IN THE NAME OF ALLAH, THE MERCIFUL, THE GRACIOUS
CONSTITUTION AND ARTICLES OF AGREEMENT OF THE INSTITUTE OF ISLAMIC FINANCE PROFESSIONALS
WHEREAS
CHAPTER I. NAME, STATUS AND LOCATION
Article 1: NAME
The body is hereby established and shall be known as the “Institute of Islamic Finance Professionals” (hereinafter, the “IIFP”).
Article 2: STATUS
The IIFP shall have a separate legal personality limited by guarantee.
Article 3: LOCATION
The IIFP shall be established and operate as a National body through her state Coordinators in each state except for Lagos and Abuja which is the Annex to the Lagos Secretariat.
The host country of the Secretariat shall ensure that the IIFP and its constituent organs (as set out in Article 5) shall be exempted from all taxes, duties, fees and levies, and shall be granted other immunities and privileges in respect of its assets, properties, incomes and operations.
CHAPTER II. OBJECTIVES AND MEANS OF IMPLEMENTATION
Article 4: OBJECTIVES
The objectives of the IIFP are:
To create better awareness regarding the propositions of Islamic finance;
To foster excellence in academics and professional practice in Islamic finance through the promotion and development of professional talent and expert in all spheres of Islamic non-interest financial service industry’;
To issue proficiency/membership certificate or Certificate of Attendance to the participants’
To determine the acceptable knowledge, skills and experience to attain by persons seeking recognition as Islamic/non-interest finance professionals and experts in Nigeria;
To do all such other lawful things as may be considered to be incidental or conducive to the attainment of the above objects or any of them.
Article 5: MEANS OF IMPLEMENTATION
5/1 Publishing introductory literature, books, periodicals and Islamic Fiqh Encyclopedias, studies and research and other modem means of publication.
5/2 Organizing conferences, seminars, lecturers, meetings and workshops to realize the Institute’s objectives.
5/3 Co-operating with competent authorities to promulgate laws regulating Islamic banks and financial institutions and related Islamic bodies and encouraging the issue of government and non-government financial instruments.
5/4 Creating a database to project the Institute’s mission and Islamic financial and economic action very strongly and efficiently through various available technologies.
5/5 Participating in the formulation of training programs to improve the professional standards of Human Resources power in the Islamic banking and financial fields.
5/6 Supporting the activities of Islamic financial institutions through the innovation of new financial products that satisfy market needs, and also by putting in place procedures and quality standards for Islamic financial products.
5/7 Developing a Code of Ethics for the Islamic financial industry to ensure its safety and protection.
5/8 Performing any duties that further attain the Institute objectives.
CHAPTER III. THE STRUCTURE OF THE IIFP
Article 5/1
The IIFP shall have a permanent structure comprising the following constituent organs:
The constituent organs referred to above shall have the powers and duties set out in this Agreement.
Article 6: COMPOSITION AND POWERS OF THE GENERAL ASSEMBLY
Article 6: General Assembly: Composition
6/1 The General Assembly is the Institute’s supreme authority and shall be composed of the members of the Institute and listed in Article 1 of this Agreement.
6/2 The first General Assembly of the Institute shall meet for the purposes of implementing this Agreement. It shall have the power to admit members from other categories in accordance with the conditions of membership.
Article 7: Powers of the General Assembly
7/1 Approval of amendments of the Articles of Association of the Institute.
7/2 Approval of applications for admission of new members of the Institute. The Chairman of the Governing Council may, in principle, approve membership applications before these are submitted to the General Assembly for final approval.
7/3 Election of members of the Governing Council.
7/4 Approval of the Institute’s final financial accounts.
7/5 Appointment of the external auditor.
Article 8: General Assembly Meeting
8/1 The General Assembly shall be convened at least once a year at the invitation of the Chairman of the Governing Council or at the request of 25% of the members who have the right to vote. The quorum necessary for convening a valid meeting of the General Assembly shall be the presence of at least 50% of the members who have the right to vote.
8/2 Resolutions of the General Assembly shall be issued by the absolute majority of members present thereat, except for amendments to the Agreement, which requires the agreement of two thirds of the attending members who have the right to vote.
8/3 Any member may delegate other members, in writing, to represent him in attendance and voting.
8/4 Where the quorum referred to in 8/1 above is not satisfied, the General Assembly shall be called for another meeting to be convened within not more than two months. This other meeting shall be valid in the presence of no less than 40% of the members who have the right to vote.
Article 9: The Governing Council
The Governing Institute is the supreme executive authority of the Institute. It shall draw up executive policies and plans to realize the Institute’s objectives.
The Governing Council shall manage the Institute’s affairs. For this purpose, it may undertake any activities save those reserved in the Articles of Association for the General Assembly’s approval beforehand.
Article 10: Composition of the Governing Council
The Governing Institute shall be composed of
The General Assembly shall elect the other members for a term of three years, which may be renewed. The date of first meeting of the Governing Institute shall be the commencement date of the membership of the members in their first term.
Article 11: Powers of the Governing Institute
11/1 Drawing up the general framework for the policies and plans of the Institute.
11/2 Confirming regulations governing the Institute’s activities.
11/3 Confirming programs and plans, which realize the Institute’s objectives.
11/4 Reviewing the reports submitted by the Institute’s sub-committees and members’ suggestions and adopting appropriate decisions related thereto.
11/5 Approval of the draft annual budget and recommending ratification of the
Institute’s final accounts and annual report.
11/6 Approval of the donations, grants, bequests and Waqf for the Institute and management of its financial and Waqf resources.
11/7 Implementation of the resolutions and recommendations of the General Assembly of the Institute.
11/8 Approval of opening branches and regional offices for the Institute.
11/9 Approval of the appropriate managerial hierarchy.
11/10 Appointment of the Registrar.
11/11 Determination of subscription fees and granting exemptions in cases decided by the Institute.
Article 12: Meetings of the Governing Institute
12/1 The Governing Institute shall meet at least once every six months at the invitation of its Chairman, or on the request of one third of its members to review urgent matters.
12/2 The Governing Institute shall elect, during its first meeting, a Chairman and Deputy Chairman for Five years. The Chairman and Deputy Chairman may not be elected for more than two successive terms. The Chairman shall have the following powers:
12/2/ A- The Chairman of the Governing Institute shall be the Chairman of the Institute, and he shall represent it towards third parties. He may delegate others to act on his behalf. He shall chair the meetings of the General
Assembly and the Governing Institute and sign the minutes of meetings.
12/2/ B- The Deputy Chairman of the Governing Institute shall have the same powers of the Chairman of the Governing Institute in his absence.
12/3 The meeting of the Governing Institute shall be valid if attended by the majority of its members in person or by proxy.
12/4 Resolutions of the Governing Institute shall be adopted by the majority of the votes of members present thereat. In case of a tie, the Chairman shall have a casting vote.
Article 13: The Secretariat
The General Secretariat shall comprise the Registrar and the technical and administrative units of the Institute.
Article 14: Conditions of Appointment of the Registrar
The Governing Institute shall appoint a full-time Registrar for the Institute who shall not be a member of the Governing Council. The Governing Institute shall determine the Registrar’s salary, benefits and terms of service. To be eligible for appointment as Registrar, a person must fulfill the following conditions:
14/1 He must hold a suitable academic qualification, preferably in a discipline related to the field of Islamic banking and financial institutions.
14/2 Preference shall be given to the person who has practical experience in the field of Islamic banking and finance.
14/3 He must be capable of carrying out his duties in both of or either in Arabic or English language.
Article 15: Powers and Duties of the Registrar
The Registrar is the Institute’s executive director and shall perform the following duties:
15/1 Co-ordinating the activities of the General Assembly, the Governing Council and sub-committees. He shall take measures to ensure the implementation of the resolutions adopted by any of these bodies and follow up their implementation.
15/2 Running of the day-to-day affairs and activities of the Institute.
15/3 Co-ordination and supervision of the studies, publications, booklets and reports issued by the Institute.
15/4 Strengthening ties between the Institute and other organizations having similar objectives, as well as between the Institute and other Islamic financial institutions.
15/5 Preparing the Institute’s future plans and its annual budget and submitting them to the Governing Council for discussion prior to their approval.
15/6 Proposing employment rules for the Institute and submitting them to the Governing Council for discussion prior to their approval.
15/7 Appointing members of the technical and administrative units according to the approved plan.
15/8 Preparing the Governing Council’s report and the financial statements and submitting them to the Governing Council for discussion prior to their approval.
15/9 Acting as rapporteur for the General Assembly and the Governing Council and attending their meetings and taking part in discussing the topics listed on their agendas but without having the right to vote thereat.
15/10 Undertaking any other function assigned to him by the General Assembly or the Governing Council.
Article 16:The Registrar shall undertake to maintain the following registers at the
Institute’s Headquarters
16/1 A register for Individual and Corporate members of the Institute working in Islamic banks and financial institutions and related Islamic organizations which are members of the Institute and recording full details about each member.
16/2 A register containing the minutes of meetings of the Governing Council which must be signed by the Chairman and the Registrar.
16/3 Maintain the necessary books and records, in accordance with rules and regulations. He may also maintain whatever registers he deems necessary to ensure smooth running of business.
Article 17: Sub-Committees
The Board of Directors may form sub-committees from among its members or from others, and shall determine the number of members of each sub-committee and its terms of reference and the manner in which it shall conduct its business. Their studies and research shall be submitted to it to determine the necessary action.
Article 18. Composition of Advisory Groups
For the Institute, the following advisory groups are established:
Article 18 (a): Academic and Accreditation Advisory Group
Article 18 (b): Composition of Advisory Group: Islamic Banking Advisory Group
Article 18 (c): Composition of Advisory Group: Islamic Insurance (Takaful) Advisory Group
Article 18 (d): Composition of Advisory Groups: Shariah Advisory Group
Article 18 (e): Composition of Advisory Groups: Zakat and Awqaaf Advisory Group
CHAPTER IV. CATEGORIES OF MEMBERSHIP
Article 19: Membership Categories
There shall be three categories of membership of the IIFP:
Article 20: Council’s Financial Sources
The Council’s sources of finance shall consist of the following:
20/1 Membership fees and annual subscription fees.
20/1/ A – Membership fees to be paid once by each of the member after he is
registered or re-registered as member of the Institute
20/1/ B – Subscription fees of members.
20/2 Grants, donations, bequests and Waqf approved by the Board of Directors.
20/3 Proceeds of publications, training workshops and services provided by the Council.
20/4 Profits earned from investing the Institute’s funds.
20/5 Fees charged by the Council for the services it provides.
20/6 Any other sources of finance to be approved by the Board of Directors.
Article 21: THE BUDGET
The IIFP shall have an annual budget which shall be prepared by the Registry and approved by the Institute. The budget shall comprise membership fees, grants, contributions, donations and other funds received by the IIFP. When preparing the budget the Registry shall take into account the financial position of IIFP.
Article 21/1
The Secretariat shall submit the draft budget to the Institute at its meeting prior to the beginning of the financial year of the IIFP.
Article 21/2
The final version of the budget shall be approved by the Institute and shall be adhered to by all the bodies of and individual members of the IIFP.
Article 22: ACCOUNTS
Article 22/1
The financial year of the IIFP shall be 1st January to 31st December.
Article 22/2
The Secretariat shall maintain the books and records and be responsible for the preparation of the accounts of the IIFP.
Article 22/3
In addition to preparing annual financial statements, the Institute shall determine what additional accounting information shall be provided by the Secretariat.
Article 22/4
The annual audited financial statements shall be prepared no later than March 31st of each year according to International Accounting Standards where relevant Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) standards do not exist.
Article 22/5
The Secretary-General shall establish an internal audit within the Secretariat unless otherwise decided by the Institute.
The financial statements shall be audited by a recognized accounting firm selected by the Secretariat and agreed by the Institute and approved by the General Assembly.
The General Assembly shall approve the annual audited financial statements of the IIFP.
CHAPTER V. INTERPRETATION, DISPUTES SETTLEMENT
Article 23
All issues relating to the interpretation of this Agreement, the by-laws of the IIFP and any disputes between the IIFP and a member or between members in relation to the IIFP shall be referred to the Institute.
Article 24
Any dispute which arises should be resolved by consultation based on the principles of Islamic brotherhood and solidarity.
Article 25
Where the parties concerned fail to resolve the dispute in accordance with Article 48, the matter should be referred to a Disputes Settlement Committee established by the Institute.
The Disputes Settlement Committee shall be empowered to hear submissions from all the parties to the dispute and others in such manner as the committee shall deem appropriate in all the circumstances. The Disputes Settlement Committee shall then issue its decision in writing and communicate the same to all the relevant parties.
Article 26
The decision of the Disputes Settlement Committee shall be binding on all the parties and there shall be no further right of appeal.
CHAPTER VI: ADMISSION TO MEMBERSHIP
Article 27
Applications to join the IIFP shall be submitted to the Secretariat. The Secretariat shall then report on the application to the Institute at its next meeting and make its recommendation on whether or not to admit the applicant.
The Institute shall determine whether the applicant shall be admitted as a member of the IIFP and the Institute may, where it deems fit, admit an applicant which qualifies as a Full Member or an Associate Member as an Observer Member notwithstanding Article 11.
Following the approval of the Institute, the applicant shall formally become a member of the IIFP upon its entry into a membership agreement under which the IIFP admits the applicant as a member and the applicant agrees to be bound by and perform its obligations under this Agreement.
Notwithstanding anything to the contrary, the Institute may, in such special circumstances as it may determine, admit any applicant as a member in the specific category of membership which the Institute deems fit.
CHAPTER VII. WITHDRAWAL
Article 28
Any member may resign and withdraw from the IIFP effective upon six months’ notice of intention to do so to the Secretariat. The Secretariat, acting upon the direction of the Institute, may impose any such reasonable conditions upon the withdrawal as it may determine, provided that no such condition would result in the withdrawing member being required to remain a member of the IIFP for more than six months after giving notice of its intention to withdraw.
CHAPTER VIII. CANCELLATION OF MEMBERSHIP, SANCTIONS, PENALTIES
Article 29
A proposal for cancellation of membership or sanction or penalty of any member shall require a petition of two-thirds of the Full Members of the General Assembly. Subsequent to such a petition and provided that at least all three-quarters of all Full Members have consented, the General Assembly may (i) cancel the membership of any member or (ii) impose such other sanction or penalty upon any member, each upon such terms and conditions as the General Assembly deems fit.
CHAPTER IX. AMENDMENTS
Article 30
This Agreement may be amended with the consent of three-quarters of the Full Members.
Article 31
The parties to this Agreement are deemed to consent to any amendments made pursuant to Article 30 without the need for any further action on their part.
CHAPTER X. TERMINATION
Article 32
This Agreement, and therefore (subject to any legal formalities required pursuant to Article 2) the IIFP, may be terminated upon the agreement of three-quarters of all Full Members.
Article 33
Upon an agreement to terminate the IIFP pursuant to Article 56, the General Assembly shall appoint a liquidator to manage the financial and legal formalities of winding-up the IIFP.
Article 34
Upon the appointment of a liquidator pursuant to Article 57, the authority of the General Assembly, the Technical Committee and the Secretariat shall cease. The Institute (or such smaller body as it may appoint) shall remain in existence to oversee the liquidation arrangements.
Article 35
Upon settlement of the liabilities of the IIFP, the remaining assets (if any) shall be distributed pro rata amongst all members in proportion to the last such membership fees set by the General Assembly.
CHAPTER XII. MISCELLANEOUS
Article 36
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same document.
Article 37
This Agreement shall be governed in accordance with the laws of Nigeria.
Article 38
The official language of the IIFP and this Agreement shall be English.
Article 39: Interpretation of the Agreement
The Board of Directors will be the body responsible for the interpretation of the provisions of this Agreement. If any matter concerns the Board of Directors, its interpretation shall be the responsibility of the General Assembly.
Article 40: Disposal of the Institute’s Funds on Liquidation or Winding
Up
The General Assembly of the Council shall specify the party on which the Institute’s funds shall devolve in case of its liquidation or winding up.
Article 41: Compliance with Shari’a Provisions
The Council shall comply, in all its activities, with the provisions of the glorious Islamic Shari’a.
Article 42: Effective Date
This Articles of Association shall come into effect on the date it is registered by the competent authorities in Nigeria.
IN WITNESS WHEREOF the parties hereto set hereunder their hands in Lagos, Nigeria on the 3rd day of October 2016.