a. The Board Members 

The Board is headed by the Chairman, while the Director and Legal Officer shall be compulsory members. The Director remains in charge of the organization as appointed by the Legal holder who is the Chairman. He is in charge of running the day to day affairs of the organization and he is assisted by the assistant Director they have all the right to employ staff in the running of the State Office.

b.  Composition of the Board Members 

The Organization has a Management Board of twelve members consisting of the Chairman, the Secretary,  Legal Adviser, as well as the Director coupled with other members. The Board remains the governing body of the Organization acting within the limits of this constitution. 

c.  Duties of The Board Members 

i. Run the affairs of the Association 

ii. Provides Rules and Regulations for the Organization 

iii.  Timely appraisal of the activities of the Organization 

Approve work plans and budgets

iv. Solicit funds for the Organization 

Supervise and manage project funds in accordance with the agreement of the donors

v.  Represent the Organization in both internal and external dealings and relations

vi. Inspect and consider the Organization annual account.

d.  The Board Chairman Who Is The Legal Holder

i.  He shall preside during Board and other National meetings

ii. He shall run the affairs of the Board

iii. He shall sign all formal documents of the Organization with the Director. 

e. The Executive Director 

i. He shall deputize for the Chairman when he is unavoidably absent 

ii. He shall carry out other functions as may be assigned to him by the Chairman from time to time.

f. Secretary 

i. The Secretary shall record all meetings of the Board and the Association. 

ii. He shall ensure the issuance and and delivery of notices, letters etc. by the Director. 

iii. Preserve records of the Organization in collaboration with the Directors.

iv. He shall carry out other functions as may be assigned to him by the Chairman from time to time.

v. He could also be assisted in carrying out his functions by the office Secretary of the  Commission. 

g. Secretariats

The Association PIA Obaseki Foundation have her Headquarters  in Benin City where every operations and Projects Execution are planned.

h. Other Committees

i. The Board members may set up other adhoc  committees on short term basis when necessary to address specific issues of concern which may arise from time to time. The Management Board shall determine the terms of reference and membership of such committees. 

I.  Board Meetings and Venues

There shall be two Management Board Meetings annually,  second quarter of the calendar year, and last quarter of the calendar year. This meeting holds at the secretariat. 

* The Board Meetings

The Management Board shall preside over all Management Board Meetings or as delegated.

Agenda of Board Meetings 

They shall determine the agenda for the meeting in consultation with the Director and other Board members may contribute as necessary.  Written notice of the meeting and items to be considered at the meeting shall be sent through the email address of each Board Members. 

Quorum

Quorum at the Association Board meetings shall require the participation in person or written consent of at least two-third (2/3) of the Board Members in function. 

During the first Board Meeting every year the Board shall receive the financial report of the Organization for the previous year.

Decision Making

Chairman’s  Approval 

i. As much as possible decisions of the Management Board meetings shall be arrived at by the approval and consent  of the Chairman.

Funds

The funds to run the programs of the Organization may be determined by the board as follows:

Income

i.    Donations and grants 

ii.   Fund raising 

iii.  Gifts and legacies

Other receipts and benefits as may be determined by the Board.

The funds of the Organization may only be used for the objectives of the Organization as set forth in the constitution. 

The Board authorizes the opening of Bank accounts and authorize appropriate persons to be signatories to those accounts for the purpose of efficient functioning of the association.

The Commission Account 

There are two accounts for the Commission, approved by the Chairman.  The signatories to the accounts shall be any two or the three persons among the following,  the Chairman,  the Director,  the Finance Administrator and the Program Manager.

Budget

The Annual budget shall be reviewed and approved by the Management Board.

The budget shall take into considerations:

i.  Overhead Cost

ii. Project Cost

iii. Office Maintenance 

iv.  Personal Cost

v.   Other Cost to be determined by funding opportunities eg. Partners and donors.

Financial Reports

The Financial year of the Organization my commensurate with that of the funding partners.

The Director in consultation with the office accountant shall provide the Board with quarterly financial report of income and expenditure, sources and uses of funds and other reports as may be required by the Board.

Auditing Functions

External  Auditor

An external auditor shall be appointed at the Board meeting to audit and ascertain the true financial position of the Association for the following year. All the Association accounts, records, and documents shall be open to inspection by the auditor at any time. The Director shall produce accounts of receipts,  payments,  statement of assets and liabilities made up to date before the date of Annual General Meeting. The auditor shall examine such annual General accounts and statements and either certify that they are correct, duly vouched and in accordance with the law or report to the Association in what respect they are found to be incorrect, wrongly vouched or not in accordance with the law.

A copy of the auditor ‘s reports on the accounts and statements together with such accounts statements shall be furnished to all members of the management Board at the same time as the notice conveying the Annual Board Meeting is sent out.

An external auditor may be paid such honorarium for his/her duties as agreed by the external auditor and the Management Board.

An external auditor shall not not be an office bearer or member of the committee of the Organization.

Common Seal

The Association shall have a common seal. All documents to be executed by the Board shall be signed by the Board Chairman or his delegate and the Director  or the Direand the Program Manager as the case may be.

Regulations 

The Board is authorized to establish rules, regulations and procedures concerning any issues not stated in this constitution and the governing by laws, provided they are not inconsistent with this constitution. 

The Board may change or cancel regulations,  procedures and bye-laws that are inconsistent with this constitution.

Discipline 

Member of staff default of his/her duties in relation to the organization shall be subject to disciplinary procedures and be be suspended by the Director.

All staff are to be in the office by 8am to 4pm unless otherwise. 

Any staff who default up to five times in a month without cogent reason, a minimum of N2,000 (two thousandnaira) shall be taken away from his /her monthly salary. 

Absent from work  without permission shall not be tolerated by the organization,  any member found guilty a minimum of N5,000.00 (five thousand naira) shall be deducted from his monthly salary or allowance.

Communication Structure 

The following shall be the accepted channels of communication for the Association: Email, Telephone,  Person to person contact  Courier and postal services.

Dissolution 

The Organization shall only be dissolved in accordance with the provisions of PART C, SECTION 691, Companies and Allied Laws Matters Acts CAP 59, Laws of the Federation of Nigeria  1990 and in accordance w the provisions of the constitution of the Federal Republic of Nigeria.