Constitution of the Internet Service Providers' Association.


		*Constitution of the Internet Service Providers’Association of Nigeria*


1.NAME
	1.1	The name of the Association shall be Internet Service Providers Association of Nigeria.

	1.2	“ISPAN” is the official abbreviation for the Internet Service Providers’ Association of Nigeria.

2. INTERPRETATION
		In this Constitution, “ Licensed Internet service providers” shall mean persons licensed by the appropriate agency to provide commercial Internet service.

3. PURPOSE
		ISPAN is an independent body and a voluntary association acting in the interests of Internet service providers in Nigeria and generally dealing with matters related to the provision of Internet service in Nigeria.

4. AIM
		ISPAN’s mission is to provide a non-profit forum in which Internet service providers can address issues of common interest and interface with industry stakeholders so that end-users receive world-class service and industry participants earn a fair return on their investments.

5. OBJECTIVES
		ISPAN’s objectives are:
	5.1	to determine the needs of end-users in Nigeria on an on-going basis;
	5.2	to be a source and repository of relevant information for its members and the general public;
	5.3	to influence industry regulation in Nigeria concerning structures, policies, tariffs and
		competition;
	5.4	to support and promote the implementation of regulated competition in the Internet
		service providers’ industry;
	5.5	to promote staff development and training in respect of its members; and
		to extend Internet access to historically disadvantaged communities in Nigeria.

6. ORGANS
		There shall be three organs of ISPAN namely the:
		The General Meeting
		The Board of Directors
		The Board of Trustees

	6.1	THE GENERAL MEETING
		The general gathering of all members shall hereinafter be called the General Meeting.
	6.1.1	A general meeting of members of ISPAN shall be convened quarterly.
	6.1.2	Extraordinary meetings may be summoned at the request of not less than one third of
		registered members of ISPAN.
	6.1.3	One third of registered members shall constitute a quorum at any General meeting of ISPAN.
	6.1.4	Notice of a General meeting and agenda shall be sent out 21 days in advance of the date of
		meeting provided that one third of the registered members may resolve to have a shorter
		notice period.
	6.1.5	The President of the Association shall preside at the General Meetings of the Association.

	6.1.6	FUNCTIONS
	(a)	The General Meeting shall take decisions on matters, which in the opinion of the Board of
		Directors are beyond their powers;
	(b)	Receive quarterly and annual reports from the Board of Directors
	(c)	Receive and decide on issues brought before it.
	(d)	Approve the appointment of the executive Secretary
	(e)	Elect officers and Trustees of the organisation.
	(f)	Approve the admission and expulsion of members
	(g)	Receive the report of the Auditors
	(h)	Approve the budget for the existing year
	(i)	The decisions of the General Meeting shall be final
	(j)	Where the Board of Directors is dissolved at a General Meeting, there shall be
		appointed a caretaker committee which shall exist for a maximum period of one month only.

	6.1.7	VENUE
		The General Meeting shall be held at any time and place designated by the Board of Directors.

	6.2.	THE BOARD OF DIRECTORS
	(a)	The Executive powers of the Association are herein vested in the Board of Directors and
		subject to this constitution they may exercise such powers directly or through officers
		subordinate to them.

	(b)	The Board shall be responsible for final screening of new members and recommendations
		made to the General meeting;

	(c)	The Board may appoint such persons to act, on their behalf from time to time and to perform
		such functions and duties as prescribed in this Constitution, provided that these persons will
		not be required to be members of ISPAN and that, if they are not members of ISPAN, may be
		remunerated for their services as the Board may determine.

	6.2.1	STRUCTURE OF THE BOARD OF DIRECTORS
	(a)	ISPAN members may, during their Annual general meeting, elect from amongst themselves a
		Board of Directors which shall consists of Office holders, Ordinary members and Ex-officio
		members. The Board shall serve a two-year renewable term of office and shall all be natural
		persons.

	(b)	In the case of the vacation for whatsoever reason of any of the positions of the Board of
		Directors prior to the appointment of a new Board of Directors as aforesaid, a new office bearer
		will be elected by the majority of the members of ISPAN for the remainder of such term.

	(c)	If any member of the Board of Directors has not been present in person at (3) three consecutive
		meetings, the position of that Board of Director member may be reviewed and, if deemed
		necessary referred to the General Meeting for removal.

	(d)	With exception of ex-officio members and office holders of the Board of Directors excluding
		Trustees, no member(s) shall be appointed to a salaried office of the association, or any office
		of the association paid by fees.

	6.2.2	DUTIES OF THE BOARD OF DIRECTORS
	(a)	The primary duty of the Board of Directors is to further ISPAN’s mission, as specified in
		section 5 of this Constitution.
	(b)	The Board of Directors shall report on its activities and the affairs of ISPAN at all general
		meetings of the members of ISPAN
	(c)	The Board of Directors shall have and exercise such additional functions as may be assigned
		to them by the General meeting.
	(d)	The Board of Directors may in their discretion make recommendations to the Board of
		Trustees on any matter affecting ISPAN.
	(e)	The Board of Directors shall be accountable to the general meeting of the Association.

	6.2.3	COMPOSITION OF BOARD OF DIRECTORS
		The Board of Directors otherwise referred to, as Officers of ISPAN shall consist of the following:
	(a)	The President
	(b)	The Vice-President
	(c)	Director of Publicity
	(d)	Director of Finance
	(e)	Directors
	(f)	Immediate Past President

	6.2.4.	All officers of the Association shall be members elected by secret ballot under electoral rules
		determined by an Electoral Committee established by the general meeting.

	6.2.5	THE PRESIDENT
	(a)	He shall be the head and leader of the Association and referred to as ‘‘President of ISPAN.’’
	(b)	He shall preside over all meetings and give rulings over all matters affecting the
		Association subject to the ratification of the Board.
	(c)	He shall have power to delegate responsibilities and authorities to other officers and members
		of the Association.
	(d)	He shall supervise and co-ordinate the activities of the Association.
	(e)	He shall summon emergency meetings where necessary.
	(f)	He shall have power to refer any argument or motion to the next meeting.
	(g)	He shall have original as well as casting vote to settle a stalemate.
	(h)	He shall ensure that proceedings are conducted strictly in accordance with this Constitution.
	(i)	He shall discharge all such duties, which are reasonably incidental to his office.

	6.2.6	THE VICE-PRESIDENT
		The Vice-President shall deputise in the absence of the President at any meeting of ISPAN. He shall also assist the President at any meeting and provide back-up support. He shall perform any functions provided under this constitution or delegated to him by the President. He shall be the Chairman of the Membership committee and Disciplinary Committee. He shall handle Policy Preparations and present such to the Board

	6.2.7	DIRECTOR OF PUBLICITY
		The director Of Publicity shall publicize all the activities of the Association and in conjunction with Executive Secretary liase with the media to project the image of ISPAN through advertisements and announcements or any other forum.

	6.2.8	DIRECTOR OF FINANCE
	(a)	He shall be responsible for preparing the financial records of the Association.
	(b)	He shall present the budget of the association to the general meeting provided that the
		budget statement has been sent to all members of ISPAN at least twenty-four hours before it is
		tabled for approval by the General Meeting.
	(c )	He shall on the advise of the Board prepare a balance sheet of the financial transactions for
		every year and present same to the general meeting at least forty-eight hours before the said
		meeting.
	(d)	He shall co-operate with Auditors of ISPAN.
	(e)	He shall maintain ISPAN’s accounts in such bank accounts as may be approved by the
		Board of Directors from time to time;
	(f)	He shall ensure that all financial information of ISPAN is available at meeting for discussion
		and approval; and
	(g)	He shall table a financial statement of the year’s transactions at each Annual General
		Meeting for an approval by the members.
	(h)	The Director of Finance shall from time and subject to the approval of the Board of Directors
		devise ways of raising funds for ISPAN.

	6.2.9	THE EXECUTIVE SECRETARY

		APPOINTMENT OF EXECUTIVE SECRETARY
		There shall be a full time Executive Secretary for ISPAN who shall be appointed by the Board of Directors to serve as secretary to the Board.

		DUTIES:
	(a)	The Executive Secretary shall be responsible for the general secretarial duties of ISPAN.
	(b)	He shall be a person of repute who believes in the ideals set out in this constitution.
	(c)	He shall advise and counsel the Board of Directors from time to time on all matters likely to
		affect ISPAN.
	(d)	He shall give full co-operation to the President towards the effective discharge of the
		executive duties of ISPAN.
	(e)	He shall receive all applications of prospective members.
	(f)	He shall on the advice of the Board prepare and compile an annual report of ISPAN’s activities
		and present the same to the Annual general meeting.
	(g)	He shall perform any other duty or duties as may be directed by the Board.
	(h)	He shall be responsible to the President for day-to-day activities of ISPAN and shall advise him
		on all matters pertaining to the appointment, discipline and dismissal of all ISPAN’s
		employees.
	(i)	He shall have the authority under the direct supervision of the President to present, project and
		execute decisions affecting the Association.
	(j)	He shall conduct and deal with all official correspondence of ISPAN and shall take minutes of
		meetings of the Board of Directors and shall circulate it to members within 5 days of such a
		meeting before adoption.

	6.2.10	QUALIFICATIONS
		The Board of Directors shall have the power to determine the qualifications, tenure and conditions of service of the Executive Secretary.

	6.2.11	DIRECTORS
	(a)	Other members of the Board of Directors shall be appointed by an ordinary resolution
		passed by a simple majority at the General Meeting of ISPAN.
	(b)	They shall hold office for an initial period of 2 years and thereafter may be elected for
		another term of 2 years.

	6.2.12.	IMMEDIATE PAST PRESIDENT
		The immediate Past President shall be a member of the Board of Directors.

		Notwithstanding the above no salaried staff of ISPAN shall become member of ISPAN or shall
		have voting rights whether at Board of Directors or at the General meeting.

	6.2.13.	TERMS OF OFFICE
	(a)	All Directors of ISPAN shall hold office for two (2) years from the date of assumption of office
		and shall retire from the Board of Directors meeting, provided however that such members
		shall be entitled to offer themselves for re-election for a maximum of one additional term
		continuously.

	6.3	REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS
		A member of the Board of Directors may be removed at the general meeting if:-
	(a)	He ceases to be a member or is disqualified to be a member of ISPAN.
	(b)	He persistently neglects or refuses to discharge his duties as a Director of ISPAN to its
		detriment.
	(c)	He does not without sufficient reason attend meetings of the Board of Directors
	(d)	He is convicted of an offence involving fraud or dishonesty.

		Any member who is removed or resigns his appointment as a member of the Board of Directors may be replaced through a bye-election.

	6.3.1	BOARD OF DIRECTORS MEETING
	(a)	The Board of Directors meeting shall except in cases of emergency be held at least once in
		every quarter at the ISPAN’s Secretariat or at such other place, as the Board of Directors shall
		approve.
	(b)	The President shall chair all meetings of the Board of Directors.
	(c)	50% of the Board of Directors, or the next higher whole number, shall constitute
		a quorum at every Board meeting.
	(d)	Subject to the section relating to amendment alteration of this constitution, all the
		decisions of the Board shall be by a simple majority of members present and voting.

	6.4	THE BOARD OF REGISTERED TRUSTEES
	6.4.1.	A Trustee shall be appointed in the manner herein set forth and shall be a person who: -
	(a)	is not an infant, or
	(b)	is not of unsound mind having been so found by the Court.
	(c)	is not an undischarged bankrupt
	(d)	Has been convicted of an offence involving fraud or dishonesty.
	(e)	Belongs to an organization that is a is a Financial member

	6.4.2	The Board of Trustees shall be called the INCORPORATED TRUSTEES OF INTERNET
		SERVICE PROVIDERS ASSOCIATION OF NIGERIA (ISPAN).

	6.4.3.	Members of Board of Trustees shall be appointed at the General Meeting of ISPAN and shall
		include the following:
	(a)	The President
	(b)	The Vice-President

	6.4.4.	The Trustees of ISPAN shall be seven in number and shall be persons resident in Nigeria and
		the power appointing new Trustees hereof shall be vested in the surviving or continuing Trustees for the time being (excluding any retiring Trustees) and if and whenever the number of Trustees shall be less than five then new Trustees shall forthwith be appointed so as to bring the number of Trustees up to five at least.

	6.4.5	Without prejudice to any other power of appointing new Trustees whether contained elsewhere
		in these rules or conferred by statute or otherwise a new Trustee may be appointed by Resolution of a meeting of the Trustees and whenever a Trustee is so appointed, a memorandum of his appointment shall be prepared and signed by the person presiding at such meeting and attested by one other person thereat.

	6.4.6	Every new Trustee shall before acting in the trust indicate his acceptance in writing of his
		willingness to act in trust hereof.

	6.4.7	MEETING OF THE TRUSTEES
	(a)	The Trustees shall hold meetings at least once in every calendar year and at such other times
		in such places as they shall from time to time decide and any Trustee may at any time convene a special meeting of the Trustees upon at least fourteen days notice being given to the other Trustees of the matter(s) to be discussed.

	(b)	The trustees shall elect among themselves a Chairman and a Secretary of the Board of
		trustees with non-executive powers for an initial term of one year provided that no one shall be the Chairman of the Board of Directors and Chairman of the Board of Trustees at the same time. A Trustee shall be eligible to offer himself for an additional term of office.

	(c)	Decisions and Regulations of the Trustees shall be by simple majority of members present.

	(d)	The quorum of the Trustees shall be five members present.

	(f)	The Trustees shall make such rules, as they deem necessary for proper conduct of their
		meetings.

	6.4.8.	REMOVAL OF TRUSTEES
		The Trustees shall all be natural persons and shall cease to hold office if:
	(a)	he resigns his office,
	(b)	If the Internet Service Provider (ISP) whom he represents ceases to be a member of ISPAN
	(c)	he becomes insane
	(d)	he ceases to be an employee of the ISP whom he represents
	(e)	the ISP whom he represents is officially declared bankrupt
	(f)	he is recommended for removal from office by a simple majority of members present at two
		General meetings of ISPAN
	(g)	he ceases to reside in Nigeria.
	(h)	he is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction

	6.4.9.	TENURE OF OFFICE OF BOARD OF TRUSTEES
		All Trustees of ISPAN shall except otherwise disqualified or removed herein provided hold office for life.

	6.4.10.	The Trustees shall have a Common Seal.

	6.4.11.	Such Common Seal will be kept in the custody of the Executive Secretary (or whoever is
		desired) who shall produce it when required for use by the Trustees or the other arms of the Association.

	6.4.12	All documents to be executed by the Trustees shall be signed by the President and any two
		other Trustees and sealed with the Common seal.

	6.4.13	The Trustees shall apply to the Corporate Affairs Commission (CAC) for a Certificate of
		incorporation under Part C of the Companies and Allied Matters Act Cap 59 Laws of the Federation of Nigeria.

	6.4.14	If such application is accepted, the Trustees shall have powers to accept and hold in trust all
		property belonging to ISPAN and acquire land on behalf of ISPAN, subject to such condition as may be imposed by any law in force.

	6.4.15	Every matter shall be determined by the majority of votes of the Trustees present and voting
		on the question

	.6.4.16	In the event of equality of votes the Chairman shall have a second casting vote.

	6.4.17	Any resolution of the Trustees may be rescinded or varied from time to time by the Trustees.

	6.4.18	Notwithstanding anything to the contrary hereinbefore contained no discretion or power by
		these rules conferred on the Trustees shall be exercised and no provision of these rules shall operate so as to cause any part of the capital or income of the Trust Fund to become payable to or applicable for the benefit of any Trustee.

	6.4.19	The Trustees shall provide books of account in which shall be kept all proper accounts of all
		money received and paid for the purposes of this Trust.

	6.4.20.	The Trustees shall be ex-officio members of Board of Directors and all the committees of
		ISPAN.

	6.4.21.	Any dispute or difference which may arise between members as to all decisions of the
		Board of Directors or committees shall be referred to the Board of Trustees for Arbitration as a condition precedent to members seeking redress in court. Three Trustees shall constitute an Arbitration Committee.

	6.4.22	The Arbitration committee shall within 21days of Notice to the affected parties convene
		a meeting for the purpose of considering the dispute or difference aforesaid.

	7.	ISPAN MEMBERSHIP

	7.1	The membership of ISPAN shall be open to licensed Internet Service Providers (ISPs).
	7.1.1.	All applications for membership must be made in the manner approved by the Board of
		Directors. No person will be admitted to be a member of the ISPAN unless by recommendation of the Board of Directors and approval at a General meeting. The decision of the General meeting on Membership issues shall be final.

	7.2	The Board of Directors may, in their sole discretion, suspend the membership of any member
		who failsto make full payment within 90 days of the due date for payment of membership fees. A surcharge to be determined by the Board will be applied for reinstatement of membership.

	7.2.1	Membership may be terminated by a majority vote of the members present at a General
		meeting of ISPAN when the issue is raised.

	7.3	A member may terminate his membership of ISPAN at any time in writing to the Board
		of Directors.

	7.4	Any member whose membership of ISPAN has been terminated for whatsoever reason
		shall forfeit all membership fees and other amounts paid by that member to ISPAN.

	7.5	Further provisions as to membership may be made from time to time by the Board of
		Directors.

	8.	LOCAL BRANCHES

	8.1.	The Board of Directors subject to the approval of 2/3 majority of members present at a general
		meeting and voting may, authorise the establishment of a local branch of ISPAN in any designated centre of Nigeria.

	8.2.	A local branch shall be deemed established when the Board of Directors approves the
		delegation of the powers of this Constitution to the branch in question.

	8.3.	Local branches shall act in accordance with general directions framed and adopted by the
		Board of Directors and shall report annually on their activities or within such other periods as the Board of Directors may determine from time to time.

	9.	FINANCES

	9.1.	Members will be required to pay such membership fees and by no later than such dates as
		may be determined by the General meeting upon recommendation from the Board of Directors.

	9.2.	The Board of Directors may determine and institute different categories of membership
		and may prescribe different membership fees for such different categories. In this case, members will be equal members of ISPAN irrespective of any categorisation for the determination of fees, save to the extent that this Constitution provides otherwise or that the Board of Directors determines otherwise at the time of creating such different categories subject to approval.

	9.3.	Notwithstanding anything to the contrary contained herein, no member (or his representative)
		whose membership fees have not been paid on the due date therefor will be entitled to vote at any meeting of ISPAN or the Board of Directors for as long as such membership fees remain outstanding.

	9.4.	The Board of Directors may accept offers from members or any other organisations to pay
		for special projects undertaken by ISPAN.

	9.5.	The Board of Directors will be entitled to charge special levies to ISPAN members from time
		to time to fund special projects of ISPAN which are necessary for or ancillary to ISPAN’s mission as contemplated in 4 above, provided that such a special levy will have to be accepted by a majority of members at a General meeting of ISPAN as well.

	10.	COMMITTEES

	10.1.	Committees may be formed by the Board of Directors from time to time to deal with
		specific issues in accordance with a statement of objectives, as determined by the Board of Directors.

	10.2.	Each committee must have a chairperson, who will be appointed by the Board of Directors.

	10.3.	Minutes of each committee meeting must be submitted to the Board of Directors within
		fourteen days of the meeting.

	10.4.	The statement of objectives of each committee, as well as its minutes must be made
		available by the chairperson of such sub-committee to any ISPAN member on request, provided that such member shall bear all expenses in respect of such request.

	11.	LEGAL PERSONALITY

	11.1	ISPAN shall be a juristic person capable of acquiring rights, incurring obligations, entering
		into legal transactions and of suing and being sued in its own name.

	11.2.	Immovable property acquired by the ISPAN shall be registered in the name of the Trustees.

	12.	ACCOUNTING

	12.1.	ISPAN shall not distribute any of its funds and property to any person and shall utilise its
		funds for the objects for which it has been established.

	12.2.	All moneys received on behalf of the ISPAN shall be deposited in one or more accounts.
		All payments to be made on behalf of ISPAN shall be made by cheque or any commercial instruments drawn on any such account or by cheques issued by the commercial bank with which a particular account is operated.

	12.3	All payments from any account must be authorized by the President.

	13.	INDEMNITY

	13.1.	Each member of ISPAN is indemnified out of and from the funds and property of the ISPAN,
		against all losses, charges, costs, damages and other liability which ISPAN may suffer or incur as a result of the person executing ISPAN duties, save to the extent that such person acted negligently or fraudulently.

	13.2.	No member of ISPAN shall be answerable or deemed to be in any way responsible for any
		act or default of any other member or for any deficiency or insufficiency of any title or security whatsoever taken by ISPAN.

	13.3.	No member of ISPAN shall be liable for any losses occasioned by the commercial bank or
		other persons with whom monies or securities of ISPAN are deposited or entrusted for safe custody, investment or otherwise, nor for any loss, misfortune or damage which may happen or take place in the execution of that member’s duties, save to the extent that such member acted negligently or fraudulently.

	14.	BANK ACCOUNTS

		The Board may from time to time open and maintain in the name of the Association a bank account or bank accounts at such bank or banks as they shall from time to time desire and may at any time pay any monies forming part of the Trust Fund to the credit of any such account or accounts or place the same on deposit with any bank or banks and all cheques and orders for the payment of money shall be signed by any of the following persons:

		President
		Director of Finance
		Executive Secretary

	15.	AUDITORS

		There shall be appointed annually a professional firm of Auditors to audit and certify the accounts and books of the Association. The Auditors shall be appointed by the Board of Directors subject to ratification of the Association at the Annual General meeting and shall be eligible for re-appointment.

	15.	DISSOLUTION

	15.1.	ISPAN may be dissolved by the Court on a petition brought for that purpose by:-

		- Fifty per cent of the members at a general meeting or at a special general meeting convened for that purpose provided that notice of the proposed resolution is given to members not less than 14 days before the date of the meeting.
		- one or more trustees
		the Board of Directors the Corporate Affairs Commission
	15.2	The grounds on which ISPAN may be dissolved are:-
		the aims and objects for which it was established have been fully realised and no useful purpose would be served by keeping ISPAN alive. that the body corporate is formed to exist for a specified period and that period has expired and it is not necessary for it to continue exist; that all aims and objects of the association have become illegal or otherwise contrary to public policy; that it is just and equitable in all circumstances that the body corporate be dissolved.
	15.2.1	Upon the dissolution of ISPAN, the Trustees shall, after making provision for the costs of
		dissolving ISPAN, distribute the accumulated funds of ISPAN to an Association not for gain with similar objectives to those of ISPAN, as may be determined by the Trustees in its sole discretion.

	16.	ALTERATION OF THE CONSTITUTION
		This Constitution or any part thereof may after two readings be altered by a resolution passed by 2/3 of financial members of ISPAN members present at a general meeting or a special meeting convened for this purpose, provided that at least 14 (fourteen) days’ notice of such special meeting is given to members.

	17.	SPECIAL CLAUSE
		The income of the Association shall whenever derived be solely applied towards the promotion of the objects of the Association as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to any member of the Association.

	18.	MISCELLANEOUS

	18.1.	ISPAN may not be used by any individual, representative, liaison body or industry sector
		to further its own business interests, outside the objectives of ISPAN.

	18.2.	ISPAN address lists may not be used for any purpose other than the business of the ISPAN,
		unless with the prior approval of the Board of Directors.

	18.3	No action may be taken against a member or a member’s representative, unless a report
		was tabled to the Board of Directors and reasonable opportunity was given to the member or the member’s representative to defend such member’s position.

	19.	LANGUAGE
		ISPAN shall conduct its business in the official language of the Federal Republic of Nigeria