The following words and phrases shall have the following meanings assigned thereto, unless the context indicates otherwise:
|The Ruler||H. H. the Ruler of Dubai|
|The Country||United Arab Emirates (UAE)|
|The Foundation||The Sultan Bin Ali Al Owais Cultural Foundation|
|Articlesof Association||Articles of Association of the Sultan Bin Ali Al Owais Cultural Foundation|
|The Board||The Board of Trustees of the Sultan Bin Ali Al Owais Cultural Foundation|
|The Chairman||The Sultan Bin Ali Al Owais Cultural Foundation’s Board of Trustees Chairman|
|TheGeneral Secretariat||The Sultan Bin Ali Al Owais Cultural Foundation’s General Secretariat|
|TheGeneral Secretary||The Sultan Bin Ali Al Owais Cultural Foundation’s General Secretary|
|The Award||The Sultan Bin Ali Al Owais Cultural Award|
Article 2 – Board of Trustees
|A.||The Board of Trustees shall supervise the Foundation and constitute the higher authority in the Foundation.|
|B.||The Board of Trustees shall consist of seven to 15 members who are qualified administratively and culturally, known for their integrity and trustworthiness and hold UAE citizenship. The Board may have members who are citizens of other Arab countries and renowned for their cultural and scholarly achievements, provided they do not exceed one third of the members.|
|C.||Membership of the Board is permanent. However, a member of the Board shall lose membership in the case of death, health disability, bankruptcy, legal indictment of indecent offence, resignation, or absence, justified or not, in 5 consecutive meetings.|
|D.||If the position of a member is vacated, the Board’s member shall appoint a substitute member whom they deem appropriate, provided the new member is recommended by one third of the members and the appointment is approved by the majority of the members.|
|E.||The Board’s member shall every four years elect a Chairman and Deputy Chairman by secret ballot.|
|F.||Board meetings shall be presided over by the Chairman or Deputy Chairman in the case of absence of the former. If both are absent, the meetings shall be presided over by the eldest member.|
|G.||The Chairman or Deputy Chairman, in the case of absence of the former, shall call the Board to meet at least quarterly to approve budget, discuss final accounting reports, supervise implementation of the foundation’s policy and progress of its operations, review the final report submitted by the General Secretariat on the activities of the Foundation, and take decisions on these matters. The Board may have an extraordinary meeting upon invitation by one third of the members or the General Secretary.|
|H.||The majority of Board members must attend any meeting to be official. If the quorum is not realised, another meeting shall be held no later than 30 days. Again, if the quorum is not realised, a third meeting is to be held within 15 days. In this case, the meeting shall be official by the attendance of one quarter of the members. If this quorum is not realised, the Ruler shall appoint another Board of Trustees as per the Statutes.|
|I.||Decisions shall be passed by majority of the votes of the members. In case of equal votes, the Chairman will have a casting vote.|
|J.||The Board shall appoint a General Secretary from amongst its members for a term of four years. The Board can appoint a General Secretary who is not a member should this be necessary.|
|K.||The Board shall appoint a Financial Controller from amongst its members for a term of four years.|
|L.||The Board shall appoint the General Secretariat of the Foundation.|
|M.||Without prejudice to the objectives and main principles of the foundation, the Board shall make all the necessary decisions to implement the Foundation’s policy, achieve its objectives and guarantee the good conduct of its operations. The Board shall review all recommendations and proposals submitted by the General Secretariat and make decisions on them.|
|N.||Without prejudice to the Statutes, the Board shall set down all regulations necessary for regulating the Foundation and achieving its objectives, with special attention to:|
- Rules of winner selection policy, categories of the Award, nomination policy, prize monies, number of winners every two years, and all relevant expenditures.
- Financial rules regulating revenues, expenditures, annual balance sheet, final annual reports and other financial matters relevant to Foundation’s operations.
Articles 3 – General Secretariat
|A.||The General Secretariat consists of three to six members including the General Secretary, the Financial Controller.|
|B.||The General Secretariat shall be the executive arm of the Foundation, administrate the Foundation’s and its everyday cultural, administrative and financial activities and delegate powers among its members as appropriate.|
|C.||The General Secretary shall, upon the call of the General Secretary, meet once every month and whenever the need arises. The meeting shall be official by the attendance of the majority of the members. If the quorum is not realised, another meeting is to be held within no later than one week. If the quorum is again not realised, the General Secretary shall refer the matter to the Board. The General Secretariat shall pass decisions by consensus among members. The General Secretary can present any decision taken by the General Secretariat to the Board before its implementation to approve or revoke it.|
|D.||The General Secretary, or his assignee in the case of his absence, shall preside over meetings of the General Secretariat.|
|E.||The General Secretariat shall carry out the following functions:|
|a)||Propose programmes aimed at development and progress of the Foundation|
|b)||Take appropriate decisions (administrative, cultural, technical and financial) that go in line with the Statutes, Standing Regulations, Board’s resolutions, provided that the important decisions are mentioned in the final annual report of the General Secretariat.|
|c)||Approve all expenditures necessary for the Foundation’s operations and provided for in the budget, without prejudice to the financial regulations herein or any other financial regulation adopted by the Board.|
|d)||Submit the final accounting report, budget as well as cultural, administrative, technical and financial reports to the Board for approval.|
|e)||Decide the bank to deposit the Foundation’s funds.|
|f)||Appoint employees, decide their salaries and remunerations, and end their employments.|
|g)||Interpret terms of the Articles of Association until the next meeting of the Board which exclusively has the ultimate right to interpret any term.|
|h)||Propose rules and regulations to regulate the Foundation’s operations and the achievement of its objectives.|
|F.||The Board shall decide on the salaries or remunerations of the General secretariat’s members. Administrative and financial regulations adopted by the Board shall regulate these salaries and remunerations.|
Article 4 – The General Secretary
The General Secretary shall carry out the following functions:
|A.||Call the Board and the General Secretariat to meetings.|
|B.||Execute the Board’s resolutions.|
|C.||Supervise the General Secretariat and other departments of the Foundation. The General Secretary is responsible before the Board for all activities, functions, movable and immovable properties of the Foundation.|
|D.||Represent the Foundation at home, abroad, before courts and any other government or non-government party. The General Secretary is the Foundation’s official spokesman|
|E.||Sign contracts and agreements executed by the Foundation after being approved by the Board|
|F.||Sign jointly, with the Financial Controller, all cheques, promissory notes and drafts issued by the Foundation.|
|G.||Collect jointly, with the Financial Controller, the Foundation’s receivables and deposit the same with the adopted bank in the name of the Foundation within one week of collection.|
|H.||Cooperate with other members of the General Secretariat, according to their specialities, to carry out his functions. The General Secretary may delegate any or all of his powers and duties to whomever he deems appropriate from amongst the members when necessary|
|I.||Maintain the premises of the Foundation including the contents with special attention to contracts, agreements, records and correspondences.|
Article 5 – Finance
|The financial resources of the Foundation shall consist of the following:
a) The funds provided by the founder, Sultan Bin Ali Al Owais, as per the Statutes and revenues of these funds.
b) Financial contributions through endowments, wills, grants, and donations approved by the Board.
|Funds of the Foundation may only be expended to achieve the objectives stated by the Statutes and for administrating and operating the Foundation.|
|C.||The General Secretariat shall administrate expenditures of the Foundation according to the fiscal budget approved by the Board.|
|D.||The General Secretary and the financial Controller shall jointly sign all cheques, promissory notes and drafts to the tune of the fiscal budget approved by the Board. Any expenditure shall not be legal without being signed jointly by the both of them.|
|E.||The General Secretariat can deposit the revenues of the Foundations with the adopted bank or any other bank as fixed deposits and can justifiably withdraw the same with the aim of increasing the revenues of the Foundation.|
|F.||An Auditing Office, approved by the Board, shall audit the accounts of the Foundations and control its funds, revenues and expenditures.|
|G.||The fiscal year of the Foundation shall begin on the first day of January of each year and end on the 31st of December of the same year, except the first fiscal year which starts on the date of the Ruler’s Decree establishing the Foundation and ends on the 31st of December,1995|
The Board of Trustees can amend the Bylaws from time to time provided the proposed amendments abide by the terms of the Statutes.
The Board of Trustees shall not borrow any fund from a third party or lend any of the Foundation’s funds to a third party.
The Board of Trustees shall not be authorised to terminate the Foundation or stop its activity for any period of time or permanently.
Starting from the date of notarising the statutes, neither me or any of my heirs, in whatsoever way and for whatsoever reason shall be entitled to revoke this document, amend any of its terms, cancel the establishment of the Foundation, or interfere with its capital.
The Foundation shall start its activities as soon as the Ruler issues the Decree to establish it and shall abide by the terms of the same.
And for the purpose of giving this document official standing, I shall dully notarise it with Dubai Notary Public.
Sultan Bin Ali Al Owais
- Dully notarised with Dubai Notary Public on 9.3.1994 under the No. 3753/94.