On this day Thursday 13 December 2007 the Undersigned create this Constitution/Bylaws of The Middle East Network for Animal Welfare (MENAW),
Secretariat:  Zawet Abu Mosalam, Shabramont Giza, Egypt

The purpose of the Middle East Network for Animal Welfare (MENAW) is to improve animal welfare by bringing together animal welfare societies through networking, providing a forum to exchange ideas and lessons learned, and to speak with a louder combined voice.

MENAW’s primary geographical focus is the Middle East and North Africa, but members from other countries are welcome.

MENAW may pursue its activities through branch and/or regional offices.. The branch or regional offices must strictly adhere to MENAW rules and regulations.

The sources of income of MENAW include donations from individuals, organizations, institutes as well as and other sources approved by the Board.

MENAW members shall be animal welfare societies, including wildlife societies, with the following categories

Must be an animal welfare society (no individual person members) within the generally accepted geographic boundaries of the Middle East and/or North Africa. The society may be a founding member who has requested to continue membership as a Full Member or may be a new member who has requested to join and been accepted by the Board after the society was established. Membership begins upon acceptance by the Board. A Full Member has the right to attend General Assemblies, the right to nominate for the Board, and to be on the Board.

Animal Welfare societies in neighboring countries interested in joining MENAW (or who have already joined), but not technically within the generally accepted geographic boundaries of the Middle East or North Africa. Associate Members may attend General Assemblies but they may not vote, nominate Board Members, nor serve as Board Members.

The Board may offer Honorary Membership to organizations or individuals who offer services or financial support. Honorary Members may attend General Assemblies, but they may not vote, nominate Board members, nor serve as Board Members.

The Board may offer Observer status to individuals, including those seeking to establish a society. Observers may attend General Assemblies, but they may not vote, nominate Board Members, nor serve as Board Members.

Full Members and Associate Members shall provide MENAW with the name and contact information of the person selected from the member society to officially represent the organization to MENAW.

- Membership will be terminated under the following conditions:
-  Resignation from MENAW membership.
-  Committing an act that causes harm to MENAW.
Membership may be reinstated, by approval from the Board.
The Board will notify the member that the society membership will be terminated within 15 days of making the decision to revoke membership.

The General Assembly shall consist of all Full Members, and fulfilled the obligations imposed on them according to these Articles. Decisions of the General Assembly shall require a simple majority vote, unless voting to make a change in the MENAW constitution/bylaws, in which case a 2/3 majority vote is required. A quorum shall consist of at least half the Full Members. General Meetings will usually be conducted in conjunction with MENAW conferences (approximately every 18-24 months), but may also be conducted by electronic means to vote on specific issues between MENAW conferences if deemed necessary by the Board of Directors, as well as for election of Board Members.

The Board of Directors shall consist of seven Directors elected by the General Assembly, with the exception that the first Board of Directors (“Interim Board”) shall be appointed by the group of founders and serve until a new Board is elected as described below following the second MENAW conference. The group of founders is defined as the 27 societies registered as MENAW members as of 13 December 2008.

Board Members shall hold office until the close of the subsequent MENAW conference, at which time the new Board Members elected at that subsequent conference will assume office. Board nominations must be received by the Board Secretary via FAX or email at least 30 days prior to the conference/election. Nominee statements will be solicited and distributed by email or posted on the MENAW website two weeks prior to the election. Existing Board Members may be re-elected.

The Board shall be elected for a four-year term, providing one half of the board members shall be renewed approximately every two years (based on timing of the MENAW conferences). However, as there are seven Board Members, the renewals shall be for three members after two years and four members after four years.   Board Members whose terms expire may be nominated and re-elected by the General Assembly to fill their own vacated seats.

During the initial four year period, in order to transition the Board into a staggered four year cycle, three of the Board Members will be selected by lot after two years to vacate their Board seats; after two additional years, the remaining four Board Members not previously dropped will be selected by lot to be dropped. Those Board members dropped by drawing lots or by expiration of term, may be nominated and re-elected by the General Assembly to fill their own vacated seats.

Each Full Member shall have the same number of votes as Board seats to be filled in a particular election. A Full Member may use only one of its votes for one candidate – no multiple votes for the same candidate. Elections will normally be conducted at MENAW conferences by written ballot. Those members who cannot attend in person may vote by email, FAX or another electronic means that provide a hardcopy record, provided that the vote is received by the Board Secretary at least 24 hours prior to the voting at the MENAW Conference. Proxy voting is allowed with proper authorization and authentication. A Board seat which becomes vacant between normally scheduled elections may be filled by special ballot of the full members of the General Assembly to serve the remaining term for that board seat. If the election is not being conducted at a MENAW conference, voting may be by email, FAX or another electronic means that provide a hardcopy record. All Board elections shall be by plurality vote: the winner(s) shall be the candidate(s) receiving the most votes even if this is not an absolute majority.  

In the first ever Board Meeting, and in the first Board Meeting after a two year cycle election, the Board Members must elect the chairperson, the vice chairperson, treasurer and the secretary and any other officers the Board votes to establish.

The Board shall meet at least once per quarter by various means (in person, telephone conference, on-line audio conference, email, etc.). The only restriction is that each Board Member must be able to see or hear the comments of all other Board Members. In the case of a blog or email, this may not happen in real time. A Board meeting may be held in conjunction with a MENAW conference, including in order to fulfill the quarterly requirement to conduct such a meeting.

A Board quorum shall require participation by at least four Board Members. In order to pass a motion, at least four Board Members must vote in favour of the motion, regardless of the number of Board Members participating.

The Board may appoint non-voting “Honorary Board Members”, who may be individuals from anywhere in the world.

Presiding over general meetings and board Meetings.

Determining the agenda for the Board and ensuring that the decisions made by the Board are implemented.

Making decisions in hurried matters that cannot be postponed until the next Board meeting as long as these decisions are presented during the first subsequent meeting. If the Chairperson is not available, then the Vice-Chairperson can take his place according to MENAW’s order and at that time the Vice-Chairperson has all the authority of the Chairperson.

Preparing the agenda of the Board. Sending invitations to the members and doing secretarial work during the meeting, preparing decision reports, documenting them and presenting them to the Board during the following meeting for approval. Also the Secretary takes care of the secretarial work for the general society (normal and extraordinary). If not present, the youngest member (age-wise) of the present Board members will act as Secretary.

Prepare a list of names of members and their addresses.

Responsible for keeping the minutes of the Board meetings and the general meeting and signing them with the Chairperson

Prepare the annual report describing MENAW’s activities for presentation to the Board.

This Constitution/Bylaws may be amended by a 2/3 majority vote of the Full Members.

If it becomes obvious to the Board that MENAW is no longer capable of accomplishing its original goals, then the Board should call the general assembly for an extraordinary meeting. The invitation should include a report regarding this subject and discuss dissolving the society or merging with another society in the same field.

An extraordinary General Assembly meeting must issue the decision to dissolve MENAW and, if required, appoint a liquidator and set the time of liquidation and his remuneration.