PREAMBLE

The cotton sector brings to many African countries income, employment and currencies and constitutes a powerful factor of industrialization. It takes part significantly in the intensification and modernization of the agricultural production systems as well as it participates to the professional structuring of rural world. The cotton field is thus an essential lever of development for many African countries.

Considering that this sector is seriously threatened today, along with the economy of several African countries

Considering that vis-a-vis the challenge of Globalization, the African cotton producers are expected to concentrate and unify their efforts for the security, the safeguarding and the sustainable development of their productions in an international economic environment particularly difficult due to inequity caused by subsidies policies carried out by some cotton producers.

Conscious that only the creation of a formal framework of dialogue and action can enable them to meet regularly to discuss matters of the cotton field and to create a greater solidarity for the defense of their interests, the cotton companies managers agreed to promote an international institutional support to reinforce the relations between the African cotton fields and to support their sustainable development. This platform of dialogue will also contribute to the development of mutually advantageous relations between the cotton fields in Africa and those outside the Continent.

At their meeting in Cotonou, in June 2001, and Abidjan, in June 2002, cotton producer companies or firms supporting the production or shelling of cotton and the marketing of the fiber, expressed their will to create the African Cotton Association (ACA), in particular through the historical Declaration of Abidjan.

It was agreed what follows:

SECTION I - PARTICULAR PROVISIONS

    Article 1: Denomination

The association is called "African Cotton Association - Association cotonnière africaine", by abbreviation ACA (with the three alphabetical letters pronounced separately). It is governed by:

The law of July 1st, 1901, relating to the contract of association in force in Republic of Benign, and the texts which supplemented it,

The present statutes of the Association.

   Article 2: Object

The ACA has for object:

To gather the whole of the African cotton professionals and to create a framework of dialogue to deal with questions of common interest;

To collect, process and largely disseminate all information relating cotton trade to its members, to African States and to African political and economic organizations;

To watch over the respect and inviolability of the commercial contracts freely authorized between the parts;

To defend the African cotton fields vis-a-vis a global economic environment unbalanced by the subsidies and the unjustified barriers made by some cotton producers.

To take part in the setting up of alliance strategies with other cotton producers injured by the unfair commercial practices;

To organize the dialogue, the sharing of experience, means, resources and expertise between the cotton companies in particular as regards of agronomy, shelling, logistics and marketing policy;

To ensure the setting up and the respect of good commercial practices by the development and the respect of an African standard contract.

     Article 3: Registered office

  The headquarters of the ACA are located in Cotonou, Republic of Benign, at: Lot 5178H rue 1359 Akpakpa, Quartier Finagnon, 1er Arrondissement, zone des Ambassades, Immeuble Ibikunle, 2e étage; 06 BP 2944 PK3 - Tél/Fax: 00 (229) 33-76-44; E-mail: acafr@intnet.bj.

The headquarters can be transferred in any other place by decision of the General Assembly.

     Article 4: Duration

The duration of the association is unlimited.

     Article 5: Resources

The resources of the Association come from:

•  Rights of adhesion;

•  Contributions;

•  Subsidies;

•  Incomes (possible financial or real incomes)?

•  Gifts and legacy;

•  Resources authorized by legislative and lawful texts.

SECTION II - MEMBERS

    Article 6: Categories of members

The ACA is made up active members, associate members and corresponding members. The active members are the exerting cotton companies or associations of cotton companies whose members regularly carry on in Africa the activity of production and the support to the production of the cottonseed, fiber shelling and marketing.

The associate members are the organizations of cotton producers and the associations of textile manufacturers.

The corresponding members are the transport companies, the forwarding agents, the banks, the insurance companies, the foreign cotton associations, the international trade companies and generally all people, physical or moral, whose activity contributes to the development of the sector.

   Article 7: Conditions of membership

To become a member, the candidate must address a written request to the Management Committee. He must be sponsored by at least two active members and pay, in more of the rights of adhesion, all the amount of the contributions until the end of the exercise.

The admission as member of the ACA of any candidate meeting these conditions is done by decision of the General Assembly on proposal of the Management Committee.

  Article 8: The Membership

The membership is lost by:

•  Resignation,

•  Radiation,

•  Death of the physical people,

•  Legal loss of capacity of the moral person.

SECTION III - ORGANS

The organs of the Association are the General Assembly and the Management Committee.

III-1: General Assembly

  Article 9: Definition - Meeting of the General Assembly

The General Assembly is the supreme and decision-making organ of the ACA.

The General Assembly consist of all members of the Association. Its decisions are essential on all.

The Assemblies are ordinary or extraordinary. They are convened and chaired by the President of the Association.

The Ordinary General Assembly takes place at least once per annum on convocation of the President. However the General Assembly which rules on the accounts of the exercise must take place itself in the three (3) months which follows the end of the associative year.

The Extraordinary General Assembly can be convened in the event of exceptional circumstances, by the President, on assent of the Management Committee or on written request of at least a fifth of the active members, deposited at the Secretariat of the Association; in this last case, the meeting must take place in the thirty (30) days which follow the deposit of the request at the secretariat of the Association.

For all the Assemblies, the convocations are sent at least thirty (30) days in advance by registered letter with confirmation of receipt or any other convincing means. It indicates the date, the place and the agenda of the meeting.

All the Ordinary Assemblies can be held with a quorum of at least 51% members of the Association. If this quorum is not reached, the Assembly is convened again in an interval of at least fifteen days. The Ordinary Assembly can, this time, validly deliberate whatever the number of present or represented members.

A member of the Association has the ability to decide to be represented at the Assembly, by written proxy given to another member. A member cannot hold more than two (2) powers of attorney.

The deliberations of the Assemblies are consigned on a register by the Rapporteur and are signed by the members of the Management Committee present at the deliberation. These proceedings record the number of present or represented members.

   Article 10: Capacities of the Ordinary General Assembly

The Ordinary General Assembly:

•  Elects the members of the Management Committee;

•  Rules on the minutes of the Management Committee and the financial accounts of the Association;

•  Adopts the annual program of activities of the Association;

•  Appoints one or more Auditors;

•  Rule on the recruitment of the Permanent Secretary and all the questions relating to the functioning of the Association;

•  Give all authorizations to the Management Committee and to the President, to run all operations in conformity with the object of the Association and for which the capacities which are conferred to them by the the statutes would not be sufficient;

•  Votes the annual budget and fixes the rate of contributions;

•  Approves the sanctions suggested by the Management Committee.

All the deliberations of the Ordinary General Assembly are taken by show of hands, by simple majority of the present or represented members. A secret vote can be required by the Management Committee or the quarter of the present or represented members.

    Article 11: Capacities of the Extraordinary General Assembly

The Extraordinary General Assembly:

•  Rules on all urgent questions subjected to it;

•  Makes all modifications to the Statutes;

•  Pronounces the dissolution of the Association or its fusion with all other associations working towards similar goals or its affiliation to any union of associations.

It deliberates validly with a quorum on 51%.

The decisions are taken by simple majority. In the event of equality of votes, that of the President is dominating.

   Article 15: The Committee

The Management Committee elects a committee composed of a President, two Vice-Presidents, a Rapporteur and a Treasurer.

The President of the Management Committee is the President of the Association.

He convenes and directs the meetings of the Management Committee and the General Assemblies. He represents the Association in all the acts of the civil life and is invested of all capacities for this purpose.

In the event of unavailability, he is replaced by a Vice-President.

Attributions of the other members are defined in the rules of procedure.

SECTION IV - MISCELLANEOUS PROVISIONS

    Article 16: Financial year

The financial year courts of January 1st at December 31st of each year.

    Article 17: Accounts Department

It is held a regular accountancy revealing annually all the financial transactions carried out under the authority of the Management Committee and according to standards in force.

The Ordinary General Assembly appoints one or more approved Auditors.

    Article 18: Dissolution

Dissolution can be voluntary or legal.

Voluntary dissolution is pronounced by the Extraordinary General Assembly.

   Article 19: Liquidation

In the event of voluntary dissolution, the Extraordinary General Assembly rules on the devolution of the inheritance of the Association. It indicates organizations, associations with non lucrative goal which could profit from the credit after auditing of the liability of the Association and payment of the expenses of liquidation if it is necessary. It names one or more liquidators.

In the event of legal dissolution the goods will be attributed to an association having a similar object.

   Article 20: Disputes

Any dispute within the Association must be settled out of court; failing that, the court of competent jurisdiction is that of the seat of the Association.

SECTION 5 - MISCELLANEOUS PROVISIONS

  Article 21: Declaration

All capacities are given to the carrier of the present to carry out all the necessary formalities as regards the Association.

  Article 22: Regulations

Regulations precise and supplement the statutory provisions. It is binding to the members with the same force as the statutes.

   Article 23: Effect

These statutes takes effect as of their adoption by the Constituent General Assembly.

Adopted in Cotonou, September 19, 2002

The General Assembly