Articles of Association

PREAMBLE

Behold the Indonesian land awarded abundant various types of natural resources, one of them is cocoa. Cocoa is one of estate commodities that yielding an income for country and farmers, providing job opportunity, support the agribusiness and area development.

As a superior export commodity, Indonesian cocoa and its derivatives have no competitiveness in domestic as well as international markets.

Based on that condition and reality and refers to Indonesian law No. 18 year of 2004 about Plantation, article 19 and its explanations, then the workers of Indonesian cocoa agribusiness needs to unify in developing sinergy and work together for develop Indonesian cocoa in the institution called Indonesian Cocoa Board (ICB).

 

CHAPTER I
NAME, PLACE AND TIME

ARTICLE 1

NAME

 

The organization called Indonesian Cocoa Board that abbreviated as ICB.

 

ARTICLE 2

PLACE

 

ICB is a national organization and homebased at the capital of the Republic of Indonesia.

 

ARTICLE 3

TIME

 

ICB was founded at Jakarta in twenty sixth of June two thousand seven (26-06-2007) and declared at Nusa Dua Bali on Friday, twenty ninenth of June two thousand seven (29-06-2007), by Indonesian Cocoa Association, Indonesian Cocoa Industry and Chocolate Association, Indonesian Cocoa Farmers Association, Indonesian Cocoa Industry Association, and Indonesian Coffee and Cocoa Research Institute (ICCRI), for an unspecified period of time.

 

CHAPTER II
PRINCIPLE AND BASE

ARTICLE 4

PRINCIPLE

The principle of ICB is Pancasila.

 

ARTICLE 5

BASE

 

ICB based on:

1. The Indonesian Constitution 1945
2. Law No. 18/2004 about Plantation
3. Decree of Minister of Agriculture No. 03/Kpts/OT.160/1/2006 of establishment of Indonesian Cocoa Comission

 

CHAPTER III
VISION AND MISSION

 

ARTICLE 6

VISION

The ICB vision is to develop integrated as well as sustainable cocoa agribusiness to increase the welfare of all Indonesian cocoa stakeholders.

 

ARTICLE 7

MISSION

 

ICB mission are:

1. To increase efficiency, added value and competitiveness of Indonesian cocoa continuously.
2. To increase the role of national cocoa agribusiness in supporting national economic development.
3. To maintain continuity of supply and demand of cocoa and its derivatives in the domestic market and internationally.
4. To encourage research and development for improving the quality and productivity of Indonesian cocoa and its derivatives.
5. To encourage investment in an integrated agribusiness cocoa.
6. To provides information of Indonesian cocoa.
7. To encourage the creation of policies that support the development of Indonesian cocoa

CHAPTER IV
OBJECTIVES AND PRINCIPLES

ARTICLE 8

OBJECTIVES

 

ICB objectives are:

1. To build synergies between associations and institutions associated with cocoa in order to develop Indonesian cocoa agribusiness that have a high competitiveness, profitable, support to smallholders and sustainable
2. To build communication and consultation with the Government in order to give advice, judgment and response to government policies related to cocoa agribusiness
3. To promote cooperation and coordination with organizations / other institutions both within the country and abroad those are associated with the development of cocoa agribusiness

ARTICLE 9

PRINCIPLES

1. In its efforts to reach the goals set forth in Article 8 above, ICB and its members must act in accordance with the following principles:
   ICB is an organization of associations or institutions engagement that works especially on cocoa.
2. ICB based on the principles of sovereign equality of all members to uphold the principles of deliberation and consensus
3. To ensure the rights of membership, all members must faithfully fulfill the obligations set out in the Articles of Association / Bylaws.
4. All members shall provide assistance to ICB in all actions taken in accordance with the Articles of Association / Bylaws
5. Each member activity shall in harmony with the policy of ICB
6. The period of ICB Executing Agency is three (3) years and may be re-elected through consensus agreement by Council of Permanent Members
7. Chairman and Secretary-General can only select a maximum of two (2) successive periods
8. In the Articles of Association / Bylaws there is no provision that authorizes ICB to interfere in the internal affairs of its member

 

CHAPTER V
MEMBERSHIP

ARTICLE 10

MEMBERSHIP

1. The status of ICB membership are:

a. Permanent member
b. Non permanent member
c. Honorary member

2. Permanent members of ICB are

1. Indonesian Cocoa Association, abbreviated ICA
2. Indonesian Cocoa Industry and Chocolate Association, abbreviated ICICA
3. Indonesian Cocoa Farmers Association, abbreviated ICFA
4. Indonesian Cocoa Industry Association, abbreviated ICIA
5. Indonesian Coffee and Cocoa Research Institute, abbreviated ICCRI

3. Non permanent member is a non-profit organization or institution has complied with the Articles of Association / Bylaws of ICB

4. Honorary members are individuals who have the capability in the cocoa fields

5.  Non-permanent member requirements set out in article 4 of the Bylaws

 

CHAPTER VI
DEVICE

ARTICLE 11

DEVICE

 

The device of ICB consists of
a. Council of Permanent Members
b. Executive Board
c. Secretariat

CHAPTER VII
COUNCIL OF PERMANENT MEMBERS

ARTICLE 12

STRUCTURE

1. Council of Permanent Members consist of all Permanent Members
2. Each Permanent Member may give a mandate for maximum of three (3) of its members to sit in the Assembly of Council of Permanent Members

ARTICLE 13

POWERS AND FUNCTIONS

1. Council of Permanent Members is the highest holder of decision of the ICB.
2. Council of Permanent Members has powers and functions
3. Appoint and dismiss the Executive Board
4. Discuss and take decisions on various issues relating to the scope of the Articles of Association / Bylaws including amendments
5. Responding, approve or reject the policy planned or that have been issued by the Government
6. Discuss, consider, and approve or reject the recommendation of the Executive Board related to government policy
7. Formulate a strategic plan of ICB for the development of national cocoa agribusiness
8. Accept or reject the annual / special report of the Executive Board and Secretariat
9. Setting a budget of ICB
10. Forming areas of work that is necessary to support the achievement of ICB
11. Appoint an independent party to conduct studies related to government policy
12. Approve membership of ICB
13. Appoint Honorary Member
14. Impose sanctions on Member

 

ARTICLE 14

DECISION MAKING

1. Decision-making based on the principle of deliberation and consensus
2. Each Permanent Member has one vote
3. Decisions about proposals that will be submitted to the Government and or a response to the Government’s policy, the selection and or replacement of the Chairman of the Executive Board, the Secretary General of the Executive Board, and amendments to the Articles of Association / Bylaws must be approved through consensus agreement by all the Permanent
   Members
4. Other decision-making outside of Article 14 (3) above, can be done by voting if deliberation and consensus is not reached.
5. If the relevant decision or proposals and responses to government policies did not achieve consensus agreement, the Council of Permanent Members may appoint an independent third party to provide input to the Council of Permanent Members for consideration.

CHAPTER VIII
EXECUTIVE BOARD

ARTICLE 15

STRUCTURE

 

1. Chairman;
2. Vice Chairman;
3. General Secretary;
4. Vice General Secretary;
5. Departments

• Production and Quality;
• Human Resource Development;
• Cocoa industry and its derivatives;
• Marketing and Trade;
• Research and Development;
• Infrastructure;
• Financing and Banking;
• Organizations, Law & Advocacy;
• International Relations;
• Others, depend on the requirements.

 

ARTICLE 16

FUNCTIONS AND DUTIES

1. Executive Board is executing everyday tasks of ICB, appointed by Council of Permanent Members;
2. Executive Board serves as the driving of ICB in accordance with the Articles of Association / Bylaws
3. Duty of the Executive Board is to take actions in order to achieve the objectives set by the Council of Permanent Members in the form of a Strategic Plan
4. In carrying out the functions and duties, the Executive Board must act in accordance with the purposes and principles of ICB
5. If the Executive Board does not carry out the functions and duties in accordance with the Articles of Association / Bylaws, the Council of Permanent Members can take over the functions and duties of Executive Board;
6. Executive Board is responsible to the Council of Permanent Members.

 

ARTICLE 17

CHAIRMAN

 

1. Chairman is elected from the Members or Non Members
2. Chairman of charge:
   1. Running the decisions of Council of  Permanent Members
   2. Discussing cocoa problems and recommend the necessary measures
   3. Represent ICB in any activities / meetings both nationally and internationally
   4. Conduct consultations and meetings with Council of Permanent Members
   5. Provide an annual report / special activities implemented by ICB
   6. Recommend candidates of the General Secretary to the Permanent Members
   7. Seek funding sources of ICB
   8. Impose sanctions to members by the approval of the Council of Permanent Members
   9. Signed the ICB letters.
   10. In performing its duties, the Chairman assisted or represented by Vice Chairman

 

ARTICLE 18

GENERAL SECRETARY

 

1. General Secretary is elected from the Members or Non Members of ICB
2. General Secretary is responsible to the Chairman
3. General Secretary is the head of the Secretariat
4. The Secretary-General shall:
5. Help Chairman to run the tasks given by the Council of Permanent Members
6. Represent ICB in any activities / meetings both nationally and internationally with the approval of the Chairman
7. Make quarterly / special reports of Executive Board which will be submitted to the Council of Permanent Members regarding on the results of the work which they are responsible
8. Prepare agendas and materials needed in every meetings of ICB
9. Making budget plan joint with departments
10. Communicating or providing information on a regular basis to all members
11. Appoint secretariat staff as needed with the approval of Council of Permanent Members. In appointing secretariat staff should be to ensure a high level of efficiency, ability and integrity
12. Signing internal letters
13. Signing outgoing letters with Chairman

5.  In performing its duties, the General Secretary assisted or represented by Vice General Secretary

6. In carrying out its obligations, the General Secretary shall not seek or receive instructions from any government or authority outside ICB

 

ARTICLE 19

DEPARTMENTS

 

1. Members of Departments are representatives from each Member with maximum 2 (two) persons
2. Members of Departments selecting one of  them as a Chairman
3. Departments tasks are:
   1. Make work plans
   2. Inventory and discuss the problems and issues related to their departments
   3. Report the results of discussions and activities of each respective Departments
   4. Implement the decisions of ICB in accordance with the each Departments
   5. Give recommendations regarding the cocoa policies to the Executive Board
   6. Departments are responsible to the Executive Board

CHAPTER IX
SECRETARIAT

ARTICLE 20

SECRETARIAT

1. In the execution of daily operational tasks, ICB appointed Executive Secretary who was responsible to the Chairman and the General Secretary
2. Executive Secretary in the performance of duties assisted by the secretariat staff

 

ARTICLE 21

EXECUTIVE SECRETARY DUTIES

Executive Secretary duties are:

1. Represent ICB in meetings and other activities assigned by the Chairman or the General Secretary
2. Carry out secretarial duties

 

CHAPTER X
MEETINGS

 

ARTICLE 22

MEETINGS

 

ICB meetings consist of

1. Council of Permanent Members meeting
2. Meeting of Executive Board
3. Meeting of Department
4. General Meeting of Members

 

ARTICLE 23

COUNCIL OF PERMANENT MEMBER MEETING

 

1. Council of Permanent Members hold periodic meetings at least twice a year
2. Council of Permanent Member may convene special meetings if necessary
3. Council of Permanent Members meeting held if attended by all Permanent Members
4. Council of Permanent Members may invite the Executive Board or others who have competence over the material discussed if necessary
5. Decision drawing of Council of Permanent Members meetings refers to Chapter VI, Article 12 of the Articles of Association.

ARTICLE 24

EXECUTIVE BOARD MEETING

1. Executive Board meeting may be held at any time if necessary
2. If there are issues that cannot be decided by the Executive Board, it will be submitted to the Council of Permanent Members

 

ARTICLE 25

DEPARTMENT MEETING

 

1. Department Meeting followed by Department Members
2. Meeting of certain Department may be followed by other Department members when the discussion concerns to their interests
3. Department Meeting may invite other parties outside ICB members with the approval of the Chairman

ARTICLE 26

GENERAL MEETING OF MEMBERS

1. General Meeting of Members held at least once a year
2. General Meeting of Members attended by all members of ICB
3. General Meeting of Members is a consultative meeting

 

CHAPTER XI
FINANCING AND WEALTH

ARTICLE   27

FINANCING

ICB funding sources come from:

1. Member dues
2. Government Agencies budget that allocated to the achievement of ICB objectives
3. Other funding sources those are not contrary to the Articles of Association / Bylaws and the laws and regulations that apply

 

 

ARTICLE 28

WEALTH

 

1. ICB wealth is all moving and non-moving items that have been recorded and registered as inventory of ICB
2. The management and accountability of ICB wealth submitted to the Executive Board
3. If ICB is liquidated, the ICB wealth will be donated to the Indonesian government or other social agencies who related to the Indonesian cocoa activities

 

CHAPTER XII
TRANSITIONAL RULES

ARTICLE 29

 

1. The things that have not been provided for in these Articles, shall be further regulated in Bylaws
2. If there are differences in the interpretation of the existing provisions, then the decision will be taken by Council of Permanent Member

 

CHAPTER XIII

ARTICLE 30

  This articles became effective since it be set up and signed.