THE COMPANIES CODE 1963 (ACT 179)
COMPANY LIMITED BY GUARANTEE REGULATIONS OF AFRISTONE ASSOCIATION |
Article 1: Preamble
Afristone Association is an international non-governmental and non-profit
making organisation consisting of African stone producer companies
interested in the promotion of stone quarrying and sale of natural
stone products located on the African continent.
Article 2: Name
The name of the Association shall be Afristone Association (hereinafter
called "the Association")
Article 3: Corporate Status
The Association has for the furtherance of its objects, all the powers
of a natural person of full capacity except in so far as such powers
are expressly excluded by these Regulations.
Article 4: Registered Office
The registered office of the Association shall be situated in Accra
in the Republic of Ghana. Branch offices may also be established in
other Afristone member countries.
Article 5: First Director
The first directors of the Association shall be:
| Article 6: Objectives |
| 6.1. The objectives for which the Association
is formed are: |
| - |
To act as a strong continental Association and
as a pressure group to affect Government policy at its inception
or to advocate for change in policy, internally, regionally
or intentionally for the development of the dimension stone
industry. |
 |
| 6.2. To lobby: |
| - |
Governments to remove tariff barriers, and border
restrictions for the free flow of goods and services, without
which dimension stone development will remain at the national
level only |
| - |
To lobby Governments to provide infrastructure
eg power, bridges, roads to mining areas and improvement of
harbours to handle dimension stone. |
|
| 6.3. To obtain and disseminate information
on: |
| - |
Marketing |
| - |
Technology |
| - |
Training |
| - |
Venture Capital availability |
| - |
Investment opportunities (foreign and local) |
|
| 6.4. To obtain and publish information
on Dimension Stone events worldwide, and organize continental
missions to fairs. |
|
| 6.5. To publish an AFRISTONE magazine
or bulletin on quarterly basis. |
|
| 6.6. Establish a data bank on active
members seeking markets, expansion or to commence new ventures. |
|
| 6.7. Organize specialized workshops,
seminars, and training programmes. |
Article 7: Work Areas
In order to better develop and achieve its objectives, the activities
of the Association shall be divided into the following work areas
according to the different varieties of natural stone (marble, granite,
slate) and other stones to be used for decorative purposes:
- Technical
- Promotion
- Social and economic relations |
ASSOCIATION MEMBERS
|
| Article 8: Membership |
| a |
Companies based in Africa whose main business
activities consist of quarrying and or processing natural stones
in countries to be specified by the Board of Directors of the
Association shall be eligible to become members of the Association |
|
| b |
The subscribers of these Regulations and such
other companies as the Board shall admit to regular membership
shall be members of the Association. |
|
| Article 9: Admission of new members |
| a |
Application for membership of the Association
shall be in writing and shall be submitted to the President
of the Board of Directors. |
|
| b |
The application, accompanied by certified true
copies of the applicant's instrument of incorporation, regulations
and any other information that may be prescribed, shall contain
a signed undertaking to abide by the terms and conditions stipulated
in these Regulations and any administrative instructions that
may be issued from time to time. |
|
| c |
The application for membership shall be considered
accepted if approved by a simple majority of the members of
the Board of Directors at a duly constituted board meeting. |
|
| d |
Admission to membership shall commence on the
fulfillment of all required conditions and the payment of the
prescribed admission fee and the first annual subscription fee. |
|
| e |
An applicant whose application is rejected shall
be informed in writing and may appeal against the Board's decision
to the General Assembly whose decision on the matter shall be
final. |
|
| Article 10: Membership |
| a |
In addition to the regular members, other companies,
associations or entities, whose activities or interests have
some bearing on the objectives of the Association and whose
membership is likely to promote the effective realization of
the Association's objectives may be admitted by the Board as
Honorary Members. |
|
| b |
Honorary members shall be entitled to express
their opinion on issues affecting the Association but shall
have no voting rights. |
|
| Article 11: Resignation or Expulsion of Members |
| Subject in the case of regular members of the
Association to compliance with Article 39 here of: |
| a |
A member wishing to resign its membership shall
notify the President in writing at least three (3) months' prior
to the date the resignation is to become effective. |
|
| b |
The Board of Directors may expel
from membership of the Association any member: |
| |
(i) |
If the member fails to comply with the members
obligations under these Regulations |
|
| |
(ii) |
IIf the member's conduct is prejudicial to the
interests of the Association and contrary to its objectives. |
|
| |
(iii) |
If the member fails to fulfill its financial
obligations to the Association, including payment of subscriptions,
within three (3) months of notification by the President of
the default. Provided that expulsion of the member for this
reason shall not exonerate the member from payment of accrued
financial obligations. |
|
| c |
Appeals against expulsion by the
Board of Directors shall be made in writing and shall be submitted
to the General Assembly which shall consider the appeal within
30 days of receipt thereof. |
|
| d |
The member shall be given the opportunity
to be heard on its appeal and the decision of the General Assembly
which shall be final, shall be delivered to the member within
60 days of the hearing. |
|
| Article 12: Rights of Members |
| Members shall be entitled to: |
| a |
elect and be elected to all directive or representative
positions of the Association. |
|
| b |
the benefits and services offered by the Association. |
|
| c |
be informed of the Association's activities and
to put forth proposals and requests to the governing body of
the Association in accordance with these Regulations. |
|
| d |
be informed of the Association's financial management
and to examine the Association's financial books and documents
within the provisions of these Regulations. |
|
| e |
urge that the governing bodies take steps, and
adopt initiatives or projects for the benefit of the Association
or member companies. |
|
| Article 13: Obligations of Members |
| The obligations of members are as
follows: |
| a |
to participate in the election of representatives
and directors |
|
| b |
to observe the rules set down in these regulations
and comply with those decisions validly approved by the governing
bodies. |
|
| c |
to encourage officers of the Association and all
members to support and promote the programmes, projects and
activities of the Association. |
|
| d |
to respect other members' point of view and not
to directly or indirectly interfere in the Association's activities. |
|
| e |
to furnish truthful and complete information which
may be requested by the Association's governing bodies. |
|
| f |
to punctually pay the ordinary or extraordinary
dues to sustain the Association. |
|
| g |
to fulfill any other obligations which may derive
from these Regulations and any administrative instructions that
may be issued from time to time. |
|
Article 14: Petitions
The Board of Directors shall decide within a period of two months
on any petitions presented by a member of the Association. In case
no reply is received by the petitioner during the aforementioned period,
the petitioner may raise the matter before the General Assembly. |
GOVERING BODIES
|
| Article 15: General Assembly |
| a |
The General Assembly is the supreme governing
body of the Association and is made up of all the regular members
whose dues, as prescribed by these Regulations, are fully paid
up. |
|
| b |
It is obligatory for all members to comply with
decisions made by the General Assembly in accordance with these
Regulations. |
|
| Article 16: Duties of the General Assembly |
| The duties and responsibilities
of the Assembly are as follows: |
| a |
to approve the Association's annual budget, annual
accounts and management reports. |
|
| b |
to elect or remove the President and members of
the Board of
Directors. |
|
| c |
to approve amendments of these Regulations and
any by-laws made thereunder. |
|
| d |
to resolve appeals concerning expulsion and admission
of members. |
|
| e |
to approve of the dissolution of the Association |
|
| f |
to adopt agreements concerning representation,
management and defence of the Association and its members' interests. |
|
| Article 17: Meetings of the General Assembly |
| a |
Annual General Meetings shall be held in accordance
with section 149 of the Companies Code. |
|
| b |
The General Assembly shall meet: |
| |
(i) |
In ordinary assembly, once a year, within the
first six months
of the year. |
|
| |
(ii) |
In extraordinary assembly, when the President
or the Board
of Directors should deem it necessary or upon requisition by
at least one twentieth of the total voting rights of all regular
member companies, in accordance with section 297 of the
Companies Code. |
|
| |
(iii) |
If the member fails to fulfill its financial
obligations to the Association, including payment of subscriptions,
within three (3) months of notification by the President of
the default. Provided that expulsion of the member for this
reason shall not exonerate the member from payment of accrued
financial obligations. |
|
| c |
The following business shall be decided
in ordinary Assembly meetings in addition to any other items
which may be considered: |
| |
(i) |
Election of the President of the Association |
|
| |
(ii) |
The Annual and Financial Reports of the previous
year's operations and budget for the following year |
|
| |
(iii) |
Assessment of the financial performance of the
previous year |
|
| |
(iv) |
Appoint Auditors for the Association |
|
| d |
Extraordinary assembly meetings may
be called for any purpose relating to the direction and management
of the affairs of the Association or for making, revoking or
amending any clause in these Regulations. |
|
| e |
The following persons shall be entitled
to attend General Assembly meetings: |
| |
(i) |
every member of the Association |
|
| |
(ii) |
every Director of the Association |
|
| |
(iii) |
the Secretary of the Association |
|
| |
(iv) |
every Auditor of the Association |
|
| Article 18: Notice of Meeting |
| a |
Notice of general meetings of the Association
shall be given in accordance with sections 152 and 159 of the
Code and accompanied by the statements required to be circulated
in accordance with sections 152 and 159 of the Code. |
|
| b |
General Assembly meetings shall be convened by
written notice forwarded to all the members by registered mail
at least 60 days prior to the date of the meeting. The notice
shall state the date, time and place of the meeting in addition
to the business to be discussed according to the agenda drawn
up by the Board of Directors. |
|
Article 19: Quorum
The quorum at all General and Extraordinary Assembly meetings shall
be one-tenth of all regular members in good standing with the Association,
having paid all dues and subscriptions.
Article 20: Presiding over the General Assembly
The President shall preside at all the General and Extraordinary Assembly
meetings and in his absence, the first and second and third vice presidents,
successively, shall preside. In their absence, the members of the
Board of Directors present shall choose one of their members to preside.
Article 21: Decision-Making
Decisions of the General Assembly shall be carried by a simple majority
of votes cast. In case of equality, the President of the General Assembly
shall have a casting vote. Every regular member shall have one vote.
|
| Article 22: Representation of Members |
| a |
The Secretary shall keep minutes of all proceedings
of each General or Extraordinary Assembly meetings in a book
or books kept for the purpose. |
|
| b |
Any such minutes, if purporting to be signed by
the President of the meeting at which proceedings took place
shall be prima facie evidence of the proceedings. |
|
| Article 23: The Minutes |
| a |
Members may be represented at ordinary and extraordinary
assembly meetings by their representatives duly authorized in
writing to attend and vote at the meeting. |
|
| b |
The written authorization in the form of a Power
of Attorney, duly notarized, shall be delivered to the Association's
Secretary at least 48 hours prior to the General Meeting. |
|
| Article 24: Board of Director |
| a |
The Board of Directors of the Association shall
consist of not less than five and not more than seven persons
who must be representatives of the members of the Association. |
|
| b |
Members of the Board of Directors shall be elected
by secret ballot at the General Assembly to hold office for
a period of two years and shall be eligible for re-election
for another two year term at the discretion of the General Assembly
which may dismiss a member of the Board at any time for stated
reasons. |
|
| c |
The Board of Directors shall elect from its members
a President, three Vice-Presidents, and a Treasurer and shall
also appoint the Secretary. |
|
| d |
The Board may appoint such Committees, as it may
deem necessary from among its own members or other members of
the Association or from a combination of both, to assist in
the discharge of the Board's functions. |
|
| e |
The terms of reference and duration of office
of all Committees shall be prescribed by the Board and all Committees
shall be deemed to be committees of the Board. |
|
| f |
All Committees shall report to the Board on their
activities. |
|
| Article 25: Powers and Duties of the Board
of Directors |
The Board of Directors shall manage
the business of the Association. It shall exercise full powers
to decide on all issues affecting the Association except those
matters which are specifically reserved for the General Assembly
and in particular shall:
|
| a |
implement all decisions taken by the General Assembly |
|
| b |
promote and direct the activities of the Association
and shall take such initiatives as will enable the Association
to effectively attain its objectives |
|
| c |
make recommendations to the General Assembly on
matters of policy, including the organizational structure of
the Association |
|
| d |
prepare annual programme of work and budget of
the Association for submission to the General Assembly |
|
| e |
present annual reports and financial accounts
on the activities of the Association to the General Assembly |
|
| f |
cause proper books of accounts to be kept and
ensure a sound management of the Association's financial and
other resources; it may issue such administrative instructions
not being inconsistent with these Regulations as may be necessary
for the achievement of the objectives of the Association. |
|
| g |
appoint a manager and such administrative and
technical officers as shall be necessary for carrying out the
work of the Association, and determine their remuneration. Any
officer appointed may be dismissed by the Board for stated reasons. |
|
| h |
be responsible for the admission and expulsion
of members in accordance with these Regulations |
|
| i |
deliberate and settle disputes and controversies
among members provided this will not interfere with any procedures
required to be observed by the General Assembly |
|
| j |
cause studies to be carried out relating to the
interests of the Association and its members |
|
| k |
convene meetings of the General Assembly in accordance
with these Regulations |
|
| Article 26: Meetings of the Board of Directors |
| a |
The Board of Directors shall meet at least twice
every year at such time and place as it may decide for the dispatch
of business. |
|
| b |
The President or any two directors may convene
an extraordinary meeting of directors
|
|
| c |
The President shall preside over all meetings
of the Board and in his absence one of the Vice-Presidents in
order of precedence |
|
| d |
The quorum necessary for the transaction of business
of the directors shall be ……………………. |
|
| e |
Notice of Board Meetings, accompanied by an agenda
for the business, shall be forwarded to each director at least
30 days prior to the date of the meeting |
|
| f |
Questions arising at any meeting of the directors
shall be decided by a majority of votes and in the case of an
equality of votes the President shall have a second or casting
vote. |
|
| Article 27: The Minutes |
| a |
The President shall represent the Association
at all public and international fora. |
|
| b |
The President shall preside over all meetings
of the Board of Directors
and the General Assembly and shall perform such other duties
as may be prescribed by these Regulations. In his absence one
of the Vice-Presidents in order of precedence shall act. |
| |
|
| c |
The President shall with the approval of the Board
of Directors execute agreements and represent the Association
in judicial proceedings. |
|
| Article 28: The Secretary |
The Secretary shall be responsible
to the Board of Directors for the day to day administration
of the business of the Association including initiating and
implementing personnel policies, such as recruitment, placement,
remuneration appraisal, training and development and shall also
perform the following duties:
|
| a |
write minutes of all meetings of the Board of
Directors and the General Assembly |
|
| b |
keep such books and records as the Board shall
direct |
|
| c |
initiate and prepare operating policies annual
programmes and organizational structure for consideration and
approval of the Board of Directors |
|
| d |
develop and submit budgets in consultation with
the Treasurer for presentation to the Board of Directors |
|
| e |
supervise the administrative, accounting, technical
and other staff of the Association. |
|
| f |
direct, monitor, co-ordinate and evaluate the
projects and activities of the Association to ensure the achievement
of its aims and objectives. |
|
| g |
manage the financial resources of the Association
to generate optimum yield. |
|
| h |
institute adequate financial regulations to ensure
proper accounting controls |
|
| i |
submit periodic financial statements to the Association
through the Board |
|
| j |
prepare quarterly and annual reports on projects,
activities and performance of the Association |
|
| k |
cause studies to be carried out for the realization
of the objectives of the Association |
| |
|
| l |
undertake any other duties as may be assigned
by the General Assembly and the Board of Directors |
|
| Article 29: Finances of the Association |
|
| 1. |
Income |
| |
The income of the Association shall be derived
from the following: |
|
| a |
Admission fees, annual subscription fees and any
special fees that may be imposed under these regulations or
any bye-laws that may be made |
|
| b |
Donations and legacies to the Association from
members or any private or public organizations and individuals |
|
| c |
Subsidies and gifts |
|
| d |
Funds derived from investments |
|
| 2. |
Financial Account |
| |
The Board shall cause an income and expenditure
accounts and balance sheet to be prepared and audited and circulated
to members before Annual General Assembly meetings |
|
| 3. |
Financial Year |
| |
The financial year of the Association shall coincide
with the calendar year |
|
| 4. |
Budget |
| |
An annual budget shall be prepared and presented
to the General Assembly for its approval. |
|
Article 30: The Treasurer
The Treasurer shall be responsible for keeping the Association's funds.
|
| Article 31: Signature |
| All bank statements and cheques
shall be signed by any two of the following: |
| a |
The President |
|
| b |
The Secretary |
|
| c |
The Treasurer |
|
| Article 32: Meetings of the Board of Directors |
| a |
The income and property of the Association shall
be applied solely towards the promotion of its objects and no
portion thereof shall be paid or transferred directly or indirectly
to the members of the Association, or its Board |
|
| b |
Nothing herein contained 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 in return
for any services actually rendered to the Association nor prevent
the payment of interest at a rate not exceeding six per centum
per annum or money lent, or reasonable and proper rent for premises
let to the Association
|
|
| c |
No member of the Board of the Association shall
be appointed to any salaried office of the Association or office
of the Association paid by fees |
|
| d |
No remuneration or other benefit in money or money's
worth shall be given by the Association to any member of the
Association 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. |
|
Artice 33: Fees, Subscription
The Board may from time to time make recommendation to the General
Assembly on the amount of Admission fee, Annual Subscription, and
such other fees as the Board may deem fit to be paid by each member.
Article 34: Collaboration
The Association may collaborate with institutions and organizations,
both private and public, which share similar objectives with the Association.
Article 35: Arbitration
All disputes, controversies and questions arising out of the interpretation
of these Regulations or between the Association and its members as
well as between its members, shall in the first instance be submitted
to arbitration by the Board of Directors before resort to any court
or tribunal to be decided by the Board.
|
| Article 36: Amendment of Regulations |
| a |
The Regulations may be amended by the General
Assembly by the affirmative vote of two thirds of the members
present at the meeting. |
|
| b |
Proposals for amendment may be made by the Board
or by one third of the members of the Association |
|
| c |
Any proposals for amendment shall be circulated
to members by the Board at least 30 days before the General
Meeting |
|
| Article 37: The Seal |
| a |
The Board shall be empowered to adopt a common
seal for use by the Association and shall provide for the safe
custody thereof. |
|
| b |
The seal shall only be used by the authority of
the Board or of a committee of the Board authorized by the Board
in that behalf, and every instrument to which the seal shall
be affixed shall be signed by a member of the Board and shall
be countersigned by the Secretary or a second member of the
Board or by some other person appointed by the Board for the
purpose. |
|
Artice 38: Service of Documents
Any document may be served by the Association on any regular member,
or member of the Board in the manner provided by section 262 of the
Code and may be served in like manner on any honorary member either
personally or at the address supplied by him to the Association for
the purpose of service of notices.
|
| Article 39: Winding Up |
| a |
Each member of the Association undertakes to contribute
to the assets of the Association in the event of its being wound
up while it is a member or within one year after it ceases to
be 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 hundred pounds. |
|
| b |
If upon the winding up or dissolution of the Association
there remains after the discharge of its 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 be determined by ordinary resolution of
the members in general meeting prior to the dissolution of the
Association. |
|
| Article 40: Interpretation |
| In these Regulations unless the
context otherwise requires: |
| a |
"Code" means the Companies Code, 1963
(Act 179) or any statutory
modification or re-enactment thereof. |
|
| b |
words or expressions shall have the same meaning
as in the Code. |
|
| c |
references to sections of the Code shall mean
such sections as modified or re-enacted from time to time. |
|
| We, the undersigned are desirous
of forming an incorporated Company in pursuance of these Regulations
and we agree to become members thereof and to accept liability
in accordance with regulation 39 (a) of these Regulations. |
|
