CONSTITUTION OF A PRIVATE COMPANY LIMITED BY GUARANTEE
1. Name of the Company
The
name of the Company is FUTURE BRIDGE TECH FOUNDATION LBG (hereinafter
referred to as “the Company”).
2. Nature of Business
The nature
of business which the Company is authorized to carry on is:
A non-profit organization focusing on technology, education, community
empowerment, digital inclusion, skills development, and sustainable community
initiatives.
3. Income and Property
The
income and property of the Company shall be applied solely towards the
promotion of the objects of the Company and no portion of the income or
property shall be paid or transferred, directly or indirectly, by way of
dividend, bonus, or profit to any member of the Company or of its Executive
Council.
Provided
that:
(a) Nothing in this Constitution shall prevent the payment in good faith of
reasonable and proper remuneration to any officer or member of the Company in
return for services actually rendered, nor prevent the payment of interest at a
rate not exceeding the prevailing ninety-one (91) day Treasury Bill rate, or
reasonable and proper rent for premises let to the Company.
(b) A member of the Executive Council shall not be appointed to any salaried
office of the Company or to any office of the Company paid by fees.
(c) No remuneration or other benefit in money or money’s worth shall be given
by the Company to a member of the Executive Council except for repayment of
out-of-pocket expenses, interest, or rent as stated above.
4. Powers
Pursuant
to section 18 of the Companies Act, 2019 (Act 992), the Company shall have, for
the furtherance of its authorized business, all the powers of a natural person
of full capacity.
5. Executive Council
(1)
The Board of Directors of the Company shall be known as the Executive
Council.
6. Limitation of Powers
The
powers of the Executive Council are limited in accordance with sections 189 and
195 of the Companies Act, 2019 (Act 992).
7. Liability of Members
The
liability of the members is limited.
8. Guarantee
Each
member of the Company undertakes to contribute to the assets of the Company in
the event of its being wound up while that person is a member, or within one
year after ceasing to be a member, for the payment of debts and liabilities of
the Company and of the costs of winding up, such amount as may be required not
exceeding GHS 2,000 (Two Thousand Ghana Cedis).
9. Dissolution
If
upon the winding up or dissolution of the Company there remains, after the
discharge of its debts and liabilities, any property, the same shall not be
distributed among the members but shall be transferred to another company
limited by guarantee having similar objects, or applied to a charitable cause,
as determined by ordinary resolution of the members before dissolution.
10. Ordinary Members
(1)
The subscribers to this Constitution and such other persons as the Executive
Council may admit to ordinary membership shall be members of the Company.
(2) The members in general meeting may, by ordinary resolution, prescribe
qualifications for membership, and unless otherwise provided, no person shall
be admitted without meeting such qualifications.
11. Associate Members
(1)
The Company may, by resolution of the Executive Council, admit persons as
associate members and prescribe their qualifications.
(2) Associate members may participate in programs and activities as determined
by the Executive Council but shall not have voting rights.
12. Honorary Membership
The
Company may, by resolution of the Executive Council, admit honorary members
who, in the opinion of the Council, have rendered distinguished service to the
Company or its objectives. Honorary members shall enjoy such privileges as may
be determined by the Executive Council.
13. Cessation of Membership
(1)
Any member may resign by giving written notice to the Executive Council.
(2) The Executive Council may expel a member who—
(a) Fails to pay any subscription due within six months of the due date; or
(b) Acts in a manner deemed detrimental to the interest or reputation of the
Company.
(3) A member who resigns or is expelled shall forfeit all rights and privileges
of membership.
14. Subscriptions
(1)
Ordinary and Associate members shall pay annual subscriptions as may be
determined by the Executive Council.
(2) Subscriptions shall be due on admission and subsequently on the first day
of January each year.
(3) The Executive Council may differentiate subscription rates among categories
of members.
15. Accounts
The
Executive Council shall cause proper books of account to be kept in respect of:
(a) All sums of money received and expended by the Company and the matters in
respect of which such receipts and expenditure take place;
(b) All sales and purchases of goods by the Company; and
(c) The assets and liabilities of the Company.
16. Audit
The
accounts of the Company shall be audited annually by a qualified auditor
appointed by the Executive Council in accordance with sections 140–143 of the
Companies Act, 2019 (Act 992).
17. Annual General Meeting
The
Company shall, in each calendar year, hold a general meeting as its Annual
General Meeting in accordance with section 157 of the Act, at such time and
place as the Executive Council shall determine.
18. Extraordinary General Meeting
All
general meetings other than the Annual General Meeting shall be called
Extraordinary General Meetings, which may be convened by the Executive Council
whenever deemed necessary.
19. Notice of Meetings
Notice
of every general meeting shall be given to every member of the Company,
specifying the place, day, and hour of the meeting and the general nature of
the business to be transacted.
20. Proceedings at Meetings
No
business shall be transacted at any general meeting unless a quorum of members
is present at the time when the meeting proceeds to business.
21. Chairman of Meetings
The
Executive Director shall preside at all meetings of the Company. In his
absence, the members present shall elect one of their number to chair the
meeting.
22. Voting
Every
question submitted to a meeting shall be decided by a majority of votes, each
member having one vote. Voting shall ordinarily be by show of hands unless a
poll is demanded.
23. Minutes
The
Company shall cause proper minutes to be kept of all general meetings and
meetings of the Executive Council.
24. Resolutions in Writing
A
resolution in writing signed by all the members or all members of the Executive
Council shall be as valid and effectual as if it had been passed at a duly
convened meeting.
25. Notices
A
notice may be served by the Company upon any member either personally or by
sending it by post or electronic means to the member’s registered address.
26. Composition of the Executive Council
The
Executive Council shall consist of not less than two (2) and not more than
twelve (12) members.
27. Appointment of Council Members
Members
of the Executive Council shall be appointed and may be re-appointed or removed
in accordance with resolutions passed at general meetings of the Company.
28. Term of Office
A
member of the Executive Council shall, unless removed, hold office for a term
of three (3) years and shall be eligible for reappointment.
29. Vacation of Office
A
member of the Executive Council shall vacate office if the person—
(a) Resigns by notice in writing to the Company;
(b) Becomes bankrupt or insolvent; or
(c) Becomes of unsound mind or is convicted of an offence involving dishonesty.
30. Filling of Casual Vacancies
The
Executive Council may appoint any qualified person to fill a casual vacancy,
and the person so appointed shall hold office for the remainder of the term of
the member replaced.
31. Powers of the Executive Council
The
business of the Company shall be managed by the Executive Council which may
exercise all powers not required to be exercised by the members in general
meeting.
32. Duties of Council Members
Members
of the Executive Council shall observe the duties and obligations imposed on
directors under sections 190 to 192 of the Companies Act, 2019 (Act 992).
33. Meetings of the Executive Council
The
Executive Council shall meet at such times as may be necessary for the proper
conduct of business and may regulate its own proceedings.
34. President and Vice-President
The
Executive Council shall elect from among its members a President and a
Vice-President, who shall hold office for one year or until their successors
are elected.
35. Committees
The
Executive Council may appoint committees consisting of such members or
non-members as it deems fit and may delegate to them such powers as are
necessary.
36. Secretary and Treasurer
The
Executive Council shall appoint a Secretary and a Treasurer or
Secretary/Treasurer who may or may not be members of the Council.
37. The Seal
The
Executive Council shall provide for the safe custody of the Common Seal of the
Company, which shall be affixed to instruments only by the authority of a
resolution of the Council and shall be signed by at least two members of the
Council.
38. Indemnity
Every
member of the Executive Council and other officers of the Company shall be
indemnified out of the assets of the Company against any liability incurred in
good faith in the discharge of their duties.
39. Service of Documents
Documents
may be served on members or the Executive Council in accordance with section
290 of the Companies Act, 2019 (Act 992).
40. Dispute Resolution
Any
dispute arising within the Company shall, in the first instance, be settled
amicably by mediation, failing which it shall be referred to arbitration in
accordance with the laws of Ghana.
41. Amendment of the Constitution
This
Constitution may be amended by a special resolution passed by not less than
three-fourths (¾) of members present and voting at a duly convened general
meeting of the Company.
42. Interpretation
In
this Constitution, unless inconsistent with the context—
(a) “Act” means the Companies Act, 2019 (Act 992);
(b) Words or expressions shall have the meanings assigned to them in the Act;
and
(c) References to sections of the Act are references to those sections as
amended from time to time.
Prepared professionally for FUTURE BRIDGE TECH FOUNDATION LBG under
the Companies Act, 2019 (Act 992).