BYLAWS
NUSACC's bylaws are the guiding principles by which NUSACC operates. The board of directors formulated NUSACC's operating policies for the management team to implement under the direction of the Chief Operating Officer (CEO). NUSACC will implement policies as spelled out by tasks through committees in accordance with the provisions of its bylaws.
BYLAWS OF THE NIGERIA USA CHAMBER OF COMMERCE [NUSACC]
ARTICLE VI
CONFLICT OF INTEREST
Section 6.1: Conflict of Interest Involving Directors and Officers: A contract or transaction between the NUSACC and one or more of its Directors or officers or between the NUSACC and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers or have a financial interest, shall be void or voidable solely because the Director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction is authorized, or solely because his/her, or their votes are counted for that purpose, if:
a. The material facts as to the relationship or interest and as to the contract or transaction are not disclosed to the Board; or
b. The contract or transaction is unfair as to the NUSACC as of the time that it is authorized, approved, or ratified by the Board.
ARTICLE VII
COMMITTEES
Section 7.1: Standing Committees and Appointments: The Board shall have the following standing committees: 1) Corporate Relations; 2) Trade Promotions; 3) Finance; 4) Membership; and 5) Advocacy. The board may also create additional committees (including ad-hoc committees) as needed. The Board Chairperson shall appoint the Chairpersons of all committees, who must be members of the Board.
Section 7.2: Corporate Relations Committee: The Corporate Relations Committee shall be responsible for fostering relationships between the NUSACC and other individuals, firms, corporations, associations, governmental entities, and other entities. The Corporate Relations Committee shall be responsible for promoting and communicating the activities of the NUSACC to the public, including publicizing its activities, representing it in outside events (in collaboration with the CEO), and handling all public relations and advertising functions.
Section 7.3: Investment Promotions Committee: The Investment Promotions Committee shall be responsible for promoting business and investment relations between Nigeria and American businesses. The Committee shall execute its functions through organizing seminars, workshops, and trade exhibitions for the purpose of promoting business and investment opportunities in Nigeria. In addition to organizing seminars, workshops and exhibitions, the Committee shall organize trade missions and trips for American businessmen and women who are interested in visiting Nigeria to explore business opportunities.
Section 7.4: Finance Committee: The Finance Committee is responsible for developing and reviewing all fiscal procedures, annual budgets and revenue generation of the NUSACC with the staff and other Board members. The Board must approve the budget, and ensure that all expenditures are within the approved budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year (January 1 through December 31), and quarterly reports must be submitted to the Board showing income, expenditure, and receivables. The Treasurer shall be the Chairperson of the Finance Committee.
Section 7.5: Advocacy Committee: The Advocacy Committee is responsible for monitoring, influencing, and advocating favorable business-specific policies for member of the NUSACC at different levels, including governmental and non-governmental entities. At all times, the Advocacy Committee shall promote the interest of the members of the NUSACC.
ARTICLE VIII
THE CHIEF EXECUTIVE OFFICER AND STAFF
Section 8.1: The Chief Executive Officer (CEO): The CEO shall be responsible for the day-to-day management of the NUSACC, including executing the policies of the Board. The CEO will attend all board meetings, report on the progress and state of affairs of the NUSACC, answer questions of board members, and carry out other duties described in the job description. The Board can designate other duties as necessary. The CEO must be a signatory to the NUSACC bank account.
Section 8.2: Staff: The CEO will hire and terminate staff as the need arises.
ARTICLE IX
FISCAL YEAR
Section 9.1: Fiscal Year: The fiscal year of the NUSACC shall be January 1 through December 31, but may be changed by resolution of the Board of Directors.
ARTICLE X
CHECKS, BANK DRAFTS, ETC.
Section 10.1: Checks, Bank Drafts, etc.: All checks, bank drafts, money orders, receipts, bills of exchange, etc. shall be signed or endorsed by such officer or officers or agents of the NUSACC and in such a manner as shall be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the board.
Section 10.2: Deposits and Accounts: All funds of the NUSACC not otherwise employed, shall be deposited from time to time in general or special accounts such banks, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the CEO or by any other officer or officers or agent or agents of the NUSACC, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account, checks, drafts, etc. may be endorsed, assigned, and delivered on behalf of the NUSACC by any officer or agent of the NUSACC.
ARTICLE XI
ESTABLISHMENT OF THE NIGERIAN OFFICE
Section 11.1: Establishment of Nigerian Office: The NUSACC shall establish an office in Nigeria at the appropriate time to coordinate its activities in the country and liaise with the Head Office in the United States.
Section 11.2: Head of the Nigerian Office: The head of the NUSACC operations and activities in Nigeria shall be called “The Nigerian Representative.” This person shall be a well-qualified professional with the requisite educational qualification/training, and cognate experience to manage such an operation. The Nigerian Representative will report to the Board of Directors of the NUSACC.
Section 11.3: Duties/Responsibilities of the Nigerian Representative: The Nigerian Representative shall carry out the following duties/responsibilities on behalf of the NUSACC:
- Represent the interests of the NUSACC in Nigeria in all areas and in all manners consistent with the mission and policies of the NUSACC.
- Inform and educate the Nigerian public, especially, the business community, about the activities of the NUSACC.
- Liaise with the Head Office in the United States with respect to information sharing on all matters pertaining to the NUSACC.
- Monitor political and economic developments and trends in Nigeria that may be of strategic interest to the NUSACC.
- Furnish critical information to the Head Office as requested in any specific area in which the NUSACC has vested interests.
- Conduct customized market studies and research on behalf of the NUSACC on any industry cluster or sector in Nigeria.
- Provide logistics for business trips and trade missions in Nigeria that are organized by the NUSACC.
- Carry out other duties and responsibilities for the NUSACC as may be directed by the Board of Directors.
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