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Founding Statute

 

Introduction:
The Mahmoud Darwish Foundation was established upon a Presidential decree issued in Ramallah on October 4, 2008. It is a Palestinian non-profit foundation established in recognition of Darwish‘s esteemed status within the Palestinian national movement as well as his inspirational influence on the Palestinian, regional and international literary scenes.
The foundation seeks to safeguard Mahmoud Darwish’s cultural, literary and intellectual legacy, and promote his noble values; the love he had for his homeland, deep respect for human dignity, and his utter veneration of life. The foundation also aims at reinforcing Darwish‘s enlightened vision and authentic expression of the Palestinian cause, with all its humanitarian dimensions.
The foundation‘s activities will focus on collecting and safeguarding Mahmoud Darwish’s works and legacy, as well as organizing and fostering cultural, literary, artistic, humanitarian, charity and media activities. The foundation has established an annual award "The Mahmoud Darwish Award for Creativity" granted to intellectuals from Palestine and elsewhere.
In honor of the legendary poet, the foundation has constructed the Mahmoud Darwish Museum. The Museum is an exquisite edifice befitting the commemoration of the poet and his achievements. It stands as status and national devotion, relentlessly upholding his message of freedom and authenticity.


 


Article 1.
Name and Description of the Foundation

The Mahmoud Darwish Foundation is a national non-profit foundation with financial and administrative autonomy, which is granted all the same privileges as general municipalities and organizations. This Foundation is entitled to establish any agreements or contracts with any person, firm or company inside of Palestine or abroad. Additionally, it is entitled to rent or to own movable and immovable assets, and due to this it has the capacity to sue and be sued.


Article 2.
Headquarters and Offices

Headquarters: The main permanent headquarters of the Foundation shall be in Jerusalem, with the right to establish other offices within the territories of the Palestinian National Authority and abroad.

 

Article 3.
Goals

The Foundation seeks to safeguard Mahmoud Darwish’s cultural, literary and intellectual legacy, and promote  the cultural values espoused by him. Therefore in this context, the Foundation shall:
1. Collect and safeguard Mahmoud Darwish’s works and legacy
2. Establish a multi-purpose cultural center in the area near the poet’s tomb in Ramallah
3. Suggest cultural, literary, humanitarian, artistic, charity and media activities or any other activities defined, executed and sponsored by the Board of Trustees
4. Establish an annual award “The Mahmoud Darwish Award for Creativity" in cultural, artistic and literary fields, granted to intellectuals from Palestine and elsewhere.

Article 4.
Membership of the Board of Trustees

1. The Board of Trustees shall consist of Palestinian, Arab, international, cultural, public, ordinary and prestigious persons.
2. The First Board of Trustees shall consist of members approved in a decree from the head of the Palestinian Liberation Organization (PLO)/ The President of the Palestinian National Authority (PNA).

 

 

Article 5.
Chairman of the Board of Trustees

1. The Board of Trustees shall elect its Chairman, and its Vice- president to fulfill his duties in the chairman’s absence.
2. The duration for the Board of Trustees’ presidency is three years, subject to renewal.
3. The council shall elect a Secretary - his/her duty includes preparing an agenda for each meeting of the council in coordination with the Board of Directors, and drafting the minutes of meetings to present to the chairman for signature.

 

Article 6.
The Dismissal of Members

The members of the Board of Trustees shall be dismissed in the following cases:
1. Withdrawal or resignation from the council in a written letter addressed to the president of the council.
2. The member’s absence from three consecutive meetings without an acceptable excuse.
3. Violating the rules of the founding document and its provisions, or deliberately harming the institution’s reputation.
4. In the cases referred to above or in any other case, the decision of dismissal of a member must be voted upon by the majority of the Council (either two thirds of those attending or the absolute majority).
5. Death.

 

Article 7.
Meetings of the Board of Trustees

1. The Board of Trustees meets in regular sessions once a year and may meet for an exceptional session if necessary. Meetings are announced by the Chairman of the Board of Trustees.
2. The Board of Trustees may hold an emergency meeting after receiving a written request signed by at least one third of its members.
3. The call for a regular or an emergency meeting is made through a written notice sent by the President of the Council to all members of the Board in at least four weeks ahead of  the planned date.
4. The call for an emergency meeting is made through a written notice distributed by the President of the Council to all members of the Board in at least three weeks ahead  of  the proposed meeting.
5. If the Chairman does not call for a scheduled meeting per the 2nd provision of this article, the council shall meet immediately one month from the date of the request.

 

Article 8.
The Legality of Meetings and Voting

1. To be legal, the meetings of the Board of Trustees must be held in the presence of members representing the simple majority (half of the members +1).
2. In the case of absence of quorum, the meeting is postponed for a period not exceeding two weeks and the next meeting will be legal with whoever attends.
3. The Chairman of the Board of Trustees heads the meeting of the Council, and in the case of his absence the Vice- President shall head the meeting.
4. The Board of Trustees shall issue its decisions by the voting of the simple majority (half the attendants +1).
5. The Board of Trustees issues its decisions by a simple majority of all members, in the following cases:
a - No confidence in the Chairman of the Board of Trustees or in its deputy or in its Secretary or in any of its members. The same rule applies on the Board of Directors or any of its members.
b – The dismissal of the membership of a member from the Board of Trustees.
c - To amend the Founding Statute of the Foundation.
d- In the case wherein votes are equal, then the vote of the Chairman is likely.

 

Article 9.
Minutes of Meetings of the Board of Trustees

The minutes of meetings of the Council are recorded and shall be signed by the chairman and the secretary. A list of the names of members who are present at the meetings shall be attached with the minutes of the meetings.


Article 10.
Duties of the Board of Trustees

The Board of Trustees has the following duties:
1. Drafting the general policies of the Foundation’s activities
2. Approving the Foundation’s administrative and financial systems and their annual plans.
3. Approving the budget of the Foundation and its final account.
4. Appointing a financial auditor to audit the Foundation’s accounts
5. Taking the necessary decisions to achieve the Foundation goals, and assigning the Board of Directors and the General Director to implement the decisions
6. Developing the financial resources of the Foundation
7. Discussing the financial and administrative reports of the Board of Directors and approving them. Also, discussing and approving the final account report which is audited and certified by the financial auditor
8. Electing the Board of Directors, once every three years
9. Amending the Main Statue
Deciding on matters referred by the Board of Directors

 

Article 11.
Membership of the Board of Directors

1. The Board of Directors consists of 9 members elected by the Board of Trustees.
2. The duration of membership in the Board of Directors is three years, subject to renewal.
3. The Board of Directors shall distribute the tasks among its team members (President, Secretary, and Treasurer).
4. In the case of a vacancy in the Board of Directors, the Board of Trustees shall elect a substitute member on condition that no more than four vacancies are available at the same time. If more than four vacancies are available, then an entirely new Board of Directors must be elected.

Article 12.
Powers and Duties of the Board of Directors

1. Preparing financial and administrative systems and presenting them to the Board of Trustees for approval.
2. Creating a detailed annual work plan for the foundation and gaining approval on the programs and their budgets from the Board of Trustees.
3. Supervising the preparation of the annual reports of the foundation activities and submitting them to the Board of Trustees.
4. Adopting the financial report and the final account certified by the auditor and submit them to the Board of Trustees for approval.
5. Monitoring the implementations of the decisions of the Board of Trustees.
6. Appointing the General Director with the approval of the Board of Trustees.
7. Appointing the main employees upon the recommendation of the General Director, also terminating their contracts and accepting their resignation in accordance to the provisions of the founding document, and taking into account the provisions of the Public Law.
8. Contributing to the improvement of the financial resources.

 

Article 13.
Board of Directors Meetings

1. The Board of Directors shall hold one regular meeting at least once every two months. The call for a meeting shall be sent by the President to the members of the council at least two weeks prior to the meeting date.
2. The Board of Directors shall hold an emergency meeting if necessary. The call for the emergency meeting shall be sent by the president, or by at least three members of the Council, at least one week prior to the meeting date.
3. The Board of Directors meetings are considered legal with the presence of at least the simple majority of its members.


Article 14.
The Board of Director’s Decisions

The decisions of the Board of Directors are determined by the simple majority of the attendants, and if votes are equal then the vote of the President makes the final decision.

 

Article 15.
Dismissing the Membership from the Board of Directors

Members of the Board of Directors may be dismissed in the following cases:
1. If a member is absent from three consecutive meetings or from six separate meetings in one year without providing an acceptable excuse.
2. Withdrawal or resignation from the council shall be in a written notice addressed to the president.
3. Insulation or dismissal.
4. Not fulfilling the obligations required from a member.
5. The resignation of four or more members from the Board of Directors. In such a case, an emergency meeting for the Board of Trustees shall be held to elect a new Board of Directors.
6. In the cases indicated above or in any other case, it is required that a decision is announced to dismiss membership from the Board of Directors.
7. Death.

 

Article 16.
Powers of the President of the Board of Directors

The powers of the President of the Board of Directors include the following:
1. Chairing meetings, calling for the meetings of the council and representing the foundation before official parties.
2. Signing papers, financial documents, and adopting non-periodic expenses approved by the General Director and/or those authorized to do so.
3. Supervising the activities of the foundation and following up programs, plans and decisions of the Board of Trustees and the Board of Directors.


Article 17.
The Board of Directors has the right to form committees or other working groups to assist in fulfilling foundation’s functions.

 

Article 18.
Forming a Panel of Advisors

1. The Board of Directors forms a panel of Advisors for the foundation, selected from those with high cultural status, Palestinian, Arab or international. The panel provides advice, tips and suggestions to support and develop the cultural activities of the foundation. It is the duty of the Head of the Council to coordinate contact with the Advisors, both to encourage them to submit proposals or to take their opinion in proposals received from other sources, or as required.
2. The panel of Advisors meets once every year upon the invitation of the Head of the Council.

 

Article 19.
The General Director

The General Director shall be appointed by the Board of Trustees upon the recommendation of the Board of Directors. The General Director heads the employment structure in the foundation, takes the necessary decisions to guarantee proper functioning of business in the foundation, and follows up the implementation of the decisions of the Board of Trustees and the instructions of the Board of Directors in accordance with rules and customs. The General Director is responsible for supervising the order in the foundation in accordance with a special law approved by the Board of Directors. The General Director has the following duties:
1. Pursuing the interests of the foundation and representing it at other organizations and authorities locally or abroad.
2. Direct supervision over the institutions’ employees, following up their daily work and evaluating their performance.
3. Preparing an annual work plan and a budget draft for the foundation and presenting them to the Board of Directors. Also, implementing the plans and the projects of the Board of Directors and guaranteeing achievement of the desired objectives of the foundation.
4. Seeking to develop the foundation’s resources and activate its activities through preparing proposals and projects within the programs and goals of the foundation.
5. Performing any other tasks assigned by the Board of Directors.


Article 20
Financial Resources

The financial resources of the foundation consist of the following:
1. Governmental allocations accredited to the foundation.
2. Donations, grants, subsidies and bequests.
3. Revenues of any activities or projects conducted by the foundation.

 

Article 21.
Annual Financial Plan

The Annual Financial Plan begins on 1/1 and ends on 31/12 of each year.

 

Article 22.
Financial Usage

1. The funds of the Foundation shall be deposited in one or more banks, as determined by the Board of Directors. These funds must not be withdrawn entirely or partially without the signature of those authorized to do so.
2. All funds and revenues of the foundation must be dedicated to achieve its goals set forth in the founding document, and may not be spent on any other matter

.

Article 23.
Financial Accounts

1. The treasurer supervises financial accounts.
2. The Department of the Administrative and Financial Affairs, at the main headquarter, shall maintain the books of accounts in accordance with accounting principles, bookkeeping and the applicable law. The foundation’s accounts are audited once a year by a certified financial auditor. They must be audited and submitted within a period not exceeding three months from the end date of the financial year.

 

Article 24.
Ownership

The foundation is entitled to own and use real estate, land and other movable and immovable property and to perform all the necessary transactions that help it to achieve and implement its programs and goals.

 

Article 25.
General Provisions

1. The Board of Trustees, the Board of Directors and the emerging committees hold their meetings and make their decisions based on the voting of the simple majority.
2. This statue or any of its provisions may be amended through a decision made by half of the members of the Board of Trustees +1, on the condition that the proposal of amendments is listed on the agenda in advance.
3. The Foundation sets the regulations to complement its founding document.
4. The Board of Directors elects a legal advisor for the Foundation.
5. The Board of Trustees appoints, in its regular annual meeting, a licensed external auditor for the foundation.
This main statute shall be applied from the date of approval by the President of the Executive Committee of the Palestine Liberation Organization / President of the Palestinian National Authority. It is open to amendments by the Board of Trustees if necessary.