CONSTITUTION

Senate Constitution

PREAMBLE

This is the Constitution of Senate, a leading business and professional network composed of experienced, successful, sophisticated, ambitious and motivated professionals and entrepreneurs with fast-growing businesses and careers.

Article I: Definitions

  1. In this Constitution, unless the context otherwise clearly requires, the words below shall have the following meanings:
    • "Extraordinary General Meeting" means a meeting of Senate other than a Senate General Assembly, in which the business of Senate is discussed.
    • "Officer" means a member of the Senate Executive Council.
    • "SEC" means the Senate Executive Council.
    • "Senate General Assembly" means the mandatory annual meeting of the members of Senate at which the annual report for the previous year is presented.
  2. A reference to the male gender shall include the female gender and vice versa.

Article 2: Name and Description

The name of the association shall be Senate and a member of Senate shall be called a "Senator".

Article 3: Objectives of Senate

The objectives of Senate are to:

  1. create a viable platform for  professionals and business people to network, create meaningful connections and undertake relevant business and professional initiatives;
  2. undertake social and economic projects to improve the lives of less privileged persons and societies in Ghana; and
  3. contribute to the political discourse in Ghana by proffering workable solutions to national issues. 

Article 4: Membership

  1. Membership of Senate shall comprise:
    • every person who, at the date of the adoption of this Constitution, was a member of the Senate online platform; and
    • every person who acquires membership through the procedure outlined in this Constitution.
  2. The admission of new members to Senate shall be approved by the SEC and at least ten (10) other members of Senate.
  3.  A member shall resign his membership of Senate by notice in writing to the SEC.
  4. The SEC, may, in its discretion, suspend for such period as the SEC shall deem fit or exclude any member from membership of Senate:
    • if the membership fees payable by that member remain unpaid for one year after the fees have become due and payable; or
    • if in the opinion of the SEC, the continued membership of such a member would be detrimental to the interest of Senate or to the furtherance of its objects, provided that the member shall have the right to be heard by the SEC before a final decision is made.
  5. Every member is subject to this Constitution and by joining Senate, is deemed to have agreed to abide by this Constitution and all other codes, practices, plans, guidelines and procedures of Senate.

Article 5: Application for Membership

  1. A person who wishes to be admitted to Senate shall submit his CV to the President and specify an existing member of Senate as a reference.
  2. The SEC shall review the CV within thirty (30) days of receipt, to determine if the applicant meets the membership requirements.
  3. The SEC or an Officer shall as part of the review process, interview the applicant and his reference.
  4. Where the SEC does not approve the application, it shall immediately write to the applicant declining the application.
  5. Where the SEC approves the application, it shall inform the applicant of the objectives of Senate and of the privileges and responsibilities of membership, following which the SEC shall request the applicant to complete a membership proposal form and permit his candidature to be published to members for their approval.
  6. A member who objects to the admission of the applicant shall, within seven (7) days after the publication of the candidature of the applicant, write to the SEC, stating the reasons for his objection.
  7. Where any such objection is filed, the SEC shall review the matter. Where the SEC, after the review, still approves of the candidature, then despite the objection, the applicant, if he has received the approval of ten (10) members of Senate, shall be deemed to have been elected to membership.  
  8. Where no written objection is received by the SEC after the publication of the candidature of the applicant, and the applicant receives the approval of ten (10) members of Senate, he shall be deemed to have been elected to membership.
  9. An applicant who is deemed to have been elected to membership shall within seven (7) days after approval, pay his membership fees, whereupon his name shall be entered into the register of members.  

Article 6: Senate Executive Council

  1. Senate shall be governed by the Senate Executive Council.
  2. The SEC shall be composed of eleven (11) members of Senate, made up of seven (7) executive members and four (4) non-executive members.
  3. The executive members shall be members elected to hold the offices of:
    • The President;
    • The Vice-President;
    • The Secretary;
    • The Advocate-General;
    • The Comptroller;
    • The Projects Officer;  and
    • The Public Relations Officer.
  4. The non-executive members shall be nominated by the executive members and approved by the votes of at least twenty (20) members of Senate.
  5. The President shall chair the SEC.
  6. The SEC shall regulate its procedure.
  7. The SEC shall form committees and working groups and may co-opt other non-executive members of Senate into the committees and working groups.
  8. A person shall not be elected into the SEC unless the person:
    • has been a member of Senate for not less than one year at the time of  his nomination into the SEC;
    • has fully paid his membership fees; and
    • actively participates in and contributes to the discourse and activities of Senate.

Article 7: Powers of the SEC

The SEC shall have the power to:

  1. bind Senate;
  2. take decisions on behalf of Senate;
  3. obtain, collect and receive funds by way of contributions, donations, fines,    fees, grants and any other lawful method towards the realisation of the aims of Senate; and
  4. carry out all lawful acts that will further the aims of Senate.

Article 8: Tenure of Membership of the SEC

  1. A person elected into the SEC shall hold office for a term of two years beginning from the date on which he is sworn into office.
  2. A person shall not be elected to hold office for more than two consecutive terms.
  3. A person who has served on the SEC for two consecutive terms shall not be eligible to serve on the SEC again until a period of four years has elapsed after the end of his second term in office. 
  4. Where a person takes office less than twelve months into the tenure of the SEC, the person shall be deemed to have served one full term at the end of the term in which he took office.
  5. Where a person takes office twelve months or more into the tenure of the SEC, the person shall be eligible to serve for a further two consecutive terms.

Article 9: Election of the SEC

  1. Every member of Senate who has fully paid his membership fees, shall be eligible to nominate and elect members into the SEC.
  2. The Secretary shall, not less than thirty (30) days before the expiration of the tenure of the existing SEC, invite nominations from members for election into the executive positions outlined in Article 6 above.
  3. Election of executive members shall be conducted at a Senate General Assembly, Extraordinary General Meeting or via an online procedure.
  4. A candidate for an office wins the vote when the candidate obtains the highest votes among all the candidates contesting for that office.
  5. Where a candidate stands unopposed, he shall be deemed elected if he obtains a simple majority of the votes cast.   
  6. The Officers, so elected, shall constitute the executive members of the SEC.
  7. Within seven (7) days after their election, the executive members of the SEC shall nominate, for the approval of Senators, four members to occupy the non-executive seats of the SEC.
  8. Each nominee shall be deemed approved if he receives twenty (20) approvals from members.
  9. The outgoing Advocate-General (and where there is no outgoing Advocate-General, the new or re-elected Advocate-General) shall swear in the SEC at an Extraordinary General Meeting to be held within seven (7) days after the approval of the non-executive members.
  10. The President, after being sworn in, shall swear in the Advocate-General.
  11. A vacancy in the SEC or any office shall be filled by action of the remaining SEC. 
  12. A vacancy in the position of any Officer-elect shall be filled by action of the remaining SEC-elect.

Article 10: Duties of Officers

1) The President

The President shall:

  1. manage the affairs of Senate;
  2. preside over all meetings of Senate and the SEC;
  3. with the exception of the election of members to the SEC, have a casting vote on all matters; and
  4. perform any other duties as ordinarily pertain to the office of President. 
2) The Vice-President shall:
  1. assist the President to perform his duties;
  2. act for the President in his absence: and
  3. perform any other duties that may be assigned to him by the President.
3) The Secretary

The Secretary shall:

  1. prepare and provide useful welcome information to new and returning members;
  2. convey all SEC and committee announcements to members;
  3. receive questions and queries from members and bring them to the attention of the SEC;
  4. assemble useful information and resources for Senate when required;
  5. archive notes from all committee meetings; and
  6. perform any other duties that may be assigned to him by the President.
4) The Advocate General

The Advocate-General shall:

  1. keep membership records;
  2. swear in members of the SEC;
  3. record attendance at meetings of Senate;
  4. send out notices of Senate and  SEC meetings;
  5. record and keep the minutes of Senate and SEC meetings;
  6. ensure the enforcement of all the rules of the group;
  7. provide legal advice to the SEC when required;
  8. resolve disputes; and
  9. perform any other duties that may be assigned to him by the President.
5) The Comptroller

The Comptroller shall:

  1. have custody of all funds of Senate;
  2. keep and update the books and other financial records of Senate;
  3. account to Senate at every  Senate General Assembly  and to the SEC, upon receipt of reasonable notice, the financial position of Senate;
  4. perform any other duties as pertain to the office of Comptroller and as may be assigned to him by the President; and
  5. upon cessation of office, submit to the SEC, all funds, books of accounts, or any other property of Senate.
6) The Projects Officer

The Projects Officer shall:

  1. collate all suggestions of members regarding projects and programmes to be undertaken by Senate;
  2. lead the conduct of due diligence for the viability of suggested projects and programmes;
  3. liaise with individuals and institutions required for the successful initiation, implementation and maintenance of projects and programmes;
  4. prepare periodic reports to Senate on potential, ongoing and executed projects and programmes; and
  5. perform any other duties that may be assigned to him by the President.
7) The Public Relations Officer

The Public Relations Officer shall:

  1. plan publicity strategies and campaigns;
  2. in conjunction with the Secretary, write and publish presentations and press releases;
  3. respond to enquiries from the public, the press and related organisations;
  4. organise and attend promotional events such as press conferences, tours and visits;
  5. speak publicly at interviews, press conferences and presentations;
  6. analyse media coverage of Senate;
  7. commission or undertake relevant market research; and
  8. perform any other duties that may be assigned to him by the President.

Article 11: Removal from Office

An Officer who does not perform the functions pertaining to the office into which he  was elected, may be removed from that office by the votes of two-thirds of all votes cast:

  1. at a Senate General Assembly or Extraordinary General Meeting; or
  2. via an online voting platform.

Article 12: Meetings

  1. A Senate General Assembly shall be held within twelve (12) months of the date of the adoption of this Constitution and once every year thereafter.
  2. Notices of the Senate General Assembly shall be published on the Senate online platform and via email at least twenty-one (21) days before the meeting is held.
  3. The notices shall be accompanied by an annual report detailing the financial position of Senate and the activities undertaken the previous year. The annual report shall also outline the ongoing and future projects, plans and activities of Senate.
  4. An Extraordinary General Meeting may be convened by the SEC whenever it deems fit or necessary, or at the requisition of not less than twenty (20) members of Senate. A notice specifying the place, date, time and agenda for the meeting shall be circulated to all members at least twenty-one (21) days before the meeting is held.
  5. The quorum for a Senate General Assembly and an Extraordinary General Meeting shall be twenty (20) members.

Article 13: Method of Voting

  1. Voting shall be conducted viva voce, except for the election of Officers, which shall be by ballot.
  2. Notwithstanding article 13(1) above, the SEC may determine that a specific resolution be considered by ballot rather than viva voce.
  3. A member who has not fully paid his membership fees shall not be eligible to vote on any matters affecting Senate.

Article 14: Discipline and Appeals

  1.  A member who has a complaint about the conduct of another member shall submit a written complaint to the Advocate-General.
  2. The Advocate-General shall send a copy of the complaint to the member against whom the complaint has been made (respondent) within seven (7) days of receipt of the complaint.
  3. The respondent shall submit a written response to the Advocate-General within seven (7) days of receipt of the letter of complaint and the Advocate-General shall promptly furnish the complainant with a copy of the response.  
  4. The Disciplinary Committee shall meet to hear the matter within ten (10) days after the receipt of the response.
  5. The Disciplinary Committee shall take appropriate disciplinary action, including the termination of membership, where required.
  6. The outcome of a disciplinary hearing shall be notified in writing to the parties to the matter within seven (7) days after the hearing has been completed.
  7. Either party shall have a right of appeal to the SEC within three (3) days of receipt of the notification of the outcome of the hearing, and if exercised, the full complement of the SEC shall review the matter.
  8. The decision of the SEC shall be final and shall be rendered within seven (7) days of receipt of the notice of appeal.

Article 15: Senate Committees

  1. Senate shall conduct its business through the work of committees.
  2. Senate shall have the following committees:
    1. Membership and Welfare Committee
      The Membership and Welfare Committee shall:
      • develop and implement a comprehensive plan for the recruitment, welfare and retention of members;
      • provide personal and private advice and support to members who require it; and
      • perform any other term of reference that may be assigned to it by the SEC.
    2. Projects Committee
      The Project Committee shall:
      • develop and implement educational, humanitarian, and vocational projects that address the needs of the society; and
      • perform any other term of reference that may be assigned to it by the SEC.
    3. Finance Committee
      The Finance Committee shall:
      • provide financial oversight for Senate;
      • raise funds for Senate;
      • in conjunction with the Comptroller, prepare and review  the budget of Senate; and
      • perform any other term of reference that may be assigned to it by the SEC.
  3. The SEC may appoint such other committees, as it shall deem fit and the terms of reference of all committees so appointed shall be as prescribed by the SEC.
  4. The President and Vice President shall be ex-officio members of every committee and shall have all the privileges of membership.
  5. The SEC shall prescribe the composition of all committees.
  6. Committees may develop guidelines, plans and procedures for the efficient execution of their work and every member of Senate shall be subject to the guidelines, plans and procedures.
  7. Committees shall meet at least, four times a year and shall submit reports of their meetings to the SEC. 
  8. Each committee shall, by 31st December of each year, submit to the SEC, clearly defined goals and action plans for implementation during the course of the following year.

Article 16: Leave of Absence

Upon written application to the SEC, setting forth good and sufficient cause, a leave of absence may be granted, excusing a member from attending the meetings of Senate for a specified length of time.

Article 17: Membership Fees

  1. Membership fees shall be proposed by the SEC and set by members at the Senate General Assembly, following a vote by a simple majority of members present and voting at the meeting.
  2. Membership fees for each year shall be due by the 1st day of March of that year.
  3. Membership fees shall be reviewed every year.

Article 18: Funds, Accounts and Audit

  1. The funds of Senate shall comprise the membership fees paid by members, donations, contributions, fines, bequests and any other inflows.
  2. The funds, income and property of Senate shall be applied solely to further the aims of the association.
  3. All inflows shall be deposited into a designated account (s) held in the name of Senate and operated by the SEC.
  4. The funds shall be divided into two separate parts: one part for the execution of Senate operations and the other part for charitable/service operations.
  5. All cheques drawn on the account shall be signed by at least two members of the SEC. 
  6. The Comptroller shall maintain a current record of all funding, income and expenditure.
  7. Prior to the beginning of each fiscal year, the SEC shall prepare a budget of estimated income and expenditure for the year, which shall stand as the limit of expenditure for those purposes, unless otherwise revised by the SEC.  The budget shall be divided into two separate parts: one in respect of the operations of Senate and the other, in respect of charitable/service operations. 
  8. The SEC shall contract a qualified person to conduct a thorough review of all financial transactions once each year, before the preparation of accounts for the Senate General Assembly.
  9. The Comptroller shall present an audited statement of accounts to members at the Senate General Assembly.   
  10. The fiscal year of Senate shall extend from 1stJanuary to 31st December.

Article 19: Resolutions

  1. Senate shall not consider a motion to commit the association to any matter until the SEC has considered the matter. 
  2. Where such a resolution or motion is raised at a meeting, it shall be referred to the SEC without discussion.
  3. The SEC, if satisfied with the motion, may table it before members at a meeting.

Article 20: Dissolution of Senate

  1. Senate may be dissolved by a resolution passed by two-thirds of all members present and voting at a meeting solely convened for that purpose.
  2. The resolution shall not be passed unless the Comptroller can exhibit that Senate has enough funds to settle all its accrued debts.
  3. Where Senate does not have the requisite funds to settle its accrued debts, all members shall contribute an agreed amount to make good the settlement of all the accrued debts of Senate, before a resolution to dissolve Senate can be passed.
  4. Upon dissolution, the SEC shall distribute any assets remaining after the settlement of all accrued debts, to other groups or organization(s) with similar aims or objectives as Senate or to such other charitable purpose(s) as members may decide.

Article 21: Amendments

  1. This Constitution may be amended at a Senate General Assembly or at an Extraordinary General Meeting, where members have been given at least twenty-one (21) days’ notice of the intention to amend the Constitution.
  2. A proposal to amend the Constitution shall be submitted in writing to the Advocate-General at least twenty-eight (28) days before a Senate General Assembly.
  3. An amendment shall be made by the votes of at least two-thirds of all members present and voting at the meeting.

Article 22: Adoption of Constitution

This Constitution shall be adopted by the votes of two-thirds of members present and voting at a Senate General Assembly in which the adoption of the Constitution is included in the agenda.

 

ADOPTED IN ACCRA THIS 12 DAY OF APRIL, 2019

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