Constitutive General Assembly

Casablanca May 9th, 2017

Clause 1: Name, headquarters, life period

It was created by the members of this institution and those who will subsequently subscribe to a non-profit international federation called “African Federation of Leasing” – abbreviated as “AFRICALEASE” (hereinafter – referred to as “the Federation”).
This Federation has both legal personality and financial autonomy.
The head office of the of the Federation is established in in the head office of the Moroccan professional federation of finance companies, APSF, located in Casablanca 95, Boulevard Abdelmoumen.
It may be transferred to any other country by decision of the General Assembly on proposal of the Council. The Government of the African country hosting and granting the authorization to establish the head office defines the situation with regard to the federation laws of this country.
For Morocco, the head office of the Federation, the latter is governed by Dahir N 1.58.376 of 3 Joumada I 1378 (in November 15th, 1958) regulating the right of federation such as he(it) was modified and completed.
The life period of the Federation is unlimited.
The fiscal year is the Gregorian calendar year.
The organization, functioning and powers of the Federation shall be governed by these rules.
The official languages of the Federation are English and French.

Clause 2: Purpose of the Federation

Overall objective
The federation aims to strengthen ties between members, to enhance cooperation and harmonize their activities in order to contribute to achieving the objectives of promoting leasing finance in Africa.
Specific Objectives
The Federation stays up in:

  • Study questions related to the financing of investment by leasing on national, regional and continental levels and to make recommendations and proposals on this matter to the public authorities of the African countries concerned and / or to specialized bodies of the African Union;
  • Act in favor of the development and progress of the leasing industry at the regional and continental African levels;
  • Inform members of all African and international developments affecting the leasing industry;
  • Work to strengthen the position of the African leasing sector towards the institutions of African and international multilateral specialized agencies at African and international levels;
  • Work towards the harmonization of laws and regulations on leasing in the African States
  • Act for the harmonization of codes of African investments to ensure mutual benefits and guarantees to investors and identify investment opportunities in the countries of Africa;
  • Coordinate the views of members to adopt common positions;
  • Organize events on current issues and / or to a specific audience;
  • Provide members with a platform so they can exchange information about their experiences and best practices in leasing;
  • Create and develop common services between African leasing institutions. For this purpose the federation will:

a – encourage and facilitate exchanges of experience between its members;

b – create a database of economic and financial data for the benefit of its members;

c – set up special Commissions to study specific issues;

d – establish leasing-related institutes or training and study centers;

e – edit a specialized leasing-related journal of studies and statistics.

  • Produce statistics at the African level in order to:

a – show the economic importance of the leasing industry and the representative character of the Federation;
b – assess the market situation, identify trends and facilitate benchmarking.

Clause 3: The members of the federation, membership, radiation, sanction, exclusion

1 / Membership: Members

a) Full Members

Are admitted as full members:

  • in African countries where they exist, national associations of banks operating leasing and national associations of leasing companies duly approved by their supervisory authorities;
  • in African countries where such associations do not exist, leasing institutions (banks or leasing companies) duly registered or approved by their supervisory authorities regardless of their nationality (native or resident), depending on national legal system.

Full members have the right to vote and election in the General Assemblies.

b) Corresponding Members

The status of “corresponding member” can be granted to national associations of non-African countries which are recognized in their respective countries and in accordance with their status as representatives of the professional interests of companies active in the leasing sector.

c) Associate Members

Can be part of the Federation as associate members:

  • The African Central Banks ;
  • African Development Banks ;
  • Continental and regional African institutions working for social and economic development etc.

d) Affiliate Members

Businesses and associations representing regulated professions (statutory auditors, notaries …) or not (car rental companies, equipment suppliers), who have affinities or do business with the leasing industry and, in addition, have demonstrated:

  • knowledge and expertise of the African leasing market and / or skills or expertise that are relevant to the leasing industry and can support lobbying actions in this field;
  • a clear interest, and their ability to contribute to the production of research at the African level on leasing.

These companies or associations must be constituted under the laws and practices of their country of origin.

Associate members do not enjoy the right to vote and election in the General Assemblies.

All members are bound by the obligations of the present statutes,

Membership is open to any organization eligible by these statutes.

2) Radiation, sanction, exclusion

Any member of the federation that was the subject of a withdrawal of authorization by the supervisory authorities of his/her country shall be deleted automatically from the federation. Radiation is pronounced by the Council and notified to the member concerned and brought to the attention of the next General Assembly.

The resignation or removal of any member of the federation is signified by a letter to the General Secretary of the Federation to be submitted to the Council. The General Assembly will be informed.

Any re-accession is presented in writing to the General Secretary of the Federation who submits it to the Council for agreement and approval of the General Assembly.

No member may be expelled, suspended or deprived of part of his/her rights on Council decision taken by secret majority vote of three quarters (3/4) of its members, and in the following cases:

a – Any action detrimental to the federation or contrary to its purpose.

b – Violation of any obligation arising from this Statutes.

c – Non-compliance with financial obligations to the federation.

The member concerned by such a decision has the right of appeal to the General Assembly. The latter’s decision, taken by secret ballot shall be final and binding.

Clause 4: Rights of members

Full members have the right to:

  • participate in the General Assembly;
  • vote in the General Assembly;
  • be represented at the General Assembly by another full member;
  • inspect the register of members at the headquarters of the Federation, as well as all acts, documents and decisions of the Federation, including documents pertaining to the accounts;
  • call for the holding of a general assembly if this call is supported by at least one third of the full members;
  • add a proposal to the agenda of the General Assembly if supported by at least one fifth of the full members;
  • be able to take part in the work of the Federation and to be kept informed of its activities.

Associate, correspondents and affiliates members have the right to:

  • participate in the General Assembly without taking part in the deliberations;
  • be informed of the specific activities of the Federation, to receive certain publications of the Federation and to participate in its events.

Clause 5: General Assemblies

The General assembly is the supreme organ of decision of the Federation.; it fixes the general policy of the federation, it elects and revokes the members of council and appoints statutory auditor for a renewable mandate of three (3) years only once and fix his(her) remuneration to proposal of the Council

1) Place

The General Assembly is held every year in one of the countries of members of the Federation under a rotation system between the African regions.

Following the Constitutive General Assembly, the first General Assembly is held at the country hosting the Federation.

2) Convocation

Members of the federation meet physically in the general assembly, convened by the chairperson, in the first half of each year. The agenda of the annual assembly must refer to the following:

  • Consideration of the Federation progress report on the previous year, established by the Council and the report of the auditor on the federation relating to the same financial year;
  • The renewal of Council members;
  • The appointment of the auditor as well as determining his/her fees.

Other items may be submitted to the Assembly on a proposal of full members provided they have been notified one month in advance to the Council for the council to approve it.

Apart from the annual general assembly, the president of the Council, upon his/her decision, may convene the General Assembly to deliberate on issues of an urgent nature, without respecting the deadlines.

This assembly can also be called by the President at the request of members holding at least 2/3 of the votes.

Convocation letters indicating the agenda are sent to members of the federation by any means to ensure they are received two weeks before the scheduled date of this assembly.

3) Voting rights

a – Every member in the general assembly has one voice.

b – Every member is entitled to vote in the General Assembly through a single representative.

c – Members who haven’t paid their dues are not taking part in the voting operations in the General Assembly.

Full members of the same country and not being a member of a national association as indicated above appoint a unique representative and who will have a single voice (vote)

4) Quorum

The General Assembly deliberation is valid when the members present or represented have at least half of the votes held.

If, at a first assembly, the quorum is not reached, a second general assembly may be convened the next day. The deliberation in the assembly is then valid regardless of the number of votes held by the members present or represented.

5) Resolutions

The General Assembly may make decisions by resorting to a debate via videoconference or teleconference.

Resolutions go through after receiving an absolute majority of votes of the members present or represented.

6) Presidency – Secretariat

The General Assembly is chaired by the Chairperson or, in his/her absence, by one of the two Vice Presidents present.

The secretary’s functions are performed by the Executive Officer of the federation or, failing that, by a member of the Assembly appointed by the President.

7) Bureau

The Assembly’s bureau is composed by the President, two assessors and the secretary. The assessors are selected by consensus in the Assembly or by a show of hands.

8) Minutes

The deliberations of the General Assembly are recorded in minutes signed by the members of the Assembly’s bureau.

The resolutions adopted by the Assembly are binding on all members.

Clause 6: Council

The Council elects among his members, for a mandate of three (3) years, the President, two Vice-presidents and a Treasurer. The President, Vice – Presidents, the Treasurer and the Director General constitute the Executive board.

The executive board so established can appoint for its works the Presidents of the member associations.

The President, Vice – presidents and the Treasurer cannot either be the same nationality or to belong to associations or establishments been similar to the same group.

1) Functions

The Council determines the general policy of the Federation. It has the broadest powers to act on behalf of it.

It examines all documents, proposals, thesis and what it receives from its members and decide on the steps to follow. It intervenes at the request of the parties to reach an amicable settlement of conflicts of interest that may arise between members of the federation and, failing that, through arbitration by the president, by one of the vice-presidents or by a third arbitrator appointed by the Council.

2) Composition

a – The Council consists of 9 – 21 people as leaders of full members.

As a derogatory clause, upon the President’s proposal and in addition to the 21 members, the Council may retain one to three person (s) chosen for their competence, their contribution to the federation and to the leasing industry. This designation is valid for a term of one year and can be renewed by the Council.

b – Members of the Federation can only be represented in the Council by their first leader or their second leader.

c – The representatives mentioned in ‘b’ above cannot combine this function with that of a representative of another federation or body that may have conflicts of interest with the federation.

The Executive Officer carries out the job of the Secretary of the Council. He/she does not take part in the vote.

3) Electing mode of members

Council members are elected from among the leaders of the associations which are members of the Federation at the level of zones (communities, markets or African regional unions) that own these Associations. Each zone shall elect 2 to 3 representatives.

The election thus conducted in each area is submitted by the Council at the next General Assembly for ratification.

Nominations are received by the Council one month before the date of holding the General Assembly.

4) Term of members in office

The members of council are elected for a duration of three years, renewable only once.

5) Re-election of members

The Council is re-elected every year right after the expiration of the mandate of its members or their possible resignations. Retiring members may be reappointed once and only once.

6) Replacement of members

When an administrator is no longer part of the Council, the remaining members may temporarily fill the vacancy.

The appointment thus made is valid until ratification at the next annual assembly.

The mandate of the member whose appointment has been confirmed by the annual assembly ends with the mandate it replaces.

7) Quorum

The Council deliberation is valid if at least half of its members are present or represented.

They can take decisions by resorting to discussions via videoconference or teleconference.

Council decisions are taken by a majority of members present or represented. In case of a tie, the chairperson has the casting vote.

Council members are bound by professional secrecy.

All members of the federation are bound by the decisions of the Council under the same conditions as those of the General Assembly.

8) Representation

In their absence, the members of the Council may be represented by another leader of the association he/she represents or another member of the Council of the Federation.

9) Voting procedures

During the Council’s deliberations, voting is done by show of hands. However, the secret ballot is right if requested by one of the members present or represented.

10) Convocation

The Council is convened at the initiative of the President or whenever one third of its members calls for it.

11) Presiding officer

Council’s work is always directed by the President or, failing that, by one of the two Vice-Presidents designated by him/her.

Clause 7: Honorary Members

Upon Council’s proposal, the General Assembly may grant to any former member of the Council the title of honorary president or honorary member of the Federation for the services rendered to the leasing cause in Africa.

Clause 8 - President

The President convenes and chairs meetings of the Council and General Assemblies. He/she directs the work of the Federation in accordance with the statutes and regulations.

The powers of the President are powers of the Council. It contracts on its behalf to the extent permitted by the laws in force in the country where the headquarters of the Federation are based. He/she represents the federation in court.

He/she may delegate his/her powers, in whole or in part, to the Vice-Presidents of the Federation, other members of the Council or the Executive Officer.

The President may not be in office for more than two successive terms.

Clause 9: Treasurer

The Treasurer implements expenditure and is responsible for managing the funds.

He/she ensures compliance with the budgetary control the results of which are reported to the Council.

He/she meets the accounting requirements in respect to members of the federation. He/she presents the annual accounts and the current year budget approved by the Council to the General Assembly.

Clause 10: Executive Officer

The Executive Officer is appointed by the Council upon proposal of the President who determines his/her duties.

The Executive Officer must not belong to the staff of an association or institution of leasing.

The Executive Officer is responsible for the implementation of action plans and the management of the federation under the supervision of the President.

He/she ensures the implementation of decisions of the Council and the General Assembly.

He/she provides the necessary contacts, for that purpose, with the members, the Administrators or professional organizations and African multilateral institutions.

The Executive Officer is also in charge of:

  • The administrative and financial management of the federation;
  • The receipt of complaints or proposals of members;
  • The drafting of reports and / or minutes of the deliberations and decisions of the Council, the Bureau and the General Assemblies;
  • The transmission of notifications or decisions of the Supervisory Authorities to the members of the federation;
  • The commitment to expenditure within budget;
  • Convening committees and work groups established within the framework of the action plans adopted by the various institutions of the federation.

Clause 11: Commissions, Committees, Work Groups

a) The Council may decide to create commissions or committees to conduct any studies on issues related to leasing.

Each commission or committee specializes in a particular area.

The number and functions of the Commissions or Committees are established by the Council.

The Presidents of the Commissions or Committees are appointed by the Council.

The other members of the Commissions or Committees are proposed by the Associations which are members of the Federation. They must have the jurisdiction to deal with matters under consideration in the studies.

The decisions made by these commissions or committees shall take effect only after approval by the Council.

b) There shall be an “ethics committee” which will define the principles of ethics within the profession.

Clause 12: Budget of the Federation

The Council sets the annual budget of the federation.

The budget covers the estimated revenue and expenditure for the year.

  1. Revenue

The revenue of the Federation shall consist of:

  • The annual membership fee, regardless of their status within the Federation (“full members”, “associates”, “correspondents” “affiliates”) and possibly specific contributions received from members of an association based on the importance of special charges that could involve the Association for the federation;
  • Subsidies, voluntary donations and bequests received from national, regional, continental or foreign institutions in the context of aid to associations
  • Revenue can be from other activities like training sessions, information and data sharing, adverts, etc.

The annual fee of the “full” members is composed of a basic fee and an additional fee.

The basic fee and the method of calculating the additional fee are set by the Council and subject to approval of the General Assembly. This approval takes effect for subsequent years until the Commission proposes new fees.

The annual fee is requested by the Council in a single installment in January.

The fee of corresponding members, associate members and affiliate members is set by the Council.

  1. Expenditure

The expenditure of the Federation duly authorized by the Council based on the budget established each year includes:

  • General operating expenses ;
  • Travel expenses, missions and receptions within the scope of members and staff activities carried out on behalf of the federation;
  • expenditure on equipment ;
  • Contributions to African and international bodies of which the federation is a member;
  • Possible participation in the expenditure incurred by the supervisory authorities in the interest of the Federation or professions within it;
  • Justified expenditure specifically authorized by the Council, such as studies, training, consultation and services offered on behalf of the federation.

Besides the normal operating budget of the Federation, the Council may call for specific contributions to cover the expenditure on common services managed by the federation on behalf of members, upon its initiative, upon the initiative of the supervisory authorities or that of members.

If the budget for one year is adopted beyond the fourth quarter of the previous year, the Council authorizes the President to sustain expenditure of normal operations of that year.

Clause 13: Approval and Audit

The Executive Officer is responsible for proper book-keeping of the federation in accordance with the requirements of the General Accounting Standards Code (GASC) and the Professional Accounting Plan of Associations of the country where the Federation headquarters is based.

Annual summary statements include an income statement, a balance sheet and an appendix.

The annual summary statements are approved by the Council based on the report of the Treasurer and submitted to the General Assembly for approval.

The annual summary statements must be audited by an auditor appointed by the General Assembly to which he/she presents his/her annual report.

The permanent mission of the Auditor is, excluding any interference in the management, to check the values, the books, accounting records of the federation and to verify the compliance of its accounting to the rules in force.

The auditor also checks the accuracy and consistency, with the summary statements, of the information given in the financial report of the Council and in the documents addressed to members of the federation on the assets of the Federation and its financial position.

The summary statements and the financial report of the Council are made available to the Auditors at least sixty days prior to the Annual General Assembly.

The report of the Auditor is made available to members of the federation two weeks before the General Assembly’s meeting.

Clause 14: Opening and operation of bank accounts or similar accounts of the federation

The President is the only person entitled to operate bank accounts or similar accounts in the name of the federation, upon formal decision of the Council

The President may delegate this authority to the Vice-Presidents and to the Executive Officer. In this case, they jointly sign with the Treasurer of the Federation.

In the case of depositing in the accounts credit, the signature of the Executive Officer or the Treasurer is enough.

Clause 15: Statutory Changes

The General Assembly may proceed with the amendment of these statutes provided that the resolution taken within these lines is adopted by a majority of at least two thirds of the votes

Clause 16: Regional Federations

The Federation may assist in the creation of regional federations by members belonging to the same geographical or economic area.

Clause 17: Dissolution and liquidation of the Federation

In case of prior dissolution for any reason whatsoever, the general assembly shall, upon the Council’s proposal, decide on the method of liquidation and appoint one or more liquidators and determine their powers.

The appointment ends the powers of the Council and the auditor.

The General Assembly, duly constituted, shall retain during the liquidation the same functions as they were prior to the liquidation; they include the power to approve the liquidation accounts, to discharge the liquidators and decide on all the social interests.

It is convened by the liquidators or one of them; they will be required to initiate the convocation when they are called upon by member companies representing at least one quarter of the members and stipulating the subjects they wish to see in the agenda.

It is chaired by the liquidators or one of them, or by a person designated by the Assembly.

The General Assembly may still revoke and replace the liquidators and extend or restrict their powers. The liquidators have the broadest powers to sell out, even amicably, all assets of the Federation, and wipe out its liabilities except restrictions that the General Assembly can implement on these powers.

The liquidation outcome is automatically transferred to the new professional association constituted under the law in force in the country where the headquarters of the Federation are based.

Article 18: Regulation of the conflicts

In case of any conflict between the members of the Federation, this one will be submitted to an arbitration college of three arbitrators which will rule on the dispute.

Failing that, the courts of the country of the head office are competent.