The Articles of Association

Palestine Governance Institute

Chapter One

General

Article 1:

In the city of Nablus, a charitable organization by the name of Palestine Governance Institute was established in accordance with the law of charitable institutions and non-government organizations # (1) for the year 2000.

Article 2:

Headquarters of the Institute and address are as follows:

Abu Ra'ad building

Omar Ibn Al-Khatab Rd.

Nablus - Palestine

Article 3:

Field of the Institute's work: The economy in its various sectors, with emphasis on commercial firms and private sector institutions.

Geographic Scope: The West Bank, including Jerusalem and Gaza Strip.

Article 4:

The Institute enjoys a legal identity and independent financial liability, and it has the right to own, manage and dispose of movable and non-movable goods.

Article 5:

The Institute is entitled to establish one or more branches in Palestine, upon the approval of the Ministry of Interior and the Ministry of Economy.

Article 6:

Objectives of the Institute:

1. To promote and foster the culture of corporate governance in commercial enterprises, in addition to those government and non-governmental institutions related to the private sector.

2. To develop the legal and regulatory frameworks relating to economic issues, and to improve the performance of the judiciary system in resolving commercial disputes.

3. To study the relations of government institutions with the private sector, and to try to develop those relations in more positive directions serving the public interests, and extending support to individual initiatives.

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4. To raise the awareness of taxpayers in relation to tax laws and policies, in an effort to improve the investment climate on the one hand, and to increase tax revenues on the other.

5. To facilitate the procedures relative to the licensing of the commercial establishments and business practices in Palestine, in accordance with recognized international standards.

6. To conduct field studies on relevant economic issues, and to conduct debates on the results of those studies through workshops comprising representatives of related parties.

Chapter Two

Membership

Article 7:

Membership in the Institute is of a personal nature, and it is non-transferable by proxy or seconding, and cannot be transmitted by inheritance.

Article 8:

Any natural person or legal entity has the right of affiliation to the Institute upon fulfilling the conditions stipulated in the Law.

Article 9:

 The founding members of the Institute are considered members of its board soon after it is recorded in the register of associations at the Ministry of Interior.

 Any entity wishing to join the Institute is required to submit an application of membership to the Board of Directors. The application should include the full name, address, date of birth, occupation, identity number, nationality and a pledge of commitment to the rules and regulations of the Institute's Articles of Association and to the resolutions of its Board of Directors.

 The Board of Directors is authorized to accept or reject any application for membership. In the event of rejection of the application, the applicant may appeal to the Institute's General Assembly at its earliest meeting.

Article 10:

Conditions of Membership:

 The member should be at least 18 years old.

 The member must be clean of any felony or misdemeanor decree issued against him involving moral turpitude or dishonesty.

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Article 11:

The rights and duties of a member:

1. A member of the General Assembly has the right to participate and vote in his personal capacity in all meetings of the General Assembly. Each member is entitled to one vote in each poll, and has the right to vote in the elections for Board of Directors, as well as to nominate himself for board membership.

2. Every member of the Institute has the right to participate in activities of the Institute and benefit from its services.

3. Every member is committed to pay a membership fee as decided by the Board of Directors and ratified by the General Assembly. The fee is five Jordanian Dinars.

4. The expiry of membership in the Institute does not exempt the member from settling all amounts due to the Institute at the time of the termination of his membership.

Types of membership:

1. Active member: is the member who is committed to settle all financial and administrative liabilities, and he has the right of voting and nomination.

2. Supportive member: is the member who provides support to the Institute but does not participate in voting.

3. Honorary member: is the member who is selected to provide certain services to the Institute.

Article 12:

Expiry of membership:

 Membership in the Institute terminates through one of the following causes:

1. Death of a member. And in the case he is a legal entity, this means the liquidation of such entity.

2. Withdrawal from the Institute by submitting a written notice to the Board of Directors, 30 days in advance of such withdrawal.

 Based upon a recommendation on the side of the Board of Directors, the General Assembly has the right to terminate membership in any of the following cases:

1. If the member defaults on his due financial obligations to the Institute.

2. If the member fails to comply with the Articles of Association or execute resolutions made by the General Assembly or by the Board of Directors.

3. If the member's behavior contradicts with the objectives of the Institute.

4. If the member is convicted with a crime involving moral turpitude or dishonesty.

 The Board Directors does not have the authority to suggest to the General Assembly to terminate the services of any member for the reasons mentioned above, until after issuing a written notice to the member and granting him a reasonable time to correct the violation and present his defense before the General Assembly.

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Article 13:

Every invitation, request, warning or notice by the Institute to one of its members must be written and handed to him personally, or sent to him by registered mail to his address, as recorded in the membership register.

Chapter three

Board of Directors

Article 14:

The Institute shall be run by a Board of Directors consisting of (11) members elected by the General Assembly for a period of two years. The first Board of Directors shall be elected by the founding members for a period of one year.

Aelcitr 15:

The Board of Directors shall undertake the following obligations:

1. Management of the Institute's affairs and the formulation of its rules, regulations and internal instructions necessary for the Institute to conduct its business.

2. Appointment of employees required by the Institute, and specifying their duties, and the termination of their services in accordance with the Law.

3. Formation of committees deemed necessary to improve performance and identify the mandate of each committee.

4. Preparation of the final financial statements for the ending year, and the budget for the new year.

5. Presentation of annual financial and administrative reports and other plans or project proposals to the General Assembly.

6. Inviting the General Assembly to ordinary or extraordinary meetings, and executing resolutions taken therein in accordance with the Law and the Articles of Association.

7. Pursuing any comments or enquiries made by the Ministry of Interior and the Ministry of Economy relative to the activities of the Institute, and responding to such comments.

Article 16:

The Board of Directors selects from its members a Chairman, Deputy Chairman, Secretary and Treasurer.

 The Chairman, or his Deputy in case of the former's absence, shall specialize in:

1. Representation of the Institute in front of other stakeholders.

2. Assuming chairmanship of financial affairs committee.

 The Secretary of the Board shall specialize in:

1. Preparation of the agenda of the Board meetings, sending out invitations to meetings to the Board members, and assumption of secretarial functions in

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such meetings, and the preparation of minutes and resolutions and recording them in a special register.

2. Keeping files and registries as stipulated by the Law.

3. Notifying the Ministry of Interior and the Ministry of Economy with a statement on changes in the status of membership in the Institute, within a period not exceeding one week as of the date of such change or amendment.

4. Ensuring the implementation of the resolutions of the Board of Directors.

5. Preparing of the Institute's administrative annual report on its activities and presenting it to the Board of Directors.

6. Preparing of the agenda of the General Assembly and the relevant invitation to members.

7. Supervizing of all administrative work, human resources and acceptance of membership applications.

 The Treasurer of the Institute shall specialize in the following:

1. He is considered to be responsible for all financial affairs of the Institute in accordance with the set procedures and standards.

2. Supervizing the resources and expenditures of the Institute, including all expenditure and deposit receipts at the local bank selectied by the Board of Directors.

3. Recording of all revenues and expenditures concurrently in the respective books; hence he is responsible for the organization and supervision of the financial affairs and reporting thereof to the Board of Directors.

4. Supervizing of the physical inventory register and the presentation of a report on the results to the Board of Directors.

5. The disbursement of all legally approved amounts and the holding of documentary evidence with regard to the authenticity, control and safekeeping of such documents.

6. Review of the financial statements of the Institute, the inspection of financial documents before disbursement and the approval and safekeeping of such documents.

7. Executing of the Board of Directors resolutions concerning financial transactions, conditional upon such transactions being in compliance with the budget.

8. Preparing of the following year budget in participation with the Secretary, and presenting it to the Board of Directors.

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9. Signing of cheques and financial papers jointly with the Chairman of the Board of Directors.

10. Studying and responding to the incoming remarks from the Ministry of Interior and the Ministry of Economy.

Article 17:

 The Board meets at least once every three months upon an invitation by the Chairman of the Board or his Deputy or the majority of members of the Board. The meeting will be valid only if attended by two thirds of its members. Resolutions are be taken by absolute majority of the votes (50%+1), and in case of a tie, the proposed issue will be deemed unacceptable.

 The Board of Directors will be able to convene exceptionally if deemed necessary, and upon the invitation of the Chairman, or his Deputy or two thirds of its members.

Article 18:

 A Board member may submit his resignation at any time by way of a written notice to the Board of Directors. The Board of Directors should look into the resignation notice within a period not exceeding one month from the date of its presentation date. In case the Board of Directors does not respond to the resignation notice, the resignation is considered accepted.

 The functions of a Board Member shall cease if that member becomes ineligible, or if he files for bankruptcy.

Article 19:

 If the position of a Board member becomes vacant due to resignation or death or incapability to perform tasks for whatever reason, and if the number of the Board members is 7 or more, then the remaining members should select another member from among them to occupy that position.

 If the number of Board members becomes less than 7 due to resignation, death or any other reason, the remaining Board members (in their capacity as a temporary committee) should operate as a Board for a maximum period of one month, during which the General Assembly shall be invited to convene in order to select a new Board.

 A Board member is committed to pursuing the Institute's interests within its scope of policies, and in accordance with the Law of charitable institutions and non-governmental organizations number (1) for the year 2000.

 The General Assembly is authorized to terminate the services of any Board member at any time upon the suggestion of the Board of Directors.

 If the Board of Directors is unable to convene due to resignation or death, the remaining Board members shall take over the tasks of the Board for a period not

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exceeding one month in order to invite the General Assembly to convene for the purpose of electing a new Board.

 The former Board of Directors is considered liable to the General Assembly and other stakeholders for all financial measures promulgated during its term.

Article 20:

If the Board of Directors submits a collective resignation, or if the temporary committee was rendered unable to perform its tasks as described in item 1 under Article 19, then the Minister of Interior shall appoint a temporary committee from the General Assembly in lieu of the Board of Directors. The duration of this committee shall be one month, during which it is required to invite the General Assembly for the purpose of electing a new Board.

Article 21:

The Board of Directors is committed to the following:

A) Organizing the following records:

1. Incoming and outgoing correspondence register.

2. The Articles of Association register, which includes the names of Board members in every election cycle and the date of their election.

3. Name register for members of the Institute, including ID numbers, age, membership date, occupation and nationality.

4. Minutes register in consecutive order for all meetings of the Board of Directors and the General Assembly.

5. Cash and in-kind revenue register including detailed expenditures in accordance with adopted financial principles.

6. The Board of Directors must keep minutes of its meetings and resolutions.

B) The Board of Directors must stamp the registers mentioned in Article 21 (item A) by the Department of Civil Society Organizations (at the Ministry of Interior) before using them.

C) The Board of Directors must keep the registers mentioned in item (A) of Article 21 and it is not allowed to dispose of them during the Institute's lifecycle. Such registers should be handed over to the Ministry of Economy upon the dissolution of the Institute and they should be presented to the Ministry of Economy at any time upon its request.

Article 22:

The Chairman of the Board of Directors or his deputy shall sign jointly on all cheques, bonds, and financial documents which relate to the Institute.

Article 23:

The Board of Directors is not permitted to include in its membership two or more members who are relatives from the first or second degree. 8

Article 24:

It is not permissible to employ a Board member at the Institute against a wage.

Article 25:

It is not permissible for a Board member to perform any activity on behalf of the Institute or in its favor in which he has a personal interest.

Chapter Four

The General Assembly

Article 26:

The General Assembly shall be composed of all members upon acceptance of their membership in the Institute, and the settlement of their financial obligations to the Institute, in accordance with its Articles of Association.

Article 27:

Invitation to the General Assembly convention:

1. The General Assembly convenes at PGI's headquarters, but it can also convene at any other place specified in the invitation letter to which the agenda of the meeting should be attached. The convention shall take place at least once a year.

2. The General Assembly convenes by way of a written invitation to each of its members who have the right to attend. The invitation should specify the place, the date and the business agenda, ten days prior to the convention.

3. The invitation to the General Assembly's ordinary and non-ordinary meetings shall be made upon the request of:

 The absolute majority of the members of the Board of Directors.

 A request submitted by a minimum of one third of the General Assembly members.

 If the General Assembly is not called to convene in accordance with the first and second paragraphs under item 3 of Article 27, then the Minister of Interior may invite the General Assembly to convene or appoint someone else to do that.

Article 28:

The Board of Directors specifies the date, place and the business agenda for the General Assembly's ordinary and non-ordinary meetings.

Article 29:

In its ordinary meeting, the General Assembly discusses the following topics without having to mention them in the invitation letter:

1. The Board of Directors' report on the activities of the Institute (for ratification).

2. The financial report presented by the Board of Directors (for ratification).

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3. The external auditor's report on the financial position of the Institute (for ratification).

4. Appointment of the external auditor.

5. Election of a new Board of Directors.

6. Any other developments relating to the activities of the Institute and the General Assembly, including the formulation of policies and broad directives to the Institute.

Article 30:

The General Assembly discusses in its non-ordinary meetings the following:

1. Introducing amendments on the Institute's Articles of Association.

2. Removal of board members and the withdrawal of confidence from them.

3. Liquidation of the Institute and the methods to be used in disposing of its financial resources and other assets.

4. The union or merger of the Institute with other charitable organizations.

Article 31:

1. The General Assembly may not convene unless three the absolute majority of its members are present (50%+1). If such a quorum is reached, the General Assembly may continue its deliberations and decision-making, as per the Law of Charitable Institutions and Non-government Organizations # (1) for the year 2000.

2. If the mentioned quorum is not arrived at in half an hour from the date specified in the invitation letter, the meeting shall adjourn for 15 days, and it will be convened at the same time and place, without the need for sending re-invitation letters. In this postponed meeting, the attending members may deliberate and take decisions regardless of their number, provided that their number is not less than one third of the Institute's members.

Article 32:

The meetings of the General Assembly shall convene by way of personal presence of the members and not by way of their representatives.

Article 33:

The Chairman of the Board of Directors or his Deputy or the oldest of the Board members shall preside over the General Assembly meetings.

Article 34:

1. The resolutions of the General Assembly shall be taken by the absolute majority votes of its members.

2. Two thirds majority is required for resolutions on the following topics:

 Dissolution of the Institute.

 Amendment of the articles of association concerning the objectives of the Institute.

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 Cancellation of membership of Board members or withdrawal of confidence from them.

 Merger of the Institute with another charitable organization.

3. The resolutions of the General Assembly shall be taken by absolute majority of the attending members, except for the topics mentioned in paragraph (1) and (2) under Article 34.

Article 35:

In the meetings of the General Assembly, minutes of every meeting shall be recorded by the Secretary and signed jointly with the Chairman of the Board of Directors. Henceforth, the minutes shall constitute principal legal basis for the meeting of the General Assembly and the resolutions taken therein.

Article 36:

The Board of Directors must notify the Ministry of Interior and the Ministry of Economy by way of written notification about the date, place of the General Assembly's ordinary and non-ordinary meetings, along with the business agenda, at least one month prior to their convening dates.

Chapter Five

Financial Resources of the Institute

Article 37:

The Institute's financial resources are composed of:

1. Membership fees amounting to 5 Jordanian Dinars annually.

2. Donations, grants and unconditional aid against receipt vouchers (accredited by the Ministry of Interior).

3. Revenues from the Institute's activities which are deemed legally permissible.

Article 38:

The Institute shall have an annual budget commencing on January 1st of every year, and ending on Dec. 31 of the same year. Any budget in excess of 1000 Jordanian Dinars or its legal local equivalent shall be subject to audit by a legal auditor. In both cases, the auditor shall present a report on the financial position of the Institute for the preceding year to the General Assembly in its annual meeting for ratification.

Article 39:

 The Institute shall deposit its cash monies at a local bank or banks, and shall inform the Ministry of Economy and the Ministry of Interior within one week of such action.

 The Institute's Treasurer is not permitted to hold cash balances in excess of one month expenditure at the Institute treasury.

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 The Institute must make available to the legal auditor all financial accounts, minutes of meetings and resolutions made in those meetings, and receipt and expense vouchers.

Article 40:

All monies of the Institute are assigned to achieve its objectives. It is not permitted to expend any amount for any other purpose.

Article 41:

The Institute must provide the Ministry of Economy and the Ministry of Interior with its financial books and financial statements within four months of the ending year.

Chapter Six

Dciistllcsi the Institute

Article 42:

 If the Institute does not achieve its objectives or was unable to do so, the Board of Directors or one third of the members of the General Assembly, has the right to request a non-ordinary meeting for the purpose of dissolving the Institute.

 The closure decision will be proper only if the meeting was attended by two thirds of the members of the General Assembly and a decision taken therein.

 If after the dissolution of the Institute and settlement of all its obligations there remains any monies, then such monies shall be reassigned to a similar organization with similar objectives operating in Palestine.

Article 43:

The Ministry of Interior is entitled to dissolve the Institute in the following circumstances:

1. If the Institute does not commence work within one year of its registration.

2. If the Institute materially violates its articles of association and does not correct its status within a period not exceeding three months from the date of a written notification of such violations.

3. If the Institute utilized its monies in an unauthorized manner.

4. If the Institute provides the Ministry of Interior or any other official entity with incorrect information or data.

5. If the Institute breaches any Article of the Law or public order and morals.

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Chapter 7

General provisions

Article 44:

By approval of two thirds of its members, the Institute is entitled to unite or merge with another organization or association, in accordance with the Law.

Article 45:

The Institute is entitled to form specialized working committees in order to achieve its objectives.

Article 46:

The Institute is prohibited from conducting political activities and the establishment of secretive associations.

Article 47:

The Institute is prohibited from conducting its activities until it is officially registered at the Ministry of Interior.

Article 48:

The founders named hereunder were elected members of the first Board of Directors for a period of one year:

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