CONSTITUTIVE AGREEMENT U N CONSORTIUM
Glo bal Development Alliance for Asia & Africa
The undersigned, founders
Established are as follows, the group control is them :
Art. 1 ° / – Denomination
Is constituted according to the provisions of the law on the promulgation of the commercial companies a consortium in the form of an economic interest group with an external activity called :
Glo b al Development Alliance for Asia & Africa
Art. 2 ° / – Headquarters
The headquarters of the consortium is : 22 Avenue de Madrid 1001 Tunis
The group can resort to seats secondary offices, liaison offices, branches in other foreign locations, and remove them.
Art. 3 ° / – Purpose and purpose
Glo bal Development Alliance for Asia & Africa
Is a consortium non-profit group of universities, research and development centers Technology and companies offering services that they deem complementary, which
at) Contribute to the development of member countries through education and culture, through international collaborations and knowledge sharing.
b) establish on the grouping profile annual activity and event plans the group if necessary.
c) develop, as far as possible, framework plans for cooperation and international partnership for the benefit of its members in order to develop the target markets .
d) Represent within the limits of this statute the consortium companies in their relations with the instances domestic and foreign, political, administrative and scientific s public and private, at national and international , as well as institutes, organizations, national and international organizations for which the consortium’s presence is opportune to lasting relationships.
e) Put in place generally activities and services for the benefit of members of the consortia to promote and foster agreements of common interest between different consortia companies , between them on one side and the different organizations on the other.
f) Develop communication activities reflecting the activity of the consortium and its members.
g) G etting up action platforms and profitable promotional consortium members as either individual or collective.
h) Put in place any activity that the statutory bodies consider useful for achieving the ends statutory provisions .
Art. 4 ° / – Duration
The duration of the consortium is fixed until 31/12/20 5 0 , unless there is an extension or a early dissolution.
Art. 5 ° / – Consortium funds
The consortium fund is initially equal to the sum of the initial contributions paid by the founders.
The consortium’s common fund is set up by the contributions of its members, by donations of support and subsidies, by the surplus of annual management and by the levies made for any reason whatsoever for the benefit of the consortium.
The common fund remains indivisible for the entire duration of the consortium and for this reason, the consortia companies, who for whatever reason leave the consortium before the dissolution thereof, shall not be entitled to any partition or assignment of a share to be on the fund itself.
The administrator manages the common fund.
Art. 6 ° / – Consortium members
These are private or public universities , companies and professional training organizations and companies , organizations, associations of services, development, scientific and technological research .
Any person or organization (other than a sovereign state) may become a member of the Alliance if that person or organization:
• Subscribes to the present statutes.
• The Alliance accepts individuals, corporations, organizations, universities and institutions that respect the bylaws and wish to contribute to the achievement of the purpose and tasks of the Alliance.
Art. 7 ° / – Admission
To be admitted as a member of the consortium, you must submit a request to the administrator, subscribed by the legal representative who intends to join the consortium, accompanied by statutory and legal information the legal or physical person and any document deemed necessary by the administrator .
The application must state explicitly took the e knowledge of this status and acceptance of all.
It is assembled th e General by written consultation to decide the acceptance or not of an irrevocable way.
The Consortium must inform the guardianship authorities of any changes according to the regulations in force .
The Consortium must immediately communicate any changes in the legal form of the member companies : company name, name, purpose, registered office, share capital, as well as any other element useful to the identification of the company in relation to its legal, commercial and tax profile.
Art. 8 ° / – Representatives
Each of the legal persons Syndicated or must appoint a delegate to represent it in all its relations with the consortium.
Art. 9 ° / – Obligations of the members of the consortium
Membership in the consortium entails the obligation to observe this Statute, as well as all decisions of the associated instances.
The new member, within five days of receipt of the admission communication, must make an initial contribution to the consortium fund.
The new member must immediately communicate to the consortium any changes relating to the Judicial form of society : s ocial reason , name, object, seat, capital as well as any other element useful to the identification of the company in relation to its profile legal, commercial and fiscal.
Art. 10 ° / – Annual and extraordinary contributions
Consortium members are required to pay annual contribution set by the assembled general e e
The administrator may request extraordinary contributions according to the necessities or specific services specifically requested by some members of the consortium.
Art. 11 ° / – Withdrawal
The consortium company may withdraw from the consortium by sending an application, in the form of registered letter to the Governing Board no later than 30 June of each year;
withdrawal shall take effect on the first day of January of the year following the year in which the application was made.
The right of withdrawal is valid under the terms of Article 28 and what Article 13 valid.
Art. 12 ° / – Partners
The administrator also has the power to admit into the consortium companies or topics that will be designated as partners.
These subjects will have to pay a share annual association, set annually by the General Assembly , and may attend members’ meetings but will not have the right to vote.
Art. 13 ° / – Exclusion
The consortium may decide on the exclusion of the member who:
– would have lost only one pre-requisites for admission
– no longer able to contribute to the achievement of the objectives of the consortium
– have not fulfilled the obligations arising from this Statute, namely those defined by the consortium and which concern it.
The exclusion is decided by the Administrator with written approval by members of the general assembly e e.
In case of withdrawal or exclusion, the member will have no right of return of the share of paid participation e .
Art. 14 ° / – Instances
The bodies of the consortium are:
a) the assembly of members;
(b) the chairman in his capacity as director ;
Art. 15 ° / – Functions
None of the functions related to participation in the consortium’s bodies are remunerated .
Representatives of consortium companies with appropriate powers, according to their social function in their respective enterprises, or the subjects expressly delegated.
Art. 16 ° / – Assembly of the members
The meeting consists of the representatives of the consortium companies, in good standing with concerning the payment of contributions and which have not been made to the application administrator withdrawal from the consortium.
The written proxy given to another member is admitted, but no more than two proxies can be given to the same member.
Art. 17 ° / – Assembly – Role
The following actions fall within the competence of the assembly:
a) discuss and make decisions regarding reports provided by the President on matters consortium.
b) discuss and decide on the implementation budget and the estimated budget;
c) appointment of administrator s s
d) change the status;
e) dissolve the consortium and appoint the liquidators;
f) formulate guidelines for the consortium chairperson to better achieve the objectives.
The assemblies which are for points d) and e) are extraordinary, the others are ordinary.
The assembly can not take decisions on arguments that have not been made to the order of the day.
As long as all members of the consortium and the administrator (consortium chair) are present, assemblies that have not been convened according to the law and according to what has been present status are also valid.
Any written consultation of all the members of the consortium according to the provisions of this statute, the resulting decision is a decision of the ordinary general meeting.
Art. 18 ° / – Constitutive Assembly
During the A constituent G, the founder s appoint a chair and a secretary.
The initiators of the consortium project take the floor. They present the acts they have already done in the name and on behalf of this Consortium .
Then there is a debate between everyone present.
The constituent general assembly names the presidency and the first administrators.
The constituent general meeting must be the subject of a report.
Art. 1 9 ° / – Ordinary meeting
The meeting may be convened when the President or a number of members representing at least one fifth of the total membership consider it appropriate.
The President shall convene the ordinary meeting, at least once a year, on June 30 at the latest, in the form of a registered letter, fax, telegram, mail sent at least eight days before the date fixed by the meeting. The convocation must contain the indications of place, date, and time of the first and possibly e of the second convocation and the agenda.
The second convocation may also be fixed on the same day as the first.
Decisions taken by consultation where the present statute so requires are considered ordinary general assembly decisions, the consultation in writing must be transmitted by letter with written or electronic discharge.
( a) The Ordinary General Assembly is convened annually to be informed and to give its opinion on the balance sheet of the previous year and the project of the following year presented by the Coordination.
(b) The General Assembly elects the 5-member directors .
(c) The General Assembly elects the 15 elected members of the Steering Committee.
(d) The General Assembly is a place of exchange between the members of the consortium. It is organized during a study day on the issues of the Consortium.
(e) The General Assembly is open to the public.
Art. 20 ° / – Extraordinary meeting
The meeting may be called in extraordinary circumstances when the chairman of the consortium or a number of members representing at least one-fifth of the total members of the consortium. consider it appropriate.
The notice will be given in accordance with the formalities stipulated by the ordinary meeting.
Art. 2 1 ° / – Assembly – Presidency
Ordinary and extraordinary meetings are chaired by the chairman of the consortium, or, in case of impediment by a member designated by the assembly itself.
The president will be assisted by a secretary appointed by the assembly.
The decisions of each meeting will be recorded in minutes signed by the President and the secretary.
Art. 2 2 / – Assembly – Validity
Ordinary and extraordinary meetings are valid for the first convocation if the number of members present represents at least half of the total membership; and in second summons, the said assemblies are valid regardless of the number of members present.
Decisions are taken following an open ballot vote, at the majority of the members present.
Art. 2 3 ° / – Assembly – Vote
At the meeting, all members who have regularly subscribed and paid their own share have right to one vote.
Art. 2 4 ° / – President
The chairman of the consortium is appointed by the ordinary general assembly , must be appointed from among the founding members of the consortium, or one of the consortium members with a seniority of more than 6 years. ; He remains in office for three years and can be re-elected.
The president is the legal representative of the consortium vis-à-vis third parties and during judgments, and has power to appoint lawyers, advisers, consultants .
He is the executor of the decisions of the assembly.
The chairman of the consortium may decide to reimburse the costs of advisers related to the execution of their mandate.
The president can rely on one or more vice presidents, a secretary general and a treasurer .
(a) The President ensures the day-to-day management of the Consortium , the conditions and the election take place under the same conditions as for the President .
(b) It implements the scientific and budgetary policy defined by the Steering Committee.
(c) He is the intermediary between the scientific authorities in charge and the Steering Committee which he examines of all his actions.
(d) He is the intermediary between the Scientific Council and the Steering Committee.
(e) I Miss prepares the annual report of the Consortium.
Art. 2 5 ° / – Administrative support of the President
The presidency is supported by one or more full-time or part-time administrative officers delegated by the members whose working time quota devolved to the Consortium is reimbursed annually to its main employer by the Consortium.
Art. 2 6 ° / – Role of the chairman of the consortium
The administrator in particular:
a) appoint the s s adviser (consultant s), host s consortium, and by annually renewable contract in accordance with the law, and to assist the consortium in achieving its objectives following the annual actions plans presented by the latter,
b) review and approve or reject applications for membership and withdrawal submitted to the Consortium by consortium members or partners.
c) examine and propose to the assembly initiatives concerning the consortium;
d) formulates each year the executive budget and the estimated budget that will be proposed to the assembly with the assessment of the contributions due by the members.
e) determine the initial, annual and extraordinary associative shares;
f) appoint commissions for specific objectives and work, also calling for participate, when necessary, from outside the consortium;
g) predisposes and submits for the approval of the general meeting of the members of the consortium the possible amendments to this statute;
Art. 2 7 ° / – Powers of the director – chairman of the consortium-
The administrator of the consortium is referred to the powers of ordinary and extraordinary administration necessary for the conduct of the consortium’s own activity, the achievement of the objectives Statutory – all that is not reserved in a limiting manner at the meeting being referred to the director (chairman of the consortium) .
It may also appoint representatives, even non-members of the consortium, to bodies or organizations outside the consortium.
The administrator must give his opinion in writing on any object which is submitted for examination by the export advisor .
Art. 2 8 ° / Steering Committee
The Steering Committee consists of:
– of the Director President
– twelve (1 2) Maximum members elected in registered single ballot by the General Assembly
– one or more honorary members appointed by a majority, for the duration of the mandate of the Steering Committee, because of their expertise, within the limit of one fifth of the number of elected members.
(a) The Steering Committee defines the scientific and budgetary guidelines of the consortium.
(b) It meets at least 2 times a year.
( c ) The members of the Steering Committee review the dossiers, fill out an expert report and, if necessary, call on external experts.
( d ) The Steering Committee draws up the Consortium’s annual scientific project.
( e ) The Steering Committee works closely with the members of the Consortium in order to raise the needs of the community and the wishes for scientific and budgetary orientation.
Art. 2 9 ° / Independent Scientific Council
The Scientific Council is made up of 4 to 12 international experts, appointed by the Steering Committee because of their skills and expertise in the areas of activity of the Consortium .
(a) The Scientific Council analyzes each year the report submitted by the Consortium’s steering committee .
(b) It issues a scientific opinion on the activity of the past year and the project for the coming year at the Ordinary General Meeting. This opinion is included in the minutes of the General Assembly.
Art. 30 ° / – Budgets
The financial years are from January 1st to December 31st of each year.
For each financial year, a provisional budget and a final budget must be drawn up.
Each of them is prepared by the director and approved by the general meeting common membership of the consortium.
Art. 3 1 ° / – Modifications
The modifications of this statute fall within the competence of the general assembly members of the consortium and will have to be approved following a favorable vote majority.
Art. 3 2 ° / – Withdrawal
The right of withdrawal is given to the members of the consortium who do not agree with the changes to the status. The withdrawal must be communicated by registered letter thirty days after the announcement of the statutory modifications made.
The withdrawal will take effect on the first of January of the following year.
Art. 3 3 ° / – Dissolution
The dissolution of the consortium must be decided by the extraordinary general assembly on proposal of the Governing Board or a number of members of the consortium representing less than half the number of voters.
For the dissolution decisions to be valid, a favorable vote of the number of members of the consortium representing at least three quarters of the votes of all members of the consortium.
Art. 3 4 ° / – Method of resolving disputes that may arise between members of the consortium
In case of conflict parties to the conflict are addressed to a conciliator or a mediator or arbitration award of ilo be in writing and reasoned.
the parties are free to appoint the arbitrator (s);
the arbitrator may be chosen on the basis of his relevant experience;
the hearing may be private and confidential subject to the provisions of the Access to Information Act and some Privacy Act ;
arbitral awards are enforceable.
Art. 3 5 ° / – Final provisions
It remains understood between the parties to this consortium that they reserve the right to rectify and make any changes to this statute which they subsequently consider more useful.
For all that is not envisaged by the present statute, it is the norms of the common law which are valid.
Done at Tunis on December 10, 2018