ARTICLES OF THE AFRICAN COTTON ASSOCIATION (A.C.A.)
 PREAMBULE
A.C.A. (African Cotton Association) constituent Assembly was held in Cotonou on September 19, 2002. This general assembly gave mandate to the leading committe to work out the articles of association with a view to filling the association declaration formalities.
Consequently, the leading committee worked out and adopted the present articles of association during its meeting of October 9, 2002
TITLE I : MEMBERSHIP
ARTICLE 1 : CATEGORIES OF MEMBERS
The association is made of three categories of members : Active members, associate members and correspondent members.
1.1.Active Members
Active members are operational cotton companies or cotton companies associations which members operate regularly in Africa in the field of production and support to cotton seed production, shelling and marketing of fiber.
Active members are subject to contribution and they are entitled to voting right.
2.2. Associate Members
Associate members are cotton seed producers organisations, textile industrial associations, triturators associations.
Associate members are subject to contribution and they are not entitled to voting right. They have a consultative voting right.
2.3 Correspondent Members
Correspondent members are transport and transit companies, banks, insurance companies, foreign cotton associations, international trading companies and generally speaking all the people and companies whose activity contributes to cotton growth. Correspondent members are subject to contributions and they are not entitled to voting right.They are entitled to consultative voting.
ARTICLE 2 : MEMBERSHIP PROCEDURE
To be member, the conditate to membership must send a written application to the leading committee and be sponsored by at least two active members. The leading committee deliberates on the application. When it is acceptable,
the application is submitted to the general assembly for deliberation. Membership will be notified by the association chairman and materialised by sending a membership card once membership fee and annual contribution are paid.
If the candidate does not meet the conditions established by the memorandum of assiciation, the leading committee rejects the candidacy. Founders are automatically the association members.
ARTICLE 3 : LOSS OF MEMBERSHIP
Let’s remind that membership is lost in case of death, legal capacity loss, resignation, radiation for non payment of contribution or for serious reasons. Radiation procedure is organised as follows :
3.1. Radiation for non payment of contribution
One month before the leading committee meeting, convened to deliberate on the annual general assembly summoning, the rapporteur sends a letter of recall to all members who have not paid their contribution to do so.
At the expiry of this fifteen days deadline, the rappoteur makes the point with regard to contributions collected and makes the list of members who have not paid their contribution so that it will be submmitted to the leading committee.
If the leading committee chooses the radiation, it sends the file to the general assembly for deliberation.
3.2. Radiation for serious faults
Before any decision of radiation of an association member due to serious faults as defined in title IV, the leading committe will present to the person via a registered letter with acknowledgement or through any tangible means, the violations he is reproached with and will invite him to provide all necessary explanations. The member concerned can within thirty days starting from the application reception date, either send a written message or request to be given the floor during the next general assembly. The general assembly will deliberate after examining the written message or following the hearing. In case the member concerned keeps silence, the general assembly will be able to deliberate on the radiation only after 30 days of deadline mentioned above.
TITLE II : RESOURCES
ARTICLE 4 : MEMBERSHIP FEE
Membership fee is fixed by the leading committee.
ARTICLE 5 : AMOUNT AND MODALITIES OF CONTRIBUTION
Contribution fee is fixed by the general assembly. Nevertheless, the leading committee can fix the amount then inform the members. If the amount is not contested by the following general assembly, it is definitely accepted for the accounting period concerned.
Contributions are paid once a year and latest by the end of the first term of the accounting period concerned.
TITLE III : ORGANISATION AND FUNCTIONING
ARTICLE 6. THE GENERAL ASSEMBLY
The general assembly is made of all the association members.
6.1. Summoning
For all assemblies, summonings are sent at least 30 days in advance through registered letter with acknowledgement and through any other efficient way.
Assemblies are summoned at A.C.A. headquarters or at any other place indicated on the summoning.
An agenda must be added to the summoning and including :
- The written form of the resolutions
- A proxy form
- Activity Report
- Annual accounts if need be.
6.2. Representation
All association members can attend the general assembly. Every active member is entitled to one vote.
Association members can be freely represented in the general assemblies by another member of the association. A proxy must then be established in the name of this representative member ; nevertheless blank proxies will be equivalent to suggested resolutions approval.
Proxy is valid for only one assembly ; though it can be valid for two assemblies held the same day or if the assemby does not take place for the quorum is not reached for successive assemblies gathered on the same agenda.
Every member can not hold more than two proxies. Presence and representations are mentioned on a list of presence which must be signed at the beginning of the meeting. This list of presence must be certified as true, sincere and sound by bureau members.
6.3. Bureau of the meeting
6.3.1. Composition
The association chairman presides over the general assembly with the assistance of a secretary and two scrutineers.
The function of meeting secretary is carried out by the rapporteur of the association.
The scrutineers are proposed by the association chairman among the general assembly members.
6.3.2. Attributions
The chairman assumes the leadership and discipline in the debates.
The secretary takes note of the debates, writes down the deliberations in the file open on that purpose. He drafts the general assembly minutes. Scrutineers take part in good functioning and counting of various votes.
6.4. Miscellaneous
It is recalled that :
hThe general assembly is the association sovereign body ; it represents the whole members and its decisions are imposed to all members.
hThe ordinary general assembly and the extraordinary general assembly powers are laid down in the memorandum of association.
hThe conditions about the majority and quorum are clarified in the memorandum of association.
ARTICLE 7. LEADING COMMITTEE
7.1. : Composition and mandate of the leading committee
The leading committee members are selected among the association active members.
The leading committee is made of 10 to 20 members. The leading committee members are elected for two years renewable for once.
This mandate expires following the ordinary general assembly which will deliberate on the accounts and which is held in the course of the year where their mandate takes end.
This assembly is immediately followed by an elective assembly during which the renewal of the leading committee members will take place. The renewal conditions are clarified in the memorandum of association.
7.2. : Leading Committee Meetings and Deliberations
It is recalled that the leading committee meets at least once per semester.
The leading committee meeting is summoned in written form by its chaiman on the request at least of one quarter (1/4) of its members at least eight days before the date of the meeting.
Nevertheless, the leading committee can hold a meeting on verbal invitation and the agenda can be worked out during the meeting if all members are present at this meeting. A list of presence must be established and signed by the participating members to the meeting. Every member is entitled to one vote and every member present can hold only one vote.
7.3. Leading Committee powers
The leading committee is invested of the most stretched powers to act under any circumstances in the name of the association to make and authorise any acts in the subject line of the association and which are not reserved to the general assemby.
The leading committee takes all necessary decision for the good functioning of the association as far as the use of fund is concerned in the framework of the budget worked out by the general assembly, resources and other properties belonging to the association. It looks after the orientation and control in administrative and finance management matters. The leading committee works out the agenda of the assemblies and proceeds to summoning.
The leading committee deliberates on all membership and radiations of the association members and all membership and radiations must however be presented to the general assembly for ratification. The leading committee can try to settle amicably the disagreements between the association members or select anybody to do that.
The leading committee could confide to one or several of its members or to third persons any special mandate for one or several precised subjects.
7.4.: Remuneration
The leading committee member function does not give right to any remuneration.
ARTICLE 8. BUREAU
The leading committee elects within its members a bureau made of a chairman, two deputy chairmen, a rapporteur and a treasurer.
8.1.: Chairman
The leading committee chairman is the association chairman. He uses powers he is endowed with by the memorandum of association.
Moreover, he orders expenditures.
He can delegate all or part of his powers mainly for current management operations.
In case of non availability, he is replaced by a deputy chairman.
8.2.: Deputy chairman
He replaces the chairman in case of hitch.. In his chairman replacing functions, himself is replaced by the second deputy chairman in case of hitch.
8.3.: Rapporteur
The rapporteur looks after the correspondence, fills the files and archives. He is in charge of secretariat, draft of minutes and reports of meetings and assemblies. He delivers all papers and minutes.
8.4. : Treasurer
The treasurer holds the association accounts. However the association postal and bank accounts operate under his signature jointly with chairman. He works out the association general budget as well as various projects budgets. He carries out the execution of the budgets.
He manages the association’s resources and properties.
He drafts the financial report.
ARTICLE 9. : COMMITTEES
The leading committee can set up adhoc or permanent committees. Members of these committees are appointed by the leading committee which informs in written form the association members. If these nominations are not contested at the following general assembly, they become final for all.
ARTICLE 10. : PERMANENT SECRETARIAT
The permanent secretariat is established in the association headquarters and led by a permanent secretary.
10.1 Permanent Secretary Recruitment Procedure
The association permanent secretary recruitment procedure is carried out in two phases as follows :
hA first phase of preselection and selection is organised through invitation to candidacy.
hA second phase of nomination by the leading committee which ends in signing the permanent secretary work contract by the leading committee chairman ; the nomination will follow after the testing period established in labour regulations.
The whole procedure of the permanent secretary secruitment is described in the association procedures manual.
10.2. : Attributions
The permanent secretary is the leading committee trustee as far as the association management is concerned.
The general framework of the permanent secretary activities is written in a mission letter of the association chairman sent to the permanent secretary as soon as he starts working.
The permanent secretary recruits the necessary staff with the written agreement of the leading committee.
10.3. : The Permanent Secretary and Staff status
The permanent secretary and the staff of the permanent secretariat are the association’s salaried employees.
The permanent secretary receives instructions only from the association bodies. Instructions are transmitted to him through the association chairman. The permanent secretariat staff work under the authority and subordination of the permanent secretary.
10.4. Work Contracts
The permanent secretary and staff work contracts are governed by labour legislation in force in Benin. In case the post of secretary is vacant, the leading committee makes all necessary arrangements for the good functioning of the permanent secretariat. Then, the chairman sets up the recruitment procedure for a new permanent secretary.
TITLE IV. DISCIPLINE
ARTICLE 11. DISCIPLINE
The following are considered as indiscipline acts :
- Absenteeism and the delay without any tangible reason in carrying out the association’s activities.
- Non payment of contribution and subscription
- Lack of respect for oneself and for others.
ARTICLE 12. : Serious Faults
The following are serious faults :
- Use of violence in settling disagreements between the association members.
- The use of the association moral personality for private purposes
- Embezzlement, wasting of the association properties, any forms of
misappropriation of funds
- Non respect of the association ethics.
ARTICLE 13. : SANCTIONS
Indiscipline and serious faults are subject to sanctions such as : warning, blame, exclusion from a meeting or an assembly, suspension for a period not more than two years and radiation.
Sanctions can not be taken without hearing or calling the member concerned.
ADOPTED BY THE LEADING COMMITTEE IN PARIS ON OCTOBER 9,2002
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