TITLE I : PURPOSE

Article 1 : Constitution

A non-profit association called “L’Afrique des Idées” (hereinafter ADI) is hereby established between the members of the present statutes.

This association is governed by the provisions of the law of July 1, 1901 relating to the contract of association as well as those of the decree of August 16, 1901 taken in application of the said law.

Article II : Head office

The registered office of ADI is located at 42 rue Stendhal, 75020 Paris. It may be transferred by simple decision of the Board of Directors, by a simple majority of its members.

Article III : Duration

The duration of the association is unlimited.

Article IV : Purpose

The purpose of this association is to promote the debate of ideas and the reflection on subjects related to Africa. The ADI defines itself as a laboratory of ideas wishing to participate in the citizen dialogue within the African space on the basis of the principle of “Afro-responsibility”.

TITLE II : MEMBERSHIP

Article V : Membership

The association is open to all persons enjoying their civic rights, in the respect of individual convictions, and in independence from political parties and any public or private organization.

Article VI : Members

The ADI is composed of four types of members :

• founding members,
• active members,
• associate members,
• and honorary members.

Founding members are those who decided in 2011 to create ADI and who have remained active until 2016. They are members by right of the Board of Directors and may designate any other person to represent them.

Active members are those who are active in ADI.

Associate members are persons who have joined ADI without carrying out an activity.

Honorary members are natural or legal persons who have supported ADI by a contribution in kind, in cash or in industry (scientific knowledge, experience or know-how).

Article VII : Acquisition of membership

The quality of member (founder, active and associate) is conditioned by the payment of an annual fee, the amount of which is fixed each year by the Executive Committee. Honorary members are exempted. Exemptions may be granted by decision of the Executive Committee.

The members of the Strategic Orientation Council and the Partners Club are honorary members by right.

All members of ADI participate in the General Assembly. Only the founding members, the active members and the associate members have the right to vote.

Article VIII : Loss of membership

Membership is lost by :

• death, incapacity,
• resignation notified to the Executive Committee,
•  non-payment of the annual fee after a formal notice which has remained unsuccessful for a maximum period of one month,
• striking off the membership by the Executive Committee for serious reasons such as repeated absence from ADI meetings and events and any action likely to undermine the proper functioning of ADI after a formal notice has remained unsuccessful for a period of one month,
• dissolution or liquidation or receivership.

TITLE III : GOVERNANCE

Article IX : The General Assembly

The General Assembly (GA) is the supreme body of the ADI. It is made up of all the members of ADI. It shall meet in ordinary session at least once a year and whenever necessary, upon convocation by the President. The convocations are sent, by any means, at least fifteen days in advance and must indicate the agenda. The General Assembly can also be convened by the President, at the request of at least half of the members of ADI, according to the same modalities.The General Assembly hears the activity report of the Executive Board, approves the financial report as well as the accounts for the year certified by the Auditor General. It deliberates on the issues on the agenda. Minutes are kept by the General Manager of the deliberations and resolutions of the General Assemblies. They are signed by the Chairman and the General Manager and are kept in a register.

The agenda is set by the General Manager. The General Assembly deliberates on the reports relating to the management of the Executive Committee and on the moral and financial situation of the association. It approves the financial year and votes the budget of the ADI. It alone can modify the present statutes.Decisions are taken by a majority of the members present at the General Assembly, each member having one (1) vote. For the validation of deliberations, the presence of 1⁄4 of the members is required. If this quorum is not reached, a second Assembly must be convened with the same agenda, behind closed doors, at least eight days apart, which deliberates regardless of the number of members present. The General Assembly elects the President of the ADI, during an elective session, for a two (2) year term, renewable twice.

Only members who have been active for at least 3 years and who have been members of the Executive Board may be candidates for the Presidency of the ADI.

The elective GA is convened by the Auditor General after consultation with the Executive Comittee, 45 (forty-five) days before the end of the mandate of the President. He receives the candidacies, validates them, organizes the elections and proclaims the results in transparency. He is assisted by the Executive Committee.

Article X : The Board of Directors

The ADI shall have a Board of Directors of 9 (nine) members :

• The President of ADI,
• 4 founding members, signatories of the present statutes,
• 4 advisors, appointed from among the members of ADI, by the founding members and the President

With the exception of the President, no member of the Board of Directors may be an employee of ADI.

The Board of Directors validates the program of activities of the Executive Committee and ensures its follow-up. It is chaired by the President of ADI.
Decisions of the Board of Directors are taken by simple majority. In case of a tie, the President has the casting vote.

The 4 founding members, or their representatives, hold the following positions :

• SOC Rapporteur, responsible for identifying and proposing potential new SOC members and organizing their meeting,
• PC’s Rapporteur, responsible for identifying and proposing potential new PC members and organizing their meetings,
• Auditor General, in charge of auditing ADI’s accounts and organizing the elections,
• Knowledge Management, responsible for the training of ADI analysts and experts. These functions are proposed to the founding members or their representatives by the ADI President.

The 4 advisory members are appointed for a renewable term of two (2) years.

Article XI : The Strategic Orientation Council

The ADI has a Strategic Orientation Council (SOC) of no more than fifteen members, followed by a rapporteur appointed by the President from among the members of the Board of Directors. It is composed of strong personalities recognized in Africa, whose interest for the functioning and development of ADI is obvious.

On the proposal of the Board of Directors, the members of the SOC are appointed, by a majority of votes, by the General Assembly, for a period of five (5) years.

The SOC meets at least once a year. It is consulted in particular on the work of ADI (studies, research, dissemination, etc.) and on cooperation projects with other think tanks.

Article XII : The Partners’ Club

The ADI has a Partners’ Club (PC) whose activities are monitored by a rapporteur appointed by the President of the ADI from among the members of the Board of Directors.

On the proposal of the Board of Directors, the members of the PC are appointed by a majority vote of the General Assembly for an indefinite period.

The PC meets at least once a year. It is composed of the legal entities that financially support the activities of ADI. It is consulted on the search for funds to support ADI.

Article XIII: The Executive Committee

The Executive Committee (EC) is the executive body of ADI. It is composed of five members including :

• a General Manager,
• a Director of Publications,
• a Director of Administration and Finance,
• a Director of Communication,
• an International Director.

The members of the EC are recruited for an indefinite period. They may be employees of ADI. They are recruited by the President after approval by the Board of Directors. Their remuneration is fixed by the General Assembly on the proposal of the Board of Directors.

Article XIV : Duties of the members of the Executive Committee

The General Manager is in charge of the coordination of the EC. As such, he is the first person responsible for the implementation of ADI’s activities. The President of ADI may hold the position of Director General.

The Director of Publications ensures the coherence of the work and publications as well as their distribution. He is responsible for the teams of analysts and experts, as well as for the publication of the ADI’s Review.

The Director of Administration and Finance manages ADI’s membership, resources and expenses, and legal affairs.

The Director of Communication ensures the visibility and image of ADI with third parties, notably the general public and institutions. He is also responsible for ADI’s internal communication.

The International Director coordinates the activities of ADI’s local offices. He is responsible for the dissemination of best practices among the local offices and makes recommendations on improving their performance to the General Manager.

Article XV: The Executive Board

The Executive Board is the extension of the Executive Committee to the heads of the divisions. The list of divisions, their organization, attribution and functioning are specified in the internal regulations of ADI.

Article XVI : Local Offices

The ADI may set up local offices in France, Africa and elsewhere in the world. These local offices, composed of members of the association residing in the location of the said office, have the objective of animating the life of the association in the countries or regions concerned in line with the purpose of ADI as mentioned in Article IV of the present statutes.

Each local office of ADI is de facto composed of ADI members residing in the country concerned.

Each local office is coordinated by a Resident Representative, appointed by the President of ADI after approval by the Board of Directors, who heads a small team composed of two researchers, one administrative and financial officer and one communication officer.

Each local office submits annually to the Executive Board a program of activities and a budget which are validated by the Executive Committee.

The local offices are in charge of disseminating ADI’s productions in the countries where they are represented, notably to institutions, the private sector, associations, the media and the general public. They are responsible for establishing partnerships with the actors of the African public debate and for improving the presence and visibility of the ADI in the countries of representation.

Article XVII : Opening and Closing of a Local Office

The decision to open a local office is taken by the Board of Directors which then submits it for validation at the next General Assembly.
The decision to close a local office is taken in the same way.

Article XVIII : Internal Regulations

The Executive Committee may establish and modify internal regulations which define and specify the necessary conditions of execution of the present statutes.

In order to be applicable, the internal regulations must be approved by the Board of Directors.

TITLE IV : RESOURCES

Article XIX : Resources

The resources of the ADI are composed of :

• the product of the membership fees,
• donations from its members,
• donations from natural or legal persons outside the association,
• the proceeds from the sale of articles or the organization of events,
• the product of analysis, monitoring, expertise or consulting activities,
• public or private subsidies.

TITLE V : MODIFICATION OF THE STATUTES

Article XX : Procedure for amending the statutes

The statutes can only be modified on the proposal of the Executive Committee or of 1/3 of the members who make up the General Assembly.

The text of the modifications must be communicated to the members of the General Assembly, at least one month before the date of the fixed meeting.

The General Assembly can only deliberate validly if half plus one of the members participate. If the General Assembly does not reach this quorum, a new meeting may be convened at least fifteen days in advance. This last convocation reproduces the agenda, indicating the date and time, as well as the minutes of the first meeting.

In any case, the statutes can only be modified by a 2/3 majority of the participating members.

TITLE VI : DISSOLUTION

Article XXI : Dissolution of the association

The General Assembly specially convened to decide on the dissolution of the association must include at least half plus one of the members. If this quorum is not reached, the General Assembly is reconvened, but at fifteen (15) days interval, and this time it can validly deliberate whatever the number of members present.

In any case, the dissolution can only be pronounced by a 2/3 majority of the participating members, subject to the agreement of the founding members, members of the Board of Directors.

Article XXIII : Transfer of assets

In case of dissolution of the association, the remaining assets will be devolved to a secular organization recognized by the State, and pursuing objectives close to those of ADI.

Done in Paris, May 27, 2017

Voted by the General Assembly on May 27, 2017. Registered at the Prefecture.

          The President

          Georges Vivien Houngbonon

          The Administators, permanent members of the Board of Directors

          Joël ASSOKO

          Emmanuel LEROUEIL

          Nicolas Simel NDIAYE

          Tite YOKOSSI