PREAMBLE

The constituent General Assembly of the ACA (African Cotton Association) was held in Cotonou, Benign, on September 19, 2002. This General Assembly gave mandate to the Management Committee to work out the regulations in order to carry out the formalities of declaration of the association.

Consequently, the Management Committee has adopted this regulations during its meeting held on October 9, 2002.

SECTION I - MEMBERS

Article 1. Categories of members

The Association is made up of three categories of members: active members, associate members and corresponding members.

Active members
The active members are the cotton companies or associations of cotton companies whose members regularly carry on in Africa the activity of production and support to the production of cotton granulates, of fiber shelling and marketing.
The active members are fixed with the contributions and enjoy the voting rights.

Associate members
The associate members are cotton granulate producers organizations, associations of textile manufacturers.
The associate members are fixed with contributions but do not enjoy the voting rights. They serve in an advisory capacity.

Corresponding members
The corresponding members are transport companies, forwarding agents, banks, insurance companies, foreign cotton associations, international trade companies and generally all people, physical or moral, whose activity contributes to the development of the field.
The corresponding members are fixed with contributions but do not enjoy the voting rights. They serve in an advisory capacity.

 

Article 2. Procedure of admission

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.

The Management Committee rules on the request. If it is in favor of the admission, it proposes it to the General Assembly for deliberation.

The admission will be notified by the President of the Association and will be materialized by the delivery of a chart of member as of the payment of the rights of annual adhesion and contributions.

If the candidate does not meet the conditions envisaged by the statutes, the Management Committee rejects the candidature.

The founders are members of office of the association.

Article 3. Loss of the membership

One is reminded that the membership is lost by death, loss of legal capacity, resignation, radiation for non-payment of contribution or serious fault. The procedure of radiation is organized like hereafter.

3-1. Radiation for non-payment of contribution

One month before the meeting of the Management Committee called to rule on the convocation of the annual General Assembly, the Rapporteur addresses to all the members who are not up to date of their contribution a letter of recall inviting them to update their contributions.

With the expiry of this time of fortnight, the Rapporteur gives a description of the payments carried out and draws up the list of the non up to date members of their contributions with the effect to submit it to the Management Committee. If the Management Committee chooses radiation, it submits the file to the General Assembly for deliberation.

3-2. Radiation for serious fault

Before any decision of radiation of a member of the Association for serious fault as defined in Section IV, the Management Committee will expose to interested by registered letter with confirmation of receipt or by any convincing means, the failures which are reproached to him and will invite him to provide all necessary explanations.

The concerned member will be able within 30 days as from the date of reception of the request, either to address a written report, or to ask to be heard during the next General Assembly. The General Assembly will rule after examination of the report or at the end of hearing.

In the event of silence of the concerned member, the General Assembly will be able to come to a conclusion about radiation only after the expiry of the 30 days above mentioned period.

SECTION II - RESOURCES

Article 4. Amount of rights of adhesion

The amount of the rights of adhesion is fixed by the Management Committee.

Article 5. Amount and modes of payment of the contributions

The amount of the contributions is fixed by the General Assembly. However the Management Committee can fix it and inform the members. If the amount is not disputed to the following General Assembly, it is famous being definitively fixed for the financial year concerned.

The contributions are paid once the year and at the latest at the end of the first quarter of the financial year concerned.

SECTION III - ORGANIZATION AND OPERATION

Article 6. The General Assembly

The General Assembly is made up of all the members of the Association.

6.1. Convocation

For all the assemblies, the convocations are sent at least 30 days in advance by registered letter with confirmation of receipt or by any other convincing means.

The assemblies are convened in the seat of the ACA or in any other place indicated on the convocation.

It must be joined to the convocation an agenda including:

•  The text of the resolutions

•  A formula of power of attorney

•  The financial statement

•  The management report

•  And annual statement if necessary.

6.2. Representation

All members of the Association have access to the General Assembly. Every active member has a voice.

The members of the Association have the ability to decide to be represented at the General Assemblies by another member. A power of attorney must then be established in the name of this member representative; however the powers of attorney in white will be worth approval of the resolutions suggested.

The power of attorney is worth for only one Assembly; however it can be given for two held Assemblies the same day or, if the Assembly could not rule fault of quorum, for the successive Assemblies brought together on the same agenda.

Each member cannot hold more than one power of attorney.

The presences and the representations are noted on an attendance sheet which must be initialed at the beginning of the meeting. This attendance sheet must be certified sincere and true by the members of the office.

6.3. Office of meeting

6.3.1. Composition

The President of the Association chairs the General Assembly with the assistance of a Secretary and two Tellers.

The function of Secretary of meeting is provided by the Rapporteur of the Association.

The Tellers are proposed by the President of the Association among the members of the General Assembly.

6.3.2. Attributions

The President ensures the direction and the discipline of the debates.

The Secretary takes note of the debates, consigns the deliberations on the register envisaged for this purpose. He writes the proceedings of the General Assembly.

The Tellers contribute to the good unfolding and the examination of the various polls.

6.4. Miscellaneous

One is reminded that:

•  A second phase of nomination by the Management Committee which leads to the signature of the contract of employment of the Permanent Secretary by the President of the Management Committee; the nomination will intervene after the probation period envisaged by the Labor Code. The complete procedure of recruitment of the Permanent Secretary is described in the handbook of procedures of the Association.

10.2. Attributions

The Permanent Secretary is the agent of the Management Committee with regard to the management of the Association.

The general framework of the activities of the Permanent Secretary is fixed by a letter of mission of the President of the Association addressed to the Permanent Secretary as of his entry in function. The Permanent Secretary recruits the personnel necessary with the written agreement of the Management Committee.

10.3. Statute of the Permanent Secretary and the personnel

The Permanent Secretary and the personnel of the permanent secretariat are employees of the Association.

The Permanent Secretary receives his instructions only from the organs of the Association. The instructions are transmitted to him by the President.

The personnel of the permanent secretariat exerts his functions under the authority and the subordination of the Permanent Secretary.

10.4. Contracts of employment

The contracts of employment of the Permanent Secretary and the personnel are governed by the Labor laws in force in Benign.

In the event of vacancy of the post of Secretary, the Management Committee makes all provisions necessary to the correct functioning of the permanent secretariat. The President The president then set in motion the procedure of recruitment of a new Permanent Secretary.

SECTION IV - DISCIPLINE

Article 11. Discipline

Are regarded as acts of indiscipline:

•  Absenteeism and delay without valid reason with the activities of association

•  The non-payment of the contributions and subscriptions

•  The non-respect of oneself and others.

Article 12. Serious faults

Constitute serious faults:

•  The use of the force in the leveling of the disputes between members of the Association

•  The use of the legal entity of the Association at personal ends

•  The diversion, wasting of the goods of the Association, the embezzlement in all its forms

•  Non-observance of the ethics of the Association.

Article 13. Sanctions

The serious indiscipline and faults are the subject of sanctions such as the warning, the blame, the exclusion of a meeting or an Assembly, the suspension for one period not being able to exceed two years and radiation.

The sanctions cannot be marked without the concerned member being called or was heard.

Adopted by the Management Committee in Paris
October 9, 2002