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1
Executive Bylaw
For Law No. 1 for the Year 2001
Concerning Associations and Foundations

2
Chapter 1
Nomenclature and Definitions

Article 1: This bylaw is to be called (the Executive Bylaw For Law No. 1 for
the Year 2001Concerning Associations and Foundations)

Article 2: The terms and expressions shown adjacent to each word or
expression, unless otherwise indicated from the context :

Republic: The Republic of Yemen.

Law: For Law No. 1 for the Year 2001Concerning Associations and
Foundations .

Ministry: The Ministry of Pensions and Social Affairs, or the Branch Offices at
the Governorates.

Minister: Minister of Social Affairs and labor .

Competent Ministry : Any ministry that is responsible for technical supervision
over the po sition and activities of Associations or Foundation in accordance
with the law, or its internal regulations.

Competent administration: The administration on Associations and
Foundations in the ministry or the Branch Offices at the Governorates .

Associat ion: Any popular association established in accordance with this law
by natural persons the least number of which is 21 persons at the time of
application for the establishment thereof and 41 persons at the constituent
meeting, the primary purpose of which is the realization of a common benefit
for a specific social group, or to undertake activities/functions that are of a
public benefit, and which does not seek from its activities to generate a
financial profit for its members, and the membership of which shall be open in
accordance with the conditions spelled out in the organizational procedures.

Foundation: Any popular institution established in accordance with the
provisions of this Law, for a limited or unlimited time, by one or more natural
or legal person, in order to undertake a public benefit function, without aiming
to generate a financial profit, and its membership shall be confined to its
founders only.

Contract: The establishing contract of the association or foundation

3
The Articles of Assoc iation: The Articles of Association of an association or
foundation.

General Assembly: The total number of the founders and members of the
association.

The Board of Directors: The Board that is elected by the Genera1 Assembly.

The Board of Trustees: The Board of Directors of the Foundation.

The Control Committee: The Committee elected by the General Assembly.

Governorate Federation: This is a legal entity, which is composed of a
number of associations and foundations, notwithstanding what their ty pe is,
within the same governorate.

Federation of a Specific Type: This is a general federation of associations
and foundations of the same type, which seek to achieve common specific
objectives, in a specific area in the range of their geographical area s or
throughout the Republic.

General Federation: This is a general federation of associations and
foundations which consist of the Governorate Federations and Federations of
Associations and Foundations of the same type.

General Board: The General Boa rd of the Governorate Federation or the
Federation of a Specific Type of Associations and Foundations.

General Congress: The General Congress for the Governorate Federation,
Federation of Specific Type or General Federation of Associations and
Foundation s.

Executive Office: The Executive office of the Governorate Federation,
Federation of Specific Type or General Federation of Associations and
Foundations.

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Chapter 2
Governmental Supervision On Associations and Foundations and
their federatio ns

Section 1:
Legal and control supervision of the ministry

Article 3: The ministry, represented by the competent administration takes
over the responsibility of legal and control supervision on associations and
foundations and their federations to pres erve the law and this bylaw, and in
order to achieve that, it may apply the following tasks and mandates:

1- registering and proclaiming of associations and foundations and their
federations, and issuing their registration certificates
2- attending the electio ns of associations and foundations and their
federations, and organizing them in a sound democratic way
3- inspecting and revising administrative and financial issues of
associations and foundations and their federations to check their
compliance with the pro visions of the law and this bylaw and the articles
of association, and to take measures against violations in a way that
shows no contradiction with the law, this bylaw or any other relevant law
4- Issuing bylaws on the process of legal supervision and the ex ecutive
procedures for the establishment, registration and proclamation of
associations and foundations and their federations, and their electoral
regulations
5- Offering advice and technical aid to associations and foundations and
their federations at their request , as well as supporting and fostering
them in a way that guarantees their success and the achievement of
their goals.
6- Issuing Articles of association, and model establishment contracts for
associations and foundations.

Article 4: The ministry has t he right to suspend any resolution taken by the
board of directors/the board of trustees/the general board/the executive office
in case it violates the provisions of the law or this bylaw, this board or office
has the right to petition for the minister, an d may recourse to court.

Section 2:
Technical Supervision of the competent Ministry

Article 5: The competent ministry shall – in coordination with the ministry –
take over the task of technical supervision over the activities of associations

5
and foundati ons and their federations, and in order to achieve that, it may
apply the following tasks and mandates:

1- Offering technical advice and aid to associations and foundations and
their federations when planning and practicing their activities, and at
their req uest, as well as supporting and fostering them in a way that
guarantees their success and the achievement of their goals.
2- Issuing bylaws competent with organizing the process of technical
supervision over the activities of associations and foundations and their
federations.

Article 6: If the activity conducte d by the association or foundation requires a
license from the ministry, the association or foundation is not allowed to
conduct or announce this activity, or allow someone else to conduct it in a
plac e it controls until the license is acquired from the competent ministry

Chapter 3
Establishment of Associations and Foundations

Section 1:
Procedures and conditions of establishment

Article 7: A – The registration application of the association or foun dation
should be filed to the competent administration in written form and in
accordance with the model prepared by the ministry, taking into consideration
that it should be signed by 21 of the founders at least in the case of the
association, and by the f ounder/founders, whoever legally stands for them or
the person assigned to perform this task in the case of the foundation.

B- The following documents should be attached to the application:

1- Three copies of the article of association, the establishment contract of
the association or foundation to be established
2- A list of the full names of the founders showing their address,
occupation, age, signature and a photocopy of his ID document or
passport
3- A resolution of the founders showing the na me of the person(s)
assigned to pursue the procedures of registration in accordance with
the model ratified by the ministry
4- The suggested title for the association or foundation, with two substitute
titles

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5- A bank certification that the amount set for the e stablishment of the
foundation was deposited
6- Any other documents required by the registration application model

Article 8: A – The competent administration should check that all required
documents are attached before handing over the receipt

B- The application is to be registered at the competent
administration. The applicant(s) should be given a receipt showing the
received material and the date of registration and the date of revision, signed
by the officer in charge, in accordance with the model ratified by the ministry

C – It is a prerequisite that the name of the association or foundation
signifies its objectives and activities, and that it is not similar to any other
standing association or foundation in its geographical domain.

Section 2:
The provisions on establishing branch offices of Associations and
foundations

Article 9: A – The association may conduct an activity through a branch office,
it may as well conduct an activity outside the domain of the governorate
where its head office is established, in this case this activity falls under the
authority of article 6 of this bylaw

B- If the association establishe s a branch office in the governorate
where its head office is established, or else where in the governorates of the
republic, this branch office should in all its activities follow the instructions of
the association as an extension of it, the branch office is not allowed to do
otherwise.

Article 10: A – Branch offices have the right to be rep resented in the board of
directors of the association, by the ratio devised by the general assembly and
in accordance with the size of the association

B- The association may prepare a bylaw or regulation for the
branch office, that is iss ued by resolution of the board of directors after the
agreement of the general assembly, that shows:

1- The location of the branch office
2- The type of activity it may conduct
3- Its geographical domain
4- Financial appropriations of the branch office
5- Permanent sour ces of funding of the branch office

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6- Director(s) of the branch office and how he/they are chosen
7- The relationship between membership in the association and
membership of the branch office
8- The period for which the branch office is active, if limited

Article 11: The Foundation that seeks to establish a branch office or more in
any governorate may apply to the competent administration with a registration
application in accordance with the model prepared by the ministry with a
resolution of the founder/founders of the foundation attached, showing the
reasons behind the establi shment of this/these branch office(s). The articles
of association of the foundation should define the way the branch is to be
directed, the structure of the branch office and its relations hip with the
foundation

Section 3:
Proclamation and certificate of registration

Article 12: A – The competent administration should proclaim the association
or the foundation within a month of receiving the registration application,
unless the competent administration rejects the application with a justified
decree.

B- The competent administration proclaims the association or
foundation by recording its articles of association in the relevant register, after
the completion of elections an d the publishing of the registration summary in
a governmental newspaper on the expenses of the association or foundation

C – If the month is to pass, without issuing a decree of acceptance
or rejection, the application is to be considered accepted by the force of the
law. The competent administration, based on the request of those it concerns,
shall perform the recording, and proclaim the association or foundation in
accordance with section b of this article.

Article 13: A – Taking into co nsideration the period of time stated in article 12/c
of this bylaw, the ministry has the right to object to whatever it sees in
contradiction with the provisions of the law, this bylaw or any of the other
laws, by sending a justified notification to the a ssociation or foundation. The
association or foundation has to remove those contraventions in the period
defined in the notification.

B- The legal personality of the association or foundation is
established by the recording of its articl es of association in the relevant
register at the competent administration

8
C – During ten days of a decree of rejection, the ministry has to
inform the founders of the decree by registered mail or delivery by hand . The
founders have the r ight, within 60 days of being informed, appeal to the court
of competent jurisdiction .

D – The competent administration has to issue the certificate of
registration within ten days of the date of proclamation in accordance with the
provi sions of the law

Article 14: The competent administration should keep copies of the
documents related to the registration of the registered and proclaimed
association or foundation, and managing their registers especially the
following ones:

1- Establishme nt applications register
2- Proclamation register
3- Issuing licenses register
4- Subsidies register
5- Exemptions register
6- General data register

Article 15: Every member of the association of foundation or any competent
person has the right to reach the documents related to the registration and
proclamation of the association or foundations, and acquire copies or
certificates of them, after paying 200 riyals for every copy or certificate.

Chapter 4
The rights and duties of associations and foundations and their
financial resources

Section 1:
The rights of associations and foundations

Article 16: The association or foundation has the right to:

1- Rent and own the real estate needed for its activities
2- Contract employees to run its activities
3- Open bank accounts in it s name, and perform the regular banking
procedures needed for its activities
4- Conduct its activities in its head office or branch offices in governorates
5- Invest its extra finances in short term and easily liquefiable investments
6- Using the help of local or f oreign advisory offices to perform the studies
needed for its activities, programs, plans or to improve its performance.

9
7- Appeal to the court of competent jurisdiction against any measure taken
against it by the ministry or any of the bodies of the state.

Article 17: The association or foundation may, as long as the ministry is
informed, receive material or financial aid from a foreign person or a foreign
institution or from a representative of any of them in the republic, and may as
well send any of the af orementioned abroad to persons or institutions for
humanitarian causes, the association or foundation should provide the
ministry with the following data:

A- The title of the association/foundation that will receive the aid and the
number and date of its reg istration
B- The name of the foreign person, the foreign institution or its
representative in the republic, and the name of the country they belong
to and the location of their head office
C – The purpose for receiving or sending such aids
D – The amount of money rec eived or sent
E- The method of receiving or sending this money

Article 18: A – The association or foundation may perform any activity at the
request or demand of a foreign institution after acquiring a permission from
the minister in accordance with an applic ation showing the following:

1- The title of the association/foundation that will perform the activity and
the number and date of its registration
2- The name, address and nationality of the foreign institution
3- The main activity of the foreign institution, and the country(ies) where it
is active
4- The nature and purpose of the activity and its timeframe.

B- The minister should review the application within 30 days of its
filing date, and the ministry shall inform the association or foundation o f its
decision by registered mail or delivery by hand, within ten days of the issuing
of the decree.

Article 19: The Association or foundation may, in compliance with the law,
enjoy the following advantages:

A- Exemption from all taxes on all its resources

B- Exemption from taxes and customs on whatever it may import of
goods, machines, instruments, spare parts, and primary material
(manufactured or not) that are needed for the achievement of its
objectives, by pursuing the following procedures:
1- Filing a writt en application to the minister

10
2- The minister should review the application with 30 days of its filing
date
3- If the minister agrees, the application and its attachments is
transferred to the minister of finances to review it within 30 days, if
he agrees, the ministry should hand the association or foundation
the decree of exemption as soon as the documents proving the
purchase of the exempted materials are filed.
4- If a decree of rejection was issues, the association or foundation
has the right to appeal to the court of competent jurisdiction

C – Exemption from customs on all it may receive of gifts and aids
from abroad, that are needed to achieve its objectives based on the
suggestion of the minister and the agreement of the minister of
finances

D – The fare fo r water and electricity for houses apply to the head
offices of associations and foundations, with 50% discount.

Section 2:
The duties of associations and foundations

Article 20: The Association or foundation registered in accordance with the
law and this bylaw is committed to the following:

1- Serving, improving, expanding, and increasing public awareness
of the problems of the activity or sector that it was established for
and their solutions.
2- Notifying the competent administration of any amendment o f its
articles of association within 30 days of the decree.
3- Show its title, address, head office, registration no. and
geographical domain on all its registers, records and every other
publication or correspondence
4- Making the certificate of registration vi sible in its head office and
branch offices if existent.
5- Not practicing any activity of partisan nature, related to electoral
campaigns, or appropriating any portion of its resources to that by
direct or indirect means.
6- Notifying the ministry beforehand wh en receiving material or
financial aid from abroad, or when sending any of the
aforementioned abroad for humanitarian reasons.
7- Not executing any activity at the request or demand of a foreign
institution without the agreement of the ministry

11
8- Not dealing wi th any of its fixed assets defined by the minister in
coordination with the minister of finances within 5 years of its
exemption date, unless due taxes and customs are paid for them.
9- Not soliciting the public for donation without the agreement of the
boar d of directors or the board of trustees.
10 – Confining itself to spending its resources in the purposes
defined in its articles of association
11 – Not practicing or participating in any commercial activity that is
not in harmony with the objectives of the association or foundation,
especially those that constitute a financial risk.
12 – Confining itself to the provisions of the law, this bylaw and its
articles of association when practicing its activities.

Article 21: A – The association or foundation shoul d at least keep registers
showing the following :

1- Membership and subscriptions
2- Correspondence, ordered with easy -to -follow serial numbers.
3- Meetings of the board of directors or board of trustees.
4- Meetings of general assembly, or founders
5- The projects finan ced, wholly or partly, by the association or foundation,
the appropriated money for each project and the amount of money
spent on every project
6- Banking register
7- Activities of solicitation, and the money collected
8- Financial resources, and the dates of thei r attainment.
9- Proprieties
10 – Expenditure, bodies receiving the money spent, with valid
documentation

B- The association or foundation should file the following reports
to the ministry annually:

1- Activities and projects report (in two copies )
2- Financial report containing the balance sheet , with an explanatory
memorandum. All reports should be ratified by the general assembly in
its regular annual meeting or the board of trustees, in accordance with
assets, and filed within the timeframe define s by the law (in two copies)
3- Reports of the control and inspection committee or the legal
accountant, ratified by the general assembly or the board of trustees.

C – The association or foundation should keep those registers for at
least five ye ars from their closure.

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D – The association or foundation should keep their financial
reports for at least nine years from their issuing date

E- Every member or competent person may review the registers
and reports mentione d in passages A and B of this article

Section 3:
The financial resources of associations and foundations and their
financial regulations

Article 22: Taking into consideration the privacy of the financial resources
mentioned in passages 1 and 2 of this ar ticle, the financial resources of
associations and foundations are constituted by the following:

1- Membership fees and subscriptions of the members of an association
2- Appropriated money that was allocated by the founder(s) of a
foundation
3- Aids, subsidies, do nations, endowments and unconditioned gifts,
whether from government institutions, national or foreign institutions
and organizations, and in a way that is not in contradiction with the laws
in action.
4- Benefits of the assets of the association or foundatio n, or the economic
activities it undertakes .
5- Any other resources stated by the articles of association that are
agreed by the board of directors or board of trustees, and are in
compliance with the laws in actions.

Article 23: A – the fiscal year of the a ssociation or foundation starts on the first
of January every year, and ends on December 31 of the same year, except
the year of establishment, where the fiscal year starts on the date of
proclamation of the association or foundation, and ends on December 31 of
the next fiscal year

B- The money of the association or foundation is deposited at the
bank defined by the board of directors or the board of trustees

C – The association or foundation may keep an amount of money
with the fund trustee that covers the expenditure of no more than two months

D – In order to spend any amount of money, the expenditure permit
should be signed by the head of the board of directors or the head of the
board of trustees or w hoever stands for him by the authority of a written
deputation, and the financial officer.

13
Article 24: A – All amounts spent from the money of the association or
foundation should be for the achievement of its objectives, and should be
spent in accordance with the spending regulations devised by the legal
accountant.

B- Any association or foundation whose capital is more than a
million riyals annually should be audited by an independent authorized legal
accountant, so that the auditing is performed within no more than three
months from the end of the fiscal year, defined in article 23 -A

C – The association or foundation is not allowed to solicit the public
or receive donations but through receipts issued by the association or the
foundation and signed by the commissioned member and stamped with
stamp of the association or foundation

Article 25: The capital of the association or foundation should be enough to
achieve its objectives. A portion of this capital may be in the f orm of assets,
but with the maximum of 50% of all the capital.

Chapter 5
Membership of Associations and Foundations

Section 1:
Membership of Associations

Article 26: A – The membership of associations is open, and anyone who
wants to join an association is stipulated to:

1- Fulfill all the conditions of membership as stipulated by the articles of
association
2- Filing a membership application to the chairman of the board of
directors

B- The board of directors should revie w the application and decide
whether to accept or decline the application within one month from the filing
date, the lack of a decision is considered an acceptance after this pe riod of
time .

C – If the application is rejected within the aforementioned period,
the applicant has the right to appeal to the ministry within one month from the
date of his notification of the decision, if the ministry upholds the decision of
rejection, the applicant has the right to appeal to the court of compet ent
jurisdiction within 60 days of his notification of the decision.

14
Article 27: The member of the association has the following rights:

1- Attending the meetings of the general assembly, and expressing his
opinions and suggestions in the subjects and issue s being discussed
2- Voting on the decisions of the general assembly
3- Nomination for the membership of the board of directors, the control
committee or anything else
4- Any other rights stated by the articles of association

Article 28: The member of the associat ion is committed to the following
duties:

1- Paying his subscription fees in the due dates stated in the articles of
association
2- Attending the meetings of the general assembly or any other meeting to
which he is invited by the board of directors or the contr ol committee
3- Executing the tasks assigned to him by the general assembly or the
board of directors.
4- Abiding by the provisions of the law, this bylaw and the articles of
association when performing any tasks related to the activities of the
association
5- Any other duties stated by the articles of association, and that are not in
contradiction with the laws and bylaws in action

Section 2:
Membership of Foundations

Article 29: A. Membership of foundations is limited to the founding members
only.

B- A founding member of the foundation is stipulated to:

1- Have no criminal records
2- Enjoy all his civil rights

Chapter 6
Administration of Associations and Foundations

Section 1:
Administration of Associations

First: the general assembly

15
Article 30: The general assembly consists of all the members that have
fulfilled their obligations in accordance with the articles of association, and
have been members for 3 months at least

Article 31: A – The chairman of the b oard of directors calls the general
assembly to convention for a regular meeting at least once a year, and within
one month from the finalization of auditing

B- The call to convention should be by advertisement in official
means of info rmation and at least two weeks before the date of the meeting.
It should make clear the time and place of the meeting and its agenda, the
board of directors should send a copy of the papers to be discussed in the
meeting to the competent administration an d the federation to which the
association belongs at least two weeks before the meeting

C – The member of the general assembly is not allowed to deputize
another member to attend the meeting for him, or to vote for him.

D – The general assembly is not allowed to discuss anything
outside its agenda

Article 32: A -The convention of the general assembly is considered valid by
the presence of the absolute majority of its registered members (50% + 1), if
the quorum is not fu lfilled, the meeting is postponed for no more than one
week, if the quorum is not fulfilled in the second meeting, the meeting is
postponed for 24 hours, and then the convention is considered valid by the
presence of any number of the registered members

B- Taking into consideration the provisions of article 20 of this
bylaw, the resolution s of the regular general assembly are issued by the
majority of the present members, and the resolution s of the irregular general
assembly are issued by the absolute majority of the members of the
association(50% + 1)

Article 33: The general assembly in its annual regular convention undertakes
the following tasks and mandates:

1- Ratifying the reports of the board of directors and the control committee
for the past fiscal year, and endorsing the action plan for the next fiscal
year
2- Ratifying the report of the legal accountant, including the expenditure
and revenues of the association and its financial situation for the past
fiscal year
3- Ratifying the balance sheet of the past fiscal year
4- Endorsing the estimate budget of the next fiscal year

16
5- Electing the chairman and members of the board of directors and the
control committee
6- Appointing a legal accountant and setting his payment
7- Endorsing the establishment bran ch office(s) of the association, and
agreeing on its/their regulation
8- Any other issues stated by the articles of association or introduced by
the board of directors

Article 34: The member of the association is not allowed to vote if he has
personal intere st in the subject at hand, with the exception of the election of
the board of directors and the other boards and committees related to the
association

Article 35: The general assembly in its irregular convention reviews and
decides as regards the followin g issues:

1- The amendment of the articles of association
2- Dissolving, merger or break up of the association
3- Votes of confidence in all or some of the members of the board of
directors or the control committee
4- Agreeing to join an Arab, regional or internation al organization,
association or federation outside the republic.
5- Endorsing the vending or mortgaging of the properties of the
association
6- Any other issues stated by the articles of association

Second: the board of directors

Article 36: A – A board of dire ctors of no less than 5 and no more than 10
members undertakes the task of administering the association, to be elected
by the general assembly from its members by secret balloting.

B- The articles o association defines the condition of nomination
for membership of the board of directors

C – The term of the members of the board of directors is three years

D – The same person may not hold the member ship of the board of
director and have a paid job at the a ssociation at the same time, unless a
resolution as such is issued by the general assembly

Article 37:
1- In case there were members of foreign nationalities, the ratio of the
Yemeni members of the board of directors should be at least equal to the
represent ation of Yemeni citizens in the general assembly

17
2- The same person may not hold the membership of the board of director,
and work for the ministry or any other public body that deals with
supervision or control over the association and its funding at the sam e
time, unless an agreement was issued by the ministry for reasons of
public interest. This prohibition is limited to the leaderships of the
aforementioned bodies from director of administration or higher, of those
who conduct actual administrative work.

Article 38: The board of directors undertakes the following tasks and
responsibilities:

1- Distribution of tasks and responsibilities among its members by means
of consent, or by the majority of votes.
2- Signing contracts with any other body when executing a p roject, in a
way that bears no contradiction with the law, this bylaw or the articles of
association
3- Choosing the bank at which the money of the association is to be
deposited
4- Defining the amount of money to be invested in short term investments
5- Preparing the projects of annual reports on the activities of the
association, its branch offices and the amounts of money it spent, in
order to introduce them to the general assembly for ratification
6- Appointing an executive director for the association, and definin g his
tasks
7- Organizing the general assembly meetings
8- Preparing the project of the estimated budget for the next fiscal year
and introducing it to the general assembly for ratification
9- Preparing projects of amendment of the articles of association,
liquidat ion, merger or breakup and introducing them to the general
assembly for ratification
10 – Preparing the project of the balance sheet of the past fiscal year, and
revising the report of the legal accountant, and introducing them to the
general assembly for ratif ication
11 – Preparing the financial and administrative regulations for employees
12 – Hiring the employees needed for the activities of the association, and
dealing with the issues of their hiring, salaries, disciplinary measures
and dismissal.
13 – Creating temporary o r permanent committee (s) that may deputize the
board in performing certain tasks defined by the resolution of creation
14 – Any other tasks or responsibilities stated by the articles of association

Article 39: A – The board of director meets regularly at least once a month by a
written invitation of its chairman or who deputizes him, and it may hold
exceptional meetings based on a justified requisition of its chairman ,two
thirds of its members or one third of the members of the general assembly

18
B- The member of the board of directors is not allowed to skip its
meetings without an acceptable excuse that is introduced at least 24 hours
before the meeting, and any member who skips three consecutive meetings
without excuse is considered resigned.

C – The member of the board of directors is not allowed to
participate in discussion or voting on any issues if he or one of his relatives
up to fourth degree has personal or financial interest

D – The resolutions of the board of directors are issued by the
absolute majority of the present members, and if the two sides are equal the
side where the chairman is wins the vote.

Article 40: A – If the position of one of the members of the board of directors
becomes vacant for any reason, he is to be substituted by the member with
the highest votes in the last elections

B- If the vacant positions become one third or more of the positions
of the board of directors in a way that makes its legal convention difficu lt, the
chairman of the board or the remaining members should call the general
assembly to convention for an irregular meeting within 30 days to:

1- Fill the vacant positions if the period of time remaining in the term is
more than 6 months
2- Elect a new board of director if the period of time remaining in the term
is less than 6 months

C – If the general assembly was not called to convention within the
period stated in section B of this article, the ministry may call the general
assembly to c onvention for an irregular meeting to fulfill one of the two
purposes stated in section B of this article, within 30 days after the end of the
aforementioned period

Article 41: The chairman of the board of directors undertakes the following
tasks and resp onsibilities:

1- Presiding over the meetings of the board of directors and the general
assembly
2- Calling the board of directors and the general assembly to convention
3- Ratifying the agendas of the meetings of the board of directors and the
general assembly and watching over the execution of their resolutions
4- Representing the association before other bodies
5- Signing financial documents and checks with the financial officer in
accordance with the articles of association of the association

19
6- Supervising all the activ ities of the association and its subordinate
committees
7- Any other tasks or responsibilities stated by the law, this bylaw and the
articles of association

Third: the control committee

Article 42: A – A control committee shall be created for every associat ion, that
consists of at least three members, chosen by the general assembly through
secret elections

B- The term of membership of the control committee is three years

C – The same person is not allowed to be a member of the board of
directors and the control committee at the same time

Article 43: The control committee undertakes the following tasks and
mandates:

1- Monitoring the activities of the board of directors to inspect its
commitment to the articles of association and the laws and bylaws in
action
2- Revising all the documents of expenditure and preparing a report on
them and introducing it to the general assembly
3- Expressing opinion in the matters of importance to the association and
responding to whatever the board of directors introduces to it
4- Following up with and studying the reports of the ministry concerning
the activities of the board of directors, and preparing replies and
introducing them to the general assembly
5- Preparing an annual report on the activities and results of control and
inspection it led, and introducing it to the general assembly in its annual
regular meeting for ratification
6- Any other tasks or responsibilities stated by the articles of association

Section 2:
Administration of F oundations

The Founder(s)

Article 44: The founder(s) of the foundation have the same mandates as
those of the general assembly of an association in accordance with the
articles of association of the foundation

The Board of trustees

20
Article 45: The found ation is administered by a board of trustees of at least
three members appointed by the founder(s), the founder(s) may be
member(s) of the board of trustees

Article 46: The board of trustees takes over the following tasks and
responsibilities:

1- Signing co ntracts with any other body when executing a project, in a
way that bears no contradiction with the law, this bylaw or the articles of
association
2- Choosing the bank at which the money of the foundation is to be
deposited
3- Hiring a legal accountant for the f oundation
4- Preparing the annual reports on the activities of the foundation, its
branch offices and the amounts of money it spent, in order to introduce
them to the founder(s) for ratification
5- Appointing an executive director for the foundation, and definin g his
tasks in accordance with the articles of association
6- Signing contracts and documents needed for the activities of the
foundation in accordance with the articles of association
7- Organizing the meetings of the board
8- Preparing the project of the estimate d budget for the next fiscal year
9- Preparing projects of amendment of the articles of association,
liquidation, merger or breakup
10 – Preparing the project of the balance sheet of the past fiscal year, and
revising the report of the auditor
11 – Preparing the fina ncial and administrative regulations for employees
12 – Hiring the employees needed for the activities of the foundation, and
dealing with the issues of their hiring, salaries, disciplinary measures
and dismissal.
13 – Creating temporary or permanent committee(s) th at may deputize the
board in performing certain tasks defined by the resolution of creation
14 – Any other tasks or responsibilities stated by the articles of association

Article 47: A – The board of trustees meets regularly at least once every three
months by a written invitation of its chairman or who deputizes him, and it
may hold exceptional meetings based on a justified requisition of its chairman
,two thirds of its members or the founder(s)

B- The member of the board of trustees is not a llowed to skip its
meetings without an acceptable excuse that is introduced at least 24 hours
before the meeting, and any member who skips three consecutive meetings
without excuse is considered dismissed.

21
C – The member of the board of t rustees is not allowed to deputize
another member to attend the meeting for him, or to vote for him.

Article 48: A – The member of the board of trustees is not allowed to
participate in discussion or voting on any issues if he or one of his relatives
up to fourth degree has personal or financial interest

B- The same person may not hold the membership of the board of
trustees, and work for the ministry or any other public body that deals with
supervision or control over the foundation and i ts funding at the same time,
unless an agreement was issued by the ministry for reasons of public interest.
This prohibition is limited to the leaderships of the aforementioned bodies
from director of administration or higher, of those who conduct actual
administrative work.

Third: the control committee

Article 49: Taking into consideration the provisions on foundations stated in
the law and this bylaw, the provisions of article 42 and 43 of this bylaw apply
to the control committee of the foundation as r egards its formation, conditions
of membership and specification of tasks.

Chapter 7
Non -Yemeni Associations and Foundations
Section 1: The provisions on opening branch offices for non -Yemeni
Associations and foundations

Article 50: A – The non -Yemeni as sociations and foundations established by a
law or in accordance with an international convention signed or to be signed
by the Yemeni republic are administered by the articles of association of
these associations and foundations, and as regards any issue not mentions in
these articles of association, they shall follow the provisions of the law and
this by law

B- The amendment of the articles of association of these
associations and foundations follows the measures and procedures stated by
the articles of association themselves, if none is existent, they follow the
provisions of the laws or conventions by which they were established, if none
existent, the follow the provisions of the law and this bylaw.

Article 51: A – Non -Yemeni Associations and foundations may seek
permission to conduct one or more of the activities of the associations and
foundations in the republic, the application is introduced to the competent

22
administration at the ministry of planning and international coope ration,
showing the following data:

1- The treaty or convention on which the association or foundation base its
requisition, if none existent, the requisition is to be considered a
suggestion of an agreement, that becomes an agreement after the
ratification of the ministry of planning and international cooperation and
the endorsement of the representative of the non -Yemeni association or
foundation.
2- The type of activity sought to be conducte d, its geographical domain
and timeframe.
3- The estimated budget of thi s activity and its financial resources

B- The following documents should be attached to the
application:

1- An official copy of the articles of association
2- An official copy of the resolution of the authority of the non -Yemeni
association or foundation concerning the suggested activity.

Article 52: The competent administration at the ministry of planning and
international cooperation, before agreeing on the requisition and signing its
agreement, should send a complete description of the r equisition and the type
,timeframe, financial resources and geographical domain of the activity
competent , as well as sufficient information of the non -Yemeni association or
foundation to the ministry. The ministry should respond within 15 days of the
rece iving of the aforementioned description.

Article 53: In case the ministry of planning and international cooperation
accepts the application of the non -Yemeni association or foundation, an
agreement is held between the two, that should show the type ,timef rame,
financial resources and geographical domain of the activity competent . This
agreement may take the form of mutual correspondence, and in any case
should take place within sixty days of the application.

Article 54: A – A copy of the agreement should b e transferred to the ministry
by the competent administration at the ministry of planning and international
cooperation or by the non -Yemeni association or foundation

B- The non -Yemeni association or foundation whose agreement
includes mo re than one activity, may seek to confine its activities to some of
the ones permitted, and it may seek the continuation of the rest of activities
during the time of the agreement by seeking permissions later.

23
Article 55: The ministry issues the permiss ion to conduct the competent
activity, within 15 days of receiving the copy of the agreement mentioned in
article 54

Section 2: The rights and duties of the branch offices of the non –
Yemeni Associations and foundations

Article 56: The branch office of t he non -Yemeni association or foundation has
the right to:

1- Rent or own the real estate needed for its activities after acquiring the
agreement of the Council of Ministers in accordance with legislations in
action
2- Opening accounts at any acknowledged bank a nd performing the
regular banking procedures in compliance with the
laws/regulations/instructions of the monetary authority in the republic.
3- Using the help of local or foreign advisory offices to perform the studies
needed for its activities, programs, pla ns or to improve its performance.

Article 57: The branch offices of the non -Yemeni associations or foundations
follow the provisions of Chapters 2 and 3, and section 2 of chapter 4, in a way
that bears no contradiction with this chapter and the internatio nal conventions
to which the Yemeni republic is a party.

Article 58: The standing branch offices of the non -Yemeni associations or
foundations should reorganize their legal positions in accordance with the law
and this bylaw.

Chapter 8
Federation of a sp ecific type

Section 1: Procedures and Conditions of establishment

Article 59: Associations or foundations may establish a federation of a
specific type on the level of the governorate or the level of the republic if the
following conditions concurred:

1- That the number of these associations or foundations is no less than
ten associations or foundations
2- That these associations or foundations aim at achieving or funding a
mutual activity that is defined in their articles of association

24
3- That these association s or foundations enjoy legal status in accordance
with the law and this by law, and none of which has been suspended or
liquidated by court order

Article 60: taking into consideration the provisions of article 59, the
associations or foundations aiming at establishing a federation of a specific
type should create a preparatory committee of no less than 5 of their
members that undertakes the tasks of pursuing the establishing procedures,
preparation of its articles of association and organization of its est ablishing
meeting in accordance with the rules and procedures of establishing
associations and foundations stated by the law and this by law, and wit no
contradiction to the nature of the federation

Article 61: The federation of a specific type enjoys leg al status and
undertakes the following tasks and responsibilities:

A- Preparing a database and providing sufficient information on the
associations and foundations active in its geographical domain
including the relevant studies and researches, as well as th e local and
international conferences related to their activities.
B- Publishing a guide on the associations and foundations in its
geographical domain to introduce them to citizens and incite them to
participate in their activities
C – Leading social researches in its geographical domain and participating
in the social researches led by the general federation of associations
and foundations
D – Coordinating the efforts of its member associations and foundations to
guarantee cooperation
E- Evaluating the services provide d by the associations and foundations in
the view of the needs of the community and the available resources
F- Organizing programs of technical and administrative training for the
employees and members of associations and foundations
G – Studying the problems of funding and working on solving them

Section 2: Membership of Federations of a specific type

Article 62: A – Any association or foundation may join a standing federation of
a specific type in accordance with the following procedures and conditions:

1- Fil ing a written application to the chairman of the executive office of the
federation
2- That the association or foundation enjoys legal status
3- That the association or foundation fulfills all conditions stated by the
articles of association of the federation

25
4- Th e agreement of the general assembly or the founder(s) on the
application

B- The executive office of the federation should review the
application within thirty days of its filing

C – The executive office is not allowed to re ject the application as
long as the conditions are fulfilled, and in case of rejection, the applicant may
appeal to the minister within one month from his notification of the rejection
decision

Article 63: A – The articles of association of the federation defines the value
and method of payment of subscriptions and membership fees

B- The representative of an association or foundation at the
federation is not allowed to participate in the meetings of the general board,
or nominate himself f or the membership of the executive office or the control
and inspection committee unless the association or foundation he represents
has paid its subscription in accordance with the articles of association of the
federation

Article 64: A – the membership o f an association or foundation in a federation
of a specific type is annulled in any of the following cases:

1- A resolution of liquidation, break up, or merger is issued
2- Delay in payment of subscriptions
3- Performing actions that may cause considerable materi al or moral
damage to the federation

B- The annulment of membership takes place through a resolution
of the executive office showing the title of the member and the reason(s) of
the annulment and its date

C – Tho se of annulled membership are to be notified within thirty
days from the resolution of annulment

D – The member whose membership has been annulled has no
right to retrieve the subscriptions, membership fees, gifts or donation it has
paid t o the federation, and it has no right to the money of the federation

E- Membership could be given back to a member whose
membership has been annulled for delay of payment, if it pays the due
amount in accordance with the articles of assoc iation to the federation

26
Section 3: Financial resources and financial regulations of the
federation

Article 65: A – the financial resources of the federation consist of the following:

1- Membership fees
2- Subscriptions of the member associations and founda tions
3- Donations, gifts, aids, and unconditioned grants that bear no
contradiction to laws and bylaws in action
4- Endowments
5- Any other resources stated by the articles of association, that are
accepted by the executive office and that bear no contradiction to laws
and bylaws in action

B- The fiscal year of the federation starts on the January 1 every
year and ends on December 31 of the same year, except the year of
establishment, where the fiscal year starts on the date of proclamation of the
federation , and ends on December 31 of the next fiscal year

C – The money of the federation is to be deposited at the bank
defined by the executive office

Article 66: A – It is condition in order to spend any of the money of the
federati on, that the permission of expenditure is signed by the chairman of
the executive office or who substitutes for him and the financial officer

B- All they amounts to be spent from the money of the federation
are to be spent to achieve its objectives and in accordance with the
expenditure procedures defined by the legal accountant

C – The accounts of the federation are to be audited every year by
an independent legal accountant. The auditing should take place within three
mo nths from the end of the fiscal year.

D – The federation is not allowed to solicit the public for donations

E- The federation should keep a special register for donations and
grants

Section 3: Bodies of the federation

First: the general board

27
Article 67: A – The general board of the federation consists of all the
representatives of the member associations and foundations that have
fulfilled the conditions of membership in accordance with the law, this bylaw
and the artic les of association of the federation

B- Every association or foundation is represented by at least three
and at most five members in the general board, elected by the general
assembly or appointed by the founder(s)

C – Th e term for membership is 4 years

Article 68: The general board meets for its regular convention once a year,
within one month from the closure of the auditing of accounts. The general
board discusses in this meeting the financial and administrative report s of the
federation for the past fiscal year. The general board may meet for irregular
conventions based on a justified requisition from the chairman of the
executive office, two thirds of the members of the executive office , or two
thirds of the members o f the general board

Article 69: A – The call to convention should be by advertisement in official
means of information and at least one week before the date of the meeting. It
should make clear the time and place of the meeting and its agenda

B- The member of the general board is not allowed to deputize
another member to attend the meeting for him, or to vote for him.

C – The general board is not allowed to discuss anything outside its
agenda

Article 70: The convention o f the general board is considered valid by the
presence of the absolute majority of its registered members (50% + 1), if the
quorum is not fulfilled, the meeting is postponed for no more than one week, if
the quorum is not fulfilled in the second meeting, the meeting is postponed for
24 hours, and then the convention is considered valid by the presence of any
number of members

Article 71: the resolutions of the regular general board are issued by the
majority of the present members, and the resolutions of the irregular general
board are issued by the absolute majority of the members (50% + 1)

Article 72: The general board in its annual regular convention undertakes the
following tasks and mandates:

1- Electing the chairman and members of the executive office and the
control and inspection committee

28
2- Discussing and ratifying the reports of the executive office for the past
fiscal year,
3- Discussing and e ndorsing the action plan s of the federation
4- Discussing and ratifying the balance sheet of the past fiscal yea r
5- Discussing and endorsing the estimate budget of the next fiscal year
6- Endorsing the establishment branch office(s) of the federation
7- Discussing and endorsing the internal regulations of the federation
8- Appointing the legal accountant based on the nominatio n of the
executive office
9- Discussing and ratifying the contracts and agreements signed by the
executive office
10 – Discussing and ratifying the report of the legal accountant for the past
fiscal year
11 – Any other issues stated by the articles of association

Ar ticle 73: The general board in its irregular convention undertakes the
following tasks and mandates:

A- Amendment of the articles of association
B- Dissolution of the federation
C – Dismissing all or some of the members of the executive office or the
control and in spection committee
D – Agreeing on participation in an Arab regional or international
organization, association or federation outside the republic
E- Any other issues stated by the articles of association

Article 74: The representative of a member as sociation or foundation is not
allowed to vote in the meetings of the general board if the subject at hand
was holding an agreement with the party he represents, or filing a suit against
it, or withdrawal of previously filed suit against it. He is not allowed to vote as
well if he has personal interest in the subject at hand, with the exception of
the election of the executive office and the other boards and committees
related to the federation

Second: the executive office:

Article 75: A – An executive office of no less than 7 and no more than 15
members undertakes the task of administering the federation, to be elected
by the general board from its members by secret balloting.

B- The term of the members of the board of directors is four years

C – The same person may not hold the membership of the executive
and have a paid job at the federation at the same time, unless by the consent
of the general board

29

D – If the position of one of the members of the executive office
be comes vacant for any reason, he is to be substituted by the member with
the highest votes in the last elections. If the vacant positions become one
third or more of the positions of the executive office, the chairman of the
board or the remaining members s hould call the general board to convention
for an irregular meeting within 30 days to fill the vacant positions or elect a
new executive office, if that is not done, the ministry may call the general
board to convention for an irregular meeting to elect ne w chairman and
members of the executive office or fill the vacant positions , within 30 days
after the end of the aforementioned period .

Article 76: The executive office undertakes the following tasks and
responsibilities:

1- Distribution of tasks and respon sibilities among its members by means
of consent, or by the majority of votes.
2- Choosing the bank at which the money of the federation is to be
deposited
3- Preparing the projects of annual reports on the activities of the
federation and its branch offices in order to introduce them to the
general board for ratification
4- Signing contracts needed for the activities of the federation in
accordance with the articles of association
5- Organizing the general board meetings
6- Preparing the project of the estimated budget f or the next fiscal year
and introducing it to the general board for discussion and endorsement
7- Preparing projects of amendment of the articles of association and
introducing them to the general board for discussion and ratification
8- Preparing the project of the balance sheet of the past fiscal year, and
revising the report of the legal accountant, and introducing them to the
general board for discussion and ratification
9- Preparing the internal financial and administrative regulations and
introducing them to t he general board for discussion and ratification
10 – Nominating the legal accountant
11 – Hiring the employees needed for the activities of the federation , and
dealing with the issues of their hiring, salaries, disciplinary measures
and dismissal.
12 – Creating temporar y or permanent committee(s) that may deputize the
office in performing certain tasks defined by the resolution of creation
13 – Any other tasks or responsibilities stated by the articles of association ,
or assigned by the general board
Article 77: A- The execut ive office meets regularly at least once a month by a
written invitation of its chairman or who deputizes him , and it may hold

30
exceptional meetings based on a justified requisition of its chairman ,two
thirds of its members or one third of the members of t he general board

B- The member of the executive office is not allowed to skip its
meetings without an acceptable excuse that is introduced at least 24 hours
before the meeting, and any member who skips three consecutive meetings
without excuse is considered dismissed .

C – The member of the executive office is not allowed to participate
in discussion or voting on any issues if he or one of his relatives up to fourth
degree has personal or financial interest

Article 78: T he chairman of the executive office undertakes the following
tasks and responsibilities:

1- Presiding over the meetings of the executive office and the general
board
2- Calling the executive office and the general board to convention and
ratifying their agendas
3- Representing the federation before other bodies
4- Signing contracts and agreements held by the federation as well as the
financial documents and checks in accordance with the articles of
association of the federation
5- Supervising all the activities of the fe deration and its subordinate
committees
6- Any other tasks or responsibilities stated by the law, this bylaw, the
articles of association, or assigned by the general board

Third: the control and inspection committee

Article 79 : A – A control and inspection committee shall be created for every
federation , that consists of at least three and at most seven members, chosen
by the general board through secret elections

B- The term of membership of the control and inspection
committee is four yea rs

C – The same person is not allowed to be a member of the
executive office and the control and inspection committee at the same time

Article 80: A – The committee convenes right after its election or within 24
hours to elect a chairman a nd a registrar from its members

31
B- The committee meets regularly at least once every three
months, and may hold irregular meetings by a written requisition of its
chairman or who deputizes him, or two thirds of its members

C – The convention of the committee is considered valid by the
presence of the majority of its members, and its resolutions are issued by the
majority of its present members, and if the two sides are equal the side where
the chairman is wins the vote.

Article 81 : The control and inspection committee undertakes the following
tasks and mandates:

1- Monitoring the activities of the federation to inspect its commitment to
the law, this bylaw and the articles of association
2- Revising all registers, records, ac tivities and inventories of the
federation and reporting any violations to the executive office, and
suggesting solutions and methods to avoid them in the future
3- Preparing an annual report on its activities, and introducing it to the
executive office and t he competent administration
4- Any other tasks or responsibilities stated by the articles of association

Chapter 9
Governorate Federation

Article 82: A – The governorate federation consists of the associations and
foundations located in one governorate what ever there type or activity

B- The number of associations and foundations forming a
governorate federation should be no less than ten association and foundation
enjoying legal status in accordance with the law and this bylaw

Article 83: A- The membership of a federation of a specific bears no
obstruction for associations or foundations to form a governorate federation
or join a standing one

B- If the association or foundation has branch offices, it may only
join the gove rnorate federation where its head office is located

C – The governorate federation enjoys legal status and undertakes
the tasks and responsibilities stated in article 61 of this bylaw

Article 84: The same rules of establishing and joining a federation of specific
type are followed with governorate federation, with the specificity of
governorate federations taken into consideration

32
Chapter 10
General Federation

Section 1: Procedures and Conditions of establishment

Article 85: A general federation of associations and foundation is to be
established on the level of the republic that consists of federation of specific
types and governorate federations in accordance with the following conditions
and procedures:

1- That the federations aiming a t establishing the general federation enjoy
legal status in accordance with the law and this bylaw
2- That the general boards of federations agree on establishing and being
members of the general federation
3- That the federations aiming at establishing the gene ral federation
choose a preparatory committee from their members that undertakes
the tasks of pursuing the establishing procedures, preparation of its
establishing contract and articles of association and organization of its
establishing congress
4- That the federations participating in the establishing of the general
federation file an application of registration and proclamation of the
general federation to the competent administration according to the
model application, and in accordance with the condition s and
procedures of establishing associations and foundations, with the
specificity of general federations taken into consideration

Article 86: The general federation enjoys legal personality, and its head office
is to be located in the capital, and it ma y have branch offices in other
governorates, whenever it is necessary and of the interest of the general
federation.

Article 87: The general federation undertakes the following tasks and
responsibilities:

1- Formulating a general conception of the role of associations and
foundations in applying the programs of social development
2- Leading studies needed for providing funding to associations and
foundations, promoting their resources, contacting local and
international institutions and providing advice on how to support their
financial capabilities
3- Organizing programs of administrative and technical training for the
employees of associations and federations and their members in

33
coordination with federations of specific types and governorate
federations

Sectio n 2: Membership of the general federation

Article 88: A- Any federation registered at the competent administration may
join the general federation according to the following procedures and
conditions:

1- Filing a written application to the chairman of the e xecutive office of the
general federation
2- fulfilling all conditions stated by the articles of association of the general
federation
3- The agreement of the general board on the application

B- The executive office of the federation should rev iew the
application within thirty days of its filing

C – The executive office is not allowed to reject the application as
long as the conditions are fulfilled, and in case of rejection, the applicant may
appeal to the minister within one m onth from their notification of the rejection
decision

Article 89: A- Each delegate has one vote in the general congress of the
general federation

B- The number of delegates for every member federation is
defined by the number of its mem ber associations and foundations

Article 90: In case a federation loses one or more of delegates in the general
federation for any reason, the competent federation may call another member
to fill in for the vacant position.

Article 91: Every governorate is to be represented in the federation by one
delegate appointed by the governor in coordination with the ministry.

Article 92: The membership of a federation is annulled if any of the reasons of
annulment stated in the articles of association or in this bylaw should occur

Article 93: A – The articles of association is to define the membership fees
and subscriptions and the methods of payment

B- The delegate of a federation is not allowed to participate in the
meetings of the general co ngress, or nominate himself for the membership of

34
the general unless federation he represents has paid its subscription in
accordance with the articles of association of the general federation

Article 94: A – The member federation maybe dismissed in the ca se of
performing actions that may cause considerable material or moral damage to
the general federation, violation of its commitment defined in the articles of
association or delay in payment of subscription.

B- Membership could be given back to a member federation whose
membership has been annulled for delay of payment based on a resolution of
the general congress , if it pays the due amount in the next fiscal year and in
accordance with the articles of association of the general federatio n

Section 3: Financial resources and financial regulations of the general
federation

Article 95: A – the financial resources of the federation consist of the following:

1- Membership fees
2- Subscriptions of the member federations
3- Donations, gifts, aids, a nd unconditioned grants that bear no
contradiction to laws and bylaws in action
4- Endowments
5- Any other resources stated by the articles of association, that are
accepted by the executive office and that bear no contradiction to laws
and bylaws in action

B- The fiscal year of the federation starts on the January 1 every
year and ends on December 31 of the same year, except the year of
establishment, where the fiscal year starts on the date of proclamation of the
federation, and ends on Decemb er 31 of the next fiscal year

C – The money of the federation is to be deposited at the bank
defined by the executive office

D – It is condition in order to spend any of the money of the
federation, that the permission of expenditure is signed by the chairman of
the executive office or who substitutes for him and the financial officer

Article 96: A – All they amounts to be spent from the money of the federation
are to be spent to achieve its objectives and according to the expenditure
procedures defined by the legal accountant

35
B- The accounts of the federation are to be audited every year by
an independent legal accountant. The auditing should take place within three
months from the end of the fiscal year.

C – The federation is not allowed to solicit the public for donations

D – The federation should keep a special register for donations and
grants

Section 3: Bodies of the federation

First: the general congress

Article 9 7: The general congress of the general federation consists of:
A- The executive offices of the member federations
B- The delegates of the congress on the level of governorates

Article 98: The representation of member federations should be as following:

A- Every f ederation of 10 -15 associations or foundations with three
delegates elected by its general board from the members of its
executive office
B- One delegate is added for every additional 10 member associations or
foundations up to 50
C – One delegate is added for ev ery additional 20 member associations or
foundations for the federations whose membership is larger than 50
associations or foundations
D – It is not allowed that the number of delegates for one federation
becomes more than 20 no matter how many its member ass ociations
and foundations.

Article 99: The delegate is not allowed to deputize another member or person
to attend the meeting for him, or to vote for him.

Article 100: A – The general congress meets for its regular convention once
every four years, withi n two months from the closure of the auditing of
accounts of member federations. The general congress may meet for
irregular conventions based on a justified requisition from the chairman of the
executive office, two thirds of the members of the general bo ard, or two thirds
of the members of the general congress

B- The call to convention should be by advertisement in official
means of information and at least two weeks before the date of the meeting.
It should make clear the time and pla ce of the meeting and its agenda

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C – The delegate is not allowed to deputize another member or
person to attend the meeting for him, or to vote for him.

D – The general congress is not allowed to discuss anything
outside its agenda

Article 101: A – The convention of the general congress is considered valid by
the presence of the absolute majority of its registered members (50% + 1), if
the quorum is not fulfilled, the meeting is postponed for no more than one
week, if the quorum is not fulfilled in the second meeting, the meeting is
postponed for 24 hours, and then the convention is considered valid by the
presence of any number of members

B- The meetings of the congress are presided by the chair man of
the executive office or who substitutes for him, and the registrar writes down
the minutes of the meeting

C – the resolutions of the regular general congress are issued by
the majority of the present members, and the resolutions of the irregular
general board are issued by the absolute majority of the members (50% + 1)

Article 102: The general congress in its annual regular convention undertakes
the following tasks and mandates:

1- Electing the chairman and members of the general b oard and the
control and inspection committee
2- Discussing and ratifying the reports of the general board for the past
time and the time to come
3- Discussing and ratifying the balance sheet of the past time
4- Appointing the legal accountant and defining his sal ary
5- Discussing and endorsing the estimate budget for the federation
6- Discussing and ratifying the agreements signed by the general board
7- Ratifying the applications from new members
8- Ratifying the dismissal of members
9- Any other issues stated by the articles of association

Article 103: The general congress in its irregular convention undertakes the
following tasks and mandates:

1. Amendment of the articles of association
2. Dissolution of the federation
3. Dismissing all or some of the members of the executive office or the
control and inspection committee
4. Agreeing on participation in an Arab regional or international
organization, association or federation outside the republic

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5. Any other issues stated by the articles of association

Second: the general board

Article 104: A – The general board of the general federation consists of 51
members elected by the congress by secret balloting

B- The term of membership is 4 years

C – The call to convention should be by a letter sent by reg istered
mail or delivered by hand to all members, at least two weeks before the
meeting. It should make clear the time and place of the meeting and its
agenda.

Article 105: The chairman of the executive office calls the general board to
regular convention at least once a year, within one month from the closure of
the auditing of accounts. The. The general board may meet for irregular
conventions based on a justified requisition from the chairman of the
executive office, two thirds of the members of the exe cutive board, or two
thirds of the members of the general board.

Article 106: The member of the general board is not allowed to deputize
another member or person to attend the meeting for him, or to vote for him

Article 107: The general board is not allo wed to discuss anything outside its
agenda

Article 108: The convention of the general board is considered valid by the
presence of the absolute majority of its registered members (50% + 1), if the
quorum is not fulfilled, the meeting is postponed for no m ore than one week, if
the quorum is not fulfilled in the second meeting, the meeting is postponed for
24 hours, and then the convention is considered valid by the presence of any
number of members

Article 109: The meetings of the general board are preside d by the chairman
of the executive office or who substitutes for him, and the registrar writes
down the minutes of the meeting

Article 110: The resolutions of the regular general board are issued by the
absolute majority of the members of the association( 50% + 1)

Article 111: The mandate of the general board in its annual regular meeting
includes all the issues related to the federation especially the following:

1- Electing the members of the executive office

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2- The report of the executive office for the past year and the action
plans for the next year
3- The report of the legal accountant
4- Ratifying the balance sheet of the past fiscal year
5- Endorsing the estimate budget of the next fiscal year
6- Endorsing the establishment branch office(s) of the federation
7- Apply ing the resolutions of the general congress and devising plans to
apply its recommendations
8- Discussing and ratifying the contracts signed by the executive office
9- Discussing the internal regulations of the federation and introducing
them to the general con gress for endorsement
10 – Any other issues stated by the articles of association or introduced by
the executive office

Article 112: The general board in its irregular convention undertakes the
following tasks and mandates:

1. Agreeing on the project to amend th e articles of association and
introducing it to the congress for ratification
2. Dismissing all or some of the members of the executive office
3. Suggesting participation in an Arab regional or international
organization, association or federation outside the re public
4. Any other issues stated by the articles of association

Third: the executive office

Article 113: A – An executive office of no less than 7 and no more than 15
members undertakes the task of administering the general federation, to be
elected by the general board from its members by secret balloting.

B- The term of the members of the board of directors is four years

C – The same person may not hold the membership of the
executive and have a paid job at the fede ration at the same time, unless by
the consent of the general board

D – If the position of one of the members of the executive office
becomes vacant for any reason, he is to be substituted by the member with
the highest votes in the last elections. If the vacant positions become one
third or more of the positions of the executive office, the chairman of the
board or the remaining members should call the general board to convention
for an irregular meeting within 30 days to fill the vacant positions or elect a
new executive office, if that is not done, the ministry may call the general
board to convention for an irregular meeting to elect new chairman and

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members of the executive office or fill the vacant positions, within 30 days
after the end of the aforementioned period.

Article 114: The executive office undertakes the following tasks and
responsibilities:

1- Distribution of tasks and responsibilities among its members by means
of consent, or by the majority of votes.
2- Choosing the bank at w hich the money of the federation is to be
deposited
3- Preparing the projects of annual reports on the activities of the
federation and its branch offices in order to introduce them to the
general board for ratification
4- Signing contracts needed for the activi ties of the federation in
accordance with the articles of association
5- Organizing the general board and general congress meetings
6- Preparing the project of the estimated budget for the next fiscal year
and introducing it to the general board for discussion a nd endorsement
7- Preparing projects of amendment of the articles of association and
introducing them to the general board for discussion and ratification
8- Preparing the project of the balance sheet of the past fiscal year, and
revising the report of the legal accountant, and introducing them to the
general board for discussion and ratification
9- Preparing the internal financial and administrative regulations and
introducing them to the general board for discussion and ratification
10 – Hiring the employees needed for the activities of the federation, and
dealing with the issues of their hiring, salaries, disciplinary measures
and dismissal.
11 – Creating temporary or permanent committee(s) that may deputize the
office in performing certain tasks defined by the resolution o f creation
12 – Any other tasks or responsibilities stated by the articles of association,
or assigned by the general board

Article 115 : A – The executive office meets regularly at least once a month by
a written invitation of its chairman or who deputizes him, and it may hold
exceptional meetings based on a justified requisition of its chairman or two
thirds of its members.

B- The member of the executive office is not allowed to skip its
meetings without an acceptable excuse that is introduce d at least 24 hours
before the meeting, and any member who skips three consecutive meetings
without excuse is considered dismissed.

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C – The member of the executive office is not allowed to participate
in discussion or voting on any issues if he or one of his relatives up to fourth
degree has personal or financial interest

Article 116 : The chairman of the executive office undertakes the following
tasks and responsibilities:

1- Presiding over the meetings of the executive office and the gener al
board
2- Calling the executive office ,the general board and the general
congress to convention and ratifying their agendas
3- Representing the federation before other bodies
4- Signing contracts and agreements held by the federation as well as the
financial doc uments and checks in accordance with the articles of
association of the federation
5- Supervising all the activities of the federation and its subordinate
committees
6- Any other tasks or responsibilities stated by the law, this byla w, the
articles of associatio n

Fourth: the control and inspection committee

Article 117 : A – A control and inspection committee shall be created for the
general federation, that consists of at least five and at most seven members,
chosen by the general board through secret elections

B- The term of membership of the control and inspection
committee is four years

C – The committee convenes right after its election or within 24
hours to elect a chairman and a registrar from its members, in the presence
of a representative of the competent administration

Article 118 : A – The committee meets regularly at least once every three
months, and may hold irregular meetings by a written requisition of its
chairman or who deputizes him, or one third of its member s

B- The convention of the committee is considered valid by the
presence of the majority of its members, and its resolutions are issued by the
majority of its present members, and if the two sides are equal the side where
the chairman is w ins the vote.

Article 119 : The control and inspection committee undertakes the following
tasks and mandates:

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1- Monitoring the activities of the federation to inspect its commitment to
the law, this bylaw and the articles of association
2- Revising all registe rs, records, activities and inventories of the
federation and reporting any violations to the executive office, and
suggesting solutions and methods to avoid them in the future
3- Preparing an annual report on its activities, and introducing it to the
executi ve office and the competent administration
4- Any other tasks or responsibilities stated by the articles of association

Chapter 11
Merger, b reak -up , dissolution, and l iquidation of associations and
foundation

Section 1: merger

Article 120: A – The associat ion or foundation that seeks merger with
another association or foundation or more should acquire the agreement of
its general assembly or founder(s) in accordance with the provisions of the
law, this by law and its articles of association

B – The merged associations or foundations should provide the
competent administration with a detailed list of money, proprieties,
commitments and financial arrangements, signed by the chairman of the
board of directors or board of trustees and the fin ancial officer

C – The competent administration should check the validity of
merger procedures

Article 121: A – The competent administration should, in case merger
procedures were valid, proclaim the new association or foundation and
is sue a new registration certificate within thirty days of the notification of
accepting merger

B – The competent administration should provide the new
association or foundation with a new registration certificate, and annul the
record of the merged associations or foundations

Section 2: break -up

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Article 122: A – The association that seeks break -up should acquire the
agreement of its general assembly by a justified resolution, on the
conditions, causes and benefits of break -up

B – The association should provide the competent
administration with a detailed list of money, proprieties, commitments and
financial arrangements, signed by the chairman of the board of directors or
board of trustees and the financial officer

C – The general assembly, when issuing the break -up
resolution, should hire a legal accountant to distribute the rights, duties and
proprieties of the association on the resulting associations

D – The competent administ ration should check the validity of
break -up procedures

Article 123: A – The competent administration should, in case break -up
procedures were valid, proclaim the new associations and issue new
registration certificates within thirty days of the notificati on of accepting
break -up, the new association should pursue the procedures of
establishment as if it were new

B – The competent administration should provide the new
associations with new registration certificates, and annul the record of the
broken -up association.

Section 3: Dissolution and liquidation

Article 124: A – The ministry may file a suit of dissolution of an
association or foundation to the court of competent jurisdiction in case the
association or foundation commits any of the following contraventions:

1- Spending the money of the association or foundation or appropriating
it for purposes other than those it was established for
2- Receiving or sending money abroad in violation of the law or this
bylaw
3- Joining or participating in a club, association, institution, federation
or association outside the republic in violation of the law or this
bylaw

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4- Showing that its actual purposes were to conduct one of the activities
banned by article 19 of the law
5- Solicitation in violation of this bylaw
6- Commitment of a considerable violation of the provisions of the law

B – The lawsuit of dissolution may not be considered unless
the ministry has given the association or foundation three notifications
within 6 months to pursue procedures of rectification, and the it did not do
that

C – The decree of dissolution is not considered valid but with
a final writ of the court of competent jurisdiction, the decree should
include the appointment of a liquefier and t he defining of a remuneration
for that.

Article 125: A – The dissolution or liquidation of an association could take
place by a resolution of two thirds of the members of the irregular general
assembly, in accordance with the articles of association

B – If the articles of association includes no details on the
appointment of liquefier(s) or the method of their appointment, and if the
general assembly did not agree on that, the court of competent jurisdiction
shall appoint them and define the remuneration for their job and the period
of liquidation

Article 126: A – For the purpose of liquidation, the legal status of the
association or foundation remains standing during the time needed for that

B – Within thirty days fro m the date of voluntary dissolution or
the issuance of the court writ, the ministry should proclaim the dissolution
of the association and annul it from the public records, and publish that in
an official news paper.

C – As regards any association that has acquired tax
incentives, or donations from the public, or gifts from any governmental
organization or institution, the proprieties and assets are distributed as
following:

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1- Fulfilling the debts, debits and financial commitments, in a
accordance with the articles of association or what the process of
liquidation states
2- The remaining proprieties and assets are to devolve to any other
association of the same or similar purposes by a resolution of the
general assembly before the issuance o f the court writ

Article 127: A – the association that has been liquidated should deliver all
its money, registers, records and documents to the liquefier as soon as they
are sought. It is thus forbidden for the association or the institution at
which the money is deposited to disburse any of its issues, money or rights
without a written order of the liquefier.

B – The members of the liquidated association, or any other of
its administrators, are forbidden from continuing its activity with its
money and proprieties.
Chapter 12
Final provisions

Article 128: The ministry may assign the administration of its institutes
and centers of social activities to the active and successful association. The
ministries, units of local administration and any other institution may ask
the minister to assign some of its projects, activities, programs, or the
administration of one of its organizations to any successful and active
association, the requisition should include the following:

1- A detailed descr iption of the constituents, objectives and purposes of
the organization, program or project sought to be assigned to the
association
2- The reasons for choosing the association to whom the project is to be
assigned

Article 129: The ministry, in the cases ref erred to in article 128, should
acquire the agreement of the association before the assigning, and in all
cases the decree of assigning is issued by the minister

Article 130: A – The minister issues a decree defining the officers who have
the right to atte nd elections, or enter the offices of associations,

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foundation, federations, and their branch offices, for the purpose of
reviewing their records.

B – The association, foundation or federation should not
allow any of the officer s mentioned in section A of this article to attend its
elections or enter its offices for the purpose of reviewing its records until
checking the following conditions:

1- That the officer bears a special card issued by his office that allows
him to enter th e offices of foundation, federations, and their branch
offices, for
2- That the officer bears an official assignment from his office showing
the name of the association, foundation, federation or branch office
and clarifying the purpose of the mission and it s timeframe
3- That the officer signs the visits record in the association, foundation,
federation or branch office, signifying the reviewing of the records

The officer is committed to file a report of his mission to his office, and
the office should review the remarks of the report and notify the
association, foundation, federation or branch office of the result of
inspection

Article 131: Te minister, within three months from the issuing of this
bylaw, should ratify the new models defined by this bylaw, and specify the
procedural regulations for them, and especially the following:

1- The contract models for establishing associations, foundations and
federations
2- The articles of association models for associations, foundations and
federations
3- The procedure mode ls for establishing and proclamation

Article 132: The associations, foundations and their federations may
participate or join any Arab, regional or international organization,
association or federation outside the republic in accordance with the
following conditions:

1- That its activities and objectives are in harmony with those of the
organization, association or federation it seeks to join

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2- That the objectives of the organization, association or federation are
harmonious with the principles of Islamic law (Sharia), the
constitution and the laws in action.
3- That it officially notifies the ministry of the desire to participate or
join
4- That thirty days pass after the notification without the issuing of a
justified objection by the ministry

Article 133: The ass ociation, seeking to achieve its objectives and support
its financial resources, may establish service and production projects, hold
parties, charity markets, fairs and sports events.

Article 134: Any group no m atter what title it holds (forum, center, cl ub,
etc.) , whose objectives or activities are among those of an association,
should take the legal form of an association or foundation, and to apply to
the ministry for registration according to the provisions of chapter three.

Article 135: A decree on t he procedures regulating the electoral processes
of associations and their federations is to be issued by the minister, in a
way that bears no contradiction to the law, this bylaw and the other laws
and bylaws in action, as well as the democratic means and the freedom
guaranteed for associations and their federations

Article 136: The procedures of legal supervision of the ministry over the
activities of associations, foundations and their federations are to be
defined by a decree from the minister, showing the limits and mechanisms
and models used in supervision, and in a way that bears no contradiction to
the law or to this by law.

Article 137: With article 37 of this bylaw taken into consideration, non –
Yemenis may participate in the establishment or memb ership of
associations. The minister is to define the ratio of their representation in
the general assembly or the board of directors by a decree.

Article 138: The provision of the law and this bylaw apply to the
associations of fraternity and friendship and the expatriate associations.

Article 139: This decree is to be applied from the date of its issuing, and it
is to be published in the official gazette.

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Issued in the presidency of the cabinet

May 10, 2004

Abdel Kareem Al -Arhabi

Former minister of Labor and Social affairs

Abdel -Kader Bajamal

Former Prime Minister