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Section 5
Operation of the Board of Directors
Article 9. The foundation is operated by the Board of Directors and comprises not less than 4 but not more than 17 members. It consists of one Chairman of the Board of Directors; one Board of Directors Vice-chairman; one foundation Secretary; one Treasurer; and other position as deemed appropriate by the Board of Directors. The foundation intends to be a charitable organisation hence members of Board of Directors may not accept any pay for serving as members.
Article 10. In the initial period the founding Board of Directors shall set up an operating fuondation Board of Directors and elect its members consisting of one Board of Director Chairman and other members as deemed necessary acording to the charter.
Article 11. Election of the Foundation Board of Directors Members is conducted as follows:
The Board of Directors currently in office shall elect a foundation Board of Directors Chairman and members as deemed necessary according to the charter.
Article 12. Term of office of the operating Board of Directors is four years.
Article 13. For continuous operation of the foundation, there shall be a drawing of lots to remove one half of the number of the Board of Directors members previously elected to the position of first operating fuondation Board of Directors members after the Board has been in office for two years (one half of the normal term of office). Moreover,this is to be taken as a normal expiry of its term of office.
Article 14. Election of the foundation Board fo Directors members is by a majority vote of the foundation Board of Directors quorum and is taken as the board ruling.
Article 15. Members removed from their positions either because of normal expiry of their terms of office or from the lots-drawing process may be re-elected to the position of Foundation Board of Directors Members.
Article 16. If a position of Foundation Board of Directors Member becomes vacated, then the remaining Foundation Board of Directors Members shall designate other persons to replace the vacated position. The replacement member shall remain in office for as long as the remaining term of office of the replaced member. |
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Section 6
Power and Duties of the Board of Directors
Article 17. The Foundation Board of Directors have the power and duties of conducting the foundation activities according to the foundation objectives and the regulatiohs of this charter, Such power duties include:
17.1 Establishing of the foundation policy and implement them,
17.2 Control of the finance and other assets of the foundation,
17.3 Presenting activity reports, financial reports, balance sheets and financial statemants to the Interior Ministry,
17.4 Operating in accordance with the decisions of the Foundation Board of Directors meetings and objectives of this charter,
17.5 Abiding by the rules relating to the operation of the foundation,
17.6 Appointment and removal of one or several subcommittees to conduct special operations of the foundation under the control of the Foundation Board of Directors,
17.7 Inviting academically qualified persons or persons acting especially for the foundation interests to become honorary foundation members,
17.8 Inviting honorable persons to become foundation supporters,
17.9 Inviting academically qualified persons to become advisors to the Foundation Board of Directors,
17.10 Appointment and removal of permanent officers of the foundation as well as set forth the scope of power and duties of officers, and specify the compensation money for officials as necessary.
The decisions to proceed according to sub-article 17.7, 17.8 and 17.9 shall be by majority vote of meetings. Also, the advisors stated in sub-article 17.9 must be the adivisors to the inviting committee only
Article 18. The Foundation Board of Directors Chariman has the following power and duties:
18.1 Presiding over the meetings of the Foundation Board of Directors,
18.2 Summoning the meetings of the Foundation Board of Directors,
18.3 Representing the foundation in contacting with outside persons and in all engagements in legal acts of the foundation or in signing of documents, charters and all printed materials which are the foundation evidential documents. Moreover documents in law cases which the foundation participates shall become effective only after they have been signed by the Foundation Board of Directors Chairman or his/her representative, and two other Foundation Board of Directors Members,
18.4 Conducting other activities in accordance with the charter and decisions of the foundation Board of Directors.
Article 19. The Foundation Board of Directors Vice-chairman shall serve in place of the Foundation Board of Directors Chairman when the chairman cannot do so or when assigned by the chairman.
Article 20. In case that the Foundation Board of Directorss Chairman and the Foundation Board of Directors Vice-chairman cannot serve in any meeting, the attending, members of such meeting shall appoint one particular Foundation Board of Directors member to chair it.
Article 21. The foundation secretary duties are to control the activities; conduct routine activities of the foundation; co-poerate and co-ordinate generally; set to the enforcement of the foundation rules and regulations; summon committee meetings by order of the Foundation Board of Directors Chairman; and report the minutes of meetng as well as the foundation activities.
Article 22. The Treasurer duties include the control of finance and assets of the foundation as well as keeping correct record of accounts and related documents in accordance with the rules specified by Foundation Board of Directors.
Article 23. Other member positions have the duties specified by the Foundation Board of Directors. Their power and duties must be clearly stated in a board order.
Article 24. The Foundation Board of Directors has the right to attend meetings of other foundation committees or sub-committees. |
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Section 7
Sub-comittees
Article 25. The Foundation Board of Directors may appoint or remove sub-committtees members if deemed appropriate. Sub-committees may be appointed either as permanent or ad hoc sub-committees. If no positions of sub-committee chairman, secretary, and others are not designated by the foundation Board of Directors, then each sub-committee shall appoint its members to serve in such positions themselves.
Article 26. Ad hoc sub-committtee members remain in office until the sub-committee in which they serve has accomplished its assigned task, while the term of office of permanent sub-committtee members is as long as specified by the Foundation Board of Directors. If such term of office is unspecified, then it is to be understood that sub-committees shall expire at the same time as the appointing foundation committee. Moreover, sub-committee members removed from office may be re-elected to the same position.
26.1 The sub-committees have the duty to do the tasks assigned by the Foundation Board of Directors.
26.2 The sub-committtees have the duty to submit opinions concerning the assigned tasks to the Foundation Board of Directors. |
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Section 8
Foundation Board of Directors Meetings
Article 27. General meetings the Foundation Board of Directors must be held annually within March. At such meetings, one half of the total number of Foundation Board of Directors Members shall constitute a quorum.
Article 28. Special meetings may be held when ordered by the Foundation Board of Directors Chairman; when two or more of the Foundation Board of Directors Members submit such a request to the Foundation Board of Directors Chairman; or when requested by the representative chairman.
Article 29. Meeting schedules and quorums of sub-committees are set by the Foundation Board of Directors. If meeting schedules are unspecified, they shall be agreed upon by the sub-committees themselves while an unspecified sub-committee quorum is to be the same as defined in article 27.
Article 30. If there is no regulation stating otherwise, then decisions of the Foundation Board of Directors or Sub-committee meetings is by a majority vote. In case of equal votes , the final decision shall be made by the presiding chairman. For routine and minor activities, the Foundation Board of Directors Chairman may order that a resolution be reached by post instead of summoning a Foundation Board of Directors meeting. However, the Foundation Board of Directors Chairman must report to the next foundation Board of Directors meeting of the decision reached and activities executed therefrom. Whether or not an activity is routine or minor is up to the Foundation Board of Directors Chairman's judgement.
Article 31. In every Foundation Board of Directors or sub-committee meeting, the Foundation Board of Directors Chairman or the presiding chairman had the right to invite or permit certain individuals, as deemed proper, to attend the meeting as honorable guests or observers. The purpose of this is to explain to or advise the meeting. |
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