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Governance Rules for Non-Profit Associations and Institutions - 1444

Chapter 1

Article 1

  • The following words and phrases - wherever they appear in these regulations - shall have the meanings specified next to each of them:

  • 1- Law: The Law of Associations and Non-Profit Institutions.

  • 2- Center: The National Center for Non-Profit Sector Development.

  • 3- Council: The Board of Directors of the Center.

  • 4- Association: The Non-Profit Association.

  • 5- Board of Directors: The Board of Directors of the Association.

  • 6- Institution: The Non-Profit Institution.

  • 7- Board of Trustees: The Board of Trustees of the Institution.

  • 8- Regulation: The Implementing Regulation of the Law of Associations and Non-Profit Institutions.

  • 9- Bylaws: The Bylaws of the Association or Institution.

  • 10- Rules: The Governance Rules for Associations and Non-Profit Institutions.

  • 11- Leadership Positions: Refers to the position of the Executive Director, and the financial and legal positions.

  • 12- Governance: A set of rules, standards, policies, and procedures that regulate the relationship between the organization, its employees, and stakeholders, to achieve fairness, transparency, credibility, and sustainability.

  • 13- Weighted Voting Method: A voting method that allows members of the association to weight their votes, so that a member has a number of votes equivalent to the total amount they have paid in membership fees and donations, relative to the total membership fees of regular members and donations from supporting members.

  • 14- Cumulative Voting Method: A voting method that allows a member of the association to divide their votes among candidates in elections, provided that a single vote is not given to more than one candidate.

  • 15- Weighted Cumulative Voting Method: A voting method that combines the weighted method and the cumulative method.

Chapter 2: Objectives

  • The purpose of these rules is to:

    • 1- Develop the performance of the association and the institution.

    • 2- Enhance the contribution of individuals in the management of the association and the institution.

    • 3- Motivate supporters and encourage them to contribute to the development of the association and the institution.

    • 4- Develop governance and enhance transparency and declaration in the association and the institution.

    • 5- Improve the efficiency of the performance of the non-profit sector.

Chapter 2: Memberships and Elections

Article 3

  • 1- The association seeks to increase its general assembly members, and membership may be restricted to a specific category under certain conditions, or it may be open to the public.

  • 2- The following conditions must be met for a member of the general assembly:

    • A- The age of the member of the general assembly must not be less than fifteen years.

    • B- There must not be a final judgment against them for a crime that undermines honor or trust, unless their status has been restored.

    • C- Payment of membership fees - if applicable - is required.

    • D- The member must have been a member of the association for at least six months.

    • E- A membership application must be submitted to the association, using the form prepared by the center.

  • 3- The conditions required for a member of the general assembly with legal personality are the same as those for a natural member of the general assembly, except for paragraphs (أ) and (ب) of this article.

Article 4

  • 1- The membership of the General Assembly consists of natural or legal persons, and their membership is categorized as follows:

    • A- Ordinary Member: This is the member who commits to paying the ordinary membership fees as determined by the basic regulation.

    • B- Supporting Member: This is the ordinary member who donates to the association from their own account an amount not less than (100,000) one hundred thousand Saudi Riyals, which is not restricted during the term of the current Board of Directors, at least ten working days before the date of the subsequent elections. If the donation is made after this date, or in the presence of a temporary Board of Directors, the consideration of this donation will be deferred to the first elections held after the date of the donation.

  • 2- Without prejudice to the provisions of membership in the law, regulation, and rules, the association may specify other categories of membership and establish conditions, fees, and privileges specific to these categories in the basic regulation.

Article 5

  • The basic regulation defines the rights of membership categories in the association, which shall not be less than the following rights:

    • 1- The right to attend and vote in the general assembly.

    • 2- The right to receive basic information about the association's activities periodically.

    • 3- The right to review the minutes and financial documents at the association's headquarters.

    • 4- The right to call for an extraordinary general assembly meeting in solidarity with 25% of the members entitled to attend the general assembly.

    • 5- The right to appoint another member in writing to represent him/her at the general assembly, in accordance with the provisions specified in Article Twenty-One of the regulation.

Article 6

  • 1- Subject to the provisions of Article (4) of these rules, the supporting member shall have the rights of an ordinary member, in addition to the right to vote in the elections for the Board of Directors of the association with a number of votes equivalent to the total amount of membership fees and unrestricted donations paid during the term of the current Board of Directors, ten working days prior to the start of the subsequent elections, divided by the value of the ordinary membership fee, for nomination in one election cycle.

  • 2- Voting in the elections for the members of the Board of Directors of the association shall be conducted using the weighted cumulative method.

  • 3- Subject to paragraph (1) of this article, the number of votes for the supporting member shall be calculated according to the following equation:

    • Number of votes for the supporting member = 

  • 4- If the supporting member is a legal entity, it shall be represented in voting and rights by the legal representative of the legal entity appointed by the authorized person in accordance with Article (10) of the regulation.

  • 5- In the absence of supporting members, the ordinary voting method shall be applied, whereby each member has one vote.

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