditors shall be appointed by the General Meeting of the SOCIETY by two-third of the members, to audit the Accounts of the SOCIETY annually and report to the Board of Trustees, who shall finally present same to the General Meeting.
ARTICLE 17-SPECIAL CLAUSE:

The income and property of “TECHNOLOGY LAW SOCIETY OF NIGERIA” Whatsoever derived shall be applied towards the promotion of the SOCIETY as set forth in this Rules and Regulations/Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, or otherwise however by way or profit, to the members of TECHNOLOGY LAW SOCIETY OF NIGERIA
PROVIDED
that nothing herein shall prevent the payment, in good faith, or reasonable and
proper remuneration to officer or servant of the TECHNOLOGY LAW SOCIETY OF NIGERIA in return for any service actually rendered to the TECHNOLOGY LAW SOCIETY OF NIGERIA but so that no member of the Council of Management or Governing body shall be appointed to any salaried office of the TECHNOLOGY LAW SOCIETY OF NIGERIA or any office of the TECHNOLOGY LAW SOCIETY OF NIGERIA paid for by fees, and that no remuneration or other benefits in money or monies shall be given by the TECHNOLOGY LAW SOCIETY OF NIGERIA to any member of such Council or Governing Body excepts repayment of out-of –pocket expenses or reasonable and proper rent for premises demised or let to the TECHNOLOGY LAW SOCIETY OF NIGERIA provided that the provision last aforesaid shall not apply to any payment of any company to a member of the TECHNOLOGY LAW SOCIETY OF NIGERIA may be a company in which such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
NO ADDITION, alteration or amendment shall be made to or in the RULES AND REGULATIONS/CONSTITUTION for the time being force, unless the same have been previously submitted to and approved by the Registrar-General In the event of a winding up or dissolution of the TECHNOLOGY LAW SOCIETY OF NIGERIA, there remains after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be paid to and distributed among the members of TECHNOLOGY LAW SOCIETY OF NIGERIA but shall be given or transferred to some other institution(s) having objects similar to that of TECHNOLOGY LAW SOCIETY OF NIGERIA and the body or bodies are members to an extent at least as great as is imposed on the SOCIETY under or by virtue of the SPECIAL CLAUSE hereof, such institutions(s) to be determined by the members of TECHNOLOGY LAW SOCIETY OF NIGERIA at or before the time of dissolution and if in so far cannot be given to the aforesaid provision, then to
some charitable object.


CHAIRMAN                                                                                                    SECRETARY
Dated: ……………………                                                                                     Date: …………………

 

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