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27 July 2017

GHAMRO’s 2016 revised constitution Indemnity clause: Deliberate or Error?

Mostly indemnity clauses as captured in most constitutions of companies or institutions are to be agreed by the two parties.

For other institutions it is a privilege to reap good returns of the shareholders or customers income without the prior knowledge of the shareholder.

Host of Kasapa Entertainment on Kasapa 102.5FM, Kojo Preko Dankwa on Monday did a thorough scrutiny of Ghana Music Rights Organization (GHAMRO) 2016 revised constitution which is already in use.

At page 38 and 39 of the revised constitution, captures the indemnity clause that states that an office holder of GHAMRO will be exempted from any legal responsibility for the act of conformity, or for loss or expense happening to the society through the insufficiency or deficiency of any security in or upon which any arising bankruptcy, insolvency or tortuous acts of any person with whom any monies, securities or effects shall be deposited, or for any other loss, damage or misfortune.

A layperson who is a shareholder of GHAMRO might have intricacy in perceiving the intended meaning what the ‘indemnity’ clause in the revised constitution means.

It is obvious members of the society (GHAMRO) have been blindfolded by same Executive members they voted to power.

It is presumably not clear what Executive members or office holders of GHAMRO want to achieve implementing this clause at the blind side of their own members.

It will be recalled that some members of GHAMRO before the elections, tendered in their petition(s) for an indepth review into the new constitution at their Annual General Meeting but their plea were not taken into consideration.

Kojo Preko’s concern to get an extensive clarification on the indemnity clause captured in page 38 and 39 of GHAMRO’s constitution raised so many arguments.

INDEMNITY

“No director, employee, general manager, auditor, trustee(if any), secretary or other officer of the society shall be liable for the acts, receipts, neglects or defaults of any other director, employee, general manager, auditor, trustee (if any)secretary or other officer, or for joining in any receipt or other act for conformity, or for loss or expense happening to the society through the insufficiency or deficiency of any security in or upon which any arising bankruptcy, insolvency or tortuous acts of any person with whom any moneys, securities or effects shall be deposited, or for any other loss, damage or misfortune whatever shall which shall happen in the execution of the duties of his office, or in relation therto, he and his heirs, executors and administrators shall be indemnified and secured harmless out of the funds of the society from and against all actions, costs, charges, losses damages and expenses which he shall or may incur or sustain by or by reason of any act done, concurred in or admitted in or about the execution of his supposed duty, in his respective office, unless any of the aforegoing happens through his own negligence, recklessness, wilful misconduct, default, breach of duty or breach of trust.”

The Annual General Meeting of the Ghana Music Rights Organization’s (GHAMRO) is scheduled for Thursday July, 27th 2017 at the Great Hall, KNUST, Kumasi but it seems the tussle between elected executive members of the society and the members is not ending anytime soon since some stakeholders have petitioned executive to postponed the meeting.

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