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INTERNAL REGULATIONS

PREAMBLE

Considering the Canada Not-for-profit Corporations Act,
Considering the Regulations on Canadian Corporations,
Considering the Bylaws of YARLAADE – The Observatory for Peace and Good Governance in the Central Sahel,
We, the founding members, have adopted these Internal Regulations.

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Article 1

Legal Value of the Internal Regulations

These Internal Regulations complement the provisions of the Bylaws of YARLAADE. In the event of a normative conflict between the two texts, the Bylaws shall prevail.

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Article 2

Convening the General Assembly

The General Assembly meets twice a year upon the call of the Executive Committee.
The ordinary General Assembly is convened by the Executive Committee in accordance with Article 14 of the Bylaws. The agenda is set by the Executive Committee.

An extraordinary General Assembly may be convened either at the request of the Executive Committee or at the request of at least one quarter (1/4) of the active members, on the day, time, and with the agenda established by them.

The notice of meeting must be sent to active members at least one week before the scheduled date. The written notice, including the agenda, shall be sent by email at least one week prior to the meeting to all active members.

This one-week notice may be shortened in case of emergency. The President shall determine whether the situation constitutes an emergency. The urgency must be real and justified and shall be declared by at least one quarter of the members present.

During any of its meetings, the General Assembly may decide the date, time, and place of the next meeting if the items on the agenda have not been completed.

Meetings of the General Assembly shall be held at the headquarters of YARLAADE, established in Toronto, in accordance with Article 20(1) of the Canada Not-for-profit Corporations Act, unless the General Assembly decides otherwise.

The President sets the agenda, which includes all matters to be discussed by the General Assembly.

Any proposal from a member of the General Assembly must be submitted in writing to the Vice-President at least two weeks before the meeting date. It will then be included in the agenda and must be accompanied by an explanatory note or any document that may assist the General Assembly in its deliberations.

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Article 3

Right to Consult Documents

All complete files related to matters on the agenda, as well as the minutes of the General Assembly, shall be made available to the members of the Observatory. These documents may be consulted at any time at the YARLAADE headquarters.

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Article 4

Minutes

Before taking part in a meeting, members of the General Assembly shall sign the attendance list. The names of those who have signed shall appear in the minutes.

It is the responsibility of the President and the Secretary General to record the arrival and departure times of members.

The minutes of the previous meeting shall be sent to active members one week after the meeting, after being submitted to the President for approval.

At the opening of each session, the decisions from the previous meeting shall be read aloud. Any member has the right to contest the minutes. If the remarks are deemed justified, the Secretary General shall prepare an amended version.

The adopted minutes shall be signed by the President and the Secretary General.

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Article 5

Quorum

The General Assembly may deliberate only if a majority of its active members are present. If the Assembly has been convened twice without reaching quorum, a third and final meeting may validly deliberate on the agenda items regardless of the number of members present.

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Article 6

Chairing the General Assembly

The President chairs the General Assembly. In his or her absence, the Vice-President may validly replace him or her. The President opens and closes the session and holds all the prerogatives of the meeting.

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Article 7

Conduct of the Meeting

At the appointed date and time, once quorum is reached, the President declares the meeting open.

The President shall open the meeting no later than fifteen minutes after the scheduled time. If the President is not present after fifteen minutes, the Vice-President automatically replaces him or her. If both are absent, the meeting is chaired by the Treasurer General.

If after thirty minutes the quorum is still not reached, the President may postpone the meeting. The Secretary General shall record this on the attendance list, which shall be countersigned by the members present.

No one may interrupt a speaker except to raise a point of order or to refer to the Internal Regulations.

If the meeting becomes disorderly or disrespectful to the point that normal proceedings are compromised, the President shall issue a warning that continued disruption will result in suspension of the meeting. If the disturbance persists, the President may suspend or close the meeting.

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Article 8

Presentation of New Members

In accordance with Article 5 of the Bylaws of YARLAADE, the General Assembly welcomes new members and may, if necessary, refuse their admission.

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Article 9

Grounds for Suspension, Exclusion, or Dismissal

In accordance with Article 13 of the Bylaws of YARLAADE, any member may be suspended, excluded, or dismissed for the following reasons:

  • Non-compliance with the Bylaws or Internal Regulations

  • Non-payment of membership dues

  • Repeated absences without justification

  • Lack of interest in the Observatory

  • Serious misconduct

Any member of a governing body who is suspended is automatically removed from office. Any member who commits a serious offense while performing their duties is automatically dismissed.

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Article 10

Convening the Executive Committee

At the call of the President, the Executive Committee meets at least once a month.

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Article 11

Minutes of Executive Committee Meeting

The minutes of the Executive Committee meetings are prepared by the Secretary General.

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Article 12

Auditors

The two auditors appointed by the General Assembly ensure, in accordance with Articles 23 and 24 of the Bylaws, the proper maintenance of the Observatory’s accounts.

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Article 13

Membership Dues

The active member’s contribution is set at 30 dollars per month. This amount may be revised by the General Assembly.
Each member is required to pay their monthly dues, for which a receipt—approved by the Executive Committee—will be issued.

All contributions form part of YARLAADE’s assets and are non-refundable.

All income from membership dues, donations, and legacies shall be deposited in YARLAADE’s account at a financial institution.

To facilitate collection, members may pay by direct bank deposit or directly to the Treasurer General.

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Article 14

Expenses of YARLAADE

The cash voucher, bank transfer, credit card statement, or cheque constitutes the only accounting document authorizing fund disbursement, and must bear the authorized signatures of the President and the Treasurer General.

Expenses are authorized by the General Assembly and executed under the regular management of the Executive Committee.

However, in urgent cases, the Executive Committee may approve expenditures and later inform the General Assembly.

Any mismanagement of YARLAADE funds shall result in sanctions as per Article 13 of the Bylaws.

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Article 15

Seal of YARLAADE

The Secretary General is responsible for the seal of the Observatory.

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Article 16

Headquarters of YARLAADE

The headquarters of the Observatory is located in Toronto, Ontario, Canada. It may be relocated elsewhere in Canada by decision of the General Assembly. The Board of Directors may determine the exact address by resolution.

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Article 17

Membership Conditions

Any person residing in Canada may become a member by completing the prescribed application form and receiving the approval of the Executive Committee.

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Article 18

Board of Directors

The Board of Directors of the Observatory is composed of the five founding members. Subject to the approval of the General Assembly, the Board may modify its composition by majority vote in accordance with section 133 of the Canada Not-for-profit Corporations Act.

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Article 19

Powers of Directors

In accordance with section 124 of the Canada Not-for-profit Corporations Act, the directors have full authority to manage YARLAADE’s current affairs. They may, among other things, contract loans, issue or sell YARLAADE’s debt securities, use them as collateral, guarantee obligations of another person on behalf of the Observatory, or secure any part of YARLAADE’s assets—present or future—to ensure its obligations.

The Board may solicit or accept gifts, donations, or legacies to promote the objectives of the Observatory, authorize expenditures, and permit the hiring of employees with appropriate compensation.

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Article 20

Meetings of the Board of Directors

Meetings may be held at any time and place determined by the directors, provided that each director receives notice by email at least fourteen days in advance.

The notice shall specify any matters falling under section 138(2) of the Canada Not-for-profit Corporations Act.

Any director may participate by telephone, electronic, or other means that allows effective communication; such participation counts as attendance.

Each director present has one vote, and a majority constitutes quorum.

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Article 21

Indemnification of Directors and Others

A director, as well as their heirs, executors, administrators, and property, shall be indemnified out of YARLAADE’s funds for:
a) all costs, charges, and expenses incurred in any legal action or proceeding arising from acts performed in the exercise of their duties, except for those resulting from their own negligence or willful misconduct; and
b) all other expenses reasonably incurred in the course of YARLAADE’s affairs.

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Article 22

Members of the Executive Committee

The Executive Committee consists of a President, a Vice-President, a Secretary General and Deputy, and a Treasurer General and Deputy. Members are elected by the General Assembly for a renewable two-year term.

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Article 23

Duties of Executive Committee Members

The President is the Chief Executive Officer of YARLAADE, presides over all meetings, and oversees day-to-day management.

The Vice-President replaces the President in case of absence or incapacity and performs duties assigned by the Board.

The Treasurer manages YARLAADE’s funds and securities, maintains accurate records, deposits funds in the Observatory’s bank account, disburses funds as authorized, and reports financial status to the President and Board.

The Secretary General attends meetings, records minutes, issues notices of meetings, maintains records, and keeps the seal.

All other officers perform duties as assigned by the Board.

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Article 24

Committees

The Board of Directors may establish committees and determine their duties and compensation by resolution.

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Article 25

Signing of Documents

Contracts and other legal documents requiring YARLAADE’s signature shall be signed by two officers and will bind the Observatory upon signing.

The Board may authorize specific members to sign on behalf of YARLAADE and empower a registered securities broker to act as attorney for the transfer of assets.

The YARLAADE seal shall be affixed to all official documents signed by authorized officers.

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Article 26

Minutes of the Board of Directors

Members may not consult the minutes of the Board. However, in accordance with section 21(7) of the Canada Not-for-profit Corporations Act, directors may consult the records at any reasonable time and obtain copies free of charge upon request.

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Article 27

Fiscal Year

The Board of Directors determines YARLAADE’s fiscal year in accordance with section 172 of the Canada Not-for-profit Corporations Act.

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Article 28

Amendment of the Internal Regulations

Provisions of these Internal Regulations not contained in the Letters Patent may be repealed or amended by regulation, or new provisions adopted in accordance with section 197 of the Canada Not-for-profit Corporations Act, by majority vote of the Board of Directors and approval by at least two-thirds of the members at a duly convened Assembly.

No amendment shall take effect until approved by the Minister of Industry.

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Article 29

Auditors

At the final meeting of each year, members shall appoint an auditor to review YARLAADE’s accounts and financial statements in accordance with section 181 of the Canada Not-for-profit Corporations Act. The auditor reports to the ordinary Assembly and remains in office until the next year’s final Assembly. The Board may fill any vacancy in this role and determine the auditor’s remuneration.

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Article 30

Register

The directors shall ensure that all registers required by these Internal Regulations or applicable law are properly maintained.

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Article 31

Final Provisions

All matters not expressly covered by these Internal Regulations fall under the jurisdiction of the General Assembly.

All members of YARLAADE commit to strictly and fully respecting and applying these Internal Regulations.

These Internal Regulations come into effect on the date of their adoption by the General Assembly.

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Toronto, November 28, 2024
The Founding Members

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