Article 1: Establishment of the Society

By the will and guidance of God, this society was established in accordance with Cooperative Law No. 26 of 1384H and its amendments and executive regulations, and under the provisions of this bylaw. It is a multi-purpose cooperative society with limited liability.

Article 2: Scope of Work

The society’s area of work includes King Abdulaziz University and its branches. Its main office is located in Jeddah, which may be relocated by a decision of the General Assembly to any other place within its area of work, provided it does not harm another society.

Article 3: Objectives of the Society

• Provide food supplies for university members, such as establishing a supermarket inside faculty housing and a grocery store for students on campus.
• Establish educational libraries to serve faculty, students, and administrative staff.
• Provide transportation services for the children and families of faculty and administrative staff.
• Set up car maintenance workshops and home maintenance for university members.
• Open general service offices to serve university members.
• Any other services within the scope of the society's objectives.

Article 4: Legal Capacity

The society acquires legal personality upon completion of registration and publication as stipulated in Articles 3 and 9 of the Cooperative Societies Law. The society is provided with a registration certificate and a certified copy of these bylaws. After registration and publication, the society or its representative has the right to act to achieve the objectives and purposes outlined in Article 3.

Article 5: Membership Conditions

1. Must be a Saudi national.
2. Must be at least 18 years old, except for corporate members or heirs of deceased members.
3. Must have full legal capacity to act.
4. Must pay the minimum contribution to the society.
5. Must reside within the society’s service area or have interests related to its objectives.
6. Must not engage in work contrary to the society's interest.
7. Must be accepted by the Board of Directors, except for founding members. Those rejected may appeal to the General Assembly.

Article 6: Institutional Contributions

Legal entities (such as companies) may contribute to the society if they meet membership conditions. Their members cannot individually benefit from society services or be elected to the Board unless they personally hold contributions in the society.

Article 7: Society's Investment in Institutions

The society may, with approval from the General Assembly and the Ministry, invest as a legal entity in institutions or companies within its service area, provided the investment serves the society's objectives and does not exceed half of the society's share capital at the time of contribution.

Article 8: Members' Duties

1. Sign the membership register including name, address, and number of shares after reviewing these bylaws.
2. Fulfill all obligations stated in the bylaws and internal regulations and comply with decisions of the General Assembly and Board.
3. Pay any debts or loans owed to the society.
4. Notify the Board in writing of any change in address.

Article 9: Termination of Membership

The Board may terminate a member in the following cases:

• If any conditions in Article 5 are no longer met.
• If a legal or administrative ruling involves dishonesty or misconduct.
• If the member violates duties in Article 8, paragraphs 2 and 3.
• If the member intentionally causes material or moral damage to the society.

The terminated member must be notified and has 15 days to object.

Article 10: Resignation

Members may submit a written resignation to the Board with reasons. The Board must decide within six months. Silence is considered acceptance after this period.

Article 11: Loss of Membership

• Death
• Termination
• Resignation

Article 12: Return of Shares

If a member loses membership due to termination or death, the value of their shares will be returned according to the society's current financial year capital. No payment exceeds the paid value of shares.

Article 13: Capital of the Society

The society's capital is variable in the form of shares, determined by the Board with General Assembly approval. Shares may be paid in cash or in kind.

Article 14: Shares

• The society’s shares are divided into equal units of value.
• Each member owns a number of shares equivalent to their contribution to the capital.
• Shares cannot be transferred without Board approval.

Article 15: Profit and Loss Accounts

Profits are distributed among members according to the number of shares after deducting legal reserves and any amount the Board deems necessary to expand the society's activities.

Article 16: Meetings

The General Assembly holds an annual meeting to discuss financial and administrative reports. Extraordinary meetings may be held upon the Board’s initiative or at the request of one-third of the members.

Article 17: Calling the General Assembly

Members are notified via local newspapers or email at least thirty days before the meeting.

Article 18: Quorum

The meeting is valid if attended by half the members plus one. If the quorum is not met, a second call is made and the meeting is valid regardless of the number of attendees.

Article 19: Maximum Shareholding

No member may hold more than 10% of the society’s capital, except founders. If a member exceeds this limit after the first budget, they must transfer the excess or redeem it.

Article 20: Minimum Contribution

The minimum contribution is ten shares worth 1000 SAR. Membership is valid only after full payment. Shares below this limit do not yield profits until fully paid.

Article 21: Transfer of Shares

Members may transfer all or part of their shares to another member with Board approval. Transfers are invalid if the transferor has debts to the society. The new owner assumes all previous obligations.

Article 22: Capital Components

• An unlimited number of shares valued at 100 SAR each.
• Reserves.

Article 23: Financial Year

The financial year is 12 lunar months, starting on the first of Muharram and ending on the last of Dhu al-Hijjah. The first year begins from the date of the founding General Assembly meeting.

Article 24: Budget

The Board must prepare the budget and final accounts immediately after the financial year ends. Failure to submit within three months may lead to suspension of financial assistance, except in emergencies approved by the Ministry.

Article 25: Budget Organization

All budgets and accounts must follow proper accounting principles and Ministry instructions.

Article 26: Presenting the Budget to Members

After approval by the Board and auditors, the budget and final accounts are submitted to the Ministry for verification, then displayed at the society’s office for at least 15 days before the General Assembly meeting. Notice must be posted in a visible location.

Article 27: Statutory Reserve

The statutory reserve is 20% of the net surplus.

Article 28: General Reserve

When the statutory reserve equals the society’s share capital, it may be converted into a general reserve consisting of donations, grants, and contributions for headquarters construction. The Board manages this reserve to achieve society objectives.

Article 29: Profits

The General Assembly allocates net surplus after covering previous deficits as follows:

• 20% to statutory reserve.
• 20% of the remainder as profit proportionate to shareholding, not exceeding 6% of capital.
• 10% for social services, prioritizing members and their families.
• The remainder goes to transaction returns; if no transactions, distributed annually by Ministry approval according to member shares.

Article 30: General Assembly

The General Assembly consists of all members who hold at least the minimum contribution as defined in Article 20.

Article 31: Supreme Authority of the Society

The General Assembly is the highest authority of the society. Its decisions apply to all members, including absentees and dissenters, and it may delegate some powers to the Board.

Article 32: General Assembly Meetings

Meetings are classified as:

• Ordinary: Held once a year within one month after budget and accounts approval.
• Extraordinary: Held when needed, upon request by the Board, the Audit Committee, auditors, or 10% of members. Ministry approval is required for extraordinary meetings.

Article 33: How to Call the General Assembly

Calls must be in writing, including agenda, meeting topics, location, date, and time. Public media may assist but cannot replace the official written notice.

Article 34: Timing of the Call

Members must be notified at least fifteen days before the meeting. Time and place must ensure maximum attendance.

Article 35: Legal Quorum for the General Assembly

The meeting is considered valid if attended by the absolute majority of members.

Article 36: Postponement of Meetings

If quorum is not met, the meeting is postponed 15 days. The second meeting is valid with any number of attendees, at least five members, and its decisions are submitted to the Ministry for approval.

Article 37: Decision-Making

Decisions are made by a majority of attendees. Voting is by raised hands, unless a secret ballot is requested by three-quarters of attendees.

Article 38: One Vote per Member

Members must attend in person. Each member has one vote regardless of shares held. Proxy voting is only allowed under special circumstances (exceptions for women, legal entities, and non-residents).

Article 39: Incentives for Attendance

The General Assembly may, upon Board proposal, impose penalties on members absent from three consecutive meetings without valid excuse. Symbolic prizes may also be awarded to attendees from society assets.

Article 40: Attendance Registration

A special register must record names and membership numbers of attendees. Signatures are required from designated persons under Article 43 and certified by the Ministry representative.

Article 41: Non-Members Attendance

Non-members may be invited to attend meetings without the right to participate in discussions or vote.

Article 42: Chairing the General Assembly

The Chairman or Vice Chairman of the Board presides over the Assembly. If absent, a president is elected from members present.

Article 43: Officials for Meeting Minutes

Two members must supervise voting and a third records meeting proceedings. These, along with the president, sign the minutes.

Article 44: Conducting the Meeting

At the scheduled time, the president verifies quorum, announces the start, or allocates two hours for general discussions if quorum is not met, then postpones according to Article 36 and reminds members of penalties under Article 39.

Article 45: General Assembly Agenda

No matters outside the agenda may be discussed. The agenda includes:

• Board of Directors report and discussion.
• Audit Committee report.
• Ministry report and comments.
• Review accounts, approve budget and final accounts.
• Discuss next year’s work plan.
• Election of Board members, alternates, and Audit Committee.
• Allocation of net surplus according to Article 29.
• Determine investment of statutory reserve or part of it.
• Appoint auditors.
• Decide appeals and objections to Board decisions.
• Set maximum loans and Board authorizations.
• Any other items on the agenda.

Article 46: Board of Directors

The society is managed by a Board of seven members elected by the General Assembly. After election, the Board holds an annual meeting to elect a Chairman, Vice Chairman, Treasurer, and Secretary.

Article 47: Founding Board (First Board)

The term of the founding Board members is three years.

Article 48: Term of Elected Board Members

Board membership lasts three years, with one-third ending in the first year, the second third in the second year, and the last third in the third year. In case of excess members, seniority is considered. Re-election is allowed.

Article 49: Board Members’ Compensation

Board members do not receive salaries but may be reimbursed for expenses or receive fixed bonuses with General Assembly approval.

Article 50: Board Membership Requirements

To run for the Board, a member must:

• Meet the conditions of Articles 5 and 8.
• Be at least 21 years old.
• Have the ability to manage and oversee society activities.

Article 51: Board Members’ Responsibilities

The Board is responsible for the society and its assets. Members are personally accountable if they exceed their powers. Board decisions are binding on the society externally.

Article 52: Board Members’ Shares

Board members may be required to hold a certain number of shares to serve the society’s interests. These shares cannot be transferred or sold during the term of office.

Article 53: Board Powers

The Board manages the society within cooperative regulations, including:

• Representing the society before authorities.
• Accepting or rejecting new members and managing shares.
• Selecting banks and investing society assets according to regulations.
• Accepting grants, donations, and contributions.
• Calling the General Assembly meetings.
• Preparing and supervising implementation of society plans and programs.
• Approving the budget, accounts, and presenting them to the General Assembly.
• Resolving disputes between the society and members.

Article 54: Board Obligations

The Board must:

• Adhere to the bylaws and General Assembly decisions.
• Implement and follow up Ministry instructions.
• Facilitate auditors’ and Ministry staff work.
• Provide the Ministry with copies of meeting minutes within ten days of approval.

Article 55: Vacant Board Positions

Vacancies are filled by alternate members according to votes. If positions are Chairman, Vice Chairman, Treasurer, or Secretary, election is held among current members. The Ministry must be notified if vacancies persist.

Article 56: Loss of Board Membership

A member loses their seat if:

• They no longer meet the membership requirements of Article 50.
• They lose their status as a society member under Article 11.
• Their term ends without re-election.
• They are removed according to Article 57.

Article 57: Board Member Dismissal

A member may be dismissed if:

• Absent from three consecutive meetings without valid excuse.
• Unable to perform duties due to health reasons.
• Causes deliberate material or moral damage to the society.
• Resigns from the Board.

The member is notified in writing, and the decision becomes effective after General Assembly approval.

Article 58: Board Meetings

The Board meets whenever necessary or at the request of the Audit Committee. Meetings must be held at least monthly.

Article 59: Board Meeting Location

Meetings are held at the society’s headquarters, but may exceptionally occur elsewhere within the service area.

Article 60: Board Meeting Call

The Chairman, Vice Chairman, or Secretary may call meetings. Meetings may also be called at the request of:

• The Ministry or its representative.
• Half the Board members.
• The Audit Committee.
• Auditors.
• 10% of members.

Article 61: Quorum for Board Meetings

A meeting is valid if a majority of board members are present. If quorum is not met at the scheduled time, the meeting is held one hour later with quorum considered met regardless of attendees.

Article 62: Decision-Making

Decisions are issued by a majority of attendees. In case of a tie, the chairman’s vote or his substitute prevails. Decisions must be recorded in the meeting minutes and signed by attendees.

Article 63: Board Meeting Minutes

Minutes are prepared for each meeting, including attendees and decisions. Signed by the chairman, secretary, and attending members. A copy is sent to the Ministry within ten days of approval.

Article 64: Management of Society Funds

The Board manages society funds according to laws and regulations. All expenses must follow an approved budget ratified by the General Assembly.

Article 65: Investments

The Board may invest society funds or part of the statutory reserve in secure projects, after General Assembly approval under Article 45/8.

Article 66: Annual Accounts

The Board prepares annual accounts and the budget, and submits them to the Audit Committee and auditors before presenting to the General Assembly for approval.

Article 67: Audit Committee

The Audit Committee consists of at least three members elected by the General Assembly, responsible for monitoring the Board and ensuring compliance with laws and bylaws.

Article 68: Audit Committee Meetings

The committee meets at least quarterly and must submit a written report to the Board and General Assembly before the annual meeting.

Article 69: Audit Committee Powers

The committee may:

• Examine society accounts and budget.
• Review society records and official documents.
• Request information from the Board to assess financial and administrative performance.
• Submit reports to the General Assembly and Ministry.

Article 70: Loss of Audit Committee Membership

Membership is lost if a member no longer meets requirements, resigns, or misses three consecutive meetings without valid excuse.

Article 71: Extraordinary General Assembly Meetings

Called upon request by:

• Board of Directors.
• One-third of General Assembly members.
• Audit Committee.
• The Ministry or its representative.

Members must be notified at least two weeks in advance.

Article 72: Quorum for Extraordinary General Assembly

Valid if at least half of the members are present. If quorum is not met, the meeting is held one week later and is valid regardless of attendees. Decisions are made by majority of attendees.

Article 73: Voting

Voting is secret for elections and open for other decisions. Each member votes according to shares held.

Article 74: Final Decisions

Decisions of the General Assembly are binding on all members and the Board. They must be executed immediately after minutes approval and Ministry notification.

Article 75: Amendments to the Bylaws

Bylaws may be amended by the Extraordinary General Assembly, with two-thirds of members present and an absolute majority approval. The Ministry must be notified within ten days.

Article 76: Merging the Society with Another

The society may merge with another, whether sharing similar objectives or not, provided that:

• Both General Assemblies approve.
• It serves the interest of all shareholders.
• The Ministry approves the merger from the outset.

The new society acquires legal personality and assumes all previous obligations. Members of both societies elect a new Board and Audit Committee and prepare a work plan.

Article 77: Dissolution and Liquidation of the Society

The Ministry has the right to dissolve and liquidate the society in the following cases:

• Losses exceed half of paid-up capital and cannot be covered.
• Number of shareholders falls below ten and is not restored within three months.
• Society is insolvent or unable to meet obligations.
• Society deviates from objectives or engages in unrelated activities.
• Operations stop for one year from registration date.
• Operations stop completely for any reason for one year.

In some cases, a warning may be issued, giving the society a grace period not exceeding three months.

Article 78: Appeal Against Liquidation

The decision to dissolve and liquidate the society, the names of liquidators, and the liquidation account must be published in two local newspapers. Members may appeal to the Ministry within thirty days of publication.

Article 79: Members’ Rights After Liquidation

Article 13 applies if there is a deficit or loss. If there is no deficit or loss:

• Each member receives only the value of shares paid.
• Remaining funds are deposited in a bank to establish a new cooperative society or transferred to a similar society.
• Members cannot claim more than the amount they paid.

Article 80: Prohibition of Credit Transactions

The society should not engage in credit or deferred transactions. If necessary, the Board sets controls and limits, ensuring guarantees or commitments for repayment.

Article 81: Required Society Stationery

The society must have:

• An official stamp with the society’s name, registration number, and city.
• All correspondence on letterheads showing the full address and legal identity of the society.