THE CONSTITUTION OF THETVHA HOMEOWNERS’ ASSOCIATION

A Public Company Limited by Guarantee

THIS CONSTITUTION of Trasacco Valley Estate Phase 1
in exercise use of our natural and inalienable right to establish an association of homeowners
which shall secure for ourselves the blessings of liberty, safety, and protection of our
investment in the spirit of friendship, good neighborliness, and peace with all who reside
in our community.

WHEREAS by the acquisition of a home in Trasacco Valley the subscribers for
the registration of the company became members of an unincorporated homeowner’s
an association known as Trasacco Valley Homeowners Association (TVHA) established on
10th of September 2004 and

WHEREAS Trasacco Estates Development Company Ltd (the Developer) and Empire
Builders Ltd (the Lessor) notified homeowners on the Estate of the end of the declarant
control period in 2006 and TVHA took over control of managing the Estate and continued
to do so for 17 years without disruption and

WHEREAS we the members of the unincorporated association are desirous of
incorporating our association in furtherance of protecting the interest of all our members
who are the homeowners at Trasacco Valley Estate Phase 1 (“The Estate”)

NOW THEREFORE in solemn declaration acting together to incorporate this momentASSOCIATION objectives that
our homeowner’s association under the Companies Act 2019 (ACT 992) at this moment adopt
agree and approve THIS CONSTITUTION.

ARTICLE 1

1. Name of Company

The name of the company shall be THE TVHA HOMEOWNERS’ ASSOCIATION (A
Public Company Limited by Guarantee) hereafter called “the Association”

ARTICLE 2

2. Objects:

The objectives of the Association are to carry on activities which benefit its members and
the community at large and in particular (without limitation):

a) To do all things lawful and necessary for the security and protection of the lives
of its members and their property at Trasacco Valley Estate Phase 1

b) To do all things lawful and necessary to protect the investment of its members
who are the homeowners of the Estate?

c) To bring all members together as a unified group to foster a sense of community.

d) To serve as a medium for collecting and distributing information to homeowners.

e) To create, promote, and maintain a healthy environment and the general welfare
of members.

f) To continue to provide maintenance services on the Estate in succession to
TVHA its predecessor association.

ARTICLE 3:

3. Application of Income:

The income and property of the Association shall be
applied solely towards the promotion of the objects of the Association and no portion shall
be paid or transferred directly or indirectly by way of dividend bonus or profit to any person
who is a member of the Association, or its Executive Committee provided always:

(a) nothing herein contained shall prevent the payment in good faith of reasonable
and proper expenses for services rendered to the Association or incurred
by any officer of the Association with prior approval of the Executive Committee;

(b) No director shall be appointed to any salaried office of the Association or office of
the Association paid by fees; and

(c) no remuneration or other benefit in money or money’s worth shall be given by the
Association to any officer of the Association, except in repayment of out-of-pocket
expenses as aforementioned.

ARTICLE 4.

4. Capacity & Powers:

The Association has for the furtherance of its authorised objects
all the powers of a natural person of full capacity except insofar as such powers are
expressly excluded by this Constitution and may in pursuance of its objects do all such
lawful things as may further the Association’s objects and, in particular, but, without
limitation may borrow and raise finance for the Association’s purpose PROVIDED
ALWAYS that such financial commitment is first approved by a majority of members
present and in attendance physically, virtually, or by proxy, in a general meeting where a
quorum has been established.

ARTICLE 5.

5. Not for profit

The Association is not established or conducted for private gain: any surplus or assets
are used principally for the benefit of its members and the community at large.

ARTICLE 6:

6. Membership

The subscribers to this constitution are homeowners at the Estate and
all other homeowners of the Estate shall be deemed as members by their
ownership of a property on the Estate provided always that:

a) Ownership of a property in the Estate shall be the sole qualification for
Membership. Any person or persons or entity that purchases a house or land in
the Estate shall be deemed a member of the Association unless they determine
otherwise.

b) If more than one person or entity is the record owner of or a beneficiary of a
property in the estate, all such persons or entities shall be considered
collectively as one Member

c) Such membership may not be sold or transferred.

d) Membership shall automatically terminate upon the sale transfer or disposition
by a Member of its ownership of a property in the Estate, at which time the new
owner shall be deemed to be a new member of the Association.

e) Strict adherence to the bylaws of the Association approved by members shall
be maintained and observed by members at all times.

f) A member shall have the right to withdraw from its membership in the
Association at any time provided such withdrawal is notified in writing to the
Company/Association’s secretary.

ARTICLE 7

7. Organisation

The management of the Association shall be organized by a board of directors known
collectively as the Executive Committee.

(a) The Executive Committee shall comprise seven (7) members, including a non-voting
Company Secretary:

Chairman
Vice-Chairman
Organising Secretary
Finance Secretary
Member
Member
Member
Company Secretary

(b) The first members of the Executive Committee are:
Chairman – Kweku Awotwi
Vice-Chairman – Kwasi Atuah
Organising Secretary – Aida Opoku-Mensah
Finance Secretary – Robert Peprah
Member – Dr. Jones Kumi
Member – Edmund Agyapong-Poku
Member – Dr. Sam Ankrah
Company Secretary – Catherine Cooke

(c) The powers of the Executive Committee are limited by sections 189
and 195 of Act 992.

ARTICLE 8

8. Liability of Members

(a) The liability of the members is limited by guarantee.

(b) The liability of each member is limited to 1000 Ghana Cedis, being the amount that
each member undertakes to contribute to the assets of the Association in the event of it being wound up while he or she is a member or within one year after he or she ceases to
be a member, for:

(i) Payment of the debts and liabilities of the Association and of the costs of winding
up, the amount that may be required not exceeding 1000 Ghana cedis.

(ii) and adjustment of the rights of the contributors among themselves

(c). If upon the winding up or dissolution of the Association, there remains after the
discharge of its debts and liabilities a property of the Association, the property shall not
be distributed among the members but shall be transferred to any other company limited
by guaranteeing having objects similar to the objects of the Association or applied to a
charitable object, the other company or charity to be determined by ordinary resolution of
the members in general meeting before the dissolution of the Association

ARTICLE 9.

9. Appointment of Directors by Ordinary Members to the Executive Committee

9 (a) Appointment of Directors
A general election of officers shall be conducted within the first thirty (30) days of the date
of the establishment of the Association and every second year thereafter.

(b) Tenure of Office
All Directors shall hold office for two years but shall be eligible for re-election for another
two-year term of office and may at any time be removed from office by a vote of no
confidence carried by a simple majority at a general meeting save that upon termination
the outgoing directors shall continue to hold office until successors are elected.

(c) Filling of Vacancies
A Director shall be deemed to have vacated his or her post if he or she is absent from
three (3) consecutive Board meetings without prior notice to the Secretary. In this event
or if a Director’s position becomes vacant through resignation or sale of the member’s
property, an extraordinary General Meeting shall be called to fill the
vacancy. The appointed Director shall serve the remaining term for such office, and upon
completion of the said term shall be eligible for one term in that office or two terms in any
other if so elected.

(d) Nomination for appointment as a director shall be supported by at least two
(2) members of the Association

(e) Voting shall be by secret balloting and winners at an election shall be by
a simple majority of those present or attending virtually or by proxy.

(f) Members may also vote by proxy. All proxies shall be in writing and filed
with the Association’s Secretary. Unless otherwise specifically provided,
each proxy shall automatically cease after one year.

ARTICLE 10

10. Directors’ general authority

Subject to the Articles of this Constitution, the Directors are responsible for the
management of the Association’s business, for which purpose they may exercise all the
powers of the Association unless prohibited by any provisions of Act 992.

ARTICLE 11

11. Members’ reserve power

11.1 The members may, by special resolution, direct the Directors to take, or refrain
from taking specific action.

11.2 No such special resolution invalidates anything that the Directors have done
before the passing of the resolution save where a director acts beyond the scope of his
or her power.

ARTICLE 12

12 Accounts and Audit

12.1 The Executive Committee shall cause accounting records to be kept and financial
statements to be prepared, audited, and circulated by sections 127 to 137
of 2019 Companies’ Act 992 as captured in Schedule 2 to this Constitution

12.2 Auditors, qualified by section 138 of Act 992, shall be appointed and
their duties regulated by sections 139 to 143 of Act 992 as set out in
Schedule 2 to this Constitution.

 

ARTICLE 13

13 Estate Management Fee

13. (1) The Association shall charge an Estate Management Fee applicable to each
Property on the Estate for maintenance and services in respect of all common areas on
the Estate by the Bylaws

(2) The Estate Management Fee shall be determined by ordinary resolution of members
in a general meeting on the recommendation of the Executive Committee and in
accordance with the Bylaws.

(3) The Estate Management Fees shall be due and payable by homeowners in
accordance with the Bylaws from the first day of January in each year or quarterly, on the
first day of each quarter

(4) Payments shall be deemed in arrears if payment of estate management fees is
delayed by more than 90 days in breach of the Bylaws

(5) the Executive Committee may levy additional contributions for the furtherance of
projects under the Association’s objects subject to approval by members at a
General Meeting.

(6) All monies collected on behalf of the Association shall be banked in the Association’s
bank account with an accredited bank in Ghana

(7) The signatories to the Company’s bank account shall be the Chairperson, the Finance
Secretary and a minimum of two other members of the Executive Committee. All cheques
and payment instructions shall be signed by at least two of the minimum four signatories.
General Meetings & Resolutions

ARTICLE 14

14. Meetings and Quorum

(a) General Meetings of the Association shall be held as and when necessary, but at
least once a year, to review current year status and approve pending year plans and
budgets.

(b) A Board meeting shall always precede a General Meeting.

(c) The Association Secretary shall, at the instance of the Chairperson convene an
emergency meeting and shall stipulate the time and place of the meeting.

 

(d) The quorum for any general or emergency meeting shall be no less than thirty (30)
members including those joining virtually or by proxy and excluding members of the
Executive Committee.

ARTICLE 15

15. Appointment & Removal of Specific Officers

The Members of the Association shall appoint elected directors to the specific offices of
Chairman. Vice Chairman, Finance Secretary, Organising Secretary and Company
Secretary for a two-year term of office and may at any time remove any Office holder from
office by a vote of no confidence carried by a simple majority at a general meeting.

ARTICLE 16

16. VOTING

16.1 At every General Meeting, resolutions shall be passed by a majority of those
Members present or join virtually, or by proxy.

16.2 All Members duly registered shall be entitled to vote either in person, virtually, or
by proxy at any General Meeting.

16.3 A resolution put to the vote shall be decided on a show of hands unless either before, or on the declaration by the Chairman of the result of the show of hands, a poll
is demanded by any person entitled to vote at such a meeting.

16.4 When a poll is demanded, it shall be taken in such manner as the Chairman may
direct, either immediately or after an interval or adjournment.

16.5 Every resolution and every amendment of a resolution proposed for adoption by a
General Meeting must be seconded at the meeting and if not seconded, shall be
deemed not to have been proposed.

16.6 The Chairman of a General Meeting shall not have a casting vote.

 

ARTICLE 17

17. Directors may delegate

17.1 Subject to the Articles, the Directors may delegate any of the powers which are
conferred on them under these Articles:

17.1.1 to such person or committee.

17.1.2 by such means (including by power of attorney).

17.1.3 to such an extent.

17.1.3.1 about such matters; and

17.1.3.2 on such terms and conditions.
subject to approval by the members in an emergency general meeting.

17.2 If the Directors so specify, any such delegation may authorize further delegation
of the Directors’ powers by any person to whom they are delegated.

17.3 The Directors may revoke any delegation in whole or part or alter its terms and
conditions as necessary.

ARTICLE 18

18. Appointment of Committees

The Members of the Association shall elect officers to the following two sub-committees
to handle specific tasks in the management of the Association’s business. These shall
by:

• Finance Committee

• Operations & Maintenance (including Security) Committee

The Organising Secretary, in addition to leading the Operations & Maintenance
The committee shall be responsible for any matters dealing with the welfare of the workforce.

Each committee shall have a minimum of three members one of whom shall be the
Chairman or Vice Chairman.
Additionally, the Chairperson or Vice Chairperson of the Association in consultation with
the Executive Committee may at a General Meeting appoint any other sub-committee,
ad-hoc or permanent, as he or she considers necessary at any time and for any particular purpose. Such a committee shall have powers to co-opt any other members(s) to help it
in its duties.

18.1 Committees to which the Directors delegate any of their powers must follow
procedures which are based as far as they are applicable on those provisions of the
Articles that govern the taking of decisions by Directors.

18.2 The Executive Committee may make rules of procedure for all or any committees,
provided always that where such rules are inconsistent with these Articles then the
Constitutional provisions shall override such rules.

ARTICLE 19

19. (1) The Executive Committee may appoint a Coordinator for the Association and he/
she shall act as the Association’s day-to-day estate affairs manager.

(2) The Executive Committee shall make rules of engagement and procedure for the
coordinator’s office, the engagement of administrative staff for the Coordinator’s office, and all other staff required for the delivery of services to the Association’s members.

(3) The qualifications of the Coordinator shall be by Schedule 1 to this
Constitution.

ARTICLE 20

20. Directors to make decisions collectively

Any decision of the Directors must be either a majority decision or a unanimous decision
or by Article 26.1.

ARTICLE 21

21. Calling a directors’ meeting

21.1 Two Directors may (and the Secretary, if any, must at the request of two Directors)
call a directors’ meeting.

21.2 A Directors’ meeting must be called by at least five business days’ notice unless
either:

21.2.1 all the Directors agree; or

21.2.2 urgent circumstances require shorter notice.

21.3 Notice of Directors’ meetings must be given to each Director.

21.4 Every notice calling a directors’ meeting must specify:

21.4.1 the place, day, and time of the meeting; and

21.4.2 if it is anticipated that the Directors participating in the meeting will not be in the
same place, it is proposed that they should communicate with each other during
the meeting.

21.5 Notice of Directors’ meetings may be sent by Electronic Means to an Address
provided by the Director for the purpose.

ARTICLE 22

22. Participation in Directors’ meetings

22.1 Subject to the Articles, Directors participate in a Directors’ meeting, or part of a
Directors’ meeting, when:

22.1.1 the meeting has been called and takes place by the
Articles; and

22.1.2 they can each communicate to the others any information or opinions they
have on any particular item of the business of the meeting.

22.2 In determining whether Directors are participating in a Directors’ meeting, it is
irrelevant where any Director is or how they communicate with each other.

22.3 If all the Directors participating in a meeting are not in the same place, they may
decide that the meeting is to be treated as taking place wherever any of them is.

ARTICLE 23

23. Quorum for Directors’ meetings

23.1 At a Directors’ meeting, unless a quorum is participating, no proposal is to be voted
on, except a proposal to call another meeting.

23.2 The quorum for Directors’ meetings may be fixed from time to time by a decision
of the Directors, but it must never be less than three.

23.3 If the total number of Directors for the time being is less than the quorum required,
the Directors must not take any decision other than a decision:

23.3.1 to appoint further Directors; or

23.3.2 to call a general meeting to enable the members to appoint further
Directors.

ARTICLE 24

Chairing of Directors’ meetings

The Chairperson, if any, or in his or her absence another Director nominated by the
Directors present shall preside as chair of each Directors’ meeting.

ARTICLE 25.

Decision-making at meetings.

25.1 Questions arising at a Directors’ meeting shall be decided by a majority of votes.
25.2 In all proceedings of Directors each Director must not have more than one vote.
25.3 In case of an equality of votes, the Chairperson shall have a second or casting
vote.

ARTICLE 26.

Decisions without a meeting

26.1 The Directors may take a unanimous decision without a Directors’ meeting by
indicating to each other by any means, including without limitation by Electronic Means,
that they share a common view on a matter. Such a decision may, but need not, take the
form of a resolution in Writing, copies of which have been signed by each Director or to
which each Director has otherwise indicated agreement in Writing.

26.2 A decision that is made by Article 26.1 above shall be as valid
and effectual as if it had been passed at a meeting duly convened and held, provided the
following conditions are complied with:

26.2.1 approval from each Director must be received by one person being either
such person as all the Directors have nominated in advance for that purpose or
such other person as volunteers, if necessary (“the Recipient”), which person may,
for the avoidance of doubt, be one of the Directors.

26.2.2 following receipt of responses from all of the Directors, the Recipient must
communicate to all of the Directors by any means whether the resolution has been
formally approved by the Directors by this Constitution

26.2.3 the date of the decision shall be the date of the communication from the
Recipient confirming formal approval.

27 DISPUTE RESOLUTION

27.1 Any dispute, question, or difference arising at any time between members or between
members and the Association, out of or regarding any matters arising out of this
Constitution or the rights and duties of any of the parties mentioned in this
Constitution or the interpretation of this Constitution shall be submitted to the
Executive Committee and unless such dispute is resolved by the Executive
Committee within thirty (30) days of such submission, the dispute shall be referred
to and be decided by dispute resolution on notice given by any party to the other
parties who are interested in the matter in question.

27.2 Arbitration shall be held at a place to be decided by the Executive Committee
informally, it is intended that, if at all possible, it shall be held and concluded
informally within thirty (30) business days after it has been demanded.

27.3 Save as otherwise specifically provided herein, the Arbitrator shall be, if the
the question in dispute is: –

27.3.1 Primarily an accounting matter, an independent Chartered
Accountant.

27.3.2 Primarily a legal matter, a practicing counsel or attorney of not less
than ten (10) years standing.

27.3.3 Any other matter an independent and suitably qualified person as agreed
between the parties to this dispute and failing agreement, as appointed by
the Auditors.

27.3.4 The Arbitrator shall make their award within thirty (30) days after
completion of the arbitration and shall in giving their award have regard to the
principles laid down in terms of this Constitution. The Arbitrator may determine
that the cost of the arbitration shall be paid either by one or other of the disputing
parties or by the Association as they in their sole discretion may deem fit.

27.3.5 Any award or decision by the Arbitrator shall be final, conclusive and
binding on all parties save where a party chooses to issue legal
proceedings.

27.3.6 Notwithstanding the arbitration provisions aforementioned the right to
pursue court proceedings after arbitration shall not be waived or be
deemed to have been waived by any party who remains dissatisfied with
the arbitration decision.

ARTICLE 28

28. Amendment of this Constitution

Any provision of this constitution may be amended upon the motion of at least 30
members. The motion shall be moved. The proposed amendment shall be carried by a
2/3 majority of members in a general meeting before such amendment can be
implemented.

ARTICLE 29

29. Effect of the provision of the Companies Act 2019 Act 992

Where the Articles of this Constitution conflict with the provisions under the
Companies Act 2019 ACT 992, then unless specified to the contrary the registered
The Constitution of this Association shall have precedence.

ARTICLE 30

30. The Seal

30. (1) The Executive Committee is empowered to adopt a common seal for use by the
Association and shall provide for the safe custody of the seal.

(2) The seal shall only be used by the authority of the Executive Committee or of a
committee of the Executive Committee authorized by the Executive Committee in that
behalf and an instrument to which the seal is affixed shall be signed by a member of the
Executive Committee and shall be countersigned by the Secretary or a second member
of the Executive Committee or by some other person appointed by the Executive
Committee for the purpose.

ARTICLE 31

31. Service of Documents

31. A document may be served by the Association on an ordinary member or member
of the Executive Committee either personally or at the address provided by that member
to the Association for service of notices.

SCHEDULE 1 TO THE TVHA CONSTITUTION

APPOINTMENT OF A COORDINATOR

There shall be a Coordinator for the estates appointed by the Executive Committee, and he/ she
shall act as the Estate Manager.

QUALIFICATIONS OF COORDINATOR

The Coordinator must be a University Graduate with at least 10 years of distinguished service
as an officer of the Security Services. He must be computer literate and must hold a post-graduate diploma or equivalent qualification in Public Administration or Estate Management.

ROLES AND RESPONSIBILITIES OF THE COORDINATOR

The Coordinator shall work closely with the Executive Committee to ensure that the
administrative machinery of the estates runs efficiently and effectively. He will additionally be
responsible for the following:

a. Assisting, supporting, and where necessary directing the chief security officer to ensure the
efficient and effective functioning of the Estate’s Security.

b. Ensuring that a high standard of cleanliness is maintained at the estates through the
supervision, directing, and monitoring of the performance of the TVHA Horticulture Foreman and
all the various categories of staff whose duty is to keep the estates clean.

i. Issue out invoices under the direction of the Financial Secretary for payment of Estate
Management charges to the homeowners.

ii. Collect the monthly Estate Management payments from homeowners and pay same
into the Association’s bank account.

iii. Send regular reminders to defaulters.

iv. Publishing the Annual Account together with the appointed auditors

d. Preparing the TVHA’s Annual Budget together with the Finance Secretary for consideration by
the Executive Committee before publication to the ordinary membership at a general meeting
for approval

f. Acting as an assistant to the Company Secretary at all meetings held between the Association
and other agencies.

g. Performing any other duties that may be assigned by the Executive Committee of the
Association in consultation with the management of the developer and the lessor of the Estate.

CONDITIONS OF SERVICE OF COORDINATOR

The monthly pay and allowances for the Coordinator shall be determined by the Executive
Committee in consultation with the Finance Committee.

OFFICE OF THE COORDINATOR

The Coordinator shall maintain an office which shall be called ‘The Estates Office’ and
shall ensure that the Estate office is adequately staffed to provide the full range of
services required to support the security and maintenance of the Estate, subject to the
approval of the Executive Committee.

SCHEDULE 2 TO THE TVHA CONSTITUTION
APPOINTMENT OF AUDITOR

(1) A person shall not be appointed as an auditor of a company unless that person

(a)
has, before the appointment, consented in writing to be appointed; and (b) is duly
qualified by section 138 of the 2019 Companies’ Act 992.

(2) A partnership firm may be appointed, in the name of the firm, as an auditor of a
company, but, whether or not that firm is a body corporate, the appointment shall be
deemed to be an appointment of the partners of the firm who, at the time of the
appointment, are duly qualified.

(3) Despite a contrary provision in the constitution of a company, an auditor shall be
appointed by ordinary resolution of the company and not otherwise.

(4) For subsection (3), (a) the directors may appoint the first auditors of
a company and may fill a casual vacancy in the office of auditor; or (b) if a company
does not have an auditor for a continuous period of three months the Registrar may
appoint an auditor for that company.

(5) An existing auditor shall continue in office until (a) that auditor ceases to be qualified
for appointment; (b) that the auditor resigns from office by notice in writing to the company;

(c) an ordinary resolution is duly passed at an annual general meeting in accordance
with section 141 of 2019 Companies’ Act 992 removing that auditor from office or
appointing any other person in place of that auditor from the conclusion of the annual
general meeting; or (d) the tenure of that auditor ends; and when a casual vacancy
occurs in the office of the auditor, the surviving or continuing auditor may act.

(6) Within fourteen days after the occurrence of a change in the auditors of a company,
the company shall give notice of the change in the prescribed form to the Registrar for
registration.

(7) For subsection (6) (a) 2019 Companies’ Act 992, where a
a partnership firm has been appointed auditor in the name of the firm, the name and
business address of the firm shall be given to the Registrar, and (b) a change in the
constitution of the firm or the partners in the firm concerning an auditor of the
company is not a change in the auditors.

(8) Before accepting the appointment as an auditor of a company, the auditor shall
communicate with the retiring auditor and request the retiring auditor to make any
representations and supply information about the company.

(9) The retiring auditor shall respond to the request and supply the requisite information.

(10) Where a company contravenes a provision of this section or describes as an auditor of
the company a person who has not been duly appointed, the company, and an officer of
the company that is in default is liable to pay the Registrar an administrative
penalty of two hundred and fifty penalty units.

(11) An auditor shall hold office for a term of not more than six years and is eligible for
appointment after a cooling-off period of not less than six years.

CONSTITUTION OF THE TVHA HOMEOWNERS’ ASSOCIATION LBG (TVHA)

Keeping accounting records and preparing financial statements

(1) A company shall keep proper accounting records concerning the financial
position and changes in the accounting records, and concerning the control of
and accounting for assets acquired whether for resale or use in the business of
the company, and, in particular concerning

a. the sums of money received and expended by, or on behalf of, the company
and the matters in respect of which the receipt and expenditure takes place;

b. the sales and purchases by the company of property, goods and services;
and

c. the assets and liabilities of the company and the interests of the members in
the company.

(2) For subsection (1), accounting records which do not give a true and
fair view of the state of affairs of the company and are not necessary for the
preparation of the proper income statements and statement of financial position in
accordance with sections 129 to 135 of 2019 Companies’ Act 992 are not proper
accounting records.

Circulation of financial statements and reports
The directors of a company shall, at a date not later than eighteen months after the
incorporation of the company and subsequently once at least in every calendar year at
intervals of not more than fifteen months, prepare and send to every member of the
company and to every holder of debentures of the company a copy of each of the
following documents: (a) financial statements prepared and signed by
sections 129 to 135 2019 Companies’ Act 992; (b) a report by the directors in
accordance with section 136 2019 Companies’ Act 992; and (c) a report by the auditors
by section 137 2019 Companies’ Act 992 (2) subsection (1) does not
require a copy of the documents to be sent to a member or debenture holder whose
address the company is unaware, but that member or debenture holder is entitled to be
furnished on demand without charge with a copy of the last of the financial statements
and reports of directors and auditors.

First financial statements after incorporation

The financial statements referred to in paragraph (a) of subsection (1) of section 128
2019 Companies’ Act 992 shall, in the case of the first financial statements since the
incorporation of the company, cover the period since the incorporation of the company
and, in any other case, cover the period since the preceding account and shall be made
up to a date not earlier than nine months or more from the date of incorporation.

Provisions supplemental to sections 127 to 133 2019 Companies’ Act 992

(1) A reference in this Act to the financial statements of a company includes the notes on those
financial statements and a document annexed to those financial statements giving information
which is required by this Act.

(2) A reference in this Act to a statement of comprehensive income of a company limited by
guarantee or any other company not trading for profit shall be construed as a reference to
statement of comprehensive income and expenditure of the company

(3) Where a person, who is a director of a company, fails to take reasonable steps
necessary to secure compliance with sections 127 to 133 of 2019 Companies’ Act 992, that
a person commits an offense and is, in respect of each offense, liable on summary conviction to a
fine of not less than two hundred and fifty penalty units and not more than five hundred penalty
units or to a term of imprisonment of not less than one year and not more than two years or to
both the fine and imprisonment.

(4) For subsection (3), (a) in proceedings against a person for an offense, that
a person may as a defense prove that, that person had reasonable cause to believe, and did
believe, that a competent and reliable person was charged with the duty of seeing that those
provisions were complied with and were in a position to discharge that duty, and (b) a person
shall not be sentenced to imprisonment for an offense unless, in the opinion of the Court, the
the offense was committed wilfully.

(5) A director and former director of the company shall give notice in writing to the company of
the matters relating to that director or former director that may be necessary to enable the
company to comply with sections 132 and 133, and if notice is given, the director or former
the director shall ensure that it is brought up and read at the next meeting of the directors after the
notice is given.

(6) It is not necessary for a person under subsection (5) to give written notice of loans,
guarantees or securities made or given by the company.

(7) A person who defaults in complying with subsection (5) is liable to pay to the Registrar an
an administrative penalty of two hundred and fifty penalty units.

(8) A company shall give a written notice to an associated company relating to a transaction
entered into by the first named company that may be necessary to enable the associated
company to comply with sections 132 and 133 2019 Companies’ Act 992.

(9) Where a company defaults in complying with subsection (8), the company and every officer
of the company, that is in default is liable to pay the Registrar an administrative penalty of two
hundred and fifty penalty units.

SCHEDULE 3 TO THE TVHA CONSTITUTION

APPOINTMENT OF COMPANY SECRETARY

(1) A company shall have a Company Secretary who shall possess the qualifications specified in
subsection (3).

(2) The Company Secretary may be a body corporate except that the body corporate must have
as one of its promoters, subscribers, directors, or operating officers, a person who is qualified to
be a Company Secretary.

(3) The directors shall not appoint a person as a Company Secretary unless that person
(a) has obtained a professional qualification or a tertiary-level qualification that enables
that person to have the requisite knowledge and experience to perform the functions of a
Company Secretary,

(b) has held office, before the appointment, as a Company Secretary trainee or has been
articled under the supervision of a qualified Company Secretary for a period of at least
three years,

(c) is a member in good standing of (i) the Institute of Chartered Secretaries and
Administrators, or (ii) the Institute of Chartered Accountants, Ghana,

(d) having been enrolled to practice, is in good standing as a barrister or solicitor in the
Republic, or

(e) by an academic qualification, or as a member of a professional body,
appears to the directors as capable of performing the functions of secretary of the
company

(f) having been enrolled to practice, is in good standing as a barrister or solicitor in the
Republic, or

(4) For paragraph (a) of subsection (3), a professional or tertiary level
qualification is a discipline with an offering in company law practice and administration.

(5) Unless the constitution of a company otherwise provides, the Company Secretary shall be
appointed by the directors for the term, at the remuneration, and on the conditions that the
directors consider fit and may be removed by them, subject to the right of the Company
Secretary to claim damages from the company if removed in breach of contract.

(6) Where a company carries on business for more than six months without a Company
Secretary, the company, and every officer of the company that is in default is liable to pay to the
Registrar an administrative penalty of twenty-five penalty units for each day that the company
continues to carry on business without a Company Secretary after the expiration of the period of
six months

(7) An act required or authorized to be done by or to the Company Secretary may if the office is
vacant or there is not for any other reason, a person capable of acting as Company Secretary,
be done by or to an assistant a deputy Company Secretary or any other officer of the
company appointed by the directors to be acting Company Secretary.

(8) The Company Secretary shall, before assuming office, lodge with the company for onward
transmission to the Registrar, the written consent to serve as a Company Secretary.

Duties of a Company/Association Secretary

The duties of a Company Secretary include

(a) assisting the Executive Committee to comply with the constitution of the company and with
any relevant enactment;

(b) keeping the books and records of the company;

(c) ensuring that the minutes of the meetings of the shareholders and the directors are properly

recorded in the form required by Act 992;
(d) preparing and issuing out notices in the name of the company;

(e) ensuring that the annual financial statements of the company are despatched to every
a person entitled to the statements as required by Act 992;

(f) ensuring that all statutory forms and returns are duly filed with the Registrar;

(g) maintaining the statutory registers of the company;

(h) providing the Executive Committee with guidance as to the duties, responsibilities and
powers of the Executive Committee and on the changes and development in the laws affecting
the operation of companies;

(i) informing the Executive Committee of legislation relevant to or affecting meetings of
members and directors and their failure to comply with the legislation and report accordingly
at any meeting; and

(j) advising the directors on their responsibilities as directors

SCHEDULE 4 TO THE TVHA CONSTITUTION
APPOINTMENT OF FINANCE SECRETARY

A Finance secretary shall be appointed by homeowners at a general meeting and not
otherwise.
The directors may appoint the first financial secretary of the company and subsequent
financial secretaries shall be appointed by members at a general meeting carried by a
simple majority of members voting in person by proxy or virtually.

Role of the Finance Secretary

The Finance Secretary must:

1) have access to all accounting records and business information;

2) carry out regular checks on the accounting systems;

3) have access to all homeowner files to be able to carry out ledger reviews;

4) ensure that the reporting Auditor has access to all the information needed to
complete the Auditor’s report;

5) take steps to ensure compliance with financial regulations and the Companies Act 2019, Act 992.

6) ensure that any regulatory breaches are remedied promptly;

7) monitor, review, and manage risks to compliance with financial regulations and the Companies Code;

8) report material breaches to members of the Executive Committee and members at
large

9) report, where appropriate, when the practice is in serious financial difficulties
10) have responsibility for preparing the Association’s budgets and for presentation of same to the Executive Committee and members at large

Any person applying to be the Finance Secretary must:

1) have a professional accounting qualification and/or experience.

2) have bookkeeping/accounting experience at senior level

3) held a senior position with responsibility in an accounting firm or

4) have excellent knowledge of compliance requirements

We the undersigned are desirous of forming an incorporated company in pursuance of
this Constitution and we agree to become members thereof and accept liability in
accordance with section 8 of this Constitution.

1. TIN Name Address

Nationality Occupation Signature
2. TIN Name Address

Nationality Occupation Signature
3. TIN Name Address

Nationality Occupation Signature
4. TIN Name Address

Nationality Occupation Signature
5. TIN Name Address

Nationality Occupation Signature
6. TIN Name Address

Nationality Occupation Signature
7. TIN Name Address

Nationality Occupation Signature
8. TIN Name Address

Nationality Occupation Signature
9. TIN Name Address

Nationality Occupation Signature
10. TIN Name Address

Nationality Occupation Signature
Witness’ Signature
Witness’ Name
Address
Occupation