The Board of Directors is the supreme executive body of the Association, which shall implement the policies drawn by the General Assembly, as well as the resolutions and recommendations adopted by the Assembly, to achieve the ultimate goals of the Association. The Board of Directors shall take any action in order to carry out any task, except those tasks mentioned in the regulations, for which the approval of the General Assembly is a must before processing.
The Board of Directors particularly performs these acts:
a) Draw up the Association's general policy. b) Set up plans and programs to achieve the Association's objectives. c) Establish and amend the Association's regulations in light of its constitution. d) Review reports submitted by committees and members' suggestions and take appropriate actions towards them. e) Prepare the Association's fiscal year budget and final statement of account. f) Prepare the annual reports regarding the Association's business and activities.
Article no. 33:
The Board of Directors shall consist of nine members who shall be elected by the General Assembly from amongst its members by direct secret ballot. The term of office of the board members shall be two years renewable once or more than once.
Article no. 34:A Board of Directors member should: a) Enjoy his/her civil rights. b) Not be a member of a society’s board of directors that was involved in a legal violation which led to the society’s breakup, and that’s before passing five years from the issuance date of the breakup sentence. c) Be a member of the Association for at least six months by election day.
Article no. 35:
It is not allowed to combine the membership of the board with another board membership of another society working in a similar field of the Association, except with a special permission from the Ministry of Social Affairs. And it is not allowed to combine the board membership with a paid job at the Association.
Article no. 36:
The Board of Directors consists of a President, a Vice-President, an Executive Secretary, a Treasurer, and five members where the General Assembly elect the President and the Vice-President, and the board then elects the rest of the positions at the board's first meeting by secret ballot.
The duties and authorities of the board members shall be as follows: a) President:
· Shall be the Association's legal representative towards all parties. · Chairs all meetings of the Board of Directors. ·Chairs all meetings of the General Assembly. ·Signs minutes of meetings, jointly with the Secretary. · Signs cheques, payment vouchers, and financial documents jointly with the Treasurer. ·Manages the Board of Directors and General Assembly. ·Signs members' dismissal decisions. ·Supervises all activities of the Association. ·Decides on urgent matters which may not be delayed, provided that these matters are referred to the Board of Directors for approval at its first meeting.
The Vice-President shall have all powers of the President in the event of the President's absence. The Board of Directors has the right to delegate some permanent, financial, administrative, or technical jurisdictions to the Vice-President.
· Manages the Association's funds, accounts, revenues, and expenditure, and deposits the Association's funds in an accredited bank. · Makes payments approved by payment vouchers signed by the President or the Vice-President and himself/herself. · Controls the collection of membership fees and ensures they are recorded in the relevant books and registers. · Maintains financial documents and financial commitments towards the Association or rights thereto. · Ensures that revenues and expenditure are in accordance with the provisions of financial regulations. · Presents a monthly report to the Board of Directors on the Association's financial position and its revenues and expenditure. · Keeps a certain amount as petty cash in accordance with the Association's financial regulations.
· Shall prepare the agenda for the sessions of the Board of Directors and the General Assembly. · Shall record the minutes of meetings and jointly sign them with the President. ·Shall supervise and maintain all clerical duties, correspondence, files, records, books, documents, and contracts.
Article no. 37:
The Board of Directors may form sub-committees from among its members or others. The board shall determine the number of members of each sub-committee as well as its functions and the rules governing its activities, provided that the results of its studies and researches shall be submitted to the board so that it may decide whatever action deemed fit to be taken in respect thereof.
Article no. 38:
The Board of Directors shall meet once every month on a regular basis. Meetings shall be validly convened if the majority of its members are present. The secretary shall prepare the meeting's agenda and pass it on to the President for approval, and notify members thereof at least one week before the date of convening. Resolutions shall be adopted by the majority of votes of members present, and in the case of an equality of votes, the President outweighs the side he/she takes.
Article no. 39:
The Board of Directors may hold an extra-ordinary meeting in the presence of the absolute majority of all its members at the summons of the President or at the request of at least one-third of the board's members to discuss urgent matters. The meeting shall only discuss the topics included on the agenda. The Ministry of Social Affairs may request for a board meeting if deemed necessary.
Article no. 40:
Membership of the Board of Directors shall be forfeited if a member is absent for three consecutive meetings or six meetings in one year without a justifiable cause. In case of death, resignation, or dismissal of one of its members for any cause, the Board of Directors may fill the vacancy by appointing an alternative member, provided that the new member was the next winning member to the members who received the majority of votes at the last election held by the General Assembly. The term of office of the new member shall complete the remainder of his/her predecessor's term. If the member whose vacancy is desired to be filled has won by recommendation, the board may proceed with its business to the end of the term without appointing a successor, provided that the number of members whose places have become vacant for the aforesaid reasons does not exceed one-third of the total members. Otherwise, the matter should be referred to the General Assembly to elect a member successor or members who have vacated their positions.
Article no. 41:
The Board of Directors shall be dissolved if one-third of its members resign en masse or if the number of members is reduced to less than one half. In these two cases, the General Assembly shall be summoned for an extra-ordinary meeting to elect a new board to complete the term of its predecessor. The Ministry of Social Affairs shall take the necessary procedures to summon the General Assembly within one month from the dissolution of the board.
Article no. 42:The Board of Directors shall maintain the following records at the Association's headquarters: a) A register for recording each member's name, surname, nationality, occupation, date of birth, CPR, and date of his/her acceptance as an Association member. b) A register recording the minutes of the Board of Directors meetings, which should be signed by the President, the Secretary and all members present. c) A register for recording the General Assembly's meetings. d) A revenues and expenditure book. e) A bank account book. f) An imprest book. g) A register of subscription fees. h) A register for recording all the fixed assets owned by the Association including estates and movables. The register should include a brief description of each asset, price of purchase, date of purchase, location and name, title and address of the person who keeps it in his/her custody.
The register shall be updated to reflect any changes occurring to the assets. The Board of Directors may, if necessary, add any other data to the versions referred to, or create new registers and books as appropriate. Each page of the aforesaid books and registers shall be allocated a serial number and stamped with the Association's stamp before use. All books, registers, and files shall be updated regularly.
Article no. 43:
The Board of Director shall appoint a director from its members or others, and shall give him/her permission to act at any matter of the board. The director may be appointed at a fixed wage determined by the board, and in this case the director is considered to be resigned from the board membership, if he/she happens to be a member in it.