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Brooke Hospital for Animals
2 Bayram El-Tonsi Street
Zein El-Abdein 11441
Cairo
Egypt
Articles of Association
In accordance with the provisions of Act 84 of 2002 concerning domestic organisations
and institutions
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Articles of Association
Organisation: Brooke Hospital for Animals
Registered under: Organisation Number 14 on date: 1966
Department: Social Affairs
In accordance with the provisions of Law 84 of 2002
Concerning
Domestic organisations and institutions
Administration: El Sayyidah Zaynab for Social Affairs
Address of Organisation Headquarters: 2 Bayram El-Tonsi Street, Zein El-Abdein
11441, Cairo
The Organisation’s field of work:
1. Community development
2. Social assistance
3. Civil educational services
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Section One
The name of the Organisation and the type and field of its activity
And the geographic scope of its activity and its main office
Article 1
On / /2003, the undersigned parties on these Articles have agreed to create:
An Organisation entitled: Brooke Hospital for Animals
And its address is: 2 Bayram El-Tonsi Street, Zein El-Abdein 11441, Cairo
Duration: indefinite
Article 2
Type and field of work of the Organisation (the ‘Objects’):
1. Community development
2. Social assistance
3. Civil educational services
Article 3
Activities:
The Organisation works to achieve these objectives through the following activities:
1. Treating animals humanely and easing their suffering
2. Constructing hospitals and clinics in the governorates of the Republic for treating
animals pending the agreement of the authorised authority
3. Concerning itself with continuous human development by making animal owners
and users aware of safe and healthy ways to treat animals and prevent or limit the
spread of contagions from animals to humans. Raising the awareness of animal
owners and users of the best ways to care for animals enables them to achieve the
best economic return through the use of their animals.
4. Preparing and equipping mobile clinics to offer veterinary services to animals and
the necessary outreach to animal owners in areas far from the Organisation’s
clinic sites so to avoid transporting these animals from remote areas to clinic sites.
5. Supporting animal owners by offering treatment services for their animals free of
charge whether or not they are able to pay. Extending the Organisation’s activity
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to different governorates of the Republic without declaring branches in
accordance with the animals’ health priorities in those governorates
6. Providing financial support to indigent animal owners until the animal recovers
and returns to work provided there is an available budget. Likewise, spending an
appropriate amount if the animal dies while undergoing treatment or if the
damage resulting from its injury is incurable, in which case the animal’s suffering
is ended quickly and humanely
7. Fitting metal horseshoes for equine animals without charge after release to their
owners and after they have been treated and have fully recovered. Helping animal
owners to modify the design of saddles and drawn carts in order to protect against
injuries resulting from faulty design or misuse
8. Receiving pregnant horses and caring for them until they give birth to their young
9. Providing drinking troughs and shelters to protect animals from the sun in
coordination with local city and village administrations in different governorates
of the Republic
10. Dispatching medical caravans with mobile clinics equipped with medical and
human resources and treatment capacities in order to offer medical services free
of charge to animals in the governorates and regions in which adequate veterinary
services are not available. Likewise, exploring and scouting areas to which
animals’ conditions require that the Organisation prioritise extending its
operations permanently
11. Training and upgrading the capacities of the Organisation’s work crews of doctors
and administrators through organising training courses and participating in
meetings, seminars and conferences inside and outside the Republic.
Collaborating with scientific institutes, universities and agencies concerned with
the humane treatment of animals and animal welfare locally and internationally.
Exchanging technical expertise with Egyptian and foreign experts and hosting
them to take advantage of their expertise in work crew training so as to keep
informed of the latest treatment and disease prevention methods. Accordingly,
sending magazines and newsletters related to the Organisation’s activities to and
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receiving them from specialized scientific and international agencies and those
working in the same field pending the approval of the responsible authorities
12. Providing financial support for work crew members in the Organisation and its
branches who meet appropriate financial and social conditions in the event of
social disaster or severe financial difficulty so that they may devote themselves to
the quality of the demanding work they do without being distracted or inhibited
by such circumstances provided that the Memorandum of Association organise
the disbursement categories
13. Preparing and implementing outreach programmes for animal owners and printing
and distributing pamphlets in an understandable language accompanied by
pictures and drawings explaining the ways an animal can be harmed that must be
avoided. Also, raising awareness about the humane treatment of animals and the
best ways to deal with them and take care of them through the media and its
various organs and direct meetings with animal owners and those working with
animal owners and, especially, elementary and preparatory school students
14. Developing the administrative and medical capacities and expertise of doctors,
administrators, and workers who deal with animals in different organisations and
agencies as well as veterinary students inside and outside the Republic
15. Publishing bulletins, booklets, and civil educational magazines related to the
activities of the Organisation pending the approval of the responsible authorities
Article 4
Geographic scope of the Organisation’s work: The whole of the Republic.
Location of main office: 2 Bayram El-Tonsi Street – Zein El-Abdein 11441 – Cairo
Projects of the Organisation:
1. Brooke Hospital for Animals – Cairo
Main office: 2 Bayram El-Tonsi Street – Zein El-Abdein 11441 Cairo
2. Brooke Hospital for Animals Clinic – in Alexandria
Main office: 11 El Tartoushi Street – Kom El Nadora – El Gomrok – Alexandria
3. Brooke Hospital for Animals Clinic – in Luxor
Main office: El Matafi Street – Luxor
4. Brooke Hospital for Animals Clinic – in Aswan
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Main office: El Sultan Abou El Ela Street – behind the EgyptAir office – Aswan
5. Brooke Hospital for Animals Clinic – in Edfu
Main office: El Sheikh El Madani Street – Bahari El Gabbana – Edfu
6. Brooke Hospital for Animals Clinic – in Mersa Matruh
Main office: Mintaqa El Rifiyya – next to the security compounds – Mersa
Matruh
7. As needed and in accordance with animals’ health requirements, constructing new
clinics and hospitals in the future anywhere in the governorates of the Republic
Article 5
It has been agreed that the Organisation’s Objects shall not include practising any of the
activities mentioned in Items 1, 2, 3, or 4 of Paragraph 11 of the Act or engaging in
financial speculation.
By resolution of the Extraordinary General Assembly dated 26 June 2009, consent was
obtained to amend Article 4, Paragraph 3 to be: Brooke Hospital for Animals Clinic in
Luxor located at Siya Badran Street, Naj Al Khotba, Luxor and to add another clinic in
the Delta – 172 El Muahada Talkha
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Section Two
Financial Aspects
Article 6
The Organisation’s resources and their utilization:
First: Resources consist of:
1. Members’ contributions
2. Donations, gifts, bequests, endowments, or assistance from inside or outside the
Republic
3. Government aid
4. Other resources agreed upon by the Board of Directors (the ‘Board’) in keeping
with the provisions of Article 17 of the Act and Articles 56, 57 and 58 of the
Implementing Regulations of Act 84 of 2002
5. Proceeds from bazaars, festivals, or athletic events
6. Returns on investments or service or development programmes
Second: The Organisation’s fiscal year begins on the first of April of every year and ends
on the thirty-first of March of the following year
Third: The Organisation’s monies are deposited in the name under which it is registered
in the main branch of National Bank of Egypt and its subsidiary branches in the
governorates where the Organisation operates.
Fourth: Both the Treasurer and the Chairman of the Board or the Chairman’s delegate
must sign a cheque before the spending of any of the Organisation’s monies.
Article 7
1. The Organisation’s monies are dedicated first and foremost to the realisation of
the Objects.
2. The Organisation is entitled to acquire property so that it may realise the Objects
pending the prior approval of the General Assembly or its consent at its next
meeting.
3. The Organisation is entitled to invest its surplus income in fields with high gain
potential that guarantee a fixed resource for the Organisation or to reemploy it in
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its service or development programmes (in accordance with the provisions of
Article 59 and the Implementing Regulations of Act 84 of 2002).
Article 8
Personnel are recruited for work in the Organisation as follows:
1. Appointment under the provisions of Labour Act 137 of 1981 and amendments
thereof
2. Requesting the appointment of civilian employees of the State in accordance with
the provisions of Article 12 of the Act
3. Members of the Organisation or third parties who volunteer to perform work for
the Organisation
Article 9
Upon the Organisation’s termination (voluntarily or by legal verdict), its assets are
transferred to:
1. The Domestic Institutions and Organisations Aid Fund
Article 10
The Organisation keeps all ledgers, documents and correspondence at its main office, and
these records must bear the seal of the administrative authority before they are used. Any
Member can inspect any of these ledgers or documents according to the provisions of
Article 62 of the Implementing Regulations.
Article 11
The Organisation’s bookkeeping is done in ledgers detailing expenditures, income,
donations and their source according to the models annexed to the Implementing
Regulations of Act 84 of 2002.
If the amount of expenditures or income exceeds twenty thousand Egyptian pounds, the
final account is presented to an accountant registered in the indexes of auditors along
with supporting documents to conduct an inspection and submit report in this regard at
least one month before the meeting of the General Assembly.
Article 12
Any amendment to the stipulations of these Articles is by a resolution from the
Extraordinary General Assembly. The amendment is sent to the administrative authority
to be indicated in the Articles of Association summary register.
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Article 13
The Organisation may engage in its activity via its branches, and it may also engage in
any of its activities outside the governorate of its main office. It also may extend it
activity to the remaining governorates of the Republic without declaring branches. If the
Organisation constructs a branch or branches or extends its activity within the
governorate of its main office or in other governorates, the branch must comply, in its
work, activity and administration, with the applicable directives of the Organisation as an
extension of the Organisation.
The branch may not contravene any of the Organisation’s directives or guidelines.
A branch may be set up by a decision from the Board pending the approval of the
General Assembly inclusive of the following:
1. The site of the branch
2. The type of activity it will perform
3. The geographic scope in which it will operate
4. The branch’s financial allocations
5. The branch’s permanent funding sources
6. Who will administer the branch and how they will be selected
7. The relationship between membership in the Organisation and membership in the
branch
8. The duration of the branch’s operation if fixed
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Section Three
Membership
Article 14
A Member of the General Assembly must meet the following criteria:
1. Have good character and conduct
2. Be not less than twenty-one years of age and hold the appropriate educational
qualification a baccalaureate or the equivalent [dated:] 13 January 2011.
3. Submit an application with the membership fee of exactly one Egyptian pound.
The application should include the following information: name, title, age,
nationality, place of residence, profession and the fee payment method.
The payment of the membership fee does not entitle the applicant in any way
prior to his acceptance in the Organisation.
Article 15
Members are active, affiliated, or honorary
1. Active Member: Any Member who has participated in establishing the
Organisation since its founding or presents an application to and is accepted by
the Organisation and fulfils the membership conditions. He or she is entitled to
attend the General Assembly and to be nominated for membership in the Board.
2. Affiliated Member: Any Member accepted by the Board as an affiliated member
because of services provided to the Organisation or other cogent reasons who
does not fulfil all of the conditions of membership.
An affiliated Member has all of the same rights and duties as the active member
excepting the right to attend the General Assembly and to be nominated for
membership in the Board.
3. Honorary Member: Any Member who presents extraordinary material or non-
material services to the Organisation. An honorary Member is not entitled to be
nominated for membership in the Board or attend the general assembly.
[Handwritten:] By resolution of an Extraordinary General Assembly on 26 June 2009,
approval was granted to change the annual contribution to 20 Egyptian pounds.
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Article 16
The amount of the annual contribution for an active Member is one Egyptian pound,
which is paid annually at the Member’s request. In all cases, the annual contribution must
be paid before the end of the fiscal year.
When a Member joins the Organisation during the course of the fiscal year, he or she
pays a contribution prorated for the remainder of the same fiscal year.
Article 17
Membership status is terminated in the following cases:
1. Resignation or withdrawal from the Organisation: the Member must inform the
Organisation by registered mail with acknowledgement of receipt, and the
Organisation retains the right to claim any amounts payable from the Member.
2. Death
3. Failure to meet any of the membership conditions
4. Disqualification or exclusion from membership in the Organisation:
a. If the Member does anything to greatly harm the Organisation materially
or morally
b. If the Member exploits his membership in the Organisation for personal
gain
5. If the Member has not paid the contribution six months after the deadline
provided that the Member is notified that it has fallen due by registered mail
within four months following the deadline.
Membership is terminated by a resolution from the Board detailing the name of the
Member, the reason for termination, and the effective date of termination.
Those whose membership has been terminated must be notified within fifteen days from
the date of the termination resolution by registered mail with acknowledgement of receipt
accompanied by an annexed copy of the resolution.
Article 18
Members whose membership has been terminated as a result of defaulting on the
Member contribution may regain membership if they pay their dues.
Article 19
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A Member, those former Members whose membership has been terminated, or heirs of a
deceased Member may not, for any reason, demand the return of the membership fee,
contributions, gifts, or donations paid to the Organisation and have no legal claim to the
Organisation assets.
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Section four
Functions of the Organisation’s Organs
First: The General Assembly
Article 20
The General Assembly is constituted by all founding Members and every Member who
has been active for at least six months and has fulfilled his or her obligations.
Article 21
The General Assembly is convened by registered mail with acknowledgement of receipt
addressed to all Members entitled to attend or the invitation is delivered in person in
exchange for the Member’s signature of receipt. The invitation should specify the time
and location of the meeting as well as the agenda, and it should be sent by any of the
following:
1. The Chairman of the Board
2. Someone delegated by 25% of the Members who are entitled to attend the
General Assembly
3. The delegate appointed pursuant Article 40 of the Act
4. The administrative authority if it deems that necessary
Article 22
The General Assembly is convened at the Organisation’s main office, and it may meet at
any other place specified in the invitation.
Copies of the documents brought before the General Assembly are sent to the
administrative authority and the competent federal office at least fifteen days prior to the
meeting. The federal office may send a delegate to attend the meeting.
The General Assembly may consider items other than those in the agenda with the
consent of the absolute majority of the total number of Members.
Article 23
The Regular General Assembly is called at least once every year within four months of
the end of the Organisation’s fiscal year for action on:
1. The budget and the final account
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2. The Board’s overview of the year’s activity and the comptroller’s report
3. The coming year’s estimated draft budget
4. Electing Board members to replace those whose membership has ended or been
terminated
5. Appointing the comptroller and determining his fees
6. Anything else the Board deems appropriate to incorporate into the agenda
The Regular General Assembly may also be called whenever the need arises.
Article 24
The Extraordinary General Assembly for action on:
1. Amending the Organisation’s Articles of Association
2. Dissolving the Organisation, appointing one or more liquidators and determining
the liquidation period and the liquidator’s fees
3. Merging the Organisation with another organisation or public benefit organisation
4. Approval for ascribing public benefit status to the Organisation
5. Dismissing some or all of the Board members
6. The Extraordinary General Assembly may also take action on other issues with
the consent of the absolute majority of all attending members.
Article 25
The attendance of the absolute majority of the General Assembly’s members shall
constitute a quorum. If a quorum is not reached, the meeting is postponed (to be
reconvened no less than one hour and no more than fifteen days after the first meeting).
In this case, a quorum can be reached with the attendance, in person (i.e., not by delegate
or proxy), of at least 10% of its membership or twenty members, whichever is less,
provided that in the former case, the number of attendees is not less than five members.
Article 26
A member of the General Assembly may delegate another member to represent him or
her in the General Assembly provided the following:
1. The delegation is mandated by formal power of attorney.
2. The delegation is mandated by an authorisation signed by the principal and the
agent as well as the official responsible for calling the General Assembly and
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stamped with the seal of the Organisation before the date of the meeting by at
least one day.
A member may not be a proxy for more than one member.
Article 27
A member of the General Assembly may not participate in the vote if he or she has a
personal stake in the draft resolution save for the election of the Organisation’s organs.
Article 28
1. Resolutions of the Regular General Assembly are issued by the absolute majority
(half + 1) of the members attending the meeting.
2. Resolutions of the Extraordinary General Assembly are issued by an absolute
majority of the number of the active Members in the General Assembly.
Article 29
Resolutions of the General Assembly are recorded in the General Assembly’s meeting
minutes register and signed upon by the President and the Secretary General.
Second: The Board of Directors
Article 30
1. The Board is constituted from five members elected by the General Assembly
from among its members.
2. The term of office in the Board is six years. Every two years, a third of the
Board’s members are re-elected by drawing of lots to replace those whose terms
have ended. Upon completion of the Board’s session after six years, it calls the
General Assembly to elect an entirely new Board.
3. In its first meeting after its formation, the Board elects the Bureau (the President,
the Vice President, the Treasurer and the Secretary General).
Should the Organisation include foreign Members, the percentage of Board members of
Egyptian nationality should be at least proportional to their percentage in the total
membership of the Organisation.
Article 31
Anyone nominated for membership in the Board must enjoy his or her civil rights.
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And provided the following conditions are met:
1. The nominee has experience required by the administration of the Organisation to
run its operations.
2. The nominee is no less than thirty years of age.
Article 32
The Board displays a list with the names of those nominated for membership in the Board
at Organisation’s main office in a salient, conspicuous and, on the day following the end
of the nomination period, frequented place. It informs the administrative authority of the
list within the three days after the end of the nomination period and before the election
date by sixty days.
Article 33
Having membership in the Board while at the same time working for another
organisation for pay is not allowed.
The member is also entitled to claim compensation, such as a travel allowance, for the
true actual costs incurred while performing tasks for the Organisation.
In this case, a Board member may not vote on the resolution to grant allowances.
Article 34
The Board drafts the policies necessary for administering the Organisation, and it has in
this respect all powers save for what requires the approval of the General assembly such
as: selling, mortgaging, borrowing against, or creating rights in rem or in personam on
the Organisation’s property)
The Board has a Chairman who represents the Organisation before the court or any third
party.
Article 35
The Board must meet at least once every three months, and a quorum is not present
without the attendance of the majority of its members.
The Board’s resolutions are issued with the agreement of the absolute majority of the
number of attendees, and in case votes are equally divided, the Chairman’s side is
favoured.
The Board must inform the administrative authority of the resolutions issued by it or by
the General Assembly within thirty days of issuance.
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Article 36
In the event of a vacancy in the Board during the General Assembly interim period, the
Board advances those who obtained the most votes after the elected members in the last
conducted elections to occupy the vacant seats. Those members continue in their seats
until the next General Assembly to conduct Board elections.
Article 37
The Board may appoint a director for the Organisation from among its members or
others, and the appointment resolution specifies his or her functions and fees, wages or
designated compensation.
Third: Powers of the Board
Article 38
The Board has the powers necessary to administer Organisation and it is specifically
designated for the following:
1. Electing the Chairman of the Board, the Vice Chairman, the Treasurer and the
Secretary General and determining their powers and privileges
2. Drafting internal bylaws to bring before the General Assembly
3. Forming committees as necessary for proper functioning and determining their
jurisdiction
4. Appointing necessary Workers in the Organisation
5. Conducting studies to determine the necessary service or development
programmes to realise and implement the Objects of the Organisation.
6. Setting up festivals, fairs, bazaars, athletic events, approved fundraising
campaigns and other necessary activities to bolster the financial resources of the
Organisation
7. Sanctioning the Organisation’s contracts and agreements
8. Determining the amount of the imprest for regular and daily expenditures
9. Preparing the final account for the lapsing fiscal year, the draft budget for the new
year and the annual report containing information about the Organisation’s
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activity, its financial situation and new projects it has decided to implement
during the following year
10. Calling the General Assembly and implementing its resolutions
11. Discussing the comptroller’s report, preparing a response to its remarks and
bringing them before the general assembly
12. Discussing the remarks of the competent administrative authority, preparing a
response and working to rectify them should they include anything that conflicts
with the Law, its Implementing Regulations or the Organisation’s Articles
Article 39
The Board may delegate an executive committee formed from the Chairman, the Vice
Chairman, the Treasurer, the Secretary General and whomever the Board elects from
among its members provided that the number of members in the Executive Committee
does not exceed five members. The Committee meets at least once every three months to
survey the situation of work in the Organisation, which is one of its functions. At least
three members constitute a quorum, and the committee’s resolutions are registered in a
designated ledger. These resolutions are brought before the Board one by one.
The Executive Committee is responsible for the following:
1. Sanctioning financial transactions within the limits determined by the Board.
2. Approving the nomination of Workers, appointing them and compensating them
according to the regulations laid down by Board and the provisions of these
Articles
3. Sanctioning the annual inventory records
4. Approving spending from the temporary and permanent imprest as necessary and
according to work circumstances
5. Assessing the implementation policy for projects and new proposals, the draft
budget and the comptroller’s report and responding to its remarks before
presenting it to the Board
6. Sanctioning other committees’ resolutions before being brought before the Board
7. Presenting the resolutions of the Committee to the Board for approval when the
Board’s mandate stipulates this
8. Making the necessary decisions in all matters delegated to it by the Board
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Article 40
The Chairman of the Board is responsible for the following:
1. Presiding over the meetings of the General Assembly, the Board and any internal
committees he attends. He is also entitled to call these meetings.
2. Acting on behalf of and representing the Organisation before administrative and
legal entities.
3. Approving Board meeting agendas and monitoring the implementation of its
resolutions
4. Signing in lieu of the Organisation on all contracts and agreements approved by
the Board, taking into account the situations where the consent of the General
Assembly is also required
5. Signing, with the Secretary General, on meeting minutes and Board resolutions
6. Signing, with the Treasurer, on all cheques and financial documents
7. Making decisions in urgent cases presented by the Secretary General that cannot
be postponed until an Executive Committee or Board meeting provided that he or
she bring these matters along with his or her decisions regarding them before the
Board at its first meeting
If the Chairman is absent, the Vice Chairman or whomever the Board appoints takes his
place and assumes all the functions of the Chairman
Article 41
The Secretary General is responsible for the following:
1. Preparing the Board’s agenda, addressing the invitation to Members, providing
secretarial services in meetings, drafting minutes and resolutions and recording
them in special registers and bringing them before the Board in its next meeting
for approval
2. Drafting a register with the names and addresses of the Organisation’s members
3. Keeping Board and General Assembly meeting minutes signed by the Chairman
4. Tracking the implementation of the Board’s resolutions
5. Preparing the Organisation’s annual activity report and presenting it to the Board
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6. Drafting the agenda of the General Assembly and working to call it in accordance
with the stipulations of the Law and drafting the agenda of the Extraordinary
General Assembly
7. Informing both the administrative authority and the competent federal office of
the Board and General Assembly’s resolutions in accordance with the provisions
of the Implementing Regulations
8. Implementing the Organisation’s obligations concerning the election of Members
to the Board
9. Overseeing all administrative operations, personnel matters and recordkeeping at
the Organisation’s headquarters
10. Inspecting all of the Organisation’s incoming correspondence and forwarding
items to the Board or the Chairman as appropriate
11. Studying the remarks of the Central Auditing Organization and the administrative
authority for social and administrative affairs and drafting the response prior to
presenting it in full to the Board in order to respond to these authorities within one
month of notification
12. The Secretary General shall also perform other functions as are entrusted to him
or her by the Board.
Article 42
The Treasurer is responsible for the following:
The Treasurer is considered responsible for the all of the Organisation’s financial affairs
in conformity with the regulations drafted by the comptroller and agreed upon by the
Board. The Treasurer is primarily responsible for the following:
1. Generally managing the Organisation’s revenues and expenditures and monitoring
the calculation of receipts for, receiving and depositing in the bank (or savings
fund) all revenues one by one in the designated ledgers; bearing responsibility for
organising and overseeing inventory and financial operations and submitting his
or her comments to the Board
2. Overseeing the annual inventory and presenting a report with its result to the
Board
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3. Approving all legally sanctioned spending and preserving and filing the
documentary proof of its legality
4. Reviewing, approving and filing the Organisation’s financial documents and
registers before and after spending
5. Implementing the resolutions of the Board concerning financial transactions
provided that they conform to the budget lines
6. Signing (but not countersigning), with the Chairman or his proxy, on payment
orders and cheques
7. Approving spending from the temporary imprest within the limits approved by the
Board in urgent cases and cases of necessity that cannot be postponed until being
presented to the Board provided that the Board approves these expenditures at its
next meeting
8. Drafting the income and expenditures account and the general budget prior to
their review by the comptroller, who will draft his or her final report before the
documents are presented in full to the Board
9. Collaborating with the Secretary General to compose the following year’s draft
budget and bring it before the Board; providing the administrative authority with
the draft at least fifteen days before submitting it to the General Assembly
10. Studying the remarks of the Central Auditing Organization and the administrative
authority for social and administrative affairs and drafting the response prior to
presenting it in full to the Board in order to respond to these authorities within one
month of notification
Article 43
Should the total value of income and expenditures exceed twenty thousand Egyptian
pounds annually, the Organisation is obligated to appoint a comptroller from the
accountants registered in the index of auditors.
The comptroller is primarily responsible for the following:
1. Inspecting the Organisation’s documents, ledgers and documents at any time.
The comptroller is entitled to request explanations and clarifications as he or
she deems necessary in order perform his or her task. The comptroller is also
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entitled to determine the Organisation’s assets and liabilities, and the Board
must enable the comptroller to perform all of the above.
2. In the event that the comptroller is unable to perform his or her task, the
comptroller must record this in a registered report presented to the Board so
that the Board may take the steps to enable him or her. If the council does not
take the necessary measures to facilitate his or her task, the comptroller must
notify the competent administrative authority with a copy of the report. In all
cases, the Board must bring the comptroller’s report and the measures taken
by the Board before the General Assembly. The comptroller may notify the
competent administrative authority with a request to convene the
Extraordinary General Assembly if he or she finds it impossible to perform
the task so that it may decide on the appropriate steps.
3. The comptroller must devise a financial system that ensures proper
functioning in the Organisation.
4. Overseeing the treasury and accounts inventory at the end of the
Organisation’s fiscal year and submitting a report with the result of the
inventory to the Board
5. Presenting a final account and balance sheet report to the Board at least one
month prior to the date of the meeting of the General Assembly accompanied
by a report including his or her comments regarding the final account and
budget. The comptroller may attend the meeting of the General Assembly and
read his report regarding the Organisation’s operations out loud and express
his opinion concerning everything related to his or her work as the
Organisation’s comptroller
6. Should the comptroller prove deficient in performing his or her duties in any
way, the Board is entitled to call a Regular General Assembly with the
Board’s report annexed to the invitation in order to discuss it and make a the
appropriate decision.
Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 23
Section Five
Dissolving the Organisation
Article 44
Should it become clear to the Board that the Organisation is unable to realise the Objects,
the Board may summon the Extraordinary General Assembly provided that a report in
this regard is annexed to the invitation. The Extraordinary General Assembly discusses
the report and issues its resolution to either dissolve the Organisation or merge it with
another organisation working in the same field.
If the Extraordinary General Assembly decides to dissolve the Organisation, it must issue
a resolution to that effect with the condition that the resolution appoint one or more
liquidators, determine the liquidation period and the liquidator’s fees and inform the
administrative authority and the responsible federal office.
Should the Extraordinary General Assembly decide to merge the Organisation with
another organisation, pending the consent of the organisation with which merger is
sought, the administrative authority must be notified to obtain the necessary resolution.
Cairo in:
Secretary General
Name:
Signature:
President
Name:
Signature:
Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 24
El Sayyidah Zaynab for Social Affairs
Administration of Organisations
Amendment Resolution 4 [blanked out] of 2011
The Chief Executive of El Sayyidah Zaynab for Social Affairs
After inspecting the provisions of Act 84 of 2002, the Implementing Regulations and the
amending laws and resolutions
And the minutes of the Extraordinary General Assembly of the Brooke Hospital for
Animals, declared as Number 14 of year [left blank] and convened on 21 October 2011
And the note of the Department of Organisations concerning the request for consent to
declare the amendment under consideration for insertion in the Articles of said
organisation
And the note of the El Sayyidah Zaynab Administration of Organisations dated 26
October 2011
Resolution
First: the amendment agreed upon by the Extraordinary General Assembly of the Brooke
Hospital for Animals, declared as Number 14 in the year [left blank] and convened on 21
October 2011 is declared.
Article Number
The Article Prior to
Amendment
The Article After
Amendment
Reason for Amendment
14 (paragraph 2)
Be not less than twenty-
one years of age and
hold the appropriate
educational
qualification
Be not less than twenty-
one years of age and
hold a baccalaureate or
the equivalent
To increase Members'
intellectual maturity
Second: this resolution is effective from the date of its promulgation.

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Brooke Hospital for Animals Articles (UPDATED 7:25:13)

  • 1. Brooke Hospital for Animals 2 Bayram El-Tonsi Street Zein El-Abdein 11441 Cairo Egypt Articles of Association In accordance with the provisions of Act 84 of 2002 concerning domestic organisations and institutions
  • 2. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 2 Articles of Association Organisation: Brooke Hospital for Animals Registered under: Organisation Number 14 on date: 1966 Department: Social Affairs In accordance with the provisions of Law 84 of 2002 Concerning Domestic organisations and institutions Administration: El Sayyidah Zaynab for Social Affairs Address of Organisation Headquarters: 2 Bayram El-Tonsi Street, Zein El-Abdein 11441, Cairo The Organisation’s field of work: 1. Community development 2. Social assistance 3. Civil educational services
  • 3. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 3 Section One The name of the Organisation and the type and field of its activity And the geographic scope of its activity and its main office Article 1 On / /2003, the undersigned parties on these Articles have agreed to create: An Organisation entitled: Brooke Hospital for Animals And its address is: 2 Bayram El-Tonsi Street, Zein El-Abdein 11441, Cairo Duration: indefinite Article 2 Type and field of work of the Organisation (the ‘Objects’): 1. Community development 2. Social assistance 3. Civil educational services Article 3 Activities: The Organisation works to achieve these objectives through the following activities: 1. Treating animals humanely and easing their suffering 2. Constructing hospitals and clinics in the governorates of the Republic for treating animals pending the agreement of the authorised authority 3. Concerning itself with continuous human development by making animal owners and users aware of safe and healthy ways to treat animals and prevent or limit the spread of contagions from animals to humans. Raising the awareness of animal owners and users of the best ways to care for animals enables them to achieve the best economic return through the use of their animals. 4. Preparing and equipping mobile clinics to offer veterinary services to animals and the necessary outreach to animal owners in areas far from the Organisation’s clinic sites so to avoid transporting these animals from remote areas to clinic sites. 5. Supporting animal owners by offering treatment services for their animals free of charge whether or not they are able to pay. Extending the Organisation’s activity
  • 4. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 4 to different governorates of the Republic without declaring branches in accordance with the animals’ health priorities in those governorates 6. Providing financial support to indigent animal owners until the animal recovers and returns to work provided there is an available budget. Likewise, spending an appropriate amount if the animal dies while undergoing treatment or if the damage resulting from its injury is incurable, in which case the animal’s suffering is ended quickly and humanely 7. Fitting metal horseshoes for equine animals without charge after release to their owners and after they have been treated and have fully recovered. Helping animal owners to modify the design of saddles and drawn carts in order to protect against injuries resulting from faulty design or misuse 8. Receiving pregnant horses and caring for them until they give birth to their young 9. Providing drinking troughs and shelters to protect animals from the sun in coordination with local city and village administrations in different governorates of the Republic 10. Dispatching medical caravans with mobile clinics equipped with medical and human resources and treatment capacities in order to offer medical services free of charge to animals in the governorates and regions in which adequate veterinary services are not available. Likewise, exploring and scouting areas to which animals’ conditions require that the Organisation prioritise extending its operations permanently 11. Training and upgrading the capacities of the Organisation’s work crews of doctors and administrators through organising training courses and participating in meetings, seminars and conferences inside and outside the Republic. Collaborating with scientific institutes, universities and agencies concerned with the humane treatment of animals and animal welfare locally and internationally. Exchanging technical expertise with Egyptian and foreign experts and hosting them to take advantage of their expertise in work crew training so as to keep informed of the latest treatment and disease prevention methods. Accordingly, sending magazines and newsletters related to the Organisation’s activities to and
  • 5. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 5 receiving them from specialized scientific and international agencies and those working in the same field pending the approval of the responsible authorities 12. Providing financial support for work crew members in the Organisation and its branches who meet appropriate financial and social conditions in the event of social disaster or severe financial difficulty so that they may devote themselves to the quality of the demanding work they do without being distracted or inhibited by such circumstances provided that the Memorandum of Association organise the disbursement categories 13. Preparing and implementing outreach programmes for animal owners and printing and distributing pamphlets in an understandable language accompanied by pictures and drawings explaining the ways an animal can be harmed that must be avoided. Also, raising awareness about the humane treatment of animals and the best ways to deal with them and take care of them through the media and its various organs and direct meetings with animal owners and those working with animal owners and, especially, elementary and preparatory school students 14. Developing the administrative and medical capacities and expertise of doctors, administrators, and workers who deal with animals in different organisations and agencies as well as veterinary students inside and outside the Republic 15. Publishing bulletins, booklets, and civil educational magazines related to the activities of the Organisation pending the approval of the responsible authorities Article 4 Geographic scope of the Organisation’s work: The whole of the Republic. Location of main office: 2 Bayram El-Tonsi Street – Zein El-Abdein 11441 – Cairo Projects of the Organisation: 1. Brooke Hospital for Animals – Cairo Main office: 2 Bayram El-Tonsi Street – Zein El-Abdein 11441 Cairo 2. Brooke Hospital for Animals Clinic – in Alexandria Main office: 11 El Tartoushi Street – Kom El Nadora – El Gomrok – Alexandria 3. Brooke Hospital for Animals Clinic – in Luxor Main office: El Matafi Street – Luxor 4. Brooke Hospital for Animals Clinic – in Aswan
  • 6. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 6 Main office: El Sultan Abou El Ela Street – behind the EgyptAir office – Aswan 5. Brooke Hospital for Animals Clinic – in Edfu Main office: El Sheikh El Madani Street – Bahari El Gabbana – Edfu 6. Brooke Hospital for Animals Clinic – in Mersa Matruh Main office: Mintaqa El Rifiyya – next to the security compounds – Mersa Matruh 7. As needed and in accordance with animals’ health requirements, constructing new clinics and hospitals in the future anywhere in the governorates of the Republic Article 5 It has been agreed that the Organisation’s Objects shall not include practising any of the activities mentioned in Items 1, 2, 3, or 4 of Paragraph 11 of the Act or engaging in financial speculation. By resolution of the Extraordinary General Assembly dated 26 June 2009, consent was obtained to amend Article 4, Paragraph 3 to be: Brooke Hospital for Animals Clinic in Luxor located at Siya Badran Street, Naj Al Khotba, Luxor and to add another clinic in the Delta – 172 El Muahada Talkha
  • 7. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 7 Section Two Financial Aspects Article 6 The Organisation’s resources and their utilization: First: Resources consist of: 1. Members’ contributions 2. Donations, gifts, bequests, endowments, or assistance from inside or outside the Republic 3. Government aid 4. Other resources agreed upon by the Board of Directors (the ‘Board’) in keeping with the provisions of Article 17 of the Act and Articles 56, 57 and 58 of the Implementing Regulations of Act 84 of 2002 5. Proceeds from bazaars, festivals, or athletic events 6. Returns on investments or service or development programmes Second: The Organisation’s fiscal year begins on the first of April of every year and ends on the thirty-first of March of the following year Third: The Organisation’s monies are deposited in the name under which it is registered in the main branch of National Bank of Egypt and its subsidiary branches in the governorates where the Organisation operates. Fourth: Both the Treasurer and the Chairman of the Board or the Chairman’s delegate must sign a cheque before the spending of any of the Organisation’s monies. Article 7 1. The Organisation’s monies are dedicated first and foremost to the realisation of the Objects. 2. The Organisation is entitled to acquire property so that it may realise the Objects pending the prior approval of the General Assembly or its consent at its next meeting. 3. The Organisation is entitled to invest its surplus income in fields with high gain potential that guarantee a fixed resource for the Organisation or to reemploy it in
  • 8. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 8 its service or development programmes (in accordance with the provisions of Article 59 and the Implementing Regulations of Act 84 of 2002). Article 8 Personnel are recruited for work in the Organisation as follows: 1. Appointment under the provisions of Labour Act 137 of 1981 and amendments thereof 2. Requesting the appointment of civilian employees of the State in accordance with the provisions of Article 12 of the Act 3. Members of the Organisation or third parties who volunteer to perform work for the Organisation Article 9 Upon the Organisation’s termination (voluntarily or by legal verdict), its assets are transferred to: 1. The Domestic Institutions and Organisations Aid Fund Article 10 The Organisation keeps all ledgers, documents and correspondence at its main office, and these records must bear the seal of the administrative authority before they are used. Any Member can inspect any of these ledgers or documents according to the provisions of Article 62 of the Implementing Regulations. Article 11 The Organisation’s bookkeeping is done in ledgers detailing expenditures, income, donations and their source according to the models annexed to the Implementing Regulations of Act 84 of 2002. If the amount of expenditures or income exceeds twenty thousand Egyptian pounds, the final account is presented to an accountant registered in the indexes of auditors along with supporting documents to conduct an inspection and submit report in this regard at least one month before the meeting of the General Assembly. Article 12 Any amendment to the stipulations of these Articles is by a resolution from the Extraordinary General Assembly. The amendment is sent to the administrative authority to be indicated in the Articles of Association summary register.
  • 9. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 9 Article 13 The Organisation may engage in its activity via its branches, and it may also engage in any of its activities outside the governorate of its main office. It also may extend it activity to the remaining governorates of the Republic without declaring branches. If the Organisation constructs a branch or branches or extends its activity within the governorate of its main office or in other governorates, the branch must comply, in its work, activity and administration, with the applicable directives of the Organisation as an extension of the Organisation. The branch may not contravene any of the Organisation’s directives or guidelines. A branch may be set up by a decision from the Board pending the approval of the General Assembly inclusive of the following: 1. The site of the branch 2. The type of activity it will perform 3. The geographic scope in which it will operate 4. The branch’s financial allocations 5. The branch’s permanent funding sources 6. Who will administer the branch and how they will be selected 7. The relationship between membership in the Organisation and membership in the branch 8. The duration of the branch’s operation if fixed
  • 10. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 10 Section Three Membership Article 14 A Member of the General Assembly must meet the following criteria: 1. Have good character and conduct 2. Be not less than twenty-one years of age and hold the appropriate educational qualification a baccalaureate or the equivalent [dated:] 13 January 2011. 3. Submit an application with the membership fee of exactly one Egyptian pound. The application should include the following information: name, title, age, nationality, place of residence, profession and the fee payment method. The payment of the membership fee does not entitle the applicant in any way prior to his acceptance in the Organisation. Article 15 Members are active, affiliated, or honorary 1. Active Member: Any Member who has participated in establishing the Organisation since its founding or presents an application to and is accepted by the Organisation and fulfils the membership conditions. He or she is entitled to attend the General Assembly and to be nominated for membership in the Board. 2. Affiliated Member: Any Member accepted by the Board as an affiliated member because of services provided to the Organisation or other cogent reasons who does not fulfil all of the conditions of membership. An affiliated Member has all of the same rights and duties as the active member excepting the right to attend the General Assembly and to be nominated for membership in the Board. 3. Honorary Member: Any Member who presents extraordinary material or non- material services to the Organisation. An honorary Member is not entitled to be nominated for membership in the Board or attend the general assembly. [Handwritten:] By resolution of an Extraordinary General Assembly on 26 June 2009, approval was granted to change the annual contribution to 20 Egyptian pounds.
  • 11. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 11 Article 16 The amount of the annual contribution for an active Member is one Egyptian pound, which is paid annually at the Member’s request. In all cases, the annual contribution must be paid before the end of the fiscal year. When a Member joins the Organisation during the course of the fiscal year, he or she pays a contribution prorated for the remainder of the same fiscal year. Article 17 Membership status is terminated in the following cases: 1. Resignation or withdrawal from the Organisation: the Member must inform the Organisation by registered mail with acknowledgement of receipt, and the Organisation retains the right to claim any amounts payable from the Member. 2. Death 3. Failure to meet any of the membership conditions 4. Disqualification or exclusion from membership in the Organisation: a. If the Member does anything to greatly harm the Organisation materially or morally b. If the Member exploits his membership in the Organisation for personal gain 5. If the Member has not paid the contribution six months after the deadline provided that the Member is notified that it has fallen due by registered mail within four months following the deadline. Membership is terminated by a resolution from the Board detailing the name of the Member, the reason for termination, and the effective date of termination. Those whose membership has been terminated must be notified within fifteen days from the date of the termination resolution by registered mail with acknowledgement of receipt accompanied by an annexed copy of the resolution. Article 18 Members whose membership has been terminated as a result of defaulting on the Member contribution may regain membership if they pay their dues. Article 19
  • 12. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 12 A Member, those former Members whose membership has been terminated, or heirs of a deceased Member may not, for any reason, demand the return of the membership fee, contributions, gifts, or donations paid to the Organisation and have no legal claim to the Organisation assets.
  • 13. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 13 Section four Functions of the Organisation’s Organs First: The General Assembly Article 20 The General Assembly is constituted by all founding Members and every Member who has been active for at least six months and has fulfilled his or her obligations. Article 21 The General Assembly is convened by registered mail with acknowledgement of receipt addressed to all Members entitled to attend or the invitation is delivered in person in exchange for the Member’s signature of receipt. The invitation should specify the time and location of the meeting as well as the agenda, and it should be sent by any of the following: 1. The Chairman of the Board 2. Someone delegated by 25% of the Members who are entitled to attend the General Assembly 3. The delegate appointed pursuant Article 40 of the Act 4. The administrative authority if it deems that necessary Article 22 The General Assembly is convened at the Organisation’s main office, and it may meet at any other place specified in the invitation. Copies of the documents brought before the General Assembly are sent to the administrative authority and the competent federal office at least fifteen days prior to the meeting. The federal office may send a delegate to attend the meeting. The General Assembly may consider items other than those in the agenda with the consent of the absolute majority of the total number of Members. Article 23 The Regular General Assembly is called at least once every year within four months of the end of the Organisation’s fiscal year for action on: 1. The budget and the final account
  • 14. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 14 2. The Board’s overview of the year’s activity and the comptroller’s report 3. The coming year’s estimated draft budget 4. Electing Board members to replace those whose membership has ended or been terminated 5. Appointing the comptroller and determining his fees 6. Anything else the Board deems appropriate to incorporate into the agenda The Regular General Assembly may also be called whenever the need arises. Article 24 The Extraordinary General Assembly for action on: 1. Amending the Organisation’s Articles of Association 2. Dissolving the Organisation, appointing one or more liquidators and determining the liquidation period and the liquidator’s fees 3. Merging the Organisation with another organisation or public benefit organisation 4. Approval for ascribing public benefit status to the Organisation 5. Dismissing some or all of the Board members 6. The Extraordinary General Assembly may also take action on other issues with the consent of the absolute majority of all attending members. Article 25 The attendance of the absolute majority of the General Assembly’s members shall constitute a quorum. If a quorum is not reached, the meeting is postponed (to be reconvened no less than one hour and no more than fifteen days after the first meeting). In this case, a quorum can be reached with the attendance, in person (i.e., not by delegate or proxy), of at least 10% of its membership or twenty members, whichever is less, provided that in the former case, the number of attendees is not less than five members. Article 26 A member of the General Assembly may delegate another member to represent him or her in the General Assembly provided the following: 1. The delegation is mandated by formal power of attorney. 2. The delegation is mandated by an authorisation signed by the principal and the agent as well as the official responsible for calling the General Assembly and
  • 15. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 15 stamped with the seal of the Organisation before the date of the meeting by at least one day. A member may not be a proxy for more than one member. Article 27 A member of the General Assembly may not participate in the vote if he or she has a personal stake in the draft resolution save for the election of the Organisation’s organs. Article 28 1. Resolutions of the Regular General Assembly are issued by the absolute majority (half + 1) of the members attending the meeting. 2. Resolutions of the Extraordinary General Assembly are issued by an absolute majority of the number of the active Members in the General Assembly. Article 29 Resolutions of the General Assembly are recorded in the General Assembly’s meeting minutes register and signed upon by the President and the Secretary General. Second: The Board of Directors Article 30 1. The Board is constituted from five members elected by the General Assembly from among its members. 2. The term of office in the Board is six years. Every two years, a third of the Board’s members are re-elected by drawing of lots to replace those whose terms have ended. Upon completion of the Board’s session after six years, it calls the General Assembly to elect an entirely new Board. 3. In its first meeting after its formation, the Board elects the Bureau (the President, the Vice President, the Treasurer and the Secretary General). Should the Organisation include foreign Members, the percentage of Board members of Egyptian nationality should be at least proportional to their percentage in the total membership of the Organisation. Article 31 Anyone nominated for membership in the Board must enjoy his or her civil rights.
  • 16. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 16 And provided the following conditions are met: 1. The nominee has experience required by the administration of the Organisation to run its operations. 2. The nominee is no less than thirty years of age. Article 32 The Board displays a list with the names of those nominated for membership in the Board at Organisation’s main office in a salient, conspicuous and, on the day following the end of the nomination period, frequented place. It informs the administrative authority of the list within the three days after the end of the nomination period and before the election date by sixty days. Article 33 Having membership in the Board while at the same time working for another organisation for pay is not allowed. The member is also entitled to claim compensation, such as a travel allowance, for the true actual costs incurred while performing tasks for the Organisation. In this case, a Board member may not vote on the resolution to grant allowances. Article 34 The Board drafts the policies necessary for administering the Organisation, and it has in this respect all powers save for what requires the approval of the General assembly such as: selling, mortgaging, borrowing against, or creating rights in rem or in personam on the Organisation’s property) The Board has a Chairman who represents the Organisation before the court or any third party. Article 35 The Board must meet at least once every three months, and a quorum is not present without the attendance of the majority of its members. The Board’s resolutions are issued with the agreement of the absolute majority of the number of attendees, and in case votes are equally divided, the Chairman’s side is favoured. The Board must inform the administrative authority of the resolutions issued by it or by the General Assembly within thirty days of issuance.
  • 17. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 17 Article 36 In the event of a vacancy in the Board during the General Assembly interim period, the Board advances those who obtained the most votes after the elected members in the last conducted elections to occupy the vacant seats. Those members continue in their seats until the next General Assembly to conduct Board elections. Article 37 The Board may appoint a director for the Organisation from among its members or others, and the appointment resolution specifies his or her functions and fees, wages or designated compensation. Third: Powers of the Board Article 38 The Board has the powers necessary to administer Organisation and it is specifically designated for the following: 1. Electing the Chairman of the Board, the Vice Chairman, the Treasurer and the Secretary General and determining their powers and privileges 2. Drafting internal bylaws to bring before the General Assembly 3. Forming committees as necessary for proper functioning and determining their jurisdiction 4. Appointing necessary Workers in the Organisation 5. Conducting studies to determine the necessary service or development programmes to realise and implement the Objects of the Organisation. 6. Setting up festivals, fairs, bazaars, athletic events, approved fundraising campaigns and other necessary activities to bolster the financial resources of the Organisation 7. Sanctioning the Organisation’s contracts and agreements 8. Determining the amount of the imprest for regular and daily expenditures 9. Preparing the final account for the lapsing fiscal year, the draft budget for the new year and the annual report containing information about the Organisation’s
  • 18. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 18 activity, its financial situation and new projects it has decided to implement during the following year 10. Calling the General Assembly and implementing its resolutions 11. Discussing the comptroller’s report, preparing a response to its remarks and bringing them before the general assembly 12. Discussing the remarks of the competent administrative authority, preparing a response and working to rectify them should they include anything that conflicts with the Law, its Implementing Regulations or the Organisation’s Articles Article 39 The Board may delegate an executive committee formed from the Chairman, the Vice Chairman, the Treasurer, the Secretary General and whomever the Board elects from among its members provided that the number of members in the Executive Committee does not exceed five members. The Committee meets at least once every three months to survey the situation of work in the Organisation, which is one of its functions. At least three members constitute a quorum, and the committee’s resolutions are registered in a designated ledger. These resolutions are brought before the Board one by one. The Executive Committee is responsible for the following: 1. Sanctioning financial transactions within the limits determined by the Board. 2. Approving the nomination of Workers, appointing them and compensating them according to the regulations laid down by Board and the provisions of these Articles 3. Sanctioning the annual inventory records 4. Approving spending from the temporary and permanent imprest as necessary and according to work circumstances 5. Assessing the implementation policy for projects and new proposals, the draft budget and the comptroller’s report and responding to its remarks before presenting it to the Board 6. Sanctioning other committees’ resolutions before being brought before the Board 7. Presenting the resolutions of the Committee to the Board for approval when the Board’s mandate stipulates this 8. Making the necessary decisions in all matters delegated to it by the Board
  • 19. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 19 Article 40 The Chairman of the Board is responsible for the following: 1. Presiding over the meetings of the General Assembly, the Board and any internal committees he attends. He is also entitled to call these meetings. 2. Acting on behalf of and representing the Organisation before administrative and legal entities. 3. Approving Board meeting agendas and monitoring the implementation of its resolutions 4. Signing in lieu of the Organisation on all contracts and agreements approved by the Board, taking into account the situations where the consent of the General Assembly is also required 5. Signing, with the Secretary General, on meeting minutes and Board resolutions 6. Signing, with the Treasurer, on all cheques and financial documents 7. Making decisions in urgent cases presented by the Secretary General that cannot be postponed until an Executive Committee or Board meeting provided that he or she bring these matters along with his or her decisions regarding them before the Board at its first meeting If the Chairman is absent, the Vice Chairman or whomever the Board appoints takes his place and assumes all the functions of the Chairman Article 41 The Secretary General is responsible for the following: 1. Preparing the Board’s agenda, addressing the invitation to Members, providing secretarial services in meetings, drafting minutes and resolutions and recording them in special registers and bringing them before the Board in its next meeting for approval 2. Drafting a register with the names and addresses of the Organisation’s members 3. Keeping Board and General Assembly meeting minutes signed by the Chairman 4. Tracking the implementation of the Board’s resolutions 5. Preparing the Organisation’s annual activity report and presenting it to the Board
  • 20. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 20 6. Drafting the agenda of the General Assembly and working to call it in accordance with the stipulations of the Law and drafting the agenda of the Extraordinary General Assembly 7. Informing both the administrative authority and the competent federal office of the Board and General Assembly’s resolutions in accordance with the provisions of the Implementing Regulations 8. Implementing the Organisation’s obligations concerning the election of Members to the Board 9. Overseeing all administrative operations, personnel matters and recordkeeping at the Organisation’s headquarters 10. Inspecting all of the Organisation’s incoming correspondence and forwarding items to the Board or the Chairman as appropriate 11. Studying the remarks of the Central Auditing Organization and the administrative authority for social and administrative affairs and drafting the response prior to presenting it in full to the Board in order to respond to these authorities within one month of notification 12. The Secretary General shall also perform other functions as are entrusted to him or her by the Board. Article 42 The Treasurer is responsible for the following: The Treasurer is considered responsible for the all of the Organisation’s financial affairs in conformity with the regulations drafted by the comptroller and agreed upon by the Board. The Treasurer is primarily responsible for the following: 1. Generally managing the Organisation’s revenues and expenditures and monitoring the calculation of receipts for, receiving and depositing in the bank (or savings fund) all revenues one by one in the designated ledgers; bearing responsibility for organising and overseeing inventory and financial operations and submitting his or her comments to the Board 2. Overseeing the annual inventory and presenting a report with its result to the Board
  • 21. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 21 3. Approving all legally sanctioned spending and preserving and filing the documentary proof of its legality 4. Reviewing, approving and filing the Organisation’s financial documents and registers before and after spending 5. Implementing the resolutions of the Board concerning financial transactions provided that they conform to the budget lines 6. Signing (but not countersigning), with the Chairman or his proxy, on payment orders and cheques 7. Approving spending from the temporary imprest within the limits approved by the Board in urgent cases and cases of necessity that cannot be postponed until being presented to the Board provided that the Board approves these expenditures at its next meeting 8. Drafting the income and expenditures account and the general budget prior to their review by the comptroller, who will draft his or her final report before the documents are presented in full to the Board 9. Collaborating with the Secretary General to compose the following year’s draft budget and bring it before the Board; providing the administrative authority with the draft at least fifteen days before submitting it to the General Assembly 10. Studying the remarks of the Central Auditing Organization and the administrative authority for social and administrative affairs and drafting the response prior to presenting it in full to the Board in order to respond to these authorities within one month of notification Article 43 Should the total value of income and expenditures exceed twenty thousand Egyptian pounds annually, the Organisation is obligated to appoint a comptroller from the accountants registered in the index of auditors. The comptroller is primarily responsible for the following: 1. Inspecting the Organisation’s documents, ledgers and documents at any time. The comptroller is entitled to request explanations and clarifications as he or she deems necessary in order perform his or her task. The comptroller is also
  • 22. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 22 entitled to determine the Organisation’s assets and liabilities, and the Board must enable the comptroller to perform all of the above. 2. In the event that the comptroller is unable to perform his or her task, the comptroller must record this in a registered report presented to the Board so that the Board may take the steps to enable him or her. If the council does not take the necessary measures to facilitate his or her task, the comptroller must notify the competent administrative authority with a copy of the report. In all cases, the Board must bring the comptroller’s report and the measures taken by the Board before the General Assembly. The comptroller may notify the competent administrative authority with a request to convene the Extraordinary General Assembly if he or she finds it impossible to perform the task so that it may decide on the appropriate steps. 3. The comptroller must devise a financial system that ensures proper functioning in the Organisation. 4. Overseeing the treasury and accounts inventory at the end of the Organisation’s fiscal year and submitting a report with the result of the inventory to the Board 5. Presenting a final account and balance sheet report to the Board at least one month prior to the date of the meeting of the General Assembly accompanied by a report including his or her comments regarding the final account and budget. The comptroller may attend the meeting of the General Assembly and read his report regarding the Organisation’s operations out loud and express his opinion concerning everything related to his or her work as the Organisation’s comptroller 6. Should the comptroller prove deficient in performing his or her duties in any way, the Board is entitled to call a Regular General Assembly with the Board’s report annexed to the invitation in order to discuss it and make a the appropriate decision.
  • 23. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 23 Section Five Dissolving the Organisation Article 44 Should it become clear to the Board that the Organisation is unable to realise the Objects, the Board may summon the Extraordinary General Assembly provided that a report in this regard is annexed to the invitation. The Extraordinary General Assembly discusses the report and issues its resolution to either dissolve the Organisation or merge it with another organisation working in the same field. If the Extraordinary General Assembly decides to dissolve the Organisation, it must issue a resolution to that effect with the condition that the resolution appoint one or more liquidators, determine the liquidation period and the liquidator’s fees and inform the administrative authority and the responsible federal office. Should the Extraordinary General Assembly decide to merge the Organisation with another organisation, pending the consent of the organisation with which merger is sought, the administrative authority must be notified to obtain the necessary resolution. Cairo in: Secretary General Name: Signature: President Name: Signature:
  • 24. Tel: 3649312 Fax: 3647344 e-mail: brookeet@tedata.net.eg 24 El Sayyidah Zaynab for Social Affairs Administration of Organisations Amendment Resolution 4 [blanked out] of 2011 The Chief Executive of El Sayyidah Zaynab for Social Affairs After inspecting the provisions of Act 84 of 2002, the Implementing Regulations and the amending laws and resolutions And the minutes of the Extraordinary General Assembly of the Brooke Hospital for Animals, declared as Number 14 of year [left blank] and convened on 21 October 2011 And the note of the Department of Organisations concerning the request for consent to declare the amendment under consideration for insertion in the Articles of said organisation And the note of the El Sayyidah Zaynab Administration of Organisations dated 26 October 2011 Resolution First: the amendment agreed upon by the Extraordinary General Assembly of the Brooke Hospital for Animals, declared as Number 14 in the year [left blank] and convened on 21 October 2011 is declared. Article Number The Article Prior to Amendment The Article After Amendment Reason for Amendment 14 (paragraph 2) Be not less than twenty- one years of age and hold the appropriate educational qualification Be not less than twenty- one years of age and hold a baccalaureate or the equivalent To increase Members' intellectual maturity Second: this resolution is effective from the date of its promulgation.