2. Saudi Arabian Quality Council
SAQC Charter 2011
Table of Contents
Article I. Name ................................................................................................................................ 3
Article II. Mission............................................................................................................................ 3
Article III. Activities ........................................................................................................................ 3
Article IV. Membership .................................................................................................................. 3
Article V. Dues ................................................................................................................................ 4
Article VI. Officers ........................................................................................................................... 4
Article VII. Duties of the Officers ................................................................................................... 5
Article VIII. Approval Authority ...................................................................................................... 7
Article VIIII. Election of Officers ..................................................................................................... 7
Article X. Board of Trustees ........................................................................................................... 8
Article XI. Meetings ......................................................................................................................... 8
Article XII. Quorum......................................................................................................................... 9
Article XIII. Special Committees ..................................................................................................... 9
Article XIIII. Formation of New Chapters ....................................................................................... 9
Article XIV. Council Liquidation .................................................................................................... 10
Article XV. Amendments to the Charter ...................................................................................... 11
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SAQC Charter 2011
Article I. Name
The association which is a non-profit organization shall be called the Saudi Arabian Quality
Council (SAQC), hereinafter the Council.
Article II. Mission
The mission of the Council is to provide a forum for the exchange of information and expertise
with the private & public sector in the area of quality and related fields, and to enhance the
professional growth of its members through various planned activities.
Article III. Activities
A. The mission will be accomplished through
1. Promoting the quality culture thru several activities, such as; regular monthly
meetings, presentations, seminars, professional special projects,
conferences, publications, and joint activities with other quality societies at
the national and international levels.
2. Conducting Quality studies & consultations to the private and or public
sectors.
3. Providing Quality training thru collaboration programs with Training
organizations
The activities of the Council shall abide by the laws and customs of the Kingdom of Saudi
Arabia. The Council will not use, in any way, directly or indirectly, information that would be
considered detrimental to the interest of any company, government agency, or any other
organization. Furthermore, the viewpoints of the Council shall not be interpreted to reflect
those of any company, government agency, or any other organization.
Article IV. Membership
A. Membership of the Council is open to all personnel who are interested in the quality
field and conform to the objectives of the Council.
B. Membership in the Council will consist of the following the categories:
1) Regular Member - An individual whose is interest is in quality or related field.
Regular members are eligible to hold office in the Council, vote, and receive special
rates for Council functions.
2) Honorary Member - An individual who has contributed significantly to the Council
and/or to the understanding of the quality concept. The determination of Honorary
Membership shall be made by the Board of Directors. Honorary Membership shall
be for the life of the member and Honorary Members will be exempt from payment
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of annual dues. Honorary Members can vote but cannot hold an office in the
Council.
3) Student members: Open to students in full time education only. Student
membership shall not convey any voting rights to the individual. The annual
subscription shall be set by the Board of Directors on a yearly basis.
C. Corporate Membership: Open to all organizations. Membership shall have three
categories: Silver, Gold and Platinum, each level will have its own subscription and
benefits, each category shall be set by the Board of Directors. Loss of membership may
occur to any member, regardless of classification, when the member resigns from the
Council, forfeits membership for non-payment of annual dues, or is expelled from the
Council for ethical reasons. An expelled member may be reinstated by a unanimous
vote of the Board of Directors following a review of the member’s request for
reinstatement, and provided settlement is made of any and all outstanding
indebtedness to the Council.
Article V. Dues
A. Fiscal Year - The fiscal year will commence on July 1 and end on June 31 of the next
calendar year.
B. The annual dues for any member other than honorary members are to be paid in
advance of the fiscal year, which begins on July 1. The dues will be pro-rated (50%) for
members who join the Council after December 30 of the fiscal year provided that the
dues for the following year are paid in full at the same time.
C. The annual dues will be set by the Board on yearly basis. Honorary members are
excluded from paying dues.
Article VI. Officers
A. The elected officers of the Council shall be five (5): Chairman, Vice Chairman
Administrative, Vice Chairman Technical, Membership Director, and Treasurer.
B. The elected officers may appoint other members to serve on the Council's Board of
Directors. These members will be referred to as Directors and assigned specific duties.
The non-elected directors will be appointed for two-year terms subjected for one year
extension.
C. All elected and appointed members of the Council's Board of Directors must be
members in good standing at the time of their election or appointment.
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D. The responsibility of directing and governing the Council will be vested in the officers
and directors. Any responsibility, duty or action for the governing of the Council that is
not clearly expressly or subject to different interpretations stated in the Charter will be
referred to the Council's Board of Directors to provide the needed clarifications and to
make the necessary revisions or corrections accordingly.
A. The Council's Board of Directors controls and manages the affairs, activities and funds of
the Council in accordance with the Council's purposes. It will keep the Council's
membership reasonably informed of its discussions and decisions via the
newsletter,website , the Technical meeting and/or other mediums of communication.
E. The Council's Board of Directors consisting of all the elected Officers and appointed
Directors holds regular meetings at least once every two months to discuss and followup on the various activities of the Council.
F. Individual Officers and Directors report on the status of their activities and seek advice
and/or approval from the Board on related issues. Voting will be done by the Officers
and Directors who attend the Board’s meeting.
G. The normal business matters of the Council's Board of Directors will be determined by a
majority open vote of a quorum consisting of 50% of the Board members present. In
the event of a tie, the Chairman shall cast the deciding vote.
Article VII. Duties of the Officers
Other than for the elected Officers, the duties of the members of the Board of Directors may be
altered (added to or limited) by the Board as deemed necessary.
A. Chairman - The Chairman will be the Chief Executive Officer of the Council. The
Chairman shall be selected based on proven ability to direct the business of the Council
and benefit the facilitation of mission and responsibilities of the Council. The Chairman
will preside at all meetings of the Council and all business meetings of the Board of
Directors. Any member of the Board of Directors as designated by the Chairman may
preside at/attend any meeting held for the purpose of carrying any of the Council's
activities. The Chairman will be responsible for administering the affairs of the Council
according to the policies and regulations established by the Board of Directors and the
Membership. He / She will be solely responsible for any and all correspondence with
private organizations and government officials and departments. At the end of the
fiscal year the Chairman will submit a written report to the members and the Board of
Trustees summarizing the activities and accomplishments of the Council during the year
term of office.
B. Vice Chairman Administrative Affairs - The Vice Chairman Administrative Affairs shall
promote the creation of Regional Chapters in the Kingdom, and will coordinate the
governance and necessary support. He/She will also take special interest in the activities
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of one or more of the Directors as delegated by the Chairman. The Vice Chairman
Administrative Affairs will perform the duties of the Chairman in the absence or inability
of the Chairman to serve.
C. Vice Chairman Technical Affairs – The Vice Chairman Technical Affairs will be
establishing contacts, alignment and agreements with local Quality organizations,
Governmental agencies, and promote and coordinate the creation of special interest
groups in Education, Health, Government sector, Engineering, Projects Management
and others. All proposed agreements shall be reviewed and approved by the Board of
Directors.
D. Treasurer - The Treasurer receives and disburses all moneys received by the Council and
will be the principal recipient of membership dues from the Membership Director for
each Council member. The treasurer will present a financial summary at each quarter or
as requested by the Board of Directors. The Treasurer will work with the auditor(s)
appointed by the Board to review the Council's records, receive and submit the report
to the Board of Directors for review and approval. The Treasurer will prepare an annual
financial report to be submitted to the Council Membership at the end of fiscal year.
E. The Secretary General – The Secretary General and his/her Committee will, under the
direction of the Chairman, be responsible for preparing the agenda for the Board of
Directors, forwarding invitations to the Board of Directors and preparing minutes of
these meetings, following up in the implementation and the Board of Directors’
resolutions and action plan; Keeping and maintain the BoD files and records; Preparing
the annual management report. The Secretary General can sign, on behalf of the
Treasurer on cheques and exercising Treasurer’s duties in his absence when authorized
by the Board of Directors.
F. Membership Director – The Membership Director and his/her Committee will, under
the direction of the Board, be responsible for receiving and reviewing all new
membership applications and dues and issue receipts to determine eligibility. He/She
will have the primary responsibility for determining eligibility for membership,
maintaining membership data files and distributing membership cards. In addition, she/
he will prepare regular membership reports for the Board of Directors in coordination
with the Treasurer.
G. Affiliation Director - The Affiliation Director and his/her Committee will be responsible
for identifying and establishing contacts with the International and regional ,and
Quality Societies and institutes . He/She will research the matter of establishing an
affiliation and/or mutual cooperation with each of those agencies and make
recommendations to the Board of Directors for review and approval.
H. Events Director - The Events Director and his/her Committee, under the direction of the
Chairman, will be the chairman of the Event Organizing Committee and will be
responsible for planning, managing, and executing the technical events including
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conferences. The Event Organizing Committee shall be responsible for handling all the
logistics of the technical events including speakers, registration, printing, publicity,
receiving and appropriating funds, and submitting budgets prior to the events &
accountability reports after being completed to the Board of Directors for approval.
I. Directors-at-Large - Any other Regular members of the Council can be appointed as
Director-at-Large by the Board of Directors, and assigned to handle specific functions as
deemed necessary by the Board. The duration of the assignment is to be determined by
the Board but not to exceed two years. .
J. Media and Public Relations Director - The Media & Public Relations Director and his/her
Committee will, under the direction of the Chairman, be responsible for all publications
of the Society, including the development, production and distribution of a quarterly or
monthly newsletter and magazine. He/She will be responsible for publicizing the
Council through special promotional material utilizing website and other social media.
The official speaker of the Council is the M&PRD or as delegated by the Chairman of the
Board.
K. Chapter Directors - The Chapter Director is elected by the membership in his/her
geographical area, and automatically becomes a member of SAQC's Board of Directors.
She/he is responsible for planning the chapter activities and coordinating with the
mother organization- SAQC.
Article VIII. Approval Authority
A. Up to SR.20,000: Payment Approval Forms (PAF) must be co-signed by either the
Chairman or the Vice chairman Administrative Affairs, and Treasurer.
B. Above SR 20,000: Payment Approvals Forms (PAF) must be co-signed by Chairman or as
officially delegated by him to any of the Vice Chairmen of the Board, and Treasurer.
C. Bank Cheques against approved PAFs shall be co-signed by Treasurer and any other
Board’s approved member as listed in the Bank Forms.
Article VIIII. Election of Officers
A. The Chairman will appoint an Election Nominating Committee in March of each year.
The Election Nominating Committee shall be composed of no fewer than three (3)
members of the Council. The Election Nominating Committee will present to the Board
the names of at least two candidates for each of the elected offices no later than May 1
each year. The names shall be posted in the SAQC web site and at the May meeting of
the Council, these nominations will be presented to the Membership and additional
nominations , if any , will be solicited at that time.
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B. Election of new Council officers will be conducted during the month of June .
Completed valid ballots must be received via e-mail by the Election Committee no later
than (15) days after the mailing. A simple majority of those votes cast shall decide the
winner when there is more than one candidate. The newly elected officers, plus the
Past Chairman, will assume their positions during the July Annual General Membership
meeting.
C. An elected officer shall serve a two-year (2) term of office. She/ he may be elected for
another two-year term only. After serving two consecutive 2-year terms as an officer,
the officer shall be ineligible for any elected position for a period of two years, unless
the Board, by majority vote, deems his services necessary. In this case, The outgoing
member of the Council may be a Director-at Large for the calendar year following
his/her term or the Board may recommend to the membership that the subject exboard member be considered for Honorary or Trustee membership..
D. To stagger the terms of office and provide for a gradual phase-in/phase-out of elected
officers within the Board of Directors, the offices of Vice Chairman and Treasurer will be
elected in even years, and the offices of Chairman and Membership Director will be
elected in odd years, after which she/ he may be re-elected in accordance with this
sequence.
E. A vacancy occurring in any of the elected offices except Chairman will be filled by
selection by the Board. In case the Chairman's office is vacated, the Vice Chairman
Administrative Affairs will automatically assume the office of Chairman for the duration
of the current term.
Article X. Board of Trustees
A. The Council shall have a Board of Trustees with the aim to give strategic advices and
provide visionary consultations/ recommendations & support to the Board of Directors.
The Board of Trustees shall consist of a Chairperson, a Vice Chairperson and as many
members as deemed appropriate by the incumbent Board of Directors. The Board of
Trustees will meet upon a request of the Board of the Councilbut not less than once a
year. .
B. Members of the Board of Trustees will be selected by the Board of Directors based on
Council needs. To qualify for the Board of Trustees, a nominee must have demonstrated
interest and willingness to achieve and improve upon the objectives, services and
activities of the Council.
Article XI. Meetings
A. The Council will hold regular Technical meetings for its members and their guests. The
Technical meeting date will be determined by the Chairman and the Event Director.
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B. The Board of Directors will hold its meetings on a quarterly basis. More frequent
meetings of the Board of Directors may occur as deemed necessary by the Chairman or
as circumstances dictate.
C. The Board of Directors will hold its General Assembly meeting with all valid members in
July each year.
D. The Board of Directors will hold its meeting with the Board of Trustee in October each
year.
Article XII. Quorum
A. A quorum at a regular Council meeting or a special meeting of the Council shall consist
of no fewer than 25% of the members in good standing.
B. A quorum at a meeting of the Board of Directors shall consist of no fewer than half the
members (50 percent or more) of the Board of Directors present at the meeting.
Article XIII. Special Committees
Officers may form a special committee comprised of at least three of the Council's
members one of whom shall serve as the committee's vice chairperson. The names and
contact details of the special Committee members will be submitted to the Board of
Directors for information.
B. The Board of Directors shall have the authority to establish, maintain, and dissolve
Special Committees of the Council. The purpose, officers, members and charge of any
Special Committee will be determined by the Board of Directors and will be announced
to the Council Membership via the web site , the Technical meeting and/or other
mediums of communication.
C. An established Special Committee will submit to the Board of Directors an outline of its
program for review and approval and will keep the Board of Directors informed of its
progress.
Article XIIII. Formation of New Chapters
Regional chapters may be formed under the Council in accordance with the following
regulations.
A. A group of Council members within a distinct and definable geographical area may start
a Chapter with a minimum of 50 members. Areas with less than 50 members can be a
Section of the closest geographical Chapter. The official announcement of a regional
chapter will be authorized by a letter from the SAQC Chairman.
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B. The chapter membership will elect a Chapter Board with a similar structure to SAQC
Board of Directors or as applicable to the need. The Chapter membership will elect a
Chapter Director who will automatically become a member of SAQC Board of Directors.
C. Membership fees are collected from the chapter members in accordance with the same
regulations that apply to SAQC.
D. Chapters shall use SAQC name, trademarks, logos, symbols and other intellectual
property in a manner indicating the Chapter's name and address which is consistent
with purposes of SAQC and its Charter, and all applicable policies.
E. SAQC Board of Directors may dissolve any chapter by revocation or non-renewal of the
Chapter Charter when the Board of Directors determines that the chapter is no longer a
viable entity, or that such an action is in the best interest of the Council and in
accordance with applicable policies. SAQC Board of Directors may review each Chapter
Charter on an annual basis to ensure compliance with all requirements and policies
established by SAQC Board. The Board retains the sole and exclusive authority to
approve, suspend, deny, or revoke any Chapter Charter, consistent with SAQC Charter
and all applicable policies. In the event that probationary action is recommended and
approved by the Board of Directors, the Chapter Charter may be suspended.
F.
G. Chapters shall have the authority and the duty to carry out the purposes of SAQC
Charter. Any changes to SAQC Charter which are approved by the Council board will be
binding to all chapters. The Chapter is to submit its annual activities report by the end of
its fiscal year and to share with SAQC its planned activities for the coming fiscal year.
H. At all times, the Chapter’s Charter, and the activities of any chapter must be consistent
with SAQC Charter, applicable policies, and all legal requirements including those in the
jurisdiction in which the chapter is located.
I. Chapters are supposed to be financially self-secured for Chapter activities without any
financial assistance from SAQC and the Chapter’s financial system is to be accessible by
SAQC main office at anytime and can be audited when requested
J. No member, officer, director, committee, chair, department, employee, agent or
representative of the Chapter shall have authority or power to incur liability or make
any commitment for the Chapter that will bind SAQC or create any financial liability,
unless specifically authorized by written consent of SAQC Chairman.
Article XIV. Council Liquidation
A. If for any reasons occur that may prevent the Council from performing its activities, then
by request of the absolute majority an extraordinary General Assembly meeting will be
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held to decide on the liquidation of the Council. The decision to liquidate the Council
must be by two-thirds of the voting membership.
B. In case the Council is liquidated, all funds and properties will be transferred to charity
institutions or other professional societies as decided by the board. Liquidation shall be
carried out under the supervision of the Council’s appointed Auditors.
Article XV. Amendments to the Charter
A. The Charter of the Saudi Arabian Quality Council may be proposed for amendment by a
resolution of the Board of Directors, or by a written proposal submitted to the Board of
Directors.
B. Any proposed change(s) to the Charter of the Council will be presented to the
Membership at the next Council meeting for reading and discussion. The proposed
change(s) may also be published in the newsletter.
A proposed amendment will become part of the Charter if the proposed amendment receives a
two-third (2/3) affirmative vote by the Board of Directors.
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