DRAFT - CONSTITUTION OF OPEN SOURCE FOUNDATION FOR NIGERIA.

ARTICLE 1

GENERAL

SECTION 1:1. NAME
The name of the Foundation is Open Source Foundation for Nigeria. (OSFON) hereinafter called (The Foundation).

SECTION 1:2 NONPROFIT PURPOSES:
The Foundation is organized and shall be operated exclusively as a nonprofit, tax exempt organization dedicated to the purposes stated in its Articles of Association more particularly stated as follows:

SECTION 1:3. AIMS AND OBJECTIVES
- To raise awareness and promote understanding of the values and implications of open source software.
- To encourage Agencies Federal, State and Local Educators, N.G.O.S, and the Business Community to give equal priority to procuring Linux and open source software in all procurements.
- To work with Educational institutions of all levels in introducing “Open source in education” programmes.
- To partner with Education policy makers at all levels to produce Open source Curriculum that will encourage Local and International standards in software Development and Entrepreneurship.
- To provide effective voice to the government on behalf of the Open Source Software Community, private industry, academic and other non-profit organizations. etc

SECTION 1:4.i

REGISTERED OFFICE
The Foundation shall continuously maintain a Registered Office within the Federal Capital Territory (F.C.T) Abuja – Nigeria.

SECTION 1:4:ii

PRINCIPAL OFFICE
The Foundations principal administrative office (where its chief operating officer and Administrative staffs shall be located) shall be situated at such place as shall be determined by the Board of Trustees.

SECTION 1:4.iii
ADDITIONAL OFFICES:
The Foundation shall also have offices including regional/state offices, at such other places as the Board of Trustees may determine and as the activities of the Foundation required.

ARTICLE II

MEMBERSHIP

SECTION 2.1.
CLASSES OF MEMBERS:
The Foundation shall have two classes of members. One shall be called “Members” the second shall be called “Associate members” each shall have the rights and privileges subject to stated limitations, as set forth in this constitutions.

SECTION 2: ii.

QUALIFICATION OF MEMBERS:
The Foundation may accept as members only those organizations, Business interests, non-profit organizations whose area of interests are related to usage of Linux and open source software applications.

SECTION 2: iii
Membership shall be open to everybody irrespective of sexes, ethic, political and or religious creed or profession.

SECTION 2: iv.

ADMISSION PROCEDURE
Any individual, Nonprofit organization on entity wishing to join the Foundation as “member” or “Associate member” shall file it’s application for membership with the chief operating officer (coo) The application shall be made by following the application procedure as established by the Foundation and made available on the Foundations website i.e (www….) the application shall include a declaration by the applicant of it’s commitment to and the endorsement of the purposes and the objectives of the Foundation.

SECTION 2: v.

THE ENDORSEMENT:
The application shall be endorsed or attested to by at least two existing members of the Foundation (members or an Associate member).

SECTION 2: vi.

GRANTING OF MEMBERSHIP:
The Foundations Board of Trustees or Executives shall after reviewing the application and after due consideration of the coo decide whether the application for membership is meritorious and should be accepted. Admission to membership may be conditioned by the Board and effective only upon the applicants payment of dues and other levies. In the event that the Board rejects a membership application of an applicant, such applicant shall not be precluded from re-submitting the application after due compliance with reasons for the rejection of the initial application.

SECTION 2: vii.

MEMBERSHIP RIGHTS AND PRIVILEGES
Each members and Associate members shall have the right to:
- Participate in all the activities of the Foundation.
- Have the right to use the facilities of the Foundation upon a grievance
- Have the right to vote and be voted for.
- Have the right to receiving certificate of membership of the Foundation.
- Shall have the right to attend all meetings of the members and the right to nominate and be nominated to serve as a member of the Board; provided that the right to vote and be voted for shall be limited to those members in good standing as defined in this constitution.

SECTION 2: viii.

DUES AND LEVIES OF MEMBERS:
The dues and levies shall be set annually by resolution of the Board of Trustees and payments and time of payment shall be as stipulated in this constitution a member shall be deemed to be in good standing among other requirements if he has timely and is up to date with his dues, any members which has not paid it’s dues and other levies by the time limit as provided in this constitution, such member shall be deem not to be in good standing.

SECTION 2: vi

TERMINATION OF MEMBERSHIP
Any member may terminate its membership by issuing a 30 days notice, effective from the day the notice is received by the Coo; provided however such member shall remain liable for any unpaid dues and levies and shall not be entitled to any refund, including any peroration of already paid dues or levies of the applicable year.
No member may be deprived of its membership or have it’s membership terminated or suspended except for cause by action of the Board of Trustees, which may include:-
- A member ceases to satisfy the qualifications as stated in this constitution.
- The Foundation having the option to terminate a member for non payment of dues for a continuous period of the years as stipulated in this constitution after due reminder notice by the Coo.
- In the case of a member violating the constitution or other just cause of a substantive nature.

SECTION 2: vii
RE-ADMISSION OF MEMBER
Any member whose membership has been terminated or suspended may apply to the Board of Trustees/Executives for reinstatement of its membership, consistent with the re-admission procedure set out in this constitution.

ARTICLE III
SECTION 3:1

MEETINGS

GENERAL
Meeting of the members shall be held at such time and place as shall be fixed from time to time by the Board and through the procedure as spelt - out in this constitution. The president shall chair the meeting, in his absence the deputy or any other official delegated by the president.

SECTION 3:ii

GENERAL ASSEMBLY MEETING:
The Board shall in accordance with the time stipulated in this constitution shall call the ‘General Assembly Meeting’ the notice of the time and place of such General- Assembly Meeting and all other meetings shall be given by the Coo at least 30 days in advance, each member shall be afforded an opportunity to contribute to an agenda which shall be circulated to members 20 days in advance.
Minutes of the General Assembly and al other Meetings shall be kept and made available to the members of the Foundations website or otherwise.

SECTION 3: iii

SPECIAL MEETING OF MEMBERS:
Special meeting of the members may be called by the president, or a majority of the members upon a written request to the Coo. The notice of the time and place of such a special meeting shall state the time and place of such a special meeting and shall state the purpose or purposes and the agenda for such meeting.
Notice of such meeting shall be given in writing not less than 10 days prior to such meeting.

SECTION 3: iv:

QUORUM:
One third (1/3) of all members (in good standing) who may be present in person shall constitute a quorum at all regular and special meetings of the members for the transaction of business; if such quorum cannot be achieved at any meeting of the members, those members entitled to vote, though less than a quorum, shall have the power to adjourn the meeting from time to time until a quorum shall be attained.

SECTION: 3:
Members may participate in a general Assembly or other meetings of members or in committee by means of a conference telephone, voice, video or any similar communication equipment whereby all persons participating in the meeting can hear one another. Participation by conference telephone shall constitute presence in person at such meeting for purposes of a quorum.

ARTICLE IV

SECTION 4:

VOTING
When a quorum is present at any meeting the vote of a majority of members having voting power (as stated by this constitution) shall decide any question brought before such meeting, unless the question is one upon which a different or higher percentage vote is required by law. Votes may be cast at such a meeting by a show of hands, provided, however in the presidents direction or upon override of his ruling by affirmative vote of a majority of the members present, votes may be cast by written secret ballot.

SECTION 4a
VOTING BY SECRET BALLOT
Voting into the office of president, the office of the Executives shall be taken by ballot system.

SECTION 4b

TELE-CONFERENCE PARTICIPATION IN A MEETING
Members may participate in and vote at a regular or a special meeting of members by use of any means of communication by which all members participating may simultaneously hear one another during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting for purposes of a quorum.

ARTICLE V

ELECTION

SECTION5:
Nomination of candidates for the elective post of the National executive council shall be taken at the Annual general meeting.
(a). Only bonafide members (as recognized by this constitution) shall be eligible to vote and be voted for.
(b). An electoral committee of (3) bonafide members which shall include one member of the Board of trustees shall be elected at the AGM to conduct the elections and such committee for election purposes shall.
Bi. Organise and supervise all elections and bye-election with utmost good faith.
Bii. Exercise its power independently without any influence from the Executive council, but they shall be subject only to the provisions of this constitution.
Biii. They shall have the power to call for nomination of candidates and shall screen the candidates that indicated interest in all the offices, to determine their eligibility as contained in the section of this constitution.
Biv. The Board of Trustees member who shall be a member of the committee shall have the responsibility of announcing the result of the elections.
Bv. The Electoral Committee shall be a standing committee which shall be responsible for all election in a given year.

SECTION 5a.

VACANT OFFICE
An office shall be vacant if:-
(ai). The holder tendered his written resignation and such letter of resignation is accepted by a majority of bonafide members present at the next General Meeting.
(aii). The holder is removed from office for gross violation of this constitution or found guilty of fraud or embezzlement by any resolution of not less than 1/3 majority of bonafide members.
(aiii). The holder is found to be or become of unsound mind or incapable of performing the function of his office.

SECTION 5b
(bi). Notice of resignation shall be given to the chief operating officer (coo) or the president or the secretary not less than 14 days to the next General Meeting.

(bii). The standing election committee shall ensure that a vacant office is filled with dispatch.

ARTICLE VI
OFFICERS

SECTION 6a
The principal officers of the foundation shall consist of a president, secretary. The chief operating officer, Treasurer; all except the (Coo) shall be elected by the members.

SECTION 6ai.

The office of the President:
The president shall upon his election or nomination by the members shall be responsible for:-
(a). Setting the agenda, scheduling and presiding over the General Assembly, meetings and all Executive Committees of the foundation. In the event of a tie vote, the president may elect to break the tie with his or her vote in the absence of the president the secretary shall preside at the meeting and have the same responsibilities.
(b). The president shall have other rights, duties and powers as are authorized by the general Assembly from time to time.

SECTION 6B

TERM
The president shall be elected for a term of (5) years, the president may serve for only two consecutive terms.

SECTION 6c

SECRETARY
The COO (Chief Operating Officer) shall also serve as the secretary of the foundation, he shall attend all meetings unless expressly excused. He shall record or cause to be recorded all votes and the minutes of all proceedings in a book or electronic format of device to be kept for that purpose.
- He shall give or cause to be given such notice or notices as is required of all meetings.
- He shall have other rights, duties and powers as are authorized by the Board from time to time.

SECTION 6d

TREASURER
(i). The Treasurer shall supervise and be responsible for all the funds of the foundation.
(ii). He shall oversee the deposit of all money and other valuables to the credit of the foundation.
(iii). He shall oversee borrowings and compliance with the provisions of all indentures, agreements and instruments governing such facilities to which the foundation is a party.
(iv). He shall oversee the disbursement of funds of the foundation and the investment of its funds.
(v). He shall in general perform all the duties incident to the office of the treasurer and shall have such other rights, duties, and powers as are authorized by the Board from time to time.

SECTION 6e

COMPENSATION OF OFFICERS
All officers serve as volunteers without compensation, but they may receive reimbursement of reasonable expenses as may be determined and approved by the Board from time to time.

ARTICLE (VII)

FISCAL MATTERS

SECTION 7a.

DEPOSITS
The Board shall authorize the president to select Banks, Trust Companies or other depositories in which the funds of the Foundation and not otherwise employed shall from time to time be deposited to the credit of the foundation.

SECTION 7b

CHEQUES
All cheques, demands for money and notes and other financial transactions of the foundation shall be with the approval of the president.

SECTION 7c

GIFTS AND CONTRIBUTION
The president may accept on behalf of the foundation any contribution, gift, bequest or devise for the general purpose or for any special or specific purpose of the foundation. If such is consistent with the foundations general tax exempt purposes or as set forth in the constitutions of the foundation. The foundation shall reserve all rights, title and interest in and to control such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund. Equally the foundation shall retain sufficient control over all donated funds (including designated contributions) to ensure that such funds will be used to carry out the foundation tax exempt purposes.

SECTION 7d.

CONTRACTS
The president is empowered on behalf of the foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the foundation. Such authority can be general or confined to specific instances in furtherance of the tax exempt purposes of the foundation.

SECTION 7e.

PARTNERSHIP AND JOINT VENTURES:
The president is authorize to enter into any partnership or joint ventures that will advance the tax exempt purposes of the foundation as contained in the constitution.