Internal Regulations
Bylaws of the Hadhramout Foundation for Cancer Control
Part One:
Chapter One:
Name and Definitions:
Article (1): This bylaw shall be called the “Bylaws of the Hadhramout Foundation for Cancer Control”
Article (2): Pursuant to the provisions of Law No. (1) of 2001 on Associations and Civil Institutions, and in accordance with the provisions of this bylaw, a non-governmental civil institution shall be established under the name “Hadhramout Foundation for Cancer Control.” It shall have a legal personality and an independent financial status. It shall engage in activities (health, scientific, social, and charitable), and its activities shall not seek commercial gain or profit.
Article (3): The Foundation shall have its main headquarters in Mukalla, Hadhramout Governorate, and may open branches or offices in all governorates of the Republic by decision of the founders and under the supervision of the specialized administrative authority.
Article (4): The following terms and expressions shall have the meanings indicated next to each of them unless the context indicates otherwise:
1) Republic: The Republic of Yemen.
2) Law: Law No. (1) of 2001 on Civil Society Associations and Institutions.
3) Executive Regulations: The executive regulations of the law issued by Cabinet Resolution No. (129) of 2004.
Chapter Two:
Objectives:
Article (5): The Foundation works to embody the meanings of benevolence, compassion, integration, and cooperation in charitable and charitable work, in coordination with the relevant authorities, to achieve the following objectives:
– Combating and eradicating cancerous diseases and tumors.
– Providing financial and technical capabilities for diagnosis and treatment of patients, and caring for individuals, communities, and poor families unable to bear the costs and burdens of treating these diseases.
– Deepening the spirit of solidarity, cooperation, and love among society, thus enhancing official and popular efforts to support its programs aimed at eliminating cancerous diseases and tumors.
– Raising community awareness of the consequences of cancer.
– Finding therapeutic solutions capable of combating cancer.
– Seeking domestic and international funding sources to support the Foundation’s cancer-fighting programs.
– Attracting and qualifying qualified individuals with appropriate academic qualifications, both in the field of cancer and charitable work, as volunteers for the Foundation.
– Working to establish specialized centers for the treatment of cancer patients and regulating the duties and responsibilities of these centers.
– Contributing to investment projects that benefit cancer patients.
The Organizational Structure of the Foundation
Article (6): The organizational structure of the Foundation consists of:
- The Founders.
- The Board of Trustees.
- The Executive Board and Executive Committees.
Chapter One
Founders
Article (7): The founders are the highest authority in the Foundation and consist of all founding members, signatories to the Articles of Association, and contributors to the Foundation’s paid-up capital upon establishment.
Article (8): The founders shall have the following duties and powers:
§ Approving the Foundation’s general policies and bylaws.
§ Approving the reports of the Board of Trustees and approving the annual plans.
§ Reviewing the financial statements and approving the final accounts and annual budget.
§ Appointing the Chairman and members of the Board of Trustees, dismissing them, and appointing replacements (all/some).
§ Approving the dissolution, merger, or division of the Foundation.
§ Organizing and defining the Foundation’s management and the oversight and inspection system.
§ Determining the number of members of the Board of Trustees.
§ Drafting a will that defines and outlines the Foundation’s continuity and development.
§ Approving the internal regulations and framework for the Foundation’s work in accordance with the provisions of this bylaw, pursuant to the law.
§ Approval of amendments to the Foundation’s Articles of Association.
§ Any other duties that do not conflict with the law and fall within the founders’ powers.
Article (9): Regular meetings of the founders shall be held at least once a year upon the invitation of the Chairman of the Foundation. A meeting may be held at the invitation of the Chairman of the Founder, consisting of two-thirds of the members of the Board of Trustees or one-third of the founders, if necessary, and in one of the following cases:
A. Execution of a will, specifying the name of the designated person.
B. Failure of the founders to attend for compelling reasons.
C. Any other reason specified by the founders and signed by them.
In all cases, a trust document issued by the founder specifying the type of delegation, its duration, and the name of the designated person is required.
Chapter Two
Board of Trustees
Article (10): The Foundation shall have a Board of Trustees to manage its activities and affairs. It shall consist of seven members appointed by the founders. The Board may include, or may include, the Chairman and other members for a three-year term, renewable for a similar term. The Board may appoint an Executive Director for the Foundation from among its members or from others, and the decision to appoint the Director shall determine the duties to be performed by the Director.
Article (11): The Board’s term shall be three years. It shall exercise the following duties and responsibilities:
§ Preparing general policies and regulations and managing the Foundation’s activities and projects.
§ Following up on the implementation of the founders’ decisions and recommendations.
§ Preparing various types of internal regulations and presenting them to the founders for approval.
§ Approving and following up on the implementation of work plans and executive programs within the framework approved by the founders.
§ Approving the administrative structure of the executive body and approving the appointment of employees at the Foundation.
§ Supervising the publication of the Foundation’s publications and bulletins.
§ Discussing and approving the Foundation’s periodic reports and presenting them to the founders.
§ Approving the conclusion of contracts and agreements with third parties, provided that they do not conflict with the Articles of Association and applicable laws.
§ Issuing decisions and regulations governing the work of the Foundation and its administrative bodies.
§ Representing the Foundation at forums and festivals to achieve its objectives.
§ Proposing amendments to the Articles of Association and internal regulations, as well as proposing dissolution, merger, or division, and presenting these to the founders for approval and ratification.
§ Developing and managing the Foundation’s revenues in a manner that does not conflict with the law and the regulations and rules specified therein.
§ Any other duties that fall within the Board’s jurisdiction or are delegated by the founders and may not conflict with the law.
Article (12): Membership in the Board of Trustees requires the following:
§ Acceptance of the Foundation’s objectives and commitment to its Articles of Association, bylaws, and the legal system governing its work.
§ He must have experience and qualifications in the required field.
§ He must be of good conduct and not have been subject to a final judgment in a criminal case or a dishonorable penalty, unless he has been rehabilitated.
Article (13): The Board of Trustees shall hold at least one monthly meeting at the invitation of the Chairman of the Board. Extraordinary meetings may be held at the invitation of the Executive Board, the Chairman of the Board, or one-third of its members.
Chapter Three
The Executive Director
Article (14): The Board of Trustees may appoint an executive body for the Foundation. The appointment decision shall specify the responsibilities according to the Foundation’s operational interests and shall be communicated to the Ministry.
Article (15): The appointment process for the Director and members of the Executive Body shall be conducted as follows:
A. Determining the technical and legal requirements and approving them by the Board of Trustees.
B. Providing an opportunity for comparison between the applications submitted for the advertised position.
C. Approval by the Admissions Committee of the Board of Trustees of the results of the preferred candidates based on the submitted proposals and the completed interviews.
D. The appointment decision shall be issued under the signature of the President of the Foundation.
Article (16): The Executive Body shall undertake its duties within the framework of the following:
§ Implementing general policies and activities in accordance with the provisions of this bylaw and the decisions of the Board of Trustees, provided that they do not conflict with applicable laws.
§ Contributing to the development of annual plans and implementing them after their approval by the Board.
§ Participating in the preparation of executive regulations and systems.
§ Preparing the proposed budget and final accounts and submitting them to the Board for approval and presenting them to the founders for ratification.
§ Proposing the formation of permanent or temporary support committees and establishing departments and administrations in light of the main determinants thereof.
Chapter Three
Financial Provisions
Article (17): The Foundation shall rely, to finance its activities and manage its operations, on:
- The Foundation’s capital contributed by the founders, amounting to one million riyals (1,000,000).
- Donations and gifts from the founders or others, which are spent in accordance with the Foundation’s objectives and with the Ministry’s knowledge.
- Proceeds from managing its surplus funds, provided that they do not conflict with the law and applicable regulations.
- Donations and gifts from any natural or legal person abroad or their representative domestically, provided they are unconditional and subject to the Ministry’s approval and in cases permitted by law.
5- Subsidies provided by the state or non-governmental organizations, consistent with the Foundation’s objectives and not in conflict with the law.
Unconditional gifts, donations, and bequests.
Article (18): Financial Provisions:
1- Based on the provisions of Law No. (1) of 2001 on Civil Associations and Foundations, the Foundation may not use any of its funding sources as assets or acquire them, regardless of the nature of the endowment.
2- The Foundation’s funds shall be deposited in one or more accounts in the Foundation’s name at approved banks and financial institutions in the Republic, subject to the Ministry’s approval. Deposits and disbursements shall be made in accordance with official documents.
3- The Foundation shall have a financial entity independent of the founders’ liabilities, and their funds shall be its private property. They may only be disposed of for the purposes and objectives for which they were established. Ownership of any of the Foundation’s fixed or movable assets may not be transferred to the ownership of the founders.
Article (19): The Foundation may engage in legally permitted economic and commercial activities in the cases specified in Paragraph (2) of Article (39) of the Law.
Chapter Four
Final Provisions
Article (20): The Foundation is obligated to notify the Ministry of any change in its basic data and any change/amendment to the Board of Trustees.
Article (21): The Foundation may be dissolved or liquidated at the request of the founders or by a court order. However, in the event of liquidation at the request of the founders, a dissolution decision shall be issued by the Ministry, appointing one or more liquidators to be determined by the founders, or the dissolution shall be approved. After fulfilling all of the Foundation’s obligations, the remaining funds shall be transferred to similar charitable works, projects, or institutions within the same geographic area.
Article (22): The internal bylaws and regulations necessary to implement the provisions of these bylaws and contribute to the smooth running of the Foundation’s operations shall be prepared by the Board of Trustees within a maximum period of three months and submitted to the founders at their next meeting for approval. A copy thereof shall be notified to the Ministry.
Article (23): These bylaws may be amended with the consent of the founders or their representatives. These decisions and amendments shall not become effective until ratified by the Ministry.
Article (24): These bylaws shall be effective from the date of their approval by the founders at their founding meeting and after the institution’s registration and announcement by the Ministry.
Article (25): Insofar as these bylaws do not specifically provide for this purpose, the provisions of the Civil Society Associations and Institutions Law No. (1) of 2001, its executive regulations, the procedural controls, and applicable laws shall apply.
Article (26): The institution shall enjoy the benefits granted by law, including customs and tax exemptions, pursuant to Article (40) of the law.
Article (27): The institution may not engage in any partisan activity, conduct electoral campaigns, or use all or part of its funds for this purpose.
Article (28): If the institution engages in any work or activity outside the objectives for which it was established, it shall bear legal responsibility and accountability.
Article (29): These bylaws shall be considered the model bylaws for civil society institutions and shall be used as guidance when preparing their bylaws. Insofar as these bylaws do not specifically provide for this purpose, the provisions of the law and its executive regulations shall apply.