Vision

Mission

The VASON Concept

The VASON Constitution

The Visual Arts Society of Nigeria (VASON) was formed in response to the growing concerns various constituents such as artists, teachers, administrators, promoters, dealers, collectors and patrons have been having about the visual arts sector.

The consensus was that something positive needed to be done to ameliorate the present situation whereby visual arts developments seemed to be inconsistent and uncoordinated, especially in the area of awareness building, appreciation and contributions to Nigeria’s cultural heritage. The vacuum created by the slow pace of activities of government agencies has been a rallying point for constituents.

After several meetings and brainstorming sessions, the Visual Arts Society of Nigeria (VASON) was born in mid-2005. By September 2006 VASON was formally registered at the Corporate Affairs Commission in Abuja as a non-profit, non-governmental organization. With a ten person Board of Trustees, Chaired by Mr. Sammy Olagbaju and assisted by Chief Rasheed Gbadamosi, VASON is set to reshape the visual arts sector in Nigeria for the better. The overall goal is to put in place an institution of international standard that will compliment the efforts of government in the promotion, presentation and preservation of Nigeria’s visual art heritage.

Taking a cue from the success of the MUSON Centre, established by the Musical Society of Nigeria, VASON has been encouraged to develop appropriate programming that will engender the development of Nigeria’s visual arts sector.

As part of the strategy to achieve this goal, the intention is to eventually establish a cultural centre that will enable the proper display of permanent and temporary exhibitions of traditional and contemporary visual art, the provision of studio facilities for residencies and other academic pursuits, lecture halls with modern audiovisual facilities, a resource centre with library and archival facilities, a shop for the sale of books, prints, and merchandised gift items, accommodation and lodgings for visiting artists and a restaurant.

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It will be a permanent structure much like the MUSON Centre.

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THE CONSTITUTION OF VISUAL ART SOCIETY OF NIGERIA

PREAMBLE

We the members of VISUAL ARTS SOCIETY OF NIGERIA having FIRMLY AND SOLEMNLY RESOLVED to come together to promote the appreciation and enjoyment of visual arts both within and outside Nigeria and to collaborate with other institutions and organizations in the upgrading of the technical standards of visual art in Nigeria to international standards do hereby MAKE, ENACT and GIVE to ourselves the following Constitution.
ARTICLE I: NAME
The name of the Association shall be VISUAL ARTS SOCIETY OF NIGERIA (hereinafter called “the Society”).
ARTICLE II: REGISTRATION
The Society is an independent, non-governmental and non-profit-making body, and shall be registered with the Corporate Affairs Commission in the above name.
ARTICLE III: AIMS AND OBJECTIVES
The aims and objectives for which the Society is established are:
(i) To promote the appreciation and enjoyment of visual arts in Nigeria and within the continent of Africa.
(ii) To promote the appreciation of Nigerian and African visual arts within and outside the continent of Africa.

ARTICLE IV: TRUSTEES
(i) There shall be Trustees, being a body corporate having perpetual succession and Common Seal who shall apply for registration under the Companies and Allied Matters Act, 1990;
(ii) Such Trustees (hereinafter known as “the Trustees”) shall be at least four (4) but no more than (10) in number and shall be known as “THE INCORPORATED TRUSTEES OF VISUAL ARTS SOCIETY OF NIGERIA
(iii) The Trustees shall be elected at a general meeting by a simple majority of members of the Society present and voting.
(iv) The Trustees shall hold office for five (5)years with liberty to be re-appointed for one further term of five (5) years and no more but shall cease to hold office if he/she:
(a) Resigns his office as a Trustee;
(b) Ceases to be a member of the Registered Trustees of Visual Arts Society of Nigeria;
(c) Becomes insane;
(d) Is officially declared bankrupt;
(e) Is convicted of an offence involving dishonesty by a court of competent jurisdiction;
(f) Is recommended for removal from office by resolution of a Board of Governor’s and Trustees majority vote of members present at any General meeting; or
(g) Ceases to reside in Nigeria.
(v) Upon vacancy occurring in the number of Trustees, a General Meeting will be convened to appoint another eligible member of the Association to fill the vacancy;
(vi) Every new Trustee shall before acting in the trust hereof sign in the Minute Book for which provision is made a declaration of acceptance of willingness to act in the trusts thereof;
(vii) The Trustees shall hold meetings at least three (3) times in every calendar year and at such other times and in such places as they shall from time to time decide and any Trustee may at any time convene a special meeting of the Trustees of the matter to be discussed.

ARTICLE V: POWER OF TRUSTEES/INDEMNITY
(i) The Trustees shall have power generally to ensure the realization of the aims and objectives of the society including the protection of the rights and interests of the society;
(ii) The Trustees shall have power to accept and hold in trust, all
land belonging to the Registered Trustees of the Visual Arts
Society of Nigeria and acquire land on behalf of the
Registered Trustees of the Visual Arts Society of Nigeria
subject to such conditions as may be imposed by the relevant
approving authority;
(iii) All properties of the Association shall be vested in the Trustees who may deal in such properties either by way of sale, lease, charge or mortgage or otherwise as directed by the Society in a resolution passed by at least 2/3 of members in a properly constituted General Meeting;
(iv) The Trustees shall not be liable (otherwise than as members) for any loss suffered by the Society in the discharge of their duties EXCEPT such loss results from the willful misconduct or default of the Trustees, and they shall be entitled to be indemnified out of the Society for all reasonable expenses and/or liabilities incurred by them in the discharge of their duties.

ARTICLE VI: USE AND CUSTODY OF THE COMMON SEAL
(i) The Trustees shall have a Common Seal which shall be a copyright property of the Society;
(ii) The Common Seal shall be kept by the secretary of the Society governing body who shall produce it when required for the use of the Trustees;
(iii) All documents required to be signed or executed by the Trustees shall be signed by the Chairman of the board of Trustees as first signatory with Secretary or any other Trustee as second signatory, and sealed with Common Seal of the Society.

ARTICLE VII: MEMBERSHIP
(i) Membership of the Society shall be open to such persons who have attained the age of 18 years and adjudged to be fit and proper persons by the Board of Trustees ;
(ii) The Board of Trustees may make further provisions as to membership from time to time

ARTICLE VIII: MEETINGS
(i) A general meeting of members of the Society shall be convened at least once in every calendar year;
(ii) Extraordinary meetings may be summoned at the request of not less than four members;
(iii) A simple majority vote shall suffice in deciding specific issues;
(iv) Seven (7) persons shall constitute a quorum at general and extra ordinary meetings of the Society;
(v) Save in cases of emergency, notice of meeting and the agenda therefore shall be sent out 14 (fourteen) days in advance of the date of meeting.

ARTICLE VI: ADMINISTRATATION/GOVERNING BODY
(i) The following shall constitute the administration /governing body of the Society:
(a) Board of Trustees
(b) Honorary Secretary
(c) General Coordinator
(d) Patrons.

(i) Board of Trustees:
(a) There shall be a Chairman of the Board of Trustees who shall be appointed by the Trustees for the time being from among themselves, and shall, subject to the provisions of this Constitution, hold office for a term of Five years and may be re-appointed;
(b) the Chairman shall preside over all meetings of Trustees of the Board and general meetings of the Society and shall have a second or casting vote;
(c) A Vice Chairman shall be appointed by the Board of Trustees and shall act as Chairman in the absence of the Chairman;
(d) If neither the chairman not the Vice Chairman is present at a meeting, the particular assembly may elect among themselves a Chairman specifically for the meeting;
(e) The Trustees shall appoint a full time General Coordinator and approve any other staff appointments and determine their conditions of service;
(f) The Board of Trustees shall hold meetings at least three(3) times in every calendar year and at such other times and in such places as they shall from time to time decide; and any Trustee may at any time convene a special meeting of the Trustees of the matter to be discussed;
(g) Four (4) Trustees shall constitute a quorum at any meeting of the Board of Trustees;
(h) The Trustees shall provide and keep a minute book in which shall be entered the proceedings of the Trustees and shall be signed by the Chairman at the conclusion of each meeting or at some future meeting if the minutes shall have been duly confirmed.
(ii) The Honorary Secretary shall:
(a) Be appointed by the Board of Trustees;
(b) With on the direction and /or approval of the Chairman arrange for Board Meetings and General Meetings of the Society;
(c) Prepare and keep minutes of all meetings of the Society;
(d) Be the custodian of the Common Seal;
(e) Discharge such other duties or assignments as may be delegated by the Board of Trustees.
(iii) General Coordinator shall:
(a) Be a full time officer appointed by the Board of Trustees upon such terms and conditions as may mutually be agreed;
(b) Be responsible for the day to day running of the Society’s affairs under the general direction/control of the Board of Trustees;
(c) Keep financial books wherein all the funds, incomes and expenditures of the Society are recorded;
(d) Ensure that all monies of the Society are lodged in the name of the Society within a reasonable time of the receipt thereof;
(e) Prepare and present periodic financial reports as directed by the Board of Trustees, and at each Annual General Meeting;
(f) Make all payments authorized by the board of Trustees and /or approved by the Chairman;
(g) Assist the auditor(s) in the discharge of his/their assignment;
(h) Discharge and perform such other duties or assignments as may be delegated by the Board of Trustees.
(vi) Patrons
(a) Any person who has rendered services to the Society or made contributions of such nature that in the opinion of the Trustees should be recognized as a Patron shall upon a resolution of the Trustees duly passed and approved at an Annual General meeting be appointed a Patron of Visual Arts Society of Nigeria
(b) A Patron shall remain a Patron for life PROVIDED that any patron who subsequent to his /her appointment engages in such activities which in the opinion of the Trustees are inimical to or inconsistent with the objects of the Society may be removed upon resolution of the Trustees duly passed and approved and approved at an Annual General Meeting;
(c) Patrons shall be notified of all activities of the Society and shall be entitled to attend all functions of the Society free of charge.

ARTICLE X: FINANCE –DERIVATION, MANAGEMENT AND AUDITING
(i) DERIVATION:
(a) the activities of the Society shall be funded through donations, grants and advances by persons and organizations from both within and outside the Society, and from membership fees, levies, fines, dues, contributions and subscriptions;
(b) All income of the Society shall be vested in the Trustees who shall apply the same solely to the objectives of the Society;
(c) No dividend bonus or other payment by way of profit or remuneration shall be paid to members or honorary officers of the Society subject to reimbursable expenses incurred for official purposes from time to time;

(ii) MANAGEMENT /BANK ACCOUNT:
The Society shall keep current and savings accounts with such reputable banks or other financial institutions as the society may approve from time to time. The Chairman and the financial Secretary shall be the signatories to the Society’s accounts.

(iii) AUDITING:
The Society shall appoint auditors to audit the accounts and financial records of the Society as provided and in accordance with the law dealing with Incorporated Trustees. The auditors shall submit an audited account to the Annual General Meeting of the Society.

ARTICLE XI: REGULATIONS AND BYE-LAWS
The Society shall by bye-laws, rules and regulations establish and regulate the privileges and conduct of members.

ARTICLE XII: AMENDMENT
The Society shall have the power to alter, add , delete, reverse or otherwise amend any of the provisions of this Constitution by at least 2/3 majority of members of the Society at an Annual General Meeting PROVIDED that no such alteration or amendment shall take effect without the prior approval of the Registrar-General of the Corporate Affairs Commission.

ARTICLE X: SPECIAL CLAUSE
The income and property of the Visual Arts Society of Nigeria shall be applied solely towards the promotion of the Aims and Objectives of the Society as set forth in this Constitution and portion thereof shall be paid or transferred directly or indirectly by way of divided, bonus or otherwise howsoever by way of profit to any of the members of the Society PROVIDED that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or servant of the Society in return for any service actually rendered to the Society but so that no member of the Society’s management or governing body shall be appointed to any salaried office of the Society or any office of the Society paid by fees and that no remuneration or other benefits in money or money’s worth shall be given by the Society to any member of such governing body except repayment of out of pocket expenses or reasonable and proper rent for premises demised or let to the Society PROVIDED that the provision last aforesaid shall not apply to any payment of any company to a member of the Society, may be a company in which such a member shall not hold more than one-hundredth part of capital and such member shall not be bound to account for any share of the profits he may receive in respect of such payment. No addition alteration or amendment shall be made to the Constitution for the time being in force unless the same have been submitted to and approved by the Registrar-General of the Corporate Affairs Commission. In the event of winding up or dissolution of the Society, there remains after the satisfaction of all debts and liabilities, any property whatsoever, the same shall be given or transferred to some organization or institution having objects similar to the objects of the Society and 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 and by virtue of the SPECIAL CLAUSE hereof, such institution(s) to be determined by the members of the Society. If effect cannot be given to the aforesaid provision, then to some charitable object.

DATED THIS DAY OF 2006

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