African Federation of Institutes of Internal Auditors

Constitution of the African Federation of the Institute of Internal Auditors (AFIIA)

Mission Statement:

To provide a unified voice of the members of the African Continent on common issues, to collaborate in a manner which will best serve the interest of all African IIA members, and to promote and develop an effective internal audit profession supported by strong, recognized institutes. Thus value will be added to all stakeholders in the private and public sectors, by improving risk management, internal control and governance in all organizations.

Key objectives:

  • To advocate the profession to all stakeholders
  • To create relationships with Stakeholders and other bodies to improve governance on the continent
  • To assist with the establishment and growth of affiliate institutes hence the growth of membership and professionalism
  • To assist and promote the professional development of internal auditors:
    • Continuous professional development through training (short courses) o Certification (CIA and other designations) o Practical training such as the learnership program
    • Exchange programs
  • To establish opportunities for networking:
    • Meetings of institute leaders to develop contacts, to share expertise and resolve challenges;
    • Events where members can meet and share

Article 1

The name of the association shall be the African Federation of Institutes of Internal Auditors (AFIIA).

Article 2

The address of the association shall be:

AFIIA c/o IIA Tanzania, PO Box 80517, Dar Es Salaam, Tanzania, 2013. The Governing Council can agree to transfer this by special decision should the need arise. In the case of a transfer in a different country, the Governing Council should make sure that this constitution ties to the laws of the new country.

Article 3

The African Federation (AFIIA) was constituted by general vote of all elected leaders of African Institutes of Internal Auditors affiliated to The IIA Inc present at a meeting in Sandton, South Africa, 8 May 2009.

AFIIA will continue as per this Constitution until dissolution as per article 11.

Article 4

Members

Full members

All fully paid up institutes of The IIA Inc that are constituent of the continent of Africa are eligible to be voting members of AFIIA. Membership will be dependent on fees payable to AFIIA to ensure its continued operation. The Governing Council will be the final arbiter as to the position of Institutes that are regarded not to be in good standing and any sanction to be applied.

The chief elected officer (or his delegate) of each member institute will be the country’s representative at a General Assembly.

Associate members

Associate members are those defined as Institutes which have not yet been accorded full institute status by The IIA Inc but are in progress. Such associate members may attend meetings but are not entitled to vote at meetings of a General Assembly.

Article 5

Financial resources

AFIIA revenues may originate from:

  • Joint Conferences
  • Sponsorship
  • Funding from organizations such as the World Bank, African Development Bank etc
  • Donations from its members
  • Membership dues may be collected as decided by the General
  • Sales and retributions perceived from services
  • Any other revenue legally authorized.

Article 6 – Fiscal year

The fiscal year of AFIIA will be 1 January to 31 December each year.

Article 7 – General Assembly

A General Assembly will meet at least once every 2 years by notice. Notice will be issued at least 90 days before the assembly. A quorum shall be 30% of all valid members.

The meetings of the General Assembly can be convened whenever there is a particular need.

The venue of the General Assembly will be determined at the previous General Assembly and will rotate between member countries wherever feasible.

Changes to the constitution or dissolution of the Federation will require a quorum of two-thirds of all valid members, present in person or by proxy, with 75% vote of these needed to carry a proposal to resolution.

Article 8 – The Governing Council

The Governing Council will be elected by the General Assembly every two years.

8.1 It has the authority to conduct all regular activities of the association, and will delegate as necessary the authority to ensure day to day

8.2 The Governing Council is composed of:

  • Chairman
  • Senior Vice Chairman
  • Immediate Past Chairman
  • General Secretary
  • Treasurer
  • There will be a number of Vice-Chairs as decided by the Governing

This Council will represent the views of AFIIA and not their individual countries. The Council may co-opt any individual who may assist in providing continuity or another special purpose.

8.3 If a position becomes vacant during the term of office, the Governing Council can nominate a replacement but this needs to be accepted by the next General assembly.

8.4 The officers of the Governing Council are elected for two years and can be re- elected only once unless otherwise approved by 50% of valid members, but their continuous term of office should not exceed four years in the same position and six years in the Governing Council as a whole.

8.5 For reason of continuity, a maximum of 1/3 of the Governing Council could leave at the same time.

8.6 The past chairperson is co-opted as ordinary member of the Governing Council for the next two years after the term of his office.

8.7 Governing Council members must attend at least 50% of all meetings, otherwise their position will be forfeited automatically unless special circumstances have been considered and approved by a vote of the Governing

8.8 The chairperson who must be a CIA or a DPAI is the official representative of the Federation at all activities.

8.9 The members of the GC do not receive any compensation for their involvement with the

8.10 Only members in good standing may serve on the Governing

Article 9 – Committees of the Federation

The Governing Council can create committees that they judge necessary to meet the objectives of the association. Governing Council committees such as the Audit Committee must consist of at least two members.

Article 10 – Dissolution

The association may only be dissolved by agreement of two-thirds of all valid members. Any funds cannot accrue to any individual member and must be applied to a similar organization created which has the same objectives.

Article 11 – Internal regulation

The internal regulations are approved by the general assembly and provide details of the day to day operations of the association.

Voting procedures for election to Governing Council

The AFIIA Governing Council should be representative of the continent.

  • In principle, national institutes are members of AFIIA. It would seem logical that institutes therefore should nominate Council members.
  • Council members should be able to commit sufficient time to achieve the purposes/responsibilities allocated to
  • The Regional Representatives in particular should have sufficient support and recognition from the other institutes in their
  • Preferably, the Regional Representatives should have good support from their own national
  • Whilst it may be ideal for a Regional Representative also to be the Chairman of their national institute, in practice this may be too onerous for the individual to handle two portfolios. Also, one has to consider the changes in leadership which occur during national annual

There are several methods by which the Governing Council and its members can be elected:

  • All individual members on the continent can make individual nominations
  • Each national, recognized institute can make nominations
  • Regional groupings can make recommendations for their representatives

Recommendation for consideration:

National institutes should be asked to recommend/nominate individuals and/or countries for all positions on Governing Council.

Where names of specific individuals are not given (eg North Africa may not know individuals in Central Africa), the national institute at least can be nominated and then be approached to identify a suitable candidate.

The full slate of nominees must be made available to all member institutes at least 1 month in advance of the General Assembly – this will allow sufficient time for any objections to be raised, alternatives to be sought etc. Any changes should then be communicated to all institutes at least 2 weeks before the National Assembly.

All positions must be elected at the General Assembly. No votes from the floor will be considered. Where national institute representatives cannot attend the Assembly, their vote can be allocated in advance by written proxy.

Where there is more than one candidate for any particular position, the majority vote at the General Assembly (inclusive of all proxies) will decide the incumbent.