Part I
Miscellaneous
(1)
A society under the name of "Bahrain Society forStrategic Planning" has been incorporated in Bahrain under Law ofSocieties, Social and Cultural Clubs, Private Organizations Working in theField of Youth and Sports and Private Institutions promulgated by the Decreeissuing Law No. 21/1989.
(2)
The Society shall be registered at the Ministry of Laborand Social Affairs according to Ministerial Resolution No. 2/1990 of regulatingthe registration of societies, social and cultural clubs, which are subject tothe supervision of the Ministry of Labor and Social Affairs. The judicialpersonality of the Society shall be established as of the date of publishingits registration in the official gazette.
(3)
The headquarters of the Society is located in Manama, the Kingdomof Bahrain.
(4)
The Society shall be legally represented by its Chairman orhis representative by the authority of a decision issued by the Board ofDirectors.
(5)
The Society may not engage in politics and financialspeculations. Further, the Society shall have due observance to the publicorder and morals and shall, in all its activities, abide by keeping theintegrity of the state, its social order or the government status.
(6)
The Society's name, its headquarters address, registrationnumber, work scope and logo- if any- shall be stated in all its books,registers and publications.
(7)
The Society may be a member of, participate in or join asociety, body, club or association, whose headquarters is overseas, only afterobtaining a prior permission for so from the Ministry of Labor and SocialAffairs.
Part II
The Society's Objectives, Means of Accomplishment thereofand its Activity Scope
(8)
The Society has the following objectives:
A. Encouraging theinstitutions of all types to adopt the strategic planning approach to be like abase and main foundation of work.
B. Spreading the awareness ofthe importance of strategic planning in public and private sectors and civilsociety institutions.
C. Organizing conferences,training courses, workshops and forums in the strategic planning field.
D. Adopting and encouragingdoing studies and researches related to strategic planning.
E. Working on establishingdatabase for supporting institutions.
F. Cooperation andcoordination with world and regional bodies and organizations specialized instrategic planning.
(9)
A. The Society shall achieveits objectives by the following means:
B. Organizing differentcultural activities, to achieve the awareness role assumed by strategicplanning.
C. Organizing differenttraining courses in the strategic planning field.
D. Publishing and preparingspecialized circulars on strategic planning and bulletins related to theSociety.
E. Contributing to preparationof strategic researches and plans and expressing opinions.
F. Building cooperationbridges and mechanisms for benefiting from institutions and societies, whichhave wide experience in the strategic planning field.
(10)
The Society's activity scope shall include cultural andtechnical fields related to strategic planning.
Part III
Membership
(11)
The Society's member shall satisfy the following conditions:
1. The member shall be holderof a bachelor degree or its equivalent of other academic degrees orprofessional experience.
2. The member shall not beless than 21 years of age.
3. The member shall enjoy his/her civil rights.
(12)
Whoever is desirous of being a member of the Society shallsubmit a request to the Secretary of the Board of Directors according to theform prepared for this purpose.
The Secretary of the Board of Directors shall refer themembership request to the Board of Directors in its first following meeting, todecide whether to approve or deny it during one month as of the date of itssubmittal.
(13)
A written notice of the Board of Directors' decision,either of the approval or denial, shall be sent to the applicant within twoweeks as of the date of the decision issuance, and in case of denial, suchnotice shall be attached with the reasons.
(14)
Any member desirous of resigning his/her membership of theSociety shall submit a written request to the Secretary of the Board ofDirectors, attached with the reasons for resignation.
The Secretary shall refer the request to the Board ofDirectors within one month of submitting the same, to consider the reasons forthe member's resignation and convince him/her of renouncing his/her decision bygranting him1-month grace as of presenting the request to the Board ofDirectors to reconsider this decision. If the member does not cancel his/ herrequest within this term, the resignation shall be deemed accepted.
The resigned member shall pay all the subscriptions payablethereon and any other financial liabilities payable to the Society.
(15)
The Board of Directors is entitled to dismiss the memberfrom the Society, after hearing the member's point of view, if the member:
1. Violates the memorandum ofassociation or the bylaws of the Society.
2. Violates the legitimatedecisions of the General Assembly or the Board of Directors.
3. Embezzles the Society'sfunds, wastes its custody, or forges its stamps, correspondences or papers.
4. Unrightfully defames orslanders the Society, its works, or Board of Directors.
5. Refrains from payinghis/her subscription without a sufficient cause, although a written notice ofmaturity is sent thereto.
6. Has been convicted in acriminal offence involving a breach of honor or public trust, unlessrehabilitated.
The member shall be dismissed only by the approval of twothirds of the Board of Directors. The member shall be notified of the Board ofDirectors' decision within two weeks of its issuance. The Secretary of theBoard of Directors shall notify the member of the General Assembly's decisionwithin two weeks as of its issuance.
(16)
The dismissed member may bring a complaint against thedecision of his/her dismissal before the Ordinary or Extraordinary GeneralAssembly in its first meeting after the issuance of the dismissal decision. TheGeneral Assembly's decision shall be final.
The Secretary of the Board of Directors shall notify themember of the General Assembly's decision within two weeks of its issuance.
(17)
The membership shall be terminated in the following cases:
1. Death.
2. Missing any of the Societymembership conditions.
3. Missing any of themembership conditions described in Article No. (11) of this memorandum ofassociation.
4. Dismissal from the Society.
(18)
The Society member shall:
1. Abide by the memorandum ofassociation and bylaws of the Society and the decisions issued by the GeneralAssembly and the Board of Directors.
2. Pay membership andsubscription fees as determined by the financial regulations.
3. Endeavor to achieve theSociety's objectives by participating in its programs and activities.
(19)
The Society member is entitled to:
1. Attend the GeneralAssembly's meetings and discuss the issues listed on their agendas and votethereon.
2. Obtain the Societymembership card indicating his/her name, profession, address, the year and dateof holding membership, his/her membership number, health number enrolled in thecentral population registry card and any other data.
3. Obtain a copy of theMemorandum of Association of the Society.
4. Benefit from the facilitiesprovided by the Society to its members professionally and socially.
5. Obtain the bulletins orpublications issued by the Society.
6. Access the registers,documents and correspondences of the Society at the times allocated by theBoard of Directors at the Society headquarters in attendance of the employeehaving custody thereof.
Part IV
The General Assembly
(20)
The General Assembly is the supreme authority in developingthe Society's policy and monitoring its application. The General Assembly'sdecisions shall apply to all its agencies, committees and members.
(21)
The General Assembly consists of all the working members,who fulfilled their obligations according to the Memorandum of Association ofthe Society, who spent at least six months in their membership excluding thefirst meeting of the Society.
(22)
The General Assembly shall convene its ordinary meetingonce a year within the first three months from the end of the fiscal year atthe headquarters of the Society under the chairmanship of the Society Chairmanor his Deputy.
The Board of Directors may call the General Assembly toconvene at another place.
The Board of Directors shall determine the date and placeof the General Assembly's meeting and the agenda and shall notify the membersthereof two weeks at least before the date of the meeting.
The General Assembly may discuss issues that are not on theagenda only after obtaining the approval of the absolute majority of theGeneral Assembly members.
(23)
A meeting of the board of directors shall be valid only ifattended by the majority of its members. If the quorum is not fulfilled, themeeting shall be postponed to be held within a period of 15 days as of the dateof the first meeting. The second meetingshall be valid, if attended by one third of the General Assembly members. Ifthe quorum is not fulfilled, the meeting shall be held after 7 days and themeeting in this case shall be valid, if ten percent of the members attend inperson.
If the quorum is fulfilled, the validity of the decisionstaken shall not be affected by the withdrawal of less than half of theattending members upon the beginning of the meeting.
(24)
The General Assembly extraordinary meeting may be convenedupon:
1. A summons from the Board ofDirectors.
2. A written request submittedto the Board of Directors by not less than one third of members, who have theright to attend the General Assembly meetings.
3. A summons from the Ministryof Labor and Social Affairs.
A summons for meeting shall indicate the issues on theagenda of the General Assembly meeting and the purpose of convening it.
Procedures applicable to the General Assembly ordinarymeetings shall be applicable to the extraordinary meetings as well in terms ofdetermining the date and place and the validity of the meeting and etc.
(25)
The Ministry of Labor and Social Affairs shall be given anotice of each meeting of the General Assembly fifteen days at least prior tothe meeting. Further, a copy of the summons, issues on the agenda and thedocuments attached thereto shall be sent to the Ministry. The Ministry has thepower to delegate whoever it finds fit to attend the meeting.
In addition, a copy of the minutes of meeting of theGeneral Assembly must be sent to the Ministry within fifteen days as of thedate of the meeting. The minutes of meeting must include all decisions taken.
(26)
The decisions of the General Assembly shall be passed by themajority of the attending members. However, the decisions related to membersdismissal, amendment of the memorandum of association of the Society,determination of its liquidation, removal of members of the Board of Directorsand merger of the Society with other societies, partitioning it or establishingbranches thereof shall not be valid unless voted for by a majority of twothirds of the General Assembly members.
(27)
A Society member may delegate one of his fellow members torepresent him in attending the General Assembly meeting.
No member is permitted to act as a proxy for more than onemember and the delegation must be specific, documented in writing and approvedby the Board of Directors.
The delegation shall not include representing thedelegating member in voting on election or removal of all or some members ofthe Board of Directors.
(28)
A Society member may not take part, for his own favor or onbehalf of the member he/she is representing, according to the previous article,in the discussions of the General Assembly. Moreover, a Society member shallnot vote on a matter referred thereto, if he/she has a personal interest in thematter subject to discussion or decision-taking.
(29)
The ordinary meeting of the General Assembly shall becompetent with:
1. Examining reports andsuggestions submitted by the Board of Directors or Committees and taking votesthereon if necessary.
2. Discussing the draft budgetof the coming fiscal year of the Society and taking votes thereon.
3. Discussing the closingaccount of the Society's revenues and expenses and taking votes thereon.
4. Examining the Board ofDirectors' report on the works for the ended year.
5. Appointing an auditor andexamine his report on the Society's closing account, with due observance toArticle No. (49) hereof.
6. Electing members of theBoard of Directors for the first time instead of members, whose membership isterminated or expired.
7. Handling other issues,which the Board of Directors find necessary to be listed on the agenda.
(30)
The extraordinary meeting of the General Assembly shall becompetent with:
1. Amendment of the memorandumof association of the Society.
2. Merging the Society withother societies working for fulfilling a similar purpose, partitioning it orestablishing branches thereof.
3. Removing some or allmembers of the Board of Directors.
4. Willingly liquidating theSociety.
5. Handling other issuesdetermined by the entity calling for convening the General Assemblyextraordinary meeting.
Part V
Board of Directors
(31)
The Board of Directors is the executive authority of theSociety. It shall implement the policy developed by the General Assembly andthe decisions issued by it for realizing the legitimate objectives of theSociety.
The Board of Directors shall manage the Society's affairs.For this purpose, it shall be empowered to do any work except for the works,whose implementation must be approved in advance by the General Assembly asdescribed herein.
The Board of Directors in particular shall:
1. Prepare the generalframework of the general policy pursued by the Society.
2. Prepare plans and programsachieving the Society's objectives.
3. Develop special regulationsfor the Society based on its memorandum of association.
4. Examine the reportspresented by the committees formed in the Society and the suggestions of theSociety members and take the right decisions thereon.
5. Prepare the draft annualbalance sheet and closing account of the Society.
6. Prepare the annual reporton the Society's activity.
7. Form the committeesnecessary for achieving the Society's objectives and encourage the members tojoin such committees.
8. Prepare and distributebulletins, manuals and studies necessary for achieving the Society's objectives.
(32)
The Board of Directors shall consist of 9 members, to beelected by the General Assembly out of its members for two renewable years, bydirect secret ballot, provided that the membership term of the Chairman or themember shall not exceed two consecutive periods with adopting the by-electionssystem by electing four members annually.
(33)
The Member of the Board of Directors must:
1. Be Bahraini.
2. Enjoy his/her civil rights.
3. Not be a member of theboard of directors of any society, who have been convicted of violations thatled to its liquidation, before the lapse of five years as of issuing thedecision of the society liquidation.
4. Spent six months at leastin his/ her membership in the Society.
(34)
It is not permitted to combine the membership of theSociety Board of Directors and membership of the board of directors of anyother society carrying out similar activity, without taking a specialpermission from the Ministry of Labor and Social Affairs. Further, it is notpermitted to combine the membership of the Board of Directors and paid work atthe Society.
(35)
The Board of Directors shall consist of the chairman, thedeputy-chairman, the secretary, the treasurer and five members, as the GeneralAssembly elects the chairman and deputy-chairman and the Board of Directorselects the remaining posts in its first meeting by secret ballot. Thecompetences of every one of them shall be as follows:
The Chairman:
Is the legal representative of the Society before thirdparties and shall be competent with the chairmanship and management of themeetings of the Board of Directors and the General Assembly, signing itsminutes of meetings with the Secretary, signing checks and all treasury bondsand financial documents with the treasurer and signing decisions of members'dismissal.
Moreover, the Chairman shall be competent with supervisionof the Society works and issuing decisions on summary matters, which cannot bedelayed, provided that the same shall be referred to the Board of Directors inits first meeting.
The Deputy- Chairman
Shall have the Chairman's competences in case of hisabsence. The Board of Directors is entitled to delegate some financial,administrative or permanent technical competencies to the deputy-chairman.
Treasurer
Shall manage the Society's funds, keep its accounts,revenues and expenses, deposit its funds at a certified bank and make paymentsdetermined to be paid by notes jointly signed by him and by the Chairman. TheTreasurer shall monitor collection and enrollment of subscriptions in the booksand registers and keep the financial documents, which result in charging theSociety with a financial liability or establishing a right thereto, with dueobservance to the conformity of revenues and expenses to the provisions of thefinancial regulations. Accordingly, the Treasurer shall submit a monthly reportto the Board of Directors on the financial standing of revenues and expensesand can keep an amount for necessary out-of-pocket expenses according to theSociety's financial regulations.
The Secretary
Shall prepare the agenda for the meetings of the Board ofDirectors and General Assemblies and document their minutes of meetings andsign the same with the Chairman. The Secretary shall supervise all writtenworks, correspondences, files, registers, books, papers and contracts.
(36)
The Board of Directors may form sub-committees from amongstits members or others, and shall specify the number of members for eachsub-committee, its competencies and shall set a system for its works, providedthat the result of such sub-committees' studies and researches shall bereferred to the Board of Directors to pass the decisions it finds necessarythereon.
(37)
The Board of Directors shall periodically convene once amonth within the year and its meetings shall be deemed valid if attended by themajority of its members. The Board Secretary shall prepare the agenda for themeetings of the Board of Directors and shall refer it to the Chairman to decidewhat he deems appropriate thereon. Then, the Secretary shall notify the membersthereof one week at least prior to the meeting.
The decisions of the Board of Directors shall be issued bya majority of the attending votes. In the event of a tie, the Chairman shallhave a casting vote.
(38)
The Board of Directors may extraordinarily convene upon acall by the Chairman or a request by one third of the members of the Board ofDirector at least to consider contingencies. This meeting shall be limited todiscuss the subjects listed on its agenda. The Ministry of Labor and SocialAffairs may ask for convening a meeting of the Board of Directors, whenevernecessary.
(39)
A member shall be deemed to have resigned from the Board ofDirectors, if he/she did not attend its meetings for three consecutive times orsix times within one year without expressing a sufficient cause.
In case of death, resignation, dismissal of any member ofthe Board of Directors, or vacancy of his/her position for any reason, he/sheshall be replaced by the member, who gained the majority of votes of themembers of the Board of Directors in the elections held to determine themembers of the Board of Directors. The term of the new member shall be completingto his precedent's period until the end of the term.
If the member, whose place is required to be occupied, wonby acclamation, the Board of Directors may maintain its works until the end ofits term without appointing a successor thereof, provided that the number ofmembers, whose places became vacant because of the above mentioned reasons,shall not exceed one third of the members of the Board of Directors; otherwise,the matter shall be referred to the General Assembly, to elect a successor forthe member or members, whose place became vacant.
(40)
The Board of Directors shall be dissolved if one third ofits members at least resign at once or if the remaining members become lessthan half the members of the Board of Directors.
In these two cases, the matter shall be referred to theGeneral Assembly in an extraordinary meeting, to elect a new board ofdirectors, whose term shall be complementary to the former board's term.
The Ministry of Labor and Social Affairs shall takenecessary actions to call the General Assembly for meeting within one month asof the board liquidation.
(41)
The Board of Directors shall keep at the Society'sheadquarters the following records and books:
1. A register of members, inwhich the name of each member, his/her title, nationality, profession, date ofbirth, date of acceptance of membership, personal number enrolled in thecentral population registry card.
2. A register of the minutesof meetings of the Board of Directors, which must be signed by the Chairman,the Secretary and all the attending members.
3. A register of the minutesof meetings of the General Assembly.
4. A book of revenues andexpenditure.
5. A bank account book.
6. An imprest account book.
7. A book of subscriptions.
8. A register of all realestates or movables and other permanent trusts owned by the Society, providedthat such register shall include a brief description of each of them, itspurchase price and date, its place, the name of the person having custody ofthe same, his capacity and address. Any change in their status shall bedocumented in this register.
The Board of Directors, whenever necessary, may add otherdata to the data stated in the mentioned forms.
The Board of Director may establish other registers andbooks for the purpose of proper work progress. Before the coming into force ofthe mentioned registers and books, each page thereof must have serial numbersand stamped with the seal of the Society. All registers, books and files mustbe promptly complete.
(42)
The Board of Directors may appoint a manager from itsexisting members or non-members and empowers him/her to act in any of the Boardof Directors' affairs. The manager may be appointed in return for a salarydetermined by the Board, and in this case the manager shall be deemed to haveresigned from the Board membership, if he/she is a member.
Part VI
The Society's Finance
(43)
The Society's revenues consist of:
1. Membership fee paid by themember upon registration or re-registration.
2. Members' subscriptions.
3. Grants and donationslicensed by the Ministry of Labor and Social Affairs.
4. Revenues from courses,conferences and different activities.
5. Profits and interestsresultant from investing its funds within the limits of the applicable laws.
(44)
The Society may not receive money from a foreign person orentity or send any of the above-mentioned items to persons or organizationsabroad without obtaining a permission from the Ministry of Labor and SocialAffairs, except for the amounts of the price of books, bulletins, operationaland technical registers.
(45)
The Society's fiscal year shall begin on the first ofJanuary and end on 31 December of each year.
(46)
The Chairman and members of the Board of Directors shall beheld accountable, each within his respective field of competence, for theSociety's funds and any disposal thereof, which may contravene the provisionsof the memorandum of association and bylaws of the Society and the GeneralAssembly's decisions.
(47)
The Board of Directors shall develop financial regulationsgoverning the financial affairs of the Society, especially the ways and meanswhereby funds are spent and deposited. Such regulations shall also determinethe membership and subscription fees and the amount that the Treasurer shallmaintain as an imprest, to spend out of it in contingencies as well as otherdata.
The financial regulations shall take effect only afterapproving it by the General Assembly.
(48)
The Board of Directors shall refer the closing accountapproved by all its members to the General Assembly to take votes thereon andendorse it.
If the account expenditure or the Society's revenues exceedten thousand Dinars, the Board of Directors shall refer the closing account toa chartered public accounting office, attached with the supporting documents,to be examined and submit a report thereon one month at least prior to theannual meeting of the General Assembly.
The Board of Directors shall present the next budget draftto the General Assembly to take votes thereon.
A copy of the closing account, the balance sheet and thereports of the auditor and the Board of Directors shall be attached with thesummonses served to the members who have the right to attend the GeneralAssembly's meetings. Such papers must be displayed in a visible place at theSociety's headquarters fifteen days at least prior to convening the GeneralAssembly and shall remain so until approved.
(49)
The Society's cash funds shall be deposited in the name,under which the Society has been registered, at a certified bank. A notice tothis effect shall be sent to the Ministry of Labor and Social affairs. In caseof changing the bank, the Ministry of Labor and Social Affairs shall benotified within one week as of the date of such change.
Any amount may be withdrawn from the bank, only if thecheck is signed by the Chairman, the Treasurer or their representatives by theauthority of a decision issued by the Board of Directors.
(50)
No amount of the Society's funds shall be disbursed withouta decision issued by the Board of Directors, within the limits of the Society'spurposes according to the terms and conditions described in this memorandum ofassociation and the financial regulations.
In Contingencies, amounts may be disbursed according to theChairman's order without a prior approval from the Board, provided that suchcase shall be referred to the Board in its subsequent first meeting supportedby reasons and disbursement documents.
(51)
The Society's in-kind and cash funds includingsubscriptions, donations, grants and etc. are the Society's property and nomember of the Society, or any person, whose membership is terminated for anyreason or their successors, shall have any entitlement thereto.
(52)
The General Assembly shall select an auditor out of thosenominated by the Board of Directors with due observance to Article No. (50)hereof. The General Assembly shall determine the auditor's remuneration. However,in the first year of the Society, the auditor shall be selected by the membersin their first meeting held like a general assembly.
Part VII
Merger, Partitioning, Establishing Branches ofthe Society or Dissolving it
(53)
The General Assembly may decide to merge the Society withanother society(ies) working for fulfilling a similar purpose, partition it orestablish branches thereof according to Article No. (50) hereof.
The General Assembly's decision of the merger or partitioningof the Society or establishing branches thereof shall be enforceable only afterregistering it in the registry prepared for this purpose at the Ministry ofLabor and Social Affairs and publishing it in the official gazette.
(54)
The Society may be willingly dissolved according toArticles Nos. (27) and (31) hereof, if it turned out that the Society is unableto achieve the purposes, for which it was established, or if the number of theSociety members dropped to a percentage that will not allow the Society tocontinue its activity or for other reasons.
The General Assembly's decision of willingly dissolving theSociety shall be deemed enforceable only after registering it in the registryprepared for this purpose at the Ministry of Labor and Social Affairs.
(55)
Members of the Society, which has been dissolved, personsin charge of administering it and its employees are prohibited from maintainingits activity or disposing of its properties once they know of its dissolution.
Everyone is prohibited from participating in the Society'sactivity after publishing the dissolution decision in the official gazette.
(56)
If the Society is dissolved, the Ministry of Labor andSocial Affairs shall appoint a liquidator for a period in return forremuneration.
Administrators of the Society shall provide the liquidatorwith all documents and registers of the Society when requested. Administratorsof the Society, the bank, at which the Society's funds are deposited and itsdebtors are prohibited from taking any action in the Society's affairs orrights without a written order by the liquidator.
(57)
1. After completing theliquidation, the liquidator shall distribute the remaining amounts over thesocieties working in the field of the Society. If distributing the funds isimpossible, the Ministry of Labor and Social Affairs shall determine the socialbodies, it deems appropriate for remitting thereto the Society's funds.
Part VIII
Final Provisions
(58)
The General Assembly's decision of amending the Society'sMemorandum of Association shall be enforceable only after registering it in theregistry prepared for this purpose at the Ministry of Labor and Social Affairsand publishing it in the official gazette.
(59)
The Society may appoint full-time or part-time employees atthe Society's headquarters and shall give them their wages or remunerationsaccording to the decision of the Board of Directors within the limits set bythe financial regulations for the Society according to the Labor Law forPrivate Sector promulgated by the Decree issuing Law No. 23/1976 and theamendments thereof.
(60)
In case of any obscurity or ambiguity in interpreting anyprovision described in this Memorandum of Association, the Board of Directorsshall return to the Ministry of Labor and Social Affairs for construction andclarification.
