THE CONSTITUTION OF GREENLAND RURAL ASSOCIATION (GRAS)

THE CONSTITUTION OF GREENLAND RURAL ASSOCIATION (GRAS)
PREAMBLE

This was a common initiative dedicated to fight poverty and unemployment in Cameroon especially in the domains of women in rural areas.

This farm group activities started on the 9th of February 2010. New members joined later on who recognized the need to move from local farm group to an association that is devoted to finding solutions to the issues raised above.

ARTICLE 1: NAME AND MOTTO:
The name of the associations shall be Greenland Rural Association (abbreviated GRAS).
MOTTO: SEED SOWERS SUCCESS

ARTICLE 2: REGISTERED HEAD OFFICE AND AREA OF OPERATION
The registered address of GRAS: Bamenda, North West Region, Cameroon.

Her geographical area of operation is the National Territory of Cameroon.

ARTICLE 3: *INTERPRETATION OF WORDS USED IN THESE BYLAWS:

a) All words and expressions used in these Bylaws and in GRAS shall be interpreted in line with the provisions of LAWS Relating to Associations in the Republic of Cameroon. Establishing the Conditions of Application of the said Law and subsequent amendments of this law
b) “Member” shall mean any human person who has been duly registered with GRAS and who has met or has taken all measures to meet his/her obligations/responsibilities of members as outlined in these Byelaws
c) “Year” shall mean the Calendar year – 1st January to 31st December.
d) “BOD” shall mean “Board of Directors”.
e) GRAS shall mean Greenland Rural Association.

ARTICLE 4: MISSION STATEMENT:

GRAS exist to enable a drive toward the attainment of the United Nation Millennium Development Goals.
Primarily our concern and target population are women’s agriculture in rural areas and that of tourism, health, transport education and others proceed after it.

ARTICLE 5: OBJECTIVES:

GRAS has been created primarily for the PASSIONS of her members to achieve.

These members are individuals who are interested to be players and contributors to firstly the social and financial sector, through entrepreneurship and innovative ideals.

To promote the interest of its members above, GRAS shall pursue the objectives to:
Accomplish its mission and vision, GRAS pursues the following objectives:
1 Conducting research, developing and initiating projects primarily in agriculture.
2 Devoting itself to the capacity building and development of the leadership among.
3 Promoting gender equity by incorporating good gender equity principles in our programs.
4 Advocating for the creation of an enabling environment within which women can develop.

ARTICLE 6: MEMBERSHIP:

1 Eligibility

i. By birth: person who is the Son or Daughter of one or both CAMEROONIAN parentage.
ii. By marriage: Persons whose spouse are from CAMEROON.
iii. By affiliation: persons who do not fall in i & ii above but whose conducts and composures are of high standing and who so declare their intention (written or verbal) for membership shall be privileged to join.
iv. Admission shall be by a simple majority vote cast of the Executive members, which shall be provisional, subject to the approval of the General Assembly. Any individual who is refused admission by GRAS has the right to appeal to the next general meeting whose decision shall be final.

2 Acquisition

Membership shall be acquired through any of the following ways;

i. Each member shall pay an annual Registration fee of 10,000 FRS
ii. Members must adhere to constitution and its by-laws
iii. All members shall have equal rights and privileges

3 Maintenance

Membership shall be maintained through:

i. Regular contribution to the association, either financially materially or morally
ii. Regular attendance at all meetings and related activities.
iii. Adherence to all rules and regulations of the association where and when ever
iv. The protection and defense of the image and interest of the association.
v. Members who move to different cities or locations maybe allowed to maintain their membership if they do so desire.
vi. Out of station members referred to must meet all financial obligations but will be exempted from entertainment contributions.

ARTICLE 7: ADMENDMENT, TERMINATION OF MEMBERSHIP AND DISSOLUTIONS:

ADMENDMENTS

GRAS amendments maybe as a result of the following:

A.To ensue clarification of rules governing GRAS.
B.To establish a flexible and comfortable atmosphere for members.
C.To accommodate an ideal of which alternate directors can now be appointed
D.When Gras may desire to overturned decisions made by the show of hands.

TERMINATION OF MEMBERSHIP

a. A member who engages in any action which is contrary to GRAS principles and objectives or prejudicial to the interest of other members shall in the first instance be warned by GRAS Executive Members to desist from such action. If the offending member continues to act in disregard of the warning, the Executive members may use any measure necessary to bring the member to reason or may suspend him/her and report the incident leading such suspension to the next general meeting for appropriate action, which may include expulsion.
b. A member whose membership is terminated may appeal against such termination to the General Meeting who shall, if necessary, adjudicate upon the matter in accordance with the legislation governing Associations in Cameroon. In the event of an appeal, the General Meeting’s decision shall however be final.
c Any member may withdraw from membership by giving GRAS six months’ notice. The withdrawal shall not be sanctioned until the member’s obligations towards GRAS are complied with. GRAS may after receipt of this notice open up dialogue with the said member in a bid to dissuade him/her from withdrawing.
d. Members who voluntarily withdraw may apply for re-admission. In such circumstances the conditions for admission shall be fulfilled.
e. Expelled members may apply for re-admission provided they have resolve their matter that caused their expulsion.
Lose of membership.
f. Membership shall also be lost through: Non-payment of annual financial due and death member.

DISSOLUTIONS

Responsibility for Dissolution
GRAS general Assembly shall be the only body that can dissolve the Association.
A bill to this effect shall be table during the General Assembly session at least two months prior to the dissolution date.
Only an approval from majority of the registered members present shall be required to dissolve the Association.

Reason for Dissolution
One or more of the following reasons shall justify the dissolution of the Association GRAS:
1. Following a court order from the host country Cameroon.
2. Merge with another association.
3. Break up into various groups.
4. Other unforeseen circumstances.

Beneficiaries
In case of dissolution of GRAS, the assets and / or resources shall be transferred to any Association desired by the two-third majority of the registered members present.

Consigner
The resolution that approved the dissolution of GRAS shall be tabled to the appropriate
Authorities by the President and the Secretary General.

ARTICLE 8: RIGHTS AND OBLIGATIONS OF MEMBERS:

As stipulated in these Articles of Association and all other legislation regulating the activities of Associations, the rights and obligations of members shall include: –

a. RIGHTS:
i) Attend general meetings and participate in decisions taken at such meetings.
ii) Vote and be voted.
iii) Consult the Articles of Association, internal regulations, registers, and minutes of general meetings, committee reports, accounts, assets, audits and any other reports at the head office.
iv) Withdraw from GRAS in compliance with article 6(c) of these Bylaws

b. VOTING RIGHTS
i. Each member shall have only one vote. All resolutions or decisions shall require a simple majority of the total number of the votes of those present.

. OBLIGATIONS:
Members shall:
i. Comply with the provisions of these Articles of Association as well as resolutions that have been taken or shall be passed at general meetings.
ii. Refrain from participating in any manner whatsoever in a legal entity or institution engaged in similar activities as those of GRAS.
iii. Take supportive role at all levels in the activities of GRAS.
iv. Attend education meetings and seminars.
v. The Association shall exist for as long as members deem it relevant

ARTICLE 9: BUDGET AND FUND SOURCES:

a. BUDGET:
At most 60 days after the closing of each financial year, the Executive Members shall adopt a draft budget and schedule for the upcoming year to be submitted to the General Meeting for approval.

b. SOURCES OF FUNDS:

The Association shall derive its finances from:
1. Membership and Registration Fees
2. Annual Contributions

CUSTODY AND USE OF FUNDS:
i) Funds shall be used strictly to attain GRAS objectives.
ii) GRAS shall open bank accounts for the safekeeping of its funds. Such banks shall be approved by the Executive Members.
iii) Excess GRAS funds shall be considered for agricultural investments in the rural communities
and must be approved by the Annual General Meeting.

ARTICLE 10: MEETINGS:

a) The supreme decision making body of GRAS is the general meeting.
b) GRAS may convene the following meetings of its members.
i) Ordinary general meeting.
ii) Extra Ordinary General meeting.

ARTICLES 11: ORDINARY GENERAL MEETING:

a) GRAS shall convene once every year an ordinary meeting of its members known as the annual general meeting.

b) RESPONSIBILITY OF THE ANNUAL GENERAL MEETING:
The Annual General Meeting shall be responsible for:
i) Deliberation and adoption of the minutes of the last Annual General Meeting.
ii) Discussion and adoption of management reports.
iv) Discussing the Supervisory Committee and auditors’ reports.
vi) Approving the budget for the next financial year.
vii) Ratifying the admission and expulsion of members.

c) ANNUAL GENERAL MEETING RESOLUTIONS:
Motions may be submitted to the Annual General Meeting for resolution by;
i) Any member who is in good standing with GRAS.
ii) All resolutions taken at GRAS General Meetings shall be binding on all
GRAS members, both those present and absent.
iv) Resolutions intended for action by the Annual General Meeting must reach the General Coordinator at least 21 days prior to the meeting. Late submissions shall not be considered until the next meeting.

ARTICLES 12: EXTRAORDINARY GENERAL MEETING:

a) An extraordinary general meeting shall be convened for specific purposes.
b) It shall be convened by;-
i. The Executive members or the
ii. The Supervisory committee or
iii. 25% of members.

c) Notice of any extra-ordinary meeting shall contain a statement of the purpose of the
Meeting, the place, time and agenda. Only the business specified in the notice may
be acted upon at the said meeting. The said notice shall be given at least 21 days in
advance of the meeting date.
d) The proceedings of the extra-ordinary general meeting shall be conducted in the same
manner as those of the ordinary general meeting.

ARTICLE 13: EXECUTIVE MEMBERS:

a. COMPOSITION OF THE EXECUTIVE MEMBERS:
i) WOMEN (between 22 and 50 years) shall make up at least 75% of GRAS Executive members
ii) Males shall make up 25% of GRAS executive members.
iii) They shall be Seven Executive members

ELECTION OF DIRECTORS:
To be elected to the Executive members’ hopefuls you must be employed or self-employed. They must be willing to put their skills at the disposal of GRAS to aid the attainment of its mission.

All GRAS members shall be free to apply to be Executive members. Applications must be made in writing and must be accompanied by an application fee of 25 000 F CFA.

All applicants who meet qualification criteria shall stand for elections at the relevant AGM.

b. DUTIES OF EXECUTIVES:
The main duties of the Executive Members shall be;
i) To ensure compliance with all legislation regulating the activities of GRAS.
ii) Ensure that a correct statement of the accounts, assets and liabilities of GRAS are kept by management.
iii) Present to the Annual General Meeting a management report as well as the annual report prepared by management.
iv) Take all necessary measures to safeguard the funds, assets, stocks and property of GRAS.
v) Keep members periodically informed of the affairs of GRAS and develop in them a sense of responsibility and loyalty towards GRAS.
vi) Decide on the convening of General Meetings.
vii) Implement all decisions reached by the General Meeting.
viii) Implement recommendations contained in the reports of the supervisory committee.
Ensure compliance with all legislation regulating the activities of GRAS.

e. OTHER DUTIES:
i) Suspend any Executive member adjudged to be engaged in any action(s) detrimental to GRAS and report such action to the next Annual General Meeting for ratification and final action.
iii) Admit new members provisionally, subject to the General Meeting’s ratification.
iv) Suspend any member for failure to comply with annual dues and share capital contribution or deposit requirement and refer such suspension to the annual meeting for final action.
v) Appoint delegates who shall represent GRAS at national and international meetings.
vi) Appoint ad hoc committees and consider their reports.
vii) Assign additional duties to the Manager.
Viii) Ensure the preparation and amendment of the internal regulations of GRAS are in compliance with current legislations in force.
ix) Appoint representatives to other organizations and corporate institutions in which GRAS has interests.
In their conduct of the affairs of GRAS, the Executive members shall exercise prudence and diligence as ordinary men in business.

f. LIABILITIES OF THE EXECUTIVE MEMBERS:
Executive members shall be liable under the conditions laid down by the ordinary law jointly or severally as the case may be, to GRAS or to third parties for wrongful acts done in their management of GRAS.

g. TERM OF OFFICE:
i) There is no limit to the number of terms an executive member can hold as long as he is voted by the AGM. One term shall last for 4 years.
ii) In the event of death, resignation, expulsion or withdrawal for any reason of one or more executive member, such vacancies shall be filled as herein provided.
Filling of Vacancies:
Vacancies in the office of an executive shall be filled by elections which shall be held not more than 90 days following the occurrence of the vacancy.
At least 21 days’ notice of the meeting shall be given to members. The notice shall state the purpose of the meeting.

h. EXECUTIVE MEMBERS MEETINGS:
i) Regular meetings of the Executive members shall be held at least quarterly.
ii) Notice of Meetings: – The General Coordinator shall send written notices to each executive member at least 14 days before the regular or 7 days before an extra ordinary meeting whose notice shall contain the place, time, date, and agenda of the meeting.
iii) In decision making, each executive member shall have one vote only, and when there is a tie, the executive member shall have a casting vote. Decisions shall be by a simple majority vote.

QUORUM: A simple majority of the BOD shall constitute a quorum.

ARTICLE 14: Meetings

Meetings shall be convened at the request of the Executive members. A secretary nominated by the chairman shall write up the minutes and recommendations for presentation to the Executive members.

ARTICLE 15: BODY OF TECHNICAL ADVISERS:

a. GRAS boasts of a Body of Technical Advisers that provides technical expertise and informed orientation to GRAS and General Coordination.

GRAS Advisers are Specialists and consultants in the domains of agriculture, education, health, transport, tourism, science and technology, Women Development Projects etc.

The Body of Technical Advisers is the Intellectual House and back-up of the Association.

ARTICLE 16: OFFICERS AND DUTIES:

a. THE PRESIDENT
The President shall preside over all meetings, both of the Executive members meetings and the General Assembly. He shall represent GRAS in all acts of civil life.

b. ASSISTANT PRESIDENT
The assistant President shall perform the duties of the president in his absence.

c. GENERAL COORDINATOR:
GRAS shall be administered by a General Coordinator appointed by the Executive members.

d. DUTIES OF THE GENERAL COORDINATOR:
The General Coordinator shall perform his duties under the control and supervision of the Executive Members. He shall represent GRAS vis-à-vis third parties within the limits of the powers conferred upon him. He shall inter – alia be responsible for:
i) Implementing the programs and policies defined by the Executive members.
ii) Responsible for the elaboration, execution, control and reporting of the budget, in accordance with approved budgeting procedures.
iii) Ensuring the judicious and safe handling of funds, proper usage of property, maintenance of equipment, the internal organization of services and the proper keeping of accounts.
iv) Preparing periodical activity reports as well as the annual management report.
v) Preparing and presenting the accounts for the financial year or for any other period requested and defined by the Executive members.
vi) Directing and coordinating the work of all GRAS staff.
vii) The General Coordinator shall participate at all Executive members meetings except at Executive member’s sessions where the discussions concern him. He shall have no voting rights.
viii) He shall recruit within budget limits and terminate the appointment of junior volunteers and report action to the Executive members at its next sitting.

e. THE ASSISTANT GENERAL COORDINATOR:
The Assistant General Coordinator, in addition to his job description, shall perform the duties of the General Coordinator in the latter’s absence. He shall take responsibilities for his acts during the same period.

f. LIABILITIES OF THE GENERAL COORDINATOR AND ASSISTANT GENERAL COORDINATOR:
The General Coordinator and his assistant shall be liable to GRAS and or third parties for any acts of dishonesty, embezzlement, fraud or negligence in the performance of their duties.

ARTICLE 17: AFFILIATION:
GRAS may affiliate with any national or international organization where such affiliation is considered to be in the interest of GRAS.

ARTICLE 18: RECORDS:
a) GRAS shall keep the following documents at its registered office:
i) The certificate of registration of GRAS;
ii) Membership register;
iii) Copies of grant agreements entered into with sponsors.
iv) Copies of all legislation regulating its activities.
d) Any member may examine the above documents at the head office of GRAS during official working hours upon the approval general coordinator.

CONSTITTIONS DEVELODED FOR GREENLAND RURAL ASSOCIATION (GRAS)
AT THE SECOND CONSTITUENT GENERAL ASSEMBLY MEETING AT SANTA ON THE 09-12-2013.

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