Constitution of Benin

PART I: ESTABLISHMENT, NAME, OBJECTIVES, REGISTERED OFFICE, AND DURATION

Chapter 1: Establishment and name

§1 Establishment

  1. The non-governmental organization (NGO) "GRAND CŒUR" (hereinafter referred to as the NGO) was founded in the Republic of Benin by the natural persons Ezin Elie Awanou, Bidossesi Djergino Quenum, and Hermane Gandaho.
  2. The association is established in accordance with the provisions of the Act of July 1, 1901, on the formation of associations.
  3. The NGO is non-political, non-denominational, and not profit-oriented.
  4. Membership is open to natural persons and legal entities who are admitted through an admission procedure in accordance with these Articles of Association.

§2 Cooperation
The NGO cooperates with all ministries of the Republic of Benin as well as with national and international partners in development cooperation.

§3 Legal basis
The NGO is subject to:

  1. Decree No. 2001-234 of July 12, 2001, on the conditions and modalities of NGOs and their umbrella organizations;
  2. these Articles of Association;
  3. the rules of procedure of the NGO approved by the General Assembly.

§4 Logo
The NGO's logo is determined by the rules of procedure.

Chapter 2: Objectives, Seat, and Duration

§5 Objectives

  1. The NGO promotes the social and professional integration and development of vulnerable individuals, particularly people with disabilities.
  2. Purpose of the NGO:
    a) Conducting studies and socioeconomic assessments;
    b) Establishing and maintaining a database on vulnerable populations;
    c) Provision of care, equipment, and aids to improve mobility;
    d) Strengthening the capacities of caregivers, parents, and legal representatives;
    e) Promotion of education, social rights, and professional integration;
    f) Support for other vulnerable persons (e.g., orphans, widows, abandoned children).

§6 Registered office

  1. The NGO is based in N'DALI, Woasson district, Gandaho Hermane House, contact: +229 66290103 / +49 177 4772065.
  2. A change of location requires a resolution by the board of directors or the general meeting.
  3. The NGO may establish decentralized structures within the national territory and apply for headquarters agreements in other states.

§7 Duration
The NGO shall exist for an indefinite period.

PART II: MEMBERSHIP

§8 Types of membership

  1. Founding members: Individuals who established the NGO.
  2. Full members: Natural and legal persons who apply for membership and pay a membership fee.
    a) Admission fee: 10,000 FCFA (Benin) / €15 (EU).
    b) Annual membership fee: 50,000 FCFA (Benin) / €77 (EU).
  3. Honorary members: Members appointed by the board for special services to the NGO.

§9 Obligations of members
Members undertake to:

  1. Voluntary, altruistic commitment;
  2. Compliance with the statutes and applicable laws of the Republic of Benin;
  3. Participation in the realization of NGO goals.

PART III: BODIES AND MANAGEMENT

§10 Organs of the NGO
The organs are:

  1. General Meeting (GM);
  2. Board of Directors (BoD);
  3. Auditor (RP).

§11 General Meeting (GM)

  1. The General Assembly is the highest body of the NGO.
  2. Members who have paid their membership fees are eligible to participate.
  3. Annual General Meeting: once a year, convened by the Board of Directors.
  4. Extraordinary General Meeting: at the initiative of the Board of Directors or at least 50% of the members.
  5. Quorum:
    a) Ordinary General Meeting: simple majority of those present; in the event of a tie, the President shall have the casting vote.
    b) Extraordinary General Meeting: at least ¼ of the members; if this quorum is not reached, a new meeting shall be convened.
  6. Responsibilities:
    1. Establishment of general policy and guidelines;
    1. Election and dismissal of members of the Board of Directors;
    1. Admission, exclusion, or suspension of members;
    1. Approval of the annual financial statements;
    1. Appointment of auditors;
    1. Decisions on relocation or dissolution.

§12 Board of Directors (BoD)

  1. The Board of Directors manages the NGO and carries out all actions that are not reserved for the General Assembly or the Representative Council.
  2. Responsibilities:
    1. Implementation of NGO objectives;
    1. Supervision of finances and activities;
    1. Appointment and supervision of the Executive Director;
    1. Preparation of balance sheets and profit and loss statements;
    1. Real estate transactions and contract conclusions;
    1. Delegation of tasks to the Executive Board.
  3. Composition: five (5) members, term of office 3 years, renewable; duties: president, vice president, secretary general, deputy secretary general, treasurer.
  4. Remuneration: none, only reimbursement of expenses incurred for justified reasons.

§13 Chairman of the Board of Directors

  1. Leads the Board of Directors and the General Meeting.
  2. Oversees the executive management.
  3. Legal representative of the NGO.
  4. Transfer of duties possible; election by the Board of Directors, dismissal at any time.

§14 Vacant seats on the Board of Directors
Between two AGMs, the Board of Directors may fill vacant seats on an interim basis.

§15 Executive Director (ED)

  1. Responsible for all activities of the NGO.
  2. Hires and supervises managers and staff.
  3. Reports to the chairperson of the general meeting.
  4. Acts in accordance with the resolutions of the General Meeting and the Board of Directors, as well as Benin's labor laws.

§16 Auditor (RP)

  1. Elected by the Board of Directors with the approval of the General Meeting, term of office 5 years, re-election possible.
  2. Monitors financial management, compliance with the articles of association, and the balance sheet.
  3. Participation in Board of Directors meetings; reporting to the Annual General Meeting and Board of Directors.

§17 Incompatibility RP
Not eligible: founders, directors, employees, their spouses/relatives, auditing firms with conflicts of interest.

PART IV: RESOURCES AND FINANCES

§18 Resources

  1. Initial equipment for the founders;
  2. Membership fees;
  3. Public and private subsidies;
  4. Revenue from services;
  5. Donations and bequests;
  6. Other legally permissible means.
    Use: exclusively to cover operating costs and achieve the NGO's objectives.

§19 Financial year and accounting

  1. Fiscal year: January 1 – December 31.
  2. Accounting in accordance with Beninese regulations; annual financial statements and annual report within 4 months.

§20 Financial provisions

  1. Bank accounts in the name of the NGO;
  2. Payments only with the joint signature of the president, secretary general, and treasurer;
  3. Administrative guidelines to ensure financial autonomy.

§21 Balance sheet and surpluses
Annual surplus: creation of a reserve or use in accordance with the decision of the general meeting.

PART V: FINAL PROVISIONS

§22 Amendments to the Articles of Association
Amendments may only be made by the General Meeting, with at least a three-quarters majority of the members present, and must be communicated to members at least one month before the General Meeting.

§23 Dissolution

  1. Dissolution only by general meeting, at least ¾ majority;
  2. Appointment of commissioners for asset liquidation;
  3. Assets go to an organization with similar goals that has been active for at least three years.

§24 Rules of Procedure
Defines working methods, application of the Articles of Association, and internal regulations; drawn up by the Board of Directors and approved by the General Meeting.

§25 Entry into force
Enters into force upon acceptance by the constituent General Meeting.

Posted on: October 16, 2024

Updated on: August 16, 2025