THE COMPANIES ACT 2019
A PRIVATE COMPANY LIMITED BY GUARANTEE
ADOPTED CONSTITUTION
Of
TRADERS ADVOCACY GROUP GHANA (TAGG)
REGISTERED CONSTITUTION OF TRADERS ADVOCACY GROUP GHANA
(A PRIVATE COMPANY LIMITED BY GUARANTEE)
PREAMBLE
The guiding principle of Traders’ Advocacy Group Ghana (TAGG) is to drive change and develop new areas of policy in the Ghanaian trade industry.
TAGG believes
• That the effective organization of Ghanaian traders is the ultimate guarantee for the protection and promotion of the rights of a trader.
• In the achievement of high trading standards, improved better and balance in trading conditions.
• In the improvement of protectionism and security against foreign retail traders and other hazards that face the Ghanaian trader.
• In providing adequate opportunities for traders at all levels.
• In the realization of the unity and solidarity of organized traders as a whole.
As an organization TAGG:
• Shall strive to win full respect for the dignity and rights of the traders whom we serve.
• Shall seek the fulfilment of our aspirations and hopes and the achievement of our objectives through democratic processes and within the framework of constitutional government and concern for the welfare of the country and traders.
We the Executives of TAGG in the exercise of our inalienable rights and freedoms as Ghanaians to form an association that caters to our welfare do hereby adopt and give to ourselves and our members TAGG this Constitution and the accompanying regulations governing the organization.
NAME OF THE COMPANY
1. The name of the Company is TRADERS ADVOCACY GROUP GHANA.
2. The Company may change its name by passing a special resolution of the executive board
NATURE OF AUTHORISED BUSINESS
3. The nature of the business which the Company is authorized to carry on are:
(a) Facilitation of change and development of new areas of policy to tackle unmet trade needs and deal with emerging trade issues in Ghana.
(b) Dealing with emerging trade issues in Ghana
(c) Collaboration with other trade unions to bring about the required change in the Ghanaian trade industry.
POWERS OF THE COMPANY
4. Pursuant to section 18 of the Act, the Company has, for the furtherance of its authorized business, all the powers of a natural person of full capacity except in so far as such powers are expressly excluded herein.
STRUCTURE & COMPOSITION
5. Traders Advocacy Group Ghana shall be made up of the following bodies:
a. The Patrons
b. The Executive Board
c. The Secretariat
d. The Steering Committee of traders
e. The Regional Member Groups
f. The District Member Groups
THE FIRST EXECUTIVES
6. The first Board of Directors of the Organization shall be known as the Executive Board.
7. They shall remain members of the Executive Board for their lifetime or until they resign or are found guilty of a felony by a court of competent jurisdiction.
8. The first members of the Executive Board of the Company are:
(a) DAVID KWADWO AMOATENG
(b) SAMUEL ASARE ADDO
(c) EMMANUEL NANA OPOKU ACHEAMPONG
(d) JULIET AKOSUA AGYEIWAA KUSI
(e) IRENE VICTORIA ODOOM
(f) ABRAHAM YAO FIANU
(g) DANIEL FOSU
THE EXECUTIVE BOARD
9. The Executive Board shall be composed of the following: Appointed Members
a. The President of TAGG
b. The Vice President of TAGG
c. The General Secretary
d. The Deputy General Secretary
e. The Protocol Officer
f. The Organizer
g. The Treasurer
POWERS OF THE EXECUTIVE BOARD
10. The Executive Board shall be vested with supreme authority and except as otherwise provided for in this Constitution its decision shall be final and binding and not subject to any variation other than by itself.
MEETINGS OF THE EXECUTIVE BOARD
11. The Executive Board shall meet at least once a month.
RIGHTS OF THE EXECUTIVE BOARD
12. The first members of the executive board shall be executives for the duration of their lifetime or until they resign from the organization.
13. Subsequent executive members shall be appointed by the Executive Board of the organization.
DUTIES OF THE EXECUTIVE BOARD
14. The Executive Board shall undertake the following:
a. Consider reports received from the Steering Committee and the Executive Board
b. Review developments in the relations between the affiliated associations and independent members and refer unresolved issues affecting traders in the country to the appropriate fora.
c. Endeavour to resolve disputes and differences among independent members and of other associations to the best of its ability.
d. Approve budgetary proposals of Traders Advocacy Group Ghana.
e. Appoint any of its members to enter into any transactions for the purposes of executing official initiatives.
f. Convene meetings whenever necessary.
g. Consider report on activities of traders in the country.
h. Amend the internal Regulations.
i. Appoint ad hoc Committees to deal with particular issues as and when the need arises.
j. Establish a special Solidarity Fund.
k. Establish Standing Committees to undertake specific functions.
l. Appoint auditors of Trader Advocacy Group Ghana.
m. Consider annual audited Financial Reports Trader Advocacy Group Ghana
n. Appoint members mandated to sign all cheques and other banking transactions
o. Adopt annual plans and programs that will facilitate the work of Traders Advocacy Group Ghana
p. Take any action consistent with the aims and objects of Trader Advocacy Group Ghana
DUTIES OF THE PRESIDENT OF TAGG
15. The President of Traders Advocacy Group Ghana shall perform the following duties:
(i) Preside over meetings of all Executive Board meetings of TAGG
(ii) Ensure observance of the Constitution and decisions of the governing bodies of TAGG.
(iii) In conjunction with other authorized persons sign all cheques and other documents on behalf of TAGG.
(iv) Perform any other duties that may be assigned to him by the Executive Board.
DUTIES OF THE VICE PRESIDENTS OF TAGG
16. The Vice Presidents of TAGG who are not full time Officers shall perform the following duties:
i. Assist the President in the performance of all duties.
ii. Perform the duties of the President whenever the President is absent.
iii. perform any other duties that may be assigned to him/her by the Executive Board.
DUTIES OF THE GENERAL SECRETARY
17. The General Secretary who is a full time Executive Officer of the Traders Advocacy Group Ghana shall perform the following duties:
i. Act as the overall supervisor of the Secretariat of TAGG.
ii. Employ and manage the staff of TAGG.
iii. Act as advisor to all the independent and Sector associations.
iv. Act as Spokesperson of Traders Advocacy Group Ghana.
v. In conjunction with the Treasurer be responsible for the financial administration TAGG.
vi. In conjunction with the Treasurer be responsible for the preparation of the Annual Budget and other Financial Statements for consideration by the Executive Board.
vii. In conjunction with the Treasurer submit on behalf of the Executive Board Reports on Activities and Financial Statements of the TAGG.
viii. Sign cheques and documents of TAGG in conjunction with other authorized persons.
ix. Perform any other duties which may be assigned to him by the Executive Board.
DUTIES OF THE DEPUTY GENERAL SECRETARY
18. The Deputy General Secretary who is a Deputy Executive Officer of TAGG shall perform the following:
I. have direct responsibility for the Administration, Finance, International Affairs, Public Affairs, Education and Training, Research, Organization and Legal and Industrial Relations of TAGG.
II. in conjunction with other authorized persons sign cheques and other documents on behalf of TAGG.
III. perform any other duties as from time to time may be assigned by the General Secretary.
19. In the absence of the General Secretary, the Deputy General Secretary shall act.
20. Where the General Secretary and the Deputy General Secretary are not available or are incapable of performing their functions, the Organizing Secretary may act.
DUTIES OF THE PROTOCOL OFFICER
21. The Protocol Officer who is a full time Executive Officer of the Traders Advocacy Group Ghana shall perform the following duties:
i. Planning and Organization of foreign and domestic visits, ceremonies and special events.
ii. Identification of security risks and creation of safety plans.
iii. Arrangement and organization of photo opportunities and press conferences.
iv. Development of strategic goals, objectives and programs for the team.
v. In conjunction with other authorized persons sign all cheques and other documents on behalf of TAGG.
vi. Research and maintenance of reliable sources of political, economic and social trends of global cultures.
vii. Keep a list of key business leaders and government officials.
viii. Arrangement of meetings to exchange policies and programs and promotion of intra association co-operation.
ix. Maintenance, prioritization and filing of confidential records.
x. Perform any other duties which may be assigned to him by the Executive Board.
DUTIES OF THE ORGANIZER
23. The Organizer who is a full time Executive Officer of the Traders Advocacy Group Ghana shall perform the following duties:
i. Work in conjunction with the General Secretary in the performance of all duties.
ii. Sign cheques and documents of TAGG in conjunction with other authorized persons.
iii. Perform any other duties which may be assigned to him by the Executive Board.
iv. In conjunction with other authorized persons sign all cheques and other documents on behalf of TAGG.
DUTIES OF THE TREASURER
24. The Treasurer who is a full time Executive Officer of the Traders Advocacy Group Ghana shall perform the following duties:
i. In conjunction with the General Secretary be responsible for the financial administration of TAGG.
ii. In conjunction with the General Secretary be responsible for the preparation of the Annual Budget and other Financial Statements for consideration by the Executive Board.
iii. In conjunction with the General Secretary submit on behalf of the Executive Board to Report on Activities and Financial Statements of TAGG.
iv. Perform any other duties which may be assigned to him/her by the Executive Board.
v. To sign all cheques and other banking transactions as mandated by the Executive Board.
vi. To solicit financial support for TAGG
LIMITATION ON THE POWERS OF THE BOARD
25. The powers of the Board are limited in accordance with sections 189 and 195 of the Act.
LIMITATION OF LIABILITY
26. The liability of the members of the Company is limited.
LIABILITY OF MEMBERS
27. Each member of the organization undertakes to contribute to the assets of the organization in the event of the organization being wound up while that person is a member or within one year after that person ceases to be a member, for payment of the debts and liabilities of the organization and of the costs of winding up, the amount that may be required not exceeding FIVE THOUSAND CEDIS (GHS5000).
28. If upon the winding up or dissolution of the organization, there remains after the discharge of its debts and liabilities a property of the organization, the property shall not be distributed among the members but shall be transferred to any other company limited by guarantee having objects similar to the objects of the organization or applied to a charitable object, the other company or charity to be determined by ordinary resolution of the members in general meeting before the dissolution of the organization.
MEMBERSHIP
29. The subscribers to this constitution and any other persons who the Council admits to ordinary membership shall be members of the organization.
i. Membership of the Trades Advocacy Group Ghana (TAGG) is open to all and shall consist of independent and all affiliated associations.
ii. Prospective members may register online or at the offices of the organization across the country. Members will be automatically categorized under the region in which they registered.
iii. All such registration shall be submitted to the National office within (two) 2 days of such registration
iv. After submission of all such registered members to the National Office, membership cards shall be generated only by the National Office for such a registered member
30. The Executive Board in a general meeting may by ordinary resolution prescribe qualifications for membership of the organization and unless the resolution otherwise provides, a person shall not be admitted to membership by the Council unless that person has the prescribed qualifications.
TRADERS STEERING COMMITTEE
Composition
31. The Traders Steering Committee shall be composed of the following:
Elected Members from independent and sector associations
a. The Chairperson
b. The Vice Chairperson
c. The Committee-Secretary
d. The Deputy Committee-Secretary
e. Representatives of independent members
f. Representatives of sector associations
Powers
32. The Steering Committee shall exercise the powers delegated to it by Executive Board.
Meetings
33. The Steering Committee shall meet at least once in every two months
Duties
34. The Steering Committee shall have the following duties:
a. Consider reports received from the Executive Board.
b. Intervene in disputes between independent and sector associations at the request of any member or if the considered opinion of the Steering Committee such intervention is necessary
c. Take any action consistent with the aims and objectives of Traders Advocacy Group Ghana
FINANCE
BANK ACCOUNTS AND MANDATORY SIGNATORIES
35.Traders Advocacy Group Ghana shall operate any account with any bank as
and when it deems it necessary and shall have as authorized signatories to such accounts;
36. There shall be three authorized signatories to all our bank accounts.
37. At any particular time, any three authorized signatories shall be enough for any banking transactions by the Traders Advocacy Group Ghana.
38. Each regional activities shall be paid into with approval from the National Executive Board.
39. The Regional Chairmen, Secretaries and the Treasurers shall be the signatories for all banking transactions with the Regional Chairperson being the principal signatory.
40. Each Region shall have a maximum of (two) 2 bank accounts. Any extra account shall be approved by the National Executive Board in writing.
THE SECRETARIAT
41. There shall be established Secretariat headed by the General Secretary, which shall be responsible for the day-to-day administration of Traders Advocacy Group Ghana. Regional offices across the (sixteen) regions shall be established under the National Secretariat.
REGIONAL BRANCHES
42. There shall be established Regional Branches throughout the country in accordance with the demarcations of regions as established by the Executive Board.
Composition
43. The Regional Branches shall be composed as follows:
a. Two (2) Representatives from each Regional Branches within the Region (preferably the Chairperson and the Secretary or their representatives) drawn from Regional Branches
Meetings at National Office
44. Two (2) Representatives from each Regional Branches within the Region
(Preferably the Chairperson and the Secretary or their representatives) drawn from 38. Each Regional Branches shall open a Bank Account into which funds for all
Regional Branches shall attend all meetings by the Executive Board.
Duties
a. The Regional Branch shall meet at least once every month and shall have the following duties:
b. Review of reports of activities of the region.
c. Assess the implementation of the policies and programmes of the Traders Advocacy Group Ghana in the regions.
d. All such policies and programmes shall be approved the National Executive Board.
e. Performs any other duties assigned to it by the Regional Executive Board
43. The Executives of the Regional Branches shall be composed as follows:
a. The five (5) elected officers of the Regional Executive (i.e., Chairperson, Vice Chairperson, Regional Secretary, Treasurer and Organizer)
DISTRICT REPRESENTATIVES
44. There shall be District Representatives and shall have membership status within where the district falls under a Region throughout the country in accordance with the demarcations of districts as established by the Executive Board.
NATIONAL WOMEN’S COMMISSIONER
45. The Executive Board Shall appoint a Women’s Commissioner at National Level and at the regional Branches of Traders Advocacy Group Ghana to
a. Provide for women, articulate their views on issues including those of concern to women
b. Pursue activities that will enhance the promotion and full participation of women in the trading activities.
QUORUM
46. There shall be deemed to be a quorum formed at any meeting of any Body established under this Constitution where not less than two thirds (2/3) of the members.
AFFILIATION/ASSOCIATION
47. No association shall be affiliated to TAGG unless it is registered at the registrar general department in accordance with the laws of Ghana.
48. TAGG shall by its mandate nurture groups to become association and to have them registered.
49. Application for affiliation or association to TAGG shall be supported by a resolution passed by the authorized body of the association.
50. Recommendation for affiliation or association by the Steering Committee shall become valid only if approved by at least two thirds (2/3) of the members of the Executive Board.
51. Any association, which fails to secure the recommendation of its application for affiliation or association by the Steering Committee, may appeal to the Executive Board.
52. Any union or association whose application for affiliation or association is granted shall be bound by the Constitution of TAGG.
53. TAGG shall issue a certificate of affiliation to any association admitted by TAGG executive Board
54. No eligible trader’s association shall be denied affiliation to TAGG unless the association does not meet the requirements of this Constitution and the Internal Regulations.
WITHDRAWAL
57. No affiliated association may withdraw its membership unless it provides a duly executed resolution to withdraw by the authorized body of that association and by at least two-thirds (2/3) majority of the Executive Board.
58. Any withdrawal by an affiliated association shall take effect not less than six (6) months from the date of receipt of its letter of notification to do so by the Executive Board.
59. On withdrawal by any affiliate association, it shall be required to surrender its Certificate of Affiliation to Traders Advocacy Group Ghana.
SANCTIONS
The Executive Board may impose sanctions on its officers, any independent member, members of affiliated associations and their officers in accordance with the Constitution and other internal regulations.
AMENDMENTS
60. Any provision of this Constitution may be amended or repealed if such an amendment or repeal is provided for in the agenda of the steering committee and the Executive Board.
61. Any proposals for amendment or repeal of any Article of this Constitution shall be made only by independent members in good standing and Affiliated associations and the Executive Board of the Traders Advocacy Group Ghana.
OATH OF OFFICE
62. Every Officer of the Traders Advocacy Group Ghana upon taking office shall solemnly pledge and swear to live up to the aims and aspirations of TAGG and act with the best interests of TAGG. Officers shall be bound by the confidentiality in all official matters and are required to disclose any conflict of interest that may arise in the course of performing official duties.
61. Every Officer of TAGG shall swear to the pledge below:
I, ………………………………………………… (insert name) solemnly pledge and swear that I shall during my term of office always live up to the aims and aspirations of the Traders Advocacy Group Ghana and shall not under any circumstance, divulge any official secrets of the Traders Advocacy Group Ghana, betray a colleague, become disloyal to the Traders Advocacy Group Ghana, or use the influence of the members for my own selfish or personal interest or for advertisement or otherwise, I do so at the risk of my official status, reputation, honour and fortune.
DISSOLUTION
62. The Traders Advocacy Group Ghana may be dissolved only by a special resolution of the Executive Board at a meeting specifically convened for the purpose of the dissolution of TAGG.
INTERNAL REGULATIONS
63. The following shall be the procedure for convening meetings:
i. The Executive Board shall fix the date for the Meetings.
ii. In the event of any change in such date, the Executive Board shall direct those notices of such change be given to the association a month before the date of the Meeting.
iii. The venue of the representatives or Extra-Ordinary Meetings shall be determined by the Executive Board.
iv. The General Secretary shall on behalf of the Executive Board prepare a draft agenda for the Meetings and a report on the Traders Advocacy Group Ghana compile the proposed resolutions and amendments to the Constitution and shall forward them to all members for their consideration not later than two (2) months before the opening of the Meetings.
The officers of Meetings shall include:
i. The Executive Board Members of TAGG shall be present at all meetings presided over by the President.
SUCCESSION
64. In the event of resignation, permanent incapacity, removal or death of the any member of the Executive Board both at National and Regional Branches occurring, the remaining National Executive Board members shall appoint a substantive member to replace such person.
REMOVAL OF OFFICERS
65. An officer of TAGG may be removed on grounds of proven dishonesty, gross misconduct, abuse of office, infirmity of the mind, incompetence, disrespect for the Executive Board, breach of Oath of office and any other act that may bring the name of the Traders Advocacy Group Ghana into disrepute.
66. Where the Executive Board has determined that a prima facie case has been established against an officer of TAGG, the Executive Board shall suspend the said officer pending its final decision.
67. Where an Officer is suspended pending the final decision of the Executive Board a disciplinary committee meeting must be convened not later than three (3) months from the date of suspension of such officer.
68. In cases of ill-health and infirmity of mind, the Executive Board shall temporarily relieve an officer of his/her duties upon proof by a medical report from a certified medical expert.
DISPUTE RESOLUTION
69. All internal disputes shall first be resolved through Alternative Dispute Resolution (ADR).
70. There shall be a mediation and or an arbitration to resolve a dispute arising within or between affiliate association and independent members.
71. The membership of the mediation or the arbitration committee shall be nominated by the Steering Committee with the Approval of the Executive Board.
72. A dispute shall be referred in the first instance for settlement by mediation and where it remains unresolved thereafter it shall be referred to arbitration.
73.Parties to an arbitration shall bear the cost of the arbitration.
74. An arbitration award made under this Part, shall be binding on the disputing parties unless an appeal is made to the Executive Board within 7 days after the award is made.
75. A dissatisfied party may appeal to the Executive Board against an arbitration award on proven exceptional circumstance that necessitates the award to be set aside.
76. Parties dissatisfied with the ruling of the Executive Board may appeal to a court of competent jurisdiction to resolve the issue.
77. Costs may be awarded against the liable party after an arbitration.
78. If any party to a dispute fails to submit to Dispute Settlement procedures provided in this Part, that party shall not be permitted to raise that matter at any Executive Board.
RULES OF PROCEDURE
79. The following rules must be strictly adhered to during meetings:
I. At every meeting any person who wishes to speak must address the Chair.
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II. The Chairperson has the right to stop any person from speaking when the remarks are not relevant to the subject matter under discussion.
III. Unless a speaker on any particular issue is specifically invited by the Chair for further clarification, no person shall speak more than once on the same subject.
IV. Where a report of a Committee is being considered, the Rapporteur of that Committee shall have the right to make final remarks or contributions before any decision is made on the matter.
V. Unless otherwise agreed by the meeting no speech time shall exceed five (5) minutes.
VI. Members appointed to introduce agenda items and Rapporteurs who are presenting reports shall however be allowed time limit often (10) minutes.
VII. There shall be no time limit when the General Secretary is presenting a report.
VIII. Where no new additions or contributions are being made to the matter under discussion in the opinion of the Chairperson then the Chairperson shall close the debate.
IX. Thereafter, the Chairperson shall call for a motion which shall be oral or in writing on the matter.
X. The motion shall be seconded by at least one person.
XI. Any motion shall be seconded by any member from association other than that of the mover.
XII. Where any amendment is made to the motion the amended motion shall again be seconded.
XIII. If there are several amendments to a motion, the Chairperson shall determine the order in which they shall be discussed and put to vote.
XIV. Any motion may be withdrawn by the member who moved it unless an amendment to it is under discussion or has been adopted.
XV. Any motion so withdrawn may be moved by any other member without reference to the previous mover.
XVI. The Chairperson shall allow two (2) speakers each for and against the motion.
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XVII. Thereafter a vote shall be cast to determine the matter.
XVIII. Motions on procedure or point of order shall be made orally
XIX. The decision of the Chairperson on a point of order shall be final.
XX. Before a motion on procedure shall be put to vote the Chairperson shall allow only one member to speak in favour of it and one against it.
XXI. A motion challenging any ruling of the Chairperson on any matter shall be put immediately to vote.
XXII. Before any motion challenging any ruling of the Chairperson on any matter is put to vote one person each for and against shall be allowed to speak on it.
XXIII. No motion passed by a meeting shall be rescinded or amended at the same meeting at which it is passed.
XXIV. Should a member cause a disturbance at a meeting and refuses to obey the Chairperson when to order, the member shall be expelled immediately from the meeting for the rest of the session.
XXV. Thereafter, that member shall be allowed to take part in the meeting if 2/3 majority of the members allow that member to do so.
XXVI. All reports meant for discussion at any meeting shall be channeled through the office of the General Secretary.
XXVII. Any member at any time may draw attention to the fact that the
Constitution or Internal Regulations of the Traders Advocacy Group Ghana are not being observed and the Chairperson shall give an immediate ruling on any question so raised.
MAJORITY
80. Every meeting shall always endeavour to secure the widest possible measure of agreement rather than by simple majority.
81. Except in the case of the suspension of any of the Internal Regulations, amendments to the Constitution, dissolution of Meetings in session and expulsion of an affiliated member and or association which requires two-thirds (2/3) majority of the votes cast, all decisions shall be by simple majority when a vote is called for.
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VOTING AT MEETINGS
82. Voting on issues at any meeting shall be by show of voting cards unless otherwise decided by one-third (1/3) of the members or at the discretion of the Chairperson.
83. In the event of a roll call vote, association shall cast one vote to represent the numerical strength of that affiliated association.
ACCOUNTS AND AUDIT
84. Auditors, qualified in accordance with section 138 of the Act, shall be appointed and their duties regulated in accordance with sections 139 to 143 of the Act. The auditor shall be a certified auditing firm.
85. The Executive Board shall, cause proper books of account to be kept and financial statements to be prepared, audited and circulated in accordance with the section 127 to 137 of the Act.
86. The General Secretary in conjunction with the Treasurer must prepare and submit an annual budget for approval by the Executive Board in the last quarter of every year.
GENERAL MEETINGS AND RESOLUTIONS
87. The powers of the members in general meeting shall be as stated in section 144 of the Act.
88. The Executive shall convene an annual general meeting at least once every financial year in accordance with section 157 of the Act.
89. Extraordinary general meetings may be convened by the Executive Board whenever they deem fit in accordance with section 158 of the Act and shall be convened on a requisition of members in accordance with section 299 of the Act.
90. Notice of general meetings shall be given in accordance with sections 160 and 168 of the Act and accompanied by any statements required to be circulated therewith in accordance with sections 168 of the Act.
91. In accordance with the Act, a member entitled to attend and vote at a meeting of the Association is entitled to appoint another person, whether a member of the
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association or not, as its proxy to attend and vote instead of that member and such proxy shall have the same rights as the member to speak at the meeting.
a. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
We, of TRADERS ADVOCACY GROUP GHANA
being a member of the above-named Company hereby appoint [Name of proxy]
of [address] or failing him [Name of Proxy] of [address] as our proxy to vote for us on our behalf at the annual/extraordinary general meeting of the Association to be held on the [insert date] and at any adjournment thereof.
Signed this [insert date]
93. Meetings held via telephone, video conference or any other means of communication shall be as valid and effective for all purposes, as long as each member entitled to attend and vote at a general meeting can speak to and be heard by the other members entitled to attend and vote at general meetings.
94. In accordance with section 163 of the Act a resolution in writing signed by all the members for the time being entitled to attend and vote at general meetings, or being bodies corporate by their duly authorized representatives, and if the Company has only one such member by that member shall be as valid and effective for all purposes, except as provided by such section 163, as if the same had been passed at a general meeting of the association duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.
95. Minutes of general meetings shall be kept in accordance with section 166 of the Act. 92. No member shall at any time appoint more than one proxy or corporate
representative to represent it at any meeting of members.
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SEAL
96. The Executive Board shall provide for the safe custody of the seal, which shall only be used under the authority of the Executive Board or of a steering committee authorized by the Executive board, and every instrument to which the seal shall be affixed shall be signed by the President and shall be counter-signed by the General Secretary or by a second Executive member.
SERVICE OF DOCUMENTS
97. Any document may be served by the association on any member, or Executive Member of the association in the manner provided by section 290 of the Act.
98. In this Constitution, unless the context otherwise requires:
(a) “Act” means the Companies Act, 2019 (Act 992), or any statutory modification or re-enactment thereof.
• Words or expressions have the meanings assigned to them in the Act; and
• References to sections and schedules of the Act mean the sections as specified in the Act.
(b) TAGG” means Traders Advocacy Group Ghana.
(c) References to sections of the Act shall mean such sections as modified or re-enacted from time to time.
We the undersigned, acting as the Executive Board of TAGG, are desirous of forming an incorporated body in pursuance of this Constitution.