ARTICLE 1: NAME, HEADQUARTERS AND LEGAL PERSONALITY:
7.2 While under suspension a member shall not be entitled to enjoy any rights under this Constitution but shall remain subject to all its obligations.
7.3 A member who has been suspended may be restored to good standing on the vote of a simple majority of the General Assembly.
ARTICLE 8: LOSS OF MEMBERSHIP:
Membership of the Association shall be lost:
8.1 By submission of a written notice of withdrawal to the Secretary General and upon the lapse of three months thereafter provided that all monies due from applicant for withdrawal have been paid.
8.2 By the dissolution of the legal entity or the death of the individual admitted to the membership of the Association.
8.3 By expulsion based on a serious cause by a vote representing not less than three-fourths of the members of the General Assembly present and voting.
ARTICLE 9: BODIES OF THE ASSOCIATION:
The Association shall have the following bodies:
9.1 The General Assembly.
9.2 The Management Committee.
9.3 The General Secretariat.
ARTICLE 10: THE GENERAL ASSEMBLY:
The General Assembly shall be composed of:
a. The duly authorized representative of members of the Association.
b. The person himself in case the member is a natural person.
In addition to being the supreme body of the Association in which all the powers necessary to accomplish the objectives of the Association are vested, the General Assembly shall have the following special powers:
a. to consider and approve the annual report of the Association;
b. to approve the budget of the Association submitted by the Management Committee within the framework of the plans and programs of the Association;
c. to confirm the admission of members and decide upon their suspension or expulsion;
d. to elect the Management Committee;
e. to fix the amount of the annual subscription or contribution and admission fee, and determine the conditions of membership upon the recommendations of the Management Committee;
f. to consider and adopt rules, by-laws and general directives governing the activities of the Association and all its bodies including contributions to be received;
g. to appoint the Secretary General on the recommendation of the Management Committee,
h. to consider and take action upon any other matters submitted for its consideration by the Management Committee;
j. to review the activities of the Association including the activities of all its bodies;
k. to dissolve the Association in Accordance with Article 17 hereof and dispose of the assets of the Association in the event of such a dissolution.
a. An Ordinary Meeting of the General Assembly shall be held once a year immediately preceding or following the Annual Meeting of the Islamic Development Bank and in the same venue as the latter. Not less than forty five days notice shall be given for the Ordinary and Extra Ordinary Meetings of the General Assembly.
b. Extra-ordinary meetings of the General Assembly may be convened:
(i) whenever requested by the Management Committee; or
(ii) upon the request of at least one-third of the ordinary members of the Association;
c. Each ordinary member-represented at a meeting of the General Assembly shall have one vote.
d. Except as otherwise expressly provided in this Constitution, all matters before the General Assembly shall be decided by a majority of the members present and voting.
e. The majority of the ordinary members of the Association shall constitute a quorum for any meeting of the General Assembly.
f. The Chairman of the Management Committee shall chair the meetings of the General Assembly.
g.The Secretary General of the Association shall act as a Secretary for the meeting of the General Assembly.
ARTICLE 11: THE MANAGEMENT COMMITTEE:
a. The Association shall be managed by a non-resident Management Committee composed of nine ordinary members providing an adequate geographical representation of the Islamic Countries.
b. The members of the Management Committee shall be elected by the General Assembly for a period of three years subject to Articles 11.1(d), 11.1(e) and 11.1(f).
c. Members of the Management Committee shall elect a Chairman from among themselves for a period of three years or for the remaining term of his tenure and who shall be the legal representative of the Association until the end of his term. The Chairman of the Committee shall be eligible for re-election but shall not serve more than two consecutive terms.
d. The Management Committee shall simultaneously elect a Vice-Chairman from among themselves for a period of three years or for the remaining term of his tenure. The Vice- Chairman shall be eligible for re-election but shall not serve more than two consecutive terms. The Vice-Chairman shall belong to another region other than that of the Chairman. The Vice-Chairman shall preside over all the meetings in the absence of the Chairman. He will also be the legal representative of the Association in the absence of the Chairman.
e. One-third of the elected members of the Management Committee shall retire by rotation from office at every annual meeting of the General Assembly. Such rotation shall not prejudice the adequate geographical representation.
f. The members of the Management Committee to retire in every year shall be those who have been longest in office since their last election.
g. No member of the Management Committee shall hold office for more than two consecutive terms and a retiring member after serving two consecutive terms in the Management Committee shall be eligible for re-election after a gap of two years.
h. The General Assembly may, at the meeting at which a member of the Management Committee retires in the manner aforesaid, fill the office by electing a person thereto, and in default the retiring member shall, if offering himself for re-election be deemed to have been reelected, unless at such meeting it is expressly resolved not to fill such vacancy or unless a resolution for the re-election of such member shall have been put to the meeting and lost.
i. The Management Committee shall have the power to appoint an ordinary member to fill a vacancy in the Management Committee. The person so appointed shall hold office only until the first annual meeting of the General Assembly following his appointment wherein he shall be eligible for election and may, if elected, serve for a full term.
j. A member who is unable to attend, or give proxy to somebody else to attend on his behalf, for two consecutive meetings of the Management Committee during his term, shall loose his seat in the Management Committee thereof.
The Management Committee shall have the following powers:
a. to convene the Ordinary and Extra-ordinary Meetings of the General Assembly;
b. to review and recommend the programs, plans and the budget of the Association prepared by the Secretariat;
c. to control and direct all the activities of the Association and the General Secretariat;
d. to prepare and submit to the General Assembly an Annual Report on the activities of the Association including a statement of accounts for the year ended and a report on the implementation of the budget for the preceding year.
e. to prepare such rules and by-laws as it may deem necessary and appropriate for the conduct of the business of the Association including financial rules and submit them to the General Assembly for approval;
f. to undertake any such tasks as may be entrusted to it by the General Assembly.
a. The Management Committee shall meet at least twice a year at the Headquarters of the Association or at such other place as it deems appropriate.
b. The presence of five (5) of the members of the Committee shall constitute a QUORUM for any meeting of the Committee.
c. Any Management Committee Member who cannot attend a meeting shall have the right to give proxy to someone from his institution or to another Management Committee Member to represent him at the Management Committee or General Assembly or the Extra- Ordinary General Assembly Meeting.
d. All matters before the Committee shall be decided by a majority of the members present and voting.
ARTICLE 12 GENERAL SECRETARIAT:
12.1 The General Secretariat shall consist of the executive personnel of the Association. It shall be headed by a Secretary General who shall be responsible to the Management Committee.
12.2 The Secretary General:
a. The Secretary General shall be appointed by the General Assembly on the recommendation of the Management Committee for a period of three years upon such terms and conditions as the General Assembly may decide. He shall be accountable for the general affairs and responsible for good governance of the Association.
b. The Secretary General may be removed from the office by the General Assembly.
The Secretary General shall, under the direction and guidance of the Management Committee, exercise the following duties and powers:
a. to appoint such staff he may consider necessary for the efficient conduct of the business of the Secretariat on such terms and conditions as the Management Committee may approve;
b. to be responsible for the day to day administration of the Association and its assets and to manage finances of the Association under the supervision of the Management Committee;
c. to prepare under the direction of the Management Committee programs, plans and the budget of the Association for approval by the General Assembly of the Association and be responsible for their implementation.
d. to prepare the annual statement of the accounts of the Association for the preceding year and to submit the same to the Management Committee for review;
e. to attend the meetings of the Management Committee and the General Assembly but shall have no vote;
f. to be responsible for the preparation of the Agenda of the General Assembly meetings, in consultation with the Management Committee, and for the circulation of all supporting documents to the members;
g. to co-ordinate and be responsible for making all necessary arrangements for the holding of the Management Committee and the General Assembly Meetings;
h. to organize conferences, seminars and other activities as are conducive to the fulfillment of the objectives of the Association under the supervision of the Management Committee;
j. to ensure constant co-ordination between all members and among the bodies of the Association for the realization of the objectives of the Association;
k. to carry out such other tasks as may be assigned to him by the Management Committee or the General Assembly.
ARTICLE 13: RESOURCES OF THE ASSOCIATION:
The resources of the Association shall consist of:
13.1 Admission fees paid by the members,
13.2 Annual subscriptions paid by the members.
13.3 Grants, donations or other funds, or income of whatever kind, received by the Association from time to time from members or others.
ARTICLE 14: AUDIT:
The accounts of the Association shall be audited by an auditor appointed annually by members in the General Assembly.
ARTICLE 15: INTERPRETATION AND SETTLEMENT OF DISPUTES:
All matters and disputes concerning the interpretation and application of the provisions of this Constitution shall be decided and settled by an Ordinary or Extra-Ordinary Meeting of the General Assembly.
ARTICLE 16: AMENDMENTS:
16.1 This Constitution may be amended by a two-third majority vote of the full members of the Association present at an Ordinary or Extra-Ordinary Meeting of the General Assembly.
16.2 In all cases notice of any proposed amendment shall be communicated to each member of the General Assembly at least 45 days before the date fixed for obtaining the vote of the General Assembly on the proposed amendments.
ARTICLE 17: DISSOLUTION OF THE ASSOCIATION:
The dissolution of the Association shall take place as follows:
17.1 The proposal for the dissolution of the Association and for the disposal of its assets and resources shall be discussed at an Extra-Ordinary Meeting of the General Assembly, convened solely for this purpose.
17.2 The proposal for the dissolution of the Association shall be submitted in writing to the Management Committee by at least one-fifth of the total number of the full members of the Association.
17.3 The members of the General Assembly shall be notified in writing, sixty days in advance, as to the meeting at which the dissolution of the Association will be discussed.
17.4 A resolution to dissolve the Association shall require the affirmative vote of two-thirds of the total number of the full members of the Association.
ARTICLE 18: INTERIM PROVISIONS:
18.1 This Constitution shall come into effect 60 days after at least one NDFI each in half of the member countries of the IDB has communicated adoption of this Constitution to the Provisional Management Committee or after at least one NDFI each in founder member countries has communicated adoption of the Constitution; whichever first happens. For the purposes of this article, a founder member country is one which was represented by one or more NDFIs at the 6th Annual Meeting of the National Development Finance Institutions of IDB member countries held on the 1st February 1985 in Dhaka, Bangladesh.
18.2 After adoption of this Constitution, the members of the Technical Working Group appointed by the National Development Finance Institutions of the member countries of the Islamic Development Bank during the Annual Meeting held in Jeddah March 1983, shall act as a Provisional Management Committee as well as a Provisional Secretariat until the Inagural Meeting of the General Assembly is held.
18.3 After requisite number of NDFIs, as per Article 18.1, have signified their adoption of the Constitution, the Provisional Management Committee shall call for the Inaugural Meeting of the General Assembly within a maximum period of one year.
18.4 In addition to any other item which the Provisional Management Committee may wish to put before it, the Inaugural Meeting of the General Assembly shall consider the following items:
a. Election of the Management Committee.
b. Appointment of the Secretary General.
c. Setting of the time table for the submission of the first budget and the annual programme of the Association, and for the submission of the draft rules and by-laws of the Association for the approval of the General Assembly.
d. Determination of legal steps necessary for the formalization of the establishment of the Association.
18.5 Subject to Article 11.1 (b) hereof and unless otherwise agreed amongst members of the Management Committee the retirement of one-third of the members of the Management Committee at each first and second annual meetings of the General Assembly shall be determined by lot. Such retirement shall not prejudice adequate geographical representation in the Management Committee.
ARTICLE 19: LANGUAGE:
This Constitution shall be available in Arabic, English, and French each of which shall be equally authoritative for the purpose of interpretation and deliberation.