Agencies of the Association and the terms of reference of each agency
First: General Assembly
The General Assembly shall be constituted comprising all founding members and employees who have been members for a six-month period and have met the obligations imposed thereon.
The General Assembly shall convene by virtue of a registered letter addressed to each member thereof entitled to attend or by virtue of an invitation received directly by the member against a signature for receipt. The letter and/or invitation shall specify the place of convention, date therefor and agenda thereof. The invitation shall be addressed by any of the following:
- Chairman of the Board of Directors (BOD).
- Any person authorized by 25% of the members entitled to attend.
- The appointed delegate in accordance with Article 40 of the law.
- The administrative body if such sees a necessity therefor.
Convention of the General Assembly shall be at the headquarters of the Association; convention may further be at any other place, specified in the invitation, within the same governorate.
A copy of the documents submitted to the Assembly shall prior to convention by a fifteen day minimal period be sent to the administrative body and union concerned.
Said union may appoint a representative thereof to attend the convention.
The Assembly may consider matters not specified in the agenda subject to approval of the absolute majority of total attending members.
The General Assembly shall within the four-month period subsequent to the elapse of the fiscal year thereof be called to a regular convention at least once per annum to consider the following:
- Balance sheet and closing accounts.
- Report of the BOD on the operations of the year and report of the auditor
- Projected draft budget.
- Election of members of the BOD in lieu of such with terminated memberships.
- Appointment of the accounts supervisor and specification of the remuneration thereof.
- Other matters deemed necessary by the BOD to be included in the agenda.
Moreover, the Assembly may be called for a regular convention whenever deemed necessary.
The General Assembly shall be called for a special convention to consider the following:
- Amendment of the articles of association of the Association.
- Dissolution of the Association, appointment of one or more liquidators and specification of the period of liquidation and remuneration for the liquidator.
- Integration of the Association with another or with an association having public welfare
- Approval of the act of characterizing the Association as a public welfare association
- Removal of members or members of the BOD.
The Assembly may consider other matters subject to approval of the absolute majority of the total attending members.
Convention of the General Assembly shall be deemed correct upon the attendance of the absolute majority of members thereof including proxies. failure to complete the required quorum , shall postpone the convention to another session to convene within a period ranging from one hour, at least, to fifteen days at the most as of the first date of convention.
In such event, convention shall be deemed correct if attended directly (with no designations or commissions) by at least 10% or twenty members whichever is less, provided that the attendance in the first case does not fall below 5 members.
A member may give a written proxy to another member to act as his/her representative at in the General Assembly in accordance with the following:
- The act of commission be correct by virtue of an official proxy of attorney.
- The act of commission be correct by virtue of a proxy of attorney thereon signed by the principal, the agent and by the person responsible for calling upon the Assembly and sealed by the seal of the Assembly; such is to be carried out prior to the date specified for convention by a two-day period.
No member may act as a commissioner for more than one member.
No member may participate in voting if there exists a personal interest in the resolution submitted with the exception of voting in the elections of the agencies of the Assembly.
- Resolutions of the regular General Assembly shall be adopted by an absolute majority (one half + 1) of the members attending the convention.
- Resolutions of the special General Assembly shall be adopted by an absolute majority of the members of the Assembly and shall rise to be by two-third of the members in resolutions on the following:
1) Dissolution of the Assembly.
2) Dissolution of the BOD.
The resolutions of the General Assembly shall be recorded in the minutes thereof and shall be signed by the president and by the secretary.
Second: Board of Directors
In the event that foreign nationality persons become members of the Assembly, the percentage of members on the BOD enjoying an Egyptian nationality shall at least be equivalent to the percentage of the foreign persons to the total number of members of the Assembly.
- The BOD shall be constituted comprising an odd number of fifteen members to be elected by the General Assembly from amongst the members thereof.
- The term of membership on the BOD shall be for a six-year round; one-third of the BOD members should be reelected biennially in lieu of members with terminated memberships as per a ballot. The BOD shall upon completion of the round thereof after a six-year period call upon the General Assembly to elect a new BOD entirely.
- The BOD shall during the first meeting thereof upon convention elect the body (chairman, vice chairman and treasurer and secretary).
Persons nominated for membership on the BOD must enjoy civil and political rights.
The BOD shall at the Association and at a prominent, obvious and busy place thereat display a list of the names of the nominees for membership on the Board on the second day following the date of closure of nomination; moreover, the BOD shall notify the administrative body of the list during the subsequent three days and prior to running the elections with a sixty-day period at the least.
Membership on the BOD and employment at the Association against remuneration may not be combined. Members are further entitled to compensation against actual and real expenses incurred during the performance of work for the Association, for example: transportation allowance.
No Board member may in the aforementioned event participate in voting on the resolution to grant compensation for expenses incurred.
The Board of Directors shall undertake to set the policies needed to manage the affairs of the Association and as such is entitled to full authority with the exception of matters requiring approval of the General Assembly, for example: sale of property of the Association, hypothecation thereof, borrowing against the Association as collateral.
The Chairman of the Board shall represent the Association before courts and third parties.
The BOD of the Association shall convene at least once every three months ; the quorum for a Board meeting shall be attended by the majority of relevant members.
The decisions of the Board shall be made by the approval of the absolute majority of attendances; in the event that votes are tied, the chairman shall be given the casting vote.
In the event that a seat of a member of the Board becomes vacant during the intervening period between conventions of the General Assembly, the BOD shall offer the position to the persons winning the highest votes in the most recent election run by the Association and following the members elected for the purpose of occupying the vacant seat; such members shall continue to occupy the seat up to the convention of the first coming General Assembly for the purpose of electing a Board.
The Board of Directors may appoint a director for the Association from the membership of the association or from outside sources. The decision of appointment shall specify the terms of reference of the director, the remuneration, salary and/or bonus prescribed.
Third: Powers of the Board of Directors
The BOD shall have the powers necessary to manage the affairs of the Association and shall have the following terms of reference:
- Elect the chairman of the BOD, vice chairman, treasurer and secretary for the Association and specify the terms of reference and powers for each officer.
- Prepare the rules and regulations to submit to the General Assembly.
- Constitute the committees deemed necessary for the proper running of operations and specify the terms of reference of each.
- Appoint needed employees for the Association.
- Conduct and implement studies to determine service and production projects required to achieve the objectives of the Association.
- Arrange authorized exhibitions, conferences, charities, sports events and donation campaigns to support the financial resources of the Association.
- Approve the contracts and agreements concluded by the Association.
- Specify the value of imprest from which ordinary and daily expenses can be disbursed.
- Prepare the closing accounts at the end of the fiscal year, draft the budget for the next year and annual report including a statement on the activities of the Association, the financial status thereof and the new projects considered to be undertaken during the upcoming year.
- Call for General Assembly meeting and implement the resolutions thereof.
- Discuss the report of the auditor, formal responses to the remarks contained in the audit report and submit such upon the Assembly.
- Discuss the remarks of the competent administrative body, prepare answers thereon and strive to avoid such if such include violations contradicting with the law or executive regulations thereof and/or the articles of association of the Association.
The BOD may in all or some of the terms of reference thereof delegate an executive committee to be constituted comprised of the chairman, vice chairman, treasurer, secretary and persons elected by the Board from amongst the members thereof provided that members of the executive committee do not exceed five members. The Committee shall meet at least once every two-months to present the status of operations within the Association and under relevant terms of reference; the meeting shall be deemed correct when attended by a minimal of three members. Decisions of the Committee shall be recorded in a special record and shall regularly be presented upon the BOD:
The executive committee shall have the following terms of reference:
- Endorse financial disposals within the limits prescribed by the Board.
- Endorse the nomination, appointment and penalization of staff within the limits of the rules and regulations set by the Board and the provisions therein.
- Endorse the annual inventory report.
- Authorize disbursement from the imprest or advance pursuant to the need and circumstances of work.
- Study the execution policy of new projects and proposals; moreover, study the draft budget and the report of the auditor and answer the remarks stated therein prior to submittal upon the BOD.
- Endorse decisions made by other committees prior to submittal to the Board.
- Submit decisions of the Committee for the BOD for endorsement in matters in which the resolution to delegate the Committee necessitates submittal thereupon.
- Make the necessary decisions on all matters delegated thereupon by the BOD.
The chairman of the Board of Directors shall have the following terms of reference:
In the event of the absence of the chairman, the vice chairman or person appointed by the BOD shall assume the affairs thereof and shall have all relevant terms of reference.
- Chair the sessions of the General Assembly, BOD and attended internal committee and is entitled to call thereupon.
- Represent the Association and act on behalf thereof before administrative and judicial bodies.
- Approve the agendas of the sessions of the Board and supervise the implementation of the decisions thereof.
- Sign jointly on behalf of the Association all contracts and agreements approved by the Board for conclusion subject to cases that should be approved by the Assembly.
- Sign Jointly with the secretary the minutes, administrative decisions and personnel matters of the Association.
- Sign Jointly with the secretary all checks and financial securities.
- Settle urgent matters submitted by the secretary and which can not stand adjournment until the meetings of the executive committee or the Board, provided that such matters and the decisions taken thereon are submitted upon the Board during the first meeting thereof.
The secretary of the Association shall have the following terms of reference:
- Prepare the agenda of the Board and call upon the members; moreover, assume the secretarial work of the meeting, prepare minutes and decisions thereof, record such in special records and submit such for ratification upon the BOD during the subsequent meeting.
- Prepare a record of the names and addresses of the members of the Board.
- Keep records of the minutes of the sessions of the BOD and the General Assembly and have such signed by the president.
- Monitor the implementation of the decisions of the Board.
- Prepare the annual report on the activity of the Association and present such to the BOD subsequent to submittal upon the executive committee.
- Prepare the agenda of the Association and call thereupon in accordance with the provisions of the law; further, prepare the agenda of the Association and call thereupon in accordance with the provisions of the law (sic.) and prepare the agenda of the special meetings.
- Notify the administrative body and union concerned of the decisions of the Board and/or resolutions of the General Assembly in accordance with the provisions of the executive regulations.
- Meet the obligations of the Association pertinent to running the elections for membership on the Board
- Supervise over all administrative work and human resource matters and correctly file all documents and records of the Association thereof.
- Review all correspondences received by the Association and submit such to the BOD, executive committee and/or president based upon the relevant terms of reference.
- Research the remarks of the Central Accountancy Agency and the administrative body concerned with the administrative and social aspects and prepare answers thereon as a preliminary step towards submittal of the issue upon the executive committee and the BOD for the purpose of rendering a response to said bodies within a one-month period as of the date of notification.
- Other terms of reference entrusted by the Board.
The treasurer shall have the following terms of reference:
The treasurer shall be deemed responsible for the financial affairs of the Association in accordance with the system set by the auditor and approved by the BOD. The treasurer shall mainly have the following terms of reference:
- Generally supervise the resources and expenses of the Association and monitor the issuance of receipts for, receive and directly deposit in the bank (or saving fund) all incoming revenues; in addition, supervise or record all revenues and expenses regularly in relevant books, organize and supervise financial and stock affairs and submit comments and notes for the Board.
- Supervise the annual inventory count and present a report with the results to the executive committee and BOD.
- Endorse the disbursement of the amounts prescribed legally and keep evidential documents on the correctness of the act or monitor the disbursement and file the documents.
- Examine, endorse and file the financial documents and records of the Association prior and subsequent to disbursement.
- Implement the decisions of the BOD and executive committee on financial dealings on condition that the decisions are in conformity with the items of the budget.
- Sign Jointly with the president or the person acting on behalf thereof, the disbursement authorizations and checks as the first signature for urgent and crucial matters that can not be adjourned to the Board’s meeting to being approved at the first meeting of the BOD
- Prepare the income statement and balance sheet for the purpose of being audited by the auditor, who will prepare a report thereon, for submission to the Board.
- Prepare, in confirmation with the secretary, a draft budget for the following year, for submission of the draft to the Board and obtain the approval of the administrative body prior to submittal to the General Assembly by at least a fifteen-day period.
- Research the remarks of the Central Accountancy Agency and the administrative body concerned with the financial aspects and prepare answers thereon as a preliminary step towards submittal of the issue upon the BOD to render a response to said bodies within a one-month period as of the date of notification.
The Association shall appoint an auditor from amongst the accountants listed in the roster of accountants and auditors if the total revenues or expenses thereof exceed twenty thousand Egyptian pounds per annum.
The auditor shall have the following terms of reference:
- Review the books, records and documents of the Association at any time and request all data and explanatory notes deemed necessary for the performance of the audit ; moreover, specify the assets and liabilities of the Association. The BOD must allow the auditor to perform same.
- Record, in the event the BOD deprives the auditor from performing the audit, the incident in a registered report and submit the report to the Board to take enabling measures; if the Board fails to take measures necessary for facilitating the job of the auditor, said should notify the administrative body by virtue of a copy of the report.
- In all cases, the Board must submit the report of the auditor and the measures undertaken by the Board upon the General Assembly.
- The auditor may notify the administrative body concerned to call for Extra ordinary General Assembly if the auditor fails to submit the matter thereupon and the Assembly shall prescribe what is deemed necessary.
- Develop the financial system to enhance the operations of the Association.
- Supervise the inventory count of the treasury and petty cash accounts at the end of the fiscal year of the Association and present a report with the results to the Board.
- Present a report on the closing accounts and balance sheet to the BOD prior to the convention of the General Assembly by a one-month period at least, accompanied with a report including the remarks thereof on said; the auditor is entitled to attend the meeting of the General Assembly, read the report thereof on the operations of the Association and state relevant opinion on all matters related to the job thereof as the auditor of the Association.
- If the auditor fails to perform the duties thereof, the Board is entitled to call for a regular General Assembly meeting and attach a report inviting the Assembly to meet for the purpose of discussing the matter and taking a relevant decision thereon.
Dissolution of the Association
If matters become apparent to the BOD that the Association is no longer capable of achieving the purposes thereof, the Board may call for Extra ordinary General Assembly to be convened provided that a report on the matter is attached to the invitation for the purpose of being discussed with the knowledge of the special Assembly and taking the needed decision, be such the dissolution of the Association or the integration thereof with another association operating in the same field.
- If the Extra ordinary General Assembly decides to dissolve the Association, a resolution shall be adopted thereby and shall include one or more liquidators; the term for liquidation and the remuneration of the liquidator shall be specified and the administrative body and union concerned notified.
- If the Extra ordinary General Assembly decides to integrate the Association with another, the administrative body shall be notified thereof for the purpose of issuing the relevant decision.