Articles of Association

Indonesian Cocoa Board
(DEKAINDO)

MUKADIMAH

In fact, the Indonesian earth is blessed with various types of abundant natural resources, and among them is the cocoa plant. Cocoa is one of the mainstay commodities of plantations, as a foreign exchange earner for the State, a source of income for farmers, a source of employment, a driver of agribusiness and regional development. As a leading export commodity, Indonesian cocoa and its derivative products do not yet have competitiveness in the domestic and international markets. Based on the above conditions and realities and in accordance with the mandate of the Law of the Republic of Indonesia Number 18 of 2004 concerning Plantations ARTICLE 19 and its Explanation, the Indonesian cocoa agribusiness actors need to unite to build synergy and fight together in the development of the Indonesian cocoa commodity in a forum called the Indonesian Cocoa Board (ICB).

CHAPTER I

NAME, POSITION AND TIME

ARTICLE 1

NAME

This body is called the Indonesian Cocoa Board abbreviated as DEKAINDO or the Indonesian Cocoa Board (ICB), hereinafter in these Articles of Association/Bylaws referred to as “DEKAINDO”.

ARTICLE 2

LOCATION

DEKAINDO is national in scale and domiciled in the capital city of the Republic of Indonesia.

ARTICLE 3

TIME

DEKAINDO was established in Jakarta on the twenty-sixth day of June in the year two thousand and seven (26-06-2007) declared in Nusa Dua Bali on Friday, the twenty-ninth day of June in the year two thousand and seven (29-06-2007), by the Indonesian Cocoa Association, the Indonesian Cocoa and Chocolate Industry Entrepreneurs Association, the Indonesian Cocoa Farmers Association, the Indonesian Cocoa Industry Association, the Indonesian Coffee and cocoa Research Center, for an indefinite period.

CHAPTER II

PRINCIPLES AND FOUNDATION

ARTICLE 4

PRINCIPLES

DEKAINDO is based on Pancasila

ARTICLE 5

FOUNDATIONS

DEKAINDO is based on:

  • The 1945 Constitution
  • Law No. 18 Year 2004 on Plantations
  • Minister of Agriculture Decree No. 03/Kpts/OT.160/1/2006 on the Establishment of the Indonesian Cocoa Commission

CHAPTER III

VISION AND MISSION

ARTICLE 6

VISION

DEKAINDO’s vision is the integrated and sustainable development of agribusiness in cocoa to improve the welfare of all Indonesian cocoa stakeholders.

ARTICLE 7

MISSION

DEKAINDO’s mission is:

  1. To increase the efficiency, added value and competitiveness of national cocoa in a sustainable manner.
  2. Increase the role of national cocoa agribusiness in supporting national economic development.
  3. Maintaining the continuity of supply and demand for cocoa and its derivative products in the domestic and international markets.
  4. Encourage increased research and development to improve the quality and productivity of Indonesian cocoa and its derivative products.
  5. Encourage increased investment in integrated cocoa agribusiness.
  6. Provide information on Indonesian cocoa.
  7. Encourage the creation of policies that support the development of Indonesian cocoa.

CHAPTER IV

OBJECTIVES AND PRINCIPLES

ARTICLE 8

PURPOSE

 The objectives of DEKAINDO are:

  1. To build synergy among associations and institutions related to the cocoa commodity in order to develop the Indonesian cocoa agribusiness to be highly competitive, profitable, populist and sustainable.
  2. Establish communication and consultation with the Government in order to provide suggestions, considerations and responses to Government policies related to the cocoa agribusiness
  3. Establish cooperation and coordination with other organizations/institutions both within and outside the country related to cocoa agribusiness development.

ARTICLE 9

PRINCIPLES

In its efforts to achieve the objectives listed in ARTICLE 8 above, DEKAINDO and its members shall act in accordance with the following principles:

  1. DEKAINDO is a forum for associations or institutions specialized in the cocoa sector.
  2. DEKAINDO is based on the principles of equal sovereignty of all members by upholding the principle of deliberation for consensus.
  3. All members, in order to guarantee their membership rights, must faithfully fulfill the obligations stipulated in the Articles of Association/Bylaws.
  4. All members must provide all assistance to DEKAINDO in its actions taken in accordance with the Articles of Association/Bylaws.
  5. Every action of the Members must be in line with the policies of DEKAINDO.
  6. The term of service of the DEKAINDO Governing Body is 3 (three) years and can be re-elected through consensus by the Assembly of Permanent Members.
  7. The Chairman and Secretary General can only be elected for a maximum of 2 (two) consecutive terms.
  8. There is no provision in the Articles of Association/Bylaws that authorizes DEKAINDO to interfere in the internal affairs of its Members.

CHAPTER V

MEMBERSHIP

ARTICLE 10

MEMBERSHIP

  1. DEKAINDO’s membership status consists of

 

  1. Permanent Member
  2. Non-permanent Member
  3. Honorary Member

 

  1. Permanent Members of DEKAINDO are
  2. Indonesian Cocoa Association abbreviated
  3. Indonesian Cocoa & Chocolate Industry Entrepreneurs Association abbreviated
  4. Indonesian Cocoa Farmers Association abbreviated 
  5. Indonesian Cocoa Industry Association abbreviated
  6. Indonesian Coffee and Cocoa Research Center abbreviated

 

  1. Non-Permanent Members are non-profit organizations or institutions that have fulfilled the provisions of DEKAINDO’s Articles of Association/Bylaws.

 

  1. Honorary Members are individuals who have potential in the field of cocoa farming

 

  1. The requirements for Non-Permanent Members are regulated in ARTICLE 4 of the Bylaws.

CHAPTER VI

DEVICES

ARTICLE 11

DEVICES

The device of DEKAINDO consists of

 

  1. Assembly of Permanent Members
  2. Executive Board
  3. Secretariat

CHAPTER VII

ASSEMBLY OF PERMANENT MEMBERS

ARTICLE 12

STRUCTURE

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

ARTICLE 13

POWERS AND FUNCTIONS

  1. The Assembly of Permanent Members is the supreme authority of DEKAINDO.
  2. The Assembly of Permanent Members has the powers and functions of
  3. Appoint and dismiss the Governing Body
  4. Discuss and make decisions on various issues related to the scope of the Articles of Association/Bylaws including amendments
  5. Respond, approve and or reject policies planned or issued by the Government
  6. Discuss, consider, approve and or reject recommendations from the Governing Body related to government policies
  7. Formulate DEKAINDO’s Strategic Plan for the development of the national cocoa agribusiness
  8. Receive and or reject annual/special reports from the Governing Body and Secretariat
  9. Determining the budget of DEKAINDO
  10. Establish working areas deemed necessary to support the achievement of DEKAINDO’s objectives
  11. Appoint independent parties to conduct studies related to government policies
  12. Approve the membership of DEKAINDO
  13. Appoint Honorary Members
  14. To sanction members

ARTICLE 14

DECISION MAKING

  1. Decision-making is based on deliberation for consensus.
  2. Each Permanent Member has one vote
  3. Decision-making related to proposals to be submitted to the Government and / or responses to Government policies, election and / or replacement of the Chairperson of the Governing Body, Secretary General of the Governing Body, and changes to the Articles of Association / Bylaws must be approved through deliberation by consensus by all Permanent Members.
  4. Other decision making outside ARTICLE 14 (3) above, can be done by voting if deliberation and consensus are not reached.
  5. If decision making related to proposals and / or responses to Government policies does not reach consensus, the Permanent Members Assembly can appoint an independent third party to provide input to the Permanent Members Assembly for consideration.

CHAPTER VIII

EXECUTIVE BODY

ARTICLE 15

STRUCTURE

  1. General Chairman;
  2. Vice Chairman;
  3. Secretary General;
  4. Deputy Secretary General;
  5. Fields of work
  • Production and Quality;
  • Human resource development;
  • Cocoa industry and its derivative products;
  • Marketing and Trade;
  • Research and Development;
  • Infrastructure;
  • Financing and Banking;
  • Organization, Law & Advocacy;
  • International Relations;
  • Other areas of work as needed;

ARTICLE 16

MAIN FUNCTIONS AND DUTIES

  1. The Governing Body is the executor of DEKAINDO’s day-to-day tasks appointed by the Assembly of Permanent Members;
  2. The Governing Body serves as the driving force of DEKAINDO in accordance with the Articles of Association/Bylaws.
  3. The main task of the Governing Body is to perform actions in order to achieve the objectives of DEKAINDO which are determined by the Assembly of Permanent Members in the form of a Strategic Plan.
  4. In carrying out its main functions and duties, the Governing Body must act in accordance with the objectives and Principles of DEKAINDO.
  5. If the Governing Body does not carry out its main functions and duties in accordance with the Articles of Association/Bylaws, the Assembly of Permanent Members may take over the functions and duties of the Governing Body;
  6. The Governing Body is accountable to the Assembly of Permanent Members.

ARTICLE 17

CHAIRMAN

  1. The Chairman is elected from among the members or outside the members
  2. The Chairman is in charge of:
  3. Execute the decisions of the Assembly of Permanent Members
  4. Discussing the problems of cocoa and recommending the necessary actions.
  5. Represent DEKAINDO in all national and international activities/meetings.
  6. Conduct consultations and meetings with the Assembly of Permanent Members
  7. Provide annual/special reports on the activities carried out by DEKAINDO
  8. Recommend candidates for Secretary General to the Permanent Members
  9. Seeking sources of funds for DEKAINDO
  10. Sanctioning members with the approval of the Assembly of Permanent Members
  11. Signing the outgoing letter of DEKAINDO
  12. In carrying out his duties, the General Chairman is assisted and or represented by the Deputy General Chairman;

ARTICLE 18

SECRETARY GENERAL

  1. The Secretary General is elected from among the members or outside the members of DEKAINDO;
  2. The Secretary General is responsible to the Chairman;
  3. The Secretary General is the head of the Secretariat;
  4. The Secretary General shall:
  5. Assist the Chairman in carrying out and expediting the tasks assigned by the Assembly of Permanent Members.
  6. Representing DEKAINDO in any national or international activities/meetings with the approval of the General Chairman.
  7. Prepare quarterly/special reports of the Governing Body to be submitted to the Assembly of Permanent Members on the results and progress of the work for which he/she is responsible.
  8. Preparing the agenda and materials needed for every DEKAINDO meeting.
  9. Preparing the DEKAINDO Budget Plan together with the working areas
  10. Communicate or provide information regularly to all members
  11. Appoint secretariat staff as needed with the approval of the Assembly of Permanent Members. In hiring secretariat staff, it is necessary to ensure high level of efficiency, ability and integrity.
  12. Signing DEKAINDO’s outgoing letters that are internal in nature.
  13. Signing DEKAINDO’s external letters together with the Chairman.
  1. In carrying out his duties, the Secretary General is assisted and or represented by the Deputy Secretary General.

 

  1. In carrying out his/her duties, the Secretary General shall not request or receive instructions from the Government or any authority outside DEKAINDO.

ARTICLE 19

FIELDS OF WORK

  1. Members of the Field of Work are delegates from each Member with a maximum of 2 (two) people.
  2. The field of work chooses one of its members as Chairperson
  3. The duties of the Field of Work are:
  4. Develop a work plan;
  5. Inventorying and discussing problems and issues related to each Working Field;
  6. Reporting the results of discussions and activities of each respective Working Area;
  7. To implement the decisions of DEKAINDO in accordance with their respective Working Areas.
  8. Providing recommendations on cocoa policies to the Governing Body;
  9. The Working Areas are responsible to the Governing Body;

CHAPTER IX

SECRETARIAT

ARTICLE 20

SECRETARIAT

  1. In carrying out the daily operational tasks of DEKAINDO, an Executive Secretary is appointed who is responsible to the Chairman and Secretary General.
  2. In carrying out his duties, the Executive Secretary is assisted by secretariat staff.

ARTICLE 21

DUTIES OF THE EXECUTIVE SECRETARY

The duties of the Executive Secretary are:

 

  1. Representing DEKAINDO in meetings and other activities assigned by the Chairman and/or Secretary General.
  2. Carry out secretarial duties.

CHAPTER X

MEETINGS

ARTICLE 22

MEETINGS

The meetings of DEKAINDO consist of

 

  1. Meeting of the Assembly of Permanent Members
  2. Meetings of the Governing Body
  3. Working Field Meetings
  4. General Meeting of Members

ARTICLE 23

MEETING OF THE ASSEMBLY OF PERMANENT MEMBERS

  1. The Assembly of Permanent Members shall hold periodic meetings at least twice a year.
  2. The Assembly of Permanent Members may hold special meetings if necessary.
  3. The meeting of the Assembly of Permanent Members shall be held if attended by all Permanent Members.
  4. The Assembly of Permanent Members may invite the Executive Board and or other parties who have competence on the material to be discussed if deemed necessary.
  5. Decision Making of the Permanent Members Assembly Meeting refers to CHAPTER VI, ARTICLE 12 of the Articles of Association.

ARTICLE 24

MEETING OF THE EXECUTIVE BODY

  1. The Governing Body Meeting can be held at any time if necessary
  2. If there are issues that cannot be decided by the Governing Body, they are submitted to the Permanent Members Assembly.

ARTICLE 25

WORK FIELD MEETINGS

  1. Working Field Meetings are attended by Working Field Members;
  2. Certain Working Field Meetings can be attended by other Working Field Members if the discussion of the working field concerns their interests.
  3. Working Sector Meetings may invite other parties outside DEKAINDO members with the approval of the General Chairperson.

ARTICLE 26

GENERAL MEETING OF MEMBERS

  1. A General Meeting of Members is held at least once a year;
  2. The General Meeting of Members is attended by all members of DEKAINDO;
  3. The General Meeting of Members is consultative in nature;

CHAPTER XI

FINANCING AND WEALTH

ARTICLE 27

FINANCING

DEKAINDO’s sources of financing are derived from:

  1. Member Dues;
  2. Budgets of relevant Government Agencies allocated for the achievement of DEKAINDO’s objectives;
  3. Other sources of funds that are not in conflict with the Articles of Association/Bylaws and applicable laws and regulations.

ARTICLE 28

WEALTH

  1. The assets of DEKAINDO are all movable and immovable goods that have been recorded and registered as inventory;
  2. The management and accountability of DEKAINDO’s assets shall be handed over to the Governing Body;
  3. In the event of the dissolution of DEKAINDO, the assets of DEKAINDO shall be donated to the Government of the Republic of Indonesia or any other social organization related to Indonesian cocoa activities;

CHAPTER XII

TRANSITIONAL REGULATIONS

ARTICLE 29

  1. Matters that have not been regulated in these Articles of Association, will be further regulated in the Bylaws.
  2. If there are differences in interpretation of existing provisions, the decision will be made by the Assembly of Permanent Members.

CHAPTER XIII

ARTICLE 30

These Articles of Association shall take effect from the date they are enacted and signed.