đź“‘ INTERNAL REGULATIONS OF THE FONDATION
INTERNAL RULES OF HAMA FOUNDATION
In execution of the statutory provisions and in order to ensure the sound management of the Foundation, the present Rules of Procedure are hereby established. Its main purpose is to set out in detail the organisation and operation of the Foundation. It may be modified at any time under the conditions of the drafting of these rules.
TITLE I: GENERALITIES
ARTICLE 1: THE NON-POLITICAL NATURE OF THE FOUNDATION
Constituted with aims defined by its statutes, HAMA FOUNDATION is apolitical, secular and Non Governmental, therefore it cannot pursue direct or indirect political and religious objectives, nor can it take political and religious positions.
ARTICLE 2: ACTIVITIES OF THE FOUNDATION
The activities pursued by the Foundation, under its programmes, projects or tasks assigned to all members or constituted groups, must have objectives in accordance with the statutes.
ARTICLE 3: THE FOUNDATION’S BUDGET AND ACCOUNTS
The budget and accounting of the Foundation are organised by specific instructions. These are drawn up under the responsibility of the Board of Directors and submitted to the Founders for approval.
The auditor is required to assess the regularity and fairness of the Foundation’s financial statements, in accordance with specific instructions adopted by the Board of Directors.
TITLE II: MEMBERS
ARTICLE 4: UNCONDITIONAL MEMBERSHIP.
Membership of the HAMA Foundation shall be open to any natural or legal person under private or public law, without any restrictions or reservations other than those provided for by law, the Statutes and these Rules of Procedure
ARTICLE 5: MEMBERS OF THE FOUNDATION.
Members whose applications for membership have been accepted and authorised shall become “Members”
The status of “Member” may be granted ex officio by the Board of Directors to identified natural or legal persons who have accepted such status, without their having expressly requested it beforehand.
ARTICLE 6: CATEGORIES OF MEMBERS.
The Foundation is composed of the Founders, the members of the Administrative Council, adherent and active members, honorary members and benefactor members.
Founding members are the natural persons who have participated in the creation of the philosophy, the constitution and the establishment of HAMA FONDATION, the latter having made available a Capital and various endowments.
The members of the Administrative Council are natural persons who participate in the management and administration of the Foundation.
The adherent members are natural or legal persons who have been declared as such by the Foundation’s authorities.
Active members are natural or legal persons who effectively participate in the life of the Foundation.
Honorary members are and by decision of the Board of Directors, natural or legal persons who have rendered an important service to the Foundation.
Are Benefactor Members the natural or legal persons who have agreed to support the Foundation financially and materially.
ARTICLE 7: REMOTE MEMBERSHIP.
In accordance with article 5 of the statutes, the application for membership is made directly online via the Foundation’s website.
Therefore :
1- The adherent registers by accessing the following Internet addresses: For the website: www.hamafondation.org
2- The Foundation will send an email to the email address for each user account.
3- An electronic certificate of membership will be issued to members who have completed the membership form and accepted the statutory conditions. The latter will be registered in the Foundation’s register according to their membership category.
4- Members whose membership has been confirmed by the appropriate Foundation bodies will be able to complete their online profile and use all the Foundation’s services within the limits prescribed by the general terms of use.
ARTICLE 8: DEPARTURE – EXCLUSION – DEATH OF A MEMBER.
The resignation must be addressed to the Administrative Council by registered letter. The resigning member does not have to give reasons.
In accordance with the provisions of Article 8 (2) of the Articles of Association, the exclusion of a member may be pronounced by the Board of Directors for serious breach and/or violation of these Articles of Association without any compensation. In particular, the following are deemed to be serious breaches:
- non-participation in the Foundation’s activities for more than three consecutive months;
- a criminal conviction for a felony or misdemeanour;
- any action that may be prejudicial, directly or indirectly, to the activities of the Foundation or to its reputation.
The decision to exclude shall be adopted by the Board of Directors acting by a two-thirds majority of the members present.
In the event of the death of an adherent, the heirs or legatees may claim to remain in the Foundation, under the conditions defined in Article 8 (3) of the Statutes.
TITLE III: GOVERNANCE OF THE FOUNDATION.
ARTICLE 9: THE ADMINISTRATIVE COUNCIL.
The Foundation shall be administered by a Board of Directors and an Executive Committee in accordance with the provisions ofTITLE V of the Statutes.
Outgoing administrators may be re-elected for the same term
In the event of a vacancy due to death or resignation, the Board of Directors may, if necessary, temporarily provide for the replacement of its members, subject to the opinion of the Founders. This provision is effective in the event that the Founders have not provided for the replacement of these members within a short time.
ARTICLE 10: POWERS AND FUNCTIONING OF THE BOARD OF DIRECTORS.
The Board of Directors is vested with the most extensive management powers both in relation to the adherents and to all third parties to act in all circumstances in the name of HAMA FONDATION, to do and authorize all acts and operations which fall within the object of the Foundation.
In this function: It appoints and supervises the action of the members of the Executive Committee; It sets the agenda of the assemblies; It meets as often as the interest of the Foundation requires and at least once a year; It is convened by the President or by the Secretary General on request of half of its members. The convocation shall indicate the date, time, agenda and place of the meeting.
However, the Board of Directors may meet by verbal convocation and the agenda may be set only at the meeting itself, if all members are present or excused at that meeting.
An attendance register shall be kept and signed by the participants in the meeting.
Decisions shall be taken by a majority vote of the members present.
In case of tied vote, the Founders shall have the final decision.
The deliberations of the Board of Directors shall be recorded in minutes, kept without blanks or erasures on numbered sheets and stored at the Foundation’s headquarters; they shall be signed by the Chairman and the Secretary.
Working committees may be set up by decision of the Board of Directors after approval or on the proposal of the Founders.
The members of the Administrative Council shall be responsible for drawing up an internal charter on its organisation, operation and evaluation.
ARTICLE 11: THE CHAIRMAN OF THE ADMINISTRATIVE COUNCIL.
The President of the Administrative Council is responsible for the identification, evaluation and negotiation with potential partners of the Foundation’s programmes and projects, as well as their presentation to the Administrative Council for decision on the basis of their conformity with the Statutes and their viability.
No activity involving the financial commitment of the Foundation may be carried out without the prior favourable decision of the Founders and under the advice of the Administrative Council. However, the President of the Administrative Council may, for reasons of urgency, authorise the financial commitment of the Foundation after an accelerated procedure of written consultation of the members of the Council and a majority of no objection. The President will justify all these operations carried out on the basis of the emergency procedure at the next meeting of the Administrative Council, with a view to regularising them.
All acts and documents committing the Foundation are signed by the President of the Administrative Council, who may do so jointly with the Secretary General. However, for the day-to-day management of the Foundation’s activities, and for those involving a financial commitment, the President of the Administrative Council may delegate his or her right to sign to the Secretary General in writing and approved by the auditor.
In the event of absence or impediment, the President of the Administrative Council shall appoint a director to act as interim director. This interim can only be carried out by one of the members of the Executive Committee of the Foundation. In the event of absence or prolonged or definitive impediment, the President of the Administrative Council shall be replaced in accordance with the conditions laid down in the Statutes.
ARTICLE 12: THE EXECUTIVE COMMITTEE OF THE FOUNDATION.
The Board of Directors appoints from among its members an Executive Committee composed of:
- a President ,
- a Secretary General ;
- one Administration and Finance Officer
- a programme and cooperation officer.
In case of vacancy of a member, the Board of Directors shall immediately provide for a replacement.
The members of the Executive Committee are all appointed for the duration of their directorship. They are eligible for re-election.
They may be dismissed by the Board of Directors.
The Executive Committee may appoint one or more paid employees to assist it in its management.
The Executive Committee shall draw up a manual on administrative, budgetary and accounting procedures under its responsibility. The procedures manual is reviewed and validated by the Foundation’s Board of Directors prior to its effective use It may be revised at any time.
ARTICLE 13: REIMBURSEMENT BENEFITS.
Only directors and elected members of the Executive Committee are entitled to reimbursement of expenses incurred in the course of their duties, subject to prior justification.
ARTICLE 14: STAFF OF THE FOUNDATION.
The Foundation may enter into employment contracts with the staff necessary for its operation and the functioning of its governing bodies.
Staff members are identified and proposed by the Executive Committee of the Foundation.
The decision to sign and terminate employment contracts is examined and authorised by the Foundation’s Board of Directors.
TITLE IV: DISCIPLINARY SANCTIONS AND MISCELLANEOUS AND FINAL PROVISIONS.
ARTICLE 15: DISCIPLINARY SANCTIONS.
The following are considered as misconduct – repeated and unjustified lateness and absence from meetings; – disruption of meetings and activities; – violation of the statutory provisions; – violation of the internal regulations and the management provisions attached to the Board of Directors’ charter, the procedures manual and the general conditions for the use of the Foundation’s services.
The Board of Directors may assess the misconduct of administrators, members of the Executive Committee, staff or adherents and impose the following disciplinary sanctions on them, as appropriate: – Warning; – Reprimand; – Suspension; – Exclusion.
None of these disciplinary sanctions may be imposed without the person concerned having been invited to provide explanations, unless the acts committed are flagrant and obvious.
Disciplinary sanctions imposed by the Board of Directors may be reviewed by the Founders. To do so, the challenger must address his request to the Chairman of the Board of Directors, with a copy to the auditor.
The decision of the Administrative Committee is without appeal.
ARTICLE 16: DISPUTES.
Any dispute concerning the application of these rules of procedure shall be discussed and resolved amicably by the Board of Directors and by default by the competent courts of the Foundation’s registered office.
ARTICLE 17: MODIFICATION OF THE RULES OF PROCEDURE.
These rules of procedure may be amended by the Board of Directors by a simple majority of the members present and ratified by the Founders.
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