NIGERIAN INSTITUTE OF MANAGEMENT ACT

ARRANGEMENT OF SECTIONS

PART I

Establishment of the Nigerian Institute of Management.

Governing Council and its Duties

SECTION

1. Establishment of the Nigerian Institute of Management and its duties.
2. Election of the Principal Officers of the Institute.
3. Governing Council and its membership.
4. Appointment of Board of Fellows.

PART II

Financial Provisions

5. Funds of the Institute.

PART III

The Registrar

1. Appointment and duties of the Registrar and preparation of the Register.
2. Publication of Registers and list of corrections.

PART IV

Registration

1. Registration of professional management practitioners.
2. Approval of qualifications, etc.
3. Supervision of instruction and examinations leading to approved qualifications.

PART V

Professional Discipline

11. Establishment of Professional Management Disciplinary Tribunal and Professional Management Investigating Panel.

1. Penalties for unprofessional conducts, etc.

PART VI

Miscellaneous and General

1. Application of this Act to enrolled persons.
2. When a person is deemed a management practitioner.
3. Rules as to practising fees, etc.
4. Honorary membership.

SECTION

1. Provision of library facilities, etc.
2. Regulations and rules.
3. Transfer to the Institute of certain property, etc.
4. Offences.
5. Interpretation.
6. Citation.

SCHEDULES

FIRST SCHEDULE

Supplementary Provisions relating to the Council

SECOND SCHEDULE

Transitional Provisions as to Property, etc.

THIRD SCHEDULE

Supplementary Provisions relating to the Disciplinary Tribunal and
Investigating Panel 

NIGERIAN INSTITUTE OF MANAGEMENT ACT

An Act to establish the Nigerian Institute of Management; and for related matters. 
[2003 No. 14.]

[19th June, 2003]

[Commencement.]

PART I

Establishment of the Nigerian Institute of Management, Governing Council
and its Duties

1. Establishment of the Nigerian Institute of Management and its duties

(1) There shall be established a body to be known as the Nigerian Institute of Management
(in this Act referred to as “the Institute”) which shall be a body corporate under
that name and be charged with the general duty of-

(a)    determining what standards of knowledge and skill are to be attained by persons
seeking to become members of the management profession and raising
those standards from time to time as circumstances may permit;

(b)              securing in accordance with the provisions of this Act the establishment and
maintenance of registers of members and the publication from time to time, of
a list of those members;

(c)              regulating and controlling the profession of management in all its aspects and
ramifications; and

(d)              performing though the Council under this Act the functions conferred on it by
this Act.

(2) The Institute shall have perpetual succession and a common seal, which shall be
kept in such custody as the Council under this Act may, from time to time, authorise.

(3) The Institute may sue and be sued in its corporate name and may hold, acquire
and dispose of any property, movable and immovable.

(4) Subject to the provisions of this Act, members admitted to the Institute shall possess adequate
knowledge and experience as managers and be enrolled in the category of-

(a)  companions;
(b)  fellows;
(c)   members; and
(d )   associates

(5) Persons accorded status as professional managers by the Council shall be entitled
to the use of that name and shall be recorded as-

(a)	companions;
(b)	fellows;
(c)	members; and
(d)	associates:

Provided they satisfy all the criteria as stipulated by the Council, from time to time,
as applicable to each grade of membership and as contained in the by-laws of the
Institute.

(6) Every professional member excluding companions are required to attend a number
of mandatory continuing professional education programme (MCPEP)-as specified
by the Council and as contained in the by-laws as a prerequisite to upgrading.

(7) All newly elected members into the grades of Associates and Members shall
undergo Membership Induction Programme (MIP) before the confirmation of their election into these grades.

(8) The following are the designated letters for-
(a)  Companions of the Nigerian Institute of Management shall be CNIM;
(b)  Fellows of the Nigerian Institute of Management shall be FNIM;
(c)  Members of the Nigerian Institute of Management shall be MNIM; and
(d )  Associates of the Nigerian Institute of Management shall be AMNIM.

(9) Graduates and students registered for training shall become professional members
only after satisfying requirements for membership as stipulated in the by-laws.

(10) Affiliates are companies or individuals with functional working relationship
with the Institute.

(11) Corporate members, firm, company, association, institution or other corporate or
incorporated body may at the discretion of the Council, be admitted as a corporate member
and admission as a corporate member shall not confer professional membership of the
Institute on any member of the company or organisation.

1. Election of the Principal Officers of the Institute 

(1) The principal officers of the Institute shall be the President, Deputy President and
a National Treasurer who shall be financial members in the grades of Associates,
Members and Fellows of the Institute, to be elected annually at the first Council meeting after
the annual general meeting and hold the same office for not more than two years
continuously.

(2) The President shall be the Chairman at the meetings of the Institute. But in the
event of the death, incapacity or inability for any reason of the President, the Deputy
President shall act in his stead for the unexpired portion of the term of office.

(3) The President, Deputy President and the National Treasurer shall respectively be
Chairman, Deputy Chairman and the Treasurer of the Council.

(4) If the President or the Deputy President or the National Treasurer ceases to be a
member of the Institute, he shall cease to hold any of the offices designated under this
section.

1. Governing Council and its membership

(1) There shall be, as the governing body of the Institute, a Council charged with the

administration and general management of the Institute.

(2) The Council shall consist of the following members-

(a)       the President of the Institute who shall be the Chairman;

(b)       the Deputy President of the Institute who shall be the Vice-Chairman;

(c)        the Treasurer;

(d)       four Vice-Presidents;

(e)      one person representing the Federal Ministry or other Federal Office in charge
of Establishment or Management Matters;

(f)       six zonal Chairmen elected every two (2) years from the six geo-political zones;

(g)        12 others (beside the officers in (a) to (c)) above who are individual members
of  Council elected at the annual general meeting;

(h)       seven corporate members nominated by Council;

(i)       three representatives from educational and training institutions nominated by the Council;

       (j)       a Chairman Board of Fellows;

(k)       chairmen of Committees of Council (who are elected Council members);

      (l )        past Presidents of the Institute and Chairmen of Councils; and

(m)       any co-opted member(s) up to a maximum of ten.

(3) The provisions of the First Schedule to this Act shall have effect with respect to
the qualifications and tenure of office of members of the Council and the other matters
therein mentioned.

[First Schedule.]

1. Appointment of Board of Fellows

(1) There shall be appointed annually by the Council, a Board of Fellows, to co-
ordinate the activities of fellows of the Institute and to recommend to the Council on
yearly basis admission of members to the fellowship and companionship grades.

(2) The Board of Fellows shall consist of persons who have been duly elected as Fellows of the Institute.

PART II

Financial Provisions

5. Funds of  the Institute 

(1) The Council shall establish and maintain a fund, the management and control of
which shall be in the hands of the Council and into which shall be paid-

(a)       all monies received by the Council in pursuance of this Act;

(b)      all fees and other monies payable to the Council by its members, individuals
and corporate bodies; and

(c)       such monies as may be provided by the Federal, State and Local Governments
or individuals or corporate bodies, national or international to the Council by
way of grant, subvention or by way of loan or otherwise.

(2) There shall be paid out of the Fund of the Institute-

(a)       all expenditure incurred by the Council in the discharge of its functions under
this Act;

(b)      the remunerations and allowances of the Registrar and other staff of the Institute; and

(c)       such reasonable travelling and subsistence allowances of members of the
Council in respect of the time spent on the duties of the Council as the Council may determine.

(3) The Council may invest money of the Fund in any security created or issued by or
on behalf of the Government of the Federation or in any other securities in Nigeria approved by Council.

(4) The Council may, from time to time, borrow money for the purposes of the Institute and
any interest payable on moneys so borrowed shall be paid out of the Fund.

 (5) The Council shall keep proper accounts on behalf of the Institute in respect of
each year and proper record in relation to those accounts and the Council shall cause the
account to be audited by an auditor appointed from the list and in accordance with the
guidelines supplied by the Auditor-General of the Federation.

(6) The auditor appointed for the purposes of this section, shall not be a member of
the Council.

PART III

The Registrar 

1. Appointment and duties of the Registrar and preparation of the Register

(1) It shall be the duty of the Council to appoint a fit person to be the Registrar for
the purposes of this Act.

(2) The Registrar shall be the Head of Administration of the Institute and Secretary to
the Council.

(3) The Registrar shall prepare and maintain, in accordance with the rules made by
the Council, a register of the names, addresses, approved qualifications and other relevant
particulars as may be specified in the rules, of all persons who are entitled to be enrolled
as companions, fellows, members or associates.

(4) The Register shall consist of five parts of which one part shall be in respect of
companions, the second part shall be in respect of fellows, the third part shall be in respect of members,
the fourth shall be in respect of associates and the fifth part shall be in respect of graduates and students.

(5) Subject to the following provisions of this section, the Council may make rules
with respect to the form and keeping of the Register and making of entries therein, and in
particular-

(a)       the making of applications for enrolment;

(b)      providing for notification to the Registrar, by the person to whom registered
particulars relate, of any change in those particulars;

(c)      authorising a registered person to have any qualification which is in relation to
the relevant division of the profession, either an approved qualification or an
accepted qualification for the purpose of this Act registered in relation to his
name in addition to or, as he may elect, in substitution for any other qualifications so registered;

(d)       specifying the fees including subscription to be paid to the Institute in respect
of the entry of names on the Register authorising the Registrar to refuse to enter a name on
the Register until the fee specified for the entry has been paid;

(e)      specifying anything failing to be specified under this section, but rules made
for the purposes of subsection (4) of this section shall not come into force until
they are confirmed at a special meeting of the Institute convened for that purpose or at the
next annual general meeting as the case may be.

 (6) The Registrar shall-

(a)       correct, in accordance with the Council’s directions, any entry in the Register
which the Council directs him to correct as being in the Council’s opinion an
entry which was incorrectly made;

(b)       make, from time to time, any necessary alterations in the registered particulars
of registered persons;

(c)        remove from the Register the name of any registered person who has died;

(d)       record the names of members of the Institute who are in default for more than
twelve months in the payment of annual subscriptions, and take such action in
relation thereto (including removal of the names of the defaulters from the
Register) as the Council may direct or require.

(7) If the Registrar-

(a)       sends by post to any registered person a letter addressed to him at his address
on the Register enquiring whether the registered particulars relating to him are
correct and receives no reply to the letter within the period of six months from
the date of posting; and

(b)       upon the expiration of that period sends in the like manner to the person in
question a second similar letter and receives no reply to that letter within three
months from the date of posting it, the Registrar may remove the particulars relating to the
person in question from the Register and the Council may direct the Registrar to restore to
the appropriate part of the Register any particulars removed therefrom under this subsection.

1. Publication of Registers and list of corrections 
   (l) The Registrar shall-

(a)       cause the Register to be printed, published and put on sale to members of the
public not later than two months from the appointed day;

(b)       in each year after that, in which the Register is first published cause to be
printed, published and put on sale as either a corrected edition of the Register
or a list of alterations made to the Register since it was last printed; and

(c)       cause a print of each edition of the Register and of each list of correction to be
deposited at the principal offices of the Institute and the Council shall keep the
Register and list so deposited available at all reasonable times for inspection
by members of the Institute.

(2) A document purporting to be a print of an edition of the Register published under
this section by authority of the Registrar, or documents purporting to be prints of an edition so
published, shall (without prejudice to any other mode of proof) be admissible in
any proceeding as evidence that any person specified in the document, for the documents
read together, as being registered was so registered at the date of the edition or of the list
of corrections, as the case may be, and that any person not so specified was not so
registered.

(3) Where in accordance with subsection (2) of this section, a person is, in any proceeding,
shown to have been, or not to have been, registered at a particular date, he shall,
unless the contrary is proved, be taken for the purposes of those proceedings as having at
all material times thereafter continued to be, or not to be, so registered.

PART IV

Registration

1. Registration of  professional management practitioners

(1) Subject to rules made under section 7 of this Act, a person shall be entitled to be
enrolled or registered as a management practitioner if-

(a)                    he passes the qualifying examination accepted by the Council and completes
the practical training prescribed by the institute under this Act; or

(b)       he holds any other qualification accepted by the Institute for the time being; or

        (c)        he qualifies for enrolment as member in any of the categories specified under
subsection (4) (a) to (d) of section 1 of this Act.

(2) An applicant for registration shall, in addition to evidences of qualification, satisfy the Council that-

(a)       he is of good character;

(b)       he has attained the age as prescribed in the by-laws of the Institute; and

(c)        he has not been convicted in Nigeria or elsewhere of an offence involving fraud or dishonesty.

(3) The Council shall, from time to time, publish particulars of qualification for the
time being accepted by the Council for registration.

1. Approval of qualifications, etc.

(1) The Council may approve any institution for the purposes of this Act, and may for
those purposes approve-

(a)      any course of training at an approved institution which is intended for persons
who are seeking to become or are already management practitioners and which
the Council considers is designed to confer on persons completing it sufficient
knowledge and skills for admission to the Institute;

(b)      any qualification which, as a result of an examination taken in conjunction
with a course of training approved by the Council under this section, is granted
to candidates reaching a standard at the examination indicating in the opinion
of the members of the Council that the candidates have sufficient knowledge
and skill to practise the profession.

(2) The Council may, if it thinks fit, withdraw any approval given under this section
in respect of any course, qualification or institution but before withdrawing such an approval the Council shall-

(a)      give notice that it proposes to withdraw such approval to each person in Nigeria
appearing to the Council to be a person by whom the course is conducted or
the qualification is granted or the institution is controlled, as the case may be;

(b)      give each such person an opportunity of making to the Council representation
with regard to the proposal; and

(c)      take into consideration any representations made in respect of the proposal.

 (3) Any period during which the approval of the Council under this section for a
course, qualification or institution is withdrawn, the course, qualification or institution
shall not be treated as approved under this section, but the withdrawal of such an approval
shall not prejudice the registration or eligibility for registration of any person who
by virtue of the approval was registered or eligible for registration immediately before the
approval was withdrawn.

(4) The giving or withdrawal of an approval under this section shall have effect from
such date, either before or after the execution of the instrument signifying the giving or
withdrawal of the approval, as the Council may specify in that instrument, and the Council
shall-

(a)       publish as soon as possible a copy of every such instrument in the print media;
and

(b)       not later than seven days before its publication, send a copy of the instrument
to the Minister.

10. Supervision of instruction and examinations leading to approved qualifications

(1) It shall be the duty of the members of the Council to keep themselves informed of
the nature of-

(a)       the instruction given at approved institution to persons attending approved
courses of training; and

(b)       the examinations as a result of which approved qualifications are granted, and
for the purposes of performing that duty the Council may appoint, either from
among its own members or otherwise, persons to visit approved institutions, or
to attend such examinations.

(2) It shall be the duty of a visitor appointed under this section to report to the Council
on-

(a)       the sufficiency of the instruction given to persons attending approved courses
of training at institutions visited by him;

(b)        the sufficiency of the examination attended by him; and

(c)       any other matters relating to the institution or examination on which the Council may,
either generally or in a particular case, request him to report, but no
visitor shall interfere with the giving of any instruction or the holding of any
examination.

(3) On receiving a report made in pursuance of this section, the Council may, if it
thinks fit, and shall if so required by the Institute, send a copy of the report to the person
appearing to the Council to be in charge of the Institution or responsible for examination
to which the report relates requesting that person to make observation on the report to the
Council within such period as may be specified in the request, not being less than one
month beginning with the date of the request.

PART V

Professional Discipline

11. Establishment of  Professional Management Disciplinary Tribunal and Professional Management Investigating Panel

(1) There is established a tribunal to be known as the Professional Management Disciplinary
Tribunal (in this Act hereafter referred to as “the Tribunal”), which shall be
charged with the duty of considering and determining any case referred to it by the Panel
established by subsection (3) of this section, and any other case of which the Tribunal has
cognisance under this Act.

(2) The Tribunal shall consist of a Chairman of the Council and six other members
appointed by the Council.

(3) There shall be a body, to be known as the Professional Management Investigation
Panel (in this Act referred to as “the Panel”), which shall be charged with the duty of-

(a)    conducting a preliminary investigation into any case where it is alleged that a
member has misbehaved in his capacity as a professional management practitioner, or should
for any other reason be the subject of proceedings before the Tribunal; and

(b)    deciding whether the case should be referred to the Tribunal.

(4) The Panel shall be appointed by the Council and shall consist of two members of
the Council and three registered members who are not members of the Council.

(5) The provisions of the Third Schedule to this Act, shall, so far as applicable to the
Tribunal and Panel respectively, have effects with respect to those bodies.

[Third Schedule.]

(6) The Council may make rules or by-laws not contained in this Act as to acts which
constitute professional misconduct.

12. Penalties for unprofessional conducts, etc.
(1) Where-

(a)       a member is judged by the Tribunal to be guilty of infamous conduct in any
professional respect;

(b)      a member is convicted, by any court in Nigeria or elsewhere having power to
award imprisonment, of an offence (whether or not punishable with imprisonment) which
in the opinion of the Tribunal is incompatible with the status of a
professional management practitioner; or

(c)       the Tribunal is satisfied that the name of any person has been fraudulently
registered,the Tribunal may, if it thinks fit, give a direction reprimanding that person or ordering the
Registrar to strike his name off the relevant part of the Register.

(2) The Tribunal may, if it thinks fit, defer its decision as to the giving of a direction
until a subsequent meeting of the Tribunal, but-

(a)      no decision shall be deferred under this subsection for periods exceeding two
years in the aggregate; and

             (b)       no person shall be a member of the Tribunal for purposes of reaching a decision
which has been deferred or further deferred unless he was present as a
member of the Tribunal when the decision was deferred.

(3) For the purposes of subsection (1) ( b) of this section, a person shall not be treated
as convicted unless the conviction stands at a time when no appeal or further appeal is
pending or may (without extension of time) be brought in connection with the conviction.

(4) When the Tribunal gives a direction under subsection (1) of this section the Tribunal
shall cause notice of direction to be served on the person to whom it relates.

(5) The person to whom such a direction relates may, at any time within three months
from the date of service on him of notice of the direction, appeal against the direction to
the Court of Appeal and the Tribunal may appear as respondent to the appeal and for the
purpose of enabling direction to be given as to the costs of the appeal and of proceedings
before the Tribunal, shall be deemed to be a party thereto whether or not appears on the
hearing of the appeal.

(6) A direction of the Tribunal under subsection (1) of this section shall take effect-
(a) where no appeal under this section is brought against the direction within the
time limited for such an appeal, on the expiration of that time;

(b)      where such an appeal is brought and is withdrawn or struck out for want of
prosecution on the withdrawal or striking out of the appeal;

(c)       where such an appeal is brought and is not withdrawn or struck out if and
when the appeal is dismissed and shall not take effect except in accordance
with the provisions of this subsection.

(7) A person whose name is removed from the Register in pursuance of a direction of
the Tribunal under this section shall not be entitled to be registered again except in pursuance
of a direction in that behalf given by the Tribunal on the application of that person;
and a direction under this section for the removal of a person’s name from the register
may prohibit an application under this subsection by that person until the expiration of
such period from the date of the direction (and where he has duly made such an application,
from the date of his last application) as may be specified in the direction.

PART VI

Miscellaneous and General

13. Application of this Act to enrolled persons

At the commencement of this Act, any person not a member of the former institute
who, but for this Act, would have been qualified to apply for and obtain membership of
the profession may, within the period of three months beginning with the date of commencement
of this Act, apply for membership of the Institute in such manner as may be
prescribed by rules made by the Council and if approved, he shall be enrolled or registered,
as the case may be, according to his qualifications.

14. When a person is deemed a management practitioner

A person shall be deemed as a professional management practitioner if, for consideration of remuneration
received or to be received, and whether by himself or in partnership
with any other person-

(a)       he engages himself in the practice of management;

(b)      he renders professional service or assistance in or about matters of principle or
detail relating to management or data; or

(c)       he renders any other service which may by rules or by-laws made by the
Council designated as service constituting practice as a professional management practitioner.

15. Rules as to practising fees, etc. 

(1) The Council may make rules for-

(a)       the training of suitable persons in management;

(b)       the licensing of people to be employed in management positions;

(c)        the fees to be paid by management practitioners; and

(d)       restrictions on the right to practise when all prescribed conditions have not been met.

(2) The Council may also make rules prescribing the amount and due date for payment of the annual
subscription and for such purpose different amounts may be prescribed by the rules according to the grades of membership.

(3) Rules when made shall, if the Chairman of the Council so directs, be published in
the print media.

16. Honorary membership

The Council shall be free to award honorary membership of the Institute to persons
whom it considers worthy of such honour, on terms and conditions prescribed by the
Council and approved by the Institute in the general meeting.

17. Provision of library facilities, etc. 

The Institute shall-

(a)              provide and maintain a library comprising books and publications for the
advancement of knowledge in management, and such other books and publications as the
Council may think necessary for the purpose;

(b)              encourage research into management methods and allied subjects to the extent
that the Council may, from time to time, consider necessary;

(c)               undertake regular study of the existing Management Information Services including
the library system, Internet and electronic mail services and related
operations and evolve a state of the art technology driven Research, Publication and Management
Information Services Centre; and

(d)                engage in the production and sale of materials, books and journals arising from
its research and consultancy activities.

18. Regulations and rules

(1) Any regulation made under this Act shall be published in the print media as soon
as possible.

(2) Rules made for the purposes of this Act shall be subject to confirmation by the Institute at its
next annual general meeting or at any special meeting of the Institute convened for the purpose,
and if then annulled shall cease to have effect on the day after the
date of annulment, but without prejudice to anything done in pursuance or intended pursuance of any such rules.

19. Transfer to the Institute of certain property, etc.
(1) On the commencement of this Act-

(a)       all property held on immediately before that day by or on behalf of the former
institute shall, by virtue of this subsection and without further assurance, vest
in the Institute and be held by it for the purposes of the institute;

(b)       the former institute shall cease to exist; and

(c)        subject to subsection (2) any act, matter or thing made or done by the former
institute shall continue to have effect.

(2) The provisions of the Second Schedule to this Act shall have effect with respect
to, and to matters arising from, the transfer by this section to the Institute of the property
of the former institute, and with respect to the other matters mentioned in that Schedule.
[Second Schedule.]

20. Offences

(1) If any person for the purposes of procuring the registration of any name, qualification or other matter-

(a)       makes a statement which he believes to be false in a material particular; or

(b)       recklessly makes a statement which is false in a material particular,that person is guilty of an offence.

(2) If, on or after the commencement of this Act, any person not a member of the Institute practises as a registered
member of profession of management for or in expectation of reward, or takes or uses any name, title, addition or
description implying that he is in practice as a registered member of the profession of management, he is guilty of an
offence: Provided that, in the case of a person falling within section 4 of this Act-

(a)      this subsection shall not apply in respect of anything done by him during the
period of three months mentioned in that subsection;

(b)       if within that period he duly applies for membership of the Institute, then, unless
within that period he is notified that his application has not been approved,
this subsection shall not apply in respect of anything done by him between
the end of that period and the date on which he is enrolled or registered or is notified.

(3) If, on or after the commencement of this Act, a registered member of the Institute
holds himself out as, or takes or uses any name, title, addition or description implying
that he is, a management practitioner, he is guilty of an offence.

(4) If the Registrar or any other person employed on behalf of the Institute wilfully
makes any falsification in any matter relating to the Register, he is guilty of an offence.

(5) A person guilty of an offence under this section shall be liable-

                       (a)       to summary conviction to a fine of an amount not exceeding N250,000;

(b)      on conviction or indictment to a fine of an amount not exceeding N250,000 or
to imprisonment for a term not exceeding two years, or both.

(6) Where an offence under this section which has been committed by a body corporate is proved to
have been committed with the consent or connivance of, or to be attributable to any
neglect on the part of any director, manager, secretary or other similar officer of the body corporate or
any person purporting to act in any such capacity, he as well as the body corporate, shall be deemed to
be guilty of that offence and shall be liable to be proceeded against and punished accordingly.

21. Interpretation
In this Act-

“Board” means the Board of Fellows;

“Council” means the Council established as the governing body of the Institute under
section 3 of this Act;

“enrolled” in relation to a fellow, a member, an associate member or an affiliate
means registered in the part of the Register to fellow, member, associate member or affiliate, as the case may be;

“fees” includes annual subscriptions;

“Institute” means the Nigerian Institute of Management established under section  1
of this Act;

“member” means the member of the Institute;

“Minister” means the Minister or other Federal Officer in charge of Establishment
and Management matters;

“President” and “Deputy President” means respectively the office holders under
those names in the Institute;

“Register” means the Register maintained in pursuance of section 6 of this Act;

“Registrar” means the Registrar of the Nigerian Institute of Management appointed
under section 6 (1) of this Act;

“Tribunal” has the meaning assigned to it by section 11 of this Act.

22. Citation

This Act may be cited as the Nigerian Institute of Management (Establishment)
Act, 2003.

SCHEDULES

FIRST SCHEDULE
[Section 3 (3).]

SUPPLEMENTARY PROVISIONS RELATING TO THE COUNCIL

Qualification and Tenure of Office of Principal Officers of Council

1. (1) Subject to the provision of this paragraph, every elected principal officer of the Council
shall hold office for one year in the first instance and shall be eligible for re-election for a
further term of one year in the same office beginning with the date of his appointment or
election.

(2) An officer of the Institute who ceases to be a member shall, if he is also a member of
Council, cease to hold office in the Council.

(3) An elected member may, by notice in writing under his hand addressed to the President,
resign his office, and any appointed member may, likewise resign his office.

(4) A person who retires from or otherwise ceases to be an elected member of the Council
because of expiration of his term of office shall be eligible again to become a member of
the Council, and any appointed member may be re-appointed.

(5) A member of the Council who has served for a full term of two (2) years shall at its
meeting before the annual general meeting of the Institute retire:
Provided always that if any such member as aforesaid is the Chairman of Council or the
Deputy President of the Institute, he shall remain a member of Council.

(6) Elections to the Council shall be held in such manner as may be prescribed by rules
made by the Council and, until so prescribed, they shall be decided by a secret ballot.

(7) If for any reason there is a vacation of office by a member and such member was
elected, the Council may, if the time between the unexpired portion of the term of office and
the next general meeting of the Institute appears to warrant the filling of the vacancy, co-opt
some fit person for that time.

(8) The appointment of members of the Council shall be effected in the manner herein
prescribed-

(a)   not less than eight weeks before each annual general meeting of the Institute,
the Council may nominate for election to the Council, such candidates (if any)
as it shall think fit, who are willing to serve if elected, provided that the number
of candidates so nominated shall not exceed 50 percent of those retiring;

(b)   not less than seven weeks before each annual general meeting of the Institute,
the Secretary shall issue to all professional members a notice which shall-

(i)    specify the names of elected Council members whose terms of office
will expire at the close of the next annual general meeting;

(ii)   specify any other vacancy in the membership of the Council which
may be filled by elected members;

(iii)   specify the names of any candidate nominated by Council for election
to the Council;

(iv)    invite nominations of other candidates on the prescribed nomination
form; and

(v)     contain such other particulars as shall be prescribed by the Council;
and

(c)     candidates for election to Council, other than candidates nominated by the
Council, shall be nominated in the following manner-

(i)      not less than five weeks before each annual general meeting, nomination
forms (including details of all particulars required to be given)
shall be duly completed in the manner set out below and shall be sent
to the Secretariat of the Institute;

(ii)      each nomination form shall relate to one candidate only and shall
contain his class and grade of membership in the Institute, his full-
time managerial or other appointment (if any) or, if retired, such
appointment immediately before retirement and his date of retirement;
and such other particulars as shall be prescribed by the Council;

(d)    each candidate shall be sponsored by two persons who shall be members of the
Institute entitled to vote and each nomination form shall contain, in addition to
the particulars referred to in paragraph (c) a statement of the names, address,
class and grade of membership of each of the sponsors and votes shall be taken
by secret ballot at the annual general meeting.

Powers of Council

2. (1) The Council has power to manage the Institute’s business and in particular-

(a)   shall do anything which in its opinion is calculated to facilitate the carrying on
of the activities of the Institute;

(b)     shall exercise all such powers of the Institute and do on behalf of the Institute
all such act as may be exercised and done by the Institute and as are not those
presents required to be exercised or done by the Institute in the general meeting;
and subject to such by-laws or provisions, as may be prescribed by the Institute in
the general meeting; but no by-law made by the Institute in general
meeting shall invalidate any prior act of the Council which would have been
valid if such by-law had not been made;

(c)    shall exercise all the powers of the Institute to borrow money, within Nigeria or
overseas, subject to the banking laws of the Country and to mortgage or charge
its undertaking and property or any part thereof and to issue the debentures,
debenture stocks, and other securities whether outright or as security for any
debt, liability or obligation of the Institute;

(d)   shall set up every year as soon as practical after the annual general meeting, an
Executive Committee of Council which shall meet regularly and carry out the
normal business of Council between the regular meetings of Council; and

(e)    may at any time establish a branch of the Institute in any locality within the country.

(2) The Council shall have power, from time to time, to make, alter and repeal any by-
law as they may deem necessary or expedient or convenient for the proper conducts and management of the Institute.

(3) The Council shall adopt such means as it shall deem sufficient to bring to the notice
of the Institute and all its members by-laws, alterations and repeals made under the powers
conferred by this Act and no by-law shall be inconsistent with or shall affect or repeal any-
thing contained in this Act or constitute such an amendment of or addition to this Act, and
such by-law is inconsistent with the provisions of this Act, that by-law shall be void to the
extent of that inconsistency.

Proceedings of the Council

3. (1) Subject to the provisions of this Act, and section 27 of the Interpretation Act, the
Council may in the name of the Institute make standing orders regulating the proceedings of
the Institute or of the Council, and in the exercise of its power under this Act may set up
committees in the general interest of the Institute, and make standing orders thereof.

(2) Standing orders shall provide for decisions to be taken by a majority of the members,
and, in the event of equality of votes, for the President or the Chairman, as the case may be, to
have a second or casting vote.

(3) Standing orders made for a committee shall provide that the committee is to report
back to the Council on any matter not within its competence to decide.

(4) The quorum of the Council shall be seven and the quorum of a committee shall be
fixed by the Council.

(A) Meetings of the institute

4. (1) A general meeting of the Institute shall be held once in every calendar year as its annual
general meeting, at such time and place as may be determined by the Council, provided
that every annual general meeting after the first annual general meeting shall be held not more
than fifteen months after the holding of the last preceding meeting.

(2) The Secretary shall also send to each member with such notice a copy of the annual
report of the Council, a copy of accounts of the Institute with the auditors’ reports thereon,
and particulars of all motions to be brought before the meeting.

(3) The Council may direct that-

(a)      all general meetings of the Institute which are not annual general meetings
shall be called extraordinary general meetings;

           (b)      an extraordinary general meeting whenever it thinks fit;

                 (c)      an extraordinary general meeting shall be convened on request by members.
(4) A notice-

(a)   may be served by the Institute upon any member of the Council, its Committees
and the Institute either personally or by sending it through the post in prepaid letter addressed to such member
at his address as appearing in the Professional Register of members or other records of members not being professional
members; and

(b)     if served by post shall be deemed to have been served on the day following that
on which the letter containing the same is put into the post and in proving such
service; and

(c)   it shall be sufficient to prove that the letter containing the notice was properly
addressed and put into the Post Office as prepaid.

(5) A business shall be deemed special if it is transacted-

(a) in an extraordinary meeting; and

(b)   at an annual general meeting with the execution of the consideration of the
accounts and balance sheet, and the report of the Council and of auditors and
the fixing of the remuneration of the auditors and the election of members of
the Council.

(6)  An extraordinary or special meeting of the  Institute shall be-

(a) called by a 21 days notice in writing and the notice shall be exclusive of the
day on which it is served or deemed to be served and of the day for which it is
given and shall specify the place, the day, and the hour of the meeting, and in
case of business other than ordinary annual business of the Institute, the general
nature of business; and

(b)   conveyed by the Secretary on the request of the President of the Institute or on
request in writing by at least 100 financial members of which not less than ten
signatories are from each of six geo-political zones of Nigeria.

(7) A member wishing to bring before the annual general meeting any motion not relating
to the ordinary annual meeting of the Institute may do so provided-

(a)   that notice in writing of the proposed motion be sent or given to the Secretary
and be received by him not later than 45 days before the date of the annual
general meeting;

(b)   that not less than ten members entitled to vote at the annual general meeting
shall have sent or given notice in writing to the Secretary to be received by him
not later than 30 days before the date of the annual general meeting expressing
their desire that the proposed motion be brought before the annual general
meeting under the proposed motion relates to matters affecting the Institute.

(8) If within an hour from the time appointed for the holding of a general meeting a quorum is
not present, the meeting, if convened on the requisition of members, shall be dissolved
and in any other case it shall stand adjourned to the same day or next day, at the same time
and place, or at such other place as the Chairman of the meeting shall appoint, and if at such
adjourned meeting a quorum is not present within half an hour from the time appointed for
holding the meeting, the members present shall be a quorum.

(9) Quorum at general meeting

No business shall be transacted at any general meeting until there is a quorum of two
hundred members personally present.

(10) Voting at general meeting shall take place after observing the following-

(a)   except as provided in these rules regarding voting to elect members
to fill vacancies on the Council, a resolution put to the vote at any annual general meeting
or special meeting of the Institute, shall be decided on a show of funds
unless (before or on the declaration of the show of hands) a poll is demanded
by at least ten percent of those present provided that the number arrived at is
not less than five;

(b)   no amendment shall be permitted to any resolution to alter, amend or add to the
rules and by-laws of the Institute except with the consent of the Chairman of
the meeting and then only if in the opinion of the Chairman (whose decision
shall be final) the amendment is one of form only and not of substance;

(c)    if a secret ballot is duly demanded or is required to be taken, it shall be taken in
accordance with the relevant by-laws and the result of the secret ballot shall be
deemed to be the resolution of the meeting at which the secret ballot is demanded;

            (d)    except as provided in these rules regarding voting to elect members by ballot to
fill vacancies in the Council, in the case of an equality of votes, whether on a
show of hands or on a secret ballot, the Chairman of the meeting at which the
show of hands take place or at which the poll is required to take place or at
which the poll is required to be taken shall be entitled to second or casting vote

(e)    a poll demanded on the election of Chairman or on any question of adjournment
shall be taken and a poll demanded or required to be taken of any other
question shall be taken at such time and place as the Chairman of the meeting
directs and any business other than upon which a poll has been demanded or is
required may be proceeded with pending the taking of the poll; and

(f )   on a show of hands or on a poll every member present in person shall (except
as provided in the case of electing members to fill vacancies of the Council)
have one vote.

(11) Each corporate member’s voting power at any meeting of the Institute shall be
vested in a single person entitled “Voting Representative”, who, if he is a professional member
of the Institute in his own right, may exercise his rights to vote as an individual member in
addition to voting as a representative.

(B) Meetings of the Council

5. (1) Subject to the provisions of any standing order or by-law of the Council, the Council
shall meet whenever it is summoned by the Chairman and if the Chairman is required to do so
by notice in writing given to him by not less than five other members, he shall summon a
meeting of the Council to be held within seven days from the date on which the notice is
given.

(2) At any meeting of the Council, the Chairman, or in his absence the Deputy Chair-
man, shall preside, but if both are absent, the members present at the meeting shall appoint
one of them to preside at that meeting.

(3) Where the Council desires to obtain advice from any person on a particular matter,
the Council may co-opt him as a member for such period as the Council thinks fit; but a person
who is member by virtue of this subparagraph shall not be entitled to vote at any meeting
of the Council, and shall not count towards a quorum.

(4) Notwithstanding anything in the provisions of this paragraph, the first meeting of the
Council after the commencement of this Act shall be summoned by the Minister, who
may give such directions as he thinks fit as to the procedure which shall be followed at the
meeting.

(C) Committees

6. (1) The Council may appoint one or more committees to carry out, on behalf of the Institute
or of the Council, such function as the Council may determine.

(2) A Committee appointed under this paragraph shall consist of the number of persons
determined by the Council, and a person other than a member of the Council shall hold office
in the Committee in accordance with the terms of the instrument by which he is appointed.

(3) A decision of a Committee of the Council shall be of no effect until it is confirmed
by the Council.

(D) Miscellaneous

7. ( 1) The fixing of the seal of the Institute shall be authenticated by the signature of the
President or of some other members of the Council authorised generally or specifically by the
Institute to act for that purpose.

(2) Any contract or instrument which, if made or executed by a person not being a body
corporate, would not be required to be under seal, may be executed on behalf of the Institute
or of the Council as the case may require, by any person generally or specifically authorised to
act for that purpose by the Council.

(3) Any document purporting to be duly executed under the seal of the Institute shall be
received in evidence and shall, unless the contrary is proved, be deemed to be so executed.

8. The validity of any proceeding of the Institute or the Council or of a Committee of the
Council shall not be affected by any vacancy in membership, or by any defect in the appointment
of a member of the Institute or of the Council or of a person to serve in the Committee or
by reason that a person not entitled to do so took part in the proceedings.

9. Any member of the Institute or the Council, and any person holding office in a Committee
of the Council, who has a personal interest in any contract or arrangement entered into or proposed
to be considered by the Council on behalf of the Institute, or on behalf of the Council or
a Committee thereof, shall disclose his interest to the President or to the Council, as the case
may be, and shall not vote on any question relating to that contract or arrangement.

10. A person shall not by reason only of his membership of the Institute be required to disclose
any interest relating solely to the audit of the accounts of the Institute.

SECOND SCHEDULE
[Section 19 (2).]

TRANSITIONAL PROVISIONS AS TO PROPERTY, ETC.

Transfer of Property

1. (1) Every agreement to which the former institute was a party immediately before the
commencement of this Act, whether in writing or not and whether or not of such a nature that
the rights, liabilities and obligations thereunder could be assigned by the former institute,
shall, unless its terms or subject matter make it impossible that it should have effects as modified
in the manner provided by this Act so far as it relates to property be transferred by this
Act to the Institute, as if-

(a)   the Institute had been a party to the agreement;

(b)    for any reference (however worded and whether expressed or implied) to the
former institute they were substituted, as respect anything failing to be done on
or after the commencement of this Act, a reference to the Institute; and

(c)   for any reference (however worded whether expressed or implied) to a member
or members of the Council of the former institute or an officer of the association they were substituted,
as respects anything failing to be done or after the commencement of this Act, a reference to a member
or members of the association who corresponds as nearly as may be to the member or officer in question of the association.

(2) Other documents which refer, whether specially or generally, to the former institute
shall be construed in accordance with subparagraph (1) of this paragraph.

(3) Without prejudice to the generality of the provisions of this Schedule, where by the
operation of any of them or of section of an Act, any right, liability or obligation vests in the
Institute, the Institute and all other persons shall, as from the commencement of this Act, have
the same rights, powers and remedies (and, in particular, the same rights as to the taking or
resisting of legal proceedings or the making or resisting of applications to any authority) for
ascertaining, perfecting or enforcing that right, liability or obligation as they would have had
if it had at all times been a right, liability or obligation of the Institute.

(4) Any legal proceeding or application to any authority pending on the commencement
by or against the former institute and relating to property transferred by this Act to the Institute
may be continued on or after that day by or against the Institute.

(5) If the law in force at the place where any property transferred by this Act is situated
provides for the registration of transfers of property of the kind in question (whether by reference
to an instrument of transfer or otherwise), the law shall, so far it provided for alterations
of a register (but not for avoidance of transfer, the payment of fees or any other matter) apply
with the necessary modifications to the transfer of the property and it shall be the duty of the,
Council to furnish the necessary particulars of the transfer to the proper officer of the registration
authority, and of that officer the transfer accordingly

Transfer of Functions, etc.

2. (1) At its first meeting, the Council of the Institute shall fix a date (not later than six
months) after the commencement of this Act, for the annual general meeting of the Institute.

(2) The members of the Council of the former institute shall be deemed to be the members of the
Institute until the date determined in pursuance of the subparagraph (1) when the
Institute shall have its first annual general meeting, and they shall cease to hold office at the
conclusion of such meeting.

(3) Any person who, immediately before the commencement of this Act, held office as
the President or Deputy President of the former institute by virtue of its articles of association
shall on that day become the President or, as the case may be, the Deputy President of the
Institute, and shall be deemed-

(a)   to have been appointed to that office under this Act, corresponding to the
relevant provision in the said articles of association; and

(b)   to have been so appointed on the date on which he took the last office, in
pursuance of the relevant provisions of those articles.

(4) The members of the former Institute shall, as from the commencement of this Act,
be registered as members of the Institute, and without prejudice to the generality of the provisions
of this Schedule relating to the transfer of property, any person who, immediately before
the commencement of this Act, was a member of the staff of the former Institute shall on that
day become the holder of an appointment with the Institute with the status designated and
functions which correspond as nearly as may be to those which appertained to him in his capacity as member of that staff.

(5) Any person being an office-holder in the Council of the former Institute immediately
before the commencement of this Act and being deemed under this paragraph to have been
appointed to any like position in the Institute, or the Council, and thereafter ceasing to hold
office otherwise than by reason of his misconduct, shall be eligible for appointment to office
in the Institute or to membership of the Council, as the case may be.

(6) All regulations, rules and similar instruments made for the purposes of the former
Institute which were in force immediately before the commencement of this Act, shall, except
in so far as they are subsequently revoked or amended by any authority having power in that
behalf, have effect, with any necessary modifications, as if duly made for the corresponding
purposes of the Institute.

THIRD SCHEDULE
[Section 11 (5).]

SUPPLEMENTARY PROVISIONS RELATING TO THE DISCIPLINARY TRIBUNAL AND INVESTIGATING PANEL

The Tribunal

1. The quorum of the Tribunal shall be four whom at least two shall be registered members.
2. (1) The Chief Justice of Nigeria shall make rules as to the selection of members of the
   Tribunal for the purpose of any proceeding and as to the procedure to be followed and the
   rules of evidence to be observed in proceedings before the Tribunal.

(2) The rules shall particularly provide-

(a)   for securing that notice of the proceeding shall be given, at such time and in
such manner as may be specified by the rules, to the person who is the subject of the proceedings;

(b)     for determining who in addition to the person aforesaid, shall be a party to the
proceedings;

(c)    for securing that any party to the proceedings shall, if he so requires, be entitled
to be heard by the Tribunal;

                                (d)   for enabling any party to the proceedings to be represented by a legal practitioner;

(e)    subject to the provisions of section 12 of this Act, as to the cost of proceedings
before the Tribunal;

(f)    for requiring, in the case where it is alleged that the person who is the subject
of the proceedings is guilty of infamous conduct in any professional respect,
that where the Tribunal adjudges that the allegation has been proved beyond
reasonable doubt it shall record a finding that the person is guilty of such conduct in
respect of the matters to which the allegation relates; and

                  (g)   for publishing in the print media notice of any direction of the Tribunal which has
taken effect providing that a person’s name shall be struck off a Register.

3. For the purpose of any proceeding before the Tribunal, any member of the Tribunal may
administer oaths and any party to the proceedings may sue out of the Registry of the Supreme
Court writs of subpoena ad testificandum and duces tecum, but no person appearing before the
Tribunal shall be compelled-

(a)    to make any statement before the Tribunal tending to incriminate himself; or
(b)     to produce any document under such a writ which he could not be compelled to
produce at the trial of an action.

4. (1) For the purpose of advising the Tribunal on questions of law arising in the proceedings before it,
there shall, in all such proceedings, be an assessor to the Tribunal who shall be
appointed by the Council on the nomination of the Chief Justice of Nigeria and shall be a legal
practitioner of not less than seven years standing.

(2) The Chief Justice of Nigeria shall make rules as to the function of assessors appointed
under this paragraph, and in particular such rules shall contain provisions for securing-

(a)   that where an assessor advises the Tribunal on any question of law as to evidence,
procedure or any other matter specified by the rule, he shall do so in the
presence of every party or person representing a party to the proceedings who
appears or, if the advice is tendered while the Tribunal is deliberating in private, that every
such party or person shall be informed of the advice of the assessor on that a question; and

(b)     that every such person as shall be informed if in any case the Tribunal does not
accept the device of the assessor on that question.

(3) An assessor may be appointed under this paragraph either generally or for any particular proceeding
or class of proceedings, and shall hold and vacate office in accordance with
the terms of the instrument by which he is appointed.

The Panel

1. The quorum of the Panel shall be three.
2. (1) The Panel may, at any meeting of the Panel attended by the members of Panel, make
   standing order with respect to the Panel.

(2) Subject to the provisions of any such standing order, the Panel may regulate its own
procedure.

Miscellaneous

7. (1) A person ceasing to be a member of the Tribunal or the Panel on the expiration of his
term of office may be eligible for reappointment as a member of that body.

(2) A person may, if eligible, be a member of both the Tribunal and the Panel, but no
person who acted as a member of the Panel with respect to any case shall act as a member of
the Tribunal with respect to that case.

8. The Tribunal or the Panel may act notwithstanding any vacancy in its membership; and
the proceedings of either body shall not be invalidated by any irregularity in the appointment
of a member of that body, or (subject to paragraph 7 (2) of this Schedule) by reason of the fact
any person who was not entitled to do so took part in the proceedings of that body.

9. Any document authorised or required by virtue of this Act to be served on the Tribunal or
the Panel shall be served on the Registrar.

10. Any lawful or reasonable expense of the Tribunal or the Panel shall be defrayed by the
Institute.

                                      SUBSIDIARY LEGISLATION

                                   No Subsidiary Legislation