STATUTES

P R E A M B U L E

Considering the sociocultural, geographical, financial and educational difficulties in accessing health care within Cameroonian communities;
Considering the uneven and sometimes insufficient health services available to communities living in Cameroon and elsewhere;
Considering that the training of health personnel is sometimes inadequate for the post, function or needs of Cameroonian communities and others;
Considering the commitment of each member of this association to contribute towards government efforts aimed at improving health and living conditions;
Considering the necessity for every individual to attain the best possible state of health;
Considering the contribution of health to the socioeconomic development of all communities;
Considering that the association is a framework for synergy which would improve the achievement of individual health objectives;

Title 1: Constitution and Creation

Article 1: There is created in Yaoundé (under the provisions of Law No. 90/053 of December 19, 1990), an association named "Health and Development" in French "Santé et développement", abbreviated as HEAD/SADEV.

Article 2: HEAD/SADEV is a non-profit, apolitical association.

Article 3: The motto of HEAD/SADEV is: Solidarity – Health – Development.

Title 2: Purpose and Territory

Article 4: The association HEAD/SADEV aims to contribute to government efforts directed toward improving the health and living conditions of populations through:

Promoting the well-being of all and health in particular by providing information, education, awareness campaigns and mass communication, especially targeting vulnerable populations such as women, children, and the elderly;
Developing income-generating economic activities at grassroots level;
Promoting healthy lifestyles, hygiene and public sanitation in households in both rural and urban areas;
Improving financial, geographic and socio-cultural accessibility to curative, preventive and promotional healthcare;
Initiating and conducting research projects;
Initiating and conducting training projects;
Planning, executing, monitoring, evaluating and supervising community health projects;
Assessing and transforming health systems with a view to improving access to care;
Making its expertise available to projects and programs in the aforementioned fields.

Article 5: HEAD/SADEV may carry out its activities throughout the territory of Cameroon and anywhere else where there is a need.

Title 3: Duration and Registered Office

Article 6: Head Office of the Association
The registered office of HEAD/SADEV is located in Yaoundé. It may be transferred to any other locality upon decision of the Founding Committee.

Article 7: Duration of the Association
HEAD/SADEV has an unlimited duration.

Title 4: Conditions of Membership and Withdrawal

Article 8 - Membership

Membership in HEAD/SADEV shall be open without any discrimination based on ethnic or tribal origin, race, political affiliation, union membership, religious beliefs or philosophical convictions.

Any natural person wishing to become a member must:

Submit a membership application to the President of the association;
Present a letter motivating their candidacy;
Sign a membership contract;
Respect these statutes and internal regulations derived from them;
Provide a curriculum vitae;
Provide a photocopy of their national identity card or passport, or certificate of nationality;
04 color photos (4x4 cm).

The decision to admit a new member must be made by the General Assembly convened with at least two-thirds (2/3) of the members regularly listed, solely after a favorable opinion of the Founding Committee. Decisions are taken by simple majority of votes cast, with the President's vote being decisive in case of a tie.

In the event of unavailability or impossibility to convene a General Assembly, the Founding Committee alone may validate and pronounce a decision on admission.

Article 9: Withdrawal

Withdrawal from the association may occur under the following conditions:

In the case of death, the rights of the deceased pass to his/her heirs who also assume responsibility in case of debts.
In the case of resignation, the concerned party submits a motivated letter to the President at least three (03) months before the end of the fiscal year. The status of amounts to be refunded and debts owed will be discussed and decided upon in a General Assembly of members. Resignation becomes final only after settlement of outstanding dues.
In the case of definitive exclusion pronounced by the General Assembly of members after a provisional decision by the Executive Board. The concerned member is granted a two (02)-month notice period for defense. The fate of his/her rights and debts is also discussed in the General Assembly.

Withdrawal does not release the member from financial responsibilities arising from obligations prior to resignation or exclusion. However, no new action shall be admissible against a resigning or excluded member or against their heirs, either from the association or its creditors, after a period of two (02) years following resignation, exclusion, or death. The same applies to actions that he/she or their heirs may initiate against the association.

Title 5: Rights and Duties of Members

Article 10: Rights of Members

Every member listed on the updated nominal register has the right:

To benefit from all services provided by the association.
To consult the association’s documents, including financial documents, upon express authorization from the Founding Committee and/or the President. This applies equally to non-members.
To participate in all decision-making processes and in General Assemblies.
To be elected to the organs of the association subject to the provisions of these foundational texts except for the Founding Committee and the Council of Elders.
To use the facilities and services of the association according to modalities set forth in the statutes.
To withdraw voluntarily from the association upon completion of their commitment term, subject to the provisions regarding resignation.
To benefit from any other rights provided by the present statute or the internal regulation or resulting from any activity of the association.

Article 11: Obligations of Members

Membership in the association entails for each member:

The obligation to comply with legislative, regulatory and statutory provisions governing associations in Cameroon.
The obligation to pay membership fees, subscriptions, and fines resulting from failure to respect the basic texts or personal commitments in activities.
The obligation not to join another association carrying out the same activity within the same territorial jurisdiction.
The obligation to participate actively in health activities planned by the association.
The obligation to comply with any other provision provided for by the present statute or the internal regulation or resulting from any activity of the association.

The financial liability of a member vis-à-vis the group's debts in case of insolvency is limited to three (03) times the amount of their subscription.

Title 6: Organization and Functioning

Article 12: Organs of the Association

HEAD/SADEV consists of five organs:

The General Assembly (AG)
The Executive Bureau (the Bureau)
The Technical Bureau
The Council of Elders
The Founding Committee

Article 13: Role of the General Assembly

The AG is the supreme organ of the association alongside the Founding Committee. Its decisions are sovereign and are taken by simple majority of votes cast, subject to a veto supported by the Founding Committee.

A quorum is achieved when two-thirds (2/3) of its members or their representatives are present, including at least two (2) founding members.

In case of a tie, the vote of the President and each founding member counts double.

Meetings are held once per quarter in ordinary session and whenever necessary in extraordinary session.

It is composed of founding members and all members of the association. It is responsible for:

Defining and ensuring the achievement of the association’s objectives.
Exercising oversight over the acts of the Executive Bureau.
Admitting new members.
Defining the rights and duties of members.
Settling disputes and determining the rights of those excluded or resigned.
Drafting an internal regulation.

The AG is convened by a founding member, the Founding Committee, and the Executive Bureau.

Article 14: Election, Composition and Role of the Executive Bureau

The Executive Bureau is elected by the AG after review of candidacies and a favorable opinion from the Founding Committee. Members of the Bureau are elected among members of the General Assembly who have been in the association for at least two (02) years, by individual ballot, by absolute majority in one round if there are at most two candidates, and in two rounds if there are more than two candidates. For a term of two (02) years, renewable.

It meets as regularly as possible. It is composed of:

A President (PR)
A Vice President
A Treasurer
A General Secretary (SG)
An Assistant General Secretary
Two Auditors (CC)
Special Advisors

This Bureau is responsible for:

Implementing resolutions passed by the General Assembly.
Keeping records and registers of members.
Preparing and submitting to the General Assembly the annual activity report.
Preparing and submitting to the General Assembly future perspectives.
Preparing and submitting to the General Assembly the plan of action for the following year.

Article 15: Responsibilities of Individual Members of the Executive Bureau

The President
He represents the association with the founding members in all civil acts. He is responsible for overseeing the action plan, resource management, budget execution with the Executive Bureau, and thus serves as the chief disbursing officer of funds, movement of material resources, and missions of the association, subject to approval by the Founding Committee. He chairs sessions of the General Assembly and the Executive Bureau. He co-signs official documents of the association with founding members. He may delegate all or part of his powers to the General Secretary or any other member of the Bureau.

The Vice President
He is the general coordinator of the Technical Bureau and the statutory replacement of the President in case of death, resignation, or inability to perform duties.

The General Secretary
He is responsible for drafting the association's correspondence and archiving all documentation. He prepares the action plan and activity reports. He organizes meetings of the General Assembly, Executive Bureau, and Technical Bureau, and is responsible for maintaining attendance lists and minutes of meetings.

The Auditor
He prepares the association’s budget and ensures its implementation and necessary adjustments. He prepares financial reports. He is responsible for managing the association’s material resources. He co-signs financial disbursements and deposits copies with the Founding Committee. He verifies the actuality and accuracy of expenses and keeps supporting documents.

The Treasurer
He is the main cashier of the association. He issues receipts for incoming funds and clears outgoing funds after verifying the conformity of the disbursement order, and deposits copies with the Founding Committee.

Article 16: Composition and Role of the Technical Bureau

Under the direct control and supervision of the Founding Committee, the Technical Bureau is responsible for coordinating, studying feasibility, implementing, monitoring and evaluating all health projects and programs to be carried out by the association.

The Technical Bureau is composed of:

A General Coordinator, who is the Vice President of the association;
An Assistant General Coordinator;
Coordinators of various projects.

The General Coordinator and his assistant, after examination of applications and favorable opinion of the Founding Committee, are voted into position by the General Assembly by simple majority of votes.

Project coordinators are selected after study, examination of applications and favorable opinion of the Founding Committee.

Article 17: Responsibilities of Members of the Technical Bureau

Under the direct control and supervision of the Founding Committee, the General Coordinator is responsible for coordinating and evaluating all health projects of the association, supervising project coordinators, and reporting to the Founding Committee. The Assistant General Coordinator assists and replaces the General Coordinator in his absence.

Project coordinators are responsible for the implementation, monitoring, and direct supervision of projects under their responsibility.

Each project is composed of a coordinator and project delegates.

Article 18: The Council of Elders

The Council of Elders is the organ that brings together all advisors, resource persons, and sponsors of the association. As the name suggests, it is purely advisory; it advises, guides, and supports the association in its choices, projects, and decisions. Under no circumstances can it replace the Executive Bureau, founding members, make decisions, or represent the association in civil life.

Membership in this council is acquired by nomination or co-optation by the Founding Committee. They may, however, be proposed.

Article 19: The Founding Committee

The Founding Committee is the supreme organ of the association. It is composed of the founding members of the association.

Its members are the principal contributors to the capital of the association.

The Founding Committee represents the association in all civil acts. It defines directions, objectives, ambitions, and other non-health projects of the association.

As such, it oversees the action plan, resource management, budget execution, movements of material resources, and missions of the association. It supervises the Executive and Technical Bureaus. It co-signs official documents of the association. The quality of its members is hereditary and automatically transmitted to their heirs.

In the event of unavailability or impossibility to convene a General Assembly, the Founding Committee is the sole body competent to validate decisions and pronounce interim admissions or nominations.

It gives favorable opinions before any important decisions emanating from all organs of the association as provided for in this Statute and beyond as required by urgency.

During the General Assembly, it holds a right of veto during sovereign and important decisions that may harm or modify the objectives of the association.

At least two founding members complete and validate the quorum of the General Assembly (two-thirds of its members or their representatives). In case of a tie, like the President's voice, each founding member's voice counts double.

A founding member or the entire Founding Committee may convene the General Assembly.

The Founding Committee also has competence to:

Define and ensure the achievement of the association’s objectives.
Appoint special advisors in the Executive Bureau.
Exercise control and direct supervision over the acts of all organs of the association.

The Founding Committee is authorized to take credits, loans, and investments on behalf of the association but must inform the Executive Bureau.

Decisions of the Founding Committee are valid only when taken unanimously by its members; they must therefore harmonize their viewpoints.

Article 20: What to Do in Case of Absence of a Bureau Member

In the event of resignation of a bureau member; and pending his replacement, the Founding Committee appoints an interim. The Executive Bureau then proposes to the adoption (by secret ballot and simple majority) of the General Assembly a proposal for designation of the replacement. If rejected, the Executive Bureau must submit new proposals.

Article 21: Resources of the Association

The resources of the association come from the capital raised by the founding members, member subscriptions, credits, subsidies, fines, donations, legacies, and services rendered to third parties in the context of its activities.

These resources are used to finance ongoing projects and ensure the functioning of the association.

Article 22: Financial Year

The financial year runs from January 1st to December 31st of the year.

Article 23: Distribution Modalities of Remaining Assets in Case of Voluntary Dissolution

In case of voluntary dissolution, a liquidator is appointed by the Assembly of members while the Executive Bureau is dissolved. After repayment of claims; The remaining assets are distributed to the members proportionally to their contributions and investments in the group following the modalities prescribed in Article 22.

Article 23 bis: Distribution Modalities of Remaining Assets in Case of Liquidation

In case of liquidation, the protection of creditors' interests is the same as in the liquidation of a commercial company.

However, after the opening inventory of liquidation drawn up in the presence of the group's creditors, the order of payment of liabilities follows the following priorities:

Liquidation costs;
Settlement of previously registered creditors in accordance with current rules, claims due to members being considered at the same level as those of third parties;
Devolution of donations, legacies, and other conditional contributions received to public or parastatal establishments, private individuals, or Non-Governmental Organizations;
Refund to founding members of the sums they paid into the organization as individual contributions to its patrimony;
Distribution of remaining amounts to members in proportion to each member's contributions to the group.

Article 24: Internal Regulation

Whenever necessary, an internal regulation will specify the particular provisions of these statutes, particularly those relating to the proper functioning of the group.

Article 25: Cases of Credits, Loans, and Investments

Decisions concerning the ceiling of credits, loans, and investments negotiated by the Executive Bureau are taken by the General Assembly of members after favorable opinion of the Founding Committee with a quorum of presence of at least two-thirds (2/3) of the members regularly listed on the updated nominal list and a majority of at least two-thirds (2/3) of the voters for decision-making.

The Founding Committee is authorized to take credits, loans, and investments on behalf of the association but must inform the Executive Bureau.

Title 7: AMENDMENTS, DISSOLUTION

Article 25: Cases of Membership in a Union or Federation

The decision to join a union or federation is taken by the Founding Committee.

Article 26: Cases of Merger, Division, Dissolution, or Transformation

For the interest of members, the association may merge with another, split, dissolve, or transform into another form of society. The decision is taken by the Founding Committee.

Article 28: Use of the Statutes

Any amendments to these statutes shall be taken by the Founding Committee convened for this purpose. The rules of quorum and decision-making are those mentioned in Article VII.

These statutes were adopted at the constitutive General Assembly of the group and come into force upon legalization by the supervisory authority.

Article 20: These statutes take effect from the date of their approval by the General Assembly.

Done in Yaoundé on December 29, 2012

FOR THE GENERAL ASSEMBLY, and P.O. THE PRESIDENT