CHARTER OF THE

ASSOCIATION OF AFRICAN BUSINESS SCHOOLS

SECTION 1

Article 1: Name

1.1 The name of the association shall be the Association of African Business Schools, hereinafter referred to as the “Association”.

Article 2: Registered Office

2.1 The Association’s registered office will be located in 25 Fricker Road, Illovo, Sandton, 2196. It can be transferred to another location in one of the African countries by a decision of the Governing Board and a two-thirds majority vote of its members.

Article 3: Objectives

The objectives of the Association are to:

3.1 Promote excellence in business and management education in Africa by supporting graduate business schools through capacity building, collaboration and quality improvement;

3.2 Promote the collective interests of its members;

3.3 Provide a forum for the expression of members’ views and interests, taking into account the diversity of views and interests of member institutions (including country, region, language and gender);

3.4 Organize, promote, and support information and knowledge dissemination and exchange on issues related to business and management education in Africa;

3.5 Promote cooperation among business schools in curriculum and faculty development, research, and quality improvement;

3.6 Assist in the development of teaching methodologies and research in the areas of business and management;

3.7 Promote cooperation with other associations sharing similar objectives;

3.8 Promote dialogue and interaction with private and public sector institutions to advance understanding of management practices and education and training needs;

3.9 Stimulate business schools’ and faculties’ participation in public discourse and policy formation concerning economic growth, private sector development, and management education and training;

3.10 Contribute to the enhancement of the leadership and management of African organizations and institutions;

3.11 Promote high standards in management and business education through cooperative efforts toward developing an appropriate quality assessment system;

3.12 Engage in any other activity to promote the goals of the Association.

SECTION II

Article 4: Membership

4.1 Membership in the Association shall be restricted to graduate schools of business or the institutional unit (hereinafter referred to as “school” or “schools”) which offers the MBA or equivalent master’s degree program(s) in professional business and management areas; schools must be geographically located in an African country, including all regions of Africa.

4.2 There shall be three categories of membership: “full institutional”, “associate institutional”, and “corporate/organizational”.

4.3 Each member, irrespective of its category, shall be entitled to nominate two representatives, one of whom shall be the individual (Dean, Director or equivalent, hereinafter referred to as “Dean”) responsible for management of the nominating school, or in the case of the corporate/organizational member, the person designated as representative by the appropriate officer of that institution.

4.4 A school may apply for full institutional membership if it meets the criteria defined by the terms listed in Annex 2.

4.5 The status of “associate member” can be given for a limited period to institutions which wish to support the objectives of the Association and participate in certain activities but which do not, or do not yet, meet the criteria for admission defined by the terms listed in Annex 2.

4.6 The “corporate/organizational members” category is open to non-educational organizations that have a professional interest in supporting the objectives of the Association and the development of its individual member institutions; corporate/organizational members are not required to be geographically located in an African country.

4.7 Request for admission as a member of the Association must be addressed in writing to the Governing Board and must contain a commitment to abide by the Association’s charter and a commitment to meet the financial obligations of membership. The Governing Board shall adopt procedures for the admission of members. Applications for membership may be considered at any meeting of the Association.

4.9 The status of member is granted by the Governing Board, which will make a determination based on the terms and criteria herein stipulated and on the terms listed in Annex 2.

4.10 The status of member is granted for a three-year period subject to review based on: implementation of stated objectives, attendance at annual meetings, and payment of annual dues.

Article 5: Termination of Membership

5.1 Membership can be terminated for the following reasons: if membership fees remain outstanding in the year following their due date; if an institution falls below or fails to maintain the criteria outlined in Annex 2; or if an institution engages in any action that brings the Association into disrepute.

5.2 Membership can also be terminated if two-thirds of the total members voting at the Annual meeting of the Association vote in favor of a resolution to terminate a member’s membership.

5.3 The Board is authorized to suspend members for the reasons noted in clause 5.1. At the Annual Meeting, the Board will present to the Association a list of suspended members with a resolution for termination of membership.

5.4 Institutions whose membership has been terminated may re-apply for membership according to the normal application process, providing all dues owing to the Association have been paid in full.

5.5 Any member may terminate its membership by delivering written notification of resignation to the Governing Board. Termination will be effective one month after receipt of notification by the Board.

Article 6: Rights of Members

6.1 Each member institution in the “full membership” and “corporate/organizational member” categories shall be entitled to one vote at all meetings of the Association. The vote shall be cast by the school’s official voting representative who shall be the Dean of the school or his/her designated proxy, or by the designated representative in the case of corporate/organizational members.

6.2 Representatives of “associate members” shall have speaking rights, but no voting rights.

6.3 At any meeting of the Association or its Governing Board the Chairperson of the meeting shall have a deliberative vote and a casting vote in the event of an equality of votes.

SECTION III

Article 7: Governing Board

7.1 The Association shall elect a Chairperson and a Governing Board comprised of a total of five Board members, including the Chairperson, who will be selected and voted upon at the Association’s Annual Meeting.

7.2 All Governing Board members will be individually elected and must hold the title of Dean or equivalent at the time of appointment.

7.3 There shall be no more than one member of the Governing Board per country.

7.4 There shall be a two-year term for each Governing Board member, including the Chairperson, which will be staggered as appropriate to allow for institutional continuity. Members can be re-elected for a second term of office but will be limited to two consecutive terms of office.

7.5 The Chairperson of the Board shall provide leadership, act as a spokesperson, and oversee the secretariat. The past-Chairperson shall remain on the Board for a select period of time to provide for continuity.

7.6 The Governing Board shall select a Secretary-Treasurer who shall: make available to the membership at the Annual Meeting a report of the financial operations for the preceding year; submit to the Governing Board at its meetings and at other times as requested a statement showing the relation of income and expenditures to the budget for the fiscal year; and make available to the membership the minutes of the Association’s Annual Meeting which will be kept at the registered offices of the Association at the disposal of members.

7.7 Duties of the Governing Board shall include:

7.7.1 Administering the affairs of the Association;

7.7.2 Representing the Association publicly;

7.7.3 Being accountable to the Association and reporting on its activities at the Association’s meetings;

7.7.4 Executing resolutions taken at the Association’s meetings;

7.7.5 Receiving funds and making payments on behalf of the Association;

7.7.6 Maintaining a bank account at a registered commercial bank. All monies received shall be paid into this account and all payments shall be authorized by such members of the Governing Board as may be so empowered from time to time by the Association, in particular the Secretary-Treasurer, and solely in accordance with authorizing resolutions passed by the Association;

7.7.7 Undertaking proper accounting and financial recording of the Association’s revenue, expenditure and financial position, which shall be audited at the end of each financial year.

Article 8: Secretariat

8.1 The secretariat will be seated at the school of the Board Chairperson or at the registered offices of the Association.

8.2 The secretariat will report to the Governing Board and will operate under procedures as determined by the Governing Board.

8.3 Duties of the secretariat will include: maintaining Association records; coordinating communications and membership processes; organizing annual meetings; and other duties as determined by the Governing Board.

Article 9: Committees

9.1 Committees will be formed as needed based on specific Association activities.

SECTION IV

Article 10: Association Meetings

10.1 The Governing Board shall announce the time and place of the Annual Meeting. Announcement of such time and place for subsequent meeting shall be made to the membership at each Annual Meeting.

10.2 The Chairperson shall call a meeting of the Association if the Governing Board so directs or if requested by at least half of the full institutional members of the Association.

10.3 At least 45 days’ notice (by written or electronic means) of the time and place of a meeting of the Association and the agenda shall be given to all categories of members.

10.4 The Chairperson of the Board shall preside during Association meetings, and in his/her absence, members present shall nominate one person to chair the meeting.

10.5 Twenty-five (25%) of members shall constitute a quorum at meetings of the Association. Should a quorum not be present, the meeting shall be adjourned for 45 days, on notice to all members, and the members present at the adjourned meeting shall constitute the quorum.

10.6 Resolutions of a meeting of the Association are passed by a majority of the full members of the Association attending the meeting.

10.7 Voting will be by a show of hands unless at least five members present demand a vote by secret ballot.

10.8 When the Chairperson deems it expedient, he/she may lay any proposal before all members by written or electronic means with a response date from members not being more than 45 days after the date the communication has been dispatched. If at least one half of the members express itself in favor of the proposal by the return date, the proposal shall be deemed to be a resolution of the Association.

10.9 The Association’s resolutions shall bind all members of the Association.

Article 11: Meetings of the Governing Board

11.1 The Governing Board shall meet at the same place as the annual meeting of the Association immediately before the Annual meeting and at least one other time per year.

11.2 The Chairperson shall call a meeting of the Governing Board when requested by at least two members of the Board and shall give notice (by written or electronic means) of the time and place of a meeting and the agenda to Board members.

11.3 Three out of five members shall constitute a quorum at meetings of the Governing Board.

11.4 Members of the Governing Board may participate in meetings by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other.

Article 12: Finances of the Association

12.1 The financial year of the Association shall end on December 31^st of each year.

12.2 An annual dues schedule for members shall be recommended by the Governing Board and approved by the voting membership. Members will vote on changes in dues at the Annual Meeting.

12.3 The financial liability of a member is limited to the unpaid portion of its membership fees for any given financial year.

12.4 Duties of the Governing Board, Chairperson, and Secretary-Treasurer with respect to finances of the Association are to be carried out as elaborated under Article 6.

12.5 The Association shall appoint independent outside auditors at the Annual Meeting; such auditors may be honorary.

Article 13: Amendments and Revisions

13.1 This Charter may be amended by a two-thirds majority of total number of members voting at the Annual Meeting.

13.2 Proposals to modify or review this Charter shall be submitted in writing to the Governing Board at least two months before the opening of the meeting at which they are to be considered. Copies of these proposals shall be sent by registered or electronic mail to member institutions at least 45 days before the opening of the meeting.

13.3 Any modification or revision of this Charter shall bear the date when the modification or revision is to become effective.

Article 14: Dispute Resolution Clause

In the event that a dispute arises between the members of AABS or between AABS and any of its members in relation to the interpretation or application of the charter, such dispute will be determined in and governed by the laws of the country where the presidency of AABS resides at the time when the dispute is prosecuted.

Article 15: Dissolution

15.1 The Association may be dissolved by a decision of two-thirds of its members who have paid their annual dues for the preceding year. In the event of dissolution, the assets of the Association, after paying or making provision for the payment of all liabilities, shall be distributed according to a mechanism appropriate to the domain in which it is registered.