The name of the organisation shall be Akpos Mezeh Foundation (AMF). The Foundation shall be registered as Incorporated Trustees under Part F of the Companies and Allied Matters Act, 2020, operating as a non-profit, non-partisan, and charitable entity dedicated to public benefit.
The Foundation shall have perpetual succession and a common seal, may sue and be sued in its corporate name, and may acquire, hold, or dispose of property necessary to realise its lawful objectives.
The registered office shall be located in Tamigbe Community, Burutu Local Government Area, Delta State, Nigeria. The Foundation shall maintain an operational presence in Delta State and the broader Niger Delta Region as required by its projects and partnerships.
Vision: To empower the Niger Delta Region through holistic education, human development, and transformative social engagement, thereby nurturing competent, ethical, and compassionate leaders.
Mission: To provide access to quality education, foster competency development, and promote socio-economic empowerment and environmental sustainability.
The Foundation shall embody values of integrity, inclusivity, accountability, and transparency in all undertakings. These statements constitute the moral and institutional compass of AMF and shall be reflected in all strategic, operational, and public documents.
The objectives of AMF are to:
These objectives shall be implemented through strategic plans, annual budgets, and Board-approved programmes.
The operations and decisions of AMF shall be anchored on the following core values:
To realise its objectives, AMF shall have the power to:
All powers shall be exercised solely for public benefit and in accordance with Nigerian law.
All income and property of AMF shall be applied exclusively for the promotion of its objectives. No trustee, member, or staff shall benefit from the Foundation’s income except through legitimate remuneration for services rendered or reimbursement of verified expenses. This ensures that AMF remains a strictly non-profit and public-interest institution.
AMF shall function as a trustee-governed foundation without a general membership structure. However, it may recognise and engage categories of Associates, Fellows, Partners, and Volunteers.
The Board may organise annual stakeholder forums to present audited accounts, programme outcomes, and strategic priorities, thereby fostering transparency, learning, and community ownership.
The Board of Trustees (hereinafter referred to as “the Board”) is the apex governing body responsible for AMF’s strategic direction, policy oversight, and institutional integrity.
Inaugural Trustees:
Tenure: Trustees shall serve subject to performance reviews, maintaining good standing, and continued eligibility under applicable law. The Board may co-opt additional members to enhance diversity, technical expertise, or representation, subject to CAC notification and compliance with CAMA 2020.
9.1 Chairman – Chief (Dr.) Akpobolokami Andy Mezeh
Provides strategic and visionary leadership, presides over all meetings, ensures effective governance, and represents AMF at official and inter-organisational engagements. The Chair shall co-sign all official instruments and uphold the Foundation’s moral and ethical standing.
9.2 Vice-Chairman – Cmr. Togo Ojobokeme
Assists the Chair and acts in his absence. Oversees the Governance and Nominations Committee and liaises with government agencies, professional associations, and local communities to foster institutional synergy and compliance.
9.3 Secretary – Evang. Zenetubor Pelle Emeleakpo
Serves as custodian of the Foundation’s records, issues meeting notices, maintains statutory registers, prepares minutes, and manages correspondence with regulatory bodies such as CAC. The Secretary ensures all legal filings and resolutions are documented and stored appropriately.
9.4 Treasurer – Pastor Paddy Boye Peretu
Supervises financial operations, prepares periodic financial reports, ensures compliance with accounting standards, and oversees audits. Chairs the Finance, Audit, and Risk Committee, ensuring transparency in all financial dealings.
9.5 ICT & Compliance Officer – Cmr. Fabian Agbogidi
Leads the digital transformation and ensures adherence to the Nigeria Data Protection Act (2023) and Anti-Money Laundering (AML) regulations. Oversees cybersecurity, data governance, and registration with SCUML.
9.6 Education & Research Quality – Evang. Salvation Amadi
Coordinates all academic, research, and training programmes, fostering collaboration with universities, research institutes, and NGOs. Ensures educational content and research projects meet internationally accepted standards and integrate sustainability principles.
The Board shall meet at least four times annually, and may convene extraordinary meetings as needed. A quorum shall be a simple majority of serving trustees, including either the Chair or the Vice-Chair. Decisions shall be made by consensus where possible, failing which by a majority of those present and voting; in the event of a tie, the Chair shall have a casting vote. Meetings may be held physically or virtually, provided identity verification and record-keeping standards are met. Minutes approved by the Chair and Secretary shall constitute the official record. Electronic signatures and filings are valid to the extent permitted under CAC rules, recognising the Commission’s automation of pre- and post-incorporation procedures (KPMG, 2021).
The Board may constitute Standing and Ad-hoc Committees to enhance effectiveness and oversight.
11.1 Standing Committees and Their Functions
11.2 Ad-hoc Committees
The Board may establish ad-hoc committees for specific projects or investigations, which shall automatically dissolve upon the completion of their mandate.
The financial year shall run from 1 January to 31 December, consistent with prevailing CAC practice guidelines for Incorporated Trustees. AMF shall maintain accurate books of account, approve annual budgets before the start of each financial year, and subject its accounts to independent audit by a registered auditor appointed by the Board. The Board shall ensure timely filing of bi-annual returns (for periods ending 30 June and 31 December) and the statutory annual return, together with required financial statements and trustee information, in line with CAMA 2020 and the Companies Regulations 2021 (PwC, 2021; Companies Regulations, 2021).
AMF shall operate bank accounts in reputable Nigerian banks. The Board shall approve bank signatories and transaction thresholds. All payments shall align with the approved budget, procurement policies, and donor conditions, with dual authorisation and segregation of duties to prevent conflicts and irregularities. The Treasurer shall present quarterly financial reports to the Board, with the exception of reporting on variances and risk mitigations.
Trustees and officers shall disclose any direct or indirect interests in transactions or decisions of AMF and shall recuse themselves from related deliberations and votes. A register of interests shall be maintained by the Secretary and updated annually. Codes of conduct, safeguarding policies for children and vulnerable persons, anti-fraud and whistle-blowing procedures, and data protection policies shall be adopted and enforced across AMF’s operations and partners. Breaches may attract sanctions up to removal from office and reporting to competent authorities.
AMF may employ staff and engage volunteers in accordance with Nigerian labour standards and its internal human resource policies. Recruitment shall be merit-based and inclusive, with equal opportunity regardless of gender, ethnicity, religion, or disability status. Volunteers shall operate under written terms, with induction and supervision aligned to programme standards.
All programmes shall have clear theories of change, logical frameworks, budgets, risk assessments, and safeguarding measures. The Secretary, as M&E Lead, shall coordinate data systems, periodic evaluations, and learning products to inform Board decisions and donor reporting. Findings shall be disseminated to communities and partners to enhance transparency and uptake. Where relevant, programme design will integrate environmental sustainability and digital transformation to maximise reach and resilience (AMF Concept Note).
AMF may receive donations, grants, and gifts from lawful sources, subject to due diligence procedures that uphold integrity and prevent money-laundering or terrorism-financing risks. The ICT/Compliance Lead shall coordinate SCUML registration and ongoing compliance, maintain donor due diligence records, and present compliance reports to the Finance, Audit & Risk Committee (SCUML, 2025; SCUML, 2021).
Public representations shall be authorised by the Chair or a designate. AMF’s name, logo, and brands shall be protected from misuse. Advocacy shall be evidence-based, non-partisan, and aligned with AMF objectives and legal obligations.
AMF shall have a common seal kept in the custody of the Secretary and used only by authority of the Board, with impressions recorded in a register. Documents requiring execution under seal shall be signed by two authorised trustees, including the Chair or Vice-Chair and the Secretary or Treasurer.
This Constitution may be amended by a two-thirds majority of serving trustees at a duly convened meeting, provided that the proposed amendments have been circulated at least fourteen days in advance. Where the amendment concerns fundamental objects or trustee provisions, statutory notifications and approvals shall be made to the CAC in accordance with CAMA 2020 and the Companies Regulations 2021 (Corporate Affairs Commission, 2021).
AMF may only be dissolved by a resolution passed by at least two-thirds of serving trustees at a meeting called for that purpose and, where required, subject to court order or regulatory oversight under CAMA. Upon dissolution, assets remaining after satisfaction of liabilities shall be transferred to one or more charitable organisations in Nigeria with similar objects, and in no case distributed to trustees or staff (Companies and Allied Matters Act, 2020).
In this Constitution, words importing the singular include the plural and vice-versa; “Board” means the Board of Trustees; and “CAMA” means the Companies and Allied Matters Act, 2020, including subsequent amendments and regulations. Any matter not expressly provided for shall be determined by the Board in accordance with Nigerian law and good governance practice. This Constitution shall take effect from the date of adoption by the Board and remains in force until amended or repealed in accordance with Article 20 above.
Minutes of the Inaugural Meeting of the Board of Trustees of the Akpos Mezeh Foundation (AMF)
Held on: 4th October, 2024
Venue: Virtual Platform WhatsApp
Time: 8:00pm
Present:
Agenda:
Proceedings: The meeting commenced with an opening prayer led by Evangelist Zenetubor Pelle Emeleakpo. Chief (Dr.) Akpobolokami Andy Mezeh, the Chairman, welcomed all members and reiterated the vision of the Foundation to empower the Niger Delta region through education, capacity development, and social transformation.
The draft Constitution was presented by the Secretary, discussed clause by clause, and unanimously adopted. Trustees commended the legal clarity, governance provisions, and accountability framework embedded in the document.
Resolutions included authorisation for CAC registration and a bank account to be opened in the name of the Foundation with named signatories.
Contains trustees’ statutory declarations under Section 825 CAMA and a summary of the CAC form IT01 trustees' particulars. Fields such as principal address and some particulars are placeholders to be completed for registration.
Trustees’ particulars, extract summary and statutory declarations are included as required by law.
PUBLIC NOTICE OF INTENTION TO REGISTER
Notice is hereby given to the general public that the above-named organisation has applied to the Corporate Affairs Commission, Abuja, for registration under Part F of the Companies and Allied Matters Act, 2020, as an Incorporated Trustee body.
The following persons are the trustees of the Foundation: Chief (Dr.) Akpobolokami Andy Mezeh; Cmr. Togo Ojobokeme; Agbogidi Tam Fabian; Evang. Zenetubor Pelle Emeleakpo; Pastor Paddy Boye Peretu; Evang. Salvation Amadi.
Any objection to the registration of this Foundation should be forwarded within twenty-eight (28) days of this publication to the Registrar-General, Corporate Affairs Commission, Plot 420, Tigris Crescent, Maitama, Abuja.
The Akpos Mezeh Foundation (AMF) recognises that trustees, officers, and employees owe the organisation a fiduciary duty of loyalty and integrity. In line with Sections 829–830 of the Companies and Allied Matters Act, 2020 (CAMA), every trustee is obliged to avoid situations in which personal, financial, or professional interests could conflict with those of the Foundation. Trustees must disclose conflicts annually and recuse themselves as required. Breaches may attract disciplinary measures up to removal from office.
AMF affirms that the protection of children, young people, and vulnerable adults is a moral and legal obligation. The Foundation shall maintain zero tolerance to abuse, implement reporting mechanisms, confidential investigations, and ensure mandatory training for staff and volunteers. The Education & Research Quality Lead shall coordinate safeguarding.
AMF will maintain internal controls, segregation of duties, documented approvals, audits, and a confidential whistle-blowing channel. Reports will be investigated and escalated where necessary. Whistle-blowers shall be protected.
In compliance with NDPR and the Nigeria Data Protection Act, 2023, AMF will process personal data lawfully, store securely, limit access, appoint a DPO (ICT & Compliance Lead) and report breaches to NITDA within 72 hours.
Pursuant to the Money Laundering (Prevention and Prohibition) Act, 2022 and SCUML rules, AMF will conduct donor due diligence, maintain transparent financial records, register with SCUML, and conduct AML audits in collaboration with the Treasurer and ICT & Compliance Lead.
