AfroPHC Articles of Association

African Forum for Primary Health Care (AfroPHC)

Draft Articles of Association

6th April 2021

  1. The name of the association is the African Forum for Primary Health Care
  2. The short name of the association is AfroPHC
  3. The aim of the association is to improve the health of African citizens
  4. The objectives of the association are:
    1. To support and advocate strong primary health care and universal health coverage in Africa.
    1. To engage in all other activities that are related to the above in the broadest sense of the term or that be conducive to the above.
  5. The association seeks to realise its object by, inter alia: Organising meetings, publications, presentations, organizing study visits, awarding prizes or grants and financing activities by third parties, organizing the exchange of knowledge, advocating for specific policies and stimulating research
  6. About membership
    1. The association has the following types of members
      1. Individual Members
      1. Institutional Members
    1. Individual Members shall be understood as individuals who register as individuals with the association
    1. Institutional Members shall be understood to be organisations that register as organisations with the association
    1. Where mention is made in these articles of association of “members” or “member” reference is made to both the individual and the institutional member
  7. Registering for membership
    1. Anyone who wishes to become a member of the association must apply for membership in writing to the executive team of the association
    1. The executive board shall resolve on the admission of a member
    1. If the executive board does not admit an applicant as a member of the association the applicant rejected must be informed of the rejection, with reason(s) for it in writing within four weeks of resolution of the executive board
    1. In case of a rejection by the executive board, the general meeting may as yet resolve in favour of admission
  8. Registering for membership
    1. Anyone who wishes to become a member of the association, must apply for membership in writing to the executive board of the association.
    1. The executive board shall resolve on the admission of a member
    1. If the executive board does not admit somebody as a member of the association, the person rejected must be informed of the rejection, with mentioning of the reason(s) for t, in writing within four weeks after the resolution of the executive board
    1. In case of a rejection by the executive board, the general meeting may as yet resolve in favour of admission.
  9. About the obligations of members
    1. Members must pay an annual fee as determined by the general meeting
    1. The membership fee is due at the start of the association year
    1. Those who become members during the second six months of the association year should pay fifty percent of the fee.
    1. Upon termination of membership during the association year there shall be no refund of the membership fee or part of it.
  10. How membership ends
    1. The membership shall end in the following cases
      1. By resignation of the member
      1. By termination of the executive board on behalf of the association
      1. By disqualification as a member by the general meeting
      1. By the death of the member
  11. About termination of membership by a member
    1. If a member wishes to terminate membership, then the member must terminate it in writing at least four weeks before the end of the association year
  12. About termination of membership by the association
    1. The association may terminate the membership of a member if the member fails to pay membership fees, fails in other obligations towards the association of it
    1. Termination of membership on behalf of the association is done by the executive board, the executive board must do so in writing and inform the member of reasons for the termination
  13. About disqualification as a member
    1. The general meeting may resolve to disqualify a member if the member acts in contravention of the articles of association, regulations or resolutions of the association or harms the association in an unreasonable manner
  14. About suspending a member
    1. The executive board may suspend a member for a maximum of eleven months
    1. For as long as the suspension continues the member shall not be allowed to exercise any membership rights but is obliged to continue to perform financial obligations towards the association
  15. About the lodging of appeal by a member
    1. The member that may have been suspended or whose membership has been terminated, may lodge appeal with the general meeting; the term within such a member may lodge appeal is four weeks before the date of the general meeting.
    1. The general meeting must inform the member within four weeks of the appeal motivated judgement and must inform the member thereof in writing.
  16. About convening general meetings
    1. The executive board shall convene general meetings as often as it deems this necessary, but at least once a year.
    1. The convening of the general meeting shall be done by the executive board by means of a notice on the website of the association and in writing, including  also be email, to the addresses of the members at least fourteen days in advance, not counting the day of the convening notice and that of the meeting. That notice shall mention the items to be discussed.
    1. Agenda items may be submitted up to a date mentioned by the executive board.
    1. The president of the executive board shall act as chairman of the general meeting; in the absence of the president, the vice-president shall act as chairman; in the absence of vice-president, one of the other executive board members shall act as chairman; f no chairman can be found in that manner, the general meeting itself shall designate its own chairman.
    1. If one tenth of the number of voting members requests so, the executive board must convene a general meeting; those members must submit their request in writing, mentioning the reason(s) for such a meeting; the executive board must then convene such a meeting within twenty eight days after the request; if the executive board fails to comply with the request within that term, the requesting parties may proceed themselves to convene the meeting in the manner mentioned in this article or by placing an advertisement in at least one popular national newspaper; where necessary the meeting shall designate its own chairman and a person to keep minutes of the subject discussed at the meeting. If the request has been recorded electronically, it shall be deemed to be a written request.
    1. Only members shall have access to the meeting unless the general meeting resolves to invite certain other persons who are not members, to attend the meeting.
  17. About voting and a quorum at general meetings
    1. In meetings, all valid paid up members shall have voting rights. Each member is authorized to attend and speak at general meetings, in person or represented by a person who has been empowered in writing. The requirement of a written power of attorney shall have been met if the power of attorney has been recorded electronically.
    1. Individual members shall have one vote per membership and institutional members shall two votes per membership
    1. The general meeting shall, if the articles of association do not provide otherwise, adopt its resolutions by a simple majority of votes cast
    1. If this has been mentioned at the time of the convening of the meeting, each member entitled to vote shall be authorized to participate, in person or by a person empowered in writing, in the general meeting and to speak there and exercise their voting rights by means of electronic communication, and can take cognizance of the items discussed at the meeting directly, and can participate in the deliberations.
    1. The general meeting is authorized to impose conditions with respect to the use of electronic means of communication by means of regulations. If the general meeting has made use of that power, the conditions shall be made known at the times of convening of the meeting.
    1. In the event of a tie with respect to any other proposal than the appointment of persons, the proposal shall be deemed to have been rejected
    1. In the case of the appointment of persons, the person who receives the most votes shall have been elected.
    1. Votes cast in writing or through an electronic means of communication prior to the general meeting, but not earlier than the thirtieth day before that of the meeting, shall be equated with votes cast during the meeting. Voting members must notify the executive board in writing or by means of an electronic means of communication whether they will make use of this possibility ultimately three weeks before the general meeting.
    1. All resolutions that can be adopted in a general meeting, may also be adopted without holding a meeting, provided that all voting members have declared by means of a letter or electronically to be in favour of the proposal and provided that the executive board members have been heard
  18. About the executive board of the association
    1. The association has an executive board of at least nine individuals residing in five different countries. The executive board members must be appointed by the general meeting, subject to para 16. In the case of the number of executive board members becoming less than five the executive board shall continue to be authorized; in that case the executive board must convene a general meeting to fill in the vacancy (ies) within three months after the number of executive board members has fallen below the number of five.
    1. The executive board or at least one other members of the association jointly may nominate a candidate for executive board membership, the candidate must declare in writing to be willing to become an executive board member
    1. Nominations of candidates by other parties than executive board members must, together with the declaration of willingness of those candidates, must be submitted in writing or electronically to the executive coordinator of the executive board at least two days before the general meeting.
    1. The general meeting selects the executive board from among the members of the association. In making such a selection, attention shall be given to establishing diversity within the executive board in the field of gender, profession and region.
    1. The executive board shall designate a president and a vice-president from amongst its members with the position of president not compatible with another position.
    1. The executive board is authorized to appoint two executive board members by means of co-option
    1. The executive board members shall not receive any remuneration for their executive board work other than reimbursement for expenses
  19. About the suspension and dismissal of the executive board members
    1. The general meeting may suspend or dismiss executive board members at all times
    1. If the suspension of an executive board members is not followed by dismissal within three months, the suspension shall end.
  20. About the duration and end of executive board membership
    1. The general meeting appoints the executive board members for a period of three years; the executive board shall be immediately eligible for reappointment one more time.
    1. The resignation of the executive board members shall occur in accordance with a schedule to be drawn up by the executive board; that schedule may not determine that two of the executive board members holding the position of president and vice-president must resign simultaneously; executive board members appointed to fill interim vacancies shall take the place of their predecessor in the schedule.
    1. Executive board membership shall end:
      1. By dismissal by the executive board;
      1. By the end of his membership of the association;
      1. By resignation of the executive board member themselves; if the executive board member resigns, they must observe a term of notice of at least twenty-eight days
    1. If executive board membership ends by expiration of the term for which the executive board member has been appointed, and if there has not been appointed a successor yet, the executive board member shall continue to function as an executive board member until the general meeting will have filled the vacancy or has resolved to no longer fill in the vacancy, unless it cannot be demanded from that executive board in all fairness that they should continue their executive board work.
  21. About meetings and the adoption of resolutions by the executive board
    1. The executive board shall meet as often as the president or two other executive board members wish so, but at least four times a year.
    1. The term of notice for an executive board meeting is at least two weeks
    1. The executive board may only adopt resolutions if at least two thirds of the number of executive board members is present or represented.
    1. The executive board shall adopt its resolutions by a simple majority of votes cast
    1. In the event of a tie, the president shall reopen the debate, and if there is a tie again, the president shall decide.
    1. The executive board may also adopt resolutions (in writing) without holding a meeting, provided that all executive board members have given their opinion in writing (including also by electronic means) about the proposal in question.
  22. About limitation of powers of the executive board
    1. Without the approval of the general meeting the executive board is not allowed to enter into any agreements to acquire, alienate or encumber property subject to registration, nor is it allowed to conclude agreements by which the association binds itself as surety or co-debtor, warrants performance by a third party or provides security for the debt of another party. Only the association itself may invoke the absence of approval of the general meeting.
    1. The executive board is authorized to appoint (a) (paid) employee(s)
  23. About the tasks of the president
    1. The task of the president includes:
      1. Supervising the enforcement of the articles of association, the regulations and the resolutions of the association
      1. Chairing the meetings of the executive board and its members; providing strategic leadership for the association
      1. Presenting the report of the affairs of the association every year to the general meeting
    1. The task of the vice-president is: deputing the president of the association in case of absence
    1. The executive board must ensure that the general meeting is always capable of taking cognizance of the financial situation of the association and its rights and obligations.
  24. About the executive coordinator
    1. The executive board shall appoint an executive coordinator to provide administrative support to the association
    1. The executive coordinator assumes responsibility for:
      1. Keeping minutes of meetings
      1. Taking care of correspondence of the association
      1. Preparing the report of the affairs of the association every year
      1. Managing the archives of the association
      1. Managing the raising of funds
      1. Daily management of funds and financial records of the association;
      1. Collecting receivables and paying the debts of the association;
      1. Preparing a budget every year.
      1. Preparing the financial report every year;
      1. Acting as representative authority under direction of the executive board
    1. The representative authority referred to in these articles of association refers to legal acts with third parties
  25. About the advisory board
    1. The association resolves to establish an advisory board.
    1. Establishing and dissolving the advisory board will be effected by the general meeting.
    1. The task of the advisory board is to provide advice to the association and the executive board on the vision, long term strategies and activities of the association, on request and on its own initiative.
    1. The advisory board is composed of a minimum of five and a maximum of thirty representatives of strategic partner organisations.
    1. The members of the advisory board, not being members of the executive board, are appointed by the general meeting for three years. They may be re-appointed immediately after, every time for a term of three years. If the members of the advisory board must be appointed, the executive board, or at least one members of the association jointly, will prepare a nomination. The executive board must notify the members of the nomination at least two weeks before the general meeting during which the appointment is taking place. 
    1. The general meeting may adopt regulations for the functioning of the advisory board based on a proposal from the executive board.
  26. About regulations
    1. The executive board shall adopt regulations where necessary, for its own work and containing provisions with respect to all subjects that need to be regulated (in more details). Those regulations shall not be in conflict with the articles of association and shall need the approval by a majority of votes of the general meeting, just like any amendment of those regulations.
  27. The funds of the association
    1. The funds of the association will include
      1. Membership fees
      1. Income from assets
      1. Proceeds of events organized by the association
      1. Subsidies, donations, testamentary dispositions and specific legacies
      1. Financing following the submission of projects financed by external organisations
      1. Estates may only be accepted with the benefit of inventory
      1. Any other income
  28. The association year
    1. The association year will run from the 1st of March until the end of February the next year.
  29. About the financial documents
    1. Within six months after the end of every financial year the association shall hold its general meeting.
    1. During the annual meeting the following items shall in any event be discussed:
      1. The annual financial documents;
      1. The report of the audit committee and the appointment of a new audit committee;
      1. The filling of any vacancies
      1. The determination of the membership fees
    1. The financial annual documents shall in any case include: the annual report of the executive board, a balance sheet, a statement of income and expenditure, the explanatory notes to those documents.
    1. The executive coordinator shall account for the financial management at that meeting; if the general meeting adopts the annual documents, the executive coordinator is granted discharge.
    1. Before approving of the annual documents, the general meeting may resolve that those documents must be audited by an accountant or by an expert.
  30. About the budget
    1. Within three months before every financial year the executive board shall draw up a budget for the next calendar year and shall send it to the members; the budget must be accompanied by explanatory notes.
  31. About committees and working groups
    1. The general meeting or the executive board are authorised to institute committees or working groups.
    1. Every year the general meeting shall appoint an audit committee consisting of three members that are not allowed to be executive board members, to audit the accounts of the executive board; that audit committee shall report to the general meeting about its findings.
  32. About amendments of the articles of association and dissolution, merger or division of the association
    1. An amendment of the articles of association can only occur pursuant to a resolution of general meeting, which meeting was convened with the notification that an amendment of the articles of association would be proposed in that meeting.
    1. At least fifteen days before the vote, the proposal that contains the word-by-word text of the proposed amendment shall be published on the website, and the proposal must also have been sent to all members by email.
    1. A resolution to amend the articles of association must be adopted by the majority of at least two thirds of the votes cast. At least fifty percent of the members must have cast a vote.
    1. If not at least fifty percent of the members have voted on a proposed amendment of the articles of association, then a new vote shall occur at least fourteen days later, but ultimately within thirty days after the first vote. With this vote, a resolution to amend the articles of association can be adopted in a legally valid manner by a majority of at least two thirds of the valid votes cast regardless of the number of votes cast.
    1. An amendment of the articles of association approved of in that manner shall only take effect after a notarial deed of it has been drawn up. Each executive board members shall be authorized to cause that deed to be executed.
    1. The provisions of this article shall apply mutatis mutandis to a resolution t merge or split.
  33. About the liquidation of the assets of the association
    1. After the resolution to dissolve the association, the executive board in its capacity of liquidator must liquidate the assets of the association, unless the general meeting has designated (an)other person(s) as liquidator(s).
    1. The liquidation must occur with due observance of the requirements regarding liquidation in the country of the executive coordiantor.
    1. Any credit balance upon liquidation must be given an intended used by the general meeting that is consistent with the object of the association to the largest extent possible
    1. After the liquidation, the annual financial statements and other documents of the dissolved association must be kept in custody for at least seven years by the person designated for that purpose by the general meeting; within eight days after liquidation the custodian must list his obligations to keep custody to the office of the Commercial Register of the Chamber of Commerce.

REGULATIONS

  1. Fees

Individual Membership $0 per annum

Institutional Memberships:  $0 per annum