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Articles of
Association
Of
The Foreign
Press Association in Egypt
Deposited with
the directorate of Social Affairs
Under Number
2291 on 13 April 2004
In accordance
with law No. 84 of 2002
Abdeen
Department for Social Affairs
Association's
address, Address: 2, Ahmed Ragheb St, Garden City, Cairo, Egypt
Field of
Activity of the Association: Press, information and membership services
Model form
Articles of
Association of
Foreign Press
Association in Egypt
Chapter One
Association's
name, type and field of activity, geographic scope of operations and
headquarters
Article 1:
On this day 13th
of April 2004 the undersigned and those joining the in the city of
Cairo, founded an Association under the:
Name: Foreign
Press Association in Egypt
Address: 2,
Ahmed Ragheb St, Garden City, Cairo, Egypt
Period:
Unlimited
Article 2:
The field of
activity of the Association is: cultural and scientific services.
Article 3:
Activities: the
Association works to achieve its purposes through the following
activities:
Arranging
lectures and seminars on topics of interest to foreign correspondents in
Egypt.
Arranging visits
to cities and governorates in Egypt and abroad.
Establishing a
social and cultural club for the members.
Setting up a
communications link with the competent Egyptian authorities with the aim
of enhancing mutual relations.
The Association
does not involve itself in political activities.
Article 4:
Geographic scope
of operations: Egypt
Headquarter
address for administration:
Helnan
Shepheard's Hotel, Room 522, 5th Floor, Garden City
Article 5:
It is agreed
that the association will not conduct any of the purposes or activities
mentioned in items no. 1, 2, 3, 4 of Article 11 of law No. 84 of 2002
Chapter Two
Financial
aspects
Article 6:
Association's
funds and how they should be appropriated and disbursed:
First: The
Association's funds consist of:
Subscriptions by
members.
Contributions,
donations and legal bequests.
Revenues from
social events.
Governmental
assistance.
Other funds
approved by the board of directors.
Income of
holding charity exhibitions and sports games.
Income from
investments or production projects.
Second:
The
Association's fiscal year begins on January 1st and ends on December
31st of each calendar year.
Third:
The
Association's funds are deposited in the name in which it [the
association] was incorporated at the National Bank of Egypt.
Fourth:
The signatures
of both the treasurer and the chairman of the Association or the person
acting on his behalf are mandatory on every cashing authorization in
order to cash any of the Association's funds.
Article 7:
The
Association's funds shall be devoted to expenses necessary to achieve
its objectives. These funds are not to be used for anything other than
these objectives.
The association
has the right to own real estate to achieve its purpose, as agreed upon
by the General Assembly.
The Association
may for the purpose of guaranteeing a steady income invest excess
revenues in productive- service projects of assured profitability
according to article 59 of the executive regulation of the law.
Article 8:
Recruiting
employees in the Association is done according to:
Recruiting
employees in accordance with Law No 137 of 1981
-2 Government
civil servants may be seconded in accordance with Article 12 of the law
-3 Volunteering
of the Association's members or others to carry out the Association's
work.
Article 9:
The bequest of
the Association's assets after dissolution shall be made to:
The monetary aid
fund of NGOs and Foundations
Article 10:
The Association
shall keep in its headquarter all files, documents and correspondences
and they all should be stamped by the administrative authorities before
being used. In accordance with Article 62 of the law, all members of the
association are allowed to look into these files.
Article 11:
The Association
shall keep accounting records detailing revenues and expenditures in
accordance with Law No 84 of the year 2002.
If revenues or
expenditures exceeded the amount of LE20,000 records have to be reviewed
by an official auditor with all documents and a financial report must be
prepared at least a month before the convention of the General Assembly.
Article 12:
Any changes to
the constitution must be made in a special General Assembly. The
Association shall inform the Administrative Authority of any changes in
order to be approved and recorded.
Article 13:
The Association
allows activities to be carried out by other branches and outside of its
headquarters. If the Association has other branches in other
governorates, they have to follow the same rules of the main
Association. A branch has the right to be represented in the board of
directors of the association according to the percentage determined by
the General Assembly with respect to the size of the branch's activities
For a branch to
be re-organized a board decision may be issued for that purpose after
the approval of the General Assembly, the decision should clarify
Branch location
Branch
activities
Geographic scope
of activities
Branch financial
affairs
Branch fund
sources
Branch
administration and management affairs
The connection
between the Association and branch members
Branch period if
it's for a limited time
Chapter Three
Membership
Article 14:
An Association
member must meet the following requirements:
Be of good
conduct and reputation.
Education: not
specified, age: 21 years, Experience: not specified
Have received a
press card from the Egyptian press center,
Present the
board with written proof that the applicant is working for foreign media
based in Cairo,
Present a
membership application to the Association.Enclosing a membership fee of
LE250 after the membership application has been accepted .The
application shall give the applicant's name, nationality, address,
profession and method of subscription payment. The membership fees don't
give the applicant any rights before he or she is approved by a board
decision to be a member of the Association.
Article 15:
Membership is
divided into active, associate and honorary members.
An active member
is a member who participated in founding the Association, or applied for
membership and was accepted by the board and has the right to attend the
General Assembly and to run for board elections.
An associate
member is a member who does not fulfill all the membership requirements;
the associate member has all the rights of a regular member except the
right to attend the General Assembly and run for board elections.
An honorary
member is a member who provides great services for the Association,
whether material or moral, but does not have the right to run for board
elections nor attend the General Assembly.
Article 16:
A member's
annual subscription is set at LE250 for regular members. The annual
subscription is set for LE150 for associate members who are Egyptian
media representatives and LE 350,- for foreign associate members, paid
in annual or monthly installments if requested. In all cases, the annual
subscription shall be paid before the end of the fiscal year.
If a member
joins the Association during the course of the financial year, he or she
shall pay the amount of the annual subscription due for the remainder of
the year.
Article 17:
Membership is
terminated in the following cases;
Resignation or
withdrawal from the association, carried out by an official letter.
Death
If a member no
longer meets one of the requirements for membership.
Dismissal or
expulsion:
If he/she
engages in an act conducive to causing gross material or moral damage to
the Association.
If he/she uses
his membership at the Association for a personal purpose.
If he/she is six
months overdue on payment of subscription fees from the due date of
subscription, provided that he/she is advised of the overdue payment by
certified mail during the four months following the last payment made.
The resolution
to terminate membership shall be taken by a board decision expressing
the name, reasons and date of membership terminated.
A member is
informed of the termination of membership within 15 days from the date
of the board's resolution to this effect with a copy of the board
meeting minutes.
Article 18:
Membership may
be restored to members whose membership had been terminated for
non-payment, provided that they pay the amount they owed.
Article 19:
A member or a
person whose membership has been terminated for any reason and the heirs
of a deceased member are not entitled to a refund of membership fees or
subscriptions or shares or donations or contributions given to the
Association, and have no right to the Association's monies.
Chapter four
The bodies
representing the Association and jurisdiction of each
First: The
General Assembly
Article 20:
The General
Assembly comprises all active members who have fulfilled their
obligations according to the Association's articles and who have been
members for a period of at least six months.
Article 21:
The General
Assembly convenes by invitation. Notification to members shall be
through registered mail or members' signatures to indicate their
knowledge of the General Assembly's date, a written request for all
members who have the right to attend the General Assembly stating the
place, timing and purpose. The invitation will be presented by:
The chairman of
the board of directors
One fourth of
the members entitled to attend the Assembly.
By appointed
representative in accordance with article 40 of the law.
An invitation by
the directorate of Foreign Affairs.
Article 22:
The general
assembly shall be held at the main headquarters of the association. It
may also be held in any other place to be defined on the invitation to
which the agenda is enclosed. A copy of the documents to be submitted to
the general assembly shall be sent to the administrative body and to the
federation to which the association is affiliated, at least fifteen days
before the meeting. The federation may authorize someone to attend the
meeting.
The general
assembly may discuss other issues, not stated in the agenda subject to
the approval of the absolute majority of total members.
Article 23:
The general
assembly shall be convened to an ordinary meeting at least once a year
during the four months following the end of the association fiscal year
to discuss:
Balance sheet,
final account
The board of
directors' report on results of the year, auditor's report.
Estimated budget
of the next year
Electing new
directors to replace those whose term has expired or terminated
Appointing an
auditor and determining his fees
Other issues as
the board of directors may enter into the agenda.
The general
assembly may be convened for an ordinary meeting whenever necessary.
Article 24:
The Assembly may
be summoned to extraordinary sessions to:
Consider
amendments to the Association's articles.
Consider
Association dissolution and its affairs.
Consider
incorporation into another association.
Become of a
public benefit.
Dismiss all or
some of the board members.
Other purposes
in accordance with the wishes of the General Assembly majority.
Article 25:
A general
meeting is not valid unless attended by the absolute majority of
members. If the quorum is not met, the meeting is postponed to another
session to be held within the period of minimum one hour and maximum 15
days from the meeting time.
The meeting in
this case would be valid if attended in person (without proxies) by at
least 10 per cent of the members or by 20 members; whichever is less,
provided that the number of attended in the first case not less five
members.
Article 26:
A member of the
general assembly may authorize in writing another member to represent
him in attending the general assembly
An official
authorization
An authorization
signed by the absent member, the authorized member, the and the person
in charging of inviting the General Assembly and stamped by the
association stamp a day before the meeting. A member may not be
represented by more than one member.
Article 27:
An Assembly
member is not entitled to vote if the subject of the resolution under
debate is of personal interest to the member, except in the case of
Assembly elections.
Article 28:
The General
Assembly's resolutions are adopted by the absolute majority (half + 1)
of members present at the meeting.
The extra
ordinary General Assembly's resolutions are adopted by the absolute
majority (half + 1) of members present at a meeting.
Article 29:
The General
Assembly's resolution shall be recorded in the official minutes book of
the Assembly and shall be signed or sealed by the Chairman and Secretary
General.
Second) Board Of
Directors
Article 30:
The Association
shall be administrated by a Board of Directors comprising 9 (nine)
members elected by the Assembly from among its members.
The term of
first Board membership is for a maximum of three years appointed by the
founding members.
The term of
Board membership is for six years. The election of one third of the
members is renewed every two years by ballot. After a six year Board
term, the assembly is invited to have a completely new board.
[We have
mentioned above we would like to ask the Minister permission to limit
this to three years.]
The Board elects
from among its members, at its first meeting after the General Assembly,
a Chairman, a Deputy Chairman, a Treasurer and a Secretary General.
Egyptian Board
members should be proportional to their percentage of the FPA General
assembly's members.
[We have
mentioned above we would like to ask the Minister to exempt the FPA from
this rule and leave the composition of the board up to the General
Assembly of the FPA.]
Article 31:
A Board member
must be qualified to exercise his civil rights.
Article 32:
The candidate
names are shown at the association on a public place after the deadline
of running for the Board membership. The Association shall notify the
Administrative Authority and the competent federation with the name of
the candidates within at least 60 days from the date of the General
Assembly's meeting.
Article 33:
A director shall
not combine membership in the association's board and performing paid
work for the association
A board member
may have the right to be paid the real expenditures he spent while
carrying out the association's activities such as transportation.
A board member
cannot vote in a decision for reimbursing his expenses.
Article 34:
The board of
directors shall manage the affairs of the association. To this end, it
may perform any kind of function except those required under this law
and the association's statute to be first ratified by the general
assembly.
The board of
directors should have a chairman who represents the association before
courts and third parties.
Article 35:
The
association's board of directors shall hold at least one meeting every
three months. Meetings shall be valid only if attended by the majority
of its members.
Resolutions
shall be issued by absolute majority of members present unless otherwise
stipulated by the statute.
Article 36:
If a Board
member's place becomes vacant in the period between one General Assembly
and another, the Board may delegate a replacement from among those who
had in the last General Assembly the largest number of votes after the
elected members. These delegated members continue to temporarily occupy
their positions until the General Assembly convenes and final elections
are held to fill the remaining period of their predecessors.
Article 37:
The Board may
appoint a Director from its members or non-members and give him a proxy
to handle any of the matters within its jurisdiction.
Third) The
Board's Powers
Article 38:
The Board is
empowered to administrate the Association affairs as follows:
The Board elects
from among its members a chairman, a deputy chairman, a treasurer and a
secretary general of the Association, the Board determines the
responsibilities and authorities for each position to run the
administrative and technical affairs of the Association.
Draft internal
regulations for the Association and to show to the General Assembly.
Form committees
it deems necessary for the good conduct of business. Resolutions adopted
by such committees are valid within the limits of the jurisdiction
assigned by the Board.
Appoint
employees required for its operations.
Make studies for
the social and production projects to achieve its purpose.
Hold
exhibitions, parties and charity markets to increase its income.
Approve the
contracts and agreements of the association.
Define the
amount of a permanent loan that covers daily and regular expenses.
Prepare the
final accounts for the ending financial year and the new draft budget as
well as the annual report detailing the Association's activities and
financial situation, and draft new projects for submission to the
General Assembly at its annual meeting.
10- Summon the
General Assembly in accordance with the law and implement its
resolutions.
11-Study the
Auditor's report and prepare answers on negative remarks made in it for
submission to the General Assembly.
12-Study
negative remarks made by the competent administrative body and prepare
answers and seeking to avoid these negative remarks in accordance with
the law and the association's main articles.
Article 39:
The Board may
delegate all or some of its prerogatives to an Executive Committee
comprising of the chairman or his deputy, the treasurer, the secretary
general and members elected by the Board. The Executive Committee shall
have a maximum of five members, meets at lease once every month to
review the status of those Association activities that are within its
jurisdiction and its meetings shall be valid if at least three members
attend. Decisions taken are recorded in a special register and promptly
presented to the Board.
The Jurisdiction
of the Executive Committee includes the following:
Endorsing
financial transactions within the confines specified by the Board.
Endorsing
nominations, appointments and disciplinary action of employees within
the confines set by the Board and the provisions of the articles of
Association.
Endorsing annual
inventory records.
Approving
reimbursements from the permanent or temporary loan in line with work
requirements and circumstances.
Studying
policies for the implementation of projects and new proposals and also
studying the auditor's report and endorsing the final accounts and draft
budget and answer negative remarks contained therein prior to
presentation to the Board.
Endorsing
decisions by other committees prior to their presentation to the Board.
The Executive
Committee refers their decisions to the Board for approval.
Endorsing the
decisions in all cases according to the Board's approval.
Article 40:
The chairman of
the Board's principal functions are as follows:
Chairing Board
meetings, General Assembly and internal committees which he attends and
which he has the right to convene.
Representing the
Association and acting on its behalf before administrative and judiciary
bodies.
Approving
agendas for Board meetings and following up the implementation of Board
decisions.
Signing on
behalf of the Association all contracts and agreements approved by the
Board.
Co-signing with
the Secretary General minutes of sessions, administrative decisions and
decisions related to employees.
Co-signing with
the treasurer all cheques and financial papers.
Acting in all
urgent matters presented by Secretary General which cannot be deferred
until Executive Committee or Board meetings. He shall have in such cases
all the Board's powers, provided that he shall submit the matter and the
decision taken to the Board at its first meeting.
In the case of
absence of the Chairman, the person acting in his place shall
carry out his
functions in accordance with the articles of the Association and
shall have the
Chairman's full powers.
Article 41:
The Secretary
General primarily has the following responsibilities:
Preparing the
agenda and issuing invitations to the members. Assuming secretarial
functions for the meeting, recording its minutes and resolutions and
setting these out in special records for presentation to the Board and
ratification at its next meeting.
Maintaining a
register of membership status with the names and addresses of the
Association's members.
Keeping records
of the minutes of Board and General Assembly meetings, maintaining and
obtaining the Chairman's signature thereon.
Acting to
implement Board decisions.
Preparing the
annual report on the Association's activities and presenting it to the
Board after reviewing it with the Executive Committee.
Drafting the
agenda of the General Assembly and acting to summon it in accordance to
the law and also drafting the agendas of Extraordinary General Assembly
meetings.
Informing the
competent Administrative Authority and Federation of Board meetings and
General Assembly minutes in accordance with the Association's articles.
Compiling the
names of candidates for the Board within the deadlines specified in the
Association's articles.
Supervising all
administrative work and keeping at the Association's headquarters all
papers and records belonging to the Association.
Taking charge of
all written communications delivered to the Association and referring
them to the Board, Executive Committee or Chairman as the case may be.
Studying
observations by the Central Accounting Organization and relevant
administrative bodies on administrative and social issues and preparing
a reply in preparation for taking the entire matter to the Executive
Committee and the Board in order to reply to these bodies within one
month from the date of communication of observations.
Other
responsibilities approved by the Board.
Article 42:
The Treasurer is
responsible for the Association's financial affairs in accordance with
the system approved by the auditor and endorsed by the Board. His
principal responsibilities are:
General
supervision of the Association's revenues and expenditures, monitoring
the making of receipts for all revenues, receiving the revenues and
promptly depositing them in a bank or saving fund, and observing or
undertaking the prompt entry of all revenues and expenditures in special
books. He is responsible for organizing and supervising financial and
inventory operations and presenting his remarks and memoranda to the
Board.
Supervising the
annual inventory and presenting a report on the result to the Executive
Committee and the Board.
Disbursing all
amounts legally approved and keeping documents to prove the correct
disbursements of such amounts, supervising the disbursements and keeping
the documents.
Reviewing the
Association's financial records and also reviewing financial documents
before and after disbursements and endorsing and filing them.
Implementing
Board and Executive Committee decisions on financial dealings, provided
that they are in conformity with the budget's stipulations.
Co-signing
payment orders and cheques with the Chairman or the person acting in his
place.
Approving
disbursements from the temporary loan within confines set by the Board
to meet urgent and essential cases which ca not wait for a Board
decision, with such disbursements to be presented for endorsement at the
first meeting.
Preparing the
balance sheet and the general budget for review by the Auditor and
preparing a final report to present to the Board.
Participating
with the Secretary General in drafting the following year's budget,
submitting it to the board and sending the draft to the Administrative
Authority at least fifteen days before it is presented to the General
Assembly.
Studying
observations made by the accountancy Bureau and the competent
administrative bodies and preparing a reply in order to submit the
entire matter to the board, responding to them within one month from the
date of communication of the observations related to financial matters.
Article 43:
The Association
appoints an auditor from the official auditors if the Association's
expenses or revenues exceed LE20,000. The auditor must be a certified
auditor.
The Auditor's
responsibilities is as follows:
Reviewing the
Association's books, records and documents at any time. He has the right
to ask for dates and explanations that he deems necessary for the
discharge of his assignment. He may also scrutinize the assets and
liabilities of the Association, and the board is required to enable him
to perform all the aforementioned tasks.
If the auditor
cannot achieve his work for any reasons he has to raise the issue with
the Board and the Board must refer it to the General Assembly.
The auditor
assumes his responsibility from the date of his election or appointment
until the following General Assembly. He audits the accounts of the
financial year for which he is assigned.
Present a report
by the end of the financial year.
Prepare the
budget of the Association a month before the General Assembly meeting.
If auditor did
not function efficiently, the board has the right to invite the General
Assembly, attaching a report prepared by the board, to summon the
auditor, discuss the matter with him and make the suitable decision in
this regard.
Cairo on /
/ 2004
The Secretary
General The Chairman
Name
Name
signature Signature
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