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| Basic system |
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Chapter One(The Estiblashment and Goals) |
| Article (1) |
With Allah will and guide, prince Fahd bin Salman charitable association for renal failure patients care was established according to the rules of the charitable associations and organizations panel issued by the ministers' council resolution number (107) dated 25/6/1410H and its executive rules issued by the minister of labour and social affairs resolution number (760) dated 30/1/1412H and the instructions issued by it. |
| Article (2) |
The association services include all of the Kingdom's regions and its head office is in the city of Riyadh and it could be transported or there will a possibility of opening branches of it with a resolution from the general assembly and with the approval of the ministry of labour and social affairs of that. |
| Article (3) |
The association aims at offering its services without aiming at gaining the material profit. These services include the followings:
1- Helping the poor patients suffering from rental failure.
2- Contributing to securing the devices, medicines, and medical requirements and the related items concerning the rental failure.
3- Encouraging and supporting the scientific research and the protection and awareness programs associated to the kidneys diseases and their transplantation.
4- Supporting the programs of organs donation from the dead people cerebrally with the possible means.
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Chapter Two(The Membership) |
| Article (4) |
The following conditions should be available in the association member:
1) He should be Saudi.
2) He should complete the eighteenth of his age.
3) He should be legally competent.
4) He should not be sentenced with any conviction in a crime breaching honor or honesty if his respect was not returned to him.
5) He should pay the minimum annual subscription.
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| Article (5) |
Membership kinds:
a- Active member:
it is the member who participated in the association establishment or joined it after its establishment upon an invitation from the board of directors. This member has the right to attend the general assembly meetings after his joining directly. He also has the right to vote on its resolutions and nominate himself for the membership of the board of directors and this after one year of the date of his joining the association. He pays annual subscription (1000) riyals as minimum.
b- Associate member:
he is the member who asks for associating himself with the association membership and the board of directors accept that after checking the conditions set by article number (4) except the age condition. He can attend the general association meetings without voting on its resolutions nor nominating himself for the board of directors membership[. He pays reduced annual subscription of (200) riyals as minimum.
c- Honorary member:
He is the member whom the general association gives the honorary membership according to the board suggestion and this is for his material, moral, or scientific efforts in order to accomplish the association goals. At attending the meetings of the general association and the board of directors, he has the right to discuss without voting or nominating and the concluding validity are not confirmed with his attendance.
d- Honorary member:
he is the member whom the board of directors gives the association membership for what he offered to it of great services whether material or moral which helped it in accomplishing its goals. He has the right to attend the general assembly meetings and discuss what comes in them without having the right to vote or nominate for the board of directors membership and the concluding validity are not confirmed with his attendance.
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| Article (6) |
1- The member loses his member in the association in the following cases:
a) Death.
b) Withdrawing from the association by written request.
c) If he intentionally causes the association great damages whether they are material or moral. This is attributed to the board of directors evaluation.
d) If he delays in paying the subscription for a period of (six months) from the beginning of the association fiscal year after notifying him with a letter at the address registered in it.
2- Except the cases (a – b), the membership losing resolution is issued by the board of directors.
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| Article (7) |
The board of directors can return the membership to who loses it because not paying the annual subscription in the case of performing the payable sum. The member or his heirs or who loses his membership can not recover what he paid to the association of subscriptions, donations, or grants whether in cash or in specie and whatever are the reasons. |
| Article (8) |
Each member of the association members has the right to review in the association site the records of the general assembly sessions proceedings and the board of directors and their resolutions and also the resolutions issued by the association supervisor and the executive director with a delegation from the board of directors.
He also has the right to review the general budget and its attachments – in the association site – and before being submitted to the general association with sufficient time. |
| Article (9) |
The association member should:
1- Fulfill all the obligations follow from his membership in the association and do all the duties set in this system and the internal panels of the association.
2- Being restricted with the resolutions of the general assembly and the board of directors.
3- Inform the association – in writing – about what occurs of amendments on his registered address.
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Chapter Three(The Administration Organization 1)
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| Article (10) |
The association consists of the following bodies:
1) The general assembly.
2) The board of directors.
The committees formed by the general assembly or the board of directors and the resolution of forming each committee determines its specialization and title. |
| Article (11) |
Except for the establishment general assembly, the general assembly consists of all the active members who fulfilled their obligations towards the association and whose their membership exceeds one year at least. The general assembly holds its meetings in the association site and it can holds them in another place after the approval of the ministry of labour and social affairs of that. |
| Article (12) |
The general assembly meetings are divided into the following:
a- Regular meetings that are held every year in a period not more than three months from the date of the association fiscal year end to consider the following matters:
1. The report of the board of directors about the association business through the ended year and its discussion.
2. The report of the ministry of labour and social affairs and its remarks about the association if any.
3. Studying the report of the association legal accountant about the general budget and the association final accounts of the ended fiscal year and approving them after their discussion if there is no objection breach them and the statement of the evaluated budget for the new fiscal year.
4. Examining and approving or amending the work program which is suggested by the board f directors for the next year and doing what they see concerning it.
5. Any other subjects included in the work schedule.
b- Irregular meetings which are held when needed to consider one of the following cases:
1. The disorder of the financial or administrative work of the association.
2. Amending its basic system or moving its head office or opening branches of it.
3. Dealing with some of its real estate property after the approval of the ministry of labour and social affairs of that.
4. Dissolving the association or merging it into another association or the merging of another one into it.
5. Electing the members of its board of directors or renewing or terminating their membership.
6. Studying the principle of the association money investment and suggesting its fields.
7. Any urgent matters other than what is mentioned and which require holding urgent meeting.
These meetings are held upon a request from the board of directors or from at least one tenth of its active members after the approval of the ministry of labour and social affairs of that. |
| Article (13) |
The regular meetings of the general assembly are held upon a written invitation from the board of directors including the agenda, the matters needed t be examined, the meeting place, its date, and its time. The general assembly can – with the agreement of most of the present members – transform the regular meeting – after finishing its agenda discussion – to irregular meeting to discuss one term or more that require that provided that this is done with the approval of the ministry of labour and social affairs. |
| Article (14) |
The regular and irregular meeting of the general assembly is considered valid if it is attended by more than half of the active members who have the right to attend. If one hour passes after the end of the time designated for holding the meeting without completing the quorum, the meeting is held with what is not less than 25% of the active members. If the quorum is not completed, the meeting is postponed for a period not less than fifteen days and not more than one month. In this case, the meeting is held by who attends of the active members and in all cases, the representative of the ministry of labour and social affairs must attend these meetings. |
| Article (15) |
The general assembly meeting s held with the attendance of the members personally and anyone of them can delegate someone else of these members in writing to attend the meeting but the delegated person should not be one of the board of directors members and the delegation should not be done to more than one member. |
| Article (16) |
The chairman of the board of directors or his deputy undertakes the presidency of the general assembly meetings. In the case of their absence, the chairman is elected from the members attending the meeting. |
| Article (17) |
The regular and irregular resolutions of the general assembly are issued by the majority of its attending members. The voting is done – except the election of the board of directors members – by raising hands. This majority can make the voting confidential. |
| Article (18) |
Two members are selected from the attending members to supervise the voting process. The meeting proceedings, the subjects discussed in it, the resolutions issued concerning them, and the votes number gained by each resolution are recorded in special record. |
| Article (19) |
The board of directors:
1- The association is managed by a board of directors consisting of (21) members elected by the general assembly from its members (who the ministry of labour and social affairs agreed on their nomination) by the secret suffrage and with the attendance of a representative from the ministry. The members of the elected board of directors should hold a meeting for them after the end of the association meeting directly in order to elect the chairman, his deputy, the association supervisor, and the treasurer (the financial supervisor).
2- The period of the board of directors membership is (4) years. The general assembly can repeat the election of the member whose membership period ended. |
| Article (20) |
The membership in the association board of directors is a voluntary work. Its members do not gain wage for it. The gathering between the board membership and the work in the association with a wage is prohibited.
Upon the board approval, the board of directors member can recover the transportation expenses and the other costs spent during the execution of a duty assigned by the board. |
| Article (21) |
The board of directors undertakes the association business in a way accomplishes the goals for which it is established and which are defined in that system and within the limits of what is set by the charitable associations and organizations panel and their executive rules and the resolutions issued by them. The most important works done by the board of directors and which he can assign to whom he sees within the board and its committees are briefed in the following:
1- Appointing full-time executive manger to manage the association business and defining his duties according to the suggestion of the association supervisor and he will be related to the association supervisor.
2- Making decision about joining the association membership.
3- Defining the banks in which the association money is deposited.
4- Managing the association property and money and dealing with what transferred of them according to the followed rules.
5- Forming the permanent and temporary committees.
6- Fulfilling what the association has of rights , performing its obligations, and issuing the required resolution concerning that.
7- Supervising the execution and prosecution of the general assembly resolutions and all the instructions coming from the specialized authorities.
8- Accepting or refusing the grants, endowments, and aids presented to the association.
9- Inviting the general assembly to be held.
10- Preparing the plans, programs, activities, and business of the association, supervising their execution and prosecution, and preparing the annual report about the association works and achievements.
11- Studying the association general budget and final accounts, preparing reports about them, and undertaking the discussion of them before the general assembly.
12- Suggesting the estimated budget and undertaking the discussion of it before the general assembly.
13- Working on solving the disputes which may occur between the association and its members or between the members themselves – concerning the association conditions – and taking all the consideration to settle them or prevent them from occurring.
14- Performing all the business related to the association employees affairs of appointment, transfer, delegation, dismiss, punishment, etc.
15- Developing the financial, administrative, and organizing panels which organize the work procedures within the association and submitting them to the general assembly for approval.
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| Article (22) |
The board of directors hold regular periodic meetings. The number of these meetings should not be less than one meeting per month. The board can hold irregular meetings in the cases requiring that and which include:
1- The decrease of the board members number in a way do not achieve the systemic quorum required for holding these meetings.
2- The request of not less than (5) of the boards members to hold irregular meeting for a reason.
3- The request of the ministry of labour and social affairs or the legal accountant to hold irregular meeting to discuss matters requiring that.
4- Any other urgent matters need holding urgent meeting.
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| Article (23) |
The meeting of the board of directors is considered valid with the attendance of the majority of its members. It is prohibited for the member to delegate another member. The resolutions are issued with the majority of the attending members votes and in case of equality, the chairman vote will be predominant. |
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Chapter Three(The Administration Organization 2) |
| Article (24) |
The board of directors member loses his membership in the board in one of the following cases:
1- If he loses one condition of the membership conditions mentioned in the article (4) of that system.
2- If he has one reason of the membership losing reason which are mentioned in the article (6) of that system.
3- If he is absent without acceptable excuse for three consequent sessions.
4- If he becomes unable to practice his work in the board of directors.
In all cases except the death, the membership losing is issued by a resolution from the board of directors. This resolution will be valid from the date of its issuing. The member can complain of it to the general assembly within fifteen days of the date of informing him with it. This complaint will be considered in the nearest meeting.
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| Article (25) |
The member who loses his membership in the board of directors is replaced with the spare member who have the majority of the votes in the board members election. If the vacant position is for the chairman or his deputy or the supervisor or the treasurer (the financial supervisor), this position will be occupied by election among the board members after completing their number. If the spare members have not the enough requirements to occupy the vacant positions, the general assembly will invite for urgent meeting to treat that.
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| Article (26) |
With respect of what is provided in article (4) of that system, it is conditioned for the member of the association board of directors to complete the twenty first of his age. |
| Article (27) |
The member of the board of directors enjoys all the rights of the association membership and in particular the following:
1- Attending the meetings of the board of directors and participating in discussion and making decisions.
2- Heading the committees formed by the board or the general assembly and participating it their membership.
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| Article (28) |
The member of the board of directors is committed to all the obligations arising from his membership in the association and which include:
1- Caring for attending the board meetings permanently and regularly.
2- Participating effectively with the board members to improve the association management and accomplish its goals.
3- Contributing to the preparation of the association plans, programs, and projects, following them up, and supervising their execution.
4- Being restricted with the resolutions and instructions issued by the general assembly or the board of directors.
5- Performing all the duties and specializations provided in that system and the duties and instructions of the boar director, his deputy, the association supervisor, and the treasurer (financial supervisor) if the member occupy any of these positions.
6- Not asking for any salaries, bonuses, or financial privileges for his membership in the board.
7- Maintaining the association secrets and not revealing them.
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| Article (29) |
The chairman of board of directors enjoys the following authorities:
1- Heading the board meetings.
2- Representing the association before the concerned authorities and he has the right to authorize someone to do that.
3- Signing what is issued by the association of resolutions, contracts, or other than these after the board approval.
4- Receiving the correspondences that come to the association and acting in what is considered within his authorities and offering the rest on the board.
5- Approving the agenda of the board meetings and following up the execution of its resolutions.
6- Signing checks, financial papers, and vouchers with the treasurer (the financial accountant).
7- Directing the invitation to help the association or assisting it in performing its duties.
He can delegate anyone for some of these authorities. |
| Article (30) |
The vice chairman replaces the chairman in case of his absence and in that case, the vice chairman has all the chairman authorities.
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| Article (31) |
The association supervisor undertakes supervising its business and activity with what contributes to achieving its goals and good performance according to the system regulations. For example he can do the following:
1- Choosing one assistant or more for himself and seeking the assistance of individuals or work groups to help him in performing his duties when needed.
2- Nominating the executive manager and suggesting his tasks and authorities to the board of directors.
3- Following up the preparation for the general assembly meetings and the board of directors meetings.
4- Following up and executing the board of directors resolutions and showing the association business which requires that to the chairman of the board of directors.
5- Performing the authorities and duties delegated to him by the board of directors or by the chairman of the board of directors.
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| Article (32) |
The treasurer (financial accountant) is responsible of all its financial affairs according to the articles (45 and 48) of the executive regulations of the charitable associations and organizations panels and according to the association financial panel. |
| Article (33) |
The executive manager of the association undertakes the management of its business in the way which accomplishes its interest and protects its transferred and non transferred money according to the tasks assigned to him. The following conditions is conditioned for the executive manager of the association:
1. He should be Saudi.
2. He should complete the eighteenth of his age.
3. He should be legally competent.
4. He should be free to manage the association business.
5. He should be qualified to perform that work.
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| Article (34) |
If the association for any reason can not appoint an executive manager for its business, the board of directors should assign one of its members to undertakes that business. In that case, the assigned members does not lose his right in attending the board meetings, discussing it, and voting for its resolutions. |
| Article (35) |
The executive manager performs his work under the management of the association supervisor and according to the supervisor suggestion, the board of directors can stop him from working or terminate his service when doing what justifies that. |
| Article (36) |
The board of directors appoint an accountant for the association responsible of the following:
1- Holding the accounting books and documents required by the work nature.
2- Developing a revision scale for the association accounts and the fund account once every three months at least or when he asked to do so.
3- Holding the members' register and recording their subscription payment in it.
4- Preparing the association accounts at the end of the fiscal year and showing them to the legal accountant to check them and conclude the general budget and the final account.
5- Preparing the project of the association estimated budget according to the board of directors instructions.
6- Keeping all the accounting books, registers, and documents of the association in the association site and under his personal responsibility.
7- Performing the works assigned to him which are included in his authority.
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Chapter Four(The Financial Organization)
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| Article (37) |
The association revenues consist of the following:
1- The members subscriptions.
2- The donations, grants, and alms.
3- Revenues of the activities that have financial revenue.
4- The governmental aids.
5- The wills and endowments.
6- The revenues of investing the association fixed and transferred property.
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| Article (38) |
In any case, the association abstains from requesting or accepting the external donations and grants and being committed to the panel of gathering the donations for chartable intentions that is issued by the board of directors resolution number 547 in 30/3/1396H and the instruction issued concerning it.
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Article (39)
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The fiscal year of the association is defined with twelve Arabic months starting from the beginning of Muharram and ending by the end of Zul-Hejja each year. The first fiscal year of the association is excluded of that as it starts from the date of the meeting of the establishment general assembly and ends by the time of the fiscal year end referred to above. |
| Article (40) |
The approved budget is considered valid from the beginning of the fiscal year determined in article (39). In the case of its approval delay till this time, the money is spent of it with the same rates of the previous fiscal year budget till approving the estimated budget for the new fiscal year. |
| Article (41) |
It is conditioned for spending any sum of the association money to be done according to the association financial panel. The executive manager will spend of it according to the allocations approved for the term of the budget terms. In the exceptional cases for the purpose of the additional approvals that done with the board agreement, it is spent according to the association financial panel. |
| Article (42) |
The association holds the administrative and accounting registers and books which it needs and with what agrees with the instructions of the ministry of labour and social affairs. It keeps them in the site of its administration and enables the ministry employees to examine them. These registers include the following:
a- The administrative registers which include:
- The membership register – The record of the board of directors sessions proceedings.
- The record of the general assembly meetings proceedings.
- The record of field visits of the ministry employees.
- The register of the association employees.
b- The accounting records which include:
- The general daily books.
- The assistant professor books which have the details of the financial association dealings.
- The association property record and its fixed and transferred assets.
- The cashing bonds.
- The exchange bonds.
- The recording bonds.
- The members subscription record.
- Any other records that the board of directors sees them suitable for use.
The registration and recording in that records and bonds is done continuously according to the instruction organizing that.
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| Article (43) |
The preparation, revision, and approving of the association final account is done according to the following:
1- The legal accountant makes the association general budget and final account of the ended fiscal year and offers it to the board of directors within two months from this year end.
2- The board of directors studies the general budget, final account, and the estimated budget project for the new year. Then each of them is signed by the chairman of the board of directors or his deputy, the association supervisor, the treasurer (the financial supervisor), the executive manager, and the association accountant.
3- The general budget, final account, and the estimated budget project for the new year is showed to the general assembly by the board of directors for approval. After that the ministry of labour and social affairs is supplied with a copy of each of them.
The board of directors has the right to show the general budget, final account, and the estimated budget project for the new year to the ministry of labour and social affairs before holding the general assembly meeting with an adequate time to take into consideration what the ministry expresses of remarks in a way that does not result in delaying the general assembly meeting from its defined time.
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| Article (44) |
The basic system of the association is modified according to the following:
1- Presenting suggestion of that to the general assembly by the board of directors or the ministry of labour and social affairs.
2- The suggested modification matter is included within the general assembly agenda and it clarifies its reasons and justifications.
3- The suggestion is discussed and voted by the general assembly and a related resolution is made.
4- The suggest modification does not become valid unless after the approval of the ministry of labour and social affairs of the resolution issued by the general assembly concerning it. Then it is published in the formal newspaper.
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| Article (45) |
The association has the right to open one branch or more according to the following:
1- Issuing a resolution of that by the general assembly.
2- The approval of the ministry of labour and social affairs of the general assembly resolution concerning opening the branch.
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Chapter Five(The Association Integration)
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| Article (46) |
The association could be integrated into another one optional integration and this according to the following:
1- The approval of the general assembly of the integration principle for both of the integrating association and the integrated association.
2- The region of the two associations services and their goals are almost the same.
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| Article (47) |
The optional integration is done according to the following procedures:
1- The two associations submit a request to the ministry of labour and social affairs clarifying in it the desire to integrate and its justifications. The following papers should be attached to that request:
- A copy of the general assembly resolution to the two associations of the approval of the integration principle.
- A copy of the general budget of the two associations for the last fiscal year accompanied with detailed statement of the property, rights, and obligations of each association in the date of issuing the general assembly approval of the integration.
2- At the ministry approval of integration, a ministerial resolution is issued and published in the formal newspaper.
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| Article (48) |
By a resolution from the minister of labour and social affairs, the association could be integrated into another one or another association could be integrated into it when the general interest requires that. This resolution is published in the formal newspaper.
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| Article (49) |
The ministerial resolution issued concerning integration or approval of it will have the following effects:
1- The vanish of the juridical personality of the integrated association and approving that in the charitable associations register.
2- Considering the integrating association a successor of the integrated association and all its assets move to it as per that. Also its financial guarantee with its rights and obligations is transferred to it. It will have the systemic position in fulfilling these rights and performing these obligations.
3- Approving in the integrating association register of what occurred to it of the other association integration into it.
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Chapter Six(The Association Dissolve) |
| Article (50) |
The association could be dissolved optionally according to the following:
1- The general assembly calls for irregular meetings to consider that.
2- In the case of its approval of dissolve, it issues its resolution concerning it.
The ministry of labour and social affairs is supplied with a copy of this resolution.
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| Article (51) |
The ministry of labour and social affairs issues a resolution for approving the dissolve and it is published in the formal newspaper. It includes appointing one liquidator or more to count the association property and fulfilling what it has of rights and performing what it has of obligations before finishing the liquidation process. He should present a report to the ministry of labour and social affairs about the results of the liquidation works. |
| Article (52) |
All the property of the dissolved association are transferred to one association or more of the charitable associations or organizations that work in its services region or near it and which is registered in the ministry of labour and social affairs and which is determined by the dissolve resolution. |
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