PART I: GENERAL PROVISIONS
Article 1: Categories of members
The NGO is open to all committed individuals who submit an application and adhere to the statutes. It consists of five categories of members:
- The founding members
- Honorary members
- The active members
- Associate members
- Passive members
The founding members are Mr. AWANOU Ezin Elie and Mr. GANDAHO Hermane.
Honorary members: Honorary membership may be conferred by the NGO's board of directors. The board may confer honorary membership on individuals or legal entities that provide or have provided important services to the NGO. Their name or company name will be displayed in the organization's offices or published in the NGO's publications. Anonymity will be maintained if desired. Former NGO presidents are de facto members of the NGO.
Active members are individuals who submit an application and, after completing the admission process, regularly participate in the NGO's activities and have paid their membership fees. Employees can become active members provided they comply with the procedures set out in the statutes and pursue activities other than their work as employees. Only active members can vote and be elected. Beneficiaries can be active members provided they comply with the statutory obligations.
Associate members: Any international NGO (i.e., with at least two countries of operation, including Benin) that wishes to participate in the dynamic can become an associate member. It must accept the statutes and rules of procedure. An associate member must pay its membership fees regularly. Associate membership does not confer the right to hold responsibility on the Executive Committee or the right to membership of the Board of Directors. However, it does grant the right to participate in general assemblies with observer status, in debates, meetings, technical committees, or other decision-making forums, and to use the specific information and training services and tools developed by GRAND COEUR under the same conditions as active members.
Passive members are individuals who support the NGO's vision and adhere to its procedures. These individuals do not participate in the organization's daily activities for whatever reason.
Article 2:
These rules of procedure set out the rules governing the NGO's operations and supplement and define the terms of application of the statutes of the NGO GRAND COEUR.
PART II: TYPE OF MEMBERSHIP – RESIGNATION – EXPULSION
Article 1: Admission requirements
Membership is only granted after payment of the admission fee of 10,000 FCFA and regular payment of the annual membership fee per member, which is set at 50,000 FCFA. Members from the European Union pay an admission fee of €15 and an annual membership fee of €77.
It should be noted that passive members fill out the membership form addressed to the board or have it filled out for them. They pay a membership fee, the amount of which is at their discretion.
Article 2: Resignation
A member who has expressed their intention to leave the organization in writing is considered to have resigned. As a result, they lose their membership. Any resignation, regardless of its nature, must be communicated in writing to the Executive Office and approved by the General Assembly. This notification will be reviewed in advance by the Board of Directors. The reasons for resignation must be clearly and concisely stated. A member who has resigned is not entitled to a refund of their membership fees and/or contributions.
Article 3: Exclusion
Exclusion from the NGO occurs through:
- any member who has failed to pay membership fees for a period of two (02) years without good reason;
- any member who, without valid reasons, refrains from participating in the meetings and activities of the NGO;
- any member who has seriously and intentionally violated the NGO's rules of procedure. As a result, any member of the NGO to whom any of the above circumstances apply shall lose their membership.
PART III: HOW IT WORKS
Article 1:
All NGO meetings shall be concluded with a report, which shall be submitted to the Secretariat within 48 hours.
Article 2:
During meetings, speeches must be characterized by courtesy. No one may speak without being authorized to do so by the chair.
Article 3:
Only members who have paid their dues are eligible to vote.
Article 4:
Decisions within the Board of Directors must be taken by relative majority. However, decisions affecting the life of the NGO are submitted to an extraordinary general meeting convened for this purpose.
Article 5:
The General Meeting shall constitute a quorum if at least two-thirds of the active members are present. However, if this quorum is not present, another meeting shall be convened within fifteen (15) days, at which the resolutions shall be passed regardless of the number of active members present.
Article 6:
The paid members (who form the basis of the executive board) of the organization are governed by a code of conduct drawn up by the board of directors. These members may request to participate in meetings in an advisory capacity.
Article 7:
Every person who is involved in the organization as a member works there on a voluntary basis. They are interested in the NGO's goals and have no interest in the material benefits they can derive from it. Every activity of the NGO is subject to special and specific implementation regulations. The voluntary nature of every association does not preclude the granting of compensation in proportion to its nature.
Article 8:
The NGO's General Assembly appoints one (01) auditor who regularly checks the legality of the administrative and financial management. He or she drafts and submits a report on the control activities carried out. If necessary, he or she may be assisted in his or her tasks by external persons who meet the precisely defined conditions approved by the General Assembly.
Article 9:
The board members are jointly responsible for managing the NGO, with each member having the following responsibilities and powers:
- The President: He/she represents the NGO in all civil law matters, particularly in legal proceedings. He/she may authorize one of the members of the Board of Directors or an employee to represent him/her and approve expenditures. If he/she is unable to attend, he/she shall be replaced by another member of the NGO in the absence of the Vice-President;
- The Vice-Chair: assists the Chair in his/her duties and represents him/her in the event of his/her absence or incapacity. However, decisions are made jointly with the Chair;
- The Secretary General: He/she manages the NGO's secretariat, capitalizes on and works to disseminate information within the NGO and externally, proposes the implementation of the NGO's communication policy with various partners (states, corporations, citizens, patrons, donors, etc.) and monitors its progress.
- The Deputy Secretary-General: He/she assists the Secretary-General in his/her duties and represents him/her when he/she is absent or unable to attend. However, decisions are made in consultation with the Secretary-General.
- The accountant: He/she is responsible for managing the organization's finances in terms of resources and expenditures. He/she ensures that all members and employees adhere to financial and ethical principles in the management of the association's assets and affairs.
- Advisors, who are selected based on their advisory skills where possible, may be invited to attend meetings of the Board of Directors.
PART IV: TYPE AND MANAGEMENT OF RESOURCES
Article 1: Financial resources
The financial resources consist, among other things, of membership fees and annual contributions from members, subsidies and donations, voluntary contributions, and products from paid services developed by the NGO. They are mobilized to cover the operating costs of the office, the meetings of the General Assembly, any personnel costs, and the costs of purchasing equipment and activities. The budget is managed by the NGO, which acts as treasurer, in accordance with the procedures set out in the statutes. However, the NGO may open its own account or several bank accounts as needed and operate with the signature of the treasurer or secretary. The General Assembly may, if it so wishes, appoint auditors on an ad hoc or permanent basis to review the platform's financial management. It may also commission an external audit to check the management of the NGO. In both cases, the members of the Executive Committee are obliged to provide the auditors with all documents.
Article 2: Movable and immovable assets
In accordance with its needs and within the scope of its activities, the NGO may acquire movable and immovable property, provided that such property is included in the budget or, failing that, requires the prior approval of the General Assembly.
Article 3: Human resources
If necessary, the NGO may hire volunteers (on a voluntary basis), interns, and paid employees, either temporarily or permanently. For paid employees, the Executive Committee must include this in the budget or obtain the prior approval of the General Assembly. It must record the administrative affiliation of the staff in the minutes of the meeting. For other categories of staff, the Executive Committee is authorized to make the decisions. However, the General Assembly must be informed, stating the administrative affiliation.
TITLE IV: RIGHTS AND OBLIGATIONS
Article 1: Members who work full-time for the NGO shall receive remuneration. Members who work occasionally shall receive compensation commensurate with their efforts.
Every member has the right to:
- to express criticism of the meetings;
- represent its interests under the conditions laid down in the rules of procedure;
- on respect;
- information about the life and activities of the NGO;
- to participate in decision-making and the choice of strategic direction.
Each member must:
- be thoroughly familiar with the NGO's statutes and rules of procedure;
- pay the annual membership fees set by the general meeting on a regular basis;
- actively participate in the fight for the interests of NGOs;
- fulfill their duties as members with faith, honesty, and dignity;
- to remain available at all times and to respond to all requests from the NGO to the best of their ability;
- pay the contributions by January 31 of each year;
- promote the NGO's objectives;
- contribute to the reputation of the NGO;
- promote and participate in the implementation of the NGO's objectives and activities;
- be careful not to reveal the secrets of the NGO.
PART V: DISCIPLINARY PROVISIONS
Article 1: Every member of the NGO is obliged to comply with the provisions of the statutes and rules of procedure or other decisions of the organization's bodies. In the event of a violation of these texts, sanctions may be imposed depending on the severity of the offense:
- warning;
- The amount of the fine shall be determined by the Board of Directors;
- suspension;
- Permanent exclusion with or without criminal prosecution. The latter can only be imposed by the General Assembly.
- Termination of membership without notice
Article 2: Unexcused absence from meetings is considered misconduct. Two unexcused absences will result in a warning.
Article 3: Every member who attends a meeting is obliged to remain present until the meeting is adjourned. However, any member who wishes to leave the meeting for valid reasons may be granted permission to do so.
Article 4: Disciplinary actions, insults, or even verbal abuse are prohibited during the meeting and will be punished.
Article 5: In the event of embezzlement of NGO property, the person(s) concerned shall be obliged to repay the money, failing which he/she shall be prosecuted. Consequently, any member who has committed an act of embezzlement of NGO funds or property shall be automatically expelled from the organization.
PART VI: FINAL PROVISIONS
Article 1: Amendments to the Statutes
These Articles of Association may only be adopted by the General Assembly with a two-thirds (2/3) majority of the members present.
Article 2: Dissolution and disposition of assets
The association can only be dissolved by an extraordinary general meeting. The dissolution can only be decided by a majority of at least two-thirds of the votes cast. In the event of dissolution, an asset manager will be appointed who, after settling the debts, will allocate the net assets to an association pursuing the same objectives.
Article 3: Entry into force of the Statutes
These Articles of Association shall enter into force as soon as they have been adopted by the General Meeting.
Posted on: October 16, 2024
Updated on: August 16, 2025