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AMERICAN CHAMBER OF COMMERCE (GHANA) – BYLAWS

 

Chapter I

General

Article1: Name
This organization is established under the laws of the Republic of Ghana and shall be known as the American Chamber of Commerce (Ghana).

Article 2: Purpose
The American Chamber of Commerce (Ghana) is organized to promote commercial, economic, educational and cultural ties between the United States of America and the Republic of Ghana and to advance the general welfare and prosperity of businesses and citizenry of both countries.

Article 3: Area
The American Chamber of Commerce (Ghana) shall serve the Republic of Ghana.

Chapter II

Membership

Article 4: Eligibility
Any person, corporation, partnership, association or other organization having interest in the objectives of the American Chamber of Commerce shall be eligible to apply for membership. Corporations, partnerships, associations or other organizations must have been legally established for a period of not less than two years in order to be eligible for membership.

Article 5: Election
Application for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. An application must be sponsored by a current member of the Chamber in good standing. Election of members shall be by the Board of Directors at any meeting thereof. Any applicant so elected shall become a member upon payment of the regularly scheduled dues as provided in Article 6, Chapter II.

Article 6: Dues
Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.

Article 7: Termination
a) Any member may resign from the Chamber upon written notice to the Board of Directors;
b) Any member may be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the due date, unless otherwise extended for good reasons;
c) Any member may be expelled by a two-thirds vote of the Board of Directors, either at a
regularly scheduled meeting or in special session, for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after due notice and opportunity for a hearing before the Board are afforded the member whose conduct is in question.

Article 8: Voting
In any proceeding in which voting is called for, each member in good standing shall be entitled to cast one (1) vote. Members unable to cast a ballot at the meeting may deposit a written proxy with the Secretary of the Chamber before such meeting takes place.

Article 9: Exercise of Privileges

Any firm, corporation, partnership or other organization holding membership may nominate individuals whom the holder desires to exercise the privileges of membership, and shall have the right to change its membership nomination upon written notice to the Board of Directors.

Article 10: Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from the payment of dues. The Board of Directors may confer or revoke honorary memberships by a majority vote.

Chapter III

Meetings

Article 11: Annual General Meeting
The annual general meeting of the Chamber, in compliance with Ghanaian law, shall be held at intervals not longer than fifteen (15) months. The time and place shall be fixed by the Board of Directors and notice thereof shall be mailed or personally served to each member at least ten (10) days before said meeting.

Article 12: Additional Meeting
It shall be the policy of the Chamber to meet monthly. The Board of Directors may modify this from time to time. A meeting of all the members of the Chamber may be called by the President of the Board at any time, or upon petition in writing of at least one-third of members in good standing. Notice shall be mailed to each member at least fifteen (15) days prior to such meetings. Meetings of the Board of Directors may be called by the President of the Board or by the Board of Directors upon written application of three (3) members of the Board. Notice (including the purpose of the meeting) shall be given to each director at least three (3) days prior to the said meeting. Committee meetings may be called at any time by the President of the Board of Directors or by the committee’s chairman.

Article 13: Quorums
At any duly called annual general meeting of the Chamber, any number in excess of ten (10) members of good standing shall constitute a quorum. At a meeting of the Board of Directors, a majority of directors shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum.

Article 14: Notice, Agenda Minutes
Written notice of all Chamber meetings, except for committee meetings, must be given at least ten
(10) days in advance. An advance agenda and minutes must be prepared for all meetings.

Chapter IV

Board of Directors

Article 15: Composition of the Board
The Board of Directors shall be composed of a maximum of twelve (12) including a maximum of 9 voting and three (3) ex-officio non-voting members. Two of the non-voting members shall be representatives of the U.S. Embassy and the other shall be the immediate past President. A majority with a minimum of Six (6) voting members must represent either corporation at least fifty (50) percent owned by companies incorporated in the United States or their subsidiaries or partnerships at least fifty (50) percent of whose partners are U.S. citizens. The members of the Board shall serve for a term of two (2) years and shall elect the President, Vice President and Treasurer from among the voting members of the Board.

The management and policy-making responsibilities of the Chamber shall be vested in the Board of
Directors, which shall control its property, be responsible for its finances and direct its affairs.

Article 16: Selection and Election of Directors
A. Nominating Committee: At the regular January Board meeting of the year in which the term of the office of a Board expires, the President of the Board shall appoint, subject to approval by the Board of Directors, a Nominating committee of three (3) members of the Chamber. The President of the Board shall designate the chairman of the committee.
Prior to the month of a year in which directors’ terms expire; the Nominating committee shall present to the President a slate of candidates to replace the directors whose terms are expiring that year. Each candidate must be an executive member of a corporation, partnership, an association or organization, should be members in good standing continuously for three (3) years and shall be approved by the Board of Directors in accordance with the rules laid down by the U.S Chamber of Commerce and endorsed by a majority at the Chamber’s Annual General Meeting. No Board member who has served two (2) consecutive two-year terms is eligible for election to a third term. A period of one (1) term after ceasing to be a Director must elapse before eligibility is restored. Notwithstanding any term to the contrary where a person is nominated for President, Vice-President or Treasurer, the person’s term of office shall begin anew as if he/she had never served on the Board.

B. Publicity of Nominations: Upon receipt of the report of the Nominating committee, the President shall immediately notify the membership by mail of the names of the persons nominated as candidates for directors and the right to petition.

C. Nominations by Petition: Additional candidates for membership on the Board of Directors may be nominated by petition bearing the signatures of at least five (5) members of the Chamber. Such petition shall be filed with the Nominating Committee within ten (10) days after notice has been given of the names of those nominated by the committee. The determination of the Nominating Committee as to the legality of the petition(s) shall be final.

D. Determination: If no petition is filed within the designated period, the nominations shall be closed and the nominated slated candidates shall be presented by the Board of Directors for approval and endorsement at the Annual General Meeting.

If as a result of Court action, additional candidates shall be presented, the names of all such candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for the number of candidates whose terms are expiring only. The President shall mail this ballot to all active members at least fifteen (15) days before the Annual General Meeting.

The ballot shall present additional candidates; the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for the number of candidates whose terms are expiring only. The Board of Directors shall, at the Annual General Meeting declare the candidates with the greatest number of votes elected.

E. The President of the Board shall appoint, subject to the approval of the Board of directors, at least three (3), but not more than five (5), judges who are not members of the Board of Directors nor candidates for election. One will be designated President. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Directors.

Article 17: Seating of New Directors
All newly elected Board members shall be seated at the Annual General meeting and shall be participating members thereafter. Retiring directors shall leave the Board concurrently.

Article 18: Vacancies
A member of the Board of Directors who shall be absent from four (4) consecutive regular meetings of the Board of Directors shall be dropped automatically from membership on the Board unless the Board Member communicates in writing the reason(s) for his/her absence and such writing is approved by a majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors, or among the officers, shall be filled by the Board of
Directors by a majority vote.

Article 19: Policy
The Board of Directors is responsible for establishing procedure and formulating policy of the
Chamber. It is also responsible for adopting all policies of the organization.

Article 20: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been officers, directors or employees of the Chamber, except in relation to matters as to which such individuals shall be
adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence
of such liability for negligence or misconduct.

Chapter V

Officers

Article 21: Determination of Officers
The Board of Directors (new and retiring) shall reorganize for the coming year at the regular Board meeting.
At this meeting the Board shall elect the President of the Board, Vice President and the Treasurer. Officers will be elected from among members of the new Board. All officers shall serve for a term of two (2) years or until their successors assume the duties of office. The elected officers shall be voting members of the Board of Directors.

Article 22: Duties of Officers
A. President of the Board: The President shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership and Board of Directors. The President of the Board shall determine the membership all committees, select all committee chairmen and assist in the selection of committee personnel, subject to the approval of the Board of Directors. The President and the Board shall be responsible for hiring, discharging, directing and supervising all employees of the Chamber and they shall have the authority to designate an individual to serve as Secretary to the Board. The Secretary shall prepare notices, agendas and minutes of meetings of the Board.
The President and the Treasurer shall also be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors.

B. Vice President: The Vice President shall exercise the powers and authority and perform the duties of the President in the event of the absence or disability of the President.

C. Treasurer: The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions or invested in a manner approved by the Board of Directors. All cheques shall be signed by the President and the Treasurer or in the absence of the President by the Vice President and another voting member of the Board. The Treasurer shall submit a monthly financial report to the Board of Directors.

Article 23: Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board for its actions. It shall be composed of the President of the Board, the Immediate Past President, Vice President and Treasurer. The President of the Board will serve as Chairman of the Executive Committee.

Article 24: Indemnification
The Chamber may, by resolution of the Board of Directors, provide for indemnification by the Chamber of any and all of its officers or former officers as specified in Article IV, Section 16 of these bylaws.

Chapter VI

Committees and Divisions

Article 25: Appointment and Authority
The President of the Board, with the approval of the Board of Directors, shall appoint the members of all committees and committee chairmen/chairpersons. The President of the Board may appoint such ad hoc committees and their chairmen/chairpersons as deemed necessary to carry out
the program of the Chamber. Committee appointments shall be at the pleasure of the President of the Board and shall serve concurrently with the term of the appointing President of the Board, unless a different term is approved by the Board of Directors.
It shall be the function of committees to make investigations, conduct studies and hearings,
make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board.

Article 26: Limitation of Authority
No action of any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.
Committees shall be deemed dissolved by the President of the Board when their work has been completed and their reports accepted or when the Board of Directors decides to discontinue the
committees.

Article 27: Testimony
Once the action of a committee has been approved by the Board of Directors, committee chairmen/chairpersons or their designees may give testimony to, or make presentations before, civic organizations and governmental agencies.

Article 28: Divisions
The Board of Directors may create such divisions, bureaux, departments, councils or subsidiary corporations, as it deems advisable to carry out the work of the Chamber.
The Board shall authorize and define the powers and duties of all divisions, bureaux, departments, councils and subsidiary corporations. The Board shall review annually and approve all activities and proposed programs of such divisions, bureaux, departments, councils or subsidiary
corporations, including collection and disbursement of funds.

No action or resolution of any kind taken by divisions, bureaux, departments, councils or subsidiary corporations, having financial bearing shall be entertained by the Chamber unless approved by the Board of Directors.

Chapter VII

Article 29: Funds

Finances
All money paid to the Chamber shall be placed in a general operating fund.

Article 30: Disbursements
Upon approval of the budget by the Board of Directors, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget. Disbursement shall be by cheques.

Article 31: Fiscal Year
The fiscal year of the Chamber shall close on December 31 of each year.

Article 32: Budget
As soon as possible after election of the new Board of Directors and officers, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.

Article 33: Annual Audit
The account of the Chamber of Commerce shall be audited annually as of the close of business on
‘December 31 of each year by a qualified public accountant. The audit shall be available for review by members of the Chamber at the offices of the Chamber and presented for acceptance at the Annual General Meeting. A firm represented on the Chamber’s Board of Directors may not serve as the
Chamber’s auditor.

Article 34: Bonding
The President and such other officers and staff as designated by the Board of Directors may be bonded by a fidelity bond in an amount set by the Board and paid for by the Chamber.

Chapter VIII

Dissolution

Article 35: Procedure
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said fund shall inure, or be distributed, to the members of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more charitable, educational, scientific or philanthropic organization(s) duly organized under the laws of Ghana and selected by the Board of Directors.

Chapter IX

Article 36: Parliamentary Authority
The current edition of Robert Rules of Order shall be the final source of authority with respect to all questions of parliamentary procedure when such rules are not inconsistent either with the bylaws of the Chamber or the laws of Ghana.

Chapter X

Amendments

Article 37: Revisions
These bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors and by a majority of the members at any Annual General meeting, provided the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board of Directors or to the members in writing at least ten (10) days in advance of the
meeting at which they are to be acted upon.

Adopted: