AWLA
is registered in Ghana as a company limited by guarantee under the Companies
Code, 1963 (Act 179).
The
Association's Regulations are as follows.
1.
The name of the Company is African Women Lawyers Association (Hereinafter
called the: Association)
2. The Objects for which the Association is formed are.
(a) Strengthen networking and linkages between African Women Lawyers
(b) Enhance the legal status of women in Africa
(c) Lobby for gender equality in Africa through legislative reform,
public education and advocacy
(d) Promote the principles and aims of the United Nations, The Organization
of African Unity and the African Commission on Human and People's Rights.
3. The income and property of the Association whencesoever derived shall
be applied solely towards the promotion of the objects of the Association
as set forth in the immediately preceding regulation and no portion
thereof shall be paid or transferred, directly or indirectly by way
of dividend, bonus or of its Executive Council; provided that,
(a) nothing herein contained shall prevent the payment in good faith,
of reasonable and proper remuneration to any officer of the or to any
member of the Association in return for any services actually rendered
to the centum per annum of money lent, or reasonable and proper rent
for premises let to the Association
( b) No member of the Executive of the Association shall be appointed
to any salaried office of the Association or office of the Association
paid by fees
(c) no remuneration or other benefit in money or moneys worth shall
be given by the Association to 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.
4. Pursuant to Section 24 of the Companies Code, 1963 (Act 179) the
Association has for the furtherance of its authorised objects, all the
powers of a natural person of full capacity except in so far as such
powers are expressly excluded by these Regulations.
5. The first members of the Executive Council are:
Betty Mould-Iddrisu
Yvonne Korkoi Nkrumah
Sadia Chinery-Hesse
Edna Leslie Kuma
Alikem Adadevoh
Fitnat Adjetey
6. The powers of the Executive Council are limited in accordance with
Section 202 of the Code.
7. The liability of the members is limited.
8. 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 or within one year after he 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 five hundred
thousand Cedis.
9. 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.
ORDINARY
MEMBERS
10. (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 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 qualification.
ASSOCIATE MEMBERS
11. (1) The Association in general meeting may resolve by ordinary resolution
that the Executive Council may admit to associate membership of the
Association and may prescribe qualifications for such associate members.
(2) Associate members shall be permitted to take part in such processings
and functions of the Association as the resolution shall prescribe or,
in default of prescription, 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
HONORARY
MEMBERSHIP
12. (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 significant
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 be liable to pay any subscription to
the Association.
RESIGNATION OR EXCLUSION OF MEMBERS
13. Subject in the case of ordinary members of the Association to compliance
with Section 10, of the Code.
(a) any ordinary, associate or honorary member may resign his membership
by notice in writing to the Executive Council.
(b) the Executive Council may in its discretion exclude from membership
of the Association any ordinary or associate member, (i) 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, (ii) If in the opinion of the Executive Council the continued membership
of such person would be detrimental of the interest of the Association
or to the furtherance of its objects
SUBSCRIPTIONS
14. (1) Ordinary and associate members shall pay such annual subscription
as the members in general meeting on the recommendation of the Executive
Council shall determine by ordinary resolution from time to time.
(2) The subscription shall be due and payable on admission to membership
and thereafter on the first day of January in each or 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 admitted to membership or in the case of any person admitted
to membership as representing any institutions or unincorporated Association.
ACCOUNTS
AND AUDIT
15. The Executive Council shall cause proper books of account to be
kept and an income and expenditure account and balance sheet to be prepared,
audited and circulated in accordance with section 123 to 135 of the
Code.
16. 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.
GENERAL
MEETING AND RESOLUTION
17. Annual general meetings shall be held in accordance with Section
149 of the Code.
18. 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.
19. Notice of 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.
20. General meetings may be attended by the persons referred to in Section
160 of the Code and the quorum required shall be as stated in Section
161 of the Code.
21. A member shall not be entitled to attend or vote at any general
meeting by proxy.
22. 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.
23. (1) General meetings shall be conducted in accordance with Section
166 to 173 of the Code.
`(2) The Chairman, or in his absence the Vice-Chairman of the Association,
shall preside as Chairman at every general meeting but if neither is
present within five minutes after the time appointed for holding the
meeting members present 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 postal ballot of the ordinary
members in accordance with sub-Sections (6), (7) and (8) of Section
170 of the Code and shall so direct if an ordinary resolution to that
effect is moved at the meeting and passed on a show of hands or if the
resolution concerned is (a) a special resolution, or (b) any such resolution
as is referred to in Regulation 9, 10, 11, 12 or 14 of these Regulations.
24. In accordance with Section 174 of the Code a resolution in writing
signed by all the members, or being bodies corporate by their duty authorised
representatives, shall be as valid and effective for all purposes, except
as provided by such Section 174, 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 with
the meaning of the Code and these Regulations.
25. Minutes of general meetings shall be kept in accordance with Section
177 of the Code.
VOTE
OF MEMBERS
26. Each ordinary member present at any general meeting shall have one
vote on a show of hands or a poll and if a postal ballot is directed
in accordance with Regulation 23 hereof and sub-sections (6), (7) and
(8) of Section 170 of the Code, each ordinary member, whether or not
present at the meeting shall have one vote.
THE
EXECUTIVE COUNCIL
27. The number of members of the Executive Council, not being less than
two or more than twenty, shall be determined by ordinary resolution
of the members in general meeting and until so determined shall be six.
28. The continuing members of the Executive Council may act notwithstanding
any vacancy in their body; but if and as long as their number is reduced
below two or below the number fixed by the Executive Council as the
necessary quorum, they may 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
and for one other purpose.
29. Members of the Executive Council shall be appointed from among the
ordinary members of the Association in manner following, that is to
say,
(a) 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.
(b) 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.
(c) Election to the Executive Council shall be secret ballot which shall
be conducted in the following manner, that is to say
(i) any ordinary members wishing to nominate another ordinary member
or members for election to the Executive Council shall notify the Secretary
in writing, 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
without nomination and shall be deemed to offer himself for re-election
unless he notifies 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.
(ii) if the number of nominees competent for appointment as members
of the Executive Council and retiring members offering themselves for
re-election exceeds the number of vacancies to be filled, the Secretary
shall, at least fourteen days before the date of the annual general
meeting, send to each ordinary member a ballot paper containing a list
of the names of such nominees and retiring members offering themselves
for re-election requesting him to indicated by means of distinctive
mark on the ballot paper the names of the persons for whom he votes.
Each member may vote for one or more persons not exceeding in number
the number of vacancies to be filled.
(iii) no ballot paper shall be valid unless returned to the registered
officer of the Association not less than twenty-four hours before the
time appointed for the annual general meeting and shall be counted by
scutineers appointed at the meeting who shall inform the Chairman of
the meeting of the votes obtained by each candidate. The Chairman shall
then announce the names of the successful candidates to the meeting.
No ballot paper shall be valid on which votes have been cast in excess
of the number of vacancies, and in case of doubt as to the validity
of a ballot paper or the intention of the voter the decision of the
Chairman of the meeting shall be final and conclusive.
(iv) 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 candidates duly elected.
If the number so elected is less than the number of vacancies the remaining
vacancies may be filled as casual vacancies.
(d) any casual vacancy in the number of members of the Executive Council
may be filled by the Executive Council or by ordinary resolution of
the members in general meeting in accordance with Section 181 of the
Code.
30. The persons referred to in Section 182 of the Code shall not be
competent to be appointed members of the Executive Council.
31. Membership 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.
32. (1) The proceedings of the Executive Council shall be regulated
by Section 200 of the Code.
(2) At all meetings of the Executive Council, the Chairman or in his
absence the Vice-Chairman if present, shall be Chairman.
33. Minutes of meetings of the Executive Council and of any committees
of the Executive Council shall be kept in accordance with Section 202
of the Code.
POWERS AND DUTIES OF THE EXECUTIVE COUNCIL
34. (1) the activities of the Association shall be managed by the Executive
Council who may pay all expenses incurred in promotion and registering
the Association.
(2) Subject to Section 202 of the Code, the Executive Council may exercise
all such powers of the Association, including powers to borrow money
and to mortgage or charge its property and to issue debentures as are
not by these Regulations required to be exercised by the members in
general meetings.
35. In any transaction with the Association or in 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.
36. To the extent permitted by Regulation 3 of these Regulations and
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.
CHAIRMAN
AND VICE-CHAIRMAN
37. (1) The Executive Council at their first meeting and at their first
meeting held after each annual general meeting shall elect from their
members a Chairman and Vice-Chairman of the Association who shall hold
office for the ensuing year or until their successors are elected. (2)
Any vacancy accruing in these offices shall be filled in like manner
at the next meeting of the Executive Council held after the occurrence
of the vacancy.
COMMITTEES
38. (1) The Executive Council may appoint committees from among their
own members or from the members of the Association or from a combination
of both.
(2) The Chairman, or if he is unable or unwilling to act, the Vice-Chairman,
shall ex officio be a member of every committee.
(3) The terms of reference and duration or office of all committees
shall be prescribed by the Executive Council and all such committees
shall be deemed to be committees of the Executive Council for the purposes
of the Code.
SECRETARY
AND TREASURER AND OFFICERS
39. (1) The Executive Council shall appoint a secretary and a Treasurer
or a Secretary/Treasurer who may be one of their own members or a member
of the Association or neither.
(2) If one of their own number is appointed the office shall be an honorary
one without remuneration.
(3) The Executive Council may also appoint such other officers and agents
as may be necessary or expedient.
THE
SEAL
40. (1) The Executive Council shall be empowered to adopt a common seal
for use by the Executive and shall provide for the safe custody thereof.
(2) The seal shall only be used by the authority of the Executive Council
authorised by the Executive Council in that behalf, and every instrument
to which the seal shall be affixed shall be signed by a member of the
Executive Council and shall be countersigned by the Secretary or a second
member of the Executive Council or by some other person appointed by
the executive Council for the purpose.
SERVICE
OF DOCUMENTS
41. Any document may be served by the Association or any ordinary member,
debentureholder or member of the Executive Council in the manner provide
by Section 262 of the Code and may be served in like manner on any Associate
or honorary member either personally or at the address supplied by him
to the Association for the purpose of service of notices.
INTERPRETATION
42. In the 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 expression shall have the same meaning as in the Code;
(c) Reference to sections of the Code shall mean such Sanctions as modified
or re-enacted from time to time.