Constitution
of 26 January 1973 as in the amended version of 7 November 2009
(translation of the 1979 version by Brian Duffett; subsequent additions by Gordon Woodman)
Art. 1 Name, registration and legal form
The African Law Association is to be registered in the Hamburg register of associations. The African Law Association is registered in the Hamburg register of associations with the addendum 'registered association'.
Art. 2 Object
(1) The Association has as its object the dissemination of knowledge concerning the legal orders of the entire African region (hereinafter referred to as 'African Law') and the promotion of their comparative study.
(2) In the light of this object it is specifically incumbent upon the Association
- a) to bring together those interested in African Law;
- b) to encourage, support and advise on research and learning in the field of African Law;
- c) to maintain contact with individuals, organizations and institutions at home or abroad that are concerned with African Law.
(3) As a scientific society the Association is non-partisan and politically neutral.
(4)The Association is non-profit-making. Its object is not directed towards the acquisition of economic profit.
Art. 3 Business year
The business year is the calendar year.
Art. 4 Members
(1) The Association is non-profit-making. Its object is not directed towards the acquisition of economic profit. The Association comprises ordinary and corporate members. The executive committee may appoint honorary members.
(2) Any person who displays a serious interest in African Law and who is willing to support the aims of the Association may become an ordinary member.
(3) Any institution, authority, business enterprise, society, public entity or foundation interested in African Law may join the Association as a corporate member.
(4) Corporate members nominate vis-á-vis the executive committee a permanent delegate to exercise their rights within the Association. The permanent delegate must fulfil the requirements of Section 2. A delegation may be revoked by a corporate member at any time; it is binding on the Association for as long as it is not revoked or until the conditions stipulated in Article 5 (4) are present in the person of a permanent delegate.
(5) Permanent delegates of corporate members but not the latter themselves may be elected to the executive committee of the Association. On revocation of their delegation they cease to be members of the executive committee.
(6) With the consent of the executive committee, members may carry out projects in the name of the Association and in line with the Association’s object. Working parties and regional and local groups may be set up accordingly.
Art. 5 Membership
(1) Applications for membership are to be addressed in writing to the executive committee. The committee decides whether to accept applications by a simple majority under Article 4, Sections 2 and 3. In the event of a rejection by the committee the application is referred to the general meeting of members, the decision of which is final. Membership begins at the time when the application is accepted.
(2) Membership may be terminated by declaration to the secretary-general made in conformity with a term of notice of three months prior to the end of a business year. The declaration must be made by registered letter.
(3) The executive committee may as a rule, on the recommendation of the secretary-general and after giving due notice to the member concerned, terminate a person‘s membership if they are two or more years in arrears in the payment of the membership fee and it appears that they have lost all interest in continuing to be a member.
(4) A general meeting may expel members if they do not fulfil their duties towards the Association or if they endanger the objects of the Association through their behaviour. lf these conditions are present in the person of a permanent delegate of a corporate member, the executive committee may demand of that member that the permanent delegate be recalled and may in the meantime exclude such delegate from participation in the affairs of the Association.
Art. 6 Annual fee
(1) Ordinary and corporate members of the Association shall pay an annual fee, the amount of which is determined at a general meeting.
(2) The amount of the annual fee may be fixed at different levels for ordinary and for corporate members.
(3) Provision shall be made for a reduced fee for members who have not completed their education and have no income.
(4) Members have no share in the assets of the Association. Fees paid are not returned to members on cessation of their membership. On dissolution of the Association neither a distribution of its assets to members nor the repayment of fees is made.
Art. 7 Organs
The organs of the Association are:
- a) the general meeting (Arts. 9 - 11)
- b) the executive committee (Art. 12)
Art. 8 Prohibition of political partisanship in the name of the Association
The organs of the Association shall refrain from any form of political partisanship.
Art. 9 General meeting
(1) The decision-making organ is the general meeting, which is called and chaired by the chairman of the executive committee. An ordinary general meeting is called once in every business year.
(2) An extraordinary general meeting shall be called when two thirds of the members of the executive committee consider this necessary or when at least one third of those members of the Association entitled to vote propose the calling of such a meeting with an agenda supported by reasons as well as when the executive committee resign en bloc.
(3) Notice of a general meeting shall be served in writing at least one month before it is held. Items on the agenda and resolutions already tabled with the executive committee shall be included in such written notice.
Art. 10 Agenda
(1) Resolutions that the agenda for an ordinary general meeting be extended shall be tabled with the executive committee at least two weeks before the date of the meeting. lf the executive committee oppose the tabling of such resolutions, the proposer, may appeal to the general meeting for a decision.
(2) At an extraordinary general meeting only those items on the agenda and only those resolutions that were announced when the extraordinary general meeting was called may be discussed or put to the vote.
Art. 11 Adoption of resolutions
(1) A quorum for the conduct of business at a general meeting consists of seven members with the entitlement to vote. A member’s entitlement to vote is suspended during any period in which that member has not paid the membership fee for the current year.
(2) Voting by proxy is not permitted. Corporate members exercise their voting rights through their permanent delegate (Art. 4, Sect. 4).
(3) Resolutions of a general meeting are adopted as a rule by a simple majority.
(4) The executive committee meet at the invitation of the chairperson. The chairman shall call an executive committee meeting if one third of the members of the executive committee propose the calling of such a meeting with an agenda supported by reasons.
(5) A quorum is formed at an executive committee meeting when at least three members of the executive committee are present. Resolutions are adopted by a simple majority of those voting. Members unable to attend are permitted to vote in writing. If there is an equal number of votes for and against a resolution the chairman has a casting vote. The appointment of an honorary member requires a two thirds majority of all executive committee members.
(6) An executive committee member may resign by registered letter to the other members of the executive committee. If the executive committee wish to resign en bloc they shall call an extraordinary general meeting. Until the meeting is held the executive committee continue to manage affairs.
Art. 12 Executive committee
(1) The executive committee is elected by the general meeting and comprises at least four members: the chairperson, the deputy chairperson, the secretary general and the treasurer; it may be extended to twelve members to ensure appropriate coverage and representation of the activities of the Association. The general meeting decides upon the fields of activity of the executive committee and elects the committee members accordingly
(2) The chairperson and deputy chairperson form the executive committee in terms of Art. 26 of the Civil Code.
(3) The term of office of the executive committee lasts for two years. Re-election is permitted. The executive committee in office continue to manage affairs until re-election.%
Art. 13 Secretary-general and Treasurer
(1) The secretary general manages as member of the executive committee the day to day affairs of the Association in accordance with the resolutions of the general meeting and of the executive committee. Each year he or she submits to the executive committee a draft report on the activities of the Association during the preceding business year for adoption.
(2) The treasurer manages the financial affairs of the Association in accordance with the resolutions of the general meeting and of the executive committee. At the end of each financial year he or she submits the annual statement of accounts for the preceding financial year to the executive committee for adoption.
(3) The secretary general and the treasurer are, when acting within the terms of their appointments, special agents of the Association for the purposes of Art. 30 of the Civil Code. Their authority does not, however, in any case extend to the execution of real property and credit business.
(4) If the secretary general or the treasurer is unable to perform his or her duties the chairperson of the executive committee appoints a member of the Association to act as deputy secretary-general or treasurer.
Art. 14 Use of funds
(1) Funds of the Association may be used only in accordance with the constitution of the Association.
(2) Members may not in their capacity as members receive financial transfers from the assets of the Association.
(3) The organs of the Association act on an honorary basis.
Art. 15 Auditing
The general meeting appoint one of their number as auditor for a term of office lasting two years. Executive committee members and the secretary-general may not be appointed. The auditor reports the result of the audit to the general meeting.
Art. 16 Dissolution
A resolution dissolving the Association shall make provision for the disposal of assets. Assets are to be transferred to the Gesellschaft für Rechtsvergleichung e.V. (the German national committee of comparative law) which shall use them for the promotion of knowledge about the legal orders of the entire African region.