4th Africa Finance
Conference of Paris
Paris – Autumn 2016

SECTION I:

DENOMINATION - OFFICE - DURATION

ARTICLE 1: Constitution and denomination

It is created between the members with the present terms, an association governed by the law of July 1 1901 and the decree of August 16, 1901, having for denomination:

Kusuntu-le-club

ARTICLE 2: Registered office

The registered office is located at Verrières-le-Buisson – France. It could be transferred by simple decision from the Executive committee.

ARTICLE 3 : Duration of association

The duration of association is unlimited.

 

SECTION II:

PURPOSE - MEANS OF ACTIONS- RESOURCES

ARTICLE 4 : Purpose

The Association is an action and think tank group. Its purpose is to promote the development of the frontiers economies, in particular Africa thanks to the emergence and the development of Private Equity and Venture Capital.

ARTICLE 5: Objectives

The objectives of association are:

- the contribution to a positive knowledge of the frontiers countries, and more particularly of the Member States of the African continent,

- the contribution to the identification and the promotion of the actions necessary to the emergence of the frontiers economies, and more particularly of the Member States of the African continent,

- the contribution to the federation of energies and sharp forces active in the promotion of the development of the frontiers economies thanks to the private direct investments,

- the contribution to the drain of financial means private of share the world towards the financing of the companies having vocation to become economic champions in the economies known as borders, more particularly the countries of the African continent.

ARTICLE 6: Means of action

The core of the action of the association is to plea for an increase of private direct investments into the companies of the frontiers countries. In particular, these actions take the following forms:

- The Organization of public events in France and abroad;

- The Public position taking;

- The Edition and publication of contents;

- The edition, publication and the promotion of White Papers on the topics of the object of association and, more particularly,

- The negotiation with the people and institutions key to the definition of the policies and strategies necessary, for obtaining the conditions and means necessary to the emergence of the frontiers economies, more particularly the countries of the African continent.

ARTICLE 7: Resources of association

The resources of association are composed of:

- Rights of adhesion and contributions of the members fixed by the General meeting;

- Contributions and subsidies public and private;

- Proceeds from the sale of products, services of provided services or demonstrations organized by association,

- Gifts, subsidies and legacy, with or without special assignment;

- Interests and incomes of the goods and values belonging to him;

- Any other resource which is not contrary with the rules in force.

 

SECTION III:

MEMBERS - ADMISSIBILITY - MEMBERSHIP

ARTICLE 8: Composition of association - Category of members

The Association is composed of founding members, active members, sympathizing members, benefactors members and members of honor.

- Founding members: are founding members, the people at the origin of the association and to which the statutes allot the permanent quality of member. They pay their contributions and have the voting rights to the General meeting.

- Active members or members: are active members or members the ordinary members who pay their contributions and which take part in the life of association. They have the voting rights to the General meeting.

- Sympathizers members: sympathizers are all those members who assist to the continuation of the objectives of association. The sympathizer membership is conferred after deliberation of the Executive committee.

- Benefactors members : are benefactors members the external people who have rendered noticeable services to association, in particular, exceptional financial contributions, specific introductions to the benefit and the recognition of the actions of association or other actions considered to be exceptional by the Executive committee , requested by the President or any delegate by him for this purpose. They are exempted from membership right contributions and do not have the voting rights to the General meeting, except if they are also active members.

- Members of honor: are members of honor of the people external with association or having exerted leading functions. They thus bring a moral or media guarantee to association. The members of honors do not have voting rights except if they are also active members.

The members of honor, the benefactor members and the sympathizer members can take part in the general Assemblies with advisory voice.

 

ARTICLE 9: Admissibility

Can become member, any person who commits herself to respecting the goals and the terms of the association and discharges contribution whose amount is fixed by the General meeting.

The Executive committee rules on all the requests for admission with responsibility of make ratify its decision by the next General meeting. The Executive committee will be able to refuse adhesions, with opinion motivated to the interested parties.

The contribution of the active members is fixed annually by the General meeting on proposal of the Executive committee.

 

ARTICLE 10 : Loss of the membership

The membership is lost by:

- The resignation;

- The Dissolution

- The death;

- The radiation pronounced by the General meeting, on proposal of the Executive committee.

 

Article 11 - Procedure of resignation

The resignation must be addressed in writing to the Executive committee.

In the event of resignation, the contribution and the other royalties of the year of resignation are due.

 

Article 12 - Procedure of exclusion or radiation

The radiation of a member can be pronounced by the Executive committee for non-payment of the contribution within six (06) month after its date of current liability, for the non-participation to the activities of association and/or on serious grounds, the interested member having been before called to provide all explanations. The decision of the Executive committee is without call and, of convention express, can give place to no judicial action nor with any unspecified claim on the goods of association.

 

SECTION IV:

ORGANIZATION - BODIES & ATTRIBUTIONS - OPERATION

 

ARTICLE 13 : Bodies of association

The bodies composing association are:

- The General meeting

- The Executive committee

- The Auditor

- The Honorary Council (Advisory Board)

 

ARTICLE 14 : General meeting

The General meeting meets at least once per annum and includes all the members of the association up to date of their contribution.

At least fifteen days before the fixed date, the members of association are convened at the request of the President or the Executive committee, or the third of the members of association. The agenda is indicated on the convocation.

The Executive committee defines the agenda. It can refuse the inscription of one question on the agenda, except if it is formulated by the quarter at least up to date active members of their contribution. It is held to take into account only the requests for addition on the agenda bearing signature of a minimum number, specified in the rules of procedure, active members at day of their contribution and arrived at least ten days before the date of the meeting.

Only can be treated, at the time of the general assembly those questions that have been entered onto the agenda.

The General Meeting, after having deliberated, comes to a conclusion on the moral report/ratio or of activity and about the accounts of the financial year. It deliberates on the orientations to come.

It provides for the nomination or the renewal with the members of the Executive committee and fixes the amount of the annual contribution.

The decisions of the General Meeting are made in the majority of the members present.

 

Article 15 - Decision-making at the General meeting, Quorum

The General meeting is chaired by the President of the Executive committee or in his/her absence by a member designated by the attendees.

It is held with each meeting of the Parliament an attendance sheet containing the names and addresses of the members present or represented.

It can be put in deliberation of a General meeting only the points carried on the agenda .

Only the members at day of their contributions can take share with the votes.

The members of honor, sympathizers and benefactors can attend the general Assemblies, but do not take part in the vote.

To deliberate validly, the General meeting must be made up of the third (1/3) at least of the members.

The decisions of the General meeting are made in the majority simple of the members present.

The deliberations of the assemblies are consigned by the secretary on a special register signed by the President and the Secretary of meeting. The President or of the members of the Executive committee can deliver of them copies which they certify in conformity.

 

ARTICLE 16: Executive committee

The Association is directed by an Executive committee composed of 5 members to the maximum, elected for 5 years by the General meeting.

The members of the Executive committee are re-eligible.

In the event of member vacancy, the Executive committee provides temporarily for the replacement with its members. The final replacement of any temporarily filled vacancy is carried out at the next General Meeting. The capacities of the members thus elected end at the time where the mandate of the replaced members should normally expire.

The Executive Committee meets at least 4 times a year (quarterly meeting) and anytime where it is called by the President or at least 25% of its members.

The decisions at the General Meeting are made at the majority of the votecast of the present. In the event of division, the voice of the President is dominating. The vote by proxy is not authorized.

The minimum presence of half of the members is necessary so that the Executive committee can deliberate validly.

The Executive committee is composed of:

- A President and, if need, one or more Vice-presidents;

- A Secretary and, if need, an Assistant Secretary;

- A Treasurer and, if need, an Assistant Treasurer.

The President represents the association in all the acts of the civil life. It has, in particular, the quality to be party to legal proceedings in the name of association.

The Secretary is charged with all that relates to the correspondence and the files. It writes the official reports of the meetings and assemblies and, in general, all the writings concerning the operation of association, except for those which relate to accountancy. It holds the special register envisaged by article 5 of the law of 1st July 1901 and articles 6 and 31 of the Decree of August 16 1901. It ensures the execution of the formalities prescribed by the known as articles.

The Treasurer is charged to hold or make hold under his control the accountancy of association. It carries out all payments and receives under the monitoring of the President, all sums due to association. It can alienate the values constituting the reserve funds only with the authorization of the Executive committee to its unanimity. It holds a regular accountancy of all the operations which it carries out and returns account to the annual General meeting which approves her management.

 

ARTICLE 17 : Honorary presidency

On proposal of the Executive committee of the association one or more honorary presidents can be named.

Can be named Honorary President any of the members of honors or former chair of the association whose notoriety, natural authority and reputation, and whose action and engagement are likely to allow a faster development as well as establishing a notable manner the authority and the contribution of association to the development of the frontiers countries thanks to the private direct financings.

 

ARTICLE 18: The Honorary Council (Advisory Board)

The General meeting, on proposal of the Executive committee of association can establish the Honorary Council (Advisory Board).

The methods of nomination and the role of the honorary Council are determined by the General meeting on proposal of the Executive committee.

The members of the Honorary Council are all members of honors of association.

The honorary presidents are members of the Honorary Council.

The Honorary Council can elect a President of the honorary Council.

 

ARTICLE 19 : Responsibility

The members of the Executive committee return account to the General meeting which gives them final discharge.

For any engagement of a financial nature, the association is validly engaged by the signatures of the President and the Treasurer.

 

ARTICLE 20: Remuneration

The function of member of the Executive committee is voluntary. However, the members of the Executive committee will be able on documents in proof, to get their expenses caused by the achievement of their functions exerted in the interest of association refunded.

The financial statement presented at the General meeting must mention reimbursement of expenses of mission, displacement or representation paid by the members of the Executive committee.

 

ARTICLE 21: The Audit Office

The General meeting, on proposal of one of her members can decide recruitment of an auditor.

The General meeting elects for a three years duration an auditor charged to take care of the safeguard of the funds of the association and the justification of the expenditure within the framework of the budget.

The auditor, reports directly to the General Meeting in front of whom it is responsible.

The quality of auditor is incompatible with that of members of the Executive committee.

 

ARTICLE 22: Dissolution

In the event of dissolution pronounced by the General meeting, one or more liquidators are named and the assets of the association, if it is necessary, is reserved for an association having similar goals, in accordance with article 9 of the law of July 1, 1901 and with the decree of August 16, 1901.

 

ARTICLE 23: Monitoring

The President must make known in the three months, with the Prefecture which the registered office belongs to any changes occurred in the Executive committee as well as the modifications with the terms adopted by the general meeting, the whole being consigned on a dimensioned and initialed special register. In the event of dissolution, the notification of the deliberations of the general meeting is presented with the Prefecture by the care of the President.

 

ARTICLE 24 : Rules of procedure

Internal Rules of procedure can be established by the Executive committee which then makes it approved by the General meeting. This possible rules are intended to fix the various points not envisaged by the terms of association, in particular those which milked with the internal administration of association.

T I T R E V

FINANCIAL DISPOSITIONS – FINANCIAL RESSOURCES

 

ARTICLE 25: Bank account

An account will be open in the name of association in a bank or a financial institution of the place of the office of the association. The procedure of this account is laid down by the Rules of procedure of association.

 

ARTICLE 26 : Cash/Treasury

Cash advance will be placed at the disposal of the treasurer for the recurring expenses, whose amount is fixed by the Executive committee.

It is held a day to day accounting of the money received and expenditure.

 

ARTICLE 27: Resource allocation

The funds of association will be used to finance its activities. Capital coming from the economies made on the annual budget, will be employed according to the decisions of the Executive committee to the realization of the goals of association.

It is held a day to day accounting of the money received and expenditure; accounting revealing annually, an operating statement, income of the exercise and the closing year asset and liabilities report.

 

T I T R E VI

GENERAL TRANSITORIES AND FINAL DISPOSITIONS

 

ARTICLE 28 : Modifications - Amendment - Revision of the Terms of the Association

These terms of association can be amended by the General meeting, on proposal of the Executive committee in the majority of the 2/3 of the present members of the association.

 

ARTICLE 29: Dissolution of association

In the event of dissolution of the association decided by two thirds (2/3) at least of its members, the General meeting regulates on proposal of the Executive committee the mode of liquidation of the goods of association and names one or more liquidators of which it determines the capacities.

 

ARTICLE 30 : Rules of procedure

All provisions not envisaged in these terms of association are specified in the internal rules of procedure.

The Internal Rules of procedure suggested by the Executive committee will be subjected to the approval of the General meeting. It could always be modified by the General meeting on proposal of the Executive committee.

Only its Rules of procedure detail the conditions for implementation of these statutes, and the methods of achievement of the operations constituting the object of association

 

 

Signatures:

       The President                                                                                                                                                                                                 Another member of the Office

 

    Jean-Luc K. VOVOR                                                                                                                                                                                            Yves K. AMEGNIZIN

 
 
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