PREPARED BY M.A.K. GYASI
THE COMPANIES CODE 1963, (ACT 179)
MFANTSIPIM OLD BOYS MOBA
(A Public Company Limited by Guarantee)
MFANTSIPIM OLD BOYS MOBA
These Regulations are to provide for the establishment of Mfantsipim Old Boys Association (MOBA); to provide for its status as an association bringing together all old students of Mfantsipim and; to provide for its functions relating to the creation of a forum for old students of Mfantsipim to promote their common interests and bring development and progress to Mfantsipim and; and to provide for other related matters connected with the wellbeing of members, their associates and Mfantsipim.
Article 1 - Establishment of the MOBA
(1) The name of the association is MFANTSIPIM OLD BOYS MOBA referred to in these Regulations as the “MOBA”).
(2) Pursuant to section 24 of the Companies Act, 1963 (Act 179) referred to in these Regulations as the “Act”, MOBA 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.
(3) MOBA is a body corporate with perpetual succession and a common seal and may sue and be sued in its corporate name.
(4) The Council shall keep the seal in safe custody as the Council may from time to time determine, and it shall only be used by the authority of the Council or of a Working Committee of the Council authorised by Council in that regard.
(5) A member of the Council shall sign each instrument to which the seal is affixed and the Executive Secretary or a second member of the Council or any other person appointed by the Council shall counter sign the instrument.
(6) MOBA may for the performance of its functions under these Regulations acquire and hold movable and immovable property, dispose of the property and enter into a contract or any other transaction.
(7) Unless otherwise expressly provided in these Regulations or by the Act, the powers of MOBA shall be exercised by the Executive Council subject to Section 202 of the Act.
(8) The liability of the members is limited.
(9) Each member of MOBA shall undertake to contribute to the assets of MOBA in the event of its being wound up, whiles that person is a member or within one year after that person ceases to be a member.
(10) Each member shall be liable for payments of the debts and liabilities of MOBA and in the case of winding up the amount that may be required but not exceeding an amount which may be determined from time to time and until so determined, shall be five hundred Ghana cedis.
(11) The income and property of MOBA where ever derived from, shall be applied solely towards the promotion of objects of MOBA as set forth in these Regulations.
(12) No portion of the income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the members of MOBA or the Council except that nothing shall prevent the payment in good faith of remuneration to any officers or persons employed by MOBA or to any member of MOBA nor prevent the payment of interest on money lent or reasonable and proper rent for premises let to MOBA.
(13) If on the winding up or dissolution of MOBA there remains after the discharge of its debts and liabilities any property of MOBA, the same shall not be distributed among the members but shall be transferred to some other association limited by guarantee having objects similar to the objects of MOBA or applied to some charitable object, or other association or charity to be determined by ordinary resolution of members prior to the dissolution of MOBA.
(14)The Regulations contained in Table B in the Second Schedule to the Act shall not apply except insofar as they are repeated or contained in these Regulations.
Article 2 - Object and functions of MOBA
(1) The object of MOBA is to provide a forum to bring all old students of Mfantsipim together to fraternise as one family while seeking ways and means to maintain the old Kwabotwe tradition of bringing development and progress to Mfantsipim to enable Mfantsipim maintain its status as the oldest and foremost senior secondary school in Ghana.
(2) Without limiting clause 1 of this article, MOBA shall
(a) provide a medium by which interest in Mfantsipim (hereinafter called “The School”) shall be promoted among the School's old students wherever they may be;
(b) provide opportunities for old students and other persons to make financial and other positive contributions towards the physical and intellectual development of the School, and the enhancement of her influence among the people of Ghana;
(c) establish the Mfantsipim Endowment Fund for the purpose of providing capital resources to the School and such other facilities as fellowships, bursaries, prizes and grants to deserving members of staff and students of the School;
(d) perpetuate individual acquaintances and friendship and thereby bind the old students into a united fellowship for the social well being of all members;
(e) promote a forum for the discussion and promotion of issues affecting education and character building in Ghana;
(f) encourage cooperation and MOBA with other MOBAs with similar interests.
(g) take over all assets and liabilities of the erstwhile unregistered MOBA by the name Mfantsipim Old Boys MOBA
(h) make such rules and do such things as may be considered desirable for, incidental or conducive to, the attainment of the above objects.
Article 3 – Membership of the MOBA
(1) Membership of the MOBA is open to a person who is an old student of Mfantsipim.
(2) Without prejudice to clause (1) of this Article, membership of MOBA shall consist of the following groups:
(d) Associate; and
(e) Companion Members.
(3) Ordinary members shall consist of all former students of the School who have been enrolled for at least one academic year at the School and who have registered by paying the prescribed annual subscription to MOBA.
(4) Life members shall be Ordinary members who have paid a composite fee equal to 20 annual subscriptions
(5) Honorary members shall be persons who originally are not former students of the School but who have made substantial contribution to the progress of the School or MOBA in some way and have been elected by the Executive Council and approved at Congress, to become such members.
(6) Associate members shall be persons who originally are not former students of the School but who have taught or held a senior positions in the School's administration for a minimum period of five (5) years.
(7) Companion members shall be persons who originally are not former students of the School but are the spouse of members.
(8) Subject to clause 1 of this Article, a person who is eligible for membership of the MOBA shall be admitted and enrolled as a member after the payment to the MOBA an entrance fee and an annual subscription prescribed by the Council.
(9) Each annual subscription payable under this section shall be due and payable on the first day of January in each year, and in the case of members admitted after that date, on the date of admission.
Resignation of membership
(10) A member may resign membership or office by notice in writing to the Executive Secretary.
Article 4 – Organisation
(1) There shall be a National Congress of MOBA referred to in these Regulations as “Congress”, which shall be the policy making body of the MOBA.
(2) There shall be a governing body of MOBA referred to in these Regulations as the “Council” which shall be responsible to Congress for the day-to-day running of MOBA.
(3) The Council may establish committees that it considers necessary at any time for any particular purpose.
(4) The membership and terms of reference of a committee shall be decided by Council.
(5) The Council may approve the establishment of District Societies of the MOBA in any part of Ghana.
National Secretariat and Executive Secretary
(6) There shall be a National Secretariat for MOBA referred to in these Regulations as the “Secretariat”.
(7) The Secretariat shall be located in Accra.
(8) The Secretariat is the registered and administrative office of MOBA.
(9) The Secretariat shall maintain a roll of all categories of members and their addresses
(10) The Council may appoint an Executive Secretary and any other officers and employees as it may consider necessary to manage the Secretariat and programmes of the MOBA.
(11) The Executive Secretary shall be the administrative head of the Secretariat and also act as Secretary to the Council.
(12) The Council may appoint a member of the Council as an Honorary Secretary.
(13) The Honorary Secretary shall provide a supervisory role over the National Secretariat.
Article 5 – The National Congress and Extraordinary General Meetings of MOBA
(1) Subject to the provisions under this Article, Congress (General Meetings) and Extraordinary General Meetings of MOBA shall be convened and held, and resolutions passed, in accordance with Part P of Chapter II and Part D of Chapter IV of the Act.
(2) Each member of MOBA who has paid the annual subscription is entitled to attend and vote and be voted for at meetings of Congress.
(3) The Council shall convene an Annual General Meeting of Congress every year.
(4) The Executive Secretary shall give notice of the agenda and time at least four weeks before Congress convenes.
(5) The quorum for Congress shall be formed by fifty members.
(6) Decisions of Congress are binding on all members of the MOBA.
(7) A member present at Congress shall have one vote on a show of hands or a poll or a postal ballot as the case may be.
Extraordinary General Meetings
(8) The Council shall convene an Extraordinary General Meeting where such an action is necessary in the interest of the Association, or where the Council has decided on such a course of action, or where twenty one members request for the meeting, by notice in writing addressed to Executive Secretary.
(9) The request for an Extraordinary General Meeting shall contain the reasons for the request and the proposed agenda for the meeting.
(10) The quorum for an Extraordinary General Meeting shall be the same as for Annual Membership Meeting.
(11) A member present at any Extraordinary General meeting shall have one vote on a show of hands or a poll or a postal ballot as the case may be.
Article 6 – Council of MOBA
(1) Subject to the provisions of the Act with respect to the appointment, removal, duties and powers of directors, the following clauses shall apply to the Council:
(a) the governing body of MOBA shall be vested in the Council which shall be responsible to Congress; and
(b) the Council may make rules for or in respect of any matter required or authorised by these Regulations relating to, or connected with, its functions under these Regulations or the proper discharge of its duties or the performance of its functions.
(2) The rules may have effect only after they have been approved by a resolution of Congress.
Constitution of Council
(1) The Council consists of a President (the Abusuapayin”), first Vice-President, second Vice-President, eight other members elected by Congress, all of whom shall be members of MOBA, the immediate past President and the current Headmaster of the School
(2) Ordinary and Life Members shall be eligible to hold office as Council Members
(3) Casual vacancies on the Council may be filled by Council and the person appointed to fill a vacancy shall hold office until the next Congress
(4) The first members of the Council are:-
Duties of the President and the Vice-Presidents
(7) The President shall, among other things, preside:
(a) at all Council Meetings and in his or her absence, the first Vice President, or in absence of the first Vice-President, the second Vice-President or in the absence of both Vice-Presidents, a member elected pro-tem by the meeting;
(b) at Congress and Extraordinary General Meetings and in his or her absence, the first Vice President, or in absence of the first Vice-President, the second Vice-President or in the absence of both Vice-Presidents, a member elected pro-tem by the meeting
(8) The first Vice-Presidents shall act in the absence of the President.
Term of office and election of Council members
(9) A Council member may hold office for two calendar years only unless re-elected.
(10) Without limiting clause (9) a President and a Vice-president shall hold office for one term only of two calendar years unless re-elected.
(11) A member of the Council shall vacate office by notice in writing under his hand addressed to the Executive Secretary of MOBA.
(12) A member of the Council including a President and a Vice-President who vacates office by lapse of time is eligible for re-election as a member of Council.
(13) The Executive Secretary, in consultation with the President, shall fix the date, time and place for the elections and shall so advise all members.
(14) Each nomination shall be supported by, at least, two members.
(15) The elections shall be by secret ballot.
(16) The elections shall be held at a meeting of Congress.
(17)The Council may make rules for voting by proxy.
Functions of Council
(18) The Council is responsible for the administration and management of MOBA and shall be responsible for carrying out the provisions of these Regulations and for ensuring the proper and effective performance of the functions of the Council as provided in these Regulations.
(19) Without limiting clause 18, the Council shall
(a) maintain and publish the Register of the members of MOBA;
(b) promote and organise social functions and educational programmes for members of MOBA;
(c) co-ordinate the activities of the Year Groups organizing the annual Speech and Prize Giving Days
(d) perform any other function that will secure the well being and advancement of the School and members and the object of MOBA.
Meetings of Council
(20) Subject to this article, meetings of Council must be convened and held, and resolutions passed, in accordance with Part P of Chapter II and Part D of Chapter IV of the Act.
(21) The quorum for a meeting of the Council is five members.
Article 7: - Branches, Chapters and Year Groups
(1) MOBA shall foster the formation of Branches, Chapters and Year Groups.
(2) Branches, Chapters and Year Groups shall have the same status, and without prejudice to other provisions of these Regulations, student members belonging to Chapters shall pay such special membership subscription as shall be determined from time to time by Congress.
(3) Year Groups may exist within MOBA and any of its Branches and Chapters and shall only be authorised to engage in such activities as will reinforce and further the objects of MOBA.
(4) No member shall belong to more than one Year Group.
(5) Each Branch, Chapter and Year Group may, subject to the approval of the Council, make and adopt rules of its activities not inconsistent with these Regulations
(6) Each Branch, Chapter, Year Group shall submit annual reports, including financial statements to the Council.
Article 8 – Finance
(1) Without limiting the provisions of clauses (4) and (5) of article 3, each member of MOBA shall make payment for annual subscription a sum of money of not less than fifty Ghana cedis or any other sum that may be prescribed from time to time by Congress.
(2) The Council shall:
(a) establish and maintain a fund under its management and control into which shall be paid all moneys received by the Council by way of grants-in-aid, fees, subscriptions and contributions from every source and out of which shall be met all expenses and liabilities incurred by the Council in carrying out its functions under in these Regulations;
(b) cause proper books of account to be kept and prepare an income and expenditure account, balance sheet and statement of cash flow to cover the period from 1st January to 31st December each year;
(c) audit and circulate among members the income and expenditure account, the balance sheet and the statement of cash flow referred to in paragraph (b) in accordance with section 122 to 133 of the Act.
(3) The Council may
(a) invest moneys in the fund in any securities of the Government or in any other securities approved by the Council;
(b) from time to time borrow money for the purposes of MOBA and pay interest thereon out of the funds of MOBA.
(4) The Council shall appoint auditors qualified in compliance with section 270 of the Act.
(5) The duties of auditors shall be regulated in accordance with section 134 of the Act.
Article 9 - Mfantsipim Endowment Fund
(1) There shall be established an Endowment Trust to be called Mfantsipim Endowment Fund (hereinafter referred to as “the Fund”)
(2) The fund shall be financed from subscriptions, special contributions, benefactions, bequests, and from such other fund-raising activities as MOBA may from time to time determine.
(3) The Fund shall be managed by a Board of Trustees whose membership shall be nominated by Council and approved by Congress
(4) The revenues accruing from the Fund shall be applied by Council for the purposes stated in the objectives of MOBA as stated in these Regulations and in the Trust Deed of the Fund.
(5) The resources of the Fund shall be held on trust or invested upon or in such securities, shares, stocks, funds and other investments (including land) in any part of the world and whether involving liability or not as the Board of Trustees shall in its discretion think fit.
Article 9 – Discipline
Suspension and expulsion of a member
(1) A member shall not do anything which, in the opinion of Congress, brings MOBA into disrepute.
(2) Subject to the approval of Congress, Council may suspend or expel a member of MOBA and strike off the member's name from the Register of members if satisfied that the member is unfit to be a member of MOBA by reason that he or she has been guilty of l misconduct or conduct likely to bring MOBA into disrepute; or
(3) Council may suspend or expel a member and strike off the member's name from the Register of members if the prescribed fees payable under clauses (4)
and (5) of article 3 and clause (1) of article 8 remain unpaid for a period exceeding four months.
(4) A member whose name has been struck off the Register of members may be restored if the Council is satisfied that he or she has become subsequently a fit and proper person to be a member of MOBA.
Article 9 – Miscellaneous Provisions
Service of documents
(1) Any document may be served on the MOBA or any member of the Council in the manner provided by section 263 of the Act and may be served in like manner on any member of the MOBA either personally or at the address supplied by him to the Council for the purpose of service of notices.
Alteration of Regulations
(2) The MOBA may, by special resolution, alter or add to these Regulations or adopt new Regulations.
Article 10 – Interpretation
(1) In these Regulations, unless the context otherwise requires:
(a) “Act” means the Companies Act 1963, (Act 179); and
(b) words or expressions shall have the same meaning as in the Act;
WE the undersigned are desirous of forming an incorporated company limited by guarantee under the Companies Act, 1963 Act 179 in furtherance of these Regulations and we agree to become members thereof and to accept liability in accordance with Article 3 (3) of these Regulations.
Dated in Accra, this***** day of********* 2007
(Names, addresses and signatures overleaf)