In keeping with the same policy of complete transparency we demand of our government, we here at the Citizens’ Initiative for Change are publishing our Statutes, to be followed shortly by our Internal Bylaws, for the benefit of our English-speaking readers.
ICC STATUTES
I. FORM – OBJECTIVES – TITLE – LOCATION – DURATION
Article One. – Form.
Between those present and all who subsequently will adhere to the present statutes and fulfill the conditions fixed here, a civil association is formed, in accordance with Law N. 64/098 of June 9th 1964, modified by Laws N. 73/007 of January 23rd, 1973, 73/157 from July 2nd, 1973, relating to voluntary associations, 2000/43 of July 26th 2000, relative to specific organizations of developmental associations and their respective applicative texts, as well as the present statutes.
Article 2. – Objectives.
The association has as a primary objective the promotion of democratic culture, civic values and engagement in favor of the awakening of a patriotic consciousness, the civic education of citizens, the full and complete exercise of their fundamental rights, the expression of their suffrage in a free and transparent manner, the anchoring of concepts of citizenship, the support of a sense of belonging to a nation, the consolidation of the rule of law and the establishment of pluralist, stable institutions in Mauritanian, and generally all action facilitating the establishment of these objectives. As an association the Citizens’ Initiative for Change is dedicated to institutional development.
The Citizens’ Initiative for Change is neither a political party, nor its nucleus, nor even the initial stages of a plan for a party, and does not stand in elections. Those among its members who harbor the ambition, an entirely justifiable one, it should be added, to compete for elected office are obliged to run as independent candidates or candidates affiliated with a party of their choosing.
The Citizens’ Initiative for Change sees itself as a transcending current of thought independent of political formations. Membership in the ICC is perfectly compatible with membership, including leadership responsibilities, in various political formations.
Article 3. – Title.
The association adopts as its title the “Citizens’ Initiative for Change” (Initiative Citoyenne pour le Changement), to abbreviated henceforth as the ICC.
Article 4. – Location.
The headquarters is to be located in Nouakchott.
It may be transferred to any other location in the same city by the sole decision of the Executive Committee and to another locality by the decision of an extraordinary general assembly of its members.
Article 5. – Duration.
The association’s existence is fixed at 99 years, save in the event of its early dissolution, voluntary or otherwise.
II. ASSOCIATION MEMBERSHIP
Article 6. – Membership eligibility.
The association is composed of its members. It is open to all individuals, groups or citizens desiring membership, and committed to respecting its statues and internal bylaws, as well as effectively participating in its actions.
Article 7. – Dues, voluntary contributions and resources.
The association’s resources come from the annual dues and voluntary contributions of its members, subsidies, donations and legacies from persons, real or institutional, be they public or private, national or international, as well as payments for services the association might provide to governments or institutions.
The level of annual dues is set but the Executive Committee. To commence, the level of dues is fixed at 10,000 Ouguiya. The conditions of payment are to be defined by the Executive Committee, contingent upon the association treasury’s requirements and the true abilities of its members to contribute.
A contribution fund is established to collect donations and payments received in addition to dues. This fund is destined for the completion of action plans approved by the Executive Committee.
In passing, the association is disposed to provide services for compensation to government or public or private institutions in the scope of its mission.
Article 8. – Membership, Renewal, Resignation, Exclusion.
The internal bylaws set the membership and membership renewal conditions as well as conditions for the resignation or exclusion of a member. The resignation or exclusion of a member, even if the member occupies a leadership position, does not terminate the association, which will continue to exist legally and to exercise its normal activities through other members.
Article 9. – Limits on the liability responsibility of association members and leaders.
The associations assets are liable only to commitments contracted in its name, without any association or Executive Committee members being held personally responsible for these commitments, under the reserve of the eventual application of legal or regulatory means in application, relation to the seizure and the liquidation of voluntary associations.
III. ORGANIZATION
Article 10. – The Executive Committee
The association is led by an Executive Committee composed of nine (9) members at the least and twenty-one (21) members at most, following the internal bylaws’ stipulations, in accordance with the effective needs of the association and the number of memberships, chosen by the ordinary session of the General Assembly among the association’s members.
The length of the Executive Committee’s tenure is fixed at three (3) years, understood as fiscal years, generally, corresponding with finances.
Nonetheless, as an exceptional measure the mandate of the first Executive Bureau’s mandate will expire at the conclusion of the Ordinary Assembly, ruling on the transactions of 2006.
This assembly will proceed by a renewal or reelection of the Executive Committee’s members. The Executive Committee will be renewed by reason of one-third of its members each year, following a determined order, if there are no volunteering departures, for the first time (with a maximum of two occurrences) by drawing of lots, and then according to the seniority of those in the exercise of their mandates. The first renewal will take place during the General Assembly ruling upon orders of business in 2006.
Article 11. – The Executive Bureau of the Executive Committee
The Executive Committee designates, for a period of three years, in its body, a President, one or several Vice Presidents, an executive secretary, a spokesperson, an organizational secretary, a treasurer, and members, who constitute the Executive Bureau. The positions of members in the Executive Committee and/or the Executive Bureau are, in principle, unpaid. However, those leading members call upon to exercise their mandates in a manner that requires a significant commitment of their time may receive indemnities proportional to the time required, according to the association’s means.
One or more honorary presidencies may be attributed, by the Executive Committee, to significant personalities from religious, academic or cultural backgrounds, known for their integrity, their uprightness, their intellectual honesty and their freedom of mind, and whose presence would bring credit to the association.
Article 12. – Meetings and Executive Committee Decisions
- The duration and aspects of Executive Committee meetings are governed by the internal bylaws.
- Absent members may accord proxy powers to other members of the Committee to represent them. Decisions are made by a simple majority of the votes of members present or represented in due form, each member holding only a single vote. In the event of a split vote, the vote of the president serves to break the impasse.
- The modalities of the observation of Committee decisions are fixed by the internal bylaws.
Article 13. – Executive Committee’s powers
The Executive Committee is invested with the broadest powers: the president is charged with executing the decisions of the Executive Committee and assuring the association’s good functioning, which he represents legally and in all aspects of civil life.
The vice president or vice presidents second the president in the execution of his or her duties and replace her in the event of her absence or delay, according to their order of seniority.
The association’s spokesperson serves ass the secretary for public affairs, the designated interlocutor for the media and the member charged with the maintenance of the association’s website.
The treasurer keeps the associations accounts, and, under the supervision of the president, makes all payments and receives all fees. The treasurer signs all checks along with the executive secretary and, with the authorization of the Executive Committee, handles the withdrawals and transfers of all goods and monies; he or she is the guardian of the association’s funds.
The organizational secretary is charged with the coordination and organization of specialized bodies.
IV. GENERAL ASSEMBLIES
Article 15. – Composition and regularity.
Members meet in General Assemblies, which are deemed Extraordinary when their decisions involve a change of statues and/or the early dissolution of the association, and Ordinary in all other cases.
The General Assembly comprises all members of the association. None may be represented by a non-member. When the number of the association’s members becomes such that it is impossible to meet under the same roof, the internal bylaws will define an appropriate system of indirect representation. The Ordinary General Assembly is held each year in the six months following the period’s closure, at the invitation of the Executive Committee, at the day, hour and place indicated in the invitation.
Furthermore, an Ordinary General Assembly may be convoked under exceptional circumstances by the Executive Committee, when it judges necessary, or at the behest of at least one third of the association’s members, regardless of their category.
Article 16. – Convocation and the order of the day.
The circumstances of assemblies’ convocations are fixed by the internal bylaws.
Article 17. – Assembly Bureau
The assembly is presided by the president of the Executive Committee or, by default, by the acting vice-president. The secretary’s duties are filled by the Executive Secretary or, in his or her absence, by a member of the assembly designated to this end. He or she presents an attendance form signed by all association members entering the session and validated by the president and the session’s secretary.
Article 18. – Voting
Each member of the association has the right to one vote and as many additional votes as members he or she represents, however, a member may not represent more than two other members. Only members compliant in the payment of their dues hold the right to vote.
Article 19. – The Ordinary General Assembly
- The Ordinary General Assembly receives the Executive Committees report on its management and the association’s official and financial situation; it approves or contests the elapsed period’s accounts, on the basis of the Accounts Commissioner’s report, sees to the replacement of Executive Committee members, and, generally, deliberates on all questions of a general interest and those submitted by the Executive Committee, with the exception of those involving a change in statutes or internal bylaws.
- For its decisions to be valid, the Ordinary General Assembly must be composed of at least a quarter of the association’s members or their representatives. If this condition is not fulfilled, the assembly is convoked anew, in the form and time limits specified under article 16 above and, during the second meeting, its decisions are valid regardless of the number of members present or represented, but only on questions pertaining to the previous assembly’s order of the day. These decisions are taken on the basis of the majority of members and those properly represented members’ votes, and are actionable and applicable to all members, including those in dissent and those absent without representation.
Article 20 – The Extraordinary General Assembly
- The extraordinary general assembly may change statues, in all their entities; it may, notably, decide upon the association’s early dissolution or its merger with other associations.
- So as for its decisions to be valid, the extraordinary general assembly must comprise at least a third of members or their representatives. If this condition is not met, the Assembly convoked again in fifteen days’ time, in the form prescribed by article 16 above, and during this second meeting, it decides authoritatively regardless of the number of members present and their representatives, but only on questions pertaining to the first assembly’s order of the day. The Extraordinary General Assembly’s decisions are taken with a two-thirds majority of the vote of members present or properly represented and apply fully to all members, including those in dissent and those absent without representative.
V. ASSOCIATION’S RESOURCES
Article 21. – Assets
The association’s annual assets are composed of:
- Dues and voluntary financial contributions paid by its members.
- Revenue from goods or securities it owns;
- Payments from services provided to third parties;
- Other resources the association can collect from subsidies and donations offered it under legal conditions.
Article 22. – Reserve funds
On the simple decision of the Executive Committee, a reserve fund comprising the surplus of annual revenue over annual expenditures may be constituted.
Article 23. – Reference period
The reference period will correspond with the calendar year; exceptionally, the first period will commence with the date of the association’s recognition and end on December 31st, 2006.
VI. DISSOLUTION PROVISIONS
Article 24. – Dissolution and liquidation
In the event of the association’s early, voluntary, statutory or forced dissolution, the Extraordinary General Assembly will designate one or more liquidators who will hold the broadest powers to evaluate assets and acquit liabilities, following the potential return of assets to contributories.
The net product of the liquidation will be bestowed an association with a similar objective or a public or private institution, designated by the extraordinary general assembly of members.
Article 25. – Internal bylaws
The bylaw referred to under various articles of the present status, and which form an indispensable complement, will bear the same force as these, and will be enacted as such by each member of the association as soon as elaborated by the Executive Committee
VII. REQUIREMENTS
Article 26. – Declaration and publication
The Executive Committee will fulfill the requirement of declaration and publication prescribed by law. All powers are conferred to this effect to the bearer of the original.
Completed in Nouakchott, on April 18th 2006,
For the constitutive assembly
Session President Session Secretary
