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Panels of the Organisation
The Organisation shall consist of the following panels:
1. The General Assembly.
2. The Board of Directors.
A. The General Assembly
1. The General Assembly is composed of all working members who have paid all their subscription fees in accordance with the provisions and principles of this Bylaw.
2. The General Assembly shall convene at least once a year. It may also convene when occasion so requires.
3. In the case that more than two thirds of the members of the General Assembly demand that an irregular meeting be held, the Board of Directors shall call the General Assembly to convene at the Organisation’s office or any other place specified for this purpose. A prior notification shall be sent by the Board to all members who have the right to attend the meeting at least 15 days prior to the date of the meeting. The call for the meeting shall be announced in at least one local newspaper. In such cases, the meeting agenda of the Assembly as well as a list of the names of the members who have the right to attend the meeting shall be attached to the notification.
4. The meeting of the General Assembly shall be legal in case it is attended by 51% of the working members who are entitled to vote. Should the stated quorum not be complete for the meeting, a meeting called for a second time for the same purpose shall be legal with the attending members on the condition that the number of the present members is not less than one third of the Assembly members and that the meeting is held at least 15 days after the date allotted for the previous meeting.
5. In its annual meeting , the General Assembly shall discuss the following issues:
• The report of the Board of Directors about the various functions and activities of the Assembly during the previous year.
• Elect the members of the Board of Directors by secret ballot.
• Approve the establishment of one or more branches for the Organisation.
• Appoint an auditor.
• Certify the final accounts.
• Discuss and resolve grievances and appeals submitted to the assembly by members of the Organisation.
6. Decisions of the General Assembly shall be issued forth by the absolute majority by means of raising hands. Should the cast votes be equal, ruling shall be in favour of the party who has the vote of the Chairperson, though decisions of the General Assembly have to be taken by a majority of two thirds of its members in the following cases:
• When the meeting is intended to amend the Bylaw of the Organisation.
• When the meeting is intended to dissolve the Organisation.
• When the meeting is to hold a vote of no confidence against the Board of Directors.
7. A member of the General Assembly may not vote should the related decision pertains to a case related to him/her personally.
8. Decisions taken by the General Assembly shall be recorded in a special notebook that is designated for the minutes of its meetings in particular. It shall be co-signed by the Chairperson and the secretary. Names of the General Assembly members entitled to attend shall be mentioned in the minutes in addition to the decisions taken and the number of votes cast for each.
The Board of Directors
1. The Board of Directors shall consist of nine elected members from the General Assembly for a period of three years.
2. The members of the General Assembly may run for candidacy to membership on the Board of Directors of the Organisation more than once.
3. The elected Board of Directors shall convene within a maximum period of ten days effective from the date of elections to distribute the administrative positions amongst the elected members.
4. The Board of Directors shall appoint a Chairperson, a deputy chairperson, a secretary and a treasurer.
5. The Board of Directors shall hold its regular meetings at least once every three months upon a call by the Chairperson or the secretary. The quorum shall be complete with the presence of the majority of two thirds of the members and its decisions shall be taken with the majority of those present. In the event of equal cast votes, the decision is taken in favour of the party who has the Chairperson’s vote.
6. Should the consequence of the resignation of some members of the Board of Directors be the Board’s loss of the minimum of the required number to form a Board in accordance with Law No. (1) of 2000 Concerning the Charitable Societies and Civil Society Organisations, the members remaining on the Board shall be in charge of the tasks of the Board as an a provisional committee for a maximum period of one month. During this period, the General Assembly shall be called to hold an irregular meeting to elect a new Board of Directors for the Organisation.
7. Should the provisional committee be unable to carry out its duties or in the event of collective resignation of the members of the Board of Directors, the Minister of the Interior shall appoint a provisional committee from among the members of the General Assembly in order to carry out the tasks of the Board for a maximum period of one month, in accordance with Law No. (1) of 2000 Concerning the Charitable Societies and Civil Society Organisations. During this period, the General Assembly shall be called to hold an irregular meeting to elect a new Board of Directors for the Organisation.
8. A member of the Board of Directors may not absent him/herself from the meetings unless he/she provides an acceptable excuse. In the event of failure to attend three consecutive meetings without an acceptable excuse, or seven consecutive meetings with an excuse, a member of the Board of Directors shall be denied membership.
9. The Board of Directors may delegate one of its members to carry out the tasks and responsibilities of the Deputy Chairperson, the secretary or the treasurer in the event any of them is absent.
Powers of the Board of Directors
The Board of Directors shall exercise all the powers pertaining to managing the affairs of the Organisation, including:
• Calling for and organising the meetings of the General Assembly.
• Approving the Organisation’s annual activities report and its future plans.
• Approving the draft budget of the previous fiscal year.
• Following up on the proper management of the Organisation.
• Concluding agreements on behalf of and for the benefit of the Organisation.
• Representing the Organisation.
• Appointing employees at the Organisation and accepting their resignations.
• Approving the salary scale and increments for the staff members of the Organisation.
• Approving attendance and leaves policy.
Powers of the Chairperson
• Preside over meetings of the Board and steers discussions therein.
• Represent the Board nationally and internationally.
• Follow up on the operations of the Organisation and its committees.
• Follow up on proper management of the Organisation.
Powers of the Deputy Chairperson
The Deputy Chair shall exercise the powers of the Chairperson upon the latter’s apology or absence.
Powers of the Secretary
• Write invitations for the meetings of the Board of Directors.
• Prepare the agenda for the meetings of the Board of Directors and notifying the Board thereof at least one week prior to the designated dates of the meetings.
• Take minutes of the meetings of the Board of Directors and the General Assembly and following up on their implementation.
• Keep records of the Organisation in addition to all documents and stamps related to the Organisation at the Organisation’s office.
• Participate in the preparation of the Organisation’s Annual Activity Report.
Powers of the Treasurer
• Receive the Organisation’s income through vouchers stamped with the stamp of the Organisation and signed by him/her.
• Deposit the Organisation’s funds and all income that it receives at certified banks defined by the Board of Directors. Should the treasurer keep some of these amounts at the Organisation’s office, the amount should not exceed the value of the expenditures approved for the Organisation during a period of one month only.
• Supervise all financial transactions at the Organisation’s office.
• Supervise the annual inventory.
• Prepare the Organisation’s annual budget.
• Implement the Board of Directors’ decisions related to the financial matters of the Organisation.