Company Limited By Guarantee Model Articles Template for Nigeria

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Key Requirements PROMPT example:

Company Limited By Guarantee Model Articles

"I need Company Limited By Guarantee Model Articles for an international educational non-profit organization to be registered in Nigeria by March 2025, with provisions for operating satellite campuses in West African countries and an advisory board structure."

Document background
Company Limited By Guarantee Model Articles are foundational documents required for establishing non-profit organizations in Nigeria under the Companies and Allied Matters Act (CAMA) 2020. This document is typically used when forming organizations that reinvest any profits into their charitable or social purposes rather than distributing them to members. It includes essential provisions for governance, membership, director duties, and administrative procedures, ensuring compliance with Nigerian corporate law while facilitating the organization's non-profit objectives. The articles serve as a constitutional document that must be filed with the Corporate Affairs Commission during incorporation and can be referenced by stakeholders for understanding their rights, responsibilities, and the organization's operational framework.
Suggested Sections

1. Interpretation: Definitions of key terms used throughout the articles

2. Objects: Statement of the company's non-profit purposes and objectives

3. Powers: Legal powers of the company to carry out its objects

4. Limitation of Liability: Statement of members' liability limited to guaranteed amount

5. Members: Provisions regarding membership, including admission, cessation, and rights

6. General Meetings: Rules for conducting general meetings, including notice, quorum, and voting

7. Directors: Appointment, removal, powers, and duties of directors

8. Decision-making by Directors: Procedures for board meetings and directors' resolutions

9. Administrative Arrangements: General administrative provisions including records, minutes, and communications

10. Indemnity and Insurance: Protection of directors and officers from liability

Optional Sections

1. Advisory Board: Used when the organization wants to establish a non-executive advisory body to provide guidance

2. Branches: Include when the organization plans to establish multiple operational locations

3. Special Interest Groups: Used when the organization wants to create sub-groups for specific activities or interests

4. International Operations: Include when the organization plans to operate across borders

5. Dispute Resolution: Detailed procedures for resolving internal disputes, recommended for larger organizations

6. Electronic Communications: Specific provisions for virtual meetings and electronic voting, important for modern operations

7. Asset Lock: Additional provisions ensuring assets are used only for charitable purposes

8. Religious or Cultural Provisions: Special provisions for faith-based or cultural organizations

Suggested Schedules

1. Schedule 1: Membership Application Process: Detailed procedures and forms for membership application

2. Schedule 2: Standing Orders for Meetings: Detailed procedures for conducting various types of meetings

3. Schedule 3: Delegation of Powers: Matrix showing delegation of authority to different organizational levels

4. Schedule 4: Code of Conduct: Behavioral expectations for members and officers

5. Schedule 5: Conflict of Interest Policy: Procedures for declaring and handling conflicts of interest

6. Appendix A: Form of Guarantee: Standard form stating member's guaranteed contribution

7. Appendix B: Board Committee Terms of Reference: Standard terms of reference for various board committees

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Non-Profit Organizations

Charitable Organizations

Educational Institutions

Religious Organizations

Professional Associations

Sports Associations

Cultural Organizations

Healthcare Organizations

Environmental Organizations

Social Enterprises

Research Institutions

Trade Associations

Relevant Teams

Legal

Compliance

Corporate Governance

Board Secretariat

Administration

Risk Management

Operations

Executive Leadership

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Compliance Officer

Board Chairman

Board Director

Executive Director

Non-Executive Director

Governance Manager

Risk Manager

Program Director

Administrative Director

Operations Manager

Charity Administrator

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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