Statutes of “The SidiAbderahmane al-Ouadghiri Foundation”
(Translated from Arabic)
Preamble
Considering the role that civil society can play in participating in the management of public affairs;
And within the framework of what the constitution guarantees to citizens, in terms of freedom, equality and participation in political, economic, cultural and social life (article 6);
And what it recognizes for associations interested in public affairs, within the framework of participatory democracy, in the development, implementation and evaluation of decisions and projects of elected institutions and public authorities (article 12);
And the obligation it imposes on regional councils and the councils of other local authorities, for the establishment of participatory mechanisms for dialogue and consultation, promoting the participation of associations in the development and monitoring of development programs (section 139);
And in accordance with the provisions of this same Constitution relating to equality, set out in Article 19 and the last paragraph of Article 12 which stipulates that “the organization and functioning of associations and non-governmental organizations must comply with the democratic principles”;
And in article 3 of the law regulating the right to form associations, as amended and supplemented, which declares void any association formed for an illicit purpose or an objective incompatible with the law or morality or aimed at attacking the Muslim religion, the unity of the national territory, the monarchical regime or calling for all forms of discrimination.
The SidiAbderahmane al-Ouadghiri Foundation aims to achieve a set of private and public objectives, mainly:
– the strengthening of links and the facilitation of communication between its members, whether they are inside or outside the Cherifian kingdom.
– the support and contribution to the realization of development projects of a social, economic, environmental and cultural nature, within the limits of its capacities.
– the contribution to the encouragement of research and the preservation of the historical and cultural heritage, in cooperation with academic institutions, the competent authorities, non-governmental organizations and actors of civil society, and the organization of conferences.
– the organization of artistic and cultural activities and festivals, periodic sports competitions and tourist trips.
To achieve these objectives, the foundation will comply with the provisions of its statutes and those of the internal regulations, which complete them.
First part: Incorporation and name – Head office address and term – Principles and purpose – Admission and removal
Chapter I = The constitution, name and logo
Section 1 / The Constitution and the name:
Article 1 – It was constituted, in accordance with the provisions of Dahir n° 1.58.283 dated 3 joumadaaloula 1378 (corresponding to November 15, 1958) modified by the Dahir carrying law n° 1.73.283 of 6 Rabi’ Al-Awwal 1393 , (corresponding to April 10, 1973 – Official Journal No. 3154 of April 11, 1973) amended and supplemented by Law No. 75.00, promulgated by Dahir No. 1.02.206 of Joumada I 12, 1423 (corresponding to July 23, 2002 – Journal official n° 5046 of October 10, 2002), on Saturday 17 Rajab 1443 of the Hegira (corresponding to February 19, 2022), in Fez, between the founding members, “The SidiAbderahmane al-Ouadghiri Foundation”
Section 2 / The logo
Article 2 – The logo of the foundation consists of three symbols represented by, Bab Boujloud symbolizing the city of Fez from where Sheikh Al-QutbSidiAbderahmane al-Ouadghiri left, the stone minaret and the palm tree, symbolizing the region of Figuig, where he settled.
The internal regulations define the modalities and the languages of writing of the name “The SidiAbderahmane al-Ouadghiri Foundation”
Chapter II = The address of the seat and the duration
Section 1 / Head office address
Article 3 – The address of the main headquarters of the Foundation is fixed at the “Maison des Badraouiyin n° 2 DerbBouhajTala’a al-Kubra, the ancient city of Fez, Kingdom of Morocco”. The seat may be transferred to another address by decision of the Board of Directors.
Section 2 / Duration:
Article 4 – The duration of the Foundation is unlimited.
Chapter III = Principles, object and means of action
Section 1 / Principles
Article 5 – the Foundation undertakes to work under the motto of the Kingdom “GOD, the HOMELAND, THE King” and to respect the legal provisions of the constitution and other laws relating to associative work.
Section 2 / Object and means of action
Article 6 – The purpose of the foundation is:
– to strengthen the links and promote communication between the descendants of SidiAbderahmane al-Ouadghiri as well as all the members who share the object of the foundation, whether they are from inside or outside the Cherifian kingdom.
– to support and contribute to the implementation of development projects of a social, economic, environmental and cultural nature, in the town of Figuig in particular, or elsewhere within the limits of its capacities.
– to contribute to the encouragement of research and the preservation of the historical and cultural heritage, in cooperation with academic institutions, the competent authorities, non-governmental organizations and actors of civil society, and the organization of scientific conferences.
– organize artistic and cultural activities and festivals, periodic sports competitions and tourist trips.
Article 7 – For the achievement of its object, the foundation may rely, in particular, on the following means:
– The conclusion of agreements and partnerships with local communities, government sectors, non-governmental organizations, private sector institutions as well as other scientific and educational institutions, or with those having the same purpose;
– the creation of a media portal to publicize the foundation and its achievements, the encouragement of talents in the artistic and creative fields, the production of reports, documentary films inside or outside the Kingdom;
– the mobilization of material and human means specific to the achievement of the aforementioned objectives, by resorting to the means and mechanisms authorized by law.
Chapter IV = Admissionand expulsion
Section 1: Admission
Article 8 – The status of membercan be acquiredby the founding members and, after the constitutive General Assembly, any applicant descending from SidiAbderahmane al-Ouadghiri, and any person who shares the object of the foundation, on the proposal of an Admissions Committee, whose members are appointed by the Board of Directors.
Applications are examined in accordance with the provisions of the rules of procedure.
Article 9 – The members of the Foundation can be associate members or honorary members.
Honorary members are appointed from among all the people who render services to the Foundation, with their approval and the approval of the Board of Directors, on the proposal of the Executive Board.
Article 10 – The Foundation appoints an honorary president, with his approval and that of the Board of Directors, on the proposal of the Executive Board.
Article 11 – The internal regulations determine the statutes of the adherent members, the honorary members and the honorary president within the Foundation.
Section 2 / Cancellation of membership
Article 12 – Membership is lost by:
– death or written resignation, addressed by the person concerned to the Chairman of the Board of Directors of the Foundation.
– expulsion for violation of the principles of the Foundation, its statutes, its internal regulations or its decisions, or because of interference with its normal functioning or the conduct of the activities it organizes, by decision of the Board of administration of the Foundation, by a two-thirds majority of its members.
Part Two: Organs of the Foundation – Budget of the Foundation – Resolution of internal conflicts, dissolution of the Foundation and liquidation of its assets
Chapter I = The organs of the Foundation
Section 1 / The General Assembly
Article 13 – The General Assembly represents the supreme organ of the Foundation, it is constituted by all the adherent members.
Article 14 – The General Assembly meets at the place and at the time fixed by the Executive Board.
Article 15 – The General Assembly meets when convened by the President by any means of communication that can be proven, and the notice must be sent at least fifteen (15) days before the date of the meeting. The meeting is considered legal with the participation of half of the members of the Foundation. In case of absence of quorum, a new convocation will be sent after fifteen (15) days, from the date of sending, and the assembly will then meet with the participants.
In the event that their physical presence to the assembly is impossible, members from abroad participating in the assembly through means of communication made available to them by the foundation are counted in the number of those present attendees.
Article 16 – The resolutions of the Ordinary General Meeting are taken by a relative majority and by a two-thirds majority, in the case of an Extraordinary General Meeting.
Article 17 – The General Meeting is held in the form of an ordinary meeting to:
– discuss and vote on moral and financial reports;
– approving the activity programs presented to it by the Board of Directors.
– designate the members of the Board of Directors.
– rule on appeals addressed to it by those against whom disciplinary measures are taken, in accordance with the provisions of the internal regulations.
The General Assembly meets once every two years in an ordinary session, or whenever necessary.
Article 18 – The General Assembly meets in extraordinary assembly, to modify the statutes or dissolve the Foundation.
Section 2 / The Board of Directors
Article 19 – The Board of Directors is composed of a maximum of 37 members, chosen by the Ordinary General Assembly, among the candidates for membership of the Board.
The members of the Board of Directors choose from among themselves a President, by mutual agreement or by relative majority, who will be President of the Foundation, of the Board of Directors and of the Executive Bureau.
Article 20 – One third of the members of the Board of Directors is renewed every two years, but the first renewal will only take place after 4 years, from the date of completion of the procedures for the constitution of the Foundation provided for by the law, and for two-thirds of the members.
Renewal is done by drawing lots or at the request of any member wishing to no longer sit on the Board after 4 years.
The partial renewal does not include the president, and the latter cannot remain in this capacity for more than two consecutive terms.
In the event of a vacancy in the position of President for any reason whatsoever, the First Vice-President succeeds him until the expiry of the mandate; The same rules apply to him.
Article 21 – The Board of Directors is responsible for:
– to propose a list of 11 members who will form the executive bureau, to be chosen from among the members of the Board by mutual agreement or by election;
– to create permanent or temporary committees, other than those provided for by the statutes, and to oversee their organization and structure, in accordance with the provisions of the internal regulations;
– to discuss and evaluate the final reports of the Commissions and take what it deems appropriate;
– to approve the creation of Sections of the Foundation inside the country, and to propose the approval of the creation of Sections outside the country, at the nearest General Assembly, in accordance with the provisions of the internal regulations ;
– to approve the proposals for membership of new members submitted to it by the Chairman of the Board, after receipt of these by the Committee for examining applications for membership;
– to choose the presidents and the members of the Commissions created by virtue of this law, in the event that this would not have taken place before the end of the Constitutive General Assembly;
– to appoint an auditor and set the amount of his remuneration;
– to approve the annual program of work and activities proposed by the Executive Board, in coordination with the Commissions, as well as its financing;
to seek sources of funding for the work programs and activities proposed for each financial year, in coordination with the relevant Committee;
– to approve theinternal regulationsand the amendments which may be made thereto, as stipulated in article 46 below, as well as the rules relating to the organization of the Sections and the permanent and temporary commissions, proposed by the Executive Bureau .
Article 22 – Theinternal regulationsdetermine the distribution of tasks between the members of the Council and the rules governing the meetings of the latter.
However, the Board of Directors resulting from the constitutive General Assembly is subject, for its first meeting, to what this Assembly decides, in particular with regard to its structure and the approval of the internal regulations.
Section 3 / The executive office
Article 23 – The Executive Office comes from the Board of Directors and constitutes the management office.
The Executive Bureau is made up of 11 members: the president, six vice-presidents, a general secretary, a deputy general secretary, a treasurer and a deputy treasurer; theinternal regulationswill determine their functions.
Any member prevented from exercising his functions within the Executive Board, for any reason whatsoever, is replaced by another member of the Council.
Theinternal regulationsdetermine the replacement procedure, the restructuring of the executive office and the rules governing its meetings.
Article 24 – The Executive Bureau is chaired by the President of the Board of Directors, President of the Foundation.
Article 25 – The Executive Board is responsible, in particular:
– preparing and proposing the annual program of actions and activities, in coordination with the competent committees, and submitting it to the Board of Directors for approval;
– to monitor the implementation of action programs and activities approved by the Board of Directors;
– to execute the approved decisions and report thereon to the Board of Directors;
– to coordinate the actions of the various bodies of the Foundation;
– to prepare draft financial and moral reports and submit them to the Board of Directors for approval, before submitting them to the General Assembly.
Section 4 / The General Secretariat
Article 26 – The general secretariat is provided by the secretary general of the Executive Board and his deputy, or by a qualified person employed under contract by the Foundation outside of its members.
The Secretary General performs the administrative tasks of the Foundation and ensures the regular management of its actions, in accordance with the provisions of the internal regulations.
Section 5 / Permanent and temporary committees
Article 27 – In addition to the Commissions created by virtue of the statutes, the Board of Directors of the Foundation may create several sectoral commissions.
Theinternal regulationsdetermine the methods of acquisition of the quality of member of the commissions, as well as the rules governing their organizations and the functions of their members.
The work of the commissions is supervised by their presidents, who work in coordination with the president of the Foundation.
Article 28 – In accordance with these statutes, the following permanent commissions are established:
– The Membership Application Examination Commission; the Board of Directors appoints its members and organizes its structure and operation.
– The Commission of Elders and the resolution of internal conflicts of the Foundation; the Board of Directors appoints its members and organizes its structure and operation.
– The Resource Exploration Commission.
– The Commission for External Relations and Communication.
– The Commission for Information, Digitization and the Library.
– The Heritage Study and Preservation Commission.
– The Awards and Merit Scholarships Commission.
– The Commission for Social and Cultural Development and Environmental Protection.
– The Commission for the preparation and organization of sports, recreational and tourist activities.
– The Commission for Women, Youth and Equal Opportunities.
– The Medical Caravan Commission.
Article 29 – The Board of Directors may create other permanent commissions and temporary commissions, if necessary, whose members are all members of the Foundation.
The proposals for the creation of permanent commissions are presented for approval to the nearest General Assembly, and their creation entails a modification of the statutes, unlike the creation of temporary commissions, whose mission ends with the accomplishment of their task. temporary.
The presidents and members of the commissions created by virtue of these statutes are chosen by the constitutive General Assembly, and this competence is transferred to the Board of Directors in the event that the procedure has not been completed before the end of the Assembly.
Section 6 /chapters
Article 30 – It is possible to create chapters of the Foundation inside or outside the country, in accordance with what is stipulated in article 21 of these statutes, provided that the number of members of thechapteris noless than 25 for those inside the country and 15 for thoseabroad .
Article 31 – The chapter enjoys administrative and financial autonomy, but it remains linked to the parent institution.
Article 32 – The chapter carries out its activities in coordination with the President of the Foundation and is bound to respect the provisions of the Foundation’s statutes.
Article 33 – Theinternal regulationsdetermine the relations of the chapters with the parent institution, the mechanisms of coordination with it, the percentage of its contribution to its resources, and their competences and their organizations.
Chapter II = The Foundation’s budget
Section 1 / Resources
Article 34 – The resources of the Foundation consist of:
– an initial financial contribution to which the founding members contribute, and those who will join them later, the minimum amount of which is set at two hundred (200) dirhams for each member;
– annual membership fees, the amount of which is set by the Board of Directors every two calendar years;
– donations, including those resulting from the “tahbiss”, in accordance with the rules in force;
– aid and subsidies granted by public authorities and local authorities;
– aid granted by associations and bodies (local, national, foreign) in accordance with the rules in force;
– income derived from the product of the various activities organized by the Foundation or participating therein, as well as activities, projects and undertakings of economic and social interest (temporary on the occasion of a festival or a cultural and social event, or permanent, such as commercial, artisanal or industrial projects), provided that these revenues are allocated to the achievement of the objectives of the Foundation;
– income from movable or immovable property that it may acquire;
– the contributions of thechapters.
The treasurer deposits all the resources obtained in a bank or postal account or in the public treasury. Deductions from these are made under the double signature of the President of the Foundation and the Treasurer or their deputies, having obtained special delegations in the matter.
Section 2 / expenses
Article 35 – Expenses include:
– The expenses necessary for the realization of the projects undertaken by the Foundation.
– Miscellaneous expenses necessitated by the normal operation of the Foundation.
Article 36 – The costs of transport, food and accommodation incurred by the execution of missions for the benefit of the Foundationare reimbursed
The President of the Foundation disburses the allowances in coordination with the Treasurer, after having verified the related expenses, justified by documents. The amounts spent in this context are reported in the financial report.
Section 3 / Signatures
Article 37 – The President or one of the vice-presidents, together with the Treasurer, sign the opening of bank accounts for the benefit of the Foundation, and they also sign all documents such as checks, transfer orders and others, to the occasion of financial transactions with the institutions to which the Foundation is linked, including the documents ordering the disbursement of funds to cover the expenses provided for in articles 35 and 36 of these statutes.
The President of the Foundation and the Treasurer can give special delegations to their assistants to sign in their place, under the responsibility of the delegates.
Section 4 / Corporate practice and control
Article 38 – The financial year of the Foundation begins on January 1 and ends on December 31 of each calendar year.
Exceptionally, the first financial year begins on the day of receipt of the final receipt or of the expiry of the 60-day period from the date of the declaration, and ends on December 31 of the same year.
Article 39.- The Board of Directors may appoint an auditor from among those registered with the order of chartered accountants.
The auditor is appointed for two (2) financial years, at the beginning of the first financial year.
Article 40 – The Board of Directors sets the auditor’s fees.
Article 41.- The auditor exercises on a permanent basis, except interference in the administration of the Foundation, a mission of control and follow-up of the accounts of the said Foundation, in accordance with the applicable accounting rules and standards, relating to cooperatives, such as determined by the provisions of Law No. 112.12 relating to cooperatives, promulgated by Dahir No. 1.14.198 promulgated on 27 Muharram 1436 (21 November 2014), and the provisions of Decree No. 2.15.617 of 24 Jumada al-Thani 1437 (March 24, 2016) specifying the rules for the organization and management of the register of cooperatives.
He must present to the Board of Directors an interim report the first year, and to the Ordinary General Assembly a final report the second year, on the mission entrusted to him.
The auditor is bound by professional secrecy.
He may, in an emergency, convene the Board of Directors.
Article 42 – The liability of the auditor, as to its extent, its effects and the penalties applied to it, is governed by the general rules relating to the mandate provided for in Title V of the second book of the law of obligations and contracts and the provisions of Law No. 15.89 organizing the profession of chartered accountant and establishing the Order of Chartered Accountants, as well as the provisions of Articles 404 and 405 of Law No. 17.95 relating to limited companies.
Section 5 / the financial obligations of the Foundation
Article 43 – The obligations of the Foundation are limited to its assets and none of its members, including its managers, personally bears these obligations.
Chapter III = Resolution of internal conflicts, dissolution of the Foundation and liquidation of its assets
Section 1 / The resolution of internal conflicts
Article 44 – All conflicts internal to the Foundation are transmitted by its president to the Commission of Elders and the resolution of internal conflicts, which adopts the method of arbitration for the resolution of conflicts internal to the organs of the Foundation, or arising between them.
The Commission reports on its work to the President within a reasonable time.
Theinternal regulationsdetermine the procedure and the deadlines governing the question of the resolution of the conflicts, as well as the measures which can be taken.
If the conflict has a structural nature affecting the Foundation in its structure or in its normal operation, in a way that does not guarantee its continuity, an extraordinary general meeting is convened to rule on the situation and take the appropriate decision, including its dissolution.
Section 2 / Dissolution of the Foundation and liquidation of its assets
Article 45 – In accordance with the provisions of paragraph 4 of article 44 of these statutes, the president of the Foundation, two-thirds of the Board of Directors or two-thirds of the members of the General Assembly may request at any time the convening of an Extraordinary General Meeting to decide on the situation of the Foundation, including its dissolution.
Article 46 – In the event of dissolution of the Foundation, for any reason whatsoever, its president becomes its liquidator, unless the Extraordinary General Meeting decides otherwise, and he must in this case designate a liquidator outside members of the Foundation.
The president of the Foundation has all the powers to carry out the legal steps related to the liquidation.
The assets of the Foundation are transferred to one or more charitable institutions in a legal situation, determined by the extraordinary general meeting which took the decision to dissolve.
Part Three = Additional Provisions
Article 47 – The statutes are supplemented byinternal regulationswhich will be annexed to them, approved, as well as the modifications which may be made to them, by the Board of Directors of the Foundation.
The Board of Directors can amend and ratify the amendment of the rules of procedure, on the initiative of the president or of one third of the members of the Board, in a way that does not contradict the statutes.
Article 48 – Jurisdiction to hear all criminal or civil cases relating to the Foundation is vested in the Court of First Instance within whose jurisdiction the registered office of the said Foundation is located.
The President represents the Foundation in these matters, or whoever receives a special delegation from him in the matter.
