STATUTES OF AIESEC ALUMNI AFRICA
Article 1.1. An international association is set up on a continuing basis called “AIESEC ALUMNI AFRICA (AAA)”, hereafter referred to as the “Association”.
Article 1.2. The Association is an international association free of any profit-making aims. It is governed by Cote D Ivoire Law, and specifically by:
(i) the Law of n° ………………… regarding non-profit associations, international non-profit associations and foundations (hereinafter referred to as the „Law“).
(ii) the present Statutes
(iii) the Standing Orders.
REGISTERED country and OFFICE
Article 2.1. The registered country and office is located at Abidjan Cocody, RésidencesLatrille SICOGI, Bat L, Appt135, 06 BP 2245 Abidjan 06, République de Côte d’Ivoire
Article 2.2. It may be moved to any other country by decision of the General assembly, which decision shall be communicate to all the NAAs and to AAIEB.
Article 2.3 The Executive Board may also relocate operational functions within Africa or outsource them.
Article 3.1. The Association’s principal object is to contribute to international understanding and to assist its members for the purposes of their personal development. The Association links its members together over and beyond considerations of culture, race, sex, nationality, religion, economic system and sector, hierarchy or generation.
Article 3.2. The Association is international, non-political, and independent and does not pursue profit-making goals.
Article 3.3. The Association’s philosophy is based on the same principles as the AIESEC’s, but it has inherent objectives separate from those of the AIESEC.
Article 3.4. Because the Association is founded on non-mercantile relations, its activities are based on having trust and personal understanding. This will serve to attain the objectives of the Association and of each individual member.
Article 3.5. To this end, the members of the Association commit to creating opportunities for continual, close, cordial relations amongst the members; to helping other members in developing their professional aptitudes and expanding their cultural horizons, and to maintaining cooperative relations with AIESEC.
Article 4.1. Conditions of admission.
4.1.1. Membership of the Association shall be on a country basis.
4.1.2. Those countries eligible for membership are those where we have a former or active AIESEC committee.
4.1.3. Membership of the Association is obtained by:
– submission of an application form to the Association
– payment of the annual membership fee to the Association ( by individual members), which shall be paid upon joining the Association and thereafter annually at the beginning of each calendar year. Longer term or life time memberships may be approved by decision of the Executive Board of AAI. An individual or country eligible for membership of the Association who is in compliance with the above stated requirements is hereafter referred to as a “Member or member country”.
Article 4.2. Rights.
4.2.1. National Alumni Associations are entitled to receive full information concerning the Association, to participate in all its events and activities, to propose and implement activities within the framework of the purpose and philosophy of the Association.
4.2.2. All NAA have the right to attend Congress and individual members have voting rights.
Article 4.3. Resignation, exclusion and suspension
4.3.1. A NAA may resign from the Association at any time by notifying the Executive Board in writing.
4.3.2. A NAA Member who acts contrary to the Statutes, who refuses to conform to decisions of the Executive Board acting within the limits of its mandate, or to decisions of the Congress, or whose conduct is considered detrimental to the interests of the Association may be excluded from the Association by a simple majority decision of the Executive Board. A substantiated decision by the Board to exclude a NAA Member must be submitted to Congress for ratification, but suspension may be effective pending such confirmation. The NAA Member concerned has the right to appeal against this decision at Congress.
4.3.3. No refund of the annual membership fee will be made to NAA Members who resign or who are excluded.
Article 5.1. All NAA and their members are convened to the Congress.
Article 5.2. Congress shall physically convene at least once a year. The President of the Executive Board shall publish the convocations on the AAA website and/or on the NAA Member’s group page on social media or send out the convocation by email at least one month before Congress together with the agenda thereof.
Article 5.3. An extraordinary Congress may be called for by one third of the NAA Members or by fifty (50) individual Members, but in no case by fewer than 15% of the Members. The convocation to such extraordinary Congress shall be published on the AAA website and/or the Member’s group page on social media or sent by email to all NAA Members by the President of the Executive Board at least one month before the Congress together with the agenda thereof.
Article 5.4. The Congress shall:
5.4.1. Elect the Executive Board members among the members nominated by the nomination committee.
5.4.2. Elect the auditors.
5.4.3. Determine the annual or other membership fee in accordance with AAI membership fee. The NAA will collect the annual membership fee and share it with AAA and AAI with the following percentage: NAA 40%, AAA 20%, and AAI 40%.
5.4.4. Approve the audited financial statements of the previous year and the budget of the following year.
5.4.5. Approve the report of the Executive Board.
Article 5.5. Congress has full authority for the fulfillment of the purposes of the Association, including assigning responsibility for projects and activities of the Association, modifying the Statutes and dissolving the Association. It may revoke Members of the Executive Board.
Article 5.6. The quorum is composed of Members being present during the Congress Decisions are taken by a simple majority of the votes present or represented at the Congress. For the 2017 congress, only present members will be able to vote.
Article 5.7. The business of the Congress shall be conducted in accordance with the Standing Orders annexed to these Statutes. Electronic vote and vote by correspondence shall be allowed, within the framework of applicable legal provisions by the 2018 congress.
Article 5.8. The minutes of the meetings of the Congress will be distributed amongst the Members by an (electronic) newsletter as well as by publication on the AAA website. Furthermore the minutes are kept in a register held at the registered office of the Association.
THE EXECUTIVE BOARD
Article 6.1. The Association is administered and represented by an Executive Board, which shall be composed of five up to nine duly elected members. The Executive Board shall propose and Congress shall decide in the congress preceding the election procedure the actual number of Executive Board members to be elected in any election cycle. AAA Executive board members are required to attend annually the AAA regional conference, his/her NAA congress, and AAI congress.
For election to the Executive Board, NAA, AAA and AAI memberships are required from each candidate.
These Members shall represent at least three nationalities, none of which may form a simple majority of the Executive Board. The Past President of AIESEC Alumni Africa and the duly elected and qualified presidents of National Alumni Associations with which AAA has signed partnership agreements that are in full force shall be invited to serve as ex-officio and non-voting members of the Executive Board.
Members of the Executive Board shall receive no compensation from AAA.
Article 6.2. In case of a permanent vacancy occurring, the Executive Board may co-opt another Member to fill the vacancy.
Article 6.3. The term of the mandate of a member of the Executive Board is three years. A member shall serve no more than six consecutive years on the Executive Board. A member could be elected for the full term of three years or for a partial term of one or two years to ‘round up’ the equal number of members in each year’s class. One-third of the members shall be elected each year at the first Congress of that year. The Member shall take office one month following his or her election. For 2017 congress, the elected EB members will take office immediately .Outgoing Members of the Executive Board are eligible for re-election within their term limit of six consecutive years. For the 2017 conference we will elect three members for 3 years term and 2 members for two years term.
Article 6.4. The congress will elect the executive board. In case there is not enough candidates, the EB will co-opt members to fill the vacancy until next congress.
Article 6.5. The meetings of the Executive Board can be held physically, by electronic means (e.g. video- or telephone conference) or by written resolutions. The Executive Board shall meet at least twice a year, when convened by the President or when called for by at least fifty percent of its Members.
Article 6.6. The task of the Executive Board shall be:
6.6.1. To coordinate the activities of the Association and to design and implement activities jointly with the Members to safeguard the interests of the Association, to promote its growth and to secure its future within the framework of Article 3.
6.6.2. To represent the Association and to attend to all its administrative matters, and .the legal and fiscal obligations required by Cote D’Ivoire legislation.
6.6.3. To be responsible for the management of all assets, rights and commitments of the Association. Among the rights of the Association are the intellectual property rights linked to the intangible assets of the Association, such as symbols, trade marks, commercial names, domain names, the contents of instruments such as data bases, software, designs, models, photos, all of which can be protected by copyright without the need for formal process or public announcement. The Executive Board shall be allowed to appoint management staff, determine their conditions of employment, and oversee their work. Such management staff may include an Executive Director.
6.6.4. To prepare the organization and the agenda of the next Congress.
6.6.5. To call on any other Member, or third party, to assist it as it may deem necessary.
6.6.6. The Executive Board shall establish a Nominations Committee and appoint its members. The Nominations Committee shall determine the procedure for nomination to the function of Executive Board member of the Association and shall publish this procedure on the Association’s website.
Article 6.7. A quorum of the Executive Board consists of the majority of its Members. The decisions of the Executive Board are taken by simple majority.
Article 6.8. All acts binding the Association shall be signed by two Members of the Executive Board, one of which shall be the President or his/her appointee, (or a Member of the Executive Board appointed by the President for this task), who shall not be required to prove to a third party that they have the right to do so. Individual Board Members can be held responsible only for implementing the mandate they have received.
BUDGETS AND ACCOUNTS
Article 7.1. The fiscal year shall run from 1 January to 31 December.
Article 7.2. The Executive Board is responsible for the finances of the Association and it shall appoint a Finance Officer of the Association who shall maintain the accounts of the Association and prepare periodic financial statements for submission to the Executive Board, including the annual statements to be submitted by 31 March each year.
Article 7.3. The auditing of the accounts shall be undertaken by two auditors elected at Congress. The mandate of the auditors shall run for two fiscal years, commencing on 1 January the year following their respective election. The auditors are eligible for re-election. At 2017 congress auditors are elected for the 2017-2018 term.
Article 7.4. The Executive Board shall prepare an annual budget and shall submit it to Congress for approval.
AMENDMENTS TO THE STATUTES
Article 8.1. Without prejudice to Article 8.3 of the Law, all proposals to amend the Statutes or to dissolve the Association must be proposed by the Executive Board or by any Members of the Association.
Article 8.2. The Executive Board must inform all Members of the Association of any proposal to amend the Statutes or to dissolve the Association at least one month before the Congress, which shall legislate on the issue.
Article 8.3. No decision to amend the Statutes or to dissolve the Association will be valid unless voted by a two-thirds majority of the Members present or represented at the Congress.
Article 8.4. Amendments to the purpose of the Association as defined in article 3 of the Statutes will become valid only upon approval by the congress. Any amendments to the Statutes will only become opposable towards third parties once the necessary publication formalities have been fulfilled.
Article 8.5. The Congress will determine the modalities of dissolving and liquidating the Association. At the moment of the liquidation of the Association and once all debts have been paid and all liabilities have been fulfilled, the remaining assets of the Association will be allocated by the liquidator in accordance with the decision of the Congress in this respect. In accordance to the Law, the remaining assets will be allocated to an altruistic purpose.
Article 9. Any other matters not foreseen in these Statutes, such as the publication in the Annexes of journal official de Côte d’Ivoire, will be regulated in conformity with the Law of n° 00 -315 du 21 September 1960 and any subsequent amendments.
The current statutes shall be printed and signed in English and French versions.
11 November 2016