Articles of Association
Approved by the Extraordinary General Meeting on 13th June 2006
Name - Purpose - Registered Office - Members
Article 1 : Name
The parties adhering to the present Articles of Association hereby set up an Association governed by the French Law of 1 July 1901 and the Decree of 16 August 1901, with the name : " Europe-Africa-Caribbean-Pacific Liaison Committee for the promotion of ACP horticultural exports".
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Article 2 : Purpose
The purpose of the Committee, in application of the Lomé Convention, shall be to harmonize relations between the producers and exporters of the African, Caribbean and Pacific States and the importers of fresh or processed fruits and vegetables, and of flowers and plants.
The Committee shall represent the collective interests of its members, particularly before the European Commission and other concerned national and international organisations. More generally, the Committee shall undertake or support any action that assists the promotion of ACP horticultural produce.
The Committee may also create subsidiaries to carry out activities falling within the competitive sector and within the scope of its purpose or able to contribute to its achievement.
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Article 3 : Registered office
The Association's registered office is located at the following address : 5, Rue de la Corderie, Centra 342, 94586 RUNGIS CEDEX, Val de Marne, France.
It can be transferred within the same administrative region (département) by a simple decision of the Board of Directors. The transfer of the office outside the département shall require a decision of an Extraordinary General Meeting.
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Article 4 : Members
To become an active member of COLEACP, the following companies must either demonstrate that their business involves the export or import of horticultural produce originating in ACP countries, or a related economic activity, or be a professional organisation representative of ACP exporters that :
- Agree with and share the Committee's purposes; and
- Pay an annual membership due fixed by the General Meeting.
Other representative professional organisations, as well as support organisations operating in the ACP-EU horticultural industry can be co-opted as associate members in an advisory capacity and without the right to vote at General Meetings.
Active or associate members of the Committee must appoint their permanent representatives and introduce them to the Board of Directors.
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Article 5 : Admission
Companies or organisations wishing to be admitted as members of the Committee must present their application to the Board of Directors in writing. Applications must be accompanied by at least two sponsorship letters from active members of the Committee.
The Board of Directors issues its decision at one of its meetings and is not required to state the reasons for that decision.
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Article 6 : Resignation - Disbarment - Striking off
The status of active member or associate member of the Committee is lost by :
- Letter of resignation sent by registered mail to the Chairman of the Board of Directors;
- Disbarment ordered by a two-thirds majority vote of the Board of Directors, for serious offence or non-payment of subscription, after a hearing if so requested by the member, but only in the case of grave offence, before ratification by the General Meeting;
- Striking off when a member that is a legal entity has been dissolved for any reason whatsoever.
Members that have resigned, been disbarred or struck off remain liable for payment of any subscriptions or other fees due.
Resigned, disbarred or struck off members have no rights to any COLEACP assets.
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Administration
Article 7
The sovereign body of the Committee is the General Meeting. The General Meeting shall consist of all of the members of the Committee, both active and associate members. It has full powers to enable the achievement of the Committee's purpose.
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Article 8 : Board of Directors
The Committee shall be managed by a Board of Directors composed of active members elected by the Ordinary General Meeting by single ballot for each individual by a majority of the votes by the active members of the Committee.
The Board directors shall not be remunerated. The directors are elected for a three-year term from among the active members with at least one-year standing. They shall be eligible for re-election. The Board of Directors shall meet as often as the Committee's interests require, and at least twice a year.
The Board of Directors has the most extensive powers to act on behalf of the Committee and to authorise operations related to its purpose while respecting the resolutions adopted by the General Meeting. At 31st December each year it shall close the accounts for the financial year just completed and submit them to the Ordinary General Meeting. It shall approve the programme of activities and the provisional budget for the following year.
The Board alone decides, subject to ratification by the next Ordinary General Meeting, on the creation of subsidiaries to carry out activities falling within the competitive sector and within the scope of the Committee's purpose or able to contribute to its achievement.
The Board of Directors shall be composed of between 12 and 18 members, half of whom must come from ACP countries and half from EU countries.
The Board shall be renewed every three years, starting from the Assembly that approves the accounts for fiscal year 2000.
The term of office of those directors elected by the General Meeting of 9 December 2003, being due to expire in December 2006, is extended until the OGM that will approve the accounts for fiscal year 2006 and renew the entire Board.
Except in the situation envisaged in Article 6 (disbarment), decisions are taken by a majority of the members present or represented. If votes are evenly divided, the Chairman shall have the casting vote.
In order to validate their resolutions, the presence of half of the Board of Directors plus one is required.
The modes of participation in Board meetings can be expanded by internal regulations to include all means of communication (tele-conference, video, fax, telex etc).
A director may give special powers of representation to a fellow-director. A director may only accept one proxy.
The directors must select their permanent representatives.
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Article 9 : Executive Committee
The Board of Directors shall elect an Executive Committee from among its members, consisting of :
- A Chairman,
- A Vice-Chairman (from an EU country if the Chairman is from an ACP country, and vice versa),
- A General Secretary,
- A Treasurer.
Only the Chairman of the Board of Directors shall represent the Committee before third parties. He shall have all the powers necessary for the proper management of everyday matters.
If the Chairman is unavailable for any reason, he shall be replaced by the Vice-Chairman who is then invested with the Chairman's full powers. He can delegate another director for a specific task.
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Article 10 : The General Delegation
The Board of Directors may delegate the execution of the programmes of activities and budgets to a permanent body, the General Delegation, managed by a Delegate-General selected by the Board of Directors and by obligation, chosen from outside of their members.
The prerogatives of the General Delegation are strictly limited to the Committee's non-profitable activities.
The Delegate General shall report on the conditions of execution of his/her mission to the Board of Directors, at least once a year.
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Collective decisions
Article 11 : Ordinary General Meeting
The Ordinary General Meeting shall be called by the Chairman of the Board of Directors each year, not more than six months after the end of the financial year. Invitations to Board meetings shall be sent to the active members and associate members at least one month before the meeting date and include the agenda, the necessary information documents and the list of candidates for Board membership.
The meeting shall be chaired by the Chairman, or by the Vice-Chairman as provided for in Article 9. It shall be composed of the active members and the associate members. Active members who cannot attend can be represented by another member to whom they give a written proxy. Each active member shall have one vote and can accept no more than two proxies.
The Meeting can only vote or make decisions on matters that are on the agenda. Decisions are taken by simple majority of the active members, present or represented and up to date on their membership dues.
The purpose of the Ordinary General Meeting is to give direction to the committee's activities programme and to evaluate all aspects of achievements.
The OGM shall:
- Hear the annual activity report of the Board of Directors
- Examine the Treasurer's financial report on the past financial year,
- Issue its discharge to the directors for their management of the past financial year,
- Examine the draft programme and budget for the following financial year,
- Fix the membership dues and other fees,
- Elect the members of the Board of Directors.
OGM decisions are recorded in minutes prepared by the Board of Directors and approved and signed by the Chairman, or the Vice-Chairman in the situation provided for in Article 9.
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Article 12 : Extraordinary General Meeting
The Extraordinary General Meeting shall be convened by the Board of Directors or at the request of two thirds of the Committee's active members. Invitations shall be sent to members at least one month before the meeting and shall include the agenda and any other items or documents that may be needed as information for the members. The meeting shall be chaired by the Chairman, or by the Vice-Chairman in the situation envisaged in Article 9.
It shall deliberate on amendments to the Articles of Association or on any other matter which is not the prerogative of the Ordinary General Meeting.
Suggested amendments to the Articles must be sent to members together with the invitation. A quorum is established when 50% of the active members are present or represented according to the conditions laid down in Article 11. Decisions are taken by a two-thirds majority of the active members present or represented and up to date on their membership dues.
If a quorum is not reached, a new Extraordinary General Meeting is called in the same manner and in accordance with the same time requirements. This meeting can take decision by a simple majority of the active members present or represented.
The decisions are recorded in minutes prepared by the Board of Directors and approved and signed by the Chairman, or by the Vice-Chairman as provided for in Article 9.
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Operation - Dissolution - Public Notice
Article 13 : Resources
The Committee's resources shall be made up of the following:
- Set membership dues paid by the active and associate members and fixed annually by the Ordinary General Meeting;
- Income from investments or shares;
- Donations, legacies, subsidies and devolutions.
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Article 14 : Establishing the internal regulations
The Board of Directors can establish or modify the internal regulations, which shall be designed to cover any points not envisaged in the Articles of Association, and particularly any points concerning the Committee's internal management.
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Article 15 : Dissolution
If the Extraordinary General Meeting decides to dissolve the Committee as set forth in Article 12, that meeting will appoint one or more liquidators.
The net assets will be devolved according to Article 9 of the Law of 1 July 1901 and the Decree of 16 August 1901. In no case may they be distributed to the members of the Committee.
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Article 16 : Public Notice
Articles of Association approved at the Extraordinary General Meeting on 13 June 2006 held in Rungis (France).
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