Constitution For The Society of Energy Administrators, Nigeria

CONSTITUTION
OF THE
ENERGY SERVICES SYSTEM MANAGERS

LIMITED
(A PROFESSIONAL BODY FOR SOCIETY OF

ENERGY ADMINISTRATORS, NIGERIA)
August 2022
Page | 1 Loss Prevention: Life, Property and Environment integrities

THE
CONSTITUTION
OF
ENERGY SERVICES SYSTEM MANAGERS LIMITED
PREAMBLE
ENERGY SERVICES SYSTEM MANAGERS LIMTED is an establishment

founded with the aim of promoting excellence and accountability in energy service
operations and risk management practices in Nigeria whilst serving as a
professional body for the registration and accreditation of energy service managers
in Nigeria.

Table of Contents
ARTICLE 1: GENERAL PROVISIONS...........................................................................4

ARTICLE 2: SUPREMACY OF THE CONSTITUTION................................................4
ARTICLE 3: AIMS AND OBJECTIVES..........................................................................4
ARTICLE 4: INCOME AND PROPERTY.......................................................................7
ARTICLE 5: SOURCE OF FUNDS..................................................................................7
ARTICLE 6: DISBURSEMENT AND APPLICATION OF FUNDS…………………...7
ARTICLE 7: KEEPING OF ACCOUNT..........................................................................7
ARTICLE 8: MEMBERSHIP............................................................................................7
ARTICLE 9: FINANCIAL PERIOD...............................Error! Bookmark not defined.
ARTICLE 10: RIGHTS AND PRIVILEGES..................................................................72
ARTICLE 11: RESIGNATION.........................................................................................7
ARTICLE 12: REINSTATEMENT AND RE-ELECTION..............................................7
ARTICLE 13: DISCIPLINE OF MEMBERS...............................................................263
ARTICLE 14: EXPULSION..........................................................................................265
ARTICLE 15: THE COUNCIL.......................................................................................27
ARTICLE 16: NATIONAL EXECUTIVE COMMITTEE............Error! Bookmark not
defined.6
ARTICLE 17: BOARD OF TRUSTEES........................................................................20
ARTICLE 18: COMMON SEAL...................................................................................22
ARTICLE 19: MEETINGS............................................................................................23
ARTICLE 20: LIBRARY...............................................................................................26
ARTICLE 21: REGISTER OF MEMBERS....................................................................26
ARTICLE 22: APPOINTMENT OF AUDITOR(S)......................................................26
ARTICLE 23: AMENDMENT.......................................................................................26
ARTICLE 24: SPECIAL CLAUSE................................................................................27
SIGNATURES.................................................................................................................28

ARTICLE 1: GENERAL PROVISIONS
A. NAME AND ADDRESS
The name shall be ENERGY SERVICES SYSTEM MANAGERS LIMITED a

consultancy unit and professional body for Society of Energy Administrators
hereinafter referred to as “The Society” or “SEA”. The National Headquarters and
Registered office of the Society shall be at Lagos State, Nigeria.
B. THE MISSION OF THE SOCIETY ENERGY ADMINISTRATORS
The mission of the Society is to build a viable ethical culture of energy services
system integrity management and maintenance.
C. THE VISION OF THE SOCIETY ENERGY ADMINISTRATORS
The vision of the Society is to be an institution for the promotion of energy services
system management education, entrepreneurship and research studies.
D. THE MOTTO OF THE SOCIETY OF ENERGY ADMINISTRATORS
The motto of the Society is Loss Prevention: Life, Property and Environment
integrities.
E. SEA CORE VALUE: Energy Services System, Integrity and Loss prevention.
ARTICLE 2: SUPREMACY OF THE CONSTITUTION
a. This Constitution shall be supreme over the affairs of the Society, and its
provisions shall have binding force on all members individually and
collectively.
b. All laws, regulations and rules put in place by the Society from time to time
shall be binding on all members.
c. Authorization from any quarters not provided for, or not in agreement with the
provisions of this Constitution shall give rise to an action in a court of
competent jurisdiction, under the Nigerian Jurisdiction.
ARTICLE 3: AIMS AND OBJECTIVES
The objectives for which the Society is established are: -

1. To promote excellence and accountability in energy services operations risk
management practices in Nigeria for effective HSE integrity conservation and
prevention of accidental losses in industrial workplaces, operation sites and

development projects.
2. To serve as a professional body for registration and accreditation of energy
service managers in Nigeria which includes oil & gas, bio-energy, nuclear
energy, electricity and renewable energy (hydropower, solar & wind) & bulk
energy consumers, such as transport, agriculture, telecommunication, housing
and information sectors.
3. To promote, encourage and maintain a high standard of energy services

operations risk management practices and to encourage greater efficiency
therein.
4. To present to the government in Nigeria, or any other individual or bodies or

organization the views of the Society on any subject of concern or interest to
energy service managers in Nigeria and if considered advisable to join with any
other bodies in submitting such representation.
5. To provide a body to which the Government or other official or unofficial

authority or organization in Nigeria can have recourse for advice, assistance, or
the expression of views on any subjects of concern or interest to energy service
managers in Nigeria.
6. To facilitate dissemination and exchange of ideas among professional

members, and its establishment to: -
i. Anticipate and access the changing needs of Nigeria and advise

appropriate bodies on energy services operations risk management
practices and sponsor programmes aimed at meeting those needs.
ii. Provide independent and expert advice on matters of national importance

pertinent to energy services operations risk management in Nigeria.
iii. Recognize energy services operations risk management contractors and

consultants in Nigeria.
iv. Provide a forum to report research and development activities in energy

services operations risk management practices.
v. Apply for any legislation, parliamentary or otherwise that would further

any of the objectives of the society.
7. To study and resolve the professional problems confronting its members.
8. For accountability in energy services system management ; for effective energy

services system integrity management and maintenance practices in industrial
work places, operation sites and development projects..

9. To invest and deal with the monies of the Society not immediately required in
any manner agreed upon by the Board of Trustees.
10.To borrow money where necessary to promote any of the objects set out herein
upon such securities as may be determined.
11.To initiate and undertake any other activities which are consistent with the set
aims and objectives of the Society, or which will promote the interest of the
Society as well as enhance the status of Mechanical Engineers in Nigeria.
PROVIDED that the Society shall not support with its funds and objects nor
endeavour to impose or procure to be observed by its members or others any
regulation, restriction, or condition which if any object of the Society, would
make it a Trade Union.
12.To maintain and enhance links with national, international, and multinational
organizations and bodies to promote any of the objects of the Society.
13.To collaborate with Industry, Commerce, Academia, and other such national
bodies as may be necessary or convenient for the advancement of any of the
objects of the Society.
14.To promote and enforce a high standard of performance and professional ethics
among its members.
15.To watch over, promote and protect the mutual interests of its member and to
give advice to members.

ARTICLE 4: INCOME AND PROPERTY
The income and property of the Society whencesoever derived shall be applied solely
towards the promotion of the objects of the Society as set forth herein and no portion
thereof shall be paid or transferred directly or indirectly by way of dividend, or bonus
otherwise howsoever, by way of profit to the members of the Society provided that
nothing herein contained shall prevent the payment in good faith of remuneration to any
person or servants of the Society, or other persons in return for any services rendered to
the Society.
ARTICLE 5: SOURCE OF FUNDS
Towards realizing its aims and objectives, SEA is at liberty to raise funds (in cash or in
kind) from:
1. Voluntary donations and contributions from members and non-members of

the Society, including corporate bodies in Nigeria or elsewhere.
2. Dues and special levies which shall be made as the need arises.
3. Fund raising for special projects.
4. Grants from lawful and credible individuals and bodies.
ARTICLE 6: DISBURSEMENT AND APPLICATION OF FUNDS
The funds of the Society shall be disbursed and applied to the realization of the aims
and objectives of the Society.
ARTICLE 7: KEEPING OF ACCOUNT
i. The Society shall ensure the accurate keeping of record of all income and
expenditures.
ii. All monies belonging to the Society shall be kept in its name with such
bankers as the BOT shall appoint Banks where her monies shall be kept.
iii. There shall be an Society’s administrative account.
iv. The signatories to bank Accounts and financial interests belonging to the
Society for all banking purposes shall be the National Chairman, the
Deputy National Chairman, and Treasurer as categorized below:
a. National Chairman and Deputy National Chairman

b. National Chairman and Treasurer
v. All cheques shall be signed by the two signatories of any of the options in
Article 7(iii) A & B and endorsed by either of the options.
vi. All electronic payments shall be approved in writing (or by email) by two

signatories of any of the options in Article 7(iii) A & B and endorsed by
either of the options.
vii. No expenditure shall be incurred for any purpose unless such
expenditure has been approved generally or specifically by the Governing
Council.
viii. No withdrawals shall be made without a properly endorsed Voucher by
the Accountant and Executive Secretary who shall also endorse all
financial requests. The Accountant shall be the custodian of all the
Society’s instruments of bank withdrawals (Cheque book, etc.).
ix. Proper accounts and records of the financial administration of the Society
shall be kept, showing all moneys received and expended by the Society,
the manner in which such receipt and expenditure takes place and proper
credit and liabilities of the Society;
x. A statement of receipts and payment shall be prepared and presented as soon
as practicable to the COUNCIL’s Finance and General Purpose Committee,
after the end of each month, and an audited statement of income and
expenditure, and a balance sheet shall be presented to members at every
Annual General Meeting after the close of Society’s financial year.
ARTICLE 8: MEMBERSHIP
The Subscribers to the Constitution of the Society and such other persons as
shall be admitted to membership in accordance with its articles and none others,
shall be members to the Society and shall be entered in the register of members
accordingly.
The Membership of the Society shall comprise of Members, Associates and Affiliates;
MEMBERS
a) Foundation Members
b) Associate Members
c) Corporate Members
d) Chartered Members
e) Fellow Members
Foundation Members
A person seeking membership of the Society shall:
 Have a minimum educational qualification of an OND or NCE

 such candidate shall be expected to satisfy the Council in a professional interview
and/or written examination of his/ her eligibility.
Associate Members
 Eligibility as an Associate Member shall be based upon certification in any of the
following:
(i) Energy utilities system integrity Management Technology
(ii) Energy facilities System Integrity Management Technology
(iii) Energy Infrastructure Syastem Integrity Maintenance Technology
(iv) Petroleum Refining System Integrity Management Technology
(v) Fuel Retail Marketing System Integrity Management Technology.
Petroleum Marketing System Integrity Management Technology

Administration Certification).
 Upon completion, Associate Members will be admitted as any of the following: -
- Service Managers
- Service Planners
- Service Supervisors
- Service Directors
- Service Inspectors
Corporate Members
 Eligibility as a Corporate Member shall be based upon compliance with:
(a) HSE Risk Management
(b) Energy Efficiency and Conservation Plan
Chartered Members
 Members will be admitted into the Chartered Level as Chartered Energy
Administrators.
 Eligibility to become a Chartered Member of the Society is dependent on the
following criteria: -
- ….
Fellow Members
 Election to fellowship of the Society shall be either by invitation of the Executive
Council of the Society or by direct application of a member.
a. A person to be invited to Fellowship of the Society shall normally have had not
less than twenty (20) year experience in the practice of Energy Services
Operations Risk Management Administration. In addition, he/she shall have met
one or all of the following conditions: -
(i) Have rendered valuable and selfless services to the Society over a period.
(ii) Have been outstanding in his field of Energy Services Operations Risk
Management Administration, that is, he/ she is widely acknowledged as
an authority in his/her field.
b. A person seeking Fellowship of the Society by application shall have had not less
than fifteen (15) years’ experience in the practice of Energy Services Operations
Risk Management Administration and he/she shall meet one or all of the following
conditions: -

(i) …….
(ii)
AFFILIATES
(a) Students
(b) Graduates
(c) Honorary Fellows
Students
A person seeking Student membership shall be undergoing a regular course of

study in ….. for a duration not less than three (3) years in a University,
Polytechnic or Mono-Technic whose curriculum is approved by the Council.
Graduates
A person seeking Graduate membership shall have undergone a regular course of

study in …. at a duration not less than three (3) years in a University, Polytechnic
or Mono-Technic, whose curriculum is approved by the Council, and completed
such a course successfully, or satisfied the requirements of other Energy Services
Operations Risk Management Administration Societies approved by the Council
in respect of Energy Services Operations Risk Management Administration
Education and shall at the time of admission be engaged in the profession of
Energy Services Operations Risk Management Administration.
Honorary Fellows
The Council may exercise its discretion to elect persons to be Honorary Fellows of
the Society. Honorary Fellows shall comprise every person, who has been elected
into the grade of honorary fellowship so long as his name is on the Register as
such. They shall be either distinguished persons who from their positions have
been or are able to render assistance in public works, or persons eminent for their
experience in pursuits connected with the profession of Energy Services
Operations Risk Management Administration. Any person so elected shall receive
a scroll denoting this honour. An Honorary Fellow shall enjoy such privileges as
the Council may from time to time approve and shall be exempted from the
payment of enrolment fees or annual subscription. The total number of Honorary
Fellows of the Society at any time shall be fixed by the Council.
ASSOCIATES
A person seeking election, as an Associate of the Society shall possess an academic

qualification at the level of a University, Polytechnic and Monotechnic degree/diploma
in the Sciences allied to Energy Services Operations Risk Management Administration,
or other qualifications approved by the Council of the Society. In addition, he shall
have been engaged on work related to the practice of engineering for a minimum period
of five years.
Any person who desires to be admitted into the Society must satisfy the conditions of
membership of the Society of Energy Administrators, Nigeria and subsequently make a
formal application to the Society on the prescribed form and shall state under what category
he/she seeks admission as provided under these Articles. Each application must be supported
by a recommendation of two (2) CHARTERED MEMBERS. The Council may require any
person seeking admission to pass such examination as the Council may prescribe or specify.
The Council, if satisfied that the candidate is not disqualified for any other reason, shall consider
the application, and shall decide whether the membership be granted. The Council shall be
under no obligation to give any reason or explanation for its decision on any application for
admission.
No person shall be admitted or elected a member of the Society in any category unless the
Council first approves him/her. The Council shall have the full discretion as to membership
admission.
The transfer of a member from one category to another shall be by the Council. Every candidate
for transfer from one category to another shall make a formal application and be
recommended in the manner prescribed in Article 8.2.4 and 8.8 for election to the category
to which he/her is desirous of being transferred, notwithstanding the above, recommendation
for transfer to the fellowship cadre shall be by two (2) FELLOW MEMBERS.
CERTIFICATE OF MEMBERSHIP
(a) Every person who has been duly elected a Member or transferred from one category to
another shall be informed without delay by letter enclosing an acceptance form. The
person elected or transferred shall sign and return the acceptance form to the
Secretariat together with the enrolment or transfer fee and annual subscription for the
current year within two months after the date of election or transfer which otherwise
shall become void.
(b) Every Corporate Member who has complied with Article 8.2.8(a) above and made
adequate payments shall receive a Membership Certificate and use appropriately after
his/her names:
(i) Foundation Member - Enerad (MSEA)

(ii) Associate Member - Accredited/ Registered Energy Administrator
(Service Manager)
(iii) Corporate Member - Accredited/ Registered Energy Administrator
(Service Manager)
(iv) Chartered Member - Chartered Energy Administrator
(v) Fellow - Fellow (FSEA)
(c) The Certificate shall remain the property of the Society. In the event of separation
from membership of the Society other than by death, the Certificate shall on request
be returned to the Society.
(d) Admissions and Elections into the Society and separations or expulsions shall be
published in the next immediate issue of the journal of the Society following the
action.
(e) Every member shall be bound to further, to the best of his/her ability, the objects,
interests, and influence of the Society.
ENROLMENT FEES AND ANNUAL SUBSCRIPTIONS
a) The enrolment fee, Transfer fee, Annual subscriptions, other levies, and Benevolent fund
subscription shall be fixed from time to time by the Council who may on the grounds of
advanced age, long sustained or approved incapacity waive subscriptions of such deserving
members.
b) Every member whose subscription is six (6) months in arrears shall be notified of this fact in
writing and the fact reported to Council. If subscriptions are still in arrears after three
months, the member shall lose his/her rights and other privileges and shall be so notified.
c) If subscriptions are in arrears for one year the member shall forfeit his/her connection with
the Society and shall be so notified.
ARTICLE 9: FINANCIAL PERIOD
The financial period of the Society shall end on the 30 th day of June each year and all
subscriptions shall be due on the 1 st day of July each year. Where the date of admission of a
member fall after the 31st day December, only half of the appropriate annual subscription
shall be payable by such a member for that year.
ARTICLE 10: RIGHTS AND PRIVILEGES
Members shall enjoy such rights and privileges as the Council may from
time to time prescribe.
The rights and privileges of every member of any grade shall be personal to
him/her and shall not be transferable by his own or by operations of law.
Any MEMBER upon attainment of age 70yrs. shall be exempted from

payment of any subscriptions and dues to the Society.
ARTICLE 11: RESIGNATION
A MEMBER which expression shall include the Student, the Graduate, the Associate, the
Corporate Member, the Chartered Member, the Fellow, and an Honorary Fellow, shall cease
to be a member:
By giving one month’s notice in writing to the Society of his intention, and
upon expiration of the notice, he/she shall cease to be a member.
If the sum due from him/her to the Society is not paid within six months of a
notice in writing by the Society requesting payment of such sum.
On passing of a resolution of the Council expelling him/her from the Society

because he/she is guilty of any conduct that is considered by the Council as
dishonorable or derogatory to the profession or Society or calculated to be
prejudicial to the attainment of any of the objects of the Society. The Society
shall notify any member expelled under this clause of such action.
PROVIDED that a member who resigns under article 11.1 shall nevertheless
remain liable for his annual subscription for the current year.
PROVIDED further that any member ceasing to be a member under article 11.3
may within one month of the notification of the Council’s decision appeal to the
Society. If brought before an Annual General Meeting, a two-third majority of
the members of the Society who are present and vote in favour of allowing the
appeal, the member shall be reinstated; after paying all subscriptions due from
him/her.
ARTICLE 12: REINSTATEMENT AND RE-ELECTION
A person who has ceased to be a member may apply for reinstatement and an unsuccessful
candidate for admission or election or re-election may renew his application from time to
time provided that a person who has ceased to be a member for any reason other than that
given in Article 11.3 shall not apply for re-election within two (2) years of the date of such
cessation of membership provided further that no application for election or re-election shall
be renewed within a year of the previous application.
ARTICLE 13: DISCIPLINE OF MEMBERS
Offences
The following shall constitute an offence against the Society under this Constitution;

a. A fraudulent or dishonest breach of any of the provision of this Constitution;

b. Engaging in dishonest practices;
c. Mismanaging embezzling or converting the Society’s money or property to
personal use;
d. Conducting oneself in a manner that is likely to embarrass the Society or that
brings the Society into hatred, contempt, ridicule or disrepute in any manner
whatsoever;
e. Disobedience or negligence in carrying out official duties or lawful
directive/decisions of the Society;
f. Engaging in subversive activities against the Society or giving wrong information
or impression about the Society to others;
g. Coming late to meetings
h. Absenteeism from the Society’s meeting and functions without permission or
reasonable cause;
i. Other misconduct or activity not befitting a member of the Society ow which is
inconsistent with the achievement of the aims and objectives of the Society;
j. The Society shall reserve the right to take disciplinary measures against any
member especially the Executive members for unjust action and after due process.
Punishment
a. Where any member or chapter of the Society is alleged to have committed any of
the above offences and is subsequently found guilty by an appropriate disciplinary
committee or National Executive Committee (NEC), punishment shall be in any of
the following forms;
i. Expulsion from the Society;

ii. Suspension from the Society for a specified period of time;
iii. Indefinite suspension or removal from office;
iv. Forfeiture of entitlement or benefits where applicable;
v. Refunds of appropriated funds / property;
vi. Reprimand/cautioning;
vii. Legal action.
b. Where a member or chapter is guilty of any of the offences outlined in Article 13.2
(a)(ii) – (iv) above, he shall be liable to automatic removal from the executive if
he/she is officer. He shall, in addition be given a month’s notice or grace to refund
such money or property(s), failure of which gives the Society the right to recover
the amount involved in any manner whatsoever including criminal persecution.
c. Where a member or chapter is guilty of the offence stated in Article 13.2(a)(v) and
(vii) above, he shall pay a fine to be recommended by the disciplinary committee
after such fine had been approved by NEC;
d. Any fine imposed on such a member or Chapter shall be paid within a specific
period and any member who refuses or fails to pay or comply with such directive
shall be suspended from attending the Society’s meetings/functions upon a vote
supported by a simple majority of the members present at any general meeting.
The

recalcitrant member or Chapter shall in addition forfeit all benefits from the
Society for long as his /her refusal/failures continuous;
e. Any member of NEC who fails to attend three (3) consecutive meetings of NEC
without lawful excuse shall lose his/her seat at NEC provided that no Chapter
represented be at liberty to nominate a replacement to fill its vacancy.
Suspension
The Council may suspend any member from exercising all or any rights, and
privileges of membership for such period as it thinks fit, provided that he/she may be
invited by Council exercising their discretion to any meeting of the Society whilst a
question relating to his/her suspension, or the cessation of his membership is being
discussed. Suspension of a member shall not exempt him from liability for any
subscription or other sum falling due from him/her to the Society during the term of
such suspension.
ARTICLE 14: EXPULSION
No member shall be expelled under Article 14 or suspended under Article 13.3 except
in pursuance of a resolution passed at a meeting of the Council at which not less than
two thirds of the members of Council present who vote do so in favour of the
resolution. Any member who becomes bankrupt or either individually or as a partner
in a firm, compounds with his/her creditors or is lawfully certified to be insane may at
the discretion of the Council be excluded from membership but shall in that event
nevertheless remain liable for any sum due from him/her to the Society.
ARTICLE 15: THE COUNCIL
There shall be a National Council of the Society (in these Articles referred to as the
Council” which shall be the governing body of the Society.
COMPOSITON
The Council shall comprise of Corporate Members, Chartered Members and Fellow
Members made up of:
(i) All elected officers of the Society

(ii) The Immediate past National Chairman
(iii) Chairmen of Chapters or their representative
(iv) Chairman SEA Board of Fellows and Body of Fellows.
(v) Representatives of the Heads of Departments of Energy Services
Operations Risk Management Administration in Nigeria nominated by the
National Council.
(vi) Two (2) Representatives of the Corporate Firm Members.
(vii) Two Representatives of the Organized Private Sector.
(viii) Up to four (4) members comprising of senior Energy Services Operations
Risk Management Administration shall be Co-opted by Council.
(ix) One member each from the technologist, technicians and craftsmen
categories who shall be co-opted by Council.
(x) A Past National Chairman shall have a right of attendance at all Council
Meetings but shall have neither voting rights nor count towards
determination of quorum at Council meeting save the immediate Past
National Chairman.
(xi) The named organizations in (v) and (vi) above shall be given not later than
October 31 of the year prior to the annual General Meeting to submit the
names of their nominees.
(xii) President Energy Services Operations Risk Management Administration
Students forum.
COUNCIL MEETINGS
(i) The council shall meet at least once a quarter and quorum at a regular meeting
shall be thirty (30) members.
(ii) The Executive Secretary shall attend Council meetings as an adviser/Secretary to
Council and shall have no voting rights.
(iii) The Council and any Committee or Board meeting may adjourn at pleasure for
such time and to such places as the members present may determine.
(iv) The Council shall conduct its meetings in accordance with these Articles and
subject there to in such manner as it may decide.
(v) The Council shall cause correct MINUTES of meetings to be kept of all
appointment of officers by the Council and of all proceedings of the Council and
of the Society and every Board or Committee of the Council or of the Society.
The minutes shall be kept in suitable books, which shall be open to inspection, by
members of the Society at all reasonable times.
DUTIES OF COUNCIL
The Council shall draw up a yearly report on the state of the Society, which shall be
presented at the Annual General Meeting. It shall be the duty of the Council to adopt
every possible means for advancement of the objects of the Society: provide for
properly conducting the business of the Society in all cases of emergency, such as the
deaths or resignation of officers, and to arrange so far as they deem it expedient for
the publication of such papers and documents as may be calculated to advance
professional knowledge and promote Mechanical Engineering Science.
ARTICLE 16: NATIONAL EXECUTIVE COMMITTEE
There shall be a National Executive Committee of the Society which shall be

responsible for overseeing the management and administration of the Society’s
affairs and shall consist of:
(i) The National Chairman
(ii) The Deputy National Chairman
(iii) Three (3) Vice National Chairmen
(iv) The Immediate Past National Chairman
(v) The Four (4) Members of Council Elected at the Annual General Meeting
(iv) The Executive Secretary.
The National Executive Committee shall meet at least once every quarter in a
year.
THE STRUCTURE
THE SECRETARIAT
(i) The Secretariat Headquarters of the Society shall be in Nigeria or any other
place as the Annual General Meeting may from time to time prescribe.
(ii) The day-to-day management of the Secretariat shall be under the charge of the
Executive Secretary.
(iii) The Secretariat shall be staffed by employees with expertise in their various
disciplines.
CHAPTERS
(i) Council shall have the power to establish Chapter(s) of the Society in such
places as it may decide. Council shall frame the Chapters bye-laws as a
derivative of this constitution and shall have power to vary same from time to
time as it deems fit.
(ii)The number of members to be established as a Chapter shall not be less than
twenty (20).
(iii) Council shall have the power to recognize or organise Students of accredited
Faculties/Colleges/Schools offering related course in Nigerian Universities and
Polytechnics/Colleges of Technology into Student Chapters of the Society
affiliated to the nearest Chapter of the Society.
(iv) Council shall have power to dissolve a Chapter, in accordance with the
Constitution, Byelaws and Regulations.
(v) Council shall have the powers to remove any Chapter Chairman who is:
i. found wanting in his/her duties.

ii. engages in derogatory activities
iii. whose Chapter financial membership at National drops by more than
five (5) below twenty(20) and/or more than 10% of their previous
years number.
iv. fails to be represented in Council for more than three (3) consecutive
times.
v. involved in fraud related activities
vi. fails to attend National AGM.
vii. engaged in financial misappropriation and/or recklessness.
ELECTION OF OFFICERS
i. The Deputy National Chairman shall automatically become the National

Chairman at the expiration of the term of the incumbent National Chairman.
ii. The Deputy National Chairman shall be elected by secret ballot at the Annual
General Meeting (AGM) from among the Vice National Chairman that have
served a minimum of Two (2) terms at the expiration of the term of the
incumbent Deputy National Chairman.
iii. The election of the Six (6) Vice Chairmen representing the six geo-political
zones as Vice National Chairmen and the four (4) members of Council shall
have tenure of one year each but shall be eligible for re-election provided that
no one may serve in that capacity for more than three (3) consecutive terms.
iv. The election of the four members of Council shall be by secret ballot at the
Annual General Meeting from among corporate members who are Nigerian
Mechanical Engineers and whose subscriptions and dues are not in arrears.
v. Candidates who are eligible for election may have served on the National
Council for at least two (2) years. Serving or Served Chapter Chairmen are not
eligible.
vi. Any member wishing to nominate a member or members for election to the
National Council shall notify the Executive Secretary on the prescribed form
duly signed by the nominees at least fourteen clear days from the date fixed for
the AGM.
vii. Candidates who are eligible for election as Vice National Chairman must have
served as Chairmen of Chapters for the last five (5) years.
viii. Candidates who are eligible for election as Deputy National Chairman must
have served as Vice National Chairman for two (2) terms.
ix. Balloting at the Annual General Meeting shall be from among Corporate
Members, Chartered Members and Fellow Members who are Nigerians and
whose subscription and dues are not in arrears.
TENURE
(i) The National Chairman shall hold office for two (2) years and shall be
succeeded by the Deputy National Chairman.
(ii) In the event of the National Chairman ceasing to hold office before the
expiration of his term, the Deputy National Chairman shall complete the year
and serve his own term as National Chairman.
(iii) All members of Council except the National Chairman and Deputy National
Chairman shall have tenure of one (1) year but shall be eligible for re-election
provided that no member may serve as elected member for more than three
consecutive terms as per Article 16.4(iii).

NATIONAL COUNCIL POWERS AND PROCEEDINGS
(i) Except where otherwise provided every decision of the National Council shall
be by a simple majority of those present, each member present having one vote
and in the event of an equality of votes the Chairman shall have a casting vote
in addition to his original vote as a member of the National Council.
(ii)Minutes of the proceedings of the National Council and of the attendance of

Member shall be recorded in a book kept for the purpose and shall be signed by
the Chairman of the next succeeding meeting at which they shall be read, and
every such minute so recorded and signed shall in the absence of proof of error
therein be considered a correct record.
(iii) An officer or member of Council shall immediately vacate his office or seat on
Council upon passing of a Council resolution carried out by at least 2/3
majority removing him from Council because he is guilty of any conduct
which is considered by the Council as dishonorable or derogatory to the
profession or Society or calculated to be prejudicial to the attainment of any of
the objects of the Society provided that the affected officer or member of
council has been given a prior opportunity to defend himself before an
investigation panel of not less than seven (7) members of Council appointed
for that purpose, subject to the quorum rules.
(iv) The National Council may in its absolute discretion either fill occasional
vacancies in the National Council without waiting for a General Meeting or
call a General Meeting to decide on the filling of the vacancies until the next
Annual General Meeting. Any person appointed by the National Council to fill
a vacancy shall hold office only until the next Annual General Meeting
following his appointment.
(v) All acts done by the National Council or by any committee appointed by the
National Council or by any member of the National Council or by its agents
shall be valid notwithstanding the subsequent discovery of some defect in them
or appointment, provided such acts are performed in good faith.
(vi) A member of the National Council may resign at any time by giving a written
notice to Secretary to Council and without prejudice to his re-election; his
office shall become vacant on his resignation.
COMPOSITION OF BOARDS AND COMMITTEES OF COUNCIL
(i) The Council may appoint Boards and Committees from among its own
members or from the members of the Society or from a combination of both, the
Chairman shall be a National Vice Chairman and the Vice Chairman shall be an
ex-officio

member of every Committee.
(ii)The terms of reference and duration of office of all committees shall be
prescribed by the Council.
(iii) Unless otherwise prescribed every Board or Committee shall continue in office
until the first meeting of the Council after one year has elapsed since its
appointment, and at such meeting the Council may dissolve such Board or
Committee or reappoint all or any of its previous members to such fresh terms
of office as it thinks fit.
(iv) A Board or Committee may ordinarily consist of not less than three and not
more than seven members.
(v) Subject to the foregoing, Boards and Committees shall conduct their business
and keep minutes in a manner as nearly as possible similar to that prescribed in
these articles for conduct of the Council. The recommendations of all Boards
and Committees shall be placed before the Executive Council.
REMOVAL FROM OFFICE
i. An Officer shall cease to hold office upon resignation, being adjudged to be

lunatic or of unsound mind, ceasing to be a member of the Society, being
officially declared bankrupt under any law in force in Nigeria, conviction of
a criminal offence involving dishonesty by a court of competent jurisdiction,
death or if recommended for removal from office by a resolution of a
member supported by a simple majority of members present at AGM.
ii. An Officer who wishes to resign shall do so by giving notice to the

Chairman, through the Secretary, stating the reasons for the intended
resignation. Such notice shall be in writing and is to be delivered by either
electronic or surface mail to the Secretary at least three (3) months prior to
the date of resignation. If accepted, the resignation shall only take effect after
three (3) months of the acceptance of resignation, such acceptance shall not
be unreasonably withheld.
APPOINTMENT
1. The Council may at its discretion appoint and removes the employee and agents
of the Society on such terms and conditions as it think fit.
2. The Council shall appoint the Chairman and other Directors of the Society’s
companies or joint Ventures on such terms and conditions as it thinks fit.
3. The Council, on the recommendation of the National Executive Committee,

shall determine who shall represent the Society on any outside bodies on
Government Councils, Boards, and agencies.
ARTICLE 17: BOARD OF TRUSTEES

APPOINTMENT OF BOARD OF TRUSTEES (BOT)
(i) The Board of Trustees of the Society (hereinafter referred to as “The

Trustees or BOT”) for the purpose of compliance with the provisions of the
Companies and Allied Matters Act, 2020 Part F, shall be appointed at the
General Meeting of the Society with at least (2/3) majority votes of members
present and voting at the Meeting.
a. There shall be Nine (9) Trustees for the Society known as Board of
Trustees including the National Chairman
b. Only honest, capable, and committed members interested in the affairs of
the Society are eligible for appointment as trustee(s).
c. The BOT shall appoint from among themselves a secretary to provide
the necessary support at meetings.
(ii)Subsequent appointments, the Chairman of the Board shall be a former

National Chairman of a least five years standing. At least four other
members of the Board shall be former National Chairmen, whilst the others
shall have been members of the Society for at least fifteen years.
(iii)The Trustees shall be known as THE REGISTERED TRUSTEES OF
THE SOCIETY OF ENERGY ADMINISTRATORS, NIGERIA.
DUTIES OF BOARD OF TRUSTEES (BOT)
1. The BOT shall become a corporate body by the name described in the
registered name of the certificate issued by CAC and shall have the power to
sue and be sued in the corporate name.
2. Shall acquire and hold any instrument under common seal and interest in any
property. It can convey, assign, or demise such instrument.
3. The Board of Trustees shall act as custodians of the assets and objects of the
Society and shall hold in trust for members, any assets, properties, fixed
deposits, stock, and shares belonging to the Society. It shall not be limited in
the exercise of its discretions to ensure that the assets of the Society are
judiciously and economically applied in achieving the objects of the Society.
4. Decide on the lodgment of excess cash into a fixed deposit account to be
opened in the name of the Society.
5. Be the custodian of certificates or instruments and securities, making same
available on demand by the appropriate authority.
6. All instruments and securities that require signatures on behalf of the Society
shall be executed by the signatures of the Chairman and Secretary of the BOT,
and electronic signatures will suffice in special circumstances, as long as the
consent of all members of the BOT is sought and obtained in writing at a
virtual meeting set up for that purpose.
REMOVAL OF BOARD OF TRUSTEES (BOT)
The tenure of members of the Board shall be three (3) years in the first instance
with one-third of the members retiring thereafter each year in chronological
order of appointment. A retiring member shall be eligible for re-appointment
provided no member shall serve for more than two (2) terms.
Notwithstanding the above, a Trustee shall cease to hold office if he/she:
i. Resigns his office.

ii. Adjudged to be lunatic or declared to be of unsound mind.
iii. Is officially declared bankrupt under any law in force in Nigeria.
iv. Recommended for removal from office by a resolution of a Trustee
supported by simple majority.
v. Is convicted of a criminal offence involving dishonesty by a court of
competent jurisdiction.
vi. Dies
A Trustee may resign his membership for any reason, provided an application
in that regard is forwarded to the BOT. Upon the acceptance of the said
application by the BOT with a vote of simple majority of the BOT, such
resignation shall be deemed duly accepted.
Upon vacancy, the remaining Trustees shall immediately appoint a replacement

to fill the vacancy.
ARTICLE 18: COMMON SEAL
a. The Trustees shall have a common seal.

b. Such common seal will be kept in the custody of the Secretary to the BOT who shall
produce it when required for use by the Trustees.
c. The seal will be used to authenticate all the vital documents of the SOCIETY OF
ENERGY ADMINISTRATORS, NIGERIA executed by the BOT on behalf of the
Society.
d. All documents to be executed by the Trustees shall be signed by such relevant
Trustees in the presence of other Trustees and sealed with the common seal of the
Society.
e. The Trustees shall apply to the Corporate Affairs Commission for Certificate of
Incorporation under the Companies & Allied Matters Act, 2020 Part F.
f. Upon the issuance of a Certificate of Incorporation, the Trustees shall have the power
to purchase properties in any part of the world on behalf of the Society.
ARTICLE 19: MEETINGS
THE ANNUAL GENERAL MEETING (AGM)
An Annual General Meeting (AGM) shall be held in each Calendar year at such
time and place as may be determined by the BOT and the National Council, but
the first Annual General Meeting shall be held within three (3) months of
inauguration.
All other meetings shall be called Extra-Ordinary Meetings. All Meetings shall be
held at a place to be determined from time to time by the National Council.
The purpose shall be to transact the business of the Society, the election of the
Deputy National Chairman and other elected members of council, the
appointment of Auditor and authorizing Council to fix their remuneration, for
receiving and adopting the accounts of the Society and the Auditor’s report, the
report of the Executive Council on the past year’s transactions and for
discussing any matters incidental to the profession.
Written papers of professional interest shall be read and discussed at any General
Meetings of the Society.
Any member wishing to bring before any General Meeting a motion not relating
to business specified in Article 19.1.3 shall submit such motion to the Secretary
to Council not later than thirty (30) days before the date of such meeting. No
such motion shall be put before an Annual General Meeting unless notice has
been so given. Copies of all such notices shall be posted to each member at his
last registered address at least fourteen days before the date of the meeting.
At least forty-two 42 days before the date fixed for each AGM, the Secretary to
Council shall send a notice to every member of the Society at his registered e-
mail address specifying the time, date and place fixed for the meeting.
All members of the Society shall be entitled to attend and participate in the AGM.
AGMs shall be held either virtually or a hybrid of physical and virtual meetings.
Except where otherwise expressly stipulated, decisions by the AGM shall be by

simple majority.
EXTRA-ORDINARY GENERAL MEETING
An Extraordinary General Meeting may, at any time, be called by the Executive

Committee of its own accord OR shall be called by the National Council when it is

requested to do so by not less than Hundred (100) corporate, chartered and fellow
financial members provided that such members either jointly or severally submit to
the Secretary to Council their request in writing signed by all stating in full the
objects for which the meeting is required.
If the Executive Council on being requested to call a meeting in accordance with

Articles 19.2.1 fails to do so for more than 28 days, the requisitionists may
themselves call the meeting in a manner almost similar to that in which meetings
are called by the Executive Council.
The Secretary to Council shall give notice for any Extra Ordinary General Meeting
to Council in a similar manner to that given for Annual General Meetings.
All Extra-Ordinary General Meetings shall be held as Council directs.
No business shall be transacted at any meeting of the Society except such as has
been specified in the notice convening it or in any subsequent notice issued in
accordance with this Articles.
All businesses transacted at an Extra-ordinary General Meeting shall be deemed

special.
QUORUM
GENERAL MEETINGS
The quorum for an Annual or Extra-Ordinary General Meeting shall be One Hundred
(100) corporate, chartered, and fellow financial members of the Society and no
business shall be transacted at any such meeting unless such quorum be present at the
commencement of business. In the absence of a quorum one hour after the scheduled
commencement of the meeting, it shall:
(a) If an Annual General Meeting, stand adjourned until the same day or not later
than 28 days later at the same time and place. If at such adjourned meeting a
quorum is not obtained, fifty (50) of those members present shall form a quorum
and may transact the business.
(b) If an Extra-ordinary General Meeting, be dissolved.
NATIONAL COUNCIL
(a) The quorum for a regular meeting of Council shall be thirty (30) at the
commencement of business.
(b) In the absence of a quorum one hour after the scheduled commencement of a
meeting, the meeting shall be rescheduled.
(c) For the purpose of Article 10.3.2(a) the subject may be re-scheduled twice after
which a quorum of ten (10) shall apply.
(d) A General Meeting may be adjourned by the National Chairman with the consent
of the meeting, from time to time and place to place and no notice of such
adjourned meeting shall be given, and no business shall be conducted at such
adjourned meeting other than business left unfinished at the meeting for which
adjournment took place.
VOTING
Subject to a poll being demanded as hereinafter mentioned, every question shall
be decided by a simple majority of the members present personally by show of
hands except such matters are required by this constitution to be decided in any
other manner. In case of equality of votes the National Chairman (or the
Chairman as the case may be) shall have a casting vote in addition to his vote
as a member. The declaration of the Chairman, subject to a poll being
demanded, that a resolution carried or not carried as the case may be, and an
entry to that effect in the minutes of the meetings shall be sufficient evidence
of the result of any vote on any resolution.
A poll may be demanded by the Chairman or by not less than forty (40) members
personally present at a General Meeting, and on such poll being demanded the
Chairman shall immediately cause the resolution or amendment or which the
poll is demanded to be reduced to writing and voting papers containing such
resolution or amendment shall be issued by the Secretary to Council within
seven days of the meeting and returned to him not later than 21 days after the
meeting and the result of the poll shall be deemed the resolution of the General
Meeting at which the poll was demanded. The members demanding a poll may
nominate two members to act as scrutinizers on their behalf. No poll may be
demanded on the election of Chairman or National Chairman, the appointment
of scrutinizers or the adjournment of any meeting. The demand for a poll shall
not prevent the meeting continuing to transact business not the subject of a
demand for poll.
Every Corporate Member shall have one vote at every General Meeting at which
he is present personally, provided that his subscription is not in arrears. In the
event of an equality of votes the Chairman shall have a casting vote in addition
to his original vote.
CALLING OF COMMITTEE AND BOARD MEETINGS

The Executive Secretary to Council or Committee or Board as the case may be,
shall at the request of the Chairman or in his absence the Vice Chairman as the
case may be, or at the request of not less than 50 per cent or half of the members
of the Council or of the Committee or Board, call a meeting of the Executive
Council or of the

Committee or Board and shall (unless otherwise unanimously agreed) give not less
than fourteen 914) clear days’ notice of such meeting to all members of the
Council or of such Committee or Board specifying briefly in such notice the
agenda of the meeting.
ARTICLE 20: LIBRARY
The Society shall maintain a reference library for the exclusive use of members
provided that Council may grant temporary permission for other persons or
learned Societies to benefit from this facility and provision shall be made for the
proper up- keep and custody of books and other documents deposited therein.
ARTICLE 21: REGISTER OF MEMBERS
The Council shall cause a register of members to be kept containing the names of
all persons who are or have been members of the Society, the dates on which they
become and (where applicable) cease to be members, the nature of the member’s
business and his last known address. The register shall be open to inspection of
members at all reasonable times and shall be published as an official register once
every two years.
ARTICLE 22: APPOINTMENT OF AUDITOR(S)
(i) Independent qualified and licensed Auditor(s) shall be appointed during the
Annual General Meeting to audit the financial records of the Society for the
previous year and submit an audited report to the Annual General Meeting of the
Society.
(ii) The audited financial statements (balance sheet and income and expenditure
account) duly certified by independent auditors shall be annexed to the annual
returns and filed with the Corporate Affairs Commission as at when due.
ARTICLE 23: AMENDMENT
i. The Society may alter the provisions of its Constitution at the Annual
General Meeting.
ii. Any proposal for amendment of this Constitution shall be forwarded to
the Secretary to the Governing Council for circulation amongst members
at least two months before the AGM, where it shall be discussed.
iii. The amendments shall be moved as a motion, if supported shall be
debated, discussed fully, and put to vote.
iv. A motion for an amendment is passed when it is supported by a resolution
passed by a simple majority of its members present and voting at the
AGM

and approved by the Commission.
v. No addition, alteration or amendment shall be made to or in the
Constitution for the time being in force, unless same has been previously
submitted to and approved by the Governing Council and the
Commission.
vi. Any amendments made to the Constitution shall only be binding on
subsequent actions of appointed executives or members.
vii. No amendment shall take retroactive effect.
ARTICLE 24: SPECIAL CLAUSE
1. THE INCOME AND PROPERTY of SOCIETY OF ENERGY

ADMINISTRATORS, NIGERIA wheresoever derived shall be applied solely
towards the promotion of the aims and objectives of the Society as set forth in this
CONSTITUTION, and no portion thereof shall be paid or transferred directly or
indirectly, by way of dividend, bonus, or otherwise howsoever by way of profit, to
the members of the Society.
2. PROVIDED that nothing herein shall prevent the payment, in good faith,
or reasonable and proper remuneration to any officer or servant of the
SOCIETY OF ENERGY ADMINISTRATORS, NIGERIA in return
for any service actually rendered to the Society, to the extent that no
member of the council of management or governing body shall be
appointed to any salaried office of the Society or any office of the Society
paid for by fees; and that no remuneration or other benefit in money or
monies worth shall be given by the Society to any member of such council
or governing body except repayment of out-of-pocket expenses or
reasonable and proper rent for premises demised, or let to the Society or
reasonable fees for services rendered.
3. In event of the WINDING UP or DISSOLUTION of the Society if there

remains, after the satisfaction of all its debts and liabilities, any property
whatsoever, the same shall not be paid to, distributed among the members
of the Society but shall be given or transferred to some other Society or
Societys, having objectives similar to the objectives of the Society and the
body or bodies are prohibited from distributing its or their income and
property amongst its or their members to an extent at least as great as is
imposed on the Society under or by virtue of the SPECIAL CLAUSE
hereof, such Society or Societys to be determined by the members of the
Society effect cannot be given to the aforesaid provision, than to some
charitable object.

SIGNATURES
Chairman BOT
Mr.
Date: ………………………
Trustee
Mr.
Date: ………………………
Trustee
Mr.
Date: ………………………

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Constitution For The Society of Energy Administrators, Nigeria

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CONSTITUTION

ENERGY SERVICES SYSTEM MANAGERS

(A PROFESSIONAL BODY FOR SOCIETY OF

Page | 1 Loss Prevention: Life, Property and Environment integrities

ENERGY SERVICES SYSTEM MANAGERS LIMITED

ENERGY SERVICES SYSTEM MANAGERS LIMTED is an establishment

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ARTICLE 1: GENERAL PROVISIONS...........................................................................4

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A. NAME AND ADDRESS

The name shall be ENERGY SERVICES SYSTEM MANAGERS LIMITED a

B. THE MISSION OF THE SOCIETY ENERGY ADMINISTRATORS

C. THE VISION OF THE SOCIETY ENERGY ADMINISTRATORS

D. THE MOTTO OF THE SOCIETY OF ENERGY ADMINISTRATORS

ARTICLE 2: SUPREMACY OF THE CONSTITUTION

ARTICLE 3: AIMS AND OBJECTIVES

The objectives for which the Society is established are: -

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3. To promote, encourage and maintain a high standard of energy services

4. To present to the government in Nigeria, or any other individual or bodies or

5. To provide a body to which the Government or other official or unofficial

6. To facilitate dissemination and exchange of ideas among professional

i. Anticipate and access the changing needs of Nigeria and advise

ii. Provide independent and expert advice on matters of national importance

iii. Recognize energy services operations risk management contractors and

iv. Provide a forum to report research and development activities in energy

v. Apply for any legislation, parliamentary or otherwise that would further

7. To study and resolve the professional problems confronting its members.

8. For accountability in energy services system management ; for effective energy

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ARTICLE 5: SOURCE OF FUNDS

1. Voluntary donations and contributions from members and non-members of

ARTICLE 6: DISBURSEMENT AND APPLICATION OF FUNDS

ARTICLE 7: KEEPING OF ACCOUNT

a. National Chairman and Deputy National Chairman

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 Have a minimum educational qualification of an OND or NCE

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A person seeking Student membership shall be undergoing a regular course of

A person seeking Graduate membership shall have undergone a regular course of

A person seeking election, as an Associate of the Society shall possess an academic

(i) Foundation Member - Enerad (MSEA)

ENROLMENT FEES AND ANNUAL SUBSCRIPTIONS

ARTICLE 9: FINANCIAL PERIOD

ARTICLE 10: RIGHTS AND PRIVILEGES

Any MEMBER upon attainment of age 70yrs. shall be exempted from

On passing of a resolution of the Council expelling him/her from the Society

ARTICLE 12: REINSTATEMENT AND RE-ELECTION

ARTICLE 13: DISCIPLINE OF MEMBERS

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i. Expulsion from the Society;

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ARTICLE 14: EXPULSION

ARTICLE 15: THE COUNCIL

(i) All elected officers of the Society

ARTICLE 16: NATIONAL EXECUTIVE COMMITTEE

There shall be a National Executive Committee of the Society which shall be

i. found wanting in his/her duties.

i. The Deputy National Chairman shall automatically become the National