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THE PAPC CONSTITUTION

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The Port Management Association of West and Central (PMAWCA), the Port Management Association of Eastern and Southern Africa (PMAESA), and the Port Management Association of North Africa (PMANA/UAPNA) on whose behalf this Constitution is signed;

Considering the importance of Ports to the economies of Nations and in the promotion of international trade;

Considering the interest for the African countries to promote development of their ports with a view to increasing their productivity and efficiency;

Convinced that cooperation between all ports in the African Continent can facilitate this development and encourage exchange of ideas and experiences among managements of the ports concerned;

Convinced that a Pan-African Association of Port Cooperation, within the framework of sub- regional port management associations, can be a forum for close cooperation thereby ensuring a coordinated, unique and credible representation of African port interests in the world:

Hereby agree as follows:

CHAPTER I: GENERAL

Article I: Creation

The Pan-African Association for Port Cooperation abbreviated as " PAPC ", (hereinafter referred to as the " Association "), is hereby established by the PMAWCA, PMAESA, and PMANA, signatories to this Constitution.

The official languages of the Association shall be English, French, Arabic and Portuguese.

Article II: Objectives

The objectives of the Association are to:

1. Provide a forum for cooperation among its members on matters concerning port development in Africa;

2. Ensure adequate representation of the interests, and promote the image of African Ports in the World;
3. Assist in the development of African Ports and improved efficiency and productivity, in particular through training, organization of the African port symposium, seminars and workshops;

4. Develop an integrated information system and network among the sub-regional port management associations;

5. Collaborate with all International Organizations, Governments and Institutions and other similar port groupings that can contribute to the achievement of its objectives.

Article III. Headquarters of the Association

The Headquarters of the Association shall function on a rotational basis as provided for in the Rules of Procedure.

CHAPTER II: MEMBERSHIP

Article IV: Category of members

The Association shall comprise regular members, associate and honorary members.

1. Regular members shall be solely the following African Port Management Associations, provided they are signatories to this Constitution:

a) Port Management Association of West and Central Africa (PMAWCA)

b) Port Management Association of Eastern and Southern Africa (PMAESA)

c) Port Management Association of North Africa (PMANA)

2. Associate members shall be Corporate and Individual bodies of African origin whose membership is proposed by a regular member;

3. Honorary membership shall be conferred to a Corporate body, individuals or any other institution by the Association.

CHAPTER III: ORGANIZATION

Article V: Organs

The Association shall have the following organs:

a) The Council
b) The Board of Directors
c) The Executive Secretariat
d) The Committee of African Port Experts
e) All other committees and working groups that the Council can create in accordance with the provisions of this present Constitution.

Article VI: The Council - Composition, Functions and Duties

1. Composition

The Council shall consist of:

The President of the Association; Regular members - with 6 representatives from each sub-regional organization;

Associate members - with 3 representatives from each affiliated organization;

Honorary members - with 1 representative from each affiliated organization;

The Committee of African Ports Experts

The Executive Secretary shall serve as rapporteur at Council meetings.

2. Functions

The Council shall meet in ordinary session at least once every three years and in extraordinary session if and when necessary.

At the Council meeting, each member shall have one vote.

Associate and Honorary members shall have no voting right.

In the event of a tie, the President shall have the decisive vote.

The Council shall meet at the invitation of the President of the Association and notices shall be sent out by the Executive Secretary.

The President of the Association shall be the Chairman of the Council meeting.

He is chosen amongst Regular Members of the Association for a four-year term of office based on the principle of rotation.

He convenes and presides over Council meetings.

He signs all Council decisions.

He represents the Association in all civil actions.

He can delegate all or part of his powers.

The practical modalities of the functions of the Council shall be defined in the Rules of Procedures.

3. Duties

The Council shall be the supreme organ of the Association. It shall have the powers to take decisions and shall be the only organ competent to:

a) Define the general policies of the Association;

b) Determine the general principles relating to the activities of the Association;

c) Approve the Rules of Procedure of the Association;

d) Examine and approve the program of activities of the Association;

e) Determine the rate of contribution of members;

f) Examine and approve the budget of the Association;

g) Admit Associate and Honorary members;

h) Approve the appointments of the President, Executive Secretary and Treasurer of the Association;

i) Approve the appointment of members of the African Port Experts Committee, as proposed by the Board of Directors;
j) Settle finally all disputes amongst members resulting from the implementation of these statutes;

k) Set up any other committee or working group deemed necessary to the achievement of the objectives of the Association;

l) Approve all co-operation agreements between the Association and other international port organization;

m) Name a liquidator in the event of dissolution of the Association.

Article VII:
The Board of Directors - Composition, Functions and Duties

1. Composition

The Board of Directors shall consist of:

The President of the Association;

The Presidents of the other two regular sub-regional organizations

The First Vice President of the sub-regional organization assuming the Presidency of the Association;

The Executive Secretary of the Association;

The Secretary Generals of regular sub-regional member organizations of the Association.

The Chairman of the Council shall be the Chairman of the Board of Directors.

2. Functions

The Board of Directors shall meet once every year on the invitation of the Chairman.

The practical modalities of the functions of the Board of Directors shall be defined in the Rules of Procedure.

3. Duties

The duties of the Board of Directors shall be as follows:

a) Take the initiative or decision for the smooth running of the Association;

b) Prepare a program of activities for Council's consideration and approval;

c) Supervise the running of the Executive Secretariat;

d) Examine first the budget of the Executive Secretariat, members' contributions as proposed by the Executive Secretary;

e) Adopt at the end of its meetings a report, which shall be circulated to all members of the Association;

f) Take, at interval of two Council meetings, any measure deemed necessary for the smooth running of the Association and to report such action to the Council;

g) Settle first all disputes resulting from the implementation of these statutes.

Article VIII: The Executive Secretariat - Organization, Designation and Duties

1. Organization

The Secretariat shall be headed by an Executive Secretary. It can recruit a person or persons on contract basis if necessary to perform specific duties.

2. Designation

The Secretary General of the Sub-regional Organization that assumes the Presidency of the Association shall be the Executive Secretary of the Association.

The Treasurer of the Sub-regional Organization that assumes the Presidency of the Association shall be the Treasurer of the Association.

This designation shall be ratified by the Council.

3. Duties

The Executive Secretary shall be responsible for the administration of the Association. In that capacity, he shall:

a) Ensure, under the supervision of the Board of Directors, regular execution and coordination of the financial, administrative and technical activities of the Association;

b) Propose for the consideration of the Board of Directors the program of activities, budget and accounts of the Association, and rates of annual contribution by members of the Association;

c) Propose to the President the representation at meetings to which the Association is invited;

d) Propose to the Board of Directors the rules and regulations relative to the administrative, financial and technical activities of the Association;

e) Help develop relationships amongst members of the Association on the one hand and international organizations as well as Governments on the other hand;

f) Ensure the circulation of information amongst member organizations of the Association;

g) Represent the Association before the Courts.

The term of office of the Executive Secretary shall coincide with that of the sub-regional organization assuming the Presidency of the Association.

The Office of the Executive Secretary shall not attract any remuneration.

However, the Executive Secretary shall be entitled to representation allowances the amount which shall be determined by the Board of Directors and approved by the Council.

The Executive Secretary shall be answerable to the Council.

All other conditions of service of the Executive Secretary shall be as defined in the Rules of Procedure.

Article IX: The Committee of African Ports Experts

1. Composition

For the implementation of its mission, the Association shall have a Technical Committee known as "African Port Experts Committee".

The list of the members of the Committee of African Ports Experts are appointed is approved by the Council on the proposal of Board of Directors for a four (04) year term of office, renewable once.

The Experts shall be chosen in such a way as to embrace the following main domains of port activity: Finance and Accounts, Computer Systems and Information Technology, Equipment and Operation, Engineering, Administration and Management of Human Resources.

However, the Council may appoint short-term external consultants and experts if necessary.

2. Functions

The modalities of the functions of the Committee shall be as defined in the Rules of Procedure annexed hereto.

3. Duties

The Committee of Experts shall be charged with the study of technical matters submitted by the competent organs of the Association. If need be, some of the members, recognised for their expertise, can be entrusted with the implementations of specific missions in the form of technical assistance or project implementation.

The services of the Experts Committee shall be rendered free of charge. However, for the implementation of certain mission, they shall be entitled to allowances in addition to the cost of transportation and accommodation.

The value of these allowances and the conditions of application shall be approved by the Council on the proposal of the Executive Secretariat of the Association.

CHAPTER IV: FINANCIAL PROVISION

Article X: Resources

The resources of the Association shall consist of:

Contributions of members;

Income-generating activities;

Donations, grants and legacies

.Article XI: Budget

The budget of the Association shall be prepared by the Executive Secretary for the consideration of the Board of Directors and shall be approved by the Council.

At the end of each annual exercise, the Executive Secretary shall present a financial report to the Board of Directors for its approval.

At the end of triennial exercise, the Executive Secretary shall present a financial report for the consideration of the Board of Directors and Council's approval.

Article XII: Accounts

The funds of the Association shall be deposited in its name in American dollars or any other convertible currencies in one or two bank accounts in one member country.

The Executive Secretary shall be the accounting officer of the Association.

Article XIII: Audit

The accounts of the Association shall be audited at the end of the triennial exercise by an Auditor, who will certify the regularity and truthfulness of the accounts.

The audited accounts shall be submitted to the Council for its approval.

The Auditor shall be appointed and terminated by the Council on the proposal of the Board of Directors. He shall be chosen amongst members of the African Ports Experts Committee, as defined in the Rules of Procedure annexed hereto.

CHAPTER V: FINAL PROVISIONS

The Pan-African Association for Port Cooperation shall be an International Association, which shall enjoy legal immunities and privileges.

The Executive Secretary shall take all necessary steps to ensure the recognition and respect of this status in conformity with relevant International Conventions.

Article XIV: Special Relations with the UN Economic Commission for Africa

The Association shall establish close working relationship with the UN Economic Commission for Africa (ECA).

Article XV: Admission, Withdrawal, Suspension and Re-admission

1. Admission and Withdrawal

All members can be admitted or withdraw as defined in the Rules of Procedure, annexed hereto.

2. Suspension

In some cases, Council can order the suspension of a member of the Association.

3. Re-admission

Any member that withdrew from the Association can re-apply for membership.

The conditions for withdrawal, suspension and re-admission of members are defined in the Rules of Procedure hereto annexed.

Article XVI: Amendments

This Constitution can only be amended by the Council, as defined in the Rules of Procedure hereto annexed.

Article XVII: Dispute Settlement

1. Any dispute arising from the interpretation of any of the articles of this Constitution which members of the Association cannot solve shall be referred to the Board of Directors.

2. In the event the Board of Directors cannot make a pronouncement or that its conclusions are not acceptable to the parties to the dispute, the matter shall be referred to the Council, whose decision shall be binding to the parties.

3. All other modalities for settlement of disputes are defined in the Rules of Procedure hereto annexed.

Article XVIII: Review

This Constitution can be reviewed by the Council meeting at an extraordinary session convened solely for this purpose.

The decision to review this Constitution shall be by two-thirds (2/3) majority of the regular members present and voting.

Article XIX: Rules of Procedure

Rules of Procedure shall be approved by the Council and annexed to this Constitution of which it forms an integral part.

Article XX: Effective date

This Constitution shall take effect from the date of signing by at least two-thirds of the regular members.

Article XXI: Depository of the Constitution

The original of the signed copies of this Constitution shall be deposited in the regular member countries' hosting the Secretariat of the sub-regional organizations.

It shall also be deposited at the ECA Secretariat.