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Email: aba@aba.af

Afghanistan Builders Association

BylawAdopted on Mar 2004

Amended on Nov, 2009

ARTICLE I

NAME AND OBJECTIVE

Section One: The name of this nonprofit Association shall be the Afghanistan Builders Association, hereinafter referred to as the ABA. 

Section Two: The objects of the nonprofit ABA shall be to unite individuals, firms, and local Associations or Chapters, hereinafter referred to as the Locals and their members in Afghanistan for the purpose of exerting an effective, combined influence upon matters affecting the shelter construction, remodeling, or land development industry, and the professional conduct of persons engaged therein for the benefit of the construction industry, the community, and the consuming public.

 

ARTICLE II

CODE OF ETHICS

Section One. The Code of Ethics of Afghanistan Builders Association (ABA) is its self-issued Code of Ethics and will be considered a part of its rule and regulation. This Code of Ethics puts obligation on all individual and corporate members of ABA to obey and follow specified requirements in all stages of operations. The ABA Code of Ethics shall in the future be deemed to be amended and changed when amended by the ABA Board of Directors.

ARTICLE III

MEMBERSHIP

Section One: The membership of ABA shall consist of the following classes:

(a)    Builder Member: Any individual that is in the business of shelter construction, remodeling, or in land development and who subscribes to the Code of Ethics of this ABA and is of good character and business reputation, shall be eligible to be a builder member provided such individual:(i)                 Has been accepted as a builder member in good standing of any ABA main or regional branches or Chapter of the ABA, or(ii)             Has license from any authorized governmental organizations, such as AISA, or other organization

(b)   Associate Member. Any individual engaged in any construction trade, industry, or profession related to shelter construction, remodeling or land development and not inconsistent with the objectives of the ABA or any of its Affiliated Regional Branches or Chapters, who subscribes to the Code of Ethics of the ABA and is of good character and business reputation shall be eligible to be an associate member provided such an individual: (i) Has been accepted as an associate member of an Affiliated Regional Branch of ABA, or (ii) Operates within Afghanistan territory involved in constructional activities. 

(c)    Student Members. Any Student of light construction or related subjects who is a member of an organized group in an accredited school/university during the current academic year and sponsored by a faculty advisor/institution or capacity building organization shall be eligible to be a student member. ABA provides internship programs to graduates or students, sponsored by other organizations. 

(d)   Honorary Member. Any person(s), company or legal entity requested by an organization, ABA branches or ABA’s partners, and recommended by the Executive Committee to the Board of Directors or any person(s) or recommended by the Executive Committee and approved by the Board, from time to time, for distinguished and unique service to the building industry, shall be an Honorary Member(s) of the. Honorary membership in the ABA does not carry with it the privilege of voting or office. 

(e)   Affiliate Member. Any individual who subscribes to the Code of Ethics of this association and is an employee of a company represented by a Builder or Associate member of the same local association as defined in section (1)(a) and (b) of ABA’s bylaws shall be eligible to be an affiliate member if s/he has been accepted as an affiliate member by a regional branch of ABA or is a member in good standing at large of ABA.

 ARTICLE IV

AFFILLIATED ASSOCIATION AND CHAPTER

Section One: Any Local Association or Chapter within the Afghanistan may be affiliated if all builders and associate members of which hold membership in the ABA and in its regional branches.

Section Two. The ABA may assist in the establishment and early administration of new Local Associations and Chapters. Such assistance may not be charged on new established association, nevertheless, membership fee of other services that ABA may provide afterward or affiliation to ABA.

ARTICLE V

MEMBERSHIP FEE & DUES

Section One. The dues of each affiliated Association or Chapter shall consist of the annual dues payable to the ABA by all members of such Local Associations or Chapters who are eligible for membership in the ABA.

Section Two. The annual dues for members shall be as set by the Board of Directors after a 90-day notice with a 2/3 majority vote of a quorum, unless otherwise specified.ABA Management may set the amount of annual dues to all categories of members with its discretion in accordance with ABA requisites.

Section Three. There shall be no dues for student or honorary members. This does not include dues in local association or corporate members.

Section Four. All membership fees shall be payable to the ABA simultaneously with the submission of ABA Registration Form and other required documents for membership.The amount of each categories of membership shall vary and ABA may offer special discount to specific members. The currency of membership fee shall be Afghani or its equivalent in other internationally accepted currencies.

Section Five. Any member delinquent in payment of dues or membership fee by more than 90 days shall be dropped from the membership. Notice and reminders shall be issued to member for renewal during the delinquency or default periods.

 ARTICLE VI

OFFICERS AND EXECUTIVE COMMITTEES

Section One. The elected officers of the ABA shall be the Senior Officers (President, President-Elect, and Vice President, as they are elected by the Board of Directors. All above mentioned officers shall be members of the Board of Directors. The President shall be eligible to serve a second successive term. The president shall be responsible for the daily management of ABA and duration of his/her incumbency is not limited, however, the General Assembly can elect the president by the majority of votes.

Section Two: The president is the Chief Executive Officer (CEO) and can establish the executive team of management. The salaries to executive personnel of ABA shall be set by the president based on each employee’s qualification. ABA shall observe the qualification and expertise of employee and equal opportunity shall be provided to all Afghans.

Section Three: The president and vice president of ABA shall be elected by Board of Directors. The General Assembly of ABA selects the members of Board of Directors after each three years. Anyone who is the corporate or affiliated member of ABA can either elect or be elected as member of Board of Directors. Student members are only observer and are not franchised to vote in General Assembly. The Vice President and Executive Director can perform duties of president/CEO when necessary.

Section Four: The duties of the employees shall be such as their title, by general usage, would indicate and such as may be assigned to them, respectively, by the president/CEO from time to time, such as required by law.

Section Five: The president and management team of ABA will report to Board of Directors in annual basis. This report will consisted of administrative, financial and operation reports.

Section Six: There will be an Executive Committee that shall be consisted of President, Executive Director and other nonvoting personnel of ABA. The president of ABA shall head this committee and they conduct regular weekly meetings.The Executive Committee shall meet approximately 30 days prior to conduction of triennial General Assembly to discuss issues and prepare the requirement of this assembly.

ARTICLE VII

BOARD OF DIRECTORS

Section One: The government of ABA shall be vested in the Board of Directors (the Executive Committee shall report to the Board), elected for terms of three years, approximately 1/3 of the Board to be elected triennially as provided in Section 4. They shall be installed at the triennial assembly.

Section Two: The Executive Committee shall administer the finances of the ABA and shall have sole authority to appropriate money. The accounts of the ABA shall be audited annually by a Certified accounting firm or external auditing institution.

Section Three: The eligibility for the number of directors representing all classes of membership shall be determined triennially by the President of the ABA on the basis of the number of members whose dues are paid to the ABA upon each year according to the ABA’s membership procedure. At the time of this determination, the President shall inform each local of the number by class of membership it is eligible to have on the ABA Board. Each director shall finish his term regardless of membership loss by the expiration. 

Section Four: Absence from three consecutive meetings without a valid excuse or representative by a designated alternate and so recorded by the Board shall be construed as a resignation. This provision does not apply to Past Presidents.

Section Five: Vacancies in the Board of Directors by resignation or otherwise shall be filled by the Executive Director of ABA until the next triennial election only.

Section Six: Each director shall be entitled to one vote only, and no director may vote another’s proxy.

Section Seven: (a) The Board of Directors shall meet at minimum three (3) times each year on dates and places to be determined by it. (b) Notice of director’s meetings shall be distributed via mail, e-mail or other electronic means or faxed 10 days prior to the meeting and shall state the purpose, time, date and place of the meeting. (c) Special meetings of the Board of Directors may be called by the President. (d) For the purposes of regularly called or special meetings of the Board of Directors, a quorum shall be defined as follows:(i) at least 5 members of the Board of Directors; and(ii) the majority of those directors present must be Builder Members of the ABA as defined in Article III, Section 1(a). At all meetings of the Board of Directors, the act of the majority of directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.(e) The Board of Directors may meet by telephone conference and/or use Internet voting or meetings to address emergent issues.

Section Eight: No one individual shall have two or more votes on the Board

 ARTICLE VIII

TRIENNIAL ASSEMBLIES, ELECTIONS AND ASSEMBLIES

Section one: The ABA shall hold triennially an assembly which shall be open to all members, and construction and construction materials companies and entrepreneurs who adopt and follows the statute and Code of Ethics of Afghanistan Builders Association (ABA).

Section Two: The ABA shall hold a triennial election meeting to ratify directors elected by the franchised companies and members at the, held concurrently with the Board of Directors meeting, time and place to be designated by that body.

Section Three: The Nominating Committee shall place in nomination at least one candidate from each respective companies or members if the company or member has notified the ABA of its elected representative 10 days prior to the election meeting. In case of contests, all voting shall be by secret ballot. The member of Board shall be elected based on the highest votes they receive in the result of polling in this meeting.

Section Four: The president/Chairman shall be elected by the members of Board of Directors at the end of General Assembly and election process. Each member of elected Board can nominate his/her self to the post of Chairmanship or Vice Presidency. Voting shall be only among Board of Directors for the selection of President/Chairman and Vice Presidents.

 

ARTICLE IX

COMMITTEES

Section One: Standing Committees shall have such duties as their titles indicate and as the Executive Committee or Board of Directors may assign. All programs of action or budgets of committees shall be subject to approval of the Executive Committee or Board of Directors.

Section Two: In addition to other committees as provided for in these bylaws, the President, subject to the approval of the Board of Directors, may appoint committees and designate their chairmen (except as provided in Article VI, Section 4), the members of which shall serve for three years or until their successors are appointed and qualified, or as may otherwise be provided in these bylaws.

Section Three: The president/Chairman shall appoint executive staffs for day-to-day management based on qualifications required for each designation.

 

ARTICLE X

FISCAL YEAR

Section One: The fiscal year of ABA shall be January 1st to 31st. This is subject to the laws and regulations of Islamic Republic of Afghanistan requirement as may necessitate conversion to Afghanistan’s Calendar, Solar Year.

 

ARTICLE XI

AMENDMENT

Section One. These bylaws may be amended at any meeting of the Board of Directors by the affirmative vote of 2/3 of the directors present and voting, provided that a quorum is present and providing further that written notice of the substance of any proposed amendments shall first have been sent to each director at least 20 days in advance of the meeting.

 

ARTICLE XIII

NDEMNIFICATIONS

Section One: Definition. (a) “Expenses” include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.(b) “Liability” includes the obligation to pay a judgment, settlement, penalty assessment, forfeiture or fine and reasonable expenses.(c) “Proceeding” means any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit arbitration or other proceeding whether formal or informal, which involves foreign, or local law and which is brought by or in the right of the corporation or by any other person.

Section Two: The president/Chairman, who shall be the true responsible to manage the ABA’s day-to-day activities, shall be entitled of monthly salary and other allowances including, health, food and travel allowance. The amount of salary and allowances shall be determined by the Board of Directors annually or otherwise, specified.

Section Three: All expenses, costs and charges pertain to the ABA’s activities shall be reimbursed from ABA’s annual budget in regard to the presented documentations of each item. The ABA’s annual budget shall include social costs and hospitality within a specific amount in the budget.

Section Four: The annual budget of ABA shall be approved by the 2/3 members of Board of Directors and shall be put to force from the date approved.XIII

MISCELLINIOUS

Article One: This statute shall be put to force from the date approved by the 2/3 members of Board of Directors.