Internal Matters DEA


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Internal Matters DEA

  1. 1. REGLEMENT INTERIEURPRIVATE <br />DOUALA ENTREPRENURSHIP ASSOCIATION – DEA- <br />- CAMEROON -<br />The association shall:<br />Exist in its own right, separately from its members;<br />Continue to exist even when its membership changes and there are different offices bearers;<br />Be able to own property and other possessions;<br />Be able to sue and be sued in its own name. <br />Keep a record of everything its owns<br />Not give any of its money or property to its members or office bearers. The only time it can do so is when it pays for work that a member of office bearer has done for the association. The payment must be a reasonable amount for the work that has been done.<br />Members or office bearers of the association do not have rights over things that belong to the association<br /> <br />Article I<br />NAME, GOALS AND PURPOSES<br />NAME<br />DOUALA ENTREPRENURSHIP ASSOCIATION <br />GOALS AND PURPOSE<br />The association aims on a free exchange of ideas through education, research, publications, and conferences and the demonstrated commitment and competence of its members for a better worldwide, understanding of the importance of entrepreneurship.<br />Article II<br />MEMBERSHIP<br />SECTION 1.Qualifications: Any individual or organisation subscribing to the purposes and objectives of the DOUALA ENTREPRENURSHIP ASSOCIATION shall be eligible for membership.<br />SECTION 2.Admission to membership: Admission to membership shall be granted upon receipt of written application and tender of dues as determined by the DEA Board.<br />SECTION 3.Classes of membership<br />a.Individual<br />b.Honourary life memberships: Honourary life memberships may be awarded to persons who may have contributed outstanding service DEA. The nomination and selection of an individual for this high honour is the responsibility of the Board of Directors. At the direction of the Board of Directors, such nominations may be brought to a vote DEA membership during the annual general meeting.<br />c.Organisations: Organisations including but not limited to universities, colleges, bureaus of business research, small business centres, government agencies, professional and trade organisations and chambers of commerce subscribing to the purpose and objectives of DEA are eligible for organisational membership. Each organisational member shall be permitted to designate two (2) individuals who shall accrue privileges and benefits of individual membership. <br />d.Contributing members: Business organisations, companies, firms and other organisations may become contributing members by an annual contribution to be determined by the Board of Directors. Each contributing member shall receive one set of the regular publications of DEA, with no voting privileges.<br />e.Student Members: Student memberships are limited to full-time students of institutions of higher education.<br />SECTION 4. Membership dues and fees<br />a.Membership dues: The DEA Board shall establish a schedule of dues for all classifications of its membership. Changes to this schedule require a majority vote and shall take effect in the next financial year following the year in which the changes were voted.<br />b.Membership fees: DEA shall on a quarterly basis pay fees to DEA, according to the payment schedule based on its current listing of those members who are in good standing. <br />Article III<br /> FINANCIAL YEAR, VOTING RIGHTS, TRANSACTION OF MEMBERSHIP BUSINESS AND ANNUAL CONFERENCE<br />SECTION 1.Financial year: The financial year shall be established by the DEA Board of Directors.<br />SECTION 2.Transaction of business: Any business of DEA requiring membership action may be conducted by mail, hereinafter including email. General meetings of the membership shall be scheduled during the annual conference of DEA. Special general meetings may be scheduled by a membership petition signed by at least ten percent (10%) of the members in good standing. Notice of a special general meeting shall be mailed to all members at least thirty (30) days but not more than ninety (90) days prior to the scheduled date. A ballot describing the actions taken at special general meetings requiring membership action shall be submitted to the total voting membership of DEA by mail within thirty (30) days of the special general meeting. Ratification or rejection will be decided by a majority of those voting and those ballots which are returned within sixty (60) days of the date of the mailing of the ratification ballot.<br />SECTION 3.Approval: Unless otherwise stated herein, all actions shall be approved by a simple majority vote.<br />SECTION 4.Business requiring membership action: The membership shall elect officers and members of the Board of Directors (hereinafter referred to as the Board) and transact such business, including amendments to the bylaws, as may be appropriate.<br />SECTION 5.Quorum: Ten percent (10%) of the members shall constitute a quorum for general meetings scheduled in accordance with Section 2 of this Article.<br />SECTION 6.Annual conference: A conference of DEA shall be held annually. The Board of Directors shall determine the date, time and place of the annual conference. The President shall cause to be sent a first call for the conference to the DEA membership no less than six months (6) prior to the opening date and a second call not less than one month prior to the opening date. The organising committee must ensure that all aspects of the annual conference are competently managed. <br />Article IV<br />BOARD OF DIRECTORS – BOD-<br />SECTION 1.Composition: The Board of Directors shall consist of the President, President Elect, Immediate Past President, Senior Vice Presidents, and the President from each chapter. The Executive Secretary shall serve as secretary and ex-officio member. The President shall chair the Board.<br />SECTION 2.Authority and responsibility: The governing body of DEA shall be the Board of Directors. The Board of Directors will serve as the long-range planning and policy-making authority of DEA, responsible to the Membership and will serve as the management resource to the President in the implementation of IEFBA-SA policies. The Board shall hold ultimate authority as well as responsibility for the affairs and policies of DEA. The Board may adopt such rules and regulations for the conduct of its business as shall be determined advisable. <br />The Board shall actively pursue the objectives of DEA and control its financial policies. The Board shall invest any moneys of the organisation not immediately required for any particular purpose in such manner as may be determined from time to time, provided that the funds available for investment may only be invested with registered financial institutions. No profits or gains shall be distributed to any person and the funds of the DEA shall be utilised solely for investment or the objects for which it was established.<br />SECTION 3.Nomination and election: Elected Board members will be nominated and voted upon by mail or at the annual general meeting.<br />SECTION 4.Term of office of elected board members: The term of elected members of the Board shall be two years. The term shall begin at the end of the annual general meeting at which time the member's election is announced. <br />SECTION 5.Meetings. The Board of Directors shall meet during each financial year at times and places as the President shall determine. Notice of all such meetings shall be given to the Directors not less than thirty (30) days before the meeting is held. All Board members are required to attend at least two (2) Board meetings. Failure to do so, will be subject to removal from the Board, except in special cases. Special meetings of the Board may be called by the chairperson or at the request of three (3) directors by notice mailed, delivered, faxed, electronic mail, telephone or telegraphed to each member of the Board of Directors not less than seven (7) days before the meeting is held.<br />SECTION 6.Quorum. A quorum of the Board shall consist of the majority of members.<br />SECTION 7.Voting. Voting rights of an elected director shall not be delegated to another nor exercised by proxy. Chapter Presidents may delegate their voting rights to another officer of the chapter by providing a written notice of such delegation to the chairman of the Board.<br />SECTION 8.Voting by mail. Action taken by written ballot of the members of the Board of Directors, in which the majority of Directors, in writing, indicate themselves in agreement, shall constitute a valid action of the Board and shall be reported at the next regular meeting of the Board.<br />SECTION 9.Vacancies and removal. Any vacancy occurring on the Board of Directors between elections shall be filled by the Board of Directors. A Director so elected to fill a vacancy shall serve the unexpired term of his/her predecessor.<br />SECTION 10. Compensation. Directors and elected office bearers shall not receive any compensation for their services unless agreed in advance. <br />Article V<br />OFFICE BEARERS OF DEA<br />SECTION 1.Elected officers: There shall be seven (7) elected officers of DEA: President-Elect, Senior Vice President for Programmes, Senior Vice President for Publications and Research, Senior Vice President for Membership, Senior Vice President for Finance and Control, Senior Vice President for Economic Development and Senior Vice President External Relations.<br />SECTION 2.Non-elected officers:<br />a.The President-elect shall serve a term as President and a term as Immediate Past President following the term as President.<br />b.An Executive Secretary shall be appointed by the Board of Directors.<br />c.Each chapter shall designate its President to represent it as a Senior Vice President of the DEA. Such officer shall be a member in good standing of DEA.<br />d.The President and each Senior Vice President shall be empowered to nominate to the Board of Directors one or more Vice Presidents to assist him/her in his/her duties as deemed appropriate. The President shall forward nominations to the Board for approval and appointment of the nominees.<br />SECTION 3.Qualification of officers: All elected and appointed officers of DEA shall be members in good standing.<br />SECTION 4.Term of office: The term of office for all elected and appointed officers shall be two (2) years. Officers begin their term at the end of the annual general meeting.<br />SECTION 5.Re-election: All elected and appointed officers shall be eligible for re-election or re-appointment except the Immediate Past President and the President-Elect. In the event that the office of the President becomes vacant, the President-Elect shall fill the unexpired term of his/her predecessor as well as the term of office to which he/she had been elected in his/her own right.<br />SECTION 6.Vacancies: Vacancies in any elective office, except the President and the President-Elect, may be filled for the balance of the term by the Board of Directors at any regular of special meeting. In the event the officers of both the President and the President-Elect shall become vacant, the Past President shall assume the duties of the President.<br />SECTION 7.Removal: The Board of Directors may, by a majority vote of all its members, remove any officer from office if deemed by them to be in the best interest of DEA.<br />Article VI<br />DUTIES OF LINE OFFICERS<br />SECTION 1.Officers<br />a.President/Director: The President shall preside at all meetings of DEA. The President shall be an ex-officio member of all committees and shall be chairperson of the Board of Directors. The President may, in the absence or disability of the Senior Vice President Finance and Control, sign or endorse cheques, drafts or notes and shall have the usual powers of supervision and management as may pertain to the office of the President and perform such duties as designated by the Board of Directors. The President shall have the power to appoint other committees in order to effectuate the proper and efficient functioning DEA.<br />b.President/Director-Elect: The President-Elect shall be a member of the Board and shall assist the President in the performance of duties as the President shall determine. In the event that both the President and President-Elect being absent from the meetings of DEA, the President shall appoint someone to preside.<br />c.Immediate Past President: The Immediate Past President shall be a member of the Board and shall assist the President in the performance of duties as the President shall determine. The Immediate Past President shall serve as the chairperson of the Nominating Committee.<br />d.Senior Vice President, Programmes: The Senior Vice President, Programmes shall be a member of the Board and shall have the following areas of responsibility: conferences and seminars, annual conference site selection, call for papers, preparation of conference proceedings, speakers' bureau and other such programmes as assigned or approved by the President. The Senior Vice President for Programmes shall be responsible for (1) enforcing the Annual Conference Planning Manual, (2) negotiating the agreement between DEA and the host chapter or region of the annual conference, (3) acting as the liaison between the Board and the Programme chair of the annual conference and (4) ensuring all aspects of the annual conference are competently managed.<br />e.Senior Vice President, Publications and Research: The Senior Vice President, Publications and Research, shall be a member of the Board and shall have the following areas of responsibility: DEA Bulletin, special reports, publications, small business information sources, and such other functions as may be assigned by the President.<br />f.Senior Vice President, Membership: The Senior Vice President, Membership shall be a member of the Board and shall have the following areas of responsibility: membership, chapter development, foundation and corporate support and such other areas of development as may be assigned by the President.<br />g.Senior Vice President, Finance and Control: The Senior Vice President, Finance and Control shall be a member of the Board and shall have the following areas of responsibility: budget, accounting, financial analyses, and such other finance related matters as may be assigned by the President.<br />h.Senior Vice President, Economic Development: The Senior Vice President for Economic Development, shall be a member of the Board and shall have the following areas of responsibility: communication, cooperation, planning and exchange of research on entrepreneurship and Family business as a development strategy in developed and developing countries and such other areas of development as may be assigned or approved by the President.<br />i.Senior Vice President, External Relations: The Senior Vice President for External Relations, shall be a member of the Board and shall have the following areas of responsibility: develop an annual public relations campaign aimed at developing an awareness of the organisation and its abilities and accomplishments in front of the general public, the entrepreneurial public, and the academic community; work closely with DEA senior officers and directors to develop news and public relations activities that will be supportive of, and value to, the overall goals of DEA; and finally, provide liaison and interaction with DEA chapters and various other entrepreneurial and Family business organisations and such other areas of external relations as may be assigned or approved by the President.<br />SECTION 2.Non-elected Officers<br />a.Chapter Presidents: Chapter Presidents representing their respective chapters shall represent the interests and concerns of their chapters and shall perform a liaison function between DEA and the chapter. <br />b.Executive Secretary: The Executive Secretary shall serve as corporate secretary and shall keep minutes of meetings of DEA. If the Executive Secretary cannot attend certain meetings he/she shall arrange for minutes to be taken and shall be responsible for having them prepared and distributed. The Secretary shall notify all officers of their election; shall sign with the President, all contracts and other instruments when so authorised in accordance with the bylaws of DEA. <br />The Executive Secretary shall be the custodian of all membership records; shall receive and process all inquiries and applications for memberships and subscriptions and maintain a current and accurate membership roster. The Executive Secretary shall perform a liaison function between DEA and IEFBA as well as DEA and local chapters. <br />Article VII<br />NOMINATIONS AND ELECTIONS<br />SECTION 1.Nominating Committee: The Nominating Committee shall consist of (1) the Immediate Past President serving as Chairperson, or his immediate predecessor as alternate; (2) two members-at-large to be selected by the Chairperson with due consideration of experience in the affairs of DEA, regional location, and special interests, and with the approval of the President; (3) the current President shall serve as an ex-officio member. <br />SECTION 2.Nominations: The nominating committee shall nominate one or more persons for each of the positions to be filled. Each nominee must be a member in good standing of DEA and must have agreed to serve, if elected.<br />SECTION 3.Procedures: Any member may recommend candidates to the Nominating Committee for consideration. A call for nominees shall be published to all members 30 days prior to the first formal meeting of the Nominating Committee. The name shall be submitted in writing and signed by the nominator with a statement confirming that the person is willing to serve if elected.<br />SECTION 4.Election: Officers and applicable Directors shall be elected by mail ballot or at the Annual General Meeting. Election ballots shall be mailed by the Executive Secretary or designee to all voting members no less than two months prior to the opening date of the annual conference. Write-in votes shall be permitted for all elected officers. Only properly marked ballots received by the Executive Secretary prior to thirty (30) days before the opening date of the conference shall be counted for purposes of election. A majority vote of those members qualified to vote and voting shall elect.<br />SECTION 5.Verification of Election Results: Members of the Nominating Committee in attendance at the Annual General Meeting shall verify the election results by examining all ballots to ensure that no improprieties exist in the final results.<br />SECTION 6.Election Results: Results of the election shall be announced at the Annual General Meeting and published in the DEA Bulletin.<br />Article VIII<br />NATIONAL OR REGIONAL CHAPTERS<br />SECTION 1.Formation of chapters: Any national or multinational group related on a geographical basis may petition to form a chapter if fifteen or more voting members of DEA reside within a geographical area. The petition shall contain the name of the chairperson for the group and at least two (2) assistant chairpersons. Such petitions shall be reviewed by the Board and such chapter status shall be granted upon approval of a majority of the Board. <br />SECTION 2.Removal of a chapter: The Board may, by a majority vote, remove a chapter designation. This action will be invoked should evidence be presented that the membership wished to dissolve its chapter status or in the event the said chapter has violated the by-laws of DEA.<br />Article IX<br />AMENDMENTS<br />SECTION 1.Bylaws: These bylaws may be amended by a two-thirds vote of regular members present at any Annual General Meeting of DEA, notice of such proposed changes having been sent in writing to the Board Members not less than ten (10) days and no more than ninety (90) days before such meeting and subject to the provisions of Article III, Section 2 or by a two-thirds vote of the regular members voting by a sixty (60) day mail ballot. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any twenty-five (25) regular members addressed to the Board. All such proposed amendments shall be presented by the Board to the membership with or without recommendations.<br />SECTION 2.Approval of amendments: All amendments to these bylaws shall be submitted to the Board of Directors of DEA for approval.<br />SECTION 3. Approval amendments must not make the association to cease to exist. <br />Article X<br />AUDIT<br />SECTION 1.Audit of accounts: The accounts of DEA shall be audited by an independent public accountant on an annual basis.<br />SECTION 2.Appointment of the auditor: An auditor shall be appointed by the Annual General Meeting to perform the annual audit.<br />Article XI<br />DISSOLUTION /WINDING- UP<br />SECTION 1.DEA may close down if at least two-thirds of the members present and voting at a meeting convened for the purpose of consolidating such matter, are in favour of closing down.<br />When DEA closes down it has to pay off all its debts. After doing this, if there is property or money left over it should not paid or given to members of the association. It should be given in some way to another non-profit organisation that has similar objectives. DEA general meeting can decide which organisation should be. <br />SECTION 2. On dissolution of DEA, the remaining assets will be given or transferred to another organisation with objects similar to those of DEA, and which is itself exempt from income tax.<br /> END-END-END<br />DEA-18/03/2011<br />