THE CONSTITUTION AND BYE-LAWS OF SOUTH-SOUTH FORUM, USA ADOPTED OCTOBER 4, 2020 AS AMMENDED
PREAMBLE
We the members of South-South Forum USA, in pursuit of the economic, educational, and social
development of the public and the South-South communities in Nigeria and in the USA;
perpetuating unity, dignity, and pride in and among ourselves; hereby enact and adopt this
document as the CONSTITUTION AND BYE-LAWS OF SOUTH-SOUTH FORUM, USA.
ARTICLE I – Entity Name and Type
Section 1: The entity being formed is a nonprofit organization. The name of the organization
shall be “South-South Forum USA.” It shall also be referred to as “South-South.”
Section 2: No person, group, or organization may use the name of the organization without the
prior written approval of the Chairman and members of the Board of Directors or their designee.
No person, group or organization may use the seal or any symbol of the organization without the
prior written approval of the President and Chairman of the Board or his or her designee.
ARTICLE II – Registered Agent and Registered Office
The initial registered agent is an individual resident in Texas who shall be appointed by the
Board of Directors.
ARTICLE III – PURPOSE/MISSION/ VISION
PURPOSE/MISSION
South South Forum USA is organized exclusively for charitable, religious,
educational, and scientific purposes, including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations described under Section 501(c)(3) of the
Internal Revenue Code, or corresponding section of any future federal tax code. The organization shall:
(i) Promote unity and support community development initiatives.
(ii) Support community initiatives that will bring development to the general public.
(iii) Notwithstanding any other provision of these articles, South-South shall not carry out any
other activities not permitted by an exempt organization under section 501(C)(3) of the Internal
Revenue Code or corresponding section of any future federal tax code.
VISION
Our vision is to be a continuing force for the economic and social development of the people.
ARTICLE IV – Board of Directors
Section 1: There shall be a Board of Directors for South-South. The management of the affairs
of the organization shall be vested in the board of directors.
Section 2: The Board of Directors for South-South shall consist of Five members including the
Chairman, Vice Chairman, Secretary, elected President, and Vice President for unlimited terms
except he or she relinquishes his/her position of the Board voluntarily.
Section 3: The general members shall appoint the other two members of the Board who shall
serve as the President and Vice President of South-South.
Section 4: All appointed members of the Board shall serve for three years and shall be eligible
for re-appointment for any unlimited terms except a member relinquishes his/her membership of
the Board voluntarily.
Section 5: Legal Adviser. A legal adviser may be appointed by the Board if needed. The legal
adviser shall also be a member of South-South and shall be called upon as needed to render free
legal advice in all matters related to South-South. The legal adviser shall attend all board
meetings in an advisory capacity as an observer.
ARTICLE V – Membership
Section 1: Criteria for Membership.
(i) This organization shall not discriminate based on age, race, color, religion, gender, national
origin, ancestry, disability, veteran’s status, sexual orientation, or political affiliation.
Membership of this organization shall be open to the public.
Section 2: Eligibility – To be admitted as a member the applicant must:
a. Complete a membership application form
b. Applicant has resided in the USA for a minimum of 2 years;
c. Applicant has attained 21 years of age;
d. Applicant must be a person of high moral character.
Section 3: Membership shall be for life as long as the member continues to abide by the constitution or other bylaws of South-South. We believe in the adage that says “Once a member, always a member.”
Section 4: Benefits of Members. Members are:
a. Entitled to vote in the elections
b. Eligible to run for offices.
c. Not entitled to any financial or material benefits.
Section 5 – Tenure of Office
(i) The Board’s Chairman, Vice Chairman, and Secretary’s tenure of office shall be unlimited
terms except he or she relinquishes his/her position of the Board voluntarily. (ii) The President
and Vice President’s term shall be 2 years and shall be eligible for re-election if the house so
desires but limited to three terms.
ARTICLE VI – LIST OF OFFICES
The offices of South-South shall be:
a. Chairman of the Board of Directors
b. Vice Chairman of the Board of Directors
c. Secretary of the Board of Directors
d. President
e. Vice President
f. Executive Secretary
g. Director of the Treasury
h. Director of Finance
i. Director of Public Relations/Information
j. Director of Social/Welfare
k. Legal Adviser
l. Auditor General
M. Director of Women Affairs
ARTICLE VII – FUNCTIONS OF THE BOARD OF DIRECTORS
Section 1: The Board of Directors of South-South shall:
A. Provide leadership to the organization;
B. Initiate policies and programs for the organization;
C. Act as an advisory body to the committees;
D. Promote the financial viability and stability of the organization;
E. Provide public image to the organization and guide the organization to achieve its goals.
Section 2: Responsibilities of the Chairman of the Board
The Chairman of the Board shall:
A. Preside over all Board meetings;
B. Have final rulings on controversial issues that need binding resolution bereft of voting;
C. Nominate candidates to fill vacant Board positions but subject to ratification by the
Board;
D. Represents the Board on any outside invitation duly sent to the Board.
Section 3: Responsibilities of the Vice Chairman of the Board
The Vice Chairman shall:
A. Act in place of the Chairman with all the privileges pertaining to that office in any Board;
meeting that the chairman is absent.
B. Maintain the records of South-South;
C. Handle all correspondences required for conducting official businesses of South-South;
D. Maintain and update rosters of all members of the organization.
Section 4: Responsibilities of the Secretary of the Board
The Director of the Board shall:
A. Maintain all South-South’s accounts with Financial institution approved by South-South;
B. Keep proper accounts showing accurate transactions made by the organization with
necessary documents; and
C. Prepare and submit financial statement quarterly to the Board, and annual report to the
general assembly at the national convention.
D. Prepare the minutes of the meetings;
E. Prepare invitation for meeting and agenda for the meeting;
Section 5: Resignation of Membership
Any member who wishes to resign his/her membership from the Board or from the organization
shall do so in writing to the Chairman and/or Secretary of the Board two months prior to the
effective date of his/her resignation. Also, inactivity or non-participation in the activities of the
organization for a period of one year or more shall be deemed a resignation.
ARTICLE VIII – COMMITTEES
Section 1: The Board shall create such committees as it deems necessary. Membership to such
committees shall be the collective responsibility of the Board of Directors. Any member of the
Board shall be accorded the right to nominate an eligible candidate to the Board for appointment
to serve on these committees.
Section 2: Public Relation Committee. This committee shall be responsible for gathering and
analyzing information, publicizing the activities of the association through the official
organization’s website, and periodic newsletters and other channels as well as generating interest
for the association. The Board Shall be ex-officio members of this committee.
Section 3: Program Development Committee. The Committee shall be responsible for initiating,
developing, and implementing programs or projects of SOUTH-SOUTH. All projects must be
approved by the Board. This committee shall work with the people and leadership of active
project areas, Government, and other NGOs to identify, plan and implement projects.
Section 4: Finance Committee.
A. The Finance Committee shall be responsible for developing and reviewing fiscal
procedures, fund-raising plans, and annual budget. The Board must approve the budget
and all expenditures must be within the budget.
B. Any change in the budget must be approved by the Board. The fiscal year shall be
January 1 to December 31. Quarterly Reports shall be submitted to the Board showing
income, expenditures and accounts receivable. The financial records of SOUTH-SOUTH
shall be made available to the Board, membership and the public.
Section 7 – Election Committee/Voting
a. The Board shall create an election committee that will be responsible for organizing elections.
b. The Board shall vote in accordance with the voting methods prescribed in SOUTH-SOUTH’s
byelaws.
b. All decisions of the Board shall be by simple majority irrespective of who is absent as long as
quorum was observed to determine the validity of such meeting.
ARTICLE IX – RESPONSIBILITIES OF THE OFFICERS
Section 1 Functions of the President
The President of the organization shall:
a. preside over all organization’s meeting;
b. have final rulings on controversial issues that need binding resolution bereft of voting;
c. appoint officers into vacant posts subject by ratification by the body; and
d. represent the Board on any outside invitation duly sent to the Board.
e. runs the affairs of the organization in consultation with the Board of Directors.
Section 2 Functions of the Vice President
The Vice President of the organization shall:
a. preside over all organization’s meeting in the absence of the president;
b. have final rulings on controversial issues under his supervision;
c. represent the President on any outside invitation duly authorized by the President.
e. support the President and undertakes any duty assigned to him by the President.
Section 3 Functions of the Executive Secretary
The Executive Secretary of the organization shall:
a. record and reads the minutes of the meeting;
b. prepare the agenda for the meeting;
c. issue meeting notices and other notices of the organization;
d. be the custodian of the documents of the organization.
e. runs the affairs of the organization in consultation with the Board of Directors.
f. preside of the meeting in the absence of the President and Vice President.
Section 4 Functions of Director of Finance
The Director of Finance of the organization shall:
a. keeps records of the accounts of the organization;
b. plans the financial strategy of the organization;
c. provides financial reports to the meetings;
e. prepares the financial statement of the organization;
f. be a signatory to the back account of the organization.
Section 5 Functions of Director of Treasury
The Director of Treasury of the organization shall:
a. be the custodian of the organization’s funds;
b. provide access to funds as required by the President and the Board of Directors;
f. be a signatory to the back account of the organization.
Section 6 Functions of the Public Relation/Information
The Director of Public Relations/Information of the organization shall:
a. manage the organization’s communication strategy;
b. in charge of publishing and disseminating information;
c. undertake negotiation and public relations on behalf of the organization; and
d. represent the organization in external affairs and inter organization relations.
e. book hotels, halls, or place of meetings for the organization.
Section 7 Functions of the Director of Welfare and Social Affairs
The Director of Welfare and Social Affairs of the organization shall:
a. manage the organization’s meetings, inauguration, and social functions;
b. in charge of food, drinks, and supplies;
c. assists in booking hotels, halls, or places of meetings for the organization.
Section 8 Functions of the Legal Adviser
The Legal Adviser of the organization shall:
a. represent the organization in a law suit;
b. provide legal advice to the organization
Section 9 Functions of the Auditor General
The Auditor General of the organization shall:
a. preside over the audit of the account of the organization;
b. work with external auditors;
c. work with third parties and governments on issues affection the auditing of the organization;
d. work with the Director of Finance and the Board to present the end of year account statement.
Section 10 – Acting Powers
a. The Vice Chairman, shall act in place of the Chairman with all the privileges pertaining to
that office, in any Board’s meeting that the Chairman is absent.
b. The Director, shall act in place of the Chairman and Vice Chairman with all the privileges
pertaining to that office, in any Board’s meeting that the Chairman and the Vice Chairman are
absent.
ARTICLE X – ELECTION AND APPOINTMENT OF OFFICES
Section 1 – Eligibility for Office
A person shall be eligible for appointment or election to any of the offices of South-South if:
a. the person is an active member;
b. the person has attended a minimum of two out of the last three conventions;
c. the person is not a Board member at the time of appointment or election; and
d. the person has attained 21 years of age.
Section 2 – Election Procedures
a. South-South shall hold general elections every three years in which offices become vacant;
b. There shall be three to five nominations for each position;
c. There shall be two secondments to each nomination;
d. Each candidate shall be given three minutes to state his/her reason(s) for running for an
office;
e. Members shall ask questions relative to the offices being contested;
f. All elections shall be direct and by secret ballots;
g. The Election committee shall appoint a returning officer to chair the elections;
h. The returning officer shall announce election’s result immediately after each count;
i. Nominations for offices shall be made on the floor of the Convention;
j. The candidate that wins majority, or fifty percent assembly during the general election shall be
considered duly elected;
k. Where in the first ballot, no candidate fulfills the condition laid down in item j (listed above),
there shall be a second ballot in which the first two candidates scoring high votes in the first
ballot shall be eligible to contest; and the candidate with a simple majority of the votes cast shall
be considered duly elected.
Section 3 – TENURE OF OFFICE
All officers of SOUTH-SOUTH shall serve for two years, and shall be eligible for reappointment
or re-election but limited to only two consecutive terms.
ARTICLE XI – STRUCTURE OF THE SOUTH-SOUTH
Section 1: SOUTH-SOUTH shall have National Body and Local Chapters.
Section 2: National Body
The national body of the forum shall consist of all the elected/appointed officials of South-South.
The general assembly sitting at the National Convention, the Board of Directors, Standing
Committee members, and all other entities that shall be created from time to time.
Section 3: Branch Offices
ARTICLE XII – ORGANIZATION MEETINGS
Section 1: The Chairman of the Board shall call both Board and General meetings as needed.
Section 2: A quorum for conducting business shall be considered to be 1/3 of the members of
the organization or a minimum of two members present.
Section 3: Emergency Meetings
The Chairman of the Board shall summon an emergency meeting to discuss any matter of great
urgency.
ARTICLE XIII – FINANCE AND BANKING
Section 1: Funds
South-South shall derive its revenue from the following sources:
A. Member’s voluntary donations.
C. Public Donations: South-South shall accept donations from members or non-members, subject
to approval by the Board of Directors.
Section 2: Banking
A. South-South shall maintain bank accounts in any bank approved by the Board of Directors.
B. All banking transactions shall require at least one of the following signatories that shall
be so registered with the bank: (i) The Chairman of the Board of Directors; (ii) The
President; and (iii) The Director Finance and/or (iv) Director of the Treasury.
Section 3. Misuse of Funds
A. South-South Forum USA is committed to the highest standards of accountability and
responsibility. We would not tolerate any misuse of funds, no matter how minor. When we
determine misuse of funds, we shall refer it to the Board of Directors who will take appropriate
action to recover the funds fully from the perpetrators.
B. If the perpetrators failed to cooperate the BOD will report the case to the Police and seek
litigation.
ARTICLE XIV – CITATION, SUPREMACY, AND COMMENCEMENT OF THE
CONSTITUTION
Section 1: Citation. This Constitution may be cited as the Constitution of South-South Forum
USA (SOUTH-SOUTH).
Section 2: Supremacy. This Constitution is supreme and its provisions shall have binding force
on all officials and persons who are members of SOUTH-SOUTH.
Section 3: Commencement. All the provisions of the Constitution shall come into force on July
23, 2015.
ARTICLE XV – AMENDMENTS
Section 1: Any member may submit a proposal to amend this constitution.
Section 2: Amendments may be made according to the procedure below.
A. Proposed amendments must be submitted two weeks in advance to an executive officer; the
amendment will be voted on at the following meeting.
B. Executive officers and active members will be eligible to vote on any amendments.
C. For an amendment to pass, a 2/3 majority vote of members and officers present will be
required, provided there is a quorum.
D. Passed amendments will be noted in the minutes and placed in the constitution. The revised
constitution will be distributed to all members within 3 weeks.
Section 3: Amendment repeals may be made according to the following procedure:
A. Motions to repeal a constitutional amendment must be submitted in writing. No oral repeals
are acceptable.
B. For a repeal to pass, a 2/3 majority vote of members and officers present will be required,
provided there is a quorum.”
ARTICLE XVI – DISSOLUTION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose.
ARTICLE XVII – CONTACT AND MAILING ADDRESS
South-South Forum USA (SOUTH-SOUTH)
C/O Dr. Festus Elleh
1921 Companion Way
Arlington TX, 76006
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BYE – LAWS
BYE-LAW # 1: VOLUNTEERISM
In the spirit of giving back to the community, members and the general public are encouraged to
offer their help and services to the activities of the organization on a voluntary basis. This is a
non-profit organization, therefore, any contributions in cash or kind shall be tax deductible.
BYE-LAW # 2: IMAGE OF SOUTH-SOUTH
The name of this organization or its officers shall not be used to endorse or promote any
commercial/political propaganda or for purposes contrary to Section 501(c)(3) of the tax code.
BYE-LAW # 3: CONFLICT OF INTEREST
The governing board of this organization (SOUTH-SOUTH) adopted a conflict of interest policy
that is consistent with the sample conflict of interest policy in Appendix A to the instructions for
Form 1023 of IRS. Some of the Sections of Appendix A are re-stated here.
1. Purpose/Goal: The goal of which is to protect this organization when it is contemplating
entering into a transaction or arrangement that might benefit the private interest of an officer or
director of the organization or might result in a possible excess benefit transaction. This policy
is intended to supplement but not replace any applicable State and Federal laws governing
conflict of interest applicable to nonprofit and charitable organization.
2. Interested Person: Any director, principal officer, or member of a committee with governing
board delegated powers, who has a direct or indirect financial interest, as defined below, is an
interested person.
3.Financial Interest: A person has a financial interest if the person has directly or indirectly,
through business, investment, or family: (a) An ownership or investment interest in any entity
with which the Organization has a transaction or arrangement, (b)A compensation arrangement
with the Organization or with any entity or individual with which the Organization has a
transaction or arrangement, or (c) A potential ownership or investment interest in, or
compensation arrangement with, any entity or individual with which the Organization is
negotiating a transaction or arrangement.
4. Compensation includes direct and indirect remuneration as well as gifts or favors that are not
substantial.
5. A financial interest is not necessarily a conflict of interest. A person who has a financial
interest may have a conflict of interest only if the appropriate governing board or committee
decides that a conflict of interest exists.
6. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the opportunity to
disclose all material facts to the directors and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
7. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest
and all materials facts, and after any discussion with the interested person, he/she shall leave the
governing board or committee meeting while the determination of conflict of interest is
discussed and voted upon. The remaining board or committee members shall decide if a conflict
of interest exists.
8. The Procedures for Addressing the Conflict of Interest; Records of Proceedings; Members
Compensation; Annual Statements; Periodic Reviews; and Outside Experts are the same as on
the sample conflict of interest policy in Appendix A to the instructions for Form 1023 of IRS.
BYE-LAW # 4: LOGO AND SEAL
SOUTH-SOUTH shall have the authority to establish the organization’s logo and seal. The Seal
shall be kept by the CEO and Chairman or the Treasurer and shall be used as required.
BYE-LAW # 5: VOTING
1. All propositions, decisions, and choices shall be by a majority vote of members of the
organization present at the regular meetings. The vote shall be taken by secret ballot, voice,
show of hands, consent, or any other method acceptable by the organization.
2. A member must be present at voting time to vote. Voting by proxy shall not be permitted.
The CONSTITUTION AND BYE-LAWS OF SOUTH-SOUTH have been ratified by the
members on October 4, 2020.
Signature of Chairman of the Board signified by writing full names: Festus Uriah Elleh
Printed name of Chairman of the Board: Festus Uriah Elleh
Signature of Vice Chairman of the Board signified by writing full names: Ufot Akpan Jonathan
Printed name of Vice Chairman of the Board: Ufot Akpan Jonathan
Signature of Director of the Board signified by writing full names: Emmanuel Joseph Ekpe
Printed name of Director of the Board: Emmanuel Joseph Ekp
