By-Laws

CHAPTER FIVE
THE BOARD OF DIRECTORS

Article 30

The Board of Directors is the executive authority of the Society and shall implement the policies drawn up by the General Assembly and the resolutions adopted by it in furtherance of the Society’s lawful objectives.
 
The Board of Directors shall run the affairs of the Society and in this connection, the Board may carry out any acts except for those provided for in the Society’s Constitution that they shall only be done after securing the General Assembly’s approval thereof.
 
In particular, the Board of Directors shall perform the following duties:
  1. Prepare the framework of the Society’s general policy.
  2. Draw up the guidelines and programmes, which are conducive to the attainment of the Society’s objectives.
  3. Lay down the Society’s rules and regulations in the light of the Society’s Constitution.
  4. Review the reports received from the Society’s committees and the suggestions of the Society’s members and take the appropriate action thereon.
  5. Prepare the Society’s annual budget and final accounts.
  6. Prepare the Society’s annual report.
  7. Decide on accepting or rejecting membership applications and taking the necessary action in connection therewith.
  8. Set up the committees required for the realisation of the Society’s objectives and encourage members to join such committees.
  9. Prepare and distribute newsletters, booklets and the necessary studies that are conducive to the realisation of the Society’s objectives.

Article 31

The Board of Directors shall comprise nine members to be elected by the General Assembly by secret ballot from among the Society’s members for a term of two years, which can be extended, as follows:
1.The Chairman: to be elected directly by the General Assembly.
2.Eight other members to be elected for the same term and the membership of half of them shall lapse every year. Those members shall be replaced by way of election.
 
The Chairman or the eight members of the Board of Directors may not be elected for more than three successive terms for the same position.

Article 32

Members of the Board of Directors must fulfil the following conditions:

  1. They shall enjoy their civil rights.
  2. They must not be a member of another Society’s Board of Directors proven to be responsible for violations that led to its dissolution before the lapse of five years of the date of the resolution for the dissolution thereof.
  3. They must be Bahraini nationals.
  4. They must have been members of the Society for at least three years.
  5. Members nominating themselves for the position of the Chairman of the Board of Directors must have been members for at least five years.

Article 33

Members of the Board of Directors may not be members of the Board of Directors of another society having similar activities except by a special permission from the Ministry of Labour and Social Affairs.

Members of the Board of Directors may not become paid employees of the Society.

Article 34

The Board of Directors shall consist of the Chairman, Vice Chairman, Secretary and Treasurer who shall be elected in pursuance of Article (31) of the Constitution, and whose functions shall be as follows:
  1. Chairman: The legal representative of the Society before third parties. The chairman shall preside over the meetings of the Board of Directors and the General Assembly. Together with the Secretary, the chairman shall sign the minutes and, together with the Treasurer, the cheques, payment vouchers and other financial documents. The chairman shall sign members’ dismissal resolutions and shall oversee the overall affairs of the Society.  The chairman will decide on urgent matters which can not be postponed provided that such matters shall be referred to the Board of Directors at its first following meeting.
  2. Deputy Chairman: Shall have the powers of the Chairman in the latter’s absence. The Board of Directors may authorise the Deputy Chairman to undertake certain financial, administrative and technical functions.
  3. Secretary: Shall prepare the agenda for the meetings of both the Board of Directors and the General Assembly and take minutes and sign them together with the Chairman. The secretary shall oversee all clerical functions, correspondence, files, records, books, papers and contracts.
  4. Treasurer: Shall manage the Society’s funds and maintain its accounts, revenues and expenditures and deposit its funds with a recognised bank. The treasurer shall make payments in accordance with vouchers signed by him/here together with the Chairman. The treasurer will collect the subscription fees and enter the same in appropriate books and keep financial records and documents of financial obligations due to or from the Society. The treasurer must maintain the revenues and expenditures in pursuance of the Society’s financial rules and regulations. The treasurer shall submit a monthly report to the Board of Directors on the financial status of the revenues and expenditures. The treasurer may retain a certain amount as petty cash for miscellaneous items as may be specified by the Society’s financial rules and regulations.
  5. Other Administrative Staff: Their functions shall be specified, as the Board of Directors will deem fit.

Article 35

The Board of Directors may set up sub-committees comprising Committee members or others. The number of members and the terms of reference of each such committee shall be determined by the Board of Directors. The reports of such committees shall be submitted to the Board of Directors for review and appropriate action.

Article 36

The Board of Directors shall meet regularly once a month. Its meetings shall be valid if attended by a majority of the members including the Chairman or the Vice Chairman. The Secretary shall prepare the agenda of the meeting and present it to the Chairman for review. The Secretary will then notify the members at least one week before the meeting. 

Resolutions of the Board shall be passed by the majority votes of those present. In case of a tie, the Chairman shall have a casting vote.

Article 37

The Board of Directors may hold an extraordinary meeting at a summons by the Chairman or at the request of at least one-third of the Board members to consider urgent matters. No items other than those for which the meeting has been convened shall be discussed. 

The Ministry of Labour and Social Affairs may ask for a meeting of the Board to be held, if necessary.

Article 38

If Board members fail without good cause to attend three consecutive meetings or six meetings in any one year, they may be deemed to have resigned. 

In the event of the death, resignation or dismissal of Board members or in case their office becomes vacant for any other reason, they shall be replaced by members who obtained the highest number of votes, after the members of the Board of Directors, at the elections held to select the Board of Directors members. 

The substitute shall complete the remaining term of his/here predecessor. 

Where the member to be substituted had been elected unopposed, the Board of Directors may continue performing its functions to the end of its term without the appointment of a substitute. However, where the number of offices becoming vacant for the reasons referred to above has exceeded one-third of the Board members, then the matter shall be referred to the General Assembly at an extraordinary meeting to elect a successor for the member or members whose offices have been vacated.

Article 39

The Board of Directors shall be dissolved if at least two-thirds of its members have resigned en masse or if the remaining number of members have for any reason become less than one half. 

In both cases, the matter shall be referred to the General Assembly at an extraordinary meeting for the election of a new Board whose term of office shall complete that of its predecessor. 

The Ministry of Labour and Social Affairs will take the necessary action to convene the General Assembly within a month from the date of the dissolution of the Board.

Article 40

The Board of Directors shall maintain at the premises of the Society the following registers and books:

  1. A register of the members indicating in particular each member’s name, surname, nationality, occupation, date of birth, date of admission as member and his Population Registration Card number.
  2. A register in which the minutes of the Board of Directors meetings shall be recorded. Such minutes shall be signed by the Chairman, the Secretary and all those members present.
  3. A register in which shall be recorded the minutes of the General Assembly meetings.
  4. A book for the revenues and expenditures.
  5. A book for the Society’s bank account.
  6. A book for imprest funds.
  7. A book for keeping subscriptions.
  8. A register for all real estate, movables and any other property permanently owned by the Society. A brief description of each such item shall be given, including the purchase value and date, location and the name, capacity and address of the person holding such property in his charge. Any change to the status of such items shall also be entered.

The Board of Directors, if required, may request additional information. 

The Board of Directors may also establish other registers and books that are required for the smooth running of functions.

Article 41

The Board of Directors may appoint a manager from among its members or others and authorise him/here to carry out the Society’s day to day administrative affairs.

Such a manager may be appointed for remuneration to be specified by the Board of Directors. In such case, the manager, where he is a Board member, shall be deemed to have resigned his Board of Directors office.