RIMSON Constitution

1 Name and Objectives

1.1 Name

The name of the organization shall be the Risk Managers Society of Nigeria (RIMSON), hereinafter referred to as "the Society."

1.2 Objectives

The objectives of the Society shall be to:

• Promote the professional practice of risk management in Nigeria
• Provide education, training, and certification for risk management professionals
• Foster collaboration and knowledge sharing among risk practitioners
• Advocate for best practices and standards in risk management
• Serve as the authoritative voice on risk management matters in Nigeria
• Support research and development in the field of risk management
• Facilitate networking and professional development opportunities
• Engage with regulatory bodies and industry stakeholders

2 Membership

2.1 Membership Categories

The Society shall have the following categories of membership:

1. Fellow Members (FRMN)
   Experienced professionals with significant contributions to the field of risk management
2. Associate Members (ARMN)
   Professionals working in risk-related fields or those new to risk management
3. Professional Members (MRMN)
   Experienced risk management professionals seeking advanced development
4. Student Members (SMRMN)
   Students pursuing risk management education or early career professionals
5. Corporate Members (CMRMN)
   Organizations seeking to develop their risk management capabilities

2.2 Rights and Privileges

Members shall be entitled to:

• Attend general meetings and vote on Society matters
• Access professional development programs and resources
• Participate in networking events and conferences
• Use appropriate post-nominal designations
• Stand for election to the Board of Trustees (where eligible)
• Access member-only publications and research

2.3 Membership Obligations

• Payment of annual membership dues
• Adherence to the Society's Code of Ethics
• Compliance with all Society bylaws and regulations
• Participation in Continuing Professional Development (CPD)
• Upholding the reputation and values of the Society

3 Governance Structure

3.1 Board of Trustees

The affairs of the Society shall be managed by a Board of Trustees consisting of not less than 7 and not more than 15 members, including:

• Chairperson/President
• Vice Chairperson/Vice President
• Secretary General
• Treasurer
• Board Members (at least 3)

3.2 Term of Office

Board members shall serve a term of three (3) years and may be re-elected for a maximum of two consecutive terms. After serving two consecutive terms, a board member must stand down for at least one term before being eligible for re-election.

3.3 Powers and Responsibilities

The Board of Trustees shall have the power to:

• Formulate and implement policies for the Society
• Approve the annual budget and financial statements
• Appoint committees and working groups
• Approve membership applications and disciplinary actions
• Enter into contracts and agreements on behalf of the Society
• Establish membership fees and charges
• Organize conferences, seminars, and training programs

3.4 Committees

The Board may establish the following standing committees:

• Finance and Audit Committee
• Ethics and Professional Standards Committee
• Education and Training Committee
• Membership Committee
• Research and Publications Committee
• Events and Conferences Committee

4 Officers and Duties

4.1 Chairperson/President

The Chairperson shall:

• Preside over all meetings of the Society and Board of Trustees
• Provide strategic leadership and direction
• Represent the Society at official functions
• Ensure implementation of Board decisions
• Sign contracts and documents on behalf of the Society

4.2 Vice Chairperson

The Vice Chairperson shall:

• Assist the Chairperson in executing duties
• Act in the absence of the Chairperson
• Oversee specific projects as assigned by the Board

4.3 Secretary General

The Secretary General shall:

• Maintain accurate records of all meetings and proceedings
• Handle official correspondence
• Maintain the register of members
• Ensure proper filing and archiving of documents
• Coordinate administrative activities

4.4 Treasurer

The Treasurer shall:

• Manage the financial affairs of the Society
• Prepare annual budgets and financial reports
• Oversee collection of membership fees and dues
• Ensure proper accounting and financial controls
• Present financial statements to the Board and General Assembly

5 Meetings

5.1 Annual General Meeting (AGM)

The Society shall hold an Annual General Meeting within four (4) months of the end of the financial year. The AGM shall:

• Receive and approve the annual report
• Receive and approve audited financial statements
• Elect Board members (where applicable)
• Appoint auditors
• Transact any other business

5.2 Special General Meetings

Special General Meetings may be convened by the Board or upon written request of at least 25% of voting members. Not less than 21 days' notice shall be given.

5.3 Board Meetings

The Board shall meet at least quarterly. A quorum shall consist of 50% + 1 of Board members. Decisions shall be made by simple majority vote.

5.4 Notice of Meetings

Notice of all general meetings shall be sent to members at least 21 days in advance. Notice may be delivered electronically to the last known email address of members.

6 Finance

6.1 Financial Year

The financial year of the Society shall run from January 1st to December 31st of each calendar year.

6.2 Sources of Funds

The funds of the Society shall be derived from:

• Membership dues and subscriptions
• Registration fees for events and training programs
• Grants and donations
• Investment income
• Sale of publications and materials
• Sponsorships and partnerships

6.3 Financial Management

• All funds shall be deposited in banks approved by the Board
• Withdrawals shall require two signatories from among designated officers
• The Society shall maintain proper books of accounts
• Annual accounts shall be audited by qualified external auditors
• Financial statements shall be presented at the AGM

6.4 Membership Fees

The Board shall determine and review membership fees annually. Members shall be notified of fee changes at least 30 days in advance.

7 Constitutional Amendments

7.1 Amendment Procedure

This Constitution may be amended by:

1. A resolution passed by two-thirds (2/3) majority of members present and voting at a General Meeting, OR
2. A resolution passed by three-quarters (3/4) majority of the Board of Trustees, subject to ratification at the next General Meeting

7.2 Notice of Proposed Amendments

Notice of any proposed constitutional amendment shall be given to all members at least 30 days before the meeting at which it is to be considered. The notice shall include the full text of the proposed amendment and reasons therefor.

7.3 Restrictions

No amendment shall be made that would:

• Alter the fundamental objectives of the Society
• Violate applicable laws and regulations
• Unfairly prejudice the rights of existing members

8 Dissolution

8.1 Dissolution Procedure

The Society may be dissolved by a resolution passed by three-quarters (3/4) majority of members present and voting at a Special General Meeting convened for that purpose.

8.2 Notice

Not less than 60 days' notice shall be given for a meeting to consider dissolution of the Society.

8.3 Assets Distribution

Upon dissolution, after settling all liabilities, the remaining assets of the Society shall be:

• Donated to one or more organizations with similar objectives, OR
• Distributed among members in proportion to their contributions, OR
• Disposed of as determined by the dissolution resolution

8.4 Records

All records, documents, and archives shall be deposited with a designated institution for preservation.