Our Constitution & Code of Ethics

Membership of the Institute

There shall be five categories of membership as follows:

  • “Associate member”
  • “Full Member”
  • “Fellow”
  • “Honorary Fellow”
  • “Institutional Member”

Each category of membership shall have specific eligibility requirements as laid down by the Council.


General Disqualifications

Subject to the provisions of the Constitution no person shall be enrolled as a member of the Institute – If he/she has not-

  • attained the age of twenty-one years;
  • and paid the prescribed fees, or If he/she has been-
  • adjudged by a court of competent jurisdiction to be of unsound mind or;
  • convicted by court of competent jurisdiction whether in Ghana or elsewhere of any offence involving fraud or dishonesty; or
  • If, having been adjudged an insolvent or bankrupt he/she has not been granted by court of competent jurisdiction a certificate to the effect that his insolvency or bankruptcy has arisen wholly or partly from unavoidable losses or misfortune.


Any person who is admitted to membership of the Institute shall have his/her name and other particulars entered in the permanent register of Membership upon the payment to the Council of an entrance fee and an annual subscription, the amount of which shall be prescribed by the Council from time to time. For avoidance of doubt the certificate of membership shall remain the property of the Institute and shall on demand be surrendered to the Institute.

Cessation and Restoration of Membership

  • A member of the Institute shall cease to be a member upon the occurrence of any of the following events:
  • If he/she resigns in writing provided that such resignation shall take effect from the date of its acceptance by the Council unless it is otherwise decided by the Council;
  • If he/she dies;
  • If he/she becomes permanently incapacitated whether physically or mentally to engage in the work of directorship provided that old age shall not be included in the categories of physical incapacity; or
  • If he/she otherwise becomes disqualified under article 9 of the Constitution or his/her name is struck off the register of members, under article 41 of the Constitution.
  • Any person who ceases to be a member of the Institute shall have his/her name struck off the register of members. However, the Council may at any time consider the restoration of his/her membership.

Meetings of Members

The meetings of the members of the Institute shall be held in accordance with the provisions of this part of the Constitution.

Annual Meeting

There shall be an annual meeting of the Institute for the transaction of the ordinary annual businesses of the Institute namely:

  • the election of members of the Council including the President and the Vice-President;
  • the appointment of an auditor; and
  • the reception and consideration of the Annual Report of the Council and the Accounts of the Institute with the auditors report thereon.
  • A meeting shall be held in every calendar year and that no more than fifteen months shall have elapsed since the date of the previous annual meeting.
Special Meetings

The Council shall, whenever it thinks fit, convene a special meeting of the Institute. A notice of 21 days shall be given for a Special Meeting but in the case of an extreme emergency, the President may summon a special meeting at shorter notice. Upon a request for a meeting in writing signed by not less than 20 members stating the object of the proposed meeting, the Chief Executive Officer shall summon an Extra Ordinary Meeting within 21 days of the receipt of the request.

Chairman of Meetings
  • At all meetings of the Institute the President or in his absence, the Vice-President shall be Chairman
  • In the absence of both the President and the Vice-President a Chairman shall be elected from among the members of the Council present.
  • In the absence of all the Council members a Chairman shall be elected from among the members present.
  • Any member of the Institute may appoint another member of the Institute as his proxy to attend a meeting of the members.The proxy may be in common form.
  • The proxy form shall accompany the notice convening any meetings and must be lodged with the Chief Executive Officer at least forty-eight (48) hours before the date fixed for the meeting.
Proceedings at meetings

Council shall fix the quorum and make regulations of proceedings at meetings in accordance with bye-laws of the Institute. Such regulations may cover voting, adjournment, minutes and notices.


Our Services

The Institute offers the following range of professional services.

  • Training programmes
  • Advise on appropriate corporate government practices
  • Appraise and restructure an existing board
  • Help to build a board from scratch
  • Prepare manuals for organisations (including board manuals)
  • Help Organisations to select directors
  • Consultancy services
  • Publication of books

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