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IMC-Jordan

By-Laws

Institute of Management Consultants and Trainers of Jordan

(A Private Professional Association)
Registered on 28 August 1995
Amended By-Laws
By virtue of a resolution passed by the Extraordinary general assembly in its meeting held on 7 June 2006

Article (1)
Name of the Association

This association shall be referred to as the “Institute of Management Consultants and Trainers in Jordan”.

It is a legal person represented by its board of directors, or by whomever it may authorize. It is a private and not-for-profit association that aims to organize the profession of management consultation, training and management development.

Article (2)
Headquarters

The headquarters of the Institute are in Amman. It may open branches inside and outside the Kingdom. Further, it may move any of its branches to any place inside the Kingdom.

Article (3)
Purposes and Objects of the Institute

The objects of the Institute are as follows:-

1- To raise the standards of the profession of management consultation, training and management development, to raise the awareness of the role thereof and to lay down the bases necessary for ensuring the proper performance thereof, as well as to modernize and develop the practices thereof in conformity with modern conceptions.

2- To organize the practice of management consultation and training, develop its skills, qualify management consultants and trainers in accordance with international standards, provide proper training thereto, protect their interests, defend their rights and strengthen relations and the spirit of co-operation among them with a view to enhance their competitive abilities inside and outside Jordan.

3- To work toward developing the culture of training, specifying training and trainers standards and make known the importance of training in development through establishing a qualified network of trainers and training institutions in conformity with the highest standards.

Article (4)

In order to realize the purposes and objectives set out in Article (3) hereof, the Institute will carry out the following: -

1- To hold courses, symposia and lectures and organize joint activities with similar centers and institutions of management consultation and training, as well as local and international parties whose purposes are in agreement with the purposes and objectives of the Institute.

2- To issue any studies, publications, periodicals and guides related to the purposes of the Institute and set up an electronic web site of the Institute supplied with educational, training and management consultation materials.

3- To provide the information on the profession of management consultation and training necessary for the members of the Institute.

4- To maintain compliance by the members of the Institute with the rules of professional behavior prescribed for the profession of management consultation and training.

5- To accredit management trainers and consultants who meet the approved standards of the Institute and establish a data base for consultants, trainers and training centers at the local, Arab and international levels.

6- To set up programs and centers specialized in the field of the work of the Institute as well as training programs and practices.

7- To perform any other activities consistent with the objectives of the Institute resulting in serving the profession of management consultation and training as well as its practitioners and the beneficiaries of its services.


Article (5)
Membership

Membership of the Institute will be as follows:

First - Membership of individuals:

1- Honorary Member

The board of directors may nominate honorary members from among important and prominent persons regardless of their nationality if it deems that this will serve the objectives and purposes of the Institute, provided that a member shall fulfill the following conditions: -

• He shall enjoy civil rights and be of good conduct and shall comply with the requirements of professional practice.

• His nomination shall be supported by three fellow members and/or full members of the Institute.

• Approval of his nomination as honorary member by the board of directors.

2- Fellow Member

Every Jordanian or Arab citizen shall have the right to be a fellow member of the Institute if he fulfills the following conditions:

• He shall have a CMC rank or any equal fellowship in the field of training approved by the board of directors.

• He shall have been a member of the Institute for at least five years.

• He shall have clear contributions to the development of the profession of management consultation or management training.

• He shall enjoy civil rights, of good conduct and shall comply with the requirements of professional practice.

• Approval of his nomination as fellow member by the board of directors.

3- Full Member

Every Jordanian or Arab citizen shall have the right to be a full member of the Institute if he fulfills the following conditions:

• He shall hold at least a bachelor degree or its equivalent from a recognized university. He shall have worked for at least five years in the field of rendering management consultation or training as a fulltime employee during the most recent three years. Further, he shall have been a management trainer for the past three years during which he has accomplished at least 50 training days in each year.

• He shall enjoy civil rights, of good conduct and shall comply with the requirements of professional practice.

• His application shall be supported by three fellow members and/or full members of the Institute.

• Approval of his nomination as full member by the board of directors.

4- Associate Member

Every Jordanian or Arab citizen shall have the right to join the membership of the Institute as an associate member, provided that he shall fulfill the following conditions:

• He shall hold at least a bachelor degree or an equivalent thereof from a recognized university. He shall have had an experience of at least three years in the field of his profession. He shall have been working at least for one year in the field of management consultation and training for his own account or with a company or a corporation of management consultation or as an internal management consultant with the public or private sectors.

• He shall enjoy civil rights, of good conduct and shall comply with the requirements of professional practice.

• His application shall be supported by three fellow members and/or full members of the Institute.

• Approval of his nomination as an associate member by the board of directors.

5- Support Member

The board of directors may nominate support members regardless of their nationality if it deems this will serve the objectives and purposes of the Institute, provided that a member shall fulfill the following conditions:

• He shall be able to support the Institute in realizing its purposes and objectives.

• He shall enjoy civil rights, of good conduct and shall comply with the requirements of professional practice.

• His application shall be supported by three fellow members and/or full members of the Institute.

• Approval of his nomination as a support member by the board of directors.

6- Potential Member

The Institute may accept potential members from among fresh graduates, provided that an applicant shall have completed a bachelor degree or an equivalent thereof from a recognized university in one of the specializations related to the profession of management consultation, provided that he shall fulfill the following conditions: -

• He shall enjoy civil rights, good conduct and comply with the requirements of the professional practice.

• His application shall be supported by three members of the Institute.

• His application shall be approved by the board of directors.

Second- Membership of legal persons:

a- Legal persons in the field of consultative services or training shall have the right to join the Institute as full members in their legal capacity, provided that one of the owners of the legal person or employees thereof shall be a fellow member or a full member of the Institute. Membership shall terminate by the termination of this condition, unless the legal person shall reconcile its situation in this respect during six months from the date of termination of such condition. A legal person who is a full member shall be represented at the sessions of the general assembly Meetings of the Institute by one vote.

b- Legal persons in the field of consultative services or training shall have the right to join as associate members in their legal capacity, provided that one of the owners of the legal person or employees thereof shall be an associate member or a full member of the Institute. Membership shall terminate by the termination of this condition, unless the legal person shall reconcile its situation in this respect during six months from the date of termination of such condition. The representative of a legal person may not vote at the sessions of the general assembly Meetings if the legal person is an associate member.

c- The board of directors may nominate honorary members of important legal persons regardless of their nationality if it deems this will serve the objectives and purposes of the Institute.

Third- The board of directors may accept members in the Institute of other than Arab nationality if it deems that this is in the interest of the Institute.

Fourth- The membership of all the members of the Institute prior to the ratification of these By-Laws shall be considered as legal and valid.


Article (6)
Fees and subscriptions

1- The value of the fees of affiliation and annual subscription as well as the fees of qualification and any other fees, subscriptions or compensation for services rendered by the Institute to its members or to others shall be set by resolutions of the board of directors, which shall have the right to adjust such fees whenever this is necessary.

2- The annual subscription shall be paid during the first quarter of the fiscal year.


Article (7)
Termination of Membership

1- The membership of a member of the Institute shall terminate in any of the following cases:

a- Withdrawal of the member from the Institute pursuant to a written letter.

b- Non-payment of the annual subscription for two consecutive years without valid excuse as deemed by the board of directors, provided that he shall be advised of the subscription becoming due by way of a registered letter sent to his address appearing in the files of the Institute.

c- Loss of a condition of membership.

2- Removal of members: A member may be removed by decision of the board of directors if he commits an act that would cause gross material or moral damage to the Institute, or if his non-compliance with the rules of professional conduct adopted by the Institute is repeated.


Article (8)
Returning the Membership

1- The board of directors shall have the right to return the membership to the member which was previously removed if he asked for its return after reconciliation.

2- The member whose membership was removed for any reason or the inheritors of any passed away member does not have the right to get back any of the paid fees, subscriptions, gifts, and donations provided to the Institute.


Article (9)
The Resources of the Institute

The financial revenues of the Institute consist of:

a- Subscriptions, affiliation and qualification fees, and compensation for services provided by the Institute to members or to others.

b- Donations, gifts, wills and monetary support pursuant to the law.

c- Revenues from projects, services and activities carried out by the Institute individually or jointly with others.

d- Any other resources approved by the board of directors.


Article (10)
The Fiscal Year of the Institute

a. The fiscal year of the Institute begins from 1 January and ends on 31 December of every calendar year.

b. The funds of the Institute funds shall be deposited with the bank appointed by the board of directors.

c. No sums of the Institute shall be spent except for the realization of one of its purposes, by the approval of the board of directors.

d. The withdrawal of any sum of the funds of the Institute deposited with banks shall be subject to the signature of both the Chairman of the board of directors of the Institute, or his deputy, and the treasurer or his deputy when he is absent.

e. The Institute shall keep at its headquarters the necessary financial and accounting registers and documents.

f. The accounts of the Institute shall by audited annually by a certified auditor during a maximum period of three months from the end of the fiscal year of the Institute.


Article (11)
The Bodies and Committees of the Institute

1- The general assembly: The general assembly of the Institute consists of all the members who have paid their subscriptions.

2- The board of directors: It consists of seven members, four representing the sector of consultation and three representing the sector of training. They shall be elected by the general assembly out of Jordanian fellow and/ or full members. The term of office of the board of directors is three years. For the purpose of determining the sector to which a nominee belongs, he shall have been registered in it at least two years prior to his nomination to the election of the board of directors. An exception to this is the first elections of the board of directors after amendment of these By-Laws.

3- Specialized committees and executive staff: They shall be formed by resolutions of the board of directors of the Institute according to its needs and activities. Every committee shall, before commencing its duty, prepare its work procedures and have it duly approved by the board of directors. The committees of membership and qualification shall be considered as basic committees in the achievement of the objectives and purposes of the Institute.

Article (12)
general assembly

1- The general assembly shall hold one annual ordinary meeting during the first four months of every year at the invitation of the board of directors. The invitation to the meeting shall be sent to all the members at least two weeks prior to the meeting.

2- The general assembly shall hold one extraordinary meeting or more during the year at the invitation of the board of directors or at a written request submitted to the board of directors and signed by a number of members not less than one quarter of the fellow and/ or full members. The invitation to the extraordinary general meeting shall be made pursuant to the method prescribed for the invitation of an ordinary general assembly meeting.

3- The meetings of a general assembly shall be presided over by the Chairman of the board of directors. In the event that the chairman is absent, the meeting shall be presided over by the vice-chairman. In the event that they are both absent, the board of directors shall authorize a member to preside over this meeting.

4- The meeting of a general assembly shall be legal if it is attended by more than one-half of the number of fellow members and/or full members who have paid their annual subscriptions. In the event that a quorum is not present, the board of directors shall appoint another date of the meeting by a second invitation 15 days after the date of the first meeting. The quorum shall be legal in this case regardless of the number of attendants of fellow and/or full members.


Article (13)
The Functions of an Ordinary general assembly Meeting

An ordinary general assembly meeting shall be concerned with the following matters:

1- The discussion and approval of the administrative and financial reports of the Institute including the balance sheet of the just-ended fiscal year and the final accounts of the Institute.

2- The discussion and approval of the budget for the next fiscal year.

3- The election of the members of the board of directors (if this is decided).

4- The appointment of an auditor of the Institute from other than the members of the board of directors.

5- The approval of the establishment of one or more branches of the Institute inside and outside the Kingdom.

6- The discussion of any other matters presented by the board of directors subject to the approval at least of 25% of the members present who have the right to vote.


Article (14)
The Functions of the Extraordinary general assembly Meeting

a. The extraordinary general assembly meeting shall be concerned with considering the following matters:

1- Amendment of the By-Laws of the Institute.

2- Removal of the board of directors before the end of its term and the election of another board for the remainder of the term.

3- The dissolution and liquidation of the Institute.

4- Any other urgent matters presented by the board of directors.

b. The resolutions at an extraordinary general assembly meeting shall be passed by not less than a two-thirds majority of the votes of the members present who are entitled to vote.

c. The general assembly, in its extraordinary meeting, shall not discuss any matters not listed on the agenda.

 

Article (15)
Voting

1- Balloting shall be conducted publicly. Decisions shall be taken by the majority of votes of those present who have the right to vote except as relates to the election of the board of directors. The board of directors shall be elected by secret ballot under the supervision of a committee of three members of those not nominated, to be chosen by the general assembly.

2- If the votes obtained by two or more nominees of the winners of the least votes are equal, one of them shall be chosen by lot. The others shall be considered as reserve members.

3- Blank or illegible ballots shall not be considered. For ballots that contain more names than the required number, the extra names shall not be considered in accordance with their sequence, whereas ballots containing fewer names than the required number shall be considered as valid in respect of the names stated therein.

4- Applications for nomination for election to the board of directors shall be submitted to the Institute in writing at least one week before the date of the general assembly meeting.

5- If the number of nominees for election to the board of directors on the day of closure of nomination is less than required, the general assembly, on the day it meets, shall nominate whomever it deems fit of the members having the right to be nominated before commencing the balloting process.

6- The right to nomination and voting at the meetings of the general assembly shall be limited to fellow and full members only.


Article (16)

A member of the Institute may not take part in voting if the subject of the decision is the conclusion of an agreement with him, initiation of a case against him or ending a case between him and the Institute, as well as when he has a personal interest in the decision raised for voting, except election to the board of directors or other bodies or committees connected with the Institute.

Article (17)
Powers and Resolutions of the board of directors

First: Powers:

The powers of the board of directors comprise all that is related to the management of the Institute’s affairs and its representation before official, private and other authorities, as well as before judicial authorities, especially the following: -

1- Setting the annual work plan of the Institute.

2- Preparation of the annual report submitted to the general assembly on the activities of the Institute.

3- Disposition of the administrative and financial affairs of the Institute.

4- To draw up the financial and administrative instructions necessary for the management and execution of the affairs of the Institute.

5- The formation of permanent, temporary, branch or specialized committees necessary for the Institute, specification of their functions and the appointment of the executive staff and the employees necessary for the Institute.

6- The authorization of the chairman of the board of directors, or whomever it may deem fit of the members of the Institute or others, to perform any duties that it deems are in the interest of the Institute.

7- The execution of the resolutions of the general assembly.

8- The performance of any other matters required by the interest of the Institute.

Second: Resolutions:

1- The board of directors shall pass resolutions by a majority of votes. In the event of a tie, the Chairman shall have a casting vote.

2- A member of the board of directors shall lose his membership if he absents himself from three consecutive meetings of the board of directors without an excuse acceptable to the Board, provided that the period of absence shall not exceed six consecutive months from the last meeting he attended, even if his absence was with a valid excuse.

3- If the membership of a member of the board of directors is vacated before the end of his term, he shall be replaced by the member following him in the number of votes obtained at the meeting of the general assembly that elected the Board. If there is no one to replace him in this manner, the Board shall select out of the fellow and/or full members of the Institute another member instead of him for the remainder of the term, provided that the number of members appointed in this manner and without election shall not exceed three. Otherwise, the general assembly shall be convened to elect a new board of directors. The general assembly Meeting, at its first meeting, shall approve any member added by the board of directors to its membership without election.

4- The resignation of a member of the board of directors shall be considered as accepted as soon as it is submitted in writing to the Board. It needs no resolution to be approved by the Board.


Article (18)

The board of directors shall hold its meetings as needed, provided there shall not be less than six meetings during the year. The period between any two meetings shall not exceed three months, with a view to considering the Institute’s affairs. The meeting shall be legal by the presence of not less than four of the directors including the chairman, or his deputy in his absence.


Article (19)

The board of director, at its first meeting following the meeting of the general assembly, shall elect a chairman from among its members. It shall further elect a vice-chairman, a treasurer and a secretary.


Article (20)
The Powers of the Chairman, the Secretary and the Treasurer

1- The powers of the chairman of the board of directors include the following:

a- To represent the Institute before third parties. He may authorize any one of the members of the Institute or its employees in respect of what he may deem fit for the purpose.

b- To supervise the activities of the Institute and the committees derived therefrom.

c- To address an invitation to the meetings of the board of directors or the general assembly and to chair such meetings.

d- None of the members of the Institute shall assume the membership or chairmanship of the board of directors for more than two successive terms. He may not nominate himself therefor unless the number of nominees for the election of the Board of Director on the day of closure of nomination is less than the number required. Seniority of membership or chairmanship shall be counted as of the ratification of these By-Laws.

e- The vice-chairman shall perform all the powers of the Chairman when he is absent.

2- The Secretary shall be concerned with the following:

a- To duly organize and maintain the registers of the Institute.

b- To record the minutes of the meetings of the board of directors and the general assembly.

c- To carry out any work entrusted to him by the board of directors that falls within the scope of his functions.

3- The Treasurer shall be concerned with the following:

a- To supervise the funds and amounts which are duly received by the Institute, and deposit them with the bank specified by the board of directors.

b- To put into effect the decisions of the board of directors related to financial transactions in the interest of the Institute.

c- To keep financial books and documents at the Headquarters of the Institute so that they will be at the disposal of the administrative officers concerned.

d- Not to dispose of the funds of the Institute or spend them except in the manner decided by the board of directors only.

e- To sign the financial transactions of the Institute jointly with the chairman or whoever is authorized by the board of directors for this purpose.

4- The deputy of the Treasurer shall carry out the function of the treasurer when he is absent. The board of directors shall appoint a deputy to the treasurer out of its members.


Article (21)
Affiliation with Arab and International Organizations

The Institute may join Arab and international centers, organizations and unions related to its objectives and activities.


Article (22)

The Institute shall have the right to own any real estate, lands and other movable and immovable property necessary for achieving its purposes. It may also sell, mortgage and lease any of them by a resolution taken by the board of directors.


Article (23)
The Dissolution and Liquidation of the Institute

If the Institute is dissolved for any reason, its movable and immovable property shall devolve to the national treasury.


Article (24)

These By-Laws shall take effect from the date they are ratified by the general assembly of the Institute and adopted by the competent official authorities. They shall supersede the present By-Laws of the Institute provided that all the measures and decisions made by the Institute under the present By-Laws shall be considered as valid and legal.

 

Amman – Jordan
Tel. 5530856/7 Fax. 5530858
P.O. Box 815552 Amman 11180, Jordan
E-mail: info@imc.com.jo

 

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