PREAMBLE

Members of the Ports Management Association of West and Central Africa (PMAWCA), on whose behalf the constitution is signed;

Considering the principles spelt out as well as the objectives aimed at in the Charter of the Maritime Organization of West and Central Africa (MOWCA);

Considering the desire of its members to collaborate in areas of shipping in general and particularly in Administration and management of Ports as well as Maritime and Port Companies;

Mindful of the need for its members to cooperate and collaborate in order to harmonize their Rules and Regulations and to better coordinate their activities and policies within the limits of the available or affordable means;

Convinced that the improvement and the efficiency of ports and maritime companies as well as the economic activities of its members can be facilitated through concerted studies and discussions on the main problems facing these areas within a consultation framework which can be obtained through the establishment of an Association;

Are convinced of the following:

1. The Port Management Association of West and Central Africa (PMAWCA) hereafter in this constitution referred to as the "Association", is hereby established.

2. The Association is a specialized organ of the maritime organization of West and Central Africa hereinafter referred to as ‘MOWCA’;

3. The official languages of the Association are English, French and Portuguese.

The Association intends to:

i) Provide a conducive platform for meetings and exchange of experience and expertise among its members;

ii) Work towards the improvement of the operational and management conditions of ports, maritime organizations or institutions and the economic activities of member countries of MOWCA as well as towards the enhancement of their efficiency;

iii) Achieve, with the participation of other port authorities and partners, Governments and related institutions the coordination, the harmonization and the development of maritime and economic activities of ifs members;

iv) Establish and maintain, in accordance with the provisions of this constitution, relations with other port authorities, international organizations, Governments and other institutions for the examination of problems of common interest; and

v) Promote the development of economic activities of members of the Association in order to contribute toward the regional integration;

The Association shall be made up of Regular, Associate and Observer members;

1. Shall be admitted as a Regular Member, any Ports Authority of West and Central Africa,

2. May be admitted as an Associate Member

- Any Government Department, institution or company operating within the maritime or shipping sectors of coastal countries of West and Central Africa;

- Any Government Department, any institution or company operating for the maritime and shipping sectors of landlocked countries of West and Central Africa.

3. May be admitted as an observer member

- Any country, shipping organization or institution that wishes to become a member of the Association.

The Association shall have the following organs:

a) The Council

b) The Board of Directors

c) The Secretariat

d) The External Auditor

e) The Technical Committees

f) Any working Groups which the council may establish in accordance with the provisions of this Constitution.

The Council, highest organ of the Association shall be made up of all Regular, Associate and Observer members.

During the sessions of the Council, each regular member of each State shall have a voting right.

In case of an equal number of votes, the vote of the chairman shall be the deciding vote.

Associate members and observer members shall not have voting rights.

The practical modalities for the functioning of the Council shall be defined by the Rules of Procedure.

The duties of the Council shall be as follows:

a) Determine the policy and set the general principles governing the activities of the Association.

b) Declare the admission of Regular, Associate and Observer members of the Association;

c) Consider and approve programmes, activity reports and budget of the Association;

d) Fix the amounts of annual subscriptions of Members of the Association

e) Elect the President and Vice Presidents of the Association as well as other Members of the Board of Directors with the exception of the Treasurer;

t) Elect the Secretary General of the Association on proposal of the Board of Directors

g) Determine the Mission Letter of the Secretary General

h) Appoint the External Auditor;

i) Determine the Headquarters of the Association;

j) Establish all the subsidiary bodies needed for realization of the objectives of the Association;

j) Declare the dissolution of the Association with two-third majority of Regular members subject to the approval of MOWCA after possible consultations with the United Nations Economic Commission for Africa (ECA);

k) Declare the dissolution of the Association upon the proposal of the majority of 2/3 of its members subject to the approval of the MOWCA after possible consultation with the ECA;

1) Settle as the last resort every dispute arising from the implementation of this Constitution;

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

The Board of Directors shall be made up of six (6) Regular Members;

- One Chairman

- Two (2) Vice-Chairmen

- One Treasurer

- Two (2) members

The president of the Association shall, by right, be the Chairman of the Board. The term of office of the President shall be two years, non renewable.

The Treasurer shall be appointed by the Port Authority of the Country hosting the Headquarters of the Association.

a) The rules governing the functioning of the Board of Directors shall be as stipulated in the Rules of Procedure of the Association.

The Board of Directors shall perform the following duties:

a) Submit proposal to the Council candidates for appointment to the post of the Secretary General;

b) Establish the Secretariat of the Association and recruit its personnel on the proposals of the Secretary General;

c) Supervise the smooth functioning of the Secretariat;

d) Suspend the Secretary General from the exercise of his/her functions;

e) Consider in the first instance the budget of the Secretariat, the membership Contribution rates for Regular, Associate and Observer Members, proposed by the Secretary General;

f) Adopt at the end of its meetings a report that shall be circulated to all the members of the Association;

g) Monitor the implementation of the resolutions and recommendations of the Council;

h) Take, if necessary, between two Council Sessions, any protective measures vital to the smooth functioning of the Association and render an account of such measures to the Council.

i) Settle in the first instance all disputes arising from the implementation of this Constitution.

The Secretariat shall be headed by a Secretary General elected in line with the provision of this Constitution. Its personnel shall also comprise officials recruited in pursuance of the provisions of the Staff Rules and Regulations of PMAWCA adopted by the Council and attached hereto as annex.

May vie for the post of Secretary General, any national of a Regular member state of the Association, with the exception of the one hosting the Headquarters, who meets the following criteria:

a) Hold at least a first degree or its equivalent;

b) Be able to speak and write French, English or Portuguese;

c) Having the mastery of two of the languages shall be compulsory;

d) Having a Knowledge of the third language would be an advantage;

e) Have at least four (4) year experience in one of the ports of the member states of the association.

f) Be at least thirty (30) years old and at most fifty-six (56) years old.

g) Be nominated by the Government of his/her country on the recommendation of the Port Authority.

h) Produce a clean bill of health.

Modalities for the election of the Secretary General shall be spelt out in the Rules of procedures.

The term of office of the Secretary General shall be four (4) years renewable once at the discretion of the Council while taking into account the age limits specified above.

The Secretary General shall be responsible for:

a) The administration of the Association;

b) The regular monitoring, implementation and coordination of the Association's financial, technical and other activities under the supervision of the Board of Directors;

c) The submission for approval by the Council of the Association's programmes of activity, budget and accounts;

d) The submission for approval by the Council, the Association's annual membership contribution rates after having sought the Board of Directors' approval;

e) The submission for approval by the President or, in his absence, by one of the Vice Presidents with due consideration to precedence, the application to represent the Association at meetings and events to which it is invited.

f) The submission for approval by the Council, rules guiding the Association’s administrative, financial and other activities;

g) Encouraging relationships between the Association and International Organizations on the one hand and between the Association and Governments on the other hand;

h) Proposing to the Council, after having sought the Board of Directors approval, the establishment of any subsidiary agency necessary for the achievement of its mission;

i) Attending, as an adviser all Council and Board of Directors meetings as well as all subsidiary agency meetings to which he/she will also serve as secretary;

j) Committing the Association financially with the approval of the Board of Directors;

k) Ensuring the printing and publishing of meeting information among members;

1) Ensuring the printing and publishing of meeting reports among members;

m) The safe-keeping of the Association's property;

n) Representing the Association before law courts;

0) Presenting to the Council an annual report on the Association’s activities;

p) Carrying on any other duty which may be delegated to him/her by the Council or the Board of Directors.

1. The accounts of the Association shall be audited by External Auditor appointed by the Council on proposal of the Board of Directors from among the member Ports for a non renewable period of two (2) years.

2. The Auditor shall not from the Country of origin of the President.

3. The conditions of service of the external auditor shall be as set out in the Rules of Procedure.

1. The technical committee shall be the permanent subsidiary organs of the Association. They shall comprise all members of the Association. Nevertheless, the Council may establish ad hoc committees or working groups to consider specific issues. The tenure of these ad hoc committees or working groups shall come to an end upon the execution of the missions.

2. The rules governing the operations of the technical committees shall be provided for in the Rules of Procedure of the Association.

1. The Liaison Officers are the supporting bodies to the Secretariat of the Association. They shall be appointed by the Managing Directors of member ports among their staff.

2. The rules concerning the roles, missions and duties of the liaison officers shall be provided for in the Rules of Procedure of the Association.

1. The resources of the Association shall comprise the following:

- Membership admission fees;

- Annual membership contributions

- Grants, donation and subsidies.

2. The annual budget shall be prepared by the Secretary General

The Annual financial report shall be prepared by the Treasurer and approved by the Council.

The Annual Audit report shall be prepared by the Auditor and submitted to the Council.

3. The funds of the Association shall be deposited in one or several bank accounts opened in the name of the Association in the host country or in any other member country.

4. The Secretary General and the Treasurer shall jointly sign all bank documents as well as any other documents relating to the operations on these accounts.

5. These measures shall be supplemented by a body of financial regulations.

1. The Association shall be an Inter-Port Organization vested with an International Legal Status.

2. In the country where its Headquarters is located, the Association shall seek and obtain in accordance with the laws of the country, the legal capacity to enter into contracts, acquire and dispose of movable and immovable propertyas well as sue and be sued.

The Association shall establish and maintain working relationship with the United Nations Economic Commission for Africa (ECA).

Any member of the Association may withdraw from it at any lime.

In some cases the Council may decide to suspend a member from the Association.

Any member that has withdrawn from the Association may again seek re-admission.

The conditions governing withdrawal, suspension and readmission of members shall be as defined in the Rules of Procedure.

The present Constitution may be amended by the COUNCIL under the conditions provided for by the Rules of Procedure.

1. Any dispute that may arise from the interpretation or the enforcement of any of the provisions of this Constitution which cannot be settled by the members concerned shall be referred to the Board of Directors.

2. If the Board of Directors is unable to give a ruling on the dispute or if its decisions are deemed not acceptable by the parties concerned the Case shall be referred to the Council of the Association whose decision shall be binding on the parties.

3. The Association is party to a conflict; the Secretary General of the Association shall place the matter before the MOWCA.

4. All the other modes of settlement of disputes shall be as stipulated in the Rules of Procedure.

The Rules of Procedure as approved by the Council is annexed to this Constitution and shall constitute an integral part of it.

1) This Constitution, which repeals all previous contrary provisions and shall enter into force as soon as they are approved by the Council,

2) Upon approval of these Rules, certified true copies shall be sent to members of the Association, to the ECA and to MOWCA.