OUR CONSTITUTION
SANCORE ANIMAL RESCUE AND SHELTER
A Company limited by Guarantee
(Registration No. CG083962019)
THE CONSTITUTION
Registered Office:
SANCORE Animal Rescue and Shelter,
P. O. 105,
Madina, Accra, GHANA
PREAMBLE:
SANCORE Animal Rescue and Shelter (SARAS), is a non-partisan, non-profit organization civil empowered Organization focused on the welfare of homeless and abused animals.
(1) SARAS seeks to prevent cruelty to animals and to promote kindness to animals.
(2) SARAS seeks to ne the leading authority and advocate on animal welfare and cruelty issues in Ghana.
(3) The Constitution shall be the supreme law of SANCORE Animal Rescue and Shelter and any other law found to be inconsistent with any provision of this Constitution shall, to the extent of the inconsistency, be void.
ARTICLE 1: NAME
The name of the organization will be SANCORE Animal Rescue and Shelter, hereafter referred to as SARAS.
ARTICLE 2: OBJECTIVES
SANCORE Animal Rescue and Shelter is a non-profit making voluntary organization and aims to rescue and seek permanent homes for abandoned, unwanted, injured and maltreated animals. On the other hand, in the case of lost animals, to try to reunite the animal with the owner.
ARTICLE 3: METHODS
(1) SARAS will seek to collect the animals. Then arrange suitable temporary care prior to finding the owner or placing with a new owner.
(2) SARAS will ensure that all dogs and cats coming into their care are inspected for a microchip. We will endeavor to find the owner by advertising and liaison with the relevant sanctuary to ensure they are aware of dogs coming into our care.
(3) In the case of sick or injured animals ensure that they receive veterinary care and the appropriate action taken.
(4) It is intended that the SARAS will operate for an indefinite period.
(5) Permanent new owners will be asked to sign an adoption form, have a home check and follow up checks, on the adopted animal, will be carried out by a committee member.
(6) An Internet site will be created to advertise our aims and allow the public to view dogs and cats seeking homes, advertise events, etc.
(7) Any other advertising media will be used in an attempt to re-home the animals.
ARTICLE 4: LAWFUL COMPLIANCE
(1) SARAS will have no political affiliation.
(2) SARAS will act within Ghanaian law at all times.
(3) SARAS will treat volunteers, the public and Committee members with respect, upholding the dignity of all.
ARTICLE 5: COMMITTEE
(1) The Committee shall consist of a President, Secretary and Treasurer. The Committee shall be elected at the Annual General Meeting (AGM of members) as set out in article 5.
(2) There will be a quarterly committee meeting. Minutes of all meetings will be kept and made available for inspection on request.
(3) The meetings will take place at the Madina Estates, Accra or, if this becomes impractical, another similar venue in the area.
(4) The Committee members will be replaced as and when vacancies occur. The Committee, prior to the AGM, may temporarily fill such a vacancy.
(5) A Committee member may propose a motion of no confidence in another member of the Committee in which case a majority vote may remove the said member.
ARTICLE 6: AGM
(1) There will be an AGM held in February each calendar year. There must be fifteen days’ notice of the date of the AGM. All paid up members will be notified.
(2) A quorum of three is required to hold the AGM.
ARTICLE 7: FUNDING
(1) SARAS is a voluntary organization and relies totally on donations of time, money and fund-raising events.
(2) Donations and funds raised by the SARAS are to be used to pay veterinary fees. To provide food for the animals whilst in temporary care. To build and maintain the shelter. For the administration of the SARAS and for any other costs related to the care and well-being of animals including travelling expenses incurred by volunteers in relation to movement of the animals.
(3) SARAS will seek to fund their aims in several ways, for example:
i. Provide discounted veterinary services to the population.
ii. Collection tins placed in various public establishments within the areas of operation.
iii. Arrange regular events, i.e. dinner dances, evening entertainment programs, dog shows.
iv. Attend car boot sales and the like to sell goods donated by well-wishers.
v. To open SARAS to membership for a small annual fee.
vi. To accept donations made by well-wishers, businesses etc.
ARTICLE 8: FINANCES
(1) The funds shall be held in a bank account in the name of SANCORE Animal Rescue and Shelter.
(2) The Treasurer, or his nominee, will present a full financial report at each monthly meeting
(3) The Treasurer’s report will be available at all times on the web site to allow public inspection of all monies coming into and going out of SARAS.
(4) The financial affairs of SARAS shall be examined on an annual basis by an independent auditor. This shall be carried out immediately prior to the AGM.
ARTICLE 9: MEMBERSHIP
(1) Subscribers of these regulations and such other persons as the Board of Directors Executive shall admit to membership shall be members of SARAS.
(2) The Executive members in general meeting may by ordinary resolution prescribe qualifications for membership of SARAS and unless the resolution otherwise provides, no person shall thereafter be admitted to membership by the Board of Directors unless he has the prescribed qualifications.
(3) SARAS’s General meeting may resolve by ordinary resolution that the Board may admit to honorary membership of SARAS, any person, whether or not an ordinary or associate member of SARAS who in the opinion of the Board has rendered special service to SARAS or to any of the objectives which SARAS was formed to promote.
(4) An honorary member, unless also admitted as an ordinary member, 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 SARAS.
ARTICLE 10: EXCLUSION OF MEMBERS
Subject, in case of ordinary members, in compliance with section (1) of the companies’ code 1963 (ACT 79)
(1) Any ordinary, associate or honorary member may resign his/her membership by notice in writing to the Board.
(2) The Board may in its discretion exclude from membership of SARAS any ordinary or honorary member if: -
i. The subscription payable to SARAS by such ordinary or associate member shall be unpaid six months after the same shall have become due and payable or
ii. In the opinion of the Board the continued membership of such person would be detrimental to the interest of SARAS or to the furtherance of its objects.
ARTICLE 11: VOTES OF MEMBERS
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 an article thereof, each ordinary member whether present or not at a meeting shall have one vote.
ARTICLE 12: GOVERNANCE
(1) For the proper management of the affairs of SARAS, there shall be an elected Board of Directors consisting of not less than three persons and not more than 7 persons.
(2) All members of the SARAS Board shall be elected from the membership of SARAS.
(3) Members of the Board shall have a tenure of office of two years subject to re-election at the Annual General Meeting (AGM)
(4) The Board shall be responsible for formulating SARAS policy and overseeing the implementation of the same.
ARTICLE 13: POWERS AND DUTIES OF THE BOARD
(1) The activities of SARAS shall be managed by the Board who may pay all expenses incurred in promoting and registering SARAS.
(2) Subject to section 202 of the Companies Code, the Board may exercise all such powers of SARAS including power to borrow money and to mortgage or change its property and to issue debentures as are not by the or these regulations required to be exercised by the members at general meetings in accordance with section 150 of the Code and shall be convened on the requisition of ordinary members in accordance to section 297 of the Code.
(3) Notice of general meetings shall be given in accordance with section 157 – 159 of the Code and accompanied by any statements required to be circulated therewith in accordance with section 157 to 159 of the code.
(4) A member shall not be entitled to vote at any general meeting by proxy.
(5) The Chairperson, or in his/ her absence the Vice Chairperson of SARAS shall preside as Chairperson at every general meeting but if neither is present within fifteen minutes after the time appointed, the members present shall elect among themselves a member to act as Chairperson.
(6) On a poll being demanded on any resolution of a general meeting, the Chairperson of the meeting may direct a postal ballot of the ordinary members in accordance with subsection (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 by a show of hands or if the resolution concerned is:
I. A special one, or
II. Any such resolution as is referred to in article 7 of this constitution.
(7) In accordance with section 174 of the code a resolution in writing signed by all the members, or being bodies corporate by their duly authorized representatives, shall be as valid and effective for all purposes/except as provided by such meeting of SARAS duly convened and held, and if described as special resolution shall be deemed to be a special resolution within the meaning of the code and this constitution.
(8) Minutes of general meetings shall be kept in accordance with section 177 of the code.
(9) In any transaction with SARAS or on its behalf and in the exercise of their powers the members of Board shall observe the duties and obligations imposed on them by section 203 to 205 of the companies code 1963 (Act 176).
(10) To the extent permitted by Regulation 3 of the Code and subject to compliance of section 207 of the Code, a member of the Board may enter into a contract with SARAS and such contract or any other contract of the SARAS in which any member of the Board is in any way interested shall not be liable to be avoided, nor shall any member of the Board be liable to account for any profit made thereby by reason of his being a member of the board or of the fiduciary relationship thereby established.
ARTICLE 14: CHAIRMAN
(1) The Board at their first meeting held after each annual general meeting shall elect from their members a Chairperson of SARAS who shall hold office for the ensuing year until their successors are elected.
(2) Any vacancy occurring in these offices shall be filled in like manner at the next meeting of the executive of the vacancy.
ARTICLE 15: SECRETARY AND TREASURER.
(1) The Board shall appoint a Secretary and a Treasurer or Secretary / Treasurer who may be one of their own members or a member of the project or neither.
(2) If one of their members is appointed the office shall be an honorary one without remuneration.
(3) The Board may also appoint such other officers and agents, as may be necessary and expedient.
ARTICLE 16: GENERAL MEETINGS AND RESOLUTION
(1) Annual General Meetings shall be held in accordance with section 149 of the Code.
(2) Extraordinary General Meetings may be convened by the Board whenever they think fit.
ARTICLE 17: AMENDMENTS
(1) Amendments to this constitution must be approved by a simple two-thirds majority of members present and voting at a general meeting of the project.
(2) Notice of intention to move such an amendment must be given to the Board at least 30 days prior to the date of such meeting.
(3) Copy of such intended amendments shall be circulated to members 21 days prior to the date of such meeting.
ARTICLE 18: DISSOLUTION
(1) a. Each member of SARAS undertakes to contribute to the assets of SARAS in the event of its being wound up while he/she is a member or within one year after he/she ceases to be a member, for the payment of debts and liabilities of SARAS and of the cost of winding up such amount as may be required not exceeding One Thousand Ghana Cedis (GH¢1000).
(2) If upon the winding up or dissolution of SARAS, there remains after the discharge of its debts, liabilities and property of the project, the same shall not be distributed among members but shall be transferred to some other Non-Governmental Organization (NGO) or charity limited by guarantee having objects similar to the objects of SARAS or applied to some charitable object, such other organization or charity to be determined by ordinary resolution of members at a general meeting prior to the dissolution of SARAS
ARTICLE 19: THE SEAL
(1) The Board shall be empowered to adopt a common seal for use by the Executive and shall provide safe custody thereof.
(2) The seal shall only be used by the authority of the Chairperson, authorized by the Board in that behalf, and every instrument to which the seal shall be affixed shall be signed by a member of the Board or by some other person appointed by the Board for the purpose.
ARTICLE 20: INTERPRETATION
In this Constitution, unless the context otherwise requires.
(1) “Code” means the Companies Code, 1963 (Act 179) or statutory modification or re-enactment thereof.
(2) “SARAS” means SANCORE Animal Rescue and Shelter, the name of this NGO.
(3) Reference to sections of the Code shall mean such sections as modified or re-enacted from time to time.
We, the undersigned are desirous of forming an incorporated company limited by guarantee (Non – Profit NGO) under the Companies Code, 1963 (Act 179) in pursuance of the Regulations and we agree to become members thereof and do solemnly accept liability.