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RWANDA ASSOCIATION OF CLEARING AGENCIES (ADR)
STATUTES
CHAPTER ONE: NAME, HEAD OFFICE, DURATION AND OBJECTIVE
Article One:
In accordance with the legal provisions in force in the Republic of Rwanda, namely Law N° 51/2001 of 30/12/2001 establishing the Labour Code, especially in its Articles 142 to 151 relating to employees professional organizations, there is hereby established an association to be known as "Rwanda Association of Customs Clearing Agents", APR in short, hereinafter referred to as "the Association".
Article 2:
The head office of the Association is established in NYARUGENGE, in Kigali City, BP 1842 KIGALI.
It may be transferred to any other place on the place on the territory of the Republic of Rwanda upon a decision by the General Assembly meeting. The Association shall conduct its activities on the Rwandan territory. It is established for an unspecified period of time.
Article 3:
The objective of the Association is to:
- Serve as a framework for permanent dialogue between its members and third parties,including public authorities
- Enhance solidarity and mutual assistance between its members
- Defend interests of members and represent them to third parties
- Organize trade events in or outside the Country and promote members' participation Incommercial events organized by third parties
- Promote training of members and of their employees
- Foster good relations with associations whose objectives are, directly or indirectly, similar to those set out above.
CHAPITREII: MEMBERS OF THE ASSOCIATION
Article 4:
The Association shall be made up of effective members and honorary members. Is effective member any registered company or professional, operating as a customs agent and agreeing to be bound by these statutes. Is an honorary member any natural person or legal entity interested in the objectives of the Association and supporting; morally or materialJy its action.
Article 5:
Effective members shall be committed to participating honestly in activites of the Association. They shall attend meeting ofthe General Assembly with voting powers.
Article 6:
Application for memberships shall be forwarded to the Legal Representative of the Association.
They shall further be submitted, for deliberation, to the General Assembly, which shall decide, by the Simple majority of members present.
Article 7:
Honorary members shall be proposed by the Executive Committee and agreed upon by the General Assembly. They shall only play a consultative role but may attend meetings without voting powers.
Article 8:
Membership to the Association shall cease of:
- Resignation received and approved by the General Assembly;
- Exclusion or dismissal pronounced by the General Assembly by the majority of the two thirds of its effective'members presents
- Death; and
- Dissolution of the Association.
CHAPTER ill: ORGANS OF THE ASSOCIATION
Article 9:
Organs of the Association are:
- The General Assembly
- The ExeCutive Committee.
A. THE GENERAL ASSEMBLY
Article 10:
The General Assembly shall be the supreme organ of the Association. It shall be composed of effective members.
Article 11:
The General Assembly shall reserve the following powers.
- To adopt statutes and internal rules and regulations;
- To elect, by the simple majority, members of the Executive committee of the Association and to terminate their mandate
- To approve the annual activity programmer for the Association
- To accept new members
- To decide on the exclusion of a member trom the Association
- To authorize alienation Qfthe property of the Association
- To appoint auditors of the Association
- To decide on dissolution ofthe Association
- To modify the statutes of the Association
- To approve the accounts of the previous financial year and the budget of the Association for the following financial year
- To fix the rate of members' subscriptions to the Association
- To accept donations and bequests.
Article 12:
The General Assembly shall be convened and by _the Legal Representative who shall also be the
Chairperson of the Executive committee. In Case of absence or unforeseen difficulties,the first ViceChairperson shall replace the Chairperson. In case the two are absent, the Secretary or the Treasurer shall replace him.
Article 13:
The General Assembly shall meet, once ayear, in an extraordinary session in the first quarter, to feline the major orientations of the Association and to approve reports by the Execute Committee
.It may hold an extraordinary session whenever required, on a decision by the Executive ,Committee and at a request written and signed by one third of effective members.
Article 14:
Invitations to meetings. submitted in a letter or any other suitable means; containing items on the agenda,shall be forwarded to members at least eight days (8) beforet.he meeting of the General Assembly.items on the agenda for every ordinary session shall obligatorily include the annual activity report, thebalance sheet of the year elapsed, the budget forecasts ant the report on the control made by internal auditors.
The General Assembly shall hold its sessions in places, on days and on hours as indicated in the invitation.
Article I5:
Only members or statutory representatives of affiliated commercial companies or their accredited delegates may attend the meeting of the General Assembly.
Article 16:
The General Assembly shall meet and take valid decisions where at least two thirds (213) of its effective members are present. Without prejudice to particular provisions contained in these statutes, decisions shall be taken by the majority of members present.
Where after convening a meeting, the quorum is not reached for the General.Assembly to hold its meeting, the General Assembly shall meet in a working commission without deciding powers.
A new meeting shall be convened to be held within a period not exceeding 30 days. 'The General Assembly shail then take valid decisions whatever the number of members in attendance
Article 17:
Minutes of the meeting of the General Assembly shall be signed by the chairperson of the meeting and by the Secretary of the Association.
Article 18:
The General Assembly may, on its initiative or on proposal by the executive committee, set up specialized committees to study specific problems for a specified period oftime. It shall shall fix working modalities and composition of such committees.
B. THE EXECUTIVE COMMlITEE
Article 19:
The Executive Committee shall be composed of the following members.
- One Chairperson;
- Two Vice-Chairpersons;
- One Secretary;
- One Treasurer.
Article 20:
Each member of the Executive Committee shall be elected by the General Assembly -for a two-year
mandate, renewable only once.
Article 21:
The Chairperson of the Executive Committee shall be the Legal Representative of the Association while the two Vice-Chairpersons shall be Deputy Legal ,Representatives. ,
The Legal Representative shall hold extensive powers for all administrative deeds but. in all hislher
decisions, he/she should first of all consult members of the Executive committee.
Article 22
The 1st Vice-Chairperson shall replace the Chairperson and shall chair meetings of the General Assembly and of the Executive Committee in case of absence or unforeseen difficulties· affecting the latter. When absent, the 2nd Vice-Chairperson shall replace him. The two shall assist the Chairperson in the overall administration of the Association.
Article 23
The Secretary shall be responsible for the keeping of records of the Association.
He shall take minutes of the meetings of the General Assembly and of the Executive Committee.
Article 24:
The Treasurer shall be in charge of ,managing the funds and property of the Association. He shall sign,together with the Legal Representative, to authorize expenditure and use of funds.
Article 25:
The Executive Committee shall ensure the smooth running of the Association and shall manage its
property. It shall have jurisdiction on all administrative deeds save on those expressly assigned to the General Assembly by these statutes.
The Executive Committee may, among other things:
- Convene meeting of the General Assembly;
- Propose the General Assembly to modify the statutes of the Association;
- Submit, for approval, to the General Assembly, the Internal Rules and Regulations of the Associations;
- Submit, for approval, to the General Assembly, the draft budget and the management report;
- Work out an annual programmed of the Association's activities.
The Executive Committee shall, in particular, se.e to it that the rights and prerogatives of the Association are fully respected.
Article 26:
Every member of the Executive Committee shall be responsible for the execution of mandate for which he/she was elected.
Article 27:
Authenticated copies, excerpts of statutes, reports and resolutions of meeting of the Executive Committee or of the General Assembly to be produced in courts or for other purposes, shalI,'sball be signed, for conformity, by the Legal Representative or by the Deputy Legal Representative.
Article 28:
The Executive Committee shall be entrusted with implementing the decisions made and the recommendations formulated by the General Assemble and shall report to the latter. To the latter
Article 29:
The Executive Committee shall me~ at least once every three months when convened and chaired by the 1st or 2nd Vice-Chairperson. The Executive Committee shall take valid decisions where at least the absolute majority of its members are present. The decisions of the Executive Committee shall be taken by the simple majority of members present.
CHAPTER IV: PROPERTY OF THE ASSOCIATION
Article 30:
The Association shall derive its resources from
- Subscription of members
- Donations, bequests, grants, or any other resources which the Association may legally obtain.
Article 31:
The association may own both movable property needed to achieve its objectives .
Article 32:
'The Association may set out modalities to allocate its resources to activitieS that contribute to achieving its objectives.
CHAPTER V:INTERNAL AUDITORS
Article 33:
The General Assembly shall elect, for a'tWo- year renewable mandate, an internal auditor who shall be entrusted with controlling, at any time, the management of the funds of the Association .and who shall report to the. latter. The internal auditor shall have access, without removing them; to all accounts books of the Association. He shall make a report of his mission to the General Assembly, at least once a rear.
Article 34:
On his initiative or at the request. Of the simple majority of members of the Executive Coinmittee, the Chairperson may invite the internal auditor to attend, in his "consultative capacity, meetings of the Executive Committee. The General Assembly
May terminate the mandate of an internal auditor and provide for his replacement to bring his mandate to its completion.
CHAPTER VI: MODIFICATION"OF THE STATUTES -
Articles 35:
On proposai by the Executive Committee or of one third of effective members, modifications of statutes shall be adopted by the absolute majority of members attending the meeting of the GeneraJ Assembly and any proposal to modify these statutes shall be sentto members or communicated to them by any other means at least within eight (8) days in advance.
DISSOLUTIONS MERGER, AFFILIATION AND,FINAL PROVISION
Article 36:
The General Assembly, when requested to give its opinion on the dissolution of or, merger with any other Association pursuing the same objectives or affiliation to any union of association, must take a decision by the majority of the two thirds (2/3) of the effective members of the Association.
Article 37:
In case of dissolution, the General Assembly shall these statutes and their modalities of imrlIementation,reference shall be made to the internal rules and regulations and to the legal provisions in force in Rwanda.
Article 39:
These statutes shall come info force on the day of their modalities of implementation, reference shall be made to the internal rules and regulations ~d to the legal provisions in force In Rwanda.
Article 39:
These statutes shall come inforce on the day of their signature by members of the Association.
Kigali on 27 March 2002
THE CHAIRMAN
(se)
THE TREASURERY
(se)
THE SECRETARY'
(se)
THE 1ST VICE CHAIRPERSON
(se)
THE 2ND VICE CHAIRMAN
-(se)
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