BY-LAWS OF THE SOCIETY FOR OCCUPATIONAL SAFETY AND ENVIRONMENTAL HEALTH (SOSEH)

MOTTO: PROMOTING HEALTHY ENVIRONMENT

PREAMBLE:
The health of the environment has a far-reaching influence on the health of man. In Nigeria, little attention is given to this very important aspect. Society for Occupational Safety and Environmental Health is formed to encourage, sensitize and educate the Society on the essence and benefit of maintaining and living in a healthy environment. Land, sea and air are constantly exposed to pollution making man susceptible to various forms of avoidable health hazards. The Society for Occupational Safety and Environmental Health seeks to promote a healthy environment and safety-oriented occupational ethics.

The SOCIETY FOR OCCUPATIONAL SAFETY AND ENVIRONMENTAL HEALTH (SOSEH) is a registered, non-governmental, non-religious, non-political and non-profit making Society.

ARTICLE I
MEMBERSHIP
1. The Society shall be open to the academia, policy makers, students and other stakeholders in environmental matters.

2. There shall be three categories of membership.

a. Full members: The academia, policy makers and other experts in environmental matters.

b. Student members: Students in higher institutions interested in environmental matters.

c. Institutional Members: Corporate bodies such as research institutes, private companies, finance houses and other institutions that have interest in environmental matters.

3. The categories of membership are without prejudice to the power of the Society to create, reduce or otherwise amend the existing membership.

ARTICLE II:
PROCEDURE FOR ADMISSION OF MEMBERS

1. This shall be by written application. Prospective members shall be expected to complete an application form designed for this purpose.

2. When a candidate has completed the relevant forms and has been judged by the membership committee to be fit for admission into the Society, his (her) name shall not be added to the register until he (she) has paid the membership and the annual dues within three calendar months from the day of the notification that his (her) application has been accepted or within such further time as the membership committee may grant upon social cause. Failure to comply shall render the membership void.

3. The membership committee shall in all cases have absolute discretion in deciding eligibility of membership of the Society.

4. A member may withdraw from the Society by giving a minimum of one month notice in writing duly signed, to the secretary after having duly discharged his (her) outstanding responsibilities to the Society.

5. Upon removal of any member as in Article 2 Section 4. The member shall not be entitled under any condition to any repayment of dues or payment made or any part thereof, whether paid for the current year or for a year in advance or otherwise.

6. The rights of member shall be personal and shall not be transferable. Membership shall cease upon the death of a member or upon the member failing to pay the dues by the first three months of each calendar year. Nothing therein contained shall prejudice the rights of the Society to claim payment of the full amount of the dues which the member shall be undertaken to pay or prevent the member from again becoming eligible for membership.

7. Any member may be removed from the Society by a resolution of the Society passed by least two thirds of the members of the Society present and voting at the Society’s general meeting.

ARTICLE III
MEMBERSHIP DUES, DUTIES AND RIGHTS
1. Membership dues:
a. Every member of the Society shall be bound to pay a membership fee and such annual dues and other levies as shall from time to time, be prescribed by the Society at a general meeting. Membership fees shall be as follows:

b. Membership registration for full members. Annual subscription fee paid in the ratio of 4:1 to the National Executive Committee and chapters of the Society.

c. Student membership registration. Annual subscription for students. All students’ fees shall be paid to the National Executive Committee.

d. Institutional membership registration. Institutional subscription fee shall also be payable to the National Executive Committee.

e. The values of these fees shall be proposed for re-affirmation or change to any given value by the executive committee and passed by a majority of at least two-thirds of the members of the Society present and voting at the Society’s general meeting.

2. Duties of members: Members shall attend and participate actively in all the programs and activities organized by the Society at national and chapter levels aimed to achieve the objectives of the Society.

3. Rights of members: All financially- up- to date members of the Society have the rights to vote and be voted for.
Members shall benefit from journals and other products of the Society upon payment of prescribed dues.
ARTICLE IV

MEETINGS
1) There shall be at least one annual general meeting (AGM) at such time and place as may be determined by the Society and shall specify the meeting as such in the notice calling it, provided that every annual general meeting except the first shall be held not more than 15 months after holding the preceding Annual General Meeting. The Annual General Meeting shall be the supreme policy making body of the Society.
2) During the annual general meeting, provisions may be made for a conference or workshop as may be determined by the Society, during which papers shall be presented and discussed. There shall also be a business session.

3) All general meetings, other than the annual general meeting, shall be called extraordinary general meetings.

4) The Society may, whenever it deems fit, convene an extraordinary general meeting at the written request addressed to the secretary, of at least one-third of the full members. The quorum for such an extraordinary general meeting shall be 50% of the full membership of the Society.

5) No business of the Society shall be transacted unless the quorum is formed. A quorum shall be deemed to have been formed when 30% of the members are present with at least 3 being members of the Executive Committee.

6) Six months notice in writing in the case of Annual General Meeting, thirty days in writing in any other case shall be given to each member specifying the time, date and place of intended meeting together with a statement of the business to be transacted.

7) The Society shall receive and discuss the report of the Executive Management on the activities of the Society during the AGM

8) The appointment of Honorary Members shall be presented by the Executive Committee for ratification at the AGM

ARTICLE V
QUORUM
Unless otherwise specifically stated, one-third (1/3) of the members of the Society shall form a quorum at any meeting.

ARTICLE VI
ELECTIONS
1. A three-man Electoral Committee shall be appointed to conduct elections after the outgoing President has formally dissolved the House.

2. All elections of officers shall be by secret ballot at the business session of the Annual General Meeting.

3. All officers of the Society shall be eligible for re-election, but no elected officer may hold the same office for more than two consecutive terms.

4. Only full members who have paid their annual dues/subscription/levies shall be eligible to vote and be voted for.

5. Save as otherwise provided herein, voting at all meetings of the organization shall be by secret ballot.

6. Save as otherwise provided herein, decisions shall be taken on a simple majority of all members present and voting; with the Chairman of the meeting casting the deciding vote in the event of a tie.

ARTICLE VII
OFFICERS AND THEIR FUNCTIONS

The Society shall have the following as officers namely: the president, vice-president, secretary, assistant secretary, treasurer, financial secretary, public relations officers, two auditors and two ex-officio members. The officers of the Society shall be elected at the Annual General Meeting and they shall perform the following functions:

a. THE PRESIDENT
The President shall be the Chief Executive of the Society whose duties shall include:

i. Responsibility for the management and control of the Society.

ii. In conjunction with other members of the Executive Management, appointment of Chairmen and members of Committees subject to the approval of the house.

iii. Preside over all meetings of the Executive Management and the general house

iv. Be a signatory to the Society’s bank accounts.

b. THE VICE PRESIDENT

i. Deputize and act for the President in the absence of the President.

ii. Assist the President in carrying out all his/her functions;

iii. Supervise and coordinate the activities and duties of various committees

iv. Perform any other function as may be assigned by the President.

c. THE GENERAL SECRETARY
Shall be the Chief Administrative Officer of the Society, whose duties shall include:

i. Carrying out the day-to-day administration of the Society.

ii. In conjunction with the President, summon meetings prepare agenda and keep record of meetings of the Executive Management, the Board and the general house.

iii. Be responsible for the safety and custody of the Society’s common seal, which shall be produced when required.

iv. Serve as Secretary to the Board of Trustees;
v. Be a signatory to the Society’s bank accounts.

vi. Perform other functions as are incidental to his her functions or as assigned by the President.

d. THE ASSISTANT SECRETARY

i. Deputize for and assist the General Secretary in all his/her duties and shall act in his/her place during the absence of the General Secretary.

ii. Carry out such other duties as may be assigned by the General Secretary/President.

e. THE FINANCIAL SECRETARY

i. Collect registration fees, annual dues and other monies or funds accruing to the Society.

ii. Keep proper and accurate record of all income and expenditure of the Society

iii. Hand over all dues, fees or other monies of the Society to the Treasurer within seven (7) days of collection.

iv. Submit quarterly financial reports to the Executive Management and the general house.

v. Keep an imprest account as may be prescribed by the Executive Management for sundry use of the Society.

vi. Effect all authorized disbursements.

vii. Carry out such other functions as may be assigned by the President.

f. THE TREASURER

i. Collect all dues, fees and other monies of the organization from the Financial Secretary.

ii. Keep in proper custody and pay into the Society’s bank account, all monies collected, within 48 hours.

iii. Be the custodian of Society’s cheque book

iv. Keep a true and accurate record of account of the Society’s receipts and expenditure.

v. Be a signatory to the Society’s accounts.

g. THE PUBLIC RELATIONS OFFICER

i. Be responsible for publicizing the Society’s activities

ii. Act as liaison officer between the Society and the general public.

h. THE EX-OFFICIO MEMBERS
Shall be elected by the Society at its Annual general meeting

ARTICLE VIII
APPOINTMENT OF AUDITORS
The Society shall appoint auditors to audit its account at least once in every financial year.

Not less than two auditors shall be appointed at its general meeting.

Auditors so appointed shall hold office for a year but shall be eligible for reappointment for a further term of one year

ARTICLE IX

TENURE OF OFFICE
All elected officers shall have tenure of two years in the first instance and shall be eligible for re-election for another two years and no more.

ARTICLE X

BOARD OF TRUSTEES AND COMMITTEES
The Society shall have the following: a Board of Trustees and Committees (the Executive Committee, Publication Committee and Zonal Committees).

ARTICLE XI

BOARD OF TRUSTEES
1. The Society shall have constituted a body of not more than seven members, into a Board of Trustees.

2. The Board as constituted above shall be known as “THE INCORPORATED TRUSTEES OF SOCIETY FOR OCCUPATIONAL SAFETY AND ENVIRONMENTAL HEALTH”.

3. APPOINTMENT OF TRUSTEES
(a) The Trustees of Society for Occupational Safety and Environmental Health (SOSEH) for the purpose of the Companies and Allied Matters Act 1990, Part C shall be appointed at a General Meeting of the Society in which one third (1/3) Members of SOSEH shall form a quorum of the meeting charged with the responsibility of selecting the Trustees.

(b) Such Trustees (hereinafter referred to as “The Trustees” shall be seven in number and shall be known as “THE REGISTERED TRUSTEES OF SOCIETY FOR OCCUPATIONAL SAFETY AND ENVIRONMENTAL HEALTH (SOSEH)”.

(c) The Trustees may hold office for a period of 5 years after he/she may be reappointed but shall cease to hold office if he/she:-
i) Resigns his office
ii) Ceases to be a members of the registered Trustees of SOSEH
iii) Becomes insane
iv) Officially declared bankrupt
v) Convicted of a criminal offence involving dishonesty by a court of competent jurisdiction.
vi) Is recommended for removal from office by a board of Governors’ and Trustee’s majority vote of members present at any general meeting of SOSEH or
vii) Ceases to reside in Nigeria.

(d) Upon vacancy occurring in the number of Trustees, a general meeting will be held to appoint another eligible member of SOCIETY FOR OCCUPATIONAL SAFETY AND ENVIRONMENTAL HEALTH (SOSEH) as a trustee.

4. DUTIES
a. The Board shall cause an application to be made to the Registrar-General of Corporate Affairs Commission for registration under Part C of the Companies and Allied Matters Act, Cap 59, Laws of the Federation of Nigeria, 1990

b. The Board shall meet at least twice in a year or as regularly as may be recommended by Executive Committee to review the activities of the Society.

c. The Board shall at its discretion appoint its own chairman and prescribe its own regulatory rules as may be expedient.

d. The General Secretary of the Society shall also serve as the secretary to the Board.

e. All properties of the Society moveable or immovable shall be vested in the Board.

f. The Board shall have powers to lease, acquire, hold, and otherwise deal in trust with all landed properties of the Society.

g. The Board may assign all or any of its functions to the Executive Committee.

ARTICLE XII

ADMINISTRATIVE AND OPERATIONAL GUIDELINES
1. For the general administration and smooth operation of the Society, the Board of Trustees shall draw up administrative and operational guidelines, which shall guide the Society.

2. The guidelines shall be binding on all members of the Society.

ARTICLE XIII

EXECUTIVE COMMITTEE OF THE SOCIETY
1. The Executive Committee which is responsible to the general meeting for executing the policy and administering the Society shall consist of all elected officers and chairmen of committees of the Society as enshrined in the constitution.

2. DUTIES AND POWERS OF THE EXECUTIVE COMMITTEE

In managing the business of the Society, the Executive Committee shall be vested with the following powers and duties:-

a. To manage and superintend the affairs of the Society and act in the name and on behalf of the Society.

b. To constitute standing committees and or ad-hoc committees necessary for the effective discharge of its duties.

c. It may exercise all its powers to appoint and transfer thereto, the management of the Society’s affairs to a Management Secretary and such other personnel as it may deem necessary for the effective conduct of the business of the Society and for the purpose of running a functional Secretariat under such terms and conditions as may be contracted thereon.

d. It shall arrange for elections, and submit the names of the Society’s auditors for approval at the Annual General Meeting.

e. It shall arrange for election of Chairmen of committees and Editor-in-Chief and appoint other members of the Editorial Board.

f. It may establish such bodies as may be necessary for carrying out the aims and objectives of the Society.

ARTICLE XIV
PUBLICATION COMMITTEE

1) The Society’s professional journal and/or magazine, bulletin, newsletter shall be published under the supervision of an editorial board composed of Editor-in-Chief who shall be the chairman or the publication committee and six other members

2) Editor-in-Chief shall be elected at the Annual General Meeting for a period of three years and shall be subject to re-election for another three years. The secretary shall be appointed from the membership of the committee.

3) The Editor-in-Chief shall present an annual report to executive committee which shall be tabled before the Annual General Meeting. The report shall be made available at the AGM.

ARTICLE XV

THE ZONAL COMMITTEE

1) The Society shall be grouped into six zones namely: south-south, south-east, south-west, north central, north-east and north-west. A zone shall create chapters where it has adequate number of members and present for approval by the Executive Committee at an Annual General Meeting.

2) The zone shall have a coordinating chairman to be appointed by the executive committee for a period of three years and shall be subject to re-appointment for another three years. The chairman shall coordinate the activities of the chapters within the zone and work with the chapters to accept the hosting rights for the Annual General Meeting.

3) The zonal chairmen shall present annual reports to the Executive Committee which shall be tabled before the annual general meeting. The reports shall also be made available at the AGM

4) The zones shall have the following committees to aid in the pursuit of the objectives of the Society:

a) Health impact committee.

b) Education training committee.

c) Information management committee.

d) Impact assessment, monitoring and control committee.
ARTICLE XVI

FINANCES
1) The Society shall derive its revenue from the following sources:
a) Internally generated funds from governmental and non-governmental agencies.
b) Grant awards from national and international organizations.
c) membership registration and dues.

2) The national Society’s account shall be under savings with the First Bank of Nigeria Plc or any other indigenous bank recommended by the Executive Committee and approved by the Annual General Meeting.

3) The president, general secretary and the treasurer shall together be signatories to the Society’s account. However, the treasurer and either the president or the general secretary shall sign the checks.

4) All members of the Society shall on admission pay a registration fee as may from time to time be prescribed by the Executive Committee.

5) An annual dues or subscription, as may be determined by the Executive Committee from time to time, shall be payable by all members.

6) Other sources of income or finance of the Society shall include but not limited to gifts, projects’ levies, professional fees, donations and or grants from individuals, corporate bodies, funding agencies, governments and international organizations.

ARTICLE XVII
HEADQUARTERS
The Headquarters of the Society shall be located, at any point in time, where the National President is based.

ARTICLE XVIII
AMMENDMENTS OF THE BY- LAWS
Amendments shall only take place during an Annual General Meeting. If an amendment to the Constitution of the Society is intended, the proposer shall give at least 30 days notice in writing of the intended amendment together with a concise statement of the proposed amendment to be circulated to members at least 14 days before the meeting at which the amendment is intended to be made.

Every proposed amendment shall be seconded by at least two full members who shall signify in writing their support for the proposed amendment.
The proposed amendment shall only be approved by a majority of at least two-thirds of the members at the meeting provided a quorum has been formed.

ARTICLE XIX
Constitution drafting committee 2000

V. J. Umoh Chairman

E. C, Okolocha Secretary

A. Owona Member

C. A. Okuofu Member

Y. K. E, Ibrahim Member

M. O. Awogbade Member

Date of Adoption 29th November, 2000