KINGDOM OF
CAMBODIA
94/ANKr-BK
ANUKRET on
-
Having seen the Constitution
of the Kingdom of Cambodia;
-
Having seen Reach Kret
NS/RKT/1 198/72 dated 30 November 1998 on the appointment of the Royal
Government of the Kingdom of Cambodia;
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Having seen Reach 'cram
02/NS/94 dated 20 July 1994, promulgating the Law on the Organisation and
Functioning of the Council of Ministers;
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Having seen Anukret 0 1 ANK
dated 20 January 1992 of the Council of Ministers on the Creation and the
Management of Tertiary Education Establishment and specialized studies;
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Pursuant to the work needs;
Chapter 1:
General Provisions
To
establish “The Cambodia Development
Resource Institute” as a Private Non-profit Institute the activities of
which is recognized by the Royal Government as providing services to the public
to enhance human resource development in the Kingdom of Cambodia, to undertake
research and analysis contributing to the formation of sustainable development
policies and strategies.
1-
The
objectives of the Institute are:
·
To
enhance the capacity of Cambodian individuals and institutions to manage the
process of development;
·
To
empower Cambodians to participate more fully and competently in the formulation
of development goals and priorities;
·
To
contribute to the articulation of sustainable development policies consistent
with the aspirations of the Cambodian people through relevant socio-economic
research; To provide a forum for discussion and dialogue on development issues
and alternatives; To promote an informed understanding of Cambodia and its
development experiences among the international community.
2- The
Institute is to carry on its operations without monetary gain to its members
and, any profits or other contributions to the Institute are to be used in
promoting its objectives.
3- The Institute shall operate in partnership
with public institutions and organizations of the Civil society in Cambodia,
and internationally.
1- The
Cambodia Development Resource Institute is a legal entity, which has autonomy
in administrative and financial management.
2- The Institute shall be incorporated and
operated under the law governing private non-profit institutions for the supply
of public services in the Kingdom of Cambodia.
The
head office of the Institute is located in the royal capital of Phnom Penh,
Kingdom of Cambodia. The Institute may change the head office within Cambodia
and establish such other offices and agencies elsewhere within or outside
Cambodia as the Board of Directors may from time to time decide.
The
Institute shall be governed by a Board of Directors, which shall prepare its
own statute and internal rules by majority vote of its members.
1- Membership of the Board of Directors will be
granted only to individuals who have the same intention and goal as the
institute.
2- Any member may withdraw from the Board of
Director by delivering to the Co-Chair a written resignation.
3- Any member may be required to resign from
this position by a vote of two-thirds of the members present at a meeting of
the Board, provided that any such member has been granted an opportunity to be
heard at that meeting.
4- The property and business of the Institute
shall be managed by a Board of Directors which shall have no fewer than 9
members and no more than 15 members. A meeting of the Board of Directors shall
have enough quorums if more than half of its members are present.
1-
The
Board of Directors shall have the role and responsibilities:
·
To
determine the mission and purpose of the Institute;
·
To
select, support, and review the performance of the Executive Director; to
ensure effective planning;
·
To
ensure adequate financial resources and management;
·
To
monitor programs and services, to provide oversight on quality of curriculum;
·
To
ensure a forum for dispute resolution;
·
To
contribute to the public image.
2- The First Board of Directors is the
signatory of the Statute and Internal Rules of the Institute.
3- The Board of Directors may prescribe such
rules and regulations not inconsistent with the Statute and Internal Rules
relating to the management and operation of the Institute as they decide
necessary.
4- Members of the Board of Directors shall
ensure that all necessary books and records of the Institute as required by the
Statute, Internal Rules, or by any applicable law are regularly and properly
kept.
5- The Board of Directors shall elect the
members of the Executive Committee, the Executive Director and the Deputy
Executive Director of the Institute.
The
Board of Directors shall be composed of 50%
of members of Cambodian heritage and 50%
international members. The Board of Directors shall include:
·
The
Executive Director of the Institute;
·
A
representative of the staff of the Institute elected annually by the authorized
staff of the Institute;
·
The
Deputy Director as non-voting member.
1- A member of the Board of Directors shall be
appointed for a term of three years by the Board of Directors. A member of the
Board may be elected for one additional term.
2- A member of the Board of Directors as such,
shall not receive any remuneration for his/her services but expenses shall be
paid for his/her attendance at annual or special meetings of the Board.
The
meetings of the Board of Directors shall be organized in accordance with the
Statute and Internal Rules of the Institute:
1- The Board of Directors shall meet annually
to receive the report of the members of the Executive Committee, the financial
statements, the report of the auditors of the Institute, and to appoint the
auditor for the following year.
2- The annual meeting shall be held at the head
office of the Institute or at any other place that the Board of Directors may
determine and on such day(s) that the Board may decide.
3- Special meetings may be called at any time
by the Board on its own motion or pursuant to the written request of at least 50% of its members.
4- The Board of Directors shall attempt to
reach consensus in all its decisions. In the case where this consensus cannot
be obtained, final decisions shall be taken by the majority in attendance or
otherwise entitled to vote under this section.
The
Board of Directors has the right to set up an Executive Committee as may be
necessary.
1- The Executive Committee shall be composed of
an Honorary Chair, two Co-chairs, a Secretary and a Treasurer, to be elected by
the Board of Directors. The position of Secretary and the position of Executive
Director may be held by one same person.
2- The members of the Executive Committee shall
transact such business of the Institute as may require attention between the
meetings of the Board of Directors. The Executive Committee shall have full
authority to exercise all powers of the Board of Directors while the Board of
Directors is not in session except (1) the power to amend, adopt or repeal the
Statute or the Internal Rules of the Institute; (2) fill vacancies in the
Executive Committee; (3) amend or repeal any resolution of the Board; and (4)
amend or repeal any restriction which may be imposed upon the Executive
Committee by the Board of Directors by resolution. All actions of the Executive
Committee shall be reported to the Board of Directors at the next meeting of
the Board of Directors.
3- The Executive Committee shall meet at stated
times or on notice to all its members on the call of either or both of the
Co-chairs, or the Secretary.
4- The Executive Committee shall determine its
own procedural rules. A meeting of the Executive Committee shall have enough
quorums if more than half of its members are present. The affirmative majority
vote of the members of the Executive Committee shall be necessary in every case
to constitute action of the Executive Committee.
The
Executive Committee has the following responsibilities and duties:
1- Members of the Executive Committee shall be
elected at the annual meeting of the Board of Directors for a term of one year.
The term of the a member of the Executive Committee shall commence at the close
of the meeting at which he/she is elected and cease at the close of the meeting
at which a successor is elected. A member shall be subject to removal by
resolution of the Board of Directors at any time.
2-
The
Honorary Chair shall be nominated by the Board of Directors. He/she shall be a
person held in highest regard by the Cambodian and international community.
He/she shall represent the Institute to the government and to the Institute's
constituencies.
3-
The
two Co-chairs, when present, shall preside at all meetings of the Board of
Directors and the Executive Committee. They shall be charged with general
supervision of the affairs and operations of the Institute. A Co-chair shall,
in the absence or disability of the other Co-chair, perform the duties and
exercise the powers of the Chair and shall perform such other duties as shall
from time to time be imposed upon him/her by the Board of Directors. If the two
Co-chairs are unable to perform the duties of their offices, the Board of Directors
shall appoint another member of the Board of Directors to exercise the duties
of the Chair for a period of time to be determined by a resolution of the Board
of Directors.
4- The Secretary shall ensure that all the
votes of the members of Board of Directors and the minutes of the meetings of
the Board of Directors and the Executive Committee are recorded in a book or
books to be kept for that purpose. He/she shall see that all notices of the
meetings of the Board, and the Executive Committee are given and that all
records and reports are properly kept and filed by the Institute as required by
law. In general, he/she shall perform all duties incident to the office of
Secretary, and such other duties as may from time to time be assigned to
him/her by the Board or the Co-chairs.
5- The
Treasurer shall have the custody of the funds and securities of the Institute
and shall ensure that flill and accurate accounts of receipts and disbursements
are kept in the books of the Institute and in such depositories as may be
designated by the Board of Directors from time to time. He/she shall disburse
the flinds of the Institute as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall submit to the Co-chairs and Board of
Directors at the annual meeting of the Board, or whenever they require it, an
account of all his/her transactions as Treasurer and of the financial position
of the Institute. He/she shall also perform such other duties as may from time
to time be determined by the Board.
The
Board of Directors may at any time create such standing committees and special
committees consisting of one or more members and in which committee at least
one of the members must be a member of the Board of Directors to be appointed
by the Co-chairs. These committees must perform such duties and make such
investigations and reports as the Board may by resolution determine.
1-
The
Institute shall keep proper records, which must reflect:
· The detailed income and expenditure of the Institute;
· The assets held by the Institute; and
· The liabilities of the Institute.
3- The accounts of the Institute shall be
audited each year by an independent auditor who shall be appointed in
accordance with Article 15 of this chapter.
4- The fiscal year shall begin January 1 and
terminate on December 31.
5- At the end of each financial year the income
and expenditure accounts and the balance sheets are to be prepared and copies
of which are to be sent to all members of the Board of Directors of the
Institute. These accounts and balance sheets must be conform to accounting
standards in force and must be attached with a statement from the auditor
confirming that the accounts reflect the accuracy of the financial statement of
the affairs of the Institute and that the assets have been examined and the
values reflected are correct.
At
each regular meeting of the Board of Directors, the Board shall appoint an
independent auditor to audit the accounts of the Institute. Such auditor may
hold office until the next regular meeting of the Board of Directors and may be
re-appointed. Any vacancy in the office of the auditor shall be filled by an
appointment made by the Board of Directors. Remuneration of the auditor shall
be fixed by the Board of Directors.
Chapter 4:
Property and Assets of the Institute
The
immovable properties of the Institute are private properties of the Institute,
which must be acquired and managed according to the rules and regulations of
the Institute or the provisions in its Statute or Internal Rules. Nevertheless,
should the Institute be dissolved by a Board of Directors' resolution, the
Institute's initial immovable property provided by the Royal Government namely
the property on the plot of land located at No.56 Street 315, Tuol Kork, Phnom Penh, with Land Title deed
No.................................., cannot be sold, or transferred, or exchanged,
to any individual or legal person except the institution in charge of the
management of the state properties of the Royal Government.
The
movable assets of the Institute are private properties of the Institute, which
must be acquired and managed according to the rules, and regulations of the
Institute. Nevertheless, should the Institute be dissolved by the Board of
Directors' resolution, the Institute total remaining assets shall be
transferred to non-profit institutions as specified in the Statute or the
Internal Rules or as determined by the Board of Directors' unanimous decision.
The
Institute may acquire assets through the following means:
· Money
or properties given by donors through wills or other legal instruments which do
not have any attached conditions making the Institute responsible for any debt
or other obligation;
Money or properties donated by donors; Interest and income generated from the Institute's assets;
· Income generated from the sale of research findings, publications, training fees, expertise and services, in order to maintain the sustainability of the Institute.
The
Statute and Internal Rules of the Institute shall be adopted and may be amended
or repealed by a majority vote of the members of the Board of Directors present
at any meeting duly convened after notification to the members of the Board of
that purpose. If the matter is considered urgent by the Board, an amendment may
be decided on by a majority of the members of the Board following a postal,
telephone, or facsimile vote after they have been notified of that purpose.
Apart
from the cessation of activity of the Institute under legal stipulation, the
Institute may be dissolved when it can no longer carry out its operations for
whatever reasons. The dissolution must be implemented in accordance with the
laws of the Kingdom of Cambodia, which are in force at the time of dissolution.
The
Institute shall be governed by its Statute and Internal Rules, which must be in
compliance with the rules and regulations in force in the Kingdom of Cambodia.
When the law governing the private non-profit associations are promulgated, the Board of Directors of the institutions and the law governing the Cambodia Development Resource Institute must have the provisions of this Anukret, and the provisions of the Statute and Internal Rules of the Institute, amended so that they are in compliance with the provisions of the above mentioned laws.
Any
provisions, which are contrary to this Anukret, shall be null and void.
The
Ministers, Secretaries of State of relevant ministries and institutions shall
effectively implement this Anukret in their respective competencies.
This
Anukret shall enter into force from the date of signature.
Phnom
Penh, 06 December 2000
Prime
Minister: Hun Sen