Article I : Principal Office :
- Pursuant to Art. 84/2008 et seq. of the Egyptian Civil Code an international, politically and religiously impartial, non-profit association exists under the name of Middle Est North Africa Stroke and interventional Neurology or Neurotherapies (hereinafter the “organization” or “MENA_SINO”).
- The legal domicile of the Organization is in Egypt, .
- The Organization may have offices in other locations and in other countries.
Article II : Mission :
To operate and represent a society of persons interested in the innovative treatment of cerebrovascular and other vascular neurological disease.
To foster cooperation among specialists and sub-specialists who are involved in the interventional treatment of neurological disorders.
To foster scientific research in the field of cerebrovascular diseases and neurointerventional procedures through internal and external collaboration with other groups.
To raise awareness and disseminate knowledge concerning developments in cerebrovascular diseases and neurointerventional procedures by promoting, conducting, and supporting teaching activities for the public, physicians, and scientists interested in this field. Such activities include but are not restricted to developing public educational resources, arranging professional meetings for the presentation and discussion of papers and practical workshops dealing with such developments.
To promote and improve the training of vascular and interventional neurology in teaching programs in collaboration with other organizations.
To address practical issues faced by specialists and sub-specialists who are involved in the interventional treatment of neurological disorders.
To address practical issues faced by specialists and sub-specialists who are involved in the interventional treatment of Stroke
To work on decreasing the stroke burden in the region through cooperation with other organization , promoting national authorities , elevating the level of care via training and education and settling golden milestones for practice “guidelines “ in the field of stroke and neurointerventions .
To promote the formation of MENA-region national societies of Stroke and neurointervention and to coordinate relations between them; and
To promote relationships with stroke and/or neurointervention societies outside MENA-region.
To bring forward the methods of research and treatment of the relevant specialties in order to promote public health;
Article III : Vision :
Be the leading multidisciplinary society for all Stroke practice & neurointerventional physicians specially in MENA area.
- In order to achieve this Mission and Vision the Organization shall in particular:
- hold the Annual Scientific Meeting,
- organize educational courses in stroke medicine and interventional neurology and their tributaries ;
- organize any other meetings and promote its purposes;
- award prizes or make scientific awards for work aimed at these purposes; and
- promote the publication of an official journal and other appropriate documents.
- The Association shall be empowered to engage in such other and further means as may be necessary and proper to accomplish its objectives and purposes.
Article IV: Membership :
This corporation shall have no voting members, but the Board of Directors may, by resolution, establish one or more classes of nonvoting members and provide for eligibility requirements for membership and rights and duties of members, including the obligation to pay dues.
Members of the corporation will be one or more of the following categories :
a) Full members: who will be the only eligible members for voting and board members inclusions; knowing that the voting will start a year after the establishment of the corporation. The Full Membership is open to professional (attained consultant level of practice in his country ; confirmed ) Neurologist , Neuroradiologists, Neurosurgeons
b)Associate members: The Associate Membership is open to any individual who is not eligible for Full or Junior Membership.
c)Junior members: The Junior Membership is open to doctors in training to become Neurologist , neuroradiologists or Neurosurgeons and is limited to a maximum period of three years. Thereafter, the relevant individuals are expected to apply for Full Membership.
d)Honorary members : The Honorary Membership is conferred by the Executive Committee to individuals who are judged to have made outstanding contributions to the Field of practice.
e) Corporate Members:-
The Corporate Membership is open to any company, institution or organization interested in a closer collaboration with the Organization.
Corporate Members are represented within MENA-SINO by two delegates that shall be designated by the relevant Corporate Member.
f) Institutional Members
The Institutional Membership is open to national or other neurological , radiological or/and Neurosurgical societies or in their absence the corresponding sections of Stroke and interventional neurology within national societies of neurology , neurosurgery or/and radiology.National or other interested societies shall be represented within MENA-SINO through the Institutional Membership.The president or a delegate of the president of the national or interested society being admitted as Institutional Member shall act as the relevant Institutional Member’s representative within MENA-SINO.
Article V: Board of Directors :
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board (if any), the President (if any), or any two directors, and noticed in accordance with Section 9.
Section 9. Notice. Notice of the annual meeting and any special meetings of the Board of Directors shall state the date, place, and time of the meeting and shall be given to each director at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally or by telephone, including a voice messaging system, or by other electronic transmission such as e-mail, in compliance with Article IX, Section 5 of these Bylaws.
Section 10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present provides a waiver of notice, a consent to holding the meeting, or an approval of the minutes in writing. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.
Section 11. Quorum. A majority of the total number of directors then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-fifth of the authorized number of directors or two directors, whichever is larger. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in Article III, Sections 5 (filling board vacancies), 6 (removing directors) and 12 (taking action without a meeting); Article IV, Section 1 (appointing Board Committees); Article VI, Section 3 (approving self-dealing transactions); Article VII, Section 2 (approving indemnification); and Article IX, Section 6 (amending Bylaws), of these Bylaws or in the Egypt Nonprofit Public Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action in writing. Such written consents shall be filed with the minutes of the proceedings of the Board, and shall have the same force and effect as the unanimous vote of such directors
Section 13. Telephone and Electronic Meetings. Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other electronic transmission in compliance with Article IX, Section 5 of these Bylaws so long as all of the following apply:
(a) each director participating in the meeting can communicate with all of the other directors concurrently, and
(b)each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
Section 14. Standard of Care.
- General. A director shall perform the duties of a director, including duties as a member of any Board Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(i) one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented;
(ii) counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or
(iii) a Board Committee upon which the director does not serve, as to matters within its designated authority, provided that the director believes such Committee merits confidence; so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except as provided in Article VI below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.
- Investments. Except with respect to assets held for use or used directly in carrying out this corporation’s public or charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation’s investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation’s capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.
Section 15. Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation.
Section 16. Director Compensation. The Board of Directors may authorize, by resolution, the payment to a director of reasonable compensation for services as a director. The Board may authorize the advance or reimbursement to a director of actual reasonable expenses incurred in carrying out his or her duties as a director, such as for attending meetings of the Board and Board Committees.
Section 17. Executive Compensation Review. The Board of Directors (or a Board Committee) shall review any compensation packages (including all benefits) of the President or the chief executive officer and the Treasurer or chief financial officer, regardless of job title, and such other officers as may be required by law or which shall be so designated by resolution of the Board of Directors from time to time, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of this corporation.
Section 1. Board Committees. The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, and only of directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board,except for the powers to:
(a) set the number of directors within a range specified in these Bylaws;
(b) elect directors or remove directors without cause;
(c) fill vacancies on the Board of Directors or on any Board Committee;
(d) fix compensation of directors for serving on the Board or any Board Committee;
(e) amend or repeal these Bylaws or adopt new Bylaws;
(f) adopt amendments to the Articles of Incorporation of this corporation;
(g) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(h) create any other Board Committees or appoint the members of any Board Committees; or
(i) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Section 2. Advisory Committees. The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board determines. Advisory committees may not exercise the authority of the Board to make decisions on behalf of this corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.
Section 3. Audit Committee. For any tax year in which this corporation has gross revenues of $2 million or more, this corporation shall have an Audit Committee whose members shall be appointed by the Board of Directors, and who may include both directors and non-directors, subject to the following limitations: (a) members of the finance committee, if any, shall constitute less than one-half of the membership of the Audit Committee; (b) the chair of the Audit Committee may not be a member of the Finance Committee, if any; (c) the Audit Committee may not include any member of the staff, including the President or chief executive officer and Treasurer or chief financial officer; (d) the Audit Committee may not include any person who has a material financial interest in any entity doing business with this corporation; and (e) Audit Committee members who are not directors may not receive compensation greater than the compensation paid to directors for their Board service.
If the Audit Committee is composed and appointed as required by Section 1 above (concerning Board Committees), it shall be deemed a Board Committee on which the other directors are entitled to rely as provided in Article III, Section 14 of these Bylaws; otherwise, the Board of Directors shall remain responsible for oversight and supervision of the Audit Committee as an Advisory Committee.
The Audit Committee shall: (1) recommend to the Board of Directors the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor, (2) negotiate the compensation of the auditor on behalf of the Board, (3) confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order, (4) review and determine whether to accept the audit, and (5) approve performance of any non-audit services provided to this corporation by the auditor’s firm.
section 4 : Research Committee
- The President will nominate the chair of the Research Committee after the approbation by the Board.
- The goal is to allow scientific exchanges between researchers in stroke from different MENAP countries and collaborate with experts internationally and to organize meetings (symposia or seminars) proposed by the various Research Groups.
- Whenever the establishment of a new Research Group is suggested, it has to be presented to the President who will consult various National Delegates from different researchers who are particularly concerned with that topic. From the names proposed by the Board, or various communications, the President shall select ten (10) to fifteen (15) active individuals in the field of stroke research from consortium countries, a chairperson and co-chairman for each research committee.
- The research committee will conduct and collaborate all researches contributed by members. The committee is responsible to ensure fair publication rights and put the research bylaws of future collaboration among members.
Section 5: Education Committee:
- The president select the members and chair of this committee
- This committee will be responsible for organizing workshops and conference or any type of CME activities
Section 6: Communication and Public Relations Committee
- The president select the members and chair of this committee
- Marking subcommittee, should be responsible for creating a web site, advertising the objective of the consortium and announcing any activities with CME hours
Article VII: Officers:
Article VIII : Certain Transactions:
Section 1. Loans. Except as permitted by Section 5236 of the EgyptNonprofit Public Benefit Corporation Law, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2. Self-Dealing Transactions. Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within EgyptCorporations Code Section 5233(b).
Section 3. Approval. This corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. This corporation may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) this corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to this corporation at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director’s interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
Where it is not reasonably practicable to obtain approval of the Board before entering into a self-dealing transaction, a Board Committee may approve such transaction in a manner consistent with the requirements above; provided that, at its next meeting, the full Board determines in good faith that the Board Committee’s approval of the transaction was consistent with the requirements above and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested director.
Section 1. Right of Indemnity. To the fullest extent allowed by Section 5238 of the EgyptNonprofit Public Benefit Corporation Law, this corporation shall indemnify its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this Article, “agent” shall have the same meaning as in Section 5238(a), including directors, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238(a), including reasonable attorneys’ fees.
Section 2. Approval of Indemnity. On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification to the extent permitted thereby.
Section 3. Advancing Expenses. The Board of Directors may authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:
(a) the requested advances are reasonable in amount under the circumstances; and
(b) before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
The Board shall determine whether the undertaking must be secured, and whether interest shall accrue on the obligation created thereby.
Section 4. Insurance. The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, and such insurance may provide for coverage against liabilities beyond this corporation’s power to indemnify the agent under law
Article X : Grants Administration
Section 1. Purpose of Grants. This corporation shall have the power to make grants and contributions and to render other financial assistance for the purposes expressed in this corporation’s Articles of Incorporation.
Section 2. Board of Directors Oversight. The Board of Directors shall exercise itself, or delegate, subject to its supervision, control over grants, contributions, and other financial assistance provided by this corporation. The Board shall approve a process for reviewing and approving or declining all requests for funds made to this corporation, which shall require such requests to specify the use to which the funds will be put, and include a mechanism for regular Board review of all grants made. The Board shall similarly approve a process for authorizing payment of duly approved grants to the approved grantee.
Section 3. Refusal; Withdrawal. The Board of Directors, in its absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board, in its absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other purposes within the scope of the purposes expressed in this corporation’s Articles of Incorporation, subject to any rights of third parties under any contract relating to such grant.
Section 4. Accounting. The Board of Directors shall determine under what circumstances to require that grantees furnish a periodic accounting to show that the funds granted by this corporation were expended for the purposes that were approved by the Board.
Section 5. Restrictions on Contributions. Unless otherwise determined by resolution of the Board of Directors in particular cases, this corporation shall retain complete control and discretion over the use of all contributions it receives, and all contributions received by this corporation from solicitations for specific grants shall be regarded as for the use of this corporation and not for any particular organization or individual mentioned in the solicitation.
Article XI : Miscellaneous :
Section 1. Fiscal Year. The fiscal year of this corporation shall end each year on December 31.
Section 2. Contracts, Notes, and Checks. All contracts entered into on behalf of this corporation must be authorized by the board or the person or persons on whom such power may be conferred by the board from time to time, and, except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation shall be signed by the person or persons on whom such power may be conferred by the board from time to time.
Section 3. Annual Reports to Directors. The President shall furnish an annual written report to all directors of this corporation containing the following information about this corporation’s previous fiscal year:
(a) the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year;
(b) the principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) the revenue or receipts of this corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
(d) the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and
(e) any transaction during the previous fiscal year involving more than $50,000 between this corporation (or its parent or subsidiaries, if any) and any of its directors or officers (or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten percent of the voting power of this corporation or its parent or subsidiaries, if any, or any of a number of such transactions in which the same person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than $50,000, as well as the amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any director or officer of this corporation. For each transaction, the report must disclose the names of the interested persons involved in such transaction, stating such person’s relationship to this corporation, the nature of such person’s interest in the transaction and, where practicable, the value of such interest.
The foregoing report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this corporation. The report and any accompanying material may be sent by electronic transmission in compliance with Article IX, Section 5 of these Bylaws.
Section 4. Required Financial Audits. This corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Whether or not they are required by law, any audited financial statements obtained by this corporation shall be made available for inspection by the Attorney General and the general public within nine months after the close of the fiscal year to which the statements relate, and shall remain available for three years (1) by making them available at this corporation’s principal, regional, and district offices during regular business hours and (2) either by mailing a copy to any person who so requests in person or in writing or by posting them on this corporation’s website.
Section 5. Electronic Transmissions. Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from the corporation, the corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the corporation, the corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
Section 6. Amendments. Proposed amendments to these Bylaws shall be submitted in writing to the directors at least one week in advance of any Board meeting at which they will be considered for adoption. The vote of a majority or the unanimous written consent of the directors shall be required to adopt a bylaw amendment.
Section 7. Governing Law. In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the Egypt Nonprofit Public Benefit Corporation Law as then in effect shall apply.