Bylaws

  

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STATUTES APPROVED AT THE CONSTITUTIVE GENERAL MEETING OF DECEMBER 05, 2020

 

* Preamble

* Purpose and composition of the association

* Resources

* Administration & operation

* Internal Regulations, modification of the Statutes, conflicts of interest & Dissolution, Merger or Transformation of the Association

 

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Preambule

 

In 2011, during the AfriNIC 15 meeting held in Cameroon, a decisive observation was made throughout the workshops offered for this purpose. There appeared to be a lack in terms of collaboration and networking (institutional and associative, included) between technicians and engineers of network operators and other (para) public establishments represented. This observation motivated the interest in initiating a mobilization of all Cameroonian participants in this annual Internet summit at the African level. This is the starting point of the Cameroonian Network Operators Group, as a de facto association, offering a collaborative platform to all enthusiasts and other players in the development of the Internet, in the Cameroonian context. After several years of efforts, provided by a few committed volunteers, it is opportune to begin the legal formalization of this movement.

The idea behind this association is to fill the existing collaborative gap between operational players in the telecommunications, ICTs, Internet and network engineering ecosystem in Cameroon. The sustainable development of the telecommunications ecosystem, in Cameroon and elsewhere, requires the ability to address the right questions relating to the legal and regulatory framework, governance, capacity building, research development, production ( drafting) open standards, security policies, network deployment and their uses. To this end, cmNOG aims to be an organization for the promotion of good practices, offering its members a user-friendly framework for the exchange of information, experiences and good practices, bringing together operational actors and enthusiasts of network engineering around the fields of security, new technologies, governance, and Internet development, in Cameroon.

 

Part I - Purpose and composition of the association

 

Article 1 - Constitution
It is declared by the members of these Statutes, an association, apolitical and non-profit, governed by Law No. 90/053 of December 19, 1990, on Freedom of Association in Cameroon. The de facto association, existing since 2011, the effective year of creation; as several actions carried out and documented since then can confirm.

Article 2 - Name
The name of the association is: GROUP OF CAMEROONIAN NETWORK OPERATORS; in English CAMEROONIAN NETWORK OPERATORS ’GROUP. Its acronym is "cmNOG".

Article 3 - Purpose
Article 3.a - Purpose
The Association aims to: "Contribute to the sustainable development of network engineering in Cameroon"

Article 3.b - Objectives
The Objective of cmNOG is network engineering in all its aspects.

CmNOG participates in the development of various open protocols (standards) governing the Internet.

Cameroon's official languages, French and English, are the two languages ​​used within cmNOG.
By contributing to the sustainable development of network engineering in Cameroon, the cmNOG Association aims at the following objectives:

Objective I: manage the most active mailing list in Central Africa for network and system professionals
KR # 1: Reach 10,000 mailing list subscribers in three years

KR # 2: Maintain a percentage of active subscribers of 30%

KR # 3: Bring together 100% of all categories of network operators represented in Cameroon

Objective II: Organize the largest event on the networks of Central Africa
KR # 1: Organize a conference in three years bringing together at least five hundred participants.

KR # 2: train at least two hundred engineers each year in the latest IP technologies.

KR # 3: Build in three years a growing local team of at least twenty international trainers, on network engineering subjects.

KR # 4: Provide participants with a test bed in three years covering most of the advanced technologies in network engineering.


Objective III: Provide services to develop the Internet industry
KR # 1: Manage in three years at least three public services used by all network operators in Cameroon.

KR # 2: Promote the adoption of one bill per year, in the National Parliament, aimed at improving the Internet industry in Cameroon

KR # 3: Publish an annual report presenting the state of the Internet in Cameroon

Objective IV: Promote the adoption of best practices and operational tools in Cameroon
KR # 1: Write at least one document per year to capture current good operational practices (BCOP) applicable in the Cameroonian context

├ KR # 2: Deliver 95% or more of all our services using Free / Open Source Software solutions (FLOSS)

├ KR # 3: Establish a dashboard between the different network operators to monitor key performance indicators (KPI)


Article 4 - Headquarters
The head office is located in Yaoundé, whose postal address is specified in the Internal Regulations.

It can be transferred anywhere in the Yaoundé agglomeration by simple decision of the Board of Directors.

For any other transfer, ratification by the General Assembly will be necessary.

Article 5 - Duration
The association is incorporated for a period of ninety-nine (99) years.

The General Assembly can deliberate on its sustainability.

Article 6 - Members
a) Categories

The association is made up of five categories of members: founding members, associate members, network operator members, associate members and benefactor members.

1 °) Founding members are all the volunteers who took the initiative to create cmNOG in 2011, as a de facto association, the main financial supporters and actors of the Reboot cmNOG initiative ”, phase 1 and phase 2. The list of all these people is attached to mark the recognition of cmNOG to them. This list will also be available on the official cmNOG website.

2 °) Adherent members:

legally capable individuals, provided they adhere to these Statutes and the Internal Regulations.

The representative of a legal person does not fully enjoy, in a personal capacity, the advantages of being a full member unless he is also registered as a full member of cmNOG.

3 °) Network operators are members:

companies providing network services in Cameroon;

any organization benefiting from the status of network operator on Cameroonian territory;

.

4 °) Are associate members:

All other types of legal persons, other than network operators (in particular public legal persons, private companies, associations law N ° 90/053, grandes écoles, universities, research laboratories, unions, non-governmental organizations) approved by the council administration, on the proposal of the Executive Board.

5 °) Benefactor members:

Benefactor members are people who make a particular contribution to the running of the association and who wish to support its development, considering that the development of network engineering in Cameroon is a challenge for society.

Only founding members and adherent members, up to date with their subscription, have the right to vote at the General Assembly.

The amount of the contributions of associate members and network operators will be negotiated by the Executive Board, then validated by the Board of Directors; which also sets the amount of annual membership fees.

b) Acquisition of the status of "full member", "associate member", "network operator member", or "benefactor member"

To become a member of the association, one must be approved by the Executive Board, after approval by the Board of Directors, whose decision in the matter must be justified.

Members undertake to comply with the regulations and laws in force.

c) For all members, network operators and associates:

The renewal of membership from one year to the next is tacit except non-renewal of membership decided by the Executive Board, and confirmed by the Board of Directors, before December 15 of the previous year or by the member concerned under the conditions set out below.

Any year committed is due.

d) Loss of membership

For legal persons, the quality of adherent member of the association is lost by:

non-renewal notified by simple letter addressed to the President of the association no later than December 15 of the previous year;

non-payment of the year's contribution

the extinction of the organization or its closure;

the dissolution, for any reason whatsoever, of legal persons, or their declaration in a state of reorganization or judicial liquidation,

the exclusion pronounced by the Executive Board, validated by the Board of Directors, for serious reasons, the person concerned having been previously invited to assert his means of defense.

For natural persons, the quality of adherent member is lost by:

resignation or death,

the exclusion pronounced by the Executive Board, validated by the Board of Directors, for serious reasons, the person concerned having been previously invited to assert his means of defense.

The loss of the quality of benefactor member is lost by

resignation notified by simple letter addressed to the President,

by the cessation of their activity or their death,

by exclusion pronounced by the Executive Board, validated by the Board of Directors; which also sets the amount of annual membership fees.

b) Acquisition of the status of "full member", "associate member", "network operator member", or "benefactor member"

To become a member of the association, one must be approved by the Executive Board, after approval by the Board of Directors, whose decision in the matter must be justified.

Members undertake to comply with the regulations and laws in force.

c) For all members, network operators and associates:

The renewal of membership from one year to the next is tacit except non-renewal of membership decided by the Executive Board, and confirmed by the Board of Directors, before December 15 of the previous year or by the member concerned under the conditions set out below.

Any year committed is due.

d) Loss of membership

For legal persons, the quality of adherent member of the association is lost by:

non-renewal notified by simple letter addressed to the President of the association no later than December 15 of the previous year;

non-payment of the year's contribution

the extinction of the organization or its closure;

the dissolution, for any reason whatsoever, of legal persons, or their declaration in a state of reorganization or judicial liquidation,

the exclusion pronounced by the Executive Board, validated by the Board of Directors, for serious reasons, the person concerned having been previously invited to assert his means of defense.

For natural persons, the quality of adherent member is lost by:

resignation or death,

the exclusion pronounced by the Executive Board, validated by the Board of Directors, for serious reasons, the person concerned having been previously invited to assert his means of defense.

The loss of the quality of benefactor member is lost by

resignation notified by simple letter addressed to the President,

by the cessation of their activity or their death,

  • by the exclusion pronounced by the Executive Board, validated by the Board of Directors, for serious reasons, the person concerned having been previously invited to present his means of defense.

Where applicable, the Internal Regulations specify the terms of application of the aforementioned provisions.


 

Partie II – Ressources

Part II - Resources

Article 7 - Resources
The Association's resources come from:

Contributions from founding members, members, network operators, associates and benefactors;

Various contributions from members, in particular Network Operator Members, Partner Members and Voluntary Members, in strict compliance with the law.

Of all resources authorized by law and jurisprudence, and ministerial responses.

The modalities of the contributions of operator members, Partner members, and Voluntary Members are specified by the Internal Regulations.

Article 8 - Permanent Technical Advice
The Permanent Technical Council (CTP) is the underlying operational structure of cmNOG, responsible for the maintenance and deployment of infrastructure and services.

The CTP is made up of volunteers who have worked hard (see founding members) to operate the infrastructure and guarantee the continuity of the administration and services (mailing lists, official website, wiki, etc.) of cmNOG, since 2011.

The CTP has a technical team whose recruitment and capacity building are under its full responsibility.

Members of the cmNOG Technical Team are not required to be members of cmNOG. However, they are recommended to join the Cameroonian rights association. Moreover, they are not necessarily members of the CTP.

The CTP implements the directives of the General Assembly (GA) relating to the development of infrastructure and services and reports to it at each GA.

The CTP collaborates with the Board of Directors (CA) and the Executive Board, on technical / technological issues (infrastructure & services), and provides them with information / tutorials / technical articles, trainers and panelists, among others, to Requirement.

In addition, the CTP has the power to renew its staff, if it deems it necessary, in the event of resignation, radiation or death. Thus, in addition to the inherited members, the CTP can acquire at most one new member in the space of one year. However, the membership of the CTP cannot reach ten (10) members.

The updated list of CTP members is published on a dedicated web page with their public profiles, including the following information: (1) SSH public key; (2) PGP public key.

In addition to the Internal Regulations (RI) of cmNOG, the CTP has an internal code of conduct that takes into account the security aspects related to the administration of a technical infrastructure.

Part III - Administration and operation

Article 9 - Board of Directors
a) Composition

The board of directors is made up of nine (09) members, including eight (08) elected and one (01) permanent representative of network operator members.

They are renewable by thirds.

Eight (08) members are elected by the Ordinary General Assembly from among the founding and adhering members, whose candidatures have been selected for the positions filled, by a simple majority of the validly cast votes (by members present or represented). Their mandate is two years, it is renewable only once.

The designation of the permanent member is made on a rotating or collegial basis, among the representatives of network operator members.

Members of the Board of Directors who have served two consecutive terms may, however, represent their candidacy after a waiting period the duration of which is equal to one term; that is two years.

In order to allow a third party renewal of the nine (09) directors, the new statutes take effect as soon as they are adopted by the Constitutive General Meeting of December 5, 2020. The modification of the term of office applies to all of the two-year mandates in course and the three additional terms of office to come upon adoption of these statutes.

In the event of a tie, the President's vote is decisive.

To be eligible, members must:

be up to date regarding the payment of the annual subscription by the deadline set for the submission of candidatures, have been a member for at least one year;

have sent their application to the official contacts of the association no later than 15 days before the date of the General Assembly.

In the event that one or more elected director positions become vacant, the board of directors may temporarily fill them by co-option. The functions of the directors thus co-opted end at the end of the term of office of the resigning member whom they replace. The co-opted member will be deemed to have served a first term regardless of the remaining term of office, and may only apply for a single new term. The functions of the administrators cease by the resignation, the loss of the quality of member of the association, the revocation pronounced by the ordinary General assembly only for just reasons, and the dissolution of the association. This does not affect the procedure for replacing the permanent member of the Board of Directors.

b) Powers

The board of directors is vested with the broadest powers to manage, direct and administer the association, subject to those statutorily reserved for general meetings, and in particular:

1 °) It defines the policy and general orientations of the association.

2) It decides on the acquisition and disposal of all movable property and movable objects, has all repairs, all work and fittings carried out, and buys and sells all securities and securities.

3 °) He leases and acquires any building necessary for the achievement of the object of the association, grants all leases and mortgages on the buildings of the association, proceeds to the sale or exchange of said buildings, carries out all loans and grants all guarantees and sureties.

4 °) It decides the main lines of communication and public relations actions.

5 °) It fixes the budgets and controls their execution.

6 °) It closes the accounts for the closed financial year.

7 °) It appoints the statutory auditors, incumbent and substitute.

8 °) It elects the President from among its members and appoints and dismisses the members of the Executive Board.

9 °) If an execution team is created, it appoints and dismisses its manager.

10 °) He approves the internal regulations of the association.

11 °) He authorizes acts and commitments beyond the scope of the president's own powers. He may delegate some of these powers to the Executive Board for the day-to-day management of the association.

12 °) The board of directors may appoint an Honorary President.

c) Operation

The board of directors meets at least twice a year, at the initiative and on convocation of the chairman or at the request of one third of its members.

Notices are sent by ordinary letter or by e-mail and sent to the directors at least 15 days before the date set for the meeting. The agenda is established by the president.

The board of directors can validly deliberate, if at least half of the members are present or represented (quorum) physically, by telephone, videoconference or any other technological process.

Decisions are taken by a majority of the members present or represented. In the event of a tie, that of the president is decisive.

Each legal person member is represented by its legal representative in office or by any other person whose authorization for this purpose has been notified to the association in full compliance.

Members who are natural persons can only be represented by another member of the Board of Directors.

A member of the Board of Directors can only have two powers in addition to his own.

The board of directors may hear any person likely to inform its deliberations.

Minutes are kept of the meetings of the board of directors.

The minutes are drawn up without blank or erasure, and signed by the chairman and an administrator; they are transcribed in chronological order, in the register of the deliberations of the association quoted and initialed by the president.

Article 10 - Executive Bureau
a) Composition

The Association's Executive Board is made up of:

A president ;

Two vice-presidents at most;

A secretary general;

A treasurer.

The Board of Directors elects the members of the Executive Board from among its members.

Members are elected by simple majority.

In the event of a tie, the vote of the outgoing President is decisive.

The members of the Executive Board are elected for a term of one (01) year.

Outgoing members can only be re-elected once.

The functions of member of the Executive Board end with resignation, loss of the quality of director and dismissal by the board of directors, which can only take place for just cause.

b) Powers

The Executive Board assists the President. He prepares the deliberations of the Board of Directors and oversees the follow-up of its decisions. He ensures the day-to-day management of the association. It can delegate some of its powers to an executive structure. It approves new members of the association and pronounces exclusions with the consent of the Board of Directors.

c) Operation

The Executive Board meets at the initiative and on convocation of the president. The convocations are made by simple letter or by e-mail.

The agenda is established by the president.

The Executive Board can hear any person likely to inform its deliberations.

Minutes are kept of the meetings of the Executive Board. The minutes are drawn up without blank or erasure, and signed by the president and another member of the Executive Board; they are transcribed in chronological order, in the register of the deliberations of the association quoted and initialed by the president.

 

Article 11 – Président
a) Qualités

Le président cumule les qualités de président du Bureau Exécutif, du conseil d'administration et de l'association.

b) Pouvoirs

Le président exerce pour le compte du Bureau Exécutif, du conseil d'administration, et de l'association, auxquels il rend compte et notamment :

1°) Il représente l'association dans tous les actes de la vie civile, et possède tous pouvoirs à l'effet de l'engager.

2°) Il a qualité pour représenter l'association en justice, tant en demande qu'en défense.

Il ne peut être remplacé que par un mandataire agissant en vertu d'une procuration spéciale.

3°) Il peut intenter toutes actions en justice pour la défense des intérêts de l'association, consentir toutes transactions, et former tous recours.

4°) Il convoque le Bureau Exécutif, le conseil d'administration et les assemblées générales, fixe leur ordre du jour, et préside leur réunion.

5°) Il propose le règlement intérieur de l'association à l'approbation du conseil d'administration.

6°) Il garantit l'exécution des décisions arrêtées par le Bureau Exécutif et le conseil d'administration.

7°) Il présente à l'assemblée générale annuelle, le rapport d'activités et de gestion.

8°) Il est habilité à ouvrir et faire fonctionner, dans tous établissements de crédit ou financiers, tous comptes et tous livrets d'épargne.

9°) Il signe tout contrat d'achat ou de vente et, plus généralement, tous actes et tous contrats nécessaires à l'exécution des décisions du Bureau Exécutif, du conseil d'administration, et des assemblées générales.

10°) Il ordonne les dépenses.

11°) en l’absence du trésorier, il peut procéder aux paiements des dépenses budgétisées et à l’encaissement des recettes;

12°) Il peut se faire assister par un membre du CA dans chacune des tâches précitées.

13°) Il Peut déléguer, par écrit, ses pouvoirs et sa signature ; il peut à tout instant mettre fin aux dites

délégations. Tout acte, tout engagement dépassant le cadre des pouvoirs ci-dessus définis devra être autorisé préalablement par le Conseil d'administration.

Article 12 – Vice-présidents
Les vice-présidents ont vocation à assister le président dans l'exercice de ses fonctions. Ils peuvent agir par délégation du président et sous son contrôle. Ils peuvent recevoir des attributions spécifiques, temporaires ou permanentes, définies par le président. Le Bureau Exécutif ne doit pas avoir plus de deux vice-présidents en son sein. Au cas où les deux postes de vice-présidents sont pourvus par l’AG, le premier vice-président remplace automatiquement le président, en cas d’indisponibilité ponctuelle (signalée ou non); voire de vacance constatée.

En outre, le second vice-président, le cas échéant, supplée à toute absence temporaire du Secrétaire Général.

Article 13 – Secrétaire général
Le secrétaire général veille au bon fonctionnement matériel, administratif, comptable et juridique de l'association. Il établit, ou fait établir sous son contrôle, les procès-verbaux des réunions du Bureau Exécutif, du conseil d'administration, et des assemblées générales. Il tient, ou fait tenir sous son contrôle, les registres de l'association. Il procède, ou fait procéder sous son contrôle, aux déclarations à la préfecture, et aux publications au Journal Officiel, dans le respect des dispositions légales ou réglementaires.

Il peut agir par délégation du président.

Article 14 – Trésorier
1°) Le trésorier établit, ou fait établir sous son contrôle, les comptes annuels de l'association.

2°) Il procède à l'appel annuel des cotisations.

3°) Il procède au paiement des dépenses ordonnées et à l'encaissement des recettes.

4°) Il présente les budgets annuels, et contrôle leur exécution.

5°) En cas d’absence ou d’incapacité, il peut déléguer, par écrit, ses pouvoirs et sa signature ; il peut à tout instant mettre fin aux dites délégations.

6°) Il est habilité à ouvrir et à faire fonctionner, dans tous établissements de crédit ou financiers, tous comptes et tous livrets d'épargne.


Article 15 – Assemblées Générales
a) Dispositions communes

1°) Les membres fondateurs et les membres adhérents de l'association, à jour de cotisation, ont accès aux assemblées générales, et participent aux votes. Les membres associés et bienfaiteurs participent aux assemblées générales mais sans droit de vote.

2°) Les membres possèdent chacun une (01) voix, lors de chaque vote.

3°) Les personnes morales sont représentées par leur représentant légal en exercice, ou par toute autre personne dont l'habilitation aura été notifiée à l'association. Les personnes physiques ne peuvent se faire représenter que par un autre membre de l'association.

4°) Les assemblées générales sont convoquées par le président par lettre simple au moins 15 jours à l'avance. La convocation contient l'ordre du jour fixé par le président.

5°) Le président préside les assemblées générales, expose les questions initialement inscrites à l'ordre du jour, fait adopter l’ordre du jour, et conduit les déba

ts.

If unable to attend, the chairman is replaced by a vice-chairman.

6 °) General meetings can only rule on questions appearing on the agenda.

7 °) General assemblies are ordinary or extraordinary: their duly adopted decisions are binding on all.

8 °) Any member unable to attend may be represented by another member of the association with special powers for this purpose.

9 °) Nominative mandates can be transferred to another founding member or member up to date with the subscription. However, the number of mandates held by a member will be limited to three (03).

10 °) General assemblies can hear any person likely to enlighten their deliberations.

11 °) Minutes are kept of the deliberations and resolutions of general meetings. The minutes are drawn up without blank or erasure, and signed by the chairman and the secretary of the meeting; they are transcribed in chronological order, in the register of the deliberations of the association quoted and initialed by the president.

b) Ordinary General Meetings

1 °) Powers

The ordinary general meeting meets once a year within six months of the end of the financial year, and whenever necessary. The ordinary general assembly hears the reports of the board of directors on the management, the activities and the moral and financial situation of the association. It approves the accounts for the closed financial year, votes on the provisional budget, and discharges their management to the directors. It votes on the association's action program. It deliberates on all questions appearing on the agenda. It elects and dismisses the members of the board of directors.

2 °) Quorum and majority

The ordinary general assembly can validly deliberate if at least half of the members are present or represented.

Decisions are taken by a simple majority of the members present or represented.

In the event that the Ordinary General Assembly does not have a quorum, it may be convened again within 15 working days and the General Assembly may then validly deliberate if at least a quarter of the members are present or represented. .

c) Extraordinary General Meetings

1 °) Powers

The extraordinary general assembly has the competence to proceed, on a proposal from the board of directors, to the modification of the statutes, to the dissolution of the association and to the devolution of its property, and to the merger or transformation of the association. It is convened whenever necessary, at the initiative of the President or at the request of two-thirds (⅔) of the members of the Association.

2 °) Quorum and majority

The extraordinary general meeting can only validly deliberate if two thirds (⅔) of its members are present or represented. In the event that the Extraordinary General Assembly does not have a quorum, it may be convened again within 15 working days at least and with the same agenda and the General Assembly may then validly deliberate if 40 At least% of the members are present or represented.

For the different types of General Meetings and when technological means permit, the members of the association may, on a proposal from the board of directors, participate by electronic means and videoconference or any other available device. The members will then be deemed to be present.

Likewise, provided that the technological means implemented provide sufficient guarantees as to the sincerity of the vote cast, and on a proposal from the Board of Directors, deliberations may be carried out by electronic vote. All voting members of the association up to date with their dues will then receive, at the latest two weeks before the holding of the relevant General Assembly, the digital data intended to enable them to identify themselves during the electronic voting procedure. Online and remote electronic voting takes place over a two-week period ending exactly on the day of the relevant General Meeting. The start and end date of the online ballot are brought to the attention of all members up to date with their subscription when sending the technical data allowing them to identify themselves.

 

Article 16 - Financial year
The financial year begins on January 1 and ends on December 31.

Article 17 - Accounting - Accounts and annual documents
Accounts are kept in accordance with the standards of the associative chart of accounts showing an annual balance sheet, an income statement and, where applicable, one or more appendices.

The annual accounts are kept available to all members, along with the activity report and the financial report, during the fifteen days preceding the date of the ordinary general meeting called to rule on the accounts for the closed financial year.

Article 17.a - Bank Account

To facilitate financial management, ensure transparency and avoid risks due to liquidity manipulation, cmNOG will need to have a bank account.

The identification information for this account is specified in the Internal Regulations.

Article 17.b - Management of the Bank Account

The use of the cmNOG bank account is under the direct responsibility of the Executive Board; who reports to the Board of Directors; who reports to the General Assembly, via the Statutory Auditor (if applicable).

The President of cmNOG orders the expenditure, in accordance with the annual budget voted by the General Assembly. He consults the Treasurer who guides him on the basis of his books of accounts relating to the recording of movements in the bank account and to the follow-up of the Annual Budget line by line.

The President then issues an exit voucher, indicating the purpose of the exit, the activated budget line and the amount of the transaction, the recipient of the funds. He signs the voucher, forwards it to the Statutory Auditor, via the addressee. The Statutory Auditor signs it, keeps a copy and sends the original to the Treasurer, via the addressee. The General Treasurer signs the Voucher and under the basis of this document (which he will keep), he issues a check in the name of the recipient, who can go to the bank to collect the amount of the transaction.

This simplified procedure aims to provide the Executive Board with a means of reacting to the difficulty of regularly bringing together the three signatories of the cmNOG Bank Account, in the same place (Bank), at the same time (physical availability of each of the speakers).

The Internal Regulations may revert to the cmNOG Bank Account Management mechanism; in order to provide more clarity.

Article 18 - Auditors
As necessary, the board of directors can appoint a statutory auditor, or a deputy auditor.

The statutory auditor exercises his mission in accordance with the standards and rules of the profession. It establishes and presents, each year, to the general meeting called to approve the accounts for the closed financial year, a report giving an account of its mission and certifying the regularity and sincerity of the accounts.


Part IV - Internal Regulations, modification of the Statutes, conflicts of interest & Dissolution, Merger or Transformation of the Association

Article 19 - Internal regulations
Internal regulations, drawn up on the initiative of the president of the association and approved by the board of directors, specify and complete, as necessary, the statutory provisions relating to the functioning of the association.

Adherence to the statutes automatically entails adherence to the Internal Regulations.


Article 20 - Modification of the Articles of Association and Dissolution, Merger or Transformation of the Association
Article 20.a - Modification of the Statutes of the Association
The extraordinary general meeting has the power to proceed, on a proposal from the board of directors, to the modification of the articles of association. The item must be part of the first draft of the agenda, as transmitted at the convocation.

Article 20.b - Dissolution, Merger or Transformation of the Association
The extraordinary general assembly has the power to proceed, on a proposal from the board of directors, to the dissolution of the association and the devolution of its property, and to the merger or transformation of the association. The item must be part of the first draft of the agenda, as sent when the members are convened.

In the event of dissolution decided by a two-thirds (⅔) majority of the voters, one or more liquidators will then be appointed by the General Assembly; who dispose of the assets of the Association in favor of one or more non-profit associations pursuing similar objectives. In the absence of such an association, the General Assembly will designate an association with a social character.


Article 21 - Conflicts of interest and dissolution
Any potential conflict of interest must be declared by the person concerned; which in fact withdraws from the deliberations concerned.

The detailed procedure to be followed to manage all the possibilities of conflict of interest can be inserted in the Internal Rules of cmNOG.

These Statutes have been approved by the Constitutive General Assembly of December 05, 2020 and made in three (03) original copies..

 

Done in Yaoundé on December 05, 2020.

 

The Chairman of the Board of Directors



 

ABOKA BAYA Sylvain,

 

 

 

 

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