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VISION d 230 المركبه العربيه السعوديه KINGDOM OF SAUDI ARABIA وزاره التجاره Ministry of Commerce Implementing Regulations of The Chambers of Commerce Law +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه A @ SaudiMCI www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION and 230 دولات اجمالي شهداد KINGDOM OF SAUDI ARABIA Implementing Regulations of The Chambers of Commerce Law Introductory Provisions Article 1: 1. The terms and phrases used herein shall have the meanings assigned thereto in Article one of the Chambers of Commerce Law, issued by Royal Decree No. (M/37), dated 22/4/1442H. 2. In these Regulations, the following terms and phrases shall have the meanings assigned thereto, unless the context requires otherwise: ☐ Relatives: fathers, mothers, grandfathers, and grandmothers up to all levels, and sons and daughters along with their children down to all levels. ☐ Election Committee: the committee formed by virtue of Article (12) of these Regulations to oversee the elections of the chamber’s board of directors. ☐ Objection and Appeal Committee: the committee formed by virtue of Article (13) of these Regulations to consider and decide on objections to candidates nominated for the chamber’s board of directors and appeals against the election results. Article 2: To establish more than one chamber within the same administrative province, a request shall be submitted to the Federation of Chambers, which then puts forth a recommendation according to the criteria set out in paragraph (1) of Article (3) of the Law to the Minister for consideration and approval. Part One: The Chamber Chapter 1: Administrative Organs of the Chamber First: General Assembly Article 3: 1. The general assembly shall convene upon the invitation of the chairperson. 2. Invitations for the meeting shall be published on the websites of the chamber and the Federation, and any other means specified by the chamber at least 15 days in advance. 3. The invitation shall include the agenda which sets out the list of items to be discussed at the meeting. Article 4: The meetings of the general assembly shall be considered valid if attended by at least 100 subscriber or 5% of the total number of the chamber's subscribers, provided that the chairperson or one of the vice chairpersons is among the attendees. If the quorum is not present, the meeting shall be adjourned by a decision of the chairperson or one of the vice chairpersons -as the case may be- for at least 15 days. In this case, the meeting shall be deemed valid if attended by at least 50 subscribers, provided that the chairperson or one of the vice chairpersons is among the attendees. In the absence of the quorum for the second time, the meeting shall be adjourned according to the same procedure of the first adjournment for at least 15 days. In this case, the meeting shall be deemed valid regardless of the number of attendees, provided that the chairperson or one of the vice chairpersons is among the attendees. Article 5: The corporation's owner -who may delegate the director by virtue of an authorization granted by the corporation, or the company's chairperson of the board of directors, the chairperson of the board of managers, the director -who may delegate a member of the board of directors, a member of the board of managers, or one of the directors by virtue of an authorization granted by the company and certified by the chamber- shall represent the establishment thereof at the general assembly meetings of the chamber. Article 6: To attend the general assembly meetings, subscribers shall hold valid membership of the chamber on the date of the meeting. Article 7: 1. Decisions in the general assembly meetings shall be adopted by public vote. +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه SaudiMCI www.mci.gov.sa 2 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 30 23:30 العربيه المطرا الدويه KINGDOM OF SAUDI ARABIA 2. Decisions of the general assembly shall be made by a majority vote of the attending subscribers. 3. A subscriber may not vote on a decision regarding a matter in which he has a direct or indirect personal interest. 4. The chairperson of the meeting shall read the decisions and recommendations to the subscribers as soon as they are approved in the session. Article 8: A representative from the Federation shall attend the meetings of the chamber's general assembly. The representative shall prepare a report containing the items discussed and the decisions issued at the meeting. The Ministry is entitled to assign a delegate to attend these meeting at its discretion. Article 9: 1. Meetings and voting of the chamber's general assembly and board of directors may be conducted via electronic means in accordance with the following rules: a. Facilitate effective participation to subscribers by using video and audio live streaming of the meeting, and ensure that they are able to listen, express opinions, discuss agenda items, ask and answer questions, and vote on decisions. b. The chairperson of the meeting shall announce the electronic participation rate at the beginning of the meeting. c. Prepare minutes that contain the facts of the meeting and the results of voting on decisions, and keep an audio and visual recording of the meeting. d. Remote electronic participation shall have the same effect as in-person participation. e. The chamber shall specify the electronic procedures for registering attendees and voting on decisions, and publish them on the chamber's website. f. Subject to the provisions of this Article, the Federation shall prepare guidelines for holding meetings and voting on decisions electronically, and circulate them to chambers. 2. Automated voting on agenda items of the chamber's general assembly meetings may be made available to subscribers, even if they did not attend the meeting, as follows: a. Automated voting allows subscribers to vote, either before or during the chamber's general assembly meeting, without having to appoint agents to attend on their behalf. b. Automated voting on the items of the meeting of the chamber's general assembly shall become available from the date of publication of the meeting invitation. c. Automated voting period shall not be less than three days prior to the date of the chamber's general assembly meeting. d. Upon completing the discussion and voting on any item of the meeting agenda, the automated voting on such item shall be closed. 3. Holding the chamber's general assembly meetings through modern technology shall not preclude holding such meetings at the location designated in the invitation, and shall not prejudice the subscribers' right to attend. 4. In the general assembly meetings, subscribers who vote by means of modern technology and automated voters shall count in calculating the number of votes. Second: The Chamber's Board Article 10: The Minister shall determine the number of the board members for each chamber according to the number of its subscribers, as follows: a. Nine members for the chamber in which the number of subscribers ranges from one to 25,000. b. Twelve members for the chamber in which the number of subscribers ranges from 25.001 to 50,000. c. Fifteen members for the chamber in which the number of subscribers ranges from 50.001 to 100,000. d. Eighteen members for the chamber in which the number of subscribers exceeds 100,000. +966 11 294 4444 | Riyadh 11162 F@SaudiMCI 3 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 دوله دبيه السعوديه KINGDOM OF SAUDI ARABIA In case the Minister approves the election of half of the members of the board of directors pursuant to Article 9 (1) of the Law, he may amend the number of members provided for in this Article. Article 11: The chamber shall notify the Ministry of the expiration of the terms of the board members at least six months in advance. Article 12: 1. The Election Committee shall be established pursuant to a decision by the Minster at least five months before the expiration of the terms of the chamber's board of directors. The Committee shall comprise three members, two of whom shall be employees from the Ministry and one from the Federation of Chambers. The Committee shall exercise the following functions: a. Scheduling the dates for opening, closing, and announcing candidacy for the membership of the chamber's board of directors. b. Overseeing the process of receiving application of the board membership; ensuring that Laws, regulations, and instructions have been complied with and the candidate list has been prepared. c. Overseeing the chamber's preparation of the list of subscribed voters who are registered in the commercial register prior to the announcement of the opening of candidacy for the board of directors for the next term. d. Determining and announcing the date, duration, and location of the election depending on the circumstances of each particular chamber. 2. The Election Committee may seek assistance from those whom the Committee deems fit to participate in election-related procedural and operational work based on the circumstances of each particular chamber and the number of its voters. 3. The chamber shall provide the resources necessary for the election. Article 13: An Objection and Appeal Committee shall be formed pursuant to a decision by the Minster, comprising three members from the Ministry, provided that at least one of them specializes in laws. Article 14: The filing period for candidacy for membership of the chamber's board of directors is 15 days, which may be extended by a decision of the Election Committee, if necessary. Article 15: 1. Applications of candidacy for the membership of the chamber's board of directors shall include the following particulars: a. The applicant name as stated in his identity card, national address, contact information, and his curriculum vitae (CV) including his academic qualifications and experience. b. Type of the economic activity practiced by the applicant. c. Signature of the applicant on the application and the pledge of commitment to the objectives and purposes of the membership. 2. The candidate may not be a chamber employee. Article 16: In case of relative candidates, the preference for selecting one over the other is subject to a decision by the Election Committee in accordance with the following criteria: a. Precedence of registration in the commercial register. b. Academic qualifications. c. Number of years of regular payment of the chamber subscription fee. d. Precedence of candidacy. +966 11 294 4444 | Riyadh 11162 ليرايش @ SaudiMCI 4 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION and 30 23:30 العربيه العربيه السعوديه Kingdom of Saudi Arabia Article 17: 1. Subject to paragraph (2) of Article (12) of the Law, the corporation's owner or director, or the company's chairperson of the board of directors, the chairperson of the board of managers, one of their members or the director, may apply for the membership of the chamber's board of directors. However, it shall be taken into consideration that the director of the corporation or the company, or the member of the board of directors or the board of managers of the company has been registered in the commercial register for at least one year, and he shall provide a letter of approval issued by the owner of the corporation or the company and certified by the chamber indicating the candidate's name and position. 2. Non-Saudis may apply for the membership of the chamber's board of directors if the membership requirements stipulated in Article (16) of the Law are met. Article 18: The appointed and candidate member shall submit an acknowledgement certified by the chamber indicating that he has not previously been sentenced of a crime impinging on honor or integrity unless rehabilitated, and he has the experience and knowledge to practice works related to business activities for at least 10 years, this period is reduced to at least five years for those with a university degree or its equivalent. The declaration shall include the following: a. Statement of the past employment and jobs. b. Statement of the memberships, committees, work teams, seminars, and events relevant to business activities in which he participated. If otherwise proven, the Election Committee or the Ministry has the right to exclude this member. Article 19: 1. The Election Committee shall, in coordination with the Ministry, examine the list of candidates and ensure the fulfillment of the necessary requirements and controls provided for in the relevant instructions. 2. The Election Committee shall prepare and announce the initial list of candidates. Candidates may withdraw within five business days from the date of announcing the list. 3. The Election Committee shall publish a list of the candidates' names, data, and curriculum vitae (CV) on the websites of the election and the chamber in order to be accessible for voters. 4. Objections regarding candidate lists may be submitted in writing to the Objection and Appeal Committee within a period not exceeding three business days from the date of announcing the list, and the committee shall review and decide on the objections within five business days from the date of receipt. 5. Once the Objection and Appeal Committee has reached a decision on the submitted objections, the Election Committee shall announce the final list of candidates and determine the locations and dates of the election not less than ten business days before the election. 6. The names in the candidates list shall be arranged alphabetically. Article 20: 1. The candidate, whose name appears on the final list, may carry out a campaign to introduce himself and his program in conformity with public order, community values, and fair competition, taking into account the following: a. Candidates shall bide by Laws, regulations, and instructions, respect the rights of other candidates and not interfere in their campaigns. b. Candidates shall be liable for any offence committed by them or by any of their staff, such liability shall be without prejudice to the liability of the persons who have committed the offence. c. Candidates shall adhere in their campaign to the chamber's terms of reference, and not include promises or programs that are irrelevant to the role, functions, and powers of the member of the chamber's board. d. Candidates shall suspend their campaigns and eliminate the effects thereof by the end of the specified period. +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa 5 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 دوله اداره المعهد KINGDOM OF SAUDI ARABIA e. Candidates may collaborate with other candidates (individuals or groups) in any publicity or advertising material or election campaign. 2. Candidates are prohibited from the following: a. Disturbing public order, inciting unlawful acts, creating divisions among citizens, and offending any of the voters or candidates directly or indirectly. b. Exploiting public facilities, government entities and the like, mosques and educational institution, NGOs, sports and cultural clubs, or so, to achieve campaign purposes. c. Carrying out any campaign advertising activity that is funded by a party outside the Kingdom, except for establishments located outside the Kingdom, or its branches, that is associated with the candidate. d. Using the official state emblem or flag, government logo, or chamber or Federation logo; religious, historical, or tribal signs and symbols; or names or photos of public figures in their campaigns. 3. The Election Committee may warn and exclude the candidate who violates any of the controls stipulated in this Article. The aggrieved party may file an appeal before the Objection and Appeal Committee, the Committee shall decide on the objections within a period not exceeding three business days. Article 21: The Election Committee shall announce the voters list at least 30 days before the election. Voters shall have the right to object to any voter within three business days from the date of the announcement, the Election Committee shall consider and decide on objections to voters within five business days. Article 22: The Election Committee shall determine the duration and start and end dates for voting on candidates, taking into account the number of voters so as to ensure that appropriate conditions are created for voters to cast their votes. Article 23: Chambers shall provide one or more locations for the Election Committee and the Objection and Appeal Committee, as well as the resources necessary to enable them to perform their duties. Article 24: Each voter may elect one or more candidates, however, he may not exceed half of the specified number of candidates to be elected for the membership of the chamber's board of directors. Voters may cast their votes by placing a mark next to their preferred candidates, taking into account the following: a. Voting shall be secret. b. Electronic voting shall include the option to select (individual voting) and (vote for groups). Article 25: 1. The owner of the corporation, or the chairperson of the board of directors or the chairperson of the board of managers of the company may cast his vote in the election, however, he may delegate the director of the corporation, the company's member of the board of directors or the board of managers by virtue of an electronic authorization; provided that the name of the director or the member of the board of directors or the board of managers is registered in the commercial register. 2. The Election Committee shall verify the integrity of the proceedings and oversee procedural and technical aspects including receiving, reviewing, examining, and announcing final results. 3. If a voter was unable to vote, he may communicate through the means of communication announced by the Election Committee so as to enable him to cast his vote. 4. The chairperson of the Election Committee shall prepare minutes in which he records steps and facts regarding the election, beginning with receiving applications for candidacy until sorting and announcing results and winners' names. Members of the Committee shall sign these minutes, and those who refuse to sign shall indicate reasons for their refusal therein. 5. The headquarters of the Election Committee and the Objection and Appeal Committee may not be entered after voting is closed. The remaining election proceedings shall be completed in order to announce the +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه SaudiMCI www.mci.gov.sa 6 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دوله دñana KINGDOM OF SAUDI ARABIA results and prepare the minutes and other related correspondences, copies thereof shall be preserved for reference when needed. 6. Non-Saudis who meet the voter's requirements may participate in voting for the membership of the chamber's board of directors. Article 26: Modern technology means must be used in electoral processes. However, in case the Committee decides not to use such means, for any reason or under any circumstance, it is entitled to adopt whatever it deems appropriate to facilitate voting on time, and it may extend or postpone voting when necessary. Article 27: Candidates with the most votes win the election. Where votes are equally divided, winners shall be selected by lot conducted by the Election Committee in the presence of members of the Objection and Appeal Committee. Candidates who lose by lot along with those who come next based on the number of votes are to be considered reserve candidates. Article 28: The Election Committee shall announce the election results, and rank the names based on the number of votes obtained by each candidate. Article 29: Candidates are entitled to object to the election results by submitting a written appeal to the Objection and Appeal Committee within a period not exceeding three business days from the date of announcing the results, the Committee shall decide on such objections within ten business days. Article 30: The announcements referred to in Articles (19), (21) and (28) of these Regulations shall be published on the websites of the chamber, the Federation, and any other means specified by the Election Committee. Article 31: Without prejudice to confidentiality, the election results shall be submitted to the Minister for approval, and all election-related documents shall be delivered to the Ministry. Article 32: Elections may only be rerun by a decision of the Minister based on reasonable grounds. Article 33: The start of the board term stipulated in paragraph (1) of Article (11) of the Law shall be determined by the decision of the Minister regarding the formation of the chamber's board of directors. Article 34: Subject to Article (14) of the Law, the chamber's board of directors shall hold its first meeting to elect the chairperson and the first and second vice chairperson from among its members within a period not exceeding 15 days from the start of the chamber's new term, taking the following into consideration: a. Voting shall be secret, and each position shall be dealt with separately in the following order: chairperson, first vice chairperson, then second vice chairperson. b. A member may not delegate or authorize another member to vote on his behalf. c. The member who obtains more than half of the votes of attending members is elected. d. In case two members have equal votes, a lot shall be drawn to select one of them. e. Where more than two members are elected and none of them obtains more than half of the votes of attending members, voting shall be repeated according to the following: 1. The candidate with the fewest votes shall be excluded. 2. In case two or more members have equal votes, a lot shall be drawn to exclude one of them. 3. A revote is conducted with the remaining candidates in accordance with the provisions of this Article. +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa 7 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 دوله اداره المدخراج KINGDOM OF SAUDI ARABIA f. Where the position of the chairperson or one of the vice chairpersons becomes vacant, members shall be elected to fill the vacancy in accordance with the provisions of this Article. The term of the successor shall continue until the end of the term of the current session. Article 35: The chairperson of the chamber shall exercise the following powers and authorities: a. Representing the chamber before the courts and others, however, he may delegate whomever he deems appropriate in this regard. b. Representing the chamber in local and international events, however, he may delegate one of the vice chairpersons, a member of the chamber's board of directors, or the secretary-general. c. Strengthening cooperation relations with the Federation of Chambers and following up the implementation of its work plans. d. Calling and chairing the meetings of the chamber's general assembly and the board of directors, and following up the implementation of their decisions. e. Preparing the meeting agenda of the chamber's general assembly and having it approved by the board of directors. f. Approving the meeting agenda of the board of directors after coordination with the board members. g. Inviting officials in the public and private sectors to visit the chamber after coordinating with the members of the chamber's board of directors, identifying the objectives of the visit, and following up on the implementation of issued recommendations. h. Signing contracts, agreements, and memorandum of cooperation and understanding that are concluded by the chamber with others, however, he may delegate whomever he deems appropriate in this regard in accordance with the internal regulations of the chamber. i. Any other powers entrusted in him by the chamber's board of directors. Article 36: 1. The chairperson of the chamber may call an extraordinary meeting of the board of directors whenever he deems necessary. 2. Upon a written request by one-third of the board members, the chairperson of the chamber shall send written invitations to hold an extraordinary meeting, the invitations shall be sent within 15 days after the receipt of the request. If he fails to do so, the chairperson of the Federation shall assume such task according to the following procedures: a. After the expiry of the period specified for sending invitations, the members shall inform the Federation that the request to hold the extraordinary meeting has not been met. b. The chairperson of the Federation shall invite the chairperson and the members of the chamber's board of directors to hold the extraordinary meeting within a period not exceeding seven days from the date of his notification, and he shall notify the Ministry thereof. c. The agenda of the extraordinary meeting shall be attached to the invitation. d. The extraordinary meeting of the chamber's board shall be held in accordance with the procedures stipulated in Article (22) of the Law with the presence of a representative from the Federation. The Ministry may assign a representative to attend such meetings in the cases it deems appropriate. Third: The Chamber's General Secretariat Article 37: Subject to Article (27) of the Law, the secretary-general shall: a. be a Saudi national. b. hold a bachelor's degree or its equivalent. c. have practical experience of not less than 10 years. d. not have been previously convicted with a breach of trust or honor, unless he has been rehabilitated. e. serve full time. +966 11 294 4444 | Riyadh 11162 A @ SaudiMCI 8 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION à Jgì 23:30 دولیک اطیعا شاهد KINGDOM OF SAUDI ARABIA f. be proficient in the English language. Chapter II: Subscription, Financial Consideration, and Membership Registration Article 38: 1. Establishments with several branches are not required to create multiple subscriptions in the chamber, unless the branch thereof falls outside the chamber's territorial jurisdiction, or it has a different trade name. 2. The payment of the subscription fee is due after the lapse of three years from the date of registration in the commercial register. If a natural or legal person has more than one commercial register, the period shall be calculated from the date of registration of the first commercial register. Article 39: Subscription requests shall be submitted electronically according to a form prepared by the chamber and includes the subscriber's trade name, commercial registration number and date, type of activity, national address, e-mail, and subscription class. Article 40: 1. Annual subscription fee and renewal fee shall be determined according to the following table: <table><tr><td>Class</td><td>Subscribers</td><td>Fees</td></tr><tr><td>First</td><td>Joint stock companies listed in the Capital Market, or establishments with a capital exceeding one million riyals or the number of their workers is two hundred and fifty or more.</td><td>5,000 riyals</td></tr><tr><td>Second</td><td>Establishments with a capital exceeding three hundred and seventy-five thousand to one million riyals or the number of their workers ranges from fifty to two hundred and forty-nine.</td><td>2,000 riyals</td></tr><tr><td>Third</td><td>Establishments with a capital less than three hundred and seventy-five thousand riyals and the number of their workers ranges from six to forty-nine.</td><td>1.000 riyals</td></tr><tr><td>Fourth</td><td>Establishments with a capital less than three hundred and seventy-five thousand riyals, they have been established for five years or more, and the number of workers does not exceed five.</td><td>700 riyals</td></tr><tr><td>Fifth</td><td>Establishments with a capital less than three hundred and seventy five thousand riyals, they have not been established for five years, and the number of workers does not exceed five.</td><td>500 riyals</td></tr><tr><td>Sixth</td><td>Companies with a capital less than three hundred and seventy-five thousand riyals, they have not been established for five years, and the number of workers does not exceed five.</td><td>200 riyals</td></tr></table> 2. The financial consideration specified in paragraph (1) of this Article shall apply to the subscribers who practice legally licensed activities and are not obligated to register in the commercial register, except for the sixth class. 3. Subscribers may subscribe in a higher class among the ones mentioned in paragraph (1) of this Article. 4. The payment of the subscription fees is linked to the term of the commercial registration. If the subscription term is less than a year, the subscription fees shall be calculated according to the number of the actual subscription days. +966 11 294 4444 | Riyadh 11162 F @ SaudiMCI 9 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 العربيه العربيه السعوديه Kingdom of Saudi Arabia Article 41: 1. The Ministry shall create a database for each chamber, including the name of the chamber, a copy of the decision issued for its foundation, headquarter, scope of competence, branches (if any), number of subscribers at the end of each fiscal year, names of its board members, and any other data specified by the Ministry. 2. A database shall be created in each chamber to record its subscribers, which includes: the subscriber's name, number and date of the commercial registration, address, membership number, subscription date, type of activity he practices, class of his subscription in the chamber, subscription payment receipts, and any amendments thereto. The Ministry may entrust the task of creating, maintaining, and updating such database to an authority it specifies. 3. Each chamber shall designate a register to keep meeting minutes of the chamber's general assembly and the board of directors, the certificates, records, and documents issued thereby, and the incoming and outgoing transactions. Article 42: 1. The chamber shall certify certificates and documents in relation to commercial activities of its subscribers. The certification fee for a certificate or a document shall be as follows: a. Forty riyals for paper certification. b. Thirty-five riyals for electronic certification. 2. The chamber may not certify the following: a. Certificates, documents, and translations thereof issued by government or judicial authorities. b. Certificates and documents which belong to non-subscribers. c. Certificates and documents for which instructions are issued by the concerned authorities not to be certified by the chamber. 3. The chamber may not issue certificates and documents requested by a subscriber or certify the authenticity of the signatures therein unless he is registered therewith and has paid the subscription fees. Chapter III: The Chamber's Financial Affairs Article 43: The budget, financial statements, and final account of the chamber, after being approved by the chamber's general assembly, shall be published on the websites of the chamber and the Federation of Chambers, and a copy thereof shall be provided to the Ministry. Chapter IV: Performance Evaluation of the Chamber Article 44: 1. The Federation of Chambers shall prepare the criteria for evaluating the performance of chambers, and these criteria shall be approved by the Ministry. 2. Performance Evaluation of the chamber shall be conducted by an advisory body, as follows: a. The Federation shall prepare a list of at least five approved advisory bodies, and circulate this list to chambers to choose from. b. The chamber's general assembly shall select an advisory body from the list approved by the Federation. c. The chamber shall submit its performance report which has been approved by the advisory body to the Federation of Chambers within a period not exceeding three months from the end of the calendar year. d. The advisory body may not evaluate the chamber's performance for more than three consecutive years. 3. The chamber shall publish the approved results of the evaluation on the websites of the chamber and the Federation of Chambers. +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه A @ SaudiMCI www.mci.gov.sa 10 [Non-Text] وزاره التجاره Ministry of Commerce VISION and VISION 230 دوله دوره السعوديه Kingdom of Saudi Arabia 4. Subject to paragraph (4) of Article (39) of the Law, the minimum score of the chamber's evaluation is \(60\%\) of the overall score. Chapter V: Organizing Exhibitions, Markets, Conferences, and Training Facilities Article 45: Subject to the relevant laws and regulations, the chamber may, after coordination with the Ministry and the Federation at least 30 days in advance, hold and administer conferences and exhibitions of national industries and products, and participate in exhibitions and seasonal markets. The Ministry and the Federation of Chambers shall be notified of the outcomes arising therefrom. Article 46: Without prejudice to paragraph (15) of Article (5) of the Law, every chamber shall prepare a program for sending and receiving commercial delegations, after coordinating with the Ministry, the Federation of Chambers, and other relevant bodies and providing them with a list of the participants' names, duties, and duration of stay, at least 30 days before the delegations' arrivals or departures scheduled dates; the Ministry may reduce such period if necessary. The delegation shall submit a report to the aforementioned authorities that shows the achieved outcomes. Article 47: To establish a training facility, the chamber shall submit a request to the Ministry indicating the purpose of such facility and the justifications therefore, the areas of training which must comply with the chamber's missions and eliminate competition with the private sector, the expected number of trainees, and the admission requirements. The training facility may not open unless approved by the Ministry and all necessary licensing requirements are fulfilled by the concerned authorities in accordance with the relevant laws. Part Two: The Federation of Chambers Chapter I: Administrative Organs of the Federation of Chambers First: General Assembly Article 48: Subject to Article (44) of the Law, the representation of each chamber in the general assembly of the Federation of Chambers shall be in proportion to the number of its subscribers, according to the following: a. One member for the chamber in which the number of subscribers ranges from one to 25,000. b. Two members for the chamber in which the number of subscribers ranges from 25.001 to 50,000. c. Three members for the chamber in which the number of subscribers ranges from 50.001 to 100,000. d. Four members for the chamber in which the number of subscribers exceeds 100,000. Article 49: 1. The general assembly shall convene upon the invitation of the chairperson. 2. Invitations for the meeting shall be published on the websites of the Federation and any other means specified by the Federation at least 15 days in advance. 3. The invitation shall include the agenda which sets out the list of items to be discussed at the meeting. Article 50: 1. The meeting of the general assembly shall be considered valid if attended by at least half of its members, provided that the chairperson or one of the vice chairpersons is among the attendees. If the quorum has not been reached, the meeting shall be adjourned by a decision of the chairperson or one of the vice chairpersons -as the case may be- for at least 15 days. The second meeting shall be considered valid if attended by at least one-third of the members, including the chairperson or one of the vice chairpersons. If this quorum has not been reached for the second time, the meeting shall be adjourned, according to the aforementioned procedure regarding the first adjournment, for at least 15 days; in this case, the meeting will be considered valid by those who attended, provided that the chairperson or one of the vice chairpersons is among the attendees. +966 11 294 4444 | Riyadh 11162 A © SaudiMCI 11 Kingdom of Saudi Arabia | المملكه العربيه السعوديه | www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 دوله دبيه المعهد KINGDOM OF SAUDI ARABIA 2. A representative from the Ministry shall attend the general assembly of the Federation of Chambers, and he shall prepare a report including the discussed topics, decisions, and recommendations. Article 51: 1. Decisions of the Federation's general assembly are adopted by public vote. 2. Decisions of the Federation's general assembly are duly approved by a majority vote of the attending subscribers. 3. A subscriber may not vote on a decision regarding a matter in which he has a direct or indirect personal interest. 4. The chairperson of the meeting shall read the decisions and recommendations to the subscribers as soon as they are approved in the session. 5. The chairperson of the Federation may invite whoever he deems necessary to attend the meetings of the Federation's general assembly but without granting the right to vote on decisions. 6. Meetings and voting on decisions of the Federation's general assembly and board of directors may be conducted via electronic means in accordance with the rules stipulated in Article (9) of these Regulations. Article 52: The Federation shall maintain a special register to record attendees of the general assembly meetings, quorum of meetings, decisions and recommendations issued therein, and reservations thereon (if any). Said register shall be signed by the chairperson of the meeting and the secretary of the board of directors. Second: The Federation's Board Article 53: Subject to Article (48) of the Law, the Federation's board of directors shall hold its first meeting to elect the chairperson and the first and second vice chairperson from among its members within a period not exceeding 15 days from the start of the chairperson's and vice chairpersons' new term, taking the following into consideration: a. Voting shall be secret, and each position shall be dealt with separately in the following order: chairperson, first vice chairperson, then second vice chairperson. b. A member may not delegate or authorize another member to vote on his behalf. c. The member who obtains more than half of the votes of attending members is elected. d. In case two members have equal votes, a lot shall be drawn to select one of them. e. Where more than two members are elected and none of them obtains more than half of the votes of attending members, voting shall be repeated according to the following: 1. The candidate with the fewest votes shall be excluded. 2. In case two or more members have equal votes, a lot shall be drawn to exclude one of them. 3. A revote is conducted with the remaining candidates in accordance with the provisions of this Article. f. Where the position of the chairperson or one of the vice chairpersons becomes vacant, members shall be elected to fill the vacancy in accordance with the provisions of this Article. The term of the successor shall continue until the end of the term of the current session. Article 54: The chairperson of the Federation of Chambers shall exercise the following powers and authorities: a. Representing the Federation of Chambers before the courts and others, however, he may delegate whomever he deems appropriate in this regard. b. Representing the Federation of Chambers in local and international events, however, he may delegate one of the vice chairpersons, a member of the Federation's board of directors, or the secretary-general. c. Strengthening cooperative relations with chambers and following up the implementation of their work plans. +966 11 294 4444 | Riyadh 11162 A © SaudiMCI 12 Kingdom of Saudi Arabia | المملكه العربيه السعوديه www.mci.gov.sa [Non-Text] وزاره التجاره Ministry of Commerce VISION and 23:30 العربيه المطيه الدوب KINGDOM OF SAUDI ARABIA d. Calling and chairing the meetings of the Federation's general assembly and the board of directors and following up the implementation of their decisions. e. Preparing the meeting agenda for the Federation's general assembly and having it approved by the board of directors. f. Approving the meeting agenda for the board of directors after coordination with the board members. g. Inviting officials in the public and private sectors to visit the Federation after coordinating with the members of the board of directors, identifying the objectives of the visit, and following up on the implementation of the recommendations issued, if any. h. Establishing procedures to familiarize new board members with the work of the Federation, including the administrative, financial, and legal aspects. i. Signing contracts, agreements, memorandum of cooperation and understanding that are concluded by the Federation with others, however, he may delegate whomever he deems appropriate in this regard in accordance with the internal regulations of the Federation. j. Any other powers entrusted in him by the Federation's board of directors. Article 55: A committee called “Dispute Settlement Committee” shall be formed by a decision of the Federation’s board of directors to amicably resolve any disputes may arise between two or more chambers or between board members of the chamber, in accordance with the following: a. The Committee shall comprise five members and headed by the chairperson of the Federation of Chambers or a deputy thereof. The members shall be selected by the board of directors of the Federation. Terms for the membership of the Committee shall coincide with the term of the chairperson of the Federation and the vice chairpersons, thus, the members shall be re-selected at the start of each term. b. If a member of the Committee is a party to any of the existing disputes, he may not participate in the work and decisions of the Committee relating to this dispute. c. The Committee holds its meetings at the headquarter of the Federation. Meetings may also be held, upon the agreement of its members, in chambers or any other location. Meetings shall be considered valid if attended by at least three members, provided that the chairperson or his deputy is among the attendees. d. An employee from the Federation shall act as a secretary of the committee, provided that he specialized in laws. The secretary shall undertake the preparation of the committee work, observe the confidentiality of its deliberations and recommendations, document its meetings, and perform the tasks needed to accomplish its objectives. The committee secretary has the right to attend committee meetings without having the right to vote on decisions or sign on minutes. e. The committee has the right to meet with all, some, or one of the members of the chamber's board of directors, or whomever it deems relevant to resolve disputes and reach amicable settlement. f. In all cases, the committee's conclusions shall be submitted to the Minister, along with the proposed recommendations. Third: The Federation's General Secretariat Article 56: Subject to Article (52) of the Law, the secretary-general of the Federation shall: a. be a Saudi national. b. hold a bachelor's degree or its equivalent. c. have practical experience of not less than 15 years. d. not have been previously convicted with a breach of trust or honor, unless he has been rehabilitated. e. serve full time. f. be proficient in the English language. +966 11 294 4444 | Riyadh 11162 لارياض Kingdom of Saudi Arabia | المملكه العربيه السعوديه @ SaudiMCI www.mci.gov.sa 13 [Non-Text] وزاره التجاره Ministry of Commerce VISION and 30 230 العربيه المطبيه السوحي KINGDOM OF SAUDI ARABIA Chapter II: The Federation's Financial Affairs Article 57: Subject to the provisions of Article (54) of the Law, the Federation's resources shall consist of the following: a. 10% of the value of subscriptions received by chambers from their subscribers, which shall be deposited into the account of the Federation at the end of each Gregorian month. b. The financial consideration that the Federation receives from the activities and events that it organizes jointly with chambers. Said consideration shall be determined by agreement between the Federation and chambers. c. 5% of the financial consideration obtained by chambers from their subscribers in return to providing certification services, which shall be deposited into the account of the Federation at the end of each Gregorian month. Article 58: The budget, financial statements, and final account of the Federation, after being approved by the Federation's general assembly, shall be published on the website of the Federation, and a copy thereof shall be provided to the Ministry. Chapter III: Organizing Exhibitions and Conferences Article 59: Subject to the relevant laws and regulations, the Federation shall organize national exhibitions, and may participate in international exhibitions, after coordination with the Ministry 30 days in advance. Article 60: Subject to the relevant laws and regulations, the Federation may organize or participate in conferences, after coordinating with the Ministry and providing it with the participant's names and the conference agenda 30 days prior to the date, the Ministry may reduce this period in cases it deems appropriate. Article 61: When sending national commercial delegations outside the Kingdom or receiving foreign commercial delegations, the Federation of Chambers, shall coordinate with the Ministry and the relevant authorities at least 30 days before the date, the Ministry may reduce this period in cases it deems appropriate. The Federation shall notify the authorities of the outcomes of such visits within a period not exceeding 15 days. Final Provisions Article 62: The Federation of Chambers shall prepare the following regulations: a. Model internal regulations (guidance) for chambers, including administrative and financial regulations, regulations for organizing the work, and regulations for training and scholarships. b. Regulation for the advisory governance of chambers. Article 63: These Regulations shall enter into force on the date of their publication in the Official Gazette. +966 11 294 4444 | Riyadh 11162 Kingdom of Saudi Arabia | المملكه العربيه السعوديه A SaudiMCI www.mci.gov.sa 14