Article of Association

Arabian Society of Food Professionals (ASOFP)

The name of the Society shall be the “Arabian Society of Food Professionals (ASOFP)”

REGISTERED OFFICE

The Registered Office of the society shall remain at Jeddah, Saudi Arabia.

OBJECTIVES

The aims of the Arabian Society of Food Professionals (ASOFP)” a non-political & non profitable society, have been laid down as under

1. To set highest standards of professionalism at individual and institutional levels
2. Adherence to the highest levels of competence and professional conduct.
3. Adherence to ethics and personal integrity at the highest possible standards
4. To create reliability and honesty among professionals
5. Provision of equal opportunities for all regardless of gender, race or creed
6. To promote harmony, social & ethical values, right understanding and unanimity among professionals and the society.
7. To arrange and organize short courses, training workshops, national and international conferences, Exhibitions, lectures, shows, meetings and developing consortiums and signing MoUs with International Food Science and Nutrition Societies and Associations to promote the profession at global frontiers.
8. To help government and relevant bodies devise and enact policies for sustainable solutions pertaining to nutritional and food safety/security issues.
9. To advocate and publicize the role of food science, nutrition and preventive medicine as viable approach to keep health at societal level.
10. To promote the core concept of knowledge based economy considering food science and nutrition as integral component for national growth.
11. To make efforts for developing professional competence of members through  establishing linkages with international universities/ research organizations for creating opportunities for doctoral and post-doctoral studies, collaborative research projects, trainings and employment   for food and nutrition professionals working in government and private sector organizations.
12. To help cater the needs of food & allied industries, health care settings and academic institutions for skilled human resource through a variety of ways entailing professional trainings at national and international levels.
13. To initiate and sustainably publish various informative materials such as periodicals newspapers, books, pamphlets, leaflets, directories and research Journals.
14. To take initiatives for mobilizing the government entities to facilitate and prioritize the placement of food professions in relevant government and private sector entities.
15. To struggle for safeguarding the rights of the food professionals as and when these are targeted by any government or private sector entity.
16. To identify and disseminate to the authorities the qualification and experience requirements along with its relevance and economic gains associated with the assignment of Food Professional and nutritionist under various sets of conditions and to devise codes of ethics for food scientists and nutritionists working under different assignments and locations.
17. To provide leadership opportunities managing volunteers and leading organizations that build skill-sets that benefit your workplace as well as yourself

THE GOVERNING BODY/EXECUTIVE COMMITTEE:

The management of the society shall rest with the Governing Body/Executive committee of the society. The names, address and occupations of the person who are present members of the Governing Body are as follows:-

RULES AND REGULATIONS

Arabian Society of Food Professionals (ASOFP)

Name: Arabian Society of Food Professionals (ASOFP)

Address: Jeddah, Saudi Arabia

ARTICLE-I

A. DEFINITIONS:

These Rules unless the context requires otherwise or is separately provided, the following words shall have the meaning assigned to them herein:

“Executive Committee/Governing body” shall mean the committee as elected by the General Body and entrusted with the responsibility to run and manage the affairs of “ASOFP”.

“General Body” shall mean & consist of all members of “ASOFP” who are eligible to cast their votes.

“ASOFP” or “Society” means the “Arabian Society of Food Professionals”.

“Month” means the Calendar month.

“Office” means the registered office of the Society as determined by the Executive committee from time to time.

“Office bearers” means the posts of President, Secretary and Treasurer.

ARTICLE-II

B. PRELIMINARY:

1. The society shall be called the “Arabian Society of Food Professionals (ASOFP)” with the aims and objectives as specified in the Memorandum of the Society.
2. The construction of these rules and regulations are general, unless repugnant to the context, the singular shall include plural with no gender discrimination

ARTICLE-III

C. MEMBERSHIP:

Persons and organizations where the individuals who submit application for membership has been accepted by Executive Committee but must be eligible to cast their votes are eligible for membership. Member can be a residence of Arab league countries or a foreigner.

There shall be the following classes of members.

1. Founder Members:

Those members of the Society who have subscribed to and signed the Memorandum & Rules of the Society.

2. Corporate Member:

A corporate member shall be a company, firm or other business entity engaged directly, or indirectly, in manufacture, distribution or sale of foods, their products or supplies (ingredients, chemicals, etc.) and machinery used by the food industries.

3. Institute Member:

An institute member shall be a department, college, university, research institute, or other organization engaged in teaching, training, research or other relevant activities.

4. Professional Member:

A professional member shall be a person who is qualified food professional or who is, or has been, actively engaged, or is interested, in any activity related to food business, food technology, nutrition and hospitality.

4. Student Member:

A student member shall be a person, who is pursuing a degree, foundation degree, apprenticeship or equivalent in the subject of Food Science or Culinary Art.

D. ENROLMENT OF MEMBERSHIP:

1. Application for membership (other than Founder Members) shall be made on the prescribed form obtainable from the Office of the Society and when accepted shall be members and eligible for all the benefits under the Society including voting rights from the date on which their application for membership is approved by the Executive Committee/ Governing Body. In cases where the Executive Committee/ Governing Body does not accept the application for membership of a person, said person may appeal to the General Body at the next Annual General Meeting.
2. The annual or lifetime membership fee of the society shall be decided by the Executive Committee/ Governing Body.

ARTICLE-IV Country Chapters

Section 1

Not less than 15 professional members of the Society within any Administrative Division(s) may make application to the Council to organize a Chapter. Such application must be approved by unanimous vote of the Executive Council.

Section 2

Such local Chapters shall be governed by bylaws adopted by the Chapter in accordance with such regulations as shall be prescribed from time to time by the Council of the Society. The Society reserves the right by action of its members of the Executive Council to recall any Chapter charter at any time. In case of revocation of any Chapter charter, the Chapter may appeal to the Society at its next AGM.

Section 3 Regulations Relating to the Country Chapters

A.      Designation of Chapters 

All Chapters shall be designated as ASOFP_____________________Chapter.

B.      Membership

Membership of the each candidate for membership in a Chapter must also be a member of the Society.

C.       Officers of Chapters

Officers of the Chapters shall be a President, a Vice-President, a Chapter Secretary and a Chapter Finance Secretary, Info Secretary and Committee Members.

a.       President

President shall be a professional member and the executive head of the Society Chapter. He or She shall preside over all meetings of the chapter. He or she shall have the powers to sanction all expenditure and operate accounts of the chapters jointly with the Finance Secretary. President shall be elected by election after every 2 years.

b.       Vice-President

The Vice-President senior in age assist shall assist the President in performance of his duties and shall preside over the Council meetings in the absence of the President. He shall also enjoy the financial powers of the President in his absence.

c.       Secretary General (SG)

The Secretary shall keep all record of the Society including minutes of all meetings of the Society and the Council. He shall keep a roll of the members and such other books of record and accounts as the Council may desire. He shall initiate the formation of various committees on the direction of the Council and get these approved from it. He shall have the financial powers to approve expenditure up to Rs. 5000.00SR or equivalent currency at a time. Secretary General shall be elected by election after every 2 years.

d.       Joint Secretary 

Joint Secretary shall assist the Secretary in performance of his duties. He shall perform the same duties and enjoy all the powers of the Secretary in his absence. Joint Secretary shall be selected by the SG.

e.       Info Secretary

Press Secretary shall be responsible for publicity of the activities of the Society. He shall liaison with the press and issue all press statements. Info Secretary shall be selected by the SG.

f.        Finance Secretary

Finance Secretary shall have supervision over the funds, securities, receipts and disbursements of the Society funds and shall submit a statement of cash accounts to the Council as may be required. He shall deposit all funds of the Society to the credit of the Society in a bank selected by the Council. He shall operate the Society funds jointly with the President. He shall present an audited statement of the accounts of the Society at each Annual General Meeting. Finance Secretary shall be selected by the SG

D.      Duties of Chapters

It shall be the duty of the Chapters:

1. To elect and install its officers at the first chapter meeting after the AGM of the Society in which the elections of the Council were held,
2. To have a set of bylaws which shall conform to the Constitution of the Society and that any proposed amendment to the bylaws of the Chapter must be passed and approved by the Executive Council of the Society before adoption by the Chapter,

iii. To keep a full and proper record of its transactions,

1. To make full report thereof annually to the Society by not later than November 30,
2. To appoint such officers of the Chapter whose elections are not provided in the bylaws,
3. To appoint all committees,

vii. To fill a vacancy in any office for the term of any meeting of the Chapter.

viii. To appoint a temporary Secretary to act in case the Chapter Secretary is forced to absent from his duties for any period greater than one month.

E.       Annual Reports of the Chapters

1. Annual reports of Chapters shall embrace a complete list of officers and members, and activities of the Chapter including elections, suspensions expulsions and reinstatements, etc. with respective details.
2. The Annual Reports of the Chapters shall be signed by the President and Secretary of the Chapter and filed with the Secretary on or before the 30th of November each year.

iii. The Chapter President or Secretary shall present the report in the Annual General Meeting of the Society

F.       Chapter Membership Dues

Chapter members shall pay yearly fees as may be determined by the CEC of the Society and approved by the members at the Annual General Meeting. Proposed annual membership dues for Chapters shall be 50 per cent of the Society dues.

G.      General 

1. Any Chapter desiring a speaker or other assistance from anyone living outside their jurisdiction shall request such speaker through the President of the Society or through the Chairman of the appropriate Committee appointed by the President.
2. The Society shall not be responsible for any debts or obligations entered into by a Chapter.

iii. The records of the Chapters shall be open to inspection by Officers of the Society on call.

ARTICLE – V

CESSATION OF MEMBERSHIP:

Membership of the society will cease as mentioned under:-

1. Death.
2. Voluntary resignation.
3. If the Executive Committee/ Governing Body decides by a two-thirds majority to delete the name of a member from the membership for any proven unprofessional behavior or conduct, or action prejudicial to the interest of the Society, provided any disciplinary action of such a nature has been taken before, the concerned member will be given an opportunity to appear before a meeting of the Executive Committee to plead his case. The decision pertaining to dismissal shall become effective only after it has been ratified by the members in their immediate next Annual General Meeting.
4. Persons who ceased to be members under 2 & 3 as cited above can apply for revival of their membership only after lapse of 12 months from the day they ceased to be members.

ARTICLE – VI

VOTING

Every individual and institutional/corporate member of the Society shall have one vote and it shall be exercised in person and there shall be no proxy voting. However in case institutional membership, the institutional/corporate member shall appoint a proxy (who need not be a member) to attend and exercise his vote in representative capacity.

NOTICE

General meeting of members shall be convened at 21 days’ notice and no earlier mentioning the particulars of agenda, place, date and time etc.

Special General meeting of members shall be convened at 21 days’ notice and no earlier mentioning the particulars of agenda, place, date and time etc.

QUORUM

The quorum for General meeting or Special General meeting of members shall be 50% of the members subject to the minimum of 4. If at a particular meeting of members quorum is not present, then the meeting shall be adjourned for half an hour. No quorum is necessary for such adjourned meetings and the only matters indicated in the notice shall be discussed and decided.

VOTING

All voting shall be by secret ballot. In all cases the person presiding over the meeting shall have his right to “Casting Vote”

ARTICLE – VII

MANAGEMENT:

A. General Meeting of members:

Every year a General Body Meeting of the members (enjoying voting rights and must be the members of the Society for three months prior to the date of the General Body Meeting) shall be held within six months after the close of the financial year, wherein the following subjects among others shall discussed.

1. Pondering over and approving reports relevant to the society’s activities for the preceding year.
2. Scrutinizing and approving the Audited accounts and auditor’s report for the year before.
3. Deliberating upon the budget for the current year and approving it
4. Members’ election to the Executive Committee/ Governing Body if any.
5. Appointment of Auditors

B. SPECIAL GENERAL BODY MEETING:

Special or an extra ordinary General Meeting of the members of the Society shall be convened by the Chairman/President or the Secretary under instructions from the President on a decision by the Executive committee or by a written request from 1/3rd of the members of the society indicating the agenda for dilating upon.

ARTICLE – VII

GOVERNING BODY/EXECUTIVE COMMITTEE:

Society is subject to the Prudent Man’s Rule which states that “a Member shall exercise the judgment with care and prudence, under the circumstances prevailing, which men of prudence, character and intelligence exercise in the management of their own affairs, not with regard to speculation but to the judicious disposition of their funds, considering the probable income and the capital’s security.

The management of the Society shall be vested in the Executive Committee/Governing Body whose composition is defined as under.

1. Composition of the Executive Committee/ Governing Body:
2. The Executive Committee/ Governing Body shall consist of
3. Chairman
4. Vice chairman Industry
5. Vice Chairman Academia
6. President,
7. Vice President,
8. Secretary General
9. Joint Secretary
10. Finance Secretary / Treasurer
11. Information Secretary
12. Committee Members / President of Country Member.
13. The Members to Executive Committee/ Governing Body shall be elected by the Members at their Annual General Meeting.
14. The Executive Committee/ Governing Body shall meet at least twice a year and 1/2 of the total of the Executive Committee members shall form the quorum, subject to the minimum of three.
15. Chairman of the society will be elected after every 4 years and she/he shall bear the office for two terms and it shall be implemented on Vice-Chairman also.
16. Chairman shall have all powers of the Society including sanction of all expenditures and look after the elections.
17. All the Presidents of Countries Chapters will be the Committee Members.
18. Expenses incurred by the members for attending Executive Committee/ Governing Body meetings or meetings of sub-committee(s) appointed (if any) by the Executive Committee or the General Body, shall be reimbursed at rates fixed or approved by the Executive Committee from time to time.
19. Any vacancy caused in the membership of the Executive Committee/ Governing Body shall be filled from within the membership of the Society who shall hold the Post/position till the next General Body Meeting. A member chosen thus to fill said vacancy shall be chosen by the Executive Committee/ Governing Body.
20. All members of the Executive Committee/ Governing Body would be expected to adhere to the code of conduct and must be able to spare adequate time to perform their roles/function as defined herein. The code of conduct, EC member and commitments would be defined by the Executive Committee.
21. Executive Committee/ Governing Body members not adhering to the code of conduct or unable to perform their responsibilities can be removed from their position by a two-thirds majority vote by the General Body.
22. An Executive committee/ Governing Body member may resign during their term if they are unable to devote adequate time to fulfill their commitments of their incumbency.
23. If the General Body decides by two-thirds majority to remove the name of a member from the Executive Committee/ Governing Body membership for any proven unprofessional behavior or conduct, or action prejudicial to the interest of the Society, provided a disciplinary action of such a nature is taken before, the concerned member will be given an opportunity to appear before a meeting of the General Body and plead his/her case at the next General Body or Special General Body Meeting.

1. Powers of the Executive Committee/ Governing Body:

1. To control, administer and manage the affairs of Society including its assets movable and unmovable and the institution of such acts shall be vested in the Executive Committee/ Governing Body.
2. The Executive Committee/ Governing Body is entrusted with the responsibility of managing the Society’s property, and fulfillment of the aims and objectives as are contained in the Memorandum of the Society as amended from time to time , and to this effect take and implement the decisions, including appointment, removal of staff, consultants etc, procure funds and invest them profitably and prudently, lease out / acquire / develop / alter / alienate or sell the property of the Society if it lies in the best interest of the Society .
3. To regulate the Income and Expenditure of the Society in the best interest of the Society
4. To maintain and regulate day to day accounts conserving and improving its resources and properties.
5. The members of the Executive Committee/ Governing Body shall have equal voice in all matters concerning the running of the Society and shall enjoy the rights to look into its accounts & documents and to make proposals for ensuring efficient management of the Society, its funds and properties to fulfillment of the objectives of the Society.
6. To open, operate and close Bank account(s) with any Scheduled Bank(s) including making and withdrawing investments, deposits, taking loans with or without interest and with or without security etc, including Bank operations (Cheque signing powers).
7. To recommend and approve budgets, audited accounts & the report of the auditors thereon and the annual activity reports to the members at their annual general meeting for deliberation and approval.
8. To frame, approve and modify Working procedures/manuals (Administrative, Finance & Accounts, etc) for the day to day smooth running and functioning of the Society as per need.
9. To do all such acts, deeds, etc as are necessary and in consonance with the above powers and as per direction given by; under the superintendence of the General Body in the larger interest of the Society

ARTICLE-VIII

POWERS OF THE OFFICE BEARERS:

a. Chairman / President:

1. The President shall be the Chief Functionary of the Society.
2. The President shall preside over the meetings of the Executive Committee and General Body; meeting of members (including Special/Extra-ordinary General Body meetings) and conduct its deliberations.
3. Convene meeting of the Executive Committee and General Body, as contained in these rules.
4. Be responsible for the proper functioning of the Society and exercise all necessary powers and control over the functioning of the Society, (subject to superintendence, control and directions issued by the Executive Committee and/or the General body of Members from time to time) for regular running and exercise control & supervision of/on the administration of all the affairs of the Society.
5. All payments on behalf of the Society shall be first approved by him before the payment is made and shall be responsible for collection of all dues for the Society.
6. All expenses incurred by the President, in connections with the Society’s work, shall be approved by the Treasurer or other Executive Committee Member as may be decided.
7. All expenses of over Rupees Ten thousand (Rs.10,000) shall first be approved by the Executive Committee.
8. All notices, communications, letters, memoranda and other papers, whether they are acts of the Executive Committee, or of the General Body, or of any officer of the Society shall be signed or authenticated by him and when so signed or authenticated it shall be final.
9. He/She shall operate the Bank Account(s) of the Society jointly with such persons as are authorized by the Executive Committee.
10. He/She may appoint Staff, Consultants and Advisors both full time and part time for proper functioning of the Society subject to the rules framed hereunder if any as per decisions of the Executive Committee.
11. He/She shall represent the Society in all legal proceedings.
12. Perform all other duties if any as are incidental to his office and as per directions of the Executive Committee and the General Body.
13. In the absence of the President, the Secretary or any other person authorized by the Executive Committee shall perform the duties of the President along with his assigned duties.

b. Secretary:

1. Maintain the minutes of all society’s meetings, Executive Committee and committees thereof.
2. Prepare reports on the activities of the Society, (Quarterly, Annual or for any other period(s) as may be required) and submit it to the Executive Committee/General Body.

iii. The Secretary shall discharge such functions and duties as are assigned to him by the President (Chief Executive) and/or the Executive Committee from time to time.

c. Treasurer:

1. The Treasurer shall maintain proper accounts of the funds, assets and any other items governed by the Society.
2. He shall be in charge of and responsible for the maintenance of Assets, account books, records and other documents that may hold relevance to the Society.

iii. He / she shall remain the custodian of all records, account books and properties of the Society and shall produce such books and records. He shall be called upon to provide/furnish any other information that may be required for the purposes of audit and /or inspection by any authority.

1. He / she shall be responsible for overseeing any procurement or requirements of the Society and also sponsor agreements with other Professional and Corporate Bodies.
2. He/She shall prepare and submit periodic accounts of the Society to the Executive Committee.
3. He / She shall be responsible for getting the Accounts of the Society audited and address all /any accounts related matters.

vii. The Treasurer shall discharge such functions and duties as are assigned to him by the President (Chief Executive) and / or the Executive Committee and General Body from time to time.

ARTICLE-IX

AUDITOR AND AUDIT OF ACCOUNTS:

1. The Executive Committee of the Society shall appoint an Auditor for the First year. The members at their General Meeting shall appoint an Auditor for the second year and onwards. The Auditor shall audit the accounts of the Society and submit his report along with the audited accounts to be produced before the members of the Society at the next General Meeting for evaluation and approval. Remuneration of Auditor shall be fixed by the Executive Committee.
2. The accounts of the Society shall be audited by a Chartered Accountant.
3. Every Auditor thus appointed shall have the right of access to the books, accounts, records and vouchers of the Society, and shall be entitled to require the office bearers of the Society including any Office Bearer(s) to furnish such information and explanations as may be required for the purposes of the Audit.

ARTICLE-X

SOCIETY FUNDS THE SOCIETY:

1. The Executive Committee/ Governing Body shall at its sole discretion accept either from within or outside Pakistan or both, Donations, Gifts, Funds, Contributions, Fees & other amounts, Trust amounts, Settlements, Movable and immovable properties, both in cash and kind, from or in the name of or on behalf of any Society, Individual, Trust, Company, Body corporate, Institution(s), Government(s), (both for Corpus & general purpose and/or for running expenses), in any form (cash or kind), including those from Donor(s) who direct or desire that the funds or properties so donated and provided be utilized and/or used for a definite purpose or in a particular manner.
2. The Executive Committee/ Governing Body shall utilize the funds and properties thus obtained for the sole purpose it is given for or for the fulfillment of the objectives of the Society, provided that it shall under no circumstances be used or applied, directly or indirectly for the personal benefit or advantage of the Members of the Executive Committee or the members of the Society.
3. The Executive Committee/ Governing Body may at its sole discretion refuse to accept any particular Donation /Grant/Gift/Fund, if it feels that it is not in the interest of the Society.

ARTICLE-XI

PURCHASE AND SALE OF PROPERTIES:

1. All properties purchased and/or acquired by the Society shall be in the name of the Society represented by the President of the Society or as decided by the Executive Committee members of the society.
2. Any property of the Society can be disposed off or sold only with the prior approval of two-thirds of the Members of the Executive Committee present and its approval in the Executive Committee meeting.

ARTICLE-XII

AVAILABILITY OF THE BENEFITS:

1. The benefits from / of the Society shall be open to all and sundry irrespective/of citizenship, caste, community, creed, color, sex or religion.

ARTICLE-XIII

APPLICATION/UTILISATION OF FUNDS OF THE SOCIETY:

1. All sorts of income, earnings, movable or immovable properties of the society shall be solely utilized and applied towards the promotion of its aims and objectives only as set forth in this memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus, profit or in any manner whatsoever to the present or past members of the society or to any person claiming through any one of the present or past members. No member of the society shall have any personal claim on any movable or immovable properties of the Society or make any profit, whatsoever by virtue of his/her membership.

ARTICLE-XIV

DISSOLUTION:

1. In the event of dissolution or winding up of the Society, the net assets of the Society on the date of dissolution after meeting all liabilities if any, shall under no circumstances be distributed among the members of the Society & Executive Committee (both present and past), but the same shall be transferred to another Charitable Society / Trust/Section 25 Company whose objectives are similar to those of this Society.

ARTICLE-XV

INDEMNITY:

1. Every member of the Executive committee/ Governing Body including and any person(s) authorized by them shall be indemnified out of the funds of the Society against all losses, claims, damages and expenses incurred in the discharge of duties of their office and carrying out instructions issued by the Society or Executive Committee as the case may be, excepting actions taken without the specific approval of the Society or the Executive Committee as the case may be.
2. Every member of the Executive Committee/ Governing Body including and any person(s) authorized by them. The General Body disclaims any power of control over the content and internal procedures and processes of specific PSFSN projects and shall not be held liable for such content.