Governance of the Association
The Association is governed by a General Assembly as stated below.
Article 8 – General Assembly
The General Assembly is the governing body of the Association consisting of the full Members of the Association. It defines the general policy guidelines that the Association shall follow.The General Assembly is led by the President assisted by the Vice-President and the Secretary.
8.1 Authority and Responsibilities of the General Assembly
The General Assembly shall exercise all the powers and perform all the functions necessary to further the objectives of the Association, including:
- a. Elect the President and/or Vice-President from the candidates nominated by the Members;
- b. Establish working groups and committees;
- c. Define and approve the Bylaws and the rules and policies of the Association, and any amendments thereto;
- d. Accept or reject applications for membership in the Association, in accordance with these Bylaws;
- e. Decide on the termination of membership, in accordance with these Bylaws;
- f. Authorize declarations on best practices resolutions and recommendations for the Members, having regard to the unique circumstances of a Member;
- g. Appoint auditors; and
- h. Approve the annual budget, including investments, annual financial statements, and membership fees and other fees payable.
8.2 Meetings of the General Assembly
a. The Meetings
- i. Only the Full Members may attend, participate and vote at the meetings of the General Assembly.
- ii. The meetings of the General Assembly shall among other things, deliberate on, and make resolutions or decisions of the General Assembly in terms of these Bylaws.
b. Frequency and Notices
- i. The General Assembly shall endeavor to meet at least twice a year.
- ii. The Secretary must send a meeting invitation to all Members at least thirty (30) days prior to the date of the meeting.
- iii. The meeting invitation must state the date, time, place and registration fee for the meeting.
- iv. The meeting invitation must be accompanied by all relevant information or documents, including the agenda.
- v. The Members may request additional information or documents.
- vi. The President may, at a Member’s request, add other items to the agenda.
c. Venue and Attendance
- i. Each Member shall designate in writing at least one (1) representative to attend the meeting.
- ii. A Member may authorize another Member in writing, to attend the meeting and to vote on its behalf.
- iii. All the Members must agree on the date, venue and agenda of each meeting.
- iv. The meetings of the General Assembly may be held through written, electronic or other means communication which would allow effective communication and participation by the Members and the authenticity of the resolutions. The resolutions passed in a non-physical meeting must be confirmed in writing.
d. Quorum, Voting and Resolutions
- i. A quorum for all General Assembly meetings shall be at least a simple majority (50% + 1) of the Full Members present or duly represented.
- ii. Voting shall be by a secret ballot, and each Member shall have one (1) vote.
- iii. Subject to clause 15.1 below, the decisions of the General Assembly shall be decided by at least a simple majority (50% + 1) of the votes of the Full Members present and voting.
e. Minutes and Resolutions
- i. Minutes of the meetings and resolutions must be recorded in a Minute Book.
- ii. The Minutes may be approved at the same General Assembly meeting or via round robin. The Minutes must be signed by the President, the Secretary and any two (2) Full Members present.
- iii. The Secretary must timeously send the minutes and resolutions to all the relevant Members.
Article 9 – Events of the Association
9.1 All the Members of the Association (including Associate Members) are invited to attend and participate at the events of the Association.
9.2 The relevant international organizations may be invited to attend and participate at the events of the Association as observers. Observers are not the Members of the Association, they are not liable for any fees in the Associations, and they may not attend the meetings of the General Assembly.
9.3 The events of the Association shall deal with matters of mutual benefit to the Association and its Members and the region, including, education, sharing of experiences and information and making recommendations.
9.4 All Members and invitees are encouraged to delegate their relevant operational and other personnel, to attend and participate at the events of the Association, in order promote education and the sharing of experiences and information.
9.5 For the sake of convenience, the events of the Association shall be convened at the dates and venue where the meetings of the General Assembly are held. An invitation to attend the events of the Association must conform to clause 8.2(b) above.
Article 10– The Officers of the Association
10.1 The Structure
The General Assembly shall be led by the President, assisted by the Vice-President and the Secretary.
10.2 Nomination of the President and Vice-President
- a. Only the Full Members shall nominate in writing, the candidates for election as a President and/or Vice President. The nomination (including the election) of a candidate shall be based upon the credentials or expertise of an individual and not that of the Full Member an individual belongs to.
- b. The candidates for election as President and/or Vice-President must:
i. belong to the Full Members located within the Africa and Middle East region,
ii. at least hold senior management positions within their respective Full Members,
iii. each have received at least three (3) nominations from other Members,
iv. if he or she nominates himself or herself, must send a written motivation of such self-nomination to the Secretary, which must be circulated by the Secretary to the Members before the meeting,
v. have attended at least all previous three (3) meetings of the Association, and
vi. his or her Full Member must have no outstanding fees in the Association.
10.3 Election of the President and Vice-President, and Term of Office
- a. Any Full Member that has no candidate running for the election shall have the right to designate a lawyer and/or other representatives to facilitate the election process.
- b. The General Assembly shall by a simple majority (50% + 1) of votes of the Full Members present, elect the President from among the nominated eligible candidates. In case of tied votes, a new election must be held between the tied candidates with the highest, or second highest number of votes where necessary.
- c. The candidate with the highest number of votes shall become the President, while the candidate with the second highest number of votes shall become the Vice-President.
- d. For the sake continuity in leadership, when the President’s terms of office comes to an end or in case the President vacates office before the end of the term, the Vice-President shall become the President.
- e. In case the Vice-President vacates office before or after the end of the term, the General Assembly must nominate and elect a new Vice-President, in accordance with clauses 10.2 and 10.3.
- f. The term of office for the President and Vice-President shall be limited to three (3) years, and they are eligible to be re-elected for a second term, but may not serve for more than two (2) consecutive terms.
- g. The filling of a vacancy abandoned before the end of the term shall not count as an elected term.
- h. The General Assembly must appoint a Secretary, who shall serve for an indefinite period until he or she resigns or is removed by the General Assembly.
10.4 Authority and Role of the President, Vice-President and Secretary
- a. The role of the President
The role of the President is to provide leadership to the Association in the pursuit of its objectives, and to preside over the General Assembly’s meetings.The President is also the legal representative of the Association in front of all forums.
- b. The role of the Vice-President
The role of the Vice-President is to assist the President in his or her role and to act as President in his or her absence.
- c. The role of the Secretary
The role of the Secretary is to keep the records of the Association, and to coordinate the meetings and events of the Association. The Secretary must timeously distribute notices, agendas, resolutions, minutes, and other information to the Members.
10.5 Meetings of the President, Vice-President and Secretary
- a. The President, Vice-President and Secretary may hold meetings as may be necessary and agree on their meeting procedures.
- b. For the sake of convenience, physical meetings may only be held in conjunction with the General Assembly meetings. Non-physical meetings may be held at any convenient time.
10.6 Removal of President and Vice-President
- a. The President and Vice-President may be removed by a resolution of the General Assembly under the circumstances including the following:
- i. If he or she commits or executes acts or actions that seriously affect or compromise the assets and/or the interests of the Association;
- ii. In case of clear negligence or abandonment of the duties inherent to his/her position; or
- iii. In case the Full Member he or she belongs to, losses its membership in the Association.>
- b. In any event, before there is a vote on the removal, the individual must be given the opportunity to defend himself or herself as he or she deems necessary before the General Assembly.
Article 11 – Working Groups and Committees
11.1 The General Assembly may form working groups or committees when it deems appropriate, to perform certain tasks in the pursuit of the objectives of the Association.
11.2 The Secretary must give notice of the creation of a working group or committee, its mandate, its members and deliverables to all Members.
11.3 Each working group or committee shall determine the manner in which it conducts its own meetings and activities.
11.4 The working groups and committees must keep the minutes of their meetings and report on their activities to the General Assembly.