Part I: Associations

Chapter III: Machinery of the Association General Assembly

Article 24:

The general assembly shall be composed of all active members who have completed at least six months and satisfied obligations under the association’s statue.

Article 25:

The general assembly shall be convened up in an invitation in writing to each member eligible to attend the assembly. This invitation shall define the place, date of agenda and the meeting shall be addressed by :
  1. The board of directors.
  2. A number of persons authorized by twenty five percent members eligible to attend the general assembly.
  3. The commissioner appointed under Article 40 hereof.
  4. The competent administrative body should it deem it necessary.

Article 26:

The general assembly shall be held at the main headquarters of the association. It may also be held in any other place to be defind 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.
The administrative body and the competent federation shall be notified with a copy of the minutes of the general assembly meeting within thirty days as of the date of meeting.

Article 27:

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 and the board of directors’ report on results of the year, auditor’s report. Besides it elects new directors to replace those whose term has expired or terminated in addition to appointing an auditor and determining his fees as well as such other issues as the board of directors may enter into the agenda. The general assembly may be convened for an ordinary meeting whenever necessary.
The general assembly may be convened to extraor dinary meetings to discuss amendments to the statutes of the association, dissolving, merging with other associations, discharging all or some of the directors or for any other issues that are required under the statute of the association to be discussed in an extraordinary meeting.

Article 28:

The meeting of the general assembly shall be considered as valid if attended by absolute majority of its members
In case of incomplete quorum, the meeting shall be adjourned for another session to be held within a period of at least one hour or at most fifteen days of the date of the first meeting as may be decided by the statute of the association. In this case the meeting shall be valid if attended in person by at least ten percent of the members or twenty members whichever less provided that the number of attendees in the first case shall be at least five members.

Article 29:

A member of the general assembly may authorize in writing another member to represent him in attending the general assembly according to such rules as may be decided by the statute of the association. A member may not represent more than one member. A member of the general assembly may authorize in writing another member to represent him in attending the general assembly according to such rules as may be decided by the statute of the association. A member may not represent more than one member.

Article 30:

A member of the general assembly shall not participate in voting if he has a personal interest in the proposed resolution, save for the election of the machinery of association.

Article 31:

Resolutions of the ordinary general assembly shall be issued by the absolute majority of the attending members. Resolutions of the extraordinary general assembly shall be issued by an absolute majority of its members unless the statute stipulates a special majority.

Article 32:

Each association shall have a BOD composed of an odd number of at least five and at most fifteen directors as may be decided by the statute. The directors shall be elected by the general assembly for a term of six years. One third of the directors shall be reelected by lot on a biennial basis to replace directors whose membership has terminated.
The first BOD shall be appointed by the founders’ assembly for a period of maximum three months. In associations involving foreign members, the percentage of Egyptian directors shall be at least similar to their percentage to total members of the association.

Article 33:

A candidates to the directorship of an association shall be required to enjoy his civil rights. Other conditions shall be determined by the statute of associations.

Article 34:

The BOD shall have in display at the association’s headquarters on the day following closing date for candidature, a list of cadidates, names. The administrative body shall be notified with the list within the following three days, sixty days prior to the date of elections.
The administrative body as well as any party concerned may notifiy the association with those deemed to be excluded due to failure to satisfy candidature conditions. Should, within fifteen days from date of advising the association, candidature not be proved to have been relenquished, the administrative body may submit the matter to the committee set forth under Article 7 hereof. Challenge to the committee’s resolution shall be made before the competent court before the scheduled date of elections.

Article 35:

It is prohibited to combine the directorship of an association and employment in the administrative body or any other body conducting supervision, directing, controlling or financing the association, unless so authorized by the prime minister or whosoever authorized thereby for reasons related to public interest.
Such ban shall not apply to associations, whose membership is restricted to one of the said bodies.

Article 36:

A director may not perform any work for account or in the interest of an association, where he has a personal interest. This shall not prejudice his right to be paid for works performed for the association wherever the statute allows so subject to approval by the BOD and ratification by general assembly of such approval at the first meeting that follows.
In all cases, the director shall have the right to be paid for the actual expenses incurred thereby for performing business of the association.
A director may not cast vote on a resolution for granting him fees or reimbursement of costs incurred.

Article 37:

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 38:

The association’s board of directors shall hold at least one meeting every three months. Meeting 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.
In case of equal votes, the chairman’s shall be the casting vote. The board of directors shall advise the administrative body with the resolutions issued thereby or the general assembly within thirty days of the date of issuance.

Article 39:

The board of directors may appoint one of the directors or otherwise as a manager of the association. The appointment decision shall define the administration functions assigned thereto.

Article 40:

Subject to the provisions of the association’s statute, in case the member of directors is not sufficient for a valid meeting to be held, the Minister of Social Affairs may, if necessary, subject to consultation with the General Federation of NGOs and Associations appoint, under a justifiable decision, a commissioner from among the rest of directors or otherwise, who shall be vested with board of directors’ terms of reference.
The commissioner shall convoke the general assembly, within sixty days, to elect a new board of directors. Otherwise, the assembly shall be deemed to be invited by virtue of law that is on the next Friday following the unfulfilled date referred to.
The conditions for such meeting shall be governed by the executive regulations of this law. The commissioner’s mission shall end up with the election of the new board of directors.

   


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