Company Regulations

  • REGULATION 1 & 2 :OBJECTIVES OF THE ASSOCIATION

    The objectives for which the Association is formed are: –
    1. To carry on business in the organization of Poultry Farmers in Greater Accra.
    2. To promote and organize modern poultry farming by encouraging improved methods of Poultry husbandry, by collecting and disseminating useful information among its members, and to seek expert advice on members’ problems.
    3. To promote and organize Poultry and (Livestock) meat processing.
    4. To foster and promote unity of action within the ranks of poultry producers, and to protect the interest of the industry.
    5. To arrange for bulk purchases of feed, drugs and other inputs required for the improvement of poultry farming and distribute to members at reasonable prices to encourage high productivity.
    6. To organize and work towards the establishment of Feed Mill factories and other requisites so vital to the Industry in order to alleviate the high cost of such inputs to farmers, and ensure reasonable prices of end products to the consumer.
    7. To organize marketing facilities for all members
    8. To act as the mouthpiece of poultry farmers in all matters relative to poultry (and livestock) and to participate in all deliberations affecting the industry as a whole to enhance the progress of the industry in Ghana much in the interest of the Agricultural Sector of the economy of the country.
    9. To organize and offer in-service training for poultry hands of members, and training facilities to all those interested in Poultry farming especially school leavers in order that they may take to the industry as their career.
    10. To institute welfare schemes, such as Bereavement Benefits, for members.

    REGULATION 3: FUNDS OF THE ASSOCIATION SOURCES AND APPLICATION

    REGULATION 3: FUNDS OF THE ASSOCIATION SOURCES AND APPLICATION
    1. The funds of the Association may be derived from any or all of the following: –
    1. Registration fees and duties
    2. Special contributions from members
    3. Deposits and savings
    4. Levy on products sold through the Association
    5. Miscellaneous income not specified above arising out of the conduct of the business of the Association in accordance with these bye-laws.
    2. The income and property of the Association, whencesoever derived shall be applied solely towards the promotion of the objects of the and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or profit to any person who is a member of the Association or of its Executive Council.
    Provided that,
    1. Nothing, herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer of the Association, or to any member of the Association, or to any member of the Association in return for any services actually rendered to the Association or prevent the payment of interest at a rate not exceeding the bank rate in force on money lent or reasonable and proper rent for premises let to the Association.
    2. No member of the Executive Council or any ordinary member shall be appointed to any salaried office of the Association or office special resolution of members in general meeting.
    3. No remuneration or other benefit in money or monies which worth shall be given by the Association to any member(s) or any member of the Executive Council except repayment of out-of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises let to the Association.

    REGULATION 4: POWERS OF THE ASSOCIATION

    1. Pursuant to section 24 of the Companies Code, 1963 (Act 179) the Association has, for the furtherance of its authorized objects, all the powers of a natural person of full capacity except in so far as such powers are expressly excluded by these Regulations.
    2. All power of the Association shall be vested in the Annual or Ordinary General Meeting of the members, but such powers so vested shall in the periods intervening General Meetings, be delegated to the Board of Directors of the Association to be known and called the Executive Council. All decisions and actions the Executive Council shall be subject to change or review by the Annual or Ordinary General Meeting as may be considered necessary in the general interest of the Association.
    3. The first members of the Executive Council are:
    • ADOLPHUS KLUFIO
    • JOHN LAWRENCE NARTEY DUGBARTEY
    • DR. VICTOR LAMPTEY
    • FRANCES KWEKU TURKSON
    • EMMANUEL KWEI QUARTEY OFORI
    • LAURA CHINEBUAH
    • UNITY ESSEL
    • ALHAJIA RAMATU KASIMU
    • CHARLOTTE ARYEE
    • SUSUANA AWOYE
    1. The Association may have a Board of Patrons who will serve in an advisory capacity.
    2. The powers of the Executive Council are limited in accordance with Section 202 of the Code.
    3. The liability of the members is limited as per the provisions of the immediately following Regulation 4 (7).
    4. Each member of the Association undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member for payment of the debts and liabilities of the Association and of the costs of winding up such amount as may be required not exceeding One Thousand Cedis.
    5. If upon the winding up of dissolution of the Association there remains after the discharge of the debts and liabilities any property of the Association, the same shall not be distributed among the members but shall be transferred to some other Company limited by guarantee having objects similar to the objects of the Association or applied to some charitable object (such other Company or Charity to the determined) upon resolution of the members in general meeting prior to the dissolution of the Association.

    REGULATION 5: MEMBERSHIP

    1. Ordinary Membership
    1. The Subscribers of these Regulations and such other persons as the Executive Council shall admit to ordinary membership shall be members of the Association.
    2. The members in general meeting may be by ordinary resolution prescribe qualifications for membership of the Association and unless the resolution otherwise provides no person shall thereafter be admitted to membership by the Executive Council unless he has the prescribed qualifications.
    2. Associate members
    1. The Association in general meeting may resolve by ordinary resolution that the Executive Council may admit to Associate membership of the Association any person or group of persons whose standing may be of general benefit to the Association. The Executive Council shall prescribe qualifications for such associate membership.
    2. Associate members shall be permitted to take part in such proceedings and functions of the Association as the resolution shall prescribe or, in default of prescriptions, as the Executive Council shall think fit, but shall not be members of the Association in its corporate capacity and shall not have any vote on any resolution at any general meeting of the Association or be counted towards a quorum.
    3. Honorary Members
    1. The Association in general meeting may resolve by ordinary resolution that the Executive Council may admit to honorary membership of the Association any person, whether or not an ordinary or associate member of the Association who in the opinion of the Executive Council has rendered singular service to the Association or to any of the objects which the Association is formed to promote.
    2. An honorary member, unless also admitted as an ordinary member of the Association shall have the same rights as an associate member and if also admitted as an ordinary member shall have the same rights as an ordinary member but shall not liable to pay any subscription to the Association.

    REGULATION 6: RESIGNATION OR EXCLUSION OF MEMBERS

    Subject, in the case of ordinary members of the Association to compliance with Section 10, of the Code.
    1. Any ordinary, associate or honorary member may resign his membership by giving six months notice in writing to the Executive Council, provided that no member may withdraw from membership within one year of his becoming a member.
    2. The Executive Council may in its discretion exclude from membership of the Association any ordinary or associate member;
    1. If the subscription payable to the Association by such ordinary or associate member shall be unpaid six months after the same shall have become due and payable or,
    2. If in the opinion of the Executive Council the continued membership of such person would be detrimental to the interest of the Association or to the furtherance of its objectives, provided the member
    3. shall have been heard.
    3. Any member so excluded may, upon application in writing, be re-instated by the Executive Council if the unpaid subscription is paid in full or the membership of such excluded member is no longer considered detrimental to the interests of the Association.

    REGULATION 7: SUBSCRIPTION

    1. Ordinary and associate member shall pay such annual or quarterly subscriptions as the members in general meeting on the recommendation of the Executive Council shall determine by ordinary resolution from time to time.
    2. One year’s subscription shall be due and payable on admission to membership, and thereafter on the first day of January in each year of on such other date as the resolution shall provide.
    3. The subscription may differ as between ordinary and associate members and a different subscription may be prescribed in the case of corporate bodies person admitted to membership or in the case of any person admitted to membership as representing any institution or unincorporated Association.

    REGULATION 8: ACCOUNTS

    The Executive Council shall cause proper books of account to be kept and in income and expenditure account and balance sheet to be prepared, audited and circulated in accordance with section 123 to 133 of the code.

    REGULATION 9: AUDITORS

    Auditors, qualified in accordance with Section 296 of the Code, shall be appointed and their duties regulated in accordance with Section 134 to 136 of the Code.

    REGULATION 10: GENERAL MEETING AND RESOLUTIONS

    1. Annual General Meetings shall be held in accordance with Section 149 of the Code.
    2. Extraordinary General Meetings may be convened by the Executive Council whenever they think fit in accordance with Section 150 of the Code, and shall be convened on the requisition of ordinary members in accordance with Section 297 of the Code.
    3. Ordinary General Meeting shall be convened by the Executive Council in between Annual General Meetings at least once every three (3) months, and notice of such meetings shall be given at least seven (7) days before the day of each such meeting.
    4. Notice of Annual and Extraordinary General Meetings shall be given in accordance with section 152 to 159 of the Code and accompanied by any statements required to be circulated therewith in accordance with Section 157 to 159 of the Code.
    5. General Meetings may be attended by the persons referred to in Section 160 of the Code an the quorum required shall be 15 (fifteen) members present, majority of whom shall not be members
    6. A member shall not be entitled to attend or vote at any general meeting by proxy.
    7. A body corporate which is a member of the Association may attend and vote at any general meeting by a representative appointed in accordance with Section 165 of the Code.
    8. Conduct of Meetings
    1. General meetings shall be conducted in accordance with Sections 166 to 173 of the Code.
    2. The President or in his absence the Vice President of the Association shall preside as Chairman at every general meeting but if neither is present within five minutes after the time appointed shall choose one of their number to be Chairman of the meeting.
    3. On a poll being demanded on any resolution at a general meeting the Chairman of the meeting may direct a secret ballot of the ordinary members present to determine the issue if the resolution concerned is:
    1. A special resolution, or
    2. Any such resolution as is referred to in Regulations 4 (9), 5 (1-3) and 7 of these Regulations.
    4. In accordance with Section 174 of the Code a resolution in writing signed by all the members, or being bodies corporate by their duly authorized representatives, shall be as valid and effective for all purposes, except as provided by such Section 174, and if the same had been passed at a general meeting of the Association duly resolution shall be deemed to be a special resolution within the meaning of the Code and these Regulations.
    5. Minutes of general meetings shall be kept in accordance with Section 177 of the Code.

    REGULATION 11: VOTES OF MEMBERS – AT GENERAL MEETINGS

    Each ordinary member present at any general meeting shall have one vote on a show of hands or if a secret ballot is directed in accordance with Regulation 10 (8) (c) above.

    REGULATION 12: THE EXECUTIVE COUNCIL

    1. The number of members of the Executive Council not being less than nine (9) or more than fifteen (15) shall be determined by ordinary resolution of the members at a general meeting.
    2. The quorum required for an Executive Council meeting shall be approximately one-third (1/3rd) of the membership at any given time.
    3. The continuing members of the Executive Council may act notwithstanding any vacancy in their body; but if and so long as their number is reduced below nine or below the number fixed by the Executive Council as the necessary quorum, they may not act for four weeks after the number is so reduced, but thereafter may act only for the purpose of increasing their number to that number or of summoning a general meeting of the Association for no other purpose.
    4. Members of the Executive Council shall be appointed from among the ordinary members of the Association in manner following, that is to say,
    1. At the first Annual General meeting of the Association all the members of the Executive Council shall retire from office and at the Annual General Meeting in any subsequent year one-third of their number or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.
    2. The members of the Executive Council to retire in every year shall be those who have been longest in office since their last election, but as between persons who become members on the same day those to retire shall, unless they otherwise agree among themselves, be determined by lot.
    3. For purposes of continuity of the activities of the Council, however, an out-going President of the Council and Chairman of the Management Committee shall retain their membership of the Council for the ensuing year.
    4. Election to the Executive Council shall be by secret ballot which shall be conducted in the following manner, that is to say,
     Any ordinary member wishing to nominate another ordinary member or members for election to the Executive Council shall notify the Secretary in writing, which shall be seconded by another member of the Association and accompanied by the nominee’s consent in writing, at least twenty-one clear days before the date of the Annual General Meeting of the Association. A retiring member shall be eligible for re-election unless he notified the Secretary in writing at least Twenty-one days before the date of the Annual General Meeting that he does not wish to stand for re-election.
     If the number of nominees competent for appointment as members of the Executive Council and retiring members offering themselves for re-election s the number of vacancies to be filled, the Secretary shall, within at least 14 days before the date of the Annual General Meeting display on the Notice Board at the office a list of names of such nominees and retiring members offering themselves for re-election. For the purpose of the election, the Secretary shall distribute ballot papers containing the names of contestants to each member present at the meeting requesting him to indicate by means of a distinctive mark on the ballot paper names of the persons for whom he votes. Each member may vote for one or more persons not exceeding in number the vacancies to be filled.
     The ballot papers so distributed shall be counted by scrutineers appointed at the meeting who shall inform the Chairman of the meeting of the votes obtained by each candidate. The Chairman shall then announce to the meeting the names of the successful candidates. No ballot paper shall be valid on which votes have been cast in excess of the number of vacancies and incase of doubt as to the validity of the ballot paper� or the intension of the voter the decision of the Chairman of the meeting shall be final and conclusive.
     If the number of competent nominees and retiring members offering themselves for re-election does not exceed the number of vacancies, the Chairman of the meeting shall declare the candidate duly elected. If the number so elected is less than the number of vacancies, the remaining vacancies shall be filled as general vacancies.
    5. Any casual vacancy in the number of members of Executive Council may be filled be the Executive council or by ordinary resolution of the members in general meeting in accordance with Section 182 of the Code.
    5. Any casual vacancy in the Executive Council may be filled by the Executive Councilor by ordinary resolution of the members in General meeting in accordance with Section 182 of the CODE.
    6. To qualify for election unto the Executive Council,
    1. A Candidate must be a paid up member of the Association for at Least two consecutive years;
    2. A Candidate must be an active farmer i.e, he must have birds
    3. A member of the Association against whom adverse findings have been made by a Committee of inquiry may not be nominated as a candidate for election for a period of two years or;
    7. Members of the Executive Council shall be vacated in accordance with Section 184 of the Code and any member may be removed from the Executive Council in accordance with Section 185 of the Code.
    8. a) Of the Executive Council shall be regulated by Section 200 of the Code.
    b) At all meetings of the Executive Council, the president, or in his absence, the Vice �€“President shall be Chairman. In the absence of the President or the Vice-President, the members present and forming a quorum, shall elect one of their number to preside over the meeting.
    9. Minutes of meetings of the Executive Council, and of any Committee of the Executive Council, and of any Committee of the Executive Council shall be kept in accordance with Section 201 of the Code.

    REGULATION 13: REMOVAL FROM THE EXECUTIVE COUNCIL

    An Executive Council member may be removed during his term of office by a majority of votes obtained at an Executive Council meeting if;
    1. He absent himself from four (4) consecutive meetings without reasonable excuse or ;
    2. He is declared insolvent or;
    3. Becomes of unsound mind or;
    4. Is convicted of any offence involving dishonesty, or;
    5. Ceases to have birds for a period of one year or;
    6. Conducts himself in such a way as to bring the Association into disrepute.

    REGULATION 14: FILLING OF VACANCY ON THE EXECUTIVE COUNCIL

    A casual vacancy occurring on the Council shall be filled as far as practicable and in any case within three months of occurrence. The Executive Council may nominate and elect a member by majority vote.

    REGULATION 15: POWER AND DUTIES OF TE EXECUTIVE COUNCIL

    1. (a) The activities of the Association shall be managed by the Executive Council who may pay all expenses incurred in promoting and registering the Association.(b) Subject to section 202 of the Code, the Executive Council may exercise all such power to borrow money and to mortgage or charge its property and to issue debentures as are not by the Code or these Regulations required to be exercised by the member in General meeting.
    1. In any transaction with the Association or on its behalf and in the exercise of their powers the members of the Executive Council shall observe the duties and obligations imposed on them by Section 203 of the Code.
    2. To the extent permitted by Regulation 3(2) of these regulations ad subject to compliance with section 207 of the Code, a member of the Executive Council may enter into a contract with the Association and such contract or any other contract of the Association in which any member of the Executive Council is in any way interested shall not be liable to be avoided, nor shall any member of the Executive Council be liable to account for any profit made thereby by reason of his being a member of the Executive Council or of the fiduciary relationship thereby established.

    REGULATION 16: OFFICERS OF THE ASSOCIATION

    The Association shall have the under-mentioned officers all of whom shall be appointed at the first meeting of the Executive Council held after each Annual General Meeting of the Association as follows: –
    1. President and Vice-President
    The President of the Association or in his absence, the Vice-President shall preside over the meetings of the Association and the Executive Council.
    2. Chairman and Vice-Chairman
    The Chairman of the Management Committee or in his absence, the Vice-Chairman shall preside over the meetings of the Management Committee.
    3. Tenure of Office
    o The President of the Association, the Vice-President, the Chairman of the Management Committee and the Vice-Chairman shall hold office for the ensuring year or until their successors are elected. They shall be eligible for re-election on the expiry of their terms of office.
    o The President of the Association shall not be the same person as the Chairman of the Management Committee.
    4. Secretary
    The Executive Council shall appoint: –
    o A Secretary who shall be the head of the Secretariat of the Association.
    o The Secretary, who may be one of their own members or a member of the Association or neither, shall satisfy such qualifications as may be prescribed by the Council and shall be designated Executive Secretary, working full time for the Association.
    o The Executive Secretary shall act as Secretary to the Executive Council and the Management Committee and shall not be a member of either body.

    REGULATION 17: COMMITTEE OF THE EXECUTIVE COUNCIL

    1. The Executive Council may appoint Committees from among its own members or form the members of the Association or from a combination of both. There shall therefore be: –
    o Management Committee
     The Association shall have a Management Committee comprising the Chairman, the Vice-Chairman and two other members of the Executive Council.
     The Chairman or the Vice-Chairman and one other member shall form a quorum to take decisions on all administrative issues or such other matters as may be referred by the Executive Council.
     The Management Committee shall submit reports on the performance of the Association to be considered at meetings of the Executive Council every fortnight.
     The Chairman will be a member of the Executive Council and he and other members of the Committee shall attend all meetings of the Council.
    o Finance Committee
     The Association shall have a Finance Committee comprising a Chairman and three (3) other members all of whom shall be Executive Council members.
     A nominee of the Management Committee: he shall be a member of the Finance Committee.
     The Chairman and other member shall form a quorum to consider issues on finance referred to it by the Executive Council. The Committee shall submit reports on such issues to be considered by the Council.
    2. All members of the Management Committee and the Finance Committee shall be elected by the Executive Council at its first meeting held after each Annual General Meeting of the Association.
    3. The terms of reference and duration of office of all Committee shall be prescribed by the Executive Council and all such Committee shall be seemed to be Committees of the Executive Council for the purposes of the Code.

    REGULATION 18: THE SECRETARIAT OF THE ASSOCIATION

    1. The administrative services of the Association shall be provided at the Secretariat of the Association. The head of the Secretariat shall be the Executive Secretary of the Association.
    2. The Secretariat shall operate within structures and with staff determined from time to time by the Executive Council.
    3. The staff of the Secretariat shall be employees of the Association and shall be paid from the operations of the Association.

    REGULATION 19: CHEQUES, PROMISSORY NOTES, ETC. OF THE ASSOCIATION

    All Cheques, Promisory Notes, Debentures etc. for the Association shall be signed by the Chairman, the Vice-Chairman, the Secretary and one other member of the Executive Council, but any two of such signatures including that of the Chairman or, in his absence, that of the Vice-Chairman shall be valid for all purposes.

    REGULATION 20: THE SEAL

    1. The Executive Council shall be empowered to adopt a common seal for use by the Association and shall provide for the safe custody thereof.
    2. The seal shall only be used by the authority of the Executive Council authorized by the Council in that behalf, and every instrument to which the seal shall be counter-signed by the Chairman or Vice-Chairman.

    REGULATION 21: SERVICE OF DOCUMENTS

    Any documents may be served by the Association on any ordinary member, debenture-holder or member of the Executive Council in the manner provided by Section 262 of the Code and may be served in like manner or any associate or honorary member either personally or at the address supplied by him to the Association for the purpose of service of notices.

    REGULATION 22: AMENDMENT OF REGULATIONS

    These Regulations may be amended in accordance with the provisions of the Code.

    REGULATIONS 23: INTERPRETATION

    In these Regulations, unless the context otherwise requires,
    • ‘Code’ means the Companies Code, 1963 (Act 179) or any statutory modification or re-enactment thereof,
    • Words or expressions shall have the same meaning as in the Code;
    • References to Sections of the Code means such sections as modified or re-elected from time to time.