African Community Fund

Voting & Non-Voting Meeting Procedures Directive

Directive No.: ACF-DIR-007 | Effective Date: 04/05/2026 | Version: 1.0

PREAMBLE

WHEREAS the African Community Fund (the "Fund") operates as an international institution with full juridical personality under Article 2.1 of its Charter;

WHEREAS Article 12 establishes the distinct convenings of Voting Meetings for Class A (Governance) Members and Non-Voting Meetings for Class B (Non-Governance) Members;

WHEREAS Article 12.2(a) mandates that voting shall be conducted on a one member, one vote basis, ensuring equal sovereignty regardless of shareholding;

WHEREAS Article 12.3(b) requires the Executive Committee to provide a prompt and substantive written response to Class B recommendations within sixty (60) days of receipt;

WHEREAS Articles 24 and 25 establish specific voting thresholds for Charter amendments and dissolution, subject to Chair confirmation;

WHEREAS Article 13.5 authorizes the Chair to adopt directives consistent with the Charter to implement the Fund's mission;

NOW THEREFORE, the Chair hereby issues this Voting & Non-Voting Meeting Procedures Directive to establish transparent, secure, and operationally sound protocols for convening, conducting, documenting, and implementing the outcomes of Fund meetings.

ARTICLE 1: PURPOSE AND SCOPE

1.1 Purpose: This Directive standardizes the procedures for Voting Meetings (Class A) and Non-Voting Meetings (Class B), ensuring compliance with the Charter, safeguarding member sovereignty, and promoting accountable governance.

1.2 Applicability: Applies to all convenings, whether physical, virtual, or hybrid, involving Class A or Class B Members, the Chair, Executive Committee, ceremonial officers, and the Chief Executive Officer.

1.3 Supremacy: In case of conflict between this Directive and the Charter, the Charter shall prevail.

ARTICLE 2: CONVENING AND NOTICE

2.1 Frequency:

  • (a) Annual Meetings shall be convened within one hundred and eighty (180) days following the close of each financial year.
  • (b) Special Meetings may be convened by the Chair, the Executive Committee, or upon written request by Members representing at least ten percent (10%) of Class A Members.

2.2 Notice Period:

  • (a) Annual Meetings: Minimum forty-five (45) calendar days' written notice.
  • (b) Special Meetings: Minimum thirty (30) calendar days' written notice, except in cases of urgent liquidity or compliance matters where a fifteen (15) day notice may apply with Executive Committee justification.

2.3 Notice Content: All notices shall include:

  • (a) Date, time, and secure virtual/physical location;
  • (b) Draft agenda and supporting documentation;
  • (c) Proposed resolutions, election procedures, and voting mechanisms;
  • (d) Authentication instructions for digital participation via the ACF Certificate Authority.

2.4 Distribution: Notices shall be published via the Digital Share Registry, authenticated email, and the Fund's official member portal.

ARTICLE 3: VOTING MEETINGS (CLASS A)

3.1 Eligibility: Only Class A (Governance) Members in good standing may attend and vote.

3.2 Voting Principle: Each Class A Member shall exercise exactly one (1) vote, irrespective of shareholding size, per Article 12.2(a).

3.3 Quorum: A majority of Class A Members present or represented by authorized proxy shall constitute a quorum. If quorum is not met within one hour of the scheduled start, the meeting shall adjourn and reconvene within fourteen (14) days with a reduced quorum threshold of one-third (1/3).

3.4 Proxy & Representation:

  • (a) Members may appoint one authorized representative via digitally signed proxy authenticated by the ACF Certificate Authority.
  • (b) No Member may hold more than one proxy to prevent voting concentration.

3.5 Voting Thresholds:

  • (a) Ordinary Resolutions: Passed by simple majority of votes cast by Members present or represented.
  • (b) Structural/Charter Matters: Amendments to the Charter, capital alterations, or Chair removal require the affirmative vote of at least two-thirds (2/3) of Class A Members present or represented (Article 24.2).
  • (c) Dissolution: Requires affirmative vote of at least seventy-five percent (75%) of all issued Class A Members (Article 25.2).

3.6 Chair Confirmation: Resolutions adopted by the Voting Meeting, particularly amendments and strategic directives, require formal confirmation by the Chair to become effective, per Article 24.3.

ARTICLE 4: NON-VOTING MEETINGS (CLASS B)

4.1 Purpose: To facilitate deliberation, receive operational updates, and submit formal recommendations regarding Programs, strategic direction, and Executive Committee activities.

4.2 Participation: All Class B (Non-Governance) Members in good standing may attend and deliberate.

4.3 Recommendation Protocol:

  • (a) Recommendations shall be submitted in writing via the secure member portal during or within ten (10) business days following the meeting.
  • (b) The Executive Committee shall issue a prompt, substantive written response within sixty (60) days, detailing acceptance, modification rationale, or reasoned declination (Article 12.3(b)).

4.4 Governance Limitation: Class B Members shall not exercise voting rights on any governance, financial, or structural matter. All resolutions from Class A Voting Meetings shall be communicated to Class B Members for transparency and alignment.

ARTICLE 5: AGENDA SETTING AND PROPOSAL SUBMISSION

5.1 Drafting: The Executive Committee, in consultation with the Chair and ceremonial officers, shall prepare the draft agenda.

5.2 Member Submissions:

  • (a) Class A Members may propose agenda items or resolutions by submitting written requests with supporting rationale no later than thirty (30) days before the meeting.
  • (b) Class B Members may submit advisory topics or Program feedback for inclusion in the Non-Voting Meeting track.

5.3 Finalization: The final agenda shall be distributed fifteen (15) days prior to the meeting. Emergency items may be added with two-thirds (2/3) consent of attending Members.

ARTICLE 6: MEETING CONDUCT, RECORDING & PUBLICATION

6.1 Presiding Officer: Meetings shall be chaired by the Fund Chair or a designated delegate. The Chief Executive Officer or appointed Secretary shall serve as recording officer.

6.2 Order of Business: Call to order → Quorum verification → Agenda adoption → Financial & Audit reports → Deliberations → Voting/Recommendations → Closing remarks.

6.3 Minutes & Records:

  • (a) Official minutes shall capture resolutions, vote tallies, dissenting opinions, and all Class B recommendations.
  • (b) Minutes shall be certified by the Chair and CEO within thirty (30) days of the meeting.

6.4 Transparency: Non-sensitive minutes, voting outcomes, and executive responses to Class B recommendations shall be published via the Open Data portal within forty-five (45) days. Sensitive compliance, personnel, or liquidity matters shall remain confidential.

ARTICLE 7: ELECTIONS AND APPOINTMENTS

7.1 Positions Subject to Election: Chair, President, Ambassadors, Executive Committee members, and CEO ratification.

7.2 Nomination Period: Open for twenty (20) days following notice publication. Nominations must include candidate credentials and written consent.

7.3 Voting Procedure:

  • (a) Elections shall be conducted via secure, authenticated electronic ballot.
  • (b) Secret ballot may be requested by any attending Class A Member.
  • (c) Plurality wins for single-candidate races; ranked-choice or runoff voting for multi-candidate contests.

7.4 Term Alignment: Election outcomes take effect immediately upon Chair confirmation, with terms aligned to Charter provisions (e.g., ten (10) years for Chair per Article 13.2).

ARTICLE 8: REMOTE PARTICIPATION AND TECHNOLOGY

8.1 Hybrid Format: Meetings may be conducted physically, virtually, or in hybrid format. All participants shall have equal access to deliberation and voting mechanisms.

8.2 Authentication & Security:

  • (a) Access requires multi-factor authentication via the ACF Certificate Authority (ACF-DIR-002).
  • (b) Voting platforms shall be end-to-end encrypted, tamper-evident, and independently audited.

8.3 Technical Failure Protocol: In the event of verified platform failure affecting >15% of participants, voting shall be suspended. The Chair may adjourn and reschedule within seven (7) days or authorize secure offline voting with post-meeting verification.

ARTICLE 9: COMPLIANCE AND DISPUTE RESOLUTION

9.1 Compliance: All meeting procedures, voting records, and recommendation responses shall adhere strictly to this Directive and the Charter.

9.2 Dispute Resolution: Any dispute regarding quorum calculation, voting validity, or procedural irregularity shall be submitted to the Executive Committee per Article 27.1. If unresolved, the matter shall be referred to the Voting Meeting, whose decision shall be final and binding subject to Chair confirmation. No court action shall be brought except to enforce Fund decisions.

9.3 Sanctions for Abuse: Deliberate obstruction, proxy fraud, or unauthorized disclosure of confidential meeting records may result in temporary suspension of voting privileges or referral to the KYC/AML Compliance Directive (ACF-DIR-005).

ARTICLE 10: AMENDMENTS, REVIEW & ENTRY INTO FORCE

10.1 Review Cycle: This Directive shall be reviewed biennially by the Executive Committee to incorporate technological advancements, member feedback, and operational lessons.

10.2 Amendments: The Chair may amend this Directive upon Executive Committee recommendation, provided changes remain consistent with the Charter.

10.3 Entry into Force: This Directive enters into force upon signature by the Chair and publication on the Fund's official website.

10.4 Languages: In accordance with Article 28.1, this Directive is authentic in English, French, Portuguese, and Arabic. In case of discrepancy, the English text shall prevail for procedural specifications.

SCHEDULE A: VOTING THRESHOLDS SUMMARY

Matter Required Threshold Charter Reference
Ordinary Resolutions & Program Approval Simple majority of present/represented Class A Art 12.2
Charter Amendments & Capital Alterations ≥ 2/3 of present/represented Class A Art 24.2
Chair Removal / Structural Governance Changes ≥ 2/3 of present/represented Class A Art 24.2
Dissolution of the Fund ≥ 75% of all issued Class A Members Art 25.2
Chair Confirmation of Resolutions Mandatory for amendments & major decisions Art 24.3

SCHEDULE B: MEETING TIMELINE & NOTICE REQUIREMENTS

Milestone Annual Meeting Special Meeting
Notice Issued ≥ 45 days prior ≥ 30 days prior (15 for urgent)
Agenda Finalized ≥ 15 days prior ≥ 7 days prior
Member Proposals Due ≥ 30 days prior ≥ 14 days prior
Minutes Published ≤ 45 days post-meeting ≤ 30 days post-meeting
Class B Response Deadline ≤ 60 days post-recommendation ≤ 60 days post-recommendation

SCHEDULE C: CONTACTS & SUPPORT

Function Contact Purpose
Meeting Coordination & Secretariat [email protected] Notice distribution, agenda management, logistics
Class B Recommendations & Liaison [email protected] Recommendation submission, tracking, Executive responses
Proxy & Eligibility Verification [email protected] Credential validation, proxy authorization review
Minutes & Open Data Publication [email protected] Post-meeting publishing, archive maintenance

Adopted by the Chair of the African Community Fund on 04/05/2026.
Shared Value, Shared Prosperity.

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