OMAN-SWITZERLAND FRIENDSHIP ASSOCIATION CHARTER
The Omani-Swiss Friendship Association (OSFA or the Association) has been founded with headquarters in Muscat, the Sultanate of Oman, as a non-political and non-profit association, governed by the relevant laws and regulations in force in the Sultanate of Oman and in accordance with this Charter and the by-laws of the Association (the By-Laws).
Article (1) : Objectives of the Association
The Association will actively seek to strengthen bilateral relations and deepen exchanges between the Sultanate of Oman and Switzerland in key sectors such as – Economy & Trade, ICT, Science & Technology, Health, Education, Culture, Tourism, Youth, Sport, and other potential areas of cooperation in order to deepen friendship and understanding between the two countries at all levels and to fully exploit the potential of bilateral cooperation and exchanges (collectively, the Objectives).
To promote these objectives, the Association shall inter alia:
1. Organize seminars, meetings and joint exhibitions.
2. Encourage exchange of visits of informal delegations at all levels, such as business educational, and scientific institutions, and tourists, artist, youth, cultural, sport and other associations.
3. Issue and distribute Periodicals and use media organs as appropriate.
4. Encourage professional exchanges and training between practitioners of both countries.
5. Promote and/or undertake any other activity or initiative aimed at achieving the Objectives and/or strengthening, ties between Oman and Switzerland provided always that such activity/initiative complies with applicable laws and regulations in force in the Sultanate of Oman (Applicable Law).
Article (2) : Finance
(A) The Association will fund its activities via:
1. Subscriptions from members of the Association (Members, which term shall be deemed to include Corporate Members and Honorary Members (defined below))
2. Contributions, donations, and/or sponsorship (cash or in-kind);
3. Funding from government or other lawful sources approved by the Board of Directors (the Board) from time to time; and
4. Such other lawful sources as the Board shall approve from time to time including, without limitation, such levels of prudent bank borrowing, if any, as such Board may consider necessary and appropriate.
(B) The application of the funds will be administered by the Association in order to achieve the Objectives and in accordance with Applicable Law.
Article (3) : Organisational Structure
The Association will consist of the Patrons (defined below), the Board, the Executive Management, and the Members. The Executive Management shall comprise such administrative, finance, HR or other staff as the Board shall consider appropriate from time to time (the Executive Management).
The Association’s General Meeting of Members (General Meeting) shall be convened at least once a year by the Board. The Board shall set the agenda (Agenda) for each General Meeting and shall propose resolutions for consideration and, if thought fit, approval by the Members at the General Meeting. General Meeting resolutions shall be passed by simple majority vote of Members present and entitled to vote. All Members who have paid their membership subscription as at the date of the General Meeting shall be entitled to attend and vote.
Representatives of the Board and the Executive Management shall attend the General Meeting. The Chairman of the Board shall act as chairman of the General Meeting. In the absence of the Chairman of the Board, the Vice-Chairman of the Board shall chair the General Meeting.
Article (4) : Patrons, the Board, and the Executive Management
1. The honorary founding patrons (Patrons) shall be H.E. Abdulla bin Hamad bin Saif Al-Busaidy representing the Sultanate of Oman and Mr. Adolf Ogi.
2. The Board shall comprise a chairman (Chairman); a vice- chairman (Vice-Chairman); and other Board directors. The founding Members of the Association shall nominate and select the first Board which shall serve for an initial term of 3 years or such other period as may be approved by a General Meeting.
3. Succeeding Boards shall be elected by the General Meeting in accordance with the By-Laws. The Board shall determine the number of Directors in accordance with the By-Laws at the time of such election.
4. Each member of the Board shall be appointed for a term of 3 years (renewable). The first Board shall elect from among themselves a Chairman and Vice-Chairman.
5. The Board will oversee the issuance of the By-Laws at a future juncture, as and when deemed pertinent.
6. The By-Laws shall stipulate the duties & responsibilities of the Patrons and the Board (including the Chairman and the Vice- Chairman).
7. The Executive Management (defined in Article 3) shall comprise such staff as the Board shall consider appropriate from time to time. The terms of employment of such staff shall be determined by the Board.
8. The Executive Management shall report to the Board and shall function as per the directives of the Board unless otherwise stipulated in the By-Laws.
Article (5) : Membership of the Association
(A) Those who wish to join the association must:
1. be at least 18 (Eighteen) years’old
2. be committed to the Objectives of the Association
3. if not joining as a Member in his or her individual capacity, be employed by an entity or organization which is a corporate member of the Association (such member referred to in this Charter as a Corporate Member)
4. not be convicted of a crime or misdemeanor; and
5. not be employed in a government institution.
(B) The Board may invite Corporate Members to nominate one representative to participate as a member of any sub-Committee constituted by the Association for a particular sector from time to time e.g. Business Affairs, Event Management & PR; Cultural Matters, and in any Association activities held anywhere in the Sultanate of Oman or Switzerland.
(C) Members, including Corporate Members, will be given preference over non-Members at meetings and events organized by the Association.
(D) If the Board deems it appropriate in order to further the Objectives and/or in recognition of noteworthy contributions to the Association, the Board and/or the Patrons have the discretion to grant honorary membership of the Association to persons without payment of a Member’s subscription (each person granted such membership will be referred to in this Charter as an Honorary Member). The Board may revoke the membership of an Honorary Member at any time at its sole discretion.
Article (6) : Management of the Association
The Board shall decide all matters at Board meetings by simple majority vote (except any matter that under the By-Laws or this Charter requires a super-majority vote by the Board or the approval of the General Meeting).
Article (7) : Cessation of the Membership
1. The appointment of a member of the Board and/or the employment of any member of the Executive Management team shall cease if:
a) They resign by giving written notice to the Board.
b) they are removed by: (i) simple majority vote of the Board (in the case of removal of any member of the Executive Management team); or (ii) simple majority vote of Members at a General Meeting (in the case of removal of any member of the Board, including the Chairman or Vice- Chairman); or
c) if applicable, the fixed term of their appointment expires.
2. If the appointment of a member of the Board or the employment of any member of the Executive Management team ceases, they shall return all documents and property belonging to the Association to the Board within 1 (One) month.
Article (8) : Dissolution
The Executive Management shall prepare and submit to the Board for approval an annual report on the activities of the Association. If, for any reason, the Association is unable to achieve its objectives, the Board shall have the right to dissolve the Association in accordance with the By-Laws.
Article (9) : Amendment of Charter and/or By-Laws
Any Amendments to this Charter (and the adoption or amendment of the By-Laws) must be ratified by General Meeting.