Chapter I
Establishment and Goals
Preamble
Yasser Arafat Foundation was established by the Presidential decree No. 5 in 2007 and its amendment on 6th April 2008 for the purpose of preserving the legacy and heritage of the late president and to commemorate him. The Foundation has also humanitarian, charitable, social and academic goals to serve the Palestinian people. It is an independent legal, financial and administrative person-at-law and is lead by its leading bodies.
Article (1): Name and characteristics
Yasser Arafat Foundation is an independent non- profit organization.
Article (2) YAF premises
The permanent premises shall be the city of Jerusalem.
The temporary premises shall be in Ramallah.
Branches: YAF may establish as many offices and branches as it deems fit in any location it considers appropriate in Palestine or abroad to achieve its goals.
Article (3) legal personality
Yasser Arafat Foundation enjoys an independent legal personality with all accompanying rights and obligations; its honorary president is the president of the Executive Committee of the PLO/ President of the Palestinian National Authority
Article (4) YAF objectives
YAF endeavors to achieve the following goals and objectives:
a- Preserve the memory and different components of the heritage of the late president Yasser Arafat, whether it be material or in-kind. It shall seek gathering this heritage and developing it using the best systems and techniques including his audio-visual and printed archive in a manner that can be used to communicate such legacy to the Palestinian people and other Arab and friend peoples.
b- Contribute to commemorating the annual anniversary of the passing away of the late president
c- Safeguard the mausoleum of the late president and organize and manage the facility in the best manner to preserve it as national and historical site.
d- Establish, develop and manage the Yasser Arafat Museum in coordination with concerned governmental and local organizations
e- Perform historical, humanitarian, social, literary, cultural and other national activities as specified by the Board of Directors in Palestine and abroad to serve the Palestinian people in all parts of the world, focusing on the sectors of women and the youth through specific programs.
f- Encourage serious and distinguished works through Yasser Arafat Achievement Award; encourage and support excellence in all areas including scientific achievements.
g- Enhance unity and communication among the Palestinian people all over the world via the preservation of the heritage of the late president and conservation of his memory through YAF programs in general.
h- Use the afore-stated to serve the Palestinian national project and promote the national and democratic values that the late president himself served in life as in death.
Chapter II
YAF Board of Trustees
Article (5) Membership of the Board of trustees of the Foundation
YAF Board of Trustees comprises over one hundred Palestinian and Arab political, cultural and economic personalities.
A- Membership on the Board of Trustees shall comprise members approved by the President of the PLO/ President of the PNA in the decree, and the members approved subsequently by the Board.
B- In the event of abolition of membership of any of the members, the Board of Directors shall nominate a substitute member thereof and submit nomination to the Board of Trustees for adoption.
Article (6): Honorary membership
1- Membership on the Board of Trustees shall be composed of both honorary and regular members;
2- Honorary membership shall be granted to international non-Arab symbols, and may be granted to prominent Arab figures in case they cannot directly contribute to the YAF activities.
Article (7) President of the Board of Trustees
A- The Board of Trustees shall elect a president who shall chair the Board’s session
B- The mandate of the president of the Board of Trustees shall be for three years, and could be renewed.
Article (8) Vice-President of the Board of Trustees
A- The Board of Trustees shall elect a deputy president to substitute the president in the event of his/her absence.
B- The Board of Trustees may elect additional vice-Presidents as it deems fit.
Article (9) Termination of membership
Membership on the Board of Trustees shall be terminated in any of the following cases:
A- Withdrawal or resignation from the Board by a written letter addressed to the president of the Board.
B- In the event of absence of member for three consecutive meetings without acceptable reasons
C- Violation of any of the rules or provisions of the Basic Bylaws or deliberate fault that harms the reputation of the Foundation or of any of its members
D- In case the member is convicted for a crime against honor or public moral.
E- In all of the above cases, or any other case, a decision must be made by the Board of Trustees to terminate membership
F- Death
Article (10) Meetings of the Board of Trustees
a- The Board of Trustees shall convene at least once every year or as it is deemed fit.
b- Invitations to the meetings shall be issued by the Board of Directors or via a written request signed by at least two-thirds of the Board members
c- Invitation to the Board of Trustees meetings shall be sent in writing from the Chair of the Board of Directors following consultation with the President of the Board of Trustees, to all members at least two weeks before the date set for the meeting.
Article (11) Quorum of meetings and voting
a- Meetings of the Board of Trustees shall be deemed legal with the presence of the simple majority of members (half of the number of members +1); and this shall suffice to constitute the legal quorum.
b- In case the quorum is not obtained for the meeting, it shall be postponed for twenty-four hours and the meeting shall be deemed legal with the presence of one-third of the members + one.
c- The Board of Trustees decisions shall be made by a simple majority (half of the voters + 1).
d- The Board of trustees shall make its decisions by simple majority of members in the following cases:
a. Vote of no-confidence against the members of the Board of Directors.
b. Removal of membership from the Board of Trustees.
c. Amendments to the Foundation’s Basic Bylaws.
d. In case of equal number of votes, the President of the Board of Trustees shall have the catering vote.
Article (12) Minutes of the meetings of the Board of Trustees
The minutes of the meetings of the Board of Trustees shall be written down and it should be signed by the President of the (Council) Board or his/her deputy in case of his/her absence; the minutes shall be accompanied with a list of the names of attending members.
Article (13) Duties of the Board of Trustees
The Board of Trustees shall perform the following duties:
a- Formulate the general policy of YAF and ratify its future action plans
b- Discuss and ratify the financial and administrative report submitted by the Board of Directors; review and approve the balance sheets as audited by a legal certified auditor.
c- Ratify the projected budget for the next period.
d- Elect the new Board of Directors and accept the resignation of the Board of Directors.
e- Adopt the Basic Bylaws.
f- Review additional bylaws submitted thereto by the Board of Directors and ratify them.
g- Appoint YAF certified external auditor.
h- Adjudicate on all matters presented thereto by the Board of Directors
Chapter III
Board of Directors
Article (14): membership of the Board of Directors
a- The Board of Directors shall be composed of 15 members including the chair of the Board and his/her deputy.
b- The Board of Trustees shall elect the Board of Directors among its members.
c- Any candidate to the membership of the Board of Directors must be capable of performing the duties of such membership.
d- Membership of the Board of Directors shall be for three years, and could be renewed.
e- The Board of Directors shall, within a period not exceeding ten days from the date of its elections, distribute tasks among its members
f- In case of vacancy in the membership of the Board of Directors, the Board of Trustees shall elect a substitute provided that the number of vacancies does not exceed seven members; in which case, the Board of Trustees shall elect a new Board of Directors.
Article (15) Mandate and Duties of the Board of Directors
a- Prepare the Foundation’s detailed annual plan.
b- Prepare the annual report on YAF activities and submit it to the Board of Trustees..
c- Call for meetings of the Board of Trustees for ordinary and extra-ordinary sessions
d- Approve the financial statement and balance sheet as ratified by a certified auditor and submit them to the Board of Trustees.
e- Prepare financial and administrative regulations.
f- Form specialized committees and commissions for YAF activities and monitor their work, provided that every committee or commission is chaired by a member of the Board of Directors.
g- Follow up on the implementation of the decisions of the Board of Trustees.
h- Perform all of the tasks deemed fit by the Board of Directors to achieve the objectives of the Foundation.
i- Approve the appointment of key personnel upon recommendation from the Director General and terminate their contracts or accept their resignation as per the provisions of this Basic Bylaws.
j- Approve the programs and their budgets.
k- Mobilize funding and supervise the endowment with the Endowment Committee.
Article (16) Meetings of the Board of Directors
The Board of Directors shall convene an ordinary meeting within a period not exceeding three months and shall convene in outstanding meetings when necessary; the meetings shall be considered legal with the presence of the simple majority of its members.
Article (17) Decisions of the Board of Directors
Decisions of the Board of Directors shall be made by the simple majority (half of voters + 1); in case of equal number of votes, the Chair of the Board shall have the catering voice.
Article (18) Termination of membership on the Board of Directors
Membership on the Board of Directors shall be removed in any of the following cases:
1- Absence of the member in three consecutive meetings without acceptable justification or for six non-consecutive meetings within two years
2- Withdrawal or resignation from the Board via written letter addressed to the Chair of the Board.
3- In case more than half of the members of the Board of Directors submit their resignation, the Board of Trustees shall be convened for an extraordinary meeting and new elections shall be organized.
4- Removal or dismissal.
5- Lack of fulfillment of the obligations of members.
6- Violation of the member of provisions of the Basic Bylaws or deliberate commitment of acts that harm the reputation of the Foundation or any of its members.
7- Pronunciation of a judgment against the member in a crime or offense against honor or public morale.
8- In all of the above cases, or in any other case, the removal of membership of the Board of Directors shall be made by the majority (half of the members +1) provided that the vote is submitted to the board of Trustees.
9- Death.
10- Election of a new Board of Directors.
Article (19) Mandate of the Chair of the Board of Directors
The mandate of the Chair of the Board of Directors includes what follows:
a- Chairing the meetings of the Board.
b- Calling the Board of directors to convene.
c- Represent YAF before local and international governmental and non-governmental agencies.
d- Supervise all of YAF activities.
e- Sign financial documents and papers and approve non recurrent expenses along with the Director General or signatories thereon.
f- Follow up the implementation of the decisions of the Foundation and its Board of Directors.
g- Supervise the preparation and presentation of the annual report.
h- Participate in the work of different committees.
Article (20) Deputy Chair of the Board of Directors
a- The Deputy of the Chair of the Board of Directors shall perform the powers referred to in the previous article in case of absence of the Chair.
b- He/she shall co-sign the minutes of the Board meetings next to the chair.
Article (21) Financial Officer
a- The financial officer shall follow up all YAF financial affairs and submit the financial report endorsed with the report of the accounts auditor to the Board of Directors and to the Board of Trustees.
b- The financial officer shall be a member of the Endowment Committee and a signatory to its accounts in addition to signing the Foundation’s regular accounts.
Article (22) Formation of committees
a- The Board of Directors shall form the following committees: Endowment and Resource Development Committee, Museum Committee, Legal Affairs Committee, Activities and Programs Committee, Research and Studies Committee, Yasser Arafat Achievement Award Committee.
b- The composition of the committees shall be submitted to the Board of Trustees for ratification thereof.
c- The board of Directors may form any other committees or task forces to help it perform its missions.
Article (23) Advisory Board
a- The Board of Directors may recommend creating an advisory board comprising local and international specialized experts
b- The task of the advisory board shall be to advise YAF on its business
Chapter IV
Staff
Article (24) Composition of the Staff
YAF staff shall be recruited in accordance with an organizational structure approved by the Board of Directors upon recommendation from the Director General. The Board of Directors shall adopt the detailed human resources regulations.
Article (25) Director General
He/she shall be the Chief Executive of the Foundation and shall be appointed by the Board of Directors to perform the following missions:
a- Directly monitor YAF staff and follow up on their daily work and performance of duties
b- Implement YAF detailed action plan and programs approved by the Board of Directors to ensure they fulfill their aspired goals
c- Enforce the administrative and financial decisions of the Board of Directors.
d- Contribute to the preparation and review of periodic action plans
e- Perform any other task assigned to him/her by the Board of Directors
Chapter V
Financial Affairs
Article (26) Financial Resources
YAF financial resources shall comprise the following:
a- Governmental allocations approved thereto.
b- Donations, gifts, grants, loans and wills.
c- Revenues and profits of the endowment and its investments.
d- The return on any activities, publications or projects.
Article (27) Fiscal Year
The fiscal year shall commence on 1st January and shall end on 31st December of every calendar year.
Article (28) Use of Resources
a- The funds of the Foundation shall be deposited in one or more banks as determined by the Board of Directors; it shall not be allowed to withdraw any of such funds without the signatures of all designated signatories
b- All the Foundation’s funds and revenues shall be dedicated to the achievement of its goals as prescribed in this Basic Bylaws and may not be expended on any other matters.
Article (29) Financial Accounts
The Department of Financial and Administrative Affairs shall keep in YAF premises books of accounts in convention with accountability and procedures as per applicable laws; the Foundation’s accounts shall be audited every year by a certified legal auditor and must be audited and submitted within a period that does not exceed three months from the elapse of the fiscal year.
Article (30) Acquisition
YAF may acquire real estate, land or any other immovable assets for investment or exploitation in transactions that are necessary for the fulfillment of its goals and enforcement of its programs.
Chapter VI
General Provisions
a- The first fiscal year shall begin on the date of promulgation of the presidential decree and shall end on 31st December 2007 to begin subsequently with the beginning of every calendar year.
b- The Basic Bylaws or any of its provisions shall be amended by decision of half of the members of the Board of Trustees + 1 provided that the amendment thereto figures beforehand on the agenda for the meeting with presentation of the proposed amendment.
c- Special internal bylaws shall be prepared for the endowment and shall be adopted by the Board of Trustees.
d- YAF may prepare any regulations to complement its Basic Bylaws.
e- The Board of Directors shall appoint a legal counsel who shall be member of the legal affairs committee.
f- The Basic Bylaws shall enter into effect as from the date of ratification thereof by the Board of Trustees.
