1771 ED Wieringerwerf,
E-mail: (nameatendofline)@xs4all.nl : bakensverzet
Incorporating innovative social, financial, economic, local administrative and productive structures, numerous renewable energy applications, with an important role for women in poverty alleviation in rural and poor urban environments.
"Money is not the key that opens the gates of the market but the bolt that bars them"
Gesell, Silvio The Natural Economic Order
edition, Peter Owen,
This work has been placed in the public domain under a Creative Commons Attribution-Noncommercial-Share Alike 3.0 licence.
Edition 03: 11 December, 2009.
Considering the supply of structures such as those foreseen in the Millennium Development Goals (MDGs) adopted in 2000 to reduce the proportion of the population without access to safe drinking water by 50% by 2015, and the decisions taken in Johannesburg in 2002 during the World Summit on Sustainable Development (WSSD) to reduce the number of people without sustainable sanitation services by 50% and to promote efficient and integrated management of water resources
Considering the improvement of the quality of life of the inhabitants in the project area is not limited to clean drinking water and sanitation facilities but also requires, by way of example, the creation of social, financial, productive and services structures including hygiene education, sustainable recycling of organic and inorganic wastes, local Money systems, interest-free micro-credit systems for productivity increase, facilities for the local production of most of the items necessary for basic project structures, lighting systems for study purposes, local production of high efficiency cookers to eliminate smoke hazards inside and around homes and of mini-briquettes for their operation, water harvesting systems, school construction, nursing centres, medicine distribution points, bicycle ambulance services, food storage facilities, grain mills (all together amongst others hereafter referred to as «the structures »)
To create the structures and support their permanent management by the local populations themselves
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have drafted an integrated project for the improvement of the quality of life of all of the inhabitants in the project area [«project name »] (hereafter “the project”) which is attached to and forms an integral part of this document.
Considering that the execution of the project requires the formation of a charitable association for the period of execution of the project.
Considering that the management of the structures of the project as they are formed pass to a management Cooperative called [[project name]Cooperative]
the signatories hereby create a non-profit humanitarian cooperative association called [name of the cooperative] in accordance with law number [law] and the rules applying in [country]
CHAPTER 1 : NAME – SEAT – DURATION
Article 1 : A non-profit apolitical cooperative association named [ name of the cooperative] (hereafter «the association ») is hereby created.
Article 2 : The association has its seat in [place]. The seat can be transferred elsewhere at the decision of the Board of Directors.
Article 3 : The association is created for the period of execution of the project which shall not exceed ten years.
CHAPTER II : GOAL AND MEANS OF ACTION.
Article 4 : The goal of the Association is the execution of the project.
Article 5 : The Association may use any legal means it may consider necessary to reach its goal.
Article 6 : The Association is a non-profit charity.
CHAPTER III : MEMBERS
Article 7 : The association is made up of one person nominated by each of the signatories.
Article 8 : Membership is terminated by :
-Completion of the execution
of the project.
-Termination of the maximum period of the Association.
-Winding up of the signatory member.
CHAPTER IV : ORGANISATIONS – OPERATION
Article 9 : The organs of the Association are:
Board of Directors.
-The audit commission.
THE BOARD OF DIRECTORS
Article 10 : The Board of Directors is the supreme organ of the Association. It is composed of one representative nominated by each of the signatories. It meets at least once a year in ordinary sitting and from time to time as necessary at the request of the Coordinator or of 50%+ 1 of the signatories.
The Board of Directors is responsible for:
of the policies of the Association.
-Management of the bank accounts of the Association.
-Nomination of the project coordinator.
-Nomination of the independent auditor.
-Nomination of an on-going auditing commission ,and subject to the contents of these statutes, definition of its powers and tasks.
up the Association or any of its organs.
-Decision on any problems not expressly the responsibility of the Coordinator or of other parties to project execution.
Article 11: The Board of Directors elects one of its members Chairman for the duration of the project, and a secretary who may be nominated for a full period of the project or on the occasion of each meeting.
Article 12: Each member of the Board of Directors is (where necessary) paid by the signatory responsible for his or her nomination.
Article 13 : Decisions of the Board of Directors are taken in the presence of all its members. They are valid with a majority vote of at least 50% + 1 of 100% of the members.
A second meeting of the Board of Directors will be convened within 2 weeks where all of the members are not present at the first meeting.. During this second meeting members may decide in the presence of 50% + 1 of 100% of the members. The decisions are taken with a majority of at least 50% + 1 of 100% of the members.
Should 50%+1 of the members not be present at the second meeting or should a majority vote of 50%+1 of 100% of the members not be reached, the Board of Directors is automatically and immediately dissolved and the signatories each elect, on immediate invitation of the ex-Chairman of the Board of Directors or his replacement or replacements, a new representative (different from the preceding one) to the Board.
Article 14 : Decisions of the Board of Directors are noted in minutes and read to the meeting before the close of the meeting. After approval by the meeting they are signed by the Chairman and the person chosen as secretary for the meeting.
THE PROJECT COORDINATOR
Article 15 : The project coordinator is appointed for the duration of the project and is responsible for the execution of the project until transfer of the structures created to the management cooperative [name of the Cooperative].
The project coordinator records the status of inventories, accounts, and budget documents submitted to the Board of Directors.
The project coordinator opens and operates all executive bank accounts including current accounts in the name of the project during the execution phase.
The project coordinator answers to the Board of Directors and informs the Audit Commission of his or her activities, payments and receipts.
Article 16 : The project coordinator’s salary is covered as a separate item in the project budget.
THE AUDITING COMMISSION
Article 17 : The activities of the Association are placed under the control of an independent auditing commission. The auditing commission may include, by way of example, a former national auditor general (chairperson) ; accountants of the signatories, a representative of the regional association of NGOs , a representative of the National Federation of NGOs of the host country; a representative of the [Rural Development Ministry], a representative of the [Ministry of Finance].
The members of the auditing commission are elected by the Board of Directors in principle for the full period of project execution, subject however to annual review and confirmation by the Board.
Article 18 : The Board of Directors may only discharge the Auditing Commission on presentation and acceptation of the annual report and balance sheet of the Association for the year in question and of the final project accounts.
Article 19 : Payment, if required, of the members of the Auditing Commission is the responsibility of the signatories on an equal share basis.
Article 20 : The auditing commission answers exclusively to the Board of Directors. It has full rights of inspection without notice of all the activities relating to the execution of the project and of all accounts and documents of the Association.
THE INDPENDENT AUDITOR
Article 21 : The activities of the auditing commission for the on-going audit of project activities are placed under the control of an independent auditor named by the Board of Directors, at the proposal, where appropriate, of project donors.
The independent auditor is nominated for the period of project execution.
Article 22 : The independent auditor answers to the Board of Directors and to donors and funding institutions. He/she has full rights of inspection without notice of all of the accounts and documents of the Associations relating to the execution of the project.
Article 23 : The independent auditor is paid, if payment is required, by the Association and/or by donors and funding institutions”
CHAPTER V : FINANCIAL PROVISIONS.
Article 24 : The resources of the Association come from:
a) The contributions made by the signatories to the initial capital of the project.
b) Contributions from national or international organisations to the initial capital of the project.
c) Any other legal contribution or right the Association may have.
Article 25 : A capital account will be opened in the name of the project with a banking institution in [place].
Article 26 : All withdrawals from the capital account require the signature of all of the members of the Board of Directors.
Article 27 : Sums withdrawn from the capital account are paid at the request of the project Coordinator into executive accounts of the project operated under the responsibility of the coordinator.
Article 28 : Withdrawals or payments greater than [amount] from the executive accounts of the project must be co-signed by the Coordinator and the Chairman of the Board of Directors.. Withdrawals or payments greater than [amount] are subject to specific authorisation of the Board of Directors.
Article 29 : The annual balance sheet of the Association at 31st December is submitted to the board of Directors within 120 days.
Article 30 : The annual budget of the Association for the following 12 months January-December is submitted to the approval of the Board of Directors before the 30th October each year.
CHAPTER VI : FINAL PROVISIONS.
Article 31 : The first book year of the Association terminates on [date].
Article 32 : The provisions of these statutes may be modified only by unanimous vote after discussion by all of the members of the Board of Directors.
Article 33 : In the event of winding up of the Association, the distribution of its possessions will be decided by the Board of Directors. In case of dissolution or failure to act of the Board of Directors, the signatories will decide in lieu of the Board of Directors.
Article 34 : These statutes take effect on the date they are signed by all of the signatories.
Article 35 : The law of [host country where the project area is situated] applies to the Association where not otherwise expressly foreseen in these Statutes.
Article 36 : Any litigation involving the Association or arising from these Statutes will be referred to the court in [place].
CHAPTER VII: TRANSITARY PROVISIONS.
Article 37 : Until to commencement of execution of the project all of the costs of the Association and the costs of all legal formalities involving the Association are to the charge of the signatories on an equal share basis.
Article 38 : After the commencement of execution of the project the costs of all legal formalities involving the Association, excluding those of the members of the Board of Directors, are to the charge of the project.
Signed in [place] [date]
Attachment : Full documentation for the project [project name]
The Statutes of the Cooperative [name of the Cooperative for the on-going management of the project structures]
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