BYLAWS OF THE AFRICAN SECTION OF CEDA

"CENTRAL DREDGING ASSOCIATION "

CHAPTER ONE: NAME, OBJECTS, MEANS AND MEMBERSHIP

ARTICLE 1: NAME

1.1 The official name of the Section is CEDA African Section. The Central Dredging Association "CEDA", is legally constituted and seated in Delft, Netherlands. The CEDA African Section shall be created in compliance with the laws and regulations of the Kingdom of Morocco, and in compliance with the Articles of Association of the Central Dredging Association and with the terms of the present bylaws.

1.2 The geographical area served by the Section is Africa.

1.3 The seat of the Section will be in Casablanca, Morocco

ARTICLE 2 : OBJECTS

2.1 The objects of this Section are the same as the objects of CEDA with a focus on the African countries. The objectives of the section conform to those stipulated in the articles of association of CEDA.

2.2 These objectives are included in the CEDA Articles of Association and supplemented as follows:

- Implementing proactive strategies that will be able to satisfy the needs of the dredging in the regions and contribute to the development of dredging and related activities;
- Initiating and/or supporting research in the field of dredging and related activities;
- Enriching the Public's knowledge concerning dredging and the importance of its contribution to the development of the Society;
- Contributing to the standardisation and the bringing up to date of the regulations concerning the field of dredging and related activities;
- Ensuring that the environmental dimension is integrated into these activities.

ARTICLE 3 : MEANS OF ACTION

3. 1 To achieve the objectives mentioned in Article 2, this Section may:

- Organise congresses, seminars, lectures, conferences, professional visits to sites for members and guests from the African region and from other parts of the world.
- Participate in the development of dredging strategies at national and regional levels, and establish a compatibility between them;
- Provide documentation and other means of information promote a wide comprehension of dredging by professionals and by the public in general;
- Provide information at the request of the members;
- Create a data base of the dredging activity and put it at the disposal of the members;
- Study the issues arising from specific dredging works in the countries of the region;
- Consider and develop proposals relating to the use of dredged sand for constructional purposes;
Take into account factors relating to the environment, the protection of the coastline, the regeneration of beaches and the equilibrium of ecosystems.

ARTICLE 4: MEMBERSHIP

4.1 All members of CEDA who reside and work in the area named under 1.2 will be automatically members of the African Section.

4.2 Shall be admitted as professional members : Administrative entities legal entities (firms, government, owned corporations, bodies and associations. The activities of which is directly or indirectly related to the objects of the African Section, and which practice their activities in the area of action of the Section.

4.3 Shall be also admitted as individual members : Natural persons (professionals, researchers, experts and students) who are interested in the activities related to dredging and the connected or annexed activities.

CHAPTER TWO: ORGANIZATION AND FUNCTIONING OF THE ASSOCIATION

ARTICLE 5: STUCTURES OF THE SECTION

5.1 The African Section is constituted of the following structures :

a- The Annual General Meeting;
b- The Board;
c- The Permanent Secretariat

Sector-based specialised, or sub-regional committees, can be created subject to the approval of the Annual General Meeting, at the request of the board.

SECTION I: ANNUAL GENERAL MEETINGS

ARTICLE 6: ANNUAL GENERAL MEETING

6.1 The Annual General Meeting of the African Section shall be held in every year, according to the Provisions of the bylaws, on the indicated day, hour and place.

6.2 It shall be convened by the President and, if the case arises, by one quarter (¼) of the members.

6.3 Written notice of an Annual General Meeting shall be given to the members by the Board at least one month in advance.

6.4 Besides the place, date and time of the meeting the notice shall contain the agenda of the subjects to be considered; copies of the financial statement under para. XXXX13.2.2 hereof shall be attached to the agenda.

ARTICLE 7: DECISION MAKING OF THE ANNUAL GENERAL MEETING

7.1 The decisions shall be taken by the clear majority of the vote.

7.2 The ordinary members shall have one vote and corporate members two votes.

7.3 Any member is entitled to send a representative to a General Meeting, with a written proxy. No person may cast more than three votes.

7.4 Resolutions or decisions will require that at least half (1/3) of the members of the Section be in attendance of the Annual General Meeting. In the case, this quorum is not reached, another annual general meeting shall be convened within more than three month. In this case, the decision shall be taken during the new annual general meeting what ever the quorum is.

ARTICLE 8: AUTHORITIES OF THE ANNUAL GENERAL MEETING

8.1 The Annual General Meeting shall be informed at the end of each Association year about of the reports of the Board on the status of the association affairs and on its management of affairs, presented by the President and the Treasurer. It approves the balance sheet, as well as the accounts of the previous Association year and delivers quietus to the Board after deliberations. The Annual General Meeting shall elect every two years the President and the members of the Board and ratify the eventual creation of the Sector based specialised and Sub-Regional Committees.

ARTICLE 9: THE EXTRAORDINARY GENERAL MEETING

9.1 The Extraordinary General Meeting shall be convened by the President or at the request of one thirds (1/3) of the members. It shall be authorised to bring useful modifications to the bylaws. It shall also decide about the dissolution of the Section about its merger or union with other regional or national sections of CEDA having a similar or analogous goal. In this case, include at least two thirds 2/3 of the members. In the case this quorum is not reached, another extraordinary General Meeting shall be convened within no more than three month. In this case, the decision shall be taken during the new Extraordinary General Meeting what ever the quorum is.

SECTION II: THE BOARD

ARTICLE 10: COMPOSITION OF THE BOARD

10.1 The Board shall be composed of at least seven (7) members elected by the Annual General Meeting that appoints the President, for a duration of two (2) years..

ARTICLE 11: FUNCTION OF THE BOARD

11.1 The Board of the Section shall meet al least twice a year.
Beside the president the Board shall be composed of :.

• Four (4) Vice-Presidents, or more.
• A Treasurer.
• A Deputy Treasurer.

11.2 These functions shall be shared out between the members elected.

11.3 The President shall attend to the implementation of the general policy of CEDA as it relates to that of the Section defined by the Annual General Meeting, and to the application of the decisions of the Board, and the regular functioning and management of the Section. He shall present a report on the status of affairs of the Section, and the financial report on its management of affairs before the Annual General Meeting.

11.4 The Vice-Presidents support the President in the execution of his functions, and replace him in the case of absence. They may take charge the affairs of the sector and sub-regional committees, under the coordination of the president.

11.5 The Treasurer shall keep the accounts of the Section. He shall account for the financial situation before the Board. A report of the accounts shall be submitted on a yearly basis to the Annual General Meeting of the Section and to CEDA. He/she shall proceed, with a written authorisation of the President, to all financial and bank operations, related to the management of the association. For all the operations that may bind the Section , the signature of the Treasurer and the approval signature of the president shall be required.

11.6 The Deputy Treasurer shall support the Treasurer in the execution of his functions, and shall also replace him in the case of absence.

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SECTION III: THE PERMANENT SECRETARIAT

ARTICLE 12:

12.1 The Permanent Secretariat shall be appointed by the Board, taking into account the proposal of the President. It shall be entrusted with the regular management and functioning of the Section, in addition to the implementation of the decisions taken by the Board.

12.2 It shall be directly attached to the President of the Board, and under his authority.

CHAPTER THREE: FINANCES

ARTICLE 13: FINANCES RESOURCES

13.1 The CEDA African Section shall derive its income :

1- Via CEDA, after the approval of the annual budget supporting its annual activities
program adopted by CEDA board.
2- Membership fees
3-Other taking (sponsoring, announcement, margins engendered by the organisation of
activities, etc)
4-Donations and legacies of natural persons or of private or government owned, national
or international legal entities.

13.2 The Treasurer shall render account of the financial activities of the Section to the Board of CEDA in accordance with the requirements of the Board of CEDA.

13.3 In so far as they are not covered in 7.1, activities of the Section must be financially self-supporting.

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