OUR STATUTE

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STATUTE

OF

BIRUNI INSTITUTE

کانون البیرونی

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The undersigned individuals, who are nationals of the Islamic Republic of Afghanistan, submit the following articles of incorporation to form a not-for-profit organization.

 

ARTICLE I – ARTICLES OF CONSTITUTION

This document has been prepared under the purview of the Law on Non-Governmental Organizations in order to organize the activities of the organization, define the rights and responsibilities of its constituting managing bodies, and put in place mechanisms for accountability and transparency.

 

ARTICLE II – NAME

The name of the organization shall be Biruni Institute, in English, and, کانون البیرونی in Persian (hereinafter referred to as the “Institution”).

 

ARTICLE III – ESTABLISHMENT

The Institution is founded in 2019 by the following individuals in their first meeting:

  • Nazir Kabiri; and
  • Omar Joya.

 

ARTICLE IV – TYPE OF ORGANIZATION

The Institution may identify itself as a policy research think tank, research center, or institute in its public profile, which a not-for-profit organization and adheres to the Law on Non-Governmental Organizations and other legal codes of the Islamic Republic of Afghanistan.

 

ARTICLE V – ADDRESS

The main office of the Institution is located in Kabul, Afghanistan. Its regional offices may be established in other cities if the activities of the Institution are to expand.

 

ARTICLE VI – GOALS AND ACTIVITIES

Section 1. Goals

The Institution is established in order to (1) better inform policy making in Afghanistan by producing evidence-based and high-quality research on socio-economic challenges, (2) create an environment for, promote and induce open dialogue on socio-economic policies, governance, and other policy issues, and (3) advocate for effective implementation of policies and programs to positively impact the lives of Afghan citizens.

Section 2. Activities

To achieve these goals, the Institution may engage in the following activities:

  1. To produce, publish and disseminate research articles, policy papers, bulletins, periodicals, and journals.
  2. To undertake economic analyses and surveys.
  3. To compile and analyze information on business and investment climate.
  4. To convene conferences, seminars and peer-learning events.
  5. To serve as a major academic hub/society for scholars, economists, development analysts, and visiting researchers.
  6. To serve as a professional membership organization for private businesses, professionals, and entrepreneurs to provide independent research and third-party assessment on policies and challenges that affect the private sector in Afghanistan.
  7. Undertake assessments and evaluations of policies on governance, trade, economics, and development.

 

Section 3: Engagement in economic activities

In compliance with the Article 22 of the Law on Non-Governmental Organizations, and Article 10 of the Income Tax Law, the Institution may engage in income-generating activities while maintaining its not-for-profit goals.

 

ARTICLE VII – IMPARTIALITY AND NON-PARTISANSHIP

The Institution shall strictly adhere to the principles of independence, impartiality and non-partisanship in its analysis, policy discussions, activities and public communications.

 

ARTICLE VIII – SOURCES OF FUNDING

Section 1. Pursuant to Article 22 and Article 25 of the Law on Non-Governmental Organizations, the Institution may mobilize funding from the following sources:

  1. Grants, donations and funds from local and international organizations, businesses, and individuals;
  2. Financial resources that the Institutions shall receive upon implementation of projects;
  3. Membership fees through academic or business society schemes;
  4. Income generated from lawful economic activities, including but not limited to: sale of publications; subscription fees for printed or online publications; and sales of reports, policy briefs, analyses and case studies produced on-demand for the Government, non-governmental organizations, or private sector.

Section 2. No part of the net earnings of the Institution shall inure to the benefit of, or be distributable to its members, trustees, donors, officers, or other private persons, except that the Institution shall be authorized and empowered to pay reasonable compensation for services rendered, in accordance with the rules set forth in Article IX hereof, and to make payments and distributions in furtherance of the goals set forth in Article IV hereof.

 

ARTICLE IX – MEMBERS

Section 1. The Institution shall have members. The Members may be economists, researchers, graduate and post-graduate students, academics, business professionals, and private businesses.

Section 2. Specific qualifications for each category of the Members shall be defined by the Board of Directors. The membership of the individuals or legal persons shall be approved by the Executive Committee, per qualifications set by the Board.

Section 3. Membership fees, if any, shall be determined by the Board of Directors.

 

ARTICLE X – GOVERNANCE STRUCTURE

Section 1. The Founders of the Institution are:

Mr. Nazir Kabiri

M.A., International Development, University of Kentucky, United States.

 

Dr. Omar Joya

Ph.D., Economics, University of Bordeaux, France.

 

Section 2. The Institution shall be comprised of Board of Directors, Executive Committee, Advisory Board, and the General Assembly.

 

Section 3. Board of Directors

  1. The Board of Directors (hereinafter referred to as the Board) shall be responsible for defining and maintaining the Institution’s original goals and values; determining and ensuring its finances and financial sustainability.
  2. The Board shall evaluate the Institution’s performance; appoint the Executive Committee members and the Executive Director; approve the annual budget; endorse eligibility of potential or proposed grants; endorse operational policies; and may conduct fundraising activities.
  3. The Board shall endorse the annual budget and work plan of the Institution.
  4. The Board shall be comprised of the Founders and other individuals who will be appointed by the Founders in the initial year.
  5. In subsequent years and with the establishment of a membership society, up to one-third of Board members can be elected through voting by the Members and/or the Institution’s officers (i.e., senior and professional staff), and the rest shall be appointed by the Founders.
  6. The number of Board members shall be at least three and no more than twelve individuals. Each Board member, except for Founders, shall be appointed or elected for a period of two years.
  7. Except as otherwise required by law or restricted by the current Statute, any one or more of the Board members may be removed with or without cause at any time by action of the Board, provided there is a quorum of not less than a majority of the entire Board and only if the meeting notice states that the purpose, or one of the purposes, of the meeting is the removal of a member.
  8. The Founders shall not be dismissed or removed from the Board, except if they resign voluntarily from the Board of Directors. Their resignation shall not affect the status and the operations of the Institution.
  9. Quorum: A net majority of the members of the Board of Directors shall constitute a quorum at any duly called meeting.
  10. Board of Directors shall meet at least twice a year and no more than twice a month. The Executive Director shall invite Board of Directors for the meeting and communicate to all Board members the meeting notice and agenda. The meetings may be held virtually, if it is called to approve certain policies, procedures, rules or other guidelines, where each Board member may communicate his/her views in written format electronically (i.e., by email).

 

 

Section 4. Executive Committee

  1. The Executive Committee shall manage the overall affairs of the Institution; implement the directives and strategies set forth by the Board of Directors; oversee human resources management, financial reporting and fiscal integrity; and execute the Institution’s day to day activities.
  2. The Executive Committee shall comprise of the Executive Director, and chief officers in finance, communications, human resources, or in technical and professional areas such as research, business development, etc. The functions and titles of the Executive Committee members shall be determined by the Board of Directors.
  3. The Executive Committee members shall be appointed by the Board of Directors, except in the first year where they are appointed by the Founders. The Executive Committee shall report to the Board of Directors.
  4. The Executive Committee members may, at the same time, be members of the Board of Directors including the Founders.
  5. The Executive Committee members shall be appointed for a period of 1 to 2 years. Their terms can be extended and/or renewed as many times as it may be needed.
  6. The number of Executive Committee members shall be at least 2 and no more than 5

 

Section 5. Executive Director

The Executive Director shall be the head of the Executive Committee, who will ultimately be responsible for the following duties:

  1. Carrying out the policies established by the Board of Directors;
  2. Hiring, firing, and supervising the staff necessary to carry out the work of the Institution and fixing their compensation within the budget approved by the Board of Directors;
  3. Working with the treasurer, finance officer or other professional staff to ensure that the Institution’s accounts, books and records are properly maintained;
  4. Assisting the Institution’s officers in preparing budgets, financial and other reports, and other matters within the delegation of authority under this Statute or as may be established by the Board;
  5. Preparing business plans, annual reports, and other reports as requested by the Board of Directors; and
  6. Signing the contracts and the protocols with the donors and other organizations that provide funding to the Institution;
  7. Performing such other tasks as may be directed by the Board of Directors;
  8. Managing the Executive Committee and delegating any such tasks to the Executive Committee members;
  9. Assuming fiduciary responsibility to manage the Institution’s bank account, except if such responsibility is delegated otherwise by the Board of Directors.
  10. The Executive Director’s term shall end if his/her term is not renewed by the Board of Directors, or he/she is removed by the Board of Directors with a quorum of not less than a majority of the entire Board.

 

Section 6. Advisory Board

  1. The Advisory Board shall be comprised of eminent scholars and professionals who may bring in prestige, trust and image to the Institution.
  2. The Advisory Board shall help with the fundraising (grants, donations, endowments, etc.) for the Institution.
  3. The Advisory Board shall not have fiduciary responsibility and so is not responsible for the state of its finances.
  4. The Advisory Board shall advise on the strategic goals, and engage in the promotion of the Institution in and outside the country.
  5. The members of the Advisory Board may be nominated by the Members, officers, or Executive Committee, and approved by the Board of Directors, or may be directly appointed by the Board of Directors, for a period of up to 2 years.
  6. Individuals nominated or appointed to the Advisory Board must have at least a Master’s degree in economics, business management, political science, or in other closely related fields, with either a track record of academic publications in peer reviewed journals, or at least 10 years of professional experience in senior level positions or in leading successful institutions or business firms.

 

Section 7. General Assembly

  1. The General Assembly shall be constituted of the Board of Directors and the Advisory Board.
  2. The General Assembly may meet once a year if needed.
  3. The General Assembly shall review the Institution’s annual progress report; validate or revise the Institution’s strategic goals, mission, and vision; and endorse amendments to the Institution’s statute as recommended by the Board of Directors.

 

ARTICLE XI – COMPENSATION

  1. Members of the Board of Directors and the Advisory Board may be reimbursed for reasonable expenses actually and necessarily incurred in the performance of their duties under such policies as may be adopted by the Board. Nothing herein shall prohibit a director or an advisor from providing services to the Institution in another capacity and thus receiving reasonable compensation under such regulations and conflict of interest policies as may be adopted by the Board.
  2. Members of the Executive Committee shall receive monthly compensation for the full-time services they provide to the Institution. The monthly compensation shall be determined by the salary scale approved by the Board of Directors.
  3. If an Executive Committee member assumes, at the same time, a full-time employment in another non-governmental organization, public institution, or private businesses, he or she shall not receive monthly compensation except for reimbursement of reasonable expenses actually and necessarily incurred in the performance of his or her duties.

 

 

ARTICLE XII – INDEMNIFICATION

  1. No member, officer, or director of the Institution shall be personally liable for the debts or obligations of this institution of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of this institution.
  2. The Institution does indemnify any directors, officers, employees, and members of the institution from any liability regarding the institution and the affairs of the institution, unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the Institution, or as otherwise provided under applicable law.

 

ARTICLE XIII – CONFLICT OF INTEREST

  1. Directors, officers, and employees may not engage in procurement or other economic and financial transactions with the organization, except if such compensatory or reimbursable activities with the organization are transparently identified as legitimate and permissible as promulgated under Article IX hereof.
  2. Members of the Board of Directors shall not have any employment or consultancy engagement with other institutions, be them public or private, for-profit or not-for-profit, that are deemed to be in close competition to the activities of the Institution, unless such institutions are part of an umbrella organization to which the Institution shall also be a member of, or unless a formal memorandum of understanding is enacted with those institutions.
  3. Members of the Advisory Board shall not be publicly known for their adherence to political parties, and shall not be leading or managing the election campaigns for political figures.

 

ARTICLE XIV – AMENDMENTS

Amendments to the Statute of the Institution may be recommended by a majority vote of the Board of Directors, and with the consent of the Founders, at any duly called meeting of the Board if notice of the proposed change is provided prior to such meeting. The recommendations for amendment shall be then endorsed by the General Assembly.

 

ARTICLE XV – DISSOLUTION

In case of dissolution or termination of the Institution, the movable and immovable properties remaining after the payment of liabilities and debts shall be put into an Islamic Waqf. The mandate, objectives, function and modality of the Waqf shall be defined by the Board of Directors prior to dissolution and termination.

 

ARTICLE XVI – MISCELLANEOUS

Section 1. Fiscal Year

The fiscal year of the Institution shall be in concordance to the official fiscal year of the Government, i.e. starting on December 21st of each year.

 

Section 2. Bank accounts

All funds, grants, and incomes received shall be deposited promptly to the credit of the Institution in a local private or state-owned commercial bank as may be approved by the Board of Directors, and all disbursements and transactions shall be made in accordance with procedures adopted by the Board of Directors.