CONSTITUTION OF THE ASSOCIATION OF NATIONAL DEVELOPMENT FINANCE INSTITUTIONS IN MEMBER COUNTRIES OF THE ISLAMIC DEVELOPMENT BANK
(This text includes amendments by the 23rd General Assembly Meeting held in Dakar/Senagal on 26 May 2007;
an amendment made by the 24th General Assembly in Jeddah on 31 May 2008; and,
an amendment made by the 28t1ı General Assembly in Khartoum on 01 April 2012
amendments made by the 29t1i General Assembly in Dushanbe on 19 May 2013
amendments made by the 31st General Assembly in Maputo on 11 June 2015.)
ARTICLE 1: NAME, HEADQUARTERS AND LEGAL PERSONALITY:
1.1 There is hereby established an Association to be known as The Association of National Development Finance Institutions in the Member Countries of the Islamic Development Bank, abbreviated as "ADFIMI", hereinafter referred to as the "Association".
1.2. The Headquarters of the Association is in Istanbul, Turkey. The address of the Association isSaka Mehmet Sokak No 13, Sultanhamam, Fatih, 34116, Istanbul – Turkey. The address changes within İstanbul will be made through a decision of the Management Committee.
1.3 The Association shall have its own legal personality in Turkey. In furtherance of its objectives and functions, the Association shall have full capacity to;
- institute legal proceedings;
- contract, acquire, and dispose of movable and immovable property; and
- do all such other acts that are necessary or incidental to the fulfillment of its objectives and functions.
ARTICLE 2: OBJECTIVES OF THE ASSOCIATION:
The Association shall have the following objectives:
2.1 To promote cooperation among members in all aspects and activities of development financing.
2.2 To promote an understanding of the development potential of member countries and hindrances in development with the aim of accelerating the realization of such potential.
2.3 To encourage research and studies for the purpose of developing ideas and methodology for development banking in accordance with Islamic Principles.
2.4 To develop joint resources and set up facilities for the training and improvement of members' human resources in all aspects of development financing and institutional development.
2.5 To promote establishment of joint venture projects with a view to accelerating the process of economic integration of member countries.
2.6 To conduct research and evaluation of techniques of development financing, promote innovations and to disseminate the results of such work among members.
2.7 To carry out or assign research and studies on the topics of common interest to members.
2.8 To organize and operate an information centre for all mutual use of data relevant to development financing activities.
2.9 To promote and facilitate networking and cooperation of members with other similar institutions or other regional or international organizations concerned with economic development and other objectives of this Association.
2.10 To exchange information with a view to promoting possible joint financing between enterprises through its members.
2.11 To act as the accreditation agency for certification and laying the criteria of good practices and quality education in financial sector industry.
ARTICLE 3: ACTIVITIES OF THE ASSOCIATION:
For the purpose of achieving its objectives, the Association shall undertake the following activities:
3.1 Organize periodic meetings of the executives or staff of the members to review and exchange information on topics of common interest.
3.2 Organize courses, seminars, conferences and other similar training and development activities for the members' staff and operate on permanent basis facilities for such activities
3.3 Organize and conduct activities and have access to training and information facilities of national organizations in member countries where such activities are considered to be beneficial to members. For these activities, the Association may seek access to the facilities of other regional or international organizations.
3.4 Make arrangements for exchange of staff amongst the member national development finance institutions (NDFIs).
3.5 Make arrangements on permanent basis and set up facilities for the exchange of knowledge, ideas, information and experience among members with regard to the economic development.
3.6 Operate facilities for the exchange of information regarding financial resources for the development and technical assistance purposes.
3.7 Promote active transfer of know-how and technology available within member institutions.
3.8 Collect data on matters relevant to the development from members and their countries and make arrangements for their utilization by members.
3.9 Arrange or assign research and studies on matters concerning members or the objectives of the Association.
3.10 When requested by members, disseminate brief profile information to financial circles outside the Association as well as among the members about investment projects to facilitate financing of such proposals.
3.11 Publish periodicals or other printed materials on subjects related to the Association's objectives and activities.
3.12 Gather information and arrange studies on professional manpower needs and resources of members to facilitate human resource development and to realize optimum utilization of professional manpower among members on voluntary basis.
3.13 Make representations on behalf of the members on all matters which concern the Association provided that such authorization is given by the authorized organs of the members.
3.14 Undertake any other activity which may advance its objectives.
ARTICLE 4: MEMBERSHIP:
4.1 Categories of Membership:
The Association shall have the following categories of membership:
a. Ordinary Membership. This shall be open to institutions of the Member Countries of the Islamic Development Bank which are engaged in the financing of development in industrial or other economic sectors as their main activity.
b. Associate Membership. This shall be open to:
- National, international, regional or sub regional institutions of the member countries of IDB which are engaged in development financing other than on the national level.
- International, regional and other organizations and development finance institutions in nonmember countries with which the Association may decide to establish and maintain a relationship under Article 2.9 of this Constitution.
- National institutions with limited national operations at state or provincial level.
c. Honorary Membership. This may be conferred by the General Assembly on individuals who have performed outstanding services in the field of development banking, or who have been closely connected with the profession of development banking and have provided outstanding services to the Association.
4.2 Admission to Membership:
a. Institutions eligible to ordinary or associate membership shall be admitted provisionally to membership on the vote of the simple majority of the Management Committee and the General Assembly shall be entitled to reconsider this decision at its first meeting following their admission.
b. Honorary Membership shall be conferred by the General Assembly upon recommendation of the Management Committee on a proposal received by it.
4.3 Procedure for Admission to Membership:
a. Eligible institutions seeking ordinary or associate membership in the Association shall submit applications in the prescribed form to the Secretary General.
b. The Secretary General shall submit applications for ordinary and associate membership to the first meeting of the Management Committee following the submission of such applications.
ARTICLE 5: OBLIGATIONS OF MEMBERS:
The ordinary and associate members of the Association shall have the following obligations:
5.1 To settle their financial obligations towards the Association in full and on time in US Dollars or in Euros.
5.2 To participate in all meetings called by the Association.
5.3 To participate and provide active contribution on any ad hoc tasks to be requested by the Secretariat of the Association.
5.4 To provide promptly information of reasonable nature to be requested by the Association in connection with the Association's objectives and functions.
5.5 To undertake, to the extent possible, any other assignment that may reasonably be required by the Association.
5.6 To cooperate and collaborate fully with the Association in the fulfillment of the Association's objectives and functions.
ARTICLE 6: RIGHTS OF MEMBERS:
6.1 The ordinary and associate members of the Association shall have the following rights:
a. to attend all meetings of the General Assembly and other meetings that may be organized by the Association;
b. to benefit through participation or other ways from such services of the Association as courses, seminars, conferences and similar activities;
c. to request the cooperation and the collaboration of the Association as may be available for technical assistance and information on matters of interest and concern;
d. to receive publications and other information that may be prepared by the Association;
e. to move any special resolution at the Annual General Meeting by giving notice thereof in writing to the Secretary General not less than thirty (30) days before the date of such meeting and the Secretary General shall include the item on the agenda and send a copy of such notice to every member as soon as practicable.
6.2 Associate members have the right to participate in all discussions and deliberations of the Association as the ordinary members but shall have no vote.
6.3 Honorary Members have the right:
a. to attend all meetings of the General Assembly and other meetings that may be organized by the Association;
b. to receive publications and other appropriate information that may be supplied by the Association.
6.4 Honorary Members may be invited by the Management Committee to attend meetings of the Management Committee on matters of interest and importance to the Association, and to serve on any Special Committee, from time to time, to study and advice to action taken on matters of interest or special importance to the Association.
6.5 Honorary members shall have no vote in the meetings that they attend.
ARTICLE 7: SUSPENSION OF MEMBERSHIP:
7.1 Membership of any member, who persistently fails to fulfill its financial or any other obligations under this Constitution, may be suspended or terminated on the vote of a simple majority of the General Assembly upon the recommendations of the Management Committee.
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 Audit Board
9.4 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;
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;
i. to review the activities of the Association including the activities of all its bodies;
j. 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 preferably during the Annual Meeting of the Islamic Development Bank and in the same venue as the latter or as decided by the Management Committee. 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:
- whenever requested by the Management Committee; or
- 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 appoint committees and persons in order to perform specific duties concerning the furthering of Association's objectives.
f. 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 term to the General Assembly for approval;
g. 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.
e. Where dictated by the circumstances, the Management Committee may also take decisions through distant communication such as teleconferencing, video conferencing, internet and the like and the signatures of the members shall be taken through a circular resolution or through secured e-signature.
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 the General Assembly. The auditor shall audit whether the books, accounts and records are kept in compliance with the current legislation and ADFIMI’s Constitution.
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 Turkish, Arabic, English, and French each of which shall be equally authoritative for the purpose of interpretation and deliberation.
ARTICLE 20 AUDIT BOARD
20.1 The Audit Board shall consist of three full members and three alternate members, selected by the General Assembly on majority of the attending members upon recommendation by the Management Committee for a period of three years from among the ordinary members.
20.2 The Board shall be responsible to check
- Whether the association is acting in accordance with its objectives
- Whether the books, accounts and records are kept in compliance with the current legislation and ADFIMI’s Constitution, and,
- To audit the accounts once a year and present the results to the Management Committee and to the General Assembly.
20.3 The Audit Board shall solely be responsible for the internal auditing of the Association and shall meet at least once a year or where dictated by the circumstances, the Audit Board may also take decisions through distant communication such as teleconferencing, video conferencing, internet and the like and the signatures of the members shall be taken through a circular resolution or through secured e-signature.
20.4 Any auditing may be carried out by the General Assembly, the Management Committee or independent audit firms. This, however, shall not relieve the Audit Board of its responsibility.
20.5 In the process of internal auditing one or more of observation, confirmation, recomputation, examination of documents, inquiry, substantive procedural techniques shall be used.
20.6 Authorities at the Association are obliged to show or hand over any and all the information, document or files or provide entry to the management offices, to institutions or their extensions upon demand.
ARTICLE 21 BOOK KEEPING
Association shall keep the books defined in Article 32 of Regulations of Associations of Turkey in accordance with the methods and principles given in the same regulations.