Constitution of Producers Guild of Ghana (PGG)

Article Index

We the members of PGG with the aim of forming a union representing all Producers from the broad spectrum of entertainment and factual programming, whose Parent companies are located and operating in the Republic of Ghana hereby adopt unto ourselves and promulgate this Constitution. This Constitution shall be construed with reference to the provisions of the Companies Code, 1963 Act 179 of the Republic of Ghana for the being in force and terms used in this Constitution shall be taken as having the same respective meanings as they have where used in the Code except where otherwise herein provided.

Article 1: Name and Domicile

THE PRODUCERS GUILD OF GHANA shall be called "PGG”
PGG shall be registered with the Registrar-General's Department as a company limited by guarantee in accordance with the provisions of the Companies Code, 1963 Act 179 of the Republic of Ghana for the being in force.
PGG shall have its own legal personality under law and in accordance with Section 24 of the Companies Code, 1963 (Act 179) shall, for the furtherance of its authorized objects, have all the powers of a natural person of full capacity except in so far as such powers are expressly excluded by this Constitution.

Article 2: Aims and Objectives of PGG

Paragraph The aims and objectives of PGG are:

To form a unique and dynamic entity, composed of forward – looking Producers (TV, Film, Theater), who are looking for national and global competitiveness.
To represent and promote the commercial interest of members within and outside the borders of Ghana.
To actively lobby government, its agencies, and other strategic entities directly or indirectly responsible for licensing, regulation and monitoring of TV, Film and Theater in Ghana
To negotiate favorable trade terms and working relationships with all the television networks, Film Distributors, Theatres, and all relevant corporate bodies
Develop affective and efficient interface and sound working relationship with Broadcasters, Actors, writers and general talents in the TV, Film and Theater industry
Develop strong relationship and interface with investors and financial institutions to attract funding for the TV, Film and Theater industry in Ghana
To create capacity building opportunities for all its members toward general improvement of the standard of TV, Film and Theater in Ghana
Promote synergistic relationships and collaborations amongst members (engender co-productions, etc.)
Organize or cause to be organized
- Product or Service Markets
- Festivals
- Awards
- Other events
Undertake foreign exhibitions
Lobby for tax breaks and other incentives
Set up an effective standardization regime and effective distribution channel for productions of members
Form local/foreign connections of all kinds – Access funding (local/ International)
Develop a consistent strategy of training and retraining of members through courses, seminars, conferences and the like

Overall Goal

The overall goal of the guild is to empower its members to become competitive nationally and globally to help increase their earnings.

Article 3: Non-Profit Making Organisation

The income and property of PGG, shall be applied solely towards the promotion of the objects of PGG as set forth in this Constitution and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or profit to any person who is a member of PGG or its Executive committee; provided that nothing herein contained shall prevent payment in good faith and reasonable and proper remuneration to any officer of PGG or to any member of PGG in return for any services actually rendered to PGG.

Article 4: Financial Year

The Financial year of PGG shall be the calendar year. The first financial year shall run from the date of registration until the 31st December of that year.

Article 5: Membership

Membership of PGG shall be by recommendation of a member, to be accepted by a quorum of members

Article 6: Rights of a Member

A member shall, have the right to:

Participate in all activities of PGG including but not limited to accessing advocacy, welfare, financial and other support services and policy advocacy formulation programmes of PGG subject to the rules and regulations governing such activities.
Be heard whenever his or her activities and conduct are in question and under consideration by the Executive Committee.
Contest for any position or office within PGG, in accordance with rules and regulations governing such elections. A member shall be disqualified from holding any office or contesting any election in PGG if he or she:
1. is adjudicated bankrupt; or
2. is found to be a lunatic or is medically certified as being of unsound mind; or
3. is not in good standing. A member is deemed not to be in good standing if the person has neglected for six months to pay his quarterly membership fees as provided by Rule 11 hereunder or if he shall persistently neglect or refuse to pay any other monies which may be due from him to PGG; and/or
4. is convicted on indictment and imprisoned for any criminal offence involving dishonesty.

Article 7: Duties of a Member

A member shall have the duty to:

Protect and promote the good name of PGG
Protect the unity of PGG;
Abide by and uphold the decisions of PGG
Participate fully in all activities of PGG and support the secretariat to work effectively and with accountability;
Pay dues as well as give donations for special programmes and activities as may be decided from time to time by the Executive
Not to initiate or commence any legal proceedings against PGG without having exhausted the grievance procedure laid down in this Constitution. For the avoidance of doubt, no member shall commence any legal proceedings against PGG for any reason whatsoever unless whatever grievance the Member may have against PGG has been put before the appropriate organs of PGG for investigation and decision.

Article 8: Application for Membership

Application for new membership shall be by recommendation of a member, which will then be circulated to all members and the new member shall be admitted by a quorum

Article 9: Resignation

A member must give written notice to the Secretary, at least one calendar month prior to the 1st of January, in any year of his wish to resign, otherwise he will be liable for the subscription for the ensuing year.

Article 10: Cessation of Membership

Any member shall ipso facto cease to be a member of PGG:

if he is adjudicated bankrupt;
if he is found to be a lunatic or is medically certified as being of unsound mind;
if he shall neglect for six months to pay his annual membership fees as provided by Article Rule 12 hereunder or if he shall persistently neglect or refuse to pay any other monies which may be due from him to PGG but may be re-admitted at any meeting of the Governing Board by resolution and on paying his subscription or other dues in arrears.
If he is convicted on indictment and imprisoned for any criminal offence involving dishonesty.
in case of death of a natural person;
in the case of a legal person, upon dissolution/liquidation;
by giving notice; or
by expulsion

Article 11: Expulsions of Members

The Executive Committee shall have disciplinary powers over all members and authorised representatives of members which powers shall be exercised in accordance with the provisions of Article 11 (c) hereunder.
Other than for the reasons listed in Article 10 hereof, the Executive Committee shall have power by resolution passed by a two-thirds majority of members present and voting to expel any member whose conduct in the opinion of such majority makes that member no longer acceptable as a member of PGG.
A member whose conduct is to be taken into consideration by PGG under the provisions of Articles 10, 11(a) and 11(b) hereof, shall receive fourteen clear days' notice in writing forwarded to him by registered post to his last known address registered with PGG and upon his giving notice in writing to the Secretary General of his intention to appear, shall be heard by the Executive Committee either in person or through his authorised agent. Alternatively and in addition, he may put in a written statement which shall be taken into consideration by the Executive Committee when dealing with the matter
Any Member who has been dealt with in accordance with the preceding paragraphs and found guilty may be expelled from PGG, fined or have his accreditation cancelled or dealt with in any other manner considered appropriate by the Executive Committee.

Article 12: Grievances

A Member who has a grievance against any officer of PGG may, in writing petition the Executive Committee. A grievance shall involve an allegation of unjust or unfair treatment by any officer of PGG against the member.
A Member aggrieved by or dissatisfied with the decision of the Executive Committee may, within seven days from the date of receipt of the decision of the Executive Committee appeal to a committee comprised of at least three Members of PGG.
Where a Member has a grievance against the Executive Committee as a whole, all efforts shall be made to amicably settle the matter. Where all attempts at such amicable settlement fail, the grievance shall be presented to a special meeting of the General Assembly for discussion and redress.

Article 13: Certificate of Membership

Every member shall be entitled to receive a Certificate of Membership under the common seal of PGG.
No Certificate of Membership shall of itself carry or confer upon its holder any rights.
The certificate shall be valid for one year.

Article 14: Register of Membership

The Secretary General shall keep at all times a Register of Members of PGG which shall be open for inspection during the ordinary business hours of PGG by any member. The names and addresses of all persons, firms and companies who are or shall hereafter become duly elected members shall be inscribed in the Register together with the names of their duly authorised representatives.

Article 15: Membership Fees

The Executive Committee, with the consent of Members at its General Assembly Meeting, shall fix the registration fees and yearly membership fees payable.
The membership fees are due and payable quarterly every year and shall be paid by way of transfer to the accounts of PGG (January, April, July, and October).
Members accepted in the course of the year shall pay the full annual membership fees.

Article 16: Arrears of Subscription

A member whose subscription is in arrears for three months shall not be permitted to vote or be voted for or nominate a candidate to be voted for and when his subscription is six months overdue, all privileges of membership shall be forfeited and his name shall be brought before the Executive Committee for suspension of his membership, but any arrears shall be a debt due and recoverable by PGG.

Article 17: Attendance and Voting at Meeting

Only persons, firms or companies whose names shall appear in the Register of Members shall be entitled to attend meetings of PGG. Only one member of a firm or company shall be allowed to vote on any subject.
A notice may be given to any member, either personally or by sending it by post to his address as it appears in the Register of Members. Where a notice is sent by post, it shall be deemed to have been served at the expiration of forty eight hours after it was posted.

Article 18: Annual General Assembly Meetings

1. There shall be an Annual General Assembly Meeting on such a day each year as the Executive Committee shall from time to time determine, and at which meeting, the following matters shall be considered: -
  1. Receive the report of the President on the activities of PGG;
  2. Receive the Statement of Accounts duly audited;
  3. Appoint Auditors for the ensuing year;
  4. When appropriate, elect the Officers of PGG for the ensuing year;
  5. Fill up vacancies in the Executive Committee;
  6. Fix registration and annual subscription fees.
  7. Make changes and amendments to the Articles of the Constitution of PGG
  8. Consider and if necessary take action, with reference to any business or motion of which due notice may have been given, or which a two-thirds majority of those present and voting may determine to entertain not being inconsistent with this Constitution.
2. All members of PGG shall be given at least twenty-one (21) days notice, by circular letter, of the Annual General Meeting and of the business to be transacted thereat.
3. The members shall elect from among a list of two nominees proposed by the Executive Committee a Chairman who will chair and manage proceedings at meetings of that specific General Assembly Meeting only.
Special Meetings
Special meetings of PGG and/or of any Committee shall be convened by the Secretary General at the discretion of the President, or on the requisition of six (6) members of the Executive Committee, or of not less than one-third of the registered members of PGG at any given point in time. The notice shall state the objects of the meetings and no other business shall be discussed.
Notice of Meetings
Except as provided for in Rule 17 (A) and (D) herein, seven days' notice at least shall be given of all meetings by circular addressed to members. The notice shall state to objects of the meetings and no other business shall be transacted.
Emergency Meeting
In case of emergency, the Executive Committee shall be vested with full powers to act for PGG. The President, or in his absence or incapacity either of the Vice Presidents, or in their absence or incapacity for whatever reason, any of the elected members of the Executive Committee shall have powers to call an emergency meeting of PGG without notice.

The Following matters shall not be the subject matter for discussion during an Emergency Meeting:
1. the removal of the President or Vice Presidents; or
2. the approval of PGG’s audited accounts.
Resolution and Voting at Meetings
1. At any general meeting, a resolution put to the vote of the meeting shall be decided on a ballot unless voting by a show of hands is demanded by at least quorum members present and voting. If, however a vote is taken by a show of hands, a declaration by the President that the resolution has been carried unanimously, or by a particular majority, or lost, and an entry to that effect made in the minutes of the proceedings of the meeting, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
2. A ballot shall be taken in such manner as the President directs, and the result of the ballot shall be deemed to be the resolution of the meeting in respect of that subject matter.
3. All resolutions shall be passed by simple majority of votes except resolutions relating to a change of the Articles or a resolution relating to the dissolution of PGG. Such exceptional resolutions shall require a majority of at least three-fourths of all votes cast at the Members General meeting.
4. Resolutions of the Annual General Meeting shall be entered into the resolutions book, and shall be signed by the President of the respective meeting and the Secretary General. The resolution shall also identify the place and time the meeting was held as well as the voting result.
5. In the case of an equality of votes, whether on a ballot or on a show of hands, the President shall be entitled to a second or a casting vote.
6. A representative of more than one member is entitled to vote for each member he represents, provided his name appears on the Register of Members as representing each member, in accordance with the provision of Rule 10.
Rescinding of Resolutions
No resolution of an Annual meeting or a Special Meeting shall be rescinded except by a special meeting convened for that purpose.

Article 19: Quorum at Meetings

Annual General Meetings: 50%
Executive Committee: 3 members

In the absence of a quorum, the meeting shall stand adjourned until the same day in the following week at the same time and place and if at such adjourned meetings a quorum is not obtained, those members who are present shall form a quorum and may transact business.

Article 20: Organs of PGG

Organs of PGG shall be the following:

Executive Committee
Members at General Meeting
Such Standing Committees as may be appointed from time to time.

Article 21: The Executive Committee

There shall be an executive committee composed of:

A President
1st Vice President
2nd Vice President
General Secretary
Communications Officer
Treasurer
Deputy General Secretary

Other executive positions will be created and filled, as the need arises

Article 22: Responsibilities of the Executive Committee

The Executive Committee shall be responsible for initiating and supporting all measures for fulfil the aims and objectives of the producers guild and shall be responsible for its administration

Notwithstanding the generality of clause (a) of the section, the Executive Committee shall in particular undertake the following functions:
1. Policy initiation and implementation
2. Administration of PGGs Assets
3. Preparation for the Members Annual General Meeting
4. Establishing the annual accounts within three months after the end of the financial year.
5. Admission and expulsion of members
6. Organisation of other meetings; and
7. Responsibility for issuing out publications.
The President shall maintain a secretariat to administer the day-to-day administration of PGG.
The General Secretary shall act as the secretary to the Governing Board and also as Secretary to the Members' Annual General Meeting. He shall also be responsible for the administration of the secretariat of PGG. All Books, Documents, Records and Papers shall be in the care and control of the General Secretary and shall be kept at the national or regional offices of PGG

Article 23: Minutes

Correct minutes of the proceedings of PPG at the Annual General Meetings, Executive Secretary and all other Committee meetings shall be kept by the Secretary General or such other person has may be appointed for that purpose and such minutes shall be open to the inspection of members.
Members of the Executive Committee shall be entitled to receive one copy each of the minutes of all committee meetings.
Minutes of all meetings of PGG shall be kept in accordance with section 177 of the Companies Code of Ghana (Act 179).

Article 24: Powers of the Executive Committee

The Executive Committee shall have power:

To take offices or acquire premises for the use of PGG, and to appoint an Administrator and such other officers as in its opinion are necessary for the due conduct of the business of PGG, with annual salaries or otherwise, to engage professional assistance and to make regulations concerning Conditions of Service and remuneration for all persons employed by them. In particular, and in view of the stated objectives of PGG, the Executive Committee shall have power to engage a firm of professional legal practitioners to provide, among other things, legal advisory services to members of PGG and to assist the Executive Committee in the preparation of proposed subsidiary legislation and other legal instruments, among other things.
Subject to the provisions of this Constitution, to arrange their own meetings and regulate their own proceedings, to manage and superintend the affairs of PGG and act in the name of PGG.
In any transaction with PGG or on its behalf and in exercise of their powers, members of the Executive Committee shall observe the duties and obligations imposed on them by Section 203 of the Companies Code, 1960 (Act 179)

Article 25: Powers as to Bye-Laws

The Governing Board shall have power to make, alter or revoke Bye-Laws for carrying on the business of IPAGTV provided always that the Bye-Laws in force shall not be repugnant to this Constitution. Notice of any suggested introduction or alteration of any Bye-laws should be given to each member of the Governing Board in the Agenda paper for the Governing Board meeting at which the introduction or alteration is to be considered. In the event of any alteration being approved, it shall become operative immediately unless otherwise determined.

Article 26: Standing Committees

The Executive Committee may appoint Standing Committees to deal with special matters and may appoint such other Committees as it may deem necessary from time to time. The Executive Committee may, at its discretion, appoint any individual member as President, but if such appointment is not made by the Executive Committee, the Committee may in its own discretion, appoint its own President.

Article 27: The National Secretariat

The secretariat shall be based in Accra. The National Secretariat shall have appropriate staff to deal with the following substantive issues:
- Membership
- Finance
- Welfare
- Legal
- Research and Policy Initiatives
- Education and Career Development
- Information Technology
The National Secretariat will be administered by the Secretary General and such other persons who shall all be appointed by the Executive Committee for this purpose.

Article 28: Accounts

The Executive Committee shall cause true accounts to be kept of the monies received and expended by PGG and of the matters in respect of which receipt and expenditure takes place and of the assets, credits and liabilities of PGG.
The Books of Accounts shall be kept at the office or other place as the Executive Committee may think fit and shall be open to inspection by members of the Executive Committee at all times and by members of PGG at all times during ordinary business hours subject to reasonable restrictions as the Executive Committee may impose.
Accounts shall be kept of the sums of money received and expended by PGG. Once at least every year the Accounts of PGG shall be examined and the correctness of the Balance Sheet ascertained by an Auditor or Auditors.

Article 29: Audit

There shall be appointed a firm of auditors to audit the accounts of PGG from time to time. Such firm shall be appointed for a term of two years by the Members at a General Assembly meeting upon the recommendations of the Executive Committee. Such audit firm so appointed shall be eligible for reappointment.

Article 30: Alteration / Amendment of Rules

This Constitution may be repealed, suspended, varied, amended or changed by motion at any Annual General Meeting or at a Special Meeting called specifically for that purpose, provided that no such motion shall be deemed to have been passed unless at least twenty eight days prior notice of the proposed alteration, amendment or change has been given at every member and unless it is carried by a majority of at least two thirds of the members present and entitled to vote.

Article 31: Interpretation

In this Constitution, unless the context otherwise requires:
" Secretary General" means the Secretary General appointed under Rule 22;

"PGG" means PGG GHANA registered at the Registrar-generals Department with registration number ……………………………………..

"Company" includes limited and unlimited liability companies, companies limited by guarantee and corporations;
Any dispute or difference on the interpretation of this constitution or anything herein contained and for any Bye-Laws or regulations made thereunder shall be decided by the Executive Committee whose ruling on any matter affecting PGG as a whole and not provided for by this Constitution or by the Bye-Laws or regulations made thereunder shall be final and binding on members.

Article 32: Free Copy of Rules for Members

Every new member of PGG shall be entitled to a free electronic copy of this Constitution and every Resolution by which any of the provisions of this Constitution is repealed, suspended, varied or amended.

Producers' Guild of Ghana